Audit Committee

Objective

Auditing of the accounting system, financial data of the company and providing on-time preparation, disclosure of correct and reliable financial reports to public, public institutions and capital markets if necessary together with observation of the functioning and efficiency of the internal control system.

 Committee Structure and Membership

With the number of independent members being limited to the total number of the members of the Company Board of Directors, the Audit Committee is made up of the Board of Directors and 1(one) member of the Company Board of Directors.

The members of the Committee are elected by the Board of Directors following approval of the internal Regulation by the Board of Directors and starts to operate following the decision of the Board or Directors.

Duties, Authories and Liabilities of The Audit Committee

1. It gives advice pertaining to appointment of independent auditors and their financial interests, provides the guarantee for their independency and audits their actions.  
2. It establishes the rules pertaining to the services to be obtained from independent auditors outside of the audits the correctness of the practices. 
3. It supervises the auditing of the financial statements and consolidated financial statements of the company by the hand of the independent auditors.
4. It auditors the financial position, cash position and liabilities of the company on a regular basis.
5. It examines the accounting policies that are used for preparation of the financial statements, annual financial statements, consolidated annual, semi-annual and quarterly financial statements of the parent company so as to submit for the information of the Board of Directors.
6. It supervises the fulfillment of internal control and risk management procedures and its efficient implementation with the help of the internal audit department.
7. It supervises the financial data preparation procedures.
8. It audits the data to be diclosed to public. It audits the annual work schedules of internal and external auditors.
9. It obtains data from the audits that have been completed on a periodical basis and examines the annual internal control reports and other reports (independent auditors, annual reports etc.)
10. It reviews the selection of the appropriate accounting policies and methods. 
11. It examines the policies pertaining to the use of derivative instruments of the company.
12. It examines the significant actions that the company plans to actualize in case of a demand by the Board of Directors.
13. It examines the annual significant legal cases.
14. It audits observance to the ethical codes that the finance and accounting managers are obliged with.
15. It proposes development of a procedure to the Board of Directors for complaints and concerns of shareholders and others on matters of accountability, internal control or audit.
16. It audits the accounting record actions of the contingency reserves separated by the company.

Committee Meetings, Works and Reporting

The committee convenes at least four times in a year in order to examine the consolidated annual and quarterly financial statements. The audit committee may hold a meeting together with the Chairman of the Board of Directors, CEO and other senior managers if necessary in order to get help  with its duties. The committee holds meetings together with internal auditors, independent auditors/financial advisors without participation of the senior management and audits relevant works. If it is deemed significant for the committee's fulfillment of its duties, it may ask for sources from the Board of Directors for getting a consultancy servise externally. The Committee submits a written report to the members of the Board of Directors pertaining to its activities.