(*) 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.
İHLAS HABER AJANSI A.Ş.
IHAAS
| 1.1. Facilitating the Exercise of Shareholders Rights | ||
|---|---|---|
| The number of investor meetings (conference, seminar/etc.) organised by the company during the year | None |
| 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/tr/Bildirim/1255636; https://www.kap.org.tr/tr/Bildirim/1291469 | |
| Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time | Documents related to General Assembly are not presented in English simultaneously with Turkish. | |
| 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) | - | |
| 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) | - | |
| The name of the section on the corporate website that demonstrates the donation policy of the company | Available at Investor Relations/Corporate Governance/Donation and Aid Policy section of the corporate website (www.ihlashaberajansi.com.tr) | |
| 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/1038206 | |
| The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting | None | |
| Identified stakeholder groups that participated in the General Shareholders' Meeting, if any | In addition to shareholders, a representative from the Independent Audit Firm attends the General Assembly 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. | İhlas Yayın Holding A.Ş. %75.00, İhlas Gazetecilik A.Ş. %25.00 | |
| The percentage of ownership of the largest shareholder | %49,22 |
| 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 | Available at Investor Relations / Corporate Governance / Profit Distribution Policy section of the corporate website (www.ihlashaberajansi.com.tr) | |
| 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. | https://www.ihlashaberajansi.com.tr/yatirimci-iliskileri/genel-kurul-bilgileri/toplanti-tutanaklari/ adresinde yer almaktadır. Available at https://www.ihlashaberajansi.com.tr/yatirimci-iliskileri/genel-kurul-bilgileri/toplanti-tutanaklari/# | |
| 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/tr/Bildirim/1300240 |
| 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 |
|---|---|---|---|---|---|---|---|---|---|
| 20/06/2024 | 0 | %65,63 | %0,00 | %65,63 | Investor Relations/General Assembly Information/Meeting Minutes | Investor Relations/General Assemly Information/Questions Asked at the General Assembly | - | 17 | https://www.kap.org.tr/tr/Bildirim/1300240 |
| 2.1. Corporate Website | ||
|---|---|---|
| Specify the name of the sections of the website providing the information requested by the Principle 2.1.1. | Available at Investor Relations section of the corporate website (www.ihlashaberajansi.com.tr) | |
| 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. | Available at Investor Relations / Partnership Structure section of the corporate website (www.ihlashaberajansi.com.tr) | |
| List of languages for which the website is available | The corporate website has been prepared in Turkish and partially in selected foreign languages according to need. |
| 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 | Information on Corporate Governance - Positions Held by Board Members Outside the Company - Independence Declarations of Independent 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 on Corporate Governance - Number, Structure, and Independence of Committees Established 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 | Information on Corporate Governance - Operating 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 | None | |
| 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 | Company Activities and Significant Developments Related to Activities / Section E | |
| 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 | None | |
| 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% | The company's capital does not involve any cross-shareholding relationships. | |
| 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 | None | |
| 3.1. Corporation's Policy on Stakeholders | ||
|---|---|---|
| The name of the section on the corporate website that demonstrates the employee remedy or severance policy | None | |
| The number of definitive convictions the company was subject to in relation to breach of employee rights | 1 | |
| The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism) | Corporate Governance Committee and Audit Committee | |
| The contact detail of the company alert mechanism | e-mail:kurumsal@iha.com.tr |
| 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 | None |
| 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 determination of executives to be appointed to key management positions is within the authority and responsibility of 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. | 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 | None |
| 3.5. Ethical Rules and Social Responsibility | ||
|---|---|---|
| The name of the section on the corporate website that demonstrates the 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. | - | |
| Any measures combating any kind of corruption including embezzlement and bribery | Maximum sensitivity is shown in combating all kinds of corruption, including corruption and bribery. |
| 4.2. Activity of the Board of Directors | ||
|---|---|---|
| Date of the last board evaluation conducted | - | |
| 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 | Chairman of the Board of Directors and General Manager- Hamit Arvas | |
| 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 | Information on Corporate Governance - Risk Management and Internal Control Mechanism | |
| Name of the Chairman | Hamit Arvas | |
| Name of the CEO | Hamit Arvas | |
| 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/tr/Bildirim/978599 | |
| 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 | None | |
| The number and ratio of female directors within the Board of Directors | None |
| 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| HAMİT ARVAS | Male | Chairman of the Board | Manager | 31/03/2021 | Executive | Chairman of the Board and General Manager | Board Membership at Group Companies | Yes | - | - | Dependent Member | |||||
| SAİT EKEN | Male | Deputy Chairman of the Board | Manager | 31/03/2021 | Non-Executive | Deputy Chairman of the Board | Board Membership and Manager at Group Companies | Yes | - | - | Dependent Member | Member of the Committee of Early Detection of Risk and Member of Corporate Governance Committee | ||||
| ABDULLAH TUĞCU | Male | Member of the Board | Manager | 31/03/2021 | Non-Executive | Member of the Board | Board Membership and Manager at Group Companies | Yes | - | - | Dependent Member | |||||
| BÜLENT GENÇAY | Male | Member of the Board | Manager | 19/04/2024 | Non-Executive | Member of the Board, Deputy General Manager Responsible for Finance and Financial Affairs | Board Membership and Manager at Group Companies | Yes | - | - | Dependent Member | |||||
| MEHMET İLKER GENÇ | Male | Member of the Board | Manager | 31/03/2021 | Non-Executive | Independent Board Membership | Independent Board Membership at Group Companies | Yes | - | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1255638 | Considered | No | Chairman of Corporate Governance Committee and Member of the Audit Committee | |
| MUSTAFA TANSU | Male | Member of the Board | Adviser | 31/03/2021 | Non-Executive | Independent Board Membership | Independent Board Membership at Group Companies | Yes | - | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1255638 | Considered | No | Chairman of Audit Committee and Chairman of the Committee of Early Detection of Risk |
| 4.4. Meeting Procedures of the Board of Directors | ||
|---|---|---|
| Number of physical or electronic board meetings in the reporting period | 58 | |
| Director average attendance rate at board meetings | %99 | |
| 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 | It is not defined for a specific period. Maximum effort is made to provide members with information and documents within a reasonable time before the meeting. | |
| The name of the section on the corporate website that demonstrates information about the board charter | - | |
| 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 | Information on Corporate Governance - Number, Structure, and Independence of Committees Established Within the Board of Directors | |
| Link(s) to the PDP announcement(s) with the board committee charters | https://www.kap.org.tr/tr/Bildirim/978597 |
| 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) | - | Mustafa Tansu | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
| Denetim Komitesi (Audit Committee) | - | Mehmet İlker Genç | Hayır (No) | Yönetim kurulu üyesi (Board member) |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Mehmet İlker Genç | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Sait Eken | Hayır (No) | Yönetim kurulu üyesi (Board member) |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Betül Üstün | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Mustafa Tansu | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Sait Eken | 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) | Available at Corporate/Audit Committee section of the corporate website (www.ihlashaberajansi.com.tr) | |
| 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) | Available at Corporate Governance Committee section of the corporate website (www.ihlashaberajansi.com.tr) | |
| 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 fulfilled 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) | Available at Corporate/Risk Early Detection Committee section of the corporate website (www.ihlashaberajansi.com.tr) | |
| 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 fulfilled 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) | Located in the annual report Company Activities and Significant Developments / Financial Situation section. | |
| Specify the section of website where remuneration policy for executive and non-executive directors are presented. | Available at Investor Relations / Corporate Governance / Remuneration Policy section of the corporate website (www.ihlashaberajansi.com.tr) | |
| 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) | In the annual report it is located in the Financial Rights section. |
| 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% | 33.33% | 6 | 6 |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | 100% | 50% | 6 | 6 |
