Corporate Governance and Sustainability Committee

Doğuş Otomotiv Corporate Governance and Sustainability Committee has been established with the objective of implementing corporate governance principles and performing management, consulting and coordination activities that related organizations and stakeholders may require in line with our Company’s societal, economic and ethical responsibilities.

Monitoring the company’s societal, environmental and economic performance and setting relevant targets, managing and coordinating activities through joint tasks with the early risk detection committee and ensuring the establishment of subcommittees when necessary are also among the duties of the Corporate Governance and Sustainability Committee. All issues related to early detection of societal, environmental and economic risks in Doğuş Otomotiv, taking necessary precautions for such risks, and managing the company’s operations according to these analyses are also within the scope of responsibilities assumed by the Corporate Governance and Sustainability Committee, which reports directly to the Board of Directors.

 

Strategic Planning and Business Development Committee, which reports directly to the Executive Board of Doğuş Otomotiv, and provides support to the Board for the purpose of determining the Company’s strategies, policies and objectives, is also responsible for assessing societal, environmental and economic impacts of these objectives and targets.

The Company’s societal, environmental, economic and ethical performances are regularly reported to both the Executive Board and also the Board of Directors. Up until 2014, Executive Board assumed the responsibilities of Corporate Governance and Sustainability Committee. Following a decision to establish such a committee at the end of 2014, the Corporate Governance and Sustainability was officially formed in early 2015.

The Executive Board and the Board of Directors of Doğuş Otomotiv address various topics including the developments in societal, environmental and economic performances and related risks as part of their annual performance reviews.

The Board of Directors of Doğuş Otomotiv is directly responsible for the Company’s risk management, as well as managing the risks effectively and proactively. This responsibility entails identifying and managing societal, environmental and economic sphere of influence, risks and opportunities. The processes related with assessing the current status in the societal, environmental and economic focus areas that Doğuş Otomotiv has identified have been delegated to the Corporate Governance and Sustainability Committee consisting of members experienced in different organizational operations. Depending on the scope of operations and financial evaluations, internal processes are also monitored by this committee. After reviewing the evaluation of non-financial risks and ensuring that necessary arrangements are made, Corporate Governance and Sustainability Committee presents the situation to the Board of Directors for approval. Key stakeholders’ opinions and feedback are included in the current situation analyses. These presentations are held at least twice a year. Doğuş Otomotiv Executive Board follows the process closely in terms of evaluating the risks and opportunities for environmental and societal, as well as these spheres of influence. The analyses presented to the Board of Directors are evaluated in terms of the Executive Board’s priorities, and necessary feedback is added to the presentations.

Established with the objective of defining the uncertainties that may affect the organization, managing the risk-taking profile, and providing reasonable assurance to attain organizational goals, Corporate Risk Management has a structure effective across the organization that is affected by employees, senior management and the Board of Directors, providing support for determining strategies.

Early Risk Detection Committee performs its duties and responsibilities as defined by legislation, and carries out activities related to early detection of the causes that nay endanger the existence, development and sustainability of the Company, implementing necessary precautions and therefore managing risk effectively. Accordingly, the Committee reviews the effectiveness of the risk management systems at least once a year, and presents status evaluation reports to the Board of Directors every two months, which are also shared with the auditor.

Risks addressed in the probability, potential impact and process categories are classified as financial, operational, strategic, compliance, sustainability, and external environmental. Within the frame of risk management, risks are monitored based on content by the General Directorate of Financial and Administrative Affairs, and relevant general directorates, and communicated to the Board of Directors, the Audit Committee and Early Risk Detection Committee by the Executive Board.

Corporate Governance and Sustainability Committee manages the process of having the content of Doğuş Otomotiv Corporate Sustainability Report approved. If the Executive Board or any management level has feedback on the report content, Corporate Governance and Sustainability Committee is also responsible for communicating such content to the Board of Directors and following through their evaluation.

Remuneration principles of Board members and managers who have administrative responsibilities were put in writing, presented to the General Assembly for approval, and shared with the public in electronic form. Stock options or payment plans based on the performance of the Company have not been used for the remuneration of independent Board members, whose remunerations were determined to the extent that their independence is maintained.

The Company has not extended any credits or loans to a Board Member or a manager with administrative responsibilities, or allocated any credit under the name of personal loans through a third party or provided any sponsorship such as liens. Performance appraisals of Board members are carried out by a professional organization using objective criteria.