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Home     Investor Relations     Corporate Governance Committees     Duties and Working Principles of the Risk Detection Committee
At the meeting of the Board dated March 23, 2023 and numbered 2023/17;
In accordance with the Capital Markets Board's Corporate Managing Communiqué (II-17.1); it has been decided to elect Cevdet ERKANLI, Independent Board member, as the Chairman of the Early Detection of Risk Committee, and Nalan ERKARAKAŞ, Independent Board ,member as the Member of the Early Detection of Risk Committee.

EARLY DETECTION OF RISK COMMITTEE
Cevdet ERKANLI
Chairman
Independent Board Member
Nalan ERKARAKAŞ
Member
Independent Board Member


PURPOSE
The purpose of this regulation is to determine the duties and working principles of the Early Detection of Risk Committee in order to fulfill its duties and responsibilities of Çemtaş Çelik Makina Sanayi ve Ticaret A S Board, in accordance with the Capital Markets legislation in a healthy manner.

The purpose of the Early Detection of Risk Committee; Within the scope of this regulation and legal legislation, is the early detection of risks that may endanger the existence, development and continuation of the Company, the implementation of the necessary measures regarding the detected risks and the management of this risk are presented to the Board.

AUTHORITY AND SCOPE
  • All kinds of resources and support required for the Committee to fulfill its duties are provided by the Board. The committee may invite any manager if necessary to its meetings and take their opinions.
  • The Committee benefits, if necessary, from independent expert consultancy regarding its activities. The cost of consultancy services required by the Committee is covered by the Company.
  • Committee members are re-determined every year at the first Board meeting to be held after the General Shareholders Assembly meeting.
  • The Committee reviews and evaluates the adequacy of this Internal Directive and submits the relevant amendment proposals to the Board for approval.
  • The Committee evaluates the risk situation in its bi-monthly report to the Board, points out the dangers, if any, and presents the remedies. The report is also sent to the auditor.

STRUCTURE OF THE COMMITTEE
The majority of the committee members consist of the members of the Company's Board. If the committee consists of two members, both of them, and if it has more than two members, the majority of the members are non-executive Board members. CEO and General Manager cannot take part in committees. The Chairman of the Committee is elected from among the Independent Board Members.

COMMITTEE MEETINGS
The meetings of the Committee are held in accordance with the meetings of the Board within the framework of the Turkish Commercial Code and the Capital Markets Board legislation in order to ensure that the Committee can fulfill its duties effectively. However, the Committee may convene as often as necessary for the effectiveness of its work.

The Committee may be called for meeting at the request of the Committee Chairman or a Committee member. Committee meetings will be held depending on the agenda distributed by the Corporate Managing Secretariat. Decisions taken at committee meetings are written down and archived by the Secretariat. In this context, after each meeting, a written report on the activities of the Committee is submitted to the Board together with a summary. Meeting minutes are kept in the Secretariat. The Committee may also meet by teleconference or by any other means.

The Committee takes its decisions with absolute majority of its members.

The Committee makes an annual assessment of its objectives, duties and performance and reports the results of this assessment to the Board.

DUTIES AND RESPONSIBILITIES

Committee :
  • In line with the risk ratio determined by the Board of Directors and the opinions of the Board;
  • Identification of all risks, probabilities and effects that may endanger the existence, development and continuation of the company.
  • Establishing risk measurement models and risk management systems and reviewing their effectiveness at least once a year,
  • Informing the Board and making necessary warnings regarding the measurement and monitoring of risks and the use of risk factors in decision processes.
  • It fulfills its duties to make recommendations to the Board to improve risk management practices and models.
  • It carries out the necessary studies on the adoption and implementation of risk management policies and practices by all Company units and employees.
  • The committee meets when it is necessary, and the minutes of meeting are kept in writing. The meeting results are presented to the Board as a report. Meetings can also be held by using technological means if the committee members cannot meet.

CHANGES IN INTERNAL GUIDELINES
Suggestions for amendments on this directive are submitted to the Board by the Committee. The proposals prepared are put on the agenda at the first meeting of the Board.

ENFORCEMENT
This regulation, amendments and updates regarding the regulation enter into force with the decision of the Board.