Pre-Annual General Meeting Information • Mar 27, 2024
Pre-Annual General Meeting Information
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Our Company will hold its Ordinary General Assembly Meeting at 09:30 hrs, on Wednesday, 27.03.2024, at "Divan İstanbul Oteli Asker Ocağı Cad. No:1 34367 Şişli / İSTANBUL (Phone: +90 212 315 55 00, Fax: + 90 212 315 55 15)" for the purpose of examining works conducted in 2023 and discuss and resolve upon the following agenda.
Annual Report containing the Financial Statements pertaining to Fiscal Year 2023, the Independent Audit Report, proposal on Profit Distribution and explanations on Compliance with Corporate Governance Principles and Sustainability Principles, detailed Information Note including these agenda items and explanations required for compliance with the Capital Markets Board regulations will be made available for esteemed shareholders for review at the Company's headquarters, at the Company's corporate website available at www.mares.com.tr and Electronic General Assembly system of Central Registry Agency at least three weeks prior to the date of the General Assembly meeting.
Without prejudice to the rights and obligations of shareholders who will participate in the meeting via electronic means, our shareholders who will not be able to attend the meeting in person have to issue their Powers of Attorney in compliance with the legislation or get the sample power of attorney form from Yapı Kredi Yatırım Menkul Değerler A.Ş. (Yapı Kredi Plaza / Levent-Istanbul) and our Company's departments or from the Company's website at www.mares.com.tr and to fulfill obligations stipulated in the Communiqué no II-30.1 on "Casting Votes by Proxy and Collection of Powers of Attorney by way of Call" of the Capital Markets Board published in the issue of the Official Gazette dated 24.12.2013 and numbered 28861 and to deliver their powers of attorney to the Company. It is not necessary to present a power of attorney for a proxy, who is appointed by electronic media over the Electronic General Assembly System. Those powers of attorney, required as per the said Communiqué, which are not consistent with the sample power of attorney attached to the Call for General Assembly Meeting will not be accepted due to our legal liability.
It is kindly requested that our shareholders, who will cast their votes via Electronic General Assembly System, receive information from Central Registry Agency, from the website of our Company at www.mares.com.tr or from our Head Office (Phone: 0 242 248 68 00) in order to be able to fulfill their obligations under the relevant Regulation and Communiqué.
As per paragraph 4, Article 415 of Turkish Commercial Code numbered 6102 and paragraph 1, Article 30 of the Capital Markets Law, the right of attending the general assembly meeting and casting votes is not conditional upon depositing of shares. In this framework, in the event that our shareholders wish to attend the General Assembly Meeting, they do not have to block their shares.
You can find detailed information about processing of your personal data by the Company, pursuant to Law on Protection of Personal Data no. 6698, in the Policy of Marmaris Altınyunus Turistik Tesisler Anonim Şirketi on Protection and Processing of Personal Data, which is shared with the public at www.mares.com.tr
All beneficiaries and stakeholders as well as the press and media organs are invited to our General Assembly meeting.
With regards to the voting for agenda items during the Ordinary General Shareholders' Meetings, open vote method by a show of hands will be used, provided that the provisions for voting in electronic media are reserved.
Shareholders shall not be notified by registered mail for the registered shares listed in the stock exchange in accordance with the Capital Markets Law.
Respectfully submitted for esteemed shareholders' information.
BOARD OF DIRECTORS MARMARİS ALTINYUNUS TURİSTİK TESİSLER A.Ş.
Company Address: Fevzi Çakmak Caddesi No:30 07100 Antalya
Trade Registry Office and Trade Registration Number: Antalya / 56902
MERSİS (CENTRAL REGISTRATION SYSTEM) number: 0066000936000011
Among the additional explanations which are required to be submitted as per the "Communiqué on Corporate Governance" no II-17.1 of the Capital Markets Board ("CMB"), those that are related to the agenda items are given in the respective agenda item below, and other compulsory general explanations are submitted in this section:
Below is the information on the total number of shares and voting rights reflecting the shareholding structure of our company, if there are privileged shares in the partnership capital, the number of shares representing each Privileged share group and the voting right and the nature of the privileges As at the announcement date of this Information Document:
| Shareholder | Share Amount (TRY) |
Capital Ratio (%) |
Voting Right | Voting right ratio (%) |
|---|---|---|---|---|
| Koç Holding A.Ş. | 3,481,881.15 | 49.98% | 348,188,115 | 49.98% |
| Family Danışmanlık Gayrimenkul ve Tic. A.Ş. | 1,629,875.00 | 23.39% | 162,987,500 | 23.39% |
| Members of Koç Family | 215,460.00 | 3.09% | 21,546,000 | 3.09% |
| Publicly-held | 1,639,874.85 | 23.54% | 137,907,685 | 23.54% |
| Total | 6,967,091.00 | 100,00% | 696,709,100 | 100,00% |
Due to the prolonged negotiations with the official authorities regarding the preliminary investigations regarding the renovation possibilities, including reconstruction, of Talya Hotel in Antalya and the legal procedures to be carried out, by virtue of a resolution of the board of directors dated April 2, 2013, it was resolved that, since the current structure of Talya Hotel does not allow operations to be carried on with sufficient quality and profitability, efforts intended to obtain the necessary permissions from the official authorities for the reconstruction in question and to complete the relevant legal processes will be continued and operations of the facility will be temporarily suspended until the reconstruction of the hotel is completed. Following such resolution, operations of Divan Antalya Talya Hotel were discontinued as of May 13, 2013 and Divan Antalya Talya Holte accepted no reservation for such date and thereafter. As regards to processes related to Permission and Former Litigations, since all ongoing actions are still pending, no result which is clear and binding upon all parties has been achieved yet. Despite of the order dismissing the legal action filed for cancellation of Implementation Zoning Plan with a scale of 1/1000, the appeal processes started by the plaintiff before Council of State is still ongoing. Further, a person residing nearby Talya Hotel filed a legal action for restoration and indemnification against the Company in connection with hotel construction, alleging that such person's immovable property depreciated, and the litigation process which is not expected to give rise to a material effect in terms of operations and financial results of the Company is being followed up. The court ordered an on-site estimation and expert witness examination for the said lawsuit. Aside from that, the same person filing a lawsuit for restoration and indemnification filed a legal action against Antalya Metropolitan Municipality and Muratpaşa Municipality requesting cancellation of Master Zoning Plan with a scale of 1/5000, Implementary Zoning Plan with a scale of 1/1000 and building license issued for hotel construction, and the Company follows up the s aid lawsuit in its capacity as the intervening party.
At current stage, a construction contract based on turnkey principle was concluded with Ark İnşaat Turizm Sanayi ve Tic. A.Ş. ("Ark İnşaat"), a related party in the Reconstruction Process of Talya Hotel, and construction works were started. When it comes to the construction process, construction works are in progress within framework of existing permission and approved zoning plans. In this context, works of retaining and isolation, excavation and rough construction were completed, and mechanical installation – pool infrastructure works as well as electricity grounding works were completed to a great extent. Due to seasonal restrictions on construction works and implementation phases of technical processes, mechanical installation, electricity installation and infrastructure works were partially completed as of the date of financial statement and such works are being carried out at the same time as works related to other construction items.
With regards to Talya Hotel, reconstruction of Divan Talya Otel and renovation of Convention Center, as announced to public with a material disclosure dated January 22, 2021, of which related processes were initiated, a decision to invest up to \$50,000,000 (including VAT) was re-evaluated by the board of directors in July 2023 and due to effects of following grounds
Upgrade of decorations and designs of all rooms to a higher level of quality with the additional effect of positive developments in tourism sector,
Increased use of decoration material, furniture, equipment, driven by increase in room sizes and numerical rise in premium room types,
Improvement of the convention center's interior and exterior design and decoration in parallel to increased hotel quality,
it was resolved that the previous decision be revised as investment up to \$80,000,000 + VAT. As a consequence of such revision made due to increased size of rooms within investment project,
approximate number of rooms is planned as 180, and potential revenues to be generated by the hotel are expected to increase, driven by the hike in number of premium rooms, and profitability estimated at onset of the project is expected to be retained. Following revisions in the project, it is planned to complete construction of the hotel by the final quarter of 2024 and to start preparations for opening of the hotel.
Apart from the foregoing, there are no management and operational changes which have taken place in the past fiscal period or are planned to be implemented in the next fiscal periods and might have a material impact upon the Company's operations. Material disclosures released by our company as per the relevant legislation are available at http://www.kap.gov.tr/.
No such request has been received for the Ordinary General Meeting at which activities of the year 2023 will be discussed.
Chairman of Presiding Committee who is to chair the General Assembly meeting is elected in accordance with the provisions of the "Turkish Commercial Code no. 6102" (TCC) and the "Regulation on the Procedures and Principles for General Assembly Meetings of Joint-Stock Companies and Representatives of the Ministry of Customs and Commerce Attending Such Meetings" ("Regulation" or "General Assembly Regulation") and in line with the provisions of Article 7 of the General Assembly Internal Directive. Chairman of the Presiding Committee appoints at least one Secretary in accordance with Internal Directive of General Assembly. Chairman of the Presiding Committee may also elect sufficient number of scrutineers.
Information will be given about the Annual Report for the year 2023, which was made available to shareholders for examination at the our Company's headquarters, Electronic General Assembly portal of Central Registry Agency (CRA) and at our Company's corporate website available at www.mares.com.tr for three weeks prior to the General Assembly meeting in line with the TCC, Regulation and regulations related to the Capital Markets Law, and the annual report will be submitted to the shareholders for consideration and approval.
Information will be provided to the General Assembly about the Independent Audit Report, which was made available to shareholders for examination at the our Company's headquarters, Electronic General Assembly portal of Central Registry Agency (CRA) and at our Company's corporate website available at www.mares.com.tr for three weeks prior to the General Assembly meeting in line with the TCC and regulations related to the Capital Markets Law.
Information will be given about financial statements and financial statements drawn up in compliance with Tax Procedure Law, which were made available to shareholders for examination at the our Company's headquarters, Electronic General Assembly portal of Central Registry Agency (CRA) and at our Company's corporate website available at www.mares.com.tr for three weeks prior to the General Assembly meeting in line with the TCC, Regulation and regulations related to the Capital Markets Law, and they will be submitted to the shareholders for consideration and approval.
In accordance with the provisions of TCC and the Regulation, the release of the members of the Board of Directors for their activities, transactions and accounts in the year 2023 will be presented to the General Assembly for approval.
According to our financial statements pertaining to the fiscal period between 01.01.2023 and 31.12.2023 drawn up by our Company in line with the Turkish Accounting / Financial Reporting Standards and pursuant to provisions of Turkish Commercial Code and and capital Market Law, as audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., "Net loss for the period" in the amount of TRY 32,891,137 was recorded and the table regarding our profit distribution proposal prepared, taking into account our Profit Distribution Policy attached here to as ANNEX/1, net loss for the period specified in the company's records as prepared according to TPL, our long term strategy, investment and financing policies, in accordance with the CMB Communiqué No: II-19.1 and the Profit Distribution Table format stated in the Dividend Guide announced based on such communiqué is given in ANNEX/2.
New members of the Board of Directors, whose term has expired, will be elected in accordance with the principles regarding the election of members of the Board of Directors specified in the CMB regulations, TCC and our Articles of Association pursuant to the Regulation. In addition, independent members will be elected to comply with the CMB's Corporate Governance Communiqué numbered II-17.1.
According to article 10 of our Articles of Association, our Company is managed by a Board of Directors composed of 5 members to be elected by the General Assembly for a maximum office term of 3 years within the framework of the provisions of the Turkish Commercial Code. The General Assembly may resolve that the board of directors be renewed even if the board's office term has not expired.
2 of the Board Members to be elected must meet the independence criteria defined in the Corporate Governance Principles of CMB.
Upon proposal of our Corporate Governance Committee considering nominees conveyed to it, by virtue of a resolution passed by our Board of Directors, Mr. Ahmet Kemal Köprülü and Mr. Adil İlter Turan were nominated as Independent Board Member and relevant application was filed with CMB, Independent Board Member nominees for whom CMB did not provide any adverse opinion will be submitted to the general assembly for approval.
Please find CVs of our Board Member nominees and independence statements of independent member nominees enclosed herewith as ANNEX/3.
Pursuant to the CMB's Mandatory Corporate Governance Principle numbered 4.6.2, the remuneration principles for the Board Members and senior executives must put in writing and such principles should be submitted to shareholders for information as a separate agenda item at the General Assembly meeting and shareholders should be provided with the opportunity to share their opinions in this regard. Please find the remuneration policy issued for this purpose enclosed herewith as ANNEX/4. Footnote 18 to our financial reports pertaining to the fiscal year 2023 provides information on benefits provided to members of the board of directors and senor executives by Marmaris Altınyunus Turistik Tesisler A.Ş in 2023.
Within scope of our Remuneration Policy provided to shareholders for approval with agenda item no. 8, amount of annual gross remuneration for members of the board of directors for fiscal year 2024 will be determined by our shareholders.
In accordance with the Turkish Commercial Code and the regulations of the Capital Markets Board, upon receiving the opinion of the Committee responsible for Auditing at the meeting of our Board of Directors dated 26/05/2023, it has been decided to select Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş for auditing the financial statements of our company pertaining to the accounting period of 2024 and to carry out the other activities set forth in the respective regulations in the mentioned laws and the said selection will be submitted for the approval of the General Assembly.
No donations were made to a foundation or association in 2023, and our shareholders will be informed in this regard. Additionally, upper limit of donations to be made in 2024 will be determined by the general assembly.
In accordance with article 12 of the Corporate Governance Communiqué No II-17.1 of the Capital Markets Board, the guarantees, pledges, mortgages and sureties given by the Company in favor of the third parties must be included in the ordinary general meeting agenda as a
separate item, and information on this issue is given in footnote 19 to our financial report dated 31.12.2023.
Our Members of the Board of Directors may perform transactions only with the approval of the General Assembly in accordance with paragraph one, Article 395 entitled "Prohibition of Transactions with the Company and of Borrowing Funds from the Company" and article 396 entitled "Prohibition of Competition" of the TCC.
As per Mandatory Corporate Governance Principle no. 1.3.6. of CMB, in the event that shareholders having management control, or the board members, or the senior executives having administrative responsibility, and their spouses and second degree relatives by blood and marriage perform a material transaction which might cause a conflict of interest with the company or its subsidiaries and/or perform any commercial business transaction which is within the field of activity of the company or its subsidiaries on behalf of themselves or a third party or participate in another partnership in their capacity as the shareholder with unlimited responsibility, the said transactions are included in the general assembly agenda as a separate agenda item with a view to giving detailed information on the subject matter at the general assembly and entered into the general assembly minutes.
In order to satisfy these regulations, granting of such consent will be submitted to shareholders at the General Assembly for approval. Further, our shareholders will be about transactions of this nature so performed throughout the year and some of shareholders controlling the management, board members, managers with administrative responsibility as well as their spouses, and their relatives by blood and marriage up to the second degree serve as member of board of directors at some of Koç Group companies, including those with fields of operation similar to that of our Company. There was no material transaction conducted in 2023 that required disclosure of respective information within frame of Principle No. 1.3.6 of Corporate Governance Communiqué.
ANNEX/1 Profit Distribution Policy
ANNEX/2 Proposal of the Board of Directors for Distribution of 2023 Profit and Proposed Profit Distribution Statement
Our Company distributes profit in accordance with provisions of Turkish Commercial Code, regulations of Capital Market, tax regulations and other relevant regulations as well as article of the Articles of Association regarding profit distribution. As regards to distribution of profit, a balanced and consistent policy between the interests of shareholders and the interests of the Company is being followed in accordance with the Corporate Governance Principles, and our long-term company strategy, investment and financing policies, profitability and cash position are taken into account for the purpose of determining annual profit distribution amount.
Accordingly, our current profit distribution policy;
Profit that is generated as a result of our investment and financing policies is first set off against losses from previous years and is retained by the company for use in financing of investment and cash dividend is not foreseen.
Pursuant to a resolution of the Board of Directors dated 01.03.2024,
Financial statements prepared according to TFRS, pertaining to the accounting period of January 1 - December 31, 2023, as prepared on the basis of Turkish Financial Reporting Standards (TFRS), and audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. were reviewed and adopted under a resolution of the Board of Directors dated 29.02.2024 and they were deemed fit for submission to the General Assembly.
As a result of examining the said financial statements as well as financial records created according to records of Marmaris Altınyunus Turistik Tesisler A.Ş. in accordance with provisions of Tax Procedure Law (TPL);
According to the financial reports drawn up in compliance with TFRS, it was understood that the net loss for the period is TRY 32,891,137.00 and losses from previous years are TRY 425,445,381 whereas the net profit for the period of the current year is TRY 179,235,884.91 and commercial losses from previous periods are TRY 99,000,238.50 in the records prepared pursuant to TPL;
In view of the foregoing, it was decided to submit the following proposals to the approval of the General Assembly, including not to allocate the general legal reserve fund by 5%, allocation of which is otherwise obligatory under the Article 519 of Turkish Commercial Law, for the year 2023, since the said sum was found in the TPL records as having reached to the limit of 20% of the capital as of 31.12.2023;
According to financial statements prepared based on TPL records, it was understood that as a result of deduction of commercial losses from previous years in the amount of TRY 99,000,238.50 from TRY net profit for the period in the amount of TRY 179,235,884.91 the amount calculated is TRY 80,235,646.41, and according to financial statements prepared according to TFRS, there is no distributable profit for the period due to net loss for the period and losses from previous years;
In accordance with Capital Market Legislation and article 18 of the Company's Articles of Association as well as our Company's Profit Distribution Policy approved by shareholders at the General Assembly meeting dated March 27, 2014, no dividend distribution be made given long-term strategies and investment and financing policies, matters such as transfer of losses from previous periods in the amount of TRY 32,891,137.00 as calculated according to financial statements prepared in compliance with TFRS to retained losses, set-off of commercial profit for the current period followed at subbreakdown of the Retained Earnings/Losses account created as a result of subjecting the balance sheet dated 31.12.2023 to inflation adjustment in compliance with TPL against commercial losses from previous year in the amount of TRY 99,000.238.50 as followed in sub-breakdown of the relevant account and leaving the balance in the relevant account be submitted to the General Assembly for approval.
| 2023 Profit Distribution Table (TRY) | |||||
|---|---|---|---|---|---|
| 1. Paid-up/Issued Capital (*) | 6,967,091.00 | ||||
| 2. General Legal Reserve Fund (According to Legal Records) (**) | 1.199.684.715,00 | ||||
| Information on privileges, if any, in the distribution of profits in accordance with the articles of association |
None. | ||||
| According to CMB | According to Legal Records (LR) |
||||
| 3. | Profit / Loss for the Period | -15,439,116.00 | 196,687,905.91 | ||
| 4. | Taxes (-) | 17,452,021.00 | 17,452,021.00 | ||
| 5. | Net Profit / Loss for the Period (=) | -32,891,137.00 | 179,235,884.91 | ||
| 6. | Losses from Previous Years (-) (***) | 425,445,381.00 | 99,000,238.50 | ||
| 7. | General Legal Reserve Fund (-) | 0 | 0 | ||
| 8. | NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=) |
0 | 80,235,646.41 | ||
| 9. | Donations made during the Year (+) | 0 | |||
| 10. | Net Distributable Profit for the Period Including | ||||
| Donations | 0 | ||||
| 11. | First Dividend to the Shareholders | 0 | |||
| Cash |
0 | ||||
| Free |
0 | ||||
| Total |
0 | ||||
| 12. | Profit Distributed to Privileged Shareholders | 0 | |||
| 13. | Other Profit Share Distributed | ||||
| To Board Members |
|||||
| To Employees |
|||||
| To Persons Other Than Shareholders |
|||||
| 14. | Profit Distributed to the Dividend Share Holders | 0 | |||
| 15. | Second Dividend to the Shareholders | 0 | |||
| 17. | General Legal Reserve Fund | 0 | |||
| 18. | Statutory Reserves | 0 | 0 | ||
| 19. | Special Reserves | 0 | 0 | ||
| 20. | EXTRAORDINARY RESERVES | 0 | 80,235,646.41 | ||
| 21. | Other Resources Envisaged to Be Distributed Retained Profit Extraordinary Reserves Other Distributable Reserves as per the Law and the Articles of Association |
0 | 0 |
(*) The amount is the registered nominal capital amount and the capital inflation adjustment difference amounting to TRY 1,247,002,206 is included in the records prepared in accordance with TPL.
(**) The amount is nominal general legal reserves and in the records prepared in accordance with TPL after the application of inflation accounting, there is a total inflation adjustment difference of TRY 63,443,750 related to general legal reserves.
(***) In the records prepared in accordance with TPL, except for the aforementioned amount, there is TRY 928,889,249 of accumulated losses arising from inflation adjustment.
Having stepped into business life as a member of Koç Holding Board of Directors in 1964, Semahat Arsel still holds this office. In addition to such office, she is President of Vehbi Koç foundation and Board of Directors of Divan Group, President of Semahat Arsel Nursing Education and Research Center and Founder of School of Health Service, Koç University. She also sits at the board of directors of other Koç Conglomerate companies. On the other hand, she is also the Vice President of Florance Nightingale Foundation, Member of the Board of Trustees of Education Volunteers Foundation of Turkey (TEGV) and Honorary Member of Turkish Businesswomen Association (TİKAD). Semahat S. Arsel was awarded title of "Honorary PhD" by University of Istanbul.
After graduating from School of Business Administration, Rice University (USA), he carried on his higher education at master's degree program at Harvard University (USA). He started his career at the Executive Training Program of American Express Bank in 1990, and worked as an Analyst at Morgan Stanley Investment Bank from 1992 to 1994 He started working as New Business Development Coordinator within Koç Holding Strategic Planning Group in 1997, and held senior positions such as Koç Holding Information Group President and Corporate Communications and Information Group President until 2010. Being a member of Board of Directors of Koç Holding for over 8 years, Ali Y. Koç has been Vice President of Koç Holding Board of Directors since February 2016. He became Chairman of the Board of Directors of Koç Financial Services Hizmetler and Yapı Kredi Bank as of April 2016. Mr. Ali Y. Koç is also Chairman of Board of Directors of other companies of Koç Conglomerate including Ford Otosan and Otokar. In addition to said positions, with the goal of making a contribution to our national economic and social development, he is president Fenerbahçe Sports Club, Chairman at URAK - National Competition Researches Association, Board Member at Endeavor Association, Board Member at DEİK (Foreign Economic Relations Board), and Vice Chairman of Board of Directors of TÜSİAD (Turkish Industrialists' and Businessmen's Association). Further, Ali Y. Koç, who is a member of Harvard University, Bank of America and Council on Foreign Relations Global Advisory Board, serves as a Member of Panel of Senior Advisors of Chatham House, and has recently joined British Industry Confederation.
After completing his higher education at Istanbul Technical University, Department of Industrial Engineering, he received his master's degree from Koç University Executive MBA program in 2011. While continuing his professional business life, he graduated from the Executive and Leader Development programs at Harvard Business School and Columbia University, and the Global Executive MBA at Columbia Business School and London Business School. He started his career in 2001 as Production and Productivity Specialist at Nautilus Foods in USA. Akkol joined Koç Holding in 2003 as an Assistant Human Resources Specialist, and worked as a Human Resources Specialist from 2004 to 2005, and as an Audit Specialist and Senior Audit Specialist from 2005 to 2009. He served as System Development and Human Resources Manager from 2009 to 2010, System Development and Human Resources Coordinator from 2010 to 2014, and Human Resources Director from 2014 to 2021. Having held the office of President of Human Resources and Industry Relations from 2021 to 2022, Akkol has been President of Tourism, Food and Retail Group since April 2022. He is also Chairman of Koç Holding Retirement and Aid Fund Foundation and sits at the board of directors of other certain companies of Koç Conglomerate. Besides, he is President of Board of Directors of Turkish Confederation of Employer Associations (TİSK), Turkish Employers' Association of Metal
Industries (MESS) and MESS Education Foundation, and a Member of the Board of Directors of Turkish Employment Agency (İŞKUR).
He graduated from School of Law, University of Istanbul in 1983. He became a member of Istanbul Bar Association in 1984. He received his master's degree in International Trade from Tulane University School of Law in New Orleans and his Executive MBA degree from Koç University. He started his career in 1989 at legal counsel at Koç Holding. From 2000 to 2006, he worked as Assistant Chief Legal Counsel. From 2006 to 2021, he worked as Chief Legal Counsel of Koç Holding, and, starting from early 2021, he was given the title of Chief Legal and Compliance Counsel in charge of Compliance Program. Further, he sits at the board of directors of other certain companies of Koç Conglomerate. In addition to these duties, he is a Founding Member of the Turkish Ethical Values Center Foundation, a Founding Member and Vice Chairman of the Turkish Underwater Archeology Foundation (TINA), Vice Chairman of the Koç Holding Pension and Assistance Fund Foundation and a Member of TÜSİAD (Turkish Industrialists' and Businessmen's Association).
Born in 1963, Ankara, Ahmet Kemal Köprülü received his master's degree from department of Economics and Finance, University of Richmond, in Virginia. Köprülü stated his banking career at Citibank Istanbul in 1984 and held various administrative offices. In 1988, he was appointed as Vice President of Interbank.
Throughout his banking career, he held senior positions at credit marketing, corporate banking, project financing and private banking. Having left Interbank in 1996, Köprülü worked in the fields of finance consulting, project financing and management advisory.
Köprülü is also the founder president of the Movement ARI and held that office for ten years until 2004. In 2002, he played an active role in establishment of Turkish Policy Quarterly, which offers constructive political views on Turkey and its neighboring regions and holds a leading position.
He is still concessionaire and publisher of Turkish Policy Quarterly, and, further, is the president of Yeniyurt Petrol Terminal, a company running operations in the field of energy across Europe.
Apart from foregoing offices, Köprülü is a member of the board of directors of Hiref, a company growing in the field of luxury consumption, and is a shareholder of Arın Savunma, a company based in Estonia and Turkey focusing active in cyber security. Further, he is the Honorary Consul of Principality of Monaco in Istanbul since 2014.
Mr. Köprülü has been the independent board of directors member of Marmaris Altınyunus Turistik Tesisler A.Ş. since 11.03.2019.
Born in Istanbul in 1941, Prof. Dr. İlter Turan received his bachelor's degree in Political Sciences from Oberlin College (Ohio) (1962), his master's degree from Columbia University (1964), and completed his doctorate at Faculty of Economics, University of Istanbul, in 1966.
Prof. Dr. İlter Turan started his career at Istanbul University in 1964, worked at Koç University from 1993 to 1998, and was the rector of Istanbul Bilgi University from 1998 to 2001. He lectured as visiting professor at Universities of Kentucky, Arizona, Iowa, Wisconsin, Southern Oregon, California (Berkeley) and Saint Anthony's College and Nuffield College (Oxford) .
Prof. Dr. İlter Turan was the general president of International Political Science Association (IPSA) from 2016 to 2018. He was the Chairman of the Turkish Association of Political Sciences from 2000 to 2009, IPSA board member and vice president from 2000 to 2006 and from 2018 to 2021, respectively, chairman of the 21st World Political Science Congress from 2006 to 2009, and President of Board of Trustees of Health and Education Foundation from 2006 to 2014, and served as a board member of the Education Volunteers Foundation of Turkey (TEGV) for two terms, and was a board member and general secretary of the Global Relations Forum in the 2016-2022 period. His weekly foreign policy article is published in the weekly TR Monitor magazine, which is published in English by the same organ as Dünya Daily Newspaper, and his comments are frequently published in local and foreign television, radio, magazines and newspapers For many years, he served as a member of board of directors of TEMSA and Öner Menkul Kıymetler, at Çelebi Hava Servisi A.Ş. from 2014 to 2019 and, again, since the same year, has been serving as an independent board member at Indokordsa (Indonesia). From 2014 to 2019, he advised Ministry of Agriculture and Forest on governance as a member of Ilısu Dam Scientific Commission.
Prof. Dr. İlter Turan is currently Emeritus Professor of Political Science in the Department of International Relations of Istanbul Bilgi University. He works in fields of Comparative Politics and International Politics and published researches and books on Turkish political institutions (parties and parliament), political development and democratization, water policy, NATO and national security, relations with EU, change in international system, Turkey's foreign policy.
Prof. Dr. İlter Turan is married with one child.
Mr. Turan has been the independent board of directors member of Marmaris Altınyunus Turistik Tesisler A.Ş. since 19.03.2020.
I hereby declare that within the framework of the legislation, the articles of association, and the criteria specified in the Corporate Governance Communiqué of the Capital Markets Board, I am a candidate for taking the office as an "independent member" in Marmaris Altınyunus Turistik Tesisler A.Ş. (Company), and within this scope;
I hereby declare that within the framework of the legislation, the articles of association, and the criteria specified in the Corporate Governance Communiqué of the Capital Markets Board, I am a candidate for taking the office as an "independent member" in Marmaris Altınyunus Turistik Tesisler A.Ş. (Company), and within this scope;
This policy document describes remuneration system and practices of our board of directors' members and senior executives.
As per Turkish Commercial Code and article 12 of Articles of Association of Marmaris Altınyunus Turistik Tesisler A.Ş., a fixed remuneration is set annually at ordinary general assembly meeting for functions of board membership, effective for all members of the board of directors. The members of the Board of Directors are paid remuneration on a pro-rata basis, taking into account the time they have been in office as of the dates of their appointment and departure.
Members of the Board of Directors who assume executive duties are also paid in accordance with the policy applicable to senior executives, the details of which are explained below.
It is possible to provide those members tasked with conducting certain functions apart from board membership, for the purpose of contribution to the company's operations, with further benefits due to such function assumed by them in addition to fixed remuneration set at the general assembly, within framework of opinion of the Nomination and Remuneration Committee.
As regards to remuneration for independent members of the Board of Directors, payment plans based on the Company's performance are not used.
The expenses incurred by the members of the Board of Directors due to their contributions to the Company (transportation, phone, insurance expenses, etc.) may be reimbursed by the company.
Remunerations of Senior Executives are composed of two components; i.e. fixed remuneration and performance-based remuneration.
Remuneration and Fringe Benefits management within scope of our remuneration policy is fair and objective, recognizes high performance, and is competitive, rewarding and motivating.
Fixed remuneration of Senior Executives are determined in accordance with international standards and legal obligations, taking into account the macroeconomic data in the market, the wage policies prevailing in the market, the size and long-term goals of the company, and the positions of the persons. Remuneration policy is intended to increase employee motivation and engagement, and attract qualified employees capable of helping the company achieve its strategic business goals, taking into account intra-company salary balances and competitiveness across the market.
On the other hand, Senior Executive bonuses are calculated in line with bonus basis, company performance and individual performance in a manner that will help meet and exceed the company's business goals, rewards sustainable success and incentivize superior performance. Below is some information on criteria:
In the event our company's senior executives leave the company, they may be paid a resignation bonus, taking into account their length of service, their office term as senior executive, contribution made by them, latest target bonus prior to date of resignation, salary and bonus paid in their last year.
Total amounts determined according to foregoing principles and paid to Senior Executives and Members of Board of Directors are submitted to shareholders for information and/or approval at the next general assembly meeting.
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