BRİSA BRIDGESTONE SABANCI LASTİK SANAYİ VE TİCARET A.Ş.BRISA |
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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40
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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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Special auditor was not requested.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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Special auditor was not requested.
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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/1116202
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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 was no such transaction.
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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 was no such transaction.
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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/en/Bildirim/1116195
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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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About Us/Ethical Principles and Policies
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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/424828
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The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
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Articles of Association Article 17-23
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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The Members of the Board of Directors, Shareholders and representatives, The Company Auditor, The General Secretary and personnels who have responsibilities for General Assembly participated to the meeting.
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1.4. Voting Rights
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Whether the shares of the company have differential voting rights
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Hayır (No)
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In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
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None
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The percentage of ownership of the largest shareholder
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%43,63
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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 enlarged.
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1.6. Dividend Right
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The name of the section on the corporate website that describes the dividend distribution policy
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Investor Relations/Corporate Governance/ 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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Irrelevant (in 2023, the BoD proposed dividend distribution to the General Assembly).
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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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Irrelevant (in 2023, the BoD proposed dividend distribution to the General Assembly).
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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 |
27/03/2023 | 0 | %88,9 | %0,7 | %88,2 | Investor Relations/Corporate Governance/General Assembly | Investor Relations/Corporate Governance/General Assembly | - | 0 | https://www.kap.org.tr/en/Bildirim/1128210 |
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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About Us and Investor Relations sections
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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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Investor Relations/Corporate/Shareholder Structure
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List of languages for which the website is available
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TR/ENG
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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 Compliance Report "Board of Directors" ve "Statements of Independence"
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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 Compliance Report "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 Compliance Report "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 has not been any amendments in the legislation, which may significantly affect the activities of the corporation; Annual Report of The Board of Directors for the Period 1 January ? 31 December 2023 "Operations and Important Developments Related to 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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There has not been any significant lawsuits filed against the corporation and the possible results thereof; Annual Report of The Board of Directors for the Period 1 January ? 31 December 2023 "Operations and Important Developments Related to Operations"
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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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There has not been any conflicts of interest; Annual Report of The Board of Directors for the Period 1 January ? 31 December 2023 "Operations and Important Developments Related to Operations"
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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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There are no cross ownership subsidiaries; Corporate Governance Compliance Report "Voting Rights and Minority Rights"
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g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results
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"Human Resources" ve "Corporate Social Responsibility"
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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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There is no employee severance and remedy policy. A paragraph on the matter was added to the Human Resources 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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There has not been any definitive convictions the Company was subject to in relation to breach of employee rights.
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Ethics Board
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The contact detail of the company alert mechanism
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t.gok@brisa.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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Internal regulations addressing the participation of employees on management bodies are not demonstrated in the corporate website.
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Corporate bodies where employees are actually represented
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There are no corporate bodies where employees are actually represented; Petroleum Chemical and Rubber Industry Workers' Union of Türkiye (Lastik-İş) represents the employees.
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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 Corporate Governance Committee oversees the backup efforts for key management positions.
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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/Ethical Principles and Policies: "Human Rights Policy" and "Brisa Code Of Business Ethics"
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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/Ethical Principles and Policies: "Human Rights Policy" and "Brisa Code Of Business Ethics"
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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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There has not been any definitive convictions the Company was subject to in relation health and safety measures.
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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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About Us/Ethical Principles and Policies: "Brisa Code Of Business Ethics"
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The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.
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Investor Relations/Presentation and Reports/Annual Reports/2023/"Corporate Social Responsibility" ve "Corporate Governance Compliance Report" Sustainability/Our Sustainability Approach
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Any measures combating any kind of corruption including embezzlement and bribery
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About Us/Ethical Principles and Policies: "Brisa Anti Bribery 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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December 2023
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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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"Ahmed Cevdet Alemdar, Chairperson of the Board; Tomio Fukuzumi, Vice-Chairperson of the Board; Mustafa Bayraktar, Board Member; Haluk Dinçer, Board Member; Frederic Jean Hubert Cecile Hendrickx, Board Member; Mete Ekin, Board Member; Daniel Jean Pierre Giroud**, Board Member; Haluk Kürkçü, Board Member/General Manager; Sakine Şebnem Önder, Board Member; Mehmet Tanju Ula, Independent Board Member; Ahmet Erdem*, Independent Board Member" (*Was assigned as a successor to Mehmet Kahya as of 1 April 2023. ** Jerome Freddy Pierre Boulet was assigned as his successor as of 1 January 2024).
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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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6
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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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"Internal Audit Activities"
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Name of the Chairman
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Ahmed Cevdet Alemdar
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Name of the CEO
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Haluk Kürkçü
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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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Irrelevant because CEO and Chair functions are not combined.
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Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital
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No PDP notification was made.
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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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There is no section on the corporate website that demonstrates current diversity policy targeting women directors.
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The number and ratio of female directors within the Board of Directors
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1 / %9
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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 |
HALUK KÜRKÇÜ | Male | Member of the Board | Managing Director / Chief Executive | 07/09/2020 | Executive | No | Dependent Member | Not Considered | No | |||||||
Frederic Jean Hubert Cecile HENDRICKX | Male | Member of the Board | Managing Director / Chief Executive | 18/09/2015 | Non-Executive | Bridgestone Europe Legal and Compliance VP | No | Dependent Member | Not Considered | No | ||||||
HALUK DİNÇER | Male | Member of the Board | Managing Director / Chief Executive | 24/01/2020 | Non-Executive | Sabancı Holding Financial Services Group President | Yes | Dependent Member | Not Considered | No | Corporate Governance Committee Member | |||||
Mustafa BAYRAKTAR | Male | Member of the Board | Managing Director / Chief Executive | 19/04/2004 | Non-Executive | Bayraktar Holding Chairman of the Board | No | Dependent Member | Not Considered | No | ||||||
JEROME FREDDY PIERRE BOULET | Male | Member of the Board | Managing Director / Chief Executive | 01/01/2024 | Non-Executive | BSEMIA (Bridgestone Europe, Russia, Middle East, India, and Africa) Supply Chain VP | No | Dependent Member | Not Considered | No | ||||||
TOMIO FUKUZUMI | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 21/12/2022 | Executive | No | Dependent Member | Not Considered | No | Corporate Governance Committee and Early Identification of Risk Committee Member | ||||||
AHMED CEVDET ALEMDAR | Male | Chairman of the Board | Managing Director / Chief Executive | 15/05/2017 | Executive | No | Dependent Member | Not Considered | No | |||||||
METE EKİN | Male | Member of the Board | Managing Director / Chief Executive | 03/07/2017 | Non-Executive | Bridgestone Core Tire Europe President | No | Dependent Member | Not Considered | No | ||||||
SAKİNE ŞEBNEM ÖNDER | Female | Member of the Board | Managing Director / Chief Executive | 20/09/2022 | Non-Executive | No | Dependent Member | Not Considered | No | Early Risk Identification Committee Member | ||||||
MEHMET TANJU ULA | Male | Member of the Board | Managing Director / Chief Executive | 22/03/2018 | Non-Executive | PT Indo Kordsa TBK, Indonesia Directors Committee, Independent Member of the Board | Yes | Independent Member | https://www.kap.org.tr/en/Bildirim/929337 | Considered | No | Head of Audit Committee and Corporate Governance Committee Member | ||||
AHMET ERDEM | Male | Member of the Board | Managing Director / Chief Executive | 01/04/2023 | Non-Executive | Shell Turkiye Country Chair, Chairman of Shell & Turcas and Independent BoD Member at Sabancı Holding | Yes | Independent Member | Considered | No | Head of Early Identification of Risk Committee, Head of Corporate Governance Committee and Audit Committee 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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4 physical meetings
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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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7
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The name of the section on the corporate website that demonstrates information about the board charter
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Investor Relations/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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There is no policy to restrict BoD Members to hold external duties.
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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 Compliance Report "The 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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There are Board Committee Charters in effect but no PDP announcements were made on the matter.
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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) | Mehmet Tanju Ula | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Ahmet Erdem | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ahmet Erdem | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Haluk Dinçer | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Tomio Fukuzumi | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Elif Küçükçobanoğlu | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Ahmet Erdem | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Tomio Fukuzumi | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Sakine Şebnem Önder | 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 Compliance Report/Audit Committee
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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 Compliance Report/Corporate Governance Committee
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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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Annual Report/Corporate Governance Compliance Report/Corporate Governance Committee
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Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)
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Annual Report/Corporate Governance Compliance Report/Early Identification of Risk Committee
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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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Annual Report/Corporate Governance Compliance Report/Corporate Governance Committee
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4.6. Financial Rights
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Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)
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Annual Report/Key Financial and Operational Indicators and Board of Directors' Annual Report/Financial Indicators/Evaluation of Activities in the Reporting Period
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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About Us/Ethical Principles and 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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Annual Report/Corporate Governance Compliance Report/Financial Rights
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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 | 5 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %67 | %33 | 4 | 6 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %67 | %33 | 4 | 6 |