General Framework of the Disclosure Policy
İş Gayrimenkul Yatırım Ortaklığı A.Ş. (Is REIC) makes the statutory and all other types of disclosure of all financial information in compliance with the Turkish Commercial Code, the generally accepted accounting principles and the Corporate Governance Principles including mainly stipulations of the Capital Markets Law and the regulations introduced based on this Law. Accordingly, the Company has adopted a detailed information and public disclosure policy.
The basic purpose of the disclosure policy is to ensure the communication of the information and announcements of the Company other than its trade secrets to the shareholders, investors, employees, customers, creditors, suppliers, and all other relevant parties on a timely, accurate, complete, comprehensible, easy and the most economically accessible manner under equivalent conditions.
Pursuing an active approach on the adoption and implementation of the Corporate Governance Principles, Is REIC shows maximum effort for the realization of the requirements of the laws and principles and the best international practices pertinent with the public disclosure. The Company's Disclosure Policy has been prepared within the above-mentioned framework and approved and given effect by the Board of Directors.
Authority and Responsibility
Public Disclosure Policy has been prepared by the Board of Directors. At Is REIC, monitoring, supervising and improvement of the Public Disclosure Policy is under the final authority and responsibility of the Board of Directors. Investor Relations Department is in charge of the disclosure function. The executives of this department execute this responsibility in cooperation with the Corporate Governance Committee and the Board of Directors.
Works Conducted and the Methods and Instruments Employed for the Public Disclosure
Means and instruments employed in the public disclosure works conducted within the framework of the Capital Markets Law and pertinent regulations, Turkish Commercial Code and other laws and regulations have been listed below:
- Financial reports and statements prepared quarterly in accordance with the regulations published by the Capital Markets Board ("the Board") are published at the Public Disclosure Platform (PDP) and the website of the Company within the stipulated legal periods. The relevant financial reports are disclosed with the statement of responsibility signed by the Board Members in charge of the financial reporting and the General Manager or the managers in charge of the financial reporting. Financial statements and activity reports provide the activities realized in the relevant period, the position of Is REIC in the market, its general performance and other important subjects. Financial statements and the annual activity report are also translated into English and published in the website of the Company.
- Material event disclosures required to be made in accordance with the capital markets laws and regulations, are disclosed to the PDP within the due time. Although material event disclosures are in principal signed by the managers in charge of the management of the relations with the shareholders, they may also be submitted to the relevant authorities by being signed by the managers in charge of the managers of the relevant departments. Material event disclosures are also published in the Company's website at the latest on the next business day that follows the date of such disclosure. Material event disclosures are also translated into English and published in the website of the Company.
The Company staff having access to the internal information is informed about their responsibility stemming from the relevant laws and regulations until the disclosure of the material information to the public. A confidentiality clause is added to the agreements enacted with the persons and institutions that may have access to the internal information of the Company due to the character of the service provided by these persons and institutions.
- Announcements and disclosures in cases such as the amendments to the Articles of Association, capital increase, etc. are executed in accordance with the clauses of the pertinent laws and regulations and the Articles of Association of the Company.
- The information and documents related with the General Assembly of the Shareholders meetings are communicated to the shareholders also by means of the Electronic General Assembly Meeting System.
- Annual activity report is prepared and submitted to the analysis of the shareholders in accordance with the regulations of the Capital Markets Board and other pertinent regulations prior to the general assembly meeting each year so as to cover the required information and explanations, and is published in the Company's website (www.isgyo.com.tr). Upon request, this report can also be provided from the Investors Relations Department of Is REIC in published form.
- The relations with the printed and visual media as well as the data broadcasting media are conducted in coordination with the Corporate Communications Department. The Company also makes press statements when required. These press statements can be made by the Chairman, General Manager or its deputy, and other persons as may be approved and authorized by such persons. The materials shared during these press meetings are also published in the website of the Company.
The news articles published in the printing-broadcasting institutions about Is REIC are monitored via aprofessional media monitoring agency. Accordingly, if and when there is a need to make a disclosure under the laws and regulations on disclosure of the material cases, such disclosure is made by way of compiling the relevant information from the relevant departments.
Where a disclosure is made about the hearsay and the baseless reports published in the media organizations and in internet which do not bear an obligation to make a material event disclosure; the method and content of such disclosure is determined in consideration with the quality and scope of this disclosure, the population it reaches, and whether or not such disclosure affects the reputation of the Company. A material event disclosure also accompanies the announcements and explanations made regarding such reports and hearsays, provided that the announcement and explanation includes an issue that bears the obligation to make a public disclosure too. Is REIC reserves its rights for legal action if such reports damage the reputation of the Company.
- The shareholders and other relevant parties are provided information via local and international investor meetings, road-shows and teleconference meetings. The managers of the Investor Relations Department participate to such meetings, road-shows and teleconference meetings organized by the Investor Relations Department, and the scope of the contact teams referred above can be extended as may be needed.
The materials shared in the introduction and information meetings with the investors are provided in the website of the Company in order to ensure that all market participants are informed about these meetings equally and simultaneously.
- Any and all questions of the shareholders and other parties delivered to the Investor Relations Department via e-mail, post, telephone and similar instruments within the scope of the investor relations are forthwith responded by the Investor Relations Department and those questions sent via the communication form at the Company's website are responded by the coordination of the Corporate Communications Department.
- The shareholders, analysts, portfolio managers and other persons subscribed to the distribution list of the Investor Relations Department are delivered all relevant information including mainly the material event disclosures regularly and periodically by the Investor Relations Department. Subscription to this distribution list is possible by way of contact with the Investor Relations Department or by applying through the webpage of the Company.
- The website of the Company is used actively for providing all relevant information to the public, and all the information and data provided therein is provided in accordance with a format that suits the corporate governance profile. Both of the Turkish and English websites are regularly and simultaneously updated for the purpose of informing the participants of the capital markets more efficiently.
Other Actions and Procedures
The disclosures made via means other than the ones referred above are made by signing within the authorities laid down under the signature circular of the Company.
Forward Looking Statements
Regarding the Company's forward looking statements; the General Manager has been authorized to disclose such statements to the public within the framework of the pertinent laws and regulations. In this regard, such statements are made with the written approval of the General Manager through material event disclosures, activity reports which are disclosed in accordance with the regulations regarding financial statements and investors presentations which are prepared to informe investors and also published in the PDP. An explanation is provided if and when there is a significant discrepancy between the issues disclosed to the public and the realized figures as and when may be required within the framework of the pertinent laws and regulations. The regulations of the Capital Markets Board are pursued during the disclosure of the future assessments of the Company.
Identification of the Persons with Administrational Responsibility
The positions of the persons within the company's organization and the information which these persons have access to should be taken as the main criteria during the identification of the persons with administration responsibility. Accordingly, Board Members, General Manager and Assistant General Managers have been defined as the persons having administrational responsibility. Other than these, the managers who are found to possess the qualifications laid down under the pertinent laws and regulations are also identified as persons with administrational responsibility.
Website of İş Gayrimenkul Yatırım Ortaklığı A.Ş. www.isgyo.com.tr
The website of the company is actively and widely used in the disclosures made to the public. The website has been prepared in Turkish and English languages, and it comprises the information and data provided by the Corporate Governance Principles and by the regulatory authorities. The information and data provided in the Company's website is regularly reviewed and the compliance of the website with the relevant regulations on the form and content of the websites. The content provided in the website within the scope of the investor relations is monitored and updated by the Investor Relations Department, and the content other than the investor relations by the Corporate Communications Department.
The Company's website has been allotted so as to include the section named "Information Society Services" in accordance with the pertinent laws and regulations. Connection to The Central Registry Agency's portal is provided via the Information Society Services section and the documents laid down under the laws and regulations can also be reached via the referred connection.