ALARKO HOLDİNG A.Ş. POLICY FOR DETERMINATION OF THE REMUNERATION OF
BOARD MEMBERS AND SENIOR MANAGERS
This document has been prepared for the definition of the remuneration policies for the board members and senior managers of Alarko Holding A.Ş. in accordance with the regulations of the Capital Markets Board.
1- Remuneration Principles for the Board Members:
a. Independent Members: Remuneration to be paid to independent members shall be determined by the General Assembly each year. These remunerations shall be determined at a level not to affect the independence of the members. Performance-based salaries or bonus are not paid to independent members.
b. Other Members: Remuneration to be paid to other board members shall also be determined by the General Assembly each year. The General Assembly shall be entitled to decide that no remuneration be paid to these members. Performance-based salaries or bonus are not paid to members that are not independent.
2- Remuneration Principles for Senior Managers:
The Board of Directors (Corporate Governance Committee) has assumed the function of determining the remuneration policies for senior managers and auditing of the implementation of these policies.
The remuneration principles determined by the Board of Directors are as follows:
The remuneration of senior managers comprises three main components: The first of these components is monthly base salary, while the second and third ones are fringe benefits (company car, phone, health insurance, etc.) and the bonus pays whose amount changes (increases or decreases) depending on the performance of the company and manager, respectively.
Base salaries are determined in consideration of the salaries paid to managers at the same level in similar companies engaged in the same sector with the company, as well as the Company's general remuneration policy. Base salaries shall generally be revised annually starting from the beginning of the year.
In addition, depending on the changing trends in general price levels, base salary revisions (correction/adjustment) may be made twice a year upon decision of the Board of Directors. Base salary payments are made on the basis of 12 remuneration and 4 bonus pay accounts. The salary and bonus parts of base salary payments shall be determined by the Group Chief Executive Officer.
Fringe benefits to be provided to senior managers shall be determined by the Group Chief Executive Officer taking into consideration their positions.
The amounts of bonus pay shall be determined in consideration of the economic status, the company's performance achieved in the relevant year, and the individual performance of managers. The targets of the Group Chief Executive Officer are determined by the Board of Directors, whereas the targets of other senior managers are determined by the Group Chief Executive Officer. While determining the amounts of bonus pay, the first priority shall be given to performance criteria. In addition, the amounts of bonus pays are determined in consideration of the company's sector, the length of service at the company, the department the manager is responsible for, and the company's strategic objectives.
Bonus pay does not constitute a right. If the Company or the managers fail to achieve their targets, the Board of Directors may not pay any bonus to the relevant manager. Bonus pay may either be determined as a percentage of the profit, or more different bonus determination methods may be used when deemed necessary by the Board of Directors.