Objective and Base
This Disclosure Policy has been prepared in accordance with the Communiqué (II-15.1) issued by the CMB is based on the concepts of transparency and fairness to provide that each of shareholders and stakeholders will be equally and impartially informed about the developments of the Company for public disclosure.
Responsibility
Our Disclosure Policy enters into force by a prior approval of the Board of Directors. In case of changes that have been occurred in Disclosure Policy, the considerations that already changed and their reasons will be presented to General Assembly by approval of the Board of Directors and then disclosed to the public. The Board of Directors is responsible for following up, reviewing and development of the Disclosure Policy while Investor Relations Unit is responsible for overseeing and tracking of the Disclosure Policy.
General Rules
Disclosure Policy;
a. is complied with the Capital Markets Law and related regulations.
b. is formed in accordance with Corporate Governance Principles and transparency policy.
c. aims to make Public Institutions, our shareholders, our current and potential investors and
other stakeholders have timely access to the correct and complete information under equal terms.
d. ensures that the information which will be disclosed to be indirect, understandable, analyzable and accessible at the most affordable cost in order to help the individuals and institutions use such information in making decision process.
e. does not cause an obligation of disclosing an information within the scope of Company secret and/or commercial secret or an information of which disclosure is not legally allowed.
Informational Tools
In order to inform public;
1. Disclosure of Material Events
2. Financial statements and footnotes, independent auditors report, annual report,
3. Trade Gazette announcements,
4. Investor meetings and presentations,
5. Corporate web site,
6. Press releases and announcements,
7. News channels and daily newspapers are used as informational tools and methods.
Public Disclosure of Material Events
Upon existence of transactions, events and developments declared in the Communiqué Serial: II, No: 15.1 "Communiqué on Principles Regarding Public Disclosure of Material Events" published by Capital Markets Board, the material event disclosures prepared in accordance with the Disclosure Format should be transmitted to Public Disclosure Platform(KAP) (www.kap.gov.tr) which is formed by Borsa Istanbul with the aim of informing the public, and then announced in the corporate website no later than the first business day following the public disclosure. Such disclosures are kept in the corporate website for five years.
Financial Reports, Annual Reports and Company Presentations
The financial reports which are prepared both quarterly and yearly and in accordance with the regulations of the CMB are sent to KAP, in compliance with related legislation. Such reports and also investor presentations which are regulated after the reports publishing are put the corporate web site.
Trade Registry Gazette Announcements
Besides KAP declaration and the corporate web site announcement; also General Assembly decisions, agenda of general meetings, power of attorney forms, general meeting results, Company capital increase decisions and all kinds of amendments to the Articles of Association are announced to the public through Trade Registry Gazette.
Investor Meetings and Presentations
Our company can, if it is seen as necessary, organize informative meetings for financial analysts, investors, creditors and shareholders. The meetings do not have a predetermined calendar and frequency of meetings is organized by regarding the current circumstances. The meetings can be held face-to-face or by teleconference and/or video conference. The presentations and reports disclosed in the meetings are announced in the corporate web site pursuant to equity in access to information.
Corporate Web Site
Corporate web site (www.halkgyo.com.tr) is used actively for public disclosure. In accordance with corporate governance principles of the CMB, the information should be also announced in English for utilization of foreign investors. Not only Public Disclosures and other announcements to public but also detailed information and data related to our Company should be announced in our corporate web site. Corporate web site should be designed to ensure quick and easy access of all stakeholders to information. The information on the web site needs to be updated regularly. At the same time, to ensure comparability, past-related information should be kept and stored systematically on the corporate web site. It is attached importance to develop web site so as to provide with access to top quality information.
All stakeholders' questions, opinion and information requests are responded by Investor Relations Unit as soon as possible. The address, telephone and fax and e-mail of the unit are accessible to all stakeholders on the corporate web site.
Tracing of News and Rumors
In the case of any news and rumors about our Company which published in press and media, are not originated by any of authorized employees of our Company, different from the information disclosed previously and have affects on making decisions processes of potential investors and value or price of capital market instruments, a material events disclosure will be announced in KAP in order to confirm if those news or rumors are true and adequate or not, in accordance with the Communiqué Serial: II, No: 15.1 of the CMB and such disclosure is announced also in the corporate web site. The same method mentioned above is also applied in the situations of that making disclosure related to the news and rumors are not a subject in accordance with the Communiqué, but the top management of the Company deems necessary to clarify them.
Disclosure of Informations Related to Future
An authorized employee of our Company can, if deemed necessary, disclose future oriented information and expectations to public by depending on Disclosure of Material Events or annual reports. However it should be assured that the disclosed information related to future should not consist of exaggerated predictions, deceptiveness and being against to the principle of equality in access to information. In the case of being important difference between events disclosed to public and events executed, a separate public disclosure is made to disclose the reasons of such differences.
Protection of Confidentiality of Internal Information
Board of Directors is responsible to take and implement all kinds of necessary measures to ensure protection of confidentiality of internal information that are not disclosed to public yet and may affect the value of capital markets instruments and investment decisions of potential investors. List of employees who are authorized to have access to internal information and list of the persons such as attorney, independent auditor, tax consultant and similar other persons who may access to internal information during the execution of the business and transactions is formed and declared to Central Securities Depository of Turkey (MKK). T.R. identity number of the peoples in the list and the reason of their inclusion and their administrative responsibilities, if they have, should be declared clearly. If there is change in the list, the list is updated and MKK is informed within two business days. By utilizing from legal course and special contract provisions, the necessary precautions should be taken in order to protect the confidentiality of the information obtained by the authorized persons during the execution of the business and transactions on behalf of our Company.
Identification of the Persons Who Have Administrative Responsibility
In accordance with the "Communiqué on Principles Regarding Public Disclosure of Material Events" Serial: II, No: 15.1 of the CMB, all the transactions carried out by the persons with administrative responsibilities in the partnership and the closely related parties are reported to relevant stock market by the person who makes the transaction, with regard to the shares which represent the capital and capital market instruments based on such shares. The persons with administrative responsibility and related persons will be identified on the basis of criteria specified in the Communiqué.
Enforcement and Amendments
The Board of Directors is the authorized and responsible to follow-up and develop the Disclosure Policy. The efficiency and reliability of the public disclosure processes within the scope of Disclosure Policy are under the supervision and control of the Board of Directors. Although the Board of Directors is authorized to make changes in the policy document, all such changes are submitted to the approval of General Assembly before disclosing to public. It is under the Investor Relations Unit's responsibility to implement the disclosure policy.
