GÜBRE FABRİKALARI T.A.Ş.GUBRF |
1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
Any investor conference has not been organized by the Company and 1 investor meetings have been held during the year.
| |
1.2. Right to Obtain and Examine Information
|
||
The number of special audit request(s)
|
0
| |
The number of special audit requests that were accepted at the General Shareholders' Meeting
|
0
| |
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/1126896
| |
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
Turkish and English versions were presented at the same time.
| |
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 transaction under Article 9 of the Corporate Governance Communiqué (II-17.1).
| |
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)
|
https://www.kap.org.tr/tr/Bildirim/1118082
| |
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Investor Relations / Corporate Governance / Policies / Donation and Aid 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/353068
| |
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
None.
| |
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
The 2022 Ordinary General Assembly Meeting was attended by company employees, legal advisors, related party managers and representatives of the independent audit firm in addition to shareholders.
| |
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
|
%75,95
| |
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 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.
|
The decision of the Board of Directors dated 21/03/2023 regarding the use of the profit for 2022 is as follows; ?Our Company distributes dividends to its shareholders within the framework of the dividend distribution policy prepared in accordance with the provisions of the Turkish Commercial Code, Capital Markets Legislation, Tax Legislation and other relevant legislation and the articles of our articles of association regarding dividend distribution. According to the financial statements for the accounting period 01.01.2022-31.12.2022, prepared in accordance with the Capital Markets Board's "Communiqué on Principles Regarding Financial Reporting in Capital Markets" numbered II-14.1 and audited by Eren Bağımsız Denetim A.Ş., a consolidated net profit for the period (parent company share) of TL 757,352,143.00 was obtained. Currently, the net profit for the period according to the legal records is TL 706,787,777.61. Due to the increasing need for cash due to investments and the necessity to protect the financial structure; - No dividend distribution, - Transferring the entire net profit for the period to extraordinary reserves, In this context, it has been decided to submit the attached Profit Distribution Table to the approval of the shareholders at the Ordinary General Assembly Meeting.? The Board of Directors' decision on profit distribution was submitted to the approval of the General Assembly. As a result of the physical and electronic voting, the Board of Directors' decision on the utilization of the profit for the year 2022 was unanimously approved.
| |
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/1140155
|
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 |
19/04/2023 | 0 | %77,107 | %0,003 | %77,104 | Investor Relations / General Assembly Documents | Investor Relations / General Assembly Documents | - | 113 | https://www.kap.org.tr/tr/ Bildirim/1126896 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
Investor Relations / Information Society Services, Partnership Structure, Corporate Governance (Articles of Association, Code of Ethics, Policies), Material Events Disclosures, Financial Statements and Footnotes, Board of Directors Activity Reports, General Assembly Documents, 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.
|
Investor Relations / Partnership Structure
| |
List of languages for which the website is available
|
Turkish and English
| |
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
|
Annual Report / 1. At A Glance / İ. Executive Management Annual Report / 8. Board of Directors / D. Numbers, Structures And Independencies of The Board Committees
| |
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
|
Annual Report / 8. Board of Directors / D. Numbers, Structures And Independencies of The 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
|
Annual Report / 8. Board of Directors / C. Formation of Board Meetings
| |
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
|
Annual Report / 4. Other Developments Regarding Company Activities / G. Legislative Changes That May Affect Company Operations
| |
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
|
Annual Report / 4. Other Developments Regarding Company Activities / F. Lawsuits Brought Against Our Company And Other Matters
| |
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
|
-
| |
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%
|
Our Company does not have any cross ownership subsidiary.
| |
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
|
Annual Report / 10. Social Responsibility Projects and 12. Human Resources Policy And Code Of Ethics
|
3.1. Corporation’s Policy on Stakeholders
|
||
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
|
Corporate Policies / Compensation Policy
| |
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
21
| |
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Discipline Committee
| |
The contact detail of the company alert mechanism
|
etik.bildirim@gubretas.com.tr / "Ethics Violation Notification Line" numbered 0216 468 50 55 / Corporate Website Ethics Violation Notification Form
| |
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
|
Homepage / Career
| |
Corporate bodies where employees are actually represented
|
Union
| |
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
|
The Board of Directors attaches importance to all kinds of development and managerial skills of our employees within the scope of our Company's Training and Development Procedure.
| |
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.
|
Homepage / Career
| |
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.
|
Homepage / Career
| |
The number of definitive convictions the company is subject to in relation to health and safety measures
|
0
| |
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
Investor Relations / Corporate Governance / Codes of Ethics
| |
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.
|
Investor Relations / Corporate Governance / Corporate Social Responsibility
| |
Any measures combating any kind of corruption including embezzlement and bribery
|
All kinds of anti-corruption issues, including corruption and bribery, are included in the Ethical Principles and Labor Policy of our Company. Our employees are required to show the necessary diligence. In addition, the Company has made necessary notification mechanisms for complaints that may arise in this context. Notifications received via e-mail, telephone and corporate website are evaluated by the Disciplinary Board and the process is progressed and finalized.
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
-
| |
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
|
Hüseyin Aydın-Chairman of the Board of Directors Yasin Ayaz-Vice Chairman of the Board of Directors
| |
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
6
| |
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
|
Annual Report / 4. Other Developments Regarding Company Activities / C. Internal Audit Activities Annual Report / 11. Risk Management and Factors
| |
Name of the Chairman
|
Hüseyin Aydın
| |
Name of the CEO
|
Aytaç Onkun
| |
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
|
There is no PDP announcement because they are not the same person.
| |
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
|
https://www.kap.org.tr/tr/Bildirim/1128865
| |
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
|
0
|
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 |
HÜSEYİN AYDIN | Male | Chairman of the Board | Manager | 22/04/2022 | Non-Executive | Türkiye Tarım Kredi Kooperatifleri Merkez Birliği Genel Müdürü, Tarım Kredi Holding A.Ş. Yönetim ve İcra Kurulu Başkanı | Yes | Dependent Member | ||||||||
AYTAÇ ONKUN | Male | Member of the Board | Manager | 10/06/2022 | Executive | Genel Müdür | No | Dependent Member | ||||||||
YASİN AYAZ | Male | Deputy Chairman of the Board | Manager | 03/08/2022 | Non-Executive | Tarım Kredi Holding A.Ş. Finans Grup Başkanı | Yes | Dependent Member | ||||||||
HASAN DURSUN | Male | Member of the Board | Manager | 19/08/2022 | Non-Executive | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1140155 | Considered | No | Denetimden Sorumlu Komite ve Kurumsal Yönetim Komitesi Başkanı, Riskin Erken Saptanması Komitesi Üyesi | |||||
VAHİT FERHAN BENLİ | Male | Member of the Board | Manager | 10/04/2023 | Non-Executive | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1140155 | Considered | No | Riskin Erken Saptanması Komitesi Başkanı, Denetimden Sorumlu Komite ve Kurumsal Yönetim Komitesi Üyesi |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
3
| |
Director average attendance rate at board meetings
|
%99
| |
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
|
It is presented to the members of the Board 5 days ago.
| |
The name of the section on the corporate website that demonstrates information about the board charter
|
Investor Relations / Corporate Governance / Articles of Association / Gübre Fabrikaları T.A.Ş. Articles of Association / III. Board of Directors
| |
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
Although there is no established policy and no limit, the upper limit of Article 4.3.6 (sub-article "ğ") of he CMB Corporate Governance Principles has been adopted in the scope of the independent members of the Board of Directors.
| |
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
Annual Report / 8. Board of Directors / D. Numbers, Structures And Independencies of The Board Committees
| |
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/tr/Bildirim/698446
|
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) | - | HASAN DURSUN | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | DR. VAHİT FERHAN BENLİ | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | HASAN DURSUN | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | DR. VAHİT FERHAN BENLİ | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | KADİR BUDAK | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | DR. VAHİT FERHAN BENLİ | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | HASAN DURSUN | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | MUSTAFA EMİN BAL | Hayır (No) | Yönetim kurulu üyesi değil (Not 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)
|
Annual Report / 8. Board of Directors / D. Numbers, Structures And Independencies of The Board Committees / The Audit Committee
| |
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)
|
Annual Report / 8. Board of Directors / D. Numbers, Structures And Independencies of The Board Committees / The Corporate Governance Committee
| |
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)
|
The duties of The Nomination Committee is carried by the Corporate Governance Committee
| |
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)
|
Annual Report / 8. Board of Directors / D. Numbers, Structures And Independencies of The Board Committees / The Early Detection of Risk Committee
| |
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)
|
The duties of The Remuneration Committee is carried by the Corporate Governance Committee
| |
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)
|
Annual Report / 2. Turkey and Global Fertilizer Market In 2023 Annual Report / 5. 2023 Expectations For The Fertilizer Sector In Turkey Annual Report / 6. Financial Structure And Equity Performance
| |
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Investor Relations / Corporate Governance / Policies / Remuneration Policy
| |
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)
|
Annual Report / 8. Board of Directors / E. Remuneration of The Board Of Directors
|
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) | - | %67 | %67 | 3 | 3 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %67 | %67 | 6 | 6 |