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| Corporate Governance |
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2008 Report on Compliance with Corparate Governance Principles
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1. Declaration of Compliance with the Corporate Governance Principles Following the publication of the CMB Corporate Governance Principles in 2003, Hürriyet continued its eforts to comply with the Principles and developed its organization accordingly. Hürriyet is, therefore, among the companies to align their Articles of Associations with the CMB Corporate Governance Principles. In essence, the Amendments in the Articles of Association stipulated; » For at least one-third the Board of Directors to be independent members; the establishment of Board of Directors Committees, the specifcation of their duty and responsibilities, and their organization, » The regulation of the Executive Committee (Executive Board), » Board Members’ transactions with or in competition to the Company be contingent upon a ¾ majority ratifcation by the general assembly, » Submission of decisions above a certain value on purchase/sales, leasing/renting of assets, making donations or grants, provision of sureties or guarantees in the interest of third parties to the approval of the General Assembly, » Specifcation of minority shares as 5%, » And provision of information on compliance to Corporate Governance Principles in the annual report. With an established culture of corporation going back decades, the idea emerged in recent times for Hürriyet to have its practices audited by independent organizations, and the world’s leading corporate governance rating company ISS Corporate Services Inc. (RiskMetrics Group) revised the corporate governance rating score of Hürriyet from 8.0 to 8.5 over 10. ISS also assigned a very high rating, 9.0 over out of 10, for Hürriyet’s practices in the “public disclosure and transparency” subcategory. The common conviction around the world concerning media companies is known to suggest a failure in fulflling expectations in corporate governance practices and apathy concerning developments in the feld. Contrary to this widespread depiction, Hürriyet was assigned a high corporate governance rating, and to the best of our knowledge, became the frst print media company in the world to announce its national corporate governance rating assigned in a rating survey held over a scale of 10 by the world’s most prestigious rating agency. The Company is also listed on the Istanbul Stock Exchange (ISE) Corporate Governance Index. The Corporate Governance Rating and Corporate Governance Compliance Reports are available on the Company’s website (www.hurriyetkurumsal.com). During the operation period ending on December 31, 2008, the Company closely scrutinized areas where full compliance with CMB principles was not achieved, and did not consider these defciencies likely to cause any major conficts of interest.
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