ŞOK Marketler Code of Conduct
Regulatory Compliance and Responsibilities
We conduct all activities and operations in Turkey and abroad in compliance with applicable laws and international law. We value accurate and timely communication in our relations with regulatory authorities. We conduct business in compliance with the law, regulations and professional standards, as well as the Yıldız Holding Code of Conduct.
Human and Employee Rights
We respect human rights, individual differences and the personal traits of individuals. We are committed to providing equal opportunities to our employees and candidates who apply for a position in the Company. We protect the confidentiality of their personal information. We do not discriminate with regard to gender, race, religion, language, marital status, political opinion and disability.
We provide our employees with a working environment where they feel safe, comfortable and valued, and that fits the nature of the job performed.
As ŞOK Marketler, we reject the use of child labor other than in those cases permitted by law. We do not work with any supplier or contractor that uses children as a means for labor. We utilize impartial methods and practices to measure our employees’ performance, and ensure, looking at their results, that they are offered opportunities for improvement in the related areas. We promote a system where solidarity and collaboration are fundamental, and achievements are shared, rather than tolerating a negative environment based on competition. We encourage off-time social activities that enrich our employees’ social lives.
We consider it fundamental to stand in solidarity with employees and their families in extraordinary situations such as natural disasters.
Mobbing
Mobbing is defined as intimidation of employees by psychological violence, pressure, obstruction and harassment. We develop measures to prevent mobbing attempts – which are considered a crime in Turkish Criminal Law – that will protect our employees against such treatment. We care about protecting our employees’ dignity and we do not tolerate any breach of their personal values or allow them to be terrorized by emotional attacks of any kind, including psychological pressure and harassment, from any person or organization.
Environment, Health and Safety
As an environment-friendly company, we conduct our activities in full compliance with environmental legislation. We work to prevent the pollution of air, water and soil, while implementing recycling and re-use processes to minimize waste. We develop methods to protect natural resources including energy and water conservation and undertake efforts for efficient use of energy and materials.
We identify risks for urgent environmental issues and take measures to minimize them. We provide employees and subcontractors with courses on environmental protection to raise their awareness. We observe all laws and regulations on occupational health and safety. We implement the principles of ‘Risk Management’ in order to create a safe and healthy working environment. We ensure and require that adequate personal protective equipment is used, and that safety measures are taken.
We prohibit the use of alcohol and drugs at work, and/or in a manner to impact performance, and we prohibit smoking in areas other than designated smoking areas.
We ensure that our employees are aware of their important responsibility and role in the implementation of corporate policies and regulations on workplace health and safety. We value the health of society and consumers as a retail company.
Our Responsibilities to Shareholders
We manage the resources and assets of our company with efficiency and foresight, in favor of the interests of our shareholders. We also consider shareholders’ opinions in decision-making processes. We regulate our relations with them in the context of financial discipline and transparency. Any sales and purchase transactions regarding our public company are conducted in accordance with legal procedures.
We invest in areas that will boost our competitive power and generate high returns by taking into account sustainable profitability. Our announcements to the public and shareholders provide timely, accurate and comprehensible information regarding our financial statements, strategies, investments and risk profile within the scope of the applicable laws.
Political Activities
ŞOK Marketler does not engage in collaborative or supportive actions with political parties or groups acting for their interests and does not conduct activities on behalf of political parties. Any decisions by our employees to contribute to any political or social activity are entirely personal decisions. However, we request that our employees conduct their political activities outside working hours and that they do not solicit their colleagues regarding these topics. Furthermore, our employees are strictly prohibited from using the Company name, their position, their title or the Company’s resources for any political activities.
Social Responsibility, Volunteering, Donations and Sustainability
In line with our social awareness, we participate in projects to contribute to the development of society and we make donations. We require that our corporate donations and social support are carried out for projects, organizations and institutions in compliance with our internal regulations, the Yıldız Holding Code of Conduct and the Company’s reputation. We do not provide donations for private accounts and for-profit organizations. We encourage employees to participate in social activities in fields such as environment, health, education and sports, provided that their individual volunteering efforts are undertaken with their resources, take place outside the workplace and do not interfere with their work performance. We pursue human and social healthcare and protect the environment in our own activities and in the activities of our suppliers and business partners.
Our Responsibilities to Third Parties
Relations with Public Organizations and Institutions
In conducting our activities and operations, we treat public institutions, organizations, civil society organizations and political parties equally, without seeking interest. We avoid any relation, influence and action that may interfere with taking fair and impartial decisions regarding our activities. We do not provide any benefits of pecuniary and non-pecuniary value to public officials. We provide timely, accurate, correct and comprehensive information to the public and our shareholders. We provide the public with any kind of information, including developments and changes, that might have an effect on the value of the investments traded in the capital markets, within the legally defined terms. We protect the confidentiality of insider information that has not yet been made public. We hold employees who are involved in bids, tender preparations and negotiations accountable for the accuracy and truth of all their statements, correspondence and declarations to relevant parties.
Relations with Suppliers and Business Partners
Honest and fair treatment in our relations with suppliers and business partners is always essential for us. We expect suppliers and business partners to comply with ŞOK Marketler’s Ethical Principles and Code of Conduct, to share these values, and act accordingly. We make it mandatory for our suppliers and business partners to maintain compliance with laws and regulations, to respect their employees’ rights, and to observe standards in fields such as environmental protection.
Relations with Customers and Consumers
The satisfaction and comfort of our customers and consumers is a top priority. We abstain from practices that are unfair or misleading in our relations with them. We handle customers’ opinions, requests, and complaints and take them into account in our decisions. We promptly solve any and all supplier-related problems from the time of shipment to delivery, and work to make sure product quality exceeds customers’ expectations. We aim at providing the best service by focusing on changing customer and market needs.
Relations with Competitors and Compliance with Competition Laws
We are committed to acting in full compliance with applicable fair competition rules and applicable laws and regulations in effect in Turkey. We require our employees to comply with these laws and regulations. We do not deliver statements against our competitors and their directors and abstain from any remarks that may lead to speculations about them. We do not resort to unethical means to access information about other companies. We also have practices in place that prevent employees from resorting to such means. We prohibit employees from delivering remarks on information that shapes or impacts our competitive actions. Furthermore, we do not tolerate industrial espionage by our employees, nor bribery and/or theft.
Media Relations
We follow an open and transparent communication model with the media. We ensure that our corporate messages, information and announcements do not mislead public opinion. We treat all media organizations equally and impartially. We respond to the requests from the media regarding ŞOK Marketler’ financial data or the industry in coordination with the Corporate Communication Department in charge of these matters. We forward inquiries and requests from the media to the relevant departments. We prefer to have written communications with the media.
Distinction of Corporate and Personal Interests
Definition of Conflicts of Interest
A situation in which employees, family members, and close relatives benefit from commercial activities conducted with the suppliers of ŞOK Marketler is defined as a conflict of interest. We do not permit employees to work in the position of the Company’s supplier. Similarly, neither their family members nor relatives may be suppliers of the company our employees are affiliated with. We prohibit employees from investing in, or lending money to, our suppliers in a manner that conflicts with corporate interests. Similarly, we do not allow our employees to benefit from special advantages and conditions provided by the supplier to the Company for their personal interests. We advise employees to consult Yıldız Holding’s Ethical Board and their supervisors to determine whether actions of this nature constitute a conflict of interest.
Accepting or Giving Gifts or Benefits (Credit, Discount etc.)
We prohibit employees from giving or receiving cash or redeemable gifts from ŞOK Marketler’s suppliers that might have an impact on their impartiality and decisions. Our employees are rewarded with gifts through the internal reward system in place at the Company. Employees are obliged to comply with relevant corporate regulations on accepting and giving gifts.
Investments by Employees
We compel the employees of our public companies and their employees who have internal access to information to act in accordance with the Disclosure Policy and regulation of the relevant company. We prohibit our employees from investing in or lending money to the parent company or branch of any supplier affiliated with the Company without the permission of the Chair; or demanding profit from special benefits and conditions introduced to the Company for the suppliers or customers, for personal interest.
Purchase and Sales Policy of the Company’s Equity Shares
We compel our employees to comply with legal regulations and the Company’s internal procedures regarding the trading of Company equity shares to avoid any conflict of interest.
Duties Outside the Company
We expect our employees to comply with their employment agreements and loyalty rules. In accordance with the Company’s enforced regulations, we do not permit our full-time employees to work for any other organization outside our Company. We do not permit our employees to conduct activities directly or indirectly defined as “tradesman.” Likewise, our employees are not permitted to be employed by competitors or companies that have business relations with the Company. We allow our part-time employees, or employees with consultant status, to conduct outside activities, with the exception of competitors, provided that they inform the management of the company they are affiliated with.
Participation by Employees as Speakers in Events
According to the Company information policy, appointed Company spokespeople/representatives may share information approved by the corporate communication and other relevant departments with the public. Any charges incurred due to any duty representing the Company, conducted in any kind of association, employer union or similar non-governmental organization shall be covered by the relevant organization. Any payments made by third parties to the employees of ŞOK Marketler in exchange for a seminar speaker charge or similar service shall also be covered by the relevant organization. With the exception of gifts with pecuniary value, our employees may accept symbolic mementos such as awards, shields, plaques, etc.
Relatives and Friends
Managers authorized for employment decisions may not hire their first-degree relatives and their relatives. We require our employees to notify the Company in written form within one month in the case that any of their first-degree relatives are employed in critical positions by any competitor.
Representation and Entertainment
We have representation funds available for customer entertainment and expenses for business meeting costs. We prefer representation costs to be used only in the relevant areas. We don’t allow their transfer from one budget spending area to another. It is essential that all expenditures are documented by invoices; invoices from other entities may not be obtained for expenditures that are not invoiced. We require legally compliant notes of expenses where necessary. Non-deductible expenses are kept in non-deductible expense accounts and are recorded to the receivable accounts of the relevant companies. Business-related entertainment activities are carefully examined according to corporate standards and relevant internal regulations and are approved by the Company’s senior management. Any entertainment expenses other than these are not permitted.
Insider Information
Our employees are prohibited from disclosing any publicly undisclosed information to third parties, either for their personal interest or for the interest of anyone outside the Company. It is strictly prohibited for any employee with access to insider information to profit and/or provide profit to third parties by using such information (insider trading). Persons with access to insider information include the Chair and the Members of the Board of Directors of the public company, managers (directors and senior management), auditors, those who may have access to insider information during the execution of their professions and duties, and those who directly or indirectly may have access to insider information because they are known to have contact with the persons mentioned above. We compel the employees of the publicly-held ŞOK Marketler, and our employees with access to corporate information, to comply with the obligations indicated in the relevant Communiqué of the Capital Markets Board and Company policies. Employees of ŞOK Marketler, other than those indicated above, may freely purchase and sell ŞOK Marketler equity shares, by assessing publicly disclosed information without any time limitation. The practices indicated above are also applied to first-degree relatives of the persons mentioned above, and any procedures conducted by first-degree relatives shall be considered to have been conducted by the persons mentioned above.
Anti-Money Laundering and Anti-Corruption
Any kind of aiding and abetting of a person committing a crime or breaking the law by means of legitimizing the sources of income or merchandise, providing direct or indirect profit using deceptive means and tools, participation in any process aimed at investment, or concealment or laundering of the resources obtained by means of such activities, are defined as money laundering. We compel our employees to take great care to fight against money laundering and corruption. For this purpose, our employees are obliged to comply with all provisions of the enforced laws, regulations and Company policies. ŞOK Marketler is committed to fighting against money laundering activities and supporting efforts regarding the prevention of money laundering activities.
Protection of Company Assets and Data Confidentiality
Protection of Corporate Assets
Our employees are responsible for the proper use of all active assets and resources of the Group, including intellectual property rights, technology, computer hardware, and support, software, immovable properties, machinery and equipment, raw materials, company vehicles, and cash reserves. The equipment, systems, facilities and assets of ŞOK Marketler may be used solely to execute the operations of the Company, or for purposes permitted by the management. Unless it is otherwise specified in the regulations published by the Company, Company assets may not be used by our employees for personal purposes or for the benefit of any person outside the Company. We expect our employees to use Company assets in compliance with corporate principles and regulations. We take preventive measures against the use of Company assets by unauthorized third parties or damage to Company assets.
Use of IT Resources
The IT resources of ŞOK Marketler contain all computer hardware owned, leased by or leased to the company. The hardware in question covers any kind of software, PCs, laptops, network servers, internet access, intranet and e-mail access devices. All IT resources of ŞOK Marketler, any information created, stored or transferred using these resources are the property of ŞOK Marketler. Our employees are required to use these resources properly and responsibly for work purposes in accordance with the laws and company regulations, and take necessary precautions to protect these resources and prevent the access by unauthorized third parties.
Confidential Information and Principles of Protection of Confidential Information
The scope of the confidential information of ŞOK Marketler includes, but is not limited to, the following:
“Commercial information, technical data, financial data, production data, customer information, personal information, product information, equipment and application information, technical formulas and drawings, system and program information, purchase information, engineering information, regulations, work plans and all information not disclosed to the public.” This information is not defined as confidential but is confidential. While performing their duties, our employees protect all confidential information/documents they have access to. The confidential information they access is used only for the benefit of the work they conduct for the Company, within the framework of legal and ethical rules. Our employees are strictly prohibited from disclosing any publicly undisclosed information to third parties for personal gain or for the benefit of anyone outside the Company.
Even when our employees terminate their employment, they are strictly prohibited from directly or indirectly using or allowing the use of any confidential information or documents of the Company that are indicated above, either in writing or verbally, for personal gain or for the benefit of third parties, without the written permission of the Company.
We expect our employees to pay utmost attention to matters of data confidentiality and security while using any kind of IT resources and electronic communication tools. We expect our employees to comply with the Company’s policies and instructions without exception, and to take the necessary precautions to prevent access by unauthorized parties to confidential information or any leakage of confidential information.
Intellectual Property Rights
The scope of the “Intellectual Property Rights” of ŞOK Marketler includes, but is not limited to, the following:
“Intellectual rights of ŞOK Marketler such as brands, patents, databases, printed communication materials, processes, advertisements, product packages, labels and plans (marketing, production, technique), product designs, know-how and any information, including any kind of innovations written, invented, developed, produced or implemented by employees.”
Any commercial/financial rights of intellectual properties generated by our employees during their employment and execution of their duties using Company resources, such as products, designs, programs etc., are the property of the Company and no person or party may make any claims against the Company regarding this matter.
We expect our employees to be aware that any correspondence, written material, documents or records, special process information, regulations, and the Company’s private work flow information – confidential or not confidential – are the property of Yıldız Holding and its affiliated companies and must remain within the Company.
We stipulate that our employees comply with all rules and laws regarding software licenses, patents and copyrights and, in order to enable them to conduct their work, we legally supply all necessary software and copyrights. Employees may not use our account illegally.
Product and Service Quality
We act in accordance with the legislation of the countries where we conduct our activities and contribute to the establishment of legal regulations aimed at providing product quality and consumer wellbeing.
We conduct our activities in accordance with such international quality standards as ISO 90001, 14000, and 450001, and implement all our quality certificates together with our employees. We provide our customers with easily accessible high-quality products and strong brands, along with the best service.
Abuse and Irregularity
We abstain from bribery, deceptive or any other unethical conduct in the countries and business areas where we conduct activities.
In business relations where our employees are responsible, we compel our employees to act in accordance with relevant laws or regulations, to avoid deliberate partnerships with parties that violate such laws and regulations, and to abstain from any means that are deceptive, dishonest or unethical.
We prohibit our employees from using their authority for their personal gain and/or for the benefit of their relatives, and from exercising their agency beyond the due care expected of them, which could cause harm to ŞOK Marketler.
We do not permit our employees to gain any direct or indirect personal profit from any purchase and sale activities, transactions and agreements to which ŞOK Marketler is a party.
We expect our employees to immediately notify their managers and/or the Yıldız Holding Ethical Board in the case of any irregularities of such nature in any business relations.
Accuracy in Records and Financial Reporting
Accurate and Complete Bookkeeping
It is essential at ŞOK Marketler that all records are kept in accordance with the legislation. The documents of commercial and financial transactions must reflect the real situation. No payment used outside its intended purpose shall be made or approved.
Presenting Accurate Information and Financial Reports to All Necessary Parties
In all their services and transactions, ŞOK Marketler provides accurate, complete and timely information transfer to all investors, customers, suppliers and official authorities in accordance with the legislation.
Advertising and Promotion
ŞOK Marketler does not give deceptive or misleading advertising or make false statements in their sales and marketing activities. Our advertising does not contain any gender, religion or race discrimination or any elements of individual humiliation and violence.
Compliance Responsibility and Notification of Violations
Should the ŞOK Marketler employees need guidance with respect to Ethical Conduct and Working Principles they should consult the relevant ethical conduct guide, a senior manager, the relevant human resources manager and the Ethics Committee (ethics.notice@yildizholding.com.tr). Employees are required to report any action or situation they consider to be in violation of ethical rules, as follows: In writing, to ŞOK Marketler’ CEO, or to the Ethics Board via e-mail (etik.bildirim@yildizholding.com.tr). Although signed notifications of ethical violations are preferred, anonymous notifications of ethical violations are also taken into consideration. The evaluation of violations is conducted by the Ethics Board. The opinion of the relevant support department (Legal, Auditing, HR, etc.) is solicited when necessary. All notifications are kept confidential. Notifications are reviewed by the Ethics Board and appropriate actions/measures are taken in accordance with the Board’s decision. ŞOK Marketler is committed to protecting the rights of employees who submit reports to the Ethics Board. Retaliation against employees who report ethical violations is prohibited, and necessary actions are taken against persons who attempt to retaliate. We expect our employees to adopt attitudes in accordance with an awareness of their responsibilities and work ethics, and to act in line with the meaning and the purpose of the Code of Conduct.