PDF (3,0MB) - Türk Telekom Investor Relations

Statement of Compliancewith Corporate GovernancePrinciplesConclusion of Affiliation Report01.01.2012-31.12.2012As it is undersigned, hereby is declared that the Affiliation Report is prepared and issued in reliance upon paragraph(1) of article 199 of the Turkish Commercial Code no. 6102, to the extent of knowledge of Board of Directors of TürkTelekom, with respect to the relations of Türk Telekom with its Controlling Company/ Venture and with other affiliatesof its Controlling Company/ Venture in 2012 activity year, and that each legal transaction mentioned in the AffiliationReport is balanced with an appropriate counter-performance, and that Türk Telekom has not incurred any damages orlosses due to any measure taken or avoided to be taken.Statement of Compliance with Corporate GovernancePrinciplesTürk Telekomünikasyon A.Ş. (“Türk Telekom”) paysutmost attention to implementing the CorporateGovernance Principles published by the Capital MarketsBoard of Turkey (“CMB”). The Company updates itsannual and interim activity reports and corporatewebsite and makes them available to its shareholdersto satisfy the principles. Shareholders have access tocomprehensive information through the Türk Telekominvestor relations website, constantly kept up-to-date,as well as the possibility of directing their queries to theCapital Markets and Investor Relations Department.Türk Telekom successfully received an overall CorporateGovernance rating of 8.80 as a result of an independentassessment by SAHA Corporate Governance and CreditRating Company which is approved by the CapitalMarkets Board of Turkey. Thus, our Company’s CorporateGovernance Rating has increased from 8.37 to 8.80.Our Corporate Governance Rating was determined as aresult of the examination made under four major topics(Shareholders, Public Disclosure and Transparency,Stakeholders, Board of Directors) weighted differentlywithin the framework of the CMB’s Corporate Governanceprinciples. The breakdown of our corporate governancerating under these major categories is as follows:Sub Categories Weight (%) DegreeShareholder 25 8.07Public Disclosure &Transparency 35 9.33Stakeholders 15 9.33Board of Directors 25 8.47Toplam 100 8.80Reasons for non-complied Corporate GovernancePrinciplesPursuant to the Communiqué Serial: IV, No:56 ofthe Capital Markets Board on the Definition and theEnforcement of the Corporate Governance Principlesamended by the Communiqué Serial: IV No: 57, Serial: IVNo: 60 and Serial: IV No: 63 and other regulations, noncompliedissues with their grounds are as follows:That the Articles of Association entitle shareholders toappoint a special auditor, and that there is no additionalprovision on minority rightsTurkish Commercial Code and the CMB regulations arequalified for the appointment of special auditor andminority rights. Pursuant to the New Turkish CommercialCode 6102 which became effective in July, 2012, eachshareholder’s right to appoint a special auditor will beprotected.Presence of voting privilegesThe privileges attached to the Golden Share held by theRepublic of Turkey Undersecretariat of the Treasury arestatutory (4763 numbered law), and our company is notauthorized to amend these privileges.No articles in the Articles of Association regarding theprocedures for invitation of the members of the board fora meeting by shareholders and stakeholdersPursuant to the New Turkish Commercial Code 6102 whichbecame effective in July, 2012, each board member maysubmit a written request to the chairman of the board toinvite members of the board of directors for a meeting.There is no the other way of invitation of the boardmembers for a meeting.Mechanisms and models to encourage participation ofthe stakeholders in the management of the company arenot regulated by inter-corporate rules or the Articles ofAssociation96TÜRK TELEKOM ANNUAL REPORT 2012This rating assigned to Türk Telekom based on theCorporate Governance Principles is a clear sign that ourCompany is compliant with CMB Corporate GovernancePrinciples to a large extent, has put the necessarypolicies and precautions into effect, and that ourCompany’s efforts for fully complying with the CorporateGovernance Principles will continue.This issue is in the preparation phase.The Charter of the Audit Committee has not beendisclosed yetThis issue is in the preparation phase.Disputes between stakeholders (regulatory bodies andpublic authorities)Resolving disputes between stakeholders is an ongoingprocess.