CORPORATE GOVERNANCE > THE DUTIES AND WORKING PRINCIPLES OF THE COMMITTEES

VERUSATURK GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş. DUTIES AND OPERATING PRINCIPLES OF AUDIT COMMITTEE

I.PURPOSE
The purpose of this document is to define the duties and working principles of the Audit Committee to be established by the Board of Directors of Şok Marketler Ticaret A.Ş. The Committee will assist the Board of Directors in the observation of Verusaturk GSYO's accounting system, operational and operational risks, disclosure of financial information, the functioning and effectiveness of the independent audit and the internal control system in accordance with the capital market legislation, evaluating the issues determined within the framework of its evaluations and will report to the Board of Directors.

II. BASIS
This document has been prepared within the scope of the arrangements, provisions and principles of the Capital Markets Legislation, and the Corporate Governance Principles set out in the Capital Market Board. With the decision of our Board of Directors dated 06.02.2014 and numbered 2014/4, it was decided to establish an ‘Audit Committee within the Board of Directors of our Company in accordance with the II-17.1 Corporate Governance Communiqué issued by the Prime Ministry Capital Markets Board.

III. AUTHORITY AND SCOPE
The Committee is formed and authorized by the Board of Directors and functions under the Board of Directors. The Committee is empowered to invite erusaturk GSYO employees or representatives of individuals and organizations associated with Verusaturk GSYO, including affiliates, internal and external auditors (Auditors) and experts to their meetings and to receive information and to seek external legal and professional consultancy when needed. The costs of the consultancy services needed by the Committee are covered by Verusaturk GSYO. The Committee acts within its own authority and responsibility and makes recommendations to the Board of Directors; The final decision responsibility always belongs to the Board of Directors.

IV. ORGANIZATION
The Committee consists of at least two members elected from among Verusaturk GSYO Board members. The Chairman of the Committee and its members are selected from among the 2 independent Board members who are not in executive functions. Experts in accounting, finance, audit, law, etc. who have sufficient work experience in their fields and can analyze financial statements and reports take place in the committee. Those who directly undertake executive functions such as the Chairman of the Executive Board, General Manager and Assistant General Manager Responsible for Financial Affairs do not take part in this committee. The Committee is entitled to invite any managers it may deem necessary to the meetings and take their opinions. The members of the Audit Committee are appointed by the Board of Directors for 1 year. The committee is re-determined every year at the first Board of Directors meeting to be held after the ordinary general meeting. Members whose term has expired can be re-elected. Audit Committee meetings are held at least 4 times a year. When necessary, the independent audit firm attends the evaluation meetings regarding the financial statements made by the audit committee and provides information about its work. The decisions taken at the Committee meetings are put in writing by the Board of Directors secretariat, signed by the Committee members and archived.

V. DUTIES AND RESPONSIBILITIES
To determine the Independent External Audit institution and the scope of the services to be received from the independent audit firm and to submit it for the approval of the board of directors. To review the independent audit contracts and ensure that the independent audit process is started. To ensure the effective work of the independent audit firm, to follow up their work at every stage. To ensure that the important problems identified during or as a result of the audits carried out by the independent external auditors and their suggestions for the elimination of these problems are timely notified to and discussed by the Board of Directors. To review the work and organizational structure of the company's internal control unit; To make suggestions to the Board of Directors regarding the establishment of a healthy internal audit infrastructure in the company, defining the authorities and responsibilities of the internal audit unit, writing down the internal control processes, and the operation and supervision of the established structure. To examine and evaluate the internal audit report prepared by the internal audit unit, and to present its opinion to the board of directors. 3 To review the crisis plans regarding the recording and protection of transactions in case the computer system becomes inoperable and the management's accountability for the security and operation of the company's computer system. To investigate whether the warnings and recommendations made by the auditors regarding internal control are implemented. Accounting System and Financial Reporting To audit the compliance of the periodic financial statements and footnotes to be disclosed to the public with the current legislation and international accounting standards and to notify the board of directors in writing, taking the opinion of the responsible managers of the company and the independent audit firm. To review the annual report to be disclosed to the public and to review whether the information contained therein is correct and consistent according to the information of the Committee. To investigate the effects of changes in accounting policies, control system and legislation on financial statements that will significantly affect the preparation of the financial statements of the company and to report to the Board of Directors. Other Responsibilities To review the transactions left to the evaluation and decision of the Company management in their transfer to accounting records such as valuation of assets and resources, guarantees and sureties, fulfillment of social responsibilities, lawsuit provisions, other liabilities and contingent events. To review the results of the audits and investigations carried out by the regulatory authorities, to submit suggestions regarding necessary corrections in writing to the Board of Directors. To observe the compliance with the legal regulations and internal regulations within the company and to ensure that the changes in the legal regulations regarding the activities of the Company are adapted to the Company structure. To initiate special audits if deemed necessary and to report the audit results to the Board of Directors. To perform other surveillance and monitoring activities requested by the Board of Directors.

VI. ENFORCEMENT
Verusaturk GSYO's Audit Committee duty and working principles entered into force with the decision of the Board of Directors dated 06.02.2014 and numbered 2014/4.

VERUSATURK GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş. CORPORATE GOVERNANCE COMMITTEE DUTIES AND WORKING PRINCIPLES

1. PURPOSE
The purpose of this document is to define the duties and working principles of the Corporate Governance Committee (Committee) to be established by the Board of Directors of (Verusaturk GSYO) The Committee was established to support and assist the board of directors for the monitoring of Verusaturk GSYO's compliance with corporate governance principles in accordance with the capital market legislation, the determination of board members, the determination of the Verusaturk GSYO approach, principles and practices in terms of remuneration, performance evaluation and career planning of board members and senior executives, overseeing investor relations.

2. BASIS
This document has been prepared within the scope of the arrangements, provisions and principles of the Capital Markets Legislation, and the Corporate Governance Principles set out in the Capital Market Board. With the decision of our Board of Directors dated 06.02.2014 and numbered 2014/4, it was decided to establish a ‘Corporate Management Committee within the Board of Directors of our Company in accordance with the II-17.1 Corporate Governance Communiqué issued by the Prime Ministry Capital Markets Board.

3. AUTHORITY AND SCOPE
The Committee is formed and authorized by the Board of Directors and functions under the Board of Directors. The Committee is authorized to obtain legal and professional consultancy from outside when needed during the execution of the activities, to get information by inviting experts in their fields to meetings or to invite the manager they deem necessary to their meetings. The costs of the consultancy services needed by the Committee are covered by the Company. The Committee acts within its own authority and responsibility and makes recommendations to the Board of Directors; The final decision responsibility always belongs to the Board of Directors.

4. ORGANIZATION
The Committee consists of at least two members elected from among Verusaturk GSYO Board members. The Chairman of the Committee is selected from among the independent Board members. It is compulsory for both members, in case the committee is composed of two members, or the majority of the members, in case there are more than 2 members, to be non-executive members of the board of directors. The Company's Chief Executive Officer cannot be assigned to the Committee. The members of the Corporate Governance Committee are appointed by the Board of Directors for 1 year. The committee is re-determined every year at the first Board of Directors meeting to be held after the ordinary general meeting. Members whose term has expired can be re-elected. Corporate Governance Committee meetings are held at least once a year. If necessary, it convenes at the Company headquarters upon the invitation of the Committee Chairman through the Secretariat of the Board of Directors. The decisions taken at the Committee meetings are put in writing by the Board of Directors secretariat, signed by the Committee members and archived.

5. DUTIES AND RESPONSIBILITIES
In accordance with the Communiqué on the Determination and Application of the Capital Market Corporate Governance Principles, the Corporate Governance Committee may additionally fulfill the duties of the Nomination Committee and the Remuneration Committee and the Early Risk Detection Committee. In accordance with this principle, the duties and responsibilities within the scope of the committees are given below. Establishing the Corporate Governance Principles of Corporate Governance Committee within the Company, ensuring their adoption and making suggestions for improvements in practices. Observing compliance with internal regulations that prevent conflicts of interest that may arise between the members of the board of directors, managers and other employees and the abuse of trade secret information. Making evaluations and suggestions regarding the structure and working style of the committees. Closely following developments and trends in corporate governance and researching their applicability in company management. Determining the terms of office of the members of the Board of Directors and Committees and making recommendations regarding periodic rotations. Supervising the work of the Investor Relations unit. Nomination Committee Determining the candidates who can be a member of the Board of Directors and present them to the Board of Directors for election at the General Assembly. 3 To make suggestions regarding the vacant memberships of the Board of Directors for various reasons Evaluating the candidates for independent board members positions, taking into account whether the candidate meets the independence criteria, and submitting the relevant assessment for the approval of the board of directors with a report. Receiving a written statement from the independent board member candidate stating that he / she is independent within the framework of the regulations in the Corporate Governance Principles of the Capital Markets Board at the time of nomination. Organizing orientation and training programs for members. Making suggestions regarding the structure and efficiency of the board of directors. Determining and monitoring the Company's approach, principles and practices regarding career planning and evaluation of the performances of the members of the Board of Directors and senior executives once a year. Remuneration Committee Making recommendations regarding the remuneration principles of the members of the Board of Directors and senior executives, taking into account the long-term goals of the company. Determining the criteria that can be used in remuneration in relation to the performance of the company and the member. Submitting suggestions to the board of directors regarding the remuneration to be paid to the members of the board of directors and senior executives, taking into account the degree of meeting the criteria.

6. ENFORCEMENT
Verusaturk GSYO's Corporate Governance Committee duty and working principles entered into force with the decision of the Board of Directors dated 06.02.2014 and numbered 2014/4.

VERUSATURK GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş. EARLY RISK DETECTION COMMITTEE AND WORKING PRINCIPLES

With the decision of our Board of Directors dated 06.02.2014 and numbered 2014/4, it was decided to establish an ‘Early Risk Detection Committee within the Board of Directors of our Company in accordance with the II-17.1 Corporate Governance Communiqué issued by the Prime Ministry Capital Markets Board. The working principles of the Early Risk Detection Committee have been regulated by the decision with the same number of our Board of Directors.

I. PURPOSE and SCOPE
Verusaturk GSYO A.Ş. The purpose of the Early Detection of Risk Committee affiliated to the Board of Directors (Verusaturk GSYO) is to give suggestions and offers to the Board of Directors regarding determining, defining, prioritizing, monitoring and reviewing the strategic, financial, operational risks and opportunities that may affect the activities of the company by calculating their effects and probabilities; managing, reporting, considering within the decision making processes these risks and opportunities in parallel to risk profile and interests of the company.

II. COMMITTEE ORGANIZATION
The Early Risk Detection Committee consists of at least 2 non-executive members of the Board of Directors, provided that the Chairman is an independent member of the Board of Directors. The Early Risk Detection Committee and its members are selected by the company's Board of Directors.

III. DUTIES POWERS AND RESPONSIBILITIES
To make suggestions and assist the Board of Directors on the determination, management and correction of all kinds of risk elements and opportunities that may be encountered in the activities of the company, the coordination with related departments, primarily internal control and internal audit departments, the review and evaluation of risk management systems, and to review the risk management systems at least once a year. The determination and follow-up of priorities for the integration of risk and internal control systems into the company and their efficiency, and ensuring that risk elements and opportunities are checked within the scope of risk management and are reported to the Board of Directors in terms of compliance are among the powers of the Early Risk Detection Committee. The Committee acts within its own authority and responsibility and makes recommendations to the Board of Directors; The final decision responsibility always belongs to the Board of Directors.

IV. ENFORCEMENT
Verusaturk GSYO's Early Risk Detection Committee duty and working principles entered into force with the decision of the Board of Directors dated 06.02.2014 and numbered 2014/4.

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