ENERJİSA ENERJİ A.Ş.ENJSA |
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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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Enerjisa participated to 1 conference and in total had 50 meetings with existing and potential investors.
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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/en/Bildirim/1119403
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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 documents were presented in English simultaneously except the list of attendees. Since the list of attendees was taken from the system in Turkish, it was presented in Turkish.
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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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Such transactions do not exist.
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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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No transactions in the scope of Article 9.
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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/1118284
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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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Under the Corporate Governance - Policies section of the Investor Relations website https://www.enerjisainvestorrelations.com/en/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/921884
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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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N/A
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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https://www.kap.org.tr/en/Bildirim/1129457
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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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N/A
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The percentage of ownership of the largest shareholder
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%40
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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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N/A
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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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Under the Corporate Governance - Policies section of the Investor Relations website https://www.enerjisainvestorrelations.com/en/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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Not proposed.
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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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Not proposed.
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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 |
| 29/03/2023 | 0 | %83,923 | %0,004 | %83,92 | Corporate Governance section of the IR web site. | https://www.enerjisainvestorrelations.com/medium/ReportAndPresentation/File/2629/enerjisa2022meetingminutesofordinarygeneralassembly.pdf | N/A | 0 | https://www.kap.org.tr/en/Bildirim/1119403 |
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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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Under the tabs on the Investor Relations website.
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If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.
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https://www.enerjisainvestorrelations.com/en/corporate/shareholder-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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SECTION NAME: DUTIES OF THE MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVES CONDUCTED OUT OF THE COMPANY & SECTION NAME: DECLARATIONS OF INDEPENDENCE
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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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SECTION NAME: RISKS AND THE EVALUATION OF THE MANAGEMENT BODY/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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SECTION NAME: RISKS AND THE EVALUATION OF THE MANAGEMENT BODY/BOARD OF DIRECTOS 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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SECTION NAME: COMPANY'S OPERATIONS AND RELATED MAJOR DEVELOPMENTS
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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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SECTION NAME: COMPANY'S OPERATIONS AND RELATED MAJOR DEVELOPMENTS
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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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SECTION NAME: COMPANY'S OPERATIONS AND RELATED MAJOR DEVELOPMENTS
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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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SECTION NAME: COMPANY'S OPERATIONS AND RELATED MAJOR DEVELOPMENTS
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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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SECTION NAME: COMPANY'S OPERATIONS AND RELATED MAJOR DEVELOPMENTS
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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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Under the Corporate Governance - Policies section of the Investor Relations website https://www.enerjisainvestorrelations.com/en/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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53
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Head of Internal Audit
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The contact detail of the company alert mechanism
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https://www.enerjisa.com.tr/en/about-enerjisa/company-profile/working-principlesethical-statement
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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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Human Resources Policy, under the Corporate Governance - Policies section of the Investor Relations website https://www.enerjisainvestorrelations.com/en/corporate-governance/policies/
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Corporate bodies where employees are actually represented
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https://www.enerjisainvestorrelations.com/medium/ReportAndPresentation/File/402/humanresourcespolicy.pdf
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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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Human Resources Policy: https://www.enerjisainvestorrelations.com/medium/ReportAndPresentation/File/402/humanresourcespolicy.pdf Corporate Governance Committee Charter: https://www.enerjisainvestorrelations.com/medium/ReportAndPresentation/File/918/corporategovernancecommitteecharter.pdf
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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 Policy and Diversity and Inclusion Policy under the Corporate Governance - Policies section of the Investor Relations website https://www.enerjisainvestorrelations.com/en/corporate-governance/policies/
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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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Human Resources Policy, Anti-Retaliation Policy and Diversity and Inclusion Policy under the Corporate Governance - Policies section of the Investor Relations website https://www.enerjisainvestorrelations.com/en/corporate-governance/policies
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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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1
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3.5. Ethical Rules and Social Responsibility
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The name of the section on the corporate website that demonstrates the code of ethics
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https://www.enerjisainvestorrelations.com/en/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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https://www.enerjisainvestorrelations.com/en/sustainability/sustainability-reports-menu
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Any measures combating any kind of corruption including embezzlement and bribery
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Anti-Bribery and Anti-Corruption Policy under the Corporate Governance - Policies section of the Investor Relations website https://www.enerjisainvestorrelations.com/en/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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4.12.2023
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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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N/A
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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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22 process audit reports and 87 ethics investigations
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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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SECTION NAME: COMPANY'S OPERATIONS AND RELATED MAJOR DEVELOPMENTS
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Name of the Chairman
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Kıvanç Zaimler
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Name of the CEO
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Murat Pınar
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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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Not combined.
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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/1133358
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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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Diversity and Inclusion Policy under the Corporate Governance - Policies section of the Investor Relations website https://www.enerjisainvestorrelations.com/en/corporate-governance/policies/
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The number and ratio of female directors within the Board of Directors
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3 female directors - 37.5%
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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 |
| KIVANÇ ZAİMLER | Male | Chairman of the Board | Managing Director / Chief Executive | 01/07/2018 | Non-Executive | He worked as Enerjisa CEO between March 2016 - June 2018. Since July 2018, he has been the Chairman of the Board of Directors | President of the Energy Group at Sabancı Holding, Chairman of the Board of Directors at SabancıDX, Deputy Chairman of the Board of Directors at Enerjisa Üretim, Member of the Board of Directors at Aksigorta and Agesa | No | Dependent Member | Not Considered | No | |||||
| ATTILA KISS | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 01/03/2024 | Non-Executive | He has been a member of the Board of Directors and the Vice Chairman of the Board since March 2024. | Senior Vice President of E.ON SE Energy Networks Europe | Yes | Dependent Member | Not Considered | No | |||||
| THORSTEN LOTT | Male | Member of the Board | Managing Director / Chief Executive | 01/01/2022 | Non-Executive | Member of the Board | Member of the Board of Directors (CFO) of PreussenElektra GmbH, Board Member at Enerjisa Üretim | Yes | Dependent Member | Not Considered | No | Committee of Early Detection of Risk - Member | ||||
| YEŞİM ÖZLALE ÖNEN | Female | Member of the Board | Managing Director / Chief Executive | 15/03/2023 | Non-Executive | As of 15 March 2023, Önen has been appointed as Human Capital & Sustainability Group President at Sabancı Holding and Board of Directors? Member for Enerjisa Enerji. | Sabancı Holding İnsan Kaynakları ve Sürdürülebilirlik Grup Başkanı, Enerjisa Üretim Yönetim Kurulu Üyesi, Kordsa Yönetim Kurulu Üyesi | No | Dependent Member | Not Considered | No | Corporate Governance Committee - Member | ||||
| NUSRET ORHUN KÖSTEM | Male | Member of the Board | Managing Director / Chief Executive | 01/04/2022 | Non-Executive | Member of the Board | President of the Finance Group at Sabancı Holding, Chairman of the Board of Directors at Carrefoursa, Board Member at Akbank, Kordsa and Enerjisa Üretim | Yes | Dependent Member | Not Considered | No | Committee of Early Detection of Risk - Member | ||||
| GUNTRAM WÜRZBERG | Male | Member of the Board | Managing Director / Chief Executive | 01/04/2022 | Non-Executive | Member of the Board | E.ON General Counsel & Chief Compliance Officer | Yes | Dependent Member | Not Considered | No | Corporate Governance Committee - Member | ||||
| KAMURAN UÇAR | Female | Member of the Board | Managing Director / Chief Executive | 01/04/2022 | Non-Executive | Independent Member of the Board | Founder- CEO, Member of the Advisory Board of the Advertisers Association | No | Independent Member | https://www.kap.org.tr/en/Bildirim/1015064 | Considered | No | Corporate Governance Committee - Chairman, Audit Committee - Member, Committee of Early Detection of Risk - Member | |||
| MEHTAP ANIK ZORBOZAN | Female | Member of the Board | Managing Director / Chief Executive | 05/04/2024 | Non-Executive | Independent Member of the Board | Yes | Independent Member | https://www.kap.org.tr/en/Bildirim/1267664 | Considered | No | Audit Committee - Chairman, Committee of Early Detection of Risk - Chairman |
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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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5
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Director average attendance rate at board meetings
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%95
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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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7
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The name of the section on the corporate website that demonstrates information about the board charter
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Article 10 - Articles of Association (https://www.enerjisainvestorrelations.com/en/corporate/articles-of-association)
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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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N/A
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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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SECTION NAME: RISKS AND THE EVALUATION OF THE MANAGEMENT BODY/COMMITTEES
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Link(s) to the PDP announcement(s) with the board committee charters
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Under Committee Charter tab in Investor Relations website (https://www.enerjisainvestorrelations.com/en/corporate-governance/committee-charters ), https://www.kap.org.tr/en/Bildirim/1004425, https://www.kap.org.tr/en/Bildirim/1015065, https://www.kap.org.tr/en/Bildirim/1072715
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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) | Mehtap Anık Zorbozan | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Denetim Komitesi (Audit Committee) | Kamuran Uçar | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Mehtap Anık Zorbozan | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Kamuran Uçar | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Nusret Orhun Köstem | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Thorsten Lott | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Kamuran Uçar | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Guntram Würzberg | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Yeşim Özlale Önen | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Harun Turan | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
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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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SECTION NAME: RISKS AND THE EVALUATION OF THE MANAGEMENT BODY/COMMITTEES
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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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SECTION NAME: RISKS AND THE EVALUATION OF THE MANAGEMENT BODY/COMMITTEES
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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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SECTION NAME: RISKS AND THE EVALUATION OF THE MANAGEMENT BODY/COMMITTEES
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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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SECTION NAME: RISKS AND THE EVALUATION OF THE MANAGEMENT BODY/COMMITTEES
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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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SECTION NAME: RISKS AND THE EVALUATION OF THE MANAGEMENT BODY/COMMITTEES
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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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SECTION NAME: COMPANY'S OPERATIONS AND RELATED MAJOR DEVELOPMENTS
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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Renumeration Policy is Under Corporate Governance - Policies section of the Investor Relations website https://www.enerjisainvestorrelations.com/en/corporate-governance/policies/
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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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SECTION NAME: FINANCIAL RIGHTS GRANTED TO THE MEMBERS OF THE MANAGEMENT BODY AND THE SENIOR-LEVEL EXECUTIVE OFFICERS
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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 | 4 | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %50 | 3 | 5 | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %75 | %25 | 4 | 4 |
