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8/2/2019 CG-Sunum TURKCELL
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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?
General Information About Turkcell
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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
General Information About Turkcell
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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
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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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II. Public Disclosure and
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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II. Public Disclosure and
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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III. Stakeholders(Contd)
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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III. Stakeholders(Contd)
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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III. Stakeholders(Contd)
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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III. Stakeholders(Contd)
-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