Help Center Globe TR
Home Kurumsal Yönetim Komitesi Çalışma Esasları

Kurumsal Yönetim Komitesi Çalışma Esasları

VBT YAZILIM JOINT STOCK COMPANY ("COMPANY")
CORPORATE GOVERNANCE COMMITTEE WORKING PRINCIPLES

1. Purpose

The Company, in accordance with the Capital Markets Law No. 6362 ("CML"), Turkish Commercial Code No. 6102 ("TCC"), the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board ("CMB"), and the Corporate Governance Principles regulated in the current Corporate Governance Communiqué, as amended from time to time, established the Corporate Governance Committee ("Committee") by its resolution No. 2021/18 dated 07.04.2021.

The main purpose of the Committee is to determine whether corporate governance principles are being applied at the Company, if not, the reasons thereof, and to identify any conflicts of interest arising from non-compliance with these principles, and to provide recommendations to the board of directors to improve corporate governance practices and oversee the activities of the investor relations department.

As allowed by the Corporate Governance Principles, due to the board of directors' structure, a separate nomination committee and remuneration committee have not been established, so the Committee also fulfills the duties of the nomination committee and the remuneration committee as specified in the Corporate Governance Principles.

2. Structure of the Committee

The Committee must consist of at least two members. If there are two members, both must be non-executive board members; if there are more than two members, the majority must be non-executive board members. The chairman of the Committee is elected from among the independent board members. Experts who are not board members may become members of the Committee.

The CEO/general manager cannot serve on the Committee.

Efforts are made to ensure that a board member does not serve on more than one committee.

The members of the Committee are determined by the board of directors and announced on the Public Disclosure Platform (KAP).

The appointment of the head of the investor relations department as a member of the Committee is mandatory.

3. Duties and Responsibilities of the Committee

The Committee's duties and responsibilities regarding corporate governance are as follows:

  • Determining whether corporate governance principles are being applied at the Company, if not, the reasons thereof, identifying any conflicts of interest arising from non-compliance with these principles, and providing recommendations to the board of directors to improve corporate governance practices;
  • Overseeing the activities of the investor relations department;
  • Until a separate Nomination Committee is established within our Company, acting as the nomination committee; (a) establishing a transparent system for identifying, evaluating, and training suitable candidates for the board of directors and managerial positions with administrative responsibilities, and determining policies and strategies in this regard; and (b) regularly evaluating the structure and efficiency of the board of directors and submitting recommendations to the board of directors regarding possible changes;
  • Until a separate Remuneration Committee is established within our Company, acting as the remuneration committee; (a) determining the principles, criteria, and practices to be used in the remuneration of board members and executives with administrative responsibilities, considering the Company's long-term goals, and overseeing their implementation; and (b) submitting proposals to the board of directors regarding the remuneration to be given to board members and executives with administrative responsibilities, considering the degree of achievement of the criteria used in remuneration.

4. Committee's Work and Meetings

The Committee meets as often as necessary, documents all its work in writing, and keeps records. The Committee submits reports containing information on its activities and meeting results to the board of directors.

The Committee may invite any person it deems necessary to its meetings and obtain their opinions.

The Committee may obtain independent expert opinions on matters it deems necessary related to its activities. The cost of the consulting services required by the Committee is covered by the Company. However, in this case, information about the person/organization from which the service is received and whether this person/organization has any relationship with the Company is included in the annual report.

5. Amendments to the Committee's Working Principles

Proposals for amendments to these working principles are submitted by the Committee to the Board of Directors. The prepared proposals are included in the agenda of the first board meeting.

6. Enforcement

These working principles and their amendments and updates enter into force by the decision of the Board of Directors.