Corporate Governance Compliance Report - Zorlu Enerji

Zorlu Enerji Elektrik Üretim A.fi. Corporate Governance Compliance Report
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.
38 Zorlu Enerji 2006 Annual Report