Çimsa Çimento Sanayi ve Ticaret A.Ş management is proud to be in a transparent and close communication with its shareholders. The main objective is to increase the value of Çimsa Çimento Sanayi ve Ticaret A.Ş. for its shareholders while making its investments as an attractive investment instrument for potential investors.
The management of Çimsa Çimento Sanayi ve Ticaret A.Ş has implemented strategic plans in line with this purpose and adopts the principle of sharing the results with the shareholders, investors and capital market specialists (together with capital market participants) in a fair, accurate, timely and comprehensible manner, within the framework of financial reporting standards and Capital Markets Legislation provisions.
Çimsa Çimento Sanayi ve Ticaret A.Ş complies with the Capital Market Legislation, Turkish Commercial Code regulation and Borsa İstanbul A.Ş. (BİST) regulations; and takes the utmost care to implement the principles which are included in the CMB (Capital Markets Board) Corporate Governance Principles.
Information Policy includes all Çimsa Çimento Sanayi ve Ticaret A.Ş employees and consultants; and regulates written and oral communication between Çimsa Çimento Sanayi ve Ticaret A.Ş. and capital market participants.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Information Policy has been prepared in accordance with Article 17 of the Capital Markets Board's "Special Case Notice" numbered II-15.1;and it is announced to all its stakeholders via Çimsa Çimento Sanayi ve Ticaret A.Ş website (www.cimsa.com.tr).
2. Authority and Responsibility
Information Policy has been prepared within the framework of CMB Corporate Governance Principles and approved by the Board of Directors. It is under the authority and responsibility of the Board to hold public disclosure and to monitor, supervise, and develop information policy of Çimsa Çimento Sanayi ve Ticaret A.Ş. The Assistant General Management (Finance and Financial Affairs) has been assigned to observe and monitor all aspects of public disclosure.
3. Public Disclosure Methods and Tools
Information is provided by means such as special case disclosures, financial statements and reports, annual reports, web pages, presentations, investor meetings and teleconferences, informative texts, press bulletins and Trade Registry Gazette. Without prejudice to the provisions of the Capital Market Legislation and the Turkish Commercial Code (TTK), the basic methods and means of public disclosure used by Çimsa Çimento Sanayi ve Ticaret A.Ş are as follows;
- Special case disclosures communicated through the Public Disclosure Platform
- Financial statements and footnotes, independent audit report, statements and activity report communicated periodically to the Public Disclosure Platform,
- Notices and announcements made through T. Trade Registry Gazette (circulars, general meeting call etc.),
- Press statements made through written and visual media,
- Disclosures made to data distribution organizations such as Reuters, Forex etc.,
- Information discussions and meetings held face-to-face or via teleconference with capital market participants,
- Information on the corporate website, (www.cimsa.com.tr)
- Disclosures made via communication methods and means such as phone, mobile phone (wap and similar technologies), electronic mail, telefax etc.
4. Disclosure of Financial Statements to the Public
Financial statements and footnotes of Çimsa Çimento Sanayi ve Ticaret A.Ş are prepared on a consolidated basis and in accordance with Turkey Accounting Standards/Turkey Financial Reporting Standards (TMS/TFRS). The annual and six-month financial statements are independently audited and announced to the public.
Before the financial statements and footnotes are disclosed to the public, they are approved by the Board of Directors, with the appropriate opinion of the Committee for Audit, in accordance with the provisions of the Capital Markets Legislation. After the declaration of accuracy is signed, in line with the regulations of SPK and BİST, the financial statements and footnotes, the independent audit report, and the accompanying documents are communicated to KAP following the approval of the Board of Directors, announced to the public, and published in the Company website. The previous financial statements and footnotes can be accessed via the company website.
5. Public Disclosure of the Annual Report
Annual report is prepared in line with Capital Markets Legislation and SPK Corporate Governance Principles. It is approved by the Board of Directors and announced to the public together with the financial statements. It is published on the company website (www.cimsa.com.tr).
In addition, a summary annual report is prepared every three months and published together with the financial statements on Public Disclosure Platform and company website. The annual report prepared is also printed in paper to be given to the relevant parties.
6. Public Disclosure of Special Cases and Authorities
Special case disclosures of Çimsa Çimento Sanayi ve Ticaret A.Ş are prepared by the Assistant General Management (Finance and Financial Affairs), signed electronically, communicated to Public Disclosure Platform and announced to the public.
Special case disclosures are arranged to be timely, accurate, comprehensible, sufficient and free from misleading statements in order to help the persons and organizations that will use these during their decision making process.
If any employee of Çimsa Çimento Sanayi ve Ticaret A.Ş realizes that important and specific information which has not been publicly announced before is disclosed to the public inadvertently, the person must report it immediately to the Assistant General Management (Finance and Financial Affairs). In such case, the Assistant General Management (Finance and Financial Affairs) shall prepare an appropriate special case statement in accordance with the provisions of the Capital Markets Legislation and submit it to the Public Disclosure Platform.
Çimsa Çimento Sanayi ve Ticaret A.Ş announces the special case statements on the web site (www.cimsa.com.tr) within the next business day after the announcement to the public and retains these statements for five years on the website.
7. Authorities with Power of Making Public Disclosures
Apart from the above-mentioned notifications, the written and oral information requests submitted by the Capital Markets Participants or by any organization/person are assessed by the Assistant General Management (Finance and Financial Affairs). Depending on the content of the request, the assessment takes into consideration whether it is a trade secret and whether it affects investment decisions and the value of the capital market instruments within the framework of "Special Case Notice" of Capital Markets Board with serial no II - 15.1. Replies to the written and oral information requests are made by the related unit, following the assessment by the Assistant General Management (Finance and Financial Affairs).
Press releases to the written and visual media and data distribution channels such as Reuters, Forex, etc. can only be made by the Chairman of the Board and the General Manager.
Apart from this, Çimsa Çimento Sanayi ve Ticaret A.Ş. employees cannot answer questions from capital market participan, unless they are assigned to do so. Incoming information requests are directed to the Assistant General Management (Finance and Financial Affairs).
8. List of Persons with Administrative Authority and Access to Internal Information
Those with administrative authority are who have, directly or indirectly, regular access to the internal information of Çimsa Çimento Sanayi ve Ticaret A.Ş and who are authorized to make administrative decisions affecting the future development and commercial objectives of Çimsa Çimento Sanayi ve Ticaret A.Ş. Therefore, those who are not authorized to make administrative decisions are not considered within the scope of the persons who have administrative authority and constant access to internal information.
Besides the members of the Board of Directors, the group of people who have regular access to information and the authority to make administrative decisions are composed of General Manager and Assistant General Managers.
The list of those who have access to internal information is retained in written form at the office of Assistant General Management (Finance and Financial Affairs), in accordance with Article 7 of "Special Case Notice" of the Capital Markets Board with serial no II-15.1, to be submitted to CMB and/or BİST, when requested. Everyone on the list is informed that the internal information must be protected and they must comply with the privacy rules on their duties. This list is available at Çimsa Çimento Sanayi ve Ticaret A.Ş and has been reported to the Central Registry Agency. The report is renewed upon any changes in the list.
9. Communication with Capital Market Participants
Çimsa Çimento Sanayi ve Ticaret A.Ş does not provide guidance on expectations regarding interim and annual operation results. Instead, Çimsa Çimento Sanayi ve Ticaret A.Ş prefers to transfer critical issues that affect the results of its activities, its strategic approaches and the important elements providing a better understanding of the industry and the environment in which it operates to the capital market participants. Unless indicated otherwise, communication with the capital market participants is carried out only by those authorized to make public disclosures on behalf of Çimsa Çimento Sanayi ve Ticaret A.Ş.
10. Baseless News on the Market
As a matter of principle, Çimsa Çimento Sanayi ve Ticaret A.Ş, do not comment on market rumors and speculations. News and rumors about Çimsa Çimento Sanayi ve Ticaret A.Ş in the media and web sites is followed up by the Corporate Communications and Sustainability Directorate and they are reported to the Assistant General Management (Finance and Financial Affairs). The Assistant General Management (Finance and Financial Affairs) assesses whether such news and information will have an impact on capital instruments.
Assistant General Management (Finance and Financial Affairs) decides whether to make special case disclosure, within the framework of Article 9 of the “Special Case Notice" of the Capital Markets Board with serial no II-15.1.
On the other hand, if SPK and/or BİST requests verification within the provisions of the Capital Markets Legislation or if the management decides that it is necessary and more appropriate to provide an answer, an announcement is made regarding the rumors and whispers in the market.
11. Postponement of Public Disclosure of Internal Information
Persons who are listed among those having access to internal information are informed that they must perform their duties, they must keep confidential the internal information which they may obtain during their performance of their duties or operations on behalf of the Company and which is not yet publicly disclosed, they must not use such information for their own benefit or to provide benefit to third parties or they must not disclose such information to third parties without having authority.
Çimsa Çimento Sanayi ve Ticaret A.Ş may postpone the disclosure of internal information to the public, within the framework of Article 6 of “Special Case Notice" of the Capital Markets Board with serial no II-15.1, in order not to undermine its legitimate interests and not to mislead the investors and it informs relevant persons and takes measures to provide confidentiality. The postponement shall be carried out upon the written approval of the Board of Directors or the General Manager assigned with general authority by the Board of Directors.
As soon as the reasons for postponement of public disclosure of internal information disappear, a public announcement is made in line with the legislation. The announcement includes the postponement decision.
12. Meetings and Discussions with Investors and Analysts
In Çimsa Çimento Sanayi ve Ticaret A.Ş., The General Directorate is responsible for maintaining the relationships with current and potential shareholders regularly, responding to the investor inquiries in the most efficient manner and performing the operations to increase the value of the company.
Assistant General Management (Finance and Financial Affairs), who directly reports to the General Manager, and Corporate Communication and Sustainability Directorate use various instruments such as roadshow, teleconference, e-mail, fax, analyst presentations and announcements/notices with the aim of direct information, in order to increase the recognition and preferability of Çimsa Çimento Sanayi ve Ticaret A.Ş. in the field of international investment, to put its advantageous aspects to forefront compared to the equivalent institutions, and to place Çimsa Çimento Sanayi ve Ticaret A.Ş. to a preferable position against other companies. All meeting requests from shareholders are responded positively and the opportunity to hold the meeting is provided at the highest level possible.
Çimsa Çimento Sanayi ve Ticaret A.Ş. considers analyst reports as the property of the company that prepared the analyst report and do not publish it on the company website (www.cimsa.com.tr). Çimsa Çimento Sanayi ve Ticaret A.Ş. does not review, verify, approve, assume responsibility for or disseminate analyst reports or income models. However, in some specific and limited circumstances and on request, the analyst reports may be reviewed only to the extent that it involves historical information and is limited to a specific issue, in order to prevent public misinformation.
13. Public Disclosure of Assessments for Future
In accordance with the information policy, Çimsa Çimento Sanayi ve Ticaret A.Ş. may sometimes publicly disclose its expectations for the future. Assessments for the future may be disclosed depending on the decision of the board of directors or written approval of the person authorized by the board of directors. Maximum four announcements can be made per year. The special case can be announced in the disclosure format or presentation format at KAP. If there is an important change, the number limit can be exceeded. It is submitted for the information of relevant parties that publicly disclosed future assessments are made according to certain assumptions and may differ from actual outcomes. The public is informed by the same instruments without any delay, if there are changes to the assessments for the future or it is obvious that the assessments will not prove to be right.
14. Silent Period
Çimsa Çimento Sanayi ve Ticaret A.Ş avoids discussing financial results and other related issues with capital market participants during certain periods of the calendar year, in order to prevent asymmetric information distribution and unauthorized disclosures on operation results. This is called "the silent period." The silent period for Çimsa Çimento Sanayi ve Ticaret A.Ş starts on the day following the end of quarterly interim, six-month and annual accounting period and ends one business day after the disclosure of financial statements and footnotes. During the silent period, Çimsa Çimento Sanayi ve Ticaret A.Ş:
At the meetings to be held individually or in groups with the capital market participants;
- Will not discuss the financial status of Çimsa Çimento Sanayi ve Ticaret A.Ş, except for the information disclosed to the public,
- Will not express its opinion on its operations and its financial status, to the extent that it is necessary and reserves the provisions of the Capital Markets Legislation,
- Questions addressed by individual and small groups will not be responded, except for the publicly disclosed information on financial results; no explanation will be made to such groups. If this is the case, announcements will be posted on the Web Site (www.cimsa.com.tr).
Furthermore, it is prohibited for the persons who have internal knowledge or continuous information during the silent period, or their spouses, their children, or those living in the same house with them, to operate in the Company's capital market instruments.
15. Market Disruptive Actions
Çimsa Çimento Sanayi ve Ticaret A.Ş. Board of Directors, within the framework of the relevant provisions of the Capital Markets Board Communiqué on Market Disruptive Actions (VI-104.1), shall take and implement the necessary measures to ensure that the persons listed on the internal information list do not use the confidential information and/or trade secret about the Company which is not disclosed publicly and is included within the scope of Market Disruptive Actions, in a way to benefit from such information or to provide benefit for other parties, and that they do not give false or misleading information about the Company or disseminate such news.
16. Çimsa Çimento Sanayi ve Ticaret A.Ş. Web Site (www.cimsa.com.tr)
The Company's website on www.cimsa.com.tr is actively used in public disclosure, as recommended by the CMB Corporate Governance Principles. The announcements present in the website of Çimsa Çimento Sanayi ve Ticaret A.Ş does not substitute for the notifications and special case disclosures required to be made in per provisions of the Capital Markets Legislation. All the announcements made to the public by Çimsa Çimento Sanayi ve Ticaret A.Ş. are accessible on the website. The website is designed and classified accordingly. All types of precautions are taken regarding the security of the website. The website is organized in Turkish in line with the content and the style prescribed by CMB Corporate Governance Principles. Financial Reports, Annual Report and certain information are also available in English. In particular, the information about the general assembly meetings to be held, information about the agenda, information about the relevant informative document, information on the agenda items, documents and reports and information about the methods of participation in the general assembly are brought to the forefront on the website. Actions to develop the website continue without interruption.
Important topics that can be followed on the website are outlined below.
- Detailed information on corporate identity
- Mission and main strategies
- Information about the members of the Board of Directors and senior management
- Organization and partnership structure of the company
- CMB Special Case Announcements
- Articles of Partnership
- Trade registry information
- Financial information
- Announcements on the meeting date, agenda, agenda items of the General Assembly
- General Assembly meeting minutes and attendance sheet
- Example of power of attorney
- Corporate Governance practices and compliance report
- Profit distribution policy, history and capital increases
- Information Policy
- Wage Policy
- Frequently Asked Questions