Page 30 - Nurol YES Sustainability Report

GOVERNANCE

Nurol Construction is managed by the Board of Directors, unless otherwise stipulated by law. The Board of Directors consists of eight members In the meetings of the Board of Directors; the majority of the total Operation and process details of Board of Directors are organized
and the entire Board of Directors has the competence to manage Nurol Construction in terms of educational background and work experience. number of members of the Board of Directors is sought and takes underthe articles of association.
Members of the Board of Directors are elected for a maximum of three years, and the members of the Board of Directors whose term of o ce their decisions with the majority of the members present at the Nurol Group Companies attend Nurol Group Board of Directors
expires can be re-elected. meeting. In case of equal voting, the matter to be decided upon is meeting, held four times annually and one being annual budget
In our projects conducted with our business partners; the Executive Boards are appointed, in which each partner is represented, that monitor all postponed to the next meeting. In the second meeting, the referred presentation meeting. Nurol Construction is represented by General
matters related to the project, especially administrative relations, business progress and financial situation. Executive Board Member proposal is deemed as rejected in case equal voting again. The validity Manager quarterly in Nurol Group Board of Directors meeting.
representing Nurol Construction is responsible for informing Nurol Construction HQ regarding board activities and decisions and integrating Nurol of the decisions are deemed valid when written and undersigned. Project Control Department is responsible from information,
HQ top management to decision making process. Thus, the Executive Board can be associated indirectly with Board of Directors. Ordinary meetings are held quarterly following the end of each documentation and presentation preparation for Board of Directors
Nurol Construction is managed through the General Manager, Assistant General Managers, Group Managers and Department Managers. operating cycle. The items to be discussed and decided upon in these meetings. All production and financial data about projects are
Corporate communications of Nurol Construction is conducted with the support of Nurol Holding HQ. meetings are as follows: election of related administrative unit, provided to Project Control Department by Worksite Technical O ce
financial reports, yearly report of Board of Directors, assessment of Departments. After proper controls and filtering of data, Project
profit utilization, dividend and earning per share decisions, Board of Control Department makes the needed arrangement to make the
Directors release and items related with current operating cycle and data ready for presenting to Nurol Group Board of Directors. By the
other required items. In case needed, the Board can hold special compilation of all data, General Manager signed report and
meetings. presentation becomes ready to be shared by Board of Directors.

CODE OF GOVERNANCE
In 2018 ‘Code of Governance’ was released defining the reasoning and behavior shaping all business relations and transactions, risk management
applicable for all areas of activity, ethical principles and internal control policies. ‘Code of Governance Manual’ printed and distributed to all
employees to increase employee awareness and accessibility of code of governance. During the orientation process, the “Code of Governance
Manual” is delivered to each new recruited sta and information is given about the code of governance .
Code of governance include the following topics:

Erol ÇARMIKLI Nurettin ÇARMIKLI M. Oğuz ÇARMIKLI
Codes of Conduct Anti-Corruption and Bribery
Human Resources and Employee Relations Facilitation Payments
BOARD OF DIRECTORS & CORPORATE GOVERNANCE Customers, Suppliers and Subcontractor Relations Asset Gifts, Representation and Hosting
With the decision of the Board of Directors dated January 31, 2017, the members of the Board of Directors were approved to serve as shown in Security and Protection Consultants
the table below. Nurol owned Information Protection
Working with Partners and Other Working Arrangements
Fraud Prevention, Accurate Accounting Recording and
Responsibility Name & Surname Accuracy of Company Books Lobby Activities, Political Support and Political Donation
Sponsorships
Chairman Nurettin ÇARMIKLI Conflicts of Interest
Honest Communication with Society and Media Disaster Management Risk Management
Vice Chairman M. Oğuz ÇARMIKLI
Occupational Health and Safety Operational Excellence Declaration
Board Member Gürol ÇARMIKLI Social Responsibility and Volunteerism
Product/Service Quality and Safety
Board Member Gürhan ÇARMIKLI Charity Donations
Sensitivity to Environment
Board Member Oğuzhan ÇARMIKLI Respect to Law and Compliance to Regulations Violation Notifications
Board Member Bülent ERDOĞAN
Board Member Mehmet BUYURGAN Code of governance are shared with employees through “Nurol Construction Family Talks”, enabling briefing of employees on code of governance
Board Member Semih KAYAALP and increase awareness. It is emphasized that the code of governance are an important component of the Nurol Construction culture through the
application, which is carried out to support the processes of employee participation, and it is expected to be transformed into a way of doing
business by the employees.
Nurol Construction's signing the United Nations Global Compact in 2017 was one of the important steps in terms of sustainability. By undersigning
the Compact, Nurol Construction top management has undertaken commitments to support Human Rights, Labor Standards, Environment and
Anti-Corruption issues.
DETALIED For Board of Directors operations and Board Member biographies; In 2019, trainings were provided to our administrative and security personnel regarding the Human Rights principles we have committed in the
Global Compact and potential human rights issues that we may encounter in our projects.
INFO https://e-sirket.mkk.com.tr/esir/Dashboard.jsp#/sirketbilgileri/11082

30 NUROL YES SUSTAINABILITY REPORT 2019 GOVERNANCE 31