1. Introduction
As one of the fastest growing and leading discount supermarket chains in Turkey, it is of great importance to Şok Marketler Ticaret A.Ş. (“ŞOK”) to support society while conducting its business activities. Therefore, to contribute to society, ŞOK provides donations and aid to universities, educational institutions, foundations, public-benefit associations, or similar institutions, in line with the principles specified by the Capital Markets Board and the Turkish Commercial Code. This Donation Policy ("Policy") has been prepared in order to establish a framework for the charitable donations to be made by ŞOK. With this Policy, ŞOK aims to ensure that ŞOK Employees comply with all relevant anti-corruption regulations and other applicable legislation. The Disciplinary Board is responsible for overseeing the effective implementation of this Policy.
2. Definitions
“Policy” means ŞOK Charitable Donation Policy.
“Public Official(s)” refers to all individuals—regardless of nationality or the country in which they perform public service—who are permanently, temporarily, or periodically appointed, elected, or otherwise engaged in the performance of public duties, including employees of state-owned enterprises. Under this Policy, representatives of (i) professional organizations having the status of a public institution; (ii) companies established with the participation of public institutions or organizations or through professional organizations with the status of a public institution; (iii) foundations that operate under the supervision of the governmental institutions or organizations or public professional organizations; (iv) associations that work for the benefit of the public; (v) cooperatives; and (vi) publicly held companies are all considered as Public Officials, regardless of their identity.
“ŞOK” means Şok Marketler Ticaret A.Ş.
“ŞOK Employees” means any director, officer, employee, agent, and representative of ŞOK.
“Turkish Criminal Code” means the Turkish Criminal Code No. 5237.
3. Who is subjected to this Policy?
This Policy applies to all ŞOK Employees regardless of their position.
Special Attention to Anti-Corruption Regulations: Zero Tolerance towards Using Donations as Bribery
ŞOK is subject to the legal regulations of the Republic of Turkey, which include laws and regulations relating to anti-corruption and anti-bribery. Due to ŞOK’s current business activities, ŞOK and ŞOK Employees are always subject to the Turkish Criminal Code No. 5237 ("Turkish Criminal Code").
It is therefore vital that ŞOK's Employees understand and comply with this Policy. Also, it is a condition of employment at ŞOK.
ŞOK adopts a zero-tolerance policy toward bribery, corruption, and the use of donations as disguised bribes. Any allegations of violation of relevant anti-corruption laws will be investigated and, if necessary, disciplinary measures will be taken against those involved.
4. Priority between the Policy and Legislation
ŞOK Employees are expected to act in accordance with the applicable laws. In case of a discrepancy between the provisions of this Policy and the applicable laws, the applicable laws will prevail.
5. General Principles related to Donations
ŞOK may make donations either in-kind or in cash. Donations may not be used as a means for bribe. Donations are charitable contributions made to the organizations listed in Article 6. ŞOK does not expect any benefit from these donations. ŞOK may not make donations to any Public Official.
All donation activities must be conducted transparently and in compliance with the applicable legislation, including the Turkish Criminal Code, the Capital Markets Board of Turkey’s Communiqué on Dividends No. II-19.1, other regulations of the Capital Markets Board of Turkey, and the Turkish Commercial Code No. 6102.
Shareholders of ŞOK shall be informed at the general assembly of the amount of donations and their details.
All donations shall be in accordance with ŞOK's vision, objectives and policies including this Policy and ŞOK's ethical values and principles. All donations shall be in accordance with ŞOK's annual budget.
Donations made within the relevant fiscal year must be included in the calculation of distributable profit. According to the resolution of ŞOK's Board of Directors dated March 9, 2018 and numbered 2018/13, the upper limit of the donations was determined as 0.2% of the net sales revenue disclosed in the Company’s annual financial statements prepared in accordance with the Turkish Financial Reporting Standards. General assembly of ŞOK is authorized to change this limit.
Donations shall aim to benefit the public and shall not benefit any specific individual or be contrary to any social norms. The following rules shall be followed in all donations:
Donations shall be duly kept in the Company's books and records in compliance with the applicable laws.
Donations payments shall be made against receipt.
Before a donation is made, donation recipients shall be subject to preliminary assessment with a risk-based approach. If a risk is noticed in this assessment, donation may not be carried out without eliminating the risk in question. ŞOK will donate on condition that the donation made by ŞOK will not be used for illegal purposes and will only be used for donations for the purposes explained to ŞOK.
Donations shall be made to institutions resident in Turkey, as listed below in Article 6.
Charitable donations may be disclosed to public authorities, if necessary.
ŞOK does not support institutions that discriminate on age, race, color, sex, religion, disability or sexual orientation.
Charitable donations shall not be provided via third parties.
6. Who may Receive a Donation from ŞOK?
Pursuant to Article 3/B/16 of ŞOK's Articles of Association, provided that it is submitted for the information of the shareholders at the General Assembly, ŞOK may make donations and provide aids to universities, educational institutions, foundations, associations with public benefit or similar institutions, within the framework of the principles specified in the capital market legislation and the Turkish Commercial Code.
7. Political Contributions
ŞOK, ŞOK Employees and business partners acting on behalf of ŞOK may not use direct or indirect donations made to political parties, party officials, candidates, institutions or individuals engaged in politics, as a subterfuge for bribery.
8. Improper Payments
Any improper payment related to donations shall be reported to the Şok Marketler Ethics Hotline. Şok Marketler Ethics Hotline can be reached via phone number 0 850 *** ** ** or via e-mail at
In case of any suspicion of improper payment, the Disciplinary Board shall immediately commence an internal investigation within the scope of the relevant policies of ŞOK. The Disciplinary Board will examine the matter confidentially for any violations of this Policy or any other law and will take appropriate corrective actions. Any person subject to an investigation under this Policy is obliged to cooperate, to answer questions accurately and honestly, and to keep all communications and information confidential.
ŞOK protects its employees who express their concerns honestly. However, deliberately making a false accusation, not telling the truth to the investigators, interfering with an investigation related to this Policy or refusing to cooperate are considered violation of this Policy.
Those who violate this Policy may face disciplinary measures, including termination of employment. If any, ŞOK Employees may address their questions or concerns regarding this Policy directly to the Disciplinary Board or their own managers.
9. Procedure to Handle Donations Proposals
Donation requests can be made in writing or verbally. However, the relevant department/ŞOK Employee receiving the donation request must fill the form in Annex-1. The "Donation Request Evaluation Form" attached to Annex-1 is filled by the relevant department or ŞOK Employee who receives the donation request, and after the evaluation of the CEO or CFO, it is finally brought to the ŞOK Board of Directors and submitted for approval.