TURCAS PETROL A.Ş.TRCAS |
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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Turcas organized 1 earnings teleconferences in 2024 as of may 2024.
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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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-
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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-
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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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https://www.kap.org.tr/tr/Bildirim/1276266
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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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Provided both in English and Turkish at the same time.
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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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Not applicable
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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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Not applicable
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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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Not applicable
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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/Corporate Governance/Policies
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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/361028
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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 27
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Some of our employees and media representatives participated in AGM
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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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There is no privilege in voting rights. However, there are privileges stated in Article 15 of the Company's articles of association and in the Board of Directors activity report.
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The percentage of ownership of the largest shareholder
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%54,45
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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/Corporate Governance/Policies
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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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In accordance with the Board of Directors's dated 22.04.2024 and numbered 2024/08 decision proposal; it has been resolved by majority vote of the shareholders attending the meeting with 143,754,209.21 votes for 0.162 votes against to accept the proposal about not distributing any dividends as there isn't any net distributable profit due to Net Loss and Prior Years' Losses in the legal accounts according to Dividend Distribution Table based on 31 December 2023 dated financial statements prepared in accordance with the Tax Procedure Law as well as audited and unconsolidated financial statements per Capital Markets Board regulations.
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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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https://www.kap.org.tr/tr/Bildirim/1290567
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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 |
15/05/2024 | 0 | %56,24 | %0,93 | %55,31 | Investor Relations/General Meetings/ Turcas 2023 Ordinary General Assembly/Minutes of the Meeting | Investor Relations/General Meetings/ Turcas 2023 Ordinary General Assembly/Q&A | Article 15 | 0 | https://www.kap.org.tr/tr/Bildirim/1290567 |
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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Corporate Governance, Financial Information, General Meetings, Financial Statements and Reports under Investor Relations section and Sustainability section
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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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Investor Relations/Corporate Governance/Capital and Shareholding Structure
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List of languages for which the website is available
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Turkish and English
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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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CVs of Board Members and Independency Declarations of Indepent Board Members
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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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Committees within Board of Directors
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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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Information on Board of Directors, Senior Management and Number of Personnel
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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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Operations and Major Developments regarding Operations
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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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Operations and Major Developments regarding Operations
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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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Committees within Board of Directors
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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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Information on Direct and Indirect Subsidiaries and Shareholding Ratios
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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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Corporate Social Responsibility
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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/Corporate Governance/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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There is no finalized court decision against the company due to the violation of employee rights in 2023.
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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-
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The contact detail of the company alert mechanism
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sikayet@turcas.com.tr
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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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Corporate/Human Resources
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Corporate bodies where employees are actually represented
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Health and Safety Board, Synergistic Actions Working Group
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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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-
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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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Corporate/Human Resources
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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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Sustainability/Turcas Code of Conduct and Values
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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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There is no finalized court decision due to work accident. There is also no lawsuit on occupational health and safety.
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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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Sustainability/Turcas Code of Conduct and Values
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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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Sustainability/Corporate Social Responsibility
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Any measures combating any kind of corruption including embezzlement and bribery
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Sustainability/Turcas Code of Conduct and Values
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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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December 2023
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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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Names of Board Members and desciption of duties and authorities can be reached at 2023 Turcas Annual Report
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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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1
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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 Control Systems, Internal Audit Operations and Board of Directors' Opinon regarding these systems
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Name of the Chairman
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Erdal Aksoy
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Name of the CEO
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Batu Aksoy
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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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Chair and CEO functions are not combined
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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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The insurance cost does not exceed 25% of the Company's capital. However, the mentioned insurance is available. The link to the relevant PDP announcement is https://www.kap.org.tr/tr/Bildirim/1188622
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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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Investor Relations/Corporate Governance/Policies
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The number and ratio of female directors within the Board of Directors
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2, Ratio 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 |
ERDAL AKSOY | Male | Chairman of the Board | Electrical Engineer | 06/03/1980 | Executive | Yönetim Kurulu Başkanı | Aksoy Girişimcilik Enerji ve Turizm A.Ş., Aksoy Taşınmaz Yatırımları A.Ş. ve Aksoy Enternasyonal Ticaret A.Ş.nin Yönetim Kurulu Başkanı, Conrad Istanbul Bosphorus Oteli nin (Yeditepe Beynelmilel Otelcilik Turizm ve Ticaret A.Ş) Yönetim Kurulu Başkan Vekili, The Ritz-Carlton Residences, Bodrum un Yönetim Kurulu Üyesidir. Aksoy ayrıca Türk Sanayicileri ve İş İnsanları Derneği (TÜSİAD) Üyesi, Kamusal Politika ve Demokrasi Çalışmaları Merkezi (PODEM) Yönetim Kurulu Başkanı, Türkiye Ekonomik ve Sosyal Etüdler Vakfı (TESEV) Yüksek Danışma Kurulu Üyesi ve Azerbaycan Diplomasi Akademisi (ADA) Mütevelli Heyeti Üyesidir. | Yes | 15,91 | A,B,C | Dependent Member | İcra Komitesi | ||||
BANU AKSOY | Female | Deputy Chairman of the Board | Finance Professional | 04/08/2005 | Executive | Yönetim Kurulu Üyesi | Grup içi iştiraklerden Shell Petrol A.Ş. nin Yönetim Kurulu Üyesi, ilişkili firmalardan Aksoy Holding A.Ş. nin Yönetim Kurulu Başkan Vekili, Aksoy Girişimcilik Enerji ve Turizm A.Ş., Aksoy Taşınmaz Yatırımları A.Ş., Aksoy Enternasyonal Ticaret A.Ş., Conrad İstanbul Bosphorus Oteli (Yeditepe Beynelmilel Otelcilik Turizm ve Ticaret A.Ş), The Ritz-Carlton Residences, Bodrum, Aksoy International Holding, Aksoy USA Holdings ve Aksoy Europe Yönetim Kurulu Üyesidir. Endeavor Derneği Üyesidir. | Yes | 19,05 | A,C | Dependent Member | İcra Komitesi Üyesi, Riskin Erken Saptanması Komitesi Üyesi | ||||
SAFFET BATU AKSOY | Male | Member of the Board | Electrical Engineer | 04/08/2005 | Executive | Yönetim Kurulu Üyesi ve Genel Müdür | Grup içi iştiraklerden RWE & Turcas Güney Elektrik Üretim A.Ş. nin Yönetim Kurulu Başkan Vekili, Shell & Turcas Petrol A.Ş.'de Yönetim Kurulu Üyesi ve ilişkili şirket, tüzel kişiliklerden Aksoy Girişimcilik Enerji ve Turizm A.Ş., Aksoy Taşınmaz Yatırımları A.Ş., Aksoy International Trade A.Ş. nin Yönetim Kurulu Başkan Yardımcısı, Aksoy Holding A.Ş., Aksoy Holding A.Ş., The Ritz-Carlton Residences, Bodrum, Aksoy International Holding A.Ş., Aksoy USA Holdings LLC ve Aksoy Europe BV nin Yönetim Kurulu Başkanı, Conrad Istanbul Bosphorus Oteli nin (Yeditepe Beynelmilel Otelcilik A.Ş.) de İcracı Yönetim Kurulu Üyesidir. 2016 yılından bu yana Şili Cumhuriyeti İstanbul Fahri Konsolosu, 2015-2022 yılları arasında Yönetim Kurulu Üyesi olduğu Türk Sanayici ve İş İnsanları Derneği (TÜSİAD) ın Üyesi, Türk Girişim ve İş Dünyası Konfederasyonu (TÜRKONFED) in Yüksek Danışma Kurulu Üyesi, Dış Ekonomik İlişkiler Kurulu (DEİK) bünyesindeki Türkiye-ABD İş Konseyi (TAİK) ve Türkiye-Şili İş Konseyi nin Yürütme Kurulları Üyesi, Johns Hopkins Üniversitesi (JHU) Whiting School of Engineering Danışma Kurulu Üyesi dir. | Yes | 19,05 | A,C | Dependent Member | İcra Komitesi Başkanı | ||||
MEHMET TİMUÇİN TECMEN | Male | Member of the Board | Business and administration professionals | 21/06/2018 | Non-Executive | Yönetim Kurulu Üyesi | YTC Turizm ve Enerji A.Ş. Yönetim Kurulu Başkan Vekili, Kalyon Otelcilik Turizm Pazarlama A.Ş. Yönetim Kurulu Başkan Vekili, TUROB Türkiye Otelciler Birliği ve Skal International Üyesidir. | No | 0,83 | A | Dependent Member | Kurumsal Yönetim Komitesi, Riskin Erken Saptanması Komitesi | ||||
MATTHEW JAMES BRYZA | Male | Member of the Board | Other | 11/05/2012 | Non-Executive | Yönetim Kurulu Üyesi | Turcas dışında, Nobel Upstream (İngiltere merkezli petrol ve gaz üreticisi) Yönetim Kurulu Üyesi, Bulgaristan'ın en büyük özel doğal gaz dağıtım şirketi Overgas ve Paxson Engineering'in (ABD) Yönetim Kurulu'nda görev yapmaktadır. | No | Dependent Member | Kurumsal Yönetim Komitesi Üyesi | ||||||
LALE ERGİN | Female | Member of the Board | Business and administration professionals | 28/05/2020 | Non-Executive | Independent Board Member | Independent Board Member of the Board of Directors at Mondi Türkiye and Logo Yazılım, Co-Founder and CEO of ESA Esports & Media, operating in the esports and video games industry. | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1019595 | Considered | No | Chairwoman of the Audit Committee and Member of Corporate Governance Committee | |||
TIMOTHY JAMES FORD | Male | Member of the Board | Mechanical Engineer | 20/06/2023 | Non-Executive | Independent Board Member | Since 2016, Mr. Ford has a non-remunerated Board role as Council Member, Chair of Audit Committee and Senior Independent Director at University of Bath in UK which is a charitable organisation. | No | Independent Member | https://www.kap.org.tr/tr/Bildirim/1153382 | Considered | No | Chairman of the Corporate Governance Committee | |||
MARKUS CHRISTIAN DR SLEVOGT | Male | Member of the Board | Academician | 15/05/2024 | Non-Executive | - | Markus Slevogt has been continuing his career starting from 2012 as an entrepreneur. The Board Membership positions he is currently undertaking are: Since 2014: Board Member, Amarkon Group A.Ş., Türkiye Since 2018: Independent Board Member, Akçansa A.Ş. (Joint Venture between Heidelberg Materials/Sabancı Holding), Türkiye Since 2022: Supervisory Board Member, Aquila Capital Investmentgesellschaft mbH, Germany Since 2023: Vice Chairman & Board Member, Union Investment Real Estate ? Forum Mersin & Forum Kayseri Shopping Malls, Türkiye | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1264077 | Considered | No | Audit Committee, Early Detection of Risk Committee |
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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1
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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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7 days
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The name of the section on the corporate website that demonstrates information about the board charter
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Investor Relations/Corporate Governance/Articles of Association
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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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-
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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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Committees within Board of Directors
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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/612600
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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) | - | Lale Ergin | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Markus Christian Slevogt | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Timothy James Ford | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Lale Ergin | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Mehmet Timuçin Tecmen | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Matthew James Bryza | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Erkan İlhantekin | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Markus Christian Slevogt | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Banu Aksoy | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Mehmet Timuçin Tecmen | Hayır (No) | Yönetim kurulu üyesi (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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Committees within Board of Directors (2023 Annual Report)
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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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Committees within Board of Directors (2023 Annual Report)
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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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Duties of nomination committee are carried out by 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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Committees within Board of Directors (2023 Annual Report)
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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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Duties of remuneration committee are carried out by 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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Operations and Major Developments regarding Operations
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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/Corporate Governance/Policies
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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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Remuneration for Board Members and Senior Executives (2023 Annual Report)
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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 | 1 | 1 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %80 | %40 | 1 | 1 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %67 | %33 | 2 | 2 |