AKÇANSA ÇİMENTO SANAYİ VE TİCARET A.Ş.AKCNS |
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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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As of the end of the 12th month, 10 teleconferences and 4 analyst meetings were held in 2021.
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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 requests were made.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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No special auditor requests were made.
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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/912495
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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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No It is not published simultaneously. However, there are English versions of the necessary documents in the English section of our website.
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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 without unanimity.
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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 are no Related Party transactions under Article 9.
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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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https://www.kap.org.tr/tr/Bildirim/944235
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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 Center/Corporate Governance/Donation and Aid Policy at our website www.akcansa.com.tr
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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/425038
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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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Articles of Association Article 28 General Assembly Internal Directive: http://www.akcansa.com.tr/investor center/institutional management/Akçansa General Assembly Internal Directive
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Company shareholders and representatives, members of the Board of Directors, auditor of the Company, General Manager and personnel preparing the General Assembly attended the General Assembly.
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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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%39,72
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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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There is no regulation regarding minority rights.
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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 Center/Corporate Governance/Profit Distribution Policy on our website www.akcansa.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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Profit distribution was made.
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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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Profit distribution was made.
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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 |
| 29/03/2021 | 0 | %81,97 | %0 | %81,97 | http://www.akcansa.com.tr/en/investor-center/general-assembly-meeting/ | http://www.akcansa.com.tr/en/investor-center/general-assembly-meeting/ | - | 0 | https://www.kap.org.tr/tr/Bildirim/921428 |
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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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It is included in the Investor Center-Corporate Identity section of the company's corporate website www.akcansa.com.tr.
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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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It is included in the Investor Center-Corporate Identity-Shareholding Structure section of the company's corporate website www.akcansa.com.tr.
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List of languages for which the website is available
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Turkish/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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General Information section of the 2021 Annual Report, the section stating the authorities and responsibilities of the members of the Board of Directors and managers, and the the section stating Number, Structure and Independence of the Committees Established within the Board of Directors
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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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?General Information?, ?Board of Directors? and ?The Number, Structure and Independence of the Committees Established at the Board of Directors? sections of the 2021 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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Section of the 2021 Annual Report including Operating Principles of the Board of Directors
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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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-
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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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Section of the 2021 Annual Report including lawsuits filed against the company
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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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Section of the 2021 Annual Report including statement on conflicts of interest between service providers and the company
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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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It has no mutual participation.
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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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Section including 2021 Annual Report Staff and worker movements, collective bargaining agreement practices, rights and benefits provided to staff and workers, and Human Resources Policy
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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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-
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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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31
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Akçansa Çimento Sanayi ve Ticaret A.Ş. Internal Audit and Compliance Department
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The contact detail of the company alert mechanism
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etik@akcansa.com.tr - etik@sabanci.com / - 0212- 385 85 85-216-571 30 00
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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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Labor Union
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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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The management succession planning is reviewed annually and presented to the chairman 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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http://www.akcansa.com.tr/en/human-resources/our-targets-and-priorities/
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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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It is found under the heading at http://www.akcansa.com.tr/sustainability/businessethics-rules. It is unacceptable to discriminate among employees within the organization for language, race, color, gender, political thought, belief, religion, sect, age, physical disability and similar reasons. A positive and harmonious working environment that supports cooperation is created and conflict environments are prevented, so that people with different beliefs, thoughts and opinions work in harmony.
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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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5
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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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http://www.akcansa.com.tr/en/investor-center/Corporate Governance/Our Code of Business Ethics
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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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It is included under the heading of Akçansa and Social Responsibility at http://www.akcansa.com.tr/.
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Any measures combating any kind of corruption including embezzlement and bribery
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Anti-bribery and anti-corruption policy under http://www.akcansa.com.tr/ Investor Center/Corporate Governance section
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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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17.02.2022
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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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Burak Turgut Orhun - Chairman of the Board of Directors , Hayrullah Hakan Gürdal Vice Chairman of the Board of Directors
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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 in the 2021 Annual Report and the Company's sources of finance and risk management policies
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Name of the Chairman
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Burak Turgut Orhun
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Name of the CEO
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M.Zeki Kanadıkırık
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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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Group insurance has been made regarding the responsibilities of the Members of the Board of Directors, but there has been no PDP announcement.
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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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www.akcansa.com.tr / Sürdürülebilirlik / Yönetim Kurulu Çeşitlilik Politikası
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The number and ratio of female directors within the Board of Directors
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1 - %17
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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 |
| BURAK TURGUT ORHUN | Male | Chairman of the Board | Managing Director / Chief Executive | 12/05/2021 | Non-Executive | Yönetim Kurulu Üyesi | H.Ö. Sabancı Holding Yapı Malzemeleri Grup Başkanı | Yes | Dependent Member | |||||||
| HAYRULLAH HAKAN GÜRDAL | Male | Vice Chairman of the Board | Managing Director / Chief Executive | 01/09/2014 | Non-Executive | Yönetim Kurulu Başkan Yardımcısı | HeidelbergCement AG Yönetim Kurulu Üyesi | Yes | Dependent Member | |||||||
| DR. CARSTEN SAUERLAND | Male | Member of the Board | Managing Director / Chief Executive | 06/07/2018 | Genel Müdür Yrd. (Finans); Yönetim Kurulu Üyesi | Phoenix Group CFO | Dependent Member | |||||||||
| BÜLENT BOZDOĞAN | Male | Member of the Board | Managing Director / Chief Executive | 30/04/2022 | Non-Executive | Bağımsız Yönetim Kurulu Üyesi | Çeşitli şirketlerde bağımsız yönetim kurulu üyeliği | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1026351 | Considered | No | Denetim Komitesi Başkanı-Kurumsal Yönetim Komitesi Başkanı-Riskin Erken Saptanması Komitesi Üyesi | |||
| DR. MARKUS CHRISTIAN SLEVOGT | Male | Member of the Board | Managing Director / Chief Executive | 29/03/2018 | Non-Executive | Bağımsız Yönetim Kurulu Üyesi | Çeşitli şirketlerde yönetim kurulu üyeliği | Yes | Independent Member | https://www.kap.org.tr/tr/BildirimPdf/912494 | Considered | No | Denetim Komitesi Üyesi-Kurumsal Yönetim Komitesi Üyesi-Riskin Erken Saptanması Komitesi Başkanı |
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4.4. Meeting Procedures of the Board of Directors
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Number of physical board meetings in the reporting period (meetings in person)
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4
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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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Hayır (No)
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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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14 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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http://www.akcansa.com.tr/investor-center/ Corporate Identity / Article 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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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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2021 Annual Report - Number, Structure and Independence of the Committees Formed within the Board of Directors
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Link(s) to the PDP announcement(s) with the board committee charters
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It has not been published on the public disclosure platform and is available on our Corporate Website under http://www.akcansa.com.tr Investor Center-Corporate Governance.
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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) | Bülent Bozdoğan | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Denetim Komitesi (Audit Committee) | Dr.Markus C. Slevogt | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Bülent Bozdoğan | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Dr.Markus C. Slevogt | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Dinçer Bulan | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Dr.Markus C. Slevogt | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Bülent Bozdoğan | Hayır (No) | Yönetim kurulu üyesi (Board member) |
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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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2021 Annual Report - Number, Structure and Independence of the Committees Formed within the Board of Directors
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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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2021 Annual Report - Number, Structure and Independence of the Committees Formed within the Board of Directors
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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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2021 Annual Report - Number, Structure and Independence of the Committees Formed within the Board of Directors
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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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2021 Annual Report - Number, Structure and Independence of the Committees Formed within the Board of Directors
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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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2021 Annual Report - Number, Structure and Independence of the Committees Formed within the Board of Directors
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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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Information about the sector in which the business operates and its place in this sector
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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The Company's Remuneration Policy for Board Members and Senior Managers is available under the Investor Center - Corporate Governance heading at www.akcansa.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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Section on Total of Financial Rights and Fees and Benefits of Senior Management Staff of the 2021 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 | 4 | 4 | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %100 | %67 | 4 | 4 | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %100 | 6 | 6 |
