Corporate Governance Commission

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DARÜŞŞAFAKA SOCIETY
CORPORATE 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 Corporate 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 Corporate 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;
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 Corporate Management Commission of Darüşşafaka Society;
Secretariat General means the Secretariat General of Darüşşafaka Society;
Secretary General means the Secretary General of Darüşşafaka Society.

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 corporate management principles for providing compliance of all transactions and activities of the Society with the corporate management principles in the most effective way; (ii) to ensure that every kind of transactions and activities of the Society complies with the corporate management principles  in the most effective way by submitting the results and recommendations on these deficiencies and enhancement efforts thereon to the Board of Directors; and (iii) 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 compliance with the corporate management principles, management control, declarations to be made in public, compliance with internal regulations, human resources policy, organizational specifications of the Board of Directors and hedging 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- makes recommendations for developing corporate management principles and ensuring their adoption and implementation in all units and activities of the Society;
6.02- identifies whether corporate management principles are implemented, and if not, the reasons thereof and the conflict of interest that arise from non-compliance of the principles, and submits its recommendations for this purpose;
6.03- evaluates whether the importance and benefits of sharing good management implementations with the employees of the Society and whether a effective and efficient “Corporate Magnagement Culture” is nested in the Society; 
6.04- submits its final recommendations to the Board of Directors on good functioning infrastructure in terms of management implementations for increasing performance, establishment of an understanding and adoption thereof by the employees and being supported by the management in the Society; 
6.05- puts efforts for identifying and specifying the risks that may endanger the existence, development and continuity of the Society, implementing necessary precautions with regard to the risks and managing risks; 
6.06- reviews the “Risk Management Systems” at least once in a year;
6.07- makes evaluation on annual corporate management of the Board of Directors and submits its recommendations to the Board of Directors for this purpose;
6.08- makes recommendations on the policies and strategies for specifying the qualifications of the members of the Board of Directors, number of members of the Board and eligible candidates;
6.09- makes recommendations on function, structure and efficiency of the Board of Directors and the commissions thereof as regards to the corporate management; 
6.10- supports the efforts on compliance with ethical principles of the Society; 
6.11- makes recommendations to the Board of Directors on policies of human resources that should be implemented in the Society and informs the Board of Directors for this purpose by following up the implementation thereon; 
6.12- reviews the activity report to be declared in public. The Commission identifies whether the information to be declared in the activity report accurately and properly complies with the information obtained by the Commission;
6.13- develops recommendations, which ensure that the declarations to be made in public shall comply with the legislation and information policy of the Society;
6.14- examines whether all regulations of the Society are recorded in writing and announced to all employees. In addition, the Commission checks whether the management informs all employees about current written internal regulations as well as acceptable and ethical conducts.
6.15- evaluates the efforts on following up compliance with the internal regulations, and informs the Board of Directors on final recommendations in connection with the deficiencies and enhancement efforts;
6.16- examines current regulations of the Society, and submits its opinions and recommendations to the Board of Directors on necessary modifications;
6.17- reviews the Charter of the Society annually and when required, makes evaluations on related legislation and the developments all around the world for this purpose, and submits its final recommendations to the Board of Directors on necessary modifications; 
6.18- reviews results of the investigation conducted by official authorities in terms of compliance with corporate management; 
6.19- obtains periodical information on risks and legal issues (compliance with the legislation, current and possible lawsuits for and against the Society and similar legal issues) that will considerably influence all units of the Society, and submits its final recommendations to the Board of Directors on these issues;
6.20- examines the complaints delivered to the Society with regard to non-compliance with good management principles, ensures that these complaints are brought to a conclusion, and delivers the complaints and notifications to the Board of Directors within the framework of the principle of confidentiality;
6.21- 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.  
 
6.22- 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. 
 
6.23- 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. 

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 three months. 
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.

Corporate Governance Commission Members

  1. Ahmet Erelçin (President)
  2. Celal Çağlar
  3. Kerim Rota
  4. Serpil Tunçer
  5. Sevhan Gök Kahya