Disclosure Policy
Purpose
The purpose of the Disclosure Policy is to ensure active, effective, and transparent communication by sharing all kinds of information that do not qualify as trade secrets with all stakeholders, including shareholders, investors, employees, customers, and relevant authorized institutions, in full, fair, accurate, timely, understandable, low-cost, and easily accessible manner simultaneously, in compliance with the regulations to which the Company is subject and the provisions of the Company’s Articles of Association. The Company complies with the Capital Markets Law No. 6362 (“CML”), the Turkish Commercial Code No. 6102 (“TCC”), capital markets legislation, other relevant legislation and regulations, and the regulations of Borsa İstanbul A.Ş. (“BIST”) regarding public disclosure. The Company exercises utmost care in the implementation of the principles set forth in the Corporate Governance Principles regulated under the Capital Markets Board’s (“CMB”) current Corporate Governance Communiqué. According to Article 11 of the Company’s Articles of Association titled “Compliance with Corporate Governance Principles”: “Corporate Governance Principles whose implementation is made mandatory by the Capital Markets Board shall be complied with. Transactions carried out and Board of Directors’ resolutions adopted without complying with the mandatory principles shall be invalid and deemed contrary to the Articles of Association. In transactions deemed significant in terms of the implementation of the Corporate Governance Principles, in the Company’s significant related party transactions, and in transactions regarding the provision of guarantees, pledges, and mortgages in favor of third parties, the Capital Markets Board’s regulations on corporate governance shall be complied with.” The Company’s Disclosure Policy has been prepared in accordance with Article 17 of the CMB’s Communiqué on Material Events (II-15.1) and the Corporate Governance Communiqué (II-17.1) and is announced to all stakeholders through the Company’s website (www.forte.com.tr).
Authority and Responsibility
The Disclosure Policy has been established by the Board of Directors within the framework of the Corporate Governance Principles and has been presented to the information of the shareholders as a separate agenda item at the Company’s general assembly meeting. The public disclosure of the Company and the monitoring, supervision, development, and necessary updating of the disclosure policy are under the authority and responsibility of the Board of Directors. Amendments to the Disclosure Policy shall be published on the Company’s website following the approval of the Board of Directors. The Investor Relations Department has been assigned to oversee and monitor all matters related to public disclosure. All questions regarding the principles and procedures for the implementation of this policy should be directed to the Investor Relations Department.
Disclosure Methods and Tools
The disclosure methods and tools used by the Company within the framework of the Disclosure Policy are listed below: • Financial statements, independent auditor’s report, and declarations periodically submitted to the Public Disclosure Platform (KAP) • Annual Activity Reports • The Company’s website (www.forte.com.tr) • Material event disclosure forms • Announcements and notices made through the Turkish Trade Registry Gazette and daily newspapers • Communication methods conducted via communication tools such as telephone, e-mail, and fax
Principles Regarding Access to Presentations and Reports Disclosed in Information Meetings or Press Conferences
Information requests submitted to the Company by shareholders, investors, and analysts are responded to by the Investor Relations Department in writing, verbally, or through information meetings, within the framework of publicly disclosed information, in an accurate, complete manner and in accordance with the principle of equality. In the public disclosure of matters subject to material events, including forward-looking assessments, media channels may be used, press conferences may be held and/or press releases may be issued, and other communication methods may be utilized. Before or simultaneously with the public disclosure of such matters in the aforementioned manner, a disclosure is also made on the Public Disclosure Platform (KAP), and the relevant disclosure is additionally included on the Company’s website. Company officials may, from time to time, participate in national and international conferences or meetings in order to share information with investors and analysts. Presentations and reports used in such events may be published on the Company’s website.
Principles Regarding the Monitoring of News and Rumors About the Company in Media or on Internet Sites and the Making of Related Disclosures
The Company monitors news and rumors appearing in national or international media, internet sites, and other communication channels either directly or, if deemed necessary, through a media monitoring company. As a principle, the Company does not comment on speculations appearing in media, internet sites, and other communication channels. The Board of Directors and the Investor Relations Department evaluate whether any news or rumor may have an impact on the value of the Company’s shares and investors’ decisions and decide whether a material event disclosure should be made. If it is concluded that the news or rumor may affect the value of the Company’s shares and investors’ decisions, a material event disclosure is made regarding the matter. Board Members and, if authorized, the Investor Relations Department are authorized to make such material event disclosures on behalf of the Company.
Measures Taken to Ensure the Confidentiality of Material Events Until Public Disclosure
Until material events are publicly disclosed, the Company’s management is responsible for ensuring the confidentiality of such information. In this context, employees who possess the relevant information may not share it with third parties until a material event disclosure is made. The Company may postpone the public disclosure of insider information in order to prevent damage to its legitimate interests, provided that such postponement does not mislead investors and that the confidentiality of the information can be ensured. In such cases, the Company takes all necessary measures to ensure the confidentiality of insider information in accordance with capital markets legislation. If it is determined that insider information has been disclosed to third parties, and it is concluded within the scope of Capital Markets regulations that the confidentiality of the information can no longer be ensured, a material event disclosure is made immediately. As soon as the reasons for postponing the public disclosure of insider information cease to exist, public disclosure is made in accordance with the legislation. The disclosure to be made shall state the postponement decision and the reasons underlying it. The Company informs its managers and employees, through in-service training or informational circulars, about the obligations stipulated in the law and relevant legislation regarding insider information and the sanctions related to the misuse or dissemination of such information. The Company takes measures to prevent employees and third parties receiving services, other than those listed among persons having access to insider information, from accessing insider information. Persons who have access to insider information are informed about the sanctions related to the misuse or dissemination of such information in a manner that ensures their acceptance of the obligations stipulated in the law and relevant legislation regarding insider information.
Principles Used in Determining Persons with Administrative Responsibility
Within the framework of capital markets legislation, “Persons with Administrative Responsibility” are defined as: • Members of the Company’s Board of Directors, • Persons who, although not members of the Board of Directors, have regular direct or indirect access to the Company’s insider information and have the authority to make administrative decisions affecting the Company’s future development and commercial objectives. In our Company, Persons with Administrative Responsibility are determined as the Members of the Board of Directors and, if appointed, the General Manager, Deputy General Managers, and Managers.
Principles Regarding the Disclosure of Forward-Looking Assessments
Assessments containing plans and forecasts of insider information nature regarding the future, or providing investors with an opinion about the Company’s future activities, financial position, and performance, may be publicly disclosed within the framework of the principles specified in capital markets legislation. If forward-looking information is publicly disclosed, such information is disclosed together with the assumptions and the past realizations on which these assumptions are based. If it is later understood that forward-looking forecasts will not be realized to a significant extent, such information is reviewed and revised. Forward-looking assessments are based on reasonable assumptions and forecasts. In case of deviation due to unforeseen risks and developments, if there is a significant difference between previously publicly disclosed matters and actual realizations, public disclosure is made including the reasons for such differences. The Chairman of the Board of Directors, the Board Member responsible for Investor Relations if appointed, the General Manager, and the Investor Relations Department are authorized to disclose the Company’s forward-looking assessments. Forward-looking assessments may also be made, within the framework of capital markets legislation, not only through material event disclosures but also by utilizing media channels, press conferences, press releases, national and international conferences or meetings, and other communication methods.
Company Website (www.forte.com.tr)
In public disclosure, the Company’s website at (www.forte.com.tr) is actively used as recommended by the CMB Corporate Governance Principles. Disclosures on the Company’s website do not replace the notifications and material event disclosures required to be made in accordance with capital markets legislation. Access to all public disclosures made by the Company is provided through the website. The website is structured and segmented accordingly. All necessary measures regarding the security of the website are taken. The website is arranged in the content and manner prescribed by the Corporate Governance Principles.
Entry into Force
The Disclosure Policy shall enter into force following its acceptance at the general assembly and the registration of the relevant general assembly resolution with the Ankara Trade Registry Directorate.