A. Integrity

Integrity and honesty are our core values in all our business processes and interactions. We act in integrity and honesty in all our relations with the employees and stakeholders.

B. Confidentiality

Confidential information includes information, trade secrets, financial and other information that has not been disclosed to the public that we have to protect that might lead to a competitive disadvantage of H. Ö. Sabancı Holding A.Ş. and Sabancı Group Companies, personal information of the employees, customers, stakeholders, and information that we shall protect as per the “confidentiality agreements” enacted with the third parties.

As employees of the Sabancı Group Companies, we attach utmost significance to protecting the privacy of our customers, employees and other associated individuals and companies and the confidentiality of their information. We protect confidential information regarding the activities of the Group Companies, use this information only for the purposes of the Sabancı Group, and share this information only with relevant authorized parties.

We strictly forbid insider trading, or gaining any financial or commercial interest, including trading stocks through disclosing confidential information belonging to H.Ö. Sabancı Holding A.Ş. and Sabancı Group Companies. When we leave the company, we do not take with us confidential documents, projects, regulations, etc. that were confined to us due to our position.

C. Conflict of Interest

As Sabancı Group employees, we take responsibility to avoid situations and relationships that involve conflict of interest. We do not use our present positions to obtain any benefits personally or through our families and relatives, from people and companies with whom we have business relations. We do not engage ourselves in any business activity aimed to gain personal financial benefit outside H. Ö. Sabancı Holding A.Ş. and its Group Companies. We refrain from using the name and power of Sabancı and our Sabancı identity to gain personal benefit.

In cases of potential conflicts of interest, when we believe that interests of the relevant parties may be safely protected by legal and ethical methods, we adopt these methods. When in doubt, we consult our manager, the Human Resources Department, Ethics Compliance Officer or the Ethics Board.

D. Our Responsibilities

Besides our legal responsibilities, we attach utmost significance to fulfilling the following responsibilities vis-a-vis our customers, employees, stakeholders, suppliers and business partners, competitors, the community, humanity, and to the name of Sabancı.

1. Our Legal Responsibilities

We execute all our domestic and international activities and procedures as part of the laws of the Republic of Turkey and international laws; and we submit all required information to regulatory authorities and institutions in a correct, complete, clear and timely manner.

In executing all activities and procedures, we do not expect any benefit from, and keep an equal distance to all public institutions and organizations, administrative bodies, non-governmental organizations, and political parties; and we fulfil our liabilities with a sense of responsibility.

2. Our Responsibilities Towards Our Customers

We adopt an approach which is focused on customer satisfaction and proactive in responding to the requirements and demands of our customers in an appropriate and timely manner. We deliver our services on time and under the promised conditions; we approach our customers with respect, honor, fairness, equality, and courtesy.

3. Our Responsibilities Towards Our Employees

We enable our employees to use their personal rights fully and correctly. We approach employees with honesty and fairness; and ensure a non-discriminatory, safe, and healthy working environment. We undertake the necessary efforts to enable personal development of our employees; we support them in volunteering for appropriate social and community activities with a social awareness; and we respect and assure the balance between their private and professional lives.

4. Our Responsibilities Towards Our Partners

Dedicating utmost significance to the continuity of the Sabancı Group, and in line with our goal to create value for our partners, we avoid taking unnecessary or unmanageable risks, and strive for sustainable profitability. We act in line with a financial discipline and accountability, and manage our Company’s resources, assets and our professional work time with a sense of efficiency and economy. We work to enhance our competitive power, and to invest in areas with growth potential and which offer the highest return on allocated resources. We give timely, correct, complete, and clear information on our financial statements, strategies, investments and risk profile to the public and to our shareholders.

5. Our Responsibilities Towards Our Suppliers/Business Partners

We act respectfully and fairly as expected from a good customer, and ensure to fulfil our liabilities on time. We carefully protect the confidential information pertaining to the persons, organizations and our business partners.

6. Our Responsibilities Towards Our Competitors

We compete effectively, only in areas that are legal and ethical, and avoid unfair competition. We support all efforts to construct a competitive structure targeted within the society.

7. Our Responsibilities Towards the Society and Humanity

Preservation of democracy, human rights, and conservation of the environment; education and charity activities, eradication of crimes and corruption is of utmost importance to us. We pioneer in social affairs with an awareness of good citizenship and responsiveness; we try to play a role in non-governmental organizations, in services and activities for the benefit of the society and public. We act in a responsive and sensitive manner in Turkey and towards the customs and culture of those countries where we undertake international projects. We do not offer and accept bribes or gifts in forms of products or services, etc. beyond commonly accepted reasonable limits.

8. Our Responsibilities Concerning the Name “Sabancı”

Our business partners, customers, and other stakeholders trust us due to our professional competence and integrity. We strive to keep our reputation at the highest level.

We offer our services in line with the company policies, professional standards, our commitments, and ethical codes; and we ensure to fulfil our liabilities.

We offer services in areas where we believe we are or will be professionally competent; and we seek to work with customers, business partners, and employees demonstrate integrity and legitimacy. We do not collaborate with those impairing social ethics, and damaging the environment or public health.

We do not express our personal opinions, and only communicate our Company’s view in public, and in areas where we are perceived as representing our Company.

When we express our personal opinion related to our job responsibilities in media or other social media platforms, we act in the consideration that our views might be perceived as our Company’s view.

When faced with complicated situations that may jeopardize H. Ö. Sabancı Holding A.Ş. and/or its Group Companies, we consult first with the relevant personnel, following the appropriate technical and administrative consulting procedures.

II. POLICIES SUPPORTING THE CODE OF BUSINESS ETHICS

A. Conflict of Interest Policy

Employees of H. Ö. Sabancı Holding A.Ş. and the Group Companies are required to avoid situations and relationships that involve actual or possible conflict of interest. Employees are required to assume the primary responsibility for avoiding the use of Holding/Company resources, name, identity and power for personal benefit and keeping away from situations that might have a negative effect on the organization’s reputation and image. The following rules of practice define situations and/or relationships involving conflict of interest that Holding/Company employees might experience while fulfilling their duties or in their private lives due to certain business relationships, and establish the principles to be followed by employees in such situations.

Rules of Practice

1. Activities That Might Create Conflict of Interest

All Holding/Company employees are required to fully comply with the below-mentioned situations as activities that might create conflict of interest, and the specified principles.  The Holding/Company shall undertake necessary efforts to encourage employees to abide by these principles.

i. Engaging in Activities That Might Create Conflict of Interest

Employees shall in no way enter a business relationship with their family members, friends, or third parties that offer them reciprocal or non-reciprocal benefit. For example, an employee with purchasing authority shall avoid doing business with a supplier where a family member is employed. Exceptional circumstances require the knowledge and approval of the Holding/Company Chairperson. In that respect, Holding/Company employees shall also be careful against possible conflict of interest that may arise due to family members working for the competitor.

Employees shall not obtain benefit by insider trading, including trading for stocks at the Stock Exchange, and may not offer others the means to do so.

Employees of H. Ö. Sabancı Holding A.Ş. and Group Companies shall not under whatever name work for an individual and/or organization during or outside working hours for a fee or a similar benefit nor conduct activities directly or indirectly, that may require them to be classified as “merchant” or “tradesman”.  However, employees can work (family business or other) for a fee or benefit as far as the following conditions are met;

• No conflict of interest with their duties in the Company or other Sabancı Group Companies,
• Should comply with business ethics rules and other supporting policies,
• No negative impact on the performance of job responsibilities,
• Written approval of the Company Management.

The approval shall be granted by Sabancı Holding CEO based on the direct manager’s advice followed by the Ethics Board’s advice for Group President, CEO/General Manager and all positions reporting to the CEO/General Manager; and by the Company CEO/General Manager based on the advice of Company Ethics Compliance Officer and Company Human Resources Manager for all other employees.

Employees of H. Ö. Sabancı Holding A.Ş. and Group Companies cannot act as a member of the board or auditor in organizations other than the Group Companies without the approval of the Holding/Company Board of Directors, and shall not accept positions with a competitor or companies with whom the Holding/Group has business relations. Employees can work in non-profit organizations and universities in social responsibility and charitable roles with the written approval of the management, provided that they do not hinder their duties within the Holding/Company.

Managers making employment decisions shall not employ their spouses, close relatives, and relatives of these people.

Employees may give speeches and write professional articles in topics that are not related to the company or its operations, and that are not in conflict with the companies’ policies. Approval of the CEO/General Manager is required to use Holding/Company name in these activities.

Managers shall not request any employee to get involved in any political activity or become a member to any political party. Employees can be actively involved in any political party, individually and voluntarily. When the employees take a responsibility in a political party, they shall consider the following;

• Employees’ taking part in any political activity shall not create a conflict of interest with their duties in the company and the practices and approaches of other Sabancı Group companies.
• Employees cannot engage in any political activity during working hours and cannot take the time of their colleagues regarding these activities.
• Employees cannot use the company name, position, title and company resources during their political activities.

Employees may personally offer financial or non-financial charity to third persons outside the Holding/Company, and may be actively involved in charity organizations. Employees attach significance not to be involved in charity organizations and cooperatives using the Company name.

ii. Professional Misconduct

Any employee action that results in harm to the Holding/Companies through the use of ones authority with neglect and for one’s own and/or relatives’ interest shall not be tolerated.

Employees shall not obtain direct or indirect personal benefit from purchasing and sales activities and contracts that the Holding/Company is a party to.

Employees may not engage in actions or conduct that is immoral, illegal, or that is in conflict with the Holding/Company discipline.

iii. Utilization of Resources

In utilizing resources on behalf of the Holding/Company, the interests of the Holding/Company shall be considered.  Holding/Company assets, facilities and personnel cannot be used outside the Holding/Company, under any name or on behalf and benefit of no one, without the interest of the Holding/Company. All personnel shall abide by the principle of “economy on all resources”.

Accurate utilization of resources as per the interests of the Holding/Company also requires accurate use of time. During working hours, Holding/Company employees shall use their time effectively, and shall not spend their time for personal businesses. Managers shall not assign any personal tasks to employees.

In principle, personal guests and appointments shall not be welcomed during working hours. Employees shall conduct meetings and interviews with essential visitors in line with the subject of the visit, and within a reasonable period of time and without disrupting the business flow.

iv. Relations With Other Individuals and/or Organizations With Whom the Holding/Company Has Commercial Relations

Private business relations shall not be established with, and personal debts and/or goods/services shall never be received from Holding/Company customers, contractors, or suppliers and other persons and/or organizations with whom the Holding/Company has commercial relations.

In relations with customers, no transaction shall be made without the knowledge of the customer, even in favor of the customer; and the weaknesses of the customer shall not be exploited, and no profit motive shall be sought by providing incomplete or incorrect information to the customer.

Holding/Company personnel shall not request or imply for gifts from any person and/or organization with which there is a business relationship, shall not accept any gifts, money, checks, properties, free holidays, special discounts, etc. that may put the Holding/Company under any obligation. Personal aid or donations shall not be accepted from any person or organization having business relations with the Holding/Company. Under these circumstances, the Policy on Accepting and Giving Gifts shall be followed.

v. Relations with the Media

Relations with the media shall be conducted in accordance with the Holding/Company Communication Protocol.

Giving statements or interviews to any media organization, participating in seminars, conferences, etc. as a speaker require approval from the executive management of the company. No personal gains shall be received from such activities.

vi. Representing the Company

Any wages earned as a result of the assignments completed on behalf of the Holding/Company in any association, in employers’ unions and similar NGOs shall be donated to the relevant organization or to channels as directed by the organization.

Payments issued by third parties to a Holding/Company employee for their speech at any seminars, etc. or for any similar service shall also be donated to the relevant organization, or to channels as directed by the organization. Apart from money, these people may receive awards, plaques, etc. that have symbolic value and are presented as a memory of the day.

B. Policy on Accepting and Giving Gifts

Employees of H. Ö. Sabancı Holding A.Ş. and Group Companies shall refrain from accepting gifts or benefits that might influence their impartiality, decisions, and conduct; and from offering such gifts and benefits to third party persons and organizations. The below-mentioned rules of practice regulate gift exchanges between Holding/Company employees with third parties and organizations they have business relations with and determine the principles to be applied in this regard.

Rules of Practice

1. Holding/Company employees shall not accept any benefits or gifts, with or without an economic value, that influence or might influence their impartiality, performance, and decision-making while performing their duties.

2. Employees of the Holding/Company may receive and/or give gifts outlined in Article 3 or agree to be subject to a special application, provided that

• they are compatible with the Company’s business objectives,
• in compliance with the applicable legislation,
• and public disclosure of the Gift will not put the Holding/Company in a difficult position

3. Provided that the situation complies with the conditions specified in the article 2 above;

Employees of the Holding/Company may give and receive entertainment, catering and meals at acceptable standards in the business world, provided that they comply with the principles in the Holding/Company Authorization Table.

Gifts such as awards, plaques, etc., which have symbolic value and may be received as a memory of the day other than money in seminars and similar organizations attended on behalf of the Holding/Company.

4. If the total value of the gifts received is less than 500 TL per each calendar year and from separate persons/institutions, they can be accepted with no further approval provided that the aforementioned requirements and other gifts, benefits, holidays, discounts, etc. are in accordance with the requirements listed in Article 2.

5. Gifts or benefits that are openly or implicitly requiring reciprocation shall not be accepted.

6. Receiving, giving, or suggesting bribes and/or commissions is not acceptable under any circumstance.

7. Employees of the Holding/Company may not accept unrequited money or a loan from and get their travel expenses, event expenses and similar payments covered by subcontractors, suppliers, consultants, competitors or customers.

8. Gifts and promotional materials supplied by the Holding/Company for customers, dealers, or other third parties that the Holding/Company is in a business relationship shall be approved by executive management. Distribution of this approved gifts and promotional materials does not require an additional approval.

9. Provided that the terms stated in Article 2 above are complied, the Holding/Company may accept suitable products and services as gifts and, with the knowledge and approval of the Holding/Company executive management, products or services that comply with the recipient’s culture and ethical values may be given as gifts.

10. In exceptional cases where local culture requires exchange of gifts that are above the values established by company policy, these gifts may only be accepted on behalf of the Holding/Company, and upon the approval of the executive management of the Holding/Company. In any case, gifts shall be exchanged in accordance with the local culture.

C. Policy on the Protection of Confidential Information

Information is among the most important assets that H. Ö. Sabancı Holding A.Ş. and Group Companies will use in realizing their vision. Therefore, effective use of information, sharing it appropriately, and protecting its confidentiality, integrity, and accessibility are joint responsibilities of all our companies and employees. The following rules of practice define confidential information for Holding/Companies, and establish the principles that the employees must embrace concerning confidential information.

Rules of Practice

Confidential information includes, but not limited to, information, trade secrets, financial and other information that has not been disclosed to public that we have to protect that might lead to a competitive disadvantage of H. Ö. Sabancı Holding A.Ş. and Sabancı Group Companies, personal information of the employees, customers, stakeholders, and information that we shall protect as per the “confidentiality agreements” enacted with the third parties.

Principles concerning confidential information are as follows:

Information may not be disclosed to third parties unless so required by the Public Authorities or Legislation.

Information may not be altered, copied, or destroyed. Necessary measures shall be taken to preserve, store, and protect them. Modifications made on information shall be recorded with dates.

Confidential files shall not be taken out of the organization. For the confidential documents that have to be taken out of the organization, approval of the person in charge or of the executive management shall be obtained.

Passwords, user codes, and similar identifying data used to access company information shall be kept confidential and not disclosed to anyone other than the authorized users.

Confidential information related to the company shall not be discussed in food halls, cafeterias, lifts, means of transportation or similar public places nor shared in social media platforms and mobile phone applications. Only authorized personnel can share information in the social media and mobile phone applications within the allowed scope.

Confidential information are classified in accordance with the degree of confidentiality, and the degree shall be clearly mentioned within the information. Holding/Company personnel shall be aware of the degree of confidentiality of the information received as per their positions and act in accordance with this confidentiality. In case of any hesitation regarding the degree of confidentiality, higher level of confidentiality is assumed and the relevant manager is consulted, as required.

If company information shall be shared with third party individuals and/or organizations for the interests of the Holding/Company, a confidentiality agreement regarding this information sharing shall be signed or a written pledge of confidentiality is received from the other party before the confidential information is disclosed in order to ensure that these parties are aware of their responsibility in terms of the safety, security and protection of the assets.

Personnel information such as wages/salaries, fringe benefits, etc., which reflects the company policy and is private to individuals is confidential and may not be disclosed to anyone other than the authorized people. Information concerning personnel shall be delivered directly to the individual him/herself. It is strictly forbidden for the personnel to disclose these to others, or to apply pressure on other employees to have this information disclosed.

Relevant legislation is followed for the protection of personal data.

10.  The aforementioned ethical responsibilities regarding confidentiality shall continue even after the termination of the employment for any reason.

D. Policy on Establishing and Maintaining a Fair Working Environment

H. Ö. Sabancı Holding A.Ş. and the Group Companies consider establishing and maintaining a fair working environment for the employees a material issue. The goal to establish a fair, healthy, and safe working environment where employees are respected and all relevant laws and regulations are complied with, is to improve and increase employee performance, development, and commitment. The following rules of practice define the basic principles in establishing and maintaining a fair working environment at the Holding/Companies.

Rules of Practice

1. Holding/Company practices are in accordance with all current laws and regulations concerning employment and working conditions. Holding/Company employees fulfill all legal requirements as part of their activities, and act in accordance with the legislation.

2. The human resources policies and practices of Sabancı Group shall ensure that all employment practices including recruitment, promotion-transfer-rotation, compensation, remuneration, social benefits, etc. are fair.

3. Any discrimination among employees within the organization based on language, race, color, gender, political opinion, belief, religion, sect, age, physical challenge, etc. shall not be tolerated.

4. A positive and harmonious work environment is established within the Holding/Company to promote collaboration, and ensure people with different beliefs, opinions and views work in harmony.

5. Private lives and personal spaces of employees shall be respected.

6. Employees shall be respected for all their private and personal preferences including physical, sexual, and emotional ones.

Violation of people’s privacies through physical, sexual, and/or emotional harassment in the workplace or in any other environment gathered for work purposes is against the laws and ethical codes; and Holding/Company shall not tolerate such offense. Thus, all necessary measures shall be taken to enable employees to work in an environment where their physical, sexual, and emotional privacies are protected.

Violating an individual’s physical integrity and/or sexually harassing an individual without physical contact is defined as sexual harassment. Therefore, exhibiting such behavior that can be considered within this definition is unacceptable.

Mobbing (Psychological Harassment in the Workplace), which is referred to as malicious, intentional, negative attitudes and behaviors by one or more people in the workplace to other people in the working environment that harm personal values, professional status, social relations or health of a victim or victims and continue systematically for a certain period of time with the purpose of intimidating, pacifying or quitting their jobs, shall also be considered as one of the aforementioned forms of harassment.

7. A healthy and safe physical working environment and conditions shall be established for all employees.

8. H. Ö. Sabancı Holding A.Ş. and the Group Companies pioneer to fulfill responsibilities and to human and society to avoid any negative impact of their activities on the environment and comply with the relevant legislation. The employees are raised awareness on the issue.

E. Policy on Trading Shares of Sabancı Group Companies

Employees of H. Ö. Sabancı Holding A.Ş. and Group Companies are required to comply with the legislation pertaining to the trading of shares of Sabancı Group Companies and avoid getting involved in situations which may create conflicts of interests. The following rules of practice set out the principles that Holding/Company employees must follow regarding the trading of the shares of Sabancı Group Companies.

Rules of Practice

1. It is forbidden for those who are in a position to know non-public information to get benefit for themselves and/or third parties by using this information, referred to as insider trading.

2. Persons who may engage in insider trading are the chairman and members of the board of a public company, its executives (manager and above level positions), auditors, others who may access information during execution of their roles and responsibilities as well as those who may be directly or indirectly informed due to their contact with these individuals.

3. These individuals may trade shares of Sabancı Group Companies only with the use of publicly disclosed information and for investment purposes (holding them for a period longer than 6 months shall be regarded as investment).

4. Sabancı Group employees other than those mentioned above may freely trade shares of Sabancı Companies with the use of publicly disclosed information without any time restriction.

5. The aforementioned rules of practice shall also apply to spouses and children of employees and trading conducted by the spouse and children shall be regarded as if they have been conducted by the employee.

III. GOVERNING LEGISLATION

As Sabancı Group Companies conduct business in international markets, the company operations might be subject to laws and regulations of different countries. In the event there are questions about the ethics of doing business in different countries, the governing legislation in the country where the operation is carried out shall be followed first. If following the regulations in the country and/or countries where the operations are carried out is of a nature to create objectionable results in terms of the ethical values adopted by Sabancı Group Companies to operate on the international platform, then solutions shall be found as per the ethical rules and procedures of the Company.

IV. RESPONSIBILITIES OF EMPLOYEES

SA-ETHICS and its relevant policies and procedures set out the ethical codes regarding the ways of doing business. It is the primary responsibility of all employees to abide by these codes. Hence, all employees of the Sabancı Group shall have the responsibility to;

Act in accordance with laws and regulations under all circumstances,

Read, learn, understand, internalize, and act in accordance with the codes, principles, and values of the Sabancı Code of Business Ethics,

Learn the prevailing general and business policies and procedures of the Holding/Company,

Consult their managers or Human Resources regarding any potential violations of the employee him/herself or others,

Report possible violations of one’s own or others immediately, and to forward their notifications (based on reliable sources, information and documents to the extent possible) to their managers, human resources and/or the Ethics Committee, either in writing or verbally, either in their name or anonymously,

Follow the “Procedures and Principles to Follow While Making an Ethical Decision” which is set out to assist in solving problems and act in compliance with the codes,

Collaborate with the Ethics Board during ethical investigations, keep related information confidential.

A. Procedures and Principles to Follow While Making an Ethical Decision

Employees shall follow the steps defined below and ask themselves the following questions as a guideline while deciding on an action plan:

1. Determining the Issue, Decision or Problem

Have you been asked to do something that you think may be wrong?

Are you aware of a situation in the Holding/Companies or concerning your business associates that may potentially be illegal or not in compliance with business ethics?

Are you trying to make a decision but have doubts as to how you should behave in compliance with the business ethics?

2. Think Before You Decide

Try to define and summarize the problem or your question clearly

Ask yourself why there is a dilemma

Think about the options, outcomes and who may be affected

Consult others

3. Decide Upon an Action Plan

Define your responsibilities

Review all relevant facts and information

Consult relevant company policies, procedures, and professional standards

Assess the risks, and think about how you can reduce them

Try to define the best action plan

Consult others

4. Test Your Decision

Review questions that should be asked ethically

Review your decisions as per the core company values

Make sure you have considered company policies, laws, and professional standards

Consult others and consider their opinions within the formulated action plan

5. Proceed with Determination

Share your decision and its reasons with relevant people

Share what you have learned and your success story with others

B. 4 Main Questions to be Considered

1. Is this activity/behavior in line with the laws, rules and tradition? (Standards)

Is it in conflict with professional standards?

Is it legal?

2. Is this activity/behavior balanced and fair? Would we be upset/displeased if a competitor (or someone else) acted as such? (Sense of justice)

Do you think it is right?

3. Would it be embarrassing for our Company and/or stakeholders if this activity/behavior is disclosed in detail in public? (Feelings and ethical values)

Would you be in a difficult position or embarrassed if others knew of your action?

Could it lead to negative outcomes for you or your Holding/Company?

Who may be affected by it (other employees in the Holding/Company, you, shareholders, etc.)?

4. How much does the “perceived fact” overlap with the “objective fact”? 

How would it reflect in the media?

What would any reasonable person think under similar circumstances?

V. RESPONSIBILITIES OF MANAGERS

Sabancı Group managers have additional responsibilities, further to those defined for employees as per the SA-ETHICS. Accordingly, it is the managers’ responsibility to;

Establish and maintain a company culture and working environment that promotes the codes of ethics,

Be a role model in practicing the ethics codes; educate their personnel on the codes of ethics,

Support their employees in expressing their questions and in filing their complaints/notifications concerning the codes of ethics,

Offer guidance regarding what should be done when consulted, consider all ethical concerns raised diligently, and forward them to the Ethics Board as soon as possible, as required,

Structure all work processes under his/her responsibility in a way to minimize ethical risks and implement necessary methods and approaches to ensure compliance with the codes of ethics.

VI. RESPONSIBILITIES OF ETHICS COMPLIANCE OFFICERS

Responsibilities of the Ethics Compliance Officers are as follows;

Provide guidance and consultancy to employees regarding questions and issues related to ethics within the company,

Contribute to the resolution of ethical violations reported to their party or direct those that cannot be resolved in the company to the Ethics Board,

Report the questions and notifications regarding the ethical issues, including their resolutions, to the Ethics Board regularly or if requested,

Act as the contact person in the company for the investigations, as required, and assist these investigations,

Monitor the effectiveness of the SA-ETHICS program in the company and assist in execution.

VII. OTHER RESPONSIBILITIES

The Holding/Company executive management is responsible for effective enforcement of the SA-ETHICS or the complying company-specific Code of Business Ethics, and create a culture to promote these codes.

The Code of Ethics and all relevant policies are reviewed, revised and documented by the Human Resources Group Management upon the recommendations of the Ethics Board, and the revisions are disclosed to the Holding/Companies upon the approval of the CEO and Chairperson of the Holding.

Holding/Company Human Resources has the responsibility to;

Inform the employees about the Code of Ethics, to provide training in certain periods in order to ensure the clarity of the policy and rules, and to ensure the continuous communication of this issue with the employees,

Ensure the recruited personnel read and get informed about the Code of Ethics, and ensure sign the Employee Declaration (See Annex-1 Employee Declaration),

Ensure that all employees sign the Business Ethics Compliance Form and renew their declaration (See Annex-2 Business Ethics Compliance Form) at the beginning of each year.

In Collaboration with the Ethics Board, Holding/Company managements have the responsibility to;

Ensure confidentiality of complaints/notifications submitted as part of the Code of Ethics, and protect the complainants,

Ensure that the jobs of the complainants are safe,

Ensure that complaints and notifications are investigated timely and in a fair, consistent and sensitive manner; and take necessary actions against violations decisively. 

VIII. REPORTING AND OF RESOLUTION OF NON-COMPLIANCE WITH THE CODE OF ETHICS

If the employees find out that the Company Code of Ethics or the legislations that the Company is subject to have been violated, they shall first report the issue to their immediate managers; if the situation is related to the immediate manager, then they shall report the issue to the Company’s Ethics Compliance Officer, Company Ethics Hotline and/or the company’s CEO/General Manager. If no action is taken regarding the issue and no outcomes obtained, then they are obliged to notify the Holding’s Ethics Board. Violations concerning the executive management of the Company shall directly be reported to the Ethics Board.

Notifications submitted to the Company shall be resolved in line with the internal procedures of the company. The Company informs and consults the Ethics Board for important cases as well as other matters, as required. The Ethics Board of the Holding may carry out the investigation directly, as required. Those who violate the Code of Business Ethics and/or company policies and procedures shall be subject to disciplinary action up to and including termination of employment.

Disciplinary actions shall also be applied to those approving or guiding the misconduct and actions violating the code of ethics, as well as to those who fail to raise a concern or report a possible violation that they are aware of. Furthermore, persons who display a negative attitude or behavior towards those reporting a complaint/notification or cooperate in such an investigation shall similarly not be tolerated.

Intentionally false and/or slanderous notifications shall also be assumed as a violation of the code of ethics. The Holding/Company or employee who were reported with false and/or slanderous accusations may apply to legal remedies separately, as per the Turkish Penal Code, the Labor Code and the Law of Obligations, against their complainants.

A. Ethics Board

Reporting directly to the Chairperson of H.Ö. Sabancı Holding A.Ş. Board of Directors, the Ethics Board shall resolve conflicts of interest, evaluate the complaints and notifications concerning violation of the Sabancı Group Code of Business Ethics (SA-Ethics) and to advise the managements of the Group companies about the methods, principles and procedures to be followed in the event of violation of the Code of Ethics. The Ethics Board is composed of:

Chairperson – H. Ö. Sabancı Holding A.Ş. Chief Auditor

Member – H. Ö. Sabancı Holding A.Ş. Chief Legal Officer

Member – H. Ö. Sabancı Holding A.Ş. Chief Human Resources Officer

B. Working Principles of the Ethics Board

The Ethics Board carries out its activities as part of the below-mentioned principles:

Keeps the complaints/notifications and the identity of the complainant confidential.

Protects the complainants and prevents them to encounter any kinds of influence such as mobbing, discrimination, pressure.

Carries out the investigation in confidence as much as possible.

Has the authority to request information, documents, and evidence concerning the investigation directly from the related department. May analyze all the information and documents only within the subject limits of the investigation.

A written report shall be kept for the investigation process as soon as the process begins. The information, evidence, and documents acquired shall be included to the report.

The report is signed by the chairperson and members of the Ethics Board.

An investigation shall be conducted promptly, and resolved as rapidly as possible.

Resolutions of the Ethics Board shall be executed immediately.

Relevant departments and authorities shall be notified regarding the resolution.

The chairperson and members of the Ethics Board shall act independently and without influenced by the department managers and the organizational hierarchy while performing their duties on this issue. No pressure shall be applied or no suggestions shall be made to the Board.

If required, the Ethics Board may seek expert opinions and consult experts ensuring that the necessary measures are taken so as not to violate the confidentiality principles during investigation.

Ethics Committee
E-mail	etik@sabanci.com
Post	H.Ö. Sabancı Holding A.Ş.
	Etik Kurul dikkatine
	Sabancı Center
	4. Levent 34330
	İstanbul
Telephone Number	212-385 85 85 (Working Hours: Weekday 08:30-12:00 and13:00-17:30)