Working Principles of the Nomination & Governance Committee
The Nomination & Governance Committee should be appointed by the Board of Directors and should consist of not less than two non-executive board members.
The Board should also appoint the chairman of the Nomination & Governance Committee and should determine the period of duty of all the committee members.
Independent specialists or any other person may be invited to advise in the meetings of the Nomination & Governance Committee as deemed necessary by the Board of Directors.
Members are not assigned yet since this committee is to be established in the near future.
Meetings of the Nomination & Governance Committee should normally be held on quarterly basis, annually.
Nomination & Governance Committee is mainly responsible for investigating and advising executive appointments and their compensation to the Board of Directors. It also resolves any conflict and dispute between executives.
• Recommends all new executive or non-executive director appointments to the Board and Board Committees
• Prepares job descriptions of the directors and sets out the necessary criteria for their appointment
• Develops and suggests the company’s corporate governance procedures
• Ensures the independency and efficiency of the Board of Directors
• Oversees and advise with regard to the activities of the Board of Directors and Board Committees
• Fulfills annual performance appraisals of the Chairperson, Chief Executive Officer, the other Board Members and Top Executives.
• Investigates and evaluates any conflict of interests among executives and make recommendations for settlement.
• Reviews and finalizes any matter subject to the Ethical Program.
• Develops strategies for corporate sustainability
• Reviews and advises on the development plans of the executive directors.
• İssues reports with regard to the Committee’s activities.
The Nomination & Governance Committee reports to the Board of Directors.