March 2026
The Judgment of the High Court of Justice of Galicia (Tribunal Superior de Justicia de Galicia) dated 28 January 2026 provides useful guidance for defining the practical relationship between corporate Codes of Ethics and Ethics/Whistleblowing Channels and disciplinary dismissal procedures. The ruling makes clear that neither a Code of Ethics nor an Ethics Channel can automatically invalidate a disciplinary dismissal, nor can they transform the company’s internal procedures—particularly information-gathering or hearing stages—into formal prerequisites for the validity of a termination decision.
In reaching this conclusion, the Court reasoned that both Codes of Ethics and Ethics Channels are unilateral corporate self-regulation mechanisms aimed at establishing standards of conduct, enabling internal reporting channels, and implementing preventive and organizational measures typical of integrity and compliance systems. However, they do not form part, in themselves, of the system of sources governing the employment relationship under Article 3 of the Spanish Workers’ Statute (Estatuto de los Trabajadores), nor do they constitute collective bargaining agreements—whether statutory or extra-statutory—or regulations with comparable normative effect. Consequently, they lack the legal force to impose, as a general rule, additional formal requirements beyond those governing disciplinary dismissals under Articles 54 and 55 of the Workers’ Statute. Nor can they replace the prior hearing requirement set out in Article 7 of ILO Convention No. 158, whose formal enforceability was introduced into Spanish case law by the Supreme Court judgment of 18 November 2024. Allowing a unilateral instrument drafted by the employer to introduce constitutive conditions for the validity of a dismissal would undermine the system of sources of employment law and effectively allow the legal framework to be indirectly modified through internal organizational decisions.
In light of the above, for such instruments to have binding effect they must clearly and operationally expand employees’ guarantees or rights; however, they cannot operate as an invalidating limitation that conditions the employer’s disciplinary powers beyond the circumstances provided for by law or by an applicable normative source. In particular, non-compliance with such instruments in the context of a disciplinary dismissal does not automatically render the dismissal unfair, unless a legal, collective bargaining or contractual provision with normative effect expressly establishes that consequence. This was not the case in the matter under review.
Nor can the alleged invalidating effect be grounded in the principle of venire contra factum proprium (the doctrine of prior acts). This principle requires a prior course of conduct by the employer that is clear, unequivocal and conclusive, capable of generating a legitimate expectation in the other party that a certain future course of action will be followed, such that any subsequent contradictory conduct would be legally impermissible. When a Code of Ethics is used merely as a reference framework to assess the conduct attributed to the employee, or when it is mentioned in the dismissal letter, this does not in itself amount to the employer’s self-imposition of an alternative or enhanced disciplinary procedure, nor does it constitute a waiver of its legally recognized sanctioning powers. The reference to the Code serves a descriptive function and provides an ethical and professional framework for the facts, but it does not alter the legal nature of the Code or convert it into a regulatory source governing dismissals or a constitutive requirement under Article 55 of the Workers’ Statute.
Furthermore, the hearing mechanisms contemplated in such instruments are designed as internal safeguards within a specific investigative procedure under the company’s internal reporting system, activated when the competent body identifies potential indications of misconduct. They are not intended to operate as a general, unconditional disciplinary hearing that must necessarily precede any termination decision. In addition, in the case analyzed, the Ethics Channel itself defined its scope and expressly excluded certain matters of a purely employment-related or human resources management nature, which prevents it from being considered a universal and mandatory step prior to the adoption of any disciplinary measure.
Accordingly, in the absence of any legal, collective bargaining or contractual rule with normative effect requiring, in the case at hand, an information and hearing procedure as a formal prerequisite for disciplinary dismissal—and given that the doctrine of prior acts cannot transform a self-regulatory instrument into an invalidating requirement—the Code of Ethics and the Ethics Channel cannot be deemed to have sufficient legal effect to preclude a substantive review of the dismissal or to support a finding of unfair dismissal on the basis of an alleged formal defect that does not in fact exist.
Bruno Alvarez Padin
Partner
