AG ANADOLU GRUBU HOLDİNG A.Ş.AGHOL |
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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Investor Relations and Executive management participated in 104 investor meetings including the conference calls, number of investors met reached over 200. Two webcasts were held in 2023, sharing the 2022 year-end and 2023 first half financial results.
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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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0
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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0
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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/en/Bildirim/1127515
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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 Turkish and English.
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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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No such transaction has taken place.
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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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No such transaction has taken place.
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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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No such transaction has taken place.
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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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There is no donation policy as our company only makes negligible amounts of donations every year.
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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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None.
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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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None.
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Independent auditors, rating agencies, and company employees have attended as observers under the cognizance of the company to the General Shareholders? Meeting.
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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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None.
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The percentage of ownership of the largest shareholder
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%48,65
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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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None.
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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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Specified in the ?Dividend Distribution Policy? under ?Corporate Governance? subtitle of Investor Relations section at www.anadolugrubu.com.tr
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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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The Board of Directors did not make any such proposal.
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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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The Board of Directors did not make any such proposal.
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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 |
19/04/2023 | 0 | %86,9 | %1,8 | %85,1 | Investor Relations / Corporate Governance /General Assembly | Investor Relations / Corporate Governance /General Assembly | Article 12. | 0 | https://www.kap.org.tr/en/Bildirim/1127515 |
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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The Investor Relations section in corporate website www.anadolugrubu.com.tr is updated continuously as required by CMB Corporate Governance Principals.
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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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Specified in the ?Ownership Structure? under ?Shareholders and Investor Relations? subtitle title of Investor Relations section at www.anadolugrubu.com.tr
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List of languages for which the website is available
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Both in 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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?Structure and Composition of the Board of Directors? section under ?Additional Information related to Corporate Governance? in the Annual Report and declarations on independence of board members are on Other Information section of the Annual Report.
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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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?Number, Structure and Independence of Board of Directors Committees? section under ?Additional Information related to Corporate Governance? in the Annual Report.
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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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?Operating Principles of the Board of Directors? section under ?Corporate Governance Information Form? in the Annual Report.
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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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None.
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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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Explained under ?Other Informations? section of the Annual Report.
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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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None.
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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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None.
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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 at Anadolu Group? and ?Sustainability at Anadolu Group? sections in the Annual Report.
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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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Specified in the ?Indemnity Policy? under ?Corporate Governance? subtitle title of Investor Relations section at www.anadolugrubu.com.tr
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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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None.
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Necessary mechanisms are formed for employees to carry unethical processes to the Audit Commitee. The Audit Committee oversees that the management has established a system and regularly monitors compliance to the Company?s code of business conduct and ethical rules. The Committee monitors whether the management makes fraud risk assessments and gives code of business conduct and ethics trainings to Company employees. Additionally, there is an Ethical Committee for Anadolu Group employees
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The contact detail of the company alert mechanism
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Head of Human Resources is also the Head of Ethical Committee.
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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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Employee Satisfaction and Loyalty Survey creates a platform for the employees every year to express their opinions and ideas for improvement. Also the system called ?Bi Fikir? is created by Anadolu Group Human Resources Department for value added ideas of employees to be shared with the executive management. All these are in the internal communication platform ?AGenda?
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Corporate bodies where employees are actually represented
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None.
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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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Organizational development meetings are arranged every year in order to identify and confirm the backup strategy for the key management positions of the Group and also the determination of the action plans as well. Succession plans of some positions in the Gorup are objectively evaluated for short/mid and long terms and appointments are carried through the assesment and approval of the 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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Anadolu Group Human Resources policy is developed with the leadership of Human Resources Department and contribution of all Group companies. Within the context of this policy, starting from the hiring stage, it is important for the employees to have the same standarts for education, compensation and career opportunities.
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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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Specified in the ?Working Principles? under ?Corporate Governance? subtitle of Investor Relations section at www.anadolugrubu.com.tr
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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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None.
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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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Specified in the ?Working Principles? under ?Corporate Governance? subtitle of Investor Relations section at www.anadolugrubu.com.tr
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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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Specified in the ?Anadolu Group and Social Responsibility? section of Annual Report.
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Any measures combating any kind of corruption including embezzlement and bribery
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Accepting or offering bribes and corruption is forbidden at AGHOL under any circumstances and there is zero tolerance on these issues. This prohibition includes all the activities of AGHOL. All Employees and third persons acting on behalf of AGHOL are obligated to follow the anti-bribery and anticorruption rules and the relevant national and international law and regulations
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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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None.
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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 has been no delegation.
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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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Risk Management and Internal Control Mechanism section of the Annual Report.
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Name of the Chairman
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Tuncay Özilhan
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Name of the CEO
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Hurşit Zorlu
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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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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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https://www.kap.org.tr/en/Bildirim/1248936
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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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AG Anadolu Grubu Holding Board Diversity Policy is specified under ?Policies and Procedures?? section under subtitle of Sustainability section at www.anadolugrubu.com.tr
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The number and ratio of female directors within the Board of Directors
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%1,8
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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 |
TUNCAY ÖZİLHAN | Male | Chairman of the Board | Managing Director / Chief Executive | 31/03/1981 | Non-Executive | Chairman of The Board | Chairman/Member at Anadolu Group Companies | Yes | 1 | Dependent Member | ||||||
KAMİLHAN SÜLEYMAN YAZICI | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 03/05/2017 | Non-Executive | Vice Chairman | Board Member at Anadolu Group Companies | Yes | Dependent Member | |||||||
TALİP ALTUĞ AKSOY | Male | Member of the Board | Managing Director / Chief Executive | 03/01/2017 | Non-Executive | Board Member | Board Member at Anadolu Group Companies | Yes | 1,85 | Dependent Member | Kurumsal Yönetim Komitesi Üyesi | |||||
BELİZ CHAPPUIE | Female | Member of the Board | Managing Director / Chief Executive | 28/04/2021 | Non-Executive | Yes | Dependent Member | |||||||||
TUĞBAN İZZET AKSOY | Male | Member of the Board | Managing Director / Chief Executive | 06/05/2019 | Non-Executive | Energy Sector Coordinator | Member of the Board at Anadolu Group Companies | Yes | 1,85 | Dependent Member | Sürdürülebilirlik Komitesi Üyesi | |||||
İZZET KARACA | Male | Member of the Board | Engineer | 20/11/2020 | Non-Executive | Board Member - Sütaş, Enfaş, Tarfaş, Anadolu Group companies | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1140124 | Considered | No | Chairman of the Comittee of Early Detection of Risk and member of Corporate Governance Committee | ||||
MUSTAFA ALİ YAZICI | Male | Member of the Board | Managing Director / Chief Executive | 17/04/2024 | Non-Executive | Yes | Dependent Member | Sürdürülebilirlik Komitesi Üyesi | ||||||||
İBRAHİM İZZET ÖZİLHAN | Male | Member of the Board | Managing Director / Chief Executive | 17/04/2024 | Non-Executive | Yes | Dependent Member | Riskin Erken Saptanması Komite Üyesi | ||||||||
İZZET KARACA | Male | Member of the Board | Engineer | 20/11/2020 | Non-Executive | Board Member | Anadolu Grubu Şirketlerinde Yönetim Kurulu Üyeliği; KAB Danışmanlık İthalat İhracat Eğitim Tic.Ltd.Şti. Ortağı; MNT Sağlık Hizmetleri ve Tic.A.Ş. Yönetim Kurulu Üyesi | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1140124 | Considered | No | Riskin Erken Saptanması Komitesi Başkanı | |||
AHMET CEMAL DÖRDÜNCÜ | Male | Member of the Board | Managing Director / Chief Executive | 26/12/2023 | Non-Executive | Yönetim Kurulu Üyesi | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1229881 | Considered | No | Kurumsal Yönetim Komitesi Başkanlığı ve Denetimden Sorumlu Komite Üyesi | ||||
BEKİR AĞIRDIR | Male | Member of the Board | Managing Director / Chief Executive | 17/04/2024 | Non-Executive | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1273967 | Considered | No | Sürüdürülebilirlik Komitesi Başkanı | |||||
HÜSEYİN FAİK AÇIKALIN | Male | Member of the Board | Managing Director / Chief Executive | 17/04/2024 | Non-Executive | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1273967 | Considered | No | Denetimden Sorumlu Komite Başkanı |
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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11 meetings have been done physically. Prior to the board decisions taken on dates other than the dates of these meetings, the directors have been informed and the issues have been discussed as necessary.
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Director average attendance rate at board meetings
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%96
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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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Information to directors is provided around 3 to 5 days ahead of the board meeting to ensure smooth flow of information among members.
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The name of the section on the corporate website that demonstrates information about the board charter
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Specified in the article of 11 the ?Articles of Association? under ?Corporate Governance? subtitle title of Investor Relations section at www.anadolugrubu.com.tr
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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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None.
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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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?Number, Structure and Independence of Board of Directors Committees? section under ?Corporate Governance? in the Annual Report.
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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/en/Bildirim/657773
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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) | Hüseyin Faik Açıkalın | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Ahmet Cemal Dördüncü | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | İzzet Karaca | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Rasih Engin Akçakoca | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | İbrahim İzzet Özilhan | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Hurşit Zorlu | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ahmet Cemal Dördüncü | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Talip Altuğ Aksoy | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Recep Yılmaz Argüden | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Hurşit Zorlu | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Efe Yazıcı | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Mehmet Çolakoğlu | 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 of Directors? Assessment of the Operating Principles and Efficiency of the Committees under the Board of Directors? section under ?Additional Information related to Corporate Governance? in the 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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?Board of Directors? Assessment of the Operating Principles and Efficiency of the Committees under the Board of Directors? section under ?Additional Information related to Corporate Governance? in the 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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The functions of the Nomination committee, which is not present, are being fulfilled 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 of Directors? Assessment of the Operating Principles and Efficiency of the Committees under the Board of Directors? section under ?Additional Information related to Corporate Governance? in the 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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The functions of the Remuneration committee, which is not present, are being fulfilled 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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Specified in Chairman?s Message and CEO?s Assesment in Annual Report.
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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Specified in the ?Compensation Principles? under ?Corporate Governance? subtitle title of Investor Relations section at www.anadolugrubu.com.tr
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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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Specified in note 32.3 Related Party Transactions in Financial Statements.
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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 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %100 | %50 | 4 | 4 | |
Denetim Komitesi (Audit Committee) | %100 | %100 | 4 | 4 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %33 | 6 | 6 |