Anti-Bribery and Anti-Corruption Policy
İLBAK HOLDİNG
İLBAK HOLDING CORPORATE ETHICS AND COMPLIANCE POLICY DOCUMENTS
A. Purpose and Commitment
İlbak Holding and all its affiliates, subsidiaries, and partners (“Holding”) undertake to conduct all their activities in line with the principles of integrity, transparency, and accountability. Within the scope of this Corporate Ethics and Compliance Procedure Manual and Documents, the Holding aims to establish ethical standards of conduct across the organization, ensure compliance with procedures, prevent risks of bribery and corruption, and ensure adherence to the laws of the Republic of Türkiye and international legislation.
B. Legal Basis and Compliance Framework
National Legislation:
This Corporate Ethics and Compliance Procedure, Manual, and Documents have been prepared based on all applicable local legislation, primarily including Labor Law No. 4857, Turkish Penal Code No. 5237, Turkish Code of Obligations No. 6098, Law No. 3628 on Declaration of Assets and Combating Bribery and Corruption, Law No. 6698 on the Protection of Personal Data (KVKK), and Law No. 4054 on the Protection of Competition.
International Standards:
As part of global trade, the Holding adopts compliance with the following regulations:
- FCPA & UKBA: U.S. and United Kingdom Anti-Bribery Laws.
- OFSI: Office of Financial Sanctions Implementation and NCAs, CFSP.
- OFAC: U.S. Department of the Treasury Office of Foreign Assets Control sanctions regimes.
- ISO 37001 & 37301: Anti-Bribery and Compliance Management System standards.
II. ILBAK HOLDING ANTI-BRIBERY AND ANTI-CORRUPTION POLICY
1. CORPORATE COMMITMENT
İlbak Holding believes that commercial success in the strategic sectors in which it operates, including mining, advertising, real estate, tourism, and media, can only be sustained through ethical values. The purpose of this Anti-Bribery and Anti-Corruption Policy (“Policy”) is to implement and set forth the anti-bribery and anti-corruption principles included in İlbak Holding’s Code of Ethical Conduct.
2. LEGAL BASIS
This Policy has been prepared based on the principles set forth in the Turkish Penal Code No. 5237 (Articles 252–254), Law No. 5549 on the Prevention of Laundering Proceeds of Crime, ISO 37001 Anti-Bribery Management System standard, OECD Convention on Combating Bribery of Foreign Public Officials, the U.S. Foreign Corrupt Practices Act (FCPA), and the UK Bribery Act.
3. SCOPE AND PURPOSE
3.1. Since its establishment, İlbak Holding has adopted integrity, trust, and transparency as the foundation of its commercial success. In all areas of operation—from outdoor advertising channels to mining site operations, from real estate projects to broadcasting principles—its reputation is its most valuable asset. This Policy has been prepared to protect these shared values and to reaffirm İlbak Holding’s commitment to integrity, transparency, and accountability in all its activities. İlbak Holding adopts a “Zero Tolerance” principle against bribery and corruption.
3.2. This Policy applies to all employees of İlbak Holding and its subsidiaries, including the Board of Directors; all suppliers providing goods and services and their employees; all consultants, legal advisors, audit firms, and all other business partners acting for, on behalf of, or together with İlbak Holding. This Policy constitutes an integral part of all publicly disclosed policies and rules of İlbak Holding, national and international commitments, agreements, and the Holding’s practices.
4. DEFINITIONS
Within the scope of national and international legislation, agreements, and standards, the term “benefit” under the definition of bribery includes not only cash but anything of value and may take many forms (e.g., cash payments, donations, commissions, shares, gifts, hospitality, social benefits).
4.1. Corruption:The misuse of entrusted power in the public or private sector, directly or indirectly, in violation of law and duty, for personal, political, or commercial gain. Corruption is not limited to the public sector and includes all forms of abuse of authority for private benefit.
4.2. Bribery:The act of directly or indirectly offering, promising, requesting, or accepting money, gifts, or “anything of value” in order to influence the performance of a duty, including performing, not performing, expediting, delaying, or securing an undue advantage
4.3. Facilitation Payments: Small, unofficial payments made to public officials to secure or expedite routine governmental actions (e.g., customs clearance, licensing approvals, visa processing).
4.4. Anything of Value: Not only cash or cash equivalents (such as checks, gift vouchers, shares) but also luxury travel, accommodation, debt forgiveness, personal services, privileges provided to family members, job offers, or political contributions—any material or non-material advantage.
4.5. Record-Keeping: Companies are required to maintain records that reasonably reflect all transactions and the disposition of assets in a truthful and accurate manner.
4.6. Due Diligence / Audit: A comprehensive review process conducted to assess bribery risks related to business partners, employees, or projects of İlbak Holding.
4.7. Public Official: Includes not only civil servants but also employees of state-owned enterprises, international organizations, and companies controlled by the state.
4.8. Conflict of Interest: A situation where the personal interests of an employee or their relatives conflict or appear to conflict with the interests of [Company Name] (see Code of Conduct).
4.9. Money Laundering: The process of disguising the illegal origin of assets obtained through unlawful means (e.g., bribery, corruption, smuggling) to create the appearance of legitimacy.
4.10. Terrorist Financing: The act of providing or collecting funds with the knowledge that they will be used to commit terrorist acts.
5. IMPLEMENTATION, RESPONSIBLE EXECUTIVE, AND ETHICS COMMITTEE
5.1.The implementation and updating of this Policy are under the authority and responsibility of the Board of Directors. Employees of İlbak Holding are obliged to comply with policies determined by the Board, foresee and effectively manage risks related to their areas of activity, immediately report any violations or improper practices to the Disciplinary Board, and act in full compliance with all applicable legal regulations and internal rules, policies, and procedures.
5.2. Responsible Executive: The Legal Department and Human Resources Department are responsible for the implementation, updating, and legal compliance monitoring of this Policy.
5.3. Disciplinary Board: A Disciplinary Board has been established to review and resolve violations of this Policy.
6. FUNDAMENTAL PROHIBITIONS AND PRINCIPLES OF IMPLEMENTATION
6.1. Anti-Bribery and Anti-Corruption
6.1.1. Regardless of purpose, it is strictly prohibited to offer, promise, or accept any cash, gift, hospitality, or anything of value, directly or indirectly through intermediaries, to public officials and/or private sector employees in order to obtain, retain, expedite business, or secure an undue commercial advantage.
6.1.2. Facilitation payments made to expedite official processes are strictly prohibited.
6.1.3. Employees of İlbak Holding may only accept reasonable, symbolic, and corporate-branded gifts, provided that they remain within the limits set forth in the Conflict of Interest Code of Conduct. Any benefits such as cash, checks, gold, cards, or similar must be immediately refused.
6.2. Compliance with Sectoral Ethics and Principles
İlbak Holding manages all its operations across a broad spectrum in full compliance with applicable legislation and through the lens of universal ethical values. Each member of İlbak Holding is obliged to adhere to the following fundamental principles, regardless of the nature of the activity carried out:
6.2.1. Transparency in Operational Processes: Integrity is essential in all permitting, licensing, tendering, and registration processes conducted with public institutions or private sector stakeholders. No actions may be taken that deviate from legal procedures for the purpose of expediting or facilitating business processes or obtaining an undue advantage in favor of the company.
6.2.2. Reliability of Content and Information: Within the publishing, advertising, and communication activities of İlbak Holding, the accuracy and impartiality of information are preserved. Any approach that may mislead the public or the markets, manipulate content in exchange for any benefit, or undermine editorial independence is strictly avoided.
6.2.3. Broadcasting and Media Ethics (CNBC-e and Other Channels) – Editorial Independence: Broadcast content shall not be shaped under material or moral pressure from advertisers or third parties. Content that carries news or program value shall be clearly distinguished from advertising content.
6.2.4. Prohibition of Market Manipulation: Personnel engaged in economic broadcasting may not use privileged information (insider trading) for personal gain and shall exercise the highest level of diligence to avoid becoming a means of misleading the market.
6.2.5. Fair Competition and Ethical Relations: In all relationships with business partners, suppliers, and competitors, the rules of free competition and business ethics are observed. Any material or non-material offers that may create the impression of granting privileges or undermine professional impartiality shall be rejected.
6.2.6. Compliance with Legal and Technical Standards: Investment and production processes shall be conducted exclusively through official channels and on a legal basis. No compromise shall be made on ethical principles in fulfilling technical and administrative requirements.
6.3. Business Partners and Supplier Management
İlbak Holding adopts merit and ethical values as the basis when selecting third parties with whom it will establish business relationships. No business relationship shall be established with entities that have a negative history or intelligence related to bribery or corruption.
6.4. Transparent Record-Keeping and Documentation
All financial transactions, accounts, and invoices shall be recorded in a manner that fully and accurately reflects the nature of the transaction. Off-the-book transactions are strictly prohibited, and no falsification of documents is permitted. All records shall be retained in a manner ready for audit for the legally required retention periods.
6.5. Training and Communication
This Policy text is made accessible to all subsidiaries, employees of İlbak Holding, suppliers, business partners, and the public via the İlbak Holding website. In order to raise employee awareness and ensure the implementation of these policies and procedures, İlbak Holding designs training programs with mandatory participation, and employees are required to attend such programs.
7. REPORTING
Any employee, stakeholder, or business partner who becomes aware of a violation or suspected violation of this Policy is obliged to report the matter directly to the Disciplinary Board. The content of reports and the identity of the reporting individual shall be kept strictly confidential.
Non-Retaliation: No employee who makes a report in good faith shall be subject to any penalty, retaliation, or reassignment due to such report.
8. SANCTIONS
In the event of a violation of this Policy, necessary disciplinary actions shall be taken regardless of the individual’s title or seniority, including termination of employment, and, where applicable, criminal complaints shall be filed with the competent authorities.
9. NOTIFICATION
All notifications within the scope of this Policy shall be made to the Legal and Compliance Department and shall be handled by the Disciplinary Board.