BIRLESIM_MUEHNDSILIK 2023 AR

BİRLEŞİM MÜHENDİSLİK 2023 ANNUAL REPORT 106 MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES Compliance Status Explanation Yes Partial No Exempted Irrelevant 4.2.7 - The board of directors ensures that the Investor Relations Department and the Corporate Governance Committee work effectively. The board works closely with them when communicating and settling disputes with shareholders. X 4.2.8 - The company has subscribed to a Directors and Officers liability insurance covering more than 25% of the capital. X No 4.3. STRUCTURE OF THE BOARD OF DIRECTORS 4.3.9 - The board of directors has approved the policy on its own composition, setting a minimal target of 25% for female directors. The board annually evaluates its composition and nominates directors so as to be compliant with the policy. X Although the company does not have any policy, utmost care is taken in future plans in order to reach this target. Currently, one woman chair member serves on our Board of Directors. 4.3.10 - At least one member of the audit committee has 5 years of experience in audit/ accounting and finance. X 4.4. BOARD MEETING PROCEDURES 4.4.1 - Each board member attended the majority of the board meetings in person. X 4.4.2 - The board has formally approved a minimum time by which information and documents relevant to the agenda items should be supplied to all board members. X While there are no written guidelines, information and documents relevant to the agenda items are shared with all members reasonably in advance. 4.4.3 - The opinions of board members that could not attend the meeting, but did submit their opinion in written format, were presented to other members X Every board meeting was attended by every board member. 4.4.4 - Each member of the board has one vote. X 4.4.5 - The board has a charter/written internal rules defining the meeting procedures of the board. X The meeting procedures of the Board of Directors are set out in detail in our articles of association. There is not a dedicated internal written regulation about this matter. 4.4.6 - Board minutes document that all items on the agenda are discussed, and board resolutions include director’s dissenting opinions if any. X 4.4.7 - There are limits to external commitments of board members. Shareholders are informed of board members’ external commitments at the General Shareholders’ Meeting. X Board members are not restricted from taking on external roles, as their business experience and industry expertise are considered valuable contributions to the board’s oversight and control functions. The company believes that this practice does not pose any problems from the standpoint of corporate governance. CORPORATE GOVERNANCE COMPLIANCE REPORT AND INFORMATION FORM