A. CEO and Management Statement
We, CEO and the members of management of Georgian Airways take this opportunity to address all employees, senior management, consultants, representatives, agents of the Company and other readers of the foregoing Corporate Policy and Code of Business Ethics and Conduct (“Code”) 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. The success of our business is dependent on the trust and confidence we earn from our management, employees, agents, representatives, consultants and customers. We gain credibility by adhering to our commitments displaying honesty and integrity and reaching Company goals solely through honorable conduct. It is easy to say what we must do, but the proof is in our actions. Ultimately, we will be judged on what we do. Corporate compliance is not an abstract concept, but a code of behavior that applies to everyone. Only by strictly adhering to these standards can we avoid significant legal and economic risks to our Company and thus to us all.
Compliance remains a very important issue for all of us at Georgian Airways – because corporate compliance means acting with integrity and observing the legal and ethical framework at all times - and we want to assert that the management of our Company will upend the values we cherish and the rules we follow in our daily activities. We 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 we ask each of our employee and all our consultants, representatives 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.
We are proud to be part of a Company with a strong Code of Ethics and Compliance Program. Its implementation remains our personal commitment and we 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, other members of management team, officers, agents, consultants, representatives and employees of Georgian Airways (“Company”), including the representatives stationed both, on the territory of Georgia or elsewhere (collectively referred to as 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 and/or the other policies, manuals, regulations, codes or other documents applicable to the Employees, including but not limited to the Corporate Manual. 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. The persons covered by this document are required to familiarize themselves with and observe the regulations contained herein.
The Company shall through the Compliance Officer ensure that the agents, representatives and consultants of the Company are acknowledged with this document and that the respective provisions are reflected in the contracts made between the Company and such persons, including employment contracts, agency contracts, service contracts, consultancy contracts etc and/or by making reference hereto.
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, representatives and consultants 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, representatives and consultants 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 Company will ensure that its Employees, consultants, representatives, agents and the members of senior management (including the directors, deputy directors, managers) are trained on permanent basis with regards to the applicable rules and regulations to promote full understanding and compliance of the relevant stakeholders. To the extent possible, agents, consultants and representatives shall be contractually obliged to familiarize themselves and to adhere to the rules of the Code and the Program. Trainings shall be conducted in online form either at the beginning of cooperation or in course of cooperation, as appropriate on case-by-case basis.
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.
The Compliance Committee shall be comprised of the Compliance Officer, Head of the HR Department and Head of International Relations.
According to the Charter of the Company, Directorate comprises of General Director and of Deputy General Director(s).
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 Company’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.
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 directors, and other members of management team, officers, agents, consultants, representatives and employees of the Company are bound by this Code and have the following obligations:
Compliance with Laws and Regulations
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 within and together 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, color, religion, gender, age, national origin, ethnicity 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 background.
Harassment based on race, color, religion, gender, age, national origin, ethnicity or disability or on 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. The Company commits to comply with the personal data protection laws of Georgia. It is acknowledges that data is any information related to an identified or identifiable natural person. A person shall be identifiable when he/she may be identified directly or indirectly, in particular by an identification number or by any physical, physiological, psychological, economic, cultural or social features specific to this person (“Data”); while Data processing is any operation performed upon to the data by automated, semi-automatic or non-automatic means, in particular, collection, recording, photographing, audio recording, video recording, organization (arranging), storage, alteration, restoration, request for access to, use or disclosure by way of data transmission/transfer, dissemination or otherwise making them available, grouping or combination, locking, deletion or destruction of Data.
The Company commits to process the Data only in case if:
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.
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
We must avoid conflict of interest. In particular, any relationship or activity that might impair, or even appears to impair, our ability to make objective and fair decisions when performing our duties.
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
It is a corporate policy of the Company that any and all rules and laws concerning the prohibition of bribery and corruption shall be complied with by any of the Employees and members of management team of the Company at the highest extent possible. Each of the Employees and members of management team has a responsibility to ensure that the Company will not get involved in corruption.
Neither employee nor any other person representing the Company, such as agents, representatives, consultants or other may on any occasion, neither directly or indirectly, offer anything of value to any person that directly or indirectly represents a client, a supplier or any other commercial or non-commercial entity/person in order to get an advantage or as a reward for a favor.
It is duly acknowledged that commercial bribery is punishable under Criminal Code of Georgia which defines it as an illegal promise, offer or transfer of money, securities or other property or property service, directly or indirectly, illegally rendered to a person exercising management, representative or other special authority in an enterprise, or any other organization, leading to such person breaching his/her official duties, performing any action or refraining from taking an action in favor of the interests of the briber or the other person.
“Things of value” and “advantage’ cover all kinds of presents, gifts, loans, fee commission, compensation, acknowledgement, job, position, contract, service, favor etc.
As a rule, no gifts, entertainment or services with the price exceeding GEL 40 shall be offered or accepted by an employee, member of management team, consultant, agent or representative of the Company.
It shall always be taken into account that:
When accepting gifts, the general rules are:
Breach of the rules envisaged herein shall cause both, disciplinary (including termination) and criminal liability of the wrongdoer.
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 Servants/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 servants/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 and the Law on Public Service. Their violation entails criminal liability, prosecution and indictment.
Inter alia, employees of the following State bodies are considered as public servants: Parliament (except for the factions, temporary investigation commissions, and ad-hoc/temporary commissions); the Administration of the President of Georgia; Administration of the Government of Georgia, State Security Service, apparatus of State Minister, Ministries of Georgia and State Sub-Agencies; Council of Justice; Constitutional Court; Courts and the Chief Prosecutors office; National Bank; State Audit Service; the Staff of the Public Defender's Office; Governors and their Administrations, apparatus of personal data protection and etc.
Inter alia, the following persons are considered as public officials: Officials, elected or appointed to their positions pursuant to the Constitutions of Georgia, Abkhazia or Adjara Autonomous Republics; Judges; Public prosecutors; Staff of the Enforcement Police of the National Bureau of the Enforcement under the Ministry of Justice; Staff of the Ministry of Internal Affairs; Certain staff of the Ministry of Finances; Staff of the Intelligence Service; Certain staff of the Ministry of Corrections and Legal Assistance; Staff of Special Service of State Security; Military servants; Diplomatic staff; Staff of the Financial Monitoring Service of Georgia; Staff engaged in the penitentiary system; Certain staff of the Ministry of Defense.
The rules applicable to public servants/officials also extend to 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
It is a corporate policy of the Company that any and all rules and laws concerning the prohibition of bribery and corruption shall be complied with by any of the Employees and members of management team of the Company at the highest extent possible. Each of the Employees and members of management team has a responsibility to ensure that the Company will not get involved in corruption in relation to public servants/officials and/or state-owned entities.
Neither employee nor any other person representing the Company, such as agents, representatives, consultants or other may on any occasion, neither directly or indirectly, offer anything of value to any person that directly or indirectly represents any of the bodies of government, including legislative, executive or judicial branch of the government as well as administrative of President of Georgia and/or any private legal entity or legal entity of public law established and/or owned by the state in order to get an advantage or as a reward for a favor.
It is duly acknowledged that bribing (giving a bribe) is punishable under Criminal Code of Georgia which defined it as a promise, offer or grant of an amount of money, securities, other kind of property, material gain or any other kind of illegal preferences, directly or indirectly to a public servant/official or an equivalent person which benefits the public official or an equivalent person or another person, in order for the public official or the equivalent person while performing its official duties to take action or to refrain from taking an action which benefits the person giving bribe or another person or to use its official authority for the same purposes; and also – to perform protection (patronage) through his official authority.
Moreover, criminal liability is applicable to the person accepting a bribe OR accepting an illegal gift. Thus, a public servant/official shall be subjected to criminal liability even if there is no clear corruption intent however if the price of gifts/entertainment exceeds the permitted limits. According to the applicable Georgian law, the price of gift/entertainment shall not exceed GEL 500. Therefore, it is prohibited to give a gift exceeding the mentioned limit.
It shall always be taken into account that:
When accepting gifts, the general rules are:
Breach of the rules envisaged herein shall cause both, disciplinary (including termination) and criminal liability of the wrongdoer.
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 a public servant/official without the consultation with the Compliance Officer:
All the Employees are requested to disclose family or business ties with any of public servants/officials, public duties of which might be related to the business field of the Company.
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 servant/official, for the purpose of improperly obtaining or rewarding favorable treatment or facilitation (simplifying as compared to the general rules) of the process related to the contract or in connection with execution of the duties by the public official.
The intent to influence the decision or action of a public servant/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 servant/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, representatives or consultants acting directly or through a third party, such as sales representative or government relation firm.
Acceptable Political Contributions
Restrictions on Political Contributions
The Company, as an entity, shall 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 in electronic form or in hard copies must accurately reflect transactions and events. This includes the recording of cost, time sheets, pay applications, payroll and benefit/allowance records. For the purpose above, all Employees of the Company are required to ensure that the Company’s books, records and other documents, as well as all oral statements, are at all time accurate, complete and truthful. The improper use or recording of our assets could adversely impact our business strategies and decisions, and in some circumstances is illegal.
We must all:
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. It is acknowledged that it is a violation of this Code and our Company policies to intentionally omit hide or disguise the nature of any transaction or liability in the Company’s books and records. Falsification of business documents, whether or not is results in personal or commercial gain, is never permitted. Cash or other assets may never be maintained for any purpose in any unrecorded or “off-the-books” accounts. Employees are never permitted to misclassify the account or accounting period of any transaction, or misrepresent the nature of a transaction.
Fraudulent or dishonest actions by Employees with respect to the Company’s assets are strictly prohibited and alongside with disciplinary sanctions (including termination), also may entail civil law liability (damages) and a criminal penalty. 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.
All Employees should protect the properties of Georgian Airways and ensure their efficient use. Theft, carelessness and waste have an adverse impact on Company’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 Company’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, shared, disclosed or otherwise possess in any way other than as required in performing authorized employment duties and which is specified by separate regulations.
For the purpose of this Code, confidential information means any information related to the business or other affairs of Company or its affiliates that: (1) becomes known to or is conceived, compiled, developed, or discovered by the Employee, whether solely or jointly with others, during the term of this Agreement or (2) is or has been received or otherwise becomes known to the Employee in connection with Company. Without limiting the generality of the foregoing, confidential information includes information, both written and oral, technical data, products, services, finances, business Programs, marketing plans, legal affairs, suppliers, clients, potential clients, prospects, opportunities, agreements or assets of Company or its affiliates. Confidential information also includes any information that has been made available to Company by its clients or other third parties and which Company is obligated to keep confidential. Confidential Information does not include information that is in the public domain prior to the date of commencement of relations with the Company or comes into the public domain after such date through no fault of the Employees, or is received by the Employees without an obligation of confidentiality from an unrelated third party that is not under an obligation of confidentiality to Company and that has a legal right to disclose such information.
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, including representatives, consultants and agents are encouraged to contact the Compliance Officer or an immediate supervisor concerning questions about the Code.
Responsibility for compliance with this Code, including the duty to seek guidance when in doubt, rests with each of the Employees, including consultants, representatives and agents 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.
It is every Employees’ obligation to report suspected or actual violations of the laws, regulations, this Code and other internal policies of the Company. If any of the Employees have reason to believe that questionable or illicit conduct exists, the employee should immediately report the suspected wrongdoing to his/her direct manager and/or the Compliance Officer.
Calls and e-mails addressed to the Compliance Officer concerning the questions and reports on compliance matters will always remain confidential.
Employees, including consultants, representatives and agents of the Company are required to report any activity believed, in good faith, to be unethical, illegal or a violation of this Code. It is better to err on the side of the reporting than to let a possible violation go unreported. A knowing failure to report a violation is itself a violation of the Company policy.
If a report is made to any of the managers of Company, he/she shall be obliged to bring the matter before the Compliance Officer who, if necessary, may further report the information to the General Director. The mentioned persons will promptly consider the information received by them. Each person will take appropriate action, including investigation if necessary. Such investigation shall be carried out by the Compliance Committee within the reasonable terms, in accordance with the complexity of the case. The Company and the respective persons will, to the extent possible, keep confidential both the information and concerns reported and its discussions and actions in response to these reports and concerns. In the course of investigation however the Company may find it necessary to share information with others on a “need to know” basis.
The Company will not permit any form of intimidation, discrimination, retaliation or harassment by any of the Employees against another employee because of any lawful act done by that employee to:
Any such action is on its end a violation and should be reported immediately. Persons who discriminate, retaliate or harass may be subjected to disciplinary action, up to and including termination of employment.
At all times it shall be remembered that:
Distribution and Certification
Georgian Airways is distributing this Code to all Company Employees.
New Employees (including new representatives, new agents, new consultants) 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.
Employee can be awarded for excellent performance of duties, conscientious work and accomplishment of the duty of particular difficulty or significance.
Employee can also be awarded for strictly abiding the Code and the Program, including the participation in detection and reporting of illegal conduct, actions taken for preventing illegal conduct, provision of ideas for improvement of corporate compliance, successful participation in training sessions etc.
The Company exercises the following types of incentives:
Proposal for employee reward may be presented by the immediate manager of the employee or by any member of the Committee in written. The order on rewarding the employee is issued by General Director. An employee may be awarded several types of incentives. An order on employee reward is included in personal files of an employee. The award cannot be granted to a person subjected to disciplinary punishment in case of disciplinary offense.
Corporate Compliance Program
I. Compliance Policy Statement
This document is the Corporate Compliance Program (“Program”) of GEORGIAN AIRWAYS, LTD (“GEORGIAN AIRWAYS”, “Company”), and it establishes the organizational structure that governs the development, implementation and operation of a corporate compliance Program by the Company. This Program 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 Program because of the Company’s commitment to promoting an organizational culture that encourages ethical conduct and a commitment to compliance with the law. This Program is designed to prevent, detect, and correct instances of unethical conduct and conduct that violates applicable laws and regulations (including but not limited to the Code). This Program 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 Program is largely dependent upon its officers and management taking responsibility for the integration of this Program into all operational and functional areas of the business, and oversight of compliance.
This Program’s success further depends upon a clear reporting structure whereby the individuals delegated with the day-to-day operational responsibility for implementing the Program report periodically to GEORGIAN AIRWAYS management regarding the Program’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 Program’s aspirations and methodology to its management and Employees, consultants, representatives and agents 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 Program 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 Program and that any deficiencies in the design or implementation of this Program will promptly be reported to GEORGIAN AIRWAYS’s officers, Compliance Officer or Compliance Committee.
II. Program Management
In order to effectively develop, implement and monitor the Program, 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 Head of International Relations. Compliance Committee, represented by Compliance Officer shall be accountable to the General Director of the Company.
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. Kushani Mikeladze, Head of Quality 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, amending, implementing, overseeing, monitoring and ultimate enforcement of the Program.
The Compliance Committee’s responsibilities shall include, but not be limited to, the following:
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 Program below.
Having the said, the responsibilities of Compliance Officer include:
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 Program within their respective departments. These responsibilities will include, but not be limited to, the following:
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.
This section aims at further strengthening the protection envisaged in section J of the Code (Questions and Reporting ) with regards to the persons reporting on violations or suspected violations of the Code, this Program and/or any other rules and regulations applicable.
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 both, verbally and in written (both, electronically and by submitting hard copy).
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.
The Company and its Compliance Committee shall at least quarterly assess the risks of improper conduct and take appropriate steps to design, implement or modify each elements of the Program to reduce the risk of improper or unethical behavior. This assessment shall entail evaluating factors such as audit/due diligence results, recent litigation or settlements (if any), compliance complaints, employee claims, industry enforcement trend and the existence and sufficiency of policies covering an area.
The results of a risk assessment may be mapped on a “matrix” to show the level of risk for each area examined, the likelihood of a violation and the likely damage to the Company and the persons related to the Company (including customers) from the violations. These “risk matrices” shall be used to help prioritize program activities for the coming periods.
It shall further be inspected and assessed whether there are propert representations and warranties made by the parties being in contractual relationship with the Company (employees, consultants, agents, representatives) regarding the observations of the rules contained in the COE and the Program. In case if there are detected important risks as a result of such monitoring, the Company will take appropriate measures, including possible termination of respective contractual relations for the purpose of prevention and risk mitigation.
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 (“firstname.lastname@example.org). Reports may be made orally or in writing, and all reports shall be documented upon receipt by management personnel or the Compliance Officer. The recipient of the telephone or email communication shall take immediate measures and shall ensure confidentiality of the information received. In particularwritten 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. The investigation measures shall commence no later than within 2 business days upon receiving the respective information.
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.
VIII. Disciplinary policy
The purpose of the disciplinary procedures is to:
The purpose of this procedure is to help ensure standards of conduct at work are met and to provide a process for managers and employees in situations that may require disciplinary action. It also aims to ensure that employees are treated in a fair, reasonable and consistent manner.
This procedure will be invoked to address failure to comply with the required standards of conduct or behavior, or failure to achieve the required standard of work due to an employee's negligence, willful misbehavior or willful disregard for company rules or other procedures. The following procedure shall be used to enforce the disciplinary actions for failure to achieve the required standards of work due to Employee’s indifference or willful disregard of the rules and procedures of COE and the Program.
Course of actions
If the Committee considers it necessary to appoint verbal hearing over the disciplinary case, the Employee shall be given at least 2 days written notice of the forthcoming hearing stating the complaint made against him/her.
An Employee has right to:
Depending on the severity of disciplinary violation, the Committee should identify the level of disciplinary action as described above. In order for the decision to be just and fair, during the decision-making process, Committee should consider all relevant factors such as, employment record, performance indicators, etc. which might affect the decision, upon the sole discretion of the Committee.
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_________________________________________