This policy document defines the remuneration system and practices adopted with regard to members of the board of directors and senior management who have assumed administrative responsibilities within the scope of CMB regulations.

A fixed remuneration is allocated to each of the members of the board of directors, as determined annually at the ordinary general meeting of shareholders.

Executive directors on the board shall receive a payment within a determined policy for senior management, the details of which are specified below.

In addition to the fixed wage determined at the general assembly, the members assigned to carry out certain functions in order to contribute to the activities of the company can also be provided with additional benefits due to the function they assume within the framework of the opinion of the Corporate Governance Committee.

The president and members of the Executive Committee, which will support the Company’s Board of Directors in all matters related to the operations of the Company, may be remunerated at the end of each year for their contributions, their participation in meetings and on the basis of the functions they serve, in an amount determined by the board of directors within the framework of the opinion set forth by the Corporate Governance Committee. If a payment has been made to the members of the Executive Committee during the year, this amount shall be set off at the end of the year from the determined amount.

The performance-based payment plans of the Company may not be used in the remuneration of independent members of the board of directors.

The remuneration of members of the board is allocated on the basis of the dates of their appointment to and withdrawal from the board and according to the length of the term served. Expenses incurred by members of the board of directors in the course of their contributions to the Company (transportation, telephone, insurance costs) may be borne by the Company.

The remuneration of Senior Executives however is based on a fixed and performance-based salary comprised of two components.

The fixed salaries of Senior Executives are determined in line with macroeconomic data related to the market, general salary policies in the market, the size of the company, as well as long term goals, the position of the individual officer, and international standards and legal requirements.

Premiums for Senior Executives are calculated according to the premium baseline, Company performance and individual performance. Information on these criteria is summarized below:

Premium Basis
Premium Baselines are updated at the start of every year and may vary according to the size of the workload of the executive position. Premium baselines are updated in the light of senior executive premium policies in the market.
Company Performance
Company performance is determined at the end of the period by measurement of the achievement of the financial and operational goals given to the Company (market share, exports, foreign operations, productivity, etc.). Company goals are based on the important principles of sustaining Company achievements and making improvements over previous years.
Individual Performance
Determination of individual performance is based on individual and collective objectives and key results determined by Senior Executives together with their teams and managers. In measurement of individual performance, long term sustainable improvement in non-financial area is a significant principle.

In the event a senior executive vacates his/her position in the company, severance indemnity may be paid on the basis of the term served in the position of senior executive, the contributions made to the Company, the last goal achievement premium paid out before the date of leaving the Company, and the salary and premiums paid out in the last year.

The total amounts paid out to Senior Management and Members of the Board of Directors according to the principles stated above are presented to the General Assembly for their information and/or approval in accordance with the law.