Code of Ethics

Contents

Background


Since its foundation, Softtek (Valores Corporativos Softtek S. A. de C. V. and its subsidiaries) has distinguished itself by promoting and protecting a set of values and conduct that today are an integral part of our corporate culture. Therefore, we do not seek to introduce changes to our beliefs with this Code, but rather to combine them into a single document that serves as a reminder that living with these values every day is what has helped us grow and progress.

Scope and Limitations


This Code applies to our entire organization. All Softtek associates (any member of any government entity, employee, professional services provider, or intern in any country where we conduct business who, through either contract or subcontract, provides professional services or works as an intern within our organization) and subcontractors must respect and comply, strictly and under obligation, with this Code, regardless of their function or responsibility they have withiin our organization
Executive partners and department managers must promote the business conducts promulgated under this Code and take the necessary actions to ensure that in Softtek:

  • Executive partners, department managers and any other competent person will be consulted any time there is a question about the course of action for a particular situation.
  • Associates and subcontractors are motivated to report any violations of this Code to an executive or department manager of Softtek.

Executive partners and department managers must guarantee Softtek associates and subcontractors that our organization will not allow any retaliation for providing violation reports made in good faith.

Principles


Our principles are what gives Softtek its personality and they become our guide towards accomplishing the level of integrity we want to achieve as a company and as individuals.

We must maintain as our main principles, our integrity, commitment, technological innovation, vision as a global company, and above all, our human capital.

Our Culture

Purpose
Create value through technology for our clients, our people and our shareholders.

Beliefs

  • Given the right environment, talented and self-determined people create amazing things.
  • Collaboration is the only way to fulfill our purpose.
  • By being agile and mastering technology we stay one step ahead.
  • We build trust by relentlessly doing as we say.

Essence
A hard-to-explain passion for reaching new frontiers, to aim higher, to leave a mark; to transcend.

Code of Conduct


Ethical conduct requires good judgment and free will from people, in order to make the right decision in every instance. At Softtek, we want people to employ this behavior daily and naturally.

Additionally, this level of conduct must have a positive impact towards the achievement of our goals. We must ensure that each of our activities contributes towards our individual, team and corporate objectives. Any deviation must be reported and proven, in order to correct it before it becomes a conflict.

Our brand image is considered part of our conduct, as it contributes significantly to the way others perceive our company. We expect to project a serious, professional, clean and organized image. We strive to project a standard image throughout our organization that is aligned with the criteria by which our clients judge our company.

“Our brand image is considered part of our conduct, as it contributes significantly to the way others perceive our company”

We want to stand out for our behavior and integrity, be an example of growth, progress and profitability. To achieve this goal, we have the following seven principles of conduct:

  • Strive to ensure that my client is satisfied with my performance.
  • Do everything with the highest quality.
  • Commit and fulfill my commitments.
  • Strive to be a better person each day.
  • Love what we do, enjoy it and have the energy to do it.
  • Always tell the truth.
  • Have confidence in ourselves, and be truthful, honest, and well-meaning.

 

Ethical Structure


This Code offers guidance regarding professional conduct related to coexistence (between internal personnel as well as the interaction between internal personnel and external entities) and protection (assets and property). There must be a full commitment towards both of these aspects, based on the values previously described and which represent the highest standards of quality and excellence. Furthermore, we must comply with the law, respect human rights and the cultures and customs of the communities in which we conduct business.

If it is clear that there are no globally accepted ethical or legal standards for business operations and transactions, Softtek strives to achieve in all of its operations a set of standards that are consistent with its corporate vision, values and beliefs.

General responsibilities

Associates and subcontractors have the responsibility and obligation to:

  • Understand, support and respect the ethical guidelines described herein.
  • Obey applicable laws in the countries where we conduct business, as well as Softtek's corporate policies and procedures.
  • Avoid activities which could result in Softtek participating in illegal practices.
  • Communicate to the manager, department manager or Human Resources manager, any situation that somehow violates any rule, law or policy of Softtek.

Executive partners, department managers and Audit Committee
members must:

  • Identify, discover and promptly resolve any conflicts, suspicion or ethical problems.
  • Report to competent authorities any infringement of the rules, codes or laws of the country in which it is being committed or infringements that harm Softtek's, or its clients', interests or assets and puts Softtek or its clients in moral or financial risk.
  • Contact competent resources and authorities, so that any person employed by Softtek who causes financial harm to the company or its clients will indemnify them for his/her actions.


“Softtek strives to achieve in all of its operations a set of standards that are consistent with its corporate vision, values and beliefs.”

Fellowship Responsibilities


The purpose of this section is to establish the principles, guidelines and essential statements that ensure the integrity of Softtek's internal and external coexistence practices.

Fairness and respect

At Softtek we practice fair and respectful treatment, both towards our organization and to those who work here, including executives, authorities, clients, providers, and any other person with whom we interact.

We believe that respect means respect for the freedom of self-decision.

We believe and practice equal treatment, regardless of race, religion, nationality, sex, marital status, age, physical fitness, political affiliation, socio-economic class, or any other factor associated with personal development.

We believe in diversity as a pillar of our growth and progress.

We take into consideration merits and attributes (education, experience, knowledge, skills and professional capabilities) as parameters on the decision making process for recruitment, employment, partnerships, training, compensation or promotion.

We create and maintain the adequate conditions to place Softtek in a physical and psychological environment free of discrimination, harassment or persecution.

We create and maintain the resources, tools and communication spaces needed to listen and express our opinions, suggestions and complaints.

We avoid expressing, orally or in writing, comments, practical jokes or ideas that ridicule a person's physical, intellectual or emotional characteristics.

In accordance with Softtek's and our clients' company guidelines and applicable procedures, we respect and promote the right to privacy as professionals when we use, maintain and transfer our personal information.

We have the necessary resources to advise, support or settle any conflict that may arise between this Code and a country or region's applicable laws, rules or practices.


We have the necessary resources to advise, support or settle any conflict that may arise between this Code and a country or region's applicable laws, rules or practices.

Any associate or subcontractor who violates the practices described above puts our coexistence at risk. In addition to the punishment that such action carries, the person who commits an infringement will receive a Warning in order to reestablish himself/herself based on the severity of the damage caused and according to the stipulations of our Warning Policy.


Transparency in our professional relationships

During our daily activities, we must maintain a commitment to the highest integrity, concern and loyalty for the common good, and entrusted social objective.

Executive partners and department managers must support and defend those actions against corrupt practices arising from relationships with internal or external personnel.

All associates and subcontractors must perform their personal activities, whether cultural, political or social, in their individual and private capacity and not as representatives of Softtek.

It must be clearly understood that any political activity carried out by associates and subcontractors must be performed strictly within their individual and private capacity as responsible citizens, and not on behalf of Softtek.

Associates and subcontractors must not make any illegal, questionable or unauthorized payments.

Associates and subcontractors must not provide services to, do business with or establish relationships of any kind with any Softtek competitor, without the appropriate prior written consent from management.

“Any associate or subcontractor who violates the practices described above puts our coexistence at risk.”

Conflict of Interest

A Conflict of Interest generally describes a situation where an associate's or subcontractor's own interest influences the way in which Softtek handles its business.

A Conflict of Interest can also exist when an associate or subcontractor uses company resources, personnel or offices for any purpose other than the business of Softtek.

The probability or possibility of entering into a Conflict of Interest must be avoided. When confronted with the possibility of entering into a conflict of interest, an executive partner, department manager or Human Capital manager must be notified.

A Related Party Policy is in effect at Softtek, which ensures transparency and avoids conflicts of interest between related parties. Associates and subcontractors are responsible for understanding the Policy and complying with its guidelines and procedures.

If an associate or subcontractor, or a member of his/her family is involved in activities believed or seeming to create a conflict of interest, he or she must immediately notify the executive partner, department manager or Human Capital manager to address the issue in accordance with the rules stipulated in the Related Party Policy.

When faced with an infringement against transparency, the Audit Committee must take into account:

Give priority to the interests of Softtek when confronting individual or third-party interests which could influence his/her decisions, performance, services or advise provided.

Maintain total criteria independence in procedures requiring actions and decisions.

Remove any possibility of fraudulent activity that could be overshadowed as a result of pretence, bribery or illegal business.

“The probability or possibility of entering into a Conflict of Interest must be avoided.”

The non-compliance or lack of transparency among the different types of professional and business relationships that we maintain at Softtek leads to distrust. In addition to the penalties it carries, the infringing individual will be penalized in accordance to the stipulations of our Warning Policy.

Gifts and Rewards

Associates and subcontractors must not accept or give gifts, services or benefits to/from providers or clients which can influence, or appear to influence, their conduct.

Gifts and rewards can be exchanged as long as they do not exceed daily gifting, in accordance to commonly accepted business ethics practices.

Gifts can be accepted or given if:

  • Gift is not made in cash or has a symbolic value.
  •  Normal and reasonable meals, as well as occasional recreational activities in which the inviting individual is present, such as business meals and sporting, social or cultural events.

In the event there is doubt as to whether or not it is appropriate to accept or give a gift or invitation, the situation must be presented to executive partners or competent department managers.

Safety Responsibilities

The purpose of this section is to establish the principles, guidelines and essential statements that ensure the safety and security of Softtek's assets, resources and information, as well as those of its associates and subcontractors.

Safety

All associates and subcontractors must commit to safety within our offices, as well as safety of others during their visit to our offices.

Softtek is committed to full compliance with all health, environment and safety laws of the countries in which we conduct business.

Softtek is committed to ensuring the well-being of its associates and subcontractors, the environment, community and professional services providers within the vicinity of its offices.

Any unsafe practices place at risk the person, his/her environment and our own organization. In addition to the punishment such action carries, the violating person will be penalized according to the stipulations of our Warning Policy.

We will reject any act of violence and violent threats, which are unacceptable conduct. Such conduct must be immediately reported to an executive partner or department manager. Each threat of violence or report of violence will be investigated and the appropriate actions will be taken.

In case there is an imminent threat, associates and subcontractors must first contact local authorities and/or company security.

Data Protection

Since data (information) is one of the most valuable assets of an IT company, such as Softtek, we have established an Information Protection Policy and a Professional Responsibilities and Obligations Agreement: Ethics, Conflict of Interest, Confidentiality and Safety.

All associates and subcontractors must know, apply, and respect the aforementioned documents, as well as the safety policies stipulated by the clients at those offices where Softtek associates and subcontractors provide services.

The applicable Human Resources Administration Department must ensure that all associates and subcontractors sign the Information Protection Policy and a Professional Responsibilities and Obligations Agreement: Ethics, Conflict of Interest, Confidentiality and Safety.

Associates and subcontractors must not disclose or use information for their own benefit or for the benefit of any entity other than Softtek or its clients. Such information includes reports, internal communication, technical, financial and operational information.

Personal Information

It is critical to protect, at all times and with the highest level of security, all information pertaining to associates and subcontractors, taking into account the trust they have placed on our company.

No internal, confidential or restricted information should be disclosed about Softtek, its associates and subcontractors. The only exception to this rule would be when the disclosure has been authorized by an individual, law or internal rule or policy. Nevertheless, such disclosure must adhere to the parameters established by the legal entities of the countries in which we conduct business.

Softtek acknowledges and protects the privacy and confidentiality of medical, employment and professional records of its associates and subcontractors.

“Associates and subcontractors must not disclose or use information for their own benefit or for the benefit of any entity other than Softtek or its clients.”

Such records must not be shared or discussed outside the company, except with the expressed authorization of the individual, or in accordance with the rules, regulations and laws, subpoena or order issued by a court of competent jurisdiction, or when requested by a judicial, administrative or legislative institution of the country in which we conduct business.


Under any other circumstances, any request by an outside person to access such records must have the prior written approval of the organization's legal counsel.

Records and reports accuracy

Certainty and truthfulness on the company records are not required by the law. However they are of critical importance to the decision-making process and for the accurate preparation of mandatory financial and legal reports.

All accounting records and financial reports must be carefully and honestly prepared. Forging entries in records is illegal and prohibited and will be penalized.

No associate or subcontractor, regardless of their role or managerial level, is authorized to disobey the aforementioned requirement or allow any individual to forge any record.

All company resources, assets and liabilities, must be recorded in accordance with our corporate accounting procedures.

Associates and subcontractors must ensure that all accounting and internal management procedures are truthful at all times.

Associates and subcontractors must inform the managing director or any other competent authority of any irregularity observed during these administrative procedures.

Infringement and actions which attempt to violate the protection or accuracy of the information and associated policies and agreements will be considered an attack against a person's and our company's integrity. In addition to the penalties it carries, the infringing individual will be penalized in accordance to the stipulations of our Warning Policy.

“Softtek Committee has the responsibility of ensuring that the content included within this Code is accurately and strictly applied by all parties.”

Assets and Property Protection

The use of company assets and property for any illegal purpose is strictly prohibited.

Associates and subcontractors are responsible for protecting Softtek's tangible and intangible assets and property, as well as the assets and property of those individuals and external entities and providers working under Softtek's control and protection. Associates and contractors are also responsible for protecting against intentional or accidental misuse and breach of confidentiality of intangible assets and property, such as information systems.

Assets and property are considered cash, titles, plans, associates and subcontractors information, clients and providers, intellectual property (logos, brands, templates, computer programs and other items), services and material property (computer equipment, furniture, documentation, and other items).

The Accounting Department is responsible for protecting company assets and property, in reference to the upkeep of updated records and details, as well as maintaining appropriate, accurate and complete financial statements.

Company computer and communication systems (phone, email, voice mail, other items) must be used only for business purposes. No one is authorized to use these systems in such manner that could result in damages or disgrace to Softtek.

Infringement and actions which infringe upon the protection of company assets and property will be considered an attack against Softtek and puts at risk our value proposition. In addition to the penalties it carries, the infringing individual will be penalized in accordance to the stipulations of our Warning Policy.

“Assets and property are considered cash, titles, plans, associates and subcontractors information, clients and providers.”

Commitment to the Code of Ethics and Business Conduct and Warning for Non-Compliance of the Code of Ethics and Business Conduct

Commitment to the Code of Ethics and Business Conduct

We expect associates and subcontractors to commit and comply with this Code of Ethics and Business Conduct, and their daily activities must reflect the guidelines herein described

Although all associates and subcontractors must maintain compliance with this Code, we expect executive partners or department managers to also foster and support compliance within their respective areas.

We expect associates and subcontractors to show interest in our company's activities.

Executive partners and department managers must implement the necessary administrative systems to identify legal requirements and, accordingly, educate associates and subcontractors about their responsibilities. Furthermore, executive partners and department managers are responsible for monitoring compliance with legal systems within their area.

Human Capital representatives are responsible for providing a copy of this Code of Ethics and Business Conduct to all new associates and subcontractors, as well as to ensure that these individuals/entities receive the appropriate training for compliance purposes, and collect written proof that they understand and agree to comply with the Code.

Executive partners and department managers must make associates and subcontractors aware of the Code of Ethics and Business Conduct and corporate policies, as well as to collaborate during investigations of non-compliance with these policies.

“All associates and subcontractors must maintain compliance with this Code.”

Softtek Committee will periodically review the Code of Ethics and Business Conduct compliance principles, as well as our corporate policies. For updates to the guidelines herein, the Committee will take into consideration any suggestions submitted by associates and subcontractors.

Softtek Committee has the responsibility of ensuring that the content included within this Code is accurately and strictly applied by all parties.

Internal and external audits will be conducted in order to evaluate compliance with this Code. Such audits include compliance with the operational principles of Softtek.

Warning for Non-Compliance with the Code

Non-compliance with the guidelines and principles of this Code are considered detrimental to the infringing individual, his/her integrity, development, progress and growth. Additionally, they impair the coexistence, assets or safety of Softtek and its clients.

We hope that the Warning Policy is sufficient reason to discourage any act (whether intentional or because of lack of knowledge, negligence or fraud), which violates this Code and Softtek Commercial Agreements.

 
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