1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
139
|
|
1.2. Right to Obtain and Examine Information
|
||
The number of special audit request(s)
|
No special request received
|
|
The number of special audit requests that were accepted at the General Shareholders' Meeting
|
No special request received
|
|
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/1166203
|
|
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
|
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
|
|
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/1150608
|
|
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/1150608
|
|
The name of the section on the corporate website that demonstrates the donation policy of the company
|
http://ulkerbiskuviinvestorrelations.com/en/corporate-governance/donations-and-charitable-contributions-policy.aspx
|
|
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/425780
|
|
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
25
|
|
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
There were no participation in the General Assembly held for 2022 except for the shareholders. The company's auditor, the company's board member and the director of financial affairs have been present.
|
|
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
|
%47,23
|
|
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
|
|
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 has been accepted in the General Assembly not to distribute dividend for 2022 to sustain the strong market leader position of Ülker Bisküvi, to create resources for more effective management of company's strong short and mid-term strategies taking also into consideration of the financial results of 31.12.2022 period
|
|
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/1158723
|
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 |
14/06/2023 | 0 | %61 | %0 | %10 | Investor Relations/general assembly | Investor Relations/general assembly | Investor Relations/general assembly | 125 | https://www.kap.org.tr/tr/Bildirim/1158723 |
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/ CORPORATE GOVERNANCE AND FINANCIAL OPERATIONAL INFO
|
|
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.
|
INVESTOR RELATIONS/ ABOUT ULKER/ Shareholder Structure
|
|
List of languages for which the website is available
|
TURKISH AND 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
|
INVESTOR RELATIONS/ FINANCIAL OPERATIONAL DATA/ANNUAL REPORTS
|
|
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
|
INVESTOR RELATIONS/ CORPORATE GOVERNANCE/BOARD 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
|
INVESTOR RELATIONS/ FINANCIAL OPERATIONAL DATA/ANNUAL REPORTS/ RULES OF CONDUCT OF THE BOARD OF DIRECTORS
|
|
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
|
INVESTOR RELATIONS/ FINANCIAL OPERATIONAL DATA/ANNUAL REPORTS/ OTHER ISSUES
|
|
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
|
INVESTOR RELATIONS/ FINANCIAL OPERATIONAL DATA/ANNUAL REPORTS/ OTHER ISSUES
|
|
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
|
INVESTOR RELATIONS/ FINANCIAL OPERATIONAL DATA/ANNUAL REPORTS/ OTHER ISSUES
|
|
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%
|
INVESTOR RELATIONS/ CORPORATE GOVERNANCE/RELATED PARTY TRANSACTIONS
|
|
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
|
INVESTOR RELATIONS/ SUSTAINABILITY
|
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
|
|
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
48
|
|
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Global Discipline and Ethics Committee
|
|
The contact detail of the company alert mechanism
|
etikbildirim@ulker.com.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
|
Investor Relations/ sustainability/2022 Sustainabilty report
|
|
Corporate bodies where employees are actually represented
|
Human Resources
|
|
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 role of the board on developing and ensuring that the company has a succession plan for the key management positions has defined by internal company policies
|
|
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.
|
Corporate Governance/ Policies and Sustainability/Human Rights Policy and Guiding Principles
|
|
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.
|
Corporate Governance/ Policies and Sustainability/Human Rights Policy and Guiding Principles
|
|
The number of definitive convictions the company is subject to in relation to health and safety measures
|
4
|
|
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/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.
|
Investor Relations/ Sustainabilty/2022 Sustainability Report
|
|
Any measures combating any kind of corruption including embezzlement and bribery
|
Corporate Governance/ Policies/Code of Ethics
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
31.12.2023
|
|
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 delegated duties and authorities, and descriptions of such duties
|
|
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
10
|
|
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
|
RISK MANAGEMET AND INTERNAL AUDIT
|
|
Name of the Chairman
|
AHMET BAL
|
|
Name of the CEO
|
METE BUYURGAN
|
|
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
|
-
|
|
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
CORPORATE GOVERNANCE >DIVERSITY POLICY
|
|
The number and ratio of female directors within the Board of Directors
|
2-%25
|
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 |
MURAT ÜLKER | Male | Member of the Board | Manager | 21/03/1989 | Non-Executive | Chairman of the Board | Chairman of the Board of Directors in Group Company | Yes | Dependent Member | Not Considered | No | |||||
MEHMET TÜTÜNCÜ | Male | Member of the Board | Managing Director / Chief Executive | 10/05/2011 | Executive | Board Member | Member of Board of Directors in Group Companies | Yes | Dependent Member | Not Considered | No | |||||
ALİ ÜLKER | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 05/12/2005 | Executive | Deputy Chairman of the Board | Member of the Board of Directors in Group Companies | Yes | Dependent Member | Not Considered | No | |||||
İBRAHİM TAŞKIN | Male | Member of the Board | Managing Director / Chief Executive | 14/06/2016 | Executive | Grup şirketlerinde yönetim kurulu üyeliği | Legal Affairs President - Member of the Board of Directors in Group Company | No | Dependent Member | Not Considered | No | |||||
FATMA PINAR ILGAZ | Female | Member of the Board | Managing Director / Chief Executive | 21/07/2020 | Non-Executive | Bağımsız Yönetim Kurulu üyeliği | 1.Argüden Yönetişim Akademisi- Yönetim Kurulu Başkan Yardımcısı 2.Özel Sektör Gönüllüleri Derneği- Yönetim Kurulu Başkan Yardımcısı 3.Yönetim Kurulunda Kadın Derneği? İşbirlikleri Komitesi Üyesi 4.TÜSİAD - Toplumsal Cinsiyet Eşitliği Çalışma Grubu Üyesi 5.WEPS (WOMEN EMPOWERMENT PRINCIPLES UN WOMEN) Çalışma Grubu Üyesi 6. Sok Marketler- Bağımsız Yönetim Kurulu Üyesi 7.AR-GE Danısmanlık-Yönetici Ortak | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/852149 | Considered | No | Kurumsal Yönetim Komitesi-Başkan | |||
AHMET BAL | Male | Chairman of the Board | Managing Director / Chief Executive | 21/07/2020 | Non-Executive | Bağımsız Yönetim Kurulu üyeliği | Sok Marketler Bağımsız Yönetim Kurulu Üyesi | Yes | Independent Member | https://www.kap.org.tr/tr/Bildirim/852149 | Considered | No | Denetim Komitesi Baskanı, Risk Komitesi (üye) | |||
METE BUYURGAN | Male | Executive Director | Businessman / Businesswoman | 21/07/2020 | Executive | Grup Şirketlerinde Yönetim Kurulu üyeliği ve başkanlığı | Grup Şirketlerinde Yönetim Kurulu üyeliği ve başkanlığı | Yes | Dependent Member | Not Considered | No | |||||
FÜSUN KURAN | Female | Member of the Board | Manager | 02/03/2022 | Non-Executive | - | İyi ki Vakfı ? Kurucu, ABC Deterjan Sanayi ? Bağımsız Yönetim Kurulu Üyesi | Yes | - | Independent Member | - | Considered | No | Denetim Komitesi - Risk Komitesi |
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
|
Evet (Yes)
|
|
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
|
7
|
|
The name of the section on the corporate website that demonstrates information about the board charter
|
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
|
-
|
|
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
INVESTOR RELATIONS/ BOARD OF DIRECTORS/ CORPORATE GOVERNANCE
|
|
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/tr /Bildirim/805221 & https ://www.kap.org.tr/tr/ Bildirim/538368
|
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) | - | AHMET BAL | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | FUSUN KURAN | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | FUSUN KURAN | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | AHMET BAL | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | VERDA BESTE TAŞAR | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | FATMA PINAR ILGAZ | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | AHMET BAL | 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)
|
CORPORATE GOVERNANCE/BOARD COMMITTEES/AUDIT COMMITTEE
|
|
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/BOARD COMMITTEES/ 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)
|
CORPORATE GOVERNANCE/BOARD COMMITTEES/ 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/BOARD COMMITTEES/RISK 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)
|
CORPORATE GOVERNANCE/BOARD COMMITTEES/ 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)
|
CHAIRMAN/CEO MESSAGE
|
|
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
CORPORATE GOVERNANCE/POLICIES
|
|
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)
|
INVESTOR RELATIONS/ FINANCIAL AND OPERATIONAL DATA/ FINANCIAL AND OPERATIONAL INFORMATION/FINANCIAL REPORT AND FOOTNOTES
|
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 | 4 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | %100 | %100 | 4 | 4 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | %100 | %66,7 | 6 | 6 |