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