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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 efforts 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 stipulates:
- For at least one-third of the Board of Directors to be independent members;
- The establishment of Board of Directors Committees, the specification of their duties and responsibilities and their organization,
- The regulation of the principles governing the Executive Committee (Executive Board),
- Board members’ transactions with or in competition with the Company be contingent upon a ¾ majority ratification by the General Assembly,
- Specification of minority shares as 5%,
Additionally, the Board of Directors on March 22, 2010 decided to amend Articles 9, 10, 13, 20, 21, 26, 29 and Temporary Article 1 of the Articles of Association, in order to adapt to updates in the Capital Markets Law. Accordingly, the issue will be brought to the attention of shareholders in the first General Assembly Meeting following the obtainment of the necessary legal permission.
Hürriyet Gazetecilik has a deep-seated corporate culture, such that an evaluation of managerial practices by independent organizations became the order of the day. The world’s leading corporate governance rating company, ISS Corporate Services Inc. (RiskMetrics Group), evaluated Hürriyet’s corporate governance practices according to 530 criteria. ISS revised Hürriyet’s corporate governance rating on September 24, 2009 and confirmed it as 8.5 out of 10 (84.31%). ISS granted a high rating of 9.13 out of 10 to Hürriyet’s practices in the “public disclosure and transparency” subcategory.
Consequently, the Company preserved its place in the Corporate Governance Index of the ISE.
Corporate Governance Rating and Corporate Governance Compliance Reports can be accessed via www.hurriyetkurumsal.com.
In the accounting period ending on December 31, 2009, Company management analyzed in detail the issues in which the Company does not comply with the Principles and came to the conclusion that these issues do not lead to a significant conflict of interest.
| Vuslat Doğan Sabancı |
Ahmet Toksoy |
| Deputy Chairman |
Board Member |
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