Business Ethics Policy

1.    PURPOSE

The purpose of this policy is to describe the ethical principles that must be adopted by the employees of Gürdal Customs Consultancy Ltd. Co.

2.    SCOPE

It covers all employees of Gürdal Customs Consultancy Ltd. Co.

3.    DEFINITIONS AND ABBREVIATIONS:

4.    RESPONSIBLE PARTIES

The Human Resources Directorate, the Ethics Committee, and all personnel are responsible for this procedure.

5.    RULES

5.1. INTRODUCTION

Wherever Gürdal Customs Consultancy Ltd. Co. and its affiliates operate, it is of great importance for every Gürdal Customs employee, including management and senior management, to understand and apply all of these Rules of Business Ethics. The absence of any particular situation or example in the Rules of Business Ethics should not be interpreted to mean that there is no risk in that regard. Although these Rules of Business Ethics may not always be able to address every risk that may arise in all of our operations in a changing world, they are intended to serve as a reliable source for acting ethically, responsibly, and within the legal boundaries of the relevant regions in which Gürdal Customs conducts and will conduct business.

5.2. RULES OF IMPLEMENTATION

5.2.1. HONESTY

Acting honestly and being trustworthy in every task carried out is one of our ethical rules. Gürdal Customs Consultancy Ltd. Co. conducts its business with integrity. We treat our customers fairly and communicate in an open, honest, and non-misleading manner.

5.2.2 CONFIDENTIALITY

Information that is not known by third parties and that could create a competitive disadvantage for the company and/or its stakeholders if disclosed, trade secrets, information relating to employees’ personal rights, and matters covered by a “confidentiality agreement” are defined as “confidential information.” Gürdal Customs Consultancy Ltd. Co. takes care to protect the confidential information of its employees and stakeholders. Our employees may not disclose confidential information for the purpose of obtaining any commercial benefit.

5.2.2.1. Principles of Implementation

• It takes care to protect the personal information of its employees and all stakeholders. Within this scope, all personnel records and all email correspondence made on behalf of the company are stored by the relevant information technologies unit of the group company.
• The employee is personally responsible for maintaining the security of the email address assigned to them for email use. Under no circumstances may an employee allow another person to use their email account.
• Email is an important method of internal and external communication. Emails are records that may only be disclosed if required by legal proceedings; otherwise, they must be kept strictly confidential.
• Employees are responsible for the individual use of the user logins assigned to them for the information systems software developed by the company.
• An employee may not allow any other person to access any system entered with their individual user password using the same username and password; the employee is responsible for the security of the username and password assigned to them.
• Company computers must be used for business purposes.
• Without the prior approval of the employee concerned or management, no employee may search another employee’s workspace and/or computer.
• Information regarding employees’ medical histories is collected and maintained by Gürdal Customs Consultancy Ltd. Co.
• Printed personal health information is either delivered directly to the employee concerned or printed using secure printing tools so that it cannot be seen by a third party.
• Wages/salaries, additional income, and similar personal personnel information reflecting company policy are confidential and may not be disclosed to anyone other than authorized persons. It is prohibited for personnel to disclose such information to others or to pressure other employees to disclose it.
• Information and documents, trade secrets, undisclosed financial and other information, employees’ personal rights information, and confidential information contained in agreements made with third parties, which employees may access or learn due to their position or at the workplace, are evaluated within the framework of protecting confidentiality and trade secrets.
• If employees leave the company for any reason, they may not use any documents, records, or information they possess due to their duties and positions in the future in order to gain an advantage for themselves and/or competitors against the company.

5.2.3. CONFLICT OF INTEREST

As employees of Gürdal Customs Consultancy, we aim to avoid conflicts of interest. By taking advantage of our current position, we do not obtain personal benefit for ourselves, our families, or our relatives from individuals or organizations with whom we have a business relationship. We do not engage in any additional financially motivated business activity outside our company. We avoid using our company’s name and power, or our company identity, for personal gain. In the event of a potential conflict of interest, when we believe that the interests of the relevant parties can be protected safely through legal and ethical means, we apply such methods. In situations where we are uncertain, we consult our Manager, the Human Resources Department, or the Ethics Committee.

5.2.3.1. Principles of Implementation

• Not to obtain unfair benefit for oneself, relatives, or third parties by making use of title and authority,
• To take care, in making personal investments, not to fall into a conflict of interest with the institution currently worked for,
• To ensure that personal investments or any pursuits outside business activities do not hinder the performance of one’s duties in the current company in terms of time and attention, and to avoid such situations that prevent focus on core responsibilities.
• To inform the immediate superior if persons who are first-degree relatives hold primary decision-making positions in the same business matter at a company where the employee and the customer or supplier are involved.
• To inform the immediate superior if it is learned that relatives have shares or a financial interest in another company with which there is a commercial relationship.

5.2.3.2. Abuse of Duty

It is unacceptable for employees to use their authority for their own benefit and/or the benefit of their relatives, and outside the care expected from them, in a way that harms the company. Employees may not directly or indirectly obtain personal gain from all transactions and contracts to which the company is a party, including its purchasing and sales activities.

5.2.3.3. Use of Resources

In the use of resources on behalf of the company, the interests of the company shall be taken into consideration.  Company assets, opportunities, and personnel may not be used outside the company, under any name and for or on behalf of any person, without serving the company’s interests. The principle of “saving in every matter” is applied by all personnel. The proper use of resources for the benefit of the company also requires the proper use of time. During working hours, company employees use their time efficiently and do not allocate working hours to personal matters. Managers may not assign employees to personal tasks. As a principle, private visitors should not be received during working hours. For essential visitors, employees must ensure that meetings are completed within a reasonable time related to the subject of the visit and without disrupting workflow.

5.2.3.4. Relations with Other Persons and Organizations with Whom the Company Has Commercial Relations

No private business relationship may be entered into with the company’s customers, subcontractors, suppliers, or other persons and/or organizations with whom the company has a commercial relationship; no money and/or goods/services may be borrowed for personal purposes; and no money and/or goods/services may be lent to other persons and/or organizations with whom the company has a commercial relationship.

In relations with customers, even for the benefit of the customer, no action may be taken without the customer’s knowledge; customer vulnerabilities may not be exploited; and profit may not be sought by giving incomplete or false information to the customer.

Company personnel may not request or imply gifts from other persons and/or organizations with whom the company has a commercial relationship; nor may they accept any gift, money, check, property, free vacation, special discounts, etc. that would place the company under obligation. No personal aid or donations may be accepted from any person or organization having a business relationship with the company. The Gift Acceptance and Giving Policy applies in this regard.

5.2.3.5. Relations with the Media

In communications and posts on social media channels not provided or controlled by Gürdal Customs Consultancy Ltd. Co., in public forums, personal blogs, social media accounts, on the web, and on all platforms including mobile applications, the company culture shall be respected and appropriate conduct shall be maintained.

5.2.3.6. Representing the Company

Any fees received due to duties performed on behalf of the company in any association, employers’ union, or similar non-governmental organization shall be donated to the relevant institution or through the channels designated by that institution. Payments made by third parties to a company employee as seminar speaker fees or for similar services shall likewise be donated to the relevant institution or the channels designated by the institution. Such persons may receive commemorative items of symbolic value, such as awards or plaques, as mementos of the day instead of money.

5.2.4. ESTABLISHMENT AND MAINTENANCE OF A FAIR WORKING ENVIRONMENT

Gürdal Customs Consultancy Ltd. Co. and Group Companies regard the establishment and maintenance of a fair working environment for employees as one of their highest priorities. The aim is to create a fair, employee-respectful, healthy, and safe working environment in compliance with all relevant laws and regulations, and to increase employees’ success, development, and commitment. The principles of implementation below set out the basic principles for the establishment and maintenance of a fair working environment.

5.2.4.1. Principles of Implementation

Company practices comply with all applicable laws and regulations in force regarding employment and working life. Company employees also fulfill all legal requirements within the scope of their activities and act in accordance with legal regulations.

• Ensures compliance with all company and project safety policies, procedures, rules, and instructions.
• Ensures the use of personal protective equipment when required or requested.
• Ensures familiarity with written instructions regarding workplace emergency procedures.
• Ensures that one is not under the influence of alcohol, drugs, or substances (non-prescribed or unlawful medication).
• Ensures that alcohol or any type of narcotic substance is not consumed while working, except in work-related and permitted circumstances.
• All unsafe working conditions, near-misses or prevented/actual accidents, injuries, or illnesses must be reported in a timely manner to the relevant manager or supervisor.
• Must know all environmental procedures and regulations and ensure that their work complies with current standards,
• The human resources policies and practices of Gürdal Customs Consultancy Ltd. Co. ensure fairness in recruitment, promotion, rotation, remuneration, rewards, social benefits, and all other practices.
• Discrimination among employees within the institution based on language, race, color, gender, political opinion, belief, religion, sect, age, physical disability, and similar reasons is unacceptable.
• A positive and harmonious working environment that supports cooperation within the company is created, conflict environments are prevented, and people with different beliefs, thoughts, and opinions are enabled to work together harmoniously.
• Employees’ private lives and personal spaces are respected.
• In addition to all personal inviolability rights of employees, their physical, sexual, and emotional integrity is also protected.

5.2.5. ACCEPTING AND GIVING GIFTS

It is essential that Gürdal Customs Consultancy employees do not accept gifts or benefits that may affect their impartiality, decisions, and behavior, and that they do not attempt to provide gifts or benefits to third persons and organizations that may create such effects.

5.2.5.1. Principles of Implementation

Company employees may not accept any benefit or gift, whether or not it has economic value, that affects or is likely to affect their impartiality, performance, or decision-making while performing their duties.

Gifts or benefits that are directly or implicitly tied to some form of consideration may not be accepted.

• Receiving, giving, or offering bribes and/or commissions is unacceptable under any circumstances.
• Company employees may not accept money, whether gratuitous or in the nature of a loan, from subcontractors, suppliers, consultants, competitors, or customers, nor may they have travel expenses, event expenses, and similar payments covered by them.
• The types of gifts and promotional materials that may be given by the company to customers, dealers, and other third parties with whom it has a business relationship are approved by company management. No additional permission is required for the distribution of approved gifts and promotional materials.
• In exceptional cases where local cultural values require mutual gift-giving beyond the values set out in company policy, such gifts may only be accepted on behalf of the company and with the approval of company management.

5.2.6. OUR RESPONSIBILITIES

In addition to our legal responsibilities, we take care to fulfill the responsibilities listed below toward our customers, colleagues, shareholders, suppliers and business partners, competitors, society, humanity, and on behalf of Gürdal Customs.

5.2.6.1. Our Legal Responsibilities

We conduct all our current activities and transactions, both domestically and internationally, within the framework of the laws of the Republic of Türkiye and international law, and we submit accurate, complete, and understandable information to regulatory institutions and organizations in a timely manner. While carrying out all our activities and transactions, we remain equally distant from all public institutions and organizations, administrative bodies, non-governmental organizations, and political parties without any expectation of benefit, and we fulfill our obligations with this sense of responsibility.

5.2.6.2. Our Responsibilities Toward Our Customers

We work with a proactive approach focused on customer satisfaction, responding to our customers’ needs and requests as quickly and accurately as possible. We provide our services on time and under the conditions we have promised, and we approach our customers within the framework of respect, dignity, fairness, equality, and courtesy.

5.2.6.3. Our Responsibilities Toward Employees

We ensure that employees’ personal rights are exercised fully and correctly. We treat employees honestly and fairly and commit to providing a non-discriminatory, safe, and healthy working environment. We make the necessary effort for the individual development of our employees, support them in volunteering for appropriate social and community activities in line with a sense of social responsibility, and observe the balance between business life and private life.

5.2.6.4. Our Responsibilities Toward Our Partners

By prioritizing the continuity of the company and in line with the goal of creating value for our partners, we avoid taking unnecessary or unmanageable risks and aim for sustainable profitability. We act within the framework of financial discipline and accountability, and manage our company’s resources and assets as well as our working time with awareness of efficiency and savings. We take care to increase our competitiveness and invest in areas with growth potential that will provide the highest return on allocated resources. In our public disclosures and to our shareholders, we provide timely, accurate, complete, and understandable information regarding our financial statements, strategies, investments, and risk profile.

5.2.6.5. Our Responsibilities Toward Suppliers / Business Partners

We act fairly and respectfully, as expected from a good customer, and show the necessary care to fulfill our obligations on time. We carefully protect the confidential information of the persons and organizations we do business with, as well as that of our business partners.

5.2.6.6. Our Responsibilities Toward Competitors

We compete effectively only in areas that are lawful and ethical, and we avoid unfair competition. We support efforts aimed at ensuring the intended competitive structure in society.

5.2.6.7. Our Responsibilities Toward Society and Humanity

The protection of democracy, human rights, and the environment; education and charitable works; and the elimination of crime and corruption are very important to us. With the awareness of being a good citizen, we act sensitively and proactively in social matters; we strive to take part in non-governmental organizations, public benefit services, and appropriate activities on these issues. We act with sensitivity toward the traditions and cultures of Türkiye and the countries where we conduct international projects. We do not give or accept bribes or gifts and similar products and services of excessive value.

5.2.6.8. Responsibilities of Employees

The relevant policies and procedures define in detail the ethical rules regarding how we should behave and how we should do our work. Compliance with these rules is the primary responsibility of all employees. Accordingly, all employees of the GGM Community have the responsibility to:

• Act in compliance with laws and regulations under all circumstances,
• Read the GGM Rules of Business Ethics, know, understand, internalize, and act in accordance with the rules, principles, and values contained therein,
• Learn the general policies and procedures applicable to the company and those related to their work,
• Consult their manager, human resources, or the Ethics Committee regarding potential violations concerning themselves or others,
• Promptly report their own or others’ potential violations; and communicate such notifications, with or without name, in writing or verbally to their manager, human resources, and/or the Ethics Committee, to the extent possible based on reliable sources, information, and documents,
• Follow the “Path and Methods to Be Followed When Making Ethical Decisions,” defined to assist in acting in accordance with the rules and resolving problems,
• Cooperate with the Ethics Committee in ethical investigations and keep information regarding the investigation confidential

They bear this responsibility.

5.2.6.9. Responsibilities of Managers

GGM managers have additional responsibilities beyond those defined for employees within the framework of ethical procedures. Accordingly, managers are responsible for:

• Ensuring the establishment and maintenance of a company culture and working environment that supports ethical rules,
• Setting an example through their behavior in implementing ethical rules and training employees on ethical rules,
• Supporting employees in communicating their questions, complaints, and notifications regarding ethical rules,
• Providing guidance on what should be done when consulted, considering all notifications communicated to them, and forwarding them to the Ethics Committee as soon as possible when deemed necessary,
• Ensuring that the business processes under their responsibility are structured so as to minimize risks related to ethical issues and implementing the necessary methods and approaches to ensure compliance with ethical rules

They are responsible.

5.2.7. ETHICS COMMITTEE

The Ethics Committee, operating under the General Manager, has been established to resolve conflicts of interest within the scope of the Rules of Business Ethics, evaluate reports submitted to it concerning alleged violations of ethical rules, and provide recommendations to the management of Group Companies regarding the path, methods, and practices to be followed in cases of ethical rule violations. The Ethics Committee consists of the following persons:

• General Manager
• Deputy General Manager Responsible for Customs Operations
• Deputy General Manager Responsible for Financial and Administrative Affairs
• Human Resources Manager
• Operations Director

5.2.7.1. Working Principles of the Ethics Committee

The Ethics Committee conducts its work within the framework of the principles set out below:

• It keeps reports and complaints, and the identity of those making such reports or complaints, confidential.
• Anyone who makes a report to the Ethics Committee is under the protection of the Ethics Committee because of that report, and no pressure, discrimination, mobbing, or similar behavior may be directed at them.
• The Ethics Committee conducts the investigation as confidentially as possible.
• It has the authority to request information, documents, and evidence related to the investigation directly from the relevant unit. It may examine all such information and documents only to the extent limited to the subject of the investigation.
• The investigation process is documented in writing from the outset. Information, evidence, and documents are attached to the record.
• The record is signed by the members of the Ethics Committee.
• The investigation is handled urgently and a conclusion is reached as quickly as possible.
• The decisions taken by the Committee are implemented immediately.
• The relevant departments and authorities are informed of the outcome.
• While performing their duties on this matter, the chairperson and members of the Committee act independently and without influence from the managers of the departments to which they are affiliated and from the hierarchy within the organization. No pressure or suggestion may be made to them on the matter.
• If deemed necessary, the Committee may seek expert opinion and may benefit from experts during the investigation by taking measures that do not violate the principles of confidentiality.

5.2.7.2. Reporting and Resolution of Non-Compliance to the Ethics Committee

If employees learn that the Company Rules of Business Ethics or the legal regulations to which the Company is subject have been violated, they are obliged to report this first to their direct managers; if the matter concerns the direct manager, then to the Company Ethics Committee, the Company Ethics Reporting Line, and/or the General Manager of the company.

Notifications made to the company are concluded and resolved in accordance with the company’s internal functioning and procedures. The company informs the Company Ethics Committee and seeks its opinion on important matters and other cases it deems necessary. If the Company Ethics Committee deems it necessary, it may directly conduct the review process itself. Those who violate the Rules of Business Ethics or company policies and procedures shall be subject to various disciplinary sanctions, which may extend to requesting their resignation if necessary.

Disciplinary sanctions shall also be applied to persons who approve, direct, or are aware of improper behavior and acts causing violations of the rules and who fail to make the necessary report appropriately. Likewise, no tolerance is shown toward those who behave negatively toward persons who make any complaint or report, or who assist during an investigation.

Deliberate notifications that are false and/or defamatory are interpreted as violations of ethical rules. The company or employee subjected to falsehood or defamation may pursue separate legal remedies against those making such notifications within the scope of the Turkish Penal Code, the Labor Law, the Code of Obligations, and other relevant legislation.