(*) 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
Throughout the year, more than 150 meetings were conducted with investors and analysts via phone, video conferencing, or in-person.
1.2. Right to Obtain and Examine Information
The number of special audit request(s)
There were no requests 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/1294510
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
It is available on the Corporate Website of the Company (www.alfasolarenerji.com) under the Investor Relations/General Assembly section.
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)
There is no transaction of this nature.
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 of this nature.
The name of the section on the corporate website that demonstrates the donation policy of the company
https://www.alfasolarenerji.com/Investor Relations/Corporate Governance/Company Policies/Donations 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/1135716
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
The attendance to General Assembly meetings is regulated in Article 10 of our Articles of Association.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
The list of shareholders attending the general assembly is as provided in the link, including the Independent Auditor, Company Board Members, Ministry Representative, employees, and shareholders. https://www.kap.org.tr/en/Bildirim/1304741
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.
Each Class A privileged share grants its holder 5 (five) voting rights in the general assembly.
The percentage of ownership of the largest shareholder
%77
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.
There is no provision in our Articles of Association regarding the expansion of minority rights in terms of content and ratio.
1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy
https://www.alfasolarenerji.com/İnvestor Relations/Corporate Governance/Company 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.
A decision regarding the profit distribution for the fiscal year 2023 was made at the general assembly held on July 2, 2024.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends
It is not available.
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
02/07/2024
0
%78,70
%0,00
%78,70
https://www.alfasolarenerji.com/Investor Relations/General Assembly/Minutes of the Ordinary General Assembly Meeting for the Year 2023
https://www.alfasolarenerji.com/Investor Relations/General Assembly/Minutes of the Ordinary General Assembly Meeting for the Year 2023
15
0
https://www.kap.org.tr/en/Bildirim/1294510
2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
The relevant information can be accessed through the sections under the Investor Relations tab on the website http://www.alfasolarenerji.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.
There are no individual shareholders holding more than 5% of the shares.
List of languages for which the website is available
Turkish 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
2024 Integrated Activity Report/Corporate Governance/Board of Directors/Independence Declarations/Pages 199- 204
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
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
2024 Integrated Activity Report/Corporate Governance/Board of Directors Activities/Page 209
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
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
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
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 does not have any mutual investment relationship in its capital.
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
2024 Integrated Activity Report/Environmental Approach - Social Approach/Page 139-198
3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
A company policy regarding the protection of stakeholders' rights has not been established. However, stakeholders' rights are protected in accordance with the company's ethical rules, legislation, and mutual agreements.
The number of definitive convictions the company was subject to in relation to breach of employee rights
There is no finalized court ruling against the Company due to violations of employee rights during the year.
The position of the person responsible for the alert mechanism (i.e. whistleblowing 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
Company employees can submit their requests, wishes, and complaints to the management through a corporate portal. https://www.alfasolarenerji.com/ Investor Relations/Corporate Governance/Company Policies/Human Resources Policy
Corporate bodies where employees are actually represented
Human Resources Department, Sustainability Committee
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
Succession planning for key executive positions is conducted under the guidance 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.
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.
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.
The 2024 annual activity report has been published in an integrated manner with the sustainability report. The report includes measures taken by our company regarding social, environmental, and corporate governance aspects. https://www.alfasolarenerji.com/Investor Relations/Activity Reports
Any measures combating any kind of corruption including embezzlement and bribery
Company Ethical Rules have been established to combat all forms of corruption, including extortion and bribery. Necessary awareness and control activities in this regard are coordinated by the Human Resources and Internal Audit Departments.
4.2. Activity of the Board of Directors
Date of the last board evaluation conducted
The Board of Directors' performance evaluation has not been 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
None.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
1
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
2024 Integrated Activity Report/Corporate Governance/Assessment by the Board of Directors/Page 220
Name of the Chairman
Veysel Karabaş
Name of the CEO
Hüseyin Mertcan Karabaş
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
It's not the same person.
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
The company has a target for female representation on the Board of Directors, although there is no specific policy on this on the company's corporate website. The target for female board members is included in the activity report.
The number and ratio of female directors within the Board of Directors
0
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
VEYSEL KARABAŞ
Male
Chairman of the Board
Businessman / Businesswoman
18/05/2022
Executive
-
-
Yes
-
-
Dependent Member
HÜSEYİN MERTCAN KARABAŞ
Male
Vice Chairman of the Board
Managing Director / Chief Executive
18/05/2022
Executive
-
-
No
-
-
Dependent Member
FURKAN KARABAŞ
Male
Member of the Board
Managing Director / Chief Executive
18/05/2022
Executive
-
-
No
-
-
Dependent Member
AHMET OCAK
Male
Member of the Board
Engineer
18/05/2022
Non-Executive
-
-
No
-
-
Independent Member
YUNUS ESMER
Male
Member of the Board
Finance Professional
18/05/2022
Non-Executive
-
-
Yes
-
-
Independent Member
İSMAİL ŞAHİNER
Male
Member of the Board
Businessman / Businesswoman
19/08/2022
Non-Executive
-
-
No
-
-
Independent Member
MEHMET KARABAŞ
Male
Member of the Board
Mechanical Engineer
19/08/2022
Non-Executive
-
-
-
-
Dependent Member
4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period
18
Director average attendance rate at board meetings
%91
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
There is no specified written period for this. However, the Company management provides information and documents for review by the members a reasonable time before the meetings.
The name of the section on the corporate website that demonstrates information about the board charter
There is no written regulation outside the articles of association. In Article 11 of the articles of association, the manner of conducting the board meetings is specified. https://www.alfasolarenerji.com/ Investor Relations/Corporate Governance/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 is no policy restricting members from taking on other roles outside the company.
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented
Link(s) to the PDP announcement(s) with the board committee charters
https://www.kap.org.tr/tr/Bildirim/1119319
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
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Ahmet Ocak
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
İsmail Şahiner
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Nazlı Gül Aktaş
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Denetim Komitesi (Audit Committee)
-
Yunus Esmer
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
Ahmet Ocak
Hayır (No)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Yunus Esmer
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Ahmet Ocak
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)
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)
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)
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 Compensation 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)
2024 Integrated Annual Report/Financial and Operational Indicators/Pages 35-38
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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)
2024 Integrated Annual Report/Corporate Governance/Financial Benefits Provided to Board Members and Senior Executives/Page 210
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
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
66.67%
66.67%
1
1
Denetim Komitesi (Audit Committee)
-
100%
100%
2
2
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)