2. Investor Relations Department
• The Company carries out its relations with shareholders through the Zorlu Group of Companies Investor Relations Directorate. Information for this Directorate is given below:
Department Director : Serap Mutlu Department Manager : Başak Dalga Phone : (212) 282 28 10 E-mail : [email protected]
The main activities carried out by the Investor Relations Directorate on behalf of the Company in 2013 are summarized below:
• The Directorate participated in 2 conferences organized by various brokerage firms and 2 roadshows; • Nearly 50 one-on-one meetings were held with the investors and analysts.
• During the relevant period, nearly 70 questions were received via e-mail and about 40 by phone. 3. Shareholders’ Exercise of Their Right to Obtain Information
• During the year 2013, the Company has received information on various topics from the shareholders. These queries were responded to either verbally or in writing, by phone, e-mail or mail in line with each investor’s request. Clear and detailed responses were provided to the queries received in accordance with the Company’s public disclosure policy, and all questions, apart from those relating to trade secrets, were answered to the satisfaction of the investors. • During the period of 2013, developments that might have an impact on the shareholders’ exercise of their rights were
disclosed to the investors through the material event disclosures made via the Public Disclosure Platform (PDP) and the Company’s website.
• In order to facilitate the exercise of the shareholders’ right to obtain information, one of the most essential rights of shareholders, the Company included all the information required by the Corporate Governance Principles on the corporate website. The Investor Relations Directorate is responsible for updating and monitoring the website.
• Article 14 contained in the Company’s Articles of Association regarding the appointment of a special auditor, which stated that; “Any shareholder representing one-twentieth of the Company’s issued capital who asserts an incident of abuse in connection with the formation or management operations of the Company or a flagrant violation of the provisions of the applicable law and Articles of Association within the last two years, may request from the General Assembly to appoint a special auditor to verify these assertions or the accuracy of the balance sheet. If such request is rejected by the General Assembly, shareholders representing at least one-twentieth of the Company’s issued capital shall have the right to request the relevant court to appoint a special auditor to investigate the case.”, was amended within the scope of the amendments made to the Articles of Association at the Ordinary General Assembly meeting for 2012, held on May 30, 2013, so as to provide; “Relevant provisions of the Turkish Commercial Code and the Capital Market Law shall apply to the audit of Company and other matters stipulated in the legislations” and to this date, the Company has not received any request for the appointment of a special auditor.
4. General Assembly Meetings
• The Company held its Ordinary General Assembly Meeting for 2012 on May 30, 2013 at 2:00 PM, at the address of Organized Industrial Zone Sarı Cad. No: 29 Bursa.
• Invitation for the meeting was made in due time as set out in the Law and the Company’s Articles of Association, by being published in the Turkish Trade Registry Gazette issue 8316 dated May 09, 2013, in Dünya newspaper dated May 09, 2013 and in Bursa Hakimiyet Newspaper dated May 09, 2013, and also posted on the Public Disclosure Platform, E-General Assembly System of Merkezi Kayıt Kuruluşu A.Ş. as well as on the Company’s website at (www.zorluenerji. com.tr), by announcing the day and agenda of the meeting. In order to facilitate attendance to the General Meeting, announcements were published in two Turkish newspapers with high circulation and access to any and all information concerning the Ordinary General Assembly, including the meeting invitation, was ensured by being posted on the Company’s website.
• The annual report, financial statements, the Articles of Association, and the General Assembly Information
Document prepared in accordance with the Capital Markets Board regulations were made available for the review of shareholders prior to the General Assembly Meeting, at the Company’s headquarters and at the address of Zorlu Plaza 34310 Avcılar/Istanbul. All this information was also published on the corporate website together with the General Assembly Meeting announcement and the agenda.
• Neither the shareholders, the Capital Markets Board nor any related public companies and institutions proposed items to be included in the agenda prior to the General Assembly Meeting.
• In accordance with the “Communiqué Regarding the Electronic General Assembly System to be Implemented in the General Assembly Meetings of Joint Stock Companies”, published in the Official Gazette dated 29.08.2012 and numbered 28396, shareholders were granted the right to attend and cast vote at the General Assembly through an electronic medium.
• Out of 50,000,000,000 shares corresponding to the Company’s total share capital of TL 500,000,000; 308,945 shares representing TL 3,089.45 in capital were present in person, and 41,337,954,391 shares representing TL 413,379,543.91 in capital were represented in proxy at the General Assembly Meeting. Accordingly, the meeting quorum as set forth by law and the Company’s Articles of Association was present.
• The Company’s Articles of Association contain no provisions regarding the participation of stakeholders and media members at the General Assembly. However, their participation is allowed as long as the Company is notified in advance. No stakeholders or media members attended the Company’s 2012 Ordinary General Assembly Meeting. • It was ensured that Board members who were related to the significant agenda items of the General Assembly, other
related persons, officers who had responsibility in the preparation of financial statements and auditors were present at the General Assembly Meeting so that they can provide necessary information and answer questions.
Financial Inf
• Shareholders were allowed to express their opinions and pose questions under equal conditions at the General Assembly Meeting, and all questions posed by shareholders were answered in detail. Shareholders introduced no motions during the meeting.
• At the General Assembly, the shareholders were informed about the donations and charities, amounting to TL 971,096.81 in total, made to Mehmet Zorlu Foundation and various institutions in 2013.
• Limit of the donations to be made in 2013 pursuant to article 19 of the Capital Market Law numbered 6362 was determined and submitted to the approval of the General Assembly.
• Minutes of the General Assembly are made available for the review of shareholders at the Company’s own
headquarters and at the address Zorlu Plaza 34310 Avcılar/Istanbul. Additionally, all announcements, documents, and other materials related to General Assembly meetings are accessible to shareholders and to all other stakeholders on the Company’s website.
• Company’s Extraordinary General Assembly Meeting was held on 28.03.2013, at 2:00 PM, at the address of Organized Industrial Zone Sarı Cadde No:29 Bursa.
• Invitation for the meeting including the agenda was made in due time as set out in the Law and the Company’s Articles of Association, by being published in the Turkish Trade Registry Gazette issue 8272 dated March 06, 2013 and in Bursa Hakimiyet newspaper’s issue dated March 06, 2013, Dünya newspaper’s issue dated March 06, 2013 and also posted on the Public Disclosure Platform, E-General Assembly System of Merkezi Kayıt Kuruluşu A.Ş. as well as the Company’s website at “www.zorluenerji.com.tr”, by announcing the day and agenda of the meeting. In order to facilitate attendance to the General Meeting, announcements were published in one Turkish newspaper with high circulation and access to any and all information concerning the Extraordinary General Assembly, including the meeting invitation, was ensured by being posted on the Company’s website.
• Out of 50,000,000,000 shares corresponding to the Company’s total share capital of TL 500,000,000; 308,945 shares representing TL 3,089.45 in capital were present in person, and 41,337,954,391 shares representing TL 413,379,543.91 in capital were represented in proxy at the General Assembly Meeting. Accordingly, the meeting quorum as set forth by law and the Company’s Articles of Association was present.
• At the meeting, it was decided to elect Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for the audit of both the accounts and operations of 2013 and to conduct the audit under Capital Market Law and the relevant legislations and the Turkish Commercial Code and the relevant legislations; and to accept the “Internal Directive on the Working Principles and Procedures of Zorlu Enerji Elektrik Üretim A.Ş.’s General Assembly”, which was announced on the Company’s website at www.zorlunenerji.com.tr, the Public Disclosure Platform and the E-General Assembly System of Merkezi Kayıt Kuruluşu A.Ş. and submitted to the approval of the shareholders.
5. Voting Rights and Minority Rights
• Each share entitles the holder to one (1) voting right at the Ordinary and Extraordinary General Assembly meetings. • There are no cross-ownership relationships in the Company’s share capital.
• Minority shareholders and stakeholders are not represented in management. However, two independent members serve on the Board of Directors to ensure equal representation of minority shareholders primarily, and of all the shareholders and stakeholders.
6. Dividend Right
• The Company’s shares provide no privileges concerning the distribution of profits. Each share is entitled to an equal dividend.
• The Company’s Dividend Distribution Policy is presented to the shareholders each year as a separate agenda item at the General Assembly Meeting, and also announced to the public on the Company website as well as in annual reports.
• In relation to dividend distribution policy, at the Ordinary General Assembly Meeting for 2012, which has convened on May 30, 2013, the shareholders were informed that the Company will continue to implement the dividend distribution policy set out by the Board of Directors’ decision dated May 7, 2007 and numbered 2007/9 that reads as follows: “The Company shall distribute dividends that are equal to minimum twenty-five percent of the distributable profit in cash or in the form of bonus shares to shareholders in year 2007 and in subsequent years, in line with the provisions of the Articles of Association. The amount of dividends to be distributed shall be proposed depending on the domestic and global economic conditions and the Company’s growth plan by the Board of Directors each year at the General Assembly Meeting.”
• Even though the Company had reported a net profit in its 2012 Consolidated Financial Statements prepared in accordance with the “Communiqué Serial XI No: 29 on the Principles of Financial Reporting in Capital Markets”, due to the fact that there were accumulated losses from previous years and that no distributable profit was left after the deduction of the 2012 net profit 2012 from the previous years’ losses, and the Company had reported a net loss in its statutory financial statements prepared in accordance with the Tax Procedure Law, it was decided at the 2012 Ordinary General Assembly Meeting that no profit shall be distributed; hence, no dividend distribution took place. 7. Transfer of Shares
• The Company operates in a regulated market; therefore, in order to comply with the requirements of the laws and regulations imposed by EMRA, Article 21 of the Company’s Articles of Association states, “Any transfer of at least 5% of the company’s registered shares requires the consent of the Energy Market Regulatory Authority, pursuant to Article 6 of these Articles of Association and in line with EMRA regulations.” And, “The transfer of the company’s shares is unrestricted, provided that it complies with the provisions set forth in the Turkish Commercial Code, the Capital Market Law, EMRA regulations, as well as these Articles of Association.”
• Article 6, subparagraph 9 of the Articles of Association states: “Approval will be obtained from the Energy Market Regulatory Authority for and whenever any real person or legal entity directly or indirectly acquires shares representing five percent or more of the Company’s capital, resulting in the share of any shareholder to exceed five percent of the share capital and/or transactions causing the share of any stockholder to drop below the aforementioned rates or share transfers that result in a change of control in the shareholding structure of the legal entity, independently from the aforementioned acquisitions of shares. This provision also applies to voting right acquisition.”
PART II- PUBLIC DISCLOSURE AND TRANSPARENCY 8. Disclosure Policy
• The Company’s public disclosure policy was formulated in 2005 in accordance with the CMB’s Corporate Governance Principles. The disclosure policy was revised and publicly disclosed on August 25, 2009 by being published in the Istanbul Stock Exchange Daily Bulletin and on the Company’s website (www.zorluenerji.com.tr).
• The issues addressed by the Company’s public disclosure policy are outlined below:
- Ensuring that public disclosures are made in a complete, fair, accurate, timely, comprehensible manner and are made equally and easily accessible to all;
- Designation of the individuals authorized to manage the development, implementation and improvement of the disclosure policy, and the authorized persons for making public disclosures;
- Determination of the methods and tools of disclosure;
- Public disclosure of financial reports and designation of authorized individuals;
Financial Inf
- Public disclosure of material events and designation of authorized individuals;
- Written/verbal statements-press releases/conferences and designation of authorized persons to make public disclosures;
- Disclosure of forward-looking information; - Prohibited disclosure/silent period; - The website;
- Following up on news, rumors, and speculations;
- Establishing the criteria used in the designation of individuals with administrative responsibility; - Confidentiality protection procedure for insider information.
• The Board of Directors is responsible for the implementation, development and oversight of the Company’s Disclosure Policy. The monitoring and follow-up of all issues relating to public disclosure is under the responsibility of the executives in charge of financial management and reporting, and the Investor Relations Directorate. These executives perform their duties in close cooperation with Corporate Governance Committee, Audit Committee and Board of Directors.
9. Corporate Website and Its Content
• The Company has an easily accessible and active website. The website was created to inform shareholders, stakeholders, and the public in general in a clear, comprehensible and timely manner. The information on the Company’s website is regularly updated.
• The website covers the main information listed in the CMB’s Corporate Governance Principles. • There is also an English language version of the website for the use of foreign investors.
• The corporate website is accessible at the address www.zorluenerji.com.tr. Furthermore, pursuant to the “Regulation on Websites to be Launched by Joint Stock Companies” and the 1st paragraph of article 1524 of the TCC, in accordance
with the principles and procedures regarding the launching of a website, allocation of a section of this website to publishing the announcements that are required to be made by the company under the law and information society services, our Company procures Central Database Service Provider support services from Merkezi Kayıt Kuruluşu A.Ş. (CRA) and announcements that are required to be made by the Company by law is accessible through the e-Company Information Portal of the CRA.
10. Annual Report
• The annual report covers the main information listed in the CMB’s Corporate Governance Principles. Moreover, Board of Directors’ Annual Report was prepared in accordance with the provisions of the “Regulation Regarding the Determination of the Minimum Contents of the Companies’ Annual Reports”, published in the Official Gazette dated 28.08.2012 and numbered 28395.
PART III- STAKEHOLDERS 11. Informing of Stakeholders
• The Company regularly informs stakeholders on matters that concern them in line with its disclosure policy.
• In addition, the Company has an intranet system to keep employees informed, where Company-related information can be accessed subject to limits of authorization. All types of information of interest to and related to employees are provided in detail on the intranet.
• With respect to keeping customers and suppliers informed, the Company organizes informational meetings when it receives such requests.
• Stakeholders may submit to the Corporate Governance Committee, the Audit Committee or the Investor Relations Department, any company transactions they deem either unethical or contrary to regulations by contacting them via phone and/or e-mail.
12. Participation of Stakeholders in Management
• The Company has not developed a separate model in which stakeholders participate in management. However, the representation of shareholders and other stakeholders in the management is achieved by the presence of two independent members on the Board of Directors.
• In making decisions that may have a significant impact on stakeholders, executive managers are invited to Board meetings to offer their opinions on behalf of stakeholders. Additionally, the Company places importance on ensuring the participation of employees in Board meetings periodically in order to offer personnel the opportunity to voice their opinions directly.
13. Human Resources Policy
• The Company’s human resources policy is prepared in writing and involves recruitment, promotion, dismissal, training, performance appraisal and compensation systems. Employees are kept informed about job descriptions, job distribution as well as performance and rewarding criteria.
• No representative has been appointed to manage Company-employee relations. The representation of employees in management is achieved by the presence of two independent members on the Board of Directors.
• The training activities carried out to support the professional and personal development of employees are structured; a Training Catalogue was prepared which offers personnel the opportunity to choose training programs in line with their needs. Designed to monitor all the training activities in parallel with career plans, the Training Portal is accessible by all Company staff members both internally and externally.
• Employees are treated equally and without any discrimination whatsoever in all matters involving training, career development, promotion, and the like. No complaints have been received from the employees regarding discrimination.
14. Code of Ethics and Social Responsibility
• In all of its activities, the Company carefully takes into consideration the principles stated in the United Nations Global Compact, which has been signed by Zorlu Holding and binds all the Group companies.
• The Company’s Code of Ethics has been put in writing and communicated to the employees. Utmost care is taken to ensure compliance with the Code of Ethics that is formulated for the Board of Directors, the Company and its employees.
• The Company’s “Corporate Principles Guide” is published in both Turkish and English on the corporate website. • During 2013, the Company had all the necessary legal inspections carried out concerning environmental impact of
all its facilities and projects. The environmental impact of all projects is reviewed. According to environmental impact reports, no violations of environmental protection have been detected to date and all of the Company’s practices