ALKİM ALKALİ KİMYA A.Ş.ALKIM |
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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0
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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/tr/Bildirim/1004419
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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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Documents concerning the general assembly meeting have not been presented in 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 transaction has been carried out within the scope of the Principle 1.3.9.
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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 has been no such business under the scope of the 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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There has been no such business under the scope of the article 10.
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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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On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Donation and Aid Policy
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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/1013495
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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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Not applicable.
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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The company?s employees and representatives are allowed to attend the General Assembly 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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Whereas, the shares of the Groups A, B, C and D were entitled to 100 votes per share as per the Articles of Association during the incorporation of the Company, and the Turkish Commercial Code No. 6102, the article 479(2) ?Privileges regarding the Voting Right? provides that each share may be entitled to fifteen votes at maximum and, this restriction would not be applied if it was provided that there was a justified reason or due to such reasons that require institutionalization. Accordingly, a legal action initiated before the Commercial Court of First Instance located where the registered office is situated for establishing a provisional injunction to be excluded from the said restriction has been refused and, the decision thereof has been approved before the Court of Cassation. Therefore, the respective provisions of the article 479 (2) of the Turkish Commercial Code have applied to the Group ?A?, ?B?, ?C? and ?D? shares. 1 vote cast for 1 share in any type of the shares during the General Assembly Meetings of the Company.
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The percentage of ownership of the largest shareholder
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%17
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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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Not applicable.
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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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On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Dividend Policy
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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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There has been no proposal submitted by the board of directors for non-distribution of dividend.
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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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Not applicable.
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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 |
28/03/2023 | 0 | %51,72 | %25,62 | %25,58 | - | - | - | 33 | https://www.kap.org.tr/en/Bildirim/1118221 |
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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On the corporate website of the company www.alkim.com; Investors / Corporate Identity, Corporate Governance, Financial Reports and Periodic Financial Statements, Material Event Disclosures, Share Certificates and Investor Info, Press Releases and Presentations, Information Society Services
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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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On the corporate website of the company www.alkim.com: Investors / Corporate Identity / Shareholding Structure
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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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Annual Report / Information on Corporate Governance / Section 5 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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Annual Report / Information on Corporate Governance / Section 5 Board of Directors / Section 5.5 Committees Formed within the 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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Annual Report / Information on Corporate Governance / Section 5 Board of Directors / Section 5.4. Forms of the Meetings 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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Annual Report / Section 9 Other Issues
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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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Annual Report / Section 9 Other Issues
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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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Annual Report / Section 9 Other Issues
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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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Not applicable.
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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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Annual Report / Information on Corporate Governance / Section 4 Stakeholders
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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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On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Code of Conducts / Compensation Policy
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The number of definitive convictions the company was subject to in relation to breach of employee rights
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0
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Ferruh Çalışkan / Human Resources Manager
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The contact detail of the company alert mechanism
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ferruh.caliskan@alkim.com
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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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Not applicable.
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Corporate bodies where employees are actually represented
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Occupational Health and Safety Board
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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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Decision making and planning
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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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On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Code of Conducts
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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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On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Code of Conducts / Human Resources Development Policy
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The number of definitive convictions the company is subject to in relation to health and safety measures
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0
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3.5. Ethical Rules and Social Responsibility
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The name of the section on the corporate website that demonstrates the code of ethics
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On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Code of Conducts
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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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On the corporate website of the company www.alkim.com; Responsibilities/ Social Responsibility - Environmental Responsibility - Occupational Health and Safety - Ethical Responsibility
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Any measures combating any kind of corruption including embezzlement and bribery
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Attentive to public decency rules. All the employees carry out their duties in a transparent, accountable and responsible manner. Relationships between the employees are based on the concept of mutual respect, trust and cooperation. All the employees assume their respective responsibilities in order to protect and improve the respectful image of the company and the name ?ALKİM?. The employees may not use the confidential and non-public information about the company for their own benefit or the benefit of others On the corporate website of the company www.alkim.com: Investors / Corporate Governance / The Anti-Bribe and Anti-Corruption Policy
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4.2. Activity of the Board of Directors
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Date of the last board evaluation conducted
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Not applicable.
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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 authority transfer.
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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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0
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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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Annual Report / Section 5 Information on Sales and Marketing Activities
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Name of the Chairman
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Mehmet Reha Kora
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Name of the CEO
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Muhsin Selçuk Denizligil
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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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The chairman of the Board of Directors and the General Manager are different persons.
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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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None.
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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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None.
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The number and ratio of female directors within the Board of Directors
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There are 2 female board members corresponding to 22%.
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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 |
MEHMET REHA KORA | Male | Chairman of the Board | Mechanical Engineer | 14/05/1991 | Executive | Yönetim Kurulu Başkanlığı | - | Yes | 8,79 | A | Dependent Member | - | Not Considered | No | - | |
ADEM HALUK KORA | Male | Vice Chairman of the Board | Mechanical Engineer | 14/05/1991 | Non-Executive | Yönetim Kurulu Başkan Yardımcılığı | Sodaş Sodyum Sanayii A.Ş. Yönetim Kurulu Üyesi- Alkim Kağıt Sanayi Ticaret A.Ş. Yönetim Kurulu Başkan Yardımcılığı | Yes | 1,67 | B | Dependent Member | - | Not Considered | No | Kurumsal Yönetim Komite Üyesi | |
FERİT KORA | Male | Vice Chairman of the Board | Economist | 14/05/1991 | Non-Executive | Yönetim Kurulu Üyeliği | Alkim Kağıt Sanayi Ticaret A.Ş. Yönetim Kurulu Başkanlığı - Sodaş Sodyum Sanayii A.Ş. Yönetim Kurulu Başkanlığı | Yes | 7,79 | A | Dependent Member | - | Not Considered | No | Kurumsal Yönetim Komite Üyesi | |
ARKIN KORA | Male | Vice Chairman of the Board | Managing Director / Chief Executive | 14/05/1991 | Executive | Yönetim Kurulu Üyeliği | Kora Holding Yönetim Kurulu Başkanı | Yes | 0,46 | C | Dependent Member | - | Not Considered | No | - | |
TÜLAY ÖNEL | Female | Member of the Board | Economist | 07/04/2006 | Non-Executive | Yönetim Kurulu Üyeliği | - | Yes | 6,05 | A | Dependent Member | - | Not Considered | No | Riskin Erken Saptanması Komite Üyesi | |
MEHMET CELADET NAZIM BARBAROSOĞLU | Male | Member of the Board | Mechanical Engineer | 30/03/2018 | Non-Executive | - | Alkim Kağıt Sanayi Ticaret A.Ş. Bağımsız Yönetim Kurulu Üyesi | Yes | 0 | E | Independent Member | https://www.kap.org.tr/tr/Bildirim/913320 | Considered | No | Kurumsal Yönetim Komite Başkanı - Riskin Erken saptanması Komite Başkanı - Denetim Komitesi Üyesi | |
KERİM OYGUR | Male | Member of the Board | Managing Director / Chief Executive | 12/04/2012 | Non-Executive | Genel Müdür Yardımcılığı | Alkim Kağıt Sanayi ve Ticaret A.Ş. Yönetim Kurulu Üyeliği - Kora Holding Üst Düzey Yöneticilik - Sodaş Sodyum Sanayii A.Ş. Yönetim Kurulu Üyeliği | Yes | 0 | C | Dependent Member | - | Not Considered | No | - | |
AZADE BAŞAĞA | Female | Member of the Board | Adviser | 28/03/2023 | Non-Executive | - | Greenactive Ltd. Şti. Green Active PR Kurucu Ortağı ve Başkanı | Yes | 0 | D | Independent Member | https://www.kap.org.tr/tr/Bildirim/1118221 | Considered | No | Kurumsal Yönetim Komite Üyesi | |
AYDIN ORHAN | Male | Member of the Board | Lawyer | 02/10/2023 | Non-Executive | - | Orhan & Orhan Hukuk Bürosu | Yes | 0 | A | Independent Member | https://www.kap.org.tr/tr/Bildirim/1207861 | Considered | No | Denetim Komitesi Başkanı - Kurumsal Yönetim Komite Üyesi |
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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16
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Director average attendance rate at board meetings
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%80
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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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All information and documents relating to the agenda items to be discussed during the board meeting are submitted to the board members for review at least 10 calendar days before the meeting by means of establishing an equal information flow.
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The name of the section on the corporate website that demonstrates information about the board charter
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There are internal regulations, through which how the board meetings are to be held is identified, which are made available on the corporate website. There is no section within the Articles of Association concerning this issue.
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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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There is no restriction on taking office outside the company due to the business experience of the board members greatly contributing to the board of directors.
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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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Annual Report / Information on Corporate Governance / Section 5 Board of Directors / 5.5 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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https://www.kap.org.tr/tr/Bildirim/431899
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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 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | M. C. Nazım Barbarosoğlu | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Adem Haluk Kora | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ferit Kora | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Emine Hale Kosif | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Hıdır Mehmet Çolpan | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Çağla Koçel | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Denetim Komitesi (Audit Committee) | Hıdır Mehmet Çolpan | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | M. C. Nazım Barbarosoğlu | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | M. C. Nazım Barbarosoğlu | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Tülay Kora | 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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Annual Report / Information on Corporate Governance / Section 5 Board of Directors / 5.5 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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Annual Report / Information on Corporate Governance / Section 5 Board of Directors / 5.5 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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Not applicable.
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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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Annual Report / Information on Corporate Governance / Section 5 Board of Directors / 5.5 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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Not applicable.
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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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Annual Report / Section 6 Financial Position
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Remuneration Policy
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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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Annual Report / Section 2 Financial Benefits Provided to the Members of the Board of Directors and Senior Executives
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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 | 10 | 10 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %100 | %50 | 5 | 5 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %50 | 6 | 6 |