ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş.ASELS |
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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99
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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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-
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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-
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1.3. General Assembly
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Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
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https://www.kap.org.tr/en/Bildirim/1141475 https://www.kap.org.tr/en/Bildirim/1196955
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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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https://www.kap.org.tr/en/Bildirim/1141475 https://www.kap.org.tr/en/Bildirim/1196955
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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/en/Bildirim/1139381
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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/en/Bildirim/1139381
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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/en/Bildirim/1141475
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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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-
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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The representatives of the Independent Audit Company attended the general assembly meeting.
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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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-
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The percentage of ownership of the largest shareholder
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%74,2
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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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-
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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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-
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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 |
26/04/2023 | 0 | %80,24 | %6,04 | %86,28 | Investor Relations > Corporate Governance > General Assembly | Investor Relations > Corporate Governance > General Assembly > General Assembly Documents | Article 12 | 133 | https://www.kap.org.tr/en/Bildirim/1141475 |
22/09/2023 | 0 | %79,09 | %4,88 | %83,97 | Investor Relations > Corporate Governance > General Assembly | Investor Relations > Corporate Governance > General Assembly > General Assembly Documents | Article 12 | 152 | https://www.kap.org.tr/tr/Bildirim/1196955 |
2.1. Corporate Website
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Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
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Investor Relations > Corporate Governance
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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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-
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List of languages for which the website is available
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Turkish, English
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2.2. Annual Report
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The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
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a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members
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The information on the duties of the members of the board of directors and executives conducted out of the company is under Article 4/a of the Report of Board of Directors. Declarations on independence of board members are end of the Annual Report > Corporate Governance Principles Compliance Report.
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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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The information is in the Annual Report > Corporate Governance Principles Compliance Report > Number of Committees Formed in the Board of Directors with Their Structures and Independency title.
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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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The information is in the Annual Report > Corporate Governance Principles Compliance Report > Principles of Activity of the Board of Directors title.
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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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The information is under Article 8 of the Report of Board of Director.
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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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The information is under Financial Information Note 15 and at the same time under Article 10 of the Report of Board of Directors.
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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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None.
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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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The information is under Article 4/b of the Report of Board of Directors.
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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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The information is in the Annual Report > Corporate Governance Principles Compliance Report > Ethical Rules and Social Responsibility title.
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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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The information is under Article 10 of the Annual Report of Board of Directors.
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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CEO
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The contact detail of the company alert mechanism
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CEO Ahmet AKYOL Phone Number: (0312) 592 60 00 Address: ASELSAN Elektronik Sanayi ve Ticaret A.Ş. Mehmet Akif Ersoy Mahallesi İstiklal Marşı Caddesi No: 16 06200 Yenimahalle ANKARA, TÜRKİYE
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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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It was regulated by internal directives and it is not open to the public.
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Corporate bodies where employees are actually represented
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None.
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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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There is 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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The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy.
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Career > Being Part of Our Team
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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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About Us > Our Human 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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The information is under Article 10 of the Annual Report of Board of Directors.
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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 > Ethical Principles
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The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.
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Investor Relations > Corporate Governance >Sustainability
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Any measures combating any kind of corruption including embezzlement and bribery
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Investor Relations > Corporate Governance > Policies
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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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26.03.2024
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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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It was resolved at the meeting of the Board of Directors of our Company, held on 22.09.2023 that; Prof. Dr. Ercümend ARVAS?ın shall be appointed as the Chairman of the Board of Directors, Alpaslan KAVAKLIOĞLU shall be appointed as the Vice Chairman and Yavuz ÇELİK and Mustafa Murat ŞEKER shall be appointed as the Managing Members. The details regarding the context of the authorities are included in the articles of association.
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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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24
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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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The information is under Article 4/a of the Annual Report of Board of Directors.
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Name of the Chairman
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Prof. Dr. Ercümend ARVAS
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Name of the CEO
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Ahmet AKYOL
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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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None.
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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/en/Bildirim/ 1180650
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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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None.
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The number and ratio of female directors within the Board of Directors
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1/9
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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 |
ERCÜMEND ARVAS | Male | Chairman of the Board | Academician | 22/09/2023 | Non-Executive | Member of the Board | MEMBER OF THE BOARD OF DIRECTORS OF KARDEMİR SANAYİ VE TİCARET A.Ş. | Yes | 0 | - | Dependent Member | - | Not Considered | No | - | |
ALPASLAN KAVAKLIOĞLU | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 26/04/2019 | Non-Executive | Member of the Board | DEPUTY MINISTER OF MINISTRY OF DEFENSE, MEMBER OF THE BOARD OF DIRECTORS OF TURKISH PARLIAMENTARIANS UNION, | Yes | 0 | - | Dependent Member | - | Not Considered | No | - | |
İSMAİL ARI | Male | Member of the Board | Academician | 22/09/2023 | Non-Executive | - | OZYEGIN UNIVERSITY FACULTY MEMBER, MEMBER OF THE BOARD OF DIRECTORS OF TÜBİTAK SAGE, MEMBER OF THE EXECUTIVE COUNCIL OF UNIVERSITY-INDUSTRY COLLABORATION CENTERS PLATFORM OF TÜRKİYE | Yes | 0 | - | Independent Member | https://www.kap.org.tr/en/Bildirim/1295148 | Considered | No | Corporate Governance Committee / Chairman, Audit Committee / Member | |
BEKİR BAYRAKDAR | Male | Member of the Board | Managing Director / Chief Executive | 22/09/2023 | Non-Executive | - | COMMISSIONER OF REVENUE ADMINISTRATION | Yes | 0 | - | Dependent Member | - | Not Considered | No | Early Detection and Management of Risk Committee / Member | |
YAVUZ ÇELİK | Male | Executive Director | Managing Director / Chief Executive | 19/06/2020 | Non-Executive | Member of the Board | - | Yes | 0 | - | Dependent Member | - | Not Considered | No | - | |
GÖKSEL SEVİNDİK | Male | Member of the Board | Managing Director / Chief Executive | 14/06/2024 | Non-Executive | - | - | Yes | 0 | - | Independent Member | https://www.kap.org.tr/en/Bildirim/1295148 | Considered | No | Early Detection and Management of Risk Committee / Chairman, Audit Committee / Member | |
MUSTAFA MURAT ŞEKER | Male | Executive Director | Managing Director / Chief Executive | 29/06/2021 | Non-Executive | Deputy Chairman of the Board, Member of the Board | VICE PRESIDENT AT PRESIDENCY OF DEFENCE INDUSTRIES, VICE CHAIRMAN OF ANKARA AEROSPACE INDUSTRY ZONE, VICE CHAIRMAN OF THE BOARD OF DIRECTORS OF SSTEK A.Ş., MEMBER OF THE BOARD OF DIRECTORS OF ASFAT A.Ş. | Yes | 0 | - | Dependent Member | - | Not Considered | No | Corporate Governance Committee / Member | |
EBRU TÜMER | Female | Member of the Board | Academician | 22/09/2023 | Non-Executive | - | PROFESSOR IN GEBZE TECHNICAL UNIVERSITY | Yes | 0 | - | Independent Member | https://www.kap.org.tr/en/Bildirim/1295148 | Considered | No | Audit Committee / Chairman | |
AHMET YOZGATLIGİL | Male | Member of the Board | Managing Director / Chief Executive | 22/09/2023 | Non-Executive | - | DEPUTY MINISTER OF MINISTRY OF INDUSTRY AND TECHNOLOGY, MEMBER OF THE BOARD OF DIRECTORS OF BİLİŞİM VADİSİ, MEMBER OF THE BOARD OF DIRECTORS OF SAHA ISTANBUL, MEMBER OF THE BOARD OF DIRECTORS OF IZMIR BIOMEDICINE AND GENOME CENTER | Yes | 0 | - | Dependent Member | - | Not Considered | No | Corporate Governance Committee / 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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14
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Director average attendance rate at board meetings
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%97
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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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At leats 3 days prior
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The name of the section on the corporate website that demonstrates information about the board charter
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It was regulated by internal directives and it is not open to the public.
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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 are no limitations for the members of the Board of Directors regarding them to carry duties outside the company, except the duties that are subject to prohibition of competition.
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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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The information is in the Annual Report > Corporate Governance Principles Compliance Report > Number of Committees Formed in the Board of Directors with Their Structures and Independency title.
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Link(s) to the PDP announcement(s) with the board committee charters
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The working principles of the committees are not disclosed on PDP, yet they are presented at the end of the Annual Report.
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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 |
Denetim Komitesi (Audit Committee) | - | Ebru TÜMER | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | İsmail ARI | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Göksel SEVİNDİK | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | İsmail ARI | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Ahmet YOZGATLIGİL | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Mustafa Murat ŞEKER | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Pınar ÇELEBİ | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Göksel SEVİNDİK | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Bekir BAYRAKDAR | 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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The information is in the Annual Report > Corporate Governance Principles Compliance Report > Number of Committees Formed in the Board of Directors with Their Structures and Independency title.
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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)
|
The information is in the Annual Report > Corporate Governance Principles Compliance Report > Number of Committees Formed in the Board of Directors with Their Structures and Independency title.
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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)
|
The duties of the nomination committee is carried by the Corporate Governance Committee.
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Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)
|
The information is in the Annual Report > Corporate Governance Principles Compliance Report > Number of Committees Formed in the Board of Directors with Their Structures and Independency title.
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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)
|
The duties of the compensation committee is carried by the Corporate Governance Committee.
| |
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)
|
The information is given under Article 7 of the Report of Board of Directors.
| |
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Investor Relations > Corporate Governance > Policies title.
| |
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)
|
The information is given under Article 4/a of the Report of Board of Directors.
|
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 | 12 | 11 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %80 | %25 | 4 | 5 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %50 | 7 | 7 |