(*) 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.
HİTİT BİLGİSAYAR HİZMETLERİ A.Ş.
HTTBT
| 1.1. Facilitating the Exercise of Shareholders Rights | ||
|---|---|---|
| The number of investor meetings (conference, seminar/etc.) organised by the company during the year | During the year, a total of 235 meetings were held with investors and analysts over the phone, via video conference or face-to-face. |
| 1.2. Right to Obtain and Examine Information | ||
|---|---|---|
| The number of special audit request(s) | There was no request for the appointment of a special auditor during the period. | |
| 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/1264538 | |
| Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time | Yes | |
| 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 was no such transaction in 2024. | |
| 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 carried out within the scope of Article 9 during the year. | |
| 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) | https://www.kap.org.tr/en/Bildirim/1286687 | |
| The name of the section on the corporate website that demonstrates the donation policy of the company | Hitit.com Website /Investor Relations / Policies | |
| 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/1032274 | |
| 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 | Although there is no restriction on the participation of stakeholders in the General Assembly, the Company's employees attended the meeting as observers. |
| 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) and (B) Group shareholders have five voting rights for each share they hold, while (C) group shareholders have one voting right for each share they hold. | |
| The percentage of ownership of the largest shareholder | %36,82 |
| 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 | Hitit.com Website /Investor Relations / Policies / 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. | 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. By evaluating the conditions stipulated in our Company?s Dividend Distribution Policy; by taking into consideration the current economic conjuncture, the Company?s long-term strategies, cash flow, financing and investment policies, and the long-term interests of our shareholders and our Company, in order to strengthen the financial structure, the distributable profit for the 2023 accounting period will not be distributed and the amount remaining after the general legal reserves are set aside will be transferred to the retained earnings account | |
| 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/1277000 |
| 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 |
|---|---|---|---|---|---|---|---|---|---|
| 25/04/2024 | 0 | %80,00 | %37,00 | %43,00 | Corporate Gavernance /General Assambly | Corporate Gavernance /General Assambly | None | 0 | https://www.kap.org.tr/en/Bildirim/1277000 |
| 2.1. Corporate Website | ||
|---|---|---|
| Specify the name of the sections of the website providing the information requested by the Principle 2.1.1. | Specify the name of the sections of the website providing the information requested by the Principle 2.1.1. Hitit.com website / Investor Relations / Public Offering - Prospectus Hitit.com website / Investor Relations / Financial Information - Financial Reports, Annual Reports, Presentations, Webcasts Hitit.com website / Investor Relations / Corporate Governance - Articles of Association, Amendments to the Articles of Association, General Assembly Invitation, Information Document, List of Attendees, General Assembly Minutes, Committees Hitit.com website / Investor Relations / Company Information / Trade Registry Information - Board of Directors - Subsidiaries - Shareholding Structure, Privileged Share Information - Management Hitit.com website / Investor Relations / Policies Hitit.com website / Investor Relations / Sustainability Hitit.com website / Investor Relations / Frequently Asked Questions | |
| 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. | Corparate Governance / 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 | It is included in the Corporate Governance of the 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 | It is included in the Corporate Governance of the 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 | is included in the Corporate Governance - Statutory Disclosures section of the 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 | is included in the Corporate Governance - Statutory Disclosures section of the 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 | is included in the Corporate Governance - Statutory Disclosures section of the 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 | is included in the Corporate Governance - Statutory Disclosures section of the 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% | It is included in the Corporate Governance - Statutory Disclosures section of the annual report. | |
| 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 included in Human Capital and Our Projects for a Sustainable World sections of the 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 | Hitit.com Website /Investor Relations / Politicies / Compensation Policy | |
| The number of definitive convictions the company was subject to in relation to breach of employee rights | There is no final judgment against the company due to the violation of employee rights. | |
| The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism) | Ethics Committee | |
| The contact detail of the company alert mechanism | Ethical Principles Notification Lines: etik@hititcs.com; 0 212 276 1500 |
| 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 Company's work continues for key managerial positions (C-Level and above). | |
| 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. | 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. It is included in the Company's Ethical Principles under the title of Ethical Principles on the corporate website of the company." We do not discriminate on the basis of religion, language, race, ethnic origin, gender and sexual orientation in all human resources processes from recruitment to wage management." | |
| 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. | It is available in Hitit.com WebSite / Ethical Principles. In addition, it is specifically stated in the internal regulations regarding human resources: ?No discrimination is allowed in practices based on gender, age, religion, race, sect, social status, physical structure, ethnic origin, nationality, sexual orientation or any other personal characteristics.? | |
| 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 | Hitit.com Website / Ethical Principles | |
| 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. It is available on the corporate website of the company, in the " Our Projects for a Sustainable World" section of the annual report. | |
| Any measures combating any kind of corruption including embezzlement and bribery | It is included in the Company's Ethical Principles under the title of Ethical Principles on the corporate website of the company. |
| 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 | Chairman of the Board of Directors: Fatma Nur GÖKMAN, Vice Chairman of the Board of Directors: Dilek OVACIK. In accordance with the Board of Directors decision dated 25.04.2024 and numbered 2024/11, Fatma Nur GÖKMAN and Mahmut Barbaros KUBATOĞLU are authorized to represent the company in the broadest and unlimited way in all matters, with their JOINT signatures to be placed under the Company title or the Company stamp showing the Company title. | |
| 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 | It is presented in the Corporate Governance Section of the annual report. | |
| Name of the Chairman | Fatma Nur GÖKMAN | |
| Name of the CEO | Şükriye Nevra ONURSAL KARAAĞAÇ | |
| 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 | There is a manager's liability insurance for the damages that may be caused to the company by the faults of the members of the board of directors during their duties. It is included in the Corporate Governance - Statutory Disclosures section of the annual report. | |
| The name of the section on the corporate website that demonstrates current diversity policy targeting women directors | Hitit.com website / Investor Relations / Corporate Governance / Policies / Diversity, Equality, and Inclusion Policy | |
| The number and ratio of female directors within the Board of Directors | Number: 3 Ratio: %50 |
| 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FATMA NUR GÖKMAN | Female | Chairman of the Board | Businessman / Businesswoman | 12/11/2013 | Executive | Yönetim Kurulu Başkanı | - | No | 23.19 | A | Dependent Member | - | Not Considered | No | Kurumsal Yönetim Komitesi üyesi | |
| DİLEK OVACIK | Female | Vice Chairman of the Board | Businessman / Businesswoman | 12/11/2013 | Non-Executive | Yönetim Kurulu Üyesi | - | Yes | 4.79 | - | Dependent Member | Not Considered | No | Riskin Erken Saptanması Komitesi Üyesi | ||
| MAHMUT BARBAROS KUBATOĞLU | Male | Member of the Board | Engineer | 12/01/2018 | Executive | Yönetim Kurulu Üyesi | Pegasus Hava Taşımacılığı A.Ş. Şirketinde Genel Müdür Yardımcısı, Finans | Yes | - | B | Dependent Member | Not Considered | No | Komite görevi bulunmamaktadır | ||
| ALİ UZUN | Male | Member of the Board | Lawyer | 12/04/2023 | Non-Executive | Yönetim Kurulu Üyeliği | Pegasus Hava Taşımacılığı A.Ş. Şirketinde Başhukuk Müşaviri, Sürdürülebilirlik Lideri ve Genel Sekreter, IATA Hukuk Danışma Konseyi Başkanı ve Sağlık ve Eğitim Vakfı Mütevelli Heyeti üyesi | No | - | - | Dependent Member | Not Considered | No | Kurumsal Yönetim Komitesi Üyesi ve Sürdürülebilirlik Komitesi Başkanı | ||
| ALİYE SULTAN ALPTEKİN | Female | Member of the Board | Business and administration professionals | 02/01/2024 | Non-Executive | Danışman | - | No | - | - | Independent Member | Considered | No | Denetim Komitesi Başkanı ve Kurumsal Yönetim Komitesi Başkanı | ||
| TURGUT GÜRSOY | Male | Member of the Board | Engineer | 05/04/2022 | Non-Executive | - | Gsc Bilgi Teknolojileri Anonim Şirketi, GSC İleri Eğitim Teknolojileri Anonim Şirketi, Avez Elektronik İletişim Eğitim Danışmanlığı Ticaret Anonim Şirketi, Agito Bilgisayar Yazılım Ve Danışmanlık Hizmetleri Anonim Şirketi, Konak Bilişim Teknolojileri Kültürel Ürünler Ve Medya Tanıtım Hizmetleri Ticaret Anonim Şirketi Yönetim Kurulu Başkanı, Metamorfoz Bilişim Teknolojileri Sanayi Ve Ticaret Anonim Şirketi, Beyoğlu Gazozu İçecek Anonim Şirketi, Elektronik Bilgi Güvenliği Anonim Şirketi, Fta Bilişim Hizmetleri Anonim Şirketi, Cyberwise Siber Güvenlik Ticaret Anonim Şirketinde Yönetim Kurulu Üyesi | No | - | - | Independent Member | Considered | No | Denetim Komitesi Üyesi ve Riskin Erken Saptanması Komitesi Başkanı |
| 4.4. Meeting Procedures of the Board of Directors | ||
|---|---|---|
| Number of physical or electronic board meetings in the reporting period | 4 | |
| Director average attendance rate at board meetings | %100 | |
| Whether the board uses an electronic portal to support its work or not | Evet (Yes) | |
| Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter | 1 Week | |
| The name of the section on the corporate website that demonstrates information about the board charter | It is stated in Article 7 of the Articles of Association in the Investor Relations-Corporate Governance Section of the website. | |
| 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 | It is included in the Corporate Governance Section of the annual report. | |
| Link(s) to the PDP announcement(s) with the board committee charters | https://www.kap.org.tr/tr/Bildirim/1016081, https://hitit.com/investor-relations/corporate-management#committees |
| 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) | - | Aliye Sultan Alptekin | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
| Denetim Komitesi (Audit Committee) | - | Turgut Gürsoy | Hayır (No) | Yönetim kurulu üyesi (Board member) |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Aliye Sultan Alptekin | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Fatma Nur Gökman | Hayır (No) | Yönetim kurulu üyesi (Board member) |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Ali Uzun | Hayır (No) | Yönetim kurulu üyesi (Board member) |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Hülya Yıldırım | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Turgut Gürsoy | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Dilek Ovacık | Hayır (No) | Yönetim kurulu üyesi (Board member) |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Atilla Lise | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
| Diğer (Other) | Sustainability Committee | Ali uzun | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
| Diğer (Other) | Sustainability Committee | Şükriye Nevra Onursal Karaağaç | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
| Diğer (Other) | Sustainability Committee | Figen Dönder | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
| Diğer (Other) | Sustainability Committee | Gülbin Yılmaz | 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 included in the Corporate Governance Section of the 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) | It is included in the Corporate Governance Section of the 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) | It is included in the Corporate Governance Section of the 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) | It is included in the Corporate Governance Section of the 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) | It is included in the Corporate Governance Section of the 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) | It is included in the Financial Indicators Sections of the annual report. | |
| Specify the section of website where remuneration policy for executive and non-executive directors are presented. | Hitit.com Website / Investor Relations / Policies / Remuneration Policy | |
| 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 presented in the Corporate Governance - Financial Benefits Provided to Members of the Board of Directors and Senior Executives section of the 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% | 4 | 4 |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | 75% | 25% | 5 | 12 |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | 66.6% | 33.3% | 4 | 6 |
| Diğer (Other) | Sustainability Committee | 50% | 0% | 3 | 1 |
