1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
0
|
|
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/1140976
|
|
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
No
|
|
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.
|
|
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/1103957 - https://www.kap.org.tr/tr/Bildirim/1121329 - https://www.kap.org.tr/tr/Bildirim/1133053 - https://www.kap.org.tr/tr/Bildirim/1182340 - https://www.kap.org.tr/tr/Bildirim/1188843 - https://www.kap.org.tr/tr/Bildirim/1219467
|
|
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/1182340
|
|
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Yatırımcı İlişkileri / Kurumsal Yönetim / Şirket Politikaları
|
|
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/348567
|
|
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
Participation of shareholders to general assembly is regulated in Article 7 of our Articles of Association. There is no provision in our articles of association, which states that the general assemblies may be conducted open to the public including stakeholders and media regardless of them having the right to speak in these assemblies.
|
|
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
Other than the shareholders, employees and officers, no stakeholders attended the general assembly meeting
|
|
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.
|
Shareholders were granted no privileges in terms of voting rights.
|
|
The percentage of ownership of the largest shareholder
|
%74,6
|
|
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.
|
Does not exist.
|
|
1.6. Dividend Right
|
||
The name of the section on the corporate website that describes the dividend distribution policy
|
Yatırımcı İlişkileri / Kurumsal Yönetim / Şirket Politikaları
|
|
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.
|
It was stated that the 6th item of the agenda was the voting on the proposal of the Board of Directors regarding the use of the 2022 profit, the dividend rate to be distributed and the profit distribution date, and Nazife Çakır read the proposal of the board of directors. Meeting Chairman; By the decision of the Board of Directors dated 25.04.2023; In line with both the global and national economic conditions we are in and our prudent approach to working capital management; From the net period profit of 246,894,668.00 TL resulting from the activities of 2022 in accordance with the Capital Markets Board ("CMB") regulations; Those who wish to speak about the proposal not to allocate general legal reserves due to the net period loss in the legal records stipulated in Article 519/1 of the Turkish Commercial Code No. 6102 and not to distribute dividends to the partners from the distributable net period profit in accordance with the CMB's regulations on profit distribution. He asked if it was possible and the proposal was put to vote. The proposal of the board of directors regarding not distributing profits was accepted by the majority of votes with a negative vote with a nominal value of 1 TL and an affirmative vote with a nominal value of 201,885,863.601 TL.
|
|
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/1153032
|
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 |
23/05/2023 | 0 | %74,77 | %0 | %74,76 | Yatırımcı İlişkileri / Kurumsal Yönetim / Genel Kurul | Yatırımcı İlişkileri / Kurumsal Yönetim / Genel Kurul | 14 | 0 | https://www.kap.org.tr/tr/Bildirim/1153032 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
About Company, FAQ, Investor Relations / Announcements, Financial Information, Corporate Governance
|
|
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.
|
About Company / Shareholder Structure
|
|
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
|
1. General Information / 7. Information About the BoD
|
|
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
|
1. General Information / 8. BoD 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
|
1. General Information / 7. Information About the BoD
|
|
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
|
1. General Information / 11. Legislation Changes that can affect the Company's operations significantly
|
|
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
|
4. Company Operations and Important Developments / 8. Lawsuits against the company thant can affect the company's operations and possible results
|
|
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
|
4. Company Operations and Important Developments / 16. Conflicts of interest between the company and the service providers on investment and rating and the related precautions 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%
|
4. Company Operations and Important Developments / 5. Information about the companys direct and indirect shareholders and their ratios
|
|
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
|
Sustainability Principles Compliance Framework
|
3.1. Corporation’s Policy on Stakeholders
|
||
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
|
The company does not have a compensation policy for the associates since legal legislation is followed.
|
|
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
12
|
|
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Senior Legal Counsel
|
|
The contact detail of the company alert mechanism
|
www.goodyear.ethicspoint.com
|
|
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
|
does not exist
|
|
Corporate bodies where employees are actually represented
|
Occupational Health and Safety Committees
|
|
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
|
As part of the Goodyear Organization and Talent Assessment process, meetings are held with each department regarding the development and succession plans of all employees, including relevant managers. In particular, the job performances of employees in key roles and their potential for possible new positions are reviewed and the developments of the relevant employees are closely monitored throughout the year. If deemed necessary, revisions are made in the plans. The management team monitors the realization of the actions planned within the framework of equal opportunity throughout the year, taking into account all functions.
|
|
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.
|
According to our recruitment procedure; All candidates are treated equally, equal opportunities are given and candidates go through the same evaluation process without discrimination. Goodyear Turkey, in no way legally selection and placement process of gender, race, disability, age, sexual orientation and religion / belief discrimination and not doing that is responsible for ensuring that any illegal discrimination. Recruitment criteria vary according to the requirements of the position.
|
|
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.
|
Investor Relations / Corporate Governance / Company Policies / Business Conduct Manual
|
|
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
|
Investor Relations / Corporate Governance / Company Policies / Business Conduct Manual
|
|
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.
|
The measures taken by the company on environmental, social and corporate governance issues are included in the Sustainability Principles Compliance Framework included in the annual report. Investor Relations / Financial Information / 2023 / Annual Report
|
|
Any measures combating any kind of corruption including embezzlement and bribery
|
All the precautions to prevent any fraudulent activities including but not limited to antitrust and anti-bribery has been provided within the Business Conduct Manual which is available on our website.
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
27.03.2024
|
|
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
|
No specific duties or responsibilities have been allocated to any of the board members.
|
|
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
5
|
|
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
|
4. Company Operations and Important Developments / 4. Company's Internal Control System and Internal audit and BoD's evaluation on that
|
|
Name of the Chairman
|
Mahmut Sarıoğlu
|
|
Name of the CEO
|
Marwa Atef Khairalla Abdelaziz Khairalla
|
|
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
|
https://www.kap.org.tr/Bildirim/1153077- https://www.kap.org.tr/Bildirim/1155958
|
|
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
|
Losses that may arise due to errors of board members and damages are insured and the insurance coverage is 10 million U.S. Dollars. Information about D&O liability insurance was not disclosed on Public Disclosure Platform.
|
|
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
does not exist
|
|
The number and ratio of female directors within the Board of Directors
|
3 - %50
|
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 |
MAHMUT SARIOĞLU | Male | Chairman of the Board | Electrical Engineer | 26/03/2015 | Non-Executive | Genel Müdür, Tüketici Lastikleri Direktörü, Ticari Lastikler Direktörü | Goodyear Gelişmekte Olan Pazarlardan Sorumlu Başkan Yardımcısı | 0 | - | Dependent Member | ||||||
BURCU GÜVENÇ DEMİRYONTAR | Female | Deputy Chairman of the Board | Finance Professional | 31/08/2020 | Executive | Finansal Kontrolör, Mali İşler Direktörü | - | 0 | - | Dependent Member | Riskin Erken Saptanması Komitesi Üyesi, Kurumsal Yönetim Komitesi Üyesi, | |||||
HÜSNİYE YILMAZ | Female | Member of the Board | Business and administration professionals | 30/06/2022 | Non-Executive | - | Goodyear EMEA İnsan Kaynaklarından Sorumlu Başkan Yardımcısı | 0 | - | Dependent Member | Kurumsal Yönetim Komitesi | |||||
FRANCOIS MARIE JEAN COLIN DE VERDIERE | Male | Member of the Board | Lawyer | 23/05/2023 | Non-Executive | Member of Board of Directors | Goodyear EMEA Associate General Counsel | Dependent Member | Member of Corporate Governance Committee | |||||||
MUZAFFER GÜLTEN ÖZSEVEN | Female | Member of the Board | Finance Professional | 23/05/2023 | Non-Executive | GE HealthCare, Healthcare Financial Services, Senior Vice President | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1130483 | Considered | No | Chairman of the Committee Responsible for Audit, Chairman of the Early Assessment of Risks Committee, Member of the Corporate Governance Committee | ||||
MUSTAFA TAYLAN BAYKUT | Male | Member of the Board | Finance Professional | 23/05/2023 | Non-Executive | Partner at Mazars Denge, LL.M. in International Tax Law | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/1130483 | Considered | No | Member of the Committee Responsible for Audit, Member of the Early Assessment of Risks Committee, Chairman of the Corporate Governance Committee |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
0
|
|
Director average attendance rate at board meetings
|
%96
|
|
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
|
3 days
|
|
The name of the section on the corporate website that demonstrates information about the board charter
|
Internal legislation on board meetings are not available on our website.
|
|
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
Our company does not have a policy that restricts board members from taking other 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
|
1. General Information / 7. Information about BoD
|
|
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/tr/Bildirim/404374 and https://www.kap.org.tr/tr/Bildirim/912017
|
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) | Muzaffer Gülten Özseven | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Mustafa Taylan Baykut | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Burcu Güvenç Demiryontar | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | François M.J. Colin De Verdiere | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Muzaffer Gülten Özseven | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Mustafa Taylan Baykut | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Nazife Çakır | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Burcu Güvenç Demiryontar | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Muzaffer Gülten Özseven | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Mustafa Taylan Baykut | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Hüsniye Yılmaz | 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)
|
1. General Information / 8. BoD Committees / 8.1. Committee Responsible for Audit
|
|
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)
|
1. General Information / 8. BoD Committees / 8.2. Corporate Governance Committee
|
|
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)
|
1. General Information / 8. BoD Committees / 8.2. 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)
|
1. General Information / 8. BoD Committees / 8.3. Early Assessment of Risks Committee
|
|
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)
|
1. General Information / 8. BoD Committees / 8.2. 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)
|
4. Company Operations and Important Developments
|
|
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Investor Relations / Corporate Governance / Company 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)
|
2. Remuneration provided to BoD, Top management and Employees
|
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 | 0 | 5 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %80 | %40 | 0 | 1 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %75 | %50 | 0 | 6 |