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Corporate Governance Compliance Report

 

       

Select Year
2020
2020
Description Year Go To Report
PrinciplesCompliance StatusExplanation
1.1 FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS    
1.1.2 Up-to-date information and disclosures which may affect the exercise of shareholder rights are available to investors at the corporate website. Fully Compliant  
1.2 RIGHT TO OBTAIN AND REVIEW INFORMATION    
1.2.1 Management did not enter into any transaction that would complicate the conduct of special audit. Fully Compliant  
1.3 GENERAL ASSEMBLY    
1.3.2 The company ensures the clarity of the General Assembly agenda, and that an item on the agenda does not cover multiple topics. Fully Compliant  
1.3.7 Insiders with privileged information have informed the board of directors about transactions conducted on their behalf within the scope of the company's activities in order for these transactions to be presented at the General Shareholders' Meeting. Irrelevant No such transaction took place in the year 2020.
1.3.8 Members of the board of directors who are concerned with specific agenda items, auditors, and other related persons, as well as the officers who are responsible for the preparation of the financial statements were present at the General Shareholders' Meeting. Fully Compliant  
1.3.10 The agenda of the General Shareholders' Meeting included a separate item detailing the amounts and beneficiaries of all donations and contributions. Partially Compliant Sabancı Holding, as part of its social responsibilities, may provide grants and donations in accordance with its Donation and Grants Policy as approved by the General Assembly. Shareholders were informed about total amount of grants and donations made during the year at the General Meeting by a specific agenda item; however, no explanation was given relating to the beneficiaries of these grants and donations.
1.3.11 The General Shareholders' Meeting was held open to the public, including the stakeholders, without having the right to speak. Non-Compliant General Assembly meeting was not held publicly due to the health and safety concerns for shareholders caused by Covid-19 pandemic, as well as for efficient time management.
1.4 VOTING RIGHTS    
1.4.1 There is no restriction preventing shareholders from exercising their shareholder rights. Fully Compliant  
1.4.2 The company does not have shares that carry privileged voting rights. Fully Compliant  
1.4.3 The company withholds from exercising its voting rights at the General Shareholders' Meeting of any company with which it has cross-ownership, in case such cross-ownership provides management control. Fully Compliant  
1.5 MINORITY RIGHTS    
1.5.1 The company pays maximum diligence to the exercise of minority rights. Fully Compliant  
1.5.2 The Articles of Association extend the use of minority rights to those who own less than one twenthieth of the outstanding shares, and expand the scope of the minority rights. Non-Compliant Minority rights are determined in accordance with the relevant legislation, and there is no spesific provision for the extension of minority rights in the Articles of Association.
1.6 DIVIDEND RIGHT    
1.6.1 The dividend policy approved by the General Shareholders' Meeting is posted on the company website. Fully Compliant  
1.6.2 The dividend distribution policy comprises the minimum information to ensure that the shareholders can have an opinion on the procedure and principles of dividend distributions in the future. Fully Compliant  
1.6.3 The reasons for retaining earnings, and their allocations, are stated in the relevant agenda item. Irrelevant No such transaction took place in the year 2020.
1.6.4 The board reviewed whether the dividend policy balances the benefits of the shareholders and those of the company. Fully Compliant  
1.7 TRANSFER OF SHARES    
1.7.1 There are no restrictions preventing shares from being transferred. Fully Compliant  
2.1 CORPORATE WEBSITE    
2.1.1 The company website includes all elements listed in Corporate Governance Principle 2.1.1. Fully Compliant  
2.1.2 The shareholding structure (names, privileges, number and ratio of shares, and beneficial owners of more than 5% of the issued share capital) is updated on the website at least every 6 months. Fully Compliant  
2.1.4 The company website is prepared in other selected foreign languages, in a way to present exactly the same information with the Turkish content. Fully Compliant  
2.2 ANNUAL REPORT    
2.2.1 The board of directors ensures that the annual report represents a true and complete view of the company's activities. Fully Compliant  
2.2.2 The annual report includes all elements listed in Corporate Governance Principle 2.2.2. Fully Compliant  
3.1 CORPORATION'S POLICY ON STAKEHOLDERS    
3.1.1 The rights of the stakeholders are protected pursuant to the relevant regulations, contracts and within the framework of bona fides principles. Fully Compliant  
3.1.3 Policies or procedures addressing stakeholders' rights are published on the company's website. Fully Compliant  
3.1.4 A whistleblowing programme is in place for reporting legal and ethical issues. Fully Compliant  
3.1.5 The company addresses conflicts of interest among stakeholders in a balanced manner. Fully Compliant  
3.2 SUPPORTING THE PARTICIPATION OF THE STAKEHOLDERS IN THE CORPORATION'S MANAGEMENT    
3.2.1 The Articles of Association, or the internal regulations (terms of reference/manuals), regulate the participation of employees in management. Partially Compliant Employees' participation in the management is conducted through periodic meetings within the Company (at least twice a year) and through annual goal-setting and performance evaluation meetings. In addition, with 360-degree feedback mechanism, employees give feedback to the management and colleagues, and the results are discussed at various management meetings and action plans are prepared for the necessary changes. Yet these measures are not designated by the Articles of Association and/or internal regulations.
3.2.2 Surveys/other research techniques, consultation, interviews, observation method etc. were conducted to obtain opinions from stakeholders on decisions that significantly affect them. Fully Compliant  
3.3 HUMAN RESOURCES POLICY    
3.3.1 The company has adopted an employment policy ensuring equal opportunities, and a succession plan for all key managerial positions. Fully Compliant  
3.3.2 Recruitment criteria are documented. Fully Compliant  
3.3.3 The company has a policy on human resources development, and organises trainings for employees. Fully Compliant  
3.3.4 Meetings have been organised to inform employees on the financial status of the company, remuneration, career planning, education and health. Fully Compliant  
3.3.5 Employees, or their representatives, were notified of decisions impacting them. The opinion of the related trade unions was also taken. Fully Compliant  
3.3.6 Job descriptions and performance criteria have been prepared for all employees, announced to them and taken into account to determine employee remuneration. Fully Compliant  
3.3.7 Measures (procedures, trainings, raising awareness, goals, monitoring, complaint mechanisms) have been taken to prevent discrimination, and to protect employees against any physical, mental, and emotional mistreatment. Fully Compliant  
3.3.8 The company ensures freedom of association and supports the right for collective bargaining. Fully Compliant  
3.3.9 A safe working environment for employees is maintained. Fully Compliant  
3.4 RELATIONS WITH CUSTOMERS AND SUPPLIERS    
3.4.1 The company measured its customer satisfaction, and operated to ensure full customer satisfaction. Fully Compliant  
3.4.2 Customers are notified of any delays in handling their requests. Fully Compliant  
3.4.3 The company complied with the quality standards with respect to its products and services. Fully Compliant  
3.4.4 The company has in place adequate controls to protect the confidentiality of sensitive information and business secrets of its customers and suppliers. Fully Compliant  
3.5 ETHICAL RULES AND SOCIAL RESPONSIBILITY    
3.5.1 The board of the corporation has adopted a code of ethics, disclosed on the corporate website. Fully Compliant  
3.5.2 The company has been mindful of its social responsibility and has adopted measures to prevent corruption and bribery. Fully Compliant  
4.1 ROLE OF THE BOARD OF DIRECTORS    
4.1.1 The board of directors has ensured strategy and risks do not threaten the long-term interests of the company, and that effective risk management is in place. Fully Compliant  
4.1.2 The agenda and minutes of board meetings indicate that the board of directors discussed and approved strategy, ensured resources were adequately allocated, and monitored company and management performance. Fully Compliant  
4.2 ACTIVITIES OF THE BOARD OF DIRECTORS    
4.2.1 The board of directors documented its meetings and reported its activities to the shareholders. Fully Compliant  
4.2.2 Duties and authorities of the members of the board of directors are disclosed in the annual report. Fully Compliant  
4.2.3 The board has ensured the company has an internal control framework adequate for its activities, size and complexity. Fully Compliant  
4.2.4 Information on the functioning and effectiveness of the internal control system is provided in the annual report. Fully Compliant  
4.2.5 The roles of the Chairman and Chief Executive Officer are separated and defined. Fully Compliant  
4.2.7 The board of directors ensures that the Investor Relations department and the corporate governance committee work effectively. The board works closely with them when communicating and settling disputes with shareholders. Fully Compliant  
4.2.8 The company has subscribed to a Directors and Officers liability insurance covering more than 25% of the capital. Partially Compliant There is a directors and officers liability insurance policy covering the members of the Board of Directors and executives of Sabancı Group comapnies. Although the coverage limit is below than 25% of the Company's share capital, it satisfies the anticipated moderate risk level.
4.3 STRUCTURE OF THE BOARD OF DIRECTORS    
4.3.9 The board of directors has approved the policy on its own composition, setting a minimal target of 25% for female directors. The board annually evaluates its composition and nominates directors so as to be compliant with the policy. Fully Compliant  
4.3.10 At least one member of the audit committee has 5 years of experience in audit/accounting and finance. Fully Compliant  
4.4 BOARD MEETING PROCEDURES    
4.4.1 Each board member attended the majority of the board meetings in person. Fully Compliant  
4.4.2 The board has formally approved a minimum time by which information and documents relevant to the agenda items should be supplied to all board members. Fully Compliant  
4.4.3 The opinions of board members that could not attend the meeting, but did submit their opinion in written format, were presented to other members. Irrelevant No such transaction took place in the year 2020.
4.4.4 Each member of the board has one vote. Fully Compliant  
4.4.5 The board has a charter/written internal rules defining the meeting procedures of the board. Fully Compliant  
4.4.6 Board minutes document that all items on the agenda are discussed, and board resolutions include director's dissenting opinions if any. Fully Compliant  
4.4.7 There are limits to external commitments of board members. Shareholders are informed of board members' external commitments at the General Shareholders' Meeting. Partially Compliant It is important for the members of the Board of Directors to allocate a reasonable time for the Company and to abstain from external duties that may cause a conflict of interest. However, external duties that are out of the Sabancı Group a member conducts are not regulated nor restricted. Additionally, resumés of the members of the Board of Directors were presented in the annual report.
4.5 BOARD COMMITTEES    
4.5.5 Board members serve in only one of the Board's committees. Partially Compliant Although a specific attention is given to determine committee memberships based on professional experiences of independent directors, due to the limited number of independent Board members and the obligations required by the capital market regulations, the members may be assigned to more than one committee.
4.5.6 Committees have invited persons to the meetings as deemed necessary to obtain their views. Fully Compliant  
4.5.7 If external consultancy services are used, the independence of the provider is stated in the annual report. Irrelevant No such transaction took place in the year 2020.
4.5.8 Minutes of all committee meetings are kept and reported to board members. Fully Compliant  
4.6 FINANCIAL RIGHTS    
4.6.1 The board of directors has conducted a board performance evaluation to review whether it has discharged all its responsibilities effectively. Partially Compliant The Board evaluated the performance of both Sabancı Holding and Sabancı Group companies but did not disclose them in the annual report.
4.6.4 The company did not extend any loans to its board directors or executives, nor extended their lending period or enhanced the amount of those loans, or improve conditions thereon, and did not extend loans under a personal credit title by third parties or provided guarantees such as surety in favour of them. Irrelevant No such transaction took place in the year 2020.
4.6.5 The individual remuneration of board members and executives is disclosed in the annual report. Partially Compliant The remunerations of the members of the Board of Directors are disclosed individually as they are decided by the General Assembly, while the total remunerations provided for the executives are disclosed to public in the notes to the financial statements. Compensations for the executives have been made in accordance with wage policies taking into account performance criteria. Since this information is a personal information, it was not announced on an individual basis.
2019
2019
Description Year Go To Report
Corporate Governance Principles Compliance Report 2019
2018
2018
Description Year Go To Report
Corporate Governance Principles Compliance Report 2018