DOGAN YAYIN HOLDING A.S.
DISCLOSURE POLICY
- April 2005 -
Objective
Dogan Yayin Holding A.S. (DYH)’s main disclosure policy is to share information on the performance and forward looking developments within the scope of generally accepted accounting principles and Capital Market Legislation (CML), in a fair, complete, accurate and comprehensible way with share holders, investors and capital market experts (together with capital market participants) equally and keep an active and open dialogue always available. Except trade secrets, DYH believes that to share information about activities and related strategies, critical subjects, risks and development opportunities with public will create a more efficient market for company’s capital market instruments.
DYH complies with the CML, Capital Market Board (CMB) Decisions and Istanbul Stock Exchange (ISE) Regulations with respect to public disclosure and also applies CMB Corporate Governance Principles.
DYH Disclosure Policy is prepared within the scope of CMB Corporate Governance Principles Part II/article 1.2. and has been accepted by the Board of Directors and presented during the general shareholders meeting.
Scope
Disclosure Policy applies to DYH and all of its subsidiaries and related entities, employees and advisers and it regulates the written and oral communication between DYH and the capital market participants.
Responsibility
The Board of Directors is responsible from enforcing, supervising and developing the Disclosure Policy. Corporate Governance Committee informs the Board of Directors, Executive Committee, Audit Committee and Chief Financial Officer about the Disclosure Policy and makes advice.
“The Capital Market and Corporate Governance Coordinator” is charged with observing and controlling all issues concerning public disclosure.
Methods and Tools of Public Disclosure
DYH’s methods and tools of public disclosure, also complying with the CML and Turkish Commercial Code (TTK) are as follows;
i) Material information disclosures, which are being sent to ISE via fax (the KAP notices are made electronically and simultaneously),
ii) Financial tables and footnotes, proof declarations, audit reports which are sent to ISE periodically within closed envelope and annual reports (the KAP notices are made electronically and simultaneously),
iii) Declarations and announcements made via Turkish Trade Registry Newspaper and daily newspapers (prospectus, circulars, announcement for general assembly etc.),
iv) Press releases,
v) Declarations to data vendors like Reuters or Foreks etc,
vi) Analyst meetings and interviews made face to face or via tele-conferences with capital market participants,
vii) Corporate Web Site (www.dyh.com.tr),
viii) Communication mediums like phone, cell phone (wap or similar technologies), e-mail, fax etc.
Disclosure of Financial Reports and Authorized Employees
The financial tables and footnotes of DYH are being prepared on a consolidated basis and comply with the International Financial Reporting Standards (IFRS); audited with respect to International Audit Standards (UDS) and disclosed. Financial tables and footnotes, before being disclosed, is being approved by the Board of Directors after the Audit Committee within the Capital Market Legislations and the declaration of validity gets signed by the Chief Financial Officer, Financial Activity Coordinator or/and Accounting Director.
After the approval of the Board of Directors, the financial reports, footnotes, audit report and other documents are sent to IMKB with a closed envelope as the SPK and IMKB regulations order. At the moment when financial reports and footnotes get disclosed, they get published as KAP Information electronically.
Public Disclosure of the Activity Report and Responsible Individuals
The activity report gets prepared according the Capital Market Legislations and SPK Corporal Management Essentials; it gets approved by the Board of Directors and gets disclosed via our corporate web page (www.dyh.com.tr). If required, the capital market participants can obtain the written activity report in Turkish or English from our Investor Relationship Department.
Disclosure of Special Cases and Responsible Individuals
Declarations of special cases of DYH and public companies of DYH which’s shares are in IMKB, are being prepared under observation of DYH Capital Market and Corporal Management Committee and it gets signed by the Board of Directors on principle. If that is not possible, the disclosure of special cases can be signed by Chief Financial Officer, Financial Activity Coordinator and Accounting Director and can be sent to IMKB. The disclosure of special cases is sent to IMKB by fax. They also are sent as KAP Information electronically.
Information is counted as special and important information when there is a chance that an investor might find it important and special.
If any DYH employee finds out that important information, which has not been disclosed before, has been disclosed involuntarily, the employee reports the situation to the DYH Capital Market and Corporal Management Committee right away. DYH Capital Market and Corporal Management Committee prepare an announcement for a special case according the Capital Market Legislations and send it to IMKB.
Other Disclosure and Responsible Individuals
Despite the disclosures given above, remaining ones (prospects and circulars) are being signed within the signing authority in the company and get disclosed.
Authorized Individuals to Make Public Announcements
Despite the disclosures given above, written or oral requests for information given by capital market participants, according to their content, are processed within the authority of Chief Financial Officer, DYH Investor Relationship Coordinator and DYH Capital Market and Corporal Management Coordinator and with the approval of a higher position.
Press statements for written and visual media and to data distributors like Reuters, Foreks etc can only be made by Chairman of the Board of Directors, Execution Committee Leader or Director or Chief Financial Officer.
Despite that without being specially charged, DYH employees can not answer questions coming fro capital market participants. The requests for information are being sent to the DYH Investor Relationship Coordinator.
Dealing with Investment Community
DYH never comments on expectations about transition periods and annual activity results. Instead of this, DYH comments on critical subjects affecting activity results, strategic methods and subjects that make the sector and the activities more understandable and informs the capital market participants.
If the disclosure policy doesn’t say the opposite, only authorized individuals can have interviews with capital market investors about DYH and companies of DYH which’s shares are on IMKB. During all meetings with capital market investors, DYH Coordinator of Investor Relationships is present. No important/special information can be revealed during non-public interviews with capital market investors.
One on One Interviews or Calls
Calls and face to face interviews with capital market investors are part of the development of investor relationships program. However DYH will not reveal new information, will not update current information and will not announce important and private information which have not been disclosed before.
Presentations and/or Speeches
When practicable, the Company will announce publicly in advance presentations, teleconferences or speeches. DYH makes sure not to participate to meetings which are not properly announced to the public. Prepared remarks and/or slide presentations to the investment community will be available on DYH’s website (www.dyh.com.tr). DYH makes sure that presentations within a program, if possible are broadcast on the internet simultaneously.
Interviews after Disclosure of Financial Reports
DYH is aware of the fact that periodically speeches or calls with capital market investors will be made. DYH makes sure that those interviews are published on the internet simultaneously. The video and audio of those interviews are published on the internet (www.dyh.com.tr) after a short period. DYH announces the date, time, access information, the way of accessing the meeting (simultaneously or taped). The information is also available on the internet (www.dyh.com.tr).
Market Rumors
The Company does not generally comment on market rumors or speculation. When it is learned that rumors about the Company are circulating, Authorized Spokespersons should state that it is the Company’s policy not to comment on rumors or speculation. Other employees should refer requests to the Investor Relations Officer. The Company may, however, respond to rumors or speculation in certain circumstances including upon request by a stock exchange or regulatory agency or if the Company determines such response is appropriate.
Forward Looking Statements
The Company may, from time to time, make forward-looking statements in compliance with this policy. A forward-looking statement made in the Company’s written documents will be identified and accompanied with meaningful cautionary language that warns the investment community that risks, uncertainties and other factors could cause actual results to differ materially from the expectations expressed in the forward-looking statement. DYH makes forward looking statements only at meetings and interviews planned before. The statements will only be made by authorized spokesmen by clearly explaining the facts given above or by referring to a ready and written document as (press release, information document, Capital Market Legislations etc.).
Information regarding the future is disclosed with the reality it depends and with the statistical data. The information never includes exaggerated statements without a source, they can’t be misleading and they are associated with the financial situation of the company and activity results.
If the disclosures, financial reports disclosed periodically and reports include statements that have failed or will fail, the revised information, tables and reports will be disclosed right away.
Analyst Reports
DYH regards analyst reports as proprietary information belonging to the analyst’s firm and will not provide such reports on the Company’s website (www.dyh.com.tr). The Company will not review, confirm, endorse, adopt or disseminate analysts’ reports or earnings models. However, in certain limited circumstances, upon request, the Company may review specific factual assertions that an analyst intends to include in a report for the factual accuracy of historical information that is publicly available. For your information, the Company has posted the names and firms of analysts who are currently covering the Company on its website (www.dyh.com.tr).
Quiet Period
DYH, to prevent asymmetric information distribution and unauthorized disclosure about activity reports, avoids talking in specific periods of the year about financial results and about other subjects with capital market investors. These periods are called “quiet periods”. For DYH, the quiet period starts at the 15 of the following month after the three month period and annual accounting month and will end one day after when financial reports and foot notes are disclosed. DYH during the quiet period,
(i) will not talk about the financial status of the company at one on one meetings or group meetings with capital market investors except the information that has been disclosed before.
(ii) Except it is required and the capital market legislations are followed, it will not comment about its activities and financial status.
(iii) Except the information disclosed before, questions will not be answered in one on one meetings or meetings with small groups. If such a situation is possible, the disclosure will be made on the internet (www.dyh.com.tr)
During the quiet period DYH’s authorized spokesmen, only by complying with the section “Dealing with Investment Community”, can attend conferences, forums and panels and make speeches and announcements.
DYH Web Site (www.dyh.com.tr)
www.dyh.com.tr web page is actively used for disclosure, as SPK’s Corporal Management Essentials advice. The information available on company’s webpage does not represent the disclosure and special case announcements regarding Capital Market Legislations.
All disclosure of DYH can be accessed through the webpage. The webpage is based on this and it includes sections. All precautions are taken for the security of the webpage.
The webpage is prepared and designed in Turkish and in English as SPK Corporal Management Essentials claim. Especially the announcements for general assemblies and for agenda and other information, documents and reports are available on the webpage very clearly.
Activities for the development of the webpage are kept running.
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