The General Code of Conduct and Prevention of Criminal Risks (hereinafter, the “Code” or Code of Ethics”) includes the directory of ethical principles and rules of conduct which govern the behaviour of all the professionals and third parties associated with lyntia Networks, S.A.U., and the companies in its Group set out in Schedule 1 (hereinafter “lyntia”).

In relation to the Group, this Code of Ethics is applicable to the following: (1) members of the various management bodies; (2) directors; and (3) employees (including interns and personnel on work experience) regardless of (i) the position or post they hold, (ii) the place where they work, (iii) the powers given to them, or (iv) their professional relationship; (hereinafter, the Code Subjects”); and (4) all relationships lyntia has with third parties, by way of example but not of limitation, suppliers, sub-contractors, collaborators, investors, public authorities and customers (hereinafter, the “Interested Third Parties”).

The specific PURPOSES of the Code are as follows:

• To prevent, by following the Code, any Code Subject from committing any offence which may affect lyntia.

• To ensure the effectiveness of the rules and control procedures which minimise the risk of unlawful conduct by the Code Subjects.

• To inform the Code Subjects of the consequence which may arise in the event that they behave unlawfully.

• To state clearly that lyntia condemns any conduct which is against the Law.

• To seek the exercise of due diligence when carrying out its business activity and, in this way, comply with the requirements included in the Criminal Code.

• And, in the last instance, give coverage and support to new, effective measures for improved detection and control of offences.

The Code Subjects are under the obligation to:

• Be familiar with and comply with the Code and collaborate in facilitating its implementation at lyntia.

• Attend and take part in all training events called by lyntia for good understanding and application of the Code of Ethics.

• Notify the Crime Prevention Officer of any breach, of sign of breach, of the Code they become aware of.

• Make the Code of Ethics known to the Interested Third Parties they work with.

Due to its nature, the Code of Ethics does not cover all possible situations, but instead establishes criteria to guide the conduct of the Code Subjects in their relations with lyntia, and with third parties due to their association with lyntia.



lyntia considers that the trust of its shareholders, customers, suppliers and external collaborators, along with the social environment in which it carries out its business, is based on the integrity and responsibility in the professional performance of each one of its experts and directors.

Integrity is understood to be ethical, honest, transparent behaviour in good faith.

Professional responsibility is understood to be proactive and efficient behaviour, focussed on excellence, quality and the willingness to serve.

lyntia requires all its experts and directors to behave with integrity and responsibly when performing their duties.

Furthermore, lyntia also requires the Interested Third Parties to behave in accordance with these criteria.



The ethical principles set out in this Code are the pillars on which lyntia’s business is founded. All actions taken by the Code Subjects, as a result of their association with lyntia, must be guided by them.


3.1 Respect for the law and human rights

lyntia declares its commitment to compliance with the law, respect for human and labour rights as recognised under Spanish and international legislation, rejection of child labour and forced labour, and its commitment to respect freedom of association and collective bargaining.

The Code Subjects must:

• Comply with the Law and lyntia’s internal regulations which are applicable to their work, with full respect for the human and labour rights recognised in Spanish and international legislation.

• Be familiar with the legislation which is applicable to their work, requesting, as appropriate, the necessary information from their superior.

• Avoid any conduct which, even though it is not in breach of the law, may harm lyntia’s reputation and/or negatively affect its interests.

• Avoid conscious collaboration with third parties in breach any law, or taking part in any action which may compromise respect for the principle of legality.


3.2 Respect for people. Conduct with colleagues

lyntia seeks to promote a working environment which facilitates its employees’ professional and personal development. The diversity of abilities and experience is one of lyntia’s sources of success.


3.2.1 Responsibility and teamwork

The Code Subjects must make decisions within the scope of their responsibilities, respecting the applicable rules and procedures and lyntia’s criteria governing conduct, and must exercise their responsibilities in accordance with its style of management.

In lyntia’s style of management, trust and team value are important. This involves respect, mutual support and fluent communication. lyntia encourages a cooperative environment and teamwork for the best use of all abilities and resources.

The Code Subjects must work (i) in cooperation, for the best use of all abilities and resources, and (ii) efficiently during the working day, capitalising the time and resources lyntia makes available to them, and endeavouring to give the maximum value to all the processes they take part in.


3.2.2 Zero tolerance for discrimination, bullying and intimidation

Bullying, abuse, intimidation, lack of respect and consideration or any other kind of physical and verbal aggression are unacceptable and will not be allowed or tolerated in the workplace. Code subjects in charge of personnel in lyntia’s organisational units must advocate and ensure, with all available means, that such situations do not occur.

All Code Subjects and, in particular, those performing management duties, will promote, at all times, and at all professional levels, relationships based on respect for the dignity of others, participation, equity and reciprocal collaboration, fostering a respectful working environment with the aim of achieving a positive working climate.

There must be no discrimination, or discrimination be allowed, on the grounds of gender, race, age, nationality, religion, sexual orientation, disability, family origins, language, political ideology, political or union membership or any other quality which is not objectively related to working conditions, or the consideration of which, for these purposes, is prohibited by the applicable legislation.


3.2.3 Work/Life Balance

In order to put into practice lyntia’s commitment to corporate social responsibility to improve the quality of life of its employees and their families, the Code Subjects will promote a working environment that is compatible with personal development, helping the people in their teams to balance, in the best possible way, the requirements of the job and their personal and family life needs.


3.3 Personal development and equal opportunities

Providing the equal opportunities for access to work and professional promotion is a basic principle of lyntia’s way of working.

Recruitment and promotion of lyntia’s employees are based on skills and the performance of professional duties, and on the criteria of merit and ability. As a result, the Code Subjects taking part in the recruitment, hiring and/or professional promotion processes will act with objectivity in their actions and decisions, with the aim of identifying the people who best fit the profile and needs of the job to be filled, fostering equal opportunities at all times.

The people with management or leadership posts at lyntia must act as facilitators for the professional development of the people they are in charge of, in such a way that enables their professional growth at lyntia.

lyntia’s Code Subjects, for their part, undertake to actively take part in the training plans that lyntia makes available to them, getting involved in their own development and committing to keeping the necessary know-how and skills up-to- date, in order to foster their professional progress and give value to customers and shareholders.


3.4 Health and safety in the workplace

lyntia considers the Code Subjects’ health and safety at work to be fundamental to achieving a comfortable, safe working environment, with a priority target being permanent improvement to working conditions. For this reason, lyntia will impel the adoption of health and safety in the workplace policies and will take the preventive measures provided for in current legislation.

Furthermore, it will procure the application of its rules and policies for health and safety in the workplace by the collaborating companies and suppliers it works with and will give its employees the resources and know-how needed to be able to perform their duties safely in a healthy environment.

The Code Subjects will, at all times, respect the applicable preventive measures for health and safety at work, using the resources set up by lyntia and ensuring that the members of their teams carry out their activities in safe conditions.


3.5 Use and protection of assets

The Code Subjects will always act in lyntia’s best interest, making suitable use of the means made available to them and avoiding actions which may result in damage to the company. They will abstain from using business opportunities that are of interest to lyntia for their own benefit.

For its part, lyntia will make the resources needed to perform their professional activity available to its employees and undertakes to provide the means to protect and safeguard them.

The Code Subjects must make suitable, efficient use of the resources made available to them by lyntia to carry out their professional work. They may not be used for private purposes, unless this involves an occasional use which is moderate, proportional to the circumstances and is not detrimental to lyntia. Furthermore, internal rules and policies must be applied to their use and the necessary measures taken to prevent their loss, theft, damage or waste. If in doubt, speak to Human Resources.

All materials belonging to lyntia must be returned to lyntia when their return is requested, when they are no longer needed to carry out the professional work and, at any event, on termination of the employment or professional relationship.

E-mail and computer tools are working tools which must be used to carry out jobs.

In accordance with its internal privacy policies, lyntia may monitor communications and files sent by users using lyntia’s resources and systems, in the event that there is reason to suspect that improper use is being made of lyntia’s resources, or there are indications of a possible breach of this Code, lyntia’s internal rules or the Law. Monitoring or access will, at all times, respect the users’ right to privacy, and be in compliance with current legislation.

The Code Subjects will ensure prevention and control of such offences as may be committed using information technology and, amongst them, spreading viruses, denial-of-service attacks or industrial espionage.


3.6 Bribery and corruption

lyntia will not tolerate an act of bribery or corruption in any form whatsoever. The Code of Ethics Subjects must:

• Abstain from requesting or accepting any kind of payment, commission, gift or remuneration in relation to their professional work at lyntia from customers, suppliers, agents, or any other third party, or profiting, in any other way, from the position they hold at lyntia for their own benefit. This restriction does not include gifts which are in line with the gifts, invitations, meals and travel policy included in Schedule 2.

• Abstain from making, either directly or indirectly, or accepting payments, gifts or considerations of any kind which are not considered to fall within the normal course of business, in order to exercise undue influence on commercial, professional or administrative relations, whether with public or private entities.


3.7 Irregular payments and prevention of money laundering and the finance of terrorism

lyntia will comply with all Spanish and international provisions passed to prevent money laundering.

The Code Subjects will remain vigilant for any cases where there may exist a lack of integrity by people or entities with which lyntia has a relationship.


3.8 Corporate image and reputation

The Code Subjects must take the greatest care to preserve lyntia’s image and reputation. Whenever they appear or present themselves as lyntia’s employees, experts or directors on any social media network they must ensure correct, suitable use of lyntia’s image and respect for this Code.

The Code Subjects must be particularly careful with any public appearance, and must have the necessary authorisation to appear before communications media, take part in professional workshops or seminars and in any other event that may be broadcast publicly, wherever lyntia’s employees appear. At any event, the information communicated must be transparent, accurate and coherent.

lyntia carries out its business activities respecting political pluralism. lyntia does not make contributions to election campaigns or donations to political parties. Any other donation must be in line with the provisions of Schedule 3.

If the Code Subjects exercise their legitimate right to take part in political activities, they must do so in a personal capacity, without using lyntia’s resources, outside working hours, avoiding any reference to lyntia and without compromising their professional objectivity or affecting lyntia’s commitment to political neutrality in any way.


3.9 Loyalty to lyntia and conflict of interests

A conflict of interest arises in circumstances where the personal interests of the Code Subjects, either directly or indirectly, are contrary to, or impact, the company’s interests, interfere with upright performance of their professional duties and responsibilities, or personally involve them in any of the company’s financial transactions or operations.

lyntia considers that its relationship with its employees should be based on loyalty, which arises from communal interests. The Code Subjects must inform lyntia of family, financial, or other types of associations which they may have with customers and/or suppliers and which may involve a conflict of interest with them, as well as their participation, and that of their families, in the governing bodies of other companies which may have an impact on lyntia’s interests.

When carrying out their professional duties, the Code Subjects must act with loyalty and defend lyntia’s interests. Furthermore, they must avoid situations which may give rise to a conflict between personal interests and lyntia’s.

Therefore, the Code Subjects must abstain from representing lyntia and from taking part in making decisions in any situation where, directly or indirectly, they have a personal interest.


3.10 Information processing

3.10.1 Accuracy

lyntia considers that information and know-how are one of its main assets, and essential for company management, for which reason they should be subject to special protection.

lyntia declares that accuracy of information is a basic principle in all its actions, for which reason the Code Subjects must transmit all information that they need to communicate accurately, whether internally or externally, and may never, knowingly, provide incorrect or imprecise information which may mislead whoever receives it.

All Code Subjects inputting any kind of information into lyntia’s computer systems must ensure that it is meticulous and reliable.


3.10.2 Confidentiality

The Code Subjects must: (i) keep all confidential information they access as a result of carrying out their professional work strictly confidential; (ii) store it in compliance with the applicable legislation, existing confidentiality agreements and lyntia’s internal rules on privacy, and (iii) abstain from using it improperly for personal gain or that of third parties. In the event of any doubt about the nature of the information, the Code Subjects should consider it to be confidential, unless otherwise indicated.

The confidentiality undertaking endures once the association with lyntia ends.


3.11 Intellectual property

lyntia encourages the information and know-how created in the company to flow smoothly amongst its employees and organisational units, to facilitate task management and boost personal development.

The Code Subjects have the duty to retain lyntia’s know-how, facilitate its dissemination to other lyntia employees and make it available to the know-how management systems which are activated within the company.

All information and know-how, understood to be the conceptual result of the integration of diverse information, inventions, discoveries, developments, concepts, ideas or work relating to the business generated within the company, are lyntia’s property, under the terms referred to in current legislation.

The logo, trademark, image, corporate identity and the name lyntia should only be used for the proper performance of professional work.

Furthermore, the intellectual and industrial property of third-party products and services should be respected.


3.12 Data protection

lyntia will process personal data in such a way as ensures privacy and, in all cases, in compliance with current, applicable legislation.

The Code Subjects must comply with the Law and lyntia’s internal rules on privacy including, but not limited to, the Employee Handbook.


3.13 Defence of competition

The Code Subjects must respect the principles and rules on fair competition and must not breach competition laws.


3.14 Relations with customers

lyntia’s purpose is to provide the highest quality services to its customers.

The Code Subjects must interact with customers in an upstanding manner, with the aim of achieving the highest possible levels of quality, and in such a way that they (i) ensure fulfilment of all the commitments made to customers;

(ii) resolve, promptly and diligently, their requests, complaints and claims, and (iii) do not carry out, or collaborate in, unlawful acts to defraud the legitimate rights of creditors or third parties.


3.15 Relations with collaborating companies and suppliers

lyntia considers that its suppliers and collaborating companies are an indispensable part of achieving its targets for growth and improving service quality. It seeks to establish relations based on trust and mutual benefit with them.

lyntia commits to promoting practices in line with the guidelines included in this Code of Ethics amongst its suppliers and external collaborators, without prejudice to the performance of contractual terms, and under the premise of respect for the authority to manage.

The Code Subjects and, in particular, those taking part in decisions about the procurement of supplies or services, or setting their financial terms, will avoid any kind of interference which may affect their impartiality or objectivity in that respect.

lyntia’s suppliers are selected in accordance with lyntia’s purchasing guidelines, which are available to all Code Subjects.


3.16 Relations with public authorities, regulatory bodies and administrations

Relations with public authorities, regulatory bodies and administrations will be framed within the principals of lawfulness, loyalty, trust, professionalism, collaboration, reciprocity and good faith, without prejudice to legitimate disputes which, respecting the foregoing principles, may arise with the authorities in relation to the applicable regulations.


3.17 Respect for the environment

Conservation and respect for the environment is one of lyntia’s basic operational principles.

The Code Subjects must (i) act in accordance with applicable environmental legislation; (ii) strive, with preventive measures, to minimise the environmental impact arising from their work and the use of the facilities, equipment and operational resources made available to them, seeking to use them efficiently.


3.18 Compliance with accounting and financial regulations

lyntia’s economic and financial information will present a true image of its economic, financial and equity situation, in accordance with generally accepted accounting principles and international rules on financial information which may be applicable.

The Code Subjects will not hide or distort information on lyntia’s accounting records and reports, which will be complete, precise and accurate. For this purpose, all transactions, income and expenditure must be accounted for, recorded and suitably documented, without omitting, hiding or altering any data or information, in such a way that the accounting and operational records present a true image of the current situation and can be verified, as appropriate, by the auditors.



lyntia’s exercise of due diligence requires, according to current legislation, implementation not just of continuous control mechanisms, but also the appointment of internal control bodies to monitor the controls put in place and the eventual criminal risks.

The task of control and monitoring has been entrusted by lyntia’s Board of Directors and joint directors to the Supervisory Body which has been given sufficient independence in terms of the power to control and also initiative.

The Supervisory Body delegates its day-to-day activities to the Crime Prevention Officer.

lyntia reserves the right to carry out controls within the current rule of law, for the purpose of checking use of the Code of Ethics and preventing activities which may affect compliance with the provisions contained in it and in the applicable legislation.



Breaches, or signs of breach, of the Code, and any consultation, query or recommendation should be communicated, in good faith, to the Crime Prevention Officer, or, if appropriate, the Supervisory Body, using the following communications channels:

• E-mail: [email protected]
• Postal address: Avenida de Bruselas 24, Planta 1, 28108 Alcobendas

The Crime Prevention Officer and, if appropriate, the Supervisory Body will analyse all the communications they receive within a reasonable period of time. If they deem it to be necessary, the Crime Prevention Officer or, in default, the Supervisory Body, will send the documentation to the relevant department with the aim of carrying out a joint assessment of the facts and deciding on the measures to be taken.



All Code Subjects and Interested Third Parties must comply with the provisions of the Code of Ethics that are applicable to them.

Breach of the Code by lyntia’s employees will be penalised in accordance with the disciplinary procedure in the Collective Agreement and, where not provided for therein, the disciplinary procedure provided for in the combined text of the Workers Statute Act (Royal Legislative Decree 2/2015, of 23 October) will be applicable.

Penalties imposed by lyntia will be supplementary to any legal proceedings which may be taken against the Code Subject and any penalty or consequence that may arise from such proceedings.

Breach of the Code by Interested Third Parties may involve, amongst others, termination of the existing services relationship.

The consequences of breaching this Code of Ethics will not only affect the party in breach, but may also affect Code Subjects who, by action or omission, have allowed the breach.

lyntia will communicate and disseminate the content of the Code of Ethics amongst all its employees, and all employees joining lyntia must expressly accept the rules of conduct provided for in this Code.

Nobody, regardless of their level or position, is permitted to request a Code Subject to contravene the provisions of this Code of Ethics. No employee may justify misconduct by relying on an order from a superior or on ignorance of this Code.

This Code of Ethics was approved by the Board of Directors of Gunalta ITG, S.L.U. (the lyntia Group parent company) at a meeting held on 30 May 2019.


Schedule 1. List of companies

  • Gunalta ITG, S.L.U.
  • Lyntia Networks, S.A.U.
  • Lyntia Networks Holding, S.L.U.
  • Lyntia Access, S.L.U.
  • Towernet Infraestructuras, S.L.U.
  • Codinet Servicios Digitales, S.L.U.


Schedule 2. Gifts, invitations, meals and travel


lyntia will only allow gifts and invitations which, in business practices and in relationships with suppliers, customers and collaborators, comply with the following principles:

• The purpose of the gift or invitation is not to obtain an unfair advantage or influence an official action (particularly in the context of tenders for contracts).

• The gift or invitation is permitted by a hierarchical superior at a suitable level.

• The value is reasonable and is line with the position of the beneficiary, the circumstances and the occasion.

• The frequency of the gifts is appropriate (e.g., annual or six monthly).

• Gifts or invitations worth more than €300 must be authorised by lyntia’s Managing Director, having received a report from the Crime Prevention Officer beforehand. Furthermore, if the gift or invitation is worth more than €300, it will be recorded in a register at lyntia.

At any event, lyntia will allow gifts which are:

• Propaganda items with little value.

• Normal invitations which to not exceed the limits which are considered to be reasonable in habitual, social or courtesy usage.

• Occasional gifts for specific and exceptional reasons (such as Christmas or wedding presents) as long as they are not cash and fall within the limits of the previous paragraph.

Amongst others, the following are considered to be gifts: travel, courses, conferences, technical presentations, technological items or any other service or thing with a commercial value.


Although it is normal practice to talk about business during meals put on by customers, suppliers or collaborators, these will only be acceptable where the comply with the following conditions:

• The meal is organised in a purely professional context, that it to say, it is designed to allow those attending to discuss business matters.

• The cost of the meal is reasonable.

• Meals costing over €300 per head are considered to be gifts and must be recorded in the register held by lyntia.

If they do not comply with the conditions described in this section, meals must be authorised by the Managing Director, having received a report from the Crime Prevention Officer beforehand.


Travel provided by customers, suppliers or collaborators is only allowed where it is for the purpose of (i) attending training courses needed to obtain technical know-how about new products or services or innovations in them, or (ii) getting to know, at first hand, about products or technology which may be acquired by lyntia and which cannot be

presented or offered in lyntia’s offices.

Any travel provided by a customer, supplier or collaborator which is not in accordance with the provisions of the previous paragraph will require prior approval from the Managing Director, having received a report from the Crime Prevention Officer beforehand.


Schedule 3. Donations

lyntia forbids donations to political parties and organisations associated with political parties and will not sponsor any event exclusively aimed at political propaganda.

Donations to other bodies, including any charity, must continue to be exceptional and, at any event, will require prior approval from the Managing Director, having received a report from the Finance Director and the Crime Prevention Officer beforehand.

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