EUROPAP TEZOL KAĞIT SANAYİ VE TİCARET A.Ş.TEZOL |
1.1. Facilitating the Exercise of Shareholders Rights
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The number of investor meetings (conference, seminar/etc.) organised by the company during the year
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In 2022, our Company did not organize any investor conferences. In total, 17 meetings were held with 15 different intermediary institutions and portfolio management companies.
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1.2. Right to Obtain and Examine Information
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The number of special audit request(s)
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There were special audit requests.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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There were no special audit requests accepted at the General Shareholders' Meeting.
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1.3. General Assembly
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Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
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https://www.kap.org.tr/tr/Bildirim/1006356
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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, it is not presented.
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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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No PDP announcement was made as there was no transaction within the scope of principle 1.3.9.
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The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)
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No PDP announcement was made as there was no transaction within the scope of the relevant article.
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The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)
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https://www.kap.org.tr/tr/Bildirim/1047080
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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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Yatırımcı İlişkileri/Politikalar/Bağış ve Yardım Politikası
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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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The Donation Policy was presented to the approval of shareholders in the Extraordinary General Meeting held on 9 June 2021 and accepted via unanimous vote. The shares of our Company were listed on 8-9-10 September 2021 and began to be traded on the BIST index from 15 September 2021. As such the aforementioned meeting minutes was not disclosed on the PDP. However, it can be reached through E-Company.
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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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There is no provision in the articles of association that discusses the participation of stakeholders in the General Shareholders' Meeting.
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Company shareholders and their representatives, Board Members, General Manager, company auditor and personnel that undertook the necessary preperation participated in the General Shareholders' Meeting.
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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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Evet (Yes)
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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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In line with provision 16/C of the articles of association, Group A shareholders and their representatives who are present at the Ordinary and Extraordinary Shareholders' Meetings have 5 (five) voting rights for each share held whilst Group B shareholders and their representatives have 1 (one) vote for each share held.
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The percentage of ownership of the largest shareholder
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%29,34
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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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-
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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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Yatırımcı İlişkileri/Politikalar/Kar Dağıtım Politikası
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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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Dividend has been distributed.
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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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Dividend has been distributed.
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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 |
28/03/2022 | 0 | %71,95 | %58,66 | %13,29 | Şirket/Yatırımcı İlişkileri/Genel Kurul Bilgileri/Toplantı Tutanakları | Şirket/Yatırımcı İlişkileri/Genel Kurul Bilgileri/Toplantı Tutanakları | - | 0 | https://www.kap.org.tr/tr/Bildirim/1013528 |
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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Yatırımcı İlişkileri
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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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Yatırımcı İlişkileri/Sermaye ve Ortaklık Yapısı
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List of languages for which the website is available
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Turkish & English (The section in the corporate website describing the Company is prepared in English in addition to Turkish)
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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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The Information regarding the external roles undertaken by the Company's Board Members is provided within the clause titled Yönetim Kurulunun Yapısı ve Oluşumu under the Kurumsal Yönetim section of the Company's 2022 annual report.
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b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure
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The Information regarding committees under the Board of Directors is placed within the clause titled Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim section of the Company's 2022 annual report.
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c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings
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In 2022, 26 board meetings were held with an attendance rate of 100% which was stated within the clause titled Yönetim Kurulu'nun Faaliyet Esasları under the Kurumsal Yönetim section of the Company's 2022 annual report.
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ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation
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This information is placed under the section of Diğer Hususlar in the Company's 2022 annual report.
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d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof
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This information is placed under the section of Hukuki Açıklamalar in the Company's 2022 annual report.
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e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest
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There is no conflict of interest between our Company and JCR Avrasya Derecelendirme A.Ş. from which it received credit rating services in 2022. This information is placed under the Diğer Hususlar section of the 2022 annual report.
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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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There is no cross-ownership subsidiaries with a direct contribution to the capital exceeding 5%.
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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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This information is placed under the Üst Yönetim ve Organizasyon and Sürdürülebilirlik ve Sosyal Sorumluluk sections of the 2022 annual report.
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3.1. Corporation’s Policy on Stakeholders
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The name of the section on the corporate website that demonstrates the employee remedy or severance policy
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Yatırımcı İlişkileri/Politikalar/Tazminat Politikası
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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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3
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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None
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The contact detail of the company alert mechanism
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None
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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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None
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Corporate bodies where employees are actually represented
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Occupational Health and Safety 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 work in this field is ongoing
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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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None
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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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None
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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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4
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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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Yatırımcı İlişkileri/Politikalar/Etik Kurallar
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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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There is no Corporate Social Responsibility Report on the Company website. However, a Sustainability Committee was established in 2022 in order to conduct studies in the field of Environmental, Social and Governance Issues as well as their implementation and monitoring.
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Any measures combating any kind of corruption including embezzlement and bribery
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All liabilities within the scope of the Anti-Corruption and Bribery Policy are fullfilled. Preventive and deterrent audits are undertaken within the context of audit activities helping to strengthen awareness for internal Company wide control and relevant measures.
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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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None
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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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This information is placed under the İç Kontrol Sistemi ve İç Denetim Faaliyetleri Section of the 2022 annual report.
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Name of the Chairman
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Mehmet Ersin Tezol
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Name of the CEO
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Mehmet Ersin Tezol
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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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https://www.kap.org.tr/tr/Bildirim/999047
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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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Our evaluation in this field is ongoing.
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The number and ratio of female directors within the Board of Directors
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There are no women members in the Board of Directors
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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 |
MEHMET ERSİN TEZOL | Male | Chairman of the Board | Businessman / Businesswoman | 09/06/2021 | Executive | Yönetim Kurulu Üyesi, Yönetim Kurulu Başkanı, CEO | Yönetim Kurulu Üyeliği | 29,27 | Dependent Member | |||||||
SEMAVİ YORGANCILAR | Male | Deputy Chairman of the Board | Businessman / Businesswoman | 09/06/2021 | Non-Executive | Yönetim Kurulu Üyeliği | Independent Member | Riskin Erken Saptanması Komitesi başkanı ve Denetim Komitesi başkanı | ||||||||
REHA HAZNEDAROĞLU | Male | Member of the Board | Managing Director / Chief Executive | 09/06/2021 | Non-Executive | Yönetim Kurulu Üyesi | Independent Member | Denetim Komitesi üyesi ve Kurumsal Yönetim Komitesi başkanı | ||||||||
HALUK İSMET KÖYMEN | Male | Member of the Board | Lawyer | 09/06/2021 | Non-Executive | Avukat ve Yönetim Kurulu Üyesi | Dependent Member | Riskin Erken Saptanması Komitesi üyesi ve Kurumsal Yönetim Komitesi üyesi | ||||||||
CEM AKPINAR | Male | Member of the Board | Managing Director / Chief Executive | 09/06/2021 | Executive | Finans Direktörü, Yönetim Kurulu Üyesi | Yes | Dependent Member |
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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26
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Director average attendance rate at board meetings
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%100
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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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Despite the absence of a written rule, relevant information and documentation concerning matters placed on the Board agenda are presented to the Board members within sufficient time frame for their examination prior to the meeting.
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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 / Articles of Association
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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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The information regarding Board committees is placed within the clause of Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim Section of the 2022 annual report.
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Link(s) to the PDP announcement(s) with the board committee charters
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https://www.kap.org.tr/tr/Bildirim/999079, https://www.kap.org.tr/tr/Bildirim/1090983
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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) | SEMAVİ YORGANCILAR | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | REHA HAZNEDAROĞLU | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | SEMAVİ YORGANCILAR | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | HALUK İSMET KÖYMEN | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | REHA HAZNEDAROĞLU | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | HALUK İSMET KÖYMEN | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | ZEYNEP ÖZYURT BALIKLI | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Diğer (Other) | Sustainability Committee | CEM AKPINAR | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Sustainability Committee | AHMET ŞENYAŞA | Hayır (No) | Yönetim kurulu üyesi değil (Not 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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Information is provided under the heading Yatırımcı İlişkileri/Yönetim Kurulu Komiteleri/ Denetimden Sorumlu Komite Çalışma Esasları on our corporate website. In addition, it is stated within the clause of Yönetim Kurulu Bünyesinde Oluşturulan Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim Section of the 2022 annual report.
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Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website)
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Information is provided under the heading Yatırımcı İlişkileri/Yönetim Kurulu Komiteleri/Kurumsal Yönetim Komitesi Çalışma Esasları on our corporate website. In addition, it is stated within the clause of Yönetim Kurulu Bünyesinde Oluşturulan Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim Section of the 2022 annual report.
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Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website)
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There is no separate Nomination Committee. The activities of the Nomination Committee are carried out by the Corporate Governance Committee. Information regarding this is provided under the heading Yatırımcı İlişkileri/Yönetim Kurulu Komiteleri/Kurumsal Yönetim Komitesi Çalışma Esasları on our corporate website. In addition, it is stated within the clause of Yönetim Kurulu Bünyesinde Oluşturulan Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim Section of the 2022 annual report.
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Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)
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Information is provided under the heading Yatırımcı İlişkileri/Yönetim Kurulu Komiteleri/ Riskin Erken Saptanması Komitesi Çalışma Esasları on our corporate website. In addition, it is stated within the clause of Yönetim Kurulu Bünyesinde Oluşturulan Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim Section of the 2022 annual report.
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Specify where the activities of the remuneration committee are presented in your annual report or website (Page number or section name in the annual report/website)
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There is no separate Renumeration Committee. The activities of the Renumeration Committee are carried out by the Corporate Governance Committee. Information regarding this is provided under the heading Yatırımcı İlişkileri/Yönetim Kurulu Komiteleri/Kurumsal Yönetim Komitesi Çalışma Esasları on our corporate website. In addition, it is stated within the clause of Yönetim Kurulu Bünyesinde Oluşturulan Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim Section of the 2022 annual report.
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4.6. Financial Rights
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Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)
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Information is provided under the heading Financial Condition of the 2022 annual report.
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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Yatırımcı İlişkileri/Politikalar/Ücret Politikası
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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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Information is provided within the clause of Yönetim Kurulu Üyelerine ve İdari Sorumluluğu Bulunan Yöneticilere Sağlanan Mali Haklar under the Kurumsal Yönetim section of the 2022 annual report.
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Names Of The Board Committees | Name of committees defined as "Other" in the first column | The Percentage Of Non-executive Directors | The Percentage Of Independent Directors In The Committee | The Number Of Meetings Held In Person | The Number Of Reports On Its Activities Submitted To The Board |
Denetim Komitesi (Audit Committee) | %100 | %100 | 6 | 6 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %50 | 6 | 6 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %100 | %33 | 2 | 2 | |
Diğer (Other) | Sustainability Committee | %0 | %0 | 1 | 0 |