CORPORATE GOVERNANCE

Shareholders Share (%) Total (TL)
Verusa Holding 72.00 37,440,000
Free Float 28.00 14,560,000
Total 100.00 52,000,000

 

VERUSATURK GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş. DISCLOSURE POLICY

1. PURPOSE
Verusaturk GSYO A.Ş. (Verusaturk GSYO) Disclosure Policy is prepared in order to present to the public in an accurate, timely, complete, understandable, equitable and easily accessible manner to assist allottees, shareholders and stakeholders in making their decisions, based on the past performance of Verusaturk GSYO, its the future plans and expectations, its strategy, its developments regarding the target, considering the balance between the transparency of Verusaturk GSYO and the protection of its interests, within the scope of the information not covered by trade secrets. In case of a change within the scope of the Information Policy, which will be announced via the company website, it is presented to the public via the same channel.

2. SCOPE
The Information Policy covers issues that include what developments and information will be presented to the public, how often and through which channels, apart from the information determined by the legislation.

3. AUTHORIZATIONS and RESPONSIBILITY
Within the company, public disclosure and the monitoring, supervision and development of the Information Policy are under the authority and responsibility of the Company Board of Directors. Informing about subjects other than the information determined by the legislation: The persons authorized to inform about the strategy, plan and expectations, evaluation of past performance, sharing the target and vision and other issues are the members of the Board of Directors.

4. PRINCIPLES AND TOOLS OF PUBLIC DISCLOSURE
The disclosure policy is carried out through the following tools.

  • Special disclosures and other notifications announced via the Public Disclosure Platform (www.PDP.gov.tr) (“PDP”),
  • Financial statements and footnotes, independent audit reports, annual reports and statements of responsibility that are announced periodically through PDP,
  • Corporate website (www.verusaturk.com),
  • Advertisements and announcements made through the Trade Registry Gazette and daily newspapers,
  • Press releases, announcements made through printed and visual media
  • Communication tools such as Electronic mail etc.
  • Telephone, fax, etc.


5. SPECIAL CIRCUMSTANCE DISCLOSURES
The information to be disclosed to the public in line with the Special Circumstances Notification numbered II-15.1 prepared within the scope of compliance with the regulations in the Capital Market Law (Law) numbered 6362, is made on the PDP by using the relevant form in the PDP. Unless otherwise stated in the Special Conditions Communiqué numbered II-15.1, it is essential that the disclosures are made immediately. In the statement to be made; it is declared that the disclosure is in accordance with the principles of the Communiqué, that it fully reflects the information received by the issuer, that the information is in accordance with the issuer's books, records and documents, that all efforts are made to obtain complete and accurate information on the subject, and that it is responsible for these disclosures. Special circumstance disclosures are available in the Company News section at www.verusaturk.com/yatirimciiliskileri/ozeldurumaciklamalari and www.PDP.gov.tr. All measures to ensure confidentiality of special circumstances until their public disclosure are taken by the Board of Directors and the Investor Relations Unit.

6. WEBSITE
The company uses the website containing information and data stipulated by corporate governance principles and regulatory authorities for information and public disclosure. On our website; Information about Verusaturk GSYO's general introduction and history, contact information, partnership structure, trade registry information, articles of association, material event disclosures, power of attorney sample, board members information, periodic financial statements and activity reports, corporate governance principles compliance report, profit distribution policy, information policy is included. Maximum care is taken to keep the website up-to-date.

7. DISCLOSURE OF FINANCIAL STATEMENTS TO THE PUBLIC
Verusaturk GSYO annual and interim financial statements and related notes are prepared in accordance with the Turkish Commercial Law, and Turkey Accounting Standards and Turkey Financial Reporting Standards determined according to the  regulations promulgated by the Capital Market Law in this context, and are made public via PDP following the approval of the Board of Directors in accordance with the procedure and within the time specified in the Capital Market Law regulations. Financial statements disclosed to the public and related footnotes are published under a separate heading on the Verusaturk GSYO investor relations website within the next business day after the announcement. The said Financial statements and footnotes are published on the Verusaturk GSYO website for five years. Necessary information that shareholders may need regarding financial statements and related footnotes is available on Verusaturk GSYO's website and is regularly updated. All applications and questions made by the shareholders are answered by phone or e-mail without any discrimination.

8. PUBLIC DISCLOSURE OF THE ACTIVITY REPORT
Verusaturk GSYO annual and interim activity reports are prepared in accordance with the Turkish Commercial Code, Capital Markets Law, Capital Markets Board Corporate Governance Principles and other regulations put into effect in this context, and are disclosed to the public via PDP following the approval of the Board of Directors in line with the periods and procedures specified in the relevant regulations. The activity reports disclosed to the public are published under a separate heading on the Verusaturk GSYO website within the working day after the announcement at the latest. The said activity reports are published on the Verusaturk GSYO website for five years.

9. TURKISH TRADE REGISTRY GAZETTE ANNOUNCEMENTS
General Assembly Meeting Agenda, Samples of Power of Attorneys, General Assembly Meeting Resolutions and all Articles of Association Amendments including Capital Increase are announced to the public through the Trade Registry Gazette.

10. NEWS AND RUMORSS IN MEDIA ORGANS AND SIMILAR COMMUNICATION CHANNELS
The follow-up of news and rumors appearing in the market, in written, visual or audio media and / or on the internet, is carried out by following the current market. Verusaturk GSYO, in principle, does not express any opinion on unfounded news, market rumors and speculations that are not sourced from Verusaturk GSYO. In case of existence of news and rumors about Verusaturk GSYO, which may affect the investment decisions of investors or the price of capital market instruments, that are not originating from persons authorized to represent Verusaturk GSYO, a special circumstance disclosure is made within the framework of the capital market legislation regarding the accuracy and / or adequacy of thee rumors. However, Verusaturk GSYO may refrain from making any statement in cases where there is a decision to postpone a statement regarding the matter until the reasons for postponement are removed. In the event that the said news or rumor is not important to be considered as inside information, no opinion is given unless it is deemed necessary by the persons authorized to make public disclosure on behalf of Verusaturk GSYO.

11. ANNOUNCEMENT OF EXPECTATIONS AND TARGETS
Verusaturk GSYO may explain its future expectations from time to time within the framework of its Information Policy. In the written documents in which Verusaturk GSYO explains its expectations for the future, it is clearly stated that possible risks, uncertainties and other factors can significantly modify the actual results from the expectations. The expectations for the future can only be made by persons authorized to make public disclosures and by expressing the above warnings or by referring to an existing and publicly available written document. The expectations for the future included in the explanations to be made are based on reasonable assumptions and estimates and are explained together with the reasons and data on which the estimates are based. Expectations cannot contain unfounded and exaggerated predictions; can not be misleading and is associated with Verusaturk GSYO's financial status and activity results. If it is understood that future expectations and their bases are not realized or will not be realized, this situation is immediately disclosed to the public within the framework of the procedures specified in the Disclosure Policy and the said information is revised.

VERUSATURK GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş. PROFIT DISTRIBUTION POLICY

Verusaturk GSYO A.Ş. (Verusaturk GSYO) Dividend Distribution Policy has been determined in line with Turkish Commercial Code, Capital Markets Law and the legislation, regulations and decisions published by the Capital Markets Board and the relevant provisions of the Tax Procedure Law; Corporate Governance practices  in line with Verusaturk GSYO's strategies and financial plans, taking into account the state of the country's economy and the sector, and by considering the delicate balance between the expectations of the shareholders and the needs of Verusaturk GSYO. Verusaturk GSYO's principles regarding profit distribution are explained in Article 30 of the Articles of Association. Verusaturk GSYO has adopted the principle of determining the amount of dividends to be distributed in accordance with the decision taken at the General Assembly, within the framework of the provisions of the Turkish Commercial Code, the Capital Market Law and the provisions of the Articles of Association, not less than the rate and amount determined by the Capital Markets Board. The regulations of the Capital Markets Board are complied with regarding the time of profit distribution. Verusaturk GSYO does not have any privileges in profit distribution, and all of the existing shares in profit distribution benefit from the profit share equally. If the Board of Directors proposes to the General Assembly not to distribute the profit, the shareholders are informed about the reasons of this situation and the usage of the undistributed profit at the General Assembly Meeting. Likewise, this information is shared with the public by including in the annual report and on Verusaturk GSYO's website. This policy is submitted for the approval of the shareholders at the first General Assembly Meeting. The changes made in this policy are also submitted for the approval of the shareholders at the first general assembly meeting after the change, and they are made public on the website by being included in the annual report of Verusaturk GSYO.

VERUSATURK GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş. REMUNERATION POLICY

1. PURPOSE AND SCOPE

Verusaturk GSYO A.Ş. (Verusaturk GSYO) Remuneration Policy document defines the remuneration system and applications of Verusaturk GSYO and the principles and rules required for structuring, monitoring and controlling these applications. The Remuneration Policy defines the basic principles of Verusaturk GSYO's remuneration approach, reflects Verusaturk GSYO's mission, strategy and values used in this approach, and highlights the governance principles and compliance needs for remuneration practices. The remuneration policy includes managers and employees at all levels of Verusaturk GSYO

2. PRINCIPLES AND APPLICATION PRINCIPLES
A fixed wage is determined at the ordinary general meeting every year to be valid for all members of the Board of Directors. Fixed wages are cash payments made in fixed amounts at certain times of the year on a regular and continuous basis, regardless of performance. Such wages are determined by considering the financial situation of Verusaturk GSYO and are paid mainly to all employees according to the working time, title and the nature of the job. It is essential that fixed wages to be paid to the Board Members, Senior Management and employees of Verusaturk GSYO are compatible with the ethical values, internal balances and strategic targets of Verusaturk GSYO and not associated with short-term performance.

3. DUTIES AND RESPONSIBILITIES
The ultimate authority and responsibility for ensuring the effective execution and management of Verusaturk GSYO's remuneration practices within the framework of the relevant legislation and this Policy belongs to Verusaturk GSYO's Board of Directors. The Board of Directors ensures the effectiveness of the Policy by reviewing it at least once a year. Verusaturk GSYO's senior management is responsible against the Board of Directors for the effective execution and management of the company's remuneration practices within the framework of the relevant legislation and this Policy.

VERUSATURK GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş. DONATION POLICY

Verusaturk GSYO A.Ş. (Verusaturk GSYO) Board of Directors can make donations on behalf of our company within the upper limit to be determined by our shareholders at the General Assembly meeting. In this regard, our Board of Directors acts in accordance with the principles set out in the Donation and Aid Policy and the regulations to be made by the Capital Markets Board on the subject.

Principles Regarding Donations and Aids:

  • Verusaturk GSYO can make donations and aids to people, non-governmental organizations, public institutions and organizations, associations and foundations, who are active in the fields of education, arts and culture or related to their field of activity.
  • The upper limit that will be valid for the total of donations and aids that can be made by Verusaturk GSYO in each fiscal year is presented to the approval of the shareholders by the Board of Directors at the ordinary General Assembly meeting to be held for the previous fiscal year.
  • Donations and aids to be made by Verusaturk GSYO are made based on the decision of the Board of Directors. The Board of Directors may decide to make donations and aids within the upper limit determined at the ordinary General Assembly meeting.
  • The changes suggested by our Board of Directors to the Donation and Aid Policy are also submitted to the information of our shareholders at the General Assembly meeting and come into effect with the decision of the General Assembly.
  • The activities and sponsorship activities carried out by Verusaturk GSYO within the scope of the Corporate Social Responsibility Policy are carried out within the framework of the general authorization determined by our Board of Directors, independent of the Donation and Aid Policy.

AUDIT COMMITTEE
Name Surname Task
Mithat KILIÇ President
M.Ege Yazgan, PhD Member

 

RISK COMMITTEE
Name Surname Task
Mithat KILIÇ President
M.Ege Yazgan, PhD Member

 

CORPORATE GOVERNANCE COMMITTEE
Name Surname Task
M.Ege Yazgan, PhD President
Mithat KILIÇ Member
Mustafa ARSLAN Member

VERUSATURK GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş. DUTIES AND OPERATING PRINCIPLES OF AUDIT COMMITTEE

I.PURPOSE
The purpose of this document is to define the duties and working principles of the Audit Committee to be established by the Board of Directors of Şok Marketler Ticaret A.Ş. The Committee will assist the Board of Directors in the observation of Verusaturk GSYO's accounting system, operational and operational risks, disclosure of financial information, the functioning and effectiveness of the independent audit and the internal control system in accordance with the capital market legislation, evaluating the issues determined within the framework of its evaluations and will report to the Board of Directors.

II. BASIS
This document has been prepared within the scope of the arrangements, provisions and principles of the Capital Markets Legislation, and the Corporate Governance Principles set out in the Capital Market Board. With the decision of our Board of Directors dated 06.02.2014 and numbered 2014/4, it was decided to establish an ‘Audit Committee within the Board of Directors of our Company in accordance with the II-17.1 Corporate Governance Communiqué issued by the Prime Ministry Capital Markets Board.

III. AUTHORITY AND SCOPE
The Committee is formed and authorized by the Board of Directors and functions under the Board of Directors. The Committee is empowered to invite erusaturk GSYO employees or representatives of individuals and organizations associated with Verusaturk GSYO, including affiliates, internal and external auditors (Auditors) and experts to their meetings and to receive information and to seek external legal and professional consultancy when needed. The costs of the consultancy services needed by the Committee are covered by Verusaturk GSYO. The Committee acts within its own authority and responsibility and makes recommendations to the Board of Directors; The final decision responsibility always belongs to the Board of Directors.

IV. ORGANIZATION
The Committee consists of at least two members elected from among Verusaturk GSYO Board members. The Chairman of the Committee and its members are selected from among the 2 independent Board members who are not in executive functions. Experts in accounting, finance, audit, law, etc. who have sufficient work experience in their fields and can analyze financial statements and reports take place in the committee. Those who directly undertake executive functions such as the Chairman of the Executive Board, General Manager and Assistant General Manager Responsible for Financial Affairs do not take part in this committee. The Committee is entitled to invite any managers it may deem necessary to the meetings and take their opinions. The members of the Audit Committee are appointed by the Board of Directors for 1 year. The committee is re-determined every year at the first Board of Directors meeting to be held after the ordinary general meeting. Members whose term has expired can be re-elected. Audit Committee meetings are held at least 4 times a year. When necessary, the independent audit firm attends the evaluation meetings regarding the financial statements made by the audit committee and provides information about its work. The decisions taken at the Committee meetings are put in writing by the Board of Directors secretariat, signed by the Committee members and archived.

V. DUTIES AND RESPONSIBILITIES
To determine the Independent External Audit institution and the scope of the services to be received from the independent audit firm and to submit it for the approval of the board of directors. To review the independent audit contracts and ensure that the independent audit process is started. To ensure the effective work of the independent audit firm, to follow up their work at every stage. To ensure that the important problems identified during or as a result of the audits carried out by the independent external auditors and their suggestions for the elimination of these problems are timely notified to and discussed by the Board of Directors. To review the work and organizational structure of the company's internal control unit; To make suggestions to the Board of Directors regarding the establishment of a healthy internal audit infrastructure in the company, defining the authorities and responsibilities of the internal audit unit, writing down the internal control processes, and the operation and supervision of the established structure. To examine and evaluate the internal audit report prepared by the internal audit unit, and to present its opinion to the board of directors. 3 To review the crisis plans regarding the recording and protection of transactions in case the computer system becomes inoperable and the management's accountability for the security and operation of the company's computer system. To investigate whether the warnings and recommendations made by the auditors regarding internal control are implemented. Accounting System and Financial Reporting To audit the compliance of the periodic financial statements and footnotes to be disclosed to the public with the current legislation and international accounting standards and to notify the board of directors in writing, taking the opinion of the responsible managers of the company and the independent audit firm. To review the annual report to be disclosed to the public and to review whether the information contained therein is correct and consistent according to the information of the Committee. To investigate the effects of changes in accounting policies, control system and legislation on financial statements that will significantly affect the preparation of the financial statements of the company and to report to the Board of Directors. Other Responsibilities To review the transactions left to the evaluation and decision of the Company management in their transfer to accounting records such as valuation of assets and resources, guarantees and sureties, fulfillment of social responsibilities, lawsuit provisions, other liabilities and contingent events. To review the results of the audits and investigations carried out by the regulatory authorities, to submit suggestions regarding necessary corrections in writing to the Board of Directors. To observe the compliance with the legal regulations and internal regulations within the company and to ensure that the changes in the legal regulations regarding the activities of the Company are adapted to the Company structure. To initiate special audits if deemed necessary and to report the audit results to the Board of Directors. To perform other surveillance and monitoring activities requested by the Board of Directors.

VI. ENFORCEMENT
Verusaturk GSYO's Audit Committee duty and working principles entered into force with the decision of the Board of Directors dated 06.02.2014 and numbered 2014/4.

VERUSATURK GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş. CORPORATE GOVERNANCE COMMITTEE DUTIES AND WORKING PRINCIPLES

1. PURPOSE

The purpose of this document is to define the duties and working principles of the Corporate Governance Committee (Committee) to be established by the Board of Directors of (Verusaturk GSYO) The Committee was established to support and assist the board of directors for the monitoring of Verusaturk GSYO's compliance with corporate governance principles in accordance with the capital market legislation, the determination of board members, the determination of the Verusaturk GSYO approach, principles and practices in terms of remuneration, performance evaluation and career planning of board members and senior executives, overseeing investor relations.

2. BASIS
This document has been prepared within the scope of the arrangements, provisions and principles of the Capital Markets Legislation, and the Corporate Governance Principles set out in the Capital Market Board. With the decision of our Board of Directors dated 06.02.2014 and numbered 2014/4, it was decided to establish a ‘Corporate Management Committee within the Board of Directors of our Company in accordance with the II-17.1 Corporate Governance Communiqué issued by the Prime Ministry Capital Markets Board.

3. AUTHORITY AND SCOPE
The Committee is formed and authorized by the Board of Directors and functions under the Board of Directors. The Committee is authorized to obtain legal and professional consultancy from outside when needed during the execution of the activities, to get information by inviting experts in their fields to meetings or to invite the manager they deem necessary to their meetings. The costs of the consultancy services needed by the Committee are covered by the Company. The Committee acts within its own authority and responsibility and makes recommendations to the Board of Directors; The final decision responsibility always belongs to the Board of Directors.

4. ORGANIZATION
The Committee consists of at least two members elected from among Verusaturk GSYO Board members. The Chairman of the Committee is selected from among the independent Board members. It is compulsory for both members, in case the committee is composed of two members, or the majority of the members, in case there are more than 2 members, to be non-executive members of the board of directors. The Company's Chief Executive Officer cannot be assigned to the Committee. The members of the Corporate Governance Committee are appointed by the Board of Directors for 1 year. The committee is re-determined every year at the first Board of Directors meeting to be held after the ordinary general meeting. Members whose term has expired can be re-elected. Corporate Governance Committee meetings are held at least once a year. If necessary, it convenes at the Company headquarters upon the invitation of the Committee Chairman through the Secretariat of the Board of Directors. The decisions taken at the Committee meetings are put in writing by the Board of Directors secretariat, signed by the Committee members and archived.

5. DUTIES AND RESPONSIBILITIES
In accordance with the Communiqué on the Determination and Application of the Capital Market Corporate Governance Principles, the Corporate Governance Committee may additionally fulfill the duties of the Nomination Committee and the Remuneration Committee and the Early Risk Detection Committee. In accordance with this principle, the duties and responsibilities within the scope of the committees are given below. Establishing the Corporate Governance Principles of Corporate Governance Committee within the Company, ensuring their adoption and making suggestions for improvements in practices. Observing compliance with internal regulations that prevent conflicts of interest that may arise between the members of the board of directors, managers and other employees and the abuse of trade secret information. Making evaluations and suggestions regarding the structure and working style of the committees. Closely following developments and trends in corporate governance and researching their applicability in company management. Determining the terms of office of the members of the Board of Directors and Committees and making recommendations regarding periodic rotations. Supervising the work of the Investor Relations unit. Nomination Committee Determining the candidates who can be a member of the Board of Directors and present them to the Board of Directors for election at the General Assembly. 3 To make suggestions regarding the vacant memberships of the Board of Directors for various reasons Evaluating the candidates for independent board members positions, taking into account whether the candidate meets the independence criteria, and submitting the relevant assessment for the approval of the board of directors with a report. Receiving a written statement from the independent board member candidate stating that he / she is independent within the framework of the regulations in the Corporate Governance Principles of the Capital Markets Board at the time of nomination. Organizing orientation and training programs for members. Making suggestions regarding the structure and efficiency of the board of directors. Determining and monitoring the Company's approach, principles and practices regarding career planning and evaluation of the performances of the members of the Board of Directors and senior executives once a year. Remuneration Committee Making recommendations regarding the remuneration principles of the members of the Board of Directors and senior executives, taking into account the long-term goals of the company. Determining the criteria that can be used in remuneration in relation to the performance of the company and the member. Submitting suggestions to the board of directors regarding the remuneration to be paid to the members of the board of directors and senior executives, taking into account the degree of meeting the criteria.

6. ENFORCEMENT
Verusaturk GSYO's Corporate Governance Committee duty and working principles entered into force with the decision of the Board of Directors dated 06.02.2014 and numbered 2014/4.

VERUSATURK GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş. EARLY RISK DETECTION COMMITTEE AND WORKING PRINCIPLES

With the decision of our Board of Directors dated 06.02.2014 and numbered 2014/4, it was decided to establish an ‘Early Risk Detection Committee within the Board of Directors of our Company in accordance with the II-17.1 Corporate Governance Communiqué issued by the Prime Ministry Capital Markets Board. The working principles of the Early Risk Detection Committee have been regulated by the decision with the same number of our Board of Directors.

I. PURPOSE and SCOPE
Verusaturk GSYO A.Ş. The purpose of the Early Detection of Risk Committee affiliated to the Board of Directors (Verusaturk GSYO) is to give suggestions and offers to the Board of Directors regarding determining, defining, prioritizing, monitoring and reviewing the strategic, financial, operational risks and opportunities that may affect the activities of the company by calculating their effects and probabilities; managing, reporting, considering within the decision making processes these risks and opportunities in parallel to risk profile and interests of the company.

II. COMMITTEE ORGANIZATION
The Early Risk Detection Committee consists of at least 2 non-executive members of the Board of Directors, provided that the Chairman is an independent member of the Board of Directors. The Early Risk Detection Committee and its members are selected by the company's Board of Directors.

III. DUTIES POWERS AND RESPONSIBILITIES
To make suggestions and assist the Board of Directors on the determination, management and correction of all kinds of risk elements and opportunities that may be encountered in the activities of the company, the coordination with related departments, primarily internal control and internal audit departments, the review and evaluation of risk management systems, and to review the risk management systems at least once a year. The determination and follow-up of priorities for the integration of risk and internal control systems into the company and their efficiency, and ensuring that risk elements and opportunities are checked within the scope of risk management and are reported to the Board of Directors in terms of compliance are among the powers of the Early Risk Detection Committee. The Committee acts within its own authority and responsibility and makes recommendations to the Board of Directors; The final decision responsibility always belongs to the Board of Directors.

IV. ENFORCEMENT
Verusaturk GSYO's Early Risk Detection Committee duty and working principles entered into force with the decision of the Board of Directors dated 06.02.2014 and numbered 2014/4.