(*) 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.
ANADOLU ANONİM TÜRK SİGORTA ŞİRKETİ
ANSGR
| 1.1. Facilitating the Exercise of Shareholders Rights | ||
|---|---|---|
| The number of investor meetings (conference, seminar/etc.) organised by the company during the year | 26 |
| 1.2. Right to Obtain and Examine Information | ||
|---|---|---|
| The number of special audit request(s) | 0 | |
| The number of special audit requests that were accepted at the General Shareholders' Meeting | 0 |
| 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/1252850 | |
| Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time | Provided. | |
| 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 were no 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) | There are no related party transactions in the context of Article 9 of the Communiqué on Corporate Governance. | |
| 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 are no common and continuous transactions to be publicly disclosed in the context of Article 10 of the Communiqué on Corporate Governance. | |
| The name of the section on the corporate website that demonstrates the donation policy of the company | While our Company has Charitable Donations Guidelines, we do not have a Donations and Grants Policy, nor a section on our corporate website where the said is posted. | |
| The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved | There is no PDP disclosure about the subject. | |
| The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting | There are no provisions stipulating stakeholder participation in the General Assembly meetings in our articles of association. | |
| Identified stakeholder groups that participated in the General Shareholders' Meeting, if any | Some stakeholders such as the audit firm representative, rating company specialist and some company employees participated in the General Assembly meeting as observers within the knowledge of the Company. |
| 1.4. Voting Rights | ||
|---|---|---|
| Whether the shares of the company have differential voting rights | Hayır (No) | |
| In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares. | There are no privileged shares. | |
| The percentage of ownership of the largest shareholder | %57,31 |
| 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 | https:// www.anadolusigorta.com.tr /en/investor-relations/ corporate-governance | |
| 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. | With the Circular No. 2021/ 25 of the SEDDK, a limitation clause was introduced to limit the capital adequacy level to a level that would not reduce it below 135%. Since the capital adequacy level of our Company remained below 135%, dividend distribution was not made. Undistributed profit was added to capital reserves. | |
| 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/1128160 |
| 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 |
|---|---|---|---|---|---|---|---|---|---|
| 27/03/2024 | 0 | %69,52 | %0,00 | %100,00 | https://www.anadolusigorta.com.tr/en/investor-relations/general-assembly/ general-assembly-agenda-minutes-of-general-assembly-meetings-and-additional-information | https://www.anadolusigorta.com.tr/en/investor-relations/general-assembly/ general-assembly-agenda-minutes-of-general-assembly-meetings-and-additional-information | None | 0 | https://www.kap.org.tr/en/Bildirim/1252850 |
| 2.1. Corporate Website | ||
|---|---|---|
| Specify the name of the sections of the website providing the information requested by the Principle 2.1.1. | https://www.anadolusigorta.com.tr/en/investor-relations/stock-detail | |
| 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. | https://www.anadolusigorta.com.tr/en/investor-relations/about-anadolu-sigorta | |
| 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 | Board of Directors - Corporate Governance Compliance Report - Statements of Independence by Independent Members of the Board of Directors | |
| 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 | Committees Operating within the Scope of Corporate Governance at Anadolu Sigorta and an Assessment by 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 Board Meetings Held in 2024 Fiscal Year | |
| 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 | Developments and Changes in Legislation | |
| 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 | Financial Statements and Independent Auditor's Report / 42 - Risks | |
| 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 | Committees Operating within the Scope of Corporate Governance at Anadolu Sigorta And An Assessment By The Board Of Directors - An Assessment of the Operation of the Independent Audit Firm in 2023 Activity Period via the Audit Committee | |
| 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 are no cross-ownership relations. | |
| 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 | Human Resources Practices at Anadolu Sigorta - Commitment to Social Responsibility | |
| 3.1. Corporation's Policy on Stakeholders | ||
|---|---|---|
| The name of the section on the corporate website that demonstrates the employee remedy or severance policy | https://www.anadolusigorta.com.tr/en/investor-relations/corporate-govermance | |
| The number of definitive convictions the company was subject to in relation to breach of employee rights | There are 7 finalized files against the Company regarding labor rights and receivables in 2024. | |
| The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism) | Audit Committee | |
| The contact detail of the company alert mechanism | Notifications received via bilgi@anadolusigorta.com.tr are referred to the Audit Committee and the Internal Audit Department for investigation. |
| 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 | https://www.anadolusigorta.com.tr/en/hr-policies-and-practices | |
| Corporate bodies where employees are actually represented | The employees of our Company are members of the Bank, Finance and Insurance Workers Union ( Basisen) and there are union representative employees at the Head Office and Regional Branches. Our union representative employees play an important role in the handling of relations between our Company and our employees. |
| 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 Board of Directors is authorized to make appointments to key managerial positions. Additional work is undertaken by the Corporate Governance Committee. | |
| 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. | https://www.anadolusigorta.com.tr/en/investor-relations/corporate-govermance | |
| 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. | https://www.anadolusigorta.com.tr/en/investor-relations/corporate-govermance Measures are taken to prevent discrimination among our employees on the basis of race, religion, language or sex, to ensure that human rights are respected, and to safeguard the employees from internal physical, mental and/or emotional abuse. | |
| 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 | https://www.anadolusigorta.com.tr/en/investor-relations/corporate-govermance | |
| 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. | https://www.anadolusigorta.com.tr/en/media-social-responsibilities | |
| Any measures combating any kind of corruption including embezzlement and bribery | Audit Committee, Internal Audit Department, Risk Management Department and Internal Control and Compliance Department actively work on these matters. |
| 4.2. Activity of the Board of Directors | ||
|---|---|---|
| Date of the last board evaluation conducted | 28.02.2024 | |
| 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 | Füsun Tümsavaş ( Chairperson of the Board of Directors), Filiz Tiryakioğlu (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 | In 2024, the Internal Audit Department presented 12 reports. | |
| 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 | Internal Control System and Evaluation of the Governing Body | |
| Name of the Chairman | Füsun Tümsavaş | |
| Name of the CEO | Zekai Mehmet Tuğtan | |
| If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles | The functions of Chairman of the Board and the General Manager who is the chief executive officer are fulfilled by different individuals | |
| 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 | While there is an insurance policy for the group to which our Company belongs, no PDP notification was made about the same. | |
| 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 | 6 female directors / 67% |
| 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FÜSUN TÜMSAVAŞ | Female | Chairman of the Board | Banker | 29/04/2020 | Non-Executive | Chairperson | Türkiye İş Bankası A.Ş. Emeklileri Derneği Chairperson, TEMA, Türkiye Erozyonla Mücadele, Ağaçlandırma ve Doğal Varlıkları Koruma Vakfı Member of Board | Yes | 0 | - | Dependent Member | |||||
| FİLİZ TİRYAKİOĞLU | Female | Deputy Chairman of the Board | Managing Director / Chief Executive | 31/01/2023 | Non-Executive | Deputy Chief Executive / Vice Chairperson | None | Yes | 0 | - | Dependent Member | |||||
| ZEKAİ MEHMET TUĞTAN | Male | Member of the Board | Banker | 20/01/2023 | Executive | Member of Board- Chief Executive Officer | TSB Hayat Dışı Yönetim Komitesi Üyesi | Yes | 0 | - | Dependent Member | |||||
| GÖKHAN KAHRAMAN | Male | Member of the Board | Banker | 27/03/2023 | Non-Executive | Member of the Board | Türkiye İş Bankası A.Ş. Head of Retail Banking Sales Department, Türkiye İş Bankası A.Ş. Kıbrıs Ülke Kurulu Member of Board | Yes | 0 | - | Dependent Member | |||||
| ZELİHA GÖKER | Female | Member of the Board | Banker | 16/01/2024 | Non-Executive | Member of the Board | Anadolu Hayat Emeklilik A.Ş. Member of Board, Türkiye İş Bankası A.Ş. Subsidaries Unit Manager, Milli Reasürans T.A.Ş. Member of Board, Bayek Member of Board, Kültür Yayınları İş Türk A.Ş. Member of Board | Yes | 0 | - | Dependent Member | Corporate Governance Committee (Member) | ||||
| FERDA YERDELEN TATOĞLU | Female | Member of the Board | Academician | 27/03/2024 | Non-Executive | Member of the Board | Istanbul University Faculty of Economics Department of Econometrics Faculty Member / Istanbul University Open and Distance Education Faculty Departmen of Education Coordinator | Yes | 0 | - | Independent Member | Considered | Audit Committee (Chair) / Early Detection of Risk Committee (Member) | |||
| SEDA ERTAÇ GÜLER | Female | Member of the Board | Academician | 27/03/2024 | Non-Executive | Member of the Board | Koç University Department of Economics Faculty Member, Economic Science Association Member of Board, Science Academy Member | Yes | 0 | - | Independent Member | Considered | Early Detection of Risk Committee (Chair) / Audit Committee (Member) | |||
| NESİP İLKER ALTINTAŞ | Male | Member of the Board | Computer Engineer | 27/03/2024 | Non-Executive | Member of the Board | NIA Management and Technology Advisory Co-Founder, Sabancı Üniversitesi Yönetim Bilimleri Fakültesi MBA Member of Advisory Board, Veri ve Analitik Merkezi Member of Advisory Board ve ODTÜ Bilgisayar Mühendisliği Endüstri Member of Advisory Board | Yes | 0 | - | Independent Member | Considered | Corporate Governance Committee (Chair) | |||
| ÖZGE KÜLLAH KURTULUŞ | Female | Member of the Board | Banker | 26/03/2025 | Non-Executive | None | Türkiye İş Bankası A.Ş. Head of SME Marketing Division, İş Net Member of Board | Yes | 0 | - | Dependent Member |
| 4.4. Meeting Procedures of the Board of Directors | ||
|---|---|---|
| Number of physical or electronic board meetings in the reporting period | In 2024, the Board of Directors convened 12 times. | |
| Director average attendance rate at board meetings | %95,30 | |
| 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 | 4 | |
| The name of the section on the corporate website that demonstrates information about the board charter | Investor Relations/About Anadolu Sigorta/Anadolu Sigorta Articles of Incorporation | |
| 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 | Committees Operating within the Scope of Corporate Governance at Anadolu Sigorta and an Assessment by the Board of Directors | |
| Link(s) to the PDP announcement(s) with the board committee charters | https://www.kap.org.tr/tr/Bildirim/187240 https://www.kap.org.tr/tr/Bildirim/1263440 |
| 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) | - | Dr. Nesip İlker Altıntaş | Evet (Yes) | - |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Zeliha Göker | Hayır (No) | - |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Barış Hüseyin Şafak | Hayır (No) | - |
| Denetim Komitesi (Audit Committee) | - | Prof Dr. Ferda Yerdelen Tatoğlu | Evet (Yes) | - |
| Denetim Komitesi (Audit Committee) | - | Prof. Dr. Seda Ertaç Güler | Hayır (No) | - |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Prof. Dr. Seda Ertaç Güler | Evet (Yes) | - |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Prof Dr. Ferda Yerdelen Tatoğlu | Hayır (No) | - |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Soner Benli | Hayır (No) | - |
| 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) | https://www.anadolusigorta.com.tr/en/investor-relations/corporate-govermance | |
| 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) | https://www.anadolusigorta.com.tr/en/investor-relations/corporate-govermance | |
| 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) | https://www.anadolusigorta.com.tr/en/investor-relations/corporate-govermance | |
| 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) | https://www.anadolusigorta.com.tr/en/investor-relations/corporate-govermance | |
| 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) | https://www.anadolusigorta.com.tr/en/investor-relations/corporate-govermance |
| 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) | Summary Report by the Board of Directors / Message from the Chairman / Message from the CEO | |
| Specify the section of website where remuneration policy for executive and non-executive directors are presented. | Investor Relations/ Corporate Governance/ 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) | Financial Statements and Independent Auditor's Report / 1.6 - Wages and similar benefits provided to the senior management |
| 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% | 18 | 15 |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | 67% | 33% | 9 | 5 |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | 67% | 67% | 12 | 38 |
