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Wage Policy

PURPOSE AND SCOPE 

The purpose of this Wage Policy is to set forth the principles with regard to wages of the members of the Board of Directors and the senior executives of the company within the framework of the Communiqué Serial: IV, No.56 of the Capital Markets Board (SPK) on Determination and Implementation of Corporate Governance Principles, which entered into force after being published in the Official Gazette numbered 28158 and dated 30.12.2011.   

PRINCIPLES ON WAGES

1. Whether or not a wage will be paid to the members of the Board of Directors and the senior executives of the company within the framework of Article 14 of the Articles of Association of the company is at the discretion of the General Assembly.  

2. The financial status of the company, whether profit and/or loss is made within the relevant financial year are taken into account in making a payment to the members of the Board of Directors and the senior executives of the company. 

3. Suggestions with regard to the amount of wages to be paid to the members of the Board of Directors and the senior executives of the company shall be determined by the compensation committee and submitted to the Board of Directors. And the Board of Directors shall submit the said suggestions to the shareholders at the general assembly meeting. Compensation Committee shall determine the said amounts in a manner to be directly proportional to the performance of the members of the Board of Directors and the senior executives of the company 

4. The criteria to be used in performance assessment of the company employees are as follows:

  • Contribution of the members of the Board of Directors and the senior executives to the operational and financial performance targets of the company determined and disclosed to the public. 
  • Their compliance with job definitions, workflows and other company procedures, 

The effectiveness of these criteria is assessed yearly and required changes are made. 

5. When determining the wages to be paid to the members of the Board of Directors and the senior executives of the company, internal balances, strategic goals and ethical values of the company are taken into consideration and it is ensured that the determined wages are in compliance with these criteria. These wages are not correlated with the short term performance of the company such as profit or revenues of the company. In case of dismissal of the board members of the senior not executives of the company or their voluntary resignation, contractual compensations not arising from legal regulations may not exceed the sum of fixed wages received within the previous two years. 

6. Compensation Committee assigned by the company’s Board of Directors monitors and audits the wages policies of the company. Compensation Committee evaluates the wage policy within the framework of the risk management, and presents the suggestions with regard to these as a report to the Board of Directors every year. 

7. In determining the wages of the independent members of the Board of Directors, share options and payment plans based on performance of the company may not be used. Wages of the independent members of the Board of Directors must be at a level to protect their independence. 

8. Corporate Governance Committee also audits effective implementation of the wages policies, control the compliance of policies with legal regulations and whether or not they contain any risk-increasing elements, and submit a report to the Board of Directors. 

9. Policies with regard to wages, the amendments to be made on these policies, the performance criteria taken as basis in determination of the variable wages and the other information deemed appropriate by the relevant committee are presented to the shareholders at the general assembly meetings. 

The criteria taken into consideration in payments made to the employees, the information on the form and average amounts of the payment are included in the annual reports of the company.