1- Purpose

The purpose of the Anti-Bribery and Anti-Corruption Policy is to set forth the anti-bribery and anti-corruption principles outlined in the Hilful Fudul Foundation’s Conflict of Interest Policy.

2- Scope

It covers all Hilful Fudul Foundation employees, including the Board of Trustees, as well as companies and their employees providing goods or services to the Foundation, suppliers, consultants, lawyers, external auditors, and all individuals or organizations acting on behalf of the Hilful Fudul Foundation (business partners).

This policy is an integral part of the Hilful Fudul Foundation Code of Ethics, which has been approved by the Board of Trustees and publicly disclosed.

3- Definitions

Corruption: The misuse of authority or position, either directly or indirectly, for the purpose of obtaining any form of personal gain.

Bribery: An agreement in which a person, in connection with the performance of their duties, acts contrary to their obligations by providing, offering, or promising—either directly or through intermediaries—any benefit, or by requesting or accepting such benefit, in order to perform, not perform, expedite, or delay an act related to their duties. This includes any arrangement where an advantage is gained for themselves, the offering party, or another person as a result of this relationship.

4- Duties and Responsibilities

The implementation and updating of the Anti-Bribery and Anti-Corruption Policy fall under the authority, duty, and responsibility of the Hilful Fudul Foundation Board of Directors. Within this framework:

       4.1 Authority, Duties, and Responsibilities of the Hilful Fudul Foundation Board of Directors

  1. Senior management must assess risks in accordance with the principles set by the Board of Directors and establish the necessary control mechanisms.
  2. Ensuring that the Internal Audit and Legal Departments monitor whether Hilful Fudul Foundation’s activities are conducted securely and in compliance with legal regulations within their respective areas of responsibility.
  3. Mechanisms for reporting, investigation, and sanctions must be established and implemented in cases of non-compliance with policies, rules, and regulations.

Additionally, all Hilful Fudul Foundation employees have the following duties and responsibilities. In this context:

      4.2 Hilful Fudul Vakfı Çalışanlarının Yetki, Görev ve Sorumluluğu

  1. To comply with the policies determined by the Board of Directors.
  2. To effectively manage the risks related to their own areas of activity.
  3. To operate in compliance with the relevant legal regulations and the practices of Hilful Fudul Foundation.
  4. They are responsible for reporting any behavior, activity, or practice that violates the Policy to the Hilful Fudul Foundation Ethics Representative and the Hilful Fudul Foundation Ethics Committee.

5- Firms and Business Partners from which Goods and Services are Purchased and Sold

In the selection process of companies and business partners providing goods and services, the Board of Directors takes into consideration not only criteria such as experience, financial performance, and technical competence, but also their ethical standards and positive records in this area. Even if other criteria are met, no cooperation is established with any company or business partner that has negative reports or intelligence regarding bribery or corruption. Accordingly, before entering into any business relationship, the responsibility for conducting the necessary research and evaluations lies primarily with the Board of Directors. The Ethics Committee evaluates during audits whether these principles have been duly followed.

It is mandatory for companies and business partners providing goods and services to comply with the principles of this Policy and all other relevant legal regulations. Cooperation with individuals or organizations that fail to comply with these requirements shall be terminated.

6- Anti-Bribery and Anti-Corruption Procedures

  1. Corruption is a criminal offense in all areas where the Hilful Fudul Foundation operates.
  2. Bribery, which constitutes a criminal offense in commercial relations, may be committed actively or passively. It can occur in the form of offering, promising, authorizing, requesting, or receiving any kind of personal advantage, either directly or indirectly. Bribes may also be given or received through intermediaries, and both the person offering and the person accepting the bribe are subject to punishment.
  3. Bribery is a criminal offense, and certain courts have jurisdiction to apply their national laws extraterritorially. Therefore, whether the offense is committed within the borders of a country or abroad is irrelevant to the applicability of the law based on the offender’s nationality. Multiple court rulings may be applied for a single offense. Individuals found guilty may face fines, imprisonment for several years, or asset seizure. Companies or organizations that offer, promise, authorize, or accept bribes on behalf of individuals may be subjected to criminal or administrative fines, have illegally obtained assets confiscated, or face other administrative sanctions.
  4. If a personal benefit or a benefit on behalf of a third party is offered, promised, or authorized to a public official in connection with an official act, such conduct constitutes bribery while in office. In addition to the penalties mentioned in the previous paragraph, companies offering bribes to public officials may also be barred from participating in or bidding for public tenders.
  5. If an act of bribery involves a person acting beyond their authority by using the foundation for personal gain or the gain of others, thereby causing harm to the foundation, this conduct also constitutes a criminal offense of breach of trust (embezzlement of confidence).
  6. The foundation places any individuals or organizations involved in, supporting, or tolerating corruption on a blacklist. If concrete evidence is obtained, the foundation reserves the right to inform relevant parties it interacts with. In cases where allegations are found to be baseless, the exoneration of the accused person shall be carried out by the foundation’s decision and written notification. In such cases, the personal losses and legal rights of the accused are to be respected, and ensuring the clearing of the individual’s name is the responsibility of the foundation’s authorized body.
  7. Measures for the Investigation Process
  8. The foundation is responsible for taking necessary measures to ensure that the investigation process operates properly and reliably.
  9. Equal priority measures are taken to protect both the presumption of innocence (everyone is considered innocent until proven guilty) and the individual who filed the complaint.
  10. Preventing any potential grievance that may arise from the investigation is the responsibility of the Board of Directors. The management of confidential and/or unfounded accusations or statements in a manner that causes no harm or grievance is also under the responsibility of the Board of Directors.
  11. Due to both corporate working principles and human resources policy, no pressure shall be exerted on individuals involved in the investigation process — whether they are subjects of the investigation, investigators, or whistleblowers — and no action causing harm or victimization to these individuals shall be permitted.
  12. Individuals who report or testify regarding unethical or unlawful actions shall not be exposed or have their identities disclosed. Within this framework, Hilful Fudul Foundation assumes full responsibility for maintaining confidentiality in all investigations requiring discretion. However, if the informant provides explicit consent or if documentary evidence and proof are required, the Foundation may disclose such information with prior notification and only within the scope of the corruption investigation process.
  13. Employees and members may choose to make anonymous reports or notifications; however, the Foundation does not encourage the use of anonymous reporting channels. The consideration of anonymous reports as legitimate notifications depends on the urgency and significance of the reported action, the availability of verifiable evidence or references, supporting information, and the seriousness of the allegation.
  14. If it is determined that Foundation members or employees have made a report based on a legitimate reason, but the report does not lead to any conclusive result, no accusation or disciplinary action shall be taken against the individual who made the notification.
  15. In such cases, protecting the confidentiality of the reporting individuals remains essential. However, if it is determined that the complaint or allegation was made without justification and for reasons other than preventing corruption, sanctions will be applied to the reporting individuals, and the Foundation’s authorized bodies will notify the accused person and any other relevant parties that the allegation is unfounded.
  16. Investigation and Inquiry of Corruption
  17. The arrangements necessary to conduct a comprehensive investigation concerning the person(s) reported for corruption shall be made within no later than 15 days from the moment the corrupt act becomes known.
  18. During this process, provided that no conflict of interest exists, the Board of Directors initiates the investigation by making the necessary arrangements. The investigation process is conducted under the supervision of the Audit Committee, which is responsible for forming the Investigation Commission. In the reporting phase, the Audit Committee oversees the process, while the Board of Directors holds authority in the decision-making stage.
  19. The purpose of the investigation and inquiry is to uncover the facts. The Investigation Commission must document and report all its activities. Meeting records and interview notes must be appended to the reports. Sufficient time should be allocated for the process, but care must be taken to avoid unnecessary delays. The Board of Directors must be regularly informed throughout the process. All documentation should be classified and marked as “confidential.” Members of the Investigation Commission are required to sign a confidentiality declaration before commencing the investigation. Any breach of confidentiality or disclosure of individuals involved before the investigation concludes shall result in disciplinary actions. Statements provided by the individuals and witnesses interviewed during the investigation process must remain confidential.
  20. The investigation report must detail the entire course of the investigation, including the stages of the incident, the location, and the roles of the individuals involved. The report should include transcripts of interviews, expert opinions, and any other relevant evidence as attachments. It must also present the recommendations of the Investigation Commission regarding the decision-making process. These recommendations shall not substitute for the final decision but will serve to facilitate the decision-making authority’s evaluation process.
  21. The individuals subject to the investigation must be informed after the entire investigation process has been completed.

9- Gifts from Suppliers, Service Providers, or Other Business Partners

This article shall be executed in accordance with the “Hilful Fudul Foundation Gift Giving, Receiving and Hospitality Policy.”

10- Staff Rotation and Internal Control

  1. The Hilful Fudul Foundation, in addition to proper recruitment practices and appropriate training, must also take other measures to reduce the risk of corrupt behavior.
  2. To reduce the risk of corruption, the duties of employees exposed to corruption should be regularly changed or rotated.
  3. Employees are encouraged to apply the dual control rule in all commercial transactions of significant value. Since two people can always see and perceive more than one, this creates an effective oversight against intentional or unintentional misconduct in purchasing and procurement activities.
  4. The dual control rule is also applied to ensure the separation of operational and audit functions. For example, the review and approval of an invoice should not be carried out by the same person who decides on the order. Only very low-value orders are an exception to this rule.

11- Error-Free Record Keeping

The matters that the Hilful Fudul Foundation must comply with regarding its accounting and record-keeping system are regulated by legal provisions. Accordingly;

  1. All accounts, invoices, and documents related to relationships with third parties (such as suppliers) must be recorded and maintained completely, accurately, and reliably.
  2. No alterations should be made to accounting or similar commercial records related to any transaction, and the facts must not be distorted.

12- Reporting Policy Violations

  1. If there is any opinion or suspicion that an employee or a person acting on behalf of the Hilful Fudul Foundation has acted in violation of this Policy, it should be reported to the Hilful Fudul Foundation Ethics Representative and the Ethics Committee. Matters related to the Code of Ethics are periodically reminded to the Foundation’s employees.
  2. The Hilful Fudul Foundation promotes an honest and transparent approach and supports any employee or person acting on behalf of the Foundation who raises concerns in good faith, keeping such reports confidential. No employee may be subjected to pressure or punishment for making a report they believe involves a violation of the Code of Ethics to the Hilful Fudul Foundation Ethics Representative and/or the Ethics Committee, and no changes to their duties or position may be made for this reason without the written approval of the Ethics Committee.
  3. If the reporting individual is subjected to such treatment, they must report it to the Ethics Committee. It is also expected that companies or business partners from whom goods and services are procured regularly remind their employees of the role of the Hilful Fudul Foundation Ethics Representative and encourage them to report any such situations.

13- Policy Violations

In cases where actions are found or suspected to be contrary to the policy, the matter shall be reviewed by the Hilful Fudul Foundation Ethics Representative and the Ethics Committee, and appropriate measures shall be taken if any misconduct is identified.