CORPORATE GOVERNANCE IN TURKCELL

Abstract General Information About Turkcell Complience with Corporate Governance Principles Report

What is Corporate Governance?

General Information About Turkcell

What is Corporate Governance?

Corporate governance is the mechanism through which the managers control is monitored and held to fairly enhancing corporate profit and shareholder gain (Ira Millstein) Good Corporate Governance is shared responsibility. It is an essential element for sustainable growth in a market economy Good corporate governance is important, because the bigger the companies are the harder they fall, the more they hurt

General Information About Turkcell

A World Company

Mission and Strategic Priorities Turkcells Values

Executive Officers

A World Company
Started to operate in February, 1994 Signed a 25-year GSM license contract in 1998 33.5 million subscribers as of December 2010 Market leader for 16 years Shares have been trading on ISE and NYSE since 2000

Vision
To ease and enrich the lives of our customers with communication and technology solutions

Strategic Priorities
To maintain our market and technological leadership while retaining our competitive advantage To increase our customers' satisfaction and loyalty through improving our customers' experience To maintain growth through new investments and business models

Values
Customers come first An agile team

Promote open communication

Passionate for making a difference

Value people

Shareholder Structure

Executive Officers

Turkcell is managed by the Corporate Executive Team with the guidance of the Board of Directors. Corporate Executive Team of Turkcell do not have a fixed term of office. The members of Corporate Executive Team are as follows. Sreyya Ciliv CEO Sreyya Ciliv is the CEO of Turkcell since January 2007. Before joining to Turkcell, he held executive positions in Microsoft Corporation.

Executive Officers
Serkan Okandan - Chief Financial Officer lter Terziolu - Chief Network Operations Officer Cenk Bayrakdar - Chief Product and Service Management Officer Meltem Kalender ztrk Chief Human Resources Officer

COMPLIANCE WITH CORPORATE GOVERNANCE PRINICPLES REPORT 2009

SECTIONS
I. Shareholders II. Public Disclosures and Transparency III. Stakeholders IV. Board of directors

I.Shareholders
-Shareholders Relations Department Existed since the initial public offering Organize the relations with the investors -Investor and International Media Relations Department Functions under the Executive Officer Regular meetings with analysts and investors to share developments

Shareholders(Contd)
-Investor and International Media Relations Department Monitors disclosures in accordance with Turkcells Disclosure Policy -timely, accurate, complete, understandable and equal manner! Disclosure Committee and Disclosure Team

Shareholders(Contd)
2-Use of Right of Gaining Information of the Shareholders -Detailed information available: www.turkcell.com.tr

-Distrubuted by e-mail to addresses

Shareholders(Contd)
3-Information on the General Assembly of Shareholders Disclosures are made when BoD take a decision The participants are:
Shareholders and their representatives The Board of Directors Statutory auditors CEO and Deputy Executive Officer Staff organizing the General Assembly

Shareholders(Contd)
Invitation is published in Turkish Trade Registry Newspaper and national newspapers

Chance of asking questions directly to the executive officers.

Shareholders(Contd)
4-Voting Rights and Minority Rights No privileged shares in terms of decision making and voting rights Shareholders possesing more than 5% are represented, There is no mutual participation.

Shareholders(Contd)
5-Dividend Distribution Policy and Time of Dividend Distribution Dividend Policy is included in Corporate Governance Guidelines Dividends are paid in accordance with operational performance, financial condition and other factors. Since 2004 distributed at least 50% of net profits per fiscal year Dividend Distribution Policy is published in annual report and the website.

Shareholders(Contd)
6-Transfer of Shares No limitation in the Articles of Association But Provision Article 5, paragraph C, sentence 4 of Authorizing Regulations Relating to Electronic Communication Sector states how share transfers occur.

II. Public Disclosure and Transparency

1-Company Disclosure Policy Prepared in the Ordinary General Assembly held in 2005 and presented to all shareholders. Public disclosures are made in accordance with CMB, ISE, SEC, NYSE. Purpose is to ensure an active and transparent communication.

II. Public Disclosure and Transparency

2-Public Disclosures Turkcell has made 59 disclosures until 2009 Responsible department is the Investor and International Media Relations Division. All disclosures are made both in English and Turkish for all investors all over the world.

II. Public Disclosure and Transparency

5-Disclosure on Insider Traders Stated in the Disclosure Policy Employees are porhibited from selling/buying Turkcell Securities during the blackout period. Employees who have access to inside information are prohibited regardless of the time period. The list of these employees are prepared and given to CMB and Turkcell management.

III. Stakeholders
1-Informing the Stakeholders and Participation of Stakeholders in Management Turkcell informs its shareholders about company policies and procedures. Staff Communication Meetings Supplier Day for supply chain Business Partner Day for the firms Turkcell works with in value-added activities.

III. Stakeholders(Contd)
2-Human Resource Policy Employees are internal customers Aim is to recruit and retain new talents Be the most preffered company in sector. Turkcell Academy seeks to develop human resources. Surveys for monitoring employee satisfaction and loyalty.

III. Stakeholders(Contd)
3- Social Responsibility Turkeys Turkcell The Snowdrops (Kardelenler) started in 2000 75% of illiterate people were women First year 5000 female students were awarded scholarships In 2007 , 10,000 female students and so far, 20,000 students were provided scholarships

III. Stakeholders(Contd)
The Bridge of Hearts Project Carried out with Ministry of Education in 2008 Thousands of students learn more about their country, and be a self-confident individual. More than 10,000 students participated in 2years of time

III. Stakeholders(Contd)
Under Those Running To the Future Conducted in conjuction with Youth and Sports Directorate Turkcell supported 180 talented athletes aged between 12-16 in different sports A United Nations project, Aims to provide special training to young and talented athletes.

III. Stakeholders(Contd)
-Other sponsorships : Sponsor of Marsel lhan Turkcell Super League between 2005-2010 International Film Festival By IKSV !F Istanbul Independent Films Festival

SECTION 4 BOARD OF DIRECTORS

4.1 Structure and Creation of the Board of Directors and Independent Members The Board of Directors consist of the following members Colin J. Williams-Chairman, Independent member Mehmet Blent Ergin Glsn Nazl Karamehmet Williams Oleg Malis Alexey Khudyakov Tero Erkki Kivisaari Karin Eliasson

4.2 Qualifications of the Members of the Board of Directors

Reviews the skills and specialties

Attend at least 75%of meetings

Develops and supervises an orientation program

4.3 Risk Management and Internal Control Mechanisms

Risk Management Internal Audit Business Continuity Management Information Security Management Internal Fraud Management

4.4 Authority and Responsibilities of the Members of the Board of Directors and Executives
The Board is fully authorized to carry out the affairs of the Company and Management of Company assets and the activities relating to the Company pupose and subject matter other than those that have to be solely carried out by the Generally Assembly.

4.5 Activities of the Board of Directors

The following guiding principles will be followed by Turkcell company: Turkcell Board Responsibilities Board Composition Board Operations Board Committees Board Compensation

4.6 Prohibition on Carrying out Transactions with the Company and Prohibition on Competition
The primary activities of the Board of Directors are; Building the vision of the Company, approving of local and international business strategies and determining short- and long-term goals; Approving the Company's annual budget and business plans and its revisions; Monitoring the strategic and financial performance of the Company and ensuring that corrective measures are carried out as necessary;

 Controlling the Company's annual material expenditures which are not stated in the annual operating plan; Consistent with applicable law and rules, approving quarterly financial results, the audit report and amendments to the accounting policies previously adopted by the Company or any material change in the method or timing of reporting of the financial results; Consistent with applicable law and rules, overseeing the preparation of the annual report and finalizing the same for presentation at the General Assembly of Shareholders

4.7 Code of Ethics

Conflict of Interest Protection and Proper Use of the Company Assets Principles for Public Disclosure Compliance with Laws, Rules and Regulations Working Principles

4.8 Number, Structure and Independence of the Committees Established on the Board of Directors
Audit Committee & Corporate Governance Committee - advice and make recommendations to the Board of Directors - has charters specifying working principals

4.9 Financial Rights Provided to the Board of Directors

Attendence fees are paid to the members of the Board of Directors No loans

Questions??

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