Code of Ethics Policy

Code of Ethics Policy

1. PURPOSE  

Being among the leading companies in its sector and operating in many parts of Turkey and the world OMSAN Lojistik A.Ş. and all group companies (“OMSAN”) aim to consolidate their leading role in the sector through the principles of business ethics set out in this document and to continuously improve the quality service they provide.

OMSAN Business Ethics Principles have been prepared in accordance with the principles set out in the United Nations Global Compact, the OECD (Organization for Economic Development and Cooperation) Guide to Multinational Companies and the Universal Declaration of Human Rights, as well as local and international laws in the countries where it operates.

2. SCOPE OF IMPLEMENTATION

This work with a guideline nature, prepared taking into account OMSAN traditions and national and international practices and contains ethical principles that all OMSAN employees and stakeholders are expected to adhere to.

In addition to the Principles of Business Ethics, every policy, procedure and additional resource prepared as a resource for employees in the company should be taken into account as a whole and as a complementary element of the other items. In order to obtain more detailed information, OMSAN employees are expected to review these documents and consult with the OMSAN Ethics and Disciplinary Board and relevant department officers about issues they are not sure about.

3. DEFINITIONS AND ABBREVIATIONS

FCPA: United States Law on the Prevention of Bribery and Corrupt Practices in Foreign Countries

UKBA: UK Bribery Crime Law

4. RESPONSIBILITIES 

All departments of OMSAN are responsible for the implementation and updating of this work, and if necessary, the Human Resources, Legal and Internal Audit departments or our Ethics Line, which is open to all our employees, should be contacted.

5. IMPLEMENTATION

5.1. Values  

The main core values of OMSAN consist of adherence to principles, honesty, reliability and reputation, while the core values constitute a guide to the principles of business ethics, the principles of business ethics are aimed at preserving the values and helping to pass them on to future generations. 

The basic values and business ethics principles of OMSAN are a whole. OMSAN has carried out its activities in line with these basic values since its establishment and has taken it as its mission to ensure development without compromising these values under any circumstances. Therefore, it is expected that each employee will adopt and support OMSAN values.

5.2. Responsibilities to Stakeholders

5.2.1. Responsibilities to Employees

OMSAN undertakes the task of creating a safe and healthy working environment for employees, but always takes a fair and honest approach to them. Starting from the recruitment process Omsan acts in accordance with the principle of equality with employees, without making any distinctions on issues such as appointment, promotion, rotation and remuneration. Moreover, Omsan makes the necessary efforts for the individual development of employees by supporting their internal and/or external development opportunities. OMSAN is guided by the principles of the United Nations Global Compact, which was created to encourage businesses to carry out their responsibilities with an awareness of social responsibility and create policies based on the principle of sustainability. In this direction, it protects the rights of employees, adopts the principle of recruitment based on business needs and individual competencies. Omsan evaluates each individual objectively without discriminatory classifications such as race, religion, nationality, gender, marital status and offers equal opportunities to employees according to their abilities and experiences.

5.2.2. Responsibilities to Customers

OMSAN focuses on fulfillment of its obligations to its customers and aims to build relationships based on respect and trust within the framework of the principle of equality consider the rules of politeness in communication and show the highest attention to not involved in issues that will create a discussion on religious, political and social factors.

The seriousness in storing the information belonging to OMSAN is also applied to information received from customers and in order to meet the expectations of customers, Omsan aims to improve the quality of the service to be provided in the future by evaluating all kinds of feedback and complaints from them.

5.2.3. Responsibilities to Suppliers  

OMSAN aims to be a profitable and efficient company by taking into account the interests of stakeholders in relations with its suppliers. Omsan selects its suppliers in accordance with transparently defined policies and objective criteria, prioritizes fairness and respect in relations with all suppliers and pays due attention to their commercial confidentiality.

5.2.4. Responsibilities to Competitors

OMSAN believes that competition will improve the quality of service, in this context, Omsan competes within the framework of existing laws and ethical principles and certainly does not become a party to unfair competition.

5.2.5. Our Legal Responsibilities

Omsan complies with the rules of law in all areas in which it operates, and shares accurate and complete information in reporting and informing the relevant government agencies and organizations.

5.2.6. Responsibilities to the State and Public Organizations

OMSAN acts with the awareness that the interests of the state are above its own interests and unconditionally complies with all laws and regulations in Turkey and other countries where it operates in order to fully fulfill its responsibilities to the state.

5.2.7. Environmental Responsibilities

OMSAN carries out its activities by showing the highest attention to the environment and observing the principles of sustainability. Omsan supports the effective use of natural resources within the framework of the principle of sustainability, adopts the ISO 14001 Environmental Management System and encourages its employees to be conscious consumer individuals.

5.3. Compliance with the Law and Related Regulations

5.3.1. Competition (Antitrust) Law

OMSAN conducts its activities in accordance with competition laws and regulations and expects all its employees and business partners to comply with competition laws in all countries where it operates. In case of lack of information about competition or doubt in practice, the relevant unit manager, OMSAN Human Resources, Legal Consultancy or Internal Audit should be consulted; the Ethics and Disciplinary Committee should be informed and/or notified via the Ethics Line.

Question: You will be attending a meeting with OMSAN suppliers on behalf of OMSAN. What should you pay attention to when sharing any company information at this meeting?

Answer: During the meetings held between OMSAN employees and suppliers or customers, information that may be doubtful from the point of view of competition law should be avoided. For example, supplier/customer prices and data, company plans for the future and commercial policies are included in such confidential information.

5.3.2. Prevention of Illegal Income and Financing

In order to avoid illegal sources of financing, OMSAN does not accept cash payments made by handover and is sensitive to combating payments that do not comply with the legislation. In addition, Omsan conducts an evaluation process to its customers and suppliers before starting any business relationship and takes care not to cooperate with parties that will not comply with OMSAN values by identifying the current risks of the companies with which it will enter into commercial relations in this process. Omsan performs its payment obligations in accordance with the relevant legislation and OMSAN policies and procedures in Turkey and other countries where it operates.

5.3.3. Combating Bribery and Corruption

The concept of corruption is defined as the abuse of authority held by virtue of position in order to gain earning, while the concept of bribery includes all kinds of benefits that a person provides to a public official and/or any intermediary to perform a task for his own benefit. Corruption and bribery crimes include many benefit operations such as commissions, embezzlement, facilitation payments, but payments include not only cash, but also payments on goods or services of any material value, such as the promise of promotion, commissions, expensive gift purchases, and living expenses.

OMSAN opposes the receipt and/or giving of all kinds of corruption and bribes while continuing its activities and acts in parallel with national and international practices aimed at preventing such violations. In this context, all activities with stakeholders are carried out in accordance with the laws and business ethics principles with a transparent, fair and honest approach.

OMSAN does not make any payments and does not give gifts to any public officials, persons acting on behalf of joint stock companies, cooperatives and associations, or to any persons, institutions and organizations directly or indirectly, the purpose and reason of which cannot be disclosed under the law, while carrying out its activities.

Question: A consultant with whom you are in a business relationship stated that it would be advantageous for OMSAN to present various gifts to customs officials at certain periods. He also recommended that you add these gifts to the consultant’s service bill instead of OMSAN financial records. What should you do in the face of such a situation?

Answer: Such gifts are contrary to the Principles of OMSAN Business Ethics. If you encounter such an offer, you should immediately inform the OMSAN Ethics and Disciplinary Committee. Supporting illegal activities of third parties and/or giving gifts to a third party with the expectation of reciprocity reduces you to a criminal position. In addition, it is our legal responsibility to ensure that all expenses are accurately, fully and completely included in OMSAN’s financial records. It is essential that our employees know their legal obligations.

5.3.4. International Sanctions, Embargo and Trade Restrictions

OMSAN takes all necessary measures to comply with all local and international legal regulations related to international sanctions, embargoes and trade restrictions in the countries where it operates, and follows up with changing legislation.

5.4. Working Environment

5.4.1. Safety

OMSAN takes all necessary measures to ensure a safe business environment for its employees, stakeholders, customers and visitors and ensures no cases that may reduce the productivity of employees and undermine their confidence are prevented through risk analysis, training and notifications.

5.4.2. Equality and Justice

For OMSAN, the motivation of its employees, their loyalty to their jobs and their professional development are among its main goals. Omsan does not tolerate attitudes and behaviors that allow employees to be exposed to approaches that are contrary to ethical and moral values and attaches importance to ensuring fair working conditions.

In this context, through training and in-house notifications, OMSAN encourages compliance with the principles of business ethics and communication of employees with each other, affiliates, suppliers and customers within the framework of respect and fairness. Omsan selects all its employees according to the qualifications of the position and does not allow its employees to use differences such as religion, language, race, sect, and political opinion, and age, gender to discriminate against each other, subordinates and superiors. Omsan does not tolerate its employees to act against honest working environment and behavior in violation of human rights based on the advantages provided by their positions.

5.4.3. Protection of Employees’ Personality Rights

Çalışanların, herhangi bir baskı veya sindirici muameleye maruz kalmadan görev ve sorumluluklarını yerine getirebilecekleri, özgür iradeleri doğrultusunda kararlar verebilecekleri çalışma koşullarına sahip olmaları en temel haklarıdır. OMSAN, çalışanlarının kişilik haklarının korunması hususunda azami hassasiyet gösterir ve çalışanlarına bireysel haklarından taviz vermeyecekleri koşulları sağlamayı sorumluluk olarak benimser.

5.4.4. Compliance with Labor Legislation and Universal Regulations

OMSAN complies with all the laws governing labor legislation and the International Labor Organization (ILO), the Universal Declaration of Human Rights and the United Nations Global Compact, and takes into account the relevant laws when determining all business partners.

5.5. Accuracy of Records and Reports

OMSAN takes care that the accounting records are made in a correct, clear and complete and in a timely manner in accordance with the principle of periodicity, avoids operation that may cause any doubts. In the creation, storage and destruction of reports and documents prepared in this process, OMSAN Lojistik guides the Physical Archive Procedure and complies with the relevant laws. Omsan takes the necessary measures to regulate the expenses of its employees, which they perform as a requirement of their duties, in accordance with accounting standards.

Omsan attaches importance to the timely delivery of information, documents and records requested by the competent authorities in an accurate and complete form, adopts the principle of transparency in the information disclosed to the competent authorities and the public.

5.6. Conflict Of Interest

A conflict of interest covers situations that will create an obstacle or cause a perception that it creates an obstacle to the performance of duties and responsibilities in a way that is fair and beneficial to OMSAN.

Examples of conflicts of interest are given below;

  • Providing benefits to himself, relatives or third parties, 
  • Granting privileges to a person and employment of this person,
  • Accepting expensive gifts from employees, suppliers and other third parties or giving expensive gifts to the parties involved, 
  • Representation or hospitality in a way that will provide advantages or privileges to people, companies or institutions or create this perception, 
  • Donations, assistance and sponsorships that cannot be perceived through a business relationship and not made with transparency, 
  • Engaging in political activities,
  • Exhibiting suspicious behavior in the matters of buying and selling company shares, pursuing personal interests other than commercial interests,
  • Working for another company in the same sector or holding a share, 
  • When first-degree relatives of Omsan employees hold a decision-making position in OMSAN’s suppliers,
  • Taking on an important role, even for a certain and limited time, in another company that is in a commercial relationship,
  • To engage in additional work that will affect the working hours or productivity of OMSAN

OMSAN avoids all situations that may cause a conflict of interest and takes the necessary actions to prevent conflicts of interest. For more detailed information and guidance on this issue, the Internal Audit Department can be contacted. 

Question: Your cousin has been looking for a job for months. An OMSAN supplier has offered your cousin a job. You have the right to accept or reject the contracts concluded by this supplier with OMSAN. What should you do in this case?

Answer: In order to prevent a possible conflict of interest, you should not take action on supplier-related issues without consulting your managers and giving the necessary guidance by your managers and inform the OMSAN Ethics and Disciplinary Committee about the issue. 

5.6.1. Receiving and Giving Gifts

The concept of a gift is perceived in different ways in different cultures, but in a general framework, it refers to all kinds of goods and benefits that have material value given/received by the parties concerned on behalf of a person, institution or department. OMSAN accepts only gifts that have a symbolic value, which will not cause any doubts. For example, products with the logo of companies and products presented as part of the culture are among the gifts that can be considered symbolic.

In addition, unless the gifts or discounts offered by customers as a thanking for the service provided do not affect the way they do business, it can be accepted by informing managers. Omsan does not receive or give gifts worth cash and cash value that are inexplicable, that may affect the way Omsan does business and/or its decision-making authority and impartiality, or that are worth cash and cash value. Omsan does not enter into a debt-receivable relationship with stakeholders in any way. If there is a suspicion that such situations have occurred, the managers and the OMSAN Ethics and Disciplinary Committee must be informed immediately.

In addition to receiving gifts in business life, the issue of gift giving is also an important part of the conflict of interest. For this reason, business gifts or promotional products can be given as part of the courtesy, but a gift to be given should not be personalized and not expensive, it shouldn’t have provide, shouldn’t affect decision-making ability and gift should be proportional to the title and employment relationship of employee and attention must be paid to the compliance of OMSAN with the Procedure for Representation and Hospitality Costs.

OMSAN approaches the issue of giving gifts to government officials with sensitivity and pays attention to the fact that the gifts given comply with all laws and regulations in Turkey and other countries where it operates, as well as employer/ government agency guidelines. When giving gifts to government officials, Omsan makes sure that the gift given reflects traditional values in the country where it operates and in the company’s culture, and that it corresponds to the current situation. Omsan also pays attention to the fact that gifts are the kind that can be used for official purposes, rather than being gifts that government officials can use for personal purposes.

In the case of gifts whose compliance with legal regulations and OMSAN policies is in doubt, managers or the Ethics and Disciplinary Committee should be consulted before taking an action. OMSAN rejects all kinds of gifts, benefits, special discounts and benefits that do not comply with its policies in accordance with the principles of business ethics, even if they are offered in good faith. Bribes, commissions and other legal regulations are not offered, received and/or given under any circumstances that is considered to be not in accordance with the interests are not offered under any circumstances.

At a minimum, the following points are taken into account when getting and giving gifts;

  • It is important to remember that the purchase of gifts is carried out without the establishment of a business relationship or before the period immediately preceding the making important decisions (tender, etc.).
  • We make sure that getting gifts does not affect our relations with third parties and does not put OMSAN in an advantageous position or create this perception.
  • It is ensured that the gift exchange does not affect the impartiality of OMSAN.
  • Managers are informed when a gift is received and given. 

Question: A customer sends 8 kg of a local pastry to one of our sales department employees to thank them.  Believing that the gift was sent without any expectation of response, as soon as the pastry reaches him, the employee informs the department manager and shares the gift with all his teammates. Is it wrong in this case that the employee accepted the gift?

Answer: The regional food in this scenario is acceptable because it is in the category of gifts given depending on customs, traditions and business culture, it is not given for the purpose of influencing the way of doing business and it is shared with other employees instead of personal interests. An important issue that should be considered when accepting such gifts is that there should be no regular continuity of the gift. If it continues, it should be politely declined, as this may cause a perception of self-interest. 

Question: Is it appropriate for an employee who was given an expensive watch by an existing supplier of OMSAN to accept this gift?

Answer: Acceptance of such gifts with high material value should not be accepted because it may affect or cause a perception that it affects a person’s decision-making authority. In addition, the negative effects of such gifts may not be limited to the individual, but may lead to damage to OMSAN’s reputation in terms of business ethics.

5.6.2. Representation and Hospitality

In accordance with the Representation and Hospitality Expenses Procedure, OMSAN may engage in representation and hospitality activities in order to consolidate existing business relationships or to evaluate possible business opportunities in a way that does not cause any conflict of interest and does not provide advantageous conditions.

Question: During a business event that you attended, you met with the sales manager of a company with which you would like to establish a new business relationship. You want to take the sales manager to dinner with your teammate to discuss potential job opportunities after the event. Your teammate said that instead of a modest meal, taking the sales manager to an entertainment venue that serves alcohol and which may cause the perception that hosting is not work-related will help you build a relationship. What would you do on the advice of your teammate?  Answer: In order to establish a business relationship, you should avoid extremism when representing and hosting and not cause any action that will put OMSAN in a difficult situation, you should make sure that you read OMSAN’s Representation and Hospitality Expenses Procedure before engaging in any representation or hospitality activities and consult the OMSAN Ethics and Disciplinary Committee with any possible questions.

5.6.3. Donations, Assistance and Sponsorships

OMSAN may make donations and assistance or offer sponsorship support in accordance with the principle of transparency, without waiting for an interest in return, in a way that cannot damage its reputation and with the prior approval of senior managers. Every donation and sponsorship made is transparently recorded and documented.

5.6.4. Employment Outside the Company

OMSAN employees avoid other activities that require time, dedication and energy to prevent them from fulfilling their duties and responsibilities. Without OMSAN’s written approval, employees cannot work or perform consultancy at another workplace and engage in any activity that may cause a conflict of interest.

5.6.5. Trading Based on Insider Information

Employees avoid sharing commercial, financial, legal etc. information that has not yet been publicly disclosed by OMSAN for the purpose of providing benefits to themselves or third parties with other parties and performing insider trading. In this direction, OMSAN employees act in accordance with the laws and regulations with the awareness that these activities have serious criminal sanctions.

5.7. Information Confidentiality

It is the joint responsibility of OMSAN and its employees to use the information that is one of the most valuable assets of the companies effectively, to share it correctly and to ensure the confidentiality, integrity and accessibility of the information in this process. OMSAN pays maximum attention to the protection of the confidential information of its employees, customers, suppliers and other stakeholders, and allows this information to be used only in accordance with legal regulations and business ethics principles. ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎

In matters of information privacy, integrity and availability, OMSAN acts in accordance with the Information Security Policy and procedures.

Question: A friend of yours who works in another industry requested to find out about OMSAN’s logistics plans and information that is not open to the public about possible business relationships. You think that your friend is asking for a chat without any bad intentions and may keep a secret. Can you share information with this perspective?

Answer: Although it is an expected behavior for your close friends or relatives to be curious about your business life and ask detailed questions, you should not share OMSAN’s confidential information under any circumstances. Confidential information may only be shared with third parties subject to a confidentiality agreement and authorities authorized by law who have the right to be informed due to their work.

5.8. Protection of Company Assets

To evaluate all resources efficiently, to use them only for the purpose of carrying out their activities and within the limits allowed by the management, is one of the basic principles of OMSAN employees.

In line with this;

  • All expenses are carried out in accordance with the rules and limits related to the Representation and Hospitality Expenses Procedure and other OMSAN expense statements.
  • Omsan does not use all physical and electronic assets except for its purpose, and its behavior that will damage OMSAN assets is avoided.
  • The use of OMSAN resources, brand and logo for inappropriate purposes and situations that may adversely affect the image are not allowed.
  • Information technologies and communication devices (computer, company phones, corporate email accounts, Internet, etc.) are used in accordance with its intended purpose, it is considered that they can be examined if necessary.
  • If information technologies and communication devices are lost or stolen, managers will be informed about it immediately.
  • Only secure network connections are used when the internet is needed when you are out of the office.
  • Being aware that the passwords of the established information technology devices are personal and private, passwords are not shared with third parties.
  • No information technology devices whose source is not verified or unknown are used.
  • When a new product is created or existing products are developed, the necessary records are kept and reported in order to protect intellectual property.

5.9. Violation Notices

Employees and all parties involved in business relations are obliged to comply with the principles of business ethics. In case of violation of these principles, the processes detailed in the OMSAN Disciplinary Procedure are applied.

In this context, all employees and business partners must;

  • accept the ethical principles and to comply with these rules,
  • Strive for colleagues and parties to the business relationship to comply with ethical principles,
  • Report issues and situations in which ethical principles have been violated to the managers, the Ethics Office or the Ethics and Disciplinary Committee.

All employees and stakeholders can report unethical situations to the Omsan Ethics Hotline, which is managed independently. OMSAN protects those who submit notifications from unfair or hostile attitudes and behaviors that they may encounter due to their notifications and undertakes that these people will continue to work in a safe working environment.

In this context, investigations are carried out urgently within the confidentiality rules, evaluations are carried out with proven evidence regardless of the hierarchy and conflict of interest within OMSAN. On the other hand, in cases where it is understood that deliberately unfounded and unjustified notifications have been made, the provisions of OMSAN Disciplinary Procedures may be applied to the persons who have made the notifications.

Question: You think that an operation that your manager has asked you to do is contrary to local legislation. You have shared this concern with your administrator, but your administrator insists that you take the action regardless of your explanation. If you report the situation, you are worried that your manager will find out and retaliate. What you should do.

Answer: If you think that a job you are asked to do is in conflict with the law, you should share this situation with the competent authorities of OMSAN through the OMSAN Ethics and Disciplinary Board or the Ethics Line. It is the responsibility of OMSAN Ethics and Disciplinary Committee not to share notifications made in good faith with unauthorized persons and to protect notification holders from any kind of retaliation. However, if you are afraid of encountering any negative reaction to your notification if you share your identity, you can submit an anonymous notification to the Ethics Hotline, which we provide to our employees through an outside independent company.

5.10. Ethics and Disciplinary Committee

The Ethics and Disciplinary Committee is responsible for updating, publishing, ensuring the viability of OMSAN Business Ethics Principles, conducting works on the adoption of a business ethics culture within OMSAN, and conducting disciplinary activities. 

The Ethics and Disciplinary Committee evaluates all kinds of notifications and information received by it through the Ethics Line and other communication channels independently, and as a result of their review, it may decide to give the employee a penalty in accordance with the disciplinary procedure or to take other necessary measures.

The Ethics and Disciplinary Committee holds regular meetings every 6 months in case of an extraordinary situation. The Board reserves the right to hold meetings in case of emergency or extraordinary circumstances and other situations deemed necessary. The Ethics and Disciplinary Committee is composed of the top managers of the Legal Consultancy, Human Resources and Internal Audit Directorates and the General Manager.

6. DOCUMENTATION 

The records generated by the application of the procedure are stored by the relevant directorates in accordance with the Records Control Procedure.

7. RELATED DOCUMENTS

Procedure for the Costs of Representation and Hospitality
Ethics and Disciplinary Committee Procedure
OMSAN Disciplinary Procedure
Physical Archive Procedure

8. REVISIONS

Revision NoRevision Date / Control DateDetails of the Control / Revision Made