TÜRK PRYSMİAN KABLO VE SİSTEMLERİ A.Ş.PRKAB |
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, four webcast meetings were held where financial results for the end of 2022 and three quarters of 2023 were shared.
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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 was no request for the appointment of a special auditor during 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/1129208
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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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General Assembly Meeting documents are not 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 action taken within the scope of principle 1.3.9.
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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 2023, all related party transactions and transaction principles were collectively presented to the Board of Directors. It was adopted in 2023 by decision no. 2023/08.
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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/1128486
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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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It is available on our company's corporate website at www.prysmiangroup.com.tr, under the heading "Our Policies" under the Investor Relations Section.
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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/1129208
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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 11
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Company employees, representatives, shareholders and independent auditors can attend the General Assembly meeting. Link to the General Assembly attendance list: https://www.kap.org.tr/tr/Bildirim/1129208
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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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It is not available.
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The percentage of ownership of the largest shareholder
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%83,75
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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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It is not available.
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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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It is available on our company's corporate website at www.prysmiangroup.com.tr, under the heading "Our Policies" under the Investor Relations Section.
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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 a proposal regarding not distributing the profit.
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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 did not make a proposal regarding not distributing the profit.
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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 |
29/03/2023 | 0 | %83,75 | %83,75 | %83,75 | It is available on our company's corporate website at www.prysmiangroup.com.tr, under the heading "General Assemblies" under the Investor Relations Section. | It is available on our company's corporate website at www.prysmiangroup.com.tr, under the heading "General Assemblies" under the Investor Relations Section. | It is available on our company's corporate website at www.prysmiangroup.com.tr, under the heading "General Assemblies" under the Investor Relations Section. | 28 | https://www.kap.org.tr/tr/Bildirim/1129208 |
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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In order to maintain our company's relations with shareholders more effectively and quickly and to be in constant communication with shareholders, it is constantly updated under the "Investor Relations" section of the corporate website at www.prysmiangroup.com.tr, as prescribed by the CMB Corporate Governance Principles.
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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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Based on the latest shareholder list reported to our company from MKK, there are no real person shareholders who own more than 5% of the shares.
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List of languages for which the website is available
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Turkish 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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It is included in the Corporate Governance Compliance Report section of 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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It is included in the Corporate Governance Compliance Report section of 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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It is included in the Corporate Governance Compliance Report section of 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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Footnote number 2 of the independent auditor's report
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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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Footnote number 14 of the independent auditor's 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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It is not available.
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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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It is not available.
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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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It is explained in the Corporate Social Responsibility section of 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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It is available on our company's corporate website at www.prysmiangroup.com.tr, under the heading "Our Policies" under the Investor Relations Section.
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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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1
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Whistle blowing mechanism initiated by the internal audit department is used.
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The contact detail of the company alert mechanism
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https://www.prysmiangroup.com/en/about-us/ethics-integrity/whistleblowing
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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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Not available
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Corporate bodies where employees are actually represented
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It is essential to keep all communication channels open and to eliminate all obstacles that may arise for company employees to participate in management. Our company has a union structure and our workers are members of the United Metal Workers Union. A suggestion box is used, making it possible to collect suggestions for company activities and convey them to the upper management, regardless of white collar or blue collar distinction. Participation in management is supported through various working groups such as panels and workshops formed by employees at all levels of the company.
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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 creates 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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It is available on our company's corporate website at www.prysmiangroup.com.tr, under the heading "Our Policies" under the Investor Relations Section.
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Whether the company provides an employee stock ownership programme
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Pay edindirme planı bulunuyor (There is an employee stock ownersip 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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Not available
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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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Not available
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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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It is available under the "Ethical Values & Integrity" heading in the About section of our company's corporate website at www.prysmiangroup.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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It is located under the About Section on our company's corporate website at www.prysmiangroup.com.tr.
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Any measures combating any kind of corruption including embezzlement and bribery
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It is located at the link https://tr.prysmiangroup.com/tr/about..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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Not available
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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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Board of Directors, Deputy Chairman of the Board of Directors, Mr. Ülkü Özcan alone has unlimited authority.
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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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5
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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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It is presented in the Corporate Governance Principles Compliance Report section of the annual report.
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Name of the Chairman
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Halil İbrahim Kongur
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Name of the CEO
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Ülkü Özcan
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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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Our company, including the members of the Board of Directors and senior managers, has 'Executive Liability Insurance' for damages they may cause to the company due to their faults during their duties. has issued an insurance policy under the scope of KAP link: https://www.kap.org.tr/tr/Bildirim/1217817
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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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Not available
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The number and ratio of female directors within the Board of Directors
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There are 4 people and the rate is 50%.
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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 |
HALİL İBRAHİM KONGUR | Male | Chairman of the Board | Engineer | 30/03/2012 | Non-Executive | Türk Prysmian Kablo ("TPK") Fabrika Direktörü & TPK Yönetim Kurulu Başkanı | No | Dependent Member | ||||||||
ÜLKÜ ÖZCAN | Female | Deputy Chairman of the Board | Economist | 01/06/2021 | Executive | TPK Genel Müdür & Yönetim Kurulu Başkan Yardımcısı | No | Dependent Member | ||||||||
RINKE KIEBOOM | Male | Member of the Board | Economist | 29/03/2023 | Non-Executive | MEAT Bölge CFO | Yes | Dependent Member | ||||||||
MARIA CRISTINA BIFULCO | Female | Member of the Board | Business and administration professionals | 08/07/2020 | Non-Executive | Prysmian S.p.A Yatırımcı İlişkileri Direktörü | Yes | Dependent Member | ||||||||
GIACOMO SOFIA | Male | Member of the Board | Engineer | 29/03/2023 | Non-Executive | Prysmian Cables and Systems?ın CEO | No | Dependent Member | ||||||||
BANU UZGUR | Female | Member of the Board | Economist | 30/03/2018 | Non-Executive | Yes | Independent Member | Considered | No | Kurumsal Yönetim Komitesi Başkanı, Riskin Erken Saptanması Komitesi, Denetim Komitesi | ||||||
İSMET SU | Male | Member of the Board | Lawyer | 30/03/2018 | Non-Executive | Independent Member | Considered | No | Denetim Komitesi Başkanı, Riskin Erken Saptanması Komite Üyesi | |||||||
MİNE AYHAN | Female | Member of the Board | Economist | 30/03/2020 | Non-Executive | Europ Asistance Türkiye ve Paris merkezli Europ Assistance Holding ve Europ Assistance SA şirketlerinin Yönetim Kurullarında da Başkan ve Üye, Generali Türkiye Yönetim Kurulu BaşkanI | Yes | Independent Member | Considered | No | Riskin Erken Saptanması Komitesi Başkanı, Denetim Komitesi Üyesi, Kurumsal Yönetim 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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During the 2023 activity period, Board of Directors meetings were held physically; 68.75% of the Board Members physically attended these meetings. Members who could not physically attend the meeting due to their agendas participated through online applications (Teams).
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Director average attendance rate at board meetings
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%69
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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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Information and documents regarding the issues on the agenda of the Board of Directors meeting are presented to the members of the Board of Directors for review in sufficient time before the meeting, ensuring equal information flow. The exact 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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It is stated in Articles 8 and 9 of the Articles of Association within the Corporate Governance section under the Investor Relations Department on the company's corporate website at www.prysmiangroup.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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Not available
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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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It is included in the "Corporate Governance Principles Compliance Report" section of 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.org.tr/tr/Bildirim/1066843 ; https://www.kap.org.tr/tr/Bildirim/258320
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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) | İsmet Su | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Banu Uzgur | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Mine Ayhan | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Banu Uzgur | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Mine Ayhan | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ayşe Çiğdem Çelikbilek | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Mine Ayhan | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Banu Uzgur | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | İsmet Su | 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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It is included in the Corporate Governance Principles Compliance Report section of 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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It is included in the Corporate Governance Principles Compliance Report section of 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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It is included in the Corporate Governance Principles Compliance Report section of 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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It is included in the Corporate Governance Principles Compliance Report section of 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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It is included in the Corporate Governance Principles Compliance Report section of 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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It is included in the "CEO's message" 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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It is available on our company's corporate website at www.prysmiangroup.com.tr, under the heading "Our Policies" under the Investor Relations Section.
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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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It is stated in the "benefits and services provided to senior managers" section of the Annual Report and in Related Party Disclosures Footnote No. 26 of the Independent Auditor's Report.
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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) | %100 | %66,66 | 4 | 4 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %100 | 6 | 6 |