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b) He shall not have been employed in the firms conducting, in

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

especially audit firms or consulting firms, and he shall not have

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

c) He shall not have been employed in the companies who supply

significant services or products to the company and he shall not

have been a shareholder or have served as an employee or a

director in such companies within the last 5 years,

d) He shall not hold more than 1 % of the share capital and such

share shall not be privileged,

e) He shall have the knowledge, education and experience in

order to duly perform its duties in the board,

f) To the extent possible by applicable law and except for the aca-

demics, he shall not be working as a full time basis in the gov-

ernmental offices, at the time of the nomination and during its

office,

g) He shall be a resident in Turkey in accordance with the Income

Tax Law.

h) He shall have the ethical standards and occupational reputation

and experience in order to give positive contribution to the

company business and to keep his independency.

i) He shall give his time to company business in order to duly per-

form his duties.

The board shall establish committees such as Audit Committee,

Corporate Governance Committee, Committee of Early Determination

of Risks, Nomination Committee, and Remuneration Committee. The

Corporate Governance Committee may perform the duties of

Nomination Committee, Committee of Early Determination of Risks,

and Remuneration Committee if such committees cannot be estab-

lished.

The Nomination Committee has important duties with regard to

the nomination of the independent board members. It shall evaluate

whether the nominees for the independent board member seat have the

relevant criteria and provide a report to the board. The independent

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NEWSLETTER 2012