CORPORATE GOVERNANCE / CODE OF ETHICS, BYLAWS, REGULATIONS AND CORPORATE POLICIES
Code of Ethics, bylaws, regulations and corporate policies
At Dia Group, integrity, respect, and responsibility guide our everyday actions. We have a robust regulatory framework designed to ensure ethical and professional conduct at all levels, grounded in the best national and international practices of compliance and good governance.
Our regulatory system comprises various documented and disseminated instruments, including a Code of Ethics that forms the cornerstone of our values, a comprehensive range of corporate policies that establish general principles for every area, and a set of control and monitoring mechanisms that ensure these principles are applied properly throughout the organisation and value chain.
Code of Ethics
The Code of Ethics formalises Dia’s ethics and integrity model, establishing mandatory behavioural guidelines for all employees, executives and members of the Board of Directors. It sets out our core ethical principles of respect, integrity, commitment, loyalty and responsibility, and defines principles of conduct across a wide range of areas, including human and labour rights, diversity and inclusion, health and safety, protection against harassment, zero tolerance for corruption, sustainability, fiscal and financial transparency, market transparency, consumer protection, competition compliance, the responsible use of resources, the protection of intellectual and industrial property, and data protection.
We make this guide to ethical principles available to all individuals, organizations, and institutions so that they can better understand our framework of action.
Reporting Channel
To report any breaches of the Code of Ethics and resolve any doubts regarding interpretation, the company has an Ethical Channel divided by country for consultation and general information. This reporting and consultation channel is not only available to employees, but also to franchisees and suppliers.
Internacional Sanctions
To report the European Commission of any suspected violation of international sanctions taken by the European Union.
Corporate bylaws
DISTRIBUIDORA INTERNACIONAL DE ALIMENTACIÓN S.A. is governed by these articles of association, last revised on 20 June 2025, registered in the Commercial Registry of Madrid on 29 August 2025.
Regulations of the General Shareholders Meeting
The purpose of the Regulations of the General Shareholders Meeting is to develop the legal and bylaw provisions regarding its organization and functioning. It regulates aspects such as the call to meeting, the constitution of the Meeting, and its procedural rules. Through these regulations, shareholders can understand how to exercise their rights within the General Meeting, thereby encouraging and facilitating their participation. Its formulation has taken into account legal and bylaw provisions, good corporate governance recommendations for listed companies, and the company’s own experience.
The most recent amendment to these regulations was approved on May 31, 2021, and registered with the Mercantile Registry of Madrid on July 5, 2021.
Regulations of the Board of Directors
The purpose of this regulation, the latest version of which was adopted on January 22 2026 and registered with the Commercial Registry of Madrid on April 28 2026, is to specify the principles for actions of the board of directors, the basic rules of its organisation and functioning and the rules of conduct for its members.
Regulations of the Audit and Compliance Committee
These regulations, the latest version of which was adopted on 24 January 2025, set out the Committee’s competences and the principles underlying its actions, as well as the basic rules governing its organization and functioning.
Regulations of the Nomination and Remunerations Committee
These regulations, the latest version of which was adopted on 22 January 2026, set out the Committee’s competences and the principles underlying its actions, as well as the basic rules governing its organization and functioning.
Internal Code of Conduct in the Securities Markets
The internal rules of conduct in the securities markets have been approved on 26 July 2016. These rules have been established in order to safeguard the interests of investors in the securities of DISTRIBUIDORA INTERNACIONAL DE ALIMENTACIÓN, S.A and to prevent and avoid any irregularity or abuse, while adhering strictly to applicable law.
Corporate Policies
Dia Group’s corporate policies complement and develop the principles of the Code of Ethics, forming the internal regulatory framework that guides the organisation’s actions relating to economic, social, environmental and governance matters. These policies demonstrate the company’s dedication to responsible and ethical management, in line with not only current legislation and good governance recommendations, but also with international sustainability and compliance standards.
Dia Group actively promotes knowledge of, and adherence to, these policies, providing the entire organisation with training and up-to-date resources. These policies are periodically reviewed to ensure they adapt to an evolving environment and stakeholder expectations.
Depending on their scope and level of responsibility, policies are approved by the Board of Directors or the Management Board, in accordance with the Group’s governance system.
-
PEOPLE AND CULTURE -
Directors’ Remunerations
-
Risk Management
-
International Sanctions Compliance
-
Anti-Bribery and Inducement
-
Crime prevention and anti-corruption
-
Managing conflicts of interest and related party transactions
-
Tax Policy
-
Responsible Artificial Intelligence Use
-
Franchise
-
Food Quality and Safety
-
Business Continuity
-
Information Security
-
Diversity, Equality and Inclusion Policy
-
Sustainability
-
Environmental
-
Labor Human Rights in the Value Chain
-
RESPONSIBLE MARKETING
-
External Relations
-
Investor Relations
-
System of Internal Control over Financial Information (SCIIF) and Sustainability (SCIIS)
