Formation and Selection of the Board of Directors
The business of the Company shall be managed by a Board of Directors consisting of members selected by the General Assembly in the number and manner stipulated in the Company articles of association.
One member of the Board of Directors shall be selected from among the candidates of Group B shareholders and the rest shall be selected from among the candidates of Group A shareholders.
The Capital Markets Board Communiqué on Principles Regarding Real Estate Investment Trusts, the Turkish Commercial Code and other relevant capital market legislation on qualifications sought in members shall be complied with when forming the Company Board of Directors.
Majority of the members of the Board of Directors should be Turkish citizens.
The Term of Duty of Members of the Board of Directors
The term of duty and principles regarding re-election of the Members of the Board of Directors are furnished in the Company articles of association.
If a membership becomes vacant for any reason whatsoever, the Board of Directors elects a new member in compliance with the Turkish Commercial Code and capital market legislation to serve until the first general assembly meeting and submits this issue to the approval of the next general assembly. The vacancy is thus filled by the member elected. The members of the Board of Directors may be dismissed at any time by the General Assembly.
Any Member of the Board of Directors, who plans to resign, shall notify the Board of Directors of his planned resignation giving a reasonable notice period, considering his previously assigned duties and responsibilities, in a manner preventing any delay or hindrance to important business of the Company.
Meeting and Agenda of the Board of Directors
The Board of Directors shall convene at any time deemed necessary for the business of the Company, upon invitation of the Chairman or the deputy chairman of the Board of Directors. Any member of the Board of Directors may ask the chairman of the board of directors to invite the board to convene.
The agenda of the meeting is determined by the Chairman of the Board of Directors. However, the agenda may also be determined through a Board of Directors decision.
The place of the meeting shall be the Company Headquarters. However, the Board of Directors may convene at any other place under the terms and conditions determined in the Company Articles of Association, upon decision of the Board of Directors.
The provisions of Company Articles of Association and relevant legislation shall be applicable in meeting and decision quorums for the Board of Directors.
Representation, Management and Binding of the Company
The Company is managed and represented by the Board of Directors. The Board of Directors executes the duties assigned to it by the Turkish Commercial Code, Capital Markets Legislation, other relevant legislation and the decisions of the General Assembly.
Any document to be given by the Company and bind the Company shall be valid only if the principles of the articles of association are complied with.
Formation and Duties of the Committees
The Board of Directors sets up committees that it deems necessary or appropriate to ensure that it can fulfill its duties and responsibilities in a healthy manner,
The Corporate Governance Principles of the Capital Markets Board are complied with in forming the committees.
The issues relating to scope of duties, work principles and members who will form the Committees shall be determined by the Board of Directors and publicly announced.
