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Riskin Erken Saptanması Komitesi Çalışma Esasları

VBT YAZILIM JOINT STOCK COMPANY ("COMPANY")
EARLY DETECTION OF RISK 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 Early Detection of Risk Committee ("Committee") by its resolution No. 2021/18 dated 07.04.2021.

The purpose of the Committee is the early detection of risks that may jeopardize the Company's existence, development, and continuity, taking necessary measures regarding identified risks, and managing the risk.

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).

3. Duties and Responsibilities of the Committee

The duties and responsibilities of the Committee are as follows:

  • Conducting studies to detect early risks that may jeopardize the Company's existence, development, and continuity, taking necessary measures regarding identified risks, and managing the risk;
  • Reviewing risk management systems at least once a year.

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.