1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
No investor conference or meeting was held.
|
|
1.2. Right to Obtain and Examine Information
|
||
The number of special audit request(s)
|
0
|
|
The number of special audit requests that were accepted at the General Shareholders' Meeting
|
0
|
|
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/tr/Bildirim/1005533
|
|
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
Materials for the General Assembly Meeting were provided in Turkish, not in English.
|
|
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
|
No such transaction in the context of principle 1.3.9..
|
|
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)
|
https://www.kap.org.tr/tr/Bildirim/1005538
|
|
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/tr/Bildirim/1005538
|
|
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Yatırımcı Köşesi, Kurumsal Uyum, 17. Bağış ve Yardım Politikası
|
|
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/tr/Bildirim/268298
|
|
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
The regulations regarding participation to the General Assembly are included in the 38th and 39th articles of the articles of association.
|
|
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
The list of attendees of the general assembly can be accessed via the link https://www.kap.org.tr/tr/Bildirim/1014629. In addition to the shareholders, the board members and the representative of the independent audit firm attended the general assembly.
|
|
1.4. Voting Rights
|
||
Whether the shares of the company have differential voting rights
|
Hayır (No)
|
|
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
|
There is no privilege for voting.
|
|
The percentage of ownership of the largest shareholder
|
%81,88
|
|
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.
|
The scope of minority rights are not enlarged in the articles of the association.
|
|
1.6. Dividend Right
|
||
The name of the section on the corporate website that describes the dividend distribution policy
|
Yatırımcı Köşesi, Kurumsal Uyum, 16. Kar Dağıtım Politikası
|
|
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.
|
12. PROVIDING INFORMATION AS TO THE DISTRIBUTION OF PROFIT POLICY OF THE COMPANY AND THE FOLLOWING RESOLVING ON THE PROPOSAL REGARDING PROFIT DISTRIBUTION PROPOSED BY THE BOARD OF DIRECTORS AS TO THE DISTRIBUTION OF PROFIT EARNED IN 2021. Company?s Dividend Policy which has been prepared according to Capital Market Legislation and approved by general assembly before have been read. Company?s Dividend Policy take place in company web site. Chairman of General Assembly has stated that there is a decision of Board of Directors, dated Feb. 28, 2022 about distribution of the year 2021 profit. Proposal has been read. Board of Directors? profit distribution proposal has been put to the vote of the General Assembly. As a result of voting; it has been accepted by majority of votes who were present at the meeting, with % 99,99 aye votes, that as a result of Company?s 2021 year operations; out of the company?s profit determined in the consolidated financial statements according to The Capital Market Board?s II-14.1 serial numbered announcement articles, , to improve the financial structure of company and not to have financial need, not to distribute any profit from 2021 distributable profit and this amount will be added to Extraordinary Reserves, in line with the Turkish Commercial Code?s article 523, article 62 of Articles of Incorporation, The Capital Market Board?s regulations related to the subject and the decision made in the Board of Directors meeting dated Feb. 28, 2022. Opposition Statement: Shareholder Murat Sipahi, who participated electronically, gave opposition statement that read in the general assembly . The statement is attached. "I will have two requests for Article 12.Capital increase request through rights or bonus issues. I request the initiation of capital increase procedures, through bonus issues by adding of previous year profits and inflation adjustment differences to paid-in capital and I request capital increase through rights issues due to the increasing input costs at the global level and to support our investments. What is the opinion of the company executives on this issue? My proposal is to increase the paid-in capital to 300.000.000 TL fully covered by internal resources." General Assembly Chairman Mr. Mehmet Dülger said that the board of directors does not have such an agenda currently.
|
|
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/tr/Bildirim/1014629
|
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 |
31/03/2022 | 0 | %84,06 | %0,14 | %83,92 | Yatırımcı Köşesi, Kurumsal Uyum, 9. Genel Kurul Toplantı Tutanakları | Yatırımcı Köşesi, Kurumsal Uyum, 9. Genel Kurul Toplantı Tutanakları | 14 | 119 | https://www.kap.org.tr/tr/Bildirim/1014629 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
Yatırımcı Köşesi, Kurumsal Uyum
|
|
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.
|
Yatırımcı Köşesi, Kurumsal Uyum, 2. Ortaklık Yapısı
|
|
List of languages for which the website is available
|
Turkish
|
|
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
|
Not included in the annual report.
|
|
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
|
Kurumsal Yönetim İlkelerine Uyum Raporu, 26. madde.
|
|
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
|
Not included in the annual report.
|
|
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
|
Not included in the annual report.
|
|
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
|
Hukuki Durum
|
|
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
|
Investment consulting and rating services are not taken.
|
|
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%
|
İştiraklerimiz
|
|
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
|
İnsan Kaynakları Politikası, Kurumsal Yönetim İlkelerine Uyum Raporu, 17. madde Sosyal Sorumluluk.
|
3.1. Corporation’s Policy on Stakeholders
|
||
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
|
There is no employee remedy or severance policy.
|
|
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
2
|
|
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
HR Directorate
|
|
The contact detail of the company alert mechanism
|
0332 3460355
|
|
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
|
There is no internal regulation of participation of employees on management bodies.
|
|
Corporate bodies where employees are actually represented
|
Union Representation
|
|
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
|
There is no succession plan.
|
|
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.
|
It has been arranged by the HR Directorate and has not been shared with the public.
|
|
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.
|
It has been arranged by the HR Directorate and has not been shared with the public.
|
|
The number of definitive convictions the company is subject to in relation to health and safety measures
|
0
|
|
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
Yatırımcı Köşesi, Kurumsal Uyum, 8. Kurumsal Yönetim Uyum Raporu, 25.Etik Kurallar.
|
|
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.
|
Yatırımcı Köşesi, Kurumsal Uyum, 8. Kurumsal Yönetim Uyum Raporu, 17.Sosyal Sorumluluk.
|
|
Any measures combating any kind of corruption including embezzlement and bribery
|
All necessary measures are taken combating any kind of corruption including embezzlement and bribery. In-company trainings are organized to increase employee awareness.
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
There is no board performance evaluation.
|
|
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
|
Mehmet DÜLGER: Chairman. Gianfranco Lubiesny TANTARDINI: Vice Chairman.
|
|
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
Four reports were submitted quarterly.
|
|
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
|
Kurumsal Yönetim İlkeleri Uyum Raporu, 21. Risk Yönetim ve İç Kontrol Mekanizması.
|
|
Name of the Chairman
|
Mehmet DÜLGER
|
|
Name of the CEO
|
Hüseyin Burak AKIN
|
|
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
|
Not the same person.
|
|
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
|
There is no executive liability insurance.
|
|
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
None.
|
|
The number and ratio of female directors within the Board of Directors
|
2 members, % 17
|
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 |
MEHMET DÜLGER | Male | Chairman of the Board | Architect | 31/03/2010 | Non-Executive | Yönetim Kurulu Başkanı | Dependent Member | Yes | Denetimden Sorumlu Komite (Başkan). Kurumsal Yönetim Komitesi (Başkan). Aday Gösterme ve Ücret Komitesi (Başkan). Riskin Erken Saptanması Komitesi (Başkan) | |||||||
GIANFRANCO LUBIESNY TANTARDINI | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 30/04/2018 | Executive | Yönetim Kurulu Üyesi | VICAT Grubunda Yönetici | Dependent Member | ||||||||
GUY DOMINIQUE LOİS SIDOS | Male | Member of the Board | Engineer | 30/03/2006 | Executive | Yönetim Kurulu Üyesi | VICAT Grup Yönetim Kurulu Başkanı | Dependent Member | Denetimden Sorumlu Komite (Üye) | |||||||
JACQUES MERCERON VICAT | Male | Member of the Board | Engineer | 28/11/1991 | Non-Executive | Yönetim Kurulu Üyesi | Vicat Grubunda Yönetici | Dependent Member | ||||||||
LOUIS MERCERON VICAT | Male | Member of the Board | Business and administration professionals | 20/03/2003 | Non-Executive | Yönetim Kurulu Üyesi | VICAT Grubunda Yönetim Kurulu Üyesi | Dependent Member | ||||||||
PHİLİPPE MİCHEL LOUİS CHIORRA | Male | Member of the Board | Lawyer | 24/03/2011 | Non-Executive | Yönetim Kurulu Üyesi | VICAT Grubunda Genel Müdür Yardımcısı | Dependent Member | Kurumsal Yönetim Komitesi (Üye). Aday Gösterme ve Ücret Komitesi (Üye). Riskin Erken Saptanması Komitesi (Üye). | |||||||
SOPHIE SIDOS | Female | Member of the Board | Accounting and Audit Professional | 20/03/2013 | Non-Executive | Yönetim Kurulu Üyesi | VICAT Grubunda Yönetim Kurulu Üyesi | Dependent Member | ||||||||
HÜSEYİN ERKAN | Male | Member of the Board | Business and administration professionals | 21/03/2012 | Non-Executive | Yönetim Kurulu Üyesi | BİST Yön. Kur. Üyeliği ve Başkanlığı (2007-2012) | Yes | Dependent Member | Yes | ||||||
AYDIN ESEN | Male | Member of the Board | Economist | 23/03/2018 | Non-Executive | Yönetim Kurulu Üyesi | Danışman | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/913151 | Considered | Denetim Komitesi (Başkan). Kurumsal Yönetim Komitesi (Başkan). Aday Gösterme ve Ücret Komitesi (Başkan). Riskin Erken Saptanması Komitesi (Başkan). | ||||
HÜSEYİN ÇEVİK | Male | Member of the Board | Businessman / Businesswoman | 28/03/2019 | Non-Executive | Yönetim Kurulu Üyesi | Konya Ticaret Borsası Yönetim Kurulu Başkanı | Independent Member | https://www.kap.org.tr/tr/Bildirim/913151 | Considered | Denetim Komitesi (Üye). Riskin Erken Saptanması Komitesi (Üye). | |||||
ZEYNEP KARAÇOR | Female | Member of the Board | Academician | 25/03/2021 | Non-Executive | Akademisyen | Independent Member | https://www.kap.org.tr/tr/Bildirim/913151 | Considered | Denetim Komitesi (Üye). Kurumsal Yönetim Komitesi (Üye) | ||||||
SELÇUK ÖZTÜRK | Male | Member of the Board | Engineer | 25/03/2021 | Non-Executive | Konya Ticaret Odası Başkanı | Independent Member | https://www.kap.org.tr/tr/Bildirim/913151 | Considered | Denetim Komitesi (Üye). Riskin Erken Saptanması Komitesi (Üye). |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
16
|
|
Director average attendance rate at board meetings
|
%89
|
|
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
|
No time has been set for the submission of information and documents, these are presented to members in a reasonable time.
|
|
The name of the section on the corporate website that demonstrates information about the board charter
|
Yatırımcı Köşesi, Kurumsal Uyum, 8. Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 22-23. Yatırımcı Köşesi, Kurumsal Uyum, 5. Esas Sözleşme, Madde 25.
|
|
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
Members of the board are not restricted for taking duties outside the company.
|
|
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 26
|
|
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/tr/Bildirim/1014649
|
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) | AYDIN ESEN | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | HÜSEYİN ÇEVİK | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | ZEYNEP KARAÇOR | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | SELÇUK ÖZTÜRK | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | AYDIN ESEN | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | EMİNE ÜSTÜNDAĞ | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | PHİLİPPE MİCHEL LOUİS CHIORRA | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | ZEYNEP KARAÇOR | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Diğer (Other) | Aday Gösterme ve Ücret Komitesi (Nomination and Remuneration Committee) | AYDIN ESEN | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Aday Gösterme ve Ücret Komitesi (Nomination and Remuneration Committee) | GUY DOMINIQUE LOİS SIDOS | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Diğer (Other) | Aday Gösterme ve Ücret Komitesi (Nomination and Remuneration Committee) | PHİLİPPE MİCHEL LOUİS CHIORRA | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | AYDIN ESEN | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | HÜSEYİN ÇEVİK | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | PHİLİPPE MİCHEL LOUİS CHIORRA | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | SELÇUK ÖZTÜRK | Hayır (No) | Yönetim kurulu üyesi (Board member) |
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)
|
Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 26
|
|
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)
|
Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 26
|
|
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)
|
Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 26
|
|
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)
|
Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 26
|
|
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)
|
Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 26
|
|
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)
|
9. Finansal Durum
|
|
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Yatırımcı Köşesi, Kurumsal Uyum, 18. Yönetim Kurulu Üyeleri-Üst Düzey Yöneticilerin Ücretlendirme Esaslarına İlişkin Politika.
|
|
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)
|
Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 27
|
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 | 5 | 5 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %100 | %50 | 3 | 3 | |
Diğer (Other) | Aday Gösterme ve Ücret Komitesi (Nomination and Remuneration Committee) | %67 | %33 | 2 | 2 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %75 | 6 | 6 |