(*) 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
+230
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/1284220
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
General Assembly Documents are available in both English and Turkish.
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 are no transactions that do not have the approval of the majority of the independent members or the unanimous vote of the participants Within the scope 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 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 widespread and continuous transactions to be disclosed to the public 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
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/860340
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
Article 16
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
Some stakeholders such as the representative of the independent audit company, investors, representatives of the Company's shareholders, members of the Board of Directors, managers and employees of the investor relations directorate attended the General Assembly as observers within the knowledge of our 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
%81,10
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.
It is not expanded.
1.6. Dividend Right
The name of the section on the corporate website that describes the 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.
With the Circular No. 2021/25 of SEDDK, it is stipulated to limit the capital adequacy level at a level that will not reduce the capital adequacy level below 135%. Since the capital adequacy level is above 135%, the Board of Directors' resolution dated 09.05.2024 was adopted at the General Assembly meeting dated 06.06.2024 and it was decided to distribute a total of TL 1,000,000,000 gross dividend from the extraordinary reserves of our Company to the shareholders and to pay the distribution in cash as of 29.08.2024.
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
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
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
Trade registry information: Türkiye Sigorta Investor Relations website Home > Contact > Türkiye Sigorta Latest shareholding and management structure: Türkiye Sigorta Investor Relations website Homepage > About Türkiye Sigorta > Shareholding Structure Detailed information about privileged shares: There are no privileged shares. Latest version of the articles of association: Türkiye Sigorta Investor Relations website Homepage > Environmental, Social and Governance > Türkiye Sigorta Articles of Association Material event disclosures: Türkiye Sigorta Investor Relations website Homepage > Announcements > Material Disclosures Financial and Annual Reports: Türkiye Sigorta Investor Relations website Homepage > Presentations Prospectuses and other public disclosure documents: Türkiye Sigorta Investor Relations website Homepage > Environmental, Social and Governance > Material Disclosures General assembly meeting documents: Türkiye Sigorta Investor Relations website Homepage > Environmental, Social and Governance > Dividend policy: Türkiye Sigorta Investor Relations website Homepage > Environmental, Social and Governance > Policies > Disclosure policy: Türkiye Sigorta Investor Relations website Home > Environmental, Social and Governance > Policies > Disclosure Policy Ethical principles established by the Company: Türkiye Sigorta Investor Relations website Home > Environmental, Social and Governance > Policies > Ethics and Integrity Principles Frequently asked questions: Türkiye Sigorta Investor Relations website Help Centre > Frequently Asked Questions
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
Türkiye Sigorta has two separate websites in Turkish and English. These are; Turkish website www.turkiyesigorta.com.tr English website www.turkiyesigorta.com.tr/en In line with the Corporate Governance Principles, all other information about Türkiye Sigorta that should be included in the websites and in line with the needs of the stakeholders are available in detail on Türkiye Sigorta Investor Relations website in Turkish and English. Turkish investor relations website: www.turkiyesigorta.com.tr/yatirimci-iliskileri/sigorta Investor relations website in English: www.turkiyesigorta.com.tr/en/investor-relations/insurance
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
Section: Board of Directors, pages: 156-163
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
Section: Committees and Policies, page: 164
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
Section: Board of Directors, page: 161
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
Section: Sectoral Position of Insurance in Turkey , page: 37
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
Section: Other Legal and Important Information, page: 209
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
Section: Other Legal and Important Information, page: 209
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%
Section: Other Legal and Important Information, page: 209
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
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
Within the framework of its sustainable insurance approach, Türkiye Sigorta aims to create a work environment that respects human rights, to promote equality, diversity and inclusion, to eliminate gender-based discrimination, and to increase the level of awareness and consciousness of all stakeholders, especially employees. Although there are no written internal regulations, in line with the Company's strategic priorities, employees are given the opportunity to evaluate all projects and studies carried out and their participation in decisions is observed.
Corporate bodies where employees are actually represented
The employees of our Company are members of the Banking and Insurance Workers' Union (BASS) and we have union representatives in our Head Office and Regional Directorates. Our union representative employees play an important role in the process of conducting 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
Appointments to key executive positions are authorised by the Board of Directors. In addition, activities are carried out within the scope of the Corporate Governance and Sustainability 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.
"Human Rights and Employee Rights Policy" is available under the Governance tab on the Investor Relations Corporate website. Link https://www.turkiyesigorta.com.tr/en/investor-relations/insurance/environment-social-and-governance/governance/policies/human-rights-and-employee-rights-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.
Equal Opportunity and Diversity Policy, Human Rights and Employee Rights Policy and Human Resources Policy are published on the Investor Relations website. Related links: https://www.turkiyesigorta.com.tr/en/investor-relations/insurance/environment-social-and-governance/governance/policies/equal-opportunity-and-diversity-policy https://www.turkiyesigorta.com.tr/en/investor-relations/insurance/environment-social-and-governance/governance/policies/human-resources-policy https://www.turkiyesigorta.com.tr/en/investor-relations/insurance/environment-social-and-governance/governance/policies/human-rights-and-employee-rights-policy
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
Türkiye Sigorta Investor Relations website Home > Investor Relations > Insurance > Environmental Social Governance > Governance > Ethical Principles https://www.turkiyesigorta.com.tr/en/investor-relations/insurance/environment-social-and-governance/governance/ethical-principles
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.
`Türkiye Sigorta publishes an integrated annual report and does not publish a separate sustainability or corporate social responsibility report. It explains all financial and non-financial value creation within the framework of priority analysis, strategic priorities and performance in these areas. Information on topics ranging from customer experience to employee satisfaction, digital transformation to responsible and sustainable development, risk management and corporate governance can be found in the integrated annual report. Türkiye Sigorta Investor Relations website Home > Investor Relations > Insurance > Library > Integrated Annual Reports
Any measures combating any kind of corruption including embezzlement and bribery
Türkiye Sigorta Anti-Bribery and Anti-Corruption Policy regulates the actions to be taken to prevent, detect and encourage reporting of corruption throughout the Company in cases where there is a risk of corruption. We have adopted a zero-tolerance policy in the fight against bribery and corruption. Our Anti-Bribery and Anti-Corruption Policy is valid in all activities of our company, and this It is ensured that all our employees comply with the policy. The Audit Committee, Risk Management Department and Internal Control, Legislation and Compliance Department management bodies are actively involved in these matters. Detailed information can be found in the Corporate Governance and Risk Management section of Türkiye Sigorta 2024 Integrated Annual Report.
4.2. Activity of the Board of Directors
Date of the last board evaluation conducted
26.12.2024
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
Aziz Murat ULUĞ-Chairman of the Board Taha ÇAKMAK - 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, 11 reports were prepared by the Internal Audit Department and submitted to the Board of Directors through the Audit Committee.
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 Annual Report under the title of `Internal Audit?.
Name of the Chairman
Aziz Murat ULUĞ
Name of the CEO
Taha ÇAKMAK
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 General Manager, who is the chief executive officer, are separate persons.
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
Information on Directors and Officers liability insurance, the revision of which was carried out in 2024: https://www.kap.org.tr/en/Bildirim/1387119
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
The Company has different practices and policies to ensure gender equality and equal representation within the organisation. Women make up 54% of Türkiye Sigorta employees and 36% of middle and senior management roles. Related link is available on our corporate website Home > Investor Relations > Insurance > Environmental Social Governance > Governance > Policies > Equal Opportunity and Diversity Policy
The number and ratio of female directors within the Board of Directors
1 female member represents 14%.
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
AZİZ MURAT ULUĞ
Male
Chairman of the Board
Financial / Investment Adviser
31/03/2021
Non-Executive
Yönetim Kurulu Başkanı
Türkiye Varlık Fonu Genel Müdür Yardımcısı
Yes
0
-
Dependent Member
-
-
TAHA ÇAKMAK
Male
Deputy Chairman of the Board
Finance Professional
03/08/2023
Executive
-
Tarım Sigortaları Havuz İşletmesi Yönetim Kurulu Başkanı, OSEM Yönetim Kurulu Başkanı, Turk P&I Sigorta Yönetim Kurulu Başkan Yardımcısı, Emeklilik Gözetim Merkezi Yönetim Kurulu üyesi
Yes
0
-
Dependent Member
-
-
BİLAL BEDİR
Male
Member of the Board
Manager
06/06/2024
Non-Executive
-
Türkiye Varlık Fonu Genel Müdür Yardımcısı
0
-
Dependent Member
-
Kurumsal Yönetim Komitesi Üyesi
AYŞE TÜRKMENOĞLU
Female
Member of the Board
Lawyer
06/06/2024
Non-Executive
-
Cumhurbaşkanlığı Hukuk Politikaları Kurulu Üyesi
-
-
Independent Member
-
ENVER ALPER GÜVEL
Male
Member of the Board
Academician
06/06/2024
Non-Executive
-
Akademisyen
-
-
Independent Member
Denetim Komitesi Üyesi ve Riskin Erken Saptanması Komitesi Üyesi
MURAT AKBALIK
Male
Member of the Board
Academician
02/06/2020
Non-Executive
Yönetim Kurulu Üyesi
Marmara Üniversitesi Bankacılık ve Sigortacılık Yüksekokulu Sermaye Piyasası Bölüm Başkanı, Marmara Üniversitesi Avrupa Birliği Enstitüsü Yönetim Kurulu Üyesi, Marmara Üniversitesi Bankacılık ve Sigortacılık Enstitüsü Sermaye Piyasası ve Borsa Anabilim Dalı Başkanı ve Marmara Üniversitesi Bankacılık ve Sigortacılık Enstitüsü Müdür Yardımcısı
Yes
0
-
Independent Member
https://www.kap.org.tr/tr/Bildirim/1180453
Considered
No
Denetim Komitesi Başkanı, Kurumsal Yönetim Komite Başkanı ve Riskin Erken Saptanması Komitesi Başkanı
4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period
It met 21 times in 2024.
Director average attendance rate at board meetings
%90,63
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
Available to members 7 days ago.
The name of the section on the corporate website that demonstrates information about the board charter
Related link is on our corporate website Home > Investor Relations > Insurance > Environmental Social Governance > 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
None.
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented
2024 Annual Report "Statement of Compliance with Corporate Governance and Sustainability Principles", "Committees and Policies"
Link(s) to the PDP announcement(s) with the board committee charters
In 2020, Halk Sigorta and Ziraat Sigorta, which provide services in the non-life branch, merged under Güneş Sigorta and the title of Güneş Sigorta became Türkiye Sigorta. The working principles of the committees are set out in article 14 of the articles of association and the relevant article was approved at the general assembly dated 25 March 2013. https://www.kap.org.tr/tr/Bildirim/268985
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
Denetim Komitesi (Audit Committee)
-
Murat AKBALIK
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
Enver Alper GÜVEL
Hayır (No)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
Mahmut Subutay ÇELİK
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
Corporate Governance and Sustainability Committee
Murat AKBALIK
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
Corporate Governance and Sustainability Committee
Bilal BEDİR
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
Corporate Governance and Sustainability Committee
Şahika BALBAY DEMİROĞLU
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Murat AKBALIK
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Enver Alper GÜVEL
Hayır (No)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Murat SÜZER
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)
Information Technologies Steering Committee
Muhammed Mahmut ER
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Diğer (Other)
Information Technologies Steering Committee
Doğan BAŞAR
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)
Information Technologies Steering Committee
Çiğdem KILIÇ
Hayır (No)
Yönetim kurulu üyesi değil (Not 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)
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)
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)
Section: Key Financial Indicators, page: 24 (Additionally `Technical and Financial Results? on page 58 and `Information on Financial Position, Profitability and Solvency? on page 66).
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
Related link is on our corporate website Home > Investor Relations > Insurance > Environmental Social Governance > Governance > Policies > Senior Management 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)
2024 Annual Report under the section title `Other Legal and Important Information?. Page: 209
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)
-
67%
67%
21
34
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
Corporate Governance and Sustainability Committee
67%
33%
6
6
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)