(*) 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
-
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/1278152
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
The call for General Assembly Meeting, Agenda of General Assembly, General Assembly Information Document and sample Letter of Proxy have been announced at PDP in English at the same time as the Turkish version, whereas the Minutes of the General Assembly Meeting has been uploaded to the corporate website as an English text as soon as possible after the announcement made in PDP.
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 transaction in this regard.
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 in this regard.
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/tr/Bildirim/1281000
The name of the section on the corporate website that demonstrates the donation policy of the company
Investor Relations / Eczacıbaşı Yatırım Holding / Corporate Governance / Company Policies / Donation 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/1021620
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
There is no such article of such nature in the articles of association. It is possible for those stakeholders who wish to do so to attend general assembly meetings with no right of taking the floor.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
Some of the Eczacıbaşı Group employees attended the General Assembly Meeting, where the activities for the year 2023 were discussed.
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.
-
The percentage of ownership of the largest shareholder
%81,57
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
Investor Relations / Eczacıbaşı Yatırım Holding / 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.
It was decided to distribute dividends.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends
It was decided to distribute dividends.
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
22/05/2024
0
%82,88
%0,06
%82,82
Investor Relations / Eczacıbaşı Yatırım Holding / General Assembly - General Assembly Minutes
Investor Rela-tions / Ec-zacıbaşı Yatırım Holding / General As-sembly - General As-sembly Minutes
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
Investor Relations / Eczacıbaşı Yatırım Holding/ Financial Information - Material Event Disclosures and Announcements - Corporate Governance - General Assembly - Frequently Asked Questions - Contact
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.
Investor Relations / Eczacıbaşı Yatırım Holding / About Us / Shareholding 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
Corporate Governance / Board of Directors and Independence Statements
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
Corporate Governance / 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
Corporate Governance / 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
There is no legislative change that may significantly affect the Company's activities Information is provided in the "Other Issues and Explanations" 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
There is no lawsuit brought against the company that may affect its financial position. Information is provided in the "Other Issues and Explanations" 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
No investment consultancy and rating service was procured. Information is provided in the "Other Issues and Explanations" 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%
Activities, Substantial Developments Related to Activities and Financial Status / Information on Affiliates and Financial Investments
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
Corporate Governance
3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
Although intra-company regulations do not a written compensation policy, compensation rights of beneficiaries are managed according to national and international legal norm.
The number of definitive convictions the company was subject to in relation to breach of employee rights
None.
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
Eczacıbaşı Group's internal regulations are not publicly available.
Corporate bodies where employees are actually represented
Our company does not have permanent employees, management services are outsourced.
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
Developing a succession plan for the key management positions is determined by the Human Resources Planning Board and monitored by Eczacıbaşı Group's Talents and Remuneration 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.
Gender and Equal Opportunity Policy is published at www.eczacibasi.com.tr Investor Relations / Eczacıbaşı Yatırım Holding / Corporate Governance / Company Policies / Gender and Equal Opportunity Policy, and the summary of the human resources policy of Eczacıbaşı Group covering hiring principles is published at www.eczacibasi.com.tr / Come Alive at Eczacıbaşı / Come Alive For Your Career.
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.
Eczacıbaşı Group's policy covering discrimination and mistreatments and the measures to prevent them is published at www.eczacibasi.com.tr/ Code of Conduct.
The number of definitive convictions the company is subject to in relation to health and safety measures
0
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.
The activities carried out for corporate social responsibility issues in Eczacıbaşı Group are published at www.eczacibasi.com.tr /For Our Future / Social Responsibility. In addition, Environmental, Social, Corporate Governance Policy is published on www.eczacibasi.com.tr Investor Relations / Eczacıbaşı Yatırım Holding / Corporate Governance / Company Policies / Environmental, Social, Corporate Governance Policy.
Any measures combating any kind of corruption including embezzlement and bribery
The measures taken by Eczacıbaşı Group for combating corruption are included in the Code of Conduct booklet and published at www.eczacibasi.com.tr / Code of Conduct.
4.2. Activity of the Board of Directors
Date of the last board evaluation conducted
26.02.2025
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
No delegation of authority has been made among the members of the Board of Directors.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
0
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 the company's internal control system and internal audit activities, and opinion of the managing body
Name of the Chairman
Ferit Bülent Eczacıbaşı
Name of the CEO
Ferit Erin
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
They are 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
Insurance was subscribed under the umbrella insurance of the Group and the sum insured is above 25% of the Company capital. Since it is covered by the Group's umbrella insurance, no PDP disclosure was made.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
There is no policy specific to increasing the ratio of female board members, information on the Gender and Equal Opportunity Policy is provided in www.eczacibasi.com.tr Investor Relations / Eczacıbaşı Yatırım Holding / Corporate Governance / Company Policies / Gender and Equal Opportunity Policy section.
The number and ratio of female directors within the Board of Directors
Number: 1; ratio: 16.67%
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
FERİT BÜLENT ECZACIBAŞI
Male
Chairman of the Board
Businessman / Businesswoman
15/04/1993
Non-Executive
Chairman of the Board
Eczacıbaşı Holding A.Ş. - Chairman of the Board of Directors Chairman of the Board of Presidents (Executive Board) of Eczacıbaşı Group Chairman of the Boards of Directors at companies of Eczacıbaşı Group
Yes
0
-
Dependent Member
-
Yoktur.
RAHMİ FARUK ECZACIBAŞI
Male
Vice Chairman of the Board
Businessman / Businesswoman
15/04/1996
Non-Executive
Vice Chairman of the Board
Eczacıbaşı Holding A.Ş. - Vice Chairman of the Board of Directors Vice Chairman of the Board of Presidents (Executive Board) of Eczacıbaşı Group Chairman and Vice-Chairman of the Boards of Directors at companies of Eczacıbaşı Group
Yes
0
-
Dependent Member
-
Yoktur.
FERİT ERİN
Male
Member of the Board
Managing Director / Chief Executive
31/12/2024
Executive
General Manager
Managing Director at companies of Eczacıbaşı Group
Yes
0
-
Dependent Member
-
Yoktur.
SİMHAN SAVAŞÇIN BAŞARAN
Female
Member of the Board
Lawyer
18/04/2022
Non-Executive
Member of the Board
-
No
0
-
Dependent Member
-
Corporate Governance Committee - Member / Committee of Early Detection of Risk - Member
NESİMİ ERTEN
Male
Member of the Board
Economist
11/04/2023
Non-Executive
Independent Member of the Board
-
Yes
0
-
Independent Member
https://www.kap.org.tr/tr/Bildirim/1123567
Considered
No
Audit Committee - President, Committee of Early Detection of Risk - President,
SERTAÇ MUSTAFA NİŞLİ
Male
Member of the Board
Engineer
22/05/2024
Non-Executive
-
-
No
0
-
Independent Member
https://www.kap.org.tr/tr/Bildirim/1278152
Considered
No
Corporate Governance Committee - President / Audit Committee - Member
4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period
Four physical meetings were held and the other 19 meeting resolutions have been passed by circulating among the attendees.
Director average attendance rate at board meetings
%97,37
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
Documents prepared in connection with agenda items are sent by the secretariat to members of the Board of Directors minimum three (3) business days before meeting date.
The name of the section on the corporate website that demonstrates information about the board charter
Investor Relations / Eczacıbaşı Yatırım Holding / Corporate Governance / Working 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
Although there is no such policy, members of the Board of Directors other than independent board members can take office at companies affiliated with Eczacıbaşı Group, however, as a principle, they may not take office outside the Group.
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented
Corporate Governance / Board of Directors
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)
-
Nesimi Erten
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
Sertaç Mustafa Nişli
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Sertaç Mustafa Nişli
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Simhan Savaşçın Başa-ran
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Zeynep Serttepe
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Nesimi Erten
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Simhan Savaşçın Başaran
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)
No separate nomination committee was established in accordance with article 4.5.1 of the Communiqué number II.171. The duties of the nom-ination committee are fulfilled by the corporate governance committee. Described under the titles of the Annual Report / Corporate Governance/ Board of Directors/ 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)
Annual Report / Corporate Governance / Board of Directors / Committee of Early Detection of Risk
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)
No separate compensation committee was established in accordance with article 4.5.1 of the Communiqué number II.171. The duties of this committee are fulfilled by the corporate governance committee. Described under the titles of the Annual Report / Corporate Governance/ Board of Directors/ 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)
Activities, Substantial Developments Related To Activities And Financial Position
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)
Corporate Governance / Benefits Provided to Members of the Board of Directors and Senior Executives
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
11
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
67%
33%
3
6
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)