Code Of Business Ethics And Conduct
This Code applies to all directors, officers, agents and employees of the Company, including the representatives stationed 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.
B. 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:
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.
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 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 Directorate or the Committee.
This Code will be communicated or brought to the attention of all employees and agents. All members of management and employees are required to complete the acknowledgment form attached hereto as Annex 2, which is also available on the Company’s website in electronic form.
C. 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.
D. 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
E. 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.
F. 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 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.
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.
G. Conduct involving Public Officials
Due to the ratification by Georgia of the UN Convention Against 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. Georgian Airways has direct contracting and subcontracting relations with the Government of Georgia and the Company is subject to Government regulations which may give rise to inadequate expectations of gain received by the Company due to favorable treatment from the regulators.
Gifts and Entertainment for Government Officials
Generally, gifts, meals, entertainment or other benefits are not appropriate for government 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 government 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:
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 Government official, the employee must obtain approval from the Compliance Officer to give the gift.
Georgian Airways exercises “zero tolerance” attitude towards any incidents of violation of its anti-corruption policy.
H. 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. Such actions include, but are not limited to:
All Company employees are responsible for ensuring that this policy is understood and implemented consistently across the company. They are also expected to ensure that any information provided to outside parties is accurate 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 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:
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.
I. 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:
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.