DOĞANLAR MOBİLYA GRUBU İMALAT SANAYİ VE TİCARET A.Ş.DGNMO |
1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
The Company organised 54 investor conferences and meetings in 2023 (4 webcast meetings, 50 investor and analyst meetings).
| |
1.2. Right to Obtain and Examine Information
|
||
The number of special audit request(s)
|
No special auditor has been requested.
| |
The number of special audit requests that were accepted at the General Shareholders' Meeting
|
No special auditor was requested at the general assembly.
| |
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/tr/Bildirim/1134143
| |
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
They are not presented simultaneously.
| |
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 is 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)
|
There is no such transaction under Article 10.
| |
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Investor Relations/Corporate Governance/Policies/Donation and Grants 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/tr/Bildirim/1182096
| |
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
Article 10
| |
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
General Assembly Meeting dated 2 May 2023 was not attended by any media outlets. Members of the Board of Directors, CEO of the Company, CFO of the Company, Responsible Auditor of the Independent Audit Company, Legal Counsel, Shareholders and Company employees attended the General Assembly.
| |
1.4. Voting Rights
|
||
Whether the shares of the company have differential voting rights
|
Hayır (No)
| |
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
|
-
| |
The percentage of ownership of the largest shareholder
|
%49,88
| |
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/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.
|
Text of the minutes regarding the 7th item of the agenda of the Ordinary General Assembly for the year 2022 held on 2 May 2023: "The Board of Directors' proposal regarding the distribution of the profit for the 2022 activity period and the attached profit distribution table were discussed. According to the financial statements for the accounting period 1 January 2022 - 31 December 2022 prepared by the Board of Directors of the Company and audited by Güreli Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik Anonim Şirketi, a net profit for the period of TL 179,849,827 was obtained for the main partnership share. The proposal of the Board of Directors of the Company regarding the transfer of the profit arising from the consolidated financial statements of the Company for the relevant accounting period, prepared in accordance with the provisions of the Tax Procedural Law and the Communiqué on the Principles of International Financial Reporting ("Communiqué") in accordance with the Turkish Accounting Standards (TAS) enacted by the Public Oversight Accounting Standards Authority ("POA"), to retained earnings and not to distribute dividends, was approved by a physical and electronic voting. 183,500 electronic Rejection, 17,736,727,447 acceptance and majority of the votes."
| |
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
|
https://www.kap.org.tr/tr/Bildirim/1144858
|
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 |
02/05/2023 | 0 | %50,68 | %1,33 | %49,35 | Investor Relations/Corporate Governance/General Assembly/General Assembly Meetings | Investor Relations/Corporate Governance/General Assembly/General Assembly Meetings | Article 8 | 30 | https://www.kap.org.tr/tr/Bildirim/1134143 |
08/08/2023 | 0 | %50,23 | %0,28 | %49,96 | Investor Relations/Corporate Governance/General Assembly/General Assembly Meetings | Investor Relations/Corporate Governance/General Assembly/General Assembly Meetings | - | 30 | https://www.kap.org.tr/tr/Bildirim/1170691 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
Information Society Services, Investor Relations / Corporate Governance / Trade Registry Information, About Us / Shareholding Structure and Subsidiaries, About Us / Board of Directors, Investor Relations / Corporate Governance / Articles of Association, Investor Relations / Material Disclosures, Investor Relations / Financial Data and Presentations / Financial Reports, Investor Relations/Financial Data and Presentations/Activity Reports, Investor Relations/Capital Increases/Paid Capital Increase, Investor Relations/Corporate Governance/General Assembly, Investor Relations/Corporate Governance/Policies/Dividend Distribution Policy, Investor Relations/Corporate Governance/Policies/Information Policy, Investor Relations/Frequently Asked Questions
| |
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.
|
About Us/Shareholding Structure and Subsidiaries
| |
List of languages for which the website is available
|
Turkish, English, French
| |
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
|
Corporate Governance/ Board Committees and Evaluation of the Board of Directors/ Operating Principles of the Board of Directors, Corporate Governance/ Declarations of Independence
| |
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
|
Corporate Governance/ Board Committees and Evaluation of the Board of Directors/ Board Committees
| |
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
|
Corporate Governance/ Board Committees and Evaluation of the Board of Directors/ Operating Principles of the Board of Directors
| |
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
|
Corporate Governance/ Other Issues/ Legislative Changes Realised in 2023
| |
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
|
Corporate Governance/Other Matters/Information on Lawsuits Filed Against the Company that may Affect the Financial Position and Activities of the Company and Their Possible Outcomes
| |
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
|
Corporate Governance/Other Matters/Information on Conflicts of Interest between the Company and Institutions Providing Investment Consultancy and Rating Services and Measures Taken to Prevent the Same
| |
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%
|
Corporate Governance/Statement of Compliance with Corporate Governance Principles/Voting Rights and Minority Rights
| |
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
|
Human Resources/Training and Development, Sustainability/Corporate Social Responsibility Projects
|
3.1. Corporation’s Policy on Stakeholders
|
||
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
|
There is no compensation policy.
| |
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
28
| |
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Internal Audit Manager and Human Resources Director
| |
The contact detail of the company alert mechanism
|
etik@doganlarmobilyagrubu.com
| |
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
|
None.
| |
Corporate bodies where employees are actually represented
|
Occupational Health and Safety Committee, Employer's Association
| |
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
|
None.
| |
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.
|
Investor Relations/Corporate Governance/Policies/Employee Rights Policy
| |
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/Policies/Employee Rights Policy
| |
The number of definitive convictions the company is subject to in relation to health and safety measures
|
1
| |
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
The procedure regarding the code of ethics is announced to the employees of the company through the QDMS system.
| |
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.
|
Social Responsibility
| |
Any measures combating any kind of corruption including embezzlement and bribery
|
Procedures regarding the Code of Ethics have been adopted and employees have been informed about the Code of Ethics. Investor Relations/Corporate Governance/Policies/Anti-Bribery and Anti-Corruption Procedure was announced.
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
Once a year.
| |
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
|
Davut Doğan - Honorary Chairman / Board Member, İsmail Doğan - Chairman of the Board, Şadan Doğan - Vice Chairman of the Board, Salih Tuncer Mutlucan - Board Member, Mutlu Erturan - Independent Board Member, Zeynep Yalım Uzun - Independent Board Member, Berna Akyüz Öğüt - Independent Board Member
| |
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
The internal control unit reported 60 times to the audit committee and other committees.
| |
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
|
Corporate Governance/Information on Risk Management and Internal Control Mechanism Practices
| |
Name of the Chairman
|
İsmail Doğan
| |
Name of the CEO
|
Mustafa Karamemiş
| |
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
|
There has been no such situation.
| |
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
|
An insurance policy for damages that may be caused by the members of the board of directors due to their negligence during the execution of their duties, with an amount exceeding 25% of the Company's capital, has not been disclosed on PDP.
| |
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
|
3, 43%
|
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 |
DAVUT DOĞAN | Male | Honorary Chairman | Businessman / Businesswoman | 28/09/2012 | Non-Executive | Yönetim Kurulu Başkanı | Doğanlar Yatırım Holding A.Ş. Yönetim Kurulu Başkanı,Mobilya ve Yatak Sanayicileri Derneği Başkanı | No | Dependent Member | Not Considered | No | |||||
ADNAN DOĞAN | Male | Chairman of the Board | Businessman / Businesswoman | 04/02/2025 | Executive | - | Doğanlar Holding Yönetim Kurulu Başkan Yardımcısı | No | Dependent Member | - | Not Considered | No | - | |||
ŞADAN DOĞAN | Male | Vice Chairman of the Board | Businessman / Businesswoman | 09/05/2017 | Executive | Yönetim Kurulu Üyeliği | Doğanlar Holding Yönetim Kurulu Üyesi,Biga Ticaret ve Sanayi Odası Başkanı, Türkiye Odalar ve Borsalar Birliği (TOBB) Avrupa Birliği Uyum Komisyonu Üyeliği | No | Dependent Member | Not Considered | No | |||||
İSMAİL DOĞAN | Male | Member of the Board | Businessman / Businesswoman | 26/07/2019 | Executive | Yönetim Kurulu Üyeliği/CEO | Doğanlar Holding Yönetim Kurulu Üyesi | No | Dependent Member | Not Considered | No | |||||
BERNA AKYÜZ ÖĞÜT | Female | Member of the Board | Managing Director / Chief Executive | 08/12/2021 | Non-Executive | LCW Mağazacılık Genel Müdürü, LCW Yönetim Kurulu Üyesi | No | Independent Member | https://www.kap.org.tr/tr/Bildirim/982137 | Considered | No | Denetimı Komitesi Üyesi | ||||
MUTLU ERTURAN | Female | Member of the Board | Economist | 03/11/2021 | Non-Executive | Mage Biotechnologies CEO | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/974597 | Considered | No | Denetim Komitesi Başkanı, Riskin Erken Saptanması Komitesi Üyesi | ||||
ZEYNEP YALIM UZUN | Female | Member of the Board | Managing Director / Chief Executive | 08/12/2021 | Non-Executive | No | Independent Member | https://www.kap.org.tr/tr/Bildirim/982138 | Considered | No | Kurumsal Yönetim Komitesi Başkanı, Riskin Erken Saptanması Komitesi Başkanı |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
12
| |
Director average attendance rate at board meetings
|
%84
| |
Whether the board uses an electronic portal to support its work or not
|
Hayır (No)
| |
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
|
Information and documents are presented to the Board Members 3 days prior to the Board meetings.
| |
The name of the section on the corporate website that demonstrates information about the board charter
|
Relevant issues are included in Article 8 of the Articles of Association, under the Corporate Governance section, under the Board of Directors Meetings section.
| |
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
|
Corporate Governance/Board of Directors Committees and Evaluation of the Board of Directors/Board of Directors Committees, Committee Working Principles
| |
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/tr/Bildirim/1089979
|
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) | - | MUTLU ERTURAN | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | BERNA AKYÜZ ÖĞÜT | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | ZEYNEP YALIM UZUN | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | MUTLU ERTURAN | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | İZZETİYE KEÇECİ | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | AYSUN VARDAN | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | ÇAĞLA YÜCEL | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | ZEYNEP YALIM UZUN | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | MUTLU ERTURAN | 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)
|
Corporate Governance/Board of Directors Committees and Evaluation of the Board of Directors/Committee Working Principles
| |
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)
|
Corporate Governance/Board of Directors Committees and Evaluation of the Board of Directors/Committee Working Principles
| |
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)
|
Corporate Governance/Board of Directors Committees and Evaluation of the Board of Directors/Committee Working Principles
| |
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)
|
Corporate Governance/Board of Directors Committees and Evaluation of the Board of Directors/Committee Working Principles
| |
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)
|
Corporate Governance/Board of Directors Committees and Evaluation of the Board of Directors/Committee Working Principles
| |
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)
|
Doğanlar Furniture Group at a Glance / Key Financial and Operational Indicators
| |
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Corporate Governance/Other Matters/Financial Benefits Provided to Board Members and Senior Executives
| |
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)
|
Corporate Governance/Policies/Compensation Policy
|
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 | 6 | 6 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %33 | %33 | 4 | 4 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %67 | %67 | 6 | 6 |