Information Policy
İHLAS YAYIN HOLDİNG A.Ş. INFORMATION POLICY
Aim
The aim of the Company’s Information Policy is to ensure continuous, effective, and transparent communication by sharing all information that does not constitute a trade secret, as well as the Company’s past performance and future expectations, in a complete, fair, accurate, timely, understandable, and easily accessible manner with all stakeholders, including domestic and foreign shareholders, potential investors, employees, customers, and relevant authorities, within the framework of the provisions of Capital Market Legislation, Corporate Governance Principles, and the provisions of the Company’s Articles of Association.
Regarding public disclosure, compliance with the regulations of the Capital Market Board (CMB) and Borsa Istanbul A.Ş. (BIST A.Ş.) is ensured, and utmost care is taken to implement the principles contained in the Corporate Governance Principles of Capital Market Board.
In addition to what is stipulated in legal regulations, effective use of the website, email communications, press releases, and media outlets, as well as compliance with all rules published or to be published by the CMB, are essential when providing information.
Responsibility
The Company’s Information Policy is established and implemented under the authority of the Board of Directors. The Board of Directors reserves the right to amend this policy from time to time as required by relevant regulations. The information policy and any amendments to the policy will be published on the Company’s website following the approval of the Board of Directors.
The General Manager and the Investor Relations Department are responsible for overseeing and monitoring the Information Policy. The Corporate Governance Committee provides information and makes recommendations to the Board of Directors, the Audit Committee, and the Finance Department regarding matters related to the “Information Policy”.
Methods and Tools of Public Disclosure
Disclosures are made through various means such as special situation announcements, financial reports, annual activity reports, website, presentations, investor meetings, and informational letters, press releases. The main methods and tools of public disclosure are listed below;
– Due to obligations arising from Capital Market Legislation and the Turkish Commercial Code (TTK); making the necessary special situation announcement to the Public Disclosure Platform in accordance with the Capital Market Board’s (II-15.1) Special Situations Communiqué, using the forms in the Communiqué, and publishing the announcement on the website at www.ihlasyayinholding.com.tr.
– Publishing financial reports, statements, and activity reports on the Public Disclosure Platform and the website.
– Publishing the prospectus and circulars on the website during capital increases.
– Publishing announcements and notices such as general assembly calls and dividend payments on the website as well as in the Turkish Trade Registry Gazette.
– Press releases made through written and visual media in parallel with important developments throughout the year.
– Meetings with investors and analysts face-to-face or via telephone, email, fax, etc. communication methods and tools.
Public Disclosure of Financial Statements
The company’s financial reports are prepared on a consolidated basis in accordance with the provisions of the Turkish Commercial Code, Capital Markets Law, Tax Laws, and relevant legislation, and are subject to independent audit. They are submitted to the Board of Directors for approval with the favorable opinion of the Audit Committee. After the declaration of accuracy is signed by the responsible Board Members, they are disclosed to the public. Following the approval of the Board of Directors, the financial reports are submitted to the Public Disclosure Platform (KAP) for publication in accordance with the regulations of the Capital Markets Board (CMB) and BIST (Istanbul Stock Exchange).
Public Disclosure of the Annual Activity Report
The content of the Annual Activity Report is prepared in accordance with international standards, Capital Markets legislation, and Corporate Governance Principles of The Capital Markets Board , and is approved by the Board of Directors. The Annual Activity Report is disclosed to the public via the website.
Capital market participants who wish to obtain a printed copy of the Annual Activity Report in Turkish and/or English can do so from the Investor Relations Department.
Public Disclosure of Special Circumstances
The company’s special circumstance disclosures are prepared by the Investor Relations Department under the supervision of the Financial Affairs Manager. Signed by authorized managers and reported in accordance with the regulations of the Capital Markets Board (CMB) and BIST.
Maintaining Confidentiality of Information Until Public Disclosure of Special Circumstances
Employees of İhlas Yayın Holding A.Ş. who have internal information and other parties in contact with them are informed that they are obliged to maintain the confidentiality of this information during the process of the special circumstance occurring and until its disclosure to BIST A.Ş. As a principle, İhlas Yayın Holding A.Ş. and employees working on behalf of İhlas Yayın Holding A.Ş. will not share any information of a special nature that has not yet been publicly disclosed with third parties under any circumstances. If it is determined that this information has been unintentionally disclosed to third parties,
in case of the fact that it is concluded that the confidentiality of the information cannot be maintained within the scope of Capital Markets regulations, a special circumstances disclosure will be made immediately.
Our company primarily discloses inside information to the public on the date the disclosure obligation arises. However, to protect our company’s legitimate interests, legal rights, and benefits, and to ensure the confidentiality of the information, the disclosure of inside information may be postponed in accordance with Article 6 of Special Circumstances Communiqué of the Capital Market Board (II-15.1). To postpone the disclosure, our company will make a board decision regarding the impact of the postponement on the protection of our company’s legal rights, the lack of risk of misleading investors, and the measures taken to protect the confidentiality of this information during the postponement period.
As soon as the reasons for postponing the disclosure of internal information cease to exist, our company will immediately send a statement regarding the said internal information to the Public Disclosure Platform.
To ensure compliance with the rules regarding the use of internal information, a “List of Those with Access to Internal Information” has been prepared, and statements have been obtained from employees on the list confirming their awareness of their obligations to protect this information and not to misuse it. Efforts are also made to obtain similar statements from the employees whose names are added to the list newly.
To maintain the confidentiality of this information until special circumstances are publicly disclosed; no information other than publicly disclosed information will be revealed in individual or group meetings/discussions with capital market participants/third parties.
Subsequent changes and developments related to the Company’s public disclosures will be announced to the public through special circumstances announcements.
Persons Authorized to Make Public Statements
Apart from the notifications mentioned above, written and oral information requests from capital market participants, excluding confidential and trade secret information, are answered by the Financial Affairs Coordination Office or the Investor Relations Department, depending on the content of the request.
Press releases to written and visual media can only be made under the responsibility of Authorized Board Members.
Apart from this, unless specifically assigned, company employees cannot answer questions from capital market participants.
Incoming information requests are directed to the Investor Relations Department. Within the scope of information management, information regarding the company’s management, legal status, and company projects is presented to the public through statements made by authorized managers and Board Members, except for what is determined by legislation.
Criteria Used in Determining Persons with Administrative Responsibility
Capital Market Legislation has been taken into consideration in determining persons with administrative responsibility.
The persons with administrative responsibility are determined as the Chairman of the Board of Directors and the Board Members.
Communication with Capital Market Participants
The Company does not provide guidance on expectations regarding interim and annual operating results. Instead, it prefers to communicate to capital market participants critical issues affecting operating results, its strategic approaches, and important elements that provide a better understanding of the sector and the environment in which it operates.
Unless otherwise stated in the disclosure policy, only persons authorized to make public statements on behalf of our company may communicate with capital market participants. In non-public interviews with capital market participants, no information that has not yet been publicly disclosed and is important/confidential will be revealed.
Face-to-Face Meetings or Telephone Calls
In-person or group telephone or face-to-face meetings with capital market participants are an important part of investor relations development programs. Our Company will not provide new information in these types of environments; it will not update previously publicly disclosed information and will not disclose important and confidential information that has not been previously publicly disclosed.
Requests for appointments from the press for press meetings with the Board of Directors or executives will be evaluated by the Investor Relations Department. The use of the internet will be encouraged as a priority for answering questions from potential investors, shareholders, stakeholders, the press, and financial institutions representing investors, primarily through written submissions. However, all questions will be answered by the Investor Relations Department within the framework of the information policy.
Informing Small Investors
To ensure interactive information sharing and prevent speculative information, no new information will be provided in presentations and reports disclosed at introductory meetings, information meetings, or press conferences held with a specific group of investors; previously publicly disclosed information will not be updated, and no previously undisclosed private information will be revealed.
All such disclosures will be available on the website. When using the website, the content will be updated taking into account special situation disclosures and the presence of investors who do not have internet access. In addition to the methods stipulated in legal regulations, the website, email communications, press releases, effective use of media outlets, and compliance with all rules published or to be published by the Capital Markets Board (CMB) are essential when providing information.
Our company primarily discloses inside information to the public on the date the disclosure obligation arises. However, in order to protect the legitimate interests, legal rights, and benefits of our company, the disclosure of inside information may be postponed, in accordance with Article 6 of the Special Circumstances Communiqué (II.15.1), while ensuring the confidentiality of the information. As soon as the reasons for postponing the disclosure of inside information cease to exist, our company will immediately send a statement to the Public Disclosure Platform (KAP) regarding the said inside information.
Verification of News or Rumors in the Press and Internet Sites
News and rumors about the company in the press and internet sites are monitored on a current basis by the Investor Relations Department.
News and rumors about our company that may affect the investment decisions of investors or the value of capital market instruments are of significant importance. In the event that news or rumors appearing in the public sphere through press and media outlets or other communication channels, originating from sources not authorized to represent our company and containing information different from that previously disclosed to the public through special situation announcements, prospectuses, circulars, announcements approved by the Board, financial reports, and other public disclosure documents, are not from our authorized representatives, the company shall issue a statement regarding the accuracy or sufficiency of such news or rumors in accordance with Article 9, titled “Verification of News and Rumors,” of the Special Situations Communiqué (II.15.1).
If the news or rumors relate to information whose public disclosure has been postponed, it shall be assumed that the reasons for the postponement have ceased to exist, and the company shall issue a public disclosure.
However, if the information contained in the news or rumors consists of information previously disclosed to the public through special situation announcements, prospectuses, circulars, announcements approved by the Board, and financial reports, and does not contain any additional information, no special situation announcement shall be issued.
Disclosure of Prudential Assessments
In accordance with our company’s disclosure policy, we may disclose Prudential Assessments from time to time. Compliance with the provisions of legislation is essential in the public disclosure of prudential assessments.
In written documents disclosing Prudential Assessments, the assumptions on which the Prudential Assessments are based and the reasons for their preparation are explained along with the data. The disclosure clearly states that actual results may differ from expectations due to possible risks, uncertainties, and other reasons. Prudential information included in public disclosures is explained along with the reasons on which the estimates are based and statistical data. The information does not contain unfounded or exaggerated predictions, is not misleading, and is related to the company’s financial position and operating results.
Prudential assessments may only be made by persons authorized to make public statements and by explicitly stating those that comply with the information above, or by referencing an existing and publicly available written document (press release, information document, previous statement within the framework of Capital Market Legislation, etc.).
Prudential assessments are disclosed to the public by management a maximum of four times a year. When a significant change occurs in the prudential assessments disclosed to the public, a statement is made in accordance with the provisions of the legislation, without being subject to the numerical limitation in this paragraph.
Website (www.ihlasyayinholding.com.tr)
In informing the public, the Company’s website at the internet address (www.ihlasyayinholding.com.tr) is actively used as recommended by Corporate Governance Principles of the Capital Market Board. The statements on the Company’s website do not replace the notifications and special situation disclosures that must be made in accordance with the provisions of Capital Market Legislation. Access to all public statements is provided through the website.
The company’s website includes trade registry information, partnership and management structure, information on preferred shares, the latest version of the articles of association along with the date and number of the Turkish Trade Registry Gazette in which the changes were published, special situation disclosures, share price information, annual and interim activity reports, periodic financial statements and reports, prospectuses and circulars, agendas of general assembly meetings, attendance list and meeting minutes, proxy voting form, dividend distribution policy, information policy, corporate governance principles Compliance Report, ethical rules established by the company, frequently asked questions, affiliates and contact information.
The website is structured and segmented accordingly. All necessary security measures are taken for the website. The website is prepared in Turkish and English in accordance with the content and format stipulated by Corporate Governance Principles of the Capital Markets Board. In particular, announcements regarding general assembly meetings, agenda items, information documents related to agenda items, other information, documents and reports related to agenda items, and information on methods of participation in the general assembly are prominently displayed on the website. Work on improving the website is ongoing.