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ENSARI DERI GIDA SANAYI ve TICARET A.S.

REMUNERATION POLICY FOR BOARD MEMBERS AND SENIOR UTIVES 

1.AIM AND SCOPE

The planning, ution and management of remuneration practices for the members of the Board of Directors and senior utives are determined by a remuneration policy based on the structure, strategies, long-term goals and effective risk management of the company within the scope of the relevant legislation and the company's activities.

2. REMUNERATION PRINCIPLES

• “The Remuneration Policy of the Members of the Board of Directors and Senior utives” are included in the agenda of the general assembly as a separate item and presented to the information of the shareholders. It is also published on the company's website.

• The salaries of the members of the board of directors and senior utives are determined objectively with consideration for the framework of economic conditions, in line with the company's internal balances and long-term goals.

• Stock options or payment plans based on the company's performance cannot be used in the remuneration of the independent members of the board of directors, and care shall be taken that the level of their salaries ensures their independence. 

• The company cannot lend or make loans available to any member of the board of directors or senior utives, make loans available under the name of personal loans through a third party, or give guarantees such as surety in their favor.

• In addition to the wages determined for senior utives and board members, additional benefits can be provided based on performance within the scope of Communiqu serial: IV, No: 56 of the relevant Capital Markets Board.

3. DUTIES AND RESPONSIBILITIES

The corporate governance committee of the company, the board of directors and senior utives prepare their proposals for remuneration taking into account the performance and long-term goals of the company and present them to the board of directors.

A balance is achieved between the wages paid by taking into account criteria such as the importance of the job, degree of difficulty and responsibility as well as the risks in a way that is directly proportional to the performance of the company.
The corporate governance committee reviews the remuneration policy at least once a year and examines any remuneration-related documents. The committee submits an amendment proposal to the Board of Directors if deemed necessary.
The Committee takes the current financial situation and performance of the company and the anticipated revenues to be obtained in the future into consideration, as well as the legislation, in the proposed remuneration.
The remuneration determined by the committee can be in the form of fixed as well as variable (performance-based) payments. Performance payments are additional payments made when performance targets are achieved in terms of both quantity and quality.


4.ENFORCEMENT

The Remuneration policy comes into effect after it is approved by the Board of Directors. It is included in the agenda of the general assembly for information purposes and published on the website. In addition, remuneration paid to the members of the board of directors and senior utives and all benefits provided on an individual basis are disclosed to the public through the annual report.
 

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