GALATA WIND ENERJİ A.Ş.GWIND |
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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Investor Relations attended and organized more than 40 domestic and foreign teleconferences, video conferences, face-to-face meetings and roadshows in 2023.
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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 was no request for the appointment of a special auditor during the period.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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There was no request for a special auditor accepted at the general assembly 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/en/Bildirim/1120526
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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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It is located on the Company's Corporate Website (www.galatawindenerji.com) / Corporate Governance / General Assembly Meetings section.
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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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There is no transaction without the approval of the majority of the independent board members of the company or the unanimous consent of the participants.
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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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"Corporate Governance Communiqué (II-17.1) related party transactions are below the limits specified in 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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"Corporate Governance Communiqué (II-17.1) widespread and continuous transactions are below the limits specified in the relevant article."
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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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It is located on the Company's Corporate Website (www.galatawindeneri.com)/Corporate Governance/Policies/Donation and Aid Policy.
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The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved
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https://www.kap.org.tr/en/Bildirim/1129545
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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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It is regulated in Article 14 of the Company's Articles of Association, titled "General Assembly".
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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At the Ordinary General Assembly Meeting, a total of 40,066,501,865 shares were represented, 65,475,800 in person and 38,714,664,465 by proxy, out of 53,479,145,765 shares corresponding to a total capital of 534,791,457.65 TL.
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1.4. Voting Rights
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Whether the shares of the company have differential voting rights
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Hayır (No)
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In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
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There is no privilege in voting.
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The percentage of ownership of the largest shareholder
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%70
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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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Minority rights were not expanded in terms of content and proportion.
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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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It is located on the Company's Corporate Website (www.galatawindenerji.com) / Corporate Governance / Policies / Profit Distribution Policy.
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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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Not Applicable
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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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Not Applicable
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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 |
29/03/2023 | 0 | %72,51 | %0,12 | %72,39 | Corporate Governance/ General Assembley Meetings/ Minutes of the Ordinary General Assembley | Corporate Governance/ General Assembley Meetings/ Minutes of the Ordinary General Assembley | - | 108 | https://www.kap.org.tr/en/Bildirim/1129545 |
2.1. Corporate Website
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Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
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It is located on the Company's Corporate Website (www.galatawindenerji.com)/Investor Relations and Corporate Governance sections.
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If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.
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It is located on the Company's Corporate Website (?www.galatawindenerji.com?) /Corporate Governance/Partnership Structure section.
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List of languages for which the website is available
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Turkish/ English
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2.2. Annual Report
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The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
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a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members
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It is included in the /Board of Directors section of the Company's 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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"In the /Board of Directors/Board of Directors Committees section of the Company's Annual Report is located."
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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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It is included in the /Board of Directors section of the Company's 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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It is included in the /General Information section of the Company's 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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It is included in the /General Information section of the Company's 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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It is included in the /General Information section of the Company's 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-shareholding relationship in the Company's capital.
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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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It is included in the /Sustainability section of the Company's 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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It is located on the Company's Corporate Website (www.galatawindenerji.com) / Corporate Governance / Policies / Indemnity Policy
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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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There was no judicial decision against the Company during the year due to the violation of employee rights.
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Head of Audit and Risk Management Group; Audit Committee
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The contact detail of the company alert mechanism
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Ethical Violation E-mail Address: etik@doganholding.com.tr
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3.2. Supporting the Participation of the Stakeholders in the Corporation’s Management
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Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies
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"The Company's Corporate Website (?www.galatawindenerji.com?) is located in the section /Corporate Governance/Policies/Human Rights Policy. It is located on the Company's Corporate Website (?www.galatawindenerji.com?) /Corporate Governance/Policies/Human Resources Policy."
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Corporate bodies where employees are actually represented
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None
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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 board of directors makes suggestions and recommendations in the development of a succession plan for key executive positions.
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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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It is located on the Company's Corporate Website (?www.galatawindenerji.com?) /Corporate Governance/Policies/Human Resources Policy.
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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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There is no share acquisition plan.
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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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"The Company's Corporate Website (?www.galatawindenerji.com?) is located in the section /Corporate Governance/Policies/Human Rights Policy. It is located on the Company's Corporate Website (?www.galatawindenerji.com?) /Corporate Governance/Policies/Human Resources Policy."
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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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There are no lawsuits filed against the company due to liability related to work accidents.
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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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It is located on the Company's Corporate Website (www.galatawindenerji.com) /Corporate Governance/Ethical Principles and Rules of Conduct.
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Any measures combating any kind of corruption including embezzlement and bribery
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It is located on the Company's Corporate Website (www.galatawindenerji.com) /Sustainability.
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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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February 2023
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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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Burak Kuyan (Executive Director)
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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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The Audit and Risk Management Group Presidency guides the fulfillment of the internal control function. 1 meeting was organized with the "Early Detection of Risk Committee" during the period. It also participates in Audit Committee meetings when needed.
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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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The Company's Annual Report includes information about the Company's activities and important developments in the Company's activities, and the company's internal control system and internal audit activities, as well as the opinion of the management body on this matter.
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Name of the Chairman
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Çağlar Göğüş
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Name of the CEO
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Burak Kuyan (Chief Executive Officer)
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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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The chairman of the board of directors and the chief executive officer are not the same person.
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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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Damages that may be caused by the faults of the Members of the Board of Directors during their duties are insured by the Company. This amount does not exceed 25% of the Company's capital. Members of the Board of Directors and Managers appointed to the Company and its subsidiaries are also included in the scope of the insurance.
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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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It is located on the Company's Corporate Website (www.galatawindenerji.com)/ Corporate Governance/ Policies sections.
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The number and ratio of female directors within the Board of Directors
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There is 1 female member in the Company's 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 |
ÇAĞLAR GÖĞÜŞ | Male | Chairman of the Board | Managing Director / Chief Executive | 15/03/2019 | Non-Executive | Yönetim Kurulu Başkanlığı, Yönetim Kurulu Başkan Vekilliği | Grup Şirketlerinde Yönetim Kurulu Başkanlıkları, Başkan Vekillikleri, Üyelikleri ve Grup Dışındaki şirketlerde Yönetim Kurulu Üyelikleri ve Ortaklığı | Yes | 0,011 | Dependent Member | ||||||
BORA YALINAY | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 04/03/2021 | Non-Executive | Bulunmamaktadır | Doğan Şirketler Grubu Holding A.Ş. CFOsu, Doğan Şirketler Grubu Holding A.Ş.'nin bağlı ortaklıklarında Yönetim Kurulu Üyelikleri | Yes | 0,018 | Dependent Member | ||||||
BURAK KUYAN | Male | Executive Director | Managing Director / Chief Executive | 28/06/2012 | Executive | Yönetim Kurulu Başkanlığı, Yönetim Kurulu Başkan Vekilliği, Yönetim Kurulu Murahhas Üyeliği, Genel Müdürlük | Doğan Şirketler Grubu Holding A.Ş. grup şirketlerinde yönetim kurulu başkanlığı, başkan vekilliği, bağlı ortaklıkta yönetim kurulu üyeliği | Yes | 0,018 | Dependent Member | İcra Kurulu Başkanı | |||||
NESLİHAN SADIKOĞLU | Female | Member of the Board | Managing Director / Chief Executive | 21/12/2021 | Non-Executive | Bulunmamaktadır | Grup şirketlerinde yönetim kurulu üyelikleri | Yes | 0,017 | Dependent Member | Sürdürülebilirlik Komitesi Üyesi | |||||
HÜSEYİN FAİK AÇIKALIN | Male | Member of the Board | Managing Director / Chief Executive | 09/08/2021 | Non-Executive | Bulunmamaktadır | Grup Dışı Yönetim Kurulu Üyelikleri | Yes | Independent Member | Denetimden Sorumlu Komite Başkanı, Kurumsal Yönetişim Komitesi Üyesi, Riskin Erken Saptanması Komitesi Başkanı, Sürdürülebilirlik Komitesi Başkanı | ||||||
OZAN KORKMAZ | Male | Member of the Board | Managing Director / Chief Executive | 09/08/2021 | Non-Executive | Bulunmamaktadır | Grup Dışı Yönetim Kurulu Üyelikleri | Yes | Independent Member | Denetimden Sorumlu Komite Üyesi, Kurumsal Yönetişim Komitesi Başkanı |
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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37
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Director average attendance rate at board meetings
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%89,19
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Whether the board uses an electronic portal to support its work or not
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Evet (Yes)
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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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Yönetim Kurulu toplantısı gündeminde yer alan konular ile ilgili bilgi ve belgeler, eşit bilgi akışı sağlanmak suretiyle, toplantıdan makul bir süre önce yönetim kurulu üyelerinin incelemesine sunulur.
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The name of the section on the corporate website that demonstrates information about the board charter
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Şirket?in Kurumsal İnternet Sitesi (?www.galatawindenerji.com?) /Kurumsal Yönetim/Esas Sözleşme/Yönetim Kurulu Görev Taksimi ve Toplantıları Madde 12 bölümünde yer almaktadır.
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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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Üyelerin şirket dışında başka görevler almasını sınırlandıran politika bulunmamaktadır.
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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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Şirket'in Faaliyet Raporu'nun /Yönetim Kurulu/Yönetim Kurulu Komiteleri bölümünde yer almaktadır.
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Link(s) to the PDP announcement(s) with the board committee charters
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"Şirket?in Kurumsal İnternet Sitesi (www.galatawindenerji.com) /Kurumsal Yönetim/Komiteler bölümünde yer almaktadır. https://www.kap.org.tr/tr/Bildirim/1137788 "
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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) | Hüseyin Faik Açıkalın | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Ozan Korkmaz | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ozan Korkmaz | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Hüseyin Faik Açıkalın | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Halide Müge Yücel | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Hüseyin Faik Açıkalın | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Bora Yalınay | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Neslihan Sadıkoğlu | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Diğer (Other) | Sürdürülebilirlik Komitesi (Sustainability Committee) | Hüseyin Faik Açıkalın | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Sürdürülebilirlik Komitesi (Sustainability Committee) | Neslihan Sadıkoğlu | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Sürdürülebilirlik Komitesi (Sustainability Committee) | Bora Yalınay | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Sürdürülebilirlik Komitesi (Sustainability Committee) | Halide Müge Yücel | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Sürdürülebilirlik Komitesi (Sustainability Committee) | Mehmet Ali Gürpınar | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Yatırım Komitesi (Investment Committee) | Çağlar Göğüş | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Yatırım Komitesi (Investment Committee) | Bora Yalınay | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Yatırım Komitesi (Investment Committee) | Burak Kuyan | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Yatırım Komitesi (Investment Committee) | Zeki Onur Aytekin | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Yatırım Komitesi (Investment Committee) | Mehmet Ali Gürpınar | 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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It is included in the /Board of Directors/Board of Directors Committees section of the Company's 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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It is included in the /Board of Directors/Board of Directors Committees section of the Company's 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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It is included in the /Board of Directors/Board of Directors Committees section of the Company's Annual Report. As regulated by the Corporate Governance Communiqué (II-17.1.), the Corporate Governance Committee also undertakes the duties of the Nomination Committee.
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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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It is included in the /Board of Directors/Board of Directors Committees section of the Company's 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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It is included in the /Board of Directors/Board of Directors Committees section of the Company's Annual Report. As regulated by the Corporate Governance Communiqué (II-17.1.), the Corporate Governance Committee also undertakes the duties of the Nomination Committee.
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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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It is included in the /Financial Situation and 2023 Evaluation and 2024 Expectations sections of the Company's 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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It is located on the Company's Corporate Website (www.galatawindenerji.com) /Corporate Governance/Policies/Remuneration Policy.
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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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It is included in the "Financial Rights Granted to Members of the Board of Directors and Senior Executives" section of the Company's 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 | 8 | 4 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %67 | %67 | 4 | 2 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %33 | 6 | 6 | |
Diğer (Other) | Sürdürülebilirlik Komitesi (Sustainability Committee) | %60 | %20 | 1 | 1 |
Diğer (Other) | Yatırım Komitesi (Investment Committee) | %40 | %0 | 2 | 2 |