1. Scope
This policy document covers the remuneration system and practices of the members of the board of directors and senior executives within the scope of those who have administrative responsibility at Ziraat Gayrimenkul Yatırım Ortaklığı A.Ş ("Ziraat GYO" or the "Company") in line with the regulations of the Capital Markets Board ("CMB").
2. Duties and Authorities
The Corporate Governance Committee is responsible and authorized to monitor, supervise and assess the remuneration policies and practices of the members of the Company's Board of Directors and senior executives on behalf of the Board of Directors, and to submit their proposals to the approval of the Board of Directors. The fact that these transactions are carried out by the corporate governance committee does not relieve the board of directors and the auditor of the responsibility regarding these transactions.
3. Members of the Board of Directors and Senior Executives
Remuneration levels are determined for managers and employees at all levels based on their merit, working hours, duties, responsibilities and experiences they have assumed at Ziraat GYO, taking into account the principles, criteria and practices to be used in the remuneration of the members of the Board of Directors and executives with administrative responsibility, as well as the long-term goals of our Company, and thus fair, competitive and ideal wage levels are established in the market.
It is essential that the remunerations to be paid to the members of the Board of Directors, senior management and employees of the Company comply with the Capital Markets Board regulations, the Company's articles of association, ethical values, internal balances and strategic goals and are not associated with short-term performance, and the final authority and responsibility thereof rests with the Board of Directors.
Our employees have priority in terms of being considered for the vacant positions within the company. It is aimed to enhance the performance and quality of the employees by increasing the wage level in parallel with the increasing authority and responsibility.
- Members of the Board of Directors
As per the Article 394 of the Turkish Commercial Code, the General Assembly has the right to determine the remuneration of the Members of the Board of Directors. The fixed remuneration to be paid to the members of the Board of Directors are determined at the Ordinary General Assembly meeting each year, and no performance-based payment is made. The members of the Board of Directors are paid remuneration on a pro-rata basis, taking into account the time they have been in office as of the dates of their appointment and departure.
Ziraat GYO tries to ensure that the remuneration of the independent members of the board of directors is at a level that will protect the independence of the member.
Attendance and other rights of the chairman and members of the Board of Directors are determined by the general assembly.
Members of the Board of Directors who assume executive duties are also paid in accordance with the policy applicable to senior executives, the details of which are explained below.
The expenses incurred by the members of the Board of Directors due to their contributions to the Company (transportation, accommodation, etc.) may be covered by the Company.
- Senior Executives
Remuneration of senior executives are determined as per a Resolution of the Board of Directors.
Fixed remuneration of Senior Executives are determined in accordance with international standards and legal obligations, taking into account the macroeconomic data in the market, the wage policies prevailing in the market, the size and long-term goals of the company, and the positions of the persons.
Ziraat GYO applies a competitive and performance-based remuneration policy to its Senior Executives within the scope of the legislation. In addition to the fixed cash remuneration, which is paid regularly and continuously at certain periods of the year, variable fees such as performance-based premiums and bonuses may also be paid, taking into account the potential risks, capital and liquidity situation of our Company.
In line with the general policy determined by the Board of Directors of our Company, private health insurance, life insurance and company-contributed private pension insurance are provided to Senior Executives as an additional fringe benefit. In addition to this, the expenses incurred by the senior executives (transportation, representation expenses, etc.) are covered by our company as well.