ANADOLU ISUZU OTOMOTİV SANAYİ VE TİCARET A.Ş.ASUZU |
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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During the period, our Company held 1 online meeting with analysts.
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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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None.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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None.
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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/1131350 , https://www.kap.org.tr/tr/Bildirim/1171703 , https://www.kap.org.tr/tr/Bildirim/1217960
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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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None.
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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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None.
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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/1140150
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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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Although the Company does not have a separate policy on donations and grants, this issue is regulated in detail in the articles of association. https://www.anadoluisuzu.com.tr/en/corporate-governance/articles-of-association
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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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Article 16
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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On April 27, 2023, Ordinary General Assembly meeting and on August 11, 2023 and December 11, 2023, Extraordinary General Assembly meetings were attended by some stakeholders such as auditors, rating agencies and employees as observers within the knowledge of the Company.
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1.4. Voting Rights
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Whether the shares of the company have differential voting rights
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Hayır (No)
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In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
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There are no voting privileges.
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The percentage of ownership of the largest shareholder
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%55,4
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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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https://www.anadoluisuzu.com.tr/en/corporate-governance/corporate-management-principles-policies
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Minutes of the relevant agenda item in case the board of directors proposed to the general assembly not to distribute dividends, the reason for such proposal and information as to use of the dividend.
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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 |
27/04/2023 | 0 | %85,77 | %0,00004 | %85,76557 | Corporate Governance / General Assembly Meetings | Corporate Governance / General Assembly Meetings | 12 | 0 | https://www. kap.org.tr/tr/ Bildirim/1142205 |
11/08/2023 | 0 | %85,82 | %0,000001 | %85,82407 | Corporate Governance / General Assembly Meetings | Corporate Governance / General Assembly Meetings | - | 0 | https://www. kap.org.tr/tr/ Bildirim/1171703 |
11/12/2023 | 0 | %85,92 | %0,00002 | %85,92196 | Corporate Governance / General Assembly Meetings | Corporate Governance / General Assembly Meetings | - | 0 | https://www. kap.org.tr/tr/ Bildirim/1217960 |
2.1. Corporate Website
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Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
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Corporate Governance & Investor Relations
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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 not available on our corporate website and is disclosed on PDP under General Information - Capital and 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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Corporate Governance / Section V: Board of Directors / 5.1. Structure and Composition of the Board of Directors and Corporate Governance - Annex:3
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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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Corporate Governance / Section V: Board of Directors / 5.3. Number, Structure and Independence of the Committees Established 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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Corporate Governance / Section V: Board of Directors / 5.2. 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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There are no legislative changes that may significantly affect the Company's operations.
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d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof
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Explained under the "Other Activities and Information" 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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Corporate Governance/4.4. Code of Ethics and Social Responsibility Corporate Governance/4.3 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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Corporate Governance / Corporate Governance Principles Policies / 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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None.
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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General Manager
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The contact detail of the company alert mechanism
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etik@isuzu.com.tr
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3.2. Supporting the Participation of the Stakeholders in the Corporation’s Management
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Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies
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None.
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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 succession plan is regularly evaluated within the scope of Organizational Development Meetings covering all employees across Anadolu Isuzu and Anadolu Group companies. Key Executive plans are also reviewed during this process. In case of changes in the relevant positions, the Management Board approval is obtained.
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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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About Us / Human Resources Policy
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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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About Us / Human Resources 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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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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None.
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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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"There is no corporate social responsibility report. About Us / Environmental Policy; About Us / Social Responsibility; About Us / Business Continuity Policy; About Us / Business Continuity Policy; "
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Any measures combating any kind of corruption including embezzlement and bribery
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Bribery and corruption are prohibited in our Company in all circumstances and will be tolerated with zero tolerance. This prohibition covers all activities of our Company. All employees and third parties acting on behalf of our Company are obliged to comply with anti-bribery and anti-corruption rules and relevant national and international laws 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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None.
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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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Corporate Governance /5.4. Risk Management and Internal Control Mechanism
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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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Yusuf Tuğrul Arıkan
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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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It is not the same person.
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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/tr/Bildirim/1107802
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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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1 and 6,7%
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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 | Business and administration professionals | Non-Executive | Yönetim Kurulu Üyeliği | AG Anadolu Grubu Holding A.Ş.'de Yönetim Kurulu Başkanlığı. Anadolu Grubu Şirketlerinde Yönetim Kurulu Başkanlığı. Başkan Vekilliği ve Üyeliği | A | Dependent Member | ||||||||
KAMİLHAN SÜLEYMAN YAZICI | Male | Deputy Chairman of the Board | Business and administration professionals | Non-Executive | Yönetim Kurulu Üyeliği | AG Anadolu Grubu Holding A.Ş.'de Yönetim Kurulu Başkan Vekilliği, Anadolu Grubu Şirketlerinde Yönetim Kurulu Üyeliği | A | Dependent Member | ||||||||
TALİP ALTUĞ AKSOY | Male | Member of the Board | Business and administration professionals | 27/04/2023 | Non-Executive | Yönetim Kurulu Üyeliği | Anadolu Grubu şirketlerinde Yönetim Kurulu Üyeliği | A | Dependent Member | Riskin Erken Saptanması Komitesi Üyeliği | ||||||
MUSTAFA ALİ YAZICI | Male | Member of the Board | Business and administration professionals | 22/04/2022 | Non-Executive | Yönetim Kurulu Üyeliği | Anadolu Grubu şirketlerinde Yönetim Kurulu Üyeliği | Yes | A | Dependent Member | ||||||
AHMET BOYACIOĞLU | Male | Member of the Board | Business and administration professionals | 31/08/2023 | Non-Executive | Anadolu Grubu Şirketlerinde Yönetim Kurulu Üyeliği | A | Dependent Member | ||||||||
RECEP YILMAZ ARGÜDEN | Male | Member of the Board | Business and administration professionals | 27/04/2023 | Non-Executive | Yönetim Kurulu Üyesi | Anadolu Grubu Şirketlerinde Yönetim Kurulu Üyeliği; ARGE Danışmanlık ve Rothschild&Co Türkiye Yönetim Kurulu Başkanı;Akiş Gayrimenkul ve Marmara Grubu Yönetim Kurulu Üyesi; Argüden Yönetim Akademisi Mütevelli Heyet Başkanı; Altınbaş Üniversitesi Mütevelli Heyet Üyesi; Türkiye Basketbol Federasyonu Asbaşkanı | Yes | A | Dependent Member | Kurumsal Yönetim Komitesi Üyeliği | |||||
ÖZDEMİR OSMAN KURDAŞ | Male | Member of the Board | Business and administration professionals | 27/04/2023 | Non-Executive | Yönetim Kurulu Üyesi | GSD A.Ş. CEO, Kamil Yazıcı Yönetim Ve Danışmanlık A.Ş. Yönetim Kurulu Üyeliği | No | A | Dependent Member | ||||||
SEZAİ TANRIVERDİ | Male | Member of the Board | Business and administration professionals | 11/08/2023 | Non-Executive | Yönetim Kurulu Üyesi | Anadolu Grubu Şirketlerinde Yönetim Kurulu Üyeliği Kamil Yazıcı Yönetim ve Danışma A.Ş. Genel Müdürü,İstanbul Mülkiyeliler Vakfı ve 19 Mayıs Vakfı Yönetim Kurulu Üyesi | Yes | A | Dependent Member | ||||||
AHMET MURAT SELEK | Male | Member of the Board | Business and administration professionals | Non-Executive | Bağımsız Yönetim Kurulu Üyeliği | Itochu Corporation İstanbul Genel Müdür | B | Independent Member | Considered | Kurumsal Yönetim Komitesi Başkanlığı ve Denetimden Sorumlu Komite Başkanlığı | ||||||
ORHAN ÖZER | Male | Member of the Board | Business and administration professionals | Non-Executive | Bağımsız Yönetim Kurulu Üyeliği | Selek Stratejik ve Kurumsal Yönetim Danışmanı | Independent Member | Considered | Riskin Erken Saptanması Komitesi Başkanlığı ve Denetimden Sorumlu Komite Üyeliği | |||||||
LALE DEVELİOĞLU | Female | Member of the Board | Industrial Engineer | 22/04/2022 | Non-Executive | Yönetim Kurulu Üyesi-Kadın Derneği,Aksa Akrilik,Nobel İlaç | No | Independent Member | Considered | Kurumsal Yönetim Komitesi Üyeliği | ||||||
BARIŞ TAN | Male | Member of the Board | Academician | 22/04/2022 | Non-Executive | Koç Üniversitesi - İşletme ve Endüstri Mühendisliği Öğretim Üyesi, Kyoto University Graduate School of Management - Danışma Kurulu Üyesi, E.M. Lyon - Uluslararası Danışma Kurulu Üyesi, Nottingham Business School - Uluslararası Danışma Kurulu Üyesi, ISM University of Management and Economics - Senato Başkanı | Yes | Independent Member | Considered | Riskin Erken Saptanması Komitesi Üyeliği | ||||||
YUSUF KAMİL SONER | Male | Member of the Board | Academician | 22/04/2022 | Non-Executive | No | Independent Member | Considered | ||||||||
REO SAWADA | Male | Member of the Board | Business and administration professionals | 06/08/2019 | Non-Executive | Genel Müdür Danışmanı | Isuzu Motors Ltd. Yöneticilik | B | Dependent Member | |||||||
TOMOYUKI YAMAGUCHI | Male | Member of the Board | Business and administration professionals | 11/08/2023 | Non-Executive | Isuzu Motors Ltd. Yöneticilik | B | Dependent Member |
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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5
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Director average attendance rate at board meetings
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%100
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Whether the board uses an electronic portal to support its work or not
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Evet (Yes)
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Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
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No written deadline has been set in this regard; however, the Company Management provides information and documents to the members within a reasonable period of time prior to the meetings and it is ensured that this period is at least 3 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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Corporate Governance / Articles of Association
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Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
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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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Corporate Governance / Section V: Board of Directors / 5.3. Number, Structure and Independence of the Committees Established 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/367357, https://www.kap.org.tr/tr/Bildirim/367358
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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) | AHMET MURAT SELEK | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | MEHMET HURŞİT ZORLU | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | LALE DEVELİOĞLU | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | RECEP YILMAZ ARGÜDEN | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | NEŞET FATİH VURAL | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Denetim Komitesi (Audit Committee) | AHMET MURAT SELEK | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | ORHAN ÖZER | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | ORHAN ÖZER | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | TALİP ALTUĞ AKSOY | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | BARIŞ TAN | 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 /Corporate Governance /Assessment on the Working Principles and Effectiveness of the Board Committees
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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 /Corporate Governance /Assessment on the Working Principles and Effectiveness of the Board Committees
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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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Corporate Governance / Committees / Corporate Governance Committee Regulation
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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 /Corporate Governance /Assessment on the Working Principles and Effectiveness of the Board Committees
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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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Corporate Governance / Committees / Corporate Governance Committee Regulation
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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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The Chairman of the Board of Directors / Automotive Group President and General Manager's message is included in the 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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Corporate Governance / Corporate Governance Policies
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Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)
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Financial Review / Notes to the Consolidated 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 | %40 | 4 | 4 | |
Denetim Komitesi (Audit Committee) | %100 | %100 | 4 | 4 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %67 | 2 | 6 |