The ethical values published on the Manual of Ethical Principles of TEB are given below.
OUR ETHICAL VALUES
Ethical values are crucial for the success of our group and our people. It is under responsibility of the directors to create an environment in perfect compliance with all unit, areas and branches of the corporations. In this framework, our directors:
- firstly accept the significance of ethical values and stick to them under any circumstance.
- set a good example for the employees with their attitudes and way of thinking,
- adopt their primary responsibility for establishing and following ethical values in their corporation and throughout TEB Group on a general scale,
- endeavour to make sure corporate culture is established, and compulsory norms, values and principles are adopted by employees,
- create an environment that allows open communications wherein the personnel feel comfortable for consulting with the directors for any ethical issues in addition to any procedural troubles within the company,
- always act coherently as far as attitudes and decisions are concerned.
Ethical principles that are mandatory for TEB Group Companies* personnel** are categorised in four major headings: “Utilising company Resources”; “Relationships”, “responsibilities towards Corporation” and “General and Specific Terms”.
I- UTILISING COMPANY RESOURCES
Maximum attention is to be paid when it comes to utilise monetary or non-monetary resources of the company. Company resources may not be utilised for personal needs, expenses, gift, donation, political aids etc.
Having financial relationships for personal ends with customers, consultants, entities and sub-contractors that conduct business for and on behalf of the company, trying to draw personal benefits and looking after one’s benefits in agreements are utilising company resources indirectly.
Rules and requirements of utilising basic resources of TEB Group Company are outlined below.
1. Fixtures and Stationery Equipment
Any and all fixtures of stationery, printing and company may be used for company business only, and may not be taken outside the company. For internal use, attention is to be paid to the principles of saving.
Any employee that retires from office should return any and all keys, monetary values, negotiable instruments, documents, papers and files, accounts relating to his/her office, as well as any written information and fixtures given by nature of the job.
2. Means of Communication
- E-mails may only be used for formal communications; attention is to be paid not to use it for any other purposes than work.
- E-mails should be preferred over telephones as much as possible.
- Care should be taken to avoid using fax, photocopier, internet and similar tools for private purposes.
Private phone calls should be brief in case of emergency.
3. Company Tools
Our employees to whom a car has been allocated by the company:
- will be careful while driving,
- may not allow any third parties drive the car except for exceptional conditions,
- pays for any traffic tickets from his/her own budget, and may not resort to the company for any damages arising out of or connected to his/her fault.
4. Shuttle Vehicle
Those that use the shuttle vehicle may not keep the vehicle waiting for personal reasons, or talk loudly in a way likely to disturb others, or behave / act indecently.
5. Working Places
The following rules and requirements shall be followed when using TEB Group Companies’ head office, region, branch, representation office and other office units:
- Banners, posters, handwritten notes may not be hanged or attached unless specified by the head office.
- Purchase and sale of goods is forbidden in the buildings. However, in case there is a board, invisible to customers, and allocated for offering personal goods for sale and for any other similar issues in the working place, ads can be put on the board for a period of 15 days.
- No political campaign can be launched; fund-raising is not allowed,
- Publications contrary to the rules and Group policies may not be disseminated,
- Harmful substances such as alcohol, drug, guns may not be kept,
- Any and all documents and papers that contain confidential and critical information and remain under responsibility of our employees should not be left on the table or on top of cupboards within or out of working hours,
- Working places should not be disorderly,
- Games of chance may not be played, disseminated or sold.
6. Expenses of Representation
- Representation costs are made for customers and business meetings.
- Representation costs are made for the relevant field only, and switch by and between expenditure fields is disallowed.
- For an uninvoiced expense item, another invoice issued by another place may not be provided. Note of expenses shall be issued in compliance with the laws if and when necessary; expenses cannot be concealed by way of having different invoices issued for the purpose.
- Gifts can be bestowed for the personnel; dinner, theatre, concert organisations can be made in order to create a team spirit and enhance motivation. No discrimination is made amongst the personnel while offering such gifts and entertainments.
7. Gifts and Donations on Behalf of the Company
- Gifts can be bestowed to customers for and on behalf of the Company on the New Year and feasts.
- Particular attention is paid not to use such gifts for personal relationships such as relative, acquaintances etc.
- Donation to any association or foundation for and on behalf of the Company is subject to the approval of General Manager.
8. Agreements with Sub-Contactors
Product/service agreements executed with sub-contractors are exercised and governed by laws and Company policies and procedures. The followings shall be minded in exercising such agreements:
- As a principle, sub-contractors are designated by a tendering procedure.
- Biddings are performed by sealed tenders. Number of biddings received should be minimum 3. Envelopes are unsealed minimum by three people designated in advance and one of them will be the director that has received the bidding.
- Protocols of the agreement with sub-contractors are approved by the legal consultancy department.
- Unbiased principles and cost-benefit analysis will prevail for selecting the sub-contractor company without influence from none of the parties.
9. Time Management
Time is one of the crucial resources a company owns. Time management becomes even more prominent in the finance sector wherein intense meetings are scheduled in particular. TEB Group personnel use time effectively; do not make time for private affairs within working hours. Directors may not assign personnel for their personal deeds and errands. The responsibility of spending time effectively during meetings rests with the one that organises the meeting; all attendants are supposed to be present in the meeting with necessary preparations made in advance. All attendants shall abide by the beginning and ending hours of the time allocated for each meeting.
It is essential that no private visitors are accepted within the working hours, and yet in case of specific and exceptional conditions, the time to be spent with such visitors take no more than 10 to 15 minutes.
1. Relations with Customers
The followings shall be minded as far as relations with customers are concerned:
- Even though it will be in favour of the customer, no transaction shall be made outside the customer’s knowledge,
- Unnecessary interbranch competition shall not be created for the customer.
- Even though it will be in favour of the company, customers’ weaknesses may not be exploited; no profits shall be sought by way of misinformation.
- Bottlenecks arising out of or connected to relations with customers cannot be attributed to Company policies, corporate image cannot be damaged.
- Customer complaints shall be searched and sorted out instantly. Provided an employee of the Company is unable to sort out a specific complaint within his or her own assigned position, a director will be informed thereof. Relevant unit shall, with due diligence, report customer complaints to senior management in accordance with the principles of transparency.
- Employees may not develop a private business relationship with the customers of the Company; nor may borrow or lend.
- Purchasing goods or services from the customer either below the actual value or at no price shall be considered as drawing benefits, which is likely to result in disciplinary penalties up to termination of the employment contract.
- Customer shall not be given advises apart from the matters included in the scope of one’s assigned position. Making exceptions is subject t joint approval of the Group Compliance and Operation Risk President, and Financial Control and Support Operations Group President.
2. Relations with Media
Making a statement, having an interview to and with a media organisation, or attending a seminar or conference as a speaker with or without a remuneration depends on the approval of the General Manager Personal benefits shall not be drawn from such activities under any circumstances whatsoever.
3. Relations with Public Authorities
Relations with public authorities are established and conducted as per the laws and Company policies/procedures. Any information and data required by public authorities shall be provided accurately and in a timely manner.
III-LIABILITIES TO THE COMPANY
1. Accepting Gifts, Invitations, Aids and Donations
i. Accepting Gifts
Gifts cannot be asked or expected from customers, sub-contractors and consultants; no gifts, money, cheque, estates, free holiday, special discounts that are likely to put the Company and the recipient under obligation shall be accepted.
However, gifts that are
- Below TL 250 and its equivalent in foreign currency and,
- Most likely to affect customer relations adversely if not accepted,
- Anticipated not to be influential on the financial decision even if accepted can only be accepted if senior manager is notified in advance. Any gifts that do not comply with these criteria shall be turned down for a convenient and kind reason.
ii. Accepting Invitations; Third party invitations for dinner, business meetings and social activities that would not be influential on decision to be made by the invited personnel, and that would not contradict Company policies and interests can only be accepted if senior manager’s approval is obtained in advance.
iii. Accepting Aids and Donations; Aids or donations from individuals and entities that have account relations with the company cannot be accepted. Any such aids and donation offered shall be notified to the senior manager in all cases.
2. Actions Likely to Result in Conflicts of Interest
Conflicts of Interest are a reverse relation by and between customer interests and personal interests with customers. Personal interests cannot be superior to company interests. Position within the company estates, service information may not be used for personal interests.
In case of conflicts of interests or any suspicions as to whether conflicts of interest exit or not, it shall be reported to senior manager.
TEB Group personnel:
- Cannot raw any personal interest from customers, or cannot assign interests by establishing an intermediary relation by and between customers.
- In case of conflicts of interest among customers, all customers shall be treated equally and fairly.
- Endeavour to perform their duty objectively.
To prevent conflicts of interest, the personnel shall be obliged to comply with the following requirements:
- Not to stand bail for customers and not to accept customers’ suretyship,
- Not to establish relations with customers contrary to the professional procedures and practices such as borrowing and lending relationship, opening a joint account etc.,
- Not to attend invitations or overseas travels the expenses of which are born by the customer either in part or in full, without letting senior manager know or unless prior permission is obtained,
- Not to accept customers’ gifts of contents and value likely to impose an obligation contrary to professional procedures and practices,
- Not to give prohibitively expensive gifts to existing or potential customers; not to gain advantages from customer’s business in a way that goes beyond the line and contradicts regular practices by exploiting his or her position (i.e. special discounts for shopping).
- Not to establish business relations with spouse, friends and acquaintances (a business relationship can be established upon approval to be received from the relevant senior manager, if any interest in favour of the company comes up).
It is stipulated that another employee engaged in the same department takes care of the account(s) owned by relatives of an employee in that department. If and once the personnel take care of its own financial accounts, the Company should not be affected by it. Company personnel may not make stock certificate transactions in the Investment Centres in person or by instructions on the phone; however such transaction may be performed on the system through our branches.
3. Business and Assignments outside the Company
Employees are not allowed to engage in any activities wherein they become ‘merchants’ or ‘artisans’ either in pat o in full. They may not become members or the board or auditors except for TEB Group companies or all Group companies directly or indirectly; or may not hold office in rival companies or other corporations that have business with the Company.
Unless position within the Company is hampered, they can take charge in non-governmental social organisations. They may give speeches and write professional articles on the matters that are not related to or associated with the company and that do not contradict Company policies. However, the Company shall not be obliged to give support to this. Company name cannot be uttered in these kinds of activities.
4. Political Activities
Company personnel may not and shall not make material aids and spiritual supports for any political activities on its account or on behalf of the Company even though its financial potential and possibility allow doing so. None of the executives may ask or expect the personnel to be involved with a political party or perform a political work.
Any discrimination against age, language, race, health condition, gender and marital status are contrary to workplace rules. Any employees that fail to comply with such rules can be punished with consequences up to cancellation of the employment contract. Employees may report their complaint to Human Resources Group by skipping the senior managers. Forwarding such complaints to Human Resources Group cannot be prevented.
6. Personal Supports and Donations
Company personnel may give tangible and intangible supports, donations and aids to any third parties outside the Company in person, and take charge in charities.
IV. GENERAL AND SPECIFIC REQUIREMENTS
All Group personnel are obliged to:
- comply with the professional non-disclosure principles;
- act with maximum honesty and integrity in the markets;
- ensure customer assets are preserved and protected with due diligence;
- contribute to fight against illicit money and corruption;
- comply with legal and internal regulations.
1. GENERAL REQUIREMENTS
Employees are obliged to fulfil instruction given by their seniors. However, in case an instruction received is contrary to o otherwise contradicts legal and/or internal regulations, professional ethics or norms to the best of his/her belief and knowledge, it shall be notified to a senior that has a superior position than the owner of the instruction in question, and/or to the Group Compliance Presidency. Such reporting shall, under any circumstances, cause the reporting employee to be blamed.
i. Professional Secrecy
Employees are absolutely obliged to abide by professional secrecy principles set by law. In this context, all personnel are obliged not to disclose any information relating to customers, activities and operations of the companies within TEB Group to anybody except for the legal authorities explicitly defined in laws, and authorised Company representative.
Employees that obtain confidential and/or first hand information of the company that has not been announced to the public while performing their tasks and duties for internal activities may not convey such confidential information to others except for the ones that should have access to such information; and may not use it for making personal investments.
“Confidential Information” covers any and all information relating to old, existing o any potential customers and Group Companies, as obtained by the employees verbally or in written form by nature of their position.
Exploiting ‘Confidential Information’ contrary to foregoing requirements shall result in breach of Group policies and covenants as well as any other legal and regulatory legislation such as Banking Law and Capital Market Law. Such breach may damage reputation of the entire Group.
i.a. Disclosure of Confidential Information to the Ones that should Know it: employees may disclose Confidential Information that they have obtained by nature of their position only to other Group employees that are supposed to know it for the purpose of business policies; no disclosure to any third parties is allowed. Disclosure of secrets owned by our Group Companies and customers thereof constitutes a crime that requires a penalty by laws explicitly.
i.b. Using Confidential Information: Any confidential information learned or otherwise obtained from any existing or Potential customers, and from any third parties either directly or indirectly may only be used for business relations and service provisions of the Group with such parties; and usage of Confidential Information to the contrary shall be considered as a breach. Information that exists within the Group companies should only be used for the business purposes; likewise and usage of such information to the contrary shall be considered as a breach.
i.c. Influence of confidential Information upon Transactions:
Employees of the company that has information regarded to be confidential owned by the person or entities that offer securities for sale may not buy and sell such securities on his/her account or on behalf of others. In the same manner, employees that have confidential information of the Company may not buy and sell such securities relating to the company on his/her account or on behalf of others.
Employees that have access to the credit file of the credit institutions are assumed to have known entirety of the confidential information, and such employee(s) may not invest in stock certificates listed on Istanbul Securities Exchange as from the preliminary review / proposal stage when the credit relationship has commenced, until the end of the credit process.
Employees that work on the financing projects intended for corporations that are not a credit customer yet may not invest in stock certificates of such corporation minimum for a period of six months as from the date of completion of the project.
Employees that have the foregoing information may not give advice to customers or any third parties on buying, selling o preserving securities whose confidential information they are familiar with. For public offer transactions mediated by our Group companies, any securities sales to our employees remain, subject to consent of General Manager of the Company, outside the scope of foregoing provisions.
Within the framework ‘NON-DISCLOSURE POLICY’ described above, employees’ liabilities arising out of or connected to confidential information they have obtained shall survive in accordance with the relevant provisions of the Law even after they have resigned from their office.
Title to analysis and plans prepared and drawn put for the Company, as well as any information that has not yet been announced to the public, computer software, expenses, business plans, customer names, working and marketing methods, announcements, internal regulation documentation and data in the form of regulation rests with the Company. Such information and data shall not be disclosed to relevant parties. The same applies to employees that resign from their position within the Company. An investigation will be conducted for individuals that act contrary to the cited provisions on the rounds of contradicting and opposing to provisions of non-disclosure of the Law of Banking. Sharing such information in question by and between the Group companies on condition of specifying a reason remains outside the scope of this provision.
i.d. Protection of Confidential Information
Necessary precautions are taken for preserving, protection and non-disclosure of the information.
- Tables are cleared and confidential documents, if any are locked up; keys are kept in a safe place.
- Loan files and other confidential files cannot be taken outside the Company however exceptions can be made upon approval from the senior management.
- Passwords and user codes are kept secret, and not disclosed to anybody.
- No information apart from business and legal liabilities are duplicated on a floppy etc.
- Confidential information is not mentioned in public places such as elevators, shuttle cars.
- Customers or other persons that are not employees of the Company may not go beyond the counter.
ii. Secrecy of Private Information
Information owned by the personnel is confidential and cannot be disclosed to anybody but the competent authorities.
Information of the employees is sent in private. The personnel keep private information in secret to avoid any unauthorised access, and do not disclose it to anybody.
Disciplinary penalty is imposed in cases whenever secrecy of the followings is determined to be violated:
- In accordance with the principles of salary confidentiality, no attempts shall be made to learn or monitor others’ salaries, payrolls, bonus or premium payments on displays.
- Neither performance point not date of performance improvement are inquired.
- Employees that have access to salary, performance, health condition information of other employees by nature of his/her position within the Company shall pay maximum care and attention to keep such information confidential.
ii. Honesty with Market Operations
Principle of honesty with the market operations requires not being involved with any operations (i.e. rate of exchange, interest etc.) that are likely to result in interrupting with the regular operation of the markets, and providing an unfair advantage for the Company or an individual acting on his/her account, and against one or more market actors.
In the light of this principle, all personnel must absolutely avoid using any and all information to which they have obtained access from the first hand by nature of their position, and which has not yet been announced to the public, for his/her account or on behalf of others either directly or through an intermediary.
Information that is obtained from the first hand and is not yet announced to the public is described as information that has a certain or key importance as far as financial standing and image of an issuer trading on a regular market is concerned. All kinds of private information, which relates to an overall image of a financial instrument that has been accepted for trading on a regulated market, and which has not yet been announced to the public, is included, in the foregoing description.
Personnel may, under any circumstances, disclose to the public any misleading information, which is likely to affect the market price of stock certificates or any other financial instruments. Even though such information is correct, unauthorised personnel may not disclose it.
At the time of transmission or exercising stock certificate buying orders; instruction that will be given by the personnel for their own account(s) regarding the financial instruments cannot take precedence of instructions by customers; internal regulations shall be followed for fulfilling stock certificate purchase and sale instructions given by the personnel.
iii. Primacy and Priority of Customer Benefits
Customers are served in accordance with the provisions of laws and regulations in force, as well as the principles of due diligence, loyalty, objectivity and non-disclosure.
Personnel are obliged to offer equal service provision to all customers in the same portfolio. Such obligation requires that more advantage is not provided with certain customers regarding purchase and sale operations, and that all customers are kept informed as necessary and properly.
iv. Preventing Money Laundering and Fight against Corruption
Personnel are obliged to show due diligence for the prevention of money laundering and fight against corruption. For this purpose, they are obliged to abide by the internal regulations for the prevention of money laundering and fight against corruption, in addition to provisions of all laws and regulations in force.
Money laundering is described as follows:
- To help and harbour a person that commits a crime or violates the laws by legitimating the source of incomes or goods profited directly or indirectly by deceptive means; to be involved in the process of depositing, hiding or laundering sources obtained from such activities.
As all other financial institutions, TEB Group Companies are also obliged to give support to good efforts to prevent and fight against money laundering. This, first of all, requires knowing our customers very well.
Having information about the customer is a must not only for the beginning of the business relation but also for the ongoing course of it. Our employees should monitor the operations of company customers or people that make transactions or requests on behalf of customers very carefully.
In case the personnel grow suspicious of the movement and operation style of a customer, they are obliged to inform the superintendents, who, in turn, shall forward the circumstance to the Group Compliance Presidency.
v. Compliance with Legal and Internal Regulations
The utmost priority of TEB Group personnel is to abide by legal and internal regulations ad to avoid any possible risks. Our employees never malpractice or misconduct nor allow it.
Malpractice is a form of misconduct wherein an employee exercises his/her powers and responsibilities to draw personal benefits, which, consequently, results in damages incurred by the Company and customers. It also means failing to fulfil banking operations and services duly and properly, to make illegal transactions, not to be honest.
Employees of the company cannot involve in infamous crimes such as theft, forgery, manticulation ether directly or indirectly; cannot turn a blind eye on others being involved; and if they are somehow informed about the presence of such crimes, then they will notify the senior manager instantly, Compliance and Operational Risk Group or to the Supervisory Board directly.
2. SPECIFIC REQUIREMENTS
i. Personal Investments in Securities
In our companies, some of our employees are subject to specific requirements they should follow due to the information accessible to them, as well as the job descriptions, powers and responsibilities. These employees are made into three categories: ‘sensitive’, ‘confidential information’ and ‘very sensitive’.
a- “Sensitive” positions mean investment services and other services relating to or equal to such services. The personnel engaged in these positions and make transactions for their own accounts are accepted and considered to bear quite high risks of exposure to conflicts of interests and confidential information that is not disclosed to the public.
Personnel that hold office in positions described to be “sensitive” are obliged to report to the Group Compliance Presidency any and all accounts for which they have management powers and authorities, regardless of the bank or financial institution the accounts are held.
Group Compliance Presidency describes the personnel engaged in sensitive positions with the help of Human Resources Group, and it is notified to the personnel in writing.
Personnel engaged in sensitive positions avoid operation and transactions based on any information that is accessible by nature of the work and is likely to provide personal benefits. For the personnel engaged in sensitive positions, the time elapsed for shares purchase and sell cannot be less than 30 days.
Employees that fall within the scope of this category undertake that they waive from the rights of occupational secrecy and confidentiality relating to the accounts, and that they will report to the Group Compliance Presidency the abstract accounts/bank statements that confirm purchase and sell transactions of stock certificates at other banks or financial institutions on a semi-annual basis. Such covenant covers the period of time between two notification periods. This liability is applicable for one stock certificate and for operations performed in a period of three months and whose purchase and sell value or each of them amount TL 10.000 or to its equivalent in any foreign currency or to more.
b-“Personnel that have Access to Confidential Information” are the personnel that have, by nature of their work or position, first-hand access to information provided on a regular basis relating to TEB Group activities and results thereof, or to the information that is ‘not announced to the public’.
Personnel accepted as the ‘Personnel that have Access to Confidential Information’ must comply with all rules and requirements applicable to the personnel engaged in sensitive positions for any and all operations of TEB Group securities regardless of the amount threshold.
TEB Group employees are described as ‘personnel that have access to sensitive and/or confidential information’ when they are included in the following scope in terms of job descriptions:
- Securities dealers;
- Personnel engaged in the allocation of securities to applicants;
- Personnel that can give crucial instructions likely to affect the market or that have information that is not announced to the public;
- financial assets manager;
- personnel that have direct or indirect contact with the issuers in any way whatsoever (issue preparations, financial analysis, capital management, credit management, legal or tax services, merger & takeover advises and assets planning), and personnel engaged in departments or units that, by nature of work or function, have access to the information not announced to the public;
- personnel in charge of coordination of business relations with the companies domiciled in Turkey or in an overseas country, preparing corporate finance projects and investor relations (description of such personnel essentially covers branch managers, financial consultants, customer relations director, fund and wealth directors, account managers, financial customer relations managers)
- Personnel of compliance, risk management and supervisory board;
- Personnel likely to have information about the group activities and results; these are basically assets/ liabilities directors, financial control, accounting managers that are employed in basic areas and central corporate units,
- Other personnel defined by the group Compliance Presidency and Human Resources Group collectively.
c- Personnel engaged in “Very Sensitive” positions are the members of Executive Committee of the Bank, members of supervisory Board of the Bank and Group Companies, General Managers and Deputy Managers of Group Companies; members of the Board of Directors of Group Companies.
For the said personnel, the base-amount of stock certificates defined for the personnel engaged in sensitive positions is TL 30.000.
* TEB Mali Yatırımlar A.Ş., Türk Ekonomi Bankası A.Ş., and all financial affiliates owned by these companies directly or indirectly
** All personnel engaged in TEB Group Companies, including pat time personnel and interns.