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TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
TCELL
1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the yearIn 2024, Investor Relations Department attended 6 investor conferences and 3 roadshow meetings, organized 1 group meeting with asset management companies and 2 group meetings with analysts, conducted a total of 223 one-on-one meetings.
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' Meeting0
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/1268984
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same timeProvided in English as well.
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 1.3.9No transaction has been executed in the context of Principle 1.3.9
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)No related party transactions has been executed above the tresholds.
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)No related party transactions has been executed above the tresholds.
The name of the section on the corporate website that demonstrates the donation policy of the companyhttps://www.turkcell.com.tr/en/aboutus/investor-relations/corporate-governance/donation-policy
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approvedhttps://kap.org.tr/en/Bildirim/517918
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' MeetingNot available.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if anyNot available.
1.4. Voting Rights
Whether the shares of the company have differential voting rightsEvet (Yes)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.Please see AoA: Article 7.2. and 7.3. https://ffo3gv1cf3ir.merlincdn.net/SiteAssets/Hakkimizda/yatirimci-iliskileri/documents/pdf/TURKCELL-ANA-SOZLESME-ENG-13092023.pdf
The percentage of ownership of the largest shareholder%26,20
1.5. Minority Rights
Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the associationHayır (No)
If yes, specify the relevant provision of the articles of association.Not available.
1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy https://www.turkcell.com.tr/en/aboutus/investor-relations/corporate-governance/dividend-policy
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.Dividends are distributed in 2024.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividendsDividends are distributed in 2024.
General Assembly Meetings
General Meeting DateThe number of information requests received by the company regarding the clarification of the agenda of the General Shareholders' MeetingShareholder participation rate to the General Shareholders' MeetingPercentage of shares directly present at the GSMPercentage of shares represented by proxySpecify 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 againstSpecify the name of the page of the corporate website that contains all questions asked in the general assembly meeting and all responses to themThe number of the relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactionsThe number of declarations by insiders received by the board of directorsThe link to the related PDP general shareholder meeting notification
02/05/2024 0 %64,69 %0,61 %64,08 https://www.turkcell.com.tr/en/aboutus/investor-relations/corporate-governance/general-assembly-information https://ffo3gv1cf3ir.merlincdn.net/SiteAssets/Hakkimizda/yatirimci-iliskileri/documents/pdf/2023-GK-Minutes.pdf As the capital markets legislation imposes liability to report the related party transactions depending on the specified thresholds, this obligation is observed 0 https://www.kap.org.tr/en/Bildirim/1280793
2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.https://www.turkcell.com.tr/en/aboutus/investor-relations
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.https://www.turkcell.com.tr/en/aboutus/investor-relations/corporate-governance/shareholder-structure
List of languages for which the website is availableTurkish, English, Arabic (Partial) and Russian (Partial)
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 membersInformation provided in the Annual Report under Roles of Turkcell Board Members at Other Companies section.
b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structureInformation provided in our website under "Investor Relations>Corporate Governance>Board Committees" heading and in the Corporate Governance Information Filings under section 4 which is attached to our annual report.
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 meetingsInformation provided in the Corporate Governance Information Filings, which is attached to our annual report, under Section 4.
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 corporationInformation provided in the Annual Report under Our Companies and Sector Developments.
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 thereofInformation provided under note 20 of CMB report which is attached to our Annual Report.
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 interestInvesment consultancy services are not received. Measures taken for conflicts of interest in rating services are included in Financial Capital section.
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%Information provided under note 1 of CMB report which is attached to our Annual Report.
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 resultsInformation provided in the Annual Report under section Social Capital.
3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policyIt is not disclosed in the website of the Company.
The number of definitive convictions the company was subject to in relation to breach of employee rights2 receivables lawsuits have been partially accepted in our favor.
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)Ethics Committee
The contact detail of the company alert mechanismE-mail : ethicscommittee@turkcell.com.tr Address : Turkcell İletişim Hizmetleri A.Ş. Etik Kurulu Aydınevler Mah. İnönü Cad. No.20, Küçükyalı / İstanbul.
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 bodiesNot available.
Corporate bodies where employees are actually represented Not available.
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 Board of Directors, when necessary, get involved in the procees through Nomination Committee within the framework of the Committee's roles&responsibilities. https://ffo3gv1cf3ir.merlincdn.net/SiteAssets/Hakkimizda/yatirimci-iliskileri/documents/pdf/Nomination-Committe-Charter.pdf
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.Turkcell is an equal opportunity employer and considers all qualified applicants for employment regardless of disability, race, color, religion, gender, national origin, ethnicity, age, physical appearance or status, marital status, military service status. Hiring process is carried out by taking Equal Opportunities Policy into consideration under the responsibility of the HR Department. During the hiring process objective criteria such as; a. Being Turkish citizen or having work permit in Turkey b. Not to be deprived from civil rights c. Not to have a disease that will prevent him/her from working or pose a threat to the environment d. Not to be sentenced for an infamous crime e. Not under obligation of an involuntary servitude f. To have a graduate degree g. To have required skills determined specifically to the title and role (such as experience, field of graduation, certificate etc.) h. "Close Relatives" (Spouses, brothers/sisters, children, father, mother, uncle, maternal aunt, paternal aunt) of people working in Turkcell Group companies may not be employed in Turkcell Group Companies. Employees with no past experience are assessed within the special hiring programs such as GnçYtnk. External candidate applications are made through My Career www.turkcell.com.tr The link to the relevant section on equal opportunities on the corporate website is as follows (in Turkish): - https://www.turkcell.com.tr/tr/hakkimizda/insan-kaynaklari/firsat-esitligi-politikamiz The section containing the human resources policy including recruitment criteria; Information for all career opportunities, including positions and recruitment criteria, are publicly available at the link below(in Turkish): - https://kariyerim.turkcell.com.tr/kariyer-firsatlari
Whether the company provides an employee stock ownership programmePay 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.https://www.turkcell.com.tr/todiek/english.html
The number of definitive convictions the company is subject to in relation to health and safety measuresThere isn't any unfavorable final court decision of work accident cases.
3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethicshttps://www.turkcell.com.tr/todiek/english.html
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.turkcell.com.tr/en/aboutus/corporate-social-responsibility/sustainability
Any measures combating any kind of corruption including embezzlement and bribery For our Company it is essential to carry out its activities in a fair, honest, legal and ethical manner. Turkcell Group Anti-Bribery and Corruption ("ABC") Policy demonstrates and reflects our Company's Board of Director's commitment to the highest prevailing national and international anti-corruption and bribery standards. Turkcell expects the same degree of commitment from group companies as well. Within the main framework of the ABC Policy; in April 2018 Corporate Governance & ABC Program Office has been established and an ABC program which provides necessary risk based trainings and establishes internal communication, and takes necessary preventive measures to ensure compliance with the rules has been initiated. With the establishment of the ABC Office, direct and efficient channels have been designed to access the Board of Directors, its committees and Senior Management with respect to ABC compliance related matters. ABC Office is the first contact point so that values and processes set by the ABC Program to be understood well and set these in motion along with Company's dynamics. (Please see https://www.turkcell.com.tr/en/aboutus/investor-relations/corporate-governance/anti-bribery-and-corruption-policy to obtain more information on our ABC Policy). Starting from 1 January 2021, Corporate Governance & ABC Program Office continues its activities under the title of "Corporate Governance & Capital Markets Compliance Directorate" with the same direct reporting to board and autonomous structure.
4.2. Activity of the Board of Directors
Date of the last board evaluation conductedThe performance evaluation made with the coordination of Corporate Governance & Capital Markets Compliance unit is concluded in December 2024 upon Board Members' fulfillment of the evaluation forms.
Whether the board evaluation was externally facilitatedHayır (No)
Whether all board members released from their duties at the GSMEvet (Yes)
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such dutiesThere is no executive member within the Board of Directors.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board19
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 controlsInformation provided in the Annual Report under Efficient Risk and Crisis Management section.
Name of the ChairmanŞenol Kazancı
Name of the CEOPhD. Ali Taha Koç
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined rolesCEO and Chair functions are not combined.
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 capitalhttps://www.kap.org.tr/en/Bildirim/1381885
The name of the section on the corporate website that demonstrates current diversity policy targeting women directorsBoard of Directors Diversity Policy was adopted. https://ffo3gv1cf3ir.merlincdn.net/DeviceDocumentLibrary/bireysel/Diger/yonetim-kurulu-cesitlilik-politikasi-eng.pdf
The number and ratio of female directors within the Board of DirectorsThere are 2 members. Ratio to the total number of members is 22.22%
Board Members
Name-SurnameReal Person Acting on Behalf of Legal Person MemberGenderTitleProfessionThe First Election Date To BoardWhether Executive Director or NotPositions Held in the Company in the Last 5 YearsCurrent Positions Held Outside the CompanyWhether the Director has at Least 5 Years’ Experience on Audit, Accounting and/or Finance or notShare in Capital (%)The Share Group that the Board Member RepresentingIndependent Board Member or notLink To PDP Notification That Includes The Independency DeclarationWhether the Independent Director Considered By The Nomination CommitteeWhether She/He is the Director Who Ceased to Satisfy The Independence or NotCommittees Charged and Task
ŞENOL KAZANCI Male Chairman of the Board Lawyer 15/04/2021 Non-Executive - - No - A/B Dependent Member Candidate Nomination Committee Member, Compensation Committee Member, Strategy and Digitalization Committee Member
SERDAR ÇETİN Male Member of the Board Manager 16/06/2022 Non-Executive - Novator Partners LLP Şirket Ortağı - Purple Crest Investments LLP Partner Yes - - Independent Member https://www.kap.org.tr/en/Bildirim/1037312 Considered No Corporate Governance Committee Chairman, Audit Committee Member, Strategy and Digitalization Committee Member
NAİL OLPAK Male Member of the Board Mechanical Engineer 06/03/2020 Non-Executive - Pak Yatirim İnşaat Sanayi ve Ticaret A.Ş., Yönetim Kurulu Başkanı - Avrupa Otoyolu Yatirim ve İşletme A.Ş., Yönetim Kurulu Üyesi - Kmo Anadolu Otoyol İşletmesi A.Ş., Yönetim Kurulu Üyesi - Marmara Otoyolu Yatirim ve İşletme A.Ş., Yönetim Kurulu Üyesi - Marmara Otoyol İnşaati Adi Ortakliği Ticari İşletmesi, Yönetim Kurulu Üyesi - Krp Otoyol Inşaati Adi Ortakliği Ticari İşletmesi, Yönetim Kurulu Üyesi - Türk Eximbank A.Ş., Yönetim Kurulu Üyesi No - A/B Dependent Member Compensation Committee Member
FİGEN KILIÇ Female Member of the Board Electronics Engineer 29/01/2021 Non-Executive - TÜBİTAK TEYDEB BİLTEG Danışma Kurulu Üyesi - Teknopark İstanbul Yönetim Kurulu Üyesi - İstanbul Ticaret Odası Meclis Üyesi No - A/B Dependent Member Early Detection of Risk Committee Member
MELİKŞAH YASİN Male Member of the Board Academician 14/09/2023 Non-Executive - Faculty Member at Istanbul University Faculty of Law No - A/B Dependent Member Corporate Governance Committee Member, Candidate Nomination Committee Member
AYŞE NUR BAHÇEKAPILI Female Member of the Board Lawyer 14/09/2023 Non-Executive - - - A/B Dependent Member Early Detection of Risk Committee Member
SALİM ARDA ERMUT Male Member of the Board Managing Director / Chief Executive 02/05/2024 Non-Executive - Türkiye Varlık Fonu Genel Müdürü - Türkiye Varlık Fonu Yönetim Kurulu Üyesi - Türkiye Katılım Sigorta A.Ş. Yönetim Kurulu Üyesi - Türkiye Katılım Hayat A.Ş. Yönetim Kurulu Üyesi Yes - B Dependent Member
MEHMET NACİ İNCİ Male Member of the Board Academician 02/05/2024 Non-Executive - President of Boğaziçi University No - - Independent Member https://www.kap.org.tr/tr/Bildirim/1280793 Considered No Strategy and Digitalization Committee Chairman, Early Detection of Risk Committee Chairman, Audit Committee Member
İDRİS SARISOY Male Member of the Board Academician 02/05/2024 Non-Executive - Hazine ve Maliye Bakanlığı Vergi Konseyi Üyesi - Marmara Üniversitesi Siyasal Bilgiler Fakültesi, Siyaset Bilimi ve Kamu Yön. Bölümü Prof. Dr. Öğretim Üyesi - İlim Yayma Ödülleri Ödül Komisyonu Başkanı No - - Independent Member https://www.kap.org.tr/tr/Bildirim/1280793 Considered No Audit Committee Chairman, Candidate Nomination Committee Chairman, Compensation Committee Chairman
4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period7
Director average attendance rate at board meetings%100
Whether the board uses an electronic portal to support its work or notHayır (No)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charterWithin the framework of our actions to enhance Corporate Governance practices and improve the board of directors' access to information, the previous deadline of "5 days before the meeting" has been updated as "reasonable time"
The name of the section on the corporate website that demonstrates information about the board charterArticle 11 of the Company's Articles of Association and the Board of Directors' Internal Directive of Turkcell İletişim Hizmetleri Anonim Şirketi specify how the Board of Directors meetings will be conducted. https://ffo3gv1cf3ir.merlincdn.net/SiteAssets/Hakkimizda/yatirimci-iliskileri/documents/pdf/TURKCELL-ANA-SOZLESME-ENG-13092023.pdf https://s.turkcell.com.tr//SiteAssets/Hakkimizda/yatirimci-iliskileri/documents/pdf/bod-working-principles-v2.pdf
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directorsWe do not have such policy.
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presentedInformation provided in our website under "Investor Relations>Corporate Governance>Board Committees" heading and in the Corporate Governance Information Filings under section 4 which is attached to our annual report.
Link(s) to the PDP announcement(s) with the board committee chartershttps://www.kap.org.tr/en/Bildirim/1215095 https://www.kap.org.tr/en/Bildirim/1186832
Composition of Board Committees-I
Names Of The Board CommitteesName Of Committees Defined As "Other" In The First ColumnName-Surname of Committee MembersWhether Committee Chair Or NotWhether Board Member Or Not
Denetim Komitesi (Audit Committee) - Serdar Çetin Hayır (No) Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee) - Mehmet Naci İnci Hayır (No) Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee) - İdris Sarısoy Evet (Yes) Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee) - Serdar Çetin Evet (Yes) Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee) - Melikşah Yasin Hayır (No) Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee) - Özlem Yardım Hayır (No) Yönetim kurulu üyesi değil (Not board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee) - Emre Alpman Hayır (No) Yönetim kurulu üyesi değil (Not board member)
Aday Gösterme Komitesi (Nomination Committee) - İdris Sarısoy Evet (Yes) Yönetim kurulu üyesi (Board member)
Aday Gösterme Komitesi (Nomination Committee) - Şenol Kazancı Hayır (No) Yönetim kurulu üyesi (Board member)
Aday Gösterme Komitesi (Nomination Committee) - Melikşah Yasin Hayır (No) Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) - Mehmet Naci İnci Evet (Yes) Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) - Figen Kılıç Hayır (No) Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) - Ayşe Nur Bahçekapılı Hayır (No) Yönetim kurulu üyesi (Board member)
Ücret Komitesi (Remuneration Committee) - İdris Sarısoy Evet (Yes) Yönetim kurulu üyesi (Board member)
Ücret Komitesi (Remuneration Committee) - Şenol Kazancı Hayır (No) Yönetim kurulu üyesi (Board member)
Ücret Komitesi (Remuneration Committee) - Nail Olpak Hayır (No) Yönetim kurulu üyesi (Board member)
Diğer (Other) Strategy and Digitalization Commiittee Mehmet Naci İnci Evet (Yes) Yönetim kurulu üyesi (Board member)
Diğer (Other) Strategy and Digitalization Commiittee Şenol Kazancı Hayır (No) Yönetim kurulu üyesi (Board member)
Diğer (Other) Strategy and Digitalization Commiittee Serdar Çetin Hayır (No) Yönetim kurulu üyesi (Board member)
Diğer (Other) Strategy and Digitalization Commiittee Tolga Kılıç Hayır (No) Yönetim kurulu üyesi değil (Not board member)
Diğer (Other) Strategy and Digitalization Commiittee Mustafa Demirhan 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)Please see: https://www.turkcell. com.tr/en/aboutus/investor-relations/corporate-governance/ board-committees
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)Please see: https://www.turkcell. com.tr/en/aboutus/investor-relations/corporate-governance/ board-committees
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)Please see: https://www.turkcell. com.tr/en/aboutus/investor-relations/corporate-governance/ board-committees
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)Please see: https://www.turkcell. com.tr/en/aboutus/investor-relations/corporate-governance/ board-committees
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)Please see: https://www.turkcell. com.tr/en/aboutus/investor-relations/corporate-governance/ board-committees
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)Information provided in the Annual Report under Turkcell Group: 2024 Operational and Financial Review section.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.https://www.turkcell.com.tr/en/aboutus/investor-relations/corporate-governance/compensation-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)Information provided under note 37 of CMB report which is attached to our Annual Report.
Composition of Board Committees-II
Names Of The Board CommitteesName Of Committees Defined As "Other" In The First ColumnThe Percentage Of Non-executive DirectorsThe Percentage Of Independent Directors In The CommitteeThe Number Of Meetings Held In PersonThe Number Of Reports On Its Activities Submitted To The Board
Denetim Komitesi (Audit Committee) - 100% 100% 7 7
Kurumsal Yönetim Komitesi (Corporate Governance Committee) - 50% 25% 2 2
Aday Gösterme Komitesi (Nomination Committee) - 100% 33% 0 2
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) - 100% 33% 6 6
Ücret Komitesi (Remuneration Committee) - 100% 33% 2 2
Diğer (Other) Strategy and Digitalization Committee 60% 40% 3 2