(*) The below list is based on the last 14 days’ notifications of the relevant year when only index/market/period is written, and on the basis of a 30 days period in other cases. For the searches for a wider period, please use “Detailed Search” page.
1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
Above 170
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/en/Bildirim/1254646
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
It is provided.
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 are no transactions that are not approved by the majority.
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.
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/en/Bildirim/1254648
The name of the section on the corporate website that demonstrates the donation policy of the company
The Upper limit for the donations are determined during the General Assembly each year.
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/en/Bildirim/1274723
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
Article 14 of the Articles of Association
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
General Assembly was open to the participation of stake holders
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.
There are no shares with voting privileges
The percentage of ownership of the largest shareholder
%37,86
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.
There are no decrees in the articles of association regarding the scope of minority rights.
1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy
In our company web-site https://www.tofas.com.tr /en/Pages/default.aspx under the "Investor Relations" tab, under the "Corporate Governance" section below the title " Corporate governance policies" https:// www.tofas.com.tr/en/ InvestorRelations/ CorporateGovernance/ Documents/ Dividend-Policy.pdf
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 decided to distribute dividends
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends
It was decided to distribute dividends
General Assembly Meetings
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
28/03/2024
0
%80,77
%0,00
%0,00
Corporate Web Site - Investor Relations - Corporate Governance - General Assembly Meetings
Corporate Web Site - Investor Relations - Corporate Governance - General Assembly Meetings
None
0
https://www.kap.org.tr/en/Bildirim/1124611
2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
In our company web-site https://www.tofas.com.tr /en/Pages/default.aspx under the ""Investor Relations"" tab, under the ""Corporate Governance"" section below the title "" Corporate governance policies"" https:// www.tofas.com.tr/en/ InvestorRelations/ CorporateGovernance/ Documents/ Disclosure-Policy.pdf
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.
In our company web-site https://www.tofas.com.tr /en/Pages/default.aspx under the "Investor Relations" tab, under the "Corporate Governance" section https:// www.tofas.com.tr/en/ InvestorRelations/ CorporateGovernance/ Pages/default.aspx
List of languages for which the website is available
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
Declaration of Corporate Governance Principles and Compliance Report " section under the title "Section V ? Board of Directors
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
Declaration of Corporate Governance Principles and Compliance Report" section under the title " Section V ? Board of Directors
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
Declaration of Corporate Governance Principles and Compliance Report" section under the title " Section V ? 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
"Information on the Capital Structure and Shareholding of the Company" section
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
"Information on the Capital Structure and Shareholding of the Company" section
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
Declaration of Corporate Governance Principles and Compliance Report" section under the title " Section I ? Declaration of Compliance with Corporate Governance Principles
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%
Declaration of Corporate Governance Principles and Compliance Report" section under the title " Section II ? Rights to Vote and Minority Rights
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
"Corporate Social Responsibility" 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
Company has been acting according to Labour Law number 4857
The number of definitive convictions the company was subject to in relation to breach of employee rights
This information is deemed as confidential and is not shared with the public.
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
Tofaş Ethical Board
The contact detail of the company alert mechanism
etikkurul@tofas.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
None
Corporate bodies where employees are actually represented
Various committees have been established to coordinate employee relations and employees also have representatives in each of these committees. However, no representative has been selected and/or assigned to coordinate relations directly with the employees except for the employee union relationships.
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
Succession plan formed all key management positions, following the approval of CEO, The Chairman gives final approval.
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.
"In its personnel recruitment and hiring practices Tofaş makes use of techniques such as personality inventorying, competency-based interviews, foreign language proficiency exams, technical interviews, role-requirement analyses, presentations, and reference checks that will help it make the best and most appropriate choices among candidates. In the conduct of its recruitment processes, Tofaş ensures that announcements concerning vacant positions are visible among all Koç Group companies through the group?s internal bulletin board system"
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.
All forms of discrimination be they based on language, race, gender, political affiliation, religious belief, or similar considerations are prohibited in the conduct of business and workplace relationships at Tofaş. Work agreements between the company and its employees may not incorporate any terms or conditions which, directly or indirectly, would subject an employee to prejudicial treatment on the grounds of gender or pregnancy at the time the agreement is entered into, while it is in effect, or when it is terminated except in cases where job-related risks, employee safety, or the requirements of law dictate otherwise. The principle of ?Equal Pay For Equal Work? applies to everyone and no employee may be paid more or less based on their gender.
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
Company Web Site - Sustainability -Policies - Code of Ethics, Anti-Bribery and Corruption 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.
Company Web Site - Sustainability
Any measures combating any kind of corruption including embezzlement and bribery
In the "Code of Ethics, Anti-Bribery and Corruption Policy" of the company: https:// www.tofas.com.tr/en/ Sustainability/Policies/ Pages/default.aspx
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
None
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
14
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
Early Detection of Risk and Risk Management Committee Studies Department
Name of the Chairman
ÖMER MEHMET KOÇ
Name of the CEO
CENGİZ EROLDU
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
It is 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
Although there is director liability insurance, the cost is below the mentioned rate.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
Unavailable
The number and ratio of female directors within the Board of Directors
1, %10
Board Members
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
MEHMET ÖMER KOÇ
Male
Chairman of the Board
Managing Director / Chief Executive
06/04/2016
Non-Executive
Chairman
Koç Holding A.Ş. Chairman
Yes
0.0389
A
Dependent Member
-
Not Considered
No
-
SAMİR CHERFAN
Male
Vice Chairman of the Board
Managing Director / Chief Executive
09/11/2021
Non-Executive
-
Groupe PSA Chief Operating Officer Middle East and Africa and Member of the Global Executive Committee.
Yes
0
D
Dependent Member
-
Not Considered
No
-
CENGİZ EROLDU
Male
Executive Director
Managing Director / Chief Executive
13/01/2015
Executive
CEO
na
Yes
0
D
Dependent Member
-
Not Considered
No
-
İLKER ERDEN
Male
Member of the Board
Managing Director / Chief Executive
04/03/2024
Non-Executive
-
Strategy and Business Development Coordinator of Koç Holding
Yes
0
A
Dependent Member
-
Not Considered
No
-
KENAN YILMAZ
Male
Member of the Board
Managing Director / Chief Executive
15/03/2022
Non-Executive
Board Member
Koç Holding Chief Legal and Compliance Officer
Yes
0
A
Dependent Member
-
Not Considered
No
-
SILVIA VERNETTI BLINA
Female
Member of the Board
Managing Director / Chief Executive
03/08/2023
Non-Executive
-
Stellantis Head of Global Corporate Ofiice
Yes
0
D
Dependent Member
-
Not Considered
No
Corporate Govarnance Committee (member)
GIORGIO FOSSATI
Male
Member of the Board
Managing Director / Chief Executive
18/02/2016
Non-Executive
Board Member
Fiat Chrysler Automobiles N.V. (FCA) Advisor & FCA EMEA Advisor
Yes
0
D
Dependent Member
-
Not Considered
No
Riskin Erken Saptanması ve Risk Yönetimi Komitesi-Üye
KUDRET ÖNEN
Male
Member of the Board
Managing Director / Chief Executive
04/03/2024
Non-Executive
-
-
No
0
-
Independent Member
https://www.kap.org.tr/tr/Bildirim/1254646
Considered
No
Denetim Komitesi Başkanı & Kurumsal Yönetim Komitesi - Üye & Riskin Erken Saptanması ve Risk Yönetim Komitesi Başkanı
GIANNI CODA
Male
Member of the Board
Managing Director / Chief Executive
04/03/2024
Non-Executive
-
-
Yes
0
-
Independent Member
https://www.kap.org.tr/tr/Bildirim/1254646
Considered
No
Denetim Komitesi - Üye & Kurumsal Yönetim Komitesi Başkanı & Riskin Erken Saptanması ve Risk Yönetim Komitesi - Üye
POLAT ŞEN
Male
Member of the Board
Managing Director / Chief Executive
24/07/2023
Non-Executive
-
Koç Holding CFO
Yes
0
A
Dependent Member
-
Not Considered
No
Riskin Erken Saptanması ve Risk Yönetim Komitesi - Üye & Kurumsal Yönetim Komitesi - Üye
4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period
In line with the Turkish Commercial Law and the related clauses of our Articles of Association, our Board of Directors convene physically when there is a necessity regarding the Company?s operations. During the reporting period, no physical meeting was held due to Covid-19, while the decisions could be taken in accordance with the procedure determined in the Turkish Commercial Code Article 390 - Subclause 4.
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
There is no description on the subject. The timing is based on subjects and continuum of the items on the agenda.
The name of the section on the corporate website that demonstrates information about the board charter
In the Articles of Association which can be found in Company Web Site - Investor Relations - Corporate governance policies
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
None
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented
"2018 Annual Report - Declaration of Corporate Governance Principles and Compliance Report - 5.3. Number, Structure and Independency of Committees Formed under the Board of Directors section"
Link(s) to the PDP announcement(s) with the board committee charters
Corporate Governance Committee: https:// www.kap.org.tr/tr/ Bildirim/220675 Audit Committee: https:// www.kap.org.tr/tr/ Bildirim/202214 Early Risk Detection and Risk Management Committee: https://www.kap.org.tr/tr /Bildirim/238875
Composition of Board Committees-I
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)
-
KUDRET ÖNEN
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
GIANNI CODA
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
GIANNI CODA
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
KUDRET ÖNEN
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
POLAT ŞEN
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
SILVIA VERNETTI BLINA
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
AHMET TAŞANGİL
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
KUDRET ÖNEN
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
GIANNI CODA
Hayır (No)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
POLAT ŞEN
Hayır (No)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
GIORGIO FOSSATI
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 Compliance Report, the Board of Directors 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)
Corporate Governance Compliance Report, the Board of Directors 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)
Duties are undertaken 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 Compliance Report, the Board of Directors 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)
Duties are undertaken 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)
Under the sections " Chairman's Message" and "CEO's Assessment"
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
Remuneratıon Policy for Top-Level Managers and Members of the Board of Directors
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)
Remuneratıon Policy for Top-Level Managers and Members of the Board of Directors
Composition of Board Committees-II
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
8
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
80%
40%
4
7
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)