The Remuneration Policy (“Policy”) of Enerjisa Enerji A.Ş. (“Company”) defines the remuneration system and benefits applicable to the members of board of directors and executive managers, who have administrative liabilities in accordance with the Capital Markets Law numbered 6362, Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board of Turkey (“CMB”) and other Capital Markets legislation.
The dividend, stock option or the Company’s performance-based payment plans do not apply to independent members of board of directors.
Expenses incurred by members of board of directors during their service to the Company (transportation, telephone, insurance and other costs) may be reimbursed by the Company.
The remuneration policy and benefits management system are based on fair, objective, performance-oriented, competitive, encouraging and motivating criteria.
The objectives of our remuneration policy are to ensure that remuneration take into consideration business size, performance, business contribution, knowledge, skills and competencies; to increase employee motivation and loyalty through observing wage balance within the company and among similar companies, and achieving competitiveness in the market; and to retain a competent workforce that will enable the Company to achieve its targets.
The business family model  in effect defines organizational roles, key responsibilities, performance indicators, knowledge and skills, and competencies, and the remuneration policy is built on an objective system that is designed with the business family model at its core.
The remuneration of executive managers consists of two components: base pay and performance bonus.
The base component is paid 16 times a year. Executive managers may also be eligible for a variable performance bonus to be paid three months following the close of relevant fiscal year, which is calculated as a percentage of gross annual wages according to Company and individual performance ratings. The purpose of the performance-driven bonus pay is to reward achievements and encourage employees to display exceptional performance and meet or exceed the budgeted targets of the Company, thereby instilling a goal-oriented performance culture in the Company.
Benefits constitute an important part of total reward management in order to support wages with additional benefits. The Company seeks to ensure that additional benefits are fair, competitive and compatible with market conditions. Benefits extended to executive managers include, among others, private medical and health insurance, Company-matched pension plans, Company telephone lines and Company cars.
 “business family model” describes a number of different roles which are engaged in the same kind of work. Every Business Family forms a homogeneous set of job positions of the same nature which are responsible for the accomplishment of a certain role within an organization. (e.g. Operational management, Professional Administrative, Technological)
The purpose of the Anti-Bribery and Anti-Corruption Policy (“Policy”) is to state the anti-bribery and anti-corruption principles contained in the Code of Business Ethics of Enerjisa Enerji A.Ş. (“Company”).
The Policy covers:
- All Company employees including the Board of Directors,
- Companies from which we outsource good and services and their employees, people and agencies working on behalf of the Company including consultants, lawyers, external auditors
This Policy is an integral part of:
- Corporate Governance Principles approved by the Board of Directors and disclosed to the public and Code of Business Ethics of the Company,
- Principles which we have undertaken to comply with by joining the United Nations' Global Compact,
- Human resources practices of the Company.
Corruption is the misuse of the authority held due to the position for the purpose of directly or indirectly gaining advantage, irrespective of the institution where the relevant person works and irrespective of the position of the relevant person.
Bribery is a person's gaining advantage or providing advantages to others within the framework of an agreement reached with a third person so that such person acts in breach of the requirements of his/her duty by doing or not doing a work, speeding up or slowing down thereof, etc., irrespective of the institution where the relevant person works and irrespective of the position of the relevant person.
Bribery and corruption may occur in various different ways which includes the following, among others:
- Cash payments,
- Political or other donations,
- Social benefits,
- Gift, hosting,
- Other benefits
4. Duties and Responsibilities
Implementation and updating of the Policy are in the responsibility and duties of the Board of Directors. In this context, the followings are required:
- The Corporate Governance Committee is required to advice the Board of Directors for establishing an ethical, reliable, legal and controlled working environment,
- Senior management is required to evaluate risks and establish the necessary control mechanisms in compliance with the principles of Board of Directors,
- The Internal Audit Department Directorate and the Enerjisa Ethics Committee are required to evaluate whether operations are carried out safely and in compliance with legal regulations within the scope of their duties,
- In case policies, rules and regulations are not complied with, report, review and sanction mechanisms must be determined and operated.
Moreover, all of the Company employees are responsible for;
- ensuring compliance with established policies of the Board of Directors.
- effectively managing the risks associated with their business operations.
- working in a manner consistent with the relevant legal regulations and the applications of the Company.
- informing the Enerjisa Internal Audit Department if they encounter with a conduct, activity or application which are in breach of the Policy
5. The Companies from/to which Goods and Services are Bought and Sold and Business Partners
The companies from which goods and services are bought and to whom goods and services are sold and Business Partners must comply with the Policy principles and other relevant regulations. Relations with persons and institutions failing to comply these conditions shall be terminated.
5.1 Selection of Companies and Business Partners
In addition to criteria such as experience, financial performance and technical sufficiency, Senior Management takes into account morality and a positive background in this field during the selection of the companies from which goods and services are bought and to whom goods and services are sold and the Business Partners. The companies and the Business Partners which have a negative information with regard to bribery or corruption are not collaborated even if they meet other requirements. Responsibility for making necessary research and evaluation within this scope primarily belongs to senior management. Internal Audit Department Directorate evaluates in its controls whether such issues are complied with.
5.2 Reaching Agreement with Companies and Business Partners
In contracts and agreements to be made with companies and business partners who have positive information and meet other criteria, the following conditions are included:
- Ensuring full compliance with the principles indicated in the policy and other relevant regulations,
- Employees' internalizing these principles and acting accordingly,
- Ensuring its employees to receive trainings about the Policy in certain periods,
- Reminding its employees regularly about notification obligations and the Ethics Hotline (i.e., a line that is open the use of all employees in order to meet obligation of informing any case that is not complied to Code of Conduct of Enerjisa) and encouraging them to notify in case they encounter such situations.
Provisions stating that relations will be terminated, in case these criteria are not complied with or in case a situation against the Policy occurs, need to be added in the contracts.
6. Our Policies and Procedures
6.1 Bribery and Corruption
The Company is against all kinds of bribery and corruption. Accepting bribes or bribing can never be accepted under any purpose.
Business relationships with 3rd persons wishing to get business from the Company through bribery or corruption have to be terminated.
A gift is a product generally given by customers or persons with which a business relationship is established as a means of thanking or commercial courtesy and which does not require a financial payment.
All kinds of gifts offered or given to third persons by the Company must be offered in public, with good faith and unconditionally. Principles regarding gifts which can be given within this scope and recording thereof have been made written in the Company’s Code of Business Ethics under the Principles of "Giving and Accepting Gifts”.
The same principles under the Company’s Code of Business Ethics apply for accepting a gift and no gift must be certainly accepted apart from the symbolic gifts included in these principles, with low financial value (maximum limit has been set as 300 TL per case; 1.500 TL within one year). In addition, even within this scope, gift acceptance must not become frequent and the Human Resource Department and Senior Management have to be informed about the gift by the employee who accept gift through his/her supervisor.
6.3 Facilitation Payments
The persons and institutions within the scope of this Policy must not offer facilitation payments to guarantee or speed up a routine transaction or process (obtaining authorization and license, obtaining a document, etc.) with government agencies.
Certain legal restrictions have been imposed on donations and aids pursuant to the Capital Markets Law numbered 6362 and other relevant legislation, which the Company is subject to, as well as the Company’s articles of association. Accordingly, Donation and Aid Policy has been approved by the General Assembly and disclosed on our website.
The Donations made by the Company employees to the charity organizations with the amounts they collect apart from and independent of their works are out of the scope of the Company Donation and Aid Policy. However, principles included in the Company Code of Business Ethics are also valid at this point.
7. Correct Recording
Issues which the Company must comply with in relation to accounting and recording system are regulated with legal regulations. Accordingly;
- All kinds of accounts, invoices and documents belonging to relations with third parties (customers, suppliers, etc.) must be recorded and kept in a complete, accurate and reliable manner.
- Falsification and distortion must not be made on accounting or similar commercial records related to any transaction.
8. Training and Communication
Our Policy has been announced to employees of the Company and it can be continuously and easily accessed via the Company’s internal system.
Trainings, which are set on a regular basis, are important instruments for increasing awareness of employees. Within this scope, Human Resources and Corporate Capabilities Directorate, designs training programs together with Internal Audit Department Directorate and the Corporate Legal Department, which are compulsory for all employees.
9. Notification of Policy Breaches
If opinion or suspicion exists that an employee or a person acting on behalf of the Company is acting in breach of this Policy, the issue must be submitted to the Enerjisa Internal Audit Department. Codes of Business Ethics of the Company are reminded to employees of the Company in certain periods.
The Company encourages an honest and transparent approach; supports any employee or person acting on behalf of the Company who expresses his/her sincere concerns with good faith, and keeps notifications secret. None of the employee shall be subject to pressure or punishment for the notification of the Enerjisa Ethics Committee about a violation of the Code of Ethics, the scope of the duties or place of job shall not be changed for this reason without written consent of the Enerjisa Ethics Committee.
In case the notifying person is subject to such treatment, he/she is expected to notify this to the Enerjisa Ethics Committee.
The companies and Business Partners from which goods and services are outsourced are also expected to remind their employees about the Ethics Line on a regular basis and encourage them to notify in case they encounter such situations. This issue is also guaranteed with the contracts made.
10. Policy Breaches
In cases which are or could be in breach of the Policy, the matter is reviewed by the Enerjisa Ethics Committee and necessary sanctions are implemented if inappropriate acts are detected.
In contracts made with the companies from which goods and services are bought and to whom goods and services are sold and with persons and institutions carrying out duties on behalf of the Company, the provisions stating that if conducts, attitudes or activities in breach of Policy are detected, business will be terminated, need to be included and in case of breach of policy business shall be terminated.
As ENERJİSA ENERJİ A.Ş., paying attention to Health & Safety issues and aiming to be one of pioneering energy companies in the industry and world; through our distribution and sales activities we;
- Adopt Health & Safety as a natural part of our business.
- Aim at improving and sustaining our Health & Safety culture and Environmental awareness.
- Adopt approach principles while performing our activities.
- Comply with our legal and other requirements regarding to Health & Safety.
- Having believed that occupational accidents or occupational illnessess are avoidable, identify all risks, which may deteriorate overall health of employees and take all necessary measures.
- Also considering the good practices in the industry and world, set measureable targets for Health & Safety, regularly review achievements attained, and continuously improve our performance and management systems in this field.
- Ensure that our employees at all levels and our stakeholders participate in all activities with cooperation to improve Health & Safety practices with the support of the Top Management.
We do not compromise on Health & Safety.
As Enerjisa Enerji A.Ş., we conduct all our activities, including our distribution and sales business lines in particular, according to the following fundamental principles:
- We fulfil all our statutory and other compliance obligations related with the Environment.
- While performing our activities, we adopt the principles of sustainable development and prevention of pollution at source.
- By reducing the wastes originating from our activities at source as much as possible; we ensure that wastes are recycled, recovered, reused or disposed without causing any harm or damage to the environment.
- We contribute in the fight against climate change. In this context, we conduct activities oriented towards reducing energy consumption, increasing energy efficiency, and reducing our greenhouse gas emissions.
- We aim to continuously reduce the consumption of water necessary for our activities by efficiently using water, one of our most important natural resources.
- We monitor and aim to reduce our air and wastewater emissions originating from our activities. We satisfy the legal requirements related with wastewater quality.
- We pay due attention and care for direct and indirect biodiversity protection in all our operational areas.
- We set measurable targets for the field of environment; and we continuously improve our environmental management system by periodically assessing our performance against such targets.
- While determining the methodologies and goals for our environmental management system, we benefit from the contributions of our employees, customers, business partners, investors and other stakeholders as well as our senior management.
- We aim to develop, expand and maintain environmental awareness across our institution.
- We encourage our entire business network, including our employees, suppliers and business partners in particular, to maintain their environmentally-responsible activities.
- In case of procurement of products-services with substantial environmental aspects, we identify the necessary environmental conditions in line with the life cycle principle and share them with our suppliers. Thus, we contribute in the improvement of our suppliers’ environmental performances.
- We conduct awareness-raising activities for development of environmental awareness among all stakeholders of the energy sector in line with our responsibility arising from our position in the sector and we aim to lead the sector in this field.
- ISO 14001 Environmental Management System Standard is the fundamental guide that we use in all our activities.
- We ensure the monitoring and auditing of our environmental policy as part of our environmental management system.
The Sustainability Committee of Enerjisa Energy meets regularly and takes decisions by reviewing the Environmental Policy and environmental performance, and reports to the Board of Directors.
We regularly share with stakeholders the environmental performance that we continuously monitor in accordance with the Environmental Policy, through Sustainability Reports. We identify the issues of top priority in the field of environment in line with the stakeholder analyses and according to the local and global trends that are of interest for the sector. We make use of such priority issues that we have identified in the field of environment while developing and revising the Environmental Policy.Please click to reach the Environmental Management System Framework.