ANADOLU EFES BİRACILIK VE MALT SANAYİİ A.Ş.AEFES |
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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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During 2019, meetings were conducted with a total of 226 investors including local and international institutional and individual investors, shareholders, and analysts concerning issues related to the company?s business results, performance, and other developments during the reporting period. Anadolu Efes also participates in conferences in Turkey and abroad and other meetings to provide shareholders and investors information about the company. In this context, in 2019, company representatives took part in eleven conferences and 4 conference calls in Turkey and abroad.
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1.2. Right to Obtain and Examine Information
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The number of special audit request(s)
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0
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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0
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1.3. General Assembly
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Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
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https://www.kap.org.tr/en/Bildirim/752984
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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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Yes
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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 were no transactions that are in the scope of the significant transactions as described in Article 1.3.9 of Corporate Governance Principles, in 2019.
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The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)
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not applicable
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The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)
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not applicable
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The name of the section on the corporate website that demonstrates the donation policy of the company
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Available on company website's Investor Relations Corporate Governance section under Donations and Grant Policy https://www.anadoluefes.com/en/sayfa/1/636/donation-and-grant-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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Available on the 45th of Articles of Association which is available on https://www.anadoluefes.com/en/sayfa/1/643/articles-of-association
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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 32 of Articles of Association. https://www.anadoluefes.com/en/sayfa/1/643/articles-of-association
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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In the Ordinary General Assembly Meeting held in 30.04.2019, there were no attendances by any stakeholders or the media apart from Company representatives that are mentioned in the previous provision. The representative of Corporate Governance Rating Company, Partner of Independent Audit Company, Board Members of our Company, Shareholders and company employees 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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%43,05
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1.5. Minority Rights
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Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association
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Hayır (No)
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If yes, specify the relevant provision of the articles of association.
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-
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1.6. Dividend Right
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The name of the section on the corporate website that describes the dividend distribution policy
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Available on company website's Corporate Governance section of Investor Relations section under Dividend Policy https://www.anadoluefes.com/en/sayfa/1/634/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 were no such proposals
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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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There were no such proposals
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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 |
| 30/04/2019 | 0 | %91,63 | %0,000002 | %91,63 | Investor Relations / General Assembly | Investor Relations / General Assembly/ Minutes | not applicable | 0 | https://www.kap.org.tr/en/Bildirim/752984 |
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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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Capital Structure and Investor Relations / Corporate Governance Section
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If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.
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About Us / Capital 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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Responsibilities undertaken by Board Members outside the Company are given in section of the Board of Directors of our Annual Report.
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b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure
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Given in section 3 of the section of Board of Directors, Structure and Independence of the Committees established under the Board in the Corporate Governance Compliance Report in our 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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Available in section of Working Principles of the Board of Directors in the Corporate Governance Compliance Report
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ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation
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Not Applicable
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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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Available in section 13. Other Issues under "Other information related to operations" 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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Available in section 13. Other Issues under "Other information related to operations" section of the Annual Report
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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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No cross ownership
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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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Available under Sustainability section of the Annual Report and our website
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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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Indemnity Policy is available under Investor Relations / Corporate Governance section of the corporate website
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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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16
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Ethics Responsible
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The contact detail of the company alert mechanism
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Ethics website: www.efesethicsline.com (in 5 languages) Ethics phone line: + 90 212 276 33 37 Ethics e-mail: efes@efesethicsline.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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Models supportive of participation in company management by stakeholders including first and foremost the company employees are developed without disrupting the operations of the company. Employees are capable of transmitting their value adding suggestions to the management via our Bi-Fikir system, which is the Anadolu Group Innovation Portal. In addition, ?Human Resources Request & Suggestion Line? that facilitates submission of requisitions and improvement requirements regarding the services provided by our Human Resources function is used effectively by our employees.
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Corporate bodies where employees are actually represented
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Not available
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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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Succession plans are evaluated on a regular basis across Anadolu Efes and other Anadolu Group companies through Organizational Development Meetings involving all employees. Key Management positions are reviewed in this process. Changes in relevant positions are subject to Board approval.
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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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Human Resources Policy is available in our corporate website under Investor Relation Corporate Governance Section. One of our Group?s commitments towards its employees in the course of every relationship, which is part of our working principles and followed strictly without any concession, is not to make any discrimination in terms of race, skin color, age, nationality, gender and religious beliefs. We take pride in different aspects and cultural diversification of our employees and consider such diversification a valuable tool for advancement towards a common objective
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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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Available in Anadolu Efes Code of Business Conduct and Ethics which is in Code of Business Conduct and Ethics under Corporate Governance
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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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Not available
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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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Available in Code of Business Conduct and Ethics under Corporate Governance
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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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The report is available under Sustainability section
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Any measures combating any kind of corruption including embezzlement and bribery
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Available in Anadolu Efes Code of Business Conduct and Ethics which is in Code of Business Conduct and Ethics under Corporate Governance
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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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July 2019
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Whether the board evaluation was externally facilitated
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Evet (Yes)
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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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No duties/authorities delegated
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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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19
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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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Available in section Risk Management and Internal Control Mechanism section of the Corporate Governance Compliance Report
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Name of the Chairman
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Tuncay Ozilhan
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Name of the CEO
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Can Çaka
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If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
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Not 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/en/Bildirim/814372
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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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not available
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The number and ratio of female directors within the Board of Directors
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0
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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 | Economist | 26/06/2000 | Non-Executive | Anadolu Grubu şirketlerinde Yönetim Kurulu Başkanı/Üyesi | Yes | 7,26 | Dependent Member | Not Considered | No | |||||
| KAMİLHAN SÜLEYMAN YAZICI | Male | Deputy Chairman of the Board | Business and administration professionals | 27/04/2017 | Non-Executive | Efes Türkiye Genel Müdürü | Yönetim Kurulu Başkanı - ARGE Danışmanlık A.Ş., Rothschild Türkiye; Yönetim Kurulu Üyesi - Doğuş Oto A.Ş., Borusan Lojistik A.Ş., Altınbaş Holding, Ulusal Temsilci ve Yönetim Kurulu Başkanı - Global Compact Türkiye | Yes | Dependent Member | Not Considered | No | |||||
| JASON GERARD WARNER | Male | Member of the Board | Business and administration professionals | 30/04/2019 | Non-Executive | AB InBev Avrupa Bölgesi Başkanı | Yes | Dependent Member | Not Considered | No | Kurumsal Yönetim Komitesi Üyesi | |||||
| TUĞBAN İZZET AKSOY | Male | Member of the Board | Business and administration professionals | 30/04/2019 | Non-Executive | Anadolu Grubu şirketlerinde Yönetim Kurulu Üyesi | Yes | Dependent Member | Not Considered | No | Riskin Erken Saptanması Komitesi Üyesi | |||||
| RASİH ENGİN AKÇAKOCA | Male | Member of the Board | Business and administration professionals | 28/04/2020 | Non-Executive | Danışman | Yes | Dependent Member | Not Considered | No | Kurumsal Yönetim Komitesi Üyesi | |||||
| MEHMET CEM KOZLU | Male | Member of the Board | Business and administration professionals | 14/05/2007 | Non-Executive | Anadolu Grubu şirketlerinde Yönetim Kurulu üyesi; Yönetim Kurulu Üyesi - Şişecam, Arçelik, Pegasus Hava Yolları, DO & CO Aktiengesellschaft (Viyana), Global İlişkiler Forumu, Koç Holding | Yes | Dependent Member | Not Considered | No | Riskin Erken Saptanması Komitesi Üyesi | |||||
| AHMET BOYACIOĞLU | Male | Member of the Board | Business and administration professionals | 14/04/2016 | Non-Executive | Anadolu Grubu şirketlerinde Yönetim Kurulu Üyesi | Yes | Dependent Member | Not Considered | No | ||||||
| BARIŞ TAN | Male | Member of the Board | Academician | 16/04/2018 | Non-Executive | Koç Üniversitesi - Akademik İşlerden Sorumlu Rektör Yardımcısı, Danışma Kurulu Üyesi - EM Lyon, Nottingham Business School | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/826549 | Considered | No | Riskin Erken Saptanması Komitesi Başkanı | ||||
| UĞUR BAYAR | Male | Member of the Board | Mathematician / Statistician / Actuary | 16/04/2018 | Non-Executive | Yönetim Kurulu Başkanı - WWF Türkiye (Doğal Hayatı Koruma Vakfı); Yönetim Kurulu Üyesi - AG Anadolu Grubu Holding, Coca-Cola İçecek A.Ş., Tekfen Teknoloji Yatırım ve Tic. A.Ş., SAMUMED Biyoteknoloji Şirketi | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/826549 | Considered | No | Kurumsal Yönetim Komitesi Başkanı ve Denetimden Sorumlu Komite Üyesi | ||||
| ŞEVKİ ACUNER | Male | Member of the Board | Business and administration professionals | 16/04/2018 | Non-Executive | Yönetim Kurulu Başkanı - Ukrayna Business Ombudsman Konseyi; Yönetim Kurulu Başkan Vekili - American Chamber of Commerce, Yönetim Kurulu Başkanı - NPC UkrEnergo Yönetim Kurulu Üyesi - Migros, Tekfen Holding, PSJC UkrZaliznytsia | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/826549 | Considered | No | Denetimden Sorumlu Komite Başkanı | ||||
| LALE DEVELİOĞLU | Female | Member of the Board | Industrial Engineer | 20/11/2020 | Non-Executive | Yönetim Kurulu Üyesi - Aksa Akrilik, Kurucu ve Yönetim Kurulu Üyesi - Yönetim Kurulunda Kadın Derneği | No | Independent Member | Considered | No |
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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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5
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Director average attendance rate at board meetings
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%98
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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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Relevant information, documents and presentations are submitted to the Board for information and review 3 to 5 days before the Board meetings
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The name of the section on the corporate website that demonstrates information about the board charter
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Available under Article 14 of the Articles of Association which is available at https://www.anadoluefes.com/en/sayfa/1/643/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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not available
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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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Available under the section 3 of the section of Board of Directors, Structure and Independence of the Committees established under the Board of the Corporate Governance Compliance Report in the Annual Report
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Link(s) to the PDP announcement(s) with the board committee charters
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https://www.kap.org.tr/en/Bildirim/343206
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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) | İzzet Karaca | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Denetim Komitesi (Audit Committee) | Şevki Acuner | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Uğur Bayar | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Kamilhan Süleyman Yazıcı | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Jason Warner | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Hurşit Zorlu | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Yılmaz Argüden | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Aslı Demirel | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Barış Tan | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Tuğban İzzet Aksoy | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Cem Kozlu | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Ben Graham | Hayır (No) | Yönetim kurulu üyesi değil (Not 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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Evaluation of the Board of Directors regarding the working principles and efficiency of Committees constituted within the Board is presented as attachment to Corporate Governance Compliance Report available in our annual Report.
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Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website)
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Evaluation of the Board of Directors regarding the working principles and efficiency of Committees constituted within the Board is presented as attachment to Corporate Governance Compliance Report available in our annual Report.
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Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website)
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Responsibilities of the Nomination Committee are fulfilled by the Corporate Governance Committee. Presented under "Evaluation of the Board of Directors regarding the working principles and efficiency of Committees constituted within the Board" as attachment to Corporate Governance Compliance Report available in our Annual Report.
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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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Presented under "Evaluation of the Board of Directors regarding the working principles and efficiency of Committees constituted within the Board" as attachment to Corporate Governance Compliance Report available in our Annual Report.
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Specify where the activities of the remuneration committee are presented in your annual report or website (Page number or section name in the annual report/website)
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As per the section 3 of section of Board of Directors section of our Corporate Governance Compliance Report which is available in our Annual report responsibilities of the Renumeration Committee are fulfilled by the Corporate Governance Committee. Presented under "Evaluation of the Board of Directors regarding the working principles and efficiency of Committees constituted within the Board" as attachment to Corporate Governance Compliance Report available in our Annual Report.
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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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Available in our Annual Report under "Performance and Guidance" section.
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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 and Compensation Policy / https://www.anadoluefes.com/en/sayfa/1/635/compensation-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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In accordance with the Article 4.6.5 of Corporate Governance Principles, the remunerations and all other benefits provided to Board members and managers having administrative responsibilities are made public through our annual report. The remuneration of the independent Board members is included and it is also stated that the other members of the Board are not getting paid. As in previous years, the total amount of salaries paid to executives with administrative responsibility has been included and no breakdown has been given on a person basis.
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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) | %83 | %17 | 4 | 4 | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %17 | %25 | 4 | 4 |
