(*) 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.
GÖLTAŞ GÖLLER BÖLGESİ ÇİMENTO SANAYİ VE TİCARET A.Ş.
GOLTS
1.1. Facilitating the Exercise of Shareholders Rights | ||
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The number of investor meetings (conference, seminar/etc.) organised by the company during the year | None. |
1.2. Right to Obtain and Examine Information | ||
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The number of special audit request(s) | 0 | |
The number of special audit requests that were accepted at the General Shareholders' Meeting | None. |
1.3. General Assembly | ||
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Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d) | https://www.kap.org.tr/tr/Bildirim/1268908 | |
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time | Not offered. | |
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 during the year. | |
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 transactions falling within the scope of Article 9 of the Corporate Governance Communiqué. | |
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 transactions falling within the scope of Article 10 of the Corporate Governance Communiqué. | |
The name of the section on the corporate website that demonstrates the donation policy of the company | Investor Relations/Corporate Governance/Policies/Donation 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/1279930 | |
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting | The Articles of Association can be accessed from "Article 15- General Assembly". http://www.goltas.com.tr/files/yatirimci-iliskileri/GOLTAS_A_S__ESAS_SOZLESMES.pdf | |
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any | Company employees and representatives, shareholders and the independent auditor attended the General Assembly meeting within the knowledge of our company. Link to the General Assembly list of attendees: https://www.kap.org.tr/tr/Bildirim/1279930 |
1.4. Voting Rights | ||
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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. | GÖLYATIRIM HOLDI?NG A.Ş. 31,62% | |
The percentage of ownership of the largest shareholder | %30,72 |
1.5. Minority Rights | ||
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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 | ||
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The name of the section on the corporate website that describes the dividend distribution policy | Investor Relations/Corporate Governance/Policies/Dividend Distribution/http://www.goltas.com.tr/files/kardagitim/kardagitimpol.pdf | |
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. | - | |
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends | - |
General Assembly Meetings |
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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 |
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30/04/2024 | 0 | %43,13 | %2,57 | %40,56 | Investor Relations/Corporate Governance/General Assembly Meetings | Investor Relations/Corporate Governance/General Assembly Meetings | None. | - | https://www.kap.org.tr/tr/Bildirim/1279930 |
2.1. Corporate Website | ||
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Specify the name of the sections of the website providing the information requested by the Principle 2.1.1. | Investor Relations | |
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/Corporate Governance/Partnership Structure | |
List of languages for which the website is available | Turkish and English |
2.2. Annual Report | ||
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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 | Annual Report/ K. Other Matters | |
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. General Information/ 3. Information on the Board of Directors and Senior Executives | |
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 | Annual Report/ Corporate Governance Information Form/Board of Directors II/page 59 | |
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 | None. | |
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 | F. Significant Developments Regarding Company Operations and Activities/ 9. | |
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 | In 2024, no such service was received. | |
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% | F. Company Operations and Significant Developments Regarding Operations/ 6. Direct and Indirect Subsidiaries of the Company and Share Ratios | |
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 | C. General Information /4. Personnel and Labor Movements, Collective Bargaining Practices, Rights and Benefits Provided to Personnel and Workers |
3.1. Corporation's Policy on Stakeholders | ||
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The name of the section on the corporate website that demonstrates the employee remedy or severance policy | The Company has no other compensation policy other than the legal indemnities stipulated by laws and regulations. | |
The number of definitive convictions the company was subject to in relation to breach of employee rights | 12 | |
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism) | Investor Relations | |
The contact detail of the company alert mechanism | goltas@goltas.com.tr |
3.2. Supporting the Participation of the Stakeholders in the Corporation's Management | ||
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Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies | The Company does not have any special internal regulations regarding the participation of employees in the management bodies. | |
Corporate bodies where employees are actually represented | Trade Union |
3.3. Human Resources Policy | ||
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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 evaluate managers who contribute to the execution of the Company's strategic goals and to appoint them to relevant positions. | |
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. | Human Resources / Our Human Resources 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. | Investor Relations/Corporate Governance/Policies/Code of Business Ethics | |
The number of definitive convictions the company is subject to in relation to health and safety measures | 3 |
3.5. Ethical Rules and Social Responsibility | ||
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The name of the section on the corporate website that demonstrates the code of ethics | Investor Relations/Corporate Governance/Policies/Code of Business 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. | Corporate / Sustainability | |
Any measures combating any kind of corruption including embezzlement and bribery | An internal control system has been established and stakeholders are obliged to comply with ethical principles. |
4.2. Activity of the Board of Directors | ||
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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 | Şehriban Nihan ATASAGUN - Chairman of the Board of Directors and Executive Director - 1st degree authorized signatory, Ummahan Binhan KESİCİ - Vice Chairman of the Board of Directors, Neslihan DEMİREL - Executive Director - 1st degree authorized signatory | |
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 | F. Company Activities and Important Developments Regarding Activities/ 5. Internal Control System and Internal Audit Activities | |
Name of the Chairman | Şehriban Nihan ATASAGUN | |
Name of the CEO | Neslihan DEMİREL | |
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles | The chairman of the board of directors and the chief executive officer are different people. | |
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 no manager liability insurance. | |
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors | Although no written policy has been established by the Board of Directors, 3 out of 8 board members are women. | |
The number and ratio of female directors within the Board of Directors | 3 out of 8 board members are women, representing 38% of the total. |
Board Members |
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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 |
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ŞEHRİBAN NİHAN ATASAGUN | Female | Chairman of the Board and Executive Director | Managing Director / Chief Executive | 15/05/2009 | Executive | YÖNETİM KURULU BAŞKANI | GÖLYATIRIM HOLDİNG A.Ş.'DE YÖNETİM KURULU BAŞKANI, GÖLTAŞ HAZIR BETON YAPI ELEMANLARI SAN. VE TİC.A.Ş. ,GÖLTAŞ ENERJİ ELEKTRİK ÜRETİM A.Ş. ,ORMA A.Ş.,ELMA SU A.Ş.YÖNETİM KURULU BAŞKANI VE MURAHHAS ÜYE , ORKAV A.Ş.'DE YÖNETİM KURULU BAŞKANIDIR. | Yes | - | - | Dependent Member | Not Considered | No | |||
UMMAHAN BİNHAN KESİCİ | Female | Vice Chairman of the Board | Managing Director / Chief Executive | 13/05/2016 | Non-Executive | - | GÖLYATIRIM HOLDİNG A.Ş.'DE ,GÖLTAŞ HAZIR BETON YAPI ELEMANLARI SAN VE TİC.A.Ş. ,GÖLTAŞ ENERJİ ELEKTRİK ÜRETİM A.Ş. ,ORKAV A.Ş.'DE YÖNETİM KURULU BAŞKAN YARDIMCISI, ORMA A.Ş. YÖNETİM KURULU ÜYESİDİR. | Yes | - | - | Dependent Member | Not Considered | No | |||
NESLİHAN DEMİREL | Female | Executive Director | Managing Director / Chief Executive | 15/05/2009 | Executive | MURAHHAS ÜYE | GÖLYATIRIM HOLDİNG A.Ş. YÖNETİM KURULU ÜYESİ, GÖLTAŞ HAZIR BETON YAPI ELEMANLARI SAN VE TİC.A.Ş., GÖLTAŞ ENERJİ ELEKTRİK ÜRETİM A.Ş., ORMA A.Ş. 'DE YÖNETİM KURULU ÜYESİ VE MURAHHAS ÜYEDİR. | Yes | - | - | Dependent Member | Not Considered | No | |||
ERTEKİN DURUTÜRK | Male | Member of the Board | Civil Engineer | 15/05/2009 | Non-Executive | YÖNETİM KURULU ÜYESİ | GÖLTAŞ HAZIR BETON YAPI ELEMANLARI SAN VE TİC.A.Ş. VE GÖLYATIRIM HOLDİNG A.Ş. YÖNETİM KURULU ÜYESİDİR. | Yes | - | - | Dependent Member | Not Considered | No | KURUMSAL YÖNETİM KOMİTESİ ÜYESİ | ||
MUSTAFA FİKRİ ÇOBANER | Male | Member of the Board | Mechanical Engineer | 04/05/2018 | Non-Executive | - | - | Yes | - | - | Dependent Member | Not Considered | No | RİSKİN ERKEN SAPTANMASI KOMİTE ÜYESİ | ||
AHMET TURGUT KUTLU | Male | Member of the Board | Businessman / Businesswoman | 12/06/2020 | Non-Executive | - | - | Yes | - | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1268905 | Considered | No | DENETİMDEN SORUMLU KOMİTE BAŞKANI | |
TURGAY KAYLAN | Male | Member of the Board | Engineer | 12/06/2020 | Non-Executive | - | - | Yes | - | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1268905 | Considered | No | RİSKİN ERKEN SAPTANMASI KOMİTESİ BAŞKANI,DENETİMDEN SORUMLU KOMİTE ÜYESİ | |
MEHMET ERTUĞRUL DOKUZOĞLU | Male | Member of the Board | Businessman / Businesswoman | 04/05/2023 | Non-Executive | - | - | Yes | - | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1268905 | Considered | No | KURUMSAL YÖNETİM KOMİTESİ BAŞKANI |
4.4. Meeting Procedures of the Board of Directors | ||
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Number of physical or electronic board meetings in the reporting period | 41 | |
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 | There is no minimum deadline, but information and documents are sent to all members in sufficient time. | |
The name of the section on the corporate website that demonstrates information about the board charter | None. | |
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors | Members of the Board of Directors are not restricted from assuming other duties or tasks outside the Company, and the provisions of the Turkish Commercial Code regarding the prohibition of competition are complied with. |
4.5. Board Committees | ||
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Page numbers or section names of the annual report where information about the board committees are presented | C. General Information/ 3. Information on the Board of Directors and Senior Executives | |
Link(s) to the PDP announcement(s) with the board committee charters | https://www.kap.org.tr/tr/Bildirim/409636 |
Composition of Board Committees-I |
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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 |
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Denetim Komitesi (Audit Committee) | - | Ahmet Turgut Kutlu | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Denetim Komitesi (Audit Committee) | - | Turgay Kaylan | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Turgay Kaylan | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Mustafa Fikri Çobaner | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Mehmet Ertuğrul Dokuzoğlu | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Ertekin Durutürk | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Şengül Akpinar | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
4.5. Board Committees-II | ||
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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) | Investor Relations / Corporate Governance / Board of Directors | |
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) | Investor Relations / Corporate Governance / Board of Directors | |
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) | Investor Relations / Corporate Governance / Board of Directors | |
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) | Investor Relations / Corporate Governance / Board of Directors | |
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) | Investor Relations / Corporate Governance / Board of Directors |
4.6. Financial Rights | ||
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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) | - | |
Specify the section of website where remuneration policy for executive and non-executive directors are presented. | D. Financial Rights Provided to Board Members and Senior Executives | |
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) | D. Financial Rights Provided to Board Members and Senior Executives |
Composition of Board Committees-II |
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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 |
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Denetim Komitesi (Audit Committee) | - | 100% | 100% | 4 | 4 |
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | 100% | 50% | 6 | 6 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | 67% | 33% | 1 | 2 |