FORD OTOMOTİV SANAYİ A.Ş.FROTO |
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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10 Roadshow&Conference / 350 Meeting
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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/en/Bildirim/1113041
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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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Presented.
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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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https://www.kap.org.tr/en/Bildirim/1256109
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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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There is no such transaction.
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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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"It is available on our corporate website with the title of Corporate - About Ford Otosan - Compliance Policies : https://www.fordotosan.com.tr/documents/Kurumsal_Politikalar/fo_donation_and_sponsorship_policy.pdf The PDP link: https://www.kap.org.tr/en/Bildirim/918522"
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The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved
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The PDP link related to the General Shareholder's Meeting where the upper limit for donations and grants is determined: https://www.kap.org.tr/en/Bildirim/1011801
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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
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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The General Assembly was held publicly, including stakeholders and media, without the right to speak
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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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Although there is no voting privilege in accordance with our articles of association, the shares of our company, which is a joint venture, consist of groups with the privilege of nominating candidates.
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The percentage of ownership of the largest shareholder
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%41,04
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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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"It is available on our corporate website with the title of Corporate - About Ford Otosan - Compliance Policies. https://www.fordotosan.com.tr/documents/Documents/yatirimci_iliskileri/Dividend_Policy_en.pdf"
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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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Dividend is distributed.
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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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-
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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 |
09/03/2023 | 0 | %88 | %0,01 | %88 | "It is available on our corporate website with the title of Investors - Announcements - General Assembly. https://www.fordotosan.com.tr/en/investors/announcements/general-assembly" | "It is available on our corporate website with the title of Investors - Announcements - General Assembly. https://www.fordotosan.com.tr/en/investors/announcements/general-assembly" | - | 0 | https://www.kap.org.tr/en/Bildirim/1122321 |
26/10/2023 | 0 | %88 | %0,02 | %88 | "It is available on our corporate website with the title of Investors - Announcements - General Assembly. https://www.fordotosan.com.tr/en/investors/announcements/general-assembly" | "It is available on our corporate website with the title of Investors - Announcements - General Assembly. https://www.fordotosan.com.tr/en/investors/announcements/general-assembly" | - | 0 | https://www.kap.org.tr/en/Bildirim/1210401 |
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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Corporate Governance - Board of Directors, Executive Team, Policies, Shareholder Structure, Code of Conduct, Articles of Incorporation, Corporate Governance Reports, Trade Registry; Announcements - Material Disclosures, General Assembly, Financial Announcements
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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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"It is available on our corporate website with the title of Investors -Corporate Governance - Shareholder Structure https://www.fordotosan.com.tr/en/investors/corporate-governance/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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"Board of Directors and Committees" and "Declaration for Independency"
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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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"Board of Directors and 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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"Board of Directors and Committees"
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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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"Material Developments Regarding Company Operations"
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d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof
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"Material Developments Regarding Company Operations"
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e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest
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"Material Developments Regarding Company Operations"
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f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross ownership subsidiaries that the direct contribution to the capital exceeds 5%
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"Material Developments Regarding Company Operations"
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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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"Future.Now. For Human", "Talent and Career Management" and "Future.Now. For Community"
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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.fordotosan.com.tr/documents/Politikalar/compensation-policy-decision-paper_2023_06_09_exec_web.pdf
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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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38
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Internal Audit Leader, HR and Transformation Leader, Legal Leader, Company Ethics Coordinator
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The contact detail of the company alert mechanism
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"https://www.fordotosan.com.tr/en/corporate/about-ford-otosan/ethics https://secure.ethicspoint.eu/domain/media/en/gui/109880/index.html"
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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 public link to internal regulations.
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Corporate bodies where employees are actually represented
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"Both unionized and non-unionized colleagues participate in the management with different methods and share their views. With the Employee Engagement Survey conducted every year, the opinion of each of our colleagues is taken anonymously in the form of questionnaires and open-ended responses. Information about the company is shared with employees, dealers and other stakeholders through various communication meetings and questions and comments of these stakeholders are also taken."
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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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"A succession plan is created for all key management positions. This Succession Plan is finalized by submitting it to the approval of the Chairman of the Board of Directors, following the approval of the Ford Otosan Leader (General Manager). The Board of Directors checks that this function is carried out effectively. Information regarding the Succession Plan is included in the Career Management section of the Integrated Annual Report. "
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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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"It is available on our corporate website with the title of Corporate - About Ford Otosan - Compliance Policies - Declaration on Equality at Work. https://www.fordotosan.com.tr/documents/Documents/Surd_Raporlari/FO_DECLARATION_ON_EQUALITY_AT_WORK.pdf"
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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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"It is available on our corporate website with the title of Corporate - About Ford Otosan - Compliance Policies - Code of Conduct and Ethical Rules. https://www.fordotosan.com.tr/documents/Kurumsal_Politikalar/calisma-lkeleri-ve-etik-kurallari.pdf"
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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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4
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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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"It is available on our corporate website with the title of Corporate - About Ford Otosan - Compliance Policies - Code of Ethics. https://www.fordotosan.com.tr/documents/Kurumsal_Politikalar/Code_of_Ethics_EN.pdf"
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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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"It is available on our corporate website with the titles of ""Compliance Policies"" and ""Sustainability"". https://www.fordotosan.com.tr/documents/Documents/Surd_Raporlari/ford-otosan-cevre-ve-enerji-politikasi-EN.pdf https://www.fordotosan.com.tr/en/sustainability/sustainability-reports"
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Any measures combating any kind of corruption including embezzlement and bribery
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"It is available on our corporate website with the titles of Corporate - About Ford Otosan - Compliance Policies - ""Anti-Bribery and Corruption Policy"" and ""Gifts and Entertainment Policy"". https://www.fordotosan.com.tr/documents/Kurumsal_Politikalar/anti-bribery-and-corruption-policy.pdf https://www.fordotosan.com.tr/documents/Kurumsal_Politikalar/gifts-and-entertainment-policy.pdf"
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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 has been made among the members 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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8
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Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls
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Internal Control System & Internal Audit
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Name of the Chairman
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Ali Y. Koç
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Name of the CEO
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Güven Özyurt
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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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In Article 10 of the Diversity Policy, it is stated that "We consider only the knowledge and expertise of the board members in the nomination process. We attach importance to the diversity of experiences and talents of the board members. We aim for a minimum of 25% female membership on the Ford Otosan Board of Directors.https://www.fordotosan.com.tr/en/investors/corporate-governance/policies?page=2
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The number and ratio of female directors within the Board of Directors
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3 (%27)
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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 | 24/07/1997 | Non-Executive | Board Member | Koç Holding A.Ş. Board Member | Yes | Group B | Dependent Member | ||||||
JAMES KIERAN VINCENT CAHILL | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 21/03/2022 | Non-Executive | - | Vice President (Ford Blue Industrial Operations Europe and IMG) | No | Group C | Dependent Member | Remuneration Committee Member | |||||
MUSTAFA RAHMİ KOÇ | Male | Member of the Board | Businessman / Businesswoman | 11/02/1961 | Non-Executive | Board Member | Honorary Chairman of Koç Holding A.Ş. | Yes | Group B | Dependent Member | ||||||
WILLIAM RICHARD PERIAM | Male | Member of the Board | Managing Director / Chief Executive | 11/09/2013 | Non-Executive | Board Member. Deputy General Manager | CFO, Ford Avrupa | Yes | Group C | Dependent Member | Corporate Governance Committee Member, Early Determination and Management of Risk Committee Member | |||||
HAYDAR YENİGÜN | Male | Member of the Board | Managing Director / Chief Executive | 15/02/2012 | Non-Executive | Board Member | President, Automotive Group | No | Group B | Dependent Member | Corporate Governance Committee Member, Early Determination and Management of Risk Committee Member, Remuneration Committee Member | |||||
FATMA FÜSUN AKKAL BOZOK | Female | Member of the Board | Managing Director / Chief Executive | 19/03/2018 | Non-Executive | - | - | Yes | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1003054 | Considered | No | Early Determination and Management of Risk Committee Chairperson, Remuneration Committee Chairperson, Audit Committee Member, Chairperson of the Corporate Governance Committee | ||
LEVENT ÇAKIROĞLU | Male | Member of the Board | Managing Director / Chief Executive | 21/03/2022 | Non-Executive | - | Koç Holding A.Ş. Board Member-CEO | Yes | Group B | Dependent Member | ||||||
GÜVEN ÖZYURT | Male | Member of the Board | Managing Director / Chief Executive | 21/03/2022 | Executive | General Manager, Assistant General Manager (Operations) | - | No | Group B | Dependent Member | ||||||
JOSEPHİNE MARY PAYNE | Female | Member of the Board | Managing Director / Chief Executive | 07/07/2023 | Executive | - | - | No | C Grubu | Dependent Member | ||||||
KATJA WINDT | Female | Member of the Board | Managing Director / Chief Executive | 01/06/2022 | Non-Executive | - | - | No | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1041060 | Considered | No | Audit Committee Member, Corporate Governance Committee Member | ||
JOHAN EGBERT SCHEP | Male | Member of the Board | Managing Director / Chief Executive | 15/11/2019 | Non-Executive | Member of the Board | General Manager, Ford PRO Europa | Yes | Group C | Dependent Member | No | |||||
JOHN MICHAEL DAVIS | Male | Member of the Board | Managing Director / Chief Executive | 03/04/2024 | Non-Executive | Director, Ford Pro Electric Vehicle Van and Bus Programs | No | Group C | Dependent Member | No |
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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10
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Director average attendance rate at board meetings
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%76
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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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The agenda and related briefing note for periodic meetings are communicated to all Board members one week before the Board meeting.
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The name of the section on the corporate website that demonstrates information about the board charter
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The working principles of the Board of Directors are an internal regulation of the company and are not published on the Corporate Website.
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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 upper limit set on this matter, but it is expected that the Board of Directors allocate sufficient time for company affairs, attend Ford Otosan's Board of Directors meetings regularly, ask questions and make suggestions at these types of meetings, and make dissenting opinions when they believe the decisions taken are not in the best interests of Ford Otosan.
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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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Board of Directors and Committees
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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/en/Bildirim/1132248 The working principles are also available on our website's Board Committees page. https://www.fordotosan.com.tr/en/investors/corporate-governance/board-committees"
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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) | Fatma Füsun Akkal Bozok | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Katja Windt | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Fatma Füsun Akkal Bozok | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Haydar Yenigün | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | William R. Periam | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Saibe Gül Ertuğ | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Fatma Füsun Akkal Bozok | 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) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | William R. Periam | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Ücret Komitesi (Remuneration Committee) | Fatma Füsun Akkal Bozok | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Ücret Komitesi (Remuneration Committee) | Haydar Yenigün | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Ücret Komitesi (Remuneration Committee) | James Kieran Vincent Cahill | 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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"It is available on our corporate website with the title of Investors - Corporate Governance - Board Committees. https://www.fordotosan.com.tr/documents/komite/audit_committee_working_principles_2020.pdf . In our integrated annual report the respective information is under Board of Directors and Committees section"
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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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"It is available on our corporate website with the title of Investors - Corporate Governance - Board Committees. https://www.fordotosan.com.tr/documents/komite/corporate_governance_committee_working_principles_2020(1).pdf The relevant section is included in Our Integrated Annual Report under the section ""Board of Directors and Committees""."
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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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Its duties are fullfilled by the Corporate Governance Committee.
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Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)
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"It is available on our corporate website with the title of Investors - Corporate Governance - Board Committees. https://www.fordotosan.com.tr/documents/komite/risk_committee_working_principles_2020.pdf The relevant section is included in Our Integrated Annual Report under the section ""Board of Directors and Committees""."
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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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"It is available on our corporate website with the title of Investors - Corporate Governance - Board Committees. https://www.fordotosan.com.tr/documents/komite/remuneration_committee_working_principles_2020.pdf. The relevant section is included in Our Integrated Annual Report under the section ""Board of Directors and Committees""."
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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' Report, Chairman's Message, Ford Otosan Leader's Message
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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"It is available on our corporate website with the title of Corporate - About Ford Otosan - Compliance Policies. https://www.fordotosan.com.tr/documents/Documents/yatirimci_iliskileri/RemunertionPolicy.pdf"
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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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"Remunarion Policy for the Board of directors and Senior Executives Notes to the Financial Statements - Note 27 (n)"
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Names Of The Board Committees | Name of committees defined as "Other" in the first column | The Percentage Of Non-executive Directors | The Percentage Of Independent Directors In The Committee | The Number Of Meetings Held In Person | The Number Of Reports On Its Activities Submitted To The Board |
Denetim Komitesi (Audit Committee) | %100 | %100 | 4 | 4 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %100 | %40 | 2 | 2 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %33 | 4 | 6 | |
Ücret Komitesi (Remuneration Committee) | %100 | %33 | 1 | 1 |