1.PURPOSE
The purpose of this Emergency and Unexpected Situation Plan is to outline the conditions, methods, procedures, and workflow plans for Emaa Blue Portföy Yönetimi A.Ş. (the Company) to fulfill its obligations to clients, brokerage firms, market participants, and third parties in case of emergency or unexpected situations. Additionally, it aims to present an action plan for potential risks arising from external service procurement and for situations where services may be interrupted or delayed.
2. BASIS
This plan is prepared in accordance with the provisions of the Capital Markets Law No. 6362, based on the "Portfolio Management Companies and Principles Regarding Their Activities" Regulation (III-55.1) published by the Capital Markets Board (the Board) in the Official Gazette No. 28695 dated 02.07.2013.
3. DEFINITIONS AND ABBREVIATIONS
In this Plan, the following terms refer to:
a) Stock Exchange: Refers to Borsa İstanbul A.Ş.
b) External Services: Refers to services related to fund service units and information systems that the Company may procure from external providers during its operations, in accordance with the principles specified in Article 19 of the Communiqué and subject to the Board’s approval.
c) Law: Refers to the Capital Markets Law No. 6362.
d) Board: Refers to the Capital Markets Board.
e) MKK: Refers to Merkezi Kayıt Kuruluşu A.Ş.
f) Client: Refers to any person, institution, investment, or pension fund that receives services under a signed portfolio management or investment advisory agreement.
g) Plan: Refers to this Emergency and Unexpected Situation Plan, which outlines the conditions, methods, and procedures for fulfilling the Company’s obligations to clients, brokerage firms, market participants, and third parties during such situations.
h) Company: Refers to Emaa Blue Portfolio Management
i) Takasbank: Refers to İstanbul Takas ve Saklama Bankası A.Ş.
j) Communiqué: Refers to the Communiqué on Principles of Portfolio Management Companies and Their Activities, numbered III-55.1.
k) TCC: Refers to the Turkish Commercial Code No. 6102.
l) TSPB: Refers to the Turkish Capital Markets Association.
4. SCOPE
This Plan covers the procedures to be followed by Company personnel in the event of service interruptions caused by emergencies or unexpected situations, including interruptions in services provided by external providers. The Plan includes the minimum elements specified in Articles 17/2 and 19/7 of the Communiqué issued by the Board. The following are examples — but not limited to — of major emergencies and unexpected situations that may disrupt the Company’s regular operations and/or prevent it from providing services:
a) Natural disasters such as earthquakes, fires, floods, storms, etc.
b) War, terrorist attacks, civil unrest, and similar events.
c) Fires, floods, explosions, or similar unexpected events occurring at the Company’s or its external service providers’ premises or buildings.
d) Suspension of transactions in monetary and capital markets due to unexpected events in financial markets, or malfunctioning of collection and payment systems.
e) Inability of a significant portion of the Company’s or its external service providers’ personnel to work due to illness, epidemic, traffic accidents, or strikes.
f) Failure of the Company’s or its external service providers’ IT and communication systems due to unauthorized and malicious electronic attacks, intrusions, or viruses.
5. PERSONS RESPONSIBLE FOR THE IMPLEMENTATION OF THE PLAN
The individuals responsible for implementing the Plan are appointed by a resolution of the Company’s board of directors and shall consist of at least one Company employee at the level of deputy general manager or higher, along with an alternative individual to act in their absence. Information about these individuals is provided in Annex 1 of the Plan.
In the event of an emergency or unforeseen circumstance where the continuity of IT systems cannot be ensured and/or if at least two business days are required to recover from the resulting damage, or if the physical working environment is deemed unsuitable, it is the primary responsibility of the individuals in charge of the Plan to assess the situation and determine which measures must be taken.
6. NOTIFICATION
The Plan is published on the Company's website and communicated to the relevant institutions and organizations. The titles and full contact details of the individuals responsible for implementing the Plan are reported to the Capital Markets Board, the Central Registry Agency Inc. (CRA), Borsa Istanbul Inc. (Borsa Istanbul), Istanbul Settlement and Custody Bank Inc. (Takasbank), and any other organizations designated by the Capital Markets Board.
In addition, during the signing of the portfolio management agreement, clients are informed about how business continuity will be maintained in emergencies and unforeseen situations, including the related workflow procedures.
7. IMPLEMENTATION AND WORKFLOW
a) Retention of Financial Statements, All Mandatory Records Under Applicable Legislation, and Valuable Documents in Printed and/or Electronic Form in Accordance with Article 82 of the Turkish Commercial Code (TCC)
All records and valuable documents that the Company is obliged to maintain pursuant to financial reporting standards and applicable legislation are stored at the Company’s headquarters either in printed form and/or electronically in accordance with Article 82 of the Turkish Commercial Code (TCC). In addition, electronic backups of the records are created and preserved. In the event of damage to or inaccessibility of the records, it is possible to regenerate them through the system.
Customer contracts and documents, as well as contracts signed with service providers, are stored both in secure physical cabinets and in electronic format.
Incoming and outgoing correspondence is stored electronically and also recorded in the incoming outgoing document register, with printed copies kept as well.
Important documents (such as board of directors’ resolution books, etc.) are kept in secure cabinets and also archived electronically.
In accordance with Article 82/7 of the TCC, if books and documents required to be retained are lost due to disasters such as fire, flood, or earthquake, or due to theft, within the legal retention period, a “Loss Certificate” must be obtained by filing a non-contentious lawsuit at the competent commercial court within thirty days from the date the loss is discovered.
b) Ensuring the Continuity of Information Systems to Sustain Uninterrupted Company Operations, Backup Procedures, and Retention of Electronic Record Backups for a Period of Five Years
To ensure the uninterrupted continuation of the Company’s operations in the event of emergencies or unforeseen situations, the accounting data of both the Company and the investment funds it manages are regularly backed up in a systematic manner. These backup copies are stored at different locations for a minimum period of five years. In addition, cloud data storage systems provided by corporate service providers are utilized; both server data and critical files stored on users’ computers are instantly synchronized and backed up via the cloud.
The Company’s internet access is provided through a fiber-optic internet line.
Company personnel use desktop and/or portable laptop computers, which allow continued operation via battery or an uninterruptible power supply (UPS) during short-term power outages. In the event of prolonged power outages, a generator system is activated if needed, allowing all personnel to continue their work from any location.
The Company is equipped with fire detectors and an integrated alarm system. Security operations at the entrance of the building where the Company operates are managed by private security personnel. A card access system is used at the building entrance. Additionally, security cameras within the building record entries and exits to both the building and the Company.
c) Operational Risk Assessment Including Financial and IT Infrastructure
As explained in section (b) above, the risks arising from potential issues in the information systems have been minimized. Backups of the information systems are stored in the following locations:
Server Hosting Addresses:
Primary Systems Address: KKV Anadolu Data Center: Malıköy Mevkii Anadolu Organized Industrial Zone 13th Street No:31 Sincan / Ankara
Secondary Systems Address: Equinix IL2: Dudullu Organized Industrial Zone, 3rd Street No:4, Ümraniye / Istanbul
Financially, the company's investment funds and clients' financial assets are stored with collective and individual custodial institutions and with Takasbank as the ultimate custodian, as well as other financial institutions if applicable. This ensures that financial risks are minimized.
In case of illness, leave, or job abandonment, backup assignments have been made among the company's staff.
d) Provision and Continuity of Alternative Communication Channels with Service Users
In case of emergency or unforeseen circumstances, after verifying the functionality of the existing communication channels, contact will be made with the individuals being served via available channels such as phone and email. If these channels are unavailable, mobile phones will be used for communication. The individuals will be informed about which landline and/or mobile phone numbers they can use to contact the Company.
Additionally, clients always have access to their accounts at the storage institutions.
e) Provision and Continuity of Alternative Communication Channels with the Company and Its Personnel
The contact information and addresses of the Company’s personnel are kept up to date. In the event of an emergency or unforeseen situation, personnel will be contacted through alternative communication channels. Available mobile phone devices and/or email will be used as communication channels. Additionally, if necessary, in cases where employees switch to a remote working model, the necessary hardware and infrastructure will be established to ensure the continuity of communication between the Company’s personnel and those it serves.
f) Identification of Alternative Company Headquarters and Off-site Organizations
Since the Company does not engage in production, it does not require a specific business area. However, in case the Company’s headquarters becomes unusable due to emergency or unforeseen circumstances, the following location has been determined as an alternative company headquarters:
Emaa Sigorta
Headquarters Building
Altunizade Mahallesi, Mahiz İz Cd, Ofton Plaza, No: 13/2, D: 3 Üsküdar / Istanbul
The company does not yet have an off-site organization. However, should the creation of an off-site organization be deemed necessary, updates and revisions will be made in this Plan as required.
g) Evaluation of the Possible Effects of an Emergency or Unexpected Situation on the Other Party
The assets of the investment funds served by the company, as well as customer assets, are stored in accounts opened at institutions providing custodial services on behalf of the funds and customers. These assets are also tracked in electronic form by our company. Therefore, it is assessed that there is no risk of customer assets suffering damage in the event of an emergency or unexpected situation affecting the company.
h) Informing the Board about the Measures Taken and How Routine Mandatory Notifications Will Be Made
Those responsible for implementing this Plan will promptly inform the Board about the emergency and unexpected situation and the measures taken in response. In the absence of the responsible individuals, the instructions of the company's highest-level current manager will be followed. Routine and mandatory notifications to the Capital Markets Board (SPK), Turkish Securities and Exchange Association (TSPB), Borsa İstanbul, Takasbank, and other institutions will be made in writing or verbally, using the most appropriate method after evaluating the current situation, and will be done within the required timeframe without interruption.
Notifications will be made using backups of the company records.
Client Access to Accounts and Transfer of Said Accounts to Another Company in the Event the Company Decides to Cease Operations
Since customer assets are held with independent authorized custodians in accordance with legal regulations, there will be no risk of loss of these assets in the event that a decision is made for the Company to cease operations.
If the Company’s Board of Directors decides that the Company cannot continue its operations due to an emergency or unforeseen situation, but the Stock Exchange, Takasbank, the Central Registry Agency (MKK), and banks continue their activities, then clients, shareholders, and the custodians of the investment funds established by the Company will be informed of this situation. The transfer of the aforementioned funds will be carried out in accordance with the clients’ instructions.
In the event that the Company manages investment funds established by other portfolio management companies, the founding portfolio management company of those investment funds shall be notified, and the management agreements of the respective investment funds shall be terminated, and the management authority shall be transferred accordingly.
For clients receiving portfolio management services, the Company shall transfer the relevant portfolios to the accounts and institutions deemed appropriate by the clients.
j) Outsourced Services
The services outsourced by the Company are carried out within the framework of a signed agreement, after determining whether the service provider has the technical equipment, infrastructure, financial strength, experience, know-how, and human resources necessary to deliver the service at the desired quality, as well as whether there is an action plan in place to be implemented in the event of service interruptions or disruptions. It is also verified whether the specialized personnel assigned by the service provider meet the requirements specified in the relevant Communiqué of the Board. The job description of such personnel, including their authorities, duties, and responsibilities, along with the workflow, is included as an annex to the service agreement. In addition, the job description and workflow are delivered to the relevant individual against their signature.
8. AMENDMENTS TO THE PLAN
The adequacy of the workflow procedures established in the Plan shall be reviewed annually by the individuals responsible for implementing the Plan, taking into account the Company’s activities (such as the size of investment funds, client portfolio, etc.) and changes in organizational structure (such as the opening of new branches). Necessary amendments shall be made to the Plan accordingly. If changes occur that could affect emergency situations or give rise to new emergencies, the necessary amendments shall be made to the Plan and implemented without waiting for the annual review. During the renewal phase of the Plan, Company personnel shall carry out the necessary work within their areas of responsibility and inform the individuals responsible for the implementation of the Plan.
9. EFFECTIVENESS
This Plan shall become effective on the date it is approved by the Company’s Board of Directors and may only be amended by a decision of the Company’s Board of Directors.
ANNEX - 1
Individuals Responsible for Implementing the Plan
Responsible Person: General Manager – Murat Kırcı
Alternate Responsible Person: Assistant General Manager – Yeşim Gezen
Phone Number: 0 530 9147107