Corporate Governance Principles

Corporate Governance Principles

The corporate governance principles that shape the relations of our Company’s Board of Directors, executives, shareholders and other stakeholders with both our Company and each other are as follows.

Garanti BBVA Pension Operates Its Activities In Accordance With The Equality, Transparency, Accountability and Responsibility Principles

For Garanti BBVA Pension;

    • Equality signifies; Company management’s equal treatment to shareholders and stakeholders in all its actions and prohibition of possible conflicts of interest,
    • Transparency signifies; Timely, true, complete, understandable, interpretable, cost-effectively and easily accessible public disclosure of Company’s relevant financial and non-financial information, except for information that qualify as trade secret and has not been yet publicly disclosed,
    • Accountability signifies; Accountability of the Members of the Board, fundamentally to the corporation’s legal personality and shareholders,
    • Responsibility signifies; Conformity of all of company management’s activities to the legislation, articles of association and company’s internal regulations, and inspection of this conformity.
Garanti BBVA Pension Takes The Necessary Measures That Will Allow The Company’s Use Of Its Share Ownership Rights Arising From The Legislation, Articles Of Association And Other Internal Regulations

As principle, all shareholders should be treated equally.

Shareholders should not be discriminated for the exercise of their rights of access to information and review of information. All sorts of information that may affect shareholders from exercising their rights should be presented to the shareholders electronically with up-to-date information.

Prior to general assembly meetings, all sorts of measures should be taken to ensure shareholders’ attendance to the general assembly and they should be completely informed about the agenda of the general assembly to prevent hesitation and allow shareholders to make necessary preparations. In the General Assembly meetings, the issues on the agenda should be conveyed in an objective, detailed, clear and comprehensible manner; the shareholders should be provided with the opportunity to state their opinions and ask questions under equal circumstances, and a healthy discussion environment should be created.

Implementations obstructing the voting right should be avoided. Each shareholder should be provided the opportunity to exercise his/her voting right as easy and properly as possible.

Voting procedure should be announced to shareholders prior and at the start of the meeting.

The utmost care should be given to the exercise of minority rights.

Implementations obstructing the free transfer of shareholders’ shares should be avoided.

Company’s dividend implementations should be specific and coherent. There should be coherence between the interests of shareholders and interests of the company for the dividend procedures. Issues related to dividend procedures should be submitted to the review of shareholders at the general assembly meeting, set out in the activity report and publicly disclosed in accordance with the information policy.

Garanti BBVA Pension Transparently Performs Its Tasks and Transactions

Information that will be disclosed to the public that can affect the financial position and activity results should be timely, truly, completely, understandably, up-to-date and easily accessibly submitted to the public.

Public should be immediately informed in case of any significant change in the financial position or activities.

Our Company’s website should be actively used for public disclosure.

In addition to the information stated by the article 13, paragraph three, sub-paragraph (a) titled 'Obligation To Set Up A Website' of the Regulation on Notifications Regarding Insurance Contracts published in the Official Gazette dated October 28, 2007 and numbered 26684, our Company’s website contains;

    • Corporate information about our Company in Turkish and English,
    • Trade registration information,
    • Articles of association,
    • Details about the Members of the Board of Directors,
    • Activity reports,
    • Financial statements from the current year and the last five years including the independent audit reports and footnotes,
    • Company’s mission and vision,
    • Information about pension investment funds shall be provided.

Board of Directors should draft principles stating the information policy about public disclosure, submit to the general assembly and disclose them to the public. The code of conduct of our company should be disclosed to the public in accordance with the information policy.

The dividend procedures determined by the General Assembly should be found in the activity report and disclosed to the public in accordance with the information policy.

Activity report should be drafted with adequate detail, allowing the public to reach all sorts of information about our Company’s activities.

Garanti BBVA Pension Protects The Rights Of Stakeholders Independently

Upon conflicts of interest between stakeholders or in case a stakeholder is involved with multiple interest groups; the adopted policy should be as balanced as possible for the protection of rights.

All sorts of measures should be taken to ensure customer satisfaction in offering products and services. For trade secrets, attention should be paid to the confidentiality of information about customers and suppliers. Necessary measures should be taken to establish good relations between our company and customers and suppliers, far from any unfair advantages, and adapt to the terms of the contracts signed between the parties.

The policy of providing equal opportunities to anyone under equal conditions should be adopted for recruitment applications and career planning.

In order to ensure a cooperative management environment, meetings should be organized to inform and exchange views with employees about subjects like financial opportunities, remunerations, career, training and health.

Executives should define and announce the job definitions and distributions to the employees.

A safe working environment and conditions should be established for the employees and these conditions should be constantly improved. Measures should be taken to protect employees from physical, psychological and emotional mistreatment inside the company. Employees or their representatives should be informed about decisions or developments about employees.

There should be awareness for social responsibilities; environmental, consumer and public health regulations as well as code of conduct should be followed and the Company’s activities on these issues should be disclosed to the public.

Garanti BBVA Pension Board of Directors and Executives Conduct Their Activities Fairly, Transparently, Accountably and Responsibly

Board of Directors should determine the Company policy and strategy, the road map to achieve these policies and strategies, developments on these policies and strategies, procedures to follow for observation and assessment. Board of Directors should constantly and effectively review the Company’s level of achievement to its goals, its activities and past performance. When necessary, it should take measures without delay, before emerge of the issue.

Board of Directors should oversee the conformity of Company activities to the legislation, articles of association, internal regulations and established policies.

Board of Directors should be responsible for drafting the periodic financial statements according to the current legislation and international accounting standards, their presentation and authenticity. Board of Directors should take a separate decision for the approval of the periodic financial statements and annual activity report.

Executives should ensure that Company affairs are carried out in accordance with the mission, vision, goals, strategies and policies; they should act according to the financial and operational plans annually approved by the Board of Directors. Executives should comply with the legislation, articles of association, company’s internal regulations and policies when exercising their duties.

Executives shall not use Company’s secret and undisclosed information on their own or behalf of others; they shall not spread fictional, false, misleading information, news and comments about the Company.

Garanti BBVA Pension Considers Its Code of Conduct, Internal Balance and Strategic Goals To Determine Its Remuneration Policy

Board of Directors should determine the general policy about the remuneration of the board members, upper executives and other personnel.

Individuals’ qualities and contributions to company’s success should be considered for the remuneration and other rewards for the executives and employees.

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