Quarterly Report • Nov 4, 2024
Quarterly Report
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01.01.2024 - 30.09.2024 Interim Activity Report
PREPARED PURSUANT TO THE CAPITAL MARKET BOARD'S COMMUNIQUE II‐14.1 "COMMUNIQUE ON THE PRINCIPLES OF FINANCIAL REPORTING IN THE CAPITAL MARKETS".
04.11.2024
| A | Galata Wind at a Glance | 4 |
|---|---|---|
| B | Key Financial Data | 12 |
| C | General Information | 14 |
| D | Remuneration Provided for Members of the Governing Body and | |
| Senior Executives | 22 | |
| E | Research & Development Activities of the Company | 22 |
| F | Incentives Granted to the Company | 22 |
| G | Company Operations and Material Developments | 23 |
| H | Financial Status | 28 |
| I | Risks and Evaluation of the Governing Body | 31 |
| J | Corporate Governance and Sustainability | 31 |
| K | Miscellaneous | 38 |
| L | Declaration of Responsibility | 39 |
| M | Board of Directors' Resolution Approving the Interim Report | 40 |
| N | Sustainability Principles Compliance Index | 41 |
| O | Financial Report | 51 |
This Interim Report has been prepared pursuant to Article 8 of the Capital Market Board's ("CMB") Communiqué on Principles of Financial Reporting in Capital Markets (II‐14.1), promulgated in the Official Gazette edition 28676 on 13.6.2013, to provide an overview of the activities of Galata Wind Enerji A.Ş. ("Galata Wind," "Company" or "Group") in the interim accounting period of 01.01.2024 - 30.09.2024 and to inform investors.
Ensuring the satisfaction of our customers and communities is the focus of all of our activities. We complete and fully deliver our commitments on time.
We monitor our processes with quality, environment, occupational health & safety, and energy performance indicators and strive to improve our system before irregularities occur.
We work as a goal-driven team of qualified professionals, specialized in their respective areas, each working with a high level of knowhow, passion for their jobs, responsibility and pride, without engaging in personal conflicts.
For us, mitigating all the risks that may harm human and environmental health and keeping our people and the public informed is an integral part of our processes and activities.
To create sustainable value for our country and stakeholders with our competent employees, by generating electrical energy exclusively from renewable sources in line with our environmentally friendly, respectful and transparent management principles.
To become a preferred, exemplary, pioneering and respected organization with top-of-the-mind recognition in Turkey and in the region with an environmentally friendly, reliable and sustainable business model while reducing Turkey's dependence on imported energy by using national renewable energy sources.
At Galata Wind, we adopt Doğan Holding's core values as our own;
Galata Wind, a subsidiary of Doğan Holding, invests in sustainable energy sources for a clean future and generates 100% renewable electricity at its Gold Standard and VCS certified wind and solar power plants across Turkey. The company also designs solar power systems to be installed on the roofs of residences, schools, workplaces, gas stations and factories to enable the users to generate their own energy.
Galata Wind Energy reduces carbon emissions by approximately 430,000 tons every year by generating 100% clean electrical energy from renewable resources. With a total installed capacity of 297.2 MW, Galata Wind aims to reduce the country's dependence on imported energy by
utilizing renewable energy sources and to become Turkey's clean electricity provider with an environmentally friendly, reliable and sustainable business model.
Sunflower Solar, a subsidiary of the company, operates with the mission of enabling every household to generate its own clean energy with commercial and industrial solar roof projects. The company also conducts research on alternative and niche technologies such as electric vehicle charging stations and battery systems.
Operating with a team of highly qualified and agile professionals, Galata Wind has strived to contribute to the national economy and the industry since its inception, working toward a more sustainable future. With significant investments in green, clean and renewable power generation plants, Galata Wind is committed to growing its portfolio only with renewable energy projects.
Galata Wind aims to grow the capacity of its portfolio to over 1000 MW by 2030 with only renewable energy investments through a number of actions: increasing capacity in the existing power plants, acquiring operational WPPs and SPPs in Turkey, participating in the government's YEKA tenders, building electricity power plants with storage facilities, and acquiring small and medium-sized power plants or developing projects
abroad, starting with Europe. For Galata Wind, the ultimate goal is to provide its investors with environmentally friendly, clean, sustainable and foreseeable profit margin and cash flow by including renewable power plants with guaranteed purchase agreements and long-term bilateral agreements in its portfolio.
A
TOTAL
16.4 MW 50.5 MW
105 MW
35 units of Vestas V90 3 MW turbines
79 MW
14 units of Nordex N149 4.8 MW turbines + 2 units of Nordex N149 5,9 MW turbines
62.7 MW
297.2 MW TOTAL INSTALLED CAPACITY
14 units of Vestas V90 3 MW turbines + 6 units of Vestas V112 3.45 MW turbines
WIND POWER INSTALLED CAPACITY
24.7 MW
Smart Solar 360/365 W MonoPerc panels Çorum SPP
9.4 MW
JinkoSolar 320 W Polycrystalline panels Taşpınar Hybrid SPP
Elin Sirius 550 W Monoperc Halfcut panels
l Commissioning date: Oct 2020 l Capacity Extension: Dec 2023
Emission Reduction (tCO2 ):
USD/MWh (until the end of 2025)
Çorum SPP
l Installed Capacity: 9.4 MW l Annual Average Electricity Generation (MWh): 14,000 l Capacity Utilization Rate:
20.0%*
l Annual Average Carbon Emission Reduction (tCO2 ):
7,000
l YEKDEM Expiry Date: 2027
* Capacity Utilization Rates are calculated based on the MWe power of the plants.
Galata Wind Portfolio
(Unlicensed) The best production capacity in the region
Galata Wind focuses its core business on renewable energy generation and has many years of experience in operating renewable energy power plants. With its low leverage and strong capital structure, the company is able to make investments that provide high profitability and predictable cash flows at lower costs and operate at high operational efficiency.
One of Galata Wind's strategic goals is to grow and become a global player in the renewable energy sector. The company is taking strategic steps to achieve this goal:
Galata Wind is closely monitoring industry developments to take advantage of growth opportunities. The company's potential growth areas have been identified as follows:
The Company boasts the potential to increase the installed capacity of the power plants it currently operates. Accordingly, application procedures are monitored and the applications for capacity increases are filed when needed.
The Company has established a business development team to review opportunities for acquisitions and project development. The domestic and international markets are constantly monitored for opportunities that meet the investment criteria.
In parallel with the growth of the Turkish electricity sector, new business models are emerging and regulations are being updated to provide a basis for these business models. Galata Wind is evaluating the right investment opportunities that will create value for its stakeholders from these business models. In this context, the company:
Carbon credits with Gold Standard and VCS certificates are issued via all of the Company's power plants. In view of the developments in the areas of the environment and sustainability, which are gaining importance worldwide (Paris Agreement and climate targets, European Union Green Deal, and Carbon Border Adjustment Mechanism), the Company expects carbon credit prices and thus revenues from carbon credits to increase.
Recognizing the optimization of its operational efficiency as a fundamental priority, Galata Wind sources high-quality turbines and panels for its power plants, uses most efficient systems by following technological developments, and monitors its power plants continuously from a single center. The company conducts continuous improvement studies for this purpose and considers possible options to improve production performance. The company strives to achieve the best possible availability for all its plants.
Galata Wind, standing as Turkey's first green IPO with a collective portfolio consisting exclusively of wind and solar power plants, operates with the mission of becoming a leading and exemplary company in sustainability in the energy sector. More information about the company's sustainability strategy is provided in the "Galata Wind and Sustainability" section of the report. Galata Wind's sustainability reports are available on the corporate website.
Aiming to differentiate itself from other companies in the sector and become a pioneer in sustainable development, Galata Wind has opened its operating strategy to monitoring by international organizations and made the following commitments in a transparent manner to ensure the implementation of this strategy.
Galata Wind commits to:
Galata Wind is rated by independent international organizations for its sustainability practices.
According to the analysis conducted by Sustainalytics in July 2023, Galata Wind's Environmental, Social and Governance (ESG) Risk Rating Score was determined to be 14.9. This score reflects that the company adheres to ESG governance best practices, has boardlevel oversight of ESG issues, and has a "low" risk of being financially impacted by ESG factors. In terms of ESG risk rating, Galata Wind ranks 39th among 699 companies in the Electricity Services (Utilities) sector.
Galata Wind will allow its power plants to benefit from YEKDEM throughout their lifetime under this mechanism as long as YEKDEM prices are above spot prices. Otherwise, or at the end of the YEKDEM term, the company aims to fix its electricity sales from its power plants annually through bilateral agreements linked to the spot price.
On average, 75% of the company's operating expenses are directly related to contracts or tariffs. These expenses include maintenance costs, land lease, transmission, distribution and insurance costs.
Galata Wind's debt-to-equity ratio is the lowest compared to the other companies in the BIST Electricity Index. Thanks to its robust capital structure, the company is able to make new investments with its own funds. Aiming to increase its total installed capacity from 297.2 MW to 550 MW by the end of 2025, the company plans to keep its net debt/EBITDA ratio below 3.5-4x to achieve this goal. Currently, this ratio is close to zero.
According to the results of the ESG assessment conducted by S&P Global in July 2023, Galata Wind earned a score of 67, demonstrating that it is adequately prepared against short and medium-term disruptions that may occur in the electricity sector. The report stated that the company's 2025 targets are achievable and would have a significant impact on reducing the ratio of fossil fuels in Turkey's energy supply.
qualification.
The Group has prepared its consolidated financial statements for the year ended December 31, 2023, in accordance with IAS 29 "Financial Reporting in Hyperinflationary Economies" following the announcement by the Turkish Public Oversight, Accounting and Auditing Standards Authority (KGK) on November 23, 2023, and the publication of the "Implementation Guide on Financial Reporting in Hyperinflationary Economies." Under this standard, financial statements prepared in the currency of a hyperinflationary economy must be presented in terms of the purchasing power of that currency as of the balance sheet date, with comparative information for prior periods also restated in the current measurement unit at the end of the reporting period. Consequently, the Group has presented its consolidated financial statements as of December 31, 2023, and September 30, 2023, based on the purchasing power as of September 30, 2024.
| Summary of Financial Statement (Mio TRY) |
Unaudited Current Period 30 Sep 2024 |
Audited Prior Period 31 December 2023 |
Change (%) |
|---|---|---|---|
| Current Assets | 305,975 | 443,466 | -31.0% |
| Non-Current Assets | 12,023,379 | 12,000,715 | 0.2% |
| Propert, Plant and Equipment | 7,770,086 | 6,991,299 | 11.1% |
| Intangible Assets | 3,603,116 | 3,603,829 | 0.0% |
| Total Assets | 12,329,354 | 12,444,181 | -0.9% |
| Current liabilities | 366,783 | 530,622 | -30.9% |
| Non-Current liabilities | 2,302,181 | 2,358,779 | -2.4% |
| Equity | 9,660,390 | 9,554,779 | 1.1% |
| Attributable to Equity Holders of the Parent Company |
9,660,390 | 9,554,779 | 1.1% |
| Total Equity & Liabilities | 12,329,354 | 12,444,181 | -0.9% |
| Consolidated Statement of Profit & Loss (Mio TRY) |
Unaudited Current Period 30 Sep 2024 |
Unaudited Prior Period 30 Sep 2023 |
Change (%) |
|---|---|---|---|
| Revenue | 1,682,136 | 1,941,462 | -13.4% |
| Cost of Sales (-) | -768,915 | -758,917 | 1.3% |
| Gross Profit/(Loss) | 913,220 | 1,182,545 | -22.8% |
| Operating Costs (-) | -135,772 | -72,690 | 86.8% |
| Other Operating Income/(Expenses), net | 67,854 | 531,321 | -87.2% |
| Operating Profit/(Loss) | 845,302 | 1,641,176 | -48.5% |
| Financi Income/(Expense), net | 80,557 | -636,320 | -112.7% |
| Profit/(Loss) Before Taxation From Continued Operations |
925,859 | 1,004,856 | -7.9% |
| Tax Income/(Expense) From Continued Operations |
-320,380 | -545,402 | -41.3% |
| Profit/(Loss) for the Period | 605,479 | 459,454 | 31.8% |
| EBITDA* | 1,215,700 | 1,499,308 | -18.92% |
* EBITDA is calculated as the sum of gross profit-operating expenses + depreciation and amortization. The depreciation of assets with the right of use shown in the financial statement within the scope of TFRS 16 is also included in the depreciation.
| Financial Ratios | 30 Sep 2024 | 31 December 2023 |
|---|---|---|
| Net Financial Debt/EBITDA (*) | 0.39 | 0.46 |
| Net Financial Debt/Equity | 0.06 | 0.10 |
| Financial Debt/Total Assets | 0.06 | 0.08 |
| Current Ratio | 0.83 | 0.84 |
| Current Assets/Total Assets | 2% | 4% |
| Current Liabilities/Total Liabilities | 14% | 18% |
| Total Liabilities/Total Assets | 22% | 23% |
* 30 Sep 2024 EBITDA was annualized.
This activity report pertains to the operations in the interim accounting period of 01.01.2024 - 30.09.2024.
| Commercial Name: | Galata Wind Enerji A.Ş. |
|---|---|
| Founded on: | April 11, 2006 |
| Trade Registry Number: | 648259-0 |
| MERSIS Number: | 0388067309700012 |
| Tax Office: | Üsküdar Tax Office |
| Tax Number: | 3880673097 |
| Paid-in Capital:** | TRY 540,000,000 |
| Registered Capital Ceiling: | TRY 1,000,000,000 |
| Traded on Stock Exchange: Borsa İstanbul A.Ş. (BIST) | |
| Ticker Symbol: | GWIND |
| IPO Date: | April 22, 2021 |
| Address: | Burhaniye Mahallesi, Kısıklı Caddesi, No: 65, 34676 Üsküdar/İstanbul |
| Corporate Website: | www.galatawindenerji.com |
| Email: | [email protected] |
| Phone: | (0216) 556 9000 |
| Fax: | (0216) 556 9327 |
C.2. The Company's commercial name, trade registry number, contact information for the headquarters and branch offices, if any, and the website address, if any:
Galata Wind Enerji A.Ş. is subject to Capital Market Legislation and the Capital Market Board ("CMB") regulations and its shares are traded on Borsa İstanbul A.Ş. as of April 22, 2021.
Galata Wind's shareholding structure as of 30 September 2024 and 31 December 2023 is as follows.
| Shareholder | Share (%) | 30 Sep 2024 | Share (%) | 31 December 2023 |
|---|---|---|---|---|
| Doğan Şirketler Grubu Holding A.Ş. | 70.00 | 377,999,963.73 | 70.00 | 377,999,963.73 |
| Free float (1) | 30.00 | 162,000,036.27 | 30.00 | 162,000,036.27 |
| Issued capital | 100.00 | 540,000,000 | 100.00 | 540,000,000 |
There are no privileged shares in the Company's capital.
The chairperson and members of the Board of Directors have the powers specified in the relevant articles of the Turkish Commercial Code ("TCC") and the Company's Articles of Association. Members of the Board of Directors are elected to serve for a minimum of one year and a maximum of three years in line with Article 9 of the Company's Articles of Association. The current Board members have been elected at the Ordinary General Assembly Meeting on 18.04.2024 to serve for one year starting from the date of the said general
assembly meeting. In the first nine months of 2024, the Board of Directors has convened/passed resolutions 21 times (01.01.2023 - 30.09.2023: 25).
The current Board members have been elected at the Ordinary General Assembly Meeting on 18.04.2024 to serve for one year starting from the date of the said general assembly meeting. The résumés of the Board members and their duties outside the company are provided on the corporate website: www. galatawindenerji.com.
The declarations of independence have been assessed by the Board of Directors. The independence declarations of the Independent Board Members are available on the corporate website: https://www. galatawindenerji.com/kurumsal-yonetim/
| Full Name | Duty | Since | Term (years) | Executive / Non-executive |
|---|---|---|---|---|
| Çağlar Göğüş | Chairman | 18.04.2024 | 1 | Non-executive |
| Bora Yalınay | Vice Chairman | 18.04.2024 | 1 | Non-executive |
| Burak Kuyan | Member | 18.04.2024 | 1 | Executive |
| Neslihan Sadıkoğlu | Member | 18.04.2024 | 1 | Non-executive |
| Ozan Korkmaz | Independent Member | 18.04.2024 | 1 | Non-executive |
| Hüseyin Faik Açıkalın | Independent Member | 18.04.2024 | 1 | Non-executive |
| Full Name | Duties Outside the Company |
|---|---|
| Çağlar Göğüş | Doğan Holding CEO, Board Memberships in Doğan Holding subsidiaries and non-group companies |
| Bora Yalınay | Doğan Holding CFO, Board Memberships in Doğan Holding subsidiaries |
| Burak Kuyan | Galata Wind CEO, Board Memberships in Doğan Holding subsidiaries |
| Neslihan Sadıkoğlu | Doğan Holding Vice President, Corporate Communications and Sustainability |
| Ozan Korkmaz | Board Memberships in non-group companies: APlus, SmartPulse, Sayax |
| Hüseyin Faik Açıkalın | Board Memberships in non-group companies: Doğan Grubu Şirketleri Holding A.Ş., Migros Turk A.Ş., Karsu Tekstil A.Ş., Global Yatırım Holding A.Ş. |
Çağlar Göğüş earned his bachelor's degree in Business Administration at Bilkent University in Turkey and an MBA from the University of Florida. He began his professional career in 1996 as a Senior Analyst at Coopers & Lybrand (currently PwC). After serving as a Senior Analyst and consultant at Arthur Andersen and AT Kearney, he joined the Peppers & Rogers Group in 2000. Later becoming an international partner at Peppers & Rogers, he initially served as the General Manager overseeing after-sales services in all regions. Göğüş played an important role in Peppers & Rogers' growth in the EMEA region and beyond. Through his consultancy work for over fifty major companies and regulatory authorities across several markets, he has gained special expertise in strategic growth and transformation.
Having gained vast experience over the years in the new economic order as well as in classic economics, Göğüş joined the Doğan Group in 2015 as an independent board member for Hürriyet Gazetecilik. After holding this position for one year, he served for over two years as Chief Executive Officer (CEO) at Hürriyet Gazetecilik. During his term, he oversaw major projects, including those involving digital transformation, efficiency, profitability, the redefining of business processes and the designing of a corporate identity for Hürriyet Emlak (Hürriyet Real Estate and Properties).
Göğüş, who has been the Chief Executive Officer and Executive Board Member at Doğan Holding since 2019, also serves as the Chairman at Galata Wind Enerji, Ditaş Doğan Yedek Parça, Doğan Burda Dergi, Doğan Dış Ticaret, Doğan Trend Otomotiv, Doruk Faktoring, Hepiyi Insurance, and Öncü Girişim Sermayesi; and Vice Chairman at DMC, D Investment Bank, and Doğan Publishing. He is also a Board Member in a number of companies, including Karel Elektronik, SESA Ambalaj, Hürriyet Emlak, Aytemiz, Alterna Yazılım, and Düş Yeri.
Çağlar Göğüş also leads the sustainability efforts across Doğan Group and is the co-chair of the Sustainability Committee.
Bora Yalınay has over a quarter-century of experience in international audit companies and local and international public companies. His areas of expertise include financial restructuring, investor and analyst relations, financing, public offerings, cost optimization, financial planning, and analysis.
Bora Yalınay graduated from the Department of Economics at Bilkent University in 1997. He began his professional career the same year at the Istanbul office of Deloitte where he last served as a senior manager. He later worked at Deloitte Canada from 2000 to 2002. Following his auditing experience of over a decade and one year of financial control at Yaysat, he joined Yıldız Holding in 2009 as the Group Financial Audit General Manager. He later served as the CFO at Ülker Bisküvi from 2010 to 2016. In the process that began with the financial restructuring of the company in 2010, he was instrumental in several acquisitions, company sales and merger projects, completed overseas financing projects worth USD 1 billion, and led the secondary public offering process in 2013. He worked as the Vice President, Finance at Ülker Bisküvi in charge of Turkey, Saudi Arabia, Egypt, Romania, Kazakhstan, Lebanon, and Pakistan operations from 2015 through 2016. During that time, he led a team of over 200 finance professionals across six geographies.
Yalınay, who is a certified CPA, has served as CFO and Executive Board Member, Finance at Doğan Şirketler Grubu Holding A.Ş. since 2019, and is member in the Early Risk Detection Committee and Sustainability Committee. He also serves as a member on the Boards of Galata Wind Enerji A.Ş., Karel Elektronik San. ve Tic. A.Ş., Ditaş Doğan Yedek Parça İmalat ve Teknik A.Ş., Doğan Dış Ticaret ve Mümessillik A.Ş., Doruk Faktoring A.Ş., Doğan Trend Otomotiv Tic. Hizmet ve Teknoloji A.Ş., Öncü Girişim Sermayesi Yatırım Ortaklığı A.Ş. and D Gayrimenkul Yatırımları ve Tic. A.Ş., and Turkish Investor Relations Society (TÜYİD).
Bora Yalınay Vice Chairman
Burak Kuyan graduated from the Faculty of Business Administration at Istanbul University in 1998, and later earned his MBA from Virginia Polytechnic Institute and State University in 2002. He is currently working toward a PhD in Business Administration and Finance at Işık University.
Upon graduation, Mr. Kuyan worked as a Private Portfolio Manager at Finans Yatırım Menkul Değerler A.Ş. He joined Doğan Group in 2005 as Assistant Specialist in Strategical Planning and Business Development. With the Group's investments in the energy field, he was appointed Energy Director at Doğan Holding in 2012. Kuyan, who was appointed Chairman and Executive Board Member at Galata Wind in 2014, has assumed the role of Chief Executive Officer since 2017. Currently an Executive Board Member and Chief Executive Officer at Galata Wind, Kuyan is also the head of all energy investments and operations at Doğan Group. In addition, Kuyan serves as a Board Member at the Energy Trading Association (ETD), the Solar Energy Investors Association (GUYAD), and the Electricity Generators Association (EÜD).
Neslihan Sadıkoğlu, who is the Vice President - Corporate Communications and Sustainability at Doğan Şirketler Grubu Holding A.Ş., has over two decades of experience in all areas of communication, including corporate communications, reputation and crisis communications, media relations, brand management, marketing and social responsibility and sustainability communications.
Following her graduation from the Faculty of Communications at Galatasaray University, Ms. Sadıkoğlu began to work at CNN Türk's Public Relations department in 1999, and was appointed Corporate Communications Director in 2002. She later continued her career at Vakko Holding as Communications Coordinator, at Step Halı as Corporate Communications Director, at Doğan Burda Magazine Group as Corporate Communications Director, and at Douglas Perfumery as Turkey Marketing Director.
Neslihan Sadıkoğlu, who has led the sustainability efforts at Doğan Holding and completed the Cambridge University Sustainability Leadership program in 2020, is currently Vice President - Corporate Communications and Sustainability. She has served as a Board member responsible for Sustainability at Galata Wind since December 21, 2021. Neslihan Sadıkoğlu is also a Board member at UN Global Compact Turkey and Sustainable Development Association (SKD).
After earning a bachelor's degree in Business Administration from the Middle East Technical University in 1987, Faik Açıkalın began his banking career as a management trainee at Interbank the same year. He subsequently held various positions, including Internal Auditor, Relationship Manager, Branch Manager and Marketing Manager at Interbank, Marmarabank, Kentbank, Finansbank, and Demirbank, respectively (1992 – 1998).
In 1998, he joined Dışbank as Executive Vice President. Later that year, he was appointed Chief Operating Officer (COO) responsible for coordination and communication between the Board of Directors and business units. He also served as a member of the Credit Committee. In 1999, Açıkalın was appointed Deputy Chief Executive Officer (CEO) and a Board member and then became the CEO of Dışbank in 2000. Following the acquisition of the majority shares of Dışbank by Fortis in July 2005, he continued to serve as CEO of the bank after it was renamed Fortisbank. During that period, he also worked in the international management of Fortis.
In 2007, he resigned from his duties at Fortisbank and became the CEO of Doğan Gazetecilik. In 2009, Açıkalın was appointed as an executive Board member at Yapı Kredi and also Chairman of the Executive Committee. Serving as Yapı Kredi's CEO since 2009, in addition to his current role, Açıkalın was also appointed as CEO of Koç Financial Services in 2010. Furthermore, in 2011, Açıkalın became the President of the Banking and Insurance Group at Koç Holding. In the same time period, Açıkalın served as Chairman of Yapı Kredi Malta, Yapı Kredi Invest, Yapı Kredi Leasing, Yapı Kredi Factoring, Yapı Kredi Bank Nederland NV, Yapı Kredi Bank Azerbaijan, Yapı Kredi Bank Moscow, Yapı Kredi Koray Real Estate Investment Trust, and Koç Finansman A.Ş., as Vice Chairman of Banque de Commerce et de Placements S.A. and Allianz Yaşam ve Emeklilik and as Director of the Banks Association of Turkey. At the end of 2017, Açıkalın relinquished his duties at Koç Holding, YKB and its subsidiaries.
Hüseyin Faik Açıkalın has served as an Independent Board Member at Doğan Holding since March 30, 2018 and at Galata Wind since December 21, 2021.
Ozan Korkmaz, who is the founding partner of APLUS Energy and SmartPulse Technology companies, has two decades of experience in the energy sector. The companies he has started operate in the Turkish energy market and also export energy services and software to European countries. His areas of expertise include energy demand and price forecasting modeling, feasibility and engineering studies of electricity generation investments, operational regime optimization in thermal and hydroelectric power plants, electricity transmission and distribution retail tariff modeling, and consultancy.
Before founding APLUS, Ozan Korkmaz, who has studies in the academic field related to energy markets, worked as a consultant on numerous energy generation and distribution projects. After graduating from the Faculty of Civil Engineering at Middle East Technical University, earned his M.Sc. in Hydroelectric Energy in the same department. He is currently pursuing a PhD in Energy Engineering at Istanbul Technical University.
Ozan Korkmaz has served as an Independent Board Member at Galata Wind since December 21, 2021.
By resolution of the Board of Directors dated May 13, 2024, the Audit Committee and the Early Risk Detection Committee were appointed until the Annual General Meeting at which the activities and financial statements for 2024 are discussed, and the Corporate Governance Committee was appointed until the first meeting of the Board of Directors following the Annual General Meeting at which the activities and financial statements for 2024 are discussed the "Establishment of the Executive Committee" will be
adopted.. With the same resolution, it was decided that the Corporate Governance Committee will also assume the tasks of the "Nomination Committee" and the "Remuneration Committee" as set out in the Capital Markets Board ("CMB") II-17.1 "Corporate Governance Communiqué" ("Communiqué"). The working principles of the committees of the Board of Directors can be found on the company's website in the Corporate Governance/Committees section at the following link: https://www.galatawindenerji.com/ en/corporate-governance/committees-and-workingprinciples.
| Full Name | Position |
|---|---|
| Burak Kuyan | Chief Executive Officer/ CEO |
| Zeki Onur Aytekin | Chief Financial Officer / CFO |
| Mehmet Ali Gürpınar | Chief Operations Officer / COO |
| Özlen Cendere Ertuğrul | Chief Legal Officer / CLO |
| Full Name | Position |
|---|---|
| Hüseyin Faik Açıkalın | Chairman |
| Ozan Korkmaz | Member |
| Full Name | Position |
|---|---|
| Ozan Korkmaz | Chairman |
| Hüseyin Faik Açıkalın | Member |
| Halide Müge Yücel | Member |
| Full Name | Position |
|---|---|
| Hüseyin Faik Açıkalın | Chairman |
| Bora Yalınay | Member |
| Neslihan Sadıkoğlu | Member |
| Full Name | Position |
|---|---|
| Hüseyin Faik Açıkalın | Chairman |
| Neslihan Sadıkoğlu | Member |
| Halide Müge Yücel | Member |
| Mehmet Ali Gürpınar | Member |
| Full Name | Position |
|---|---|
| Çağlar Göğüş | Chairman |
| Burak Kuyan | Member |
| Bora Yalınay | Member |
| Zeki Onur Aytekin | Member |
| Mehmet Ali Gürpınar | Member |
Since the Committees' formation on 13.05.2024, the Audit Committee, the Corporate Governance Committee and the Early Risk Detection Committee have each passed on four (4) resolution, all of which were submitted to the Board of Directors in writing in the 01.01.2024 - 30.09.2024 interim accounting period.
As of September 30, 2024, the number of employees of the Company is 66 (September 30, 2023: 54). As of September 30, 2024, the Company has 3 blue, 20 gray and 43 white collar employees (September 30, 2023: 4 blue, 18 gray and 32 white collar employees).
Galata Wind determines and updates its remuneration policy according to the current sector and market benchmarks, based on position, grade and title criteria. Galata Wind applies a remuneration system based on the philosophy of "equal pay for equal work", not according to the individual, but according to the grade structure shaped according to position and job description. Annual wage increases are reflected in the wages of employees in January each year in line with inflation and market research, with the approval of the Company's senior management. When deemed necessary, the employer may also apply increases to employees at different time periods during the year with the approval of senior management. All employees benefit from fringe benefit packages offered according to their title and grade level.
The Company's Annual General Meeting decides each year on the remuneration, rights and benefits of the members of the Board of Directors. Executive members of the Board of Directors may receive a monthly salary and related benefits, in addition to the "attendance fee" they receive along with the other members of the Board of Directors, depending on their duties in the Company. In addition, officers and other employees who have a say in the management of the Company may be entitled to an additional "bonus" or "reward" based on their performance. In the footnotes to the consolidated financial statements for the interim period ended September 30, 2024, this is disclosed in Note 18 under the heading Payments to key management personnel.
The approval of the general assembly is sought regarding the transactions, specified in Articles 395 and 396 of the TCC, except for the prohibited transactions, that the Board members are allowed to execute. To the extent of information available to Galata Wind, members of the Board of Directors have not engaged in commercial activities on their own behalf or on behalf of other parties in the Company's fields of operation during the 01.01.2024 - 30.09.2024 interim accounting period.
No amendments were made to the articles of association during the reporting period.
D
E
According to Article 3 "Purpose and Subject" of the Articles of Association, "The Company operates in the field of building, commissioning, and renting electricity power generation plants, electricity power generation, and selling the electricity power generated." Within the scope of this purpose and subject, Galata Wind generates power using renewable energy sources and sells this electricity to the Turkish Interconnected Network.
Sunflower Solar Güneş Enerjisi Sistemleri Ticaret A.Ş., a wholly owned subsidiary of the Company, designs and installs roof solar energy systems. Galata Wind Energy Global BV, another 100% subsidiary of the Company, is based in the Netherlands and continues its project development activities in Europe.
Total installed capacity in the Turkish electricity market increased by 8.0% in the first three quarters of 2024 compared to the same period of 2023, reaching 114,144 MW (2023 Q3: 105,661 MW). Hydropower generation accounted for the largest share of installed capacity in Turkey with 28.2%, while all wind power
plants and all solar power plants contributed 10.8% and 16.4%, respectively.
In the first three quarters of 2024, electricity generation in Turkey increased by 5.9% y-o-y to 261,533 GWh (2023 Q3: 246,900 GWh). Natural gas and imported coal accounted for 37.6% of this generation, while domestic coal accounted for 13.6%, hydropower 23.8%, wind 10.5%, geothermal and biomass 5.6% and solar 8.7%. In the first three quarters of 2024, electricity consumption in Turkey increased by 4.8% y-o-y to 261,943 GWh (2023 Q3: 249,835 GWh). In the first nine months of the year, 62.2% of the country's demand was met by domestic resources (2023 Q3: 56.6%). The share of renewable energy in demand was 48.5% (2023 Q3: 42.5%).
In 2024, 778 power plants are included in the Renewable Energy Resources Support Mechanism (YEKDEM). According to the final YEKDEM list published by the Energy Market Regulatory Authority (EMRA), the total installed capacity of the plants whose applications were accepted was approximately 17,624 MWe. This corresponds to a decrease of 11.8% compared to 2023 (2023: 19,993 MWe).
Electricity prices declined in the first three quarters of 2024 compared to the same period last year. There
Galata Wind has identified members of the Board of Directors, the General Manager, Deputy General Manager and Directors as key executives. Remuneration offered for key executives include financial benefits such as salaries and bonuses and other benefits like health insurance as well as communication and transportation expenses. These benefits are explained in more detail under Note 18 - Related Party Disclosures of the consolidated
financial statements for the interim accounting period
of 01.01.2024 - 30.09.2024.
D.2. Senior executives:
Information regarding the senior executives of Galata Wind is provided on the corporate web site (www.
galatawindenerji.com).
Galata Wind has not engaged in any research & development activities or incurred any related costs during the 01.01.2024 - 30.09.2024 interim accounting period.
F
The company currently holds a valid Incentive Certificate, issued on 28.12.2022 for TRY 432,713,966. On 30.05.2023, the company received an Investment
Incentive Certificate in the amount of TRY 689,000,000 for the Mersin WPP Additional Capacity Project.
Galata Winds'in share in electricity generation in Turkey (wind)
was a 1.6% year-on-year decline and the average for the first nine months was realized at TRY 2,176.3/MWh (2023 Q3: TRY 2,210.9/MWh). Adding the depreciation of the Turkish lira against the USD, electricity prices in USD terms declined by 35.1% to USD 67.5/MWh (2023 Q3: USD 104.1/MWh). The decline in electricity prices was mainly attributable to increased renewable energy generation. In addition, although electricity demand has increased relatively compared to last year, the economic downturn in Turkey and high inflation are still hampering production activities, especially in large industrial plants.
In addition, despite the ongoing wars in Eastern Europe and the Middle East, oil and natural gas prices continued to fall in international markets. Given that about half of the country's energy resources are imported, the decline in marginal production costs for oil and natural gas is also pushing down the average electricity price. As we have seen at every opportunity, the importance of domestic and renewable energy resources on supply security and energy costs is undeniable, despite the fluctuations in local and global markets.
The most important recent development is Turkey's Renewable Energy Targets for 2035 announced by Mr. Alparslan Bayraktar, Minister of Energy and Natural
Resources. Accordingly, a 120 GW installed capacity target has been set for wind and solar energy, which will require an additional investment of approximately USD 80 billion. There are a total of 70 GW of projects, including 23.5 GW of unlicensed 5.1.h capacity, 3 GW of YEKA capacity, 34 GW of storage RES/GES capacity and 9.8 GW of other pre-licensed capacity, which have already been allocated and are expected to start investment in 2025 and beyond. For the remaining capacity from the 2035 target, it has been announced that 5 GW offshore wind capacity and 2 GW YEKA capacity will be given every year.
Work on offshore wind capacities, announced as part of Turkey's renewable energy support mechanism (YEKA) in 2023, continues actively. There remains significant interest from the market in this sector. The Ministry of Energy has designated an area of approximately 2,000 km² off the coasts of Bandırma, Gelibolu, Karabiga, and Bozcaada with an estimated potential for 5 GW of offshore wind installations by 2035. In October 2024, the Ministry of Energy and Natural Resources also announced new YEKA areas as part of the 2035 Renewable Energy Targets, comprising 1,200 MW for wind (RES) and 800 MW for solar (GES). YEKA tenders play a critical role in achieving Turkey's 2035 wind and solar energy goals and the 2053 net-zero emissions target.
In addition, under the "Regulation on Amendments to the Regulation on Storage Activities in the Electricity Market," the issuance of pre-licenses for applications is ongoing. To date, approximately 34 GW of prelicenses have been issued, with about 55% allocated to wind energy and 45% to solar power plants.
Galata Wind operates three Wind Power Plants (WPP), two Solar Power Plants (SPP), and one Hybrid Solar Power Plant (SPP), with a total installed capacity of 297.2 MW. In the first nine months of 2024, Galata Wind's wind power plants generated a total of 556,122 MWh of electricity. During this period, Galata Wind's Şah WPP, Mersin WPP, and Taşpınar WPP accounted for 2.0% of Turkey's total installed wind power capacity and 2.0% of the total wind-generated electricity in the country. Additionally, Galata Wind's solar power plants produced a total of 43,230 MWh of electricity in the first nine months of 2024. The solar power plants in Erzurum and Çorum represented 0.20% of Turkey's total installed solar capacity and 0.20% of the country's solar-generated electricity.
In 2024, Taşpınar WPP and Hybrid SPP, along with the Çorum and Erzurum SPPs, were included in the Renewable Energy Support Mechanism (YEKDEM) list. Meanwhile, Mersin WPP and Şah WPP sold their
electricity through bilateral agreements based on spot market prices.
In the interim accounting period from 01.01.2024 to 30.09.2024, Galata Wind has acquired tangible and intangible assets amounting to TRY 1,208,217,275 (2023/09: TRY 940,550,354).
The Audit and Risk Management Group of Doğan Şirketler Grubu Holding A.Ş., the parent company of Galata Wind holding 70% of its shares, provides guidance and support to the Company in conducting the internal audits and performing the control function.
The findings of Doğan Şirketler Grubu Holding A.Ş. Audit and Risk Management Group are assessed by the Company and corrections and revisions are introduced in line with the recommendations while the internal control systems are continuously improved.
The Company currently has three direct affiliate. Information on the affiliate and its share ratio is provided in the notes of the consolidated financial statements for the interim accounting period of 01.01.2024 to 30.09.2024. This information is available on Galata Wind's corporate web site (www. galatawindenerji.com) and the Public Disclosure Platform ("KAP") (www.kap.org.tr).
The Company has not acquired any of its own shares within the 01.01.2024-30.09.2024 interim accounting period.
Galata Wind has not been subjected to any private or public audits within the 01.01.2024-30.09.2024 interim accounting period.
The provisions reserved for the lawsuits filed against the Group and the lawsuit damages, depending on the specific aspects of the lawsuits are shown under Note 9 - Provisions, Contingent Assets and Liabilities / (a) Other short-term provisions of the consolidated financial statements for the interim accounting period ending on September 30, 2024.
The total amount related to the lawsuits filed against the Group is TRY 576,426 as of September 30, 2024 (December 31, 2023: TRY 1,2 million).
No administrative or legal sanctions were imposed within the reporting period on the Company and members of the governing body due to practices in violation of applicable legislation.
G.10. Information and remarks on whether the targets set in the previous periods have been achieved, whether the General Assembly resolutions have been fulfilled, reasons for failure, if any, to meet the targets or fulfill the resolutions:
The Company has fulfilled all General Assembly resolutions during the 01.01.2024 - 30.09.2024 interim accounting period.
No extraordinary general assembly meetings were held during the 01.01.2024 - 30.09.2024 interim accounting period.
The donations and aids extended by the Company within the interim accounting period of 01.01.2024 - 30.09.2024 amounted to TRY 5,265,087 (01.01.2023- 30.09.2023: TRY 11,387,869).
G.13. If the Company is a subsidiary of a group, legal transactions made with the parent company, a subsidiary of the parent company, for the interests of the parent company or a subsidiary of the parent company under the direction of the parent company, and all other measures implemented or avoided from implementation for the interests of the parent company or one of its subsidiaries during the previous fiscal year:
Galata Wind has not engaged in any legal transactions with a subsidiary of its parent company, under the direction of the parent company, for the interests of the parent company or one of its subsidiaries, has not implemented any measures or avoided implementation or offset transactions for the interests of the parent company or one of its subsidiaries during the previous fiscal year.
G.14. If the Company is a subsidiary of a group, as per the circumstances and conditions known to them at the time of the above mentioned legal action taken or the measure implemented or avoided, whether a proper counter action is executed in the case of each legal action and whether the measure implemented or avoided has caused damage to the company, and if the company has indeed suffered a loss, whether it has been offset:
Since Galata Wind does not have any transactions of the nature specified in Article G.14 of this report, no loss needed to be offset.
The Ordinary General Assembly Meeting, at which the company's activities and annual financial statements for 2023 were discussed, was held at the company's registered office on April 18, 2024. A total of 391,499,040,054 shares were represented at the Annual General Meeting on April 18, 2024, of which 391,479,407,395 shares were represented by proxy and 19,632,659 shares were represented in person. In summary, the following resolutions have been passed and the full resolutions are available on our corporate website www.galatawindenerji.com.
• The annual report and the financial statements of the Board of Directors were accepted.
A Share Purchase and Sale Agreement ("Agreement") dated 14.08.2024 was signed between Galata Wind Energy Global B.V., the foreign subsidiary of our Company, and Emirhan Nacar ("Seller"), the sole shareholder of Nova Grup Enerji Yatırımları A.S. ("Nova") and Avrupa Grup Enerji Yatırımları A.S. ("Avrupa"), for the acquisition of all registered shares representing 100,00% of the capital of Nova and Avrupa by Galata Wind Energy Global.
In the Agreement, the realization of the share transfer is subject to the completion of the closing conditions, including obtaining the necessary permits and approvals, as of the closing date, and it was seen that the closing conditions were completed as of the signature date, and the signature of the agreement and the closing transactions were realized simultaneously.
Nova and Avrupa have pre-licenses granted by the Energy Market Regulatory Authority for a solar power plant with storage in Ankara province with a total installed capacity of 60 MWm / 60 MWe. These projects will make a significant contribution to our Company's goal of reaching 1000 MW installed capacity by 2030, and the estimated start date of the projects is expected to be after 2026.
Developments on the issue will be shared with the public.
| Donation and Aid Amount | Amount (TRY) |
|---|---|
| Nilüfer Belediyespor Club Association | 3,789,924 |
| Student Scholarship | 873,783 |
| İTÜ Alumni Education Foundation | 294,944 |
| Çorum Village School Construction | 105,624 |
| Yellow Navy Blue Association | 100,000 |
| İzmir Cave Research Association | 72,078 |
| METU Development Foundation | 21,253 |
| Turkish Education Foundation | 6,375 |
| Association for Supporting Contemporary Life |
1,107 |
| TOTAL | 5,265,087 |
In the third quarter of 2024 Galata Wind's consolidated total assets decreased by 1% compared to the year-end and amounted to TRY 12,329.35 million. The company's consolidated short-term liabilities amounted to TRY 366.78 million (31.12.2023: TRY 530.62 million), while long-term liabilities stood at TRY 2,302.18 million (31.12.2023: TRY 2,358.78 million). Included in the long-term liabilities is a deferred tax liability of TRY 1.63 billion (December 31, 2023: TRY 1.46 billion). Despite an increase in the EUR/TRY exchange rate, the Turkish Lira equivalent of foreign currency loans within long-term liabilities decreased by 28% to TRY 605.4 million due to principal repayments. Short-term liabilities fell by 31% to TRY 366.78 million as of September 30, 2024, primarily due to withdrawal of expense accruals for the amount finalized but not yet invoiced recorded under other short term provisions as of December 31, 2023.
Galata Wind's consolidated revenues for the third quarter of 2024 decreased by 13% compared to the same period last year, amounting to TRY 1,682 million. Although our total production increased by 10%, revenue was impacted by a 2% decrease in the Market Clearing Price (PTF) and an indexation rate of 49%, resulting in a 13% decline compared to the previous year. Additionally, in September 2023, carbon credit sales generated revenue of TRY 61.8 million, while no carbon credit sales occurred in September 2024 due to unfavorable market conditions.
The cost of sales in the third quarter of 2024 rose by 1% year-on-year, reaching TRY 768.91 million. The primary factor behind this increase in cost was the depreciation expense, amounting to TRY 438.25 million, due to the commissioning of Phase 1 of the Taşpınar Hybrid plant in the second quarter of 2024 (September 30, 2023: TRY 389.45 million). In line with the 13% decline in sales revenue, gross profit dropped by 23% compared to the same period last year, totaling TRY 913.22 million. Consolidated EBITDA decreased by 19% to TRY 1,215.70 million (09/2023: TRY 1,499.31 million).
The primary driver for the increase in our financial income, which rose by TRY 716.88 million, was a gain of TRY 484.9 million in monetary position compared to the previous year (September 30, 2024: TRY 234.1 million; September 30, 2023: TRY -250.8 million). This gain resulted from a decrease in monetary assets by the end of 2024, primarily
due to investments made in the last quarter of 2023, which led to a positive monetary gain by the end of September 2024.
Galata Wind's pre-tax profit for the third quarter of 2024 was TRY 925.86 million (September 30, 2023: TRY 1,004.86 million). With total current and deferred tax expenses for 2024 being TRY 225 million lower than the same period last year, net profit for the period increased by 32%, amounting to TRY 605.5 million.
The equity as of 30.09.2024 amounted to TRY 9,660.39 million 1789% above our issued capital of TRY 540 million. This ratio is an indicator of our strong equity structure.
The Group's cash position and financial debts are continuously monitored in terms of financial risk management aspects such as maturity structure, interest risks and foreign exchange risks. Accordingly, no measures or actions are currently needed to improve the current financial structure.
Galata Wind's profit distribution policy is available on the corporate website (www.galatawindenerji.com). The Board of Directors has evaluated profit distribution by considering whether a distributable term profit had occurred in the independently audited financial statements for the accounting period of 01.01.2023 - 31.12.2023 and presented its recommendations to the General Assembly.
In consideration of the provisions of the Turkish Commercial Code ("TCC"), Capital Markets Law and Capital Markets Board ("CMB") regulations, corporate income tax, income tax and other relevant laws, relevant provisions of our company's Articles of Association and "Dividend Distribution Policy", we have informed the public;
The summary consolidated financial statement and profit or loss statement of Galata Wind for the first nine months of 2024 are provided below.
| Condensed Financial Status (TRY million) |
30 Sep 2024 | 31 December 2023 | Change |
|---|---|---|---|
| Total Assets | 12,329.35 | 12,444.18 | -1% |
| Current Assets | 305.97 | 443.47 | -31% |
| Cash & Cash Equivalents | 105.73 | 89.67 | 18% |
| Financial Investments | 0.00 | 119.95 | -100% |
| Non-Current Assets | 12,023.38 | 12,000.71 | 0% |
| Property, Plant and Equipment | 7,770.09 | 6,991.30 | 11% |
| Intangible Assets | 3,603.12 | 3,603.83 | 0% |
| Total Liabilities | 2,668.96 | 2,889.40 | -8% |
| Current Liabilities | 366.78 | 530.62 | -31% |
| Non-Current Liabilities | 2,302.18 | 2,358.78 | -2% |
| Bank Borrowings | 732.18 | 1,003.38 | -27% |
| Equity | 9,660.39 | 9,554.78 | 1% |
| Net Debt | 2,563.23 | 2,799.73 | |
| Net Financial Debt | 626.45 | 913.70 | |
| Investment amount (Capex) | -1,138.93 | -940.55 |
| Condensed Income Statement (TRY million) |
30 Sep 2024 | 30 Sep 2023 | Y-o-Y Change |
|---|---|---|---|
| Revenue | 1,682.14 | 1,941.46 | -13% |
| Gross Profit | 913.22 | 1,182.55 | -23% |
| Operating Profit/Loss (-) | -135.77 | -72.69 | -87% |
| General Administrative Expenses (-) | -108.68 | -52.10 | -109% |
| Marketing Expenses (-) | -27.10 | -20.59 | -32% |
| Other Operating Income/(Expense), net | 67.85 | 531.32 | -87% |
| Operating Profit Before Finance Expense | 845.30 | 1,641.18 | -48% |
| EBITDA* | 1,215.70 | 1,499.31 | -19% |
| Finance Income/(Expense), net | 80.56 | -636.32 | 113% |
| Net Profit | 605.48 | 459.45 | 32% |
| Earning/(Loss) Per Share | 1.1213 | 0.8508 |
* EBITDA is calculated as the sum of gross profit-operating expenses + depreciation and amortization. The depreciation of assets with the right of use shown in the financial statement within the scope of TFRS 16 is also included in the depreciation.
At the Ordinary General Meeting on April 18, 2024, it was decided to distribute a total net "cash" dividend of gross 437 million Turkish Lira, which corresponds to 80.93% of the issued capital. The cash dividend rights have been exercised on August 29, 2024.
Galata Wind Enerji A.Ş. Company shares have started to be traded on Borsa İstanbul A.Ş. as of April 22, 2021.
I
Since April 22, 2021, when the stocks started to trade on Borsa Istanbul with the ticker "GWIND," the Company has been subject to the regulations of the Capital Markets Board. In accordance with Corporate Governance Communiqué no. II-17.1 promulgated by the Capital Markets Board and published in the Official Gazette no. 28871 on 03.01.2014, the Company has strived to adopt the principles of equality, transparency, accountability and responsibility. Article no. 24 under the "Corporate Governance Principles" in the Articles of Association stipulates that the Company and its bodies will follow the principles mandated by the Capital Markets Board. The activities and Board resolutions that do not align with the mandatory principles will be deemed void and in violation of the Articles of Association. The Capital
Markets Board's corporate governance regulations will be followed during the implementation of the Corporate Governance Principles and in related party transactions of material significance for the Company's activities.
According to the CMB's Board of Directors resolution no. 2/51 dated 12.01.2023, Galata Wind is included among the BIST First Group Companies in the 2023 accounting period. The company was evaluated by Kobirate Uluslararası Kredi Derecelendirme ve Kurumsal Yönetim Hizmetleri A.Ş. using the methodology for "BIST First Group Companies" based on 456 criteria. The Communiqué "(II-17.1.a)" Amending the "Corporate Governance Communiqué (II-17.1)" and the Corporate Governance Communiqué No. II-17.1, both published by the Capital Markets Board, the regulations regarding the non-mandatory sustainability principles compliance framework, and
Galata Wind defines the measurement of operational, environmental, information technology, legal, compliance, and financial risks within the framework of its risk management policies and ensures that they are measured. The relevant executives monitor and manage these risks in light of available data and recommendations.
More information on the Early Risk Detection Committee, formed according to Article 378 of the Turkish Commercial Code, the CMB's Corporate Governance Communiqué (II-17.1), and Board of Directors resolution dated 13.05.2024, to serve until the Ordinary General Assembly Meeting where the accounting and operating results of 2023 would be reviewed is provided in Article B.5.
The Early Risk Detection Committee has convened four times in the 01.01.2024 - 30.09.2024 interim accounting period.
the Board of Directors' resolution no.4/105 passed at the CMB's board meeting on 01.02.2013, were taken into consideration in the methodology and during the rating process.
Following the evaluations under the main headings of Shareholders, Public Disclosure and Transparency, Stakeholders and the Board of Directors, Corporate Governance Rating of Galata Wind Enerji A.Ş. was upgraded to 9.52. This score shows that the risks that the Company may be exposed to have been determined to a large extent, that the Company observes the rights of the shareholders and stakeholders, public disclosure and transparency activities are at a good level, and the structure and procedures of the Board of Directors are in compliance with the principles. Accordingly, Galata Wind has achieved significant compliance with the Corporate Governance Principles published by the Capital Markets Board.
J.2.Sustainability
Sustainability Principles Compliance
Statement At Galata Wind, we work to reduce Turkey's dependence on imported energy by generating 100% renewable and environmentally friendly electricity. Galata Wind has adopted the principles of equality, transparency, accountability and responsibility as part of its sustainability program and disclosed the data for the year 2023 on the Public Disclosure Platform and in the Annual Report in accordance with Sustainability Principles Compliance Framework specified in the amendment to the Corporate Governance Communiqué No. II -17.1 published on October 2, 2020. The non-mandatory environmental, social and corporate governance disclosures that should be reported on a "comply or explain" basis are included in the outline and in the notes (Annex 4) to the report. Following the developments in 2022, our company
was included in the BIST Sustainability
Index from the first quarter of 2023 and published its first sustainability report in international standards. Galata Wind 2023 Sustainability Report is the second sustainability report of our company and includes our performance between January 1, 2023 and December 31, 2023.
We regard sustainability, which lies at the heart of our business since our founding, as a source of inspiration for living up to our responsibility to the planet, society and all our stakeholders. Together with our dedicated employees, we are resolutely moving forward on this path, which we have embarked upon with the desire to lead the sustainable future of our country.
At Galata Wind, we are working to reduce Turkey's dependence on imported energy, leave a cleaner world for future generations, and rank among the key strategic players in sustainable development by generating environmentally friendly electricity from 100% renewable energy sources such as solar and wind. We are committed to creating sustainable value and investing only in renewable and clean energy.
However, we recognize that sustainability is more than just protecting the ecological environment and reducing the negative impact of climate change through decarbonization measures. Therefore, we
review our approach to sustainability in line with what all our key stakeholders expect of us in terms of social, environmental and economic issues.
Accordingly, we have defined our sustainability strategy, key stakeholders and materiality areas for 2022, and developed our sustainability management model to achieve performance comparable to international standards. Our sustainability management model and strategy, which we consider a part of our corporate risk management, have also been approved by the Board of Directors and the Sustainability Committee, which reports directly to the Board of Directors.
In addition to the social, environmental and economic expectations of key stakeholders identified by using the methodology proposed by AA1000SES (AccountAbility Stakeholder Engagement Standard), the risk perspective and indicators from various sources such as industry priorities, UN Sustainable Development Goals and the World Economic Forum Risk Report were also considered. In the first materiality analysis workshop, Galata Wind also evaluated the direct impact of climate change on its activities and the impact of our company's activities on climate in line with the dual materiality principle, and disclosed its findings within the sustainability report. Galata Wind's sustainability perspective is built on the pillars below:
compliance. Therefore, Galata Wind prioritizes the integrated management system in all its operating processes. The company holds ISO 9001, 14001, 45001, 10002, 50001 and 27001 certifications for its headquarters and power plants.
Galata Wind takes the United Nations Sustainable Development Goals as the basis for its sustainability approach. In line with the company's material areas, the UN Sustainable Development Goals table is published on the corporate website. Galata Wind is also a signatory of the United Nations Global Compact (UNGC).
Galata Wind published its second Sustainability Report in September 2024. The sustainability or ESG (Environmental, Social, and Governance) information has been compiled in compliance with Turkish Sustainability Reporting Standards in accordance with the laws of the Republic of Turkey. In addition, to maintain consistency with its previously published 2022 sustainability performance under the GRI Standards 2021, and as this remains the most widely used reporting standard worldwide, Galata Wind
Galata Wind, the first company to be offered as a green IPO, with a total portfolio consisting exclusively of wind and solar energy, is pursuing a strategy of being a leader in sustainability and setting a benchmark for the energy sector.
Recognizing the need to consider ESG issues as part of risk management and to organize the entire business model to meet international sustainability expectations, all policies and procedures are reviewed in line with the activities initiated in 2022. All administrative and operational policies and procedures from supply chain management and human resources management to quality processes and stakeholder engagement platforms have been reorganized and updated in 2023, and will be updated in 2024.
Due to the nature of the sector in which the company operates, there is a high level of regulatory continues to utilize the GRI Standards 2021 framework for its 2023 data. Furthermore, in line with the 2023 report, Galata Wind published its first index to align with the CSRD (Corporate Sustainability Reporting Directive) requirements. The company closely follows all draft regulations of the European Commission and has included a risk and opportunity assessment in its sustainability report accordingly.
In 2023, Scope 1+2 emissions amounted to 1,125.7 tons, while environmental investment reached TRY 1,316,011,560. Community investment totaled TRY 14,461,357, and the 2023 digitalization budget stood at TRY 6,258,416. By improving energy efficiency, we are reducing the energy required for production, lowering overall energy consumption, and thereby decreasing associated emissions. We aim for a 10% improvement in energy efficiency by 2025. To support biodiversity and natural balance, we are committed to preserving local ecosystems, with a target of USD
200,000 in support by 2025. By 2025, two habitat restoration projects will be completed. Our efforts to reduce emissions contribute to mitigating our impact on global warming and support both national and international climate targets, with a goal to decrease our carbon footprint by 15% by 2030.
In the 2023 Sustainability Report, Galata Wind also communicated its decarbonization strategy to stakeholders. This strategy goes beyond reducing direct and indirect emissions, aiming to lead the transition to a low-carbon economy through operational practices, stakeholder engagement, and a long-term vision.
At Galata Wind, sustainable supply chain management is an integral part of our mission to advance the renewable energy sector in harmony with our supply chain, while upholding the highest environmental, social, and governance (ESG) standards. As a company committed to sustainability, we recognize
that our infl uence extends beyond our own activities, encompassing the practices of our suppliers and partners. Accordingly, we are advancing a comprehensive sustainable supply chain management strategy that emphasizes ethical sourcing, risk management, continuous improvement, and collaboration with our suppliers.
To elevate our employee development initiatives to international standards, Galata Wind has implemented a training management procedure. In 2023, a total of 2,777 training hours were provided. A survey was also conducted to assess employees' perspectives and expectations on equality, inclusivity, and antidiscrimination. Building on the 674 hours of volunteer work recorded by our Volunteer Platform in 2022, we achieved a 115.72% increase in 2023, reaching 1,454 volunteer hours. This program not only enhances
employees' awareness of social issues but also strengthens their connection to the company's sustainability goals. Our target for volunteer hours in 2024 is set at 1,500, with plans to reach a wider audience through our Energy Ambassadors, fostering greater awareness.
In compliance with the Ministry of Energy's protocol, Galata Wind supported a wildlife sustainability initiative by sponsoring a documentary on the subject. As part of our commitment to improving the environmental conditions of the regions where we operate, Galata Wind conducts periodic bird monitoring and ornithology activities in accordance with IFC's Environmental and Social Performance Standards at our Mersin and Taşpınar WPPs, which are located near migratory bird routes. We report our findings to relevant institutions.
With a vision for equal opportunity in education, Galata Wind has restored physical learning environments to support sustainable education for children from surrounding villages, including Tatar Village in Çorum, where our SPP is located. In collaboration with the Ministry of National Education, Çorum Tatar Elementary School reopened for the 2023-2024 academic year, marking the return of schooling after several years. A total of 40 elementary students from nearby villages have started attending school with transportation provided. Galata Wind's Volunteer Platform actively supported the school's renovation and repair process. Furthermore, through our partnership with Dost Association, Galata Wind continues to support the rehabilitation center where animals in need of care receive treatment. In 2023, the center has provided care for 65 dogs with cancer, rehabilitated six dogs rescued from earthquake rubble, treated seven dogs with fractures, and supported two dogs with neurological conditions.
In February 2024, with the participation of our Human Resources Manager, we conducted on-site sustainability training for 38 employees across our facilities in Balıkesir, Bursa, and Mersin. In addition to Galata Wind employees, subcontractor and supplier employees from the respective regions also attended the training. Delivered by our sustainability consultant, the training covered fundamental concepts of sustainability, business ethics, and awareness of environmental and climate change issues. Employees of our service providers also participated in the sessions.
The company's policies are provided on the corporate website in the Policies tab of the Corporate Governance section as well as in the Sustainability tab: https://www.galatawindenerji.com/en/corporategovernance/policies https://www.galatawindenerji.com/en/sustainability
As one of Turkey's young and dynamic green energy companies, Galata Wind Enerji A.Ş. is committed to building corporate and operational resilience in the face of climate change. Our approach to climate adaptation is strategic, proactive and based on a deep understanding of the environmental risks and opportunities affecting our operations by all managers and employees of the Company. Our commitment to climate resilience is not only about reducing the
impacts of climate change on our business, but also about our role in the renewable energy sector to positively contribute to global climate goals.
Our climate adaptation strategy is evaluated under five main headings:
According to the analysis conducted by Sustainalytics in June 2022, Galata Wind's Environmental, Social and Governance (ESG) Risk Rating is 19.9. This assessment refl ects that the company applies ESG governance best practices, has board-level oversight of ESG issues and has a "low" risk of being materially impacted by ESG factors. In July 2023, the company's risk rating was updated to 14.9. Based on the ESG risk rating, Galata Wind is ranked 39th out of 699 companies in the Utilities sector.
Based on 2023 data, the company score by LSEG (Refinitiv) was 80.48; Galata Wind ranked 15th out of 320 companies in the Utilities sector.
As a result of the ESG assessment conducted by S&P Global in July 2023, the company scored 67 points and proved to be adequately prepared for short and medium-term disruptions that may occur in the electricity sector. The assessment also showed that the company's 2025 targets are achievable and will have a significant impact on reducing the share of fossil fuels in Turkey's energy supply.
The Group companies do not have any shares in the capital of the parent company.
The consolidated financial statements of the Group have been prepared in accordance with the Communiqué Series II, No. 14.1 "Communiqué on the Principles of Financial Reporting in Capital Markets" ("the Communiqué") of the Capital Markets Board ("CMB"), published in the Official Gazette on June 13, 2013 under number 28676, and in accordance with the resolution of the CMB dated June 28, 2013. The consolidated financial statements have been prepared in accordance with the provisions of Communiqué no. 14.1 "Communiqué on the Principles of Financial Reporting in Capital Markets" ("the Communiqué") and the CMB's resolution of December 28, 2023 on the application of inflation accounting. The consolidated financial statements have been prepared in accordance with the formats specified in the "Announcement on the TFRS Taxonomy" published by the POA on October 4, 2022 and in the examples of financial statements and user manual published by the CMB.
The interim report and the compliance report of the Company are prepared in accordance with the provisions of the Turkish Commercial Code. Members of the Board of Directors did not have any requests as per Article 199/4 of the TCC.
Legal entities, including the direct or indirect affiliates of Galata Wind, "partnerships subject to joint management," natural person and legal entity shareholders with sole or joint management control, their close family members (up to the second degree), and legal entities directly or indirectly controlled by them, either individually or jointly and/or legal entities wherein they have significant influence and/or are employed in key executive positions, the Company's subsidiaries and their Board members, key executives, and their close family members (up to
the second degree) and legal entities who are directly or indirectly controlled by them, individually or jointly, are considered related parties.
Transactions with related parties are provided under Note 18 - Related Party Disclosures of the consolidated financial statements for the interim accounting period ending on September 30, 2024.
K.5. Information on shareholders with management control, Board members, senior executives, and their spouses and blood relatives up to the second degree being involved in materially significant transactions that may cause a conflict of interest with the Company or its subsidiaries and/or performing a business transaction in the same type of commercial activities as the Company or its subsidiaries either on their own behalf or on behalf of someone else or joining another company engaged in the same type of commercial activities as a partner with unlimited responsibility:
Shareholders with management control, Board members, senior executives and their spouses and blood relatives up to the second degree have not been involved in any materially significant transactions that may cause a conflict of interest with the Company or its subsidiaries. They have not performed a business transaction in the same type of commercial activities as the Company or its subsidiaries on their own behalf or on behalf of someone else nor joined another company engaged in same type of commercial activities as a partner with unlimited responsibilities.
K.6. If the ratio of the Company's shares in the capital of a direct or indirect subsidiary, in which we hold five, ten, twenty, twenty-five, thirty-three, fifty, sixty-seven or one hundred percent of the shares, fell below or exceeded the specified ratios, the nature of and reasons for such an occurrence:
None.
The Company is included in the following indices: BIST BALIKESIR / BIST SERVICES / BIST ALL SHARES-100 / BIST ELECTIRICTY / BIST STARS / BIST DIVIDEND / BIST SUSTAINABILITY / BIST ALL SHARES / BIST 500 / BIST CORPORATE GOVERNANCE
Galata Wind has been traded on BIST STAR since April 22, 2021.
L
GALATA WIND ENERJİ A.Ş. BOARD OF DIRECTORS' RESOLUTION ON APPROVAL OF FINANCIAL STATEMENTS AND INTERIM REPORT
RESOLUTION DATE: 04.11.2024 RESOLUTION NO: 2024/26
We have reviewed and examined;
financial statements and footnotes for the accounting period 01.01.2024 - 30.09.2024, and which has not been
within the framework of the information we have in our field of duty and responsibility;
the facts on any material matter or any material omission that may be construed as misleading as of the date of
Standards, give a true and fair view of the Company's assets, liabilities, profit and loss and financial position, and
has been identified.
(signature on original)
Ozan KORMAZ Audit Committee - Member (signature on original)
Zeki Onur AYTEKİN Assistant General Manager - CFO (signature on original)
MEETING DATE: 04.11.2024 RESOLUTION NO: 2024/26
The Board of Directors has convened at the Company's Headquarters with the attendance of the undersigned members to resolve on the issues on the agenda.
Agenda: Approval of the Company's consolidated condensed statement of financial position, income statement, statement of comprehensive income, statement of cash flows and statement of changes in equity for the interim period between 01.01.2024-30.09.2024 ("Consolidated Condensed Financial Statements").
As a result of the deliberations; the Board of Directors has unanimously resolved to approve:
| CHAIRMAN | |
|---|---|
| ÇAĞLAR GÖĞÜŞ |
VICE CHAIRMAN BORA YALINAY
MEMBER
NESLİHAN SADIKOĞLU
MEMBER BURAK KUYAN
INDEPENDENT MEMBER OZAN KORKMAZ
INDEPENDENT MEMBER HÜSEYİN FAİK AÇIKALIN
| COMPLIANCE STATUS | REPORT INFORMATION | ||||||
|---|---|---|---|---|---|---|---|
| Yes | No | Partial | Not Appli cable |
EXPLANATION | ON PUBLICLY DISCLOSED INFORMATION |
||
| A. GENERAL PRINCIPLES | |||||||
| A1. Strategy, Policy and Objectives |
|||||||
| A1.1 Material environmental, social and corporate governance (ESG) issues, risks and opportunities have been identified by the board of directors. |
l | Galata Wind carried out its first sustainability priority study in 2022 inaccordance with the AA1000SES Standard. The priorities approved by the Board of Directors are published on the website. There is also a risk and opportunity study based on sustainable development goals. Our sustainability policies are available on our website. |
Risk Management, 25-30 What to Focus, 32-34 The Content of the Report and Material Issues Focus Topics, 13 Galata Wind Material Matrix, 14 |
||||
| ESG policies (e.g. Environmental Policy, Energy Policy, Human Rights and Employee Policy, etc.) have been established and disclosed to the public by the board of directors of the Incorporation. |
l | Our sustainability policies are available on our website. |
Policies Stakeholder Engagement Platforms, 16-18 Corporate Governance, 36-43 Our policies, 45 |
||||
| A1.2 Short and long term targets determined within the scope of ESG policies are disclosed to the public. |
l | Galata Wind Enerji A.Ş. published its Sustainability Report in September 2024, in which its 2023 non-financial performances were disclosed in line with its focus areas. Within the scope of the report, UN SDG-based targets were disclosed to the public. |
Targets that align with the UN Sustainable Development Goals (UN SDG), 10 |
||||
| A2. Implementation / Monitoring |
|||||||
| A2.1 | The committees and/or units responsible for the execution of ESG policies and the highest level responsible persons in the partnership related to ESG issues and their duties are identified and disclosed to the public. |
l | Established in 2022, the Sustainability Committee, which reports directly to the Board of Directors, monitors and supervises the handling and management of sustainability-related issues at the highest decision-making level of the Company. |
Corporate Governance, 36-43 Sustainability management, 43-45 |
|||
| Activities carried out by the responsible committee and/or unit within the scope of the policies are reported to the board of directors at least once a year. |
l | The Sustainability Committee was established in 2022 and held its first meeting in December 2022. According to the Committee Duties and Responsibilities document, the Committee convenes 4 times a year and reports the meeting results to the Board of Directors. In 2023, the relevant committee convened once. |
Corporate Governance, 36-43 Sustainability management, 43-45 |
| B. ENVIRONMENTAL PRINCIPLES |
||||||
|---|---|---|---|---|---|---|
| B1 | The Company has publicly disclosed its policies and practices, action plans, environmental management systems (known by the ISO 14001 standard) and programmes in the field of environmental management. |
l | Galata Wind has ISO 14001 Environmental Management System certificate. Detailed information is available on the website. Comprehensive performance is disclosed in the 2023 Sustainability Report. |
Environmental and Energy Management System, 55 Risk Management and Compliance Performance, 100 |
||
| B2 | Restrictions on the scope of the report, reporting period, reporting date, reporting date, reporting conditions regarding the environmental reports prepared for the provision of information on environmental management are disclosed to the public. |
l | Within the scope of the sustainability report for 2023, Galata Wind publishes all environmental data including three retrospective years. |
Environment and Climate Change Performance, 78-82 |
||
| B4 | Environmental targets included in the rewarding criteria within the scope of performance incentive systems on the basis of stakeholders (such as board members, managers and employees) are disclosed to the public. |
l | It has not yet been announced. | Climate Change and the Environment, 47-57 Environment and Climate Change Performance, 78-82 |
||
| B5 | It is publicly disclosed how prioritised environmental issues are integrated into business objectives and strategies. |
l | Within the scope of the sustainability report for the year 2023, Galata Wind publishes all environmental data including three retrospective years. In addition, all environmental strategies, climate change policy and targets can also be accessed within the scope of the report. |
Climate Change and the Environment, 47-57 Environment and Climate Change Performance, 78-82 Supply Chain Management, 74-77 Sustainable Supply Chain Management Performance, 95-96 / Customers, 97 |
||
| B7 | It is publicly disclosed how environmental issues are managed and integrated into business objectives and strategies, including suppliers and customers along the partnership value chain, including the operational process. |
l | Within the scope of the sustainability report for the year 2023, Galata Wind publishes all environmental data including three retrospective years. In addition, all environmental strategies, climate change policy and targets can also be accessed within the scope of the report. |
Stakeholder Engagement Platforms, 16-18 Stakeholder Engagement Strategy, 15 Climate Change and the Environment, 47-57 Memberships and Collaborations |
||
| B8 | It is disclosed to the public whether the relevant institutions and non-governmental organisations are involved in the policy-making processes and the cooperation with these institutions and organisations. |
l | Within the scope of the sustainability report for the year 2023, Galata Wind publishes all environmental data including three retrospective years. In addition, all environmental strategies, climate change policy and targets can also be accessed within the scope of the report. |
Environment and Climate Change Performance, 78-82 |
||
| B9 | In the light of environmental indicators (Greenhouse gas emissions (Scope-1 (Direct), Scope-2 (Energy indirect), Scope-3 (Other indirect), air quality, energy management, water and wastewater management, waste management, biodiversity impacts), information on environmental impacts is disclosed to the public in a periodically comparable manner. |
l | Within the scope of the sustainability report for the year 2023, Galata Wind publishes all environmental data including three retrospective years. In addition, all environmental strategies, climate change policy and targets can also be accessed within the scope of the report. |
| A2.2 | Implementation and action plans have been established and disclosed to the public in line with ESG objectives. |
l | These 17 goals, which are called Sustainable Development Goals (SDGs) by the UN, were taken into consideration like other standards and codes while preparing Galata Wind's sustainability strategy, determining priority focus areas, and evaluated together with our goals in accordance with our priorities. Galata Wind Enerji A.Ş. signed the UN Global Compact in 2022. |
UN Sustainable Development Goals Sphere of Influence Table Galata Wind Material Matrix, 14 Sustainability Management, 43-45 |
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|---|---|---|---|---|---|---|
| A2.3 | ESG Key Performance Indicators (KPIs) and the level of achievement of these indicators on an annual basis are disclosed to the public. |
l | Within the scope of the second sustainability report, Galata Wind has tried to explain its entire sustainability performance based on the last three years in line with the availability of data. |
Key Performance Indicators, 78-105 |
||
| A2.4 | Activities to improve the sustainability performance of business processes or products and services are disclosed to the public. |
l | Galata Wind Enerji A.Ş. 2023 Sustainability Report includes the sustainability performances of the company between 1 January 2023 and 31 December 2023. |
About the Report, 12-13 | ||
| A3. Reporting | ||||||
| A3.1 | Information on the Company's sustainability performance, targets and actions is provided in the annual reports in an understandable, accurate and sufficient manner. |
l | Galata Wind Enerji A.Ş. delivers its report on sustainability performances for the year 2023 to its stakeholders via its website in September 2024, independently of its annual report. However, the annual report and the website also contain information that can be accessed by the relevant stakeholders. |
Annual Report, 79-82 Targets that align with the UN Sustainable Development Goals (UN SDG), 10 |
||
| A3.2 | The Incorporation has publicly disclosed information on which of the United Nations (UN) 2030 Sustainable Development Goals its activities are related to. |
l | We share our contribution to the UN Sustainable Development Goals in detail through every channel accessible to our stakeholders. |
UN Sustainable Development Goals Sphere of Influence Table Annual Report, 79-82 Targets that align with the UN Sustainable Development Goals (UN SDG), 10 |
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| A3.3 | Lawsuits filed against and/or finalised on ESG issues, which are important in terms of ESG policies and/or will significantly affect the activities, are disclosed to the public. |
l | This information is disclosed in the GRI Index attached to our sustainability report. |
Index, 114-154 | ||
| A4. Verification | ||||||
| A4.1 | ESG Key Performance Measures of the Incorporation have been verified by an independent third party and disclosed to public. |
l | Galata Wind 2023 Sustainability Report received independent verification. |
Independet Assurance Statement, 163 |
| Actions have been taken to reduce the greenhouse gas emissions of third parties (e.g. suppliers, subcontractors, dealers, etc.) and these actions have been disclosed to the public. Environmental benefits/gains and cost savings provided by initiatives and projects to reduce environmental impacts are disclosed to the public. Energy consumption (natural gas, diesel, petrol, LPG, coal, electricity, heating, cooling, etc.) data are disclosed to the public as Scope-1 and Scope-2. |
l l |
l | |
|---|---|---|---|
| Public disclosure was made about the electricity, heat, steam and cooling produced in the reporting year. |
l | ||
| Studies on increasing the use of renewable energy and transition to zero or low carbon electricity have been carried out and disclosed to the public. |
l | ||
| Renewable energy production and utilisation data are publicly disclosed. |
l | ||
| Energy efficiency projects were carried out and the amount of energy consumption and emission reduction achieved through energy efficiency projects was disclosed to the public. |
l | ||
| Water consumption, the amount of water withdrawn from underground or above |
l | ||
| ground, if any, recycled and discharged, sources and procedures are publicly disclosed. |
| All of the Company's employee and work environment policies apply to Galata Wind's product and service suppliers and business partners, who are among its key stakeholders. Business relationships with third parties managed with a responsible supply chain management perspective are evaluated in accordance with the sustainability vision. |
Supply Chain Management, 73-77 Sustainable Supply Chain Management Performance, 95-96 |
|---|---|
| Galata Wind, which is fully engaged in renewable energy generation, prevents approximately 411 thousand tonnes of carbon emissions annually with its production with renewable energy sources. Details on the subject are included in the Company's Annual Report. |
Business Model, 50-52 |
| Our power plants are equipped with advanced energy monitoring systems that enable us to closely monitor and manage energy consumption. Real-time data analysis helps us identify anomalies, implement corrective actions in a timely manner and optimise energy use. Our company has ISO 50001: 2018 Energy Management System certification. |
Environment and Climate Change Performance, 78-82 |
| Galata Wind operates exclusively in the electricity generation sector from renewable energy sources. |
Environment and Climate Change Performance, 78-82 |
| Galata Wind operates exclusively in the electricity generation sector from renewable energy sources. |
Operational Data, 23 Financial Performance, 24 Business Model and Value Chain, 30-31 Climate Change and the Environment, 47-57 |
| Galata Wind operates exclusively in the electricity generation sector from renewable energy sources. |
Environment and Climate Change Performance, 78-82 |
| Galata Wind operates exclusively in the electricity generation sector from renewable energy sources. |
Operational Data, 23 Financial Performance, 24 Business Model and Value Chain, 30-31 Climate Change and the Environment, 47-57 Environment and Climate Change Performance, 78-82 |
| As a renewable energy company, Galata Wind recognises the importance of sustainable water management to minimise its environmental impact and ensure the responsible use of water resources. Galata Wind's water management strategy focuses on the economical and efficient use of water at every stage of our operations. |
Sustainability Performance and Material Issues, 33 Environment and Climate Change Performance, 78-82 |
| B10 | Details of the standard, protocol, methodology and base year used to collect and calculate the data are publicly disclosed. |
l | Galata Wind Enerji A.Ş. has published the data published within the scope of the 2023 Sustainability Report with footnotes or necessary explanations in accordance with international standards. In calculations related to carbon emissions, the GHG methodology has been adhered to, and the data within the scope of the SASB Index have been calculated using the methods required by the standard and explained in footnotes. |
About the Report, 12-13 | |
|---|---|---|---|---|---|
| B11 | The increase or decrease of environmental indicators for the reporting year in comparison with previous years is disclosed to the public. |
l | Within the scope of the sustainability report for the year 2023, Galata Wind publishes all environmental data including three retrospective years. In addition, all environmental strategies, climate change policy and targets can also be accessed within the scope of the report. |
Environment and Climate Change Performance, 78-82 |
|
| B12 | Short and long term targets have been set to minimise environmental impacts, and these targets and progress against the targets set in previous years have been disclosed to the public. |
l | Within the scope of the sustainability report for the year 2023, Galata Wind publishes all environmental data including three retrospective years. In addition, all environmental strategies, climate change policy and targets can also be accessed within the scope of the report. |
Annual Report, 79-82 | |
| B13 | A strategy for combating the climate crisis was established and planned actions were publicised. |
l | Within the scope of the sustainability report for the year 2023, Galata Wind publishes all environmental data including three retrospective years. In addition, all environmental strategies, climate change policy and targets can also be accessed within the scope of the report. |
Climate Change and the Environment, 47-57 Environment and Climate Change Performance, 78-82 |
|
| B14 | Programmes or procedures have been established and disclosed to the public in order to prevent or minimise the potential negative impact of products and/or services on the environment. |
l | Our company pays particular attention to the fact that the projects to which it directs its investments also benefit the people of the region and promote economic and social development, and considers 'social approval' as the most important part of its investment plans. In addition, Galata Wind makes the necessary plans in each phase of the projects in which investments are made in order to ensure that the interests of the society are taken into account throughout the life cycle of its activities and uses stakeholder dialogue platforms in this direction. Galata Wind only invests in projects that generate energy from clean sources, primarily wind and solar. |
Social Approval, 73 |
| C. SOCIAL PRINCIPLES | |||||
|---|---|---|---|---|---|
| C1. Human Rights and Employee Rights |
|||||
| C1.1 | A Corporate Human Rights and Employee Rights Policy has been established to cover the Universal Declaration of Human Rights, ILO Conventions ratified by Turkey and other relevant legislation, the responsible persons for the implementation of the policy have been determined and the policy and responsible persons have been disclosed to the public. |
l | Galata Wind publishes its Human Rights Policy in its Sustainability Report and on its website. |
Human Rights Policy Human Rights Management Approach, 59-62 |
|
| C1.2 | Considering the supply and value chain impacts, fair labour, improvement of labour standards, women's employment and inclusion issues (such as nondiscrimination on gender, race, religion, language, marital status, ethnic identity, sexual orientation, gender identity, family responsibilities, union activities, political opinion, disability, social and cultural differences, etc.) are included in the policy on employee rights. |
l | Implementations related to Human Rights in the Supply Chain have not yet started. However, there are plans on the subject. |
Human Rights Policy Human Rights Management Approach, 59-62 Supply Chain Management, 74-77 Sustainable Supply Chain Management, 95-96 |
|
| C1.3 | Measures taken along the value chain to protect the rights of segments sensitive to certain economic, environmental, social factors (low-income segments, women, etc.) or minority rights/ equal opportunities are disclosed to the public. |
l | In the sector in which we operate, we are committed to creating and maintaining a diverse workforce that reflects the society we live in with all its elements. We strive to create a work environment that will attract individuals with different backgrounds, including but not limited to race, ethnicity, gender, age, sexual orientation, religion, disability and socio-economic status, and to create a workforce that embodies these colours. |
Human Rights Policy Human Rights Management Approach, 59-62 Supply Chain Management, 74-77 Sustainable Supply Chain Management, 95-96 / Employees, 62-70 Community Engagement Programmes, 70-74 |
|
| C1.4 | Progress in preventing and remedying discrimination, inequality, human rights violations, forced labour and child labour was made public. |
l | In the sector in which we operate, we are committed to creating and maintaining a diverse workforce that reflects the society we live in with all its elements. We strive to create a work environment that will attract individuals with different backgrounds, including but not limited to race, ethnicity, gender, age, sexual orientation, religion, disability and socio-economic status, and to create a workforce that embodies these colours. |
Human Rights Management Approach, 59-62 Human Rights Policy |
|
| C1.5 | Investments in employees (training, development policies), compensation, fringe benefits, right to unionise, work/ life balance solutions and talent management issues are included in the policy on employee rights. |
l | Galata Wind's main goal in Human Resources management is to be a company that its employees are happy and proud to be a part of. With the awareness that sustainable growth is only possible with employee loyalty, our Company aims to grow with colleagues who are fast, proactive, responsible and have strategic thinking skills. |
Employees, 62-70 Human Resources Policy Wage Policy Compensation Policy Employees and Work Environment Performance, 83-92 |
| B22 | It is publicly disclosed whether its operations or activities are included in any carbon pricing system (Emissions Trading System, Cap & Trade or Carbon Tax). |
l | Since the power plants within Galata Wind generate energy from renewable sources, they reduce carbon emissions to the atmosphere. Therefore, they can benefit from carbon trade in the category of projects that can perform carbon offsetting. Since Turkey does not have a binding target under the Kyoto Protocol, Galata Wind can operate in voluntary markets. The Company certifies its carbon credits with Gold Standard at Mersin WPP, Şah WPP, Taşpınar WPP, Çorum SPP and Erzurum/ Aziziye SPP, and with VCS at Erzurum/Hınıs SPP. |
Operational Data, 23 Financial Performance, 24 Business Model, 50-52 Financial Performance, 102-104 |
|
|---|---|---|---|---|---|
| B23 | Information on carbon credits accumulated or purchased during the reporting period has been disclosed to the public. |
l | Since the power plants within Galata Wind generate energy from renewable sources, they reduce carbon emissions to the atmosphere. Therefore, they can benefit from carbon trade in the category of projects that can perform carbon offsetting. Since Turkey does not have a binding target under the Kyoto Protocol, Galata Wind can operate in voluntary markets. The Company certifies its carbon credits with Gold Standard at Mersin WPP, Şah WPP, Taşpınar WPP, Çorum SPP and Erzurum/Aziziye SPP, and with VCS at Erzurum/Hınıs SPP. |
Operational Data, 23 Financial Performance, 24 Business Model, 50-52 Financial Performance, 102-104 |
|
| B24 | Platforms where the Incorporation discloses its environmental information are publicly disclosed. |
l | Since the power plants within Galata Wind generate energy from renewable sources, they reduce carbon emissions to the atmosphere. Therefore, they can benefit from carbon trade in the category of projects that can perform carbon offsetting. Since Turkey does not have a binding target under the Kyoto Protocol, Galata Wind can operate in voluntary markets. The Company certifies its carbon credits with Gold Standard at Mersin WPP, Şah WPP, Taşpınar WPP, Çorum SPP and Erzurum/Aziziye SPP, and with VCS at Erzurum/Hınıs SPP. |
Operational Data, 23 Financial Performance, 24 Business Model, 50-52 Financial Performance, 102-104 |
|
| B25 | Platforms where the Incorporation discloses its environmental information are publicly disclosed. |
l | Environment and Climate Change Performance, 78-82 |
| C1.5 | Mechanisms for resolving employee complaints and disputes have been established and dispute resolution processes have been determined. |
l | We are committed to establishing effective mechanisms to address human rights concerns and expectations raised by our employees, the community or other stakeholders. We will ensure that these mechanisms are accessible, confidential and impartial, and create new opportunities for continuous improvement. |
Employee Dialogue and Whistleblowing Mechanisms, 60 Internal Audit, 100 |
|---|---|---|---|---|
| Activities carried out during the reporting period to ensure employee satisfaction were disclosed to the public. |
l | Our strategic priorities in this area are to increase the loyalty of quality employment in the renewable energy sector to our company and to contribute by monitoring the development and performance of the trained employee profile. It is among the most important priorities of our sector. |
Sustainability Performance and Material Issues, 33 Employee Engagement, 65-67 Employees and Work Environment Performance, 83-92 |
|
| C1.6 | Occupational health and safety policies have been established and disclosed to the public. |
l | Galata Wind has renewed the validity period of its ISO 45001:2018 Occupational Health and Safety (OHS) certificate, which covers all its power plants and head office since 2015, until 21.09.2024. In 2024, all certificates will be renewed for 3 years. |
Employee Health and Safety, 63-65 Occupational Health and Safety Policy Occupational Health and Safety Performance, 93-95 |
| Measures taken to prevent occupational accidents and protect health and accident statistics are publicly disclosed. |
l | It is disclosed in the Sustainability Report. |
Employee Health and Safety, 63-65 Occupational Health and Safety Performance, 93-95 |
|
| C1.7 | Personal data protection and data security policies have been established and disclosed to the public. |
l | Galata Wind head office and all power plants have ISO 27001:2013 Information Security Management System certification. |
Digital Transformation, 77 / Customers, 97 Risk Management and Compliance Performance, 100 |
| C1.8 | Ethics policy has been established and disclosed to the public. |
l | It is disclosed on the website and in the Sustainability Report. |
Ethical Principles and Code of Conduct Ethics and Compliance, 46 |
| C1.9 | Activities within the scope of social investment, social responsibility, financial inclusion and access to finance were explained. |
l | Aware that stakeholder engagement is the cornerstone of sustainability, we completed our key stakeholder study in 2022. In this area, we regularly question the expectations of all our key stakeholders and come together with them on active dialogue platforms. We made social participation programmes sustainable with our volunteering platform, Positive Energy Ambassadors, and reached a total of 1,454 volunteering hours in 2023. Galata Wind, the first company to make a green public offering with a collective portfolio consisting solely of wind and solar energy, acts with the strategy of becoming a leading and role model company in sustainability in the energy sector. Launched in 2022, the volunteering programmes continued in 2023 in line with the corporate sustainability vision. It is aimed to contribute to Galata Wind's social participation performance by increasing the number of Positive Energy Ambassadors and increasing the corporate volunteering hours. A volunteering procedure has been prepared in this direction. In 2024, 'corporate volunteering' training will be given to platform volunteers. |
Sustainability Performance and Material Issues, 33 Community Engagement Programmes, 70-72 |
| C1.10 Informative meetings and training sessions were organised for employees on ESG policies and practices. |
l | ||
|---|---|---|---|
| C2. Stakeholders, International Standards and Initiatives |
|||
| C2.1 | The customer satisfaction policy regarding the management and resolution of customer complaints has been prepared and announced to the public. |
l | |
| C2.2 | Information on communication with stakeholders (which stakeholder, subject and frequency) is disclosed to the public. |
l | |
| C2.3 | International reporting standards adopted in reporting are explained. |
l |
| In 2022, with the initiation of strategic sustainability management studies, the Sustainability Working Group consisting of our employees and managers received basic sustainability training. In 2023, various trainings on sustainability were organised in our company, including our power plants. Details of the trainings are described in the 2023 Sustainability Report. |
Employee Training and Development, 68-70 |
|---|---|
| Galata Wind implements and manages the ISO 9001 Quality Management System in all its processes. In this respect, the Company's processes related to customer complaint management are regularly audited every year during the certification audit. The related issue is also disclosed in the Annual Report. The Regional Distribution Companies that make payments with purchase guarantee (YEKDEM) for SPPs, EPIAS, the market operator that makes payments with purchase guarantee for WPPs, and Galata Wind, the retail electricity company where generation that is not within this scope is sold through bilateral agreements, can be considered within the scope of 'customer'. |
Galata Wind 2023 Sustainability Report, Customers, 97 Index, 114-155 Galata Wind website |
| In line with its sustainability strategy, Galata Wind takes decisions that will benefit the company and all its stakeholders and carries out activities to improve its performance by evaluating the feedback of its stakeholders. Galata Wind's stakeholder engagement strategy is built on a structure that is maintained within the 'ask, learn, respond' cycle, open to continuous learning, monitors areas of development, and integrates the preliminary evaluations of stakeholders affected by the decisions taken into the decision processes. Galata Wind's key stakeholders were identified in 2022 using the methodology recommended by the AA1000SES standard. |
Stakeholder Engagement Strategy, 15 Stakeholder Engagement Platforms, 16-18 |
| It is explained in the 2023 Sustainability Report. |
About the Report, 12-13 |
| C2.4 | Principles adopted in relation to sustainability, international organisations, committees and principles of which the Company is a signatory or member are disclosed to the public. |
l | Galata Wind is a member of associations that have a say in the sector in which it operates. Through these associations, it expresses opinions for changes and improvements in the sector and can be a pioneer. In addition, it has the opportunity to meet with other sector stakeholders on a common platform and share information and experience by holding meetings. With its memberships in TÜREB, EÜD, GÜYAD, GÜNDER, ETD, DEK etc., Galata Wind follows the developments in Turkey and the world in the field of wind and solar at first hand. Galata Wind is a member and signatory of UNGC. With its TKYD and TUYID memberships, it aims to carry its commitment to corporate governance principles and its relations with its investors to higher levels. |
About the Report, 12-13 Memberships and Collaborations Galata Wind 2023 Sustainability Report |
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| C2.5 | Developments were made and studies were carried out to be included in the sustainability indices of Borsa Istanbul and/or international index providers. |
l | Our company was included in the BIST Sustainability Index as of the first quarter of 2023 and published its second sustainability report in international standards. |
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| D. CORPORATE GOVERNANCE PRINCIPLES |
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| D1 | Stakeholders' opinions were consulted in determining the measures and strategies in the field of sustainability. |
l | Galata Wind's sustainability management strategy is formed in line with the priority focus areas carried out with a focus on stakeholder engagement. The stakeholder engagement approach, which focuses on questioning the social, environmental and economic expectations of key stakeholders and responding appropriately to these expectations, is monitored by the working group and regularly reported to the Sustainability Committee. The transparency principle of Stakeholder Engagement management is ensured through stakeholder dialogue platforms, sustainability website and reporting. |
Galata Wind 2023 Sustainability Report Highlights in 2023, 8 Our Achievements and Latest News, 9 |
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| D2 | Social responsibility projects, awareness-raising events and trainings were carried out to raise awareness about sustainability and its importance. |
l | In 2022, sustainability basic trainings were provided to the entire team. In addition, volunteering programmes were reviewed in line with the sustainability strategy. In 2023, various trainings on sustainability were organised in our company, including our power plants. Details of the trainings are described in the 2023 Sustainability Report. |
Galata Wind 2023 Sustainability Report About the Report, 12-13 Sustainability Management, 43-45 Sustainability Strategy, 3 |
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