Code of investments

Additional Provision Five of the Securities Market Act, consolidated and approved by Legislative Royal Decree 4/2015 of 23rd October (Restrictions affecting marketable securities investments of not-for-profit organisations), states that the Spanish National Securities Market Commission, the Bank of Spain and the Spanish Ministry of the Economy, each within their supervisory scope, shall regulate codes of conduct containing specific regulations governing marketable securities investments made by not-for-profit foundations, establishments, institutions and associations, professional colleges, employment promotion funds, mutual insurance companies, social prevision mutual societies, mutual societies collaborating with the Social Security system and, where appropriate, all other bodies subject to corporate tax deductions that do not have specific investment diversification regulation. The aim is to optimise the profitability of their cash assets in order to obtain yield in accordance with their operational rules.

Said precept is prior to Law 44/2002 on Financial System Reform Measures, the basis on which the National Securities Market Commission (hereinafter the "CNMV" in reference to its Spanish initials), through the agreement dated 20th November 2003, approved a code of conduct regarding marketable securities investments for not-for-profit organisations. In turn, the Bank of Spain, at the Governing Council meeting held on 19th December 2003, determined that said code is applicable under identical terms and conditions to the marketable securities investments made by not-for-profit organisations in the form of deposits, loans, the temporary transfer of financial assets and other similar investments that require repayment and are not subject to securities market orders and regulations.

At the meeting held on 20th February 2019, the CNMV approved a new code of conduct governing marketable securities investments for not-for-profit organisations (Spanish Official Gazette (BOE) No. 55 of 5th March 2019), which replaces that approved by the same Commission Governing Council on 20th November 2003.

For the purpose of investing in marketable securities, the Amancio Ortega Gaona Foundation (hereinafter "the Foundation") code of conduct states the Foundation’s undertaking to ensure the appropriateness of its marketable securities investments, taking into consideration the degree of security, liquidity and yield of the various investment options. This undertaking is also required by article 15.2 of Law 12/2006 of 1st December on Foundations of Galician Interest, which states that the board of trustees is responsible for ensuring compliance with the foundations objectives and principles and to apply all due diligence when administering the foundation’s assets and rights, thereby maintaining the yield and utility thereof.

In order to comply with the provisions of the aforementioned regulation and to regulate the financial investment policy, the Foundation’s Board of Trustees has adopted and approved the following code of conduct (hereinafter "the Code").

Scope

The founder has provided the Foundation with a cash sum. It also receives donations for the purpose of funding the projects it undertakes, and generates revenue that enables it to carry out its activity by investing funds in various financial assets.

This Code is applicable to the marketable securities investments made by the Foundation from its own resources as well as the donations received until such a time as they are used for the corresponding projects.

For the purpose of this Code, marketable securities investments shall be understood to include all investments in financial instruments, except for the following:

• Investments subject to restrictions on the right to their free disposal by virtue of the status as a foundation asset, the Foundation’s articles of association or the applicable regulations.
• Foundation assets corresponding to contributions made by the founder, donors or members that are subject to non-disposal requirements or are of a permanent nature.

In this sense, the term ‘financial instrument’ shall also apply to those listed in the financial instrument appendix referred to in article 2 of the Securities Market Act.

Means and organisation

The Foundation shall have the necessary human and material means and systems in order to select and manage its investments in financial instruments, which must be of a suitable nature and proportionate to the size and nature of the investments that are made or planned.

The Board of Trustees shall appoint one of its members as the person responsible for the Foundation’s financial investments for a period of three years that shall be renewable for successive periods of identical length. The responsibilities shall include supervising the selection of investments, ensuring compliance with this Code and drawing up the annual report detailing compliance therewith and which must be presented annually before the Trusteeship. The person responsible for the financial investments must have the necessary technical know-how and experience to carry out these tasks. Should this not be the case, or if despite having said knowledge he or she considers it appropriate, this person may put a proposal before the Trusteeship for the hiring of external third party professional advice capable of guaranteeing their independence and professional skill and free from any conflicts of interest.

When the value of the investment portfolio exceeds ten million euros, an Investment Committee must be set up. Said committee shall be comprised of a minimum of three members, at least two of whom shall have sufficient technical know-how and experience in order to carry out the tasks assigned. The committee shall meet at regular intervals, at least four times a year. Their mission is to assist the person with responsibility for financial investments in selecting the most appropriate ones in accordance with the terms and conditions of this Code. The person responsible for financial investments shall be a member of this Committee and shall act as chair thereof.

As the portfolio increases in size, an internal auditing system must be set up. This system must have the necessary authority and independence and be implemented by professionals with the necessary know-how. Alternatively, these tasks may be delegated to specialised organisations in order to ensure compliance with the investment policy and guarantee that at all times the Foundation has a suitable system for recording and documenting operations and supervising investments.

Investment policy and selection: principles and limitations

Criteria for consideration when selecting Foundation investments in financial instruments shall include the security, liquidity and yield offered by the various investment options. Care will be taken to ensure the necessary balance between these three objectives as well as the market conditions at the time of contracting, based on the following principles:

PRINCIPLE OF COHERENCE

The investment strategy must be coherent with the profile and duration of the obligations undertaken by the institutions and liquid asset forecasts.

PRINCIPLE OF LIQUIDITY

As a general rule, investments shall be made in financial instruments with sufficient liquidity. All the Foundation’s financial investments shall be made in secondary markets organised in European Union member states or the United States of America that provide investment liquidity guarantees. Consideration must be given to the depth of the securities market or financial instruments in which investments are made, including factors such as the regular trading volume. The Foundation shall at all times maintain a liquidity coefficient in its current and sight savings accounts equivalent to 0.5% of the total financial investments.

PRINCIPLE OF DIVERSIFICATION

The Foundation shall diversify its investment risks, opting for a portfolio that includes a range of non-correlated assets from various sources and of varying characteristics in terms of the risk involved.

PRINCIPLE OF CAPITAL PRESERVATION

The investment policy shall prioritise the preservation of capital. The Foundation’s investment policy must not be based on speculation, and therefore the operations must not be designed with the objective of obtaining capital gains from short-term market fluctuations or debt. The financial products contracted by the Foundation must be issued by OECD member states with a minimum credit rating of BBB – or Baa3. Securities issued by the Spanish state are an exception to this rule, which may be contracted in all events.

The Foundation may articulate its investments in the products listed below:

• Public Debt, including Government Bonds, Treasury Notes, Treasury Bills and all other fixed income securities issued by a Government.
• Bank deposits and temporary asset acquisitions, including deposits in financial institutions and short-term security acquisitions from these organisations.
• Shares in Investment Funds, in Monetary Market assets and Fixed Income Investment Funds (those investing at least 70% in monetary market assets and the remainder in fixed income) and Real Estate Investment Funds. No shares shall be acquired in investment funds that invest part of their portfolio in variable income assets.
• Fixed Income Assets, including all loans and share capital issues by companies of all kinds.

As a general rule, all financial products contracted by the Foundation shall be priced in euros. Products priced in the currencies of other OECD member states may be contracted when the Foundation is required to make payments in said currencies. Notwithstanding the above, the contracting of operations of this nature must not exceed 15% of the Foundation’s total assets.

The Foundation shall not invest in variable income or derivatives products (options, futures, SWAPS, FRAS, IRS or similar), except those intended to reduce the Foundation’s exchange rate risk in certain operations and that have been granted specific authorisation by the Board of Trustees.

The contracting of any other security not mentioned above is forbidden without the specific authorisation of the Board of Trustees.

The contracting of assets shall be subject to the following limits: