Asset Management Commission

DARÜŞŞAFAKA SOCIETY
ASSET MANAGEMENT COMMISSION
REGULATION ON ESTABLISHMENT, DUTY, AND OPERATIONAL PROCEDURES AND PRINCIPLES 

SECTION ONE
Aim, Scope, Basis and Definitions

Aim
Article 1–
This regulation aims to specify the rules on establishment, duty, and operational procedures and principles of the Asset Management Commission to be established by the Board of Directors within the framework of Article 34 of the Charter.

Scope
Article 2-
This regulation includes the rules to be based on establishment of the Asset Management Commission, the duty and functions of the Commission, and operational procedures and principles thereof.

Basis
Article 3-
The basis of this Regulation is Articles 34, 40 and 56 of the Charter.

Definitions
Article 4 –
The following terms in this Regulation shall have the following meanings:

Society means Darüşşafaka Society;
Board of Directors means the Board of Directors of Darüşşafaka Society;
Commission means the Asset Management Commission of Darüşşafaka Society;
Secretariat General means the Secretariat General of Darüşşafaka Society;
Secretary General means the Secretary General of Darüşşafaka Society;
Department means the relevant Departments of Construction and Real Estate/ Financial Affairs / Purchase;

Deputy of Secretary General means the Deputy Director General in charge of the relevant Departments of Construction and Real Estate/ Financial Affairs / Purchase;
Commercial Enterprise means the Commercial Enterprises of Darüşşafaka Society;
Subsidiary Foundation means the Foundations where the Board of Directors of the Society or several members of the Board of Directors are involved in the management of the Foundation.

SECTION TWO
Aim and Function – Authority and Duties of the Commission

Aim and Function of the Commission
Article 5-
The function and aim of the Commission established within the framework of Article 34 and 45 of the Charter can be listed as follows: (i) to make observations in terms of functionality and efficiency of every kind of assets and obligations of the Society; (ii) to identify the deficiencies that restrain achieving the objectives and make recommendations on enhancement; (iii) to specify new methods for increasing the potential and bringing new initiatives in asset management and evaluation; and to assist the Board of Directors for establishing a strategy and policy in terms of obtaining the ultimate efficiency in asset management by coming up with results and recommendations on the efforts for all of these purposes. 

Authority and Duties of the Commission 
Article 6-
The authorities and duties of the Commission in terms of following up the function and efficiency of cash, movable and immovable assets of the Society, following up debt management, identification of the deficiencies, specifying the methods that will increase the potential and bring new initiatives in asset management and evaluation are specified in detail as follows within the framework of the function and aim stated in Article 5 of this Regulation. 

The Commission;
6.01- examines information and documents provided in monthly periods by the Deputy Secretary General on the rate of turnover of cash assets, receivable-payable status and cash flow of the next month of the Society, and monthly informs the Board of Directors on its opinions and recommendations in this regard. 

6.02- draws up submits to the approval of the Board of Directors, quarterly, approved bank lists by taking into consideration bank grading notes and results of working with the Society with regard to disposing the cash as repo or bank deposit for the reason of requirements of the Society or as surplus bank deposit according to Asset Management Regulation;

6.03- audits information and documents for repo, bank deposit, foreign currency purchase and sales transactions that are made by collection of offers from the banks presented quarterly by the related Deputy Secretary General, and submits the report quarterly to the Board of Directors in this regard.

6.04- submits quarterly to the Board of Directors the “Debt Management Report” containing its recommendations on debt structuring in the most proper way by taking into account the business capital of the end of the previous period and the predictable cash flow and interest rates of the next period for information and approval.

6.05- examines and makes necessary evaluations on the report to be submitted annually to the Board of Directors by the Head of the Commission of Leasing Estimation and Lease Transactions of Darüşşafaka Society within January with regard to fair values of the entire immovable of the Society, mutual appreciation of rental fees and the developments that may influence the value of immovable properties. The Commission specifies recommendations for solutions with regard to the developments that may influence the value of immovable properties. In addition, the Commission prepares recommendations on necessary modifications to be made on appreciation methods of these immovable properties. The report of the Commission is submitted to the Board of Directors together with the report to be submitted to the Board of Directors by the Head of the Commission of Leasing Estimation and Lease Transactions of Darüşşafaka Society.

6.06- provides written opinion on the recommendation to be made to the Board of Directors by the Secretary General with regard to sales or leasing of the immovable property if estimated monthly rental fee and/ or estimated sales price of a new immovable property of the Society is higher than the amount stated in Asset Management Regulation. The offer of the Secretary General is submitted to the Board of Directors for decision together with the opinion of the Commission. 

6.07- assesses the recommendation of the Secretary General evaluating the property holding of the Society by will or donation and notifies its final opinion on compliance of the recommendations in writing. The recommendation of the Secretary General is submitted to the Board of Directors together with the opinion and recommendations of the Commission. 

6.08- examines the report that is annually drawn up by the Secretary General within March on the property holdings of the Society, which are currently kept and acquired by donation or will, transactions with regard to the property holdings within the recent year and could not be appraised despite the precautions taken therefrom, and makes necessary evaluations. The Secretary General submits this report to the Board of Directors within April together with the opinions and recommendations of the Commission. 

6.09- evaluates the efforts put by the related departments with regard to asset management. The Commission submits its recommendations to the Secretary General and the Board of Directors on new initiatives to be brought for developing these efforts and more efficient asset management.

6.10- evaluates the achievements in line with the objectives of asset management efforts of the related departments. If the objectives fall behind the budget, the Commission submits its opinions and recommendations on necessary actions to be made for achieving the budget objectives once in a month to the Secretariat General and the Board of Directors. 

6.11- The decisions of the Commission are recommendations to the Board of Directors, and the Board of Directors is the final decision-maker in all matters.

SECTION THREE
Establishment and Operational Principles of the Commission

Establishment of the Commission
Article 7-
The commission is composed of three people to be elected among the members of the Society, of which at least one member is a member of the Board of Directors. 

The members are elected according to the procedure stated in Article 34 of the Charter.

The Chairman of the Board of Directors may attend the meeting of the Commission if he/she finds it necessary. The Secretary General may also attend the meeting of the Commission upon an invitation of the Head of the Commission if it is necessary in terms of the Commission’s agenda.

Article 8- The services of the members of the Commission are provided voluntarily, and the term of the membership is specified by the Board of Directors.
 
Operational Principles of the Commission
Article 9-
The Head of the Commission is elected among the members of the Commission by majority of votes. 
 
Article 10- The Commission meets at least once in a month. 
The Chairman of the Board of Directors may call Commission for a meeting ex officio in terms of a special agenda, when necessary. 

The decisions of the Commission are made by majority of votes. The decisions taken at the meeting are recorded in the minute book of the Commission. 

The Head of the Commission ensures that minutes of the meeting are regularly kept by the secretariat for the purpose of providing comprehensive information on the assessments made in the meetings of the Board of Directors. The minutes of the meeting and final opinions are submitted to the Board of Directors after being approved by all members of the Commission. 
 
Article 11- The secretariat of the Board of Directors executes the Commission’s secretariat. At least three days before the meeting, the agenda of the meeting, drawn up by the Head of the Commission are delivered to the members of the Commission by secretariat. The secretariat of the Board of Directors is responsible for regularly keeping minutes of the meeting and final decisions, delivering them to the Board of Directors and keeping the minute book. 

SECTION FOUR
Final Provisions 

Provisions that are not stipulated in the Regulation
Article 12-
The Board of Directors is the authorized decision-making body for circumstances that are not stipulated in this Regulation. 
 
Enforcement
Article 13-
This Regulation has been acknowledged upon the decision of the Board of Directors dated 16.10.2012 and numbered 58.