Anti-Bribery and Anti-Corruption Policy
Article 1: Purpose
Çates Electricity Production Inc. As (“Company”), we fight to prevent bribery and corruption within the framework of our understanding of corporate responsibility.
This Anti-Bribery and Anti-Corruption Policy (“Policy”) aims to clearly state the Company's approach to bribery and corruption. This Policy aims to comply with anti-bribery and corruption laws and regulations, ethical and professional principles and universal rules.
Article 2: Definitions
“Ethics Board” refers to the senior authorized board that is responsible for carrying out the Company's activities within the framework of ethical rules, evaluates and decides on ethical notification issues regarding employees with the title of Manager and above, and is also the final decision-maker regarding ethical issues for all other employees.
“Ethics Committee Representative” refers to the representative authorized by the Ethics Committee.
“Disciplinary Committee” refers to the committee that evaluates and decides on ethical notification issues regarding employees with Manager/Director and lower titles in the Company.
Article 3: Scope
This Policy;
(i) Members of the Company's Board of Directors,
(ii) Company managers and employees,
(iii) The Company's affiliated companies, if applicable, their liaison offices abroad and their employees,
(iv) The companies and their employees from whom we purchase goods and services, and
(v) Companies from which we receive external services; It includes individuals and organizations working on behalf of the Company, including consultants, lawyers, advisors and external auditors, and other persons ("Business Partners"), including customers with whom the Company has commercial relations.
Article 4: Duties and Responsibilities
Board of Directors
Company Board of Directors;
(i) Provides the necessary environment for the implementation of the anti-bribery and corruption policy,
(ii) Ensures the development and monitors the work of the Ethics Committee and Disciplinary Committee in order to prevent bribery and corruption,
(iii) Responsible for ensuring that this Policy comes into force within the company and for all future changes to this Policy,
(iv) Ensures the establishment of the necessary communication channels for reporting behavior contrary to the Policy and takes measures to ensure the privacy and security of the persons making the notification.
Ethics Committee and Disciplinary Committee
The Ethics Committee and Disciplinary Committee work to resolve the problems encountered during the implementation of the Policy and express their opinions. The Ethics Committee and Disciplinary Committee take reasonable steps to ensure that the parties within the scope of this Policy act in accordance with this Policy, such as supervising employees to detect inappropriate behavior.
The Ethics Committee and Disciplinary Committee meticulously handle the complaints and notices received and initiate the necessary investigation through the Internal Audit Unit. If it is detected that a rule has been violated, it takes the necessary action.
The Ethics Committee makes routine evaluations as to whether the Policy is effectively implemented. If necessary, due to changes in legislation or in order to make the Policy more effective, it submits suggestions for changes in the Policy to the Company's Board of Directors.
The Ethics Committee submits a report to the Company's Board of Directors every quarter on what steps have been taken to comply with this Policy.
The Ethics Committee and Disciplinary Committee may fulfill their duties and responsibilities within the scope of this Policy through the Human Resources, Internal Audit Unit or other Company functions it deems appropriate.
When company employees encounter unethical behavior in the workplace, they can voice their complaints anonymously, from outside the company or abroad, by calling 0850 575 0 575, without having to provide their identity and contact information.
They can also share their notifications by sending an e-mail toetik@Şirket.com.
Company Code of Ethics and other documents regarding Disciplinary Practices are documents that support the implementation of this Policy.
Human Resources
Human Resources is responsible for creating the relevant procedures to create the necessary awareness and awareness and for taking the necessary measures in all human resources processes to comply with the procedures.
Internal Audit Unit
The Internal Audit Unit is responsible for examining the notifications and findings that the Ethics Board and Disciplinary Committee decide to conduct ethical review regarding acts and behaviors that are contrary to this Policy, and reporting them to the Ethics Board and Disciplinary Committee.
Managers and Employees
All employees accept this Policy and act in accordance with the principles contained in the Policy. Managers ensure that the principles in the Policy are understood and implemented by the Business Partners and employees for whom they are responsible.
Employees cannot be forced to act contrary to the Policy under any circumstances or by anyone.
All employees are obliged to report any behavior contrary to the Policy to their managers and/or the Ethics Committee and Disciplinary Committee.
Article 5: Implementation Principles
Article 5.1: Corruption and Bribery
As a company, we have adopted the principle of complying with universal legal rules, laws and regulations within the scope of bribery and corruption, and ethical and professional principles.
For the purposes of this Policy, “bribery” means a person obtaining a benefit for himself or any other person by agreeing with a third party to act contrary to the requirements of his duty, by doing or not performing his duty, or by accelerating or slowing down his duty.
For the purposes of this Policy, bribery also means offering, promising or giving an inducement or reward for the purpose of gaining any commercial, contractual, regulatory or personal advantage. Money or any offer, promise, gift or benefit may constitute a bribe. The benefit provided does not need to be of high financial value to be considered a bribe. For the crime of bribery to occur, it is sufficient for the parties to agree on the benefit to be provided; it is not important that the benefit is provided. Incentive programs, starting bonuses or extra payments made to public institutions may be considered bribery. Additionally, intangible benefits such as providing information, advice or assistance for the purpose of completing a commercial transaction may also be considered a bribe. To summarize, a bribe is any financial or other benefit offered, provided, permitted, requested or obtained as an inducement or reward for the improper performance or non-performance of a relevant duty by a person or the use of a benefit that is inherently improper. is to be accepted.Within the scope of this Policy, "corruption" is the abuse of authority arising from the position occupied by a person in order to directly or indirectly benefit himself or a third party.
Among other things, extortion, fraud, money laundering, embezzlement, extortion, nepotism are also considered abuses within the scope of this article.
When company employees are faced with bribery, corruption or any other abuse by any person, company or institution, this situation must be immediately reported to the relevant Ethics Committee.
Company employees;
(i) While carrying out his duties, he cannot obtain financial benefit under the name of commission or any other name, nor can he make any offers to this effect.
(ii) Cannot offer any advantage, or make verbal or written agreements, directly or using an intermediary, in order to obtain any business-related or unrelated advantage from public or private persons or institutions.
(iii) It cannot create advantageous situations in exchange for privileges in its relations with third parties and institutions and cannot accept offers to this effect.
(iv) He shows utmost care and takes the necessary precautions to ensure that even his behavior with a different intention does not raise suspicion and impression in this direction.
Article 5.2: Relations with the Public
The Company's relations with public administration, political organizations, unions and other organizations; It should be based on the principles of integrity, honesty, equality and independence at the highest level.
Company employees should not become members of political organizations using the company name while performing their duties. However, during their personal memberships, they are obliged to avoid any activity that may harm the company's interests and image and negatively affect their working hours. None of our employees may engage in resource management activities or campaign activities of a political nature at work or use the Company for these activities.
“Public” means public, state and all levels and subdivisions of government bodies (local, regional or national and administrative, legislative or executive). Public official means any person who is appointed, elected or otherwise participates in the conduct of public activities on a permanent, permanent or temporary basis, regardless of their nationality and country of affiliation (“Public Official”). Within the framework of this Policy, (i) professional organizations that are public institutions, (ii) companies established with the participation of public institutions or organizations or professional organizations that are public institutions, (iii) foundations that operate within public institutions or organizations or professional organizations that are public institutions, Representatives of (iv) public benefit associations, (v) cooperatives, (vi) public joint stock companies and (vii) public companies are considered Public Officials, regardless of their identity.
Company employees and Business Partners cannot make or offer to make an improper payment to a Public Official, even if it is in favor of the Company. May not directly or indirectly give anything of value to Public Officials for the purpose of influencing an official action or decision.
Article 5.3: Facilitation Payments
A “facilitating payment” is an informal and non-transparent payment of a small amount to a Public Official for the purpose of facilitating or expediting the performance of routine and necessary government action. Persons and organizations within the scope of this Policy are prohibited from offering facilitation payments to secure or accelerate a routine transaction or process (obtaining permits and licenses, obtaining documents, etc.) with government institutions.
If those concerned are not sure whether the requested payment constitutes a facilitation payment, they should not make the payment and should first report the issue to the Ethics Committee and obtain the Ethics Committee's approval.
Article 5.4: Gifts and Entertainment
“Gift” is a product that does not require any financial payment and is generally given as a thank you or commercial courtesy by business contacts or customers.
Offering or accepting gifts, hospitality, hospitality (e.g. entertainment, accommodations and travel) or benefits that are not a reasonable or bona fide expense that improperly affects or could influence the outcome of a transaction is prohibited. Any request for inappropriate gifts, entertainment or hospitality must be reported immediately to the Ethics Committee and Human Resources.
Gift and hospitality expenses must be properly recorded in the Company's books and records and their compliance with this Policy and Company procedures must be regularly audited. In addition, all Company employees submit a list of gift acceptances over 100 US Dollars, along with their estimated value, to the Ethics Committee Representative every quarter.
Company employees must obtain approval from the Ethics Committee Representative when giving gifts to Public Officials and private individuals within the framework of maintaining the business relationship. No gifts can be given without these approvals. In addition, Company employees cannot spend meals or entertainment for third parties exceeding USD 100 without obtaining prior permission from the Ethics Committee Representative.
Accommodation or travel expenses for Public Officials are only subject to prior approval from the Ethics Committee Representative. Private persons cannot spend accommodation or travel expenses exceeding 100 US Dollars without obtaining approval from the Ethics Committee Representative.
Company employees receive free conferences, introductory meetings, training, etc. from Public Officials and private individuals within the framework of maintaining business relations. Participation offers for this purpose can only be accepted with the written approval of the senior manager of the relevant function and the Ethics Committee Representative. In any case, Company employees;
(i) Must be careful when giving and receiving gifts.
(ii) He cannot request gifts from individuals and organizations and/or customers with whom he has commercial relations, and cannot imply that he expects such a thing.
(iii) Cannot offer or accept gifts or privileges that may affect impartial decision-making and behavior. If a decision cannot be made regarding the suitability of the gift, written approval must be obtained from the relevant Ethics Committee Representative.
(iv) Cannot accept gift money under any circumstances.
(v) They can only accept gifts with a monetary value of no more than 100 US Dollars that will not harm corporate reputation and relations, and that occur due to the nature of the business.
(vi) They cannot accept gifts with a monetary value of more than US$100 on behalf of a third party or party.
(vii) In cases where it is decided that returning a gift worth more than 100 US Dollars is not practical or may have undesirable consequences in terms of the business relationship, the acceptance and use of the gift in question may only be deemed appropriate with the written approval of the relevant Ethics Committee Representative. In such cases, the gift should be accepted and it should also be reported to the Internal Audit Unit.
Article 5.5: Donations
The Company cannot provide financial and/or in-kind contributions, as well as payments, to political parties, politicians, political organizations, representatives and candidates of such groups, or any other organization for any direct or indirect facilitation of the company.
Apart from these, the Board of Directors has the authority to donate and assist in matters related to social responsibility projects and company representation. In any case, the Company and all Company employees must act in accordance with the Company's Donation and Aid Policy.
The company does not prevent its employees from supporting charities on their behalf, independent of their work.
Article 5.6: Compliance with Trade Legislation
In accordance with the principle of preventing money laundering and financing of terrorism, the Company acts within the framework of our country's legislation and the applicable legislation of the countries in which the Company operates, regarding the accurate and healthy recording and preservation of the information of the customers we work with.
Article 5.7: Relations with Business Partners
Business Partners means contractors, subcontractors, intermediaries, joint venture partners, suppliers, affiliated companies, representatives, brokers, customs agents, subcontractors, consultants, lawyers and other intermediaries who have a business relationship with the Company, who have entered into brokerage, collaboration or similar agreements with the Company. is coming.
The Company values its relationships with its Business Partners. Company employees must always act honestly, respectfully and fairly and protect the mutual interests of the Company and its Business Partners. The Company must apply the rules in this Policy in its transactions with its Business Partners and other third parties with which it has commercial relations. The Company also evaluates whether its Business Partners comply with the rules contained in this Policy and takes care to work with Business Partners that comply with the rules.
In the opinion of the Ethics Committee or the legal and compliance manager, any contract to be concluded between Business Partners and the Company will include anti-bribery commitments, audit rights and termination rights to the extent practical. Anti-bribery commitments will include provisions regarding compensation for damages that the Company may suffer directly or indirectly if the commitment is not fulfilled. In addition, when renewing or amending existing contracts, such provisions will be added to existing contracts to the extent practically appropriate.
Article 5.8: Accurate Record Keeping
The Company and its employees always keep all commercial documents in accordance with local legislation. All accounts, invoices and documents related to relations with third parties (suppliers, other service providers, etc.) must be recorded and kept in a complete, accurate and reliable manner.
Accounting, auditing or similar commercial records regarding any transaction cannot be altered and facts cannot be distorted. In addition to accounting and audit records, these documents include time records, loan documents, telephone records, transaction records and all other records that are part of our daily workflow.
All records must reflect transactions accurately and on time, and in case of errors, errors must be corrected immediately. Accounting records entered incorrectly without malicious intent and/or payments made to customers/companies will not be evaluated within the scope of this Policy.
Maintaining the accuracy and precision of administrative and financial records is the responsibility of not only accounting and finance personnel, but all Company employees.
In case of detection of any deception, alteration and/or negligence within the general activities of the company, the Ethics Committee Representative and Human Resources Management or the relevant unit of the company should be notified immediately.
Company employees
(i) always record their transactions within the appropriate accounting period and accounts;
(ii) they support these transactions with appropriate documentation;
(iii) does not falsify any official document; they do not accept documents they believe have been falsified;
(iv) they never permit efforts to violate legislation for the purpose of tax evasion or bribery or for any other purpose;
(v) they do not use illegal signatures.
Article 5.9: Education and Communication
This Policy has been announced to Company employees and is constantly and easily accessible by Company employees through the website.
Trainings are organized to raise awareness of employees about anti-bribery and anti-corruption. These trainings are given to employees and senior managers at the Company's headquarters in accordance with their needs and the duties they perform. Trainings are repeated regularly as needed. Relevant legislative changes and changes to this Policy are notified to Company employees, and training is organized for the Company employees listed above about these changes.
The Ethics Committee is responsible for the preparation and delivery of training and may request assistance from the human resources department at this stage.
These trainings are included in the orientation programs of new employees listed above.
Article 5.10: Policy Compliance and Management of Violations
This Policy is adopted and fully implemented by all employees. This Policy is distributed to all Company employees and written statements are obtained from them stating that they have read and understood this Policy. These written statements are kept in the personnel files of the employees. The Company does not tolerate unethical behavior, illegal activities, prohibited practices, those who seek to prevent disclosure of potential violations, or those who exhibit unethical behavior or intrusive actions. In addition, Company employees are required to immediately report the situations and violations regarding ethical principles, illegal activities and prohibited practices to the Ethics Committee or Disciplinary Committee according to the title criterion.
In case of detection of behavior contrary to this Policy, employees are subject to disciplinary measures, including termination of employment contracts, in accordance with Article 25/2 of the Labor Law.
If Business Partners, including outsourced companies, behave contrary to the Policy, work with them may be terminated. Notification obligations stipulated within the framework of the legislation are fulfilled.
If there is an opinion or suspicion that an employee or a person acting on behalf of the Company has acted contrary to the Policy, the issue must be reported to the Ethics Committee or Disciplinary Committee according to the title criterion.
In cases that are or are likely to be contrary to the Policy, the matter is examined by the Ethics Committee or Disciplinary Committee in accordance with the title criterion, without risking the health, safety and reputation of the person making the report, through the Internal Audit Unit, and in case of detection of inappropriate behavior, the relevant legal provisions and Disciplinary Practices rules. Sanctions are applied within the scope of
Companies that receive outsourcing services are expected to act in accordance with this Policy.
Employees who report to the Ethics Committee and Disciplinary Committee will not suffer any harm and their identities will be kept confidential.
Article 5.11: Policy Related Questions
Those concerned should report their questions or concerns about the Policy to the HR Director or directly to the Ethics Committee, who will listen carefully and give maximum attention to the relevant issue.
Article 5.12: Compliance with Trade Sanctions
The Company takes care to comply with the trade sanctions imposed by the Republic of Turkey, the United States of America, the United Kingdom and the European Union, to the extent applicable. The Company takes the necessary measures, such as establishing procedures and control mechanisms within the company, to ensure that the Company and its employees comply with these commercial sanctions.
