The Company is managed and represented by a Board of Directors consisting of 12 members elected at the General Assembly Meeting. The CCI Board of Directors consists of 12 members, seven of whom have been appointed by Group A shareholders and one by Group B shareholders, with four being independent members.
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The Board Members were elected at the General Assembly meeting held on 20 April 2020, for a mandate of one year, until the Ordinary General Assembly meeting to be convened for the purpose of discussing the results of 2020 operations. At the General Assembly meeting of the same date, the Chairman and members of the Board were permitted to perform the acts and transactions specified in Articles 395 and 396 of the Turkish Commercial Code. Since the Corporate Governance Committee may perform the duties of a separate Nomination Committee in the event that such a committee cannot be formed with respect to Board structures required to be performed in accordance with the Corporate Governance Principles, the Corporate Governance Committee considered the candidates nominated for independent membership, including management and shareholders, consisting of İzzet Karaca, Ali Galip Yorgancıoğlu, Uğur Bayar and Tayfun Bayazıt with an eye as to whether they meet the criteria for independence, and submitted its assessment on this matter to the Board of Directors on 4 February, 2020 for approval through its report of 3 February, 2020.
ndependent Board member candidates submitted their written declarations regarding their independence within the framework of the criteria specified in legislation, the Articles of Association and the Communique to the Corporate Governance Committee at the time of their nomination.
The declarations of independence of our Board members, and their résumés also including their external duties, can be found both in the integrated report on activities for 2020, and on our Company website. While board members’ taking on other duties outside the company is not restricted, the Company Ethics Code clearly indicates that the prior written approval of the Chairman of the Board must be sought before taking on duties as manager or member at the board of directors of another for-profit enterprise, for which approvals must be renewed every year. Those elected as members of the Independent Board have not been registered and announced on behalf of the legal entity. No incidents invalidating the independence of the independent members who took on duties as Board members in 2020 have occurred.
Currently the only woman member of our Board of Directors is Ms. Galya Frayman Molinas; increasing the number of woman members by no less than 25% as specified in Article 4.3.9 of the Capital Market Board’s Communique on Corporate Governance was recommended by the Corporate Governance Committee to the Board of Directors, and efforts on this matter are underway.
Operating Principles of the Board of Directors
Matters relating to the manner and frequency of Board meetings, the meeting and resolution quorums, the method for objecting to Board resolutions, and the validity of Board resolutions have been specified clearly in the Articles of Association. The duties and powers of the Board of Directors have been identified in the Internal Directive on Authorization with Respect to the Operations of Coca- Cola İçecek A.Ş., which was drafted in accordance with Articles 367, 371 and other applicable articles of the Turkish Commercial Code. The agenda of Board meetings consists of topics resolved at the previous Board meeting to be discussed again at the subsequent Board meeting, and topics identified by the Company’s senior management. Any Board member may add other topics to the agenda provided that they inform senior management. Topics that need to be discussed by the Board are communicated to the Financial Affairs Director and are brought together to form the agenda of the next meeting. The dates of the Board meetings are identified at the beginning of the year, and the dates of these meetings are notified.
The Board meets five times a year in general, however, Board Members may meet in the case of extraordinary circumstances, or for the purpose of resolving on important matters on the agenda. The Chairman, the Deputy Chairman and each Board Member are entitled to call a Board meeting and/or add any topics they wish to be addressed to the agenda of the meeting by giving all other board members minimum fifteen (15) days’ prior notice. Invitations relating to these meetings must be sent by fax, followed by the original copy of the letter of invitation delivered by a courier in exchange of a written receipt, or sent via registered mail. Board members may waive, in writing, their right to receive invitations. The Board meetings shall be held at the Company headquarters, or at any other place within Turkey or abroad decided on at an ordinary meeting where the Board’s quorum for resolution was met. The Board of Directors may pass a resolution without holding a meeting in accordance with Article 390/4 of the Turkish Commercial Code. The meeting and resolution quorums specified in the Company’s Articles of Association shall also apply to these resolutions.
Five Board meetings were held in 2020.The position of secretary of the Board is occupied by the Company’s Chief Legal Counsel. All questions asked and all matters addressed at the meetings are recorded in meeting minutes. While the Company Board Members’ attendance rate to the five meetings held during the 2020 operating period was 72%, the members are careful to attend, and submit their opinions at, each meeting. The opinions of members who do not attend the meeting, but send their opinions in writing, are notified to the other members.
Information contained in the meeting minutes, which are in the nature of trade secrets, shall not be disclosed to the public. However, all important matters resolved upon are disclosed to the public through a special circumstance explanation.
Board Members do not have a right to vote and / or veto in the event of a tie. Each Board Member, including the Chairman of the Board, is entitled to one vote, no member having a casting vote.
All kinds of related party transactions of our Company are performed upon approval by a majority of the independent members in compliance with the Corporate Governance Principles. While no transactions qualifying as important in the sense of the Corporate Governance Principles took place in 2020, a majority of the independent Board members joined the resolutions made by the Board of Directors.
We are insured against losses that Board members may cause due to their failures during the performance of their duties, for which insurance exceeds 25% of our Company capital in keeping with Article 4.2.8 of the Capital Market Board Corporate Management Communique. The total annual liability limit is identified in accordance with a resolution to be made by the Company management, and currently it is foreseen that the limit would continue at the current level.
Number, Structure and Independence of the Committees Formed Under the Board of Directors
There are three committees operating under the CCI Board of Directors.
The Audit Committee was established by resolution of the Board of Directors dated 21 July 2004. As per the resolution made by the Board of Directors on 29 April 2020, İzzet Karaca was appointed Chairman of the Audit Committee, while Tayfun Bayazıt was appointed member.
Corporate Governance Committee
It was resolved at the CCI Board of Directors meeting of 31 July 2008 that a ‘Corporate Governance Committee’ should be formed of members of the Board of Directors. At the Board of Directors meeting of 29 April 2020, Uğur Bayar was appointed chairman of the Corporate Governance Committee, while M. Hurşit Zorlu, R. Yılmaz Argüden, Kamil Ömer Bozer and Çiçek Özgüneş Uşaklıgil were appointed members. At our company, the Corporate Governance Committee has been assigned the duty of supervising the efforts of the Investor Relations Department. In this context, the committee identifies the standards for all disclosures and the fundamental principles of investor relations, annually reviews these standards and principles,
as well as compliance therewith, and makes the necessary recommendations to the Board of Directors. The report drafted by the Investor Relations Department with respect to its activities, which it submits to the Committee at the Corporate Governance Committee every year, is forwarded to the Board of Directors by the Committee. In 2020, four committee meetings, the dates of which have been listed in the Board Evaluation on the Working Principles and Effectiveness of Board Committees, took place. In keeping with the Corporate Governance Principles, Treasury and Investor Relations Director Çiçek Özgüneş Uşaklıgil was appointed member of the Corporate Governance Committee by resolution of 29 April, 2020 of our Board.
Committee for the Early Detection of Risk
The Committee for the Early Detection of Risk was established by resolution of the Board of Directors of 23 May 2012. As per the Board resolution of 29 April 2020, Ali Galip Yorgancıoğlu was appointed chairman, and Talip Altuğ Aksoy and Mehmet Cem Kozlu members of the Committee for the Early Detection of Risk. As per Corporate Governance Principle no. 4.5.3 and the Board resolution of 29 April 2020, all of the members of the Committee Responsible for Audits, as well as the chairmen of the other committees, were appointed from among independent Board members. Again, in compliance with the principles, the Company Board of Directors does not have a position on the committees. No committee members are assigned to more than one committee. The committees operating within the body of the Board of Directors consist of the following members. The duties of the Nomination and Remuneration committees, which are currently not included within the Board of Directors, are being performed by the Corporate Governance Committee in accordance with the Corporate Governance Principles.
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Board Review of the Working Principles and Effectiveness of the Board Committees.
Through the Board resolution made on 29 April, 2020 following the election of the President and members performed in accordance with the Corporate Governance Principles;
Independent Board member İzzet Karaca was appointed Chairman of the Audit Committee, and independent Board member Tayfun Bayazıt was appointed member.
Independent Board member Uğur Bayar was appointed Chairman of the Corporate Governance Committee, and Board members Mehmet Hurşit Zorlu and Kamil Ömer Bozer, as well as Recep Yılmaz Argüden and Çiçek Özgüneş Uşaklıgil were appointed members.
Independent Board member Ali Galip Yorgancıoğlu was appointed Chairman of the Committee for the Early Detection of Risk, and Board members Talip Altuğ Aksoy and Mehmet Cem Kozlu were appointed members.
The Regulations regulating the fields of duty and working principles of the above three committees have been updated in accordance with the renewed Corporate Governance Principles, and have been adopted by the Board of Directors on 30 April, 2014. The Regulations have been presented to the public for information on our Company website.
In 2020, all of the Committees of the Board of Directors have performed the duties and responsibilities required of them in accordance with the Corporate Governance Principles, and have performed their duties effectively.
In 2020, in keeping with the annual meeting plans considered necessary for the effectiveness of their efforts, and identified and formed under their own Regulations;
The Audit Committee met four times: on 3 March 2020; 13 May 2020; 28 September 2020; and 22 December 2020,
The Corporate Governance Committee met four times: on 3 March 2020; 13 May 2020; 28 September 2020; and 22 December 2020,
The Committee for the Early Detection of Risk met twice: on 13 May 2020, and 22 December 2020, and submitted their reports containing information on their work, and the results of the meetings held during the year to the Board of Directors. The Committee for the Early Detection of Risk submitted information on its works to the Board of Directors five times during the year.
The ‘Audit Committee’ which, in addition to taking all the measures necessary for the adequate and transparent performance of any internal and independent audit, is also responsible for the efficient implementation of the internal control system, and has presented to the Board of Directors all of its recommendations regarding the matters for which it is responsible, including opinions and recommendations relating to the internal audit and internal control system.
The ‘Corporate Governance Committee’, which was constituted for the purpose of monitoring the Company’s compliance with the Corporate Governance Principles, making improvement efforts in this respect, and submitting recommendations to the Board of Directors, has identified whether or not the Corporate Governance Principles are implemented in the Company, and if not, the reason therefore, and the conflicts of interest that arose due to the failure to fully comply with these principles, has made recommendations to the Board of Directors for improving the corporate governance practices, and has overseen the practices of the unit for relations with shareholders. The Committee also follows up on the work performed by the Investor Relations Department.
Every year since being formed, the Committee for Early Detection of Risk, which has carried out efforts for the purpose of the early detection of risks that may endanger the Company’s existence, as well as for improvement and continuation, the implementation of the necessary precautions in relation to the risks detected, and the management of risk, has also reviewed the Company’s risk management systems in accordance with Corporate Governance Principles and the Regulation of the Committee for Early Detection of Risk.