Compensation Policy

Compensation policy for the members of the board of directors and the executive directors

This policy document defines the compensation system and applications, for the members of our Board of Director and our executive directors, who assume management responsibility, as part of CMB regulations.

Every year, a fixed salary is determined for all of the members of the Board of Directors, at the General Board Meeting.

The members of the Board of Directors, who also have management responsibilities are paid, in line with the below policy defined for executive directors.

The members of the Board of Directors, who assume roles in committees established by the Board of Directors, can be paid at the end of the year, a premium whose amount is defined by the Board of Directors, based on the opinion of Corporate Governance Committee, in return of their contributions, participation to the meetings, and their functions.

Payment plans based on company performance cannot be used for the compensation of independent members of the Board of Directors.

The members of the Board of Directors are made partial payments, based on their office terms. The expenses incurred by the members of the Board of Directors (transportation, phone, insurance, etc.) while working to contribute to the company can be reimbursed.

Executive Director compensation consists of two components: fixed and performance-based.

Executive Director fixed salaries are determined in line with international standards and legal liabilities, considering macroeconomic data in the market, pay policies in the market, the size of the company and its long-term objectives, and positions of the individuals.

As to the Executive Director Premium, Premium basis is calculated based on company and individual performance. Criteria used are summarized below:

Premium Basis
Premium bases are updated at the beginning of each year, and differ according to the job size of the Directors. While updating premium bases, executive Premium policies in the market are taken into consideration.
Company Performance
Company performance is obtained by measuring at the end of the period, the realization rates of the financial and operational objectives (market share, export, international activities, productivity, etc.), set at the beginning of the year. In defining the company objectives, the sustainability of the success and improvement compared to previous years are the principles considered.
Individual Performance
In measuring the individual performance, objectives related to the employee, customer, process, technology and long-term strategy are taken into consideration, in addition to the company objectives. Parallel with the measurement of company performance, long-term, sustainable improvement principle is observed in measuring individual performance.

Total amounts, determined based on the above principles, are paid to the Executive Directors the members of the Board of Directors, are presented to the information and approval of the shareholders, in the following General Board meeting, in accordance with the regulations.