purpose

The main objectives of the committee are listed below:

Corporate Governance:
To determine whether the corporate governance principles are applied in the company, if not, to determine the reasons and conflicts of interest that occur due to non-compliance with these principles, to carry out improvement studies, to offer suggestions to the Board of Directors and to oversee the work of the Shareholder Relations Unit,

Nomination:
To carry out studies on the identification, evaluation and training of suitable candidates for the Board of Directors of the company,

Fees and Benefits:
To supervise the rights and benefits policy of senior executives to be implemented by the company and the rights and interests of the members of the executive committee.

Committee Structure and Membership:

Since the total number of the Company's Board members and the number of independent members are limited, the Corporate Governance Committee consists of 2 (two) Board Members and 2 (two) Non-Board Members.

The members of the committees will be elected by the Board of Directors following the approval of the Internal Regulation by the Board of Directors and will start their activities following the decision of the Board of Directors.

Duties, Authorities and Responsibilities of the Corporate Governance Committee

Corporate governance:

Develops, adopts and implements Corporate Governance Principles within the company,
Makes the annual corporate governance evaluation of the Board of Directors and submits it to the approval of the Board of Directors,
Oversees the work of the shareholders relations unit,
Makes recommendations regarding the functioning, structure and effectiveness of the Board of Directors and its affiliated committees,
It periodically reviews the working principles of the committee and, if necessary, submits the change proposals to the Board of Directors for approval (the responsibility for the final decision always rests with the Board of Directors).
The Committee reviews the annual report to be disclosed to the public.
The Committee develops recommendations to ensure that public disclosures and analyst presentations are made in accordance with the company's "Disclosure Policy", primarily laws and regulations.
Nomination;
Carries out studies on establishing a transparent system in identifying, evaluating and training suitable candidates for the Board of Directors and determining policies and strategies in this regard, making recommendations regarding the members to be elected to the Board of Directors and the Committees of the Board of Directors,
Develops recommendations on the number of members of the Board of Directors and managers,
It creates a candidate pool for the members of the Board of Directors and takes into account the opinions and suggestions of the shareholders in this formation,
Periodically reviews and approves the company's appointment and promotion philosophy, principles and practices,
It determines and periodically reviews the nomination criteria, and recommends the determined candidates to the Board of Directors.
It prepares the list of the members of the Board of Directors who can be evaluated as “Independent Members of the Board of Directors” in the company every year for the Board of Directors.
Wages and Benefits;

Determines the proposals of the members of the Board of Directors and senior executives regarding the principles of remuneration, taking into account the long-term goals of the company,
Determines the criteria that can be used in remuneration in connection with the performance of the company and the member,
Considering the degree of achievement of the criteria, it submits its proposals to the Board of Directors regarding the remuneration to be given to the members of the Board of Directors and senior executives.
The committee periodically reviews the working principles and, if necessary, submits the change proposals to the Board of Directors for approval. The responsibility for the final decision always rests with the Board of Directors.

Committee Meetings, Work and Reporting

The Committee meets at least 3 times a year (every 4 months) to discuss Corporate Governance issues, and at least 2 (every 6 months) to discuss nomination and remuneration issues, and may invite the Chairman of the Board of Directors when it deems fit to present its recommendations. The Chairman of the Board of Directors cannot attend meetings where his rights and interests are discussed.

The Committee puts all its work in writing, keeps a record and presents its suggestions to the shareholders and the Board of Directors by making a report.