Governance Information • Sep 6, 2024
Governance Information
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6 September 2024
| Rating and Executive Summary | 3 | |||||
|---|---|---|---|---|---|---|
| Rating Methodology . | 5 | |||||
| Company Overview | 6 | |||||
| SECTION 1: SHAREHOLDERS | 8 | |||||
| Facilitating the Exercise of Shareholders' Statutory Rights Shareholders' Right to Obtain and Evaluate Information General Shareholders' Meeting Voting Rights Minority Rights Dividend Rights Transfer of Shares |
8 9 9 10 11 11 11 |
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| SECTION 2: PUBLIC DISCLOSURE AND TRANSPARENCY | 12 | |||||
| Corporate Web Site Annual Report. External Audit. |
12 13 13 |
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| SECTION 3: STAKEHOLDERS. | 15 | |||||
| Company Policy Regarding Stakeholders Stakeholders' Participation in the Company Management Company Policy on Human Resources Relations with Customers and Suppliers Ethical Rules & Social Responsibility Sustainability |
15 15 16 16 16 16 |
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| SECTION 4: BOARD OF DIRECTORS. | 18 | |||||
| Functions of the Board of Directors Principles of Activity of the Board of Directors Structure of the Board of Directors Conduct of the Meetings of the Board of Directors Committees Established Within the Board of Directors Remuneration of the Board of Directors and Managers With Administrative Responsibility |
18 18 19 19 19 20 |
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| Rating Definitions | 22 | |||||
| Disclaimer | 23 |
Qua Granite Hayal Yapı Ve Ürünleri Sanayi Ticaret A.Ş.
The Corporate Governance Rating of Qua Granite Hayal Yapı Ve Ürünleri Sanayi Ticaret A.Ş. ("Qua Granite" or "the Company"), which was determined as 9.13 on 8.09.2023, has been revised as 9.23. Our rating methodology (see page 5) is based on the Capital Markets Board's "Corporate Governance Principles".
SAHA publishes (annually) the World Corporate Governance Index (WCGI) which ranks countries in terms of their level of compliance with corporate governance principles as well as their germane institutions, rules, codes, and regulations together with international standards and indices which evaluate countries in a vast array of areas such as transparency, corruption, ease of doing business, etc.. Qua Granite is analyzed as a Turkish company and Turkey takes place at the top classification of the WCGI which is Group 1. Details of the World Corporate Governance Index (WCGI) published by SAHA on July 12, 2023 can be accessed at http://www.saharating.com.
Qua Granite is rated with 8.96 under the Shareholders heading. Exercise of shareholders' rights complies with the legislation, Articles of Association and other internal rules and regulations, and measures have been taken to ensure the exercise of these rights. Qua Granite carries out the investor relations obligations through the Corporate Finance and Investor Relations Unit. Utmost attention is given to the exercise of minority rights. All procedures prior to the general shareholders' meeting as well as the conduct of the meeting comply with the legislation. Donations and grants policy and disclosure policy have been established and submitted to the general shareholders' meeting for approval. There is a publicly disclosed, consistent dividend policy. There are no restrictions on transfer of shares. On the other hand, the rate of minority rights in the Company's articles of association is limited to 5%, as stipulated for public joint stock companies. Although there are no restrictions in practice, there is no provision in the Articles of Association on holding general shareholders' meetings open to public. In addition, privileges in exercising voting rights and in nominating candidates for the election of the members of the Board of Directors are areas open for improvement.
Qua Granite attained 9.76 under the Public Disclosure and Transparency chapter. The Company has a website where the information and documents specified in the "Public Disclosure" article of the CMB's Corporate Governance Principles are available, and important events and developments are disclosed to the public in accordance with CMB and Borsa Istanbul A.Ş. (BIST) legislation by using all means of communication. Corporate Governance Compliance Report (CRF) and Corporate Governance Information Form (CGIF) are disclosed to the public through PDP in accordance with the legislation. The names of the real person shareholders holding more than 5% of the Company's shares are disclosed to the public by eliminating indirect and cross shareholding relationships. However, all benefits provided to board members and senior executives are not disclosed on individual basis in the annual report.
On the topic of Stakeholders, Qua Granite scored 8.39. In case of violation of the rights of stakeholders regulated by the legislation and mutual agreements, the Company provides an effective and expeditious compensation opportunity. The Company has a written human resources policy. There are models to support stakeholders' participation in company management. However, these models are not included in the Company's internal regulations or articles of association. The Company has a code of ethics and an employee compensation policy disclosed to the public on the corporate web site. During the reporting period, the Company was not held liable for any practices by public authorities. The Company complies with environmental laws. Corporate Social Responsibility and Sustainability activities are satisfactory.
Qua Granite's tally is 8.96 under the Board of Directors heading. The Board of Directors is structured in accordance with the Communiqué and carries out its activities in a transparent, accountable, fair and responsible manner. The board of directors consists of 5 members and 2 members have executive duties. There are 2 independent members on the board of directors. CMB criteria are complied with in determining the independent members. Independent members have written declarations of independence. Corporate Governance, Audit and Early Detection of Risk Committees are established from within the board of directors. Working principles of the Committees are disclosed to the public. Principles of remuneration of board members and senior executives are available on the corporate web site. However, the Company has not taken out an insurance policy in an amount exceeding 25% of the Company's capital for any damages that may be caused by the members of the Board of Directors due to their negligence during the execution of their duties. There are no female members on the Board of Directors.
SAHA's methodology for rating the degree of compliance with the Principles of Corporate Governance is based upon the CMB's "Corporate Governance Principles" released on January 2014.
The CMB based these principles on the leading work of The World Bank, The Organization of Economic Cooperation and Development (OECD), and the Global Corporate Governance Forum (GCGF) which has been established in cooperation with the representatives of the preceding two organizations and private sector. Experts and representatives from the CMB, Borsa Istanbul and the Turkish Corporate Governance Forum have participated in the committee that was established by the CMB for this purpose. Additionally; many qualified academicians, private sector representatives as well as various professional organizations and NGOs have stated their views and opinions, which were added to the Principles after taking into account country specific issues. Accordingly, these Principles have been established as a product of contributions from all highlevel bodies.
Certain applications of the Principles are based on "comply or explain" approach and others are mandatory. However, the explanation concerning the implementation status of the Principles, if not detailed reasoning thereof, conflicts arising from inadequate implementation of these Principles, and explanation on whether there is a plan for change in the Company's governance practices in future should be mentioned in the annual report and disclosed to public.
The Principles consist of four main sections: shareholders, public disclosure and transparency, stakeholders, and the board of directors.
Based on these Principles, the SAHA Corporate Governance Rating methodology features around 330 subcriteria. During the rating process, each criterion is evaluated on the basis of information provided by the Company officials and disclosed publicly. Some of these criteria can be evaluated by a simple YES/NO answer; others require more detailed analysis and examination.
SAHA assigns ratings between 1 (weakest) and 10 (strongest). In order to obtain a rating of 10, a company should be in full and perfect compliance with the Principles (see Rating Definitions, p.22).
To determine the total rating score for each main section parallel to the CMB's Corporate Governance Principles, SAHA allocates the following weights:
Shareholders:25%
Public Disclosure and Transparency: 25%
Stakeholders: 15%
Board of Directors: 35%
To determine the final overall rating, SAHA utilizes its proprietary methodology which consists of subsection weightings and weightings for the criteria there under. A separate rating is assigned to each one of the main sections as well.
| Qua Granite Hayal Yapı Ve Ürünleri Sanayi Ticaret A.Ş. | |
|---|---|
| Chairman of the Board of Directors Ali Ercan |
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| Board Member / General Manager Yavuz Arıcan |
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| Cumhuriyet Mahallesi 1955 Sk. No: 1/11 Efeler/Aydın https://www.qua.com.tr/ |
Corporate Finance and Investor Relations Director Hayrettin Büyükizgi Tel: 0850 888 07 08 [email protected] |
Qua Granite is engaged in the production, sale and export of ceramic, floor tile and tile materials, granite. The company was established in Istanbul in July 2015 and started its production activities in July 2016 in the factory building with a closed area of 79,630 m² within 232,965 m² land located in the Organized Industrial Zone in Söke district of Aydın province. The first new line with a capacity of 7.5 mn m2 was commissioned in March 2022, the second new line in May 2022 and the third new line in September 2022, increasing the total production capacity to 33.5 mn m2. With the commissioning of the fourth new line in December 2022, the total production capacity reached 41.0 million m2.
The Company's shares started to be traded on Borsa Istanbul on April 9, 2021 under the code QUAGR. The Company's shares are traded in BIST STONE, EARTH / BIST PARTICIPATION TUM / BIST STAR / BIST INDUSTRIAL / BIST PARTICIPATION 100 / BIST 100 / BIST 500 / BIST 100-30 / BIST AYDIN / BIST CORPORATE GOVERNANCE / BIST PARTICIPATION 50 / BIST ALL / BIST SUSTAINABILITY PARTICIPATION / BIST SUSTAINABILITY indices.
The Company's authorized capital ceiling is TL 15,000,000,000 and its paid-in capital is TL 2,640,000,000. The shareholding structure as of the latest situation is as follows:
| Shareholding Structure | |||||
|---|---|---|---|---|---|
| Shareholders | Group A | Group B | Total | Share Ratio |
Vote Ratio |
| Ali Ercan | - | 785.443.276 | 785.443.276 | %29,75 | %17.50 |
| Q Investment Holding A.Ş* |
462.000.000 | 538.646.251 | 1.000.646.251 | %37.90 | %63.47 |
| Publicly Traded | - | 853.910.473 | 853.910.473 | %32.35 | %19.03 |
| Total | 462.000.000 | 2.178.000.000 | 2.640.000.000 | %100.00 | %100.00 |
* Ali Ercan holds a 100% stake in Q Investment Holding.
According to Article 10 of the Company's Articles of Association titled "General Assembly" regarding the exercise of voting rights, each Group A share entitles its holder to 5 (five) votes. Each Group B share entitles its holder to 1 (one) vote.
At the General Assembly meeting held on June 14, 2024, the Board of Directors elected to serve for 3 years is as follows.
| Board of Directors | |||||
|---|---|---|---|---|---|
| Member | Duty | Executive | Committees | ||
| Ali Ercan | Chairman | √ | |||
| Yavuz Arıcan | Vice Chairman | √ | |||
| Altuğ Dayıoğlu | Member | Corporate Governance Committee Member / Early Detection of Risk Committee Member |
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| Efe Deniz Kılınç* | Independent Member | Corporate Governance Committee Chairman / Audit Committee Chairman |
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| Nezih Kırımlı | Independent Member | Early Detection of Risk Committee Chairman / Audit Committee Member |
*Elected on 26.7.2024 to replace the member who resigned.
The Company shall be managed by a Board of Directors consisting of at least 5 (five) and at most 8 (eight) persons to be elected from among the Group A shareholders or from among the candidates to be nominated by them. 2 (two) members of the Board of Directors consisting of 5 (five) members, 3 (three) members of the Board of Directors consisting of 6 (six) members, 3 (three) members of the Board of Directors consisting of 7 (seven) members and 4 (four) members of the Board of Directors consisting of 8 (eight) members shall be elected from among Group A shareholders or candidates to be nominated by them.
| + | There is an active and effective Investor Relations unit. |
|---|---|
| + | General assemblies are held in accordance with the legislation. |
| + | The Company has a specific and consistent dividend distribution policy. |
| + | Disclosure Policy and Donation and Grants Policy were determined and submitted to the General Assembly. |
| + | Regarding the transfer of shares; there are no complicating practices. |
| = | There is no provision in the articles of association for general assemblies to be open to the public. |
| = | Minority rights are not recognized for holders of less than one-twentieth of the share capital. |
| - | Group A shares have 5 voting rights, and Group A shares also have the privilege to nominate candidates for the board of directors. |
The Corporate Finance and Investor Relations Unit carries out the role of relations with shareholders at Qua Granite.
M. Hayrettin Büyükizgi, serving as Qua Granite's Corporate Finance and Investor Relations Director and Corporate Governance Committee Member, holds Capital Markets Level 3 and Corporate Governance Rating licenses.
Along with other departments of the Company the "Investor Relations Unit" plays an active role in protecting and facilitating shareholders' rights and in particular the right to obtain and review information, and its duties are as follows;
The Investor Relations Department reports to the Board of Directors four times a year on its activities.
Information and explanations that may affect use of shareholders' rights are available and up to date on the corporate web site and on the Public Disclosure Platform (PDP).
At Qua Granite, all shareholders are offered the opportunity to attend contact meetings in addition to the general shareholders' meeting, and investor conferences and meetings are held throughout the year to inform shareholders and investors.
The Company management refrains from taking any action that would make it difficult to conduct a special audit and all kinds of information about the Company that are not trade secrets are provided in a complete, honest, timely and diligent manner.
All kinds of information about the Company are provided in a complete, honest, timely and diligent manner and there is no penalty/warning received in this regard.
The disclosure policy adopted by the board of directors and submitted to the general shareholders' meeting is publicly disclosed on the corporate web site.
In addition to the procedures stipulated by the legislation, the announcement of the General Shareholders' Meeting was made three weeks prior to the General Shareholders' Meeting in accordance with the Corporate Governance Principles through all means of communication, including electronic communication, in order to reach the maximum number of shareholders.
In the notifications made; the date and time of the meeting, the place of the meeting in a way that does not create any hesitation, the agenda, the body by which the invitation was made, the address at which the annual report and financial statements, other general assembly documents and documents can be examined are clearly stated.
Besides, the Company has prepared a descriptive disclosure document on agenda items.
Commencing from the date of announcement of invitation for the general shareholders' meeting, following documents are made available to all shareholders for examination purposes in convenient locations including the headquarters or branches of the Company, and the electronic media;
Shareholders are informed of the following issues via the corporate web site:
Agenda items were put under a separate heading and expressed clearly in a manner not to result in any misinterpretations. Expressions like "other" and "various" were not used. Information submitted to the shareholders prior to the conduct of the general shareholders' meeting was related to the agenda items.
As per the minutes of the general shareholders' meeting, it was concluded that the chairman of the meeting made the preparations and obtained the necessary information for the execution of the general shareholders' meeting in accordance with the Turkish Commercial Code, Law and legislation.
During the general shareholders' meeting held on June 14, 2024, which we did not attend as observers, it was declared by the company officials that the chairman of the meeting took care to convey the agenda items in an impartial, detailed, clear and understandable manner, that shareholders were given equal opportunity to express their opinions and ask questions, and that the chairman of the meeting ensured that all questions asked by the shareholders at the general shareholders' meeting and not covered by trade secrets were answered directly at the general shareholders' meeting.
Agenda of the general shareholders' meeting included the proposal for the permission to be granted to shareholders who have control of the management, members of the Board of Directors, managers with administrative responsibility, their spouses and up to second degree blood relatives to execute transactions and compete with the Company and/or its affiliates, to make a commercial business transaction for himself or on behalf of others or to join to another company dealing with the same type of commercial business as a partner with unlimited responsibility. The shareholders were informed that there was no action taken in this direction.
The members of the Board of Directors related with those issues of a special nature on the agenda, other related persons, authorized persons who are responsible for preparing the financial statements, auditors were present to give necessary information and to answer questions at the general shareholders' meeting.
In addition, shareholders were informed, with a separate agenda item, of the amount and beneficiaries of all donations and grants made during the reporting period at the general shareholders' meeting. The Company has prepared a policy on donations and grants, submitted it to the general shareholders' meeting for approval and disclosed it to the public via the corporate web site.
General shareholders' meeting was attended by the representative of the independent auditor.
Although there is no obstacle to hold General Assembly meetings open to the public, including stakeholders and the media, without the right to speak, there is no provision in the Company's articles of association or in the internal directive of the General Assembly on this subject.
Qua Granite avoids applications that make it difficult to exercise voting rights and all shareholders, including those who reside abroad, are given the opportunity to exercise their voting rights conveniently and appropriately.
The Company's shares are divided into two groups, Group A and Group B. At the General Assembly meetings, 1 Group A share has 5 voting rights.
Group A shares have the privilege to nominate candidates for the Board of Directors, provided that the total of Group A shares represents at least 10% (including 10%) of the Company's issued capital. Pursuant to Article 7 of the Articles of Association, the Company is managed by a Board of Directors consisting of at least 5 (five) and at most 8 (eight) members to be elected among the Group A shareholders or among the candidates to be nominated by them. 2 (two) members of the Board of Directors consisting of 5 (five) members, 3 (three) members of the Board of Directors consisting of 6 (six) members, 3 (three) members of the Board of Directors consisting of 7 (seven) members and 4 (four) members of the Board of Directors consisting of 8 (eight) members shall be elected from among the Group A shareholders or candidates to be nominated by them. However, this privilege does not prevent the representation of the holders of publicly traded shares in the management.
Maximum care is given to the exercise of minority rights at Qua Granite. However, minority rights are not recognized for shareholders who hold an amount less than one-twentieth of the share capital and the Company has adopted the rate foreseen in the legislation for listed companies.
There is no evidence of any conflict of interest between the majority shareholders and that of the Company.
The dividend policy of the Company is clearly defined and disclosed to the public on the corporate web site and submitted to the shareholders for approval at the general shareholders' meeting.
The Company's dividend distribution policy contains minimum information clear enough for investors to predict any future dividend distribution procedures and principles. A balanced policy is followed between the interests of the shareholders and that of the Company.
The Company's articles of association contain a provision on advance dividend payments.
Neither the Articles of Association of the Company nor any decisions adopted at the general shareholders' meeting contain any provisions that impede the transfer of shares which are publicly traded.
+ The website is comprehensive, actively used for public disclosure and is also available in English. + Corporate Governance Compliance Report (CRF) and Corporate Governance Information Form (CGIF) were prepared and disclosed to the public in accordance with the relevant legislation.. + The annual report complies with the legislation and meets most of the principles in terms of content. + The agreements and studies made with the independent audit firm are in compliance with the legislation. + Information on shareholders with more than 5% of the shareholding structure is disclosed. Benefits provided to board
members and senior executives are presented collectively.
Company's web site is actively used for disclosure purposes and the information contained therein is timely updated.
Along with the information required to be disclosed pursuant to the legislation, the Company's web site includes; trade register information, information on the latest shareholding and management structure, information on privileged shares, the latest version of the Company's articles of association, material event disclosures, financial reports, annual reports, prospectuses and other public disclosure documents, agendas of the general shareholders' meetings, list of participants and minutes of the general shareholders' meeting, form for proxy voting, disclosure policy, dividend distribution policy, ethical rules of the Company, frequently asked questions and answers to these questions.
The Company's shareholding structure; the names, amount and rate of the shares along with the privileges held by the Company's ultimate controlling individual shareholders over 5% as identified after being released from indirect or cross shareholding relationships between coowners is disclosed to the public and updated bi-annually as per the minimum requirement.
The information contained on the website has been prepared in English with similar content to Turkish for the benefit of international investors.
The Company's web site also includes; investor presentations, committees and working principles of the committees, donations and grants policy, credit ratings, important board decisions and company news under the heading of announcements, general shareholders' meeting internal guidelines, the vision/mission of the Company established by the board of directors, information on senior management, financial data, main ratio analysis, investor relations calendar, social responsibility/sustainability reports and human resources policy.
Corporate Governance Compliance Report (CRF) and Corporate Governance Information Form (CGIF) were prepared and disclosed on the Public Disclosure Platform (PDP) at least three weeks prior to the date of the general shareholders' meeting.
The board of directors has prepared the annual report in detail to inform the public about the Company's activities. The Annual Report covers information such as;
The dividend distribution policy,
Basic ratios on the financial position, profitability and solvency,
In addition to the matters specified in the legislation, following issues also took place in the Annual Report;
On the other hand, the fact that the annual report does not include all benefits provided to board members and senior executives on individual basis is considered as an area for improvement.
The external audit of the Company is conducted by Nevados Bağımsız Denetim A.Ş.
There has not been a situation where the external auditor avoided to express its opinion and not signed the audit report, nor has reported a qualified opinion during the latest reporting period. It has been declared that there has been no legal conflict between the Company and the external audit firm.
Independent audit firm and their audit staff did not provide consulting services for a price or free of charge during the audit period.
Neither a consulting company in which the external audit firm is in a dominant position either directly or indirectly in management or capital provided any consulting services for the same period.
=
Qua Granite recognizes the rights of stakeholders established by law or through any other mutual agreement. In case the rights of the stakeholders are not regulated by the relevant legislation and protected by contracts, the Company protects the interest of stakeholders under good faith principles and within the capabilities of the Company. Effective and expeditious compensation is provided in case of violation of the rights.
A compensation policy for employees is established and included on the Company's web site.
The corporate web site is actively used to provide adequate information on policies and procedures towards the protection of stakeholders' rights.
Corporate governance structure of the Company ensures that its stakeholders, including its employees and representatives, report their concerns to the management concerning any illegal or unethical transactions.
The Company has adopted the principle of keeping all communication channels open and eliminating all obstacles for employees to participate in management. For this purpose, in addition to the "Complaint Satisfaction Notification" Form, the Employee Representative elected within the company is authorized to represent employees in participating in occupational health and safety activities, monitoring the activities, requesting measures to be taken to eliminate the source of danger or reduce the risk arising from the danger, making proposals and similar issues. There is a wish, suggestion, satisfaction and complaint box for company employees in the staff cafeteria and in the Human Resources office. However, these models are not included in the company's internal regulations or articles of association.
The Company has a written human resources policy which is available on the corporate web site.
Within this scope, the Company offers equal opportunity to persons with the same qualifications in recruitment and career planning.
The criteria for recruitment are determined in writing and adhered to. Employees are treated equally with regard to their rights. Training programs are organized and training policies are developed to enhance the knowledge, skills, and conduct of personnel.
Meetings are held for informing employees on matters such as career, education and health.
Decisions that may affect the employees are notified to the employees through the internal communication process. However, since the employees are not affiliated with any union, their opinion was not sought.
Productivity is taken into account in determining the wages and other benefits of employees.
Measures such as procedures, trainings, awareness raising, targets, monitoring and complaint mechanisms are provided and the Company takes all precautions to prevent any discrimination on the basis of race, religion, language or gender as well as any attitudes towards employees that could physically, mentally or emotionally affect employees.
The Company carries out all OHS activities with the goal of "zero work accidents," puts in place all necessary safety precautions, and takes actions to prevent occupational diseases.
There is no union structure within the Company.
It has been concluded that the Company takes measures to ensure customer satisfaction in the marketing and sales of its goods and services. The Company has established separate call centers for both the factory and each imported brand.
Quality standards are complied with in goods and services and care is taken to maintain the standard. For this purpose, a certain warranty is provided for the products sold.
Confidentiality of information about customers and suppliers is taken into account within the scope of trade secret. There is no evidence on nonmarket pricing of goods and services that the Company offers.
There is a "Business Ethics Code and Moral Values" document that replaces the set of ethical rules disclosed to the public via the Company's web site.
The Company has not been subject to any significant sanctions, fine or warning during the course of last year by the public administrations.
Qua Granite supports and respects internationally recognized human rights and has established a Human Rights Policy for this purpose and announced it to the public on its web site.
In addition, the Company combats all kinds of corruption, including extortion and bribery.
With the Sustainability Policy published in 2022, Qua Granite specifies the compliance and contribution of the company's activities to sustainability in environmental and social issues. Qua Granite places the focal points of sustainable growth at the center of its activities.
Along with these, Qua Granite:
Develops methods to protect natural resources by reducing greenhouse gas emissions and energy consumption to combat climate change.
It constantly monitors and develops energy efficiency studies, creates the necessary infrastructure and works to renew the existing system.
It ensures that groundwater consumption is minimized by recycling 100% of the wastewater generated during business activities without discharging it after treatment at the treatment plant.
Contributes to the circular economy by encouraging the recovery, recycling and reuse of waste generated as a result of business operations.
Develops and implements environmentally friendly products and services.
Carries out all its activities in line with the Sustainable Development Goals.
As a signatory of the United Nations Global Compact, the Company complies with 10 principles in the areas of human rights, labor standards, environment and anticorruption.
The Company prioritizes the interests of the Company over personal interests, fights against corruption and bribery, avoids conflicts of interest at all levels of business life, acts respectfully towards competitors and honestly in competitive relations.
Ensures equal and effective participation of women in business life and attaches importance to women's employment.
Aware of the importance of equality in working life, it keeps religion, language, race, color, politics and gender discrimination away from business conduct and believes in the importance of fairness.
It organizes training activities to create and improve occupational health and safety awareness.
It follows technological changes and new economic models of the changing world and incorporates good and successful practices into its working methods.
Involves its stakeholders in sustainability practices and contributes to their development in this field.
Complies with and follows all national and international regulatory requirements.
Ensures information security and business continuity in all its activities
As of the date of our report, there are no fines or lawsuits filed against the Company due to environmental damages.
| The 5-member Board of Directors + includes two executive members and two independent members. Audit, Corporate Governance and + Early Detection of Risk Committees were established. Principles of remuneration of board members and senior + executives have been determined and disclosed to the public. The conduct of the board meetings is documented in + writing through internal regulations and set forth in the articles of association. There is no insurance for any damages that may be caused by the members of the board of - directors due to their negligence during the execution of their duties. There are no female members on - the Board of Directors. |
+ | The board of directors is structured in accordance with the Communiqué and conducts its activities in a transparent, accountable, fair and responsible manner. |
|---|---|---|
The Board of Directors, with the strategic decisions it takes, keeps the Company's risk, growth and return balance at the most appropriate level, primarily considers the long-term interests of the Company with a rational and prudent risk management approach, and manages and represents the Company in accordance with these principles. In this context, the Board of Directors has defined the Company's strategic goals, determined the human and financial resources that the Company will need, audits the performance of the Company management, and oversees the compliance of the Company's activities with the legislation, articles of association, internal regulations and established policies.
It has been declared that the board of directors carries out its activities in a transparent, accountable, fair and responsible manner and that there has been no lawsuit filed against the board of directors during the reporting period.
Distribution of duties among board members is explained in the annual report.
The board of directors has established internal control systems, including risk management and information systems and processes, taking into consideration the opinions of the relevant board committees. Within this framework, the board of directors reviews the effectiveness of risk management and internal control systems at least once a year. In addition, information on the existence, functioning and effectiveness of internal controls and internal audit is provided in the annual report.
The board of directors monitors potential conflicts of interest of management, board members and shareholders, including misuse of Company assets and misconduct in related party transactions.
The board of directors plays a leading role in maintaining effective communication between the Company and the shareholders, settling and resolving any disputes that may arise and works in close cooperation with the Corporate Governance Committee and the Investor Relations Unit for this purpose.
On the other hand, there is no directors' liability insurance for the indemnification of losses incurred by the Company and third parties as a result of board members and senior executives not performing their duties duly.
The Company's board of directors consists of five members, two of whom are executive members. Among the non-executive board members, there are two independent members who are qualified to perform their duties without being influenced under any circumstances.
CMB criteria were complied with in the nomination of independent member candidates. In this context, the Corporate Governance Committee has evaluated the nominations for independent board membership, including those of the management and shareholders, by taking into consideration whether or not the candidate meets the independence criteria, and submitted a report to the board for its approval. Independent board member candidates have declared in writing that they are independent within the framework of the legislation, articles of association and CMB criteria.
There are no female members on the board of directors.
The board of directors convenes frequently enough for the Company's business. The chairman of the board of directors sets the agenda for the board meetings in consultation with other board members.
Information and documents related to the agenda items of the board of directors are made available to the members of the board of directors for review sufficiently in advance of the meeting, ensuring equal flow of information. Each member of the board of directors is entitled to one vote.
The conduct of the board meetings and the meeting and resolution quorums are stipulated in the articles of association.
The board members are not restricted from assuming other duties outside the Company, but it is ensured that all members allocate sufficient time for such duties. The duties of the members of the board of directors outside the Company are submitted for the information of the shareholders at the general shareholders' meeting.
Corporate Governance Committee, Audit Committee and Early Detection of Risk Committee are established from within the board of directors in order to fulfill its duties and responsibilities.
Functions of the Committees, their working principles and members are determined by the board of directors and disclosed to public on the corporate web site.
All members of the Audit Committee are elected among the independent board members. The chairmen of all committees are elected among the independent board members. The chief executive officer/general manager is not on the committees. There are no executive members on the committees. Utmost care is taken to ensure that a board member is not assigned to more than one committee.
The board of directors provides the necessary resources and support to the committees to fulfill their duties. Committees are able to invite the executives they deem necessary to their meetings and obtain their opinions.
Committees meet with sufficient frequency and submit reports to the board of directors containing information on their activities and the results of their meetings.
The Audit Committee;
Audit Committee members possess the qualifications mentioned in the Communiqué.
The nomination and election process of the external audit firm, taking into account its competence and independence, starts with a proposal from the Audit Committee to the Board and ends with the Board's choice being presented and approved at the general shareholders' meeting.
The Corporate Governance Committee determines whether the corporate governance principles are fully implemented in the Company, if not, the reasons thereof and the conflicts of interest arising from the failure to fully comply with these principles, and makes recommendations to the board of directors to improve corporate governance practices. It also oversees the work of the Investor Relations Unit. Hayrettin Büyükizgi, Corporate Finance and Investor Relations Director, has been appointed as a member of the Corporate Governance Committee.
The Corporate Governance Committee also fulfills the duties of the Nomination Committee and the Remuneration Committee.
The Early Detection of Risk Committee reviews the risk management systems at least once a year, carries out activities for the early detection of risks that may jeopardize the existence, development and continuity of the Company, implements the necessary measures regarding the risks identified, and manages the risks.
The principles of remuneration of board members and senior executives have been documented in writing and submitted to the shareholders as a separate item at the general shareholders' meeting.
The remuneration policy prepared for this purpose is available on the corporate web site. Stock options or payment plans based on the Company's performance are not used in the remuneration of independent board members.
The Company does not lend any funds or extend any credits to a member of the board of directors or to senior executives, or grant any personal loans through a third party, or extend any guarantees such as surety in their favor.
Remuneration and all other benefits provided to board members and executives with administrative responsibilities are disclosed collectively in the annual report, not on individual basis.
There is no presumption that the executives use confidential and nonpublic information about the Company in favor of themselves or others. There are no executives who have directly or indirectly accepted gifts or provided unfair benefits in connection with the Company's affairs.
The orientation process for newly appointed executives is defined in writing in the Company's internal regulations.
However, there is no regulation on indemnification of losses incurred by the Company and third parties as a result of not performing the executives' duties duly.
| Rating | Definition |
|---|---|
| 9 - 10 |
The company performs very good in terms of Capital Markets Board's corporate governance principles. It has, to varying degrees, identified and actively managed all significant corporate governance risks through comprehensive internal controls and management systems. The company's performance is considered to represent best practice, and it had almost no deficiencies in any of the areas rated. Deserved to be included in the BIST Corporate Governance Index on the highest level. |
| 8 | The company performs good in terms of Capital Markets Board's corporate governance principles. It has, to varying degrees, identified all its material corporate governance risks and is actively managing the majority of them through internal controls and management systems. During the rating process, minor deficiencies were found in one or two of the areas rated. Deserved to be included in the BIST Corporate Governance Index. |
| 6 - 7 |
The company performs fair in terms of Capital Markets Board's corporate governance principles. It has, to varying degrees, identified the majority of its material corporate governance risks and is beginning to actively manage them. Management accountability is considered in accordance with national standards but may be lagging behind international best practice. During the ratings process, minor deficiencies were identified in more than two of the areas rated. |
| 4 - 5 |
The company performs weakly as a result of poor corporate governance policies and practices. The company has, to varying degrees, identified its minimum obligations but does not demonstrate an effective, integrated system of controls for managing related risks. Assurance mechanisms are weak. The rating has identified significant deficiencies in a number (but not the majority) of areas rated. |
| <4 | The company performs very weakly and its corporate governance policies and practices are overall very poor. The company shows limited awareness of corporate governance risks, and internal controls are almost non-existent. Significant deficiencies are apparent in the majority of areas |
rated and have led to significant material loss and investor concern.
This Corporate Governance Rating Report has been prepared by Saha Kurumsal Yönetim ve Kredi Derecelendirme A.Ş. (SAHA Corporate Governance and Credit Rating Services, Inc.) based on information made available by Qua Granite Hayal Yapı ve Ürünleri Sanayi Ticaret A.Ş. and according to the Corporate Governance Principles by the Turkish Capital Markets Board as amended on 2014.
This report, conducted by SAHA A.Ş. analysts and based on their best intentions, knowledge base and experience, is the product of an in depth study of the available information which is believed to be correct as of this date. It is a final opinion about the degree of sensitivity of a company to its shareholders' and stakeholders' rights, its commitment to public disclosure and transparency, and conduct and credibility of its board of directors.
The contents of this report and the final corporate governance rating should be interpreted neither as an offer, solicitation or advice to buy, sell or hold securities of any companies referred to in this report nor as a judgment about the suitability of that security to the conditions and preferences of investors. SAHA A.Ş. makes no warranty, regarding the accuracy, completeness, or usefulness of this information and assumes no liability with respect to the consequences of relying on this information for investment or other purposes.
SAHA A.Ş. has embraced and published on its web site (www.saharating.com) the IOSCO (International Organization of Securities Commissions) Code of Conduct for Credit Rating Agencies and operates on the basis of independence, objectivity, transparency, and analytic accuracy.
© 2024, Saha Kurumsal Yönetim ve Kredi Derecelendirme A.Ş. All rights reserved. This publication or parts thereof may not be republished, broadcast, or redistributed without the prior written consent of Saha Kurumsal Yönetim ve Kredi Derecelendirme A.Ş. and Qua Granite Hayal Yapı ve Ürünleri Sanayi Ticaret A.Ş.
S. Suhan Seçkin [email protected] Ali Perşembe [email protected] M. Metin Tosun [email protected]
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