Purpose and Scope:
The purpose of the Information Policy; Except for the information of our company in the nature of trade secrets, we present our company's past performance, future expectations, strategies in an accurate, complete, timely, detailed and understandable manner within the framework of the provisions of the Turkish Commercial Code and Capital Market Legislation, equally with the relevant authorities, current and potential investors and shareholders. is to share.
Our disclosure policy established by the Board of Directors in accordance with Article 17 of the Special Cases Communiqué No. II-15.1 of the Capital Markets Board is as follows.
1- General Framework of the Information Policy:
Our Disclosure Policy; It has been established in accordance with the Capital Market Legislation and the principles explained in the Corporate Governance Principles Communiqué.
Our Disclosure Policy is based on transparent, effective, stable and fair principles; investors, shareholders and all other stakeholders are informed equally, fairly and accurately for public disclosure.
2- Authority and Responsibility:
The establishment, monitoring, supervision and development of our Company's Disclosure Policy is under the authority and responsibility of the Board of Directors. The General Manager of the Company has been assigned to carry out the Disclosure Policy.
3- Forms of Public Disclosure of Information:
Within the framework of the Capital Market Legislation, Borsa Istanbul Legislation and the Turkish Commercial Code, the public disclosure policy is carried out through the following tools and methods.
a) Special Case Disclosures: Special case disclosures are prepared within the framework of the Capital Markets Board's "Special Cases Communique" numbered II - 15.1, signed by the authorized signatories and announced to the public via the Public Disclosure Platform (KAP). In addition, special case disclosures are published on the Company's website and stored for 5 years.
b) Annual Reports: Annual reports are prepared in accordance with the Capital Markets Legislation, Turkish Commercial Code and Corporate Governance Principles and are approved by the Board of Directors. Our company's annual reports are prepared in Turkish and are presented to investors for review at the company headquarters and on the website, after providing reasonable assurance as to whether there is a significant error regarding the consistency of the financial information in the annual report of the independent audit with the financial statements that have been audited. For those who cannot come to the company headquarters, they are sent electronically or by mail, if they wish.
c) Interviews and Press Releases: All written and visual press releases and interviews related to the company's commercial activities, expectations and current issues are made by the General Manager. Apart from this, the statements to be made in the form of press releases are prepared by the Manager of the Investor Relations Department of our Company in order to inform the public and are distributed in accordance with the principles of the disclosure policy.
d) Corporate Website: Our company's current website at www.gersan.com.tr contains clear and detailed information about our company. The information on our website can be accessed through the links on the “Investor Relations” page of the website.
The important titles that can be followed on the website are as follows:
- Ethical rules
- Affiliate structure
- Board members
- Company main agreement
- Activity reports
- Exception descriptions
- Corporate Governance practices and compliance report
- Explanations on the meeting date of the General Assembly, the agenda, and the agenda items
- Detailed financial statements for at least the last 5 years,
- List of those who have access to insider information,
- Minutes of the General Assembly meeting
e) Public Disclosure of Financial Statements: Our company's financial statements and footnotes are prepared in accordance with the provisions determined by the Capital Markets Board and are independently audited. The financial statement and its footnotes as well as the independent audit report are submitted for the approval of the Board of Directors with the approval of the Audit Committee. Financial statements approved by the Board of Directors, footnotes, independent audit report and responsibility statement are transmitted electronically to the CMB and BIST via the Public Disclosure Platform (KAP) by the Financial Affairs Directorate in line with the CMB and BIST regulations, after the authorized signatures are received. Financial statements and footnotes are also published on our website.
f) Trade Registry Gazette and Other Newspapers: In accordance with the Capital Market Legislation and the Turkish Commercial Code, general assembly call, capital increase, dividend payment, prospectus, circular etc. announcements are made through the Trade Registry Gazette and other newspapers.
g) Informing Investors: Statements, presentations and reports made at promotional meetings, information meetings or press conferences with a certain group of investors or brokerage house analysts are also published on the website and made available to everyone.
h) Written and Verbal Requests: The Investor Relations Department has been assigned to oversee all matters regarding public disclosure and to answer questions directed to the Company. Written and verbal questions directed to the Company during the year are answered by this unit, and the Board of Directors is informed about the questions asked and their answers.
i) News and Rumors about the Incorporation: The company follows the written and visual media on a daily basis. The content of the news about the partnership is controlled.
If it is decided to make a public announcement regarding news or rumors that appear in the press and media but do not constitute an obligation to make a material disclosure pursuant to the communiqué, a material event disclosure is made with the approval of the General Manager.
4- Criteria Used in Determining Persons with Administrative Responsibility:
Persons who act on behalf of and on behalf of the Company, who have the authority to make managerial decisions that affect the development and commercial activities of the Company, and who have detailed information on this subject; Members of the Board of Directors, General Manager, Assistant General Managers, Financial Affairs Manager, Investor Relations Department Manager and other managers and experts involved in financial reporting are considered within the scope of personnel who can access inside information.
Managers and other personnel, who have information about a part of the Company's business due to their work and have limited information about the whole, are not considered as persons who have access to inside information.
5- Ensuring the Confidentiality of Inside Information:
Until the special cases are disclosed to the public; The confidentiality of the said information is ensured within the framework of ethical rules approved by the Company's Board of Directors. In accordance with the ethical rules that must be followed by all employees, employees must take all necessary measures to conceal inside information. In this context, no Company employee may engage in any activity that will generate profit by buying and selling stocks, using the information they have acquired due to their duties.
Whether the employees comply with the ethical rules or not is followed by their supervisors in a hierarchical structure. Employees are obliged to immediately inform the management in case of detection of any behavior that violates the ethical rules.
6- Explanation of Future Evaluations:
The Board of Directors makes explanations about future evaluations in its annual reports. When there are new developments in the evaluations made during the year, additional explanations are made in the relevant interim activity report. When there are important developments in this regard, a special case statement is made.