Policies

DISCLOSURE POLICY

The Disclosure Policy of İhlas Holding A.Ş., revised pursuant to Article 17 of the Communiqué on Material Events (II-15.1) dated 23 January 2014 issued by the Capital Markets Board of Türkiye (CMB), was presented for the information of the shareholders at the Ordinary General Assembly Meeting for the fiscal year 2020 held on 31 May 2021.

Purpose

The fundamental principle of our Company’s Disclosure Policy is to ensure that any developments likely to affect the value of the capital market instruments issued by our Company are disclosed to the public in a timely, accurate, complete, adequate and comprehensible manner. Furthermore, in the exercise of the right to obtain and review information, no distinction shall be made among Capital Market Participants (shareholders, investors, capital markets professionals, intermediary institutions, etc.). The information disclosed by the Company is made available in a manner that is understandable, interpretable, easily accessible at low cost, and equally available to all persons and institutions benefiting from such disclosures, thereby supporting their decision-making processes.

In matters relating to public disclosure, the regulations of the Capital Markets Board of Türkiye (CMB) and Borsa İstanbul A.Ş. (BIST) are complied with, and utmost care is exercised in implementing the principles set forth in the CMB Corporate Governance Principles.

In addition to the requirements stipulated by legal regulations, disclosure activities are carried out through the effective use of the corporate website, electronic mail communications, press releases, and media organizations, and compliance with all rules issued or to be issued by the Capital Markets Board of Türkiye (CMB) is considered essential.

Responsibility

The Board of Directors is responsible for monitoring, reviewing, and improving the Disclosure Policy. The Corporate Governance Committee provides information and recommendations regarding the Disclosure Policy to the Board of Directors, the Audit Committee, and the Executive Vice President responsible for Finance and Financial Affairs. The Executive Vice President responsible for Finance and Financial Affairs is responsible for the implementation of the Disclosure Policy.

Public Disclosure Methods and Tools

The principal methods of public disclosure used by our Company are as follows:

  • Due to obligations arising from Capital Markets Legislation and the provisions of the Turkish Commercial Code (TCC), making the required material event disclosures on the Public Disclosure Platform (KAP) using the forms prescribed under the Communiqué on Material Events (II-15.1) issued by the Capital Markets Board of Türkiye, and publishing such disclosures on our corporate website at https://www.ihlas.com.tr.
  • Publishing financial statements and notes thereto, independent audit reports, declarations, and annual reports on the Public Disclosure Platform (KAP) and on our corporate website.
  • During capital increase processes, publishing documents and disclosures required by legislation on the corporate website and, where required by applicable regulations, in the Turkish Trade Registry Gazette, daily newspapers, or other media channels.
  • Publishing announcements and notices such as general assembly meeting invitations and dividend payment notices on our corporate website and, where required by applicable legislation, in the Turkish Trade Registry Gazette, daily newspapers, or other media channels.

These constitute the principal public disclosure methods used by our Company.

The disclosures made by our Company to capital market participants pursuant to legislation are further disseminated through:

  • Publication in written and visual media, as well as through data distribution service providers such as Reuters and Foreks;
  • Information meetings and presentations conducted with capital market participants either in person or via teleconference.

Remuneration Policy

The remuneration of the Members of the Board of Directors shall be determined separately by the Corporate Governance Committee, in the form of a monthly gross fee and a fee per meeting, taking into consideration the Company’s performance, financial condition, and prevailing market conditions.

Where a Member of the Board of Directors also serves in an executive capacity, additional remuneration may be paid for such executive duties, taking into account the Company’s financial condition and general market conditions.

While the same criteria shall be considered in determining the remuneration of Independent Members of the Board of Directors, particular attention shall be paid to ensuring that the remuneration of Independent Board Members is maintained at a level that preserves their independence.

These remuneration amounts, determined annually by the Corporate Governance Committee, shall become effective upon being submitted to the General Assembly for the information and approval of the shareholders.

The remuneration of the Company’s senior executives shall be determined by the Board of Directors, taking into consideration their duties, responsibilities, experience, and performance, as well as comparable market conditions, and in alignment with the Company’s strategies and policies.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of İhlas Holding A.Ş. for the year 2013 and subsequent years, revised in accordance with Articles 19 and 20 of Capital Markets Law No. 6362, the Dividend Communiqué (II-19.1) dated 23 January 2014 issued by the Capital Markets Board of Türkiye, the Dividend Guide, and the relevant provisions of the Company’s Articles of Association, was submitted to the approval of the shareholders at the Ordinary General Assembly Meeting for the year 2013 held on 30 May 2014 and was adopted as presented.

Taking into consideration the expectations of shareholders, the Company’s growth trend, profitability, strategic objectives, investment projects, and the funding requirements of working capital, and within the framework of the Turkish Commercial Code, Tax Procedure Law, Capital Markets Law, other relevant legislation, and the relevant provisions of the Company’s Articles of Association, the following principles shall apply to enable investors to obtain dividend income:

a) After deducting from the period profit the amounts that are required to be paid and set aside pursuant to the applicable legislation and the relevant provisions of the Company’s Articles of Association, a legal reserve equal to 5% of the net profit shall be allocated from the remaining amount, after deducting any accumulated losses from previous years, until such reserve reaches 20% of the paid-in capital.

b) A first dividend at the rate of 5% shall be allocated from the amount obtained by adding any donations made during the year to the remaining balance.

c) The General Assembly shall have the authority to decide on the distribution of profit to members of the Board of Directors, employees, foundations established for various purposes, and institutions of a similar nature. However, unless the reserves required by law have been allocated and the dividend determined for shareholders under the Articles of Association has been distributed in cash and/or in shares, no decision may be taken regarding the allocation of additional reserves, the transfer of profit to the following year, or the distribution of profit to members of the Board of Directors, officers, employees, foundations established for various purposes, or similar persons and/or institutions.

ç) No specific ratio has been determined regarding the dividend to be distributed to members of the Board of Directors, employees, foundations established for various purposes, and institutions of a similar nature. In this respect, the provisions of the Capital Markets Law, the relevant Communiqué, and principle decisions shall apply.

d) After deducting the amounts specified in paragraphs (a), (b), and (c) above, the ratio at which the remaining amount shall be distributed shall be determined by the Board of Directors, taking into account the interests of both the Company and its shareholders, and submitted to the General Assembly for consideration. The General Assembly may approve, amend, or reject such proposal. The General Assembly may also decide on a dividend distribution ratio higher than that proposed by the Board of Directors.

e) If a dividend distribution is approved, the method of distribution, whether in cash and/or in the form of bonus shares, shall be determined by the Board of Directors and submitted for the approval of the General Assembly.

f) The timing of dividend payments shall be determined by the Board of Directors and submitted to the General Assembly for approval. Taking into consideration the legal regulations and Article 31 of the Company’s Articles of Association, dividends shall be distributed to shareholders within the statutory periods following the proposal of the Board of Directors and the approval of the General Assembly, on the date determined by the General Assembly.

g) If it is resolved that the dividend shall be distributed in cash, such payment may be made in equal or unequal installments, provided that this is resolved at the General Assembly meeting approving the distribution. The number of installments shall be determined by the General Assembly or, where expressly authorized by the General Assembly, by the Board of Directors.

h) There shall be no privilege in dividend distribution. Dividends shall be distributed equally among all existing shares, regardless of their issuance or acquisition dates.

ı) Provided that the General Assembly has authorized the Board of Directors and subject to compliance with the Capital Markets Law and the relevant regulations of the Capital Markets Board, dividend advances may be distributed to shareholders.

i) The total amount of dividend advances to be distributed within an accounting period may not exceed one-half of the profit for the previous fiscal year. The authority granted by the General Assembly to the Board of Directors to distribute dividend advances shall be limited to the year in which such authority is granted. No additional dividend advance may be distributed, nor may a dividend distribution be resolved, unless the dividend advance paid for the previous year has been fully offset.

PROVISIONS SET FORTH IN THE ARTICLES OF ASSOCIATION

DISTRIBUTION OF PROFIT

(Turkish Trade Registry Gazette No. 8302 dated 17 April 2013)

Article 30

After deducting from the revenues determined at the end of the fiscal year the Company’s general expenses, various depreciation expenses, amounts that the Company is required to pay and set aside, and taxes payable by the Company as a legal entity, the remaining net profit shown in the annual balance sheet shall, after deduction of any losses from previous years, be distributed in the following order:

General Legal Reserve

a) A legal reserve amounting to five percent (5%) of the net profit shall be set aside until such reserve reaches twenty percent (20%) of the paid-in capital.

First Dividend

b) A first dividend shall be allocated from the amount remaining after adding any donations made during the year, in accordance with the Turkish Commercial Code and the Capital Markets Legislation.

c) Following the above deductions, the General Assembly shall have the right to decide on the distribution of profit shares to members of the Board of Directors, officers, employees, foundations established for various purposes, and persons and institutions of a similar nature.

Second Dividend

d) After deducting the amounts specified in paragraphs (a), (b), and (c) from the net profit for the period, the General Assembly shall be authorized to distribute all or part of the remaining amount as a second dividend or to allocate it as a discretionary reserve pursuant to Article 521 of the Turkish Commercial Code.

Unless the reserves required by law have been allocated and the dividend determined for shareholders under the Articles of Association has been distributed in cash and/or in shares, no decision may be taken regarding the allocation of additional reserves, the transfer of profit to the following year, or the distribution of profit shares to members of the Board of Directors, officers, employees, foundations established for various purposes, or similar persons and/or institutions.

Dividends shall be distributed equally among all existing shares as of the distribution date, regardless of their issuance or acquisition dates.

The method and timing of the distribution of profits resolved to be distributed shall be determined by the General Assembly upon the proposal of the Board of Directors.

A dividend distribution resolution adopted by the General Assembly in accordance with these Articles of Association may not be revoked.

Provided that it has been authorized by the General Assembly and complies with Article 20 of the Capital Markets Law and other regulations of the Capital Markets Board, the Board of Directors may distribute dividend advances. The total amount of dividend advances to be distributed within an accounting period may not exceed one-half of the profit for the previous fiscal year. The authority granted by the General Assembly to the Board of Directors to distribute dividend advances shall be limited to the year in which such authority is granted. No additional dividend advance may be distributed, nor may a dividend distribution be resolved, unless the dividend advance paid for the previous year has been fully offset.

DATE OF PROFIT DISTRIBUTION

(Turkish Trade Registry Gazette No. 8302 dated 17 April 2013)

Article 31

The date and method of profit distribution shall be determined by the General Assembly upon the proposal of the Board of Directors. The provisions of the Turkish Commercial Code and the Capital Markets Legislation shall be complied with in the distribution of profits.

Information Security and Digitalization Policy

İhlas Holding is committed to complying with ISO 27001:2022 Information Security Management System requirements, maintaining its effectiveness, continuing development activities, and considering legal obligations and customer requirements. By identifying existing and potential risks, we ensure the fulfillment of information security requirements while closely following new-generation technologies and integrating them into our business processes.
All third parties with business relationships or consultancy services with İhlas Holding must comply with İhlas Holding’s Information Security and Digitalization Policy.

  • Information and assets belonging to İhlas Holding must not be shared with other individuals or organizations without permission.
  • No data or software should be copied from any device without İhlas Holding’s approval.
  • Audio recordings, videos, and photos must not be taken within İhlas Holding’s premises without permission.
  • System access within İhlas Holding’s locations must be conducted under the supervision of the IT team.

Occupational Health and Safety Policy

İhlas Holding prioritizes Occupational Health and Safety as a fundamental right of its employees and incorporates this principle into all its activities.
Under this principle, İhlas Holding commits to:

  • Providing a healthy, safe, and peaceful working environment for its employees,
  • Complying with OHSAS-18001, current legal regulations, and other requirements related to Occupational Health and Safety,
  • Continuously improving its Occupational Health and Safety processes beyond legal obligations,
  • Establishing an Occupational Health and Safety culture and making it a way of life through necessary training and other activities.

Customer Satisfaction Policy

As one of Turkey’s most innovative companies, İhlas Holding is committed to:

  • Addressing customer requests in an open, transparent, and rapid manner,
  • Evaluating all complaints objectively when received from customers,
  • Implementing the resolution process for these complaints as quickly as possible,
  • Complying with all relevant legal regulations throughout all processes.

Energy Policy

İhlas Holding places great importance on conserving natural resources and ensuring sustainability through energy efficiency.
In this regard, we commit to:

  • Complying with all legal regulations related to energy and energy efficiency,
  • Continuously improving energy efficiency beyond legal requirements,
  • Selecting technologies that use energy in the most efficient way in our operations,
  • Raising awareness among employees and the public about energy efficiency through various initiatives,
  • Considering energy performance when designing and modifying buildings, machinery, equipment, systems, and processes,
  • Effectively procuring and using energy-efficient products and services.

Environmental Policy

İhlas Holding prioritizes environmental awareness and safety in its operations, embracing a holistic and transparent management approach with open communication with society.
Based on this approach, in every stage of our activities, we commit to:

  • Complying with ISO-14001 and legal environmental regulations, continuously updating and improving our environmental management system,
  • Adopting a preventive approach to environmental management,
  • Identifying and managing environmental risks appropriately,
  • Implementing production techniques that minimize environmental harm,
  • Showing sensitivity to social responsibility projects that raise environmental awareness in society

Quality Policy

İhlas Holding is one of Turkey’s leading companies, aiming to meet all customer expectations with the highest quality and speed, while continuously improving all production and service activities.
In line with this goal, İhlas Holding commits to:

  • Instilling the principle that quality is indispensable among its employees and making it a company culture, while also supporting their personal development,
  • Acting with an innovative and competitive approach to ensure production and service quality comply with ISO-9001 standards and reach the highest global level,
  • Fulfilling its social responsibility duties in all aspects and setting an example in its field,
  • Conducting its activities in a way that maximizes the sustainable use of natural resources.