Code Of Business Ethics And Conduct
CORPORATE POLICY AND CODE OF BUSINESS ETHICS AND CONDUCT
A. CEO Address
I take this opportunity to address all employees and other readers of the foregoing Code of Ethics of Georgian Airways and I would like to assure that prudent practices of the business conduct and business ethics are among the key priorities of our company. Compliance remains a very important issue for all of us at Georgian Airways and I want to assert that the management of our company will upend the values we cherish and the rules we follow in our daily activities. I believe that we hire good people whose integrity and ethics are not questioned. It is obvious that we expect our employees to demonstrate these values in all of their professional interactions.
We all agree that the world around us is complex and sometimes we come across moments in life when decisions are not simple and solutions are not clear. In an increasingly changing business environment, it may be difficult to always know the right thing to do. That’s why I ask each of our employee and all our consultants and agents to review and personally commit to our Corporate Policy on Business Conduct and Ethics, which can serve as a valuable resource and a roadmap for our behavior.
If you are ever in doubt about whether some action will violate Georgian Airways standards or the laws of the countries where we operate, consult our Compliance Officer or talk to one of our counsels. We all should be aware that if we fail to live up to the standards that we have set for ourselves we are at serious risk of damaging our business, our reputation and our credibility. Behaving ethically matters in our relationships with our co-workers. It certainly matters to our passengers and customers.
I am proud to be part of a company with a strong Code of Ethics and Compliance Program. Its implementation remains my personal commitment and I assure that the company management will continue to promote responsible, ethical conduct and our core values of trust, respect, integrity and pursuit of excellence.
General Director, CEO
This Code applies to all directors, officers and employees of the Company as well as agents, representatives and consultants, either employed or otherwise contracted by the Company in all geographical areas of operation (the "employees").
The Code does not replace or reduce any obligations of the employees in accordance with their individual employment contracts and/or applicable laws. The Code cannot address in detail every possible problem or decision, although this Code applies to situations that each employee may encounter during the course of conducting the Company’s business. Employees are expected to use their own judgment and discretion, having regard to these standards, to determine the best course of action for specific situations.
If any employee has questions about any section of this Code, he or she should direct all questions to the Compliance Officer of Georgian Airways.
This document shall be made available to all Company employees, who will be bound by the Code through written acknowledgement that they have received and read and understand it. This Code shall form an integral part of the Corporate Standards and Organizational Management System Manual (CSOMSM). The Code shall be published on the Company website and will also be made available to all Company outsourced agents and consultants.
C. Compliance and Certification
This Code reflects general principles to guide employees in making ethical decisions and cannot and is not intended to address every specific situation. As such, nothing in this Code prohibits or restricts the Company from taking any disciplinary action on any matters pertaining to employee conduct, whether or not they are expressly discussed in this document.
All employees have a responsibility to understand and follow this Code. In addition, all employees are expected to perform their work with honesty and integrity in any areas not specifically addressed by this Code. A breach of this Code may result in disciplinary action including the possible termination from employment with the Company.
For example, disciplinary action will be taken if an employee:
• violate this Code or disregard proper procedures;
• ask others to violate this Code;
• knowingly fail to report a violation or withhold relevant information concerning a violation;
• refuse to cooperate in the investigation of a known or suspected violation;
• take action against an employee who reports a policy violation.
Like all other employees, managers are required to adhere to the terms of this Code. Due to their leadership position with the Company they are also required to set an appropriate example by demonstrating exemplary conduct at all times.
All contracted agents of the Company shall receive this Code upon signature of the contracts and shall acknowledge their consent with the requirements set forth in the Code, by executing the Acknowledgment Form for Agents, attached hereto in Annex 2. Any breach of the requirements of this Code by the outsourced agents shall result in termination of the contract.
Georgian Airways has adopted a Compliance Program (the “Program”) to coordinate, implement and monitor compliance with corporate values and Company policies and procedures. The Program is attached to this Code as Annex 1.
Ongoing training and guidance will be provided to managers and employees in respect to compliance with this Code as well as with Georgian laws and internal regulations of the Company.
The Directorate of Georgian Airways, with the assistance of the Compliance Committee ("Committee"), has the responsibility for monitoring compliance with and the interpretation of this Code. This Code may be amended at any time by the Committee and the amendment shall be approved by the Directorate.
This Code will be communicated or brought to the attention of all employees. All members of management are required to complete the acknowledgment form attached hereto as Annex 2, which is also available on the Company’s website in electronic form.
D. Safety Statement
Safety in all its aspects is Georgian Airways’s first priority. The Company is committed to ensure the safety, health and welfare of its customers and employees at all times and employees are to ensure the same in respect of their co-workers and passengers. All employees should comply with safe work practices, rules and regulations, including but not limited to those formulated in internal manuals, and should take sufficient time to work safely, no matter how urgent their activities.
E. Code of Business Conduct
Georgian Airways employees are the primary actors, who ensure success of our business on a daily basis.
We are focused on customers, on quality and we are committed to providing the best air transportation service available. We expect each and every employee to perform their duties with high standard of conduct in a legal, ethical and moral manner. The Company, its employees and agents are bound by this Code and have the following obligations:
Compliance with Laws and Regulations
• At all times respect and obey all laws relevant to the company’s business, including local and foreign laws and regulations
• Never participate in discrimination or harassment of any kind; especially based on race, color, religion, gender, age, national origin, ethnicity or disability. Discrimination of any kind is inadmissible;
§ Avoid the unauthorized release or disclosure of the Company’s proprietary business information and respect the proprietary information of others;
· Never sacrifice integrity, honesty and fairness for the sake of business,
neither internally or externally;
· Avoid misrepresentation, false statements, misleading advertising, or any
promotion of our work that might lead to misconceptions on the part of
our customers, potential customers, business partners or any other third parties.
· Maintain respect for all competitors, and do not seek unfair advantage
through unethical or questionable means.
· Consciously avoid conflicts of interest
· Avoid the conduct that risks the reputation of the Company. As we conduct
business on a daily basis we act on the Company’s behalf and should always do business in a manner that maintains the current reputation of the
Company, its owners, officers or employees.
· At all times use sound judgment and report any conduct and/or actions
which you feel or suspect do not meet the requirements of this Code.
F. Conduct vis-à-vis co-workers
Georgian Airways considers it impossible to maintain professional relationships and achieve efficiency on the job place without exercising respect for others. Employees are expected at all times to treat their peers, superiors, subordinates, customers and all others doing business with the Company , with respect. Company employees must not engage in behavior, which is abusive, insubordinate or disrespectful.
Equality and Fairness
Georgian Airways will not discriminate its employees on the basis of race, sex, age, national origin, ethnicity, religion or disability. The Company believes that cultural diversity strengthens its workforce and enhances competitive capacity and thus expects employees to treat each other with respect and appreciate their cultural background.
Harassment, based on race, sex, age, national origin, ethnicity, religion, disability, or any other status protected by law is never tolerated by Georgian Airways.
Any type of harassment (sexual, verbal, physical, etc.) of any individual, whether it is a fellow employee, customer, owner or any third party business associate, is unacceptable and will result in immediate termination.
If you are harassed, you are encouraged to complain directly to the alleged harasser and to insist that the behavior is unacceptable, unwelcome, offensive and must stop immediately. You must also report the harassment to your supervisor, the HR department, or the Compliance Officer immediately so that the proper action may be taken on behalf of the management. If you know of the instances of harassment taking place in the workplace, you must also report the misconduct.
Employee privacy is a top priority of the Company. Employee records will only be
used as necessary for business needs and will only be shared as allowed by applicable laws. Personal information including payroll records and medical history records cannot be shared under any circumstances and will be provided only if required in an orderly way by the court of law
The Company is committed to providing a safe and healthy work environment free
from illegal drugs, violence, threats of violence, and the influence of alcohol.
Georgian Airways prohibits illegal use, sale, purchase, transfer, or possession of any controlled substances while on Company premises or while conducting Company business.
G. Conduct involving business and official partners
In order to compete fairly in a very competitive market, the Company will always
comply with relevant domestic and international laws, which prohibit any form of agreement or understanding , formal or informal, verbal, , written, expressed or implied, between or among competitor or others, that unreasonably restricts competition. Georgian Airways therefore requires that employees avoid all conduct that violates such applicable laws.
Georgian Airways is committed to developing trust with all its partners by means of acting open and honest and by living up to commitments and taking responsibility for actions. The company strives to conduct its operations in accordance with the highest standards of internationally accepted principles of good corporate governance and competition.
Conflicts of Interest
A conflict of interest may arise in any situation in which an employee's other business or personal interests impair his or her judgment to act honestly and with integrity or otherwise conflict with the interests of the Company. All such conflicts should be avoided. The Company expects that no employee will knowingly place himself or herself in a position that would have the appearance of being in conflict with the interests of the Company.
If questions arise whether an outside activity or personal interest might constitute a conflict of interest, the employee is required to ask their supervisor or address the Compliance Officer before pursuing the activity or obtaining and /or retaining the interest.
For example, one must advise the Company if one accepts work with a competitor of Georgian Airways or with another airline or tour operator. One must also advise if one owns or has invested in such competitors. If the Company reasonably believes an employee's business, commercial, or financial interests or activities could hamper the employee's ability to perform duties or act in the Company's best interest, the employee may be required to end the interests or activities.
Gifts and Entertainment
In the course of business, it is not unusual for an individual or an organization to give gifts or provide entertainment, such as dinners and tickets to events. It is our policy to deter givers of gifts from seeking or receiving special favors from employees. Accepting any gift or entertainment that is of more than nominal value of 40 GEL can appear to be an attempt to influence the recipient into favoring a particular customer, vendor, consultant, etc. However, it should be invariably acknowledged that giving or receiving a gift in the form of cash may never be accepted. Every employee should be aware that it is considered as a bribe or, equally as a facilitation payment, which is illegal as per Criminal Code of Georgia , and it entails criminal penalties.
Business entertainment should be appropriate for the position the employee occupies within the Company and clearly intended to facilitate business objectives. For example, a person offering cultural tickets must plan to attend the event as well.
As a general rule and whereas it is customary in Georgia, business entertainment and hospitality in the form of meals is appropriate, as long as it is modest, infrequent, and to the extent possible on a reciprocal basis.
H. Conduct involving Public Officials
Due to the ratification by Georgia of the UN Convention Against Corruption and the Council of Europe Criminal Law Convention on Corruption, the policies and procedures of Georgian Airways pursue the recommendations and standards of the international law as well as local laws in its dealings with the public officials. Corrupt practices, including giving or receiving bribes, kickbacks, valuable gifts, committing fraud as well as harassment and abuse in office, are illegal and are regulated by the Criminal Code of Georgia as well as by the Law on Conflict of Interest and Corruption in Public Service. Their violation entails criminal liability, prosecution and indictment.
A public official is anyone in a position of official authority that is conferred by a state, i.e. someone who holds a legislative, administrative, or judicial position of any kind, whether appointed, elected or employed by the state.
The public officials can include:
- government ministers and civil servants;
- state prosecutors, judges and court clerks.
This definition also extends to include officials or agents of public international organizations and will also cover individuals who do not necessarily consider themselves to be public officials.
World bodies, such as the World Bank, United Nations, Red Cross, etc.
Commercial and other state-run bodies, like state corporations or Public Private Partnerships, which are entities wholly or partially owned by governmental entities
Gifts and Entertainment for Public Officials
Generally, gifts, meals, entertainment or other benefits are not appropriate for public officials, and Georgian Airways’ policy is to avoid even the appearance of impropriety. Before extending any invitations, considering gifts or other steps that could be viewed as providing economic benefits to public officials, employees should consult with the Compliance Officer.
The following gifts are fully permitted to be given to the official without the consultation with the Compliance Officer:
· Company‐approved advertising items of nominal value (such as pens, caps,
t-shirts, etc), plaques and certificates of recognition
· Coffee and other non‐alcoholic beverages offered during a business meeting.
In no event should the value of these courtesies exceed 40GEL per person per occasion.
Kickbacks and bribes
The Georgian Law makes the giving, attempting to give, accepting or attempting to accept a kickback illegal.
It defines, and the policy of the Company proceeds from the same definition, a “kickback” as any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind, which is provided, directly or indirectly, to any contractor, contractor employee, subcontractor or subcontractor employee, agent or public official, for the purpose of improperly obtaining or rewarding favorable treatment or facilitation of the process related to the contract or in connection with execution of the duties by the public official.
A “bribe” is a thing of value given with the specific intent to influence an official act.
The intent to influence a public official through a bribe is illegal and contrary to Georgian Airways’ policy. A bribe need not be proven by direct evidence, but may be inferred from the surrounding circumstances. Thus, even if the giver does not believe that he or she is intending to influence the public servant, the inference may be difficult to overcome, depending on the surrounding circumstances. An innocent gift can be mistaken for a bribe in some instances. To avoid possible misinterpretations, before any employee gives a gift to public official, the employee must obtain approval from the Compliance Officer to give, or receive the gift.
Georgian Airways exercises “zero tolerance” attitude towards any incidents of violation of its anti-corruption policy. Any conduct identified as non-compliant is prohibited by employees, agents or consultants acting directly or through a third party, such as sales representative or government relation firm.
Acceptable Political Contributions
· The gift rules to public officials do not affect otherwise lawful political contributions to Presidential or Parliamentary candidates’ designated funds, as follows:Georgian Airways personnel may use personal funds to contribute to a candidate’s campaign fund, insofar as such contributions are otherwise lawful.
· Georgian Airways personnel may contribute to a candidate’s legal expense funding so far as such contributions are otherwise lawful.
· Georgian Airways personnel may contribute to a charity established or controlled by a candidate insofar as such contributions are otherwise lawful.
Restrictions on Political Contributions
The Company, as an entity, may not make any direct or indirect contributions to, or expenditures on behalf of, any (1) candidate for elective office, (2) political party or (3) political committee for any purpose. Further, Company personnel may not use Georgian Airways’ property, facilities or employee time to support a political cause or candidate.
Our Company encourages employees to vote and be active in the political process, but employees must engage in such activities on their own time, using personal, not Company, resources.
I. Conduct involving business resources
Books, records and financial reporting
Integrity of the Company books, records and accounting is critical to maintain our credibility. All records, whether computerized or paper, must accurately reflect transactions and events. This includes the recording of cost, time sheets, pay applications, payroll and benefits records.
No records or information will be manipulated for the purpose of altering or distorting business results, and no deliberate misrepresentation or false or inaccurate statements will be made for any purpose.
Fraudulent or dishonest actions by employees with respect to the Company’s assets are strictly prohibited and entail a criminal penalty. Such actions include, but are not limited to:
• Abuse of travel privileges by an employee.
• Failure to give accurate information required for personnel and/or security reasons.
• Fictitious vendor invoices and/or receipts.
• Fictitious payroll transactions.
• Making oral or written (by whatever means) false statements about the Company, other employees, supervisors, oneself, or work situations.
• Authorizing or receiving payments for goods not received or services not performed.
• Misappropriation of funds, supplies, or any other asset.
• Making or altering documents or computer files with the intent to defraud the Company or its customers.
• Improper handling or reporting of money transactions.
• Improper use or falsification of Company letterhead for non-business related purposes.
All Company employees are responsible for ensuring that this policy is understood and implemented consistently across the company. They are also required to ensure that Company’s books, records and other documents as well as oral statements, are at all times accurate, complete and truthful.
All employees should protect the properties of Georgian Airways and ensure their efficient use. Theft, carelessness and waste have an adverse impact on Georgian Airways’s reputation and profitability.
The Company allocates effort and money to protect its intellectual property. We are sensitive to issues regarding the improper use of Georgian Airways’s intellectual property and avoiding the improper use of intellectual property of others, including but not limited to copyrights, trademarks, trade secrets and patents. The Company adheres and requires her employees to adhere to copyright laws, including the application of those laws to copyrighted work in print, video, music, computer software or other electronic formats. Employees are not allowed to make any unauthorized reproduction of any copyrighted work.
All employees are responsible for the proper use of Company physical resources and property, as well as its proprietary and other confidential information. All employees are also responsible for the protection of the Company's assets, both tangible (such as material, buildings, people, property, information, revenues) and intangible (such as communications networks, information systems, intellectual property). All employees must act reasonably and take appropriate measures to prevent losses arising from willful action by others, both outside and within the Company, which may result in personal injury, property damage, theft, loss, abuse or unauthorized access to physical or logical assets, and intellectual property (including data).
The tangible and intangible property of the Company and third parties must be protected from loss, damage, theft, vandalism, sabotage or unauthorized use, copying, disclosure or disposal. Property must be used exclusively for legitimate business purposes, subject to limited exceptions involving telephones, computers, e-mail accounts and the Internet. Limited personal use of such Company property may be permissible provided that use is reasonable, is not for the purpose of carrying on non-Company business and does not impede or reduce an employee's ability to perform his/her duties, diminish productivity or effectiveness at work or negatively impact the Company in any way.
The Company operates in very competitive markets. Every employee should be aware that in any competitive environment, proprietary information and trade secrets must be safeguarded in the same way that all other important Company assets are protected and held in the strictest confidence, and reasonable prudence and care should be exercised in dealing with such information in order to avoid inadvertent disclosure. This information must not be used in any way other than as required in performing authorized employment duties and which is specified by separate regulations.
Many Company documents and much of its information are proprietary. That means that they contain highly sensitive information crucial to the conduct of the Company's business. Information provided to the Company by a third party may also be proprietary, confidential or secret and must be dealt with according to instructions provided by such third party. All such information must be protected against unauthorized divulgation or misuse.
Examples of proprietary information include, but are not limited to:
• business plans
• personal information such as that found in flight records (i.e. passenger names and records) which is identified as confidential
• information about new technology
• strategic plans
• legal proceedings
• business partner's file and information
• sensitive information on employees
• audit reports
• training material, including manuals
• software programs
Depending on the sort of information, unauthorized divulgence or mishandling can have serious repercussions for the Company. For example, the Company could be placed at a competitive disadvantage; it might be exposed to legal proceedings or its image could be negatively affected.
J. Questions and Reporting
Employees, consultants, and agents are encouraged to contact the Compliance Officer or an immediate supervisor concerning questions about the Code.
Responsibility for compliance with this Program, including the duty to seek guidance when in doubt, rests with each employee, consultant, and agent of the Company. At all times, you may contact the Compliance Officer by calling the Company’s Corporate Office and asking to speak to the Compliance Officer, or send an e-mail message for the attention of the Compliance Officer. Calls will always remain confidential.
Employees, consultants, and agents are required to report any activity believed, in good faith, to be unethical, illegal, or a violation of the Company’s Code of Conduct and Business Ethics. It is better to err on the side of reporting than to let a possible violation go unreported. A knowing failure to report a violation is itself a violation of Company policy. It is Company policy not to retaliate against any employee who makes a good faith report or inquiry.
Possible misconduct can be reported by calling the Company’s Corporate Office and asking to speak to the Compliance Officer, or by sending e-mail message to the Compliance Officer’s email address.
Every supervisor or manger who receives a report of possible misconduct shall promptly contact the Compliance Officer who will immediately initiate a preliminary inquiry into the matter.
Company’s every owner, officer and employee must read this Code of Conduct and adhere to its provisions. Supervisors are responsible for ensuring that this Code is understood and followed by their subordinates.
At all times remember:
· Each individual is personally responsible for his/her own conduct in
complying with all provisions of this Code of Conduct and for
promptly reporting known or suspected violations of this Code of
Conduct to a supervisor or the Compliance Officer.
· Supervisors are responsible and accountable for ensuring that
employees understand and comply with this Code of Conduct.
· No owner, officer, or other employee has the authority or right to
order, request or influence any other individual to violate this Code of
· Any retaliation or threat of retaliation against any person for refusing
to violate this Code of Conduct or for reporting in good faith a
violation or suspected violation of this Code of Conduct is itself a
violation and may be a violation of law.
· Any employee who acts contrary to this Code of Conduct, or who
knowingly gives a false report, may be subject to disciplinary action, up to and including termination of employment
Distribution and Certification
Georgian Airways is distributing this Code to all Company employees.
New employees will receive a copy of the Code in the course of their orientation and will be required to familiarize themselves with it.
Each individual receiving this Code is responsible for reading and understanding all included policies and procedures, and any questions of conflicts or clarifications should be addressed to their supervisors or to the Compliance Officer.
Each employee has to certify their acceptance of the Code by signing one copy of the Acknowledgment Form attached to this Code as Annex 2. This certification shall be returned to the HR Office of the Company to be kept in the personal file of the employee.
Each new employee will be given a copy of the Code and the certification statement. A discussion of the Company’s Compliance Program, including the Code, will be incorporated into the Company’s new employee orientation programs.
All contracted agents of the Company shall receive this Code upon signature of the contracts and shall acknowledge their consent with the requirements set forth in the Code, by executing the Acknowledgment Form for Agents, attached hereto in Annex 2. Any breach of the requirements of this Code by the outsourced agents shall result in termination of the contract.
Corporate Compliance Program
I. Compliance Policy Statement
This document is the Corporate Compliance Plan (“Plan”) of GEORGIAN AIRWAYS, LTD (“GEORGIAN AIRWAYS”), and it establishes the organizational structure that governs the development, implementation and operation of a corporate compliance program by the company. This Plan was developed and implemented in furtherance of and in addition to GEORGIAN AIRWAYS’s CORPORATE POLICY AND CODE OF BUSINESS ETHICS AND CONDUCT (the “Code”). GEORGIAN AIRWAYS has adopted this Plan because of the company’s commitment to promoting an organizational culture that encourages ethical conduct and a commitment to compliance with the law. This Plan is designed to prevent, detect, and correct instances of unethical conduct and conduct that violates applicable laws and regulations. This Plan is for internal use by GEORGIAN AIRWAYS only, and is not intended to create any rights or obligations for any person or entity beyond those specifically referred to herein.
GEORGIAN AIRWAYS recognizes that the success of this Plan is largely dependent upon its officers and management taking responsibility for the integration of this Plan into all operational and functional areas of the business, and oversight of compliance.
This Plan’s success further depends upon a clear reporting structure whereby the individuals delegated with the day-to-day operational responsibility for implementing the Plan report periodically to GEORGIAN AIRWAYS management regarding the Plan’s effectiveness. To carry out such operational responsibility, the designated personnel shall be given adequate resources, appropriate authority, and direct access to GEORGIAN AIRWAYS’s management.
Further, GEORGIAN AIRWAYS shall take reasonable steps to communicate periodically and in a practical manner the Plan’s aspirations and methodology to its management and employees by conducting effective training programs and otherwise disseminating information appropriate to such individuals’ respective roles and responsibilities.
GEORGIAN AIRWAYS, through its senior management, will review this Plan on a regular basis for its efficacy and relevance to the task of ensuring GEORGIAN AIRWAYS’s continued compliance with all applicable laws.
GEORGIAN AIRWAYS fully expects that all of its officers and employees will adhere to the standards set forth in this Plan and that any deficiencies in the design or implementation of this Plan will promptly be reported to GEORGIAN AIRWAYS’s officers, Compliance Officer or Compliance Committee.
II. Plan Management
In order to effectively develop, implement and monitor the Plan, a dedicated Compliance Committee and Compliance Officer is appointed within the structure of GEORGIAN AIRWAYS. The specific duties and responsibilities of Compliance Committee and Compliance Officer are described below.
A. Compliance Committee
The Compliance Committee shall be comprised of the Compliance Officer, Head of the HR Department and Production Manager.
The Compliance Committee shall meet no less frequently than quarterly. The Compliance Officer shall also serve as the Chairman of the Compliance Committee and shall be responsible for scheduling these meetings, and providing an agenda prior to each meeting. Mr.------------------------------------, Head of the Legal Department of the Company, has been appointed to serve as Compliance Officer. Any member of the Committee may submit items to be included on the agenda.
The Committee may request any officer or other employee of the company to attend these meetings for the purpose of discussing compliance related matters. The Compliance Committee will record the minutes of its meetings and the Compliance Officer shall retain the minutes in a manner consistent with the company’s document retention procedures.
The Compliance Committee shall be responsible for developing, implementing, overseeing and monitoring the corporate compliance program. The Compliance Committee’s responsibilities shall include, but not be limited to, the following:
• Assisting the various departments in carrying out their responsibilities identified in Section III of this Plan below, coordinating the efforts of those departments with respect to instruction and training to the extent possible, and seeking to ensure that the Plan is implemented by the departments in a uniform and consistent manner;
• Ensuring that managers and employees are trained on an annual basis with respect to the Code and those standards and procedures that are applicable and that personnel acknowledge in writing or via electronic means on an annual basis their agreement to abide by the Code;
• Ensuring that newly hired personnel receive initial training with respect to the Code and other standards and procedures as part of the orientation process;
• Developing, implementing and reviewing standards and procedures that are designed to prevent, detect and correct unethical and unlawful conduct;
• Periodically assessing the effectiveness of the standards and procedures designed to prevent, detect and correct unethical or unlawful conduct, and recommending modifications to those standards and procedures as deemed necessary by the Compliance Committee;
• Ensuring that changes in and/or new interpretations of applicable laws are disseminated to the appropriate personnel within each department, and assisting the departments in timely implementing any necessary corrections in standards and procedures;
• Making recommendations to executive management of the company in the event of noncompliance by employees; and
• Periodically reviewing and proposing changes to the Code or this Plan as deemed advisable by the Committee.
B. Compliance Officer
The Compliance Officer shall be designated by the General Director of the company and shall have primary responsibility for developing, implementing, overseeing and monitoring the corporate compliance program, although the Compliance Officer may delegate compliance activities to subordinates. The Compliance Officer shall report in writing on a periodic basis, but no less than quarterly, to the General Director on the activities and effectiveness of the Compliance Committee.
The Compliance Officer shall meet with managers of the various departments within the company from time to time and collect from them comments and proposals on procedures specific to each such department for preventing, detecting and correcting unethical or unlawful conduct, for presentation to the Compliance Committee for periodic review. To the extent that a department lacks relevant and necessary standards and procedures for preventing, detecting and correcting unethical or unlawful conduct, the Compliance Officer will work with the particular department and the Compliance Committee to create them. The Compliance Officer may also form task forces from time to time, consisting of members from one or more departments selected by the Compliance Officer in consultation with the pertinent head of each department.
The Compliance Officer shall establish a complaint log in which shall be recorded all reports or allegations of noncompliance. For each report or allegation received and recorded in the log, the Compliance Officer or his designee, shall investigate the matter promptly in accordance with Section VII of this Plan below.
III. Departmental Responsibility
The head of each department within a subsidiary, with the assistance of the Compliance Committee for such subsidiary, shall be responsible for implementing this Plan within their respective departments. These responsibilities will include, but not be limited to, the following:
• Cooperating with the Compliance Committee in carrying out its responsibilities identified in Section II of this Plan above;
• Developing and implementing standards and procedures that are designed to prevent, detect and correct unethical or unlawful conduct with respect to the particular business functions and activities being conducted within the department, including internal controls that are reasonably capable of reducing the likelihood of misconduct;
• Developing testing procedures and performance standards to determine whether the performance of personnel within the department fully complies with applicable standards and procedures. Such testing procedures shall be designed to examine those practices within the department that pose risks of unethical or unlawful conduct;
• Periodically assessing the effectiveness of the standards and procedures designed to prevent, detect and correct unethical or unlawful conduct within the department and modifying those procedures as necessary based on the results of such assessments. The department shall report the results of the testing procedures to the Compliance Committee with recommended performance standards; and
• Ensuring that necessary corrections in standards and procedures within the department due to changes in and/or new interpretations of applicable laws are timely implemented.
IV. Personnel Policies
GEORGIAN AIRWAYS will not knowingly employ individuals in positions of substantial authority or otherwise delegate substantial authority to individuals with a history of engaging in illegal activities or unethical conduct. In this regard, potential management personnel will be screened and selected based, in part, upon their demonstrated compliance with the ethical and regulatory requirements in the performance of their duties in previously held positions. Noncompliance with the Code and other standards and procedures will be considered by GEORGIAN AIRWAYS in individual performance evaluations, continued employment, and disciplinary actions.
Intentional disregard for standards and procedures, or engaging in unethical or unlawful conduct related to the employee’s job function, will be grounds for dismissal.
Any supervisory or managerial employee who knew or should have known of a subordinate’s unethical or unlawful conduct and who fails to take appropriate action in response thereto may be disciplined, up to and including termination, in accordance with applicable personnel policies.
GEORGIAN AIRWAYS encourages the reporting of actual or suspected noncompliance with the Code or other policies and unethical or unlawful conduct. GEORGIAN AIRWAYS will not in any way retaliate against any employee, who in good faith reports any actual or suspected violations of the Code or other GEORGIAN AIRWAYS policies and unethical or unlawful conduct. GEORGIAN AIRWAYS maintains a zero tolerance policy regarding retribution or retaliation towards any person for reporting in good faith a violation or suspected violation of the Code or other GEORGIAN AIRWAYS policies or the unethical or unlawful conduct of employees or any person doing business with GEORGIAN AIRWAYS.
It is a standing policy of the Company to extend protection to reporters of non-compliance from sacking, and/or any form of victimization or retaliation from co-workers or by the management as a result of disclosure and making public any violation or misconduct. Any incident of bullying, harassment, demotion or denial of promotion or training opportunities in respect to the individuals who disclosed the violation of the Code, shall be thoroughly investigated.
Employees are encouraged to utilize a reporting system that provides employees and others with the ability to anonymously report perceived violations of the Code or other GEORGIAN AIRWAYS policies and unethical or unlawful conduct with the assurance of freedom from retaliation from superiors. This system will be available to employees at all levels throughout GEORGIAN AIRWAYS to report such concerns.
GEORGIAN AIRWAYS’s discovery of a material violation of applicable laws shall be reported promptly to the appropriate enforcement authorities.
The Compliance Officer shall oversee the periodic testing of conformity to the standards and procedures for preventing, detecting and correcting unethical or unlawful conduct to determine whether the performance of personnel fully complies therewith.
Such testing procedures shall be designed to examine those practices that pose risks of noncompliance. The Compliance Officer shall report the results of the testing procedures to the Compliance Committee, not less than quarterly, along with any recommended changes in standards and procedures. Such testing procedures shall include regular employee surveys to measure their compliance culture and strength of internal controls, identify best practices, and detect new risk areas. Compliance Committee shall periodically test internal controls with targeted audits to make certain that controls on paper are working in practice.
Due diligence procedure is the key tool of compliance, which is mandated throughout the company in dealing with business partners, agents, intermediaries, suppliers and service providers. At all times Due Diligence Questionnaire should be filled in by contracted third parties as an initial portion of the procedures.
VII. Reporting Non-Compliance.
Each GEORGIAN AIRWAYS employee is expected, as a condition of employment, to comply with the Code and those standards and procedures that pertain to that employee. Each GEORGIAN AIRWAYS employee is also expected to report any violation of the Code or other standards and procedures to management or the Compliance Officer. Managers and supervisors are to be particularly vigilant as to compliance with the Code and other standards and procedures and may be sanctioned for failure(s) to detect and report violations. Reports of violations of the Code or other standards and procedures may be made by anyone at GEORGIAN AIRWAYS and may, at the option of the reporting party identify the reporting party, or may be made anonymously. Reports shall be made either to management, the Compliance Officer, or anonymously through GEORGIAN AIRWAYS’s hotline via telephone (+995322 485553) or by e-mail (“email@example.com). Reports may be made orally or in writing, and all reports shall be documented upon receipt by management personnel or the Compliance Officer. Written reports of alleged violations (made by name or anonymously) shall be sent to management or to the Compliance Officer at the discretion of the reporter. Reports of violations received by managers shall be forwarded immediately to the Compliance Officer.
All reports of alleged noncompliance with the Code that are received by the Compliance Officer shall be investigated promptly by the Compliance Officer, or his or her designee.
A log of such reports shall be kept by the Compliance Officer and a report shall be prepared on each complaint logged therein detailing the nature of the allegation(s), the steps taken to investigate the validity of the allegation, the results or conclusions of such investigation, and any corrective and/or disciplinary action taken by GEORGIAN AIRWAYS against employees found to have been violating the Code.
The Compliance Officer shall submit a summary log of these reports to the Compliance Committee on a periodic basis, but not less than quarterly.
I,____________________ ,confirm that I have read the “Corporate Policy and Guidelines on Business Conduct” (the “Code”) of Georgian Airways and I will follow the terms, policies and guidelines contained and referenced in the Code. Furthermore, I undertake to promote the guidelines and principles of the Code and take all reasonable measures to ensure that all the employees under my supervision fully comply with the Code, to the extent policies or guidelines relating to the same matter have not been separately adopted by the department for which I work.
Employee’s printed name and position_________________________________________
Agent Acknowledgment Form
I,____________________ ,confirm that I have read the “Corporate Policy and Guidelines on Business Conduct” (the “Code”) of Georgian Airways and by virtue of the services contract, signed between ______________________ and Georgian Airways, in my activities on behalf of the Georgian Airways, I will abide by the terms, policies and guidelines contained and referenced in the Code. I undertake to promote the guidelines and principles of the Code and take all reasonable measures to ensure that all the employees under my supervision in their actions on behalf of the Georgian Airways in respect to third parties, comply with the Code, to the extent policies or guidelines relating to the same matter have not been separately adopted by the __________________________________.
Agent’s printed name and position_________________________________________