REGULATION ON ESTABLISHMENT, DUTY, AND OPERATIONAL PROCEDURES AND PRINCIPLES
Aim, Scope, Basis and Definitions
Article 1– This regulation aims to specify the rules on establishment, duty, and operational procedures and principles of Donation, Communication and Fund Raising Commission to be established by the Board of Directors within the framework of Article 34 of the Charter.
Article 2- This regulation includes the rules to be based on establishment of Donation, Communication and Fund Raising Commission, the duty and functions of the Commission, and operational procedures and principles thereof.
Article 3- The basis of this Regulation is Articles 34, 40 and 56 of the Charter.
Article 4 – The following terms in this Regulation shall have the following meanings:
Society means Darüşşafaka Society;
Charter means the Charter of Darüşşafaka Society;
Board of Directors means the Board of Directors of Darüşşafaka Society;
Chairman of the Board of Directors means the Chairman of the Board of Directors of Darüşşafaka Society;
Commission means the Auditing Commission of Darüşşafaka Society;
Secretariat General means the Secretariat General of Darüşşafaka Society;
Secretary General means the Secretary General of Darüşşafaka Society.
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 is to provide auditing for every kind of operations and activities of the Society in the most qualified way by making observations in terms of functionality and efficiency of the accounting system, financial reporting, disclosure of financial information to the public, independent auditing and internal auditing system of the Society, and to assist the Board of Directors for establishing a strategy and policy in terms of these objectives 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 accounting system and financial reporting, internal auditing and external independent auditing system, conformity, reporting and other issues are specified in detail as follows within the framework of the function and aim stated in Article 5 of this Regulation.
6.01- ensures that the accuracy of financial statements of the Society and conformity of the accounting principles, applied in the Society, to the legislation are investigated and assesses the reports drawn up for this purpose.
6.02- examines the financial statements to be submitted to the General Assembly and to be disclosed to the public, and checks the information thereby whether they are in compliance with the information obtained by the Commission. In addition, examines and identifies important differences of opinions during the draw-up of financial statements including regulative modifications on accounting and reporting.
6.03- reviews legal issues on important accounting and reporting activities and that will financially impact the Society, and investigates the reflections of these on the financial statements.
6.04- draws up the “Risk-Based Internal Auditing Plan and the Principles of Implementation” and submits it to the approval of the Board of Directors. The first plan shall be drawn up to include fifteen months of the period between 01.10.2012 and 31.12.2013, and in the subsequent periods, the plan shall base on the financial year. The next year’s plan is submitted to the approval of the Board of Directors in September of that year at the latest. In addition, the commission follows up the implementation of this plan and quarterly informs the Board of Directors about the results, opinions and recommendations.
6.05- assesses opinions and actions of the management with findings and recommendations of the internal auditing unit and independent external auditor on financial reporting.
6.06- takes necessary precautions for internal audit activity to be conducted effectively, sufficiently and transparently.
6.07- reviews efforts on internal auditing and organizational structure of internal auditing by periodically meeting with the officers of internal auditing department of the Society as well as the officers of outsourcing expert organizations. The Commission also examines and specifies issues such as defining authorities and responsibilities of internal auditing department pursuant to the provisions of the related legislation and the Charter of the Society, setting internal auditing processes in writing and efficiency of the current internal auditing within the framework of the principle of impartiality. The commission submits its opinions and recommendations to the Board of Directors for these purposes. The Commission thereby contributes to creation and development of a sound internal auditing infrastructure.
6.08- examines internal auditing reports issued by internal auditing department and outsourcing expert organizations. The commission periodically assesses the actions and progresses thereof, which are decided by the Secretariat General, and submits its opinions and recommendations to the Board of Directors in writing.
6.09- specifies the topics and headings that require assignment of internal auditing organizations and offers to the Board of Directors.
6.10- assesses the choice of independent auditing organizations, which will audit financial statements of the Society and the scope of the services for this purpose, in cooperation with Secretariat General, and the officers of the Internal Auditing Department. The Commission submits its final opinions to the Board of Directors in this regard.
6.11- meets with independent auditors and discusses the efficiency and related issues of internal auditing system. The commission assesses the situation. Within the framework of auditing standards that are generally recognized, makes assessments in all issues communicated to the Commission by the independent auditors and submits its final opinions to the Board of Directors.
6.12- assesses the report drawn up by independent auditing organizations. The Commission provides its final opinion on the actions that are necessary to be taken in this regard to the management. In addition, the Commission periodically assesses progress reports of the actions decided by the Secretariat General and submits its opinions to the Board of Directors in writing.
6.13- reviews the results of the inspections made by official authorities.
6.14- provides periodical information on legal issues (such as compliance with legal legislation, current or possible lawsuits for and against the Society, and other similar legal issues), which will significantly impact the Society, from the Department of Financial and Legal Affairs and submits its opinions to the Board of Directors in this regard.
6.15- specifies the methods and criteria that will be applied in review and finalization of complaints that are made to the Society on accounting, internal auditing system and independent auditing, and assessment of personnel’s notifications on corporate accounting and independent auditing within the framework of the principle of confidentiality.
6.16- may follow up a special investigation within the knowledge of the Chairman of the Board of Directors, when necessary. In addition, the Commission annually assesses whether all responsibilities stated in the Charter of the Society are fulfilled.
6.17- may consult independent experts or advisors in related necessary issues as regards to the activities upon approval of the Board of Directors. In such a case, the costs for expert or advisory services shall be covered by the Society.
6.19- 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.
Establishment and Operational Principles of the Commission
Establishment of the Commission
Article 7- The commission is composed of three people elected among the members of the Society, at least one of which is a member of the Board of Directors.
The Board of Directors duly elects the members of the Commission according to 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 by majority of votes among the members of the Commission.
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, is delivered to the members of the Commission by the secretariat. The secretariat of the Board of Directors is responsible for regularly keeping the minutes of the meeting and final decisions, delivering them to the Board of Directors and keeping the minute book.
The secretariat of the Board of Directors is responsible for regularly keeping the minutes of the meeting and final decisions, delivering them to the Board of Directors and keeping the minute book.
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.
Article 13- This Regulation has been acknowledged upon the decision of the Board of Directors dated 16.10.2012 and numbered 58.
Auditing Commission Members
- Oğuz Güleç (President)
- Bülent Topbaş
- Erman Süsler
- Beşir Özmen
- Cem Şipal
- Hakan Tahiroğlu