Declaration of Compliance
Declaration of Compliance with Corporate Governance Principles
CarrefourSA has embraced the principle of complying with the Corporate Governance Principles published by the Capital Markets Board of Turkey ("CMB") and the four pillars of Corporate Governance based on Transparency, Fairness, Responsibility and Accountability.
CarrefourSA showed due diligence to comply with the mandatory and non-mandatory provisions of the Corporate Governance Principles, which are explained in detail below, during the period January 1, 2019 - December 31, 2019, and focused on continuous improvement in this regard.
This Corporate Governance Principles Compliance Report is prepared in accordance with the CMB's "Corporate Governance Communiqué" Series: II, No. 17.1 and also within the framework of the CMB's Communiqué Serial: II No. 17.1 on "Corporate Governance" and the CMB's principle-decision dated January 27, 2014 and numbered 2/35. Accordingly, the following are reported for the period January 1, 2019 - December 31, 2019 in accordance with the Corporate Governance Communique Series: II No: 17.1:
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For the 2018 Ordinary General Meeting, the Ordinary General Assembly Briefing Document was prepared with the content specified in the CMB's "Corporate Governance Communiqué" Series: II, No. 17.1 and presented to shareholders and stakeholders on CarrefourSA's website 3 (three) weeks prior to the related meeting dates to inform them.
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Information on the duties, working principles and members of the Committees is available on the CarrefourSA website. There is an Internal Audit Department within the Company, which reports directly to the Audit Committee and is organized as a body independent from the executive management.
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Information on the duties, working principles and members of the Committees is available on the CarrefourSA website. There is an Internal Audit Department within the Company, which reports directly to the Audit Committee and is organized as a body independent from the executive management.
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Within the scope of the Corporate Governance Principles and the applicable legislation, CarrefourSA provided the necessary information to all shareholders and stakeholders in a timely, reliable, stable and regular manner.
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As of December 31, 2019, the Board of Directors has 1 (one) female member.
CarrefourSA aims to fully comply also with the non-mandatory Corporate Governance Principles. The Company has become a corporate member of the Corporate Governance Association of Turkey ("TKYD"), based in Istanbul, as of February 22, 2013, in order to participate in studies and trainings to further improve compliance with the Corporate Governance Principles. However, due to the difficulties experienced in the implementation of some of the principles, the ongoing debates in the international platforms and in our country regarding compliance with some of the principles, and the conflicts between some of the principles and the structure of CarrefourSA and the market, compliance efforts continue. Further developments on the subject are being monitored. There are no conflicts of interest arising out of the principles that are not mandatory and not implemented. In the upcoming period, the Company will continue its efforts to comply with the Corporate Governance Principles by taking into account the developments in the legislation and the practices.
Our Company's Corporate Governance Compliance Report for the period January 1, 2019 - December 31, 2019 was prepared as a "Corporate Governance Compliance Report ("CRF")" and "Corporate Governance Information Form ("CGIF")" in line with the Capital Markets Board of Turkey's decision dated 10.01.2019 and numbered 2/49, and published on the Public Disclosure Platform ("PDP"). You may access these statements from the section titled "Corporate Governance" available at https://www.kap.org.tr/tr/cgif/4028e4a140ee35c00140ee56930f0024..
The primary principles that have not yet been complied with among the Corporate Governance Principles, which are not mandatory as per the regulation, are stated below, and additional information on the subject is included in the respective sections of the Corporate Governance Compliance Report ("CRF").
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Regarding principle 1.3.11; the General Meeting was held in a manner open to shareholders but closed to the public, including the media, as outlined in the Articles of Association. The minutes of the General Meeting were disclosed to all stakeholders via the Public Disclosure Platform and the Company's official website.
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Regarding principle 1.5.2; in accordance with the Law, the minority rights are defined as shareholders holding one twentieth of the capital.
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Regarding principle 1.7.1; Article 7 of the Articles of Association titled "Transfer of Shares" stipulates that the share transfers to be made by the Company shareholders Carrefour Nederland BV and Hacı Ömer Sabancı Holding A.Ş. to third parties are subject to the resolution of the Board of Directors and registration in the Company's share ledger.
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Regarding principle 3.2.1; employees participate in the management through periodic meetings held within the Company and through annual goal setting and performance evaluation meetings. Furthermore, employees provide feedback to the management and their colleagues through the feedback mechanism, and the results are discussed at various management meetings and action plans are created for the necessary changes.
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Regarding principle 3.2.2; Although methods such as surveys/consultations are not used to obtain the opinions of stakeholders, researches are conducted with all stakeholders regarding the perception of the company. In addition, communication channels are always available for other stakeholders (suppliers, business partners, etc.).
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Regarding principle 3.3.3; The Company does not have a Human Resources Development Policy, but information is provided internally and trainings are organized.
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Regarding principle 4.3.9; Although there is no policy on the minimum percentage of female members, the Company ensures the presence of female members.
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Regarding principle 4.4.2; There is no arrangement in this regard; the timing of the submission of information and documents is determined by taking into account the subject and process on the agenda of the Board of Directors and the members of the Board of Directors are informed in advance within a reasonable period of time.
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Regarding principle 4.4.7; The Board members are not restricted from assuming other duties outside the company. The resumes of the members of the Board of Directors were provided to the shareholders in the Annual Report distributed during the General Meeting.
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Regarding principle 4.5.5; the Board members serve on more than one committee due to the obligations stipulated by the CMB legislation.
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Regarding principle 4.6.5; Total payments made to the senior executives are disclosed to the public in the footnotes to the financial statements. Remuneration of the members of the Board of Directors is determined by the General Meeting Resolution. Payments made to executives with administrative responsibilities are made in accordance with the remuneration policies, taking into account the performance criteria. Since such information is personal information, it cannot be disclosed on a person-by-person basis as it may conflict with another legislation.