Airzena
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 will be 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. 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 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 chosen 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 with the assistance of the Compliance Committee 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.


V. Non-Retaliation

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.

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.

 

VI. Monitoring

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.

 

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: compliance@georgian-airways.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.

  

Acknowledgment Form

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.

 

Signed on___________________________________________________________________

 

Employee’s printed name and position_________________________________________

 

____________________________________________________________________________


Signature_________________________________________________

 

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