Taking into consideration the assessment of the Audit Committee dated 24 March 2016, the Company’s Board of Directors resolved to nominate Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik AŞ (A member of PricewaterhouseCoopers) to audit the Company’s financial reports for the fiscal year 2016 in accordance with the Turkish Commercial Code, the Capital Market Law and related regulations and to carry out the other duties required under these laws and to submit this selection to the approval of the shareholders at the Company’s 2015 Ordinary General Assembly Meeting.
At its meeting on 28 March 2016, our Company’s Board of Directors resolved that;
Within the scope of the CMB legislation and the Articles of Association; the upper limit for the donations to be made by our Company during the year 2016 has been set as 0.1% of the Company’s consolidated revenues for the year 2015 as reported in its consolidated financial statements prepared in accordance with the CMB regulations and this limit shall be submitted to the shareholders’ approval at the Company’s 2015 Ordinary General Assembly Meeting.
At its meeting on 28 March 2016, our Company’s Board of Directors resolved that;
Within the scope of the Article 4.3, entitled the Structure of the Board of Directors, of the Corporate Governance Principles embodied in the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board and following the review of the Corporate Governance Committee’s Evaluation Report on the Independency of Independent Board Member Nominees dated 24 March 2016;
Mr. Hacı Ahmet KILIÇOĞLU (Turkish Identity No. 17339096086) and Mr. Ali Akın TARI (Turkish Identity No. 39715591572), who possess all of the criteria required for Independent Board Membership and who have presented their declarations of independency, personal resumes and letters of consent, have been nominated to serve as the Independent Board Members at the Board of Directors of our Company until the Ordinary General Assembly Meeting of 2016.
Also; Mr. Ahmet Nazif ZORLU (Turkish Identity No. 24844596260), Mr. Mehmet Emre ZORLU (Turkish Identity No. 24811597344), Ms. Selen ZORLU MELİK (Turkish Identity No. 24823596908) and Mr. Mümin Cengiz ULTAV (Turkish Identity No. 27313131528) have been proposed to serve as the other members on our Company’s Board of Directors until the Ordinary General Assembly Meeting of 2016.
At its meeting on 28 March 2016, our Company’s Board of Directors resolved that;
Although the Company recorded TL 59,620,000 of net profit in its consolidated financial statements prepared as per the Capital Market Law and related Communiqués and TL 135,385,025.59 of net profit in its statutory financial statements prepared as per the Turkish Commercial Code and Tax Procedure Law, no profit distribution can be made for the year 2015 due to accumulated losses from previous years and this decision will be presented to the information of the shareholders at the Annual General Assembly meeting.
Click here for the Dividend Distribution Table.
Pursuant to our material event disclosure dated 16.03.2016, today our Company has applied to the Capital Markets Board of Turkey to obtain the necessary approval for the amendment of its Articles of Association.
At its meeting on 16.03.2016, our Company’s Board of Directors resolved that;
Within the scope of the Turkish Commercial Code and Capital Market Legislation;
Top management will be authorised to obtain the necessary approvals for the amendment of the Company’s Articles of Association.
Pursuant to the statements of Mr. Turan Erdoğan, the Chairman of the Executive Board, which appeared in the press today; our 100% owned subsidiary, Vestel CIS Ltd, which is engaged in the production and sale of white goods and TVs in Russia, has ceased its production activities gradually throughout 2015 due to adverse market conditions while it continues with its sales activities. At this point, no Board decision has been taken for the closure of the plant while the evaluations regarding the utilisation of the factory and its equipment are still underway. Considering that Vestel CIS Ltd has contributed less than 2% to our consolidated revenues in 2014, the termination of the production activities in Russia does not have a material impact on our operations.
SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. (SAHA), which is authorised to carry out ratings in Turkey in accordance with the Capital Markets Board’s (CMB) Corporate Governance Principles, revised up the Corporate Governance Rating of our Company from 9.12 (91.24%) to 9.36 (93.60%) as of February 22, 2016.
Our Corporate Governance Rating has been determined as a result of the evaluation made under four main sections (Shareholders, Public Disclosure and Transparency, Stakeholders, Board of Directors) in accordance with the CMB's Corporate Governance Principles.
The sub-sections of our Corporate Governance Rating are as follows:
| Sub-Sections | Weights (%) | Rating (%) |
|---|---|---|
| Shareholders | 25 | 94.89 |
| Public Disclosure and Transparency | 25 | 97.10 |
| Stakeholders | 15 | 91.15 |
| Board of Directors | 35 | 91.23 |
| Total | 100 | 93.60 |
The afore-mentioned report is available on our Company's website www.vestelinvestorrelations.com.
Vestel Elektronik reported TL9,250 mn (US$3,401 mn) of consolidated revenues and a net profit of TL59.6 mn (US$21.9 mn) in 2015.
Click here for FY15 CMB financials.
Mr. Özer Ekmekçiler, Executive Committee Member of Vestel Group of Companies, who joined Vestel Group in March 2000 and was appointed as the Executive Committee Member in 2005, has left his position due to retirement as of February 15,2016. Respectfully announced to the public.