Ethics and Compliance
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Ethics and Compliance

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Today, as a global company, CEMEX faces greater challenges than ever before. While our stakeholders demand more than simply good financial results, technology and global awareness have resulted in unprecedented scrutiny of our actions. We are expected to adhere to top-tier standards of corporate behavior everywhere we operate.

ETHOS, a worldwide CEMEX initiative supported by employees from diverse areas of the company, seeks to embrace these standards and promote actions that will evolve and strengthen our corporate culture.

ETHOS

ETHOS is designed to help our employees integrate ethics and compliance into their daily work.

ETHOS offers our employees the following benefits

  • Guidance on ethics, compliance and governance topics
  • Access to an array of courses related to ethics and compliance
  • Access to corporate global and local policies
  • Advice and tools to help them manage ethical dilemmas
  • ETHOS Line, a safe and confidential channel to ask questions and report violations related to ethics, compliance, and governance topics
  • Increased awareness of the business and personal implications of misconduct

Ethics

Our Code of Ethics allows CEMEX to clearly and rapidly communicate its culture and values to our employees. Ethical behavior is key for CEMEX's success.

Compliance

Compliance means acting in accordance with the letter and the spirit of the law, our Code of Ethics and our corporate policies. At CEMEX, we must comply with all applicable laws and policies, without exception. The importance of this principle cannot be overstated: if we compromise on matters that we perceive as small or unimportant, we cross a threshold that can easily lead us to more serious misconduct, putting the company's and our own personal situation at risk, and causing grave harm to our corporate culture.

What happens if an employee reports a violation of applicable law, our Code of Ethics or our policies?

CEMEX has developed policies and procedures to investigate complaints in a prompt, professional and fair manner. All investigations are confidential and may be anonymous, at the option of the complainant, as permitted by applicable law. ETHOS Line is our institutional tool for submitting questions or complaints.

If an employee believes he/she has been a victim of retaliation for reporting a violation or complaint, he/she should report it immediately through ETHOS Line.

How does CEMEX audit or review compliance with internal policies?

Our operating risks and compliance with our policies are evaluated periodically, mainly by the Process Assessment Department. Compliance with certain policies is also reviewed by our legal, comptrollership, information security and other departments, as needed.

Compliance Topics

Below you’ll find information on compliance regarding four specific subjects:

  • Antitrust
  • Anti-Birbery
  • Information Retention
  • Insider Trading

Our Code of Ethics and Business Conduct lays the foundation for the behaviors expected from our employees, based on our corporate values of Collaboration, Integrity and Leadership.

Read our Code of Ethics; also find relevant aspects of our Code of Ethics and details about our values.

Code of Ethics

Code of Ethics highlights

The board of directors is responsible for supervising the overall operation of our company. Chaired by our CEO Lorenzo H. Zambrano, the board consists of 13 directors. Seven of our 13 directors qualify as independent directors.

More information on our corporate governance can be found in the Investor Relations section. Click to access each of the following categories that comprise the Investor Relations section on Governance:

Chairman of the Board statement

Board of Directors

Management Team

Committees

Bylaws

Sarbanes-Oxley Act

CEMEX and the NYSE

The Golden Rule. CEMEX will abide by principles of fair trade and competition, and will not tolerate price-fixing, market allocation, predatory pricing, or other illegal market practices.

What is it? Antitrust laws seek to prevent monopolies, collusions, and other anti-competitive behaviors, based on the principle that competition benefits consumers and promotes economic growth.

Governments across the world are increasingly active in enforcing antitrust and competition laws, and are cooperating with each other to prevent anti-competitive behavior. Furthermore, local laws are converging on basic antitrust principles and concepts.

Why is it important? As our industry consolidates and CEMEX grows and becomes more visible, it is essential that we understand and comply with antitrust laws and principles. The consequences of illegal behavior can be devastating:

  • Hundreds of millions of dollars in fines
  • Severe criminal penalties
  • Payments of up to three times of damages
  • Loss of markets and mandatory disposals of assets and subsidiaries
  • Break-ups of companies and business units
  • Long and expensive litigation

It is also vital for CEMEX's long-term growth that our competitive advantage be based on superior business practices and strategies, with a strong foundation of ethical and lawful practices.

Global Antitrust Compliance Policy

The Golden Rule. CEMEX does not tolerate bribery in any form.

What is it? Under applicable laws in the United States, Europe, and other places where CEMEX does business, it is a crime for CEMEX directly, or through an intermediary, to offer, pay, or promise to pay, a bribe or anything of value to a government official (including employees of state-owned enterprises and officers of public international organizations) for the purpose of obtaining or retaining business. The term "anything of value" includes both monetary and non-monetary gifts and bribes, and can include favors and other types of consideration.

Why is it important? Bribery and corruption represent illegal, unethical and socially irresponsible activities that can have harsh implications, such as:

  • Grave harm to corporate and personal reputations
  • Substantial civil and criminal penalties
  • Loss of important market opportunities
  • Market distortions and perpetuation of improper business practices
  • Costly and stressful litigation for companies and individuals
  • Harmful and corrosive impact on societies and communities

Anti-Bribery/Anti-Corruption Policy

The Golden Rule. Retain key documents for prescribed periods; discard unnecessary or obsolete documents regularly.

What is it? CEMEX's Document Retention Policy establishes guidelines and retention periods for different types of company documents. Retention periods vary by country, media, and type of information contained. The Policy also identifies the documents that should be periodically destroyed.

The term "documents" refers to all types of media containing a wide array of information. The following are just some of the types of documents subject to retention periods:

  • Communication and press materials
  • Contracts and other legal obligations
  • Engineering and technical matters
  • Financial and accounting information
  • Payroll and other HR data
  • Corporate records
  • Environmental records and other documents
  • Tax returns and government correspondence

Why is it important? Our information is a very valuable asset. The Information Retention Policy is designed to protect our information by prescribing consistent practices for identifying and handling different types of documents. Just as importantly, the Information Retention Policy aims to ensure compliance with various laws throughout the world that require the safeguarding of certain information for prescribed periods.

CEMEX Information Retention Policy

The Golden Rule. It is illegal and contrary to CEMEX Policies to use material non-public information to make investment decisions.

What is it? The federal laws of Mexico and the United States prohibit using material nonpublic information concerning CEMEX or another company, in order to make investment decisions on securities of CEMEX or such other company.

Information is deemed "material" if a reasonable person would consider the information relevant in making an investment decision. Material information may include sales and earnings results, major changes in product lines, proposed mergers, acquisitions, divestitures, cash and stock dividends, redemption of securities, stock repurchase plans, recapitalization programs, securities offerings, and litigation and investigations. Employees are precluded from trading in any securities CEMEX may have plans to acquire, both before and after the announcement of the acquisition.

An "investment decision" is a decision to buy or sell a security. In some cases (for example, if instructions have already been given to sell or buy), a decision to hold a security may also be an "investment decision".

A "security" is a publicly traded instrument representing an economic interest in a company or other issuer, and may be in the form of capital or debt. Examples of securities include shares, CPOs, ADSs, bonds, and notes. A security is also a derivative instrument having any such securities underlying.

Why is it important? Insider trading on the basis of material non-public information represents an illegal and unethical activity that undermines investor confidence; can greatly harm corporate and personal reputations; and may result in substantial civil fines, the loss of profits resulting from illegal trading, and criminal penalties of up to 10 years of imprisonment per violation. The same penalties and fines may be imposed upon third-parties who act based on information obtained from CEMEX insiders and employees.

CEMEX Insider Trading Policy