Investor Relations
![](https://www.derluks.com.tr/wp-content/uploads/subheader.jpg)
WORKING PRINCIPLES OF COMMITTEES
Establishment:
Committees have been established by the Board of Directors resolution no 2019/24 dated 10.05.2019 in accordance with the Capital Market Legislation.
Purpose:
Committees are established in order to the board of directors to fulfil their duties in a healthy way.
Structure of the Committees:
The fields of activity, working principles and members of the committees are determined by the board of directors and disclosed to the public. All members of the Audit Committee and the chairmen of other committees are elected from among independent board members. The chief executive officer/general manager or any executive board member cannot take part in the committees. Personnel or consultants who are experts in their fields can be members of the committees.
The formation of these committees, their areas of duty, working principles and the members to be composed are determined by the Board of Directors and disclosed to the public in accordance with the Capital Market Corporate Governance Principles and the principles set out in the relevant legislation. There are five committees: Early Detection of Risk, Corporate Governance, Audit, Nomination and Remuneration Committees. However, a separate nomination committee and remuneration committee cannot be established due to the structure of the board of directors. Therefore, the corporate governance committee will also fulfil the duties of these committees.
Each of the committees can meet at different periods. However, the number of meetings cannot be less than twice a year. People who are experts in their subject can also attend these meetings. The decisions taken in the committees are reported to the board of directors and registered when necessary.
Committee Presidents are appointed by the Company’s Board of Directors from among the independent members. President chairs the Committee, determines and manages the meeting agenda, ensures information flow and coordination between the board of directors and the committee, takes the necessary measures to ensure that the Committee fulfils its duties and responsibilities effectively. In the case of chairmanship of the committee becomes vacant for any reason, the chairman of the board of directors appoints one of the committee members as a temporary president until a new president is appointed at the first board meeting following the vacancy.
It is the primary duty of every member to attend the committee meetings. The member informs the president of the committee for the meeting he cannot attend. Members closely follow national and international developments in their subjects while performing their duties, and keep themselves up-to-date in this field and share this with other members.
DUTIES AND WORKING PRINCIPLES OF THE COMMITTEE OF EARLY DETERMINATION OF RISK
The purpose of the Committee is to identify, define, prioritize, monitor and review the strategic, financial, operational and risks and opportunities that may affect the activities of the company by calculating their effects and probabilities; to make suggestions and recommendations to the Board of Directors on the management of these risks and opportunities that may be exposed to, in parallel with the risk profile of the company, and their reporting and consideration in decision-making mechanisms. The Committee of Early Detection of Risk convenes once every two months and presents the meeting results to the board of directors.
Committee of Early Detection of Risk;
- Establishes effective internal control systems in order to define, evaluate, monitor and manage risk factors that may affect the achievement of company goals, according to impact and probability,
- Monitors the integration and effectiveness of risk management and internal control systems into the corporate structure of the company,
- Carries out studies on measuring, reporting and using risk factors in decision-making mechanisms by the company’s risk management and internal control systems, observing appropriate controls,
- The committee periodically reviews its working principles and, if necessary, submits the suggestions for changes to the board of directors for approval.
DUTIES AND WORKING PRINCIPLES OF CORPORATE GOVERNANCE COMMITTEE
The corporate governance committee determines whether the corporate governance principles are applied in the company, if not, it advises the board of directors the reasons and conflicts of interest that arise due to not fully complying with these principles to improve corporate governance practices and supervises the activities of the investor relations department. Corporate Governance Committee meetings are held at least twice a year.
Corporate Governance Committee;
- Ensures that the Corporate Governance Principles are developed, adopted and applied within the company,
- Makes the annual corporate governance evaluation of the board of directors and submits it to the approval of the board,
- Supervises the work of the shareholders and investor relations department,
- It makes recommendations regarding the functioning, structure and efficiency of the board of directors and its committees.
Since the corporate governance committee is not a nomination committee and a remuneration committee due to the structure of the board of directors, it determines the candidates to be presented to the management at the general assembly during the year. It notifies these candidates to the management before the general assembly. Besides, the Company creates pricing and performance systems in line with the DD11 Remuneration Policy.
DUTIES AND OPERATING PRINCIPLES OF AUDIT COMMITTEE
Audit committee; supervises the company’s accounting system, public disclosure of financial information, independent audit, and the functioning and efficiency of the company’s internal control and internal audit system. The selection of the independent audit firm, the preparation of independent audit contracts and the initiation of the independent audit process, and the work of the independent audit firm at every stage is carried out under the supervision of the audit committee. Audit committee convenes at least once every three months, at least four times a year and the results of the meeting are recorded in the minutes and the decisions taken are presented to the board of directors. Audit committee;
- Audits the accuracy, transparency, compliance of financial statements, footnotes and other financial information with the legislation and international accounting standards and notifies the Board of Directors in writing, taking the opinion of the independent audit firm.
- Examines whether the independent audit firm and its employees are independent and their adequacy on behalf of the Board of Directors.
- Supervises the operation and efficiency of the company’s accounting system, public disclosure of financial information, independent audit and internal control system of the company.
- Supervises the selection of the independent audit firm, the preparation of audit contracts and the initiation of the independent audit process, and the work of the independent audit firm at every stage.
- Examines and concludes the internal and external company complaints about company accounting, internal control system and independent audit within the framework of confidentiality principle.
- Supervises compliance with legal regulations and in-house regulations.