A. Purpose and Mandate
Within the framework of the Turkish Commercial Code, Capital Markets Law (CML),
Capital Markets Board (CMB) and Borsa Istanbul (BIST) legislation and BIST
Corporate Governance Principles; Tekfen Holding (Company) implements a Disclosure
Policy to inform stakeholders fully, fairly, clearly, at the lowest possible cost
and in a timely manner about developments concerning the Company.
Tekfen Holding Disclosure Policy has been developed by the Board of Directors upon
the recommendation of the Corporate Governance Committee. The Board of Directors is
responsible for following up and reviewing the Disclosure Policy. The
Company’s Investor Relations and Corporate Governance Coordination Department
is responsible for the implementation of the Disclosure Policy.
B. Means and Methods
The disclosure means and methods used by our Company without prejudice to the
provisions of Capital Markets Board Legislation and the Turkish Commercial Code are
as follows:
- Material disclosures conveyed to Electronic Public
Disclosure Platform (KAP)
- Periodic financial reports submitted to the KAP
- Announcements and notices placed in the Turkish
Commercial Registry Gazette and daily newspapers (in the form of explanatory notes,
circulars, call to AGMs etc.)
- Press releases conveyed through the printed and
visual media
- Disclosures to data dissemination bodies
- Meetings, teleconferences or face to face meetings
with the participants of the capital market
- Corporate Internet web page (tekfen.com.tr)
- Telephone, e-mail, fax etc.
C. Principles Concerning Disclosure of Material
Information
a. Disclosure of Inside Information is
made in accordance with the CMB legislation regarding disclosure of material
information.
Disclosures of Material Information made by the Company in compliance with relevant
legislation are posted on the Company web site (www.tekfen.com.tr) one working day later, at the
latest, following their dissemination to the public through KAP system and is
maintained there for at least five years.
Information to be disclosed as material information is not made available to selected
investors or related parties prior to the disclosure.
b. Deferral of the announcement of inside
information
In order to prevent any harm against its legitimate interests, the Company may, under
its own responsibility, defer the disclosure of inside information with the proviso
that this would not mislead the public and that the Company is able to maintain
confidentiality of such information. As soon as the reasons for deferral cease to
exist, the disclosure will be made in compliance with the legislation. The reason
for the deferral and the underlying causes will be explained in the disclosure.
Deferral of inside information is subject to the decision of the Board of Directors
or the written approval of the person authorised by the Board of Directors. The
approval includes information about the deferred inside information, the impact of
the deferral on the protection of the Company’s legal rights, the fact that
there exists no risk of misleading the investors and the measures taken during the
period of deferral to protect confidential information.
Every precaution is taken should be taken to keep the inside information confident
due to the deferral. During the deferral of the announcement of the inside
information, in the event that rumours circulate concerning the deferred information
and if certain details are disclosed to the public in any manner as a result
of the fault of the persons responsible for maintaining confidentiality, the inside
information which becomes apparent shall be immediately disclosed to the public.
However, if such rumours do not stem from any fault of the Company, the deferral may
continue.
c. Disclosure concerning the use of shareholder
rights
In the event the following issues are finalised by the Board of Directors, a material
disclosure is made and also posted on the Company web site:
- Annual General Meeting (AGM) date, time, venue and
agenda, the way of using the right to attend the AGM is to be used and the
obligations that need to be fulfilled by those who wish to attend the AGM and those
who wish to vote by proxy.
- Discussion and final resolution concerning agenda
items and other issues, instances when the AGM cannot be held, information about the
total number of shares and the total voting rights,
- Disclosure concerning payment of dividends,
issuance of new shares, allocation of capital increases, use of the right of
obtaining new shares, the cancellation of increased shares.
d. Measures to be taken to maintain
confidentiality until inside information is disclosed
Company employees are informed about their obligations regarding keeping the inside
information confidential, which they may have got possession of while performing
Company business or undertaking business and processes on behalf of the Company, and
not using such information to obtain benefit for themselves or for third parties or
unauthorised disclosure of information to third parties.
Additionally, in compliance with CMB legislation, Investor Relations and Corporate
Governance Department keeps a roster of persons who work for the Company either
through a work contract or otherwise and who have regular access to inside
information and the roster is updated when there is a change. The inside information
access roster and the updates on the roster are forwarded to CMB and BIST if
requested. Everyone on the roster is informed in writing about the protection of
inside information and adherence to the rules of confidentiality.
Moreover, disclosure of this information to lawyers, independent auditors, tax
consultants, credit institutions and financial service providers who are bound by
rules of confidentiality is not considered unauthorised disclosure providing that
these persons need to know this information while performing their duties. To this
end, the person to whom the information is to be disclosed must be under the
obligation of confidentiality based on a legal arrangement, articles of association
or a special agreement.
e. Persons authorised to make material
disclosures
Disclosures of material information of the Company are prepared by the Investor
Relations and Corporate Governance Coordination Department. This unit is also
responsible for overseeing and following up all issues concerning enlightening the
public.
There are at least three executives in the Company responsible for making material
disclosures and authorised to represent the Company and have binding authority for
it and their names, authorities and titles are submitted to the BIST and CMB in
writing. When there is a change in these individuals the notification is updated.
These executives undertake this responsibility in close cooperation with the Audit
Committee and the Corporate Governance Committee.
D. Disclosure of Financial Reports
The Company’s annual and interim financial tables and footnotes are prepared in
compliance with the Financial Reporting Standards promulgated by CMB.
Before the financial tables are disclosed, the Audit Committee obtains the views of
the designated executives of the partnership and those of independent auditors
ascertaining the financial tables’ compliance with principles of accounting
promulgated by the CMB, their accuracy and correctness and submits them along with
its own evaluations to the Board of Directors for approval.
Financial tables audited by independent auditors are forwarded to KAP after the close
of BIST session, following the Company Board of Directors’ decision to approve
the financial tables accompanied with an independent audit report bearing the
signature of the person authorised to represent the independent audit company and
having binding authority for the same. Unaudited financial tables are forwarded to
KAP after the close of BIST session following the Company Board of Directors’
decision to approve the financial tables. During the announcement and disclosure of
annual and interim financial tables and annual reports, the statement of
responsibility regarding the truthfulness of these reports is also disclosed while
submitting the reports to BIST. This declaration shall be signed by the Company CEO
and the division head in charge of the preparation of the reports or, in case a
division of labour is effected between the Board of Directors, by the executive who
has taken on this responsibility.
Following their public disclosure, annual and interim financial reports and annual
reports are published on the Company web site (www.tekfen.com.tr) and remain open to public access for
at least five years. These reports may also be readily obtained from the Investor
Relations and Corporate Governance Coordination Department.
Annual financial tables and annual reports are submitted for shareholders’
review at the Company headquarters at least fifteen days prior to the annual general
meeting and forwarded to shareholders who request it.
The financial tables, which are prepared according to fiscal regulations and
standards, are forwarded to the BIST simultaneously with the relevant authorities
they are forwarded to.
E. Disclosure to Stakeholders
Presentations, where the Company results are evaluated, are published on the Company
web site (www.tekfen.com.tr) in the Investor Relations section under the title
“Presentations”, immediately after annual and interim financial tables
and annual reports are disclosed.
In the presentations, in addition to assessments concerning the Company activities
regarding the previous term, future forecasts, expectations and evaluations may also
be included within the framework of the Company’s general strategy and budget
data. However, such forecasts and expectations are susceptible to certain risks and
unforeseeable factors due to the unpredictability of the future. Therefore, a waiver
explaining that these forecasts, expectations and evaluations are based on various
assumptions and that the future results may differ from these expectations must be
included in these presentations. In subsequent terms, when it becomes clear that
these forecasts will not be realised, the relevant information will be revised.
The Company may also organise meetings or teleconferences to inform all stakeholders
in the days following the disclosure of financial reports. It is essential that high
level Company executives attend these meetings. Information regarding attendance to
these meetings and teleconferences are announced at least 15 days in advance over
the Company web site and presentations to be used in these meetings are announced
one day before the meetings. Attendance information regarding the meetings and
teleconferences to be held are e-mailed by the Investor Relations and Corporate
Governance Coordination Department to anyone requesting such information.
Depending on requests from investors and analysts, investor/analyst meetings or
conferences to be held in Turkey or abroad may be attended by the representatives of
the Investor Relations and Corporate Governance Coordination Department and high
level Company executives. Additionally, work schedule permitting, one-to-one
meetings may be held with investors and analysts requesting such meetings.
F. Rumour Control
Company news appearing in the media are followed up daily by the Company’s PR
contractor and forwarded to the Company. In the event news items or rumours
appearing in the media, the market or the Internet are of a significance that may
affect the Company’s share value and differ in content from previously
disclosed material information, explanatory notes, circulars, CMB approved
announcements, financial reports and other public disclosure information; a material
disclosure shall be made without waiting for a warning, notification or request from
the CMB or BIST regarding the correctness or adequacy of these.
However, when information contained in such news items or rumours comprise of
information previously made public through explanatory notes, circulars, CMB
approved announcements and financial reports and if they do not contain any
additional information and if, upon an assessment made by the Company management
that such news and rumours are not of a significance that may affect the
Company’s share value, no announcement shall be made.
However, in the event such news and rumours pertain to information the disclosure of
which has been deferred by the Company, the decision to continue deferment rests
with the person or body authorised to make the deferral.
In cases when the Company wishes to make a disclosure regarding news items and
rumours appearing in the media which do not necessitate a material disclosure
according to relevant legislation, persons authorised to make a public disclosure on
behalf of the Company may publish in the press or over the Company web site formal
denials, press releases or a material disclosure appropriate for the significance
and nature of the incident.
In the event BIST or CMB requests an explanation regarding news appearing in the
media a public disclosure regarding the issue is made immediately.
G. Persons with administrative responsibility
Persons in the Company with administrative responsibility in accordance with relevant
legislation are as follows:
- Board of Directors and audit committee members,
- Although not a member of these bodies, President
& CEO of Tekfen Group of Companies and Vice Presidents who have direct or
indirect access to Company inside information and who have the authority to take
managerial decisions affecting the Company’s future development and commercial
objectives.
- Members of the board of directors and general
managers of subsidiaries that make up 10% or more of the total assets of our company
in the last annual financial reports
Within this framework, persons and managers in the Company who do not have regular
access to inside information or who have regular access to inside information but
who do not have the authority to take managerial decisions affecting the
Company’s future development and commercial objectives are not considered to
be persons with administrative responsibility.
Persons who have administrative responsibility and those persons, who are considered
to be closely related to them, undertake all responsibility for reporting of all
buying and selling transactions of the Company shares to the BIST.
H. Persons Authorised to make Press Announcements and
Public Disclosures
All requests for information and reports within the framework of previously disclosed
information regarding Company activities or financial status not considered as trade
secrets and all queries are addressed by Investor Relations and Corporate Governance
Department by telephone, e-mail or through meetings.
Interview and talk show requests from the printed and visual media and various
distribution channels are primarily directed towards the Company Corporate
Communications Department and the coordination of relevant Company officers
regarding the issue is undertaken by this unit. Moreover, press conferences and
announcements are coordinated by the same unit upon approval of the relevant Vice
President.
In the event any inside information is inadvertently disclosed during these
announcements made by Company managers, a separate disclosure is made immediately in
accordance with relevant legislation.
With the exception of the process described above, Company employees are not
authorised to answer any queries from capital market participants or any
enterprise/person.
Contact information regarding Investor Relations and Corporate Governance Department
is available on the Company web site.
I. Analyst Reports
Analyst reports prepared about the Company are not published on the Company web site
and no responsibility is assumed concerning the model used in the preparation of
these reports or their conclusions. On the other hand, if requested, the accuracy of
the information in these reports may be reviewed.
The names and contact information regarding the firms of the analysts who follow up
the Company are published on the Company web site.
J. Web site
The Company web site (www.tekfen.com.tr) is used actively in informing and
enlightening the public. The following information is included in the Investors
relations section of the Company web site:
- Commercial registry information
- Updated shareholder structure
- Information about the members of the Board of
Directors and Audit Board
- Material Disclosures
- Annual and interim financial tables and annual
reports
- Calls for AGMs, agenda, information document,
meeting minutes, attendance lists
- Proxy forms
- Updated Articles of Association
- Disclosure policy
- Dividend policy and dividend history
- Company ethic values
- Corporate governance practice and corporate
governance principles compliance reports
- Information about Committees of the Board of
Directors
- Investor presentations
- News and announcements about investor meetings to
be held
- FAQ
- Other information that may be needed by
stakeholders