Executive Board and Manager Salary Policy

This policy document defines the waging system and applications for the board of directors’ members and upper management members within the scope of individuals with administrative responsibility under SPK regulations.

Applicable for all the members of the board of directors, a fixed wage is determined at the regular general board meeting each year.

For the board of directors’ members at executive duties, reimbursement is performed under the scope of the policy determined for the upper management as detailed below.

In the waging of the independent members of board of directors, the payment plans based on the performance of the company are not used.

The board of directors’ members are paid in pro-rata basis considering the term they are on their duties as of assignment and leaving dates. The expenses the members of the board of directors face due to their contributions to the company (transportation, telephone, insurance etc. expenses) can be met by the company.

Upper Management wages consist of two components as fixed and performance based.

Our waging policy is organized and applied in line with the main goals of wages and social benefits management, conformity to the market conditions, fairness, objectivity, recognition of high performance, competitiveness, rewarding and motivating criteria.

For Upper Management

Our company’s “Upper Management Wage Policy” is established considering the practices and developments by many firms in Turkey and around the world, formed as the result of scientific studies, researches and reviews.

In this regard, while the wage level is determined, the structure of the sector the company is active in and the competition conditions, the production and sales activities conducted, the extensity of the activity points, activities abroad, structure of the subsidiaries owned, the weight of these in the total, knowledge level required for the continuity of the activities, and the employer count scales are taken into account.

The upper management wages are graded considering the knowledge, skill, qualification, and experience levels required by the duty in the frame of the variety and volume of the activities of the Company,  the responsibility scope and problem solving scales. According to the determined grades, the monthly fixed wages of the upper management are determined while the in-company balances are tried to be protected and the “Upper Management Wages” studies where leading companies of Turkey are participating, are used. Thus, it is provided that a fair waging that is competitive in the market is performed.

The Corporate Management Committee also considers the long term goals of the Company besides the criteria given above in determination of the upper management waging principles and scales and formation of the wage recommendations. The wage recommendations established in this regard are submitted to the Board of Directors.

The wages of the upper management members are determined with a Board of Directors decree.

For the Board of Directors’ Members

When determining the Board of Directors’ member wage grades, besides the applications based on the corporate tradition, the responsibility the member of the board of directors undertake in the decision making process, the knowledge, skill, qualification, experience levels required, the time consumed are considered and also the comparisons are made with the wage levels of the board of directors’ members of similar companies in the sector.

In determination of the wage grades of the independent members of the board of directors, besides the scales indicated above, a care is given for the determined wage to allow the protection of the independence of the member and the share bond options or reimbursements based on Company performance in the frame of Corporate Management Principles are not used.

The Corporate Management Committee also considers the long term goals of the Company besides the criteria given above in determination of the board of directors’ members waging principles and scales and formation of the wage recommendations. The wage recommendations established in this regard are submitted to the Board of Directors.