1.1. Facilitating the Exercise of Shareholders Rights
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The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
During the year, a total of 37 meetings were held with investors via video conference, by phone or face to face.
|
|
1.2. Right to Obtain and Examine Information
|
||
The number of special audit request(s)
|
There was no request for the appointment of a special auditor in the reporting period.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
|
None.
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|
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/1016089
|
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Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
Yes, they are presented.
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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 was no such transaction in 2022.
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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 was no transaction carried out within the scope of Article 9 in 2022.
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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/1077485
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|
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Investor Relations / Corporate Governance / Policies / Donation and Charity Policy
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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/206950
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The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
None.
|
|
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
Although there is no restriction regarding the participation of stakeholders in the general shareholders? meeting, there was no participation thereby other than the shareholders.
|
|
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.
|
None.
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The percentage of ownership of the largest shareholder
|
%54,27
|
|
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.
|
None.
|
|
1.6. Dividend Right
|
||
The name of the section on the corporate website that describes the dividend distribution policy
|
Investor Relations / Corporate Governance / Policies / Dividend Distribution Policy
|
|
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.
|
In the fiscal year 2021, Zorlu Enerji Elektrik Üretim AŞ recorded TL 159,434 thousand of net loss in its consolidated financial statements prepared in compliance with the Turkish Accounting Standards/Turkish Financial Reporting Standards as per the Capital Market Law and related Communiqués and TL 68,203 thousands of net profit in its statutory financial statements prepared in accordance with provisions of the Turkish Commercial Code and Tax Procedure Law. Considering the net loss in the Company's CMB financials and previous years' losses in the Company?s statutory financial statements it was submitted to the information of shareholders at the Annual General Meeting for 2021 that no profit distribution could be made.
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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/1025176
|
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 |
28/04/2022 | 0 | %80,2385 | %0,0019 | %80,2366 | Investor Relations / Corporate Governance / General Assembly Meetings of Shareholders | Investor Relations / Corporate Governance / General Assembly Meetings of Shareholders | None. | 0 | https://www.kap.org.tr/tr/Bildirim/1025176 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
The information requested in the corporate governance principle numbered 2.1.1. is available in the Investor Relations section of the Company's website under the headings of ?About Us, Corporate Governance, Financial Reports & Annual Reports, Information on Stock & Debt Instruments, Material Event Disclosures and Frequently Asked Questions".
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|
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.
|
None.
|
|
List of languages for which the website is available
|
Turkish & 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
|
It is presented in the Board of Directors and Corporate Governance sections of 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
|
It is presented in the Corporate Governance section of the annual report.
|
|
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
|
It is presented in the Additional Disclosures Required by the Legislation section of 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
|
It is presented in the Additional Disclosures Required by the Legislation section of 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
|
It is presented in the Additional Disclosures Required by the Legislation section of the annual report.
|
|
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
|
It is presented in the Additional Disclosures Required by the Legislation section of the annual report.
|
|
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%
|
It is presented in the Additional Disclosures Required by the Legislation section of the annual report.
|
|
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
|
It is presented in the Human Capital, Social Capital and Zorlu Enerji Value Creation Model Sections of the annual report.
|
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 / Employee Compensation Policy
|
|
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
1
|
|
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Zorlu Holding AŞ Director of Internal Audit & Ethics on behalf of Zorlu Holding A.Ş.?s Ethics Committee (Senem Dal - senem.dal@zorlu.com)
|
|
The contact detail of the company alert mechanism
|
Code of Ethics Hotlines: etik@zorlu.com 0 (212) 456 23 23/0 (850) 226 23 23
|
|
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
|
Practices regarding the engagement of employees in management bodies are available in the Career / Human Resources Applications section of the website.
|
|
Corporate bodies where employees are actually represented
|
Sustainability Board, Social Performance Team, Occupational Health & Safety Board and Employee Representative Practice.
|
|
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
|
In 2022, Talent Management, Critical Roles and Succession Plan studies were initiated with the independent consultancy firm Mercer for all white-collar employees. These studies will be completed at the beginning of 2023 and a succession plan for key managers will be developed.
|
|
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.
|
Human Resources Policy and practices, including equal opportunities and personnel recruitment criteria, are available in the Career / Human Resources Policy and Human Resources Applications sections of the website.
|
|
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.
|
Human resources practices aimed at preventing discrimination and ill-treatment are available in the Career / Human Resources Applications section of the website.
|
|
The number of definitive convictions the company is subject to in relation to health and safety measures
|
None.
|
|
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
Investor Relations / Corporate Governance / Code of Ethics
|
|
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.
|
Information on environmental, social and corporate governance issues is provided in the Sustainability Reports which are available in the Sustainability / Sustainability Management section of the Company?s corporate website.
|
|
Any measures combating any kind of corruption including embezzlement and bribery
|
Available in Zorlu Holding's Ethical Principles in the Investor Relations / Corporate Governance / Code of Ethics Section of the Company's corporate website.
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
None.
|
|
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
|
Chairman: Zeki Zorlu Vice Chairman: Bekir Ağırdır Board Members: Ahmet Nazif Zorlu, Olgun Zorlu, Selen Zorlu Melik, Bekir Cem Köksal, Cem Mengi, Ayşegül Ildeniz, Mehmet Emre Zorlu Pursuant to the Board of Directors? resolution No. 2021/22 and dated April 27, 2021, Zeki Zorlu, Ahmet Nazif Zorlu, Olgun Zorlu, Selen Zorlu Melik and Mehmet Emre Zorlu are authorized to represent and bind the Company in every matter and in the broadest sense with their individual signatures placed under the company title and/or company stamp.
|
|
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
1
|
|
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
|
It is presented in the Corporate Governance section of the annual report.
|
|
Name of the Chairman
|
Zeki Zorlu
|
|
Name of the CEO
|
İbrahim Sinan Ak
|
|
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
|
They are different individuals.
|
|
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
|
https://www.kap.org.tr/tr/Bildirim/1039464 There is Directors & Officers Liability Insurance for the damages which Board members may cause to the Company during their term of office but the insurance limit does not exceed 25% of the Company's share capital.
|
|
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
There is no such policy.
|
|
The number and ratio of female directors within the Board of Directors
|
Number: 2 Ratio: 22%
|
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 |
AHMET NAZİF ZORLU | Male | Chairman of the Board | Businessman / Businesswoman | 17/05/2017 | Non-Executive | Member of the Board | Chairman and Vice Chairman at Zorlu Group Companies | Dependent Member | - | |||||||
BEKİR AĞIRDIR | Male | Vice Chairman of the Board | Managing Director / Chief Executive | 08/05/2018 | Non-Executive | Vice Chairman of the Board | Board Member at KONDA Araştırma ve Danışmanlık Limited Şirketi, Vice Chairman at Vestel Elektronik San. ve Tic. AŞ, and Board Member at Vestel Beyaz Eşya San. ve Tic. AŞ | Independent Member | https://www.kap.org.tr/tr/Bildirim/1146915 | Considered | No | Chairperson of Early Detection of Risk Committee, member of Audit Committee | ||||
AYŞEGÜL İLDENİZ | Female | Member of the Board | Managing Director / Chief Executive | 08/05/2018 | Non-Executive | Member of the Board | COO at Silver Spring Networks, Board Member at Vestel Beyaz Eşya San. ve Tic. AŞ, Vestel Elektronik San. ve Tic. AŞ, Doğan Şirketler Grubu Holding AŞ and Pegasus Hava Taşımacılığı AŞ | Independent Member | https://www.kap.org.tr/tr/Bildirim/1146915 | Considered | No | Chairperson of the Corporate Governance Committee | ||||
CEM MENGİ | Male | Member of the Board | Banker | 27/04/2021 | Non-Executive | Member of the Board | Founding Chairman of CM Capital Management Company | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1146915 | Considered | No | Chairperson of the Audit Committee, Member of the Corporate Governance and Early Detection of Risk Committee | |||
ÖMER YÜNGÜL | Male | Member of the Board | Managing Director / Chief Executive | 30/05/2023 | Executive | CEO Zorlu Holding AŞ, Board Member at Zorlu Holding AŞ and Zorlu Group Companies | Dependent Member | - | ||||||||
BEKİR CEM KÖKSAL | Male | Member of the Board | Managing Director / Chief Executive | 04/06/2012 | Executive | Member of the Board | Zorlu Holding AŞ CEO Yardımcısı, Zorlu Holding AŞ Mali İşler Grup Başkanı, Vestel Şirketler Grubu İcra Kurulu Üyesi, Zorlu Holding AŞ ve bazı Zorlu Grubu Şirketlerinde Yönetim Kurulu Üyeliği | Yes | Dependent Member | - | ||||||
SELEN ZORLU MELİK | Female | Member of the Board | Managing Director / Chief Executive | 10/05/2001 | Executive | Member of the Board | Board Member at Zorlu Group Companies | Dependent Member | - |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
The Board of Directors convened in-person and online simultaneously in 2022 where physical attendance was optional. A total of 11 hybrid meetings were held during the year.
|
|
Director average attendance rate at board meetings
|
%75,8
|
|
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
|
The relevant information and documents are submitted to the members of the Board of Directors for review with sufficient time before the meeting.
|
|
The name of the section on the corporate website that demonstrates information about the board charter
|
It is specified in Article 7 of the Articles of Association which is available in the Investor Relations / About Us section of the website.
|
|
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
None.
|
|
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
It is presented in the Corporate Governance section of the annual report.
|
|
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/tr/Bildirim/220219, https://www.kap.org.tr/tr/Bildirim/261183 , https://www.kap.org.tr/tr/Bildirim/350849 , https://www.kap.org.tr/tr/Bildirim/350850 , https://www.kap.org.tr/tr/Bildirim/350851
|
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 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Ayşegül İldeniz | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Cem Mengi | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Başak Dalga | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Denetim Komitesi (Audit Committee) | - | Cem Mengi | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Bekir Ağırdır | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Bekir Ağırdır | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Cem Mengi | 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)
|
It is presented in the Corporate Governance section of the annual report.
|
|
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)
|
It is presented in the Corporate Governance section of the annual report.
|
|
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)
|
It is presented in the Corporate Governance section of the annual report.
|
|
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)
|
It is presented in the Corporate Governance section of the annual report.
|
|
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)
|
It is presented in the Corporate Governance section of the annual report.
|
|
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)
|
The information is provided in the CEO?s Message, The Energy Sector in Turkey, Operations of Zorlu Enerji in 2022 and Financial Capital sections of the annual report.
|
|
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Investor Relations / Corporate Governance / Policies / 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)
|
It is presented in the Additional Disclosures Required by the Legislation section of the annual report.
|
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 | 5 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %67 | %33 | 5 | 2 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %50 | 6 | 6 |