Corporate Management Committee
Corporate Management Working Principles have been regulated as follows through the date and number of the Board of Directors.
1. PURPOSE
The purposes of the Corporate Management Committee established through the resolution of the Board of Directors with a date and number within Emay İnşaat Taahhüt San. Tic. A.Ş. Board of Directors are to:
Enable harmony of the Company with the Corporate Management Principles;
Create a transparent system on the issues of detecting, evaluating, training and awarding the suitable applicants to work in the company and to work on issues of determining policies and strategies on this regard,
Support and help the Board of Directors as working on public disclosure,
Make suggestions to the Board of Directors on issues of realizing the management practices to increase the company’s performance; revising and evaluate the systems and processes that the Company has formed or will form.
3. AUTHORITY and SCOPE
Corporate Management Committee, elected and authorized by the Board of Directors, has been given authority on issues inviting the people and organizations’ representatives who are related with the Company, internal and external auditors (Auditors) and expert people including the Company workers or affiliates to meetings and receiving information and having legal and professional consultancy when required.
The Committee acts within its own authority and responsibility and makes suggestions to the Board of Directors, yet final resolution responsibility always belongs to the Board of Directors.
4. STRUCTURE OF THE COMMITTEE
The committee is formed in accordance with the articles of association of the Company.
The Chairman of the Committee is elected among the independent members of the Board of Directors.
The Committee is composed of minimum two members who are elected among its own members by the Board of Directors, and when required, elected among expert third persons who are not members of the Board of Directors. Within the opportunities, the members of the Committee are elected among those who are not assigned in management.
i) Expert people in accounting, finance, audit, law, management etc. fields can be assigned in the Committee.
ii) Opinions can be received from independent experts and the expert people can be included in the committee as the wages are paid by the Company during operation of the activities of Corporate Management Committee.
iii) Those who have been the consultant of the Company in the past cannot be elected as a member to the Corporate Management Committee.
iv) General Director of the Company shall not take place in the Corporate Management Committee.
5. MEETING AND REPORTING
The committee is gathered in Company’s headquarter three times a year principally and without waiting any time when required, and upon an invitation by the Committee Chairman through secretariat, all of the members gather in the Company’s headquarter, and resolution is made unanimously. As to be announced to the members of the Committee in advance, the Committee Chairman can make change in meeting date, hour and place.
Resolutions made in the meeting are put in writing, signed by the Committee members and preserved.
The Committee presents to the Board of Directors the reached detections and suggestions regarding its own duty and responsibility field through a report.
Secretariat works in order to take and archive the meeting minutes, to inform efficiently the committee members.
6. DUTIES AND RESPONSIBILITIES
a. Compliance with the Corporate Management Principles
The Committee enables the importance and benefits of the Corporate Management Principles to be formed and adopted within the company. It evaluates whether an efficient and effective “corporate management culture” is placed in the company or not.
It works in coordination with the Corporate Management and the Internal Systems Coordination.
It is liable for formation and operation of the Company Information Policy.
It makes the annual corporate management evaluation of the Board of Directors and presents it to the approval of the Board of Directors.
The Committee makes suggestions to the Board of Directors on processing the substructure for management practices aiming at increasing the Company’s performance, understanding, adopting by the employees and supporting by the Board of Directors.
It evaluates whether the Corporate Management Principles are applied or not; if not, what the reason is; and the conflict of interest incurred due to not completely complying with those principles and makes observations. It makes reformative suggestions for the practices to the Board of Directors.
The Committee performs other activities to be evaluated within the scope of corporate management demanded by the Board of Directors.
b. Executive Control
The Committee receives the opinions of the management and of the related parties about the plans on detecting the areas to cause executive risks and on removing the deficiencies.
The Committee investigates the important complaints transferred to the partnership about the management, enables them to be concluded and the statements of the employees on those issues to be transferred to the management within privacy principle.
c. Statements to be Made to the Public
It cares the issues about the public disclosure.
The committee revises the web page and the activity report to be disclosed to the public and revises whether those information are true and coherent.
d. Compliance with the Internal Regulations
The Committee enables the internal regulations to be in writing and to be reached to all employees.
It forms the Company’s codes of conduct.
The Committee evaluates whether internal regulations and acceptable behaviour patterns (Codes of Conduct) are transferred to the employees through a suitable communication method by the Company Management.
The Committee evaluates the works made by the Company Management on following the compliance with the internal regulations.
The Committee observes the conflict of interest to be incurred among the members of the Board of Directors, directors, and other employees and the compliance of the information in nature of trade secret to the internal regulations preventing them to be misused.
e. Reporting Responsibility
The Committee enables the Board of Directors to be informed on issues entering in the authority and responsibility fields.
The Committee puts all the works done in writing and saves them.
The Committee reports the works and suggestions and presents them to the Board of Directors.
f. Other Responsibilities
The Committee follows the development in literature about the corporate management and searches their effects on the Company management.
The Committee performs other activities to be evaluated within the scope of corporate management demanded by the Board of Directors.
The Committee can launch special investigations when it sees necessary and can assign expert people in order to help on those investigations.
The Committee regularly investigates its own performance.
7. ENFORCEMENT
Committee’s duties and working principles and changes on them are entered into force through the resolution of the Board of Directors.
Audit Committee
1. INTRODUCTION AND PURPOSE
A Committee responsible for Audit has been established in order to work to perform healthily the financial and operational duties and responsibilities of the Board of Directors through the resolution of the Board of Directors with a date and number within Emay İnşaat Taahhüt San. Tic. A.Ş. Board of Directors.
The Committee works depending on the Board of Directors in order to audit accounting system, financial information of the Company and observe the public disclosure and control system operation and efficiency.
2. AUTHORITY, SCOPE AND RESPONSIBILITY
Committee responsible for the audit observes any kind of audit to be done in sufficient and transparent way.
The committee responsible for the audit audits the compliance of the periodical financial tables and footnotes to the existing legislation and international accounting standards and receives the opinion of the independent audit organization and announces them to the Board of Directors.
It informs the changes in accounting policies, control system and in the legislation, which will considerably affect the preparation of the financial tables of the company to the Board of Directors.
The Committee revises the operations that have been left for evaluation and resolution of the Company management for evaluation of the assets and resources, warranty and caution, performance of the social responsibilities, saving on the accounting records the lawsuit responses, other responsibilities and cases based on conditions.
The committee responsible for the audit observes the operation and efficiency of the accounting system of the Company, disclosure of the financial information to the public, and the audit.
Independent audit organization investigates the independency and competence of its workers and reports it to the Board of Directors.
It observes the selection of independent audit organization, start-up the independent audit period by preparing the audit contracts and the works of independent audit organization at each level.
It performs the investigation and conclusion of the complaints transferred to the partnership regarding the company account and audit, and the investigation of the related statements within the framework of privacy policy.
Committees act within their own authority and responsibilities and make suggestions to the Board of Directors, yet final resolution is made by the Board of Directors.
3. FORMATION OF THE COMMITTEE
The Committee is composed of minimum two members. When required, those who are not members of the Board of Directors can be assigned in the Committee.
4. MEETINGS
The committee responsible for the audit gathers three times a month and presents the results of the meeting to the Board of Directors.
When required, independent audit organization participates in the evaluation meetings for the financial tables made by the committee responsible for the audit and gives information about the works.
The committee responsible for the audit, when sees necessary, gathers with the independent auditors separately from the management units and discusses the internal control, financial tables and the agenda articles that are required to be met specially.
Timing of the committee meetings will be in harmony with the timing of the meetings of the Board of Directors as far as possible.
The Committee informs the Board of Directors on issues entering in its authority and responsibility. Resolutions made in the committee meetings are put in writing and preserved.
Secretariat operations of the committee are performed by the secretariat of the Board of the Directors.
5. COMPLIANCE WITH THE LAWS AND LEGISLATION
It observes whether the company activities are regulated in accordance with the legislation and with the intercompany regulations. In case of non-compliance of the company activities with the legislation and with the intercompany regulations, it determines the rules to be applied.
6. ENFORCEMENT
Working principles of the committee responsible for the audit has been entered into force with the resolution of the Board of Directors with a date and number.
· Committee for Early Detection of the Risk
1. PURPOSE
Purpose of the committee which works depending on the Board of Directors is to make suggestions and advices to the Board of Directors on issues of detecting, determining the strategic, financial, operational, etc. risks and opportunities that can affect the activities of the Company and accounting and prioritizing their affects and possibilities, following, and revising them; directing, reporting and caring those risks to be exposed and the opportunities to be benefitted in parallel with the risk profile and appetite of the Company in decision mechanism.
2. AUTHORITY and SCOPE
Committee for Early Detection of the Risk has been formed in order to work on:
Forming active internal systems with the purpose of defining, evaluating, following and managing the risk elements and opportunities that can affect reaching to the Company targets within the Corporate Risk Management,
Integrating risk management and internal control systems to the Company’s corporate structure and following its efficiency,
Measuring, reporting and using in the decision mechanisms the risk elements and opportunities observing suitable controls by the Company’s risk management and internal control systems,
The Committee acts within its own authority and responsibility and makes suggestions to the Board of Directors, yet final resolution responsibility always belongs to the Board of Directors.
3. STRUCTURE OF THE COMMITTEE
The chairman of the committee is selected among the members of the independent management organization.
Expert people in accounting, finance, audit, law, management etc. fields can be assigned in the Committee.
The Committee is composed of minimum two members who are elected among its own members by the Board of Directors, and when required, elected among expert third persons who are not members of the Board of Directors. When required, those who are not members of the Board of Directors can be assigned in the Committee.
4. MEETING AND REPORTING
Committee for Early Detection of the Risk gathers minimum three times a year and with the participation of minimum two members, and resolution is made unanimously by the participants. Resolutions made in the meetings are put in writing, signed by the Committee members and archived.
The Committee presents the made resolutions to the Board of Directors.
It revises the risk management systems at least once a year.
The Committee informs the Board of Directors on issues entering in its authority and responsibility.
5. DUTIES AND RESPONSIBILITIES
Doing works for early detection of the risks to endanger the presence, development and sustainability of the company, application of the precautions for the detected risks, and management of the risk,
Enabling the opportunities to increase the efficiency of the Company’s profitability and operations to be determined; the required works for the detected opportunities to be done, and reporting them on time to the Board of Directors.
Determining the risk management policies and application methods through the opinions of the Board of the Directors based on the risk management strategies, and enabling them to be applied and complied with,
Participating in the processes of design, selection, application and pre-approval of the risk measurement models which is a basic method during risk management, revising regularly the models, making the required changes making the scenario analyses,
Demanding information, opinion and report from related departments, when required, in order to enable the risk following function to perform efficiently,
Revising the risks that have been stated in the financial tables and annual activity reports that have been prepared in accordance with the financial reporting standards accepted by the Company’s Capital Market Organization.
6.ENFORCEMENT
Committee’s duties and working principles and changes on them are entered into force through the resolution of the Board of the Directors.