1. Purpose and Scope

The purpose of this policy is to ensure that DBPRO Bilişim Danışmanlık Ltd. Şti. (“DBPRO”) conducts all of its business with integrity, transparency and full compliance with applicable laws, and to prevent bribery, corruption and unethical conduct in any form.

This policy applies to all partners, managers and employees of DBPRO, as well as to consultants, subcontractors, agents, resellers and other business partners acting on behalf of DBPRO.

2. Legal Framework

DBPRO complies with all anti-bribery and anti-corruption laws applicable in the countries where it operates, including in particular:

• Turkish Penal Code No. 5237 (in particular the provisions on bribery, extortion and influence peddling),
• Turkish Regulation on the Principles of Ethical Conduct of Public Officials,
• Turkish Public Procurement Law No. 4734,
• U.S. Foreign Corrupt Practices Act (FCPA),
• UK Bribery Act 2010,
• OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

DBPRO also commits to complying with the partner codes of conduct and ethical standards of its vendors and business partners, including Oracle and Microsoft.

3. Prohibition of Bribery and Corruption

DBPRO has a zero-tolerance approach to bribery and corruption. Accordingly:

• No one may offer, promise or give money, gifts, benefits or anything of value, directly or indirectly, to any person in order to obtain or retain business or secure an improper advantage.
• No one may request or accept any such benefit for the same purpose.
• This prohibition applies equally to the public and the private sector.
• Facilitation payments, i.e. unofficial payments made to speed up a routine action, are prohibited.
• These prohibitions also apply to payments made through third parties, intermediaries or relatives.

4. Dealing with Government Officials

Government officials include employees of ministries, public institutions and agencies, municipalities, state-owned or state-controlled enterprises, and public international organisations, as well as political party officials and candidates for public office.

• No gifts may be given to government officials other than promotional items of nominal value bearing the company logo, such as pens or notebooks.
• Any hospitality, travel or accommodation expenses for government officials must comply with applicable law and require the prior written approval of management.
• All public tenders and dealings with public institutions are conducted in accordance with the principles of transparency and equal treatment; no attempt may be made to influence a tender process.

5. Gifts, Entertainment and Hospitality

Reasonable and proportionate business hospitality and modest gifts may be a normal part of business relationships. However, they must never be intended to, or appear to, influence a business decision.

• Only promotional items of nominal value bearing the company logo (such as pens or notebooks) and customary, modest business meals may be given or accepted.
• Any other gift or hospitality (holiday gifts, event invitations, travel, etc.), regardless of its value, requires the prior approval of management.
• Cash or cash equivalents (gift vouchers, prepaid cards, etc.) may never be given or accepted.
• No gifts may be given to decision-makers during a tender, bid or contract negotiation process.
• Gifts received without approval or not in line with this policy are politely returned; where return is not possible, they are reported to management.
• Gifts and hospitality given and received are recorded.

6. Commissions, Intermediaries and Business Partners

• Commissions and fees paid to consultants, agents, resellers or subcontractors must be based on a written agreement, be proportionate to the services actually rendered and be consistent with market rates.
• Payments are made only to the bank account of the legal or natural person providing the service, in that person’s own country. No cash payments, payments to third-party accounts or unjustified offshore payments are made.
• Reasonable due diligence is performed before engaging business partners who will act on behalf of DBPRO, and such partners are expected to act in accordance with this policy.
• Red flags indicating that an intermediary may be making bribes or improper payments (such as unusually high commission requests, vaguely defined services or close ties to a government official) are taken into account and reported to management.

7. Donations and Sponsorships

DBPRO does not make donations on behalf of the company to political parties, candidates or political organisations. Charitable donations and sponsorships are made only to legitimate organisations, transparently and with management approval, and may never be used as a means of obtaining a business advantage.

8. Conflicts of Interest

Employees must avoid situations in which their personal interests conflict, or appear to conflict, with the interests of DBPRO or its customers. Any potential conflict of interest (for example a family or financial relationship with a supplier or customer) must be reported to management promptly.

9. Accurate Books and Records and Internal Controls

• All transactions, payments, gifts and hospitality expenses are recorded accurately, completely and in accordance with their true nature.
• No off-the-books accounts, undisclosed funds or misleading entries may be created.
• Payments are made in accordance with the company’s authorisation and approval procedures.

10. Fair Competition

DBPRO complies with competition laws. No agreements are made with competitors on prices, bids or market allocation, and no collusive bidding takes place in tenders.

11. Training and Awareness

This policy is communicated to all employees when they join the company, and employees are informed about its content at regular intervals.

12. Reporting Violations and Non-Retaliation

Any suspected violation of this policy may be reported through the following channel:

• Reports are handled confidentially and may also be submitted anonymously.
• No one who reports a concern in good faith will be subject to retaliation or any adverse action.

13. Sanctions

Employees who violate this policy are subject to disciplinary action, up to and including termination of employment. Contracts with business partners who violate this policy may be terminated. Where a violation involves a breach of law, it may be reported to the competent authorities.

14. Review

This policy has been approved by company management and is reviewed and updated at least once a year and whenever there is a change in applicable legislation.