INVESTOR RELATIONS

CORPORATE GOVERNANCE

  • Policies
  • Committees and Working Principles
  • Shareholder Structure
  • Auditors
  • Board Resolutions
  • Strategy
  • Subsidiaries and Affiliates

Policies

Committees and Working Principles

Shareholder Structure

Subsidiaries and Affiliates

REMUNERATION

Principles on the Remuneration of the Directors and Senior Management

  1. Human Resources and Salary Determination Committee (“the Committee”) defines its proposals related to the salary calculation of the senior managers considering the long-term objectives of the Company.

  2. The presence fees paid to the directors of the Board pursuant to the Turkish Trade Code shall be decided by the General Assembly in accordance with the proposal made to the General Assembly, provided always paying a certain fee to independent directors. The directors may be paid with salaries in line with the duties assigned to/ assumed by them, and these amounts are defined in accordance with the measurements considering these principles.

    The Committee submits its proposals related to the salaries to be paid to the directors and senior managers to the Board of Directors, taking into account their activities and the levels of accessing the defined criteria. Salary calculation principles are reviewed each year.

  3. For the determination of the principles on salary calculation of the directors and senior managers, the regulations of the Capital Market Board related to the corporate governance are considered.

Principles on the Remuneration of the Company

As Dogus Otomotiv we implement a competitive and market-sensitive remuneration policy. The Compensation Management is based on attracting and retaining employees with the skills and attributes that organization needs, which is same for executives as well.

ESG-Aligned Compensation

At Doğuş Otomotiv, we are committed to aligning executive compensation and benefits with our broader corporate responsibility objectives, including Environmental, Social, and Governance (ESG) performance. In line with our efforts to enhance corporate governance, the Remuneration and Nomination Committee has established a set of performance metrics that underpin the remuneration of senior executives.

The latest payments in accordance with our compensation and benefits framework are linked to both financial and non-financial criteria, with a particular emphasis on performance improvement and alignment with company-wide goals. In line with ESG priorities, the performance of senior executives is assessed based on measurable improvements in areas such as customer satisfaction, quality, and cost management.

Our compensation policies not only reflect our commitment to sustainability but also incentivize improvements in areas critical to our ESG goals, beyond purely financial performance. By actively implementing projects designed to deliver tangible benefits in environmental management, social responsibility, and governance practices, we support our long-term corporate vision.

This approach underscores Doğuş Otomotiv’s dedication to responsible leadership and sustainable growth, strengthening the link between the performance of senior executives and our commitments to ESG priorities.

DIVIDEND DISTRIBUTION

Dividend Distribution Policy and Timing

Our Company’s dividend distribution policy has been determined in accordance with the framework of principles and procedures laid out in the Turkish Commercial Code, Capital Markets Law and other relevant regulations, and Article 24 entitled “Determination and Distribution of Dividend”, Article 25 entitled “Timing and Method of Dividend Distribution, Dividend Advances” and Article 26 entitled “Reserves” of the Articles of Association, taking into consideration the country’s economy and the condition of the industry and by maintaining a balance between our shareholders’ expectations and the needs of our Company.

The Articles of Association includes no privileges regarding profit sharing. Dividend distribution is determined by the General Assembly, based upon the proposal by the Board of Directors prepared taking into consideration the following principles.

a) Dividend Distribution Rate:

In compliance with the rate and amount determined by the Capital Markets Board and on the condition that there are no adverse circumstances in the country’s economy or the industry that might affect Company activities, a minimum of 50% of the distributable profit, calculated in accordance with the Capital Markets regulations, is distributed. The Board of Directors may propose a different rate or amount to the General Assembly, following the assessment.

b) Method of Dividend Distribution:

The dividend distribution is made in form of cash and/or bonus shares.

c) Timing of Dividend Distribution:

The date of dividend distribution is determined by the Board of Directors following the General Assembly, based on the dates specified in the regulation.

d) Dividend Advances:

The General Assembly may authorize the Board of Directors for dividend advances. The Board of Directors may distribute dividend advances, based on the year and limits of the authorization granted, taking into consideration the country’s economy and the condition of the industry.

GRANT AND AID

In line with its corporate social responsibility approach, Doğuş Otomotiv makes donations and gives to charities that are sensitive to social and environmental problems, provides support to those in need in emergencies, and thus aims to support social development.

All donations are made with the decision of Doğuş Otomotiv management to the institutions and organizations mentioned below, in accordance with the vision, mission, and policies of the company, taking into account the ethical principles and values of the company.

  • Social Relief Associations and Foundations
  • Educational Institutions and Organizations
  • Associations and Foundations Carrying Out Social Responsibility Projects
  • Public Institutions and Organizations
  • For individuals and organizations in need of relief during periods of natural disasters and other extraordinary circumstances

The decision of the Board of Directors is required for donations of more than 50,000 TRY that are to be made in a single payment.

Without prejudice to the legal regulations, the total amount of Donations and Aids to be made within an accounting period is limited to 500,000,000 (five hundred million) TRY. This amount can be increased up to 50% with the decision of the Board of Directors (signature of at least one independent member is required) specific to "donations and aid campaigns to be organized in Natural Disaster Periods and Other Extraordinary Circumstances" to be submitted to the approval of the stakeholders at the first ordinary general assembly.

CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE

 

CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE WORKING PRINCIPLES

  • The Committee; determines whether or not the principles of Corporate Governance are complied with, the reasons and conflicts of interest that may arise due to lack of compliance, and fulfills its duty for public disclosure with the Corporate Governance Compliance Report. Furthermore, by ensuring the implementation of sustainability principles, the Board of Directors is informed on reventive/remedial measures, areas of opportunity and operational results. The Committee thus covers the Company's social, environmental, economic and ethical responsibilities in line with the management, consultation and coordination efforts that may be needed for relevant institutions and stakeholders.
  • The Committee shall determine the schedule of its meetings, comprising at least four meetings per year. The Committee shall meet as often as required to ensure the effective performance of its activities during the year. The Chairman of the Board of Directors or the Head of the Committee may call extraordinary meetings as circumstances require.
  • Committee activities shall be put into writing and archived. The Committee shall submit to the Board of Directors a written report of its activities and meeting results as often as required. The Board of Directors may require additional reports as necessary.
  • Committee decisions shall be taken unanimously.
  • Committee decisions shall be advisory, and the final decision shall rest with the Board of Directors.
  • Committee members shall be provided with any changes in meeting schedule, appendices to meeting agendas and the minutes of the previous meeting in ample time prior to the next meeting. Committee decisions shall be archived in the Corporate Governance and Sustainability Committee records. The Committee member carrying out the secretariat functions of the Committee shall be responsible for the follow-up and implementation of decisions.

AUDIT COMMITTEE

 

AUDIT COMMITTEE WORKING PRINCIPLES

  • All committee members shall be selected from independent board members. The committee shall consist of no fewer than two members, one of whom shall be appointed head.
  • The Committee shall meet at least once in every three months, with at least four meetings per year.
  • Decisions taken in committee meetings shall be put into writing.
  • The Committee shall submit to the Board of Directors a written report of its observations and suggestions regarding matters that fall within the scope of the Committee’s duties and responsibilities

REMUNERATION AND NOMINATION COMMITTEE

COMMITTEE WORKING PRINCIPLES

  • The Committee convenes regarding remuneration matters at least twice a year, or as frequently as necessary for optimal work effectiveness.
  • The Committee Chairman or Committee members may convene an extraordinary meeting at the recommendation of the Chairman of the Board of Directors.
  • The Committee informs the Board of Directors about its activities at least once a year.
  • The Committee puts all its work in writing and keeps records. The Committee also provides the Board of Directors with reports detailing its work and meeting outcomes.
  • Committee decisions are made by unanimous agreement. If unanimity cannot be reached, the decision of the Board of Directors prevails.
  • Committee decisions serve as advisories, with the ultimate decision-making authority resting with the Board of Directors.
  • Tasks such as coordinating matters for the Committee's consideration, monitoring the execution of decisions, and preparing and reporting meeting minutes are carried out by the Human Resources and Process Management Manager in their role as the minutes manager.
  • Meeting notices and agendas are communicated to participants by the Board Secretary, in coordination with the Minutes Officer, at least 3 days before the meeting.
  • Agendas and meeting notes are forwarded to the Secretary of the Board of Directors and recorded on a computer.
  • Changes in the meeting calendar are notified to the Committee members by the Board Secretary at least 1 week in advance.
  • The Committee strives to enhance the diversity of the Board of Directors in aspects such as geographic representation, age, ethnicity, race, and gender.

EARLY RISK DETECTION COMMITTEE

Adnan Memiş - Chairman

Gür Çağdaş - Member

Koray Arıkan - Member

Hasan Hüsnü Güzelöz - Member

 

EARLY RISK DETECTION COMMITTEE WORKING PRINCIPLES

NON-CORPORATE ULTIMATE SOLICITATION

There are no non-corporate shareholders of the Company. However, non-corporate shareholders, after eliminating the effects of indirect ownership, were disclosed in the public offering prospectus issued in 2004, and periodically updated in the Public Disclosure Platform under the General Information form of the Company.

INFORMATION ABOUT PREFERRED STOCK

 There are no preferred stock in the Dogus Otomotiv Servis ve Ticaret A.S structure.

BOARD RESOLUTIONS

Board resolutions that may have an impact on share price are announced in compliance with the Capital Markets Board communiqué and the Corporate Governance principles to investors and stakeholders. Material event disclosures are available through the Public Disclosure Platform, here

STRATEGY

Our key corporate strategies are based on the following goals:

BE SIZABLE – BE CLOSE – BE CREATIVE

BE SIZABLE

For Doğuş Otomotiv to achieve systematic, efficient and profitable expansion across the value chain in Turkey and to ensure career development of human resource.

BE CLOSE

To acquire insights into the expectations of our stakeholders and particularly our customers and elevate our relations with them to levels of perfection beyond expectations as rapidly as possible; to establish effective systems to achieve operational excellence, monitoring and analyzing financial and operational position closely.

BE CREATIVE

To create distinction and competitive edge through constant innovations based on a participative approach to product development, customer service and business concept; to develop actions and methods that will render the Company a “leaner, faster, affordable” business with participation and teamwork in process improvement.

Since its inception, Doğuş Otomotiv, in line with its strategic plans, has focused on reinforcing its position in the industry, forming and expanding its Authorized Dealer and Aftersales Service network and improving awareness and reputation of the international brands it represents in the domestic market. Following the Company’s initial public offering in 2004 as an importer and distributor of all the brands it embodies, the Company has evolved its strategy by focusing on the development and performance of its other core and automotive-related ancillary businesses with a local and global perspective.

We aim at being the first organization to implement applications that we develop using innovation and technology, and to create synergy with our employees and other stakeholders based on the Company’s sustainable and consistent growth strategy. Therefore, we see it as our priority to work on new projects to continuously increase the quality of our core and automotive-related ancillary businesses. Furthermore, based on the knowledge and experience we have accumulated for more than 30 years, we intend to build on the success we attained by capturing opportunities and move forward.

Knowing that the long-term success of Doğuş Otomotiv can only be sustained through the ultimate satisfaction of our stakeholders, we have built our strategy on four pillars:

One Step Beyond Customer Satisfaction: Turning Customers into Fans!

With uncompromising customer satisfaction-oriented dynamic and attentive service approach, our strategy is to make our customers feel valued and offer high quality and creative service by attending to all of their demands and needs.

  • Value and Care Center (DIM) that supports our brands at every stage of the customer lifecycle became operational in November 2014.
  • In the upcoming period, we will work on being constantly connected with and accessible for our customers through “Connectivity” to generate quick and creative solutions in every instance of communication.

Achieving Operational Excellence through Increased Efficiency!

As the representative of 13 international brands and 14 associated product groups, Doğuş Otomotiv aims to continue its operations as Türkiye’s leading automotive importer and distributor, providing service and spare parts with over 680 service points, while maintaining optimal profitability.

  • Our web-based and mobile device compatible software “Turkuaz”, already used by Doğuş Otomotiv and all Authorized Dealers/Aftersales Services, adds value to the automotive processes by including manufacturers and suppliers as well and with constant software updates, it serves our digitalization targets significantly.
  • To support our business volume and the more effective use of new technologies in our services, we continuously strengthen our personnel infrastructure through ongoing training. Efforts to enhance employees’ digital competencies are also included in this scope.
  • Investment opportunities for new lines of business will be continually pursued and the Company’s development plans will be reviewed.
  • Lean Management practices and processes form the foundation of our business practices.
  • In addition to data analytics and robotic process automation, we are implementing IoT technologies to improve efficiency.

Maintaining Leadership in the Automotive Market!

  • The Company aims at maintaining its market strength in the automotive industry and optimal operational profitability.
  • The Company’s objective is to ensure that the international brands it represents perform successfully in Turkey and to leverage these brands’ value and competitive advantages to achieve sustainable growth with “creative service beyond expectations” vision and “customer-satisfaction oriented work” principle.
  • The Company continues to focus entirely on domestic operations, guided by a lean approach.
  • Extracting value from data and adopting data-driven corporate strategies are among the Company’s strategic objectives.

Fan Employees are Essential for Creating Fan Customers!

The Company provides a shared culture for nearly two thousand valuable employees, engages in innovative and sustainable human resources practices and carries out projects that improve employee experience and loyalty.

  • The Company’s employer brand “Bir’iz” (Together) gives the message of “we act together and make our mark”, which is spread across the Company through in-house brand ambassadors.
  • “GO - Development School”, built on the basis of gamification-motivation for training, offers a digital platform where the focus is on employee experience, allowing employees to have fun as they develop, win rewards, and perform mutual trainer-employee assessments. In this manner, employees are able to monitor their personal and professional development and training processes and improve their social engagement within the Company.
  • Usage of the gamification-based Mobile Orientation Software designed and the introduction of applicant recruitment examination and personality inventory processes via the online framework to enable new employees to get to know the organization better and to ensure quicker adaptation.
  • Talent management in our Company includes a system based on potential and succession plans. Talents demonstrating potential according to specific criteria are selected to participate in a series of training and development programs. Coaching and mentoring programs are also offered by the Company within the scope of Talent Management.
  • With the biannual Employee Commitment and Satisfaction Survey conducted Companywide, the employees’ commitment to the Company is scored based on the principle of confidentiality and development areas are identified. According to the results, action plans to improve employee commitment are created and the activities to be carried out during the year are also included in executive-level targets.
  • In Human Resources, we have prioritized digitalization to increase employee benefits, digitalizing many operational processes. A dedicated HR career website has also been launched.
  • The “Digital Competence Development (GO-DGTL Academy)” project continues to support the Company’s digital transformation strategy and contribute to the development of employees’ individual “digital competencies”.
  • With the DRIVE (Doğuş Otomotiv’s Route is toward People and Education) team, the objective is to support the development of Doğuş Otomotiv authorized dealers with Doğuş Otomotiv’s corporate structure and values and to integrate Human Resources processes to achieve sustainable success in customer satisfaction with business results.

TRANSACTIONS WITH RELATED PARTIES