POLICIES
The primary purpose of the Disclosure Policy of Kuzey Boru A.Ş. (the “Company”) is to ensure that financial and non-financial information and developments regarding the Company’s past performance and future performance expectations, which may affect investment decisions and are not considered trade secrets, are shared with all stakeholders, such as domestic/foreign shareholders, potential investors, employees, customers, and relevant regulatory authorities, in an equal, fair, accurate, timely, and understandable manner, to the extent permitted by the conditions of the sector in which the Company operates.
The Disclosure Policy of Kuzey Boru A.Ş. is implemented in accordance with the Capital Markets Legislation, Capital Markets Board (CMB) decisions, Corporate Governance Principles, the provisions of the Company’s Articles of Association, and other relevant regulations. Within this framework, matters required to be disclosed are announced to the public fully, accurately, and on time. The Disclosure Policy applies to all employees operating within the Company.
The Profit Distribution Policy (the “Policy”) of Kuzey Boru A.Ş. (the “Company”) aims to determine the principles and practices regarding what portion of the Company’s profit will be distributed as dividends, what portion will be allocated to reserves, and what portion will be directed to reinvestment. The Dividend Distribution Policy has been established by considering the Company’s financial position, growth strategies, and shareholder expectations.
The Company aims to adopt a stable and predictable approach in dividend distribution. Within this scope, the Company targets to distribute between 10% and 30% of its annual distributable profit as cash dividends, calculated in accordance with the provisions of the Capital Markets Board (CMB) and the Turkish Commercial Code (TCC). This ratio is determined annually, taking into account various factors such as the Company’s financial position, capital structure, investment strategies, and national and international economic conditions.
In line with these conditions, the range and method of distributable profit can be increased, decreased, or a decision can be made not to distribute any profit at all, based on the recommendation of the Board of Directors and the approval of the General Assembly, within the principles outlined in this Policy.
The Pricing Policy (the “Policy”) of Kuzey Boru A.Ş. (the “Company”) has been prepared to define the principles of remuneration for members of the Board of Directors and senior executives. The Policy covers the remuneration system and practices for our Board members, senior executives, and those with administrative responsibilities under CMB regulations.
This Policy has been established based on the Corporate Governance Communiqué (No. II-17.1) issued by the Capital Markets Board (CMB), along with the provisions of the Turkish Commercial Code, other relevant regulations, all Capital Markets Legislation, the Ethical Principles annexed to the Corporate Governance Communiqué, and the Company’s strategies, objectives, ethical principles, and corporate values.
The purpose of this Donation and Aid Policy (Policy) is to determine and regulate the principles regarding donations and aids that may be made by Kuzey Boru A.Ş. (Company) in accordance with the provisions of the Turkish Code of Obligations No. 6098 (TCO), the Turkish Commercial Code No. 6102 (TCC), and the Capital Markets Law No. 6362 (CML), as well as the Dividend Communiqué No. II-19.1, the Corporate Governance Communiqué No. II-17.1 (CGC), and the Corporate Governance Principles (CGP) included in its annex, along with the regulations of the Capital Markets Board (CMB or Board), and the principles and values of the Company.
The Company may make donations and aids to individuals, non-governmental organizations, associations, clubs, or foundations, universities, public institutions and organizations operating in the fields of education, culture, arts, environment, and sports, without being limited to those listed, within the framework of corporate social responsibility understanding. The Company conducts its donations and aids in compliance with the TCC, TCO, CML, CGC, CGP, and other relevant legislation, as well as the provisions of the Company’s articles of association and the transfer regulations prescribed by the CMB.
The main purpose of the donations and aids that may be made by the Company is to fulfill social responsibilities, create awareness of social responsibility, meet social and community needs, contribute to the quality of life, and effectively direct corporate activities.
The purpose of the Code of Ethics Policy of Kuzey Boru A.Ş. (the “Code of Ethics”) is to establish principles and standards that ensure an ethical, sustainable, and responsible business approach at every stage of the Company’s operations.
Kuzey Boru A.Ş. adopts a business approach that respects human rights, combats bribery and corruption, prevents conflicts of interest, complies with economic sanctions and legal regulations, ensures the confidentiality and protection of insider information, and prioritizes occupational health and safety.
In this regard, the following principles are adopted as fundamental:
- Conducting our activities professionally
- Acting honestly and in compliance with the law
- Protecting the reputation of both ourselves and our customers
- Respecting people and the environment
- Acting with social responsibility
- Promoting teamwork and defining our way of working
- Respecting human rights and providing a safe working environment
- Encouraging employees to utilize and develop their skills, creating a participatory work environment that offers equal opportunities
- Encouraging employees to contribute to the planning and management of work
- Making employee-related decisions based on qualifications, performance, skills, and experience
- Considering the ethical dimensions of our activities
- Maintaining zero tolerance for any form of corruption, including bribery
Kuzey Boru A.Ş. embraces the principle of opposing discrimination and providing equal services to all its employees. At Kuzey Boru A.Ş., a fair and objective approach is adopted in recruitment, training, performance evaluation, and career planning processes, regardless of factors such as gender, race, ethnicity, religion, age, marital status, or disability.
Diversity and equality are of great importance not only for Kuzey Boru A.Ş. employees but also for its stakeholders. The sensitivity of Kuzey Boru A.Ş.’s stakeholders on these issues is considered a significant criterion in the Company’s decision-making processes.
By valuing different perspectives and experiences, Kuzey Boru A.Ş. promotes cultural diversity and inclusivity in all areas. The fact that over 400 athletes have been trained in volleyball since the establishment of the Kuzeyboru Sports Club in 2017 is the most significant indicator of the Company’s commitment to diversity and inclusivity not only in business but in all areas.
As Kuzey Boru A.Ş., our commitment to diversity and equality is part of the steps we take to ensure that every individual we interact with feels valued and respected. Kuzey Boru A.Ş. will continue to apply the principles of equality and diversity in every area where it operates, contributing to a sustainable future.
Kuzey Boru A.Ş. promotes cultural diversity and inclusivity in all areas by valuing different perspectives and experiences. Diversity and inclusivity are also prioritized in the process of determining the members of the Board of Directors of Kuzey Boru A.Ş.
The Company aims to ensure diversity in the Board of Directors in terms of age, race, nationality, ethnicity, language, disability, political and religious beliefs, gender identity, gender, cultural background, and professional experience.
One of the Company’s primary goals is to achieve gender equality and, in particular, to strengthen the position of women in all areas, especially in business life. The fact that over 400 athletes have been trained in volleyball since the establishment of the Kuzeyboru Sports Club in 2017 is a significant indicator of the Company’s commitment to diversity and inclusivity in all areas.
Accordingly, Kuzey Boru A.Ş. has set a target to achieve and maintain a minimum ratio of 25% of female members on its Board of Directors.
In accordance with its Information Security Policy, Kuzeyboru is committed to:
- Aligning information security objectives with business goals and ensuring that they are an integral part of the business strategy,
- Protecting all critical company information, including customer information, in a manner that meets requirements and is manageable,
- Raising awareness and managing the confidentiality, integrity, and availability risks of all information assets belonging to Kuzeyboru employees, customers, suppliers, and business partners,
- Documenting, certifying, and continuously improving the Information Security Management System in accordance with the ISO/IEC 27001 standard,
- Allocating the necessary resources for information security management and assigning relevant roles and responsibilities,
- Increasing the information security awareness of employees, stakeholders, and business partners,
- Complying with all legal regulations and contractual obligations related to information security,
- Working diligently to ensure that the information security infrastructure evolves into a system that continuously improves, develops, and prevents new risks from emerging.
The dismissal and compensation policies of Kuzey Boru A.Ş. are based on the Labor Law No. 4857. The termination of employment contracts for employees at Kuzey Boru A.Ş. is carried out in accordance with the principles and procedures specified in the Labor Law No. 4857.
Severance pay is calculated based on the employee’s length of service (seniority) and salary, provided that the minimum one-year working period required by Labor Law No. 4857 is completed and the employment contract is terminated for one of the reasons specified in the Law. The payment is made in consideration of the legal monetary limits.
Notice periods are communicated to employees in the event of termination of the employment contract, in accordance with Article 17 of Labor Law No. 4857. The notice periods are determined based on the employee’s seniority. During this period, employees may be granted time off to seek new employment, or the notice period may be compensated in cash.
In cases where the conditions and circumstances stipulated by Labor Law No. 4857 are met, rights and compensations are paid to the employee or, in the event of death, to their legal heirs within the legal timeframes following the termination of the employment contract.
As Kuzey Boru A.Ş., we place the utmost value on human rights and conduct our activities in a manner that respects human rights as outlined in international agreements, particularly the Universal Declaration of Human Rights and the core conventions of the International Labour Organization (ILO).
We expect all our employees and business partners to comply with the standards we have established to protect and promote human rights. Accordingly:
- We oppose child labor,
- In recruitment, we evaluate candidates solely based on their qualifications for the job, regardless of gender, language, religion, race, color, age, nationality, or political beliefs,
- We oppose forced labor and the exploitation of the workforce,
- We reward success through fair and competitive compensation policies, effective and objective performance evaluation systems, and practices,
- We aim to enhance employee loyalty to Kuzey Boru A.Ş. by ensuring equal opportunities in appointments, promotions, rotations, and rewards,
- We oppose all forms of discrimination,
- We aim to establish a safe, clean, and healthy workplace,
- We strive to create a transparent working environment that encourages mutual respect and is free from exclusion, intimidation, disrespect, harassment, and mobbing,
- We consider environmental protection and the responsible use of natural resources as an integral part of all our activities,
- We use Kuzey Boru A.Ş.’s resources responsibly.
Kuzey Boru A.Ş. adopts a “zero-tolerance” policy against any form of corruption, including bribery, insider trading, market manipulation, fraud, money laundering, or similar unethical practices. The Company adheres to the principles of honesty, transparency, fair competition, and accountability in all its business relationships.
