Independent Board Member

Independent Board Member

According to the Capital Markets Law and Board’s Corporate Governance Principles, companies has to have an independent board member with 3 of total number of members. In other words 2 of 5 people on the board must be independent members.

Those who carries the following criteria are considered as “Independent members”;

a (As amended Serial: IV, No: 60 with Communiqué No.) Those who do not have any capital or important nature of commercial relationship with the company and not associated legal entities and himself, his wife and second degree blood affinity relatives who are directly or indirectly related %5 or more of shareholders of the management among the last five years or not participated any important duties and responsibilities in managerial positions.
b) Those who didn’t act as Board of member and didn’t participate in execution and operation of the company in all portions and didn’t involve scaling up, counseling, agreements framework for the last five years.
c) Those who didn’t act as Board of member, employee, shareholder to the companies that provides products and services to the company within the last five years.
d) Shareholders who own shares in the capital not more then %1 and not given privileges for the shares.
e) Those who act as Independent Board member should have enough knowledge, vocational traning and experience to fulfill the undertaken duties.
f) (Different. Serial: IV, No: 60 with Communiqué No.) Accordance with the regulations, after being elected, Independent member should not be working full-time in public institutions and organisations excluding universty faculties.
g) According to the Income Tax Act be considered as established in Turkey.
h) In order to contribute positively to the Company’s operations, those who are considered as  independent members should have strong ethical standards, professional reputation and experience to maintain the neutrality in conflicts of interest between partners and decide freely for taking in to account the rights of stakeholders.
i) (Oct Serial: IV, No: 57 with Communiqué No.) Independent members should be able to take time to work and fulfill the requirements of the company, keep track of activities and function as a full-time.
Nominating Commitee evaluates the candidates’s Independent Member criteria by taking in to account issues and submits an assessment report for accession bids including shareholders, management and Independent candidates to Board of Members for approval.

Based on that information, Dalfin presents the most suitable Independent Board members candidates to the Nominating Commitee, enriches your Board of Members and allows you to expand your field of action by making it easier to make the right decision.  

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