2016

TurkeyBoard Index

spencer stuart29

Bist 30 cOmpany BOard data

about spenCer stuart

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turkey board index 2016 1

Contents

1 Contents

2 Foreword

3 gender diversity in the boardroom

6 highlights

8 our survey approaCh

9 board size and Composition

14 board governanCe

16 remuneration

17 data tables

18 international Comparison

24 bist 30 Company board data

30 board governanCe trends: a global view

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Foreword

The Spencer Stuart Board Index is an annual study that analyses aspects of board governance among major listed companies, including composition, committees and remuneration. First published 30 years ago in the US, there are now editions in 18 countries around the world, including 12 in Europe.

In 2014, we released the first Turkey Board Index, which focused on the companies that comprise the BIST 30 Index. This third edition updates our analysis of BIST 30 companies based on data available for the most recent fiscal year.

Our purpose is to provide business leaders with a snapshot of current practice on Turkish boards. In addition to data for each BIST company, we have again published a detailed chart showing how the BIST 30 Index compares with leading companies in the US and other European markets on a key range of governance measures.

We hope that you will find the 2016 edition of the Turkey Board Index an interest-ing read. We welcome your feedback and the opportunity to discuss any of the issues that arise from our research.

Spencer Stuart Turkey

turkey board index 2016 3

in the spotlight

Gender diversity in the boardroom

Boardroom diversity is receiving more and public attention and has increasingly become the subject of political and regulatory intervention around the world. Regardless of the mechanics used to achieve the result, there is an unstoppable momentum now in favour of greater diversity of thought and experience on boards.

In our experience, the best led businesses have plans to improve their diversity over time rather than wait for legislation; they do so on the basis that diversity is good for business.

Considerable progress has been made, particularly among outside directors, although progress is much slower among executive directors. To address this will require more than imaginative lists of candidates drawn from wider pools; it will need a re-engineering of corporate HR practices, business priorities and ways of working. Executives with high potential need to be aware of and made ready for board positions early in their careers.

Governments in a number of European countries have opted to introduce quotas as the best way to improve the representation of women on boards. Quotas can help achieve numerical objectives relatively quickly, as in the case of Norway and France, but quotas can also have unintended consequences, with senior female executives opting to leave their executive careers to become ‘plural’ non-execu-tives. Also, few women like to think that the principal reason they are being ap-pointed to a board may be because of their gender.

A number of governments prefer to set targets for listed companies and these can also have a positive effect, For example, in the UK, the target set for FTSE 100 companies was for 25% female representation by 2015. That target was reached as a result of moral rather than legislative pressure and with the help of signifi-cant publicity from government and the media. Since then the target has been increased to 33% by 2020 and now covers all FTSE 350 boards.

A list of European countries where targets or quotas are in place follows.

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in the spotlight

Gender quotas by country

Country Quota (target) Requirement Deadline

Austria (35%)

Only companies in which state-ownership is over 50% have to comply. However, the 2012 code of corporate governance recommends that companies report on the measures taken to promote women to the management board, supervisory board and top management positions

2018

Belgium 33%One-third of board members have to be “of a different sex from the other members”

2017

Czech Republic No targets or quotas

Denmark The 1,100 largest Danish companies are required by law to define their own target of “the under-represented gender”. They have to report on progress in their annual reports

In force

Finland 50%Only state-owned companies have to comply with the law that states that men and women must be equally represented on a board of elected representatives unless there are special reasons to the contrary

In force

France 40%All listed companies and non-listed companies with at least 500 workers and with revenues over €50 million. If companies do not comply their board elections may be nullified

2017

Germany 30%

The quota is binding for non-executive positions. In the case of non-compliance, seats allocated to the “underrepresented gender” are counted as as empty. There is also a target for executive directors, although this is not a binding quota. Companies are expected to set their own goals and report on these goals

In force

Greece 33%The quota applies only to the state-appointed portion of full or partially state-owned company boards

In force

Iceland 40%The quota applies to both private and public companies with more than 50 employees

In force

Ireland 40% Only state-owned companies have to comply In force

Italy 33%The quota is for quoted and state-owned companies that have at least three members on their board. If companies do not comply they will receive a warning followed by fines

In force

Netherlands (30%)Large companies should aim to have at least 30% of their board seats held by women. If they do not reach this percentage they have to explain the reasons in their annual report. There are no sanctions

2019

Norway 40%Listed and non-listed public limited companies, state, municipal and co-operative companies

2007 (ongoing)

turkey board index 2016 5

Gender quotas by country

Country Quota (target) Requirement Deadline

Poland (30%)The target applies to publicly listed companies in which the state has shares, or to other key companies

In force

Portugal No targets or quotas

Spain 40%There is a law recommending 40% female representation, but there are no sanctions

In force

Sweden No targets or quotas

Switzerland (30%) Women should occupy 30% of board seats and 20% of top management positions. In force

UK (33%) The target applies to the boards of FTSE 350 companies and to the executive committees and their direct reports for the FTSE 100 only.Companies are asked to develop a strategy to achieve this goal and to report on progress.

2020

European Union (40%)The target set by the European Commission refers to the under-represented sex among non-executive directors of companies listed on stock exchanges in member states

2020

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HigHligHts

Highlights

women on boardsThe number of women serving on Turkish boards increased from 9.5% to 11.7% in 2016, although gender diversity still lags behind many of their European counterparts. Only Russia has fewer women on boards at 7.2%. Boards in Norway (44%), France (39%) and Sweden (36%) continue to have the highest proportion of female directors. There are three female chairs leading BIST 30 boards, a higher proportion than is generally found in other European markets. See page 10.

independenCe31% of all board directors on BIST 30 boards are independent — a slight decrease from 33% in the previous year. 34% of non-executive directors are deemed to be independent. The proportion of independent directors on Turkish boards remains one of the lowest in Europe. See page 10.

board meetingsSeven companies within the BIST 30 do not dis-close the number of meetings held by the board of directors. Of those that do, the average number of meetings is 17.9, a decrease from 20 in the previ-ous year, although given the differences in report-ing this data, such as ‘meetings vs. decisions made’, it is difficult to get a truly accurate figure. See page 14.

11.7 %The proportion of board members who are women

31%The proportion of directors on BIST 30 boards who are

independent

17.9 The average number of board meetings

turkey board index 2016 7

international diversityTurkish boards are among the least internationally diverse in Europe, ahead of Italy (9.2% foreign direc-tors) and just behind Spain (18.2%). By contrast, Swiss boards have the highest proportion of foreign directors (61.8%), followed by Norway and the Netherlands at 41% and 40% respectively. Petkim and Turk Telekom both have foreign chairmen; the latter also has a foreign CEO, although he does not sit on the board. See page 11.

16.3 The proportion of

foreign non-executive directors on BIST 30

company boards

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Our survey apprOacH

Our survey approach

The 2016 Turkey Board Index is a survey of the 30 largest companies by market capitalisation listed on the BIST exchange on 30 April 2016.

We analysed board size and composition, committee structure and director compensation for the 2015 financial year. The cut-off date for board membership data was 30 September 2016.

The 2016 Turkey Board Index focuses on quantifiable data pertaining to boards of directors and offers comparisons with leading companies in a number of other European countries, namely Belgium, France, Germany, Italy, The Netherlands, the Nordics, Russia, Spain, Switzerland and the UK, as well as with S&P 500 companies in the USA.

turkey board index 2016 9

Board size and composition

board sizeThe average number of directors on a BIST 30 board is 10, a slight increase from 9.8 in the previous year. The most common number of directors on a board is nine. The largest board is Koç Holding which has increased in size from 15 to 17 mem-bers. The two smallest boards are ENKA and Soda Sanayii, each with five directors.

Across the European countries studied in our sample, the average number of directors is 10.5, slightly down on last year’s figure of 10.8. The table below shows the figures across the region. Whereas in 2015 average board sizes across Europe ranged from 7.9 to 16.2, in 2016 the range is 8.2 to 14.1. In both years the small-est boards were in Finland and the largest in Germany (including employee representatives).

THE BROADER VIEW: Average board size

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Average board members 10 10 8.2 13.9 14.1 11.6 9.2 8.5 10.1 10.8 9.9 10.5 10.2 10.8

the roles oF Chairman and ChieF eXeCutiveAs in many countries, the roles of chairman and chief executive officer are com-monly split in Turkish companies. Only two companies combine the role: BIM and Tekfen. However, the combined role still exists in listed companies in Spain (66%), France (55%) and Italy (18%). Interestingly, Spain has seen an increase in the proportion of companies where the chairman and CEO roles are combined (from 57% to 66%), while France has seen a drop in the last year from 62.5% to 55%.

Three other companies, however, do combine the role of vice chairman and chief executive officer, while 30% of companies in the BIST 30 do not give the CEO a seat on the board.

Only one company in the BIST 30, Turkcell, does not have a designated vice chairman on the board.

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independenCe31.7% of all board directors in BIST 30 companies are deemed to be independent, a slight decrease from 33% in the previous year. 34% of non-executive directors are independent.

Seven company boards comprise only non-executives, while 16 companies have one executive director (CEO) on the board. Four companies have two executive directors on the board, two companies have three executives on the board, and one company, Akbank, has four executives serving on the board.

The proportion of independent directors on Turkish boards remains among the lowest in Europe behind Russia (34%), Spain (43%) and Belgium (45%). By contrast, independent directors account for 88% of all board members in Switzerland, with Finland and Norway close behind at 80% and 83% respectively.

THE BROADER VIEW: Independent directors

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Independent director % 31.7% 66.3% 83.1% 69% 60% 50.1% 60% 79.6% 32% 43% 63.7% 88% 61.1% 84%

women on boardsThe proportion of female board members in Turkey has increased from 9.5% last year to 11.7%.

The number of companies with at least one women on the board has risen from 17 to 18 (60% of companies), but this still leaves 12 boards without a single female director. BIST 30 boards have the second lowest proportion of women in Europe, just ahead of Russia. Conversely, three companies have a female chairman. One company, Doğan Şirketler Grubu, has a majority of female board directors.

turkey board index 2016 11

The percentage of female executive directors sitting on Turkish boards is very slightly higher at 11.8%.

Turkish companies lag behind their European counterparts when it comes to gender diversity on boards, joining Russia (7.2%), Spain (16%) and the Netherlands (20%) at the lower end of the spectrum. The Nordic countries con-tinue to lead the way on female representation on boards, although as a result of recent legislation, French boards have rapidly increased their gender diversity with women now occupying 39% of all board seats, just behind Norway.

THE BROADER VIEW: Women on the board

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Proportion of women 11.7% 25.7% 29.9% 38.8% 26.4% 26.4% 20% 44.1% 7% 16% 36% 20.5% 24.4% 21.3%

Foreign direCtorsThe proportion of foreign non-executive directors on Turkish boards has in-creased slightly from 14% in 2015 to 16.2% in 2016, a figure similar to that seen in Spain.

8.8% of executive directors on Turkish boards are foreign, a higher proportion than in Italy and Spain.

The average number of foreign nationalities represented on BIST 30 boards re-mains at 1.9, making Turkish boards among the most homogenous in Europe.

Swiss companies remain the most internationally diverse in Europe with an average of 6.1 nationalities per board; France (4.8) and the Netherlands (3.7) are just behind.

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BOard size and cOmpOsitiOn

Nineteen companies (63%) have only Turkish directors, three companies have four foreign directors, two companies have five foreign directors, two have six foreign directors and one company, Yapı Kredi Bankası, has seven foreign directors.

THE BROADER VIEW: Foreign directors Tu

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Foreign director %s 16.2% 38.9% 41.0% 35% 23% 9.4% 36% 29% 43.8% 15.3% 25.2% 60.0% 33.1% 8.1%

new direCtorsA total of 59 new directors were appointed to the boards of BIST 30 companies during the 12-month period covered by our research (55 non-executives and four executives). 16.9% of these new directors were female and 20.7% were foreign. New directors accounted for 20.7% of non-executives and 19.7% of all directors in BIST 30 companies.

At 19.7%, Turkish companies had a higher proportion of new board directors appointed during the last year than any other European country. In both Spain and the UK, for example, newly appointed directors accounted for 15% of all directors.

age oF direCtorsThe average age of BIST30 non-executive directors is 59.3 years, an increase from 57.6 years last year and a similar figure to that seen in Italy and the Netherlands. Directors on Swiss boards are the oldest in Europe with an average age of 62.1 years.

The Emlak board has the lowest average age (47.6) and Kardemir has the highest (62.9).

The 34 executive directors serving on BIST 30 boards have an average age of 56.4 years.

turkey board index 2016 13

Chairmen of BIST 30 companies have an average age of 58.9, the second young-est in the region after Russia (57.1) and a slight increase from 57.6 years in 2015. The oldest chairman leads the board of Kardemir and is 88 years old, while the youngest chair is female and 40-years old at Doğan Şirketler Grubu.

The average age of CEOs serving on BIST 30 boards is 56.9 years, up from 54.7 years in the previous year.

THE BROADER VIEW: Average age of non-executive directors

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Non-executive average age

59.3 58 58.1 58.6 60.7 58.8 59.4 55.5 53.6 59.6 57.6 61.1 57.8 63

length oF serviCeThe average tenure of non-executive directors on BIST 30 boards, excluding chair-men, is 5.0 years, almost unchanged from 4.9 years in 2015.

For chairmen, the average tenure is 5.8 years, much reduced from last year’s figure of 8.3 years. Five chairmen were appointed to the role within the past year. Three chairman have served in their position for 15 years or more: Enka (22 years), Garanti Bank (15 years) and Ülker (16 years).

The tenure of CEOs sitting on BIST 30 boards is 4.4 years.

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BOard gOvernance

Board governance

board meetingsThe average number of board meetings held by Turkish companies in 2016 was 18, a reduction from 20 in the previous year but still the highest in Europe. Disclosure around the number of meetings remains somewhat opaque; some companies choose only to disclose the number of decisions made, not the num-ber of meetings held to arrive at those decisions.

Two companies held five meetings throughout the year, while THY held the most meetings at 51, with 251 decisions made.

THE BROADER VIEW: Average number of board meetings

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Board meetings/year 18 8.6 12.2 9 6.7 11.6 11.6 10 6 11.3 9.2 11.1 7.7 8.4

board CommitteesBIST 30 boards have an average of 3.7 committees, similar to last year’s figure. The number of committees per company ranges from three to nine, although three is by far the most popular. The majority of boards have audit, risk and cor-porate governance committees.

Committees of BIST30 boards

Number of committees

3 4 5 9

Percentage of companies 63.3% 20% 13.3% 3.3%

turkey board index 2016 15

serviCe on other listed Company boardsThe average number of listed company boards on which a BIST 30 board director sits is two, a slight increase from 1.9 last year. Chairmen have an average of three listed company directorships.

The directors of Koç Holding sit on three boards on average, a decrease from 4.8 boards last year.

Of the 22 CEOs who sit on the boards of their own companies (some as chair-man and CEO) only four also sit on the board of an outside public company.

None of the directors who serve on the boards at BIM, Emlak Konut, ENKA, Garanti Bank, Halk Bank, THY and Ülker have an additional board seat in a listed business.

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remuneratiOn

Remuneration

As mentioned in previous editions of the Turkey Board Index, it is very difficult to report accurately on remuneration for board directors in Turkey. As there are currently no obligations for companies to disclose compensation details, levels of information vary greatly.

Only three companies declare levels of director compensation and these range from TRY 4700 to TRY 6,600 net per meeting.

Remuneration data for other European countries can be found in the internation-al comparison chart on page 20.

turkey board index 2016 17

Data tables

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International comparison

In this edition of the Turkey Board Index we provide two sets of tables.

In addition to the detailed company data for the BIST 30 (beginning on page 24), we are publishing a chart comparing aggregated data from 14 countries (pages 20–23).

All data is taken from individual country Board Indexes published by Spencer Stuart in 2016.

Composition information

BELGIUM BeL20 + BelMid

DENMARK OMX Copenhagen

FINLAND OMX Helsinki

FRANCE CAC40

GERMANY DAX30

ITALY 38 (FTSE MIB) + 62 (Mid Cap, Small Cap, Other)

NETHERLANDS AEX

NORWAY Oslo Stock Exchange

RUSSIA Top companies from Expert 400

SPAIN IBEX- 35 + top companies by market cap

SWEDEN OMX Stockholm

SWITZERLAND SMI

TURKEY BIST 30

UK FTSE 150

USA S&P 500

Denmark, Norway and Sweden’s top companies are analysed together in the Nordic Board Index

turkey board index 2016 19

Belgium1 15 companies did not disclose whether they

conducted a board evaluation. 2 The average of the sum of fixed fee plus

attendance fee multiplied by the number of board meetings for each company (where a chairman fee is paid)

3 Same formula as footnote 2, with the number of committee meetings replacing board meetings (excludes 13 companies for audit committee, 12 for remuneration and 19 for nomination)

Finland4 Excludes 35 directors whose nationality was not

disclosed5 Excludes nine directors whose nationality was not

disclosed6 Figures based on committee meeting fees

multiplied by the number of committee meetings7 Includes CEOs who do not sit on the board

France8 Non- executive chairmen only9 50% of remuneration and nomination committees

are merged

Germany10 The Germany Companies Act states that all

members of supervisory boards are considered independent

11 Average percentage of supervisory board members (excl. employee representatives) independent from a major shareholder

Netherlands 12 Includes meetings where only non- executive

directors are present13 Excludes combined chairman/CEO role on

executive board of two- tier boards14 Only includes non- executive directorships on the

boards of Dutch companies15 Excludes attendance fees

Norway 16 Excludes 28 directors whose nationality was not

disclosed17 Excludes five directors whose nationality was not

disclosed18 Independence status of 38 directors was not

disclosed 19 Includes CEOs who do not sit on the board

Russia 20 Based on 14 companies

Spain21 Top 50 companies only22 Includes both executives and non- executives23 Based on 13% of companies, all constituents of

the IBEX 35. Where remuneration and nomination committees are combined the average fee is €16’580

Sweden34 Excludes 41 directors whose nationality was not

disclosed25 Excludes 39 directors whose nationality was not

disclosed26 Excludes 14 directors whose nationality was not

disclosed27 Independence/dependence of 3 directors was not

disclosed 28 Includes CEOs who do not sit on the board

Switzerland29 Includes CEOs who do not sit on the board

UK30 Non- executive chairmen only31 Based on 78 companies in the FTSE100

international Comparison Footnotes GeneralN/A = Not applicableA blank cell denotes that either the information is not available or we did not include it our research.

International Comparison

turkey board index 2016spencer stuart20 21

BELGIUM DENMARK FRANCE GERMANY ITALY NETHERLANDS NORWAY RUSSIA SPAIN SWEDEN SWITZERLAND TURKEY UK USA

GEN

ERAL

INFO

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ION

Size of sample 54 25 40 67 100 50 25 45 100 50 20 30 150 482

Supervisory board/unitary board of directors

1/53 25/0 6/34 67/0 3/97 43/7 0/25 5/40 0/100 0/50 0/20 0/30 1/149 n/a

Average number of board meetings per year

8.6 8.6 9 6.7 11.6 11.612 10 6 11.3 9.2 11.1 18 7.7 8.4

% companies which conducted an external board evaluation

11.1%1 20% 23% 22.4% 29% 28% 12% 13% 21% 10% 5% - 42.7% 3%

Combined chairman and CEO 5.6% 0% 55% 0% 18% 2%13 0% 2.2% 66% 2% 0% 6.7% 0.7% 52%

% boards with senior independent director (SID)

0% 0% 43% n/a - 6% 0% 15.5% 56% 2% 0% n/a 99.3% 86%

% of boards with vice/deputy chairmen 22% 100% 68% - 40% 64% 52% 35.5% - 36% 30% 97% 0.7% -

BOAR

D

Average board size (total) 10.4 10 13.9 14.1 11.6 9.2 8.5 10.1 10.8 9.9 10.5 10 10.2 10.8

Average board size (excl. employee representatives)

10.3 7 12.4 7.7 n/a 9.1 6 n/a n/a 8 n/a n/a 10.1 n/a

Average number of independent board members

4.6 4.6 8.5 7.710 5.8 5.6 3.618 3.3 4.6 5.227 8.6 3.1 6.2 9.1

% independent board members 44.8% 66.3% 69% 60%11 50.1% 60% 79.6%18 32% 43% 63.7%27 88% 31.7% 61.1% 84%

Average number of non- executive directors 7.9 6 11 6.6 8.6 5.5 5 7 9 6.7 9.2 9.0 6.6 -

Average number of executive directors 1.5 0 1 n/a 2.6 2.8 0 1.5 1.8 0.6 0.3 - 2.5 -

AGE

Average age: all directors 57.5 58 58.6 n/a 58.8 59.4 55.5 53.6 59.6 57.6 61.1 58.5 57.8 -

Average age chairmen 62.5 62.2 60.2 66.6 64.5 66.1 60 57.1 62.521 62.8 62.7 58.9 63.7 -

Average age CEO 55 55 58 54.6 58.1 56.2 62.9 50.5 54.621 54.6 5529 54.5 53.8 57.2

Average age: non- executive directors 57.3 57.3 59 60.7 58.9 61.8 55.5 54 - 57.9 61.1 59.3 59.6 63

Average age: executive directors 54.9 n/a 59 53.1 58.4 53.7 n/a 50.1 - 54.5 61.4 52.1 52.8 -

FORE

IGN

% foreign board members (all) 31.8% 38.9% 35% n/a 9.4% 36% 29%16 43.8% 15.3% 25.2%24 60% 17% 33.1% 8.1%

% foreign non- executive directors 32.4% 39.1% 38% 23.1% 9.2% 40% 29%16 30.1% 18.2% 23.6%25 61.8% 16.2% 37.1% -

% foreign executive directors 34.6% n/a 15% n/a 3.9% 27% n/a 15% 5.1% 10% 50% 1% 22.4% -

Average number of nationalities represented on the board

3.2 3.4 4.8 2.4 1.8 3.7 2.1 3.2 - 2.6 6.1 1.9 3.3 -

GEN

DER

% female board directors (all) 27% 25.7% 38.8% n/a 26.4% 20% 44.1% 7% 16% 36% 20.5% 11.7% 24.4% 21.3%

% female chairmen 5.6% 0% 5% 4.5% 8% 2% 12% 0% 9.8% 4% 5% 10% 4% 4.1%

% female CEOs 6.8% 7.7% 2.5% 0% 4% 4% 0%19 0% 8.6% 8%28 0% - 4.9% 4.8%

% female non- executive directors 29.6% 25.7% 41% 26.4% 31.3% 26% 44.4% 7.9% 16.3% 38.2% 21.1% 9.2% 29.9% -

% female executive directors 12.3% n/a 2% n/a 11.5% 8% n/a 3% 15.3% 9.4% 0% 11.8% 8% -

% boards with at least one female director 98% 96% 100% 93% 99% 78% 100% 40% 83% 98% 95% 60% 98% 98.3%

NEW

MEM

BERS

% new board members 12.5% 10.9% 14% 16.9% 17% 13% 17.2% 17.7% 14.9% 19.1% 10.5% 19.7% 14.9% 6.6%

% women among new board members

45.7% 36.8% 51% 44.8% 41.6% 33% 42.3% 12.3% 23% 41.8% 31.8% - 28.8% 32%

% non- nationals among new board members

41.4% 36.8% 45% 20.9% 16.2% 36% 40.9%17 22.2% 23% 23.1%26 63.6% - 39.4% 8%

International Comparison

turkey board index 2016spencer stuart22 23

BELGIUM DENMARK FRANCE GERMANY ITALY NETHERLANDS NORWAY RUSSIA SPAIN SWEDEN SWITZERLAND TURKEY UK USA

OTH

ER B

OAR

DS

Average number of boards per director (total)

1.8 1.9 2.3 - 3.3 1.114 1.5 1.7 1.1 2.6 2.1 1.7 1.9 2.1

Average number of foreign boards per director

34.6% n/a 59% 25.5% 52% - n/a 24.6% 11.9% 59.4% 50% 11% 24.8% 43%

% executive directors with an outside board

72.8% 59.2% 72% - - - 74.2% 11.3% - 50% 36.3% 36% 32.6% -

TEN

URE/

RETI

REM

ENT % companies with a mandatory

retirement age44.4% 80% 33% 67.2% 4% - N/A N/A 23% N/A 55% n/a n/a 73%

Average mandatory retirement age 70.1 70.4 74 72 - N/A N/A 72.4 N/A 71.3 n/a n/a 73.3

Average tenure (chairman and non- executives)

6 5.1 6.3 5.7 5.5 3.8 3.9 3.4 6.422 5.8 6.6 3.7 4.9 4

REM

UNER

ATIO

N

Average retainer for non- executive directors € 31,643 € 50,839 € 32,602 € 110,884 € 48,000 - € 31,208 € 132,97820 € 67,571 € 53,151 € 201,410 - € 88,157 € 106,776

Average total fees for non- executive directors

€ 53,240 € 78,673 € 82,154 € 129,332 € 90,000 € 77,000 € 43,729 - € 127,070 € 69,191 € 291,925 - € 120,066 € 256,815

Average total fee for chairmen € 123,8492 € 191,775 € 560,6668 € 258,338 € 920,000 € 103,000 € 73,087 - € 302,765 € 159,159 € 2,148,120 - € 514,84330 € 340,227

Average fee for audit committee membership

€ 15,1473 € 21,275 € 18,847 € 21,577 € 16,000 € 9,20015 € 7,628 - € 24,88823 € 12,565 € 51,624 - € 18,141 € 11,725

Average fee for remuneration committee membership

€ 9,9103 € 17,131 € 14,1639 n/a € 13,000 € 6,70015 € 6,431 - € 43,59923 € 8,059 € 37,684 - € 16,554 € 10,677

Average compensation for nomination committee membership

€ 11,6523 € 14,140 € 13,8829 n/a € 12,000 € 6,10015 N/A - € 44,589 N/A € 36,410 - € 13,014 € 8,060

EXCO

M

Average board size of executive committee 6.4 5.1 13 5 6.8 3 8.6 9.5 N/A 9.4 10.2 - 10.131 -

% foreigners on the executive committee 35.9% 39.8% 31% 24.9% 3% 26% 19.1% 10% N/A 27.4% 59.6% - 36.8%31 -

% women on the executive committee 14.8% 11.5% 14% 9% 6.1% 9% 20.4% 11.9% N/A 21.6% 7.4% - 18.4%31 -

turkey board index 2016spencer stuart24 25

Ownersh

ip/

percentage

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BIST 30 Company Board Data

Akbank Family / 51,1% 12 minimum 10 2 1 1 Family No 6 3 0 68 4 CG, RA, AC, CC

Arçelik Family / 25,2% N/A 12 4 1 1 Family No 11 4 0 68 4 CG, RA, AC, EC

BIM Family / 71,02% 14 6 2 0 0 Family Yes 5 2 2 61.6 3 CG, RA, AC

Coca-Cola İçecek Family / 25,6% 5 12 1 1 0 Family No 11 4 1 64.2 3 CG, RA, AC

Doğan Şirketler Grubu Holding Family / 36,27% 35 meetings / decisions 9 4 5 4 Family No 8 3 0 60.8 3 CG, RA, AC

Emlak Konut GYO State Owned / 50,66% N/A 7 0 1 0 Non-family No 6 3 0 50.3 3 CG, RA, AC

ENKA Family / 12,5% 11 5 1 0 0 Family No 3 2 0 63.7 3 CG, RA, AC

Erdemir State Owned / 47,63% 7 9 0 1 1 Non-family No 8 3 0 49.4 3 CG, RA, AC

Ford Otomotiv JV / 17,89% 3–4 minimum 13 2 2 0 Family No 10 2 6 60.4 4 CG, RA, AC, CC

Garanti Bank JV / 50,07% 20 11 1 2 0 Family No 10 3 5 52.5 9CG, APC, RC, CG, AC,

RC, CC, LRC, AFC

Halk Bank State Owned / 48,89% 46 9 0 0 0 Non-family No 8 3 0 56.9 5 AC, CG, CC, SC, RC

İş Bankası State Owned / 31,76% 14 11 0 2 0 Non-family No 10 2 0 57.3 5 AC, ISC, CC, RC, CG

Kardemir Public / 100% 27 11 6 0 0 Family No 11 4 0 60.6 3 CG, RA, AC

Koç Holding Family / 22,24% 29 decisions 17 5 4 3 Family No 16 6 6 65 4 RC, AC, CG, NC

Koza Altın* Family / 30,0% N/A 9 0 1 0 Non-family No 9 0 0 Not disclosed 3 CG, RA, AC

Otokar Family / 27,22% N/A 9 1 0 0 Family No 8 3 0 65.4 3 CG, RA, AC

Petkim JV / 49,0% 12 9 0 0 0 Non-family No 9 3 4 54.7 3 CG, RA, AC

Sabancı Holding Family / 40,1 % 6 9 5 4 4 Family No 7 3 0 58.4 3 CG, RA, AC

AC Audit CommitteeAFC Anti Fraud CommitteeAPC Active-Passive CommitteeCC Credit CommitteeCG Corporate Governance Committee

ISC Information Security Strategy CommitteeLRC Liquidity Risk Management CommitteeNC Nomination CommitteeRA Early Detection of Risk Committee

RC Risk CommitteeSC Sustainability Committee

* Delisted in September 2016

Key to committees

turkey board index 2016spencer stuart26 27

Ownersh

ip/

percentage

publicly Owned

bOard meetings

bOard directOrs

Family m

embers

wOm

en directOrs

wOm

en directOrs

FrOm Fam

ily

chairpersOn

chairpersOn alsO

ceO?

nOn-executive

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independent

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FOreign directOrs

average age OF

nOn-executive

directOrs

cOmm

ittees

names OF

cOmm

ittees

AC Audit CommitteeAFC Anti Fraud CommitteeAPC Active-Passive CommitteeCC Credit CommitteeCG Corporate Governance Committee

ISC Information Security Strategy CommitteeLRC Liquidity Risk Management CommitteeNC Nomination CommitteeRA Early Detection of Risk Committee

RC Risk CommitteeSC Sustainability Committee

Key to committees

BIST 30 Company Board Data

Şişecam State Owned / 25,93% N/A 9 0 2 0 Non-family No 8 3 0 58.6 3 CG, RA, AC

Soda Sanayii State Owned / 39,15% N/A 5 0 0 0 Non-family No 5 2 0 50.4 3 CG, RA, AC

TAV JV / 40,3% 6 11 1 1 0 Family No 10 4 4 56.2 4 CG, RA, AC, NC

Tekfen Family / 43,69% 31 11 3 2 1 Family No 8 4 0 68.6 3 CG, RA, AC

THY State Owned / 50,88% 51 9 0 1 0 Non-family No 8 3 0 50.7 3 CG, RA, AC

Tofaş JV / 24,3% 23 12 1 0 0 Family No 11 2 4 60.3 3 CG, RA, AC

Tüpraş Family / 49,0% N/A 15 5 1 1 Family No 15 5 0 67.2 3 CG, RA, AC

Türk Telekom JV / 15,0% 7 12 0 0 0 Non-family No 12 4 5 49 3 CG, RA, AC

Turkcell JV / 48,95% 13 7 0 0 0 Non-family No 7 3 2 61.5 5 CG, RA, AC, RC, NC

Ülker Gıda Family / 42,73% 5 9 3 0 0 Family No 7 3 0 63.7 3 CG, RA, AC

Vakıflar Bankası State Owned / 25,21% 31 8 0 1 0 Non-family No 7 3 0 57.9 5 CG, RA, AC, CC, RC

Yapı Kredi Bankası JV / 18,20% 11 14 1 2 0 Family No 12 3 7 55.7 4 CC, AC, CG, RC

turkey board index 2016 30

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