Corporate Governance Principles: Compliance Report
VAKIF FİNANSAL KİRALAMA A.Ş.
CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT
During the activity period of 2007, Vakıf Leasing undertook no actions that violated the Corporate Governance Principles issued by the Capital Markets Board.
1. DECLARATION OF COMPLIANCE WITH PRINCIPLES OF CORPORATE GOVERNANCE
During the activity year of 2008, Vakıf Leasing undertook no actions that violated the Corporate Governance Principles issued by the Capital Markets Board.
PART I – SHAREHOLDERS
2. Shareholder Relations Unit
Relations with shareholders are undertaken by Personnel and Administrative Affairs Management under the responsibility of the Deputy General Manager Özgür SELÇUK.
Related contact information is as follows: Özgür SELÇUK (firstname.lastname@example.org 0212 337 67 67) and Vedat YILMAZ, Personnel and Administrative Affairs Manager in charge (email@example.com 0212 337 67 67).
The main duties of the Unit are to provide publicly disclosed company information to interested investors during the activity period; pay dividends to the shareholders; and dematerialize partner shares by distributing bonus shares. The Unit also ensures the organization of General Assembly meetings and capital increases, in compliance with the legislation.
3. Use of Right to Information by the Shareholders
Among our partners, T. Vakıflar Bankası T.A.O. is submitted a copy of the publicly disclosed financial statements on a quarterly basis and any also the Board of Directors Decisions of Vakıf Leasing. Requests for other information related to the company are met as soon as possible, depending on their urgency, firstly in electronic format and then via fax message.
A request for assignment of a special auditor is not regulated as an individual right in the Master Agreement and no such demand was made during the concerned activity period.
4. Information on General Assembly
The General Assembly related to the 2007 activity period of the company was held on 13.03.2008 with the participation of the Shareholder representatives, the Commissioner from the Ministry of Industry and the shareholders. The date, venue, time, letter of invitation, sample of power of attorney and information required for voting in the General Assembly were announced in the Daily Bulletin of the Istanbul Stock Exchange, 2 daily newspapers published in Turkey and the Turkish Trade Registry Gazette under the title of “Announcement to Our Partners”. Shareholders who participated in the General Assembly made their proposals in relation to the Agenda Items and the discussions addressed these proposals. The power to represent the company to third parties and to undertake all works and legal procedures falling within the purpose and scope of Article 3 of the Master Agreement were delegated to the Board of Directors. In line with the right of shareholders and other participants to ask questions as per the final Agenda item, company managers provided satisfactory answers to these questions. Participants expressed their wish for the best for all.
The Master Agreement does not stipulate any provision related to the taking of important decisions such as split-off and sale, purchase and lease of significant assets by the General Assembly; rather, the Master Agreement invests the Board of Directors with this authority. After the meeting, the minutes of the General Assembly were provided, on request, to any participant. Minutes were also sent to shareholders and related authorities via mail. In addition, the minutes were held open in the headquarters for access by all shareholders. The General Assembly of the activity period of 2008 will convene within three months following the concerned activity period. The date, venue, time, letter of invitation, sample of power of attorney and information required for voting in the General Assembly will be announced in the Daily Bulletin of the Istanbul Stock Exchange, 2 daily newspapers published in Turkey and the Turkish Trade Registry Gazette under the title of “Announcement to Our Partners”.
5. Voting and Minority Rights
There is no minority right or cumulative voting right.
6. Profit Distribution Policy and Profit Distribution Timing
According to the profit distribution policy developed in the Board of Directors Meeting held on 02.03.2006; as per the Master Agreement, it is agreed to make a first dividend payment at the rates and amounts specified by the Capital Markets Board in case of any distributable profit.
Any profit distribution proposal made by the Board of Directors for submission to the approval of the General Assembly is prepared in such a way to protect the delicate balance between shareholder expectations and the growth need of the Company by considering the profitability status of the company.
Within this framework, the Board of Directors decided to submit proposals to the General Assembly for distribution of a minimum of 30% of the distributable profit in cash or at no cost.
It was decided to pursue the existing profit distribution policy without any change.
Accordingly, There is no concession related to participation in the company profit.
Profit share payments are made within the specified legal periods.
7. Assignment of Share
There is no provision within the Master Agreement to limit assignment of shares. As per Article 7 of the Master Agreement, all company shares are registered and can be assigned in compliance with the provisions of the related legislation.
PART II – PUBLIC INFORMATION AND TRANSPARENCY
8. Information Policy of the Company
Company information is publicly disclosed with the knowledge and under the responsibility of Özgür SELÇUK, Deputy General Manager, İlkay ÇOŞKUN, Financial Affairs and Accounting Manager, and Vedat YILMAZ, Personnel and Administrative Affairs Manager.
9. Special Situation Explanations
A total of 21 special situation explanations were made in 2008 as per SPK regulations. SPK or IMKB did not demand additional clarification for any of these explanations. Company shares are not quoted on foreign exchange markets.
10. Company Website and its Content
The official website of the company is www.vakifleasing.com.tr. Most of the issues specified in Article 1.11.15, Part II of SPK Corporate Governance Principles have been met by the website and work continues to ensure full compliance.
11. Disclosure of Real Person Ultimate Controlling Shareholder/s
There is no real person ultimate controlling shareholder in the partnership structure of the company.
12. Disclosure of Insiders
A list of the authorized employees of the company is publicly disclosed, as follows, in the annual activity reports;
Osman Zeki ÖZGER
Deputy General Manager
Mehmet İlkay ÇOŞKUN Financial Affairs and Accounting Manager
Vedat YILMAZ Personnel and Administrative Affairs Manager
Raziye Sema SESİGÜR Financing Manager
Tolga AKOCAK Marketing Manager
Yılmaz Arslan AYDIN Loans Manager
Ahmet Erdoğan NEHROZOĞLU Central Anatolia Regional Representative
Arif ARIOĞLU Marketing Manager
PART III – STAKEHOLDERS
13. Informing of Stakeholders
Stakeholders of the company are informed of any issue that may be of concern to them. Information disclosed on the website and during inter-corporate meetings are presented to these stakeholders.
14. Participation of Stakeholders in the Management of the Company
Two different models are developed for the participation of stakeholders in the management of the Company.
a- Committee Meeting: Decisions taken in monthly committee meetings are implemented by the company.
b- Proposal System: Employees may submit proposals about improving and developing any aspect of the company and appropriate proposals are implemented.
15. Human Resources Policy
The Human Resources policy of the company is pursued in line with the Personnel Legislation enacted in 2005. In addition, Vakıf Leasing continues its studies and work on career development. The company plays a significant role in sectoral success and development. Vakıf Leasing pays special attention both to provide its personnel with, primarily, training and other facilities required for efficient work and to improve and diversify such opportunities. The company regards its employees as the most important form of company capital. Vakıf Leasing employs creative young people who have vision and motivation and problem-solving skills.
All Vakıf Leasing employees believe in team spirit and have strong innovative skills. Administrative relations between high-level management and employees are regulated by the Personnel and Administrative Affairs Management. This team is responsible for wage payment, fulfillment of the legal requirements related to Social Security Institution and tax offices, orientation, performance evaluation, employee relations and planning of training.
Employment and promotion within Vakıf Leasing is based on decisions taken by the Board and is regulated according to Personnel Legislation. Employees are treated equally in every respect and no form of discrimination is tolerated within the company.
16. Information on Customer and Supplier Relations
To ensure maximum Unconditional Customer Satisfaction in the customer services of Vakıf Leasing, the Marketing Department of the company conducted a “Customer Satisfaction Survey” in 2008. Questionnaire forms were sent to all customers via fax or e-mail. In addition to these questionnaires, it was planned to make a “Customer Satisfaction Questionnaire” available on the company website; however, this was postponed due to security and some ambiguity reasons.
Moreover, some practices such as “Operational Risk Framework” and “Emergency Action Plan” target customer satisfaction. All of these efforts aim to improve the quality of the services provided to customers and to meet customer needs and expectations in the best possible way.
17. Social Responsibility
Vakıf Leasing is aware of its responsibilities to its customers, employees and society, and makes every effort to fulfill these obligations in the best way. The company complies with all business legislation and stands behind all commitments it discloses to the public, giving a sense of confidence to society; promotes fair and ethical behavior among its employees; takes all appropriate occupational safety measures; avoids misleading or deceptive promotional or marketing activities; and complies with and supports equal opportunities regulations. Vakıf Leasing tries to solve customer problems in the most rapid manner, covers an important share of its employees’ health expenses and continuously increases its service quality.
PART IV – BOARD OF DIRECTORS
18. Structure, Composition and Independent Members of the Board of Directors
There is no independent member of the Board of Directors within the company. Works undertaken by the members of the Board of Directors outside of the company are not specifically regulated. Company operations and management are undertaken by the Board of Directors, composed of 5 members, to be elected by the General Assembly from among the shareholders as per the provisions of the Turkish Commercial Code. The General Manager of the company is an ordinary member of the Board of Directors. The names of the Chairman and Members of the Board of Directors are as follows:
|Ramazan GÜNDÜZ||Deputy Chairman||01.01.2011||Present|
|Osman Zeki ÖZGER||Member /General Manager||07.04.2008||Present|
Members of the Board of Directors are elected for 1 to 3 years. However, members whose term expires can be re-elected to the Board. The salary to be paid to the Board Members is determined by the General Assembly. The General Assembly is entitled to change the members of the Board of Directors whenever it deems necessary. If a Board member position is opened, a temporary member is elected by the Board of Directors from among the eligible candidates, to be nominated by the same shareholders. A Board member elected in this way serves until the next General Assembly meeting and, if the election is approved by the General Assembly, completes the term of office of the previous member. The term of office of the General Manager is independent from the terms of office of the Board members.
19. Qualifications of the Board Members
Board Members have the qualifications specified in Articles 3.1.1, 3.1.2 and 3.1.5 of Part IV, SPK Corporate Governance Principles. This issue is not separately specified in the Master Agreement of the Company.
20. Mission, Vision and Strategic Objectives of the Company
The Company vision and missions have been defined but not yet disclosed.
Regarding the strategic objectives set by the managers, the strategic objectives of the completed year are addressed and strategic objectives of the forthcoming year are decided at the end of each year.
In addition, the Board of Directors evaluates achievement of the pre-defined objectives.
21. Risk Management and Internal Control Mechanism
Risk Management is composed of two members of the Board of Directors. All contracts to be signed by the company are first submitted to the Loans and Legal Services section for control purposes. In addition, pro forma invoices are checked by the Assets Management and Invoice Tracking Unit.
22. Authorities and Responsibilities of the Board of Directors and Managers
The authorities and responsibilities of the members of the Board of Directors and company managers are clearly defined in the Master Agreement of the company. As per Article 12 of the Master Agreement, the Board of Directors is authorized to make decisions on any issue except those for which the General Assembly is exclusively authorized.
23. Principles of Activity of the Board of Directors
The agenda for each Board of Directors meetings is prepared as per the issues and authorities defined in the Master Agreement. A total of 29 Board of Directors meetings were held during the concerned period. The Board of Directors convenes, upon the invitation of the Chairman or the demand of at least two Board members, depending on the type and nature of the operations, a minimum of once per month. Meetings are held at the company headquarters. Decisions taken by the Board of Directors are valid as long as one more than half of the Board members participate and decide in the same Board of Directors meeting. The General Manager Secretariat is responsible for informing and establishing communication among the members of the Board of Directors. Required-to-be-disclosed decisions on issues included in Article 2.17.4 of Part IV, SPK Corporate Governance Principles should be publicly disclosed immediately after the meeting.
24. Ban on Trading with the Company and Competition
Members of the Board of Directors fully comply with the ban on trading with the company and competition during the specified period.
25. Ethical Code of Conduct
The Ethical Codes of Conduct of the Company are regulated in the “Operational Risk Framework” approved on 25.02.2004 by the Board of Directors of the Company.
26. Number, Structure and Independency of Committees Established under the Board of Directors
An Audit Committee, composed of two members as per Serial X No:19 Communiqué, is established upon the demand of the company in order to undertake the duties and responsibilities of the Board of Directors for publicly traded companies. Corporate Governance Committee is going to be established in future.
27. Financial Rights Granted to the Board of Directors
Except for the attendance fee determined by a partner decision taken in the General Assembly, no payment is made to the members of the Board of Directors.