Tosyalı Work Ethics Rules

The fundamental principles that guide the relationships of Tosyalı Holding and the group companies with all their stakeholders are listed below:

1. Foreign Relations

1.1 Communication with Stakeholders

To represent Tosyalı Holding and our group companies and the brands we own in a manner that doesn’t harm their reputation before the community, and to increase their reputation,
To tap into criticism and recommendations by keeping open channels of communication with stakeholders, and to ensure the continuation of positive relations,
To avoid personal feedback should sharing views with the public be necessary.

1.2 Compliance with the Law and Legal Proceedings

To adopt the principle of acting in accordance with all the laws, rules, and regulations in the countries in which we operate and will enter and with the International Agreements to which the Republic of Turkey is a party,
To manage, record, and report all business operations and accounting systems completely and appropriately and based on the law,
To ensure that the agreements made with third parties and institutions are in accordance with all subject laws, legislation, and ethical rules and are clear and understandable.

1.3 Customer Relations

To create value for customers, and to meet their requests and requirements at the highest level,
To provide quality products and services and follow stable policies,
To be professional and fair within the framework of the rules of courtesy in relations with customers,
To protect the personal information belonging to customers and their confidentiality in accordance with the relevant laws,
To not provide customers with misleading or incomplete information.

1.4 Supplier Relations

To meticulously and carefully select suppliers to work with; to determine that they have not engaged in any unethical or unlawful actions, to perform the necessary examinations and determinations in line with the relevant principles of application; and to encourage them to fulfill their legal obligations, to act with respect for human rights, and to behave in accordance with the principles of business morals and combatting corruption,
To make decisions in the selection of suppliers with objective criteria,
To comply with the rules of reasonable confidentiality and occupational safety requested in supplier inspections and visits.

1.5 Competitor and Competition Relations

To not make agreements or engage in compliant behaviors, in any capacity, that aim to prevent, erode, or restrict competition or that give rise or might give rise to this effect, directly or indirectly, with competitors or other persons or institutions, beyond the limitations that the law allows. To comply with the provisions of the Law on the Protection of Competition and the relevant legislation.
To not abuse, in situations where the company is single-handedly dominant in a certain market or is dominant together with other enterprises, this situation of dominance,
To not engage in meetings or the exchange of information aimed at identifying competitors and the conditions of the market and/or competition. To avoid any and all views or processes that may lead to the aforementioned situations or be characterized in this manner in associations, assemblies, chambers, professional unions, and similar meetings in which participation represents the Company and in other private or professional conferences and meetings. To have an employee notify his/her superior should he/she obtain confidential information belonging to competitors.

2. Rules of Ethical Behavior that Employees Must Follow

It is the primary responsibility of all employees to maintain and advance the memorialization of the name Tosyalı Holding, our group companies, and the brands they own with confidence, honesty, and professionalism. In this context, our expectations of our employees at Tosyalı Holding and the group companies are listed below:

To always comply with the law,
To fulfill their duties in the framework of fundamental moral and humanitarian values,
To act with equity, good faith, and understanding to ensure mutual benefits in all their relationships,
To never provide unjust gains in any manner, for whatever reason, from any person or institution; to never receive or provide bribes; to prevent these sorts of actions to the extent of their knowledge of them; and to act in accordance with the rules of combatting corruption;
To act in accordance with all principles of application that support the relevant rules of business ethics and these rules in the maintained duties, to not engage in behaviors that may prevent other employees from fulfilling their work as required in this scope, and not damage the harmony of work
To not make payments for the purpose of facilitation as a principle (Payments for the purpose of facilitation: Payments made to public officials for the purpose of accelerating or facilitating routine permissions and services that are not in the nature of appreciation, such as visa processes, clearing goods through customs, security, or telephone services.),
To not engage in any behavior, statement, or correspondence that may bind the company unless expressly authorized,
To show care for all material and immaterial assets of the company, including information and information systems, like personal goods, and to protect these against potential loss, damage, misuse, abuse, theft, and sabotage,
To not use directly or indirectly work time or company resources for personal interests and/or political activities or interests that have or do not have monetary value.
To keep secret the wages, wage additions, and the future regulations, to not share these with unauthorized persons and agencies inside and outside the institution, and to not use these speculatively for disrupting the working peace.

2.1. Information Security

All company regulations, commitments, and directives regarding information security are accepted as complementary to the following articles.

2.1.1 Intellectual Property Rights

To ensure the legal and timely instigation and completion of processes to be able to guarantee the intellectual property rights of newly developed products, processes, and software; and to prevent the sharing of these types of findings and information with third parties without obtaining written approval,
To avoid the - knowingly - unauthorized use in an unlawful manner of patents, copyrights, trade secrets, brands, computer programs, or other intellectual and industrial property rights that belong to other companies,
To take the procedures necessary to protect our rights in accordance with the relevant procedures in situations where it is necessary to share the confidential information concerning any and all intellectual and industrial property rights of our company with third parties.

2.1.2 Information Management

To provide for the healthy retention and archive of all records in their legal periods,
To not respond to requests that come from third parties for information that enters the category of confidential without the approval of upper management for the company,
To demonstrate the necessary diligence for the statements the Company makes and reports the Company presents to be truthful,

2.1.3 Security and Crisis Management

To take the necessary measures and ensure the necessary communication to protect company employees, information and information systems, and business and administrative areas against potential terrorism, natural disasters, and malicious attempts,
To make the necessary crisis planning regarding emergency crisis management to be formed in situations of terrorism, natural disasters, etc. and to thus ensure the continuity of work with minimal loss in moments of crisis,
To take any and all measures to prevent the theft of company assets or the suffering of loss.

2.1.4 Confidentiality

To act with the awareness that the financial and trade secrets belonging to Tosyalı Holding and the group companies, the information that will weaken the competitive strength of the companies, the rights and information of employees, and agreements made with business partnerships are in the framework of “confidentiality”, and ensuring their protection and confidentiality,
To not share information learning pursuant to the work and the documents they possess, for any reason, with unauthorized persons or agencies inside or outside of the institution, and to not use these for speculative purposes (directly or indirectly),
To not use in any capacity information that is not public pertaining to companies they work with and their customers and the other persons and companies with whom they do business, beyond the envisaged purposed, and to not share this with third parties without obtaining the necessary permissions.

2.1.5 Social Media Use

It is forbidden to share any information that is about the company and that the company does not provide or control on any and all platforms, including social media channels, public forums, personal blogs, social media accounts, and online or mobile applications.

2.2. Avoiding Conflicts of Interest

A conflict of interest expresses the state of employees possessing any and all interest and a material or personal interest regarding these that affect or might affect their impartial execution of their duties and that are provided for themselves, their relatives, their friends, or the persons or institutions with whom they have a relationship.

2.2.1 Not working for the benefit of oneself or one’s relatives

To not provide unfair interests to the benefit of oneself, one’s relatives, or third parties by utilizing titles or authorities,
To strive to not fall into situations of conflicts of interest with institutions the company presently works with and in personal investments it will make,
To show care that future, personal investments or endeavors apart from any work activity do not prevent, in terms of time and attention, them from performing their ongoing duties at Tosyalı Holding and its group companies, and to avoid such situations that prevent focus on main tasks from materializing.
Should the employee and persons found in decision-making positions in the first degree regarding the same work at the company in a position of customer or supplier be first-degree relatives, the status of superior is prohibited.
Should it become known that relatives have share or material interests at another company engaged in a commercial relationship, they must provide information to their superiors.

2.2.2 Representation and participation in event invitations

Participation in athletic activities, domestic/international travel, and similar invitations that are influential or may be perceived as such in making decisions, apart from conferences, receptions, promotional events, seminars, etc. that persons or institutions who are or have the potential to be in a business relationship host and that are open to general participation, are subject to the approval of the General Manager.

2.2.3 Those Who Have Quit Working with the Community

Working in sales, contracting, consultancy, or in similar manners for Tosyalı Holding and its group companies by personally establishing a company after leaving his or her position at the company or by being a partner to another company is an important matter that may generate negative perceptions and that must be considered. An employee’s leaving the company to work in upper management or a decision-making position at another company is a matter that warrants additional consideration.
It is necessary to act in the framework of Company interests before and after such a process, to comply with moral and ethical rules, and to not allow for conflicts of interest before or after the process.
Should an employee who has left the company be rehired, it is essential that the relationship has not been severed because of a failure to comply with any one of the principles specified with the Rules of Ethical Behaviors and Principles of Implementation.

2.2.4 Sharing and Trading Internal Information (Insider Trading)

To know that attempting to procure any kind of commercial interest (insider trading), including making direct or indirect share purchases from stock exchanges by using any and all commercial, financial, technical, legal, and other confidential information that belongs to Tosyalı and its group companies or by providing these to third parties, is a criminal offense, and to definitely not make such attempts.
To take the measures necessary to protect confidentiality after leaving the company, and to comply with the Information Security Commitment.

2.3. Combatting Corruption

Tosyalı Holding and the group companies face bribery and all kinds of corruption. Corruption harms commercial life, institutions, and their employees and irreparably damages commercial reputations and dignity. Tosyalı Holding and its group companies are incredibly meticulous and sensitive on the topics of combatting bribery and corruption. All employees and third parties operating on behalf of the company are obligated to comply with the rules for combatting corruption and with the relevant legislation.

2.3.1 Receiving and Giving Gifts

Tosyalı Holding and its group companies prohibit as a principle all employees from entering relationships with all third parties, including customers, suppliers, vendors, authorized sellers, and authorized services, that might create the impression of providing material interests, including the proposal and acceptance of gifts, invitations, and hospitality.

The criteria specified below must be complied with in executing relationships with private or official persons or institutions wanting to establish or maintain a relationship with Tosyalı Holding and its group companies:

No gift of any kind should be accepted or proposed that creates the impression of the presence of an irregularity, that might lead to a relationship of dependence, or that might be perceived in that way (providing privilege or reference, leading to the winning of biddings, etc.), apart from materials that are given in accordance with legal and commercial traditions, customs, and conventions or in the nature of a souvenir / promotion.
Gifts should not be given in cash or in a manner that enables easy conversion into cash (such as gift vouchers).
No discount or interest should be requested, proposed to third parties, and/or accepted when proposed that might arouse the perception of inappropriate behavior from suppliers, customers, or third parties.
2.3.2 Combatting Bribery and Corruption
Any form of bribery or corruption shall receive no tolerance at Tosyalı Holding or the group companies. They shall comply decisively with laws and regulations combatting bribery and corruption implemented anywhere we operate commercially, and employees are expected to comply similarly.
All payments made to suppliers, consultants, and other similar parties should be bound to the services/products and should not be bound to anything that may allude to a bribe.
No gift, present, entertainment, or similar interest should be proposed, given, or received that is believed will affect the public decisions or commercial decisions of employees of Tosyalı Holding and its group companies and the persons/institutions/organizations that work on behalf of the company and that will lead to the improper execution of a public operation/commercial activity.
All our employees must report suspicions or claims on any case detailed in Article 2 (Should you have suspicions about what actions to take, use Article 5 as a guide.)

3. Occupational Health and Safety

Our society has aimed to fully ensure worker health and occupational safety at the workplace and at work. Employees shall act in accordance with the rules and instructions given for this purpose and shall take the necessary measures. They shall adopt the principle that occupational health and safety improvement activities are the shared responsibility of all employees.
Employees will not possess any belonging or substance at the workplace that constitutes a threat for the workplace and/or workers or that is illegal.
Employees will not possess narcotics, addictive substances, or substances that restrict or remove their mental or physical capabilities at the workplace, except for that they possess regarding a valid doctor’s report, and will not do work at the workplace or in the scope of the work under the influence of these types of substances.

4. Civil Society Institutions and Political Activities

Employees must distance themselves from situations that will create conflicts of interest in their current positions and responsibilities due to political activities in which they assume roles.

Employees cannot use the company name, title at the company, and resources belonging to the company cannot in individually operated political activities.
Employees cannot perform political propaganda, cannot ask other employees to be members of a political party in any capacity, and cannot consume the time of other employees regarding these activities during working hours or in the workplace.
Participation in membership and work for any civil society organization representing the Company can materialize with the knowledge of the Company.

5. Rules of Ethical Behavior Principles of Implementation

Obligation of Notifying Violations and Reporting Concerns

Tosyalı Holding and its group companies value clear and transparent communication. Our companies have Ethics Lines so that our employees can notify processes and behaviors they think violate Tosyalı Holding company policies and procedures. Ethics line notifications can be made through the e-mail (etik@tosyaliholding.com.tr).

When these types of concerns arise, employees are advised to first consult with their immediate superiors without contacting the Ethics Line, and should their concerns fail to see resolve in this manner, employees can reach out to the Ethics Committee, an authorized unit of Tosyalı Holding through the Ethics Line.

The disclosure of a notification the person made that would negatively impact the peace or relationships at the workplace to third parties will be definitely be prevented.

Threats against any employee who has refused to engaged in behaviors that violate ethical rules or had engaged in notifications in good faith will not be tolerated inside or outside of the workplace, be retaliated against, or be harmed in any manner. These types of behaviors shall constitute a violation of the ethical rules and shall warrant the necessary disciplinary penalties.
The notifying party being free of intentions like gossiping about violations or trying to negatively affect careers is a very important matter. Compliance with confidentiality, objectiveness, and ethical rules in the process of reporting and investigation is incredibly critical in this regard. Both the persons making the notification and the persons managing the process regarding this topic must demonstrate the maximum care and attention to this issue.
Intentional notifications in the nature of lies and/or slander shall constitute violations of ethical rules and shall warrant the necessary disciplinary penalties.

Primarily management shall give assurance for the provision of an environment and effectiveness suitable for the notification mechanism to work. Employees are aware of their support for management in providing for the effectiveness of the notification mechanism.

Below are some reportable the violations or inappropriate behaviors:

Environmental, health, and safety issues
Workplace disputes and abusing positions
Situations of the violation of information protection and data confidentiality
Applying threats and physical violence
Practices that violate internal and external legislation
Suspicions of problems and/or violations with human rights or workers rights
Criminal elements warrant evaluation as bribery, corruption, and abuse of security
Providing unjust and personal interests
Leaking confidential information (Like agreements, patents, project information, bidding price information, yet unannounced product prices and costs, company financial data and tables, customer and seller information, and personal data regarding employees, in the scope of trade secrets)
Managers using employees in private affairs
Not being fair in performance evaluation
The unequal treatment of employees
Neglecting and abusing positions