SDT UZAY VE SAVUNMA TEKNOLOJİLERİ A.Ş.SDTTR |
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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-
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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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-
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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-
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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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For the period from January 1, 2023, to December 31, 2023, the matters to be disclosed under 1.3.1(a-d) are accessible at https://www.kap.org.tr/tr/Bildirim/1146971.
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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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The documents related to the Company's general assembly meeting for the year 2022 have been released solely in Turkish and will be made available in English starting from 2023.
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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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Within the framework of Principle 1.3.9, there are no transactions that lack the approval of the majority of the independent members or unanimous consent from the attendees.
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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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Information regarding related party transactions conducted during the period from January 1, 2023, to December 31, 2023, within the scope of Article 9 of the Corporate Governance Communiqué (II-17.1) is provided under the section titled ""16. TRANSACTIONS WITH RELATED PARTIES"" in the Annual Report for 2023.
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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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Related party transactions conducted within the scope of Article 10 of the Corporate Governance Communiqué (II-17.1) during the period from January 1, 2023, to December 31, 2023, are detailed in the Annual Report for 2023 under the section titled "Transactions with Related Parties."
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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/Policies/Donations and Grants 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/1154618
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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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-
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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-
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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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Mehmet DORA ,%12,931
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The percentage of ownership of the largest shareholder
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%73,11
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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/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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The company distributed dividends in 2023.
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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 company distributed dividends in 2023.
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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 |
30/05/2023 | 0 | %78,89 | %78,89 | %0 | - | - | 12 | 51 | https://www.kap.org.tr/tr/Bildirim/1146971 |
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/Corporate Governance
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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/Company Information/Shareholding Structure
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List of languages for which the website is available
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Primarily in Turkish, with some sections available 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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8- Board of Directors Information
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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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9. 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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In 2023, the number of board of directors? meetings held was 19 with an attendance rate of 86%. 14. It is located under the title "COMPANY ACTIVITIES AND SIGNIFICANT DEVELOPMENTS."
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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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14. It is located under the title "COMPANY ACTIVITIES AND SIGNIFICANT DEVELOPMENTS."
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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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14. It is located under the title "COMPANY ACTIVITIES AND SIGNIFICANT DEVELOPMENTS."
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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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14. It is located under the title "COMPANY ACTIVITIES AND SIGNIFICANT DEVELOPMENTS."
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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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14. It is located under the title "COMPANY ACTIVITIES AND SIGNIFICANT DEVELOPMENTS."
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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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-
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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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-
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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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-
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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-
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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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-
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Corporate bodies where employees are actually represented
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-
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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 holds the authority to appoint or terminate key executives.
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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 situated within the Career section.
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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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It is found within the Career section.
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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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-
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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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-
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Any measures combating any kind of corruption including embezzlement and bribery
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-
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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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-
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Whether the board evaluation was externally facilitated
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Evet (Yes)
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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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Mehmet DORA, Mustafa Fatih ÜNAL
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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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In 2023, the company issued two reports.
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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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d. Details regarding the company's internal control system and internal audit activities, along with the management body's opinion on this matter
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Name of the Chairman
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Mehmet DORA
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Name of the CEO
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There is currently no chief executive officer in the company. But, Mr. Ömer KORKUT serves as the General Manager.
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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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Not available. Future announcements regarding insurance provision will accompany updates on the matter.
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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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-
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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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-
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The number and ratio of female directors within the Board of Directors
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One out of five board members is female, equating to a representation of 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 |
MEHMET DORA | Male | Chairman of the Board | 11/02/2005 | Executive | Yönetim Kurulu Başkanlığı | Dormak İthalat İhracat Mümessillik ve Danışmanlık Ticaret A.Ş.YK Başkanı Dorsan Uzay ve Havacılık Savunma Sanayi Taahhüt ve Ticaret Ltd. Şti. Müdür Dorsav Teknik Lojistik ve Ticaret A.Ş. YK Başkanı Mehmet DORA-Gerçek Kişi İşletmesMDR Elektrik Üretim A.Ş.YK Başkanı | Yes | 74,94 | A/B | Dependent Member | - | No | YOK | |||
MUSTAFA FATİH ÜNAL | Male | Deputy Chairman of the Board | Electronics Engineer | 02/09/2008 | Executive | Yönetim Kurulu Başkan Vekili | Yoktur | Yes | 3,94 | B | Dependent Member | - | Not Considered | No | YOK | |
MEHMET VEYSEL YAYAN | Male | Member of the Board | 18/10/2022 | Non-Executive | Yoktur | FNSS Savunma Sistemleri A.Ş. YK Üyesi İMSAT İnşaat Malzemesi Sanayicileri Derneği YK Üyesi Türkiye Çelik Üreticileri Derneği Genel Sekreter | 0 | - | Independent Member | - | Not Considered | Kurumsal Yönetim Komitesi/Denetim Komitesi | ||||
NECİP YALÇIN PEHLİVANTÜRK | Male | Member of the Board | Mining Engineer / Metallurgist | 18/10/2022 | Non-Executive | Yoktur | MİTAŞ Endüstri Sanayi Ticaret A.Ş.YK Üyesi | Yes | 0 | - | Independent Member | - | Not Considered | No | Denetim Komitesi/Riskin Erken Saptanması Komitesi | |
BERİL DORA | Female | Member of the Board | Economist | 18/10/2022 | Executive | Yolktur | Norma Finansal Teknoloji A.Ş./Strateji Lideri | Yes | 0 | 0 | Dependent Member | - | Not Considered | No | Riskin Erken Saptanması Komitesi |
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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19
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Director average attendance rate at board meetings
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%86
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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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At least 1 day prior to
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The name of the section on the corporate website that demonstrates information about the board charter
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-
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Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
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None
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4.5. Board Committees
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Page numbers or section names of the annual report where information about the board committees are presented
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9- 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/1118410
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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 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Mehmet Veysel YAYAN | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Mustafa Fatih ÜNAL | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Emel KOÇAK | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Denetim Komitesi (Audit Committee) | Mehmet Veysel YAYAN | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Necip Yalçın PEHLİVANTÜRK | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Necip Yalçın PEHLİVANTÜRK | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Beril DORA | 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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9- COMMITTEES ESTABLISHED UNDER THE BOARD OF DIRECTORS / AUDIT COMMITTEE It is accessible on the Company's website under the Investor Relations / Corporate section.
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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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9- COMMITTEES ESTABLISHED UNDER THE BOARD OF DIRECTORS / AUDIT COMMITTEE It is accessible on the Company's website under the Investor Relations / Corporate section.
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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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A "Nomination Committee" has not been established within the Company. The duties of this committee are carried out by the "Corporate Governance 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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10- COMMITTEES ESTABLISHED UNDER THE BOARD OF DIRECTORS It is accessible on the Company's website under the Investor Relations / Corporate section.
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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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"A ""Remuneration Committee"" has not been established within the Company. The responsibilities of this committee are undertaken by the ""Corporate Governance 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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l. Assessment and Reporting on Achievement of Previous Period Targets, Fulfillment of General Assembly Resolutions, and Reasons for Any Shortcomings
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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-
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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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Financial Compensation Granted to Board Members and Senior Management for the Period January 1st, 2023, to December 31st, 2023
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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) | - | %33,33 | %33,33 | 1 | 1 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %50 | %50 | 6 | 6 |