13. Disclosure to Stakeholders
Third parties directly involved with Arçelik A.Ş. are the company's stakeholders. The company advises its stakeholders on matters of interest through meetings or via communication channels. Fully aware of the long-term benefits associated with stakeholders, the company respects and protects their rights established by legislation, mutual agreements, and charters. The company's corporategovernance structure allows all stakeholders, including employees and representatives, to express their concerns regarding illegal or unethical practices. A network of nearly 3,600 dealers constitutes a major stakeholder group directly connected to the company. Arçelik holds regular Authorized Dealers Meetings throughout the year to keep dealers up to date on policies, targets and economic developments as well as to foster a more advantageous system by listening to their concerns. Besides, there are approximately 3500 suppliers in direct business relation with the Company. The company also shares financial results of the previous year and Arçelik strategies, policies, targets and expectations for the current year with its suppliers through meetings, visits, inspections, and the supply portal. Employee relations under collective bargaining is managed through union representatives.
——— What are your thoughts on Omron’s future sys- tem of corporategovernance?
Omron’s founder used to be the heart and unifying force of the Company, and the role was subsequently taken over by his family. However, in fiscal 2003 a person not related to the Tateisi family was appointed president for the first time. This was followed by the gradual devolution of author- ity and rapid globalization of the Company. As a result, overseas employees came to comprise two-thirds of Omron’s total workforce. These changes have contributed to a diversification in values within the Omron Group. Amid such transformation, Yoshio Tateisi, who is Representative Director and Chairman, declared on May 10, 2006 (on the occasion of the Company’s anniversary) that in order to establish steadfast corporategovernance, “Omron’s heart and unifying force should be transferred from its founder and founding family to the Omron Principles.” Since then, we have endeavored to enhance corporategovernance with the Omron Principles as the heart and unifying force of the Omron Group.
grade has been reconfirmed as 96.98.
The CorporateGovernance Principles describe the Stakeholders as an individual, organization or interest group as employees, creditors, customers, suppliers, trade unions, various non-governmental organizations having an interest in attainment of company’s objectives or in its operations. It has been concluded that the company respects the stakeholders’ rights, specified in regulations and mutual contracts. The impression is that in case of lack of any regulation, the company respects stakeholders’ rights within goodwill rules and its means, taking company’s reputation into consideration. It has also been observed that many internal regulations were prepared to this end.
3.1. Keeping Stakeholders Informed
Doğuş Otomotiv Group stakeholders, namely the customers, shareholders, employees, suppliers, government and social milieu, are informed on topics that are of relevance to them. The process of informing comprises presenting disclosures of material events made to the ISE, the minutes of General Assemblies, reports of independent auditors and financial statements, presentations made to individual and corporate investors, reports drawn up about the Company by third parties and Corporate Responsibility Reports, through press releases and publishing them on our website. The evaluation of company procedures as the instruments of daily workflow, which have been developed through consideration of all functional departments’ and brands’ opinions by way of Process Management, is one of our regular activities. In accordance with this aim, employees are informed of company-related issues via the intranet specifically designed for them. Moreover, with the management information meetings held regularly, key points regarding the achievements, strategies and targets are underlined. A transparent roadmap of the Company is shared with the employees in these meetings. In addition, queries or requests received by phone are taken into consideration promptly and relevant information is provided accordingly.
The report is commissioned by the Confederation of Swedish Enterprise and the Swedish Risk Management and Security organization, NSD, and written by Dr.
Christer Magnusson. It is based on a research project at SecLab at the
Department of Computer and Systems Sciences at Stockholm University and the Royal Institute of Technology. The report gives us the opportunity to take part in the development in CorporateGovernance and IT security. NSD’s reference group for the project has contributed with their valuable experience. It consisted of Ms. Ingrid Mogensén, CISO of Electrolux, Mr. Magnus Ek, CSO of the Vattenfall Group, Colonel Hans Dahlqvist, Rote Consult, and Mr. Tommy Svensson, Head of Security at the Confederation of Swedish Enterprise and the Executive secretary at the Swedish Risk Management and Security organization, NSD.
Since the beginning of her professional life Arzuhan Doğan Yalçındağ has been involved in initiating new projects. In 1990 while working with Milpa brought German mail order company Quelle to Turkey and headed the company until 1993. In 1994 she took part in the establishment of Alternatifbank and served as a board member. A year later she became the CFO of Milliyet Magazine Group. She joined Kanal D in 1996 and was in charge of various departments. One of her major accomplishments was launching of CNN Turk in 2000 which was the result of the negotiations she initiated in 1999 Time Warner Group. In 2005, she became CEO of Doğan TV Holding, parent company of Kanal D, CNN Turk, DMC, D Production, DSmart satellite platform and radios. While at this post, in 2007 she was elected as the first female chairperson of the country’s leading business organization, TUSIAD - Turkish Industrialists’ and Businessmen’s Association in the organization’s 40 year- history. She kept this position until 2010, and then moved to become a member of the TUSIAD’s Council of Presidents. After leaving the chair of TUSIAD, she took over the chair of Dogan Holding from her father, founder of the company, started the era of second generation. She was one of the founding members of Aydın Doğan Foundation in 1996 served on its board until today, and as the chairperson between 2011 and 2012. Then Foreign Minister, now President H.E. Abdullah Gül appointed her as a goodwill ambassador of Turkey to EU and with this capacity Arzuhan Doğan Yalçındağ launched “Women’s Initiative for Turkey in the EU”. As she was selected a Young Global Leader by the World Economic Forum in 2005, she was among the founding members of Women Entrepreneurs Association of Turkey (KAGIDER). She also served on the board of the Turkish Education Volunteers Foundation (TEGV) between 2002-2006. She also was a founder of the Turkish-American Businessmen Association (TABA) in 1987 and served as a board member. She was one of the founders of the Turkish Third Sector Foundation. She is a founder and a board member of Istanbul Modern Art Museum since January 2004. She is also on the International Advisory Council of Paley Media Center in New York and Expo 2015 Milano. She was awarded the title of Commander of Italy’s Star Order (Commendatore dell’Ordine della Stella d’Italia) in 2009. She is also a World Economic Forum’s Industry Partner of Media, Entertainment and Information (MEI) Industry
In addition to the statutorily required Mediation Committee, the Supervisory Board has also set up an Audit Committee. This committee deals in particular with issues relating to financial reporting, the internal control system, the risk management system, internal audit arrangements, compliance, auditor independence, the engagement of the external auditor, compliance with the audit engagement, the determination of specific areas of audit emphasis and the fee agreement with the auditor. The Chairman of the Audit Committee is required to have specific know-how and experience in applying financial reporting standards and internal control procedures. He/she is independent and may not be a former member of the Board of Management of the Company, whose appointment ended less than two years ago.
Further, the Board has delegated the review of risk management, audit and compliance matters to the ARC Committee. As noted above, the ARC Committee has at least three members;
consists only of non-executive directors; consists of a majority of independent directors; and is chaired by an independent Chair, who is not Chairman of the Board. The ARC Committee Charter has a section dealing with the monitoring and management of business, operational and ﬁ nancial risks, and the Company’s ongoing risk management program. This is designed to ensure the adequacy and eff ectiveness of reporting and control systems, policies and guidelines, including the Company’s business continuity plans and information systems, the Company’s main corporategovernance practices and the Company’s legal, regulatory and ethical compliance programs and to ensure accountability at an executive level for risk oversight and management.
ATP’s risk management in connection with financial reporting is based on the internal control system and includes clearly de- fined organisational areas of responsibility, requirements for business processes, approval procedures and reporting require- ments in connection with the financial reporting process.
The most significant elements in ATP’s financial reporting are the calculation of pension provisions and the calculation of fi- nancial assets and financial liabilities. These items and their calculation are considered to be the key elements in the financial reporting process. Other major focus areas in the financial reporting process are compliance with accounting legislation, cal- culation of items subject to estimates, unusual transactions and completeness of information.
CorporateCompliance Division works under the Board of Directors through the Audit Committee on issues regarding the regulation and compliance and along with prevention of laundering of criminal proceeds and finance of terror. The basic objective of the corporatecompliance practices is to make the maximum contribution to ensure that the compliance risk at the Bank is managed effectively and as targeted, thus kept under control and within this framework, the structure and implementation of the Bank’s operations are carried out constantly in accordance with the rules, regulations and standards. In addition, the CorporateCompliance Division, which is also responsible for the coordination of duties and activities related with compliance and compliance risk, has a mutual communication and cooperation with other related Divisions and employees.
Investor Relations Unit
Name, Surname E-mail address Phone Number Gülsevin T. YILMAZ firstname.lastname@example.org +90 212 339 73 23 Feride TELCİ email@example.com +90 212 339 76 88 Ersin Efe MERİÇ firstname.lastname@example.org +90 212 339 71 90 Tunç TATLICI email@example.com +90 212 339 70 23 3. Exercise of Shareholders’ Right to Obtain Information Yapı Kredi continuously communicates with shareholders through telephone, e-mail, internet, press releases as well as one-on-one and group meetings.
h) reporting to the Board, at least every six months, when approving the annual and interim financial report on the business carried out and the fitness of the internal control and risk management system.
The Control and Risks Committee has appropriate instruments and flows of information to enable it to carry out its duties. These are mostly provided by the Company's Audit, Compliance and Risk Management Departments and enable the Committee to carry out the checks entrusted to it. The Control and Risks Committee may also:
Volkswagen AG will instead be subject to a mandatory participation requirement in the future.
In deciding who should be appointed to a specific Board of Management position, the Supervisory Board takes into account the interests of the Company and all the circum- stances of the specific case. In taking this decision and in long-term succession planning, the Supervisory Board orients itself on the diversity concept. The Supervisory Board is of the view that the diversity concept is reflected by the current composition of the Board of Management. The members of the Board of Management have many years of professional experience, particularly in an international context, and cover a broad spectrum of educational and professional backgrounds. The Board of Management col- lectively has excellent technical expertise and many years of collective experience in research and development, pro- duction, sales, finance and human resources management, as well as law and compliance. In addition, the Board of Man- agement has a sufficient mix of ages that corresponds to the requirements set by the Supervisory Board; the gender balance also meets the requirements set by the Supervisory Board up to now and the future legal requirements (see “Dis- closures required by the Führungspositionen-Gesetz”).
the Group’s Management Committee comprises the Ceo, the executive vice presi- dents, other directors of the divisions, the development director for the Group’s interna- tional operations, as well as the director of legal affairs, who acts as secretary to the Management Committee. Headed by the Ceo, the Management Committee is respon- sible for directing line operations and for preparing strategic and financial plans.
2 Superior liquidity position despite headwinds
Following the imposition of capital controls and the gradual restoration of confidence, group deposits remained relatively stable qoq at €55.8bn in Q3, after dropping by 7.8% qoq the previous quarter. This mainly reflects the domestic deposit inflows of €0.3bn against extended outflows totaling €10.6bn in the past three quarters. In Turkey, deposits grew by 10.8% qoq on a constant exchange rate basis, while SE Europe and other counties’ deposits were up 1% qoq.
Mandatory compliance disclosure would focus on structural details, such as how compliance is organized, what its relationship is with business units, and other control functions such as risk and internal audit, which risks are allocated to compliance and how compliance assigns personnel and technological resources to man- age those risks, whether and how compliance is involved in strategic business decisions, the authority and expectations of compliance officers in the event of conflict, how escalation and reporting struc- tures work, and whether and to what degree compliance influences executive compensation. These program details could be categorized and compared according to indicators of effectiveness, such as reported incidents of misconduct, government investigations, and sanctions paid. Alternatively or in addition, companies could be required to disclose standardized data on the performance of their own programs, allowing quantitative metrics to be compared more directly across a set of firms. 293 Currently no company voluntarily
More than 4 thousand SME representatives and other interested parties attended the training conferences organized in 15 provinces as part of Halkbank’s SME Transformation Project. The Bank provided complimentary consultancy services on the subjects of making their enterprises compliant with laws and regulations, establishment and certification of the ISO 14001 Environmental Management System and the OHSAS 18001 Occupational Health and Safety Management System, and energy efficiency to the SMEs requesting this service after attending the conference that presented detailed information on corporate social responsibility, the environment, occupational health and safety and energy efficiency. One-day complimentary training and consulting activities covering the subjects of the environment and occupational health and safety were conducted in the offices of 139 companies and 2,475 employees of these companies received certifications at the conclusion of the free training sessions.
Accordingly, a fair and transparent pricing methodology that is in compliance with the bank’s ethical values and internal regulations is implemented. Moreover, incentive programs that are focused on individual and institutional targets without taking excessive risk are created and are encouraged. In 2013, The Bank’s personnel received a cash bonus of around 2 salaries per employee as part of the performance-based remuneration scheme. Various benefits that will improve the living standards and increase labor productivity of the employees, such as health insurance, annual leave, transportation, food, telecommunication aid and other employee support services are provided with consideration of market conditions.
1. Declaration of Compliance with the Principles of CorporateGovernance.
In 2011, all necessary attention was paid to each of the following matters, including those arrangements that are not required to be complied with given the listing under the heading 'CorporateGovernance Principles' as published by the company in 2005, after revision, and explained in the details below. Moreover, the preliminary work towards harmonization was started at the same time, pursuant to the “Communique on the Determination and Implementation of the Principles of Corporate Management”, Serial No. IV 56 published by SPK in the Official Gazette No. 28158 dated 30 December 2011. The work ensuring compliance with all necessary restrictions listed in the abovementioned Communique are still ongoing and will be completed withing the periods mentioned in the relevant Communique and SPK notifications.