Corporate Governance Committee

İHLAS GAYRİMENKUL PROJE GELİŞTİRME VE TİCARET A.Ş.

CORPORATE GOVERNANCE COMMITTEE DUTY AND WORKING PRINCIPLES

PURPOSE AND SCOPE

The purpose of this regulation is to determine the duties and working principles of the Corporate Governance Committee, to be established by the Board of Directors of İhlas Gayrimenkul Proje Geliştirme ve Ticaret A.Ş. In accordance with capital markets legislation and the principles contained in this regulation, the Committee was established to monitor the Company’s compliance with corporate governance principles, undertake improvement efforts in this regard and submit recommendations to the Board of Directors, support and assist the Board of Directors by working on public disclosure issues, implement management practices that enhance company performance, make recommendations to the Board of Directors regarding the review and evaluation of systems and processes the Company has established or will establish, undertake the necessary work to develop and implement risk management systems, and conduct studies on compensation, rewards, and performance evaluations.

GROUNDS

These principles have been established within the framework of the regulations, provisions and principles contained in the Capital Markets Legislation and the Capital Markets Board Corporate Governance Principles.

AUTHORITY AND SCOPE

The Corporate Governance Committee, elected and authorized by the Board of Directors, is authorized to invite Company employees or representatives of individuals and organizations affiliated with the Company, including subsidiaries, internal and external auditors (Auditors), and experts in their respective fields to its meetings to obtain information and, when necessary, to seek external legal and professional advice. Furthermore, its duties include establishing and implementing the Company’s Disclosure Policy, establishing the Company’s code of ethics, working in coordination with the Investor Relations Department, making recommendations regarding the qualifications, selection, and number of Board members, monitoring, and evaluating the effectiveness of the Board of Directors, and overseeing matters related to public disclosure.

The Committee acts within its authority and responsibility and makes recommendations to the Board of Directors; however, final decision-making responsibility always rests with the Board of Directors. The Committee’s duties and responsibilities do not relieve the Board of Directors of its responsibilities under the Turkish Commercial Code.

COMMITTEE STRUCTURE

The committee is established in accordance with the company’s articles of association and CMB regulations. It consists of at least two members elected from among the company’s board of directors. If the committee consists of two members, both members; if there are more than two members, the majority of the members must be non-executive board members. Furthermore, the company’s general manager cannot serve on committees. The Chairman of Committee is elected from among independent board members.

COMMITTEE MEETINGS

The committee meets at the company’s headquarters when deemed necessary. The timing of committee meetings should, to the extent possible, align with the schedule of board meetings.

Decisions made at committee meetings are put in writing, signed by committee members, and kept in an orderly manner.

The committee submits its findings and recommendations related to its duties and responsibilities to the board of directors in a report.

DUTIES AND RESPONSIBILITIES

  • Compliance with Corporate Governance Principles

    The Committee determines whether the Company implements corporate governance principles, if not, the reasons for this, and any conflicts of interest arising from failure to fully comply with these principles. It also makes recommendations to the Board of Directors to improve their implementation. In this context, the Committee identifies issues related to corporate governance principles that would benefit the Company and its shareholders but have not yet been implemented and proposes recommendations for their implementation in a manner appropriate to the structure of the Company and its subsidiaries. It carries out other activities within the scope of corporate governance as requested by the Board of Directors. It also oversees the work of the Shareholder Relations Unit. The Committee conducts studies on necessary internal regulations and changes to ensure employees understand, adopt, and implement corporate governance principles and presents the results to the Board of Directors.

  • Administrative Control

    The Committee obtains the opinions of management and relevant parties regarding plans to identify areas that may pose administrative risks and to address deficiencies. It conducts studies to early identify risks that could jeopardize the company’s existence, development, and continuity, implement necessary measures regarding identified risks, and manage risk. It evaluates the effectiveness and results of risk management activities. It develops and reviews risk management systems. The Committee investigates and resolves significant complaints received by the company regarding management, ensures their resolution, and ensures that employee reports on these matters are communicated to management within the framework of confidentiality policy.

  • Public Disclosures

    It oversees matters related to Public Disclosure. The Committee reviews the activity report and website to be disclosed to the public, and reviews the accuracy and consistency of the information contained therein. It develops recommendations to ensure that public disclosures and analyst presentations are made in accordance with the Company’s “disclosure policy” within the framework of Capital Markets Legislation.

  • Compliance with Internal Regulations

    The Committee ensures that internal regulations are in writing and accessible to all employees, and establishes the Company’s code of ethics. It assesses whether internal regulations and acceptable forms of conduct (the Code of Ethics) are communicated to employees by Company Management through appropriate communication methods. The Committee evaluates the efforts of Company Management to monitor compliance with internal regulations. It monitors compliance with internal regulations that prevent potential conflicts of interest among board members, executives, and other employees, and the misuse of trade secrets.

  • Determination of Candidates for Election to the Board of Directors and Remuneration

    The Committee works to establish a transparent system for identifying, evaluating, and training suitable candidates for the board of directors, and to develop policies and strategies in this regard. The Committee conducts regular assessments of the size, structure, and efficiency of the board of directors, develops recommendations for potential changes in these areas, and submits them to the Board of Directors. It determines and oversees the approach, principles, and practices regarding the performance evaluation and career planning of board members and senior executives. The Committee evaluates candidates proposed for independent membership, including those from management and shareholders, taking into account whether the candidate meets the independence criteria. It prepares a report of its assessment and submits it for approval to the Board of Directors. It consults the Human Resources Department when deemed necessary. It determines its recommendations for the remuneration of board members and senior executives, taking into account the company’s long-term goals. It determines the criteria that can be used in remuneration, which are linked to the performance of the company and the member. It submits its recommendations for the remuneration of board members and senior executives to the Board of Directors, taking into account the degree to which the criteria have been met.

  • Reporting Responsibility

    The Committee ensures that the Board of Directors is informed on matters falling within its authority and responsibility. It documents and records all its work. The Committee submits its work and recommendations to the Board of Directors in a report.

INVESTOR AND SHAREHOLDER RELATIONS UNIT

The Corporate Governance and Investor Relations Unit was established to monitor all relationships between shareholders and investors and ensure that their right to information is fully fulfilled. The Unit is staffed with a sufficient number of expert personnel.

Investor and Shareholder Relations Unit

  1. Fulfills shareholders’ and investors’ information requests within the framework of legislation, articles of association, corporate governance principles, and the disclosure policy.
  2. Organizes or participates in periodic investor information meetings, both domestically and internationally, within the framework of legislation, articles of association, corporate governance principles, and the disclosure policy.
  3. Conducts the necessary efforts to transform the Website into an active communication platform for domestic and foreign investors.
  4. Oversees and monitors the implementation of the public disclosure process in accordance with legislation.
  5. Ensures that shareholder records are kept accurate, secure, and up-to-date.
  6. Ensures that activity reports are prepared in accordance with legislation and the Corporate Governance Principles of CMB.
  7. Ensures that General Assembly meetings are held in accordance with the procedures.
  8. Prepares documents to be presented to shareholders at General Assembly meetings.
  9. Performs necessary work to ensure that meeting minutes are properly recorded.

BUDGET

The Board of Directors provides all resources and support necessary for the committee to fulfill its duties.

ENFORCEMENT

This regulation and any related amendments regarding the committee’s duties and working principles shall enter into force upon resolution of the Board of Directors.