Corporate Governance Guidelines

The CMB published the Corporate Governance Communiqué (II-17.1) in January 2014 which, upon its entry into force, superseded any previous legislation relating to corporate governance. The Corporate Governance Communiqué contains principles relating to (i) the listed company’s shareholders, (ii) public disclosure and transparency, (iii) the stakeholders of the listed company, (iv) the board of directors of the listed company and (v) related party transactions. A number of the Corporate Governance Principles are mandatory, and the remainder apply on a “comply or explain” basis. The Corporate Governance Communiqué introduced specific corporate approval requirements for all related party transactions, transactions creating any guarantee, pledge or mortgage in favor of third parties, transactions that may result in a conflict of interest with the company or its subsidiaries and certain other transactions deemed material by the Corporate Governance Communiqué. The Corporate Governance Communiqué imposes certain requirements to be observed by companies in relation to such transactions depending on the magnitude and the scope of the transaction, such as preparation of a valuation report and/or approval by the majority of independent members of the board of directors. As of the date, the Company complies with the Turkish rules and regulations relating to corporate governance.

A company offering its shares to the public or being listed on BİST for the first time falls within Tier 3.