Modanisa Elektronik Mağazacılık ve Ticaret Anonim Şirketi ("Holding Company") and its Group Companies (Holding Company and its Group Companies together referred as “Modanisa”) are subject to the legal requirements of the jurisdictions in which it does business, including the Republic of Turkey. Among these requirements are international conventions and other applicable regulations relating to human trafficking, slavery, servitude, child labor and forced or compulsory labor, immigration, recruitment, working hours, minimum pay and workplace conditions.

It is therefore vital for Modanisa and all Modanisa Employees understand and comply with this Supply Chain and Working Conditions Policy (“SCWC Policy”) and consult the Compliance Officer if they have any doubts about whether an activity is permitted. Modanisa is committed to avoiding any activity that would result in modern slavery, servitude child labor, forced or compulsory labor or human trafficking.

Modanisa is also committed to having high standards for supply chain and working conditions. Therefore, Modanisa maintains a policy of zerotolerance towards human trafficking, slavery, servitude, child labor and forced or compulsory labor. Any evidence of violations of applicable laws or of the principles outlined in this SCWC Policy will be investigated and appropriate disciplinary measures may be taken.

2.Definitions

“Business Partners” means any Suppliers, contractors, sub-contractors, agents, joint venture partners, non-controlled subsidiaries, consortium partners, representatives, brokers, custom brokers, real persons or legal entities concluding intermediary, teaming or similar agreements with Modanisa, nominated sub-contractors, consultants, advisers, lawyers and other intermediaries who have a business relationship with Modanisa.

“Compliance Officer” means the full-time employee appointed by the Holding Company reporting directly to the CEO of the Holding Company. The Compliance Officer is responsible from supervision and the application of this SCWC Policy.

“Group Companies” means any entity owned or controlled, directly or indirectly, by the Holding Company, or any entity, directly or indirectly, under common control with the Holding Company.

“Holding Company” means Modanisa Elektronik Mağazacılık ve Ticaret Anonim Şirketi.

"Hotline" means the secure and accessible channels through which Modanisa Employees, Business Partners and other parties can anonymously raise concerns with Modanisa and report suspicious circumstances (i.e., any potential violation of this SCWC Policy) in confidence and without risk of reprisal.

“Modanisa” refers to the Holding Company together with its Group Companies.

“Modanisa Employees” means any board of director, executive, manager, officer, employee, agent, contractor, worker, consultant or representative of Modanisa.

“Modern Slavery and Human Trafficking Laws” means all applicable anti-slavery or human trafficking laws, statutes, regulations and codes from time to time in force applicable to Modanisa including laws, statutes and regulations relating to immigration, recruitment, slavery, servitude, forced or compulsory labor, child labor, working hours, minimum pay and work place conditions.

“SCWC Policy” means Modanisa's Supply Chain and Working Conditions Policy.

“Supplier” means Modanisa's suppliers providing products, raw materials or services which are required for Modanisa to carry out its business activities. Suppliers should be interpreted as key Business Partners while interpreting this SCWC Policy.
 

3.Priority between the SCWC Policy and Legislation

Modanisa and Modanisa Employees may be subject to the laws of many countries around the world. Modanisa and Modanisa Employees are expected to act in accordance with the laws of the Republic of Turkey, the applicable laws of the concerned countries and this SCWC Policy. In case of a discrepancy between the provisions of this SCWC Policy and the applicable laws, the applicable laws will prevail.

4. Scope

This SCWC Policy applies to (i) Modanisa, (ii) all Modanisa Employees regardless of their position and (iii) all Business Partners (where applicable) including any suppliers of Modanisa and any persons and organizations carrying out activities for or on behalf of Modanisa. All Modanisa Employees are required to sign the statement attached in Annex-1 in which they undertake to comply with Modanisa's SCWC Policy.

5.  General Rules
  
Modanisa undertakes to comply with all Modern Slavery and Human Trafficking Laws including but not limited to Turkish Labour Law No. 4857, Turkish Regulation on the Procedure and Principles of the Working Conditions of Children and Young Workers, UK Modern Slavery Act 2015. Modanisa will endeavor to comply with all global standards on this issue determined by the international organizations, all international conventions issued by the International Labour Organisation including but not limited to (i) Freedom of Association and Protection of the Right to Organise Convention, 1948, (ii) Forced Labour Convention, 1930, (iii) Abolition of Forced Labour Convention, 1957, (iv) Minimum Age (Industry) Convention, (v)Equal Remuneration Convention, 1951, and (vi) Discrimination (Employment and Occupation) Convention, 1958.

 

All Modanisa's Suppliers and other Business Partners will endeavor to comply with the above mentioned rules while they carry out their activities. Any violation may lead to unilateral termination of the agreements between Modanisa and that specific Supplier other Business Partner as explained in Article 13 below.

6. Forced Labor, Human Trafficking and Modern Slavery

According to ILO Forced Labour Convention, 1930, forced or compulsory labour is all work or service which is exacted from any person under the threat of a penalty and for which the person has not offered himself or herself voluntarily.

According to the Protocol to Prevent, Suppress and Punish Trafficking in Persons, human trafficking is the recruitment, transportation, transfer, harboring or receipt of persons, by means of the threat or use of force or other forms of coercion, of abduction, of fraud, of deception, of the abuse of power or of a position of vulnerability or of the giving or receiving of payments or benefits to achieve the consent of a person having control over another person, for the purpose of exploitation.

Modanisa is against any kind of involuntary work. Modanisa acknowledges that employment must be on voluntary basis and chosen on free will. Modanisa, its Suppliers and other Business Partners cannot take any action which would result in modern slavery, servitude, child labor, forced or compulsory labor or human trafficking.

 

7. Child Labour

Modanisa, its Suppliers and other Business Partners acknowledge that children under 15 years old cannot be employed under any circumstances. A child above 15 years can only be employed if applicable local regulations including but not limited to Turkish Regulation on the Procedure and Principles of the Working Conditions of Children and Young Workers permit. In any event, if a child above 15 years is planned to be employed, extra caution must be given both before and during the employment to ensure the continued compliance with the applicable regulations. All applicable regulations on the children's working conditions should be strictly followed at all times.

8.Wages and Working Hours

Modanisa, its Suppliers and other Business Partners must comply with all applicable laws regarding wages and working hours, including minimum wage, overtime, maximum working hours, meal and rest periods, and provide the subsidiary rights that are legally required. In the cases where local industrial standards exceed applicable legal requirements, Modanisa, its Suppliers and other Business Partners are encouraged to meet these higher local industrial standards.
 

9. Freedom of Association and Collective Bargaining

Modanisa, its Suppliers and other Business Partners respect the right of their employees to be or not to be members of a union, or the right to accept the employee representation in accordance with the local laws. Modanisa, its Suppliers and other Business Partners do not discriminate against their employees based on their union choice or membership.

 

10. Discrimination

According to the International Labour Organization, discrimination in employment and occupation means treating people differently and less favorably because of characteristics that are not related to merit or the requirements of the job. These characteristics include race, color, sex, religion, political opinion, national extraction and social origin (as well as any other set out under applicable local law). Modanisa, its Suppliers and other Business Partners do not tolerate any discrimination based on the above characteristics and will not discriminate against their employees or their business partners based on any of the abovementioned characteristics.

11.Health and Safety

Modanisa, its Suppliers and other Business Partners must comply with all applicable laws, rules, regulations and industrial standards related to health and safety to preserve their employees' physical and mental wellbeing. Modanisa, its Suppliers and other Business Partners will take measures required by applicable law for preventing accidents and injuries.
 

12.Engagement with Suppliers and other Business Partners

Modanisa is required to carry out due diligence before engaging with a Supplier to determine whether they comply with Modern Slavery and Human Trafficking Laws. In the event that an issue or red flag is uncovered as part of this due diligence process, Modanisa may not engage with the relevant Supplier until the relevant risk is adequately addressed or rectified. If any issues identified during the due diligence process cannot be adequately addressed or rectified, then Modanisa may not engage with that specific Supplier at all.

Once the due diligence is completed and no issues have been identified, or any issues that have been identified have been adequately addressed or rectified, then Modanisa can engage with the relevant Supplier. Before any such engagement, the relevant Supplier will be provided with this SCWC Policy and they will be required to sign the template statement attached in Annex-2 in which they undertake to use their reasonable efforts to comply with this SCWC Policy and the Modern Slavery and Human Trafficking Laws.

Modanisa will also provide a copy of this SCWC Policy to its current Suppliers and request that they sign the statement attached in Annex-2 in which they undertake to use their reasonable efforts to comply with this SCWC Policy and the Modern Slavery and Human Trafficking Laws. In case of failure to sign the statement attached in Annex-2, the relationship with that Supplier may be terminated.

In the event that Modanisa suspects that any of its potential Business Partners violate the Modern Slavery and Human Trafficking Laws, Modanisa carries out the same engagement process mentioned above for the Suppliers to ensure its potential Business Partner's compliance with the this SCWC Policy and the Modern Slavery and Human Trafficking Laws.

 

13. Expectations from Suppliers

All Suppliers are expected to comply with the SCWC Policy and the Modern Slavery and Human Trafficking Laws at all times. In the case of a failure to comply, Modanisa reserves the right to immediately terminate its relationship with that specific Supplier. In order to ensure its Suppliers' compliance with the SCWC Policy and the Modern Slavery and Human Trafficking Laws, Modanisa may audit its Suppliers from time to time.
 

14. Audits over Suppliers

Modanisa audits its Suppliers' facilities from time to time to determine whether they comply with this SCWC Policy and the Modern Slavery and Human Trafficking Laws. Modanisa also carries out audits when it receives any report or allegation regarding violation of this SCWC Policy or the Modern Slavery and Human Trafficking Laws by one of its Suppliers. During these audits, the Suppliers' employees working conditions are audited.

If any deficiency or violation of this SCWC Policy and the Modern Slavery and Human Trafficking Laws is determined during these audits, the violations and deficiencies are reported to the relevant Supplier with a suggested action plan. The relevant Supplier is given a 30 day period to cure the violation or deficiency. If no substantial improvement is made within 30 days, then Modanisa may unilaterally terminate its agreement with the relevant Supplier without being obligated to pay compensation.

15. Agreements with Suppliers

As long as it is practically possible, in any agreement to be executed between Suppliers and Modanisa, Modanisa endeavors to include audit rights over Suppliers, unilateral termination rights without Modanisa being obligated to pay compensation and right to request compensation by Modanisa in case of a unilateral termination in case of violation of this SCWC Policy and the Modern Slavery and Human Trafficking Laws to ensure their efficient application. During the renewal of existing agreements, such provisions will also be included in the existing agreements. In case of need, such provisions will be added into the agreements to be executed between other Business Partners and Modanisa.

16. Accessibility of this SCWC Policy

Modanisa ensures that a link to this SCWC Policy is accessible on the first page of Modanisa’s website to promote its compliance with all Modern Slavery and Human Trafficking Laws. A statement in compliance with the UK Modern Slavery Act 2015 can also be found in Modanisa's website through this link [please insert the link].

17. Trainings

In order to promote the compliance with the SCWC Policy, Modanisa provides specific training to all Modanisa Employees. This training will be tailored in accordance with the relevant needs and circumstances as well as Modanisa Employees' seniority and position. This training will be related to the Modern Slavery and Human Trafficking Laws and the SCWC Policy. Modanisa Employees, regardless of their positions, are all required to participate in any such training. Any failure to attend any such training without a valid reason may result in disciplinary sanctions.

These compliance trainings are to be provided to all new employees as part of their orientation program.

Where appropriate, Modanisa may also provide compliance trainings related to this SCWC Policy to its Business Partners, especially to its Suppliers. The refusal to participate in any such training without any valid reason may result in the termination of the business relationship without paying any compensation.

Face-to-face compliance training will be provided to Modanisa Employees based at the headquarters of the Holding Company. For other Modanisa Employees based in foreign countries or other cities in Turkey, online training will be provided. Additionally, if required and so far as is practical, translation to different languages will also be provided.

The Compliance Officer is responsible for the preparation and provision of training regarding the SCWC Policy and the Modern Slavery and Human Trafficking Laws, and may request assistance from the human resources department.

18. Reporting Violations

All Modanisa Employees are responsible for Modanisa's compliance with the Modern Slavery and Human Trafficking Laws. If any Modanisa Employee notices a violation of the SCWC Policy, they are required to immediately report the aforementioned situation to the Compliance Officer and/or Hotline. Modanisa encourages all Modanisa Employees to raise concerns and report suspicious circumstances to the Compliance Officer and/or Hotline as early as possible. The failure to report any suspicion is considered as a violation of this SCWC Policy.

Upon receipt of any concern, Modanisa will look into and address the matter.

19. Investigation

Modanisa takes seriously any notice relating to possible violation of the Modern Slavery and Human Trafficking Laws or this SCWC Policy. The Compliance Officer will confidentially examine the situation and determine appropriate action and next steps. Any individual involved in an investigation related to this SCWC Policy is required to cooperate in good faith with such investigation. Any individual who is involved with any such investigation will, subject to any applicable law, be required to keep all discussions and information confidential.

All parties involved in investigations are expected to cooperate during an investigation and provide all requested information and documents in a timely manner. If required, the Suppliers and other Business Partners must ensure that all actions are taken to comply with the requirements provided in the Turkish Personal Data Protection Law No. 6698 relevant to their own employees.

20. Internal Audit

During the periodical internal audits to be carried out in Modanisa, Modanisa and Modanisa Employees' continued compliance with the SCWC Policy and the Modern Slavery and Human Trafficking Laws is also assessed. If any failure of these rules or any room for development is identified during these internal audits, they are reported to the Compliance Officer with the suggested actions. The Compliance Officer is responsible for the supervision and implementation of any suggested actions.

21. Hotline

All Modanisa Employees, Suppliers, Business Partners and other parties can raise concerns related to the Modern Slavery and Human Trafficking Laws with Modanisa and report suspicious circumstances in confidence and without risk of reprisal through the Hotline. All reports to the Hotline can be made anonymously.

The “Modanisa Compliance Hotline” can be accessed through the following channels:

• Phone Number: [please insert a number]
• E-mail Address: [please insert an email address]

All complaints submitted to the Hotline will be kept confidential. Subject to any applicable local law, whistleblower's name will not be disclosed. All Modanisa Employees are encouraged to report their suspicions of misconduct in good faith in a "fear-free" environment, which ensures that they will not be subject to any form of reprisals.

22. Questions

Related to this Policy All Modanisa Employees and Business Partners can address their questions or concerns regarding this SCWC Policy to the Compliance Officer. If any investigation should be initiated related to these concerns, the Compliance Officer will carry out the investigation confidentially.