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90 TAV Airports Holding Annual Report 2008 corporate learnıng and human capıtal management TAV Academy has been cooperating internationally with the ACI Global Training Hub (GTH) division of the Airport Council International (ACI), an organization in charge of setting operation rules for world airports. With this cooperation, development projects designed specifically for TAV Airports were implemented in various areas of the aviation sector. In addition, ACI GTH undertook programs open to international participation at İstanbul Atatürk International Airport. Carrying out development programs with the “lifelong development, actionable learning” principle, TAV Academy provides TAV Airports employees with training opportunities in 150 different topics, including technical training programs. Projects and teamwork, which are among the most effective managerial tools of corporate learning, are supported by TAV Academy via the provision of infrastructure and coordination. In 2008, eight “Strategic Action Groups” were created by the Strategy Directorate to perform inter-functional studies to help identify the strategic objectives of TAV Airports for 2013. Furthermore, in an attempt to support corporate learning and the reinforcement of the corporate culture, internal reports, meetings, project groups and local and international networking efforts were supported. Internal communication efforts, which constitute a significant dimension of corporate learning, are managed with the objective of informing employees at every level of all endeavors within the Company. TAV Airports Holding makes extensive use of managerial tools, as well as platforms that facilitate effective internal communication in order to reinforce and ensure widespread adoption of the corporate culture throughout the Company and to communicate and clarify the strategic targets to employees at all levels. These tools and platforms include TAV Airports Annual Report, TAV Corporate Intranet, TAV Airports Corporate Website and “Newsport” magazine published quarterly in both Turkish and English for TAV Airports employees, containing up-to-datenews about TAV companies and other information that the employees can benefit from in their daily work flows, and the monthly “e-Gazette” that is shared with employees electronically and through the main page of the TAV Corporate Intranet, and that contains information, articles and interviews about training and development programs carried out under the leadership of TAV Academy.
corporate governance prıncıples complıance report 1. Statement of Compliance with Corporate Governance Principles TAV Airports Holding (“the Company”) makes every effort to comply with the Capital Markets Board Corporate Governance Principles (“Corporate Governance Principles”,) originally published in July 2003 and later revised in February 200 by the Capital Markets Board (“CMB”). To this end, the Company continuously expends efforts to reach the highest corporate governance standards and is working towards implementing some of the stipulations specified as recommendations in the Principles. TAV Airports Holding considers ethics rules, as well as principles of transparency, equality, responsibility and accountability to be part of the Company’s culture. Pursuant to the importance the Company attaches to compliance with the Capital Markets Board Corporate Governance Principles (“Principles”), the Company’s Articles of Association were amended to comply with the Principles. Amendment to some articles in and the addition of some articles to the Articles of Association regarding the Company’s adoption of a registered capital system were discussed and resolved at the Extraordinary General Assembly Meeting held on December 5, 2008. The amendment to the Articles of Association was published in the Turkish Trade Registry Gazette issue no. 7208, dated December 17, 2008. In summary, the amendments to the Articles of Association stipulated: • That an individual who serves on the Board of Directors for a total of seven years cannot be appointed an independent member and the qualifications members of the board of directors shall possess; • That the relevant authorities shall be notified of general assembly meetings 15 days before the meeting date and the requirement that a Ministry of Industry and Commerce Officer attend the meetings; • That the newspapers where the Company announcements will be published shall be posted on the company website 15 days before, as well as the announcements themselves; • The formation, determination of duties and responsibilities, election of members, and operating principles of the board of directors committees; • The principles regarding the Audit Committee; • The principles regarding the Corporate Governance Committee; • That the Corporate Governance Principles shall be complied with, and that information on this issue shall be presented in the annual report. The information disclosure policy of the Company, prepared pursuant to the Capital Markets Board Corporate Governance Principles, was discussed and approved at the Board of Directors meeting dated December 19, 2008. The information disclosure policy was also produced as a written declaration and posted on the http://ir.tav.aero website. Pursuant to the resolution of the Board of Directors dated January 27, 2009, the membership of the Audit Committee was reconstituted to comply with the Corporate Governance Principles, and independent member of the Board of Directors, Pierre de Champfleury was elected as an Audit Committee member. The Investor Relations Department, which used to report to the Finance Director as a Corporate Governance Committee Member, now reports directly to the CEO, who is the highest executive manager in the Company. As of the reporting period ending December 31, 2008, the Company complies with and implements the Principles with the exception of matters stipulated in sections 18.3.4 (“Using a cumulative voting system in the election of members of the Board of Directors”) and 26.5.2 (“The number, structure and independence of the Board committees” - “committee chairmen are elected from among independent members of the board of directors”) of the Report. These aforementioned issues are not believed to cause any significant conflict of interest as of the present situation. While the exercise of minority rights were made possible via the two independent members on the Company’s Board of Directors, the Company will assess the advantages and disadvantages of using the cumulative voting system in the election of the members of the Board of Directors. The two independent members of the Board of Directors of the Company, Mehmet Cem Kozlu and Pierre de Champfleury, also serve as Corporate Governance Committee Chairman and Audit Committee member, respectively.
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annual report 2008
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Bringing people together...
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Batumi Tbilisi İstanbul GEORGIA An
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TAV Value Chain Value Creation: As
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Decisive strides on the way from lo
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Organizational Structure Board of D
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2006 >> Operation and construction
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After undertaking successful projec
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İlhan İl, Board Member, TAV Airpo
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senıor management Mustafa Sani Şe
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Ersagun Yücel, General Secretary,
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commıttees Müjdat Yücel, General
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key operatıonal ındıcators Passe
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€ 627,349 2008 € 507,529 2007
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40,948,987* 2008 34,646,216 2007 Ca
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368,810 2008 355,007 2007 TAV Airpo
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primarily from aviation income from
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(EUR million) 2008 2007 Net cash ge
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36 TAV Airports Holding Annual Repo
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