Corporate Governance
CORPORATE GOVERNANCE PRINCIPLES
I-RELATIONS WITH SHAREHOLDERS
Our company has formed a service to better manage the relations with our shareholders; and we are aiming to make the relations with share holders and intermediary institutions more systematic. All the questions of the share holders, except those about trade secrets, are being answered by Shareholder Relations under the equality principle, and thus it is ensured that there is a constant communication between the board and the share holder.
By encouraging share holders to present all their questions, suggestions and requests to our company; we aim to immediately answer all questions and requests which reach to our web page, and to the address, phone and e-mail address, which can be found in the company operating report.
Our facilities are being shown to our requesting shareholders, and this will continue as long as there is a demand. In scope of investor relations, periodic one on one idea exchanges take place during conferences and visits with intermediary institution analysts, and domestic/foreign corporate investors and fund directors, where we introduce our Company, evaluate activity results and share projections.
Pursuant to public disclosure and transparency principle, Ersu is announcing information in its website, which are not trade secrets and which could be interesting to share holders and beneficiaries. In addition, a corporate portal has been established to improve communication between workers and to quickly inform the workers.
Ersu’s Corporate Governance Implementations, our basic governance principles which organize the relations between our board, partners, workers and third parties (customers, law authorities, suppliers, and all real and legal persons connected with the company) are given below.
Honesty
During our works and activities, we always keep faithful to the principle of honesty in our relations with customers, workers, shareholders, law authorities and other institutions and organizations.
Credibility
Being aware that credibility lies at the basis of food sector, we provide clear, comprehensible and correct information to customers, shareholders, workers and law authorities, and provide on-time, complete, services, in line with the given promises.
Impartiality
We never approach customers, suppliers, workers and shareholders with biases due to their gender, behaviour, ideology and ethnical roots, and we never discriminate under no circumstances.
Suitability
We obey to all laws, regulations and standards.
Secrecy
With the trade information of customers in particular, we never share any information or transaction detail of shareholders, workers, suppliers and our business partners, other than the institutions allowed by the law.
Transparency
Except information which are trade secret and not made public yet, we announce financial and non financial information about our company to the public on time, and in a correct, complete, comprehensible, interpretable and easily reachable manner.
Pursuant to public disclosure and transparency principle, Ersu is announcing information in its website, which are not trade secrets and which could be interesting to share holders and beneficiaries. In addition, a corporate portal has been established to improve communication between workers and to quickly inform the workers.
Information listed in Capital Market Law Corporate Governance Principles II. Section Article 1.11.5, and asked to be shown in the website:
-Corporate Governance Principles Report
-Trade registry information
-Partnership and management structure
-Special situation explanations
-Latest version of the main contract
-Annual operation reports, periodic financial tables and reports
-Agenda of general assembly meetings, meeting minutes
-Voting by proxy form
These are constantly updated in Ersu’s website. Other than these information, the vision, mission and goals, history, Board of Management Report, Corporate Governance Principles, subsidiaries, dividend targets and capital increases and news about our company are also placed in the website.
Corporate Governance Principles defined by the Capital Market Law and consisting of four main sections are being generally implemented, and the issues not being implemented are being justified in a detailed explanation, within the frame of ongoing articles.
Dividend Policy and Dividend Payment Time
Our company is trying to reach the maximum market value through the financial results it has acquired, and it is aimed to pay dividends each year to its shareholders in accordance with Distributable Profit of the Period, under the dividend policy defined by the Prime Contract and pursuant to Capital Market Law.
Transfer of Shares
There is no limitation on the transfer of our company’s shares, and provisions of Turkish Commercial Code apply.
II-PUBLIC DISCLOSURE AND TRANSPARENCY
Information policy has been established by our company, and under the scope of our company’s Corporate Governance Implementations, everything is being announced to the public in the Operation Report and web site, under the heading of Public Disclosure and Transparency.
Being responsible as a public company, our Company sensitively obeys to the Exceptions Communique when it comes to simultaneously informing the investors and public disclosure. In this regard, our personally are regularly trained and informed so that Exceptions Statement is implemented correctly. All the developments within our Company which are under the scope of the communiqué are hastily informed to our investors and the public. When necessary, press meetings are held with the participation of the Chairman of the Board, and developments are announced.
ERSU, due to this policy, has commissioned an Investor’s Relations, so that information is disclosed to the public on time, and information are complete, reliable, comprehensible and interpretable.
Investor relations Department is responsible of correctly and transparently presenting the performance and strategy of the company to the current and future investors.
For every period, Ersu’s independently audited financial results are declared to the public through a press bulletin, presentations on financial statements are prepared and published in investor relation web site, and information is shared.
III – Board of Management
5 members have been elected for a tenure of 3 years to our Company’s Board of Management. In addition, there are also 2 auditors. General management of the company and the control of the company’s works and activities belong to the Board of Management. The Board of Management regularly meets once a month, and the executive board meets once a month to evaluate our group companies and activities, and to discuss executive acts.
IV-Internal Control Mechanism
An Internal Control Board has been established within our corporation. Working principles and duties and authorities of the Internal Control Board have been defined with a Regulation.
V-Ethical Rules
Personnel Guidebook, which has been approved by our Board of Management, includes ethical rules which regulates issues such as working order, pecking order relations, responsibility, protecting the interests of the company, compulsory attendance, handover, keeping a secret, prohibition of working outside the activity and company, relations with relatives, publishing and statement about the company, working security, requests and complaints etc.
Beneficiaries
As it has been stated in the vision, mission and targets section of our operation report, it is one of the main targets of our company to create motivation and job satisfaction, by supporting personnel development. All the written and unwritten principles, codes of conduct of our company and our group companies, which are known by all personnel, and also the issues to consider in the relations with the real and legal persons in our company and outside our company, have been gathered together and are being implemented as Ethical and Professional Principles. Ethical Values aim to regulate the attitude and behaviour of workers in every level, and also to regulate their relations with real and legal persons within the company and outside the company.
INFORMATION POLICY
In accordance with our transparency policy, information, financial statements, financial analyses and various information about the company, whether they affect the decisions of the investors, or the price of capital market tools, shall be made public with the announcements in our web site, so that investors are aware of developments and can reach to information on time. Also where necessary, announcements will be made through published media or visual media.
Other than this, investors will be able to immediately reach the presentations and reports, operation reports and financial statements which are announced during introductory meetings, information meetings and press meetings held with a certain group of investors, on the website, and if the investor cannot acquire information in such way, then he will be provided with the necessary information when requested from our Company through writing.
News and rumours about our partnership, which appear in media organs or web sites, will be monitored as much as possible by our company centre, and all efforts will be made to publish it in our web site. If a news is published in media organs and it does require a exceptional condition statement due to the communiqué, but the partnership needs to release a news bulletin about the issue about the news or rumours, the representative of the partnership will arrange a press conference or an interview in the visual media, and inform the public. Any statements made about the issue will be kept in the web site for 6 months, for the investors to see.
In addition, the personnel who are given executive responsibility by the partnership will be announced on the internet (the partnership is free to announce this list in full or in part) and when here is a change, the criteria used to define the new personnel will be announced alongside their CV. Also, the statement about these executive personnel, which is deemed necessary by our partnership, will be made over the internet, and the awards and when necessary, trainings they have received will be announced over the internet.
Until the exceptional conditions are disclosed to public, in order to ensure the secrecy of the mentioned information, a Confidentiality Agreement will be signed between the executive personnel and the other workers who learn the information and our legal personality (through a regulation stating that it is their professional responsibility to keep information secret), and the signing of this agreement will ensure the prevention of the information being spread.