AKFEN YENİLENEBİLİR ENERJİ A.Ş.AKFYE |
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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A total of 18 meetings were held during the year.
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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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https://www.kap.org.tr/tr/Bildirim/1215326
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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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-
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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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An announcement has not been made because the procedures mentioned in the relevant article did not occur.
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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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-
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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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-
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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 / 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/1223548
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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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11
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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The company grants its stakeholders the right to participate equally in the general assembly. Accordingly, the ordinary general assembly meeting for the year 2022, held on February 2, 2023, was attended by the company's shareholders, top management, and relevant company personnel.
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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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Class A shares have the privilege to nominate board members and carry special voting rights at the general assembly. All Class A shares, which constitute 20% of the company's capital, are owned by Akfen Holding, and these Class A shares have a voting right of 55.56%.
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The percentage of ownership of the largest shareholder
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%66,5
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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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You can access the minutes of the ordinary general assembly meeting for the year 2022, held on February 2, 2023, at the following link: https://akfenren.com.tr/genel-kurul-toplant%C4%B1lar%C4%B1-2.
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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 |
18/01/2023 | 0 | %100 | %0 | %100 | Investor Relations / Company Information / General Assembly Meetings | - | - | 0 | - |
02/02/2023 | 0 | %100 | %0 | %100 | Investor Relations / Company Information / General Assembly Meetings | - | - | 0 | - |
07/12/2023 | 0 | %69,8 | %2 | %98 | Investor Relations / Company Information / General Assembly Meetings | Investor Relations / Company Information / General Assembly Meetings | - | 58 | https://www.kap.org.tr/tr/Bildirim/1223548 |
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 / Company Information / General Assembly Meetings; Corporate Governance, Financial&Annual Reports, Material Disclosures
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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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Corporate / About Us
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List of languages for which the website is available
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Turkish and 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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Corporate Governance Compliance 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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Corporate Governance Compliance Report / Board 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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Corporate Governance Compliance Report / 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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Corporate Governance Compliance 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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Developments at Our Company's Operations
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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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Corporate Governance Compliance 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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Equity and Shareholding Structure
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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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Corporate Social Responsibility
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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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HR / Human Resources 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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-
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Corporate Governance Committee and Audit Committee
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The contact detail of the company alert mechanism
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Ethics Hotline contact information: You can call 444 Etik (3845), send an email to akfenyenilenebilirenerji@etikhat.com.tr, send a message through the website www.etikhat.com.tr, send a message via WhatsApp to 0 552 Etik (3845) 000, or send a text message to 0 552 Etik (3845) 000.
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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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-
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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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HR / Human Resources Policy
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Whether the company provides an employee stock ownership programme
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Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
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The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy.
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HR / 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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-
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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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HR / Human Resources Policy / Codes of Ethics
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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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We do not have a Corporate Social Responsibility Report. Information in this context is provided in the Corporate Responsibility section on our website.
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Any measures combating any kind of corruption including embezzlement and bribery
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The company has internal written and published ethical codes, and compliance with them is ensured through an internal control system and an ethics hotline.
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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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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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Chairman Hamdi AKIN, Pelin AKIN ÖZALP Member, Selim AKIN Vice Chairman, Yusuf Tülek Independent Member, Hasan Köktaş Independent Member
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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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3
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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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Corporate Governance / Audit Committee
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Name of the Chairman
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Hamdi Akın
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Name of the CEO
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Mustafa Kemal Güngör
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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 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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Announced in 2023 Corporate Governance Report (https://www.kap.org.tr/tr/Bildirim/1280043)
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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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Number: 1, Ratio: 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 |
HAMDİ AKIN | Male | Chairman of the Board | Businessman / Businesswoman | 12/01/2007 | Non-Executive | Yönetim Kurulu Başkanı | Akfen Yenilenebilir Enerji A.Ş.'nin ana ortağı olan Akfen Holding A.Ş.'de Yönetim Kurulu Başkanı ve Akfen Holding iştirak ve bağlı ortaklıklarında Yönetim Kurulu Üyelikleri bulunmaktadır. | Yes | 0 | Dependent Member | - | |||||
SELİM AKIN | Male | Deputy Chairman of the Board | Manager | 05/05/2009 | Executive | Yönetim Kurulu Üyesi | Akfen Yenilenebilir Enerji A.Ş.'nin ana ortağı olan ana ortağı olan Akfen Holding A.Ş.'de Yönetim Kurulu Başkan Vekili / Genel Müdür ve Akfen Holding iştirak ve bağlı ortaklıklarında Yönetim Kurulu Üyelikleri bulunmaktadır. | Yes | 0 | A | Dependent Member | Riskin Erken Saptanması Komitesi Üyesi | ||||
PELİN AKIN | Female | Member of the Board | Manager | 11/07/2016 | Executive | Yönetim Kurulu Üyesi | Akfen Yenilenebilir Enerji A.Ş.'nin ana ortağı olan ana ortağı olan Akfen Holding A.Ş.'de Yönetim Kurulu Üyesi ve Akfen Holding iştirak ve bağlı ortaklıklarında Yönetim Kurulu Üyelikleri bulunmaktadır. | Yes | 0 | A | Dependent Member | Kurumsal Yönetim Komitesi Üyesi | ||||
HASAN KÖKTAŞ | Male | Member of the Board | Manager | 07/06/2021 | Non-Executive | - | Türkiye Enerji Vakfı (TENVA) - Yönetim Kurulu Başkanı ve Mütevelli Heyeti Başkanı, Aydem Enerji Holding - Yönetim Kurulu Üyesi, ACC Enerji Yatırım Danışmanlık A.Ş. - Yönetim Kurulu Başkanı, Orta Doğu Teknik Üniversitesi Mezunlar Birliği Vakfı (ODTÜ MEBİVA) Kurucular Kurulu Üyesi, İncek Agro Gıda AŞ Yönetim Kurulu Başkanı | Yes | 0 | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1215805 | Considered | No | Riskin Erken Saptanması Komitesi Başkanı, Denetim Komitesi Başkanı, Kurumsal Yönetim Komitesi Üyesi | |
YUSUF TÜLEK | Male | Member of the Board | Manager | 07/06/2021 | Non-Executive | - | TB Enerji Yatırım Danışmanlık Ltd. Şti. Kurucu ortak, İON Çevre Teknolojileri Enerji Müh. A.Ş. ? Kurucu ortak, Yönetim Kurulu Başkanı, TG Denizli İnşaat San. Ve Tic. A.Ş. - Kurucu ortak, Yönetim Kurulu Başkan Vekili, Lokman Hekim Engürüsağ A.Ş. - Bağımsız Yönetim Kurulu Üyesi, Türkiye Enerji Vakfı (TENVA) - Yönetim Kurulu Üyesi | Yes | 0 | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1215805 | Considered | No | Kurumsal Yönetim Komitesi Başkanı, Denetim Komitesi Üyesi, Riskin Erken Saptanması Komitesi Üyesi |
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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4 (total number of decisions 32)
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Director average attendance rate at board meetings
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%100
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Whether the board uses an electronic portal to support its work or not
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Evet (Yes)
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Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
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No specific duration is defined. We make every effort to ensure that information and documents are provided to our members within a reasonable timeframe 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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Investor Relations / Corporate Governance
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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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-
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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 Compliance Report / Board Committees
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Link(s) to the PDP announcement(s) with the board committee charters
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The 2023 annual report has also been published on the Public Disclosure Platform (https://www.kap.org.tr/tr/Bildirim/1280043)
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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) | - | Hasan Köktaş | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Yusuf Tülek | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Yusuf Tülek | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Hasan Köktaş | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Pelin Akın Özalp | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Aylin Çorman | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Hasan Köktaş | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Yusuf Tülek | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Selim Akın | 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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Annual Report / Corporate Governance Compliance Report / Board 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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Annual Report / Corporate Governance Compliance Report / Board 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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Annual Report / Corporate Governance Compliance Report / Board 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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Annual Report / Corporate Governance Compliance Report / Board 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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Annual Report / Corporate Governance Compliance Report / Board 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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Management Message, Financial Results
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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 / 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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Information on the Field of Activity / Financial benefits provided to Board Members 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 | 5 | 3 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %67 | %67 | 1 | 1 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %50 | %50 | 2 | 1 |