1-TOFAŞ ETHICS COMMITTEE
Tofaş Ethics Committee consists of CEO, relevant Directors, Human Resources Director and
Company's Chief Legal Consultant. The committee meets regularly every six months. However,
upon request of any member, the committee meets in two business days at the latest.
The Committee is authorized to conduct investigation on any practice or behavior in breach of
the code, whether reported or on its own motion. Reports will be made by clear ID and contact
information. The Committee can request information and documents from the relevant
authorities regarding the investigation on any practice or behavior in breach of the code.
2-ETHICS COMMITTEE AND TOFAŞ ETHICS CODE MANAGEMENT
Tofaş Ethics Code is an inseparable part of daily routines and the employees are accountable for
acting in compliance, performing as necessary and warn and encourage other employees
accordingly. Therefore, all Tofaş employees are protectors of this code.
Any Tofaş employee who detects or is externally notified on alleged breach of the code should
notify the Committee in written.
Notifications will be via e-mail to etikkurul@tofas.com.tr or in written. Reports to the Committee
will be kept confidential.
In case of breach of the code by an employee, the trust relationship between the company and
the employee will be damaged and disciplinary action will be taken which may result in
termination of the employment contract.
Tofaş employees will not be held responsible for the damages suffered by the company due to
breach of the code.
2.1 Tasks and Responsibilities:
-
Ensuring distribution and clarity of Ethics Code within the company,
Internal and external management of Ethics Code and cooperating with Koç Holding
Ethics Committee,
Ensuring measurement of the level of effectiveness of Ethics Code within the company,
Reviewing Ethics Code and making additions and revisions as necessary,
Reviewing written reports from employees, business partners or third parties and making
decisions as required,
Managing the reports in full confidentiality,
Ensuring protection of reporting employees as per the confidentiality principle,
Reviewing Tofaş employees in terms of availability of any damages to Tofaş based on
their social and political relations and deciding on executing the laws and regulations
when such damage is detected,
Preventing Tofaş employees from being damaged due to acting in compliance with
Ethics Code,
Completing the review and making a decision in three months at the latest,
Ensuring establishment of another committee during the investigation and if required.
2.2 Working Procedure:
Ethics Committee applies the procedure with serial number “Koç Group June 2004-271” in its
meetings regarding the breach of Ethics Code.
The Committee is chaired by CEO. The Committee meets by participation of all members.
Decisions are made by a majority vote. In case of a tie, chairman's vote is considered as two
votes.
2.3 Investigation Method:
a- Notification
In case of corruption or reasonable doubts of corruption, the department manager will notify
the director, CFO or CEO in written. CEO will be responsible to notify Koç Holding A.Ş. CEO and
Audit Group Directorate within the frame of the following.
CEO’s notification should include the following information:
If known;
-
Names of related people
Department related with corruption
Actual or estimated amount of corruption
Brief note on corruption
Whether or not legal proceedings are or will be applied (after consulting to the legal
consultant)
The issue will be notified based on the following amounts:

If the amount is equal to or more than USD 10,000, the issue should be notified
immediately and detailed information on items listed above should be provided with
another letter.

If the amount is less than USD 10,000, notification will be made as specified above after
the issue is solved.
b- Processes by the Company
ba. An employee suspected of corruption is assigned to another position, granted a leave or
allowed to continue working under strict control until the investigation is completed.
Decisions on measures to be taken if the employee is not acquitted will then be made.
bb. Wages of the employee will be pad until the investigation is completed.
bc. Written reports confirming fraud or corruption by an employee should be written after
consultation with the legal consultant.
Current situation for issues at an amount of USD 10,000 or higher will be notified to the
authorities listed above with a report on the progress of the situation in 90 days after the date
of corruption and every 90 days afterwards until the final report is created.
c-
Responsibilities
ca. TOFAŞ Internal Audit Group and Koç Holding A.Ş. Audit Group Directorate investigate and
track misconduct and other corruption.
cb. Investigation of corruption and review of the issues by CEO and CFO will be coordinated and
suggestions will be made by Koç Holding Audit Group Directorate.
cc. The case of corruption will be supported with confession of the employee in his/her
handwriting or a report written among the parties, if possible.
d-
Insurance Requests
da. The insurance company will be notified by the Finance Directorate as soon as the case of
corruption is finalized and definite.
db. An official file of request should be created when corruption is detected and the amount is
determined.
dc. After a request file is created for the insurance company, there will be no negotiations for full
or partial compensation of the employees involved in corruption.
e-
Compensation and Finalization
ea. Legal consultants should be consulted with regarding the compensation to be requested from
the related persons.
eb. All amounts should be notified to the insurance company even if an acceptable amount of
compensation is collected. The report submitted to the insurance company should include the
relevant information even if the responsible person has confessed and fully paid the
compensation.
ec. After the compensation process is completed, the company will create a “waiver document”
and the document will be signed by the person involved in corruption. The waiver document
should be drafted by the company's legal consultant.
ed. Documents related with corruption should be kept in a separate document titled “Fraud, theft
and other corruption”.
f-
Final Report
fa. After the investigation, a final report should be created for the corruption at an amount equal
to or more than USD 10,000. This report will be created by CFO and Koç Holding Audit
Group Directorate in cooperation.
fb. Final report includes information on the following:
-
Uncompensated amount remaining from the amounts collected from the insurance company
and the related persons,
Number and assignments of the employees involved in corruption and involved third parties,
if any,
-
How corruption was performed,
The term of corruption,
Tools for detection and clarification of corruption,
Lack of internal control resulting with the corruption,
Measures taken to prevent reoccurrence,
Insurance company and other persons from whom collection is made and the collected
amount,
Whether or not any legal processes are initiated against the related persons (after consulting
to the legal consultant), if yes its scope.
A copy of the final report will be submitted to personnel department for the person's ID file.
2.4- Other Corruption and Breaches
a. In case of corruption by an unknown person, dealer, supplier or customer, the investigation
will be handled by the related department and necessary measures will be taken by the related
management to protect the interests after consultation with the legal consultant.
b. Whatever the amount, the corruption file will be kept by the related company and Koç Holding
A.Ş. Audit Group Directorate under “Misconduct and Other Corruption” title.
2.5 - Bindingness of Decisions
Decisions of the Ethics Committee are binding. The right of objection of the employees to Ethics
Committee decisions are reserved. Ethics Committee decisions on objections are final.