Independent Board Policy
PURPOSE AND SCOPE
This policy sets out the principles and criteria for determining the independent members of the Board of Directors. It ensures compliance with the highest corporate governance standards and supports an independent decision-making process for the benefit of Türkiye Hayat Emeklilik and its stakeholders.
1. ASSESSMENT OF INDEPENDENCE
Board of Directors will evaluate the independence of its members according to the following criteria.
An independent member is a person who does not have any significant relationship with Türkiye Hayat Emeklilik that may affect his/her judgement or objectivity.
Members should not have held an executive position in Türkiye Hayat Emeklilik within the last three years.
Members should not have any significant financial relationship with organisations that have a material business relationship with Türkiye Hayat Emeklilik or should not have close personal relationships with these organisations.
The Board of Directors will review the independence status of each member annually and any potential conflicts or changes in status must be reported immediately.
2. INDEPENDENCE CRITERIA
The Board of Directors shall consider the following factors when assesing the independence of a member:
Whether the member has held an executive position in Türkiye Hayat Emeklilik within the last three years or recieved a significant financial compensation.
Whether the member has close personal or business relations with senior executives or major shareholders of Türkiye Hayat Emeklilik.
If the member has served on the Board of Directors for a long period of time, whether his/her independence is affected.
It will also be taken into account whether the member is involved in material transactions with Türkiye Hayat Emeklilik.
3. DESCRIPTION
The Board of Directors will disclose the independence status of each member in the annual report of Türkiye Hayat Emeklilik and specify the criteria used in the assesment. Any relationship that may affect a member’s independence will be clearly stated and if a member has a reason to remain independent, this reason will be explained.
4. ADDITIONAL CONSIDERATIONS
Independent members shall not accept consultancy or advisory fees from Türkiye Hayat Emeklilik or its subsidiaries and shall recieve compensation only as a member of the Board of Directors or a committee. In addition, independent members should not have any financial interest that may affect their decisions or cause a conflict of interest.
5. REVIEW AND REASSESSMENT
The independence status of the members of the Board of Directors will be re-evaluated regularly, especially if any material change occurs. Any change in the independence status of a member must be immediately reported to the Board of Directors and this change will be disclosed in accordance with the governance policies of Türkiye Hayat Emeklilik.