TÜRK HAVA YOLLARI A.O.THYAO |
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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Investor Relations Department participated in 7 investor conferences and roadshows, held 78 teleconferences and held more than 100 individual/corporate investor meetings. 4 teleconferences were organized about financial statements results.
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1.2. Right to Obtain and Examine Information
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The number of special audit request(s)
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0
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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0
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1.3. General Assembly
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Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
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https://www.kap.org.tr/en/Bildirim/1006619
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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.
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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 not any transactions that are not approved unanimous.
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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/1005612
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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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-
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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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Investor Relations / Corporate Governance / Donation Policy
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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/en/Bildirim/1013800
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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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There is not any articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting.
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Some stakeholders like the representatives of the Independent Audit Company and employees participated in the General Shareholders' Meeting without having the right the 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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Evet (Yes)
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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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The paid-in share capital of the Incorporation consists of 137.999.999.999 Group A shares and 1 Group C share, each with the nominal value of 1 Kurus. Group C share belongs to the The Republic of Turkey Ministry of Treasury and Finance Privatization Administration and privilages granted to Group C share are defined in the Articles of Association of the Incorporation.
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The percentage of ownership of the largest shareholder
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%49,12
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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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Evet (Yes)
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If yes, specify the relevant provision of the articles of association.
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Article 10
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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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According to the consolidated financial statements belonging to the accounting period of 01.01.2021-31.12.2021 prepared in accordance with the International Financial Reporting Standards within the framework of the provisions of the Turkish Commercial Code and Communiqué of the CMB Serial: II, and Number: 14.1, audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., net profit for the period is TL 8.214.000.000. On the other hand, according to the legal books (under the provisions of Turkish Tax Procedure Law, due to the differences between Turkish Accounting standards and IFRS standards) the net loss of the period is TL 29.227.518.258 and previous years' loss account has a balance of TL 33.716.129.739. The loss amount according to the legal books will be transferred to previous years' loss account. As there will not be any distributable profit (according to the legal books), the net profit of TL 8.214.000.000 (according to IFRS) will be transferred to the previous years' profit account. The acceptance of the proposal of the Board of the Directors concerning the loss distribution for the year 2021 and the Statement of the Profit Distribution was submitted for approval of the General Assembly.
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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/en/Bildirim/1013800
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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 |
29/03/2022 | 0 | %61,05 | %49,14 | %11,9 | Investor Relations / Corporate Governance / 2022 / General Assembly | Investor Relations / Corporate Governance / 2022 / General Assembly | There is not any relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactions. | 232 | https://www.kap.org.tr/en/Bildirim/1013800 |
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 - Frequent Asked Questions
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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 / Turkish Airlines / Shareholding Structure
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List of languages for which the website is available
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Turkish - 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 - Declarations on Independence
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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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Other Information
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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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Other Information
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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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Other Information
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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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Field of Activity, Capital Structure and Subsidiaries
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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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Human Resources - Human Resources Policy - Corporate 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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There is not any section related to this.
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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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-
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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SVP Recruitment
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The contact detail of the company alert mechanism
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Tel: 0 (212) 371 07 29 e-mail: thy@etikhat.com
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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 not any section related to this.
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Corporate bodies where employees are actually represented
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Hava - İş Sendikası
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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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Board of Directors developing and ensuring necessary succession plan.
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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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Career / Informing the Applicant, Investor Relations / Corporate Governance / Sustainability / Code of Ethics
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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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Investor Relations / Corporate Governance / Sustainability / Code of Ethics
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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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-
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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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Investor Relations / Corporate Governance / Sustainability / Code of Ethics
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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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Investor Relations / Corporate Governance / Sustainability, Environmental Policy
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Any measures combating any kind of corruption including embezzlement and bribery
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Rules about any kind of corruption including embezzlement and bribery are mentioned in the code of ethics. Also, the company has internal control mechanism.
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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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There is no board evaluation.
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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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There is no delegation.
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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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60
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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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Risk Management and Internal Control Mechanism
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Name of the Chairman
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Ahmet Bolat
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Name of the CEO
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Bilal Ekşi (General Manager)
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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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There is an executive liability insurance for the damages caused by the board members during their duties but the total insurance does not exceed 25% of the capital. The amount of insurance coverage is 10 Million US Dollars.
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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 / Sustainability / Sustainability 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 |
AHMET BOLAT | Male | Chairman of the Board | Industrial Engineer | 27/01/2022 | Non-Executive | Chairman of the Board of Directors and the Executive Committee, Chief Investment & Technology Officer | Chairman of the Board at Turkish Technic Inc., Chairman of the Board at SunExpress Aviation Inc., Chairman of the Board at Turkish Do&Co Catering Services Inc., Chairman of the Board at Turkish Ground Services Inc., Chairman of the Board at Turkish Fuel Services Inc., Chairman of the Board at We World Express Limited, Chairman of the Board at Turkish Airlines Technology Inc., Deputy Chairman of the Board at Turkish Opet Aviation Fuels Inc., Chairman of the Board at AJet Hava Taşımacılığı A.Ş. | No | 0 | C | Dependent Member | Chairman of the Executive Committee | ||||
MECİT EŞ | Male | Deputy Chairman of the Board | Academician | 29/03/2013 | Non-Executive | Deputy Chairman of the Board of Directors, Deputy Chairman of the Executive Committee | Faculty Member of Business Administration Department at Istanbul Commerce University | 0 | A | Dependent Member | Deputy Chairman of the Executive Committee | |||||
BİLAL EKŞİ | Male | Member of the Board | Electronics Engineer | 21/10/2016 | Executive | CEO, Member of the Board, Deputy Chairman of the Board, Deputy Chairman of the Executive Committee | Member of the Board at Turkish Ground Services Inc. , Member of the Board at Turkish Airlines Technology Inc. , Member of the Board of Managers at TEC Ltd., Chairman of the Board at TR Airworthiness Certification Services Inc. | No | 0 | A | Dependent Member | |||||
MURAT ŞEKER | Male | Member of the Board | Economist | 26/03/2021 | Executive | Chief Financial Officer, Member of the Board, Member of the Executive Committee | Deputy Chairman of Board at Turkish Technic Inc., Member of the Board at SunExpress Aviation Inc., Chairman of the Board at THY Financial Technologies Inc., Member of the Executive Board of Turkish Youth and Education Service Foundation (TÜRGEV), Member of the Board of Trustees at Ibn Haldun University | Yes | 0 | A | Dependent Member | Member of the Executive Committee | ||||
RAMAZAN SARI | Male | Member of the Board | Pilot | 25/07/2023 | Executive | Member of the Board of Directors and the Executive Committee, Member of the Corporate Governance Committee, Senior Vice President of General Aviation VIP Aircraft Operations, Senior Vice President of Flight Operations, Captain Pilot | No | 0 | A | Dependent Member | Member of the Corporate Governance Committee, Member of the Executive Committee | |||||
HÜSEYİN KESKİN | Male | Member of the Board | Manager | 25/07/2023 | Non-Executive | Member of the Board of Directors | Chairman of the Board of Directors and General Manager at General Directorate of State Airports Authority, Member of the Board of Directors at Airports Council International Europe (ACI Europe) | No | 0 | A | Dependent Member | |||||
ŞEKİB AVDAGİÇ | Male | Member of the Board | Mechanical Engineer | 27/01/2022 | Non-Executive | Independent Member of the Board, Member of the Executive Committee, Chairman of the Audit Committee, Member of the Early Identification of Risks Committee | Chairman of the Board at İstanbul Chamber of Commerce, Vice President of Danube Chambers of Commerce Federation, Chairman of the Board at Commercialization Center of Istanbul, Chairman of the Board at Istanbul Chamber of Commerce Education and Social Services Foundation, Chairman of the Board at The Tourism Development and Education Foundation, President of The Istanbul Convention & Visitors Bureau, Chairman of the Board at Istanbul World Trade Center, Deputy Chairman of the Board at Teknopark Istanbul, Member of the Board at Foreign Economic Relations Board, Member of the Board at Istanbul Development Agency, Member of the Board at Association of Automotive Parts and Components Manufacturers, Member of the Board of Trustees at International University of Sarajevo, Member of the Board of Trustees at The Prof. Fuat Sezgin Research Foundation for the History of Science in Islam, Member of the Board of Trustees at Istanbul Technical University Development Foundation, Member of the Advisory Board at Istanbul Technical University, Member of the YÖK (Council of Higher Education)- University and Industrial Cooperation Commission, Vice President of The Union of Chambers And Commodity Exchanges of Türkiye, Chairman of Service Exporters Association | Yes | 0 | A | Independent Member | https://www.kap.org.tr/tr/Bildirim/1001428 | Considered | No | Chairman of the Audit Committee, Member of the Early Identification of Risks Committee, Member of the Executive Committe | |
FATMANUR ALTUN | Female | Member of the Board | Academician | 04/05/2018 | Non-Executive | Independent Member of the Board, Chairman of the Corporate Governance Committee | Chairman of the Executive Board of Turkish Youth and Education Service Foundation (TÜRGEV), Member of the Board at Marmara University Center for Women Studies (ESKAR) | 0 | A | Independent Member | https://www.kap.org.tr/tr/Bildirim/914362 | Considered | No | Chairman of the Corporate Governance Committee | ||
MELİH ŞÜKRÜ ECERTAŞ | Male | Member of the Board | Manager | 31/03/2020 | Non-Executive | Independent Member of the Board, Member of the Audit Committee, Chairman of the Early Identification of Risks Committee | Member of the Board at Eurasia Invest A.Ş. | 0 | A | Independent Member | https://www.kap.org.tr/tr/Bildirim/914362 | Considered | No | Chairman of the Early Identification of Risks Committee, Member of the 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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69
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Director average attendance rate at board meetings
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%100
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Whether the board uses an electronic portal to support its work or not
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Evet (Yes)
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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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3
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The name of the section on the corporate website that demonstrates information about the board charter
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Investor Relations / Corporate Governance / Articles of Association
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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 not any policy related to this.
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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/354773
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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 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Fatmanur Altun | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ramazan Sarı | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Mehmet Fatih Korkmaz | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Denetim Komitesi (Audit Committee) | Şekib Avdagiç | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Melih Şükrü Ecertaş | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Melih Şükrü Ecertaş | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Şekib Avdagiç | 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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Assessment of the Board of Directors on the Effectiveness of Board Committees
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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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Assessment of the Board of Directors on the Effectiveness of Board 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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There is not a nomination committee in the company. Duties of this committee are held by 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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Assessment of the Board of Directors on the Effectiveness of Board 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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There is not a remuneration committee in the company. Duties of this committee are held by corporate governance 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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Industry Developments - Assessment of the Board of Directors on 2022 Results
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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 / Remuneration Policy
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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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Financial Rights
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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 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %50 | %25 | 1 | 1 | |
Denetim Komitesi (Audit Committee) | %100 | %100 | 6 | 6 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %100 | 6 | 6 |