Powers and Responsibilities of Board Members and Executives
1. The duties and responsibilities of Board Members and executives are stated in the Company's Articles of Association, in a manner that is consistent with their functions and clearly defined and separated from the duties and responsibilities of the General Meeting of Shareholders.
2. The agenda of the Board of the Directors meeting prepared by the CEO is submitted by the Secretariat of the Board of Directors to all Board Members at least one week before the date of the meeting and is revised in accordance with the suggestions of Board Members. As a rule, the Board of Directors convenes upon the invitation of either the Chairman or the Deputy Chairman. The Board of Directors must also be invited to a meeting upon the joint request of at least three members.
Any internal auditor or minority shareholder may invite the Board to a meeting, by determining its agenda in advance. In this case, the Chairman of the Board of Directors evaluates the emergency of the matter specified in the request. Eventually, the Chairman may either call for a meeting immediately or decide to postpone the discussion of the matter until the next ordinary meeting of the Board of Directors, assuming the responsibility of this decision and explaining its reasons.
Except for situations that require emergency meetings, meeting calls must be made at least seven days before the meeting date and shall also include the agenda of the meeting and all documents and information on agenda items.
3. If there are dissenting opinions and negative votes, the reasons of the negative votes are entered into the minutes of the meeting. In 2007, no material disclosures were made due to the absence of dissenting opinions and negative votes.
4. Personal presence of all members at board meetings is ensured for decisions on matters that require personal presence as per the Corporate Governance Principles of the Capital Markets Board.
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