Board Structure

The Structure and Composition of the Board of Directors and Independent Members

Ahmet Mücahid Ören Executive Chairman
Zeki Celep Vice Chairman and Member of Board Responsible for Construction (Executive Member)
Abdullah Tuğcu Member of Board Responsible for Financial Affairs and Accounting (Executive Member)
Abdurrahman Gök Member of Board Responsible for Legal Affairs (Executive Member)
Hayati Odabaşı Member of Board Responsible for Health Affairs (Executive Member)
Mahmut Kemal Aydın Member of Board (Non-Executive Member)
Sedat Kurucan Member of Board (Non-Executive Member)
Necmi Özer Member of Board (Independent Member) and Chairman of Audit Committee
Resul İzmirli Member of Board (Independent Member), Chairman of Risk Management Committee and Member of Audit Committee
Hüseyin Hüsnü Gündüz Member of Board (Independent Member) and Chairman of Corporate Governance Committee
Ziya Burcuoğlu Member of Board (Independent Member), Member of Corporate Governance Committee and Member of Risk Management Committee

The Board of Directors is composed of eleven members: four executive, three non-executive and four independent members.

Accordingly, more than half (six members) of the Board is composed of non-executive members and one third (four members) of the board is composed of independent members. Hüseyin Hüsnü Gündüz, Ziya Burcuoğlu, Resul İzmirli ve Necmi Özer have declared that they (in person, spouses or relatives to the third degree) have not been involved with any subsidiary or group company under İhlas Holding A.Ş. in position where they have a direct or indirect interest. They have also declared that they have not taken part in the independent auditing process in the past two years.

Authorities and Responsibilities of the Board Members and Company Executives

The authorities and responsibilities of the board members and company executives are identified through laws and regulations, rules of ethics, and Company procedures. No provisions are included in the Company’s Articles of Association in this respect.

The responsibility for the administration and representation of the Company lies with the Board of Directors. All documents to be submitted and all agreements to be made by the Company shall only be legally sufficient under the official corporate name and signed by a person authorized to bind the Company.  Ahmet Mücahid Ören with their several and individual signatures; and any two of Abdullah Tuğcu, Abdurrahman Gök, Zeki Celep and Mahmut Kemal Aydın with their joint signatures are authorized to represent and bind the Company.

Company executives perform their duties correctly and transparently, and are accountable and responsible for their performance. Executives comply with laws and regulations, the Company’s Articles of Association, and Company rules and policies in the performance of their duties, and inform the Board of Directors accordingly.

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

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

Distribution and qualifications of committee members are as follows:

Audit Committee Chairman: Necmi Özer (Professional Manager; Independent Member)

Audit Committee Member: Resul İzmirli (Academician; Independent Member)

Corporate Governance Committee Chairman: Hüseyin Hüsnü Gündüz (Academician; Independent Member)

Corporate Governance Committee Member: İsmail Cengiz (Professional Manager; Independent Member)

Corporate Governance Committee Member: H. Alev Volkan (Investor Relations Manager)

Risk Management Committee Chairman: Resul İzmirli (Academician; Independent Member)

Risk Management Committee Member: Ziya Burcuoğlu (Professional Manager; Independent Member)

Principles for the Activities of the Board of Directors

The agenda for the Board of Directors meeting is identified upon the requests of Company management and committees; with the request made by managers for a meeting in situations where a Board of Directors resolution is required for Company operations, and whenever required by current events during the concerned period. The Board of Directors convenes at least once each month.

The Board of Directors Secretariat is authorized to organize and announce the Board of Directors’ meeting agenda and serve notices for the call to meetings; to inform the Board of Directors members and to draw up all documents related to the Board of Directors. Ahmet Çalışkan acts as the Secretary for the Board of Directors. Board members are invited to attend meetings by the Board of Directors Secretariat via e-mail or telephone, informing Board members of the venue, date and time of the meeting.