The importance of factors such as food safety and quality in world trade is increasing day by day and even becoming a precondition for trading.
Evaluation of the potential that our country has in the best way and initiation of the systems to ensure traceability and food safety and quality in terms of increasing the share received by providing competitive advantage in foreign markets has become much more important now.
There should not be any physical, chemical and biological factors that are harmful to human health in the food produced. The production made should be done without harming the environment and disturbing the natural balance.
There are two important issues that are required to be taken precautions in terms of the food safety and that remain on the agenda: GMO (Genetically Modified Organism) and Plant Protection Products Residue Risks (Pesticide residue).
Our GMO Policy
Seed is the most important factor affecting yield and quality in the herbal production. The quality of the raw material to be processed starts from the seed selected.
The organisms that have been gained new features which are not possible to obtain with the natural processes by means of transferring genes from another species to a species or intervening in existing genetic structure are called Genetically Modified Organism (GMO).
The nutritional content of the food products produced with the GMO technology can be enriched, their storage and shelf life can be extended. Although the adverse effects of the products with GMO on human health have not been fully proven, the possibility of transferring some features to other organisms that will be disease, toxicity and allergy causing during gene transfer constitute base of the said concerns.
The studies made focus that the allergy cases originating from the food stuffs increased 4-5% and that this negative situation is caused by the use of the products with GMO in recent years in the countries used the products with GMO, especially in America.
In England, the imported GM soya is thought that it will be able to be responsible from the soya allergy cases increased by 50% over the past years.
The entry and production of the products with GMO are prohibited in our country. However, the production with trial purpose can be done in research institutes.
Ş. Aykan SÖZÜÇETİN
Penguen Gıda A.Ş or its affiliated companies accepts, declares and undertakes that that it will not sell, rent or use your name, e-mail address, work and home address, telephone number and personal information to a third party submitted by its visitors through forms on this site.
It cannot be held responsible for direct and indirect loss or damage arising from the use of companies affiliated with Penguen Gıda, party and individuals who undertake the construction of this site.
Penguen Gıda A.Ş. or its affiliated companies will use the Personal Information depending on the following purposes:
• To send you the printed publications or other correspondences,
• To send you the press releases or notifications by e-mail,
• To evaluate your applications during recruitment processes, and
• To deliver the products that you purchased.
The Personal Information can only be accessed by authorized personnel of Penguen Gıda A.Ş. or its affiliated companies and third parties who have agreed to keep your Personal Information confidential. Penguen Gıda A.Ş or its affiliated companies will be able to use the data that can be obtained from the Personal Information (age, gender, geographical location, etc.) to improve the internet site and to learn more about its consumers in general without disclosing the Personal Information. Penguen Gıda A.Ş. or its affiliated companies have all the rights and responsibilities on the Personal Information data.
Penguen Gıda A.Ş. or its affiliated companies do not make any guarantees about the privacy policies of third party internet sites that you can access via the links on the internet site. These data can only be used for the specified purpose and cannot be used for unilateral communication without your consent.
Profit Distribution Policy
Our company distributes profits within the framework of the provisions of the Turkish Commercial Code, Capital Market Regulations, Tax Regulations and other relevant regulations and the relevant article on the profit distribution of our Articles of Association. A balanced and consistent policy is followed between the interests of the shareholders and the Company in accordance with the Corporate Governance Principles in profit distribution and our long-term company strategy, investment and financing policies, profitability and cash position are taken into account in determining the annual profit distribution amount.
A minimum of 50% of the distributable period profit calculated within the framework of the Capital Market Regulations is distributed in cash and/or as bonus shares as long as the relevant regulations and financial possibilities allow in principal.
It is aimed to distribute the profit within one month at the latest after the General Assembly Meeting and the General Assembly decides on the profit distribution date. The General Assembly, if authorized, the Board of Directors may decide to distribute the dividend in installments in accordance with the Capital Market Regulations.
According to the Articles of Association of the company, the Board of Directors may distribute the advance dividends provided that it is authorized by the General Assembly and that it complies with the Capital Market Regulations.
Ş. Aykan SÖZÜÇETİN
CLARIFICATION TEXT ON THE PROTECTION OF PERSONAL DATA
Our company, with the capacity of data controller of PENGUEN GIDA SANAYI ANONIM ŞIRKETI, the Turkish Penal Code Numbered 5237 and Law on Protection of Personal Data Numbered 6698 in particular, requests some of your personal data (all personal data obtained including but not limited to name, surname, e-mail address, address, gender, and mobile phone number) in order to fulfill the legal obligations arising from the relevant legislation and to provide better service to you. Your personal data in question will be processed and stored in a non-public environment provided that they are not used outside of the purposes and scope specified in this personal data protection notice based on your express consent.
PURPOSE OF PROCESSING PERSONAL DATA
Your personal data will be used in necessary procedures in order to provide you with a better service in creating your customer record, in creating your personal customer profile, in creating the customer statistics, in issuing the invoices, in delivering your orders to you, in conducting commercial activities, in “classification” studies including but not limited to them.
Your personal data can be processed through the transactions such as saving, storing, preserving, changing, rearranging, and etc. that are obtained fully or partly or with the ways being or not being automatic. The collected information is not shared with the third parties, used or sold for the commercial purpose with any reason apart from the activity without your knowledge or otherwise your instruction .
TRANSFER OF PERSONAL DATA
The personal data obtained by you may be shared with the persons or organizations permitted or required by the legislation provisions, Ministry of Customs and Trade, public entities such as BRSA, CMB, CBRT upon the request of official authorities.
Moreover, in case where you have express consent, the personal data will be able to be shared with our principal shareholder, our domestic/foreign affiliates, domestic and international organizations that we receive services and cooperate with to carry out our banking activities, domestic/foreign banks, cargo company that we have contracted with and 3rd persons.
COLLECTION METHOD OF THE PERSONAL DATA
Your personal data can be collected in written, verbal or electronic environment with the channels such as general directorate, our branches, internet site and call center.
YOUR RIGHTS ARISING FROM THE PROTECTION OF PERSONAL DATA
According to the 11th Article of Law, the customers have their rights as personal data owners;
• To learn whether the personal data is processed or not,
• To request information if the personal data has been processed,
• To learn the purpose of processing personal data and whether they are used appropriately for their purpose or not,
• To know the third parties in the country or abroad to whom the personal data are transferred,
• To request correction of the personal data in case where they are processed incomplete or incorrect,
• To request the deletion, anonymization or destruction of the personal data,
• To request notification of this to the third parties in case of correction, deletion, anonymization or destruction,
• To object to the occurrence of a result against the person himself/herself by analyzing the processed data exclusively through the automated systems,
• To demand the compensation of the damage in case of damage suffered due to unlawful processing of the personal data.
You can apply to our Company in writing to use your rights in question and send your application to the address below.
Address: İzmir Yolu 22. km Mümin Gençoğlu Cd. Nilüfer/Bursa
Your applications within this scope will be concluded in the shortest possible time frame and within 30 days at the latest. The said applications are free of charge and in case the Personal Data Protection Board determines a fee schedule, the charges can be made in accordance with this tariff. You can access the application form at ………….
You can reach the detailed information on the protection and processing of your personal data in the Policy on Protection and Processing of the Personal Data published at ……………….
Before using this internet site, please carefully read and review the following User Agreement.
The internet site named http://www.penguen.com.tr/alan (“Site” or “Internet Site”) belongs to PENGUEN GIDA SANAYİ ANONİM ŞİRKETİ (“PENGUEN GIDA”).
By becoming a member of thisInternet Site , you accept the User Agreement below.
By visiting this Site, you agree to act and comply within the conditions described in this User Agreement (“Agreement”).
You can find the catalog of all products offered by PENGUEN GIDA on the Internet Site (http://www.penguen.com.tr/BASIN/Kurumsal_Malzemeler).
PENGUEN GIDA always reserves the right to make changes on the prices and products and services offered. You agree in advance that you will not take any other action to find or obtain the source code in the use of the Internet Site; otherwise, you will be responsible for the damages arising from the 3rd persons and legal and criminal action will be taken against you. You accept that you will not produce and share the contents which are contrary to the general morality and etiquette, contrary to the law, violates rights of the 3rd Persons, misleading, offensive, obscene, pornographic, violates the personal rights, contrary to the copyright and encourages the illegal activities in the activities within the site, in any part of the site or in your communications. Otherwise, you will be fully responsible for any damage that will occur. In this case, the ‘Site’ officials will be able to suspend, terminate such accounts, and use their right to initiate legal proceedings. For this reason, PENGUEN GIDA reserves the right to share information requests from the judicial authorities regarding the activity or user accounts. The members of the site are responsible for their relationships with each other or with the third parties.
The visitor/user of this Site is responsible for the accuracy of all information given to the Site and the risks that will be able to arise from using the site. In the case where the information is incorrect or wrong and the situation is determined by PENGUEN GIDA, the User will be able to be banned from entering the Internet Site. The failure to use or delay in using any of its rights in this Agreement by PENGUEN GIDA does not mean that this right is waived.
PENGUEN GIDA has the right to remove or delete the content presented on the Site without serving any notifications and has no responsibility in the case where these parts cannot be accessed. PENGUEN GIDA has the right to block some or all users from accessing to the Site. The accounts are specific for the personal use, and any information given to you within the scope of the username, password or security measure is in confidential capacity.
PENGUEN GIDA is not responsible for any damages that will arise as a result of your action in line with the information on this Site. Moreover, PENGUEN GIDA is not responsible for any direct or indirect damage, loss of profit and/or data loss arising from your use of or relying on any content on this Site.
3. Trust to Published Information
The information taking place on the Internet Site is completely general information and the accuracy of this information is not guaranteed. All responsibility arising from trust in the information obtained from the Internet Site belongs to you. PENGUEN GIDA does not have any responsibility regarding the accuracy of the information provided by the third parties.
4. Registration and Confidentiality
5. Links Given to Other Internet Sites
Links to other internet sites belonging to the third parties can be provided from this internet site. PENGUEN GIDA is not responsible for the content taking place on the internet sites being linked and has no obligation to check their accuracy, quality or up-to-dateness. PENGUEN GIDA assumes no responsibility from being incorrect of the information in question or the information contained in the internet site content or containing incomplete and misleading content and any legal, criminal or bodily responsibility such as injury etc. that may occur due to content which violates the rights of the third parties. The visitors/users will access to these sites by taking their own potential risks.
6. Intellectual Property Rights
This internet site and all its pages and this internet application software and all visual works, designs, interfaces, user controls, processes, programs and software components found in it and all kinds of rights without being limited thereto belong to PENGUEN GIDA, licensor or other providers.
The Intellectual Property Rights contain all designs, drawings, products that are subject to the order, all intellectual products that are subject to the registration or not without being limited thereto.
Unless otherwise clearly specified, not any element in the content of the internet site does not provide any license or right or any permission accordingly or transfer by implication of right or any license within the framework of any other proprietary right or any patent, trademark, copyright of PENGUEN GIDA or a third party .The use of the items that are subject to this right without the consent of the owner of the intellectual property right in any way, including but not limited to the above, is a violation of rights and infringement of such intellectual property rights is subject to both civil and criminal sanctions. PENGUEN GIDA can apply to all kinds of legal and criminal remedies in order to protect the intellectual property rights on the Internet Site and its content.
7. Compensation for Damages
You accept that you will keep the PENGUEN GIDA, its affiliates, licensors and their employees, managers, representatives, suppliers and successors free from all kinds of claim, liability, damage, decision, judgment, loss, expense or fee (including attorney’s fee) which will arise from the violation of these provisions or the use of the Internet Site by you and compensate the damages.
8. Applicable Law and Resolution of Disputes
Turkish law will be applied to this Agreement without constituting any confliction and in the cases where it is not possible to resolve the dispute as a result of the mutual negotiations, the dispute will be resolved before Bursa Courts and Enforcement Offices.
Social Responsibility Policy
Code of Ethics is a set of rules that guide regarding all our attitudes and behaviors while we conduct our activities and business within the framework of laws, regulations and procedures.
PENGUEN GIDA SAN. A.Ş. takes charge to make an effort to exhibit attitudes and behaviors in accordance with the Code of Ethics specified below in details in all its activities and relationships to against the people and organizations with which it has business relations in country and abroad, the society that it is in, its customers, suppliers, partners and employees and to comply with the ethical criteria accepted by the company and the widespread adoption of all these principles, especially in their own sector.
II. GENERAL PRINCIPLES
It complies with the promises and agreements about the product that it provides to its customers. PENGUEN GIDA SAN. A.Ş. avoids unauthorized use of the patents, copyrights, trade secrets, brands, computer programs or other intellectual and industrial property rights by itself or through other companies.
2. Respect for the law:
It acts in accordance with the legal rules in all its activities. It controls the provision of continuous services from other organizations in accordance with the law and makes the necessary follow-up. PENGUEN GIDA SAN. A.Ş. aims to fulfill its tax and other legal obligations fully on time and to set an example for the society. It does not engage in illegal or criminal activities. It does not apply to the ways and methods that would not be approved by the business and social ethics in the business life. Unless explicitly authorized by the managers, the employees cannot act in any way to represent the company against the third parties and cannot correspond on this matter.
3. Human Resources:
PENGUEN GIDA SAN. A.Ş. observes the rights of its employees within the framework of code of business ethicsin cases where the laws are insufficient. It avoids any kind of coercive and pressured operation. It fully fulfills its legal obligations against all employees of the company for probating the child labor effectively and preventing discrimination in recruitment and working processes. It does not interfere with the private information of its employees and the private lives of the employees, and keeps all kinds of information about the employees. It does not discriminate based on the gender, age, ethnic origin and religious belief in the practices against its employees. It creates healthy and safe working conditions at the level required by the laws and conditions and tries to improve them as much as possible.
4. Collection, Use and Protection of the Information:
PENGUEN GIDA SAN. A.Ş. provides accurate and complete information to the public and relevant social stakeholders about the company and its activities within the framework of its information policies. It does not share the private information of the companies that serve it with the third parties without their permission. The employees cannot leak confidential and private information learned as a requirement of the position or work done outside the company. All kinds of documents that the employees use or create while performing their work belong to PENGUEN GIDA SAN. A.Ş.
5. Occupational Health and Safety and Environment:
The Occupational Health and Safety (OHS) have a very important place in PENGUEN GIDA SAN. A.Ş. Each employee is responsible for both his/her own work safety and all procedures and instructions regarding the OHS and Environment that his/her colleagues are obliged to comply with. Each employee is obliged to know this defined policy and to do what is necessary.
PENGUEN GIDA SAN. A.Ş. adopts Corporate Social Responsibility projects. It supports preventive approach in environmental issues before any harm occurs. It takes initiatives to promote a more effective environmental responsibility. It strives to develop and spread environmentally friendly technologies. It has adopted the principle of keeping the soil, water and air clean by not polluting the environment in all its activities.
III. PRACTICES SUPPORTING THE ETHICAL RULES
1. Protection and Efficient Use of Assets:
The company interests are taken into account when using the assets on behalf of the company. The business assets (such as machinery, equipment, vehicles, fixtures, goods, raw materials, auxiliary materials, etc.) cannot be used outside their purpose and in unauthorized way under whatever name and for whomever they may be without the interest of the company. The company assets cannot be taken out of the company without approval outside of working hours. The employees can only use their work within the working hours. The managers cannot assign the employees for their personal jobs.
All employees should use the company resources in the most efficient way possible. It effectively should use time, which is one of the most important resources, and should complete interviews in a reasonable time for mandatory visitors so as not to interfere with the workflow.
2. Commitment to the Savings Principle:
PENGUEN GIDA SAN. A.Ş. adopts the use of resources as a principle to prevent waste and pay attention to saving in the activities they carry out and the projects they perform. This principle should be taken into consideration in business-related decisions and internal audits. Likewise, our employees approach the economic and high efficiency use of the financial resources of our organizations with the sensitivity they show to their family budgets. Each PENGUEN GIDA SAN.A.Ş. employees should be aware of the fact that this behavior, which is adopted as a common corporate principle, will give their companies a competitive advantage.
3. Usage and Security of the Information Technology:
Our principle regarding the Information Technology Security keeps the risk of data loss and data security at the lowest level.
Our employees (end users), who have an important place in supporting the security of information in the electronic environment, are required to show the necessary care in keeping their passwords confidential and not sharing them with anyone, including their colleagues.
The personal computer, e-mail and internet usage of PENGUEN GIDA SAN. A.Ş. employees are respected to the extent of their personal information privacy rights. In the case of violation of the Code of Business Ethics of PENGUEN GIDA SAN. A.Ş., the electronic communication channels can be checked as necessary.
The company computers should be used for business purposes.
4. Conflict of Interest and Providing Unfair Benefit:
The employees cannot benefit themselves, their relatives, their families and/or third parties and institutions/organizations with whom they have business relations, apart from their employment agreement by taking advantage of their current duties.
PENGUEN GIDA SAN. A.Ş. cannot be carried out works that will affect the important basic elements of the company or contrary to the interests of the company or PENGUEN GIDA SAN. A.Ş. will benefit from on behalf of third parties, including their own or their close relatives.
The employees cannot obtain personal benefit directly or indirectly from all transactions and agreements to which the company is a party.
5. Work in Another Job:
It is essential that the employee of PENGUEN GIDA SAN. A.Ş. does not work for another person and/or institution in return for a salary or similar benefit during or outside working hours.
However, the employees may only work for another person (family member, friend, other third parties) and/or institution in return for wages or similar benefits outside of working hours with the approval of senior management provided that they do not create a conflict of interest with their job in the company, do not conflict with the code of business ethics, and do not adversely affect their maintenance in the company.
The employees can work in non-profit organizations and universities in social responsibility and charity tasks with the approval of the management in a way that does not interfere with his/her duties within the company. The employees make such requests to the Human Resources department within the knowledge of the relevant department manager.
6. Business Ethics and Behaviors:
Receiving, giving or offering bribes and/or commission is not acceptable under any circumstances by whatever name. No employee may, directly or indirectly, offer, promise or give money or anything of value to any person with whom he/she has a business relationship to obtain an unfair advantage, or mediate the giving of money or anything of value.
The employees should carefully avoid unethical behaviors such as bribery, corruption, and misconduct.
PENGUEN GIDA SAN. A.Ş. employees should perform their duties in an equitable, transparent, accountable and responsible manner. The understanding of mutual love, respect, trust and cooperation should be the basis in the relations of colleagues and other employees.
All employees are required to respect the rights and cultural differences of individuals in the execution of the works found within PENGUEN GIDA SAN. A.Ş..
PENGUEN GIDA SAN. A.Ş. employees should not act for the harassment, rape, use of violence, etc. inside or outside the company and should not behave in violation of the customs and traditions of the society, such as being recognized as a drunk or gambler. They should also avoid the situations that mean mobbing regulated by the law. Because these behaviors will adversely affect the Rug community and damage the corporate image.
IV. STAKEHOLDER RELATIONS AND RESPONSIBILITIES
1. Relations with the Print Media and Social Media:
Giving a statement to any broadcasting organization, conducting interviews, participating in seminars-conferences and similar places as a speaker on behalf of PENGUEN GIDA SAN. A.Ş. are subject to the approval of the senior management of the company. It is forbidden to use the corporate name on social media without written approval. They cannot make explanations or comments on the matters of religious, social, political, etc. by using the name of the institution in social media. The official statements are made to the media by a person or persons clearly authorized by the management.
2. Responsibilities of the Employees:
PENGUEN GIDA SAN. A.Ş. employees are expected to behave in compliance with the company’s procedures and rules and to protect these principles in all their work.
• Should read the Code of Business Ethics of PENGUEN GIDA SAN. A.Ş., know, understand, and internalize them and act in accordance with the rules, principles and values contained in it,
• Should know and comply with the general and business policies and procedures that apply to the company,
• Should encourage the compliance of his/her colleagues with these procedures as well as her own compliance; if there are those who do not follow the rules and who have made intentional or unintentional mistakes, these should be reported respectively to the relevant department manager, if the relevant manager is involved in the mistake, to the human resources department directly or by using the denunciation line.
3. Responsibilities of the Managers:
All managers should make sure that the employees aware Code of Business Ethics of PENGUEN GIDA SAN. A.Ş.. The managers are responsible for creating and maintaining a corporate culture and work environment that supports ethical rules, setting an example with their behaviors leading the implementation of ethical rules and setting an example with their behaviors leading the implementation of ethical rules, and encouraging and supporting their employees to submit their questions, complaints, suggestions and notifications to the human resources department about ethical rules.
V. RESPONSIBILITIES OF THE COMPANY AGAINST THE SHAREHOLDERS
In addition to its legal responsibilities, the management takes care to fulfill the following responsibilities to its customers, employees, company shareholders, suppliers and business partners, competitors, society and humanity on behalf of PENGUEN GIDA SAN. A.Ş. Those are as follows:
1. Legal Responsibilities:
All activities and transactions available at country and abroad are carried out within the framework of T.R. Laws and international law and provided accurate, complete and understandable information to the legal regulatory institutions and organizations on time.
All kinds of unregistered activities are prohibited and the accuracy and consistency of documents and records are essential. While all activities and transactions are carried out, the obligations are fulfilled by being at an equal distance to organizations to all kinds of public institutions and organizations, administrative organizations, non-governmental organizations, political parties, etc. without any expectation of benefit and protecting the public interest with sense of responsibility.
2. Responsibilities against the Shareholders:
A sustainable profitability is aimed in line with the target of creating value for its shareholders and giving importance to its continuity at PENGUEN GIDA SAN. A.Ş. The resources and assets of the company and working time are managed with the awareness of efficiency and savings by acting within the framework of financial discipline and accountability. A care is taken to increase competitiveness and to invest in areas with growth potential and high returns. It is provided timely, accurate, complete and understandable information on the matters of information, financial statements, investments and risks to the partners and the public.
3. Responsibilities against the External Customers:
PENGUEN GIDA SAN. A.Ş. works with an understanding focused on customer satisfaction, responding to the needs and demands of its customers in the shortest and most accurate way. It offers its services on time and under promised conditions. It approaches to its customers within the framework of respect, justice, equality and courtesy.
4. Responsibilities against the Employees:
The personal rights are provided to the employees with full and correct content. The employees are treated honestly and fairly, and a safe and healthy working environment is offered. The necessary effort is shown for the personal development of the employees. The appropriate social and communal activities that they will take part in with the social responsibility awareness are supported. The balance between the business life and private life is observed.
5. Responsibilities against Suppliers / Business Partners:
The obligations are fulfilled on time. The confidential information of the people and organizations and business partners which are worked with are carefully protected.
6. Responsibilities against Competitors:
The unfair competition is avoided by competing in legal and ethical areas. The competitor products are not denigrated, no misleading advertisements are made.
7. Responsibilities against Society, Humanity and Nature:
To be a pioneer in social matters and in situations such as natural disasters with the awareness of citizenship, to act sensitive, to provide public benefit services, and to act sensitive to the traditions and cultures of Turkey and the regions where international activities are served.
The efforts are made to take all of the measures that can be taken, even if required or not required by the legal legislation, regarding the protection of nature and natural life, consumer rights and public health in the places where we operate.
VI. APPLICABLE LEGISLATION
Due to the fact that PENGUEN GIDA SAN. A.Ş. operates in the domestic and foreign markets, the company operations are subject to the T.R. laws as well as different country laws and regulations. When there are questions about business ethics in different countries, the legal regulations in the country where the business is carried out should be followed first. In the said cases; first of all, the legal procedures in the country and/or countries where the work will be performed should be followed; if PENGUEN GIDA SAN. A.Ş. is of a nature that it will cause adverse consequences in terms of the ethical values it adopts while operating in the international platform, in this case, it should be tried to find solutions within the ethical rules and procedures we have. If necessary, an opinion should be requested from the ethics committee.
VII. DETERMINATION OF THE ETHICAL COMPLIANCE
“Basic Questions to be Considered Ethically” have been prepared in order to help act in line with the Code of Business Ethics of PENGUEN GIDA SAN. A.Ş. in the execution of all business processes and activities.
VIII. QUESTIONS TO BE CONSIDERED AND ASKED IN TERMS OF ETHICS
• Do I know how to act according to the Code of Business Ethics of PENGUEN GIDA SAN. A.Ş.?
• Is my behavior that I am in in accordance with the company policies and procedures, laws and rules?
• Is this my behavior balanced and fair? Would I be uncomfortable if someone else did?
• What I was asked to do is comply with according to the laws and the Code of Business Ethics of PENGUEN GIDA SAN. A.Ş..?
• Does the behavior I witnessed comply with the laws and the Code of Business Ethics of PENGUEN GIDA SAN. A.Ş..?
• Are PENGUEN GIDA SAN. A.Ş. and our stakeholders are uncomfortable if all details of this behavior were made public?
• If other people knew that I was acting in this way would I be in a difficult situation or be embarrassed?
• Does the behavior I do can have negative consequences for me or PENGUEN GIDA SAN. A.Ş.?
• Who else might be affected by this (other employees, partners, etc.)?
• How would this behavior look like from the outside?
• How would it reflect in the press and media?
• What would a reasonable person think in the same circumstances?
IX. RESOLUTION OF NON-COMPLIANCE WITH THE CODE OF ETHICS
Those who violate the Code of Business Ethics and company policies and procedures will be subjected to various disciplinary sanctions, up to and including, if necessary, their termination of employment. The disciplinary sanctions will also be applied to those who approve, direct or have knowledge of improper behavior and acts that cause violation of the rules and do not make the necessary notification properly.
X. ETHICS COMMITTEE
The Ethics Committee has been commissioned with investigating and resolving the complaints and notifications regarding violations of ethical rules within the scope of Ethical Rules of PENGUEN GIDA SAN. A.Ş. The Ethics Committee cooperates with the human resources department at PENGUEN GIDA SAN. A.Ş The Ethics Committee of PENGUEN GIDA SAN. A.Ş that works under the General Manager consists of the following titles and persons.
Head of Ethics Committee:
Ş. Aykan SÖZÜÇETİN
Member of Ethics Committee:
Member of Ethics Committee:
Human Resources Manager
Member of Ethics Committee:
XI. ENFORCEMENT AND ETHICS COMMITTEE WORKING PRINCIPLES
All employees found at PENGUEN GIDA SAN. A.Ş. are deemed to have accepted these principles as of the date of publication of the terms and conditions specified in this book, and those who work in the company after this date being as of the date of entry.
The Ethics Committee carries out its work in line with the principles set out below:
• It keeps the identity of notifications, complaints and those who make the notification or complaint confidential.
• It conducts the investigation as confidentially as possible.
• The Committee has the authority to request information, documents and evidence regarding the investigation directly from the existing unit. It examines all kinds of information and documents only limited to the subject of investigation.
• The investigation process is recorded written minute from the beginning. Information, evidence and documents are attached to the minute.
• The minute is signed by the chairman and members.
• The investigation is handled with an urgent method and the result is reached as quickly as possible.
• The decisions taken by the Committee are discussed and implemented immediately.
• The relevant authorities are informed about the result.
• The chairman and members of the Committee act independently from the department managers and the hierarchy within the organization while carrying-out their duties about this subject. They can never be pressured or inspired about the subject.
• If the Committee deems necessary, it can seek expert opinion and take advantage of experts by taking measures that will not violate confidentiality principles during the investigation (For example; universities, consulting firms, relevant persons / institutions, etc.)
XII. IMPLEMENTATION METHODS OF THE CODE OF ETHICS
The main duty of PENGUEN GIDA SAN. A.Ş. employees is to protect and develop PENGUEN GIDA SAN. A.Ş. values and working principles, corporate reputation and reliability at all operating points. Our employees are expected to act in accordance with the company’s ethical rules in order to achieve this target. The ethical rulesregarding the values and principles explained in this booklet; it is extremely important in terms of being a guide for doing business by taking into account our company values in our daily life and determining the most appropriate behavior in situations we encounter. The expectation of PENGUEN GIDA SAN. A.Ş. from its employees is to act in accordance with these rules by taking personal responsibility and Initiative. The four main issues that employees can help the management in creating a high ethical culture and environment within the company have been determined as follows:
1. To make sure them to understand the “Code of Ethics of PENGUEN GIDA SAN. A.Ş.”,
2. To reflect the ethical rules in their daily life and work,
. To try to do what is meaningful and right always,
4. If they are not sure what to do about a subject, to consult with their manager or Ethics Committee members or social responsibility representative respectively.
The decisions and behaviors of the employees observed to be incompatible with business ethics and notifying the Ethics Committee are the common responsibility of each PENGUEN GIDA SAN. A.Ş. employee. The Ethics Committee of PENGUEN GIDA SAN. A.Ş. is responsible for investigating and resolving the complaints and notifications regarding violations of the ethical rules.
XIII. SOCIAL RESPONSIBILITY TARGETS
The targets of PENGUEN GIDA SAN. A.Ş.:
They are institutionally defined by setting some targets. These targets define the targets that PENGUEN GIDA SAN. A.Ş. made, still makes and maintains and will make.
PENGUEN GIDA SAN. A.Ş. targets
• To create the social responsibility awareness among the public and its employees,
• To strengthen the understanding of social solidarity and solidarity with the concrete examples,
• To Increase the prevalence and effectiveness of civil initiatives in the field of education and health, and
• To set an example for the business world in the social responsibility projects with the projects it will implement.
XIV. NOTICE LINE
The employee should first report the important mistakes (for example, unauthorized use of the company assets for the personal purposes, waste, embezzlement, etc.) that he/she saw and heard trick (for corrupt purpose) about the activities of the company to the head of the relevant unit. If the unit manager is also in the said error, he/she should notify the ethics committee as well as to the notice line of which contact information is given below.
Otherwise, he/she will be responsible.
Ş. Aykan SÖZÜÇETİN
WAGE POLICY FOR SENIOR EXECUTIVES AND MEMBERS OF BOARD OF DIRECTORS
This policy document defines the wage system and practices of our members of board of directors and senior executives within the scope of those being found under the administrative responsibility of the FMB regulations.
A fixed wage is determined at the ordinary general meeting every year in order to be valid for all members of the board of directors.
Payment is made to the executive members of the board of directors within the scope of the policy determined for the senior executives, whose details are explained below.
At the end of the year, premiums determined by the board of directors can be paid to the members of the board of directors to take part in the committees to be established by the board of directors in accordance with the opinion of the Corporate Governance Committee by predicating on the basis of their contributions, participation in meetings, and functions.
Performance based payment plans cannot be used for the remuneration of independent members of board of directors.
The members of the board of directors are paid on the basis of criteria by taking into account the period that they have served as of their appointment and leaving dates. The expenses (transportation, telephone, insurance etc. expenses) borne by the members of the board of directors due to their contributions to the company can be covered by the company.
The Senior Manager wages consist of two components by fixed and performance-based payment.
The Senior Executive fixed fees are determined in accordance with international standards and legal obligations by taking into account the macroeconomic data in the market, the wage policies prevailing in the market, the size and long-term targets of the company and the positions of the individuals.
The Senior Manager premiums are calculated according to premium basis, company performance and individual performance. The information regarding the criteria is summarized below.
• Premium Base: The premium bases are updated at the beginning of each year and vary according to the business size of positions of the managers. When updating the premium bases, the senior management premium policies in the market are taken into account.
• Company Performance: The company performance is obtained by measuring the financial and operational targets (Market share, export, overseas activities, productivity, etc.) given to the company at the beginning of each year at the end of the period. When determining the company targets, the sustainability of success and improvements compared to the previous years are the principles that are taken into consideration.
• Individual Performance: In determining the individual performance, the targets related to the employee, customer, process, technology and long-term strategy are taken into account together with the company targets. In the measurement of individual performance, the principle of long-term sustainable improvement outside the financial areas is considered in parallel with the performance of the company.
The total amounts determined in accordance with the above principles and paid to the Senior Executives and Members of Board of Directors during the year are submitted for the information and/or approval of the shareholders in accordance with the legislation at the following general assembly meeting.
Ş. Aykan SÖZÜÇETİN