ENKA İnşaat ve Sanayi A.Ş. is the largest internationally renowned construction company of Turkey that provides engineering, construction and contracting business services in and outside the country. The Company makes public all the disclosures either required by the legislation or which might affect the market price, in relation to public clarification and transparency, which is a corporate governance principle, taking into account all the information which is of trade secret nature or which hinders the competitive power of the Company under the international competition conditions.
In this context:
- Any special condition disclosure, which might affect the market price or investment decisions, will be disclosed to public by Public Disclosure Platform as soon as possible,
- The information contained in the special condition disclosure will not be shared with any person who is not listed on the Insider Information Access List until the special condition disclosure is made public by Public Disclosure Platform,
- The special condition disclosure will be uploaded into the Company’s internet site on the same day or latest on the next business day and this disclosure will be kept on the site for at least five years,
- The financial reports sent by Public Disclosure Platform, within the time period stated by the legislation, is uploaded into the internet site on the same day after the disclosure is done,
- News and rumors about the Company which appears in the press or on the internet sites are monitored daily by the Investor Relations Unit with a media monitoring system. All related disclosures are being made public by Public Disclosure Platform,
- No disclosure will be made by the Company for the news and rumors which appears in the press and which does not create any disclosure obligation,
- For the access of small investors, the internet site is used for presentations or reports that are used during investor group meetings, during information meetings or press meetings,
- The Company’s internet site is arranged to contain any necessary information that shareholders would attain and it is updated periodically,
- Any future-related information or evaluation can be made public at most four times a year given that it is resolved by the Board of Directors or there is a written approval from the person who is authorized by Board of Directors. In this case, any assumptions related thereto as well as any data upon which such assumptions based are to be disclosed as well. No information may be baseless, contain any magniloquent and overdone providence, or be deceptive. Moreover, any assumptions must be in conformity with the financial position and business results of the Company,
- In case any estimations related to or any bases of such future-related information fail or divulge to fail to be duly implemented, all updated information are to be disclosed to public including the reasons thereof,
- At least once a year, Investor Relations Unit and/or the top management will participate in group meetings or one-on-one meetings with capital market actors at conferences,
- All questions raised to Investor Relations Unit will be answered in writing or verbally,
- As often as it is deemed necessary, interviews and press releases which will take place in the press and publications will be done by the Executive Members of the Board of Directors or the President and Chairman of the Executive Committee, unless the authority is delegated,
- People who are authorized to represent the Company as per the signature circular is determined as managers who have administrative responsibility,
- The material legal and commercial relationships between the Company and the real or legal persons, which is directly or indirectly related to by capital, by management or by control will be disclosed in the financial reports.
Execution of the Company’s Disclosure policy is governed by the Corporate Governance Committee, and the Investor Relations Unit is responsible for the relations with shareholders.
Donation & Aid Policy
Any donations and aids to be granted by our Company are determined by it pursuant to the below given basic criteria, provided, however, that such donations and aids are always in compliance with the provisions of the applicable Capital Markets Legislation.
Main purpose in making donations and aids which can be done in-cash or in-kind is to fulfill our social responsibility towards the society but also to create a corporate social responsibility for the shareholders, employees and partners thereof, provided, however, that all such donations and aids meet a certain social need and provide public benefit.
Organizations which donations/aids could be granted:
- ENKA Spor ve Eğitim Vakfı (ENKASports and Education Foundation): Major part of the donations and aids of our company are granted to ENKA Spor ve Eğitim Vakfı. Making donations and aids to this foundation, the main purpose of which is to contribute to the Turkish youth to reach the contemporary sports level and to strengthen its educational and social structure in international standards, has been adopted by our company as a principle
- Relief accounts to be formed by the government agencies upon occurrence of natural disasters
- Foundations listed in the Schedule of Recognized Foundations
- Any other foundations and organizations in case of need
Limitation for Donation/aids:
- If there is no limitation set in the General Assembly about donations and aids for the current year, the limit of donation/aid could be at most 3% of the distributable profit of previous year which is calculated in accordance with the Capital Markets Board regulations and other relevant legislations
- Donations/aids for relief accounts to be formed by the government agencies upon occurrence of natural disasters are not taken into account of calculation above
The Internal Decision-Making Procedure for providing donations/aids:
- Any donation/aid of which the amount exceeds TL 10,000 is allowed to be made only upon approval thereof by at least one member of the Board of Directors or of the Executive Committee
- Any internal committees, departments and workshop-groups may make proposals to the members of the Board of Directors or of the Executive Committee regarding any donations/aids
Profit Distribution Policy
The Board of Directors of ENKA İnşaat ve Sanayi A.Ş (”the Company”) takes into account the performance of the Company of that year, economic conditions, the finalized projects, investments and the cash flow of the Company as well as Turkish Commercial Code, the relevant articles of Capital Markets Law, regulations and the practices of the Capital Market Board when presenting the profit distribution proposal to the General Assembly.
The principal policy adopted and applied by the company in aspect of profit distribution is to act always in compliance with the applicable criteria as provided in the Capital Markets Legislation while considering a fair balance between the interests of the Company and that of the shareholders thereof. In this manner, at least 20% of the distributable profit which is calculated in accordance with the Capital Markets Board regulations and other relevant legislation is distributed as cash and/or bonus shares.
Under the framework determined by profit distribution policy and the Capital Markets Board, after reserving the 1st dividend pursuant to the provisions of Article 36 of the Articles of Association, dividends are distributed to the Bonus Certificate holders as per the rate stated in the Articles of Association.
Dividends are distributed equally at once to all existing shares as per their rates regardless of date of issuance and acquisition dates. Distribution of cash dividends is planned to be paid no later than one month after the General Assembly where the date of dividend distribution is resolved by the General Assembly.
The place and date of the profit distribution, agreed upon during the General Assembly in accordance with the relevant legislation provisions, is announced to the shareholders through the Public Disclosure Platform and by the announcement on the website of the Company.
The Board of Directors may distribute dividend advance if it is authorized by the General Assembly as well as in compliance with the regulations of the Capital Market. The authorization given to the Board of Directors by the General Assembly is limited with that year in which the authorization is given.
Remuneration Policy Applicable to the Board Members and Administratively Responsible Managers
1. Objective and Scope
The purpose of the policy described hereunder is to determine, in compliance with and under consideration of such regulations, obligations and principles as specified in the Capital Markets Legislation and the Capital Markets Board’s corporate governance principles, any rules, requirements, principles and modus of implementation applicable to the remuneration of the Board Members and Administratively Responsible Managers of ENKA İnşaat ve Sanayi A.Ş. as approved by the Board of Directors thereof. Any rights, benefits and remunerations to which the Board Members of the Company are entitled to, and any modus of and requirements applicable to the payment thereof are defined in the Articles of Association of the Company, and such rights, benefits and remunerations are concluded and fixed each year by the General Assembly thereof in its annual meeting under a separate item of agenda and the same are published thereafter in the website of the company. The remuneration policy hereunder aims the sustainability and enhancement of the performances of the Board Members and Administratively Responsible Managers of the Company.
2. Principles Applicable to Remuneration
Remunerations Payable to the Members of the Board of Directors
Independent Members and Non-executive Board Members: The Independent Members and Non-executive Board Members of the Board of Directors are entitled to a monthly attendance fee as honorarium in such amount as to be determined each year by the General Assembly. The amount of such monthly attendance fee is not fixed on the basis of the performance of the Company so that the independency thereof is not impacted of the Independent Members thereby.
Executive Board Members: The Executive Board Members are paid a monthly attendance fee in the same amount as payable to the Independent Members as aforesaid, besides such below-mentioned bonuses as payable to the same on the basis of their performances and contributions to the company as well as their level of reaching the targets as set.
Remunerations Payable to Administratively Responsible Managers
Remunerations payable to Administratively Responsible Managers include performance determined bonuses besides the fixed pays to be determined and calculated in accordance with the scope of duties and responsibilities thereof under consideration of the requirements and the experiences designated for each position. Executive Committee Members are entitled to a monthly attendance fee as honorarium as well as bonuses and fixed pays.
3. Performance and Remuneration Methods
Fixed Pays: In the determination of the attendance fees payable to the Members of the Board of Directors as well as of the fixed pays to the Administratively Responsible Managers as aforesaid, the preservation of the company’s internal balances and the compliance thereof with strategic targets and the ethical values of the company are always considered. The amount of the fixed pays are determined and calculated for each position in accordance with the scope of duties and responsibilities of the relevant payee under consideration of various factors such as economic conditions in the market, the size of the company, any long-term targets and the level of realization thereof as well as the position and the level of experience of the relevant payee. In the determination and calculation of the remunerations payable to the Board Members and Administratively Responsible Managers of the Company, no short-term performance based payment plans such as Company’s profit or income shall be applicable.
Performance Pays (Bonus Payments): Also in the determination and calculation of the performance based bonus payments, various factors such as bonus policies applicable in the market to any staff in similar or equivalent position, the level of reaching and realization of the company targets and the individual performances are taken into account, and they are determined and calculated so that the equity of the company is not impacted thereby. Within the scope of this policy, no Board Member or Administratively Responsible Managers of the Company is lent any money or granted any loan or any personal credit by virtue of any third parties or provided any securities or guarantees. Any remunerations and benefits paid to Board Members and Administratively Responsible Managers of our company are disclosed to public in the Annual Report thereof.
Compensation Policy for Employees
The Compensation Policy for Employees of ENKA İnşaat ve Sanayi A.Ş. has been prepared in accordance with the provisions of the Article 14 of the Labour Law 1475 and Labour Law No. 4857, which are in force.
In this regard;
- Severance payment, is due and payable to the employee with seniority and whose employment contract has been terminated due to one of the events listed in the Labour Laws No. 1475 and 4857, in consideration with the term of employment and the monetary limits (compensation ceiling) prescribed by Law, and such payment is made either to the employee directly or in case of employees’ death to the legal heirs
- Pursuant to Article 17 of the Labour Law 4857, the period of notice means the notification time required either for the employer to inform the employee to terminate the employment contract of the employee or for the employee to inform the employer of the termination of employment contract
As compensation for termination, a cash payment can be done for the notice period which is determined according to the seniority of the employee, by calculating over the last gross salary. Pursuant to Article 27 of the Labour Law, if the compensation is not paid and work is being performed during the notice period, the employee has a permit to search new job.