• Corporate Governance Committee Rules
  • Audit Committee Rules
  • Risk Early Detection Committee Rules

PROCEDURES AND PRINCIPLES OF THE CORPORATE GOVERNANCE COMMITTEE

1. Establishment:
Pursuant to the Communiqué on the Determination and Implementation of Corporate Governance Principles by the Capital Markets Board (Series: IV, No: 56), the Corporate Governance Committee was established by the Board of Directors’ resolution dated 15.09.2014. In accordance with the same communiqué, the working procedures and principles of the committee were determined by Board Resolution No. 15.

2. Purpose and Duties:
The Corporate Governance Committee monitors the implementation of corporate governance principles within the Company. If principles are not fully applied, the committee identifies the reasons and any conflicts of interest arising from non-compliance, and provides recommendations to the Board of Directors to improve corporate governance practices. The committee also oversees the activities of the shareholder relations unit. Annually, the committee prepares a report on the implementation of Corporate Governance Principles, which is disclosed to the public alongside the publication of the annual financial statements.

3. Committee Structure:
The scope of duties, working principles, and membership of committees are determined by the Board of Directors and disclosed on the Public Disclosure Platform (KAP). The committee shall consist of at least 2 members. At this stage, only the committee chairman is selected from the independent members of the Board. If the committee consists of 2 members, all members shall be independent; if more than 2, the majority shall be non-executive Board members.

4. Working Method:
The committee meets at least four times a year, i.e., once every three months, at a location most convenient for committee members. The committee may invite any executive deemed necessary to attend its meetings. Decisions are made by the committee with the full participation if there are 2 members, or by a simple majority if there are more members. Meeting minutes are documented in writing and submitted to the Board of Directors. Minutes shall include the meeting date, topics discussed, and decisions taken. The minutes serve as recommendations; the final decision authority rests with the Board of Directors.

5. Enforcement:
The working procedures and principles of the Corporate Governance Committee are established and regulated by the Board of Directors. These Procedures and Principles came into effect with the Board Resolution No. 15 dated 15.09.2014.

PROCEDURES AND PRINCIPLES OF THE AUDIT COMMITTEE

1. Establishment:
Pursuant to the Communiqué on the Determination and Implementation of Corporate Governance Principles by the Capital Markets Board (Series: IV, No: 56), the Audit Committee was established by the Board of Directors’ resolution dated 15.09.2014. In accordance with the same communiqué, the working procedures and principles of the committee were determined by Board Resolution No. 15.

2. Purpose and Duties:
The primary duties of the committee include monitoring, on behalf of the Board of Directors, the effectiveness and adequacy of internal control, risk management, and internal audit systems, as well as the operation of accounting and reporting systems and the integrity of the information produced. The committee performs preliminary evaluations for the selection of independent audit firms and independent auditors by the Board of Directors, regularly monitors the activities of the selected independent audit firms, and supervises the disclosure of financial information and company announcements to the public.

3. Committee Structure:
The scope of duties, working principles, and membership of committees are determined by the Board of Directors and disclosed on the Public Disclosure Platform (KAP). The committee shall consist of at least 2 members, selected from among the Board of Directors. At this stage, only independent Board members are eligible for selection.

4. Working Method:
The committee meets at least four times a year, i.e., once every three months, at a location most convenient for committee members. The committee may invite any executive deemed necessary to attend its meetings. Decisions are made by the committee with the full participation if there are 2 members, or by a simple majority if there are more members. Meeting minutes are documented in writing and submitted to the Board of Directors. Minutes shall include the meeting date, topics discussed, and decisions taken. The minutes serve as recommendations; the final decision authority rests with the Board of Directors.

5. Enforcement:
The working procedures and principles of the Audit Committee are established and regulated by the Board of Directors. These Procedures and Principles came into effect with the Board Resolution No. 15 dated 15.09.2014.

PROCEDURES AND PRINCIPLES OF THE EARLY DETECTION OF RISK COMMITTEE

I. Purpose and Scope
Article 1 – The purpose of this regulation is to define the duties and working principles of the Early Detection of Risk Committee (the “Committee”) to be established by the Board of Directors of Metemtur Otelcilik ve Turizm İşletmeleri A.Ş. (the “Company”). Operating under the Board of Directors, the Committee’s objective is to identify, define, assess, prioritize, monitor, and review strategic, financial, operational, and other risks and opportunities that may affect the Company’s activities. It also aims to ensure that these risks and opportunities are managed, reported, and considered in decision-making in alignment with the Company’s risk profile and appetite, providing recommendations and advice to the Board of Directors.

II. Legal Basis
Article 2 – This document has been prepared in accordance with the Turkish Commercial Code, Capital Markets Legislation, and the provisions and principles set forth in the Corporate Governance Principles announced by the Capital Markets Board.

III. Authority and Scope
Article 3 – The Early Detection of Risk Committee shall:

  • Identify, evaluate, monitor, and manage risk factors and opportunities that may affect the achievement of the Company’s objectives within the framework of the Corporate Risk Management (“CRM”) approach, and establish effective internal control systems;
  • Ensure the integration of risk management and internal control systems into the Company’s corporate structure and monitor their effectiveness;
  • Measure, report, and utilize risk factors and opportunities through proper controls within the Company’s risk management and internal control systems.

The Committee acts within its authority and responsibility and provides recommendations to the Board of Directors, while the ultimate decision-making responsibility remains with the Board.

IV. Organization

Establishment
Article 4 – The Committee is established and authorized by the Board of Directors. Experts with experience in accounting, finance, audit, legal, management, and other relevant fields may serve on the Committee. The Committee may utilize independent expert opinions as needed regarding its activities. The costs of any advisory services required by the Committee are covered by the Company. The Committee’s term aligns with the term of the Board of Directors.

The Committee acts within its authority and responsibility and provides recommendations to the Board; however, the Committee’s duties do not relieve the Board of Directors of its responsibilities under the Turkish Commercial Code.

The Committee is reappointed at the first Board of Directors meeting following the Ordinary General Assembly each year.

Membership
Article 5 – The Committee shall consist of at least two members, the majority of whom shall be selected from among the Board of Directors. The Chairman of the Committee shall be elected from independent Board members.

Committee Meetings
Article 6 – The Committee shall meet at the Company headquarters at least six times a year, i.e., once every two months, and decisions are made unanimously by attendees.

Decisions taken in Committee meetings are documented in writing, signed by Committee members, and securely retained. The Committee presents its findings and recommendations to the Board of Directors in a report.

V. Duties and Responsibilities
Article 7 – The Committee shall:

  • Work to identify risks that may endanger the Company’s existence, growth, or continuity, ensure necessary measures are taken, and manage identified risks;
  • Review risk management systems at least once a year;
  • Determine, implement, and ensure compliance with risk management policies and procedures based on the Company’s risk management strategies and Board guidance;
  • Participate in the design, selection, implementation, and preliminary approval of risk measurement models, review models regularly, and conduct scenario analyses for necessary adjustments;
  • Request information, opinions, and reports from relevant units when necessary to ensure effective risk monitoring;
  • Review risks disclosed in financial statements and annual activity reports prepared in accordance with Capital Markets Board-approved financial reporting standards.

The Committee reports its activities and recommendations to the Board of Directors every two months.

VI. Budget
Article 8 – All necessary resources and support for the Committee to perform its duties shall be provided by the Board of Directors.

VII. Enforcement
Article 9 – This regulation and any amendments regarding the duties and working principles of the Committee shall come into effect by Board of Directors resolution.