The administration of Çimsa Cement Industry and Trade Inc. prides itself on its transparent and close communication with its shareholders. The main goal is increasing the value of Çimsa Cement Industry and Trade Inc. for the existing shareholders and making it an attractive investment tool for potential investors. To this end, Çimsa Cement Industry and Trade Inc.’s administration applies strategic plans and follows widely recognized accounting principles and the rules of the Capital Market Regulation to report the results of these strategic plans in a complete, fair, accurate, timely and understandable manner to its shareholders, investors and capital market specialists (in other words, the participants of the capital market). Çimsa Cement Industry and Trade Inc. adheres to the Capital Market Regulation, the rules of the Capital Market Board (CMB) and the Istanbul Stock Exchange (ISE) and seeks to ensure that CMB Corporate Governance Principles are applied. The information policy covers all the employees and consultants of Çimsa Cement Industry and Trade Inc. and regulates the verbal and written communication of Çimsa Cement Industry and Trade Inc. with the participants of the capital market.
2. Authority and Responsibility
The information policy has been set by the Board of Directors in line with the CMB Corporate Governance Principles. The Board of Directors is responsible for monitoring, supervising and improving the policy of Çimsa Cement Industry and Trade Inc. for informing the public. The department of Financial Affairs and/or the Assistant General Manager of Financial Affairs has been charged with supervising and monitoring the efforts to inform the public.
3.The Methods and Tools Used to Inform the Public
Information is provided through material disclosures, financial statements and reports, annual activity reports, websites, presentations, investor meetings and teleconferences, information letters and press releases. Without prejudice to the provisions of the Capital Market Regulation and the Turkish Trade Code (TTC), the methods and tools used by Çimsa Cement Industry and Trade Inc. to inform the public are specified below:
- Reports sent to ISE for material disclosures (Notifications are made on Public Disclosure Platform (PDP) digitally on time)
- Financial statements and notes sent to ISE on a regular basis, independent audit report, declarations and activity reports (Related statement, reports and declarations are provided on Public Disclosure Platform digitally on time)
- Announcements and notices made through the Turkish Trade Registry Gazette and newspapers (Prospectuses, circulars, call to General Assembly Meeting, etc.)
- Press releases published through broadcast and print media channels.
- Notices made to news agencies like Reuters, Forex etc,
- Face to face or teleconference information meetings and conferences that are held with participants of the capital market.
- Corporate website www.cimsa.com.tr
- Announcements made through communication methods and tools such as telephone, mobile phone (WAP and similar technologies) electronic mails, telefax etc.
4.Disclosure and Presentation of the Financial Statements
The financial tables and notes of Çimsa Cement Industry and Trade Inc. are prepared on a consolidated basis and in line with the International Financial Reporting Standards (IFRS). They are subjected to independent audit, in line with the International Auditing Standards (IAS) and sent to ISE for disclosure to the public. Before the financial statements and notes are released to the public, they must be approved by the Board of Directors upon the consent of the Audit Council, pursuant to the Capital Market Legislation. Financial statements and notes as well as the independent audit report and its appendices are sent to ISE in line with the CMB and ISE regulations, following the approval of the Board of Directors. Financial tables and notes are also digitally publicized on the dates requested in the form of PDP statement.
5.Disclosure and Presentation of the Activity Report
The activity report is prepared in line with the Capital Market Legislation and the CMB Corporate Governance Principles. After it is approved by the Board of Directors, it is disclosed together with the financial statements and published on our website; www.cimsa.com.tr
6.Material Disclosures and Authorized Staff
Material disclosures of Çimsa Cement Industry and Trade Inc. are prepared by the by the department of Financial Affairs. Material disclosures of Çimsa Cement Industry and Trade Inc. are signed by the General Manager and the Assistant General Manager of Financial Affairs and sent to ISE. If this is not possible, they are signed by the Financial Affairs Manager and/or by other Assistant General Managers and sent to ISE. Material disclosures are sent to ISE through the quickest communication tools. They are also digitally announced in the form of PDP statements. Any piece of information that can be considered to be significant and special for a reasonable investor, will be deemed material information. If any Çimsa Cement Industry and Trade Inc. employee discovers that any piece of information that should not be in public domain, has been disclosed in an authorized and undesired manner, the department of Financial Affairs and/or the Assistant General Manager of Financial Affairs. In such an event, the department of Financial Affairs and/or the Assistant General Manager of Financial Affairs will prepare a material disclosure in line with the Capital Market Legislation and submit the same to ISE. Çimsa Cement Industry and Trade Inc. shall publish the material disclosures within the next business day after the material disclosure was made at the latest, on its website and keep the same announcements on its website for a minimum of five years.
7.People authorized to make public statements
In addition to the above statements, written and verbal information requests of the participants of the Capital Market Board or any organization/person, will be considered by Financial Affairs. The department of Financial Affairs will verify whether the information can be considered a trade secret and if it can affect investment decisions and the value of the capital market tools in line with the Communiqué of the CMB, serial no VIII and no 54. Requests for written and verbal information will be executed by the relevant department, after the evaluation of the department of Financial Affairs and/or the Assistant General Manager of Financial Affairs . Press releases made for the printed and visual media and data distribution channels such as Reuters and Forex, will be subject to the approval of the Chairman of the Board of the Directors or General Manager. Other than that, unless specially charged to do so, the staff of Çimsa Cement Industry and Trade Inc. will not be are authorized to respond to questions from participants in the capital market. Information requests are forwarded to the department of Financail Affairs.
8.Employees with Administrative Responsibility
Employees with administrative responsibility are those who have direct or indirect access to internal information on Çimsa Cement Industry and Trade Inc. and who are authorized to make administrative decisions that will affect the future development and commercial targets of the company.
9.Communication with the Capital Market Participants
Çimsa Cement Industry and Trade Inc. does not provide guidance on the expectations about the interim and annual results of the company. It prefers instead to communicate the critical points, strategic approaches and important factors that facilitate a better understanding of the industry, to the participants of the capital market. Unless otherwise indicated, its communication with the participants of the capital market can be performed only by employees authorized to make public statements on behalf of Çimsa Cement Industry and Trade Inc.
10. Incorrect news, rumors and speculations
As a principle, Çimsa Cement Industry and Trade Inc. does not make statements about market rumors or speculations in the market. News and rumors about Çimsa Cement Industry and Trade Inc. both on the media and websites are monitored, and the Office of The department of Financial Affairs and/or the Assistant General Manager of Financial Affairs evaluates whether such rumors and news will have an impact one the quity instruments. The department of Financial Affairs and/or the Assistant General Manager of Financial Affairs wheather a disclosure is necassary according to the 18th article of the Communiqué of the Capital Markets Board serial no VIII and no 54. Also, when (CMB) and/or (ISE) requests confirmation in line with the Capital Markets Board, or when the administration decides that it is necessary and suitable to make a disclosure, a disclosure will be made about any rumors circulating in the market.
11.Meetings with Investors and Analysts
General Manager is responsible for maintaining relationships with existing and potential shareholders in Çimsa Cement Industry and Trade Inc. in a regular manner and to reply to investors’ questions in the most efficient manner and to carry out the works intended to increase the company’s value. The Assistant General Manager of Financial Affairs, reporting directly to the General Manager, and the Strategy and Business Development Manager, utilize roadshows, teleconferences, e-mail, fax, analyst presentations, and announcements/releases to increase Çimsa’s appeal in international markets and to draw attention to the advantages it offers compared to its rivals. All meeting requests of the shareholders are accepted and meetings are held with the attendance of the highest possible level of representatives. Çimsa Cement Industry and Trade Inc. considers analyst reports the property of the company that prepares the analysis and will not publish them on its website. Çimsa Cement Industry and Trade Inc. does not review, verify, approve, assume responsibility for or disburse the analyst reports or income models. However, in some certain and limited situations and when requested, in order to prevent the provision of misinformation to the public, it may review the analyst reports provided that historical data are used, and provided that it is not limited to a specific subject.
Çimsa Cement Industry and Trade Inc. Çimento Sanayi ve Ticaret A.Ş. avoids discussing with the participants of the capital board the financial statements and other relevant subjects in certain periods of the calendar year, in order to prevent asymmetrical information distribution and unauthorized disclosures about its financial results. This period is called the ‘Silent Period.’ The silent period starts on the 15th of the month following the end of every quarter interim period and end of the annual fiscal period, and ends one business day after disclosure of the financial statements and notes. During the silent period:
- In one to one or group meetings with participants of the capital market, except for publicized information, the financial situation of Çimsa Cement Industry and Trade Inc. will not be discussed.
- Unless considered necessary, and without prejudice to the provisions of the Capital Market Board, the company will not express its views on its activities and financial standing position.
- Except for information publicized regarding the financial results, neither direct questions asked nor questions from groups will be answered and no response will be given to such groups. In such a case, the statements will be published on the website.
13.Web site of Çimsa Çimento Sanayi ve Ticaret A.Ş.
In order to inform the public, in line with the recommendations of the CMB Corporate Governance Principles, the website of Çimsa Cement Industry and Trade Inc; www.cimsa.com.tr is actively used. The statements on the website of Çimsa Cement Industry and Trade Inc. are not a substitute for the material disclosures or statements that have to be done in line with the CMB regulations. All the public disclosures made by Çimsa Cement Industry and Trade Inc. will be available on its website. The website are structured and mapped accordingly. Measures are taken to ensure the security of the website. It will has Turkish content in original accordance with the CMB Corporate Governance Principles. Especially the announcements for General Assembly Meetings, the agenda, the briefing document on agenda, and any other information, documents and reports , methods for participation in the General Assembly Meeting must be paid particular attention on are placed on the website accordingly to draw attention. The website is continually updated. Some of the important content on the website is listed below:
- Detailed information about corporate identity
- Vision and main strategies
- Information about the members of the Board of Directors and the senior top management
- The organization and the shareholder structure of the company
- The Articles of the Association of the company
- Trade Registration Data
- Financial statements
- Press releases
- CMB Material Disclosures
- General Assembly Meeting Date, agenda, the disclosures about the topics of the agenda
- General Assembly Meeting Minutes and List of Attendants
- Sample of Proxy Statement
- Corporate Management Applications and compliance report
- Dividend distribution policy, history and capital increases
- Dislosure policy
- Frequently asked questions