MBIS Anti-Bribery and Anti-Corruption Policy

1.PURPOSE

The purpose of this Anti-Bribery and Anti-Corruption Policy, which has been developed as a component of the ethical principles and sustainability goals of MBIS, is to reveal the commitments of MBIS to prevent bribery and corruption in all activities of MBIS in accordance with the relevant national and international legislative regulations and the ethical values of MBIS, to provide the necessary information, to determine the respective responsibilities and rules, and to share these with all stakeholders.

2.SCOPE

This Policy covers, firstly the shareholders of MBIS, all MBIS employees including the Board Members and the senior executives, subcontractors/suppliers serving MBIS, and companies providing consultancy and audit services to MBIS, including but not limited to all other stakeholders in commercial relation with MBIS.

3.DEFINITIONS AND ABBREVIATIONS

MBIS: means “M.B.İ.S Bilgisayar Otomasyon Danışmanlık ve Eğitim Hizmetleri Sanayi Ticaret A.Ş.”;

Gifts:  means products not requiring a financial payment and being given by the persons who are in business relations with the Company or by the customers as a sign of appreciation or commercial courtesy;

Policy: means the Anti-Bribery and Anti-Corruption Policy of MBIS;

Bribe: means cash or non-cash benefits provided for a person or third person that can has access/influence on this person to cause him/her to influence associated decisions and practices, perform a task, fail to perform a task, accelerate or slow down  a task, or perform similar actions contrary to the requirements of his/her duty;

Representation and entertainment: means social activities, trainings, conferences, symposiums, seminars and the like activities and the accommodations and dinner organizations organized in this context by MBIS;

Corruption: means an abuse of authorities by a person to provide unfair advantage for him/her or others.

4.BASIC PRINCIPLES

MBIS respects the anti-bribery and anti-corruption legislative regulations and principles in force in any country, in which MBIS operates and is represented.

MBIS applies a “zero tolerance” approach against bribery and corruption under this basic principle, and commits to carry out operations fairly, honestly, legally and in compliance with ethical rules.

In this context, MBIS’s Board Members, senior executives, officials, all employees, including contracted personnel, and all parties acting on behalf of MBIS and first-degree relatives (mother, father, sibling, child, spouse) of the persons listed cannot offer or promise anything of value, directly or indirectly, to any person in the public or private sector for the purpose of obtaining or retaining business, gaining an advantage or influencing a decision or causing improper performance of official, commercial or professional obligations in violation of the law.

4.1.Gifts and Gaining Benefits

Except those within the limits of commercial courtesy, none of the MBIS’s Board Members, senior executives, officials, all employees, including contracted personnel, and all parties acting on behalf of MBIS and first-degree relatives (mother, father, sibling, child, spouse) of the persons listed are allowed to offer, request or accept any gift, commissions or monies, checks, real estate or securities, discount or advantage, personal service and support, any cash or non-cash benefit which may directly or indirectly influence the preferences and decisions of MBIS, from third parties, even for charity.

Gifts or benefits given for a legitimate business purpose in accordance with the current legislation, not exaggerated, and the value of which does not exceed approximately TRY 300, excluding cash, can be accepted within the limits of commercial courtesy.

Modest promotional materials may be given as gifts by MBIS to third persons to contribute to the publicity or business relationships of MBIS. Promotional materials cover the products and services prepared for this purpose, and what these products and services are is explained to the relevant persons during the trainings regarding this Policy. The relevant party is notified that the promotional materials are given unconditionally. Promotional materials are only for the purpose of promoting and marketing MBIS services and cannot be given in a way that may amount to obtaining a financial benefit other than that.

The above principles, Policy and applicable rules should be considered before any gift or benefit is offered or accepted. It is necessary to avoid offering or accepting gifts and benefits that raise doubts as to whether they are appropriate or not without the written approval of the compliance officer.

4.2.Donations and Aids

A resolution of the Board of Directors is required for granting any donation. The approval of the Board of Directors is subject to a preliminary review, which will be carried out in accordance with the MBIS Donations and Aid Policy.

Pursuant to the Donation and Aid Policy of MBIS, cash donations and aids can be granted to / for,

  • Institutions and similar organizations with social purposes,
    • The construction of schools, health facilities, etc. which constitute public interest,
    • Scholarship to students with insufficient financial situation who need support in their education life,
    • People with insufficient financial means who need support for health and treatment purposes.

All kinds of aid and donations must be made through the bank or, in the absence of such an opportunity, by means of receipts, etc., that will allow documentation.

4.3.Political Activities

MBIS, as a corporation, does not transfer funds either directly or indirectly to election campaigns of political candidates or other political campaigns under no circumstances. MBIS grants no political aids or donations either directly or indirectly under no circumstances.

None of the MBIS employees including but not limited to the members of the Board of Directors and the senior executives are not allowed to engaged in any rallies, protest, propagandas and any other similar activities inside MBIS workplace, to run for political offices in local and general elections without resignation, to use any MBIS owned resources (vehicles, computers, e-mail, etc.) in any activities having political purposes.

None of the MBIS employees including but not limited to the members of the Board of Directors and the senior executives, shareholders, subcontractors/suppliers serving MBIS, companies providing consultancy and audit services to MBIS, including but not limited to all other stakeholders in commercial and social relation with MBIS, is allowed to use the resources of MBIS either directly or indirectly for political purposes and campaigns under no circumstances.

4.4.Representation and Hospitality

MBIS may carry out representation and hospitality activities in order to improve its commercial relations and build a commercial communication network. MBIS is attentive to have these activities at a reasonable level.

Representation and hospitality activities cannot be provided for the provision of a business or a business benefit or in response to offers in this context.

If the total expense for a single representation and hospitality activity exceeds 3,000 Turkish Lira or the corresponding amount of foreign currency at the time of the payment, the approval of the compliance officer or the Board of Directors is required.

4.5.Book Keeping

The points related to the accounting system required to be obeyed by MBIS are specified in the following within the framework of relevant legislation and regulations:

  • Keep the records of all accounts, invoices, and documents regarding relations with third persons (customers, suppliers, other service providers, etc.) in a complete, transparent, accurate, fair, and reliable way;
    • Build a control system to prevent unregistered transactions;
  • Make no modifications on accounting or the like commercial records regarding any transaction and no distortions of the truth.

In this context, proper care and attention must be paid during the record-keeping of any transaction within the context of this Policy.

5.DUTIES AND RESPONSIBILITIES

5.1.Board of Directors

The Board of Directors is primarily responsible for the anti-bribery and anti-corruption activities of MBIS. The Board of Directors adopts the principles covered in this policy and provides the necessary environment for the implementation thereof.

The Board of Directors provides the performance of audits ensures the corrective measures in order to achieve the compliance with legal legislations and regulations, processes and policies.

The Anti-Bribery and Anti-Corruption Policy of MBIS has been approved by the Board of Directors. Establishment, implementation of the policy as well as updating thereof when necessary are under the responsibility of the Board of Directors.

5.2.Executives and Employees

MBIS Board Members, officers and senior executives and all MBIS employees including the contracted personnel are not allowed to offer bribe or accept bribe to/from any natural/legal person, public officials or persons to whom they will indicate or be in corruption.

All employees are obliged to act in line with anti-bribery and anti-corruption rules and MBIS Ethical Principles.

Top executives ensure the comprehension, implementation and continuance of the principles specified in the text of this Policy by the employees under their administration; evaluate potential risks and their impacts in terms of reputation and finance, and take necessary measures for establishing and implementing the control mechanisms for the management of the determined risks.

Highlighting the fact that anti-bribery and anti-corruption activities, transparency and honesty are integral parts of the common values of MBIS is essential in the messages of top-level executives.

MBIS employees and executives are provided with training programs to raise their awareness in anti-bribery and anti-corruption.

5.3.Supply Chain

MBIS does not work with persons and organizations that might have negative intelligence on bribery or corruption, assessing the organizations, dealers, business partners, and suppliers to be contracted. To that end, MBIS assesses and selects the organizations, dealers, business partners, and suppliers to be contracted by using methods in compliance with transparency and equality principles in order to provide the best service to its customers and prioritize the interests of MBIS.

Firms found to involve in collusive tendering through fraud, promise, threat, influence, misappropriation, collusion, extortion, bribe, etc. are included in the list of prohibited firms.

The members of the Board of Directors, the executives and the employees are not allowed to make personal agreements, which weaken the bargaining power of MBIS, with firms which might be contracted by MBIS or engage in activities or conduct financial transactions resulting in such outcomes.

6.POLICY VIOLATIONS AND SANCTIONS

In case of any view or suspicion that any person or institution responsible to comply with the rules and principles contained in this Policy , breaches the principles of the Policy, the situation is reported by the relevant persons to the General Manager. The General Manager forwards the received issues to either MBIS Board of Directors to be investigated and finalized. The employee or the complainant is allowed to conceal his/her identity due to security concerns or the like reasons.

No employee can be exposed to maltreatment (disciplinary action, dismissal, threat, mobbing, etc.) because of denying involving in bribery or corruption or reporting with good faith and on reasonable doubt an actual or potential bribery or corruption incident, whether this claim is true or not.

Contact Information:

Telephone: +90 (216) 577 51 00

Address : M.B.İ.S Bilgisayar Otomasyon Danışmanlık ve Eğitim Hizmetleri Sanayi Ticaret A.Ş.

Cevizli Mah. Tugay Yolu Cad. Ofisim İstanbul A Blok No:20 Kat:17 34846 Maltepe / İstanbul, Turkey

e-mail: compliance@mbis.com.tr

7.ANNOUNCEMENT AND VALIDITY

This Policy document has been prepared both in Turkish and English and is accessible by the public through the web site of MBIS (www.mbis.com.tr).

The policy is reviewed regularly, updated when necessary and announced through the web site of MBIS.

The Anti-Bribery and Anti-Corruption Policy of MBIS has been approved by the Board of Directors and entered into effect on January 24th, 2022.