(*) 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
In 2024, the Company organized a total of 234 investor conferences and meetings (57 meetings at 9 roadshows, 21 meetings at 3 conferences ,156 investor and analyst meetings).
1.2. Right to Obtain and Examine Information
The number of special audit request(s)
None.
The number of special audit requests that were accepted at the General Shareholders' Meeting
None.
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/1274148
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
Materials for the General Shareholders' Meeting are provided both in English and Turkish at the same time.
The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9
There is no such transactions that are not approved by unanimous votes of present board members.
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 related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)
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 common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)
The name of the section on the corporate website that demonstrates the donation policy of the company
Investor Relations > Policies > Donations and Aids 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/1285481
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
Article 18 of the Articles of Association includes information regarding the General Assembly Meetings. Article 27 indicated that the Provisions of the Turkish Commercial Code, the Capital Markets Law, the capital markets legislation and other relevant legislation shall apply in respect of matters not covered by these Articles of Association.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
Representative from independent auditor, representative from ministry office, respresentative of legal consultant, and technical team participated in the General Assembly Meeting in 2023. There is no restriction on stakeholders' participation in General Assembly.
1.4. Voting Rights
Whether the shares of the company have differential voting rights
Evet (Yes)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
"Only on the matters listed on the Articles of Association Article 18 (""Qualified Matters Requiring Increased General Assembly Resolution Quorum""), the affirmative votes of the shareholders holding at least 85% (eighty five per cent) of the capital represented by the Class A shares shall be required. Each Class A and Class B shares have only one voting right. However, on the matters listed on the Articles of Association Article 18 (""Qualified Matters Requiring Increased General Assembly Resolution Quorum"") are Class A shares are evaluated as priviliged. There are 88,229,127 Class A shares in total. Lightyear Healthcare B.V. holds 53%, Sancak İnşaat Turizm Nakliyat ve Dış Ticaret A.Ş. holds 24%, Muharrem Usta holds 14%, Adem Elbaşı holds 5%, İzzet Usta holds 2%, Saliha Usta holds 1%, and Nurgül Dürüstkan Elbaşı holds 1% of Class A shares."
The percentage of ownership of the largest shareholder
%39,67
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.
None.
1.6. Dividend Right
The name of the section on the corporate website that describes the 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.
"Approval is suggested for the Profit Distribution offer made with March 25, 2024 dated decision of the Board of Directors. The offer in question is given as a written memorial, the memorial is determined as being suitable and read by the Meeting Chairman. Whereas; ?According to the Company's consolidated financial statements for the period between January 1, 2023- December 31, 2023, which were prepared and independently audited as per the Capital Markets Board's Communiqué on the ""Principles of Financial Reporting in Capital Markets"" (II-14.1), a Net Profit of TL 4,747,932,000.00 was recorded. As a result of the calculations made in accordance with the provisions of the Tax Procedure Law, Corporate Tax and Income Tax Laws, due to the deduction of the provision for the shares repurchased from the retained earnings, the accumulated losses are higher than the profit for the period. Therefore, there is no distributable net profit for the period. In order to maintain the Company's financial flexibility, the Net Distributable Profit of the fiscal year of 2023 will not be distributed, and will be transferred to the ""Retained Earnings"" account, and to submit this proposal for approval at the Ordinary General Assembly meeting for the year 2023.? Meeting Chairman presented the read offer for voting. As the result of the voting, the offer in question is accepted unanimously and it is decided not to distribute any profit. "
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends
https://www.kap.org.tr/en/Bildirim/1285481
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
27/09/2024
0
%78,61
%0,04
%78,57
Investor Relations > Corporate Governance > General Assembly > 2024
Investor Relations > Corporate Governance > General Assembly > 2024
None.
64
https://www.kap.org.tr/en/Bildirim/1338319
2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
Informations required by Corporate Govenance Principles numbered 2.1.1. are included in the Investor Relations section on Company website.
If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.
Investor Relations > MLP Care at a Glance > Shareholder Structure
List of languages for which the website is available
Turkish and English
2.2. Annual Report
The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members
"The information on the duties of the members of the board of directors and executives conducted out of the company - Corporate Governance Section > The Board of Directors; Declarations on independence of board members - Corporate Governance Section > Statements of Independence"
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
Corporate Governance Section > The Board of Directors > The Number, the Structure and the Independence of the Committees within the 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
Corporate Governance Section > The Board of Directors > Working Principles of the Board Of Directors
ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation
Other Information Related to Operating Activities > Other
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
Other Information Related to Operating Activities > Other
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
Other Information Related to Operating Activities > Other
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 is no cross ownership subsidiary.
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
Sustainability
3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
The number of definitive convictions the company was subject to in relation to breach of employee rights
213
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
Discipline Committee
The contact detail of the company alert mechanism
Etikihbar@mlpcare.com
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
There are many committees within the company whose responsibilities and authorities are defined in the Board, Council and Committee Manual. Both managers and employees can take part in these committees.
Corporate bodies where employees are actually represented
Management bodies that represents the employees are as follows: - Executive Committee -Discipline Committee -Academic and Ethics Committee -Organ and Tissue Transplantation Coordination Committee -Occupational Health and Safety Board -Quality Council -Drug Management Committee -Transfusion Committee -Infection Control Committee -Patient Safety Committee -Evaluation and Caring Committee -Patients Right and Satisfaction Committee -Education Committee -Facility Safety Committee -Radiation Safety Comittee
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 for the key management positions are prepared annually and are presented to the Board of Directors.
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.
Investor Relations > Corporate Governance > Policies > MLP Care Human Rights Policy
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.
Investor Relations > Corporate Governance > Policies > MLP Care Human Rights Policy
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
Investor Relations > Corporate Governance > Code of Ethics
The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.
" Information was provided under the Sustainability section of the Annual Report, published on our website."
Any measures combating any kind of corruption including embezzlement and bribery
"It is specified in the Company's Anti-Bribery and Anti-Corruption Policy. Investor Relations > Corporate Governance > Policies > Anti-Bribery and Anti-Corruption Policy"
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
There is no board member with specific delegated duties and authorities.
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
Information was provided under the Corporate Approach in the Sustainability section.
Name of the Chairman
Muharrem Usta
Name of the CEO
Muharrem Usta
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
As indicated in the Article 15.9.1. of IOC (Turkish version), Shareholder Agreement signed between Company's shareholders assigned the roles of the Chairman and Chief Executive Officer to Muharrem Usta. There is no PDP announcement other than IOC announcement on 25.01.2018 : https://www.kap.org.tr/tr/Bildirim/655665
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/1339311
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
Due to having ratio of 33% female directors in the Board, no additional information announced in the company website.
The number and ratio of female directors within the Board of Directors
The number of female directors within the Board of Directors is 2 (one of them is independent) out of 6 total Board of Directors. The ratio of female directors within the Board of Directors is 33%.
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
MUHARREM USTA
Male
Chairman of the Board
Managing Director / Chief Executive
28/12/2005
Executive
Chairman of the Board - CEO
Executive Positions in Various Companies
No
10.27
A ve B
Dependent Member
-
Not Considered
No
-
SULLIVAN B.V
Seymur Tarı
Male
Vice Chairman of the Board
Managing Director / Chief Executive
08/05/2014
Non-Executive
Vice Chairman of the Board
Senior Management Positions in Various Companies
Yes
-
A ve B
Dependent Member
-
Not Considered
No
-
HAYDAR SANCAK
Male
Member of the Board
Managing Director / Chief Executive
06/02/2006
Non-Executive
Member of the Board
Senior Management Positions in Various Companies
No
-
A and B
Dependent Member
-
Not Considered
No
-
ELINOR B.V
Hatice Hale Özsoy Bıyıklı
Female
Member of the Board
Managing Director / Chief Executive
08/05/2014
Non-Executive
Member of the Board
Senior Management Positions in Various Companies
Yes
-
A ve B
Dependent Member
-
Not Considered
No
Member of the Corporate Governance Committee - Member of the Early Detection of Risk Committee
TEMEL GÜZELOGLU
Male
Member of the Board
Managing Director / Chief Executive
13/05/2024
Non-Executive
-
Senior Management Positions in Various Companies
Yes
-
B
Independent Member
https://www.kap.org.tr/tr/Bildirim/1258660
Considered
No
Chairman of the Audit Committee - Member of the Corporate Governance Committee - Member of the Early Detection of Risk Committee
BETÜL EBRU EDİN
Female
Member of the Board
Managing Director / Chief Executive
13/05/2024
Non-Executive
-
Senior Management Positions in Various Companies
Yes
-
B
Independent Member
https://www.kap.org.tr/tr/Bildirim/1258660
Considered
No
Chairman of the Corporate Governance Committee - Chairman of the Early Detection of Risk Committee - Member of the Audit Committee
4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period
5
Director average attendance rate at board meetings
%100
Whether the board uses an electronic portal to support its work or not
Hayır (No)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
Even though the Board Charter does not include the number of minimum days ahead of the board meeting, in order to provide equal informatin flow all board members are provided information at reasonable days ahead of board meetings.
The name of the section on the corporate website that demonstrates information about the board charter
Article 14 of the Article of Association named Meetings of the Board of Directors, Meeting and Resolution Quorums demonstrates the relevant information. Section of The Articles of Association on the website: Investor Relations > Corporate Governance > Corporate Governance-More on Corporate Governance > Articles of Association
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
"There are no limits to external commitments of board members. However, this does not create neither any confict nor disruption of Board of Director duties in the Company. External commitments of Board Members announced in the company website: Investor Relations > Corporate Governance > Management and BOD > Board of Directors"
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented
Corporate Governance Section > The Board of Directors > The Number, the Structure and the Independence of the Committees within the Board Of Directors
Link(s) to the PDP announcement(s) with the board committee charters
Board committee charters are announced at Prospectus in April 30, 2021 with PDP announcement. PDP Announcement link: https://www.kap.org.tr/en/Bildirim/934146
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)
-
Temel Güzeloğlu
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
Betül Ebru Edin
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Betül Ebru Edin
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Temel Güzeloğlu
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Hatice Hale Özsoy Bıyıklı
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Deniz Can Yücel
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Betül Ebru Edin
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Temel Güzeloğlu
Hayır (No)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Hatice Hale Özsoy Bıyıklı
Hayır (No)
Yönetim kurulu üyesi (Board member)
Diğer (Other)
Nomination and Remuneration Committee
Betül Ebru Edin
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Diğer (Other)
Nomination and Remuneration Committee
Temel Güzeloğlu
Hayır (No)
Yönetim kurulu üyesi (Board member)
Diğer (Other)
Nomination and Remuneration Committee
Hatice Hale Özsoy Bıyıklı
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 website - Investor Relations > Corporate Governance > Management and BOD > Board Committees > MLP Care Audit Committee Charter Annual report -Corporate Governance Section > The Board of Directors > The Number, the Structure and the Independence of the Committees within the 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)
"Corporate website - Investor Relations > Corporate Governance > Management and BOD > Board Committees > MLP Care Corporate Governance Committee Charter Annual report -Corporate Governance Section > The Board of Directors > The Number, the Structure and the Independence of the Committees within the 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)
"Corporate website - Investor Relations > Corporate Governance > Management and BOD > Board Committees > MLP Care Nomination and Remuneration Committee Charter Annual report -Corporate Governance Section > The Board of Directors > The Number, the Structure and the Independence of the Committees within the Board of Directors"
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 website - Investor Relations > Corporate Governance > Management and BOD > Board Committees > MLP Care Early Detection of Risk Committee Charter Annual report -Corporate Governance Section > The Board of Directors > The Number, the Structure and the Independence of the Committees within the 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)
"Corporate website - Investor Relations > Corporate Governance > Management and BOD > Board Committees > MLP Care Nomination and Remuneration Committee Charter Annual report -Corporate Governance Section > The Board of Directors > The Number, the Structure and the Independence of the Committees within the Board of Directors"
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)
MLP Care in 2024
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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)
Other Information Related to Operating Activities > Compensation and Benefits Provided to Board Members and Senior Managers
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
5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
100%
50%
4
4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)