Corporate Governance Code Of Best Practice: Composition and Functioning of the Board of Directors
İÇİNDEKİLERINTRODUCTION1. The Board and its Responsibilities 2. Board Membership Criteria 3. Composition of the Board 3.1 Ratio of Independent Members 3.2 Obligation of Independent Board Members to State their Independence 4. Election, Invitation and Orientation of New Board Members 5. Separation of Duties of the Chairman of the Board and Chief Executive Officer 6. Role of Chairman of the Board 7. Size of the Board and Decision Making Mechanism 8. Term and Meetings of the Board of Directors 9. Re-election and Retirement 10. Board Compensation Review 11. Evaluation of Performance of Board of Directors and Chief Executive Officer 12. Board Relations with Shareholders, Investors, Press and Customers 13. Number, Structure and Independence of Board Committees 13.1 Audit Committee 13-2 Corporate Governance Committee 13-3 Senior Management Training, Career and Remuneration Committee 14. Term, Meeting Frequency, Length and Agenda of the Committees 15. Other Important Issues Regarding the Functioning of the Board 15.1 Statements and Discussions during Board Meetings 15.2 Content and Quality of Disclosure 15.3 Rights and Voting Power of Shareholders 15.4 General Assemblies ANNEXES Annex 1. Comparison of "Corporate Governance Code of Best Practice: Composition and Functioning of the Board of Directors" and OECD Principles of Corporate Governance Annex 2. Corporate Governance Working Group of TUSIAD |