İŞ GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.ISGYO |
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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The Company did not organize or attend any investor conference.
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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/tr/Bildirim/1116839
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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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All General Assembly Documents (invitation, agenda, power of attorney, informative document, profit distribution proposal, board members nominees and resolutions of the general assembly), except list of attendants are disclosed at the same time.
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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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-
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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/1093990 https://www.kap.org.tr/tr/Bildirim/1095363 https://www.kap.org.tr/tr/Bildirim/1115537 https://www.kap.org.tr/tr/Bildirim/1157655
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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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https://www.kap.org.tr/tr/Bildirim/1115591
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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/Policies
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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/192006
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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 22
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Besides shareholders and their respresentatives, Board Members and the representative of the independent audit firm attended the 2022 General Assembly Meeting. Also, by informing the Company, Company employees participated in the General Assembly Meeting without the right to take the floor.
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1.4. Voting Rights
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Whether the shares of the company have differential voting rights
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Hayır (No)
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In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
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Our Company Articles of Association contains no privileges with regard to use of votes. But, the Group A shareholders have the privilege to nominate candidates to become members of the Board of Directors. One of the Board of Directors members is elected among the nominees of Group B shareholders and the remaining members are elected from the nominees of Group A shareholders.
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The percentage of ownership of the largest shareholder
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%52,06
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1.5. Minority Rights
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Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association
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Hayır (No)
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If yes, specify the relevant provision of the articles of association.
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-
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1.6. Dividend Right
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The name of the section on the corporate website that describes the dividend distribution policy
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Investor Relations/Corporate Governance/Policies
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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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"Board of Directors' proposal concerning the distribution of net period income were approved exactly as it was. The proposal suggests; not distributing dividends aiming to optimize the cash flows since the Company is in investment period and transferring the remaining amounts from the profits prepared according to the Tax Procedure Law and the CMB regulations to extraordinary reserves and retained earnings respectively, after the allocation of the primary legal reserve pursuant to the regulation from the profits prepared according to the Tax Procedure Law and the CMB regulations."
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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/1126763
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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 |
21/03/2023 | 0 | %70,77 | %0,24 | %70,53 | Investor Relations/General Assembly/Resolutions Made In The Annual General Assembly | Investor Relations/General Assembly/Meeting Invitation and Agenda/ The Answers of the Questions Asked at the GAM | - | 222 | https://www.kap.org.tr/tr/Bildirim/1126763 |
2.1. Corporate Website
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Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
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"Corporate" and "Investor Relations" sections.
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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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We have no real person shareholder who directly own more than 5% of the shares. Shareholder structure of the Company is provided in "Corporate>Shareholder Structure" section of the website.
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List of languages for which the website is available
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Turkish and English
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2.2. Annual Report
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The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
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a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members
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"""Board of Directors"", ""Senior Management"" and ""Declaration of Interest by Independent 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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Board of Directos/Working Princinples of Board of Directos 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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Boards of Directors/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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"Changes in Legislation during the Reporting Period"
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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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"Additional Information Required by CMB Regulations / Lawsuits Initiated Against the Company during the Reporting Period"
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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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"Main Service Providers/Disclosure of Any Conflicts of Interest Between the Company and Its Service Providers"
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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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There is no cross ownership 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" and "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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Investor Relations/Corporate Governance/Policies
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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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Committee for Audit
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The contact detail of the company alert mechanism
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https://www.isgyo.com.tr/contact/ethic-line-contact-form/
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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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-
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Corporate bodies where employees are actually represented
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-
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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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Company?s organizational chart and the current promotion application require that employees are placed under each management who are trained and regarded as the manager candidates while promotions to key positions are under the authority of 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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"Human Resources" and "Corporate/Sustainability"
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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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There isn't an employee stock ownership programme.
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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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"Human Resources" and "Corporate/Sustainability"
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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/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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The Company does not have Corporate Social Responsibility Report. The Company has formed environmental, social and corporate governance policies and disclosed them. The ESG Policies and Company's Sustainability Principles Compliance Report are available in "Corporate>Sustainability" section of the Corporate web site
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Any measures combating any kind of corruption including embezzlement and bribery
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An Ethical Hotline has been established for the stakeholders to report the transactions considered to be contradictory to the laws and the Company?s ethical values. The Company?s Code of Ethics regulates this subject. Internal regulations of the Company also stipulates a ban to offer benefits regarding the employees. All of these factors are scrutinized by the current supervision activities of the Company. The Company's Gifts & Hospitality Policy and Anti-Bribery and Anti-Corruption Policy are submitted to the information of all stakeholders.
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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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-
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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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According to the assignation of duties and responsibilities; Board Members Mr. Can Yücel and Mr. Kubilay Aykol were elected as the Chairman of the Board of Directors and as the Vice Chairman, respectively. Also, elections to committee seats were held as required by CMB Corporate Governance Communiqué and working principles of the Committees. Indepent Board Member Ms. Prof. Arzu Erdem was elected as the Head of the Committee for Early Detection of Risk and the member of the Committee for Audit; Independent Board Member Prof. Oğuz Cem Çelik was elected as the Head of the Corporate Governance Committee; Independent Board Member Mr. İlkay Arıkan was elected as the Head of the Committee for Audit and the member of the Corporate Governance Committee; Board Members Mr. Kubilay Aykol and Mr. Murat Doğan were elected as members of the Corporate Governance Committee and Committee for Early Recognition of Risk. There is no delegation of authority other than the distribution of tasks. Neither a Nominating Committee nor a Remuneration Committee has been set up. The functions of these committees are performed by the Corporate Governance Committee. The Corporate Governance Committee is also appointed within the scope of the Company's Environmental, Social and Corporate Governance issues and sustainability practices
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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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4
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Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls
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Internal System Unit
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Name of the Chairman
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Can Yücel
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Name of the CEO
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Ömer Barlas Ükü
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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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The Company has insurance for any damage that may be caused by the members of the board of directors during the discharge of their duties but the amount of the insurance does not exceed 25% of the capital.No PDP notification is made regarding this issue.
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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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-
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The number and ratio of female directors within the Board of Directors
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There is 1 female Board Member in the Board. The ratio is 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 |
CAN YÜCEL | Male | Chairman of the Board | Banker | 21/03/2023 | Non-Executive | Chairman of the Board | T. İş Bankası A.Ş. Deputy General Manager, Türkiye Şişe ve Cam Fabrikaları A.Ş. Member of the Board of Directors, Chairman of the Board of Joint Stock Company İşbank | Yes | Dependent Member | |||||||
MURAT KARLUK ÇETİNKAYA | Male | Deputy Chairman of the Board | Civil Engineer | 10/07/2020 | Non-Executive | Vice Chairman and Board Member | Division Manager of Construction and Real Estate Management Department of İşbank; Board Member of İş Portföy Yönetimi A.Ş | Yes | Dependent Member | |||||||
ÖMER BARLAS ÜLKÜ | Male | Member of the Board | Banker | 31/07/2023 | Executive | Group Head, Assistant General Manager | Vice Chairman at Kanyon Yönetim İşletim ve Pazarlama A.Ş., Chairman at Kasaba Gayrimenkul İnşaat Taahhüt ve Ticaret A.Ş. | Yes | Dependent Member | |||||||
ÖZCAL KORKMAZ | Male | Member of the Board | Sworn-in Certified Public Accountant | 29/04/2020 | Non-Executive | Board Member | Yes | Dependent Member | ||||||||
MURAT DOĞAN | Male | Member of the Board | Banker | 08/12/2014 | Non-Executive | Board Member | Affiliates Department Manager at T. İş Bankası A.Ş., Board Member at Türkiye Sınai Kalkınma Bankası A.Ş., Trakya Yatırım Holding A.Ş. ve İş Enerji Yatırımları A.Ş., Vice Chairman at Maxis Girişim Sermayesi Portföy Yönetimi A.Ş. ve Kasaba Gayrimenkul İnşaat Taahhüt ve Ticaret A.Ş., Chairman at İş Yenilenebilir Enerji Proje Yönetimi Danışmanlık A.Ş., Batı Karadeniz Elektrik Dağıtım ve Ticaret A.Ş. ve Casaba Yönetim İşletim İm. İth. İhr. Paz. Tem. Güv. Ulaş. Tic. ve San. A.Ş. | Yes | Dependent Member | Member of the Corporate Governance Committee and Early Detection of Risk Committee | ||||||
VAHİDE UYAR | Female | Member of the Board | Banker | 26/03/2024 | Non-Executive | Retail Loans Department Manager at Türkiye İş Bankası A.Ş | Retail Loans Department Manager at Türkiye İş Bankası A.Ş. | Yes | Dependent Member | Member of Corporate Governance Committee and Committee on Early Risk Detection | ||||||
OĞUZ CEM ÇELİK | Male | Member of the Board | Academician | 23/03/2022 | Non-Executive | Independent Board Member | Faculty member at Istanbul Technical University, Faculty of Architecture, Department of Structural and Earthquake Engineering, Member of New Building Technologies Board within the scope of Turkish National Risk Shield Model | No | Independent Member | https://www.kap.org.tr/tr/Bildirim/1257954 | Considered | No | Chairman of the Committee for Audit | |||
İLKAY ARIKAN | Male | Member of the Board | Adviser | 23/03/2022 | Non-Executive | Independent Board Member | Aktio Danışmanlık Co-Founder and Independent Board Member of Global Menkul Değerler A.Ş. | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1257954 | Considered | No | Chairman of the Corporate Governance Committee, Member of the Committee for Audit | |||
MEHMET GÖKPINAR | Male | Member of the Board | Other | 26/03/2024 | Non-Executive | Independent Board Member | No | Independent Member | https://www.kap.org.tr/tr/Bildirim/1257954 | Considered | No | Chairman of the Early Detection of Risk 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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The Board of Directors convened 7 times during this year.
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Director average attendance rate at board meetings
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%89
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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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As a rule under the general practices of the Company, care is taken to send the information and documents relevant to the agenda of the board meetings to all board members at least one week in advance.
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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" and "Corporate/Board of Directors/Board of Directors Working Principles"
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Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
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There is no policy covering the number of external duties held by directors.Assumption of external commitments by the Board members has been subject to the general provisions and the board members are required to get the permission of the General Assembly for having transactions with the Company and borrowing from the Company under the Article 395 of Turkish Code of Commerce (TTK) and noncompetition with the Company under the Article 396 of TTK.
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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/Operating Principles of the Board of Directors and Board of Directors' Assessment of the Efficiency of Board of Directors Committees and the Company's Internal Systems sections and "Committee for Audit Report" section.
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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/363253 https://www.kap.org.tr/tr/Bildirim/1074633
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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) | Prof. Dr. Oğuz Cem Çelik | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Kubilay Aykol | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | İlkay Arıkan | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Murat Doğan | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ayşegül Şahin Kocameşe | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Prof. Dr. Arzu Erdem | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Kubilay Aykol | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Murat Doğan | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | İlkay Arıkan | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Prof. Dr. Arzu Erdem | 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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"Board of Directos/Working Princinples of Board of Directos Committees" and "Board of Directors? Assessment of the Efficiency of Board of Directors Committees and the Company?s Internal Systems" sections and "Committee for Audit Report" section.
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Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website)
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"Board of Directos/Working Princinples of Board of Directos Committees" and "Board of Directors? Assessment of the Efficiency of Board of Directors Committees and the Company?s Internal Systems" sections
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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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"Board of Directos/Working Princinples of Board of Directos Committees" and "Board of Directors? Assessment of the Efficiency of Board of Directors Committees and the Company?s Internal Systems" sections
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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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"Board of Directos/Working Princinples of Board of Directos Committees" and "Board of Directors? Assessment of the Efficiency of Board of Directors Committees and the Company?s Internal Systems" sections
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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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"Board of Directos/Working Princinples of Board of Directos Committees" and "Board of Directors? Assessment of the Efficiency of Board of Directors Committees and the Company?s Internal Systems" sections
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4.6. Financial Rights
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Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)
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Board of Directors Activities in 2023
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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The remuneration of Board of Directors is regulated in the Article 15 of Company's Article of Association. The remunerations of the Members of the Board of Directors are proposed by the Corporate Governance Committee and the remuneration to be paid is determined by the General Assembly. Company's Remuneration Policy comprising all executives and employees of the Company at every levels, is disclosed in the Company's web site in "Investor Relations/Corporate Governance/Policies" section.
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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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"Board of Directors/Remuneration of the Members of the Board of Directors" and "Additional Information Required by CMB Regulations/Remuneration of the Board of Directors and Senior Management"
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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) | %80 | %40 | The committee convened 14 times during the year, but no physical meetings were held. | 8 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %33 | The committee convened 6 times during the year, but no physical meetings were held. | 6 | |
Denetim Komitesi (Audit Committee) | %100 | %100 | The committee convened 8 times during the year, but no physical meetings were held. | 8 |