Corporate Governance Compliance Report - Zorlu Enerji

Zorlu Enerji Elektrik Üretim A.fi. Corporate Governance Compliance Report
General Board Meeting of Shareholders’ agenda
(Article 8) has been explained to attendants and
accepted in General Board Meeting of Shareholder
unanimously.
The results of year 2005 are 4.448.346 YTL
consolidated net profit and 33.590.146 YTL loss
according to records held in accordance to tax laws
applied, since it is stated in decision, no. 7/242,
dated 25.02.2005, of Capital Markets Committee that
if financial tables prepared according to Capital
Markets Committee or legal records shows loss in
any fiscal period, company do not perform a
distribution of profit, therefore, company did not
perform a distribution of profit, since the company’s
legal records are closed with loss for the year 2005.
7- Assignment of Shares
In the Main Contract of the Company, there is no
regulation limiting the assignment of shares. The
statement “Assignment of shares is permitted with
the condition of compliance to Turkish Trade Law
regulations of, Capital Markets Committee and
Energy Market Regulation Committee and Main
Contract of the Company” constitutes the Article 6 of
the Main Contract.
SECTION II- Informing the Public and Transparency
8- Company Policy for Releasing Information
Zorlu Enerji Elektrik Üretim A.fi.’s Company Policy for
Releasing Information has been formed around the
Capital Markets Committee Principles of Corporate
Management in 2005, and, during the 2006 Periodic
General Board Meeting of Shareholders, presented to
the investors as an attachment to the Annual Report.
Company Policy for Releasing Information is also
presented to public through company’s website.
The contents of the Policy for Releasing Information
are as follows:
• Any information disclosed to public should be clear, isochronal
and correct
• Contents of the information to be disclosed to public
• Frequency of public disclosures and media
• Information tools
• People authorized to do the disclosures
• Relations of the members of the Board of Directors and the
managers with the press.
• Meetings for Investors
• General Board Meetings of Shareholders
• Announcements made for press and media
• Efficiency of the website
• Future oriented announcements
Company Policy for Releasing Information is
approved by Board of Directors. Board is responsible
for following up, controlling and developing the
Company Policy for releasing Information. Investor
Relations Unit will be responsible for supervision and
proceedings of the policy.
9- Announcements About Special Situation
The Company made 40 announcements about
special situations in 2006, these announcements
have been sent to Capital Markets Committee and
Istanbul Stock Exchange Market. For two of those
announcements, ISE and Capital Markets Committee
have requested additional information. The unit
responsible for explaining special situations is
Investor Relations Unit. Since the company’s stocks
are not in foreign markets, announcements were
made only inside the country.
10- Company website and contents
Company has an active and easy accessible website.
On the website, www.zoren.com.tr, all the
information given in Capital Markets Committee
Principles of Corporate Management Section II –
Article I.11.5 are provided. Website has been
rearrenged at the beginning of 2006 and deficiencies
determined in 2005 have been corrected.
11- Announcement of the Real Person Final
Dominant Shareholder, Right Holder
There is no real person as a decisive shareholder.
Partners of the Company are as follows:
Nominal Value
Partners Capital Share (%) of Shares (YTL)
Zorlu Holding A.fi. 43.21 35.288.432,74
Korteks Mensucat San. ve Tic.A.fi. 17.55 14.330.198,11
Prime Emerging M. 3.50 2.858.287,25
Zorlu Linen Dokuma Empirme
Konf. San.ve Tic. A.fi. 0.53 428,743,09
Linens Pazarlama A.fi. 0.47 383.827,15
Zorluteks Tekstil Tic. ve San. A.fi. 0.23 191.913,57
Zorlu Gayrimenkul Gel. ve Yat.A.fi. 0.35 287.870,36
Zorlu Grand Otel ‹flletmeleri A.fi. 0.23 191.913,57
Vestel Elektronik San. ve Tic. A.fi. 0.40 326.661,40
Zorlu D›fl Tic. A.fi. 4.12 3.361.276,00
Open to Public 29.41 24.016.226,76
TOTAL 100,00 81.665.350,00
34 Zorlu Enerji 2006 Annual Report