İHLAS GAYRİMENKUL PROJE GELİŞTİRME VE TİCARET A.Ş.
DUTIES AND WORKING PRINCIPLES OF AUDIT COMMITTEE
PURPOSE AND SCOPE
The purpose of this regulation is to determine the duties and working principles of the Audit Committee to be established by the Board of Directors of İhlas Gayrimenkul Proje Geliştirme ve Ticaret A.Ş. The Committee will assist the Board of Directors in overseeing the operation and effectiveness of the Company’s accounting system, public disclosure of financial information, independent auditing, and internal control system in accordance with capital markets legislation and the principles set forth in this regulation. It will evaluate and report to the Board of Directors on the issues identified within the framework of its assessments.
GROUNDS
This document has been prepared within the framework of the regulations, provisions, and principles contained in the Capital Markets Legislation and Corporate Governance Principles of the Capital Markets Board.
AUTHORITY AND SCOPE
The Committee audits the accuracy, transparency, and compliance of financial statements, footnotes, and other financial information with legislation and international accounting standards, and reports this information to the Board of Directors in writing, after obtaining the opinion of the independent audit firm. It reviews the independence and competence of the independent audit firm and its employees on behalf of the Board of Directors. It oversees the operation and effectiveness of the company’s accounting system, public disclosure of financial information, independent auditing, and the internal control system. It oversees the selection of the independent audit firm, the preparation of audit contracts, the initiation of the independent audit process, and the work of the independent audit firm at every stage. It reviews and resolves internal and external complaints regarding the company’s accounting, internal control system, and independent auditing, within the framework of the principle of confidentiality. It oversees compliance with legal and internal regulations. It also performs other oversight and monitoring activities requested by the Board of Directors.
The Committee 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 to seek external legal and professional advice when necessary.
The Committee acts within its authority and responsibility and makes recommendations to the Board of Directors. Ultimate 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 arising from the Turkish Commercial Code (TCC).
COMMITTEE STRUCTURE
The Committee consists of at least two members elected from among the members of the Company’s Board of Directors, in accordance with the Company’s Articles of Association and CMB regulations. The Committee Chair and members are elected from among independent board members.
The Committee is appointed by the Board of Directors, and members whose terms have expired may be re-elected.
COMMITTEE MEETINGS
The Committee meets at least four times a year at the Company’s headquarters, at least every three months. The timing of Committee meetings aligns with the timing of Board meetings whenever possible.
Decisions taken at committee meetings are recorded in writing, signed by committee members, and kept in an organized 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
a) Financial Statements and Announcements
- The Committee obtains the opinions of the Company’s responsible executives and independent auditors regarding the accuracy and conformity of the financial statements and footnotes to be disclosed to the public, in accordance with the accounting principles followed by the Company, and submits their assessments in writing to the Board of Directors.
- The Committee reviews the activity report to be disclosed to the public and assesses whether the information contained therein is accurate and consistent based on the information available to the Committee.
- It reviews and resolves complaints from partners and stakeholders that are significant enough to impact the financial statements.
b) Independent Auditing Firm
- The selection and replacement of the independent auditing firm, the initiation of the audit process, and the monitoring and evaluation of its activities are carried out under the supervision of the Audit Committee.
- The Committee reviews the audit scope and audit process proposed by the independent external auditors and informs the Board of Directors of any issues that impede their work.
- The Committee ensures that significant issues identified by the independent external auditors and their recommendations for resolving these issues are promptly communicated to the Committee and discussed.
c) Internal Audit
- The audit committee ensures that the necessary measures are taken to ensure that internal auditing unit carries out its duties transparently. It monitors whether warnings and recommendations regarding internal auditing unit are implemented.
- The Audit Committee evaluates the effectiveness and adequacy of the internal control system in collaboration with the independent audit firm and reports to the Board of Directors.
- It informs the Board of Directors about the effectiveness of the internal audit system and issues that limit or hinder the work of internal auditors, and makes recommendations.
- The Committee ensures that significant issues identified by internal auditing unit during or as a result of audits, and its recommendations for resolving these issues, are promptly communicated to and discussed with the audit committee.
- It makes recommendations to the Board of Directors on matters such as the appointment and dismissal of internal audit personnel, taking into account their qualifications.
- It develops recommendations that identify incidents that lead to fraud, violations of laws and regulations, or deficiencies.
d) Compliance with Regulations Imposed by Law
- It monitors whether the company’s activities, financial statements, and footnotes are conducted in accordance with legal provisions and internal company regulations. It determines the rules to be applied in case of non-compliance with regulations.
- The audit committee reviews the results of audits and investigations conducted by regulatory authorities, provides information to the Board of Directors, and makes recommendations.
- The audit committee oversees compliance with internal company regulations and policies that prevent conflicts of interest among Board members, managers, and other employees, and the misuse of trade secret information.
BUDGET
All resources and support necessary for the committee to fulfill its duties are provided by the board of directors.
ENFORCEMENT
This regulation and any changes regarding the duties and working principles of the Committee shall enter into force with the decision of the Board of Directors.