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
|
Meetings with brokerage houses and asset management companies were organised both online and physically after the financial report was shared. In 2022, a collective presentation meeting was held in a physical environment with brokerage house and asset management company officials, and a webinar was organised for individual investors, covering their investments and future targets. Apart from these, nearly 50 face-to-face meetings and teleconferences were held with local and foreign investors.
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1.2. Right to Obtain and Examine Information
|
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The number of special audit request(s)
|
-
|
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The number of special audit requests that were accepted at the General Shareholders' Meeting
|
-
|
|
1.3. General Assembly
|
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Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
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https://www.kap.org.tr/tr/Bildirim/1015650
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Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
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Not available
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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
|
None
|
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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)
|
None
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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)
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None
|
|
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Investor Relations / Corporate Governance / Donation and Aid 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/939988
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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
|
11
|
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
Members of the Board of Directors, the representative of the Independent Audit Company, company employees and investors who wish to attend, together with shareholders attended the 2021 General Assembly Meeting held on 28.04.2022.
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1.4. Voting Rights
|
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Whether the shares of the company have differential voting rights
|
Hayır (No)
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In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
|
-
|
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The percentage of ownership of the largest shareholder
|
%29,09
|
|
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.
|
-
|
|
1.6. Dividend Right
|
||
The name of the section on the corporate website that describes the dividend distribution policy
|
Main Page / Investor Relations / Profit Distribution Policy
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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 Ordinary General Assembly Meeting held on 28.04.2022 for the year 2021, it was resolved to distribute profit. You can find the relevant General Assembly Minutes using the link below. https:// www.kap.org.tr/tr/ Bildirim/1015650
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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
|
Not offered.
|
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 | %77,74 | %77,74 | %0 | Investor Relations /General Assembly Information | Investor Relations /General Assembly Information | 13 | 30 | https:// www.kap.org.tr/ tr/Bildirim/ 1025170 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
"Investor Relations" section at www.kontrolmatik.com address
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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.
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Investor Relations/Partnership Structure at www.kontrolmatik.com address
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List of languages for which the website is available
|
Turkish and English
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|
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
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Board of Directors and Organizational Structure
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|
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
|
Committees
|
|
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
|
Board of Directors and Organizational Structure
|
|
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
|
Information on Legislative Amendments
|
|
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
|
Corporate Governance
|
|
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
|
Corporate Governance
|
|
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%
|
There is no cross shareholding
|
|
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
|
Fields of Activity
|
3.1. Corporation’s Policy on Stakeholders
|
||
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
|
Our Policies
|
|
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
-
|
|
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Company legal department
|
|
The contact detail of the company alert mechanism
|
etik@kontrolmatik.com 0212 659 2441
|
|
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
|
-
|
|
Corporate bodies where employees are actually represented
|
Our employees participate in Governance through various methods and share their suggestions and opinions. The opinions of each employee who participates in the employee loyalty and evaluation survey conducted from time to time are taken in the form of questionnaires and open-ended answers. Through various meetings and organizations, information about the company is shared with employees and other stakeholders, and their questions and opinions are also taken.
|
|
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, the senior Governance expanded the key executive reserve pool with internal and external assignments under the supervision of the Board of Directors, within the framework of succession plans for key positions.In 2023, the development of the system was supported by establishing a succession policy.
|
|
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.
|
Policies/HR Policy
|
|
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.
|
Policies/Human Rights Policy/HR Policy
|
|
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
|
Business Ethics & Anti-Corruption and Anti-Bribery Policy
|
|
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.
|
Environmental Governance Policy, Sustainability Policy, Work and Occupational Health and Safety Policy
|
|
Any measures combating any kind of corruption including embezzlement and bribery
|
Business Ethics & Anti-Corruption and Anti-Bribery Policy
|
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
|
Sami Aslanhan, Chairman of the Board of Directors, Ömer Ünsalan, Deputy Chairman of the Board of Directors are individually authorized to represent and bind the company in the broadest sense.
|
|
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
|
Corporate Governance
|
|
Name of the Chairman
|
Sami Aslanhan
|
|
Name of the CEO
|
Osman Sahin Kosker
|
|
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
|
https://www.kap.org.tr/tr/Bildirim/999313
|
|
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
-
|
|
The number and ratio of female directors within the Board of Directors
|
1- %20
|
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 |
SAMİ ASLANHAN | Male | Chairman of the Board | Businessman / Businesswoman | 03/09/2014 | Executive | Yönetim Kurulu Başkanı | Kmt International Projects Dmcc. Ortağı, Nennkraft Energie GmbH Ortağı, Pomega Enerji Depolama Teknolojileri A.Ş. Yönetim Kurulu Başkanı, Plan S Uydu ve Uzay Teknolojileri A.Ş. Yönetim Kurulu Başkanı | Yes | 28,96 | Dependent Member | ||||||
ÖMER ÜNSALAN | Male | Deputy Chairman of the Board | Businessman / Businesswoman | 03/09/2014 | Executive | Yönetim Kurulu Başkan Vekili | Biserwis Ulaşım ve Mobil Teknoloji A.Ş. Yönetim Kurulu Başkanı, | Yes | 28,96 | Dependent Member | Riskin Erken Saptanması Komitesi Üyesi | |||||
BURHANETTİN KORAY TUNÇALP | Male | Member of the Board | Electrical Engineer | 29/05/2020 | Non-Executive | Yönetim Kurulu Üyesi | Haliç Üniversitesi Öğretim Üyesi | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1129959 | Considered | No | Kurumsal Yönetim Komitesi Üyesi, Riskin Erken Saptanması Komitesi Üyesi, Denetimden Sorumlu Komite Başkanı, Aday Gösterme ve Ücret Komitesi Başkanı, Etik Komitesi Üyesi | |||
BİKEM KANIK | Female | Member of the Board | Economist | 03/06/2021 | Non-Executive | Yönetim Kurulu Üyesi | Orbit Consulting'de İcra Kurulu Üyeliği | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1129959 | Considered | No | Kurumsal Yönetim Komitesi Başkanı, Riskin Erken Saptanması Komitesi Başkanı, Denetimden Sorumlu Komite Üyesi, Aday Gösterme ve Ücret Komitesi Üyesi, Etik Komitesi Başkanı | |||
MURAT TANRIÖVER | Male | Member of the Board | Finance Professional | 28/04/2022 | Non-Executive | Yönetim Kurulu Üyesi | Yes | Dependent Member | Kurumsal Yönetim Komitesi Üyesi, Riskin Erken Saptanması Komitesi Üyesi,Aday Gösterme ve Ücret Komitesi Üyesi |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
39
|
|
Director average attendance rate at board meetings
|
%91
|
|
Whether the board uses an electronic portal to support its work or not
|
Evet (Yes)
|
|
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
|
In accordance with its working principles, the Board of Directors has not defined a specific time period for sending relevant information and documents to the members prior to the meeting. However, in accordance with the intensity and content of the agenda, information and documents are sent to all members within sufficient period of time
|
|
The name of the section on the corporate website that demonstrates information about the board charter
|
Investor Relations / Corporate Governance / Articles of Association
|
|
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
There are no policies and no restrictions.
|
|
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
Corporate Governance
|
|
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/tr /Bildirim/916222
|
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) | Burhanettin Koray TUNÇALP | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Bikem Kanık | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Bikem KANIK | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Burhanettin Koray TUNÇALP | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Murat TANRIÖVER | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Metin DEMİR | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Bikem KANIK | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Burhanettin Koray TUNÇALP | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Ömer ÜNSALAN | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Murat TANRIÖVER | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Diğer (Other) | Nomination & Remuneration Committee | Burhanettin Koray TUNÇALP | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Nomination & Remuneration Committee | Bikem KANIK | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Nomination & Remuneration Committee | Murat TANRIÖVER | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Ethics Committee | Bikem KANIK | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Ethics Committee | Burhanettin Koray TUNÇALP | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Ethics Committee | Sabahattin KARABAKIR | Hayır (No) | Yönetim kurulu üyesi değil (Not 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)
|
Corporate Governance / Committees
|
|
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)
|
Corporate Governance / Committees
|
|
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)
|
The duties of the nomination committee are fulfilled by the Corporate Governance Committee.
|
|
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)
|
Corporate Governance / Committees
|
|
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)
|
The duties of the Remuneration Committee are fulfilled by the Corporate Governance Committee
|
|
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)
|
Sustainability, from Management
|
|
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Investor Relations/ Corporate Governance/ 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)
|
Corporate Governance/ Financial Benefits Provided to Board Members and Senior Executives
|
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 | %100 | 5 | 5 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %75 | %50 | 4 | 4 |