OBJECTIVE
The purpose of the disclosure policy is to share information concerning Koç Holding A.Ş.’s past performance, future expectations, strategies, targets and vision, excluding any trade secrets, in light of the Group strategy, equally with the relevant authorities, current and potential investors and stakeholders. The policy aims at announcing Koç Holding A.Ş.’s financial statements in an accurate, fair, timely and detailed manner as per the generally accepted accounting principles and Capital Markets Regulations and providing a constant, efficient and open communication platform through the investor relations and corporate communications departments.
Koç Holding A.Ş. applies an active and transparent disclosure policy and acts in compliance with Capital Markets Board (CMB) and Istanbul Stock Exchange (ISE) Regulations in matters relating to informing the public and aims at implementing the most efficient disclosure policy within the scope of CMB Corporate Governance Principles.
RESPONSIBILITY
The Board of Directors is responsible for preparing, overseeing and updating the Disclosure Policy. The Disclosure Policy, which is approved by the Board of Directors, is presented to the shareholders at the General Assembly Meeting and shared with the public on our website.
TOOLS USED IN COMMUNICATING WITH THE INVESTORS
Methods and Tools
Within the framework of CMB and ISE Regulations and provisions of the Turkish Commercial Code, Koç Holding A.Ş. uses the following methods and tools for informing the public and defining its disclosure policy:
– Material disclosures sent to the ISE
– Periodic financial statements sent to the ISE
– Annual reports and interim reports
– Corporate website (www.koc.com.tr)
– Informatory documents and presentations prepared for the investors
– Investor meetings
– Prospectus, circular, announcements and other documents that are required by the Capital Markets Regulations
– Press releases in the printed or visual media
– Announcements and notices that are published in the Turkish Commercial Registry Gazette and daily newspapers
Spokespersons
In principle, with the exception of the forms, declarations and reports signed in accordance with the signature circular, the announcements and disclosures on behalf of Koç Holding A.Ş. using the above stated methods and tools can be made by the Members of the Board of Directors, CEO, CFO, the President of Corporate Communications and Information Technology Group or the President of Strategic Planning Group.
In addition, the Investor Relations Department can communicate on behalf of Koç Holding A.Ş. in promoting Koç Holding vis-à-vis current and potential individual and institutional investors and intermediary institutions both in Turkey and abroad; responding to information requests coming from analyst and research staff and answering questions received within the scope of investor relations.
Information and Promotion Documents Prepared for the Investors
An Investor Relations Department has been established under the Strategic Planning Group at Koç Holding A.Ş. to manage the relations with both current and potential investors and analysts, respond to investor inquiries in the most efficient manner and carry out activities to reach the fair value. Relations with the stakeholders are carried out in coordination with the Investor Relations Department.
The Executive Management of Koç Holding A.Ş. and Investor Relations Department meet frequently with intermediary institutions, analysts and investors to promote Koç Holding A.Ş.’s operational and financial performance; vision, strategy and goals and the value Koç Holding creates for its investors, in the best possible manner.
Investor Relations Department aims to inform investors in the best possible way through investor tools such as presentations, investor bulletins, Q&A documents, company website, annual report, teleconferences and web-casts, investor meetings, etc. and ensures that all such tools are prepared, published and updated in compliance with the legislation.
Investor Relations officers endeavor to facilitate all meeting requests received during the year, regularly attend conferences organized in Turkey and abroad and hold one-on-one meetings with investors. These meetings are also attended by the President of Strategic Planning Group, CEO and CFO periodically, enhancing the communication between shareholders and potential investors and our Executive Management. In order to ensure effective financial communication, presentations are prepared on a quarterly basis on the financial results and analyst meetings or teleconferences and web-casts are organized with the attendance of the Investor Relations Coordinator, President of Strategic Planning Group, CFO and from time to time the CEO to answer the questions received from investors and analysts.
The company website, which is updated regularly, and the informative documents shared with the stakeholders through the website aim to facilitate easy access to investor relations tools and the close monitoring of the developments in the Turkish economy and Koç Group by the stakeholders and the analysts. Detailed information has been provided below on the annual reports and the website contents.
From time to time, analyst reports are shared on the website, with the prior consent of the relevant analyst, to provide investors with a different viewpoint. Koç Holding A.Ş. is not in a position to review, verify or approve analyst reports or models. However, if requested, in order to avoid misinforming the public, Koç Holding A.Ş. can control the analyst reports before they are published to ensure that historical and public information used in the reports are correct.
The foremost objective of the Investor Relations Department is to carry out the mutual relationship between the company and stakeholders in the most efficient manner. Within this context, the Investor Relations Department assumes a bridge function between the Executive Management and stakeholders. The Department conveys Koç Holding A.Ş.’s investment messages to the investors while providing periodic reporting to the Executive Management on the evaluations and feedback received from the stakeholders, thereby facilitating a two-way communication.
POLICIES PERTAINING TO MATERIAL DISCLOSURES
Responsibility
Finance Group is authorized and responsible for carrying out Koç Holding A.Ş.’s material disclosures obligation, in coordination with the Legal Department.
Material disclosures are sent to the ISE after being signed by the CEO and CFO in principle. The disclosures are published in the website in Turkish and English.
List of Individuals with Administrative Responsibility
Members of Koç Holding A.Ş.’s management and audit organs; individuals who are directly or indirectly in a position to have consistent access to insider information on Koç Holding A.Ş. and who, at the same time, have the authority to make administrative decisions on Koç Holding A.Ş.’s future development and commercial objectives are on the list of individuals with administrative responsibility.
Individuals who have consistent access to insider information and who, at the same time, are authorized to make administrative decisions are the members of the Board of Directors, Legal Auditors, Presidents, Directors and the General Secretary.
Up-to-date information on these individuals is provided on Koç Holding A.Ş.’s website.
Procedure to Be Followed In the Case of Press News
Tracking Mechanism
Koç Holding A.Ş. tracks news that is published on Koç Group in important national media through a media tracking agency. Within this context, every morning, the news is distributed to Koç Groups’s senior management, investor relations departments and corporate communications departments. In addition, news published on Koç Group in Reuters is monitored.
Performing the Liability to Validate
In the case of news appearing in public or the press about Koç Holding A.Ş., which are not sourced by persons who are authorized to represent the company, that may potentially affect the investment decisions or the price of the capital market instruments, an announcement is made as to whether this information is correct or sufficient.
If the news does not have significance in terms of insider information, in principle no announcement is issued. However, Corporate Communications Department evaluates whether there is value added in making an announcement on such a subject, which does not require the issuance of a material disclosure as per the Communiqué.
Unfounded News and Rumors
In principle, Koç Holding A.Ş. does not comment on news that clearly appear not to be sourced from Koç Holding A.Ş., or that clearly appear to be gossip, rumor and unfounded. However, if deemed necessary, Koç Holding A.Ş. may decide to comment on such unfounded news in order to protect the interest of the shareholders.
News Pertaining to Information Whose Announcement is Postponed
In principle, if there is news appearing on the media on information, the announcement of which is postponed to protect the lawful interests of Koç Holding A.Ş., despite all measures that have been taken to protect the confidentiality of the subject information, Koç Holding A.Ş. remains silent. However, Koç Holding A.Ş. may decide to make an announcement if deemed necessary to protect the interest of the company and the investors.
In the postponement stage, no further comments are made and no statements are issued that contradict the information. It may be expressed that no information will be provided on the process and that the public will be informed when the developments are clarified.
Measures to Protect Insider Information until Public Announcement
Koç Holding A.Ş. employees who are in a position to have insider information and the other relevant parties are informed about their liability to protect insider information between the time when the information subject to a material disclosure develops until it is announced to the ISE.
As a general principle, Koç Holding A.Ş. and the persons who work in the name and on account of Koç Holding A.Ş. cannot, by any means, share information that is not publicly available and that may qualify for a material disclosure, with third parties. If it is determined that insider information has unintentionally been shared by these people with third parties, if it is concluded that the confidentiality of the information cannot be protected, within the scope of Capital Market legislation, then a material disclosure is made.
If the public disclosure of such information is postponed, a list is drawn up including the names of the persons who have access to the subject information at the time of postponement and “Koç Holding A.Ş.’s List of Individuals Who Have Access to Insider Information” is updated accordingly. The necessary work is completed to inform these people and the other parties who have access to the subject information and reasonable precautions are implemented.
Public Disclosure of Financial Statements
Koç Holding A.Ş.’s financial statements are prepared in accordance with International Financial Reporting Standards within the scope of CMB regulations. As per the International Audit Standards, annual and semi-annual financial statements are independently audited and publicly announced.
Prior to public disclosure, financial statements and footnotes, prepared according to CMB regulations are approved by the Audit Committee and submitted to the Board of Directors for approval. After the attestation has been signed, the financial statements, footnotes and the independent auditor’s report are submitted to the ISE in accordance with the Capital Markets Law and ISE regulations.
Historic financial statements and footnotes are available on Koç Holding A.Ş. Investor Relations website.
ANNUAL REPORT
The contents of the annual report are prepared as per international standards, CMB regulations and CMB corporate governance principles. Following preparation by the Investor Relations Department, the annual report is submitted to the Board of Directors for approval and publicly disclosed on the website at the latest three weeks prior to the General Assembly Meeting. The annual report is available on the website in Turkish and English. Printed copies may also be obtained from Koç Holding A.Ş. Corporate Communications and Investor Relations departments.
In addition, the quarterly interim reports are publicly disclosed via the ISE and shared with the investors on the website.
CORPORATE WEB SITE
Corporate Communications Department is responsible for coordinating the preparation of Koç Holding A.Ş.’s website. The content of the website is prepared in a way to provide various information that all stakeholders will find useful. A separate section is available for stakeholders and investor relations, the content of which is defined by the Investor Relations Department. This sections functions as a platform where detailed, comprehensive and up-to-date information used by the investors, shareholders and analysts in conducting company valuations and monitoring the company and share price performance can be accessed.
Investors can track the upcoming conferences and investor meetings that Koç Holding A.Ş. will attend on the website and the investor presentation that will be used in the meetings is published on the website on the day the conference starts, to ensure simultaneous information sharing with all parties. Furthermore, teleconferences are aired via web-casting to facilitate a wide participation and the replay and full transcript, including the Q&A session, is made available on the website thereafter. Most of the information on the website is available in both Turkish and English. In addition to current information, analyses, evaluations and historic information and statistics are also available.
ANNOUNCEMENTS PERTAINING TO THE EXERCISE OF SHAREHOLDER RIGHTS
Within the scope of Capital Markets regulations, shareholders are informed about the general assembly meetings, capital increases, dividend payments, mergers and split-offs through the use of prospectus and announcements.
The subject documents are published on Koç Holding A.Ş. website, in addition to the media foreseen in the regulations, to facilitate easy access to investors.