Corporate

Anti-Bribery and Anti-Corruption Procedure

1. Purpose and Scope

The purpose of the Anti-Bribery and Anti-Corruption Procedure is to set forth the anti-bribery and anti-corruption policies outlined in the EAE Electric Code of Ethics.

The Anti-Bribery and Anti-Corruption Procedure covers all EAE Elektrik employees, including the Board of Directors, as well as companies from which we procure goods and services and their employees; labor brokers, temporary workforce providers, contracted representatives, subcontractors, and other third-party stakeholders. This scope also includes suppliers, consultants, attorneys, external auditors, and any individuals or entities acting on behalf of EAE Elektrik (business partners).

This Procedure is an integral component of:

  • The Corporate Governance Principles approved and implemented by EAE Elektrik, and the EAE Elektrik Code of Ethics,
  • The principles to which we have committed by joining the United Nations Global Compact,
  • The Human Resources Practices.

are integral components thereof.

2. Definitions

Corruption: The misuse of authority, directly or indirectly, for the purpose of obtaining any form of personal gain arising from one's position.

Bribery: Any act whereby a person, directly or through intermediaries, offers, promises, provides, requests, or accepts an undue advantage or benefit with the intention of influencing the performance of duties — including performing, not performing, expediting, or delaying an act related to their role — or whereby a person secures a benefit for themselves, the requesting party, or another individual through an agreement made with another person to act contrary to the requirements of their position.

Bribery and corruption may occur in many different forms, including but not limited to the following:

  • Cash payments,
  • Political or other types of donations,
  • Commissions,
  • Benefits or social advantages,
  • Gifts,
  • Hospitality,
  • Other forms of undue advantages.

Practices related to representation and hospitality are carried out in accordance with our company's Business Travel and Per Diem Practices Procedure.

Conflict of Interest: Refers to any situation in which the financial or personal interests of an employee, their relatives, friends, or individuals/entities with whom they have a relationship may affect or have the potential to affect the employee's impartiality in performing their duties.

Employees are required to disclose any actual or potential conflict of interest in writing to their manager upon hiring, whenever such a situation arises, or during periodic reviews. Managers are responsible for forwarding these declarations to the Ethics Committee. The Ethics Committee records these declarations, periodically reviews the associated risks, and reports them when necessary. Conflict of interest declarations are collected once a year, evaluated by the Ethics Committee, and integrated into the risk analysis report. The level of risk is classified as "Low – Medium – High," and, when necessary, adjustments to roles or responsibilities are planned.

Stakeholders: The governance components that engage in economic, social, and environmental interaction throughout the value chain.

3. Fundamental Principles

Our anti-bribery and anti-corruption principles are built on the foundations of zero tolerance, transparency, and accountability.

4. Duties and Responsibilities

The implementation and update of the Anti-Bribery and Anti-Corruption Procedure fall under the authority, duties, and responsibilities of the Board of Directors. In this context:

  • The Board of Directors shall provide guidance to company management to ensure the establishment of an ethical, reliable, lawful, and well-controlled working environment.
  • Establishing risks, assessments, and necessary control mechanisms in accordance with the principles set by the Board of Directors.
  • Ensuring that the Board of Directors, Company Management, and the Ethics Committee monitor, within their respective areas of responsibility, whether EAE Elektrik's activities are conducted safely and in compliance with applicable legal regulations.
  • Establishing and operating notification, investigation, and sanction mechanisms in cases of non-compliance with the procedure, rules, or regulations.

In addition, all EAE Elektrik employees are responsible for:

  • Comply with the policies established by the Board of Directors,
  • Effectively manage the risks related to their respective areas of activity,
  • Work in compliance with the relevant legal regulations and EAE Elektrik practices,
  • Report to the Ethics Committee any behavior, activity, or practice that violates the general company procedures or this procedure.

Managers are responsible for reviewing their teams' gift and conflict of interest disclosures on a monthly basis and escalating any identified risks to the Ethics Committee.

The Ethics Committee conducts an anti-bribery and anti-corruption risk assessment at least once a year.

5. Suppliers, Service Providers, and Business Partners

Suppliers, service providers, and business partners from whom goods and services are purchased or to whom they are sold are required to comply with the principles of this procedure and all relevant legal regulations. Engagements with any individuals or entities that fail to meet these requirements shall be terminated.

The bribery and corruption risks of suppliers and business partners are assessed prior to contracting. Additional background checks are conducted for suppliers identified as high-risk. Before establishing any new business relationship, the supplier is required to sign our Confidentiality Agreement.

5.1 Selection of Companies and Business Partners

In the selection process of suppliers, service providers, and business partners, factors such as experience, financial performance, and technical capability are taken into consideration along with their ethical standards and positive track record in this area. Even if other criteria are met, the company will not engage with any supplier or business partner that has negative intelligence or adverse findings related to bribery or corruption.

In this context, the responsibility for conducting the necessary due diligence and evaluations before entering into any business relationship primarily lies with company management. The Board of Directors assesses, through its audits, whether these requirements have been appropriately fulfilled. Additional background checks are conducted for suppliers operating in high-risk countries.

5.2 Entering into Agreements with Companies and Business Partners

In agreements and contracts to be concluded with companies and business partners that have a positive due diligence outcome and meet the other criteria:

  • Full compliance with the principles stated in this Procedure and all other applicable regulations,
  • Ensuring that their employees internalize these principles and act in accordance with them,
  • Ensuring that their employees regularly receive training on the Procedure at defined intervals,
  • Providing their employees with regular reminders regarding reporting obligations and the Ethics Committee, and encouraging them to report any such situations they may encounter.

These conditions must be explicitly stated. In the event of non-compliance with these requirements or the occurrence of any situation contrary to the Procedure, provisions must be included allowing the termination of the cooperation and existing contracts for just cause.

6. Our Policies and Procedures
6.1 Bribery and Corruption

EAE Elektrik strictly opposes all forms of bribery and corruption. Regardless of its purpose, the giving or receiving of any bribe is absolutely unacceptable. This procedure is reviewed by the Ethics Committee every three months, and updated when necessary. The revised version is published on QDMS and communicated to all employees.

Training plans and records organized by human resources are periodically reviewed by the internal audit team and the results are reported to the Ethics Committee by the quality unit.

Business relationships with third parties seeking to engage with EAE Elektrik through bribery or corruption must not be maintained. In this context, a risk and opportunity analysis is conducted, preventive controls are established, training and awareness programs are implemented, and all records are retained in an auditable manner.

All employees receive training on anti-bribery, anti-corruption, and our Code of Ethics at least once a year, while new hires are provided with this training as part of the orientation program.

The provisions of this procedure are implemented in accordance with the Turkish Penal Code No. 5237 and all relevant legislation.

6.2 Gifts

A gift is an item that does not require a monetary payment and is typically given by individuals or customers with whom a business relationship exists, as a gesture of appreciation or commercial courtesy.

Any gift offered or given by EAE Elektrik to third parties must be provided openly, in good faith, and without any conditions. The principles regarding the types of gifts that may be given and the requirements for their documentation are defined in the "Gift Acceptance and Giving" section of the EAE Elektrik Code of Business Ethics Procedure.

The same principles apply to the acceptance of gifts, and any gifts or hospitality must be reasonable, business-related, and proportionate. In addition, even when they fall within these parameters, the acceptance of gifts must not occur frequently, and any accepted gifts must be reported by the recipient through their immediate manager to the Company's HR Department and the Board of Directors.

6.3 Facilitation Payments

Individuals and entities covered by this Procedure must not offer facilitation payments to secure or expedite any routine action or process with government authorities (such as obtaining permits, licenses, or official documents).

6.4 Donations

Employees' personal contributions to charitable organizations, made independently of their work, fall outside the scope of EAE Elektrik's Donation and Aid practices. However, the principles outlined in the EAE Elektrik Code of Business Ethics also apply in such cases.

Donations and sponsorships made by the Company may not be used to obtain any commercial advantage. All donations are subject to Board of Directors approval, and the recipient and purpose of each donation must be documented.

All donations must comply with the Law on the Collection of Aid No. 2860 and all applicable regulations. All donation records are periodically submitted for internal audit and reported accordingly.

7. Accurate Record Keeping

The requirements that EAE Elektrik must comply with regarding its accounting and record-keeping system are defined by applicable legal regulations. Accordingly:

  • All accounts, invoices, and documents related to relationships with third parties (customers, suppliers, etc.) must be recorded and maintained completely, accurately, and in a reliable manner.
  • No alterations or falsifications may be made to accounting records or any other commercial documentation, and facts must not be misrepresented.
  • All financial and commercial records must be retained in accordance with the principle of transparency and must be made available to authorized audit authorities upon request.
  • Practices that may lead to corruption—such as fake invoices, fictitious expenses, or fraudulent contracts—are strictly prohibited under a zero-tolerance policy and must be reported immediately to the Ethics Committee.
8. Training and Communication

The Anti-Bribery and Anti-Corruption Procedure has been communicated to all EAE Elektrik employees and is continuously and easily accessible through QDMS.

Training is an essential tool for enhancing employee awareness. In this context, the Human Resources Department designs training programs in which participation is mandatory for all employees.

The effectiveness of the Anti-Bribery and Anti-Corruption Training Program is reported annually to the Ethics Committee through the training management system.

9. Monitoring and Reporting

Anti-bribery and anti-corruption controls are incorporated into the internal audit plan.

The entire system is reviewed at least once a year, and continuous improvement activities are carried out. Corrective action plans are prepared for any findings identified during audits. Internal audits are conducted at least once a year; corrective action plans for identified gaps are created through the CRM system and monitored accordingly.

10. Reporting Procedure Violations

If an employee or any individual acting on behalf of EAE Elektrik is believed or suspected to have engaged in conduct that violates this procedure, the concern must be reported to the Ethics Committee via the email address: [email protected].

EAE Elektrik encourages an honest and transparent approach and supports any employee or individual acting on behalf of the Company who, in good faith, raises genuine concerns. All reports are kept confidential. No employee shall be subjected to pressure or retaliation for reporting, in good faith, a suspected violation of the Code of Ethics to the Ethics Committee. No change in the employee's role, duties, or position may be made for this reason without the written approval of the Ethics Committee. If the individual who made the report is subjected to such treatment, they must inform the Ethics Committee.

Suppliers, service providers, and business partners are also required to regularly remind their employees of the Ethics Committee's contact information and encourage them to report any such concerns. This requirement is secured through the contracts established with these parties.

Matters related to the EAE Elektrik Code of Business Ethics Procedure are periodically communicated and reinforced to all EAE Elektrik employees.

All reports may also be submitted to the Ethics Committee through the grievance and complaint system. The outcomes of the reports are documented by the Ethics Committee, and feedback is provided to the reporting individual in accordance with confidentiality principles.

Employees who report bribery or corruption violations are protected against retaliation, and in the event retaliation is identified, immediate corrective action is taken and reported to the Ethics Committee.

This process is further supported by an anonymous reporting mechanism operated through the Grievance and Complaint System. Employees receive awareness training at least once a year on how to use the grievance and complaint system to submit reports. QR codes, intranet announcements, and noticeboards are used to ensure visibility and accessibility.

11. Procedure Violations

In cases where a situation is or may be in violation of the Procedure, the matter is reviewed by the Ethics Committee, and appropriate sanctions are applied if non-compliant behavior is identified.

Contracts established with suppliers, service providers, customers, or any parties acting on behalf of EAE Elektrik include provisions stating that, if any behavior, attitude, or activity in violation of this Procedure is identified, EAE Elektrik reserves the right to unilaterally terminate the engagement or the existing contract for just cause. These provisions are applied without exception in the event of a Procedure violation. Findings related to Procedure violations are reported to the Ethics Committee through the Grievance and Complaint System or via the email address [email protected]. These findings are incorporated into the annual Process Risk and Opportunity Analysis Report and are reviewed by the Ethics Committee, which formulates systematic improvement recommendations.

Relevant Documentation

  • Code of Business Ethics Procedure (PR-85)
  • Business Travel and Per Diem Practices Procedure (PR-52)
  • Disciplinary Procedure (PR-41)
  • Grievance & Complaint Procedure (PR-74)
  • Process Risk and Opportunity Document (F-118)
  • Turkish Penal Code No. 5237
  • Labor Law No. 4857
  • ISO 37001 Anti-Bribery Management System