Information on the Board of Directors is provided in the Investor Relations section of Turkcell's website (www.turkcell.com.tr).
On our Ordinary General Assembly dated April 29, 2010, the following members were selected as Turkcell Board of Directors for a period of three years:
|Colin J. Williams||Chairman (Independent Member)|
|Nazli Karamehmet Williams||Member|
|Mehmet Bulent Ergin||Member|
All the members of the Board of Directors are non-executives. Colin J. Williams, as the independent member of the Board of Directors, fulfills the criteria of the CMB Corporate Governance Principles as well as the SEC's independence criteria.
The qualifications of the members of the Board of Directors are specified in the Corporate Governance Guidelines as adopted by the Company's Board of Directors. According to this, every year, the Corporate Governance Committee, together with the Board of Directors, within the current structure of the Board, reviews the skills and specialties required for its members. Each Board Member is required to devote time to Board activities, to enhance his/her knowledge of the global telecommunications industry and related industries and to annually attend at least 75% of scheduled Board meetings. Each Board Member is encouraged to limit the number of other public company boards on which he or she serves. This will ensure that such other directorships and commitments do not materially interfere with his or her service as an effective and active member of the Company's Board. In addition, the Corporate Governance Committee develops and supervises an orientation program for newly elected members of the Board of Directors.
The vision and strategic targets of Turkcell are on the Company's website (www.turkcell.com.tr) under "About Turkcell" and in the Annual Report.
Corporate Risk Management Department coordinates Risk Management, Internal Audit, Business Continuity Management, Information Security Management, and Internal Fraud Management processes. By developing and applying a risk management methodology, the Company strengthens its focus on corporate risk management practices.
Turkcell Corporate Risk Management Department, in compliance with the "principle of independence" and in line with CMB 's Communiqué Series: X No.19 directly reports to the Chief Executive Officer, the Chief Financial Officer, and the Audit Committee formed by independent members of the Board of Directors.
Internal Control / Internal Audit Activities: Turkcell management is responsible for ensuring the compliance with the provisions of Article 404 of the Sarbanes Oxley Act, as promulgated by the United States Securities and Exchange Commission (the "SEC"). Thus, management is responsible for establishing and maintaining effective internal control structure in Turkcell and for the consolidated group companies that are in audit scope.
Within this framework Turkcell Corporate Risk Management Department is responsible to provide support for the establishment of internal control system both in Turkcell and consolidated group companies in audit scope and to evaluate and report on the effectiveness of the internal control system for ensuring the compliance with the provisions of Article 404 of the Sarbanes Oxley Act. The deficiencies and corrective actions taken by process owners that are taken or planned to be taken are reported to Audit Committee and management on a regular basis.
Risk Management is responsible for the following tasks: defining the risks that affect Turkcell's performance towards its goals, coordinating risk analysis tasks, sharing results with Corporate Executive Team and the Risk Management Board, and reporting and following up on these results.
The motive behind determining risks is not to suspend business activities that create these risks but to decrease the likelihood of the risks occuring or to decrease their possible impacts. Here, the goal is to minimize unpleasent surprises, to enable Turkcell to run seamless operations, and to provide a reasonable level of assurance to the management for Turkcell to achieve its goals.
Every department in Turkcell defines the risks it faces on a regular basis and classifies them on the basis of priority. Also, the Company prepares detailed action plans for critical risks and applies these plans. These processes are coordinated by Risk Management and are reported on a regular basis.
With this mechanism, Turkcell Corporate Risk Management Department ensures the reliability and accuracy of the financial statements of Turkcell and its consolidated group companies that are in audit scope. In addition, it monitors that Company's operations are in compliance with relevant regulations and in order to increase the efficiency of the Company's operations reviews processes, determines current and potential risks and coordinates actions either to mitigate or prevent these risks.
Turkcell formulated its business continuity plans in 2000, involving its technical operations. In 2004, the scope of the business continuity plan has been broadened and positioned as business continuity management. The business continuity plan covers several subjects, including natural disasters, terrorist attacks, loss of critical staff or information, and its effects to our dealers and suppliers.
The Business Continuity Plan aims to mitigate risks against disasters by means of geographical dispersion. By courtesy of our geographically widespread technical infrastructure, our plans to manage a disaster from a remote center have been structured. We have the ability to keep additional capacity on main switchboards or support them with mobile switchboards.
Base station maintenance teams are positioned on a regional basis throughout the country. In case of emergency, teams have action plans to back up each other. In cases when a damaged base station cannot be operational within a certain time, a mobile base station is sent to maintain urgent coverage.
In addition, Regulations Strategy Department monitors regulatory developments in the market as well as the developments in the competitive environment to mitigate potential risks that may be faced in these areas.
The pertinent section of the Company's Articles of Association is as follows: "The Board is fully authorized to carry out the affairs of the Company and management of Company assets and the activities relating to the Company purpose and subject matter other than those that have to be solely carried out by the General Assembly".
In addition, within the context of enhancing the Company's corporate governance practices, the responsibilities and duties of the Board of Directors are examined in the Corporate Governance Guidelines adopted by the Board, and published on the Company's website (www.turkcell.com.tr) in the Investor Relations section under Corporate Governance.
The Board of Directors held 11 ordinary meetings in 2010. It also met off calendar. The primary activities of the Board of Directors are contained in the Corporate Governance Guidelines adopted by the Board of Directors. An outline of them is published under "Corporate Governance Principles" on the Company's website. In addition, a Corporate Governance Secretariat has been created to coordinate information flow between the members of the Board. No Board of Director member has weighted voting rights or the power of veto.
Permission contained in articles 334 and 335 of the Turkish Commercial Code pertaining to the prohibition on having dealings with the Company and on competing with it have been given to the Board of Director members at the Ordinary General Assembly dated April 29, 2010.
The Turkcell Common Values are defined as common concepts and values, which Turkcell employees are expected to observe in their work lives, to internalize and to integrate into their conduct. All Turkcell employees and management are responsible for compliance with these codes and regulations.
Each new Turkcell employee is introduced to these codes in the orientation program and signs a commitment letter stating his/her understanding that they will be considered an integral part of his/her employment contract. The signature date of the commitment letter is specified on the letter. Any subsequent revisions in the Turkcell Common Values and Code of Ethics are published in the Turkcell intranet. Employees are responsible for following these revisions.
All related adjustments are determined by the Ethics Committee, assigned by the Audit Committee operating within the Turkcell Board of Directors. The Ethics Committee revises, updates, and improves the Codes, checks them for inconsistencies and submits the final version to the Audit Committee. The defined adjustments enter into force after approval by the Audit Committee.
Each Turkcell employee is responsible for reporting, through existing reporting channels, all cases and rumors which may be contrary to the codes and regulations specified in the Manual for Turkcell Common Values and Code of Ethics or which may cause reasonable doubt or concern that such a contrariness may arise.
While investigating such complaints/reports, the Audit and Ethics Committees may receive guidance from managers, employees, or from external sources with expertise on the related issue, provided that the principle of confidentiality is observed. The Audit and Ethics Committees are free to include the management team, internal audit team, independent auditors, consultants, or experts into the investigation phase or analysis of the results, provided that new participants comply with the principle of confidentiality. After the investigation phase has been completed, the Audit and Ethics Committees independently work to make decisions and settle the issue. If the complaint/report investigated by the Ethics Committee is a not critical case, action may be taken upon a decision by the chairman of the Ethics Committee. For critical cases, the majority of the Ethics Committee must agree on the decision.
The committee imposes sanctions on the employee(s) involved in the case, taking into consideration the ramifications and consequences of the case.
Training programs and notifications are provided to employees through various channels during the year to increase their awareness and acknowledgement of the Common Values and Code of Ethics. Our Code of Ethics is outlined on the company's website, in the Investor Relations section under the Corporate Governance link. These codes of ethics are complementary to other related policies, codes of conducts, and guides that are published or will be published by the Company.
Within the Board of Directors, there is an Audit Committee and a Corporate Governance Committee. Each committee advises and makes recommendations to the Board of Directors. Each committee also has charters specifying working principles. Both the Audit Committee's and the Corporate Governance Committee's members consist of the non-executive members of the Board of Directors. Information about the committees formed on the Board of Directors is published on the Company's website (www.turkcell.com.tr) in the Investors Relations section under Corporate Governance.
At the Board of Directors meeting on May 27, 2010, within the context of Turkcell's Corporate Governance Principles and applicable regulations, it was decided that Mr. Colin J. Williams and Mr. Alexey Khudyakov will continue their Audit Committee memberships and that Mr. Colin J. Williams will continue as Chairman of the Audit Committee. At the same meeting, it was decided that Mr. Colin J Williams, Ms. Karin B. Eliasson, Mr. Mehmet Bulent Ergin and Mr. Oleg A. Malis are appointed as Corporate Governance Committee members of the Company and that Mr. Colin J. Williams will serve as Chairman of the Corporate Governance Committee.
Attendance fees are paid to the members of the Board of Directors. No loans have been granted to any Members of the Company's Board of Directors or managers nor have any other guaranties such as sureties been given.