|Role in the Holding Company||Participant||Role on the Committee|
|Vice Chairman Responsible for Subsidiaries||Volkan Taneri||Chairman- Holding Representative|
|General Manager of Toprak Enerji||H. Mert Erdoğan||Subsidiaries Representative|
|Investor Relations Manager||Evren Atış||Research, Reporting and Communication|
Role in the Holding Company
Role on the Committee
|Human Resources Manager||Mete Toprak||Responsible of Working Group|
|Vice Chairman Responsible for Subsidiaries||Volkan Taneri||Member of Working Group|
|General Manager of Toprak Enerji||H. Mert Erdoğan||Member of Working Group|
|Investor Relations Manager||Evren Atış||Member of Working Group|
|General Manager of Vizyon Pazarlama||Sertaç Berber||Member of Working Group|
|Financial and Human Resources Manager of Zapata Deri||Aslı Kahraman||Member of Working Group|
Sustainability Committee Meeting Minutes
DUTIES AND WORKING PRINCIPLES OF THE SUSTAINABILITY COMMITTEE
1. PURPOSE and SCOPE
To report to the Board of Directors in order to determine the sustainability strategy of Derlüks Yatırım Holding A.Ş. in the fields of environmental, social and corporate governance, to execute, monitor, audit, review, improve and develop policies, targets and practices in the field of sustainability. Committee (“Committee”) was established.
This regulation aims to determine the Duties and Working Principles of the Sustainability Committee of Derlüks Yatırım Holding A.Ş.
2. FORMATION AND STRUCTURE OF THE COMMITTEE
The Committee is formed and authorized with the approval of the Board of Directors.
The Committee consists of a total of 3 members, namely the Vice Chairman of the Board of Directors, the General Manager of Toprak Yenilenebilir Enerji San. Tic. A.Ş. and the Investor Relations Manager. The Committee structure is given in the table below.
Role in the Holding Company
|Role on the Committee|
|Vice Chairman of the Board of Directors||President|
|General Manager of Toprak Yenilenebilir Enerji San. Tic. A.Ş.||Member|
|Investor Relations Manager||Member|
The Committee is chaired by the Vice Chairman of the Board of Directors. The Investor Relations Manager carries out the coordination and secretariat of the Committee. The working group carries out the implementation of the decisions taken by the Committee.
3. WORKING PROCEDURES AND PRINCIPLES
The Sustainability Committee convenes when needed, at least twice a year. The meeting call is made by the Chairman of the Committee. The agenda of the meeting is determined by the Chairman of the Committee. The meeting is held with the full participation of the number of Committee members. The Committee takes decisions on sustainability targets that concern the entire company with a 2/3 majority of votes.
The Committee secretariat keeps the decisions taken at the Committee meetings in writing, including the meeting place, time and information of the participating members.
The Committee benefits from the opinions of experts when necessary.
The decisions taken are reported to the Board of Directors through the Investor Relations Manager, and the Committee decisions that must be approved by the Board of Directors (decisions that will guide the company’s sustainability strategy) are submitted to the Board of Directors for approval.
4. DUTIES and RESPONSIBILITIES
- It carries out studies in order to integrate sustainability into Derlüks Yatırım Holding A.Ş.’s way of doing business and develops projects in this direction.
- It determines the priority issues that need to be focused on sustainability, creates the sustainability strategy, short, medium and long-term goals, roadmaps and policies. It is disclosed to the public with the decision of the Board of Directors.
- Follows national and international developments in sustainability.
- It proactively manages risks in the fields of environmental, social and corporate governance and directs the sustainability strategy of Derlüks Yatırım Holding A.Ş.
- It follows the sustainability roadmap and developments in the practices created by Derlüks Yatırım Holding A.Ş. to realize its sustainability goals, determines performance criteria within the scope of the targets and inspects the performance.
- It supports the transition to a low-carbon economy within the scope of combating climate change and enables projects to reduce carbon emissions in business processes.
- It improves, develops, executes, monitors, audits sustainability targets, policies, practices, working principles, and management systems regularly and It submits the works to the Board of Directors for approval at least once a year and within the maximum periods determined for the disclosure of annual reports to the public.
- In line with the sustainability strategy and targets of Derlüks Investment Holding A.Ş., it ensures that all employees are informed and works to internalize them.
- Derlüks Yatırım Holding A.Ş. performs stakeholder participation for all stakeholders about its sustainability strategy, policies and practices.
- It ensures that the work outputs of the committee coincide with the sustainability strategy and business strategy of Derlüks Yatırım Holding A.Ş.
- It establishes, authorizes and coordinates a working group under the Committee in order to support its activities for the effective management of sustainability issues.
- It works to ensure compliance with the principles in the Sustainability Principles Compliance Outline announced by the CMB. Prepares the reports stipulated by the Capital Market Legislation regarding sustainability and submits them to the approval of the Board of Directors to be announced to the public.
5. STRUCTURE OF THE WORKING GROUP
In order to support the implementation of the decisions taken by the Committee, a working group consisting of managers who are knowledgeable about sustainability is formed.
The Committee has the authority to make changes in the structure and number of the working group when it deems necessary. Working group consists of Vice Chairman of the Board of Directors, Investor Relations Manager, General Manager of Toprak Yenilenebilir Enerji San. Tic. A.Ş., General Manager of Vizyon Global Tüketim Malzemeleri Pazarlama Sanayi Ticaret A.Ş., and Human Resources and Corporate Development Manager.
The working group structure is given in the table below.
Role in the Holding Company
|Role in the Working Group|
|Human Resources and Corporate Development Manager||Responsible of Working Group|
|Vice Chairman of the Board of Directors||Member of Working Group|
|Investor Relations Manager||Member of Working Group|
|General Manager of Toprak Yenilenebilir Enerji San. Tic. A.Ş.||Member of Working Group|
|General Manager of Vizyon Global Tüketim Malzemeleri Pazarlama Sanayi Ticaret A.Ş.||Member of Working Group|
|General Manager of Emiliano Zapata Deri San.Tic.A.Ş. Genel Müd.||Member of Working Group|
6. DUTIES AND RESPONSIBILITIES OF THE WORKING GROUP
- The working group works directly under the Committee and is responsible for fulfilling all the tasks assigned by the Committee.
- It is responsible for setting targets in line with the decisions taken by the committee, implementing, monitoring and updating, if necessary, its work within the scope of the sustainability roadmap.
- The committee determines the working group responsible. The working group responsible is responsible for the coordination of the working group, keeping the meeting minutes and reporting the working outputs to the Committee.
7. EFFECTIVE DATE
This regulation on the Duties and Working Principles of the Sustainability Committee and the amendments to this regulation come into force as of the approval date of the Board of Directors.