1. Investor Relations Unit
Our company has adopted the principle of treating each shareholder equally, and
the Investor Relations and Treasury Department, established within our Company’s
Finance Directorate, continued to conduct the relations with our shareholders in
2015. The individuals in charge of Investor Relations following the restructuring
in our Company’s Investor Relations Unit in 2015, are provided below. Çiçek Uşaklıgil
Özgüneş, who has been appointed as Investor Relations and Treasury Director as of
March 1, 2015, is working full-time and directly reporting to Onur Çevikel, CFO.
Investor Relations Manager Ayşe Dirik, Investor Relations and Treasury Supervisor
R. Aslı Kılıç and Investor Relations and Treasury Specialist Özgün Ökten are working
full-time, reporting to Çiçek Uşaklıgil Özgüneş. Additionally, Çiçek Uşaklıgil Özgüneş
has been appointed as the member of the Corporate Governance Committee for the place
vacated by the resignation of Ayşe Dirik effective as of March 1, 2015.
Onur Çevikel – Chief Financial Officer
Tel: 0 216 586 80 00
Faks: 0 216 389 58 63
Çiçek Uşaklıgil Özgüneş – Investor Relations and Treasury Director
Tel: 0 216 586 80 37
Fax: 0 216 389 58 63
Licenses: CMB Capital Market Activities Advanced Level License and CMB Corporate
Governance Rating Specialist License
Ayşe Dirik – Investor Relations Manager
Tel: 0 216 586 80 02
Fax: 0 216 389 58 63
Licenses: CMB Capital Market Activities Advanced Level License and CMB Corporate
Governance Rating Specialist License
R. Aslı Kılıç – Investor Relations and Treasury Supervisor
Tel: 0 216 586 80 72
Fax: 0 216 389 58 63
Licenses: CMB Capital Market Activities Advanced Level License and CMB Corporate
Governance Rating Specialist License
Özgün Ökten – Investor Relations and Treasury Specialist
Tel: 0 216 586 83 32
Fax: 0 216 389 58 63
Licenses: CMB Capital Market Activities Advanced Level License
Investor Relations Unit plays an essential role in accordance with the protection
of shareholders rights and making usage of these rights easier particularly the
rights to obtain information and the rights to examine.
In accordance with the Disclosure Policy of our company, information regarding operations
and performance of our company as well as other events is shared, through meetings
with shareholders, investors, research specialists of intermediary institutions
and other stakeholders. In addition, any type of information and explanation which
may affect the exercise of the shareholders’ rights are uploaded and updated on
a regular basis on our website for the usage of the shareholders.
During 2015, 374 face-to-face meetings were conducted with local and international
institutional and individual investors, shareholders, and analysts concerning issues
related to the company’s business results, performance, and other developments during
the reporting period. Anadolu Efes participates in conferences in Turkey and abroad
and other meetings to provide shareholders and investors information about the company.
In this context, in 2015, company representatives took part in fourteen conferences
in Turkey and abroad and two roadshows were organized.
The Corporate Governance Committee is responsible for monitoring the activities
of the Investor Relations Unit of our company. Within this context, the Committee
determines the standards for all announcements and main principles of investor relations,
reviews these standards and principles and compliance with these every year, and
gives necessary advices to the Board of Directors. The report that is prepared by
the Investor Relations Unit regarding its activities and submitted to the Corporate
Governance Committee at every meeting held by the Committee is also submitted to
the Board of Directors by the Committee. In 2015, nine Committee meetings were held,
whose dates are provided in Attachment-1. Details regarding the activities performed
by this department in 2015 can be found in our Company’s 2015 Annual Report.
2. Exercise of the Information Rights by Shareholders
Information requests of shareholders are evaluated in accordance with our company’s
Disclosure Policy. Additionally, as mentioned above, any type of information and
announcement which may affect the exercise of the shareholders’ rights are put and
updated on a regular basis on our website for the usage of the shareholders. Our
Disclosure Policy dictates equal treatment of all our shareholders and investors,
and provides that accurate disclosure with similar content reaches to everyone at
the same time.
While shareholder’s right to get and examine information given by laws, is not abolished
or limited by the articles of association or the decision of any bodies of the company;
every mechanism has been set up in order to ensure that shareholders use this right
The Company’s articles of association do not include an article that obstructs special
audit and the management avoids any action that makes special audit process difficult.
Our company acts in accordance with the relevant articles of Turkish Commercial
Law regarding the right to ask for a special audit. In 2015, there has not been
any request by shareholders for the assignment of a special auditor.
3. General Assembly Meetings
The General Assembly meetings of our company are held in accordance with the principles
of the Corporate Governance Principles’ “General Assembly” section.
In its meeting dated 23.03.2015, our Board of Directors resolved to hold the Annual
Ordinary General Assembly Meeting regarding the Company’s 2014 calendar year operations
on 17.04.2015 Friday at 14:00 at the address “Esenkent Mahallesi, Deniz Feneri Sokak
No:4 Ümraniye/ISTANBUL” and this resolution was announced to public the same day
through Public Disclosure Platform.
The newspaper announcements including our invitation to our shareholders were published
on Dünya newspaper, dated 24.03.2015, and on the Trade Registry Gazette, dated 24.03.2015.
For the year 2014, the balance sheet and income statement, Annual Report of the
Board of Directors and the Corporate Governance Compliance report as its attachment,
dividend distribution proposal of the Board of Directors, Independent External Audit
Report and an information document regarding the agenda were made ready for the
evaluation of our shareholders at our headquarters and our website at www.anadoluefes.com,
21 days earlier than the date of the General Assembly. Also the proxy documents
that were required for participation via proxy to the General Assembly were made
available at our website in order to ease the participation to the meeting.
On the website of our company, in addition to the announcement of the General Assembly,
disclosures and statements that are mandatory to be made according to the regulations,
as well as all matters required to be announced according to Corporate Governance
Principles, were disclosed to shareholders. Namely;
• Total number of shares which reflect the current shareholding structure of the
company and the voting rights of shares were announced on our website on the date
of announcement of the General Assembly meeting.
• The General Assembly information document regarding the items on the agenda prepared
for the Ordinary General Assembly Meeting which included information about the candidates,
who were nominated for the independent Board memberships in line with Corporate
Governance Principles. The candidates for the independent board memberships submitted
written statements to the Nomination Committee, at the time that they were proposed
as candidates, regarding their independence within the framework of the law, Articles
of Association and the Corporate Governance Principles.
• While preparing the agenda of the General Assembly, every proposal has been given
in a separate heading and these headings were made clear in a way that would not
cause different interpretations. Strict attention has been paid not to use expressions
such as “other”, “various (miscellaneous)” on the agenda. The information given
before the general assembly has been given together with a reference to the related
articles of the agenda.
• While preparing the agenda of the Ordinary General Assembly Meeting, there has
not been any written requests that the shareholders delivered to the Investor Relations
Unit in writing to be included on the agenda. Likewise, shareholders, CMB or other
government institutions, which are related to the company, have not delivered any
written agenda item requests to be added to the agenda.
• In order to increase the attendance of the shareholders to the General Assembly,
it is aimed to hold the meetings without causing any inequalities between shareholders
and enable shareholders to attend these meetings with a minimum cost. In this context,
the 2014 Ordinary General Assembly Meeting was held on 17.04.2015 in İstanbul where
the headquarters of the company is registered, also in accordance with the articles
• The Chairman of the meeting has obtained the required information and has done
the necessary preparations in order to conduct the General Assembly as per the Turkish
Commercial Code, related laws and legislations.
• The chairman of the Ordinary General Assembly has taken specific care in conveying
the information about the subjects on the agenda objectively and in a detailed,
clear and unbiased way. The shareholders have been given opportunities under equal
conditions in explaining their considerations and questions. The chairman of the
General Assembly has made sure that the questions asked by the shareholders and
the questions which were not considered as trade secret have been answered directly
in the General Assembly meeting. During the Ordinary General Assembly Meeting, there
has not been any question irrelevant to the topics on the agenda or extensive such
that they cannot be answered immediately. Questions asked during the General Assembly
meeting and responses to these were recorded in the meeting minutes.
• In accordance with the Corporate Governance Principle article 1.3.7., there has
not been any transaction in which persons who have privilege to access company information,
had done on their behalf within the company’s field of activity.
• The board of directors and other related persons, the ones who have responsibility
in preparing the financial reports, and auditors have been present in the General
Assembly meeting in order to provide the necessary information and answer the questions
about the important subjects on the agenda in particular.
• Although there is no such article on our articles of association, the General
Assembly meetings of our company are open to public including the stakeholders and
the media without having the right to speak. In the Ordinary General Assembly Meeting
held in 17.04.2015, there were no attendances by any stakeholders or the media apart
from Company representatives that are mentioned in the previous provision.
• There has not been any transaction that required the approval of the majority
of the independent Board members for the Board of Directors to take a decision,
and where the decision was left to be resolved by the General Assembly because this
condition was not met.
• Shareholders who have a management control, members of the Board of Directors,
managers with administrative responsibility and their spouses, relatives by blood
or marriage up to second degree have not conducted a significant transaction with
the company or subsidiaries thereof which may cause a conflict of interest, or/and
conduct a transaction on behalf of themselves or a third party which is in the field
of activity of the company or subsidiaries thereof, or become an unlimited shareholder
to a corporation which operates in the same field of activity with the company or
subsidiaries thereof. There were also no transactions conducted by persons who have
the opportunity to access information of the company in a privileged way, on their
behalf within the scope of the company’s field of activity.
The 2014 Annual Ordinary General Assembly Meeting of our Company was held on 17.04.2015
with the participation of a total of 539,538,589.761 shares (91%) out of 592,105,263
shares constituting the capital amounting to TRL 592,105,263.00 of the Company.
Meeting minutes and List of Attendees were announced to public at the same day with
the General Assembly through the Public Disclosure Platform. The General Assembly
meeting minutes and Lists of Attendees are also available for the information of
our shareholders at our website.
The following decisions were taken at the 2014 Ordinary General Assembly Meeting
of our company:
The Annual Report of the Board of Directors and reports of Board of Auditors and
the Independent External Audit Company, as well as the financial statements for
the calendar year 2014, were discussed and approved.
The information was given to shareholders on the amounts and beneficiaries of donations
and grants made by the Company in 2014; on any suretyship and guarantees granted
or pledges including mortgages instituted by the Company in favor of third parties
and related income and benefits.
TUNCAY ÖZİLHAN, SALİH METİN ECEVİT, YILMAZ ARGÜDEN, MEHMET CEM KOZLU, MEHMET HURŞİT
ZORLU, DAMIAN PAUL GAMMELL, ALAN CLARK, AHMET CEMAL DÖRDÜNCÜ (Independent member),
ÖMER BOZER (Independent member), MEHMET METE BAŞOL (Independent member) and İZZET
KARACA (Independent member) were appointed in lieu of the released Directors of
the Board for one year term.
The selection of the Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik
A.Ş. as the external audit company for 2015 fiscal year was approved.
It was decided to distribute cash dividend of gross 0.46 TL (net 0.3910 TL) per
each share with 1 TL nominal value, realizing a 46% gross dividend distribution,
calculated for the period January-December 2014. The total proposed cash dividend
of 272,368,421 TL is to be paid from previous years' extraordinary reserves starting
from May 29, 2015, The General Assembly was informed about the revision in the Disclosure
4. Voting Rights and Minority Rights
While our company avoids practices which make the use of voting rights difficult,
the mechanisms have been set in order to enable every shareholder, including the
cross-border ones, to use their voting rights in a proper and simple way. In this
context, according to the Article 26 of the articles of association of the company
regarding “Participation to General Assembly via Electronic Means”, shareholders
having the right to attend the General Assembly can attend the meeting electronically
in accordance with article 1527 of Turkish Commercial Law. In accordance with this
article of articles of association, at the 2014 Ordinary General Assembly meeting,
shareholders and their representatives were able to use their rights as mentioned
in the regulation.
While utmost care is given to the use of minority rights, our articles of association
regulates the usage of all minority rights in accordance with regulations. While,
Corporate Governance Principles enables provision of minority rights to shareholders
with less than 1/20 share in capital in the articles of association; articles of
association of our company does not include any article broadening the extent of
minority rights compared to Law.
There are no privileged shares among the shares representing the paid-in capital
of our Company. There is no cross shareholding relationship with the majority shareholders
of our Company.
As there is no cross-ownership associated within our Company, therefore there occurred
no voting in the General Assemblies of such companies.
5. Dividend Right
There is no privilege granted to shareholders regarding the distribution of dividends.
Within the framework of compliance with Corporate Governance Principles, our Dividend
Policy has been resolved to be handled as a written policy starting from 2005.
In line with our Dividend Distribution Policy, , our Board of Directors resolved,
in its meeting held on 05.03.2015, to submit a cash dividend proposal of gross 0.46
TL (net 0.3910 TL) per each share with 1 TL nominal value, realizing a 46% gross
dividend distribution, calculated for the period January-December 2014, which amounts
to a total proposed cash dividend of 272,368,421 TL to be paid from previous years'
extraordinary reserves starting from May 29, 2015, for the approval of the General
Assembly and this resolution was announced to public the same day through Public
Disclosure Platform. The said resolution was approved in the Annual General Assembly
Meeting held on 17.04.2015.
While dividend policy of our company is available on our website and annual report,
detailed explanations and tables regarding the distribution of profit for the year
2015 are also provided in our Company’s 2015 Annual Report.
6. Transfer of Shares
There are no provisions contained in the Company’s Articles of Association restricting
the transfer of shares, or provisions causing the transfer of shares difficult.
9. Informing the Stakeholders
Stakeholders are persons, associations or interest groups such as employees, creditors,
customers, suppliers, trade unions, several non-governmental organizations who are
related to the matters on achieving the company’s targets or that are related to
the company’s activities. Our company protects stakeholders’ rights in transactions
or activities conducted for the company which are set by the regulations or through
the mutual contracts signed. If the rights of the stakeholders are not protected
by regulations or with the mutual contracts, our company spends maximum effort to
protect the rights of the stakeholders as much as possible in line with company
means and within bona fide rules. Our Company acts in accordance with the Corporate
Governance Principles regarding its relations with its stakeholders, and has established
all necessary mechanisms. In the case of conflicts of interest that rise among the
stakeholders or when a stakeholder is involved in more than one interest group;
a balanced policy, as far as possible shall be followed with regard to protection
of the vested rights and each right is aimed to be protected independently.
Anadolu Efes’ Indemnity Policy as required by the non-mandatory Article no 3.1.2
of Corporate Governance Principles was approved by the Board on 19.03.2015, as provided
below, and immediately came into effect and also disclosed at company website.
In Our Company, provisions of the Labour Law numbered 4857 are applied regarding
severance and notice payments. If there are amendments related to Labour Law numbered
4857, provisions of the relevant law that will come into force will be applied.
Within this context,
Regarding the claims for severance pay; provisions of the Labour Law numbered 4857
and Article 14 of the former Labour Law numbered 1475 (in accordance with the Temporary
Article 6 of the Labour Law numbered 4857) are applied. However, if there is a collective
bargaining agreement in force at the workplace, provisions of this collective bargaining
agreement are to be implemented within the context.
Regarding notice period, collective job seeking permission is granted only if the
employee presents a written request at the date of dismissal notice. Creating timely
and applicable solutions to problems related to the employees and other stakeholders,
in order to maintain the satisfaction of all the stakeholders, is one of the key
policies of the Company. Our employees, suppliers, customers and consumers are informed
on matters related to them in different ways.
The Efes Communication Line that is currently active (444 EFES / 444 33 37) serves
6 days of the week excluding Sundays between 09:00-18:00. The incoming calls are
immediately replied and are resolved within specific time periods by the pre-determined
responsibles of relevant departments.
Information exchange with customers and suppliers is ensured by periodic dealer
meetings as well as site meetings held by individuals in charge in relevant locations.
Furthermore, customers and suppliers are capable of transmitting their problems
to our Company via the dealer meetings and through oral or verbal applications submitted
to the Company’s management.
Meetings are held with our suppliers so as to improve the quality of the current
materials as well as on other sectoral developments and pilot activities are conducted
with respect to the co-produced projects.
Through the wide data information network established with its customers, the Company
can exchange information on a real-time basis.
Our company conducts training programs to enhance the development of the employees.
These development programs include class education, e-learning, on the job training
and knowledge sharing. For this purpose, in-house developed systems using internet
platforms are also used.
The necessary mechanisms are formed by the Corporate Governance Committee in order
for the stakeholders to communicate with the “Corporate Governance Committee” or
the “Audit Committee” about Company’s practices which are contrary to the legislation
and unethical. On the other hand, according to its own charter, the Audit Committee
is responsible for monitoring whether a system regarding compliance to the Company’s
code of business conduct and ethical rules is established by the management. Additionally,
the Audit Committee reviews whether the management monitors Company’s compliance
to code of business conduct and code of ethics, makes fraud risk assessments and
gives code of business conduct and fraud and code of ethics trainings to Company
Stakeholders are sufficiently informed about afore-mentioned Company policies, procedures
etc. regarding the protection of their rights, via several channels including emails,
corporate website etc.
10. Participation of the Stakeholders in Management
Models supporting the participation of the stakeholders, primarily company’s employees,
to the management are developed in a manner not to hinder the activities of the
corporation. Relevant actions are summarized below:
Employees are capable of transmitting their value adding suggestions to the management
via our Bi-Fikir system, which is the Anadolu Group Innovation Portal. In addition,
“Human Resources Request & Suggestion Line” that facilitates submission of requisitions
and improvement requirements regarding the services provided by our Human Resources
function is used effectively by our employees.
Periodically, a study for Measuring Employee Loyalty is conducted and employees
can also transmit their requests and suggestions for improvement regarding the company
they are involved in via this way.
In order to manage the relationships with our employees, as well as to manage the
corporate information flow, we launched a web-based intranet system in 2009. As
of 2013, our Human Resources Portal has been launched and our employees can obtain
many human resources services via this portal which is an extensive self-service
As per our main system requirements, indicators designated under strategic planning
process are reviewed through meetings held.
With the Efes Communication Line, complaints or claims from our customers, suppliers
or consumers are replied and remedied within prescribed periods by designated officers
in charge at relevant units and all incoming requests are stored in electronic media,
allowing the monitoring and reporting of progress in customer satisfaction. In addition,
the performance of our suppliers in terms of quality, price and delivery are monitored
on our computer systems where they are scored and benchmarked on periodic basis.
In production processes, utmost care is given to quality standards and the quality
of our products is under the guaranty of our company.
New product developments are steered by Customer-Consumer research results and product
improvement and development work is conducted in accordance with the demand from
the market with product, package and technology investments.
Within the context of trade secret, confidentiality of the information about the
customers and the suppliers is taken care of. Regarding the important decisions
that give rise to an outcome for the stakeholders, the opinion of the stakeholders
11. Human Resources Policy
Our company’s human resources policy and practices in this area are in line with
all of the principles of Section 3 Article no 3.3 of Corporate Governance Principles.
Our human resources mission is to develop human resources strategies and coordinate
the application of human resources systems in our operations in line with our company’s
vision and mission and strategies in order to support our strategic growth and profitability
strategies through increasing productivity of our employees, as well as establishing
a qualified, motivated, loyal workforce. In line with our human resources mission
our key strategy is to build up a satisfied, highly motivated and well-educated
workforce that works as a team and continually develops, operates on knowledge and
focuses on Company targets. Our human resources strategy is also disclosed publicly
in our website.
The Human Resources Strategy of our company is designed in line with our vision
and mission in order to support our strategic business plan and implemented under
the following headings:
(1) Increasing organizational efficiency
(2) Centralized Strategy, Local Policy Development
(3) Right Person for the Right Position,
(4) Maintaining a Dynamic & Proactive Structure,
(5) An Unreplicated Human Capital that Creates Competitive Advantage.
Our Company gives great importance on training at all stages and at all levels in
order to prepare our employees to the future. We “INVEST IN PEOPLE” through established
systems where we present this importance in a transparent way. In this context,
in order to develop leaders, to form a common management language and to strengthen
our culture that supports continuous learning, corporate development practices have
been in action since 2010.
In addition, through “Efes Akademi”, an e-learning platform over the internet, it
is aimed to improve the personal and occupational knowledge and skills of our employees.
Via this platform, we are able to reach mass of employees in a short time period
with the trainings which are designed interactively. The attendance is tracked on
the system and exams are held in order to measure knowledge as well.
“Efes Quality Circle” project, whereby our employees voluntarily solve the problems
in their respective work areas, enable a better environment for communication, creativity
and innovation while contributing to our employees’ personal development and hence
increasing their motivation. Parallel to generating monetary benefits and improving
business , “Efes Quality Circle” activities also provide abstract benefits like
development of responsibility, proving oneself, innovation and creative thinking,
as well as job satisfaction.
It is essential to implement fastidiously any resolution rendered by our Board of
Directors in the pertinent field of activity. Monitoring of such applications is
conducted within the framework of the designated Critical Performance Criteria focused
not only on the operating performance but also profitability. The annual performance
targets we have designated for our employees in line with the relevant criteria
allow not only the qualitative measurement but also the indicator-based quantitative
assessment of our management policies. There is no share purchase plan designed
One of our Group’s commitments towards its employees in the course of every relationship,
which is part of our working principles and followed strictly without any concession,
is not to make any discrimination in terms of race, skin color, age, nationality,
gender and religious beliefs. We take pride in different aspects and cultural diversification
of our employees and consider such diversification a valuable tool for advancement
towards a common objective.
In every Human Resources practice spanning from the initial recruitment to the training,
compensation, career and financial means granted, equal opportunity is provided
to all employees. No complaints, in particular on discrimination, have been raised
by any of our employees within the period.
The new Anadolu Efes Code of Business Conduct and Ethics (“the Code”) has been put
into effect in 2015. The purpose of the Code is to guide the behavior of Anadolu
Efes’ employees and to explain the legal and ethical rules required to be followed.
All our employees are provided the opportunity to communicate, on a confidential
basis, their concerns regarding the breaches to Anadolu Efes Business Conduct via
a line managed by an independent company. The said topics are examined by our Ethics
Committee and actions are taken.
We are committed to respect and protect the rights granted to our employees by law
Relations with blue-collar workers are regulated according to the collective bargaining
agreement, and in the context of the agreement, 7 head representatives and 12 union
representatives work in our 4 breweries and 2 malteries in Turkey. These representatives
are responsible for communicating the requests, complaints and problems of our blue-collar
workers to the senior management, following up the results of these, representing
the employees in platforms such as Occupational Safety Board and Disciplinary Board
and protecting their legal rights within the Collective Bargaining Agreement and
the Legal framework. In addition, for both our blue-collar and white-collar workers,
there is a Business Partnership organization deployed in our headquarters within
our human resources structure and 10 regional human resources supervisors in total
are affiliated to this organization. As a requirement of their job description,
the afore-mentioned business partners and human resources supervisors are responsible
for evaluating the requests, complaints and problems conveyed by employees and following
up the results of the processes regarding these requests, complaints and problems,
in coordination with the senior management.
In addition, representatives have been designated to conduct the relations with
employees. For white-collar workers, a “Health and Security Worker Representative”
has been selected to represent the workers on issues of occupational health and
security. The duties and authorities of such representative that is selected by
the workers at the workplace, as per Occupational Health and Safety Statute, are
One or more workers act as the “Health and Security Worker Representative” and participate
in studies for health and security in the workplace, monitor the studies, request
for measures and precautions, give suggestions and represent workers in similar
matters particularly on health and security.
For blue-collar workers, a “Trade Union Representative at the workplace” is present
as set forth in the collective bargaining agreements.
The trade union representatives fulfill the following delegated tasks to ensure
occupational peace, maintain and safeguard the balance between the worker and the
a) Ensuring the cooperation and occupational peace between the worker and the employer
at the workplace,
b) Examining the demands and complaints of workers, persuading the worker in withdrawing
its unreasonable demand or complaint, reflecting any demand or complaint that it
will find reasonable in his sole discretion to the employer (the representative
may not be penalized for his/her discretion in this process.)
c) Striving to settle amicably, conflicts or disputes to arise between the worker
d) Seeking remedies for problems that may arise in connection with implementing
these contractual provisions and if necessary, conveying the matter to the employer
after consulting with workers.
e) Striving to prevent, to the extent of his/her authority, any illegalized attempt
or behavior, refraining from getting involved in such attempts or behaviors,
f) Regulating the relationship of workers that are trade union members with the
g) Ensuring the uninterrupted execution of the contract,
h) Transmitting any matter that he/she could not settle at the workplace to his/her
affiliated branch/department in writing,
i) Fulfilling all other liabilities imposed by the legislation.
While safe working environment and conditions are provided to the employees, General
Occupational Health and Safety trainings, which require the participation of all
employees, are organized by our company periodically.
Job descriptions of all employees of the company can be reached through the corporate
portal. Performance evaluation is carried out through an online system, and evaluation
and compensation criteria as well as expectations are shared with the employees
in the system starting from the beginning of the year.
12. Ethical Rules and Social Responsibility
Ethical rules are highly respected within our Company and these merits have been
exercised for years within the corporate culture of Anadolu Group, our parent company,
and our all operations are performed within this context. Anadolu Efes Code of Business
Conduct and Ethics, which form our ethical values, are disclosed publicly in our
website, whereas the minimum ethical rules with respect to environment, discrimination,
child employees and union rights have been included to public in our annual report
The necessary mechanisms to monitor the compliance with Anadolu Efes Code of Business
Conduct and Ethics Principles have been formed. In this context, details for the
Code of Business Conduct and Ethics Communication Channels to be used by those who
have any concern or become aware of any Code violation are made available at company
website. These communication channels are operated by an independent company, and
they are available 7/24 and it is possible to communicate a violation confidentially
Detailed explanations regarding the activities of our Company within the framework
of social responsibility can be found in our Company’s 2015 Annual Report.
BOARD OF DIRECTORS
13. Structure and Composition of the Board of Directors
Our Board which consists of at least 7, at most 13 members according to articles
of association, currently is composed of one Chairman, one Vice Chairman and 8 members,
totaling to ten members.
Tuncay Özilhan - Chairman
Alan Jon Clark - Vice Chairman
S. Metin Ecevit - Member
Dr. Yılmaz Argüden - Member
Mehmet Cem Kozlu - Member
Mehmet Hurşit Zorlu - Member
Ahmet Cemal Dördüncü - Independent Member
Kamil Ömer Bozer - Independent Member
Mehmet Mete Başol - Independent Member
İzzet Karaca - Independent Member
Ahmet Boyacıoğlu - Consultant
The curriculum vitae of the Board members which also include their responsibilities
outside of our Company are provided both in 2015 Annual Report and the website of
our Company. There are no rules established by our Company regarding the Board Members
taking responsibilities outside of Our Company however the requirements of the Corporate
Governance Principles are applied on this issue. In this respect, the outside positions
held by the Board Members are provided in the table below:
Current Positions Held Outside the Company
Alan Jon Clark
Chief Executive and Board Member, SABMiller Board Member - B.I.H. Brasseries Internationales
Holding Limited, B.I.H. Brasseries Internationales Holding (Angola) Limited, China
Resources Snow Breweries Limited, MillerCoors LLC
Dr. Recep Yılmaz Argüden
Chairman - ARGE Consulting, Rothschild Turkey; Board Member - Doğuş Oto A.Ş., Borusan
Lojistik A.Ş., Altınbaş Holding, National Representative and Chairman - Global Compact
Mehmet Cem Kozlu
Consultant - Yazıcılar Holding; Chairman - Evyap Asia (Singapour); Board Member
- The Marmara Hotels&Residences and Pegasus Airlines,
Ahmet Cemal Dördüncü
CEO - Akkök Sanayi Yatırım ve Geliştirme A.Ş.; Board Member – Aksa A.Ş., Akenerji,
Akkim, Saf GMYO, International Paper;
Kamil Ömer Bozer
Board Member Martı GYO, Martı Otelcilik ve Turizm A.Ş.;
Mehmet Mete Başol
Board Member -, Nurol Yatırım Bankası, Enerya Gaz Dağıtım A.Ş., Enerya Gaz Ticaret
Both The Board Members that are listed in the table above and some of the other
Board Members hold seats at the boards of various Anadolu Group companies.
According to the articles of association, the Board elects a Chairman and a Vice
Chairman every year. The chairman is responsible for managing the Board meetings,
ensuring that negotiations are held in order and the discussions during the meetings
are recorded. While authorization of the Chairman of the Board, Board members and
company executives are defined in the articles of association, no one in the company
is given an unlimited decision making power.
According to the Corporate Governance Principles, our Board of Directors is required
to be composed of at least four independent members. Similarly according to relevant
regulations, in the case where a separate Nomination Committee cannot be established
due to the Board structuring, the Corporate Governance Committee can fulfill the
responsibilities of this committee. In this respect, the Corporate Governance Committee
assessed the candidate proposals to become an independent member, including the
ones proposed by the board and shareholders, by taking into consideration of whether
or not the candidate meets the independency criteria and submitted this assessment
as a report dated 02.02.2015 to the Board. The candidates for the independent board
membership submitted their written statements to the Nomination Committee at the
time they were proposed as candidates, that they are independent within the framework
of the law, articles of association and the principles.
The written statement by all independent Board members declaring their independent
status in the context of the principles in the regulatory framework, articles of
association and the communiqué is as follows:
I hereby declare and state that;
• No employment relationship has been established during the last five years between
me, my spouse and my relatives by blood or marriage up to second degree and the
company, partnerships which the company controls the management of or has material
influence over or shareholders who control the management of or have material influence
over the company and legal entities which these shareholders control the management
of, which has caused me to assume important duties and responsibilities in an executive
position nor have I/we individually or jointly held more than 5% of the capital
or voting rights or privileged shares in or established a material business relationship
with the same,
• I was not a shareholder of (%5 and more) nor held an executive position which
would cause me to assume important duties and responsibilities or officiated as
a board member, during the last five years, in any company from or to which the
company purchases or sells a substantial quantity of services or products based
on agreements made, during the periods these services or products were sold or purchased
including especially those companies which carry out audit (including tax audits,
legal audits, internal audits), rating and consultancy services for the company,
• I have the professional education, knowledge and experience necessary to duly
carry out the duties which I shall assume due to my position as an independent board
• I am not a full time employee with any public entity or organization following
my election as a member with the exception of employment as a university professor
provided that such employment is in compliance with the laws and regulations that
are applicable to universities,
• I am assumed to be a resident in Turkey in accordance with the Income Tax Law
dated 31.12.1960, numbered 193;
• I have strong ethical standards, professional reputation and experience that shall
allow me to contribute positively to the activities of the company, maintain partiality
in conflicts of interests between the company and its shareholders and decide freely
by taking into account the rights of beneficiaries;
• I am able to dedicate a sufficient amount of time to the affairs of the company
in a manner to follow up the conduct of company activities and duly perform the
duties I have assumed,
• I did not officiate as a board member at the board of directors of the company
for longer than 6 years during the last ten years,
• I am not officiating as an independent board member with more than three of the
companies which the company controls or shareholders that control the management
of the company control the management and in total more than five of the companies
which are traded on the stock exchange
• I am not registered nor declared on behalf of the corporate entity for which I
will be elected as a Board Member
and thus I shall carry out the duties imposed upon me due to my being a board member
as an independent member.
In accordance with the report of the Nomination Committee, the Board’s decision
to appoint Ahmet Cemal Dördüncü, Kamil Ömer Bozer, Mehmet Mete Başol and İzzet Karaca
as independent Board members, was sent to CMB for opinion on 09.02.2015. CMB informed
our Company that it delivers no negative opinion on independent membership of these
candidates, via its written statement dated 27.02.2015.
Therefore, the precise independent Board membership candidates list and information
about the candidates was disclosed to public through an information document released
with the announcement of the General Assembly. Assignment of candidates whose curriculum
vitae were submitted in the information document, was approved at the General Assembly
dated 17.04.2015 and came into force.
Individuals who were elected as Independent Board Members were neither registered
nor declared on behalf of a corporate identity.
In 2015, there arose no situation which revoked the independence of independent
members of the Board of Directors.
Mr. Damian Gammell, who has been appointed as a Board Member in the General Assembly
held on 17.04.2015, has resigned from his membership position in Anadolu Efes' Board
of Directors in addition to his resignation from his duties as the President of
Beverage Group and CEO of Anadolu Efes as of October 31, 2015 and no new member
was appointed to complete his office term.
Following the resignation of Mr. Damian Gammell from his membership position in
Anadolu Efes' Board of Directors, there are currently no executive members in the
Board of Directors. . According to our articles of association, the office terms
of Board members are up to three years, and it is possible for these members to
While our Company is insured against damages that may be caused due to the faults
of the members of the Board of Directors during the execution of their duties, the
total annual responsibility limit of the relevant insurance is below the amount
stated in Corporate Governance Principles. The total annual responsibility limit
is determined according to the management’s decision and currently the limit is
expected to remain at its current levels.
Although in the previous years, more than one woman member was present in our Board
of Directors, currently, there are no women Board members. It is recommended by
the Corporate Governance Committee to the Board of Directors to include women members
in the Board in the coming years and our efforts continue within this regard.
14. Working Principles of the Board of Directors
The Board of our company executes its activities transparently, accountably, fairly
and responsibly in accordance with the requirements set by the Corporate Governance
The Board has a leading role to protect the efficient communication and to eradicate
and find solutions for disagreements between the company and the shareholders. For
this purpose the Board conducts its roles with a close cooperation with the Corporate
Governance Committee and Investor Relations Unit.
In accordance with Article no 4.4.1 of Corporate Governance Principles, the Board
gathers as often so that it performs its duties effectively. The gathering procedures
and frequency of Board meetings, meeting and resolution quorum, process of asserting
objections and the validity of Board resolutions are explicitly laid down in our
Company’s Articles of Association. In this context, the Board holds its ordinary
meetings five-six times a year and the Board members also convene upon any extraordinary
situation and negotiate and render resolutions on critical agenda issues. In accordance
with our Articles of Association, majority of the members of the Board of Directors
participates to the Board meetings and board decisions are taken with the vote of
the majority of the total members of the Board.
The average rate of participation of Board Members in these four meetings during
the year 2015 has been 89% and Board members aim attending every meeting and present
an opinion. When there are dissenting opinions on reasonable and detailed grounds
regarding the questions asked or different opinions expressed by Board members,
these are recorded in the meeting minutes.
The agenda of Board meetings comprises of the agenda issues designated in the previous
Board meeting for further negotiation in the next meeting along with the issues
designated by the related Group President. However, before the meeting, a Board
member may propose the Chairman of the Board to make a change in the agenda. The
opinion of a member, who did not attend the meeting but submitted his opinion to
the Board in written format, is also submitted for other member’s review.
Dates of the Board meetings are determined at the beginning of the year and accordingly
the Board members are notified of the meeting dates. Furthermore Board members are
also notified by means of a formal memorandum and report at least one week prior
to any meeting. A secretariat is established for the meetings and all questions
raised during the meetings and all issues negotiated are recorded into meeting minutes.
Each member in the Board has one voting right and Board Members do not have the
right of weighted vote and/or power of veto. Board meetings are held in accordance
with Article no 4.4.6 of Corporate Governance Principles.
Meeting minutes that have the nature of trade secrets are not disclosed to the public.
However all of the critical matters resolved are announced through public disclosures.
The Board resolutions related to the related party transactions of our Company are
taken with the majority vote of the independent members; in accordance with the
Corporate Governance Principles.
There were no transactions that are in the scope of the significant transactions
as described in Article 1.3.9 of Corporate Governance Principles, in 2015.
15.Number, Structure and Independence of the Committees established under the
According to Article no 4.5.1 of Corporate Governance Principles, in order the board
to perform its duties properly, an Audit Committee, a Corporate Governance Committee,
a Nomination Committee, an Early Determination of Risk Committee and a Remuneration
Committee should be established, however, in case a separate Nomination Committee,
Early Determination of Risk Committee and Remuneration Committee cannot be established
due to the structure of Board, Corporate Governance Committee may fulfill the responsibilities
of these committees. In this context, in addition to the Audit Committee and Corporate
Governance Committee that were already present in our company, Committee for Early
Detection of Risks was established according to the Board resolution dated 07.06.2012.
Responsibilities of committees that are not present within Board of Directors are
fulfilled by the Corporate Governance Committee according to Corporate Governance
According to Article no 4.5.2 of Corporate Governance Principles, the scope of duties, the working principles and the members of the committees’ are identified and disclosed to the public by the Board. In this context, in line with the Principles, Charters regarding functions and working principles of Committees were approved on 29.06.2012 and disclosed to public on our company website at www.anadoluefes.com
. Charters of the Audit Committee and Corporate Governance Committee that were updated in accordance with the revised Corporate Governance Principles were approved on 06.03.2014 and were made available to public at our corporate website. There arose no necessity to revise the Charter of the Committee for Early Detection of Risks.
Apart from this, Article no 4.5.3 of Corporate Governance Principles requires all
members of the Audit Committee and the chairman of other committees to be selected
from independent Board members. In this context, selection of chairman and members
to Committees was done through Board resolution dated 05.05.2015 for one year, was
in line with this Corporate Governance Principle. Likewise, in line with the Principles,
the chief executive/general manager does not have a role in any of the committees.
Except from Mehmet Hurşit Zorlu, who is a member of both Corporate Governance Committee
and Early Determination of Risk Committee as his knowledge and experience is useful
for both committees, and due to the same reason, Ahmet Cemal Dördüncü, who is a
member in the Audit Committee as well as the Chairman of the Early Detection of
Risk Committee; other Board members do not have a role in more than one committee.
Members of the committees constituted within the Board are as follows:
Mehmet Mete Başol-Chairman
Ahmet Cemal Dördüncü-Member
Corporate Governance Committee
Kamil Ömer Bozer-Chairman
Mehmet Hurşit Zorlu-Member
Dr. Recep Yılmaz Argüden-Member
Çiçek Uşaklıgil Özgüneş-Member
Committee for Early Detection of Risks
Ahmet Cemal Dördüncü-Chairman
Salih Metin Ecevit-Member
Mehmet Hurşit Zorlu-Member
*Following the Annual Ordinary General Assembly Meeting held on 17.04.2015, the
appointment of relevant members to the committees listed above were made as per
the Board Resolution dated 05.05.2015 and announced to the public at the same date.
Evaluation of the Board of Directors regarding the working principles and efficiency
of Committees constituted within the Board is presented as attachment to Corporate
Governance Compliance Report (Attachment 1).
16. Risk Management and Internal Control Mechanism
The aim of risk management and internal control mechanism is the protection of the
value of the assets of the company, operational safety and pursuing sustainability.
Intended for this aim, risk management and internal control mechanisms have been
established within the Company and fundamental principles with respect thereto are
being announced via our annual report and website.
Identification of all the existing and potential risks for the Company, development
of practices for obtaining competitive advantage and sustainability by minimization
of the identified risks and monitoring of such practices constitute the basic starting
point of the risk management system.
The Committee for Early Detection of Risks is established within the Company for
early detection of risks that might endanger the existence, development and perpetuation
of the Company and to implement measures required against the risks determined as
well as the management of risks. The Committee for Early Detection of Risks convenes
as often as deemed necessary for the effectiveness of the work, at least two times
per annum and regularly briefs the Board of Directors of the Company about its meeting
resolutions, important sightings and recommendations. Thus, the Corporate Risk Management
work is led and monitored by the top management.
Corporate Risk Management system enables managers at all levels to determine current
as well as potential risks and opportunities to be encountered while achieving Company
targets, evaluate their likely impacts based on the Company’s risk-taking profile,
as well as plan and implement necessary actions. The risks and action plans are
integrated into strategic business plans to make the necessary resource allocations.
Helped by the Corporate Risk Management software, which was initiated in all of
our domestic and international operations, risk management system was made prevalent
in whole company. Thus, participation to risk evaluation is achieved at every level.
The outcomes are used in supporting business continuity studies as well as operational
and strategic decisions.
Existing or potential risks for our Company are defined below:
Financial risk; assets and liabilities risk, credibility, equity/ debt ratio, exchange
rate risk and other factors that can affect the Company’s financial status.
Strategic Risk; risk factors such as shareholders, investor relations, mergers and
acquisitions that may affect the sustainable growth of the Company, corporate governance
structure, company and brand value.
Operational risk; risks that may affect every part of the business from the suppliers
to the customers, and so the processes including business continuity, compliance,
reputation, occupational health and safety.
Environmental risk; risk factors such as fire, earthquake, etc. that can affect
the Company’s business continuity and safety.
Performance and risk indicators are used as early warning systems in order to trace
risks and take necessary precautions on time. The SAP ERP system that is integrated
to all procedures in the Company is an efficient technological decision support
system that is used for this purpose.
SAP ERP supplies operational results in real time that eliminates the human error
and makes early detection of risks possible and improves the efficiency of the internal
control system. Softwares and technologies particularly used by sales teams in the
field are constantly improved to make sure that teams can access correct information
immediately for making quick and right decisions by which customer satisfaction
and competitive advantage are aimed at. With the use of high level internal communication
technologies, we aim to handle and solve the problems in a short time period.
Emergency situation management systems are established against potential natural
risks while investments in backup systems are made to prevent systems from being
affected and losing any data in case of an emergency situation. Additionally, all
our facilities are insured in order to minimize the environmental risks.
Additionally, environmental factors and extraordinary situations are monitored on
an immediate basis and investigations are made to take necessary measures to minimize
Investments in line with annual budgets and business plans allow us to use the state-of-the-art
technology in our facilities and the most up to date technology prevailing in the
global brewing industry is utilized.
Training programs about leadership, management skills and competency improvement
are made available to all employees. These programs are increasing employee engagement
while having positive effects on business management and results.
Within the finance function, the actual results are compared to the budgeted figures
on a regular basis and any deviations are analyzed.
The “Guarantee - Risk Management System” devoted to tracking customer risks has
been put into service. Accordingly, purchasing limits applicable to our customers
have been established and our systems are designed to prevent any product shipments
in excess of prescribed limits.
Internal Control Mechanism can be defined as all practices aimed to eliminate circumstances
that may affect reaching the goals of the Company negatively and/or reduce their
effects and possibility. Standard definitions, policies and procedures, job descriptions
and delegation structures regarding business processes constitute the basis of internal
control system. In this context, holistic internal control systems including preventive
and reformative ones have been established by the management, in order for the company
to carry out Company’s business effectively and efficiently.
Through internal control systems established within the company, it is aimed to
provide effectiveness and efficiency of operations, trustworthiness of the financial
reporting system, compliance with regulations, and assurance regarding these issues.
The relevant internal control systems are also intended to protect the assets, reputation,
sustainability and profitability of the company. An internal audit function has
been established within the Company. This function is organized comprising of both
the headquarters and our subsidiaries, and conducts process audits investigating
the efficiency of the general control environment, corporate governance and risk
management structures of our company, in accordance with the laws and regulations
regarding International Audit Standards, also benefitting from the auditors of Anadolu
Group, who are specialized in their areas.
The execution of the accounting system of the Company, the disclosure of financial
information to the public, the external audit of the Company and supervision of
the functioning and efficiency of the internal control system are mainly carried
out by the Audit Committee established by the Board of Directors of the Company.
While carrying out the relevant function, the Audit Committee utilizes the findings
of the Independent Audit, and Certified Councillorship, Internal Audit Directorate
and Risk Management Directorate of Anadolu Group.
The authorities and responsibilities are defined in writing in the internal control
mechanism of the Company. Within this framework, the rules governing the fulfillment
of tasks by functions in their respective business areas and the holders of such
responsibilities are explicitly defined. The internal control mechanism is equipped
with the following features:
• Purposes and principles of activities are explicitly defined.
• The current and potential risks of the Company are defined and constantly being
• Regular reporting is made to executives.
Issues to be approved as per chart of authorities are provided to executives electronically
accompanied with detailed remarks and viewed, scrutinized and approved by several
executives within pre-determined limits.
17. Strategic Objectives of the Company
While the authorization and responsibilities of the Board members are clearly listed
in our articles of association, the duties and responsibilities that are carried
out by Board members de facto include:
• Setting the vision and mission of the company,
• Setting the strategic targets of the company,
• Determining the human and financial resource needs of the company,
• Auditing the performance of the management,
• Approving the budget and working plans of the company,
• Checking whether the company reaches its targets, examine results of operations,
• Ensure that the operations of the company are in line with regulations, articles
of association, internal rules and policies,
• Examine Corporate Governance Principles of the company and improve missing points,
• Form the committees of the Board and ensure their operability.
While The Board manages and represents the company and is particularly loyal to
company’s long-term interests by keeping the risk, growth and return balance of
the company at the optimum level through taking strategic decisions and with rationalistic
and prudent risk, it is responsible for the company to reach its preset and publicly
disclosed operational and financial performance targets. In this context, related
Directorships make annual budgets and business plans every year and submits them
to the Board. As a result, the operating results which are held in accordance with
the plans throughout the year are continuously compared with the budget that was
approved by the Board of Directors and the reasons of the deviations are analyzed.
18. Financial Benefits
In accordance with the decision taken on Annual Ordinary General Assembly, our company
does not make any payment to Board members except for the independent Board members.
On the Ordinary General Assemble dated 17.04.2015, it was decided to make an annual
net payment of TL 70,000 on a monthly basis, to each independent Board member aiming
to secure their independency. Apart from this, there is no other payment or benefit
made to the Board members. In accordance with the Article 4.6.5 of Corporate Governance
Principles, the remunerations and all other benefits provided to Board members and
managers having administrative responsibility are made public through our annual
report. However, the declaration is not made separately for each member, but a cumulative
number is given for all board members and managers having administrative responsibility
The company has not lend any money, given any loan, extended the maturity of the
loans or credits, improved the conditions of the loans, given any loan under the
name of an individual loan through third parties or given guarantee such as bail
to a Board member or to the managers having administrative responsibility.
According to Article no 4.6.2 of Corporate Governance Principles, the remuneration
principles of the Board members and managers having administrative responsibility
should be in written form and the shareholders should be enabled to give their opinion
after submitting these written remuneration principles to their reviews with a separate
article in the General Assembly. Our remuneration policy prepared in this context
is also made available to public at our company website www.anadoluefes.com.
While there is no Nomination Committee established within the Board of Directors,
in line with the Corporate Governance Principles, responsibilities of this committee
are fulfilled by the Corporate Governance Committee.