Corporate Governance Principles Compliance Report
1. Corporate Governance Principles Compliance Declaration
Çimsa Cement Industry and Trade Inc. has shown the necessary care and attention in application of the principles set out in Corporate Governance Principles issued by the Capital Markets Board (CMB), and the works for improvement are in progress.
SECTION I – SHARE HOLDERS
2. Shareholder Relations Unit
Shareholder relations are carried out by Administrative Affairs Chief Abdullah Kaplan in the Administrative Affairs Directorate, and his e-mail address is . The written and oral information requests received from the shareholders were answered in writing or in oral form without any discrimination between partners in accordance with the Capital Markets legislation within the period. Transactions of our 4 shareholders who could not get their profit shares and could not participate in the capital increase were carried out in 2009 and the stocks were submitted to shareholders in return for reports.
3. Use of Information Rights of Share Holders
There is no discrimination between shareholders in using information and review rights in our Company. In order to expand the rights to information of share holders and provide healthy use of rights to information, the necessary information and documents, as well as financial tables are regularly updated and published within the mandatory terms of notification in Turkish and English on our Company’s corporate website ( for information of the shareholders.
During this period, 75 activity reports were requested, and the activity reports were sent to those who requestedthem by mail. Written and oral inquiries concerning the stock exchange and taxation of profit shares were answered. The developments that would interest shareholders were announced as Public Disclosures via İMKB.
There is no provision on assigning a private auditor in the Company Core Contract, and no requests were received from shareholders in 2009 concerning this subject.
The public disclosures, financial tables and other information on the company that we are obliged to send to İMKB within the context of KAP (Public Information Project) are sent electronically with signatures. TheCompany has become a member of the Central Registration Office Inc. established in order to record and monitor capital market instruments and record our company’s stocks traded on the İMKB.
4. General Assembly Information
An Ordinary Meeting of the General Assembly was held on 09.04.2009, and the meeting quorum was 74.19 %. Beneficiary applicants participated in the General Assembly by completing the necessary formalities. Invitation to the meeting is issued within the requirements stated by the Ministry of Industry and Trade, and this situation was approved by the Commissary of the Ministry. The right to direct questions in the meeting was given to shareholders and the necessary explanations were made.
An activity report was prepared and distributed to the partners who participated in the General Assembly and the partners were informed regarding the activities of the previous year. According to the suggestions submitted by shareholders, the members of the Audit Board were selected. A meeting report regarding the General Assembly is kept in Company headquarters and presented for the information of shareholders upon request. The meeting report is published in the Turkish Trade Registry Gazette.
Also, the list of participants in the General Assembly and the meeting report is published on the web site
No provisions were stated in the Core Contract on decision of the General Assembly on significant matters. This regulation was not deemed necessary since the Board of Directors represents the will of the General Assembly. The Extraordinary General Assembly convened on 28.08.2009 in order to make the amendments needed in the Company Core Contract and approved the amendments. The meeting quorum of the General Assembly was 73.35%. The permission of the Capital Markets Board and T.R. Ministry of Industry and Trade were obtained for the amendments, and the invitation to the meeting was issued made within the requirements determined by the Ministry of Industry and Trade, and this situation is approved by the Commissary of the Ministry. The meeting report in relation to this General Assembly is also kept in company headquarters and presented for the information of shareholders upon request. A meeting report is published in the Turkish Trade Registry Gazette.
Also, the list of participants in the General Assembly and the meeting report is published on the web site
5. Voting Rights and Minority Rights
There are no priority voting rights in the Core Contract. There’s no regulation on use of cumulative votes in the Core Contract. This regulation is not made with the consideration that granting cumulative voting rights in existing partnership ratios and partnership structure will distribute the harmonized management structure of the Company.
6. Profit Distribution Policy and Profit Distribution Period
Profit distribution of the Company is determined in Article 26 of the Core Contract. According to this, the profit distribution from the net profit that remains after deducting mandatory taxes from the gross profit is carried out in consideration of legal contingency reserve allocation and CMB legislation within the framework determined in the Core Contract and in rates proposed by the Board of Directors and approved by the General Assembly. CMB did require an obligation to distribute a minimum amount of profits from the distributable profits of 2009.
Our Company has adopted “Distributing minimum 50% of the distributable profit to the partners until the end of May following the accounting period” as its profit share distribution policy.
This policy may be reviewed by the Board of Directors each year according to national and global economical conditions, current projects and the situations of funds. There are no privileges in profit distribution.
7. Transfer of Shares
There’s no provision restricting transfer of shares in the company's Core Contract.
SECTION II – PUBLIC INFORMATION AND TRANSPARENCY
8. Company Information Policy
Monitoring supervision and improvement of the public information and disclosure policy of Çimsa Cement Industry and Trade Inc. is under the authority and responsibility of the Board of Directors. The Information Policy has been established and approved by the Board of Directors within the framework of CMB Corporate Governance Principles and disclosed to the public with a Public Disclosure on 30.04.2009 and is published as of this date on the Company website at This Information Policy has been presented for the information of the partners of the Extraordinary Meeting of the General Assembly held on 28.08.2009. The financial tables of the 6th and 12th months subjected to independent audit and financial tables of the 3rd and 9th months not subjected to independent audit are disclosed to the public according to this policy. The disclosure related to consolidated reports prepared in accordance with International Financial Reporting Standards (IFRS-IAS) was made to the public within the periods specified by CMB.
Public disclosure of information related to the Company is made via press releases, e-mail releases, telephone communication and interviews conducted with media companies and news agencies. Also, access to public information via our website, as suggested by CMB Corporate Governance Principles within the context of company Information Policy has been made available.
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Corporate Governance Principles Compliance Report
The topics that may be followed on the website under Investor Relations section are as follows:
•Trade Registry Information
•Information Policy
•Activity Report
•Core Contract
•Corporate Compliance Report
•Partnership Structure
•Profit Share Distribution
•Board of Directors Decisions
•Public Disclosures
•All Financial Data
•General Assembly Information
•Frequently Asked Questions
9. Public Disclosures
13 public disclosures were made in accordance with the communiqués of the Capital Markets Board and Istanbul Stock Exchange Market in our country in 2009. The company’s Public Disclosures are presented for the information of shareholders via İMKB within the context of Public Information.
Mentioned disclosures were made on time and no sanctions were enforced by CMB or the Istanbul Stock Exchange. Thecompany’s stocks are not traded in foreign exchange markets.
10. Company Web Site and Content
The company has a website that may be reached at and the information stated in CMB Corporate Governance Principles Section II Article 1.11.5 is located on this website. Our website contains information such as corporate introduction, products and services, financial indicators, activity reports, investor relations, financial tables, information policy, activities carried out with the awareness of social responsibility and/our human resources policies.
The website's content is regulated according to the decision taken on the meeting dated 10.12.2004 and numbered 48/1588 of the Capital Markets Board.
11. Disclosure of Real Person Ultimate Controlling Shareholder(s)
Since the stocks of our company are written in the holder’s name, control of real person shares is not possible.
12. Declaration of Persons With Access To Insider Information
Members of the Board of Directors, Auditors and Top Level Managers from the following list of persons who can obtain insider information are declared to the public in the activity report.
Mehmet GÖÇMENChairman
Mustafa Nedim BOZFAKIOĞLUMember
Mehmet Hayrettin ŞENER Member
Yılmaz KÜLCÜ Member
Serra SABANCI Member
İlker YILDIRIM Auditor
Bahadır BORAN Auditor
Mehmet HacıkamiloğluGeneral Manager
Nevra Özhatay Assistant General Manager (Financial Affairs)
Memduh Güllü Administrative Affairs Manager
Aydın Kaya Budget and Financing Manager
Mutlu Siyer Information Systems Manager
Mustafa ŞanlıInternal Audit Manager
Remzi KaratalRisk Management Manager
Abdullah Kaplan Administrative Affairs Chief
Güney Serbest Bağımsız Independent Audit Company
Denetim ve SMMM A.Ş.
SECTION III – STAKEHOLDERS
13. Information of Stakeholders
Notifications and information to all stakeholders are made through İMKB in the form of periodic notifications made to the public and public disclosure form according to the related legislation. Issues such as ordinary and extraordinary meetings of the general assembly and profit share distribution are declared by newspaper advertisements in accordance with the related legislation and Company Core Contract. Notifications are also made through press conferences and interviews given to the media.
Company employees are also informed through the Çimsa Portal and annual information meetings.
Annual meetings and launches are organized for customers and loyalty surveys are conducted as well as trainings and seminars.
14. Participation of Stakeholders in Management
Meetings where the activities of the previous year are reviewed and goals forthe next year are shared are held with employees at least once a year and feedback is encouraged.
Teamwork is encouraged, and participation of project teams in issues that interest the Company, such as goal setting, process improvement and investments within the context of business enhancement, learning organization studies and suggestion system.
15. Human Resources Policy
In pursuit of our vision and goals, our core Corporate Development and Human Resources Strategies that aim to make organizational development effective and continuous are;
• Establishing the organization and human resources infrastructure that will provide for the sustainability of profitable growth and improving processes,
• Establishing a culture of high performance,
• Developing the organizational climate.
Our basic Human Resources Policies established according to this vision are as follows:
• Making the organizational improvements needed with the Organization Success Plan that has been prepared in order to define and achieve Human Resources Strategies in compliance with company goals and strategies, and to identify and back-up the critical positions that will make longterm success effective.
• Developing systems that provide continuous opportunities for development and career opportunities to our employees.
• Recruiting a workforce with knowledge and skills in the field that will be able to contribute to increasing the value produced; considering educational level, experience and skills needed for the position according to the needs of our company.
• Identifying our employees’ training and development needs and preparing and implementing training programs that support organizational and individual development.
• Establishing a performance management system where the performance of our employees is planned and tracked, feedback is used effectively, competencies are evaluated and development areas are determined in order to achieve corporate and individual goals.
• Regulating salary and benefits management in a competitive, fair, equalitarian framework that will enhance retention and award individual performance using business assessment methodologies based on knowledge, skills and competence.
There have been no employee complaints up tothe present concerning discrimination.
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Corporate Governance Principles Compliance Report
16. Information Related to Customer and Supplier Relations
Domestic Customers
• Customer Visits
Our customers are visited regularly by Marketing Directorate employees and their suggestions, expectations and satisfaction are identified onsite.
• Dealer Meetings
In regional dealer meetings held a few times a year, our dealers are informed about the developments in our company, their information on the product features are refreshed and they are provided with the technical support that will allow them to support their end customers. Also, the problems of the dealers are heard and mutual solutions are developed in these meetings.
• Dealer Events
On special days (Ramadan, New Year’s etc.) our dealers are invited to a place in their regions or our plants and warm relations are built with our dealers.
• Fairs
In stands opened at fairs, our grey, white and KAÇ cements are promoted by Marketing Directorate employees and the products of our customers that produce different products are also showcased in these fairs for promotion.
The stands of our users in construction and refractor fairs are visited by marketing-sales employees and our positive relations are maintained.
• Brochures and Leaflets
Our promotional, informing and explanatory publications,which provide greater knowledge concerning frequently asked questions on Grey, White and KAÇ cements are published and distributed by the Marketing Directorate.
• Seminars and Panels
The Marketing Directorate organizes panels and seminars in various architecture, construction and fine arts faculties for both students and lecturers every year, and information related to the quality, fields of use and advantages of our white and KAÇ cements are providedat these events.
• Corrective Actions
A corrective action form is prepared immediately for product complaints received from our customers and sent to the related unit,a solution of the problem is found as soon as possible and our customers are informed.
International Customers
• Customer Visits
Our customers are visited at least once a year and warm relations are provided with customers and market dynamics of our market are reviewed on site.
• Customer Trips
We regularly invite representatives from companies that produce our white and KAÇ cements or that buy and sell our products in our target market.
The potentials of our plants and our products are explained in detail during these visits. Suggestions and expectations of our customers are identified.
Raw materials and additives that may affect our product quality are procured from the approved suppliers in line with our ISO 9001:2000 Quality Management System and their performance is continuously monitored.
17. Social Responsibility
Çimsa provides the basic material needed for the places in which the individuals that form our society will start a family, provide education to their children, cure illnesses, carry out their business with the government and the law; the buildings, dams that provide electricity, plants that produce, airports that provide for transport, highways, railways; in short the areas where Turkey lives and produces to have a durable and reliable infra and ultra structure.
As well as this great responsibility, Çimsa sees the principle, as stated by the late Sakıp Sabancı: “Giving what we took from these lands back to these lands" as a great duty.
Çimsa defines its key business as using the resources of this country in a way that will create the highest value for this country in the domestic and foreign market, and with the awareness of the responsibility that industry leadership brings, sees supporting continuous development of the society as its primary responsibility.
Toward this end, Çimsa supports social investments in collaboration with local authorities, academic organizations and leading non-governmental organizations of our country.It especially contributes to the society concerning the environment, supporting formal and informal education, increasing professional competence and increasing the awareness of the public about our cultural heritage.
Within the context of protecting and promoting the cultural heritage of the region in which the Kayseri plant is located, supporting the Mimar Sinan Festival held every year in Ağırnas, the birthplace of Mimar Sinan, Çimsa also contributed to the book titled "Koramaz Vadisi" written by Hüseyin Cömert and published by Ağırnas Municipality Publications. This book presents research on settlements during the time that Mimar Sinan, one of the greatest masters of Turkish and world architecture, was born. Çimsa also supports “Mimar Sinan Memorial Days" held in Ağırnas town every year and the Summer Workshop held there.
Çimsa also supported the book entitled “Anatolian İstanbul, A Historical Tour” by Gönül Halıcı and provided for preparation of the book for publishing in Turkish and English.
The Archiprix-Turkey Architecture Student Dissertations National Competition and Exhibition, organized with important goals such as giving young and talented architects an opportunity to perform, contributing to the promotion of the architecture profession in Turkey and increasing its reputation and empowering mutual relations of application areas and schools, has been held under the main sponsorship of Çimsa for 9 years.
Çimsa also contributes to symposiums and seminars heldat the Erciyes University, Faculty of Architecture and shares the latest developments in cement and concrete applications with the academic world.