Remuneration Policy for Board Members and Senior Executives

Remuneration Policy

This policy document defines the remuneration system and practices for our board members and senior executives who fall under the scope of administrative responsibility as per the CMB regulations.

A fixed fee is determined at the annual general assembly meeting for all board members.

Board members who are involved in the execution are paid under the policy set for senior executives, the details of which are explained below.

Performance-based payment plans cannot be used in the remuneration of independent board members.

Board members are paid pro-rata based on the duration of their service, considering their appointment and resignation dates. Expenses incurred by board members due to their contributions to the company (such as transportation, telephone, insurance, etc.) may be covered by the company.

The remuneration of senior executives consists of two components: fixed and performance-based.

Our remuneration policy for salary and social rights management is designed and implemented in line with the main objectives of being fair, objective, appreciative of high performance, competitive, rewarding, and motivating, and in accordance with market conditions.

For Senior Executives

Our company's "Senior Executive Remuneration Policy" has been created based on scientific studies, research, and examinations, taking into account practices that have been tried and developed by many companies worldwide and in Turkey.

Within this framework, while determining the salary level, criteria such as the structure and competition conditions of the sector in which the company operates, ongoing production and sales activities, the prevalence of operational points, international activities, the structure of owned subsidiaries, their weight within the total, the level of knowledge required for sustaining activities, and the number of employees are considered.

The salaries of senior executives are graded by considering the knowledge, skills, competencies, experience levels, scope of responsibilities, and problem-solving criteria required for the position, within the diversity and volume of the company’s activities. While determining the monthly fixed salaries of senior executives for the defined grades, internal balances of the company are maintained, and "Senior Executive Salary" research, which includes leading companies across Turkey, is utilized. Thus, fair and competitive remuneration is ensured both within the company and in the market.

The Corporate Governance Committee takes into account the long-term goals of the company as well as the criteria mentioned above while determining the remuneration principles and standards for senior executives and forming salary proposals. These salary proposals, created within this framework, are presented to the Board of Directors.

The salaries of senior executives are determined by the decision of the Board of Directors.

For Board Members

While determining the salary levels of board members, factors such as the responsibility taken by the board member in the decision-making process, the level of knowledge, skills, competencies, and experience required, and the time spent are considered, in addition to practices stemming from corporate traditions. Comparisons are also made with the salary levels of board members in similar companies in the sector.

While determining the salary levels of independent board members, in addition to the criteria mentioned above, care is taken to ensure that the determined salary is at a level that preserves the independence of the member. Stock options or performance-based payment plans related to the company’s performance are not used in accordance with Corporate Governance Principles.

The Corporate Governance Committee considers the long-term goals of the company, as well as the criteria mentioned above, while determining the remuneration principles and standards for board members and forming salary proposals. These salary proposals, created within this framework, are presented to the Board of Directors.