Ethical Principles
20 June 2013
Version 1.2
Legislation and Compliance
Fibabanka A.Ş. Ethical Principles
CONTENT
1. PROCEDURE SUMMARY ……………………………………………………………………..2
2. PROCEDURE BACKGROUND ………………………………………………………………..2
3. PURPOSE…………………………………………………………………………………………2
4. SCOPE…………………………………………………………………………………………….3
5. GENERAL RULES AND PRINCIPLES…………………………………………………………3
5.1. EXERCISE OF PROFESSINAL DUTIES AND BEHAVIORS ………………………... 3
5.2. PERSONAL TRANSACTIONS OF THE EMPLOYEES AND INTRA-BANK
RELATIONS................................................................................................................7
5.3. PROFESSIONAL DUTY OF CONFIDENTIALTY ……………………………………….9
5.3.1. DUTY OF CONFIDENTIALITY………………………………………..…………....9
5.3.2. RULES OF CONFIDENTIALTY ………………………………………………….10
5.3.3. USER NAME/PASSWORD…………………………………………………….....10
5.4. INTERNET AND ELECTRONIC MAIL………………………………………………......10
5.5. DISCIPLINARY ACTION... ……………………………………………………………….10
6. DISTRIBUTION………………………………………………………………………………….11
7. SANCTIONS…………………..………………………………………………………………...11
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Fibabanka A.Ş. Ethical Principles
1. PROCEDURE SUMMARY
Procedure Name
Ethical Principles
Version
1.2
Procedure Owner
Legislation and Compliance
Enforcement Date
20.06.2013
Revision Date
20.06.2013
Revision Frequency
When Necessary
Status
Approved
2. PROCEDURE BACKGROUND
Numbe
r
1
Version
1.1
Date
Prepared By
(Name/Surnam
e and Position)
07 June
2011
Serdal Yıldırım,
Legislation and
Compliance
Manager
Amendment
-
2
1.2
20 June
2013
Serdal Yıldırım,
Legislation and
Compliance
Manager
-
-
-
Article
5
Definitions
was
removed.
Legal Consultancy was added to
article 6.1.1/k.
Article icons were changed and
formats were aligned.
The phrase “CEB” in articles
6.1.6 c and e was amended as
“FIBA”.
Article 6.1.8 was amended in
line with new Capital Markets
Law.
The third subparagraph of article
6.2.2 was removed.
3. PURPOSE
Starting from the purposes of ensuring the sustainable growth of Fibabank, improving the
quality of banking services, making best use of resources, and preventing unfair competition;
the Bank is required to govern its relations with other banks and institutions and with its
3
Fibabanka A.Ş. Ethical Principles
customers, stakeholders and employees in line with the ethical principles. This document
contains the ethical principles need to be followed by all Fibabank employees and serves as
a guide in carrying out their works based on this purpose. These Ethical Principles designate
the rules for transactions related to banking, finance and insurance activities as well as the
equities and/or derivative products traded in the organized markets.
The main purpose of ethical principles to be applied in all types of businesses and
transactions that Fibabank shall conduct with other banks, customers, stakeholders,
employees and other institutions is to ensure the continuity of the Bank’s existing sense of
reputation and credibility, maintain and further enhance that sense of reputation which is also
called as professional honor and preserve the confidence to the Bank.
4. SCOPE
These Ethical Principles shall be binding on all employees, including also the members of the
Board of Directors and the Executive Committee, employed in Fibabank (the “Bank”) and its
subsidiaries for a definite or an indefinite period as well as on all natural and legal persons
rendering outsourced services and consultancy services to these companies on a continuous
or occasional basis.
5. GENERAL RULES AND PRINCIPLES
5.1. EXERCISE OF PROFESSINAL DUTIES AND BEHAVIORS
5.1.1. General Obligations
The Bank and its subsidiaries are required to act and operate in line with the following
general principles to protect the rights and interests of savers, to ensure trust to the Bank
and, by taking the requirements of stabile growth into consideration, to secure the effective
operation of the Bank and the companies under the supervision and management of the
Bank, to prevent any transaction or practice that could be severely harmful to the economy
and to protect the social benefits and the environment.
-
The employees are strictly banned for using the information they learned in carrying
out their duties, either directly or indirectly, for their own interests or to harm third
parties.
-
All employees are obliged to perform their duties in accordance with the principles of
honesty and integrity. The employees are obliged to comply with all legal regulations
they are subject to related to their duties; and also with all professional disciplinary
rules and established standards of professional behavior applicable for transactions
related to banking, finance, insurance sectors and trading of equities and/or derivative
products.
-
The employees, especially the members of the Board of Directors and the Executive
Committee and the managers and those who are in equivalent positions, are obliged
to perform their professional obligations by showing the care and diligence expected
from an employee who acts in a prudent manner and in compliance with the
principles of risk management and show the necessary care to the system security.
The priority must always be given to the interests of the customer whatever the type
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Fibabanka A.Ş. Ethical Principles
of service the Customer (account holder, insured, investor, credit debtor, etc.)
receives from the Bank.
Pursuant to these general provisions, the Bank employees are obliged to adhere to the
following rules in performing their duties:
a. They stick to the principle of honesty in their relations with the customers, employees,
stakeholders, group companies and other banks, institutions and organizations.
b. They immediately inform any conflict of interest that may prevent them acting in
accordance with the standards of professional behavior to the relevant person within
the hierarchical structure and to the Legislation and Compliance Division.
c. They immediately inform the use of information acquired in the performance of duties
in any way contrary to legal regulations to the relevant person within the hierarchical
structure and to the Legislation and Compliance Division.
d. For all service and transactions, they provide clear, understandable and accurate
information to the customers in a sense of mutual trust, and they perform the
customer services in a timely and complete manner.
e. They adhere to the highest professional standards related to the professional
activities.
f.
They ensure the protection of all of the Bank’s and of its customers’ assets in most
appropriate way.
g. They inform their customers on issues such as the underlying rights and
responsibilities, benefits and risks attached to the products and services in an easily
understandable and clear manner. They carry out their works in a diligent and
transparent manner.
h. They use the tools and equipment provided to the employees in accordance with their
intended purpose, inform the failures or damages that may occur, use the resources
in an efficient and economical manner.
i.
They provide all information requested by the customers about their own accounts
and investments in an accurate, complete and timely manner by adhering to the
Bank’s internal regulations and the limitations specified in legislation.
j.
They handle the customer complaints in a fair and objective manner and without
delay. The Bank employee facing with any customer complaint is obliged to make
such complaint solved in accordance with the Bank’s internal Customer Complaints
Management procedure.
k. They cooperate with the supervisory authorities to the extent permitted by the
relevant laws and answer the requests received from such authorities in coordination
with Legislation and Compliance Division or Legal Consultancy.
l.
They do not discriminate any nationality, religion, financial and social status, gender,
etc. in rendering service.
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Fibabanka A.Ş. Ethical Principles
m. They adopt the fight against the laundry of criminal proceeds, irregularities and similar
crimes as an important principle within the frame of the international norms and the
provisions of national legislation; and show the utmost care to cooperate with the
Legislation and Compliance Division and also with other institutions and organizations
and competent authorities.
5.1.2. Execution of Works in the Working Hours
The Bank and its Subsidiaries show the necessary care and diligence for the emp loyment
of sufficient number of personnel required by the workload, organize their employees in a
way that they yield maximum productivity in the working hours, show utmost effort to
enable the official working hours not to be exceeded and make their emplo yees use their
annual leaves regularly.
-
In the official working hours, each division and the units within each division must be
on duty or accessible in case any request is directed to them. The
responses/services to be given to such requests must be rendered on the basis of
existing possibilities without delay.
-
Each employee, pursuant to the policies of his/her division, is required to organize
the proper execution of his/her duties by another employee in case of temporary
absence from their duties.
-
In cases where the number of personnel in the Bank is temporarily not sufficient,
such as in lunch-breaks, the employees working in divisions who cannot render a
support service in a proper manner must immediately inform their managers of such
a situation.
-
Besides the personal responsibilities of each employee for the above-mentioned
cases, the managers and other senior authorized employees are also required to
provide a solution to the relevant situation.
-
The absence of Bank employees or their temporary unavailability on their duties
shall not constitute just cause for the relevant division not to perform its functions or
not to answer the questions directed to it in a timely manner.
5.1.3. Competence, Care and Transparency
A. All employees are required to behave to their customers in a responsible, unbiased,
ethical, transparent and cautious manner and give priority to the customers’ interests
within the limits of the legislation.
B. The employees, during the execution of products/services rendered by the banks and
intermediation of trading activities, may provide written or verbal information in
advisory nature to their customers about the capital market instruments, the
partnerships and institutions that issued these instruments and the market trends.
Such cases are not considered within the scope of investment consultancy services.
However, the information provided must be fair and objective, not intended to serve
the purpose of fulfilling the needs of any specific person, group or portfolio, and not
provide any additional material benefit in return.
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Fibabanka A.Ş. Ethical Principles
C. All employees, especially for the capital market transactions, are required to;
 search for the optimum market conditions to conduct the transactions within
the limits of the orders placed by the customer,
 search for the optimum market conditions to exercise the “sales and
purchase” orders in cases where a discretionary power is given by the
customer for the timing of the transaction,
 refrain from encouraging the customers for entering into multiple transactions
which do not serve their interests and especially wherein the main purpose is
collect additional commission or which are against the customer’s interest in
all aspects,
 give understandable and correct information about the risks of the products
being offered.
5.1.4. Equal Treatment
They offer the same quality and the same level of service to all their customers. On the other
hand, differentiating the organizational structure and product range in accordance with the
target group on the basis of designated target market or adopting different approaches to the
customers in different risk groups cannot be interpreted as a discrimination or categorization
of the customers.
5.1.5. Priority for Customer Interests
The employees are obliged to give absolute priority to the interests of the customers with the
necessary care and diligence that a cautious employee would show and in accordance with
the Bank’s internal regulations.
5.1.6. Conflicts of Interest
The Bank and its Subsidiaries should refrain from any conflict of interest that may arise
between themselves and their employees, themselves and their customers or between the
customers insofar as possible, and all measures necessary to achieve this must be taken. In
cases when it is not possible to prevent a conflict of interest in an absolute manner, then
such issue must be informed to the Legislation and Compliance Division as to be solved in a
transparent and unbiased manner.
Some examples of conflicts of interest that require special care and attention are given
below:
a. A recommendation for the purchase of derivative products that would generate profit
to the Bank but put the entire capital of the customer at risk.
b. A recommendation for the purchase of a specific product to achieve the sales target
of a Bank employee but which is not suitable for the customer.
c. A recommendation for the purchase/sale of the equity stocks in the
acquisition/merger/public offering projects where Fiba Group acts as a financial
advisor.
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Fibabanka A.Ş. Ethical Principles
d. A recommendation for the purchase of an equity stock just to enable another
customer to sell such equity stock and thereby to earn commission from these
transactions.
e. A recommendation for an equity stock offered to the public just to enable a group
company to fulfill its undertaking in a public offering project where Fiba Group
intermediates its public offering but which is not suitable for the customer.
f.
Conduct a transaction without the knowledge and instruction of the Customer even
though it is for his/her favor.
5.1.7. Obligation to Serve the Customer
1. The employees are required to show all type of efforts necessary to establish an open
and accurate communication with their customers, to enable the Customer;
a) to give a right decision for the transaction he/she conducts by providing
information to the Customer about the potential risks, benefits and financial
outcomes of such transaction that he/she shall conduct,
b) to understand the outcomes of the transactions carried out according to
his/her own instructions and in his/her name, and in which cases his/her
orders cannot be fulfilled, and in which cases any amendment or cancellation
of such orders can be based on a justified reason.
2. The employees, in order to fulfill the foregoing issues, are required to have sufficient
knowledge about the risk and return preferences of their customers, their purpose of
investment and financial positions. In this context, the employees must take the
financial position of each customer and the outcomes of such transaction in terms of
the risk profile of the customer, and the knowledge, experience and education level of
the customer into consideration.
5.1.8. Prohibition on Misuse of Information
The employees do not place a sell or buy order, and do not change or cancel the order they
placed, for the relevant capital market instruments based on information about the capital
market instruments or issuers which has not yet been announced to public and may, either
directly or indirectly, affect the price and values of such capital market instruments or the
decisions of the investors.
5.1.9. Market Protection and Social Responsibility
-
The Bank and its Subsidiaries, in all their operations, show the utmost care and
diligence, in addition to the profitability, to protect the social benefit and support the
social and cultural activities in light of the principles of respect for the environmental.
-
Distributing or spreading wrong or misleading information, engaging in fictive
buying/selling transactions, or participating at other illegal operations which may lead
to a change in the ordinary functioning of the stock exchange, money, equities and
derivative products markets or may adversely affect the transparency or reliability of
these markets are strictly prohibited.
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Fibabanka A.Ş. Ethical Principles
-
The Bank and its employees, during and in line with the performance of their duties,
are obliged to show social responsibility and act in an environmentally-conscious
manner by means of supporting the social and cultural activities.
5.1.10. Dealing Room Activities
1. Those who are particularly appointed to carry out securities trading transactions (the
dealers) are allowed to make contacts/discussions in the name of the Bank outside
normal working hours, only;
a) in the Bank premises,
b) to limit or remove the risks to which the Bank may be exposed due to open
positions,
c) by getting the prior authorization of managers in charge of securities trading
transactions before conducting the transaction. In addition, those dealers must
immediately obtain the authorization for such transactions.
2. The decision to keep the Bank in an open position must be made in accordance with
the sense of responsibility, market conditions and by evaluating like a prudent
investor, and within limits prescribed periodically by the Board of Directors.
3. Those who carry out the securities trading transactions (the dealers) are strictly
forbidden to engage in the following activities:
a. Make speculative negotiations at their sole discretion.
b. Make negotiations with institutions other than those that are lending credit.
c. Give quotations or approve trading transactions which are inconsistent with
the market conditions.
d. Make negotiations which may result in exceeding the limits allocated to
him/her.
e. Bet on future market performance with the dealers, brokers and institutions
that carry out other securities transactions.
5.2 PERSONAL TRANSACTIONS OF THE EMPLOYEES AND INTRA-BANK RELATIONS
The employees should refrain from making improper use of the information they acquired,
confusing the benefits of the Bank and its subsidiaries with the personal benefits or creating
an impression in such a manner. The information acquired should be kept separate from
personal benefits and never be used for personal gain.
5.2.1. Transactions of Those Working in Executive Level, Supervisory Departments
and of Other Employees
The employees may conduct personal investment transactions. However, the employee in
his/her personal investment transactions;
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Fibabanka A.Ş. Ethical Principles
-
should not use information obtained from inside (insider information) or should not
create such an impression,
-
should not make market manipulation or should not create such an impression,
-
should not use the confidential and private customer information unauthorizedly or
disclose to the unauthorized people or should not create such an impression,
-
should not create a conflict of interest or should not create such an impression,
-
should not contact personal investment transactions by taking the orders placed
by the customers or the Bank into consideration either in the same direction or in
opposite direction with these orders before and after these orders,
-
should not conduct an investment transaction which is not allowed by the
Management or the Legislation and Compliance Division, and
-
the transaction conducted should not be a speculative transaction or should not
create such an impression (for instance; intraday trading of the same capital
market instrument, short selling and selling options without 100% compensation
are deemed to be a speculative transaction).
In addition, the employees should refrain from giving recommendations/advices to others to
enable to conduct the transactions that cannot be performed by them due to the limitations
specified in article 5.2.1 or providing information to the parties that would conduct the
transaction for this purpose.
5.2.2. Exclusion When Personal Interests Exist
1. No Bank employee can participate in any evaluation, discussion and decision-making
activities related to the transactions that may concern, directly or indirectly, either
him/her, his/her spouse and first-degree relatives or any legal entity where in these
individuals have the power to say.
2. No Bank employee, unless there is a notarized power of attorney/authorization certificate
or a court decision made at this direction, can assume the authority to dispose on the
accounts of the customers who have accounts in the Bank, even if these customers are
his/her close relatives; and give any debiting transaction instruction for these account.
5.2.3. Prohibition of Working Elsewhere
The employees are expected to be connected in a highly sensitive manner to their
professional duties and the responsibilities and confidentiality obligations specified in detail
by the rules hereof, thereby, no employee can be simultaneously employed by another
employer outside the group.
5.2.4. Employees’ Ability to Pay Their Debts and Integrity
In light of the fact that the most valuable asset of the Bank is its reputation and the
employees, in this respect, should act by pursuing the standards of honesty and integrity, all
employees must apply the standards of behavior stipulated above to their both professional
and personal lives. All employees must refrain from any behavior in their professional or
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Fibabanka A.Ş. Ethical Principles
personal lives that may adversely affect the Bank, and at the end, either directly or indirectly,
harm the reputation of the Bank.
1. The Bank employees are strictly forbidden to contact the following transactions:
a.
Draw cheques on accounts with insufficient funds.
b.
Borrow money from the customers or from his/her inferiors.
c.
Accept cash and any gift of monetary value at or higher than 100 American Dollars
or any benefit by any means whatsoever which may be perceived as a deviation
from professional ethical principles.
2. Employees are not allowed to gamble.
3. All employees should refrain from entering into any transaction/commitment which may
cause them to assume a financial obligation exceeding the value of their financial
sources.
5.3 PROFESSIONAL DUTY OF CONFIDENTIALTY
5.3.1
DUTY OF CONFIDENTIALTY
The employees are obliged to keep confidential all information owned by the Bank and the
information they acquired by virtue of their relations with the customers in the performance of
their duties, not to disclose such information to any person/party other than the persons and
authorities who are explicitly legally authorized to request such information and documents,
and use this information in accordance with their intended purpose
5.3.2
RULES OF CONFIDENTIALITY
1. Pursuant to the confidentiality obligation, all employees, in the performance of their
duties, must comply with the Bank’s internal regulations and the following rules in respect
thereof:
a. The Bank employees, in their working times or rest hours, must show the utmost
care and diligence to use and maintain the confidential information they accessed
by virtue of their duties.
b. The Bank employees must send the documents requested by the customers to
the customers in a discreet manner. The identity, account and address
information should be given great care and attention.
c. The customer information can be disclosed to third parties, even to the relatives of
the customer, his/her representatives and personnel or to other persons only with
an explicit authorization given by the customer.
2. The employees’ obligation to comply with the confidentiality rules shall prevail even after
the end of their duties or service agreements.
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Fibabanka A.Ş. Ethical Principles
5.3.3
USER NAME / PASSWORD
1.
The “User Name” and “Password” mentioned in this article refer to an access key which
is unique to each person and exclusively given to each employee in accordance with
his/her duties to enable his/her access to the information systems, approve the
transactions or conduct the transactions.
2.
The User Name / Password is personal and non-transferable, and;
a. any disclosure to other Bank employees or third parties is prohibited,
b. any misuse is under the sole responsibility of the employee and shall lead the
employee to be subject to the Bank’s internal disciplinary procedure.
c. in case of any misuse or abuse by another Bank employee or third party, the
relevant Bank employee, in addition to the Bank’s internal disciplinary procedures,
shall also be subject to civil and criminal law obligations for each transaction
being conducted.
d. each Bank employee is obliged to change his/her password if he/she suspects
that his/her password is known by someone else.
5.4 INTERNET AND ELECTRONIC MAIL
1.
Internet and electronic mail services are business tools allocated to the Bank
employees for work purposes and their usage is subject to supervision and
monitoring of the Bank.
2.
The use of internet and electronic mail for non-work-related and personal
purposes is exceptional, must be kept short, and not affect/prevent;
-
the efficiency of the server,
-
the productivity of the employer, and
-
the operation of the Bank.
3.
Electronic mail server cannot be used as a security archive for sensitive
information.
4.
Software cannot be transferred by any employee to the Bank’s system or copied
from the system without obtaining the approval of the relevant person.
5.5 DISCIPLINARY ACTION
The Bank expects all its employees to act in the highest standards on all type of professional
and personal matters. All employees must comply with the Ethical Principles. The employees
must act in accordance with the text of the legal regulations applicable to the Bank by its field
of activity but also with their essence. Any behavior in contradiction with the rules and
procedures imposed by the Bank may result in the application of disciplinary action including
lay-off.
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Fibabanka A.Ş. Ethical Principles
6. DISTRIBUTION
Distributed To
Date
(Name and Surname / Title)
20.06.2013
All Our Employees
7. SANCTIONS
Compliance with this procedure is under the supervision of the Legislation and Compliance
Division, Internal Control Unit and the Presidency of Inspection Board of our Bank. In case of
failure to comply with this procedure, sanctions as specified in the relevant sections of the
Personnel Procedure shall be imposed.
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