PEGASUS HAVA TAŞIMACILIĞI A.Ş.PGSUS |
1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
In 2023, Pegasus attended 9 investor conferences, including videoconferences in and outside of Turkey, held more than 300 investor meetings and 4 investor webcasts relating to financial statements.
| |
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)
|
Covered in the General Assembly Information Document: https://www.kap.org.tr/en/Bildirim/1120716
| |
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
General Assembly documents were made available simultaneously in English and Turkish.
| |
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
|
No transaction falling in the scope of this principle occurred in 2023.
| |
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)
|
No transaction falling in the scope of this principle occurred in 2023.
| |
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)
|
No transaction falling in the scope of this principle occurred in 2023.
| |
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Pegasus Investor Relations Website / Corporate Governance / Policies
| |
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/en/Bildirim/1129694
| |
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
Pegasus Articles of Association 17/1/e
| |
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
Company employees attended the Meeting as observers.
| |
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
|
%56,66
| |
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
|
Pegasus Investor Relations Website / Corporate Governance / Policies
| |
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.
|
5. In respect of the fifth agenda item, it was noted that the "Pegasus Dividend Policy", had been submitted for the information of the shareholders. It was further noted that according to the dividend distribution chart submitted to the attention of the shareholders by the resolution of the Board of Directors dated March 6, 2023, according to the Company accounts based on Turkish Financial Reporting Standards and based on statutory records prepared in accordance with the Turkish Tax Procedure Law No. 213, the Company has no distributable profit for the year 2022 due to accumulated previous years? losses exceeding the profit for the year. Therefore, deduction of the profit of the period in the previous years? losses account was proposed in accordance with the law, Article 21 of the Company Articles of Association and Pegasus Dividend Policy, There were no further comments. Deduction of the profit for the period from previous years? losses, and the absence of any distributable profit for the period, in line with the Company?s Articles of Association and the ?Pegasus Dividend Policy? was approved by the majority of the shareholders attending the Meeting, by unanimous approval of the shareholders attending the meeting.
| |
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/en/Bildirim/1129694
|
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 |
30/03/2023 | 0 | %68,66 | %0 | %68,66 | http://www.pegasusinvestorrelations.com/en/corporate-governance/general-assembly | http://www.pegasusinvestorrelations.com/en/corporate-governance/general-assembly | 14 | 153 | https://www.kap.org.tr/en/Bildirim/1120716 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
Trade Registry Information: Pegasus Investor Relations Website / About Pegasus / Corporate Information / Trade Registry Information; Capital and Shareholding Structure: Pegasus Investor Relations Website / About Pegasus / Corporate Information / Capital and Shareholding Structure; Management and Organization Structure: Pegasus Investor Relations Website / Corporate Governance / Management and Organization; Articles of Association: Pegasus Investor Relations Website / Corporate Governance / Articles of Association; Information on Amendments to the Articles of Association: Pegasus Investor Relations Website / Corporate Governance / Trade Registry Information on Amendments; Information on (the absence of) Privileged Shares: Pegasus Investor Relations Website / Corporate Governance / Privileged Shares; A link has been provided to the Public Disclosure Platform for all material event disclosures published by Pegasus on the Pegasus Investor Relations Website: Pegasus Investor Relations Website / Corporate Governance / Material Event Disclosures; Financial Reports and Activity Reports: Pegasus Investor Relations Website / Operational and Financial Information; Prospectus and Similar Documents: Pegasus Investor Relations Website / Corporate Governance / IPO Prospectus & IzAir Merger; General Assembly Information: Pegasus Investor Relations Website / Corporate Governance / General Assembly; Board Policies: Pegasus Investor Relations Website / Corporate Governance / Policies; FAQ: Pegasus Investor Relations Website / About Pegasus / FAQ
| |
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.
|
Pegasus Investor Relations Website / About Pegasus / Corporate Information / Capital and Shareholding Structure
| |
List of languages for which the website is available
|
Turkish, 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
|
ANNEX-2: INFORMATION ON DUTIES ASSUMED ELSEWHERE BY PEGASUS BOARD MEMBERS IN 2022; ANNEX-3: INDEPENDENCE STATEMENTS
| |
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
|
1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND 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
|
1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES
| |
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
|
4/G -IMPORTANT LEGISLATIVE AND REGULATORY CHANGES THAT MAY HAVE MATERIAL IMPACT ON THE COMPANY'S 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
|
4/H - LAWSUITS FILED AGAINST PEGASUS WITH A POTENTIAL TO AFFECT THE COMPANY'S FINANCIAL STATUS AND OPERATIONS AND POSSIBLE OUTCOME OF DISPUTES
| |
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
|
1/G - INFORMATION ON TRANSACTIONS BETWEEN PEGASUS AND BOARD MEMBERS, COMPETING BUSINESS ACTIVITIES OF BOARD MEMBERS AND CONFLICT OF INTEREST REGARDING INVESTMENT ADVICE, RATING AND SIMILAR SERVICES PROCURED BY PEGASUS
| |
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%
|
4/D - INFORMATION ON DIRECT AND INDIRECT INVESTMENTS BY PEGASUS IN OTHER VENTURES
| |
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
|
7/A - STAKEHOLDER INITIATIVES
|
3.1. Corporation’s Policy on Stakeholders
|
||
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
|
Pegasus Investor Relations Website / Corporate Governance / Policies
| |
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
-
| |
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Group Head of Internal Audit & Integrated Systems Management & Business Excellence on behalf of Pegasus Ethics Committee
| |
The contact detail of the company alert mechanism
|
https://www.pegasusinvestorrelations.com/medium/image/pegasus-ethical-behavior-guide_1196/view.aspx
| |
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
|
-
| |
Corporate bodies where employees are actually represented
|
Employee representative, who is authorized and responsible for participating in workplance health and safety studies, for reviewing works, requesting actions, proposing actions and similar matters, is a member of the Company Workpace Health and Safety Board.
| |
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
|
Pegasus manages succession planning for key positions under the auspices of the Corporate Governance Committee and the Board of Directors.
| |
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.
|
https://www.pegasusinvestorrelations.com/medium/image/2022-annual-activity-report_1278/view.aspx
| |
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.
|
https://www.pegasusinvestorrelations.com/medium/image/2022-annual-activity-report_1278/view.aspx
| |
The number of definitive convictions the company is subject to in relation to health and safety measures
|
-
| |
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
https://www.pegasusinvestorrelations.com/medium/image/pegasus-ethical-behavior-guide_1196/view.aspx
| |
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.
|
https://www.pegasusinvestorrelations.com/en/corporate-governance/policies
| |
Any measures combating any kind of corruption including embezzlement and bribery
|
https://www.pegasusinvestorrelations.com/medium/image/anti-corruption-and-anti-bribery-policy_1268/view.aspx
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
15.09.2022
| |
Whether the board evaluation was externally facilitated
|
Evet (Yes)
| |
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
|
Our Board of Directors designated Mehmet Tevfik NANE, Chairperson and Hüseyin Çağatay ÖZDOĞRU, Board Member, as two members authorized to exercise signatory powers.
| |
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
16
| |
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
|
4/C- EVALUATION OF INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS
| |
Name of the Chairman
|
Mehmet Tevfik NANE
| |
Name of the CEO
|
Güliz ÖZTÜRK
| |
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
|
-
| |
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
|
-
| |
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
Pegasus Investor Relations Website / Corporate Governance / Policies
| |
The number and ratio of female directors within the Board of Directors
|
Number: 2; Ratio: 25%
|
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 |
MEHMET TEVFİK NANE | Male | Chairman of the Board | Manager | 31/03/2022 | Executive | CEO, Vice-Chairperson of the Board | Pegasus Havacılık Teknolojileri A.Ş. & Pegasus Uçuş Eğitim Merkezi A.Ş. BoD Chairperson | Yes | 0 | - | Dependent Member | - | Not Considered | No | Technology Committee Member | |
ALİ İSMAİL SABANCI | Male | Member of the Board | Businessman / Businesswoman | 26/01/2005 | Executive | Chairperson of the Board | Board duties at Esas Holding, Esas Group Companies and other companies | No | 0,61 | - | Dependent Member | - | Not Considered | No | None | |
MEHMET CEM KOZLU | Male | Member of the Board | Manager | 02/04/2013 | Non-Executive | Independent Board Member, Audit Committee Chairperson, Safety Committee Member | Board member and consultant at non-group companies | No | 0 | - | Dependent Member | - | Not Considered | No | Corporate Governance Committee Member | |
HATİCE ZEYNEP BODUR OKYAY | Female | Member of the Board | Engineer | 14/07/2016 | Non-Executive | Independent Board Member, Audit Committee Chair | Kale Group President & CEO | No | 0 | - | Dependent Member | - | Not Considered | No | Risk Committee Member | |
HÜSEYİN ÇAĞATAY ÖZDOĞRU | Male | Member of the Board | Engineer | 28/08/2023 | Executive | Vice-Chairperson, Board Member | Esas Holding A.Ş. CEO and Group Company Board Duties | No | 0 | - | Dependent Member | - | No | None | ||
AGAH UĞUR | Male | Member of the Board | Industrial Engineer | 29/08/2019 | Non-Executive | Board Member, Risk Committee Chair | Board Member in Various Companies | Yes | 0 | - | Independent Member | https://www.kap.org.tr/en/Bildirim/1129694 | Considered | No | Audit Committee Chairperson and Risk Committee Member | |
DAVİD FLORENZ ALEXANDER VİSMANS | - | Male | Member of the Board | Engineer | 31/01/2022 | Non-Executive | Yönetim Kurulu Üyesi | Supervisory/Advisory Board Memberships in several companies operating outside of Türkiye | No | 0 | - | Independent Member | https://www.kap.org.tr/en/Bildirim/1129694 | Considered | No | Risk Committee Chairperson and Technology Committee Member |
AYŞEGÜL İLDENİZ | Female | Member of the Board | Manager | 16/09/2022 | Non-Executive | Yönetim Kurulu Üyesi | Board Member at Vestel Group Companies and Doğan Holding | No | 0 | - | Independent Member | https://www.kap.org.tr/en/Bildirim/1129694 | Considered | No | Corporate Governance Committee Chairperson and Technology Committee Member |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
4
| |
Director average attendance rate at board meetings
|
%96
| |
Whether the board uses an electronic portal to support its work or not
|
Evet (Yes)
| |
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
|
1 Week
| |
The name of the section on the corporate website that demonstrates information about the board charter
|
https://www.pegasusinvestorrelations.com/en/corporate-governance/management-structure/bylaws-of-the-board-of-directors
| |
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
No Maxium Threshold Applies
| |
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
1/H: WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES
| |
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/en/Bildirim/724163; https://www.kap.org.tr/en/Bildirim/1129698
|
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) | - | Agah UĞUR | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Ayşegül İLDENİZ | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | David F. A. VISMANS | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | H. Zeynep B. OKYAY | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Agah UĞUR | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Mustafa TERCAN | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Ayşegül İLDENİZ | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | M. Cem KOZLU | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Ömer L. ÖMERBAŞ | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Technology Comittee | Mehmet T. NANE | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Technology Comittee | David F. A. VISMANS | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Technology Comittee | Ayşegül İLDENİZ | Hayır (No) | Yönetim kurulu üyesi (Board member) |
4.5. Board Committees-II
|
||
Specify where the activities of the audit committee are presented in your annual report or website (Page number or section name in the annual report/website)
|
1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES
| |
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)
|
1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES
| |
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)
|
1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES
| |
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)
|
1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES AND 6/B - INFORMATION ON THE WORK AND REPORTING OF THE COMMITTTEE ON THE EARLY DETECTION OF RISKS
| |
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)
|
1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES
| |
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)
|
4/J- EVALUATION OF FULFILMENT OF TARGETS SET OUT BY THE COMPANY, FULFILMENT OF SHAREHOLDER DECISIONS ADOPTED AT THE GENERAL ASSEMBLY MEETING, EXPLANATIONS ON ANY FAILURE TO MEET THE FOREGOING
| |
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Pegasus Investor Relations Website / Corporate Governance / Pegasus Compensation and Indemnity Policy & Pegasus Investor Relations Website / Corporate Governance / General Assemlby / General Assembly Information Document
| |
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)
|
2- FINANCIAL BENEFITS PROVIDED TO BOARD MEMBERS AND SENIOR MANAGEMENT
|
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 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %75 | %50 | 4 | 10 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %66 | %33 | 4 | 4 |
Diğer (Other) | Technology Committee | %66 | %66 | 2 | 2 |