TÜPRAŞ-TÜRKİYE PETROL RAFİNERİLERİ A.Ş.TUPRS |
1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
9 Conferences and 3 roadshows were attended, and nearly 300 one-on-one meetings were held with fund managers and analysts.
| |
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/en/Bildirim/1112873
| |
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
Yes, English and Turkish materials are provided at the same time
| |
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 are no such transactions
| |
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 are no such transactions
| |
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)
|
https://www.kap.org.tr/en/Bildirim/1112871
| |
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Investor Relations / Corporate Governance /Policies
| |
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/en/Bildirim/1121857
| |
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
Article 14 -a
| |
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
All the holders of relevant rights, stakeholders and the media are invited to our General Assembly Meeting.
| |
1.4. Voting Rights
|
||
Whether the shares of the company have differential voting rights
|
Evet (Yes)
| |
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
|
The issued capital is divided in to two groups as (A) and (C) and all of the shares are registered shares. The shareholders attending the ordinary and extraordinary General Assembly meetings use their votes pro rata with the nominal value of their shares. While electing the Board of Directors, 1 of the members has to be elected out of the nominees nominated by the Group C share. The issues specified in Article 10 of Company's Articles of Association depends on the affirmative vote of the Group C shareholder owned by the Privatization Administration in order to take Board of Directors and General Assembly decisions. Current shareholder structure is available in the annual report.
| |
The percentage of ownership of the largest shareholder
|
%46,4
| |
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
| |
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.
|
-
| |
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
|
-
|
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 |
08/03/2023 | 0 | %67,31 | %0,01 | %67,3 | Investor Relations /General Assembly /Minutes of AGM | No question within the scope of Corporate Governance Principle 1.3.5 has been received. | - | 0 | https://www.kap.org.tr/en/Bildirim/1121857 |
26/09/2023 | 0 | %65,24 | %0,001 | %65,23 | Investor Relations /General Assembly /Minutes of AGM | No question within the scope of Corporate Governance Principle 1.3.5 has been received. | - | 0 | https://www.kap.org.tr/en/Bildirim/1197494 |
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/Corporate Governance/Trade Registry Information, Shareholder Structure, Articles of Association, Policies Investor Relations/Material Disclosures Investor Relations/Financial Reports Investor Relations/OverviewAnnual Report, General Meeting Documents, Teleconference and Investor Presentations
| |
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.
|
Investor Relations / Shareholder Structure
| |
List of languages for which the website is available
|
Turkish and 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
|
General Assembly/Board of Directors Resumes Corporate Governance /Declaration for Independency
| |
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 Disclosures / Evaluation of Operating Principles and Effectiveness of Board of Committees
| |
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 Compliance Report /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
|
Legal Disclosures
| |
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
|
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
|
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%
|
Legal Disclosures
| |
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
|
Social Responsibility Projects
|
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
| |
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
168
| |
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
In accordance with the Tüpraş Whistleblowing Policy, which can be accessed from the Tüpraş corporate website; Actions against employees and the company, as well as violations caused by business partners, are investigated by the Internal Audit Department of Tüpraş. Tüpraş Chief Legal and Compliance Counsel is responsible for investigating violations of special laws. Koç Holding's Audit Group Presidency and Koç Holding's Legal and Compliance Consultancy act as advisors to monitor the effectiveness of investigations carried out across the Koç Group and to improve the quality of outputs.
| |
The contact detail of the company alert mechanism
|
It can be accessed online via the link https://www.koc.com.tr/ihbar-bildirim or by phone at 0850-577-1926 and 0850-220-3845 (ETIK).
| |
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 are not publicly available or accessible.
| |
Corporate bodies where employees are actually represented
|
?Tüpraş Appreciation Recognition and Rewarding? system ?Refinery Suggestion System ? is implemented in order to reward the behaviors and efforts of the employees that support the business values ??and goals. The "Refinery Suggestion System" developed by the employees is a suggestion system that enables all employees to easily convey their ideas for improvement and development, reveals, evaluates and implements the good ideas of the employees, encourages continuous development, and aims to make employees feel "valued". In addition, the ?Tüpraş Employee Experience Improvement Awards? platform, expand and reward agile teamwork and employee experience improvement efforts, is another recognition and rewarding tool. The company has well-attended Employee Experience Improvement teams created with employee involvement and management ownership. The aim of these teams is to improve their working life experiences and make them sustainable in order to make Tüpraş the most desired company to work for. In addition, employees' experiences are learned, their suggestions are received, and their loyalty and satisfaction are measured through the Employee Engagement Survey and Employee Experience Improvement surveys. Continuous improvements are continued by taking the feedback from the surveys into consideration in company activities and employee experience studies. Targets for improvements are also included in the performance cards (OKR) of the company's senior management and relevant employee experience improvement teams. As part of the "visible leadership" practice at Tüpraş, behavior-oriented safety tours are held with the participation of Tüpraş executives. Another practice regarding the participation of the employees in the decisions is that two representatives from the union have the right to speak in the decisions of the disciplinary committee for hourly wage employees as per the collective bargaining agreement.
| |
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.
|
CODE OF ETHICS 3.1 Respect to Human Rights As Tüpraş, we always aim to be a model corporation, employing the most successful and competent professionals who can generate the added value that will ensure sustainable growth, and always be an organization that we are all proud to be a part of. We adopt the United Nations Declaration of Human Rights, and aim to ensure that our Code of Ethics and relevant policies are in compliance with these principles. We show maximum effort to ensure that we act in an equitable and fair manner to our employees, and expect our stakeholders to do the same. ? When recruiting, we use a single criterion for recruitment, which is the suitability of qualifications to the job, disregarding any gender, language, religion, color, age, nationality, thought and wealth difference; ? We reward success through fair and competitive remuneration policies, as well as effective and objective performance assessment systems and practices; ? We aim to strengthen the loyalty of employees to the company by creating equal opportunity in appointment, promotion, rotation and rewarding, ? We provide equal opportunity and possibilities for training, guidance and development of employees; ? We create a work environment in which transparency and mutual respect are encouraged and where cooperation and solidarity are the most important elements. ? We do not tolerate any form of discrimination at the workplace. ? We provide clean, healthy and safe working conditions to our employees. ? We respect our employees? right to organize as a union and collective bargaining. ? We do not tolerate any form of violence and harassment. ? We do not tolerate child labor, slavery, human trafficking and forced labor. ? We use company resources responsibly. It is included in the Human Rights Policy as follows. Diversity and Equal Recruitment Opportunities Tüpraş strives to employ individuals from different cultures, career experiences and backgrounds. Decision making processes in recruitment depend on job requirements and personal qualifications regardless of race, religion, nationality, gender, age, civil status and disability. Diversity, Equality and Inclusion Policy 4.3 Equal Opportunity We provide fair and equal opportunities to all employees, candidates, and partners. We apply the zero-tolerance principle against discrimination in human resources processes and working relationships.We decide according to competence, experience, knowledge, talent, and work requirements in the recruitment, appointment, and promotion processes.We offer equal opportunities in our performance measurement and evaluation, career planning, and promotion processes.We pay regard to equal opportunities in Training and Talent Development programs given to employees. We encourage every employee to adopt the principle of equal opportunity through various training and programs.We regularly review business processes and practices in line with the principle of equal opportunity and make the necessary improvements.We act in accordance with the identity of a responsible employer by being aware of the social sphere of influence. https://www.tupras.com.tr/assets/all-pdfs/tupras-code-of-ethics.pdf https://www.tupras.com.tr/assets/all-pdfs/tupras-human-rights-policy.pdf https://www.tupras.com.tr/assets/all-pdfs/tupras-diversity-equality-and-inclusion-policy.pdf
| |
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.
|
Non-Discrimination Zero-tolerance towards discrimination is a key principle in the entire employment process, including promotion, assignment and training. Tüpraş expects all its employees to demonstrate the same sensibility in their behavior towards each other. Tüpraş cares to treat its employees equally by offering equal rights and opportunities. All kinds of discrimination and disrespect founded on race, gender, color, national or social origin, ethnicity, religion, age, disability, sexual orientation, gender definition or political opinion are unacceptable. https://www.tupras.com.tr/assets/all-pdfs/tupras-human-rights-policy.pdf
| |
The number of definitive convictions the company is subject to in relation to health and safety measures
|
4
| |
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
Sustainability/Policies and Management Systems/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/Reports/Sustainability Reports
| |
Any measures combating any kind of corruption including embezzlement and bribery
|
Principles on these topics are covered in Code of Ethics as well as under the Anti-Bribery and Corruption Policy.
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
29.12.2023
| |
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 given 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
|
Risk Management and the Activities of the Risk Management Committee/ G.Internal Control System and Internal Audit
| |
Name of the Chairman
|
Mehmet Ömer Koç
| |
Name of the CEO
|
İbrahim Yelmenoğlu
| |
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
|
-
| |
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
|
-
| |
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
Investor Relations/Corporate Governance/Policies/Board of Directors Diversity Policy
| |
The number and ratio of female directors within the Board of Directors
|
2 (%18)
|
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 |
MEHMET ÖMER KOÇ | Male | Chairman of the Board | Businessman / Businesswoman | 26/01/2006 | Non-Executive | Chairman of the Board | Chairman of The Koç Holding and The Board Membership of The Koç Group Companies | Dependent Member | Chairman of the Executive Committe | |||||||
YILDIRIM ALİ KOÇ | Male | Deputy Chairman of the Board | Businessman / Businesswoman | 27/03/2009 | Non-Executive | Vice Chairman of The Board | Vice Chairman of The Koç Holding and The Board Membership of The Koç Group Companies | Dependent Member | Executive Committe Member | |||||||
MUSTAFA RAHMİ KOÇ | Male | Member of the Board | Businessman / Businesswoman | 04/06/2008 | Non-Executive | The Board Member | Honorary Chairman of Koç Holding and Board Membership for Koç Group Companies | Dependent Member | Executive Committee Member | |||||||
SEMAHAT SEVİM ARSEL | Female | Member of the Board | Businessman / Businesswoman | 27/03/2009 | Non-Executive | The Board Member | The Board Membership of The Koç Group Companies | Dependent Member | Executive Committee Member | |||||||
LEVENT ÇAKIROĞLU | Male | Member of the Board | Managing Director / Chief Executive | 30/03/2015 | Non-Executive | The Board Member | The Board Membership of The Koç Group Companies and Koç Holding CEO | Dependent Member | - | |||||||
EROL MEMİOĞLU | Male | Member of the Board | Managing Director / Chief Executive | 26/01/2006 | Non-Executive | The Board Member | The Board Membership of The Koç Group Companies | Dependent Member | Risk Management Committee Member | |||||||
YAĞIZ EYÜBOĞLU | Male | Member of the Board | Managing Director / Chief Executive | 04/04/2016 | Non-Executive | The Board Member | The Board Membership of The Koç Group Companies and President of Energy Group | Dependent Member | Corporate Governance Committee Member | |||||||
MUHARREM HİLMİ KAYHAN | Male | Member of the Board | Businessman / Businesswoman | 21/03/2018 | Non-Executive | Independent Board of Member | Vice Chairman of the Board of SÖKTAŞ | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/915313 | Considered | No | Chairman of the Audit Committee, Chairman of the Corporate Governance Committee | |||
AYŞE CANAN EDİBOĞLU | Female | Member of the Board | Managing Director / Chief Executive | 21/03/2018 | Non-Executive | Independent Board of Member | Independent Board Member at ING Bank | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/741472 | Considered | No | Chairman of the Risk Management Committee | |||
KAMİL ÖMER BOZER | Male | Member of the Board | Managing Director / Chief Executive | 21/03/2018 | Non-Executive | Independent Board of Member | Independent Board Member at Boyner Holding, Dardanel A.Ş, and Arçelik A.Ş. | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/915313 | Considered | No | Audit Committe Member | |||
ZEKERİYA KAYA | Male | Member of the Board | Managing Director / Chief Executive | 01/09/2023 | Non-Executive | - | Deputy Minister of Treasury and Finance | Yes | Independent Member | Considered | No | - |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
9
| |
Director average attendance rate at board meetings
|
%96
| |
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
|
Within 1 week
| |
The name of the section on the corporate website that demonstrates information about the board charter
|
Although Tüpraş Board of Directors has Working Principles, it is not a public document.
| |
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
There is no restriction
| |
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
Corporate Governance Disclosures / Evaluation of Operating Principles and Effectiveness of Board of Committees
| |
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/en/Bildirim/1023181
|
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) | Muharrem Hilmi Kayhan | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Kamil Ömer Bozer | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Muharrem Hilmi Kayhan | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Yağız Eyüboğlu | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Doğan Korkmaz | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Ayşe Canan Ediboğlu | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Erol Memioğlu | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Diğer (Other) | Executive Committee | Ömer M.Koç | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Executive Committee | Ali Y.Koç | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Executive Committee | Rahmi M.Koç | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Executive Committee | Semahat S.Arsel | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Executive Committee | Caroline Nicole Koç | Hayır (No) | Yönetim kurulu üyesi değil (Not 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)
|
Corporate Governance Disclosures/ Evaluation of Operating Principles and Effectiveness of Board of 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)
|
Corporate Governance Disclosures/ Evaluation of Operating Principles and Effectiveness of Board of 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)
|
Corporate Governance Disclosures/ Evaluation of Operating Principles and Effectiveness of Board of 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)
|
Corporate Governance Disclosures/ Evaluation of Operating Principles and Effectiveness of Board of 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)
|
Corporate Governance Disclosures/ Evaluation of Operating Principles and Effectiveness of Board of 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)
|
Message From The Chairman
| |
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Investor Relations /Corporate Governance /Policies/Remuneration Policy
| |
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)
|
Financial Report Notes 28
|
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 | 8 | 8 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %67 | %33 | 6 | 6 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %50 | 6 | 6 |
Diğer (Other) | Executive Committee | %100 | %0 | 12 | 12 |