Pınar Entegre Et Ve Un Sanayii A.Ş. (Pınar Et A.Ş., the Company) has formed a disclosure policy on the basis of transparency and accuracy so as to provide timely, complete, accurate, intelligible information, easily and equally available at low cost, to related authorized bodies, present and potential shareholders and other stakeholders on matters apart from trade secrets, within the frame of the Turkish Commercial Code (TCC), Capital Markets Board (CMB) and Borsa Istanbul (BIST) regulations and other applicable legislation.
Corporate Governance Committee and Investor Relations Unit provide the Company’s Board of Directors with information and suggestions on matters related to the Disclosure Policy. In case of any modifications to the Disclosure Policy, the new Disclosure Policy approved by the Company’s Board of Directors will be publicly disclosed via the corporate website and Public Disclosure Platform (PDP).
Material event disclosures transmitted to the ISE via facsimile (such disclosures are posted on the corporate website in Turkish and English languages)
Financial statements and notes to such statements, annual reports, independent audit reports and statements submitted periodically to the ISE in sealed envelopes (such reports are posted on the corporate website after they are announced at the ISE)
Annual reports are made available in hard copy in Turkish, and electronically on the corporate website in Turkish and English languages
The corporate website is accessible at (www.pinar.com.tr)
Promulgations and announcements published in the Turkish Trade Registry Gazette and other newspapers such as the call for the general meeting, prospectus, list of authorized signatures etc.
Press statements made via printed and/or visual media
Disclosures made to data dissemination and news agencies like Reuters, Foreks, AP, Bloomberg etc.
Informative face-to-face or teleconference meetings and contacts held with investors and analysts
Communication methods and tools such as telephone, email, mobile phone (wap and similar technologies), facsimile and so on
b-Individuals Authorized to Make Public Disclosure
Press statements to the printed and/or visual media and to data dissemination channels such as Reuters, Foreks, Bloomberg etc. may be given by the Chairperson of the Board, the General Manager, or other officials to be deemed fit thereby.
Forward looking statements are disclosed to public not more than four times a year. In the case of a significant change in the forward looking statements disclosed to public, a disclosure is made without being subject to the limitation of number.
This disclosure may be in the form of a public disclosure of material events, or through activity reports or through presentations for investors, providing that it is further published in PDP.
Pınar Entegre Et Ve Un Sanayii A.Ş. follows-up national media via a media monitoring agency hired for tracking news published about Pınar Entegre Et Ve Un Sanayii A.Ş. and the industry it operates in. Relevant news is reported daily to senior management, Investor Relations Unit and Corporate Communications Department. In addition, news is monitored also via data provider softwares to which to the senior management and Investor Relations Unit have subscriptions.
In the case of news or rumors about Pınar Entegre Et Ve Un Sanayii A.Ş. that may potentially affect the investment decisions or the price, value of the capital markets instruments, appearing in press or any other forms of media for the first time or including information different from the already publicly disclosed information, an announcement is made as to whether this information is correct or sufficient.
As a general policy, Pınar Entegre Et Ve Un Sanayii A.Ş. applies the following principles in evaluating the liability to validate, taking into consideration also the circulation rate and publicity of the media where the news is published.
1) If the news does not have significance in terms of inside information, in principle, no disclosure is made. However Investor Relations Unit and Corporate Communications Department evaluate whether it is appropriate to make an announcement on such a subject, which does not require the issuance of a material event disclosure as per CMB regulations.
2) For inside information;
i. If a material event disclosure or any other means of disclosure in accordance with CMB regulations has already been made about the news, no further action is taken.
ii. In case of inaccurate news that may be regarded as material information or that may potentially affect the investment decisions or the price or value of the capital market instruments, a material event disclosure is made.
3) If the news or rumors contain information on a postponed announcement;
i. If the news contains accurate information on material details of the postponed announcement and is company sourced, the grounds for postponing the announcement is no longer valid and a material event disclosure is made.
ii. If the news contains inaccurate information about the postponed announcement as the confidentiality is still preserved, material event disclosure may not be made. However, if deemed necessary, Pınar Entegre Et Ve Un Sanayii A.Ş. may decide to make a material event disclosure about such unfounded news in order to protect the interests of the shareholders and Pınar Entegre Et Ve Un Sanayii A.Ş.
Material event disclosure that have to be made, are prepared in accordance with Communique II-15.1 of CMB, signed electronically by authorized managers and published in PDP.
In order to ensure the balance between transparency and preservation of the Company’s interests, importance is attached to ensure that all Company employees exercise utmost attention to observe the rules on the use of insider information. Pınar Entegre Et Ve Un Sanayii A.Ş. employees who have inside information, and those with whom they communicate, are informed about their duty to protect the confidentiality of the information, during the establishment of the material and till it is disclosed and sanctions applicable thereof.
All transactions, which will be subject to a Board resolution, will not be publicly disclosed before the relevant Board decision and such transactions will be kept confidential till then.
As a general principle, Pınar Entegre Et Ve Un Sanayii A.Ş. employees and the persons who work in the name or account of Pınar Entegre Et Ve Un Sanayii A.Ş. cannot, by any means, share insider information that is not publicly available with third parties. If it is determined that insider information has unintentionally been shared by these people with third parties, in case it is concluded that the confidentiality of the information cannot be protected within the scope of CMB legislations, a material event disclosure is made.
REMUNERATION POLICY FOR BOARD MEMBERS AND SENIOR MANAGEMENT
This remuneration policy defines the remuneration system and procedure applicable to the Board Members and Senior Managers of the company under the Capital Markets Board regulations.
REMUNERATION POLICY FOR THE MEMBERS OF BOARD OF DIRECTORS
A fixed remuneration is determined for all members of the Board at the Ordinary General Assembly of the Company, upon the suggestions of our shareholders.
In remuneration of the independent board members, stock options or payment plans based on the performance of the company may not be used.
The expenses incurred by the Board Members on account of making contributions to the company (transportation, telephone, insurance etc.) can be compensated by the company.
Based on the Article 27 of Articles of Association and the approval of General Assembly, up to 5% of the distributable profit can be reserved to allowance for the Board Members after primary dividend reserved.
REMUNERATION POLICY FOR SENIOR MANAGEMENT
The remuneration of senior management is determined by taking into account market data, the salary policies prevailing in the market, the size and long-term targets of the Company and the positions of the individuals.
Bonuses for senior management are calculated based on actual corporate performance as well as individual performance.
The criteria applied are summarized below:
Company Performance: The performance of the Company is determined at the end of the year, measuring the financial and operational targets (i.e. market share, exports, productivity ) assigned to the Company. In determination of the Company’s targets, the sustainability of the success and the degree to which it incorporates improvements over previous years are the principles taken into account.
Individual Performance: In the determination of individual performance, along with the targets of the Company, those related to the employee, customer, process, technology and long-term strategy are taken into account. In the measurement of individual performance, is measured based on the principle of long term sustainable improvement in non- financial areas in parallel to corporate performance.
The total remunerations determined by above mentioned principles and paid to Senior Management and Board Members during the year, shall be notified to the shareholders in following General Assembly Meeting in accordance with the applicable legislation.
PROFIT DISTRIBUTION POLICY FOR THE YEAR 2013 AND SUBSEQUENT YEARS
In the decisions regarding profit distribution, our company adheres to the provisions of the Turkish Commercial Code, Capital Market Regulations, Tax Regulations, and other relevant regulations, as well as the article in our articles of association related to profit distribution. In accordance with the Capital Market Board Corporate Governance Principles, a balanced and consistent policy is pursued between shareholders' interests and the Company's interests.
Our company's profit distribution policy considers economic conditions, market expectations, the Company's long-term strategies, long-term investment and financing policies, the Company's financial position, profitability, and cash position. As long as the relevant regulations and financial capabilities allow, the policy aims to distribute a minimum of 20% of the distributable period profit, calculated within the framework of Capital Market Regulations and other related legislation, in the form of cash and/or bonus shares.
Unless otherwise decided at the relevant general assembly meeting where the profit distribution decision is discussed, it is aimed to carry out profit distribution no later than May of the year in which the said general assembly meeting is held. The exact date of profit distribution is determined by the General Assembly. If authorized by the General Assembly, the Board of Directors may decide on the installment distribution of dividends in accordance with Capital Market Regulations.
Our company's Articles of Association allow for the distribution of advance dividends. The Board of Directors, subject to authorization by the General Assembly and compliance with Capital Market Regulations, may decide to distribute advance dividends limited to the relevant accounting period.
In implementing the compensation policy for our company employees, we adhere to the current Labor Law numbered 4857, specifically Article 18, and Article 25/1, 25/3, 25/4, as well as the 14th article of the former Labor Law numbered 1475, which is still in effect. For Severance Pay, the provisions of Article 17 of the Labor Law numbered 4857 are taken into consideration. The Company acts within the framework of good faith rules when implementing this policy.
In determining and implementing the compensation policy for employees covered by the Collective Labor Agreement, the provisions regarding seniority and termination compensation specified in the Collective Labor Agreement are applied.
Our company, as a publicly traded company, is authorized to make donations and distribute profits to individuals or entities other than shareholders in accordance with Article 19, paragraph 5 of Law No. 6362 on the Capital Markets. The limits of donations are determined by the general assembly of the publicly traded company, and the Capital Markets Board is authorized to set an upper limit for donation amounts. Donations made by companies during the relevant fiscal year are added to the distributable profit base.
The 3rd article, paragraph 22 of our company's Articles of Association regarding donations is as follows: "Within the limits drawn by the regulations of the Capital Markets Board on the subject, donations can be made to foundations established for various purposes and individuals or institutions of this kind, and a share can be allocated from the profit for this purpose."
As a company within the Yaşar Group, Pınar Entegre Et Ve Un Sanayii A.Ş. adheres to the Yaşar Group Human Resources Policy outlined below.
Yaşar Group Human Resources Policy