(*) 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, our Company did not organize any investor conferences. In total, 15 meetings were held with intermediary institutions and portfolio management companies.
1.2. Right to Obtain and Examine Information
The number of special audit request(s)
There were not any special audit requests.
The number of special audit requests that were accepted at the General Shareholders' Meeting
There were no special audit requests 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/tr/Bildirim/1287895
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
No, it is not presented.
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
No PDP announcement was made as there was no transaction within the scope 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 PDP announcement was made as there was no transaction within the scope of the relevant article.
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 transaction that would require an announcement within the scope of the relevant article.
The name of the section on the corporate website that demonstrates the donation policy of the company
Yatırımcı İlişkileri/Politikalar/Bağış ve Yardım Politikası
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved
The text determining the donation upper limit was corrected at the 2023 Ordinary General Assembly Meeting. The minutes, which state that the correction was approved by the general assembly, can be viewed at https://www.kap.org.tr/tr/Bildirim/1302085.
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
There is no provision in the articles of association that discusses the participation of stakeholders in the General Shareholders' Meeting.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
Company shareholders and their representatives, Board Members, General Manager, company auditor and personnel that undertook the necessary preperation participated in the General Shareholders' Meeting.
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.
In line with provision 16/C of the articles of association, Group A shareholders and their representatives who are present at the Ordinary and Extraordinary Shareholders' Meetings have 5 (five) voting rights for each share held whilst Group B shareholders and their representatives have 1 (one) vote for each share held.
The percentage of ownership of the largest shareholder
%29,34
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
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.
Dividend has been distributed.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends
Dividend has been distributed.
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
Şirket/Yatırımcı İlişkileri/Genel Kurul Bilgileri/Toplantı Tutanakları/Genel Kurullarda Sorulan Sorular ve Cevapları
-
0
https://www.kap.org.tr/tr/Bildirim/1302085
2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
Yatırımcı İlişkileri
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.
Yatırımcı İlişkileri/Sermaye ve Ortaklık Yapısı
List of languages for which the website is available
urkish & English (The section in the corporate website describing the Company is prepared in English in addition to Turkish)
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 regarding the external roles undertaken by the Company's Board Members is provided within the clause titled Yönetim Kurulunun Yapısı ve Oluşumu under the Kurumsal Yönetim section of the Company's 2024 annual report.
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 Information regarding committees under the Board of Directors is placed within the clause titled Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim section of the Company's 2024 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 meetings
This information was stated within the clause titled Yönetim Kurulu'nun Faaliyet Esasları under the Kurumsal Yönetim section of the Company's 2024 annual report.
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
This information is placed under the section of Diğer Hususlar in the Company's 2023 annual report.
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
This information is placed under the section of Hukuki Açıklamalar in the Company's 2023 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 interest
This information is placed under the Diğer Hususlar section of the 2023 annual report.
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 subsidiaries with a direct contribution to the capital exceeding 5%.
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
This information is placed under the Üst Yönetim ve Organizasyon and Sürdürülebilirlik ve Sosyal Sorumluluk sections of the 2024 annual report.
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
2
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
None
The contact detail of the company alert mechanism
https://www.tezol.com.tr/iletisim/
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
İş Sağlığı ve Güvenliği Kurulu
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 work in this field is ongoing.
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.
None
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.
None
The number of definitive convictions the company is subject to in relation to health and safety measures
4
3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics
Yatırımcı İlişkileri/Politikalar/Etik Kurallar
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.
There is no Corporate Social Responsibility Report on the Company website. However, a Sustainability Committee was established in 2022 in order to conduct studies in the field of Environmental, Social and Governance Issues as well as their implementation and monitoring.
Any measures combating any kind of corruption including embezzlement and bribery
All liabilities within the scope of the Anti-Corruption and Bribery Policy are fullfilled. Preventive and deterrent audits are undertaken within the context of audit activities helping to strengthen awareness for internal Company wide control and relevant measures.
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
No delegation was made among the board members.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
None
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
This information is placed under the İç Kontrol Sistemi ve İç Denetim Faaliyetleri Section of the 2024 annual report.
Name of the Chairman
Mehmet Ersin Tezol
Name of the CEO
Mehmet Ersin Tezol
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
ttps://www.kap.org.tr/tr/Bildirim/999047
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
None
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
Our evaluation in this field is ongoing.
The number and ratio of female directors within the Board of Directors
There are no women members in the Board of Directors.
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 ERSİN TEZOL
Male
Chairman of the Board
Businessman / Businesswoman
09/06/2021
Executive
Yönetim Kurulu Üyesi, Yönetim Kurulu Başkanı, CEO
Yönetim Kurulu Üyeliği
29.27
-
Dependent Member
SEMAVİ YORGANCILAR
Male
Deputy Chairman of the Board
Businessman / Businesswoman
09/06/2021
Non-Executive
-
Yönetim Kurulu Üyeliği
-
-
Independent Member
Riskin Erken Saptanması Komitesi başkanı ve Denetim Komitesi başkanı
REHA HAZNEDAROĞLU
Male
Member of the Board
Managing Director / Chief Executive
09/06/2021
Non-Executive
-
Yönetim Kurulu Üyesi
-
-
Independent Member
Denetim Komitesi üyesi ve Kurumsal Yönetim Komitesi başkanı
HALUK İSMET KÖYMEN
Male
Member of the Board
Lawyer
09/06/2021
Non-Executive
-
Avukat ve Yönetim Kurulu Üyesi
-
-
Dependent Member
Riskin Erken Saptanması Komitesi üyesi ve Kurumsal Yönetim Komitesi üyesi
CEM AKPINAR
Male
Member of the Board
Managing Director / Chief Executive
09/06/2021
Executive
Finans Direktörü, Yönetim Kurulu Üyesi
-
Yes
-
-
Dependent Member
4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period
30
Director average attendance rate at board meetings
%86
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
Despite the absence of a written rule, relevant information and documentation concerning matters placed on the Board agenda are presented to the Board members within sufficient time frame for their examination prior to the meeting.
The name of the section on the corporate website that demonstrates information about the board charter
Yatırımcı İlişkileri/ Esas Sözleşme
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
The information regarding Board committees is placed within the clause of Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim Section of the 2024 annual report.
Link(s) to the PDP announcement(s) with the board committee charters
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)
-
SEMAVİ YORGANCILAR
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
REHA HAZNEDAROĞLU
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
REHA HAZNEDAROĞLU
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
HALUK İSMET KÖYMEN
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
ZEYNEP ÖZYURT BALIKLI
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
SEMAVİ YORGANCILAR
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
HALUK İSMET KÖYMEN
Hayır (No)
Yönetim kurulu üyesi (Board member)
Diğer (Other)
Sürdürülebilirlik Komitesi
CEM AKPINAR
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Diğer (Other)
Sürdürülebilirlik Komitesi
AHMET ŞENYAŞA
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)
Sürdürülebilirlik Komitesi
SERAP HAZNEDAROĞLU
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)
Sürdürülebilirlik Komitesi
İSMET MISIR
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)
Sürdürülebilirlik Komitesi
BESİM KAPLAN
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)
Information is provided under the heading Yatırımcı İlişkileri/Yönetim Kurulu Komiteleri/ Denetimden Sorumlu Komite Çalışma Esasları on our corporate website. In addition, it is stated within the clause of Yönetim Kurulu Bünyesinde Oluşturulan Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim Section of the 2024 annual report.
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)
Information is provided under the heading Yatırımcı İlişkileri/Yönetim Kurulu Komiteleri/Kurumsal Yönetim Komitesi Çalışma Esasları on our corporate website. In addition, it is stated within the clause of Yönetim Kurulu Bünyesinde Oluşturulan Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim Section of the 2024 annual report.
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)
There is no separate Nomination Committee. The activities of the Nomination Committee are carried out by the Corporate Governance Committee. Information regarding this is provided under the heading Yatırımcı İlişkileri/Yönetim Kurulu Komiteleri/Kurumsal Yönetim Komitesi Çalışma Esasları on our corporate website. In addition, it is stated within the clause of Yönetim Kurulu Bünyesinde Oluşturulan Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim Section of the 2024 annual report.
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)
Information is provided under the heading Yatırımcı İlişkileri/Yönetim Kurulu Komiteleri/ Riskin Erken Saptanması Komitesi Çalışma Esasları on our corporate website. In addition, it is stated within the clause of Yönetim Kurulu Bünyesinde Oluşturulan Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim Section of the 2024 annual report.
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)
There is no separate Renumeration Committee. The activities of the Renumeration Committee are carried out by the Corporate Governance Committee. Information regarding this is provided under the heading Yatırımcı İlişkileri/Yönetim Kurulu Komiteleri/Kurumsal Yönetim Komitesi Çalışma Esasları on our corporate website. In addition, it is stated within the clause of Yönetim Kurulu Bünyesinde Oluşturulan Komitelerin Sayı, Yapı ve Bağımsızlığı under the Kurumsal Yönetim Section of the 2024 annual report.
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 is provided under the heading Financial Condition of the 2024 annual report.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
Yatırımcı İlişkileri/Politikalar/Ücret Politikası
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 is provided within the clause of Yönetim Kurulu Üyelerine ve İdari Sorumluluğu Bulunan Yöneticilere Sağlanan Mali Haklar under the Kurumsal Yönetim section of the 2024 annual report.
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)
-
67%
33%
5
5
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)