BIRLESIM_2022 ANNUAL REPORT
BİRLEŞİM MÜHENDİSLİK 2022 ANNUAL REPORT 111 To the Board of Directors of Birleşim Mühendislik Isıtma Soğutma Havalandırma Sanayi Ticaret A.Ş. As I stand for serving as an independent member on the Board of Directors of Birleşim Mühendislik Isıtma Soğutma Havalandırma Sanayi Ticaret A.Ş., I hereby declare as follows within the framework of the Corporate Governance Communiqué Serial: II-17.1 issued by the Capital Markets Board of Türkiye, the Company’s Articles of Association and the criteria set out in the applicable legislation: a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been; employed by as a key management personnel; has not had ordinary or privileged shareholding exceeding 5% by himself or together with; or has not been involved in any material business dealings with Birleşim Mühendislik Isıtma Soğutma Havalandırma Sanayi Ticaret A.Ş., its subsidiaries and affiliates, or shareholders controlling the Company or having material effect over the Company and all entities controlled by those shareholders, b) In the last five years, I am not or have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or did not have a shareholding exceeding 5% of an entity which has had a contractual relationship with the Company for a material business transaction including audit (including tax audit, legal audit, and internal audit) rating or consulting services during the terms in which the goods or services were provided, c) My CV indicates that I have skills, knowledge and expertise relevant to the Company’s business and extensive experience to fulfill my duties as an independent board member, d) After my election I will not work full time in a Turkish governmental or public institution, except for the faculty membership under relevant regulations, e) I am deemed to be resident in Turkey according to Income Tax Law No. 193 dated 31.12.1960, f) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders, g) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities, h) I have not been on the board of the Company for more than six years within the last ten years, i) I am not an independent board member in more than three of the corporations controlled by the Company or its controlling shareholders and in more than five corporations listed on the stock exchange in total, and therefore, I will be serving in my role as a Board of Directors Member of Birleşim Mühendislik Isıtma Soğutma Havalandırma Sanayi Ticaret A.Ş. as an independent member, that I will inform the Board of Directors of any change that prejudices my independence under the applicable legislation for it to be publicly disclosed and that I will resign as a matter of principle, j) I am not registered in the name of any legal entity elected as a board member. Yours sincerely Name: Gültekin Portioğlu Date: 01 June 2021
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