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Since the Board of Directors is responsible for ensuring that the Company reaches its operational and financial performance targets that are determined and announced to the public, it is required to review and evaluate performance and reward or acquit on both board and member basis.

Duties and Responsibilities:

If a Remuneration Committee cannot be formed under the Board of Directors, the Corporate Governance Committee assumes the duties of the Remuneration Committee. The issues relating to scope of duties, work principles and members who will form the Committee shall be determined by the Board of Directors.

Determining the remuneration of the members of the Board of Directors and senior managers, by taking into account opinions of the aforementioned people and the long-term targets of the company,

Determining the criteria that can be used in remuneration, to be correlated with the performance of the Company and the member,

Presenting its recommendations on remuneration of the members of the Board of Directors and senior management based on the rate of attainment of criteria to the attention of the Board of Directors


Fixed salaries of Senior Officers are determined by taking into consideration the macroeconomic data in the market, wage policies applied in the market, size of the company and its long-term targets, as well as the positions occupied, in compliance with international standards and legal obligations. Bonus payments to Senior Officers are calculated by taking into account the bonus base, company performance and personal performance. Information on criteria are summarized below.

Bonus Base: Bonus Base varies depending on the level of positions of officers and are updated at the beginning of each year. When the bonus base is updated, the senior management bonus policies applicable in the market are taken into consideration.

Company Performance: Company performance is calculated by measuring the financial and operational targets (market share, exports, overseas operations, efficiency etc.) that are determined at the beginning of each year at closing of that year. While setting company targets, sustainability of success, improvement compared to the previous year, among others are principles that are taken into consideration.

Personal Performance: In determination of personal performance, targets relating to the employee, customers, processes, technology and long-term strategy along with company targets are taken into consideration. In measuring personal performance, long-term sustainable improvement principle even in areas that are not financial is taken into consideration, along with company performance.


A fixed fee is determined by the ordinary general assembly each year payable to all members of the Board of Directors.

Executive members of the Board of Directors are paid an additional sum within the scope of senior officer remuneration policy.

Members of the board, who will undertake duties in committees to be established by the Board of Directors may be paid a bonus determined by the Board of Directors within the framework of the opinion of the Corporate Governance Committee by taking their participation, attendance to meetings and functions as basis at year-end.

Stock options or payment plans based on company performance cannot be used in remuneration of members of the Board of Directors. It is essential that the fees paid to independent members of the Board of Directors are at a level enabling them to keep their independence.

Members of the Board of Directors are paid on pro rata basis, for the period they remain in duty, by taking into consideration their appointment and resignation dates. The expenses borne by the members of the Board of Directors for their contribution to the company (transportation, telephone, insurance, etc) may be reimbursed by the company.

Excluding the payments effected to executive members as senior officers, the total payment to be effected to all members of the Board of Directors for their duties in the Board of Directors and the committees cannot exceed 3% of the net period profit of the Company. In years the company cannot acquire profits, only the fixed fees are paid.

Total amounts determined on this basis and paid to members of the Board of Directors within the year are submitted to the approval of the shareholders in the General Assembly meeting.

Fees paid and other benefits provided to members of the Board of Directors and senior officers are disclosed to the public through an annual report. It is essential to make a disclosure on individual basis. In the event a disclosure is not made on individual basis, it is at least made on board of directors and senior officers basis.
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