2021 Corporate Governance Compliance Report
Related Companies
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Related Funds
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Company Compliance Status
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Explanation
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Yes
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Partial
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No
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Exempted
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Not Applicable
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X
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X
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X
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X
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X
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Physical attendance was limited due to Covid-19, but the auditors, Chairman of the Board, CEO and the relevant managers physically attended.
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X
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All donations and grants are presented to the General Assembly and made in accordance with the Donation and Grants Policy. The total amount of the donations was disclosed. However, details of the recipients were not disclosed due to the low amount of donations.
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X
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There is no article in the articles of association that regulates the participation of stakeholders in the General Assembly. The 2020 Ordinary General Assembly Meeting was held open to the shareholders but closed to the press and public. Internal Directive on the Working Principles and Procedures of the Company, which the Board of Directors decided to submit to the approval of the shareholders at the 2021 Ordinary General Assembly Meeting regulates the attendance of press to the General Assembly Meetings. Accordingly, if it is deemed appropriate by the Chairman or Vice Chairman of the Board of Directors or a Member of the Board of Directors appointed by the Chairman, press can attend the General Assembly Meetings. In addition, the General Assembly Meeting minutes are made available to all stakeholders via the Public Disclosure Platform and the Company's corporate website.
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X
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X
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X
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There are no companies in which Enerjisa has cross-ownerships.
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X
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X
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Minority rights are determined in accordance with the relevant legislation, and there is no specific provision for the extension of minority rights in the Articles of Association. At the same time, attention is paid to the use of minority rights within the scope of TCC and CMB regulations.
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X
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X
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X
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This was not stated as Enerjisa distributed dividend.
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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A directors and officers liability insurance with a limit of 30 million USD has been provided for the individual liability of the managers and members of the Board of Directors regarding their faults during their duties. The amount of the insurance covers 25% of the Company's capital as of 31.12.2021. Although it was lower than 25% during the year due to the volatility in the exchange rate, satisfies the anticipated moderate risk level.
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X
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X
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X
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Due to the Covid-19, meetings with physical participation were kept at minimum. On the other hand, Board of Directors participated to the meetings online.
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X
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X
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X
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X
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X
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X
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Board Member’s assignments in different companies are limited on the basis of not creating conflict of interest during their term of office. An additional restriction is not deemed necessary as the business and sectoral experience of BoD Members makes a vital contribution to the BoD. Members of the Board of Directors do not have an assignment outside the company that will create a conflict of interest. Additionally, CVs of the BoD Members are provided in the annual report to the information of the shareholders.
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X
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Due to Enerjisa shareholder structure, the requirement for committee chairs to be selected among independent Board members in accordance with the Corporate Governance Principles, the number of committees to be formed and the knowledge and experience requirements for members, Board Members take part in more than one committee. Members taking in part in more than one committee also ensure inter-committee communication and cooperation. Taking into account the professions, knowledge and experience of the members of the board of directors, competent persons related to the subject are appointed to the committees. Current structure does not prevent the committees from carrying out their duties effectively. In addition, it is ensured that the committees comply with the legal authority and responsibilities.
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X
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X
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No external consultancy service is used for Board Committees.
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X
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X
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X
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X
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In disclosure of the remuneration and benefits provided to the Members of the Board of Directors and senior executives, a balance is targeted between the benefits of these persons that must be protected in terms of the Personal Data Protection Law and the transparency requirement of the shareholders and stakeholders in accordance with the Corporate Governance Communiqué. Remuneration Policy was prepared and presented to the shareholders and stakeholders as a separate item during the 2019 Ordinary General Assembly meeting. In addition, remuneration for the Members of the Board of Directors is submitted to the approval of the shareholders at the General Assembly meeting every year. Consolidated payments made to senior executives and Board of Directors are publicly disclosed in financial statement footnotes. Disclosure of remuneration in person, which is considered commercial secret for competitiveness, will be determined in line with the general practices in the country.
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