SASA POLYESTER SANAYİ A.Ş.SASA |
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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In 2023, a total of 30 investor events were attended abroad, both face-to-face and online
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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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None.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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None.
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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/1125542
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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
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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 was no such transaction during the year.
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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 was no such transaction during the year.
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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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There was no such transaction during the year.
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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 / Donation and Contribution 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/en/Bildirim/413574
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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 provision.
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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There was no attendance other than shareholders to the 2022 General Assembly meeting. However, there is no restriction on stakeholders' participation in the General Assembly.
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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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%55,32
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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 / 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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Board of Directors proposed to distribute 127.72% bonus dividends to shareholders in return for the existing capital of TRY 2,302,591,217. The minutes of the general assembly are available at the corporate website "Investor Relations/General Assembly/General Assembly Information".
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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 |
07/04/2023 | 0 | %79,54 | %79,54 | %0 | Investor Relations / General Assembly / General Assembly Information | Investor Relations / General Assembly / General Assembly Information | None. | 146 | https://www.kap.org.tr/tr/Bildirim/1125542 |
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
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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 / CorporateGovernance / 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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1.6.Board of Directors
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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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3.2.Committees of the 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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3.1.Structure and Activity Principles of the 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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4.10.Legal Disclosures
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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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4.10.Legal Disclosures
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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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4.10.Legal Disclosures
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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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4.10.Legal Disclosures
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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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1.5.Mission, Vision and Corporate Values/Our Responsibilities Towards Our Employees
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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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The rights of all stakeholders are managed in accordance with national and international legal norms. Although there is no written compensation policy for the company's employees, no legal action has been taken in this regard.
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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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There is no such situation.
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Ethics Committee
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The contact detail of the company alert mechanism
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etik@sasa.com.tr
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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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There is no such section.
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Corporate bodies where employees are actually represented
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All employees participate in the management with different methods and share their views.
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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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The Board of Directors is authorized to evaluate the managers who contribute to the realization of the strategic goals of the company and to assign them to related 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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Sustainability / ESG Policies / Human Resources Policy
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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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Sustainability / ESG Policies / Human Resources 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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There is no such section.
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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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Sustainability / ESG Policies / Business Ethic Rules Policy
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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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Sustainability/Environmental Sustainability, sustainability/Social Sustainability, Sustaninabilty/Corporate Governance
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Any measures combating any kind of corruption including embezzlement and bribery
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Sustainability / ESG Policies / Business Ethic Rules Policy
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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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-
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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 delegations have 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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There are 3 reports prepared by the internal audit unit.
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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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3.5.Internal Audit and Internal Control
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Name of the Chairman
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İbrahim ERDEMOĞLU
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Name of the CEO
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Dr.Mustafa Kemal ÖZ
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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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The chairman and chief executive officer / general manager are different individuals.
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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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Our company has been insured within the scope of "Manager Liability Insurance" due to the faults and damages that may cause the company during its duties, including the members of the Board of Directors and senior executives. However, our Company did not disclose Public Disclosure Platform individually.
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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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https://www.sasa.com.tr/Themes/sasa/assets/pdf-en/Board-Diversity-and-Inclusion-Policy.pdf
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The number and ratio of female directors within the Board of Directors
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2 female members (%18)
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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 |
İBRAHİM ERDEMOĞLU | Male | Chairman of the Board | Business and administration professionals | 30/04/2015 | Executive | Chairman of Erdemoğlu Holding A.Ş.; Deputy Chairman of Merinos Halı San. ve Tic. A.Ş..; Board Member of Dinarsu İmalat ve Tic. A.Ş.; Chairman of İlke Yer Kap. Mob. ve Teks. Ür. Paz. A.Ş.; Chairman of Erdemoğlu Proje Mşv. İnş. A.Ş.; Chairman of Erdemoğlu Dış Tic. A.Ş.; Chairman of Sasa Dış Tic. A.Ş., Chairman of Sasa Uluslararası Finansal Yatırım A.Ş. | Yes | Dependent Member | Not Considered | No | ||||||
ALİ ERDEMOĞLU | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 30/04/2015 | Non-Executive | Deputy Chairman of Erdemoğlu Holding A.Ş. Chairman of Merinos Halı San. ve Tic. A.Ş., Board Member of Dinarsu İmalat ve Ticaret A.Ş. Deputy Chairman of Erdemoğlu Proje Müşavirlik İnşaat A.Ş. Deputy Chairman of Sasa Dış Tic.A.Ş., Deputy Chairman of Sasa Uluslararası Finansal Yatırım A.Ş. | Yes | Dependent Member | Not Considered | No | ||||||
MEHMET ERDEMOĞLU | Male | Member of the Board | Managing Director / Chief Executive | 30/04/2015 | Non-Executive | Board Member of Merinos Halı San. ve Tic. A.Ş., Chairman of Dinarsu İmalat ve Ticaret A.Ş., Board Member of Erdemoğlu Proje Müşavirlik İnşaat A.Ş., Board Member of Sasa Dış Tic. A.Ş.; Deputy Chairman of Erdemoğlu Dış Tic. A.Ş. Board Member of Sasa Uluslararası Finansal Yatırım A.Ş. | Yes | Dependent Member | Not Considered | No | ||||||
MEHMET ŞEKER | Male | Member of the Board | Medical Doctor | 11/07/2016 | Executive | General Manager | Board Member of Erdemoğlu Holding A.Ş. | Yes | Dependent Member | Not Considered | No | |||||
İRFAN BAŞKIR | Male | Member of the Board | Business and administration professionals | 25/03/2021 | Executive | General Manager, Deputy General Manager, Commercial and Financial Affairs Assistant General Manager | Yes | Dependent Member | Not Considered | No | ||||||
MUSTAFA KEMAL ÖZ | Male | Member of the Board | Chemical Engineer | 31/03/2022 | Executive | Genel Müdür, Genel Müdür Vekili, Yatırımlar Genel Müdür Yardımcısı | Yes | Dependent Member | Not Considered | No | ||||||
GÜVEN KAYA | Male | Member of the Board | Chemist | 31/03/2022 | Executive | Deputy General Manager , Polymer Plants Group President | Yes | Dependent Member | Not Considered | No | ||||||
KADİR BAL | Male | Member of the Board | Mechanical Engineer | 07/04/2020 | Non-Executive | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1125543 | Considered | No | ||||||
HACİ AHMET KULAK | Male | Member of the Board | Certified Public Accountant | 29/03/2018 | Non-Executive | Board Member of İdeal Bağımsız Denetim A.Ş. YK Üyesi | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1125543 | Considered | No | member of Early Detection of Risk Committee,Member of Audit Committee,Member of Corporate Governance Committee. | ||||
AYTEN TOPALKARA | Female | Member of the Board | Certified Public Accountant | 31/03/2022 | Non-Executive | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1125543 | Considered | No | member of Early Detection of Risk Committee,Member of Audit Committee,Member of Corporate Governance Committee. | |||||
SERVİ SEBE | Female | Member of the Board | Insurer | 31/03/2022 | Non-Executive | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1125543 | Considered | No | Chairman of Early Detection of Risk Committee,Chairman of Audit Committee,Chairman of Corporate Governance Committee, |
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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66
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Director average attendance rate at board meetings
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%100
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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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3-5
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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 / Investor Relations / Company Articles of Association and Changes
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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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-
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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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3.2.Committees of the 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/583600
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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) | Servi SEBE | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Haci Ahmet KULAK | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Ayten TOPALKARA | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Servi SEBE | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Haci Ahmet KULAK | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Ayten TOPALKARA | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Servi SEBE | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Haci Ahmet KULAK | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ayten TOPALKARA | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ali Bülent YILMAZEL | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Diğer (Other) | Sustainability Committee | Kadir BAL | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Sustainability Committee | Haci Ahmet KULAK | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Sustainability Committee | Mustafa Kemal ÖZ | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Sustainability Committee | Güven KAYA | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Sustainability Committee | Ayten DÖĞER | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sustainability Committee | Hidayet GÖK | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sustainability Committee | Ali ÖZ | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sustainability Committee | Şakir Sabri YENER | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sustainability Committee | Alper SÖĞÜT | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sustainability Committee | Ersoy NİSANOĞLU | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sustainability Committee | Sivakumar NATAJARAN | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sustainability Committee | Ali Bülent YILMAZEL | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sustainability Committee | Hasan Oğuzhan ÖZ | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sustainability Committee | Levent ÖZGEN | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sustainability Committee | Mustafa Kemal YILDIRIM | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sustainability Committee | Taşkın AYTEKİN | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sustainability Committee | Ahmet ATICI | Hayır (No) | Yönetim kurulu üyesi değil (Not 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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Investor Relations / Corporate Governance / Board of Directors Committees / Corporate Management 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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Investor Relations / Corporate Governance / Board of Directors Committees / Corporate Management 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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Investor Relations / Corporate Governance / Board of Directors Committees / Corporate Management 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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Investor Relations / Corporate Governance / Board of Directors Committees / Early Detection of Risk Comittee
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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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Investor Relations / Corporate Governance / Board of Directors Committees / Corporate Management 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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Message from the Chairman of the Board
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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 / Corporate Governance / 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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4.11. Related Party Transactions and Financial Rights Provided to Top 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 | 5 | 4 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %100 | 8 | 8 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %75 | %75 | 7 | 7 | |
Diğer (Other) | Sustainability Committee | %12 | %12 | 7 | 7 |