İZMİR DEMİR ÇELİK SANAYİ A.Ş.IZMDC |
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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The company did not hold investor conferences and meetings throughout the year.
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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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There was no request for a special auditor.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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There was no request for a special auditor at the general assembly meeting.
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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/1022040
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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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Documents related to the General Assembly meeting held in 2022 were presented in Turkish.
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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 transaction without the approval of the majority of the independent members or the unanimous consent of the participants.
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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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None.
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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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None.
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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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Based on Investor Relations/Corporate/Policies and Pricing
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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/1030912
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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 13
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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The Ordinary General Assembly Meeting for 2021 was held physically and electronically with the participation of 66.23% of the shareholders.
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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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%58,13
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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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Minority rights are not expanded in terms of content and ratio with the articles of association.
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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/Policies and Pricing Principles
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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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None.
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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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None.
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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 |
17/05/2022 | 0 | %66,23 | %8,1 | %58,13 | Investor Relations/Explanations and Notices/General Assembly/Meeting Minutes | Investor Relations/Explanations and Notices/General Assembly/General Assembly Questions and Answers | None. | 16 | https://www.kap.org.tr/tr/Bildirim/1032332 |
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/Partnership 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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1.1. Members of the Board of Directors
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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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1.3. Number, Structure and Independence of Committees Established by the Board of Directors
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c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings
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1.2. Working Principles of the Board of Directors
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ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation
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There are no legislative changes that could significantly affect the company's 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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There are no significant lawsuits filed against the company.
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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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Company auditing, rating, consulting, etc. In all the services it receives, utmost care is taken to comply with the relevant legislation and professional ethical rules.
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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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4.6. Information on Group Companies
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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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Ethical Rules and Social Responsibility
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3.1. Corporation’s Policy on Stakeholders
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The name of the section on the corporate website that demonstrates the employee remedy or severance policy
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The company is fully compatible with the business legislation, working legislation and social security legislation on compensation. Other than that, there is no 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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5
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Audit and Corporate Management Committee
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The contact detail of the company alert mechanism
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0232 441 50 50
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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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There is no section on the corporate website with internal regulations related to the participation of employees in the administrative bodies.
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Corporate bodies where employees are actually represented
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Our employees, subsidiaries and other stakeholders are informed through meetings. The information and opinions of the stakeholders are always taken into consideration by the company management in terms of participation in important decisions that may lead to rights and results.
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3.3. Human Resources Policy
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The role of the board on developing and ensuring that the company has a succession plan for the key management positions
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The approval of the Board of Directors is sought in the development of the successor plan for lock administrative positions.
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The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy.
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The principles of our company's human resources policy; - Providing the educated labor force with qualifications for our existing works, - Increasing the knowledge and motivation of the personnel through various trainings, - Career planning, - Since the establishment of the company, the development of the institutional behavior by determining the limits of practices with regulations, - Worker -employer relations dialogue and mutual trust It can be listed as the continuity of the working environment created in peace and peace.
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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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Task definitions and distributions can reach all employees From a common area, performance and reward criteria are announced to employees through written announcements and employee representatives. No complaints about discrimination to our company.
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The number of definitive convictions the company is subject to in relation to health and safety measures
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There is no final judgment against the company due to liability related to work accidents.
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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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Although there are no ethical rules published on our company's website, it is natural that the general ethical rules are also valid for our company.
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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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In terms of social responsibility, our investments for the environment are carried out in line with quality certificates. Our company is appreciated in this regard with the awards received from local industry chambers, as well as not experiencing any environmental problems and no lawsuits against us. Our company leads within the framework of ethical rules in group work with public and sector representatives during the determination of sectoral needs, development of regional infrastructure and regulation of regulations. In addition, support is provided for the realization of cooperation between industry and vocational schools / universities. Our company pays utmost attention to ensuring and maintaining the standards in quality certificates. In addition, our social responsibility activities are included in the Ethical Rules and Social Responsibility section of the Annual Report.
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Any measures combating any kind of corruption including embezzlement and bribery
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All kinds of corruption, including extortion and bribery, are constantly monitored by the Company's electronic systems and the Executives and Internal Audit unit.
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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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-
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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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At the meeting of the Board of Directors dated 02.06.2021 and numbered 18, Halil ŞAHİN was elected as the Chairman of the Board of Directors and Nuri ŞAHİN was elected as the Vice Chairman of the Board of Directors.
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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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-
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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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4.5. Internal Control Mechanism
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Name of the Chairman
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Halil ŞAHİN
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Name of the CEO
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Nuri ŞAHİN
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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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Chairman of the board of directors and chief executive officer/general manager 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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The damages to be caused by the faults of the members of the board of directors during their duties in the company are not insured for a price exceeding 25% of the company's capital.
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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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The company does not have a diversity policy to increase the ratio of female board members.
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The number and ratio of female directors within the Board of Directors
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The company does not have a female Board Member.
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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 |
HALİL ŞAHİN | Male | Chairman of the Board | Businessman / Businesswoman | 17/10/2005 | Executive | Yönetim Kurulu Başkanı | Şahin Şirketler Grubu Holding A.Ş. YK Başkanı, Akdemir Çelik Sanayi ve Tic. A.Ş. YK Başkanı, İDÇ Denizcilik Sanayi ve Ticaret A.Ş. YK Başkanı, Şahin Koç Çelik Sanayi A.Ş. YK Başkanı, Türkiye Çelik Üreticileri Derneği YK Üyesi. | Yes | 3,76 | Yoktur. | Dependent Member | Yoktur. | Not Considered | No | Yoktur. | |
NURİ ŞAHİN | Male | Vice Chairman of the Board | Businessman / Businesswoman | 17/10/2005 | Executive | Yönetim Kurulu Başkan Yardımcılığı ve İcra Kurulu Başkanlığı | İzdemir Enerji Elektrik Üretim A.Ş. YK Başkanı, Şahin Şirketler Grubu Holding A.Ş. YK Başkan Yrd. ve İcra Kurulu Başkanı, Akdemir Çelik Sanayi ve Tic. A.Ş YK Başkan Yrd., İDÇ Liman İşletmeleri A.Ş. YK Başkan Yrd., İDÇ Denizcilik Sanayi ve Tic. A.Ş. YK Başkan Yrd., Şahin-Koç Çelik Sanayi A.Ş. YK Üyesi. | Yes | 3,11 | Yoktur. | Dependent Member | Yoktur. | Not Considered | No | Yoktur. | |
AHMET BAŞTUĞ | Male | Member of the Board | Businessman / Businesswoman | 17/10/2005 | Non-Executive | Yönetim Kurulu Üyeliği,Kurumsal Yönetim Komitesi Üyesi ve Riskin Erken Saptanması Komitesi Üyeliği | İDÇ Liman İşletmeleri A.Ş. YK Başkanı, Karbeyaz Çimento Madencilik Sanayi ve Ticaret A.Ş. YK Başkanı, Agora Sigorta Aracılık Hizmetleri A.Ş. Yönetim Kurulu Başkanı, İzdemir Enerji Elektrik Üretim A.Ş. İcra Kurulu Üyesi, Şahin Koç Çelik Sanayi A.Ş. YK Başkan Yrd., Şahin Şirketler Grubu Holding A.Ş. YK Üyesi, Akdemir Çelik Sanayi ve Tic. A.Ş. YK Üyesi, İDÇ Denizcilik Sanayi ve Ticaret A.Ş. YK Üyesi. | Yes | 1,35 | Yoktur. | Dependent Member | Yoktur. | Not Considered | No | Kurumsal Yönetim Komitesi Üyesi ve Riskin Erken Saptanması Komitesi Üyesi | |
MAHMUT NEDİM KOÇ | Male | Member of the Board | Businessman / Businesswoman | 31/03/2015 | Non-Executive | Yönetim Kurulu Üyeliği | Dagi Giyim Sanayi ve Ticaret A.Ş., Dagi Yatırım Holding A.Ş. Eros Tekstil İnşaat Sanayi ve Ticaret A.Ş. ve Hacı Eyyüp KOÇ Vakfında Yönetim Kurulu Başkanı, Akdemir Çelik Sanayi ve Ticaret A.Ş., İDÇ Liman İşletmeleri A.Ş., İzdemir Enerji Elektrik Üretim A.Ş. ve İDÇ Denizcilik Sanayi ve Tic. A.Ş.? de Yönetim Kurulu üyesi | Yes | 3,03 | Yoktur. | Dependent Member | Yoktur. | Not Considered | No | Yoktur. | |
HAKKI CİVAN POYRAZOĞLU | Male | Member of the Board | Mechanical Engineer | 03/04/2018 | Non-Executive | Bağımsız Yönetim Kurulu Üyeliği, Denetimden Sorumlu Komite Başkanı ve Riskin Erken Saptanması Komitesi Başkanı | Makine Mühendisliği | Yes | 0 | Yoktur. | Independent Member | https://www.kap.org.tr/tr/Bildirim/925116 | Considered | No | Denetimden Sorumlu Komite Başkanı ve Riskin Erken Saptanması Komitesi Başkanı | |
CANER BAYAZIT EMİROĞLU | Male | Member of the Board | Engineer | 17/05/2022 | Non-Executive | Yoktur. | Yoktur. | Yes | 0 | Yoktur. | Independent Member | https://www.kap.org.tr/tr/Bildirim/1022038 | Considered | No | Denetimden Sorumlu Komite Üyesi ve Kurumsal Yönetim Komitesi Başkanı |
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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29
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Director average attendance rate at board meetings
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%80
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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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15
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The name of the section on the corporate website that demonstrates information about the board charter
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How the meetings of the board of directors will be held are stated in Article 9.3 of the Articles of Association. specified in the article. The relevant Articles of Association can be found in the Website/Investor Relations/Corporate section.
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Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
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There is no policy that restricts members from taking on other duties outside the company. The member with the highest number of assignments outside the company has 8 duties and the average number of outside duties that all members of the board of directors take part in is 6.
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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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1.3. Number, Structure and Independence of Committees Established by the Board of Directors
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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/203670
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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) | - | Hakkı Civan POYRAZOĞLU | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Caner Bayazıt EMİROĞLU | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Caner Bayazıt EMİROĞLU | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Ahmet BAŞTUĞ | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Remzi Okan GÖKDEMİR | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Hakkı Civan POYRAZOĞLU | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Ahmet BAŞTUĞ | 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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1.3. Number, Structure and Independence of Committees Established by the Board of Directors
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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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1.3. Number, Structure and Independence of Committees Established by the Board of Directors
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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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1.3. Number, Structure and Independence of Committees Established by the Board of Directors
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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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1.3. Number, Structure and Independence of Committees Established by the Board of Directors
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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 Board of Directors Remuneration Committee.
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4.6. Financial Rights
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Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)
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4. COMPANY ACTIVITIES AND DEVELOPMENTS, 5. FINANCIAL STATUS, 6. RISKS AND EVALUATION OF THE BOARD
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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/Policies and Pricing Principles
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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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2. FINANCIAL RIGHTS PROVIDED TO MEMBERS OF BOARD OF DIRECTORS AND SENIOR EXECUTIVES
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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 | 5 | 5 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %66,67 | %33,34 | 5 | 5 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %50 | 6 | 6 |