DISCLOSURE POLICY Purpose and Basis The Disclosure Policy of our company is based on the Insurance Law numbered 5684, provisions of the Turkish Commercial Code, the Zurich Basics, and the Corporate Governance Principles harmonization document approved by the Board of Directors of the company. It specifies the information to be disclosed to the public and the method and principles for such disclosure. The purpose of the Disclosure Policy is to provide financial and non-financial information regarding the company to shareholders, stakeholders and the public at large on a timely, accurate, understandable, efficient and accessible basis. This information does not include proprietary information and trade secrets that may have potential impact on the financial results of the company and are legally barred from disclosure. The policy has been adopted by the approval of the general assembly. Roles and Responsibilities The Board of Directors is authorized to and responsible for monitoring and supervising the implementation of the disclosure policy, developing the policy, and ensuring the effectiveness and reliability of public disclosure procedures. The Board of Directors is authorized to amend this policy as necessary and inform the public of such amendments as provided for in the policy. The persons authorized to implement the policy are the General Manager, Assistant General Managers and “Persons with Administrative Responsibility.” Persons with administrative responsibility include the members of the Board of Directors and Auditors as well as other persons who are not members of the Board of Directors or Auditors but have regular direct or indirect access to internal information about the company, and possess the capacity to make decisions that have potential impact on the future development and business objectives of the company. When determining persons with administrative responsibility, the respective duties of eligible persons within the organization and the content of the information available to these persons are considered. Accordingly, the members of the Board of Directors and Auditors, General Manager, Assistant General Managers, and a number of head office function leaders who have access to information concerning the entire company and possess the capacity to make administrative decisions that have potential impact on assets and liabilities, profit and loss, cash flow and strategic objectives of the company are designated as Persons with Administrative Responsibility. Implementation Guidelines In accordance with the Zurich Sigorta Disclosure Policy: All public disclosures are made with the most straightforward terminology and concepts possible, avoiding ambiguity. If the use of technical terminology is unavoidable, appropriate definitions are provided to enable greater understanding. Disclosures are made available to the public on a timely, accurate, complete, understandable, analyzable, cost-effective and equal basis to facilitate the decisions of persons and entities that will act on the information provided. Information made public must be unbiased. Disclosures that serve to inform only a limited number of company stakeholders are not permissible. The company does not hesitate to disclose any information that requires disclosure, even if doing so may result in undesired outcomes for the company. The disclosure policy does not require the disclosure of trade secrets and information that is legally barred from disclosure. It is vital that information made public does not result in competitive disadvantage for the company. The company adheres closely to legal obligations preventing the disclosure of company and customers secrets to persons other than legally authorized recipients of such information. This obligation applies to all Zurich Sigorta employees as well as contractors of the company and their respective employees. Information to be made public may not be made available to specific investors or related parties prior to disclosure with the exceptions of independent audit companies, consultants, rating institutions and others that have access to confidential information about the company as a result of their duties. Such privileged recipients of confidential information shall keep adhere to trade secret principles and ethics and keep such information in confidence. Financial sheets, accounting policies and operating results prepared transparently pursuant to insurance legislation, the Turkish Commercial Code and related laws are disclosed truthfully. Periodical financial sheets are made publicly available pursuant to legislation in force, international accounting standards, and any requirements in independent audit reports. Disclosure Tools Financial Sheets and Notes; Independent Audit Report; Annual Reports Periodical financial sheets and notes are compiled to provide an accurate and truthful description of the financial situation of the company and in accordance with legal requirements, insurance accounting standards and international financial reporting standards, and are disclosed to the public at legally mandated intervals after independent auditing. Independent audit companies are rotated on a regular basis. We ensure that no consultancy is received from independent audit companies, whether directly or indirectly, during the time when the company receives independent audit services from the same company. Financial sheets are compiled on a quarterly basis and submitted to the Undersecretariat of the Treasury as required. Financial results are also announced on the corporate website. Furthermore, interim and year-end independent audit reports are disclosed to the public on the website. Annual reports are prepared in accordance with legal requirements, approved by the Board of Directors, and submitted to the approval of the Ordinary General Assembly. Annual reports include all details needed to provide adequate information to the public about the activities of the company. The report is posted on the corporate website after approval by the Ordinary General Assembly. Furthermore, general assembly approval is obtained for annual reports until the end of April of the following year and is announced within one month of ratification in two national daily newspapers with monthly average circulation numbers determined by the Undersecretariat. Press Releases and Announcements Press and TV statements may be made in order to respond to queries by the press or when deemed necessary. Press statements may be made by the Chairperson of the Board of Directors, the General Manager or deputies, and other persons authorized by them. National news regarding our company is monitored by a professional media monitoring agency. When a public announcement is required, information is collected from the functions related to the subject matter and a statement is prepared. Trade Registry Journal Announcements Amendments to the articles of association, general assemblies, capital increases and other required issues are announced on the Trade Registry Journal. Introductory Meetings, Briefings and Presentations The company may hold briefing and introduction sessions for financial analysts, investors, creditors, reinsurers, brokers, shareholders and other concerned third parties when necessary. Such meetings do not have a set schedule and are held as required. Meetings may be held in person or via means such as teleconference or videoconference. Presentations and reports provided in such meetings are made available to the corporate website to ensure equitable access to information. Corporate Website (zurichsigorta.tr) The website is actively used for public information purposes. The website contains information and data required by the legislation and the Corporate Governance Principles in Turkish and English. Public announcements and detailed information about the company are found on the website. The website is laid out to facilitate access to information by stakeholders. The website contains current information and past financial sheets and annual reports to enable comparison. Efforts to develop the corporate website are prioritized to ensure access to quality information. Effective Date The Disclosure Policy becomes effective on the date approved by the Board of Directors.
Posted on: Mon, 11 Aug 2014 06:12:41 +0000
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