CW ENERJİ MÜHENDİSLİK TİCARET VE SANAYİ A.Ş.CWENE |
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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The Company did not organize an investor conference, but held 20 meetings with existing and potential investors.
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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.
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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/1192793
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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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There is no transaction of this nature.
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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 special explanation has been made due to the ratio of related party transactions to revenue being less than 5%.
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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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No special explanation was made in 2023 as it is not expected for the ratio of related party transactions to revenue to exceed 10%.
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The name of the section on the corporate website that demonstrates the donation policy of the company
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https://cw-enerji.com/tr/yatirimci-iliskileri/sirket-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://www.kap.org.tr/Bildirim/1198325
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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 attendance of shareholders in the general assembly.
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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At the ordinary general assembly meeting for the year 2022 held on 29.09.2023, the Chairman of the Board of Directors of the Company, Tarzan Tarık Sarvan, Board Member Mücahit Melik Yetim, Independent Auditor Representative, Ministry Representatives, and company employees preparing for the General Assembly and other shareholder partners attended.
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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 5 voting rights for each share
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The percentage of ownership of the largest shareholder
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%71,73
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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://cw-enerji.com/tr/yatirimci-iliskileri/sirket-politikalari
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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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Minutes of General Meeting: Article 8: The proposal of the Board of Directors dated 06.09.2023 and numbered 2023/57 was accepted and it was unanimously resolved that the net profit for the period of TL 904,211,972 (there is a profit of TL 685,863,127 in accordance with the Legal Records) resulting from the activities of the Company in 2022, after the reserves required to be set aside according to the Legal Records are set aside and the donations made during the year are added, the remaining part will not be distributed and transferred to the extraordinary reserves account.
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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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https://www.kap.org.tr/Bildirim/1198325 and https://www.kap.org.tr/tr/BildirimPdf/1198326
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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 |
29/09/2023 | 0 | %5 | %77,5 | %0,4 | 5,1 | Investor Relations- General Assembly | Article 14 | 19 | https://www.kap.org.tr/Bildirim/1198325 |
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 / Articles of Association, Prospectus, Circular, Commercial Registry Information, Independent Audit Company Information, Policies, Committees, Regulations, Financial Reports, Activity Reports, Minutes of General Meeting
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If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.
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https://cw-enerji.com/en/investor-relations/our-partnership-structuremiz
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List of languages for which the website is available
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Turkish-English-German
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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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1.7. Committees Established in accordance with the 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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1.6.1 Board of Directors, Senior Executives, and Personnel Information
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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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11. Other Matters
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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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5. Legal and Social Issues
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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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None
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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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None
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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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5.3. Donations and Social Responsibility Projects
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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://cw-enerji.com/en/investor-relations/company-policies
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The number of definitive convictions the company was subject to in relation to breach of employee rights
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None
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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
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The contact detail of the company alert mechanism
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https://cw-enerji.com/tr/iletisim
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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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Does not exist
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Corporate bodies where employees are actually represented
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Does not exist
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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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Does not exist
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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://cw-enerji.com/en/human-resources
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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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Does not exist
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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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Does not exist
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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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Does not exist
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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 produces renewable energy sources. The company has a corporate governance policy.
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Any measures combating any kind of corruption including embezzlement and bribery
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Anti-Bribery and Anti-Corruption Policy (cw-enerji.com)
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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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Does not exist
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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 board member to whom the distribution of duties has been delegated.
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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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A total of 5 reports have been prepared by the audit committee in conjunction with the internal control unit for the Board of Directors.
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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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1.7.4. Audit Committee
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Name of the Chairman
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Tarzan Tarık SARVAN
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Name of the CEO
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Volkan YILMAZ
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If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
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The Chairman of the Board and the general manager are not the same person.
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Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital
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None. It is under evaluation.
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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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None
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The number and ratio of female directors within the Board of Directors
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There is no female member in the Board of Directors.
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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 |
TARZAN TARIK SARVAN | Male | Chairman of the Board | Businessman / Businesswoman | 03/05/2018 | Executive | Yönetim Kurulu Başkanı | Yes | 71,73 | A ; B | Dependent Member | ||||||
VOLKAN YILMAZ | Male | Deputy Chairman of the Board | Businessman / Businesswoman | 03/05/2018 | Executive | Yes | 5,09 | A ; B | Dependent Member | |||||||
MÜCAHİT MELİK YETİM | 07/01/2023 | Non-Executive | ||||||||||||||
İSMAİL YÜKSEK | Male | Member of the Board | Academician | 07/01/2023 | Non-Executive | Yes | Independent Member | Denetimden Sorumlu Komite- Komite Başkanı Kurumsal Yönetim Komitesi- Komite Başkanı Riskin Erken Saptanması Komitesi - Komite Başkanı | ||||||||
BEDRETTİN KARA | Male | Member of the Board | Lawyer | 07/01/2023 | Non-Executive | Independent Member | Denetimden Sorumlu Komite- Komite Üyesi Kurumsal Yönetim Komitesi- Komite Üyesi Riskin Erken Saptanması Komitesi - Komite 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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72
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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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No specific period has been defined. Maximum care is taken to present information and documents to the members in a reasonable period 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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It is included in the Articles of Association in the Investor Relations department.
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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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Does not exist.
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4.5. Board Committees
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Page numbers or section names of the annual report where information about the board committees are presented
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1.7 Committees
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Link(s) to the PDP announcement(s) with the board committee charters
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https://www.kap.org.tr/tr/Bildirim/1138976 ( izahname)
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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) | İSMAİL YÜKSEK | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | BEDRETTİN KARA | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | İSMAİL YÜKSEK | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | BEDRETTİN KARA | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | ÖZGE ONUR | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | NİHAN DERMİTAŞ TAYLAN | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | İSMAİL YÜKSEK | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | BEDRETTİN KARA | 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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https://cw-enerji.com/en/investor-relations/committees-of-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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https://cw-enerji.com/en/investor-relations/committees-of-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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https://cw-enerji.com/en/investor-relations/committees-of-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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https://cw-enerji.com/en/investor-relations/committees-of-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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The duties of the Remuneration Committee are carried out 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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The company's operational and financial performance targets are not stated in the activity 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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https://cw-enerji.com/en/investor-relations/company-policies
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Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)
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1.6 Financial Rights Provided to Members of the Management Body 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 | 5 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %100 | %50 | 3 | 3 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %100 | 3 | 3 |