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 108 meetings were held with the investors and analysts via video calls, by phone or face to face. The Company attended a total of 3 investor conferences, two of which are held abroad and in 2 investor group meetings organized by the brokerage houses
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|
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 during the reporting period.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
|
None.
|
|
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/1019859
|
|
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
Yes, they were 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/en/Bildirim/1028131
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|
The name of the section on the corporate website that demonstrates the donation policy of the company
|
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/216237
|
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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.
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|
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
Although there is no restriction regarding the participation of stakeholders in the AGM, 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.
|
|
The percentage of ownership of the largest shareholder
|
%60,95
|
|
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
|
Stock Information / 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.
|
Considering the current economic outlook, the long term strategies, the liquidity, investment and financing policies of the Company as well as to protect the long term interests of shareholders, employees and the Company, the decision was taken not to distribute the 2021 profit and to add the remaining profit amounting to TL 2,104,155,380 to extraordinary reserves after setting aside the required amount of TL 496,323,401 for the special reserves as per the Article 5/1-e of the Corporate Tax Law No. 5520, in order to strengthen the financial structure of the Company and not to create an additional funding requirement.
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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/1029471
|
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 |
11/05/2022 | %64,823 | %62,288 | %2,535 | Corporate Governance / General Meetings of Shareholders | Corporate Governance / General Meetings of Shareholders | None. | https://www. kap.org.tr/en/ Bildirim/1029471 |
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 on the Company?s Investor Relations website under the sections ?About Us, News, Corporate Governance, Financials, Stock Information and Frequently Asked Questions?.
|
|
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.
|
Corporate Governance / Ownership Structure
|
|
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 Senior Management sections of the annual report. Statements of independence were presented in the Corporate Governance section of the 2020 Annual Report as board members were selected for three years in the AGM held on June 30, 2020.
|
|
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 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 Employees and Corporate Citizenship 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
|
Corporate Governance / Policies / Employee Compensation Policy
|
|
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
15
|
|
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Zorlu Holding Deputy General Manager for Internal Audit & Ethics on behalf of Zorlu Holding AŞ?s Ethics Committee (Senem Dal - senem.dal@zorlu.com)
|
|
The contact detail of the company alert mechanism
|
Code of Ethics Hotlines: etik@zorlu.com; etik@vestel.com.tr 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
|
The Complaint/Wish/Request Evaluation System, which was created in order to evaluate the complaints, wishes and requests of employees and to increase employee motivation and satisfaction as well as efficiency, is available on the corporate portal which is only open to the Company employees.
|
|
Corporate bodies where employees are actually represented
|
Occupational Health and Safety Committee, Meal Satisfaction and Menu Selection Committee and committees established within the scope of TPM (Total Productive Maintenance) activities
|
|
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
|
The succession plan for the key managerial positions of the Company (Deputy General Manager and above), which had been prepared by Zorlu Holding, was reviewed by the Company in 2022.
|
|
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.
|
The Vestel Group of Companies? Recruitment and Placement Regulation, which includes the criteria for equal opportunities and recruitment of personnel, is available on the Company?s corporate portal. The Regulation sets out the general rules regarding the employment of individuals, who are compatible with the vision, mission, work requirements and values of the Vestel Group of Companies, by offering them an equal opportunity and by evaluating them fairly and objectively to meet the human resource needs of the Group companies. The Human Resources Policy is available in the Corporate Governance / Policies section on the corporate 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.
|
The Human Resources Policy is available in the Corporate Governance / Policies / Human Resources Policy section. It is specifically mentioned in all regulations: ?No discrimination is permitted in applications on the basis of gender, age, religion, race, sect, social status, physical appearance, ethnic origin, nationality, sexual orientation or any other personal characteristics.?
|
|
The number of definitive convictions the company is subject to in relation to health and safety measures
|
3
|
|
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
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.
|
It is presented in the Sustainability section of the corporate website under the ?Environmental Sustainability?, ?Social Sustainability? and ?Corporate Sustainability? headings.
|
|
Any measures combating any kind of corruption including embezzlement and bribery
|
These measures are included in the Zorlu Holding Ethical Principles, which is available under the heading of the Code of Ethics in the Corporate Governance section on the Company?s corporate website.
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
-
|
|
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: Ahmet Nazif Zorlu, Vice Chairman: Bekir Ağırdır. All members of the Board of Directors have been given first degree signature authority. With the Board resolution dated 30.06.2020 and numbered 2020/32, any member of the Board of Directors who has first degree signature authority is authorized for three years to represent and bind the Company without any monetary limitation in any matter with a joint signature together with Ahmet Nazif Zorlu.
|
|
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
2
|
|
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
|
Ahmet Nazif Zorlu
|
|
Name of the CEO
|
Enis Turan Erdoğan
|
|
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/en/Bildirim/1039473
|
|
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: 29%
|
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 | 14/09/1995 | Non-Executive | Yönetim Kurulu Başkanlığı | Bazı Zorlu Grubu Şirketlerinde Yönetim Kurulu Başkanlığı ve Başkan Yardımcılığı | Dependent Member | ||||||||
BEKİR AĞIRDIR | Male | Member of the Board | Managing Director / Chief Executive | 09/05/2018 | Non-Executive | Yönetim Kurulu Başkan Yardımcılığı | Zorlu Enerji Elektrik Üretim AŞ'de Yönetim Kurulu Başkan Yardımcılığı, Vestel Beyaz Eşya Sanayi ve Ticaret AŞ ve KONDA Araştırma ve Danışmanlık Limited Şirketi'nde Yönetim Kurulu Üyeliği | Independent Member | https://www.kap.org.tr/tr/Bildirim/1146544 | Considered | No | Riskin Erken Saptanması Komitesi/Başkan, Denetim Komitesi/Üye | ||||
OLGUN ZORLU | Male | Member of the Board | Businessman / Businesswoman | 27/05/2009 | Non-Executive | Yönetim Kurulu Üyesi | Bazı Zorlu Grubu Şirketlerinde Yönetim Kurulu Üyeliği | - | Dependent Member | - | ||||||
ELMAS MELİH ARAZ | Male | Member of the Board | Managing Director / Chief Executive | 09/05/2018 | Non-Executive | Yönetim Kurulu Üyesi | Vestel Beyaz Eşya Sanayi ve Ticaret AŞ'de Yönetim Kurulu Başkan Yardımcılığı, Ata Yatırım Menkul Kıymetler AŞ, Ata Gayrimenkul Yatırım Ortaklığı AŞ, TFI Gıda Yatırımları AŞ, Burger King China JV Ltd., İzmir Enternasyonel Otelcilik AŞ ve Entegre Harç Sanayi ve Ticaret AŞ'de Yönetim Kurulu Üyeliği | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1146544 | Considered | No | Denetim Komitesi/Başkan, Kurumsal Yönetim Komitesi/Üye, Riskin Erken Saptanması Komitesi/Üye | |||
AYŞEGÜL İLDENİZ | Female | Deputy Chairman of the Board | Managing Director / Chief Executive | 09/05/2018 | Non-Executive | Yönetim Kurulu Üyesi | Silver Spring Networks şirketinde COO (Operasyonlardan Sorumlu Başkan), Vestel Beyaz Eşya Sanayi ve Ticaret AŞ, Zorlu Enerji Elektrik Üretim AŞ, Doğan Şirketler Grubu Holding AŞ ve Pegasus Hava Taşımacılığı AŞ'de Yönetim Kurulu Üyeliği | Independent Member | https://www.kap.org.tr/tr/Bildirim/1146544 | Considered | No | Kurumsal Yönetim Komitesi/Başkan, Riskin Erken Saptanması Komitesi/Üye | ||||
BEKİR CEM KÖKSAL | Male | Member of the Board | Managing Director / Chief Executive | 31/05/2023 | Executive | Vestel Şirketler Grubu İcra Kurulu Üyeliği | Zorlu Holding AŞ CEO Yardımcısı, Zorlu Holding AŞ Mali İşler Grup Başkanı, Zorlu Holding AŞ ve Bazı Zorlu Grubu Şirketlerinde Yönetim Kurulu Üyeliği | Yes | Dependent Member | |||||||
ÖMER YÜNGÜL | Male | Member of the Board | Managing Director / Chief Executive | 31/05/2023 | Executive | Zorlu Holding AŞ CEO'su ve Yönetim Kurulu Üyesi, Bazı Zorlu Grubu Şirketlerinde Yönetim Kurulu Üyeliği | Dependent Member |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
Board meetings were held simultaneously in physical and virtual environments and physical attendance was made optional. A total of 12 meetings were held in this way in 2022.
|
|
Director average attendance rate at board meetings
|
%83,3
|
|
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
|
1 week before the meeting
|
|
The name of the section on the corporate website that demonstrates information about the board charter
|
It is specified in the Article 16 of the Articles of Association which is available in the Corporate Governance 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/220052 https://www.kap.org.tr/tr/Bildirim/267337 https://www.kap.org.tr/tr/Bildirim/348328 https://www.kap.org.tr/tr/Bildirim/348330 https://www.kap.org.tr/tr/Bildirim/348331
|
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) | - | Elmas Melih Araz | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Bekir Ağırdır | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Ayşegül İldeniz | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Elmas Melih Araz | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Serap Mutlu | Hayır (No) | Yönetim kurulu üyesi değil (Not 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) | - | Ayşegül İldeniz | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Elmas Melih Araz | 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)
|
It is presented in the Message from the CEO, Financial Performance and Evaluation of Product Groups for the Year 2022 sections of the annual report.
|
|
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
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 |