2017 turkey board index - spencer stuart/media/s... · try 73,828 (garanti bank) to try 462,000...

2017

TurkeyBoard Index

spencer stuart29

international comparison

abouT SPeNcer STuarT

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turkey board index 2017 1

Contents

2 Foreword

3 IN THe SPoTLIGHT: THe INTerNaTIoNaLISaTIoN oF boardS

5 HIGHLIGHTS

7 our Survey aPProacH

8 board SIze aNd comPoSITIoN

14 board GoverNaNce

17 remuNeraTIoN

18 INTerNaTIoNaL comParISoN

24 comPaNy daTa TabLeS

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Foreword

The Spencer Stuart Board Index is an annual study that analyses aspects of board governance among major listed companies, including composition, committees, and remuneration. First published over 30 years ago in the US, Board Indexes are produced in 22 countries around the world on an annual or biennial basis.

In 2014, we released the first Turkey Board Index, which focused on the companies that form the BIST 30 Index. This fourth edition updates our analysis of the BIST 30 based on data available for the most recent fiscal year.

Our purpose is to provide business leaders with a snapshot of current practice on Turkish boards. In addition to data for each BIST company, we have again published a detailed chart showing how the BIST 30 Index compares with leading companies in the US and other European markets across a key range of govern-ance measures.

We hope that you will find this 2017 edition of the Turkey Board Index an interest-ing read. We welcome your feedback and the opportunity to discuss any of the issues that arise from our research.

Kaan Okurer Felix Hafele Gülven Aytekin

Spencer Stuart Turkey


IN THe SPoTLIGHT

The internationalisation of boards

As Turkish listed companies increase their international footprint and

seek partnership and acquisition opportunities abroad, they will need to

diversify the membership of both management and boards in order to

realise their ambitions.

The composition of the board — who the directors are, the skills and expertise they bring, and how they interact — is critical for long-term value creation. Owners and shareholders understand the importance of having the right group of people sitting around the board table based on the strategic priorities of the business.

One of the most significant changes in board governance around the world over the past decade has been the steady internationalisation of boards. This has been most noticeable in Europe, where non-nationals make up over 20% of directors in 11 out of the 15 countries we analyse in our Board Indexes. Furthermore, in nine out of 11 countries the proportion is over 30%, with the highest number of foreign directors in the Netherlands and Switzerland (57% and 59% respectively).

While the majority of non-nationals on continental European boards are from other European countries, more and more boards are looking to appoint direc-tors from more distant geographies, especially if they bring market expertise in areas where the business is seeking to expand.

Board members must be able to dedicate enough time to the boards on which they sit, yet the demands on them are becoming more intense and fast-moving. This is an important consideration when creating a more international board. For an outside director, our experience suggests that 20 to 30 days a year is a reason-able estimate of the time commitment for a public company directorship. Inevitably this has consequences for who can plausibly be a candidate for a direc-torship, especially since in the case of foreign directors, there is the additional time taken up by travel to and from meetings.

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in the spotlight

Boards must also make allowances for the fact that the presence of non-nationals may change the dynamic in the boardroom. Foreign directors should be wel-comed, respected for their views and treated as fully rounded members of the board, not just as ‘expert advisors’. The board has a responsibility to ensure that foreign directors are given a full induction so that they can quickly get up to speed with the business and with local governance practices and conventions.

Turkish boards stand to benefit from greater internationalisation, particularly given the country’s unique position as a regional hub for a diverse geographical area. Currently, 18% of directors in the BIST 30 are foreign. Although this figure may not be significantly lower than in other countries, the majority of these for-eign directors serve on boards of multinationals operating in Turkey or having significant shareholdings in Turkish companies. By contrast, in other countries most foreign board members sit as independent directors. We believe that it is in the best interests of Turkish businesses to look to strategic markets as a potential hunting ground for new independent board members.


Highlights

remuNeraTIoNThe average annual fee paid to non-executive directors is TRY 241,973. The range of annual remuneration was TRY 73,828 (Garanti Bank) to TRY 462,000 (Koç Holding). All the above figures are gross. See page 17.

board meeTINGSThe average number of meetings is slightly lower than last year’s figure of 17.9, although it remains the high-est in Europe. However, if the companies with substan-tial state ownership are excluded, the average number of meetings falls to 12.4. Ten companies on the BIST 30 do not disclose the number of board meetings, howev-er several of these do indicate the number of decisions taken. See page 14.

INTerNaTIoNaL dIverSITyEighteen different nationalities are represented on Turkish boards, yet Turkish boards remain the least diverse in Europe. Only Italian companies (9.4% for-eign directors) are less internationally diverse. However, Turkish boards did become more internation-al with a growth of 1.6 percentage points over last year. See page 11.

16.9 The average number of board meetings

try 241,973The average remuneration for non-executive directors

17.9%The proportion of foreign non-executive directors

on BIST 30 company boards

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HigHligHts

womeN oN boardSThe percentage of women board directors in Turkey has decreased slightly, from 11.7% in 2016 to 11.1%. This figure remains lower than most European countries, but is higher than Russia (8.1%). However, if family members are excluded, the proportion of female directors falls to 6.6% — 16 of the female directors in BIST 30 companies are shareholders, leaving only 16 female independent directors in total. More than one-third (37.9%) of companies do not have a single female board member, despite there being a soft target of 25% female rep-resentation. See page 10.

11.1 %The proportion of

board members who are women


Our survey approach

The 2017 Turkey Board Index is a survey of the 30 largest companies by market capitalisation listed on the BIST exchange, as of 31 May 2017. This cut-off date for board membership has changed from 30 September last year, in order to align data with our other European Board Indexes.

Since the 2016 edition, Doğan Şirketler Grubu Holding has been replaced by Doğuş Otomotiv in the BIST 30 and Koza Altin is excluded from our analysis.

We analysed board size and composition, committee structure and director compensation for the 2016 financial year, compiling our research from a combi-nation of publicly available sources.

Measured as of 31 May 2017:

» Supervisory board composition

» Management board composition

» Female representation

» Independence

» Tenure

» Board commitments

» Age

» Foreign representation

Measured as of 31 December 2016:

» Board meetings

» Board committee meetings

Measured as of 2016 Annual General Meeting:

» Board remuneration

The Turkey Board Index focuses on quantifiable data pertaining to boards of direc-tors. It offers comparisons with leading companies in a number of other European countries, namely Belgium, Denmark, Finland, France, Germany, Italy, the Netherlands, Norway, Poland, Russia, Spain, Sweden, Switzerland, and the UK, as well as with S&P 500 companies in the USA.

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Board size and composition

board SIze52% of companies have between 8 and 11 directors. The average number of directors on a BIST 30 board is 9.8, a slight decrease from 10 in the previous year. This figure is near the average of European boards. The most common number of directors remains at nine. The largest board is Koç Holding with 17 members, while ENKA and Soda Sanayii continue to have the smallest boards with five directors each.

THE BROADER VIEW: Board size

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Board members 9.9 10.1 9.8 8.2 13.9 16.3 11.5 8.3 8.4 10.4 11 10.9 10.6 10.2 10.8

eXecuTIve dIrecTorSExecutive directors account for 12.2% of board members. Turkish boards contain 1.2 executive directors on average. The CEO is a member of the board on 83% of boards. Almost one-third of companies (31%) have at least two executive direc-tors on their board. Six company boards consist only of non-executives, and 14 companies have one executive director (CEO) on the board. Akbank has the greatest number of executives on its board with four executive directors.

THe roLeS oF cHaIr aNd cHIeF eXecuTIveAs in many European countries, the roles of chair and CEO in Turkey are common-ly split; the role is combined only at four companies: BIM, ENKA, Erdemir, and Tekfen. Five companies combine the roles of CEO and vice chair, while at a further five companies the CEO is absent from the board. By law, the CEO is required to sit on the board of Turkish banks, although the role cannot be combined with that of chair. This separation of roles is also supported by the Corporate Governance Principles outlined by the Capital Markets Board of Turkey (CMBT). 1

1 Corporate Governance Principles, Capital Markets Board of Turkey. June 2003.


INdePeNdeNT dIrecTorSIndependent directors make up 32.7% of all board directors (executives and non-executives combined), an increase from 31% in the previous year, while 39.3% of non-executive directors are deemed to be independent. The Corporate Governance Principles state that “independent board members should comprise at least one third of the board of directors”. In our survey, 17.2% of companies did not meet this standard. Not a single BIST 30 company has a majority of independent directors, but 17.2% of companies did have at least 40% of directors who qualify as independent. Every company meets the requirement that there should be at least two independent directors on the board.

One of the criteria for independence eligibility as a director in Turkey is to be a resident in accordance with the Income Tax Law no 193. This requirement is potentially limiting, both in terms of foreign director diversity as well as the ability for a director to qualify as independent.

The proportion of independent directors on Turkish boards remains one of the lowest in Europe. By contrast, independent directors account for 60% of all board members in Germany, 61% in the UK and 69% in France (see chart below).

THE BROADER VIEW: Independent directors

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Independent director %

32.7% 45.9% 77.2% 84% 69.1% 60% 51% 83.6% 76.3% 36.7% 44% 69.6% 84% 61.4% 85%

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womeN dIrecTorSFemale board members held 11.1% of all director seats, which is a decrease from last year’s figure of 11.7%. The number of companies with at least one female on their board remains at 18 (62.1% of companies), leaving 11 companies with male-only boards.

When family members are excluded, the proportion of female directors falls to 6.6% — 16 of the female directors in BIST 30 companies are shareholders, leav-ing only 16 female independent directors in total.

Turkey remains at the lower end of gender diversity in Europe, just ahead of Russia (8%). Norway (45.4%), France (42%), and Sweden (38.3%) continue to lead in female board representation.

Unlike Norway or France, Turkey does not have a gender quota prescribed by law. Instead “soft law” is preferred, with the CMBT having set a target of 25% female representation on boards.2 Company boards are expected to review the imple-mentation of this target annually.

Female executive directors on boards in Turkey are also a minority — 11.4% of executive directors (four in total) are women. Of these, two are chairs. Female chairs make up 6.9% of all chairs in Turkey, a figure that is higher than France (2.5%), Germany (3.3%), and the UK (4.7%).

In executive committees, women make up 8.9% of all members, which is also at the lower end, just ahead of Switzerland (8.4%). Fourteen companies (48.3%) did not have a single female member on their executive committee, and not a single BIST 30 company had a female CEO.

THE BROADER VIEW: Women on boards

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Proportion of women 11.1% 30.4% 28% 33% 42% 28.7% 31% 30.4% 45.4% 8.1% 17% 38.3% 22.2% 25.5% 22.2%

2 Decree II-17. 3 January 2014.


ForeIGN dIrecTorSThe proportion of foreign non-executive directors on Turkish boards has in-creased slightly, from 16.2% in 2016 to 17.9% in 2017. On Turkish boards, 8.6% of executive directors are foreign. Italians represent the largest group of foreign directors at 18.8%, while other Europeans make up 41.6% of all foreign directors. The overall proportion of foreign directors (executive and non-executive) is 16%.

THE BROADER VIEW: Foreign directors (executives and non-executives combined)

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Foreign director % 16% 31.2% 42.1% 36.5% 37% 31% 9.4% 57% 24.3% 22.8% 19% 30.9% 59.4% 32.3% 7%

Foreign directors by nationality

Asian (20.8%)

Other European (20.8%)

Italian (18.8%)

North American (14.6%)

French (10.4%)

Spanish (10.4%)

Other (4.2%)

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New dIrecTorSA total of 35 new directors were appointed to Turkish boards during the past year (29 non-executive and six executive), 5.7% of whom were female and 20% for-eign. Of the 35, 10 (28.6%) of them were deemed to be independent. New direc-tors accounted for 15.3% of all non-executive directors and 12.2% of all directors in BIST 30 companies.

aGe oF dIrecTorSThe average age of BIST 30 non-executive directors is 60.3 years, higher than most European peers, but lower than Germany (61), the Netherlands (61), and Switzerland (61.1). The Emlak Konut GYO board has the lowest average age (47.5), while Tekfen has the highest (69.1). The average age of executive directors on the board is 55.8, which falls in the middle of the European peer group. The average age of all directors (executive and non-executive) is 59.7 years.

Chairs serving in the BIST 30 have an average age of 60. The oldest chair leads the board of Kardemir at 89.4 years; the youngest chair sits at THY, at 46.4 years of age.

The average age of CEOs serving on BIST 30 boards is 57.4 years, while the aver-age age of all BIST 30 CEOs is 56.2 years. This age is slightly higher than the European average, but below the Netherlands (56.7), France (57.7) and Italy (58).

THE BROADER VIEW: Average age of directors (executives and non-executives combined)

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Average age 59.7 57.7 58.3 57.9 58.8 61 58.4 61 56.2 54.3 60.4 57.8 61.1 56.7 62.6


LeNGTH oF ServIceThe average tenure of non-executive directors on BIST 30 boards, excluding chairs, is 5.7 years. For chairs, the average tenure is 6.3 years. Two chairs were appointed within the last year (Erdemir and Şişecam), and three chairs have more than 15 years’ experience in their role (Doğuş Otomotiv, ENKA, and Garanti Bank, although the chair of Garanti Bank has changed since the cut-off date for our research).

The average tenure for CEOs is 3.8 years, which is low compared with the average tenure of current CEOs across Europe (6.6 years). Three companies appointed a new CEO in the past year: Sabanci Holding, THY, and Türk Telekom. The CEOs of Sabanci Holding and THY held divisional roles before moving into the CEO role. The CEO of Türk Telekom is serving his second period as CEO, having served previously from 2006–2010.

THE BROADER VIEW: Average tenure of all directors

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Average tenure 5.7 6.1 4.8 4.8 5.9 6.3 5.3 4.9 4.3 4.3 5.3 5.3 6.6 4.4 8.2

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Board governance

board meeTINGSTurkish companies held on average 16.9 meetings in 2016, which is on a par with the previous year, and the highest in Europe. Disclosure around the number of meetings remains opaque; some companies choose only to disclose the number of decisions made, not the number of meetings held to arrive at those decisions.

Scheduled board meetings in 2016

Number of scheduled board meetings

<10 10-20 21-30 >30 Not disclosed

Percentage of companies 27.6% 20.7% 10.3% 10.3% 31%

Ten companies did not disclose the number of board meetings held and the majority of companies did not disclose the board meeting attendance rate. Arçelik met the fewest times with only three meetings covering 42 decisions, while THY held 48 meetings. If we exclude the five companies with substantial state ownership, the average number of meetings falls to 12.4, which is only slightly higher than the average across Europe.

THE BROADER VIEW: Average number of board meetings

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Board meetings/year 16.9 8.4 9 11.8 9 6.7 11.6 7.4 9 6.8 10.8 9.9 9 7.7 8.2


board commITTeeSBIST 30 boards have an average of 3.8 committees, similar to last year’s figure. The number of committees per company ranges from three to eight. Most com-panies have an audit, corporate governance, and early detection of risk commit-tee as outlined in the Corporate Governance Principles. Additional committees include credit, corporate social responsibility, and sustainability. A complete list of committees in BIST 30 companies can be found on page 26.

Committees of BIST30 boards

Number of committees

3 4 5 9

Percentage of companies 63.3% 20% 13.3% 3.3%

audIT commITTeeOur analysis of board committees has been expanded in greater detail in this year’s index. For the first time, we have analysed the committee meetings and backgrounds of audit committee chairs. Every company in the BIST 30 has an audit committee, which met 7.4 times on average. The audit committees of eight companies met only four times, while the audit committee of İşbank held 33 meetings.

Backgrounds of audit committee chairs

CEO: Finance sector (21%)

Government (21%)

Financial services (21%)

CEO: Other sectors (17%)

Academia (3%)

Other/not disclosed (17%)

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Board governance

The backgrounds of audit committee chairs in Turkey are predominantly as CEOs across a variety of sectors. Unlike their European peers, CFOs do not comprise a significant portion of the audit committee chairs in Turkey. CEOs from finance companies made up 20.7% of the chairs, while two other groups — government officials and those from other financial services roles — composed similar shares of audit chairs backgrounds.

corPoraTe GoverNaNce comPLIaNceAs part of the Corporate Governance Principles, companies can choose to receive an externally evaluated corporate governance rating. This score is a value out of 10 that is calculated based upon the level of compliance with the principles. Of the BIST 30, 16 companies were evaluated in 2016 and disclosed their corporate governance rating. Tüpraş recorded the lowest score at 7.91, and TAV the highest at 9.54. The average rating of the group was 9.2; three companies scored above 9.5 (Arçelik, Doğuş and TAV).


Remuneration

The level of disclosure for remuneration of board directors in Turkey remains opaque. Unlike many European peers, remuneration per director is not disclosed and only the total fee for directors is disclosed as an agenda item at annual gen-eral meetings. Details relating to the remuneration, committee fees, and attend-ance fees of the board chair are largely unavailable. Furthermore, several compa-nies only remunerate independent directors — directors holding a public office or representing a shareholder group are largely not remunerated.

The average fee for non-executive directors in Turkey is TRY 241,973 (€72,382). Garanti Bank had the lowest fee at TRY 73,828 (€22,084), while Koç Holding had the highest at TRY 462,000 (€138,199). All the above figures are gross. Compared with their European peers, Turkish boards remunerate lower than the average, but at levels just above those of boards in Finland.

THE BROADER VIEW: Non-executive director fees*

Country Average fee Country Average fee

Turkey € 72,382 Norway € 40,034

Belgium € 51,859 Poland € 33,531

Denmark € 85,462 Russia € 142,032

Finland € 70,307 Spain € 131,518

France € 87,780 Sweden € 81,656

Germany € 83,867 Switzerland € 272,673

Italy € 92,000 UK € 107,106

Netherlands € 93,699 USA € 260,984

* All conversions into Euros are based on the yearly average exchange rate for 2016 (1 TL = 3.343 EUR)

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International comparison

In this edition of the Turkey Board Index we provide two sets of tables. In addition to the detailed data for BIST 30 companies (beginning on page 24), we are pub-lishing a chart comparing aggregated data from 17 countries (pages 18-23).

All data is taken from individual country Board Indexes published by Spencer Stuart in 2017.

Visit the Spencer Stuart website and discover “Boards Around the World”, a visual tool that compares the composition, diversity, compensation and board evaluation practices of different countries.

Denmark, Finland, Norway and Sweden’s top companies are analysed together in the Nordic Board Index

Composition information

BELGIUM BeL20 + BelMid

CANADA 100 TSX Listed Companies (revenue C$1billion to C$53.3 billion)

DENMARK OMX Copenhagen

FINLAND OMX Helsinki

FRANCE CAC40

GERMANY DAX30

ITALY 38 (FTSE MIB) + 62 (Mid Cap, Small Cap, Other)

NETHERLANDS AEX

NORWAY Oslo Stock Exchange

POLAND WIG

RUSSIA Top companies from Expert 400

SPAIN IBEX- 35 + top companies by market cap

SWEDEN OMX Stockholm

SWITZERLAND SMI

TURKEY BIST 30

UK FTSE 150

USA S&P 500


Belgium1 11 companies did not disclose whether they

conducted a board evaluation2 One company does not disclose3 45 companies do not remunerate company separate4 Five companies do not remunerate chairs5 12 companies do not remunerate6 18 companies do not remunerate

Canada7 Does not include companies with term limits.8 Includes share grants

Denmark9 Age of the only executive director10 Excludes employee representatives

Finland11 3 companies have employee representatives on the

board12 Age of the only executive director13 Excludes employee representatives14 Fee calculated by multiply per meeting fee by number

of meetings held in 2016

France15 70 % of external evaluations done by Spencer Stuart

in 2016 and 80 % of the CAC 40 companies perfom an external evaluation at least every 3 years

16 Including chairs who are also CEO17 According to Afep/Medef corporate governance code

(Employees excluded)18 85 % of the CAC 40 companies have set up a limit

which is individual for 35 % of them and collective for the 50 % left (Maximum 1/3 of board members>70 years old)

19 Additional remuneration for vice-chairs or lead directors (paid in addition to ordinary director's fees)

20 Non-executive chairs only21 Total additionnal fee for remuneration committee,

calculation based on the number of meetings held during 2016 FY

22 45 % of remuneration and nominations committees are merged

Germany23 Average minimum proportion of members that shall

be independent24 Remunerations committees are very rare in Germany25 Except for banks, German nominations committees

only deal with non-executive director nominations and committee membership is rarely compensated

Italy26 "Only four companies have set an age restriction for

directors; the age limits are 75 (3 companies) and 77 Three companies have an age restriction for CEOs and the age limits are 67 and 65 (2 companies) Two companies have an age restriction for chairs and the age limits are 65 and 70"

27 Average fee for SIDs is € 90,00028 Only 20 companies in the Index have an Executive

Committee

Netherlands29 One company did not disclose whether they

conducted a board evaluation30 9 companies do not disclose

Norway31 Excludes employee representatives

Poland32 2 companies have employee representatives on the

board33 Excludes 76 of 160 directors whose age is not

disclosed34 Excludes 8 chairs whose age is not disclosed35 Excludes 64 of 134 directors whose age is not

disclosed36 Excludes employee representatives

Russia37 8 companies do not disclose38 11companies did not disclose whether they conducted

a board evaluation39 16 companies do not disclose remuneration40 34 companies do not disclose remuneration41 42 companies do not disclose remuneration42 22 companies do not disclose remuneration43 23 companies do not disclose remuneraiton44 24 companies do not disclose remuneration45 26 companies do not disclose remuneration

Spain46 Top 50 companies only47 Includes both executive and non-executive directors48 Average additional fee paid to senior/lead

independent directors49 Only 14 % of companies in Spain have divided the

nominations & remunerations committee into separate commmittees. The average fee for members of the nominations & remunerations committee is 18.543€

Sweden50 Excludes employee representatives

Switzerland51 Excludes social contributions

Turkey52 10 companies do not disclose

UK53 TUI is the only company without a senior

independent director as it has a two-tier board.54 94 % of non-executive directors are independent55 Includes the 142 part-time chairs only. Six chairs are

full-time and remunerated on a different basis. Two chairs receive no fee.

56 Based on 47 companies that have a nomination chairs separately remuneration for this role

USA57 CEOs only58 Average tenure of independent directors only59 Non-executive chairs only

INTerNaTIoNaL comParISoN FooTNoTeSGeneralN/A = Not applicable. A blank cell denotes that either the information is not available or we did not include it our research.

International Comparison

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BELGIUM CANADA DENMARK FINLAND FRANCE GERMANY ITALY NETHERLANDS NORWAY POLAND RUSSIA SPAIN SWEDEN SWITZERLAND TURKEY UK USA

GEN

ERAL

INFO

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Size of sample 58 100 25 25 40 30 100 25 25 20 43 100 25 20 29 150 491

Supervisory board/unitary board of directors

1/57 n/a 25/0 0/25 5/35 30/0 2/97 18/7 0/25 20/0 7/36 0/100 0/25 0/20 0/29 1/149 0/491

Average number of board meetings per year

8.4 8 9 11.8 9 6.7 11.6 7.4 8.9 9.5 6.837 10.8 9.9 9 16.952 7.8 8.2

% companies that conducted an external board evaluation

8.6%1 n/a 16% 12% 40%15 17% 28% 20%29 12% 0% 18.6%38 30% 12% 15% n/a 43.3% 2%

Combined chair and CEO 1.7% 12% 0% 0% 52.5% n/a 19% 4% 0% 0% 0% 66% 4% 0% 13.8% 0.67% 49%

% boards with senior independent director (SID)

1.7% 32% 0% 0% 48% n/a 39% 16% 0% 0% 20.9% 63% 4% 15% 0% 99.3%53 85%

% of boards with vice/deputy chair 20.7% 18% 100% 96% 73% 30% 50% 68% 52% 75% 41.9% - 48% 85% 93.1% 10% -

BOAR

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Average board size (total) 10.1 11 9.8 8.2 13.9 16.3 11.5 8.3 8.4 8 10.4 11 10.9 10.6 9.9 10.2 10.8

Average board size (excl. employee representatives)

10.1 10 6.8 811 12.3 8.7 n/a n/a 6.1 7.732 n/a n/a 9.2 n/a n/a 10.1 n/a

Average number of independent board members

4.7 9.1 5.3 6.7 8.5 - 5.9 6.9 4.6 3.8 3.8 4.8 6.4 8.9 3.1 6.2 9.2

% independent board members 45.9% 80% 77.2% 84% 69.1% 60%23 51% 83.6% 76.3% 49.4% 36.7% 44% 69.6% 84% 32.7% 61.4%54 85%

Average number of non-executive directors 7.8 9 5.8 7 10.9 7.7 8.6 6.8 5 6.7 7.8 8.7 7.5 9.3 7.9 6.6 1.6

Average number of executive directors 0.6 1 0 0.04 1 n/a 2.4 0.5 0 0 1.7 1.8 0.8 0 1.2 2.5 15%

AGE

Av. age: all directors 57.7 62 58.3 57.9 58.8 61 58.4 61 56.2 55.533 54.3 60.4 57.8 61.1 59.7 56.7 62.6

Av. age chairs 62.6 64 61.7 61 61.6 68 64.9 65.9 65.4 54.134 58.1 64.2 63.9 63.2 60 64.8 -

Av. age CEOs who sit on the board 54.8 56 n/a 57.4 58.5 n/a 57.6 58.1 n/a n/a 51.8 55.346 54.1 56.5 57.4 54.8 57.4

Av. age all CEOs, including those not on the board

54.5 56 54.5 55.8 57.7 n/a 58 56.7 45.4 53.1 54.9 55.3 54.6 54.3 56.2 53.9 57.4

Av. age: non-executive directors 57.5 62 57.8 57.5 59.4 61 58.5 60.9 54.9 55.635 54.1 - 57.4 61 60.3 59.9 63.1

Av. age: executive directors 55.3 57 46.69 57.412 58.7 n/a 58.1 53.3 63.9 n/a 52.5 - 53.7 58 55.8 53.4 -

FORE

IGN

% foreign board members (all) 31.2% 27% 42.1%10 36.5%13 37% 31% 9.4% 57% 24.3%31 18.8%36 22.8% 19% 30.9%50 59% 16% 32.3% 7%

% foreign chairs 13.8% 15% 28% 16% 23% 20% 5% 32% 8% 10% 20.9% 6% 12% 42.9% 6.9% 21.3% -

% foreign non-executive directors 32% 29% 44.8% 39.7% 40% 31% 11% 59.4% 27.8% 20.1% 26.6% 20.4% 36.4% 60.9% 17.9% 35.6% -

% foreign executive directors 33.8% 16% 0% 0% 21%16 n/a 4.5% 76.9% 0% n/a 2.8% 9% 0% 71.4% 8.6% 22.3% -

Av. # nationalities represented on the board 3.1 - 3.4 3.2 5 3.1 1.8 4.3 2.2 1.7 2.8 - 3.3 6 1.9 3.3 -

GEN

DER

% female board directors (all) 30.4% 26.8% 28%10 33%13 42%17 28.7% 31% 30.4% 45.4%31 21.4%36 8.1% 17% 38.3%50 22.2% 11.1% 25.5% 22.2%

% female chairs 5.2% 8% 0% 4% 2.5% 3.3% 9% 4% 12% 30% 0% 7% 8% 4.8% 6.9% 4.7% 6%

% female CEOs 9.8% 4% 8% 0% 2.5% n/a 8% 0% 0% 0% 0% 2% 12% 0% 4.3% 5.6% 6.2%

% female non-executive directors 36.2% 31% 33.1% 37.4% 46% 32% 37% 32% 52.4% 20.1% 10.2% 19.5% 44.9% 24.9% 12.2% 34.8% -

% female executive directors 14.9% 5% 0% 0% 2.6% n/a 10% 7.7% 0% n/a 2.8% 3.4% 10.5% 0% 11.4% 8.9% -

% boards with at least one female director 100% 99% 96% 100% 100% 100% 99% 84% 100% 80% 48.8% 90% 100% 95% 62.1% 98.7% 99.2%



GEN

ERAL

INFO

RMAT

ION

Size of sample 58 100 25 25 40 30 100 25 25 20 43 100 25 20 29 150 491

Supervisory board/unitary board of directors

1/57 n/a 25/0 0/25 5/35 30/0 2/97 18/7 0/25 20/0 7/36 0/100 0/25 0/20 0/29 1/149 0/491

Average number of board meetings per year

8.4 8 9 11.8 9 6.7 11.6 7.4 8.9 9.5 6.837 10.8 9.9 9 16.952 7.8 8.2

% companies that conducted an external board evaluation

8.6%1 n/a 16% 12% 40%15 17% 28% 20%29 12% 0% 18.6%38 30% 12% 15% n/a 43.3% 2%

Combined chair and CEO 1.7% 12% 0% 0% 52.5% n/a 19% 4% 0% 0% 0% 66% 4% 0% 13.8% 0.67% 49%

% boards with senior independent director (SID)

1.7% 32% 0% 0% 48% n/a 39% 16% 0% 0% 20.9% 63% 4% 15% 0% 99.3%53 85%

% of boards with vice/deputy chair 20.7% 18% 100% 96% 73% 30% 50% 68% 52% 75% 41.9% - 48% 85% 93.1% 10% -

BOAR

D

Average board size (total) 10.1 11 9.8 8.2 13.9 16.3 11.5 8.3 8.4 8 10.4 11 10.9 10.6 9.9 10.2 10.8

Average board size (excl. employee representatives)

10.1 10 6.8 811 12.3 8.7 n/a n/a 6.1 7.732 n/a n/a 9.2 n/a n/a 10.1 n/a

Average number of independent board members

4.7 9.1 5.3 6.7 8.5 - 5.9 6.9 4.6 3.8 3.8 4.8 6.4 8.9 3.1 6.2 9.2

% independent board members 45.9% 80% 77.2% 84% 69.1% 60%23 51% 83.6% 76.3% 49.4% 36.7% 44% 69.6% 84% 32.7% 61.4%54 85%

Average number of non-executive directors 7.8 9 5.8 7 10.9 7.7 8.6 6.8 5 6.7 7.8 8.7 7.5 9.3 7.9 6.6 1.6

Average number of executive directors 0.6 1 0 0.04 1 n/a 2.4 0.5 0 0 1.7 1.8 0.8 0 1.2 2.5 15%

AGE

Av. age: all directors 57.7 62 58.3 57.9 58.8 61 58.4 61 56.2 55.533 54.3 60.4 57.8 61.1 59.7 56.7 62.6

Av. age chairs 62.6 64 61.7 61 61.6 68 64.9 65.9 65.4 54.134 58.1 64.2 63.9 63.2 60 64.8 -

Av. age CEOs who sit on the board 54.8 56 n/a 57.4 58.5 n/a 57.6 58.1 n/a n/a 51.8 55.346 54.1 56.5 57.4 54.8 57.4

Av. age all CEOs, including those not on the board

54.5 56 54.5 55.8 57.7 n/a 58 56.7 45.4 53.1 54.9 55.3 54.6 54.3 56.2 53.9 57.4

Av. age: non-executive directors 57.5 62 57.8 57.5 59.4 61 58.5 60.9 54.9 55.635 54.1 - 57.4 61 60.3 59.9 63.1

Av. age: executive directors 55.3 57 46.69 57.412 58.7 n/a 58.1 53.3 63.9 n/a 52.5 - 53.7 58 55.8 53.4 -

FORE

IGN

% foreign board members (all) 31.2% 27% 42.1%10 36.5%13 37% 31% 9.4% 57% 24.3%31 18.8%36 22.8% 19% 30.9%50 59% 16% 32.3% 7%

% foreign chairs 13.8% 15% 28% 16% 23% 20% 5% 32% 8% 10% 20.9% 6% 12% 42.9% 6.9% 21.3% -

% foreign non-executive directors 32% 29% 44.8% 39.7% 40% 31% 11% 59.4% 27.8% 20.1% 26.6% 20.4% 36.4% 60.9% 17.9% 35.6% -

% foreign executive directors 33.8% 16% 0% 0% 21%16 n/a 4.5% 76.9% 0% n/a 2.8% 9% 0% 71.4% 8.6% 22.3% -

Av. # nationalities represented on the board 3.1 - 3.4 3.2 5 3.1 1.8 4.3 2.2 1.7 2.8 - 3.3 6 1.9 3.3 -

GEN

DER

% female board directors (all) 30.4% 26.8% 28%10 33%13 42%17 28.7% 31% 30.4% 45.4%31 21.4%36 8.1% 17% 38.3%50 22.2% 11.1% 25.5% 22.2%

% female chairs 5.2% 8% 0% 4% 2.5% 3.3% 9% 4% 12% 30% 0% 7% 8% 4.8% 6.9% 4.7% 6%

% female CEOs 9.8% 4% 8% 0% 2.5% n/a 8% 0% 0% 0% 0% 2% 12% 0% 4.3% 5.6% 6.2%

% female non-executive directors 36.2% 31% 33.1% 37.4% 46% 32% 37% 32% 52.4% 20.1% 10.2% 19.5% 44.9% 24.9% 12.2% 34.8% -

% female executive directors 14.9% 5% 0% 0% 2.6% n/a 10% 7.7% 0% n/a 2.8% 3.4% 10.5% 0% 11.4% 8.9% -

% boards with at least one female director 100% 99% 96% 100% 100% 100% 99% 84% 100% 80% 48.8% 90% 100% 95% 62.1% 98.7% 99.2%

International Comparison

spencer stuart22


NEW

MEM

BERS

% new board members 10.4% 8% 17.5% 16% 17.9% 19.7% 18% 9.2% 17.8% 27.5% 18.8% 14.6% 15.2% 9.9% 12.2% 12% 7.5%

% women among new board members

45.9% 41% 33.3% 50% 37.5% 40% 46% 36.8% 40.1% 27.3% 11.9% 28% 40% 33.3% 5.6% 42% 36%

% non-nationals among new board members

42.1% 40% 56.7% 53.1% 35.9% 13.3% 12% 68.4% 33.3% 9% 20.2% 39% 34.3% 71.4% 19.4% 43.3% 8%

OTH

ER B

OAR

DS

Av. # quoted boards per director (total) 1.9 2 1.9 1.8 2.1 - 3.4 2.1 1.7 1.2 1.7 1.1 2.5 2.2 - 2.0 2.1

Av. # quoted boards per chair (total) 2.4 2 2.3 2.3 2 2.8 3.8 2.4 2.2 1.2 1.9 1.3 2.9 2.4 - 2.4 1.457

% executive directors with an outside board 29.9% 39% 0% 0% 56% - 52.5% 38.5% 0% n/a 19.7% 9.6% 57.9% 14.3% 20% 26.4% 46%

% non-executives with a full-time executive role

70.1% - 65.9% 56.3% 58% 31% - 39.4% 77.8% 74.6% 74.3% - 50.8% 44.3% 53.8% 31.5% -

TEN

URE/

RETI

REM

ENT % companies with a mandatory

retirement age46.6% 26%7 64% 8% 35%18 83.3% 4% 16% n/a n/a 0% 23% n/a 55% 0% 0% 73%

Average mandatory retirement age 69.9 73 70.8 66.5 72.1 - 75.526 72.3 n/a n/a n/a 72.1 n/a 71.3 n/a n/a 73

Average tenure (chair and non-executives)

6.1 7.8 4.8 4.8 5.9 6.3 5.3 4.9 4.3 3.4 4.3 5.347 5.3 6.6 5.7 4.4 8.258

REM

UNER

ATIO

N

Av. retainer for non-executive directors (excluding chair and vice chair/SID)

€ 30,589 € 108,7448 € 51,968 € 55,436 € 34,900 € 83,867 € 59,000 € 68,712 € 31,532 € 32,539 € 105,93439 € 71,758 € 62,416 € 197,458 € 72,382 € 82,295 € 108,771

Av. total fees for non-executive directors (excluding chair and vice chair/SID)

€ 51,8592 € 123,648 € 85,462 € 70,307 € 87,780 - € 92,000 € 93,699 € 40,034 € 33,531 € 142,03240 € 131,518 € 81,656 € 272,67351 € 72,382 € 107,106 € 260,984

Av. total fee for vice chair (or SID) € 98,5013 € 153,562 € 130,790 € 93,784 € 53,51319 - € 616,00027 € 133,82330 € 42,280 € 33,771 n/a41 € 30,29248 € 110,408 € 389,317 n/a € 129,779 -

Av. total fee for chairs € 118,4974 € 272,999 € 194,392 € 133,069 € 627,65420 € 374,869 € 879,000 € 254,319 € 68,109 € 47,461 € 185,34242 € 316,94649 € 239,701 € 1,913,819 n/a € 314,73155 € 346,68359

Av. fee for audit committee membership € 11,6955 € 5,877 € 20,874 € 5,48214 € 20,85121 € 42,458 € 18,000 € 13,432 € 7,670 n/a € 12,75843 € 26,92549 € 16,859 € 49,806 n/a € 16,720 € 12,146

Av. fee for remuneration committee membership

€ 7,7545 € 5,432 € 16,683 € 4,52114 € 16,19821,22 -24 € 13,000 € 9,895 € 4,485 n/a € 13,32544 € 42,703 € 10,738 € 36,653 n/a € 15,468 € 10,666

Av. compensation for nomination committee membership

€ 8,0426 € 4,792 € 15,713 € 3,80014 € 15,62521,22 -25 € 12,000 € 8,880 n/a n/a € 14,08745 € 42,188 n/a € 38,736 n/a € 10,19856 € 8,522

EXCO

M

Average board size of executive committee 6.5 - 5.5 9.8 12 - 528 5.6 8.3 6.3 9.8 - 9.7 10.2 8.9 - -

% foreigners on the executive committee 34% - 42% 35% 35% - 6.5% 54% 19% 11.9% 4.0% - 21.8% 62.1% 5.4% - -

% women on the executive committee 18.2% - 13.3% 18.9% 15% - 12% 11.5% 23.6% 11.9% 11.6% - 24.3% 8.4% 8.9% - -



NEW

MEM

BERS

% new board members 10.4% 8% 17.5% 16% 17.9% 19.7% 18% 9.2% 17.8% 27.5% 18.8% 14.6% 15.2% 9.9% 12.2% 12% 7.5%

% women among new board members

45.9% 41% 33.3% 50% 37.5% 40% 46% 36.8% 40.1% 27.3% 11.9% 28% 40% 33.3% 5.6% 42% 36%

% non-nationals among new board members

42.1% 40% 56.7% 53.1% 35.9% 13.3% 12% 68.4% 33.3% 9% 20.2% 39% 34.3% 71.4% 19.4% 43.3% 8%

OTH

ER B

OAR

DS

Av. # quoted boards per director (total) 1.9 2 1.9 1.8 2.1 - 3.4 2.1 1.7 1.2 1.7 1.1 2.5 2.2 - 2.0 2.1

Av. # quoted boards per chair (total) 2.4 2 2.3 2.3 2 2.8 3.8 2.4 2.2 1.2 1.9 1.3 2.9 2.4 - 2.4 1.457

% executive directors with an outside board 29.9% 39% 0% 0% 56% - 52.5% 38.5% 0% n/a 19.7% 9.6% 57.9% 14.3% 20% 26.4% 46%

% non-executives with a full-time executive role

70.1% - 65.9% 56.3% 58% 31% - 39.4% 77.8% 74.6% 74.3% - 50.8% 44.3% 53.8% 31.5% -

TEN

URE/

RETI

REM

ENT % companies with a mandatory

retirement age46.6% 26%7 64% 8% 35%18 83.3% 4% 16% n/a n/a 0% 23% n/a 55% 0% 0% 73%

Average mandatory retirement age 69.9 73 70.8 66.5 72.1 - 75.526 72.3 n/a n/a n/a 72.1 n/a 71.3 n/a n/a 73

Average tenure (chair and non-executives)

6.1 7.8 4.8 4.8 5.9 6.3 5.3 4.9 4.3 3.4 4.3 5.347 5.3 6.6 5.7 4.4 8.258

REM

UNER

ATIO

N

Av. retainer for non-executive directors (excluding chair and vice chair/SID)

€ 30,589 € 108,7448 € 51,968 € 55,436 € 34,900 € 83,867 € 59,000 € 68,712 € 31,532 € 32,539 € 105,93439 € 71,758 € 62,416 € 197,458 € 72,382 € 82,295 € 108,771

Av. total fees for non-executive directors (excluding chair and vice chair/SID)

€ 51,8592 € 123,648 € 85,462 € 70,307 € 87,780 - € 92,000 € 93,699 € 40,034 € 33,531 € 142,03240 € 131,518 € 81,656 € 272,67351 € 72,382 € 107,106 € 260,984

Av. total fee for vice chair (or SID) € 98,5013 € 153,562 € 130,790 € 93,784 € 53,51319 - € 616,00027 € 133,82330 € 42,280 € 33,771 n/a41 € 30,29248 € 110,408 € 389,317 n/a € 129,779 -

Av. total fee for chairs € 118,4974 € 272,999 € 194,392 € 133,069 € 627,65420 € 374,869 € 879,000 € 254,319 € 68,109 € 47,461 € 185,34242 € 316,94649 € 239,701 € 1,913,819 n/a € 314,73155 € 346,68359

Av. fee for audit committee membership € 11,6955 € 5,877 € 20,874 € 5,48214 € 20,85121 € 42,458 € 18,000 € 13,432 € 7,670 n/a € 12,75843 € 26,92549 € 16,859 € 49,806 n/a € 16,720 € 12,146

Av. fee for remuneration committee membership

€ 7,7545 € 5,432 € 16,683 € 4,52114 € 16,19821,22 -24 € 13,000 € 9,895 € 4,485 n/a € 13,32544 € 42,703 € 10,738 € 36,653 n/a € 15,468 € 10,666

Av. compensation for nomination committee membership

€ 8,0426 € 4,792 € 15,713 € 3,80014 € 15,62521,22 -25 € 12,000 € 8,880 n/a n/a € 14,08745 € 42,188 n/a € 38,736 n/a € 10,19856 € 8,522

EXCO

M

Average board size of executive committee 6.5 - 5.5 9.8 12 - 528 5.6 8.3 6.3 9.8 - 9.7 10.2 8.9 - -

% foreigners on the executive committee 34% - 42% 35% 35% - 6.5% 54% 19% 11.9% 4.0% - 21.8% 62.1% 5.4% - -

% women on the executive committee 18.2% - 13.3% 18.9% 15% - 12% 11.5% 23.6% 11.9% 11.6% - 24.3% 8.4% 8.9% - -

spencer stuart24

nOn-EXECUTIVE DIRECTORS (EXCLUDInG CHAIR)

nOn-EXECUTIVES APPOInTED 1 JUnE 2016–31 MAY 2017 MAnAGEMEnT BOARD

TOTAL nUMBER Of

DIRECTORS

CHAIR ALSO CEO?

fOREIGn CHAIR?

fOREIGn CEO?

nATIOnALITIES On

THE BOARD

InCLUDInG CHAIR

TOTAL

InDEPEnDEnT

fOREIGn

WOM

En

TOTAL

fOREIGn

WOM

En

EXECUTIVES On THE

BOARD (EXCL.

CHAIR)

TOTAL nUMBER Of

DIRECTORS

fOREIGn

WOM

En

Board composition

Akbank 10 No No No 1 6 3 0 0 0 N/A N/A 3 12 0 2

Arçelik 12 No No No 1 10 4 0 1 1 0 0 1 5 1 0

BIM 6 Yes No No 3 5 2 2 0 0 N/A N/A 0 3 0 0

Coca-Cola İçecek 12 No No No 1 11 4 0 1 4 0 0 0 13 1 2

Doğuş Otomotiv 9 No No No 1 7 3 0 2 0 N/A N/A 1 10 0 1

Emlak Konut GYO 7 No No No 1 5 3 0 1 1 0 0 1 5 0 0

ENKA 5 Yes No No 1 3 2 0 0 0 N/A N/A 2 9 0 0

Erdemir 9 Yes No No 1 8 3 0 2 2 0 0 1 5 0 0

Ford 13 No No No 4 9 2 5 1 1 1 0 3 11 1 3

Garanti Bank 11 No No No 2 9 3 5 1 2 2 0 1 12 0 2

Halkbank 8 No No No 1 6 3 0 0 0 N/A N/A 1 12 0 0

İşbank 11 No No No 1 8 2 0 2 5 0 0 2 11 0 1

Kardemir 11 No No No 1 10 4 0 0 0 N/A N/A 0 4 0 1

Koç Holding 17 No No No 7 15 7 5 4 1 0 0 1 13 0 1

Otokar 9 No No No 1 7 3 0 0 0 N/A N/A 1 6 0 0

Petkim 9 No Yes Yes 2 8 3 4 0 3 0 0 0 8 5 0

Sabanci Holding 9 No No No 1 7 3 0 3 1 0 0 1 8 0 1

Soda Sanayii 5 No No No 1 2 2 0 0 0 N/A N/A 2 10 0 1

Şişecam 9 No No No 1 7 3 0 2 2 0 0 1 12 0 2

TAV 11 No No No 2 10 4 4 1 1 1 0 1 8 1 1

Tekfen 10 Yes No No 2 8 4 0 2 1 0 1 2 6 0 1

THY 9 No No No 1 7 3 0 1 0 N/A N/A 1 9 0 0

Tofaş 12 No No No 4 10 2 5 0 0 N/A N/A 1 18 2 1

Tüpraş 15 No No No 1 14 5 0 1 1 0 0 0 6 0 0

Türk Telekom 12 No Yes Yes 4 11 4 5 0 1 0 0 0 10 1 0

Turkcell 7 No No No 2 6 2 2 0 0 N/A N/A 0 11 0 1

Ülker 8 No No No 1 5 2 0 0 1 0 0 2 2 0 0

Vakiflar Bankasi 7 No No No 1 5 2 0 1 0 N/A N/A 1 9 0 0

Yapi Kredi Bankasi 14 No No No 4 11 3 6 2 2 2 0 2 10 2 2


nOn-EXECUTIVE DIRECTORS (EXCLUDInG CHAIR)

nOn-EXECUTIVES APPOInTED 1 JUnE 2016–31 MAY 2017 MAnAGEMEnT BOARD

TOTAL nUMBER Of

DIRECTORS

CHAIR ALSO CEO?

fOREIGn CHAIR?

fOREIGn CEO?

nATIOnALITIES On

THE BOARD

InCLUDInG CHAIR

TOTAL

InDEPEnDEnT

fOREIGn

WOM

En

TOTAL

fOREIGn

WOM

En

EXECUTIVES On THE

BOARD (EXCL.

CHAIR)

TOTAL nUMBER Of

DIRECTORS

fOREIGn

WOM

En

Akbank 10 No No No 1 6 3 0 0 0 N/A N/A 3 12 0 2

Arçelik 12 No No No 1 10 4 0 1 1 0 0 1 5 1 0

BIM 6 Yes No No 3 5 2 2 0 0 N/A N/A 0 3 0 0

Coca-Cola İçecek 12 No No No 1 11 4 0 1 4 0 0 0 13 1 2

Doğuş Otomotiv 9 No No No 1 7 3 0 2 0 N/A N/A 1 10 0 1

Emlak Konut GYO 7 No No No 1 5 3 0 1 1 0 0 1 5 0 0

ENKA 5 Yes No No 1 3 2 0 0 0 N/A N/A 2 9 0 0

Erdemir 9 Yes No No 1 8 3 0 2 2 0 0 1 5 0 0

Ford 13 No No No 4 9 2 5 1 1 1 0 3 11 1 3

Garanti Bank 11 No No No 2 9 3 5 1 2 2 0 1 12 0 2

Halkbank 8 No No No 1 6 3 0 0 0 N/A N/A 1 12 0 0

İşbank 11 No No No 1 8 2 0 2 5 0 0 2 11 0 1

Kardemir 11 No No No 1 10 4 0 0 0 N/A N/A 0 4 0 1

Koç Holding 17 No No No 7 15 7 5 4 1 0 0 1 13 0 1

Otokar 9 No No No 1 7 3 0 0 0 N/A N/A 1 6 0 0

Petkim 9 No Yes Yes 2 8 3 4 0 3 0 0 0 8 5 0

Sabanci Holding 9 No No No 1 7 3 0 3 1 0 0 1 8 0 1

Soda Sanayii 5 No No No 1 2 2 0 0 0 N/A N/A 2 10 0 1

Şişecam 9 No No No 1 7 3 0 2 2 0 0 1 12 0 2

TAV 11 No No No 2 10 4 4 1 1 1 0 1 8 1 1

Tekfen 10 Yes No No 2 8 4 0 2 1 0 1 2 6 0 1

THY 9 No No No 1 7 3 0 1 0 N/A N/A 1 9 0 0

Tofaş 12 No No No 4 10 2 5 0 0 N/A N/A 1 18 2 1

Tüpraş 15 No No No 1 14 5 0 1 1 0 0 0 6 0 0

Türk Telekom 12 No Yes Yes 4 11 4 5 0 1 0 0 0 10 1 0

Turkcell 7 No No No 2 6 2 2 0 0 N/A N/A 0 11 0 1

Ülker 8 No No No 1 5 2 0 0 1 0 0 2 2 0 0

Vakiflar Bankasi 7 No No No 1 5 2 0 1 0 N/A N/A 1 9 0 0

Yapi Kredi Bankasi 14 No No No 4 11 3 6 2 2 2 0 2 10 2 2

spencer stuart26

TENURE

NON-EXECUTIVES

(EXCL. ChaIR)

ChaIR

CEO

aVERaGE aGE OF aLL

DIRECTORS

SChEDULED BOaRD

MEETINGS

NUMBER OF

COMM

ITTEES

NaMES OF

COMM

ITTEES

RETaINER FEE (NET)

RETaINER FEE

(GROSS) 8

Tenure, meetings, committees and fees

A AuditAsL Asset Liability C CompensationCG Corporate GovernanceCM Corporate ManagementCr Credit

CSR Corporate Social Responsibility EaDeRi Early Detection of RiskEx ExecutiveM ManagementN Nomination

R RemunerationRe RevisionRi RiskS SustainabilityTRNC Turkish Republic of Nothern Cyprus Internal Systems

Key to committees

Akbank 13.7 9.2 5.4 63.6 Not disclosed1 6 A4; Not Disclosed – 120,000

Arçelik 8.9 5.0 2.3 67.1 3 4 A6; CG6; Ex(Not Disclosed); Ri&M6 – 330,000

BIM 8.7 7.4 7.4 64.6 7 3 A6; Not Disclosed 60,000 93,406

Coca-Cola İçecek 2.9 11.1 3.4 66.8 5 3 A5; CG5; EaDeRi3 84,000 133,000

Doğuş Otomotiv 9.7 17.2 Not disclosed Not Disclosed 11 4 A6; CG&S4; EaDeRi5; R&N3 240,000 379,000

Emlak Konut GYO 1.9 6.4 6.5 47.5 Not disclosed 3 A4; CG4; EaDeRi3 116,000 186,858

ENKA 5.1 23.4 5.1 62.8 14 3 A5; CG2; EaDeRi6 186,000 295,000

Erdemir 2.7 0.4 4.4 49.0 7 3 Not Disclosed 79,200 124,732

Ford 3.8 4.5 5.3 58.2 Not disclosed2 4 Not Disclosed – 330,000

Garanti Bank 6.7 16.1 5.2 54.7 20 4 A8; CG3, Cr32; R2 48,000 73,828

Halkbank 1.8 1.8 3.3 55.8 42 5 A12; AsL50; C1; CG4; Cr50; Ri12; S6 175,164 278,967

Işbank 1.8 6.2 6.2 59.2 15 8A33; CG4; Cr(Not Disclosed); Cr&R3(Not Disclosed); CSR7; R3; Ri(Not Disclosed); TRNC6

310,800 454,000

Kardemir 6.0 Not Disclosed Not disclosed 64.7 27 3 A6; CM1; EaDeRi6 240,000 379,000

KoçHolding 8.3 1.3 1.2 64.7 Not disclosed3 4 A2; Not Disclosed – 462,000

Otokar 5.5 2.2 Not disclosed 63.6 Not disclosed4 3 A5; CG7; Ri&M7 – 357,000

Petkim 3.5 7.7 Not disclosed 56.5 12 3 A4; CG3; EaDeRi6 – 198,000

Sabanci Holding 8.9 3.0 0.2 60.1 6 3 A4; CG6; Ri6 – 120,000

Soda Sanayii 2.2 6.1 Not disclosed 52.6 Not disclosed5 3 A4; CG5; EaDeRi8 – 132,000

Şişecam 3.0 0.1 6.1 59.3 Not disclosed6 3 A16; CG5; EaDeRi10 – 92,400

TAV Not Disclosed 10.3 Not disclosed 57.9 6 4 A4; CG6; N2; Ri6 196,616 287,000

Tekfen 4.6 2.4 4.1 69.1 25 3 Not Disclosed – 165,000

THY 5.9 2.2 0.6 50.6 48 4 Not Disclosed ND ND

Tofaş 7.1 1.1 2.2 60.1 21 3 A5; CG5; EaDeRi6 – 330,000

Tüpraş 5.9 9.4 1.4 66.8 Not disclosed 4 A7; CG6; EaDeRi6; Ex12 – 330,000

Türk Telekom 3.8 9.2 0.7 50.7 4 4 A8; CG4; EaDeRi6; Ex(Not Disclosed) 96,000 180,000

Turkcell 3.9 3.8 2.2 61.6 9 4 Not Disclosed ND ND

Ülker 1.8 3.2 1.4 59.0 Not disclosed7 3 A4; CG4; Ri6 56,400 87,533

Vakiflar Bankasi 4.4 4.2 4.2 60.7 44 5 A16; AsL44; CG2; Cr75; R1 175,164 257,542

Yapi Kredi Bankasi 4.0 1.2 8.1 53.5 11 5 A4; CG2; Cr51; Ex20; R2 – 357,000


TENURE

NON-EXECUTIVES

(EXCL. ChaIR)

ChaIR

CEO

aVERaGE aGE OF aLL

DIRECTORS

SChEDULED BOaRD

MEETINGS

NUMBER OF

COMM

ITTEES

NaMES OF

COMM

ITTEES

RETaINER FEE (NET)

RETaINER FEE

(GROSS) 8

1 Minimum 12 meetings per year is mandatory2 Minimum 3 or 4 meetings per year is mandatory3 29 decisions4 22 decisions

5 41 decisions. Minimum 12 meetings per year is mandatory 6 114 decisions. Minimum 12 meetings per year is mandatory 7 31 decisions

8 Around half of the BIST companies disclose director remuneration as a net figure. Where a net figure is disclosed we have provided a gross figure (estimated) for comparison purposes.

Footnotes

Akbank 13.7 9.2 5.4 63.6 Not disclosed1 6 A4; Not Disclosed – 120,000

Arçelik 8.9 5.0 2.3 67.1 3 4 A6; CG6; Ex(Not Disclosed); Ri&M6 – 330,000

BIM 8.7 7.4 7.4 64.6 7 3 A6; Not Disclosed 60,000 93,406

Coca-Cola İçecek 2.9 11.1 3.4 66.8 5 3 A5; CG5; EaDeRi3 84,000 133,000

Doğuş Otomotiv 9.7 17.2 Not disclosed Not Disclosed 11 4 A6; CG&S4; EaDeRi5; R&N3 240,000 379,000

Emlak Konut GYO 1.9 6.4 6.5 47.5 Not disclosed 3 A4; CG4; EaDeRi3 116,000 186,858

ENKA 5.1 23.4 5.1 62.8 14 3 A5; CG2; EaDeRi6 186,000 295,000

Erdemir 2.7 0.4 4.4 49.0 7 3 Not Disclosed 79,200 124,732

Ford 3.8 4.5 5.3 58.2 Not disclosed2 4 Not Disclosed – 330,000

Garanti Bank 6.7 16.1 5.2 54.7 20 4 A8; CG3, Cr32; R2 48,000 73,828

Halkbank 1.8 1.8 3.3 55.8 42 5 A12; AsL50; C1; CG4; Cr50; Ri12; S6 175,164 278,967

Işbank 1.8 6.2 6.2 59.2 15 8A33; CG4; Cr(Not Disclosed); Cr&R3(Not Disclosed); CSR7; R3; Ri(Not Disclosed); TRNC6

310,800 454,000

Kardemir 6.0 Not Disclosed Not disclosed 64.7 27 3 A6; CM1; EaDeRi6 240,000 379,000

KoçHolding 8.3 1.3 1.2 64.7 Not disclosed3 4 A2; Not Disclosed – 462,000

Otokar 5.5 2.2 Not disclosed 63.6 Not disclosed4 3 A5; CG7; Ri&M7 – 357,000

Petkim 3.5 7.7 Not disclosed 56.5 12 3 A4; CG3; EaDeRi6 – 198,000

Sabanci Holding 8.9 3.0 0.2 60.1 6 3 A4; CG6; Ri6 – 120,000

Soda Sanayii 2.2 6.1 Not disclosed 52.6 Not disclosed5 3 A4; CG5; EaDeRi8 – 132,000

Şişecam 3.0 0.1 6.1 59.3 Not disclosed6 3 A16; CG5; EaDeRi10 – 92,400

TAV Not Disclosed 10.3 Not disclosed 57.9 6 4 A4; CG6; N2; Ri6 196,616 287,000

Tekfen 4.6 2.4 4.1 69.1 25 3 Not Disclosed – 165,000

THY 5.9 2.2 0.6 50.6 48 4 Not Disclosed ND ND

Tofaş 7.1 1.1 2.2 60.1 21 3 A5; CG5; EaDeRi6 – 330,000

Tüpraş 5.9 9.4 1.4 66.8 Not disclosed 4 A7; CG6; EaDeRi6; Ex12 – 330,000

Türk Telekom 3.8 9.2 0.7 50.7 4 4 A8; CG4; EaDeRi6; Ex(Not Disclosed) 96,000 180,000

Turkcell 3.9 3.8 2.2 61.6 9 4 Not Disclosed ND ND

Ülker 1.8 3.2 1.4 59.0 Not disclosed7 3 A4; CG4; Ri6 56,400 87,533

Vakiflar Bankasi 4.4 4.2 4.2 60.7 44 5 A16; AsL44; CG2; Cr75; R1 175,164 257,542

Yapi Kredi Bankasi 4.0 1.2 8.1 53.5 11 5 A4; CG2; Cr51; Ex20; R2 – 357,000

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