The corporate center of the Borusan Group is Borusan Holding. In its efforts towards strategic guidance of the Group, Borusan Holding acts as a bridge between shareholder expectations and the companies, supporting systematic and nuanced management of these efforts. The Holding offers recommendations and poses questions while also directing and supervising Borusan Group companies. However, Borusan Holding does not participate in the direct operational activities of Group companies. If the ideas and recommendations it provides are adopted by Group companies, Borusan Holding supports their implementation through cooperation.

Borusan Holding Steering Committee is an executive platform composed of executive directors that Group Company General Managers report to. The Steering Committee aims to set the Group’s strategy, conduct best practices and operationally guide Borusan Group companies.

Borusan Group is a well-established, powerful industrial conglomerate in its 77th year of operation. The Group plays a leading role in the steel, machinery and power systems, automotive, logistics, and energy sectors. With nearly 11 thousand employees, Borusan operates across a wide geographic area that includes 12 countries on three continents – North America, Asia, and Europe. Borusan Group companies reenforced with Borusan's deep-rooted values and corporate culture create added value with their international partners which are leaders in their respective industries in the field of manufacturing, service, and industry. Empowered by Borusan’s deep-rooted values and solid corporate culture, Borusan Group companies conduct their business operations with the primary goal of creating added value for customers, employees, and business partners as well as the societies, countries, and environments where they operate. Group companies are also committed to providing advantages at work, quality, and convenience in life. Borusan Holding determines the rules creating value for the companies and stakeholders while safeguarding Borusan’s corporate culture. The Holding delivers strategic guidance and conducts supervisory activities for the entire Group.

Borusan Holding continuously enhances the shareholder value created via its strategic leadership, services, and supervision for the Group’s companies.

Borusan Holding runs its operations based on the principles of transparency, fairness, responsibility, and accountability under professional corporate governance. Building internal and external stakeholder communications on an effective and transparent basis, the Holding sets its priorities taking stakeholder expectations into account.

Borusan Holding pursues a five-year trajectory for the long-term strategies of its Group companies and focuses on four themes including profitability growth, strategic market positioning, new products and services, and business excellence.

The Holding's vision for 2024 is “Borusan to grow, achieve high profits, dominate its markets, consist of innovative companies, have a culture that nurtures the best skills, and is successful and responsible.” In every step, Borusan takes with this vision, it aims to create sustainable added value.

Strategy and Corporate Governance
Borusan Group Companies are managed under the roof of the Corporate Center with Borusan Holding and Borusan Yatırım, which is a portfolio company that participates in parent companies with minority shares, based on effective communication and oversight mechanisms.

Borusan Holding's Board of Directors is the ultimate decision-making authority of Borusan Group and assumes the overall responsibility for the Group's operations before shareholders and stakeholders while setting objectives and strategies in this direction. Consisting of 5 members with executive and non-executive roles, the Board does not include independent members.

The Holding's Steering Committee, on the other hand, is composed of the executive directors to whom the General Managers of companies report and serve as the executive platform of the Group. The Committee is in charge of determining Group companies' strategies and overseeing their implementation. Borusan Mannesmann, a publicly-traded company of Borusan Group, has a corporate governance structure that consists of three committees: the Audit Committee which assists in the realization of the Board's decisions and objectives, the Early Detection of Risk Committee, and the Corporate Governance Committee. The Corporate Governance Committee also performs the duties and tasks of the nomination and remuneration committees.

Code of Ethics and Compliance
Borusan Group's stakeholder relations are predicated on a code of ethics composed of the principles of integrity, transparency, and accountability.

Accordingly, all the employees are responsible for complying with, and acting as a guide for compliance with, the Orange Guide at the corporate website that is issued by the Ethics Board of Borusan Group covering such themes as human rights, the environment, and activities for the public.

As part of this responsibility, communications, as required for compliance with the code of ethics and working principles, are performed via Borusan Group's Ethics Hotline (Orange Ethics) which is available 24/7. Examinations and investigations on the incomings are carried out by the Breach Examination and Prevention Unit under the Audit Department.

Borusan Holding's Ethics Board is in charge of determining the ethical principles in all the Group's operations in and outside Turkey, ensuring compliance with such principles, and assessing non-compliant conduct.

Borusan Holding, Borusan Yatırım, Borusan Sigorta, and Borusan Mannesmann are among the corporate members of TEİD, namely the Ethics and Reputation Society founded to raise awareness on code of ethics in Turkey. Besides, the Borusan Holding audit team also serves as the members of the International Institute of Internal Auditors and its representative in Turkey, Internal Audit Institute of Turkey (TİDE), to monitor current developments around business ethics and conduct and oversee their functioning in terms of international standards.

Borusan Group also observes the code of ethics in its collaborations with subcontractors and suppliers. In this respect, for any collaboration to start, Borusan Group Suppliers Working Requirements Protocol is presented to all contractors and suppliers for signature. Under no circumstances does the Group collaborate with clients and suppliers who have been found to infringe laws and fail to comply with the code of ethics.

Risk Management
The Internal Audit Department audits Group companies' processes, identifies their risks and opportunities, and proposes areas of improvement to companies in relevant matters.

Conducting audits, the Department focuses on the risks and opportunities in a given process, while tackling social matters such as compliance with the code of ethics, employee rights, and occupational health and safety, as well as environmental issues.

Social and environmental audits represented 41% of all the audits performed by the Holding's Internal Audit Department at the group companies in 2018.

In addition to the management of overall risk arising from the Holding's activities, risk management procedures are also carried out for the insurable risk of group companies in project-based assignments. These risks are managed on an efficient, secure, and shared platform in line with changing and evolving business dynamics and needs, utilizing targeted, advanced risk analysis and methods, pursuing content and cost optimization, and observing high standards.

Damages that may occur in the facilities of Borusan group companies are identified and managed through risk engineering practices consisting of the stages as follows: Risk Assessment/Scorecard, Recommendations, Implementation and Tracking of Recommendations.

Risk Management and Internal Control processes at Borusan Group are embraced by all group employees. The senior management of each company is responsible for the implementation of these processes, while oversight responsibility rests with the Boards of the companies. Borusan Holding Audit Department is an independent body that provides assurance for relevant processes.

Anti-Corruption and Fight Against Anti-Competitive Practices
Preventing conflicts of interest, managing stakeholder relations professionally, and eliminating unlawful conduct are the values that make up the corporate culture at Borusan Group.

At Borusan Group, relations with every stakeholder group are clearly described in the Orange Guide, and methods for stakeholder communications are implemented in the light of these rules. Risks in relation to corruption are observed via risk management methods centered on gifts, hospitality, donations and charity payments, public tenders, and conflicts of interest to prevent corrupt behavior. Group companies pay utmost attention to prevent unethical behavior such as corruption, bribery, and misconduct while supporting international efforts to eliminate such corrupt practices and observing competition laws and ethical rules in their operations.

After their hiring process is complete, all new white-collar recruits are trained on ethics and risks related to corruption, which is a part of ethics.

In Turkey and any other country where it operates, Borusan has made it a principle to not endorse any political opinion or provide in-cash or in-kind support to political organizations and people either directly or indirectly. Borusan has transparent relations with public authorities and acts fairly and in compliance with competition laws. Borusan pursues the same approach for ethics, transparency, and fairness in its relations with competitors and refrains from any behavior that harms competition. Confidentiality rules in place are observed, and a firm stance is taken against any action that may be construed as monopolization or as the forming of trusts. Policies and procedures on preventing anti-competitive behavior are devised at Borusan group companies, which also train employees on this matter and conduct on-site inspections and investigations.

No anti-competitive behavior or no incident of monopolization or trustification has been encountered, and no lawsuit has been filed against the organization during the reporting period. Developments on ongoing cases are shared with the public as necessary via material event disclosures.