Audit Committee

Name Surname Title
Atty. Musa Yıldırım Chairman (Independent Board Member)
Mehmet Halit Selçuk Member (Independent Board Member)

 

DUTIES AND WORKING PRINCIPLES

Article 1: PURPOSE AND SCOPE

The purpose of this regulation is to define the duties and operating principles of the Audit Committee (“Committee”) established within the Board of Directors of İhlas Gazetecilik A.Ş. (“the Company”).

The Committee operates in accordance with the principles set forth in capital market legislation and this regulation to ensure the sound oversight of the Company’s financial and operational activities. Operating under the Board of Directors, the Committee’s purpose is to oversee the Company’s accounting system, the disclosure of financial information to the public, the functioning and effectiveness of independent audits, and to take all necessary measures to ensure that all internal, external, or independent audits are conducted adequately and transparently. 

Article 2: GROUNDS

The Committee was established in accordance with Article 25, titled “Audit Committees,” of the Capital Markets Board’s Communiqué No. 22, Series X, on “Independent Audit Standards in the Capital Market,” and the regulations, provisions, and principles contained in the Capital Markets Board’s Communiqué No. (II-17.1) on “Corporate Governance,” as well as other capital market legislation.

Article 3: STRUCTURE OF THE COMMITTEE

  1. Establishment

The Committee is established and authorized by the Company’s Board of Directors.

  1. Membership

The Committee consists of at least two members, all of whom are selected from among the independent members of the Board of Directors. The CEO, general manager, Board members who are not independent members, or other third parties cannot be members of the Committee. Changes to Capital Market legislation and regulations will be complied with.

  1. Committee Meetings

The Committee meets at the Company headquarters at least once every three months and submits the results of these meetings to the Board of Directors. The timing of Committee meetings will be as consistent as possible with the timing of Board of Directors meetings. The Committee may invite and obtain the opinions of any executive it deems necessary.

If deemed necessary, an independent auditing firm will participate in the Committee’s financial statement review meetings and provide information about its work. The Committee may utilize independent expert opinions on matters it deems necessary in relation to its activities. The cost of the consulting services required by the Committee will be covered by the Company, and any other resources and support that may be necessary for the Committee to perform its duties will be provided by the Board of Directors.

The committee submits its findings and recommendations regarding its area of ​​responsibility to the Board of Directors in a written report. The committee chairman informs the Board of Directors in writing of the summary of the committee meeting or ensures that it is informed.

  1. Duties and Responsibilities

The committee oversees the company’s accounting system, the public disclosure of financial information, independent audits, and the functioning and effectiveness of the internal control system. The selection of the independent audit firm, the preparation of audit contracts and the initiation of the independent audit process, and the work of the independent audit firm at every stage are carried out under the supervision of this committee.

It audits the compliance of the periodic financial statements and footnotes to be disclosed to the public with current legislation and international accounting standards, and reports them in writing to the Board of Directors, taking into account the opinion of the independent audit firm.

The audit committee oversees compliance with internal company regulations and policies that prevent conflicts of interest and misuse of trade secrets among Board Members, managers, and other employees.

The audit committee is responsible for investigating and resolving complaints received by the Company regarding company accounting, internal control systems, and independent audits, and for reviewing employee reports on these matters within the framework of confidentiality.

It provides a written opinion on whether the information contained in the activity report to be publicly disclosed is accurate and consistent with the information held by the Committee.

It reviews significant accounting and reporting issues and legal matters and investigates their impact on the financial statements.

If deemed necessary, it may include specific matters on the agenda of the Company’s General Assembly meeting through reporting to the Board of Directors; it also performs other oversight and monitoring activities requested by the Board of Directors.

The independent audit firm may, if deemed necessary, inform the audit committee of significant matters related to the Company’s accounting policies and practices, alternative practices and public disclosure options within the framework of international accounting standards previously communicated to the Company management, their potential consequences, and implementation recommendations, as well as correspondence related to the Company management.

The Board of Directors may order special audits if it deems necessary and report the audit results to the Board. It may appoint experts in relevant fields as consultants to assist it in such audits. 

  1. Secretariat Operations

The Shareholder Relations Unit is responsible for maintaining and archiving the minutes of the Audit Committee meetings and ensuring that committee members are effectively informed.

At the first Board of Directors meeting following each committee meeting, the Committee Chair provides the Board of Directors with a summary of the committee meeting and committee activities.

Article 4: DUTIES AND RESPONSIBILITIES

The duties and operating principles of this committee shall enter into force with the approval of the Board of Directors, subject to changes and updates arising from legislation.

Article 5: ENFORCEMENT

The duties and operating principles of the committee and any changes thereto shall enter into force with the decision of the Board of Directors.