Committees

Corporate Governance Committee

The Committee currently comprises two members of the Board of Directors.

Members of the Committee

Dr. M Cüneyt Sezgin (Board Member)
Cemal ONARAN (Board Member)

Committee Activities

This committee’s objective has been defined as; harmonizing with the corporate governance principles and conducting the necessary activities to create such a general corporate culture, making suggestions to the Board of Directors for this purpose and monitoring our Company’s harmonization with the said principles.

Accordingly, the duties and responsibilities of the Corporate Governance Committee have been defined as follows:

    • Carry out the necessary operations; to establish company’s corporate governance principles according to the equality, transparency, accountability and responsibility principles,
    • To create the necessary environment that will allow the Board of Directors and executives to carry out their actions in a fair, transparent, accountable and responsible manner,
    • To ensure company’s transparent performance of its affairs and transactions, • To protect the rights of stakeholders independently,
    • To consider the Company’s code of conduct, internal balances and strategic goals for determining its remuneration policy,
    • To take the necessary measures that will allow the Company’s use of its share ownership rights arising from the legislation, articles of association and other internal regulations.

Committee Activities

Committee members had complete attendance to the two meetings held by the Corporate Governance Committee in 2015.

Audit Committee

The Committee currently comprises two members of the Board of Directors.

Members of the Committee

Dr. M Cüneyt Sezgin (Board Member)
Cemal Onaran (Board Member)

Committee Activities

Main responsibilities of the Audit Committee that was created to help Board of Directors realize its audit and observation activities, have been defined as follows;

    • Observing the functionality and effectiveness of the internal system activities on behalf of the Board of Directors,
    • Performing pre-assessments for the Board of Directors’ selection of independent auditing firms and obtain information about the activities of the firms if seen necessary. Accordingly, the duties and responsibilities of the Audit Committee have been defined as follows:
    • Helping the Board of Directors perform its observation duty on internal audit, internal inspection and risk management affairs,
    • Ensuring the operation of the internal audit system according to the purpose and extent of the Regulation on Internal Systems of Insurance, Reinsurance and Pension Companies,
    • Evaluating the Supervisory Board Regulations and annual internal audit plan prepared by the Supervisory Board and approved by the Board of Directors,
    • Assessing whether the company’s management shares the importance of internal audits, with the Company employees as required and whether the Company has adopted a correct internal audit culture,
    • Collecting information about the results of the periodic and process-centric internal audits conducted by the Supervisory Board about the internal inspection system, and errors and faults in its application.

Committee members had complete attendance to the four meetings held by the Audit Committee in 2016.

Remuneration Committee

The Committee currently comprises two members of the Board of Directors.

Members of the Committee

Ali Fuat Erbil (Chairman of the Board)
Didem Başer (Vice Chairman of the Board)

Committee Activities

    • It is responsible for; performing the necessary observation and audit process for carrying out the remuneration policy and applications according to the current laws and legislations and risk management principles,
    • Determining and approving the remuneration packages of Board Members, CEO and Executive Vice Presidents with or without executive functions,
    • If required, coordinating with the Human Resources and other departments considered necessary for realizing the duties and responsibilities stated above.

Committee members had complete attendance to the four meetings held by the Remuneration Committee in 2016.