The purpose of this policy is to define the
ethical principles that all personnel working within the company must adopt and
comply with. The ManAsset Code of Ethics and Conduct has been established and
documented to enhance our service quality and to regulate the relationships of
all our employees with customers, suppliers, and other stakeholders. Company
personnel are required to comply with this policy while performing their
duties.
The Code of Ethics and Conduct of ManAsset
aims to:
The Code of Ethics and Conduct applies to all employees
of ManAsset, including the Management and executive staff, as well as its
customers, suppliers, contractors, and third parties.
This policy is an integral part of other company policies
and procedures approved by Management, including other procedures, the
Disciplinary Regulation, and the Personal Data Protection Compliance Policies.
The ManAsset Disciplinary Regulation aims to define the
rules that employees must follow, the behaviors that are contrary to laws and
regulations within or outside the company, and the conditions for sanctions to
be applied to such behaviors. It adopts the principle of applying the relevant
rules and sanctions without discrimination to all personnel to ensure an
efficient working environment.
Any behavior contrary to this procedure is subject to the
sanctions outlined in the ManAsset Disciplinary Regulation.
Corruption is
defined as the request, offer, giving, or acceptance of any unlawful benefit,
directly or indirectly, which causes deviation from the proper performance of
duties or behaviors required by law, by someone who gains bribery or unlawful
benefit.
A corruption
offense may result in not only criminal penalties for the perpetrators but also
legal or penal consequences for their superiors and the companies they
represent, both in the country where the offense occurs and in other countries
where those companies operate, especially if audit duties were breached during
the act.
In this context,
corrupt practices include but are not limited to “offering, giving, promising,
receiving, accepting, requesting, or soliciting any kind of benefit, monetary
or non-monetary, to gain or maintain business advantages.”
Key aspects of a
corruption act include:
It should be
clearly noted that corruption includes bribery.
Bribery is defined
as the illegal provision of an advantage to do or refrain from doing a job
contrary to one’s duties, with the aim of influencing decisions and practices.
This may take various forms such as cash or non-cash payments, valuable gifts,
or offers of personal advantage to an employee. Our employees must not offer or
accept any form of bribe to or from any individual, company, or public
institution while performing their duties.
1.4. Duties and Responsibilities
1.4.1. Ethics and Conduct Manager
The Ethics and Conduct Manager appointed by the
Management is responsible for the following under the scope of compliance:
To fulfill these responsibilities, the Ethics and Conduct
Manager is authorized to investigate any suspected or actual corruption or
bribery activities or violations of the company's ethical rules, to handle and
examine all documents, and to escalate the issue to Management when necessary.
Additionally, any violations of current ethics and
anti-corruption policies, data protection, privacy rules, or laws, as well as
any suspicions of ethical breaches or corruption, must be reported to the
Ethics Manager.
1.4.2. Employees
All employees are responsible for reporting any actual or
attempted acts of corruption or bribery, or any violations of the ManAsset Code
of Ethics that they are aware of, regardless of whether the action was offered,
given, or received.
Employees are also obligated to comply with the ManAsset
Code of Ethics and, depending on the origin of imported goods, not only with
the laws of the Republic of Turkey and international agreements signed by
Turkey but also with the relevant anti-corruption, embargo, and ethics rules of
the countries from which the goods are imported, and any additional laws,
policies, and procedures requested by ManAsset and communicated to employees.
ManAsset employees must remain vigilant regarding
potential warning signs of corruption and bribery. They should stay informed
about these indicators, act cautiously in the face of potential risks, and seek
advice from the Ethics Manager when necessary.
1.4.3. Business Partners
ManAsset customers, suppliers, and other business partners are also responsible for reporting any actual or attempted acts of corruption or bribery, or any violations of this policy that they become aware of, regardless of whether such actions were offered, given, or received, through the communication channels outlined in this policy and related procedures.
In addition, ManAsset business partners are required to
comply not only with this policy and the laws of the Republic of Turkey and the
international agreements it is a party to, but also with the relevant
anti-corruption, embargo, and ethics rules of the countries from which the
imported products originate, and other laws, policies, and procedures requested
by ManAsset and communicated to business partners.
ManAsset business partners must also remain alert to
potential warning signs of corruption and bribery. They are expected to be
aware of these signs, act with caution regarding potential risks, and seek
advice from the Ethics and Conduct Manager when necessary.
The principles defined in
this policy are based on ManAsset’s commitment to integrity, respect for
society and the environment, and value creation. The policies and procedures
prepared within this framework form an integral part of ManAsset management and
employees' adherence to the principles of honesty and accountability in all
their decisions, as well as compliance with laws, international treaties to
which Turkey is a party, and the principles and regulations communicated by
customers and suppliers or specified in contracts.
ManAsset management and employees are expected to comply with the principles
set out in this policy and related procedures and to act in accordance with a
culture of legal compliance, fully aware that corruption and bribery are
absolutely unacceptable.
ManAsset managers, employees, customers,
suppliers, and other business partners are expected to act in compliance with
all provisions of the Turkish Penal Code No. 5237. Under this policy, all
parties are strictly obliged to comply, in particular, but not limited to, the
provisions regarding bribery and influence trading, especially Articles 252–255
of the Turkish Penal Code (TCK).
ManAsset provides its employees and business partners with the necessary
training and information within this scope.
2.1.2. Turkish Commercial
Code
ManAsset
managers, employees, customers, suppliers, and other business partners are
expected to act in compliance with all provisions of the Turkish Commercial
Code No. 6102. Under this policy, all parties are strictly obliged to comply,
in particular, but not limited to, the provisions regarding unfair competition
and honesty, especially Articles 54–63 of the Turkish Commercial Code (TTK).
ManAsset provides its employees and business partners with the necessary
training and information within this scope.
2.1.3. Criminal Law Convention on Corruption
ManAsset
managers, employees, customers, suppliers, and other business partners are
expected to act in accordance with the provisions regarding corruption and
bribery stipulated in the law approving the Criminal Law Convention on
Corruption, Law No. 5065.
ManAsset provides its employees and business partners with the necessary
training and information within this scope.
2.1.4. United Nations
Convention against Corruption
ManAsset
managers, employees, customers, suppliers, and other business partners
acknowledge that corruption and bribery affect entire societies and economies
and believe that preventing and controlling these issues requires international
cooperation and that these are transboundary phenomena.
In this regard, ManAsset takes measures to prevent all forms of corruption and
bribery from influencing their work, commercial agreements, and business
partners, and to enhance the accounting and auditing standards of the companies
they are responsible for, in accordance with the United Nations Convention
against Corruption, to which the Republic of Turkey is a party. When necessary,
they ensure the application of effective, proportionate, and dissuasive legal,
administrative, and criminal sanctions in the event of violations of these
measures.
2.1.5. OECD - Convention on Combating Bribery of
Foreign Public Officials in International Business Enterprises
ManAsset directors, employees, customers, suppliers and
other business partners shall act and act in accordance with all articles of
the Convention on Combating Bribery of Foreign Public Officials in
International Business Enterprises. Under this policy, all parties shall
strictly refrain from any act that intentionally involves, directly or through
intermediaries, offering, promising or giving to a public official unearned
money or other benefits in order to obtain or retain business or an unfair
advantage in the conduct of business, or to prevent such acts.
2.1.6. United States
Foreign Corrupt Practices Act (FCPA)
ManAsset is a legal
entity operating under the laws of the Republic of Turkey. However, upon
special requests from its suppliers or customers, ManAsset may take measures to
comply with the United States Foreign Corrupt Practices Act (FCPA) in matters
that do not conflict with Turkish law, and as specified in contracts or in the
written requests of its business partners. Furthermore, ManAsset may request
its customers, suppliers, or other business partners to take similar measures
and ensure compliance.
The FCPA was enacted to make it illegal for individuals or entities to make payments to government officials in order to win, secure, or retain business. Specifically, the FCPA’s anti-bribery provisions strictly prohibit any offer, payment, promise to pay, or authorization of giving money or anything of value with the intent to induce a government official to perform or omit an act in violation of their lawful duty, or to obtain any improper advantage.
2.1.7. United Kingdom Bribery Act
ManAsset is a legal entity operating under the laws of
the Republic of Turkey. However, upon special requests from its suppliers or
customers, ManAsset may take measures to comply with the United Kingdom Bribery
Act (UK Bribery Act) in matters that do not conflict with Turkish law, and as
specified in contracts or in the written requests of its business partners.
Furthermore, ManAsset may request its customers, suppliers, or other business
partners to take similar measures and ensure compliance.
The purpose of the UK Bribery Act is to provide modern
legislation that effectively addresses the increasingly complex and
cross-border use of bribery and to facilitate anti-bribery efforts for
individuals and businesses both within the United Kingdom and overseas. The Act
emphasizes that demonstrating the existence of adequate policies and procedures
to prevent bribery is one of the key conditions for an acceptable defense in
the event of an investigation or audit.
In this context, ManAsset prepares the necessary policies and procedures,
provides training to its employees and business partners, and updates its
practices when new requirements arise.
2.2. Approach to Combating Corruption and Bribery
ManAsset maintains a zero-tolerance policy
towards acts of corruption and bribery, strictly prohibiting all forms of such
behavior. No acts of corruption or bribery committed by ManAsset employees
and/or third parties in their dealings with ManAsset are tolerated.
ManAsset implements a comprehensive
Anti-Corruption and Anti-Bribery Program in accordance with the laws,
agreements, and regulations outlined in this policy, among others. It considers
the promotion of this culture among its customers, suppliers, and other
business partners — just as within its own organization — as an integral part
of its commitment to environmental respect, its mission to create societal
value, and its ethical standards.
2.3. Relations with Public Institutions
ManAsset operates with the awareness and understanding
that public service must be prioritized over any private interests and that
public officials serve the public.
ManAsset employees are required to act in compliance with
the laws, agreements, regulations, and related articles outlined in this
policy. They must not offer, promise, or provide — either directly or
indirectly — any gifts, donations, hospitality, or other benefits to public
officials beyond the specified scope and limits.
During recruitment processes, ManAsset ensures that
candidates who are related to or closely connected with public officials
undergo all standard hiring procedures. Such candidates may only be employed if
they possess the necessary work experience, qualifications, personal skills,
and competencies.
2.4. Selection of ManAsset Business Partners
In the selection
process of companies and business partners providing goods and services to
ManAsset, in addition to criteria such as experience, financial performance,
and technical competence, their ethical standards and a positive track record
in this field are also taken into consideration. Companies or business partners
with negative intelligence related to corruption or bribery will not be engaged
with, even if they meet other criteria. In this context, before entering into
any business relationship, the responsibility for conducting the necessary due
diligence and assessments primarily lies with the company managers and
employees involved in the procurement process.
2.5 Relations with
Business Partners
In agreements and contracts made with companies and
business partners who have a positive track record regarding anti-corruption
and anti-bribery and meet other relevant criteria:
ManAsset strictly opposes all forms of
corruption and bribery. Regardless of the purpose, the giving or receiving of
bribes is absolutely unacceptable.
According to the Turkish Penal Code No. 5237, bribery is
defined as “providing a benefit to a public official, either directly or
through intermediaries, for performing or refraining from performing an act
related to their official duties.”
This definition also applies to:
ManAsset, along with its customers and suppliers,
strictly refrains from committing the crime of bribery as detailed above,
including all other rules and agreements specified in this policy. Any
potential risks or problems detected must be immediately reported to ManAsset's
Ethics and Conduct Rules Manager directly or through the communication channels
described in this policy. Employees are protected under ManAsset Management and
the Ethics Manager against any harm for reports made in compliance with the laws
and regulations of the Republic of Turkey. Whistleblowers are protected under
strict confidentiality, and anonymous reporting is also facilitated.
According to
Article 235 of the Turkish Penal Code No. 5237, bid rigging in public
procurement or public service-related purchases, sales, or leases includes:
·
Preventing eligible participants from participating in
tenders or tender-related processes,
·
Enabling ineligible participants to join tenders,
·
Disqualifying compliant bids by falsely claiming
non-compliance,
·
Accepting non-compliant bids as compliant,
·
Leaking confidential information regarding bids that
should remain secret under tender regulations,
·
Using force, threats, or other unlawful actions to
obstruct eligible participants from participating in tenders or related
procedures,
·
Participants agreeing openly or secretly to influence
tender conditions, particularly pricing.
These provisions also apply to auctions, sales, purchases, or leases conducted
by professional organizations with public institution status, public
institutions, their subsidiaries, and related foundations, associations working
for the public interest, and cooperatives.
A
gift is defined as a product given without financial payment, generally as a
gesture of gratitude or commercial courtesy, by or to individuals or customers
with whom there is a business relationship.
Any gift offered or given by ManAsset to third parties must be offered openly,
in good faith, and without any conditions.
The procedures related to permissible gifts and their recording are detailed in
ManAsset’s Business Ethics Policy under the Gift Acceptance and Giving
Procedure.
The same principles apply to accepting gifts. Only symbolic gifts of low
material value as outlined in the principles may be accepted; other types of
gifts must be refused.
Even when accepting permissible gifts, acceptance should not be frequent, and
any accepted gift must be reported through the direct supervisor to the
company’s HR and senior management.
Gifts may either be refused or recorded as company property according to the
Gift Acceptance and Giving Procedure.
ManAsset, including
its customers and suppliers, strictly refrains from offering facilitation
payments to government institutions, public employees, or individuals who can
directly or indirectly influence them, in order to secure or expedite a process
(such as obtaining permits, licenses, or documents).
Certain legal
restrictions regarding donations and aids are imposed by the legislation applicable
to ManAsset. Additionally, customers or suppliers may request additional
measures and conditions through contracts. The Ethics and Code of Conduct
Manager of ManAsset ensures that these requests are reflected in contracts and
informs the parties of any additional requirements that may arise after
contract execution or that are not specified for any reason. Necessary
information and training are also provided accordingly.
Donations or aids
collected independently by ManAsset employees to support charitable
organizations fall outside the scope of the ManAsset Donations and Aid Policy.
However, such donations and aids must not directly or indirectly conflict with
the ManAsset Anti-Corruption and Anti-Bribery Policy.
The requirements
for ManAsset’s accounting and record-keeping systems are set out in legal
regulations and in ManAsset’s relevant accounting standards procedures.
Accordingly:
·
All accounts, invoices, and documents related to
relationships with third parties (customers, suppliers, etc.) must be recorded
and preserved completely, accurately, and reliably.
·
No alterations or distortions of facts should be made in
accounting or similar commercial records related to any transaction.
ManAsset allows
audits of these accounts where required, limited to the scope specified in
contracts, and may request similar actions from its business partners depending
on operational needs and contractual obligations.
4.2. Training and
Communication
ManAsset
prioritizes education to inform its employees, customers, suppliers, and other
business partners about anti-corruption and anti-bribery compliance
requirements, applicable laws, and this policy and related procedures. It
prepares training programs and provides the necessary infrastructure,
administrative decisions, and communication to ensure participation.
The Ethics and Code
of Conduct have been communicated to ManAsset employees and are continuously
and easily accessible via the company's intranet. Additionally, it is essential
that relevant training materials are accessible, updated, and that participation
in job-related training is monitored.
For ManAsset
employees, these training sessions are the most crucial tool for raising
awareness. The Ethics and Code of Conduct Manager is responsible for these
activities. Training content and participation records are maintained in
accordance with related procedures.
4.3. Anti-Corruption and
Anti-Bribery Risk Assessment
ManAsset manages anti-corruption and anti-bribery risks
to improve compliance, plan preventive activities, and integrate procedures
into business processes. Periodic risk assessments are conducted to determine
which parts of the business or activities require greater attention and whether
the controls in place effectively mitigate internal risks.
The results of the risk assessments are reviewed annually
under the leadership of the Ethics and Code of Conduct Manager. Actions
necessary for improving compliance with processes and legislation are
identified and managed.
Due to contractual obligations or regulatory
requirements, ManAsset may also conduct risk assessments for its customers,
suppliers, and other business partners. Managers who sign agreements on behalf
of ManAsset and other parties are responsible for informing the Ethics and Code
of Conduct Manager about any new requirements arising from such agreements.
4.4. Policies and Written
Procedures
In addition to this policy, supplementary procedures,
operational guidelines, regulations, and contract annexes or clauses aimed at
preventing corruption and bribery are prepared and implemented. These policies
and procedures form an integral part of the applicable laws and regulations.
In the event of any inconsistency between this policy and
the laws of the Republic of Türkiye, the provisions of Turkish law and
international agreements to which Türkiye is a party shall prevail. However, if
the laws are less restrictive than this policy and related procedures, the
stricter provisions of this policy shall be considered additional obligations
and must be followed.