AgeSA establishes its corporate governance principles in accordance with the principles of equality, transparency, accountability and responsibility.
a) The equality means that within the context of all its operations, the company management will treat equally to both the shareholders and the beneficiaries between each other and that it will avoid the probable conflicts of interest,
b) The transparency means that except for the information in the nature of trade secrets and that have not been disclosed to the public yet, the financial and non-financial information regarding the company will be timely announced to the public in an accurate, complete, comprehensible, interpretable, low-cost and easily accessible manner,
c) The accountability yönetim kurulu üyelerinin esas itibarıyla anonim şirket tüzel kişiliğine ve pay sahiplerine karşı olan hesap verme zorunluluğunu,
ç) The responsibility means the compliance of all operations conducted by the company management on behalf of the joint stock corporation with the legislation, articles of incorporation and intra-company regulations and the supervision of this compliance.
In principle, all shareholders shall be treated equally. In terms of the exercise of the right to demand information and the examination right, no discrimination shall be made among the shareholders. All kinds of information which may affect the exercise of their rights by the shareholders shall be presented to the usage of the shareholders in the electronic environment in the up-to-date form.
Prior to the general meetings, the company shall take all kinds of measures which will ensure the participation of the shareholders to the general meeting and it will provide information regarding the agenda of the general meeting in a complete manner which will not cause hesitation and that will enable the shareholders to make the necessary preparations. In the general meeting, the subject matters available in the agenda shall be explained in an unbiased and detailed manner and by means of a clear and comprehensible method; the opportunity with regard to the clarification of their opinions under equal conditions and asking questions shall be provided to the shareholders and a convenient discussion environment shall be created.
The implementations which obstruct the exercise of the voting rights shall be avoided. The opportunity with regard to exercising his/her voting right in the easiest and most convenient manner shall be provided to all shareholders.
The voting procedure shall be announced to the shareholders prior to the meeting and at the beginning of the meeting.
AgeSA shall exercise the maximum diligence in terms of ensuring the exercise of the minority rights.
The company shall abstain from the implementations which obstruct the transfer of their shares by the shareholders.
The company shall implement a determined and consistent profit distribution policy. Within the context of the profit distribution policy, a consistent policy between the interests of the shareholders and the interests of the company shall be pursued. In the general meeting, the matters regarding the profit distribution policy shall be submitted to the information of the shareholders, they shall be available in the operating report and they shall be disclosed to the public within the framework of the information provision policy.
The information subject to disclosure which may affect the financial condition and operations of AgeSA shall be presented to the usage of the public in a timely, accurate, complete, comprehensible, up-to-date and easily accessible manner.
In the cases where an important change with regard to the financial condition or operations of the company occurs, the company files for concordatum, it enters into the liquidation process, its bankruptcy is requested or the court rules for the bankruptcy of the company, the public shall be notified immediately.
With regard to the public disclosure, the website owned by the company shall be used in an active manner.
AgeSA has an easily accessible website. In the website of the company; in addition to the information comprised in subparagraph (a) of the third paragraph of article 13 titled “Obligation With Regard to Establishment of a Website” of the Regulation on the Provision of Information With Respect to the Insurance Contracts which was published in the Official Gazette dated 28.10.2007 and numbered 26684;
a) Corporate information regarding the company in Turkish and English,
b) Trade registry information,
c) Articles of association of the company,
ç) Information regarding the members of the board of directors,
d) Operating reports,
e) Financial statements with respect to the current year and the last five years in the manner which will comprise the independent audit reports and the footnotes
f) Mission and vision of the company.
With regard to the public disclosure, the principles which specify the information provision policy shall be presented to the general meeting by the board of directors of the company and these principles shall be disclosed to the public.
The information provision policy shall comprise the information which will be disclosed to the public apart from the information specified by the legislation, the method of announcement, the frequency and manners of the disclosure of these information to the public and similar matters.
In terms of the determination of the information in the nature of trade secrets, the balance between the transparency of the company and the protection of the interests of the company shall be observed.
The established codes of conduct shall be disclosed to the public within the framework of the information provision policy.
The profit distribution policy shall be available in the operating report and it shall be disclosed to the public within the framework of the information provision policy.
The operating report shall be prepared in the manner which will ensure that the public will have access to all kinds of information regarding the operations of the company.
In the case where any conflicts of interest arise among the beneficiaries or where a beneficiary is included in more than one interest groups, a balanced policy in terms of the protection of the owned rights shall be pursued as far as possible.
AgeSA shall take all kinds of measures which will ensure the customer satisfaction within the context of the provision of the products and services. Within the scope of the trade secrets, diligence shall be exercised with respect to the confidentiality of the information regarding the customers and suppliers. In order to establish good relations which are far from unfair advantages between the company and the customers and suppliers and to ensure compliance with the conditions of the agreement made between the parties, the company shall take the necessary precautions.
The company shall adopt the principle with regard to the provision of equal opportunities to the persons under equal conditions while formulating the recruitment policies and executing the career planning.
In order to ensure the creation of a participative management environment, the information provision meetings aimed at the employees with regard to the matters such as the financial facilities of the company, wages, career, trainings and health shall be conducted and views shall be exchanged.
The job definitions and work distributions of the company employees shall be determined and announced to the employees by the managers.
The safe work environments and conditions shall be provided to the employees and these conditions shall always be enhanced. The precautions aimed at the protection of the employees from the intra-company physical, mental and emotional maltreatment shall be taken. The decisions which are made with regard to the employees or the developments which concern the employees shall be notified to the employees or their representatives.
The company shall be sensitive in terms of its social responsibilities; it shall comply with the regulations regarding the environment, consumers and public health and the codes of conduct and it shall disclose the public its policies with respect to these matters.
The board of directors shall determine the policy and strategy of the company, the methods which will be applied in order to achieve these policies and strategies, the developments regarding these policies and strategies and the processes to be followed with regard to the supervision and assessment. The board of directors shall permanently and effectively review the level of achievement of its goals by the company, its operations and past performance. When required, the board of directors shall take the precautions without delay and prior to arising of the problem.
The board of directors shall supervise the compliance of the operations of the company with the legislation, articles of incorporation, internal regulations and the formulated policies.
The board of directors shall have the leading role in terms of the resolution of disputes which may arise between the company and the shareholders.
The authorities and responsibilities of the board of directors and other managers are required be clear and comprehensible and they need to be stated in the operating report.
The board of directors shall fulfill their duties in a prudential manner and within the framework of the good faith rules. The performance of the relevant duty in a prudential manner and within the framework of the good faith rules means that the attention and diligence which is required to be exercised as a minimum with respect to the similar situations and under the similar conditions has been exercised. It shall be fundamental for the board of directors to spare the necessary time for the company works. The meetings of the board of directors shall be planned and conducted in an effective and efficient manner.
The mechanism which is required for the members of the board of directors in order for them to have access to all kinds of information in a timely manner shall be established to ensure that they will fulfill their duties in a complete manner.
The board of directors shall be responsible with regard to the preparation and submission of its periodical financial statements in compliance with the current legislation and the international accounting standards and the authenticity and accuracy of these periodical financial statements. The board of directors shall make a separate decision with regard to the acceptance of the periodical financial statements and the annual operating report.
The managers shall ensure that the works of the company will be conducted within the framework of the mission, vision, goals, strategies and policies and they shall act in compliance with the financial and operational plans which are approved by the board of directors every year. While fulfilling their duties, the managers shall comply with the legislation, articles of incorporation, intra-company regulations and policies.
The managers are required to possess the professional qualifications which are required for them in order to perform the duties which are assigned to them.
The managers will not be able to use the confidential information and the non-public information regarding the company for the benefit of themselves or other persons and they will be unable to provide information, disseminate news and make comments in a false, inaccurate, misleading and baseless manner.
The general policy with regard to the wages to be provided to the members of the board of directors, senior management and other personnel shall be determined by the board of directors.
The wages which will be provided to the members of the board of directors shall be calculated in terms of the time to be spent for the relevant company in the preparations prior to the meeting and subsequent to the meeting and the special projects.
In terms of the determination of the wages and other benefits to be provided to the managers and employees, the qualifications of the relevant persons and their contributions to the success of the company shall also be considered.
