ETHİCAL PRINCIPLES

Kobirate’s ethical principles are set forth in order that Kobirate takes into consideration the Banking Act, the BRSA and CMB directives on the rules for Authorization and Operation of rating Institutions and generally-accepted ethical rules of international organizations such as IOSCO, SEC, OECD including written or oral local and social traditions and generally-accepted moral customs. Kobirate performs its duties within limits established for Kobirate, whose powers are specified within the Banking Act No.5411, the BRSA and CMB directives on the rules for Authorization and Operation of Rating Institutions without being under any influence and pressure. Kobirate builds confidence that it fulfills its duties in the financial markets in absolute impartiality, the professional and ethical principles to be complied with by Kobirate and their foregoing staffs for the maintenance of confidence.

THE NATURE AND INTEGRITY OF THE KOBIRATE RATING METHODOLOGY

1. Rating grades computed by Kobirate are going to be analyzed, on the basis of the results and in compliance with all the data obtained from the rated company and available in the Kobirate Rating Methodology.
2. As a result of operations performed and proposal made by Kobirate Rating Specialists, the rating grades to be assigned by Kobirate to the companies are finalized by the Kobirate Credit Rating Committee. Kobirate Credit Rating Committee is formed in accordance with the regulations covering rules for the Authorization and Operation of Rating Institutions.
3. The decision of Credit Rating Committee and underlying documentation, the operational notes of Rating Specialist are kept in accordance with the regulations relating to the rating companies, which are issued by BRSA and CMB.
4. Having considered the country-specific conditions, the Kobirate Rating Methodologies are designed systematically. In order to attain an objective and excellent methodology, Kobirate views periodically the flow of work charts and directives, verifies regularly their appropriateness and will update the same permanently by allocating resources for investments in systems.
5. Kobirate will establish sector and regional operational archives and update consistently the statistical data for furtherance of achievements of the credit rating committee, rating specialists and analysts. It regards the allocation of adequate resources as the most important investment for the sustainability of review quality.
6. Kobirate will not (undertake) jobs for which it is not eligible in terms of expertise, capacity and staff.
7. In view of the importance of continuous availability of rating services and staff, Kobirate will take any actions to ensure permanent availability.

Monitoring and Updating

1. Ratings made will be revised periodically.
2. A special review will be initiated in case of revelation of new information requiring a change in the rating grade assigned by Kobirate,
3. The rating grade will be revised and updated immediately on the basis of results of the recent examination.
4. The execution and termination of rating agreements will be announced (disclosed) in accordance with the BRSA and CMB directives.

Integrity and Accuracy of Rating Process

1. During the processes of preparation and announcement of rating services, Kobirate and all of its employees will be fair, honest and in equal distance to the issuers, investors, other market participants and the public. They will demonstrate an attitude free of any pressure, group and political influence.
2. Kobirate and its employees will perform their procedures for rating services in accordance with the directives issued by the Supervisory Authorities, directives issued by Kobirate, social rules, customs and internal regulations.
3. Kobirate gives special care to business ethics of its members, top management, rating specialists, analysts and other employees.
4. Prior to the commencement of a rating process, the employees of Kobirate may not expressly or implicitly undertake to assign a certain rating grade.
5. In case of confirmation that any of Kobirate employees is in breach of laws or ethical rules, the top management will be notified by the confirmer of such breach immediately. The executive, who receives such notice will take action under laws and company procedures. The company management protects the rights of reporters.
6. Rating services will be performed in strict confidentiality during the period the agreement is signed and concluded with the company.

PROTECTING INDEPENDENCY AND AVOIDING POSSIBLE CONFLICT OF INTERESTS

Independence refers to the entirely of the conducts and understandings ensuring that the legal entity of Kobirate, ,its members, Chairman and Directors, Auditors, Executives, Members of Credit Rating Committee, Rating Specialists, Analysts, other full-time staff, part-time staff, outsourcing persons and organizations, perform their professional activities on the basis of accuracy and impartiality.

The Corporation

is required to comply the following in order that the independence, the legal entity of Kobirate are protected and that any possible conflict of interest is avoided.

1. Rated organizations, investors, other capital market participants do not decline to implement the Kobirate decisions even in case of possibility of being subject to any influence in consequence of Kobirate rating decisions.
2. Kobirate may not provide rating service to its legal entity members holding directly or indirectly 10% or more of their capital and to their affiliates, businesses and participations subject to joint management.
3. Kobirate’s rating decisions will be affected only by credit rating factors special to that rating process.
4. Rating grades assigned by Kobirate will not be affected by business relations existing between the company, its participations and any third party.
5. The responsibility of Kobirate is to perform the rating procedures for which it is authorized by the Supervisory Authorities. For this purpose, Kobirate assigns rating grades, announces the rating grade and publishes, conducts studies and surveys in any aspects of rating. Kobirate provides trainings on and organizes seminars on rating-related issues. Kobirate does not be involved in activities that might result in conflict of interest in such services. It does not advertise itself.
6. Kobirate may not trade in capital market instruments (excluding mutual fund  certificates) issued by its customer, controlling members of its customers, its subsidiaries, joint undertakings and establishments subject to management.
7. Kobirate rating fees are established at the stage of execution of agreement with the customer. Rating fees are received according to the terms of the agreement made.

INDEPENDENCE OF KOBIRATE’S SHAREHOLDERS, EXECUTIVES, CREDIT RATING COMMITEE, RATING SPEACIALIST AND EMPLOYEES

Kobirate’s Shareholders, Directors, Auditors, Executives, Credit rating Committee Members, Rating Specialists, Analysts and other employees should observe the following terms and conditions:

1. Salaries and other fringe benefits of the Kobirate’s Rating Specialists and Analysts may not in any way be related to fees received from the firm with which they deal.
2. Kobirate certainly separates the rating fee from the rating process. This approach is expressly stated in the agreement made with the firm. Accordingly, the rating specialists and analysts appointed to the rating process do not participate in discussions with the firm about the fee.
3. The rating experts and analysts are under obligation to declare the conclusion of the rating processes in their reports irrespective of their or other’s direct and indirect interest.
4. Kobirate rating processes and relations are performed unbiased and in adherence to the fairness principles. The relationship of an individual in breach of such principles is severed forthwith.
5. The Kobirate staff specified above does not assume any assignment under any title at any other rating firm during the term they serve with Kobirate and be involved in trading (with the exception of shareholders not holding any posts at Kobirate).
6. All the employees of Kobirate indicated above do not assume any assignment whatsoever at companies for whom they have been involved in rating processes, and subsidiaries, controlling partnership thereof  and business under their joint management unless a period of 2 years elapse after completion of such rating process
7. During the period the rating service is performed, the blood relatives including third degree cognates and second degree affinity relationship and spouses of the foregoing Kobirate personnel do not get involved in any commercial deal with the customer and serve under any title and authority at the customer’s management levels.
8. The foregoing staff of Kobirate may not demand and accept any interest, benefit, gift and fund from the firms for which they serve nor may they take advantage in favour of third parties.
9. The Kobirate personnel are under obligation to inform the Kobirate Management of personal relations resulting in conflict of interest or making the impression that it is likely to result as such.
10. In any case, the Kobirate staff do not expressly or implicitly guarantee and/or undertake that a certain rating grade could be assigned to the company being rated.
11. In order for Kobirate to avoid a possible conflict of interest, the expert who will rate is appointed by the CEO-Deputy CEO. It is not allowed for the customers to pick rating expert and vice versa. In assigning the rating experts, their fields of sector expertise are taken into consideration by the CEO and the Deputy CEO.
12. No personnel of Kobirate indicated above may trade in capital market instruments (except for mutual fund certificates) issued by its customer, controlling (dominating) members of its customers, its subsidiaries, joint undertakings and establishments under joint management.
13. Any acts of Kobirate’s employees in contravention of laws, ethical rules directive and regulations must be reported to the Quality Control Unit and the Management. In case of such possibility, it is mandatory for Kobirate to deal with the matter under the provisions of Internal Audit and Risk Management Systems (Quality Control) Regulations and other legislation and to take all necessary measures. Kobirate is under obligation to notify the Supervisory Authorities procedures mentioned above and measures taken within due legal times.

LIABILTIES TO THE PUBLIC, INVESTORS AND CUSTOMERS

Pursuant to communiqués and regulations issued by the Supervisory Authorities relating to operations and incorporation of rating firms, Kobirate’s liability to the public, investors and customers are set forth below:

Liabilities to the public:

1. In order for the public to have access to adequate information on the rating process being carried out, Kobirate announces the rating methodology, the job processes, the rating grades, the meaning of such grades and the default definitions to public on the Kobirate Website. 
2. In case of important changes in the procedures mentioned, such changes are announced to the public on the same day prior to introduction thereof.
3. The rating grades assigned by Kobirate do in no case constitute a recommendation to the rated customer itself and the capital market instruments representing the indebtedness. This fact is disclosed by Kobirate to the public through the website.
4. Kobirate has drafted and disclosed a directive on the ratings without demand to the public on its website.
5. Kobirate uses any communication means in order that it can comply with the requirements of regulations issued by the Supervisory Authorities.
6. Kobirate will disclose free of discrimination and charge any rating grades other than those assigned in special rating services.
7. Through its official website, Kobirate will disclose to the public the mandatory annual financial statements, the relevant independent auditors’ reports, the details of revenues earned on business which are classified by resources. It will send the same to the Supervisory Authorities within 10 weeks of the balance-sheet date.

     Liabilities to the investors and the customers:

1. Through its own organisational structure and communication means, Kobirate has achieved a system by which the top management is informed of suggestions and demands aiming at eliminating the question, issues, troubles , reservations and complaints of the market participants through its website
2. It will be ensured that the public is informed of the Kobirate Ethical Rules Directive and of application thereof. The new version of such rules incorporating amendments thereto will be shared with the public immediately.
3. In order to correct any possible material errors prior to the disclosure of the final rating grade of the rated person and entity and to provide such party with any information that might affect the rating opinion; Kobirate gives the essentials of the rating process. It is the responsibility of the company to notify Kobirate of its objections to the rating forthwith.
4. Kobirate never allows the ratings not required by the customer to be disclosed.

5-  The rating grades assigned by Kobirate are disclosed to the rated organisation, investors           and public simultaneously.

1. Kobirate will explain the main elements of the decision made and the grade assigned or in the rating report updating the existing grade to its customer.
2. Kobirate will ensure that the rating grades, any relevant  monitoring and updating details are disseminated as follows:

3. In case of a corporation whose capital market instruments are traded on the stock Exchange, such information will be transmitted to the Exchange and to the Supervisory Authorities to be disclosed to public until 09:00 on the business day following the formation of such data at the latest.

4. In case of a corporation whose capital market instruments are not traded on the stock Exchange, such data will be sent to the Supervisory Authorities within the business day following the creation of such data.

5. If the rating processes being carried out with the firm is terminated, it will be notified to the public and the Supervisory Authorities giving the grounds thereof and considering the same rules.

6. Kobirate will send the data required by the Supervisory Authorities to be disclosed within 6 business days such data is created.

OBLIGATION TO COMPLY WITH CONFIDENTIALLY AND TO KEEP SECRETS

Kobirate´s legal entity and staff will interpret the confidential information obtained to perform  the rating procedures and deal with them as follows:

1. They will arrange for the protection of any open and confidential information obtained regarding organisations receiving Kobirate rating service.
2. Confidential information obtained by Kobirate to perform rating service will be used only for that specific purpose.
3. The legal entity and all employees of Kobirate do not use the data and documentation for personal interests.
4. The legal entity and all employees of Kobirate can not share any data and documentation they have obtained in the rating process with any individual and organisation other than the rated company and the Supervisory Authorities .Special provisions related to any individual and organisations charged judicially or under legislation.
5. The responsibility of all employees of Kobirate at every level is to treat confidentially the confidential documentation and information obtained during the rating process such responsibility will ensure after the termination of their employment.
6. Kobirate takes and implements all measures to protect all customer related records and documentation against theft and misuse.

LEGISLATION CONVERGENCE 

1. Irrespective of the job title and job description, all Kobirate employees must comply with the rules, regulations, company principles, internal    dispositions and management rules

2. Kobirate is under obligation to comply with all the Regulations made by the Supervisory Authorities relating to the Rules for Formation and Authorisation of Rating Firms, the Banking Law and other regulations to be made as well the directives and internal regulations established.

MISCELLANEOUS PROVISIONS

1. In respect of professional ethic rules and principles make representations, all Kobirate employees of any level must  fit to the truth on any and all documentation required by the corporate body.

2. Every employer of Kobirate at any level undertakes to comply with the “ Kobirate Ethical Rules Regulations ( Directive)” at the time of commencement of service (Employment – assignment)

3. Kobirate’s Board of Directors is competent enough to apply the ethical principles and to eliminate any doubts.

4. In case of breach by an employee of the Ethical Rules Directive established by the Kobirate management, Kobirate does not hesitate to inflict the penalties of oral reprimand, written reprimand, temporarily dismissal and termination of employment according to the degree of violation.

5. Rating services are not provided to the firms whose financial statements not approved by independent audit firms or are not in compliance with the accounting principles established by the Turkish Accounting Standards Board.

6. Rating operations performed by the rating experts and analysts are not deemed to have been finalized unless they are approved by the Kobirate Credit Committee.

7. Prior to adoption of a decision by the Credit Rating Committee, Kobirate may consult, receive views and suggestions of the Advisory Board formed within itself. Exchange of views may be done in writing or orally.

8. Kobirate may prepare identifying brochures.

9. Kobirate may place advertisement for recruitment.