cg-sunum turkcell

8/2/2019 CG-Sunum TURKCELL

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Abstract

General Information About Turkcell

Complience with Corporate Governance

Principles Report

CORPORATE GOVERNANCEIN TURKCELL


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What is Corporate Governance?



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Corporate governance is the mechanism through which themanagers control is monitored and held to fairly enhancingcorporate profit and shareholder gain (Ira Millstein)

Good Corporate Governance is shared responsibility. It is anessential element for sustainable growth in a market economy

Good corporate governance is important, because the biggerthe companies are the harder they fall, the more they hurt

What is Corporate Governance?


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A World Company

Mission and Strategic Priorities

Turkcells Values

Executive Officers



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Started to operate in February, 1994

Signed a 25-year GSM license contract in 1998

33.5 million subscribers as of December 2010

Market leader for 16 years

Shares have been trading on ISE and NYSE since 2000

A World Company


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VisionTo ease and enrich the lives of our customers with

communication and technology solutions

Strategic PrioritiesTo maintain our market and technological leadership while

retaining our competitive advantageTo increase our customers' satisfaction and loyalty through

improving our customers' experienceTo maintain growth through new investments and business

models


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Values

Customers come first

An agile team

Promote open communication

Passionate for making a difference

Value people


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Shareholder Structure


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Turkcell is managed by the Corporate Executive Team with theguidance of the Board of Directors. Corporate Executive Team ofTurkcell do not have a fixed term of office. The members of

Corporate Executive Team are as follows.

Sreyya Ciliv CEO

Sreyya Ciliv is the CEO of Turkcell since

January 2007. Before joining to Turkcell,

he held executive positions in Microsoft

Corporation.

Executive Officers


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Serkan Okandan - Chief Financial Officer

lterTerziolu - Chief Network Operations Officer

Cenk Bayrakdar - Chief Product and ServiceManagement Officer

Meltem Kalender ztrk Chief Human

Resources Officer

Executive Officers


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COMPLIANCE WITH CORPORATEGOVERNANCE PRINICPLES REPORT

2009SECTIONS

I. Shareholders

II. Public Disclosures and Transparency

III. Stakeholders

IV. Board of directors


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I.Shareholders

-Shareholders Relations DepartmentExisted since the initial public offering

Organize the relations with the investors

-Investor and International Media RelationsDepartment

Functions under the Executive Officer

Regular meetings with analysts and investors toshare developments


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Shareholders(Contd)

-Investor and International Media Relations

Department

Monitors disclosures in accordance withTurkcells Disclosure Policy

-timely, accurate, complete, understandableand equal manner!

Disclosure Committee and Disclosure Team


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Shareholders(Contd)

2-Use of Right of Gaining Information of theShareholders

-Detailed information available:www.turkcell.com.tr

-Distrubuted by e-mail to addresses
http://www.turkcell.com.tr/http://www.turkcell.com.tr/


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Shareholders(Contd)

3-Information on the General Assembly ofShareholders

Disclosures are made when BoD take a decision

The participants are:Shareholders and their representatives

The Board of Directors

Statutory auditors

CEO and Deputy Executive Officer

Staff organizing the General Assembly


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Shareholders(Contd)

Invitation is published in Turkish TradeRegistry Newspaper and national newspapers

Chance of asking questions directly to theexecutive officers.


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Shareholders(Contd)4-Voting Rights and Minority Rights

No privileged shares in terms of decision making

and voting rightsShareholders possesing more than 5% arerepresented,

There is no mutual participation.


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Shareholders(Contd)5-Dividend Distribution Policy and Time of Dividend

DistributionDividend Policy is included in Corporate GovernanceGuidelines

Dividends are paid in accordance with operationalperformance, financial condition and other factors.

Since 2004 distributed at least 50% of net profits

per fiscal yearDividend Distribution Policy is published in annualreport and the website.


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Shareholders(Contd)

6-Transfer of Shares

No limitation in the Articles of Association

But Provision Article 5, paragraph C,sentence 4 of Authorizing Regulations

Relating to Electronic Communication Sectorstates how share transfers occur.


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II. Public Disclosure and

Transparency

1-Company Disclosure Policy

Prepared in the Ordinary General Assembly held in2005 and presented to all shareholders.

Public disclosures are made in accordance withCMB, ISE, SEC, NYSE.

Purpose is to ensure an active and transparent

communication.


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Transparency

2-Public Disclosures

Turkcell has made 59 disclosures until 2009

Responsible department is the Investor andInternational Media Relations Division.

All disclosures are made both in English and Turkish

for all investors all over the world.


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Transparency5-Disclosure on Insider TradersStated in the Disclosure Policy

Employees are porhibited from selling/buying

Turkcell Securities during the blackout period.Employees who have access to inside informationare prohibited regardless of the time period.

The list of these employees are prepared and givento CMB and Turkcell management.


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III. Stakeholders

1-Informing the Stakeholders and Participation ofStakeholders in Management

Turkcell informs its shareholders about company

policies and procedures.Staff Communication Meetings

Supplier Day for supply chain

Business Partner Day for the firms Turkcell workswith in value-added activities.


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III. Stakeholders(Contd)

2-Human Resource Policy

Employees are internal customers

Aim is to recruit and retain new talents

Be the most preffered company in sector.Turkcell Academy seeks to develop human

resources.

Surveys for monitoring employee satisfaction andloyalty.


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3- Social Responsibility

Turkeys Turkcell

The Snowdrops (Kardelenler) started in 2000

75% of illiterate people were women

First year 5000 female students were awardedscholarships

In 2007 , 10,000 female students and so far,20,000 students were provided scholarships


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The Bridge of Hearts Project

Carried out with Ministry of Education in 2008

Thousands of students learn more about theircountry, and be a self-confident individual.

More than 10,000 students participated in 2-years of time


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Under Those Running To the Future

Conducted in conjuction with Youth and SportsDirectorate

Turkcell supported 180 talented athletes agedbetween 12-16 in different sports

A United Nations project,

Aims to provide special training to young andtalented athletes.


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-Other sponsorships :

Sponsor of Marsel lhan

Turkcell Super League between 2005-2010International Film Festival By IKSV

!F Istanbul Independent Films Festival


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SECTION 4 BOARD OF DIRECTORS

4.1 Structure and Creation of the Board of Directors andIndependent Members

The Board of Directors consist of the following members

Colin J. Williams-Chairman, Independent member

Mehmet Blent Ergin

Glsn Nazl Karamehmet Williams

Oleg Malis

Alexey Khudyakov

Tero Erkki Kivisaari

Karin Eliasson


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4 2 Q lifi ti f th M b f


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4.2 Qualifications of the Members of

the Board of Directors

Reviews the skills and specialties

Attend at least 75%of meetings

Develops and supervises an orientation program


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4.3 Risk Management and Internal

Control Mechanisms

Risk Management

Internal Audit

Business Continuity Management Information Security Management

Internal Fraud Management


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4.4 Authority and Responsibilities of

the Members of the Board of

Directors and Executives

The Board is fully authorized to carry out the affairs of the

Company and Management of Company assets and theactivities relating to the Company pupose and subjectmatter other than those that have to be solely carried outby the Generally Assembly.


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4.5 Activities of the Board of Directors

The following guiding principles will be followedby Turkcell company:

Turkcell Board Responsibilities

Board Composition

Board Operations

Board Committees

Board Compensation


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4.6 Prohibition on Carrying out

Transactions with the Company and

Prohibition on CompetitionThe primary activities of the Board of Directors are;

Building the vision of the Company, approving of

local and international business strategies anddetermining short- and long-term goals;

Approving the Company's annual budget and

business plans and its revisions;Monitoring the strategic and financial performance

of the Company and ensuring that correctivemeasures are carried out as necessary;


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Controlling the Company's annual materialexpenditures which are not stated in the annualoperating plan;

Consistent with applicable law and rules, approvingquarterly financial results, the audit report andamendments to the accounting policies previouslyadopted by the Company or any material change in

the method or timing of reporting of the financialresults;

Consistent with applicable law and rules, overseeingthe preparation of the annual report and finalizingthe same for presentation at the General Assemblyof Shareholders


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4.7 Code of Ethics

Conflict of Interest Protection and Proper Use of the Company Assets

Principles for Public Disclosure

Compliance with Laws, Rules and Regulations

Working Principles

4 8 Number Structure and


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4.8 Number, Structure and

Independence of the Committees

Established on the Board of Directors

Audit Committee & Corporate Governance Committee

- advice and make recommendations to the Board ofDirectors

- has charters specifying working principals


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4.9 Financial Rights Provided to the

Board of Directors

Attendence fees are paid to the members of theBoard of Directors

No loans


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Questions??

Thank you for your kind attention

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