INVEO YATIRIM HOLDİNG A.Ş.INVEO |
1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
2
| |
1.2. Right to Obtain and Examine Information
|
||
The number of special audit request(s)
|
0
| |
The number of special audit requests that were accepted at the General Shareholders' Meeting
|
0
| |
1.3. General Assembly
|
||
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
|
https://www.kap.org.tr/tr/Bildirim/1131679
| |
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
No. Documents related to the general assembly meeting are not submitted in English simultaneously with Turkish.
| |
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
|
During the period, within the scope of Corporate Governance Principle No. 1.3.9, there were no transactions that did not have the approval of the majority of the independent members or the unanimous vote of the participants.
| |
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)
|
https://www.kap.org.tr/tr/Bildirim/1109518
| |
The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)
|
-
| |
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Investor Relations / Corporate Governance
| |
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved
|
https://www.kap.org.tr/tr/Bildirim/1141407
| |
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
There is no provision in the articles of association regulating the participation of stakeholders in the general assembly.
| |
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
The Ordinary General Assembly of the Company for the year 2022 held on April 26, 2023 was attended by two members of the Board of Directors, the Company's Strategy and Planning Director, the individuals responsible for the preparation of the financial statements and the Company's auditor.
| |
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.
|
In the election of the members of the Board of Directors, each Group (A) share has 15 (Fifteen) voting rights and each Group (B) share has 1 (One) voting right.
| |
The percentage of ownership of the largest shareholder
|
%81,02
| |
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
| |
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.
|
Text of the minutes regarding the 7th item of the agenda of the Ordinary General Assembly for the year 2022 held on April 26, 2023: "For the accounting period ending on December 31, 2022, out of the net profit for the period amounting to TL 1,971,460,542.00 according to CMB, TL 1,957,286,982.24 remaining after setting aside the venture capital fund of TL 1,600,000.00 in accordance with Article 325/A of the Tax Procedure Law; out of the net profit for the period amounting to TL 806,407,385.52 in the legal records, TL 792,233,825.76 remaining after setting aside the venture capital fund of TL 1,600,000.00 in accordance with Article 325/A of the Tax Procedure Law. 600,000.00 TL venture capital fund in accordance with Article 325/A of the Tax Procedure Law, the remaining amount of TL 792,233,825.76 to be set aside as extraordinary reserves, and it has been unanimously decided not to distribute dividends following the evaluation made by taking into account our Company strategies, investment and financing policies."
| |
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
|
https://www.kap.org.tr/tr/Bildirim/1141407
|
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 |
26/04/2023 | 0 | %81,03 | %0,01 | %81,02 | Investor Relations / General Assembly Information | Investor Relations / General Assembly Information | - | 0 | https://www.kap.org.tr/tr/Bildirim/1141407 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
Investor Relations
| |
If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.
|
Investor Relations
| |
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
|
2022 Annual Report Corporate Governance Section
| |
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
|
2022 Annual Report Corporate Governance Section
| |
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
|
2022 Annual Report Corporate Governance Section
| |
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
|
2022 Annual Report Corporate Governance Section
| |
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
|
2022 Annual Report Corporate Governance Section
| |
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
|
2022 Annual Report Corporate Governance Section
| |
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%
|
2022 Annual Report Corporate Governance Section
| |
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
|
2022 Annual Report General Manager's Assessment Section and Fields of Activity and Companies Section
|
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
| |
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
0
| |
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Human Resources Department
| |
The contact detail of the company alert mechanism
|
etik@inveo.com.tr
| |
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
|
-
| |
Corporate bodies where employees are actually represented
|
-
| |
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
|
The Board of Directors does not have a role in developing a succession plan for key executive positions.
| |
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.
|
Investor Relations / Corporate Governance
| |
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.
|
Investor Relations / Corporate Governance
| |
The number of definitive convictions the company is subject to in relation to health and safety measures
|
0
| |
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
Investor Relations / Corporate Governance
| |
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.
|
-
| |
Any measures combating any kind of corruption including embezzlement and bribery
|
-
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
-
| |
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
|
As a result of the distribution of duties made by the Board of Directors among the members of the Board of Directors elected at the Ordinary General Assembly meeting of our Company dated 26.04.2023; Mr. Erhan Topaç was elected as the Chairperson of the Board of Directors and Mr. Onur Topaç was elected as the Vice Chairperson of the Board of Directors.
| |
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
0
| |
Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls
|
Corporate Governance Section of the 2022 Annual Report
| |
Name of the Chairman
|
Erhan Topaç
| |
Name of the CEO
|
Onur Topaç
| |
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
|
Since the Chairperson of the Board of Directors and the Chief Executive Officer/General Manager are not the same person, there is no link on the PDP (Public Disclosure Platform).
| |
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
|
-
| |
The number and ratio of female directors within the Board of Directors
|
%33
|
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 |
ERHAN TOPAÇ | Male | Chairman of the Board | Businessman / Businesswoman | 14/04/1998 | Non-Executive | Yönetim Kurulu Başkanı | Misyon Yatırım Bankası A.Ş. Yönetim Kurulu Başkanı | Yes | 81,02 | - | Dependent Member | - | Not Considered | No | - | |
Onur Topaç | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 15/04/2015 | Executive | Yönetim Kurulu Başkan Vekili / Genel Müdür | Gedik Yatırım Menkul Değerler A.Ş. Yönetim Kurulu Başkanı ve CEO, Misyon Yatırım Bankası A.Ş. Yönetim Kurulu Başkanı Yardımcısı, HiVC Girişim Sermayesi Yatırım Ortaklığı A.Ş. Yönetim Kurulu Başkanı, Inveo Ventures Girişim Sermayesi Yatırım Ortaklığı A.Ş. Yönetim Kurulu Başkanı, ICHAIN Yatırım Holding A.Ş. Yönetim Kurulu Başkanı, Inveo Araç Kiralama Hizmetleri A.Ş. Yönetim Kurulu Başkanı, BV Teknoloji İş Geliştirme Danışmanlık ve Organizasyon Hizmetleri A.Ş. Tüzel Kişi Adına Yönetim Kurulu Üyesi, GYT Bilişim ve Ticaret A.Ş. Yönetim Kurulu Başkanı | Yes | - | Dependent Member | - | Not Considered | No | - | ||
BORA ORUÇ | Male | Member of the Board | Managing Director / Chief Executive | 07/12/2020 | Non-Executive | - | Foneria Portföy Yönetimi A.Ş. Yönetim Kurulu Başkan Vekili ve İş Yatırım Ortaklığı A.Ş. Bağımsız Yönetim Kurulu Üyesi | Yes | - | Dependent Member | - | Not Considered | No | - | ||
DEMET ÖZDEMİR | Female | Member of the Board | Managing Director / Chief Executive | 19/03/2021 | Non-Executive | - | Osmanlı Yatırım Menkul Değerler A.Ş. Yönetim Kurulu Üyesi, Sun Tekstil A.Ş. Yönetim Kurulu Üyesi, İngiliz Türk Ticaret Odası Yönetim Kurulu Üyesi, Gelecek Varlık Yönetimi A.Ş. Bağımsız Yönetim Kurulu Üyesi, Çelebi Hava Servisi A.Ş. Bağımsız Yönetim Kurulu Üyesi ve Akenerji Elektrik Üretim A.Ş. Bağımsız Yönetim Kurulu Üyesi | Yes | - | Dependent Member | - | Not Considered | No | - | ||
ÜLKÜ FEYYAZ TAKTAK | Male | Member of the Board | Managing Director / Chief Executive | 24/04/2018 | Non-Executive | - | Gedik Yatırım Menkul Değerler A.Ş. Bağımsız Yönetim Kurulu Üyesi, Marbaş Menkul Değerler A.Ş. Yönetim Kurulu Üyesi, MESS Eğitim Vakfı Yönetim Kurulu Üyesi | Yes | 0,02 | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1131679 | Considered | No | Kurumsal Yönetim Komitesi Başkanı, Denetimden Sorumlu Komite Üyesi, Riskin Erken Saptanması Komitesi Üyesi | |
RÜYA ESER | Female | Member of the Board | Economist | 25/03/2022 | Non-Executive | - | Gedik Yatırım Menkul Değerler A.Ş. Bağımsız Yönetim Kurulu Üyesi, Marbaş Menkul Değerler A.Ş. Bağımsız Yönetim Kurulu Üyesi, Kartonsan Karton Sanayi ve Ticaret A.Ş.Yönetim Kurulu Üyesi, MSGSU Üniversitesi yarı zamanlı öğretim görevlisi | Yes | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1131679 | Considered | No | Riskin Erken Saptanması Komitesi Başkanı, Denetimden Sorumlu Komite Başkanı, Kurumsal Yönetim Komitesi Üyesi |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
36
| |
Director average attendance rate at board meetings
|
%98
| |
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
|
The Board of Directors working principles have not been determined yet.
| |
The name of the section on the corporate website that demonstrates information about the board charter
|
The conduct of the Board of Directors meetings is stipulated in Article 9 of the Company's Articles of Association. There are no other relevant internal regulations other than the Company's articles of association. The Company's articles of association are available on the Investor Relations / Corporate Governance / Articles of Association section of the corporate website.
| |
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
There is no policy restricting the members from assuming other duties outside the company.
| |
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
2022 Annual Report Corporate Governance Section
| |
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/tr/Bildirim/1088176
|
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) | - | RÜYA ESER | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | ÜLKÜ FEYYAZ TAKTAK | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | RÜYA ESER | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | ÜLKÜ FEYYAZ TAKTAK | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | ÜLKÜ FEYYAZ TAKTAK | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | RÜYA ESER | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | DENİZ ÖZER | 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)
|
2022 Annual Report Corporate Governance Section
| |
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)
|
2022 Annual Report Corporate Governance Section
| |
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)
|
2022 Annual Report Corporate Governance Section
| |
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)
|
2022 Annual Report Corporate Governance Section
| |
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)
|
2022 Annual Report Corporate Governance Section
| |
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)
|
2022 Annual Report Corporate Governance Section
| |
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Investor Relations / Corporate Governance
| |
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)
|
2022 Annual Report Corporate Governance Section
|
Names Of The Board Committees | Name of committees defined as "Other" in the first column | The Percentage Of Non-executive Directors | The Percentage Of Independent Directors In The Committee | The Number Of Meetings Held In Person | The Number Of Reports On Its Activities Submitted To The Board |
Denetim Komitesi (Audit Committee) | - | %100 | %100 | 6 | 6 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %67 | %67 | 6 | 7 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %100 | 6 | 6 |