CREDIt RAtING OF ANADOLU EFES

conducts studies for building up a transparent
system devoted to designating, assessing, training
and rewarding appropriate candidates to the Board
as well as other studies for establishing policies and
strategies in this regard, provides suggestions about
the number of Board Members.
A Board Member does not take office within several
committees.
In line with the articles 3.3.4 and 3.3.5 of Section
IV of the CMB’s Corporate Governance Principles,
the independent member of our Board of Directors
does not qualify as independent, however Mr.
Engin Akçakoca, who is nominated by Anadolu
Endüstri Holding, does not have any current ties
to such nominating shareholder. Therefore Mr.
Engin Akçakoca qualifies to be independent as per
internationally accepted standards.
Currently the chairman of the Audit Committee
qualifies to be independent as per internationally
accepted standards, whereas the chairman of
the Corporate Governance Committee is not an
independent board member.
Anadolu Efes believes that the objectivity and
independent approach by this Board member highly
contributes to the development and strengthening of
the Company’s management. In addition there are
independent and professional individuals in capacity
of consultants in our Company’s Board of Directors.
27. Financial Benefits granted to the Board of
Directors
No compensation is paid to the members of the Board
of our Company pursuant to the resolution adopted in
the ordinary annual General Assembly. On the other
hand, if approved by the General Assembly and after
setting aside the statutory legal reserves and only on
the condition of not reducing the 1st dividend in any
way whatsoever:
(i) 10 percent of the issued capital;
(ii) 2 percent for founder dividends out of the profit
calculated upon deducting the legal reserves and the
amount set forth in sub-clause (i) above;
(iii) After setting aside the legal reserves and further
the amounts specified in sub-clauses (i) and (ii) above,
5 percent of the remaining portion is distributed pari
passu as dividend.
The total amount of dividends distributed to Board
members or to the nominating shareholder companies
in 2010 in the fashion specified above sums up to
TL 17,738,530.87. There is no other compensation or
interest provided to the Board.
The determination of financial rights and benefits
to which Board Members are entitled is not based
upon the performance of Board members however
reserving dividends out of profit is a rewarding scheme
reflecting the overall performance of the Company.
Our Company has neither lent any loan or credit to
any Board Member, nor served any personal loan to
any beneficiary through any third party and has not
served any security or guarantee such as indemnity
to the interest of any third party.
ANADOLU EFES FAALİYET RAPORU 2010 129