TÜPRAŞ-TÜRKİYE PETROL RAFİNERİLERİ A.Ş.

Corporate Governance Compliance Report

Publish Date:09.03.2021 21:26:57
Disclosure Type:DG
Year:2020
Period:1

Summary

Corporate Governance Compliance Report 2020

Related Companies
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Related Funds
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Company Compliance Status
Explanation
Yes
Partial
No
Exempted
Not Applicable
Corporate Governance Compliance Report
1.1. FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS
1.1.2- Up-to-date information and disclosures which may affect the exercise of shareholder rights are available to investors at the corporate website.
X
1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION
1.2.1 - Management did not enter into any transaction that would complicate the conduct of special audit.
X
1.3. GENERAL ASSEMBLY
1.3.2 - The company ensures the clarity of the General Assembly agenda, and that an item on the agenda does not cover multiple topics.
X
1.3.7- Insiders with privileged information have informed the board of directors about transactions conducted on their behalf within the scope of the company's activities in order for these transactions to be presented at the General Shareholders' Meeting.
X
There was no transaction notice in this manner.
1.3.8 - Members of the board of directors who are concerned with specific agenda items, auditors, and other related persons, as well as the officers who are responsible for the preparation of the financial statements were present at the General Shareholders' Meeting.
X
1.3.10 - The agenda of the General Shareholders' Meeting included a separate item detailing the amounts and beneficiaries of all donations and contributions.
X
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.
1.3.11 - The General Shareholders' Meeting was held open to the public, including the stakeholders, without having the right to speak.
X
1.4. VOTING RIGHTS
1.4.1 - There is no restriction preventing shareholders from exercising their shareholder rights.
X
1.4.2 - The company does not have shares that carry privileged voting rights.
X
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.
1.4.3-The company withholds from exercising its voting rights at the General Shareholders' Meeting of any company with which it has cross-ownership, in case such cross-ownership provides management control.
X
Tüpraş does not have a cross-ownership relationship that provides management control.
1.5. MINORITY RIGHTS
1.5.1 - The company pays maximum diligence to the exercise of minority rights.
X
1.5.2 - The Articles of Association extend the use of minority rights to those who own less than one twenthieth of the outstanding shares, and expand the scope of the minority rights.
X
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.
1.6. DIVIDEND RIGHT
1.6.1 - The dividend policy approved by the General Shareholders' Meeting is posted on the company website.
X
1.6.2 - The dividend distribution policy comprises the minimum information to ensure that the shareholders can have an opinion on the procedure and principles of dividend distributions in the future.
X
1.6.3 - The reasons for retaining earnings, and their allocations, are stated in the relevant agenda item.
X
An explanation regarding the non-profit distribution is given in the relevant agenda item.
1.6.4 - The board reviewed whether the dividend policy balances the benefits of the shareholders and those of the company.
X
1.7. TRANSFER OF SHARES
1.7.1 - There are no restrictions preventing shares from being transferred.
X
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.
2.1. CORPORATE WEBSITE
2.1.1. - The company website includes all elements listed in Corporate Governance Principle 2.1.1.
X
2.1.2 - The shareholding structure (names, privileges, number and ratio of shares, and beneficial owners of more than 5% of the issued share capital) is updated on the website at least every 6 months.
X
2.1.4 - The company website is prepared in other selected foreign languages, in a way to present exactly the same information with the Turkish content.
X
2.2. ANNUAL REPORT
2.2.1 - The board of directors ensures that the annual report represents a true and complete view of the company's activities.
X
2.2.2 - The annual report includes all elements listed in Corporate Governance Principle 2.2.2.
X
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.
3.1. CORPORATION'S POLICY ON STAKEHOLDERS
3.1.1- The rights of the stakeholders are protected pursuant to the relevant regulations, contracts and within the framework of bona fides principles.
X
3.1.3 - Policies or procedures addressing stakeholders' rights are published on the company's website.
X
3.1.4 - A whistleblowing programme is in place for reporting legal and ethical issues.
X
3.1.5 - The company addresses conflicts of interest among stakeholders in a balanced manner.
X
3.2. SUPPORTING THE PARTICIPATION OF THE STAKEHOLDERS IN THE CORPORATION'S MANAGEMENT
3.2.1 - The Articles of Association, or the internal regulations (terms of reference/manuals), regulate the participation of employees in management.
X
3.2.2 - Surveys/other research techniques, consultation, interviews, observation method etc. were conducted to obtain opinions from stakeholders on decisions that significantly affect them.
X
3.3. HUMAN RESOURCES POLICY
3.3.1 - The company has adopted an employment policy ensuring equal opportunities, and a succession plan for all key managerial positions.
X
3.3.2 - Recruitment criteria are documented.
X
3.3.3 - The company has a policy on human resources development, and organises trainings for employees.
X
3.3.4 - Meetings have been organised to inform employees on the financial status of the company, remuneration, career planning, education and health.
X
3.3.5 - Employees, or their representatives, were notified of decisions impacting them. The opinion of the related trade unions was also taken.
X
3.3.6 - Job descriptions and performance criteria have been prepared for all employees, announced to them and taken into account to determine employee remuneration.
X
3.3.7 - Measures (procedures, trainings, raising awareness, goals, monitoring, complaint mechanisms) have been taken to prevent discrimination, and to protect employees against any physical, mental, and emotional mistreatment.
X
3.3.8 - The company ensures freedom of association and supports the right for collective bargaining.
X
3.3.9 - A safe working environment for employees is maintained.
X
3.4. RELATIONS WITH CUSTOMERS AND SUPPLIERS
3.4.1-The company measured its customer satisfaction, and operated to ensure full customer satisfaction.
X
3.4.2 - Customers are notified of any delays in handling their requests.
X
3.4.3 - The company complied with the quality standards with respect to its products and services.
X
3.4.4 - The company has in place adequate controls to protect the confidentiality of sensitive information and business secrets of its customers and suppliers.
X
3.5. ETHICAL RULES AND SOCIAL RESPONSIBILITY
3.5.1 - The board of the corporation has adopted a code of ethics, disclosed on the corporate website.
X
3.5.2-The company has been mindful of its social responsibility and has adopted measures to prevent corruption and bribery.
X
4.1. ROLE OF THE BOARD OF DIRECTORS
4.1.1 - The board of directors has ensured strategy and risks do not threaten the long-term interests of the company, and that effective risk management is in place.
X
4.1.2 - The agenda and minutes of board meetings indicate that the board of directors discussed and approved strategy, ensured resources were adequately allocated, and monitored company and management performance.
X
4.2. ACTIVITIES OF THE BOARD OF DIRECTORS
4.2.1-The board of directors documented its meetings and reported its activities to the shareholders.
X
4.2.2 - Duties and authorities of the members of the board of directors are disclosed in the annual report.
X
4.2.3-The board has ensured the company has an internal control framework adequate for its activities, size and complexity.
X
4.2.4 - Information on the functioning and effectiveness of the internal control system is provided in the annual report.
X
4.2.5 - The roles of the Chairman and Chief Executive Officer are separated and defined.
X
4.2.7-The board of directors ensures that the Investor Relations department and the corporate governance committee work effectively. The board works closely with them when communicating and settling disputes with shareholders.
X
4.2.8 - The company has subscribed to a Directors and Officers liability insurance covering more than 25% of the capital.
X
4.3. STRUCTURE OF THE BOARD OF DIRECTORS
4.3.9 - The board of directors has approved the policy on its own composition, setting a minimal target of 25% for female directors. The board annually evaluates its composition and nominates directors so as to be compliant with the policy.
X
4.3.10 - At least one member of the audit committee has 5 years of experience in audit/accounting and finance.
X
4.4. BOARD MEETING PROCEDURES
4.4.1-Each board member attended the majority of the board meetings in person.
X
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.
4.4.2 - The board has formally approved a minimum time by which information and documents relevant to the agenda items should be supplied to all board members.
X
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.
4.4.3 - The opinions of board members that could not attend the meeting, but did submit their opinion in written format, were presented to other members.
X
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.
4.4.4 - Each member of the board has one vote.
X
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
4.4.5 - The board has a charter/written internal rules defining the meeting procedures of the board.
X
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.
4.4.6 - Board minutes document that all items on the agenda are discussed, and board resolutions include director's dissenting opinions if any.
X
4.4.7-There are limits to external commitments of board members. Shareholders are informed of board members' external commitments at the General Shareholders' Meeting.
X
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.
4.5. BOARD COMMITTEES
4.5.5 - Board members serve in only one of the Board's committees.
X
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.
4.5.6 - Committees have invited persons to the meetings as deemed necessary to obtain their views.
X
4.5.7 - If external consultancy services are used, the independence of the provider is stated in the annual report.
X
There was no consultancy service received for this purpose.
4.5.8 - Minutes of all committee meetings are kept and reported to board members.
X
4.6. FINANCIAL RIGHTS
4.6.1-The board of directors has conducted a board performance evaluation to review whether it has discharged all its responsibilities effectively.
X
4.6.4-The company did not extend any loans to its board directors or executives, nor extended their lending period or enhanced the amount of those loans, or improve conditions thereon, and did not extend loans under a personal credit title by third parties or provided guarantees such as surety in favour of them.
X
4.6.5 - The individual remuneration of board members and executives is disclosed in the annual report.
X
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.