All of our activities in Tofaş are guided by our commitment to the rules of business ethics and “zero tolerance” against corruption and bribery, both of which are the cornerstones of our corporate culture. Our ethical values and the rules we have to follow are regulated by “Tofaş Code of Conduct and Code of Practice” document. “Our Anti-Bribery and Anti-Corruption Policy”, on the other hand, showcases our perspective in the fight against corruption and bribery.

These rules and policies address the following issues: protection of all kinds of company assets and information, prevention of conflicts of interest, issues to be taken into consideration in establishing business partnerships, occupational health and safety, anti-bribery and anti-corruption, and compliance with business ethics. The same rules and policies also define disciplinary actions and sanctions to be applied when these rules and principles are violated, as well as the mechanisms used to report such violations, and relevant processes are analyzed with due diligence. Our business ethics and anti-corruption approach is based on the United Nations Global Compact (UNGC), Principle 10: Anti-Corruption.

Anti-Corruption Policy and Systems

Within the scope of business ethics and anti-corruption, we follow a compliance program that includes risk-based assessment, monitoring, auditing, reporting and training activities carried out under the coordination of Tofaş Ethics Committee and Internal Audit Department. Significant steps were taken to prevent corruption by adopting the principle of segregation of duties and by defining relevant control points. The functionality and effectiveness of business processes and control points are reviewed periodically through audits conducted by the Internal Audit Department. Furthermore, business processes and financial statements of the company are audited at least twice a year by different independent audit teams.

The Tofaş Board of Directors bears the primary responsibility for ensuring that the activities of the company are carried out in compliance with the relevant legislation, the Tofaş Code of Ethics and the Tofaş Anti-Bribery and Anti-Corruption Policy. Relevant tasks are carried out by Tofaş Ethics Committee assigned by Tofaş Board of Directors. Tofaş Ethics Committee consists of the CEO, the Chief Legal Counsel, the Director of Human Resources and other relevant directors, and convenes every 6 months or upon the call of one of the members. The Ethics Committee is responsible for spreading the ethics principles in the company, helping people understand such principles, communicating with internal and external stakeholders, as well as effectively managing and revising the code of ethics, when required. The Committee is also responsible for reviewing the violations reported by employees and third persons, making a decision, establishing investigation committees, when required, applying decisions in line with the discipline procedure, and informing relevant authorities. The Tofaş Code of Ethics and the Personnel Regulation also mention the sanctions to be applied in case of a violation, including termination of a contract.

Tofaş Ethics Committee also monitors and supervises compliance with the code of ethics, and with the anti-bribery and anti-corruption policy. Compliance with the code of ethics and policies is supervised through periodical audits performed by the Internal Audit Department. Risk-based assessment is based on while defining the risks associated with those codes and policies. During this assessment several factors are taken into account, including the quality of the activity performed, its location, relevant internal and external risks, and on-going internal controls. The risk of corruption and bribery is among the significant criteria used when determining internal and external risks.

Based on the results of the risk assessments carried out by Tofaş Internal Audit Department, an audit plan is prepared to review and strengthen the effectiveness of internal controls at required points, which is then submitted to the Audit Committee for review and approval. The units that are subject to a higher level of risk according to the risk-based assessment are given priority in the audit plan. These audits address corruption and bribery risks, and eliminative procedures are performed within this scope. When these procedures fail to satisfy the needs, relevant units propose corrective actions. The Internal Audit Department submits the results of the audit activities in writing and verbally to the General Manager and the Audit Committee affiliated with the Board of Directors. Significant issues and problems detected during the audits are addressed by the Internal Audit Department and Ethics Committee in relevant Board Committees that gather together at least four times a year. In the audits carried out in 2020, no bribery case was encountered.

All employees are responsible for acting in accordance with the work principles, and obeying corporate values and ethics principles of Tofaş, and they sign a document to guarantee that they will fulfill their relevant responsibilities. In this context, our code of ethics and anti-bribery and anti-corruption policy are communicated to our employees, including new recruits, who accept the documents with their signatures. The code of ethics is also mentioned in the mandatory orientation training for our new staff. Furthermore, since December 2017, our personnel have been attending their respective unit’s periodical briefing meetings about the code of ethics.

Our senior executives and mid-level managers are responsible for attaching required importance to the code of ethics, and ensuring compliance with those codes. It is explicitly stated in our Anti-Bribery and Anti-Corruption Policy that our employees will not be held liable for any losses incurred by the company due to their compliance with the code of ethics. It should also be noted that members of the Board of Directors, our suppliers, dealers, all of our business partners and stakeholders are responsible for ensuring compliance with those codes and policies. According to us, business ethics and anti-corruption are a significant part of the activities we conduct with our stakeholders, and we strive to make required improvements in this regard. Accordingly, to inform our business partners, we publish our codes and policies on our website, which are always accessible via internet.

One of the most significant topics we pay attention to while choosing our business partners and forming partnerships is compliance with our code of ethics and anti-bribery and anti-corruption policy. Therefore, while forming partnerships, and choosing our suppliers and dealers, a “due-diligence process” is applied, during which such topics as anti-bribery and anti-corruption are discussed.

While assessing the companies to supply goods or services for us, or firms to represent us, we use our corporate criteria, which address the risk associated with anti-corruption and anti-bribery. During the assessment process, relevant business unit and purchasing department work together. Purchasing department assesses alternatives to make a choice among qualified companies and to determine a price, and the company with the greatest number of advantages for Tofaş is chosen. The companies are chosen transparently and fairly. The companies are paid on condition that they provide their services in accordance with Tofaş’s codes and policies. Relevant control points are created in business processes with the aim of making payments properly for the services provided, and ensuring compliance with the codes and policies mentioned earlier. Effectiveness of these control points is regularly tested by the Internal Audit Department. Ethical code of conduct and codes of practice that are expected to be obeyed by the parties, as well as binding legislations are mentioned in the contracts signed with our business partners. Business partners are informed that the contract signed will be revoked in case of a violation of those codes and legislations. Furthermore, their anti-corruption and anti-bribery performance is constantly monitored. There was no case of bribery or corruption in relation to our business partners in 2020.

The adequacy of our Company’s anti-bribery and anti-corruption policies, mechanisms and reports is evaluated by the Board Committees at least once a year. It should be noted that the Audit Committee reporting to Tofaş Board of Directors independently evaluated and approved our anti-bribery and anti-corruption mechanisms, systems and procedures. The result of the evaluation can be found in the minutes of the committee meeting dated February 3, 2021.

In order not to violate our codes or applicable regulations, we collect information from international data providers, public authorities, and social media, and list the companies and persons blacklisted for bribery and corruption. Following our procedure, we detect suppliers, contractors, mediators, and customers who are known or suspected to bribe, and revoke our on-going contracts.

We have accessible and open communication channels that help us detect violations of the Ethical Code of Conduct and the Anti-Bribery and Anti-Corruption Policy. To raise awareness, our employees, suppliers, and other stakeholders are regularly notified to remind them the communication channels they can use to report such violations. Accordingly, our employees, business partners, and other stakeholders can send anonymous e-mails to etikkurul@tofas.com.tr to report violations of our codes and policies. Besides, the notifications we receive through customer relations center and corporate web page, as well as the notifications submitted by our employees are reviewed with due diligence.

Ethics Committee guarantees that the details given in such notifications as well as relevant investigations to be conducted will be kept confidential. The Committee also protects informant employees and stakeholders from all kinds of undesired situations. This is clearly emphasized in Tofaş’s Code of Ethics, Code of Practice, and Anti-Bribery and Anti-Corruption Policy.

As clearly stated in Code of Ethics, Tofaş cannot be a part of any political or ideological tendency or organization. Tofaş cannot give any in-kind or financial aid, or moral support, neither directly or indirectly, to any campaign or political activity conducted by political parties, politicians, or candidates. Tofaş’s relationships with public institutions are transparent. Information is exchanged as part of such relations, and sectoral information is provided explicitly, upon request. We work with sectoral NGOs to solve sectoral problems and to share opportunities for development. If we are to sign a tender or work for a public institution, we fully comply with the laws and procedures, and obey free competition rules.

Reporting: Anti-Corruption

We provide online training courses for our employees, suppliers, and dealers, and conduct activities to remind them our Code of Ethics and Anti-Bribery and Anti-Corruption Policy with the aim of helping them get familiar with and adopt Tofaş’s Code of Ethics. These training courses involve both theoretical knowledge and case studies from business life. First applied in 2016, and revised in 2018, the online training program reached 750 dealer personnel in 2020. It is still being improved based on the feedbacks we receive from our suppliers and dealers. Within the scope of the sustainability report, a prioritization analysis was performed in cooperation with our dealers, suppliers, and NGOs, as a result of which business ethics and anti-corruption were determined to have the highest priority (by 95%).

In 2020, no bribery-related case was reported through our communication channels, and no bribery case was experienced in our Company. Again, in 2020, no corruption-related allegation was made against the company. A total of 35 cases were reported to Tofaş through our communication channels in 2020, and the results are as follows:

The feedbacks, views, and recommendations provided by our stakeholders with regards to compliance with the code of ethics, as well as those related to anti-bribery and anti-corruption are taken into consideration and used to improve currently available practices. Accordingly, Tofaş works with TEİD (Ethics and Reputation Society), an experienced association in Turkey specialized in anti-corruption and anti-bribery, which provides our company with the information collected from our stakeholders. Two of our directors serve as members in TEİD Board of Directors. Furthermore, our Internal Audit Department attends TEİD’s anti-corruption activities, and closely follows up the information and opinions shared. Only a membership fee is paid for TEİD’s support.

TEİD annually prepares “Anti-Corruption Program Effectiveness Survey” based on OECD’s and UN’s best anti-corruption practices, which is used to assess the effectiveness of Tofaş’s anti-corruption program and reporting system, and required improvements are made accordingly. Wishing to follow-up the developments in the international platform, our company has become an active member and participant of TEİD, UN, OECD and B20 working groups.

Being one of the 140 signatories of the “Business Ethics Common Principles Declaration”, i.e. Europe’s largest anti-corruption collective action, Tofaş remains the first and only signatory from Turkish automotive sector. In line with its goal of becoming the sectoral leader in the fight against corruption, Tofaş encourages its large suppliers to participate in this collective action.