TÜPRAŞ-TÜRKİYE PETROL RAFİNERİLERİ A.Ş.

Corporate Governance Information Form

Publish Date:09.03.2021 21:26:32
Disclosure Type:DG
Year:2020
Period:1

Summary

The Corporate Governance Information Form 2020

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English
1. SHAREHOLDERS
1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
17 Conferences and roadshows are attended. Meetings held with approximately 550 fund managers and analyst
1.2. Right to Obtain and Examine Information
The number of special audit request(s)
-
The number of special audit requests that were accepted at the General Shareholders' Meeting
-
1.3. General Assembly
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
https://www.kap.org.tr/en/Bildirim/823498
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
Yes, English and Turkish materials are provided at the same time
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
There are no such transactions
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)
There are no such transactions
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)
https://www.kap.org.tr/en/Bildirim/821025
The name of the section on the corporate website that demonstrates the donation policy of the company
Investor Relations / Corporate Governance / Policies
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved
https://www.kap.org.tr/en/Bildirim/520114
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
Article 14 -a
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
The General Assembly meeting was held open to the public, including stakeholders and the media without seeking a requrement of the right to speak.
1.4. Voting Rights
Whether the shares of the company have differential voting rights
Evet (Yes)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
"The issued capital is divided in to two groups as (A) and (C) and all of the shares are registered shares. The shareholders attending the ordinary and extraordinary General Assembly meetings use their votes pro rata with the nominal value of their shares. While electing the Board of Directors, 1 of the members has to be elected out of the nominees nominated by the Group C share. The issues specified in Article 10 of Company's Articles of Association depends on the affirmative vote of the Group C shareholder owned by the Privatization Administration in order to take Board of Directors and General Assembly decisions. Current shareholder structure is available in the annual report. "
The percentage of ownership of the largest shareholder
% 51
1.5. Minority Rights
Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association
Hayır (No)
If yes, specify the relevant provision of the articles of association.
-
1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy
Investor Relations / Corporate Governance /Policies
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.
Financial statements for the accounting period 1 January - 31 December 2019, in compliance with the TFRS, prepared by the management of Turkish Petroleum Refineries Corporation, and audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. have been reviewed and upon review of the aforementioned financial statements and the records of Turkish Petroleum Refineries Corporation in accordance with Tax Procedural Law, net profit of TL 525,837,000.00 per the financial statements prepared in accordance with TFRS and net losses of TL 1,139,412,897.98 as per the records in accordance with the Tax Procedural Law have been noted and profit distribution proposal is prepared accordingly as explained below: In accordance with the Capital Market Board Regulations, Article 18 of the Company’s Articles of Association and within the framework of the Dividend Distribution Policy approved by the shareholders at the General Assembly, dated 31 March 2014; In the Financial Statements prepared in accordance with the Tax Procedural Law records; due to a loss of TL 1,139,412,897.98 in the current year result, Dividends will not be distributed for the year 2019, and the current year loss of TL 1,139.412,897.98 in the financial statements prepared in accordance with the Tax Procedural Law is to be transferred to the retained earnings. Transferring the net period profit of TL 525,837,000.00 attributable to equity holders of the parent which is formed according to the financial statements prepared in line with TFRS, to the retained earnings in the related financial statements, The dividend distribution proposal is submitted to shareholders’ approval and has been approved by a majority vote as a result of affirmative votes for TL 194,866,233.221 paid-in share capital against dissenting votes for TL 1 paid-in share capital.
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
https://www.kap.org.tr/en/Bildirim/833993



General Assembly Meetings
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
01/04/2020
0
% 77,8
% 0
% 77,8
Investor Relations /General Assembly /Minutes of AGM
Investor Relations /General Assembly /Minutes of AGM
-
0
https://www.kap.org.tr/tr/Bildirim/833993
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English
2. DISCLOSURE AND TRANSPARENCY
2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
Investor Relations/Corporate Governance/Trade Registry Information, Shareholder Structure, Articles of Association, Policies Investor Relations/Material Disclosures Investor Relations/Financial Reports Investor Relations/OverviewAnnual Report, General Meeting Documents, Teleconference and Investor Presentations
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.
Investor Relations / Corporate Governance /Shareholder Structure
List of languages for which the website is available
Turkish and English
2.2. Annual Report
The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
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
"General Assembly/Board of Directors Resumes Corporate Governance /Declaration for Independency"
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
Corporate Governance / Evaluation of Operating Principles and Effectiveness of Board of Committees
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
Corporate Governance / Principles Compliance Report / Activities of the Board of Directors and Board of Directors Committees
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
Legal Disclosures
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
Legal Disclosures
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
Legal Disclosures
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%
Legal Disclosures
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
Human Resources / Corporate Responsibility Projects
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English
3. STAKEHOLDERS
3.1. Corporation’s Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
Investor Relations / Corporate Governance /Policies
The number of definitive convictions the company was subject to in relation to breach of employee rights
18
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
Risk Management and Internal Control Manager
The contact detail of the company alert mechanism
Notification mechanism It can be reached from the “Communication” section of the Tüpraş corporate website on the main page. https://piy.tupras.com.tr/BildirimKayit.aspx
3.2. Supporting the Participation of the Stakeholders in the Corporation’s Management
Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies
Investor Relations/Overview/Annual Report Sustainability/Report/Sustainability Report Internal regulations are not publicly available or accessible.
Corporate bodies where employees are actually represented
Our employees both in our unionized and non-unionized in management and share their opinions through various methods. Our colleagues' opinions are obtained unanimously through surveys and open-ended questions with annual Employee Commitment Survey. Through various communication meeetings in Tüpraş, information on the Company is shared with employees and other stakeholders. Their questions and comments are also obtained during theese meetings.
3.3. Human Resources Policy
The role of the board on developing and ensuring that the company has a succession plan for the key management positions
A succession plan is created for all key management positions. This Succession Plan is finalized by submitting the approval of the Chairman of the Board of Directors following the approval of the CEO.
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.
"Tüpraş assumes the responsibility to adopt attidues and behaviors in compliance with Tüpraş Code of Ethics which is described in detail below, in all its operations and relationships, before all individuals and organizations which it has business relations with in Turkeyand adroad, the society it operates in, its customers, suppliers, shareholders and employees. Tüpraş also commits itself to comply with Global Compact criteria adopted by Koç Holding and expand the adoption of these criteria by other parties, particulary in its industry. Personnel Guide which includes personnel recruitment criteria is available for all employees and qualifications required for each position are included in job postings. Moreover, eqal opportunity in recruitment is highlighted in Ethical Code of Conduct. https://www.tupras.com.tr/ethical-rules https://www.tupras.com.tr/uploads/Politikalar_en/tupras_human_rights_policy.pdf"
Whether the company provides an employee stock ownership programme
Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
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.
"Decision was taken to ensure employees can appeal to Human Resources Department in case of any problems regarding discrimination and misconduct and this has been communicated to al employees. Ethics Board mechanism was established with the participation of Risk Management and Audit, Legal, Corporate Communications and Human Resources Departments and it's being actively operated. Annual Report /Human Resources"
The number of definitive convictions the company is subject to in relation to health and safety measures
-
3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics
Sustainability/Ethical Rules
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.
http://www.tupras.com.tr/cr-report
Any measures combating any kind of corruption including embezzlement and bribery
http://www.tupras.com.tr/anti-corruption-policy Relevant principles are included in other Code of Ethical Conduct.
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4. BOARD OF DIRECTORS-I
4.2. Activity of the Board of Directors
Date of the last board evaluation conducted
31.12.2020
Whether the board evaluation was externally facilitated
Hayır (No)
Whether all board members released from their duties at the GSM
Evet (Yes)
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties
No delegation was given among the board members
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
Audit Committee is being briefed quarterly about audit activies performed, significant issues and existing legal cases.
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
Risk Management and the Activities of the Risk Management Committee/ G.Internal Control System and Internal Audit
Name of the Chairman
Mehmet Ömer Koç
Name of the CEO
İbrahim Yelmenoğlu
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
-
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
-
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
Investor Relations / Corporate Governance / Board Diversity Policy
The number and ratio of female directors within the Board of Directors
2 (%18)



Composition of Board of Directors
Name, Surname of Board Member
Whether Executive Director Or Not
Whether Independent Director Or Not
The First Election Date To Board
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
Whether The Director Has At Least 5 Years’ Experience On Audit, Accounting And/Or Finance Or Not
Ömer M. Koç
İcrada Görevli Değil (Non-executive)
Bağımsız üye değil (Not independent director)
26/01/2006
-
Değerlendirilmedi (Not considered)
Hayır (No)
Evet (Yes)
Ali Y. Koç
İcrada Görevli Değil (Non-executive)
Bağımsız üye değil (Not independent director)
27/03/2009
-
Değerlendirilmedi (Not considered)
Hayır (No)
Evet (Yes)
Rahmi M. Koç
İcrada Görevli Değil (Non-executive)
Bağımsız üye değil (Not independent director)
04/06/2008
-
Değerlendirilmedi (Not considered)
Hayır (No)
Evet (Yes)
Semahat S. Arsel
İcrada Görevli Değil (Non-executive)
Bağımsız üye değil (Not independent director)
27/03/2009
-
Değerlendirilmedi (Not considered)
Hayır (No)
Evet (Yes)
Levent Çakıroğlu
İcrada Görevli Değil (Non-executive)
Bağımsız üye değil (Not independent director)
30/03/2015
-
Değerlendirilmedi (Not considered)
Hayır (No)
Evet (Yes)
Erol Memioğlu
İcrada Görevli Değil (Non-executive)
Bağımsız üye değil (Not independent director)
26/01/2006
-
Değerlendirilmedi (Not considered)
Hayır (No)
Evet (Yes)
Yağız Eyüboğlu
İcrada Görevli Değil (Non-executive)
Bağımsız üye değil (Not independent director)
04/04/2016
-
Değerlendirilmedi (Not considered)
Hayır (No)
Evet (Yes)
Zafer Sönmez
İcrada Görevli Değil (Non-executive)
Bağımsız üye (Independent director)
20/03/2019
-
Değerlendirildi (Considered)
Hayır (No)
Evet (Yes)
Muharrem Hilmi Kayhan
İcrada Görevli Değil (Non-executive)
Bağımsız üye (Independent director)
21/03/2018
https://www.kap.org.tr/tr/Bildirim/823498
Değerlendirildi (Considered)
Hayır (No)
Evet (Yes)
Ayşe Canan Ediboğlu
İcrada Görevli Değil (Non-executive)
Bağımsız üye (Independent director)
21/03/2018
https://www.kap.org.tr/tr/Bildirim/823498
Değerlendirildi (Considered)
Hayır (No)
Evet (Yes)
Kamil Ömer Bozer
İcrada Görevli Değil (Non-executive)
Bağımsız üye (Independent director)
21/03/2018
https://www.kap.org.tr/tr/Bildirim/823498
Değerlendirildi (Considered)
Hayır (No)
Evet (Yes)
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4. BOARD OF DIRECTORS-II
4.4. Meeting Procedures of the Board of Directors
Number of physical board meetings in the reporting period (meetings in person)
During 2020, no physical meetings were held due to the Covid-19 pandemic; Board of Directors members were informed about the Company's performance and developments on a regular basis. However, all decisions were passed employing the circulation method.
Director average attendance rate at board meetings
% 100
Whether the board uses an electronic portal to support its work or not
Hayır (No)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
There is no determination
The name of the section on the corporate website that demonstrates information about the board charter
There is no determination
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
There is no determination
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented
Corporate Governance / Evaluation of Operating Principles and Effectiveness of Board of Committees
Link(s) to the PDP announcement(s) with the board committee charters
https://www.kap.org.tr/en/Bildirim/749716



Composition of Board Committees-I
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)
-
Muharrem Hilmi Kayhan
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
Kamil Ömer Bozer
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Muharrem Hilmi Kayhan
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Yağız Eyüboğlu
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Doğan Korkmaz
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Ayşe Canan Ediboğlu
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Erol Memioğlu
Hayır (No)
Yönetim kurulu üyesi (Board member)
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4. BOARD OF DIRECTORS-III
4.5. Board Committees-II
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)
Corporate Governance / Evaluation of Operating Principles and Effectiveness of Board of Committees
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)
Corporate Governance / Evaluation of Operating Principles and Effectiveness of Board of Committees
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)
Corporate Governance / Evaluation of Operating Principles and Effectiveness of Board of Committees
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)
Corporate Governance / Evaluation of Operating Principles and Effectiveness of Board of Committees
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)
Corporate Governance / Evaluation of Operating Principles and Effectiveness of Board of Committees
4.6. Financial Rights
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)
Message From The Chairman
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
Investor Relations /Corporate Governance /Remuneration Policy
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)
Financial Report Notes 27



Composition of Board Committees-II
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
6
6
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
% 67
% 33
5
5
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
% 100
% 50
6
6