ASTOR ENERJİ A.Ş.ASTOR |
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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In 2023, 2 meetings were held with brokerage firms and investment banks and 2 meetings with economic correspondents. Approximately 200 investors attended the meetings. 4 times face to face and 5 times via video conference meetings were held with brokerage firms. Meetings were held with foreign investors once in the country and twice in abroad.
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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/1122469
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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 provided.
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The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9
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There is no such transaction.
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The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)
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There is no such transaction.
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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 is no such transaction.
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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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https://astoras.com.tr/tr/yatirimci-iliskileri/yonetim-politikalari
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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://astoras.com.tr/tr/yatirimci-iliskileri/mali-tablo-ve-raporlar As stated in heading 6.3 of the Board of Directors Activity Report in the link, Donation and Aid Policies were adopted with the General Assembly Decision dated 19.09.2022, before the company's 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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Article 10 https://astoras.com.tr/images/Ek-5---irket-Esas-S--zle--mesi-ve------Y--nergesi.pdf
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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The General Assembly was open to the public, including the stakeholders and the media.
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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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Group A shares have the privilege of 5 voting rights per share.
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The percentage of ownership of the largest shareholder
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%78,96
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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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https://astoras.com.tr/ / investor relations department / corporate governance policies
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Minutes of the relevant agenda item in case the board of directors proposed to the general assembly not to distribute dividends, the reason for such proposal and information as to use of the dividend.
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The profit is distributed.
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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 |
31/03/2023 | %79,06 | %79,06 | %0 | https://astoras.com.tr/ / yatırımcı ilişkileri / genel kurul | https://astoras.com.tr/ / yatırımcı ilişkileri / genel kurul / ASTOR A.Ş. GENEL KURUL TOPLANTI TUTANAĞI | None | 20 | https://www.kap.org.tr/tr/Bildirim/1130271 |
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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All information can be accessed from the relevant sections under the Investor Relations tab at https://astoras.com.tr/.
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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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There is no natural person shareholder who owns more than 5% of the shares.
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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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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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Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
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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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Number of Meetings and Participation Status of the Board of Directors 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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Information about 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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Lawsuits, Administrative-Judicial Sanctions
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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 conflicts of interest between the company and the institutions from which it receives services such as investment consultancy and rating, and 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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Direct and Indirect Subsidiaries / Group Companies
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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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Information on Employees' Social Rights, Vocational Training and Other Company Activities That Generate 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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https://astoras.com.tr/ / Yatırımcı İlişkileri / Kurumsal Yönetim Politikaları
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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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3
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Human Resources Directorate and Internal Audit Directorate
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The contact detail of the company alert mechanism
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There is a Regulation on Wishes, Complaints and Suggestions that is not disclosed to the public. In this context, the notification mechanism is carried out through info@astoras.com.tr, Employee Representatives and the wishes, suggestion and complaint box.
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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 to the relevant internal regulation.
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Corporate bodies where employees are actually represented
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Employees are represented in the Employee Representatives Committee.
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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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Astor Enerji manages the succession planning application for key positions under the supervision of the Board of Directors.
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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://astoras.com.tr/ / Yatırımcı İlişkileri / Kurumsal Yönetim Politikaları / İnsan Kaynakları Politikası
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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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There is no such 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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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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https://astoras.com.tr/ / Yatırımcı İlişkileri / Kurumsal Yönetim Politikaları / Etik Kurallar
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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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The company has an Occupational Health and Safety team of 10 people. The company produces with clean energy. The company's policies regarding corporate governance are available at the link below. https://astoras.com.tr/tr/yatirimci-iliskileri/yonetim-politikalari
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Any measures combating any kind of corruption including embezzlement and bribery
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https://astoras.com.tr/ / Investor Relations / Corporate Governance Policies / Code of Ethics. Our ethics policy is available on our website.
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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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-
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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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13
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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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Internal Control System and Internal Audit Activities
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Name of the Chairman
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Feridun GEÇGEL
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Name of the CEO
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Hakan ÜNSAL
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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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They are different people.
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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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Our company has issued an insurance policy below the said rate within the scope of Executive Liability Insurance, including the members of the Board of Directors and senior managers, due to the damages they may cause to the company due to their faults during their duties. However, our Company did not make an individual PDP statement.
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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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There is no such section.
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The number and ratio of female directors within the Board of Directors
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% 0
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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 |
FERİDUN GEÇGEL | Male | Chairman of the Board | Businessman / Businesswoman | 26/07/2005 | Executive | CHAIRMAN OF THE BOARD | No | 78,96 | WRITTEN NAME | Dependent Member | Not Considered | No | ||||
ENVER GEÇGEL | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 26/09/2022 | Executive | GENERAL MANAGER | No | Dependent Member | Not Considered | No | ||||||
YUSUF GEÇGEL | Male | Member of the Board | Managing Director / Chief Executive | 26/09/2022 | Executive | No | Dependent Member | Not Considered | ||||||||
HAKAN ÜNSAL | Male | Member of the Board | Managing Director / Chief Executive | 26/09/2022 | Executive | DEPUTY GENERAL MANAGER | No | Dependent Member | Not Considered | No | ||||||
İSMAİL ŞAHİNER | Male | Member of the Board | Businessman / Businesswoman | 16/02/2024 | Non-Executive | - | Alfa Solar Bağımsız Yönetim Kurulu Üyesi | No | Independent Member | Considered | No | Kurumsal Yönetim Komitesi-üye Riskin Erken Saptanması Komitesi-başkan Denetimden Sorumlu Komite-üye | ||||
SALİH TUNCER MUTLUCAN | Male | Member of the Board | Businessman / Businesswoman | 26/09/2022 | Non-Executive | Doğanlar Holding, Biotrend Çevre ve Enerji Yatırımları A.Ş, Doğanlar Mobilya Grubu Member of the Board | Yes | Independent Member | Considered | No | Kurumsal Yönetim Komitesi-başkan Riskin Erken Saptanması Komitesi-üye Denetimden Sorumlu Komite-başkan |
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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34
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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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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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7 days
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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://astoras.com.tr/ / investor relations / public offering information / Annex-5 Company Articles of Association and Internal Directive / It is stated in Article 9.
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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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Although the upper limit is not defined, candidacy may or may not be accepted by considering the duties of the candidate outside the Company in the election of members.
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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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Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
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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/1004425, https://www.kap.org.tr/tr/Bildirim/934675
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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) | Salih Tuncer MUTLUCAN | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | She resigned on 30.01.2024. | Özgür ULUPINAR | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Salih Tuncer MUTLUCAN | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | She resigned on 30.01.2024. | Özgür ULUPINAR | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Olcay DOĞAN | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Salih Tuncer MUTLUCAN | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | She resigned on 30.01.2024. | Özgür ULUPINAR | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Olcay DOĞAN | 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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Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
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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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Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
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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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Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
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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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Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
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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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Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
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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 message from the Chairman of the Board of Directors is included in the annual report.
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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There is no such section.
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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 Benefits Provided, Such as Attendance Allowance, Wages, Bonuses, Bonuses, Dividends
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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 | 7 | 13 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %66 | %66 | 7 | 15 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %66 | %66 | 1 | 1 |