DENİZBANK Disclosure Policy
Our Bank Disclosure Policy has been disclosed to public upon the approval of the Board of Directors prepared in line with relevant Laws, legislation of Banking Regulation and Supervision Agency (BRSA) and Capital Markets Board (CMB) and the Corporate Governance Principles of CMB in the framework of Communiqué on Principles Regarding Public Disclosure of Material Events of CMB (Communiqué).
The purpose of this Disclosure Policy is to ensure that information which are not in scope of commercial secrets and are allowed to be disclosed, be conveyed to shareholders and stakeholders in due time in a complete, understandable, simple and affordable manner under equal conditions.
II-AUTHORITY AND RESPONSIBILITY
The Board of Directors is responsible for establishing, executing and monitoring the disclosure policy. CEO, Executive Committee Members, Financial Affairs Group in scope of accessing insider information, Administrative Services Group, Internal Control and Compliance Department and staff in Secretariat General and relevant managers in all business lines are responsible for coordination and fulfillment of the disclosure function.
III-MEANS OF DISCLOSURE
Disclosure is made through material event disclosures, financial tables and footnotes, annual and interim activity reports, internet webpages, press releases, press conferences, press statements, disclosure and introductory documents, newspaper ads and seminars.
Material Event Disclosures:
As drafted in the Communiqué and within defined time frames according to whether it is insider or continuous information, these are prepared by Investor Relations and Financial Communication Department under the supervision of Executive Vice President in charge of Financial Affairs Group and is sent to Public Disclosure Platform (KAP) after being signed by those responsible for disclosure function and having e-signatures. The disclosures may be accessed through internet website of KAP (www.kap.gov.tr) and our bank website (www.denizbank.com). Material event disclosures are also published in our bank website in English.
Financial Tables and Reports:
Financial tables and reports are prepared in the framework of BRSA and CMB regulations, Turkish Accounting Standards and Turkish Financial Reporting Standards and are disclosed to public by sending to KAP within due time after going through independent audit or independent limited audit. Financial tables and reports are also sent to CMB, BRSA, Central Bank of Turkey (TCMB) and Banks Association of Turkey (TBB). After they are published on KAP, reports can be accessed through our bank website.
Year-end financial tables and reports are promulgated in Trade Registration Gazette before end of April following the relevant year and year-end financial reports are sent to Official Gazette without footnotes within seven days following this promulgation.
Annual and Interim Period Activity Reports:
Annual and interim activity reports are prepared in the framework of BRSA Regulation on the Principles and Procedures concerning the Preparation and Promulgation of the Annual Report by Banks and terms and conditions stated in relevant communiqué of CMB. The below mentioned information are given in annual activity reports. Interim Period Activity Reports include material events in the interim period and their effects on financial tables and important risks and ambiguities of these aspects for the remaining part of the accounting period.
- Historical development of the bank
- Message from the Chairman of the Board of Directors and the CEO
- Amendments made in Articles of Association in the period and their reasons
- Ranking of the bank within the sector
- Capital and shareholding structure
- Information on subsidiaries
- Resumes of members of the Board of Directors and Top Management
- Information on Committees
- Summary financial information on activity results
- Information on financial status, profitability and solvency
- Rating Information
- Information on internal audit, internal control, compliance and risk management systems
- Risk management policies
- Information on profit distribution
- Donations made within the period
- Information on support services that are received
- Summary Activity Report of the Board of Directors submitted to the General Assembly
- Financial tables and reports
- Assessment of Audit Committee
- Corporate Governance Compliance Report
Through its website in Turkish and English, our Bank aims at enabling investors and other related parties to access updated and correct information in an easy and cost-efficient way. Information published on DenizBank website includes:
- Trade registry information,
- The most recent shareholding and management structure, share information,
- Dates and numbers of Trade Registry Gazette indicating the most recent Articles of Association including amendments,
- Material disclosures
- Annual and interim activity reports
- Financial statements and reports (consolidated/unconsolidated)
- Rating information
- Prospectus and public offering circular
- Agenda, minutes, list of participants, proxy voting forms of the General Assembly
- Information about internal control system and risk management
- Information about the Banks subsidiaries and participations
- CVs of Board Members
- CVs of CEO and Executive Managers
- Human Resources, Profit Distribution, Disclosure, Remuneration, Corporate Social Responsibility and Compliance policies
- Ethical rules
- Corporate Governance Compliance Report
- List of people with access to insider information
- Press releases
When necessary or following evaluation of requests of related institutions, press statements are made through written or visual means of media. Statements are made by Chairman of the Board of Directors, CEO or other respective managers to be authorized by the Chairman or CEO. Employees other than those authorized cannot make any statements on behalf of the Bank. Financial information used in press statements is composed of the most recent information disclosed as per legislation and regulations. In meetings and announcements about matters resulting in the liability to make material disclosures; necessary material disclosures are made before or simultaneously with the meeting or announcement in a way to ensure equal information. Regarding wrong news and rumors appearing in press that does not require making any material disclosure; it is ensured that the press institution preparing such news publishes a correction statement or a new press statement is made to correct such information.
Press releases are published at least once every 3 months to evaluate our Banks financial situation, and often to share important developments about our Bank (public offering, rating score increase, entering a new field of business etc.) with the public, and to inform stakeholders in the most recent and fastest way. Press releases about financials are served to the press after they are published on KAP. Press releases are prepared also about new products, campaigns and activities.
Seminars are organized by our Banks Chief Economist with the purpose to inform sector and region based investors, customers and the public. In the meetings whereby representatives of various sectors attend, information is provided by presentations and question and answer sessions.
Information and Promotion Documents:
At times the Bank deems necessary or based on requests, it may organize information meetings to analysts, shareholders, credit institutions, rating agencies, corporate investors and other stakeholders. The meetings are not organized based on a particular schedule and the frequency and timing are set according to requirements. The meetings may be held face-to-face, as teleconference or video-conference. Information that is disclosed verbally or in writing with institutions or persons with no confidentiality agreement with the Bank is formed of information available in the publicly disclosed financial statements and that is provided in the annual reports and not considered as trade secret. Hence, it is possible for other parties to access the said information. When necessary, information is also conveyed by e-mail.
Announcements made via the Turkish Trade Registry Gazette and Daily Newspapers:
In accordance with the Banking Law, Capital Market Law, Turkish Commercial Code and our Articles of Association, announcements of the General Assembly, annual financial statements and reports, announcements related to capital increase and dividend payment are made both via Trade Registry Gazette and daily newspapers. Furthermore, the annual financial statements and reports are announced in the Trade Registry Gazette and the Official Gazette as appropriate to the determined durations.
IV- EXPLANATIONS ABOUT EXERCISING SHAREHOLDING RIGHTS
For the following issues that have been finalized with the Board of Directors decision regarding shareholders, Material Event Disclosure or KAP disclosure is made and they are also published on our Banks website.
- Date, time, venue and agenda items of Ordinary and Extraordinary General Assembly Meetings,
- How the shareholders may exercise their right to participate in the General Assembly Meetings,
- Voting process and conditions for voting by proxy,
- Information documents that are related to issues within the scope of the agenda items and need to be submitted to shareholders for review prior to the meeting,
- General Assembly Meeting decisions and meeting minutes,
- Total number of shares of participants and list of participants with respect to total voting right,
- Announcement related to dividend payment, capital increase through rights issues and capital increase through bonus issues and exercise of right to buy new shares in capital increase through rights issues.
Announcement, agenda items regarding the General Assembly Meetings and documents to be submitted to shareholders for review within the scope of agenda items are also entered into the Electronic General System of the Central Securities Depository.
V- ACCESS TO INSIDER INFORMATION
As envisaged in the Communiqué, the list of persons with access to insider information has been prepared and persons in the list have been informed that they are on such list. The persons in the list have been informed about protecting information until material events are disclosed and complying with confidentiality rules, about consequences of breach and its sanctions. The titles, group and department names of persons who have access to insider information are available on our web site and the list is updated as it is amended. In the event it is detected that the said persons unintentionally disclosed insider information to third persons, if it is decided that the confidentiality of the information cannot be ensured, then material disclosure is made.
VI- POSTPONING DISCLOSURE OF INSIDER INFORMATION
The Bank may postpone the disclosure of insider information to public in order to protect its legitimate interest and not to cause the public to be misled. Measures are taken to ensure the confidentiality of the said information.
VII-PERSONS WHO HAVE ADMINISTRATIVE RESPONSIBILITY
In the identification of persons who have administrative responsibility and persons with close relationship, definitions provided in Article 4 of the Communiqué are taken into consideration.
VII- PERSONS AUTHORIZED TO MAKE PUBLIC STATEMENTS
Material disclosures and disclosures and information to be provided by using instruments other than KAP disclosures are made by the Members of the Board of Directors, CEO and persons to be assigned by the CEO.
Within the scope of meeting the information requests of existing and potential shareholders, analysts, credit rating agencies, correspondent banks and various credit institutions, Investor Relations and Financial Communication and Financial Institution Departments may communicate on behalf of the Bank regarding questions asked to them in line with the authorization by the Executive Management.
IX- FOLLOW UP/VERIFICATION OF NEWS AND RUMORS
DenizBank follows up news published related to DFSG on important press organs that carry out national publication through a domestic media coverage agency that it works with. News followed up within this scope are directed to Top Managers, Investor Relations and Corporate Communication units.
As a principle, our Bank does not provide opinion about market rumors and news that is apparent to be groundless. However, in the event there are news and rumors published in the press and media and within the public that are not originating from persons authorized to represent the shareholding and which are significant to influence the investment decisions of shareholders, potential investors or the value of capital market instruments and that are with different content than what was publicly announced through material disclosure, prospectus, circular, announcement texts approved by the Board, financial reports and other public disclosure documents; a disclosure is made as appropriate to the principles stated in the Communiqué as to whether these are accurate and adequate or not.
X-DISCLOSURE OF FORWARD LOOKING INFORMATION
Forward looking can be disclosed in a written or verbal way. Forward looking statements about the Banks financial situation and activities can be included in activity reports, press releases and other informative documents. It is ensured that forward looking information complies with other disclosed information about the Banks existing financial situation, activity results and other disclosed information, does not include exaggerated forecasts without any basis and is not misleading. In case of important differences between estimates included in forward looking information and realizations, the reasons are disclosed.