1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
Investor Relations Department attended 11 investor conferences and roadshows in Turkey and abroad, and held over 200 teleconferences. At these events and meetings, the Company had contact with 330 investors and analysts from 114 local or international institutions.
|
|
1.2. Right to Obtain and Examine Information
|
||
The number of special audit request(s)
|
-
|
|
The number of special audit requests that were accepted at the General Shareholders' Meeting
|
-
|
|
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/1014146
|
|
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
yes
|
|
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 is 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)
|
There is no such transaction
|
|
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/1010434 , https://www.kap.org.tr/tr/Bildirim/1036815
|
|
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Corporate Governance - Policies and Ethics
|
|
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/680430
|
|
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
Article 10-e
|
|
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
According to the internal directive, press members, guests that have been invited by the management and other persons for whom the Meeting Chairman permits can attend the General Meetings
|
|
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.
|
-
|
|
The percentage of ownership of the largest shareholder
|
%9,06
|
|
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
|
Corporate Governance - Policies and Ethics
|
|
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.
|
-
|
|
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
|
-
|
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 |
27/04/2022 | 0 | %54,4 | %0,0000003 | %54,4 | Corporate Governance - General Assembly | Corporate Governance - General Assembly | - | 0 | https://www.kap.org.tr/en/Bildirim/1024262 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
Financial Reports and Presentations, Annual Report, Announcements, 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.
|
Corporate Governance - Shareholder Structure and Subsidiaries
|
|
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
|
Annual Report - Corporate Governance Section, Statements of Independence
|
|
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
|
Annual Report - Corporate Governance Section
|
|
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
|
Annual Report - Corporate Governance Section
|
|
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
|
Annual Report Corporate Governance - Legal Disclosures
|
|
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
|
Annual Report Corporate Governance - Legal Disclosures
|
|
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
|
There is no such case
|
|
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%
|
Annual Report Corporate Governance - Legal Disclosures
|
|
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
|
Annual Report Sustainability Section
|
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 and Ethics
|
|
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)
|
Ethics Board
|
|
The contact detail of the company alert mechanism
|
www.mavietikhat.com / www.maviethicsline.com / Tel: 0 212 979 70 09 (TR)
|
|
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
|
Internal regulation does not have a public link on company website
|
|
Corporate bodies where employees are actually represented
|
GoMavi, Masmavi, Management Forum, Marketing Direction, GoSeason meetings, GoWellness Work Group and Occupational Health and Safety Board
|
|
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
|
Within Mavi Succession Policy the Board of Directors approve the succession plan for top level management
|
|
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.
|
Corpoarte Governance - Policies and Ethics - Diversity and Inclusion 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.
|
Corpoarte Governance - Policies and Ethics - Mavi Code of Conduct, Human Rights Policy, Diversity and Inclusion Policy
|
|
The number of definitive convictions the company is subject to in relation to health and safety measures
|
-
|
|
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
Corporate Governance - Policies and 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.
|
https://www.mavi.com/sustainability
|
|
Any measures combating any kind of corruption including embezzlement and bribery
|
Corpoarte Governance - Policies and Ethics - Anti Bribery and Anti Corruption Policy
|
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
|
No delegation was made among the board members
|
|
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
4
|
|
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
|
Annual Report Corporate Governance Section
|
|
Name of the Chairman
|
Ragıp Ersin Akarlılar
|
|
Name of the CEO
|
Ahmet Cüneyt Yavuz
|
|
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
|
-
|
|
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/1016690
|
|
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
Corporate Governance/Policies and Ethics/Board Diversity Policy
|
|
The number and ratio of female directors within the Board of Directors
|
2 board members - 1/3
|
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 |
RAGIP ERSİN AKARLILAR | Male | Chairman of the Board | Businessman / Businesswoman | 12/01/1994 | Non-Executive | Mavi Jeans Inc (US)- Chairman, Mavi Germany-Supervisory Board Member, Mavi Canada- Company Secretary | - | No | 0 | A | Dependent Member | - | No | Riskin Erken Saptanması Komitesi, Kurumsal Yönetim Komitesi / Early Identification of Risks Committee, Corporate Governance Committee | ||
İBRAHİM TAMER HAŞİMOĞLU | Male | Vice Chairman of the Board | Economist | 17/07/2023 | Non-Executive | - | Board Member - Koç Group Companies, Kamil Yazıcı Management Consulting, Anadolu Group Companies, Board Members at Tüsiad and Hisar Education Foundation (HEV) | Yes | B | Independent Member | https://www.kap.org.tr/tr/Bildirim/1173559 | Considered | No | Audit Committee, Early Identification of Risks Committee | ||
FATMA ELİF AKARLILAR | Female | Member of the Board | Managing Director / Chief Executive | 12/01/1994 | Executive | Global Brand Director | - | No | 9,06 | A | Dependent Member | - | Not Considered | No | - | |
AHMET CÜNEYT YAVUZ | Male | Member of the Board | Managing Director / Chief Executive | 22/03/2017 | Executive | CEO, Mavi Netherlands- Board Member | Arzum Elektirkli Ev Aletleri Independent Board Member | No | 0 | A | Dependent Member | - | Not Considered | No | - | |
ZEYNEP YALIM UZUN | Female | Member of the Board | 31/05/2022 | Non-Executive | - | Doğanlar Mobilya Grubu?nda Bağımsız Yönetim Kurulu Üyesi | No | 0 | B | Independent Member | - | Considered | No | Kurumsal Yönetim Komitesi | ||
NEDİM NAHMİAS | Male | Member of the Board | Manager | 17/07/2023 | Non-Executive | - | Yemeksepeti (Delivery Hero) - COO (Chief Operating Officer) | No | 0 | B | Independent Member | https://www.kap.org.tr/tr/Bildirim/1173559 | Considered | No | Audit Committee |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
5
|
|
Director average attendance rate at board meetings
|
%100
|
|
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
|
5 working days
|
|
The name of the section on the corporate website that demonstrates information about the board charter
|
There is no public link available for the internal board charter document
|
|
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
There is no such policy
|
|
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
Annual Report Corporate Governance Section
|
|
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/tr/Bildirim/627118
|
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) | Tamer Haşimoğlu | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Nedim Nahmias | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Tamer Haşmoğlu | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Ragıp Ersin Akarlılar | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Bige İşcan Aksaray | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Zeynep Yalım Uzun | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ragıp Ersin Akarlılar | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Duygu İnceöz | 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)
|
Annual Report Corporate Governance Section
|
|
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)
|
Annual Report Corporate Governance Section
|
|
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)
|
Annual Report Corporate Governance Section
|
|
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)
|
Annual Report Corporate Governance Section
|
|
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)
|
Annual Report Corporate Governance Section
|
|
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)
|
Annual Report Corporate Governance Section
|
|
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Corporate Governance - Policies and Ethics
|
|
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)
|
Annual Report Corporate Governance Section
|
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 | 4 | 11 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %66,6 | %33,3 | 4 | 6 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %66,6 | %33,3 | 0 | 4 |