EMLAK KONUT GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.EKGYO |
1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
During the year, the company participated in 3 national and international conferences and met a total of 32 investors/analysts. Excluding the organisations attended, 223 investors/analysts were met in/outside the company/teleconference meetings.
| |
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/1121288
| |
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
Provided
| |
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
|
https://www.kap.org.tr/tr/Bildirim/1121288
| |
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)
|
https://www.kap.org.tr/tr/Bildirim/1134409
| |
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/1137885 ; https://www.kap.org.tr/tr/Bildirim/1172641 ;https://www.kap.org.tr/tr/Bildirim/1207207 ; https://www.kap.org.tr/tr/Bildirim/1104700
| |
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Investor Relations/ Corporate Governance Information
| |
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/1121288
| |
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
Article of Association- Article 23
| |
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
Stakeholders such as Independent Auditor Representative and employees have participated in the General Shareholder's Meeting. But they have no right to speak.
| |
1.4. Voting Rights
|
||
Whether the shares of the company have differential voting rights
|
Evet (Yes)
| |
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
|
25.336.991.900 A Group shares of Ministry of Environment and Urbanisation Housing Development Administration (6.67%)
| |
The percentage of ownership of the largest shareholder
|
%49,34
| |
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 Information / 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.
|
Dividend was distributed.
| |
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
|
-
|
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 |
31/03/2023 | 0 | %55,42 | %49,34 | %6,08 | Investor Relations/ General Assembly Information | Investor Relations/ General Assembly Information | Article 19 | 61 | https://www.kap.org.tr/tr/Bildirim/1121288 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
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.
|
Emlak Konut REIC / Partnership Structure
| |
List of languages for which the website is available
|
Turkish- English- Arabic
| |
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
|
Corporate Governance Principles / Structure and Formation of Board of Directors
| |
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
|
Corporate Governance Principles - Operating Principles of the Board of Directors
| |
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
|
Corporate Governance Principles - Operating Principles of the Board of Directors
| |
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
|
There is no such a section
| |
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
|
Lawsuits Involving Our Company
| |
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
|
There is no such a section
| |
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%
|
Emlak Konut REIC Scope of Business / Capital and Partnership Structure
| |
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
|
Corporate Governance Principle-Policies
|
3.1. Corporation’s Policy on Stakeholders
|
||
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
|
-
| |
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
0
| |
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
-
| |
The contact detail of the company alert mechanism
|
-
| |
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
|
Human Resources Policy
| |
Corporate bodies where employees are actually represented
|
-
| |
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 creates the necaassary displacement plans.
| |
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.
|
Investor Relations / Corporate Governance Information / Human Resources Policy
| |
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.
|
Investor Relations / Corporate Governance Information / Human Resources Policy
| |
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 / Sustainibility Report
| |
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.
|
Donation and Aid Policy
| |
Any measures combating any kind of corruption including embezzlement and bribery
|
The Company supports and respects internationally recognized human rights while fighting against corruption in all its forms, including extortion and bribery. The Company continues to work toward creating a set of ethical rules with utmost care. The Company will disclose its ethical rules to the public through its corporate website after their formation.
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
No performance evaluation.
| |
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
|
No delegated duties and authorities
| |
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
-
| |
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
|
Corporate Governance Principle- Board of Directors Activity Principle
| |
Name of the Chairman
|
Ertan KELEŞ
| |
Name of the CEO
|
Cengiz ERDEM
| |
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
|
Regarding the principle 4.2.8, the negligence of the Members of the Board of Directors and/ or damages they may cause when performing their duties were insured up to $4 million.
| |
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
There is no such a policy.
| |
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 |
ERTAN KELEŞ | Male | Chairman of the Board | Engineer | 28/04/2014 | Executive | Board Member | Ministry of Interior - Deputy Minister | No | B | Dependent Member | https://www.kap.org.tr/en/Bildirim/1050321 | Not Considered | Yes | Chairman of Corporate Governance Committee and Chairman of the Committee and SustaSustainability Committee | ||
MUSTAFA LEVENT SUNGUR | Male | Deputy Chairman of the Board | Civil Engineer | 30/04/2019 | Non-Executive | Independent Member of the Board of Directors | Vice President of Mass Housing | No | A.B | Dependent Member | Not Considered | No | Chariman of the Early Detection of Risk and Risk Management Committee,Member of Sustainability Committee | |||
CENGİZ ERDEM | Male | Member of the Board | Engineer | 06/07/2023 | Non-Executive | No | A,B | Dependent Member | Not Considered | Yes | ||||||
HAKAN AKBULUT | Male | Member of the Board | Certified Public Accountant | 30/04/2019 | Non-Executive | Deputy General Manager | Vice President of Mass Housing | Yes | A.B | Dependent Member | Not Considered | Yes | The Member of Corporate Governance Committee | |||
VEDAD GÜRGEN | Male | Member of the Board | Civil Engineer | 31/03/2023 | Non-Executive | Ministry of Environment and Urbanization Climate Change- Deputy Chairman | No | B | Independent Member | https://www.kap.org.tr/tr/Bildirim/982791 | Considered | No | Chairman of the Early Detection of Risk and Risk Management Committee and Sustainability Committee, The Member of Audit Commitee | |||
REFİK TUZCUOĞLU | Male | Member of the Board | Senior Government Official | 24/07/2023 | Non-Executive | MINISTRY OF ENVIRONMENT AND URBANIZATION CLIMATE CHANGE-DEPUTY MINISTER | No | B | Independent Member | https://www.kap.org.tr/tr/Bildirim/1174446 | Considered | No | Chairman of Corporate Committee and Chairman of Audit Commitee | |||
HAKKI ALP | Male | Member of the Board | Engineer | 24/07/2023 | Non-Executive | Ministry of Environment and Urbanization Climate Change-Director General of Infrastructure and Urban Transformation Services | No | B | Independent Member | https://www.kap.org.tr/tr/Bildirim/1174446 | Considered | No | A Member of Audit Commitee |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
67 meeting (191 nembers of decisions)
| |
Director average attendance rate at board meetings
|
%100
| |
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
|
2
| |
The name of the section on the corporate website that demonstrates information about the board charter
|
Investor Relations / Activity Reports
| |
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
The Board members allocate sufficient time to company activities. If a board member is a manager or board member at another company or provides consultancy services to another company, it is essential that such situation does not cause a conflict of interest or hinders that member's duties at the Company. When members can take another duty or duties outside the Company are determined or limited by the CMB communiques and the TTC provisions. The duties and transactions that can be carried out by Board members outside the Company are stated in Article 22 of the Company's Articles of Association as follows: Shareholders, Board members, senior executives and their spouses and second degree relatives by blood or marriage who has control of the Company management should receive the General Assembly's prior approval to be able to carry out transactions that can cause conflict of interest with the Company or its subsidiaries and the Assembly should be informed about such transactions.
| |
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
Corporate Governance Principles / Operating Principles of the Board of Directors
| |
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/tr/Bildirim/909182; https://www.kap.org.tr/tr/Bildirim/199763 ; https://www.kap.org.tr/Bildirim/265751
|
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 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Refik TUZCUOĞLU | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ertan KELEŞ | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Hakan AKBULUT | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Vedad GÜRGEN | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Ertan KELEŞ | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Mustafa Levent SUNGUR | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Diğer (Other) | Sürdürülebilirlik Komitesi (Sustainability Commitee) | Vedad GÜRGEN | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Sürdürülebilirlik Komitesi (Sustainability Commitee) | Ertan KELEŞ | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Sürdürülebilirlik Komitesi (Sustainability Commitee) | Mustafa Levent SUNGUR | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | Refik TUZCUOĞLU | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Vedad GÜRGEN | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Hakkı ALP | 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)
|
Corporate Governance Principles- Operating Principles of the Board of Directors
| |
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)
|
Corporate Governance Principles- Operating Principles of the Board of Directors
| |
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)
|
Corporate Governance Principles- Operating Principles of the Board of Directors
| |
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)
|
Corporate Governance Principles- Operating Principles of the Board of Directors
| |
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)
|
Corporate Governance Principles- Operating Principles of the Board of Directors
| |
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)
|
2023 Activity Results
| |
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Investor Relations / Corporate Governance Information / 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)
|
Corporate Governance Principles- Structure and Formation of 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 | 4 | 4 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %66,66 | %33,33 | 3 | 3 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %66,66 | %33,33 | 12 | 12 | |
Diğer (Other) | Sustainability Committee | %66,66 | %33,33 | 1 | 1 |