1. SHAREHOLDERS |
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1.1. Facilitating the Exercise of Shareholders Rights |
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The number of investor meetings (conference, seminar/etc.) organized by the company during the year |
Above 200 |
1.2. Right to Obtain and Examine Information |
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The number of special audit request(s) |
Although the right to request a special auditor as an individual right has not been regulated in our contract, in accordance with Article 438 of the Turkish Commercial Code, each shareholder, if necessary for the exercise of shareholder rights and if the right to obtain information or review has been used before, may ask the general assembly to clarify it even if it is not included in the agenda. There was no such demand in 2022. |
The number of special audit requests that were accepted at the General Shareholders’ Meeting |
The shareholders did not have such a request. |
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/1002928 |
Whether the company provides materials for the General Shareholders’ Meeting in English and Turkish at the same time |
It is 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 are no transactions that are not approved by the majority. |
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) |
None. |
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/1002936 |
The name of the section on the corporate website that demonstrates the donation policy of the company |
It is shared in the Investor Relations” - “Corporate Governance” - “Corporate Governance Policies” on the company website https://www.tofas.com.tr. The upper limit for donations is determined by the general assembly. |
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/1011190 |
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders’ Meeting |
Article 14 of the Articles of Association |
Identified stakeholder groups that participated in the General Shareholders’ Meeting, if any |
General Assembly is open to the participation of stake holders and the media without a right of voice. |
1.4. Voting Rights |
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Whether the shares of the company have differential voting rights |
No |
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares. |
There are no shares with voting privileges |
The percentage of ownership of the largest shareholder |
37.86% |
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 |
No |
If yes, specify the relevant provision of the articles of association. |
There are no decrees in the articles of association regarding the scope of minority rights. |
1.6. Dividend Right |
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The name of the section on the corporate website that describes the dividend distribution policy |
In our company web-site https://www.tofas.com.tr/en/Pages/default.aspx under the “Investor Relations” tab, under the “Corporate Governance” section below the title “ Corporate governance policies” https://www.tofas.com.tr/en/InvestorRelations/CorporateGovernance/Documents/Dividend-Policy.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. |
It was decided to distribute dividends. |
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends |
It was decided to distribute dividends. |
2. DISCLOSURE AND TRANSPARENCY |
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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. |
In our company web-site https://www.tofas.com.tr /en/Pages/default.aspx under the “Investor Relations” tab, under the “Corporate Governance” section below the title “Corporate governance policies” https:// www.tofas.com.tr/en/ InvestorRelations/ CorporateGovernance/ Documents/ Disclosure-Policy.pdf |
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. |
In our company web-site https://www.tofas.com.tr/en/Pages/default.aspx under the “Investor Relations” tab, under the “Corporate Governance” section https://www.tofas.com.tr/en/ InvestorRelations/CorporateGovernance/Pages/default.aspx |
List of languages for which the website is available |
Turkish: https:// www.tofas.com.tr/Pages/ default.aspx English: https://www.tofas.com.tr /en/Pages/default.aspx |
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. |
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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 |
Declaration of Corporate Governance Principles and Compliance Report “ section under the title “Section V – 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 |
Declaration of Corporate Governance Principles and Compliance Report” section under the title “ Section V – 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 |
Declaration of Corporate Governance Principles and Compliance Report” section under the title “ Section V – 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 |
“Information on the Capital Structure and Shareholding of the Company” section |
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 |
“Information on the Capital Structure and Shareholding of the Company” section |
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 |
Declaration of Corporate Governance Principles and Compliance Report” section under the title “ Section I – Declaration of Compliance with Corporate Governance Principles |
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% |
Declaration of Corporate Governance Principles and Compliance Report” section under the title “ Section II – Rights to Vote and Minority Rights |
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 Social Responsibility” section |
3. STAKEHOLDERS |
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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 |
Company has been acting according to Labor Law number 4857 |
The number of definitive convictions the company was subject to in relation to breach of employee rights |
38 |
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism) |
Tofaş Ethical Board |
The contact detail of the company alert mechanism |
[email protected] |
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 |
None |
Corporate bodies where employees are actually represented |
Various committees have been established to coordinate employee relations and employees also have representatives in each of these committees. However, no representative has been selected and/or assigned to coordinate relations directly with the employees except for the employee union relationships. |
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 |
Succession plan formed all key management positions, following the approval of CEO, The Chair gives final approval. |
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. |
“In its personnel recruitment and hiring practices Tofaş makes use of techniques such as personality inventorying, competency-based interviews, foreign language proficiency exams, technical interviews, role-requirement analyses, presentations, and reference checks that will help it make the best and most appropriate choices among candidates. In the conduct of its recruitment processes, Tofaş ensures that announcements concerning vacant positions are visible among all Koç Group companies through the group’s internal bulletin board system” |
Whether the company provides an employee stock ownership program |
There isn’t an employee stock ownership program. |
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. |
All forms of discrimination be they based on language, race, gender, political affiliation, religious belief, or similar considerations are prohibited in the conduct of business and workplace relationships at Tofaş. Work agreements between the company and its employees may not incorporate any terms or conditions which, directly or indirectly, would subject an employee to prejudicial treatment on the grounds of gender or pregnancy at the time the agreement is entered into, while it is in effect, or when it is terminated except in cases where job-related risks, employee safety, or the requirements of law dictate otherwise. The principle of “Equal Pay For Equal Work” applies to everyone and no employee may be paid more or less based on their gender. |
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 |
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The name of the section on the corporate website that demonstrates the code of ethics |
Company Web Site - Sustainability -Policies - Code of Ethics, Anti-Bribery and Corruption Policy |
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. |
Company Web Site - Sustainability |
Any measures combating any kind of corruption including embezzlement and bribery |
In the “Code of Ethics, Anti-Bribery and Corruption Policy” of the company: https://www.tofas.com.tr/en/Sustainability/Policies/Pages/default.aspx |
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4. BOARD OF DIRECTORS-I |
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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 |
No |
Whether all board members released from their duties at the GSM |
Yes |
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties |
None |
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board |
10 |
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 |
Activities of the Early Detection of Risk and Risk Management Committee” section, segment “C |
Name of the Chair |
ÖMER MEHMET KOÇ |
Name of the CEO |
CENGİZ EROLDU |
If the CEO and Chair functions are combined: provide the link to the relevant PDP announcement 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 |
There is liability insurance for the top management, but the amount is lower than mentioned here. |
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 |
1, 10% |
4. BOARD OF DIRECTORS-III |
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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) |
Corporate Governance Compliance Report, the Board of Directors section |
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) |
Corporate Governance Compliance Report, the Board of Directors section |
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) |
Duties are undertaken by the 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) |
Corporate Governance Compliance Report, the Board of Directors section |
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) |
Duties are undertaken by the Corporate Governance Committee |
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) |
Under the sections “Chair’s Message” and “CEO’s Assessment” |
Specify the section of website where remuneration policy for executive and non-executive directors are presented. |
Remuneration Policy for Top-Level Managers and Members of the Board of Directors |
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) |
Remuneration Policy for Top-Level Managers and Members of the Board of Directors |
