CODE OF CONDUCT
The sustainability of Eczacıbaşı values, which is the very basis our of Group’s success, surely lies in the sustainability of a business environment where such values are dominant.
The Eczacıbaşı Group’s Code of Conduct (“Code of Conduct”) was brought into force in our company, which is affiliated with Eczacıbaşı Holding A.Ş., as an annex to our Internal Employment Regulations (Personel Yönetmeliği) as per of the Board Directors resolution.
I. OUR CORE VALUES
The Eczacıbaşı Group is committed to protecting the dignity and trustworthiness of the Eczacıbaşı name by carrying out all our business operations in compliance with the law and by acting honestly, transparently, objectively, ethically and professionally towards our colleagues, customers, suppliers and all our business partners.
In line with this commitment, we expect from our employees that they not only comply with the law but also with the rules set forth in this Code of Conduct regarding honesty, transparency, objectivity, ethics and professionality. Violation of the Code of Conduct results disciplinary action according to Internal Employment Regulations.
As an employee of Eczacıbaşı Group, if you are aware of any circumstance that may be against the law or the rules contained in this Code of Conduct, we ask that you notify the Compliance Committee at once via e-mail (email@example.com), of said circumstance through the procedure set forth herein. Kindly note that any such notice will be kept strictly confidential.
II. CODE OF CONDUCT
1. PRINCIPLES REGARDING WORKING RELATIONS
The Eczacıbaşı Group expects its employees to
(i) comply with the principles while performing their duties,
(ii) protect the values and assets of our Group, and
(iii) understand the importance of their responsibilities and embrace them.
1.1 Acting in compliance with the laws and protecting the Group’s reputation
- Shall act in compliance with the law and abstain from acts that may endanger or harm the reputation of their company.
- Shall act in compliance with the rules regarding occupational discipline, health and safety, as well as the instructions provided by their employer or employer’s representative about working conditions, business conduct, and workplace conduct set forth in employment regulations, employment contracts, and internal employment regulations.
1.2 Creating a workplace free of violence, discrimination and harassment, where differences are embraced
- Harassment and bullying are not tolerated in any way or form within our Group.
- In all human resources processes, discrimination based on race, color, sex, religion or denomination, marital status, sexual orientation, sexual identity, political views or membership, ethnic identity, health status, familial obligations, domestic violence, economic status, union activities or membership, physical disabilities or age is absolutely not tolerated.
- We expect our employees to support diversity, which is a corporate asset, and to oppose any and all discriminatory behavior that they witness. Employees who in good faith report and oppose any circumstances of discrimination, harassment or aggression will in no way be punished or be subject to any negative behavior themselves.
- Domestic violence can harm employees’ security at work as well. Therefore, appropriate measures will be evaluated within our Group in order to help solve the difficulties faced by these employees with regard to their performance or security by taking into consideration the relevant employee’s circumstances.
- It is absolutely not acceptable for our employees to use workplace resources in order to exert domestic violence or threaten somebody with domestic violence.
1.3 Protecting Group company’s values, assets and confidential information
- Protect, keep secure, and not use for personal purposes the cash, equipment, records, documents and correspondence (including emails) of the Group company they work for.
- Maintain the strict confidentiality of information that is not in the public domain and that they receive while performing their duties.
1.4 Acting diligently in third party relations
Every employee, when in direct or indirect contact with third parties, shall act diligently in choosing third parties to ensure that they have a business approach that complies with this Code of Conduct.
1.5 Complying with the Conflict-of-Interest Principles
Every employee shall act in compliance with the conflict-of-interest principles set forth herein.
1.6 Protecting Personal Data
We shall respect the personal lives and personal spaces of our employees, business partners and customers. Access to or dissemination of any personal data, even if obtained through legal means, is only possible if the owner is aware and provides written approval.
1.7 Notification of noncompliance
One of the main responsibilities of our employees is to notify the Compliance Committee at once of any circumstances which are deemed to be contrary to the rules of this Code of Conduct by following the procedures set forth herein.
1.8 Notifying Personal Information and any changes thereto: In this respect, every employee is responsible for informing Human Resources of any personal information that is material in terms of the rights and obligations referred to in their employment contract and internal employment regulations and for providing documentation thereof in a timely manner.
2. CONFLICT OF INTEREST PRINCIPLES
2.1 What is “Conflict of Interest”?: “Conflict of Interest” means any kind of benefit or material or personal gain provided to an employee, his/her relatives or people they are in relation with, that would affect or might affect said employee’s ability to perform his/her duties in an unbiased way. Every employee shall, while making decisions, put the interest of the Group company above all else and refrain from any act that might harm the Group company, without consideration of his/her personal interests, the interests of people he/she is in relation with, or the interests of his/her relatives. Similarly, the relationships and actions of an employee outside of his/her company must not conflict with his/her responsibilities as a member of a Group company.
2.2 Situations that might result in a conflict of interest: A conflict of interest situation is not always that apparent. Our employees are expected to abstain from making a decision or carrying out an action that might result in a potential or actual conflict of interest or that might be perceived as being a conflict of interest. Please refer any situation that may result in a conflict of interest or that you learn has already created a conflict of interest as soon as possible to the Compliance Committee by following the procedures set forth herein. Financial Conflicts of Interest, Conflicts of interest involving time, Conflicts of interest through personal relationships, Conflicts of interest created by corporate opportunities are some examples of situations that may result in a conflict of interest.
3. THIRD PARTY RELATIONS
In all our relations with both the public and private sectors, we honor our commitments in the best possible way by acting lawfully, honestly, transparently, impartially, ethically, and professionally, to avoid any harm to our Group’s reputation.
3.1 Relations with Suppliers (Third Parties providing Products/Services): Parties providing products/services, such as suppliers, distributors or consultants, play a crucial role in our delivery of quality products/services to our customers. Therefore, we are careful to manage our relations with our suppliers with impartiality, mutual respect, professionality and efficiency. In our relations with suppliers, we shall choose the suppliers based on objective criteria, cause no conflict of interest with suppliers, protect suppliers’ confidential information.
3.2 Relations with Customers: Our mission as the Eczacıbaşı Group is to ensure customer satisfaction to the utmost extent by acting impartially, honestly, credibly and professionally and by giving particular attention to quality, rapidity, convenience, politeness and respect. Therefore, the privacy and protection of our customers’ personal data matters greatly to our Group.
3.3 Relations with the Public Sector: In our relations with the public sector we pay utmost attention to being lawful and transparent at all times. As employees of Eczacıbaşı Group, we shall pay particular attention to the general principles while interacting with public officials or public sector companies.
3.4 Relations with Competitors and Anti-Trust Compliance: The Eczacıbaşı Group’s policy with respect to competition is that it be free and fair. In this respect, we do not act illegally in order to gain unfair advantages vis-a-vis our competitors. We act in compliance with all anti-trust regulations of all the countries that we are active in or have business dealings with.
4. SOCIAL RESPONSIBILITY
4.1 Social Responsibility Projects: One of the main responsibilities of Eczacıbaşı Holding’s Corporate Communications Directorate (firstname.lastname@example.org) is to ensure that our social responsibility projects constitute a consistent whole that reflects the Group’s values. As members of the Eczacıbaşı Group, we are encouraged to volunteer in suitable social responsibility activities. In this respect, our employees are expected to consult and obtain the approval of our Corporate Communications Directorate (email@example.com) for any new social responsibility projects that they initiate.
4.2 Advertisements (Promotions) and Donations
4.2.1 Receiving Advertisements (Promotions) Services and Giving Donations: Eczacıbaşı Group companies may support another organization financially or non-financially by receiving advertising (promotional) services from that organization or by giving it donations. We shall adhere to the following criteria when receiving advertising (promotional) services and giving donations:
➢ Advertising services and donations should be in line with our social responsibility policies, comply with the law, shall not be linked to any political activity or aimed at obtaining benefit.
➢ The documents to be prepared for receiving advertising (promotional) services or giving donations must be suitable for the scope of the specific advertisement (promotion) or donation.
➢ Donations to public institutions shall be made in accordance with the applicable laws in the relevant country.
4.2.2 Giving Advertisements (Promotions) Services and Receiving Donations: Advertising (promotional) service or donation requests which may influence business decisions, result in the company making certain concessions or give the impression of making them, or which are perceived to be inappropriate or inconsistent with our Group’s values, shall be declined.
5. ENVIRONMENT AND SUSTAINABILITY
In line with its respect for society and the environment, the Eczacıbaşı Group embraces the principles of sustainability in every business process from production to promotion, human resources to logistics and expects its employees to do the same. As members of the Eczacıbaşı Group, we strive to reduce the carbon footprint resulting from our production and service activities so as to ensure that future generations have enough natural resources to meet their needs. In line with the principles of the UN Global Compact, which we signed in 2006, we undertake projects that improve our sustainability performance.
6. BRIBERY AND ANTI-CORRUPTION
The Eczacıbaşı Group has embraced the principle of zero tolerance for bribery and corruption both in the public and private sectors. As employees of the Eczacıbaşı Group, we shall at all times act in compliance with the principles below in carrying out our duties:
➢ We shall not, directly or through others, offer or accept in any way bribes, illegal commission payments, or other irregular payment proposals or commitments, including facilitation payments.
➢ We shall comply with all legislation, including the national regulations of countries where our Group companies are active.
➢ We shall accurately reflect all payments and other transactions in our books and records.
➢ We shall act diligently in the choice and supervision of third parties who enter into business relationships with public institutions on behalf of our company, such as representatives or consultants. We shall include provisions in their contracts preventing corruption and bribery.
➢ If we are aware of or suspect a violation of an anti-corruption principle, we shall refer the matter as soon as possible to the Integrity whistleblower system by following the procedure herein set forth.
➢ If we become aware that one of our colleagues in his/her previous employment has committed bribery, corruption, forgery, fraud, embezzlement etc., we shall refer the matter as soon as possible to the Integrity whistleblower system by following the procedure herein set forth.
7. ECZACIBAŞI GROUP POLICY ON GIFTS AND INVITATIONS
As employees of the Eczacıbaşı Group, we shall not accept any unfitting gifts or invitations to events other than those which are extended as a courtesy and within reasonable standards of the business world and shall not offer such gifts and invitations to any third party.
7.1 Receiving Gifts
➢ We shall not, either directly or indirectly through our relatives, accept any benefits, from customers, suppliers, distributors or any other third parties which may influence our business decisions, require certain concessions on our part, or be perceived as inappropriate, such as gifts, discounts or entertainment etc., regardless of their monetary value.
➢ We shall not, either directly or indirectly through our relatives, accept cash or any other gifts convertible to cash, such as gift cards, gift certificates or gift coupons etc., irrespective of the purpose for which they are extended.
7.2 Gifts for the Private Sector
Gifts for the private sector shall meet the criteria described below:
- The person to whom the gift is intended shall not be in an actual sales transaction or contractual relationship with your company.
- The giving of such a gift shall not create the impression that you are proposing an irregular payment or commission.
- The purpose for giving the gift shall be based on reasonable grounds.
- The gift shall be intended for the organization that he/she is representing, not the person it is given to.
- The gift shall not be given personally but on behalf of the Group company that you represent.
- We shall not extend cash or non-cash payments or gifts to our customers, their employees or their relatives with the intention of increasing sales or as a sales strategy (other than sales premiums etc.).
- The monetary value of the gift shall be lower than USD 100 (or its equivalent in other currencies).
- You shall seek your General Manager’s permission before extending a gift.
7.3 Invitations to Special Events
➢ You shall seek your General Manager’s approval before attending any events, dinners, or trips organized by third parties who are potential business partners, other than non-exclusive seminars or conferences.
➢ We shall not let customers, suppliers, competitors or distributors pay for our business trips, event costs, or make other similar payments on our behalf for events organized by the same. We shall not attend any event under such circumstances.
➢ Other than the above, we shall be free to attend any events, invitations or business dinners which are within acceptable business standards, which are reasonable and modest, provided that we do not have any business ties with event organizer. In any case, before accepting the invitation we must first obtain the approval of our General Manager.
7.4 Organizing Events
We shall be free to organize any events, invitations or business dinners for third parties that are within acceptable business standards, are reasonable and modest, provided that we do not have any business links to the guests.
We shall seek the approval of our General Manager before organizing such events.
8. PROPERTIES AND ASSETS OF THE ECZACIBAŞI GROUP
8.1 Intellectual Property and Confidential Information
Intellectual property and confidential information relating thereto are valuable assets of the Eczacıbaşı Group. In this respect, employees shall maintain the secrecy of innovations, inventions or utility models and other intellectual properties; any plans regarding the use of trade or service marks; as well as any kind of strategy with respect to copyright protected materials.
In order to protect the rights of our Group companies, when using Group information we shall always act in accordance with the principles described below:
- We shall not disclose any such information to third parties.
- We shall use such information on a need-to-know basis and only for the intended purpose.
- We shall not disclose the information to employees who do not need to know such information and especially to third parties without executing a Confidentiality Agreement reviewed by the Group/Corporate Legal Department.
8.2 Tangible Assets and Inventory: The Eczacıbaşı Group expect its employees to demonstrate their loyalty by protecting the financial resources, facilities and equipment of their company and preventing any kind of theft, embezzlement, and similar damaging acts. Unless approved at the appropriate management level, Eczacıbaşı Group facilities and equipment shall only be used for company purposes, not personal use.
8.3 Mobile Devices, Electronic Media and Use of Electronic Mail: While using information technology systems and other means of communication, including internet and voice communication, our employees shall comply with all relevant legislation, international law and general business ethics. It is our employees’ responsibility to comply with the intellectual property regulations and respect owner’s rights regarding software other than the standard software included in their computers (e.g. operating systems, virus protection systems, office applications, business applications installed by the Eczacıbaşı Group’s IT team). Any violation shall be deemed a violation of the Group’s policies and laws.
8.4 The messaging systems to be used for business purposes are the Group’s e-mail account and the messaging system. Information contained in and communication made through the Group’s system is deemed business related and is not considered personal communication. Group companies may retain, monitor and review any information, data, messages and documents processed and transmitted by the Group’s systems, to the extent permitted by applicable laws.
8.5 Accurate Business Records: The accuracy and lawfulness of our business records is of utmost importance. Many interested parties either within or outside our Group rely on the accuracy and lawfulness of our business records. Records that are inaccurate or not lawfully kept put your company at stake and threaten our competitive advantage and reputation.
Our employees shall record information accurately and completely and in accordance with our Group’s standards. Original data must be recorded exactly as it was first observed. You shall not round up, guess or alter information. Our purpose is not only technical compliance but also to maintain our books and reports according to the principles of fairness, transparency and good faith and absolute accuracy.
9. OCCUPATIONAL HEALTH AND SAFETY
As members of the Eczacıbaşı Group, we take a long-term perspective of occupational health and safety that we believe contributes to sutainable development, not a short-term view involving temporary and instant solutions.
We expect our employees to be aware of and to comply with all applicable mandatory and Group labor and social security requirements. Inconsistency with any occupational health and safety policies and measures shall be immediately reported to the relevant HR Department or Health and Safety Professionals.
10. MEDIA RELATIONS – REPRESENTATION OF THE ECZACIBAŞI GROUP
10.1 Media Relations: As a matter of principle, all managers and sub-management level employees shall only make statements about topics related to their field of work, not about topics concerning our Group in general or politics, etc. Employees should ask for the relevant Corporate Communications Directorate’s opinion prior to their communication with the media. In addition, employees who are positioned lower than the General Manager shall seek their General Manager’s approval.
10.2 Digital Communications: As members of the Eczacıbaşı Group, we make our mark on the digital world through both our business accounts and our personal accounts.
Business Accounts: When communicating through our Business/Brand accounts, we shall make sure that our communication is sustainable. To this end, we shall make every effort to ensure that our communication protects the confidentiality of the personal information of those we communicate with, respects human rights and values, and are in line with rules regarding competition, the confidentiality of personal information, intellectual property, and copyrights. We shall show tolerance for all kinds of statements that do not violate our values, reputation, corporate culture and legal rights. In respect of those statements that we think violate the above, we shall immediately contact the Legal Department before responding.
Personal Accounts: As employees of the Eczacıbaşı Group, we shall also pay great attention to our personal accounts, as it is not possible to separate them from our identity as an employee of the Group.
11. CODE OF CONDUCT IMPLEMENTATION PRINCIPLES
11.1 Notifying any Suspicions of Violation
It is our primary responsibility to notify the Compliance Committee of any situations that we think are in violation of Business Ethics, Conflicts of Interest or general Code of Conduct rules as soon as possible either via Integrity whistleblower system or e-mail (firstname.lastname@example.org)
The notifications should include enough detail to enable the Compliance Committee to make its evaluation, so describe as much as possible the timing and occurrence of the suspected violation and provide written evidence.
The purpose of the Compliance Committee is to monitor the implementation of Code of Conduct rules, and to review and evaluate any suspicions of violation. The Committee is comprised of the following persons and division representatives:
- Group CFO
- Vice President, Human Resources,
- Group Legal Department,
- Audit Committee
- For issues related to IT; Vice President, Information Technologies,
- For issues related to the media and representation of the Group, the Corporate Communications Directorate,
- General Manager of the company where the employee subject to notification works,
- Human Resources Manager/Director of the company where the employee subject to notification works.
Members of the Compliance Committee shall not participate in evaluations or decisions that create a conflict with their interests or the interests of their relatives.
The decisions of the Compliance Committee shall be evaluated and carried out by the General Manager of the company where the employee subject to notification works. If it is the General Manager who is the subject of the notification, then the Human Resources Manager/Director shall be the person evaluating and carrying out the Compliance Committee decisions; if it is the Human Resources Manager/Director who is the subject of the notification, the job falls to the General Manager.
Our Group wants to encourage each and every employee to be assertive about communicating their suspicions that Code of Conduct rules have been violated and to establish open communication. No Eczacıbaşı Group employee will be punished or retaliated against for raising a good faith concern about his/her suspicions. In this respect, all notifications will be kept strictly confidential.
At the same time, in order for the mechanism to be able to function fairly, those raising concerns shall look out for the interests of the Group and not engage in any gossip, lying, slander, or any kind of malevolent behavior such as reporting with the aim of negatively affecting someone’s career. If any malevolent intentions are identified with the notification itself, they will be considered a violation of Code of Conduct rules.
11.2 Evaluation of Notifications
Notifications will be evaluated objectively, fairly and justly in full compliance with Code of Conduct rules.
Notifications will be put to an initial review by competent individuals / divisions determined by the Compliance Committee. The investigation and review process will make use of all resources and conduct interviews with all persons deemed necessary by the relevant individuals / divisions. The Compliance Committee will decide on the method of investigation. The whole process as well as all information gathered during the investigation will be kept in strictest confidence.
11.3 Disciplinary Action:
The Compliance Committee will evaluate suspicions of violation on a case-by-case basis and take into consideration all aspects of the case in their entirety, including the existence of intent or negligence, the past behavior and performance of the employee, the scope of the violation, the existence of repetition, and the potential damage to the Group’s reputation and material losses in order to decide whether or not disciplinary action will be taken. If the decision is affirmative, the Committee will decide on the disciplinary action as well as all other measures that it deems necessary in order to stop the violation and mitigate its effects as much as possible.