Corporate Governance Compliance Report - Zorlu Enerji

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Zorlu Enerji Elektrik Üretim A.fi. Corporate Governance Compliance Report 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. 36 Zorlu Enerji 2006 Annual Report
Zorlu Enerji Elektrik Üretim A.fi. Corporate Governance Compliance Report 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, Zorlu Enerji 2006 Annual Report 37
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