Corporate Policies
Corporate policies and principles of Mopaş Marketçilik Gıda Sanayi Ve Ticaret Anonim Şirketi.
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MOPAŞ MARKETCİLİK GIDA SANAYİ VE TİCARET ANONİM ŞİRKETİ (THE "COMPANY") DIVIDEND DISTRIBUTION POLICY
1. Purpose
The purpose of the dividend distribution policy is to determine the Company's dividend distribution principles, in compliance with the regulations to which the Company is subject and with the provisions of its Articles of Association, and to enable shareholders to foresee the procedures and principles governing the distribution of the profit that the Company will generate in future periods. The Company exercises the utmost care to strike a balance between the interests of the shareholders and the interests of the Company in matters of dividend distribution.
With respect to dividend distribution, the Company complies with the Capital Markets Law No. 6362 (the "CML"), the Turkish Commercial Code No. 6102 (the "TCC"), the capital markets legislation and other relevant legislation and regulations. The Company exercises the utmost care to implement the principles set out in the Corporate Governance Principles regulated under the Corporate Governance Communiqué of the Capital Markets Board (the "CMB") in force, as amended from time to time.
The Company's Dividend Distribution Policy has been prepared pursuant to the CMB's Corporate Governance Communiqué (II-17.1) and Dividend Communiqué (II-19.1), and is announced to all stakeholders, and primarily to shareholders, through the Company's website (https://www.mopas.com.tr).
2. Authority and Responsibility
The Dividend Distribution Policy has been established by the Board of Directors within the framework of the CMB Corporate Governance Principles and is submitted for the approval of shareholders as a separate item on the agenda of the Company's general assembly meeting. Monitoring, supervising and developing the Company's Dividend Distribution Policy, and making the necessary updates thereto, fall under the authority and responsibility of the Board of Directors. Amendments to the Dividend Distribution Policy are, following the resolution of the Board of Directors, publicly announced together with their rationale within the framework of the regulations on the public disclosure of material events, submitted for the approval of shareholders at the general assembly meeting, and published on the Company's website (https://www.mopas.com.tr).
3. Profit Distribution Principles
As a matter of principle, and to the extent permitted by the relevant regulations and the Company's financial resources, dividend distribution is resolved upon taking into account market expectations, our long-term strategy, the capital requirements of our Company and of its affiliates and subsidiaries, investment and financing policies, and its profitability and cash position. Subject to, and without prejudice to, the provisions of the paragraph below, dividends may be distributed to shareholders in cash or as bonus shares by adding the profit to capital, or partly in cash and partly as bonus shares at specified ratios.
Dividends are distributed equally to all shares outstanding as at the distribution date, in proportion to their shareholding and irrespective of their issue and acquisition dates. Our Company has no shares carrying privileges in respect of dividends.
Unless the reserves required to be set aside under the TCC and the dividend determined for shareholders in the articles of association or in the dividend distribution policy have been set aside, no resolution may be adopted to set aside other reserves, to carry profit forward to the following year, or to distribute profit to members of the board of directors, to employees of the company or to persons other than shareholders; nor may profit be distributed to such persons unless the dividend determined for shareholders has been paid in cash.
Dividend distribution is paid provided that it commences, at the latest, by the end of the accounting period in which the general assembly meeting resolving upon the distribution was held, following that general assembly meeting. The General Assembly resolves upon the dividend distribution date. The General Assembly or, where so authorised, the Board of Directors may resolve to distribute the dividend in instalments in accordance with the capital markets legislation.
The Board of Directors may distribute advance dividends, provided that it has been authorised by the General Assembly and that it complies with the capital markets legislation.
4. Principles Governing Dividend Distribution
The principles governing dividend distribution are set out in Article 14 of the Company's Articles of Association, entitled "Determination and Distribution of Profit".
"The Company complies with the provisions of the Turkish Commercial Code and the capital markets legislation regarding the determination and distribution of profit. The profit for the period shown in the annual balance sheet, being the amount remaining after the deduction from the revenues determined at the end of the Company's financial period of the Company's general expenses and of the amounts that must be paid or set aside by the Company, such as various depreciation charges, together with the taxes that must be paid by the Company as a legal entity, shall be allocated, after the deduction of prior-year losses, if any, in the following order:
General Legal Reserve: a) 5% shall be set aside as legal reserve until it reaches 20% of the capital.
First Dividend: b) From the remainder, a first dividend shall be set aside on the amount to be found by adding back the amount of donations made during the year, if any, in accordance with the Turkish Commercial Code and the capital markets legislation and within the framework of the Company's dividend distribution policy.
c) After the above deductions have been made, the general assembly shall be entitled to resolve upon the distribution of dividends to the members of the board of directors, to the employees of the Company and to persons other than shareholders.
Second Dividend: d) The general assembly shall be authorised to distribute, in whole or in part, as a second dividend, the portion of the net profit for the period remaining after the deduction of the amounts specified in sub-paragraphs (a), (b) and (c), or to set it aside as a voluntary reserve pursuant to Article 521 of the Turkish Commercial Code.
General Legal Reserve: e) Pursuant to the second paragraph of Article 519 of the Turkish Commercial Code, 10% of the amount found after deducting a dividend at the rate of 5% of the capital from the portion resolved to be distributed to shareholders and to other persons participating in the profit shall be added to the general legal reserve.
Unless the reserves required to be set aside under the Turkish Commercial Code and the dividend determined for shareholders in the articles of association or in the dividend distribution policy have been set aside, no resolution may be adopted to set aside other reserves, to carry profit forward to the following year, or to distribute profit to members of the board of directors, to employees of the Company or to persons other than shareholders; nor may profit be distributed to such persons unless the dividend determined for shareholders has been paid in cash.
Dividends shall be distributed equally to all shares outstanding as at the distribution date, irrespective of their issue and acquisition dates.
The manner and timing of the distribution of the profit resolved to be distributed shall be determined by the general assembly upon the proposal of the board of directors on this matter.
A dividend distribution resolution adopted by the general assembly pursuant to the provisions of these articles of association may not be revoked.
The general assembly may distribute advance dividends in accordance with the Capital Markets Law and the capital markets legislation. The provisions of the relevant legislation shall be complied with in the calculation and distribution of the advance dividend amount. In order for advance dividends to be distributed, it is mandatory that the board of directors be authorised by a resolution of the general assembly, limited to the relevant accounting period."
Pursuant to Article 14 of the Company's Articles of Association, entitled "Determination and Distribution of Profit", "The general assembly may distribute advance dividends in accordance with the Capital Markets Law and the capital markets legislation. The provisions of the relevant legislation shall be complied with in the calculation and distribution of the advance dividend amount. In order for advance dividends to be distributed, it is mandatory that the board of directors be authorised by a resolution of the general assembly, limited to the relevant accounting period."
MOPAŞ MARKETCİLİK GIDA SANAYİ VE TİCARET ANONİM ŞİRKETİ
MOPAŞ MARKETCİLİK GIDA SANAYİ VE TİCARET ANONİM ŞİRKETİ (THE "COMPANY") DISCLOSURE POLICY
1. Purpose
The purpose of the disclosure policy is to ensure active, effective and transparent communication by sharing, simultaneously and in a complete, fair, accurate, timely, understandable, low-cost and easily accessible manner, all information that does not constitute a trade secret with all stakeholders — including shareholders, investors, employees, customers and the relevant competent authorities — in compliance with the regulations to which the Company is subject and with the provisions of its Articles of Association.
With respect to public disclosure, the Company complies with the Capital Markets Law No. 6362 (the "CML"), the Turkish Commercial Code No. 6102 (the "TCC"), the capital markets legislation, other relevant legislation and regulations, and the regulations of Borsa İstanbul A.Ş. ("BİST"). The Company exercises the utmost care to implement the principles set out in the Corporate Governance Principles regulated under the Corporate Governance Communiqué of the Capital Markets Board (the "CMB") in force, as amended from time to time.
Pursuant to Article 16 of the Company's Articles of Association, entitled "Announcements":
"Announcements of the Company shall be made in compliance with the principles set out in the Turkish Commercial Code and the capital markets legislation.
Material event disclosures to be made in accordance with the regulations of the Capital Markets Board, together with any and all disclosures to be required by the Capital Markets Board, shall be made in a timely manner and in accordance with the relevant legislation. In matters for which the place of announcement is not specified in the regulations, the announcement shall be made on the Company's website."
The Company's Disclosure Policy has been prepared pursuant to Article 17 of the CMB's Material Events Communiqué (II-15.1) and the Corporate Governance Communiqué (II-17.1), and is announced to all stakeholders through the Company's website (https://www.mopas.com.tr/).
2. Authority and Responsibility
The Disclosure Policy has been established by the Board of Directors within the framework of the CMB Corporate Governance Principles and is submitted for the information of shareholders as a separate item on the agenda of the Company's general assembly meeting. Monitoring, supervising and developing the Company's public disclosure and disclosure policy, and making the necessary updates thereto, fall under the authority and responsibility of the Board of Directors. Amendments to the Disclosure Policy are published on the Company's website (https://www.mopas.com.tr) following the approval of the Board of Directors. The Investor Relations Department has been assigned to oversee and monitor all matters relating to public disclosure. All questions concerning the principles and procedures for the implementation of this policy shall be directed to the Investor Relations Department.
3. Disclosure Methods and Instruments
The disclosure methods and instruments used by the Company within the framework of the Disclosure Policy are set out below.
- Financial statements, independent auditor's report and declarations periodically filed with the Public Disclosure Platform (KAP)
- Annual reports
- The Company's website (https://www.mopas.com.tr/)
- Material event disclosure forms
- Announcements and notices published through the Turkish Trade Registry Gazette and daily newspapers
- Communication methods conducted by means such as telephone, e-mail and fax
4. Principles regarding the presentations and reports disclosed at information meetings or press conferences
Requests for information addressed to the Company by shareholders, investors and analysts are answered by the Investor Relations Department in writing, orally or by means of information meetings, accurately, completely and with due regard to the principle of equality, within the framework of publicly disclosed information.
Press and broadcast media may be used, press conferences may be held and/or press releases may be issued, and other means of communication may be employed, in the public announcement of matters subject to material events, including forward-looking assessments. Prior to or simultaneously with the public announcement of such matters in the manner described above, a disclosure is also made on the KAP and the relevant disclosure is additionally published on the Company's website.
Company officials may, from time to time, participate in national and international conferences or meetings in order to share information with investors and analysts. The presentations and reports used at such events may be published on the Company's website.
5. Principles for monitoring news and rumours concerning the Company appearing in the press and broadcast media or on websites, and for making disclosures in relation thereto
The Company monitors news and rumours appearing in national or international press and broadcast media, on websites and in other communication channels through a media monitoring company.
As a matter of principle, the Company does not comment on speculation appearing in the press and broadcast media, on websites or in other communication channels. The assessment of whether any news or rumour may have an effect on the value of the Company's shares and on investors' decisions is made by the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and the Investor Relations Department, which decide whether a material event disclosure is to be made. If it is concluded that the news or rumour is a matter capable of affecting the value of the Company's shares and investors' decisions, a material event disclosure is made on the subject. The Chairman of the Board of Directors, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) are authorised to make such material event disclosures on behalf of the Company.
6. Measures taken to preserve the confidentiality of material events until their public disclosure
Until material events are publicly disclosed, the Company's management is responsible for preserving the confidentiality of the information in question. In this context, employees who possess the relevant information may not share it with third parties until the material event disclosure is made. The Company may postpone the public disclosure of inside information in order to avoid prejudice to its legitimate interests, provided that such postponement does not mislead investors and that the confidentiality of the information can be maintained. In such cases, the Company takes all measures to ensure the confidentiality of inside information in accordance with the capital markets legislation. If it is determined that inside information has been disclosed to third parties and it is concluded, within the scope of the Capital Markets regulations, that the confidentiality of the information can no longer be maintained, a material event disclosure is made immediately. As soon as the reasons for postponing the public disclosure of inside information cease to exist, a public disclosure is made in accordance with the legislation. The disclosure so made shall state the postponement decision and the reasons underlying it.
The Company informs its managers and employees, through in-house training, of the obligations set out in the law and the relevant legislation regarding inside information and of the sanctions relating to the misuse or dissemination of such information. The Company takes the necessary measures, such as obtaining confidentiality undertakings and similar methods, to prevent access to such information by employees other than those included in the list of persons with access to inside information and by third parties from whom services are procured. Persons with access to inside information are informed in writing, against signature, of the sanctions relating to the misuse or dissemination of such information, in a manner ensuring their acceptance of the obligations set out in the law and the relevant legislation regarding inside information.
7. Principles applied in identifying persons discharging managerial responsibilities
Within the framework of the capital markets legislation, "Persons Discharging Managerial Responsibilities" are defined as (i) the members of the Company's board of directors, and (ii) persons who, although not members of the board of directors, have regular direct or indirect access to the Company's inside information and are authorised to take managerial decisions affecting the Company's future development and commercial objectives.
At our Company, the Persons Discharging Managerial Responsibilities have been determined as the Members of the Board of Directors, the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and the other departmental directors, Managers and Assistant Managers.
8. Principles regarding the disclosure of forward-looking assessments
Assessments containing plans and forecasts that constitute forward-looking inside information, or that give investors an idea about the Company's future activities, financial position and performance, may be publicly disclosed within the framework of the principles set out in the capital markets legislation. Where forward-looking information has been publicly disclosed, it is disclosed together with the assumptions and the historical results on which those assumptions are based. If it is subsequently understood that the forward-looking forecasts will not materialise to a significant extent, such information is reviewed and revised.
Forward-looking assessments are based on reasonable assumptions and estimates. In the event of a deviation due to unforeseen risks and developments, if there is a significant difference between the matters previously disclosed to the public and the actual results, a public disclosure is made, including the reasons for such differences.
The Chairman of the Board of Directors, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) are authorised to disclose the Company's forward-looking assessments.
Within the framework of the principles set out in the capital markets legislation, forward-looking assessments may also be made, in addition to material event disclosures, by using the press and broadcast media, press conferences, press releases, national and international conferences or meetings, and other means of communication.
9. The Company's Website (https://www.mopas.com.tr)
In the public disclosure process, the Company's website at (https://www.mopas.com.tr/) is actively used, as recommended by the CMB Corporate Governance Principles. The disclosures published on the Company's website do not replace the notifications and material event disclosures required to be made under the provisions of the capital markets legislation. Access to all public disclosures made by the Company is provided through the website. The website is structured and organised accordingly. All measures relating to the security of the website are taken. The website is organised in the content and form prescribed by the CMB Corporate Governance Principles.
In particular, the announcement of the general assembly meetings to be held, the information document relating to the agenda items, other information, documents and reports relating to the agenda items, and information on the methods of participation in the general assembly are given prominence on the website. Efforts to further develop the website are pursued on an ongoing basis.
MOPAŞ MARKETCİLİK GIDA SANAYİ VE TİCARET ANONİM ŞİRKETİ
MOPAŞ MARKETCİLİK GIDA SANAYİ VE TİCARET ANONİM ŞİRKETİ (THE "COMPANY") DONATION AND AID POLICY
1. Purpose
The purpose of the donation and aid policy is to determine the Company's principles governing donations and aid, in compliance with the regulations to which the Company is subject and with the provisions of its Articles of Association.
With respect to donations and aid, the Company complies with the Capital Markets Law No. 6362 (the "CML"), the Turkish Commercial Code No. 6102 (the "TCC"), the capital markets legislation and other relevant legislation and regulations. The Company exercises the utmost care to implement the principles set out in the Corporate Governance Principles regulated under the Corporate Governance Communiqué of the Capital Markets Board (the "CMB") in force, as amended from time to time.
The Company's Donation and Aid Policy has been prepared pursuant to the CMB's Corporate Governance Communiqué (II-17.1) and Dividend Communiqué (II-19.1), and is announced to all stakeholders, and primarily to shareholders, through the Company's website (https://www.mopas.com.tr/).
2. Authority and Responsibility
The Donation and Aid Policy has been established by the Board of Directors within the framework of the CMB Corporate Governance Principles and has been submitted for the approval of shareholders as a separate item on the agenda of the Company's general assembly meeting. Monitoring, supervising and developing the Company's Donation and Aid Policy, and making the necessary updates thereto, fall under the authority and responsibility of the Board of Directors. Amendments to the Donation and Aid Policy are, following the resolution of the Board of Directors, submitted for the approval of shareholders at the general assembly meeting and published on the Company's website (https://www.mopas.com.tr/).
3. Principles Governing Donations and Aid
As set out in Article 4 of the Company's Articles of Association, entitled "Purpose and Scope":
"Provided that no breach arises of the provisions of the Capital Markets Law on the concealed transfer of profit or of the provisions of other relevant legislation, and provided that the required material event disclosures are made and that the donations made during the year are submitted for the information of the shareholders at the general assembly, the Company shall make donations or grant aid in a manner that does not disrupt the Company's purpose and scope. The upper limit, in terms of amount, of the donations or aid to be made shall be determined by the general assembly. No donation or aid may be made in amounts exceeding this limit, and the donations or aid made shall be added to the distributable profit base. The Capital Markets Board is authorised to impose an upper limit on the amount of the donations or aid to be made."
The making of donations by our Company has been enabled by the above provision of the Articles of Association, and it is stated in the Articles of Association that the limit of the donations to be made shall be determined by the general assembly. Donations and aid that would lead to a departure from the principle of protecting the rights of the Company's shareholders are avoided. However, within the framework of the understanding of social responsibility, donations and aid deemed appropriate by the Board of Directors may be made in a manner that does not disrupt the Company's purpose and scope, in compliance with the provisions of the capital markets legislation and with the Company's policies and practices. Donations and aid may be made in cash or in kind to any legal entity or natural person.
The donations and payments to be made by the Company within the framework of the above provision of the Articles of Association are publicly announced within the framework of the CMB's regulations on the public disclosure of material events. Shareholders are informed, under a separate agenda item at the general assembly meeting, of the amount and the beneficiaries of all donations and aid made during the relevant period and of any amendments to the policy. It is mandatory that donations and aid be submitted for the information of shareholders at the ordinary general assembly.
With respect to donations and aid, compliance is ensured with the provisions of the relevant legislation, and primarily with the CMB's regulations on the prohibition of the concealed transfer of profit and with the mandatory corporate governance principles.
MOPAŞ MARKETCİLİK GIDA SANAYİ VE TİCARET ANONİM ŞİRKETİ