The principles of remuneration for Board Members and Senior Executives were submitted for the approval of the shareholders at the General Assembly held on May 30, 2012.

 

COMPENSATION PRINCIPLES FOR BOARD MEMBERS AND SENIOR EXECUTIVES

1. PURPOSE AND SCOPE

The board of directors is responsible for achieving the company’s defined and publicly disclosed operational and financial performance targets. In cases where these targets are not met, a compensation policy is established to allow for self-criticism and performance evaluation of the board as a whole and on an individual member basis. The aim of the compensation policy is to reinforce the desire of Board Members and senior executives to maintain high performance.

 

2. PRINCIPLES

The compensation principles for board members and senior executives should be in writing and presented as a separate item at the general assembly meeting, allowing shareholders to express their opinions on the matter.

The prepared compensation policy should be published on the company’s website.

Stock options or performance-based payment plans are not used in the compensation of independent board members. Care is taken to ensure that the compensation of independent board members is at a level that protects their independence.

3. PERFORMANCE AND COMPENSATION

3.1. Fixed Salary Payments

Fixed salaries are determined according to the scope of duties and responsibilities; this salary is calculated taking into account the requirements and experience for each position.

3.2. Compensation Criteria

The salaries to be paid to Board members, Senior Management, and other personnel are not solely linked to the Company’s short-term performance, such as profit or revenue. Members of committees composed of Board members may be compensated taking into account the responsibilities they undertake. Care is taken to ensure that these salaries are consistent with the Company’s ethical values, internal balance, and strategic goals. The salaries of Board members are approved by the General Assembly.

While it is possible to make performance-based payments to Board members and Senior Management, these payments are subject to objective conditions that positively impact the Company’s corporate values.

Performance-based payment amounts are not guaranteed in advance. Performance-based payments may be made in installments, taking into account the maturity of the risks undertaken.

In performance-based payments, employees’ performance in the previous period is evaluated. The ultimate authority and responsibility for ensuring the effective implementation of the Compensation Policy and its applications rests with the Board of Directors. The company’s senior management is responsible to the Board of Directors for the effective execution and management of the company’s compensation practices in accordance with relevant legislation and this policy. Compliance with the regulations required by legislation is essential under this Policy.

4. POLICY AMENDMENTS

The Compensation Policy is reviewed and updated at least once a year by the Board of Directors to support the company’s goals and strategies, and to increase motivation and commitment as deemed necessary in response to changes in the company’s business processes and increasing risks in the sector. This update is presented to the shareholders at the General Assembly and also published on the company’s website.