Persons with Access to Insider Information
8. Disclosure Policy of the Company
8.1. A disclosure policy to provide necessary information to the public was prepared and announced on the Company’s website. This policy is available at www.hurriyetkurumsal.com.
8.2. The disclosure policy was approved by the Board of Directors and presented to the General Meeting of Shareholders. The Board of Directors is in charge of monitoring, revising and improving the disclosure policy. The Corporate Governance Committee informs the Board of Directors, the Executive Board, the Audit Committee and the CFO on issues related to the disclosure policy and makes suggestions.
8.3. A Capital Markets and Corporate Governance Unit was set up to monitor and supervise all issues related to public disclosures. Questions of third parties are responded to by the CEO, the CFO, the Investor Relations Coordinator or the Investor Relations Director, depending on the content of the question. In responding to questions, utmost care is taken to avoid any violation of the equal rights of stakeholders to obtain information.
8.4. Except where applicable legislation requires otherwise, data distribution companies and the website of the Company are used effectively for public disclosures.
8.5. The Company’s disclosure policy contains guidelines for the disclosure of forward-looking information. This information is disclosed together with all relevant statistical data and evidence regarding the Company’s financial position and its operational results. Only the CEO and the CFO are authorized to make such disclosures.
8.6. Board members, executives and shareholders who directly or indirectly own 5% of the Company’s capital are required to disclose all their dealings in the Company’s securities, in accordance with applicable Capital Market Law.
8.6.1. There were no transactions or material disclosures in 2009 regarding this issue.
8.6.2. Since all material disclosures are available on the website, those regarding this issue automatically become available there as well.
8.6.3. The Company does not have any stock-based derivatives.
8.7. In 2009, no commercial and/or non-commercial transactions took place between Hürriyet and other companies in which Board Members, executives or shareholders who directly or indirectly own 5% or more of Hürriyet’s capital and 5% or more of the other company, Hürriyet and other companies in which Hürriyet, its Board members, executives or shareholders who have management control irrespective of the amount of shares owned in this company.
8.8. The financial statements and footnotes of 2009 were prepared on a consolidated basis in accordance with International Financial Reporting Standards, audited by independent auditors pursuant to the International Auditing Standards and were publicly disclosed.
8.9. The 2009 Annual Report was prepared in accordance with the Capital Market Law, CMB regulations and CMB Principles.
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9. Material Disclosures
9.1. The Company’s material disclosures comply with the Capital Market Law, regulations of CMB and the stock exchange and CMB principles.
9.1.1. In 2009, there were a total of 40 material disclosures. The Capital Markets Board and the Stock Exchange did not issue any notifications, amendments or requests for additional material disclosures regarding the public disclosures the Company made in 2009.
9.1.2. All material disclosures sent to the stock exchange were signed by the CFO and the Financial Affairs Manager. Public disclosures are prepared in close cooperation with the Audit Committee and the Corporate Governance Committee.
9.2. Since the Company’s securities are not traded on international stock exchanges, no additional disclosures were required.
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10. The Website and its Contents
10.1. In accordance with the CMB Principles, the Company’s website at
www.hurriyetkurumsal.com is actively used for public disclosures.
10.1.1. The content and layout of the Turkish and English pages of the website were redesigned in accordance with CMB principles.
10.1.2. The website is being continuously improved.
10.1.3. The address of the website is clearly indicated on the Company’s letterhead.
10.1.4. Guidelines related to the management of the website are included in the disclosure policy.
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11. Ultimate Controlling Individual Shareholders
11.1. Changes in the Company’s capital structure and/or management are disclosed to the public in accordance with capital markets legislation and CMB regulations.
11.2. Ultimate controlling individual shareholders and the shares they own are shown in the table below, after eliminating any indirect shareholdings:
Shareholder |
Number of Shares |
Amount of Shares |
(%) |
Doğan Family |
229,383,943 |
229,383,943 |
41.56 |
Aydın Doğan Foundation |
3,107,871 |
3,107,871 |
0.56 |
Other |
81,742 |
81,742 |
0.01 |
Publicly traded |
319,426,444 |
319,426,444 |
57.87 |
Total |
552,000,000 |
552,000,000 |
100.00 |
11.3. To the best of the Company’s knowledge, shareholders did not enter into any voting agreements in 2009 for increasing their role in the management of the Company.
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12. Persons with Access to Insider Information
All necessary measures are taken to prevent insider trading. A list of executives who had access to information that might affect the price of the Company’s securities in 2009, as well as a list of all other persons and institutions that provide services for the Company were publicly disclosed on our corporate website (www.hurriyetkurumsal.com). Investor Relations Coordination Department, Human Resources Coordination Department, Financial Affairs and Internal Audit departments work together in coordination under the Executive Board to avert any possibility of people with access to trade secrets or insider information to use these against the Company or the investors. Criminal sanctions to be applied under such circumstances are clearly stated in the personnel regulations of the Company.
The full names and titles of individuals with access to trade secrets and insider information are as follows:
Aside from the names indicated above the following officers, although their names have not been written out, are considered as insiders;