Information Policy
Purpose
The purpose of our company’s Information Policy is to share all information that is not a commercial secret in accordance with the Capital Market Law provisions, Corporate Governance Principles and Company Core Contract provisions, concerning the Company’s past performance and future expectations in full, fair, correct, timely, clear and easily understandable form to all beneficiaries such as local/foreign shareholders, potential investors, employees, customers and relevant authorized agencies in an efficient and transparent manner.
The company information policy is carried out observing the matters in the scope of the Capital Market Law, Capital Market Board decisions and other relevant regulations and matters that are to be explained in this context are announced to the public in a timely, complete and correct manner.
Responsibility
The Company Information Policy is created and implemented under the authority of the Board of Directors. The Board of Directors reserves the authority to make changes in this policy from time to time as needed. The information policy and the changes to be made in the policy are broadcasted on the Company’s web site after being approved by the Board of Directors. The General Manager and Investor Relations Department are responsible for observing and monitoring the Information Policy. The Corporate Governance Committee provides information and makes recommendations to the Board of Directors, Audit Committee and Financial Affairs Department concerning the “Information Policy”.
Public Disclosure Methods and Instruments
Information is disclosed through such instruments as material disclosures, financial tables and reports, yearly activity reports, the web page, presentations, investor meetings, information statements and press bulletins. The Main Public information methods and instruments have been provided below;
– Material disclosures conveyed to international stock exchanges where BIST and shares are processed.
– The financial tables and annotations, independent audit report and declarations that are submitted periodically to the BIST where company shares are processed and other international stock exchanges are also broadcasted so that they can be accessed whenever needed from the web site. The activity reports and financial presentations are also periodically disclosed to the public via electronic format and the web site.
– Yearly activity reports are presented to those concerned in both printed form and on the web site.
– The corporate web site is www.ihlasyayinholding.com.tr,
– Announcements are made in the Turkish Commercial Registry Newspaper or another national newspaper with high circulation,
– Press announcements are organized in parallel with important developments within the year and conveyed through printed and video media,
– Communication methods and tools are used to communication with investors and analysts face to face, on the telephone, through electronic mail, telefax, etc.
.Notices and Announcements Made to the T. Commercial Registry Newspaper and Daily Newspapers
As a requirement of the Capital Markets Law, the Turkish Commercial Code and our Core Contract all announcements regarding General Assemblies, Capital increases and dividend payments are made through the T. Commercial Registry Newspaper and daily national newspapers.
Questions or requests for information by the press concerning various developments and the general flow of business are taken into assessment in writing and responded whether the response is negative or positive.
Disclosure of Financial Tables to the Public
Our company’s financial tables and annotations are prepared in accordance with the Turkish Commercial Code Law, the Capital Markets Law, the Tax Laws and relevant law provisions and are subjected to independent audit. They are submitted for Board of Directors approval. After the correctness declaration is signed by the Board of Director Members in charge they are disclosed to the public.
The financial tables, annotations, independent audit report and attached documents are conveyed to the Public Disclosure Platform (PDP) to be disclosed in accordance with the CMB and BIST regulations after being approved by the Board of Directors.
Disclosure of the Activity Report to the Public
The content of the Activity Report is prepared in accordance with international standards, the Capital Markets Board regulations, and the CMB Corporate Governance Principles and submitted for the Board of Director’s approval. The activity report is disclosed to the public via our web site.
Capital market participators who wish to obtain a Turkish and/or English copy of the Activity Report may do so from the Investor Relations Department.
Material Disclosure to the Public:
The Material Disclosure of the Company is prepared by the Investor Relations Department under the supervision of the Financial Affairs Supervisor, signed by administrators with signatory authorization and disclosed in accordance with CMB and BIST regulations.
The precautions taken by our company to keep information confidential until the material public disclosures are made, are as follows.
In order to maintain the balance between transparency and the interests of the Company, it is very important to make sure rules are complied with while employees are using information learned from the inside. All manner of precautions are taken to ensure that information obtained from the inside is not abused.
Information considered to be commercial secrets which are learned in the course of work, which belong to the Company and which need only be known by authorized persons are accepted as “Company Information”. All employees protect Company Information while working and after and do not use the information directly or indirectly.
The Confidentiality of Information Until they are Disclosed to the Public:
During the period starting the day after the period for which financial tables, reports and independent audit report are prepared ends until they are disclosed to the public according to regulations none of the company administrators, their spouses, children or people living in the same house may make any transactions on their shares or capital market instruments that are dependent on these shares. Individuals who are administrators in the Companies affiliated and flagship partners as well as individuals who have internal information due to having shares in the affiliated and flagship partner companies are included in this scope.
The Company may postpone disclosure of information to the public in order to protect the legitimate interests of the company and to prevent investors being mislead; and on the condition of being able to keep this information confidential. In this situation the company will take all necessary precautions to maintain the confidentiality of internal information in accordance with the capital markets regulations.
The Company informs administrators and employees by means of on the job training about the obligations in laws and relevant regulations concerning internal information and the actions that are taken against abuse or spreading of this information. The Company makes sure that commitments to confidentiality and other similar precautions are implemented for all employees who are not on the list of people allowed access to internal information and third parties from whom services are purchased to prevent their access to confidential information.
Individuals who have access to internal information are informed in exchange for their signature about the actions that are taken against abuse or spreading of this information showing that they accept the obligations in laws and relevant regulations concerning internal information.
Individuals Who Are Authorized to Make Public Disclosures
Other than the notifications explained above, the written and verbal requests for information that is not confidential or a commercial secret which are submitted by capital market participants are responded to by the Financial Affairs Coordinator or the Investor Relations Department.
All press statements made to the printed and video media are made under the responsibility of the Authorized Board of Directors Members.
Other than those mentioned, unless assigned especially, no employees of the company may answer questions from capital market participants. The requests for information that come in are forwarded to the Investor Relations Department.
Other than what is specified by law to be in the scope of disclosure management, information about the Company’s governance, legal status and projects are presented in statements made by the administrators and Board of Directors Members who are assigned with the task.
The Criteria Used in Determining Individuals Assigned with Administrative Responsibility
“Individuals with Administrative Responsibility” in the framework of the Capital Market Legislation are defined as individuals who are Board Members or even if they are not Board Members have direct or indirect access to the issuer’s internal information or accesses it on a regular basis and has the administrative authority to make decisions which affect the issuer’s future development and commercial goals.
The individuals who have Administrative Authority in the Company have been determined as the Board of Directors Members, the General Manager, the Department Coordinator and the Senior level administrators.
Communications with Capital Market Participants
Our Company does not make references to expectations regarding interim and yearly activity results. Instead we prefer to convey to the shareholders critical issues that affect the activity results, strategic approaches and important elements of the capital market that make the community that is active in the sector more easily understood.
Unless stated otherwise in the information policy only individuals authorized to make public disclosures may communicate with capital market participants on behalf of our Company. During meetings with capital market participants which are not open to the public no information that has not been disclosed to the public and is important/private is disclosed.
Meetings and Interviews with Investors and Analysts:
An Investor Relations Department has been established to regulate affairs with existing and potential shareholders, to respond to investor questions in the most productive manner and conduct work to increase the value of the company. In addition to the web-site which is constantly updated by the Investor Relation Department and the current information on the Public Disclosure Platform direct communication (face to face or by phone) is implemented to make sure that shareholders and analysts are kept informed about developments in the company.
Keeping Minor Investors Informed
In order to provide interactive information and prevent speculative information, no new disclosure will be made in the information meetings held with a certain group of investors or the presentations and reports disclosed in press conferencesand the information previously disclosed to the public will not be updated and private information will not be disclosed to the public beforehand.
All these disclosures must be kept on the website. Existence of the investors who cannot use the internet and the material disclosures are considered while using the website and the content is updated accordingly. In addition to those foreseen in legal regulations, it is the policy to use the website, , sending e-mails, press releases and media effectively as a method in information and to comply with all rules that have been or will be published by the CMB.
Insider information is disclosed to the public by the company principally on the date when the obligation for disclosure occurs. However, disclosure of insider information to the public may be postponed in order to prevent harming the Company’s legitimate interests, legal rights and benefits when necessary provided that the confidentiality of the information is ensured pursuant to the Article 6 of the Material Disclosure Communique (II.15.1). The Company discloses the insider information immediately to the Public Disclosure Platform as soon as the reasons for postponing public disclosure of such information are overcome.
The Verification of News or Rumors that Have Come Out in Press Organs and Internet Sites
The information in news or rumors that comes out in press organs is comprised of information that has previously been disclosed to the public via material disclosures, statements, circulars, Board approved announcements and financial reports and unless it contains additional information there is no need to make a material disclosure.
On the other hand if there is a situation in which an obligation to make a material disclosure is not generated in accordance with the Communique but our company is asked to make an explanation about the news and rumors in question this is brought to the agenda by the Executive Director of Financial Affairs and and announced to the public as material disclosure.
If there is a matter that requires material disclosure in accordance with the Communique it will be carried out without waiting for a warning, notification or request from the Board or concerned stock exchange in order to keep stock exchange processes from being interrupted and maintain the continuity of the session.
Disclosure of Evaluations for the Future
Our company may from time to time disclose its evaluations for the future in accordance with disclosure policies.
It is our policy to comply with the provisions set forth by regulations in disclosing evaluations about the future to the public.
On documents where evaluations about the future are written the assumptions that these Evaluations for the Future are based on are also provided along with the data. It is also clearly stated that results may vary depending on possible risks and various reasons. Information about the future which is to be included in public disclosures will be provided along with the reasons for their basis and statistical information. The information does not include exaggerated projections that have no basis, they are not misleading and are correlated with the company’s financial status and activity results.
If the predictions and grounds in periodical financial tables and reports that are disclosed to the public are not realized or it is apparent that they won’t be realized, the information, tables and reports are immediately revised and disclosed to the public. Evaluations for the Future are only made by people who are authorized to make public disclosures and clearly in the form specified above or by referring to an existing or publicly open document (a disclosure that was made previously within the scope of a press announcement, information document, Capital Market Regulation, etc.).
If an important change occurs in the company’s financial situation and/or activities or an important change is expected to occur in the near future the public is informed within the scope of the public disclosure policy reserving all rights to provisions in relevant regulations.
It is the policy to comply with the provisions specified by regulations in the disclosure of Evaluations on the Future to the public.
Website
The company website (www.ihlas.com.tr) is actively used in providing information to the public as advised by the CMB Corporate Governance Principles. The information available on the website does not supersede the notices and material conditions required pursuant to the Capital Market Legislation. All disclosures by the Company to the public are made available on the website too. The website is configured and compartmentalized accordingly. All measures are taken for the security of the website.
The website is designed in Turkish and in English and has a format and content as set forth by the CMB Corporate Governance Principles. Especially the announcements for General Assembly meetings and for the agenda and other information, documents and reports are available on the webpage in a manner that catches the eye. An ongoing effort is made to improve the website.