People

The People

AgeSA earns a B- governance grade. An experienced operating team has delivered 8 straight quarters of market-leading technical profit inside a tightly managed 40/40 joint venture between Sabancı Holding and Belgium's Ageas — but the JV structure gives the ~20% free-float minimal board power, related-party flows through Akbank and Ak Portföy are very large, and executives hold effectively zero direct equity. Capital allocation has been shareholder-friendly in recent years (₺1,000m FY2024 dividend, active ₺750m buyback, 35% payout ratio), which is what keeps the grade above "C."

The People Running This Company

Seven people do almost all the work here. The CEO has run AgeSA for nine years and, since mid-2024, also runs sister-co Aksigorta — effectively consolidating Sabancı's insurance platform under one operator. The chair is a career Sabancı lieutenant. Every other board seat is a direct JV representative or an Akbank / Ageas executive.

The one-CEO-runs-both-insurers structure is the development worth watching. Since June 2024 Kuruca runs AgeSA (life + pensions) and Aksigorta (non-life) simultaneously — a group-level decision that concentrates execution risk in one person while also enabling real cross-sell synergies. Succession planning is not disclosed.

What They Get Paid

AgeSA does not disclose individual executive pay (Turkish personal-data law is cited as the reason). Only the aggregate compensation to "key management personnel" — the Chair, all board members, the CEO, and the 7 Assistant General Managers combined — is published. In 2024 that line was ₺115.2M vs. ₺61.7M in 2023 (+86% YoY), split across roughly 16 people.

The 86% jump in key-management pay is in-line with business performance — technical profit rose 105% and SFRS net profit rose 104% the same year — and is lower than Turkey's 2023→2024 CPI increase in the mid-40s compounded on an already-inflated 2023 base. Crucially, aggregate key-mgmt comp is just 2.9% of technical profit and ~0.8% of gross written premium. For a company generating a 64.5% RoE, this is cheap. The governance issue is not the level — it is the absence of individual disclosure and the absence of any explicit pay-for-performance linkage on a per-executive basis. Policy says bonuses are tied to technical profit, GWP growth, customer, and risk/compliance KPIs; no figures, weights, or clawback disclosure is published.

Are They Aligned?

This is the heart of the governance case. The answer is nuanced: AgeSA is aligned with its two controlling shareholders, and because those two want cash back, minorities benefit too — but there is no independent alignment mechanism, and the related-party plumbing is very thick.

Ownership & control

Insider activity — the Turkish equivalent

Turkey has no Form 4. Insider activity at AgeSA is captured through (a) KAP disclosures, (b) the share-buyback program, and (c) dividend flows. Management has not disclosed personal share purchases — the alignment story here is entirely through the controlling shareholders and through treasury actions.

Cash returns have 10×'d between 2021 and 2025. The 2025 dividend of ₺1,000m equals a 34.8% payout ratio on SFRS profit — middle-of-the-road for Turkish insurers and consistent with preserving the 204% solvency ratio. The ₺750m buyback program (launched Apr 2023, 3-year) had deployed ₺100m at an average ₺61.34 by end-2024, buying 1.63m shares (~0.91% of outstanding). That is slow usage of the authorisation — only ~13% deployed in 21 months — suggesting the buyback is a capital-flexibility tool, not an active signal.

Dilution

Zero share issuance in the last 5 years. No ESOP. No warrants. The share count has only moved through treasury repurchases (slightly negative dilution). This is shareholder-friendly.

Related-party transactions — the real pressure point

The Akbank commission line is the most important number on this page. ₺3.83 billion in 2024 — more than 4× the full-year dividend, more than 25× the buyback, and roughly as large as the entire FY2024 net technical profit (₺3.98bn). It doubled YoY. Akbank is 41%-owned by Sabancı Holding, so this is the Sabancı group paying itself for distribution. The commission is presumably at arm's-length rates (Akbank also pays Sabancı group other commissions); no independent fairness opinion is disclosed. For minority shareholders, this relationship is simultaneously the source of AgeSA's moat (cheap scalable distribution through Turkey's second-largest private bank) and the single largest governance risk — any shift in the commission formula could move AgeSA's margin by hundreds of millions of lira.

Other notable flows: a ₺1,543m reinsurance cede to Aksigorta (new for 2024, as intra-group reinsurance scaled), ₺408m IT services from Sabancı Dijital, and ₺207m fees to Ak Portföy (pension fund management — necessary but worth tracking). ₺177m donated to the Sabancı Foundation is large relative to net profit; the Foundation is a group-level CSR vehicle.

Capital allocation

The one capital-allocation question mark is Medisa. AgeSA paid ₺786m in 2024 and ₺650m more in 2025 to take Medisa Sabancı Health Insurance to 100% ownership — total ₺1.4bn, comparable to the annual dividend. The rationale (expansion into health insurance, cross-sell) is strategically defensible and Sabancı-group-logical, but this is money flowing from a listed entity into a group-level build-out; the IRR thesis is not yet disclosed with numbers.

Skin-in-the-game score

4/10. The score reflects (–) no disclosed executive share ownership, (–) no equity-based compensation, (–) the concentrated JV ownership that makes minority-friendly decisions depend on the controlling shareholders' voluntary discipline, but (+) a genuine cash-return track record, (+) zero dilution history, (+) an active buyback in place, and (+) the JV partners themselves are large, reputation-sensitive institutional owners who have visibly pushed technical-profit and pension market-share leadership.

Board Quality

An eight-member board with two formal independents. Of the other six seats, two are Sabancı representatives (Chair + group executive), two are Ageas representatives, one is an Akbank executive (bancassurance partner), and one is the CEO himself. In effect, six of eight seats are affiliated with either a controlling shareholder or the largest related-party counterparty.

Strengths. The five committees required under CMB/SPK rules all exist (Audit, Risk, Corporate Governance, Remuneration, Early Detection of Risk), meetings are held at least quarterly, auditor is a Big 4 firm. Female representation is 4/8 — genuinely strong by Turkish standards. Industry expertise is deep: two Ageas career insurance executives, one ex-Akbank banker, the long-tenured CEO.

Weaknesses. Only 2 of 8 independent — below the Turkish Corporate Governance Principles "at least one-third" guideline (strict reading would require 3 on an 8-seat board). With six JV-affiliated seats, any dispute between minorities and the controlling shareholders is structurally resolved in favour of the controlling block. The Akbank director on the board while Akbank is the largest related-party counterparty is the specific conflict point — formally permitted under Turkish law, but materially weakens the "who challenges the Akbank commission rate?" question. No disclosed board-evaluation process or tenure-limit policy. No dedicated Nomination Committee (rolled into Corporate Governance Committee).

The Verdict

Grade: B-.

Biggest positives. (1) A disciplined, long-tenured operating team has compounded technical profit at ~87% CAGR 2020–24 while holding a 204% solvency ratio. (2) Cash returns have 10×'d in five years with zero dilution and an active ₺750m buyback. (3) Two large, reputable institutional shareholders (Sabancı, Ageas) whose own reputations depend on AgeSA not acting abusively.

Real concerns. (1) The ₺3.83bn Akbank commission line — bigger than net technical profit, doubled YoY, with a related-party counterparty and an Akbank director on the board. (2) Only 2 of 8 directors independent — below Turkish CG Principles guidance and structurally insufficient to challenge JV-partner decisions. (3) Zero executive share ownership and no equity-based comp, so alignment depends on institutional discipline rather than personal skin-in-the-game. (4) The active antitrust investigation adds a tail risk.

What would move the grade.

• Upgrade to B/B+: addition of a third genuine independent (preferably with insurance or antitrust expertise); an annual disclosure of Akbank commission terms against market benchmarks; a modest management-share-purchase program.
• Downgrade to C+: an adverse antitrust finding with material fine; a step-up in related-party flows without corresponding fairness disclosure; departure of Kuruca without an internal successor named.