REMUNERATION POLICY FOR MEMBERS OF THE BOARD OF DIRECTORS AND FOR EXECUTIVE DIRECTORS
This policy specifies the basis for the remuneration of Tekfen Holding A.Ş. (the Company) Board of Directors' members and executive directors, consisting of the CEO and Vice Presidents of the Company.
The Remuneration Committee, taking into consideration the long-term targets of the Company, annually submits to the Board of Directors proposals for the basis upon which the remuneration of members of the Board of Directors and the executive directors will be evaluated according to previously determined criteria.
In principle, the fees to be paid to members of the Board of Directors and the executive directors shall be determined taking into consideration the competitive market conditions vis-á-vis companies of similar size operating in the same sectors as the Company.
Board of Directors
Company Board of Directors' members shall be paid a fixed monthly fee determined every year by the General Assembly. The remuneration of managing directors may be set at levels higher than those of other board members, depending on the responsibilities of the directors' positions.
The fees paid to independent board members shall be set at a level that safeguards their autonomy. Stock options or Company performance-based payment plans shall not be used in the remuneration of the independent board members.
Apart from a fixed monthly fee, board members may also be provided with non-monetary benefits such as an automobile, telephone and health insurance, depending on need.
In accordance with the Company's Articles of Association, the General Assembly may decide to distribute up to 2% of the dividends remaining after making the minimum dividend payment required by law to shareholders and bearers of dividend rights certificates.
There is a remuneration plan consisting of a fixed salary based on the responsibilities held in the company, performance-based bonuses and non-pecuniary compensation consisting of allocation of a company car, telephone and health insurance.