Page 28 - Nurol YES Sustainability Report

GOVERNANCE

Nurol Construction is managed and represented by Board of representing Nurol Construction is mainly responsible from, Board meetings requires presence of majority; during decision budget presentation meeting. Nurol Construction is represented by
Directors, excluding exceptions written by law. Board of Directors has informing Nurol Construction HQ on, board activities and decisions making, majority of attendants is required. In case of equal votes, General Manager almost in every 2.5 months, in Nurol Group Board of
eight members who are all capable and eligible to manage Nurol and integrating Nurol HQ top management to decision making the decision topic postpones to the next meeting. In the second Directors meeting.
Construction in terms of education and work experience. Board process. Thus, Executive Board can be associated indirectly with meeting, the referred proposal counted as rejected in case equal Project Control Department is responsible from information,
Members elected for maximum 3 years of duty and those can be Board of Directors. votes repetition. The validity of decisions depends on being signed. documentation and presentation preparation for Board of Directors
elected over after 3 years completion. Nurol Construction is managed by Chairman, Vice Chairman, Group Ordinary meeting held in 3 months period following the end of each meetings. All production and financial data about projects are
In the projects where we have partners, each and every partner is Managers and Department Managers. Corporate communications of operating cycle. During these meetings discussion and decision provided to Project Control Department by Worksite Technical O ce
represented in Executive Boards, who ensures tracking of production Nurol Construction led by Nurol Holding HQ. topics are as follows: election of related administrative unit, financial Units. After proper controls and filtering of data, Project Control
progress and financial performance. Executive Board Member reports, yearly report of Board of Directors, assessment of profit Department makes the needed arrangement to make the data ready
utilization, dividend and earning per share decisions, Board of for presenting to Nurol Group Board of Directors. Budget and
Directors release and topics related with current operating cycle and Financial Control Department takes an active part in the
need based other topics. In case of any need Board can hold special arrangement of data related with financial activities of Nurol
meetings. Construction. By the compilation of all data, General Manager signed
Operation and process details of Board of Directors are organized report and presentation becomes ready to be shared by Board of
under company’s articles of association. Directors. General Manager is usually equipped by Executive
summaries on production progress and Administrative Allowance
Nurol Group of Companies attend Nurol Group Board of Directors Payment Charts as supporting documents.
meeting, which held 5 times in a year and one of which is yearly

Governance Principles
In 2018 ‘Governance Principles’ released defining logic and behavior shaping all business relations and transactions, risk management applicable
for all areas of activity, ethical principles and internal control policies. ‘Governance Principles Manual’ printed and distributed to all employees to
Erol ÇARMIKLI Nurettin ÇARMIKLI M. Oğuz ÇARMIKLI increase employee awareness and accessibility of Governance Principles.
Nurol Goverance Principles cover below topics:

BOARD OF DIRECTORS & CORPORATE GOVERNANCE
Codes of Conduct Anti-Corruption and Bribery
According to 31 January 2017 dated Board of Directors decision, below table shows the members ratified to serve as specified Board Members. Human Resources and Employee Relations Facilitation Payments
Customers, Suppliers and Subcontractor Relations Gifts, Representation and Hosting
Responsibility Name, Surname Asset Security and Protection Consultants
Nurol owned Information Protection Working with Partners and Other Working Arrangements
Chairman Nurettin ÇARMIKLI
Fraud Prevention, Accurate Accounting Recording and Lobby Activities, Political Support and Political Donation
Vice Chairman M. Oğuz ÇARMIKLI Accuracy of Company Books Sponsorships
Board Member Gürol ÇARMIKLI Conflict of Interest Disaster Management
Honest Communication with Society and Media Risk Management
Board Member Gürhan ÇARMIKLI Occupational Health and Safety Operational Excellence Declaration
Board Member Oğuzhan ÇARMIKLI Product/Service Quality and Safety Social Responsibility and Volunteerism

Board Member Bülent ERDOĞAN Sensitivity to Environment Charity Donations
Respect to Law and Compliance to Regulations Violation Declarations
Board Member Mehmet BUYURGAN
Board Member Semih KAYAALP
Governance Principles shared with employees through ‘Nurol Construction Family Talks’ organizations which kicked o by Nurol Construction in
2018, helping to inform employees on governance principles and increase awareness.
Besides, Nurol Construction signed United Nations Global Compact and declared to support Human Rights, Labour, Environment and
Anti-Corruption.
DETAILED INFORMATION
For Board of Directors operations and Board Member biographies:
https://e-sirket.mkk.com.tr/esir/Dashboard.jsp#/sirketbilgileri/11082

28 NUROL YES SUSTAINABILITY REPORT 2018 GOVERNANCE 29