1. Purpose and Scope
The Company implements a disclosure policy within the framework of the Turkish Commercial Code, Capital Market Law and related communiqués, arrangements of Istanbul Stock Exchange (“ISE”) and general corporate governance principles to ensure that each shareholder and beneficiary would equally and impartially follow up company’s highlights with regard to public disclosure. Requests for information to be transmitted by the investors are replied besides the disclosures in compliance with the standards determined by the legal arrangements within the framework of this policy.
2. Authority and Responsibility
The Disclosure Policy is prepared and disclosed to the public by the Board of Directors. The Board of Directors is responsible for follow up, revision and development of the Disclosure Policy. The Corporate Governance Committee informs the Board of Directors, Supervisory Committee and Financial Affairs Unit on the matters including the “Disclosure Policy”.
3. Disclosure Methods and Instruments
Save as the provisions of the Capital Market Law and the related regulations and the Turkish Commercial Code are reserved, disclosure methods and instruments used by the Company are as follows:
1. Significant events of disclosures transmitted to the Istanbul Stock Exchange,
2. Financial statements and footnotes, independent audit report, declarations and annual reports etc. periodically transmitted to the ISE,
3. Announcements and declarations made by means of the Turkish Trade Registry Gazette and daily newspapers (prospectus, circular, call for General Assembly etc.),
4. Press releases made by means of written and visual media,
5. Disclosures made to the data distribution corporations such as Reuters, Foreks etc.
6. Information and discussion meetings made vis-à-vis or by teleconference with the participants of the Capital Market and disclosures made by the way of attendance to the national or international investor conferences.
7. Corporate website (www.parkelektrik.com.tr)
4. Public Disclosure
(i) Disclosures Made to Public
The Company discloses any and all highlights, to probably affect buying-selling decisions of the investors, to public within the framework of the principles determined by the CMB, unless those are within the scope of trade secrets. These disclosures are made by the persons authorized by the Company.
Necessary disclosures on the legal and commercial relations between the Company and real persons and legal entities, with which the Company has direct or indirect relations in respect of capital, management and supervision, are made by the Company within the framework of the provisions of the Capital Market Law and the related regulations.
(ii) Public Disclosure of Financial Reports and Annual Report
The Company discloses quarterly (for three, six, nine and twelve months) its financial reports duly prepared in accordance with the Capital Market Law and the IFRS. The financial reports transmitted to the ISE are also published in the corporate website. Analyst meetings are organized periodically to provide information on the financial results of the Company, disclose recent highlights of the Company and reply the questions. The Investor Relations Unit is responsible for the organization of these meetings; and the Chairman of the Board of Directors, Executive Member and many authorized personnel of the Company including the Company’s Top Executives attend these meetings and reply the questions of the analysts.
The Annual Report, including activities and financial results of the Company for the last one year and approved by the Board of Directors, is prepared in printed form each year. The Annual Report, transmitted to the institutions such as the ISE and the CMB, is disclosed to the public by the way of publication in the corporate website. On the other hand, the Annual Report is sent by mail or e-mail to the shareholders and beneficiaries, who informed their contact details to the Company.
(iii) Written and Visual Press Releases
The Company makes a disclosure through press at least once a year to disclose routine highlights with regard to the activities. Here, the purpose is to reach out to and inform a broader base. In case of any extraordinary event with regard to the Company other than the routine events, a press release is made. The contents of the press release consist of the news disclosed to ISE by means of significant events of disclosure before. The authority to make a press release belongs to the Chairman of the Board of Directors of the Company.
(iv) Disclosure of Expectations and Targets
Future expectations, estimates and targets based on these estimates might be presented in the corporate website, materials used during the presentations, annual reports and similar medium. The targets are determined according to the data procured by the current situation according to the strategies of the Company. The estimates are sensitive to the risks arising out of ambiguity on the future. The investors should also add the risks arising out of mining nature to the aforesaid risks. It is always possible that the targets might not be achieved. The investors might not evaluate the estimates and targets as the undertakings of the Company.
(v) Corporate Website
The Company prepared its corporate website (www.parkelektrik.com.tr) in both English and Turkish and designed it to enable easy access in the information under the public domain. The website is open to everyone and there is no access restriction.
The Company’s website principally includes history, vision, strategy of the Company, financial reports, annual reports, presentations, share price information, shareholding structure, corporate governance implementations, significant events of disclosure, contact details of the investor relations unit, information, documents and declarations on the General Assembly.
In addition to the related laws and regulations, the Company submits annual reports, independent audit report, Corporate Governance Compliance Report and Disclosure Policy for the information of the General Assembly.
All the possible measures were taken by Ciner Data Processing Group to ensure security of the internet website.
(vi) Analyst Reports
The responsibility for the analyst reports is attributable to the company preparing the reports. The Company might, if it desires, disclose the analyst reports in its corporate website by stating the source of the same. Furthermore, the Company may revise the accuracy of the information in the analyst report without commenting upon the request of the relevant analyst.
(vii) Follow-up of News and Disclosures on the Company
In case news, which may affect buying-selling decisions of the investors and the share prices, appear with regard to our Company in the press organs, then our Company immediately makes a significant event of disclosure with regard to the accuracy of the relevant news in compliance with the form specified in Annex 1 to the Communiqué regarding Significant Events of Disclosure. In case the news are accurate, however no disclosure has been made to the public before, the reason for delay in public disclosure is also stated in the significant event of disclosure. The Investor Relations Unit follows up the news broadcasted or published in the media with regard to the Company by the way of monitoring the media organs within the framework of the general possibilities.
(viii) Internal Data and Confidentiality
The internal data might be disclosed by only the Chairman of the Board of Directors and person or persons authorized by the Board of Directors on this matter. Assistant General Manager Tacigül Erdem and Investor Relations Unit Directors Yeşim Bilginturan and Selim Erdoğan were authorized for significant events of disclosure. The Company may postpone disclosure of the highlights, which fall within the scope of the public disclosure but might possibly jeopardize legal interests when disclosed, by exercising its postponement right specified in the legal arrangements. Insiders of the Company are informed on legal consequences of unauthorized disclosure of the internal data by the Company. The insiders, who may regularly access in the internal information, are the members of the Board of Directors, chief executive officer and his deputies, chief financial officer and his assistant, employees of the investor relations unit, secretary of the Board of Directors and auditors of the independent auditing company.
(ix) Disclosures on Exercising Equity Rights
The shareholders are notified on the General Assembly, capital increase, dividend payments, and mergers and split-off by means of prospectus and announcement, Trade Registry Gazette and daily newspapers within the framework of the Capital Market arrangements.
The relevant documents are also announced in the corporate website of Park Elektrik for easy access in addition to the means specified in the arrangement.
The date, place, agenda of the General Assembly, amendments to Articles of Association, if any, as well as form of proxy are published in 2 daily newspapers circulated in Turkey at least 21 days prior to the meeting in compliance with the Capital Market Law and the related regulations and the Corporate Governance Principles. The relevant announcement or informatory document specifies where the documents relating to the General Assembly (annual report, independent audit report, auditor’s report, informatory document) would be made available for review.
The General Assembly is duly held under the observance of officer of the Ministry of Industry and Commerce and the chairmanship of the Presidential Board.
At the General Assembly, information on the activities and financial results of the year is presented; and the matter of distribution of dividend for the relevant year and the date for the distribution are submitted to the General Assembly for ratification.
Information on re-election or replacement of the Board of Directors members, whose terms expire, and determination of their terms of office, re-election or replacement of the Board of Auditors members, whose terms expire, and determination of their terms of office, determination of the remuneration of the Board of Directors and Board of Auditors are all submitted to the General Assembly for ratification.
Amendments to the Articles of Association, deemed appropriate, and election of an independent auditor, if any, by the Board of Directors upon the proposal by the Board of Auditors are submitted to the General Assembly for ratification.
Dividend Policy, Disclosure Policy, Ethical Rules and donations and aids made in the relevant year are submitted to the General Assembly for ratification.
Transactions conducted with the related parties as required by the Capital Market and the foresight reports on the matter are submitted for the information of the General Assembly.
(x) Silent Period and Forbidden Period
The Company establishes “Silent Period” two weeks prior to the date when the financial results are to be disclosed in each disclosure period. During the Silent Period, the insiders authorized to make public disclosure do not comment on the financial status of the Company and reply questions of the analysts and investors on the financial status.
The Company establishes “Forbidden Period” three weeks prior to the date when the financial results are to officially be disclosed in each disclosure period. During the Forbidden Period, the employees and managers of the Company are forbidden to buy or sell shares of the Company.