1. STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE
PRINCIPLES
The Company engages in the work required to ensure compliance with the Capital Markets Board Corporate Governance Principles (Principles), as set forth by the Capital Markets Board (CMB). In this respect, at the Extraordinary General Meeting held on October 27, 2009, Articles 4, 7, 9, 10, 14, 15, 22, 23, 24, 25, 27, 29, 30, 31, 32 and Interim Article 1 of the Company’s Articles of Association were amended.
With regards to the financial year, which ended on December 31, 2010, the principles with which full compliance has not been achieved have been reported in detail in Sections I/2.1.1, I/3.1.2 and IV/18.1 of the Report. There is no expectation, however, that non-compliance as above defined will lead to any significant conflict of interest.
Mehmet Alİ Yalçındağ Soner Gedİk
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SECTION I-SHAREHOLDERS
2. SHAREHOLDERS RELATIONS DEPARTMENT
2.1. Matters related to the exercise of shareholder rights are conducted in compliance with the relevant legislation, the Articles of Association and other regulations and all necessary measures are taken to ensure that these rights are duly exercised.
2.1.1. Efforts continue at the Company to establish a Shareholders Relations Department.
Shareholder relations are carried out by the Financial Affairs Group Presidency.
Efforts are paid to use the electronic communication means and our website in performing the necessary operations with regards to the shareholders.
Financial Affairs Manager of the Company, H. Avni Süleymanoğlu and Financial Control Manager M. Önder Akşit are entrusted with this duty.
[email protected] Tel: +90 212 505 63 24
2.1.2. 22% of the shares constituting the Company’s capital are held by Deutsche Bank AG and
41.39% of the shares have been offered to the public via ISE; whereas 5.21% of the shares are publicly floated in the ISE according to CMB regulations, as of December 31, 2010.
2.1.3. No written/verbal complaint was received by the Company in 2010 concerning the exercise
of shareholder rights and to the best of the Company’s knowledge, there has been no official investigation conducted on the Company.
2.1.4. Close to the entirety of Company shares have been registered in the Central Registration
System (MKS). Applications of MKS are monitored within the Company.
3. EXERCISE OF SHAREHOLDERS’ RIGHTS TO BE INFORMED
3.1. No discrimination is made between shareholders in the context of their exercising their rights to obtain and examine information.
3.1.1. All information and documents required for the proper exercise of shareholder rights are
offered for the use of shareholders on the Company website on an equal access basis.
3.1.2. The appointment of a special auditor has not as yet been stipulated as an individual right in
the Articles of Association. This right may be incorporated into the Articles of Association, however, depending upon future developments.
4. INFORMATION ON GENERAL MEETINGS OF SHAREHOLDERS
4.1. Meeting were held during the year 2010.
The list of attendees for the Ordinary General Meeting of Shareholders held on May 10, 2010 is as below:
Shareholder’s First,
Last Name/Title Capital(TL)Amount of Number of Shares Group Representation Signature
Doğan Yayın Holding A.Ş. 60,993,705 60,993,705 In person Aydın Doğan 188,271 188,271 By proxy Işıl Doğan 97,565 97,565 By proxy Arzuhan Yalçındağ 65,044 65,044 By proxy Hanzade V. Doğan Boyner 65,044 65,044 By proxy Vuslat Doğan Sabancı 65,044 65,044 By proxy Y.Begümhan Doğan Faralyalı 65,044 65,044 By proxy Ishares MSCI Turkey İnv 337,553 337,553 In person IBM Savings Plan 105,555 105,555 In person TOTAL 61,982,825 61,982,825
4.1.1. The invitation to the General Meeting of Shareholders and the meeting agenda is announced
to the public by publication in two nationwide newspapers and on www.milliyet.com.tr twenty-one days before the meeting, as set out by the Turkish Commercial Code and Capital Market Legislation. In accordance with the legislation of the Company, the announcements are also made via electronic medium on the corporate website of the Company.
4.1.2 The Company has no registered shares.
4.1.3 There have been no suggestions or questions either expressed by shareholders and/or
recorded in the minutes of the General Meetings in 2010.
4.1.4 The General Meeting exercises the authority vested to it by the Turkish Commercial Code,
Capital Market Law and the applicable legislation and performs its duties accordingly.
Introduction Management Operations
Corporate Governance
DOĞAN GAZETECİLİK 2010 Annual Report 64
>> CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT
4.2. General Meetings are organized in such a way as to provide optimal shareholder participation.
4.2.1. General Meetings are held in a manner that is not conducive to inequality between
shareholders, and at minimum cost and complexity for shareholders.
4.2.2. The venue for General Meetings is conducive to the participation of all shareholders.
4.3. At General Meetings, topics on the agenda are stated in an impartial and detailed, clear and intelligible manner and an environment is created where shareholders can state their views under equal terms; shareholders are given the opportunity to ask questions and pursue a healthy discussion.
4.4. Each Company share comprises one voting right.
4.5. The Company has no regulations concerning postponing a right to vote for a given period after the acquisition of a share.
4.6. The Company Articles of Association does not have an article that prevents a non-shareholder from voting by proxy.
4.7. No cross shareholdings exist in the Company’s capital structure.
5. VOTING RIGHTS AND MINORITY RIGHTS
5.1. The Company avoids applications that make exercising voting rights difficult and provides each shareholder with the opportunity to exercise the right to vote in the most appropriate and convenient manner.
5.2. The Company has no preferred stocks or groups of shares.
6. DIVIDEND DISTRIBUTION POLICY AND TIMING OF DISTRIBUTION
6.1. The Company’s dividend distribution policy has been set forth within the framework of Capital Markets Legislation and the Articles of Association.
6.2. Since a loss for the period in the amount of TL 16,255,344 occurred in the Company’s consolidated financial statement for the accounting period January 1, 2009 - December 31, 2009, which was drawn up in accordance with International Reporting Standards (IFRS), in accordance with the related legislation and decisions of the Capital Market Board (CMB), no profit distribution was made in 2010. It was decided that the profit for the period in the amount of TL 6,447,902 which occurred in the statements kept in accordance with the Turkish Commercial Code and V.U.S. should be set aside as reserve.
6.3. Should a decision be taken to distribute dividends, such dividend distribution shall be performed within the time foreseen by dividend distribution legislation and as soon as possible after the General Meeting.
6.4. According to the Articles of Association, the Board of Directors may distribute dividends in advance, provided it is authorized to do so by the General Meeting of Shareholders and there is compliance with Article 15 of the Capital Markets Law and other Capital Markets Board regulations relating to this matter. The authority granted by the General Meeting to the Board of Directors to distribute dividends in advance is restricted to the year in which the authority is granted. No decision can be taken for an additional dividend advance and/or dividend distribution until the dividend advances paid out in the previous year have been offset.
6.5. The Company’s dividend distribution policy is announced to the public in the Annual Report.
6.6. The Company’s Dividend Distribution policy was revised in keeping with the CMB decision of January 27, 2006, submitted to the General Meeting of Shareholders and announced to the public. Accordingly,
1- In principle, at least 50% of “net distributable period profit” calculated on the basis of financial
statements prepared in accordance with capital markets legislation and International Financial Reporting Standards (IFRS) is to be distributed.
2- Should it be desired that 50-100% of the calculated net distributable period profit be distributed
and in any case, in the determining of dividend distribution rates, the Company’s financial structure and budget shall be taken into consideration.
3- The proposal for dividend distribution shall be disclosed to the public within the legally required
timeframe and in accordance with the Capital Market Legislation and CMB Regulations and Decisions.
4- If the net distributable period profit calculated on the basis of the Company’s stand-alone
financial statement, which has been prepared within the scope of the Turkish Commercial Code and Tax Laws,
a. is less than the amount calculated according to Article 1 the net distributable profit calculated
according to the financial statement prepared within the scope of this Article (Art.4) will be taken into consideration and fully distributed.
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5- Should there be no net distributable period profit on the stand-alone financial statements
drawn up within the scope of the Turkish Commercial Code and Tax Laws, dividends shall not be distributed even though “net distributable period profit” has been calculated on the basis of Capital Markets legislation and in keeping with International Accounting and Reporting Standards.
6- Dividend distribution may not be made should the calculated net distributable period profit
remain below 5% of issued capital.
7- Value-adding investments that require a significant output of Company funds, issues that
would affect the Company’s financial structure, market conditions, uncertainties in the economy and adverse events are factors that are taken into consideration before a decision is made on dividend distribution.
7. TRANSFER OF SHARES
7.1. The Company Articles of Association does not contain any provisions that complicate the free transfer of shares.