We plan to carry out all related party transactions (within the meaning under Turkish Accounting Standards) in an arms’ length manner as to price, and as set forth under our related party transactions policy and in accordance with the Turkish capital markets, tax legislation and other related legislation. Our Board of Directors are responsible for the full implantation of this policy and any guidelines or procedures prepared thereunder.
One off related party transactions exceeding 1.0% of the gross profit in the preceding year’s income statement are subject to the Board of Directors’ approval following a report by the audit committee that the transaction is on an arms’ length basis, and the approval of a majority of the independent directors. If the approval of a majority of independent directors cannot be obtained, the General Assembly must approve the one off related party transaction.
There is no materiality threshold for continuous related party transactions and our Board of Directors are responsible for adopting a framework resolution for all continuous related party transactions, subject to the approval of all independent directors. If the approval of all independent directors cannot be obtained, the General Assembly must approve the framework resolution.
At its quarterly meeting following the announcement of the relevant quarterly financial results, the audit committee shall review related party transactions conducted during the relevant quarter under annual authorization (i.e., the framework Board resolution) of the relevant continuous related party transactions. Following this review, the audit committee shall provide the Board with a report, which will be incorporated into the Company’s annual report.
The Board of Directors’ resolutions pertaining to the related party transactions shall be treated as inside information and be disclosed in accordance with applicable requirements of the capital markets regulations.