2021 Sustainability Report
Our corporate sustainability strategy ensures that the continuity of our activities and practices in this area aligns with the Capital Markets Board (CMB) Corporate Governance Communiqué Principles. We conduct our operations with an accountable, transparent, fair, and responsible approach. The principles we have adopted are reflected in our efforts in the field of sustainability. We transparently share the performance values obtained from our actions with the public and our stakeholders.
Our sustainability-oriented management approach has been adopted by the CEO and all members of the Board of Directors. Tofaş Board of Directors consists of ten members. While two of these members are independent, the Chairman and the CEO are different people. The CEO reports directly to the Board of Directors as the sole executive officer. The Board of Directors, which carries out the business and administration of the company, consists of an even number of persons between eight and twelve. The General Assembly elects them within the framework of the provisions of the Turkish Commercial Code and the regulations of the Capital Markets Board.
The quorum for meetings and decisions in the Board of Directors is ensured by all members’ participation and affirmative votes. To achieve this quorum, the attendance and affirmative votes of at least 2 (two) non-independent members nominated by A Group shareholders and at least 2 (two) non-independent members nominated by D Group shareholders are required. The obligations imposed by the Corporate Governance Principles and the Capital Markets Board are reserved.
Half of the members to be elected to the Board of Directors must be selected among the candidates nominated by the A Group shareholders and the other half by the D Group shareholders. One of the candidates nominated by A and D Group shareholders must have the independence qualifications defined in the Capital Markets Board regulations.
The number and qualifications of the independent members to take office in the Board of Directors are determined according to the regulations of the Capital Markets Board regarding the Corporate Governance Principles. While the Audit Committee consists entirely of independent members, 40% of the Corporate Governance Committee and half of the Early Detection of Risk Committee are composed of independent members. Members of the Board of Directors, who can be elected for a maximum of three years, can be re-elected if their term of office has expired.
Title of Partners |
Stock Group |
Share Amount (TL) |
Voting Rights |
Share Percentage |
Stellantis |
D |
189,279,856.87 |
18,927,985,687 |
37.8560 |
Koç Holding Inc. |
A |
187,938,121.26 |
18,793,812,126 |
37.5876 |
Temel Trade and Investment Inc. |
A |
175,693.44 |
17,569,344 |
0.0351 |
Koç Family |
A |
1,166,042.17 |
116,604,217 |
0.2333 |
Other Partners |
E |
121,440,286.26 |
12,144,028,626 |
24.2880 |
|
|
500,000,000.00 |
50,000,000,000 |
100 |
The shareholders present at the Ordinary and Extraordinary General Assembly meetings use their voting rights in proportion to the nominal value of their total shares. At the General Assembly meetings, the votes are cast openly, but vote by secret ballot is preferred the request of the shareholders holding at least one-twentieth of the shares represented in the meeting.
Tofaş adopted the registered capital system following the provisions of the Capital Markets Law and switched to the registered capital system with the permission of the Capital Markets Board dated 8.1.1991 and numbered 532. The registered capital ceiling of the company granted by the Capital Markets Board is TL 1,000,000,000 (one billion Turkish liras) and is valid for the years between 2021 and 2025 (5 years). The Board of Directors, from 2021 to the end of 2025, is authorized to take decisions on the issuance of privileged, premium or below par value shares to increase the issued capital by issuing new shares up to the registered capital ceiling when deemed necessary following the provisions of the Capital Market Law.
As Tofaş, we aim to maintain diversity in terms of age, gender, race, nationality, and ethnicity among the candidates of the Board of Directors. You can review our Board of Directors Diversity policy, which came into effect on January 31, 2022, at tofas.com.tr/Sustainability/Policies/.
The wage policy established by Tofaş for senior executives and members of the board of directors is determined as a fixed fee at the annual General Assembly meeting, valid for all members of the Board of Directors. Payment plans based on the company’s performance are not used in the compensation of Independent Board Members. Senior Executive salary consists of two components: fixed and performance-based. Fixed fees are determined by factors such as macroeconomic data in the market, wage policies prevailing in the market, size of the company, long-term goals and positions of individuals. Performance-based wages are divided into two which are individual and company performance evaluations. For the wages determined according to the company’s performance, sustainability of success and improvements compared to previous years are among the principles considered when determining company targets.
As Tofaş, we have developed an equal opportunity employment policy and a succession plan for all critical managerial positions. This succession plan, which we have implemented, is submitted to the approval of the Chairman of the Board of Directors after the CEO approves it.
While we strengthen all our activities in terms of continuity and efficiency, we ensure the security of our reports with our work in the field of internal audits. We establish effective control mechanisms with a responsible and sustainable management approach. The effectiveness and functioning of the internal audit systems are evaluated by the Audit Committee, which reports to the Board of Directors. As a result of the evaluation, the actions taken for improvement are reported to the Board of Directors by the Audit Committee.
Risk management, ensuring the functionality of early warning and control systems, determining and managing strategic trends, establishing corporate goals, complying with corporate governance principles, following and achieving targeted performance in this area are included among the duties of the CEO and senior management.
As Tofaş, within the framework of our approach to sustainability, we prioritize environmental, social, and economic values for our employees and all stakeholders in our sphere of influence. We approach all our activities with a lifelong perspective to convey sustainability awareness to our stakeholders and to effectively apply the relevant values in our business processes. Within the framework of responsible governance, we have created a management model that comprehensively evaluates risks by adopting environmental and social values, which are the main components of sustainability.
All members of the board of directors and CEO, especially our Chairman of the Board of Directors, act with an awareness of the importance of sustainable management. This understanding is reflected in business processes through the relevant committees. The Early Detection of Risk and Risk Management Committee is responsible for the management of the Sustainability Committee in accordance with the sustainability strategy.
Risks and opportunities are determined by all our units, employees, and other relevant stakeholders. In this context, necessary actions are taken to minimize risks. The risk owners observe the progress made from the action plans. The Early Detection of Risk and Risk Management Committee reports the activities and practices in this field to the Corporate Governance Committee or the Board of Directors, according to the degree of importance. The Board of Directors receives information about sustainability activities, and the members evaluate the issues that are on the agenda. Sustainability-related activities, supervised by the senior management, directorates, and units, are coordinated and reported by the Sustainability Team.
“Tofaş Sustainability Policy” outlines our sustainability approach and serves as a framework for successfully implementing sustainability management. The Sustainability Committee is responsible for determining and monitoring Tofaş’s strategies in this field. The reporting, which summarizes the performance results regarding sustainability management, is carried out by the Sustainability Working Group.
Our senior management structure consists of 18 employees, including the CEO, who is also a company employee.
|
2017 |
2018 |
2019 |
2020 |
2021 |
Senior Management Structure (Number) |
16 |
17 |
19 |
19 |
18 |
Gender-Based |
16 |
17 |
19 |
19 |
18 |
Female |
0 |
0 |
1 |
1 |
1 |
Male |
16 |
17 |
18 |
18 |
17 |
Age Group |
16 |
17 |
19 |
19 |
18 |
18-30 |
0 |
0 |
0 |
0 |
0 |
31-40 |
0 |
1 |
1 |
0 |
0 |
41-50 |
9 |
9 |
8 |
7 |
6 |
51-60 |
7 |
7 |
10 |
12 |
12 |
Nationality |
16 |
17 |
19 |
19 |
18 |
TR Citizen |
15 |
15 |
17 |
17 |
16 |
Foreign National |
1 |
2 |
2 |
2 |
2 |
We adopt a comprehensive approach to developing forward-looking and sustainable business models by implementing our Corporate Sustainability Policy. Our priority is to create a management model that constantly improves and creates value. We consider the social, environmental, and economic dimensions of our sustainability and social responsibility activities.
Tofaş’s Corporate Sustainability Policy reveals our responsibility to our stakeholders throughout the country, including the regions where our factory is located. We approach all our stakeholders in an inclusive manner within the framework of our sustainability approach and corporate social responsibility practices.
Among the responsibilities of the CEO and the management of the company are;
Within the scope of the Risk Management Policy, reporting is made to the Board of Directors in the field of risk management following the legal legislation and regulations. As Tofaş, we approach risk management comprehensively in economic, environmental, and social dimensions and continue our activities in line with the principles of “protecting company assets and values”, “providing commercial, financial, and operational confidence”, and “sustainability in corporate risk management”.
Tofaş management is financially, commercially, operationally, and organizationally responsible for managing corporate risks, taking and implementing all measures required by internal audit and internal control activities.
After the compensation policy of the Board of Directors and senior executives is determined, it is presented to the information of the shareholders at the General Assembly. The General Assembly information document allows the disclosure of privileged shares, voting rights, organizational changes, resumes of the members of the Board of Directors, the compensation policy of the Board of Directors and senior executives, the reports to be prepared, and the information to be disclosed three weeks before the General Assembly to our investors and shareholders.
Employment bonus can be paid to senior executives in case they leave their positions. The bonus is determined by taking into account the period of time they worked at Tofaş, the time they served as a senior manager, the contribution they made, the last target bonus before the date of leaving, and the salary and premium information paid in the previous year.
