Our Sustainability Strategy & Governance Structure

Our ESY Strategy

In the process following the prioritization analysis, the value areas of the strategy that emerged in line with the ESIA transformation were determined. After the strategic orientation was determined, Zorlu Energy's impact, value and target areas were defined. These have also enabled the definition of a sustainable organization and an organization that performs strong ESM management. Values and strategic orientation have formed the basis for setting the tone of communication for the rest of Zorlu Energy's sustainability and ESY activities.

Strategic Framework

The priority issues identified have been evaluated holistically and the value areas that Zorlu Energy will focus on in its long-term value creation journey have been determined.

According to this;

•  Restorative Operations and the Value Chain
•  Impact-Oriented Growth
•  Areas have been revealed in the upper headings of people and culture.

Restorative Operations and the Value Chain, as well as what needs to be done in order for the biosphere, the layer that ensures the existence of living life, to continue its cyclical functioning, are discussed. In addition to direct planetary issues such as combating the climate crisis and improving biodiversity, the issue of green and reliable energy supply, which also contributes to the business model, is evaluated under this heading.

Under Impact-Oriented Growth, the growth paths that are included in the new generation business models, especially digital, connected infrastructure, e-mobility, smart urbanization and aimed at creating a positive impact are considered. Thus, while trying to transform existing businesses from the regenerative framework under the protection of the biosphere, directly regenerative/ restorative business model designs are evaluated under this field.

While talent management and healthy employees, which are the main resources necessary to ensure the regenerative transformation of existing jobs and the design of regenerative/restorative business models, are discussed under the heading of People and Culture, local socio-economic development and ways of interaction with stakeholders in the regions where Zorlu Enerji has operations are evaluated in the context of generating social benefits.

"A pioneer in the regenerative and restorative growth of Turkey”

Facilitator of Turkey's regenerative and restorative growth

Deteriorating ecological systems need to be renewed and improved. The economic and social systems we have produced have fallen behind the requirements of the era. Beyond being sustainable, it was inevitable to switch to a new growth model by making a positive contribution to the systems whose balance we disrupted.

In the face of all these realities and complex challenges, the sector and business models we are in claim to produce the most appropriate solutions for the reality of the future. As Zorlu Energy, we aim to be the facilitator of sustainable and renewable growth in Turkey. With the strategy we have developed for this, we contribute towards the decarbonization and biodiversity development of our country, not only our own operations, by offering a restorative business model and value chain proposal. With our approach based on impact-oriented growth, we are developing future business models by contributing to the innovation ecosystem in our country. Thus, we produce innovative and renewing value proposals beyond our main business model. With the works we do in the field of human and cultural development, we both contribute to local development and increase the social welfare of our employees. Our transparent and ethical business approach and our integrated perspective make it easier for us to create a positive impact with new opportunities while distancing us from the risks of today and the future.

Restorative Operations and the Value Chain – Environmental Innovation

Our first priority is to contribute to the renewal and repair of the biosphere, to which humanity and all life owes its existence. As Zorlu Enerji, we have been contributing to the reduction of greenhouse gas emissions in the atmosphere by investing only in renewable sources for a long time. We provide clean and reliable energy supply by separating power Jul-ture, which is our main business, from fossil sources. Thus, we are providing a regenerative transformation of our existing business.

we are committed to ensuring that all of the energy we produce is from renewable sources by 2030. As a company that generates electricity and connects it with consumers, we want to facilitate not only our own operations, but also our customers' carbon-free growth. We contribute to the carbon-free growth of all sectors, starting from Zorlu Group companies, in order not to stay away from the decarbonizing markets under the leadership of Europe and other major economies and to contribute to the competitive strength of our country. Not content with this, we continue to create long-term positive value by carrying out studies to make our entire value chain carbon neutral by 2040.

We are working to contribute to preventing the loss of biodiversity, which is another issue as important as the climate crisis. We make investments and carry out projects for the protection of biodiversity in the regions where our operations and facilities are located. we aim to invest 10 million liras for the protection and development of biodiversity by 2030 and to be fully compatible with international frameworks. Thus, we not only prevent possible negative effects caused by our activities, but also take concrete steps for the protection of species in our country and the development of living diversity.

Our Management Model

as a result of the prioritization study carried out in 2022, the expanded titles for the working groups were formed as follows;

After revealing the value areas and strategic framework of Zorlu Energy, defining the ESG Strategy and strategic actions, the best governance model was defined for the smooth and effective management of the ESG strategy.

In the approach determined according to the model, it is proposed to establish a working group under each value area and be responsible for implementing actions towards achieving the goals contained under the relevant priority areas. At the same time, issues such as the basic governance structure, risk management and transparency required to create long-term value in these value areas are also discussed under the Strategic Foundations Working Group.

The Sustainability Board, which works under the coordination of the OHS Directorate, meets annually and is responsible for such tasks as evaluating existing studies, tracking performance on the way to targets, determining regulatory actions on issues that are lagging behind in terms of performance. Working Groups also provide content and support to the Sustainability Board within the framework of their responsibilities.

The Sustainability Board brings relevant issues to the agenda of the already existing Corporate Governance Committee and ensures that they are reported to the Board of Directors.
 

It reviews the policy studies corresponding to the value areas it has designed to realize the Zorlu Energy Sustainability Strategy by the relevant working group champions.

Priority issues are discussed specifically in the Working Groups established under the roof of the Sustainability Board. A meeting was held by the Sustainability Board on 22.12.2022 and the information sharing with the Zorlu Energy Board of Directors was carried out by the Head of the Sector.

Working Groups

As a maximum, the Sustainability Board meets once a year and the progress related to both Zorlu Energy sustainability targets and Zorlu Holding targets are shared. the action plans for the detailed sustainability index gap analysis carried out in 2022 have been assigned to the relevant working groups. The working groups continue to work on issues related to the focus areas of the Zorlu Energy sustainability strategy and the results of the prioritization analysis.

Reviews the policy studies corresponding to the value areas designed to realize the Zorlu Energy Sustainability Strategy by the relevant working group champions;

Structure of the Board of Directors

Zorlu Enerji Board of Directors members are elected every year during the General Assembly meeting. The Board of Directors is diverse in terms of independent membership and gender. The diversity development of the Board of Directors can be seen in the following graphs:
        

While the meetings of the Board of Directors differ by year, the participation rates reached at the meetings also vary.

Board of Directors meetings were held simultaneously in physical and virtual environment, and physical participation was kept optional. a total of 11 meetings were held in this way in 2022. The average participation rate in board of directors meetings is 75.8%.

The Board of Directors of the Company is structured in such a way as to ensure the highest level of influence and effectiveness. In this regard, utmost care is taken to comply with the Capital Markets Law, CMB Communiqués and regulations. The Board of Directors of the Company consists of a total of 7 members, 3 of whom are independent. 3 Of the members are executive members. The number of female members is 2 and the proportion of female members is 29%.

The number and qualifications of the independent members who will serve on the Board of Directors are determined in accordance with the regulations of the Capital Markets Board on corporate governance.

Corporate Governance Committee, Early Detection of Risk Committee and Audit Committee have been established at Zorlu Enerji to work under the Board of Directors in accordance with the Corporate Governance Principles of the Capital Markets Board in order to ensure the healthy fulfillment of the duties and responsibilities of the Board of Directors. The membership structures of these committees are as follows:

Zorlu Enerji Internal Audit Team is in a state of development in terms of its skills and competencies. The team consists of 9 people. Internal audit at Zorlu Enerji is carried out through periodic meetings between the Internal Audit Department and the Audit Committee. Dec. In these meetings, the planned and realized audit and consulting activities are evaluated, the steps to be taken regarding the findings encountered are determined and the plans for the next period are reviewed.

It reviews the policy studies corresponding to the value areas designed to realize the Zorlu Energy Sustainability Strategy by the relevant working group champions.

Individual Meeting Participation of the Board of Directors and Committee Meetings in 2022