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            — We conduct all operations at

            Borusan Group companies according

            to transparency, fairness, responsibility

            and accountability principles of

            corporate governance.  —

            Borusan Holding that plays a central role and     Executive Board is positioned under the Board
            does not participate in management of group       of Directors in the organizational structure, and
            companies, along with Borusan Yatırım which       acts as the management platform that oversees
            participates in companies with minority shares    the achievement of group strategic objectives.
            and functions as a portfolio company, comprise    Executive Board members lead specific indus-
            the Corporate Parent. Holding corporate gover-    try and business line related studies by taking
            nance structure is based on effective commu-      part in the management boards of group com-
            nication and audit mechanisms that establish      panies as chairman or member.
            control over the entire group.
                                                              Holding Financial Control, Internal Audit, Finance
            Borusan  Holding  Board  of  Directors,  the  su-  and Investor Relations departments cooperate
            preme decision-making organ of the group,         with Corporate Risk Management Department
            undertakes the general responsibility of group    in implementing risk processes. Internal Audit
            activities towards shareholders and other stake-  Department  inspects  group  companies’  pro-
            holders. The Board determines the group ob-       cesses and offers them improvement sugges-
            jectives and develops strategy to achieve these   tions by identifying the risk areas. The inspec-
            objectives and thereby works for sustainable      tions conducted by Internal Audit department
            development of group companies.                   includes social topics such as ethics, employee
                                                              rights,  and  OHS,  in  addition  to  environmental
            Borusan Holding Board of Directors, with a bal-   topics. In 2016, 44% of group companies’ de-
            anced structure of both executive and non-ex-     partments were inspected by Holding Internal
            ecutive members, is comprised of seven mem-       Audit Department on social and environmental
            bers, including two independent ones. Holding     topics.

               STRUCTURE OF BOARD                      WOMEN MEMBERS                              29%
               OF DIRECTORS                            FOREIGN MEMBERS                            29%

               2015-2016                               MEMBERS 50 YEARS AND ABOVE                 100%

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