Remuneration Information • Jan 22, 2025
Remuneration Information
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The purpose of the remuneration policy is to determine the remuneration principles for the members of the board of directors and officers in compliance with the applicable legislation and Articles of Association of the Company, taking into account the long-term objectives of the Company.
The Company complies with the "CML", "TCC", capital markets legislation and other applicable legislation and regulations in relation to remuneration. The Company pays utmost care to maintain compliance with Corporate Governance Principles included in the Corporate Governance Communiqué issued by the CMB as amended from time to time.
The Remuneration Policy of the Company is developed in compliance with the CMB Corporate Governance Communiqué (II.7.1) and announced to all stakeholders, notably to shareholders on the Company website (www.biotrendenerji.com.tr).
CEO: Chief Executive Officer
CMB: Capital Markets Board
CML: Capital Markets Law No. 6362
Company: Biotrend Çevre ve Enerji Yatırımları Anonim Şirketi
ESG: Environmental, Social and Governance
KPIs: Key Performance İndicator
LTIPs: Long-Term Incentive Plans
Officers: All senior managers of the issuer, including members of the board of directors or individuals who are not board members but have the authority to make administrative decisions that directly or indirectly have regular access to the issuer's insider information and affect the issuer's future development and commercial objectives
TCC: Turkish Commercial Code No. 6102
Remuneration Policy has been developed by the Board of Directors in compliance with the CMB Corporate Governance Communiqué and submitted to the approval of shareholders as a separate item in the agenda of the general assembly meeting of the Company. The Board of Directors is authorized and responsible for monitoring, supervising, developing and updating the remuneration policy. Amendments to be made to the remuneration policy are first approved by the board of directors, and submitted for the approval of the shareholders at the general assembly meeting, and published on the Company website (www.biotrendenerji.com.tr).
The remuneration committee, and if there is no such committee, the corporate governance committee submits to the board of directors its proposals on remuneration of directors and officers.
The Corporate Governance Committee is responsible for proposing to the Board of Directors the remuneration of directors and managers with administrative responsibility, taking into account the degree of achievement of the criteria used in remuneration (including climate-related ("KPIs")). The Committee is authorized to invite to its meetings and to receive information from Company employees or representatives, internal and external auditors of the Company, group companies and related persons and organizations, and individuals specialized in their fields, and to receive external legal and professional consultancy, when needed. The Committee also consults independent experts on issues it deems necessary regarding those activities.
The Board of Directors is responsible for the Company's achievement of the operational (including ESG and climate-related) and financial performance targets that are disclosed to the public. The evaluation of whether the Company has achieved the operational and financial performance targets announced to the public, and the reasons for not achieving these targets are disclosed in the annual report. The Board of Directors makes self-criticism and performance assessment for the directors and officers. The remuneration of the directors and officers are determined taking these assessments into account.
Rights provided to members of the Board of Directors in our Company: In our Company, a fixed monthly fee/attendance fee may be paid to the chairman and members of the board of directors for the services they perform in these positions. The amount to be paid is determined at the general assembly meeting. In any case, a certain amount is paid to independent members of the board of directors to maintain their independence, and dividends, share options or payment plans based on the Company's performance are not
used in the remuneration of independent board members. The fees paid to the members of the Board of Directors and directors and all other benefits provided are announced to the public in the annual report. It is essential to make a disclosure on an individual basis.
Rights provided to senior managers in our Company: These rights are determined depending on the market and/or industry conditions, inflation rate, the position, level, qualifications and individual performance of the manager, and monthly wages are paid for the term of the employment contract. The monthly wage is reviewed once a year, in line with the determined principles, taking into account the criteria that are the basis for determining the wages, unless there is a change in market conditions.
The company's Remuneration Policy aims to attract, motivate, and retain high-caliber executives critical to achieving our strategic goals. Compensation for the CEO, executive directors and other senior management aligns with market standards and legal obligations and tied to individual and company performance. This approach ensures that the Company remains competitive in retaining the leadership talent essential for long-term success.
Information on the conditions in the market and/or sector, remuneration of managers working at the same level in similar countries in the sector of the Company, the progress in achieving their targets and the future are also taken into account. When determining the individual performance level, the approach, business conduct, and behavior of the manager, as well as the annual targets that the manager has set with her/his own manager are taken into account at predetermined ratios.
Gratification: Our Company does not pay any bonuses.
Bonuses: Bonuses are determined according to the performance of the Company in a calendar year, and the individual performance of the employee, provided that a certain threshold defined according to various weights approved by the Board of Directors for that relevant calendar year is exceeded. The Company's bonus schemes are specifically tailored for job descriptions and areas of competence and are conditional on no major risk events occurring in respective jobs and areas (including climate-related risks). Various bonus calculation methods, which may include both financial and non-financial performance parameters, may be used when deemed necessary by the Board of Directors. The bonus payments may be made in cash and/or other benefits at the discretion of the Board of Directors (including but not limited to the employee stock ownership plans or deferred bonus plans etc). Our Company does not currently have regular practice for paying bonuses to senior managers.
LTIPs: The stock-based compensation plan or other long-term performance management tools that may be adopted will require shareholder approval at the annual general meeting. This ensures transparency and alignment with best practices, meeting expectations for shareholder involvement in decisions regarding stock-based compensation plans or LTIPs.
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