Board Structure


The Structure and Composition of the Board of Directors and Independent Members


A. Mücahid Ören

Chairman of The Board (Executive Member)

Zeki Celep

Deputy Chairman of the Board of Directors and Board Member Responsible for Construction (Executive Member)

Abdullah Tuğcu

Board Member Responsible for Financial Affairs and Accounting (Executive Member)

Abdurrahman Gök

Board Member Responsible for Legal Affairs (Executive Member)

Mahmut Kemal Aydın

Board Member (Executive Member)

Sedat Kurucan

Board Member (Non-Executive Member)

Bülent Gençer

Board Member (Non-Executive Member)

Necmi Özer

Board Member  (Independent Member) and Chairman of Audit Committee

Resul İzmirli

Board Member (Independent Member), Chairman of Risk Management Committee and Member of Audit Committee

Salman Çiftçi

Board Member (Independent Member) and Chairman of Corporate Governance Committee 

İsmail Cengiz

Board Member (Independent Member), Member of Corporate Governance Committee and Member of Risk Management Committee 

The Board of Directors is composed of eleven members: four executive, three non-executive and four independent members.

Accordingly, more than half (six members) of the Board is composed of non-executive members and one third (four members) of the board is composed of independent members. Salman Çiftci, İsmail Cengiz, Resul İzmirli ve Necmi Özer have declared that they (in person, spouses or relatives to the third degree) have not been involved with any subsidiary or group company under İhlas Holding A.Ş. in position where they have a direct or indirect interest. They have also declared that they have not taken part in the independent auditing process in the past two years.


Authorities and Responsibilities of the Board Members and Company Executives

The authorities and responsibilities of the board members and company executives are identified through laws and regulations, rules of ethics, and Company procedures. No provisions are included in the Company’s Articles of Association in this respect.

The responsibility for the administration and representation of the Company lies with the Board of Directors. All documents to be submitted and all agreements to be made by the Company shall only be legally sufficient under the official corporate name and signed by a person authorized to bind the Company.  Ahmet Mücahid Ören with their several and individual signatures; and any two of Abdullah Tuğcu, Abdurrahman Gök, Zeki Celep and Mahmut Kemal Aydın with their joint signatures are authorized to represent and bind the Company.

Company executives perform their duties correctly and transparently, and are accountable and responsible for their performance. Executives comply with laws and regulations, the Company’s Articles of Association, and Company rules and policies in the performance of their duties, and inform the Board of Directors accordingly.

Structure and Independence of the Committees established by the Board of Directors

An audit committee and a corporate governance committee have been set up in line with the company principles. Each committee comprises two people; an independent chairman and an independent member.

Distribution and qualifications of committee members are as follows:

Audit Committee Chairman: Necmi Özer (Professional Manager; Independent Member)

Audit Committee Member: Resul İzmirli (Professional Manager; Independent Member)

Corporate Governance Committee Chairman: Salman Çiftci (Professional Manager; Independent Member)

Corporate Governance Committee Member: İsmail Cengiz (Professional Manager; Independent Member)

Corporate Governance Committee Member: H. Alev Volkan (Investor Relations Manager)

Risk Management Committee Chairman: Resul İzmirli (Professional Manager; Independent Member)

Risk Management Committee Member: İsmail Cengiz (Professional Manager; Independent Member) 

Principles for the Activities of the Board of Directors

The agenda for the Board of Directors meeting is identified upon the requests of Company management and committees; with the request made by managers for a meeting in situations where a Board of Directors resolution is required for Company operations, and whenever required by current events during the concerned period. The Board of Directors convenes at least once each month.

The Board of Directors Secretariat is authorized to organize and announce the Board of Directors’ meeting agenda and serve notices for the call to meetings; to inform the Board of Directors members and to draw up all documents related to the Board of Directors. Ahmet Çalışkan acts as the Secretary for the Board of Directors. Board members are invited to attend meetings by the Board of Directors Secretariat via e-mail or telephone, informing Board members of the venue, date and time of the meeting.


ID : 1397551929910332, Update : 10.08.2017 10:53:37, Click : 1626
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