The Company Information Policy
The following defines the Company Information Policy; this policy was presented to shareholders of the General Assembly in 2008.
It is the primary principle of our Company’s information policy to publicize accurately, completely and with sufficient information content in due time, the developments which might have an impact on the value of all capital market instruments offered by our Group; to make no discrimination among Capital Market Participants (shareholders, investors, capital markets experts, brokerage houses) in the employment of information review rights; to offer the information publicized by the company in a comprehensible and interpretable manner, accessible at low cost and equally by those individuals and corporations who will benefit from such information in making their own decisions.
Regarding public disclosures, arrangements drawn up by the Capital Markets Board (CMB) and Istanbul Stock Exchange (ISE) are complied with and maximum attention is paid to the implementation of principles set forth in CMB’s Principles of Corporate Governance.
It is the primary principle of the Company’s Information policy to use the internet, electronic mail, press releases, and media organizations effectively in addition to the means anticipated by laws and regulations; and to comply with all the rules promulgated or to be promulgated by the CMB.
The Board of Directors is responsible for the monitoring, reviewing and development of the Information Policy. The Corporate Governance Committee provides information and offers suggestions to the Board of Directors, Board of Auditors and Financial Affairs Coordination Unit on the “Information Policy”.
Public Disclosure Methods and Instruments
Due to the responsibility assumed pursuant to the provisions of the Capital Markets regulations and the Turkish Commercial Code, our Company uses the following basic public disclosure methods:
– To release the necessary special situation announcement to the ISE and to place such announcements on our website http://www.ihlas.com.tr in accordance with the forms stated in CMB’s Communiqué of Principles on the Public Disclosure of Special Situations – Serial VIII, No. 54, if a special situation arises in compliance with the communiqué,
– To announce financial statements and their footnotes, independent audit reports, declarations and annual reports to the ISE and on our website,
– To include the prospectus in the Turkish Trade Registry Gazette and on our website and to place the circular note in daily newspapers and our website during capital increase,
– To ensure that declarations and announcements such as summons for the General Board, dividend payments, etc. are published in the Turkish Trade Registry Gazette and daily newspapers.
Legislation-based explanations mentioned above, issued by our Company to the capital market participants, are submitted to investors;
– By appearing in written and visual media or through data distribution institutions such as Reuters, Foreks, etc. or
– At informative negotiations and meetings held in person with capital market participants or through teleconference facilities.
Public Disclosure of Financial Statements and Authorized Officers
Our Company’s financial statements and their footnotes are prepared on a consolidated basis and in accordance with International Financial Reporting Standards (IFRS). Financial statements are subject to independent audit, based on independent audit standards published by the Capital Markets Board and submitted for the approval of the Board of Directors following the approval of the Audit Committee. After the attestation is signed by the authorized members of the Board of Directors, financial statements are disclosed to the public.
Following the approval of the Board of Directors, financial statements and their footnotes, as well as independent audit reports and their annexes are submitted to the ISE in a sealed envelope for publication in line with CMB and ISE regulations. Financial statements and their footnotes are also submitted through an electronic environment via KAP (Public Disclosure Platform) Submission.
Public Disclosure of the Annual Report and Authorized Officers
The annual report is prepared in accordance with the regulations of the Capital Markets and the Principles Corporate Governance as set out by the CMB, submitted for the approval of the Board of Directors and disclosed to the public on our website.
Capital market participants may obtain the Turkish and/or English version of the annual report from our Company’s Investor Relations Department.
Public Disclosure of Special Situations and Authorized Officers
The Company’s special situation announcements are prepared under the responsibility of the Financial Affairs Coordination Unit and signed and submitted to the ISE by authorized members of the Board of Directors. Special situation announcements are submitted to the ISE by fax. Special situation announcements are also submitted through the electronic environment via KAP Submission.
Keeping Related Information Confidential Until Special Situations are Disclosed to the Public
In order to keep related information confidential until special situations are disclosed to the public, no information other than that which had already been disclosed to the public is disclosed in one-to-one or collective meetings/negotiations with capital market participants/third persons. Within the confines of the law, information is provided to the public about company management, legal status, and company projects through disclosures made by management and Board of Directors members under Information Management.
Officers Authorized to Disclose Information to the Public
Apart from the notifications stated above, written and/or verbal information requests submitted by capital market participants are replied to by the Financial Affairs Coordination Unit or the Investor Relations Department depending on the content of the request, provided that confidential information or trade secrets are excluded.
Only the Chairman of Board of Directors, CEO or the Financial Affairs Coordinator are allowed to issue press statements to written and/or visual media or data distribution channels such as Reuters, Foreks, etc.
Apart from the above persons, company employees are not permitted to answer questions forwarded to them by capital market participants, unless they are commissioned especially. Incoming information requests are forwarded to the Financial Affairs Coordination Unit or the Investor Relations Department.
In line with the information management policy, information regarding the Company’s management, legal status and the Company’s projects is only disclosed to the public by the commissioned managers or the members of the Board of Directors, with the exception of information requested in line with respective legislation.
Criteria Sought in the Determination of People with an Administrative Responsibility
Those who hold administrative responsibilities within the Company are selected from among individuals, who have a high level of knowledge and skill, specific experience and past, and information regarding the Company’s field of activity and management, are qualified and preferably university graduates, as stated in the Corporate Governance Principles published by the CMB.
Communication with Capital Market Participants
Our Company does not direct regarding the expectations of the results of semiannual and annual activities. Instead, it prefers to share the critical matters affecting the results of its activities, its strategic approaches and the significant factors that allow the sector and the environment where the Company operates to be better understood with capital market participants.
Unless otherwise stated in the information policy, only those officers authorized to disclose information to the public may communicate with capital market participants on behalf of our Company. No information not yet disclosed to the public or important / private information is disclosed at the nonpublic negotiations held with capital market participants.
Face-to-Face Meetings or Phone Calls
Face-to-face meetings or meetings held by phone with capital market participants personally or in groups are a significant part of the investor relations development programs. In such environments, our Company shall not disclose any new information, shall not update information which was previously disclosed to the public or shall not disclose any important and/or private information which was not formerly disclosed to the public.
Furthermore, investor information meetings shall be organized where the company’s operations are required to be shared with investors in detail and/or as required by the Board of Directors. Requests for appointment with the Board of Directors or management by the press will be evaluated by the Investor Relations Unit and appointments will be organized with the approval of the Corporate Governance Committee. Use of the internet will be encouraged for forwarding questions in writing by potential investors, shareholders, stakeholders, the press and financial institutions representing investors; however, all questions will be answered by the Investor Relations Unit under the information policy.
Informing Small Investors
In order to provide interactive information and prevent speculation, no new information shall be disclosed; information previously disclosed to the public shall not be updated; and private information not previously disclosed to the public shall be disclosed in presentations and/or reports made public in introduction meetings, information meetings or press conferences held with specific groups of investors.
All such disclosures shall without fail be included in the website. The content of the website is updated with special situation announcements, also taking into account the fact that there are investors who lack access to the internet. The primary principle of the Company’s Information Policy is to use the internet, electronic mail, press releases, and media organizations effectively in addition to means anticipated by laws and regulations; and to comply with all the rules published or to be published by the CMB.
Internal information shall principally be disclosed to the public by our Company on the date when it becomes a responsibility to do so. However, disclosure of the internal information may be postponed pursuant to Article 15 of the Communiqué by providing the confidentiality of such information when necessary so that the legal interests, rights and benefits of our Company are not harmed. For the disclosure to be postponed, our Company’s Board of Directors shall reach a decision regarding the postponed information, the impacts of the postponement on the protection of our Company’s legitimate rights, the fact that the postponement poses no risk of misleading investors and the measures taken to protect the confidentiality of such information during the duration of the postponement.
As soon as the reason for the postponement of the disclosure of internal information to the public is removed, related explanations shall immediately be provided to the public and submitted to the ISE by our Company on the basis of such internal information.
News and Rumors in the Market
News and rumors about the Company appearing in media organs and in the public are followed by our Investor Relations Department on an up-to-date basis.
When news or rumors appear in media organs and/or in the public regarding our Company, and in the event that they are of a degree of significance such that they affect the investment decisions of investors or influence the value of capital market instruments, and which had not been disclosed by individuals authorized to represent our Company (other than information already disclosed to the public through special situation announcements, prospectuses, circular notes, proclamation texts approved by the Board, financial reports and other public disclosure documents), necessary explanations shall be provided by the associates in pursuance with Article 18 “Confirmation of News and Rumors” of the Communiqué on whether such news and/or rumors are true or sufficient.
However, no special situation announcement shall be made if the information in such news and/or rumors is composed of information which had been disclosed through special situation announcements, circular notes, prospectuses, promulgation texts approved by the Board and financial reports and did not include any additional information.
Announcement of Expectations
Our Company may announce its expectations from time to time in compliance with its information policy. In written documents in which expectations are stated, the assumptions that such expectations are based on, and the motives they were prepared in accordance with, shall also be explained. Such explanations shall clearly state that the actual results may differ from expectations due to possible risks, uncertainties or various other reasons. Future-oriented information included in public disclosures shall be explained along with the grounds that the forecasts are based on, as well as statistical data. Information shall not include groundless or exaggerated projections, shall not be misleading and shall be associated with the Company’s financial status and results of its operations.
In public disclosures, in the event that forecasts and their grounds stated in regular financial statements and reports are not realized or understood not to be realized, revised information, statements and reports along with their grounds shall be immediately disclosed to the public.
Expectations shall be announced only by those persons authorized to issue public disclosures and by explicitly expressing the above stated warnings or by making reference to a written document (such as press release, information document, explanation formerly made within the framework of the Capital Markets Legislation, etc.) which is already disclosed to the public.
In the event that there is a significant change in the Company’s financial status and/or operations or in cases in which it is expected that a significant change will take place in the near future, public disclosure is made within the framework of the Company’s public disclosure policy, provided that provisions stated in related regulations are preserved.
In public disclosure, as suggested in the CMB’s Corporate Governance Principles, the Company’s website on the Corporate Website internet address (http://www.ihlas.com.tr) is actively used. Explanations made on the Company’s website shall not replace the notifications and the special situation announcements that have to be made pursuant to Capital Markets Regulations. All public disclosures shall be made available for access through the website.
The website is designed and divided into sections accordingly. All required security measures regarding the website are taken. The website is prepared in Turkish, English, German, Arabic and Russian and arranged to follow the form and content as stipulated in the CMB’s Principles of Corporate Governance. In particular, room on the website is given over to the announcements for Annual General Meetings, items on the agenda, information documents related to agenda items, other information, documents and reports related to the items on the agenda and information regarding methods of participating in the General Board in a proper manner. Efforts to effect improvements in the website are continuously ongoing.
Dividend Policy and Date of Profit Distribution
No preferences exist for profit distribution. Article 30 of the company’s Articles of Association, concerning profit distribution and Article 31 concerning the date of profit distribution is outlined as follows:
DISTRIBUTION OF PROFITS (Turkish Trade Registered Gazette (TTRG) No: 5811 dated June 3, 2003)
After the deduction of amounts such as the general overheads of the Company or various depreciation costs that must be paid or set aside by the Company, and taxes that must be paid out by the company from the income determined at the end of the year, the balance, and if applicable the net profit on the annual financial statement, shall be deducted from the total amount of losses from previous years and distributed in the following manner:
First Legal Reserve:
a) 5% in statutory reserves shall be set aside,
b) From the balance, a first dividend in the amount to be determined by the Capital Markets Board shall be set aside
c) The General Meeting shall be authorized to distribute as dividends or set aside as extraordinary reserves the balance remaining after the amounts mentioned in paragraphs a and b are deducted. (Article 466/3 is reserved)
Second Legal Reserve:
d) After a dividend equal to 5% of outstanding capital has been deducted from the portion of the profit that has been set aside for distribution to shareholders and others who shall participate in the profit, one tenth of the remaining amount shall be set aside as a second reserve, as stipulated in Paragraph 3, Part 2, Article 466 of the Turkish Commercial Code.
e) Unless statutory reserves and the first dividend specified in the Articles of Association have been set aside, no decision may be made to set aside further reserves or to carry forward the profit to the following year. Unless the first dividend is paid out in cash and/or in the form of shares, no decision may be made for the participation of holders of preferred shares in dividends or for the distribution of dividends to holders of founders’ shares or ordinary bonus shares, to Board Members, employees and workers, or to foundations established for various purposes, or to such persons and/or organizations.
f) Dividends are distributed to all existing shares as per the dividend account period, equally and without regard to the issue and acquisition dates of such shares.
g) The Board of Directors may complete dividend advance payments provided such that authorization is given to the Board of Directors by the General Assembly, and that such payments are in compliance with Article 15 of the Capital Markets Law and other Capital Market Board regulations. The authorization of advance dividend payment given by the General Assembly to the Board of Directors is limited to the year that such authorization is given. No resolution may be made for the payment of an additional dividend advance and/or for dividend payment unless the dividend advance for the previous year is totally offset.
DATE FOR PROFIT DISTRIBUTION: (TTRG No: 3450 dated January 17, 1994)
Upon the advice of the Board of Directors, the General Assembly decides on the date and method of distributing the annual profit to shareholders. The distribution of profit to shareholders is carried out in accordance with the Communiqués of the Capital Markets Board. The company distributes its annual profit either in the form of shares or as a cash dividend, or in a combination of both methods in accordance with Communiqués of the Capital Markets Board. The non-distributable profit is transferred to the company’s excess reserves to strengthen its own resources.
The Dividend Distribution Policy for 2007 and Following Years
In accordance with the Capital Markets Board decision No: 4/67 dated January 27, 2006 and in line with our dividend distribution policy which is submitted to the approval of our shareholders at the General Assembly of the year 2005 on June 30, 2006, the Company revised its dividend distribution policy based on Corporate Governance principles and Capital Markets Board decision No: 2/53 dated January 18, 2007 as follows: In order to provide dividend income to investors, taking into consideration the accurate balance between shareholders’ expectations and the company’s growth, investment expenditure plans, and working capital requirement and profitability;
a) The Turkish Commercial Code, Capital Market Law, Tax Procedure Law and related legislation and company Articles of Association will be followed in determining the distributable profit, while taking into account the company’s profitability, investment projects and funding requirements for working capital.
b) Board members will prepare their views on how and when the previous year’s dividend distribution and dividend payment should be carried out, and submit this to the approval of the General Assembly,
c) If the company has posted a net profit, the Board of Directors has the right to decide whether or not a dividend will be distributed; however, it must justify its reasoning in the event that a distribution is not carried out,
d) The General Assembly may approve or disapprove the profit distribution proposal of the Board of Directors.