- Shareholder Structure
- General Assembly Meetings
- General Assembly Participation and Minutes
- Corporate Governance Compliance Report
- Internal Directive on the Working Principles and Procedures of the General Meeting of Shareholders
- Board of Directors
- Committee Principles & Members
- Code of Ethics and Standards of Professional Conduct
- Corporate Governance Compliance Rating Report
ALARKO HOLDİNG A.Ş. DISCLOSURE POLICY
1- General Framework of the Disclosure Policy:
This Disclosure Policy has been developed in compliance with the Turkish Commercial Code (TCC), the Capital Markets Legislation, the regulations of Borsa İstanbul (BIST), the principles set down in the Communiqué on Corporate Governance, and the ethical rules of our Company.
The main goal of the disclosure Policy is to lay down the procedures and principles for informing the public, the relevant competent authorities, shareholders, and stakeholders about the Company's past performance, prospects, strategies, and vision; and to provide them with necessary disclosure and disclosures, excluding those that constitute trade secrets.
This Disclosure Policy is built on openness and transparency and aims to inform investors, shareholders, and all other stakeholders equally, fairly, and accurately.
2- Authority and Responsibility:
The Board of Directors has the power and is responsible for developing, monitoring, supervising, and improving the Disclosure Policy of the Company. Financial Affairs Group Presidency and Investor Relations and Corporate Communications Department are responsible for the implementation of the Disclosure Policy.
The following tools and methods are adopted to disclose disclosure in accordance with the Capital Markets Legislation, Borsa İstanbul Legislation, and the Turkish Commercial Code.
Material disclosures are prepared in compliance with the CMB Communiqué on Disclosure of Material Events (II-15.1), signed by authorized signatories of the Company, and disclosed on the Public Disclosure Platform. Furthermore, material disclosures are posted on the website of the Company for 5 (five) years.
Annual reports are issued in compliance with the Capital Markets Legislation, Turkish Commercial Code, and Corporate Governance Principles, and approved by the Board of Directors. The Company’s annual reports are published in 2 (two) languages (Turkish and English)and made available to the investors at the Company headquarters, and on the Company website. Upon request, investors that cannot visit the headquarters may be provided with an electronic copy or a hard copy (by mail).
Following the annual ordinary general meeting of shareholders of the Company, the CEO makes public statements via printed and visual media outlets. Furthermore, within the knowledge of the CEO; the Major Shareholders, Group Presidents, and General Managers also make disclosures to and interviews with the printed and visual media outlets on commercial operations of Alarko Group Companies and current issues. Moreover, the Investor Relations and Corporate Communications Department of the Holding drafts and makes press releases to inform the public in compliance with the principles of the Disclosure Policy.
The Company website at www.alarko.com.tr has clear and detailed disclosure on the Company.
Financial statements of the Company and notes to these statements are issued and audited independently in compliance with the rules of the Capital Markets Board. The financial statements, the notes to these statements, and the independent audit report are first assented by the Audit Committee and then submitted to the approval of the Board of Directors. After the authorized signatures are affixed, the financial statements, the notes to these statements, the independent audit report, and the statement of responsibility approved by the Board of Directors are forwarded by the Financial Affairs to the CMB and BIST via the Public Disclosure Platform (PDP) in compliance with the Capital Markets Law and BIST regulations. Financial statements and their notes are also published on the Company website.
Pursuant to the Capital Markets Legislation and the Turkish Commercial Code, announcements including calls to the general meeting of shareholders, capital increase, dividend payment, prospectus, circular, etc. are made via Trade Registry Gazette and other newspapers.
Disclosures and presentations made as well as reports distributed during roadshows, disclosure meetings or press meetings with a specific group of investors or analysts of intermediary institutions are also posted on the Company website and made available to everyone.
Investor Relations Department is responsible for following up on anything related to public disclosures and for answering any question directed to the Company. This Department replies to all written and verbal questions directed to the Company during the year, and informs the Board of Directors on the questions asked and replies given.
The Investor Relations and Corporate Communication Department of the Company follows up the printed and visual media daily. News related to the Company is reported to the senior management every morning, and the content of the news is checked.
Should it be decided to make a public disclosure about news and rumors reported by the media outlets but not lead to an obligation to make a material disclosure under the Material Disclosures Communiqué, a material disclosure is made subject to the approval of the CEO.
Members of the Board of Directors have direct or indirect regular access to insider information, and they have administrative responsibilities, acting in the name and on behalf of the Company and making management decisions that impact the Company's development and commercial activities. Accordingly, the Member of the Board of Directors and the CEO are individuals with administrative responsibilities. Individuals that have access to insider information are identified and the list of these individuals are kept up-to-date and shared with the Central Registry Inc.
Officers and other employees that know only a specific portion of the Company business due to their duties and have limited general disclosure are not considered among individuals that have access to insider information.
5- Maintaining the Confidentiality of Insider Information
Until a material disclosure is made to the public, the confidentiality of insider information is maintained in compliance with the Code of Ethics and Standards of Professional Conduct approved by the Board of Directors as well as with the applicable legislation. Employees are required to take all necessary measures for maintaining the confidentiality of insider information in compliance with the code of ethics and applicable legislation. No Alarko employee may be engaged in any activity that will bring profit by the trading of shares based on insider information.
Any employee becoming aware of any violation of the Code of Ethics and Standards of Professional Conduct is required to immediately report such violation to the Ethics and Integrity Committee and/or Chairman of the Board of Directors. If it is determined that such a violation has actually taken place, necessary disciplinary actions will be taken.
6- Disclosure of Forward-Looking Statements:
The Board of Directors makes forward-looking statements in the annual reports. In case of any material development, a material disclosure is made. Forward-looking statements may also be included in investor presentations of the Company and posted on the Public Disclosure Platform.
This Disclosure Policy has come into force when approved by the decision of Alarko Holding A.Ş. Board of Directors dated 16/09/2022 and numbered 870.