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Committee's Operating Principles

1. Structure, Responsibilities, and Operating Principles of Committees Established within the Board of Directors;

  • The Board of Directors selects the members of the Audit Committee, Corporate Governance Committee, and Risk Early Detection Committee.
  • The Corporate Governance Committee also undertakes the duties of the Nomination Committee and the Remuneration Committee as stipulated in the Capital Markets Board regulations.
  • The responsibilities and operating principles of the committees are determined by the Board of Directors.
  • The CEO or General Manager cannot serve on the committees. Board members are encouraged not to serve on more than one committee unless necessary.
  • The Board of Directors provides all necessary resources and support for the committees to fulfill their duties. The committees may invite any executive they deem necessary to their meetings and obtain their opinions.
  • The committees utilize independent expert opinions on matters they deem necessary in relation to their activities.
  • The cost of consultancy services required by the committees is covered by the company.
  • The committees meet as frequently as deemed necessary for the effectiveness of their work, document their work in writing using the Board of Directors' secretariat, keep records, and submit their reports to the Board of Directors. Committees convene with the participation of more than half of their members and make decisions by a majority of those present.

2. Audit Committee;

The Audit Committee consists of at least two members.

All committee members are selected from among the Independent Board Members.

The duties and responsibilities of the Audit Committee do not negate the Board of Directors' responsibilities arising from the Turkish Commercial Code.

The Audit Committee meets at least four times a year, at least every three months, and the meeting results are recorded in minutes and submitted to the Board of Directors. The Audit Committee communicates its findings and recommendations regarding its area of ​​responsibility to the Board of Directors in writing.

 

The Audit Committee:

  • Oversees the accounting system, the public disclosure of financial information, the functioning and effectiveness of the independent audit and internal control systems.
  • Selects the Independent Audit Firm and determines the services to be obtained from this firm, submitting them for the approval of the Board of Directors.
  • Prepares independent audit contracts and initiates the independent audit process, and oversees the work of the Independent Audit Firm at every stage.
  • The Committee, taking into account the opinions of the responsible managers and independent auditors, informs the Board of Directors in writing of its assessments regarding the accuracy, truthfulness, and compliance with the accounting principles followed in the annual and interim financial statements to be disclosed to the public.
  • Determines the methods and criteria to be applied in examining and resolving complaints received by the Company regarding the accounting and internal control system and independent audit, and in evaluating the notifications of Company employees regarding the Company's accounting and independent audit matters within the framework of the principle of confidentiality.


3. Corporate Governance Committee:

The chair of the Corporate Governance Committee is selected from among the Independent Board Members. If the committee consists of two members, both members must be non-executive Board Members; if it has more than two members, the majority of members must be non-executive Board Members.

Members from outside the Board of Directors may be appointed to the Corporate Governance Committee, provided that the majority remains with the Board of Directors.

The Corporate Governance Committee also undertakes the duties of the Nomination Committee and the Remuneration Committee as stipulated in the Capital Markets Board regulations.

The Committee;

  • Provides recommendations to the Board of Directors on improving corporate governance practices,
  • Oversees the work of the shareholder relations unit,
  • Works on establishing a transparent system for identifying, evaluating, and training suitable candidates for the Board of Directors, and on determining policies and strategies in this regard,
  • In accordance with the Articles of Association, the Committee evaluates the nominations of Group A shareholders regarding independent members, taking into account whether the candidate meets the independence criteria, and submits its report on the evaluation to the Board of Directors for approval. The independent Board Member candidate provides a written statement to the committee at the time of nomination, stating that they are independent within the framework of the criteria set forth in the legislation, the Articles of Association, and corporate governance principles,
  • The Committee; if a situation arises that eliminates the independence of an independent member or prevents them from performing their duties, takes action to restore the minimum number of independent Board members, and if a situation arises that prevents a non-independent member from performing their duties, takes action to restore the number of Board members. It evaluates the selection of members to serve until the first General Assembly Meeting and reports the evaluation results in writing to the Board of Directors,
  • It submits its recommendations to the Board of Directors regarding possible changes to the structure and efficiency of the Board of Directors,
  • It submits its recommendations to the Board of Directors regarding the approach, principles and practices concerning the performance evaluation and career planning of the Board of Directors members and senior executives,
  • It prepares the salary proposals for the Board of Directors members and senior executives and submits them to the Board of Directors for approval.

 

4. Early Risk Detection Committee:

The chair of the Early Risk Detection Committee is selected from among the Independent Board Members. If the committee consists of two members, both members must be non-executive Board Members; if it has more than two members, the majority of members must be non-executive Board Members.

 

Members from outside the Board of Directors may be appointed to the Early Risk Detection Committee, provided that the majority remains with the Board of Directors.

 

The Early Risk Detection Committee;

Works to identify risks that could jeopardize the company's existence, development, and continuity, to implement necessary measures regarding identified risks, and to manage these risks.

 

It reviews risk management systems at least once a year.

 

The Early Risk Detection Committee submits its opinion to the Board of Directors on the establishment of internal control systems, including risk management and information systems and processes, that can minimize the impact of risks that may affect the company's stakeholders, primarily shareholders.

 

Approved at the Board of Directors meeting No. 31 dated 19.09.2023.