1.1. This Business ethics and relationships with business partners policy (hereinafter, the “Policy”) defines basic rules of business conduct, established by the Company for the purposes of performing its activity, including the standards of the Employees’ business behavior when performing their occupational duties, when interacting with their colleagues, Business associates, Officials and other third parties, as well as when representing the Company at any event (conferences, exhibitions, public and cultural events, etc.) (hereinafter, the “Standards of Business Ethics”).
1.2. The basic principles of the Company’s business activity are as follows:
The Company conducts its business in good faith and full compliance with the effective international legislation, the legislation of the Azerbaijan, as well as applicable legislative norms of foreign states (hereinafter, the legislation norms);
The desired business results of the Company may not be achieved through violation of the Standards of Business Ethics;
The Company recognizes that effective efforts to prevent bribery, illegal benefit and other actions, having distinctive features of corruption, are essential elements of improvement of business environment, that they enhance the degree of fairness and competitiveness of the Company;
The Company exerts efforts to create its corporate culture based on the Standards of Business Ethics through provision of information on them to each Employee;
The Company encourages a respectful working environment in which each Employee’s individual merits are recognized and relations are governed by courtesy, morality, honesty and dignity;
The Company strives to involve the competent personnel and offers equal rights and opportunities to the Employees in safe and comfortable working environment;
The Company strives to cooperate with highly-reputable Business associates, who comply with the legislation, as well as generally accepted norms of corporate and business ethics;
The Company strives to inform its Business associates on its commitment to fair business practices and that it is always open to joint cooperation in the struggle against any display of unethical conduct of either party.
1.3. The Company interacts constantly with mass media.
Only the General Director, Executives of the Divisions and Directions of the Company or their duly authorized representatives may speak in public for mass media, as well as at the events attended by mass media. Without the mentioned authorization and prior agreement with the Company’s Marketing directorate the unauthorized Employees of the Company shall avoid any statements, pronouncements, publications (including the ones in the Internet), which may be treated as the official standpoint of the Company, or which may harm business reputation of the Company, its Employees and Business associates.
1.4. The Employees must avoid behavior that conflicts with the Standards of Business Ethics and best interests of the Company.
1.5. The Employees having subordinates shall demonstrate compliance with the Standards of Business Ethics through their personal example.
1.6. This Policy is not intended as an exhaustive regulation to acceptable behavior.
Each Employee should not only adhere to the specific rules mentioned herein but also follow the spirit of the Policy.
1.7. Each Employee is obliged to read this Policy carefully. In case clarifications are required, the Employee should address his/her immediate superior or HR Department of the Company.
2. TERMS
2.1. For the purposes of this Policy the following terms with capital or small letters shall have the following meanings:
2.1.1. “Business associates” – contracting parties and prospective contracting parties of the Company, including any employees and other representatives of the contracting parties and potential contracting parties of the Company.
2.1.4. “Relatives” - close or other Employee’s relatives, including but not limited to the Employee’s spouse, parents and children, brothers and sisters of the whole and half blood.
2.1.5. “Official” – a person, who may be referred to one of the following categories:
a person, who permanently, temporarily or under special powers performs the duties of the public authority representative or implements the organizational, managerial, administrative and maintenance functions in government authorities, local government authorities, state and municipal authorities, state corporations, state companies, state and municipal unitary enterprises, joint-stock companies the controlling share of which is owned by the Azerbaijan,
Foreign Official – any appointed or elected person to any position in legislative, executive, administrative or judicial authority of the foreign country and any person performing any public function for the foreign country, including the public department or public enterprise;
Official of the public international organization – an international civil servant or any person authorized by a public international organization to act on its behalf.
3. RELATIONS WITH BUSINESS ASSOCIATES
3.1. Gifts and Entertainment
3.1.1. Under no circumstances the Employees may accept from / transfer to Business associates any money gifts, or solicit any gifts or personal benefits of any kind from the Business associates.
3.1.2. Acceptance of a gift may be negatively evaluated by other Employees or other parties even though there are no unfair practices or injudicious intent in the intentions of the Employee and the grantor.
3.1.3. The Employees may not accept from / transfer to Business associates any non-cash gifts (including gift cards, tickets, invitations to entertainment, etc.) for the total value of more than 100 AZN (hereinafter, the “Valuable gift”) except for the cases stipulated herein.
3.1.4. A Valuable gift may be accepted or transferred by an Employee only in connection with a protocol or other official events at which the common business practices do not allow to refuse gifts. Receipt of a Valuable gift or an offer of a Valuable gift made by a Business associate must be reported by the Employee in writing / via e-mail to the Employee’s immediate superior, who shall determine if the Employee may keep the Valuable gift or should refuse or return it.
3.1.5. It is admissible to accept and grant gifts which are the corporate souvenirs or office goods which are purely advertising in nature (pens, calendars, etc.).
3.1.6. Acceptance of tickets for sport or cultural events, free treatment in a restaurant or a cafe by an Employee from a Business associate or its representative is admissible only in the cases, when there is a distinct business purpose.
3.1.7. Except for ordinary gifts the value of which cumulatively does not exceed 80 AZN, granting of gifts to the Officials is forbidden. The Employee, granting a gift to an Official, shall study the primary documents, evidencing the cost of the gift, as well as be ready to confirm the objective and the motive of gifting to avoid the risk of suspicion of bribery.
3.1.8. In case of doubts on granting or accepting a gift an Employee may address the Employee’s immediate superior for clarifications.
3.2. Travel and Accommodation expenditures
3.2.1. Reimbursement of accommodation costs and travel expenses shall not be accepted by an Employee from Business associates.
3.3. Discounts
3.3.1. No Employee may use his/her position in the Company to solicit and (or) accept from Business associates any discount for purchases of goods or services (works) made by the Employee or the Employee’s Relative, as well as any other advantages and benefits, including privileged (out-of-sequence) servicing. Notwithstanding the above, an Employee may accept any discount offered generally to all Company’s Employees.
3.4. Principles for cooperation with Business associates
3.4.1. All the Employees of the Company shall:
Fulfill their employment duties in full compliance with the effective legislation norms and the Company’s local normative acts;
Have no latent preferences when selecting a Business associate and establish no advantages to certain Business associates, cooperating with the Business associates in an objective, honest and fair way;
Allow no violation of the effective antitrust legislation, entering into conspiracy, leakage of confidential information, unofficial consultations aimed at setting prices, defining of scopes and terms of contracts, limitation of contracts or Business associates;
Always present the Company’s position advocating its interests in an honest and forthright manner striving for the most advantageous conditions for the Company;
Make it clear to all the Business associates that the Company expects them to compete fairly and diligently for the right to cooperate with the Company, and that the Company selects its Business associates judging solely from their business merits and the results of fair competition;
Neither discuss with nor disclose to third parties the Company’s or Business associate’s trade secrets or other confidential information unless otherwise is provided for in the local normative acts.
4. USE OF COMPANY'S ASSETS
4.1. The assets of the Company are to be used solely in the best interests of the Company to the maximum effect and only for business purposes. The assets of the Company include, but are not limited to buildings and constructions, equipment, inventory, monetary funds, office supplies, technologies, concepts, business plans and strategies, financial data and other information about the Company’s business, as well as working hours of its Employees. The Employees are obliged to treat the assets at their disposal with due care and may not transfer them to third parties or use them for personal or third party’s benefit.
4.2. Corporate landline or mobile phones, SIM-cards, computer network and computers, provided by the Company to an Employee (hereinafter - the Equipment), belong to the Company based on the right of ownership, or the right of possession and (or) use. The Employees are not allowed to use the Company’s Equipment and the information and telecommunication networks (including the Internet and e-mail) for private purposes.
4.3. The Company is entitled to control that the Equipment is used appropriately, to analyze all the transferred information, give consent to its disclosure and processing to third parties, including the law enforcement bodies. Therefore the Company recommends to avoid personal messages, give due regard to the contents of the messages, adhere to formal language, set the facts briefly, clearly and definitely.
4.4. The Employee conducting negotiations and correspondence with the Business associates is responsible for notifying them that the Equipment he/ she is using for communication, as well as the transferred information may be controlled by the Company.
5. CONFLICT OF INTEREST
5.1. Conflict of interests – is the situation when Employee’s personal interests (direct or indirect) affect or may affect due, objective, effective and impartial performance of his/her occupational duties. Employee’s personal interest shall be understood as possibility of gaining benefit by the Employee in connection with his/her occupational duties in the form of money, valuables, other property or property–related services, other property rights, any other privileges and benefits for himself or for third parties.
5.2. All the Employees shall avoid conflict of interest. A mere appearance of a conflict of interest or semblant occurrence of such conflict may negatively affect the reputation of an Employee and the Company. Worse still, this may cause fellow Employees to be engaged in similar conduct.
5.3. A conflict of interest may arise when an Employee is participating in selection of a Business associate and (or) in placing contract with the Business associate who had earlier or is having current social or business relationship with the Employee or the Employee’s relative. Business associates must be selected solely in the best interest of the Company. If an Employee recommends a Business associate who had earlier or is having current social or business relationship with the Employee or the Employee’s relative, the Employee shall be ready to justify his/her decision to avoid appearance of favoritism in selection of the Business associate. A Conflict of interests may arise when an Employee is taking a decision providing benefit to the Business associate if the Employee or his/her Relative is having intention to enter into labour or other business relations with this individual or legal entity in future.
5.4. In determining whether a conflict of interest exists, the principles expressed herein shall be broadly interpreted. An Employee may not decide that there is no conflict of interest merely because the gained benefit did not actually affect his/ her decision. Similarly, an Employee may not decide that there is no conflict of interest because no actual benefit was gained.
5.5. The Employees’ personal financial interests may not conflict with their duties. A conflict of interest may occur if an Employee or any of his/her Relatives are interrelated with the Business associate (shareholding, credit, loan, labour relations or other obligations, etc.) and the Employee may influence cooperation with an outside organization. In this case notification to the Employee’s immediate superior and Security department shall be required in writing / via e-mail.
6. INTEGRITY OF COMPANY RECORDS AND FINANCIAL TRANSPARENCY
6.1. Recording of false or fictitious entries into Company’s books or records is strictly prohibited. Any Employee aware of such matters shall immediately report the situation to the Company’s security hotline for avoidance of legal, financial or other liability, as well as harm to the reputation, that the Company may incur.
6.2. The above restriction is not limited to financial records. This Policy prohibits destruction or alteration of information on selection of Business associates, data in the digital systems of the Company, as well as any other Company’s records to falsify, conceal or misrepresent for any purposes, including attempts to deflect criticism or to overstate the results of operations.
6.3. The Company is committed to the principle of transparency in its business activity and payments, which are made in compliance with their purpose and performed business operations.
7. BRIBES AND ILLEGAL BENEFITS
7.1. The Company conducts proper and legally impeccable relations with all the federal, regional and local governmental and regulatory authorities, foreign governmental authorities and international public organizations. All the Company’s business interactions with the mentioned authorities and organizations are built up based on the principles of honesty and transparency, as well as compliance with the effective legislation of the Azerbaijan.
7.2. It is prohibited to all the Employees, as well as Business associates and other parties acting in the interests of the Company to offer, promise, give directly or indirectly a bribe or other illegal benefit (including reward for facilitation of formalities) to Officials, as well as to representatives of profit or non-profit organizations for the purpose of winning or retaining business relations or other issues, related to the Company’s business.
7.3. It is prohibited to the Employees to solicit, agree to accept or to receive directly or indirectly any money, valuables, other property, property rights or property–related services, for their own or for the third party’s benefit which may be construed as a “kickback”, or any other illegal benefit related to the Company’s business.
7.4. It is prohibited to the Employees to mediate in bribery or to assist to a bribe-giver and (or) a bribe-taker, as well as to promise or offer such mediation.
7.5. The Company is entitled to inform the law enforcement authorities about such conduct of an Employee which may result in bringing him/her to responsibility, including criminal responsibility in accordance with the effective legislation of the Azerbaijan
7.6. Any Employee who was offered a “kickback” or other illegal benefit, as well as if he/she becomes aware that another Employee of the Company was offered such a proposal of a “kickback” or other illegal benefit, he/she must report about such a proposal to the Security Department.
8. DISCRIMINATION AND HARASSMENT
8.1. The Employees of the Company shall treat their colleagues respectfully, follow the Standards of Business Ethics, upkeep friendly atmosphere. The Employees are not allowed to use abusive words, as well as evidently disrespectful tone in communication with the colleagues and Business associates.
8.2. The Company does not allow any forms of psychological pressure or abuse exerted towards one or several Employees. Besides, the Company does not allow creation of negative staff atmosphere and management through threats, insults or other actions, intended to intimidation, depreciation, insult of the Employee.
8.3. None of the Employees may be discriminated in his/her labour rights and freedoms due to an individual’s sex, race, skin color, nationality, language, origin, sexual identity, property, marital, social or official status, age, place of residence, attitude to religion, beliefs, membership or non-membership in public associations or any social groups, as well as other circumstances unrelated to business qualities of the Employee.
8.4. The Company encourages creation of the environment that is free from discrimination, including gender-based discrimination in the form of sexual harassment towards the Employees. Actions, words, jokes or comments based on personal traits: sex, race, ethnicity or sexual identity, religion, bodily abilities, skin color, age, marital status and other personal traits - shall not be tolerated.
8.5. The Company does not tolerate sexual harassment that appears as unwanted and unwelcome verbal, physical or visual behavior or action that is either sexual in nature or directed at a person’s gender where:
acceptance or non-acceptance of such conduct, reporting or not reporting it may be perceived as the basis for making personnel decisions, such as employment, promotions, transfers, annual evaluations, etc;
such actions create distressing, hostile or offensive working environment and interfere with personal work performance and effectiveness.
Examples of sexual harassment include, but are not limited to the following:
indirect hints, verbal and written jokes, comments, messages submitted via any communication means, insults, graphic commentaries about the Employee’s appearance, which are either sexual in nature or directed at the Employee’s gender;
sexually suggestive or vulgar phrasing or pictures, cartoons, posters, calendars, clothing, notes and other objects that may have sexual implications or allow suggestive interpretations;
sexual gestures, leering, touching, assaulting, impeding or blocking movements.
8.6. Each Employee of the Company is responsible for maintaining the staff atmosphere, including prohibition of discrimination and sexual harassment, abuse, interpersonal conflicts and disputes. The Employee who becomes aware of the above mentioned incidents shall report to his/her immediate superior, the HR Department of the Company.
8.7. Those who committed such unacceptable actions may be subject to disciplinary actions, as well as held liable in accordance with the legislation.
9. PROCEDURE OF INFORMATION EXCHANGE
9.1. Most violations of ethical and legal norms are discovered by the Employees. Therefore, the Company appreciates transparent working environment allowing the Employees to voice useful criticism. The Company encourages such an initiative, as it helps to minimize violations, as well as to reveal and eliminate them as they occur and to preserve favorable staff atmosphere.
9.2. The Employee, who becomes aware about violation of this Policy, legislation of the Azerbaijan, local normative acts of the Company by another Employee, a Business associate or an Official, as well as of imminent or suspected violation, is obliged to inform immediately the security hotline of the Company on such violation transparently or anonymously personally.
9.3. The Company acknowledges that the Employee, who, in good faith, seeks an advice and support from the security hotline of the Company, expresses his/her concern with reference to probable violation of legislative requirements of the Azerbaijan and Company’s local normative acts, or reports on suspected misconduct committed by any other Employee, strictly follows this Policy and acts in full conformity with the Company’s Standards of Business Ethics. The Company provides protection from persecutions and acts of revenge towards these Employees.
9.4. It is forbidden to attempt to prevent somebody from reporting about violation of this Policy and (or) legislation norms.
10. IMPLEMENTATION OF THE POLICY. RESPONSIBILITY
10.1. This Policy applies to all the Employees of the Company.
10.2. The Policy shall become effective from the date of its approval by the General Director of the Company. The Employees shall be acknowledged with the Policy, that shall be evidenced by the relevant mark in the acknowledgement list of the Policy.
10.3. The Company shall provide the Employees with unrestricted access to the hard copy of the Policy in the HR Department of the Company and to the electronic document by uploading the electronic version of the Policy to the common access network drive.
10.4. Failure to comply with the Policy may result in subjection to disciplinary or other action, in accordance with the effective legislation of the Azerbaijan
