Nomination Policy
1. FOUNDATION
This policy regulates the working principles of the Nomination Committee established within the scope of the Corporate Governance Communiqué No. II-17.1 published by the Capital Markets Board. The Committee was established by Board of Directors of Türkiye Hayat Emeklilik A.Ş. on 26.09.2024 with the decision number of 69.
2. PURPOSE
The Nomination Committee is responsible for establishing policies and strategies to identify and evaluate the suitable candidates for Board membership and senior management positions and to execute these processes transparently and effectively.
3. COMMITTEE STRUCTURE
The Committee consists of at least two members appointed by the Board of Directors of Türkiye Hayat Emeklilik A.Ş. In case there are two members, both members, and in case there are more than two members, the majority of the members are elected from the non-executive members of the Board of Directors.
The Chairman of the Committee is elected among the independent members of the Board of Directors.
If deemed necessary, specialised persons who are not members of the Board of Directors may serve in the Committee; however, the majority of the members have to consist of members of the Board of Directors.
Company executives may be invited to the Committee meetings when necessary and their opinions may be sought.
The resource and support requirements of the Committee are provided by the Board of Directors.
4. DUTIES AND AUTHORISATIONS
The Nomination Committee takes advisory decisions to the Board of Directors and fulfils the following duties:
It determines suitable candidates for the Board of Directors and executive positions with administrative responsibility, carries out the evaluation process and establishes the policies for these processes.
Evaluates the structure and effectiveness of the Board of Directors and submits proposals for changes to the Board of Directors.
Evaluates and reports the candidate proposals for independent Board membership in terms of compliance with the independence criteria.
It monitors the establishment and implementation of the remuneration policies of the members of the Board of Directors and senior executives.
It submits Remuneration policies to the Board of Directors and evaluates whether the remuneration criteria are fulfilled.
5. MEETINGS
The Committee meets as often as deemed necessary, at least twice a year.
Meetings are held at the place and time determined by the Committee Chairman.
The meeting and decision quorum is the absolute majority of the number of Committee members. In committees with two members, the meeting and decision quorum is provided with the participation of both members.
The decisions taken by the Committee are advisory and become effective upon the approval of the Board of Directors.
6. SECRETARIAT
It is carried out by the Corporate Governance and Payroll Personnel Department.
Meeting record are prepared and archived fort he information of the Committee Members.
Meeting records include the date of the meeting, agenda, topics discussed and decisions taken.
7. ENFORCEMENT
This policy was approved by the Board of Directors of Türkiye Hayat Emeklilik A.Ş. on 26.09.2024 with the decision number of 69 and entered into force. When necessary, the policy may be amended by the decision of the Board of Directors.