Anti-Bribery and Anti-Corruption Policy

1. The Purpose

The purpose of Anti-Bribery and Anti- Corruption Policy is to put forward policies fighting against bribery and corruption. 

2. Scope

This policy covers and is applicable on;

• All Yücel Culture Foundation employees including the people in Executive Board
• Also including the support services regulated by the applicable laws, and their employees; and any person or entities working for or on behalf of our foundation, also including our suppliers, vendors, advisors, lawyers and external auditors.

This policy is an integral part of;

• Corporate Governance Principles approved by the Executive Board of Yücel Culture Foundation and disclosed to the public and Code of Business Ethics of Yücel Culture Foundation,
• Principles which we have undertaken to comply with by joining the United Nations' Global Compact,
• Human Resources Codes of Practice

3. Definitions

Corruption is the misuse of the authority held due to the position for the purpose of gaining advantage directly or indirectly. 

Bribery is a person's gaining advantage or providing advantage to others within the framework of an agreement reached with a third person so that such person acts in breach of the requirements of his/her duty by doing or not doing a work, speeding up or slowing down thereof, etc.

4. Duties and Responsibilities

Implementation and updating of the Anti-Bribery and Anti-Corruption Policy are in the responsibility and duties of the Board of Directors. In this context, the followings are required:

• The Corporate Governance Committee is required to advice the Executive Board of Yücel Culture Foundation for establishing an ethical, reliable, legal and controlled working environment,
• Internal Audit Department, Financial Regulations, Accounting and Legal Department and the Ethics Board are required to evaluate whether operations are carried out safely and in compliance with legal regulations within the scope of their duties,
• In case policies, rules and regulations are not complied with, report, review and sanction mechanisms must be determined and operated.

Moreover all Yücel Culture Foundation employees are responsible for;

• ensuring compliance with established policies of the Executive Board.
• effectively managing the risks associated with their business operations.
• working in a manner consistent with the relevant legal regulations and the applications of Yücel Culture Foundation
• informing the Ethics Board if they encounter with a conduct, activity or application which are in breach of the Policy

5. The Companies from/to Which Good and Services are Bought and Sold and Business Partners

The companies from which goods and services are bought and to whom goods and services are sold and Business Partners must comply with the Policy principles and other relevant regulations. Relations with persons and institutions failing to comply these conditions shall be terminated. In addition to criteria such as experience, financial performance and technical sufficiency, The Executive Board takes into account morality and a positive background in this field during the selection of the companies from which goods and services are bought and to whom goods and services are sold and the Business Partners. The companies and the Business Partners which have a negative information with regard to bribery or corruption are not collaborated even if they meet other requirements. Responsibility for making necessary research and evaluation within this scope primarily belongs to the Executive Board. Internal Audit Department evaluates in its controls whether such issues are complied with.

6. Our Policies and Procedures

6.1 Bribery and Corruption

• Corruption is a criminal offense in every field which Yücel Culture Foundation operates.
• Bribery, which is transgressive in commercial affairs, might be done actively or passively. Bribery can appear as gaining or promising personal advantage directly or indirectly, granting or asking for authorization. Bribery can be given or taken through the mediators.
• Bribery is a criminal offense. Some courts permit the laws of their country to be implemented in other countries when a criminal case occurs. Thus, it does not matter if the criminal act is implemented in the country to which the offender belong to or not. More than one verdict can be implemented on a punishment. Individuals can be punished by a fine, imprisoned for a couple years or levying attachment. The companies, who offer or promise a bribe, granting or taking power for someone else, could be condemned to punitive or administrative fine and the goods they have attained illegally could be retained and administrative results might occur.
• Concerning an official process, providing a personal advantage or on behalf of a third person for the public officer is bribery on duty. The companies who do this kind of bribery could be disqualified from public tenders in addition to the punishments above.
• Bribery could be also transform into the breach of confidence, which is a criminal offense, when the person offers or promises a bribe, grants or takes power by using the assets of company without notice and out of his position, thus damaging the company.

6.2    Gift

6.2.1  Gifts From Suppliers, Service Providers or Other Business Partners

• Yücel Culture Foundation is an important customer for suppliers and service providers (from now on "Suppliers" will be used for both.). Especially people who are responsible for purchasing, all employees might take ethically wrong offers. In such cases, the paragraphs in the below section are implemented on all the employees, primarily the people who are responsible for purchasing.
• Suppliers could be chosen only based on competition. The efforts of suppliers to affect the decision of Yücel Culture Foundation employees through gifts, helps or donations cannot be tolerated. These attempts might be for their personal benefits or on behalf of third persons. Suppliers should be advised that they must not affect the employees. When they violate this rule, they must be warned. In the case that violations are serious and repetitive, the business relation must be ended.
• Yücel Culture Foundation employees are not allowed to accept gifts and valuable stuff directly or indirectly, or acquire illegally. (For example, a share from bank loan, percentage, valuable chattel or any movable, hiring, be exempt from or and make somebody exempt from any responsibility or payment, any service providing advantage)
• The exceptional situations for gifts and invitations are explained below:

- If it is frequent (once or twice a year for each partner),

- Each year and each person/company who gives gift being separated, the total cost of gifts must be lower than 250 Turkish Liras,

- If it is housing for business or it is based on common business practices,

- If it does not violate the law or regulations,

- If there is no probable or potential affect on the decision about the contract the Supplier depends on after the relevant gift or housing is accepted.

• The gifts and invitations could be generally accepted under special circumstances: 

- Promotion gifts (such as pen, calendar, notebook, coffee cup, shirt or other basic outfits) and mostly the gifts with no economic value.

- As long as the invitation is for business purpose (such as in the scope of a business meeting) and the cost of business meal is suitable for the position in Yücel Culture Foundation of the person invited, it is allowed to invite for a meal occasionally,

- It is prohibited to affect the person by giving gifts, help or invitation during these meetings. (such as a gift, help or invitation and ordering something or any relation shaped in the process of tender.)

• One must pay attention to the fact that if the expenses of travelling and housing of the person who is an accompanier are provided or not. Principally, except the cases that the Supplier fulfills its cultural and social responsibilities, it is prohibited to accept the Supplier to pay the expenses. (such as inviting a friend to a dinner in which one must need accompanier). Exceptions are subject to superior's approval.
• It is always prohibited to accept money or its equivalence for personal advantage or third person's advantage. (such as gift cards or gift tokens for some shops). The employee must immediately acknowledge his superior about the attempt. In the case that the superior does not pay attention to the warning, one must acknowledge to another superior or Ethic Notification Line.
• Not being often, the invitations for sports activities, concerts, cultural events, commercial expositions or conferences (once or twice a year for each partner) can be accepted only in the circumstance below:

- If there is a direct business goal (not directly related to the existent business contract)

- If the employee is accompanied by someone who has a business relationship with.

- If the cost of the ticket is suitable for the invited person's position in his country. Acceptance of such an offer is subjected to the superior's approval. In addition to the rejection of the invitation of spouses or friends, the inviting company must be refused to cover travel or accommodation costs.

• If a gift, aid or invitation cannot be accepted due to these rules, the person should politely reject it and talk about this policy. If the gift is sent in advance, it must be returned. 

6.2.2 Gifts to Government Authorities and Government Officials

The rules set out in Section 6.2.1 also apply to the public authorities, government officials and third parties associated with them. Employees of the Foundation should refrain from a promotional gift to a government official that will affect the decisions of a person in the performance of their official duties. For this reason, all employees are prohibited from taking any action or taking any measures that may be subject to this pressure. It is in principle prohibited to give, offer, promise or authorize money or equivalents or gifts, aid or donations to any government or government officials.Exceptions are subject to prior approval of the Foundation official and the ethical representative. Invitations to regular business lunches for civil servants require prior approval from the employee's supervisor. Making payments or securing non-cash equivalents, invitations, gifts, donations or grants (also known as acceleration payments) is always prohibited in order to secure or expedite the routine procedures of government officials or private sector employees.

6.3. Personnel Rotation and Internal Audit

• In addition to appropriate recruitment practices and appropriate training, Yücel Culture Foundation should take other measures to reduce the risk of corruption.
• In order to reduce the risk of corruption, the duties of the personnel exposed to corruption should be regularly changed or rotated. Failure to make such changes could result in an employee being exposed to benefits and gifts from business partners for personal or third parties, or becoming too close to business partners, thus losing the critical distance necessary to pursue the interests of the Foundation.
• Employees are referred to the double control rule in all business transactions of significant value. Since two people will always see and perceive more than one person, they create an effective control against conscious or unconscious misconduct in purchasing and procurement activities.
• The double control rule also applies to the separation of operating and supervisory functions. For example, checking and allocating an invoice should not be performed by the same person who made the order. Only very low orders are the exception to this rule. 

7. Correct Recording

Issues which Yücel Culture Foundation must comply with in relation to accounting and recording system are regulated with legal regulations. Accordingly;

• All kinds of accounts, invoices and documents belonging to relations with third parties (customers, suppliers, etc.) must be recorded and kept in a complete, accurate and reliable manner.
• Falsificationanddistortion must not be made on accounting or similar commercial records related to any transaction.

8. Appointment of Representatives and Consultants

Rules prohibiting bribes to employees of business partners or public organizations cannot be avoided by appointing representatives or consultants. The contractor's and consultant's contracts may be subject to review in internationally relevant country legislation.

In order to ensure that representative and advisory contracts have a legitimate business purpose, attention should be paid to the following:

• As with all other commercial transactions, the identity of the parties must be clear. This includes persons acting on behalf of an organization, partnership or other legal entity. For new business partners in areas that have not been contracted in the past, and in case of doubt, natural persons should be asked to present their identity. Companies and other legal entities must give official approval of their assets (commercial registration summary, good health certificate, etc.),
• The contractual partner must include his / her name, address, names of persons acting on his / her name and bank accounts to be used for receiving payments,
• In principle, there should be no contracts with companies in countries considered tax havens (hereinafter referred to as "offshore companies"). If it is inevitable to conclude a contract with an offshore company, it must be ensured that the owner or owners of the company are specified and their documents separated from the contract. Particular attention shall be paid if contracts are addressed only to companies with mailing boxes,
• The service of the representative or consultant should be described in special circumstances. If compensation is paid after a transaction has been successfully completed, the contract should include a clear language indicating what it means to complete a transaction.
• If a service is received from a consultant, it should be shown in what ways (verbal / written? How detailed? Is there evidence?) And at what intervals the reporting is requested. The reporting task of the consultant should be supervised. If the consultant is not required to provide written reporting duties, the employee must maintain evidence of oral reports, telephone interviews and meetings,
• The option to renew or extend the contract as well as its duration must be clearly stated,
• The fee must be in proportion to the services of the consultant,
• There should be provisions in the contract that the representative or consultant agrees to comply with all existing laws linked to the contract, including tax, anti-corruption and anti-competition or anti-monopoly laws. Any breach of these clauses by the representative or consultant shall be considered as a serious breach of the contract and shall give Yücel Culture Foundation the right to terminate the contract immediately,
• The relevant legal department should be involved early enough to check that the company's policies and regulations are being respected, • Except in rare cases, government agencies, government officials or politicians should not be party to representative or advisory contracts.

9. Training

• All employees at risk of bribery due to job descriptions should receive training based on the obligations set out in this policy.
• Employees should be informed about this policy and related issues by their supervisor during on-the-job training.
• This policy should be shared in electronic format.
• Regular in-house expert meetings or external training programs should also be used for follow-up training.
• Initial and follow-up training should be documented. Relevant employees should receive anti-corruption training at least once every two years.

10. Notification of Policy Breaches

• If an employee or a person acting on behalf of Yücel Culture Foundation has any opinion or suspicion that it is contrary to this Policy, it should be communicated to the Yücel Culture Foundation Ethics Representative and the Ethics Committee. Issues related to the Code of Business Ethics are periodically reminded to the employees of the Foundation.
• Yücel Culture Foundation promotes an honest and transparent approach; supports any employee who expresses sincere concern in good faith or a person acting on behalf of the Foundation and keeps the notifications confidential. No employee may be subjected to pressure or punishment due to a notification that he believes that there is a violation of the Code of Ethics by the Yücel Culture Foundation Ethics Representative and / or Ethics Committee.
• If the notifier is subjected to such treatment, he or she must forward it to the Ethics Committee. It is expected that the company or business partners receiving goods and services will also regularly remind their employees about the role of the Yücel Culture Foundation Ethics Representative and encourage them to notify them if they encounter such situations.

11. Policy Breaches

• In case of a violation of the policy or the possibility of it, the subject is examined by the Ethical Representative and Ethics Committee of Yücel Culture Foundation and necessary sanctions are applied in case of inappropriate behavior.

12. Enforcement

This policy was put into practice with the decision of Yücel Culture Foundation's Board of Directors dated 23.07.2019 and numbered 175 and the Board of Directors is responsible for its execution.

YKV Content:1424