Information PolicyVAKIF FİNANSAL KİRALAMA A.Ş
Vakıf Finansal Kiralama A.Ş. aims to pursue a transparent and efficient public information policy in relation to the past performance and future expectations of the company, in compliance with relevant laws and within the scope of the generally accepted accounting principles and the provisions of the Capital Markets Legislation. The purpose of the information policy is to share equally the past performance, future expectations, strategies, targets and visions of the company -except for commercially sensitive material- with the public, related authorities, existing and potential investors and shareholders; and to ensure creation by the Personnel and Administrative Affairs Management of a continuous, efficient and open communication platform by making an accurate, fair, timely and detailed declaration of the financial information of the company within the framework of the generally accepted accounting principles and Capital Markets Provisions. The information policy of the company aims to ensure systematic disclosure, by the duly authorized persons, of the specific information within the scope of a policy.
The Public Information Policy is realized in the framework of Capital Markets Board (SPK) legislation, SPK and Istanbul Stock Exchange regulations and Corporate Governance Principles of the Banking Regulation and Supervisory Board (BDDK) and Capital Markets Board.
Authorities and Responsibilities
The Information Policy is developed and approved by the company’s Board of Directors in line with the Corporate Governance Principles of SPK. The Board of Directors is responsible for realization, monitoring and improvement of the Information Policy. The implementation and monitoring of such policy -approved by the Board of Directors- is the responsibility of Personnel and Administrative Affairs Management.
Methods and Tools
The following methods and tools were used in developing the public disclosure and information policy in line with the Capital Markets Board legislation and the provisions of the Istanbul Stock Exchange and Turkish Commercial Code:
1. Special situation explanations made to the Istanbul Stock Exchange
2. Financial statements and footnotes thereof, independent audit reports and declarations periodically submitted to the Istanbul Stock Exchange (These reports are also published on the official website and are available in ready-to-access format at any time. Activity reports and financial presentations related to these statements are published periodically in electronic media and the official website)
3. Annual and interim activity reports (these reports are submitted for the information of the related authorities in both printed and electronic media)
4. Official corporate website (www.vakifleasing.com.tr)
5. Announcements and declarations made in the Turkish Trade Registry Gazette and daily newspapers
6. Press releases made periodically and in parallel with important developments throughout the year in the written and visual media
7. Explanations made to data distribution organizations such as Reuters, Foreks and Bloomberg
8. Communication via tools and methods such as telephone, e-mail, telefax, etc.
Special Situation Explanations
In case the special situations specified in the “SPK Serial: VIII, No: 39 Communiqué on the Procedures Related to Public Disclosure of Special Situations” occur, explanations about the concerned special situation are made to the Istanbul Stock Exchange. Special situation explanations are notified via fax message to IMKB with the knowledge of the Board of Directors and, in principle, after being signed by the General Director or Deputy General Director and the manager of the related department. Special situation explanations are also published electronically as Public Disclosure Platform (KAP) notifications and disclosed to the public on the official website of the company.
Public Disclosure of Financial Statements
The information policy of the company aims to ensure fast and easy access, by the partners and all beneficiaries of the company, to its financial statements. Financial statements of the company are prepared according to the provisions defined by the Capital Markets Board and are subjected to independent audit according to International Auditing Standards and then disclosed to the public. Before public disclosure, financial statements and footnotes thereof are submitted for the approval of the Board of Directors with the positive opinion of the Board of Auditors within the framework of the Capital Markets legislation. After signing the statement of responsibility by the responsible member of the Board of Directors, General Manager, Deputy General Manager and the related manager; financial statements, footnotes thereof and the independent audit report are submitted to IMKB in line with the Capital Markets Law and IMKB regulations. Financial statements and footnotes thereof can be accessed retrospectively from the official website of Vakıf Finansal Kiralama A.Ş (www.vakifleasing.com.tr).
The content of the (annual-interim) activity reports -in other words, activity reports of the Board of Directors- is prepared according to international standards, Capital Markets Legislation and Corporate Governance Principles of SPK. After preparation, activity reports are submitted firstly to the Audit Committee and then to the Board of Directors for approval, and then disclosed to the public through the official website of the company. In addition, copies can be obtained in printed and CD formats from the Personnel and Administrative Affairs Management. Annual and interim activity reports briefly summarize the company activities carried out during the concerned year/period to the partners and include all forms of information, from important company decisions to managerial changes, which have to be explained to the partners. Moreover, these reports include compliance reports presenting Corporate Governance Principles.
The official company website is a platform that facilitates timely monitoring of share performance by any shareholder in any part of the world, and rapid and easy monitoring of detailed and current information at low cost. It is actively used in public disclosure. The website offers information in both Turkish and English languages. In addition to providing up-to-date information, the website offers analysis and evaluations as well as retrospective data and history. The company’s website is updated regularly. Important titles available through the website are listed as follows:
1. Detailed information on corporate identity
2. Information on the Members of the Board of Directors and top management
3. Organization and partnership structure of the company
4. Master Agreement of the company
5. Trade registry information
6. Registration statement and disclosure circulars
7. Financial statements and related reports, financial information, indicators and analysis reports
8. Activity reports
9. SPK Special Situation Explanations
10. Explanation on the date, agenda and agenda items of the General Assembly
11. Minutes and the list of participants of the General Assembly
12. Sample of the Power of Attorney
13. Corporate management practices and compliance report
14. Profit distribution policy, its history and capital increases
15. Press releases
16. Frequently asked questions
Written and visual declarations and notifications made through the Trade Registry Gazette and daily newspapers
As per the Capital Markets Law, Turkish Commercial Code and Master Agreement of the company; Notifications about capital increase and dividend payments by the General Assembly are made through both the Turkish Trade Registry and (at least 2) daily newspapers. Partnership strategies, targets and projects not approved by the Board of Directors by a Board Decision cannot be disclosed to the public. All disclosures to be made within this scope comply with the issues specified in SPK communiqués. Only duly authorized persons are permitted to make such disclosures to the press and public.
Capital Markets Participants and Those Authorized for Disclosure
The Personnel and Administrative Affairs Management is duly authorized to work in cooperation with the Corporate Governance Committee in order to establish regular relations with existing and potential shareholders of the company, respond to the questions of investors in the most efficient way and conduct studies to increase company value. Relations with the shareholders are regulated by the Personnel and Administrative Affairs Management. Except for the declarations and notifications specified above, written and verbal information requests made by the Capital Markets Participants or any institution/person are met by the manager of the related unit as long as such requests fall within the duty field of the Management; the nature of the request is not commercially sensitive; and does not affect investment decisions and the value of the capital market instruments within the scope of the VIII Serial and 39 No SPK Communiqué on Explanation of Special Situations
Press releases made to the written and visual media as well as to data distribution channels such as Reuters, Foreks etc. can be made only by the Chairman of the Board of Directors and the General Manager, in writing or orally. Unless duly authorized, company employees cannot answer questions raised by the Capital Markets Participants or any institution/person. Such demands are submitted to the management of the Personnel and Administrative Affairs section.
Presentations to be made to the Capital Markets Representatives and meetings to be held with the same are disclosed to the public as soon as possible. In addition, the type of invitation, content and date of the General Assembly are announced to duly inform the participants in order to ensure participation in the General Assembly. Agenda items are disclosed by the Board of Directors.
The limits of the authority of those authorized to make explanations in relation to requests for information other than publicly disclosed information are defined according to the level of information requested. Every kind of question and explanation request related to the company is answered in writing or orally by:
- The Chairman and members of the Board of Directors
- The Chairman and members of the Audit Committee
- The Chairman and members of the Corporate Governance Committee
- General Manager
- Deputy General Manager
- Personnel and Administrative Affairs Manager
- Financial Affairs and Accounting Manager
Employees other than those listed above are not authorized to answer questions or requests for information.
Company employees direct such questions to the Personnel and Administrative Affairs Management.
The company has developed an “inside trading” policy by considering the members of the Board of Directors, managers and employees. Members of the Board of Directors cannot publicly disclose confidential and/or commercially sensitive information related to the company. The Board of Directors also takes necessary measures to prevent disclosure of such information by other employees. Members of the Board of Directors cannot use confidential and/or publicly undisclosed information related to the company in their own or others’ favor and cannot give false, misleading or groundless information or spread such information.
In line with the insider trading policy, the following provisions should be complied with for the security and protection of the commercially sensitive information of the company:
1- To avoid disclosure of commercially sensitive information to unauthorized persons,
2- To prevent those who have such information from purchase-sale and trade or making sales-purchase suggestions to an out-of-company third person,
3- To avoid internet discussion of such information,
4- To avoid behaviors which may result in personal gain or a third person gain from such information.
This policy is regularly revised and updated in line with changes in these provisions.
Explanations on Profit Distribution
The profit distribution policy developed by the Board of Directors is disclosed to the public. This policy is submitted to the General Assembly for the information of shareholders and is reflected in the activity report. Any proposed profit distribution and projected distribution date prepared by the Board of Directors is notified to the Capital Markets Board and Istanbul Stock Exchange within the deadlines specified in the relevant legislation.
Questions asked to the company via telephone, fax, e-mail or other means of communication are answered in writing as soon as possible. These questions are answered by the authorized persons, selected according to the content of the question. In case of a claim filed against (either concluded or still ongoing) or a fine imposed on the company, except for the special situation explanations, the company informs the public of which company representative will disclose such information, when and to what extent.
Explanations about Anticipatory Declarations
According to its information policy, the company may occasionally make anticipatory declarations. Anticipatory declarations included in the written documents of the company are based on specific assumptions. Realized results may differ significantly from the anticipated results due to risks, ambiguities and other factors. The investor group is accordingly warned in this scope. Only duly authorized persons may disclose anticipatory declarations. Statistical data are used to explain the basis and grounds of the publicly disclosed anticipations. In cases where it is understood that disclosed anticipations will not be realized, this situation is disclosed to the public, together with the reasons, and then the concerned information is duly revised.
Speculations, Unfounded Information and Gossip
Neither positive nor negative opinion is expressed about any unfounded information disseminated about the company. However, in case of a verification demand by IMKB and/or SPK, the Board of Directors may decide to make the required explanation. In cases where any scenario or gossip is wholly or partly realized, the company makes public disclosure as soon as possible.