Remuneration Policy

PURPOSE:

According to the arrangements, obligations and principles of Capital Markets Regulations and Corporate Management Principles of Capital Markets Board, the purpose is to maintain compliance to corporate management principles of the Company by the Board of Directors, to put wage policy into writing and maintain its implementation and audit regarding remuneration principles of members of board of directors and senior managers according to the remuneration principles determined in order to sustain trust and transparency.

RESPONSIBILITY:

AKSA ENERJİ ÜRETİM A.Ş. "Corporate Governance Committee" is responsible from the wages policy and its implementation on behalf of Board of Directors.

Kazancı Holding Human Resources Directorship is responsible from carrying out daily application according to Company's remuneration policies.

BASIC PRINCIPLES:

The remuneration principles of Board of Directors and Senior Managers are put into writing and submitted to the knowledge of partners as a separate article in the general assembly so that shareholders can express their opinion.

The wage policy issued is available on the company website.

Share certificate options or payment plans based on company performance cannot be used as means of paying the independent board members. The wages of independent board members should be in an amount that will not affect their independence.

The company cannot loan money, extend credit, prolong the time for loans and credits given, improve their conditions, extend credit under personal credits via third parties or guarantee securities to any member of board of directors or senior managers according to its wages policy.

REMUNERATION POLICIES:

Company remuneration policies cover policies regarding remuneration of senior managers and personnel in compliance with long term objectives and risk managements of the Company in a way to construct a healthy financial structure and to prevent extreme risks.

The main purpose of remuneration policy is not to include any incentives that will harm the interest of the partners and personnel, not to have a ratio that will pose any risk to equity capital and annual financial statement of the Company and to be fair, measurable and comparable.

In suggestions regarding remuneration principles of board members and senior managers, besides legal regulations, Company's current financial situation, objectives and prospective revenues are also considered.

Traditionally, the principle of giving equal amount of wage to equal amount of performance is adopted. Balance among the wages is aimed by considering the properties of the work including its significance, challenge and responsibility, risks.

Objectively, giving salary to everyone to degree one deserves without any favorizm and disturbance is aimed.

Suggestion regarding remuneration principles of board members and senior managers are determined considering long term objectives of the company.

Criteria that may be used in remuneration in connection with the performance of the company and the member are determined.

Considering the degree of attaining the criteria, suggestions regarding salaries to be paid to board members and senior managers are submitted to the Board of Directors.

The Committee shall consider legal regulations as well as the current financial situation of the Company, its objectives and prospective revenues in their resolutions.

WAGES:

There are two types of wages: fixed and flexible.

Fixed Wages: Wages that will be paid to Board Members and Senior Management must comply with the internal balance, strategical objectives and ethical values of the Company. The fixed wages are determined according to the content of the duty and its responsibilities and the wage is calculated considering the terms and experience required for each position. Without being dependent to performance such as profit or revenues, they are paid in cash in fixed amounts in specific periods of the year regularly and continuously. These wages are determined according to arm's length principle or market practices. However, Company's financial situation is also considered.

 

Flexible Wages: They are any cash, non-cash payments based on performance such as premiums, bonuses, commissions other than fixed wages. Flexible wages are determined considering the current potential risks, capital and liquidity and the possibility and time of prospective revenue realization in a way that will not affect the equity capital.

Wages of Board Members and Senior Managers cannot be related to short term performance of the Company such as profit or revenue. The members of Committees formed by Board Members can be paid considering the responsibilities taken. Mentioned wages should be in compliance with the ethical values, internal balance and strategical objectives of the Company.

Executive Board Members and Senior Managers can be paid according to the Company's performance and these incentive payments should affect the corporate values of the Company in a positive way.

Flexible wages cannot be guaranteed by the Company Management.

CHANGE IN POLICY:

Wages Policy is updated at least once a year in order to increase motivation and loyalty if deemed necessary depending on the changes in the work processes and increasing risks in the industry to support Company objectives and strategies by Corporate Management Committee and submitted to the shareholder’s knowledge in the General Assembly. It is also published in the Company website.