Corporate Governance Compliance Report - Zorlu Enerji

Corporate Governance 

Compliance Report 

CONTENTS 

1- Declaration of Corporate Management 

SECTION I- SHAREHOLDERS 

2- Department of Relations with Shareholders 

3- Utilization of Shareholders Right of Getting Information 

4- Information about the General Board Meeting of Shareholders 

5- Voting and Minority Rights 

6- Profit Distribution Policy and Time for Profit Distribution 

7- Assignment of Shares 

SECTION II- INFORMING THE PUBLIC AND TRANSPARENCY 

8- Company Policy for Releasing Information 

9- Announcements About Special Situation 

10- Company Website and Contents 

11- Announcement of the Real Person Final Dominant Shareholder, Right Holder 

12- Disclosure to the Public the Names of Persons that may have insider trading information 

SECTION III- BENEFICIARIES 

13- Informing the Beneficiaries 

14- Beneficiaries’ Contribution to Administration 

15- Human Resources Policy 

16- Information about Relations with Customers and Suppliers 

17- Social Responsibility 

SECTION IV- BOARD OF DIRECTORS 

18- Structure of the Board of Directors, its Constitution and Independent Members 

19- Attributes of Board of Directors Members 

20- Mission, Vision and Strategic Goals of the Company 

21- Risk Management and Internal Control Mechanisms 

22- Authorities and Responsibilities of Board of Directors Members 

23- Principals of Activity for Members of Board of Directors 

24- Conducting Business with the Company and Rule of Competition 

25- Rules of Ethic 

26- The Number, Structure and Independence of Committees Established in the Board of Directors 

27- Financial Rights Granted to the Board of Directors 

Zorlu Enerji 2006 Annual Report 29

Zorlu Enerji Elektrik Üretim A.fi. Corporate Governance Compliance Report 

1- Declaration of Corporate Management 

Zorlu Enerji Elektrik Üretim A.fi. is at the stage of 

completion of Corporate Management mechanisms 

in the company, started in 2005 and implemented in 

the concept of Conformity with Principles of 

Corporate Management. In this declaration, there are 

information about the conformity level of the 

company to these principles, and subjects that are 

not in conformity. 

In order to perform its liabilities to corporate and 

individual shareholders, Zorlu Enerji Elektrik Üretim 

A.fi. has decided to implement the Principles of 

Corporate Management. During the works done, 

great amount of effort is used in order to conform to 

the Principles of Corporate Management, all 

administrative staff and employees believed in 

necessity of implementing these principles at all levels 

of activities, and they worked together with the 

principles of transparency, equality, responsibility and 

accountability. Following the adaptation of Principles 

of Corporate Management to the company, 

Corporate Governance Report stating that the 

company activities will be performed in conformity to 

principles of transparency, equality, responsibility and 

accountability has been disclosed to public. Through 

the previous works done and its determination about 

conforming the Principles of Corporate Management, 

Zorlu Enerji Elektrik Üretim A.fi. has shown its 

awareness for company’s responsibilities to all 

shareholders, without the consideration of the 

amount of shares held. 

In this declaration, together with the conformity to 

Principles of Corporate Management of SPK (Capital 

Markets Committee), the subjects that are not in 

conformity with the principles are explained with the 

reasons. The works done in Zorlu Enerji Elektrik 

Üretim A.fi. for the implementation of Principles of 

Corporate Management are as follows: 

In order to increase the effectiveness of Board of 

Directors, Zorlu Enerji Elektrik Üretim A.fi. 

implemented some arrangements through the 

Principles of Corporate Management. By means of 

these arrangements, two independent members 

assigned to take part in the Board of Directors and 

the Board is structured in conformity with Principles 

of Corporate Management. 

In order to perform the Board of Directors meetings 

in an organized way, to keep and to archive the 

minutes of meetings and to allow easy access by 

Members to company information, a secretariat 

connected with the Board of Directors has been 

formed. 

In order to organize the relations with the investors, 

an “Investor Relations Department” has been formed 

in the company, as well as the responsibility of any 

publicized information, responsibility of the website 

has been given to this department. 

Company policy for releasing information has been 

prepared written and presented to attendants in 

General Meeting. 

Website has been recreated in conformity with the 

Principles of Corporate Management. 

Scheduled General Meeting held on May 16, 2006, 

Main Contract of the company has been amended in 

accordance to Principles of Corporate Management, 

with the acceptance of the majority of shareholders. 

The outlines of amendments made on Company’s 

Main Contract are as follows: 

• New rights are entitled to the minority shareholders, the rate of 

10% of the capital stated in Turkish Trade Law for 

representation of minor share holders has been changed, and 

in accordance to the article 11 of Law of Capital Markets 

amended by law no.4487, “minority shareholders rights are 

used by shareholders representing the minimum 1/20 of the 

paid capital of the Company” has been added to main 

contract (Article 20). 

• Shareholders representing minimum of 1/20 of company 

capital are entitled with the right of calling Board of Directors 

Meeting, by means of a written summon stating the reason of 

call (Article 9). 

• An article stating, “the transfer of company shares is 

unrestricted” has been added to the Main Contract of the 

Company (Article 21). 

• The subject of disclosure of the reasons of the independent 

members’ negative votes in Board of Directors has been 

regulated in the Main Contract (Article 9). 

30 Zorlu Enerji 2006 Annual Report


• The subject of assigning independent members of Board of 

Directors has been added to main contract as “the number of 

independent members will be 1/3 of total members of board, 

but not less than 2” (Article 7). 

• The decision about the subject that the majority of the 

Members of the Board of Directors will not take part of 

execution, and different persons will perform duties of 

Chairmanship and Executive Chairmanship has been added to 

the Main Contract. Also, the principle of age limit for Member, 

which is not one of the Principles of Corporate Management of 

CMC (Capital Markets Committee), however, one of the 

principles recognized internationally, has been started being 

implemented by the company and this subject also has been 

added to the main contract (Article 7). 

• In accordance to Principles of Corporate Management, the 

subject of monthly wages of independent members of Board 

of Directors assigned, or, the subject that their welfare rights 

are not going to affect their independency has been added to 

the Main Contract (Article 12). 

• The subject that the permissions for Members’ right of 

conducting business and competition granted by the General 

Board Meeting of Shareholders can only be granted with the 

approval of the 2/3 majority of shareholders attended to the 

General Board Meeting of Shareholders has been added to 

the Main Contract (Article 13). 

• Committees connected with the Board of Directors and 

regulations about these committees have been added to the 

Main Contract (Article 13A) 

• General Board Meeting of Shareholders will elect two company 

auditors out of shareholders or people nominated by the 

shareholders, for maximum three years, and, the General 

Board Meeting of Shareholders will determine their salaries; 

this subject has been added to the Main Contract. Also, 

shareholders representing the 5% of the public shares of the 

Company can request from General Board Meeting of 

Shareholders to assign special auditor for investigation of a 

specific financial situation. In case that request is rejected by 

the General Board Meeting of Shareholders, shareholders 

representing the 1/20 of Company capital will have the right to 

go to the competent court with the request of assigning an 

auditor to investigate the specific situation and reach a result; 

this subject is clearly stated in the Main Contract (Article 14). 

• The subject that the company’s annual financial reports and 

other interval reports required by Capital Markets Regulations 

are to be audited by an independent audition firm approved by 

General Board Meeting of Shareholders and company can 

work maximum five consecutive fiscal years with the same 

independent audition firm has been added to the Main 

Contract of the Company (Article 15A). 

• The subject that other assigned shareholders or persons out of 

shareholders at General Board Meeting of Shareholders can 

represent the shareholders is stated in the Main Contract. The 

subject that the type of Authorization Document for 

Representation and implementation in accordance to Capital 

Markets Committee regulations will be based on Board of 

Directors decision has been stated in the Main Contract 

(Article 19). 

• In order to encourage and increase the attendance to General 

Board Meeting of Shareholders, it has been decided that an 

announcement should be made three weeks prior to the 

Meeting and this subject is stated in the Main Contract. Also, 

together with this announcement, information and documents 

related to the agenda should be provided in company center, 

branches and should be informed to the public (Article 23). 

During the process of implementing Principles of 

Corporate Management, some principles that don’t 

match with the Company structure and some that 

may have negative effects on activities are not 

applied. Respective principles and reasons for no 

implementation are summarized below: 

Accumulated vote implementation: Company does 

not apply the method of accumulated vote. However, 

by means of the independent members in the Board 

of Directors representation that can be achieved by 

accumulated vote method is provided. 

In the Main Contract, any amendment about some 

important subjects, such as “division and transfer of 

shares, purchase/sale of tangible/intangible assets at 

high value, rent to/from such, transfer of any 

immovable by method of donation or issuing bail, lien 

for the benefit of third parties” are not made. The 

reason of that is the Company makes lots of 

sale/purchase and rent because of the nature of the 

business sector, which the Company is in. Since that 

will not be possible for General Meeting of Board of 

Shareholders to get together for each conduct, this 

subject was not added to Main Contract. In order to 

accelerate the business transactions and avoid 

missing the opportunities, this subject is not placed in 

the Main Contract. 

With this declaration, Zorlu Enerji adopts a method of 

transparent and open management, and targets to 

form a responsible, accountable method of 

management for all its shareholders especially for the 

minority shareholders. 

Improvements that will be done in time in accordance 

to Principles of Corporate Management will be 

disclosed on Company’s website. 



SECTION I – Shareholders 

2- Department of Relations with Shareholders 

By making the plan of forming Department of 

Relations with Shareholders real, Zorlu Enerji Elektrik 

Üretim A.fi., has formed Department of Relations 

with Shareholders in 2006 as one step of the project 

of Corporate Management started in 2005. 

In managerial unit formed in 2006 to follow the 

activities related to investors, Fatih Y›lmaz is on duty, 

investors can get all kind of information about the 

company through phone lines: 0212 4562300, 0212 

4562196, 0212 4562199 as well as the company’s 

website, also by sending an email to 

yatirimci@zoren.com.tr. 

In this period, 30 questions by email and 80 

questions by phone are directed to the department. 

All the questions asked are replied meticulously 

verbal and/or written, in consideration of policy of 

giving information and following the principles of 

confidentiality. 

3- Utilization of Shareholders Right of Getting 

Information 

In 2006, 110 requests for information were received 

by Zorlu Enerji Accounting Department, and all are 

replied in details. Details about the number of 

requests received are as follows: 

Request of Information by Number 

E-Mail 30 

Fax - 

Mail - 

Telephone 80 

Total 110 

In 2006, Zorlu Enerji Department of Relations with 

Investors replied all 110 requests for information in 

details. 90% of the requests received by the 

department were about activities and financial 

performance of the Company, 10% were about 

investments, changes in share values, information 

about General Board Meeting of Shareholders, etc. In 

order to present most possible information in shortest 

time, correct, fast, complete and in an understandable 

way to investors, Company reorganized its website. 

Special attention is given to Website including detailed 

information in accordance to investors’ right of being 

informed, also all subjects covered in Capital Markets 

Committee Principles of Corporate Management are 

presented in company’s website. 

At the year 2006 Periodic General Board Meeting of 

Shareholders, the amended article of Main Contract 

about assigning a special auditor is as “Shareholders 

representing the 5% of the public shares of the 

Company may request from General Board Meeting 

of Shareholders to assign special auditor for 

investigation of a specific financial situation. In case 

that request is rejected by the General Board Meeting 

of Shareholders, shareholders representing the 1/20 

of Company capital will have the right to go to the 

competent court with the request of assigning an 

auditor to investigate the specific situation and reach 

a result”; in this period, there was no request for 

assigning a special auditor. 

4- Information about the General Board Meeting of 

Shareholders 

For year 2005, Periodic General Board Meeting of 

Shareholders has been held in Bursa Organized 

Industrial Zone on May 16, 2006 at 13:00 o’clock. 

Invitation for the meeting has been done in time in 

accordance to the related laws and as stated in the 

Main Contract, call for the meeting including the 

agenda has been published in Turkish Trade Registry 

Journal no.6546, dated 01.05.2006, Dünya 

Newspaper dated 02.05.2006 and Bursa Hakimiyet 

Newspaper dated 02.05.2006; shareholders which 

have issued stocks on their name and shareholders 

which has bearers bond, who have their addresses in 

the records are informed by registered letters. 

Although the General Board Meeting of Shareholders 

is open to public and media, beneficiaries and media 

did not attend the meeting. 

54.790.835.990 YTL of the company capital 

representing 5.479.083.599 shares, representing 67% 

of total 8.166.535.000 shares equal to 81.665.350 

YTL of company capital, 4.662.430.099 acting as 



principal, out of 816.635.500 Group A issued on 

name and 7.349.881.500 Group B issued on name 

has been represented in the meeting. General Board 

Meeting of Shareholders was held with 67% of 

attendance. There was no vote used by 

representatives. 

In order to assure the attendance of the shareholders 

bearing registered shares, no time for registering in 

book of shares is determined. 

Before the General Board Meeting of Shareholders, 

annual report and financial reports were kept ready 

for shareholders, at the company and holding center. 

Company Main Contract is also provided for 

requesting investors. Company’s Main Contract and 

documents regarding to General Board of 

Shareholders can also be provided at 

www.zoren.com.tr. 

During the General Board Meeting of Shareholders, 

shareholders are given right to ask questions. All 

questions asked by shareholders are answered in 

details. 

to beneficiaries and media. 

The minutes of General Board Meeting of 

Shareholders kept at the Company and Holding 

Center for shareholders’ inspection. With the new 

updates in company’s website, all announcements 

and documents regarding General Board Meeting of 

Shareholders are provided for informing all 

shareholders and beneficiaries. 

5- Voting and Minority Rights 

All shares of Zorlu Enerji Elektrik Üretim A.fi. contain 

equal rights. There are no privileges regarding right of 

voting and share of profit. This subject also exists in 

Company’s Main Contract. 

Zorlu Endüstriyel ve Enerji Tesisleri ‹nflaat Ticaret A.fi., 

Zorlu O&M Enerji Tesisleri ‹flletme ve Bak›m Hizmetleri 

A.fi., Zorlu Petrogas Petrol, Gaz ve Petrokimya Ürünl. 

‹nfl. San. ve Tic. A.fi., Zorlu Elektrik Enerjisi ‹thalat 

‹hracat ve Toptan Tic. A.fi., Zorlu Do¤algaz ‹thalat 

‹hracat ve Toptan Tic. A.fi., Trakya Bölgesi Do¤algaz 

Da¤›t›m A.fi., Gazdafl Gaziantep Do¤algaz Da¤›t›m 

A.fi, which are partners of Zorlu Enerji Elektrik Üretim 

A.fi.’ have no shares in the Company. 

Shareholders did not present any proposals or offers 

regarding to Company’s business. 

In the Main Contract, there is no article stating that 

General Board Meeting of Shareholders makes 

decision about “division and transfer of shares, 

purchase/sale of assets at high value, rent to/from 

such”. The reason is the Company makes lots of 

sale/purchase and rent because of the nature of the 

business sector, which the Company is in. It will not be 

possible for General Meeting of Board of Shareholders 

to get together to make a decision for each conduct of 

purchasing, buying or renting. Therefore, this subject 

did not take place in the Main Contract. 

Assigned two independent members in the Board of 

Directors represent minority shares. Since the 

independent members of the Board of Directors are 

qualified to execute their duties without being under 

any pressure, all rights of shareholders including the 

ones holding minority shares are protected and 

represented equally in the Board of Directors. 

Company does not apply accumulated voting 

method. However, by means of the independent 

members in of the Board of Directors, representation, 

which can be provided by accumulated voting 

method, can also be obtained. 

Since all the shares of the company are registered on 

names, meeting invitation, agenda and other 

information regarding to the agenda has been sent to 

all shareholders. Also, announcement for the meeting 

was publicized in Dünya and Bursa Hakimiyet 

Newspapers, in order to inform the investors. General 

Board Meeting of Shareholders has been held open 

6- Profit Distribution Policy and Time for Profit 

Distribution 

Regarding to profit distribution, there are no 

privileged shares in Company. Each share of 

Company has equal amount of profit share. 

The proposal about the profit of 2005 stated in 



General Board Meeting of Shareholders’ agenda 

(Article 8) has been explained to attendants and 

accepted in General Board Meeting of Shareholder 

unanimously. 

The results of year 2005 are 4.448.346 YTL 

consolidated net profit and 33.590.146 YTL loss 

according to records held in accordance to tax laws 

applied, since it is stated in decision, no. 7/242, 

dated 25.02.2005, of Capital Markets Committee that 

if financial tables prepared according to Capital 

Markets Committee or legal records shows loss in 

any fiscal period, company do not perform a 

distribution of profit, therefore, company did not 

perform a distribution of profit, since the company’s 

legal records are closed with loss for the year 2005. 

7- Assignment of Shares 

In the Main Contract of the Company, there is no 

regulation limiting the assignment of shares. The 

statement “Assignment of shares is permitted with 

the condition of compliance to Turkish Trade Law 

regulations of, Capital Markets Committee and 

Energy Market Regulation Committee and Main 

Contract of the Company” constitutes the Article 6 of 

the Main Contract. 

SECTION II- Informing the Public and Transparency 

8- Company Policy for Releasing Information 

Zorlu Enerji Elektrik Üretim A.fi.’s Company Policy for 

Releasing Information has been formed around the 

Capital Markets Committee Principles of Corporate 

Management in 2005, and, during the 2006 Periodic 

General Board Meeting of Shareholders, presented to 

the investors as an attachment to the Annual Report. 

Company Policy for Releasing Information is also 

presented to public through company’s website. 

The contents of the Policy for Releasing Information 

are as follows: 

• Any information disclosed to public should be clear, isochronal 

and correct 

• Contents of the information to be disclosed to public 

• Frequency of public disclosures and media 

• Information tools 

• People authorized to do the disclosures 

• Relations of the members of the Board of Directors and the 

managers with the press. 

• Meetings for Investors 

• General Board Meetings of Shareholders 

• Announcements made for press and media 

• Efficiency of the website 

• Future oriented announcements 

Company Policy for Releasing Information is 

approved by Board of Directors. Board is responsible 

for following up, controlling and developing the 

Company Policy for releasing Information. Investor 

Relations Unit will be responsible for supervision and 

proceedings of the policy. 

9- Announcements About Special Situation 

The Company made 40 announcements about 

special situations in 2006, these announcements 

have been sent to Capital Markets Committee and 

Istanbul Stock Exchange Market. For two of those 

announcements, ISE and Capital Markets Committee 

have requested additional information. The unit 

responsible for explaining special situations is 

Investor Relations Unit. Since the company’s stocks 

are not in foreign markets, announcements were 

made only inside the country. 

10- Company website and contents 

Company has an active and easy accessible website. 

On the website, www.zoren.com.tr, all the 

information given in Capital Markets Committee 

Principles of Corporate Management Section II – 

Article I.11.5 are provided. Website has been 

rearrenged at the beginning of 2006 and deficiencies 

determined in 2005 have been corrected. 

11- Announcement of the Real Person Final 

Dominant Shareholder, Right Holder 

There is no real person as a decisive shareholder. 

Partners of the Company are as follows: 

Nominal Value 

Partners Capital Share (%) of Shares (YTL) 

Zorlu Holding A.fi. 43.21 35.288.432,74 

Korteks Mensucat San. ve Tic.A.fi. 17.55 14.330.198,11 

Prime Emerging M. 3.50 2.858.287,25 

Zorlu Linen Dokuma Empirme 

Konf. San.ve Tic. A.fi. 0.53 428,743,09 

Linens Pazarlama A.fi. 0.47 383.827,15 

Zorluteks Tekstil Tic. ve San. A.fi. 0.23 191.913,57 

Zorlu Gayrimenkul Gel. ve Yat.A.fi. 0.35 287.870,36 

Zorlu Grand Otel ‹flletmeleri A.fi. 0.23 191.913,57 

Vestel Elektronik San. ve Tic. A.fi. 0.40 326.661,40 

Zorlu D›fl Tic. A.fi. 4.12 3.361.276,00 

Open to Public 29.41 24.016.226,76 

TOTAL 100,00 81.665.350,00 



12- Disclosure to the Public the Names of Persons 

that may have insider trader information 

Company has disclosed to public the names of the 

people known from inside. The list below shows the 

persons can be known from inside. 

Name 

Zeki Zorlu 

Yüksel Yalova 

Olgun Zorlu 

Türkan Zorlu 

Selen Zorlu Melik 

Berrin Zorlu 

Zuhal Bereket Bafl 

fierif Ar› 

Hakan Efltürk 

Murat Sungur Bursa 

M.Salim Arslanalp 

Title 

Chairman of the Board of Directors 

Deputy Chairman of the Board of Directors 

Member of the Board of Directors 





Auditor 

Auditor 

Chief Executive Officer 

General Manager / Zorlu Enerji A.fi. 

Mehmet B. Akdevelio¤lu General Manager / Zorlu Endüstriyel A.fi. 

M. Erdo¤an Günefl General Manager / Zorlu O&M A.fi. 

‹. Sinan Ak Deputy General Manager / Energy Group 

Nurflah Koflar 

Hüseyin Morkoyun 

Vedat Gülen 

U¤ur Bayr› 

Ayten Eslek 

Erol Birinci 

Ahmet Tansel Varan 

Nahit Kahraman 

fieref Ekinci 

Hasan Ayd›n 

Fatih Y›lmaz 

At›lay Y›lmaz 

Bülent Çilingir 

Gürcan Okumufl 

Hüseyin Gül 

Serhat fiimflek 

Türkan Güngör 

Müjgan Selik 

Salih Gürleyen 

Erdal Kural 

Cenk Teber Ordu 

Burcu Tekin 

Hüseyin Atabay 

Mehmet Çavuflo¤lu 

Osman Karabay 

fierif Ar› 

Hakan Efltürk 

Deputy General Manager 

Deputy General Manager / Natural Gas 

Group 

Projects and Investments Director 

Planning and Business Development 

Director 

Accounting Manager 

Accounting Manager 

Human Resources and Corporate 

Communications Director 

Project Manager 

Projects and Investments Director 

Finance Manager 

Finance and Investor Relations Specialist 

Manager of Kayseri Power Plant 

Purchasing and Logistics Director 

Manager of Bursa Power Plant 

Manager of Lüleburgaz Power Plant 

Manager of Ankara Power Plant 

Accounting Assistant Manager 

Chief Accountant 

Chief Accountant 

Budget Chief 

Contracts Manager 

Finance Specialist 

Project Manager 

System Development and Project Manager 

Geothermal Investments Director 

Ar›lar Independent External Inspection 

Ar›lar Independent External Inspection 

SECTION III- Beneficiaries 

13- Informing the Beneficiaries 

Zorlu Enerji Elektrik Üretim A.fi. reorganized the 

website in order to inform the beneficiaries about the 

subjects concerning them, and any kind of 

information in the frame of Principles of Corporate 

Management. Also, in order to inform the employees, 

there is an “intranet” system in the company, and 

personnel can provide the information they needed 

from the system as their authorization level of access. 

All information in details needed by employees are 

presented in intranet system. 

In order to inform customers and suppliers, 

informative meetings are organized upon requests 

coming from them. In case of any requests coming 

from investors and agencies, one-to-one or group 

meetings are organized. 

14- Beneficiaries’ Contribution to Administration 

Beneficiaries do not take part in administration. 

However, care is given for participation of employees 

to meetings of boards of directors to indicate their 

opinions. Any other model for other beneficiaries to 

take part in administration is not developed. 

15- Human Resource Policy 

Human Resource Policy is prepared as to cover 

hiring, promoting, dismissing, training and 

compensation systems. In order to increase the 

productivity of employees, training programs are 

organized in certain times, and employees 

attendance to these programs is encouraged. 

There is not an assigned representative to organize 

the relations with the employees. If there will assign 

an independent member in the Board, this member 

will represent all beneficiaries as well as the 

employees in the Board of Directors. 

All employees are given equal opportunities for 

trainings, having a career, promotions and other 

subjects, with no discrimination. 

There is no complaint about discrimination received 

from employees. 



16- Information about the Relations with 

Customers and Suppliers 

Zorlu Enerji Elektrik Üretim A.fi. gives customer 

satisfaction a great importance. Demands coming 

from customers are replied in shortest time possible, 

all effort is used to find solutions for any issues. 

In order to achieve customer satisfaction, Customer 

Services Department has been established. This 

department usually provides technical and financial 

support. For the issues customers are having with 

EPDK (EMRA-Energy Market Regulatory Authority) 

and Treasury, same department acts also as an 

intermediary agent. Complying with the EPDK 

Directives, customers’ meters are replaced with new 

ones, and in order to provide remote supervision, 

modems are installed. 

Since the company has no direct relations with the 

customers, customer satisfaction is related with the 

discount rate applied. 

17- Social Responsibility 

In 2006, Zorlu Enerji has all required and legal 

inspections related to environmental protection done. 

In the same direction, ÇED (Environmental Impact 

Assessment) documents related with the installations 

are taken from Ministry of Environment, every year. 

Until today, no violation regarding environmental 

protection is determined in environmental influence 

reports, and all implementations are done in 

consideration to environmental factors. Company 

also has three certifications regarding environmental 

protection, issued by ISO. 

In 2006, no negative effect to environment was 

determined and there is no law suit filed against the 

Company. 

All kinds of works regarding Social Responsibilities 

are performed group based by Mehmet Zorlu 

Foundation, and Zorlu Enerji Elektrik Üretim A.fi. 

contributes to these as a Company in the Group. 

SECTION IV- Board of Directors 

18- Structure of the Board of Directors, its 

Constitution and Independent Members 

Zorlu Enerji Elektrik Üretim A.fi. Board of Directors 

consists 7 members. Almost no member of the Board 

takes any part in execution. The Chairman of the 

Board, Zeki Zorlu, acts as a member taking no part in 

execution. The General Manager of the Company is 

Salim Arslanalp. Different persons act as Chairman of 

the Board and Executive Directors. 

Member Title Attribute of Member 

Zeki Zorlu Chairman of the Takes no part in execution 

Board of Directors 

Yüksel Yalova Deputy Chairman Takes no part in execution 

of the Board of Directors 

Olgun Zorlu Member Takes no part in execution 

Türkan Zorlu Member Takes no part in execution 

Berrin Zorlu Member Takes no part in execution 

Selen Zorlu Melik Member Takes part in execution 

Zuhal Bereket Bafl Member 

Takes no part in execution 

In accordance with the Corporate Management 

implementation two independent members are 

assigned and the Board of Directors has seven 

members including the independent members. 

Independent members bear the independency criteria 

provided in Capital Markets Committee Principles of 

Corporate Management. For the Board Members, 

there is no limitation regarding to undertake other 

duty or duties outside the Company. 

19- Attributes of Board of Directors Members 

Following the amendments to be done on Main 

Contract at Periodic General Board Meeting of 

Shareholders, minimum specifications to be borne by 

Board Members will be added to Main Contract. 

Specifications, which will be added to the Main 

Contract, will be as same as the ones mentioned in 

Capital Markets Committee Principles of Corporate 

Management Section IV. Article 3.1.1, 3.1.2 and 3.1.5. 

Corporate Management Committee, which will be 

acting connected to Zorlu Enerji Elektrik Üretim A.fi. 

Board of Directors, decided to organize training 

programs, if necessary, for the members who do not 

bear the specifications; until now, there have been no 

training program implemented for Board Members. 



20- Mission, Vision and Strategic Goals of the 

Company 

22- Authorities and Responsibilities of Board of 

Directors Members 

Board of Directors has determined the mission and 

vision of the Company and announced them to public: 

Mission: From the source to the socket, provide 

quality and reliable services, to give energy to life. 

Vision: In all levels of energy sector, to become the 

leader in Turkey and a preferred bridge of energy in 

the world. 

Board of Directors confirms the strategic goals 

determined by directors. Zorlu Enerji Elektrik Üretim 

A.fi. Board takes grate care in considering the 

opinions and proposals of related departments, when 

the strategic goals are being determined. Proposals 

about the strategic goals are reported to Board and 

works to implement the goals are started immediately. 

The levels of achieving the goals are evaluated by 

means of the results in financial charts and based on 

activities in year-end reports. Board of Directors, once 

a year, performs an annual evaluation to determine 

the level of achieving the goals, activities and previous 

performances. 

21- Risk Management and Internal Control 

Mechanisms 

Zorlu Enerji Elektrik Üretim A.fi. Board of Directors 

uses SAP system in the Company, in order to achieve 

Risk Management and internal control. By means of 

SAP system, all integrated work process can be 

operated/recorded by computer systems and 

productivity can be increased. Also, with this system, 

employees and managers, as their level of 

authorization allows, can access any kind of 

information and reports they need. 

In order to provide internal control, a problem-solving 

program is installed in Company’s intranet system and 

is operated effectively. Any problem faced is directed 

to related managers and solved immediately. Zorlu 

Enerji Elektrik Üretim A.fi. Board defined all existing 

and potential risks and determined policies against 

those risks. 

In Main Contract of Zorlu Enerji Elektrik Üretim A.fi., 

authorities and responsibilities of Board of Directors 

did not take place in details. With the amendments 

made in 2005 General Board Meeting of 

Shareholders, authorities and responsibilities of Board 

of Directors members took place in main contract. 

Authorities and responsibilities of Board of Directors 

took place in Main Contract are as follows: 

• Determining the mission and vision of the Company and announce 

them to public, following up and supervising the proceedings on 

the way to determined goals; 

• Representing the company to shareholders and third parties and 

determining the policies to do; 

• Approving the annual budgets and business plans of the company; 

• Protecting the company activities to comply with the directives, 

main contract and internal regulations; 

• Having the company records kept properly; 

• Preparing company balance sheet, preparing profit/loss accounts, 

preparing annual report, and presenting those to shareholders 

attention before the General Board Meeting of Shareholders; 

• Presenting to General Board of Shareholders a proposal about the 

way of profit distribution; 

• Calling General Board of Shareholders for ordinary or extraordinary 

meeting and providing the procedure for General Board Meeting of 

Shareholders; 

• Ensuring the decisions made by Shareholders during General 

Board Meeting to be realized; 

• Determining the rules followed by Company employees, including 

the ethic rules to be followed; 

• Determining the Company Policy for Releasing Information and 

disclose it to public; 

• Forming the committees connected to the Board of Directors, 

assigning the members and determining the work principles, 

ensuring the effective and productive work of such; 

• Evaluating the recommendations of corporate management 

committee about top-level managers of the Company. 

23- Principals of Activity for Members of Board of 

Directors 

The Chairman of the Board and Members determine 

Board meeting agendas. While determining the 

agenda, requests coming from directors are also 

taken into consideration. In the Article 9 of Main 

Contract, it is stated that the Board will gather at least 

once a month. Board of Directors Meetings are held 

at least 12 times a year. 

A secretariat inside the Company working connected 

with Board of Directors has been formed, in the 

concept of Principles of Corporate Management. Duty 

of the Secretariat is to keep the records of the Board 

Meetings, to archive the records and provide updated 

information for the members of the Board. Also, 



agenda and information about the agenda, as well as 

the reports, are delivered to the Members, at least 

one week prior to meetings. 

During the Meetings, any opposite opinions and 

detailed information about the reasons of voting 

against the common practice are decided to be put 

into records and passed to the auditors, but so far 

such a situation did not occurre. Following the 

approval of Main Contract by General Board Meeting 

of Shareholders, if independent members have a 

different opinion, the reasons of voting against shall 

be disclosed to the public through the website. The 

actual participation of the members to the board 

meetings is required for articles that need to be 

approved by the members of the board of directors 

indicated in Section IV article 2.17.4 of the Principles 

of Corporate Management of the Capital Markets 

Committee. None of the Board members, including 

the Chairman, have more voting rights and/or the right 

to veto. All members and chairman has equal vote. 

24- Conducting Business with the Company and 

Rule of Competition 

The Subject of having business conducts with the 

Company or competing with the Company is 

presented in the agenda for approval of General 

Board of Shareholders, every year. In year 2006, no 

case regarding business conducts with the Company 

or competition of Members of the Board is occurred. 

In case that any situation occurs related to business 

conduct and competition with the company, in 

concept of Principles of Corporate Management, the 

profit disputes arise will be disclosed to public. 

25- Rules of Ethic 

Ethic Rules of Zorlu Enerji Elektrik Üretim A.fi. prepared 

in form of writing and delivered to all employees. 

Maximum care is given to the implementation of rules 

of ethics having been established for the Board of 

Directors, the company and its employees. 

26-The Number, Structure and Independence of 

committees established in the Board of Directors 

The Board of Directors has established an Audit 

Committee for auditing the financial and operational 

activities in accordance with the bulletin of the Capital 

Markets Committee with Series Seri X, No:19 Article 3 

The Corporate Management Committee has not yet 

been established. However, with the appointment of 

independent members to the Board of Directors and 

within the framework of the Principles of Corporate 

Management of the Capital Markets Committee, it is 

planned that the Corporate Management Committee 

be established under the chairmanship of an 

independent chairman. The principles of working have 

been established in writing and in a detailed manner 

within the framework of this plan. The establishment 

of the Committee shall commence after the Ordinary 

General Meeting. The working plans of the Audit 

Committee and the Corporate Management 

Committee has been established in writing and in a 

detailed manner. 

The Audit Committee comprises of two persons, who 

are Türkan Zorlu and Selen Zorlu Melik. Selen Zorlu 

Melik from among the committee members is a 

member with executive powers while Türkan Zorlu is a 

member who does not have executive powers. 

The Board of Directors resolved that as of 2006, the 

Audit Committee holds meetings each quarter and 

meet at least 4 times in year. 

Board secretariat will be responsible for keeping the 

records of decision of meetings. Committee performs 

its duties in accordance to working principles 

prepared in details and in form of writing. 

27- Financial Rights Granted to the Board of 

Directors 

General Board of Shareholders determines social 

benefits given to Members of the Board of Directors. 

In 2006, total of 100.000 YTL. is paid to Board 

Members of Zorlu Enerji Elektrik Üretim A.fi., in 

conformity with sector average. Each of Board 

Auditors is paid 2.232YTL. Gross per year. 

A performance appraisal is not conducted for 

members of the Board of Directors. A rewarding 

system reflecting the performance of the Company 

has not been established. 

The Company did not give any debt or loan to any 

member of the Board of Directors and the managers.

Corporate Governance Compliance Report - Zorlu Enerji

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