“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
Ethical Principles Procedure
Approved By: General Manager
Tolga Akkaş
Date: 20.10.2020
Revision: 08
This document is an intellectual property of Doğuş İnşaat ve Ticaret A.Ş. The controlled
copy of this document is stored in dbs portal. It can be accessed by all Doğuş
Construction users who has access to the system. All the printed and electronic copies
that are not stored in the system are considered as uncontrolled copies.
Ethical Principles Procedure 1
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
CONTENT
1. PURPOSE ............................................................................................................................................................................. 2
2. DEFINITIONS/TERMS ................................................................................................................................................ 2
3. REFERENCES and APPLICABLE LEGISLATION ....................................................................................... 4
4. CODE OF CONDUCT .................................................................................................................................................... 5
4.1. Creating and Maintaining the Fair Working Environment....................................................5
4.2. Confidentiality .......................................................................................................................................................... 6
4.3. Protecting Our Assets ......................................................................................................................................... 6
4.4. Time and Resource Utilization, Internet Access and E-Mail ................................................ 7
4.5. Political Activities .................................................................................................................................................... 7
4.6. Misuse of Duty........................................................................................................................................................... 8
4.7. Abuse and Psychological Harassment (Mobbing) ...................................................................... 8
4.8. Business Courtesies .............................................................................................................................................. 8
4.9. Public Officials .......................................................................................................................................................... 9
4.10. Providing a Secure, Safe and Healthy Workplace ..................................................................... 10
4.11. Being Aware of Our Environmental Responsibility .................................................................. 10
4.12. Preventing Competition Law Breach .................................................................................................. 10
4.13. Preventing Money Laundering .................................................................................................................... 11
4.14. Preventing Conflict of Interest..................................................................................................................... 11
4.15. Awareness Questions ......................................................................................................................................... 12
5. ANTI-BRIBERY and CORRUPTION (ABC) POLICY ............................................................................... 12
5.1. Bribery Prohibitions ............................................................................................................................................. 13
5.2. Facilitation Payments ........................................................................................................................................ 13
5.3. Business Partners .................................................................................................................................................. 13
5.4. Donations and Social Investments ......................................................................................................... 14
5.5. Recruitment .............................................................................................................................................................. 14
5.6. Books and Records Retention .................................................................................................................... 14
5.7. Duties and Obligations of the Compliance Manager .............................................................. 14
5.8. Reporting Violations and Disciplinary Action ............................................................................... 16
5.9. Training ......................................................................................................................................................................... 16
5.10. Appointed Compliance Manager ............................................................................................................ 17
6. ANTI-BRIBERY and CORRUPTION (ABC) PROCEDURE .................................................................. 17
6.1. Business Courtesies ............................................................................................................................................ 18
6.2. Social Investments, Donations, Sponsorships and Scholarships .................................. 19
6.3. Covenant of Integrity of Employees and Business Partners ............................................. 19
6.4. Business Partners ................................................................................................................................................ 20
7. WHISTLEBLOWING POLICY ................................................................................................................................ 20
7.1. Scope ............................................................................................................................................................................ 20
7.2. Behaviors or Situations Subject to Whistleblowing ................................................................ 20
7.3. How to Raise a Concern? ................................................................................................................................ 21
7.4. Conduct of Business Partners ..................................................................................................................... 21
7.5. Investigation and Outcome .......................................................................................................................... 21
Ethical Principles Procedure 2
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
1. PURPOSE
Doğuş Construction aims to create a culture of fairness and respect among the employees
(“Employees”) defined in Article 2 of this Procedure and to reflect this approach at each
level of the management in the interactions between the Employees and/or in the areas
affected by our actions.
At Doğuş Construction, the Company's vision and mission are adopted, and it is worked
with family awareness in line with the targets determined. The principles of respect for
people, respect for the environment and respect for the work done are indispensable for
all Employees at all levels. Under no circumstance is there any compromise on the virtues
of integrity, honesty, transparency and equality. All Employees aim for the highest quality
in their work and act in accordance with the Company's interests. They do not forget that
every step they take in their professional lives represents the Company and they avoid
actions and statements that may harm the Company's reputation.
As such, the objective of the Ethical Principles Procedure ["Procedure"] is to establish and
describe the ethical principles and compliance rules ["Compliance Rules"] that Doğuş
Construction Employees should adopt and follow and to provide sufficient guidance as to
how ethical principles and values will be implemented within the framework of the
Compliance Rules.
Core principles are expected to be embraced and applied by all Employees. Compliance
Rules constitute the expectations, standards and ethical practices that form the basis of
all business relationships and transactions of Doğuş Construction.
“Compliance Rules” comprise the following;
i. Code of Conduct
ii. Anti-Bribery and Corruption (ABC) Policy
iii. Anti-Bribery and Corruption (ABC) Procedure
iv. Whistleblowing Policy
Compliance Rules apply to Doğuş Construction and all its subsidiaries and all third parties
acting on their behalf, Business Partners and Employees defined in Article 2.
All Employees and Business Partners are expected to maintain full compliance to the
Compliance Rules and all Applicable Laws.
2. DEFINITIONS/TERMS
• Anti-Bribery and Corruption (ABC) Procedure
Refers to the Anti-Bribery and Corruption Procedure (“ABC Procedure”) implemented by
Doğuş Construction and defined in Article 6 of this Procedure.
• Applicable Legislation
Refers to Legislation referenced in Article 3 including Doğuş Construction’s policies and
procedures and additionally all applicable legislation which are in force or will come into
Ethical Principles Procedure 3
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
force in Turkey and in related countries – for the cases subject to foreign law.
• Board of Discipline
Depending on the violation of the Code of Conduct of the Employees, Board of Discipline
consists of General Manager, Human Resources Director and Legal Counsel authorized in
the investigations to be made within the framework of the Labor Law and related
legislation.
• Business Courtesies
Refers to the gifts described in Article 6.1 of this Procedure.
• Business Partners
Refers to vendors, suppliers, sub-contractors, contractors, joint venture partners, insurance
companies/brokers, representatives, distributors and other service providers involved in
Doğuş Construction’s activities.
• Business Partners Due Diligence Procedure
Refers to the due diligence procedure defined in Anti-Bribery and Corruption (ABC)
Procedure and to be carried out by Doğuş Construction Risk Manager.
• Code of Conduct
Refers to the Code of Conduct defined in Article 4 of this Procedure.
• Company
Refers to Doğuş Construction and Trade Inc.
• Compliance Manager
Refers to the Compliance Manager appointed by Doğuş Construction for the purpose of
implementing, monitoring and enforcing the Compliance Rules.
• Compliance Rules
Refers to the rules set out in the Code of Conduct, the Anti-Bribery and Corruption (ABC)
Policy, the Anti-Bribery and Corruption (ABC) Procedure and the Whistleblowing Policy.
• Employees
Refers to;
a) Any directors or officers of Doğuş Construction
b) All other people directly employed by Doğuş Construction and
c) Employees of other companies and Business Partners seconded into Doğuş
Construction
Ethical Principles Procedure 4
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
• Facilitation Payments
Refers to the payments defined in Article 5.2 of this Procedure.
• Intermediaries
Refers to any agency, consultant and other persons acting on behalf of Doğuş Construction
or its affiliates in business relations between Doğuş Construction and third parties.
• Public Official
Refers to any officer, employee or agent who participate in the execution of public
activities in any department, agency or instrumentality of the government, through
appointment or election, or in any way, permanently, periodically or temporary and
includes state enterprise, any person acting in an official capacity for or on behalf of a
government or government entity or of a public international organization, any political
party or party official, or any candidate for political office. Public Officials include not only
elected officials, but also consultants who hold government positions, employees of
publicly owned companies and political party officials.
• Whistleblowing Policy
Refers to the Whistleblowing Policy implemented by Doğuş Construction within the
framework of the Compliance Rules and defined in Article 7 of this Procedure.
3. REFERENCES and APPLICABLE LEGISLATION
RESOURCES
• Turkish Criminal Code No. 5237
• Regulation on Ethical Behavior Principles of Public Officials and Application
Procedures and Principles
• Protection of Personal Data Law No. 6698
• Labor Law No. 4857
• The Law on Protection of Competition No. 4054
• Public Procurement Law No. 4734
• Public Procurement Contracts Law No. 4735, and
• Other Related Legislation
Since Doğuş Construction operates in international markets, company operations may be
subject to different country laws and regulations, and when there are question marks
regarding the ethics of doing business in different countries, as a first priority , the
regulations based in the country where the work is carried out or country law to which the
main contracts are subject to should be followed.
If the law of the country where the work is being performed or the main contract is subject
to is in conflict with the ethical principles adopted by the Company, the discrepancy shall
be resolved in accordance with this Compliance Rules and other related procedures.
contradicts with the ethical principles adopted by the Company, a solution will be
produced within this Compliance Rules and other related procedures.
Ethical Principles Procedure 5
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
4. CODE OF CONDUCT
All Employees, subsidiaries, Intermediaries and Business Partners must adhere to the Code
of Conduct set out below in performing all kinds of business and transactions related to
the activities of Doğuş Construction directly or indirectly.
The objective of the Code of Conduct is to establish the rules of conduct in line with Doğuş
Construction’s core ethical principles and values and to provide sufficient guidance as to
how Code of Conduct will be implemented within the framework of the Compliance
Rules.
The Code of Conduct should be read in conjunction with our other related policies and
procedures that will assist and guide in making decisions that are in line with Doğuş
Construction's interests.
4.1. Creating and Maintaining the Fair Working Environment
As Doğuş Construction, creating and maintaining a fair working environment for
Employees is one of our top priorities. It is aimed to increase the success, development and
loyalty of the Employees by creating a fair, respectful, healthy and safe working
environment that is compatible with the Legislation for the Employees.
Accordingly, Employees must treat each other fairly and with respect. Every Employee
should know that promoting a culture of justice and respect is an integral part of Doğuş
Construction's work environment, and failure to adhere to these ideals can result in
termination of employment.
According to this;
Doğuş Construction practices are in compliance with all applicable Legislation and
regulations regarding employment and working life. Employees also fulfill all legal
requirements within the scope of their activities and act in accordance with legal
regulations.
Doğuş Construction's human resources policies and practices ensure fairness in
recruitment, promotion-transfer-rotation, remuneration, rewarding, social rights and all
other similar practices.
It is unacceptable to discriminate among the Employees within the organization for
language, race, color, gender, political thought, belief, religion, sect, age, physical disability
and similar reasons. People with different beliefs, thoughts and appearances are ensured
to work in harmony with all Employees within the framework of ethical principles.
Doğuş Construction principles and practices prohibit to take into consideration – in
contrary to the Compliance Rules - the qualifications not related to job performance
and/or business operations including race, ethnicity, color, gender, religion, personal
relationships, national origin, age, disability, political views, marital status, sexual
orientation and family responsibilities in decisions to be taken for the Company and in the
realization of the Company's business and transactions.
In this context; Employees are also required to treat each other, as well as any
Ethical Principles Procedure 6
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
Intermediaries, Business Partners or Public Officials they may engage with in due course
of their employment, without discrimination on matters not related to job performance
and/or business operations like race, language, ethnicity, color, gender, religion, personal
relationships, national origin, age, disability, political opinion, marital status, sexual
orientation and family responsibilities.
4.2. Confidentiality
Confidential information includes, without being limited to here listed, the intellectual
property rights and all kinds of innovations of Doğuş Construction, the database written,
found, developed or implemented by the Employees, printed communication materials,
business processes and business plans, business strategies, strategic partnerships and
information about partners, financial information, personnel information, customer lists,
price, design, method statements (know-how), specifications, information about potential
and real contractors/suppliers/customers and all kinds of similar information.
Doğuş Construction respects the confidentiality of the personal information of the
Employees and the personal data of the Employees will not be disclosed unless required
by the relevant Legislation that Doğuş Construction is obliged as an Employer or unless
expressly authorized by the person concerned. In order to protect the personal data of the
Employees, Doğuş Construction ensures that all processes are carried out in accordance
with the Protection of Personal Data Law No. 6698, the provisions of the Applicable Laws
and the Company's policies and procedures issued in this regard.
Information is one of the most important assets that Doğuş Construction will use to
achieve its goals. In this regard, it is the common responsibility of the Employees to use
information effectively, share it correctly and ensure the confidentiality, integrity and
accessibility of the information in this process.
Employees cannot share confidential and non-public information about the Company
with unauthorized persons for any purpose. If there is any doubt about the degree of
confidentiality of the information, then Employees should take the opinion of their
manager in this regard. In accordance with the principle of “clean table-clean screen”, it is
important not to leave confidential documents on the tables, to keep passwords carefully,
not to talk confidential information in common areas such as elevators, dining halls and
not to make false statements about the Company or Employees. Persons whose business
relationship has ended cannot take the confidential information out of the Company nor
use them against the company.
Employees cannot share information on social media that may require confidentiality and
may damage Company/Employee reputation. Employees should never discuss business
details related to Doğuş Construction, Employees, Intermediaries or Business Partners on
the internet. Employers are reminded that their duties of confidentiality extend to the
internet network as well.
4.3. Protecting Our Assets
Doğuş Construction’s all kinds of company assets – including physical and intellectual
property – can only be used in accordance with the authority provided by management.
Company assets are not to be used for personal use or to be provided to third parties for
Ethical Principles Procedure 7
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
their use unless specifically authorized. All our equipment and any equipment provided
for Doğuş Construction’s use by third parties must be treated with respect and care.
Our confidential or proprietary information is a valuable asset and it must not be shared
with any third parties unless there is a legitimate business reason for doing so and the third
party has a legitimate need to know the information.
Employees have to protect our confidential and proprietary information and are forbidden
to disclose it to any person other than in the proper discharge of their duties.
It is absolutely unacceptable gaining any commercial benefit (insider trading) including
stock trading, by leaking information from inside regarding Doğuş Construction or its
Business Partners.
Employees must obtain prior approval of the General Manager and the Corporate
Communications Department before sharing any information about Doğuş Construction
and its business with the press. Any explanation and behavior that may harm the
Company, damage the Company's reputation, cause negative evaluation or lead to
speculation should be avoided in the relations with the press. It is subject to the approval
of the General Manager to give a speech to any broadcasting organization about Doğuş
Construction and its businesses, to make interviews, to attend places such as seminars or
conferences as speakers, and to determine whether to be charged in return.
4.4. Time and Resource Utilization, Internet Access and E-Mail
Company interests shall be taken into consideration in using resources on behalf of Doğuş
Construction. Without the interest of the Company or without having any similar
application in this regard, Company assets, facilities and personnel cannot be provided for
the use of anyone or for any reason other than the company’s purposes, under any name
and for any person's benefit,. Managers cannot assign Employees for their personal work.
The correct use of resources in accordance with the Company's interests also requires the
correct use of time. Employees are responsible for conducting work-related works during
working hours, and the follow-up of private works should be done in a way without any
disruption in its works and outside of working hours as much as possible. Time and
resources should be used in the most efficient way with a sense of saving and cost
awareness, by also respecting the environment in line with the company principles.
Internet access and e-mail addresses allocated to the use of the Employees are used for
professional purposes within the framework of the information security policy. Internet
access may be limited by Company decision. Sites which are against the law, engaged in
political propaganda, incompatible with moral values, and have game and entertainment
content should not be accessed.
4.5. Political Activities
Employees remain at an equal distance to all public institutions and organizations,
administrative organizations, non-governmental organizations and political parties
without any expectation of interest in all activities and processes to be carried out on
behalf of Doğuş Construction and fulfill their responsibilities and responsibilities.
Ethical Principles Procedure 8
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
Employees cannot provide financial and spiritual supports to any political activities on
behalf of the Company. Employees cannot propagandize or work for a political party, or
actively operate on behalf of any political party during their employment at Doğuş
Construction, in the workplace or in environments where they represent the Company, or
in any way that may affect the Company's activities.
Managers cannot ask Employees to do a political business or to become a member of a
political party.
Employees cannot change their appearances or dressing style in line with the ideology of
any political party.
4.6. Misuse of Duty
It is unacceptable for the Employees to misuse their duties and thereby harm the
Company by using their powers and responsibilities outside of their own care or the care
that is expected from them.
Employees are prohibited from deriving direct or indirect personal benefits from the
transactions and contracts to which the Company is a party by way of procurement and
similar activities of the Company.
4.7. Abuse and Psychological Harassment (Mobbing)
The private life and personal spaces of the Employees are respected. In addition to all kinds
of immunity of Employees, physical, sexual and emotional immunity are also protected.
Sexual behavior, attitudes and contacts that are contrary to moral principles and
legislation, taking an approach in this direction other than the consent of the Employee
using his/her position, discrimination on the subjects such as religion, language, race as
well as sexual abuse and behaviors that cause harassment are strictly prohibited.
For Employees, any violation of immunity is not tolerated in the workplace or anywhere
they are due to work, through physical, sexual and/or emotional abuse. Possible negative
attitudes and behaviors against those who report such violations or assist during the
investigation are also considered as violations of the Code of Conduct.
Moreover, “Psychological Harassment” (Mobbing) which is defined as malicious attempts
to force someone to quit job such as long-term and systematic psychological pressure,
emotional attack, attrition, siege, disturbing, distress and intimidation exerted by one or
more Employees on another Employee is also strictly prohibited.
Employees who have any complaints, questions or doubts in this regard should consult
the Compliance Manager in accordance with the Whistleblowing Policy.
4.8. Business Courtesies
Doğuş Construction understands that the culture and environment in which it operates
may sometimes necessitate, as a social norm, the giving and receiving of small gifts, tokens
Ethical Principles Procedure 9
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
or related business courtesies by the Employees to and from third parties. With this kept
in mind, Doğuş Construction has a zero-tolerance policy for bribery, influence peddling or
any crime which may fall afoul of any and all Compliance Rules and best business practices
applicable to Doğuş Construction and its Employees.
Prior to giving a gift, token or a related business courtesy to a Business Partner or a Public
Official, all Employees are required to consult the Anti-Bribery and Corruption Procedure
and where applicable, as per Article 6.1 of this Procedure, obtain the prior approval of his
or her one-up manager, superior manager and/or the Compliance Manager prior to the
purchase of such business courtesy.
Prior to receiving a gift, token or a related business courtesy from a Business Partner or a
Public Official, all Employees are required to consult the Anti-Bribery and Corruption
Procedure and where applicable, as per Article 6.1 of this Procedure, obtain the prior
approval of his or her one-up manager, superior manager and/or the Compliance Manager
prior to the receipt of such business courtesy.
In case of any doubts as to whether or not a business courtesy may fall afoul of the
Compliance Rules, all Employees are directed to file a query with the Compliance
Manager.
In any event all Employees are instructed to report to the Compliance Manager any
business courtesies given and/or received for such gift to be recorded in the Doğuş
Construction Business Courtesies Ledger.
Employees are reminded that gratuity payments (“
bahşiş
”) to Public Officials are also a
direct violation of Compliance Rules and are instructed to refrain from making such
payments in the same manner they would refrain from giving a bribe.
All Employees are directed to cooperate to the fullest extent with the Compliance
Manager for any investigation, routine or directed, pursued by the Compliance Manager to
ensure Doğuş Construction’s compliance with the Applicable Laws. In the same direction,
all Employees are required to file any case or any situation where they suspect another
Employee, a Business Partner and/or a Public Official being in breach of Compliance Rules
with the Compliance Manager in accordance with the Whistleblowing Policy.
"Awareness Questions" set out in Article 4.15 should be taken into consideration when
evaluating business courtesies.
4.9. Public Officials
Due to the presence of many different administrative authorities in domestic and
international projects, Doğuş Construction foresees frequent interaction of its Employees
with Public Officials. All Employees shall treat the Public Officials of their non-native states
with the same degree of courtesy and respect as they would extend to a Public Official of
their own home country.
Employees are encouraged to (i) notify any meeting planned by an Employee or a Public
Official, regardless of the meeting’s agenda or importance, to their one-up manager; and
to the extent being practically possible, (ii) always attend any meeting or a phone call with
a Public Official with the presence of another Doğuş Construction Employee.
Ethical Principles Procedure 10
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
Doğuş Construction is fully committed to perform any and all its duties, arising either out
of law or contract, in complete compliance with the Applicable Laws. It is Doğuş
Construction’s opinion that any proposal to or by a Public Official to “make something
doable” contrary to the Applicable Law is a series risk towards its stance for full adherence
to Compliance Rules, as such acts or actions are very likely to later lead to a situation where
an exchange or an offer shall be in breach of the Compliance Rules, notwithstanding as to
whether or not a benefit was exchanged in the first instance.
Public Officials, regrettably, may sometimes seek to use their influence unlawfully over the
Employees with the intent to extort Money, gifts, favors or other related benefits. Employers
are reminded that this constitutes a crime under the Applicable Laws. In the event that
any Employee is faced with an undue and unlawful duress, threat or coercion from a Public
Official, the Employees are directed to immediately notify the Compliance Manager of the
event. Following the determination of the situation, the Compliance Manager will submit
his/her views on the necessary steps to be taken to punish those concerned for the
approval of the “Doğuş Construction Risk and Audit Committees”.
All Employees are instructed to consult the Compliance Manager for any queries,
questions or reservations they may have in dealing with a Public Official, in accordance
with the Whistleblowing Policy.
4.10. Providing a Secure, Safe and Healthy Workplace
As Doğuş Construction, we must operate our business in a safe and responsible manner.
Accordingly, all our Employees should put security, safety and health matters ahead of
operational performance and comply with our Health, Safety and Environmental Policy.
4.11. Being Aware of Our Environmental Responsibility
Doğuş Construction is committed to high environmental standards. Our operations must
be managed in accordance with our environmental policies in order to reduce our
environmental footprint.
This means that:
• All strategic and operational decisions must be guided by international
environmental practices, in addition to local requirements and expectations.
• We must identify, assess and manage the environmental risks of our operations to
minimize the impact of our business on the natural environment and surrounding
communities.
• All the relevant Legislation provisions in force within the scope of environmental
responsibility must be followed in all works and processes.
4.12. Preventing Competition Law Breach
Competition can only develop freely when it is fair. The Company is committed to integrity
and fairness when competing with others in the market. Conduct that undermines
Ethical Principles Procedure 11
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
competition is not tolerated. The Company will compete in an ethically justifiable manner
within the framework of the antitrust and competition rules in the market in which the
Company operates. This applies in relation to competitors as well as to customers and
suppliers.
Antitrust laws prohibit agreements or actions that might eliminate or discourage
competition, bring about a monopoly, abuse a dominant market position, artificially
maintain prices, or otherwise illegally hamper or distort commerce.
All Employees are obliged to (i) leave, or physically distance themselves from, any
conversation inside or outside working hours which they suspect might relate to the
breach of antitrust laws; (ii) in written format, distance themselves from any electronic
correspondence which they suspect might relate to the breach of antitrust laws; and (iii)
directly report any suspected breach of antitrust rules immediately to their superior
manager and/or through the Whistleblowing Hotline in accordance with the
Whistleblowing Policy.
4.13. Preventing Money Laundering
Money laundering is the process of concealing illicit funds or making them look as though
they are legitimate. This includes concealing the criminal origin of money or other property
– sometimes called the proceeds of crime – within legitimate business activities. It also
covers the use of legitimate funds to support crime or terrorism.
Doğuş Construction strictly prohibits money laundering, which means that Doğuş
Construction and its Employees shall always comply with anti-money provisions under the
Applicable Laws. In the event that any Employee suspects that a transaction or business in
which Doğuş Construction is involved in, or contemplates in being involved in, might relate
to a situation whereby Doğuş Construction may later be accused in being party to a
transaction in which money was laundered; he or she must contact the Compliance
Manager through phone, e-mail or the Whistleblowing Hotline immediately.
4.14. Preventing Conflict of Interest
Our Employees must behave impartially in all business dealings and not give other
companies, organizations or individuals improper advantages. Hence, Employees must not
become involved in relationships that could give rise to an actual or perceived conflict of
interest with Doğuş Construction.
No Employees must work on or deal with any matter in which they themselves, their lineal
relatives, collateral relatives up to 3rd degree, affinal relatives and companies that they
have shares or any other person with whom they have close relations, has a direct or
indirect financial interest. Nor may any Employee work on or deal with any matter where
there are other circumstances that might undermine trust in the Employee’s own
impartiality or in the integrity of the work.
Any Employee who finds themselves in a conflict of interest situation shall notify his
superior management, who shall in turn notify the Compliance Manager. However, the
potential conflict of interest does not necessarily disqualify an individual from being
seconded or assigned to the Company, or continuing to be seconded or assigned to the
Ethical Principles Procedure 12
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
Company, so long as such conflict of interest is disclosed at the time of the nomination to
the Company or as soon as it arises after accepting a secondment or assignment to the
Company. The top management together with the Compliance Manager will carefully
examine each situation and evaluate it with the particular individual’s superior manager.
The top management and the Compliance Manager will then determine if the
circumstances warrant any actions to be taken to alleviate the actual or potential conflict
of interest.
4.15. Awareness Questions
Awareness questions about whether or not the situations and events you have faced in
due course of the performance of your work as an Employee violate the Compliance Rules
are listed below. Please refer to the questions below. If the answer to any one of the
questions below is not a definite “YES”, contact the Compliance Manager and your superior
manager immediately.
1. Does the situation or event comply with general practices, rules and traditions?
2. Is this activity/behavior balanced and fair? (You can evaluate this if it will disturb you
in case the competitor firm (someone else) does the same)
3. Can I say that our Company and our stakeholders would not be disturbed if all
details of this event were heard by the public?
4. Can I explain to my colleagues or managers that I accept this situation without any
discomfort or embarrassment?
5. Am I confident that this person would be still offering me this gift, business courtesy
or hospitality if there was no established or proposed business or administrative
relationship between him/her and Doğuş Construction?
6. Am I sure that the value of the gift, business courtesy or hospitality is below the per
capita limits defined in the ABC Procedure?
7. Would I be confident in refusing a formal or informal offer or invitation of any kind
from this person after I receive the gift, business courtesy or hospitality?
8. Would I be able to confidently defend myself against the Compliance Manager if
he/she became aware by other means of me receiving this gift, business courtesy or
hospitality?
9. Would I be able to explain the gift, business courtesy or hospitality to my co-workers
or to my managers without discomfort or embarrassment?
5. ANTI-BRIBERY and CORRUPTION (ABC) POLICY
Doğuş Construction shall conduct its business in compliance with Applicable Laws and in
accordance with the highest ethical standards. This Anti-Bribery and Corruption Policy
(“ABC Policy”) applies to:
- all Doğuş Construction’s activities
- all Doğuş Construction’s Employees and
- all Doğuş Construction’s Intermediaries.
Civil and criminal penalties can be imposed on Doğuş Construction as well as any
Employees or Intermediaries responsible for violating any of the Applicable Laws. Also,
violation of the Applicable Laws or this ABC Policy can lead to disciplinary action by “Doğuş
Construction Risk and Audit Committees”, up to and including immediate rightful
termination of employment as detailed under Article 5.8 below.
Ethical Principles Procedure 13
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
Employees and Intermediaries should consult with the Compliance Manager in the event
they have any questions about their obligations under the Applicable Laws, this ABC Policy
or ABC Procedure.
5.1. Bribery Prohibitions
Employees and Intermediaries cannot bribe, propose and promise to any third party in the
public or private sector, and cannot promise on behalf of Doğuş Construction with the
intention to;
a) influence that third party to obtain or retain business or an advantage in violation
of the Applicable Laws; or
b) cause or reward improper performance or non-performance of official, business, or
professional obligations.
Further, Employees and Intermediaries cannot request or accept anything of value as an
incentive or reward for acting improperly, either in violation of:
- their duty of loyalty and care to Doğuş Construction
- this ABC Policy and
- the Code of Conduct
5.2. Facilitation Payments
Public Officials sometimes request payments or gratuities to expedite, facilitate or speed
up government actions (such as issuing licenses and permits, clearing items through
customs or obtaining a visa). These payments would be referred to as “Facilitation
Payments”.
Doğuş Construction prohibits making Facilitation Payments which are a form of bribery.
If Employees are offered a Facilitation Payment, they should notify the Compliance
Manager as soon as possible to ensure that necessary measures are taken.
Public Officials may sometimes request payments or gratuities to perform government
actions which, if not performed or improperly performed, may damage Doğuş
Construction’s interest. Any such request should be immediately notified to the
Compliance Manager in order to allow the same to take appropriate action.
5.3. Business Partners
Doğuş Construction needs to ensure that Business Partners adhere to the same ethical
and legal standards as Employees and Intermediaries. Hence, the below requirements
must be strictly followed:
a) Due diligence must be performed as per the Business Partner Due Diligence
Procedure (as described in Annex-3) by the Risk Management Department before
any new Business Partner is engaged by Doğuş Construction.
b) Business Partners must be engaged for legitimate business purposes and on
Ethical Principles Procedure 14
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
commercially reasonable terms which are competitive and suitable for market
conditions, including so far as their compensation is concerned.
Anti-bribery provisions must be included in the tendering and request for quotation
documents regarding the services to be provided by the Business Partners as approved by
the Compliance Manager, and the relevant contracts must be signed to include these
articles.
5.4. Donations and Social Investments
Doğuş Construction recognizes that making donations and investing in the communities
in which we operate are an important part of our corporate responsibility. With this
responsibility in mind, Doğuş Construction must also ensure that its donations and social
investments comply with the following;
a) Donations and social investments must be approved in advance by the Compliance
Manager in accordance with the ABC Procedure
b) Unless otherwise the Board of Directors taken a board decision, donations and
social investments must never be made in cash by hand
c) Donations and social investments should be made only to organizations,
government entities or persons that can be relied upon to use the donation or
community investment in the manner intended by Doğuş Construction
d) Donations and political contributions to Public Officials (including political parties)
are prohibited
e) Donations or social investments should not be made if a Public Official is likely to
personally benefit from them
f) Appropriate documentation and records must be kept for the donation or
community investment and must be properly reflected in Doğuş Construction’s
account
5.5. Recruitment
No Public Official (excluding retired) or 1st degree relative of a Public Official shall be hired
or retained without prior approval of the Compliance Manager.
5.6. Books and Records Retention
All payments by and transactions involving Doğuş Construction must be recorded
accurately and in reasonable detail in the Doğuş Construction books and records.
Adequate financial controls also must be implemented to ensure that no disposition of
Doğuş Construction funds or other assets can be made except in accordance with
management instructions.
5.7. Duties and Obligations of the Compliance Manager
Duties of the Compliance Manager:
Doğuş Construction has appointed a Compliance Manager whose contact details can be
seen below, to be principally responsible for managing the implementation, monitoring
Ethical Principles Procedure 15
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
and enforcement of the Compliance Rules.
The Compliance Manager reports to “Doğuş Construction Risk and Audit Committees” and
shall keep the General Manager fully informed as to his/her activities and the contents of
such reports in advance of submission to the Committees.
Any guidance and procedures developed and issued in addition to this Procedure by the
Compliance Manager, as approved by General Manager, are binding on every person to
whom this ABC Policy and the Code of Conduct relate.
The Compliance Manager’s duties and responsibilities shall be as follows:
1) Developing the ABC Procedure and ensuring that relevant anti-bribery provisions
are included in tender documents and in contracts to be signed between Doğuş
Construction and Business Partners
2) Developing and facilitating suitable regular and periodic training for Employees,
Intermediaries and other persons referred to in this Procedure to ensure familiarity
with and understanding of the ABC Policy, the Code of Conduct and the Applicable
Laws
3) Responding to inquiries by Employees regarding this Procedure and the
Compliance Rules and escalating issues to the attention of the General Manager if
necessary
4) Identifying internal and external corruption risks faced by the Company and in order
to prioritize them, conducting general risk assessments based on the risk
assessments to be carried out by all related departments. Getting support from Risk
Management department on necessary topics in studies to be carried out on this
subject.
5) Conducting periodic assessments of the effectiveness of the Company’s anti-
corruption program; these assessments include evaluation of how well relevant
policies and procedures are being implemented and followed throughout the
Company. Getting support from Risk Management and Internal Audit departments
on necessary topics in studies to be carried out on this subject.
6) Investigating, or overseeing the investigation of, any information or allegations
concerning violations of the Compliance Rules
7) Assisting the Company in the conduct of integrity due diligence of Business
Partners; this includes scoping level of information required, analysis of information,
identifying corruption and money laundering risks and recommending appropriate
risk mitigations.
8) Establishing regulations and managing internal training activities for the
implementation of ABC Procedures.
Authorities of the Compliance Manager:
In order to ensure the efficient and intended performance of the Compliance Rules, the
Compliance Manager may, in pursuance of routine audits, internal or external queries and
complaints, utilize any and all of the following Powers and authorities:
1) Setting up and conducting personal interviews with Employees or Business
Partners
2) Requesting verbal or written information from Employees or Business Partners
3) Requesting and reviewing Doğuş Construction books, records and documents
Ethical Principles Procedure 16
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
4) Requesting and reviewing, on site or off site, electronic or mobile correspondence
of Employees conducted over Doğuş Construction’s electronic mail or phones with
the approval of General Manager
It is integral for the performance of the Compliance Rules to ensure that the Compliance
Manager’s performance of his/her duties is unhindered. Any objections or complaints
against the performance of any one of the Compliance Manager’s duties listed above must
be filed in writing directly with “Doğuş Construction Risk and Audit Committees” and
General Manager who shall then conduct a review of the complaint. Any objection or
complaint so filed shall not prevent the Compliance Manager’s performance of his/her
duties.
Any and all information obtained by or given to the Compliance Manager shall be treated
as strictly confidential information. Where such information contains data, which might
under the Applicable Laws be construed as “personal data”, then Applicable Law provisions
will be applied to acquire, store, share, destroy or return the relevant data.
5.8. Reporting Violations and Disciplinary Action
Failing to comply with the Applicable Laws, this Procedure, the ABC Policy, the ABC
Procedure and the Code of Conduct may result in disciplinary action to be started by
“Doğuş Construction Risk and Audit Committees” that can include termination of related
persons employment with Doğuş Construction. However, depending on the violation of
the Code of Conduct of the Employees, the Disciplinary Board will be authorized in the
investigations to be made within the framework of the Labor Law and related legislation.
Any Employee of Intermediary who learns of possible breaches to this Procedure, ABC
Policy, ABC Procedure and the Code of Conduct must report his/her concerns
immediately, preferably in writing, to his/her superior manager, the Compliance Manager
or through the Whistleblowing Hotline that Doğuş Construction has established. Failure to
make a timely report and consequently causing a damage to the Company may also
constitute a ground for initiating disciplinary action which can eventually lead to
termination of your employment by Doğuş Construction.
Please refer to the Whistleblowing Policy for detailed information regarding your reporting
obligations.
5.9. Training
Content and Targeted Audience:
Training on the Applicable Laws, this ABC Policy and the related policies and procedures
will be provided as part of each new Employee being hired and thereafter in accordance
with the training program. The method of training will depend on the position and
location of the Employee.
Doğuş Construction’s Human Resources department will provide the names and positions
of all current Employees and all new Employees to the Compliance Manager.
Training sessions will focus on different subject areas depending upon the audience. Focus
Ethical Principles Procedure 17
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
areas include Business Partners, business courtesies, community development, and books
and records and internal controls. If needed, the task of providing trainings may be
delegated by the Compliance Manager to certain Employees or consultancy service can
be obtained in this regard with the approval of the General Manager. Specific areas of focus
may be determined in particular for the following categories:
- Business Leadership (Top Management and Managers)
- Business Development
- Administrative Relations
- Community Development
- Finance and Accounting
- Purchasing and Procurement
Frequency:
Each new Employee must receive training within 2 (two) months following their hiring by
Doğuş Construction. Trainings may be repeated for certain categories of Employees during
their employment with Doğuş Construction upon request of Doğuş Construction’s
management or as determined by the Compliance Manager.
Business Partners:
Business Partners identified as “Higher Risk” by the Compliance Manager may receive
appropriate training. Criteria for determination of “Higher Risk” may include:
• Frequent interaction with Public Officials
• Prior bribery allegations or settlements
• Lack of anti-bribery policy and procedures and
• Affiliation with Public Officials including recommendations from a Public Official
The Compliance Manager will determine the method of training and coordinate with the
relevant business owner in order to schedule the training, if applicable.
5.10. Appointed Compliance Manager
The contact information of the Compliance Manager appointed for the implementation
of this ABC Policy and the ABC Procedure is below:
Aylin Karaoğlu Has : etik@dogusinsaat.com.tr
(0212) 800 0780
6. ANTI-BRIBERY and CORRUPTION (ABC) PROCEDURE
Any documentation relating to any approvals under this ABC Procedure must be kept and
filed as a business record.
This ABC Procedure is designed to ensure compliance with Doğuş Construction ABC Policy
and applies to all Employees.
Ethical Principles Procedure 18
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
The Compliance Manager may pre-approve types, categories, amounts and frequency of
Business Courtesies (“Block Approvals”) to facilitate business. Please contact the
Compliance Manager in advance to obtain any such Block Approvals to allow appropriate
time for review.
6.1. Business Courtesies
Business courtesies include gifts, meals, entertainment, transportation or lodging that
promote good relationships. Some Business Courtesies can be considered as bribes under
certain circumstances. Accordingly, before bidding or accepting any Business Courtesy, it
should be carefully examined whether it will be considered as bribes according to
Applicable Laws. Therefore, the following terms need to be considered and followed:
In all circumstances Business Courtesies should be:
1. Permissible under Applicable Laws and should not be of the nature of any other
crime for doing or not doing a business and/or according to bribery and law, and
must be offered or received for a legitimate business purpose
2. Irregular when combined with all other business courtesies provided to a particular
recipient or accepted by an Employee over the course of the previous 12 (twelve)
months. Employees are requested to consult with the Compliance Manager if more
than 6 business courtesies have been provided to the same proposed recipient in
the prior 12 (twelve) months.
3. Given or received openly (i.e., not hidden from other Employees or the recipient, or
from other people)
4. Not be lavish or extravagant
5. Not be in the form of cash or cash equivalent (e.g. gift certificates)
6. Recorded in the Doğuş Construction Business Courtesies Register
7. Approved in advance if approval is required by this Procedure
The following internal approvals are required in writing for the giving and receiving of
Business Courtesies where the value per person exceed the thresholds (for each gift)
outlined below:
GIVING
Value
Gifts
Between 20 USD and 50 USD
50 USD and Above
100 USD and Above
Meals / Entertainment
50 USD and Above
Accommodation* (per night)
100 USD and Above
Travel Expense*
Any value
Ethical Principles Procedure 19
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
6 (six) or more Business
Courtesies have been
provided to the proposed
recipient in the prior 12
months
Any value
RECEIVING
Gifts and anything else
Between 20 USD and 50 USD
50 USD and Above
100 USD and Above
* Reimbursement of accommodation and travel expenses for a private sector service
provider is not subject to these approvals, provided that the reimbursement is expressly
provided for in the relevant contract. Should you have any questions as to the applicability
or the content of such contract, please contact the Compliance Manager.
6.2. Social Investments, Donations, Sponsorships and Scholarships
The following internal approvals are required for the giving of the following items of value:
Value
Social Investments
Any value
Donations
Up to 100 USD
100 USD and Above
Sponsorships
Any value
Scholarships
Any value
6.3. Covenant of Integrity of Employees and Business Partners
Doğuş Construction aims to fully comply with the rules on combating bribery, corruption
and money laundering.
Accordingly, as part of the compliance process and in terms of the requirements of this
Procedure, Employees and Business Partners who work in critical positions and who are
determined by the General Manager are required to sign a commitment for adherence to
ethical rules and to comply with the rules on combating bribery, corruption and money
laundering.
The “Covenant of Integrities” required to be signed by the relevant Employees and Business
Partners are included in Annex-1 and Annex-2.
Ethical Principles Procedure 20
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
6.4. Business Partners
Business Partners mean vendors, suppliers, sub-contractors, joint venture partners, brokers,
representatives, distributors and other service providers involved in Doğuş Construction’s
activities.
Establishing a contractual relationship between any Business Partner and Doğuş
Construction or obtaining goods or services from any Business Partner is subject to the
prior written approval of Doğuş Construction Risk Manager.
The purpose of this approval is to ensure adequate due diligence has been carried out on
the Business Partner.
“Business Partners Due Diligence Procedure” is included in Annex-3.
7. WHISTLEBLOWING POLICY
7.1. Scope
This Whistleblowing Policy applies to all Employees and all Employees are expected to
fully comply with the Compliance Rules and all Applicable Laws.
Accordingly, a culture of transparency and responsibility is vital within Doğuş Construction.
This Policy aims to encourage Employees to report suspected violations of the Compliance
Rules and Applicable Laws, knowing that their concerns will be taken seriously and the
investigations subject to notices/complaints/objections will be conducted confidentially.
All Employees should be able to raise genuine concerns in good faith without fear of
retaliations, even if said concerns turn out to be mistaken.
7.2. Behaviors or Situations Subject to Whistleblowing
Whistleblowing is the disclosure of information that relates to suspected wrongdoing or
dangers which may include:
a) Criminal activity
b) Danger to health and safety
c) Damage to the environment
d) Failure to comply with any legal or professional obligation or regulatory
requirements
e) Bribery
f) Breach of Compliance Rules
g) Any conduct that may damage the Company’s reputation
h) Unauthorized disclosure of confidential information
i) Any conduct that may have a detrimental effect on the healthy and productive
working environment of Employees
j) Any other behaviors and situations that may be subject to notice
In case of encountering behaviors and situations that may be the subject of notice or in
case of serious suspicion that such situations may have occurred, notification should be
Ethical Principles Procedure 21
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
made within the scope of and according to this Whistleblowing Policy.
In case of hesitation about whether any issues are covered by the Whistleblowing Policy,
the Compliance Manager should be consulted.
7.3. How to Raise a Concern?
Doğuş Construction’s objective is to ensure that Employees can Express whistleblowing
concerns, knowing that:
1. Their observations will be treated with the utmost confidentiality
2. Their anonymity will be preserved and
3. They will not be subject to any detrimental treatment, disciplinary action or
termination as a result of a raising a concern in good faith
You may tell any of your concerns to your department manager, or if you prefer, you can
contact any of the following:
(a) The Compliance Manager or
(b) Through our Whistleblowing Hotline
Department managers are obliged to immediately notify the Compliance Manager of the
notification directly sent to them.
Contact details of the Compliance Manager and Whistleblowing Hotline are provided at
the end of this Policy.
7.4. Conduct of Business Partners
Whistleblowing concerns are more likely to relate to the conduct of the Employees, but it
can also relate to the conduct of Business Partners. Employees are therefore also requested
to share any genuine concerns regarding any violations of the Compliance Rules by
Business Partners, including where these can have an impact on Doğuş Construction’s
operations or Employees.
7.5. Investigation and Outcome
In case of any notice within the scope of the Whistleblowing Policy an initial assessment
will be carried out to determine the scope and responsible people. Employees may be
required to attend additional meetings to provide further information. In order to
investigate a specific matter, an external investigator or team of investigators may be
appointed.
Doğuş Construction understands that Employees having genuine concerns can be worried
about possible repercussions. Doğuş Construction encourages the raising of such concerns
and will support Employee who raise genuine concerns in good faith under this
Whistleblowing Policy, even if they turn out to be mistaken.
Accordingly, Doğuş Construction will not permit any whistleblower to be subject to any
retaliation or negative reaction from other Employees, including its superiors. In case there
are any such retaliatory actions or negative reactions, these shall be subject to disciplinary
Ethical Principles Procedure 22
“Kurumsal bilgiler içermektedir. Sadece ilgili ekipler ve 3. taraflar ile kontrollü olarak paylaşılmalıdır./Contains corporate information. It should only be shared in a
controlled manner with the relevant teams and third parties.”
procedures to be carried out by “Doğuş Construction Risk and Audit Committees” and/or
the Board of Discipline. However, we would like to strongly remind you that, in case of
misleading behaviors like raising a concern which is known to be false or making false
allegations in bad faith or with a view to personal gain or the use of Whistleblowing Hotline
outside its intended/expected purpose, these may be subject to disciplinary action up to
and including dismissal.
PLEASE TALK TO US! WE ARE READY TO LISTEN.
Appointed Compliance Manager:
The Compliance Manager for purposes of this Whistleblowing Policy is:
Aylin Karaoğlu Has : etik@dogusinsaat.com.tr
(0212) 800 0780
Whistleblowing Hotline:
(0212) 800 0780