Corporate Governance Committee

Name Surname Title
Mehmet İyioldu Chairman (Independent Board Member)
Hamit Arvas Member
Ümit Fırat Member

 

DUTIES AND OPERATING PRINCIPLES OF CORPORATE GOVERNANCE COMMITTEE

Article 1: PURPOSE AND SCOPE

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

The Committee will support and assist the Board of Directors by working on the Company’s compliance with the Corporate Governance Principles regulated by the Capital Markets Board’s Communiqué No. II-17.1 on Corporate Governance, investigating the reasons for non-application of these principles in the Company and taking corrective measures; and on investor relations and public disclosure issues. The Committee will review, evaluate, and make recommendations on the systems and processes established or to be established by the Company in order to implement methods and practices that improve the Company’s performance. Additionally, the duties of the “Nomination Committee” and “Remuneration Committee” foreseen in the Corporate Governance Principles will also be performed by the Corporate Governance Committee.

Article 2: GROUNDS

The Committee is established within the framework of the regulations, provisions, and principles set forth in the Capital Market Legislation and the Capital Market Board’s Communiqué No. II-17.1 on “Corporate Governance”.

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 selected by the Board of Directors in accordance with the Company’s articles of association. If the Committee consists of two members, both are selected from among the non-executive members of the Board of Directors; if it consists of more members, the majority are selected from among the non-executive members of the Board of Directors. In all cases, the Committee Chairman is selected from among the Independent Board Members. The CEO or General Manager cannot serve on the Committee. Changes to the Capital Market Legislation and related communiqués shall be complied with.

  1. Committee Meetings

The Committee meets at the Company headquarters when business requires it and submits the results of these meetings to the Board of Directors. The timing of Committee meetings is, as far as possible, aligned with the timing of Board of Directors’ meetings. The Committee may invite and obtain the opinions of any executive it deems necessary.

All work carried out by the Committee and the decisions taken at Committee meetings are documented in writing, signed by the Committee members, and a record of said work and decisions is kept. The Committee submits its findings, recommendations, and meeting results related to its area of ​​responsibility to the Board of Directors in a written report.

Article 4: DUTIES AND RESPONSIBILITIES

The Committee is responsible for monitoring the Company’s compliance with the Corporate Governance Principles, particularly investigating the extent to which these principles are implemented within the Company, identifying the reasons for non-implementation, and determining the negative consequences and conflicts of interest arising from incomplete implementation, and making recommendations to the Board of Directors for improvement.

Furthermore, it will support the Board of Directors by conducting studies on compensation, rewards and performance evaluation, career planning, investor relations, and public disclosure.

  1. Compliance with Corporate Governance Principles

The Committee makes recommendations to the Board of Directors regarding the healthy functioning of the infrastructure for management practices aimed at improving Company performance, its understanding and acceptance by employees, and its support by management.

The Committee identifies whether the Corporate Governance Principles are being implemented, and if not, the reasons, and determines the conflicts of interest arising from incomplete compliance with these principles, and makes recommendations to the Board of Directors for improvement.

  1. Public Disclosures

The Committee reviews the Activity Report to be disclosed to the public and verifies that the information contained therein is accurate and consistent with the information available to the Committee.

The Committee develops recommendations to ensure that public disclosures comply with the Company’s “Information Policy,” particularly in accordance with laws and regulations.

  1. Nominations

The Committee will also function as the Nomination Committee. In this context, the Committee works on establishing a transparent system for identifying, evaluating, and training suitable candidates for the Board of Directors and senior management, and developing policies and strategies in this regard. It conducts regular evaluations of the structure and efficiency of the Board of Directors and submits recommendations to the Board of Directors regarding possible changes.

The Committee works on determining approaches, principles, and practices regarding performance evaluation and career planning for Board members and senior executives.

  1. Investor Relations

The “Investor Relations Department” (“Department”) oversees the work of the Department, acts in cooperation with the Board of Directors and the Department in maintaining effective communication between the Company and shareholders, and in resolving and settling any disputes that may arise.

The name, surname, and contact information of the Department’s director, as well as any changes to this information, are reported to the stock exchange for publication in the stock exchange bulletin, in accordance with the Capital Market Board’s regulations on the public disclosure of special circumstances.

The Department shall:

  1. Respond to information requests from shareholders and investors, within the framework of legislation, articles of association, corporate governance principles, and information policy, excluding information that is not publicly disclosed, confidential, or of a trade secret nature;
  2. Organize and participate in periodic investor information meetings domestically and internationally, within the framework of legislation, articles of association, corporate governance principles, and information policy;
  3. Conduct necessary work to make the company’s website an active communication platform for domestic and foreign investors;
  4. Oversee and monitor the public disclosure process in accordance with legislation;
  5. Ensure that shareholder records are kept in a sound, secure, and up-to-date manner;
  6. Ensure that activity reports are prepared in accordance with legislation and Corporate Governance Principles;
  7. Monitor that General Assembly meetings are conducted in accordance with current legislation, articles of association, and other internal company regulations;
  8. Prepare documents to be presented to shareholders at General Assembly meetings and keep a record of the voting results, ensuring that reports on the results are delivered to shareholders;
  9. Carries out the necessary work to ensure that meeting minutes are kept in accordance with proper procedures.
  10. Determination of Remuneration Policy

The Committee will also function as the Remuneration Committee, as stipulated by the Corporate Governance Principles. In this context, the Committee determines its recommendations regarding the remuneration principles of the Board Members and senior executives, taking into account the company’s long-term goals.

It determines the criteria that can be used in remuneration in relation to the performance of the company and the member.

It submits its recommendations regarding the remuneration to be given to the Board Members and senior executives to the Board of Directors, taking into account the degree to which the criteria are achieved.

  1. Secretariat Operations

The Investor Relations Department is responsible for keeping and archiving the minutes of the Corporate Governance Committee meetings and ensuring that the 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 5: ENFORCEMENT

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 6: OPERATION

The duties and operating principles of this committee shall be implemented by the Board of Directors.