SUN TEKSTİL SANAYİ VE TİCARET A.Ş.SUNTK |
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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Our Company went public in May 2022 and since then, a total of 11 meetings and one investor conference have been held with 46 groups consisting of financial institutions, portfolio companies and investment funds.
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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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No special auditor was requested.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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No special auditor was requested at the general assembly.
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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/1035109
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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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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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Since there is no transaction within the scope of Principle 1.3.9, no announcement has been made.
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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 announcement was made as the transaction was not realized 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/1035011
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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/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/tr/Bildirim/1040279
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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 article in the articles of association regulating 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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The General Assembly meeting was attended by the shareholders who were included in the list of shareholders obtained from the MKK and who applied to the Company, the members of the Board of Directors, the representative of the Independent Audit Firm and the Investor Relations Department, which organizes the Company's General Assembly preparations.
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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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Pursuant to Article 12.3.2 of the Articles of Association, Group A shareholders present at the ordinary and extraordinary general assembly meetings have 5 (Five) voting rights for each share, and Group B shareholders have 1 (One) voting right for each share.
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The percentage of ownership of the largest shareholder
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%34,12
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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/Policies/Dividend 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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At the Ordinary General Assembly Meeting of our Company for the year 2021, it was decided to distribute the entire net distributable profit amount of 124,255,925.26 TL in line with the Dividend Distribution Policy, and the dividend payment date was determined as 20 July 2022, and the payment was made in the amount specified in the list received from MKK.
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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 |
30/06/2022 | 0 | %83 | %83 | %0 | Investor Relations/General Assembly Procedures/General Assembly Minutes | - | - | https://www.kap.org.tr/tr/Bildirim/1040279 |
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/Capital and Shareholder Structure
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List of languages for which the website is available
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Turkish-English (Who We Are, What We Do, How We Work: Sustainability sections are prepared in 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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Information on the members of the Board of Directors and the declarations of independence of the independent members of the Board of Directors are included in the Structure and Composition of the Board of Directors section and Annex 1 of the Board of Directors Annual Report for 2022, respectively, and the duties carried out by the members of the Board of Directors outside the company are included in the Information on Management section of KAP.
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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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Information on the committees within the Board of Directors is included in the Corporate Governance section of the Board of Directors' Annual Report for the year 2022, in the Number, Structure and Independence of Committees Established within the Board of Directors.
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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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During the year, the Board of Directors held 12 physical meetings and it is stated in the article Principles of Activities of the Board of Directors under the Corporate Governance heading of the 2022 Annual Report of the Board of Directors.
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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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In the 2022 Annual Report of the Board of Directors, the title Significant Developments Regarding Company Activities and Operations is included under the section titled Information on Legislative Changes that may Significantly Affect 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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In the 2022 Annual Report of the Board of Directors, the title Significant Developments Regarding Company Activities and Operations is included under the section Lawsuits that may Affect the Company's Financial Status and Activities.
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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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Information about no use of investment consultancy and rating services is included in the 2022 Annual Report of the Board of Directors under the title Significant Developments Regarding Company Activities and Operations, under the section titled Conflicts of Interest between the Company and the Institutions from which the Company receives services such as Investment Consultancy and Rating and Information on the Measures Taken by the Company to Prevent These 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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There is no cross shareholding.
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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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In the 2022 Annual Report of the Board of Directors under the title of Sustainability.
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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/Policies/Compensation 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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1
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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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-
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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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Who we are/Company/Working principles
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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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By the 9-box system (performance-potential matrix), which is one of the career architecture implemetation, a succession plan and performance and potential evaluation system are applied to workers.
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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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Who we are/Company/Working principles/Recruitment
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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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Who we are/Company/Working principles/Mistreatment
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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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1
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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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Who we are/Company/Working principles
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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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How we work: Sustainability/Sustainability Report
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Any measures combating any kind of corruption including embezzlement and bribery
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Who we are/Company/Working principles
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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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Assessed in January 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 delegation/transfer of authority among the members 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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Reportings to the Audit Committee by the Internal Audit departmant every quarter
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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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2022 Annual Report of the Board of Directors under the title of Internal Control System and Internal Audit Activities.
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Name of the Chairman
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Elvan Ünlütürk
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Name of the CEO
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Melis Vekiloğlu
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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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-
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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 Board of Directors consists of 6 members includes 5 women.
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The number and ratio of female directors within the Board of Directors
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%83,33
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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 |
ELVAN ÜNLÜTÜRK | Female | Chairman of the Board | Businessman / Businesswoman | 09/03/2022 | Non-Executive | Chairperson of the Board | JK Mağazacılık Tekstil San. ve Tic. A.Ş. Chairperson of the Board, Ekoten Tekstil San. ve Tic. A.Ş., real person representative acting on behalf of Sun Tekstil Sanayi ve Tic A.Ş., TÜSİAD Board Member | Group A and B | Dependent Member | |||||||
MUSTAFA SABRİ ÜNLÜTÜRK | Male | Deputy Chairman of the Board | Businessman / Businesswoman | 09/03/2022 | Executive | Deputy Chairperson of the Board | TDU Savunma Sistemleri Teknik Tekstil San. ve Tic. A.Ş. Deputy Chairperson of the Board, Ames Europe Tekstil San. ve Tic. A.Ş., Deputy Chairperson of the Board, Tor Demir Metal Ürünleri ve Makine Pazarlama San. Tic. A.Ş., Board Member, Ekoten Tekstil San. ve Tic. A.Ş., Deputy Chairperson of the Board, İzmir Bilim ve Teknoloji Park A.Ş., Chairperson of the Board, JK Mağazacılık Tekstil San. ve Tic. A.Ş., Deputy Chairperson of the Board | Dependent Member | ||||||||
ŞEFİKA GÜNSELİ ÜNLÜTÜRK | Female | Member of the Board | Businessman / Businesswoman | 09/03/2022 | Non-Executive | Board Member | Ekoten Tekstil San. ve Tic. A.Ş. Board Member, Tarkem Tarihi Kemeraltı İnşaat Yat. Tic. A.Ş., Board Member | 28,58 | Group A and B | Dependent Member | ||||||
MELİS VEKİLOĞLU | Female | Member of the Board | Managing Director / Chief Executive | 09/03/2022 | Executive | Sun Tekstil General Manager | Dependent Member | |||||||||
ELİF İDİL TÜRKMENOĞLU | Female | Member of the Board | Businessman / Businesswoman | 09/03/2022 | Non-Executive | Independent Board Member | No | Independent Member | Not Considered | No | Corporate Governance Committee (Committee Chairperson), Audit Committee (Committee Member), Early Detectiom Committee (Committee Member) | |||||
MARC MURAT SAĞMAN | Male | Member of the Board | Businessman / Businesswoman | 29/09/2023 | Non-Executive | - | Sagam Strateji Danışmanlık Board Member, Yep Teknoloji Independent Board Member, Osmanlı Yatırım Menkul Değerler Board Advisor | Yes | - | Independent Member | Considered | No | Corporate Governance Committee (Committee Member), Audit Committee (Committee Chairperson), Early Detectiom Committee (Committee Chairperson) |
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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12
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Director average attendance rate at board meetings
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%93
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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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In order to ensure equal flow of information, information and documents related to the issues on the agenda of the Board of Directors meeting are made available for review by the members of the Board of Directors 3 days 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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There are no restrictions.
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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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Information on the committees within the Board of Directors is included in the Corporate Governance section of the Board of Directors' Annual Report for the year 2022, in the Number, Structure and Independence of Committees Established within the Board of Directors.
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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/1035010
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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) | Murat Sağman | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Elif İdil Türkmenoğlu | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Elif İdil Türkmenoğlu | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Murat Sağman | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Selma Çubuklu | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Murat Sağman | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Elif İdil Türkmenoğlu | Hayır (No) | Yönetim kurulu üyesi (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 on our corporate website under the section of Investor Relations/Board of Directors Committees/Working Principles of the Audit Committee. Besides, information on the committees within the Board of Directors is included in the Corporate Governance section of the 2022 Board of Directors' Annual Report, in the Number, Structure and Independence of Committees Established within the Board of Directors.
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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 on the committees within the Board of Directors is included in the Corporate Governance section of the 2022 Board of Directors' Annual Report, in the Number, Structure and Independence of Committees Established within the Board of Directors.
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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. This task is fulfilled by the Corporate Governance Committee. This information is available on our corporate website under the section of Investor Relations/Board of Directors Committees/Corporate Governance Committee Working Principles. Besides, information on the committees within the Board of Directors is included in the Corporate Governance section of the 2022 Board of Directors' Annual Report, in the Number, Structure and Independence of Committees Established within the Board of Directors.
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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 on our corporate website under the section of Investor Relations/Board of Directors Committees/Working Principles of the Early Detection of Risk Committee. Besides, information on the committees within the Board of Directors is included in the Corporate Governance section of the 2022 Board of Directors' Annual Report, in the Number, Structure and Independence of Committees Established within the Board of Directors.
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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 compensation/remuneration committee. This duty is fulfilled by the Corporate Governance Committee. This information is available on our corporate website under the section of Investor Relations / Board of Directors Committees / Working Principles of the Corporate Governance Committee. Besides, information on the committees within the Board of Directors is included in the Corporate Governance section of the 2022 Board of Directors' Annual Report, in the Number, Structure and Independence of Committees Established within the Board of Directors.
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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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In the 2022 Annual Report of the Board of Directors, under the title of Company Activities and Significant Developments Regarding Activities, it is stated whether the targets set in the previous periods were achieved or not, whether the General Assembly Resolutions were fulfilled or not, and if the targets were not achieved or the resolutions were not fulfilled, the explanation on the reasons.
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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/Policies/Compensation 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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Included in the section of Compensation to Key Management in the 2022 Annual Report of the Board of Directors.
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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 | 13 | 13 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %100 | 3 | 3 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %100 | %66 | 6 | 6 |