OTOKAR OTOMOTİV VE SAVUNMA SANAYİ A.Ş.OTKAR |
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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In 2023, 15 online and 4 in-person investor meetings and 57 teleconferences took place.
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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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-
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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-
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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/1113231
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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, available.
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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 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 is 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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Material disclosure regarding common and continuous transactions can be found at: https://www.kap.org.tr/tr/ Bildirim/1111550
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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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The Donation and Sponsorship Policy is available on the corporate web site?s Investor Relations/Corporate Governance section.
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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/1123805
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The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
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Article 15-a
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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General Assembly Meeting was open to the public, including stakeholders and the media without speaking rights.
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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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%44,68
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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/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 company?s ?Consolidated Net Income for the Period? amounted to TL 1,029,118,536 in the financial statements for the fiscal period January 1 ? December 31, 2022 prepared according to the Turkish Financial Reporting standards (TFRS) and audited by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik, and TL 769,605,582 in the statutory records according to the Tax Procedure Law (TPL). - 5% first rank legal reserve required by Article 519 of the Turkish Commercial Code for 2022 did not need to be allocated since the amount of first rank legal reserve has already reached 20% of share capital in tax books as of December 31, 2022. -The tax base was calculated as TL 1,248,855,66 by adding TL 9,737,108 as the amount of donations to the net income of TL 1,239,118,536 in the financial statements prepared according to the TFRS. -The total distributable earnings amounted to TL 1,529,555,958, including the net income for the period in the statutory records according to the Tax Procedure Law (TPL). The Board of Directors? proposal, which included the following, was read out: - Pursuant to the Capital Markets legislation, Article 19 of the company?s Articles of Association, and the provisions of the Dividend Policy approved by the General Assembly on 28.03.2014, not to distribute dividends to reinforce the company?s liquidity and balance sheet structure, taking into account our company?s long-term strategies, investment and financing policies, profitability and cash position, and considering limited long-term financing opportunities and current funding cost levels, - To allocate TL 769,605,582 from current year profit for 2022 in the statutory records according to the Tax Procedure Law as extraordinary reserves and to allocate TL 1,239,118,536 in the financial statements prepared according to TFRS as retained profits. The Board of Directors? proposal was approved by the majority of the votes, with ayes corresponding to 18,156,114.66 against nays corresponding to TL 1.00.
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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/1123805
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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 |
13/03/2023 | 0 | %75,65 | %0,22 | %75,43 | Investor Relations ? General Assembly Meetings | No question has been communicated with respect to Corporate Governance Principle 1.3.5. | - | 0 | https://www.kap.org.tr/tr/Bildirim/1123805 |
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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Investor Relations- Corporate Information ? Shareholder Structure
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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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General Assembly and Corporate Governance Implementation Sections
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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 Implementation Section
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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 Implementation Section
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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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Legal Disclosures Section
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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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Legal Disclosures Section
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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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Legal Disclosures Section
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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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Legal Disclosures Section
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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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Sustainability and Human Resources
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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://www.otokar.com.tr/investor-relations/corporate-governance/principles-of-compensation-application
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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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Internal Audit Department and Ethics Board
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The contact detail of the company alert mechanism
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https://www.otokar.com.tr/iletisim/iletisim-formu
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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 do not have links open to the public.
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Corporate bodies where employees are actually represented
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Otokar employees engage with the management through various means and express their views. Employees have representatives in the Occupational Health and Safety, Discipline and Annual Leave Committees. All employees are able to communicate their ideas on development areas through the electronic suggestion system. The annual Employee Loyalty Survey is conducted with open-ended questions to obtain the opinions of each employee anonymously. Furthermore, there are practices that enable the employees to instantly communicate their requests and suggestions regarding OHS and Employee Experience via the mobile application. There is also a Diversity, Equality and Inclusion channels, where employees share their views and provide direction for the activities. In addition to all these communication channels, insights are derived from the employees through structured methodology such as pulse-keeping surveys and ethnographic surveys throughout the year, and the actions planned within this scope are implemented.
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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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There are succession plans in place for all key executive positions. The succession plans are finalized upon the General Manager?s approval.
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The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy.
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Otokar is a signatory of Women?s Empowerment Principles (WEPs), a joint initiative of UN Women and (UN Global Compact) since 2017. The required qualifications are specified in each job posting. The Code of Ethics also emphasizes equal opportunity in recruitment. https://www.otokar.com.tr/getmedia/75e24879-2d82-46e4-8070- 46f2a20f18d2/yk21-22-uyum-politikalar-ek-etik-%C4%B1lkeler-17092021 https://www.otokar.com.tr/getmedia/a415c390-c32d-4fa3-9880- d9bc6d27e7bb/otokar-%C4%B1nsan-haklari-politikasi_07052021
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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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Anti-discrimination Otokar upholds a zero tolerance policy against discrimination is the fundamental principle in all recruitment, promotion, appointment and training processes. Otokar expects all its employees to act with the same sensitivity toward each other. Otokar ensures that all employees are provided equal rights and opportunities. No form of discrimination or disrespect based on race, gender, skin color, nationality, religion, age, disability, sexual orientation and political opinion will be allowed. https://www.otokar.com.tr/getmedia/a415c390-c32d-4fa3-9880- d9bc6d27e7bb/otokar-%C4%B1nsan-haklari-politikasi_07052021
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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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Code of Ethics and Compliance Policies
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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/Corporate Social Responsibility https://www.otokar.com.tr/surdurulebilirlik/kurumsal-sosyalsorumluluk
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Any measures combating any kind of corruption including embezzlement and bribery
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Principles on these topics are covered in the 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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29.12.2023
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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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No delegation was made among the board members.
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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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Internal audit department presents aggregate information to the audit committee regarding the operations within the year.
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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/Internal Control System and Internal Audit
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Name of the Chairman
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Yıldırım Ali Koç
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Name of the CEO
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Ahmet Serdar Görgüç
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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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-
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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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-
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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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Investor Relations/Corporate Governance/ Board Diversity Policy
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The number and ratio of female directors within the Board of Directors
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1(11%)
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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 |
YILDIRIM ALİ KOÇ | Male | Chairman of the Board | Businessman / Businesswoman | 26/03/2015 | Non-Executive | Chairman of the Board | Deputy Chairman of the Board of Koç Holding A.Ş. - Member of the Board in Koç Group Companies | Yes | Dependent Member | Not Considered | No | |||||
SELİN AYLA ÜNVER | Female | Deputy Chairman of the Board | Businessman / Businesswoman | 22/10/2018 | Non-Executive | Member of the Board | Chairwoman of Ünver Holding A.Ş. | Yes | Dependent Member | Not Considered | No | |||||
LEVENT ÇAKIROĞLU | Male | Member of the Board | Managing Director / Chief Executive | 26/03/2015 | Non-Executive | Member of the Board | Member of the Board and CEO of Koç Holding A.Ş, Member of the Board in Koç Group Companies | Yes | Dependent Member | Not Considered | No | Member of Corporate Governance Committee | ||||
HAYDAR YENİGÜN | Male | Member of the Board | Managing Director / Chief Executive | 21/03/2022 | Non-Executive | President of Koç Holding A.Ş. Automotive Group, Member of the Board in Koç Group Companies | Yes | Dependent Member | Not Considered | No | Member of Risk Management Committee | |||||
İSMAİL CENK ÇİMEN | Male | Member of the Board | Managing Director / Chief Executive | 18/03/2019 | Non-Executive | Member of the Board | Yes | Dependent Member | Not Considered | No | ||||||
AHMET SERDAR GÖRGÜÇ | Male | Member of the Board | Managing Director / Chief Executive | 27/03/1998 | Executive | Member of the Board,CEO | Yes | Dependent Member | Not Considered | No | ||||||
ALİ İHSAN İLKBAHAR | Male | Member of the Board | Other | 16/03/2020 | Non-Executive | Member of the board | Member of the Board in Koç Group Companies | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1113231 | Considered | No | Chairman of Corporate Governance Committee | |||
ALİ İHSAN KAMANLI | Male | Member of the Board | Other | 15/03/2018 | Non-Executive | Member of the Board | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1113231 | Considered | No | Member of Audit Committee | ||||
KENAN GÜVEN | Male | Member of the Board | Other | 15/03/2018 | Non-Executive | Member of the Board | Chairman of Turkish Heart Association | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1113231 | Considered | No | Chairman of Risk Management Committee, Chairman of Audit Committee |
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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3
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Director average attendance rate at board meetings
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%89
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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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There is no such practice.
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The name of the section on the corporate website that demonstrates information about the board charter
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There is no such practice.
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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 such practice.
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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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Members of the Board of Directors and Members of the Committees section
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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/1023670
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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) | - | Kenan Güven | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Ali İhsan Kamanlı | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Ali İhsan İlkbahar | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Levent Çakıroğlu | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Hüseyin Odabaş | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Kenan Güven | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Haydar Yenigün | 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 Implementation ? Committees formed by 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 Implementation ? Committees formed by 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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There is no nomination committee. Corporate governance committee carries out its tasks.
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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 Implementation ? Committees formed by 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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There is no remuneration committee. Corporate governance committee carries out its tasks.
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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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Board of Directors? Annual Report
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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Investor Relations ? Corporate Governance
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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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General Assembly Section ? Remuneration Policy
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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 | 7 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %67 | %33 | 6 | 6 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %50 | 6 | 6 |