Anti-Corruption Policy

INTRODUCTION

Grupo Planeta has an Ethics Code, which is the most important normative instrument in its regulatory structure, establishing the basic principles of action for complying with laws and the ethical values on which its activities are based.

The fight against fraud and corruption is an unavoidable commitment for Grupo Planeta. Therefore, this Anti-Corruption Policy, together with the Prevention and Control Policy, aims to implement and promote the principles and values outlined in the Ethics Code and prevent the commission of crimes in all companies that are part of the Group.

OBJECTIVE

The purpose of this document is to establish the basic principles and necessary measures to prevent, detect, investigate, and remedy or correct illicit acts motivated by any corrupt practice within the Group, in accordance with applicable laws and regulations. The aim of this policy is to minimize the risks associated with corruption and fraud, safeguard the reputation and image of the organization, and foster trust among employees, managers, suppliers, clients, and other stakeholders.

To fulfill these objectives, Grupo Planeta is committed to maintaining the highest standards of ethics and professionalism in its activities and to upholding a zero-tolerance policy in relation to fraud and corruption.

SCOPE OF APPLICATION

This policy applies directly and obligatorily to all the Group’s companies, regardless of their geographical location, and covers all activities developed by the Group, as well as the companies it controls. It extends to all levels of the organization, including the governing bodies, executive positions, supervisory and control bodies, and all personnel, as well as third parties acting on behalf of the Group or intermediating, collaborating, or participating in business on its behalf.

Compliance with this policy and anti-corruption laws is mandatory, and Grupo Planeta will not authorize, participate in, or tolerate any actions that do not comply with the established guidelines.

All individuals subject to this policy must ensure that the people under their responsibility are aware of, understand, and comply with this policy, leading by example and being a model of conduct.
Suppliers must be made aware of this policy and the Group's Ethics Code before being accepted as suppliers and must declare their compliance with the Group’s General Conditions for the Purchase of Goods and/or Services. This process will ensure a solid and trustworthy business relationship between both parties.

This policy has a general approach, so it may occur that some countries where the Group operates impose different requirements on this matter. In case of doubt between the national regulation and this policy, the more restrictive requirement must always be followed.

DECLARATION OF INTENTIONS

The basic principles on which Grupo Planeta establishes the obligations of all its personnel regarding the adaptation of their activities to all anti-fraud and anti-corruption regulations and laws are as follows:

  • Not to offer any form of bribery or corrupt practices.
  • Not to accept any form of fraud, bribery, or corrupt practices.
  • To rigorously apply measures to avoid establishing or maintaining business relationships with third parties that do not implement anti-corruption and anti-bribery principles and standards equivalent to those of Grupo Planeta.
  • To cooperate openly and transparently with authorities in investigations.
  • To adopt an internal disciplinary regime that sanctions behaviors related to fraud, corruption, and bribery.
  • To act with due diligence regarding potential suppliers or agents and their connections with governmental entities.
  • To maintain accounting records in a way that accurately and precisely reflects the transactions of the Group's operations.

PRINCIPLES OF ACTION

The Anti-Corruption Policy explicitly prohibits bribery in any form, understanding bribery as any tangible or intangible element of value that is offered, promised, paid, authorized, or delivered to a third party with the intent to unlawfully influence a business decision or gain an undue advantage in the Group’s activities.

Bribery can take various forms, including payments, gifts, travel, entertainment, job offers, contract awards, debt cancellations, donations, etc.

To fundamentally prevent corruption in all its forms, Grupo Planeta establishes the following definitions and principles regarding the following conduct:

  • Promotion of Integrity: A culture of integrity is promoted within the Group, as well as with suppliers and collaborators, through training and dissemination of ethical conduct to prevent and avoid illicit conduct contrary to the guidelines established in the Ethics Code.
  • Business Hospitality: The acceptance of gifts, invitations, and other courtesies by employees of the Group from third parties is regulated by the Group’s internal policies, and in no case should these influence or have the capacity to decide on products and/or services offered by the supplier. Likewise, courtesies offered to third parties by employees of the Group should always fall within reasonable limits and should not be aimed at obtaining undue advantages.
  • Conflict of Interest: Grupo Planeta bases its relationship with employees on loyalty. Therefore, it respects the participation of its employees in activities outside the Group, as long as they are conducted within the applicable legal framework and do not conflict with their duties as employees of the Group or serve as a means of engaging in corrupt practices. It is the responsibility of each employee to identify and report any potential conflict of interest that may arise in the performance of their duties, to prevent bias or favoritism in decision-making. The Group is committed to managing and resolving these conflicts of interest effectively and transparently, through the implementation of appropriate control and supervision measures.
  • Facilitation Payments and Commissions: Employees are not permitted to receive, offer, or give direct or indirect payments, in cash, kind, or any other benefit, to individuals working for public or private entities, political parties, or public officials, with the intention of unlawfully obtaining or maintaining business or other advantages.
  • Political Party Financing: Contributions, donations, or any other action that could imply illegal financing to political parties and related entities are prohibited, whether on behalf of the Group or for its benefit. In case there is any relationship between the Group and political parties, it should always operate within the legal framework established by the legal system of each country where the company operates, complying strictly with national laws governing political party financing.
  • Competition: Grupo Planeta seeks to comply with competition laws and regulations, promoting a fair and equitable business environment, fostering a culture of ethics, and protecting the company's reputation. Practices such as using confidential competitor information and price-fixing are prohibited. Measures for prevention, detection, and investigation are established, and sanctions are imposed in case of non-compliance. The goal is to ensure fair and balanced competition in the market and protect the interests of all parties involved.
  • Confidential Information Handling: Grupo Planeta treats the information of clients, business partners, shareholders, investors, and employees with the utmost discretion and privacy. Such information should be maintained in strict confidentiality and not be used improperly by employees or managers for personal gain or the benefit of third parties.
  • Donations, Financing, and Sponsorships: Grupo Planeta has implemented a set of controls when participating in any social, cultural, scientific, charitable, or sports activities, such as donations to NGOs, crowdfunding projects, sponsorships, and events. These should never be used to cover up acts of corruption or bribery. These controls include several stages, including evaluation, approval, fund delivery, and monitoring of their application, based on transparency and traceability criteria. In the case of collaborations with non-profit organizations, NGOs, foundations, or other public or private organizations, a prior check of their activities will be conducted.
  • Money Laundering: Grupo Planeta does not facilitate money laundering or the financing of terrorist activities. For this reason, it collaborates with the relevant authorities in each country in the fight against money laundering and the financing of terrorism, providing all information that may be requested in accordance with the applicable laws and regulations, and reporting suspicious transactions.
  • Accounting and Financial Control in Recording Operations: Grupo Planeta promotes transparency and accuracy in financial and accounting activities through the implementation of internal principles and specific criteria. Internal control processes are established to allow for supervision by the management team, ensuring that transactions are carried out ethically and in accordance with the Group’s policies. The company is committed to integrity and accountability in financial and accounting management, aiming to accurately reflect all its operations.
  • Guaranteeing Transparency: To gain the utmost trust from clients, suppliers, business partners, investors, regulatory bodies, and other stakeholders, Grupo Planeta is committed to providing truthful and complete information that accurately reflects the true economic, financial, and asset situation of the Group.

REPORTING CHANNELS

Grupo Planeta has an Internal Reporting System (Confidential Mailbox) managed by the Ethics Committee, to which communications alerting the existence of risk situations or violations of the law, the Ethics Code, or any related regulations may be directed. Communications made through the Confidential Mailbox will be protected by the highest level of confidentiality.

At all levels of the Group, there is an obligation to report any risk situations or unlawful activities that may occur within or outside the organization, which could cause harm or damage to any individual or legal entity.

SANCTIONING REGIME

Failure to comply with the provisions of this policy will be considered a serious or very serious offense and will be subject to a sanctioning regime based on the severity of the non-compliance and within the applicable legal framework.

The Ethics Committee, in collaboration with the Human Resources Department, will determine the necessary measures to be taken with respect to the Group's personnel. The principle of proportionality will always be respected, and the right of defense of the affected person will be guaranteed.

The consequences of non-compliance with this policy will not only affect the offender but also any person who, being aware of the non-compliance, has allowed it through action or omission.

UPDATE AND IMPROVEMENT

The Ethics Committee will be responsible for continuously overseeing the implementation of this policy and the Prevention and Control Model. Additionally, it will propose necessary modifications in case significant policy violations are detected, there are important changes in the Group's control structure or activity, or significant legal or jurisprudential modifications occur.

Grupo Planeta guarantees the maintenance of this anti-corruption policy, its update, and adaptation to the changing business and legal environment, ensuring its compliance at all levels of the organization.