1. INTRODUCTION

STFA has adopted this Code of Conduct in order to describe the standards for STFA Yatırım Holding, Group Companies and its employees must meet. STFA Group involves these companies below: (Hereinafter referred to as “STFA”)

The code defines what STFA expects of its employees regardless of location or background. The standards base on these core values:

  • Internationally proclaimed human rights
  • Ethical and legal behavior
  • Fair, courteous and respectful treatment of employees
  • Professionalism

This Code is applied to STFA’s managers on each level and employees. All employees must adhere to the principles and requiremnets contained in this code and should consult the code for guidance when acting on behalf of STFA.

This manual is prepared so as to form a frame for basic code of ethics that All STFA employees are to comply with and intended for guidance on acts and decisions while fulfilling their responsibilities.

In dealing with ethical values not detailed in this Code, employees are expected to use common sense and their best moral judgment. Employees are expected to act on the basis of public decency principles and prudent. If an employee has questions within the context of implementation of ethical principles during their working, he/she may contact Human Resources and/or Legal department. This policy may be modified or updated at any time. STFA welcomes employee suggestions on changes in this Code.

2. WORKING PRINCIPLES

The most valuable asset that STFA has is the Reputation and corporate brand that has been created in consequence of successful operations in its long history. In order to protect and improve the reputation of STFA; basic business principles  listed below must be followed by all STFA employees.

STFA expects  for all employees to understand and adopt STFA’s values, codes of conduct and act properly in STFA’s way of doing business.

2.1. Honesty

STFA sees accuracy, transparency and high work ethic values above everything. STFA, expects the same values from all parties whom it works together, trusts them and expects them to trust to STFA in return.

STFA, as one of Turkey’s most reliable and reputable organization, does not behave in a manner which undermines mutual trust in business relationship against business partners, employees, suppliers, competitors, environment, society and humanity.

2.2. Confidentiality

Confidential information can be defined as information which is unknown by third parties, can cause a loss for company and/or its shareholders or may be utilized by others if it is known. Furthermore financial, strategic, technical, commercial, employee’s personal rights, subjects enacted within nondisclosure agreement with third parties are also considered as confidential information.

STFA employees are expected to be attentive to protect information belonging to STFA and its Shareholders. Employees sould share information only to relevant people with proper authority.

Confidential information cannot be shared with third parties while leaving the company. Employees must deliver all kind of documents and/or electronic copy documents they received during their working period.

Employees who newly joined STFA cannot share confidential information related to their previous employer.

All official statements in relation to STFA are to be announced with full disclosure to investors, partners and the public simultaneously via the departments authorized by STFA.

STFA employees are expected to act in the awareness that confidential financial information, trade secrets attributable to the STFA, or information or data regarding the rights of the personnel or with agreements enacted with business partners that could weaken the competitive power of the STFA are within the framework of “confidentiality” and that such information and data must be protected and its confidentiality preserved.

STFA employees are expected to refrain from sharing information gained and possessed in the fulfilling of a duty for any reason whatsoever with unauthorized persons and authorities in and outside of the company and from using such information for speculative purposes (directly or indirectly)

STFA employees are expected to refrain from using outside its intended purpose any information undisclosed to the public that belongs to the agencies, institutes and companies with which business is undertaken; the customers of such companies; or other persons or companies with which business is likely to be undertaken, and to refrain from sharing any of this with third parties without obtaining the necessary permissions.

2.3. Fair Working Environment

STFA, whereever it operates, believes in people’s rights and freedoms and supports them.

In this respect, under no circumstance, STFA does not discriminate people’s ethnic origin, sex, race, nationality, economic status, religion and other beliefs. This is valid at recruitment and promotion, working environment, relationships with clients, suppliers and partners as well.

STFA is obliged to ensure convenience of the working conditions, products and services they produce.

Each employee is entitled to fair, courteous and respectful treatment by his/her supervisors, subordinates and coworkers. Employees’ performance, development and loyalty is to be improved  by establishing and increasing a fair, reliable and confident working environment in which employees are respected and all relevant regulations are complied.

2.4. Compliance with Laws

All STFA Group of Companies are obliged to follow laws of the country they operate in. Employees are not allowed to act against laws in either their own or company’s interests.

In case of any suspicion in relation to complying with laws or regulation, the matter should be brought to the attention of the Legal Department.

2.5. Human Resources

In order to provide quality human resources management, basic principles of HR Management that is indispensable for STFA are as follows:

  • STFA believes in providing a collaborative working environment,
  • STFA bases its decisions on qualification and skills required by the job in hiring and promoting employees,
  • STFA ensures to position its employees where they can use their potential, create value and contribute to the achievement of the Company’s goals,
  • STFA ensures that its employees’ can use their personal rights and benefits fully,
  • STFA ensures a fair, honest, non-discriminatory, safe and healty business environment,
  • STFA creates necessary training and development opportunities for its employees (within the frame of its sources) in order for them to improve themselves,
  • All the matters which might concern STFA’s vision, mission, goals, results of operations are to be regulary shared with employee

2.6. Quality and Continuous Development

  • The principle of life philosophy of its founders will be adopted by all employ
  • Defining customers’ need and expectations, offering a solution and completely fulfilling, continuously improving product and service quality in accordance with customer and market demands and create value for all stakeholders are STFA’s basic quality principle
  • STFA forms an efficient quality management system with “Making it work right the first time” principle and ensures that the targets achieved with measurable objectives, efficient monitoring, evaluations and action
  • The quality of products and services offered to clients are under STFA’s assurance.

2.7. Efficient Use Policy

Our group of companies; adopt efficient use of resources waste prevention as a main principle in their operations and projects.

2.8. Environment

STFA aims to implement its operations without harming the environment. In order to protect natural life and prevent pollution, STFA;

  • Carries out the waste management programmes,
  • Ensures that energy is used efficiently for a sustainable environment,
  • Increases the useage of recyclable resources,
  • Shows necessary effort in order to reduce natural resources consumption,
  • Daily follows environmental legislation, takes necessary actions by assessing the conformity,
  • Informs employees, clients, suppliers and general public in relation to rasing awareness on environmental issue

2.9. Occupational Health ve Safety

  • In STFA, “No job is important and urgent as much as putting employees’ life safety and health in jeopardy.”
  • STFA sets measurable goals by putting the philosophy of “Zero accident and injury” on the top of all working plans in order to prevent/minimize occupational accidents and diseas
  • All employees are subject to continous training in relation to health and saf All employees are to abide by the health and safety regulations.

2.10. Activities Towards Public

  • Conducts its relationships with official bodies and organizations in the framework of the ethicalrules and in accordance with laws and regulation

3. EXTERNAL RELATIONS WITHIN STFA

The following are the fundamental principles governing the STFA’s relations with its stakeholders:

 

3.1. Communications with Stakeholders

  • Represent and enhance the reputation of the “STFA” brand in the eyes of the public;
  • By keeping open the channels of communication with stakeholders, benefit from comments and recommendations, ensuring sustainability of positive relations;
  • Avoid divulging personal opinions in sharing views with the general publi

3.2. Relations with Stakeholders

  • Protect the rights and interests of shareholders, as provided for within the laws;
  • Show maximum effort to create value in return for the resources provided by shareholders, distribute dividends to shareholders or channel these resources into investment;
  • Ensure that all matters regarding group companies that must be disclosed to shareholders and the public are announced fully, promptly and accurately;
  • Make sure that the Group companies are managed within the framework of the same principles of trust and integrity with which they have been managed since the establishment of the STFA, and to target sustainable growth and profitability and manage company resources, assets and company time in the awareness of bringing about effici

3.3. Relations with the Governmental Bodies

  • Comply with regulations of the countries in which operations are conducted or contemplated;
  • Manage, record and report all operations and accounting systems precisely and in compliance with the laws.

3.4. Social Responsibility

  • Support efforts that will contribute to economic and social development;
  • Be sensitive to matters that interest society and support efforts to improve the community;

3.5. Customer Relations

  • Create value for customers and meet their needs and demands at the highest level;
  • Produce quality goods and services and adopt consistent policies;
  • Create an environment of long-term trust in our relations with customers;
  • Target becoming the preferred brand of customers by increasing customer satisfaction in sales and after-sales;
  • Refrain from giving customers misleading or deficient information.

3.6. Supplier, Dealer, Authorized Seller and Authorized Service Relations

  • Act mutually with our suppliers, dealers, authorized sellers and authorized services in creating value in business relations,
  • Communicate openly, directly and properly with our suppliers, dealers, authorized sellers and authorized services;
  • Make decisions on the basis of objective criteria when selecting our suppliers, dealers, authorized sellers and authorized services;

3.7. Competitor Relations and Competition

  • Refrain under all circumstance from behaviours and compliant behavior, outside of what is permitted by law, that have the aim of directly or indirectly preventing, distorting or limiting the competitive power of competitors or other persons or enterprises or that give rise to or may give rise to such an effect.
  •  In situations where dominance has been achieved in a particular market, either solely or together with other enterprises, refrain from abusing this dominance.
  •  Refrain from engaging in discussion or exchanges of information with competitors for the purpose of competitive conditions together. To avoid every kind of discussion or procedure that may give way to or may be construed to have given way to any situation described above at all kind of organizations such as meetings of associations, boards, chambers, professional unions, etc. or any other kind of private or professional gathering or discussion where the Company is being represented.

4. EMPLOYEES’ RESPONSIBILITIES

It is the primary responsibility of all STFA employees to make sure that the “STFA” name is made synonymous with professionalism, integrity and trustworthiness and that the Group is carried to a higher level. In this context, STFA employees are expected to comply with the following:

  • Always complying with the laws;
  • Carrying on their business within the limits of authorization given, consulting to their managers on matters exceeding their authorizations.
  • Fulfilling their duties within the framework of fundamental moral and human values;
  • Acting with fairness, good faith and understanding in all relations aiming for mutual benefit;
  • Refraining from obtaining unfair profit, accepting or giving bribes to anybody or organization or from any person or organization, for any reason whatsoever;
  • Acting in compliance with all principles and practices that support the relevant rules of business ethics and this Code in all duties undertaken;
  • Refraining from engaging in any act, declaration or written statement that will mean a commitment on the part of the company without express authorization;
  • Refraining from any behavior which may cause discomfort or harm to other employees, or that will disturb the harmony of the workplace;
  • Treating all material or non-material assets of the Company, including documents and information systems, as if it were the employee’s own, protecting these from loss, damages, misuse, abuse, theft and sabotage;
  • Refraining from using work time and the company resources, either directly or indirectly, to achieve personal gain and/or engage in political activity or seek profit.

4.1. Asset and Information Management

4.1.1. Use of Company Resources

Comprehensive description of STFA policy on use of company resources is explained below:

4.1.1.1. Internet and Electronic Mail Policy

  • Employees may use Internet access and send & receive electronic mail solely for business purposes.
  • STFA’s internet access and electronic mail system is a company resource and STFA reserves its right to read, view and copy any email communications and internet usage.
  • Employees must take reasonable care not to disclose confidential information, or acquire unauthorized information.

4.1.1.2. Adherence to Information Technologies Policies

Employees are to comply with Information Technologies policies. These policies are stated below:

  • It is prohibited to use unlisenced software
  • It is prohibited to compromise network security
  • It is prohibited to use or download adult content, gambling&betting, malicious and unlawful websites
    The above does not cover all Information Technologies policies.

4.1.1.3. Equipment and Supplies

Equipments and supplies such as office supplies, office furniture, fax machines, computers, software, hardware, supplies belong to STFA and not be used for personal purposes.

4.1.1.4. Non-work Related Interests

STFA employees are not to use STFA’s facilities to maintain non-work related interests.

4.1.2. Intellectual Property Rights

  • Ensure all legal procedures are started promptly and completed with respect to the guaranteeing of the intellectual property rights of newly developed products, processes and software;
  • Avoid the willful unauthorized use of patents, copyrights, trade secrets, brands, and computer programs or other intellectual and industrial property rights belonging to other companies.

4.1.3. Information Management

  • Ensure all legally required records are duly kept;
  • Refrain from responding to demands for information from third parties regarding confidential company business without the approval of senior management;
  • Exhibit necessary care to ensure that the statements disclosed by the company and reports presented are a fair presentation of the facts.

4.1.4. Security and Crisis Management

  • Take necessary measures to protect company employees, information and information systems, factory and administrative facilities from potential circumstances of natural disaster or malevolent acts;
  • Undertake crisis planning through the organization of an emergency crisis management team in the event of a natural disaster, or the like, ensuring that business continues with a minimum of loss during the crisis;
  • Take every measure to prevent the theft or loss of company assets.

4.2. Avoiding Conflicts of Interest

Conflicts of interest are situations that hinder employees in the impartial execution of their duties, any and every kind of potential benefit gained for employees for themselves, their relatives, friends or persons or enterprises they have relations with.

STFA expects their employees to avoid from working environment in which possible conflict of interest exists. STFA also expects their employees to inform managers in case of possible conflict of interest.

4.2.1. Refraining from transactions with self-interest or from related-party transactions

  • Refrain from unfair gain and profit for someone, related parties or third parties by taking advantage of position and powers,
  • Avoid conflict of interest with which business is undertaken,
  • Avoid from hindering other employees’ duties during working time, distracting concentration on main duties,
  • Inform the immediate line manager in the event the employee has a first degree family relationship with a person who is in a decision-making position at a company that is a customer or supplier in the same line of business,
  • Employees are required at the time they are first hired to disclose their shareholding in another company, if any, or their participation in any investment. Employees are required to inform their immediate line managers and senior management (2 levels above his/her level) of any changes in their status in this context or of any similar matters that may be perceived as conflicts of interest; this disclosure should also be made to the legal and HR departments.

4.2.2. Receiving and Giving Gifts

In conducting relations with persons or organizations that show an interest in forming or continuing a business relationship with the STFA:

  • Refrain from accepting or offering any kind of gift that may create the impression of the existence of an infraction, give rise to or seem to give rise to a relationship of dependency except for materials given in accordance with business tradition, general custom and usage in the likes of mementos/promotional items. If the value of the gift is USD 100 (or equal foreign currency amount) or above and it is thought that in case of not being able to accept the gift, communication with related party would be adversely affected, relevant Human Resources department is to be informed about accepting these gifts,
  • Refrain from demanding any kind of discount or material gain from suppliers, dealerships, authorized services, customers, Group companies or third parties that might be perceived as inappropriate except for custom of trade, to refrain from proposing the same to third parties and refusing to accept if this is proposed.

4.2.3. Doing Business with STFA After Termination of Employment

Doing business with STFA after termination of employment, by means of personally establishing a company or acquiring a shareholding in a company, making a contractual commitment, consulting, commissioning, representation, dealership and similar commercial activities with STFA. Approval is not to be given for such commercial relations with a former employee before 2 years have elapsed since his/her departure from the Group.

4.2.4. Insider Trading

Employees are required to refrain from using or conveying to third parties any and every kind of confidential information belonging to STFA, or from engaging in insider trading in an attempt to obtain commercial gain from the direct or indirect purchase or sale of securities from the stock market relying on such confidential information. STFA cannot be held responsible for employee behaviours that do not comply with this code. Employees who do not comply will be personally responsible. Besides, emloyees must be in full awareness that doing so is a violation of the law. Furthermore, acting incongruously to this clause is against employees’ labour agreement, such an act must under no circumstances be executed.

4.3. Documents and Records
4.3.1. Accurate and Complete Business Documents

Employees are to act in good faith not to misrepresent material facts in STFA’s documents and records or in any internal or external correspondence, memoranda, or communication of any type, including telephone or electronic communications.

4.3.2. Financial Reporting

All STFA funds, assets, liabilities receipts and relevant legislations are to be recorded in accordance with Generally Acceptable Accounting procedures.

4.3.3. Cooperation with Auditors

STFA employees are to cooperate with internal and external auditors during examination of STFA’s books, records, and operations.

5. MANAGERS’ RESPONSIBILITIES

Further to the responsibilities defined, STFA managers have additional responsibilities such as:

  • Creating and preserving a company culture and working environment that supports ethics codes,
  • Being a role model in practicing the ethics codes, educating personnel on the ethics codes,
  • Supporting employees in expressing their questions and in filing their complaints/notifications concerning the ethics codes,
  • Offering guidance when consulted, diligently considering all ethical concerns raised, and forwarding these concerns to the Ethics Representative or Legal Department.
  • Structuring all work processes under his/her responsibility in order to minimize ethical risks and implementing necessary methods and approaching to ensure ethics codes are complied with.

6. OTHER RESPONSIBILITIES

  • The Holding Board is responsible for effective enforcement of the STFA Code of Ethics or the company-specific Code of Business Ethics created within this context, and a culture to promote these codes within the Group.
  • The Ethics Codes and all policies concerning the Code of Business Ethics are reviewed, revised and documented by Risk Management Department upon the recommendations of the Holding Board, and the revisions are announced to STFA upon the approval of the Board.
  • Risk Management has the responsibility to;

– Inform employees about the Code of Ethics, offer periodical ethics training to enable clarity regarding policies and codes, and establish continuous communication on this subject with the employees;

– Ensure the newly employed personnel read the Code of Ethics, inform them in this subject, and ensure that they sign the Employee Declaration

– At the beginning of each year, ensure employees sign the Business Ethics Compliance Form and update their declarations.

  • Holding Board has the responsibility to;

– Ensure confidentiality of complaints/notifications made within the framework of the Code of Ethics, and protect individuals after filing such complaints,

– Provide job security for the employee who filed complaints/notifications.

– Ensure that complaints and notifications are investigated timely and in a fair, consistent and sensitive manner; and resolutely take necessary actions against violations.

7. NON-COMPLIANCE WITH CODE OF CONDUCTS

Those who violate the Code of Business Ethics and/or company policies and procedures shall be subject to disciplinary action up to and including termination of employment. Investigation disciplinary process shall also be applied to those approving or directing inappropriate conduct and actions violating the ethics code, as well as to those who fail to initiate required process to raise a concern or report a possible violation that they are aware of. Non-Retaliation Policy: Employees will not be retaliated against or subject to any form of reprisal for raising a good faith concern under this policy or participating in an investigation into any such concerns. Retaliation is a serious violation of this Code and should be reported immediately.

7.1. Ethics Representative

The Ethics Representation has the responsibility to investigate and resolve all complaints and notifications concerning violation of the Code of Conduct of STFA and related policies. The Ethics Representation reports directly to the Chairman of the Holding Board. The chairman of the board appoints the Ethics Representative.

7.2. Working Principles of the Ethics Representative

The Ethics Representative conducts its activities within the framework of the principles stated below:

  • Keeps the complaints/notifications and the identity of the complainant confidential,
  • Conducts the investigation with confidentiality as much as possible,
  • Takes all kinds of measures in order to protect personal rights of emloyees who have been accused wrongfully in relation to a misconduct,
  • Has the authority to request information, documents, and evidence concerning the investigation directly from the related department. May analyze all information and documents only within the subject limits of the investigation,
  • The investigation process is recorded in writing. Information, evidence, and documents are added to the record,
  • The investigation is handled in urgency, and resolved as rapidly as possible,
  • Resolutions of the Ethics Representative are executed immediately,
  • Relevant departments and authorities are informed of the outcome,
  • While discharging their duties, the member of the Ethics Representative acts independently of, and without being influenced by organizational hierarchy. They may not be subjected to any pressure or suggestions on the subject,
  • Ethics Representative will provide information to relevant companies with regards to any complaints/notifications. If the complaint/ notification pertains to management level (including not not limited to Senior Management) the ethics representative will not provide such information.
  • If deemed necessary by the Ethics Representative, “expert opinion” may be sought, and experts may be consulted ensuring that the necessary measures taken so as not to violate the confidentiality principles during investigation.

7.3. Notification of Ethical Violation

For questions or to raise any concerns regarding possible violations, you may directly contact the Ethics Representative through the following, mail, telephone or online form available at ethics.stfa.com

Ethics Committee

STFA Yatırım Holding A.Ş.

Adress:   Yeşilvadi Sokak No: 3 Kat: 15 34638,

 İçerenköy, Ataşehir  / Istanbul-Türkiye

Telephone: +90 850 312 78 32

8. ZERO-TOLERANCE POLICY TOWARD VIOLATIONS OF THE CODE

STFA takes a zero-tolerance approach to violations of this Code of Ethics, failure to report actual or suspected violations of the Code, or retaliation against whistleblowers. Employees that are found to have violated this Code or retaliated against whistleblowers, STFA may apply disciplinary provisions.