FEE SETTING POLICY FOR MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVES OF METRO TİCARİ VE MALİ YATIRIMLAR HOLDİNG A.Ş.
1- PURPOSE AND SCOPE
In line with the Communiqué of the Capital Markets Board Regarding The Implementation of Corporate Management Principles, the purpose is the determination of the principles regarding the setting of the fee of our members of the board of directors and executives of our company. The fee setting policy; will cover the members of the board of directors and top executives in duty.
2- PRINCIPLES OF FEE SETTING
Our Company has adopted the principle of granting the members of the independent Board of Directors a fee at a level to protect their independence within the frame of the Communiqué of the Capital Market Board Series:IV, No. 56 Regarding the Determination and Practicing of Corporate Governance Principles, which does not take performance of the company as basis.
It is essential to determine the fees to be paid to the members of the board of directors and executives; in line with the internal balances and long-term targets of the company, by taking into consideration of the general economic conditions and by evaluating it objectively. Executives and members of the board of directors may be granted bonus and fringe benefits based on performance beside the fee determined within the scope of the said principles.
3. DUTIES AND RESPONSIBILITIES
The Board of Directors has the final authorization and responsibility to ensure the efficient execution of the fee practices within the scope of this policy. The Corporate Management Committee created within the organization of the Board of Directors will monitor, audit such fee setting practices of the Company and when necessary present evaluation and proposals to the Board of Directors on the name of the Board of Directors. The Corporate Management Committee will set the criterion to be used during fee setting, which will be in direct proportion with the performance of the company and informs the Board of Directors in written about its proposal regarding the fee to be paid to the Members of the Board of Directors and top executives. The Corporate Management Committee will review the fee policy minimum once a year and if considered necessary submits the proposal for a change to the approval of the Board of Directors. The information regarding the fee policy will be presented to the shareholders at the annual ordinary general assembly and published on the web site of the Company.
4. EFFECT
The fee policy shall come into force as of the date of its approval by the Board of Directors.