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OLMUKSA INTERNATIONAL PAPER-SABANCI AMBALAJ SAN. TÝC. A.Þ.
CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT
1. Corporate Governance Principles Compliance Statement
Olmuksa International Paper Sabancý Ambalaj Sanayi ve Ticaret
A.Þ. (hereinafter referred to as the “Company”) complies the
“Corporate Management Principles” published by the Capital
Markets Board of Turkey (“CMB”).
PART I - SHAREHOLDERS
2. Shareholders Relations Unit
Shareholder Relations Unit was established with the objective to
hold the General Assembly Meetings of Shareholders, to organize
the use of shareholders’ rights and maintain of the minutes
thereof, to represent the Company in front of concerned
establishments and instructions, especially Capital Market Board
and Istanbul Stock Exchange and to meet the information demands
of the shareholders. The Unit follows up the arrangements made
and to be made under Capital Markets Regulation and providing
information to the public under the regulation ranging from
capital increase to maintaining records of the shareholders and
fulfillment of information requests. The personnel of said unit
and their contact information is mentioned below.Within this
period, all questions were answered in an e-mail and phone unit.
Reyhan Altýnay
reyhan.altinay@olmuksa.com.tr
Tel: (212) 385 86 00
Fax: (212) 280 89 71
3. Exercise of the Shareholders’ Right to Obtain Information
Disclosures of special events and periodical financial
statements are announced to the public through Istanbul Public
Disclosure Platform (“PDP”). In addition, the shareholders have
been informed on capital increase and distribution of dividends
upon their requests.
Articles of Association of the Company do not include the right
to request appointment of a special auditor. No demand was
received from the shareholders in 2010.
4. General Assembly Information
During fiscal year, General Assembly of the Company held only
one ordinary meeting which was held on 08.04.2010. Quorum
present at the said meeting was 87.55%. The meeting was notified
to the holders of registered shares by mail; announced on ISE on
March 18; published in Trade Register Gazette on March 23 and
advertised in local newspapers on March 24. All notices and
advertisements mentioned above announced that Company’s annual
report would be ready at the Head of Office 15 days before the
meeting to enable the shareholders to review it. The items of
the agenda were discussed article 3 and article 5 accepted with
majority
vote
and rest of them were unanimously resolved for. Shareholders
used their right to ask questions during the meeting, and their
questions were answered. No suggestion was made to add an item
to the agenda.
Articles of Association do not include any provision for
authorizing General Assembly to take decisions on major
transactions as selling, buying or renting material assets.
Since the Board of Directors represents the will of the General
Assembly, there was no requirement for such a regulation.
Minutes of the General Assembly are presented to the interest of
shareholders by publishing it in the Trade Register Gazette. As
from April
2008, the said minutes has also been announced in
the Company’s web site located at
www.olmuksa.com.tr .
5. Voting Rights and Minority Rights
Articles of Association of the Company do not grant any
privileges on voting rights.
Articles of Association of the Company do not allow cumulative
voting procedure. The method of cumulative voting procedure for
the current partnership structure was excluded on the grounds
that it might disturb the present harmonious management
structure.
6. Dividend Policy
The
Dividend Policy of Olmuksa International Paper-Sabancý Ambalaj
Sanayi ve Ticaret A.Þ is to distribute a minimum of fifty
percent of the distributable profits of the Company to the
shareholders. This policy is reviewed by the Board of Directors
considering the national and global economical conditions ,the
investment projects and financial funds.
7. Transfer of Shares
The Company is managed under the joint management principle.
Transfer of shares among the partners is subject to Article 33
of the Company’s Articles of Association. Transfer of the shares
of other shareholders is not subject to any restriction.
PART II – PUBLIC DISCLOSURE AND TRANSPARENCY
8. Information Policy of the Company
The Company discloses its 1.Half and 2.Half (which requires
independent audit) and 1Q and 3Q (which does not require
independent audit) financial statements and footnotes to the
public through Istanbul Stock Exchange (ISE) and Capital Markets
Board of Turkey (CMB). General Manager and Finance Director are
responsible for disclosures to ISE and CMB. Names and titles of
the authorized personnel were notified to ISE.
9. Disclosures of Special Cases
Thirteen disclosures of special events were made within 2010
under the regulations of CMB and were published in ISE. CMB and
ISE did not demand any further explanation on respective
statements.
Share certificates of the Company are not listed in a foreign
securities exchange.
10. The Company’s Website and Content
The Company keeps a web site, located at
www.olmuksa.com.tr. The web site address is also announced
on letterheads of the Company.
The information to be needed about the company is provided in
details in the web site. Annual Report of the company can be
obtained in hard copy as well as accessible at our web site.
In addition, the information about commercial registry and
registration, shareholder and structure, the preferential
shareholders, disclosures of special cases, the agenda of the
board of directors, minutes of the assembly meetings are
provided in the web site.
CMB's corporate governance principles, section 2 Article 1.11.5
in the information listed at the website given.
11. Disclosure of the Company’s Ultimate Controlling Individual
Shareholder or Shareholders
None of the Company’s partners is an ultimate controlling
individual shareholder.
12. Public Disclosure of the Persons Who Can Have Insider
Information
List of the personnel who can potentially possess insider
information about the Company has been given under the heading
“Members of the Board of Directors and Management Executives “in
the annual report and disclosed to the public through the annual
report.
Personnel of the Company were notified in writing not to
disclose the said insider information to any outsider persons or
businesses. Furthermore, a confidentiality agreement was made
with the personnel of Olmuksa. In this regard, the ethical rules
approved and announced by the Board of Directors, are
applicable.
PART III – STAKEHOLDERS
13. Company Information Policy Regarding Stakeholders
Personnel: Open and honest communication is supported among all
employees of Olmuksa. Written, oral and electronic communication
platforms were set up to enable the personnel of Olmuksa to
share information.
Communication channels are as follows: top management meetings,
department meetings, information sharing meetings, e-mail
system, notice boards, personnel satisfaction questionnaire,
personnel manual, company bulletin, open door policy, etc.
Customers: Information about the products and services supplied
by the Company (i.e. offers, quotations, quality report, etc.)
is sent to customers upon their demand. In case of customer
complains of a product or service, it will be settled pursuant
to the ISO 9001 rules and through the relevant procedures.
Suppliers: Goods and services are purchased from suppliers with
or without a contract in accordance with the relevant
specifications of the Company and with the applicable laws (i.e.
Social Security, Taxation, Safety regulations). Meetings are
held with suppliers for goods and services purchased at regular
intervals to inform the relevant policies and procedures of
Olmuksa and to enter into annual contracts with suppliers. The
said contracts are executed in such a manner to protect the
rights and interests of both Olmuksa and suppliers.
In case a dispute arises in connection with such contract, it is
settled pursuant to the Company’s procedures developed in
accordance with the ISO 9001. Approved suppliers are included in
the List of Approved Suppliers, and assessed and inspected at
regular intervals.
None of the members of the Board of Directors are paid by the
Company. The Company did not lend money, issue loan, extend the
terms of existing loans and credits, improve the conditions of
thereof, issue loan through a third person or provide any
warranties to a member of the Board in 2010.
14. Stakeholders’ Participation in the Company Management
Data collected about the personnel through the rewarding system
for new ideas , information sharing meetings and personnel
satisfaction questionnaire is reviewed at meetings held by the
Executive Management.
Data collected about the customers through customer satisfaction
questionnaire and field surveys is reviewed at meetings held by
the Executive Management.
Approved suppliers’ assessments made according to the “Goods and
Services Purchasing Procedure”, along with the data collected
about them through field surveys are reviewed at meetings held
by the Executive Management.
15. Company Policy on Human Resources
Policies have been developed on Human Resources, Quality,
Environment and Occupational Health and Safety in accordance
with the Company’s mission and have been shared with all the
employees of the Company. Principles, beliefs and values of the
Company have been determined and shared with all the employees
of the Company.
“Open Door Policy” is applied for communication with the
employees, so that no representatives are assigned.
Under this policy, which is a part of the Company’s culture,
each and every personnel is allowed to discuss with the
management, including General Manager. No complain about
discrimination has been submitted by the employees.
The personnel are divided into two groups as Operational
Personnel and Office Personnel. All personnel are employed under
the monthly salary basis.
16. Information about the Relations with Customers and Suppliers
Sales representatives visit the customers at regular intervals,
and then the results of the said visits are discussed at
regional level. Data collected through regular customer
satisfaction surveys are used as a basis to develop and
implement improvement plans. A Sales and Marketing Meeting is
held once a year to gather all sales and marketing teams, to
determine the customers’ needs and expectations, and to develop
the necessary improvement plans. Problems reported by customers
at after-sale stage are assessed and solved by applying the
“Customer and Supplier Complaint Procedure”. Applied under the
Quality Management System, the said procedure defines the
measures to be taken to ensure customer and supplier
satisfaction.
17. Social Responsibility
Olmuksa Social Responsibility activities are carried out by
“Olmuksa Voluntary Organization”. Olmuksa Voluntary Organization
that carries out its activities in the coordination of Human
Resources reporting to the General Manager is composed of
Olmuksa Voluntary Mission and Voluntary Missions.
The Environmental and Occupational Health and Safety Policy of
Olmuksa:
Manufacturing our products in a healthy and safe work
environment means using the natural resources wisely and
continuously improving our performance regarding the
environmental protection.
All our desire and commitment is to improve the circumstances
which may cause accidents and
probable
negative environmental effects. We adopt the principles below in
all of our production processes in our paper and box factories
for achieving these targets
·
To remove or to minimize the negative effects of the activities
on human health, to inform all of our suppliers about the
concerns of our policy and to help them improve themselves in
these issues in accordance with all the laws and regulations
regarding the worker health, work safety and environmental
protection, the expectations of our customers and the other
rules that our company accepted.
·
To minimize the material, energy and water consumption by
following the appropriate procedures and to provide recycling in
order to decrease our wastes and contribute to the protection of
natural resources.
·
To use the best possible technology for a safe and
environmentally-conscious production.
·
To help all the employees comprehend their environmental and
safety responsibilities and fulfill this as a part of their
contracts.
As a result of the audits that were carried out by BSI, our
company became entitled to take the certificates of ISO
14001:2004 Environmental Management System and BS OHSAS
18001:2007 Occupational Health and Safety Management System.
Çorum Factory is the only facility that has the
TS 16949 certification.
Our company’s actions with the slogan of “for a habitable
future” are collected under Sustainability Policy.
PART IV – BOARD OF
DIRECTORS
18. Structure and
Formation of the Board of Directors and Independent Members
Members of the Board Of Directors:
Mehmet Göçmen
Chairman, Non-Executive
Greg C. Gibson
Vice Chairman, Non-Executive
Oliver Taudien
Member, Non-Executive
Levent Demirað
Member, Non-Executive
Hakan Akbaþ
Member, Non-Executive
Vincent Bonnot
Member, Non-Executive
None of the members of the Board of Directors is independent.
This issue will be reviewed in the future.
General Assembly has authorized the members of the Board of
Directors to perform the activities and transactions described
in Sections 334 and 335 of the Turkish Commercial Law.
19. Requirements for the Members of the Board of Directors
Members of the Board of Directors comply with the qualifications
described in paragraphs 3.1.1, 3.1.2 and 3.1.5 of Part 4 of the
Corporate Management Principles; the Company’s Articles of
Association do not contain any rules on this issue.
20. Mission, Vision and Strategic Targets of the Company
Vision and mission of the company was determined, and was
announced to the public through the annual reports.
Our Vision:
Innovative solutions dreams into reality, developing new markets
and by providing continuous satisfaction to be the most
preferred company.
Our mission:
"We want to be perceived as:
A reliable and competitive business partner, demonstrating
continuous improvement in delivering high quality products on
time, by our customers.
As a leader of the sector, aware of its responsibilities,
continuously improving its performance and renewing its assets
by her own funds; paying dividends in acceptable ranges to our
shareholders.
A reliable, open, fair and good performing company, enhancing
team work, giving importance to recognition, individual
expectations and skills, by our employees."
Three-year operating plans
are developed in accordance with the strategies determined and
approved by the Board of Directors. At the end of each quarter,
the said plans are compared and analyzed with the actual
performance, and the results are reported to the members of the
Board of Directors.
21. Risk Management and Internal Control System
Internal Control System and Risk Management are at the disposal
of Company Management. Internal Audit Department is providing
assurance and consultancy service to the management in and
matters reporting directly to General Manager and the Auditing
Committee.
As a result of Internal Audit activities, management of the
audited unit evaluates risks that may occur in achieving company
targets and the internal control system established to take
these risks under control and shares evaluation results and (if
any) action plans aiming to reduce risks in audit reports that
are presented to the General Manager and Auditing Committee.
Internal Audit Department regularly reviews company risk
management and internal control system in the framework of
risk-based audit plan in order to achieve the following targets:
• Compliance with legal regulations, contracts and
company processes
• Prevention of errors and irregularities
• Establishment of an efficient internal control
system
• Safeguarding of assets
• Efficient and effective operations
• Accuracy and completeness of financial and
operational information
• Compliance with Corporate Management principles
• Compliance with ethical values
• Efficiency in risk management
The company identifies the opportunities and threats to reach
the company targets and specifies the preventions, perform risk
analysis and reports them to the Top Management.Risk Management
Committee meetings are held periodically to develop risk
management substructure and increase the effectiveness of risk
analysis.
22. Duties and Responsibilities of the Board of Directors and
Executives
Duties of the members of the Board of Directors have been
defined in the Articles of Association. Authority and
responsibility for the management executives have not been
specifically defined in the Articles of Association, but defined
in the signature authorization document issued by the Board of
Directors to the management executives.
23. Principles of the Activities of the Board of Directors
Board of Directors of the Company held 20 meetings within 2010,
four of which were face-to-face meetings, the remaining sixteen
were held by obtaining written approvals from the members in
accordance with the Turkish Commercial Law and the Articles of
Association. Agenda of each Board of Directors meeting is
prepared by the Chairman of the Board in consultation with the
members.
In order to ensure the members to have sufficient time to review
and to be prepared for the issues set forth in each meeting
agenda, Secretary of the Board of Directors distributes written
copies of the agenda to the members one week before the meeting.
All members of the Board of Directors were ensured to attend the
meetings where any of the issues defined in paragraph 2.17.4 of
the Corporate Management Principles published by CMB were
discussed, except for the ones who were absent due to an
acceptable excuse. None of the members present at the said
meetings asked any questions, so that no questions were recorded
in the meeting minutes. Members of the Board of Directors were
entitled neither to cast weighted votes nor to veto resolutions
passed on the above mentioned issues.
24. Principles of the Activities of the Board of Directors
None of the members of the Board of Directors made business as
an individual with the Company or competed as an individual with
the Company in the same business field.
25. Ethical Rules
Board of Directors determined a number of ethical rules,
approved them, and notified them to all employees of the
Company. All employees of the company signed the declaration of
ethical rules and are trained about ethical rules every year.
26. Number, Structure and Independence of Committees Established
by the Board of Directors
Since the Board of Directors of the Company personally deals
with corporate management principles and compliance to them,
establishing a separate committee is not found necessary.
Since the Board of Directors does not have any independent
member, the Chairman of Auditing Committee has not been elected
among independent members.
Any member of the Board of Directors may take place in several
committees.
Members of the Auditing Committee are composed of two members of
the Board of Directors who do not play a role in execution. The
committee that is responsible for audit convened four times in
2010 and no conflict of interest occurred in works carried out
by the Committee.
Committee Members Responsible for Audit:
Hakan Akbaþ, Member of the Board of Directors (*)
Oliver Taudien, Member of the Board of Directors (*)
(*): Levent Demirað and Vincent Bonnot, who are members of
Administrative Council, were elected for the membership position
that was vacant due to resignations of Hakan Akbaþ and Oliver
Taudien, who were Committee Members responsible for audit on
February 28th, 2011.
27. Remuneration of the Board of Directors
None of the members of the Board of Directors are paid by the
Company. The Company is not entitled in any way to lend money,
to extend any credits, to prolong the terms of existing loans
and credits, to improve the conditions of thereof, and to extend
credit under the name of any personal credit means through a
third person or to provide warranties to a member of the Board
in 2010.
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