(*) 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
Our company held an investor presentation meeting on November 27, 2024.
1.2. Right to Obtain and Examine Information
The number of special audit request(s)
No request for a special auditor was made.
The number of special audit requests that were accepted at the General Shareholders' Meeting
No request for a special auditor was made at the general assembly.
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/1295201
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
Not offered.
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 such transaction took place.
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 was no transaction that would fall within the scope of the Communiqué 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 was no transaction that would fall within the scope of the Communiqué articl
The name of the section on the corporate website that demonstrates the donation policy of the company
Investor Relations>Policies>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/tr/Bildirim/1150503
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
Article 11/a of the Articles of Association
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
The General Assembly was attended by the Company Partners and their representatives, Board Members, Company Auditor and the personnel who prepared the 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.
(A) group shareholders or their proxies present at the ordinary and extraordinary General Assembly meetings have 5 (five) votes for each share, and (B) group shareholders or their proxies have 1 (one) vote for each share.
The percentage of ownership of the largest shareholder
%46,18
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
Investor Relations>Policies>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.
The Profit Distribution Decision was taken at the General Assembly Meeting.
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
31/10/2024
0
%80,85
%72,26
%8,60
Investor Relations>General Assembly>Extraordinary General Assembly (31.10.2024)
Investor Relations>General Assembly>Extraordinary General Assembly (31.10.2024)
-
0
https://www.kap.org.tr/tr/Bildirim/1352272
2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
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.
Investor Relations>Board of Directors and Partnership 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
It is located under the title "ABOUT OUR BOARD MEMBERS".
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
Information is provided under the heading "BOARD COMMITTEES".
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
It is located under the heading "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
It is located under the heading "LEGAL EXPLANATIONS".
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
It is located under the heading "LEGAL EXPLANATIONS".
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
It is located under the heading "LEGAL EXPLANATIONS".
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-shareholding.
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
It is located under the heading "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
Investor Relations>Policies
The number of definitive convictions the company was subject to in relation to breach of employee rights
-
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
-
The contact detail of the company alert mechanism
-
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
It is not available.
Corporate bodies where employees are actually represented
It is 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
It is not available.
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>Policies
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>Policies
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>Policies
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.
It is not available.
Any measures combating any kind of corruption including embezzlement and bribery
All necessary obligations are fulfilled in this regard. Within the scope of audit activities, preventive and deterrent audits are carried out and help is provided to strengthen internal control awareness and measures.
4.2. Activity of the Board of Directors
Date of the last board evaluation conducted
It is not available.
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
The Board of Directors has appointed the Chairman, Vice Chairman and Board committee members among themselves. Accordingly, Mehmet Bülent Nuri BEKTUR has been elected as the Chairman of the Board of Directors and Tamer KANOĞLU has been elected as the Vice Chairman of the Board of Directors.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
It is not available.
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
-
Name of the Chairman
Mehmet Bülent Nuri BEKTUR
Name of the CEO
There is no General Manager position
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
-
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
The matter is being evaluated.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
None
The number and ratio of female directors within the Board of Directors
2 - %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
MEHMET BÜLENT NURİ BEKTUR
Male
Chairman of the Board
Medical Doctor
29/04/2005
Non-Executive
-
-
46.11
A ve B Grubu
Dependent Member
TAMER KÂNOĞLU
Male
Vice Chairman of the Board
Medical Doctor
29/04/2005
Non-Executive
-
-
5.99
A ve B Grubu
Dependent Member
HAKAN KOCAOĞLU
Male
Member of the Board
Medical Doctor
29/04/2005
Non-Executive
-
-
22.08
A ve B Grubu
Dependent Member
HANDE ŞENİZ BEKTUR
Female
Member of the Board
Medical Doctor
04/10/2019
Non-Executive
-
-
2.4
B Grubu
Dependent Member
EBGÜ SENEM DEMİRKAN
Female
Member of the Board
Business and administration professionals
11/05/2023
Non-Executive
-
Sermaye Piyasası danışmanı/Yönetim Kurulu Üyesi
Yes
-
-
Independent Member
https://www.kap.org.tr/tr/Bildirim/1138771
Denetimden Sorumlu Komite Başkanı, Riskin Erken Saptanması Komitesi Başkanı, Kurumsal Yönetim Komitesi Üyesi
ÖNER KABASAKAL
Male
Member of the Board
Senior Government Official
11/05/2023
Non-Executive
-
Mütevelli Heyeti Başkan vekili
-
-
Independent Member
https://www.kap.org.tr/tr/Bildirim/1138771
Kurumsal Yönetim Komitesi Başkanı, Denetimden Sorumlu Komite Üyesi, Riskin Erken Saptanması Komitesi Üyesi
4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period
33
Director average attendance rate at board meetings
%87
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
Although there is no written rule, in practice, information and documents related to the issues on the Board of Directors meeting agenda are presented to the Board members for review sufficient time before the meeting in order to ensure equal flow of information.
The name of the section on the corporate website that demonstrates information about the board charter
Investor Relations/IPO/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 limitations.
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented
It is located under the heading "BOARD COMMITTEES".
Link(s) to the PDP announcement(s) with the board committee charters
https://www.kap.org.tr/tr/Bildirim/1113579
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)
-
EBGÜ SENEM DEMİRKAN
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
ÖNER KABASAKAL
Hayır (No)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
EBGÜ SENEM DEMİRKAN
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
ÖNER KABASAKAL
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
ÖNER KABASAKAL
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
EBGÜ SENEM DEMİRKAN
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
BERKAY KARAAĞIL
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)
It is located under the heading "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)
It is located under the heading "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)
The duties of the Nomination Committee are carried out by the Corporate Governance Committee.
Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)
It is located under the heading "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)
The duties of the Remuneration Committee are carried out by the Corporate Governance Committee.
4.6. Financial Rights
Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)
It is located under the heading "LEGAL EXPLANATIONS".
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
Investor Relations>Policies
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)
It is located under the heading "LEGAL EXPLANATIONS".
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%
They held 5 meetings in 2024.
5 reports were presented in 2024.
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
100%
67%
They held 5 meetings in 2024.
5 reports were presented in 2024.
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)