Corporate Governance Compliance Report 2020
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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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There was no transaction notice in this manner.
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X
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X
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The agenda of the General Shareholders' Meeting included a separate item for the total amount of the donations and contributions made and major donations were explained in the general assembly information document.The balance not detailed in the information document consists of various donations to various institutions and organizations, each one in an amount below TL 150 thousand and not constituting material information for investors. Donations below the said amount are not followed up by our investors, and it is planned to continue to adhere to this materiality limit also in future disclosures.
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X
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X
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X
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The issued capital of Tüpraş is divided in to two groups as (A) and (C); all of them being 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, one 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.
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X
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Tüpraş does not have a cross-ownership relationship that provides management control.
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X
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X
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The Articles of Association do not grant minority rights to those who hold less than one twentieth of the capital, and in parallel to the common practices, rights are granted to the minority within the general legislative framework. There was no demand from investors regarding this issue. General best practices are monitored; no changes are planned in this regard in the near future.
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X
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X
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X
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An explanation regarding the non-profit distribution is given in the relevant agenda item.
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X
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X
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The Capital Market Board regulations shall be applied in connection with the transfer of the registered shares of the Company transacted in the stock exchange. The Group C share may be transferred to another Turkish public body having the same powers as the powers granted by the law no. 4046 to the Prime Ministry Privatization Administration Chairmanship.
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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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The annual report does not contain any disclosures about this topic since there were no changes in the regulatory framework in the nature to materially affect the Company's operations, nor were there any conflicts of interest with service providers, such as rating companies.
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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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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.
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X
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No such period of time has been defined; the time of information provision to board members is determined in view of the topics on the meeting agenda and also the process, and the members are informed reasonably in advance. While the Company sees no urgent need for defining such a time period, considering the effective work of the Board of the Directors, it is targeted to consider the matter in the future.
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X
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Although there is the possibility to present an opinion in such a case, there has not been any notification made by the BoD members who could not attend the meetings.
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X
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However, on the issues specified below depends on the affirmative vote of the Group C shareholder: a) Any changes to be made in the Company’s Articles of Association that could affect the Board of Directors meetings and quorum and the rights related to the “Privileged Share” as well as the obligation of meeting the fuel requirements of the Turkish Armed Forces and the rights granted to the Privileged Share in connection with this obligation directly or indirectly. b) Since meeting the fuel requirements of the Turkish Armed Forces in the required quality, time and quantity with the established market prices and maintaining the capability of producing such fuels and providing and maintaining the transportation-related systems are of the essence; not meeting the fuel requirements of the Turkish Armed Forced in the required quality, time and quantity and above the established market prices. c) Any actions specified below that could restrict or obstruct the ability of meeting the fuel requirements of the Turkish Armed Forces: I. Closing or selling any of the refineries owned by the Company or restricting under any encumbrance or reducing its capacity by more than 10%, or II. Division of the company or merger with another company. d) Resolutions related to the liquidation of the company
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X
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Although there have been consistently applied procedures in our Company for many years, there is no written internal regulations regarding the way Board of Directors Meetings are held. While the Company sees no urgent need for defining such an internal regulation/arrangment, considering the effective work of the Board of the Directors, it is targeted to consider the matter in the future.
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X
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X
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There are no restrictions for BoD Members on assuming other positions or duties outside the Company. Such a restriction is not deemed necessary as the business and sectoral experience of BoD Members makes a vital contribution to the BoD. CVs of the BoD Members are provided in the annual report. Considering the effective work of the board of directors, there is no change in the current practice, which is considered not to create any adverse situation in terms of corporate governance, in the short term.
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X
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Members who serve on more than one committee facilitate communication and increase the opportunities for cooperation between committees handling related subjects.The current committee structure is evaluated effectively, taking into account the efficient work of the board members with the contribution of their knowledge and experience; no need for a change on this manner is anticipated in the near future.
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X
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X
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There was no consultancy service received for this purpose.
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X
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X
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X
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X
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Remuneration of the Members of the Board of Directors and managers who have administrative responsibilities is disclosed collectively in parallel to the common practice in the footnotes of our financial statements and at the General Assembly meetings. Market practices are closely monitored with respect to this topic that is deemed important in terms of privacy of personal data, and it is planned to act in parallel with the common practice.
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