Governance Information • Dec 26, 2024
Governance Information
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Bu doküman Genel olarak sınıflandırılmıştır. This document is classified as Public.
| 1.PURPOSE AND SCOPE………………………………………………….………………….3 | |
|---|---|
| 2.DEFINITIONS…………………………………………………………………….…………3 | |
| 3.GENERAL PRINCIPLES……………………………………………………………………4 | |
| 4.APLICATION OF THE POLICY………………………………………………………….4 | |
| 4.1 Rules to Be Considered in Relationships with Competitors………………………………4 | |
| 4.2 Rules to Be Considered in Case of Dominant Position……………….……………………5 | |
| 4.3 Rules to Be Considered in Relationship with Customers, Dealers and Suppliers………5 | |
| 4.4 Mergers, Acquisitions and Joint Venture Transactions of Companies………….…………6 | |
| 4.5 Use of Press, Media and Other Social Communication Channels……………….………….6 | |
| 4.6 Communication with Competition Authority Officials During the On-Site Inspections……6 | |
| 4.7 Training and Monitoring……………………………………………………………………7 | |
| 5.AUTHORITY and RESPONSIBILITIES……………………………………………………7 | |
| 6.REVISION HISTORY……………………………………………………………………….7 |
Policy (" Policy "), which is a part of the Aygaz Group Ethical Principles , is to determine the principles and fundamentals for all activities within the Aygaz Group to be carried out in compliance with competition law legislation. This Policy aims to ensure that all processes and practices of Aygaz A.Ş. subsidiaries and affiliates comply with competition law and to ensure awareness of competition law. This Policy is an indication of the importance that Aygaz Group attaches to acting in compliance with competition law while conducting its commercial activities and relations with its competitors.
Aygaz Group employees and managers are obliged to act in accordance with this Policy . Business Partners are also expected to act in accordance with the principles and fundamentals in this Policy to the extent applicable to the relevant transactions .
"Dominant Position" refers to the power of one or more undertakings in a particular market to determine economic parameters such as price, supply, production and distribution volume, acting independently of their competitors and customers.
"Abuse of Dominant Position" refers to the abuse of power by dominant companies in a way that restricts competition in the market. Examples of these practices include making it difficult for rival companies to operate, preventing new companies from entering the market, refusing to provide goods and services, discriminatory practices, requiring the purchase of one product along with another, and excessive pricing.
"Business Partners" It covers suppliers, dealers, authorized service companies, and all kinds of representatives, subcontractors and consultants acting on behalf of the company.
" Aygaz Group " refers to all companies controlled directly or indirectly, alone or jointly by Aygaz A.Ş. and the joint ventures included in the consolidated financial report of Aygaz A.Ş.
" Competition" refers to the race that enables free economic decisions to be made between enterprises in the goods and services markets.
"Anti-Competitive Agreement" refers to explicit or implicit agreements between undertakings, which may be made verbally or in writing, and may cover issues such as price determination, production quantity determination, market and customer sharing.
"Competitive Sensitive Information" refers to any information that, if shared with competitors, may distort, restrict and/or have the effect of disrupting competition, including but not limited to the following : It includes information on prices, quantities, customers, costs, turnover, sales, purchases, capacity, product characteristics, marketing plans, risks, investments, technologies, innovation and R&D programs, and other similar information.
"Enterprise" refers to real and legal persons who produce, market and sell goods or services in the market, and units that can make independent decisions and constitute an economic whole.
" Coordinated Action" It refers to direct or indirect relationships that provide a coordination or practical cooperation that replaces the independent behavior of the enterprises in cases where there is no agreement between the enterprises .
Aygaz Group employees and Business Partners are expected to conduct their business in accordance with the legislation in the countries of operation, Aygaz Group Ethical Principles and this Policy . In this context, acting in accordance with competition law regulations is an important part of the duties and jobs of all managers and employees.
Aygaz A.Ş., its subsidiaries and affiliates,
Within the framework of this Policy, Aygaz Group employees, managers and Business Partners are obliged to not make Anti-Competitive Agreements, not engage in Harmonized Actions with competitors, not act in accordance with decisions of associations of undertakings that are against competition, not share information with competitors that may cause problems in terms of competition law and to show the necessary sensitivity to not Abuse of Dominant Position.
this Policy may result in serious consequences, including legal, administrative and criminal sanctions depending on the legislation in the region of operation, for Aygaz A.Ş., its subsidiaries and affiliates, relevant managers, employees and Business Partners, and most importantly, may cause serious damage to the reputation of Aygaz Group.
It is prohibited to make agreements with rival company managers or employees that are intended to prevent, disrupt or restrict competition directly or indirectly or that have or may have this effect, or to engage in behaviors that constitute a concerted practice. In this context, agreements that are against competition, such as customer and territory sharing, supply restriction, and collusion in tenders, cannot be made with competitors.
Attention is paid to the language used in internal correspondence and in meetings and correspondence with competitors, and Competition Sensitive Information is not shared.
It is necessary to be especially careful in all kinds of contacts with employees of rival companies. Especially in associations, councils, trade unions, etc. where rival companies come together, if others make statements that violate competition law, a warning should be given immediately to stop such sharing, if the statements continue, the meeting should be abandoned, this situation should be recorded and the Company Competition Compliance Officer and/or Aygaz Group Legal and Compliance Director should be contacted for what needs to be done afterwards. information should be given.
Before responding to requests from competitors that pose a risk of violating competition rules, they must be reported to the Company Competition Compliance Officer and/or Aygaz Group Legal and Compliance Director. should be consulted, one should not remain silent in response to incoming requests, and the parties should be notified in writing that such requests are incompatible with the competition rules and cannot be responded to positively, and it should be documented that they will not be a party to such an agreement.
Information on competitors can be obtained from publicly available sources such as press releases, public annual reports, official records, trade journals, and speeches by company executives, and in accordance with the legislation. If these sources containing information on competitors are used in presentations, reports and similar documents prepared by the company, the legal source of the information must be clearly and understandably stated.
Aygaz A.Ş., its subsidiaries and affiliates may be in a Dominant Position in different markets in which they operate. In such a case, employees shall meticulously carry out their activities in accordance with the requirements of the Dominant Position. Although the determination of the dominant position is evaluated separately for each market based on the market shares of the enterprises and competitors and some specific factors, if Aygaz A.Ş., its subsidiaries and affiliates are in a dominant position in a market in which they operate, they must avoid the following practices that may be considered as abuse:
Aygaz A.Ş., its subsidiaries and affiliates' employees and managers respect the freedom of dealers and authorized services to determine their own sales prices, profit and discount rates in the sector they operate in, and absolutely avoid any actions and statements that may create the impression that these freedoms are restricted. Within the scope of the applied distribution system, it ensures that activities that will not be contrary to competition law are carried out, especially in terms of regional or customer restrictions. It acts within the framework of contracts that are compatible with competition rules in its relations with suppliers.
that dealers, authorized services and suppliers are competitors of each other, caution should be exercised against any sharing of competitively sensitive information, any statements or actions that may constitute a Concerted Practice or Anti-Competitive Agreement between these businesses, and necessary warnings should be made to the relevant parties to avoid such communications and transactions.
The merger of two or more companies or the complete or partial change of control of a company (through the purchase of shares or assets), or the establishment of a joint venture may be subject to the approval of the competition authorities according to certain criteria. For transactions subject to approval, carrying out the transaction without obtaining the approval of the competition authorities carries the risk of the transaction being deemed legally invalid and/or imposing an administrative fine. In this context, in the preliminary stages of the merger, acquisition or joint venture transactions planned to be carried out by Aygaz A.Ş., its subsidiaries and affiliates, before any contract is signed or any written commitment is made, the Company Competition Compliance Officer and Aygaz Group Legal and Compliance Directorate must be informed so that the necessary assessment can be made.
the Policy , employees and managers of Aygaz A.Ş., its subsidiaries and affiliates shall act very carefully in their sharing in the press, social media and other communication channels. These channels are places where extreme sensitivity is required, especially in terms of Competition Sensitive Information exchanges with competitors. In this context, undertakings should avoid sharing Competition Sensitive Information such as price, stock, campaigns, especially for the future, through such channels, which can be considered as one-sided information sharing with competitors.
If a competition law investigation is initiated regarding Aygaz A.Ş., its subsidiaries and affiliates, it is important to cooperate with the authorized Competition Authority officials. In cases where the investigation is obstructed or made difficult, severe administrative and legal sanctions may be applied. However, during on-site investigations, the following points should be taken into consideration in order to protect the rights of Aygaz A.Ş., its subsidiaries and affiliates:
If Competition Authority officers ask questions or request information via phone/e-mail etc., immediately direct the calling officer to the company's Competition Compliance Officer and/or Aygaz Group Legal and Compliance Director .
Each Aygaz Group company is obliged to fulfill the following:
• To provide all employees with regular training on competition law,
• this Policy to the needs of the company if necessary and to prepare the necessary procedures.
The Company Competition Compliance Officer and/or Aygaz Group Legal and Compliance Director of each Aygaz Group company:
All employees and managers of Aygaz Group are responsible for complying with this Policy and implementing and supporting the relevant procedures and controls of the relevant Aygaz Group company in line with the requirements of this Policy . Each Aygaz Group company expects all Business Partners to comply with this Policy to the extent applicable to the relevant party and transaction and takes the necessary steps to do so.
In case of any discrepancy between this Policy and the local legislation in force in the countries where Aygaz Group operates, the more restrictive Policy or legislation will apply to the extent that the relevant application does not constitute a violation of the local legislation.
this Policy , applicable legislation or Aygaz Group Ethical Principles, you may consult or report this matter to your immediate superior. Alternatively, you may notify Koç Holding Ethics Line at " koc.com.tr/ihbar mektup".
Aygaz Group employees may consult the Aygaz Group Legal and Compliance Directorate regarding questions regarding this Policy and its implementation. Violation of this Policy by an employee may result in significant disciplinary action, including dismissal. If any third party expected to act in accordance with this Policy acts in violation of this Policy , the relevant contracts may be terminated.
This Policy is valid as of 26.12.2024 and Aygaz Group Legal and Compliance Directorate is responsible for the implementation of the Policy .
| Change | History | Notes |
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