(*) 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
The Company organized 1 analyst meeting, 4 conference calls and attended 1 institutional investor conference during 2024. As a result, the Company met 228 investors/analysts in 2024.
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/1285192
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
Yes, they are provided in English at the same time. https://www.kap.org.tr/en/Bildirim/1285192
The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9
There is no such transaction
The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)
There is no such transaction
The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)
There is no such transaction
The name of the section on the corporate website that demonstrates the donation policy of the company
Under Corporate Governance section of corporate web site. https://www.aksainvestorrelations.com/en/corporate-governance/donation-and-aid-policy/
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/938659
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
The participation of stakeholders in the General Assembly is governed by Article 14 of our Articles of Association.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
In addition to the shareholders, our employees also participated in the Ordinary General Assembly meeting for 2023.
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.
N/A
The percentage of ownership of the largest shareholder
%80,13
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
It is available under the Corporate Governance section on Aksa Enerji's Investor Relations website. https://www.aksainvestorrelations.com/en/corporate-governance/dividend-distribution-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.
-
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not 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
05/06/2024
0
%79,83
%0,18
%79,65
It is available under the General Assembly section on Aksa Enerji's Investor Relations website at www.aksainvestorrelations.com. https://www.aksainvestorrelations.com/en/general-assembly/
It is available under the General Assembly section on Aksa Enerji's Investor Relations website at www.aksainvestorrelations.com. https://www.aksainvestorrelations.com/en/general-assembly/
16
0
https://www.kap.org.tr/en/Bildirim/1301021
2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
All the information requested in Principle 2.1.1 is available under the Corporate Governance section on Aksa Enerji's Investor Relations website (www.aksainvestorrelations.com).
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.
The requested information is available under the About Aksa Enerji Üretim A.Ş. / Shareholding Structure section of Aksa Enerji's Investor Relations website (www.aksainvestorrelations.com).
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
The requested information is available in the Company's Management Body, Senior Executives, and Employee Information section, while the Independence Declarations can be found in the Corporate Governance 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 structure
The requested information is available in the Company's Management Body, Senior Executive, and Employee Information section
c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings
The requested information is available in the Company's Management Body, Senior Executive, and Employee Information section
ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation
The requested information is available in Risks and Evaluation of Management Body 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
The requested information is available in the Other 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
The requested information is available in the Corporate Governance 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%
There's no cross ownership mechanism.
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
The requested information is available in the Sustainability section.
3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
The requested information is available within the Remuneration Policy under the Corporate Governance section of Aksa Enerji's Investor Relations website (www.aksainvestorrelations.com). It can be accessed through the following link: https://www.aksainvestorrelations.com/en/corporate-governance/remuneration-policy/.
The number of definitive convictions the company was subject to in relation to breach of employee rights
4
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
Ethics Committe is composed of 1 Aksa Energy Board Member, 1 Group President/Vice President, HR Vice President, Legal Counsel and Audit Vice President
The contact detail of the company alert mechanism
etik@aksa.com.tr or 0 850 511 11 12 are Ethics Line. There are complaint and alert mailboxes in power plants and Head Office.
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
The requested information is available in the Articles of Association under the Corporate Governance section on Aksa Enerji's Investor Relations website (www.aksainvestorrelations.com).
Corporate bodies where employees are actually represented
All communication channels are open to employees in order to encourage their participation in Company management. In this respect, Health and Safety Committe, Ethics Committee, Sustainability Committe, Contact us platforms are all in place.
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 Board of Directors is building succession plans.
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 under the Human Resources section on Aksa Enerji's homepage. You can access it through the following link: https://www.aksaenerji.com.tr/en/human-resources/
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.
It is available under the Human Resources section on Aksa Enerji's homepage. You can access it through the following link: https://www.aksaenerji.com.tr/en/human-resources/
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
The requested information is available under the Corporate Governance/ Ethics Principles section of Aksa Enerji's Investor Relations website (www.aksainvestorrelations.com)
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.
The requested information is available under the Sustainability / Our Social Responsbility section on Aksa Energy's investor releations web site (www.aksainvestorrelations.com). Sustainability reports can be found in Reports section in the same menu
Any measures combating any kind of corruption including embezzlement and bribery
The requested information is available under the Corporate Governance/ Anti-Bribery and Corruption section of Aksa Enerji's Investor Relations website (www.aksainvestorrelations.com).
4.2. Activity of the Board of Directors
Date of the last board evaluation conducted
N/A
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
N/A
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
5
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
Audit Committee section
Name of the Chairman
Şaban Cemil Kazancı
Name of the CEO
Şaban Cemil Kazancı
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
https://www.kap.org.tr/en/Bildirim/776922
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/1365507
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
The requested information can be accessed under the Corporate Governance/Board of Directors Female Member Policy section of Aksa Enerji's Investor Relations website (www.aksainvestorrelations.com).
The number and ratio of female directors within the Board of Directors
Number: 2 Ratio: 25%
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
ŞABAN CEMİL KAZANCI
Male
Chairman of the Board
Businessman / Businesswoman
30/07/2019
Executive
Chairman
Kazancı Holding ve diğer Grup şirketlerinde Yönetim Kurulu Üyeliği
No
0.0008
A
Dependent Member
-
Chairman of the Executive Committee
AHMET SERDAR NİŞLİ
Male
Vice Chairman of the Board
Mechanical Engineer
30/07/2019
Executive
Vice Chairman
Diğer Grup şirketlerinde Yönetim Kurulu Üyeliği ve çeşitli yöneticilik görevleri
Yes
-
-
Dependent Member
-
Executive Committee Member
NACİ AĞBAL
Male
Vice Chairman of the Board
Business and administration professionals
19/07/2022
Executive
Vice Chairman
-
Yes
0
-
Dependent Member
-
No
Executive Committee Member
TÜLAY KAZANCI
Female
Member of the Board
Businessman / Businesswoman
02/05/2023
Non-Executive
Yönetim Kurulu Üyesi
Kazancı Holding ve diğer Grup şirketlerinde Yönetim Kurulu Üyeliği
No
0.0000000016
A
Dependent Member
ÖMER MUZAFFER BAKTIR
Male
Member of the Board
Mining Engineer / Metallurgist
30/07/2019
Non-Executive
Board Member
Kazancı Holding Board Member
Yes
-
-
Dependent Member
-
-
İLHAN HELVACI
Male
Member of the Board
Lawyer
30/07/2019
Non-Executive
Independent Board Member
Avukat - Av. Prof. Dr. İlhan Helvacı Hukuk Bürosu
No
-
-
Independent Member
https://www.kap.org.tr/tr/Bildirim/771214
Considered
No
Early Detection of Risk Committee Member
HALİT HAYDAR YILDIZ
Male
Member of the Board
Finance Professional
28/05/2021
Non-Executive
Independent Board Member
Türkiye Finans Yöneticileri Vakfı'nda Yönetim Kurulu Üyesi ve RD Global A.Ş.de İcra Kurulu Üyesi
Yes
-
-
Independent Member
https://www.kap.org.tr/tr/Bildirim/921556
Considered
No
Denetim Komitesi (Başkan), Riskin Erken Saptanması Komitesi (Başkan), Kurumsal Yönetim Komitesi (Üye)
İLKAY DEMİRDAĞ
Female
Member of the Board
Adviser
29/09/2023
Non-Executive
Independent Board Member
Avanea Asset Management Yönetim Kurulu Üyesi ve Sente Venture Venture Partner
Yes
-
-
Independent Member
https://www.kap.org.tr/tr/Bildirim/1198314
Considered
No
Denetim Komitesi (Üye), Kurumsal Yönetim Komitesi (Başkan)
4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period
6
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
7 days
The name of the section on the corporate website that demonstrates information about the board charter
The requested information is available under the Corporate Governance/Articles of Association section of Aksa Enerji's Investor Relations website (www.aksainvestorrelations.com).
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
There's no such limitation. However, it is ensured that Board Members allocate necessary time. Board Members' other duties outside of the Company are disclosed to the shareholders during Annual General Assembly.
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented
Company's Management Body, Senior Executives and Employees' Information
Link(s) to the PDP announcement(s) with the board committee charters
https://www.kap.org.tr/en/Bildirim/771167
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
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
İLKAY DEMİRDAĞ
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
HALİT HAYDAR YILDIZ
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
İLHAN HELVACI
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
CEVDET YALÇIN
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
PINAR SAATCIOĞLU
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
HALİT HAYDAR YILDIZ
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
İLHAN HELVACI
Hayır (No)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
HALİT HAYDAR YILDIZ
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
İLKAY DEMİRDAĞ
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)
Company's Management Body, Senior Executives and Employees' Information
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)
Company's Management Body, Senior Executives and Employees' Information
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)
Company's Management Body, Senior Executives and Employees' Information
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)
Company's Management Body, Senior Executives and Employees' Information
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)
Company's Management Body, Senior Executives and Employees' Information
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's Message
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
The requested information can be found under the Corporate Governance section of Aksa Enerji's Investor Relations website (www.aksainvestorrelations.com)
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)
Remuneration for Board Members and Senior Executives
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%
5
4
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
60%
60%
2
2
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)