2015 Corporate Governance Principles
2016 Corporate Governance Principles
2017 Corporate Governance Principles
2018 Corporate Governance Principles
2019 Corporate Governance Principles
2020 Corporate Governance Principles
2015 Corporate Governance Principles
2016 Corporate Governance Principles
2017 Corporate Governance Principles
2018 Corporate Governance Principles
2019 Corporate Governance Principles
2020 Corporate Governance Principles
1. Compliance Statement to the Principles of Corporate Governance*
The Statement of Compliance to the Principles of Corporate Governance published by Metro Ticari ve Mali Yatırımlar Holding A.Ş. (“Metro Holding” or “the Company”) expresses the regulation of the relations between the partners and stakeholders of Metro Holding and the undertaking of Metro Holding when determining the duties, powers and responsibilities of the Board of Directors and of the executives reporting to the Board of Directors.
Primarily, Metro Holding adopts the aim of growing the value of the company and undertakes to ensure such with a governance system based on the principles of transparency, equality, responsibility and accountability.
Metro Holding’s Board of Director’s and professional management’s course of conduct bringing participation and equality to the forefront enables the Company to take the right decisions at the right time to benefit from opportunities.
The “Corporate Governance Principles” adopted by the Capital Markets Board (CMB) will contribute to the ongoing structuring of the Company within its dynamic growing process. The “Corporate Governance Principles” created under such perspective have been adopted by Metro Holding.
With this statement targeted is the insurance of a governance creating responsibility and value. Corporate Governance Principles have the purpose to strengthen and increase the trust of our existing and potential partners, our employees, customers, raw material and auxiliary material producers and vendors and of the national and international public.
PART I - SHAREHOLDERS
2. Department Shareholder Relations
Any measures are taken to use the rights of share ownership in line with the regulations, Articles of Association and other company internal regulations and to ensure the use of any such rights.
In order to observe any relations between the share owners and the Company and to ensure in full the requirements related to rights to information of the share owners, the “Department Shareholder Relations” has been established. The duties of the mentioned department are mainly as follows:
To ensure that records regarding shareholders is kept in a sound, secure and updated environment, that excluding publicly not disclosed information, the secret and trade secret information in the attachment 00206, to answer to the written information requests of shareholders regarding the company, to ensure that the General Assembly is conducted with current regulations in line with the laws in force, with the Articles of Association and other company internal regulations; to prepare the documents for the General Assembly from which the shareholders will benefit, to keep the records of the voting and to send the reports regarding the voting to the shareholders; to consider and observe any issue regarding the information of the public including the regulations and information policy of the company,
a) To ensure, that the activities of the capital market board is provided,
b) To ensure the conduction of Corporate Relations activities,
All information requests and questions coming directly from shareholders or brokers throughout the year have been answered, related information and documents, excluding confidential or of trade secret nature, have been provided to the shareholders considering the principle of equality. The Accounting Department keeps the records regarding shareholders in a secure way and updates such periodically.
Shareholder Relations Department Personnel and contact information;
METRO TİCARİ VE MALİ YATIRIMLAR HOLDİNG A.Ş.
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Name, Title, Tel., E-mail
F.Buluç Demirel CORPORATE RELATIONS(212) 319 28 34 info@metrogrubu.com.tr
Bülent BAŞDAŞ Personnel of the Accounting Department (212) 319 28 32 info@metrogrubu.com.tr
3. Shareholders’ Rights To Get Information
When using the right to information and investigation all shareholders are subject to the principle of equal processing. All information requests coming from shareholders directly or through brokers throughout the year have been answered on time. Presentations containing the progress of our Company along with financial information and news are published on the corporate web site of our Company. In case of any request coming in regarding this issue, the shareholders are directed to our corporate web site and any information and document is provided equally to the use of our shareholders through our web site. Although the request to assign a special auditor is not regulated as a right in the Articles of Association, according to the provisions of the Turkish Trade Code, it can be used by shareholders holding 5% and above of the company shares. However, there has been no request in this issue until today.
4. General Assembly Information
The General Assembly of Metro Holding gathers ordinarily or extraordinarily in the quorum as indicated in the T.T.C.
The Ordinary General Assembly; gathers 1 a year and within three months after the accounting period of the company or at an appropriate time. The meetings of the General Assembly are open to stakeholders and media. As the shares of the company are bearer shares, the invitation; is made by taking the Decision of the Board of Directors, by publishing it in the Turkish Trade Registry Gazette and in 2 National Newspapers and by notifying the CMD and ISE about. Before the General Assembly, the records, accounting and other information of the company is made ready for investigation pay the shareholders and the Istanbul headquarters of the company. At the General Assembly, shareholders use their right to ask, which should be answered clearly. The Board of Directors is authorized by the Articles of Association to take decisions such as about division, purchase, sale and renting of property in significant amounts. The minutes of the General Assembly are kept open for shareholders at our Istanbul headquarters and announced on our web site www.metroholding.com.
5. Voting Rights and Minority Rights
Metro Holding has no privilege shareholders. All shareholders are entitled to represent and vote in the rate of their shares. Avoided will be applications forcing the voting. Including overseas locations, every shareholders will be given the opportunity to vote at the most easiest and best way. The Articles of Association does not contain information on the method of minority shareholders and cumulative voting.
6. Rights for Dividends
No privileges are granted for dividends. With reference to the distribution of dividends, the Company will take the regulations of the Turkish Trade Code, the Tax Procedure Law and the Capital Markets Boards as basis. In General Assemblies, the Decision of the Board of Directors for the distribution of the dividends is decisive. In 2011, no dividends have been distributed.
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7. Transfer of Shares
The Articles of Association does not contain any provision restricting the Transfer of Shares.
PART II – PUBLIC DISCLOSURE AND TRANSPARENCY
8. Company Notification Policy
Purpose ;
Metro Holding makes explanations and notifications regarding any type of financial information to be done within the scope of the Regulations of the Capital Market, the Turkish Trade Code and other regulations based on accepted accounting principles and by regarding the principles of corporate governance. Here the fundamental purpose is to provide the necessary information and explanations, excluding trade confidential ones, to the shareholders, to investors and related parties on time, accurately, in full, explicitly, in an easy and low cost way and at equal conditions. The information policy aims to enable the shareholders and investors of our Company to the most accurate information.
Power and Responsibility;
The Information Policy has been created by the Board of Directors within the scope of the Principles of the Capital Market Board Corporate Governance, whereas the monitoring of the information policy of our Company, its supervision and development is under the authorization and responsibility of the Board of Directors. In our Company, the Shareholder Relations Department is commissioned to monitor any issue related to public disclosure.
Methods and Tools of Public Disclosure
• Financial Statements issued periodically in line with the Regulations of the Capital Market Board in three months terms, periodical annual reports are sent to the Istanbul Stock Exchange (ISE) and to the Capital Market Board to announce within their legal period. (Their electronic notification to the KAP System will be made following the announcement of the Financial Statements and of the Annual Report in the Bulletin of Istanbul Stock Exchange).
• In case of sending of any non-publicly disclosed financial statement to any authority, it will be send simultaneously to the Istanbul Stock Exchange, so that it is announced at the ISE and the shareholders are notified.
•Material Event Disclosures sent to ISE are announced separately in the web site of our Company. (Its electronic notification to the KAP System will be made following its announcement in the Bulletin of Istanbul Stock Exchange).
• Calls to the General Assembly, explanation statements, publication of circulars are announced through the Turkish Trade Registry Gazette, Daily Newspapers, in the Bulletin of the ISE and on the web site of our Company.
• The web site of our company: www.metroholding.com.tr
• If necessary, press statements can be given through written and visual media. Such explanations can be given by the President of the Board of Directors, its members, the General Director of the Company and another authorized person or people, which the Board of Directors considers as appropriate. Such explanations are published on the web site of our Company.
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• Presentations and reports used in meetings to be hold with local and international investors are published on the web site of our Company for small-scale investors.
Our Corporate Web Site is used actively in line with its purpose to inform and for public disclosure. Our Corporate web site enables the shareholders of our Company to access to any information about the Company at any time of the day. Our corporate web site is continuously updated and enables our shareholders to access the most accurate information.
Following are the headlines, which the shareholders can access from our corporate web site:
• Partnership structure
• Information about the members of the Board of Directors and Members of the Executive Committee of our Company
• The Articles of Association
• Explanation regarding the recent increase of capital
• Financial Statements and Annual Reports
• Corporate Governance Principles Compliance Report
• Material Event Disclosure
• Agendas of the General Assembly, Minutes of the Meetings, List of Attendants and Form for voting by proxy.
Disclosure of Financial Statements
Financial Statements and footnotes of our Company are issued in line with the International Financial Reporting Standards and approved by the Board of Directors upon having received the confirmation of the committee in charge of its Audit during the periods as determined. They are sent to the ISE and CMB. Financial Statements to be issued in the third and ninth month of the relative financial year are audited by the Company, whereas financial statements issued as of the sixth month and as of the end of year are subject to an independent audit. Following the approval of the financial statements, its footnotes and attached documents, they are sent to the ISE and CMB on the same day in a closed envelope for their announcement.
Follow up of Press and Media
Any information about our Company published in the press and media is followed up. In case of availability of news, which may affect investment decisions of investors and the value of our Company shares quoted on the stock exchange and which are different than the news publicly disclosed before, a material event disclosure is sent to ISE to make it public as soon as possible. Authorized Committees of our Company will evaluate such news in media organs and may decide not to make any disclosure. In case of request of a respond to news announced by ISE and CMB, a material event disclosure for ISE and a response information through the corporate web site will be given.
Material Event Disclosure and Authorized People
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In case of realization of material event situation determined by the Communiqué of the CMB Serial VIII No:54 “Principles Regarding Material Event Disclosure”, the material event disclosure is sent to the ISE. Such disclosure is sent to ISE with the signature of people who are authorized to represent and bind the Company, whose authorization is shown on the signature circular. Material event disclosures are sent to IME by fax. Further, following the publication of the Material Event Disclosure in the Bulletin of ISE, it is sent electronically to KAP (The Public Disclosure Platform) and announced on the Corporate Web Site.
Administrative Responsibility
People, who have administrative responsibility are those, who access directly or indirectly, regularly to Company internal information and who are authorized to give administrative decisions which influence the future development and trade targets of our Company.
Ensuring the Confidentiality of Information to be Disclosed Publicly
With the notification of our company shareholders along with the provision of the protection of Company interest, precautions are taken for the protection of the confidentiality of secret information until a material event disclosure is made regarding the use of internal information, which has been accessed by people who are authorized to get. With the codes of conduct of our Company, targeted is the protection of internal information accessed. Agreements concluded with people and institutions serving our Company will include such a clause.
9. Company web site and its content
The corporate web site www.metroholding.com.tr of our Company has been used actively in line with its purpose to inform and transparency. Thanks to our web site, the shareholders of our Company have the chance to access any type of information about the company any time of the day. Our corporate web site is updated regularly to ensure, that our shareholders access the most accurate information.
Following are the headlines, which can be accessed from our corporate web site:
• Partnership structure
• Information about the members of the Board of Directors and Members of the Executive Committee of our Company
• The Articles of Association
• Explanation regarding the recent increase of capital
• Financial Statements and Annual Reports
• Corporate Governance Principles Compliance Report
• Material Event Disclosure
• Agendas of the General Assembly, Minutes of the Meetings, List of Attendants and Form for voting by proxy.
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10. Annual Report
It is in the Prefix of the Compliance Report of the Principles of Corporate Governance.
PART III – STAKEHOLDERS
11. Information of Stakeholders
Stakeholders make announcements, advertisements and direct calls to vendors about the company to inform them on changes and on issues, they are interested in. By making meetings with employees and with billboards, necessary information is given.
12. Participation of Stakeholders in Management
Corporate Governance Practices of the Company guaranty the rights of stakeholders regulated in the regulations and mutual agreements. The Corporate Governance Structure of the Company ensures that any worries of all stakeholders, including employees and their representatives regarding non-legal and non-ethic activities are sent to the Management.
13. Human Resources Policy
Below given are the main principles of human resources policy of our Company.
a) Human resources does not discriminate race, ethnic origin, nationality, religion and gender.
b) Recruitment is made based on the principle “Correct employee for correct job”.
c) Performance is based for waging and promotion.
d) Only executives with professional qualifications required to execute the jobs given are recruited.
e) Employees are provided a secure and sound working environment and the chance to develop their careers. The relations with employees of our Company are maintained by the Human Resources Department.
e) Representative is not assigned to maintain relationship with employees.
14. Codes of Conduct and Social Responsibility
Metro Holding has set up following written codes of conduct to protect the rights and interests of its customers, its raw material suppliers, the Company Management and of the company employees, to ensure the trust and stability on financial markets, by considering also the requirements of economic development, paying regard to social benefits and protection of the natural environment.
General Codes of Conduct
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• The Company behaves towards the stakeholders, raw material suppliers, employees and other beneficiaries based on the principles of responsibility, openness,
trueness and accountability when carrying out its activities.
• The Company conforms to the rules of law of our Country and all regulation, which its activities are related with.
• The Company exercises due diligence to issues regarding the correct, open, full and on time sending of information, document and records for auditing and control purposes in line with the regulations.
• The Company pays attention that all its rights arising from the provisions of legal regulations, which its employees are subject to are fulfilled on time and in full.
• The Company makes its Work Place Policy in a continuous dialog with the employees of the company, by evaluating their thoughts.
• The Company has adopted the principle of always to be hones in its relations with companies active on the same industry. It wants to have other companies also to show same sensitivity.
Codes of Conduct regarding Metro Holding Management;
• The most important aim of the Company Management is to plan the investments of the shareholders at best and add value to such investments. For this purpose the Management of Metro Holding has to try to remove any problems, which may arise due to investments of the shareholders.
• The Company Management adopts the principle of behaving honorably in its relations established sincerely with its customers. It fulfils its undertakings in the contracts on time and in full.
• The Company Management aims to have long-term, fiduciary relations with raw material producers for their products manufactured in their factory.
• The Company Management acts realistically in the announcements and advertisements regarding the promotion and marketing of its both financial structure of the company and of its products and services manufactured at its plant, which conform to the laws and general codes of behavior.
• The Company Management carries out its activities in line with the Communiqués published by the CMB.
• The Company Management gives all shareholders same value. The Management provides the environment necessary to enable the shareholders to use communication channels and to explain their thoughts.
• The Company Managements updates regularly the changes regarding its existing organizational structure and trade activities; takes care that every shareholder is informed about and that the shareholders can access such information whenever they want.
• The Company Management takes care that recruitment of personnel will not interrupt services of other companies, although it has the freedom of making agreements and taking activities for recruitment in line with the provisions of the Labor Law and of its related regulations.
• The Company Management acts sincere and honestly when responding to information requested by other companies about former employees.
• The Company Management has adopted the principle of fight against crime such as corruption within the scope of provisions of international laws and national regulations. In this context, it endeavors to make both, to cooperate with other institutions and companies related with the issue and internally, to take measures for this purpose.
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• The Company Management ensures that employees get necessary trainings required for the company to enable them to conform to the technologies of today within the scope of training programs realized.
Codes of Conduct for Metro Holding Employees;
• Employees of the Company will use the knowledge and experience required for the execution of their works at any stage of the business upon need for the interest of the company.
• Employees of the Company know that they will provide full, accurate and explicit explanations in all documents to be disclosed to the public or sent to the capital market boards where the company is registered.
• Employees of the Company will render services to all customers at same quality and level and while serving, avoid from differing of material and social status, gender etc. to its customers.
• Employees of the Company exercise due diligence when adopting and protecting the name and prestige of Metro Holding.
• Employees of the Company establish relations with shareholders of Metro Holding and all other stakeholders in relation with, openly, honestly and in a civilized manner.
• With reference to any product and service offered to customers, Employees of the Company are aware, that they will transfer information in full and on time in any stage of the service relationship and in any issue; that they will abstain from giving wrong or missing information to customers.
• Employees of the Company exercise due diligence to consider social benefit beside profitability in all its activities and to support social and cultural activities in the light of respecting the environment and take care when practicing all such.
• Employees of the Company behave in line with all laws, regulations and rules in the relations of the Company and with its relations with the shareholders.
• Employees of the Company protect the level and distance required for all relations established during the course of activities carried out.
• Employees of the Company will not be involved in any attitude and behavior which is not legal.
Any change in above mentioned codes of conduct will be announced on the web site www.metrogrubu.com.tr in line with current regulations, laws and rules.
The Management of the Company and employees of the Company will act in line with the codes of conduct, which have been explained above in clauses and are aware that they have to endeavor to create a company culture, which will establish the foundation for the conformity to the laws in all activities of Metro Holding and to the Policies of Metro Holding.
PART IV – BOARD OF DIRECTORS
15. The Structure and Formation of the Board of Directors
The Board of Directors consist of five executives, whereas two are independent and three are non-executive members.
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Members of the Board of our Company are:
Member Title Executive/Non-Executive
Galip ÖZTÜRK President Executive
Sevgi MERT Vice President Executive
Ali Ertan ÇAKIR Vice President Executive
Tarık CENGİZ Member Executive
Fatih ÖZTÜRK Member Executive
Erdem YÜCEL Member Non-Executive
Mustafa ÇOBAN Independent Member Non-Executive
Dilaver ERYİĞİT Independent Member Non-Executive
There are no rules or restrictions related to the duties, which the Members of the Board of Directors may take outside of the company. However, they will have to have the qualifications required by the position of the membership.
Among our Members of the Board of Directors, there are two independent members.
16. Principles of the Activity of the Board of Directors
The agenda of the meetings of the Board of Directors is selected from the issues of the activities of the company. The General Director notifies the President and Members of the Board of Directors on the agenda in advance. The members are presented with a call containing the agenda and a detailed information file before the meeting. Upon having come to an agreement with all members on the agenda and date of the meeting, the meeting will be hold on the date and at the place determined. At the meetings, the General Director, who is the Member of the Board of Directors will take the secretarial work. If there is opposing view in such meetings, the decision will be recorded and presented to the auditors. With reference to issues as indicated in clause 2.17.4 of the Part IV of the Principals of Corporate Governance of the Capital Markets Board, the meetings of the Board of Directors have been attended de facto. When a question is placed, it is recorded. The voting rights of the Members of the Board of Directors is equal. No weighted voting right or negative veto right has been granted.
17. The Supervisory Committee and the Corporate Governance Committee have been created thanks to the number, structure and independence of the Committees created at the Board of Directors. Members of the Board of Directors in charge in both Committees are non-executive members. Procedures have been created for the working methods of the Supervisory and Corporate Governance Committees. Issues such as the frequency of meeting, the way of working, the duties and responsibilities have been given in details in such procedures.
PROCEDURE OF THE SUPERVISORY COMMITTEE
BASE
This procedure has been created within the scope of primarily the Regulations of the Capital Markets Board and the regulations, provisions and principles indicated in the Principles of Corporate Governance of CMB.
STRUCTURE OF THE COMMITTEE
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The Supervisory Committee of Metro Holding consists of two people. Both members of the Committee are independent members. Members of the Board of Directors Mr. Mustafa ÇOBAN and Mr. Dilaver ERYİĞİT have been elected to the Membership of the Supervisory Committee.
PURPOSE
The Supervisory Committee of Metro Holding will assist the Board of Directors for monitoring and proper operation of all transactions of the Administrative Affairs of the Company such as accounting, information processing marketing, purchasing etc.
POWER AND SCOPE
The Supervisory Board is created and authorized by the Board of Directors. The Supervisory Board consults employees of the Company or with people and institutions related with the Company about the activities of the Company in issues, which it considers as necessary in order to benefit from the expert opinion. The consultancy service fee for the services required by the Committee is paid by the Company. The Supervisory Committee acts within the scope of the powers and responsibilities as given to it and presents its point of view and suggestions to the Board of Directors. However, the Board of Directors will always have the power and responsibility on the final decision. Changes to be made in the Supervisory Committee Procedure will come into force by the decision of the Board of Directors.
MEETING TIME
The Supervisory Committee will meet minimum every 3 months and present the results of its meeting to the Board of Directors. The Independent Auditing Firm is invited to the evaluation meetings regarding the financial statements issued by the Supervisory Committee and it informs about its works. Decisions taken at the meetings of the Supervisory Committee are signed by the Committee Members and kept properly.
DUTY PERIOD
Members of the Supervisory Committee are elected for a maximum duty period of three years. A member, whose duty period has expired can be re-elected. The Board of Directors is authorized to terminate the duty of the members of the Supervisory Committee. The member, whose duty has been terminated is not entitled to compensation.
AUTHORIZATION FOR THE DUTY AND RESPONSIBILITIES
• The Board of Directors provides any source and support required to enable the Supervisory Committee to execute its duties. If considered as necessary, the Supervisory Committee may invite Independent Auditors to its meetings and get their opinion.
• The Supervisory Committee supervises the compliance of the periodical financial statements and footnotes to be publicly disclosed with current regulations and the Uniform Accounting System and notifies the Board of Directors in written by taking also the opinion of the Independent Auditing Firm.
• The Supervisory Committee takes all necessary cautions to ensure a sufficient and transparent Independent Audit.
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• The Supervisory Committee supervises the accounting system of the company, the public disclosure of financial information and the operation and efficiency of the independent audit.
• When the Independent Auditing Firm from which the Company will get service, is selected and the services to be received from such company is pre-approved by the committee in charge of audits, the company will be presented to the approval of the Board of Directors. Before bringing an offer for the selection of the Independent Auditing Firm, the Supervisory Committee will issue a report indicating whether there is any subject, that might harm the independency of the Independent Auditing Firm.
• The Independent Auditing Firm will notify the Supervisory Committee on important issues regarding the accounting policy and implementations of the company within the scope of the uniform accounting system, which it presented to the management of the company before; on alternative implementations and public disclosure, on possible results of such and suggestions on implementations and on significant correspondence carried out to the company management.
• The Supervisory Committee controls the follow up system developed by the Company regarding issues about conforming to laws and regulations; also controls the results of interrogations and follow ups launched by the management of the Company in issues such as disciplinary penalties, unjustified benefits, non-compliance to the law and regulations.
• The Supervisory Committee also controls all transactions, which have been left to the opinion and decision of the company in issues such as the taking in of events into accounting records like the asset and resource valuation, guaranties and pledges, the execution of social duties, answers to suits.
• The Supervisory Committee controls whether publicly disclosed information regarding finances is sufficient and consist of necessary information or not.
• The Supervisory Committee supervises the compliance of possible conflicts of interest between the Members of the Board of Directors, the Executives and other employees and company internal regulations and policies preventing the misuse of trade confidential information.
• The Supervisory Committee continuously controls its plans regarding the transfer of transactions into recordings and their secure protection when the accountability of the management along with the pc system breaks down in terms of security and operation of the Computer System of the Company.
• The Supervisory Committee gets the opinion and ideas of the Management of the Company and of the Independent Auditors about projects regarding the determination of possible areas, which may create financial risks and regarding the removal of such risks.
• The President of the Supervisory Committee presents the Board of Directors a written report on the activities of the Supervisory Board after the Supervisory Committee meeting and informs the members of the Board of Directors on the summary of the Supervisory Committee or makes them notify about.
REPORTING
• The Supervisory Committee ensures that the Board of Directors receive necessary information within the frame of powers and responsibilities given to it by the Board of Directors.
• The Supervisory Committee writes down all its activities and keeps records about such.
• The Supervisory Committee creates a report on its works and recommendations and presents such to the Board of Directors.
OTHER DUTIES AND RESPONSIBILITIES
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• The Supervisory Committee carries out other monitoring and controlling activities requested by the Board of Directors.
• The Supervisory Committee
When considered as necessary, the Supervisory Committee may take certain issues to the agenda of the General Assembly of the Company or of the meeting of the Board of directors.
• The Supervisory Committee controls regularly its performance shown throughout the year.
ENFORCEMENT
The procedure of the Supervisory Committee comes into force by the Decision of the Board of Directors.
MEMBERS OF THE SUPERVISORY COMMITTEE
• Mustafa ÇOBAN
• Dilaver ERYİĞİT
CORPORATE GOVERNANCE COMMITTEE PROCEDURE
BASE
This procedure has been created within the scope of regulations, provisions and principles indicated in primarily the Capital Markets Board Regulations, the Principles of the Corporate Governance of CMB.
FORMATION OF THE COMMITTEE
The Corporate Governance Committee consists of two people. Both members of the Committee are non-executive members.
PURPOSE
Corporate Governance is called as the relationship between different participants, who are efficient in determining the direction and performance of the Companies.
Among main participants can be;
. Partners,
. Management,
. the Board of Directors. Other significant participants, who are in relationship with each other are suppliers, customers, employees, creditors and the society. In line with such definition the purpose of the Corporate Governance Committee is to observe the Compliance of the Company to the Corporate Governance Principles; to be involved in improvement works towards this aim and to make proposals to the Board of Directors.
POWER AND SCOPE
In general, the Corporate Governance Committee will control the implementation of the Corporate Governance Principles in the Company; if they are not implemented, the reason for and determine the conflicts of interests arising from the non-full compliance to such principles. It will make proposals to the Board of Directors regarding the principles of improving the implementations.
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The Corporate Governance Committee acts under its own powers and responsibility and makes recommendations to the Board of Directors. However, the Board of Directors will have always the powers and responsibility to give final decision.
Changes to be made in the Corporate Governance Procedure will come into force by the decision of the Board of Directors.
MEETING TIME
The Corporate Governance Committee will meet minimum every 3 months and present the results of the meeting to the Board of Directors. The Corporate Governance Committee prepares the decisions taken at the meetings in a written form, which are then signed by the members of the Committee and kept properly.
DUTY PERIOD
The Members of the Corporate Governance Committee are elected for a maximum duty period of three years. Members whose duty period has expired can be re-elected. The Board of Directors is authorized to terminate the duty of the Members of the Corporate Governance Committee. The member, whose duty has been terminated is not entitled for compensation.
DUTY POWERS AND RESPONSIBILITIES
• The Corporate Governance Committee coordinates the works of the Shareholders Relations Department.
• The Corporate Governance Committee works on the creation of a transparent system for the determination, evaluation, training and awarding of appropriate candidates for the Board of Directors and for the creation of policies and strategies regarding such issues.
• The Corporate Governance Committee makes recommendations to the Board of Directors for the proper functioning of the infrastructure regarding governance practices targeting the increase of the Company performance, their well understanding by the company employees and their finding support by the management.
• The Corporate Governance Committee develops recommendations regarding the number of the Members of the Board of Directors and of the executives.
• The Corporate Governance Committee analyses the annual report of the company to be publicly disclosed and controls whether the information contained is in real and in line with the information and experiences of the Committee.
• The Corporate Governance Committee determines and observes the approach, principles and practices regarding the performance evaluation, career planning and awarding of the members of the Board of Directors and of the executives.
• The Corporate Governance Committee receives the opinion of executives on the plans about the finding of areas which might create a risk and a gap in management in the business and about the completion of such lacks.
• The President of the Corporate Governance Committee gives a written report to the Board of Directors about the activities of the Committee after the Committee meeting and submits a summary of the Committee meeting to the members of the Board of Directors or ensures their notification about.
REPORTING
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SERIAL:XI NO:29 OF METRO TİCARİ VE MALİ YATIRIMLAR HOLDİNG A.Ş.
• The Corporate Governance Committee provides that the Board of Directors gets the information within the scope of the powers and responsibility given by the Board of Directors.
• The Corporate Governance Committee writes down all its works carried out and keeps records about.
• The Corporate Governance Committee creates a report on all works it has carried out and on the recommendations and presents such to the Board of Directors.
OTHER DUTIES AND RESPONSIBILITIES
• The Corporate Governance Committee follows up prospective research and developments regarding Corporate Governance and investigates the influence of such on the management of the Company.
• The Corporate Governance Committee carries out other activities to be evaluated including the Corporate Governance, requested by the Board of Directors.
• The Corporate Governance Committee controls regularly the performance it has shown throughout the year.
ENFORCEMENT
The Corporate Governance Committee Procedure will come into force by the related decision of the Board of Directors.
MEMBERS OF THE BOARD OF DIRECTORS
• Mustafa ÇOBAN
• Dilaver ERYİĞİT
18. Risk Management and Internal Audit Mechanism
The Board of Directors establishes a Risk Management and Internal Audit Mechanism. The efficiency of the system is observed by the works carried out by the Risk management and Internal Audit Coordination Unit and over the reports they have issued.
19. Powers and Responsibilities of the Members of the Board of Directors and of Executives
Powers and responsibilities of the Board of Directors are indicated in clauses 7 and 8 of the Articles of Association.
20. Financial Rights
Any rights, interests and fees to be granted to the Members of the Board of Directors are determined every year by the General Assembly. In this issue, also the shareholders are given the opportunity to share their opinion and suggestions on the fee policy applied for the Members of the Board of Directors and Top Executives. None of the Members of the Board of Directors have been granted credit by the Company, given a loan, or made use of credit through third parties or given a pledge or guaranty.
(*This report contains same content as the annual report disclosed in KAP on 12.04.2013. It does not contain changes realized within the term. The report covering term internal changes will be published in the annual report to be issued in KAP at the end of the period 2013.)