MBIS Code of Conduct

1. PURPOSE AND SCOPE

MBIS carries out all its activities in full compliance with the applicable legislation on a good faith basis. All our employees, Business Partners and all parties we interact within the scope of our business activities, particularly shareholders and the Board of Directors of MBIS expect MBIS to operate in accordance with good faith, law and ethical standards and the operations of MBIS are based on these principles. MBIS Code of Conduct expresses the values we adhere to while clearly and plainly demonstrating our approach to this matter before all our employees and Business Partners.

MBIS Code of Conduct may not address every situation that we may encounter in the course of our activities. In such cases, it is necessary to exhibit the most appropriate behaviour in line with the basic principles of MBIS and the general principles of the MBIS Code of Conduct. On such occasions, you may contact your senior manager, the Ethics and Compliance Officer or the MBIS Ethics Line.

2. DEFINITIONS

MBIS:M.B.İ.S Bilgisayar Otomasyon Danışmanlık ve Eğitim Hizmetleri Sanayi Ticaret A.Ş.  
Business Partner:All natural and legal persons, including suppliers, contractors, subcontractors, consultants, agents, proxies, brokers, representatives, who perform any commercial activity for and on behalf of MBIS and provide services or products to MBIS.  
Code of Conduct:MBIS Code of Conduct

3. KEY PRINCIPLES

MBIS operates in a perfectionist manner with great determination within the framework of the principles of good faith, honesty, transparency, dignity, respect for human rights and accountability. MBIS culture aims to be customer and growth oriented, respect diversity along with inclusion and to make a difference.

3.1. WORK ENVIRONMENT THAT RESPECTS HUMAN RIGHTS, THAT IS HONEST AND RESPECTABLE

As MBIS, our success and reputation are built on the environment of mutual respect, inclusiveness and solidarity that we create with our colleagues and other stakeholders. We select our colleagues on the basis of merit; and we are not engaged in any kind of discrimination based on age, background, colour, language, race, religion, gender, sexual orientation, marital or any other status. Moreover, the use of discriminatory language is not accepted in our Company.

Maintaining the safe working environment of our Company is one of our main objectives. Therefore, harassment of any kind, whether verbal or physical, is not tolerated. We are sensitive towards unsolicited, inconvenient behaviours, humiliating or vengeful work environment, and we take all preventive measures. We know that the position, gender, seniority or identity of the victims of such acts are insignificant to our Company; such actions must be prevented regardless of any other factors.

Collaboration and the solidarity of our colleagues are valuable in terms of the tranquillity of our work environment and the sustainability of our work quality. It is unacceptable for members of our Company to be exposed to acts such as mobbing or intimidation, bullying, teasing, threats, and harassment, regardless of their position or seniority. Consequently, it is our fundamental approach to maintain a working environment that allows our talented, creative, honest and reliable colleagues to continuously improve, based on a supportive communication style and maintaining a working environment that can develop alternative approaches towards different views. We encourage those who have been exposed to acts of discrimination, harassment or mobbing in any way, or who are aware of such a situation, to resort to the reporting and notification method specified below.

3.2. A HEALTHY AND SAFE WORK ENVIRONMENT

Our Company takes all necessary measures in accordance with the relevant legislation, particularly the Occupational Health and Safety Law and the Labour Law, in order to enable our colleagues to work safely and away from the possibility of any harm in the workplace. Ensuring the health and safety of our colleagues is of paramount importance to our Company.

Our colleagues are expected to comply with the working conditions determined by the legislation and our Company in terms of their own health and safety and the workplace environment. Persons who witness or are aware of any non-compliance or deficiencies related to occupational health and safety should immediately report this situation directly to the relevant authorities or by using the abovementioned reporting and notification processes.

3.3 OUR RESPONSIBILITY TOWARDS THE ENVIRONMENT AND COMMUNITY

Our Company believes that it is imperative to make our world sustainable for future generations and if we want to protect it, we must act responsibly towards our environment. We improve our sense of responsibility and approach towards the environment with each passing day, and we strive to minimize our environmental footprint by consuming all kinds of resources in our workplace with the awareness of saving. With the awareness of social responsibility, we act with utmost sensitivity in sharing our resources with those in need.

4. THE WAY WE DO BUSINESS

4.1 RELATIONS WITH THIRD PARTIES

4.1.1 Public Authorities and Officers

In its commercial relations, our Company deals with public authorities and/or people in contact with these public authorities. Compliance with MBIS Anti-Bribery and Anti-Corruption Policy and Conflict of Interest Policy is especially important for these relations. MBIS adopts the principle of zero tolerance against bribery and corruption, and conducts all its activities free from conflict of interest. All stakeholders, especially our colleagues, are expected to be diligent towards these fundamental principles and all the issues specified in MBIS policies in terms of these relations.

4.1.2 Business Partners

In order to meet the needs of our Company, it is essential to operate by protecting the interests of our Company at the highest level in supplier preferences. Therefore, our basic expectation is to combine the right choices with the least costly options, which will not adversely affect the quality of our services or products. It is acknowledged that upon a research on the necessary fieldwork and its alternatives, our colleagues make the final decision in supplier selection within the knowledge of their managers and in line with the approval mechanisms of the Company. In this regard, it is expected to be compliant with the Business Partner Code of Conduct, Conflict of Interest Policy and Anti-Bribery and Anti-Corruption Policy.

4.1.3 Customers

Our Company makes every effort to produce high quality products and to satisfy the legitimate expectations of its customers. For this purpose, our colleagues are required to display a sincere attitude without compromising their professional behaviour before the customers. Our colleagues are expected to act with an understanding that prioritizes confidentiality by preventing the disclosure of personal and commercial information of customers in any way.

All customers of our Company are as equally as important and it is essential for our Company to provide the highest quality service to all customers. It is one of our core principles that our employees do not present incomplete and/or incorrect information to any of our customers.

In dealing with customers, it is always imperative to pay the utmost attention to MBIS Anti-Bribery and Anti-Corruption Policy and Conflict of Interest Policy.

4.1.4 Other Parties

During the conduct of our relations with any third party other than the above, which we will be dealing with within the scope of our activities, the matters explained under the

MBIS policies and which are expected to be considered by virtue of the characteristics of the situation or verbally reported should be taken into account.

4.2 COMPLIANCE WITH RULES ON COMPETITION

In accordance with the Law No. 4054 on the Protection of Competition (“Competition Law”); Agreements between undertakings, concerted practices and such decisions and actions of associations of undertakings that aim to directly or indirectly prevent, distort or restrict competition in a particular market of goods or services, or that cause or may cause such an effect, are unlawful and prohibited.

Our Company’s approach to the protection of competition is to compete fairly and in accordance with the legislation on competition, and to avoid situations that may violate the Competition Law and constitute unfair competition within the scope of the Turkish Commercial Code No. 6102. In this framework, we must independently determine all our commercial strategies, such as price, production, distribution, based on our own research and publicly available information.

Violations of the Competition Law or acts that constitute unfair competition adversely affect our Company and the careers of individuals who commit said violation or act. Thus, you must avoid behaviours that are anti-competitive or constitute unfair competition such as;

  • Sharing commercial information, particularly the information of our competitors, customers or suppliers,
  • Obtaining or using competitors’ non-public information through personal relationships,
  • Determining the price and other sales conditions of certain products by agreeing with competitors; sharing the products of customers, regions, suppliers, acting in a predetermined way in tender processes,
  • Making exaggerated or commentary statements regarding competitors’ products or services that are not based on concrete data; and

report any situation that causes hesitation with your manager or Ethics and Compliance Officer.

4.3 PROTECTION OF CONFIDENTIAL INFORMATION

Certain information concerning our customers, other stakeholders, and our Company is considered confidential. In this way, it becomes significant to protect the ongoing experience of our Company and to ensure that our customers and stakeholders work with

us in confidence. For this reason, our colleagues are required to show the utmost care and diligence to protect the confidential information they have obtained directly or indirectly in relation to our Company, and not to share this information with third parties.

Our Company considers the information with respect to the products it produces and the information it obtained as a result of its commercial relations with its customers as confidential, and attributes a degree of confidentiality to them.

Trade secrets and customer secrets are interpreted as defined in the Turkish Penal Code. Accordingly, it is a crime to give or disclose to unauthorized persons the information or documents which are in the nature of commercial secrets, banking secrets or customer secrets of which he/she is aware of due to his/her title or duty, profession or art. Industrial applications, scientific discoveries and inventions are further included within this scope.

Any financial information that is related to the field of activity of our Company, which is known only to a certain number of our colleagues and that may be harmful if third parties are aware of, our research and development studies, all software developed or licensed by or for our Company, our manufacturing, product development, marketing and sales policies and plans, etc. will be considered trade secrets. Equivalently, personal, economic and similar information and documents relating to our customers and other stakeholders are also confidential.

In order to protect our confidential information and trade secrets, we should always act cautiously and take necessary precautions in accordance with the requirements of the situation, including but not limited to the examples given below.

  • To be aware of what is deemed as confidential information,
  • The information to be given during communications with third parties, including customers, should be evaluated beforehand, and the unit manager should be consulted in case of doubt,
  • No information that is not mandatory in accordance with the legislation should be disclosed,
  • Necessary measures should be taken to protect confidential information, and passwords or codes that provide access to this information and passwords of computers, mobile phones and other devices used to access these information should not be shared with anyone other than authorized persons and users, and their safety should always be ensured,
  • To be careful when speaking in public and to avoid conversations which may result in the disclosure of confidential information.

4.4 RECORD KEEPING            

Keeping commercial or financial records accurately and completely is mandatory within the scope of MBIS’s legal responsibilities. It should not be forgotten that otherwise, even if the relevant transaction is completely in compliance with the legislation, it may create the impression of violation of the law and negatively affect the reputation and credibility of MBIS. In this context, MBIS expects from all its employees and stakeholders to ensure that the records of each and every transaction made in the interest of keeping the commercial and financial records accurate and complete, to execute in a proper, timely and complete manner, and to assist those responsible for keeping the records in order to ensure this.

5. ETHICS AND COMPLIANCE MANAGEMENT

Following the MBIS Code of Conduct, ensuring continuous compliance and reporting and finalizing violations are as important as adopting them. MBIS ethics and compliance management is essentially carried out by the Ethics and Compliance Officer under the management of the MBIS Ethics Committee.

The Ethics Committee functions as a committee composed of various departments and staff of MBIS. The Ethics Committee, apart from other duties that may be assigned by the MBIS Board of Directors, is responsible for making the research and evaluations that are considered to require the decision of the Ethics Committee and reflected by the Ethics and Compliance Officer. Apart from this, it is also possible for the Ethics Committee to convene on subjects such as examining and changing the policies and principles of MBIS and conducting training and awareness studies on these matters within MBIS.

The studies of the Ethics Committee is regularly reported to the MBIS Board of Directors.

6. SPEAK UP CULTURE

6.1. Why do we attach importance to the culture of speaking up and reporting?

It is the responsibility of all of us to act in compliance with our principles and policies, regulations and other rules and the legislation. Failure to fulfil this responsibility will prevent us from creating and maintaining a peaceful working environment based on mutual respect and trust and achieving our collective and individual goals. Hence, it is the duty of each of us to inform the authorities at the earliest possible of any legal and ethical violations that we encounter or suspect.

Our colleagues who violate our principles, policies or legislation, wish to violate them or fail to report a violation that they have encountered or that they are involved in, hide, obscure evidence, and refuse to cooperate in an internal investigation shall be subject to disciplinary proceedings.

6.2. How can you report?

Initially, you may report the violation to your senior manager. If you have concerns regarding sharing the matter with your manager, or if you think that your manager is not interested in the issue you reported, you may report to any of the following.

You are not obliged to reveal your identification; however, you should provide as much information as possible about the alleged violation, precisely describe the actions or events that you think constitute a violation, and submit a copy of the documents you have, if any. It is of particular importance that you provide as much information as possible so that the internal audit and/or investigation can be carried out effectively, especially in the reports you make by keeping your identity confidential.

If you encounter a situation that you are not certain whether it constitutes a violation, you may contact the Ethics and Compliance Officer to consult it.

6.3. How is your report handled?

Allegations of violations are evaluated in the light of the information you provide in your report, and it is decided whether to initiate an internal investigation. Internal investigations are finalized as soon as possible, in line with our ethical principles, law and human rights; nevertheless, the duration and extent of each internal investigation depends on the specifics of the case in question. Upon finalization of the investigation, required actions will be determined and implemented in accordance with company rules and the relevant legislation.

Your identity and the information you provide will be kept confidential unless required by law or deemed necessary for an effective internal investigation.

6.4. There will be no retaliation due to your report

It is forbidden to retaliate against anyone who, in good faith, makes a report about a matter encountered or suspected. In other words, no one can be mistreated or sanctioned for expressing their concerns in honesty and in good faith. This prohibition further protects stakeholders who have not reported but contributed to the investigation in good faith.

If you believe that you have been retaliated as a result of a report you have made, or if you see or suspect that another colleague has been subjected to such retaliation, you must report the situation as soon as possible through one of the channels mentioned above. Retaliation is not tolerated in our Company. Employees who retaliate will be subject to disciplinary proceedings.

7. ANNOUNCEMENT AND ENTRY INTO FORCE

This Code of Conduct has been prepared in Turkish and English and is available to the public on the MBIS website (www.mbis.com.tr).

The rules are reviewed and updated regularly and announced on the website of MBIS.

MBIS Code of Conduct was approved and put into effect by the Board of Directors on [24.01.2022].

Contact Information:

Phone Number: +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

E-mail: compliance@mbis.com.tr