Turcas Petrol A.Ş. (“Turcas”) pursues an effective information disclosure policy to ensure simultaneous, complete, clear and accurate dissemination of information to all related parties including domestic and foreign shareholders, investors, capital markets specialists and intermediary institutions within the framework of the provisions of the related laws and the Capital Market Legislation. In implementing the information disclosure policy, necessary information and explanations other than trade secrets must be disclosed to all stakeholders, shareholders and investors in particular, promptly, accurately, completely and intelligibly.
Turcas’ public disclosure practices are based on the Capital Market Law and Regulations, regulations of the Capital Markets Board (CMB) and the Borsa Istanbul (BIST) as well as the Corporate Governance Principles of the Capital Markets Board.
The Information Disclosure Policy of Turcas Petrol A.Ş. was formulated as per Article 17 of the Capital Markets Board’s Communiqué No: II-15.1 regarding Public Disclosures and is made available to all stakeholders through the Turcas website (www.turcas.com.tr).
Turcas’ Information Disclosure Policy has been formulated by the Board of Directors. The oversight, supervision and improvement of the public disclosure and information dissemination policy of Turcas are under the authority and responsibility of the Board of Directors. Investor and Shareholder Relations Unit, under the supervision of Finance Directorate, is in charge of coordinating the information disclosure function. The related personnel execute their responsibilities in close cooperation with the Audit Committee, Corporate Governance Committee and the Board of Directors.
Information disclosures are made via disclosure tools such as Public Disclosures, Financial Statements and Reports, Annual Reports, the Company website, Informative Letters and Press Releases.
The methods and vehicles of public disclosure as per the Capital Markets Board Regulations, provisions of the Turkish Commercial Code, and the regulations of the Borsa Istanbul are as follows:
Notifications and material event disclosures made within the scope of the Borsa Istanbul (BIST) and the Public Disclosure Platform (PDP);
Financial statements and notes to these financial statements, independent audit report, statements, and annual reports transmitted to the BIST via the PDP. These reports are also published on the Company’s website (www.turcas.com.tr) to facilitate access on demand;
Ads and announcements (e.g. Prospectus, Circular, Invitation to the General Assembly meetings) published in the Turkish Trade Registry Gazette and daily newspapers;
Press releases made through print and visual media upon the occurrence of significant events during the year;
Annual reports (these reports are published both in print form and electronically on the Company’s website for the information of interested parties);
The Company’s website (www.turcas.com.tr);
Face-to-face or teleconference meetings with investors and analysts;
Announcements made via the communication methods and means such as telephone, electronic mail, post letter and fax.
Material event disclosures are prepared by Investor and Shareholder Relations Unit; signed by the members of the Board of Directors or executives with the necessary signature authority; and transmitted electronically as PDP disclosures. Confirmation that they have been published as PDP disclosures are made.
The annual report is drafted in compliance with the Capital Market Law and Regulations and the Corporate Governance Principles of the Capital Markets Board. After the approval of the Board of Directors, the annual report is disclosed to the public on the Company’s website.
It is also published in print for delivery to the relevant parties.
Financial statements of Turcas are prepared pursuant to the provisions stipulated by the Capital Markets Board and disclosed to the public after they are independently audited in accordance with the International Standards on Auditing (ISA). Before disclosure to the public, financial statements and the accompanying notes are presented to the Board of Directors for approval pursuant to the Capital Market Law and Regulations upon consent of the Audit Committee. After the statement of accuracy letters that are drafted by the Accounting Department are signed by the Board of Directors, the financial statements and the accompanying notes as well as the independent audit report and interim activity report, if any, are transmitted electronically as a PDP disclosure. Confirmation that they have been published as PDP disclosures is made.
From time to time, the Company may provide guidance about its expectations for sales, productivity, market share, income generation capability, profitability, debt, equity ratio and similar metrics for the future as part of the Company’s strategic objectives. Accordingly, the Company’s CEO / General Manager and CFO / Finance Director are authorized to announce financial expectations while the Company’s Chairman, CEO / General Manager, CFO / Finance Director and Electricity and Gas Group Director are authorized to announce expectations regarding investments. Expectations for the Future (information shared with investors on future plans and projections or future operations, financial situation and performance of the Company) can be disclosed four times in a year at maximum in principle following the announcement of quarterly financial statements. Mentioned expectations may be announced via PDP or investor presentation and annual report published on Company’s web site. It is clearly stated that these announcements are made based on certain assumptions and that they may differ from the actual results. In the event that changes occur with regard to future expectations or it becomes clear that the previously provided expectations will not materialize, a public disclosure is made immediately using the same vehicles. Investor and Shareholder Relations Unit is in charge of disclosing this information and they execute their responsibilities in close cooperation with the Audit Committee and the Board of Directors.
The Turcas website (www.turcas.com.tr) is actively used in public disclosures. Explanations published on the Company’s website do not take the place of notifications and material event disclosures mandated by the provisions of the Capital Market Law and Regulations. All disclosures made to the public by Turcas are also published on the website. The website is maintained both in Turkish and in English, in the form and with the contents as stipulated in the Corporate Governance Principles of the Capital Markets Board.
Pursuant to the Capital Market Law, the Turkish Commercial Code, and the Company’s Articles of Association, announcements regarding the General Assembly meetings, annual balance sheet and income statement, and capital increases are published in the Turkish Trade Registry Gazette and in daily newspapers.
The Company’s Board of Directors provides controlled news flow to the print and visual media on significant developments that occur during the year, and public is informed in detail. This disclosure may also be made by way of a press conference depending on the nature of the developments.
The Company evaluates the questions and information requests regarding various developments and general outlook transmitted by the press in writing and always provides a response, whether affirmative or negative.
The persons who shall have administrative responsibility and regular access to insider information are designated according to the scope of the related information. Accordingly, managers and other personnel who do not possess information significant enough to impact the value of capital markets instruments or the investment decisions of investors, in other words, who have detailed information on merely a part of the Company but have only limited information on the entirety of the Company, are not considered to have administrative responsibility or regular access to insider information. However, members of the Board of Directors, Senior Executives (Chairman (CEO / General Manager) and Members of the Executive Board and Company Directors) and Authorized Managers, since they have detailed information on the current operations of the entire Company as well as its future plans, are considered to be the persons who have administrative responsibility and regular access to insider information.
Insider information disclosures of the Company are prepared by the Investor and Shareholder Relations Unit. Insider information disclosures are usually signed by two officers from among the Members of the Board of Directors and Authorized Managers. The names, authorities and titles of these officers are posted on the Company’s website. The disclosure is updated when a change occurs with respect to these persons. The list of people who have access to the Company’s insider information is documented and maintained in writing in order to be presented to the Capital Markets Board or to the Borsa Istanbul upon their request in accordance with Capital Markets Board’s 7th article of Communique no: II-15.1.
The Company’s employees are informed about their responsibilities to protect the confidentiality of non-public insider information that they may come to possess while performing their duties within the Company or carrying out tasks or transactions on behalf of the Company, to refrain from using such information to advance their own or third parties’ interests, and to avoid disclosing such information to third parties without the permission to do so.
If any employee of the Company detects that previously undisclosed significant and special information has been disclosed to the public unintentionally or knows about the existence of such a situation, he/she shall immediately notify the case to Investor and Shareholder Relations Unit. In such case, the Investor and Shareholder Relations Unit shall draft an Insider Information Disclosure per the provisions of the Capital Markets Board’s Regulations and oversee its transmission to the Borsa Istanbul.
In addition, in conformity with the regulations of the Capital Markets Board, Investor and Shareholder Relations Unit maintains a list of people who work for the Company, via an employment contract or other means, and who have regular access to insider information; this list is updated as changes occur. The list of persons with access to insider information, as well as the updates made to the list, is sent to the Capital Markets Board or to the Borsa Istanbul upon their request. All persons on this list are informed about their obligation to protect the insider information and to abide by the rules of confidentiality.
The Company may postpone the public disclosure of insider information in order to prevent its legal interest from impairment, bearing all the related responsibilities; provided that this shall not mislead the public and the Company shall be able to ensure confidentiality of this insider information. As soon as the reasons for the postponement of the public disclosure of the insider information are eliminated, this information shall be disclosed to the public in accordance with the applicable laws and regulations. The disclosure letter shall indicate the postponement decision and the underlying reason for it.
Postponement of the public disclosure of insider information in the Company is subject to a resolution of the Board of Directors or the written consent of the any person authorized by the Board of Directors. This resolution shall entail the postponed insider information, the impact of the postponement on the protection of the Company’s legal rights, a statement that the postponement does not run the risk of misleading the investors, as well as the measures being taken to protect the confidentiality of this information throughout the duration of the postponement.
All necessary measures are taken in order to protect the confidentiality of the information disclosure that is being postponed. In the event that speculative rumors come about regarding the information disclosure that is being postponed during the postponement period due to the fault of the person(s) responsible for protecting the confidentiality of the information, or some of the details are disclosed to the public in any way and the confidentiality of the information cannot be maintained, the information confidentiality of which cannot be protected, shall be publicly disclosed immediately. However, if the speculative rumors arise to no fault of the Company, then the postponement can be continued.
Members of the Board of Directors may not utilize Company’s non-public confidential information and/or trade secrets to benefit themselves or third parties, and may not provide inaccurate or misleading information or spread misleading news about the Company.
The Board of Directors takes and implements necessary measures in order to prevent the disclosure of this information outside of the Company by the other employees of the Company.
In principle, the Company does not offer an opinion on the rumors circulating in the market and/or on the internet. However, in the event that the news reports and rumors not originating from the Company have the capability to impact the Company’s share price and are different in content from the material event disclosures and the information disclosed to the public through such documents as prospectuses, circulars, and financial reports, the Company makes an insider information disclosure without waiting for a warning, notification or request from the Capital Markets Board or the Borsa Istanbul inquiring about the accuracy and sufficiency of such news and rumors.
Requests received from the print and visual media and from various media outlets are evaluated by the Company’s Corporate Communications Department. All events and arrangements concerning the requests are also performed by the Company’s Corporate Communications Department.
In these visual and written press releases, the material event disclosures that need to be publicly disclosed pursuant to the related communiqués of the Capital Markets Board are announced to the public electronically before these press releases are made.
The Investor and Shareholder Relations Unit was established to carry out the communication between the Company and its investors as prescribed by the related communiqués of the Capital Markets Board. These departments respond to oral and written requests of the investors except for the non-public and confidential information and trade secrets. In addition, meetings or teleconferences are organized from time to time during the year in order to inform domestic and foreign investors.
The Company does not review, confirm, acknowledge, take responsibility for or publish on its website any analyst reports issued by various firms. However, only in certain cases and under limited circumstances and upon request, some analyst reports may be reviewed in order to prevent the public from being misinformed and misled, provided that only public and historical information is used.
Material event disclosures are made, and also published on the Company’s website, with respect to the Company’s shareholders and for the following matters finalized upon a resolution of the Board of Directors:
i. Meeting date, time, location and agenda of the Ordinary and Extraordinary General Assembly Meetings as well as and the way the shareholders shall exercise their rights to attend the General Assembly Meetings, the voting procedure or proxy voting conditions,
ii. The outcomes of the General Assembly Meetings and the list of attendees regarding total number of shares and total voting rights of the attendees,
iii. Dividend payments, rights issues and bonus issues, and announcements regarding the exercise of the right to acquire new shares in rights issues.
In the event that any change occurs in this information disclosure policy, changes and the reasons thereof are ratified by the Board of Directors and then disclosed to the public.