HEKTAŞ TİCARET T.A.Ş.HEKTS |
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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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12 investment companies, 2 portfolio management companies
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1.2. Right to Obtain and Examine Information
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The number of special audit request(s)
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0
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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0
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1.3. General Assembly
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Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
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https://www.kap.org.tr/tr/Bildirim/1125715
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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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There is no such process.
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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 is no such process.
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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 are no transactions exceeding.
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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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PDP announcement on related-party transactions
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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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https://hektas.com.tr/bagis-ve-yardim-politikasi/
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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/1129981
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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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None.
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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There are no restrictions on stakeholders attending 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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None
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The percentage of ownership of the largest shareholder
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%55,37
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1.5. Minority Rights
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Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association
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Hayır (No)
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If yes, specify the relevant provision of the articles of association.
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None
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1.6. Dividend Right
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The name of the section on the corporate website that describes the dividend distribution policy
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https://hektas.com.tr/kar-dagitim-politikasi/
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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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As a result of the calculations made in accordance with the provisions of the Tax Procedure Law and the Corporate and Income Tax Laws from the activities of the 2022 accounting period, the Gross Profit of TRY 477,986,884.33 was achieved, and as a result of the calculations made in accordance with the Capital Markets Board's Communiqué numbered II-14.1, the Gross Profit of TRY 544,685,543.00 was achieved. After setting aside the Primary Legal Reserve, which must be allocated in accordance with the provisions of the Corporate Tax and Turkish Commercial Code, a Net Distributable Profit of TRY 412,585,653.24 in accordance with the provisions of the Tax Procedure Law and the Corporate and Income Tax Laws and of TRY 780,574,674.62 in accordance with the Capital Markets Board's Communiqué numbered II-14.1 remains. The following proposal of the Board of Directors submitted for approval at the 2022 Ordinary General Assembly to be held on March 30, 2023: ?In order to support our growing balance sheet in the 2022 accounting period, the 2022 accounting period distributable profit will not be distributed by evaluating the conditions stipulated in the Company's profit distribution policy, and after the primary legal reserves are set aside, the remaining amount will be recorded in extraordinary reserves.? As a result of the voting, it was accepted by the majority of the votes of the participants with 1,644,332,009.6925 affirmative votes against 1,133,005 negative votes.
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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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https://www.kap.org.tr/tr/Bildirim/1129981
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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 |
| 30/03/2023 | 0 | %64,99 | %0,11 | %64,89 | https://hektas.com.tr/ Investor Relations / General Assembly Meetings | General Assembly Meeting Minutes and List of Attendants | 12 | 303 | https://www.kap.org.tr/tr/Bildirim/1129981 |
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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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Investor Relations Department
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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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https://hektas.com.tr/yatirimci-iliskileri/kurum-kimligi-ve-yonetimi/ortaklik-yapisi/
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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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/Annex-1 Declarations of Independent of the Independent Board of Directors Members
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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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-MANAGEMENT STRUCTURE /COMMITTEE STRUCTURE -CORPORATE GOVERNANCE / WORKING PRINCIPLES OF COMMITTEES
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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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-MANAGEMENT STRUCTURE /Board Members
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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 /Miscellaneous /Information on Legislative Changes That May Significantly Affect Company Activities
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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 /Miscellaneous /Legal Issues
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e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest
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-CORPORATE GOVERNANCE /Miscellaneous / Information on the Conflicts of Interest Between the Company and the Institutions It Provides Services on Issues such as Investment Advisory and Rating, and the Measures Taken by the Company to Prevent These Conflicts of Interest
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f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross ownership subsidiaries that the direct contribution to the capital exceeds 5%
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None.
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g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results
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Social Responsibility Projects
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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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https://hektas.com.tr/tazminat-politikasi/
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The number of definitive convictions the company was subject to in relation to breach of employee rights
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0
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Ethics Committee
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The contact detail of the company alert mechanism
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(0212) 403 34 53
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3.2. Supporting the Participation of the Stakeholders in the Corporation’s Management
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Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies
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None.
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Corporate bodies where employees are actually represented
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None.
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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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https://hektas.com.tr/insan-kaynaklari/kariyer-planlama/
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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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https://hektas.com.tr/insan-kaynaklari/insan-kaynaklari-politikamiz/
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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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https://hektas.com.tr/kurumsal/etik-kurallar/
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The number of definitive convictions the company is subject to in relation to health and safety measures
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0
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3.5. Ethical Rules and Social Responsibility
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The name of the section on the corporate website that demonstrates the code of ethics
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https://hektas.com.tr/kurumsal/etik-kurallar/
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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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https://hektas.com.tr/kurumsal/entegre-yonetim-sistemi-politikasi/
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Any measures combating any kind of corruption including embezzlement and bribery
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It carefully avoids unethical behavior such as bribery, corruption, and abuse of power and supports efforts to eliminate such crimes. It avoids giving or receiving gifts, products, and services that may affect decisions and activities and may cause hesitation because they are symbolic in nature to provide privileges or benefits that are not in line with the course of business.
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4.2. Activity of the Board of Directors
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Date of the last board evaluation conducted
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None.
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Whether the board evaluation was externally facilitated
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Hayır (No)
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Whether all board members released from their duties at the GSM
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Evet (Yes)
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Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties
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We do not have a Managing Director with special authority.
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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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3
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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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-HEKTAŞ 2023 ACTIVITIES / Internal Control Systems
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Name of the Chairman
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OMSAN LOJİSTİK ANONİM ŞİRKETİ (Representative: Eren Ziya DİK)
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Name of the CEO
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Enis Emre TERZİ
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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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They are 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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None.
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The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
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None.
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The number and ratio of female directors within the Board of Directors
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1 and %13
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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 |
| OMSAN LOJİSTİK ANONİM ŞİRKETİ | EREN ZİYA DİK | Male | Chairman of the Board | Managing Director / Chief Executive | 21/07/2023 | Non-Executive | The person acting on behalf of the company | PRESIDENT OF OYAK CHEMICALS AND AGRICULTURE GROUP SECTOR | Yes | Dependent Member | ||||||
| OYTAŞ İÇ VE DIŞ TİCARET ANONİM ŞİRKETİ | CAN ÖRÜNG | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 28/12/2023 | Non-Executive | OYAK GROUP HR PRESIDENT | Yes | Dependent Member | |||||||
| OYAK PAZARLAMA HİZMET VE TURİZM ANONİM ŞİRKETİ | FERHAT BAĞLARLIOĞLU | Male | Member of the Board | Other | 08/05/2024 | Non-Executive | Yes | Dependent Member | ||||||||
| OYAK DENIZCILIK VE LIMAN İŞLETMELERI ANONIM ŞIRKETI | ŞANSEL YILMAZ | Male | Member of the Board | Other | 01/06/2023 | Non-Executive | Yes | Dependent Member | ||||||||
| AKDENİZ CHEMSON KİMYA SANAYİ VE TİCARET ANONİM ŞİRKETİ | GÖZDE ERKOÇ | Female | Member of the Board | Managing Director / Chief Executive | 27/03/2024 | Non-Executive | OYAK Group Legal Director | Yes | Dependent Member | |||||||
| BÜLENT ŞAMİL YETİŞ | Male | Member of the Board | Manager | 31/03/2020 | Non-Executive | Independent Board of Directors Member | COUNSELING | Yes | Independent Member | Considered | No | CHAIRMAN CORPORATE GOVERNANCE COMMITTEE AND EARLY DETECTION OF RISK COMMITTEE MEMBER | ||||
| KADRİ ÖZGÜNEŞ | Male | Member of the Board | Manager | 06/04/2022 | Non-Executive | Independent Board of Directors Member | LECTURER | Yes | Independent Member | Considered | No | CHAIRMAN OF THE EARLY DETECTION OF RISK COMMITTEE - MEMBER OF AUDIT COMMITTEE | ||||
| KURTULUŞ BEDRİ VAROĞLU | Male | Member of the Board | Manager | 03/04/2023 | Non-Executive | LAWYER | Yes | Independent Member | Considered | No | CHAIRMAN OF AUDIT COMMITTEECORPORATE GOVERNANCE COMMITEE MEMBER |
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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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62
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Director average attendance rate at board meetings
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%99
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Whether the board uses an electronic portal to support its work or not
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Hayır (No)
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Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
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5 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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https://hektas.com.tr/yatirimci-iliskileri/kurum-kimligi-ve yonetimi/anasozlesme/
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Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
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None.
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4.5. Board Committees
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Page numbers or section names of the annual report where information about the board committees are presented
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-management structure /committee structure -corporate management / working principles of committees
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Link(s) to the PDP announcement(s) with the board committee charters
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None.
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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) | Kurtuluş Bedri VAROĞLU | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Denetim Komitesi (Audit Committee) | Kadri ÖZGÜNEŞ | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Bülent Şamil YETİŞ | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Kurtuluş Bedri VAROĞLU | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Tuba BEKTAŞ | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Kadri ÖZGÜNEŞ | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Bülent Şamil YETİŞ | Hayır (No) | Yönetim kurulu üyesi (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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https://hektas.com.tr/yatirimci-iliskileri/kurum-kimligi-ve-yonetimi/komite-yonergeleri/
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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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https://hektas.com.tr/yatirimci-iliskileri/kurum-kimligi-ve-yonetimi/komite-yonergeleri/
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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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https://hektas.com.tr/yatirimci-iliskileri/kurum-kimligi-ve-yonetimi/komite-yonergeleri/
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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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https://hektas.com.tr/yatirimci-iliskileri/kurum-kimligi-ve-yonetimi/komite-yonergeleri/
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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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https://hektas.com.tr/yatirimci-iliskileri/kurum-kimligi-ve-yonetimi/komite-yonergeleri/
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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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None.
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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https://hektas.com.tr/ucret-politikasi/
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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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-MANAGEMENT STRUCTURE /BOARD OF DIRECTORS MEMBERS /Financial Rights Provided to Board Members and Senior Managers
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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 | 7 | 5 | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %66 | %66 | 7 | 1 | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %100 | 6 | 6 |
