Annual Report • Mar 27, 2024
Annual Report
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ALKİM ALKALİ KİMYA ANONİM ŞİRKETİ ANNUAL REPORT FOR THE PERIOD 01.01.2023 TO 31.12.2023


Esteemed Shareholders,
The last 3-4 years have been recorded as a period, in which we witnessed extraordinary and important events in the world and in Turkey. As you know, the Covid pandemic, which started at the end of 2019, made its effects felt for about 3 years. While we were experiencing the last stages of Covid, this time we witnessed the Russia-Ukraine war. As we slowly began to accept this ongoing war, we had to face the most shocking earthquake in the history of our Republic, which caused deep grief for all of us as a country in February 2023. As a nation, we are still trying to recover from the severe economic effects of the earthquake. While all these processes were taking place, we started to follow with caution the situation and the human tragedy that has been going on between Israel and Palestine since October. Of course, all these cyclical developments made their effects felt in the world and Turkish economy.
As we mentioned at our General Assembly meeting last year, the Russia-Ukraine war confronted us with significant difficulties regarding the supply from abroad of Potassium Chloride, which is the raw material required in the production phase for our Potassium Sulphate investment, which we put into operation in the last period of 2021 and which I see as the future of our Company. Unfortunately, the superior quality and reasonably priced Potassium Chloride of Russian and Belarusian origin has been placed on the embargo list by the EU and the USA. Thereupon, we quickly increased our contacts with alternative supply channels and worked intensively to include the highest quality raw materials under the most suitable conditions in our production process. We would like to share with you, our valued investors, that all our efforts will be to progress in this direction. In this sense, we have full faith that 2024 will be a year, in which the difficulties encountered so far, especially in terms of potassium sulphate production, will be overcome, will take a significant share in our total sales, and will see serious contributions to our profitability/cash cycle.
The conjuncture we mentioned above brings about a challenging environment for our industry and our
Company, as it does all over the world and in Turkey. Despite these difficulties, we completed 2023 by not reducing the profit margin below certain limits and maintaining a protected cash position in an intensely competitive environment. As Alkim Kimya, we completed the year 2023 in line with our targets, with a revenue of TL 4.026 Million and a net profitability of TL 289 Million TL on a consolidated basis.
We achieved successful financial and operational results in a period of fluctuations on this scale. At this point, we would like to sincerely thank the entire Alkim Family, who worked with great dedication and sacrifice and helped us achieve successful results during this difficult period.
As Alkim, we aim to have a year, in which we will achieve real growth in sales, production and profitability, and maintain financial discipline while optimizing our costs. While aiming to achieve these successes, the greatest assurance behind us will of course be the support of you, our valued shareholders and stakeholders.
While we continue our activities successfully with the slogan "Chemistry of Success", which is identified with the Alkim brand, we continue to work with all our strength to create added value for our country's economy. At this point, we will strive to achieve our goal of creating value for all our stakeholders, expanding our domestic and international operations, and becoming a global player in our industry with a quality-oriented production and service approach. Our company will also continue to make significant contributions to the country's economy with its high export performance, contribution to employment, environmental awareness and social awareness.
On behalf of our Board of Directors, I would like to express my gratitude to our valued stakeholders, our valued customers and our shareholders who have always supported us on this path we follow with determination, and wish them health and well-being.
Yours respectfully.
Mechanical Engineer, Chairman of the Board of Directors
| 1.6. | WEBSITE ADDRESS | :www.alkim.com |
|---|---|---|
| ÇAYIRHAN FACILITIES | Cihanbeyli/KONYA : Çayırhan Sodium Sulfate Plant, Abdioğlu Deresi Location, Çayırhan Nallıhan/ANKARA |
|
| CİHANBEYLİ FACILITIES | Dazkırı/AFYONKARAHİSAR : Bolluk Sodium Sulfate Plant, Bolluk Lake Location |
|
| HEAD OFFICE DAZKIRI FACILITIES |
: İnönü Cad. No:13 Taksim Beyoğlu/ ISTANBUL : Koralkim Sodium Sulfate Plant, Acıgöl Location |
The members of the Board of Directors were appointed for a term of office of three years at the Ordinary General Meeting held on Thursday, March 25, 2021. The names, surnames and terms of office of the members of the Board of Directors are as follows; The Board of Directors of the Company consists of nine members.
| Name and Surname | Profession | Position | Position Start Date – End Date |
|---|---|---|---|
| M. Reha KORA | Mechanical Engineer, MSc |
Chairperson | 25.03.2021 – 25.03.2024 |
| A. Haluk KORA | Mechanical Engineer, MSc |
Vice Chairperson | 25.03.2021 – 25.03.2024 |
| Arkın KORA | Physics | Vice Chairperson | 25.03.2021 – 25.03.2024 |
| Ferit KORA | Business Administration |
Vice Chairperson | 25.03.2021 – 25.03.2024 |
| Svitlana KORA | Business Administration |
Member | 25.03.2021 – 1/20/2023 |
| Kerim Oygur | Finance | 20.01.2023 – | |
|---|---|---|---|
| Member | 25.03.2024 | ||
| Tülay KORA | Business Administration |
Member | 25.03.2021 – |
| 25.03.2024 | |||
| Communication and Sociology |
Member | 25.03.2021 – | |
| E. Hale KOSİF | 3/28/2023 | ||
| Azade BAŞAĞA | Communication and Sociology |
Independent | 25.03.2023 – |
| Member | 25.03.2024 | ||
| M. C. Nazım | Mechanical | Independent | 25.03.2021 – |
| BARBAROSOĞLU | Engineer, MSc | Member | 25.03.2024 |
| Hıdır Mehmet ÇOLPAN | Banker and Bureaucrat |
Independent | 25.03.2021 – |
| Member | 9/5/2023 | ||
| Aydın Orhan | Lawyer | Independent | 10/20/2023 |
| Member | 25.03.2024 |
The chairperson and members of the Board of Directors as well as the senior executives and the auditing board members are granted the authorities to represent, manage and audit the Company in accordance with the pertinent provisions of the Turkish Commercial Code and of the Articles of Association of the Company.
The committees formed within the Board of Directors have been created as follows in line with the Corporate Governance Principles published by the Capital Market Authority, with the resolution adopted by the Board of Directors on Wednesday, March 31, 2021 pursuant to the new memberships of the Board of Directors elected at the Ordinary General Meeting held on Thursday, March 25, 2021.
| Aydın Orhan - Chairman of the Audit Committee - (Independent |
|
|---|---|
| Audit Committee | Member of the Board of Directors) |
| Members | M. C. Nazım Barbarosoğlu– Member of the Audit Committee |
| (Independent Member of the Board of Directors) |
| Corporate Governance Committee Members |
M. C. Nazım Barbarosoğlu– Chairperson of the Corporate Governance Committee (Independent Member of the Board of Directors) A. Haluk Kora - Member of the Corporate Governance Committee (Vice-Chairperson of the Board of Directors) Ferit Kora – Member of the Corporate Governance Committee (Vice Chairperson of the Board of Directors) Azade Başağa – Member of the Corporate Governance Committee (Independent Member of the Board of Directors) Aydın Orhan – Member of the Corporate Governance Committee (Independent Member of the Board of Directors) Özgür Öge- Member of the Corporate Governance Committee (Financial Affairs and Investor Relations Director) |
|---|---|
| Early Detection of Risk Committee Members |
M. C. Nazım Barbarosoğlu– Chairperson of the Early Detection of Risk Committee (Independent Member of the Board of Directors) Tülay Kora– Member of the Early Detection of Risk Committee (Member of the Board of Directors) |
The senior executives holding positions during the activity year of 2023:
| NAME AND SURNAME |
PROFESSION | POSITION |
|---|---|---|
| Nihat Erkan | Civil Service | General Coordinator - Resigned as of 31.10.2023 |
| İlhan Kınacı | Chemical Engineer, MSc | General Manager - Resigned as of 22.02.2023 |
| M.Selçuk Denizligil | Chemist, MSc | General Manager |
| Mustafa Güresti | Economics | Assistant General Manager in charge of Accounting and Financial Affairs – Resigned as of 04.07.2023 |
| Sonay Demirer | Geophysical Engineer | Assistant General Manager in charge of Sales & Supply |
| – MBA |
Chain | |
| Hakan Acun | Chemical Engineer, MSc | Operations & Business Development Director |
| Özgür Öge | Business Administration EMBA |
Financial Affairs and Investor Relations Director |
| Mustafa Gülgönül | Finance | Accounting Manager |
| Berna Sarı | Business Administration | Finance Manager |
| Mehmet Gül | Electrical Engineer | Business Manager, Çayırhan |
| Ünal Arık | Mechanical Engineer | Business Manager, Dazkırı– Koralkim Facilities |
| Talip Aydeniz | Administrative Sciences | Business Manager, Cihanbeyli |
| Galip Çavdar | Mining Engineer | Mine Affairs Director |
| Ali Murat Özçelik | Geophysical Engineer | Human Resources Manager |
There has been no amendments to the Articles of Association within the activity period of 2023.
The Company's Paid Registered Capital: TL 150,000,000.
The Company went public in 2000 by means of public offering by fully restricting the preferential rights of the existing shareholders. Alkim Kimya is listed at the Istanbul Stock Exchange under the code ALKIM.
Free Float Rate is 57.62%.
| Additional Definition Group |
Nominal | Nominal | Number / Capital |
Capital ( TL ) |
|---|---|---|---|---|
| Shares Traded in the Stock Exchange |
86,425,882 | 57.62 % | 150,000,000 | |
| Closed Shares | 63,574,118 | 42.38 % |
| Mehmet Reha Kora | 8.79 % |
|---|---|
| Ferit Kora | 7.79 % |
| Özay Kora | 7.02 % |
| Tülay Kora | 6.05 % |
Kora Holding A.Ş. 17 %
Out of the members of the Board of Directors, three members are elected among the candidates nominated by the Group "A" shareholders, two members by the Group "B" shareholders, two members by the Group "C" members, one member by the Group "D" shareholders and, one member by the Group "E" members.
The distribution of the dividends within the Company takes place according to a policy relating thereto established by the Company pursuant to the pertinent provisions of the Turkish Commercial Code and the Capital Markets Board.
In the activity period of 2023, there has been no transaction performed by or on behalf of the members of the management boards with the Company in accordance with the permit granted at a general meeting and, no such activities subject to the non-competition rules have been performed by them or on their behalf.
Subsidiaries are the enterprises where Alkim Alkali Kimya A.Ş. holds 50% or more than 50% of the shares, has the voting right for or represents or has the right to appoint the majority of the management, within the framework of the capital and management relationships, whether directly or through its other subsidiaries. The names of the subsidiaries included into the consolidated financial statements and, the shares of the parent company and of other subsidiaries in their capitals are as follows:
| Subsidiaries held by the parent |
Shares directly held by the parent (%) |
Shares indirectly held by the parent (%) |
Shares not held by the parent (%) |
|---|---|---|---|
| Alkim Kağıt | 79.93 | - | 20.07 |
| Alkim Sigorta | 50.00 | 39.96 | 10.04 |
| Activities | Country | Subject of Activities |
|---|---|---|
| Alkim Kağıt Sanayi ve Ticaret A.Ş. | Turkey | Manufacturing and sales of paper products |
| Alkim Sigorta Aracılık Ltd Şti. | Turkey | Insurance intermediary services |
Alkim Kağıt Sanayi ve Ticaret Anonim Şirketi was established in 1997 at the Organized Industrial Zone, Kemalpaşa, İzmir as a business unit of Alkim Alkali Kimya A.Ş. On June 30, 1999, after a demerger by means of capital in kind completely owned by Alkim Alkali Kimya A.Ş. it started to operate under the name Alkim Kağıt Sanayi ve Ticaret A.Ş. and, then was offered to public in November 2000 by means of a capital increase.
79.33% of the shares in the capital of Alkim Kağıt is held by Alkim Kimya and, the free float rate is 20.07%. Alkim Kağıt is listed at the Istanbul Stock Exchange under the code ALKA.
It is considered one of the important manufacturers in Turkey in the field of printing house, writingprinting and office paper. The manufacturing facilities are capable of manufacturing equipment pool featured products (such as light-weight coated paper, coated paper, ivory, glass paper, wet strength label paper, soap paper, special paper for religious books). Akredite Laboratory is the quality control laboratory.
The amount of paper produced varies depending on the type and weight of the paper, but the annual production is about 75,000 tons to 90,000 tons. One may consider that it has been operating at full capacity during the recent years.
86,827 tons of paper has been manufactured in 2023, and all the products manufactured have been sold to domestic and foreign markets.
Furthermore, Alkim Kimya, has authorized its Board of Directors for sale of a part of or whole of its shares in its affiliation Alkim Kağıt Sanayi Ticaret A.Ş. that is traded in Istanbul Stock Exchange (BİST) as per the resolution passed by the Ordinary General Meeting held on 28.03.2022, however, to date the sale of the said shares did not materialize.
Alkim Sigorta Aracılık Hiz. Ltd. Şti. examines all the technical details and assesses with great care with respect to the insurance coverage for all the factory buildings, machinery and equipment, manufacturing and storage locations, management buildings, facilities, fixed or mobile construction equipment, fixtures, inventories of raw materials and semi-finished products, transportation vehicles within the entire Group as well as the foreign and domestic transportations and shipments and, other activities and procedures relating thereto and, makes great efforts to minimize all risks in connection therewith.
Alkim Sigorta has been established to provide accurate and sufficient insurance coverage for all the economic assets of the group with a great potential and, is currently operating in good stand.
Attendance fees may be paid to the members of the board of directors in accordance with the pertinent provisions of the Turkish Commercial Code. The remunerations to be paid each year to the members of the Board of Directors are determined by means of a resolution adopted at a General Meeting upon the respective proposal of the shareholders.
Dividends up to 4% of the net profit may be distributed to the members of the board of directors based on the article 16 of the articles of association provided that this must be approved at a general meeting. However, to date this rate has never exceeded 1.5%. It is applied between 0.75% - 1%.
Executive members of the Board of Directors may be paid monthly payments not exceeding the wage of the General Manager, in accordance with the policy as set forth for the senior executives.
The remunerations paid to the senior executives are determined based on their positions, legal liabilities and seniorities. The annual determination of the said rights is based on the results and realization of the targets of the Company.
The form and amount of the remunerations to be paid are determined by the board of directors.
9 It was accepted at the General Assembly Meeting held on Tuesday, March 28, 2023 to pay a gross
remuneration of TL 13,500 per month to the members of the Board of Directors.
| Attendance fees, remunerations, bonuses, gratuities in total Allowances, accommodation, representation and insurance expenses |
: TL 27,199,330.01 : TL 693,100.85 |
|---|---|
| Total | : TL 27,892,430.86 |
Alkim Alkali Kimya AŞ Çayırhan Sodium Sulphate Plant is one of the most advantageous facilities in the Ankara / Nallıhan / Çayırhan Region, thanks to its largest reserve and logistics location. The reserve amount determined by the General Directorate of Mineral Research and Exploration ("MTA") in the mining area of 94.78 km2 and an area of 9.45 km2 by means of numerous of drillings is 192 million tons. As is known, 1/3 of glauberite is equal to pure sodium sulfate. There is tenardite ore (pure sodium sulfate), which is about 5% of the total reserve in the form of lenses not separately , calculated in the reserve calculation.
At the Çayırhan facility, the anhydrite(refined sodium sulfate) is produced by processing of the sodium sulfate solution obtained after the blasting of the side walls and the roofs of the panels formed by underground solution mining method and injecting water at certain temperature from the surface, in the crystallization and evaporation facilities.
For the patent containing our own invention in respect of solution mining, which we implement in the mine site, a use certificate was obtained from the Turkish Patent Institution in 2017.
The Çayırhan Sodium Sulfate Facility has the power plant to generate its own steam and electric energy requirement and all kinds of technical, administrative and social infrastructure installations and various by-units and all the support systems that are prerequisite for a chemical installation of this scale. The high-pressured steam generated in the powder coal fueled - viscose bedded steam boiler at our facility is passed from an opposite pressured turbine and meets 1/3 of the steam requirement necessary for the process, as well as the power requirement of the entire Facility.
Coal Consumption (2023) : Pulverized coal consumption in our Çayırhan facilities was 64,037 tons.
Electricity Consumption (2023) : Total consumption of Çayırhan Facilities is 29,623,961 kWh, Steam turbine electricity production is 11,255,707 kWh.
Fly ash shipment amount from Çayırhan Facilities (Cement Factories) (2023): 3,365.74 tons. Sodium
sulfate production in our Çayırhan Facilities was 231,460 tons for 2023.
2011 – 8,080 Tons, 2012 – 75,246 Tons, 2013 – 113,572 Tons, 2014 – 130,140 Tons, 2015 – 133,850 Tons, 2016 – 136,860 Tons, 2017 – 192,285 Tons, 2018 – 235,640 Tons, 2019 – 249,110 Tons, 2020 – 268,330 Tons, 2021 – 272,850 Tons, 2022 – 259,155 Tons, 2023 Yılı – 231,460 Tons.
Total = 2,306,578 Tons.
The Çayırhan Sodium Sulfate Facilities have the power plant to generate its own steam and electric energy requirement and all kinds of technical, administrative and social infrastructure installations and various by-units and all the support systems that are prerequisite for a chemical installation of this scale. The high-pressured steam generated in the powder coal fueled - viscose bedded steam boiler at our facility is passed from an opposite pressured turbine and meets 1/3 of the steam requirement necessary for the process, as well as the power requirement of the entire Facility. During the construction of this facility; all auxiliary units have been constructed at the size and capacity to meet the requirements of the additional investments in the following years.
Our infrastructure investments are in progress in order to increase the capacity of the Çayırhan Facilities, from 300,000 tons/year up to 390,000 tons/year.
R&D efforts to get refined anhydride sodium sulfate from glauberite mine by means of solution mining have been in progress in 2023.
The capacity utilization ratio at the Çayırhan Sulfate Facilities with the world's most modern technologies in this field has reached 85%.
For the patent containing our own invention in respect of solution mining, which we implement in the mine site, a use certificate was obtained from the Turkish Patent Institution in 2017.
The production of refined sodium sulfate, potassium sulfate, refined salt (sodium chloride) and dried salt takes place at the Dazkırı Koralkim Facilities.
Koralkim Sodium Sulfate Facility, a Natural Lake Business, covers an area of 20 km2. At the facility, there is a Sodium Sulfate Unit called K 1 and a Refined Salt Unit called K 2. 99.5% pure of anhydriderefined sodium sulfate and 99.9% pure of refined salt are manufactured, and potassium sulfate that contains at least 52% pure of K2O. The facility generates all the steam and electric energy consumed. (3,5MWh)
Glauber salt that is precipitated in the production pools located in the Acıgöl Open Pit Mine is processed at our facilities operating with the progressive evaporation process and anhydride refined sodium sulfate is obtained at minimum 99.5% of purity.
Again, similarly the raw salt (Nacl) precipitated in the ponds existing in the Open Pit Mine is fed to the staged evaporation process and, minimum 99.5% purity of refined salt (sodium chloride) is obtained.
The facilities have a steam power plant and a cogeneration system to generate its own steam and electric power. The facility generates a significant percentage of the steam and electric energy consumed. It has also all types of technical, administrative and social infrastructure facilities, various axillary units and all the supporting system that need to be within in a chemical facility of this size. Like in other facilities, the Koralkim Facilities operate under computer control.
Refined table salt and dried salt are manufactured in the Koralkim Facilities by making use of waste steam and electric power and, using special alloy evaporators and exchangers in the system. Refined sodium sulfate and refined salt manufactured in the facilities are shipped through bulk trailers and big-bags according to the requirements of customers.
The dimensions of the production ponds of our Acıgöl Open Field Operation in Dazkırı district: 13.18 km2 for crystal (Sodium Sulfate) manufacturing and, 5.53 km2 for salt (Sodium Chloride and Mixed Magnesium Salt) The lake water is first transferred to the evaporation pools and, then to the production pools for cooling during the summer months.
The sodium sulfate inside the solution is crystalized due to the cold weather during the winter months and, subsided to the pool bottom. This glauberite salt is used as the raw material for the production of sodium sulfate. It is melted, filtered and re-crystalized, and becomes refined refine anhydrite sodium sulfate by means of graded evaporation at the facilities.
The salt solution left at the surface of the glauberite salt in the production pool is transferred to the salt pools by means of channels and pumps. Raw salt is derived at the salt pools when it reaches a certain concentration due to the hot weather during the summer months.
The top solution that is left after the raw salt has been obtained and, that is purified as much as possible from sodium sulfate and sodium chloride was taken to a new pool and leveled up to the required level of concentration and settled down the pool as kainit for the first time this year. Kainit is a raw material with a high possibility of being used for the production of potassium chloride and potassium sulfate.
Refined sodium sulfate, potassium sulfate, refined salt (sodium chloride) and dried salt are produced in our facilities, and raw salt and washed salt are produced in our open field facilities.
99.5% pure of anhydride-refined sodium sulfate and 99.9% pure of refined salt are manufactured, and potassium sulfate that contains at least 52% pure of K2O.
12 At the Dazkırı Koralkim Facilities, the capacity of manufacturing sodium sulfate is 180,000 tons/years, the capacity of manufacturing potassium sulfate is 50,000 tons/year, the capacity of manufacturing dried
salt is 30,000 tons/year and, the capacity of manufacturing refined salt is 30,000 tons/year.
One of the two raw materials used in the production of potassium sulfate is sodium sulfate, which is the main activity of our company, and the other is potassium chloride imported from abroad. Since both raw materials are obtained directly from natural resources, not by chemical methods, it is a product with a very high added value, suitable for organic agriculture.
An extremely advanced technology has been preferred for the production of potassium sulfate. Alkim produced potassium sulfate is completely suitable for drip irrigation technologies in agriculture, with its high potassium oxide rate and 100% solubility in water. This product, which has an organic agriculture certificate, is used as a very valuable natural fertilizer in the market.
Production had to be temporarily suspended due to major problems in raw material supply due to the Russia-Ukraine war. However, as a result of intense efforts, the suspended production was restarted by supplying raw materials from different countries.
The most important advantage of this investment of Alkim is that it has one of the raw materials and, this fertilizer is not manufactured in Turkey and nearby geography.
The importance of potassium sulfate completely manufactured from natural resources will increase incrementally in the agricultural sector of our country.
The modern agriculture started to use advanced irrigation technologies, which has made it necessary to use the water resources of our country in an efficient manner.
In addition to being extremely suitable for organic agriculture with its high potassium oxide content and almost zero chlorine, potassium sulfate manufactured by Alkim is completely suitable for drip irrigation technologies in agriculture with its 100% water solubility feature. These properties make it very valuable natural fertilizer at the market. A superior level of quality has been achieved in the production of potassium sulfate within a very short period of time.
The Potassium Fertilizer Facility was added by the Republic of Turkey Ministry of Agriculture and Forestry to our Production License Certificate No. 872 on December 6, 2021.
With our potassium sulphate production, the needs of the domestic market are met and exported abroad. In this way, potassium sulfate that has been met by import up until today will be manufactured in our country for the first time, resulting in a great contribution to our country's economy.
Accordingly, the first export of potassium sulfate was to Egypt in January, 2022 in the amount of 475 tons. Our exports continue intensively.
As is known, both raw sodium sulfate and raw salt are obtained at Acıgöl. In other words, salt and its derivatives are produced.
At both Cihanbeyli Tersakan Lake and, Acıgöl, there are low-density potassium and magnesium derivatives at the top solution that is left after the sodium sulfate and then raw salt has been obtained. R&D studies are carried out in order to utilize these effectively and bring them into the country's economy.
Accordingly, after obtaining the raw salt, the concentration of the upper solution, which was as free as possible from the remaining sodium sulfate and sodium chloride, was increased and the trial production of kainite, which can be used in the production of potassium sulfate from this solution, was carried out. R&D efforts are in progress.
Crystal Sodium Sulphate, Refined Sodium Sulphate, Raw Salt (Sodium Chloride), Refined Salt (Sodium Chloride), Leonite (Potassium Sulphate Containing Magnesium Salt) Fertilizer, Magnesium Chloride Solution are produced in our Cihanbeyli Bolluk and Tersakan Plants. The dimensions of the production ponds of our Bolluk Lake and Tersakan Lake Operations in the Cihanbeyli district are: 5.15 km2 for crystal (Sodium Sulfate) manufacturing and, 3.72 km2 for salt (Sodium Chloride and Mixed Magnesium Salt) The capacity of melting, evaporation, drying and packaging as process at the Cihanbeyli Manufacturing Facilities is 80,000 tons/year. However, the production takes place depending on the quantity of the raw material (natural sodium sulfate crystal derived through natural ways from the pools) obtained.
Our Cihanbeyli Business' Refined Sodium Sulphate production capacity is 80,000 tons/year, Raw Salt production capacity is 25,000 tons/year, Leonite production capacity is 5,000 tons/year and Magnesium Chloride Solution production capacity is 15,000 tons/year.
The lake water from Bolluk Lake and Tersakan Lake is first transferred to the evaporation pools and, then to the production pools for cooling during the summer months. The sodium sulfate inside the solution is crystalized due to the cold weather during the winter months and, subsided to the pool bottom. This glauberite salt is used as the raw material for the production of sodium sulfate. It is melted, filtered and re-crystalized, and becomes refined refine anhydrite sodium sulfate by means of graded evaporation at the facilities.
The salt solution left at the surface of the glauberite salt in the production pool is transferred to the salt pools by means of channels and pumps. Raw salt is derived at the salt pools when it reaches a certain concentration due to the hot weather during the summer months.
At the Tersakan Lake, Konya, the solution left at the surface of the raw salt is transferred to the magnesium pools for the production of magnesium derivatives and, then the raw material obtained from the mixed magnesium pool is shipped to the factory for the production of leonite fertilizer.
And the magnesium chloride solution is evaporated as a raw material or partially, processed accordingly and, sent to the locations where it is to be used.
In addition, in order to utilize this pure Magnesium Chloride resource more efficiently, we can start producing Mg.oxide, which is a very high added value product.
Mg.oxide (MgO) is a versatile compound used in a variety of industrial and medical applications.
At the Konya Cihanbeyli Bolluk Facilities, the crystal (glauber salt) obtained from the open site operations located in Tersakan and Bolluk Lakes is processed through the progressive evaporation process and anhydride - refined sodium sulfate product is obtained. These facilities have a power plant generating its own steam and electric power and also employ all technical, administrative and social infrastructure facilities as well as various auxiliary units and all supporting systems, which should be employed in a chemical facility of that size. Alkim Alkali Kimya's entire facility is operating under computer control. The high pressured steam generated at the power plant of our facility is initially passed from an opposite pressured turbine and both the steam requirement necessary for the process is met, and also the power necessary to partially meet the power requirement of the entire facility is generated. Sodium sulfate of high quality produced is shipped to the market in bulk or in Big Bags of 1 – 1.5 tons and other normal bags.
Leonite fertilizer (magnesium-potassium sulfate) is manufactured with the help of a special process applied by Alkim by means of making use of excess of the steam energy from the Bolluk Facilities.
14 Magnesium chloride solution used by the general directorate of highways and municipalities to prevent
icing on roads is manufactured with the necessary concentration and content at the magnesium chloride evaporators integrated within the Bolluk Facilities and, transferred to the consumption points by tankers.
The increase in quality and production efficiency in magnesium chloride solution production over the years has led to an increase in demand. Another known fact is that it is nature-friendly. It is possible to produce Magnesium Chloride solution for 12 months if desired, apart from stocking in production, and there is no raw material problem regarding production.
Magnesium sulfate and crystal magnesium chloride as well as magnesium oxide have been manufactured in the Bolluk Facilities as a pilot plant. Organic Domestic Goods Production Certificate and TSE-EN 14016-1 product conformity certificate are available for magnesium chloride solution.
Lithium (950 ppm) reached its highest concentration in this last pool. R&D studies continued for the Lithium element, which was detected in the analyzes made from the bottom mud of Tersakan Lake in previous periods.
This winter season, around 45,000 tons/year of refined sodium sulfate was obtained by processing the raw materials obtained from the production pools of our Tersakan and Bolluk facilities. Production of Refined sodium sulfate, Raw salt, Leonite and Magnesium derivatives continued in our Cihanbeyli facilities in 2023.
Our sodium sulfate business are located, Çayırhan, Ankara; Dazkırı, Afyonkarahisar and, Cihanbeyli, Konya. Sodium sulfate is manufactured at the business located in Çayırhan, Ankara, sodium sulfate and salt at the business located in Dazkırı, Afyonkarahisar, sodium sulfate as well as salt, magnesium chloride, magnesium sulfate and leonite fertilizer at the business located in Cihanbeyli, Konya.
Sodium sulfate, sodium chloride and magnesium components considered to be the main business operations of Alkim are manufactured in lake and underground mines licensed for a long period.
Total area of the manufacturing and preliminary evaporation ponds and storage & transfer ponds and channels in the lake plants of the Company (saltpans) is about 28 km2. In our mining facilities, we have all types of heavy construction machines, 16 jumbo drillers, road headers, excavation machines, loader, dozer, heavy tractors, normal and swamp type excavators, trucks, light trucks and pick-ups, freight train, etc. general and special service type vehicles and machines belonging to our company.
All precious equipment, tools, devices, facilities, storages, bunkers, various service workshops, administrative buildings, lodging buildings etc. are completely owned by the Company.
The world's sodium sulfate production is 24 million tons per year. Asia represents 61% of this production with the capacity of 13.7 million tons per year. Chine is the world leader in respect of the production of sodium sulfate, and it is followed by Spain with a capacity of 1.8 million tons per year. Turkey is the second largest manufacturer in Europe after Spain and, the largest manufacturer in the Middle East.
Sodium sulfate (Na2SO4) represents the main production of Alkim. Sodium sulfate is one of the raw materials used to manufacture natıral potassium sulfate and at the sectors of detergent, paper, glass, textile, chemical and animal feed . It is used during the process to obtain pulp at the paper industry; as a main filling agent and auxiliary product for bleaching at the detergent industry; as homogenizer and air bubble preventer at the glass production industry. Besides, it is a basic raw material for the animal feed industry and for the production of various chemicals. And for the textile industry, which is an important area of usage, it is used to ensure that dark colored dyes are homogenous and permanently attached to the fabric at the dyeing plants.
15 The operations that started when H. Vedat Kora, the founder of the company, obtained licenses for
Acıgöl, Afyon in 1952, have continued at Bolluk Lake in Cihanbeyli, Konya in 1956 and, at Tersakan Lake in Cihanbeyli, Konya in 1960. These licenses obtained for the business operations are one of the first mining licenses obtained in the republic period.
As a result of the acquisition of the site found by MTA in the district of Çayırhan, Ankara in 1992 as a result of a tender, sodium sulfate started to be obtained from the underground reserves of glauberite.
Production is realized through the collection of the raw-material (glaubersalt) formed by transferring the waters (solutions) of the Tersakan and Bolluk in Konya-Cihanbeyli and of the Acıgöl in Afyonkarahisar-Dazkırı Lake establishments, containing alkaline salts into the large production ponds (Saltpan Method) and subjecting to evaporation here, thus increasing the concentration and in cold weather conditions by special methods and transportation to our Sodium Sulfate Facilities in order to be processed. At the Sodium Sulfate Facility in Çayırhan, sodium sulfate solvent are obtained by means of melting the glauberite cores that are partly brought to surface through underground solvent mining at the mechanical melting facility and, the processing thereof is realized at the crystallization and evaporation units.
The total manufacturing capacity of sodium sulfate at all the facilities when measured by the machine equipment capacities is 470,000 tons/year. However, the Business Units in Cihanbeyli and Dazkırı works with the crystal sulfate raw material naturally derived from the bitter lakes therein, the actual production amounts are in proportion to the raw material amounts derived during the current season. Since the raw material is derived at the discretion of our company from the definite reserve underground at the business unit in Çayırhan, which is the largest one within the organization of our company, these facilities located therein operate at full design capacities.
In the Acıgöl facilities, the total area of sodium sulfate manufacturing ponds is 5,400,000 m2 while the pre-evaporation bonds are located in an area of 7,780,000 m2. The total area of salt manufacturing ponds is 4,208,000 m2 while the salt pre-evaporation bonds are located in an area of about 1,324,000 m2. Normal lake operation activities are continued on an area of 18,712,000,m2 (18.7 km2) in total. The operations in the Lake Tersakan and the Lake Bolluk facilities are carried out in twelve manufacturing ponds located in a total area of 8,875,000,m2. The method of underground solution mining is applied for the production in the Sodium Sulfate Mining Site, Çayırhan.
Sodium chloride (salt) is manufactured in natural lake environment at our Acıgöl Facility located in Afyonkarahisar – Dazkırı, Tersakan Lake Facility and Bolluk Lake Facility located in Konya – Cihanbeyli.
Raw salt is used in the textile and chemical industries, dried salt is in the pickled products and animal feed additives and, refined salt is used as industrial salt and food salt.
There is a production capacity of about 25,000 tons of raw salt in total per year on the salt production site at the Lake Business Units in Cihanbeyli, Konya (3.72 km2) depending on the amount of the top solution of the crystal sulfate derived in the previous season.
Since there are major similarities between the production process of sodium sulfate and the production process of refined table salt at this factory, it is possible to process the raw salt manufactured at the Lake Tersakan in order to get refined table salt at the same facility.
The size of the pre-evaporation ponds used for raw materials in the Acıgöl facilities located in Dazkırı, Afyonkarahisar is 1.32,km2 while the size of the total manufacturing ponds is 4.20 km2 and, the size of the ponds in total is now about 5.53 km2. Our production capacity of raw salt per year herein is about 200,000 tons depending on the amount of the top solution of the crystal sulfate derived in the previous season. At the Salt Manufacturing Facility, which has been integrated into the main production process of our Dazkırı Sodium Sulfate Facilities, daily 115 tons and annually 35,000 tons of refined salt as well as daily 90 tons and annually 30,000 tons of dried salt can be manufactured.
Alkim has a food certificate for the salt manufacturing.
Alkim has completed the salt investments and the construction of the planes salt production pools, which it had started in 2002 when the Monopoly Law was amended, in 2004 at the business in Cihanbeyli, Konya and, then in 2005 – 2006 at the business in Acıgöl, Afyon. Raw material is released to the market partially on as is basis and partially processed in the various forms of finished salts such as washed salt, dried salt, refined salt. The salt manufactured in these methods conform the requirements of the TSE and the Turkish Food Codex in respect of quality.
Liquid magnesium chloride (MgCl2) is manufactured in the lake facilities, in addition to normal sulfate and raw salt operations performed therein. This product is used especially for the manufacturing of fireresistant sheets. Magnesium chloride solution that has been for many years in developed countries for anti-icing on roads has started to be used in our country for the last a few years; the demanded quantities increase year by year.
Alkin manufactures Leonite (Potassium Sulfate Fertilizer Containing Magnesium), which has not been manufactured in Turkey up until today and, which plays an important role for the growth of chloridesensitive plants such as citrus fruits, tobacco, cotton, corn, banana and tea, and possesses a certificate for "Suitable for Organic Agriculture". The manufacturing capacity of leonite is 5,000 tons/ year.
Potassium sulfate is a very valuable potassium source for the soil. The root and structural health of plants and their durability against diseases or harsh seasonal conditions are directly depending on the amount of potassium they could reach. Potassium has a strong impact to get vivid and physically voluminous vegetables and fruits with beautiful colors and also better taste. As a matter of fact, "chlorinefree potassium sulfate" should be used for the protection of certain vegetables and fruits. Potassium also supports the productivity of the soil. With the natural potassium sulfate we started to manufacture by means of using natural raw materials, we have brought this valued nutrition for the soil which is the need of our country to the farmers.
Potassium sulfate completely soluble in water is the right choice for the drip irrigation systems.
Potassium sulfate from Alkim is natural, has a very high rate of K2O and purity, has almost zero chloride, contains no heavy metal, no acid, is pH neutral, soluble 100% in water, EKOTAR certified and suitable for organic agriculture.
Sodium sulfate is a very important raw material used in particular in the powder detergent and glass industries as well as the paper, textile dyeing and animal feed industries. It is an essential content for the manufacturing of powder detergents and, found in the formulations of laundry detergents as a filling material. In addition, it ensures that all the raw materials of the powder detergent are in the package in a certain balance. And it acts like a catalyst when the detergent contacts the water. For the paper industry, sodium sulfate is the most important raw material used for the production of pulp, which is the raw material of paper and, for cooking the fibers. It has also a critical function in the production of frits for the glass industry. Use of sodium sulfate in the textile industry ensures that the dye passes through the fabric in a homogenous manner.
The permanent customers of Alkim Alkali Kimya A.Ş. are: All of the detergent producers in our country. (Türk Henkel, Procter & Gamble, Hayat Kimya, ABC, etc.) In the export market on the other hand, the glass and detergent factories in Ukraine, Romania, Bulgaria, Greece, Lebanon, West and South Africa, Ivory Coast, Angola, some countries in Central Africa, Morocco, Algeria and Egypt are the directly permanent customers. About 32% of the production has been exported depending on the domestic consumption in 2023.
It is the basic and primary policy of Alkim to meet the requirements and demands for sodium sulfate in Turkey. Since this matter is always in the first priority in the sales planning, our amount of export and the share of export in our sales can vary according to the domestic demand in the related period.
We are in the leading position in the large production market (high quality and natural sulfate) in Turkey and nearby geography .
The powder detergent industry is the largest area of use for sodium sulfate. Consumption of detergent varies depending on the population and use of washing machines in the countries.
A considerable amount of powder detergent formulations manufactured in our country is composed of natural sodium sulfate from Alkim. The Middle East is an important market considering the fast population increase and increasing number of washing machines used therein.
According to surveys carried out by detergent manufacturers, the annual consumption of detergent per person is estimated to be 7 kg and, an about 25 kg of detergent be consumed in each house in our country that is expected to have a population of 100 million people by 2050. All the detergent manufacturers in our country are the permanent customers of Alkim.
As the use of sodium sulfate in detergent increases in our country and in the middle east in parallel with quickly increasing population therein, it is notable that sodium chloride started to be used as filler in some certain brands for the last two years. In the laboratories of our company, detailed analyzes of all powder detergent brands on the market are carried out, and the rate of sodium sulfate and sodium chloride changes in their formulations is monitored in what direction and at what speed.
In addition to sodium sulfate, we also manufacture considerable amount of raw salts, washed salt, dried salt (industry type salt) and refined common salt. Salt (NaCl) is a very important product in the textile, chemical, health and animal feed industries and also used as defroster.
This product of perfect quality manufactured at our potassium sulfate facility commissioned as of November 2022 is in progress. Potassium sulfate is a very valuable fertilizer for the soil. In addition to being extremely suitable for organic agriculture with its high potassium oxide content and almost zero chlorine, potassium sulfate manufactured by Alkim is completely suitable for drip irrigation technologies in agriculture with its 100% water solubility feature. Our potassium sulphate, which has a much higher added value than sodium sulphate, has attracted great interest in both domestic and international markets from the very first moment it was produced, and the demand from the market is increasingly continuing.
We continue to produce Magnesium chloride (MgCl2), which is used in the production of anti-icing and fire/burn-resistant wall panels on highways.
On the sodium sulphate side, Alkim continues its shipments both in packaged form and in bulk with silobuses. We also ship our products on "continuous – 7/24 and on demand basis" request through the warehouse – Sulfate Transfer Line in Muallimköy- Gebze. Considerable amount of the sales is affected under annual contracts.
Our potassium sulphate sales are prepared in 25 kg sacks or big bags and delivered to our customers.
Alkim performs all its domestic and foreign sales by itself and there is no separate sales-marketing company.
The prices of sodium sulfate, potassium sulfate and leonite are determined as per the leonite global market conditions, while the prices of salt are determined as per the domestic free market conditions.
| ALL FACILITIES | 2022 Tons | 2023 Tons |
|---|---|---|
| Standard+Granular Type Sodium Sulfate | 400,294 | 354,959 |
| Potassium Sulfate | 2,236 | 9,453 |
| Powdered Sulfate | 0 | 551 |
| Raw Salt | 194,279 | 167,028 |
| Washed Raw Salt | 153,559 | 151,870 |
| Dried Raw Salt | 28,042 | 28,490 |
| Refined Salt | 2,803 | 0 |
| Anhydride Sodium Chloride | 977 | 5,215 |
| Raw Potassium Salt | 0 | 56 |
| Magnesium Chloride Solution | 4,870 | 0 |
| Leonite | 1,217 | 0 |
| Gypsum | 47,845 | 0 |
| ALL FACILITIES | 2022 Tons | 2023 Tons |
|---|---|---|
| Standard+Granular Type Sodium Sulfate | 395,230 | 349,459 |
| Commercial Type of Sodium Sulfate | 4,929 | 0 |
| Total Sales of Sodium Sulfate | ||
| Commercial Refined Salt | 152 | 363 |
| Commercial Raw Salt | 0 | 513 |
| Trade Goods Sales | ||
| Potassium Sulfate | 3,518 | 8,156 |
| Powdered Sulfate | 0 | 457 |
| Raw Salt | 59,134 | 5,775 |
| Washed Raw Salt | 120,793 | 119,227 |
| Dried Raw Salt | 27,694 | 29,032 |
| Refined Salt | 1,107 | 625 |
| Anhydride Sodium Chloride | 1,483 | 5,144 |
| Magnesium Chloride Solution | 4,493 | 1,692 |
| Leonite (K2SO4 containing Mg. Salt) | 1,072 | 469 |
| Gypsum | 47,845 | 0 |
| Raw Potassium Salt | 0 | 52 |
Our export sales are made by means of cash against documents, cash against goods, confirmed letter of credit or cash in advance before the loading according to the condition of the respective country and customers.
The internal control mechanism of our company is being conducted by committee responsible for the auditing and comprising of the members eligible to be independent members amongst the members of the existing board of directors. The said committee has charged the auditing group in the matter of supervision of the setting up of the internal auditing mechanism and control of its effectiveness. The auditing group audits the internal control mechanism in determined periods as per the annual auditing plans that it has obtained the approval for and notifies the upper management of its opinions on the matters that it observes. The audit committee, in turn, investigates the said matters and makes suggestions for the board of directors. The committee in charge for the audit considers such opinions and provides information with respect to the required precautions to the general manager.
The investment expenses made in all the businesses of Alkim Kimya in 2023 are TL 130.521.336 in total.
In the 2023 activity period of our company; the sales and production targets planned in line with the requirements of our customers have been fulfilled and in the consolidated financial statements, the profit before tax is TL 221.095.200 and, the net profit of the period is TL 289.179.294
All the ratio calculations for the financial structure of the Company are detailed in the section 6.6 hereof. As of the activity period of 2023, the consolidated turnover is TL 4.026.322.049 and, the gross profit from commercial activities is TL 796.619.701
As of today, the capital is not unreturned and, the consolidated equity is TL 2.746.594.963 (the portion thereof representing the main partnership is TL 2.565.452.718). The financial debts/ equity ratio is 3%.
Due to the strong financial structure of the company, there is no need for additional improvement.
The liquidity ratio is 1.49%. The registered capital of the parent company is TL 150,000,000.
The "Profit Distribution Policy" of our Company is determined according to the Law of Capital Market, relevant communiqués, Turkish Trade Law and corporate governance practices.
There is no privilege with respect to the dividends among the share types and, each shareholder is entitled to dividends in proportion to the shares held by him/her in the capital.
Considering the benefits of the shareholders and of the Company in accordance with the approvals of the board of directors and the general meeting of shareholders as well as the applicable legislations, the determination of the proportions of the payments of the dividends in cash is based on the financial structure, liquidity status and investment requirements of the Company and, it is principle to make distributions as much as possible. The Profit Distribution Policy can be found at our corporate internet site.
The capital adequacy of the company has been evaluated as per the Turkish Commercial Code No. 6102, article 376 and the respective regulations, which has resulted in the fact that the capital is not uncovered and it is sufficient. Some financial ratios and basic indications calculated based on the information contained in the financial statements independently audited are as follows:
INVESTOR RELATIONS
| 2022 | 2023 | |
|---|---|---|
| LIQUIDITY RATIOS | ||
| Current Ratio | 3.27 | 2,64 |
| Liquidity Ratio | 1.81 | 1,49 |
| Cash Ratio | 0.59 | 0,95 |
| FINANCIAL STRUCTURE RATIOS | ||
| Total Liabilities / Equity | 0.40 | 0,29 |
| Total Financial Debts / Equity | 0.05 | 0,03 |
| Short Term Liabilities / Total Assets | 0.23 | 0,21 |
| Long Term Liabilities / Total Assets | 0.05 | 0,01 |
| Tangible Fixed Assets / Equity | 0.27 | 0,47 |
| PARENT PROFITABILITY RATIOS | ||
| Assets / Profitability Ratio | 0.38 | 0,08 |
| Equity / Profitability Ratio | 0.54 | 0,11 |
| Gross Profit Margin | 0.32 | 0,20 |
The management policy for the financial risks is set by the financial department under the control of the senior management in accordance with the policies and strategies approved by the board of directors. The Board of Directors prepares the principles and policies with a general coverage in order to manage, in principal, the exchange, interest and capital risks and, follow the financial and operational risks.
It holds regular meetings and reports to the Board of Directors for the purpose of the early detection of the risks that would jeopardize the existence of the company, its development and continuation in accordance with the regulations related to the corporate management of the Turkish Commercial Code and The Capital Market Board, the required precautions related to the determined risks and the implementation of the remedies and the management of the risk. In addition, it advises the opinions to the Board of Directors with the purpose of determining the risk limits, defining, assessing and managing the risks and, carries out the required investigations on the subject of compliance with the limits.
Since the production and sales - supply and demand balance in the sodium sulfate sector, which is the main field of activity of our company, is settled on a global basis, there are no rapid fluctuations in prices as in some other commodities.
On the other hand, it is noteworthy that sodium chloride has started to be used as a filler substance in some brands in the last two years. In the laboratories of our company, detailed analyzes of all powder detergent brands on the market are carried out, and the rate of sodium sulfate and sodium chloride changes in their formulations is monitored in what direction and at what speed.
In order to continue the development and growth of our company and to go beyond the production of sodium sulfate, which it is now specialized in, by using this main product as a raw material, it had made R&D conflicts for a long time and decided to produce potassium sulfate with the thought of what we can do with a much higher added value and which cannot be obtained in our country and in our nearby geography. Our SOP (Potassium Sulphate) Facility, which we completed on time with great success under pandemic conditions, was commissioned in November 2021.
Our product, which was obtained in excellent quality in this new facility, has begun to be put on the market. We work with leading distributors on potassium fertilizers. Our potassium sulphate, which has a much higher added value than sodium sulphate, has attracted great interest in both domestic and international markets from the very first moment it was produced. Potassium sulfate is a very valuable fertilizer for the soil. In addition to being extremely suitable for organic agriculture with its high potassium oxide content and almost zero chlorine, it is completely suitable for drip irrigation technologies in agriculture with its 100% water solubility feature.
It is expected that our potassium sulfate production and sales will contribute significantly to our company's turnover and profitability.
All the ratios are detailed in the section 6.6 hereof. In addition, the section 4.3 hereof indicates the production and sales figures in comparison with the figures achieved in the previous year.
The main activity of our company is the production of the sodium sulfate, sodium chloride (salt), potassium sulfate and magnesium containing components in the lakes and underground mines for which we received long-term privilege licenses within the frame of the Mining Law.
Alkim is the largest manufacturer in Turkey for sodium sulfate, which is an indispensable raw material for many industries and, also one of the largest sodium sulfate manufacturers in the world. Alkim is the second largest manufacturer in Europe. In addition, it is a member of the European Chemical Industry Council (CEFIC) and of the Sodium Sulfate Producers Association (SSPA).
All companies organized in a well-established corporate structure require some certain functions and abilities from suppliers. Among the qualifications sought for is a Quality Management System in the facilities, where the production takes place. Therefore, our company that maintains a successful corporate structure is the world's first corporation to possess the "TS ISO EN 9001:2008 Quality Management System' that is the basis of the management systems in the sodium sulfate manufacturing sector. Our company started this journey of quality with TSE in 1996 and, documented it with the TS EN ISO 14001:2004 Environmental Management System in , 2011 proving the importance it attaches to the environment at national and international levels. Further, it also obtained the TS 18001:2008 (OHSAS) Occupational Health and Safety Management System Certification proving the value it gives to the concept of Occupational Health and Safety.
23 Alkim is being evaluated in the trustworthy suppliers category due to the fact that whole of the properties
sought for the suppliers especially by our international customers are being applied in our company.
In addition to the ISO and EIE certificates the company activities have been approved by Sedex and Achilles. These certificates are requested by some international customers.
Alkim's products are fully derived from natural sources and thus not chemically classified and exempted from the applications of REACH (Registration, Evaluation, Authorization and Restriction of Chemicals).
69% of sodium sulfate produced in Europe is consumed by the detergent manufacturers. Further, 9% of sodium sulfate is consumed by the chemical industry, 8% by the glass industry, 4% by the textile industry and 3% by the paper industry. 7% of the total production is consumed by other industries.
The area where the sodium sulfate is consumed the most is the production of laundry detergent. The ratio of the consumption of detergents varies depending on the population of the respective country and the mechanization ratio therein. The detergent consumption has already reached a certain level in developed countries, while it is gradually improving in the Middle East and Africa, where Turkey takes the most strategic point in terms of location.
It is expected that the detergent industry will grow and, thus the consumption of sodium sulfate will increase and, it is foreseen that the consumption amount will significantly increase as the number of washing machines used in houses rises. This indicates that the Middle East and Africa are a large and significant market for the consumption of sodium sulfate.
Alkim has always pursued such a policy balancing the production capacity of sodium sulfate and the demand amount.
Our potassium sulfate facility commissioned as of the end of 2021 is a factory equipped with high technology and, it is superior in terms of productivity compared to the equivalents in the world. As a result of the embargo imposed in 2022 due to the Ukraine-Russia war, our facility could not operate for most of the year as raw material supply could not be ensured. We anticipate that this investment will be clearly reflected in our financial statements in 2024.
During the activity period of 2023, the sworn public accountant audits have been conducted within the frame of independent external audit and finance terms of the CMB.
The Company did not realize any acquisitions for its own shares during the activity period of 2023 and in the previous periods and there is no acquisition.
There is no legal action against the Company that may affect the financial position and operations of the parent company.
Legal proceedings and judicial process are in progress for the receivables of Alkim Kağıt Sanayi ve Ticaret AŞ' an affiliate of the Company, from a main dealer. All respective developments are transparently and publicly shared by the Company with the investors through the Public Disclosure Platform. Provisions were set aside in 2015 and 2015 for this receivable.
24 There is no action within the Company contrary to the pertinent legislation. The management board and
the members thereof strictly comply with the pertinent provisions of the applicable legislations and there have been no administrative and judicial sanctions on the management boards and the members thereof.
The targets set in the previous periods have been achieved and the resolutions adopted in the general meetings (dividend distributions, managerial policies) have been enforced in specified periods.
The Ordinary General Meeting of Alkim Alkali Kimya A.Ş' for 2022 has been held on the date of 28.03.2023 at 14:00 hours at The Marmara Taksim İstanbul. The invitation for the meeting has been announced at least 21 days prior as provided by the law and the main articles of association and as to contain the agenda and the modification text, in the Turkish Trade Registry Gazette's issue dated 3 March 2023 and number 10782; in a national newspaper dated 3 March 2022 and in the corporate website of http://www.alkim.com; furthermore by notifying the meeting date, venue, agenda and modification text by registered mail to the shareholders that are registered in the share book.
The Ordinary General Meeting has been realized with the participation of the shareholders representing the 77,593,407.69 TL portion of the 150,000,000 TL shares and within the electronic general assembly applications and the results of the General Assembly Meeting has been disclosed to the public at the address of http://www.kap.gov.tr on the date of 28.03.2023.
There has been no extraordinary general meeting within the activity period of 2023.
In the activity period of 2023, the donation and grant of TL 910,000 have been made.
There is no marketable security issued by the Company.
None.
There is no commercial or financial relation with Alkim Kağıt Sanayi ve Ticaret A.Ş. There is a commercial relation with Alkim Sigorta Aracılık Hizmetleri Ltd. Şti. due to the insurance services; however, there is no financial relation therewith.
Our company closely monitors any legislative amendments that may affect the activities and, there has been no such amendment that may significantly affect the activities within the activity year of 2023.
Not applicable.
Alkim Kağıt Sanayi ve Ticaret A.Ş. has been an important bond paper manufacturer in Turkey from the incorporation up until today. Alkim Kağıt manufactures high-grade paper pulp, coated paper and photocopy paper and, serves to the printing and packaging industry. The paper manufactured in this manner is packaged within the converting facilities in the required sizes for the printing, press and similar consumers. High-quality photocopy papers prepared at the A3-A4 production line, one of the most important departments of the facility, are highly preferred and intensively demanded at in the local and foreign markets.
88,180 tons of gross productions were achieved in 2023 and, all the products have been sold to domestic and foreign markets, which resulted in a turnover of TL 2.399.955.716 and, the profit before tax of TL 186.147.956 and, the net profit for the period of TL 105.967.397
The average number of personnel of the Company as of Sunday, December 31, 2023 is 225 (Average number of personnel is 211 as of December 31, 2022) Alkim Kağıt made an investment expenditure of TL 83.784.041 in 2023.
In addition, expenses for underground and above ground arrangements, buildings, machinery, equipment and fixtures amounting to TL 22.833.303 (2022: TL 8,449,808) have been made.
| 01 January - 31 December 01 January - 31 December |
|||
|---|---|---|---|
| 2022 | 2023 | ||
| Attendance Fees to the Board of Directors | TL 726.300 | TL 1,296,000 | |
| Remunerations | |||
| Senior Executives Remunerations | TL 8,958,438 | TL 19,122,294 | |
| Board of Directors Dividends | TL 1,382,584 | TL 1,812,995 |
Our facilities established with a maximum design capacity of 55,000 tons/year, where high-grade printing, office papers are manufactured, have achieved to employ such technological advances and high level of productivity to compete with the largest paper facilities in Europe within a period of 10 years based on technology investments starting from the very beginning.
As a result of revisions in respect of productivity and capacity increases starting from 2000, the actual annual capacity reached 80,000 tons/year and, thereafter increased to an amount of 90,000 tons/years with continuous capacity improvements during 2011, 2013 and 2014.
In the paper production facilities, the annual capacity may vary depending on the type and weight in grams of the products. The major portion of our production and sales is composed of high-grade and photocopy paper in 70-80 gr/m²; however, our factory also produces paper in different weights within 60 gr/m² – 240 gr/m².
Every phase of the production in the Alkim Paper Facilities is being controlled by DCS (Distributed Control System) and QCS (Quality Control System), the production is made in the utmost quality and supplied for the services of the printing sector. The papers manufactured with these systems are of high quality as per the respective paper standards. The following types of papers are manufactured at this facility: high-grade offset, photocopy, single and double sided coated papers within a range from 60 gr/m2 to 220 gr/m2.
The range of production includes label papers, soap packaging papers, envelope papers and blueprint papers, white kraft papers, cup papers and ivory papers.
Alkim Kağıt Sanayi ve Ticaret A.Ş. realized full capacity production and sales also in 2021. Paper manufactured in our facilities using the products, storage, inventory control system is automatically controlled from all stages of the production to the delivery to the customers by means of a barcode system and, all measures are taken for customer satisfaction. Alkim Kağıt generates steam electricity power for its own requirements with two cogeneration plants with a total generation capacity of 10.7 MW. Since the very beginning, Alkim Kağıt attaches great importance to the nature and environment and, holds the certificates ISO 9001, ISO 14001, ISO 50001, OHSAS 18001 as well as FSC certificate.
Alkim Kağıt decided to purchase a second paper machine with equipment that can produce high grammage in 2022 and has an additional capacity of 125,000 tons / year. Machinery and equipment have been brought to the country and work continues during the construction phase.

Alkim Sigorta Aracılık Hizmetleri Ltd. Şti. was incorporated in 04.12.2002 with a total capital of TL 20,000 subscribed by Alkim Alkali Kimya A.Ş. at 50% and by Alkim Kağıt Sanayi ve Ticaret A.Ş. at 50% and, the capital was increased to TL 80,000 in 2008 upon the resolution of the board of shareholders. The said capital increase was registered on 24.10.2008 and the resolution thereon was published on the Turkish Trade Registry Journal, issue no. 7179 on 31.10.2008.
It has increased its capital to TL 100,000 upon a resolution adopted at a general meeting held in 2014 using the retained profits from 2012, the said capital increase was registered on 21.05.2014 and, published through the Turkish Trade Registry Journal, issue no. 8577 on 27.05.2014.
Alkim Alkali Kimya A.Ş. was elected by the Board of Shareholders as Company Manager in line with the resolution adopted at the ordinary general meeting held for 2023 for a term of office of 1 years to carry out the business operations of the Company and, Berna Sarı was appointed to represent the said legal entity and, Deniz Yücel Alarçin was appointed as Insurance Agency Manager.
The right to act as an agency has been withdrawn from Anadolu Anonim Türk Sigorta Şirketi and Allianz Sigorta A.Ş. as of December 2002.
Pursuant to a resolution adopted at the Ordinary General Assembly Meeting held on 15.03.2023, during which the business operations in 2022 were deliberated upon, the profit for 2022 was not distributed to the shareholders but maintained within the company.
Alkim Sigorta has been established to provide accurate and sufficient insurance coverage for all the economic assets of the group with a great potential and, is currently operating in good stand.
The portfolio size of Alkim Sigorta Aracılık Hiz. Ltd. Şti. in respect of the insurance values as of the end of 2023 is TL 811.46 million and, maintains its status as a "big corporate agency" in the insurance sector with a portfolio size of about .- TL 9,203,026 in respect of the gross amount of the policies.
On 18.04.2022, a Service Agreement Elementary Insurances Consultancy was entered into IBS Sigorta ve Reasürans Brokerliği A.Ş. Insurances that could not be proceeded with Anadolu Insurance or Allianz Insurance through our agency, are processed through IBS Insurance. Our portfolio on the side of IBS Insurance is TL 7,33 billion in terms of insured amount, and about TL 39,962,095 in terms of net premiums.
The majority of our customers is group companies.
| Portfolio Distribution as of the end of 2023 |
On the basis of Insurance Value |
On the basis of Insurance Premium |
|---|---|---|
| ALKİM ALKALİ KİMYA AŞ | 329.41 Million TL | |
| ALKİM KAĞIT SANVE TİCAŞ | 304.59 Million TL | |
| OTHER COMPANIES AND PERSONS | 177.46 Million TL | |
| TOTAL PORTFOLIO SIZE | 811.46 Million TL | 9.20 Million TL |



a) Alkim has established its understanding on management on the principles of equality, transparency, accountability and responsibility. Our Company attaches great importance to the compliance with the respective regulations of the Capital Markets Boards (CMB) in its corporate governance applications. The corporate governance applications implemented within the framework of the Capital Market Board's Legislation, has great importance for the sustaining of the Alkim Alkali Kimya A.Ş. activities in an efficient and transparent manner and to provide the highest added value for its shareholders. The corporate governance compliance reports issued using the templates of the Corporate Governance Report (UFR) and of the Corporate Governance Information Form (CGIF) available on the Public Disclosure Form (PDP) as per the resolution no. 2/49 adopted by the Capital Market Board on 10.01.2019 have been published on the PDP. The Corporate Governance Compliance report (URF) and the Corporate Management Information Form (CMIF) are made available through www.kap.gov.tr.
Under the scope of the Corporate Governance Communique Serial No. II-17.1 that entered into force in 2022, all the mandatory principles have been fully complied with, while most of the non-mandatory principles have been complied with. Although it is intended to be fully in compliance with the nonmandatory Corporate Governance Principles, this full compliance has not been achieved yet due to various reasons such as difficulties experienced in the application of some principles, ongoing discussions continued in our country at both the national and international platforms in respect of compliance with some certain principles and, since some certain principles do not match with the current structure of the Company. Studies are in progress on the principles not fully put into practice yet, which will be assessed to decide if they need to be put into practice as a result of the evaluation carried out administratively, legally and technically in a way as to contribute to the efficient management of our Company.
b) Our clarifications concerning the said non-mandatory principles not applied by the Company yet are as follows:
- Principle no. 1.5.2: Minority rights has also been granted to those holding less than twentieth of the capital as per the articles of association and, extended the scope of the minority rights under the articles of association.
Remarks: Because of assurance concerning minority rights pursuant to the Turkish Commercial Code, the Capital Market Law and other applicable regulations, our Articles of Association has no provision intended to grant minority rights to those holding less than twentieth of the capital and, extended the scope of the minority rights thereunder.
- Principle no. 2.1.4: The information contained on the corporate website of the company is also prepared in foreign languages selected according to the needs with the same content as the Turkish version.
Remarks: Although most of the Turkish content is translated into English, some documents are submitted in Turkish on the website. It is planned to pay attention to ensuring that the information on the corporate website is also shared in English thereon with the same content of the Turkish text thereof.
Principle no. -3.2.1: The participation of the employees in the management is regulated under the articles of association or by means of internal directives.
Remarks: Through the open door policy applying in the company and the information meetings held with the participation of the employees, the employees are indirectly participating in the management, but this is not regulated under the articles of association and internal directives.
- Principle no. 4.3.9: A target for the percentage of the female board members has been set as 25% at minimum and, a policy has been crated to attain this target.
Remarks: A percentage of 25% at minimum for the female board members has been considered. The percentage of the female board members in the company is 22.22%. However, there is no policy concerning the target of 25% at minimum for the female board members in the company.
Principle no. -4.5.5: Each board member takes place in only one committee.
Remarks: Due to the reason that the number of members of the Board of Directors being limited, the members of the Board of Directors may take office in more than one committee. A member who takes place in more than one committee ensures communication between the respective committees and, enhances the opportunity for cooperation. It has been observed that it has not caused any setback, discrepancy and conflict of interest during the activities of the committees.
Principle no. -4.6.1: The board of directors carries out self-criticism and performance assessment in respect of both the board members and those with administrative responsibilities. Remarks: No performance assessment has taken place on the Board of Directors.
- Principle no. 4.6.5; Remunerations given to each board member and executive with administrative responsibilities have been explained on the annual report.
Remarks: The sum of the benefits made available to the Board of Directors and the senior executive is collectively reported in the financial report. The Remuneration Policy submitted to the General Assembly for information is made available on the corporate website. It is not planned to disclose the remunerations given to each executive with administrative responsibilities pursuant to the Personal Data Protection Law No. 6698.
There has been no information received that a conflict of interest has occurred among the stakeholders as of today due to the principles attached to the Corporate Governance Communique but not complied with yet during the activity period ending as of Sunday, December 31, 2023 and the Corporate Governance Committee has found that there has been no such conflict of interest. In addition, the compliance with the non-mandatory principles is being assessed for each principle separately and, it may be possible to make attempts to comply with some certain principles considering the requirements of our shareholders.
For the purpose of executing the relation between the company and the investors in accordance with the applicable legislation and facilitating the use of investor rights, the Investor Relations Unit has been established and plays an effective role in the protection and use of the shareholding rights, particularly the right to demand and review information.
Save for the information considered to be confidential and trade secrets not disclosed to the public about the company, the requests of the shareholders verbally and in writing for information about the company are fulfilled and, the records in connection with the answers thereto are regularly maintained by the Investor Relations Unit.
All information and disclosures that may affect the exercise by a shareholder of their rights are update and made available to the shareholders through the corporate internet site of the Company.
The information pertaining to the person taking part in the department is indicated hereinbelow:
Özgür Öge , Financial Affairs and Investor Relations Director, Tel: 212 292 22 66 E-mail:
Licenses: CMB Level 3 (916086), CMB Derivative Instruments License (919390), CMB Corporate Management Gradation Expertise License (919373)
Investor Relations Department continues its activities reporting to General Manager M.Selçuk Denizligil.
The Investor Relations Unit has carried out the operations for the purpose of ensuring communication between the company and the investors focusing on the duties as indicated in the Communique, Article 11, Paragraph 5.
The Investor Relations Unit plays an effective role in the protection and use of the shareholding rights, particularly the right to demand and review information, and fulfills the following duties: The main activities carried out under the responsibility of the Investor Relations Unit are summarized below; accordingly it will ensure that:
c. Communication and exchange of information take place between the Board of Directors on one hand and the capital market regulators and participants on the other hand; the rights of being a shareholder are in compliance with the applicable regulations, and the articles of association.
d. The fulfillment of the obligations resulting from the Capital Market Legislation are observed and the information management activities are carried out, including all issues related to the corporate governance and public disclosure.
e. Information management operations concerning capital markets and investor relations are carried out.
f. The communications between the investor and the company, as well as the logs of the other information and documents are kept in a healthy, safe and updated manner, and the written information requests of the company's shareholders regarding the company are being replied as per the respective laws and regulations.
g. The General Meetings are performed in accordance with the applicable legislation, articles of association and the other regulations of the company, and at any General Meeting, the documents that the shareholders can make use of are being prepared.
h. Meetings with investors and analysts are held accordingly, presentations are made, and the questions from investors and analysts are answered according to the company's strategies
ı. Communication with the Istanbul Stock Exchange (BIST), the Capital Markets Board (CMB) and the Central Registry Agency (CRA) is managed on behalf of the company.
i. The section "Investor Relations" on the company's corporate web sites are properly managed.
The Unit has periodically submitted to the Board of Directors its report containing the activities carried out within the period and the opinions and recommendations of the investors considered significant as well as the comments and assessments of the brokerage houses about the company. The report on the activities carried out in 2023 was submitted to the members of the Board of Directors on Thursday, February 29, 2024.
Taking into consideration the provisions of, Communiqué on Material Events of CMB, Material Events Disclosures have been disclosed to public through Public Disclosure Platform (KAP-Kamuyu Aydınlatma Platformu). Ten special situation explanations have been made at Public Disclosure Platform (PDP) within the activity period of 2023. Our special situation explanations are being kept in an updated manner under the Investors tab of our corporate Internet site http://www.alkim.com.
The communications with the investors and the abstracts of the telephone calls made during the activity period are recorded and archived electronically. During the year of 2023, 140 phone calls have been realized with our investors.
The questions delivered to our company by the partners via e-mail have been answered in accordance with the provisions of the Capital Market Legislation, the CMB regulations and the articles of association. Our partners have requested seventy-nine written information by electronic mail during the year and the written feed-back to them had been made by electronic mail.
No distinction is made among the shareholders in the use of the right to demand and review information by the shareholders. Each shareholder has the right to demand and review information. There is no such arrangement in the articles of association that may restrict the right to information.
In exercising the shareholding rights, legislation, Articles of Association and other in-company regulations are complied with and measures to ensure that such rights are exercised are taken and all shareholders are treated equally. The primary objective of the Company is to allow for shareholders to exercise the right to information and give the information objectively and fully within the framework of the laws.
Every kind of subject related to the Public disclosure obligation is being presented in compliance with the legislation and the main articles of association and within this scope the special situation explanations of importance pertaining to the investors are disclosed to the public timely and in compliance with the legislation in the Public Disclosure Platform (PDP).
The verbal and written information demands of the investors and shareholders have been answered in accordance with the Capital Market Legislation, CMB regulation and the decisions within 2023, excluding the confidential information and trade secrets, the related information and documents have been delivered to the shareholders with the equality principle.
For the purpose of expanding the rights to information of shareholders and enabling them to exercise their rights healthily within the framework of the legislation in force, the Corporate Website http://www.alkim.com of the Company is used effectively. Within this scope, the Corporate Governance Principles and information and documents prescribed by regulatory authorities are presented to use of shareholders in Turkish and English languages on Corporate Website of the Company.
An announcement for a General Meeting is made in such a manner to ensure that it is received by the shareholders as many as possible through the Public Disclosure Platform (KAP) and the Electronic General Meeting System (EGKS) as well as the corporate internet site of the Company and the Turkish Trade Registry Gazette at least three weeks beforehand.
In addition, an information document is prepared and disclosed to the public in relation with the agenda items before the respective general meeting. All announcements and notifications are in compliance with the Turkish Commercial Code (TCC), the Capital Market Board Legislation, the regulations and resolutions of the Capital Market Board and, the Articles of Association.
A notification clearly indicates the meeting date and time, the meeting location in such a manner that does not cause any hesitation, the agenda items, the respective authority of the state and, where the annual report and financial statements as well as other general meeting documents may be examined. Accordingly, the respective annual report, financial reports, other documents on which the agenda items are based, and the proposal for profit distribution are made available in such places where the shareholders may easily access including the registered office and electronical environment as from the date of the respective announcement.
Furthermore, a detailed explanation is made available for each agenda item in the "General Meetings" under the section "Investors" of the corporate internet site of the Company: http://www.alkim.com, and other information described under the principles about the general meetings is made available to the investors.
During the preparation of the agenda for a General Meeting, each proposal is indicated under a separate heading and, the headings of the agenda items are described in such a manner not to cause any different interpretation. The words "other", "miscellaneous" etc. are avoided in the agenda items.
It is important that a general meeting is held in such a manner that does not cause any inequality among the shareholders and that the shareholders may attend occurring cost as least as possible.
As per the article 25 of the Articles of Association of the Company; the holders of the right to participate in a General Meeting may participate in these meetings through the electronic medium in accordance with the article 1527 of the Turkish Commercial Code. In all the General Meetings to be held, as per this term of the Articles of Association, the holders of the right and their representatives are provided to use their rights through established system as per the requirement of the relevant legislation. Therefore, the required infrastructure for the investors desiring to participate into the General Meeting in the electronic medium and to vote through the Electronic General Meeting System (EKGS) has been prepared, the announcement with regards to this aspect has been made and participation into meeting in the electronic medium has been provided.
The Members of the Board of Directors relating to subjects of specific nature on the agenda, other related persons, officials being responsible in preparation of financial tables and auditors are present in the General Meeting in order to be able to make the necessary information and reply the questions asked.
In case a shareholder controlling the management, the members of the board of directors, the executives in charge of administration and, their spouses and relatives by blood and marriage has made a significant transaction that may cause a conflict of interest with the company or its affiliates and/ or they has made a commercial business within the scope of the activities of the company or its affiliates on their own behalf or on behalf of others or participated in another company operating in the same type of activities as the company in the capacity of a general partner, this will be included in a separate agenda item and recorded in the minutes of the respective general meeting by means of providing detailed information thereon to the shareholders.
Any transaction performed by the members of the Board of Directors under the scope of articles 395 and 396 of the Turkish Commercial Code is submitted to the general meeting for information.
Information on related party transactions, guarantees, liens and mortgages given to third parties is submitted to the respective General Meeting under a separate agenda item.
Minutes of the General Meetings may be found at: http://www.alkim.com, the Public Disclosure Platform (KAP) and the Turkish Trade Registry Gazette.
Any announcement and notification for a General Meeting will indicate:
a. General Meeting agenda items, meeting location, date and time, the form of a proxy for those who will appoint a proxy at the General Meeting and, the principles about the preparation of proxies;
b. That the General Meeting will be held in a physical and electronic environment and, in case of a general meeting held in electronic environment, the Electronic General Meeting System (EKGS) provided by the Central Registry Agency (MKK) will be used to ensure that the shareholders may appoint a proxy, provide a proposal, express opinion and cast votes and, the right holders who prefers to attend a general meeting under electronic environment in person or by means of a proxy will act in accordance with the respective principles of the EKGS;
c. That a shareholder who prefers to attend a General Meeting in a physical environment is required to present their identities or powers of attorney if they wish to exercise their rights in relation with their shares recorded under the List of Shareholders' in person or through their proxies;
d. That the financial statements including annual reports, Independent External Audit Company Reports, the proposal of profit distribution by the Board of Directors, the previous and current form of the draft in case of an amendment to the Articles of Association will be made available at the Registered Office and the corporate internet site of the Company at least three weeks before the meeting date for review by the shareholders.
The financial statements of the 2023 activity year, the annual report of the Board of Directors, the auditing reports and the Board of Directors profit distribution proposal together with the other information and documents to be disclosed as per the legislation, have been made ready for the shareholders perusal at the company headquarters at the address of İnönü Cad. No:13 Taksim Beyoğlu/Istanbul and, the corporate internet site.
It was ensured that the meetings had been held in an easily accessible central location within the city so that as many shareholders as possible could meet and cast vote in the General Meeting of our Company. The conditions required for the shareholders in order to participate in the General Meeting and the samples of the proxy to be utilized by the persons participating in the meeting by representing the shareholders have been notified by announcement.
The Ordinary General Meeting for 2022 within the previous activity period has been held on the date of 28.03.2023 at 14:00 hours at The Marmara Taksim İstanbul. The invitation for the meeting has been announced at least 21 days prior as provided by the law and the main articles of association and as to contain the agenda and the modification text, in the Turkish Trade Registry Gazette's issue dated 3 March 2023 and number 10782; in a national newspaper dated 3 March 2023 and in the corporate website of http://www.alkim.com; furthermore by notifying the meeting date, venue, agenda and modification text by registered mail to the shareholders that are registered in the share book.
The Ordinary General Meeting has been realized with the participation of the shareholders representing the 77,593,407.69 TL portion of the 150,000,000 TL shares and within the electronic general assembly applications and the results of the General Assembly Meeting has been disclosed to the public at the address of http://www.kap.gov.tr on the date of 28.03.2023.
During the General Meeting the shareholders have utilized their rights to ask questions both orally and in the written form and the questions asked by the shareholders have been answered by the company's management and have been recorded in the minutes. In the matters not related to the agenda, the shareholders have been provided with possibility of explaining their opinions and asking questions under the equal conditions, after all the items in the agenda have been discussed. During the General Assembly Meeting, the chairperson of the meeting provided direct answers for all questions that were asked by the shareholders at the General Assembly Meeting and that were not considered as trade secret, as well not caused inequality of opportunity pursuant to the legislation because of being disclosed to public. No proposal was submitted by the shareholders concerning an agenda item during the General Meeting.
The Company's Grants and Donations Policy" has not changed within the period. Shareholders have been informed with a separate agenda item in the general assembly meeting of the amount and beneficiaries of all donations and aids made within the period and the policy changes in line with the policy approved by the General Assembly.
The shareholders are previously informed of the procedure how to vote in general meetings. The Company avoids any application that makes difficult to exercise the voting rights and, provides each shareholder with the opportunity to exercise their respective voting rights in the easiest and most appropriate manner whether in person or through electronic means.
There is no provision in the articles of association that prevents a shareholder from voting by means of a proxy not a shareholder.
Utmost care is taken in the Company for the exercise of minority rights. There has been complaint or criticism to the Company in this respect during 2023.
The distribution of dividends of our company; is realized within the framework of the Turkish Commercial Code and The Capital Markets Board Law and the terms of the company's main articles of association within the time periods determined by the General Meeting. Each shareholder is entitled to dividend in proportion to his/her shares. There is no privilege granted with respect to the profit distribution. The profit to be distributed is determined at the General Meeting considering the liquidity position of the Company and the investments to be made. "The "Dividend Distribution Policy" has been established and announced at the http://www.alkim.com corporate Internet address and the shareholders are informed in the General Assembly meeting. Dividend policy is provided in the annual report.
A resolution is adopted in an Annual General Meeting held on Tuesday, March 28, 2023, upon which a dividend of 92.56 % in gross (83.3333% in net) according to the results of activities in 2022 and, the dividends started to take place from Wednesday, April 12, 2023.
Our Company's dividend policy is determined in line with the Capital Market Board, the pertinent communiqués of the Capital Market Board, the pertinent provisions of the Turkish Commercial Code and of the articles of association, as well as the corporate governance principles.
There is no privilege with respect to the dividends among the share types and, each shareholder is entitled to dividends in proportion to the shares held by him/her in the capital.
Considering the benefits of the shareholders and of the Company in accordance with the approvals of the board of directors and the general meeting of shareholders as well as the applicable legislations, the determination of the proportions of the payments of the dividends in cash is based on the financial structure, liquidity status and investment requirements of the Company and, it is principle to make distributions as much as possible, provided that it shall not be less than the amount and percentage as identified by the Capital Market Board.
In every year, the Board of Directors takes decision on the profit distribution and presents this to the approval of the General Assembly and this profit distribution recommendation is announced to public in accordance with the law and legislation and published in http://www.alkim.com address. The proposal may be accepted or refused at the General Meeting.
In case the board of directors proposes not to distribute any dividend, it shall explain the reasons to the shareholders at the respective general meeting, which shall be included in the respective annual report and, published through the internet site.
The dividends to be distributed may be in the form of cash, bonus shares or the combination of these options in line with the respective resolution adopted at the respective General Meeting.
The date on which the dividends are to be distributed shall be determined at the respective general meeting in line with the pertinent provisions of the Capital Market Law and of the Turkish Commercial Code, provided that it shall be within the legal periods. The dividends may be paid in installments with the equal or different amounts in accordance with the pertinent communiqués of the Capital Market Board, provided that a resolution shall be adopted at the general meeting with respect thereto.
This policy shall be submitted to the first general meeting for the approval of the shareholders. This policy shall be submitted to the first general meeting for the approval of the shareholders.
In case of any amendment to the dividend policy, the resolution of the board of directors pertaining thereto and, the reason thereof shall be disclosed to the public in accordance with the principles for the special disclosures to the public.
The distribution of dividend advances shall take place by means of granting respective authorities to the board of directors limited to the fiscal period pertaining to the resolution adopted at the respective general meeting, in accordance with the Capital Market Board, the pertinent communiqués of the Capital Market Board, the pertinent provisions of the Turkish Commercial Code and of the articles of association, as well as the corporate governance principles.
Article 20 of the Articles of Association contains the shares and sales as well as legal transfers of registered shares. Transfer of the registered shares is subject to the pertinent provisions of the Turkish Commercial Code and the Capital Market Law.
Corporate Web Site is actively used to maintain the relations with the shareholders in a more efficient and fast manner and, keep in touch with the shareholders in accordance with the Corporate Governance Principles issued by the Capital Market Board. The information placed on the site are continuously updated under the responsibility of the Investor Relations Section. Information contained in the Corporate Web Site is in consistence with the disclosures pursuant to the respective legislations and, there is no conflicting or missing information.
Required arrangements have been made to the corporate website in accordance with the pertinent requirements of the corporate governance principles and, the information and required conditions as set forth in article 1.11.5, section II, the Corporate Governance Principles issued by the Capital Market Board have been fulfilled.
Available at the Company's website http://www.alkim.com prepared in Turkish and English: In addition to the information required to be disclosed in accordance with the legislation, there are also:
The Annual Report of the Board of Directors is prepared with such details as to enable the public to access full and accurate information on the activities of the Company and in accordance with the "Regulations on the Determination of Minimum Content of Companies' Annual Reports" published in the Official Gazette no. 28395 of 28 August 2012, and the Communique Serial No. II-14.1 "Terms Related to Financial Reporting in Capital Market" published in the Official Gazette no. 28676 of 13.06.2013 and, the Capital Market Board's Corporate Governance Communique Serial No. II.17.1 published on the Official Gazette no. 28871 of 03.01.2014.
The company's annual report is being prepared in compliance with the relevant legislation and the Principles that are mandatory to implement.
The annual report reflects the flow of the actions and transactions concerning the respective accountancy period of the company, the financial condition in all aspects in a correct, complete, truthful and honest manner considering the rights and benefits of the company.
The annual report does not contain any misleading, exaggerated and misguiding statements and misrepresentations by means of paying attention to details so that the shareholders could reach any type of information in a complete and accurate manner.
In case a member of the board of directors does not agree on information contained in the respective annual report, such issues contested by that member and the reasons thereof are indicated therein. No objection has been made in this regard during the activity period of the year 2023. The Corporate Governance Principles Compliance Form and the Corporate Governance Information Form are also reported in the respective annual report.
A stakeholder in relation with the Company is a third person in direct relation with the Company. The stakeholders are invited to a meeting or informed by telecommunication means whenever it is necessary. Considering the fact that a cooperation with the stakeholders is for the benefit of the Company in the long term, the Company respects and safeguards the rights of the stakeholders arising from the respective legislations, mutual contracts and agreements. The Company provides all stakeholders including the managers, employees and representatives with an opportunity to communicate to the management in respect of their concerns about possible illegal or unethical transactions. It is among the duties of the Audit Committee to examine such complaints submitted to the Company.
There is no special arrangement formed in the articles of association of the Company for the participation of the stakeholders in management. Further, there is no internal directives issued by the management in this respect. The rights of the stakeholders are protected under the pertinent legislations.
Our Human Resources Policy is to bring the productivity of our personnel to the highest level through using the performance evaluation, training and similar human resources instruments in accordance with the target and strategies of our Company. A high motivated and successful team has been formed as a result of the combination of the knowledge of our company of more than fifty years, its skilled and experienced management with the personnel consider their future as important in such a company and working appropriate for work discipline, human relations and a respectful working atmosphere.
We have a Human Resources Department continuing its activities for this purpose and Mr. Ali Murat Özçelik is the Manager of our Human Resources Department.
Our Company encourages the employees to attend the meetings that they need and that are approved by the Company so that they could receive professional and personal training.
It keeps such information and documents to that end and, follow up the contribution thereof to the performance of the respective business operations.
Alkim Alkali Kimya A.Ş. provides the employees with family and children allowances on a monthly basis and, such personnel satisfying the necessary conditions are also provided with fuel allowance once a year and, also holiday allowances during religious holidays and, social payments are made in Ramadan in the form of supplies.
Codes of Conduct applied by the Company and all employees must comply with have been determined within a period of efforts more than 50 years. These Codes of Conducts are in integration with the professional policies of Alkim, the applicable legislations, international practices and the general principles of honesty and integrity. Other than this general perspective, it is the responsibility of all the people in Alkim for protecting the country's benefits, being aware of the fact that we operate on the country's natural sources and acting accordingly, safeguarding the nature and environment and always putting the quality first and operating in teamwork. Codes of conduct are monitored by the superiors of the employees in a hierarchical structure. In case of any behavior contrary to these codes, the required actions are taken by the immediate superior, unit chief, line manager, assistant general manager and general manager respectively in accordance with the Company's regulations on human resources and personnel. Code of conducts is available at http://www.alkim.com.
By means of strategic resolutions, the board of directors maintains the balance of the risks, growth and returns of the Company at the best possible level, supervises the long term benefits of the Company by means of rationalist and prudent understanding of management and, manages and represents the Company according to these principles.
Turkish Commercial Code, Capital Market Legislation, Capital Market Board Communiqué and Decisions are fulfilled in the formation and election of the Board of Directors. Principles in this subject are also mentioned in the Articles of Association. The Company is managed and represented by a Board of Directors composed of nine members elected by the shareholders in a general meeting among the shareholders. There are two independent members in the Board of Directors of the Company.
The board of directors has defined the strategic targets of the Company, identified the labor and financial resources it may need and, audits the performance of the management of the Company. It observes the compliance of the Company's operations with the articles of association, the internal regulations and policies.
By means of strategic resolutions, the board of directors maintains the balance of the risks, growth and returns of the Company at the best possible level, supervises the long term benefits of the Company by means of rationalist and prudent understanding of management and, manages and represents the Company according to these principles.
The board of directors are identified in a way as to ensure that the members could work productively and creatively, take fast and rational decision, that the respective committees are formed and, could organize their respective operations in an efficient manner.
The number of the members of the Board of Directors has been determined as nine during the Ordinary General Meeting held on 25 March 2021 and the following names are elected as the Board Members. The members of the Board of Directors have been elected to serve for a duration of three years as per the article 9 of our main articles of association. The members of the Board of Directors were announced on the Trade Registry Gazette, issue no. 10306 on 09.04.2021. Current information about our Board of Directors members is included in the table below.
| Name & Surname and Profession |
Position | Duties Undertaken Outside of the Partnership |
Executive / Independent Member of the Board of Directors Yes/No |
Term of Office |
|---|---|---|---|---|
| M. Reha KORA | Chairperson of the | 25.03.2021 | ||
| Mechanical Engineer, MSc |
Board of Directors | Executive Member | - 25.03.2024 |
|
| A. Haluk KORA Mechanical Engineer, MSc |
Vice-Chairperson of the Board of Directors |
Vice-Chairperson of the Board of Directors in the companies within the |
Non-Executive Member |
25.03.2021 - |
| Group | 25.03.2024 | |||
| 25.03.2021 | ||||
| Arkın KORA Physics |
Vice-Chairperson of the Board of Directors |
Member of the Board of Directors in the companies within the Group |
Non-Executive Member |
- 25.03.2024 |
| Chairperson of the Board of Directors in |
Non-Executive | 25.03.2021 | ||
| Ferit KORA Business Administration |
Vice-Chairperson of the Board of Directors |
the companies within the Group |
Member | - 25.03.2024 |
| 26.01.2022 | ||||
| Kerim Oygur Finance |
Member of the Board of Directors |
Member of the Board of Directors in the companies within the Group |
Non-Executive Member |
- 25.03.2024 |
| 25.03.2021 | ||||
| Tülay KORA Business Administration |
Member of the Board of Directors |
Member of the Board of Directors in the companies within the Group |
Non-Executive Member |
- 25.03.2024 |
| 3/28/2023 | ||||
| Azade BAŞAĞA | Member of the Board of Directors |
Greenactive Ltd Şti Green Active PR Co Founder and |
Non-Executive Member |
- |
| Consultant | President Greenactive Ltd Şti Green Active PR Co Founder and President |
25.03.2024 | ||
| 02.10.2023 | ||||
| Aydın ORHAN Lawyer |
Member of the Board of Directors |
Orhan & Orhan Law Firm |
Independent Member |
- 25.03.2024 |
| M. C. Nazım BARBAROSOĞLU Mechanical Engineer, |
Member of the Board of Directors |
Member of the Board of Directors in the companies within the |
Independent Member |
25.03.2021 - |
| MSc | Group | 25.03.2024 |
Born in Gölcük in 1963, M. Selçuk Denizligil graduated from Ege University, Department of Chemistry in 1985. He completed his master's degree at Istanbul Technical University in 1988 and his doctorate in 1991. He received the title of Associate Professor at the same university in 1997. Between 1992 and 1994, he worked as a Researcher at the Hahn Meitner Institute Project for Exxon Europe Corp. Between 1996 and 1997, he conducted research at Johannes Gutenberg University in Mainz, Germany, with an Alexander von Humboldt Foundation Scholarship. He worked as a manager at Henkel in 1997, Cognis Germany in 2001, and Cognis Turkey between 2003-2010. Between 2010 and 2019, he worked as Factories Director and Business Development Director at BASF Türk. Denizligil, who worked as the General Manager of Polisan Kimya between 2019 and 2022, started working as the General Manager of Alkim Alkali Kimya company in February 2023 and still continues the same position.
The Board of Directors meets and adopts resolutions pursuant to the pertinent provisions of the Turkish Commercial Code and of the respective legislations. The meeting agenda of the Board of Directors are set forth by means of negotiations with the Chairperson, Members and General Manager. All information and documents about the agenda of the meeting of the Board of Directors are made available to the members of the Board of Directors by means of an equal information flow 10 calendar days before the meeting so that the members may ask for inclusion of an item to the agenda. An electronic mail is sent to the members of the Board of Directors containing an invitation letter, in which the meeting date, time, location and agenda items are indicated. The resolutions of the Board of Directors are based on the meeting and resolution quorums as set forth under the Turkish Commercial Code, the Capital Market Board and the respective regulations.
The meetings of the Board of Directors are held at the registered office, significant resolutions of the Board of Directors are disclosed by means of the Public Disclosure Platform (KAP) and, special disclosures are also published through the corporate internet site of the Company. The chairperson of the Board of Directors and the General Manager of our company are different persons.
In the activity period of 2023, there has been no transaction performed by or on behalf of the members of the management boards with the Company in accordance with the permit granted at a general meeting and, no such activities subject to the non-competition rules have been performed by them or on their behalf.
There are nine members of the Board of Directors. Majority of the members of the Board of Directors are non-executive. There are three independent board members.
For the Corporate Management Committee that carries out the duties of the Nomination Committee within the framework of the relevant legislation, two independent nominees have been nominated and the report regarding whether the nominees possess the criteria to be independent or not has been presented to the Board of Directors on the date of 26.02.2021.
During the activity year of 2023 no situation has arisen to eliminate the independency of the independent members. The declarations of the independent members on this matter are presented.
All the members of the Audit Committee have been elected among the members of the Board of Directors. The members of the committees have sufficient knowledge and experience in the field of accounting and financing.
There are two female board members of our Company in line with the Corporate Governance Principles. These members are Tülay Kora and Azade Başağa.
During the activity period, no situation has arisen to eliminate the independency of the independent members.
The Board of Directors actively fulfils its duties. The chairman of the board of directors talks to other members and the general manager to identify the agenda items to be deliberated during the meetings of the board of directors. It submits such information and documents in connection with the agenda items to the board members before the meeting granting a sufficient period of time.
Each board member has one vote in the board of directors.
Sixteen meetings of the Board of Directors have been held during 2023 and, the majority of the members attended each meeting. There has been no agenda item opposed and recorded in the minutes during the meetings of the Board of Directors in 2023. There has been no agenda items opposed by the independent members and, no issue occurred to disclose to the public. The members of the Board of Directors are not entitled to weighted vote or veto right.
In order to fulfill the duties and the responsibilities of the Board of Directors in a healthy manner, the Committee Responsible for the Auditing, the Committee for Corporate Management, and the Committee for Early Detection of the Risk have been formed within body of the Board of Directors. The areas of duty of the committees, the working principles thereof and which members are to attend thereto have been identified by the Board of Directors, and disclosed to public on the corporate website and the Public Disclosure Platform. The chairpersons and members of all of the three committees have been elected based on the board resolution of March 31, 2021.
Since the partnership structure of our Company and the number of Board Members are limited, some of the Board Members undertake duty in more than one committees.
The frequency of the meetings of the committees is sufficient and, all the efforts are put down on paper and, recorded. The information about their operations and, the reports on the results of the meetings are submitted to the Board of Directors.
The chairpersons of the committees are appointed among the independent members of the board of directors. The Corporate Governance Committee consists of six members, the Early Detection of Risk Committee consists of two members and, the Audit Committee consists of two members. All the members of the Audit Committee are independent board members.
The chairperson of the Board of Directors and the General Manager do not take place in the committees.
The Board of Directors' committees have not received any consultancy services concerning the committees' activities during the period.
The frequency of the meetings of the committees is sufficient and, all the efforts are put down on paper and, recorded.
All the members of the Audit Committee have been elected among the members of the Board of Directors.
The chair persons of the Corporate Governance Committee and the Early Detection of Risk Committee are independent members of the Board of Directors. The Corporate Governance Committee consists of six members, the Early Detection of Risk Committee consists of two members and, the Audit Committee consists of two members.
There are three Independent Members of the Board of Directors of our Company. M.C. Nazım Barbarosoğlu, Aydın Orhan and Azade BAŞAĞA, the independent board members, take place in all three committees formed within the Board of Directors.
It carries out the supervision of the accounting system of the company, disclosure of the financial information to the public, independent auditing and internal control and the operation and efficiency of the internal auditing system, determines the methods and the criteria to be implemented in the matters of investigation of complaints coming to the company regarding the company's accounting and internal control system, their resolution, evaluation of the company employees, company's accounting and independent auditing aspects notifications within the framework of confidentiality, notifies its determinations and the evaluations and the proposals on its area of duty and responsibility to the Board of Directors in writing and its evaluations regarding the compliance of the annual and interim financial tables to be disclosed to the public with the reality and accuracy of the accounting principles that the company pursues, by obtaining the opinions of the responsible managers and independent auditors of the company together with its own evaluations and notifies to the Board of Directors in writing.
The Audit Committee has convened five times during activity period of the year 2023 and the decisions taken have been presented to the Board of Directors.
At the meeting of the Board of Directors of Alkim Alkali Kimya A.Ş. held on 31.03.2021, as per the Corporate Governance Principles annexed to the Corporate Governance Communique Serial No. II-17.1 issued by the Capital Market Board and, the other respective regulations, it was resolved that the Audit Committee shall be established with the participation of M.C. Nazım Barbaraosoğlu and Hıdır Mehmet Çolpan, each of whom is a Board Member, and that Hıdır Mehmet Çolpan shall act as the Chairperson of the Audit Committee. After Hıdır Mehmet ÇOLPAN resigned from the Board of Directors, Aydın ORHAN was appointed as the Chairman of the Committee.
Aydın Orhan - Chairman of the Audit Committee - -(Independent Member of the Board of Directors) M.C. Nazım Barbarosoğlu- Member of the Audit Committee -(Independent Member of the Board of Directors)
The corporate governance committee identifies whether the respective corporate governance principles are applied, the reasons if not applied and, any possible conflict of interest that may arise to the failure to comply with these principles, provides suggestions to the board of directors to improve the applications of the corporate governance principles. It also supervises the operations of the "Investor Relations Department'
At the meeting of the Board of Directors of Alkim Alkali Kimya A.Ş. held on 31.03.2021, as per the Corporate Governance Principles annexed to the Corporate Governance Communique Serial No. II-17.1 issued by the Capital Market Board and, the other respective regulations, it was resolved that the Corporate Governance Committee shall be established with the participation of A. Haluk Kora, Ferit Kora, E. Hale Kosif, M.C. Nazım Barbarosoğlu, and Hıdır Mehmet Çolpan, each of whom is a Board Member, and Çağla Koçel, who is the Investor Relations Department Manager and, that M.C. Nazım Barbarosoğlu shall act as the Chairperson of the Corporate Governance Committee.
M. C. Nazım Barbarosoğlu- Chairperson of the Corporate Governance Committee -(Independent Member of the Board of Directors)
Aydın Orhan- Member of the Corporate Governance Committee –(Independent Member of the Board of Directors)
A. Haluk Kora - Member of the Corporate Governance Committee (Vice-Chairperson of the Board of Directors)
Ferit Kora - Member of the Corporate Governance Committee (Member of the Board of Directors) Azade Başağa - Member of the Corporate Governance Committee - (Independent Member of the Board of Directors) Özgür Öge - Member of the Corporate Governance Committee - (Financial Affairs and Investor Relations Director)
The Corporate Governance Committee also carries out the duties of the Committee for the Nominations and the Salary Committee. The tasks and responsibilities of the Corporate Governance Committee in respect of the committees for the nominations and remunerations as per the corporate governance are detailed in the working principles.
The Corporate Governance Committee informs the Board of Directors in writing of its findings and recommendations concerning the scope of its tasks and responsibilities. Accordingly, the Corporate Governance Committee has sent three notifications to the Board of Directors in 2023.
It conducts the works with the purpose of defining the risks that would jeopardize the existence of the company, its development and continuation; forming the models to avoid crises and, the management systems; early detecting the risks thereof; enforcing all the measures related thereto and, managing the risks accordingly. The chairperson of the Early Detection of Risk Committee is elected among the independent board members as per the Corporate Governance Principles.
At the meeting of the Board of Directors of Alkim Alkali Kimya A.Ş. held on 28.03.2023, as per the Corporate Governance Principles annexed to the Corporate Governance Communique Serial No. II-17.1 issued by the Capital Market Board and, the other respective regulations, it was resolved that the Early Detection of Risk Committee shall be established with the participation of Tülay Kora and M.C. Nazım Barbarosoğlu, each of whom is a Board Member, and that M.C. Nazım Barbarosoğlu shall act as the Chairperson of the Early Detection of Risk Committee.
M.C. Nazım Barbarosoğlu - Chairperson of the Early Detection of Risk Committee (Independent Member of the Board of Directors)
Tülay Kora - Member of the Early Detection of Risk Committee (Member of the Board of Directors)
The committee immediately provides the board of directors its findings in respect of the area of its own tasks and responsibilities as well as its respective assessments and suggestions in writing. The Early Detection of Risk Committee has convened six times during activity period of the year 2023 and the decisions taken have been presented to the Board of Directors.
The rights, benefits and salaries provided for the members of the Board of Directors and for the upper level managers and the criteria for the determination of these and the basis of the salary allotments are mentioned in the Salary Policy, and the information on the said policy has been given to the shareholders in the Ordinary General Assembly Meeting and the Salary policy has been disclosed to the public on the PDP and corporate Internet site.
During the Ordinary General Meeting held on Tuesday, March 28, 2023, the remuneration policy to be applied within the year has been deliberated, and it has been resolved to pay each member of the Board of Directors a gross amount of TL 13,500 per month. The members of the Board of Directors of our Company receives fixed remunerations per month. It has been included into the General Meeting's agenda as a separate item and presented for the information of our partners.
Dividends up to 4% of the net profit may be distributed to the members of the board of directors based on the article 16 of the articles of association provided that this must be approved at a general meeting. This amount to be distributed to the members of the Board of Directors may not exceed 10% of the paid capital.
The company does not provide any debt to any board member or top level manager, not make credits available, not supply credit under private credit title by means of third parties or does not establish guarantees like surety on its behalf.
Born in Senirkent in 1957, Aydın Orhan graduated from Istanbul University Faculty of Law in 1981. In 1982, he completed his postgraduate education at Istanbul University, Faculty of Law, Maritime Trade and Insurance Law Department. His areas of expertise include Commercial and Contracts Law, Mergers/Acquisitions, Transportation Law, Trademark and Copyrights and Intellectual Property Law.
I hereby state that I intend to serve as an "Independent Member" of the Board of Directors of Alkim Alkali Kimya A.Ş. (Company) based on criteria laid down in the Corporate Governance Principles of the Capital Markets Board specified in the Communique on Corporate Governance (11-17.1), which was issued by the Capital Markets Board and promulgated in the 28871st issue of the Official Gazette on January 3, 2014 and the applicable legislation and the articles of incorporation.
a) a) There was no employment relationship with the Company and partnerships in which the company has management control as defined in Turkey Financial Reporting Standards 10 or has significant influence under Turkey Accounting Standards 28 and shareholders who control the company's management or have significant influence over the company and legal entities where such shareholders hold management control and myself, my spouse, and relatives by blood or marriage up to the second degree which involves employment at managerial position and that I did not own more than 5% of the capital or voting rights or privileged shares or had a material business relationship in the past five years,
b) I did not assume key positions and responsibilities as an executive or acquired an interest (5% or more) and/or served as a member of the board of directors within any company from which the company purchased a significant amount of services or products, including the company's audit (including tax audit, statutory audit, and internal audit), rating, and consultancy under agreements concluded in the past five years,
c) I have professional education, knowledge and experience to dully perform the duties I shall assume for the position of an independent board member
ç) I have not worked / will not work for any public agency or institution on full time basis currently /after my election as a member except for working as a lecturer in a university provided that it is consistent with the applicable legislation,
d) d) I am a resident of Turkey pursuant to the Income Tax Law numbered 193 and 31. 12.1960,
e) I have strong ethical standards, professional reputation, and experience for making positive contributions to the Company's operations and maintaining my impartiality regarding any conflict of interest between the company and shareholders and freely making decisions by taking account of the rights of stakeholders,
f) I will spare time for performing representational functions on behalf of the company, which the Board of Directors may assign to me, as well as the company's affairs so that I will be able to monitor the company's operations and fully discharge the tasks that I have undertaken,
g) I have not served as a member of the company's Board of Directors for more than six years in the past ten years,
ğ) I have not served as an independent board member in more than three companies controlled by the company or its controlling shareholders or more than five companies listed in the stock,
h) I was not registered and announced on behalf of a legal entity elected as a board member.
I hereby inform the Board of Directors, shareholders, and all stakeholders accordingly. Date :
29.09.2023
Name and Surname : AYDIN ORHAN
Mehmet Celadet Nazım Barbarosoğlu was born in 1956 in Istanbul, received his secondary school education from Kadıköy Anatolian High School, undergraduate education from the Department of Mechanical Engineering, University of Bradford and, master's degree from the Department of Automatic Control Engineering, University of Bradford.
He worked as an engineer in the department of heating and ventilation at Atatürk Airport for Arı-Alarko between 1981 and 1982. He held the positions of the sales representative for construction equipment and mining machines, trucks, forklifts, marine engines, concrete machines, cranes and trailers; the manager of second hand sales, services, spare parts; Assistant General Manager and Board Member for Enka Pazarlama İhracat, İthalat A.Ş. between 1983 and 1998. He served as Chairperson of the Board of Directors for Big Mak A.Ş. between 1999 and 2006.
He is currently holding the position of Chairperson of the Board of Directors for Okman Mühendislik Makine Sanayi ve Ticaret Ltd. Şti..
I hereby state that I intend to serve as an "Independent Member" of the Board of Directors of Alkim Alkali Kimya A.Ş. (Company) based on criteria laid down in the Corporate Governance Principles of the Capital Markets Board specified in the Communique on Corporate Governance (11-17.1), which was issued by the Capital Markets Board and promulgated in the 28871st issue of the Official Gazette on January 3, 2014 and the applicable legislation and the articles of incorporation.
a) There was no employment relationship with the Company and partnerships in which the company has management control as defined in Turkey Financial Reporting Standards 10 or has significant influence under Turkey Accounting Standards 28 and shareholders who control the company's management or have significant influence over the company and legal entities where such shareholders hold management control and myself, my spouse, and relatives by blood or marriage up to the second degree which involves employment at managerial position and that I did not own more than 5% of the capital or voting rights or privileged shares or had a material business relationship in the past five years,
a) I did not assume key positions and responsibilities as an executive or acquired an interest (5% or more) and/or served as a member of the board of directors within any company from which the company purchased a significant amount of services or products, including the company's audit (including tax audit, statutory audit, and internal audit), rating, and consultancy under agreements concluded in the past five years,
b) I have professional education, knowledge and experience to dully perform the duties I shall assume for the position of an independent board member
c) I have not worked / will not work for any public agency or institution on full time basis currently /after my election as a member except for working as a lecturer in a university provided that it is consistent with the applicable legislation,
c) I am a resident of Turkey pursuant to the Income Tax Law numbered 193 and 31. 12.1960,
d) I have strong ethical standards, professional reputation, and experience for making positive contributions to the Company's operations and maintaining my impartiality regarding any conflict of interest between the company and shareholders and freely making decisions by taking account of the rights of stakeholders,
e) I will spare time for performing representational functions on behalf of the company, which the Board of Directors may assign to me, as well as the company's affairs so that I will be able to monitor the company's operations and fully discharge the tasks that I have undertaken,
f) I have not served as a member of the company's Board of Directors for more than six years in the past ten years,
ğ) I have not served as an independent board member in more than three companies controlled by the company or its controlling shareholders or more than five companies listed in the stock,
g) I was not registered and announced on behalf of a legal entity elected as a board member. I hereby
inform the Board of Directors, shareholders, and all stakeholders accordingly. Date : 22.02.2021 Name and Surname : M.C. NAZIM BARBAROSOĞLU
Born in Istanbul in 1948, Azade Başağa completed her secondary education at TED Ankara College and her undergraduate education at Hacettepe University French Philology department.
She is Co-Founder and President at Greenactive Ltd Şti Green Active PR. She carried out environmental, social responsibility, product market share increase and corporate reputation development projects, designs and applications for the institutions she served. She has Green Active PR has 14 International and 5 National awards.
I hereby state that I intend to serve as an "Independent Member" of the Board of Directors of Alkim Alkali Kimya A.Ş. (Company) based on criteria laid down in the Corporate Governance Principles of the Capital Markets Board specified in the Communique on Corporate Governance (11-17.1), which was issued by the Capital Markets Board and promulgated in the 28871st issue of the Official Gazette on January 3, 2014 and the applicable legislation and the articles of incorporation.
a) There was no employment relationship with the Company and partnerships in which the company has management control as defined in Turkey Financial Reporting Standards 10 or has significant influence under Turkey Accounting Standards 28 and shareholders who control the company's management or have significant influence over the company and legal entities where such shareholders hold management control and myself, my spouse, and relatives by blood or marriage up to the second degree which involves employment at managerial position and that I did not own more than 5% of the capital or voting rights or privileged shares or had a material business relationship in the past five years,
b) I did not assume key positions and responsibilities as an executive or acquired an interest (5% or more) and/or served as a member of the board of directors within any company from which the company purchased a significant amount of services or products, including the company's audit (including tax audit, statutory audit, and internal audit), rating, and consultancy under agreements concluded in the past five years,
c) I have professional education, knowledge and experience to dully perform the duties I shall assume for the position of an independent board member
ç) I have not worked / will not work for any public agency or institution on full time basis currently /after my election as a member except for working as a lecturer in a university provided that it is consistent with the applicable legislation,
d) d) I am a resident of Turkey pursuant to the Income Tax Law numbered 193 and 31.12.1960,
e) I have strong ethical standards, professional reputation, and experience for making positive contributions to the Company's operations and maintaining my impartiality regarding any conflict of interest between the company and shareholders and freely making decisions by taking account of the rights of stakeholders,
ten years
ğ) I have not served as an independent board member in more than three companies controlled by the
company or its controlling shareholders or more than five companies listed in the stock,
h) I was not registered and announced on behalf of a legal entity elected as a board member.. I hereby
inform the Board of Directors, shareholders, and all stakeholders accordingly.
Date : 30.01.2023 Name and Surname : AZADE BAŞAĞA
The Early Detection of Risk Committee is responsible for carrying out works in order to early detect the risks that may jeopardize the existence, improvement and continuity of the Company, take necessary measures in connection with such risks detected and, manage these risks in an efficient manner, and reviews the risk management systems.
The company implements the risk management by considering the decisions of the Early Detection of Risk Committee. The Early Detection of Risk Committee has convened regularly and made the reporting to the Board of Directors within the terms of the Turkish Commercial Code and the Capital Market Board Legislation.
The partnerships, the shares of which are traded at stock exchange, must form an audit committee consisting of at least two members as per the respective Corporate Governance Principles. The independent audit corporation, from which the company receives the respective services, and the services to be received therefrom are identified by the audit committee and, submitted to the board of directors for approval at the respective general meeting. The Board of Directors identifies the audit committee to be appointed as per the respective Corporate Governance Principles as the committee in charge of the financial reporting. However, this does not relieve the board of directors from its responsibilities for the preparation, presentation and accuracy of the financial statements.
The audit committee supervises the accounting system, the disclosure of the financial information to the public, the independent audits and, the functioning and efficiency of the internal control and internal audit systems of the company.
We can state that one of the non-assignable and inalienable tasks of the board of directors of a stock corporation is the internal audit as per the pertinent provisions of articles 366 and 375 of the Turkish Commercial Code. Further, the Turkish Commercial Code, article 366, paragraph 2 provides that the board of directors may form committees and commissions, where the members of the board of directors may participate in order to follow up the progress of the works, to prepare report on the subjects to be presented to it, to have its resolutions to be implemented or for the purpose of internal auditing.
The basic target of our company is to realize the production at the maximum efficiency in the sodium sulfate, potassium sulfate and sodium chloride (salt) mines being operated and to market this particularly in our country, as well as the close neighbors and to the World. Our Company is the world's sixth largest sodium sulfate manufacturer and committed itself to maintaining this position and makes great efforts for even going further.
Since the reserve of our mining licenses within Çayırhan is significantly high, it is the general policy of Alkim to increase our power in the sodium sulfate industry by means of increasing the capacity from time to time considering the demand for sodium sulfate that increases in our country and the region, without harming the supply and demand equilibrium.
This product of perfect quality manufactured at our potassium sulfate facility commissioned as of November 2022 started to be offered to the market. We work with leading distributors on potassium fertilizers. Our potassium sulphate, which has a much higher added value than sodium sulphate, has attracted great interest in both domestic and international markets from the very first moment it was produced. Potassium sulfate is a very valuable fertilizer for the soil. In addition to being extremely suitable for organic agriculture with its high potassium oxide content and almost zero chlorine, it is completely suitable for drip irrigation technologies in agriculture with its 100% water solubility feature.
The Board of Directors and the Management continuously supervise the conditions of the Company in line with the strategic goals. During the meetings of the board of directors held frequently and periodically, the conditions of the Company are reviewed and, new targets and strategies are developed depending on changing conditions. Monthly reports with respect to the achievement of the said targets are submitted to the Board of Directors, which then assesses such reports.
The "Communique (II-17.1.a)" on Amendment to the Corporate Governance Communique (II-17.1)", through which necessary additions have been made to the articles 1 and 8 of the Corporate Governance Communique so that the basic principles that the publicly traded companies are expected to disclose while carrying out their Environmental, Social and Corporate Governance works as per the Corporate Governance Communique, serial no. II-17.1 (Framework of Compliance with Sustainability Principles) are shared with the stakeholders, was published on the Official Journal on October 2, 2020.
The corporations are expected to provide a clarification on the annual reports concerning whether the sustainability principles are applied, if not, a reasoned description for the reason of, and the impacts of the environmental and social risk management due to the failure to these principles.
The basic provisions concerning the content and publication of the Sustainability Principles are determined and announced by the Capital Market Board.
The application of the Sustainability Principles are voluntarily and, the shareholders have been informed of the Framework of Compliance with Sustainability Principles concerning the sustainability principles.
The Corporate Governance Communique, serial no. II-17.1 was published on the Official Journal, no. 28871, on January 3, 2014. Our Corporate Governance Committee has analyzed the "Communique (II-17.1.a)" on Amendment to the Corporate Governance Communique (II-17.1)", published on the Official Journal on October 2, and the Framework of Compliance with Sustainability Principles.
The "Framework of Compliance with Sustainability Principles" sets forth the basic principles that the publicly traded companies are expected to disclose while carrying out the Environmental, Social Corporate Governance Management (ESM). Although the implementation of these principles are voluntarily, the corporations are required to report on whether they are complied with on the principle of "Comply or Disclose".
Accordingly, our Company has adopted the concepts of "equality", "transparency", "accountability" and "responsibility", which are the foundation of the corporate governance, and pays utmost attention to complying with the secondary regulations and decisions of the Capital Market Law ("CML") and the Capital Market Board ("CMB).
Our company attaches great importance to the application of the Corporate Governance Principles that are not mandatory. It has been decided to issue necessary regulations to comply with the framework at the maximum extent. There are already such regulations similar to those principles within the company. The company will make efforts to get over legal and restriction based obstacles. There has been no conflict of interest among the stakeholders up until today with respect to those principles not fully complied with.
In case of any conflict of interest that may arise in the future due to the failure to comply with these Principles that are not currently complied with, necessary investigations shall be made under the leadership of the Corporate Governance Committee, which is a management organ of our Company, the results thereof shall be shared with the Board of Directors, and necessary arrangements shall be made and, our organization is suitable for and award of these issues.
Efforts will continue to be made in order to ensure that the respective mechanisms within the framework of the said principles during the performance of the corporate governance practices and improve our corporate governance practices.
Based on the decision no. 34/977 adopted by the Capital Market Board on 23.06.2022 in accordance with the Corporate Governance Communique, serial no. II-17.1, the disclosures that are required to be made by corporations with shares exchanged on Primary Market, Star Market and Sub-Market on the Exchange Market for the compliance with the sustainability principles are to be made by means of using the following template of Sustainability Report through the Public Disclosure Platform (KAP) starting from the reports for 2022.
With the awareness of its social and environmental responsibilities, Alkim Alkali Kimya aims to be sensitive to the environment, to prevent environmental pollution and to continuously improve its environmental performance in all its activities and continues all its activities in this direction. With the awareness of environmental responsibility, it primarily determines the risks in each of its activities, and eliminates or minimizes these effects by making improvement studies. In this context, our Company, which focuses on creating value for today and the future, makes regulations in order to comply with the Sustainability Principles to the maximum extent.
At Alkim Kimya, sustainability, environmental management issues are evaluated and carried out through regular meetings with the environmental team, established within the scope of our environmental management system. In these meetings, the steps to be taken to reach our environmental targets set every year and to reach the targets are evaluated and studies are carried out in line with our environmental policy.
The Company does not have any lawsuits filed against it regarding environmental, social and corporate governance issues.
Attaching great importance to nature, the environment and quality since its establishment, Alkim Alkali Kimya has the first ISO 9001 Quality Management System in the world. In addition, it has a laboratory with ISO 14001 Environmental Management System, which proves the value it attaches to the environment, ISO 45001 Occupational Health and Safety Management System, which shows that its employees work in healthy environments and the value they attach to occupational health in their activities and the Accreditation Certificate, which is the TS EN ISO 17025 standard document, which proves the accuracy of the analyzes of the products it produces.
Due to the negative effects of climate change, natural resources are decreasing and ecosystems are being damaged. With the awareness that it is an important responsibility to minimize the effects of climate change and to protect natural resources that future generations will need, our company works to be a company that respects nature, as stated in its Environmental Policy.
Since the day it was founded, it continues its productions by aiming to carry out improvement works and to have a minimum impact on the environment, as in every other subject. The Company, which complies with the requirements of the TS EN ISO 14001 Environmental Management System document that it has owned since 2011, has achieved a significant reduction in the amount of waste with its waste management plans. In 2021, the Company received a "Basic Level Zero Waste Certificate" for five years.
Alkim Kimya carries out studies with the awareness of its responsibility within the scope of reducing natural resource consumption.
Our company has made significant improvements in recent times when energy costs have increased, and continues to do so. In this context, it aims to work more efficiently by starting to work on obtaining the ISO 50001 Energy Management System certificate in the upcoming period.
Efforts to replace the low efficiency electric motors working on the production line of the factory with more efficient electric motors (IE4) continue. In addition, research on the use of solar energy from renewable energy sources continues.
Our company aims to achieve a decrease in the amount of energy consumption in the coming years.
Alkim Kimya, within the framework of the global warming problem, carries out its activities with the awareness of its responsibility in reducing greenhouse gas (CO2) emissions.
Within the scope of the verification studies carried out by accredited institutions every year, when the last five years of the Company are taken as reference, it has been noted that although an increase is observed in the total production amount, an improvement has been achieved in the emission amounts per unit production.
Studies show that Alkim Alkali Kimya A.Ş. fulfills its part in the issue of global warming, which is emerging in the world. The company, without forgetting its responsibility towards the world, continues its efforts to implement projects that will reduce greenhouse gas emissions.
Water is one of our most important natural resources. Despite the decreasing rainfall due to the effect of climate change, water resources need to be managed effectively due to the increase in production and consumption. Alkim Kimya continues its activities aiming to ensure minimum water consumption.
Since 2011, our company, which complies with the requirements of the TS EN ISO 14001 Environmental Management System certificate it owns, monitors and evaluates the amount of water consumption.
Alkim Kimya aims to decrease the consumption of other natural resources, especially water consumption, in the coming years.
Alkim Kimya is a well-established company that creates added value to our country's economy with its knowledge, technology and products it produces. With the awareness that the most important value that carries us to this success is human resources, our employees are a part of our business and are our business partners with whom we share our successes.
Our company continues on its way by creating an effective and productive working environment for its employees who adopt the values of honesty, transparency, efficiency, respect for people and the environment. Alkim Kimya, based on laws, corporate values and ethical rules in human resources practices, is built on equal opportunity.
Human Resources follows an objective, systematic and development-oriented approach in all processes, from recruitment to career management, from training and development to performance management. Implements competitive compensation and benefits strategies that are compatible with market conditions.
Alkim Kimya does not discriminate on the basis of race, color, age, nationality, gender or belief while conducting all kinds of relations with its employees. As with all recruitment processes, equal opportunity is also provided to our employees. Employees' performance is managed and career and development plans are created with the right planning, succession and career management to bring good talents to our institution.
Our company has integrated its management and employees, which is fully committed to ethical values, has seen all its employees as family for generations, and thus has an employee structure with a high job loyalty.
Our employees shall never share non-public information with third parties for any reason, either for their own benefit or for the benefit of someone outside the Company. It is forbidden for those who can access inside information to gain benefits for themselves and/or third parties by using this information. Those who have access to inside information are the chairperson and members of the board of directors of the publicly traded company, senior managers, auditors, as well as those who may have information during the performance of their profession and duties, and the persons whose names have been determined, who may have direct or indirect information due to their contacts.
Alkim Kimya aims to present its approach to bribery and corruption clearly and to protect the image of the company. In this direction, as a part of the sensitivity it shows in business ethics, "Anti-Bribery and Anti-Corruption Policy has been implemented and it is announced on the corporate website of our company under the heading Investors Corporate Governance.
Due to the fact that it is a legally punishable act besides business ethics Employees are expected to show sensitivity in this regard and to be seen as a part of their personal duties and responsibilities independent of working life.
Our company aims at maximum compliance with the "Sustainability Principles Compliance Framework", which was prepared in line with the amendment dated 02.10.2020 made in the Corporate Governance Communiqué of the Capital Markets Board, and taking into account the interests of all stakeholders, especially the shareholders, it aims to continue its efforts to improve the compliance with the aforementioned principles.
| COMPLIANCE STATUS | |||||||
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| YES | NO | PARTIALLY | N/A | DESCRIPTION | REPORT DETAILS ON INFORMATION DISCLOSED TO THE PUBLIC LINK DETAILS |
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| A. General Principles | |||||||
| A1. Strategy, Policy and Targets |
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| A1. 1 |
The board of directors identifies the subjects, risks and opportunities concerning the primary environmental, social and corporate governance (ESG). |
x | The ESG working group founded as a group reporting to the General Manager upon the suggestion of the Corporate Governance Committee of Alkim Alkali Kimya A.Ş. is continuing to make efforts intended to identify the risks and opportunities, efficiently manage them, and create values and awareness in respect of sustainability. |
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| The ESG policies are created and disclosed to the public by the board of directors (e.g. Environmental Policy, Energy Policy, Human Rights and Employees Policy etc.). |
x | A resolution has been adopted by the board of directors for the Information Policy, Remuneration Policy, Profit Distribution Policy and Donation & Aid Policy out of the ESG Policies prepared in line with the Capital Market Legislation, and all of these policies are made available on the Public Disclosure Platform and at the corporate website of our company: www.alkim.com. Other ESG policies are being prepared. |
https://www.alkim.com.tr/alki m- bilgilendirme-politikasi https://www.alkim.com.tr/Kar - Dagitim- Politikasi https://www.alkim.com.tr/Bag is-Ve- Yardim Politikası https://www.alkim.com.tr/rus vet-ve- yolsuzlukla mucadele-politikasi https://www.alkim.com.tr/Etik Kurallar https://www.alkim.com.tr/ucr etlendirme-politikasi |
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| A1.2 | The short and long term targets as identified within the scope of the ESG policies are disclosed to the public. |
x | There are targets that had been identified, but these targets have not been disclosed to the public. The efforts concerning these targets are in progress. |
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| A2. Application/Monitoring |
| A2. 1 |
The committees and/or units in charge of carrying out the ESG policies as well as the senior officers concerning the ESG matters and, their tasks within the organization are identified and disclosed to the public |
x | The Corporate Governance Committee, Early Detection of Risk and Audit Committees have been established and disclosed to the public. An ESG Working Group has been formed at the general manager office level upon the suggestion of the Corporate Governance Committee, but not disclosed to the public. |
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|---|---|---|---|---|---|
| The respective committee and/or unit submits a report to the board of directors about the operations carried out within the scope of these policies for at least once in a year. |
x | The ESG Working Group provides a report on such efforts under the surveillance of the Corporate Governance Committee. |
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| A2.2 | Application and action plans are created and disclosed to the public in line with the ESG Targets. |
x | TS EN ISO 14001:2015 Environmental Management System Certification is available for the Dazkırı Koralkim Sodium Sulfate Facilities of our company. Action plans in line with the targets have been created as part of this management system but not disclosed to the public. |
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| Necessary studies are in progress for the integration of our other facilities. |
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| A2.3 | The ESG Key Performance Indicators (KPI) and the level to fulfill these indicators by years are disclosed to the public. |
x | The Key Performance Indicators (KPI) have been identified. Monitored by years. However, not disclosed to the public. |
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| A2.4 | The innovation activities that improve the sustainability performance for business processes or products and services are disclosed to the public. |
x | Innovation activities concerning the business processes are carried out. However, these studies have not been disclosed to the public yet. |
||
| A3. Reporting | |||||
| A3.1 | x Details about the sustainability performance, targets and actions of the |
| organization are provided on the annual reports in a comprehensible, accurate and sufficient manner. |
||||||
|---|---|---|---|---|---|---|
| A3.2 | Information is disclosed to the public by the organization to indicate to which principles of the United Nation (UN) 2030 Sustainable Development Targets its operations are related. |
x | The ESG Working Group is continuing studies in this respect. |
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| A3.3 | Legal actions brought and/or finalized against the company in respect of the ESG matters, and those legal actions that are significant to the ESG policies and/or that may significantly affect the operations are disclosed to the public. |
x | The company has not been a party to a lawsuit in this scope. |
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| A4. Verification | ||||||
| A4.1 | The ESG Key Performance measurements of the organization are verified by an independent third party and disclosed to the public. |
x | There has been no verification by an independent third party for the operations in 2022. |
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| B. Environmental Principles |
||||||
| B1 | The organization announces the policies and practices, action plans, environmental management systems (known as ISO 14001 standard) and programs in the field of environmental management. |
x | TS EN ISO 14001:2015 Environmental Management System Certification is available for the Dazkırı Koralkim Sodium Sulfate Facilities of our company. Action plans in line with the targets have been created as part of this management system but not disclosed to the public. Necessary studies are in progress for the integration of our other facilities. |
| B2 | The organization discloses to the public the report's extent, the report period, the report date, and the reporting -related restrictions concerning the environmental reports prepared for the submission of environmental management related information. |
x | Our organization outsources the environmental management from a company called CYD Mining; internal inspection reports are prepared and shared with the Management on a regular basis. However, this reporting is not disclosed to the public. |
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|---|---|---|---|---|---|
| B3 | Provided on A2.1. | ||||
| B4 B5 |
The environmental targets that are included into the rewarding criteria within the scope of performance incentive systems for the stakeholders (such as board members, executives and employees) are disclosed to the public. Details on how to integrate the primary environmental |
x | x | The primary environmental problems have been integrated with the respective business |
|
| problems with the respective business targets and strategies are disclosed to the public. |
targets and strategies, and monitored pursuant to the applicable legal procedures and, the practices concerning thereto are followed. However, this process has not been disclosed to the public. |
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| B6 | Provided on A2.4. | ||||
| B7 | Details on how the environmental matters are managed, and integrated with the respective nosiness targets and strategies in a way that covers the suppliers and customers across the value chain of the organization including the operational process are disclosed to the public. |
x |
| B8 | Details on whether the organization is involved into the process of the respective authorities and nongovernmental organizations to create environmental related policies, and the collaborations with them are disclosed to the public. |
x | Our organization is involved into and supports the process of the respective authorities and nongovernmental organizations to create environmental related policies. Contracts have been concluded in 2022 for the purpose of ensuring recovery targets with the recycling companies that have been established to contribute in the establishment of a sustainable recovery system through the contribution and participations of the industry, local governance and consumers for the economic and regular recovery of packaging wastes in Turkey. The collaborations with such authorities and nongovernmental organizations have not been disclosed to the public. |
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|---|---|---|---|---|---|
| B9 | Reports on the environmental impacts are disclosed to the public in a comparative manner under the light of the environmental indicators (Greenhouse gas emissions (Scope -1 (Directly), Scope - 2 (Energy indirectly), Scope - 3 (Other indirectly) 1), air quality, energy management, water and waste water management, waste management, biodiversity impacts). |
x | The Scope 1 Greenhouse Gas Emissions are calculated and verified by the verifying organization on an annual basis, and the approved report is resented to the Ministry of Environment and Urban Planning every year. The stack emissions are online monitored by the Ministry of Environment under the scope of the Continuous Emission Measurement Systems Communique (SEÖS). In addition to the online monitoring, our flue gas emissions are measured and monitored periodically by organizations that are appointed by the and Ministry of Environment and Urban Planning. The following data are monitored: energy consumptions and water consumptions as well as wastewater and hazardous/non - hazardous waste discharged together therewith. All these consumptions are periodically reported in comparative tables. |
||
| B10 | The standards, protocols, methodologies and base year details that are used to collect and calculate the data are disclosed to the public. |
x | |||
| Details on the status of the | Our organization monitors increases or |
| B11 | environmental indicators for | x | decreases in the environmental indicators for | |
|---|---|---|---|---|
| the reporting year, | the reporting year in a way that is compared | |||
| increases or decreases, in | to the previous years within the scope of our | |||
| comparison with previous | Environmental Management System, carry | |||
| years, are disclosed to the | out necessary improvements and take |
|||
| public. | necessary actions, but these details are not | |||
| disclosed to the public. | ||||
| Short and long term targets |
x | TS EN ISO 14001:2015 Environmental | ||
| B12 | have been identified to | Management System Certification is |
||
| reduce the environmental | available for the Dazkırı Koralkim Sodium | |||
| impacts, and these targets | Sulfate Facilities of our company. Targets | |||
| and the details on the | have been set as part of this management | |||
| progress compared to the | system but not disclosed to the public yet. | |||
| targets set in the previous | ||||
| years are disclosed to the | ||||
| public. |
| Necessary studies are in progress for the integration of our other facilities. |
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|---|---|---|---|---|---|---|
| B13 | A strategy to fight the climate crisis is created and, the actions planned are disclosed to the public. |
x | ||||
| B14 | Programs or procedures are created in order prevent or minimize the potential environmental impacts of the products and/or services, and these programs or procedures are disclosed to the public. |
x | Life cycles have been created within the scope of the Environmental Management Programs to prevent or minimize the potential environmental impacts of the products we manufacture, but these life cycles have not been disclosed to the public. |
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| Actions are taken to reduce the greenhouse emissions of the respective third parties (e.g. suppliers, sub -contractors, dealers etc.) and these actions are disclosed to the public |
x | |||||
| B15 | Details on the environmental benefits/earnings and cost savings from such attempts and projects intended to minimize the environmental impacts are disclosed to the public. |
x | ||||
| B16 | Data on energy consumption (natural gas, diesel, gasoline, LPG, coal, electric, heating, cooling etc.) are disclosed to the public as Scope -1 and Scope -2. |
x | Data on energy consumption (natural gas, diesel, gasoline, LPG, coal, electric, heating, cooling etc.) are shared with third parties as Scope -1 and Scope - 2 within the scope of the applicable legal procedures. |
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| B17 | Details on electricity, heat, steam and cooling generated and consumed within the reporting year are disclosed to the public. |
x | Total generated and consumed electricity, heat, steam, etc. data are recorded and reported to the senior management on a daily basis. |
| B18 | Studies are performed on increasing the use of renewable energy, transition to zero or low carbon electricity and these studies are disclosed to the public. |
x | Efforts are made in respect of the transition to the use of renewable energy in both Dazkırı Sodium Sulfate Facilities and Çayırhan Sodium Sulfate Facilities, and it is planned that it will put into practice within 2023. |
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|---|---|---|---|---|---|---|
| B19 | Data on the renewable energy production and usage are disclosed to the public. |
x | ||||
| B20 | Energy efficiency projects are prepared, and the details on the reduces achieved in the energy consumption and emission because of the energy efficiency projects are disclosed to the public. |
x | It is planned that the studies on the TS EN ISO 50001 Energy Management System and Energy Efficiency that are legally compulsory are to be completed within 2023. This will make it possible to prepare projects intended to reduce the energy consumptions and emissions. |
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| B21 | Details on the water consumption, and the quantities and sources of water drawn from underground or aboveground, recycled and discharged, and the respective procedures are disclosed to the public. |
x | Water consumption, and the quantities and sources of water drawn from underground or aboveground, recycled and discharged are monitored. |
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| B22 | Details on whether the operations or activities are included in any carbon pricing system (Emission Trading System, Cap & Trade or Carbon Tax) are disclosed to the public. |
x | ||||
| B23 | Details on the carbon credit information that is accumulated or purchased during the reporting period are disclosed to the public. |
x |
| B24 | Details on if carbon pricing is | x | ||||
|---|---|---|---|---|---|---|
| applied within the partnership | ||||||
| or not are disclosed to the | ||||||
| public. | ||||||
| Details on the platforms on | x | |||||
| B25 | which the environmental | |||||
| information of the organization | ||||||
| is provided are disclosed to the | ||||||
| public. | ||||||
| C. Social Principles | ||||||
| C1. Human Rights and | ||||||
| Employee's Rights | ||||||
| A Corporate Human Rights and | Our company has announced its Ethical Principles | |||||
| Employees' Rights Policy is | and Commitments at workplaces through the | |||||
| created in accordance with the | employee booklets and boards, and has distributed | |||||
| Universal Declaration of Human | x | these booklets to each employee. Moreover, our | ||||
| C1.1 | Rights, the ILO Conventions | company fulfils its essential working principles and | ||||
| approved by Turkey, and other | legal compliance commitments including Human | |||||
| applicable regulations, those | Rights, publishes this including its website, and | |||||
| responsible for the | informs its customers and employees separately | |||||
| implementation of this policy | through audits and acknowledgements; however | |||||
| are identified, and the details | this has not been disclosed to the public. | |||||
| thereon are disclosed to the | ||||||
| public. | ||||||
| The employees' rights policy | These issues have been passed from audit for | |||||
| contains the matters such as | social compliance issues that have been audited in | |||||
| fair labor, improvement of | the audit reports of the SEDEX audit company, and | |||||
| working conditions, women | x | this issue is included into our Company's Ethical | ||||
| employment and engagement | Principles and our commitments. All the | |||||
| C1.2 | considering the impacts of the | stakeholders need to comply with the business |
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| supply and value chains (no | ethics rules or have a code of conduct that is of | |||||
| discrimination in respect of | equal importance. | |||||
| gender, race, religion, | ||||||
| language, civil status, ethnicity, | ||||||
| sexual orientation, gender | ||||||
| identity, family responsibilities, | ||||||
| trade union activities, political | ||||||
| opinion, disability, social and |
| cultural differences etc.). | ||||
|---|---|---|---|---|
| C1.3 | Details on the measures that are taken along the value chain for the protection of groups sensitive to certain economic, environmental, social factors (low -income groups, women, etc.) or minority rights / equal opportunities are diclosed to the public. |
x | Our company is audited by SEDEX, which has BSCI Corporate Social Compliance audit certificate, and our practices in this regard are considered at an advanced level so far. However, not disclosed to the public. |
|
| C1.4 | Details on developments related to the preventive and corrective actions concerning discrimination, inequality, violations of human rights, forced labor and child employment are disclosed to the public. |
x | We follow -up the principles announced in AFR 01 - 06 in our Social Compliance Policies, and our company has not made any reporting since no such case has been recognized in its history. However, not disclosed to the public. |
|
| C1.5 | The employees' rights policy contain the matters such as investment in employees (training, development policies), compensation, granted benefits, right to unionization, work / life balance solutions, and talent management. |
x | Implemented and audited within the scope of BSCI Corporate Social Compliance. No deficiency has been found in this matter that is one of the articles of SEDEX audits. |
|
| Mechanisms are created in connection with the resolution x of complaints and disagreements of employees to identify the processes to resolve such disputes. |
Within the direct and vertical hierarchy of our employees; if there is any problem or disagreement that is required to be resolved, all of our employees are aware of our "Open Door Policy" as we have declared. |
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| Details on the activities carried x out within the reporting period in order to maintain customer satisfaction are disclosed to the public. |
There are evaluations submitted to our employees on the subject. |
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| Occupational health and safety x policies are created and disclosed to the public. |
Our company has an Occupational Health and Safety Policy and made available the same on the website to all the stakeholders and the public. |
https://www.alkim.com.tr/is - sagligi -ve - guvenlik |
| C1. 6 | ||||||
|---|---|---|---|---|---|---|
| Details on the measures that have been taken to prevent work accidents and to protect health, and the accident statistics are disclosed to the public. |
x | This is currently performed by means of electronic signs at the company's production locations. Furthermore, the notifications arising from the laws are made on time and to public entities, and their statistics are kept at public entities. In addition to this, there is no separate disclosure open to entire public. The health and safety of our employees are of top importance for Alkim. As a result of the efforts carried out in line with this purpose, all the factories are entitled to TSE Covid -19 Safe Production Certification. |
https://www.kap.org.tr/tr/Bildiri m/902114 |
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| C1.7 | Personal data protection and data security policies are created and disclosed to the public. |
x | In the KVKK (Protection of Personal Data) Legal process; occupational safety requirements have been fulfilled with the information, assignment and commitments that are made through VERBIS system, as well as the notifications made on our WEB site and the employees and data owners whose explicit consent have been received by us. However, not disclosed to the public. |
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| C1.8 | A code of conducts is created and disclosed to the public. |
x | With our Document AFR 01 -07, our Company's Business Ethics Policy and Rules have been disclosed to all public and 3rd parties through our Internet site. |
https://www.alkim.com.tr/Etik - Kurallar |
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| C1.9 | ||||||
| C1.1 0 |
Acknowledgement meetings and training programs are organized for employees on ESG policies and practices. |
x | Decided to engage the Corporate Governance Committee to ensure that the necessary efforts concerning the Sustainability Principles Compliance Frame are carried out in line with the business operations of our company. A Sustainability Working Group has been formed within the organization of our company. The authorized persons within the group have been informed accordingly. An evaluation is being made in this respect. |
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| C2. Stakeholders, International Standards and Initiatives |
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| C2.1 | A customer satisfaction policy is issued about the management |
x | Our company attaches great importance to customer satisfaction within the framework of our TS |
| and resolution of customer | ISO 9001:2018 Quality Management System and, | https://www.alkim.com.tr/kali | ||||
|---|---|---|---|---|---|---|
| complaints and, and disclosed | this is discussed on the ALKİM Quality Policy. | te - yonetimi |
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| to the public. | Levels of customer satisfaction are measured every | |||||
| year and, necessary actions are taken in case of | ||||||
| dissatisfaction as a result of feedbacks. | ||||||
| However, not disclosed to the public. | ||||||
| Details on the communication | x | Issues that concern Stakeholders in the field of | ||||
| C2.2 | with the stakeholders (which | sustainability are shared on various platforms, in the | ||||
| stakeholders, subject and | annual report and on the corporate website. | |||||
| frequency) are disclosed to the | ||||||
| public. | ||||||
| Details on the international | x | Studies are in progress in respect of international | ||||
| C2.3 | reporting standards adopted on | reporting standards. | ||||
| the reports are disclosed. | ||||||
| Details on the principles | x | Studies within this scope are in progress . | ||||
| C2.4 | adopted with respect to | |||||
| sustainability as well as the | ||||||
| international institutions, | ||||||
| committees and procedures | ||||||
| applying to the organization are | ||||||
| disclosed to the public. | ||||||
| Improvements and are carried | x | Matches with the targets, efforts and actions of | ||||
| C2.5 | out and efforts are made to be | sustainability. | ||||
| included in the sustainability | ||||||
| indexes of the Istanbul Stock | ||||||
| Exchange and/or international | ||||||
| index providers. | ||||||
| D. Corporate Governance | ||||||
| Principles | ||||||
| D1 | Opinions of stakeholders in | x | ||||
| determining the measures and | ||||||
| strategies in the field of | ||||||
| sustainability are received. | ||||||
| Efforts are made on raising | ||||||
| D2 | awareness on the issue of | x | ||||
| sustainability and its importance | ||||||
| through social responsibility | ||||||
| projects, awareness activities | ||||||
| and trainings. |
The Corporate Governance Compliance Report (CRF) and the Corporate Governance Information Form (CGIF) are disclosed to the public at the Public Disclosure Platform ("PDP") at least three weeks before the general assembly meeting date. The CRF is used to report the status of compliance with voluntary principles, and the CGIF is used to provide information on the existing corporate governance practices.
The Corporate Governance Compliance Report has been prepared as follows in line with the formats as set forth under the Capital Market Board's ("CMB") Decision No. 2/49 of 10 January 2019 and the Corporate Governance Communique No. II-17.1. The section marked with (X) represents the compliance status of the Company and necessary explanations are made for the practices for which a "yes" answer is not given.
Corporate Governance Compliance Report
| Compliance Status | ||||||
|---|---|---|---|---|---|---|
| Yes | Partially | No | Exempted | N/A | Disclosure | |
| Corporate Governance Compliance | ||||||
| Report 1.1. FACILITATION OF USE OF THE RIGHTS OF THE SHAREHOLDERS |
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| 1.1.2 - All information and disclosures that may affect the exercise by a shareholder of their rights are update and made available to the investors through the corporate internet site of |
X | |||||
| the company. 1.2. RIGHT TO DEMAND AND REVIEW INFORMATION |
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| 1.2.1- The company's management has avoided any action that may make difficult the performance of special audits. |
X | There is no provision in the articles of association concerning the appointment of special audits. There has been no special audit request within the period. |
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| 1.3. GENERAL MEETING | ||||||
| 1.3.2 - The company has ensured that the agenda items of the general meeting are clearly disclosed and, each proposal is submitted under a separate heading. |
X | |||||
| 1.3.7 - Those who have a privilege access to the company's information have informed the board of directors about their actions carried out concerning the subject of activity of the company on their own behalf, which is to be notified during the general meeting. |
X | No transaction disclosure has been made within the scope of the Principle 1.3.7. |
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| 1.3.8 - The respective board members and other persons relating to the material subjects in the agenda, those in charge of the preparation of the financial statements and, the auditors have attended the general meeting. |
X | |||||
| 1.3.10- A separate section has been formed |
The amounts of all the |
| under the agenda items of the general meeting the amounts of all the donations and aids and, those who have made use thereof. |
X | donations and, those who have made use have been stated on the agenda items of the general meeting. |
and aids thereof |
|
|---|---|---|---|---|
| 1.3.11 - The general meeting was held open to the public including the stakeholders and media members with no right to take the floor. |
X |
| Compliance Status | ||||||
|---|---|---|---|---|---|---|
| Yes | Partially | No | Exempted | N/A | Disclosure | |
| 1.4. VOTING RIGHT | ||||||
| 1.4.1 - There is no restriction or application that may make difficult for the shareholders to |
X | |||||
| exercise their voting rights. 1.4.2- There is no share in the company to which a privilege voting right is attached. |
X | Whereas, the shares of the Groups A, B, C and D were entitled to 100 votes per share as per the Articles of Association during the incorporation of the Company, and the Turkish Commercial Code No. 6102, the article 479(2) "Privileges regarding the Voting Right" provides that each share may be entitled to fifteen votes at maximum and, this restriction would not be applied if it was provided that there was a justified reason or due to such reasons that require institutionalization. Accordingly, a legal action initiated before the Commercial Court of First Instance located where the registered office is situated for establishing a provisional injunction to be excluded from the said restriction has been refused and, the decision thereof has been approved before the Court of Cassation. Therefore, the respective provisions of the article 479 (2) of the Turkish Commercial Code have applied to the Group "A", "B", "C" and "D" shares. 1 vote cast for 1 share in any type of the shares |
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| during the General Assembly Meetings of the Company. |
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| 1.4.3 - The company has not exercised the voting right at general meeting of any partnership, in which |
X | Our company has exercised voting right at the general meeting of Alkim Kağıt Sanayi ve |
| the company has a mutual participation relationship causing a controlling relationship. |
Ticaret A.Ş. where our company holds 79.93% of the shares. |
||
|---|---|---|---|
| 1.5. MINORITY RIGHTS | |||
| 1.5.1 - The company has taken utmost care about the use of the minority rights. |
X | ||
| 1.5.2 - Minority rights has also been granted to those holding less than twentieth of the capital as per the articles of association and, extended the scope of the minority rights under the articles of association. |
X | The pertinent provisions of the Turkish Commercial Code No. 6102 and the Capital Market Law No. 6362 are applied although it is not regulated under the articles of association. |
|
| 1.6. ENTITLEMENT TO DIVIDENDS |
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| 1.6.1 - The dividend policy approved by the general meeting has been disclosed to the public through the corporate website of the company. |
X | ||
| 1.6.2 - The dividend policy contains minimum information that is sufficient to ensure that the shareholders could forecast the principles on how to distribute the profits in the subsequent periods. |
X | ||
| 1.6.3 - Reasons of non - distribution of dividends and, how the undistributed profits are to be used are indicated in the respective agenda item. |
X | Profit is distributed. | |
| 1.6.4 - The board of directors have reviewed if there has been balance between the benefits of the shareholders and the benefits of the company in the dividend policy. |
X | ||
| 1.7. SHARE TRANSFERS |
| Compliance Status | ||||||
|---|---|---|---|---|---|---|
| Yes | Partially | No | Exempted | N/A | Disclosure | |
| 1.7.1 - There is no restriction that make difficult share transfers. |
X | There is no restriction on the shares of our company traded at the exchange market. However, a right of first refusal is attached to the founder shares concerning the transfers of the founder shares. |
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| 2.1. CORPORATE WEBSITE |
||||||
| 2.1.1 - The corporate website of the company contains all the factors as required as per the corporate governance principle no. 2.1.1. |
X | Since the Company does not have a policy on the acquisition of own shares, there is no information on the website in this respect. |
||||
| 2.1.2- The shareholding structure (names, privileges, number of shares and privileges of the real persons holding 5% of the issued capital) is updated on the corporate website once every 6 months. |
X | |||||
| 2.1.4 - The information contained on the corporate website of the company is also prepared in foreign languages selected according to the needs with the same content as the Turkish version. |
X | Information considered significant has been translated into English and, efforts are being made to translate all the information. |
||||
| 2.2. ANNUAL REPORT 2.2.1 - The board of directors ensures that the annual reports reflect the company activities in a complete and accurate manner. |
X | |||||
| 2.2.2 - The annual report contains all the factors as required by the principle no. 2.2.2. |
X | |||||
| 3.1. COMPANY POLICY CONCERNING STAKEHOLDERS |
||||||
| 3.1.1- The regulations concerning the rights of the stakeholders are protected under the respective agreements and bona-fide |
X |
| rules. | ||||
|---|---|---|---|---|
| 3.1.3 - The policies and procedures concerning the rights of the stakeholders are made available on the corporate website of the company. |
X | There is no policy and procedure concerning the rights of the stakeholders. |
||
| 3.1.4 - Mechanisms through which the stakeholders are able to notify about actions contrary to the pertinent legislations and considered not ethically have been created. |
X | |||
| 3.1.5 - The Company deals with the conflicts of interest between the stakeholders in a balanced manner. |
X | |||
| 3.2. SUPPORTING THE PARTICIPATION OF THE STAKEHOLDERS IN THE COMPANY MANAGEMENT |
||||
| 3.2.1 - The participation of the employees in the management is regulated under the articles of association or by means of internal directives. |
X | The participation of the employees in the management by means of internal applications, although there is no such provision under the articles of association. |
||
| 3.2.2 - Methods such as surveys / consultations have been applied to obtain the opinions of the stakeholders in respect of significant decisions that may have consequences about the stakeholders. |
X | Requests, recommendations and complaints submitted by the customers, suppliers and shareholders are dealt with and assessed accordingly. |
3.3. COMPANY'S HUMAN RESOURCES POLICY 3.3.1 - An employment policy that provides equal opportunities and a succession planning for all the key executives have been adopted by the company. 3.3.2 - Criteria with respect to personnel hiring have been set forth in writing. X 3.3.3 - The company possesses a Human Resources Improvement Policy and, carries out training activities for the employees accordingly. X 3.3.4 - Meetings have been held to inform the employees of the company's financial conditions, remuneration, career planning, training and health. 3.3.5 - Decisions that may affect the employees have been informed to the employees and their representatives. The opinion of the respective union has been obtained in these respects. 3.3.6 - All the job definitions and performance criteria have been prepared in detailed for the employees and announced to them and, used for the decisions about remuneration. X 3.3.7 - Measures have been taken in order to discrimination among the employees and protect the employees from physical, mental and emotional abuses within the company through mechanisms such as procedures, training, awareness raising, targets, monitoring, complaints etc. X
Although there is an employment policy that provides equal opportunities, studies are in progress about the succession planning.
There has been periodic information, but no information meeting has been held since efforts are in progress in respect of some certain subjects.
Our employees are directly informed but there is no union.
x
X
X
3.3.8 - The company supports the right to form associations and use of collective agreements in an efficient manner. X 3.3.9 - A secure working environment is provided for the employees. X 3.4. RELATIONSHIPS WITH THE CUSTOMERS AND SUPPLIERS 3.4.1-The company has measured the level of customer satisfaction and, acted in line with the principle of unconditional customer satisfaction. X 3.4.2 - In case there is any delay in the processing of the requests of the customers concerning the goods and services purchased, the customers are accordingly informed. X 3.4.3 - The company act in line with the respective quality standards concerning its goods and services. X 3.4.4 - The company possesses all controls intended to protect the confidentiality of the sensitive information of the customers and suppliers considered trade secrets. X 3.5. CODES OF CONDUCT AND SOCIAL RESPONSIBILITY 3.5.1 - The board of directors has set forth the X
Codes of Conduct and make it available on the corporate website of the company.
3.5.2- The company is sensitive about the concept of social responsibility. It has taken measures to prevent corruption and bribery . X 4.1. FUNCTION OF THE BOARD OF DIRECTORS 4.1.1- The board of directors ensures that the strategies and risks do not pose any threat to the longterm benefits of the Company and, an efficient risk management takes place accordingly. X 4.1.2- The agenda items and minutes of the meetings evidence that the board of directors discusses on approve the strategic targets of the company, identifies the resources need and, audits the management2s performance. 4.2. THE BOARD OF DIRECTORS' PRINCIPLES OF OPERATION 4.2.1- The board of directors have documented its activities and, informed the shareholders accordingly. X 4.2.2- The board members' duties and authorities have been indicated on the annual report. X
X
4.2.3 - The board of directors has formed an internal control system suitable for the size and complexity of the activities of the company. X The board of directors carries out the agenda items and minutes in line with the company's targets and the resources needed, but there is no performance audit on the board of directors.
The annual reports indicates the pertinent provisions of the Turkish Commercial Code concerning the duties and authorities of the board members but, does not contain detailed information.
The company's sales, procurement, invoicing, goods acceptance and the energy consumptions of all the business units are subject to cross check by the accounting and financial affairs departments.
This data from the accounting department is reviewed in a detailed manner during a part of each board meeting, for which sufficient period of time is allocated and, each board member is able to query and audit all the sales, procurements and productions.
4.2.4- The annual report contains the information about the functions and efficiency of the internal control system. X
4.2.5 - The duties of the chairman and CEO (general manager) have been separated from one another and defined accordingly. X
4.2.7- The board of directors ensures that the investor relations department and the corporate governance committee efficiently operate and, has functioned in a close relationship with the investor relations department and the corporate governance committee in respect of the settlement of the disputes between the company and the shareholders and, connection with the shareholders. X
4.2.8 - A management responsibility insurance has been taken in an amount that exceeds 25% of the company capital in respect of the faults during the performance of their duties and, the losses caused thereby to the company.
X
There is no executive liability insurance.
4.3. STRUCTURE OF THE BOARD OF DIRECTORS 4.3.9- A target for the percentage of the female board members has been set as 25% at minimum and, a policy has been crated to attain this target. The board of directors' structure is reviewed on an annual basis and, the process of nominations takes place in accordance with this policy. x
4.3.10 - At least one of the committee members in charge of audit has experience of 5 years in the field of audit/accounting and financing. X 4.4. FORM OF THE BOARD MEETINGS
4.4.1 - All the board members have physically or electronically attended most of the board meetings. X 4.4.2 - The board of directors has defined a minimum period of time in which all the information and documents concerning the agenda items need to be sent to all the shareholders before the meeting. X
4.4.3 - The opinions of the board members not attending the meeting but informing the board of directors of their opinions have been submitted to the other board members. X 4.4.4 - Each board member has one vote in the board of directors. X
4.4.5 - Internal regulations have been created concerning how the board meetings are to be held. X 4.4.6 -The minutes of the board meetings indicate that all the agenda items have been discussed and, are prepared in a way to include the opposite opinions. X
A percentage of 25% at minimum for the female board members has been considered. The percentage of the female board members in the company is 22%. However, there is no policy concerning the target of 25% at minimum for the female board members in the company.
4.4.7 - There is a restriction on the board members precluding them to take offices outside the company. The information on the offices taken by the board members outside the company has been submitted to the shareholders during the general meeting.
X
There is no restriction on the board members precluding them to take offices outside the company considering that it would be beneficial to the company. There is no restriction. The shareholders have been informed during the general meeting through the annual report.
| Compliance Status | ||||||
|---|---|---|---|---|---|---|
| Yes | Partially | No | Exempted | N/A | Disclosure | |
| 4.5. COMMITTEES FORMED WITHIN THE BOARD OF DIRECTORS |
||||||
| 4.5.5 - Each board member takes place in only one committee. |
x | Considering the number of existing members in line with the pertinent provisions of the applicable regulations on the form of committees, there is a necessity that a member of the Board of Directors needs to be in more than one committee and, it has been observed that this does not cause any setback, non compliance and/or conflict of interest concerning the operations of the committees. The committee memberships are reviewed every year depending on the number of the board members and the structure of the board. |
4.5.6- The committees have invited such persons to their meetings to obtain their opinions and, obtained their opinions accordingly. X 4.5.7 - The annual report contains the information on the dependence of the persons/corporations from which the committee receives consultancy services. 4.5.8 - A report has been issued concerning the consequences of the committee meetings and submitted to the board members. X 4.6. FINANCIAL RIGHTS GRANTED TO THE BOARD MEMBERS AND
EXECUTIVES WITH
The committees have not received any consultancy
ADMINISTRATIVE RESPONSIBILITIES X
service.
4.6.1 - The board of directors has carried out a performance assessment on the board in order to evaluate if it has efficiently fulfilled its responsibilities. 4.6.4 - The company has not made available any loan or lent to a board member or an executive with administrative responsibilities, not extended the period for the repayment of a debt, not improved the respective terms, not made available any loan as an individual loan through third persons or not given any security in their favor. X
4.6.5 - Remunerations given to each board member and executive with administrative
responsibilities have been explained on the annual report.
X
No performance assessment takes place on the board of directors.
X The sum of the benefits made available to the Board of Directors and the senior executive is collectively reported in the financial report. The Remuneration Policy submitted to the General Assembly for information is made available on the corporate website. It is not planned to disclose the remunerations given to each executive with administrative responsibilities pursuant to the Personal Data Protection Law No. 6698.
| 1. SHAREHOLDERS | |
|---|---|
| 1.1. Facilitation of Use of the Rights of the Shareholders |
|
| Number of the investor conferences and meetings organized by the meeting during the year |
0 |
| 1.2. Right to Demand and Review Information | |
| Number of special requests from auditors | 0 |
| Number of special requests from auditors that have been accepted at the general meeting |
0 |
| 1.3. General Meeting | |
| Link of the PDP announcement, through which the information requested under the scope of the Principle No. 1.3.1 (a-d) is disclosed |
https://www.kap.org.tr/tr/Bildirim/1118221 |
| Whether the documents concerning the general meeting are presented in English concurrently with the Turkish version. |
Documents concerning the general assembly meeting have not been presented in English. |
| Links of the PDP announcements concerning the businesses, for which there has been no majority of the independent directors or no unanimity voting of the attending directors, under the scope of the Principle No. 1.3.9 |
No transaction has been carried out within the scope of the Principle 1.3.9. |
| Links of the PDP announcements concerning the related party businesses carried out under the scope of the article 9 of the Corporate Governance Communique (II-17.1) |
There has been no such business under the scope of the article 9. |
| Links of the PDP announcements concerning the common and continuous businesses carried out under the scope of the article 10 of the Corporate Governance Communique (II-17.1) |
There has been no such business under the scope of the article 10. |
| Name of the section of the corporate website of the company, where the policy concerning donations and aids is made available |
On the company's corporate website at www.alkim.com; Investors / Corporate Governance / Grants and Donation Policy |
| Link of the PDP announcement, where the minutes of the general meeting, during which the policy concerning donations and aids had been approved, are available |
https://www.kap.org.tr/tr/Bildirim/1013495 |
| Number of the article of the articles of association that regulates the attendance of the stakeholders to the general meeting |
Not applicable. |
| Information on the stakeholders attending the general meeting 1.4. Voting Rights |
The company's employees and representatives are allowed to attend the General Assembly Meeting. |
| Whether there is any privilege concerning the voting right |
No |
| In case there is any privilege concerning the voting right, then the privileged shareholders and, the percentage of the shares they hold |
Whereas, the shares of the Groups A, B, C and D were entitled to 100 votes per share as per the Articles of Association during the incorporation of the Company, and the Turkish Commercial Code No. 6102, the article 479(2) "Privileges regarding the Voting Right" provides that each share may be entitled to fifteen votes at maximum and, this restriction would not be applied if it was provided that there was a justified reason or due to such reasons that require institutionalization. In this context, the place where the company's registered office is located. |
|---|---|
| Accordingly, a legal action initiated before the Commercial Court of First Instance located where the registered office is situated for establishing a provisional injunction to be excluded from the said restriction has been refused and, the decision thereof has been approved before the Court of Cassation. Therefore, the respective provisions of the article 479 (2) of the Turkish Commercial Code have applied to the Group "A", "B", "C" and "D" shares. 1 vote cast for 1 share in any type of the shares during the General Assembly Meetings of the Company. |
|
| Percentage of the shareholding held by the majority shareholder |
17.00% |
| 1.5. Minority Rights | |
| Whether the minority rights have been expanded (in terms of content or extent) in the articles of association of the company |
No |
| In case the minority rights have been expanded in terms of the content and extent, please indicate the number of the respective article of the articles of association. |
Not applicable. |
| 1.6. Entitlement to Dividends | |
| Name of the section of the corporate website, where the dividend policy is made available |
On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Dividend Policy |
| In case there is a proposal submitted by the board of directors to the general meeting for the non distribution of dividend, then please provide the text of the minutes pertaining to the general meeting agenda indicating the reasons thereof and how the profit not distributed is to be used |
There has been no proposal submitted by the board of directors for non-distribution of dividend. |
| In case of a proposal submitted by the board of directors to the general meeting for non-distribution of dividend, then please indicate the link of the PDP announcement, through which the respective minutes of the general meeting are disclosed |
Not applicable. |
| General Meetings | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| General Meeting Date |
Number of the requests for additional disclosure submitted to the company concerning the general meeting agendas |
Percentage of the shareholders attendance to the general meeting |
Percentage of the shares represented in person |
Percentage of the shares represented by proxy |
Name of the section of the corporate website of the company, where the minutes of the general meeting also indicating the positive and negative votes for each agenda item are made available |
Name of the section of the corporate website, where all the questions asked during the general meeting and the answers thereto are made available |
Number of the respective article or paragraph of the general meeting minutes concerning related parties |
Number of persons who make notice to the board of directors and who have a privileged access to the shareholding information (list of insiders) |
Link of the general meeting notice published on the PDP |
| 3/28/2023 | 0 | 51.72% | 25.62% | 25.58% | Investors / Corporate Identity / General Meetings / General Meeting Minutes |
Investors / Corporate Identity / General Meetings / General Meeting Minutes |
None | 33 | https://www.k ap.org.tr/tr/Bil dirim/111822 1 |
| 2. PUBLIC DISCLOSURES AND TRANSPARENCY |
|
|---|---|
| 2.1. Corporate Website | |
| Names of the sections of the corporate website, where the information as requested by the corporate governance principle no. 2.1.1 is made available |
On the corporate website of the company www.alkim.com; Investors / Corporate Identity, Corporate Governance, Financial Reports and Periodic Financial Statements, Material Event Disclosures, Share Certificates and Investor Info, Press Releases and Presentations, Information Society Services |
| Section of the corporate website, where the list of the real persons who directly or indirectly hold more than 5% of the shares is made available |
On the corporate website of the company www.alkim.com: Investors / Corporate Identity / Shareholding Structure |
| Languages in which the corporate website is prepared |
Turkish - English |
| 2.2. Annual Report | |
| Number of the pages or the names of the sections of the annual report, where the information as mentioned corporate governance principle no. 2.2.2 is made available |
|
| a) Number of the pages or the names of the sections, where the information on the duties carried out by the board members and executives outside the company and the declarations of independence of the board members are made available |
Annual Report / Information on Corporate Governance / Section 5 Board of Directors |
| b) Number of the pages or the names of the sections, where the information on the committees formed within the board of directors is made available |
Annual Report / Information on Corporate Governance / Section 5 Board of Directors / Section 5.5 Committees Formed within the Board of Directors |
| c) Number of the pages or the names of the sections, where the information on the number of the meetings held within the year and, the attendance of the board members to the meetings is made available |
Annual Report / Information on Corporate Governance / Section 5 Board of Directors / Section 5.4. Forms of the Meetings of the Board of Directors |
| ç) Number of the pages or the names of the sections, where the information on legislation changes that may significantly affect the business operations of the company is made available |
Annual Report / Section 9 Other Issues |
| d) Number of the pages or the names of the sections, where the information on significant legal cases initiated against the company and possible consequences thereof is made available |
Annual Report / Section 9 Other Issues |
| e) Number of the pages or the names of the sections, where the information on conflict of interests between the company and corporations, from which it receives services such as investment consultancy and rating, and the measures taken to avoid such conflicts, is made available |
Annual Report / Section 9 Other Issues |
|---|---|
| f) Number of the pages or the names of the sections, where the information on the affiliates, in which the direct participation rate exceeds 5%, is made available |
Not applicable. |
| Number of the pages or the names of the sections, where the information on the employees' social rights, professional training and other company activities with a consequence on the society and environment, is made available |
Annual Report / Information on Corporate Governance / Section 4 Stakeholders |
| 3. STAKEHOLDERS | |
|---|---|
| 3.1. Company Policy Concerning Stakeholders | |
| Name of the section of the corporate website, where the compensation policy is made available |
On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Code of Conducts / Compensation Policy |
| Number of the finalized court decisions against the company due to breach of the employees' rights |
0 |
| Title of the authorized person concerning whistleblowing mechanism |
Ali Murat Özçelik |
| Contact Information concerning how to access the whistleblowing mechanism |
[email protected] |
| 3.2. Supporting the Participation of the Stakeholders in the Management of the Company |
|
| Name of the section of the corporate website, where the internal regulations concerning the participation of the employees to the management are made available |
Not applicable. |
| Managing bodies, where the employees are represented |
Occupational Health and Safety Board |
| 3.3. Company's Human Resources Policy | |
| Role of the board of directors in the development of a succession plan for the key management positions |
Decision making and planning |
| Name of the section of the corporate website, where the human resources policy containing the criteria on the equal opportunities and personnel hiring or the summary of the respective articles of the policy |
On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Code of Conducts |
| Whether there is an employee stock ownership program |
There isn't an employee stock ownership program. |
| Name of the section of the corporate website, where the human resources policy containing the measures taken to prevent discrimination and maltreatment or the summary of the respective articles of the policy |
On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Code of Conducts / Human Resources Development Policy |
| Number of the finalized court decisions against the company due to the responsibility for occupational accidents |
0 |
| 3.5. Codes of Conduct and Social Responsibility | |
| Name of the section of the corporate website, where the code of conducts is made available |
On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Code of Conducts |
| Name of the section of the corporate website, where the corporate social responsibility report is made available. In case there is no corporate social responsibility report, then please indicate the measures taken in environmental, social and corporate management aspects |
On the corporate website of the company www.alkim.com; Responsibilities/ Social Responsibility - Environmental Responsibility - Occupational Health and Safety - Ethical Responsibility |
|---|---|
| Measures taken to fight all types of corruptions including extortion and bribery |
Attentive to public decency rules. All the employees carry out their duties in a transparent, accountable and responsible manner. Relationships between the employees are based on the concept of mutual respect, trust and cooperation. All the employees assume their respective responsibilities in order to protect and improve the respectful image of the company and the name "ALKİM". The employees may not use the confidential and non-public information about the company for their own benefit or the benefit of others On the corporate website of the company www.alkim.com: Investors / Corporate Governance / The Anti-Bribe and Anti-Corruption Policy |
| 4. BOARD OF DIRECTORS-I | |
|---|---|
| 4.2. The Board of Directors' Principles of Operation |
|
| When the most recent performance assessment of the board of directors was made |
Not applicable. |
| Whether independent specialists are made use of during the performance assessment of the board of directors |
No |
| Whether all the members of the board of directors are released |
Yes |
| Name of the board members, to whom authority is transferred during the duty distribution and, the content of such authorities |
There has been no authority transfer. |
| Number of the reports submitted by the internal control department to the audit board or other respective committees |
0 |
| Number of the page or the name of the section of the annual report, where an assessment concerning the efficiency of the internal control system is made available |
Annual Report / Section 5 Information on Sales and Marketing Activities |
| Name of the chairman of the board of directors | Mehmet Reha Kora |
| Name of the CEO/ General Manager | Selçuk Denizligil |
| Link of the PDP announcement that indicates the reason why the chairman of the board of directors and CEO/General Manager is the same person |
The chairman of the Board of Directors and the General Manager are different persons. |
| Link of the PDP announcement indicating that the losses that may be caused in the company by the faults of the board members during the performance of their duties are insured for an amount that exceeds 25% of the company's capital |
None. |
| Name of the section of the corporate website, where the information on the diversity policy intended to increase the percentage of the female board members is made available |
None. |
| Number and percentage of the female board members |
There are 2 female board members corresponding to 22%. |
| Name/Surname of the Board Member |
Executive or Non-Executive |
Independent Director or Nor |
Date of Appointment to the Board for the First Time |
Link of the PDP Announcement Indicating Declaration of Independence |
Whether the Independent Director Has been Assessed by the Nomination Committee |
Whether There Are Any Member Who Lost Their Independence |
Whether They Have an Experience of at least 5 Years in Auditing, Accounting and/or Financing |
|---|---|---|---|---|---|---|---|
| Mehmet Reha Kora |
Executive | Not an Independent Member |
5/14/1991 | Not assessed | No | Yes | |
| Adem Haluk Kora |
Executive | Not an Independent Member |
5/14/1991 | Not assessed | No | Yes | |
| Arkın Kora | Non-executive | Not an Independent Member |
5/14/1991 | Not assessed | No | Yes | |
| Ferit Kora | Non-executive | Not an Independent Member |
5/14/1991 | Not assessed | No | Yes | |
| Tülay Kora | Non-executive | Not an Independent Member |
4/7/2006 | Not assessed | No | Yes | |
| Svitlana Kora | Non-executive | Not an Independent Member |
4/8/2015 | Not assessed | No | Yes | |
| Emine Hale Kosif |
Non-executive | Not an Independent Member |
4/8/2008 | Not assessed | No | Yes | |
| M. C. Nazım Barbarosoğlu |
Non-executive | Independent Member |
4/12/2018 | https://www.k ap .org.tr/tr/Bildiri m/1004419 |
Assessed | No | Yes |
| Hıdır Mehmet Çolpan |
Non-executive | Independent Member |
4/12/2018 | https://www.k ap .org.tr/tr/Bildiri m/1004419 |
Assessed | No | Yes |
| 4. BOARD OF DIRECTORS-II | |
|---|---|
| 4.4. Form of the Board Meetings | |
| Number of the board meetings held physically during the report period |
16 |
| Average ratio of the attendance to the board meetings |
80% |
| Whether there is an electronic platform to facilitate the operations of the board of directors |
No |
| As per the operation principles of the board of directors, how many days before the meeting are necessary information and documents are submitted to the board members |
All information and documents relating to the agenda items to be discussed during the board meeting are submitted to the board members for review at least 10 calendar days before the meeting by means of establishing an equal information flow. |
| Name of the section of the corporate website, where the information on the internal regulations identifying how the board meetings are to be held is made available |
There are internal regulations, through which how the board meetings are to be held is identified, which are made available on the corporate website. There is no section within the Articles of Association concerning this issue. |
| The upper limit as set forth under the policy that restricts the freedom of the board members to take offices outside the company |
There is no restriction on taking office outside the company due to the business experience of the board members greatly contributing to the board of directors. |
| 4.5. Committees Formed within the Board of Directors |
|
| Number of the page or the name of the section of the annual report, where the information on the board of directors committees is made available |
Annual Report / Information on Corporate Governance / Section 5 Board of Directors / 5.5 Committees Formed within the Board of Directors |
| Link of the PDP announcement, through which the committee operation principles are disclosed |
https://www.kap.org.tr/tr/Bildirim/431899 |
| Names of the Board of Directors Committees |
Name of the Committee Indicated as "Other" in the First Column |
Name-Surname of the Committee Members |
Whether He/ She is the Committee Chairman |
Whether He/ She is a Board Member |
|---|---|---|---|---|
| Corporate Governance Committee | M. C. Nazım Barbarosoğlu | Yes | Member of the Board of Directors | |
| Corporate Governance Committee | Adem Haluk Kora | No | Member of the Board of Directors | |
| Corporate Governance Committee | Ferit Kora | No | Member of the Board of Directors | |
| Corporate Governance Committee | Azade BAŞAĞA | No | Member of the Board of Directors | |
| Corporate Governance Committee | Aydın Orhan | No | Member of the Board of Directors | |
| Corporate Governance Committee | Özgür Öge | No | Non-Board Member | |
| Audit Committee | Aydın Orhan | Yes | Member of the Board of Directors | |
| Audit Committee | M. C. Nazım Barbarosoğlu | No | Member of the Board of Directors | |
| Early Detection of Risk Committee | M. C. Nazım Barbarosoğlu | Yes | Member of the Board of Directors | |
| Early Detection of Risk Committee | Tülay Kora | No | Member of the Board of Directors |
| 4. BOARD OF DIRECTORS-III | |
|---|---|
| 4.5. Committees Formed within the Board of Directors-II |
|
| Please indicate the section of the annual report or the corporate website, where the information on the activities of the audit committee is made available (page number or name of the section) |
Annual Report / Information on Corporate Governance / Section 5 Board of Directors / 5.5 Committees Formed within the Board of Directors |
| Please indicate the section of the annual report or the corporate website where the information on the activities of the corporate governance committee is made available (page number or name of the section) |
Annual Report / Information on Corporate Governance / Section 5 Board of Directors / 5.5 Committees Formed within the Board of Directors |
| Please indicate the section of the annual report or the corporate website where the information on the activities of the nomination committee is made available (page number or name of the section) |
Not applicable. |
| Please indicate the section of the annual report or the corporate website where the information on the activities of the committee of early detection of risk is made available (page number or name of the section) |
Annual Report / Information on Corporate Governance / Section 5 Board of Directors / 5.5 Committees Formed within the Board of Directors |
| Please indicate the section of the annual report or the corporate website where the information on the activities of the remuneration committee is made available (page number or name of the section) |
Not applicable. |
| 4.6. Financial Rights Granted to the Board Members and Executives with Administrative Responsibilities |
|
| Number of the page or the name of the section of the annual report, where the information on the operational and financial performance targets and whether these targets are attained is made available |
Annual Report / Section 6 Financial Position |
| Name of the section of the corporate website, where the remuneration policy concerning executive and non-executive directors is made available |
On the corporate website of the company www.alkim.com: Investors / Corporate Governance / Remuneration Policy |
| Number of the page or the name of the section of the annual report, where the remunerations and other benefits to the board members and executives with administrative responsibilities are indicated |
Annual Report / Section 2 Financial Benefits Provided to the Members of the Board of Directors and Senior Executives |
| Names of the Board of Directors Committees |
Name of the Committee Indicated as "Other" in the First Column |
Percentage of Non Executive Directors |
Percentage of the Independent Committee Members |
Number of Physical Meetings Held by the Committee |
Number of the Reports Submitted to the Board of Directors about the Committee Activities |
|---|---|---|---|---|---|
| Audit Committee | 100% | 100% | 5 | 5 | |
| Corporate Governance Committee |
83.33% | 50% | 3 | 3 | |
| Early Detection of Risk Committee |
100% | 50% | 6 | 6 |
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