COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES
1. Corporate Governance Principles
The Company is not a publicly listed company. Within the framework of its responsibility, the Company undertakes compliance activities devised within the context of Corporate Governance Communiqué published in the Official Gazette No: 28871 dated 3rd January, 2014
SECTION I- SHAREHOLDERS
2. Shareholders Relations Unit
The shareholder relations function is executed by the Financial Operations and Reporting Unit.
3. Exercise of Shareholders’ Right to Obtain Information
In addition to providing information to shareholders regarding all the Company’s accounts and financial structures in Shareholders General Assembly meetings, information is also provided by the Company’s Financial Operations and Reporting Unit in interim periods in the 3rd, 6th and 9th months of the year, either verbally or in written form, and by e-mail or in written mail when requested. The demand for appointment of an independent auditor is not regulated in the Company’s Articles of Association.
4. Information on Annual General Meetings
2016 Annual General Meeting was held on 26th of July 2017, without announcements or invitation ceremonies in accordance with the exemptions set out in Article 370 of the Turkish Commercial Code (its equivalent is Article 416 in the new Turkish Commercial Code No: 6102). In the meeting it was decided to pay shareholders the I. and II. dividend amount of TRY 12,163,453.69.
5. Voting Rights and Minority Rights
The Company’s activities and management are undertaken by the Board of Directors which comprises of at least 5 (five) members that are appointed by the General Assembly in accordance with the provisions of the Turkish Commercial Code. The Board of Directors appoints a chairman and vice chairman in its first meeting.
6. Dividend Policy and Dividend Time
There are no privileges attached to any shareholders in terms of participating in the Company’s net profit. According to the Article 21 of the Company’s Articles of Association, on the Detection and Distribution of Profit; “The remaining amount, after having deducted all expenses, amortization and depreciation and the necessary provisions from the revenues in the fiscal period, constitutes the net profit of that period.
The net profit calculated as set out above is reserved and distributed accordingly:
a- First, 5% of the profit is set aside as a primary legal reserve and financial liabilities incumbent on the Company are deducted. b- From the remainder, 5% of the paid-in capital is set aside as a First Dividend. c- Contingent on being accepted in the Annual General Meeting and on the condition that the amount and ratio are stated in the Annual General Meeting; dividend may be distributed to members of the Board of Directors and Company Personnel, provided that the amount does not exceed a multiple of 3 times their gross monthly income. d- The remaining amount is calculated and distributed in accordance with the decisions taken in the Annual General Meeting. e- The provisions of Paragraph 2, Sub-clause C of Article 519 of the Turkish Commercial Code are reserved.
After the Annual General Meeting held on 26th of July 2017, the total dividend amount of TRY 12,163,453.69 was allocated for shareholders on 28th of July 2017.
7. Transfer of Shares
The Company’s Articles of Association do not contain any restrictions regarding the transfer of shares.
SECTION II-PUBLIC DISCLOSURE AND TRANSPARENCY
8. Company Disclosure Policy
The Company shares its financial and managerial information on its website. In addition, the information is also published on TSPB (Turkish Capital Markets Association) website through the Membership Management System and Public Disclosure Form.
The Company uses Registered Electronic Mail (KEP), safe electronic mail service, where the sender and recipients are identified, the message time and content may not be changed and which is legally valid in the event of a dispute.
The Central Registry System shares financial and administrative information through the e-company platform with a system which allows content on the companies’ own pages, which will be published in the website in accordance with Article 1524 of the Turkish Commercial Code, to be uploaded in the e-company portal with a secure electronic signature and time stamp, which ensures that such content is stored on a safe platform, ensures that content is ready to access, that content can be archived safely, and ensuring that information is accessible from a single point.
Shareholders may access information whenever necessary by electronic mail and/or in a written form. Moreover, the Company’s periodical Financial Reports and announcements are available on www.kap.gov.tr.
9. Disclosure of Material Events
10. Company Website and Electronic Platforms
The Company’s website and electronic platforms provide investors with market data and commercial services.
In parallel with market conditions and technological advances, the Company made investments in technological infrastructure to enable the security, sustainability and performance of services offered.
On the other hand, investors are able to monitor the developments in the market through the Company’s Facebook and Twitter pages.
11. Disclosure of the Ultimate Controlling Shareholder(S)
he Company’s shareholders are legal entities
12. Public Disclosure of Insiders
No such list is disclosed, since the Company is not a publicly listed company.
13. Informing the Stakeholders
Stakeholders may access information concerning the Company at any time by KAP, e-mail and/ or in a written form through the Company’s website.
14. Stakeholders’ Participation in Management
Stakeholders receive a written invitation for participation in General Meeting of Shareholders.
15. Human Resources and Remuneration Policy
Recognizing that qualified manpower carries strategic importance in the financial services sector, Halk Invest constantly works toward continuous improvement and development of its human resource management. Designed to make the most efficient and productive use of the existing human resource, the Company’s human resource policy is intended to constantly improve individual and team performance through processes and systems that enhance quality, while also offering a professional environment and career development opportunities to its employees.
At Halk Invest Human Resources, recruitment, career planning, performance management processes and the training programs for the personal and professional development of employees are designed and executed on the principle of productivity
Career planning is formulated within the frame of the human resources regulation and in view of the relevant employee’s performance during the period, his/her behavioral and personal competencies, professional knowledge and skills, as well as managerial capability. Performance assessment is made at least once a year, employing a system erected on the principles of openness and objectivity, and aims at establishing whether the employee is adequate in his/her job and to identify improvement areas, to determine his/ her skills and potential and to steer his/her career planning.
Salary management at Halk Invest is carried out for each position individually and relies on a salary scale prepared objectively first on the basis of business values, as well as the current conditions. The salary scale is revised in January every year, and applied to the employees’ salaries.
The training policy is designed to give employees in every title category the opportunity to attend training and workshop programs held in and/or out of Turkey, in an effort to ensure personal and professional development, taking career planning and the required qualifications into consideration. In the coming period, Halk Invest intends to carry out human resource planning aimed at expanding its workforce by way of recruiting new employees, as well as new investments seeking to enhance the productivity of its employees. According to the staff planning made in line with the Company’s objectives, it is targeted to recruit qualified personnel for the positions to be filled.
Information about Relations with Customers and Suppliers
To ensure to meet customer demands in the best manner, the Company built an organizational structure setting out the positions of specialized personnel and employs electronic communication tools to deliver fast and accurate service for its customers. Within this framework, the Company continues to make new technological investments to increase customer satisfaction.
With the aim of promoting the Company’s products and services and increasing the synergy between Halkbank and Halk Invest, training activities are offered to Halkbank employees. Alongside ongoing training programs, Private Customer Relations Managers and Private Assistant Customer Relations Managers selected by Halkbank were provided with product, sales and marketing training opportunities.
16. Social Responsibility
The Company develops and conducts social responsibility policies to contribute society while aiming to become a pioneer in all fields. A concrete example of this approach is the sponsorship for excavations of Aizanoi Ancient City, which established 1,700 years ago within the today’s boundary of Kütahya City’s Çavdarhisar district and accepted as the world’s first stock market. In 2017, our Company signed the main sponsorship agreement for the excavation site and will continue supporting this project for the next 3 years.
As we have committed to fulfill our corporate social responsibility parallel to our field of activity, within the framework of well-planned strategies, we started providing financial aid to the Antique Aizanoi City excavations, accepted to be the world’s first stock market 1,700 years ago and which are located on the borders of Çavdarhisar district of Kütahya province today. With the permission of the Ministry of Culture and Tourism, General Directorate of Cultural Assets and Museums, cash support has been provided since 2013, and as of 2017, support as main sponsor continues.
As part of our corporate social responsibility, we established “Halk Invest Memorial Forest” in 2015 with the cooperation of the Turkish Ministry of Forestry and Water Affairs, General Directorate of Forestry with the aim of increasing awareness of environmental conscience. We still support the development of the forestry.
SECTION IV- BOARD OF DIRECTORS
17. Structure and Composition of Board of Directors and Independent Members
1- Yusuf Duran OCAK Chairman
2- Dursun Ali ALEV Vice Chairman
3- Serdar SÜRER Board Member
4- Deniz YILDIRIM Board Member
5- Ahmet ERDOĞAN Board Member
6- Kamil Enis TUNA Board Member
7- Remzi GÜNHAN Board Member
8- Enes ÇEBELİ Board Member
18. Qualifications of Board Members
Projects of strategic significance are managed inhouse with the aim of becoming an intermediary institution that pioneers in the restructuring of new products on capital markets, efficiently and effectively utilizes our Bank’s strong distribution channels, and swiftly adapts to the influence of developing technologies on financial markets.
19. Mission, Vision and Strategic Objectives of the Company
The Board of Directors meet monthly or in interim periods when necessary, and evaluates the extent that the Company has reached its objectives, and reviews its activities and past performance. Halk Invest maintains the activities aimed at reaching its objectives as a team, which is customer focused, market oriented, dynamic and innovative, complying with the principles of corporate governance and ethical values, while upholding the principle of working objectively and without bias.
Becoming a leading and reputable intermediary institution that fulfills all requirements of financial markets, pays utmost respect to human values with strong infrastructure and a wide product range.
Becoming a reference point in capital markets and one of Turkey’s leading intermediary institutions opening up to the world that – through an efficiency-based business model – establishes trustworthy and sustainable customer relations, adheres to ethical values, shares up-to-date and objective information with investors, pioneers in technological innovation, and effectively utilizes its distribution channels.
Our Corporate Values
* Generating added value,
* Aware of Social Responsibilities,
* Protective of ethical values,
* Valuing employees,
* Believing in team work,
* Adhering to corporate management principles.
20. Risk Management and Internal Audit System
The Company prepares daily reports and conducts analyses of its transactions made in the markets, the debit-credit balance, inventories, interest rates and market risks in order to prevent financial risks.
Continuous controls are performed in all business lines including the headquarters and external units efficiently, regularly within the context of law, rules and Company policies and in compliance with the management strategy, for integrity of accounts and records, for reliability of information, to prevent and detecting mistakes, incidents of misleading practices and fraud. The Company’s internal audit system is composed of Board of Inspectors and Internal Control and Risk Management units.
21. Duties and Responsibilities of Board of Directors and Managers
In Article 10 titled Duties and Responsibilities of Board of Directors in the Company’s Article of Association:
“Representation and management of the Company belongs to the Board of Directors. The Board of Directors reserves the right to reach decisions concerning all activities regarding the Company’s purposes and scopes of activity, with the exception of authorizations which were granted solely to the General Meetings of Shareholders.
The Board of Directors regulates, fulfils and may transfer duties regarding the management and representation within the framework of Articles 367 and 370 of the Turkish Commercial Code.
The Board of Directors is authorized to transfer management completely or partially with an internal circular it prepares. The Board of Directors is required to hold the representation power of at least one board member when it transfers the representation power to one, or more than one, executive member or third party as managers.”
22. Activity Principles of Board of Directors
The Board of Directors meets monthly or in interim periods when necessary, and evaluates the extent that the Company has reached its objectives, while evaluating its activities and past performance. The agenda of the Board of Directors is created within the context of proposal offered by the Company management. The Board of Directors took 106 decisions in 01/01/2017 – 31/12/2017 activity period. None of these decisions received any dissenting views since Board Members were informed in advanced.
23. Prohibition of Making Transactions with the Company and Competitors
In the 2017 activity period, the prohibition of making transactions with the Company and competitors was applied to the board members.
24. Codes of Conduct
In accordance with our main shareholder Halkbank and Turkish Capital Markets Association’s regulations, Codes of Conduct are established and presented to personnel in written form.
25. Number, Structure and Independence of Committees Established in the Board of Directors
No committee has been established yet in the Board of Directors. As the activities regarding compliance with the principles of corporate governance continue, the Corporate Governance Committee has not been established in the Board of Directors, either.
26. Financial Benefits and Cash Benefits or Benefits in Kind Provided to the Board Members and Executive Managers
Monthly attendance fee is paid to the Board Members with the approval of the General Assembly. Total amount of financial benefits, cash benefits and benefits in kind, insurances and similar warrants (salary, attendance fee, premiums, dividends, foreign language compensation, subsistence, private health insurance premium, private life insurance premium, individual annuity contribution, employer’s share of social security, employer’s share of unemployment insurance, representation hospitality, vehicle rent and fuel) are TRY 1,517.39.