Part I- shareholders
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- Bu səhifədəki naviqasiya:
- Part IV – BOARD OF DIRECTORS 18. Structure of the Board of Directors, its Formation and Autonomous Members Board of Directors
- 19. Qualifications of Member of the Board of Directors
- 20. Mission and Vision of the Company and its Strategic Targets
- 21. Risk Management and Internal Control Mechanism
- 22. Powers and Responsibilities of Members of the Board of Directors and Managers
- 24. Prohibition on Business Transactions with the Company and Competition
- 26. Number, Structure and Autonomy of Committees to be set up on the Board of Directors
- 27. Financial Privileges of the Board of Directors
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Report on Compliance with Governance Principles
Çimsa Cement Industry and Trade Inc. adheres by the ‘Corporate Governance Principles’ published by the Capital Market Board (SPK). PART I- SHAREHOLDERS
The relations with the shareholders is under the responsibility of Abdullah Kaplan, the Chief Accounting Officer of the Finance Department. His e-mail address is a.kaplan@cimsa.com.tr. During the term, 11 applications were submitted by the shareholders for share replacement and the shares were delivered to the relevant shareholders. The procedure is recorded.
During the term, the shareholders requested 18 activity reports and the reports were sent to them by mail. Verbal questions regarding the share replacement were answered. The developments that could concern the shareholders were announced through Istanbul Stock Exchange, in the form of material disclosure. There are no articles in the Articles of Association regarding the appointment of a special auditor and no such requests have been received from the shareholders in 2008.
On 08.04.2008, Ordinary General Assembly Meeting was held and the total quorum was 73.59%. The shareholders that desired to do so, completed the necessary procedures and attended the General Assembly Meeting. The summons to the meeting was held in line with the instructions of the Ministry of Trade and Industry, and approved by the Superintendent of the Ministry. The shareholders were given to ask questions in the meeting and necessary explanations were made. The Activity Report was prepared and handed over to the shareholders participating in the General Assembly Meeting. Also the shareholders were informed about the activities of the previous year. In line with the suggestions of the shareholders, the members of the Board of Directors and Board of Auditors were elected. The meeting minutes of the General Assembly is kept at the company headquarters and it is given to the shareholders if requested by them. It was also published in the Turkish Trade Registry Gazette with the resolutions adopted during the General Assembly Meeting. No conditions have been included in the Articles of Association stipulating that significant resolutions should be made by the General Assembly. Such a change has not been considered necessary since the Board of Directors already represents the General Assembly. The General Assembly minutes and the Attendance List are being published on www.cimsa.com.tr
The Articles of Association does not include any articles for privileged voting rights. It also doesn’t have any conditions regarding cumulative voting rights. Such a practice has not been started due to the possibility that collective voting could disrupt the harmony of management of the company.
The profit distribution of the company is specified in the 26th article of the Articles of Association. Accordingly, after the obligatory taxes are deducted from the gross profit, legal reserves are set aside and the remaining net profit is distributed to the shareholders with the ratio approved by the General Assembly according to the SPK regulations, the rules in the Articles of Association. In 2008, SPK has made it obligatory to distribute a minimum of 20% profit out of the available profit. Our company, as a profit distribution policy, decided that ‘the minimum %50 of the profit distributable to the shareholders, shall be distributed by the end of the following May’. This policy can be reviewed by the Board of Directors every year, according to the national and global economic conditions, the projects and the funds available. There is no priorities with respect to the profit distribution.
There are no articles in the Articles of Association limiting the transfer of shares. PART II- INFORMING THE PUBLIC AND TRANSPARENCY
The company doesn’t have a special information policy. The fiscal tables of the company are disclosed to public in the 3rd, 6th, 9th and 12th months.
In 2008, 24 material disclosures were made. SPK demanded an additional disclosure which was made on 25.03.2008. The shares of our company are not traded in foreign stock exchanges.
The website of the company at www.cimsa.com.tr includes the information required by the 1.11.5 article of the section II of the SPK Corporate Governance Principles. Following the resolution adopted in the meeting of the Capital Market Board dated 10.12.2004 with no 48/1588, the internet website was updated accordingly.
Since the shares of our company are bearer shares, it is not possible to control the individual shareholders.
The following members of the Board of Directors and senior executives from the list of people who might have inside information, are announced to public in the activity report. Ziya Engin Tunçay Chairman Mehmet Göçmen Deputy Chairman Mustafa Nedim Bozfakıoğlu Member Mehmet Hayrettin Şener Member Yılmaz Külcü Member Ilker Yıldırım Auditor Bahadır Boran Auditor Mehmet Hacıkamiloğlu General Manager Nevra Özhatay Assistant General Manager (Finance) Memduh Güllü Finance Chief Aydın Kaya Budget and Finance Manager Mutlu Siyer IT Manager Abdullah Kaplan General Accountant Chief Güney Serbest Bağımsız Denetim ve SMMM A.Ş. Independent Audit Compay PART III- INTEREST HOLDERS
The information is provided through the internet site and the material disclosures via Istanbul Stock Exchange (IMKB). Also the company staff is informed through a bi-monthly bulletin, Çimsa portal and the annual information meetings.
Meetings are held with the participation of staff at least once a year, where the previous year’s activities are evaluated, next year’s targets are discussed and feedback is provided by the attendees. Within the scope of the business excellence and learning organization activities and the feedback system, team work is encouraged. Project teams are urged to participate in the activities like target setting, process improvement and investments and other subjects that concern the company.
In line with the vision and targets of our company, our Corporate Development and Human Resources Strategies intended to make the organizational development continuous and efficient;
In line with these targets, our basic Human Resources policies aim to do the following:
So far, none of our staff members has filed any complaints alleging discrimination.
Customer Visits Our customers that use white cement and KAÇ products are visited by the staff of the Marketing Department at certain times to understand their problems, suggestions, expectations and satisfaction levels on site. These visits also help us keep our relationships with our customers close and updated. Dealer Meetings During regional dealer meetings which are held several times a year, our dealers are informed about the company developments, products, and supported technically so that they can serve their customers more efficiently. Also during these meetings, the problems of the dealers are identified to find common solutions. Dealer Dinners During special times of the year (Ramadan, New Year etc), we hold regional dealer dinners to keep our relationships with our dealers warm and strong. Fairs We attend fairs to introduce gray Portland cement, white cement and KAÇ cement. We also exhibit the products of our customers who used our cement to produce them. In addition, we visit the stands of our users in other construction fairs to make new contacts and to keep our existing contacts strong. Brochures and Leaflets Our Marketing Department publishes educational resources that provide information about the grey Portland cement, white cement and KAÇ cement and that also offer answers to frequently asked questions. Seminars and Panels Our Marketing Department organizes panels and seminars in the architecture, construction and fine arts departments of different universities every year, for students and lecturers where we explain the quality, usage areas and advantages of our white cement and KAÇ cement. Corrective Actions All the product complaints filed by our customers are forwarded to the relevant department with the corrective action form and the problem is solved immediately and our customer is informed accordingly. Activities in the international market Customer Visits Our customers in other countries are visited at least once a year to keep our relationship strong and also to see the market dynamics closely. Furthermore, we invite the officials of the companies that use our white cement or KAÇ cement in their production, or who buy-sell them, to Turkey on a regular basis. During these visits, they can tour our Factory to get better information on our products and processes and provide their feedback and suggestions. The raw material and additives that can affect our product quality, are obtained from the suppliers that are in our ISO 9001:2000 Quality Management System and their performance is continuously monitored.
Adhering by the laws and moral values in our operations, using the natural resources in the most efficient and effective manner, avoiding damages on the environment and human health, and creating sustainable values for our national economy and people, are our biggest responsibilities towards our country. To this end, we do not only carry out operations in the most effective manner but we also deliver projects that contribute to the society and social life both on a regional and country-wide scale. We cooperate with local administrations, academic institutions and top NGOs to support social investments and create values with various works in culture, environment and social development areas. To cite some examples, the gas and dust emissions from our activities in our factory are kept under control with electronic filter and bag-filters. Furthermore we use alternative fuels to ensure energy efficiency and help protect the natural resources. More importantly, we keep on our works for awareness raising all around Turkey to ensure that the industrial wastes are disposed of in an environmental-friendly manner in cement factories, which is a widespread application in developed countries. We completed the plantation of hundreds of thousands of trees so far, through our cooperation with the Ministry of Forestry so that our raw material usage areas can be forested at the end of their usage life. In our Eskişehir Plant, we expanded these works even more and built a wild life habitat that includes an artificial pond in the former clay pit our factory. This habitat was opened in 2008 and now is home to many different types and species of animals. Seeing the popularity of Gönül Halıcı’s book ‘A Historical Walk on the Anatolia Side of Istanbul’, which we supported within the scope of our efforts to keep our artistic and cultural heritage, we published the book in English. Other than that, we supported the book of Hüseyin Cömert, and published by Ağırnas Municipality, entitled ‘Koramaz Valley’. This book offers a research on the civilizations of the region, which was also the birthplace of Mimar Sinan, one of the greatest masters of the architecture in the world. Another social project that we completed was the ‘open door’ activity and the book collection operation by our Niğde Factory. We attended the ‘OPEN DOOR WEEK’, organized by the Turkish Cement Producers Association (TÇMB), a member of the European Cement Association (CEMBUREAU) aimed at introducing the cement industry and to show the sensitivity of the cement factories to technology, environment, quality and consumers. Within the scope of the event, we welcomed 1190 people in our Niğde Factory, which included VIP, NGO representatives, students, press members and Niğde residents and neighboring areas. Through our support to 2008 Construction Products Conference, we stepped up our brand awareness operations in the constructions products industry. Some of the most prominent names from the US and international construction markets, came to our country and shared valuable information with our professionals. We continued our support to the Archiprix Architecture Students Design Contest and Exhibit in 2008, by acting as the main sponsor of the event. To offer opportunities to skilled young architects, and to increase competition between the architecture schools of Turkey, contributing to the introduction of profession of architecture to people and helping increasing the value of the profession of architecture in Turkey, as well as reinforcing the relationship between the application field and the schools, were among the important goals of Archiprix-Turkey Architectural Students Completion Projects National Contest. The event was held for the eighth time with Çimsa as its main sponsor. Furthermore, with the panels, contests we held and the events we sponsored, we continued to build a development platform covering the entire industry. We are continually working on development-oriented projects based on an integration of our internal organization within the framework of our culture of high performance. Projects such as Learning Organizations and Idea Factories function to maximize the contribution of our employees in reaching the growth targets of our company. Moreover, to ensure the safety of our personnel, construction workers and visitors, the TSE 18001 Labor Health and Safety Management System has been established and documented. Within the year, donations totaling 124,838.20 TL have been made to various public bodies and organizations, in particular educational institutions.
1 Ziya Engin Tunçay, Chairman 2 Mehmet Göçmen, Vice Chairman 3 Mustafa Nedim Bozfakıoğlu, Member 4 Mehmet Hayrettin Şener, Member 5 Yılmaz Külcü, Member There is no executor on the Board of Directors According to the Principle Charter of the Company, the Board of Directors consists of five members chosen from among the shareholders. There are no autonomous members in the General Assembly. 19. Qualifications of Member of the Board of Directors While there are no articles in the Principle Agreement of the Company pertaining to minimum qualifications for Membership on the Board of Directors, the Board of Directors is made up of members who have the qualifications specified under articles 3.1, 3.1.2 and 3.1.5 of Section IV of the Capital Market Board’s Principles of Corporate Management 20. Mission and Vision of the Company and its Strategic Targets Our company vision and mission have been established and announced to the public on our website. Target projections determined by the annual budget are discussed at monthly meetings. Our Vision: To be the most valuable cement and concrete company in Turkey Our Mission: To be a business partner of users of cement at the international level Our main strategic targets: 1- Developing a high performance culture for profitable growth, 2- Raising the value offered to the customer, 3- Creating high-performance processes 4- Instilling Çimsa’s “DNA” in the knowledge, human, and organizational infrastructure. .
The risk management and internal control mechanism ensures that company policies and the procedures in the areas of production, sales, stock, trade and finance, and human relations are formed and carried out with particular discipline. Workflow has been organized differently so that it is controlled by the person doing the work, and auto-control mechanisms have been created at appropriate places. Reporting systems for production, purchasing and sales activities and some spending items have been developed and meetings at different levels and settings where they are assessed have become company practice. It has been made mandatory to get the approval of a particular level of authority to carry out administrative, financial and commercial transactions. In addition to this internal control system established within the company, periodic internal control will determine compliance with laws and intra-corporate procedures and directives, and according to the findings, the risk and control mechanisms of the system will be evaluated. Care will be taken to improve inadequate points and organize new control mechanisms. Moreover, a Risk Management department has been set up and a director appointed. Through the Corporate Risk Management Department, operational, financial, strategic and external environmental risks that may prevent the company from carrying out general corporate strategies and reaching its targets will be systematically measured and evaluated, take actions vis-à-vis specified critical risks, and monitor them regularly. The objective of the creation of Corporate Risk Management is to spread risk management culture and perspective to all departments in the company, to develop proactive approaches, to layout possible opportunities, to maintain and improve company values, to develop natural hedging and portfolio management, and to further raise the confidence and trust of shareholders A subsequent step in Corporate Risk Management activities, the formation of a Risk Committee, will be done in 2009. It will determine whether or not the desired impact and development on the risks of existing actions have been achieved and report findings to the Board of Directors. A decision was made by the Board of Directors to have the Office of Internal Control report to the Committee in Charge of Supervision. 22. Powers and Responsibilities of Members of the Board of Directors and Managers The powers and responsibilities of the Members of the Board of Directors and the Director have been specified along the general lines of the Principle Charter of the Company. 23. Principles Guiding the Activities of the Board of Directors As specified in the Principle Charter, the Board of Directors is to convene at least once a month and when necessary to handle company business and procedures. In 2008, the Board of Directors met 29 times and 90 decisions were made. The Principle Charter does not indicate any particular way in which a call for a meeting is to be made. The agenda of the Board of Directors meeting is determined on the basis of the results of meetings between the Chairman of the Board of Directors and the General Director. The secretariat to be created will send by e-mail to the members of the Board of Directors the content of topics on the agenda and what was done regarding those topics prior to setting the agenda, as well as the minutes of the meeting.
During the period they are Members of the Board of Directors, members are forbidden to engage in any activity that involves doing business with the company or competing with it. 25. Code of Ethics The Code of Ethics with which Çimsa personnel are to comply is specified in Part III of the Human Resources Internal Bylaws. Company bylaws are to be announced to employees via intranet. Moreover, the Sabancı Code of Ethics has been announced to all employees and their pledge to comply with it has been obtained. 26. Number, Structure and Autonomy of Committees to be set up on the Board of Directors An Oversight Committee connected to the Board of Directors and constituted from board members not having executive duties has been set up. The Company Board of Directors did not deem necessary the creation of a separate committee specifically designated to oversee Corporate Management Principles and compliance with them. 27. Financial Privileges of the Board of Directors According to the Principle Charter, all rights, privileges and salary accruing to the Members of the Board of Directors are determined by the General Assembly. In 2008, Board of Directors membership dividends were not paid. No loans were made to Board of Director Members or directors during the period. 1- Report Period: 01.01.2008 - 31.12.2008 2- Title of Partnership: Çimsa Çimento Sanayi ve Ticaret A.Ş. 3- Management and Supervisory Boards for period of operations: Board of Directors 1 Ziya Engin Tunçay Chairman 2 Mehmet Göçmen Vice-Chairman 3 Mustafa Nedim Bozfakıoğlu Member 4 Mehmet Hayrettin Şener Member 5 Yılmaz Külcü Member Members of the Board of Directors were chosen for a two-year period at the Ordinary General Assembly Meeting held on 08.04.2008. They are to hold their positions until the next ordinary General Assembly meeting to be held in 2010, where results of operations for 2009 will be discussed. B-Supervisory Board: İlker YILDIRIM Bahadır BORAN Members of the Supervisory Board were chosen for a one-year term at the annual normal General Assembly meeting held on 08.04.2008. 4- Term changes in the Principle Charter: No changes were made to the Principle Charter during the term. 5- Business Financial Resources and Risk Management Policy of Facility: The financing of investment and operating capital needs of the facility are met by short, intermediate and long-term export and foreign currency loans. Defining and monitoring all risks with which our company could be faced form the basis for risk management. In addition to the risk management practiced by the group companies of Hacı Ömer Sabancı Holding A.Ş., one of our associates, an effective risk management project has been initiated. All possible risks to our company have been categorized according to priority and have begun to be monitored. To eliminate risks that could directly affect the financial status of the company, all of our facilities have been insured within the framework of a global policy compatible with the risk management policies of Sabancı Holding. Foreign exchange risks arising from foreign currency-based loans of the company are naturally hedged by export income, and forward proposals are assessed as well. 6- The quality and amount of the issued capital market tools. There are no issued capital market tools. 7- Measures being considered to improve the financial structure of operations: Within the framework of existing market conditions, Çimsa formulating operating capital- management-oriented plans and making investments and conducting activities designed to improve infrastructure, marketing and costs. It is managing its financial structure in accordance with procedures by planning existing TL, foreign currency cash entries and needs. 8- Information on Donations made during the Year: During the year, a sum of 124,838.20 Tl was donated to various public institutions and organizations, first and foremost being educational institutions. Yüklə 27,4 Kb. Dostları ilə paylaş:
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