Corporate Governance Compliance Report

1. DECLARATION OF COMPLIANCE WITH PRINCIPLES OF CORPORATE GOVERNANCE 

Ayen Enerj, A.S. has completed works necessary for compliance with the principles of Corporate Governance required to be implemented under Communiqué No. 56, Serial No. IV, a communiqué implemented by the Capital Market Board since 2003, in 2012. To this end, it has amended its Articles of Association as necessary. Any principle by which our company is not required to abide was disclosed under Sections titled Shareholders, Public Disclosure and Transparency, Interest Holders, and the Board of Directors of our Report on Principles of Corporate Governance, and works necessary to comply with such principles shall continue within the limits of our ability depending on sector in which our company is operating, status of our company, and market conditions.

 

SECTION I - SHAREHOLDERS 

2. SHAREHOLDER RELATIONS UNIT 

In accordance with the Principles of Corporate Governance issued by the Capital Markets Board, “Partnership and Shareholder Relations Unit” was directly set up under the Board of Directors in 2012. The following persons were elected as responsible officials in the Unit:

 

Ahmet Alan                  -  0 312  445 04 64 /203      aalan@ayen.com.tr

Ahmet Gokhan Saygili  -  0 312  445 04 64/301       gokhans@ayen.com.tr 

Cenk Eren                   -  0 312  445 04 64/202         cenke@ayen.com.tr 

 

Activities carried out by the Unit include the following:

Ensuring that shareholders are able to exercise their shareholding rights; that the records concerning shareholders are kept in a sound, secure, and up to date manner,

Except for request related with undisclosed, confidential information on or commercial secrets of company, meeting written information requests of the shareholders regarding the Company,

Ensuring that the General Assembly meetings are held in compliance with the effective legislation and the Articles of Associations, preparing the documents that could be utilized by shareholders, keeping the records of voting results and ensuring that the reports related to such results are sent to the shareholders if requested,

Observing and monitoring of all matters related to public disclosure, including Legislation and the Company Disclosure Policy,

Performing all duties as directed by the Corporate Governance Committee,

Ensuring the company files material disclosures with the CMB to enable the public to access information on equal, fair, true, and transparent basis in accordance with applicable legislation and  material disclosure requirements, and 

Preparing list of Corporate Insiders; briefing corporate insiders on protection of corporate information and compliance with confidentiality requirements until material information, financial statements, and other incidents are disclosed, and taking necessary actions,

All written or oral requests received from our investors for information in 2012 have been satisfied in accordance with applicable legislation and requirements of the Public Disclosure Platform. No quantitative data were collected, as request for information were not received through a specific channel. Works regarding this matter have been underway.

Our company and officials of our company who hold such information protect existing and potential commercial secrets from unauthorised access by any third party in such a manner so that they cannot be accessible under normal conditions until they are made available to the public.

Pursuant to Article 16 of Communiqué Serial VIII No. 54 of the Capital Market Board, a “List of Corporate Insiders” is prepared and updated when any change occurs to the names who are authorised to access to sensitive information. The most recent version of the list has been submitted to CMB on 10.10.2012.

 

3. THE USE OF SHAREHOLDERS’ RIGHTS TO OBTAIN INFORMATION


Shareholders generally request information concerning the Company by telephone or e-mail. Information requests, that are not in the nature of trade secrets and are not within the context of those needed to be kept for the interest of the company, are answered by authorized officials orally and / or in writing. The situations, which will affect the usage of the rights for shareholding, have been announced to public with Material Disclosures on the Public Disclosure Platform (KAP). Written and / or verbal answers are given with Material Disclosures within the frame of the disclosures made to the public. 


The questions asked by the Shareholders in 2012 were generally about the operations of generation plants, annual generation and sales quantities, unit prices, stock performance, investments and progress in investments. Such information is published in website of the company under the title of Generation Units, Investments and Subsidiaries. Financial statements, annual reports, independent audit reports and Material Disclosures of the company from past to present are published on KAP’s and company’s websites and made available to shareholders for review. In addition to the above, records of proceedings of General Assembly of company are also made available on company’s website. 

The Articles of Association of company does not have a specific provision with respect to shareholders’ right to request appointment of an independent auditor, as this matter is set out in the Turkish Code of Commerce No. 6102. No request of this kind has been received from any shareholder of our company in 2012.

 

4. GENERAL ASSEMBLY

The Ordinary General Assembly of 2011 was held on 31st May 2012. Invitation for the General Assembly and all related information  together with agenda of the General Assembly were duly published in the Turkish Trade Registration Gazette No. 8065 dated 10.05.2012 as well as two national newspapers published on 10.05.2012 and were also sent to each registered shareholder in accordance with applicable laws and Articles of Association . Article 13 of the Articles of Association lays down the quorum for convention and resolution in general assemblies. Accordingly, general assemblies and the quorum for decision in such meetings are subject to the provisions of the Turkish Commercial Code (TCC). The participation of 50 % of Class A Shareholders is sought in general assemblies and the quorum for decision in such meetings. At the 2011 ordinary General Assembly, of all 17,104,230,000 outstanding shares of company, representing capital of TRL171,042,300, 14,545,024,175 shares equivalent of TRL 145,450,241.75 were represented in person and 1,640,925 shares equivalent of TRL16,409.25 were represented through proxy, and therefore quorum was 85.01%.  Requests were made to the Ministry of Energy and Natural Resources and to the Capital Market Board for the attendance of representatives thereof at the ordinary General Assembly, and representative of the Ministry of Energy and Natural Resources attended the General Assembly as an observer.  No media representative was present at the ordinary General Assembly.

 

Pursuant to Communiqué Serial IV No. 56 on Determination and Implementation of Principles of Corporate Governance issued by the Capital Market Board, a call for the ordinary General Assembly was made to our shareholders at least 3 weeks before the General Assembly by means of invitation published in the Trade Registration Gazette and in two national newspapers and through a material disclosure published at the Public Disclosure Platform’s and our company’s websites.  Required procedures and a format of power of attorney for participating in the meeting are indicated in the announcement text. The notice of meeting and the documents and information in relation to the matters to be deliberated in the meeting were published on the website of our company, and annual report of the financial year was made available at the head office of the company to our shareholders for review15 days prior to the General Assembly. The previous and new versions of Articles of Association approved by the Capital Market Board and Ministry of Customs and Trade and information on proposed independent directors were published on our corporate website, as the agenda of the General Assembly also included an amendment to the Articles of Association of Company.

 

Our shareholders are allowed to ask questions during the General meetings of our company both within and outside the meeting agenda. Authorities and the auditor are present at the meetings to answer the questions concerning technical matters as wells as financial statements. All members of the Board of Directors participate in the meetings in order to answer the questions to be directed towards the Company management. Motions by shareholders are included in the General meeting agenda and deliberated. The Chairman of Meeting Committee at the 2012 General Assembly asked all shareholders attending the General Assembly whether they had any question to ask regarding matters specified in the agenda, and he then stated in minute of proceedings of the General Assembly that no one wanted to make any further comment on the agenda. There was not any question, which could not be answered at the General Assembly, that the Investor Relation Units is required to reply in writing. During the General Assembly no shareholder had proposed any matter for discussion by the General Assembly.

Policy for corporate donations and supports, and cap for donations will be determined and submitted to the 2013 General Assembly for approval.

The extraordinary General Assembly for amending Article 3 ‘Purpose and Subject of Activities of the Company’ of Articles of Association of our company to incorporate an additional paragraph which reads “to carry out activities related to Geothermal Resources and Natural Mineral waters” convened on 08.10.2012 in order to comply with requirements of concerned public agency. Related amendment was adopted by the extraordinary General Assembly upon approval of the Capital Market Board and permission of the Ministry of Customs and Trade and also approved by the Preferential Shareholders’ Committee.

 

5. VOTING RIGHTS AND MINORITY RIGHTS 

Class A shares owned by founders of company enjoy voting privileges. A Class A shareholder has 1000 (thousand) voting rights per share (one share) that s/he has at the General Assembly while  a non Class A shareholder has one (1) voting right for one (1) share s/he has. 

Our company will submit the proposed amendment to Articles of Associations which was approved by the Capital Market Board and authorised by the Ministry of Customs and Trade and which will restrict number of votes granted to A Class shareholders to 15 (fifteen) to the 2012 ordinary General Assembly  of our company for approval.

None of the majority shareholders is an affiliate of our company. Articles of Association of our company do not have any provision regulating representation of minority interests in the management or cumulative voting rights granted to minority shareholders. Practises in accordance with applicable Capital Market legislation are voluntary. And therefore no cumulative voting is practised at any General Assembly of our company. 

Due to the need for some decisions to be made rapidly and difficulties in practice, minority shares are not represented in the management.

 

6. RIGHT TO DIVIDEND 

The profit payout policy of our Company is determined within the framework of the Turkish Commercial Code, the Capital Markets legislation, and the provisions of the Articles of Association, considering the liquidity state of our Company, the financing requirements of the investments being realized, and the capital subscriptions in affiliates. Whether or not the portion remaining after taxes and legal obligations as well as legal reserves are deducted from the Company profit will be distributed or the amount of such distribution is decided according to the aforementioned criteria and if a decision in the direction of distributing profits is taken, such distribution is realized by no later than the end of May.

It has been unanimously resolved, upon open voting, by the shareholders present at the ordinary General Assembly held on 31.05.2012 to distribute first and second dividend of total TRL35,000,000, including TRL13,323,849.03 out of TRL22,885,865.79, which is remainder of “Net Profit for Period” of 2011 in the amount of TRL23,587,121.00 as reported in the 2011 financial statements which were prepared in accordance with Communiqué Serial XI No. 29 of the Capital Market Board and audited by an independent auditing firm, less 5% of statutory first reserve of TRL701,255.21, as the first dividend, to set aside a statutory second reserve at rate of one eleventh from undistributed profits from undistributed retained earnings of TRL24,080,504.15, i.e. TRL2,403,353.18, and to distribute remainder sum in amount of TRL21,676,150.97 as second dividend.

Dividends for 2011 have been paid on 27.06.2012 (based on permission no. 17/588 dated 25.05.2012 granted by the Capital Market Board, as approval and permissions required from concerned authorities for amending the Articles of Association of Company in order to adopt the Articles to Communiqué Serial IV No. 56 of the CMB were not yet obtained in due time). 

7. TRANSFER OF SHARES

Even though there are no provisions restricting the transfer of shares in the Articles of Association of our Company, a resolution of the Board of Directors is sought for the transfer of registered shares.  Since the Turkish Code of Commerce No. 6102 stipulates that transfer of registered shares may not be required except for “important reasons”, the above-mentioned article of Articles of Association of company is now deleted from the Articles of Association by means of  “Proposed Amendment to Articles of Association”, which is drafted by the Board of Directors, approved by the Capital Market Board, and authorised by the Ministry of Customs and Trade”, to be submitted to the 2012 General Assembly, which will convene in 2013, for approval.

 

SECTION II – DISCLOSURES AND TRANSPARENCY 

8. COMPANY DISCLOSURE POLICY 

The disclosure policy of our company is based on the principle of materiality, excluding those statements determined with legislation. Statements made to public are primarily announced in Disclosures Platform on the website of the stock exchange and through the press, when necessary. Meetings are held with press organizations if requested and when required, without being based on certain period intervals. Information policies are determined by the Board of Directors until the time the Corporate Governance Committee is established. The “Partners and Shareholder Relations Unit” is responsible for the execution of the disclosure policy. 

 

Within the framework of the rules concerning Disclosure of Internal Information whose procedures were determined within the context of the Communiqué No.54, Series: VIII issued by the Capital Markets Board, our Company made an agreement with media tracking companies in order to provide for our shareholders and investors to gather more reliable information in a faster way pursuant to Article 18 of the Communiqué, where there are information and rumours whose content are different from the information which is material to affect the decisions of account owners and the value of Capital Markets instruments, which was disclosed and published by media organs and which was already disclosed by our Company in any way; and media organs and important websites as well as news agencies are continuously monitored.

Company prefers not to disclose any forecasts, which may affect decisions of investors and which are based on estimations, for the sake of interests of investors.

 

9. COMPANY WEBSITE AND CONTENTS 

The internet address of our Company is www.ayen.com.tr All information concerning our Company can be accessed to at this address. Our website includes the commercial registration information of our company, its Articles of Association, its shareholding and governance structure, annual reports, periodic financial statements and reports, financial statements additional to Provisional Tax Return, independent audit and auditor’s reports, generation and investment activities of the company, Material Disclosures, and the information concerning the affiliates.

Our Data Processing Directorate is working on compiling and publishing the answers to such questions and requests on the information concerning privileged shares, the final form of the Articles of Association of the Company along with the dates and numbers of commercial registration gazettes in which amendments were published, agendas of General Assembly meetings, lists of participants and minutes of meetings, the sample form for voting by proxy, important resolutions of the Board of Directors that might affect the values of capital markets instruments and information requests, questions and denunciations that reach the company under frequently asked questions along with the answers provided for them to be published. 

                                                                                                     

10.ANNUAL REPORT 

Interim reports prepared by the Board of Directors include Principles of Corporate Governance in so far as they are related to the reporting period. Annual reports have a separate section on Principles of Corporate Governance.

 

SECTION III – STAKEHOLDERS 

11. ANNOUNCEMENTS TO STAKEHOLDERS 

Regarding the stakeholders, our company provides necessary information and makes Material Disclosures both during company activities and disclosures within the framework of the Capital Markets Law, Turkish Commercial Code, Tax Laws and other related laws. Our company has adopted the principles of integrity, reliability and transparency in informing the stakeholders. Every opportunity has been provided in order to enable the stakeholders of our Company to obtain all kinds of information concerning our activities. It is possible to obtain all kinds of information regarding the activities of our Company both from the website and by telephone or e-mail or by coming to our Company in person and talking to the relevant person.

 

Any information may be obtained directly from the person in charge or “The Shareholding and Investor Relations Department” regarding the activities, financial position, targets and all other issues concerning the Company, except for the ones whose special situation have not been declared and announced to public. Besides, the annual report of our Company which is issued every year, is sent to all the persons of demand and published on our Company website.  

All recommendations and requests of the interest holders of our Company are evaluated by our Company management and the relevant persons are informed about the results of such evaluations. Although specific statistical data are not compiled on the matter, a large number of written and verbal information requests, which are received especially through the website of our company in 2012, have been met and answered except the ones having the nature of trade secret by being evaluated in accordance with Capital Markets legislation and within the framework of Material Disclosures and the explanations declared previously.

With regard to this matter, our Shareholder Relations Unit has been coordinating with the Corporate Governance Committee, which was established in 2012, to provide for any request for information from stakeholders.

12. STAKEHOLDER PARTICIPATION IN MANAGEMENT

Participation of stakeholders in management is not possible, since it might delay some decisions that should be taken swiftly and prevent Company activities. Neither the transparency policy of our Company, nor the transparency of its activities, and the simplicity of the Company affairs require the participation of stakeholders in management. Stakeholders are sufficiently informed of the activities of our company with the statements announced to the public, through the website of our Company and their personal participation in general assembly meetings; also their recommendations are taken into account by the management. Recommendations made to the Company management both during and outside general assembly meetings are examined with great care and due diligence and the relevant person is informed of the result.

 

13. HUMAN RESOURCES POLICY  

Human resources policies of our company are determined based on education, development, performance, skills, loyalty, and equality. These criteria constitute the basis for recruitment policies and career planning. Decisions that are taken related to the employees or the developments that concern them are notified to the employees or their representatives. 

Job descriptions and distribution as well as performance and reward criteria are determined by managers and announced to employees. 

Productivity and the above mentioned criteria that constitute the human resources policies are taken into account in the determination of salaries and other benefits granted to employees.

Safe work environment and conditions are provided for employees and such environment and conditions are continuously improved. Employees are not discriminated based on their race, religion, language and gender, human rights are respected, and the necessary measures are taken in order to protect the employees against physical, mental and emotional abuse within the Company. 

Providing a safe work environment in generation Units of our Company is one of the priorities of the company. In addition to the measures defined in occupational health and safety regulations; our employees are sent to training in authorized organizations.

 

14.  CODE OF ETHICS AND SOCIAL RESPONSIBILITY

The code of ethics established by the Board of Directors has been adopted by all company employees and the measures for compliance of such code of ethics have been taken by the Company. 

Company executives and employees may not use the confidential information that is not open to public in favor of themselves or others, may not provide information, disseminate news or make comments about the Company that are false, incorrect, misleading, or unsupported. The executives may not accept direct or indirect gifts related to the Company activities and obtain unfair benefits. Information belonging to the Company that is in the nature of trade secrets is confidential and may not be disclosed.

Our Company is keen on its social responsibilities. Regulations concerning the environment, consumers, and public health as well as ethical rules are respected. 

Within the framework of these rules, our Company has directed its investments towards renewable energy sources. Each of the investments belonging to our Company is environment friendly. Thus, our Company generates energy from natural and renewable energy sources that do not pollute the environment or damage the natural and historical texture of the geography. By generating energy from natural and renewable sources, our Company is both environment friendly and undertakes the mission of providing the economy with the natural resources of our country. 

No lawsuits have been filed against our Company for damaging the environment since its foundation. Environmental Impact Assessment reports are available for all investments of our Company. 

As a result of the importance and value it places on the environment, our Company has taken a forested land with an area of 1,505 decares in Ankara – Kizilcahamam under protection and provided our country, the forests of which are being continuously destroyed, with a valuable forest by planting hundred thousands of trees on this land.

Detail information is provided on our social responsibility projects in relevant sections of our annual reports. 

 

SECTION IV – BOARD OF DIRECTORS 

15. STRUCTURE AND FORMATION OF BOARD OF DIRECTORS 

The 2012 ordinary General Assembly, which convened in 2012, resolved to amend Articles 10 and 11 of Articles of Association of company pursuant to Communiqué (Serial No. IV, No. 56) on Determination and Implementation of Principles of Corporate Governance issued by the Capital Market Board, to increase the number of Directors to 7 (seven), and to appoint 2 (two) additional independent directors in addition to existing five (5) directors. 

The Board of Directors of our company is composed of 7 (seven) members selected by the General Assembly, including 5 (five) members nominated by Class A shareholders. 

Our company has 1 (one) female director.  

Except independent directors, all directors are managing directors. Information on qualifications, backgrounds, and terms of office of directors is provided in the Annual Report. 

Statements of Independence issued by Independent Directors are attached to the Report on Compliance with Principles of Corporate Governance. 

In principle, people with a high level of knowledge and skills, who are qualified, have a certain level of experience and background, and in addition, who are familiar with the energy sector and has knowledge of the energy market are nominated as candidates and elected as Board members. However, general principles with this regard are not included in the Articles of Association of the Company.

 

Even if it is not stated in the Articles of Association, the people nominated as Board of Directors’ candidates are selected among those who were not convicted of violating the Capital Markets law, the insurance law, the banking law, the law on the prevention of money laundering and the law on lending money and/ or who were not sentenced to heavy imprisonment or imprisonment for more than five years, except for negligent offenses, even if they were pardoned, or who were not convicted for disgraceful offenses such as embezzlement, extortion, peculation, bribery, theft, forgery, swindling, breach of trust, fraudulent bankruptcy, and smuggling other than smuggling for utilization and consumption; or for acting in conspiracy in official tenders and buying and selling transactions or disclosing state secrets, for tax evasion or attempting to or taking part in tax evasion. 

Those who are nominated as Board members are the people with the ability to read and analyze financial statements and reports, the basic knowledge on the legal regulations, to which the Company is subject both in its daily activities and long term transactions and issues, and the possibility and decisiveness to participate in all the meetings projected for the period they are elected in.

 

16. RULES FOR PROCEDURE OF BOARD OF DIRECTORS

Board of Directors’ meetings are held whenever necessary, rather than on a periodical basis. Since the members of the Board of Directors are often together, the procedure regarding the call for meeting is not applied and active participation in the meetings is achieved whenever necessary. The Board of Directors is informed in detail about the company activities during monthly performance meetings. 

Each director has 1 (one) voting right.

Resolutions are made by simple majority of directors. 

The Board of Directors has convened 32 times in 2012, all of directors have attended the meetings, and resolutions have been passed by unanimous vote. There was not any dissenting vote exercised in any meeting held by the Board of Directors in the 2012 financial year. In the 2012 financial year, there has not been any related party transaction or material transaction which needed to be submitted to the General Assembly for approval due to lack of approval by independent directors of the Board of Directors.

 

17. NUMBER, STRUCTURE, AND INDEPENDENCE OF COMMITTEES SET UP UNDER THE BOARD OF DIRECTORS

The Board of Directors has convened on 06.07.2012 and resolved to establish an Audit Committee and a Corporate Governance Committee within the Board of Directors pursuant to the Communiqué (Serial No. IV, No. 56) on Determination and Implementation of Principles of Corporate Governance issued by the Capital Market Board. Accordingly members of the committees are as follows

Audit Committee:

Kadir Nejat Unlu           Chairman (Independent Director)

Metin Bostancioglu       Member   (Independent Director),

Corporate Governance Committee:

Metin Bostancioglu       Chairman (Independent Director)

Mehmet Aydiner            Member       (Director)

Turgut Aydiner              Member       (Director)

Corporate Governance Committee shall also perform the duties incident to Committee for Early Detection of Risks, Nomination Committee, and Remuneration Committee.

Principles set out in the Communiqué have been adopted as the working procedure and principles of the Committee. Audit Committee has convened to discuss submission of financial statements, which were prepared by our company for the period between June 2012 and September 2012 in accordance with Communiqué Serial XI No. 29 of the Capital Market Board, and Annual Report prepared by the Board of Directors for approval, and Financial Statements and Annul Report have been disclosed through the Public Disclosure Platform upon approval.

 

18. RISK MANAGEMENT AND INTERNAL CONTROL MECHANISM  

Since our Company engages in energy generation, it is subject to the legislation and regulations of the Ministry of Energy and Natural Resources and the Energy Market Regulatory Authority in terms of its activities. In addition, enterprises with license are subject to independent auditing by the Energy Market Board.

 

The Board of Directors has convened on 06.07.2012 and resolved to establish a Corporate Governance Committee within the Board of Directors pursuant to the Communiqué (Serial No. IV, No. 56) on Determination and Implementation of Corporate Governance Principles issued by the Capital Market Board. It has been also resolved that this Committee would also perform the duties incident to Committee for Early Detection of Risks. 

The activities that this Committee has carried out in the reporting period are described in Report on Principles of Corporate Governance.

Details of management of existing risks identified throughout the Group are as follows: 

• Operational risks 

- Client Risks

Camlica I HEPP and Yamula HEPP sell whole of the generated electricity to Turkiye Elektrik Ticaret ve Taahhut A.S. (TETAS). TETAS has provided a purchase guarantee for electricity generated by the Group. 

Electricity purchase price, which shall be converted at the FX rate applicable on date of payment, is collected in 30 days following date of delivery thereby maintaining a steady cash flow. 

The electricity purchases prices for the electricity sold by Ostim Natural Gas PP, Akbuk WPP, Aksu WPP, and Buyukduz HEPP are determined on the basis of prices set in accordance with the Electricity Market Balancing Settlement Regulation (DUY). Related invoice is paid in 7 business days of delivery by the Market Operator (PMUM) of the invoice. The amount of delay penalty is determined in accordance with the delay penalty clause set out by PMUM and is collected against an invoice. 

In addition, electricity is sold to large customers under bi-lateral agreements. The purchase price is set by negotiation on the basis of TEDAS’s tariffs combined with a specified discount rate. The average   collection period is 15 days. Risks are minimised through letters of guarantee and similar other instruments. There is a guarantee of purchase of electricity for 7.3 $/cent per kWh generated for a period of 10 (ten) years starting from commercial operation of wind power plants utilising renewable energy resources to generate electricity in accordance with Law No. 5346. Group also takes this into account when entering into a supply agreement with its customers. 

- Product related risks (e.g. supply, generation, distribution and logistics, sales, quality, etc.) 

Concerned governmental agencies and distribution companies are responsible for ensuring security of supply of electric energy. 

- Risk resulted from external factors (i.e. competition risk)

Our Group has a unit to maintain our competitive edge and to perform price analysis. Credibility of any potential client is analysed, and supply agreement is made on the basis of risk classification. This way we aim to create a long-term relationship with our clients where we can maintain our competitive edge.

 

19. STRATEGIC GOALS 

The mission of our Company is “to undertake duties in the new energy investments that are required to be realized in our country and to finalize such undertaken duty with success”, and its vision is “to convert natural and renewable sources into energy and bring them for the country’s economy.”

 

The strategic objectives, which are set forth as a result of attentive and meticulous works performed by our project team, working within the framework of this mission of our company and submitted to the management in the form of a report, are separately examined by the Board of Directors, in terms of all their aspects and approval is given for those that are found appropriate to be put in practice. The projects implemented are subjected to monthly performance evaluations and analyses on the targeted and actual generation, cost, profitability, and liquidity are realized.

 

20. REMUNERATION OF DIRECTORS

Guidelines for remuneration of Directors and executives of our company were determined and submitted to the 2011 ordinary General Assembly which convened on 31.05.2012 and approved by them. 

Our company has not lent any money or extended loan to any Director or Executive of our company. 

 Benefits provided to Executives in the 2012 financial year are stated in notes to the Consolidated Financial Statements, which were prepared in accordance with Communiqué Serial XI No. 29 and audited by an independent auditing firm. 

Except for independent directors, none of our directors are paid for their duty as a director.

 

20.1- Remuneration Policy for Directors and Executives of Ayen Enerji A.S.

1. Purpose 

This document describes remuneration policy for Directors and executives of Ayen Enerji A.S. within the framework of regulations set out by the Capital Market Board. 

2. Guidelines for Remuneration of Directors 

The General Assembly determines amount of remuneration to be paid to Directors and approves payment decision. The General Assembly may resolve to not decide any remuneration for Directors, except for independent directors. No performance-based payment scheme shall apply for remuneration to be set by non-independent Directors. 

The General Assembly shall determine amount of remuneration to be paid to independent directors in a manner to ensure their independency. No performance-based or stock option-based remuneration method shall apply for remuneration to be paid to independent directors. 

3. Guidelines for Remuneration of Executives 

Remuneration to be paid to Executives shall be fixed and be determined on the basis of executive’s fitness for his/her position in terms of his/her level of knowledge and experience, his/her experience, and his/her performance in delivering vision, mission, strategic goals, and helping the shareholders achieve their common goals. 

Remuneration of executives and non-director committee members is determined by our Corporate Governance Committee in accordance with remuneration guidelines and approved by the Board of Directors. 

Based on this remuneration policy, our company may not lend any money or extend any loan to any Director and Executive of our company, nor may allow any Director and Executive get any personal loan through any third person or give any collateral in favour of them, such as personal guarantee.