TAT GIDA SANAYİ A.Ş.TATGD |
1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
Held 64 investor & analyst meetings and 3 investor webcasts
| |
1.2. Right to Obtain and Examine Information
|
||
The number of special audit request(s)
|
-
| |
The number of special audit requests that were accepted at the General Shareholders' Meeting
|
-
| |
1.3. General Assembly
|
||
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
|
https://www.kap.org.tr/tr/Bildirim/1116498
| |
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
KAP announcements are made in Turkish. English translations of annual reports are made available at the general assembly meetings.
| |
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
|
There is no such transaction in 2023
| |
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)
|
There is no such transaction in 2023
| |
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)
|
The PDP link regarding common and continuous related party transactions can be found at: https://www.kap.org.tr/tr/Bildirim/1116158
| |
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Sustainability/Policies/ Tat Gıda Donations and Sponsorship Policy
| |
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved
|
https://www.kap.org.tr/tr/Bildirim/919441
| |
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
Provided in Article 15 of our Articles of Association.
| |
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
General assembly meeting was held open to the public, including stakeholders and the media, without having the right to speak.
| |
1.4. Voting Rights
|
||
Whether the shares of the company have differential voting rights
|
Hayır (No)
| |
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
|
No
| |
The percentage of ownership of the largest shareholder
|
%43,7
| |
1.5. Minority Rights
|
||
Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association
|
Hayır (No)
| |
If yes, specify the relevant provision of the articles of association.
|
-
| |
1.6. Dividend Right
|
||
The name of the section on the corporate website that describes the dividend distribution policy
|
Investor Relations / Corporate Governance /Policies / Profit Distribution Policy
| |
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.
|
In accordance with the Capital Markets legislation, Article 19 of the Company's Articles of Association and our Company's Dividend Distribution Policy submitted to the information of the shareholders at the General Assembly dated 17.03.2022; in order to support investments in line with the strategic plan and long-term goals of our company, taking into account the cash situation and financing opportunities, TRL 295,262,469,00 profit for the period in the financial statements for the accounting period of 01.01.2022 - 31.12.2022 prepared by the Company in accordance with the Turkish Accounting/Financial Reporting Standards within the framework of the provisions of the Turkish Commercial Code and the Capital Markets Law and audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi and TRL 343,142,425.92 profit for the period in the income statement prepared in accordance with the Tax Procedure Law, the proposal of the Board of Directors to allocate the profit as extraordinary reserve was unanimously accepted as a result of the affirmative votes of 82,597,342.29 TL.
| |
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
|
https://www.kap.org.tr/tr/Bildirim/1126509
|
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 |
20/03/2023 | 0 | %60,73 | %0,86 | %59,87 | Investor Relations / Corporate Governance / General Assembly Meeting | Investor Relations / Corporate Governance / General Assembly Meeting / Meeting Minutes | Article 13 | 0 | https://www.kap.org.tr/tr/Bildirim/1116498 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
Investor Relations
| |
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.
|
No real person shareholders' shares exceed 5%. This is presented on our company website in the Investor Relations / Corporate Governance / Shareholder Structure (https://www.tatgida.com.tr/en/about-us-2/management/shareholder-structure/)
| |
List of languages for which the website is available
|
Turkish & English
| |
2.2. Annual Report
|
||
The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
|
||
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
|
Management & Corporate Governance
| |
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
|
Corporate Governance / Section V / Board of Directors
| |
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
|
Corporate Governance / Section V / Board of Directors
| |
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
|
There are no legislative amendments that may significantly affect company operations.
| |
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
|
Corporate Governance / Legal Disclosures
| |
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
|
Corporate Governance / Legal Disclosures
| |
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%
|
There is no reciprocal shareholding with direct participation in the capital exceeding 5%.
| |
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
|
Corporate Governance / Section IV / Stakeholders
|
3.1. Corporation’s Policy on Stakeholders
|
||
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
|
Investor Relations / Corporate Governance / Policies / Compensation Policy for the Employees
| |
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
18 cases of employee claims for rights violations, such as annual leave/ seniority were concluded.
| |
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Internal Audit Manager
| |
The contact detail of the company alert mechanism
|
Company employees can access the reporting mechanism via the intranet system. Our employees and stakeholders may also report through the Koç Holding reporting line as provided in Tat Gida website: https://www.tatgida.com.tr/en/ethical-approach/ethical-line/
| |
3.2. Supporting the Participation of the Stakeholders in the Corporation’s Management
|
||
Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies
|
Internal regulations have no public link
| |
Corporate bodies where employees are actually represented
|
In our company, both unionized and non-unionized colleagues participate in the management with different methods and share their views. The annual Employee Loyalty Surveys that are conducted at our company collect the opinions of all our coworkers anonymously in open-ended questionnaire format. Through various communication meetings held at our company, company-related information is shared with the employees, dealers and other stakeholders, and their questions and comments are obtained.
| |
3.3. Human Resources Policy
|
||
The role of the board on developing and ensuring that the company has a succession plan for the key management positions
|
A succession plan is created for all key management positions. This Succession Plan is finalized by submitting the approval of the Chairman of the Board of Directors following the approval of the CEO.
| |
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.
|
Our corporate website includes "Tat Gıda Human Resources Policy" and "Tat Gıda Ethical Principles and Compliance Policies" under the heading of Sustainability / Policies. Additionally, Tat Gıda became a signatory of the United Nations Global Compact in 2023.
| |
Whether the company provides an employee stock ownership programme
|
Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
| |
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.
|
Our corporate website includes "Tat Gıda Human Resources Policy" and "Tat Gıda Ethical Principles and Compliance Policies" under the heading of Sustainability / Policies.
| |
The number of definitive convictions the company is subject to in relation to health and safety measures
|
1
| |
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
Our corporate website includes "Tat Gıda Ethical Principles and Compliance Policies" under the heading of Sustainability / Policies.
| |
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.
|
Sustainability /Sustainability Reports
| |
Any measures combating any kind of corruption including embezzlement and bribery
|
Our corporate website includes "Tat Gıda Anti-Bribery and Anti-Corruption Policy" and "Tat Gıda Ethical Principles and Compliance Policies" under the heading of Sustainability / Policies.
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
27.12.2023
| |
Whether the board evaluation was externally facilitated
|
Hayır (No)
| |
Whether all board members released from their duties at the GSM
|
Evet (Yes)
| |
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties
|
No delegation was delegated among the board members.
| |
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
Internal audit unit provides combined information to the audit committee each year regarding the operations within the year.
| |
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
|
Corporate Governance/Risk Management and Internal Audit
| |
Name of the Chairman
|
Semahat Sevim Arsel
| |
Name of the CEO
|
Evren Albaş
| |
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
|
The Chairman of the Board of Directors and the General Manager are separate persons.
| |
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
|
https://www.kap.org.tr/tr/Bildirim/1215127
| |
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
Investor Relations/Corporate Governance/Policies
| |
The number and ratio of female directors within the Board of Directors
|
There are 4 female members (44%) on the Board of Directors
|
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 |
ŞERAFETTİN MEMİŞ | Male | Chairman of the Board | Managing Director / Chief Executive | 19/02/2024 | Non-Executive | - | Memişoğlu Tarım Ürünleri Tic. Ltd. Şti. Müdürler Kurulu Başkanı, Tat Bakliyat A.Ş., Tat Agro Tarım Sanayi ve Tic. A.Ş. Tatlog Tarım Ürünleri Lisanslı Depoculuk Anonim Şirketi, Biliktan Örme Sanayi ve Ticaret Anonim Şirketi Yönetim Kurulu Başkanı | Yes | 0 | - | Dependent Member | - | Not Considered | No | - | |
VEYSEL MEMİŞ | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 19/02/2024 | Non-Executive | - | Memişoğlu Tarım Ürünleri Tic. Ltd. Şti. Müdürü, Tatlog Lojistik Hizmetleri A.Ş.Yönetim Kurulu Başkanı, Tat Bakliyat A.Ş. Yönetim Kurulu Üyesi | Yes | 0 | - | Dependent Member | - | Not Considered | No | - | |
GİYASETTİN MEMİŞ | Male | Member of the Board | Managing Director / Chief Executive | 19/02/2024 | Non-Executive | - | Tat Bakliyat A.Ş. Yönetim Kurulu Üyesi, Biliktan Örme Sanayi ve Ticaret Anonim Şirketi Yönetim Kurulu Başkan Yardımcısı | Yes | 0 | - | Dependent Member | - | Not Considered | No | - | |
TUNCER MEMİŞ | Male | Member of the Board | Managing Director / Chief Executive | 19/02/2024 | Non-Executive | - | Tat Bakliyat A.Ş., Tat Agro Tarım Sanayi ve Tic. A.Ş. Tatlog Tarım Ürünleri Lisanslı Depoculuk Anonim Şirketi Yönetim Kurulu Üyesi | Yes | 0 | - | Dependent Member | - | Not Considered | No | Risk Yönetimi Komitesi Üyesi | |
NASİP MEMİŞ | Male | Member of the Board | Managing Director / Chief Executive | 19/02/2024 | Non-Executive | - | Tat Bakliyat A.Ş., Tat Agro Tarım Sanayi ve Tic. A.Ş. Tatlog Tarım Ürünleri Lisanslı Depoculuk Anonim Şirketi Yönetim Kurulu Üyesi | Yes | 0 | - | Dependent Member | - | Not Considered | No | - | |
TAKASHI HASHIMOTO | Male | Member of the Board | Managing Director / Chief Executive | 13/03/2018 | Non-Executive | Yönetim Kurulu Üyesi | Kagome Co.Ltd. İcra Kurulu Üyesi, Üretim ve Satınalma Bölüm Müdürü | Yes | 0 | - | Dependent Member | - | Not Considered | No | - | |
M. SAİT TOSYALI | Male | Member of the Board | Managing Director / Chief Executive | 13/03/2018 | Non-Executive | Yönetim Kurulu Üyesi | TEGV Genel Müdürü, Sağlık ve Eğitim Vakfı Mütevelli Heyet Üyesi | Yes | 0 | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1116498 | Considered | No | Risk Yönetim Komitesi Başkanı-Denetimden Sorumlu Komite Üyesi | |
NESLİHAN TONBUL | Female | Member of the Board | Managing Director / Chief Executive | 19/03/2021 | Non-Executive | Yönetim Kurulu Üyesi | Tofaş A.Ş., Petkim A.Ş., Alarko Holding A.Ş., Vakıfbank International yönetim kurulu üyesi | Yes | 0 | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1116498 | Considered | No | Kurumsal Yönetim Komitesi Üyesi | |
FATMA FÜSUN AKKAL BOZOK | Female | Member of the Board | Managing Director / Chief Executive | 13/03/2018 | Non-Executive | Yönetim Kurulu Üyesi | Akiş GYO, Bizim Toptan ve Ford Otosan Bağımsız Yönetim Kurulu Üyesi | Yes | 0 | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1116498 | Considered | No | Kurumsal Yönetim Komitesi Başkanı-Denetimden Sorumlu Komite Başkanı |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
In 2023, there were 8 physical board meetings, and all of the decisions, except for those taken at the mentioned meetings, were taken by shuffling method, with the members being informed a reasonable time in advance. In addition, board members were regularly informed about the company's performance and developments. Considering the meetings held, the majority of the Board members attended most of the meetings.
| |
Director average attendance rate at board meetings
|
%89
| |
Whether the board uses an electronic portal to support its work or not
|
Hayır (No)
| |
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
|
There is no such procedure
| |
The name of the section on the corporate website that demonstrates information about the board charter
|
There is no such procedure
| |
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
There is no such procedure
| |
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
Corporate Governance / Section V/ Board of Directors
| |
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/tr/Bildirim/1024047
|
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) | - | F. Füsun Akkal Bozok | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | M. Sait Tosyalı | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | F. Füsun Akkal Bozok | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Neslihan Tonbul | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Başak Tekin Özden | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | M. Sait Tosyalı | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Caroline Nicole Koç | Hayır (No) | Yönetim kurulu üyesi (Board member) |
4.5. Board Committees-II
|
||
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)
|
"The Working Principles of Committees" is provided in Tat Gıda corporate website: https://www.tatgida.com.tr/en/about-us-2/management/committees/
| |
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)
|
"The Working Principles of Committees" is provided in Tat Gıda corporate website: https://www.tatgida.com.tr/en/about-us-2/management/committees/
| |
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)
|
Activities related to the nomination committee are carried out by the Corporate Governance Committee. "The Working Principles of Committees" is provided in Tat Gıda corporate website: https://www.tatgida.com.tr/en/about-us-2/management/committees/
| |
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)
|
"The Working Principles of Committees" is provided in Tat Gıda corporate website: https://www.tatgida.com.tr/en/about-us-2/management/committees/
| |
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)
|
Activities related to the Remuneration Committee are performed by the Corporate Governance Committee. "The Working Principles of Committees" is provided in Tat Gıda corporate website: https://www.tatgida.com.tr/en/about-us-2/management/committees/
| |
4.6. Financial Rights
|
||
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)
|
Management section/ Message from the General Manager
| |
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
On Tat Gıda corporate website, "Remuneration Policy" is given in the link: https://www.tatgida.com.tr/en/about-us-2/management/policies/
| |
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)
|
Corporate Governance/ Legal Disclosures / Financial Rights Assigned to the Members of the Board of Directors and Senior Managers
|
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 | 6 | 6 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %67 | %67 | 4 | 4 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %50 | 8 | 8 |