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
|
In 2023, Arçelik attended 10 investor conferences & roadshows in and outside of Turkey, also held 327 investor & analyst meetings and 4 investor webcasts relating to financial statements.
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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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-
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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-
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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/en/Bildirim/1115318
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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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Yes, it is 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
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There is no such transaction.
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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)
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There is no such transaction.
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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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The PDP link regarding common and continuous related party transactions can be found at:https://www.kap.org.tr/en/Bildirim/1114515
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The name of the section on the corporate website that demonstrates the donation policy of the company
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The upper limit for donations and grants is determined every year at the General Assembly and the related policy can be found at: https://www.arcelikglobal.com/en/company/investor-relations/policies/
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The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved
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https://www.kap.org.tr/en/Bildirim/1125695
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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
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14-a
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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General assembly meetings were held open to the public, including stakeholders and the media, without the right to speak.
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1.4. Voting Rights
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Whether the shares of the company have differential voting rights
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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
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%41,43
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|
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)
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If yes, specify the relevant provision of the articles of association.
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-
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1.6. Dividend Right
|
||
The name of the section on the corporate website that describes the dividend distribution policy
|
Company / Investor Relations / Policies / Dividend 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.
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Dividend has been distributed.
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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
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Dividend has been distributed.
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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 |
16/03/2023 | 0 | %74,62 | %0,003 | %74,62 | Company / Investor Relations / General Meeting / 16.03.2023 Ordinary General Meeting | No question within the scope of Corporate Governance Principle 1.3.5 has been received. | - | 0 | https://www.kap.org.tr/en/Bildirim/1125722 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
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Company / Investor Relations / Company Information, Financial Summary, Financial Reports & Presentations, Stock Information, Corporate Governance, Investor Event Calendar, Policies, Merger& Partial Demerger and Debt Securities Issuance
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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 / Company Information / Detailed shareholding structure of Arçelik A.Ş.
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List of languages for which the website is available
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Turkish & 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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It is included under the section of "Explanations on Corporate Governance" and "Other Informations".
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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
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Explanations on Corporate Governance / Number, Structure and Independence of the Committees Established by the Board of Directors
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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
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Explanations on Corporate Governance / Working Principles and Procedures of the Board of Directors
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|
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
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Explanations on Corporate Governance / Other Disclosures
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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
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Explanations on Corporate Governance / Other Disclosures
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|
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
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Explanations on Corporate Governance / Other Disclosures
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|
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%
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Explanations on Corporate Governance / Other Disclosures
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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
|
Explanations on Corporate Governance / Stakeholders
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3.1. Corporation’s Policy on Stakeholders
|
||
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
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Company/Policies/Compensation Policy
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|
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
0
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Global Compliance Manager and relevant compliance officer. According to Arçelik Global Business Ethics Principles Operations Policy, after a claim is reported, it should be reviewed immediately and the first analysis of the claims should be made by the relevant Compliance Officer. Where appropriate, the Compliance Officer should consult with the Global Compliance Manager to determine if an investigation is necessary and, if so, be part of the investigation team.
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The contact detail of the company alert mechanism
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https://www.arcelikglobal.com/en/company/about-us/global-code-of-conduct/ and www.ethicsline.net
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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
|
Company / Investor Relations / Corporate Governance / Corporate Governance Reports
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Corporate bodies where employees are actually represented
|
In our company, both unionized and non-unionized colleagues participate in the management with different methods and share their views. With the Employee Engagement Survey conducted every year, the opinion of each colleague is taken as an anonymous questionnaire in the form of open-ended responses. With various communication meetings, information about the company is shared with employees, dealers and other stakeholders and questions and comments of these stakeholders are taken
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|
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
|
A succession plan is created for all key management positions. This Succession Plan is finalized by submitting the approval of the Chairman of the Board of Directors following the approval of the CEO.
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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.
|
It is available on our corporate website with the title of Company/ Policies/ Declaration on Equality at Work. In addition, the issue of equal opportunity in recruitment is emphasized in the Global Code of Business Ethics. https://www.arcelikglobal.com/media/5510/1_global-code-of-conduct_.pdf
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|
Whether the company provides an employee stock ownership programme
|
Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
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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.
|
It is available on our corporate website with the title of Sustainability / InTouch / Areas / Diversity and Inclusion
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|
The number of definitive convictions the company is subject to in relation to health and safety measures
|
14
|
|
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
It is available on our corporate website with the title of Company/ Policies/ Global Code of Business Ethics. https://www.arcelikglobal.com/media/5510/1_global-code-of-conduct_.pdf
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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.
|
Sustainability /Reports and Presentations / Sustainability Report
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|
Any measures combating any kind of corruption including embezzlement and bribery
|
Principles related to the subject are included in the Global Code of Business Ethics.
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
27.12.2023
|
|
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 delegation was delegated among the board members.
|
|
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
4
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|
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
|
Explanations on Corporate Governance/ Risk Management and Internal Control Mechanism
|
|
Name of the Chairman
|
Rahmi M. Koç
|
|
Name of the CEO
|
Hakan H. Bulgurlu
|
|
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/en/Bildirim/1169437
|
|
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
Company / Policies / Board Diversity Policy
|
|
The number and ratio of female directors within the Board of Directors
|
2 (17%)
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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 |
MUSTAFA RAHMİ KOÇ | Male | Chairman of the Board | Businessman / Businesswoman | 16/03/1967 | Non-Executive | Chairman of the Board | Board Membership for Koç Group and non-Group Companies | Yes | 2,44 | Dependent Member | No | Chairman of the Executive Committee | ||||
MEHMET ÖMER KOÇ | Male | Deputy Chairman of the Board | Businessman / Businesswoman | 12/04/2005 | Non-Executive | Vice Chairman of Board of Directors | Board Membership for Koç Group Companies | Yes | Dependent Member | No | Executive Committee Member | |||||
SEMAHAT SEVİM ARSEL | Female | Member of the Board | Businessman / Businesswoman | 05/04/2006 | Non-Executive | Board Member | Board Membership for Koç Group Companies | Yes | 2,72 | Dependent Member | No | Executive Committee Member | ||||
YILDIRIM ALİ KOÇ | Male | Member of the Board | Businessman / Businesswoman | 25/03/2009 | Non-Executive | Board Member | Board Membership for Koç Group Companies | Yes | Dependent Member | No | Executive Committee Member | |||||
LEVENT ÇAKIROĞLU | Male | Member of the Board | Managing Director / Chief Executive | 25/03/2009 | Non-Executive | Board Member | Koç Holding A.Ş. CEO - Board Membership for Koç Group Companies | Yes | Dependent Member | No | Member of Corporate Governance Committee | |||||
ROBERT SONMAN | Male | Member of the Board | Businessman / Businesswoman | 15/04/1994 | Non-Executive | Board Member | Burla Group Chairman | Yes | Dependent Member | No | ||||||
FATİH KEMAL EBİÇLİOĞLU | Male | Member of the Board | Managing Director / Chief Executive | 23/03/2015 | Non-Executive | Board Member | Koç Holding A.Ş. Consumer Durables Group President | Yes | Dependent Member | No | Risk Management Committee Member | |||||
HAKAN HAMDİ BULGURLU | Male | Member of the Board | Managing Director / Chief Executive | 25/03/2016 | Executive | General Manager | Board Membership | Yes | Dependent Member | No | ||||||
KAMİL ÖMER BOZER | Male | Member of the Board | Managing Director / Chief Executive | 19/03/2018 | Non-Executive | Independent Board Member | Board Membership for Group and Non-Group Companies | Yes | Independent Member | https://www.kap.org.tr/en/Bildirim/911556 | Considered | No | Chairman of Audit Committee | |||
MÜZEYYEN MÜNİRE GÜLAY BARBAROSOĞLU | Female | Member of the Board | Academician | 19/03/2018 | Non-Executive | Independent Board Member | No | Independent Member | https://www.kap.org.tr/en/Bildirim/911556 | Considered | No | Chairman of Risk Management Committee | ||||
AHMET TURUL | Male | Member of the Board | Managing Director / Chief Executive | 19/03/2019 | Non-Executive | Independent Board Member | Board Membership for Non-Group Companies | Yes | Independent Member | https://www.kap.org.tr/en/Bildirim/911556 | Considered | No | Chairman of Corporate Governance Committee / Member of Audit Committee | |||
TUĞRUL FADILLIOĞLU | Male | Member of the Board | Managing Director / Chief Executive | 25/03/2020 | Non-Executive | Board Membership for Non-Group Companies | Yes | Independent Member | https://www.kap.org.tr/en/Bildirim/911556 | Considered | No |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
15
|
|
Director average attendance rate at board meetings
|
%95
|
|
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
|
In 7 days
|
|
The name of the section on the corporate website that demonstrates information about the board charter
|
Company / Reports & Presentations / 2023 Annual Reports
|
|
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
There is no determination in this direction.
|
|
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
Explanations on Corporate Governance / Number, Structure and Independence of the Committees Established by the Board of Directors
|
|
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/en/Bildirim/102277
|
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) | Kamil Ömer Bozer | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Ahmet Turul | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ahmet Turul | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Levent Çakıroğlu | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Özkan Çimen | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Müzeyyen Münire Gülay Barbarosoğlu | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | Fatih Kemal Ebiçlioğlu | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Diğer (Other) | Mustafa Rahmi Koç | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Diğer (Other) | Mehmet Ömer Koç | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Diğer (Other) | Semahat Sevim Arsel | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Diğer (Other) | Yıldırım Ali Koç | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Diğer (Other) | Caroline Nicole Koç | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Diğer (Other) | Aykut Ümit Taftalı | 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)
|
Explanations on Corporate Governance/ Board of Directors
|
|
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)
|
Explanations on Corporate Governance/ Board of Directors
|
|
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 activities of the Nomination Committee are carried out 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)
|
Explanations on Corporate Governance/ Board of Directors
|
|
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 activities of the Remuneration Committee are carried out 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)
|
Report of the Board of Directors and the Chairman's Message & Message from the General Manager
|
|
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Company / Investor Relations / Policies / Wage 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)
|
Explanations on Corporate Governance/ Financial Rights
|
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 | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %67 | %33 | 6 | 6 | |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | %100 | %100 | 6 | 6 | |
Diğer (Other) | Executive Committee | %100 | %0 | 12 | 12 |