This policy document defines the remuneration system and practices for the members of the board of directors and top-level managers with administrative responsibilities as defined by CMB regulations.
Fixed wages payable to members of the board of directors are designated by the ordinary general assembly every year. Executive board members are paid in accordance with the policy applicable for top-level managers and detailed below.
Performance-based payments are not used for remuneration of independent members of the board of directors.
Members of the board of directors are paid based on the period from assignment to resignation. Expenses of the members of the board of directors related with the benefits they provide for the company (transportation, telephone, insurance, etc.) are covered by the company.
Remuneration for Top-Level Managers consists of fixed and performance based components.
Fixed wages of Top-Level Managers are determined in accordance with international standards and legal liabilities based on macroeconomic market data, wage policies applicable in the market, size of the company, long-term objectives and individual positions.
Bonuses payable to Top-Level Managers are based on bonus base, company performance and individual performance. The criteria are as follows:
Bonus Base: Bonus Base is updated every year and varies according to the positions of managers and volume of business. Bonus base is updated based on the top-management bonus policies applicable in the market.
Company Performance: Company performance is calculated every year by measuring the financial and operational (market share, exports, international operations, efficiency etc.) objectives of the company in terms of achievement at the end of the year. The basic principles while defining the company objectives are ensuring that achievements are sustainable and improvements are made as compared to the previous year.
Individual Performance: Definition of individual performance is based on company objectives as well as objectives related with employees, customers, processes, technology and long-term strategies. In measurement of individual performance, company performance and long-term sustainable improvement in non-financial area are significant principles.
In case of resignation of a top-level manager, a certain amount of bonus can be paid based on the term of assignment, term of assignment as a top-level manager, benefits provided, last target bonus before resignation, wages paid in the last year and bonus data.
Total amounts paid to Top-Level Managers and Members of the Board of Directors based on the principles listed above are submitted to the information and/or approval of the shareholders at the next general assembly meeting.
This is to inform our esteemed Shareholders.