SODA SANAYİİ A.Ş.SODA |
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 2019, 10 conferences and 4 roadshows were attended for stock and bond investors, including roadshow for Şişecam Eurobond issuance, and physical meetings were held with more than 350 existing and potential investors and analysts. Conferences attended: Ak Yatırım (Istanbul), BGC Conference (London), BGC Mini Conference (Istanbul), BofAML Emerging Markets Debt and Equity Conference (Miami), Citi's GEM Conference (New York), GS Eleventh Annual CEEMEA Conference (London) , Is Investment 2019 Hidden Riches of Turkey (London), JP Morgan Emerging Markets Credit Conference (London), Raiffeisen Turkish Day (New York) and WOOD's Winter Wonderland 2019 EME Conference (Prague). Although investors preferred physical meetings as an access method this year compared to last year, teleconferences held with more than 250 investors and analysts continued to be important based on the close communication established. The total number of interviews with investors through telephone, one-to-one meetings, roadshows and conferences is over 600. Nearly 110 analyst reports have been published as a result of interviews conducted effectively with analysts reporting to public companies. In addition, two webcasts were organized in 2019, with the end of 2018 and the first half of 2019 financial results shared. The transcript of these teleconferences is available on the Şişecam English website.
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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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The request for the appointment of a special auditor in the Company's articles of incorporation has not yet been regulated as an individual right. No requests were received for the appointment of a special auditor within the period.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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There was no request for a special auditor at the General Assembly Meeting.
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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/739707
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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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The documents of the General Assembly Meeting are published simultaneously in English.
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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 unanimous transaction.
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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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In 2019, all related party transactions and transaction principles were submitted to the Board of Directors. In 2018, there were no related party transactions or significant transactions that should be submitted to the approval of the General Assembly since independent members did not approve.
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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/817828
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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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Specified under the Corporate Governance Principles that participated in Corporate Governance subtitle in Corporate Identity and Management title of Inverstor Relations Section at www.sisecamkimyasallar.com.tr
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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/273019
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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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Article 17
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Company employees and their representatives may attend the General Assembly meeting.
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1.4. Voting Rights
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Whether the shares of the company have differential voting rights
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Hayır (No)
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In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
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None.
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The percentage of ownership of the largest shareholder
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%62,02
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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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None.
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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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Specified under the Corporate Governance Principles that participated in Corporate Governance subtitle in Corporate Identity and Management title of Inverstor Relations Section at www.sisecamkimyasallar.com.tr
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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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The Board of Directors did not make any propose to avoid distributing the profits.
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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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The Board of Directors has not made any proposel to avoid distributing profits.
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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 |
08/03/2019 | 0 | %79,34 | %0,08 | %79,26 | (*) | None. | None. | 274 | https://www.kap.org.tr/tr/Bildirim/748072 |
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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The corporate website is updated continuously as required by CMB Corporate Governance Principals and the informations are updated in order to maintain the relations with shareholders more effectively and rapidly. The information contained on the corporate website is in the same context as the disclosures made in accordance with the provisions of the relevant legislation and does not contain any contradictory or incomplete information.
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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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There is no natural person shareholder who owns more than 5% of the shares.
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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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Specifies in the ?Additional Information about Corporate Governance? section in the Annual report.
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b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure
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Specifies in the ?Additional Information about Corporate Governance? section in the Annual report.
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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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Specifies in the ?Additional Information about Corporate Governance? section in the Annual report.
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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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Note 2 of the financial statements
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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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Explained in the note 23.Insurances, Contingent Assets and Liabilities in financial 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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None.
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f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross ownership subsidiaries that the direct contribution to the capital exceeds 5%
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None.
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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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Specifies in the ?Human Resource? section in the Annual report.
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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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Specified under the Corporate Governance Principles that participated in Corporate Governance subtitle in Corporate Identity and Management title of Inverstor Relations Section at www.sisecamkimyasallar.com.tr
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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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2.
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Employees are able to carry unethical processes to the Audit Commitee and Internal Audit Departmant. Besides, there is also report line for stakeholders to inform these unethical processes.
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The contact detail of the company alert mechanism
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The e-mail address etik@sisecam.com is available.
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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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Contact Us.
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Corporate bodies where employees are actually represented
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All communication channels are kept avaible and probable handicaps are cleared for the company employees to participate in the management. For this purpose; Message to the CEO ?, ?Ethics Communication Line?, ?Electronic Mail Address? and ?Nar? applications are used.
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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 forms the necessary succession plans.
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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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During recruitment and career planning, sense of fairness is taken as basis and transparency is ensured. Activities are carried out on the basis of Şişecam Group Human Resources Regulation which is established within the institution.
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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 is specified in the Policies title of Sustainability Section at www.sisecamkimyasallar.com.tr
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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 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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Specified under the Code of Ethics that participated in Corporate Governance Principals subtitle in Corporate Governance title of Inverstor Relations section at www.sisecamkimyasallar.com.tr.
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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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Specified under the Code of Ethics that participated in Corporate Social Responsibilty title of About Us section at www.sisecamkimyasallar.com.tr
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Any measures combating any kind of corruption including embezzlement and bribery
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Specified under the Anti-Corruption policy that participated in Corporate Governance Policy subtitle in Corporate Governence title of Inverstor Relations Section at www.sisecamkimyasallar.com.tr.
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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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None.
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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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There has been no delegation.
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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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None
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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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Specified in Risk Management and Internal Audit Facilities section in the annual report.
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Name of the Chairman
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Prof. Dr. Ahmet Kırman
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Name of the CEO
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Tahsin Burhan Ergene
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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 different people.
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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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Parent Company, Turkey İş Bankası A.Ş. signed ?Executive Responsibilty Insurance? with Anadolu Anaonim Türk Sigorta within the scope of Board Members and Directors for the probable losses related to business faults. However, our company has not made PDP notification.
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The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
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None.
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The number and ratio of female directors within the Board of Directors
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2 directors, the rate is 33%.
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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 |
Prof. Dr. Ahmet Kırman | Male | Chairman of the Board | Managing Director / Chief Executive | 23/03/2015 | Non-Executive | Yönetim Kurulu Başkanı | T. Şişe ve Cam fabrikaları A.Ş., Anadolu Cam San. A.Ş., Paşabahçe Cam San. ve Tic. A.Ş., Trakya Cam San. A.Ş., Paşabahçe Mağazaları A.Ş., Şişecam Çevre Sistemleri A.Ş., Şişecam Enerji A.Ş., Camiş Elektrik Üretim A.Ş., Trakya Investment B.V., OOO Ruscam Glass Packaging Holding, OOO Ruscam Management Company, Sisecam Glass Packaging B.V., Sisecam Chem Investment B.V., SC Glass Trading B.V., Pasabahçe Investment B.V., OOO Posuda, Sisecam Flat Glass Holding B.V., Nude Glass Investment B.V., Istanbul Investment B.V., Nude Design Investment B.V. ve Sisecam Flat Glass Holding B.V.'nin Yönetim Kurulu Başkanı | Yes | Dependent Member | |||||||
Tahsin Burhan Ergene | Male | Deputy Chairman of the Board | Engineer | 01/01/2014 | Executive | Yönetim Kurulu Başkanı. Kimyasallar Grubu Pazarlama ve Satış Başk. Yard. | Oxyvit Kimya Sanayii ve Ticaret A.Ş., Cromital S.p.A., Şişecam Soda Lukavac D.o.o., Şişecam Shanghai Trading CO. Ltd., Şişecam Elyaf Sanayii A.Ş.'de Yönetim Kurulu Başkanı, Solvay Şişecam Holding A.G.'de Yönetim Kurulu Başkan Vekili, Solvay Sodi A.D., Şişecam Chem Investment B.V.'de Yönetim Kurulu Üyesi | Yes | Dependent Member | |||||||
Umut Barış Dönmez | Male | Member of the Board | Manager | 23/03/2016 | Executive | YOK | Camiş Madencilik A.Ş., Madencilik Sanayii ve Ticaret A.Ş., Şisecam Shanghai Trading CO. Ltd., Şisecam Soda Lucavac D.o.o., Rudnik Krecnjaka Vijenac D.o.o., Şişecam Elyaf Sanayii A.Ş., Oxyvit Kimya Sanayii ve Ticaret A.Ş.?de Yönetim Kurulu Üyesi, Şişecam Chem Investment B.V.?de İcra Kurulu Üyesi, Şişecam Bulgaria Ltd.'de Şirket Sorumlusu | Yes | Dependent Member | Kurumsal Yönetim Komitesi (Üye) | ||||||
AYSUN MERCAN | Female | Member of the Board | Banker | Yok | Bank Of Tokyo ? Mitsubishi UFJ Turkey A.Ş. İcra Kurulu Üyesi | Independent Member | Denetimden Sorumlu Komite (Üye), Kurumsal Yönetim Komitesi (Üye), Riskin Erken Saptanması Komitesi (Üye) | |||||||||
MEHMET SEFA PAMUKSUZ | Male | Member of the Board | Manager | 20/03/2018 | Non-Executive | Yok | Politika Analizi Laboratuvarı (PAL) yönetici ortağı, Denizli Cam Sanayii ve Ticaret A.Ş. Bağımsız Yönetim Kurulu Üyesi | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/669511 | Considered | No | Denetimden Sorumlu Komite (Başkan), Kurumsal Yönetim Komitesi (Başkan), Riskin Erken Saptanması Komitesi (Başkan) | |||
AYSUN MERCAN | Female | Member of the Board | Banker | 20/03/2018 | Non-Executive | Yok | Bank of Tokyo Mitsubishi UFJ Turkey A.Ş. Yönetim Kurulu Üyesidir. T. Şişe Ve Cam Fabrikaları A.Ş. Bağımsız Yönetim Kurulu Üyesi. | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/669511 | Considered | No | Denetimden Sorumlu Komite (Başkan), Kurumsal Yönetim Komitesi (Başkan), Riskin Erken Saptanması Komitesi (Başkan) | |||
MURAT DOĞAN | Male | Member of the Board | Banker | 27/03/2020 | Non-Executive | Anadolu Anonim Türk Sigorta Şirketi, İş Gayrimenkul Yatırım Ortaklığı A.Ş., Bayek Tedavi Sağlık Hizmetleri ve İşletmeciliği A.Ş., Trakya Yatırım Holding A.Ş. ve İş-Altınhas İnşaat Taahhüt ve Tic. A.Ş. Yönetim Kurulu Üyesi | Yes | Dependent Member | Considered | No | Riskin Erken Saptanması Komitesi Üyesi |
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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In 2019, 44 physical meetings were held.
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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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Evet (Yes)
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Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
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The information and documents related to agenda of Board of Directors are shared at sufficient time before the board meeting for providing equal information flow. Net time is not specified.
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The name of the section on the corporate website that demonstrates information about the board charter
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Specified under the Establishment and Working Principles of Board Committees file that participated in Corporate Governance and Identity title of Inverstor Relations Section at www.sisecamkimyasallar.com.tr.
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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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The Company has subsidiaries and affiliates. The fact that the Board Members take role in the management of these companies. For the benefit of the group, the company does not retricted this situation.
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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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Specified in the ?Additional Information About the Corporate Governance? section in the Annual Report.
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Link(s) to the PDP announcement(s) with the board committee charters
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https://www.kap.gov.tr/tr/Bildirim/205951
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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 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Mehmet Sefa Pamuksuz | Chairman | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Umut Barış Dönmez | Yönetim kurulu üyesi (Board member) | ||
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Aysun Mercan | Yönetim kurulu üyesi (Board member) | ||
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Asuman Durak | Yönetim kurulu üyesi değil (Not board member) | ||
Denetim Komitesi (Audit Committee) | Mehmet Sefa Pamuksuz | Chairman | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | Aysun Mercan | Yönetim kurulu üyesi (Board member) | ||
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Mehmet Sefa Pamuksuz | Chairman | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Aysun Mercan | Yönetim kurulu üyesi (Board member) | ||
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Canan Mutlu | 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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Specified in the ?Additional Information About the Corporate Governance? section in the Annual Report.
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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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Specified in the ?Additional Information About the Corporate Governance? section in the Annual Report.
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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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Specified in the ?Additional Information About the Corporate Governance? section in the Annual Report.
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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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Specified in the ?Additional Information About the Corporate Governance? section in the Annual Report.
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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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Specified in the ?Additional Information About the Corporate Governance? section in the Annual Report.
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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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Specified in the Chairman and CEO messages in the Annual Report.
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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Specified under the Executive Remuneration Policy that participated in Corporate Governance Principals subtitle in Corporate Governance title of Inverstor Relations section at www.sisecamkimyasallar.com.tr.
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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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Specified in the Note 38-Related Party Disclosures
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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 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %100 | %50 | 4 | 4 | |
Denetim Komitesi (Audit Committee) | %100 | %100 | 4 | 4 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %67 | 8 | 8 |