SANİCA ISI SANAYİ A.Ş.SNICA |
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 number of investor meetings conducted with institutional investors is 5.
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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/1152123
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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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No
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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 are none.
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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 are none.
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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 are none.
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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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There are none.
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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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There are none.
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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 are none.
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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There are none.
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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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Hüseyin Nesimi Fatinoğlu: %50,25; Ali Fatinoğlu: %24,37; Uğur Fatinoğlu: %3,37; Emre Fatinoğlu: %3,37
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The percentage of ownership of the largest shareholder
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%47,47
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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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There are none.
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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://www.sanicaisi.com.tr/yatirimci-iliskileri/kurumsal-yonetim/politikalar
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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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On May 17, 2023, during the Board of Directors meeting, it was decided to propose not to distribute dividends from the profits of 2022 at the 2022 ordinary general assembly meeting in order to be utilized in future investment expenditures and to maintain the financial structure of the Company. In accordance with agenda item 7 of the ordinary general assembly meeting dated June 20, 2023, the proposal submitted by the Company's Board of Directors to the General Assembly regarding the distribution of profits, as required by the regulations of the Capital Markets Board, was read, discussed, and put to a vote. The relevant decision of our Board of Directors was read out at the General Assembly. Following the discussions held in line with the proposal presented by our Board of Directors to the General Assembly, it was unanimously resolved not to distribute dividends from the profits of 2022 in order to be utilized in future investment expenditures and to maintain the financial structure of our Company.
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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/tr/Bildirim/1160547
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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 |
21/02/2023 | 0 | %70,3 | %100 | %0 | Yatırımcı İlişkileri/Kurumsal Yönetim/Genel Kurullar | Yatırımcı İlişkileri/Kurumsal Yönetim/Genel Kurullar | - | 10 | https://www.kap.org.tr/tr/Bildirim/1105436 |
20/06/2023 | 0 | %70,59 | %66,79 | %33,21 | Yatırımcı İlişkileri/Kurumsal Yönetim/Genel Kurullar | Yatırımcı İlişkileri/Kurumsal Yönetim/Genel Kurullar | Article 12 | 10 | https://www.kap.org.tr/tr/Bildirim/1152123 |
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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https://www.sanicaisi.com.tr/yatirimci-iliskileri/halka-arz/; https://www.sanicaisi.com.tr/yatirimci-iliskileri/kurumsal-yonetim/; https://www.sanicaisi.com.tr/yatirimci-iliskileri/raporlar/; https://www.sanicaisi.com.tr/yatirimci-iliskileri/kamuyu-aydinlatma/
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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://www.sanicaisi.com.tr/yatirimci-iliskileri/kurumsal-yonetim/ortaklik-yapisi/
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List of languages for which the website is available
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Turkish-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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Page 65 - External Duties of the Company
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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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Page 62 - 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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27 - 100%
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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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There are none
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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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There are none
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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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There are 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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There is no mutual participation
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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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There are none
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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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There are none
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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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4
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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There are none
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The contact detail of the company alert mechanism
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There are none
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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 are none
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Corporate bodies where employees are actually represented
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There are none
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3.3. Human Resources Policy
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The role of the board on developing and ensuring that the company has a succession plan for the key management positions
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It is fully authorized
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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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There are none
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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 are none
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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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There are 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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There are none
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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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There are none
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Any measures combating any kind of corruption including embezzlement and bribery
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There are none
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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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There are none
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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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The Chairman of the Board Hüseyin Nesimi FATİNOĞLU and Vice Chairman of the Board Ali FATİNOĞLU individually have the authority to represent the Company in all matters.
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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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There are none
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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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There are none
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Name of the Chairman
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Hüseyin Nesimi FATİNOĞLU
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Name of the CEO
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Uğur Fatinoğlu - Satış ve Pazarlama Organizasyonları Genel Müdürü; Emre Fatinoğlu - Üretim ve Yönetim Organizasyonları Genel Müdürü
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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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There are none
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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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There are none
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The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
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There are none
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The number and ratio of female directors within the Board of Directors
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0 - 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 |
HÜSEYİN NESİMİ FATİNOĞLU | Male | Chairman of the Board | Businessman / Businesswoman | 28/01/2022 | Executive | Yönetim Kurulu Başkanı | Yoktur | 44,44 | A/B | Dependent Member | ||||||
ALİ FATİNOĞLU | Male | Deputy Chairman of the Board | Businessman / Businesswoman | 28/01/2022 | Executive | Yönetim Kurulu Başkan Vekili | Yoktur | 21,04 | A/B | Dependent Member | ||||||
UĞUR FATİNOĞLU | Male | Member of the Board | Businessman / Businesswoman | 28/01/2022 | Executive | Yönetim Kurulu Üyesi/Satış ve Pazarlama Organizasyonları Genel Müdürü | Satış ve Pazarlama Organizasyonları Genel Müdürü | 2,41 | A/B | Dependent Member | ||||||
EMRE FATİNOĞLU | Male | Member of the Board | Businessman / Businesswoman | 28/01/2022 | Executive | Yönetim Kurulu Üyesi/Üretim ve Yönetim Organizasyonları Genel Müdürü | Üretim ve Yönetim Organizasyonları Genel Müdürü | 2,41 | A/B | Dependent Member | ||||||
TOLGAHAN ÜREŞ | Male | Member of the Board | Inspector | 20/06/2023 | Non-Executive | - | - | Yes | 0 | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1160547 | Not Considered | No | - | |
MEHMET KAĞAN TURAN | Male | Member of the Board | Manager | 20/06/2023 | Non-Executive | - | - | No | 0 | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1160547 | Not Considered | No | - |
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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27
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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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There are none
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The name of the section on the corporate website that demonstrates information about the board charter
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There are none
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Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
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There are 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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Page 62 - Board 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/1161741
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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) | - | Tolgahan Üreş | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Emre Fatinoğlu | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Gökhan Mayil | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Denetim Komitesi (Audit Committee) | - | Tolgahan Üreş | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Mehmet Kağan Turan | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Mehmet Kağan Turan | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Uğur Fatinoğlu | 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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Page 62 - 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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Page 62 - 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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At the Board of Directors meeting of the Company held on June 22, 2023, it was decided not to establish a separate Nominating Committee and Compensation Committee as part of the board structure, and it was decided that the Corporate Governance Committee would also fulfill the duties of these 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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Page 62 - 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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At the Board of Directors meeting of the Company held on June 22, 2023, it was decided not to establish a separate Nominating Committee and Compensation Committee as part of the board structure, and it was decided that the Corporate Governance Committee would also fulfill the duties of these 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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There are none
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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://www.sanicaisi.com.tr/yatirimci-iliskileri/kurumsal-yonetim/politikalar/
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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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There are none
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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 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %33 | %33 | 2 | - |
Denetim Komitesi (Audit Committee) | - | %100 | %100 | 2 | - |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %50 | %50 | 2 | - |