Framework of Turkcell Corporate Governance
The Company has adopted the following guiding principles:
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:
- Building the vision of the Company, approving of local and international business strategies and determining short- and longterm goals;
- Approving the Company's annual budget and business plans and its revisions;
- Monitoring the strategic and financial performance of the Company and ensuring that corrective measures are carried out as necessary;
- Controlling important expenditures not included in the annual operating plan of the Company;
- Consistent with applicable regulations, overseeing the preparation of the annual report and finalizing this report for presentation at the General Assembly of shareholders;
- Consistent with applicable regulations, approving quarterly financial results, the audit report and amendments to the accounting policies previously adopted by the Company or any material change in the method or timing of reporting of the financial results.
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.
