The purpose of the Anti-Bribery and Anti-Corruption Policy (‘the Policy’) is to ensure the compliance of TSKB Sürdürülebilirlik Danışmanlığı A.Ş. (‘the Company’) with legal regulations against bribery and corruption, ethical and professional principles, and universal rules.
The Anti-Bribery and Anti-Corruption Policy covers all Company employees including the Board of Directors as well as intermediaries, proxies, suppliers, contractors, third persons, affiliated agencies and co-workers. This Policy is an inseparable part of the Ethical Principles and other internal regulations adopted by the Board of Directors and all employees as well as Company regulations and other legal regulations.
Bribery is a person’s gaining unfair advantage upon acting in violation of the requirements of their duty by performing or not performing, speeding up or slowing down a specific work within the framework of an agreement they reached with a third person. Corruption is direct or indirect bribery, and the act of offering, demanding, giving or accepting bribery or all sorts of other illegal benefits, which prevents the person from executing their duty in line with the laws or from performing the required acts.
D. POWERS and RESPONSIBILITIES
It is the duty of the Company’s Board of Directors to ensure the Anti-Bribery and Anti-Corruption Policy is established, applied and updated. The Company shall impose disciplinary sanctions if the employees act in violation of these principles. The CEO shall be assigned by the Company Board to the task of investigating such cases. Company employees shall be responsible for filling in a complaint form to report to the CEO any suspicious or uncertain cases including bribery and corruption. The CEO shall examine such forms completed by Company employees but the identity of the reporting employee and the contents of the report shall be kept confidential. At the end of the investigation, if necessary, the reporting employee shall receive feedback.
E. MAJOR RISK AREAS FOR ACTS OF BRIBERY AND CORRUPTION
The Company aims full compliance with the relevant laws, regulations and principles, and shall never tolerate any act of bribery or corruption irrespective of its purpose. Any business relations with third parties that wish to receive services from the Company through bribery shall be terminated. The major risk areas where bribery and corruption may take place are described in detail below:
- Gifts and Business Hospitality: A gift is a product which is usually given by customers or persons having a business relationship with the Company as a means of appreciation or commercial courtesy and does not require a financial payment. All gifts given to third parties by the Company shall be offered explicitly and unconditionally in good faith. Although the same principles apply for accepting a gift, gifts which are not customary and have a nature and value that could result in a sanction must not be accepted except for symbolic gifts given in line with these principles. In order to build commercial communication networks and improve commercial relations, business hospitality may be offered to clients, consultants, lawyers, auditors and other companies with which the Company has business relations. The Company shall offer such business hospitality to third parties explicitly and unconditionally in good faith. Even if it complies with this Policy, no gifts or business hospitality that could lead to a conflict of interest or could be perceived as such shall be offered or accepted.
- Political Donations: No politically-motivated donations shall be made in the name of the Company.
- Outsourcing Companies and Business Partners: Before considering an outsourcing company for support services, among others, or a business partner, the Company shall conduct due diligence and not work with those persons and companies that prove to be notorious for bribery or corruption. Outsourcing companies and business partners shall be obliged to comply with this Policy and other relevant regulations. The Company shall inform the said companies and business partner on their obligation to follow this Policy. Business relations with any persons and companies that do not follow the said principles and other relevant regulations shall be terminated.
- Facilitation Payments: The Company shall not allow the persons or companies covered by this Policy to offer facilitation payments in a bid to secure or speed up a routine transaction or procedure before public agencies.
F. F. POLICY VIOLATIONS AND SANCTIONS
All Company employees shall be responsible for complying with this Policy as well as all legal anti-corruption regulations. If Company employees violate the principles of this Policy, disciplinary action including termination of employment shall be taken depending on the nature of violation. In addition, those who fail to follow the legal anti-corruption regulations in force might face penal sanctions. It is unacceptable for an employee to face mistreatment for refusing to participate in an act of bribery or corruption, reporting any violations of the principles in this Policy or expressing any concerns on possible corruption cases in the future.
As a legal requirement, all Company employees shall be regularly provided with trainings on ‘Anti-Money Laundering and Counter Terrorist Financing (AML/CTF) Measures’ and ‘Competition Law’. The said training events shall be held under the support of TSKB Human Resources Department.
This Policy shall be reviewed and updated as required on a regular basis.
I. ENTRY INTO FORCE
The Anti-Bribery and Anti-Corruption Policy shall enter into force after it is approved by the Board of Directors.
Ethics is the entire set of measures analyzing the values, norms and rules setting the foundation of personal and social relations from the perspective of what is right or wrong, or good or bad. Professional ethics regulate the relations of professionals with the society while organizational ethics introduce certain rules for offering solutions to internal and external issues to define the internal culture of conduct. The purpose of this code is to outline the basic rules that must be adhered to and prevent any disputes and conflicts of interest that may arise between employees, business partners, customers and the Company (TSKB Sürdürülebilirlik Danışmanlığı A.Ş.).
2. CORE PRINCIPLES
Managers and employees must ensure that they carry out their daily activities and sustain their relations with others in compliance with the basic principles provided in this document to maintain the reputation of the Company. In circumstances not covered by these rules, employees must act in line with the principles of due diligence and loyalty.
3. ROLES and RESPONSIBILITIES
3.1. Board of Directors
The Board of Directors is responsible for setting and supervising the enforcement of the reporting, inspection and enforcement mechanisms put into place in case of failure to comply with the rules in the document as well as regulations.
The Board of Directors is responsible for preparing, developing, executing and updating this policy. The Board of Directors is also responsible for;
- a. taking the necessary measures to ensure the compliance of employees with the principles of this policy,
- b. reporting to the CEO any matters contrary to this policy for review,
- c. taking the necessary measures to ensure the compliance of outsourcing companies and business partners with this policy.
3.2. TSKB Sürdürülebilirlik Danışmanlığı A.Ş Employees
TSKB Sürdürülebilirlik Danışmanlığı A.Ş employees are responsible for;
- a. adhering to and complying with the policies, regulations and procedures,
- b. working in accordance with the legislation in force,
- c. reporting any conduct, activity or practice contrary to this policy to the Company.
3.3 Outsourcing Companies and Business Partners
Outsourcing companies and business partners must comply with the principles of this policy and other relevant regulations. All business relations with non-compliant persons and/or organizations shall be terminated.
3.4 In-house Circulation
The CEO is responsible for the in-house circulation of this policy document.
4. PRINCIPLES OF IMPLEMENTATION
4.1. Conflicts of Interest
The basic principles governing conflicts of interest and the management thereof are provided below.
- Our employees shall not use their duties and powers for the benefits of their own, their families or third parties to gain personal and private interests in any manner whatsoever.
- Our employees shall neither accept direct or indirect gifts and obtain benefits in relation with the Company business nor accept debts from persons or companies that the Company has business relations with.
- Our employees shall neither give gifts nor provide benefits to third parties and organizations which will influence their impartiality, decisions and behaviors.
- The resources and the means of the Company shall not be used for the purpose of supporting political activities. No political activities shall be carried out within the Company. No donations shall be made to political parties or the candidates thereof, and political campaigns shall not be supported.
The details about the above articles are presented below.
4.1.1. Gifts That May Be Given
Employees must make sure that the gifts to be given to parties with which the Company has business relations are in line with the rules set forth in this document. The below rules shall apply to the gifts that may be given accordingly.
- The basic rule here is not to make any amount of payments in cash or give gifts that can easily be converted into cash. However, as per our traditions and customs, the gifts that our employees may give due to private or general celebrations (weddings, engagement ceremonies, birthdays, etc.), in accordance with their status and position are outside of this scope.
- • The value of the gift given shall not exceed TL 500. The approval of the CEO shall be required for exceptions. The amount stated herein shall be increased annually at a rate equal to the Wholesale Price Index.
- • The gifts given must not aim to influence the impartiality, decisions and behaviors of the other party with regard to any business affair, agreement or bureaucratic transaction that the Company is involved in.
4.1.2. Gifts That Can Be Accepted
Employees shall not ask for any personal payments or gifts from third parties that have business relations with the Company nor act in a manner to imply such requests. Provided that the rules of integrity and good faith are complied with, gifts may be accepted only as per the following rules.
- Our employees shall not accept payments in any manner and quantity whatsoever. This includes instruments that can easily be converted into cash (gift cheques, etc.).
- Gifts may be accepted provided that they do not exceed TL 500, are not related with any business or agreement that concerns the Company and it is clear that such gifts are not given for the purpose of influencing employees
- In case they are offered non-cash gifts or offerings the value of which exceeds TL 500, employees shall not accept such gifts as a principle. However, exceptionally, if a gift is presented in a manner and for a reason that does not lead to a conflict of interest, such gifts may be accepted upon the written approval of the Management. Written approvals shall be obtained from the CEO.
Approvals indicating that any gifts may be accepted must be kept by the party obtaining the permission.
4.1.3. Gifts That Can Be Given to Public Officials
When there is an intention to give gifts to any public official or public employee, decisions taken and periodically updated by the Public Officials Ethics Committee shall be respected.
4.1.4. Business Lunches and Dinners
When inviting someone for, or attending to, a lunch or dinner invitation, employees must be careful to ensure that the invitation is suitable for the purpose. As a principle, an invitation extended as a business lunch/dinner must be at a location that is suitable for the concept of a business lunch/dinner, and the positions of the attendees.
4.1.5. Activities of a Political Nature
The Company respects the rights of the employees to individually take part in political events. However, those who take part in political events must clearly specify that they are not representing the Company. The following are expected from the employees who take part in political events:
- To clearly reveal the fact that they are not representing the Company in any manner whatsoever.
- • To absolutely avoid using Company resources in fulfilling or supporting personal political activities (including Company time, telephones, papers, e-mail and other assets).
4.1.6. Sideline/Second Jobs
Company employees shall not work at a paid second job neither during work days, weekends, national holidays and general holidays nor during their annual paid leave days. The Company CEO shall be informed for any cultural, artistic or scientific work carried out in return for royalties.
Furthermore, in case employees receive an offer that requires them to receive remuneration such as consultancy or a similar position, or in case they hold direct or indirect shares at a company, they must obtain the written approval of the CEO.
In addition, employees may carry out voluntary activities (such as those for legally-founded charities, foundations or non-governmental organizations) in such a manner as to not disrupt their duties and responsibilities at the Company. However, they shall not use their corporate titles and positions during the course of such activities.
4.1.7. Personal Investments
When employees are managing their personal investments, they shall not make personal investments with the shares of the companies or other investment instruments which will create any possible conflict of interest with their duties and responsibilities at the Company.
4.2 Relations with the Stakeholders
The basic principles that the employees must take into consideration in regard to their relations with each other or stakeholders such as business partners, customers and suppliers are listed below.
- The principles of integrity, trust, consistency, professionalism, long term relations, and respect for mutual interests are observed in relations with the customers, suppliers, and other persons and organizations that the Company has business relations with.
- The objectives regarding services and products include superior quality, and meeting the needs and expectations of the customers fully.
- Competitors’ products shall not be slandered, and misleading advertising shall not be allowed.
- In management, no discrimination based on race, ethnic origin, nationality, religion and gender shall be allowed. Persons of equal standing shall be provided with equal opportunities. Performance and efficiency shall be taken as the basis for remuneration and promotions.
- Unless expressly authorized, employees shall not undertake any commitments or make statements on behalf of the Company.
- Company operations shall be carried out taking into account the legislation in effect, the articles of association of the Company, internal regulations and the policies created.
- Employees shall carry out their duties in an equitable, transparent, accountable and responsible manner.
- Mutual respect, trust and cooperation are essential in relations between employees.
- All employees shall fulfill their responsibilities to protect and further the prestigious image of the company. Accordingly, all employees shall ensure that their personal attitude and behavior are in compliance with the law and the general code of ethics.
- • The Company is sensitive about its social responsibilities. It complies with the regulations concerning the environment, consumers and public health. The Company supports and respects internationally recognized human rights. It fights all sorts of corruption, including malversation and bribery.
Giving wrong, misleading and exaggerated information during contact with our customers or other organizations must absolutely be avoided.
4.2.2. Media Researches and Interview Requests
Any and all kinds of interviews or disclosure requests to be used in the media shall be coordinated and replied by the CEO in writing.
Employees shall not make any disclosures to any media organization, whether written, verbal, or visual, on matters regarding the Company without the permission of the CEO or the Chairman of the Board of Directors.
Delivering speeches and presentations during events such as congresses, conferences and seminars organied by others or attending such events as panelists require the written approval of the CEO. Likewise, no articles, writings or pictures shall be prepared by using the job titles at the Company without approval.
For the pricing of all products and services delivered by the Company, employees shall be obliged to comply with the internal regulations as well as the relevant legal obligations. Compliance with the rules set forth in this document hereby and the reputation of the company shall be taken into consideration with regard to pricing.
4.2.4. Customer Complaints
Any and all complaints of customers with regard to corporate products and services must be directed to the required channels in order to ensure a fast and proper solution. Any and all serious and extraordinary complaints,which may affect the reputation of the Company must be conveyed to the Board of Directors and the CEO without delay.
4.2.5. Transactions Against the Competition Law
ÇEmployees shall not be involved in agreements with the competitors that may create a dominant position in the market or influence the pricing and marketing policies or violate the competition regulations under no circumstances whatsoever. In case of uncertainties, opinions of the Legal Affairs Department shall be sought.
4.2.6. Legal Matters
In case employees are involved in a penal or administrative investigation, taken under custody, arrested, interrogated or convicted due to any reason whatsoever (to be heard as witnesses or as the defendant or suspect), they must immediately inform the CEO in writing, or, in cases that is not possible, orally. The CEO shall inform the Legal Advisor in such a case and, where necessary, the employeee shall be provided with the services of an attorney.
4.3. Flow of Information
4.3.1. Security of Information
All company related information is subject to the principle of confidentiality, and it is forbidden to convey such information to third parties and trade such information. Accordingly;
- Any and all kinds of Company information as well as the personal information of the employees, customers and business partners shall be kept confidential.
- Employees shall not disclose any confidential and non-public information about the Company nor shall they use such information in their own favor and in the favor of others.
- Care shall be exercised with regard to restrictions concerning royalties, trademarks, trade secrets and patents.
- • Information related to the customers of the Company shall be kept confidential within the context of protection of personal data. They shall not be provided to third parties by any means except for the written orders of competent authorities.
4.3.2. Information Regarding the Company
Proprietary trade secrets, financial information, customer and employee information, and all information acquired during the working time, materials, programs and documents, computer and telecommunication systems, hardware and software, and all other arrangements and practices as well as all works, agreements, and products developed by the employees during their term with the company, are confidential, and are owned by the Company. The information related with third parties acquired during such works shall also be included within this scope.
It is absolutely forbidden to use such documents for personal or private interests or for the benefit of third parties, entities and organizations while working at the Company or afterwards upon leaving work.
4.3.3. Prohibition of Insider Trading
It is absolutely forbidden for employees who possess any and all confidential information on the Company, its customers or transactions, to use such information when buying and selling any capital market instruments and financial instruments including shares to gain personal interests or to convey this information to third parties to confer benefits on such third parties.
4.3.5. Confidentiality of Electronic Documents or Other Information
Essentially, employees should not use the equipment, system or e-mail systems of the Company to prepare, store or send personal and private information. However, in case of such use, they shall be deemed to have waived the confidentiality of their personal information, and the employees responsible for the supervision and security of the Company shall be entitled to examine such information.
Employees are expected to comply with the principles set forth within the scope of the Code of Ethics and Conduct. Accordingly;
- Action shall be taken as per the Labor Law, other relevant legislation and the provisions of the internal procedures about those who violate the rules set forth in this document hereby.
- • Employees who know/suspect of any rule violations, but do not inform the Company CEO about the issue shall be held equally responsible as the employee who is in violation.
6. The Company’s Code of Ethics and Conduct shall enter into force after it is approved by the Board of Directors.