Governance

As a value driven company, Adel is strictly committed to reaching its goals without compromising its values.

Vision

To take part in the lives of everyone who wants to shape and color their dreams and leave a trace.

Mission

To be an international company delivering high quality and innovative products to its consumers with respect to society, environment and ethical values.

Values

Quality: Competence, Reliability, Behavioural Quality

Innovation and Creativity: Keep up with the Current, Openness for Change and Development, Tech-savvy, Creative, Pioneer,Entrepreneur, Inquisitive.

Goodness: Sensitive, Considerate, Responsible, Fair, Ministering to the Education and Self-development

Passion for Success: Self-motivating, Competitive, Continuous Development, Result Oriented, Team Work, Common-Sense, Taking Initiative, Accountable.

Adel General Assembly elects members of the Adel Board of Director for serving limited time period. The Board is the top level strategic decision making, monitoring and controlling body which reports to the General Assembly annually.

Adel Board of Directors performs in line with eligible legal regulations, article of association, ethical rules and corporate policies and guidelines. Furthermore, they ensure implementation of those throughout the company by every operation and individual. The Board is responsible for ensuring a sustainable growth, financial and operation strength, interest of the company and its stakeholders. As a continuation of this responsibility the Board periodically evaluates all risks and opportunities including economic, financial, social, environmental, governance, operational, legal and ethical risks and opportunities, hence develops strategic actions and goals to be implemented in order to mitigate these risks and to seize opportunities. 13 members perform within the Adel Board of Directors. All members are non-executive members, two members are independent as defined by CMB principles. Chairperson and General Manager offices are separated and these roles are carried out by different individuals both eligible to represent the company.

Within the Board, sub-committees namely the Audit Committee, Corporate Governance Committee and Early Detection of Risks Committee have been established in order to enhance the efficiency of Board practices.

You may find more detailed information on composition and practice of the Board in corporate website.

Audit Committee

The Audit Committee consists of 2 independent and non-executive members. The Committee is responsible for overseeing strength of the accounting system of the company and publicly disclosed regular financial statements. Committee also monitors and ensures effectiveness of both internal and independent auditing systems, procedures and conduct. Committee reports periodically to the Board.

Corporate Governance Committee

The Corporate Governance Committee consists of 3 members, one of whom is non-executive and independent member, the other is an independent member and the last one is the Finance Director who is not a Board member. The Committee oversees the compliance level of the governance structure and principles of the company with CMB Corporate Governance Principles and related laws and communiqués as well as investor relations activities. In line with CMB regulations, Corporate Governance Committee also acts as nomination and remuneration committees. Committee Committee reports periodically to the Board and discloses its findings regarding current state of corporate governance system of the company through annually published Corporate Governance Principles Compliance Report to the General Assembly and to the public as well. In Annual Reports, remuneration and benefits received by Board members and senior executives including the General Manager and directors are also disclosed as well as in Turkish Public Disclosure Platform.

Early Detection of Risk Committee

Early Detection of Risk Committee is composed of 3 members, a non-executive and independent chairperson and two non-executive members. The Committee’s main responsibility is to identify risks which may have negative impacts on company’s existence, continuity and reputation at an early stage, monitoring identified risks and defining mitigation plans as well as examining robustness of company’s risk management systems.

Strict reliance on business ethics is one of the key constituents of Adel’s mission, thus we place an utmost emphasis on acting with a strong integrity and in line with high ethical standards. Therefore we adopt a zero tolerance policy against bribery and corruption. Adel’s ethical conduct principles are based on Anadolu Group Working Principles. This document is disclosed through our website in order to enable easy access for our stakeholders, such as employees, suppliers, dealers, agents and business partners. Ethical principles are communicated with all employees at the start of their work in Adel. During their employment, employees receive regular reminders and information notes regarding ethical conduct rules to which they are also free to comment and give their feedbacks during these processes. Inline with generally adopted ethical rules as well as legal regulations and international conventions, obeying eligible laws and regulation is the basic principle that no Adel employee may act against. They should also report any doubt of a conflict of interest case immediately to their supervisors for preventing possible ethical concerns such as in case of an engagement of their relatives in commercial relations with Adel. Moreover, under no circumstance Adel employees can not receive or offer any kind of bribes or any form of illegitimate payment which may be perceived as bribe neither can they engage in any form of corruption. Adel employees can not receive or offer gifts with a significant economic value. Adel do not submit any political ideology or philosophy. Thus Adel does not give any kind of support including in kind or financial donations to political parties, groups, politicians or candidates. Accordingly, Adel has 0 contribution to political parties.

Ethical rules are empowered by the Board of Directors and the senior management who are responsible for the conduct and binding for all Adel employees in all its operations. This way prevention of unethical behaviour becomes responsibility of all employees. For this reason, Adel also adopts a non-retaliation policy which means no Adel employee can be held responsible and acted against due to financial losses that company may suffer as a result of employee’s behaviour in line with ethical rules such as refusing to pay bribes and so forth. Adel established an Ethics Committee responsible for monitoring ethical behaviour amongst the totality of operations, reviewing ethical principles, investigating cases of unethical conduct including bribery, corruption, as well as acts against human rights including mobbing, discrimination, child labour, forced or compulsory labour. If any suspicion of unethical behaviour or concern arise, employees should address this issue to the Ethics Committee through the established whistleblowing channels not necessarily but if preferred anonymously. Ethics Committee investigates all cases and enforce necessary disciplinary measures including termination of employment contracts or business relations if concerns or claims found material.

Bribery and corruption is also a part of risk-based internal assessment and control procedure conducted by corporate risk management system. Potential risk points are also controlled during internal audit processes. Any finding related to unethical conduct including bribery and corruption is reported to Ethics Committee, as well as Audit Committee. Audit Committee reports these cases, counter measures for the case for avoiding these cases in future to the Board.

As a part of the commitment to highest ethical values, Adel also prefers its business partners such as suppliers, contractors, dealers to adopt similar ethical principles.

As a part of ethical conduct understanding Adel supports internationally proclaimed human rights as defined in UN Universal Declaration of Human Rights and does not take part in human rights abuses. Adel also acknowledges and work for fostering employee rights as defined in ILO directives. Therefore, Adel does not employ child labour neither forced or compulsory labour in any operation. Adel suppliers and business partners are also expected to adopt same principles. Adel recognize freedom of association and collective bargaining as major employee rights and supports its employees to exercise those freely. Adel employees may be members of eligible Unions. In order to form a constructive industrial relations environment Adel management provides necessary environment for Unions and build mutual relations with Unions and employees based on respect, understanding and fairness. By 2015, 238 Adel employees which makes 48% of total workforce and 83% of blue colour employees are covered by collective labour agreement concluded with Turkish Forestry and Paper Employee Union in 2014.

Adel Risk Management model aims early detection and proactive action against risks which may compromise existence, development and sustainability of the Company. Early Detection of Risk Committee founded under the Board of Directors is the most senior risk management body in Adel and reports to the Board. Financial Affairs organization directed by the Finance Director, reports directly to the Early Detection of Risks Committee, consults to the Committee during decision making process and ensures that the outcomes are put into practice.

Adel senior management, within the Corporate Risk Management Framework, identifies all risks and opportunities regarding the Company to achieve its goals and actively manages those in line with the Company’s risk appetite. It is a systematic and tight process covering all company practices and influenced by all employees. Under the coordination of Corporate Risk Management function, identified potential risks are evaluated by the senior management and material risks are defined. Material risks and mitigation plans regarding them are also reported to the Early Detection of Risk Committee.

Adel adopts a diverse risk portfolio including not only the conventional risks such as financial, operational and compliance risks but also social, environmental, ethical risks such as occupational health and safety, emissions, waste water and waste management, bribery and corruption. For these aspects, necessary permits are taken promptly, performance and compliance are monitored through internal control process.

As a part of risk management system internal audit function investigates all defined activities, processes and transactions, investigates all irregularity cases arise through planned or ad-hoc internal audits throughout the year. After the audits, precautions are defined and recommendations to avoid these in future are submitted to the General Manager, senior management as well as Early Detection of Risk Committee. All financial statements are also subject to external independent audits.

Ensuring sustainability is a major responsibility of Adel management. This responsibility is exercised by the Board at strategic level and by the General Manager and senior management at operational level.

Adel adopts a material issue based sustainability approach. Therefore, company conducts a risk and opportunity based materiality process by the participation of all managers representing corporate functions and define material sustainability aspects. During the process expectations of stakeholders such as suppliers, government, NGOs, dealers, customers are also taken into considerations. These defined aspects form the sustainability issues portfolio. Action plans are prepared and corporate communications functions conduct process and performance development studies.

Since sustainability management has a cross functional character and most issues are related to more than one corporate function as well as various practices such as sustainability reporting requires coordinated work, in 2015 a Sustainability Work Group is formed with participation of managers from various corporate functions such as financial affairs, HR, supply chain, procurement, corporate communications, environment, and OHS, etc.