TSKB Real Estate Investment Trust Inc (TSKB REIT), adopts a transparent and sustainable management approach that considers the expectations and needs of all its stakeholders. In this regard, the Company is committed to maintaining open, reliable and effective communication with its shareholders, investors, regulatory authorities, employees and all other stakeholders.
The Company conducts its operations in line with the Corporate Governance Principles issued by the Capital Markets Board of Türkiye, based on the principles of fairness, transparency, accountability and responsibility.
Guided by these principles, which form the foundation of our corporate governance approach, we remain committed to sustainable growth, effective risk management and creating long-term value for all our stakeholders.
Board Diversity Policy
A. Purpose and Scope
The purpose of this Policy is to promote a diverse and inclusive Board of Directors that brings together different perspectives, knowledge, experience and areas of expertise, and to establish the principles governing diversity within the Board of Directors of TSKB REIT.
B. Definitions
Board diversity refers to maintaining a balanced and complementary composition of Board members with diverse knowledge, experience, professional expertise, gender and competencies.
C. Principles
1. The composition of the Board of Directors shall be structured to support the diversity of knowledge, experience and competencies required in line with the Company’s strategic objectives and fields of activity.
2. In the nomination and selection of Board members, diversity in terms of knowledge, experience, expertise and competencies, as well as balanced representation of women and men, shall be taken into consideration.
3. The Company aims to maintain at least two female members on its Board of Directors and to achieve a minimum female representation of 33%.
4. Progress towards these objectives shall be reviewed and evaluated annually by the Board of Directors.
D. Effectiveness
This Policy shall become effective upon its approval by the Board of Directors.
While one of the executive board members is elected among the candidates nominated by shareholders of group B, all the other members are elected among the candidates nominated by shareholders of group A.
TSKB REAL ESTATE INVESTMENT TRUST INC.
CORPORATE GOVERNANCE COMMITTEE
CHARTER
Article 1
Purpose and Scope
This Charter sets forth the principles governing the establishment of the Corporate Governance Committee, as well as its duties, powers, responsibilities, and working procedures, in order to enable the Board of Directors to effectively, efficiently, and duly fulfill its duties and responsibilities regarding corporate governance.
Until the Nomination Committee and the Remuneration Committee are established, the duties and responsibilities assigned to such committees shall be carried out by the Corporate Governance Committee.
Article 2
Legal Basis
This Charter has been prepared in accordance with the Corporate Governance Communiqué issued by the Capital Markets Board of Türkiye.
Article 3
Composition of the Corporate Governance Committee
The Corporate Governance Committee shall consist of at least two members elected from among the members of the Board of Directors and the Manager of the Investor Relations Department/Unit.
The members of the Committee shall elect a Chairperson from among themselves. The Chairperson of the Committee shall be selected from among the independent members of the Board of Directors. Persons who are not members of the Board of Directors but possess the necessary expertise may also serve as members of the Committee.
Where the Committee consists of two Board members, both members shall be non-executive directors. Where the Committee consists of more than two Board members, the majority of such members shall be non-executive directors. The General Manager shall not serve as a member of the Committee.
It is mandatory that the Manager of the Investor Relations Department/Unit be employed by the Company on a full-time basis and be appointed as a member of the Corporate Governance Committee.
The membership of any Committee member who ceases to serve as a member of the Board of Directors shall automatically terminate.
Article 4
Duties and Responsibilities of the Corporate Governance Committee
The duties and responsibilities of the Corporate Governance Committee with respect to corporate governance shall be as follows:
The Committee shall monitor and assess the Company’s compliance with the Corporate Governance Principles. Where the Company fails to comply with such Principles, the Committee shall identify the reasons for such non-compliance and any conflicts of interest arising therefrom and submit recommendations to the Board of Directors for improving the Company’s corporate governance practices.
The Committee shall oversee the activities of the Company’s Investor Relations Department. Within this scope, it shall establish the fundamental principles governing the Company’s communications with investors, review such principles on a regular basis, and submit any recommendations it deems necessary to the Board of Directors.
The Committee shall work in coordination with the Investor Relations Department to develop recommendations aimed at ensuring effective communication between the Company and its shareholders and preventing or resolving potential disputes, and shall submit such recommendations to the Board of Directors.
The Committee shall review the Company’s Corporate Governance Compliance Report prior to its publication in the Company’s annual report and submit its evaluations to the Board of Directors.
The Committee shall make recommendations and evaluations regarding the establishment, amendment, or revision of the Company’s Disclosure Policy and submit them to the Board of Directors. It shall ensure that the Disclosure Policy includes the minimum content required under the applicable legislation with respect to the Company’s communications with its stakeholders. Furthermore, it shall review the scope, content, consistency, and accuracy of the documents, presentations, and disclosures prepared by the Company for public disclosure purposes and oversee their preparation in compliance with the Disclosure Policy.
The Committee shall promote the establishment and adoption of a corporate governance culture throughout the Company and encourage its implementation at all levels of management and among all employees. It shall monitor domestic and international developments in the field of corporate governance, assess their potential impact on the Company, and make recommendations where appropriate.
Duties Relating to the Nomination Committee
The Committee shall develop policies and strategies for establishing a transparent system for identifying, evaluating, and developing suitable candidates for membership of the Board of Directors and executive positions with administrative responsibility.
The Committee shall regularly evaluate the structure and effectiveness of the Board of Directors and submit to the Board its recommendations regarding any changes it considers appropriate.
The Committee shall perform the duties assigned under the applicable Capital Markets Board regulations relating to the nomination of independent members of the Board of Directors for companies within the group to which the Company belongs, as announced annually by the Capital Markets Board of Türkiye.
Duties Relating to the Remuneration Committee
The Committee shall determine and oversee the principles, criteria, and practices to be applied in the remuneration of members of the Board of Directors and executives with administrative responsibilities, taking into account the Company’s long-term objectives.
The Committee shall submit to the Board of Directors its recommendations regarding the remuneration of members of the Board of Directors and executives with administrative responsibilities, taking into account the extent to which the applicable remuneration criteria have been achieved.
The Committee shall make recommendations and evaluations regarding the establishment and amendment of the Company’s Remuneration Policy and submit its opinions to the Board of Directors.
The Committee shall also perform any other duties and responsibilities assigned to it by the Board of Directors within its scope of responsibility.
Article 5
Working Principles and Procedures of the Corporate Governance Committee
The Corporate Governance Committee shall convene at least once every three months and no fewer than four times each year.
The Committee shall meet with the participation of all its members and shall adopt its resolutions by the majority vote of the members attending the meeting.
A resolution book shall be maintained, and all Committee resolutions shall be recorded therein in sequential order.
The minutes of each meeting, together with the evaluations made, the resolutions adopted, and the reasons therefor, shall be prepared in writing and submitted to the Board of Directors within one month following the relevant Committee meeting.
The Committee’s resolutions shall become effective upon the approval of the Board of Directors.
The Committee shall promptly submit in writing to the Board of Directors any findings, evaluations, and recommendations relating to its area of responsibility.
The Committee may invite any person whose opinion is deemed necessary to attend its meetings and may obtain their views.
The preparation of the meeting agenda, issuance of meeting notices, coordination among Committee members, maintenance of the resolution book, and all other secretarial services shall be carried out by the Investor Relations Department/Unit.
The Board of Directors shall provide the Committee with all resources and support necessary for the effective performance of its duties.
Where necessary and subject to the approval of the Board of Directors, the Committee may obtain independent expert opinions on matters requiring specialized knowledge. The cost of such consultancy services shall be borne by the Company.
Committee members shall perform their duties in accordance with the principles of independence, impartiality, integrity, and confidentiality.
Article 6
Effectiveness
This Charter shall enter into force on the date it is approved by the Board of Directors and shall be implemented and administered by the Board of Directors.
TSKB REAL ESTATE INVESTMENT TRUST INC.
AUDIT COMMITTEE
CHARTER
Article 1
Purpose and Scope
This Charter sets forth the principles governing the establishment of the Audit Committee, as well as its duties, powers, responsibilities, and working procedures, in order to enable the Board of Directors to effectively, efficiently, and duly fulfill its duties and responsibilities relating to audit and oversight activities.
Article 2
Legal Basis
This Charter has been prepared in accordance with the Corporate Governance Communiqué issued by the Capital Markets Board of Türkiye.
Article 3
Composition of the Audit Committee
The Audit Committee shall consist of at least two members elected from among the members of the Board of Directors.
The members of the Committee shall elect a Chairperson from among themselves.
All members of the Committee shall be selected from among the independent members of the Board of Directors.
Where practicable, it is preferable that at least one member of the Committee possess a minimum of five years of professional experience in auditing, accounting, or finance.
The membership of any Committee member who ceases to serve as a member of the Board of Directors for any reason shall automatically terminate.
Article 4
Duties and Responsibilities of the Audit Committee
The duties and responsibilities of the Audit Committee shall be as follows:
The Committee shall oversee the operation and effectiveness of the Company’s accounting system, publicly disclosed financial information, independent audit process, internal control system, and internal audit activities.
The selection of the independent audit firm, the preparation of the independent audit engagement agreement, the initiation of the independent audit process, and all stages of the independent auditor’s work shall be carried out under the supervision of the Committee.
The independent audit firm to be engaged by the Company, together with the audit and related services to be obtained from such firm, shall be determined by the Committee and submitted to the Board of Directors for approval.
The Committee shall establish the procedures and criteria governing the examination and resolution of complaints received by the Company regarding its accounting system, internal control system, internal audit activities, and independent audit process, as well as the confidential handling and evaluation of reports submitted by Company employees concerning accounting and independent auditing matters.
The Committee shall submit to the Board of Directors its written assessments regarding the compliance of the annual and interim financial statements to be publicly disclosed with the accounting principles adopted by the Company, as well as their fairness and accuracy, taking into consideration the opinions of the Company’s responsible executives and the independent auditor.
The Committee shall also perform any other duties and responsibilities assigned to it by the Board of Directors within the scope of its responsibilities.
Article 5
Working Principles and Procedures of the Audit Committee
The Audit Committee shall convene at least once every three months and no fewer than four times each year.
The Committee shall meet with the participation of all its members and shall adopt its resolutions by the majority vote of the members attending the meeting.
A resolution book shall be maintained, and all Committee resolutions shall be recorded therein in sequential order.
The minutes of each meeting, together with the evaluations made, the resolutions adopted, and the reasons therefor, shall be prepared in writing and submitted to the Board of Directors within one month following the relevant Committee meeting.
The Committee’s resolutions shall become effective upon the approval of the Board of Directors.
The Committee shall promptly submit in writing to the Board of Directors any findings, evaluations, and recommendations relating to its area of responsibility whenever deemed necessary.
Information regarding the activities of the Audit Committee and the outcomes of its meetings shall be disclosed in the Company’s annual report. The annual report shall also specify the number of written notifications submitted by the Committee to the Board of Directors during the relevant reporting period.
The Committee may invite any person or expert whose opinion is deemed necessary to attend its meetings and may obtain their views.
The preparation of the meeting agenda, issuance of meeting notices, coordination among Committee members, maintenance of the resolution book, and all other secretarial services shall be carried out by the Inspection Board / Audit Department.
The Board of Directors shall provide the Committee with all resources and support necessary for the effective performance of its duties.
Where necessary and subject to the approval of the Board of Directors, the Committee may obtain independent expert opinions on matters requiring specialized knowledge. The cost of such consultancy services shall be borne by the Company.
Committee members shall perform their duties in accordance with the principles of independence, impartiality, integrity, and confidentiality.
Article 6
Effectiveness
This Charter shall enter into force on the date it is approved by the Board of Directors and shall be implemented and administered by the Board of Directors.
TSKB REAL ESTATE INVESTMENT TRUST INC.
RISK DETECTION COMMITTEE
CHARTER
Article 1
Purpose and Scope
This Regulation sets forth the provisions governing the establishment of the Early Detection of Risk Committee, as well as the Committee’s duties, powers, responsibilities, and principles and procedures of operation, with the aim of enabling the Board of Directors to effectively, properly, and in compliance with the applicable legislation fulfill its duties and responsibilities regarding risk management.
Article 2
Legal Basis
This Regulation has been prepared in accordance with Article 378 of the Turkish Commercial Code No. 6102 and the provisions of the Corporate Governance Communiqué issued by the Capital Markets Board of Türkiye.
Article 3
Composition of the Early Detection of Risk Committee
The Early Detection of Risk Committee shall consist of at least two members elected from among the members of the Board of Directors.
The Committee members shall elect a Chairperson from among themselves. The Chairperson of the Committee shall be selected from among the independent members of the Board of Directors. Individuals who are not members of the Board of Directors but possess the necessary expertise may also be appointed as members of the Committee.
If the Committee consists of two members, both members; if it consists of more than two members, the majority of the members shall be non-executive members of the Board of Directors. The Chief Executive Officer (CEO)/General Manager may not serve as a member of the Committee.
Upon the termination of a member’s position on the Board of Directors, his/her membership on the Early Detection of Risk Committee shall automatically terminate.
Article 4
Duties and Responsibilities of the Early Detection of Risk Committee
The Early Detection of Risk Committee carries out studies aimed at the early identification of risks that may jeopardize the existence, development, and continuity of the Company, determining and implementing the necessary measures regarding such risks, and ensuring their effective management.
The Committee submits its opinions and recommendations in writing to the Board of Directors regarding the establishment and improvement of the Company’s risk management system in order to minimize the effects of risks that may affect, primarily, the shareholders and all other stakeholders.
The Committee reviews the Company’s risk management system at least once a year.
The Committee oversees the implementation of risk management practices in accordance with the resolutions of the Board of Directors and the Committee.
The Committee reviews the disclosures, assessments, and evaluations relating to risk management to be included in the Company’s annual report.
The Committee also performs any other duties and responsibilities assigned by the Board of Directors within the scope of its area of responsibility.
Article 5
Principles and Procedures of Operation of the Early Detection of Risk Committee
The Early Detection of Risk Committee shall convene at least once every two months and no fewer than six times a year.
The Committee shall convene with the majority of its total members and shall adopt resolutions by the majority of the members present at the meeting.
Minutes of the Committee meetings shall be maintained, and all resolutions shall be recorded in the Committee’s resolution book in sequential order.
The outcomes of Committee meetings shall be documented in meeting minutes, and the evaluations made, resolutions adopted, together with their justifications, shall be submitted in writing to the Board of Directors within one month following the relevant Committee meeting at the latest.
The Committee shall promptly submit its findings, evaluations, and recommendations concerning its duties and responsibilities to the Board of Directors in writing whenever deemed necessary.
The Committee may invite any individuals or representatives of institutions and organizations whose opinions are considered necessary to attend its meetings and obtain their views.
The preparation of the Committee agenda, issuance of meeting invitations, coordination among Committee members, maintenance of the resolution book, and all other secretariat services shall be carried out by the Risk Management Unit/Department.
The Board of Directors shall provide the Committee with all resources and support necessary for the effective fulfillment of its duties.
Subject to the approval of the Board of Directors, the Committee may obtain independent expert opinions on matters requiring specialized expertise within the scope of its activities. The cost of such consultancy services shall be borne by the Company.
Committee members shall perform their duties in accordance with the principles of independence, impartiality, objectivity, and confidentiality.
Article 6
Effectiveness
This Regulation shall enter into force on the date of its approval by the Board of Directors. The provisions of this Regulation shall be implemented by the Board of Directors.
Executives and employees pursue the following basic values in their relations and works to endeavour to keep the reputation of TSKB REIT and its shareholders at maximum level.
This policy sets forth the principles, procedures and objectives regarding ensuring diversity on the Board of Directors of TSKB Gayrimenkul Yatırım Ortaklığı A.Ş. (“TSKB GYO”).
Diversity on the Board of Directors is achieved through the inclusion of members with different knowledge, experience, competencies, and qualifications.
This policy shall enter into force on the date it is approved by the Board of Directors.
TSKB REAL ESTATE INVESTMENT TRUST INC.
DISCLOSURE POLICY
Purpose and Scope
The purpose of this Disclosure Policy is to ensure that the shareholders, investors and other stakeholders of TSKB Real Estate Investment Trust Inc. (the “Company” or “TSKB REIT”) are informed in a timely, accurate, complete, comprehensible and equitable manner regarding the Company’s historical performance, future plans and expectations, strategies, objectives and vision, in accordance with the Capital Markets Law, the relevant secondary legislation, the Turkish Commercial Code (“TCC”), the regulations of Borsa İstanbul (“BIST”), where the Company’s shares are traded, and all other applicable legislation.
This Policy covers information, documents, electronic records and data relating to the Company’s activities that are known to the members of the Board of Directors, senior management and employees, do not constitute trade secrets and may be disclosed to the public in accordance with the applicable legislation.
Public Disclosure Methods and Instruments
The Company uses the following methods and instruments for public disclosure:
* Material event disclosures
* Financial statements, notes to the financial statements and independent auditors’ reports periodically disclosed through the Public Disclosure Platform (KAP)
* Annual reports
* Corporate website (www.tskbgyo.com.tr)
* Public Disclosure Platform (KAP)
* Central Securities Depository of Türkiye (MKK)
* Investor and analyst meetings
* Press releases
* Press conferences
* Turkish Trade Registry Gazette
Inside Information
Inside information refers to non-public information relating to a specific event that may affect the value of capital market instruments issued by the Company or investors’ investment decisions, which a reasonable investor would likely consider material when making an investment decision and which, if disclosed to the public, could have an impact on the value of such capital market instruments or on investors’ investment decisions.
Employees of the Company who possess inside information, as well as other parties with whom the Company is in communication, are informed of their obligation to maintain the confidentiality of such information throughout the period from the occurrence of a material event until its public disclosure through the Public Disclosure Platform (KAP).
As a general principle, persons acting on behalf of or for the account of the Company may not disclose any information that has not yet been publicly disclosed and may qualify as inside information to any third party under any circumstances.
If it is determined that inside information has been inadvertently disclosed to third parties and it is concluded that the confidentiality of such information can no longer be maintained within the framework of the Capital Markets Board regulations, a material event disclosure shall be made without delay.
The Company, or natural or legal persons acting on behalf of or for the account of the Company, shall prepare a list of persons who have access to inside information by virtue of their employment or any other legal relationship, in accordance with the Communiqué on Material Events issued by the Capital Markets Board.
The list of persons having access to inside information shall be kept up to date at all times. Upon request, such list shall be submitted to the relevant public authorities and institutions. Persons included in the list shall be informed in writing of their obligations regarding the protection of inside information.
Disclosure of Forward-Looking Statements
Under the Communiqué on Material Events, forward-looking statements are defined as “assessments containing plans and forecasts constituting inside information relating to the future or providing investors with information regarding the issuer’s future activities, financial position and performance.”
Where such assessments are intended to be disclosed to the public through the press or other communication channels, they shall simultaneously be disclosed through the Public Disclosure Platform (KAP).
In the event of any material change in previously disclosed forward-looking statements, the necessary public disclosure shall also be made.
Forward-looking statements shall be publicly disclosed upon the written approval of the General Manager authorized by the Board of Directors.
Persons Authorized to Communicate with Shareholders and Make Public Disclosures
All requests for information submitted to the Company shall be evaluated to determine whether the requested information constitutes a trade secret and whether it is of a nature that may affect investors’ decisions or the value of capital market instruments within the scope of the Communiqué on Material Events issued by the Capital Markets Board. Such requests shall be responded to, in writing, verbally or electronically, by the following persons:
* Chairperson and members of the Board of Directors
* Chairperson and members of the Corporate Governance Committee
* Chairperson and members of the Audit Committee
* General Manager
* Investor Relations Department
Employees other than those listed above are not authorized to respond to requests for information and shall refer such requests to the Investor Relations Department.
Persons with Administrative Responsibilities
Persons with administrative responsibilities, as defined under the Communiqué on Material Events, consist of the members of the Board of Directors, the General Manager and department managers of the Company.
These persons are also included in the List of Persons Having Access to Inside Information.
Authority and Responsibility
This Disclosure Policy has been established by the Board of Directors. The Board of Directors is responsible for the implementation, monitoring, supervision and, where necessary, updating of this Policy.
The coordination of disclosure activities is carried out by the Investor Relations Department. The authorized personnel of the Department perform their duties and responsibilities in close cooperation with the Corporate Governance Committee, the Audit Committee and the Board of Directors.
Effectiveness
This Disclosure Policy was approved by Resolution No. 102 of the Board of Directors dated 22 March 2010, entered into force upon the Company’s initial public offering, and was subsequently reviewed and updated in its current form at the meeting of the Board of Directors held on 28 February 2014.
TSKB REAL ESTATE INVESTMENT TRUST INC.
PROFIT DISTRIBUTION POLICY
Purpose and Scope
The purpose of this Profit Distribution Policy is to establish the principles governing the profit distribution practices of TSKB Real Estate Investment Trust Inc. (the “Company”) in accordance with the Capital Markets Law, the Turkish Commercial Code, the relevant secondary legislation, the Company’s Articles of Association and the Corporate Governance Principles, and to ensure that shareholders exercise their dividend rights in a fair, transparent and predictable manner.
Principles of Profit Distribution
The principles governing the Company’s profit distribution are set forth in Article 29 of the Articles of Association.
The Company complies with the provisions of the Turkish Commercial Code, the Capital Markets Law, the relevant capital markets legislation and the Articles of Association with respect to profit distribution and the allocation of legal reserves.
Following the deduction from the net profit for the period of general expenses, depreciation, provisions, taxes and other financial liabilities determined in accordance with generally accepted accounting principles, and after offsetting any accumulated losses from previous years, the remaining distributable profit for the period shall be allocated in the following order and in accordance with the principles set out below.
First Legal Reserve
a) Five percent (5%) of the remaining amount shall be allocated as the first legal reserve until it reaches twenty percent (20%) of the paid-in capital, pursuant to Article 519 of the Turkish Commercial Code.
First Dividend
b) A first dividend shall be allocated in an amount to be determined by the General Assembly, taking into consideration the Company’s Profit Distribution Policy, provided that it is not less than the minimum rate and amount determined by the Capital Markets Board, based on the amount calculated by adding any donations made during the relevant fiscal year to the remaining amount.
Second Dividend
c) After deducting the amounts specified in paragraphs (a) and (b) above from the net profit for the period, the General Assembly may resolve to distribute all or part of the remaining amount as a second dividend, retain it in the balance sheet as retained earnings, transfer it to legal or discretionary reserves, or allocate it as an extraordinary reserve.
Second Legal Reserve
d) A second legal reserve shall be allocated pursuant to subparagraph (c) of the second paragraph of Article 519 of the Turkish Commercial Code.
e) Unless the legal reserves required by law and the first dividend stipulated for shareholders under the Articles of Association have been allocated, no resolution may be adopted regarding the allocation of additional reserves, the transfer of profits to the following fiscal year or the distribution of profit shares to members of the Board of Directors and employees. Furthermore, no profit share may be distributed to such persons unless the first dividend has been paid.
f) Dividend advances may be distributed to shareholders within the framework of Article 20 of the Capital Markets Law.
The method of annual profit distribution to shareholders shall be resolved by the General Assembly upon the proposal of the Board of Directors, taking into account the regulations of the Capital Markets Board and the provisions of the Articles of Association.
Dividends distributed in accordance with the provisions of the Articles of Association may not be reclaimed. The provisions of Article 512 of the Turkish Commercial Code are reserved.
Cash dividend payments shall be made no later than the end of the second month following the date of the General Assembly meeting at which the profit distribution resolution is adopted. Dividend distributions in respect of dematerialized shares shall be made upon completion of the relevant legal procedures.
No profit share shall be paid to independent members of the Board of Directors in accordance with the Corporate Governance Principles of the Capital Markets Board.
Profit Distribution Policy
When preparing profit distribution proposals to be submitted for the approval of the General Assembly, the Board of Directors seeks to maintain an appropriate balance between the expectations of shareholders and the Company’s sustainable growth objectives.
Accordingly, taking into consideration the Company’s financial position, profitability, investment and financing requirements, as well as prevailing economic conditions, the Company adopts a profit distribution policy based on distributing the distributable profit, in cash and/or in the form of bonus shares, at a rate not lower than the minimum level required under the applicable capital markets legislation.
Effectiveness
This Profit Distribution Policy was approved by the resolution of the Board of Directors dated 28 February 2014 and entered into force as of the date of such approval.
TSKB REAL ESTATE INVESTMENT TRUST INC.
REMUNERATION POLICY
This Remuneration Policy (“Policy”) sets forth the remuneration principles, rules, criteria and practices of TSKB Real Estate Investment Trust Inc. (“Company”), which have been established in line with the Company’s scope and nature of activities, strategies, long-term objectives and risk management framework, and are designed to support effective risk management. This Policy has been approved by the Board of Directors of the Company.
1. Purpose
The purpose of this Remuneration Policy is to establish the fundamental principles and procedures governing the Company’s remuneration approach, to ensure that remuneration practices are carried out in line with the Company’s mission, vision, strategies and corporate values, and to ensure compliance with the principles of corporate governance and the applicable legislation.
2. Principles Governing the Remuneration of the Board of Directors
This Remuneration Policy, which has been prepared by taking into consideration the scope and nature of the Company’s activities, its strategies, long-term objectives and risk management framework, shall be approved by the Board of Directors and reviewed at least once a year to ensure its effectiveness.
The Board of Directors shall ensure that the remuneration of the members of the Board of Directors, senior management and other employees is aligned with the Company’s ethical values, internal balance and strategic objectives.
Share option schemes or performance-based payment plans shall not be applied to independent members of the Board of Directors. The remuneration of independent Board members shall be determined at a level that preserves their independence.
3. Performance and Remuneration
3.1. Fixed Remuneration
Fixed remuneration shall be determined based on the scope of duties and responsibilities, taking into account the qualifications, experience and competencies required for each position.
3.2. Remuneration Principles
The remuneration of the members of the Board of Directors, senior management and other employees shall not be determined solely on the basis of the Company’s short-term performance indicators, such as profit or revenue.
Members serving on committees established within the Board of Directors may receive additional remuneration in consideration of the duties and responsibilities they undertake. Such remuneration shall be determined with due regard to the Company’s ethical values, internal balance and strategic objectives.
The remuneration of the members of the Board of Directors shall be subject to the approval of the General Assembly.
Performance-based payments may be made to members of the Board of Directors and senior management. Such payments shall, however, be based on objective and measurable criteria and structured in a manner that supports the Company’s corporate values.
Job descriptions, allocation of duties and the criteria for performance-based remuneration of employees shall be determined by senior management. These criteria shall be reviewed regularly in line with established standards and the specific responsibilities of each position.
Performance-based remuneration shall not be guaranteed in advance. Such payments may, where appropriate, be made in installments, taking into account the maturity of the risks assumed.
Performance-based remuneration shall be determined by taking into consideration employees’ performance during the previous performance evaluation period.
The ultimate authority and responsibility for the effective implementation of this Remuneration Policy rests with the Board of Directors. Senior management shall be responsible to the Board of Directors for ensuring that the Company’s remuneration practices are implemented effectively in accordance with the applicable legislation and this Policy.
Compliance with the applicable legislation shall be fundamental in the implementation of this Policy.
4. Effectiveness
Any amendments or updates to this Policy arising from changes in applicable legislation or changing circumstances shall enter into force upon the approval of the Board of Directors.
TSKB REAL ESTATE INVESTMENT TRUST INC.
DONATION AND CHARITABLE CONTRIBUTION POLICY
Purpose
The purpose of this Policy is to establish the principles and procedures governing the donations and charitable contributions to be made by TSKB Real Estate Investment Trust Inc. (“TSKB REIT” or the “Company”) in line with its corporate social responsibility approach, with the aim of contributing to the public interest and supporting the fulfilment of societal needs, in accordance with the provisions of Capital Markets Law No. 6362.
Scope
This Policy covers all cash and in-kind donations and charitable contributions that may be made by the Company.
Definitions
“Donation and charitable contribution” refers to cash or in-kind transfers made by the Company to real or legal third parties in line with the purposes determined by the Company, without expecting any consideration or, although no measurable consideration exists, taking into account the foreseeable benefits to be obtained by the Company and/or society.
Principles Governing Donations and Charitable Contributions
Provided that they do not interfere with the Company’s purpose and field of activity, the Company may make donations and charitable contributions within the scope of its corporate social responsibility approach in areas such as education, healthcare, culture, law, arts, scientific research, environmental protection, sports, and other similar social fields.
The Company carries out all donations and charitable contributions in accordance with its mission, policies, and ethical principles. Within this framework, it may make cash or in-kind donations and charitable contributions to institutions, foundations, associations, and other public and private sector organizations established for various purposes.
As a principle, donations and charitable contributions should qualify as deductible expenses or tax-deductible donations for the determination of the corporate tax base. The total amount of donations and charitable contributions that do not qualify as deductible expenses or tax deductions for corporate tax purposes may not exceed one-half of the annual amount of donations and charitable contributions.
Pursuant to Article 19 of Capital Markets Law No. 6362, the upper limit for donations and charitable contributions shall be determined by the General Assembly. No donations or charitable contributions may be made in excess of the approved upper limit.
Pursuant to Article 5 of the Company’s Articles of Association, donations and charitable contributions may not constitute a violation of the Capital Markets Board’s regulations regarding the transfer of disguised profits and shall be added to the distributable profit base. Furthermore, donations and charitable contributions that may undermine the principle of protecting shareholders’ rights shall be avoided.
In accordance with Principle 1.3.10 of the Corporate Governance Communiqué (II-17.1) issued by the Capital Markets Board and other applicable legislation, as well as this Donation and Charitable Contribution Policy, the total amount and beneficiaries of all donations and charitable contributions made during each accounting period, together with any amendments to this Policy, shall be submitted to the information of the shareholders as a separate agenda item at the relevant Ordinary General Assembly Meeting and disclosed to the public in the annual report.
The principles and procedures regarding the implementation of this Policy are set forth in the Donation Regulation approved by the Board of Directors.
Effectiveness
This Donation and Charitable Contribution Policy shall enter into force on the date of its approval by the Board of Directors.
