KİMTEKS POLİÜRETAN SANAYİ VE TİCARET A.Ş.KMPUR |
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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Three webcasts and approximately fifty interviews were held with fund managers and analysts about the financial results of the period of 2022.
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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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0
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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0
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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/1030724
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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 not presented in English.
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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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As per Principle 1.3.9, there is no action to be taken without the approval of the majority of the independent members 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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You may find information about our company's party transactions in the footnote 4 of the independent audit report for the year 2022.
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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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There are no general announcements on the common and continuous transactions carried out under the Communiqué on Corporate Governance (II-17.1), Article 10.
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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 / Company Policies
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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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Our company, which was offered to the public on 28.04.2022, has the extraordinary general assembly minutes held on 05.10.2021, in which the policy on donations and aids was adopted, and no PDP announcement is available since it is performed in the period before the public offering.
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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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The number of article is not available in the articles of association regulating the participation of stakeholders in the general assembly
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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Information about the stakeholders who attended the Ordinary General Assembly meeting held on 14.06.2022 is available in the meeting minutes and the list of attendees. https://www.kap.org.tr/tr/Bildirim/1037270
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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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Privileged Share Amount: 33.000.000 TL - Voting Rights of Privileged Shares: Each share has 5 voting rights for Group A privileged shareholders.
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The percentage of ownership of the largest shareholder
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%37,38
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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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None.
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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 / Company 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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The board of directors did not propose not to distribute the profit to the general assembly. The resolution on profit distribution has been adopted.
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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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The board of directors did not propose not to distribute the profit to the general assembly. The resolution on profit distribution has been adopted.
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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 |
14/06/2022 | 0 | %79 | %45 | %34 | Investor Relations/ General Assembly Information | Investor Relations/ General Assembly Information | Article 15 | 0 | https://www.kap.org.tr/tr/Bildirim/1037270 |
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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https://kimpur.com/tr/yatirimci-iliskileri/
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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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https://kimpur.com/tr/yatirimci-iliskileri/Kurumsal Yönetim/Şirket Sermaye ve Ortaklık Yapısı
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List of languages for which the website is available
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Turkish / English / French / Russian / Arabic
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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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1.1.2 Duties of the Members of the Board of Directors and Managers Outside the Company/ 7.2 Declaration of Independence of Board of Directors Independent Board Members
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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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1.1.4 Board of Directors Committees
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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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1.1.7 Number of meetings of the board of directors and participation of members during the period
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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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6.4 Information on legislative changes that will significantly affect the company activities
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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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6.7 Information on lawsuits filed against the company, which may affect the company's financial status and activities, and their possible consequences
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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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6.14 Conflicts of interest between the company and the institutions that provide services such as investment consultancy and rating, and measures taken by the company to prevent such conflicts of interest
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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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The company has no mutual subsidiaries with the direct capital participation rate 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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6.15 Information on corporate social responsibility activities regarding employees' social rights, vocational training and activities that have other social and environmental consequences
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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 / Company 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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0
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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HR Manager
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The contact detail of the company alert mechanism
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https://kimpur.com/tr/kimpur-etik/
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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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There is no public link for internal regulations.
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Corporate bodies where employees are actually represented
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Human Resources
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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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A succession plan is prepared for all key managerial positions. This plan is based on the principle of identifying alternative and substitute employees to be employed for these positions, and training them for the relevant role, in case of a vacancy for key managerial positions for any reason. The management succession plan is reviewed annually by senior management and presented to the Chairman of the Board of Directors. The management succession is handled together with the budget process of human resources planning and progressed in coordination with the final performance results concluded in the first quarter, taking into account the performances in the last quarter of the year. The number of potential spares is also regulated considering the sustainability and risk management on the basis of relevant critical roles at a certain rate of employees in the department and organization. The organizational evaluation meetings, succession requirements and short-medium-long-term positioning of employees are included in the analysis.
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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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https://kimpur.com/tr/ik-politikamiz/
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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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https://kimpur.com/wp-content/uploads/2021/12/Kimpur-Etik-Kurallar.pdf
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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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0
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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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https://kimpur.com/tr/politikalarimiz/
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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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https://kimpur.com/tr/politikalarimiz/
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Any measures combating any kind of corruption including embezzlement and bribery
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https://kimpur.com/wp-content/uploads/2021/12/Kimpur-Etik-Kurallar.pdf
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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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09.01.2023
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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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There is no executive membership in 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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There is no report submitted by the internal control unit to the audit committee or other relevant committees.
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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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6.12 Information about the company's internal control system and internal audit activities, and the opinion of the management body on this subject
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Name of the Chairman
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Yuda Leon MİZRAHİ
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Name of the CEO
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Cavidan KARACA
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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/general manager 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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The damages caused by them have been insured for a price exceeding 25% of the company's capital due to the faults of the members of the board of directors during their duties. https://www.kap.org.tr/tr/Bildirim/1057901
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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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Investor Relations / Corporate Governance / Company Policies
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The number and ratio of female directors within the Board of Directors
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Number: 1, Rate: 20%
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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 |
YUDA LEON MİZRAHİ | Male | Chairman of the Board | Chemical Engineer | 22/01/2021 | Executive | Yönetim Kurulu Başkanı | No | 33,4 | Dependent Member | |||||||
CAVİDAN KARACA | Female | Deputy Chairman of the Board | Mechanical Engineer | 22/01/2021 | Executive | Yönetim Kurulu Başkan Vekili ve Genel Müdür | No | Dependent Member | ||||||||
İSAK İZİ MİZRAHİ | Male | Member of the Board | Electrical Engineer | 22/01/2021 | Non-Executive | Yönetici | No | 7,85 | Dependent Member | Riskin Erken Saptanması Komitesi Üyesi/Kurumsal Yönetim Komitesi Üyesi | ||||||
ÖMER BAKIR | Male | Member of the Board | Chemical Engineer | 05/10/2021 | Non-Executive | No | Independent Member | https://www.kap.org.tr/tr/Bildirim/1127563 | Considered | No | Denetimden Sorumlu Komitesi Üyesi/Kurumsal Yönetim Komitesi Başkanı | |||||
MEHMET METE BAŞOL | Male | Member of the Board | Economist | 05/10/2021 | Non-Executive | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1127563 | Considered | No | Deentimden Sorumlu Komitesi Başkanı/Riskin Erken Saptanması 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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28
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Director average attendance rate at board meetings
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%80
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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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Information on the date when the information and documents will be presented to the members is stated in the execution principles of the board of directors.
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The name of the section on the corporate website that demonstrates information about the board charter
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https://kimpur.com/tr/yatirimci-iliskileri/Kurumsal Yönetim/Esas Sözleşme
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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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The company has no policy that limits the members of the Board of Directors from taking on other duties outside the company.
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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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1.1.4 Board of Directors 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/1037284
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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) | - | Mehmet Mete Basol | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Omer Bakir | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Mehmet Mete Basol | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | İsak Izi Mizrahi | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Omer Bakir | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | İsak Izi Mizrahi | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Damla Mermeroğlu | 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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1.1.4 Board of Directors Committees
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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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1.1.4 Board of Directors Committees
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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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1.1.4 Board of Directors Committees
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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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1.1.4 Board of Directors Committees
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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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1.1.4 Board of Directors Committees
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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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The annual report does not include any operational and financial performance targets.
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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Investor Relations / Corporate Governance / Company Policies
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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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2 Financial Rights Provided to Members of the Board of Directors and 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 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %50 | 4 | 4 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %100 | %33 | 4 | 4 |