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[STRATEGY AND MANAGEMENT]

CORPORATE GOVERNANCE

— 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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