COCA-COLA İÇECEK A.Ş.CCOLA |
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 2023, CCI management and the Investor Relations Department attended 9 investor conferences, 3 roadshows and lots of investor and analyst calls and meetings. During these events, CCI met 433 (*) investors and analysts. CCI organized 4 webcasts, each day after the quarterly earnings releases to discuss the related quarter's operational and financial performance. Furthermore, inverstor relations department responded to individual investor questions via telephone and e-mail. *Includes multiple meetings with the same person(s).
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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/1125281 https://www.kap.org.tr/en/Bildirim/1125727 https://www.kap.org.tr/en/Bildirim/1129548 https://www.kap.org.tr/en/Bildirim/1134098 https://www.kap.org.tr/en/Bildirim/1140173
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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 such transactions in 2023.
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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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https://www.kap.org.tr/en/Bildirim/1219208 https://www.kap.org.tr/en/Bildirim/1140182
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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/1131337
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The name of the section on the corporate website that demonstrates the donation policy of the company
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Investor Relations / Corporate Governance / Policies / 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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The donation policy is provided in the Article 15 of the Company's Articles of Association. The notification of the latest Articles of Association approved by the General Assembly is available at https://www.kap.org.tr/en/Bildirim/1140173
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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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Participation in the General Assembly meetings is set out in Article 10 of the Articles of Association. Although there is no provision in our Articles of Association, the General Assembly meetings of our company are open to public including the stakeholders and the media without having the right to speak.
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Board member of our Company Mr. Mehmet Hurşit Zorlu, the partner of independent audit company, shareholders and company employees attended the ordinary general assembly meeting held on 7 April 2023
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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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%40,12
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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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Investor Relations / Corporate Governance / Policies / 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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The Board of Directors had no proposal to the General Assembly for not distributing dividends.
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PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
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Not applicable
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General Meeting Date | The number of information requests received by the company regarding the clarification of the agenda of the General Shareholders' Meeting | Shareholder participation rate to the General Shareholders' Meeting | Percentage of shares directly present at the GSM | Percentage of shares represented by proxy | Specify the name of the page of the corporate website that contains the General Shareholders' Meeting minutes, and also indicates for each resolution the voting levels for or against | Specify the name of the page of the corporate website that contains all questions asked in the general assembly meeting and all responses to them | The number of the relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactions | The number of declarations by insiders received by the board of directors | The link to the related PDP general shareholder meeting notification |
07/04/2023 | 0 | %92,31 | %0,000011 | %92,31 | Investor Relations / Corporate Governance / General Assembly | Investor Relations / Corporate Governance / General Assembly | 12 | 0 | https://www.kap.org.tr/en/Bildirim/1125281 |
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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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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There are no real person shareholders holding more than 5% of the shares.
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List of languages for which the website is available
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Turkish and 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 /Declarations 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 / Additional Information On Corporate Governance / Board Of Directors / Number, Structure and Independence of the Committees established under the Board
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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 / Corporate Governance Information Form
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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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Corporate Governance / Additional Information On Corporate Governance / Other
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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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Corporate Governance / Additional Information On Corporate Governance / Other
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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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Corporate Governance / Additional Information On Corporate Governance
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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
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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 / Additional Information On Corporate Governance/Informations on the Beneficiaries
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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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Investor Relations / Corporate Governance / 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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15
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Ethics & Compliance Manager
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The contact detail of the company alert mechanism
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CCI Ethics and Compliance Internet Site: www.cciethicsline.com CCI Ethics Line +90-212-371 0732 CCI Ethics Line E-Mail: cci@ccietikhat.com cci@cciethicsline.com ethics@cci.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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Investor Relations/Corporate Governance/Policies/HR Policy
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Corporate bodies where employees are actually represented
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Occupational Health and Safety Committee, Women's Networking Committee, Meal and Cafeteria Service Quality Improvement Committee, Disciplinary Board, Accident Evaluation Committee, Diversity and Inclusion Advisory Committee
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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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At the annual Organizational Development Meetings, determining the key positions of CCI and confirming the back-up health in these areas; if necessary, determination and follow-up of the measures to be taken are discussed. In addition, short / medium and long-term successors of managerial positions above a certain level are evaluated objectively in this context. The Board of Directors is regularly informed by the Human Resources Department that the plan is created and that new executives are trained for key positions through effective implementation. Pursuant to the Company's Articles of Association, under the supervision of the Corporate Governance Committee, the Company's CEO and the Finance Director are elected among the candidates nominated by the Board members elected by the majority of the Group A shares.
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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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Investor Relations / Corporate Governance / Policies / HR 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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Investor Relations / Corporate Governance / Policies Sustainability / Human Rights 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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Investor Relations / Corporate Governance / Code of 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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Sustainability / Reporting / Sustainability Report
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Any measures combating any kind of corruption including embezzlement and bribery
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In order to meet these requirements, CCI has established ethics and compliance management processes and has accepted and published the Code of Ethics. The Code of Ethics clearly prohibits bribery and corruption and obliges employees to show utmost care regarding improper payments made by third parties as well. For this reason, CCI requires all of its suppliers sign the "Basic Principles for Suppliers and Code of Business Management Ethics? and commit them to act in accordance with the law and CCI principles in order to reduce compliance risks that may arise due to third parties. All employees and business partners are expected to have strong understanding of the Code of Ethics and to operate with high level of ethics and integrity as well as full compliance with laws and policies. The violation of the Code of Ethics is not tolerated, and any violation is investigated by the principles of internal investigation procedures. The following rules are adopted for the implementation of the Code of Ethics: - Corporate Governance Committee of CCI ensures full implementation and enforcement of the Code of Ethics. - Implementation of the Code of Ethics is under the responsibility of the Ethics & Compliance Officer and Local Ethics & Compliance Officers. - Investigations concerning Code of Ethics violations are carried out by the Internal Audit or Human Resources or other relevant departments specialized in the relevant subject matter depending on the content of the issue. - All decisions about Code of Ethics violations are issued by Ethics & Compliance Committee. Certain categories of decision are delegated to the local management in accordance with the Guidelines for Handling Code of Ethics Matters. - Independent reporting channels have been established by CCI and made accessible to all stakeholders. Through these channels, counseling can be requested, and concerns can be raised.
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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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April 2020
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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 specific duty was 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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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 / Additional Information On Corporate Governance / Risk Management and Internal Control Mechanism (183)
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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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Karim Yahi
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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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These 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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https://www.kap.org.tr/en/Bildirim/1122798
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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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This information is not available on our website.
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The number and ratio of female directors within the Board of Directors
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The number female directors within the BoD is 1 (one); ratio %8
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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 | Businessman / Businesswoman | 28/06/2000 | Non-Executive | Yönetim Kurulu Başkanı | AG Anadolu Grubu Holding A.Ş.'de Yönetim Kurulu Başkanlığı. Anadolu Grubu Şirketlerinde Yönetim Kurulu Başkanlığı / Üyeliği. Coca-Cola Satış ve Dağıtım A.Ş. Yönetim Kurulu Üyeliği | 0 | A | Dependent Member | ||||||
İLHAN MURAT ÖZGEL | Male | Vice Chairman of the Board | Business and administration professionals | 07/04/2023 | Non-Executive | Yes | Dependent Member | Not Considered | ||||||||
MEHMET HURŞİT ZORLU | Male | Member of the Board | Economist | 17/05/2004 | Non-Executive | Yönetim Kurulu Üyesi | AG Anadolu Grubu Holding A.Ş. İcra Başkanı. Anadolu Grubu şirketlerinde Yönetim Kurulu Üyeliği. Coca-Cola Satış ve Dağıtım A.Ş. Yönetim Kurulu Üyeliği | 0 | A | Dependent Member | Kurumsal Yönetim Komitesi / Üye | |||||
KAMİLHAN SÜLEYMAN YAZICI | Male | Member of the Board | Business and administration professionals | 10/04/2017 | Non-Executive | Yönetim Kurulu Üyesi | AG Anadolu Grubu Holding A.Ş. Yönetim Kurulu Başkan Vekilliği. Anadolu Grubu şirketlerinde Yönetim Kurulu Üyeliği. Coca-Cola Satış ve Dağıtım A.Ş. Yönetim Kurulu Üyeliği | 0 | A | Dependent Member | ||||||
AHMET BOYACIOĞLU | Male | Member of the Board | Business and administration professionals | 11/11/2005 | Non-Executive | Anadolu Grubu şirketlerinde Yönetim Kurulu Üyeliği. Coca-Cola Satış ve Dağıtım A.Ş. Yönetim Kurulu Üyeliği | 0 | A | Dependent Member | |||||||
AGAH UĞUR | Male | Member of the Board | Economist | 29/04/2021 | Non-Executive | Anadolu Grubu şirketlerinde Yönetim Kurulu Üyesi | Borusan Holding Yönetim Kurulu Üyesi, Doğan Holding Yönetim Kurulu Üyesi, Pegasus Havayolları Yönetim Kurulu Üyesi, | Yes | 0 | A | Dependent Member | Riskin Erken Saptanması Komitesi Üyesi | ||||
ALİ GALİP YORGANCIOĞLU | Male | Member of the Board | Business and administration professionals | 13/04/2018 | Non-Executive | AG Anadolu Grubu Holding A.Ş.'de Yönetim Kurulu Üyeliği | 0 | Independent Member | https://www.kap.org.tr/tr/Bildirim/839412 | Considered | No | Riskin Erken Saptanması Komitesi / Başkan | ||||
TALİP ALTUĞ AKSOY | Male | Member of the Board | Managing Director / Chief Executive | 07/04/2023 | Non-Executive | Yes | Dependent Member | Not Considered | ||||||||
UĞUR BAYAR | Male | Member of the Board | Business and administration professionals | 13/04/2018 | Non-Executive | WWF Türkiye (World Wildlife Foundation), Doğal Hayatı Koruma Vakfı?nın Yönetim Kurulu Başkanlığı, Anadolu Holding Yönetim Kurulu üyesi, Anadolu Efes Yönetim Kurulu üyeliği, Tekfen Teknoloji Yatırım ve Tic. A.Ş. Yönetim Kurulu üyeliği ve San Diego merkezli SAMUMED Bioteknoloji Şirketi?nin Yönetim Kurulu Üyeliği | 0 | Independent Member | https://www.kap.org.tr/tr/Bildirim/839412 | Considered | No | Kurumsal Yönetim Komitesi / Başkan | ||||
TAYFUN BAYAZIT | Male | Member of the Board | Banker | 13/04/2018 | Non-Executive | Marsh McLennan Türkiye, Taaleri Portföy, MB (Mediobanca) Advisory Kurumsal Danışmanlık Hizmetleri ve Primist Gayrimenkul Geliştirme ve Yatırım Yönetim Kurulu Başkanı, Marsh (Italy) S.p.A. ve Bereket Enerji Yönetim Kurulu Üyesi, Medical Park MLP Sağlık Hizmetleri AŞ ve Boyner Perakende Bağımsız Yönetim Kurulu Üyesi | 0 | Independent Member | https://www.kap.org.tr/tr/Bildirim/839412 | Considered | No | Denetim Komitesi / Üye | ||||
RASİH ENGİN AKÇAKOCA | Male | Member of the Board | Economist | 18/04/2022 | Non-Executive | - | Çeşitli Anadolu Grubu şirketlerinde yönetim kurulu üyeliği görevi | Yes | Dependent Member | Considered | ||||||
LALE DEVELİOĞLU | Female | Member of the Board | 18/04/2022 | Non-Executive | - | Yes | Independent Member | Considered | No | Kurumsal Yönetim Komitesi |
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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%97
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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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There is no written deadline in this regard. However, the Company Management submits the information and documents to the members for a reasonable period of time before the meetings and makes sure 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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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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While board members are not restricted from taking on additional duties outside the company, as explicitly stated in the Company Code of Ethics, prior written approval from the Chairman of the Board is required to serve as an officer or member of the board of directors of another profit-oriented business. These approvals need to be renewed every year.
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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 / Additional Information On Corporate Governance / Board of Directors / Number, Structure and Independence of the Committees established under the Board (180)
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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/356133
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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) | Ali Galip Yorgancıoğlu | - | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | Tayfun Bayazıt | - | Evet (Yes) | 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) | Lale Develioğlu | - | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Mehmet Hurşit Zorlu | - | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Recep Yılmaz Argüden | - | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Çiçek Uşaklıgil Özgüneş | - | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Ali Galip Yorgancıoğlu | - | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Talip Altuğ Aksoy | - | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Agah Uğur | - | 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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Corporate Governance / Additional Information On Corporate Governance / Board of Directors / Number, Structure and Independence of the Committees established under the Board
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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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Corporate Governance / Additional Information On Corporate Governance / Board of Directors / Number, Structure and Independence of the Committees established under the Board
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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 / Additional Information On Corporate Governance / Board of Directors / Number, Structure and Independence of the Committees established under the Board
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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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Corporate Governance / Additional Information On Corporate Governance / Board of Directors / Number, Structure and Independence of the Committees established under the Board
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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 / Additional Information On Corporate Governance / Board of Directors / Number, Structure and Independence of the Committees established under the Board
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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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Additions
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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Investor Relations / Corporate Governance / Policies / Remuneration Policy
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Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)
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Additions/Footnotes for Consolidated Financial Tables/Benefits to Employees
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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) | - | %80 | %40 | 4 | 4 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %33 | 2 | 6 |