I. PURPOSE
It has been espoused as a principle to make sure that all our stakeholders, i.e. our shareholders, investors, employees, various business partners such as agencies and reinsurers, and public agencies, have access to information in a complete, equal, fair, timely, accurate and intelligible manner. To this end, a Disclosure Policy is devised to determine the methods and tools to present Companyrelated information in written and verbal form within the framework of the CMB’s Capital Market Law(CMB/Board), section two, and the Communique on Material Events Disclosure Serial: II-15.1, Article 17, in accordance with the Corporate Governance Principles.
II. RESPONSIBILITY
The Disclosure Policy is enforced upon approval by the Board of Directors, presented for the approval of the General Assembly, and publicly disclosed. The Board of Directors is authorized to modify the text of the Policy, and revisions to be made are presented for the approval of the General Assembly, and publicly disclosed.
Board of Directors; The Audit Committee handle this responsibility in coordination with the Corporate Governance Committee and the managers responsible for independent audit reporting.
The Audit Committee presents its assessment regarding the conformity of the annual and interim financial statements to be disclosed with the accounting principles pursued by the Company, their accuracy and truthfulness, together with the opinions of the managers responsible for the Company’s independent audit reporting and independent auditors to the Board of Directors in writing.
The Corporate Governance Committee oversees activities associated with the Company’s transparency and keeping the public and investors informed, ensuring compliance with corporate governance principles, as well as many other activities. The Corporate Governance Committee reviews the Company’s annual report, Corporate Governance Compliance Report and the Company website, and verifies the accuracy and consistency of the information therein. The Committee devises suggestions for ensuring that disclosures to the public and analyst presentations are made within the framework of the Capital Market Legislation and in accordance with the Company’s Disclosure Policy. It evaluates the adequacy of the Disclosure Policy, guarantees that it is maintained up-to-date and revised as necessary.
Financial Management Assistant General Manager and Investor Relations Directorate are responsible for implementing the Disclosure Policy. All matters regarding public disclosure are handled under the responsibility of the Investor Relations Directorate in coordination with the Financial Management Assistant General Management and the Corporate Communications and Brand Management Directorate.
III. DISCLOSURE TOOLS AND METHODS
Various disclosure tools are utilized in the public disclosure of information, events and developments that are of a nature to affect the values and prices of capital market instruments and investors’ investment decisions with the aim of informing the investors timely, completely and accurately, and ensuring the operation of the capital market within a reliable, transparent, efficient, consistent, fair and competitive environment.
Disclosure tools include material event disclosures, corporate action notifications, Central Securities Depository of Turkey (MKK) E-Company Platform, Electronic General Meeting System, financial reports, the Company’s website, investor presentations, meetings and teleconferences, press releases, bulletins and conferences, promulgations in the Trade Registry Gazette, and communication by the Investor Relations Unit, and social network posts. Disclosure tools and methods are described in detail below.
a. Material Event Disclosures
One of the Company’s most important obligations related to the protection of the rights of shareholders of publicly-held companies is to protect shareholders’ right to information, as a pivotal element of the Corporate Governance Principles. When an event or development with the potential to cause a change in the market capitalization of the Company’s stock or to influence investors’ investment decisions, or when such an information is obtained, a public disclosure about the specific material event needs to be made to the BIST and the CMB in keeping with the principle of informing the investors in particular and the public in a timely, adequately and continuous manner.
In case of material events and developments with a potential impact on the values of capital market instruments traded on stock exchange and on investors’ investment decisions or exercising of their rights, the Company carries out its public disclosures in accordance with the Communique on Material Events Disclosure (II-15.1).
Material event disclosures are prepared by the Investor Relations Directorate, signed electronically, sent to the Public Disclosure Platform (KAP) and thus publicly disclosed. Material event disclosures are posted on the Company website (www. turkiyesigorta.com.tr) within two business days following the date of public disclosure the latest, and are kept available on the website for 5 years.
b. Corporate Action Notifications
Numerous procedures and transactions such as dividend distribution, coupon payments, redemptions, capital increases/decreases, squeeze-outs, mergers and demergers, general meetings and so on are carried out electronically via applications developed by the MKK. When the latest notification sent in relation to the process available on the KAP website is opened, all information presented to the KAP until the current phase of the process can be viewed. The same is also made available on the Company website.
c. MKK E-Company Platform
Information Society Services tab under the Legal Information section on the Company website gives access to Company information on the companies information portal (e-Company) of the of Turkey MKK. Accessible by all stakeholders, the information on the said portal are kept up-to-date by the Investor Relations Unit.
d. Electronic General Meeting System (e-GEM)
General Assembly Meetings are held at the Company’s Head Office building and in a location that will allow participation of all shareholders, and is also held electronically simultaneously via the Electronic General Meeting System (e-GEM). General Assembly Meeting announcement, agenda items and informative notes are uploaded to the e-GEM
The meeting starts simultaneously in the physical environment and on the electronic environment, agenda items are read and put to the vote simultaneously. Following the General Assembly Meeting, the meeting minutes and the list of attendants are also notified through e-GEM.
e. Company Website and Investor Relations Unit
The Company’s website at the address www. turkiyesigorta.com.tr is designed according to the requirements in the CMB’s Corporate Governance Principles, providing all necessary information in full in Turkish and in part in English, serving as a communication channel that can be used for shareholders, investors, research analysts of intermediary institutions and other stakeholders. The website is actively used for information provision and public disclosures. Care is taken to keep the website up-to-date at all times.
The corporate website features the sections “About Us”, “Investor Relations”, “Human Resources” “Sustainability”, “Disclosure” and “Help Center” sections, “Our Products” include “Participation Insurance” and “Online Services” insurance areas and online services sections.
“About Us” section includes general information about the Company, Company vision, mission and values, Board of Directors and Senior Management resumes, while commercials, radio spots and campaign announcements, where as Human Resources section includes, employee profiles, human resources practices and career opportunities, in the Communication section, there are customer contact information, Head Office, Regional Sales Offices, agency, contact information and contracted institutions and application forms.
“Investor Relations” section includes the shareholding structure, trade registry information, information about subsidiaries, articles of association and the numbers and dates of trade registry gazettes in which amendments to the articles of association were promulgated, Corporate Governance Compliance Report, information about the Board of Directors Committees and their members, and various policies. In addition, last five years’ material event disclosures, annual reports, financial statements and footnotes, independent audit reports, General Assembly information (agenda, meeting announcement, power of attorney sample, list of attendants, meeting minutes and briefing notes) can also be found in this section.
The e-mail address for investor communications to which investors can direct all kinds of queries and feedbacks is investor.relations@turkiyesigorta.com.tr and it is stated under the tab “Investor Relations Contact”.
Moreover, for foreign investors’ access into Company information, the website in English is prepared and it provides a general overview of the Company’s shareholding structure, information about the Board of Directors and Senior Management, last five years’ financial statements and annual reports, Corporate Governance Compliance Report, information about the insurance industry, and sustainability activities.
f. Financial Reports (Reports covering Financial Statements, Footnotes, Board of Directors’ Activity Reports and Declarations of Liability)
Quarterly financial reports that are drawn up in accordance with the legislation published by T.R. Ministry of Treasury and Finance and the Capital Markets Board of Turkey (CMB), incorporating the statements of responsibility and compliance opinion by the Audit Committee Members and the General Manager or the Company’s managers responsible for financial reporting, are submitted for the approval of the Board of Directors. KAP disclosure is made for financial reports once they are approved by the Board of Directors. Financial reports for the last five years are posted on the Company website. Semi-annual and year-end independent audit reports are also posted on KAP and the Company website.
Information requested by the Insurance Association of Turkey, Insurance Information Center and other governmental institutions and reinsurers and Company shareholders are prepared by the related units and submitted to inquirer.
The annual report is prepared in accordance with the Turkish Commercial Code and Insurance and CMB legislation, and upon approval of the Board of Directors, it is made available for review by shareholders and published on KAP and the Company website at least 3 weeks in advance of the General Assembly meeting. The annual report is also submitted in hard copy to the T.R. Ministry of Treasury and Finance after the General Assembly.
g. Investor Relation Unit Contact, Queries Received by Phone/E-mail, Roadshows, Investor Teleconferences and Presentations
Fulfillment of potential shareholders’ and investors’ right to information and responding to their queries are among the duties of the Investor Relations Unit.
Unless specifically assigned to do so, Türkiye Sigorta employees are not allowed to respond to the queries received. Everyday questions, written and verbal queries for information from individual investors or intermediary institutions are first evaluated by the Investor Relations Unit to determine whether the query is a trade secret and/or is of the nature to influence investment decisions and the values of capital market instruments, and then responded to. Any questions received from stakeholders by e-mail, letter or over the phone are answered within the Company as soon as possible by ensuring the necessary coordination for the responsible persons to respond according to the subject of the question.
In response to meeting demands from investors, investment analysts or research departments and shareholders, a meeting is arranged with the officer at the suitable level and at the earliest convenience. Investor presentations are also posted on the Company website.
h. Press Releases, Bulletins and Conferences
In order to provide information to the public about the developments about the Company, operating results, targets and performance, and the developments in the sector, press bulletins or press conferences can be used in addition to KAP Material Event Disclosures. The Chairman of the Board and the General Manager or other officers to be designated thereby are responsible for press bulletins, press releases and press conferences given/ made to/with the printed, visual and digital media.
Dealings with the press and social network posts are handled by the Corporate Communications and Brand Management Directorate. A copy of every press bulletin released is made available on the website in an up-to-date manner.
News about the Company covered in the printed or broadcast media are followed up via a media monitoring agency. In case of a nonfactual news about the Company, the situation is tackled by the Corporate Communications and Brand Management Directorate and the Investor Relations Unit. Relevant notifications are made via KAP following clarification demand by Borsa İstanbul or the CMB, or without waiting for such demand.
i. Promulgations in the Turkish Trade Registry Gazette
Registration of General Assembly meeting announcements and meeting agenda, meeting outcomes, decisions to increase the Company capital and all sorts of amendments to the articles of association at the Trade Registry and their promulgation in the Trade Registry Gazette are carried out in accordance with the provisions of the Turkish Commercial Code and other applicable legislation, upon the permission to be obtained therefor from the CMB, T.R. Ministry of Treasury and Finance, and T.R. Ministry of Trade.
j. Other Notifications
Notifications other than those mentioned above are publicly disclosed after being signed within the scope of the authorizations set out in the Company’s list of authorized signatures.
IV. DETERMINATION OF INDIVIDUALS WITH ADMINISTRATIVE RESPONSIBILITY
Individuals with administrative responsibility are the Board of Directors members, or those having direct or indirect regular access to the Company’s inside information and having the power to make the administrative decisions that affect the Company’s future performance and commercial targets, although not being a Board member. Under the provisions of the Capital Market, individuals with administrative responsibility are deemed as individuals with access to inside information. Individuals with administrative responsibility at our Company are the members of the Board of Directors, General Manager and Assistant General Managers and Head of Internal Systems.
All dealings concerning the shares representing the capital and other capital market instruments based on these shares carried out by the Individuals with administrative responsibility and individuals closely related to them, and by the real or legal person principal shareholder of the issuer are publicly disclosed by the party carrying out the dealing in accordance with the Capital Market provisions.
V. MAINTAINING THE CONFIDENTIALITY OF INSIDE INFORMATION
Individuals named in the list of insiders are informed in writing or verbally that they must keep the inside information that has not yet been disclosed in confidence, they must not use the same to derive benefits for self and/or third parties, and must not disclose the same to third parties without authorization.
Information to be publicly disclosed are not made available to certain investors or related parties prior to the disclosure, save for institutions that have access to confidential information about the Company by virtue of the services they provide. In such a case, those accessing information maintain the information in question in confidence in keeping with the trade secret principle and ethical rules; in addition, confidentiality article is incorporated in contracts made.
Company employees may not share undisclosed information, which can be considered in the nature of a material event, with third parties. If it is established that the inside information has been disclosed to third parties unintentionally, a material event disclosure is made forthwith if it is concluded that the confidentiality of the information cannot be ensured, under the CMB regulations.
In order to preclude any harm to the Company’s legitimate interests, to not mislead investors, public disclosure of inside information can be postponed with the permission of the Board of Directors, under Article 6 of the CMB’s Communique Serial: ||-15.1 on Material Events Disclosure. Individuals having the information subject to postponement at the time of the postponement decision are included in the List of Insiders. The postponement decision is publicly disclosed in accordance with the legislation as soon as the reasons for the postponement of the public disclosure of inside information cease to exist.
VI. QUIET PERIOD
The Company may not make any statements about its operating results during the period beginning on the day following the quarterly operating period and ending on the date of public disclosure of its annual reports. Financial results, save for publicly disclosed data, are not discussed during this quiet period. During the quiet period, individuals having inside information or continuous information or their spouses, children or household members are banned from trading in the Company’s capital market instruments.
Notwithstanding, individuals authorized to make public disclosures about the Company may give press releases or be a speaker in conferences, panels or similar events during the quiet period, provided that the confidentiality of inside information is observed.
VII. MONITORING NEWS AND HEARSAY
The Company may refrain from commenting on news coverage in the media and on hearsay to prevent speculations. An evaluation is made to determine whether the information may have an impact on capital instruments. When CMB and/or Borsa İstanbul demands confirmation or in case of the presence of an element requiring a public disclosure, a material event disclosure is made, which is also posted on the Company website.
VIII. DISCLOSURE OF FORWARD-LOOKING ASSESSMENTS
Depending on the Board of Directors decision, a material event disclosure can be made regarding forward-looking assessments. Forward-looking information so disclosed must not incorporate unfounded exaggerated predictions and they must not be misleading. Similarly, a material event disclosure must be made forthwith if/when changes occur in forward-looking assessments or it is understood that the assessments will not be realized.
