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NEWSLETTER 2011

120

The Mandatory Provisions of the Rules in Section IV (Board of

Directors)

The companies traded in the ISE 30 Index (excluding banks) are

obliged to apply the following principles:

Pursuant to article 3.3.1., at least 1/3 of the members of board of

directors shall be independent board members. The fractions shall be

completed to the following number.

Pursuant to article 3.3.4., a member who served for 6 years in the

board of directors cannot be appointed as the independent board member.

According to article 3.3.5., a member with the following criteria shall

be deemed as an ‘independent board member’:

i. No employment, capital or commercial relationship, direct or

indirect, shall have been formed between the company, a person

related with the company or with the legal entities having a

management or capital interest by the shareholders holding 5%

(direct or indirect) in the company and the member or any spouse

or persons with blood or affinity relationship (to the third degree)

for the last 5 years,

ii. Shall not have been appointed to the board for the representation

of a share group,

iii. Shall not have been employed in the firms conducting the business

and organization of the company, in whole or in part, especially

audit firms or consulting firms, and shall not have served as a

director in such companies for the last 5 years,

iv. Shall not have been employed in the independent audit firm or

shall not have been involved in the auditing service for the last 5

years.

v. Shall not have been employed in the companies who supply

significant services or products to the company and shall not have

served as a director in such companies for the last 5 years,

vi. Any spouse or persons with blood or affinity relationship (to the

third degree) shall not be a director to the company, and shall

not be a shareholder of the company holding more than 5% of