TEKNOSA İÇ VE DIŞ TİCARET A.Ş.TKNSA |
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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Having participated in 2 conference/investor day and met with 128 institutional investors/analysts during the year 2023.
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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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There is no such transaction.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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There is no such transaction.
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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/1116170
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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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No.
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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 such 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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There is no such transaction.
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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 is no such transaction.
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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/Donation and Aid 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/tr/Bildirim/424674
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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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Articles of Association: Articles 28-31
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Shareholders and their representatives, Board Members, Company Auditor, and Company employees responsible for the meeting preperations attended to 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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Irrelevant
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The percentage of ownership of the largest shareholder
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%50
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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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Irrelevant
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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/Dividend 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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Since our company is in the investment period, it has been resolved by the majority of votes that no profit distribution will be made for the 2022 fiscal year in order to continue a healthy cash flow and maintain the balance sheet structure that has improved in recent years.
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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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https://www.kap.org.tr/tr/Bildirim/1127883
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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 |
24/03/2023 | 0 | %56,37 | %0,1 | %56,27 | https://yatirimci.teknosa.com/2022 | - | - | 0 | https://www.kap.org.tr/tr/Bildirim/1127876 |
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" sections on the website www.teknosa.com
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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/Corporate Governance/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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Available under the Board of Directors and Statement of Independence Section.
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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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Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
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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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Available under the Corporate Governance and Sustainability Principles Compliance Report, "Operating Principles of the Board of Directors" Section.
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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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There have been no significant legislative changes.
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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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There are no important cases.
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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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There is no conflict of interest.
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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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There is no cross-ownership in this context.
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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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Available in the Sustainability Approach Section.
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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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-
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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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0
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Senior Audit Manager-Assistant General Manager for Human Resources and Sustainability
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The contact detail of the company alert mechanism
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etik@teknosa.com, etik@sabanci.com
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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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-
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Corporate bodies where employees are actually represented
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-
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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 Corporate Governance Committee oversees succession planning activities for key management 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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Investor Relations/Corporate Governance/Human Resource 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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Investor Relations/Corporate Governance/Code of Business Ethics
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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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0
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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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Investor Relations/Corporate Governance/Code of Business Ethics
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The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.
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Company provides technological support to various universities and non-governmental organizations. Creates a safe, healthy and desirable workplace atmosphere. It acts with the principle of equal opportunity in all matters related to business life.
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Any measures combating any kind of corruption including embezzlement and bribery
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Available in the Investor Relations/Corporate Governance/Anti Bribery and Anti Corruption Policy Section.
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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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December 2023
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Whether the board evaluation was externally facilitated
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Hayır (No)
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Whether all board members released from their duties at the GSM
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Evet (Yes)
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Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties
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Chairman of the Board-Max Speur(Non-executive director), Deputy Chairman of te Board-Burak Turgut Orhun(Non-executive director)
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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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4
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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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Corporate Governance and Sustainability Principles Compliance Report, Risk Management and Internal Control Mechanism
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Name of the Chairman
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Max Speur
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Name of the CEO
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Sitare Sezgin
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If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
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Not the same person.
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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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Company was insured for an amount exceeding 25% of the company's equity, but no PDP notification was made.
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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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There is no written policy on this topic.
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The number and ratio of female directors within the Board of Directors
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The number female directors within the Board of Directors 1 (one); the ratio of female directors is 17%.
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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 |
MAX SPEUR | Male | Chairman of the Board | Managing Director / Chief Executive | 27/03/2023 | Executive | - | Hacı Ömer Sabancı Holding A.Ş.Dijital Grup Başkan | No | Dependent Member | Not Considered | No | |||||
BURAK TURGUT ORHUN | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 22/03/2022 | Executive | H.Ö.Sabancı Yapı Malzemeleri Grup Başkanlığı | Yes | Dependent Member | Not Considered | No | ||||||
MEHMET FIRAT | Male | Member of the Board | Managing Director / Chief Executive | 13/10/2023 | Non-Executive | Enerjisa Enerji BT ve Dijital İş Yönetimi Bölüm Başkanı | No | Dependent Member | Not Considered | No | ||||||
AHMED CEVDET ALEMDAR | Male | Member of the Board | Managing Director / Chief Executive | 21/02/2023 | Non-Executive | H.Ö Sabancı Holding Sanayi Grup Başkanı | No | Dependent Member | Not Considered | No | ||||||
TEMEL CÜNEYT EVİRGEN | Male | Member of the Board | Academician | 29/03/2021 | Non-Executive | Sabancı Üniversitesi EDU Direktörü, Sabancı Üniversitesi Yönetim Bilimleri Fakültesi Öğretim Görevlisi,TOBB Perakendecilik Sektör Meclisi Akademik Danışman | No | Independent Member | https://www.kap.org.tr/tr/Bildirim/913094 | Considered | No | Kurumsal Yönetim Komitesi Başkanı;Riskin Erken Saptanması Komitesi Başkanı; Denetim Komitesi Üyesi | ||||
NEVGÜL BİLSEL SAFKAN | Female | Member of the Board | Managing Director / Chief Executive | 22/03/2022 | Non-Executive | Hacı Ömer Sabancı Vakfı Genel Müdürü | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1003241 | Considered | No | Denetim Komitesi Başkanı ;Kurumsal Yönetim Komitesi Üyesi; 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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4
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Director average attendance rate at board meetings
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%92
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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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4 days
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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/Corporate Governance/Articles of Association
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Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
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-
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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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Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
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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/en/Bildirim/1248940
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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) | Nevgül BİLSEL SAFKAN | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Temel Cüneyt EVİRGEN | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Temel Cüneyt EVİRGEN | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Nevgül BİLSEL SAFKAN | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Sibel TURHAN | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Temel Cüneyt EVİRGEN | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Nevgül BİLSEL SAFKAN | Hayır (No) | 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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Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
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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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Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
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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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Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
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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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Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
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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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Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
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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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-
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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/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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Financial Statements and Independent Auditor?s Report, "Benefits for the Key Management Personnel"
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Names Of The Board Committees | Name of committees defined as "Other" in the first column | The Percentage Of Non-executive Directors | The Percentage Of Independent Directors In The Committee | The Number Of Meetings Held In Person | The Number Of Reports On Its Activities Submitted To The Board |
Denetim Komitesi (Audit Committee) | %100 | %100 | 4 | 4 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %67 | %67 | 4 | 4 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %100 | 6 | 6 |