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| Corporate Governance |
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Shareholders
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2. Investor Relations Unit
2.1. All provisions of applicable legislation, the Articles of Association and other Company policies regarding the exercise of shareholders’ rights are being complied with and every precaution is being taken to ensure the exercise of these rights. 2.1.1. In accordance with the provisions of the Company’s Articles of Association, an “Investors Relations Unit” was established under the Corporate Governance Committee and under the supervision of the chairman of that committee, to manage relationships between the Company and its shareholders and to ensure that shareholders can fully exercise their right to information. Main duties of this unit are: » to ensure that shareholder records are accurate, safe and up-to-date, » to respond to written requests for information by all shareholders in accordance with applicable legislation, » to observe that General Meetings of Shareholders are held in compliance with relevant procedures, » to prepare the documents to be submitted to shareholders at General Meetings of Shareholders, » to take the necessary precautions to ensure that the minutes of the meetings are kept properly,to ensure that all public disclosures are made properly. The Investor Relations Unit makes its best eforts to use electronic means of communication and the Company’s website in all its activities. 2.1.2. The Company’s Investor Relations Unit is comprised of the following persons: Investor Relations Coordinator Suzi Apalaçi Dayan, Corporate Governance and Investor Relations Manager İnci Şencan, Doğan Yayın Holding A.Ş. Capital Markets and Corporate Governance Coordinator Murat Doğu, Doğan Yayın Holding A.Ş. Investor Relations Coordinator Alpay Güler, Financial Afairs Manager Halil Özkan. Contact information for the Investor Relations Unit is as follows: Hürriyet Gazetecilik ve Matbaacılık A.Ş. (Headquarters) Hürriyet Medya Towers 34212 Güneşli, Istanbul Phone: +90 212 677 00 00 Fax: +90 212 677 01 82 http://www.hurriyetkurumsal.com Investor Relations Unit Suzi Apalaçi Dayan Investor Relations Coordinator Phone: +90 212 449 60 30 e-mail: sapalaci@hurriyet.com.tr İnci Şencan Financial Control and Investor Relations Manager Phone: +90 212 449 65 54 Fax: +90 212 677 08 92 e-mail: yatirimciiliskileri@hurriyet.com.tr 2.1.3. 40% of the Company’s shares are traded on the ISE. The Company is one of the ISE’s leaders in terms of foreign ownership. Consequently, the Company is frequently invited to meetings hosted by foreign institutional investors. 2.1.4. All of Hürriyet shares are included in the Central Registry Agency system. Formalities related to the Central Registry Agency are managed by the Company internally. 2.1.5. Maximum care is taken to reply to inquiries in accordance with applicable legislation and the Articles of Association. To the best of the Company’s knowledge, no written or verbal complaints concerning the exercise of shareholders’ rights were received in 2008, nor were there any ofcial investigations launched against the Company. back to top
Exercise of Shareholders’ Right to Information 3.1. the Company does not discriminate against diferent groups of shareholders in terms of their rights to information. 3.1.1. All necessary information and documents to ensure the proper exercise of shareholders’ rights are available on the Company’s website at www.hurriyetkurumsal.com. 3.1.2. Several written and verbal requests for information were received from shareholders in 2008. These requests were responded to without delay, under the supervision of the Investor Relations Unit and in accordance with capital markets legislation. 3.1.3. The Articles of Association do not yet provide for an individual’s right to appoint a special auditor. However, this right might be included in the Articles of Association in the future, depending on changes in relevant legislation. No special auditors were appointed during the reporting period. 3.2. in order to improve the shareholders’ right to obtain information, any information that might afect the exercise of these rights is made available to shareholders electronically and without delay. back to top
4. Information on General Meetings of Shareholders 4.1. All of the Company’s shares are registered shares. the transfer and reissue of these shares is subject to Article 9 of the Articles of Association. 4.2. the Articles of Association do not specify a timeframe for entering shareholders into the stock ledger, with a view to ensuring the participation of holders of registered shares in General Meetings. 4.3. in accordance with the relevant amendment to the Articles of Association, a document containing agenda items is prepared and announced to the public prior to the General Meeting of Shareholders. 4.3.1. In accordance with applicable legislation, the General Meeting of Shareholders is announced at www.hurriyetkurumsal.com at least 21 days in advance and advertisements are published in Hürriyet and Referans, to ensure maximum participation by shareholders. 4.3.2. All announcements comply with the CMB Principles. 4.3.3. Following the announcement of the General Meeting of Shareholders, the following documents are made available to all shareholders at the Company’s headquarters, branches and websites: The annual report, fnancial statements and reports, dividend distribution proposals, the agenda of the General Meeting of Shareholders, any documents supporting the agenda and the most recent version of the Articles of Association, any amendments and their reasons. 4.3.4. No important changes occurred in the Company’s management or operational organization during the accounting period and no changes are expected in the near future. Any such changes will be disclosed to the public in accordance with applicable legislation. 4.3.5. Prior to the General Meeting of Shareholders, forms of proxy statements are made available on the website for those desiring to be represented by proxy. 4.3.6. Prior to the General Meeting of Shareholders, the voting procedure is announced to shareholders on the website and through announcements in newspapers. 4.3.7. In 2008, shareholders did not request any additions to the agenda. 4.4. The meeting procedure for the General Meeting of Shareholders ensures maximum participation of shareholders. 4.4.1. General Meetings of Shareholders are designed to prevent any inequalities among shareholders and are held in the most economical and least complicated manner possible. 4.4.2. General Meetings of Shareholders are held at the Company’s headquarters. An amendment to the Articles of Association allows for meetings to be held at another location in the city where most of the shareholders are residing. Any future requests in this regard will be duly considered. 4.4.3. The venue of General Meetings of Shareholders facilitate maximum participation of shareholders. Ordinary General Meetings of Shareholders are held within the statutory timeframes following their announcement. The Ordinary General Meeting of Shareholders to discuss the activities of the year 2007 was held on May 29, 2008, within the statutory timeframe. 2008 Financial statements were announced at the end of the 15th week (April 8, 2009) following the end of the accounting period. In other words, the meeting will be held in full compliance with applicable capital markets legislation and the spirit of the principles. The Extraordinary General Meeting of Shareholders held on May 20, 2009, is compliant to all declaration dates. 4.4.5. Unless otherwise decided by the General Meeting of Shareholders, all General Meetings are open to media members and interested parties. However shareholders or proxies who attend a General Meeting of Shareholders without an entrance card are not entitled to speak and vote at the meeting. 4.5. At the General Meeting of Shareholders, agenda items are explained in an unbiased, detailed and clear manner and shareholders are allowed to explain their views, ask questions and discuss related issues in a democratic environment. 4.5.1. Minutes of General Meetings of Shareholders are made available at www. hurriyetkurumsal.com. 4.5.2. Only one General Meeting of Shareholders was held in 2008. At the Ordinary General Meeting of Shareholders of May 29, 2008 where 2007 operations were discussed, 61,73% or 259,902,043 shares out of the 421,000,000 shares of the Company were present. No new suggestions or questions on agenda items were raised by shareholders or their proxies. 4.6. According to the Articles of Association, a decision of the General Meeting of Shareholders is required for changes in shares, the acquisition and/or sale of assets in excess of 10% of total assets of the Company, the leasing or renting of such assets, grants and donations made as per Article 3 of the Articles of Association, sureties and similar guarantees issued in favor of third parties. the General Meeting of Shareholders may authorize the Board of Directors for such actions in advance, provided that it specifes an upper limit. back to top
5. Voting Rights and Minority Rights 5.1. The Company avoids any act that might compromise the exercise of voting rights. All shareholders are allowed to exercise their voting rights in the easiest and most convenient way. 5.2. The Company does not have any preferential shares or classes of shares. 5.3. Each share is entitled to one vote. 5.4. There exist no provisions that postpone voting rights until a specifc date following the acquisition of a share. 5.5. The Articles of Association do not contain any provisions that prevent a non-shareholder to vote as a proxy. 5.6. In the event the benefcial interests and rights of disposal of a share belong to diferent persons, they may have them represented as they deem ft, upon mutual agreement. However, if they fail to agree, the right to participate in and vote at the General Meeting of Shareholders shall be given to the benefcial owner. 5.7. The Company’s capital does not involve any cross-shareholding. 5.8. Minority rights are granted to shareholders who own at least 5% of the capital (Article 32 of the Articles of Association). 5.8.1. Utmost care is taken in relation to the exercise of minority rights. No criticisms or complaints were voiced in this regard in 2008. 5.9. the Articles of Association do not provide for cumulative voting. the advantages and disadvantages of this practice are assessed in view of changes in relevant legislation. back to top
6. Dividend Policy and the Timing of Distributions 6.1. The Company’s dividend policy has been designed in accordance with the relevant Capital Markets legislation and the provisions of the Articles of Association. 6.2. Dividends are distributed within the timeframe prescribed by the legislation and as soon as possible after the General Meeting of Shareholders. 6.2.1 In view of the consolidated fnancial statements prepared in line with the International Financial Reporting Standards (IFRS) reporting a “Net Distributable Proft” of TL 77,522,212; it has been resolved unanimously in the Ordinary General Shareholders Assembly meeting of May 29, 2008 to adopt verbatim the proft distribution proposal of the Board of Directors publicized by the ISE Daily Bulletin dated May 1, 2008, thereby to distribute to shareholders TL 39,000,000 corresponding to 9.26366% of the Company’s issued capital in bonus shares and to add the remaining sum to extraordinary reserves. 6.3. According to the Company’s Articles of Association, the Board of Directors is entitled to distribute dividends in advance, provided that it is authorized by the General Meeting of Shareholders in this regard and further provided that this complies with Article 15 of the Capital Markets law and the regulations issued by the Capital Markets Board. The authorization granted by the General Meeting of Shareholders to the Board of Directors to distribute dividends in advance is restricted to the corresponding year of the Board’s authorization. Until the advance dividend payments of the previous year are fully settled, further advance payments cannot be made and decisions to distribute dividends cannot be made. 6.4. the Company determines its dividend policy in accordance with the relevant provisions of the turkish Commercial Code (tCC), the Capital Markets law, regulations and resolutions of the Capital Markets Board (CMB), tax laws, other applicable legislation and its Articles of Association. Accordingly; 1- In principle; minimum 50% of “net distributable proft” based on Financial Statements prepared in line with International Financial Reporting Standards (IFRS) and Capital Market Board Regulations are distributed, 2- In case of an intention to distribute 50% to 100% of the “net distributable proft,” the dividend payout ratio is determined considering the fnancial structure and budget of the Company. 3- Dividend distribution proposal is made public taking into consideration legal time frames and following the Ordinary General Assemblies of subsidiaries and afliates included in the Company’s consolidated fnancial statements. 4- In the event that the “net distributable proft” based on fnancial statements prepared in line with the Turkish Commercial Code and Tax Laws is; a. Lower than the amount calculated according to Article 1, the amount calculated within the framework of this article (Article 4) is applied and all the distributable amount is distributed, b. Higher than the amount calculated according to Article 2 is the guideline for the action tobe taken. 5- In the case that there is no distributable proft based on fnancial statements prepared in accordance with the Turkish Commercial Code and Tax Laws, no dividend distribution is made even if there is a “net distributable proft” based on fnancial statements prepared in accordance with IFRS and Capital Markets Legislation. 6- In the case that the “net distributable proft” is below 5% of the Company’s issued capital, it may be decided not make any dividend distribution. 7- Dividend distribution is evaluated in the presence of investment plans that require considerable fund outfow, events that may afect the Company’s fnancial structure and uncertainty and adverse developments in the economy and market conditions. 6.5. In accordance with the January 27, 2006 decision of the CMB, the dividend policy of the Company was revised for 2006 and onwards. information about this policy was provided at the General Meeting of Shareholders and was also publicly announced. 6.6. The Company’s dividend policy is stated in its annual report and publicly announced on its website. back to top
7. Transfer of Shares The Articles of Association do not contain any provisions that restrict the free transfer of shares by shareholders. back to top
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