Corporate Governance Principles Compliance Report
1-Statement of Compliance with Corporate Governance Principles
the relevant activity period of our company, the principles that are mandatory for our company are applied from the Corporate Governance Principles included in the II -17.1 Corporate Governance Communiqué (KYT) of the Capital Markets Board ( CMB) .
support are provided by our Board of Directors for the committees formed within the scope of the Corporate Governance Principles to fulfill their duties, and that the committees can invite the people they deem necessary to their meetings and receive their opinions;
Allowing the committees to benefit from the opinions of independent experts on the issues they deem necessary regarding their activities; the cost of the consultancy services they need to be covered by the Company; and in this case, to include in the annual report the information about the person/organization from which service is received and whether this person/organization has any relationship with the Company;
To ensure that the committees put all their work in writing and keep a record; The Committees convene at the frequency required for the effectiveness of the studies and explained in the working principles ; and they are given the opportunity to present the reports containing information about their work and meeting results to the Board of Directors.
Duties of the Audit Committee:
The duties of the Audit Committee have been determined as follows.
1. To oversee the company's accounting system, public disclosure of financial information, independent auditing, and the operation and effectiveness of the company's internal control and internal audit system;
2. Selection of the independent audit firm, preparation of independent audit contracts and initiation of the independent audit process, and carrying out the work of the independent audit firm at every stage under the supervision of the audit committee;
3. Determining the independent audit firm that the company will receive services from and the services to be received from these institutions and submitting them to the approval of the board of directors;
4. Determining the methods and criteria to be applied in examining and concluding the complaints received by the company regarding the company's accounting and internal control system and independent auditing, evaluating the company employees' statements on accounting and independent auditing of the company within the framework of the confidentiality principle;
5. Evaluation of the annual and interim financial statements to be disclosed to the public regarding the accuracy and accuracy of the accounting principles followed by the company; taking the opinions of the responsible managers and independent auditors of the company and submitting it in writing to the board of directors together with their own evaluations;
6. To convene at least four times a year, at least once every three months, to record the results of the meeting and to present the decisions taken to the board of directors;
7. Making a statement on the activities and meeting results in the annual report ; and specifying in the annual report how many times a written notification has been made to the board of directors during the accounting period;
8. Notifying the Board of Directors in writing immediately of his/her findings regarding his/her field of duty and responsibility, and of his/her evaluations and suggestions regarding the subject.
Duties of the Early Detection of Risk Committee:
1. To carry out studies for the early detection of risks that may endanger the existence, development and continuation of the company, to take the necessary precautions regarding the identified risks and to manage the risk;
2. To review risk management systems at least once a year.
Duties of the Corporate Governance Committee:
1. Determining whether the corporate governance principles are applied in the company, if not, the reason for it and the conflicts of interest that occur due to not fully complying with these principles, and making recommendations to the board of directors to improve corporate governance practices;
2. Supervision of the work of the investor relations department;
3. Until a separate Nomination Committee is formed within our company, instead of the nomination committee, (a) Establishing a transparent system for identifying, evaluating and training suitable candidates for the board of directors and managerial positions with administrative responsibility, and determining policies and strategies in this regard. doing studies; and (b) making regular assessments of the structure and efficiency of the board and submitting its recommendations for possible changes to the board;
4. Until a separate Remuneration Committee is established within our company, to the remuneration committee member ; (a) Determining the principles, criteria and practices to be used in the remuneration of the members of the board of directors and executives with administrative responsibility, taking into account the long-term goals of the company, and monitoring them; and (b) Submitting to the board of directors proposals regarding the remuneration to be paid to the members of the board of directors and executives with administrative responsibility, taking into account the degree of attainment of the criteria used in remuneration.
2/ 1 Investor Relations Unit:
"Yasin OĞUZ" (SPL License No: 207417-700506) and Gökhan KILIÇ work in the investor relations unit of our company.
E - Mail:Yasin OĞUZ < firstname.lastname@example.org > ;
Gökhan KILIÇ < email@example.com >
Address: Kızılırmak Mah. 1450. Sok. ATM Plaza No:1 B Block Floor: 14 Çukurambar /ANKARA
Tel: 0312 467 18 33 ( Pbx )
Fax : 0312 467 61 86
investor relations unit shared with the shareholders information about the company's activities, which were not secret for the company during the period, with the shareholders via telephone and e-mail .
2/2 Use of Shareholders' Right to Obtain Information:
by the shareholders of our company to be answered by the shareholders of our company , first of all, it is evaluated whether this information is a company secret or not, and if it is not a company secret , the necessary information is given . There is no information available.
2/3 General Assembly Meetings:
The 2018 Ordinary General Assembly Meeting was held at the company headquarters on Thursday , 31.01.2019.
, the Extraordinary General Assembly was held on Wednesday, 24.04.2019 , again at the company headquarters .
2/4 Voting Rights and Minority Rights:
shareholding structure of our company is as follows;
Yusuf SENEL : A Group Name 3,000,000 % 9,09
Yusuf SENEL : Group B Bearer 18,000,000 % 54,55
Public : B Group Bearer 12,000,000 % 36,36
TOTAL : 33,000,000 % 100%
Shareholders or officials present at ordinary and extraordinary General Assembly meetings have fifteen votes for each Group A share and one vote for each Group B share.
Company capital as of 30.09.2019; 33,000,000 TL, shares with a nominal value of 3,000,000 TL are Group A, and shares with a nominal value of 30,000,000 TL are Group B.
2/5 Dividend Rights:
benefit equally from the profits of the company . No privileges or privileges have been given to any share group in this regard.
2/6 Transfer of Shares:
Although there is no provision in our company's articles of association to prevent the transfer of (B) Group shares , in Article 6 of the company's articles of association regarding ( A) Group shares; There is a statement that “The board of directors of the company may not approve the transfer of (A) group shares, provided that it is limited to the reasons defined in article 493 of the Turkish Commercial Code”.