CREDIt RAtING OF ANADOLU EFES

systems are being made against any data loss due to
extraordinary events.
Additionally, environmental factors and extraordinary
operations are monitored on an immediate basis and
investigations are made to take necessary measures
against the causes to minimize financial risk.
In the framework of Capital Markets Board’s
regulations, it is resolved that related party
transactions are fair and reasonable.
In the context of adopted principles of Anadolu Efes,
our company is subject to internal and operational
audits both by the internal audit teams which are
established within the company and its subsidiaries
and by audit teams provided by Anadolu Group.
22. Authorities and Responsibilities of the Members
of the Board and Management
The authorities and responsibilities of the Board
members are explicitly laid down in the Articles of
Association of our Company. In addition, the actual
duties and responsibilities of the Board members are
summarized below:
• To set the Company’s vision and mission,
• To determine the strategic targets of the Company,
• To approve the budget and business plans of the
Company,
• To supervise the achievement of Company targets
and to review the results of operations,
• To review the corporate governance principles of
the Company, to eliminate deficiencies,
• To establish the committees of the Board of Directors
and to make them operational.
23. Operating Principles of the Board of Directors
The procedures and frequency of Board meetings,
meeting and resolution quorum, process of asserting
objections and the validity of Board resolutions
are explicitly laid down in our Company’s Articles
of Association. The agenda of Board meetings
comprises of the agenda issues designated in the
previous Board meeting for further negotiation in
the next meeting along with the issues designated
by the related Group President. Dates of the Board
meetings are fixed at the beginning of the year and
accordingly the Board members are notified of the
meeting dates. Furthermore Board members are
also notified by means of a formal memorandum
and report at least one week prior to any meeting.
The Board holds its ordinary meetings six times a
year and the Board members also may convene
upon any extraordinary situation and negotiate and
render resolutions on critical agenda issues. The
rate of participation of Board Members in meetings
during the year has been 86 percent. A secretariat is
constituted for the meetings and all questions rose
during the meetings and all issues negotiated are
recorded into meeting minutes. On matters laid down
as per provision of article 2.17.4 in section IV of the
Corporate Governance Principles, actual participation
is provided in Board meetings. Meeting proceedings
in the nature of trade secrets are not disclosed to the
public. However all of the critical matters resolved are
announced through a special case announcement
and related resolutions of the Board of Directors are
published in the Company’s website as well. Board
Members do not reserve the right to cast weighted
vote and/or power of veto.
ANADOLU EFES FAALİYET RAPORU 2010 127