Boyner Büyük Mağazacılık Anonim Şirketi Corporate Governance

1
Boyner Büyük Mağazacılık Anonim Şirketi
Corporate Governance Compliance Report
1.
Corporate Governance Principles Compliance Statement:
With respect to the Corporate Governance Principles concept which has recently gained importance in
the whole world, the Capital Markets Board (CMB) has published a “Communiqué on Determination
and Implementation of Corporate Governance Principles” on 30.12.2011 (Serial IV, No. 56). By that
communiqué, some of the Corporate Governance Principles have been classified as mandatory rules
for companies listed and quoted in Istanbul Stock Exchange (ISE). We, as Boyner Büyük Mağazacılık
A.Ş., believe that this important step taken by CMB will make a huge contribution to development of
national and international capital markets. Accordingly, it has been decided to strictly comply with the
mandatory rules and principles stipulated by CMB, and to continue taking steps for compliance with
other principles and rules set forth in the Communiqué in the coming period.
Some of the non-mandatory rules of the Corporate Governance Principles have not been covered by
and included in our policy, as they do not fit to our Company’s structure and may prevent our activities.
Both such principles and the reasons of non-compliance with them are briefly summarized below:
-
Usability of the demand for appointment of a special auditor as an individual right: The
demand for appointment of a special auditor is not separately dealt with in our Articles of
Association as an individual right, and it is stated that the pertinent provisions of the Turkish
Commercial Code will be complied with. Furthermore, we have not ever received any demand
for appointment of a special auditor in the past activity periods.
-
Participation of stakeholders having a relation with the Company in the management of the
Company: Though it is not yet included in our Articles of Association, the benefits generally
expected from participation of stakeholders in the management of the Company are presently
been tried to be derived out of exchange of ideas with and information activities (web site, email, telephone, printed publications, etc.) destined for various different groups of interest.
In addition to making some of the Corporate Governance Practices mandatory through statutory
instruments, the measurement and rating services to be received from independent firms for the sake
of continuous improvement and development of these practices in the Company are also deemed
important for our Company. To this end, we have entered into a rating services agreement with SAHA
Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. at the beginning of 2012.
Our determinations as to level of compliance of our Company with Corporate Governance Principles
have already been presented to the Board of Directors and upon approval by the Board of Directors,
have been submitted to the General Assembly of Shareholders.
The Corporate Governance Principles Compliance Report relating to 2011 activity report and
organized under four main headings, namely Shareholders, Public Disclosure and Transparency,
Stakeholders and Board of Directors, also containing the aspects of the said principles that are already
applied or could not be applied yet, is presented herebelow.
CORPORATE GOVERNANCE COMMITTEE
N. Mehmet İnal
Director
Vural Günal
Director
2
PART I - SHAREHOLDERS:
2.
Shareholder Relations Department:
Pursuant to the Corporate Governance Principles, our Company has a Shareholder Relations
Department which is structured to report to the Head of Corporate Governance Committee who is at
the same time an independent director in the Board of Directors.
The Shareholder Relations Department is manned by Haşim ARIKAN and Ali ADANA.
Department is managed by Mr. Haşim ARIKAN.
This
Communication data of our employees working in this organization unit are as follows:
Name & Surname
Telephone Number
E-mail Address
Haşim Arıkan
0212 335 78 17
[email protected]
Ali Adana
0212 335 76 93
[email protected]
This organization unit is in charge of coordinating the communication between the shareholders and
the Board of Directors by reporting to the Corporate Governance Committee.
The Shareholder Relations Department is mainly responsible for:

ensuring that all records relating to Shareholders are kept and updated in a healthy and safe
manner; and

responding to all written information demands of Shareholders relating to the Company, except for
confidential data and/or trade secrets which have not yet been made public about the Company;
and

ensuring that all meetings of the General Assembly of Shareholders are convened and held in
strict compliance with the applicable laws, the articles of association and other internal bylaws and
regulations; and

preparing all documentation which may be useful for the Shareholders in the meetings of the
General Assembly of Shareholders; and

assuring that all voting results are documented and recorded and the meeting and voting reports
are duly issued; and

carrying out the functions and duties of supervising and following up all kinds of matters relating to
public disclosure requirements, including, but not limited to, relevant applicable laws and the
Company information policy,
in compliance with the relevant laws and regulations.
Mandatory rules of the Corporate Governance Principles and pertinent rules specified in the Articles of
Association will also be separately applied.
3
3.
Use of Information Rights by Shareholders:
During the period, all of the information demands of our Shareholders filed to the Shareholder
Relations Department have been responded and satisfied, except for those relating to confidential
data and/or trade secrets which have not yet been made public about the Company.
Our Company has already taken all actions required for ensuring that all information demands of our
Shareholders are evaluated and reviewed by the General Manager, the relevant Assistant General
Manager and the Shareholder Relations Department, and are responded carefully, diligently and
completely with true and actual information as soon as possible.
Explanations about the frequently asked questions of our Shareholders, and information relating to
developments and events which may positively affect the use of their rights are all given in our internet
website at the address of www.boyner.com.tr.
All information required for healthy and effective use of shareholding rights are presented to our
Shareholders for their use, through our internet website, our yearly activity reports, our public
disclosures and our answers to individual information demands.
4.
Information About General Assembly of Shareholders:
The Annual Ordinary Meeting of the General Assembly of Shareholders where 2010 operating results
are discussed was held at the address of Istanbul, Yenibosna, Merkez Mahallesi, 29 Ekim Caddesi,
No. 22 Bahçelievler / Istanbul of Altınyıldız Mensucat ve Konfeksiyon Fabrikaları A.Ş. at 10:00 hrs on 4
April 2011.
th
Call for the meeting has first been published in the ISE Public Disclosure Platform (PDP) on 15 of
March and then published in Turkish Trade Registry Gazette and Radikal and Dünya newspapers on
th
17 of March, 2011.
This Annual Ordinary Meeting of the General Assembly of Shareholders was held with participation of
our Shareholders representing 60.44% of our paid-up capital of 92.07 million Turkish Liras or in other
words, a portion of 55.65 million Turkish Liras thereof.
This annual ordinary meeting of the General Assembly of Shareholders was attended also by
stakeholders and media representatives. Questions asked by some of our shareholders about the
agenda topics in the annual ordinary meeting of the General Assembly of Shareholders have been
answered in the same meeting.
Provisions of our Articles of Association pertaining to the General Assembly of Shareholders may be
summarized as follows:
The General Assembly of Shareholders of our Company meets for ordinary (regular) and extraordinary
(special) meetings according to our Articles of Association.
Annual ordinary meetings of the General Assembly of Shareholders are held at least once a year
within three months following the end of each accounting period of the Company. In this meeting, the
matters listed in article of the Turkish Commercial Code pertaining to meeting agendas are discussed
and decided as required.
Extraordinary meetings of the General Assembly of Shareholders are held at any time and in any case
deemed necessary in the course of business of the Company, and the required decisions are taken, in
strict compliance with the pertinent provisions of the applicable laws and the Articles of Association.
4
The General Assembly of Shareholders meets at either the headquarters of the Company or at any
convenient place in the city of headquarters of the Company.
Both ordinary and extraordinary meetings of the General Assembly of Shareholders are required to be
attended, and the meeting minutes and memoranda are required to be signed jointly with other
authorities, by a Commissioner from the Ministry of Customs and Commerce of the Republic of
Turkey. Decisions taken in the meetings of the General Assembly of Shareholders held in absence of
and meeting minutes and memoranda not signed by a Commissioner will be invalid and void as per
the applicable laws and regulations.
Advertisements of call for the meetings of the General Assembly of Shareholders are, without
prejudice to the provisions of paragraphs 3 and 4 of Article 37 of the Turkish Commercial Code no.
6762 scheduled to be repealed and superseded entirely as of 01.07.2012, published in a newspaper
being published in the city of headquarters of the Company. If no newspaper is being published in that
city, calls are published in a newspaper being published in the closest city thereto. Naturally, the
provisions of the new Turkish Commercial Code will be applicable in 2013 annual ordinary meeting of
the General Assembly of Shareholders to be organized for discussion of 2012 accounts and
operations. The provisions of articles 397 and 438 of the Turkish Commercial Code are, however,
reserved. The advertisements required pursuant to the Capital Markets Law and other applicable laws
and regulations are governed by the pertinent proviso of such laws.
Advertisements of call for the meetings, comprising the meeting place, date, time and agenda and
power of attorney format for the meeting, are published in the Turkish Trade Registry Gazette, two
nationwide papers and ISE Public Disclosure Platform (PDP). The meeting data and information are,
within the same period of time, notified also by registered letter separately to Shareholders whose
residence address is known.
Amendments proposed in the Articles of Association may be discussed and decided in meetings of the
General Assembly of Shareholders only with a prior consent of both the Capital Markets Board and the
Republic of Turkey, Ministry of Customs and Commerce to be taken by the Company.
On the other hand:
All our Shareholders may retrieve information about the meetings held during 2011 also through our
Company’s internet website at the address of www.boyner.com.tr which allows direct access of all our
Shareholders to such information.
All our financial statements and reports, including the yearly activity report, and the profit distribution
proposal, and if needed, all information documentation prepared in respect of agenda topics of the
General Assembly meetings, and last version of the articles of association and draft amendments, if
proposed, in the articles of association, and grounds of such amendments, are made available for
inspection by our Shareholders in the headquarters and named branch offices of our Company
starting from the date of advertisement of call for meetings of the General Assembly of Shareholders.
The aforementioned information and documents may further be retrieved also from our internet
website at the address of www.boyner.com.tr.
We are showing maximum care and diligence in compliance with at least the requirements of the
applicable laws for the sake of facilitating the attendance in the General Assembly meetings. Our
Shareholders do not face any difficulty in attending our General Assembly meetings, nor have we so
far received any such complaint or demand from our Shareholders.
5
If and when required, minutes and memoranda of meetings of the General Assembly of Shareholders
are delivered to our Shareholders at the end of each meeting, and are separately included in our
internet website at the address of www.boyner.com.tr for electronic access by and information to our
Shareholders who could not attend the related meetings.
If and when a question asked during a meeting of the General Assembly of Shareholders is not related
to the agenda topics or is so comprehensive that it cannot be answered immediately, such question is
answered in writing by our Shareholder Relations Department within no later than 30 business days.
5.
Voting Rights and Minority Interests:
Both meetings of the General Assembly of Shareholders and decision quorum in these meetings are
governed by and subject to pertinent provisions of the Turkish Commercial Code.
Shareholders or their proxies present in the ordinary and extraordinary meetings of the General
Assembly of Shareholders have one vote for each share they hold or represent.
There exist no mutual subsidiary relations between our Company and any of our Shareholders.
In meetings of the General Assembly of Shareholders, votes are used by show of hands.
However, balloting may be applied upon demand of shareholders holding at least one-tenth of the
capital represented by shareholders present in an annual ordinary meeting of the General Assembly of
Shareholders.
Shareholders are not permitted to vote in discussions relating to any personal business, deal or
lawsuit between the Company on one side and them or their spouse or ascendants and descendants
on the other side.
In meetings of the General Assembly of Shareholders, the shareholders may be represented by a
proxy to be appointed by them from among other shareholders or from outside in accordance with the
provisions of regulations of the Capital Markets Board pertaining to voting by proxy in General
Assembly meetings. A proxy who himself is also a shareholder of the Company is authorized to vote
for both his own shares and the shares of the Shareholder(s) he represents therein. Format of the
powers of attorney is determined and announced by the Board of Directors subject to provisions of
regulations of the Capital Markets Board.
6.
Profit Distribution Policy and Profit Distribution Time:
Pursuant to the laws and regulations current as of the date of preparation of this Report, the net profit
shown in the yearly balance sheet and calculated by deduction of the moneys required to be paid or
set aside by the Company, such as overheads and various depreciations of the Company, as well as
taxes and duties due and payable by the Company, from its gross income determined as of the end of
each of its accounting periods, is, after deduction of accumulated losses of past years, if any, allocated
and distributed in the order shown below.
First Rank of Legal Reserve Fund:
(a)
5% of net profit is set aside for legal reserve fund.
6
First Dividend:
(b)
Out of the balance, first dividend is set aside in the amount and at the rate determined by the
Capital Markets Board.
Second Dividend:
(c)
As for the balance of net profit remaining after deduction of moneys referred to in subparagraphs (a) and (b) hereinabove, the General Assembly of Shareholders is authorized to distribute
the said balance, in full or in part, as second dividends or to set it aside as extraordinary reserve fund.
Second Rank of Legal Reserve Fund:
(d)
A profit share equal to 5% of paid-in capital is deducted from the portion of profit decided to be
allocated and distributed to shareholders and others having a share in profit, and then, one-tenth of
rd
the resulting amount is set aside as second rank of legal reserve fund pursuant to 3 sub-paragraph of
nd
2 paragraph of article 466 of the Turkish Commercial Code.
(e)
Unless and until all of the reserve funds required to be set aside as per the laws and the first
dividend required to be allocated to shareholders as per the Articles of Association are fully reserved,
it may not be decided to set aside other reserve funds, or to carry forward the profit to next year, or to
participate in, or make donations to, or allocate shares from profit in favor of, directors, employees,
holders of founder’s/dividend shares, holders of preferential shares, foundations founded for various
different persons, or similar other persons/entities, unless the first dividend is paid in cash and/or in the
form of shares.
Date and method of distribution of yearly profit to shareholders are decided by the General Assembly
of Shareholders upon proposals of the Board of Directors in accordance with the Capital Markets Law
and other pertinent laws and regulations.
Profit distribution proposals presented by our Board of Directors to approval of the General Assembly
of Shareholders are prepared as per a profit distribution policy which takes into consideration our
Company’s profitability, the expectations of our Shareholders, the then-current economic conditions in
our country, and our Company’s growth strategies, and up to the percentages stipulated in the Turkish
Commercial Code or imposed by the Capital Markets Board.
Profits distributed according to the pertinent provisions of the Articles of Association cannot be claimed
back.
Our capital does not contain any privileged share in terms of distribution of profit shares or dividends.
Profit Distribution Date:
Date and method of distribution of yearly profit to shareholders are decided by the General Assembly
of Shareholders upon proposals of the Board of Directors in accordance with the Capital Markets Law
and other pertinent laws and regulations.
7.
Transfer of Shares:
Our Articles of Association does not contain any provisions restricting the transfer of shares.
7
PART II – PUBLIC DISCLOSURE AND TRANSPARENCY
8.
Company Information Policy:
Our Company Information Policy prepared and issued by our Board of Directors within the frame of
CMB Corporate Governance Principles is published in our corporate internet website at the address of
www.boyner.com.tr.
The basic purpose of the Company Information Policy is to assure that all of the information and public
disclosures, except for trade secrets, are timely, accurately, completely and fully announced and
furnished in an easily understandable manner and in a medium accessible at the lowest possible cost
and under equal circumstances and conditions to all our Shareholders, investors, employees,
customers and other stakeholders. To this end, it is an adopted policy of our Company to implement
its strategic plans and share their results equally with our Shareholders, investors and capital market
actors and circles fully, completely, fairly, accurately, timely and comprehensible within the frame of
the generally accepted accounting principles and pertinent provisions of Capital Markets Laws and
Regulations.
Our periodical financial statements and financial statement footnotes are prepared within the frame of
the applicable laws and regulations so as to show the real financial situation of our Company, and our
end-of-June and year-end financial statements are disclosed to public after the independent audit
thereof.
Our activity report is prepared and issued in a form as detailed as possible in such manner to allow
access of the public to all kinds of information about the activities and operations of our Company.
The information required to be made public is made available in the “Public Disclosure Platform”
(www.kap.gov.tr) and our Company’s internet website (www.boyner.com.tr) timely, accurately,
completely, comprehensibly, interpretably and in such manner to be easily accessible at a low cost
and to help the targeted persons or entities in decision making. Furthermore, the “e-YÖNET:
Corporate Governance and Investor Relations Portal” of the Central Registry Agency may also be
used for accurate and effective information of shareholders.
9.
Public Disclosures:
During 2011, our Company has issued a total of 15 public disclosures in accordance with pertinent
regulations of the Capital Markets Board. These disclosures may further be retrieved through links
given in our internet website (www.boyner.com.tr).
Our Company’s shares are not quoted and listed in foreign exchanges.
10.
Company Internet Website and its Contents:
As recommended by CMB Corporate Governance Principles and as also specified by the new Turkish
Commercial Code, our Boyner Büyük Mağazacılık A.Ş. internet website at the address of
www.boyner.com.tr is being actively used for public disclosures. All public disclosures and bulletins of
Boyner Büyük Mağazacılık A.Ş. are accessible through our website. Our website has been structured
and partitioned accordingly. Accordingly, information about the recent 5 years of our Company is given
in the internet website. Our website has been prepared and designed in Turkish, in the format and with
the contents stipulated by CMB Corporate Governance Principles, and a great part of such Turkish
information is being published also in English in our website for ease of use by the foreign investors.
8
Major headings of our internet website are as listed below:


















Corporate identity data and information
Board of Directors
Recent shareholding and ownership structure
List of dates and numbers of editions of the Trade Registry Gazette where amendments are
published, and an up-to-date copy of Corporate Articles of Association
Trade registry data and information
Financial Statements
Activity Reports (Yearly and periodical)
Links for CMB Public Disclosures of Material Events (to PEP and ISE web sites)
Meeting date and agenda of the General Assembly of Shareholders
Meeting minutes and list of attendants of the General Assembly of Shareholders
Format of power of attorney for voting by proxy
Corporate Governance Compliance Report
Information policy
Profit distribution policy
Personnel compensation policy
Ethical rules
“Frequently asked questions” section
Contact and communication information
Our Company’s letterhead contains the address of our internet website.
11.
Public Statement of Natural Person Final Controlling Shareholder(s):
Natural person shareholders of our Company are at the same time shareholders of our legal entity
majority shareholder Altınyıldız Mensucat ve Konfeksiyon Fabrikaları A.Ş.
Our Company’s recent shareholding and ownership structure is tabulated as below:
Shareholders
Amount (TL)
Percentage (%)
Float Capital
36,735,932
39.90
Fennella S.A.R.L.
27,667,035
30.05
Altınyıldız Mensucat ve Konfeksiyon Fabrikaları A.Ş.
27,599,432
29.98
67,601
0.07
92,070,000
100.00
Others (*)
Total
(*) Indicates the total shares of shareholders holding less than 1% of capital.
9
Our natural person shareholders indirectly holding shares in our Company are as tabulated below:
Natural Person Shareholders
Amount (TL)
Percentage (%)
Hasan Cem Boyner
5,146,762
5.6%
Neylan Dinler
4,848,077
5.3%
Lerzan Boyner
3,368,620
3.7%
Latife Boyner
3,368,620
3.7%
Zahide Leman Halulu
3,402,868
3.7%
Ali Osman Boyner
1,223,849
1.3%
455,677
0.5%
21,814,461
100.00
E. Ayten Boyner
Total
12.
Public Statement of Potential Insider Traders:
We have taken all kinds of actions required for prevention of insider trading acts, and the following
table shows the Executives of our Company who have access to information which may affect the
value of our capital market instruments and securities, and such other persons / entities providing
services to our Company:
Corporation or Entity
Name and Surname
Job Position
Boyner Holding A.Ş.
Citi Venture Capital International
Citi Venture Capital International
Boyner Holding A.Ş.
La Rinascente Srl
Pekin & Pekin Law Office
Boyner Holding A.Ş.
Boyner Holding A.Ş.
Boyner Holding A.Ş.
Boyner Holding A.Ş.
Boyner Büyük Mağazacılık A.Ş.
Boyner Büyük Mağazacılık A.Ş.
H. Cem Boyner
Sunil Kumar Nair
Colin Douglas Clark
N. Mehmet İnal
Vittorio Radice
Vural Günal
Ali Osman Boyner
Lerzan Boyner
Neylan Dinler
Z. Leman Halulu
Serdar Sunay
N. Ümit Boyner
Tuncay Toros
M. Nedim Ölçer
R. Aslı Karadeniz
Z. Şule Arditti
Boyner Büyük Mağazacılık A.Ş.
S. Arzu Sönmez
President (CEO)
Vice President
Director
Director
Independent Director
Independent Director
Company Shareholder
Company Shareholder
Company Shareholder
Company Shareholder
Group Head
Group Head
Group Head
Group Head
General Manager
Assistant General Manager –
Supplies, Clearance Sale
Operations
Assistant General Manager –
Financial Affairs and
Information Systems
10
Corporation or Entity
Name and Surname
Job Position
Boyner Büyük Mağazacılık A.Ş.
Arzu Güneşli
Boyner Büyük Mağazacılık A.Ş.
Mehtap Alp Erkanar
Boyner Büyük Mağazacılık A.Ş.
İlker Gözütok
Assistant General Manager –
Corporate Development and
Human Resources
Assistant General Manager –
Marketing
Assistant General Manager –
Sales
Internal Auditor
Internal Auditor
Finance Vice Director
Treasury Manager
Vice President
Strategy and Business
Development Specialist
Finance Manager
Accounting Manager
Budget and Reporting Manager
Budget and Reporting
Supervisor
Internal Auditor
Independent Audit Responsible
Partner & Senior Auditor
Independent Audit Manager
Boyner Holding A.Ş.
Boyner Holding A.Ş.
Boyner Holding A.Ş.
Boyner Holding A.Ş.
Boyner Holding A.Ş.
Boyner Holding A.Ş.
Gülseren Odabaşı
Arzu Aytok Güller
Siyami Tüzün
Gülsüm Güven
Elif Ateşok Satıroğlu
Işıl Öğe
Boyner Büyük Mağazacılık A.Ş.
Boyner Büyük Mağazacılık A.Ş.
Boyner Büyük Mağazacılık A.Ş.
Boyner Büyük Mağazacılık A.Ş.
Ümit Zorlular
T. Mustafa Gürel
M. Haşim Arıkan
Ali Adana
Boyner Büyük Mağazacılık A.Ş.
Güney Bağımsız Denetim ve Serbest
Muhasebeci Mali Müşavirlik A.Ş.
Güney Bağımsız Denetim ve Serbest
Muhasebeci Mali Müşavirlik A.Ş.
Güney Bağımsız Denetim ve Serbest
Muhasebeci Mali Müşavirlik A.Ş.
Uzman Yeminli Müşavirlik ve Denetim A.Ş.
Uzman Yeminli Müşavirlik ve Denetim A.Ş.
Uzman Yeminli Müşavirlik ve Denetim A.Ş.
K. Cem Bilgin
Billur Demet Atan
Pınar Şençıtak
Independent Audit Firm
Şenol Çudin
Muharrem Öztürk
Sworn Financial Advisor
Financial Advisor
Tax Advisor
11
PART III - STAKEHOLDERS:
13.
Information of Stakeholders:
We are paying strict attention to inform all our Stakeholders, being comprised of our Shareholders,
Employees, Creditors, Customers, Suppliers and all potential savors who may be interested in
investing in stocks of our Company, in writing and as far as possible about all matters relating to them,
and if and to the extent required and possible, to regulate our relations with them through written
agreements.
To the extent the rights and remedies of the stakeholders are not regulated by applicable laws or by
specific agreements, we are taking pains in protecting the rights and interests of all stakeholders to the
extent it is possible for our Company, within the frame of good faith rules, and by also considering the
reputation and image of our Company.
14.
Participation of Stakeholders in Company Management:
Our Articles of Association does not contain any clause or provision permitting the stakeholders to
participate in Company management. However, independent members of the Board of Directors in
one sense pave the way for representation of all stakeholders, in addition to the Company and its
shareholders, in the management.
Our Company is in continuous communication with all of its stakeholders. Feedbacks received from
them are, in accordance with the internal procedures, presented to the top management after certain
stages of development, and thus, proposed solutions and policies are developed.
Quality, efficiency and institutionalization practices are very important for our Company.
15.
Human Resources Policy:
“Unconditional Customer Satisfaction” and “Human Respect” are not only common goals of our Group,
but also basic aims of our Company’s human resources policy. Our basic principle is to strictly comply
with all laws and rules and to work within the general ethics rules. All employees of our Human
Resources Department have adopted and assimilated the open and close communication as a way of
working for the sake of creating and maintaining confidence and trust within their own Department and
with all other employees of our Company.
It is our sincere belief that our employees are our most valuable resource. That is why we are at all
times implementing various different training plans and programs, including, but not limited to,
classroom, hands-on and on-the-job trainings and other learning models, aimed at supporting the
career development of our employees and based on their needs, current priorities and competences,
practices and information needed for implementation of overall plans.
Every newcomer to our Company is, starting from his first day in the job, trained through both on-thejob and external training courses and programs aimed at adaptation to the corporate culture. One of
the top priorities for our Company is the importance attached to teamwork. Accordingly, if and to the
extent deemed necessary, programs for development of our employees are prepared so as to support
their career process by making use of existing internal and external sources. And open and close
communication is maintained effectively and efficiently through feedbacks and orientation.
Development of every single employee is continuously traced and followed up by our “Performance
Assessment System” as outlined and structured in line with the established corporate and sector
practices. And career planning of our employees is shaped via such Performance Assessment
12
System. Our basic principle is to fill in the vacancies at top echelon levels from our own existing
employees.
Without any discrimination of race, gender and beliefs, everyone in our Company is definitely given the
opportunity to develop himself or herself, and to promote and rise in career. We are supporting our
employees to take initiative parallel to their job responsibilities.
A specific and unique profile has been formulated for the selection and placement process of our
Company, and accordingly, selection and placement steps are taken within the frame of criteria and
requirements specifically chosen for each job position.
We are supporting all ideas and suggestions of our employees and all initiatives taken for participation
of our employees in various social, cultural and educational activities.
All our employees are under obligation to comply with all laws as well as our Company’s internal rules,
procedures and regulations. Besides, no-one is allowed to make propaganda of his religious or
political beliefs at job, nor may he base his job-related decisions on such beliefs.
No complaint has so far been received from our employees with regard to discrimination at job.
Our employees are eligible for different healthcare services. As a part thereof, Health Insurance and
Health Information Services are provided and offered.
Job definitions and performance criteria for all of the job positions in the Company are prepared, and
are presented to the knowledge of our employees.
Employee relations are being conducted and managed by our human resources supervisors both in
the head offices and in our stores.
All changes which may affect the working conditions and the daily work life of our employees are
timely announced and notified to our employees for information purposes.
Our Labor and Workforce Practices:
Equal Opportunities and Equal Treatment:
Gender-based discrimination can in no case be accepted in our premises both at the recruitment
process and within the employment relations. Equal opportunities and equal treatment principles are
included in our ethical codes and human resources policies and practices.
50% of our employees and 34.93% of our management staff are women. Women account for 45.53%
of the employees promoted during 2011.
nd
Boyner Holding was the 2 among 100 companies in the “Best Companies For Women” survey
conducted by FORBES with 2011 data.
Equal Opportunities Model FEM:
The Equal Opportunities Model opened by the World Bank and the Women Entrepreneurs Association
of Turkey (KAGİDER) for volunteered participation of companies has been signed under the roof of
Boyner Holding. As a requirement of this model, both our employee statistics and our policies and
practices are being supervised and audited by E&Y.
13
Recruitment, Career Planning and Promotion Process:
No gender-based discrimination is allowed either in our recruitment process, including classified
advertisements, or in our employment relations. Gender is not included as a criterion in our classified
advertisements and job definitions.
Our professional team is subject to performance assessment process, regardless of their gender.
Equal Wage:
“Hay waging system” is used in our companies. This system does not take gender as a criterion.
Wages payable to sales consultants / senior sales consultants in our stores are determined on position
basis. At the time of recruitment for these positions, the same waging is applied without any genderbased discrimination. Individual differences are awarded in tandem with sales performance.
Our Company’s employee compensation policy created by taking the Labor Act no. 4857 as reference
is published in our internet website.
Sexual Harassment and Mobbing:
Our Human Resources Departments are instructed to take the required actions and measures against
such problems as gender inequality, mobbing and sexual harassment, and to apply the required
proceedings against those who commit such acts. In addition, our store managers, department
managers, assistants to general manager, and general manager are the positions with whom our
employees may enter into open communication thereabout.
16.
Information About Relations With Customers and Suppliers:
Customer satisfaction remains at the forefront at all times in marketing and sales of goods and
services in the name of our Company.
Through BOYNER Key Loyalty Program, data about our customers are collected and collated with
their prior consent, and are stored in BOYNER information systems database, and through CRM
studies conducted in the light of such data and information, our customers are categorized into
segments and are identified more closely and more accurately.
As a part of categorization into segments, our customers are grouped according to their shopping
habits, and as a result, various different marketing programs and sales campaigns are formed and
implemented separately for needs and demands of customers in each segment. Activities and
campaigns implemented in all Boyner Stores are advertised to the selected target masses via different
communication channels at the end of analyses on customer databases.
In addition to all these activities, other services and benefits are also offered to our customers either in
specifically selected Boyner Stores or outside our Stores through general campaigns or special direct
marketing activities, and our aim is to carry BOYNER even beyond the customer expectations by
making this Key Program a permanent characteristic of our Stores.
The procedures in force in all BOYNER Stores are relied upon both the current Consumer Protection
Laws and our Unconditional Customer Satisfaction principle.
We have Customer Relations Supervisors working in our Stores in order to better protect consumer
rights and to better implement our Unconditional Customer Satisfaction principle in our Stores.
14
All kinds of suggestions and comments of our customers are carefully taken into consideration, and
are classified according to their contents, and we are trying to produce resolutions for every problem.
Customer complaints are received by us through various different channels such as written petitions,
telephone, governmental bodies and our internet website. Each written complaint is absolutely replied
with a written feedback.
All kinds and types of questions, complaints, comments and suggestions of our customers are taken
through and from our stores and [email protected] website address, and in addition, our Boyner Key
support line of 0212 444 22 77 is also in the service of our customers.
We have put into service a B2B (Business to Business) system which enables all our suppliers, being
members of Boyner electronic business partnership system, to manage the entrance/exit/sales/
storage information of their own products, including also the intraday sales of them, in product/location
and time terms and dimensions. All suppliers, being a member of this system, can use this B2B
system by having access to http://ortak.boyner.com.tr address by using their own passwords. The
system has been designed especially to support the VMI (Vendor Managed Inventory), and permits
the users to identify a lot of reports they wish through a safe infrastructure and a flexible interface.
We are taking care of confidentiality of all trade secret data and information of our customers and
suppliers.
17.
Social Responsibility:
Our Company acts sensitively towards all pioneered or supported or sponsored social and community
projects for the sake of environment, community or generally public.
We are showing ultimate attention to compliance of the sponsored and financed projects with the
applicable laws and regulations pertaining to environmental and public health.
Our Company has not so far been exposed to any accusation or sanction relating to environmental
protection, nor has it ever been sued in connection therewith.
For the sake of its social responsibility and for the purpose of making contributions thereto, our
Company is taking initiatives for recycling of used papers. Furthermore, our nylon bags are redesigned
by using recycled materials. In order to assure quicker recycling to the nature, as from the end of June
2009, for the first time in Turkey, at the same time both recycled material is used and oxodegradable
(degradable in nature) bags are produced for use in our Stores.
Our Environmental Responsibility:
Our Company has taken actions for recycling of used papers. Our nylon bags are redesigned by using
recycled materials. In order to assure quicker recycling to the nature, as from the end of June 2009, for
the first time in Turkey, at the same time both recycled material is used and oxodegradable
(degradable in nature) bags are produced for use in our Stores. Our Company has not so far been
exposed to any accusation or sanction relating to environmental protection, nor has it ever been sued
in connection therewith.
Our Social Investment & Social Responsibility Initiatives:
Our approach towards social responsibility initiatives is not only to provide financial support for solution
of social problems handled therein, but also to be a part of the change and transformation and to play
an active role in solution of the problem. We are attaching importance to participation and cooperation
in management and implementation of social responsibility initiatives. Boyner has recognized and
15
described the implementation of our corporate volunteerism program as a part of its responsible
citizenship approach. Boyner aims to raise the responsible citizenship consciousness and awareness
of its employees and to reinforce and generalize its public benefit initiatives with the support and help
of its employees.
Our Company acts sensitively towards all pioneered or supported or sponsored social and community
projects for the sake of environment, community or generally public. We are showing ultimate attention
to compliance of the sponsored and financed projects with the applicable laws and regulations
pertaining to environmental and public health.
Nar Taneleri (Pomegranate Seeds)
(Strong Young Women – Happy Tomorrow)
Through this NAR TANELERİ (POMEGRANATE SEEDS) (“Strong Young Women – Happy
Tomorrow”) Project scheduled and implemented for the period of 2009-2013 as a collaborative project
of our Group Companies, we are not only providing a social benefit, but also putting into practice an
exemplary project management structure reflecting the dialogue between public and private sectors
and civil society. We aim to further reinforce our support given to social development and growth of
Turkey particularly with support to be given by us for equality of women and men.
PURPOSE OF THE PROJECT: By this project, at least high school graduate young women between
18 and 24 years of age grown up in orphanages, being generally exposed to social and economic
ostracization, are encouraged to continue their education, and their personal development and job
search skills are developed so as to prepare them for labor markets, and steps are taken for making
contribution to resolution of problems arising out of gender-based discrimination, and they are trained
under direction of mentors in socioeconomic terms through mentorship system.

A training of fifteen days is given for development of personal development and job search skills of
participants. Job search support is given to them for finding a qualified job in the labor market.
They are guided in the course of transition from school to working life in terms of profession and
career; and education and career counseling are provided to young women wishing to continue
their education.

In 2009, 34 participants found a job (87%), 4 participants continued their education (10.5%), and 1
participant entered the job search process (2.5%). In 2010, 11 participants found a job (27.5%),
22 participants continued their education (55%), and 7 participants entered the job search process
(17.5%). In 2011, 5 participants found a job (12%), 29 participants continued their education
(69%), and 8 participants entered the job search process (19%).
Our Sponsorships:





Through the United Brands Association which we are a member of, we sponsored the cost of
school uniforms of 500 elementary school students from poor families, with participation of other
Association-member corporations as well.
We sponsored the Youth Philharmonic Orchestra Project of Community Volunteers Foundation.
We sponsored the cost of clothing needs of refugee and asylum seeker children taken under
protection in Yeldeğirmeni Youth Center of SHÇEK.
th
6 of Photograph Contest organized every year with cooperation of Boyner Büyük Mağazacılık
A.Ş. and Fotoğraf Magazine is organized with “Joy” theme in 2011. Results of contest will be
published in March 2012.
Boyner was the main sponsor of fashion shows organized as a part of Istanbul Fashion Week by
Gamze Saraçoğlu, the designer of our private brand Cotton Bar since 7 seasons. This
16
sponsorship given since the first year of Istanbul Fashion Week is considered as the most stable
and consistent sponsorship of that organization.
Volunteering Activities of Our Employees:
As Boyner Group Volunteers (BGG), our 436 employees have provided communal benefits through
their volunteer works of 2117 hours in total in 2011, based on training and socio-cultural development
of children and youth, and employment of youth and women, and social supports to disadvantaged
population groups.
Our Projects in 2011:
“Different Colors, Different Cultures Project”
April 2011 – Ongoing
In this project implemented by us in partnership with the Association for Solidarity With Asylum
Seekers and Migrants and in cooperation with Yeldeğirmeni Youth Center of SHÇEK, we are giving
social support to child and young migrants and asylum seekers below 18 years of age or between 18
and 30 years of age, who have come to Turkey from different countries through legal or illegal ways
due to poverty, war or breaches of human rights. During 2011, our 40 employees have voluntarily
spent a total of 187 hours for this project and supported the group assigned to us in the project.
Grenadine (Nar Şurubu):
June – July 2011
By this Corporate Social Responsibility project of our Group developed in 2009, we are acting as a
role model for, and supporting socialization of, and explaining the employment opportunities in private
sector to, and making contribution to intellectual development of, young women grown up in SHÇEK
orphanages. During 2011, our 25 volunteer employees have voluntarily worked for 139 hours in 5
activities.
School Friendly – Curious Books
March – June 2011
In this project implemented in cooperation with ÖSGD (Private Sector Volunteers Association), we are
sharing our time with children of families from low socio-economic group, and are aiming to improve
their academic achievements and skills through reading activities. We are encouraging them to
develop their reading habit by organizing reading hours for them. Our 5 volunteers have given 31
hours voluntary contribution in this project.
For Our Common Denominator Children Project
April 2011 – Ongoing
Boyner Büyük Mağazacılık A.Ş. volunteers have supported the personal development of our
elementary school children, the enhancement of motivation of our sick children, and the social
improvement of our disadvantaged children through 18 activities organized in our 12 stores in 9 cities
with contributions of 265 volunteer employees for a total volunteering time of 1141 ho6urs.
17
Our Campaigns in 2011:
“Share Your Excess” Campaign:
September – November 2011
Our 19 volunteers have spent a total of 77.5 hours volunteering time for categorizing, packing, and
cleaning of clothing aid materials and delivering the same to our partners in this project,
Van Earthquake Clothing Aid Campaign:
October 2011
This campaign organized for supplying provisions under leadership of BGG has been supported not
only by corporate supports of our group companies, but also by personal support of our volunteers. In
nd
the 2 day after earthquake, the first packages have been sent to Van, and our support has continued
for 1 month.
Blood Donation Campaign:
24 November 2011
Our personnel has immediately responded to the blood donation call made by the Red Crescent
following Van Earthquake, and a total of 53.5 liters blood has been donated with participation of our
107 volunteers in İzmir and Istanbul.
Our Activities:
Environmental Activity:
September 2011
Our 15 volunteers working in Boyner Bursa Store have spent a total time of 94 hours for the tree
planting activity.
Our Motivation Activities:
June, October, November 2011
As a part of our Motivation Visits to Sick Children, through 7 activities participated by 57 volunteers
with a total of 239 hours contribution, different activities have been organized so as to lift the spirit of
children during their treatment process.
Balçacı Hospital Children Section, October 2011
Cerrahpaşa Elementary School, November 2011
Aegean University Oncology Festival, April 2011
Street Kids Solidarity Association, June 2011
Uludağ University Children Section, April-May-June 2011
18
PART IV: BOARD OF DIRECTORS:
18.
Structure, Composition and Independent Directors of the Board of Directors:
Our Board of Directors is comprised of executive and non-executive directors.
Positions of Chief Executive Officer (President of Board of Directors) and General Manager are filled in
by different persons.
Directors, including independent directors, are being elected from among nominees having the
qualifications sought for by the applicable laws and regulations.
The business activities and operations of the Company are carried out, managed and represented by
a Board of Directors composed of (6) directors, two of them being independent directors, elected by
the General Assembly of Shareholders for a minimum term of office of one year and a maximum term
of office of three years.
Pursuant to the pertinent laws, the Directors are elected for a minimum term of office of one year and
a maximum term of office of three years. Any Director whose term of office is over may be re-elected.
The General Assembly of Shareholders may at any time and in its sole discretion replace any of the
Directors if and when deemed necessary.
The Board of Directors meets whenever deemed fit and necessary for the business activities and
operations of the Company.
The Company is managed and represented in all aspects by the Board of Directors. In order to be
valid and binding on the Company, all kinds of documents, certificates, contracts and agreements of
the Company are required to be signed by the authorized signatories of the Company under the
common seal and name of the Company.
The Board of Directors is authorized to take and implement decisions on all and any matters of every
kind beyond the limits of sole authorization of the General Assembly of Shareholders pursuant to and
under provisions of the Turkish Commercial Code, the Capital Markets Law and other applicable laws
and regulations.
The Board of Directors may, pursuant to Article 319 of the Turkish Commercial Code, decide to
distribute and allocate its managerial and representation duties and functions to its members, or to a
separate executive committee to be constituted by its members, or to managing (executive) director or
directors, or to manager or managers regardless of their being a shareholder in the Company or not.
19
Information about our Board of Directors and our General Manager are tabulated below:
Name and Surname
CEO (President)
Executive /
Independent / Nonexecutive
Non-executive
Vice President
Non-executive
Colin Douglas Clark
Director
Non-executive
N. Mehmet İnal
Director
Non-executive
Vittorio Radice
Director
Vural Günal
Director
Non-executive /
Independent
Non-executive /
Independent
H. Cem Boyner
Sunil Kumar Nair
Job Position
Name and Surname
Job Position
R. Aslı Karadeniz
General Manager
19.
Company
Boyner Holding A.Ş.
Citi Venture Capital
International
Citi Venture Capital
International
Boyner Holding A.Ş.
La Rinascente Srl
Pekin and Pekin Law Office
Qualifications of Directors:
In election of directors to the Board of Directors, both the qualifications imposed by the applicable laws
and the qualifications specified in the Corporate Governance Principles are sought for. The Board of
Directors is composed of directors bearing these qualifications so as to derive the maximum benefits
and efficiency from them.
The persons nominated for the Board of Directors are expected not only to bear the said qualifications,
but also to be well-equipped so as to own the basic know-how about the operations within the fields of
business of the Company and about the relevant applicable laws and regulations.
Top level effective and competent persons are elected to the Board of Directors in order to assure
maximum satisfaction of the Company shareholders and stakeholders with the operations of the
Company.
20.
Company’s Mission, Vision and Strategic Goals:
Our Company’s strategic goals are determined and formulated by our Company executives by
considering the economic parameters, market and competition conditions and our Company’s shortand long-term targets, and are presented to the approval of the Board of Directors.
These strategies and goals are comprehensibly reviewed and discussed by our Board of Directors.
The progress of these strategies and goals approved by the Board of Directors as above is further
traced and comprehensibly reviewed in meetings of the Board of Directors held frequently within
periods of time stipulated by the applicable laws.
20
The approved yearly budget and its progress levels are reviewed and discussed in the meetings of the
Board of Directors by considering the conditions in the market sector of our Company, the position of
our Company in that sector, our Company’s performance during the period, our Company’s financial
standing and situation and its past period performances.
Our Company’s mission, vision and growth and expansion strategies are reviewed and revised
together with budget negotiations and discussions every year.
21.
Risk Management and Internal Control Mechanisms:
For the sake of protection of rights and interests of shareholders of our Company, the compliance of
activities and operations with the budgets, regulations, procedures and directives, and applicable laws,
and generally accepted accounting principles, is regularly monitored, inspected and checked by our
Company’s executives and managers within the frame of their fields of duty and responsibility with a
view to producing suggestions against internal and external risks.
Supervision and security of information technologies are handled within the framework of ISO 27001
(International Information Security Management Systems).
All financial risks, particularly liquidity, credit, currency and inventory management, are regularly
monitored, and the results thereof are reported to the Board of Directors.
The Internal Audit Department of the Holding is working for our Company as well. At the same time,
the works for organization of an internal audit department in our Company are also ongoing.
22.
Powers and Responsibilities of Directors and Executives:
Powers of our Board of Directors are clearly specified in our Articles of Association.
Pursuant to our Articles of Association, the Board of Directors is authorized to take and implement
decisions on all and any matters of every kind beyond the limits of sole authorization of the General
Assembly of Shareholders pursuant to and under provisions of the Turkish Commercial Code, the
Capital Markets Law and other applicable laws and regulations.
The Board of Directors may, pursuant to Article 319 of the Turkish Commercial Code, decide to
distribute and allocate its managerial and representation duties and functions to its members, or to a
separate executive committee to be constituted by its members, or to managing (executive) director or
directors, or to manager or managers regardless of their being a shareholder in the Company or not.
23.
Principles of Activities of Board of Directors:
Draft Agenda of the meetings of the Board of Directors is prepared by our General Manager, and is
then finalized by a decision of the Board of Directors in the light of suggestions of President and
members of the Board of Directors.
The Board meetings are held with participation of all of its members, except for unforeseeable
exceptions relating thereto. Meeting quorum in the Board meetings is reached by presence of at least
5 (five) members of the Board of Directors.
Our Board of Directors meets within the principles imposed by the Turkish Commercial Code and the
Articles of Association, and takes its decisions with affirmative vote of at least 5 (five) directors.
Calls for meetings are sent by telephone and e-mail.
21
Our Board of Directors has taken a total of 30 decisions during 2011. All decisions have been taken by
participation of majority.
None of our Directors has a casting vote and/or a negative veto right.
None of our Directors has voted against the proposed Decisions of the Board of Directors during 2011.
We have a secretariat appointed to inform the Directors about the internal services and to
communicate with the Directors.
24.
Prohibition to Enter Into Commercial Deals and to Compete With the Company:
The prohibition for our controlling shareholders, Directors, top echelon executives and their spouses
and their blood relatives and relatives by marriage up to second degree to enter into commercial deals
and to compete with the Company in such manner to lead to a conflict of interests with the Company
during the period is reviewed and revised by our General Assembly of Shareholders in its Annual
Ordinary Meetings, and the requested authorizations and permissions, if any, are granted, pursuant to
provisions of Articles 334 and 335 of the Turkish Commercial Code.
25.
Ethical Rules:
The ethical rules of our Holding Company which are applied in daily life and have almost become
traditions since many years are being followed up by our Company as well.
The ethical rules accepted by our Company are shown in our internet website as well.
26.
Number, Organization and Independence of Committees of the Board of Directors:
Our Company has an Audit Committee and a Corporate Governance Committee. The Corporate
Governance Committee further performs the functions of the Nomination, Early Risk Detection and
Waging Committees which are not yet formed.
These committees are headed by non-executive members of our Board of Directors.
The following table shows information about members of the Audit Committee of the Board of
Directors:
Name and Surname
N. Mehmet İnal
Position in
Committee
Chairman
Vural Günal
Member
Education
Discipline
Business
Administration
Law
Position in
Board of Directors
Director
Independent
Director
The following table shows information about members of the Corporate Governance Committee of the
Board of Directors:
Name and Surname
Vural Günal
Position in
Committee
Chairman
Education
Discipline
Law
N. Mehmet İnal
Member
Business
Administration
Position in
Board of Directors
Independent
Director
Director
22
27.
Fiscal Rights Granted to Directors:
If decided so by the General Assembly of Shareholders, the Directors may be paid a certain
remuneration or fee per month, per year or per meeting. The amounts of these remunerations and
fees are also decided by the General Assembly of Shareholders.
The “waging policy” included as an item in the Agenda of 2011 Annual Ordinary Meeting of the
General Assembly of Shareholders will be published in our internet website after it is discussed in the
General Assembly of Shareholders.
The Directors do not have any outstanding loan or debt relations with our Company.