Responsibilities of the Turkcell Board of Directors
The business affairs of our Company are managed under the direction of the Board, which represents and is accountable to our shareholders. The responsibilities and authority of the Board consist of, but are not restricted to, the following:
Structure of the Board of Directors
The Board of Directors consists of at least seven members chosen for a maximum three-year term. As per Turkcell's Corporate Governance Guidelines, the Board, taking into consideration the suggestions of the Corporate Governance Committee, is to review its own size and determine the most effective number for future activities. Together, the Corporate Governance Committee and the Board of Directors are, within the scope of the current structure of the Board of Directors, to reassess the skills and qualification needed for Board membership. Each Board Member should have time to devote to the activities of the Board, enhance their knowledge about the global telecommunications industry and related industries, and attend annually at least 75% of Board meetings. Each Board Member is encouraged to limit the number of other public company boards on which he or she serves and to be mindful of his or her other existing and planned future commitments, so 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 is to develop and supervise an orientation program for new elected Board Members.
On our Ordinary General Assembly dated April 29, 2010, Colin J. Williams, Nazli Karamehmet Williams, Mehmet Bülent Ergin, Karin Eliasson, Tero Kivisaari, Oleg Malis, Alexey Khudyakov were selected as Turkcell Board of Directors for a period of three years.
Operations of the Board of Directors
As per Turkcell's Corporate Governance Guidelines, the Board of Directors should generally have at least 11 regular meetings per year at appropriate intervals to carry out their responsibilities. Additional meetings may always be convened, upon reasonable notice, to address specific needs of the Company. The first Board meeting of the year should convene within one month of the Annual General Assembly.
The Chief Executive Officer should take the utmost care to ensure an equal flow of information to all Board members prior to Board of Directors meetings. It is the Chief Executive Officer's responsibility to establish a system through which the Board of Directors access to the work of the management and other employees of the company in order to provide an effective flow of information to the Board of Directors and to ensure a reasonable access to the management.