Board of Directors Policy
RESPONSIBILITIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
Board of Directors of Türkiye Sigorta is responsible for the management and supervision of the Company and fulfills the following responsibilities and authorities in accordance with the Turkish Commercial Code and related legislation:
To establish the Company’s vision, approve local and international business strategies, set short and long term goals.
To approve the Company’a annual budget, business plans and amendments of these plans.
To regularly audit the strategic and financial performance of the Company and to ensure that corrective measures taken when it is necessary.
To control and approve significant expenditures that are not included in the Company’s annual activity plan.
In accordance with the legislation, to approve the quarterly financial results, auditor's reports and changes in the Company's accounting principles and significant changes in the method and timing of financial reporting.
To supervise the preparation of the Company's annual report and to approve the final version of the report that are submitted to the General Assembly.
To ensure that the Company’s important decisions and strategic steps which are in compliance with the legislation and to carry out risk management.
To ensure the sustainability of the Company’s operations and the creation of long-term value for its shareholders.
To ensure that the General Assembly processes are carried out transparently and in compliance with the legislation
To manage and represent the company by keeping the risk, growth and return balance of the company at the most appropriate level with the strategic decisions it will take, and by considering primarily the long-term interests of the company with a rational and prudent risk management approach.
To determine the labor force and financial resources that the Company will need.
To give instructions regarding the management of the Company at the senior level.
To determine the company's management organization.
To establish the necessary organization for accounting, financial auditing and financial planning to the extent required by the management of the company.
To appoint and dismiss managers and persons with the same function, except for branch managers.
To supervise whether the persons in charge of management act in compliance with the laws, articles of association, internal directives and written instructions of the board of directors.
To keep the share, board of directors' resolution and general assembly meeting and negotiation books, to prepare and submit the annual report and corporate governance statement to the general assembly, to prepare the general assembly meetings and to execute the resolutions of the general assembly.
To notify the court in case of insolvency.
Business relations at Türkiye Sigorta are conducted under the guidance and instructions of the Board of Directors, that is responsible to the shareholders and represents them. The working principles of the Board of Directors of our Company are attached.
At Türkiye Sigorta, the Board of Directors is structured to ensure effective governance, strategic oversight and value creation for all stakeholders. Our Board size policy is determined in accordance with international best practices, corporate governance principles and the legal framework governing publicly traded companies in Türkiye.
Optimal Board Structure for Effective Governance
Türkiye Sigorta ensures that the Board of Directors is composed in a balanced manner, and thus ensures diversity in terms of expertise, independence and sectoral knowledge. The size of the Board of Directors is determined in line with the following basic principles:
Strategic Control & Decision Making Efficiency: The Board is structured to ensure effective and timely decision-making while maintaining a broad range of expertise.
Regulatory Compliance & Best Practices: The Company complies with the Capital Markets Board (CMB) Corporate Governance Principles and Borsa Istanbul (BIST) listing requirements, ensuring full compliance with national and global governance standards.
Diversity & Expertise: The Board of Directors is composed of professionals with extensive experience in insurance, finance, risk management, sustainability and technology, ensuring that strategic decisions are made in an informed manner.
Independent & Non Executive Board Representation
Türkiye Sigorta ensures a high level of independent representation on the Board of Directors in order to maintain objectivity and shareholder interests. In line with corporate governance principles:
Independent members play a critical role in risk management, audit and sustainability oversight.
Non-executive directors provide strategic insights while ensuring that management decisions are aligned with long-term corporate goals.
Commitment to Board Diversity & Inclusion
Türkiye Sigorta is committed to increasing gender and professional diversity in the Board of Directors. As a signatory of the United Nations Women's Empowerment Principles (UNWEP), it actively supports achieving gender balance in leadership and at board level.
Board Size Review & Compliance Capability
The Board of Directors periodically reviews its size and composition to ensure that it is in line with Türkiye Sigorta's changing business strategy, market dynamics and shareholder expectations. Necessary adjustments are made to enhance governance effectiveness and long-term sustainability.
Strong and Effective Corporate Governance
Thanks to a balanced, diverse and independent Board of Directors, Türkiye Sigorta reinforces its leading position in the insurance industry by providing strategic flexibility, operational resilience and strong corporate governance.
Business operations at Türkiye Sigorta are carried out under the guidance and direction of the Board of Directors, which represents and is accountable to shareholders. The operating principles of the Board of Directors are detailed in the appendix to this document.
The operations and management of the Company are carried out within the framework of the Turkish Commercial Code, Capital Markets Legislation, Insurance Legislation and other relevant regulations by a Board of Directors consisting of at least 5 (five) members with the General Manager as a natural member or as his/her deputy or representative. The members of the Board of Directors are elected by the General Assembly.
Enforcement
This policy was approved by the Board of Directors of Türkiye Sigorta A.Ş. on 03.03.2025 with decision number 18 and entered into force. When necessary, the policy may be amended by the decision of the Board of Directors.