(*) 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
80 physical and 56 virtual meetings were held.
1.2. Right to Obtain and Examine Information
The number of special audit request(s)
-
The number of special audit requests that were accepted at the General Shareholders' Meeting
-
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/1273129
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
-
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
https://www.alarkoyatirim.com.tr/en/investor-relations/corporate-governance/articles-of-association. pdf
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/en/Bildirim/1286374
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
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.
Dividend distribution made.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends
Dividend distribution made.
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
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.
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
nformation Regarding Members of the Board pages 5 Board of Directors - page 13
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
Assessment of The Operating Principles and Effectiveness of Committees of The Board of Directors - page 15
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
Operational Principles of the Board of Directors page 15
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
Additional Information Regarding Our Activities page 9
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
Annual Report of the Board of Directors - page 8
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%
Additional Information Regarding Our Activities page 9
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
Information About Human Resources - page 11, Human Resources Policy - page 17, Rules of Ethics and Social Responsibility page 17
3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
-
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)
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
-
Corporate bodies where employees are actually represented
-
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 plan is being conducted by 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 number of definitive convictions the company is subject to in relation to health and safety measures
-
3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics
http://www.alarkoyatirim.com.tr/index.php/en/ investor-relations/annual-reports/ Rules of Ethics and Social Responsibility
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.
http://www.alarkoyatirim.com.tr/index.php/en/ investor-relations/annual-reports/ Rules of Ethics and Social Responsibility
Any measures combating any kind of corruption including embezzlement and bribery
http://www.alarkoyatirim.com.tr/index.php/en/ investor-relations/annual-reports/ Risk Management and Internal Audit Mechanism
4.2. Activity of the Board of Directors
Date of the last board evaluation conducted
14.05.2024
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
-
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
2
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
Risk Management and Internal Audit Mechanism page 13
Name of the Chairman
Mehmet Ahkemoğlu
Name of the CEO
General Manager - Harun Hanne Moreno
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 name of the section on the corporate website that demonstrates current diversity policy targeting women directors
-
The number and ratio of female directors within the Board of Directors
3 - %42,86
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 AHKEMOĞLU
Male
Chairman of the Board
Economist
03/04/2009
Non-Executive
Board Member and Committee Member
Chief Financial Officer
Yes
0
None
Dependent Member
Corporate Governance Committee Member and Committee of Early Detection of Risk Member
HARUN HANNE MORENO
Male
Deputy Chairman of the Board
Industrial Engineer
29/03/2022
Executive
General Manager
Board Member
Yes
0
None.
Dependent Member
ÜMİT NURİ YILDIZ
Male
Member of the Board
Economist
08/07/2020
Non-Executive
Member of the Board and Comittee Member
Chief Executive Officer
Yes
0
None
Dependent Member
Committee of Early Detection of Risk Member
ALPASLAN SERPEN
Male
Member of the Board
Industrial Engineer
08/07/2020
Non-Executive
Member of the Board and Committee Member
Chief Strategy Officer
Yes
0
None
Dependent Member
Corporate Governance Committee Member and Committee of Early Detection of Risk Member
BEDRİYE BANU KÖKER
Female
Member of the Board
Economist
29/03/2022
Non-Executive
Committee Member
Manager
Yes
0
Yoktur
Independent Member
Considered
No
President of Corporate Governance Committee and President of Committee of Early Detection of Risk, President of Audit Committee
NESLİHAN TONBUL
Female
Member of the Board
Economist
03/04/2023
Non-Executive
Committee Member
Member of the Board, Academician
Yes
0
None
Independent Member
Considered
No
Audit Committee Member
NERGİS AYVAZ BUMEDİAN
Female
Member of the Board
Economist
14/05/2024
Non-Executive
-
General Manager, Member of the Board
Yes
0
None.
Independent Member
Considered
No
4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period
22
Director average attendance rate at board meetings
%100
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
3
The name of the section on the corporate website that demonstrates information about the board charter
http://www.alarkoyatirim.com.tr/index.php/en/investor-relations/annual-reports/Operational Principles of the Board of Directors
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
-
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented
Assessment of The Operating Principles and Effectiveness of Committees of The Board of Directors - page 15
Link(s) to the PDP announcement(s) with the board committee charters
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)
-
Bedriye Banu KÖKER
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
Neslihan TONBUL
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Bedriye Banu KÖKER
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Mehmet AHKEMOĞLU
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Alpaslan SERPEN
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Metin FRANKO
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Bedriye Banu KÖKER
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Ümit Nuri YILDIZ
Hayır (No)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Mehmet AHKEMOĞLU
Hayır (No)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Alpaslan SERPEN
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)
Annual Report / Assessment of The Operating Principles and Effectiveness of Committees of The Board of Directors - page 15
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)
Annual Report / Assessment of The Operating Principles and Effectiveness of Committees of The Board of Directors - page 15
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)
Corporate Govemance Committee carries out the duties of the Nomination 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)
Annual Report / Assessment of The Operating Principles and Effectiveness of Committees of The Board of Directors - page 15
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)
Corporate Govemance Committee carries out the duties of the Remuneration 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)
Annual Report of the Board of Directors page 8, General Information Regarding Our Activities page 9
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)
Financial Rights Granted to Board Members And Top Executives - page 11
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%
25%
3
3
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)