1- AIM AND SCOPE
The Audit Committee has been established within the framework of the regulations, provisions and principles contained in the Capital Markets Legislation, Company Articles of Association and the Corporate Governance principles of the Capital Markets Board to support the preparation of the financial and operational activities of the Board of Directors in a robust and legal manner and ensure that the accuracy and transparency of the financial statements and other financial information is compliant with the legislation and international accounting standards, its disclosure to the public, and the examination and evaluation of the functioning and effectiveness of the independent audit and internal control system. The Committee is formed and authorized by the Board of Directors. The Committee is authorized to get information by inviting internal and external auditors and experts to their meetings, and to seek outside legal and professional advice when needed. The Committee acts within its own authority and responsibility and makes recommendations to the Board of Directors, but the responsibility for any final decision always rests with the Board of Directors.
2- THE STRUCTURE OF THE COMMITTEE
The committee consists of at least two members. All of the members are elected from among the independent board members. Chief utive officer/general manager cannot take part in committees. The Audit Committee is authorized by the Company's Board of Directors. Committee members are re-determined by the Board of Directors every year after the Ordinary General Assembly meeting. Committee members whose term of office has expired can be elected again.
3- DUTIES AND RESPONSIBILITIES
• The Committee submits the financial statements and footnotes to be disclosed to the public in writing, together with its own evaluations, to the Board of Directors by taking the opinions of the Company's responsible managers and independent auditors regarding the accuracy and compliance with the accounting principles followed by the Company into consideration.
• The Committee reviews the annual report to be disclosed to the public, and reviews whether the information contained therein is correct and consistent with the information held by the Committee.
• The Committee reports changes in accounting policies, internal control system and legislation that have a significant effect on the preparation of the company's financial statements to the Board of Directors.
• The Committee reviews important accounting and reporting issues and legal issues and ensures that their effects on the financial statements are examined.
• The Committee examines and finalizes complaints from shareholders and stakeholders that are significant enough to affect the financial statements.
• The Committee reviews the transactions that are left to the evaluation and decision of the Company management for transfer into the accounting records, such as valuation of assets and resources, guarantees and sureties, fulfillment of social responsibilities, provisions for lawsuits, other liabilities and contingent events. b)
• The ion and replacement of the independent audit company, initiation of the auditing process, monitoring and evaluation of its activities are carried out under the supervision of the Audit Committee.
• The Committee examines the scope of the audit and the audit process proposed by the independent external auditors, and informs the Board of Directors about the issues that obstruct their work.
• The Committee evaluates the performance of the independent external auditors on their independence.
• The Committee ensures that any important problems identified by the independent external auditors and their suggestions for the elimination of these problems reach the Committee's knowledge and are discussed in a timely manner.
• The Committee meets at the Company's headquarters at least once every three months. Only committee members can attend committee meetings. Upon the invitation of the chairman of the committee, it is possible for company officials or independent consultants from outside the company to attend the meetings and voice their opinions if such a need should arise.
Committee meetings are held quarterly, with the majority of the total number of committee members, in accordance with the calendar of disclosure of financial reports as a general principle.
All kinds of resources and support necessary for the committee to fulfill its duties are provided by the board of directors. The cost of consultancy services required by the committee is covered by the company. The committee puts all its work in writing and keeps a record. When deemed necessary, the committee prepares a report and conveys its opinions and recommendations to the Board of Directors. The final decision and responsibility belongs to the Board of Directors.
4- REPORTING
The committee notifies the Board of Directors of the action to be taken or the improvement works to be done in the matters within its scope of duty.
The committee presents a report to the board of directors, including the proposals received on the ion of the independent audit firm and the committee's assessment of them and the independence of the independent audit firm.
5- ENFORCEMENT
Duties and Working Principles of the Audit Committee enter into force with the approval of the Board of Directors.
