KALESERAMİK ÇANAKKALE KALEBODUR SERAMİK SANAYİ A.Ş.KLSER |
1.1. Facilitating the Exercise of Shareholders Rights
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The number of investor meetings (conference, seminar/etc.) organised by the company during the year
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Meetings were held with potential institutional investors before the IPO.
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1.2. Right to Obtain and Examine Information
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The number of special audit request(s)
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No special auditor request was made.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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No request for a special auditor was made at the general assembly
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1.3. General Assembly
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Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
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Since our company's shares were offered to the public and started to trade on the stock exchange in 2023, the necessary compliance must be ensured as of the date of the first general assembly after the public offering
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Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
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Since our company's shares were offered to the public and started to trade on the stock exchange in 2023, the necessary compliance must be ensured as of the date of the first general assembly after the public offering
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The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9
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There is no transaction of this nature.
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The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)
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There is no transaction of this nature.
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The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)
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There is no transaction of this nature.
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The name of the section on the corporate website that demonstrates the donation policy of the company
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Investor Relations / Policies / Donation and Aid Policy https://www.kale.com.tr/bagis-ve-yardim-politikasi
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The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved
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https://www.kap.org.tr/tr/Bildirim/1172846
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The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
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Article 11
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Our Board of Directors members, shareholders, Independent Audit Company Responsible Auditor and Company employees attended the 2022 Ordinary General Assembly meeting dated April 14, 2023, which was held before the public offering.
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1.4. Voting Rights
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Whether the shares of the company have differential voting rights
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Hayır (No)
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In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
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-
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The percentage of ownership of the largest shareholder
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%61,23
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1.5. Minority Rights
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Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association
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Hayır (No)
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If yes, specify the relevant provision of the articles of association.
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-
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1.6. Dividend Right
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The name of the section on the corporate website that describes the dividend distribution policy
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Investor Relations / Policies / Profit Distribution Policy https://www.kale.com.tr/kar-dagitim-politikasi
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Minutes of the relevant agenda item in case the board of directors proposed to the general assembly not to distribute dividends, the reason for such proposal and information as to use of the dividend.
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It is included in the minutes of the last General Assembly before the public offering. https://www.kale.com.tr/genel-kurul
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PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
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-
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General Meeting Date | The number of information requests received by the company regarding the clarification of the agenda of the General Shareholders' Meeting | Shareholder participation rate to the General Shareholders' Meeting | Percentage of shares directly present at the GSM | Percentage of shares represented by proxy | Specify the name of the page of the corporate website that contains the General Shareholders' Meeting minutes, and also indicates for each resolution the voting levels for or against | Specify the name of the page of the corporate website that contains all questions asked in the general assembly meeting and all responses to them | The number of the relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactions | The number of declarations by insiders received by the board of directors | The link to the related PDP general shareholder meeting notification |
14/04/2023 | 0 | %99,6 | %1,98 | %97,6 | https://www.kale.com.tr/genel-kurul | https://www.kale.com.tr/genel-kurul | - | 0 | - |
2.1. Corporate Website
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Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
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www.kale.com.tr/yatirimci-iliskileri
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If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.
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https://www.kale.com.tr/ortaklik-yapisi
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List of languages for which the website is available
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Turkish and English (Works on preparing the Investor Relations section in English are continuing.)
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2.2. Annual Report
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The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
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a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members
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Board Committees and Board Evaluation, Declarations of Independence of Independent Board Member Candidates
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b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure
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Board Committees and Board Evaluation
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c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings
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Board Committees and Board Evaluation
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ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation
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Corporate Governance / Other Disclosures
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d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof
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Corporate Governance / Other Disclosures
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e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest
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There is no such situation.
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f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross ownership subsidiaries that the direct contribution to the capital exceeds 5%
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There is no such situation.
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g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results
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Human Resources, Corporate Social Responsibility Projects
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3.1. Corporation’s Policy on Stakeholders
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The name of the section on the corporate website that demonstrates the employee remedy or severance policy
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Investor Relations / Policies
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The number of definitive convictions the company was subject to in relation to breach of employee rights
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0
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Notifications coming through Kale Group Ethics Line Communication Channels are recorded in accordance with confidentiality principles and evaluated by the Kale Group Ethics Committee.
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The contact detail of the company alert mechanism
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https://www.kale.com.tr/etik-hat etikhat@kale.com.tr (212) 3715450
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3.2. Supporting the Participation of the Stakeholders in the Corporation’s Management
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Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies
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-
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Corporate bodies where employees are actually represented
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In our company, our colleagues participate in management and share their opinions through various methods. With the Employee Loyalty Survey conducted every year, each colleague's opinion is collected anonymously in the form of a survey and open-ended responses.
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3.3. Human Resources Policy
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The role of the board on developing and ensuring that the company has a succession plan for the key management positions
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Talent categories and succession plans determined for manager and above positions are submitted to the approval of the Company Board of Directors.
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The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy.
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https://kalegrubu.com.tr/insan-kaynaklari/insan-kaynaklari-uygulamalari
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Whether the company provides an employee stock ownership programme
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Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
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The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy.
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There is an Ethical Codes Regulation determined by Kale Holding to be implemented for all Group companies and published on the Company website. https://www.kale.com.tr/etik-kodlar-yonetmeligi
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The number of definitive convictions the company is subject to in relation to health and safety measures
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0
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3.5. Ethical Rules and Social Responsibility
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The name of the section on the corporate website that demonstrates the code of ethics
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There is an Ethical Codes Regulation determined by Kale Holding to be implemented for all Group companies and published on the Company website. https://www.kale.com.tr/etik-kodlar-yonetmeligi
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The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.
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https://www.kale.com.tr/surdurulebilirlik
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Any measures combating any kind of corruption including embezzlement and bribery
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All necessary obligations in this regard are fulfilled. Within the scope of audit activities of holding group companies, preventive and deterrent audits are carried out and help strengthening internal control awareness and measures.
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4.2. Activity of the Board of Directors
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Date of the last board evaluation conducted
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Not available
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Whether the board evaluation was externally facilitated
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Hayır (No)
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Whether all board members released from their duties at the GSM
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Evet (Yes)
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Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties
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There is no delegation of authority among board members.
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Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
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4
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Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls
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Internal Audit and Internal Control Activities
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Name of the Chairman
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Hatice Zeynep Bodur Okyay
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Name of the CEO
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Altuğ Akbaş (Timur Karaoğlu as of March 1, 2024)
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If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
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-
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Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital
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Not available
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The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
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https://www.kale.com.tr/cesitlilik-ve-kapsayicilik-politikasi
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The number and ratio of female directors within the Board of Directors
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2 (%25)
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Name-Surname | Real Person Acting on Behalf of Legal Person Member | Gender | Title | Profession | The First Election Date To Board | Whether Executive Director or Not | Positions Held in the Company in the Last 5 Years | Current Positions Held Outside the Company | Whether the Director has at Least 5 Years’ Experience on Audit, Accounting and/or Finance or not | Share in Capital (%) | The Share Group that the Board Member Representing | Independent Board Member or not | Link To PDP Notification That Includes The Independency Declaration | Whether the Independent Director Considered By The Nomination Committee | Whether She/He is the Director Who Ceased to Satisfy The Independence or Not | Committees Charged and Task |
H.İBRAHİM BODUR HOLDİNG ANONİM ŞİRKETİ | HATİCE ZEYNEP BODUR OKYAY | Female | Chairman of the Board | Managing Director / Chief Executive | Executive | Yönetim Kurulu Başkan Vekili | İktisadi Kalkınma Vakfı (İKV) Başkan Vekilliği, Dış Ekonomik İlişkiler Kurulu (DEİK) Yönetim Kurulu Üyeliği ve İcra Kurulu Üyeliği, DEİK AB İş Konseyleri Koordinatör Başkanlığı ve DEİK İtalya İş Konseyi Başkanlığı, GİF Yönetim Kurulu Üyeliği, TOBB Seramik ve Refrakter Meclisi Başkanlığı, İtalyan Sanayi ve Ticaret Odası Derneği Yönetim Kurulu Üyeliği, Türkiye Sanayici ve İş İnsanları Derneği (TÜSİAD) Üyeliği | 77,75 | A,B,C | Dependent Member | ||||||
CENGİZ SOLAKOĞLU | Male | Vice Chairman of the Board | Non-Executive | ŞOK Marketler AŞ Yönetim Kurulu Üyesi, Bizim Toptan AŞ,Yönetim Kurulu Üyesi, Seç Marketler AŞ Yönetim Kurulu Üyesi, Zülfikarlar Holding Yönetim Kurulu Üyesi | Yes | Independent Member | Denetimden Sorumlu Komitesi Başkanı, Riskin Erken Saptanması Komitesi Başkanı | |||||||||
KADRİ TARIK ÖZÇELİK | Male | Vice Chairman of the Board | Managing Director / Chief Executive | Executive | Kale Grubu Başkan Yardımcısı - Üretim Sistemleri Operasyonel Gelişim | Dependent Member | Riskin Erken Saptanması Komitesi Üyesi | |||||||||
OSMAN OKYAY | Male | Member of the Board | Engineer | Executive | Dış Ekonomik İlişkiler Kurulu Türkiye-Birleşik Krallık İş Konseyi Başkanlığı, Türkiye-Amerika ve Türkiye-Kanada İş Konseyleri Yürütme Kurulu Üyeliği, Savunma ve Havacılık Sanayii İmalatçılar Derneği (SASAD) Yönetim Kurulu Başkanlığı, Uluslararası Yatırımcılar Derneği (YASED) Yönetim Kurulu Üyeliği, Çanakkale Ticaret ve Sanayi Odası Meclis Başkanlığı, Havacılık ve Uzay Kümelenmesi Derneği Yönetim Kurulu Başkanlığı, OYAK Genel Kurul Üyeliği, Bogaziçi Üniversitesi Vakfı Yönetim Kurulu Üyeliği ve Fatih Sultan Mehmet Üniversitesi Vakfı Mütevelli Heyet Üyeliği | Dependent Member | ||||||||||
HALUK ALPERAT | Male | Member of the Board | Engineer | Executive | Başkan Yardımcısı - Finans (CFO) | Dependent Member | ||||||||||
ADİLE ESRA TÖZGE | Female | Member of the Board | Economist | Non-Executive | Başkan Yardımcısı | Dependent Member | Kurumsal Yönetim Komitesi Üyesi | |||||||||
YUSUF KINAY | Male | Member of the Board | Certified Public Accountant | Executive | Kale Grubu Genel Sekreteri | Yes | Dependent Member | |||||||||
FAHRİ OKAN BÖKE | Male | Member of the Board | Engineer | Non-Executive | Yes | Independent Member | Kurumsal Yönetim Komitesi Başkan |
4.4. Meeting Procedures of the Board of Directors
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Number of physical or electronic board meetings in the reporting period.
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6 Board of Directors meetings were held physically.
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Director average attendance rate at board meetings
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%100
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Whether the board uses an electronic portal to support its work or not
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Evet (Yes)
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Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
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Although there is no written rule, in practice, information and documents regarding the issues on the Board of Directors meeting agenda are presented to the members of the Board of Directors for review in sufficient time before the meeting in order to ensure equal flow of information.
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The name of the section on the corporate website that demonstrates information about the board charter
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Not available
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Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
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Not available
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4.5. Board Committees
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Page numbers or section names of the annual report where information about the board committees are presented
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Board Committees and Board Evaluation
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Link(s) to the PDP announcement(s) with the board committee charters
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https://www.kap.org.tr/tr/Bildirim/1172846
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Names Of The Board Committees | Name Of Committees Defined As "Other" In The First Column | Name-Surname of Committee Members | Whether Committee Chair Or Not | Whether Board Member Or Not |
Denetim Komitesi (Audit Committee) | - | Cengiz SOLAKOĞLU | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Fahri Okan BÖKE | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Fahri Okan BÖKE | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Adile Esra Tözge | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Cemşit BAYLAN | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Veli ÖMERCİK | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Orkun İnanbil | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Cengiz SOLAKOĞLU | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Kadri Tarık Özçelik | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | İlker EMİROĞLU | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
4.5. Board Committees-II
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Specify where the activities of the audit committee are presented in your annual report or website (Page number or section name in the annual report/website)
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Board Committees and Board Evaluation https://www.kale.com.tr/komiteler
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Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website)
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Board Committees and Board Evaluation https://www.kale.com.tr/komiteler
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Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website)
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The activities of the Nomination Committee are carried out by the Corporate Governance Committee.
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Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)
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Board Committees and Board Evaluation https://www.kale.com.tr/komiteler
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Specify where the activities of the remuneration committee are presented in your annual report or website (Page number or section name in the annual report/website)
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The activities of the Remuneration Committee are carried out by the Corporate Governance Committee.
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4.6. Financial Rights
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Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)
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Board of Directors Report and Chairman's Message & General Manager's Message
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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Investor Relations / Policies / Remuneration Policy https://www.kale.com.tr/ucretlatma-politikasi
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Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)
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Financial Benefits Provided to Board Members and Senior Managers
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Names Of The Board Committees | Name of committees defined as "Other" in the first column | The Percentage Of Non-executive Directors | The Percentage Of Independent Directors In The Committee | The Number Of Meetings Held In Person | The Number Of Reports On Its Activities Submitted To The Board |
Denetim Komitesi (Audit Committee) | - | %100 | %100 | 4 | 4 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %80 | %20 | 1 | 1 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %66 | %33 | 4 | 4 |