TOFAŞ 2018 ANNUAL REPORT
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BOARD OF DIRECTORS

ÖMER M. KOÇ

Chairman

He received his B.A. degree from Columbia University in 1985. He worked at Kofisa Trading for one year. He completed his MBA at Columbia University in 1989. After working at Ramerica International Inc., he joined Koç Group in 1990. He held various senior positions at Koç Holding including Finance Coordinator, Vice President and President of Energy Group. He became member of Board of Directors in 2004 and Vice Chairman in May 2008. In February 2016, he was appointed as the Chairman of Koç Holding. Ömer M. Koç has been serving as the Chairman of Tofaş since 6 April 2016.

PIETRO GORLIER

Vice Chairman of the Board of Directors

Pietro Gorlier graduated from University of Turin with degrees in Economics and Business. Gorlier joined the Fiat Group as a Market Analyst in Iveco in 1989 and assumed various responsibilities in Logistics, After-Sales and Customer Services. Starting to work in Network Development at Fiat Group Automobiles in 2006, Gorlier later served at Fiat Group Automobiles S.p.A. and CNH Global N.V within Chrysler Group. Gorlier was appointed as the President and Chairman of the Executive Board of Chrysler Group LLC-MOPAR Brand Service, Parts and Customer Services in 2009 and as the Chief Operating Officer (COO) in 2015. Pietro Gorlier was appointed as the COO for Europe, Middle East and Africa Region in October 2018. He is a member of the Group Executive Council (GEC) and Global Head of Parts & Service (MOPAR) since 2011.

CENGİZ EROLDU

Board Member - CEO

Cengiz Eroldu graduated from the Business Administration Faculty of Istanbul University and completed the MBA program at LUISS University (Italy). He began his career as an Audit Specialist at Koç Holding in 1989. He was appointed to the position of Assistant Accounting and Industrial Governance Manager for Tofaş in 1995, working in the Accounting and Industrial Governance Department and the Budget and Governance Department from 2001 to 2008, and in the Finance Department between 2008 until 2015. Since 2015, he has been serving as Member of the Tofaş Board of Directors and CEO.

TEMEL KAMİL ATAY

Board Member

A graduate of Mechanical Engineering from Istanbul Technical University, he holds an MBA degree from Wayne State University. He joined Koç Group in 1966 and later served as the General Manager of Otoyol Sanayi A.Ş. and Tofaş Türk Otomobil Fabrikası A.Ş. After working in various senior management posts at Koç Holding, he served as the CEO between 2000 and 2001. Temel Kamil Atay has been a member of Koç Holding Board of Directors since 1996.

LEVENT ÇAKIROĞLU

Board Member

Levent Çakıroğlu graduated from Ankara University, Faculty of Political Sciences, Department of Business Administration. He earned a Master’s degree at the University of Illinois. Mr. Çakıroğlu began his professional career as an Auditor at the Ministry of Finance in 1988. From 1997 to 1998, he taught as a part-time instructor at Bilkent University, and served as Vice President of the Financial Crimes Investigation Board at the Ministry of Finance. He joined Koç Holding in 1998 as Financial Coordinator. Subsequently, he served as the General Manager of Koçtaş (2002-2007), General Manager of Migros (2007-2008), General Manager of Arçelik (2008-2015), and President of the Consumer Durables Group at Koç Holding (2010-2015). In February 2015, Mr. Çakıroğlu was appointed Deputy Chief Executive Officer of Koç Holding, and he has been the Chief Executive Officer of Koç Holding since April 2015. He has been a member of Koç Holding Board of Directors since 2016.

DAVIDE MELE

Member of the Board of Directors

Davide Mele graduated from Polytechnic University of Turin with a degree in Engineering. Mele joined the Fiat Group as a Senior Auditor at Fiat Revi S.r.l in 2001 and later assumed various posts as the Financial Controller responsible for financial management of all aspects of the Fiat Auto-Ford partnership agreement as part of the Audit Department and as Project Controller. In 2013, he was appointed as the Head of Financial Planning and Analysis at Fiat S.p.A. and assumed responsibilities of financial planning, budgeting and corporate level reporting and analysis for both Chrysler LLC and Fiat S.p.A. Mele has been serving in various significant roles in the Group, including his appointment as the FCA Group Head of Audit of Passenger Cars in 2016 and Latin America Chief Operating Officer (COO) in 2017. Davide Mele has been assigned as Deputy Chief Operating Officer for the EMEA Region in April 2018.

İSMAİL CENK ÇİMEN

Board Member

İsmail Cenk Çimen holds a degree in Industrial Engineering from Istanbul Technical University; in addition, he completed Executive Development Programs at Stanford University (USA) and University of California – Los Angeles (USA). He joined Koç Group in 1991 as a Management Trainee at Nasoto. He assumed Sales Coordinator, Regional Manager and Import Manager responsibilities at Otosan Pazarlama between 1993 and 1996. He served as Fleet Sales Manager at Ford Otosan from 1996 to 1998 and became the General Manager of Otokoç Ankara in 1998. In 2001, he was appointed General Manager of the companies merged under Otokoç. In 2005, his responsibility was extended to include the General Manager role at Birmot A.Ş., while also assuming responsibility for Avis car rental. He has served as the President of Automotive Group at Koç Holding since June 2009.

GIORGIO FOSSATI

Board Member

Giorgio Fossati holds a degree in law from the University of Turin (Italy). He started his professional career in the Legal Department at Iveco S.p.A. in 1988 and joined Fiat S.p.A. in 1999 as a member of the legal staff. He became General Counsel of FCA Italy S.p.A. in 2002. He has served as the General Counsel for FCA EMEA Region and as Corporate General Counsel for Fiat Chrysler Automobiles N.V. since 2011. Mr. Fossati is a member of the Boards of Directors of FCA US LLC, FCA Italy S.p.A., Teksid S.p.A., Fiat Chrysler Finance S.p.A., Fidis S.p.A., FCA Partecipazioni S.p.A., Fiat Chrysler Risk Management S.p.A. and Abarth & C. S.p.A. In addition, he is a member of the Executive Committee of FCA Poland S.A.

SERGIO DUCA

Independent Board Member

Mr. Duca graduated with honors in Economics and Business from Bocconi University in Milan. As a certified chartered accountant and auditor, he acquired broad experience through the PricewaterhouseCoopers network as the external auditor of a number of significant Italian companies. From 1997 until July 2007, Mr. Duca was the Chairman of PricewaterhouseCoopers S.p.A. In addition, he has previously served as Chairman of the Board of Auditors of the Silvio Tronchetti Provera Foundation, Chairman of the Board of Auditors of the Compagnia di San Paolo until May 2016, member of the Edison Foundation’s Advisory Board and the University Bocconi in Milan’s Development Committee, as well as Chairman of the Bocconi’s Alumni Association’s Board of Auditors and a member of the Board of Auditors of the ANDAF (Italian Association of Chief Financial Officers). Mr. Duca has previously served as Chairman of the Board of Directors of Orizzonte SGR S.p.A. from 2008 until 2016, Chairman of the Board of Statutory Auditors of Exor S.p.A. until May 2015, Chairman of the Board of Statutory Auditors of GTech until April 2015, Chairman of the Board of Statutory Auditors of Tosetti Value SIM and an Independent Director of Sella Gestione SGR until April 2010. Sergio Duca is the Chairman of the Board of Statutory Auditors of Enel S.p.A. since April 2010. He also serves as Chairman of the Board of Auditors of Compagnia di San Paolo School Foundation and ISPI (Italian Institute for International Political Studies) and Member of the Board of Auditors of Intesa San Paolo Onlus Foundation.

NESLİHAN TONBUL

Independent Board Member

Having graduated with a high degree from the Economics and Political Science department of Rutgers University in 1981, Neslihan Tonbul completed her post-graduate study on International Finances and Economic Development at The Fletcher School of Law and Diplomacy - Tufts University. Appointed to the senior executive positions at New York, London and Istanbul agencies of various international finance institutions (The Irving Trust Company, The Bank of New York and BNY Mellon) from 1983 to 2008, she was appointed as regional manager overseeing a region that includes the Middle East, Africa, Eastern Europe and Turkey. Serving as board member to the prominent Turkish holdings since 2008, Neslihan Tonbul is a board member of Tofaş, Petkim, Alarko Holding and Vakıfbank International. Gaining expertise in the Management of Family Companies by studying at the Harvard Business School with CFEG, Tonbul has been teaching “Management of Family Companies” at the Faculty of Economics and Administrative Sciences of Koç University since 2017.

 

BOARD OF DIRECTORS MEMBERS WHO HELD OFFICE DURING THE REPORTING PERIOD

BOARD OF DIRECTORS

 

TERM OF OFFICE

Name

Position

From

Until

Mehmet Ömer KOÇ

Chairman

28.03.2017

15.03.2019

Sergio MARCHIONNE

Vice Chairman

28.03.2017

25.07.2018

Pietro GORLIER

Vice Chairman

02.11.2018

15.03.2019

Cengiz EROLDU

Member & CEO

28.03.2017

15.03.2019

Temel Kamil ATAY

Member

28.03.2017

15.03.2019

Levent ÇAKIROĞLU

Member

28.03.2017

15.03.2019

Alfredo ALTAVILLA

Member

28.03.2017

02.11.2018

Davide MELE

Member

02.11.2018

15.03.2019

İsmail Cenk ÇİMEN

Member

28.03.2017

15.03.2019

Giorgio FOSSATI

Member

28.03.2017

15.03.2019

Gökçe BAYINDIR

Independent Member

28.03.2017

15.03.2018

Libero MILONE

Independent Member

28.03.2017

15.03.2018

Sergio DUCA

Independent Member

15.03.2018

15.03.2019

Neslihan TONBUL

Independent Member

15.03.2018

15.03.2019

(*) Following the election date of the Board of Directors, terms of office have been taken into consideration. (28.03.2017 - 28.03.2018 and 15.03.2018 – 15.03.2019)

DUTIES, AUTHORITIES AND LIMIT OF AUTHORITIES OF THE BOARD OF DIRECTORS