KARTONSAN KARTON SANAYİ VE TİCARET A.Ş.KARTN |
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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None.
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1.2. Right to Obtain and Examine Information
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The number of special audit request(s)
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None.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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None.
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1.3. General Assembly
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Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
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https://www.kap.org.tr/tr/Bildirim/1007629 and https://www.kap.org.tr/tr/Bildirim/1007630
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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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None.
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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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None.
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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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In accordance with the Corporate Governance Communique (II-17.1) article 10, there exists no continous transactions with subsidiaries, associates and related parties above the rates specified in article 10.
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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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None.
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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/1014391
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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 16
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Shareholders are the only attendants of the General Assembly Meeting. However, there has been no restriction regarding the participation of stakeholders in the General Assembly Meeting. Managers, employees, guests, audio and video technicians, press members and other individuals can also attend and participate in General Assembly Meeting in case of necessary permission has been granted.
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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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%34,39
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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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The investor relations/profit distribution policy is disclosed on the website address of the Company which is presented at the address below:https://www.kartonsan.com.tr/tr/page.php?id=48
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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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None.
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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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None.
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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 |
31/03/2022 | 0 | %79,02906 | %0,02197 | %79,007609 | Investor Relations | Investor Relations | None. | 39 | https://www.kap.org.tr/tr/Bildirim/1007629 |
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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It is available in the Investor Relations section in the Company's website. http://www.kartonsan.com.tr/tr/#
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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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It is available in the Investor Relations/General Assembly section in the Company's website. http://www.kartonsan.com.tr/tr/page.php?id=37
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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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Other Information And Matters That Must Be Explained Pursuant To The Legislation page number: 136 to 161
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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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Other Information And Matters That Must Be Explained Pursuant To The Legislation page number: 136 to 161
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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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Other Information And Matters That Must Be Explained Pursuant To The Legislation page number: 136 to 161
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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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Other Information And Matters That Must Be Explained Pursuant To The Legislation page number: 136 to 161
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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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Notes to the consolidated financial statements/Note 14/page number 85
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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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Kartonsan And Human Resources Page Number 60 to 63 and Corporate Socıal Responsibility Page:64
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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 has not been presented under Kartonsan corporate website.
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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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Chief Manager of Human Resources and Quality Systems
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The contact detail of the company alert mechanism
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insankaynaklari@kartonsan.com.tr
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3.2. Supporting the Participation of the Stakeholders in the Corporation’s Management
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Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies
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Necessary disclosures have not been made on the website even though employees participate in the wide variety of committees. The Company has not adopted such policy accordingly.
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Corporate bodies where employees are actually represented
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Occupational Health and Safety Committee, Disciplinary Board, Broadcasting Board, Social and Cultural Activities Board, Board of Investment Comittee, Corrective and Preventive Actions Board
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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 Company has no succession planning regarding key management personnel.
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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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https://www.kartonsan.com.tr/files/2022/Kartonsan_Etik_Ilkeler.pdf; http://www.kartonsan.com.tr/tr/page.php?id=12 and http://www.kartonsan.com.tr/tr/page.php?id=11
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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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https://www.kartonsan.com.tr/files/2022/Kartonsan_Etik_Ilkeler.pdf
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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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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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https://wwww.kartonsan.com.tr/files/2022/Kartonsan_Etik_Ilkeler.pdf
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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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Kartonsan complies with the all rules, regulations and ethical rules regarding the environment, consumers and public health. In addition, Kartonsan has been audited by Bureau Veritas and has ISO 14001 Environmental Management System, ISO 45001 Occupational Health and Safety Management System and ISO 50001 Energy Management System certificates. The Company has been implemented all necessary activities and operations to fulfill the requirements with pursuing maximum care policy for both the safety of the employees and sensivity to the environment. Direct discharge of process water is prevented by the waste water treatment facility. Accordingly, the waste water treatment facility output values ??are controlled constantly. Kartonsan is fighting with environmental pollution by giving other wastes to licensed companies and recycling and disposal these wastes with the direct treatment. The Company contributes to the economy with the forest protection by using 91% waste paper in cardboard production. Every year, the ambient noise level is measured 24 hours in and around the factory production site and noise level is tried to within the legal limits in accordance with the rules and legislation. Kartonsan's primary aim is minimizing environmental pollution and achieve this through using natural gas, generating its own electrical energy and making necessary emission measurements on time. In addition, Kartonsan has adopted social welfare policies and provides social aid to sports clubs, municipalities, public institutions, associations and foundations in the region where production facilities are located.
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Any measures combating any kind of corruption including embezzlement and bribery
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Kartonsan has been established an efficient internal control mechanism and fights against all kinds of corruption including extortion and bribery. Each employee has its own job description and knows its authorisation limit determined by the Company. Kartonsan is represented with at least double signature authority.
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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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No delegation was made among the board members.
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Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
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There isn't unit of Internal Control Systems and Audit
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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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There isn't unit of Internal Control Systems and Audit
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Name of the Chairman
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Ünal Bozkurt
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Name of the CEO
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Haluk İber
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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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None.
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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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None.
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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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The number of female members in the board of directors is 3, and the rate of female members among the total members of the board of directors is 25%.
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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 |
ÜNAL BOZKURT | Male | Chairman of the Board | Academician | 05/10/2010 | Non-Executive | YÖNETİM KURULU ÜYELİĞİ VE BAŞKAN YARDIMCILIĞI | YÖNETİM KURULU ÜYESİ | Yes | Dependent Member | Not Considered | No | |||||
ASLI BALKIR | Female | Vice Chairman of the Board | Electronics Engineer | 02/08/2001 | Non-Executive | YÖNETİM KURULU ÜYELİĞİ VE BAŞKAN YARDIMCILIĞI | YÖNETİM KURULU ÜYESİ | No | Dependent Member | Not Considered | No | |||||
SÜLEYMAN KAYA | Male | Vice Chairman of the Board | Mechanical Engineer | 06/02/2006 | Non-Executive | YÖNETİM KURULU ÜYELİĞİ | YÖNETİM KURULU ÜYESİ | No | Dependent Member | Not Considered | No | Kurumsal Yönetim Komitesi-Üye | ||||
SİNAN ERCAN GÜLÇUR | Male | Member of the Board | Mechanical Engineer | 05/10/2000 | Non-Executive | YÖNETİM KURULU ÜYELİĞİ | YÖNETİM KURULU ÜYESİ | Yes | Dependent Member | Not Considered | No | |||||
MEHMET İMREGÜN | Male | Member of the Board | Mechanical Engineer | 21/03/2011 | Non-Executive | YÖNETİM KURULU ÜYELİĞİ | YÖNETİM KURULU ÜYESİ | No | Dependent Member | Not Considered | No | Riskin Erken Saptanması Komitesi-Üye | ||||
HATİCE CANAN PAK İMREGÜN | Female | Member of the Board | Business and administration professionals | 01/10/2012 | Non-Executive | YÖNETİM KURULU ÜYELİĞİ | YÖNETİM KURULU ÜYESİ | Yes | Dependent Member | Not Considered | No | |||||
HALUK İBER | Male | Member of the Board | Chemical Engineer | 02/03/2006 | Executive | YÖNETİM KURULU ÜYELİĞİ VE GENEL MÜDÜR | YÖNETİM KURULU ÜYESİ VE GENEL MÜDÜR | No | Dependent Member | Not Considered | No | |||||
SÜLEYMAN KADRİ MİRZE | Male | Member of the Board | Academician | 29/03/2018 | Non-Executive | ÖĞRETİM ÜYESİ | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/661766 | Considered | No | Denemit Komitesi-Üye, Kurumsal Yönetim Komitesi-Başkan | ||||
AHMET GÖKSEL YÜCEL | Male | Member of the Board | Academician | 29/03/2018 | Non-Executive | ÖĞRETİM ÜYESİ | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/661766 | Considered | No | Denetim Komitesi-Başkan, Riskin Erken Saptanması Komitesi-Başkan | ||||
İLKER CENGİZ | Male | Member of the Board | Lawyer | 05/05/2020 | Non-Executive | No | Dependent Member | Not Considered | No | Kurumsal Yönetim Komitesi-Üye | ||||||
RECEP BİLDİK | Male | Member of the Board | Academician | 31/03/2022 | Non-Executive | ÖĞRETİM ÜYESİ | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1007629 | Considered | No | Denetim Komitesi-Üye, Kurumsal Yönetim Komitesi-Üye | ||||
RÜYA ESER | Female | Member of the Board | Academician | 31/03/2022 | Non-Executive | ÖĞRETİM ÜYESİ | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1007629 | Considered | No | Denetim Komitesi-Üye, Riskin Erken Saptanması Komitesi-Üye |
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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24
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Director average attendance rate at board meetings
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%93
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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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1 week
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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/Presented under Articles of Association section (Articles of Association, article 11).
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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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None.
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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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Other Information And Matters That Must Be Explained Pursuant To The Legislation page number: 136 to 161
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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/204784 ve https://www.kap.org.tr/tr/Bildirim/339032
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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) | Ahmet Göksel Yücel | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Recep Bildik | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Süleyman Kadri Mirze | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | İlker Cengiz | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Recep Bildik | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Bülent Yılmaz | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Ahmet Göksel Yücel | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Mehmet İmregün | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Rüya Eser | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Rüya Eser | 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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Other Information And Matters That Must Be Explained Pursuant To The Legislation page number: 136 to 161
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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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Other Information And Matters That Must Be Explained Pursuant To The Legislation page number: 136 to 161
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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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Other Information And Matters That Must Be Explained Pursuant To The Legislation page number: 136 to 161
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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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Other Information And Matters That Must Be Explained Pursuant To The Legislation page number: 136 to 161
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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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None.
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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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General Manager?s Assessment /Page number: 16-19
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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None.
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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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Other Information And Matters That Must Be Explained Pursuant To The Legislation page number: 136 to 161
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Names Of The Board Committees | Name of committees defined as "Other" in the first column | The Percentage Of Non-executive Directors | The Percentage Of Independent Directors In The Committee | The Number Of Meetings Held In Person | The Number Of Reports On Its Activities Submitted To The Board |
Denetim Komitesi (Audit Committee) | %100 | %100 | 5 | 5 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %75 | %50 | 6 | 6 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %33,33 | 6 | 6 |