The Ethical Code

CHAPTER 1 - GENERAL PROVISIONS

Purpose

Clause 1. The purpose of this document is to regulate the Ethical Code required to be obeyed by the personnel of TEMSAN YAPI VE MAKİNA ENDÜSTRİ A. Ş. and its principles of practice.

Scope

Clause 2. These code involves the managers and employees from any rank at TEMSAN YAPI VE MAKİNA ENDÜSTRİ A. Ş. All employees must use this code for guidance.

Terms Used in the Regulations

Clause 3. In this Regulations;

TEMSAN means the legal personality of TEMSAN YAPI VE MAKİNA ENDÜSTRİ A. Ş.,

Company Management means the Top Management (CEO) acting on behalf of the Board of Directors of TEMSAN YAPI VE MAKİNA ENDÜSTRİ A. Ş.

Ethics Committee

Clause 4. Functioning of the ethical code is managed by an Ethics Committee constituted within the company. The Ethics Committee consists of the Director General, the Deputy Directors General and the Director of Human Resources. The duty of Ethics Representation is conducted by the Director of Human Resources as an additional duty.

CHAPTER 2 – ETHICAL CODE

The Ethical Code is about our behaviour towards each other at the workplace, the way we manage our environmental responsibilities, our relationships with our competitors, our interaction with civil servants, and the way we protect the confidential information of TEMSAN and also our customers. We make fair and honest agreements with our company’s customers, suppliers, competitors and also with each other. Each of us must make an effort for the following principles:

Honesty

Clause 5. TEMSAN puts righteousness, transparency and honesty in the first place in all of its operations, and expects all the parties it does business with to act in accordance with the same values. TEMSAN never acts, in its business relationships, towards its employees, business partners, suppliers, competitors, the environment, the community and the humanity in a way that damages the mutual trust.

Confidentiality

Clause 6. Confidential information involves any kind of financial, strategic, technical, commercial, specific pieces of information, belonging to the company and its personnel, not known to third parties and potentially harmful to disclose, and the subjects and pieces of information arranged within the scope of confidentiality agreements made particularly with third parties. TEMSAN employees are expected to take care to protect the confidential information. The employees only share this information with relevant persons under determined authorities.

Confidential information is not shared with third parties during employment at and after leaving TEMSAN. The employees have to deliver any kind of documents or electronic copies of documents belonging to TEMSAN that they received during their employment. Our employees who have just joined TEMSAN are not asked to share the confidential information about their previous employers.

Any official declaration is announced by departments determined by TEMSAN. TEMSAN employees are expected to avoid sharing or using for speculative purposes (directly or indirectly) the obtained or owned information with unauthorized persons or in-company or outside-company authorities.

Fair Work Environment

Clause 7. TEMSAN respects the fundamental rights and freedoms of persons wherever it operates. In this way, it does not discriminate under any circumstances with respect to persons’ ethnic origin, gender, race, nationality, economic status, religion and other beliefs. This applies for recruitments, promotions, the work conditions provided, and the relationships with customers, suppliers and partners.

TEMSAN is obliged to warrant respectful, fair, healthy and safe work conditions, and the compliance of its products and services with human health and safety.

Each employee has the right to be treated by their subordinates, superiors and workmates in a fair, polite and respectful way.

Compliance with Laws

Clause 8. TEMSAN is obliged to act in accordance with the laws of the countries where it operates. Our employees are not allowed to act contrary to laws with an idea that it will serve for the company or their personal benefits.

In the event of any legal doubt within the scope of any business, it is presented to the attention of the management.

Human Resources Policy

Clause 9. The policy that “Our biggest capital is our human resource.” has been one of the fundamental principles adopted by TEMSAN since its establishment. In this framework, our fundamental principles consist of;

• Stipulating suitability for a job as the only criterion for recruitment and employment, and providing equal opportunities without discriminating in any way,

• Bringing the most qualified youth and the experienced professionals to our company,

• Providing clean, healthy and safe work conditions for the employees,

• Ensuring that the employees work in a position where they can use their potential, create value, and help reach the Company’s objectives,

• Providing facilities and equal opportunities for training, guidance and development of the employees,

• Ensuring cooperation between the employees,

• Rewarding the success by fair and competitive wage policies, active and objective performance evaluation systems and practices, and

• Sharing the vision, the mission, the objectives and the results of the operations regularly with the employees.

Quality and Continuous Development

Clause 10. It is TEMSAN’s fundamental principle to follow the changing technological developments of the day in order to meet our customers’ needs and expectations with a quality, safe, reliable, low-cost products and modern services and to achieve customer satisfaction in design, manufacture and installation of steel construction.

It is TEMSAN’s fundamental principle of quality to say “NO” when necessary for quality within our trained and qualified employees and our system of quality independent from persons.

We are motivated by an emotion of proud since we have achieved the highest standards and we are the best in this business. With the belief that the passion of learning and growing is the key to perfectness, we take initiatives, and make efforts to continuously develop our quality. For our own objectives, we devoted ourselves to progress with enthusiasm, and in an endless and determined urgency.

Efficient Use of Resources

Clause 11. TEMSAN adopts as its fundamental principle to avoid the wastage of resources in its operations and projects.

Environmental Policy

Clause 12. TEMSAN regards as its environmental policy’s fundamentals that the final product it manufactures within the scope of the activities of design, manufacture and installation of steel constructions is completely recyclable,

• Natural resources are used efficiently,

• Wastes resulting from its operations are diminished and separated in their source, and

• Continuous improvement is important in all its operations.

In the framework of this policy;

• It ensures efficient use of energy for a sustainable environment,

• It raises awareness of its employees, suppliers and subcontractors about protection of the environment,

• It organizes training programs for use of suitable technology for controlling and minimizing of potential environmental impacts, and

• It complies with laws and regulations in order to prevent environmental pollution.

Occupational Health and Safety

Clause 13. All employees are continuously trained and informed for development and continuation of the principles of “Occupational Health and safety”, and they act in accordance with the rules and instructions issued for this purpose, and they take the necessary actions. In this framework;

• At TEMSAN, “No work is as urgent and important as it may jeopardize nobody’s life safety and health.”

• TEMSAN creates measurable objectives by emphasizing, among all work plans, the philosophy of “Zero Accident and Injury” in order to avoid/minimize the occupational accidents and occupational diseases, and it achieves these objectives through efficient monitoring, evaluations and actions.

• TEMSAN aims to plan, continue and complete its operations in full accordance with the national and international legislation, agreements, and the customers’ needs and other requirements within the scope of its operations.

Activities for Public

Clause 14. TEMSAN carries out its relationships with public institutions and organizations in the framework of ethical principles and in accordance with laws and regulations. It is our fundamental duty comply with the legislation of the partner countries, and to manage, record and report all work and accountancy systems in accordance with laws.

Social Responsibility

Clause 15. TEMSAN supports the efforts that improve education by providing opportunities of internship within itself in order to support the efforts that will contribute to economic and social development.

Customer Relations

Clause 16. It is our fundamental principle in our relationships with customers to;

• Create a long-term environment of trust,

• Create value for customers, and best meet their needs and requests,

• Provide quality productions and installations, and follow stable policies,

• Aim to be a preferable company by increasing customer satisfaction,

• Avoid giving customers misleading or incomplete information, and

• Protect the customers’ personal details and confidentiality in accordance with the relevant laws.

Relations with Competitors and Competition

Clause 17. Except as allowed by laws, we avoid under any circumstances acts that aim to prevent or misguide competition, and limit the competitive capacity of competitors or other persons or companies.

We avoid any statement, discussion or methods mentioned above that might be misunderstood or misinterpreted in any organization where the Company is represented outside the company.

Policy of the Internet and Electronic Mail

Clause 18. The internet access and electronic mail system of TEMSAN are property of the company, and TEMSAN has the right to read, track and copy the use of the internet and electronic mails. Employees must only use the internet access and the process of receiving/sending electronic mails for occupational purposes. Employees must sufficiently take care to avoid the disclosure of confidential information and possession of illegal information.

Compliance with Policies of Information Technologies

Clause 19. Employees have to comply with the policies of Information Technologies at all times. The policies are as follows, including but not limited to these:

• Non-use of unlicensed software,

• Non-concession in connection security,

• Non-use and non-download of harmful and illegal websites with adult or gambling & betting content.

Equipment and Installation

Clause 20. Vehicles, machines, installation and office equipment of TEMSAN may not be used for personal purposes.

Intellectual Property Rights

Clause 21. It must be ensured that proceedings have been completed for warranting the intellectual property rights of products, processes and software. Other companies’ patents, copyrights, trade secrets, trademarks, computer programs and other intellectual and industrial property rights may not be used without permission on purpose.

Information Management

Clause 22. It must be ensured that all legal records have been kept. No request by third persons may be responded for confidential information about operations of the company without consent of the top management.

Security and Crisis Management

Clause 23. TEMSAN takes the necessary precautions to protect its employees, information and information systems and administrative facilities from natural disasters. Any personal actions must be taken to avoid robbery and loss of the company’s properties.

Avoidance of Conflicts of Interest

Clause 24. A conflict of interest is defined as a confrontation, which prevents employees from doing their job in an objective way, between an employee’s family, friends, related persons or institutions and the company’s interests. TEMSAN expects its employees to avoid work conditions potentially causing conflicts of interests and immediately inform their manager in case of a potential conflict of interest.

Avoidance of Personal Interest Acts

Clause 25. Employees are obliged to;

• Avoid deriving improper personal benefits or income for third persons, related parties or anyone by using one’s position or the advantage of one’s power,

• Avoid engaging in a conflict of interest for a job assumed,

• Avoid wasting other employees’ time or distracting them during the performance of a job, and circumstances preventing from concentrating on the main job,

• Immediately inform the relevant manager in the event that an employee has a first degree familial relationship with a customer or a supplier in a decision-making position in the same industry, and

• Inform the company in the event that an employee is a shareholder of another company or investment.

Receiving and Giving a Present

Clause 26. When establishing a relationship with persons or institutions with an intention to establish or continue a business relationship with TEMSAN, accepting or offering any present/activity is avoided that might violate the independent thinking and decision-making environment except for the presents and activities subject to business tradition, general culture and habits. The Department of Human Resources is informed about acceptance of presents thought to negatively affect the communication with the relevant party.

Ex-employees Doing Business with TEMSAN

Clause 27. It is a very critical matter requiring attention that might create a negative perception to do business with TEMSAN after leaving the company by personally establishing a company or becoming a partner with another company. It is necessary, before and after such a process, to act in accordance with the Company’s interests, comply with the moral and ethical rules, and not allow for conflicts of interests.

In case of recruitment of an ex-employee, it is required that they must not have been discharged due to violation of the Ethical Code.

Attending Invitations of Representation and Organization

Clause 28. Attending conferences, receptions, promotion events, seminars, sports events, domestic/foreign trips, etc. held by persons or institutions with which the company has or potentially has a business relationship is subject to approval of the Director General.

Information Leakage

Clause 29. Employees are required to avoid transferring any confidential information belonging to TEMSAN to third persons. Violation of this principle by employees shall under any circumstances not bind TEMSAN. Employees shall personally be responsible for their acts contrary to this clause together with all consequences. In addition, any act contrary to this clause shall constitute contradiction against the labour contract, and this kind of behaviour must under any circumstances not be conducted.

Records and Files

Clause 30. TEMSAN’s all resources, properties, obligations and documents are recorded as per the provisions of the relevant legislation and in accordance with the Generally Accepted Accounting Standards. Employees must act in good faith for correct information in their records and documents, in their internal and external relationships, and in use of any communication channel including telephone and electronic communication tools.

Collaboration with Auditors

Clause 31. TEMSAN employees must be in collaboration with internal and external auditors during the inspection of TEMSAN books, records and operations.

 

CHAPTER 3 - RESPONSIBILITIES

Duties of the Ethics Committee

Clause 32.

• Appoints and manages the necessary equipment, training and management system required for establishment of a system for compliance with the ethical code, and assigns, when necessary, a person/persons for these operations.

• Performs the relevant duties for adoption and application of the ethical code across the company.

• Makes regulations for implementation of disciplinary practices in case of violations of the ethical code or forcing of others to violate the rules.

Duties of the Ethics Representative

Clause 33.

• In case of a need to revise the Ethical Code, inform TEMSAN of that following the approval of the Director General,

• Inform employees about the Ethical Code, provide periodical trainings for better understanding of policies and rules, be in continuous communication with employees on this matter,

• Ensure that newly-employed personnel have read this document, and inform them of that subject.

Clause 34. The Ethics Representative conducts his studies in accordance with the below-provided principles:

• Keeps confidential the complaints/notifications and the identification of the complainant,

• Carries out investigations as in confidentiality as possible,

• Due to the probability that a complaint might turn out to be unfounded at the end of an investigation, take any action to protect the personal rights of an investigated employee,

• The Ethics Representative is authorized to directly request information, documents or evidence about an investigation from the relevant department. He may analyse all the information and documents within the limits of investigation,

• Investigation processes are recorded in written. Information, evidence and documents are included in the records,

• Any investigation is urgently handled, and resolved as quickly as possible,

• Recommendations of the Ethics Representative are quickly applied,

• Relevant departments and authorities are informed of the result, and

• The Ethical Representative acts independently without being affected by the organizational hierarchy when performing his duty. There may be no oppression or suggestion in this subject.

Responsibilities of Managers

Clause 35. TEMSAN managers have other responsibilities in addition to the described ones, which are:

• To create and maintain a work environment and a corporate culture supporting the ethical principles,

• To set a model when applying the ethical principles, and to train the personnel on the ethical principles,

• Help employees express their problems and complaints/worries about the ethical principles,

• When consulted about a subject related to the ethical principles, guide and convey, when deemed necessary, the matter to the Directorate of Human Resources, and

• Structure the work processes in a way that minimizes the ethical risks and apply the methods and approaches required to ensure that the ethical principles are complied with.

Employees’ Responsibilities

Clause 36. For continuation of citation of TEMSAN with professionalism, honesty and trust, employees are expected to;

• Comply with laws at all times,

• Conduct their work and procedure within the limits of authorization granted, and apply to their managers for matters beyond their authority,

• Perform their duties in accordance with the fundamental moral and human values,

• Act fairly, in good faith, and sympathetically in all relationships for shared benefit,

• Under any circumstances, avoid undeserved gains, and accepting a bribe from any person or organization, or giving a bribe to any person or organization,

• In all procedures, act in accordance with all of the principles and practices that support the relevant rules of the occupational ethics,

• Avoid any unauthorized behaviour, statement or written declaration binding for the company,

• Avoid acts that might disturb other employees, or do harm to them, or spoil the harmony in the work environment,

• Protect all properties of the Company, including its documentation and information systems, from damage, abuse, theft or sabotage, and

• Avoid using the working hours and the company resources in order to directly or indirectly get a personal gain and/or for any political activity or benefit.

CHAPTER 4 - NON-COMPLIANCE WITH THE ETHICAL CODE

Notification of Violation of the Ethical Code

Clause 37. In the event that employees learn or suspect that the Ethical Code or the laws and legislation binding for the company are violated, they shall notify this to the Ethics Representative through their sequence of supervisors (in the event that the case concerns the immediate supervisor, he shall be skipped).

A notification made in a way that might negatively affect the workplace peace or work relations shall strongly be prevented from being disclosed to 3rd persons. It is not permitted that an employee who refuses to act in a way contrary to the ethical code and makes a notification in good faith be threatened at or outside the workplace, retaliated or damaged in any way. This kind of behaviour is construed as a violation of the ethical code, and the necessary disciplinary punishment is imposed.

It is a very important point that a notifying person does not have intentions such as gossiping about the notified or trying to negatively affect their career. In this respect, confidentiality, objectivity and compliance with the ethical code are extremely critical during the process of notification and investigation. Both the notifying person and the persons who manage the process related to the matter are obliged to attach maximum importance to and take maximum care of this matter.

In case of determination of malicious notifications having the nature of lies and/or slander, it is construed as a violation of the ethical code. Management guarantees in the first place to provide a suitable environment and activity for running of the notification mechanism. Employees are provided awareness in order for them to give their support to the management in ensuring the activity of the notification mechanism.

Ethical Code Violators

Clause 38. Those not complying with the Ethical Code are subject to a disciplinary investigation on a way up to termination of their labour contract. A disciplinary investigation is imposed against both those who do not report a potential violation and initiate the necessary procedure despite being aware of it and those who approve or manage inappropriate behaviour violating the ethical code.

Disciplinary Punishments

Clause 39. The following disciplinary punishments are imposed after violations of the Ethical Code:

In the event that a violation of rule has resulted from inattention or unawareness, a disciplinary punishment is imposed suitable for the impact of the case. In the event that there is an abuse determined to have been engaged in, an application is made for dismissal (subject to the relevant clauses of the labour law) or legal proceedings, if deemed necessary. Previous beneficial acts of a person who has taken an unfair advantage on purpose may not constitute a reason for forgiveness partially or completely.

CHAPTER 5 – MISCELLANEOUS PROVISIONS

Relationship with the Labour Contract

Clause 40. This “Ethical Code” is a part of the Labour Contract.

Effective Date

Clause 41. This code takes effect upon the approval of the Board of Directors on 08/11/2019. Power to amend this code belongs to the Company Management.