Disclosure practices should be improved in Turkey for better governance environment

Capital Markets Board of Turkey retreated from the previous decision about Turk Tuborg Bira ve Malt Sanayii A.Ş.

If you follow our blog you will be heard of the decision of Capital Markets Board of Turkey accusing Turk Tuborg with paying unfair amount to Carlsberg, the parent company, as license fee. While the payment was awaited, because the last decision was given to extent the due date of payment, now it is understood that the decision was in the process of reexaminaion.

As far as I know, this will be the first time CMB retreating from their decision. It is not so common for a public body in Turkey to accept such kind of advocacy from a someone under their rule. Mostly they prefer to change their mind after the issue is brought to a lawsuit.

What is problematic for us is that, Turk Tuborg is not disclosing any information about this issue. 95 % of the company is owned by Carlsberg, 18 % of Turk Tuborg is publicly traded and the estimated number of shareholders is 2200, but the company is not having a professional Investors Relations Department. As we take Corporate Governance is not only for shareholders, we believe every company should have a sound Corporate Governance practices.

1. SHAREHOLDERS (1.1) There is no Investor Relations Department set up, Legal Affairs Department and Financial Control Department are responsible from investor relations. (1.2) The request for appointing a special auditor as an individual right is not stipulated. (1.3) There is no addition to provision to the articles of association to authorize the General Assembly in matters concerning important decisions. (1.4)There is no privilege granted to controlling shareholders regarding one share-one vote principal, (1.5)The accumulated voting method is not applied for minority shareholders and there is no board member appointed to represent minority shareholders. (1.6)There is no policy set for dividend distribution. (1.7)There is no provision restricting the transfer of shares.	2. TRANSPERANCY and PUBLIC DISCLOSURE (2.1) There is no “disclosure policy” published by the company. - Investor announcements are made on time and published in their web site. - Internet web page of the company contains information but only in Turkish. (2.2) The ultimate controlling beneficial shareholder is disclosed. (2.3) Financial statements and annual reports are prepared and disclosed. (2.4) The company did not disclose any information about independent audit and consultancy services. (2.5) The list of those who have access to insider information is disclosed.
	4. BOARD STRUCTURE (4.1) There are no independent members at the Board of Directors. The resume of the Board Members are not disclosed. (4.2) There are no provisions included in the Article’s of Association concerning the qualifications of the Board Members. (4.3) The company’s mission and vision is published in the web site. (4.4) The risk management and internal control mechanisms of the company are not disclosed. (4.5) Duties and responsibilities of the company’s Board Members are included in the Articles of Association. (4.6) There is no operating principles of the Board of Directors designated. (4.7) Prohibiton of transactions with company and prohibition of competition are not granted. (4.8) The company has not published a code of ethics. (4.9) An Audit Committee have been formed but the members of the committee are not independent. (4.10) Although company disclosed that no compensation/salary is paid to board of members but on the otherhand company did not disclose the remuneration policy of the company regarding Board of Directors and executives.
3. STAKEHOLDERS (3.1) There is no program/policy disclosed by the company for informing stakeholders. (3.2) There is no system for stakeholders to attend the company’s management. (3.3) There is no policy disclosed by the company regarding protection of company assets. (3.4) There is no human resources policy dislosed, although the company stated that this policy is announced internally. (3.5) There is no policy disclosed regarding relations with customers and clients. (3.6) The company disclosed that the company is working in compliance with ISO-14001 (Environmental Management Standard)