EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş.EREGL |
1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
98
| |
1.2. Right to Obtain and Examine Information
|
||
The number of special audit request(s)
|
0
| |
The number of special audit requests that were accepted at the General Shareholders' Meeting
|
0
| |
1.3. General Assembly
|
||
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
|
https://www.kap.org.tr/en/Bildirim/1122412
| |
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
Yes
| |
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
|
There was no such transaction during the year.
| |
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)
|
There is no such transaction under Article 9.
| |
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)
|
https://www.kap.org.tr/en/Bildirim/1119938
| |
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Investor Relations / Corporate Governance / Policies and Regulations / Donations and Contribution Policy
| |
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved
|
https://www.kap.org.tr/en/Bildirim/194744
| |
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
None.
| |
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
There was no participation in the General Assembly meeting regarding 2022 activities except for the shareholders. However, there is no restriction on participation of stakeholders in the General Assembly.
| |
1.4. Voting Rights
|
||
Whether the shares of the company have differential voting rights
|
Evet (Yes)
| |
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
|
Privatization Administration / 0.0% / One share of certificate, issued to the bearer amounting to one kurus.
| |
The percentage of ownership of the largest shareholder
|
%49,29
| |
1.5. Minority Rights
|
||
Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association
|
Hayır (No)
| |
If yes, specify the relevant provision of the articles of association.
|
-
| |
1.6. Dividend Right
|
||
The name of the section on the corporate website that describes the dividend distribution policy
|
Investor Relations / Corporate Governance / Policies and Regulations / Dividend Distribution Policy
| |
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.
|
-
| |
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
|
-
|
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 |
31/03/2023 | 0 | %56 | %0,146 | %56 | Investor Relations / General Assembly / Minutes of General Assembly | Investor Relations / General Assembly / The questions asked on General Assembly Meetings | - | 215 | https://www.kap.org.tr/en/Bildirim/1122412 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
Investor Relations / Corporate Governance, Reports and Presentations, Integrated Annual Reports, Disclosures and Announcements, General Assembly, FAQ
| |
If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.
|
Investor Relations / Corporate Governance / Ownership Structure
| |
List of languages for which the website is available
|
Turkish, English
| |
2.2. Annual Report
|
||
The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
|
||
a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members
|
Investor Relations / Reports and Presentations / Interim Financial Reports / Declarations of Independent Board Members
| |
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
|
Investor Relations / Integrated Annual Reports / Board of Directors Committee Operating Principles and Assessment of Committees' Effectiveness
| |
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
|
Investor Relations / Reports and Presentations / Interim Financial Reports / Number of Meetings of the Board of Directors and Attendance of the Board Members
| |
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
|
Investor Relations / Reports and Presentations / Interim Financial Reports / Information about Amendments in Legislation That May Significantly Affect the Company's Activities
| |
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
|
Investor Relations / Integrated Annual Reports / Notes to the Consolidated Financial Statements / Provision for Lawsuits
| |
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
|
Investor Relations / Integrated Annual Reports / Other Issues
| |
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%
|
No cross ownership subsidiaries that the direct contribution to the Company's capital exceeds 5%.
| |
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
|
Investor Relations / Integrated Annual Reports / A People-Centered Approach
|
3.1. Corporation’s Policy on Stakeholders
|
||
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
|
Investor Relations / Corporate Governance / Policies and Regulations / Staff Compensation Policy
| |
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
205
| |
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Ethics Committee
| |
The contact detail of the company alert mechanism
|
Mail: erdemir@etikhat.com, Phone : 0 212 924 78 65
| |
3.2. Supporting the Participation of the Stakeholders in the Corporation’s Management
|
||
Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies
|
-
| |
Corporate bodies where employees are actually represented
|
Union
| |
3.3. Human Resources Policy
|
||
The role of the board on developing and ensuring that the company has a succession plan for the key management positions
|
Short, long and medium term succession plans are prepared for key positions within the scope of talent management studies carried out within our Company. Succession plans and assignments to key roles are submitted for the approval of the Board of Directors, when necessary, in line with defined procedures.
| |
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.
|
OYAK Mining Metallurgy / Career / HR Practices
| |
Whether the company provides an employee stock ownership programme
|
Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
| |
The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy.
|
Investor Relations / Corporate Governance / Code of Ethics and Business Conduct / Responsibilities to Our Employees
| |
The number of definitive convictions the company is subject to in relation to health and safety measures
|
9
| |
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
Investor Relations / Corporate Governance / Code of Ethics and Business Conduct
| |
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.
|
Corporate / Values and Corporate Culture / CSR Policy
| |
Any measures combating any kind of corruption including embezzlement and bribery
|
Board members and employees of OYAK Mining Metallurgy Companies and all third parties acting on behalf of OYAK Mining Metallurgy Companies should avoid any act or behaviour that may bring OYAK Mining Metallurgy under suspicion of corruption. Regardless of being in public or private sector, accepting or giving any cash/ non-cash benefit that may be in the scope of corruption is forbidden.
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
-
| |
Whether the board evaluation was externally facilitated
|
Hayır (No)
| |
Whether all board members released from their duties at the GSM
|
Evet (Yes)
| |
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties
|
Süleyman Savaş ERDEM - Chairman (Representative of OYTAŞ İç ve Dış Ticaret A.Ş), Baran ÇELİK - Deputy Chairman and Executive Director (Representative of OMSAN Lojistik A.Ş.),Gürtan DAMAR - Board Member and Executive Director (Representative of OYAK Pazarlama Hizmet ve Turizm A.Ş.)
| |
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
4
| |
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
|
Investor Relations / Integrated Annual Reports / Internal Audit System
| |
Name of the Chairman
|
Süleyman Savaş ERDEM - Chairman (Representative of OYTAŞ İç ve Dış Ticaret A.Ş)
| |
Name of the CEO
|
Niyazi Aşkın PEKER
| |
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
|
CEO and Chairman are not the same person.
| |
Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital
|
-
| |
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
-
| |
The number and ratio of female directors within the Board of Directors
|
1, 11%
|
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 |
OYTAŞ İÇ VE DIŞ TİCARET ANONİM ŞİRKETİ | SÜLEYMAN SAVAŞ ERDEM | Male | Chairman of the Board | Business and administration professionals | 27/05/2013 | Non-Executive | OYAK General Manager / Has various periodical seats in the Board of Directors as a Chairman within the OYAK Group Companies. | Yes | B | Dependent Member | Not Considered | No | ||||
OMSAN LOJİSTİK ANONİM ŞİRKETİ | BARAN ÇELİK | Male | Deputy Chairman of the Board and Executive Director | Business and administration professionals | 11/09/2012 | Executive | Erdemir Board Member (Representative of OYKA Kağıt Ambalaj Sanayii ve Ticaret A.Ş.) /İsdemir Board Member (Representative of OYAK Pazarlama Hizmet ve Turizm A.Ş.) | Has various periodical seats in the Board of Directors as a Member within the OYAK Group Companies. | Yes | B | Dependent Member | Not Considered | No | |||
OYAK PAZARLAMA HİZMET VE TURİZM ANONİM ŞİRKETİ | GÜRTAN DAMAR | Male | Executive Director | Business and administration professionals | 13/09/2012 | Executive | Erdemir Engineering General Manager / Erdemir Consultant of Deputy Chairman And Managing Director / Erdemir Procurement Director (Acting) / İsdemir Consultant of General Manager | Has various periodical seats in the Board of Directors as a Member within the OYAK Group Companies. | Yes | B | Dependent Member | Not Considered | No | |||
T.C. HAZİNE VE MALİYE BAKANLIĞI ÖZELLEŞTİRME İDARESİ BAŞKANLIĞI | BEKİR EMRE HAYKIR | Male | Member of the Board | Senior Government Official | 20/09/2012 | Non-Executive | İsdemir Board Member ( Representative of Republic of Turkey Ministry of Treasury and Finance Privatization Administration) | Republic of Turkey P.M.P.A. Assistant General Manager | Yes | A | Dependent Member | Not Considered | No | |||
OYKA KAĞIT AMBALAJ SANAYİİ VE TİCARET A.Ş. | EREN ZİYA DİK | Male | Member of the Board | Business and administration professionals | 12/09/2012 | Non-Executive | Has various periodical seats in the Board of Directors as Chairman, Deputy Chairman and Board Member within the OYAK Group Companies. | Yes | B | Dependent Member | Not Considered | No | ||||
OYAK DENİZCİLİK VE LİMAN İŞLETMELERİ A.Ş. | GÜLİZ KAYA | Female | Member of the Board | Lawyer | 12/09/2012 | Non-Executive | Has various periodical seats in the Board of Directors as a Member within the OYAK Group Companies. | Yes | B | Dependent Member | Not Considered | No | ||||
ALİ FİDAN | Male | Member of the Board | Senior Government Official | 31/03/2017 | Non-Executive | Central Governor | Yes | B | Independent Member | https://www.kap.org.tr/tr/Bildirim/1119932 | Considered | No | Early Detection of Risk Committee (Chairman) / Audit Committee (Member) | |||
EMRE GÖLTEPE | Male | Member of the Board | Business and administration professionals | 17/03/2022 | Non-Executive | Neo Portföy Yönetim A.Ş. Founding Partner, Board Member | Yes | B | Independent Member | https://www.kap.org.tr/tr/Bildirim/1119932 | Considered | No | Audit Committee (Chairman) / Corporate Governance Committee (Member) | |||
KADRİ ÖZGÜNEŞ | Male | Member of the Board | Business and administration professionals | 31/03/2023 | Non-Executive | Antaris Kurumsal Finans Danışmanlığı, Managing Director - İstinye Üniversitesi, Dr. Lecturer | Yes | B | Independent Member | Considered | No | Corporate Governance Committee (Chairman) / Early Detection of Risk Committee (Member) |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
6
| |
Director average attendance rate at board meetings
|
%100
| |
Whether the board uses an electronic portal to support its work or not
|
Evet (Yes)
| |
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
|
3-5 Days
| |
The name of the section on the corporate website that demonstrates information about the board charter
|
There are internal regulations in which the working principles of the Board of Directors meetings are determined, but they are not published on the corporate website.
| |
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
-
| |
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
Investor Relations / Integrated Annual Reports / Board Of Directors Committee Operating Principles and Assessment of Committees' Effectiveness
| |
Link(s) to the PDP announcement(s) with the board committee charters
|
The working principles of the Committee are available on our corporate website. (Investor Relations / Corporate Governance / Policies and Regulations)
|
Names Of The Board Committees | Name Of Committees Defined As "Other" In The First Column | Name-Surname of Committee Members | Whether Committee Chair Or Not | Whether Board Member Or Not |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Kadri Özgüneş | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Emre Göltepe | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | İdil Önay Ergin | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Denetim Komitesi (Audit Committee) | - | Emre Göltepe | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Ali Fidan | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Ali Fidan | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Kadri Özgüneş | Hayır (No) | Yönetim kurulu üyesi (Board member) |
4.5. Board Committees-II
|
||
Specify where the activities of the audit committee are presented in your annual report or website (Page number or section name in the annual report/website)
|
Investor Relations / Integrated Annual Reports / Board Of Directors Committee Operating Principles and Assessment of Committees' Effectiveness
| |
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)
|
Investor Relations / Integrated Annual Reports / Board Of Directors Committee Operating Principles and Assessment of Committees' Effectiveness
| |
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)
|
Investor Relations / Integrated Annual Reports / Board Of Directors Committee Operating Principles and Assessment of Committees' Effectiveness
| |
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)
|
Investor Relations / Integrated Annual Reports / Board Of Directors Committee Operating Principles and Assessment of Committees' Effectiveness
| |
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)
|
Investor Relations / Integrated Annual Reports / Board Of Directors Committee Operating Principles and Assessment of Committees' Effectiveness
| |
4.6. Financial Rights
|
||
Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)
|
Investor Relations / Integrated Annual Reports / Other Issues
| |
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Investor Relations / Corporate Governance / Policies and Regulations / Compensation Policy
| |
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)
|
Investor Relations / Integrated Annual Reports / Notes to the Consolidated Financial Statements / Related Party Disclosures / Salaries, bonuses and other benefits of the key management
|
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 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %100 | %67 | 4 | 3 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %100 | 6 | 6 |