SystemRobust Governance for Sustainable GrowthAs a member of Koç Group, one ofthe long-established organizations inTurkey, the most valuable legacy thatArçelik A.fi. carries on from its morethan half a century long history to thepresent, is the continuous developmentand institutionalization oriented workingculture with superior ethics andmanagement approach. Our goal isto enrich this legacy, which enabledus to reach our current status viamodern management principles andsystems and carry it into the future. Toreach goal, we operate with a robustcorporate governance a responsibleunderstanding of sustainability andsupreme standards and systems.Corporate GovernanceThe principles defining our corporategovernance understanding, whichaims to sustain and improve ourmanagerial success and respect fromour stakeholders, are; accountability,responsibility, equality, openness andtransparency. We continuouslydevelop the organization and practicesthat we form in the light of theseprinciples, and increase our corporategovernance performance. The mostsignificant indicator of the progresswe made in this field is theimprovements of our corporategovernance rating from 82.09% in 2009to 85.53% in 2010 and to 85.91% in<strong>2011</strong>, and the pursuant acceptanceto the ISE Corporate GovernanceIndex.Arçelik A.fi.'s management structureis a single stage system based on aBoard of Directors selected by theGeneral Assembly amongshareholders. The only executivemember in the Board of Directors isthe General Manager and there areno independent members. Allmembers of Arçelik A.fi. Board ofDirectors are responsible for theeconomic performance of thecompany. The executive responsibilityfor the social and environmentalperformance on the other hand,belongs to the General Manager. Theoffices of the General Manager who isat the top of executive body and of theChairman of the Board are held byseparate individuals.In order to conduct its duties andresponsibilities in a healthy manner,Arçelik A.fi. Board of Directors benefitsfrom various specialty committees.Forthis purpose, there is the AuditCommittee, comprised of two nonexecutiveBoard members.There is a Corporate GovernanceCommittee which presentssuggestions to the Board of Directorsregarding compliance with andimprovements upon CorporateGovernance Principles and iscomprised of 2 non-executive Boardmembers and an Assistant GeneralManager.Moreover, in order to determine theoperational, strategic, financial andother risks and manage them incompliance with company's corporaterisk taking profile, Risk ManagementCommittee was founded with theparticipation of 4 non-executive Boardmembers. With the participation of 4non-executive Board members andthe General Manager- the executivemember-, Investment and BusinessDevelopment Committee was foundedin order to plan the strategictendencies regarding companyoperations and support the Board ofDirectors in following the decidedpractices and investments. Generalprinciples for foundation, working,meeting and reporting of allcommittees were determined by, theBoard of Directors.For detailed information regardingArçelik A.fi.'s corporate governancestructure, members of the Board ofDirectors and top management, youcan visit the “About Arçelik A.fi.” and“Investor Relations” tabs atwww.arcelikas.com.12
<strong>Sustainability</strong> <strong>Report</strong> <strong>2011</strong>Risk ManagementIn Arçelik A. fi. risks are managed witha holistic approach. The strategic,operational, financial and other aspectsposing risk for our short and long termobjectives are evaluated, in every levelof the organization starting from theBoard of Directors. With regard to this,the Risk Management Committee wasfounded in order to determine andevaluate risks, to calculate theirimpacts and likelihood, to manage andreport them, to take them into accountin decision making, to form activeinternal control systems and to makesuggestions to the Board of Directors.In line with the evaluation of anddecisions taken by the Board ofDirectors regarding the strategic risks,Risk Management Committeedetermines the procedures regardingmajor risk groups, which will be appliedin integration with relevant businessprocesses. Process managers applythese procedures within their workflowroutine. “Risk ManagementDepartment ” which is organized withinthe company provides technicalsupports to process managers tomanage risks, follows the emergingrisks and ensures their analysis andreporting.At Arçelik A.fi. the internal controlpractices are managed by InternalAudit Department organized underAssistant General Manager, Financeand Accounting. The Audit Committeefollows the functioning and efficiencyof the control system.Risk Management Organization and ResponsibilitiesBoard of DirectorsRisk Assessment of Strategic MainBusiness ObjectivesRisk Management CommitteeIdentification of Procedures andTolerance Limits for Main Risk GroupsLegalRisk Management DepartmentRisk Follow-up Analysis and <strong>Report</strong>ingRiskDatabaseProceduresInternal Audit DepartmentBusiness Processes13