TAV IT

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.