Code of Business Ethics

1. Our Legal Responsibilities

At Boyçelik Metal, while carrying out all our domestic and international activities, we act within the framework of laws and international legal rules, cooperate with all public institutions and organisations, and in this regard, we provide all kinds of information, documents, and notifications requested from us accurately, timely, and understandably.

We are mindful of compliance with all rules and requirements of legislation pertaining to our companies' activities, including financial legislation, and we expect the same from third parties and institutions with whom we collaborate. In our dealings and communications with public officials, we are always honest and do not attempt to influence their decisions with gifts, assistance, or other unethical offers.

As we conduct our activities, we remain equidistant, without favour, from all public institutions and organisations, the legal organs of the state, and all political parties.

Event I know that the daughter of a senior public official who approves important documents related to our company's activities is a recent university graduate and is looking for a job. Can I offer to help her get a job at our company to further develop our relationship with this public official?

Behaviour Our fundamental principle regarding the keeping of legal records is that our transactions should be clear, transparent, and within the framework of the law. As all our transactions take place within the bounds of the law, it is not appropriate for us to develop private (informal) relationships with public officials or to follow a process that deviates from our current human resources policy with similar offers. If this public official's daughter applies for a job, she will be evaluated within the same framework as other job applicants.

2. Our responsibilities towards customers

At Boyçelik Metal, our primary goal in all fields in which we operate and conduct business is to meet customer expectations at the highest level. From this perspective, we continuously work to predict our customers' needs accurately and develop new products that will enhance their quality of life. We constantly innovate by considering customer satisfaction and all kinds of feedback received from our customers. With our customer-oriented work philosophy, we operate with an approach focused on responding to all customer needs, demands, and expectations in the shortest possible time and resolving any emerging problems as quickly as possible.

At Boyçelik Metal, our main principle is to provide the service we offer through all our working branches in a timely manner and under the conditions we have promised. We address both our internal and end customers primarily within the framework of respect and courtesy, demonstrating a transparent and honest approach.

Event As part of my job, I am constantly in communication with customers. Sometimes I am exposed to nonsensical and unacceptable criticism from our customers regarding our products. In such cases, I sometimes engage in dialogues that verge on arguments with customers, both to respond to the criticism and to protect our company and brand image. What should I do in dialogues that end in arguments like these?

Behaviour In line with our company culture, the satisfaction of both our internal and external customers, and their feedback, whether positive or negative, is of great importance for our development. In such situations, we may not be able to understand immediately whether the customer is right or wrong. Even if there are no issues with our products, we must listen to customer criticisms with patience and maturity and persuade them. Instead of trying to explain to our customers that we cannot help them quickly due to staffing shortages or workload, we should strive to find solutions immediately.

3. Our Responsibilities to Our Employees

Our employees form the fundamental building blocks of Boyçelik Metal. We therefore value our employees as our most important resource and operate with an ethos that ensures they can work in good conditions, in harmony, satisfied with their jobs and taking ownership of their work. In all processes, from recruitment to career and remuneration practices, we do not discriminate against any employee based on characteristics such as language, religion, ethnicity, or gender.

We ensure our employees fully exercise their statutory and contractual rights, and we provide the training they need by supporting their personal and professional development.

We value our employees as individuals, keep their personal information confidential, and use this information only within the scope required by law.

In our workplaces, we aim to create a safe and healthy working environment for our employees by striving to eliminate all hazards that could physically and mentally affect them.

Event One of our department colleagues is consistently prioritised for personal development activities like training and meetings due to their family connection with our manager. This situation is demotivating both me and my other colleagues, reducing our work efficiency and causing distress regarding our career goals. What can we do in this situation?

Behaviour In line with our Human Resources policy, we offer equal opportunities to all our employees in all our activities related to personal and professional training and career development programmes. We determine our employees' career plans and training needs based on their performance. As per our policy, we never permit discrimination against our employees on the grounds of language, religion, ethnic origin, gender, or similar personal characteristics. We recommend you share this matter with your two senior managers and the Human Resources Manager.

4. Our Responsibilities Towards Our Competitors

We believe in the necessity of a free market in business life and act to preserve the competitive structure in all our activities, such as pricing, terms of purchase and sale, discounts, and customer selection. We compete ethically and in compliance with the law, avoiding unfair competition. We do not seek to obtain confidential information about our competitors, we do not rely on information obtained through illegal means, and we do not use such information. We do not make any derogatory statements or take any actions that would damage the reputation of our competitors. We respect their copyrights. We expect the same behaviour from our competitors.

In all our marketing activities, including but not limited to advertising ethics, products, services, and promotions; we act honestly and realistically, in accordance with legal regulations and general morality, we refrain from any action that would damage the prestige of the Boyçelik Metal name and our brands; and we avoid including expressions or statements in our announcements, advertisements and commercials that disparage our competitors or their products.

Event An advertising agency working for a competitor in the same sector has requested a meeting. They stated that they have extensive knowledge of our company's new projects, products, and marketing communications, and that they would like to share this information with us if we were to collaborate. We, in turn, asked for time to consider. What should we reply?

Behaviour The disclosure of confidential company information by employees or third parties, whether in exchange for something or not, to rival companies and the creation of unfair competition is neither lawful nor aligned with ethical values. Furthermore, anyone who makes such an offer, whether explicitly or implicitly, lacks qualities such as commercial practice and business ethics, and therefore this company does not meet our community's supplier criteria.

5. Our Responsibilities Towards the Society We Live In and Humanity

We operate with respect for human rights and the values of different societies, and we take care not to act contrary to the generally accepted lifestyles, worldviews, and traditions of society in our activities both in Turkey and in other countries.

In the business world of constant competition, the “Global Compact,” which proposes universal principles for building a culture of shared development, has been signed by some of our firms, and we are implementing its fundamental universal principles.

We work to improve the education, culture, economy, and social well-being of the societies in which we do business. We refrain from all forms of illegal practice and behaviour contrary to human rights, such as child labour, exploitation, abuse and mistreatment of workers, and forced labour. We expect all our suppliers and business partners to act in accordance with these principles, and we will terminate commercial relationships with any individuals or organisations found not to possess the necessary sensitivity in this regard.

We do not include elements that are contrary to society's fundamental values, such as sexual abuse and violence, in our advertisements, and we refrain from any symbols, expressions, or implications that could lead society towards negative habits. We do not create advertisements that demean any political view, religion, language, or ethnic group.

Event I work in the purchasing department. During a visit to the workshop of one of our suppliers, who operates in the sub-industry sector, I witnessed the presence of child workers and heard workers stating in their conversations amongst themselves that they were working without insurance. What should I do?

Behaviour Both the International Labour Organization and Turkish Labour Law legislation deem the employment of children in workplaces considered heavy and hazardous as illegal. Furthermore, employing unregistered workers is an illegal practice that shows disrespect for societal values and labour. You must inform your manager of the situation without delay.

Event In our companies, we provide aid to many foundations and associations based on requests from non-governmental organisations. I am also working in the department where these aids are processed. My manager, however, makes preliminary assessments of the organisations requesting aid based on their personal approaches and worldview, and leaves some requests unanswered. What should I do?

Behaviour Boyçelik Metal approaches all organisations and institutions that align with humanity's universal values with equal impartiality, regardless of religion, language, race, or political opinion. For this reason, your manager must evaluate incoming requests with objective criteria and present them to the committee for approval. You must report the situation to the Ethics Committee or your senior manager. 

6. Our Responsibilities towards the Name Boyçelik Metal

“The name ”Boyçelik Metal" and its brands symbolise the entirety of values that have been built up over more than 60 years of experience. Every employee of Boyçelik Metal, through their conduct, actually represents this entire set of values, along with themselves as individuals.

Boyçelik Metal employees strive to use standard corporate documents when representing the company, and to provide standard information in their dealings with third parties and organisations. They avoid conversational remarks that could lead to interpretation and speculation, and steer clear of direct or indirect statements that could be detrimental to the company and its services.

All our employees will refrain from expressing their personal opinions on social media and in public forums where it might be perceived that they are speaking on behalf of the organisation, and will only voice the organisation's views.

In addition to the general principles stated above regarding the representation of the Boyçelik Metal name, some specific situations are indicated as follows.

Our employees;

• They refrain from attitudes and behaviours that could damage the corporate image in recruitment interviews, meetings with existing/potential clients, phone calls, presentations, relations with suppliers/government departments/official authorities, and in all kinds of meetings and similar environments held on behalf of Boyçelik Metal.

• They adhere to the given appointment date and time, and maintain communication with third parties at a level that professionalism requires and does not damage the institution's image.

• They understand the importance of representing our institution to customers and third parties, and in terms of dress, they choose their attire in accordance with the Dress Code, avoiding extravagance and in line with work discipline and seriousness.

• Boyçelik Metal is aware that any distribution or publication of documents featuring the logos of its brands and group companies requires obtaining relevant approval, and that in the print production of documents featuring the logo, coordination must be maintained with the corporate communications and advertising departments, as well as the relevant company managers.

• They accurately record interview requests and questions from all types of media organisations, including television, radio, newspapers, magazines, local/national and commercial media, and internet sites (caller's name, their media outlet, phone number, subject matter, etc.) and forward them to the corporate communications departments.

• Boyçelik Metal shall not make any statements or engage in any behaviour that could give the impression of political-ideological alignment in public opinion or on social media.

Event I attended a conference with my colleague at one of our country's leading universities to share our knowledge and experience. During the Q&A session at the end of the conference, my colleague expressed their personal opinions and assessments without stating they were their own views. My colleague's responses did not align well with Boyçelik Metal's values and also highlighted their own political views. In this situation, what approach should I take?

Behaviour If you believe and foresee that this behaviour will create a negative perception among listeners in terms of the values carried by the name “Boyçelik Metal‘, you should directly warn your friend during your conversation and prevent them from making these statements. If your friend remains indifferent, you should share this situation with your senior manager and ensure that greater care and control are exercised in future organisations to uphold the values of the institution to which you belong.

Event In recent days, there have been a few negative comments about our brand on social media. One of my friends responded to these comments in a very harsh and inappropriate tone, stating that they were an employee of Boyçelik Metal. I do not approve of my friend's tone here. However, what approach should we take against unfair criticism?

Behaviour It is inappropriate for employees to give statements of their own volition and means, especially to the public and the media, in order for our institution to present a unified stance. Our corporate communications department should manage our communications carried out through the media. Our friend's reaction, even if well-intentioned, is incorrect behaviour that does not befit “Boyçelik Metal”. The correct approach should be to forward the matter to our corporate communications department, rather than reacting individually.

7. Our Responsibilities Towards the Environment

At Boyçelik Metal, knowing that fulfilling our environmental responsibilities also means fulfilling our responsibilities to our employees, society, and humanity, we act with environmental awareness during all our services and activities, operating our facilities to standards that will not cause environmental pollution.

At Boyçelik Metal, we focus on sustainable growth, developing and implementing paths and methods to minimise the long-term negative environmental impacts of our operations. We keep the consumption of natural resources at a minimum during all our manufacturing processes, including the infrastructure, heating, cooling, electricity, and water installations of all our businesses.

We take care to ensure that the raw materials and materials used in the process from the manufacturing stage to product delivery cause the least possible environmental harm. By incorporating waste, other than household waste, into the recycling loop, we keep the damage we cause/will cause to nature to a minimum.

Event A few days after manufacturing with chemical material purchased from our subcontractor, it was found that the last batch of this chemical material was harmful to the environment and human health. However, during this time, we carried out our production with this material, and the products have also reached the points of sale. What should we do in this regard?

Behaviour Firstly, it is a requirement of both the law and our company culture that our products are not harmful to human health. These products must be identified during inspections conducted by the quality control departments. You must inform both your relevant manager and the department that made an error in the product inspection. Furthermore, products at the point of sale must absolutely be recalled before they reach the consumer, regardless of the cost, replaced if possible, and destroyed if not.

Event As a technical officer responsible for the maintenance and repair of the filter system at our production facility, I observed a few weeks ago that the filter system was not operating very efficiently. I carried out the necessary repairs and rectified the fault. I am now observing that this fault has recurred. I am an engineer who has held this position for many years and knows the system well. Although the current filtration system meets the legal requirement, I believe that if the system is not renewed, this fault may occur frequently and the system may be insufficient to filter waste gases, even if only for short periods, in the future. I have also shared this with the relevant managers in our company. However, some managers believe that this is costly and that it would be more appropriate to repair the filter system again and continue working in this way. A discussion has arisen between us on this matter. As an expert employee concerning this work, should I insist on my request for the system to be replaced?

Behaviour At Boyçelik Metal, we have great sensitivity towards the environment. The environmental impacts of our production activities must be addressed with a level of care that goes beyond legal requirements. In this regard, managing all our activities within the framework of sustainable growth criteria should be our fundamental principle. If the managers you shared this matter with do not show this sensitivity, you should bring the situation directly to the Ethics Committee without hesitation. The Ethics Committee will ensure that the necessary measures are taken and, if required, the system is renewed, by verifying the issue you identified through other independent assessments.

8. Information Security and Social Media

At Boyçelik Metal, information is defined as all data, text, images, sounds, and similar content in physical or digital media that is produced, used, transmitted, archived, or legally transferred to the company within business processes. Strategic information, organisational information, commercial/technical/financial data, customer/dealer information, policies/procedures/regulations, product and service information, employee personal information, and, without limitation, all other information belonging to Boyçelik Metal and our Group Companies are considered within this scope.

Any information related to business and not publicly available at Boyçelik Metal is considered confidential information and will not be shared with third parties outside the company, except as required by current duties. Within the company, while transparency is the main principle, care is taken to share information to the extent required by current duties.

All information developed by Boyçelik Metal employees, acquired by the company, or arising from the requirements of the work belongs to the company and is considered a trade secret. All company data and information that is not shared with the public, such as company products/services, financial information, technical information, business development information, customer/supplier related information, employee related information, and similar data, whether in written and printed form, electronic media, or computer programs, is owned by the institution and shall be considered confidential information.

All employees are responsible for the proper operation of the information security systems established to protect confidential information within our organisation, within the scope of their individual duties. Boyçelik Metal Group employees exercise the necessary care to prevent the loss of any information and/or document they use and access while performing their duties, and furthermore, to ensure that the accuracy or integrity of such information and/or document is not compromised.

Our employees are aware that all information (financial information, customer information, personnel records, etc.) and/or documents accessed due to their duties are confidential and will not be shared with third parties (persons other than Boyçelik Metal and Group companies). They will act in accordance with the principles of employee loyalty, confidentiality, and non-competition.

In line with promoting communication opportunities and the necessities of business life, social media is extensively used within our organisation. Social media and internet services are primarily available for business use, and to a limited extent, for personal use. Employees are aware that all information accessed and sent electronically is monitored and controlled by the company. Employees are responsible for protecting the passwords used for internet access and email services.

In addition to the above-mentioned general principles on information security and the use of social media tools, some examples can be given as follows.

Our employees regarding information security;

• They should attach importance to the confidentiality of confidential and/or trade secret information and adhere to the principles of loyalty and confidentiality.
• They report information security violations, security gaps and all kinds of suspicious situations within the organisation to the relevant units and persons.
• Employees, customers, suppliers, business partners and other individuals and organisations with whom we collaborate will protect confidential and private information and will not use this information for purposes other than business.
• Information learned and documents possessed due to business shall not be shared with unauthorised individuals or authorities, either within or outside Boyçelik Metal and our Group Companies, and shall not be used for personal purposes in any way.
• Following their departure from Boyçelik Metal and our Group Companies, they shall not use any proprietary information or documents to the detriment of our Group Companies or in favour of competitors.
• They attach importance to the protection of intellectual property such as patents, trade secrets, copyrights, names and trademarks.
• They do not forget that it is forbidden to gain profit through the stock exchange or any other means by leaking any confidential information and/or documents within the scope of “Insider Trading”.
• When certain information needs to be shared with third parties due to business requirements, they ensure that this information is shared in a way that does not cause harm to the company (e.g., via a Non-Disclosure Agreement), by informing the information security/relevant department and obtaining approval from senior management.
• They do not forget that the company-provided email account is allocated for company business and may be audited.
• They do not use the technological communication tools provided to employees in order to exchange information within the business relationship for their personal purposes.
• Avoid any behaviour that may threaten the physical/environmental security of PC, Laptop, Server and similar information processing and production devices.
• Ensure that information and documents requested by Regulatory Authorities and Independent Auditors are shared accurately, clearly and timely in accordance with company practices.
• They apply to the information security unit in case of unauthorised/unintentional access, exposure or sharing of confidential information for any reason.
• Individual visitors come with reasonable frequency and in such cases, interviews are held in the canteen, cafeteria or interview room after the approval of the unit managers.
• They do not take any electronic and/or written documents (cd, portable memory, etc.) containing information and data outside the company for non-business purposes. (If necessary, the approval of the manager is obtained.)
• They are aware that software installation authority for the entire system resides with the Information Technology Department, and they do not install or use programs that enable the sharing or downloading of files such as music, pictures, films, etc., from the internet.
• “They do not send so-called ”chain letter" e-mails.
• Necessary care and attention should be taken in the use, sharing, storage, protection of the accuracy and integrity of all kinds of information and documents. The published “Information Security Policy” document must be complied with, and since the issues to be complied with are explained in detail in this document, the relevant document must be obtained and read.

Information Security and Social Media Case Studies and Behaviours;
Event I have been working with a colleague, who is also a family friend, for many years. They left our organisation six months ago. Recently, they called me asking for a copy of a report they had prepared while working at our organisation. They had encountered a similar issue in their new workplace. I assumed it was a study they had previously prepared and sent them the file. However, I felt uneasy afterwards. Was my behaviour wrong?

Behaviour Our organisation's employees are bound by confidentiality and cannot share any company-related information with third parties. All documents produced in the course of business are the property of the organisation. Even if it was a report you prepared in the past, you should not have shared it with your friend after they left the company.

Event I am using my company's email address extension on social media. Is this behaviour ethically correct?

Behaviour In today's world of widespread communication, company email addresses should not be used when making private and personal posts, especially on social media.

9. Relationships with Suppliers and Customers

It is important for all employees to protect and sustain the positive perceptions of Boyçelik Metal among suppliers and customers.

Boyçelik Metal employees do not derive personal gain from commercial transactions with suppliers and customers, do not use company information and positions for their own benefit, do not engage in commercial competition with the company, and do not maintain close relationships with individuals or organisations who would benefit from information they possess by virtue of their job. In this context, employees do not own or are not partners in profit of a supplier or any competitor with whom the company has direct business relations.

In business relationships with organisations owned or part-owned by relatives of employees, it is expected that business conditions similar to those offered to parallel suppliers/customers will be provided, that these conditions will be evidenced through periodic internal audit reports, and that the business relationship in question will be entirely outside the employee's individual scope of duties. However, even if all these conditions are met, the express consent of the Board of Directors of the relevant company will still be sought.

Employees should not have a financial interest relationship with suppliers/customers and competitors, such as lending and borrowing, suretyship and similar financial interests, in addition, their social relations with suppliers/customers should not be at an intensity that may damage the professional business relationship and their personal purchases from suppliers should not be of a nature that may carry advantages beyond the usual commercial conditions.

In principle, we do not accept gifts from our business partners. However, it is permissible to accept gifts from (or give to) our business partners if they are in line with commercial practices, remain within the framework of good faith, and are not of a level that could influence the objectivity of our decisions. Any doubts regarding this matter can be resolved by considering the limits and rules established in the gift policy.

In addition to the general principles mentioned above for relationships with suppliers and customers, certain specific situations can be outlined as follows.

• Our employees may not use their duties and authorities within the institution for their own, their families', or third parties' personal or private gain under any circumstances.
• Employees working in the purchasing functions of the Company do not establish individual commercial relations with suppliers with whom they are in contact due to business relations.
• If an employee who has left the workplace becomes a potential supplier -except for special permissions obtained from senior management-, no commercial relationship can be established between him/her and the organisation for two years. If the person has left the workplace by becoming a partner of a supplier with whom he/she previously had a business relationship, the existing commercial contracts are re-evaluated and the Ethics Committee's opinion is taken into consideration.
• Our employees shall not request the recruitment of any relatives or acquaintances to any supplier company with which they have a business relationship due to their duties within the company.
• Employees may participate in activities organised by customers or institutions of which we are a customer, provided they remain within acceptable limits (with the knowledge of senior company management).
• Meals eaten during meetings where business matters are discussed and reviewed, or other expenses appropriate to the requirements of the business, may be authorised to be paid by customers or suppliers.

Event We prepare a price catalogue for our products on a regular basis each month. We obtain quotes from different printing houses for the production of these catalogues and have them printed by the one most suitable for us. Recently, I observed that we have been working intensively with the same printing house, and upon a little investigation, I realised that the owner of the printing house is a close relative of one of our managers, and that the prices they quote are always only slightly lower than the price above them. What should I do?

Behaviour Our employees must never use their duties and authorities for personal gain. Although the business relationship with the printing house may seem normal from an outside perspective, it is understood that there could be an unethical situation in this case. You should report your observation to the Ethics Committee without delay. If the manager you mentioned is directly involved in the decision-making body of the business relationship established with the supplier, the existing business relationship has become even more problematic. The Ethics Committee will review the matter in terms of compliance with ethical standards and ensure that the necessary measures are taken.

Event As part of my role in the marketing department, I frequently visit dealerships. During one of my visits to a dealership owner I've known for many years, while chatting, I mentioned that I would soon be taking out a pre-nuptial consumer loan. The dealership owner stated that he would refer me to a banker he knows for the loan, and that he would also be willing to be my guarantor if I wished. Would accepting this offer be ethically problematic?

Behaviour It is extremely problematic for our employees to engage in debtor-creditor relationships, guarantees, or similar conflicts of interest with our customers or suppliers, both in terms of the considerations to be observed in relations with customers and suppliers and in terms of our responsibilities towards the “Boyçelik Metal Name”. You should politely reject the dealer’s proposal and explain our institution’s sensitivity on this matter.

Event Is there any problem with me accepting help from this supplier?

Behaviour If you were not an employee of Boyçelik Metal, it would not be possible for this architectural project office to share the existing project with you free of charge. In this case, even if it does not impose any burden on the other party, this offer would mean that you are using your position and authority within our organisation for personal gain. It is not compatible with our ethical values for our employees to purchase goods/services from our suppliers free of charge or at a price lower than the equivalent. Furthermore, our employees who hold positions in decision-making bodies in our relationships with customers and suppliers must not establish any personal commercial relationship with the customer/supplier in question under any circumstances.

Event In the final days of the year, gifts are arriving at our department from the companies we work with, in connection with the new year. Is it appropriate for us to accept these gifts, many of which do not have significant monetary value?

Behaviour Gifts that are not of a value that would affect the objectivity of our decisions, in accordance with commercial practices. You can review the Boyçelik Metal Gift Procedure for more detailed information on which gifts are acceptable and which are not.

10. Use of Institutional Resources

The tangible and intangible assets belonging to our companies, all kinds of material benefits obtained through company facilities, and human and informational resources constitute institutional resources. The interests of the institution will be taken into account in the utilisation of resources on behalf of our institution.

Especially in human resources, employment should be based on the interests of the organisation, and managers assigning employees for their personal errands constitutes a violation of this principle.

Employees are expected to use all vehicles, fixtures, goods, and facilities allocated for work purposes without causing damage, within the framework of their necessary care obligations, and solely for the institution. For example,

• Long personal calls on an allocated telephone,
• Excessive and unwarranted expenses incurred while travelling on business,
• Allocation of company staff time to the personal affairs of the manager,
• Use of the company vehicle for the benefit of third parties that cannot be directly associated with the organisation,
• Any behaviour that obstructs the use of communal areas or damages fixed assets can be considered within this scope.

Event Due to the nature of my job, I travel frequently. The expenses incurred during these trips are reviewed by the finance department. Following my last trip, I was not reimbursed for some of the documents submitted on my travel form, on the grounds that they included personal expenses. I was also informed that I needed to deduct a few small, insignificant amounts from the total sums of certain documents from my overall travel expenses. Considering the importance of the business trip, should we take these small amounts into account and deduct them from the document totals?

Behaviour The approach of the employee in the finance department is correct. What is important is not the amount of the expense, but the fact that an expense that cannot be directly related to the business trip has been claimed from our organisation. It would be appropriate for you to consider the matter along these lines. Our organisation reimburses its employees for all daily expenses incurred during business trips, provided that receipts are submitted.

Event I work as a technician in the maintenance department. Some of our senior managers occasionally assign me to fix electrical faults at their homes. I personally don't find this appropriate. I even tried to express this to my direct manager once, but they stated that there was no harm in providing such small services when work was available. What should I do?

Behaviour The workforce of employees is part of our organisational resources. It is not appropriate to use resources allocated to the organisation for private purposes. On the other hand, the structure in which you are carrying out the electrical repair may not comply with the occupational safety standards in our workplace. In the event of a potential work accident during the service you provide during working hours, the company you are working for will also be held legally responsible. You are required to report the matter you have communicated to your manager to the senior management in your company or directly to the Ethics Committee.

11. Managers' Responsibilities

In the Boyçelik Metal Group, managers at all levels embrace ethical rules and serve as pioneers and examples in ensuring their adoption among unit employees.

In this context, managers;

• They encourage their subordinates for sharing, questions and opinions about the Code of Ethics.
• They take every issue consulted on ethics seriously and, if necessary, forward it to the Ethics Committee as soon as possible.
• They create business processes in a way to minimise the risks related to ethics by taking into account the entire ethics procedure during the construction of the works under their responsibility.
• They are aware of the instructions and regulations published within the organisation and follow any changes, informing their subordinates accordingly.
• Immediately inform the senior management about legal issues concerning the organisation, and do not resort to individual solutions.
• They are willing to take initiative in their duties and do not consciously avoid using their authority and responsibilities.

12. General Responsibilities of Employees

At Boyçelik Metal, every individual is valued, and their participation in professional life with their unique lifestyle and worldview is worthy of respect. This booklet outlines Boyçelik Metal Community's ethical principles and illustrates employee behaviours aligned with these principles. In this section, the attitudes and behaviours that every Boyçelik Metal Community employee should demonstrate in professional life, particularly in an office setting, are generally as follows.

Our employees,

• They do not harass and disturb their colleagues physically, psychologically and socially, and do not engage in violent attitudes and behaviours.
• They do not use drugs and/or stimulants and/or alcohol in the offices and never come to the workplace in this way.
• They shall only lend to legally authorised institutions and organisations, and shall not enter into debt and surety relations with each other in a manner that may undermine the image of the institution.
• They do not commit theft, abuse of security, forgery, fraud, slander, bribery, embezzlement crimes (disgraceful crimes) inside and outside the company, and fulfil their duties and responsibilities to the state as individuals who respect the social law and laws.

When the business relationship with Boyçelik Metal ends, all information and documents within their scope of duty will be handed over to their institution in full.

• They work with the effort and goodwill to fulfil the duties and responsibilities specified in their job descriptions with a minimum level of error.
• They know and adhere to their declared and communicated working hours, report any reasons for not arriving at work on time or for being late, and do not change their working hours without the knowledge of their manager or the Human Resources Department.
• They attend the trainings planned for them and all organised meetings.
• In the event that they have information about violations of practices within the company, they report this to their senior manager and/or the relevant unit.
• Full-time, contracted, and part-time employees do not work for competitor firms in a similar field of work for remuneration, including paid/unpaid leave periods. In cases where employees work in secondary jobs for remuneration or in positions requiring payment, such as consultancy, outside of competitor firms, they shall inform their direct supervisor and consent to evaluations regarding competition, loyalty, and performance due to their work.
• They know that incorrect, misleading, and exaggerated information in communication will prevent the transmission of the correct message and therefore pay attention to establishing healthy communication.
• They communicate openly and transparently with all our stakeholders within the bounds of commercial confidentiality. They prevent improper disclosure of confidential information; they limit the disclosure of confidential information to individuals who require access to this information to perform their jobs.
• They shall disclose any information they become aware of that clearly shows a breach of internationally recognised safety standards or principles by any product or service they supply or produce.

All our employees shall, in principle, not receive any remuneration from external organisations in connection with their duties within the company, whether for speaking engagements, presentations or expert witness testimonies in courts; if a situation arises where remuneration, even symbolic, is required, the approval of the General Manager must be obtained.

This booklet covers all companies and employees of Boyçelik Metal, and all customers, suppliers, and third parties with whom we have established business partnerships are expected to take into consideration the content of this booklet when doing business with Boyçelik Metal.

Throughout all business processes, starting from the selection of suppliers, our managers and employees are directly responsible for ensuring that our suppliers, customers, and business partners exhibit behaviour consistent with the principles and ethical rules of the Boyçelik Metal Community, in addition to the necessity of our managers and employees personally acting in accordance with ethical rules.

13. Assessment of Non-conformities

Without a doubt, the topics and case studies presented in this booklet may not provide definitive answers for every situation encountered in business life. We expect our employees, in cases of dilemma regarding how they should behave to uphold the high standards of our companies, to consider the values our community has built over more than 60 years and to align their conduct with these values.

As can be seen from the examples below, unethical situations and behaviours can manifest in many different forms. 

• Managers giving unethical instructions and directions to their subordinates,
• The employee's own behaviour contrary to ethical rules and corporate values,
• The employee sees his/her colleague in a behaviour contrary to ethical rules or corporate values,
• In our ongoing relationships with our business partners (customers, suppliers, etc.), business owners, managers, or personnel of these firms making unethical offers or requests to our employees.
• Our employees making unethical offers or requests to our business partners (customers, suppliers, etc.).

Our employees are required to share any information that they become aware of or suspect regarding a violation of ethical rules or our corporate values with their senior management and the Ethics Committee members within the framework of the following criteria. In other words; if our employee observes any behaviour that they deem unethical or potentially non-compliant with our principles and professional business ethics rules, they should act according to the answers to the following questions asked of themselves. 

• Does the behaviour go against our principles and traditions?
• Does the behaviour contravene professional standards and the rules set out in this booklet?
• Does the behaviour conflict with the interests of the organisation?
• If you were to behave like this, would you find yourself in a difficult situation if others heard about it?
• Could the behaviour, if it becomes known to the public, our customers and our other stakeholders, lead to negative consequences for our company?
• Is the behaviour clearly contrary to the law and corporate regulations?
• If a third party outside the company were to objectively evaluate the situation you witnessed, would they perceive it as unethical?
• Does the behaviour, when judged conscientiously, shake your inner sense of justice?

Our employee must analyse the situation and report it to the Ethics Committee if they answer “yes” to one or more of the above questions.

14. Ethics Committee Working Principles and Resolution of Non-Compliances

Ethics Committees established within group companies operate under the authority of the Ethics High Committee. The Company Ethics Committee consists of a chairperson, three members, an independent member (an expert consulted on the relevant subject as needed), and a secretariat, and begins its operations, after approval from the Board of Directors, by being announced to all employees by the Company Human Resources department. Duties and Responsibilities of the Ethics Committee:

• Investigating complaints and reports of breaches of company ethics within the organisation,
• To decide or cause to be decided, the ethical rule violations that have been investigated,
• To provide views and recommendations on the application of ethical rules,
• To respond to consultation requests within the scope of Boyçelik Metal's code of ethics,
• Ensuring ethical rules comply with legal regulations,
• To inform employees about ethical codes, and to maintain continuous communication with employees to ensure the clarity of policies and rules.,
• To ensure that new employees and all existing staff read and are informed about the company's code of conduct.

All our employees can report their questions about the code of conduct and any suspected violations verbally, or they can use the communication channels of the Company Ethics Committees established within the group companies, as specified below.

BOYÇELİK METAL INDUSTRY AND TRADE INC.

Email etik@boycelik.com.tr
Address: Boyçelik A.Ş. – O.S.B. 37. Cad. No:4 MELİKGAZİ KAYSERİ
This is a body that, along with its violation assessment function, employees can consult with regarding situations they find suspicious and ethical dilemmas they experience. Furthermore, to enhance ethical awareness within our community and to take protective/preventative measures against ethical violations, it is open to all suggestions from our employees.

In notifications to the Ethics Committee, it is guaranteed by the Company's Ethics Committee that the notification will not have any negative impact on the employee who makes it, provided that the whistleblower does not make malicious notifications, and also that any notification made will be kept strictly confidential.

Complaints and notifications received by the Ethics Committee are investigated within the framework of confidentiality principles, and every stage of the investigation is duly recorded. The Ethics Committee has the authority to obtain relevant information, documents, and records from any unit it deems necessary concerning the subject of its investigation. The Committee takes the necessary measures to conclude investigations into violations promptly and can obtain support from experts and specialists, considering confidentiality principles if deemed necessary for a fair investigation. Reported or identified rule violations may be resolved by the Company Ethics Committee, considering their nature and effects, as determined by the Head of the Ethics Committee, or they may be referred to the Company Disciplinary Committee, the Holding Internal Audit Department, or the Higher Ethics Committee and resolved without the participation of the Ethics Committee.

The Ethics Committee operates on the assumption that each employee acts in accordance with ethical rules unless misconduct is concretely demonstrated. An employee against whom a complaint or report is made on the grounds of unethical behaviour is given an opportunity to express themselves regarding the complaint/report. Furthermore, during the investigation process, it is assumed that the employee subject to the investigation has not committed any violation until the allegations against them are concretely verified.

The Ethics Committee convenes upon receiving a tip-off or a request for an opinion, at the invitation of any of its members. The Committee may invite individuals it deems appropriate to meetings to obtain information on matters it considers necessary. The Chairman of the Ethics Committee is responsible for the application of the Ethics Committee's working principles.

Notifications of violations of ethical rules concerning the company's ethics committee and its members are to be made directly to the Senior Ethics Committee, either verbally or in writing. (ustetik@ erciyes.com (to the e-mail address or to Boyçelik Inc. – O.S.B. 37. Street No:4 MELİKGAZİ KAYSERİ address).

15. Code of Ethics Committee's Working Principles and Resolution of Non-Compliances

The Ethics High Committee, established within Boyçelik Metal A.Ş., operates under the Chairman of the Board of Directors. The Ethics High Committee consists of a chairman, three members, an independent member (an expert consulted on the relevant subject when needed), and a secretariat, and commences its operations after approval by the Board of Directors and announcement to all employees by the Holding HR department.

Ethics Committee's Duties and Responsibilities:

• Investigating complaints and reports of ethical breaches within the holding,
• To decide on or have decided unethical conduct violations that have been directed from company ethics committees and have not been resolved,

If reports of ethical rule violations concerning group companies are made directly to the Ethics Board of Directors, then the violation reports will be forwarded to the company ethics committees.

• To decide or cause to be decided, the ethical rule violations that have been investigated,
• To provide views and recommendations on the application of ethical rules,
• To respond to requests for consultation within the scope of Boyçelik Metal Code of Ethics,
• Ensuring ethical rules comply with legal regulations,
• To inform employees about ethical codes, and to maintain continuous communication with employees to ensure the clarity of policies and rules.,
• To ensure that those starting at the holding company and all employees read and are informed about the code of ethics.

Employees in holding roles may report their questions about the code of conduct and any violations they deem suspicious verbally, or they may use the communication channels of the Ethics Committee specified below.