ECZACIBAŞI YATIRIM HOLDİNG ORTAKLIĞI A.Ş.ECZYT |
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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-
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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/tr/Bildirim/1123567
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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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Yes, they have been provided. The call for General Assembly Meeting, Agenda of General Assembly, General Assembly Information Document and sample Letter of Proxy have been announced at PDP in English at the same time as the Turkish version, whereas the Minutes of the General Assembly Meeting has been uploaded to the corporate website as an English text as soon as possible after the announcement made in PDP.
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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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There is no transaction in this regard.
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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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There is no transaction in this regard.
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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/1120478
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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 / Eczacıbaşı Yatırım Holding / Corporate Governance / Company Policies / Donation and 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/1021620
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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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There is no such article of such nature in the articles of association. It is possible for those stakeholders who wish to do so to attend general assembly meetings with no right of taking the floor.
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Some of the Eczacıbaşı Group employees attended the General Assembly Meeting, where the activities for the year 2022 were discussed.
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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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%81,57
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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 / Eczacıbaşı Yatırım Holding / Corporate Governance / Company Policies / Dividend Distribution 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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It was decided to distribute dividends.
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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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It was decided to distribute dividends.
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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 |
11/04/2023 | 0 | %82,6 | %0,29 | %82,31 | Investor Relations / Eczacıbaşı Yatırım Holding / General Assembly - General Assembly Minutes | Investor Rela-tions / Ec-zacıbaşı Yatırım Holding / General As-sembly - General As-sembly Minutes | None. | 0 | https://www.kap.org.tr/tr/Bildirim/1123567,, https://www.kap.org.tr/tr/Bildirim/1136576, https://www.kap.org.tr/tr/Bildirim/1140072 |
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 / Eczacıbaşı Yatırım Holding/ Financial Information - Material Event Disclosures and Presentations - Corporate Governance - General Assembly - Frequently Asked Questions - Contact
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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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Investor Relations / Eczacıbaşı Yatırım Holding / About Us / Sharehold-ing 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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Corporate Governance / Board of Directors and Independence State-ments
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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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Corporate Governance / Board of Directors
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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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Corporate Governance / Board of Directors
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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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There is no legislative change that may significantly affect the Compa-ny's activities Information is provided in the ?Other Issues and Explana-tions? section of the Annual Report.
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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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There is no lawsuit brought against the company that may affect its financial position. Information is provided in the ?Other Issues and Explanations? section of the Annual Report.
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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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No investment consultancy and rating service was procured. Infor-mation is provided in the ?Other Issues and Explanations? section of the Annual Report.
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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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Activities, Substantial Developments Related to Activities and Financial Status / Information on Affiliates
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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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Institutional Management
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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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Although intra-company regulations do not a written compensation policy, compensation rights of beneficiaries are managed according to national and international legal norm.
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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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None.
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Compliance Board of Eczacıbaşı Group
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The contact detail of the company alert mechanism
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uyum@eczacibasi.com.tr Telephone number: (0 212) 371 72 72 Fax number: (0 212) 371 72 66
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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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Eczacıbaşı Group's internal regulations are not publicly available.
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Corporate bodies where employees are actually represented
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Our company does not have permanent employees, management services are outsourced.
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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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Developing a succession plan for the key management positions is determined by the Human Resources Planning Board and monitored by Eczacıbaşı Group's Talents and Remuneration Committee.
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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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Gender and Equal Opportunity Policy is published at www.eczacibasi.com.tr Investor Relations / Eczacıbaşı Yatırım Hold-ing / Corporate Governance / Company Policies / Gender and Equal Opportunity Policy, and the summary of the human resources policy of Eczacıbaşı Group covering hiring principles is published at www.eczacibasi.com.tr / Come Alive at Eczacıbaşı / Come Alive For Your Career.
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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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Eczacıbaşı Group's policy covering discrimination and mistreatments and the measures to prevent them is published at www.eczacibasi.com.tr / Code of Conduct.
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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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0
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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 / Eczacıbaşı Yatırım Holding / Corporate Govern-ance / 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 activities carried out for corporate social responsibility issues in Eczacıbaşı Group are published at www.eczacibasi.com.tr For Our Future / Social Responsibility. In addition, Environmental, Social, Corporate Governance Policy is published on www.eczacibasi.com.tr Investor Relations / Eczacıbaşı Yatırım Holding / Corporate Governance / Company Policies / Envi-ronmental, Social, Corporate Governance Policy.
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Any measures combating any kind of corruption including embezzlement and bribery
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The measures taken by Eczacıbaşı Group for combating corruption are included in the Code of Conduct booklet and published at www.eczacibasi.com.tr / Code of Conduct.
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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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01.03.2024
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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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No delegation of authority has been made among the members of the Board of Directors.
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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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0
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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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Information on the company?s internal control system and internal audit activities, and opinion of the managing body
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Name of the Chairman
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Ferit Bülent Eczacıbaşı
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Name of the CEO
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Seyfettin Sarıçam
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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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They are 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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Insurance was subscribed under the umbrella insurance of the Group and the sum insured is above 25% of the Company capital. Since it is covered by the Group's umbrella insurance, no PDP disclosure was made.
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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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There is no policy specific to increasing the ratio of female board members, information on the Gender and Equal Opportunity Policy is provided in www.eczacibasi.com.tr Investor Relations / Eczacıbaşı Yatırım Holding / Corporate Governance / Company Policies / Gender and Equal Opportunity Policy section.
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The number and ratio of female directors within the Board of Directors
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Number: 1? ratio: 16.67%
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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 |
FERİT BÜLENT ECZACIBAŞI | Male | Chairman of the Board | Businessman / Businesswoman | 15/04/1993 | Non-Executive | Yönetim Kurulu Başkanı | Eczacıbaşı Holding A.Ş. Yönetim Kurulu Başkanı / Eczacıbaşı Topluluğu Başkanlar (İcra) Kurulu Başkanı / Eczacıbaşı Topluluğu şirketlerinde Yönetim Kurulu Başkanlığı ve Üyeliği | Yes | 0 | - | Dependent Member | - | Yoktur. | |||
RAHMİ FARUK ECZACIBAŞI | Male | Vice Chairman of the Board | Businessman / Businesswoman | 15/04/1996 | Non-Executive | Yönetim Kurulu Başkan Yardımcısı | Eczacıbaşı Holding A.Ş. Yönetim Kurulu Başkan Yardımcısı / Eczacıbaşı Topluluğu Başkanlar (İcra) Kurulu Başkan Yardımcısı / Eczacıbaşı Topluluğu şirketlerinde Yönetim Kurulu Başkanlığı ve Üyeliği | Yes | 0 | - | Dependent Member | - | Yoktur. | |||
ATALAY MUHARREM GÜMRAH | Male | Member of the Board | Managing Director / Chief Executive | 13/04/2017 | Non-Executive | Yönetim Kurulu Üyesi | Eczacıbaşı Topluluğu CEO / Eczacıbaşı Holding A.Ş. - Genel Müdür Eczacıbaşı Topluluğu şirketlerinde yönetim kurulu üyeliği | Yes | 0 | - | Dependent Member | - | Riskin Erken Saptanması Komite Üyesi | |||
SİMHAN SAVAŞÇIN BAŞARAN | Female | Member of the Board | Lawyer | 18/04/2022 | Non-Executive | Yönetim Kurulu Üyesi | - | No | 0 | - | Dependent Member | - | Kurumsal Yönetim Komite Üyesi | |||
MEHMET NİZAMETTİN ÇETECİ | Male | Member of the Board | Economist | 18/10/2022 | Non-Executive | Bağımsız Yönetim Kurulu Üyesi | - | Yes | 0 | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1072670 | Considered | No | Kurumsal Yönetim Komitesi Başkanı, Denetimden Sorumlu Komite Üyesi | |
NESİMİ ERTEN | Male | Member of the Board | Economist | 11/04/2023 | Non-Executive | - | - | Yes | 0 | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1123567 | Considered | No | Denetimden Sorumlu Komite Başkanı, Riskin Erken Saptanması Komitesi Başkanı |
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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Four physical meetings were held and the other 19 meeting resolu-tions have been passed by circulating among the attendees.
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Director average attendance rate at board meetings
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%94,89
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Whether the board uses an electronic portal to support its work or not
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Hayır (No)
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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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Documents prepared in connection with agenda items are sent by the secretariat to members of the Board of Directors minimum three (3) business days before meeting date.
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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 / Eczacıbaşı Yatırım Holding / Corporate Governance / Working Principles of the Board of Directors
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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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Although there is no such policy, members of the Board of Directors can take office at companies affiliated with Eczacıbaşı Group, how-ever, as a principle, they may not take office outside the Group.
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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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Corporate Governance / Board of Directors
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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/817981 https://www.kap.org.tr/tr/Bildirim/820333
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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) | - | Nesimi Erten | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Mehmet Nizamettin Çeteci | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Mehmet Nizamettin Çeteci | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Simhan Savaşçın Başaran | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Zeynep Serttepe | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Nesimi Erten | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Atalay Muharrem Gümrah | 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 / Corporate Governance / Board of Directors / Audit Committee
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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 / Corporate Governance / Board of Directors / Corporate Governance Committee
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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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No separate nomination committee was established in accordance with article 4.5.1 of the Communiqué number II.171. The duties of the nomination committee are fulfilled by the corporate governance committee. Described under the titles of the Annual Report / Corporate Governance/ Board of Directors/ 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)
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Annual Report / Corporate Governance / Board of Directors / Committee of Early Detection of Risk
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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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No separate compensation committee was established in accordance with article 4.5.1 of the Communiqué number II.171. The duties of this committee are fulfilled by the corporate governance committee. Described under the titles of the Annual Report / Corporate Governance/ Board of Directors/ Corporate Governance Committee.
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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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Activities, Substantial Developments Related To Activities And Financial Position
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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Investor Relations / Eczacıbaşı Yatırım Holding / Corporate Governance / Company Policies / Remuneration Policy
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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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Corporate Governance / Benefits Provided to Members of the Board of Directors 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 |
Denetim Komitesi (Audit Committee) | - | %100 | %100 | 4 | 9 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %67 | %33 | 3 | 6 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %50 | 7 | 7 |