VAKIF GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.VKGYO |
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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5
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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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None
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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None
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1.3. General Assembly
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Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
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https://www.kap.org.tr/tr/Bildirim/1008840
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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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provided
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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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None
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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/tr/Bildirim/1017357 https://www.kap.org.tr/tr/Bildirim/1019791 https://www.kap.org.tr/tr/Bildirim/1052094 https://www.kap.org.tr/tr/Bildirim/1066833
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The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)
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None
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The name of the section on the corporate website that demonstrates the donation policy of the company
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https://www.vakifgyo.com.tr/#!donation-aid-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/tr/Bildirim/475672
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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 19
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Except for the shareholders, there was no participation in the General Assembly meeting. However, there is no restriction regarding the participation of stakeholders in the General Assembly.
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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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In the election of the members of the Board of Directors, each of the Group A shares has 15 (fifteen) voting rights; Each of the Group B shares has 1 (One) voting right.
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The percentage of ownership of the largest shareholder
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%49,65
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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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None
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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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https://www.vakifgyo.com.tr/#!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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In accordance with the decision taken at the General Assembly Meeting, it was decided to distribute a dividend of 145.000.000,-TL as bonus shares at the rate of 31.0526% of the net profit and 14.50% of the capital.
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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/tr/Bildirim/1014782
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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 |
31/03/2022 | 0 | %70,81 | %69,53 | %1,28 | https://www.vakifgyo.com.tr/#!general-assembly | https://www.vakifgyo.com.tr/#!general-assembly | Article 14 | 308 | https://www.kap.org.tr/tr/Bildirim/1014782 |
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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https://www.vakifgyo.com.tr/#!investor-relations
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If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.
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https://www.vakifgyo.com.tr/#!incorporation-shareholding-capital-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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Annual Report > Board Member and Executive Management > Duties of Board Members and executives outside t he company / Declarations on Independence of Board Members
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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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Annual Report>Board Members and Senior Executives>Activities of the Board Committees in 2022
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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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Annual Report > Board Member and Executive Management > Board Meetings
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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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Annual Report > Other Information Related to Activities>Legıslatıve Changes That May Sıgnıfıcantly Affect Operatıons
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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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Annual Report > Other Information Related to Activities> Lawsuıts To Whıch The Company Is A Party
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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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Annual Report > Other Information Related to Activities > Consultancy services
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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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Annual Report > Other Information Related to Activities > Direct or Indirect Affiliates of the Company
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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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Annual Report > Other Information Related to Activities > 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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https://www.vakifgyo.com.tr/#!compensation-policy
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The number of definitive convictions the company was subject to in relation to breach of employee rights
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1
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Ethical Committee
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The contact detail of the company alert mechanism
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etik@vakifgyo.com.tr
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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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https://www.vakifgyo.com.tr/#!corporate-governance
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Corporate bodies where employees are actually represented
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Employees are represented on the Board of Directors by the General Manager.
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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 has been created for all employees, especially key managers, within the scope of the authority delegated to the General Manager by the Board of Directors.
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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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https://www.vakifgyo.com.tr/#!corporate-governance
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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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https://www.vakifgyo.com.tr/#!human-rights-and-employee-rights-policy
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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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None
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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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https://www.vakifgyo.com.tr/#!ethical-principals
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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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https://www.vakifgyo.com.tr/#!corporate-social-responsibility-policy
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Any measures combating any kind of corruption including embezzlement and bribery
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In the Article 3.18 of Vakıf GYO's Code of Ethics, entitled Combating Bribery and Corruption, that ?Vakıf REIT employee, anti-bribery and anti-corruption legal regulations and other international related ensures compliance with standards. Bribery, embezzlement, nepotism, etc. corruption and corruption They also take measures to protect themselves from their doubts.?the provision is in. In addition, in the 20th article of Vakıf REIT Disciplinary Directive / Disciplinary Penal Table titled "Indulging in Bribery", fully attempting to take or giving a bribe / Taking or giving a bribe is among the disciplinary offenses that may result in the dismissal
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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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None
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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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Mikail HIDIR (Chairman of the Board - 1st Degree Authorization of Signature) Dr. Şükrü Mete TEPEGÖZ (Vice Chairman of the Board of Directors - 1st Degree Authorization of Signature) Onur İNCEHASAN (Member of the Board of Directors-General Manager - 1st Degree Authorization of Signature) The content of the authorizations has been determined by the internal directive published in the Turkish Trade Registry Gazette dated 26.09.2022 and numbered 10668.
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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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6
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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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Annual Report >Effectiveness of the Internal Control System, Risks and Assessments of the Governing Body
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Name of the Chairman
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Mikail HIDIR
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Name of the CEO
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Onur İNCEHASAN
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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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It's not the same person.
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Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital
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https://www.kap.org.tr/tr/Bildirim/1066329
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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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https://www.vakifgyo.com.tr/#!equal-opportunity-diversity-and-gender-equality-policy
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The number and ratio of female directors within the Board of Directors
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1 - % 11.11
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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 |
MİKAİL HIDIR | Male | Chairman of the Board | Banker | Non-Executive | Yönetim Kurulu Başkanı | T.Vakıflar Bankası T.A.O. Genel Müdür Yardımcısı | Yes | Dependent Member | ||||||||
ŞÜKRÜ METE TEPEGÖZ | Male | Deputy Chairman of the Board | Banker | Non-Executive | Yönetim Kurulu Başkan Vekili | T. Vakıflar Bankası T.A.O. Özellikli Krediler Yönetimi Başkanı | Yes | Dependent Member | ||||||||
ONUR İNCEHASAN | Male | Member of the Board | Business and administration professionals | Executive | Genel Müdür | T. Vakıflar Bankası T.A.O. BT Planlama ve Koordinasyon Başkanı | Dependent Member | |||||||||
MUSTAFA ŞENGÜL | Male | Member of the Board | Lawyer | Non-Executive | Independent Member | |||||||||||
TEVFİK ERPEK | Male | Member of the Board | Banker | Non-Executive | Yönetim Kurulu Üyesi | T. Vakıflar Bankası T.A.O. Kobi Bankacılığı Pazarlama Başkanı | Yes | Dependent Member | Riskin Erken Saptanması Komitesi Üyesi / Kurumsal Yönetim Komitesi Üyesi | |||||||
KORHAN TURGUT | Male | Member of the Board | Banker | Non-Executive | Yönetim Kurulu Üyesi | Yüksek Mimar | Yes | Dependent Member | ||||||||
RİFAT DEMİRBAŞ | Male | Member of the Board | Architect | Non-Executive | Bağımsız Yönetim Kurulu Üyesi | Yüksek Mimar | Independent Member | Considered | No | Riskin Erken Saptanması Komitesi Başkanı / Denetim Komitesi Üyesi | ||||||
ÖMER DEMİR | Male | Member of the Board | Other | Non-Executive | Bağımsız Yönetim Kurulu Üyesi | Independent Member | Considered | No | Kurumsal Yönetim Komitesi Başkanı | |||||||
MUSTAFA ŞENGÜL | Male | Member of the Board | Lawyer | Non-Executive | Avukat | Yes | Independent Member | Considered | No | Denetim Komitesi Başkanı | ||||||
ARZU SEYAN | Female | Member of the Board | Banker | Non-Executive | Yönetim Kurulu Üyesi | T. Vakıflar Bankası T.A.O. Kurumsal Bankacılık Pazarlama Başkanı | Yes | Dependent Member |
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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52
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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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2 days
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The name of the section on the corporate website that demonstrates information about the board charter
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https://www.vakifgyo.com.tr/#!corporate-governance
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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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Members of the Board of Directors are not restricted from taking on other duties or duties outside the company, and the provisions of the Turkish Commercial Code regarding non-competition are complied with. It is observed that he can allocate enough time for the company's business to follow the operation of the company's activities and fully fulfill the requirements of the duties he undertakes.
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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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Annual Report >Board Members and Senior Executives > Activities of the Board Committees in 2022
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Link(s) to the PDP announcement(s) with the board committee charters
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https://www.kap.org.tr/tr/Bildirim/918505
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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) | ÖMER DEMİR | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | TEVFİK ERPEK | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | MUSTAFA ŞENGUL | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | RIFAT DEMİRBAŞ | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | RIFAT DEMİRBAŞ | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | TEVFİK ERPEK | 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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Annual Report >Board Members and Senior Executives > Activities of the Board Committees in 2022
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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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Annual Report >Board Members and Senior Executives > Activities of the Board Committees in 2022
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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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Annual Report >Board Members and Senior Executives > Activities of the Board Committees in 2022
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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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Annual Report >Board Members and Senior Executives > Activities of the Board Committees in 2022
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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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Annual Report >Board Members and Senior Executives > Activities of the Board Committees in 2022
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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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Annual Report>Strategic Management and Objectives
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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https://www.vakifgyo.com.tr/#!principles-and-procedures-for-wages
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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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Annual Report > Board Members and Senior Executives > Benefits and Rights Provided to Board Members and Senior Executives
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Names Of The Board Committees | Name of committees defined as "Other" in the first column | The Percentage Of Non-executive Directors | The Percentage Of Independent Directors In The Committee | The Number Of Meetings Held In Person | The Number Of Reports On Its Activities Submitted To The Board |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %33 | %33 | 11 | 6 | |
Denetim Komitesi (Audit Committee) | %100 | %100 | 11 | 5 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %50 | 6 | 6 |