Prof. Dr. Nakiye Boyacıgiller Dean, School of Management Sabancı University

Prof. Dr. Nakiye Boyacgiller Dean, School of Management Sabanc University

Candace Johnson GBRW Coordinator & Member of Sabanc University International Board of Overviewers

Toward a better Corporate Governance for the 21 st Century Candace Johnson Independent Women Directors Conference 13/12/12

Agenda A few anecdotes from personal experiences on Boards and getting on Boards The European Business School/Women on Boards Project The Global Board Ready Women searchable database administered by the FT Non Executive Club on LinkedIn with BoardEx The Independent Women Directors Project The ABCs of Realizing your Dreams

The SES Board 1988

SES/ASTRA SES/GLOBAL First private TV satellite in Europe ( 1983-1985 ) Monopoly Breaking Happy Day ( Ann Glover) The Digital Revolution Takeover (1993 1994) SES Global (1997/1998 2000 ) Being at the top is slippery and dangerous. You must constantly go Forward and be smarter, quicker, more innovative. Or you can Sell out.

Think Big ! The world is yours You discovered a way to destroy hunger throughout the world? You developed a system to educate the worlds poor? You implemented a plan to put to work every man and woman on the planet and to have them remunerated for their work? You found a way to provide low cost energy for everyone in the world? You found a universal vaccine?

Case Study: SES Global Advantages of having no home market Societe Europeene des Satellites SES Within 8 years of 1 st satellite launch No. 1 in Europe, No. 3 in the world with IPO Everyone was happy except for me ! Sitting Duck for Hostile Take Over, throwing off cash, eat or be eaten ! The vision thing the next horizon. Becoming No. 1 and Staying No. 1 Everyone was mad at me but I was the spirit 1997 2001/2007 Recognition/Arcelor Mittal

The most dangerous woman in Europe! What goes around comes around Keeping true to the vision Never give up, Never accept no, Never go away even when others want you to. Alone in the Wilderness More frightened than any time in my life of the consequences Went to the press Had protectors Didnt give in and didnt give up !

Case Study: Teleport Europe 1991 Opportunity to create European-wide networks for the new enlarged Europe Germans, French, Brits The Germans could only think of how to get the French and Brits out ! We won all European Wide Networks had to fight all the national monopolies to do so Loral bought 99 % - I still own 1 % ! 100 % American but now totally global Serendipity Hawaii Teleport !

Case Study: Europe Online I III 1993- 1996/1998 - 2002 Worlds first Internet-based online service and Worlds first Broadband Service Cloud, Streaming, Downloading, Chatting, VoIP all in one! Pearson/Matra-Hachette/Burda/ATT AOL wanted to buy 40 % - Shareholders said no! Went Bankrupt/CJ bought not once, but twice ! URL, Patent

IRIDIUM 1994/1996, 2000 and Today Worlds first Mobile Satellite Telephony Beautiful, global concept Greed Terrible Business Plan Went belly-up and I went back to help in 2000 For 9/11 and Katarina, the only communications that worked. Today is profitable.

Global Telecom Womens Network - 1993 The changing culture of communications Women at the Top then and now Janice Hughes, Bridget Cosgrave, Ann Glover, Julie Meyer Best Business Practices across sectors and countries Networking, networking, and networking Vodafone sponsored 10th Anniversary at the ITU with 182 young Telecom Women Entrepreneurs in 2003 At the 3GSM, Qualcomm-sponsored event with new global applications for Africa and best practices from Asia - WOW - At 3GSM Asia, the GTWN joined with the GSMA to rid the world of the Digital Divide

European Business Schools/Women on Boards initiative Call to Action Selection Criteria Lists of Board Qualified Women European Initiative has now become Global

GBRW Selection Criteria Every application to this closed group is formally assessed and reviewed and only those women who meet the criteria below are accepted. Business Schools and Professional organizations have applied the same criteria for their participating Alumnae and Members. All women on the list must have at least 5 years experience in 1 or more of the following roles: Chair and/or NED of listed/private corporations CEO, COO, CFO or other C-suite exec/director level in listed/private corporations

GBRW Selection Criteria Family member and controlling shareholder of boards of large family companies Director of government agencies Director of non-profit orgs Institutional investment community senior professional Professional firms senior partner serving boards and their committees as clients Leading Academics with relevant experience Entrepreneur

Independent Women Directors project 200 identified women For boards in Turkey and throughout the world A new corporate governance Transparent Global Excellent

The ABCs of Realizing your Dreams A -void negative sources, people, things and habits. B -elieve in yourself. C -onsider things from every angle. D -on't give up and don't give in. E -njoy life today: yesterday is gone and tomorrow may never come. G -ive more than you planned to give. H -ang on to your dreams. I -gnore those who try to discourage you. J -ust do it! K -eep on trying, no matter how hard it seems. It will get better. L -ove yourself first and foremost. M -ake it happen. N -ever lie, cheat, or steal. Always strike a fair deal. O -pen your eyes and see things as they really are. P -ractice makes perfect. Q -uitters never win and winners never quit. R -ead, study and learn about everything important in your life. S -top procrastinating. T -ake control of your own destiny. U -nderstand yourself in order to better understand others. V -isualize it. W -ant it more than anything. X -ccelerate your efforts. Y -ou are unique of all of Nature's creations. Nothing can replace you. Z -ero in on your target, and go for it!!

Going beyond Ideas - Making Global Impact Energy Haves and Have Nots Environment Illness and Poverty Illiteracy What are your ideas to Save the planet and the universe? What is your business plan? What are the measurable value created? You can Do IT!

The Power of Believing Having the confidence to believe Do not delude yourself or others BELIEVE and JUST DO IT!

Video Message Daniela Bankier European Commission Directorate-General for Justice Head of Unit Gender Equality

Torkel Stiernlf Consul General Consulate General in Istanbul, Sweden

Caroline Sundewall Current board assignments: Lifco AB, Pgen Group, Chairman of Svolder (listed), Tradedoubler (listed), Mertzig Asset Management, Sdra Skogsgarna, Sdra Cell AB, Chairman of the Swedish Business Tennis Foundation, Streber Cup Previous board assignments: TeliaSonera (listed) 2001-2010, Strlfors (listed) 2003-2009, Swedbank (listed) 2005-2008, AB Electrolux (listed) 2005-2011, SJ AB (state owned) 2010 -2011 1980-1985 Banking experience, Corporate Finance and Export Credits, in London and Stockholm 1986-1989 Commentator and Analyst at leading financial newspaper and magazines 1990-1992 Business Controller at the listed investment company Ratos 1992- 2001 Business Commentator at several different papers as well as Swedish National TV and Radio Since 2001 own business specialized in board assignments, strategic management consulting & communication

Melsa Ararat, PhD Sabanc University Director of Corporate Governance Forum and Independent Women Directors Project

Independent Women Directors December 13, 2012 WOMEN ON THE BOARDS OF TURKEYS LISTED CORPORATIONS Melsa Ararat, PhD School of Management

WOMEN ON BOARDS AROUND THE WORLD Source: Kimberly Gladman and Michelle Lamb, GMI Ratings 2012Women on Boards Survey(GovernanceMetrics International, 2012)GMI Ratings 2012Women on Boards Survey

WOMEN ON BOARDS IN EUROPE Source: Kimberly Gladman and Michelle Lamb, GMI Ratings 2012Women on Boards Survey (Governance Metrics International, 2012)GMI Ratings 2012Women on Boards Survey

TRENDS IN BOARD DIVERSITY IN EUROPE Source: European Commission, Database on women and men in decison making

WHY BOARDS LACK FEMALE TALENT Supply deficiencies Taste based discrimination Occupational segregation Statistical(error based)discrimination

WHY WOMEN ON BOARDS Market value and earnings quality Social Welfare (sustainable and equitable growth) Human Rights and Justice

SCIENTIFIC EVIDENCE on PERFORMANCE Gul, Srinidhi and Tsui (2008) ve Srinidhi, Gul and Tsui (2011): Boardroom gender diversity is positively related to audit effort and earnings quality. Adams, Gray, Nowland (2011): Market reaction to female appointees is, on average, positive and significant. The average reaction for female appointees is roughly 2 percent higher than for male appointees after controlling for other appointee characteristics, such as independence, expertise and qualifications. CAR: %2 Dreber and Johannesson ( 2008); Women were found to lie less frequently than men in order to secure monetary pays Adams and Ferreira (2009): Female directors have better attendance behavior at board meetings and male directors have better attendance behavior when boards are diverse Kristof (2009) Financial firms are particularly male-dominated and suggests that this may have contributed to the recent poor performance of banks Adams and Ferreira (2009) Firms with more monitoring needs may benefit more from female director appointments

SCINTIFIC EVIDENCE ON FIRM BEHAVIOUR Adams and Funk (2011): Female directors differ significantly from male directors in survey measures of human values and risk aversion Adams, Licht and Sagiv (2011), Female directors are more stakeholder-oriented than male directors Cohen and Huffman (2007) Gender wage gap for non-managerial workers is lower the greater the representation of women in management Tate and Yang (2011) An important externality of female corporate leadership is better workplace conditions for women Andreoni and Vesterlund (2001),Niederle, Segal and Vesterlund (2008), Hogarth, Karelaia and Trujillo (2011): Women are generally more risk averse, less keen on being exposed to competition, and more altruistic when altruism is expensive

SU SOM RESEARCH on TURKEY Ararat, Orbay, Yurtoglu (2011): Independent directors (independence based on company statement) has a negative affect on financial performance Ararat, Aksu, Tansel (2012): Board diversity index (gender, nationality, age, education) is positevely correlated with financial performance through better monitoring

CMBT REGULATIONS ON BOARD DIVERISTY AND INDEPENDENCE Communiqu: 30 December 2011 ve 11 February 2012; Series IV, No: 56 ve 57 Changes in the Corporate Governance Principles Listed corporations are required to have at least 1/3 independent board members Listed corporations should have at least one woman on their board or explain why they dont and what measures they have taken to comply with the principle

WOMEN MEN BOARD MEMBERSHIP In ISE Companies 88% of the board members are men where only 12% are women. Currently among 2766 board members only 320 of them are women. According to these data; there is 0,77 women board member for each company.

FIRMS WITH WOMEN ON THE BOARD Number of firms with at least one women on the board is 218. Number of firms without any women on the board r is 194.

DISTRIBUTION OF FEMALE BOARD MEMBERS In ISE companies, 56% of the female board members are either family member or shareholder or both. 28% of the female board members are executives either in the company or in the group companies. 16% is independent board members. There is 0,13 independent female board member for each company.

RATIO OF WOMEN on BOARDS Among all ISE companies, ratio of women family member/shareholder is 6.44%, ratio of executive women either in the company or the group companies is 3.25% and ratio of independent women members is 1.88 %.

WOMEN ON BOARD COMMITTEES In ISE 38% of female board members (123 member) is also a committee member. 62% of the women are not a member of a committee. Women in Corporate Governance Committee is 65, in Audit Committee is 54 and women in other committees are 45. One women can be a member of more than one committee.

INDEPENDENT MEMBERS IN ISE COMPANIES In ISE companies, number of independent board members are 673. 24,33% of the board members are independent. Among the independent members 52 (7,73%) of them are women where 621 (92,27%) of them are men.

TREND OF WOMEN BOARD MEMBERS IN ISE 100 COMPANIES In ISE 100 companies, women board member ratio changes in yearly basis. In 2008 and 2009 women board member ratio is %10.10, in 2010 the ratio increased to 11.20 and in 2011 women ratio is increased to 12.30. But in 2012 women ratio decreased to 10.02.

TREND OF WOMEN BOARD MEMBERS IN ISE 100 COMPANIES In ISE 100 companies, number of women board member changes in yearly basis. In 2008 and 2009 number of women board member is 53, in 2010 this increased to 57 and in 2011 increased to 58. But in 2012 number of women board members decreased to 54.

WOMEN IN ISE 30 COMPANIES In ISE 30 Index companies 20 have at least one female board member. 10 of the index companies have no women on their boards. Source: Publicly disclosed information, company web sites and KAP Public Disclosure Platform. ISE 30 COMPANIES WITH ALL MALE BOARDS AKSGORTA ASYA KATILIM BANKASI HLAS HOLDNG KARDEMR MGROS PETKM TRK TELEKOM T. GARANT BANKASI T. HALK BANKASI T. VAKIFLAR BANKASI

IWD ADVISORY BOARD MEMBERS NUR GER ZLEM DENZMEN NERMAN LSEVER FSUN AKKAL BOZOK AYEN SAVCI TAYFUN BAYAZIT AYE YKSEL GLDEN TRKTAN MRAN BEBAPRAYE ANTKA LEYLA ALATON NAKYE BOYACIGLLER LEYLA EN MELSA ARARATVAHAP MUNYAR HALE TURGAY ORU

Murat Yeildere Egon Zehnder International Head of Istanbul Office

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Prof. Dr. Nakiye Boyacıgiller Dean, School of Management Sabancı University