Committees

Structure and Independence of the Committees established by the Board of Directors

An audit committee, a corporate governance committee and risk management committee have been set up in line with the company principles. Each committee comprises two people; an independent chairman and an independent member

OPERATING AND RESPONSIBILITY PRINCIPLES
OF THE CORPORATE GOVERNANCE COMMITTEE

Chairman	Hüseyin Hüsnü Gündüz (Academician, Independent Member)
Member	Ziya Burcuoğlu (Professional Manager, Independent Member)

Purpose of the Corporate Governance Committee

The purpose of the Corporate Govarnence Committee is to follow up the adaptation of the company to the principles of the Corporate of Governance Committee, to make redevelopment activities and present advices to the Board of Directors about this matter.

In this work, İhlas Holding A.Ş.(Company) will be referred to as Corporate Governance Committee (Committee).

The Motivation of Establishing Committee

With the legal arrengement organized by CMB (Capital Markets Board) in our country, there is an obligation for the Board of Directors of corporations whose shares are in the stock market to establish Corporate Governance Committee. Thence, our company has established a Corporate Governance Committee which consists of two independent member. This Corporate Governance Committee has been established in accordance with Securities Legislation, Company Articles of Association, arrengement of the Corporate Governance Principles of Capital Markets Board.

Limit and Scope of Autorithy of the Committee

Committee;

– Developes the Corporate Governance Principles and ensures that these principles are adopted and applied in the Company.

– Makes the annual Corporate Governance evaluation of the Board of Directors and presents to the Board of Directors.

– Works in coordination with the Unit of the Relations with Shareholders

– Makes suggestions about the election of the Member of the Board of Directors.

– Makes suggestions about management, operation and efficiency of the Board of Directors and the related committees.

Has been established and authorized by the Board of Directors. Committee operates in line with their authority and responsibilities given by the Board of Directors and gives advices to them. However final decision resposibility always belons to the Board of Directors.

Structure of the Committee

Committee is formed in conformity with the Company Artcles of Association. Committee Chairman is elected among the Independent Member of the Board of Directors. When it’s necessary, Committee Chairman cen be elected among the qualified third parties. Committee members are elected among the people who are not in duty in executive authority. Company Executive Committee Chairman and Deputy Cheif of Accounting can not take place in the Committee. People who are qualified and have at least 8 years experience in the fields such as accounting, finance, auditing, law, management can take place in the Committee. Committee consısts of minimum 2 members. Committee hold the meeting with the one person more the whole number of the members and take decision with the majoraty of the members. If any change occurs in the names of the members who consıst of the Corporate Governance Committee, the same year, the Committee has been formed again right after the first Meeting of the Board of Directors which is held after the Ordinary General Metting of Shareholders.

Committee Meetings and Reporting

Committee meetings are held minimum twice a year. Decisions taken during the meetings are put into writing by the secretariat of the Board of Directors and filed.

Responsibilities of Committee

a. Compliance with Corporate Governance Principles

Committee;

– Ensures that Corporate Governance Principles are formed and adopted in the Company and evaluates that if an effective and efficient “Corporate Governance Culture” has been established.

– Determines if Principles of Corporate Governance is put in practice, if not, finds the reasons and determines the conflict of interests due to not applying these principles. It also makes suggestions to Board of Directors to improve the applications.

– Makes suggestions to Board of Directors about the operations of the healthy infrastructure for the management strategies which aims to improve the company performance.

– Analyses the important complaints arrives to the Company regarding the Management, ensures to conclude and to forward the employee’s notices to the Management about that matter in accordance with the principle of confidentiality.

– Fulfills the other operations within the context of orporate governance which is sued by the Board of Directors.

b. Declarations to the Public

Committee;

– Revises the annual report which will be declared to the public

– Developes suggestions which will provide the declarations and analyst presentations that will be declareted to public in conformity with law and regualtions and “Disclosure Policy” of the Company.

c. Determination of Candidates who will be elected for the Board of Directors

Committee works on establishing a transparent system which will determine the proper candidates for the senior management and Board of Directors. Committee also Works on developing strategies and policies about that manner. Moreover, Committee works on determining the approach, principle and applications about career planning, wage and rewarding policy, performance rating for senior management and Board of Directors.

d. Relations with Shareholder

“Shareholder Relations Unit” (Unit), within Committee and appertaining to Committee Chairman, has been established to monitor relations between shareholders and investors and to ensure that the requirements pertaining to their rights concerning access to information fully met.

Unit;

– consists of adequate quantity of qualified employees.

– provides information requests of the shareholders and investors in accordance with legislation, articles of association, corporate governance principles and disclosure policy.

– arranges, periodically, domestic and overseas investor information meetings in accordance with legislation, articles of association, corporate governance principles and disclosure policy and participates these meetings.

– ensures to contact domestic and foreign investors through web site.

– supervises and oversees the process of public disclosure inconformity with the legislation.

– ensures that shareholder records are kept accurately, safely and up to date.

– ensures that annual reports are prepared according to legislation and Capital Markets Board Corporate Governance Principles.

– ensures that General Assembly meetings are held duly.

– prepares documents to be delivered to shareholders at General assembly meetings.

– ensures that minutes of the meetings are held duly.

e. Liability of Reporting

Committee ensures that Board of Directors are informed about the matters in its authority and liability.

f. Other Liabilities

Ensures that other operations are done within the context of corporate governance which is requested by Board of Directors. Also pursues the improvements about the Corporate Governance and investigates the effects on the Corporate Management.

OPERATING AND RESPONSIBILITY PRINCIPLES OF THE AUDIT COMMITTEE

Chairman	Necmi Özer (Professional Manager, Independent Member)
Member	Resul İzmirli (Academician, Independent Member)

When Committees have their operations, the procedure which should be followed has been set up as: “Committees operate in line with their authority and responsibilities and give Board advices, however final decision has been taken by the Board of Directors”

Purpose of the Audit Committee

Audit Committee will make suggestons following up the internal control and sufficiency about efficiency of application of internal and external auditing process, accretion value, accounting, financial reporting, internal operation proccess.

In this work, İhlas Holding A.Ş. (Company) will be referred to as Audit Committee (Committee).

The Motivation of Establishing Committee

With the legal arrengement organized by CMB (Capital Markets Board) in our country, there is an obligation for the Board of Directors of corporations whose shares are in the stock market to establish Audit Committee. Thence, our company has established a Audit Committee which consists of two independent member. This Audit Committee has been established in accordance with Securities Legislation, Company Articles of Association, arrengement of the Corporate Governance Principles of Capital Markets Board.

Limit and Scope of Autorithy of the Committee

Committee doesn’t audit actually. Altough Committee doesn’t have direct resposibility about auditing operations, it is responsible to consider in the name of Board of Directors about the internal control and sufficiency about efficiency of application of internal and external auditing pocess, accretion value, accounting, financial reporting, internal operation proccess.

Committee is authorized for getting information inviting internal and external auditors and specialists, representatives of institutes and individual person related company including affillates, and company employees, to the meetings.

Organization of Committee

Committee is formed in conformity with the Company Artcles of Association. People who are going to work in the committee are selected among the candidates experienced in the fields such as accounting, finance, auditing, law. Company Executive Committee Chairman and Cheif and Deputy Cheif of Accounting can not take place in the Committee. Committee Chairman is elected among the Independent Member of the Board of Directors. When yhis is not possible, in accordance with legislation, Committee Chairman cen be elected among the qualified third parties. When it’s necessary, people who are are not the member of Board of Directors but qualified in their subjects can take place in the Committee. The representatives who are resposible for the internal and external auditing of the affilates which have important place in the colsolidated financial statetements of the Company can also become the member of Committee. If any change occurs in the names of the members who consist of the Committee, the same year, the Committee has been formed again right after the first Meeting of the Board of Directors which is held after the Ordinary General Metting of Shareholders.

Committee hold the meeting with the one person more the whole number of the members and take decision with the majoraty of the members.

Committee meetings are held minimum twice a year. Decisions taken during the meetings are put into writing, signed by the Committee Members and filed systematically.

Responsibilities of Committee

1. Internal Auditing Resposibility

Committee determines whether there is an effective internal auditing and risk manegement. It evaluates that if there is an effective control mechanizm in the company notifying the Company Management about the importance of internal auditing and risk manegement.Moroeverm it makes suggestions to the Board of Directors about the operations of the strong infrastructure for the internal auditing, understanding of it from the employees and supporting by the Management. It follows up if the internal auditing processes in written and up to date periodically from the Internal Auditing Management and it tries to keep the efficiency of the internal auditing in the Company. It searches that if the warning and advices regarding internal auditing are put in practice by the auditors. Committee also makes studies about the Company’s data security and its operation. It developes the caution packages against the interruption of the computer system which keeps all the datas. It also gives advices to the Board of Directors about that matter.

2. Financial Auditing Responsibility

Committee;

– developes the suggestions to find out the cases which cause the lack and contradictory of the legal arrengement.

– generates policies which can preclude the misuses about internal auditing.

– revises the legal questions and searchs the effect on the financial statements.

– compares the budgeted financial results and actual financial results and analyses if there is an important difference between them.

– searches if there is any change in company’s financial ratios and if there is, informs the Board of Directors searching if this change has a consistincy with their financial operations. Committee also searchs that if there is any extraordinary operations and if financial statements have enough information for public disclosure and notyfies the Board of Directors written.

– revises the Company’s annual report which will be declaed to public and analyzes if the informations in the annual report are accurate and consistent.

– ensures that declerations which will be declareted to public in conformaty with “Disclosure Policy” of Company.

3. Internal Auditing Responsibility

Committee;

– revises the Company’s internal auditing structure and informs the Board of Directors about difficulties of the internal auditor’s work.

– can make suggesttions to the Board of Directors for the employees who work in Internal Auditing Management, to assign, to relocate and to remove them, taking into consisiration of their qualifications.

– overviews of the efficiencies of the Internal Auditing Operations.

– provides to forward the problems which are determined during the internal auditing to the Committee by the Internal Auditing Management and contacts the Company Management to solve the problems.

4. Independent External Auditing Responsibility

Committee;

– follows the works in the independent extarnal auditing stages such as choosing of independent auditing institution, starting the independent external auditing process.

– evaluates the external auditor’s performaces and overviews their scope of audit and auditing approach they suggest.

– informs the Board of Directors about difficulties of the external auditor’s work.

– researches about the independency of the independent external auditors.

– gets to gether with the independent external auditors and consults about the particular subjects which the Committee or external auditors would like to discuss.

– provides to forward the problems which are determined during external auditing, as happens internal auditing, and provides to forward the suggestions to avoid these problems to the Committee on time.

5. Other Responsibilities

Committee;

– analyses the complaints arrive to the company about company accounting, independent external auditing and internal auditing.

– analyses the reports which come from Law Department regarding the court cases to be prosecuted the Company and the possible risks related these cases.

– ensures that Company prepares the the financial statetments and footnotes in confirmatyi with legal provisions.

– provides that internal regulations are written and all employees are informed.

– ensures that there is compliance to the internal regulations which prevent the misuseg of information that is known trade secret and the conflict of interests between Board of Directors, managers and other employees.

– makes suggestions to prevent against the improper and unauthorized usage of the Company and Company Affilliates’ assets and presents to the Board of Directors.

– ensures that Board of Directors are well informed about the subjects which are in their authority and responsibility.

– presents written reports about all operations and suggestions to the Board of Directors.

– fulfills the inspection and following opeartions sued by the Board of Directors. When it’s necessary, it can initiate special inquiries and can assign experts about these subjects as consultant to help them in these investigations.

– can request particular matters to be discussed in Company General Assembly in necessity.

– Task and liability of Auditing Committee is not related the task and liability of Board of Directors comes from Turkish Commercial Code.

DUTIES AND WORKING PRINCIPLES OF THE

RISK MANAGEMENT COMMITTEE

Chairman	Resul İzmirli (Academician, Independent Member)
Member	Ziya Burcuoğlu (Professional Manager, Independent Member)

1. PURPOSE

It has been decided to form the Risk Management Committee in accordance with the Turkish Commercial Code and Communiqué on Corporate Governance Principles of the Capital Markets Board.

The functions pertaining to Risk management, which used to be carried out by the Corporate Governance Committee, will be carried out by a separate committee according to the decision taken at the Board of Directors meeting held on March 7, 2013.

The purpose of the Risk Management Committee, which will act under the Board of Directors, is to monitor possible risk exposures and to develop the necessary policies to carry out the risk management processes.

2. BASIS

This document has been prepared pursuant to the regulations, provisions and principles involved in the Turkish Commercial Code, the Capital Markets Legislation, and the Articles of Association, as well as the Corporate Governance Principles of the Capital Markets Board.

3. AUTHORITY AND SCOPE

Risk Management is a systematic process formed in order to define the strategic, operational, external environmental, and financial risks that may affect the activities of the Company, to manage these risks in accordance with the risk-taking profile of the Company, and to provide a reasonable assurance regarding the achievement of the Company’s objectives. This process, being applied to the entire Company, is used by the Board of Directors, senior management and all other employees in the determination of the strategies. The Committee acts within the bounds of its authority and responsibility, and makes recommendations to the Board of Directors. The responsibility of the final decision always rests with the Board of Directors.

3.1. To constitute efficient internal control systems in order to define, evaluate, monitor and manage the risk factors that may have an affect on the achievement of the Company’s objectives, according to the impact and case,

3.2. To integrate the risk management and internal control systems with the institutional structure of the Company and monitor their efficiency,

3.3. To conduct studies on measurement and reporting of the risk factors by means of the risk management and internal control systems of the Company with appropriate controls, and to use them in the decision-making mechanisms,

3.4. The determination and review of the risk management policies, approach and standards among the Company,

3.5. To take and apply any kind of necessary decision regarding the appropriate action to take on the detected risks.

4. THE STRUCTURE OF THE COMMITTEE

4.1. The Risk Management Committee is composed of at least two members of the Board of Directors. If the Committee consists of only 2 members, both of them shall hold non-executive positions. If there are more than two members in a committee, the majority of its members have to be from among the non-executive members of the Board of Directors, who do not serve as the General Manager or a member of the Executive Committee.

4.2. The Risk Management Committee members select a chairman amongst themselves. The Chairman of the Committee should be elected from among the independent members of the Board of Directors.

4.3. The Board of Directors appoints the Risk Management Committee Members at the first Board meeting following the General Assembly Meeting in which the Board of Directors is elected.

4.4. The Risk Management Committee serves until the next election of the Board of Directors.

4.5. Termination of the membership of any Risk Management Committee member is at the discretion of the Board of Directors.

4.6. The Board of Directors appoints a new member to complete the term of office upon termination of the Committee membership, resignation, or demise of any committee member.

5. DUTIES AND RESPONSIBILITIES

5.1. To work on early determination of risks that will endanger the existence, growth, or sustenance of the Company, and to work on the application of due measures regarding the strategic, operational, financial, legal and all other kinds of risks and operations, with the aim of managing the risk.

5.2. To gather as often as is necessary for the efficiency of operations.

5.3. To evaluate the situation, identify the dangers, if any, and solutions in the report, which will be submitted for the attention of the Board of Directors every two months. The Committee also sends report to the auditor.

5.4. To invite the appropriate directors to their meetings and obtain their opinions.

5.5. To prepare and present to the Board of Directors an annual assessment report, which shall be included in the annual reports, for working principles including its members, frequency of the sessions and executed activities, in order to provide a basis for the Board’s evaluations of its effectiveness.

5.6. To create internal control systems including risk management systems and processes of information that will minimise the effects of risks that might affect the stakeholders, particularly the shareholders of the company, and present its opinion to the Board of Directors.

5.7. To participate in the design, selection, application and pre-approval processes of the risk measurement model, which is a fundamental instrument during the risk management process, revise the models regularly and implement the scenario analyses, and make the necessary changes,

5.8. To obtain information, opinion and report from the related departments, when necessary, in order to effectively fulfil the risk follow-up functions.

5.9. To monitor and evaluate the efficiency and the results of the risk management activities among the Company,

5.10. To regularly follow the critical risks and all developments related with these risks,

5.11. To measure and report the risk factors by means of the risk management and internal control systems of the Company with the appropriate controls, and to use them in the decision-making mechanisms.

5.12. The Committee scrutinises the risk management systems at least once a year.

6. BUDGET

The Committee has an annual budget approved by the Board of Directors to ensure that it can carry out its activities efficiently and productively.

7. OPERATIONAL EFFECT

The duties and the working principles of the committee, and the amendments herein, come into effect upon the resolution of the Board of Directors.