Board of Directors

It is a fixed structure in which members, whether or not possessed of executive powers, convene. Currently, the Board of Directors is comprised of twelve people, four of whom are non executive members. Among board members are sector presidents, who respectively represent each business line that the Group operates in.

Ferit F. ŞAHENK – Chairman

Süleyman SÖZEN – Deputy Chairman (Finance Group President)

Hüsnü AKHAN – Board member (Doğuş Holding CEO)

Aclan ACAR – Board member (Automotive Group President)

Ahmet KURUTLUOĞLU – Board member

Doğan GÜNAY – Board member (Tourism Group President)

Erman YERDELEN – Board member (Media Group President)

Gönül TALU – Board member (Construction Group President)

Muhsin MENGÜTÜRK – Board member

Sadi GÖĞDÜN – Board member

Şadan GÜRTAŞ – Board member

Yücel ÇELİK – Board member

Committees subject to the Board of Directors

There currently exist three committees subject to the oversight of the Doğuş Group Board of Directors: The Audit Committee, the Risk Management Committee and the Coordination Committee.

In addition to these three committees, the Group also has a Legal Advisory Council.

Legal Advisory Council

Legal Advisory Council has the following duties:

• Make a general evaluation of law-related issues pertinent to the Doğuş Group,
• Identify important matters among these issues,
• Specify the legal processes that are to be followed and the measures that are to be taken in all such matters.

The Audit Committee

The Audit Committee was established to assist and advise the Board of Directors in matters related to internal and external audit, the internal control system, and the financial reporting practices of all Doğuş Group companies.

The Committee is made up of three members who are elected by the Board of Directors upon the proposals of the Chairman. The Audit Committee convenes at least four times a year according to a meeting schedule agreed to in advance by the Board of Directors.

The major responsibilities of the Committee include:

• Overseeing the efficacy of actions taken by Group companies in response to the findings of all financial, operational, and information technology audits performed by the Doğuş Holding Internal Audit Department in Group companies,
• Evaluating the efficacy of the internal control processes of Doğuş Group companies and advising on ways to improve the internal control environment,
• Overseeing the efficacy of financial control and internal audit activities within Doğuş Group companies,
• Overseeing the security, efficiency and effectiveness of the information systems used by Doğuş Group companies and reviewing and approving their contingency plans, and
• Assisting the Board of Directors in ensuring that the business activities of Group companies are in compliance with the requirements of applicable laws and regulations.

The Risk Management Committee

The Doğuş Group’s Risk Management Committee was established to assist and advise the Board of Directors in its oversight of corporate risk management practices by Doğuş Group companies.

The Committee is made up of three directors who are elected by the Board upon the proposals made by the Chairman. The Risk Management Committee convenes at least four times a year according to a meeting schedule agreed to in advance by the Board of Directors.

The major responsibilities of the Committee include:

• Reviewing significant risks assumed by Doğuş Group companies in the conduct of their activities and determining the alignment of these with shareholders’ risk-taking preferences and willingness,
• Advising the Board of Directors on any action or common policy that must be taken with regards to risk management within the Group and,
• Overseeing the effectiveness of risk management actions and their alignment with common policies and standards within all Doğuş Group companies.

The Coordination Committee

The Coordination Committee is made up of four members and convenes twice in every month. The major responsibilities of the Committee include:

• Coordinating the financial, strategic, marketing and communications practices of Doğuş Holding,
• Providing information to the Chairman of the Board and to the Board of Directors on the project development processes in these areas, and
• Periodically planning and evaluating the Group’s brand management, financial, strategical and business planning practices under the guidance of the CEO of Doğuş Holding.

Holding Management Departments

Holding Management Departments comprise of Legal Affairs, Financial Affairs and Information Technologies, Communications, Strategy, Finance, Internal Auditing and Financial Reporting, Risk Management Department, Chairman’s Office.

Holding: Hüsnü Akhan, CEO

Finance: Zuhal Kol, CFO

Legal Affairs: Ahmet Kurutluoğlu, Chief Legal Consultant

Financial Affairs and IT: Murat Inan, Department Director

Doğuş Corporate Communications: Semih Yalman, Department Director

Doğuş Strategy: Özlem Denizmen, Department Director

Internal Auditing and Financial Reporting: Alp Kinay, Department Director

Human Resources: Ebru Esmen Mete, Human Resources Manager

Risk Management: Alper Uğural, Department Director

Chairman’s Office: Levent Veziroğlu, Department Director