ANATOLİA TANI VE BİYOTEKNOLOJİ ÜRÜNLERİ ARAŞTIRMA GELİŞTİRME SANAYİ VE TİCARET A.Ş.ANGEN |
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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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7
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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/tr/Bildirim/1018583
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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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Documents related to the general assembly meeting are not presented in English simultaneously with Turkish.
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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 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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There are no related party transactions carried out within the scope of Article 9 of the Company's Corporate Governance Communiqué (II-17.1).
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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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Within the scope of Article 10 of the Corporate Governance Communiqué, there are no widespread and continuous transactions carried out at the level to be disclosed to the public.
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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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Investor Relations/Corporate Governance/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/tr/Bildirim/10292153
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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 10 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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Apart from the shareholders, the members of the board of directors and the independent audit firm's official attended the General Assembly.
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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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For Group A shares, each share has 5 voting rights at the general assembly. For Group B shares, each share has 1 vote at the general assembly.
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The percentage of ownership of the largest shareholder
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%42,53
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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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Investor Relations/Corporate Governance/Policies
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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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-
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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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-
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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 |
| 11/05/2022 | 0 | %76,31 | %76,08 | %0,23 | Investor Relations/Corporate Governance/General Assembly/Meeting Minutes | Investor Relations/Corporate Governance/General Assembly/Meeting Minutes | Article 16 | 20 | https://www.kap.org.tr/tr/Bildirim/10292153 |
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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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Investor Relations
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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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Investor Relations/About Anatolia Geneworks/Shareholder Structure
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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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Annual Report/Board of Directors
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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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Annual Report/Corporate Governance/Committees and Working Principles
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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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Annual Report/Corporate Governance Principles Compliance 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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Annual Report/Other Issues
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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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Annual Report/Other Issues
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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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Annual Report/Other Issues
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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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Annual Report/Other Issues
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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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Annual Report/Human Resources Policy
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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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Investor Relations/Corporate Governance/Policies
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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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None
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Although the company does not have a specific notification mechanism, the employees first report the problems to the department managers or the HR department manager, and to the General Directorate in case of failure.
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The contact detail of the company alert mechanism
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Tel: 0216 330 04 55, www.anatoliageneworks.com
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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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not available
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Corporate bodies where employees are actually represented
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HR Department, Employee Representatives
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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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There is no plan for this situation yet.
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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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Human Resources Policy
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Whether the company provides an employee stock ownership programme
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Pay edindirme planı bulunuyor (There is an employee stock ownersip 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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Human Resources Policy
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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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None
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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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Ethical Rules Policy will be prepared.
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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 will be prepared under the title of "Sustainability".
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Any measures combating any kind of corruption including embezzlement and bribery
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Anti-Corruption Policy will be prepared.
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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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In the annual report of the Board of Directors of the Company, explanations about whether the targets set in the previous periods have been achieved or not are included. Apart from this, there is no separate performance evaluation.
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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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Alper Akyüz, Chairman of the Board of Directors. / Elif Akyüz, Deputy Chairman of the Board of Directors
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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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-
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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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It will be fulfilled by the Early Detection of Risk Committee
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Name of the Chairman
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Alper Akyüz
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Name of the CEO
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Alper Akyüz
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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/1029982
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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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No insurance has been provided by the company for the damages to be caused to the company by the faults of the members of the board of directors during their duties, at a price exceeding 25% of the capital.
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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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None
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The number and ratio of female directors within the Board of Directors
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4 and %80
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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 |
| ALPER AKYÜZ | Male | Chairman of the Board | Managing Director / Chief Executive | 11/06/2010 | Executive | Yönetim Kurulu Başkanı, Genel Müdür, Satış Direktörü | Müdür (Anatolia Makine) | No | 42,85 | Dependent Member | No | |||||
| ELİF AKYÜZ | Female | Vice Chairman of the Board | Biologist / Botanist / Zoologist | 11/06/2010 | Executive | Yönetim Kurulu Başkan Yardımcısı, AR-GE Direktörü, Genel Müdür | Müdürler Kurulu Başkanı (Anatolia Makine) | No | 20,73 | Dependent Member | No | |||||
| IŞIL KURNAZ | Female | Member of the Board | Biologist / Botanist / Zoologist | 01/07/2021 | Non-Executive | Yönetim Kurulu Üyesi | Öğretim Görevlisi (Gebze Teknik Üniversitesi) | No | Independent Member | https://www.kap.org.tr/tr/Bildirim/1017326 | Not Considered | No | Kurumsal Yönetim Komitesi, Riskin Erken Saptanması Komitesi, Denetimden Sorumlu Komite | |||
| KUMRU ECE SARAN SELÇUK | Female | Member of the Board | Business and administration professionals | 30/11/2022 | Non-Executive | Yoktur | Yes | Dependent Member | Not Considered | No | ||||||
| DUYGUN EROL BARKANA | Female | Member of the Board | Electronics Engineer | 05/01/2023 | Non-Executive | Yoktur | Öğretim Görevlisi (Yeditepe Üniversitesi) | No | Independent Member | https://www.kap.org.tr/tr/Bildirim/1094326 | Considered | No | Kurumsal Yönetim Komitesi, Riskin Erken Saptanması Komitesi, Denetimden Sorumlu Komite |
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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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28
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Director average attendance rate at board meetings
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%98
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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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Maximum effort is made to present information and documents to our members within a reasonable time before 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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It is not available as a public document.
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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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There is no determination in this direction.
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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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Corporate Governance/Committees
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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/1029215
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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) | DUYGUN EROL BARKANA | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Denetim Komitesi (Audit Committee) | IŞIL KURNAZ | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | DUYGUN EROL BARKANA | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | IŞIL KURNAZ | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | ALİ RIZA TÜZÜNGÜVEN | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | DUYGUN EROL BARKANA | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | IŞIL KURNAZ | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
| Diğer (Other) | Sürdürülebilirlik Komitesi | DUYGUN EROL BARKANA | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
| Diğer (Other) | Sürdürülebilirlik Komitesi | SERRA EKİN ŞEKERCİ | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
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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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Annual Report / Corporate Governance
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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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Annual Report / Corporate Governance
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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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Annual Report / Corporate Governance
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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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Annual Report / Corporate Governance
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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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Annual Report / Corporate Governance
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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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Annual Report/Financial Indicators
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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Corporate Governance / 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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Salary and similar benefits provided to senior executives
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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 | 4 | 4 | |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %100 | %100 | 2 | 2 | |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %66,6 | 6 | 6 |
