Metro Holding Working Principles of Corporate Governance Committee

Working Principles of Corporate Governance Committee

1.PURPOSE and SCOPE
The purpose of the Corporate Management Committee established within the body of Metro Ticari ve Mali Yatırımlar Holding A.Ş. Board of Management;
Accommodate the company’s corporate management principles,
To ensure that the Company adopts the importance, necessity and benefits of Corporate Governance Principles created by the communiqué of the Capital Markets Board,
Executes the duties regarding the creation of a candidate nominating committee and the fee committee which is required by the related communiqué of the Capital Markets Board.

2. STRUCTURE OF THE COMMITTEE
The Corporate Board of Directors consists of minimum 2 members of the Board of Directors, provided that the president is one of the independent members of the Board of Directors President of Corporate Management Committee and its members are selected by the Board of Directors.

3. DUTIES and RESPONSIBILITIES
To ensure that the corporate governance principles are practiced in the company; if not, to determine the reason and the conflicts of interest arising from the non-compliance to such principles and to make recommendations to the Board of Directors for improving the corporate governance practices,
The creation of a transparent system for the determination, evaluation and training of appropriate candidates and conducting works in finding related policies and strategies,
To supervise the works of the shareholder relations department and to assist the board of Directors by working on issues for public disclosure,
To make regular evaluation on the structure and efficiency of the Board of Directors and to offer the Board of Directors the recommendations about changes in such issues,
To determine the approach principles and practices about the evaluation of performance and career planning of members of the Board of Directors and of executives.

4.VALIDITY
Duty and Working Principles of Corporate Management Committee come into force with the approval of Board of Directors.