Corparate Management Committees And Working Principles

TEMSAN Yapı ve Makine Endüstri A. Ş. Board of Directors decided on 06.08.2019, subject to the Turkish Commercial Code no 6102 and the Capital Markets Board Corporate Management Notice no 28871, that the three committees with the below-mentioned principles of work be established.

1- Audit Committee

The Audit Committee convenes at least once three months and at least four times a year, and supervises the company accountancy system, the public declaration of its financial information, and the operation and activity of its independent audit and the internal control and internal audit system. The Audit Committee supervises the selecting of an independent auditing firm, preparing of audit agreements and launching of an independent auditing process, and activities of the independent auditing firm at all stages. The independent auditing firm from which service will be procured by the company and the services to be procured from the relevant firm are determined by the audit committee and submitted to the approval of the board of directors.

2- Early Detection of Risk Committee

The Early Detection of Risk Committee works to identify early the risks that might jeopardize the existence, development and continuation of the company, take the relevant necessary measures against the identified risks, and manage these risks, and reviews its risk management systems at least once a year. The Early Detection of Risk Committee evaluates the situation in a report to be submitted to the board of directors once every three months, and implies the dangers, if any, and suggests remedies for them. The report is also sent to the auditor.

3- Corporate Management Committee

The Corporate Management Committee detects whether the corporate management principles are implemented at the company, the reasons if these are not implemented, and the conflicts of interest occurring due to insufficient compliance with these principles, and provides the board of directors with suggestions of improvement for the management practices.

Since a Nomination Committee has not been established, it works, on behalf of this committee, to create a transparent system to determine, assess and train suitable candidates for the board of the directors and for positions of management with an administrative responsibility, and determine policies and strategies in this respect.

Since a Compensation Committee has not been established, it determines and supervises, on behalf of this committee, the principles, criteria and practices, considering the company’s long term objectives, to be used to charge the members of the Board of Directors and the managers with an administrative responsibility.