Declaration of Compliance with the Corporate Governance Principles
Our Company shows the utmost care to comply with the “Capital Markets Board Corporate Governance Principles” which are issued by the CMB in all corporate governance applications since that day it was opened to the public.
Of the Corporate Governance Principles the required principles are complied with and work is being done to achieve compliance with the optional principles.
Corporate Governance Principles that are not yet able to be practiced
a) Required Corporate Governance Principles that are not able to be Practiced
Due to the statement that it cannot be applied for partnerships in the second and third group, the third clause in principle number 4.3.7. and the second clause of principle number 4.3.8. of the Corporate Governance Principles cannot be practiced.
b) Optional Corporate Governance Principles that are not able to be Practiced
The matters in the Corporate Governance Principles currently being enforced which are unable to be practiced by the Company at this time have been specified under the following headings.
1.1. Simplifying the Use of Shareholder Rights
Pursuant to the 2nd Clause in Article 11 of the “Corporate Governance Communiqué” no. II-17.1 the work to create an investor relations department and assign an Investor Relations department administrator in the Corporate Governance Committee will be completed by June 30, 2014.
1.2. The Right to Obtain and Examine Information
-Request for a private Auditor to be Assigned,
The phrase concerning the request for a private auditor to be assigned being used as an individual right is included in our core contract therefore there is no conflict of interest due to noncompliance with the principle for this reason.
1.3. General Assembly
There is no provision in the company core contract concerning the ability to hold general assemblies open to the shareholders and the public including the media without allowing right to speak. However the phrase the company’s other administrators “employees, audio and visual technicians and press members may enter” is included in our company’s Internal Guidelines on the Principles and Procedures for the General Assembly’s Operations.
1.5. Minority Rights
– The presence of a minority representative in our Board of Directors,
Minority shares are not represented in the management.
3.1. The Company Policy on Beneficiaries
– There is no compensation policy for company employees. It is planned that this will be created as soon as possible and disclosed to the public via the corporate internet site.
3.2 Supporting the Participation of Beneficiaries in the Company Management
-Participation of the Beneficiaries in the Company Management,
There is no policy setting forth the participation of beneficiaries in management or concerning beneficiaries in the core contract. However, as seen from the statements in clauses 11 and 12 of Section III in the Corporate Governance Report there is a policy that is not directly explained by the company but enforced.
4.2. The Board of Directors Operation Principles
-The authorities of the board of directors chairman and general manager have been clearly separated. However this distinction has not been stated in writing in the core contract.
-The board of directors have not formed internal audit systems to include risk management and information systems processes. The formation of internal audit systems has been planned for 2014.
Insurance against damaged caused by faults of board members during the execution of their duties in an amount exceeding the company equity by 25% has not yet been obtained. It is planned for this process to be completed as soon as possible and disclosed to the Public Disclosure Platform as soon as possible.
4.3. Structure of the Board of Directors
-Women members on the Board of Directors,
There are no women members on our company’s board of directors. A policy is planned to be created within the year 2014 to reach the goals that are set forth in the Corporate Governance Communiqué number II-17.1.
Work that has Been Done Towards Complying with Principles within the Period
Due to the creation of an “Early Risk Detection Committee” formed pursuant to the Capital Markets Board Series: IV, No:56 Communiqué changed by Series: IV, No:63 Communiqué and Board of Directors decision no 2013/11 dated 08.03.2013 the Early Risk Detection Committee has taken over this task from the Corporate Governance Committee.
Our company’s internet site, activity report and corporate compliance report have been reviewed in line with the TCC No 6102, the CMB no 6362 and Corporate Governance Principles and the necessary work on compliance have been done.
The work necessary to achieve compliance to the Corporate Governance Principles in the Corporate Governance Communiqué No. 11-17.1 of the Capital Market Board published to go into force on 03.01.2014, is ongoing.
Mustafa Erdoğan Abdullah Tuğcu
Board of Directors Deputy Chairman, Board of Directors Member
General Manager and Executive Director