(*) 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.
TAPDİ OKSİJEN ÖZEL SAĞLIK VE EĞİTİM HİZMETLERİ SANAYİ TİCARET A.Ş.
TNZTP
| 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) | - | 100% | 100% | They held 6 meetings in 2024. | 6 reports were presented in 2024. |
