Corporate Governance

BOSSA T.A.Ş.
CORPORATE GOVERNANCE PRINCIPLES

1. Declaration of Compliance with Corporate Governance Principles
Bossa Ticaret ve Sanayi İşletmeleri T. A. Ş. (Bossa Trading and Industrial Enterprises Inc.), hereafter referred to as the Company, complies with and implements the Corporate Governance Principles published by the Capital Market Board (CMB).

SECTION I - SHAREHOLDERS
2. Shareholder Relations Department
The Company has a department for shareholders / investors relations. Under the supervision of Mr. Sencer Doğru is in charge of this department. Contact information is listed below.

NAME Fatma Kıvılcım İlikçi
PHONE +90 (322) 355 20 00 +90 (322) 346 75 54

NAME Sencer Doğru
PHONE +90 (322) 355 21 10
​E-MAİL +90 (322) 355 21 10

The department is responsible for the management of relations with shareholders. In the course of 2012, the Department has been involved in one stock transfer transaction upon requests from domestic investors, responded to almost 100 questions from shareholders via email or telephone and replied to applications from brokerage institutions and research companies for the purpose of informing shareholders.


3. Shareholders’ Right to Obtain Information
In 2012, the Shareholders Department responded to almost 100 requests for information from shareholders via email or telephone. For this purpose, information relevant to shareholders was posted on the www.bossa.com website within the mandatory posting periods.
In its Articles of Association the Company has not made allowance for the right to appoint a private auditor and shareholders did not make any request for such an appointment in 2012.

4. Information Regarding the Shareholders Meeting
In 2012, one Ordinary Shareholders Meeting was held on August 29th, 2012. Shareholders representing 90 % of the stocks attended Ordinary Shareholders meeting. Invitation to the meeting was based on the provisions in the articles of association and the provisions in Turkish Commercial Code (TTK). An audited activity report including the figures from 2011 was presented for the review of the shareholders in the Company's general headquarters 21 days prior to the date of the Shareholders Meeting. Shareholders did make two recommendations and the presidium has accepted all two recommendations.
Decisions regarded as significant by TTK were submitted to the shareholders for approval during the Shareholders Meeting. Once the compliance of Corporate Governance Principles with the laws is achieved, all decisions regarded as significant by the amended laws, will be submitted to the shareholders for approval in the Shareholders Meeting. The minutes of the Shareholders Meeting have started to be published on Company's website at www.bossa.com in 2005.

5. Voting Rights and Minority Rights
There is no privileged voting right in the articles of association. No allowance has been made in our articles of association for multiple shares. No such allowance has been made on the grounds that multiple shares would disrupt the company's harmonious management structure given the present partnership percentages and the partnership structure.

6. Profit Distribution Policy and Profit Distribution Time
As required by Corporate Governance Principles, the Company has a profit distribution policy of distributing minimum 50 % of net distributable profit as dividends in cash.
This policy may be reviewed by the company’s board of directors every year in view of the possible changes in the national or global economic conditions and the status of the projects in the pipeline and availability of funds.
The date and mode of distribution of annual profits to partners shall be decided by the Shareholders Meeting upon recommendation from the Board of Directors, taking into consideration statutory time periods foreseen by the capital markets law and capital markets board communiqué.

7. Transfer of Shares
There is no impeding practice for the transfer of shares, the shareholders may freely transfer their shares nor is there any restrictive provision in the articles of association for the transfer of shares.

SECTION II - INFORMING THE PUBLIC AND TRANSPARENCY
8. Company Information Policy

The Company has an information policy. As required by this policy, third party independently audited financial statements and their footnotes from the 6th and 12th months and the non-independently audited financial statements and their footnotes from the 3rd and 9th months are publicized on the company website as well as via CMB and ISE (Istanbul Stock Exchange).

9. Disclosure Regarding Special Circumstances
In 2012, 30 special circumstance disclosure forms were drawn up. An additional disclosure was requested by ISE for only two of these. Our company has never been sanctioned for not providing disclosure for special circumstances.
Our company stocks are not traded on foreign stock exchanges.

10. Company Website and Content
Our company has a website. The address is www.bossa.com. Information contained in CMB Corporate Governance Principles Section II Article 1.11.5 is published on our company website, both in Turkish and English.

11. Disclosure of Real Person Shareholder(s) in a Dominating Position
In our company there is no real person stockholder in a dominating position.

12. Public Notification of Individuals in a Position to Obtain Insider Information
A list of individuals in a position to obtain insider information is on the activity report under the subheadings of personnel employed in upper management, supervisory board members and board of director members and the public is notified of such via the activity report.

SECTION III – STAKEHOLDERS AND INTERESTED PARTIES
13. Notification of Stakeholders and Interested Parties

Stakeholders and interested parties remain informed of studies about the company via statements released to the public in accordance with the relevant regulations.
Company employees are informed via meetings, seminars and training sessions relevant to their areas of expertise and interest, as well as via information sent over the internet. There is a portal for employees and provision has been made so that employees have access to all types of information and documentation that interests them via this portal.

14. Stakeholders and Interested Parties Participation in Management
Employee participation in management is achieved via periodic information meetings held within the Company (at least twice a year) and annual goal setting and performance evaluation meetings. Furthermore, employees give feedback to their colleagues and management via the 360 degree feedback mechanism and the results are considered in a variety of management meetings, resulting in the preparation of action plans to make the necessary adjustments. These approaches allow for the employee participation and contribution necessary for the effective management of the company.

15. Human Resources Policy
Our Company has Human Resources policies and main principles are follows;

Selects and employs its personnel through practices of contemporary recruitment methods from among appropriate new graduates suitable for jobs.
The company trains and improves inexperienced new personnel to ensure fulfillment of corporate needs, policies and culture.
Measures and evaluates employee performance systematically through principles of objectivity and fairness.
Defines, groups and lists tasks in relative order by means of contemporary work evaluation methods. Constitutes its wage management model by interpreting the outcome.
Practices internal selection and appointment for top and middle management positions.
Clearly defined plans and standards are followed on issues of recruitment, job rearrangements, rotation and promotion regarding company objectives and policies.
Aims to create an environment that enables mutual flow of information between management levels and staff.
Values personnel opinion and creates the suitable environment for participation. Ensures use of common wisdom in formulation of future plans and policies.
16. Information Regarding Relations with Customers and Suppliers
Our Company has always acknowledged the importance of customer relations since its area of activity involves the manufacturing, marketing and sales of goods. Our Company is competitive not only in terms of product quality but also service quality and responds to urgent customer demands on time. The 'Just in Time' and 'Fast Track' methods employed were tailored for customers that demand immediate availability, competitive prices, quality, superior customer service and rapid response.

17. Social Responsibility
The Company is sensitive to its social responsibilities. It complies with ethical regulations pertaining to the environment, consumers and public health and informs the public of its policies and investments in these areas. The Company has had Waste Water Treatment Facilities and transfers all waste to Hazardous Waste Incineration, Energy Generation Facilities and Recycling Facilities in accordance with it environmental awareness policy. The company has started to utilize ISO 14001 environmental protection management systems to its daily operations.
The Company has established Waste Water Treatment facilities in all its factories:

The Formal & Smart Casual wear production location has a treatment facility with a daily capacity of 6000 m3 of chemical and biological treatment unit which was completed and put into operations.
The Denim and Sportswear fabric factory is located in the Organized Industrial Area. At this facility waste is being transferred to Organized Industrial Area’s physical, chemical and biological waste treatment units after preliminary treatment.
The Shirt fabric factory has a treatment facility with physical and biological units and a daily capacity of 4000m3.
The Company demonstrates its concern for the environment by making the necessary applications for every new project it completes in compliance with the guidelines specified in the Environmental Impact Assessment (CED) Regulations.
The Company has never been litigated for any environmental issue.

SECTION IV - BOARD OF DIRECTORS
18. The Structure and Composition of the Board of Directors and Independent Members

The manager,non-manager and the independent members of the Board of Directors of our Company are:
CAN UĞURCAN KANTÜL – Chairman & CEO
İBRAHİM BÜLBÜL – Vice Chairman (Representative of Akkardan San. ve Tic. A.Ş.)
KADİR ÖZGEN – Independent Member
MEHMET MUMCUOĞLU – Independent Member
SERAP KANTÜL – Member
Av. EMRE SAKA – Member
TARIK EBUBEKİR – Member
In compliance with articles 395 and 396 of TTK, the members of our Board of Directors have been set at liberty by the Shareholders Meeting to perform tasks and transactions.

19. Qualifications of the Members of the Board of Directors
The qualifications required of members of our Company's Board of Directors correspond to the relevant articles in the CMB Corporate Governance Principles. The minimum qualifications required of members of the Board of Directors are not included in the articles of association.

20. Company's Mission, Vision and Strategic Goals
The Company has formulated a vision and a mission and has shared these with all of its employees. It has also made this available to the public via the internet at www.bossa.com
With the vision of “ Expectations are Our Business “; we constantly strive to value our shareholders and beneficiaries.
Value creation will be through right production and sales combination along with the mission of “ Dynamic Fashion Provider “.
At the end of the year, during the preparation of the budget for the following year, the Board of Directors and company managers set the strategic goals for the current period and for the next 3 years and ensure that the budgets are created based upon these fundamentals by discussing and approving them.
The Board of Directors meets regularly once every quarter and is directly informed of the status of the implementation of decisions via comparative activity reports it receives from company officials. With these reports it makes a comparative examination of not only the budget and activity for the current period, but also of the same periods in previous years and reviews the extent to which the goals have been achieved.

21. Risk Management and Internal Control Mechanism
The Board of Directors has formed a customer risk committee comprised primarily of shareholders that meets at specified times for the purpose of minimizing the impacts of risks that the company might be exposed to. Customer risks are analyzed in the committee meetings and implementation decisions are made for effective risk management.
An internal control mechanism has also been in existence from the day that the company was founded and with the formation of the Supervisory Committee, it is effectively fulfilling the tasks that the Board of Directors gives to it within the framework of the supervisory committee by-laws. The Supervisory Committee is composed of non-manager members of the Board of Directors.

22. The Powers and Responsibilities of Managers and Board of Director Members
The administrative rights and representative powers of the Company's Board of Directors are defined in the articles of association. The powers and responsibilities of administrators are not included in the Company's articles of association. However, the Company’s Board of Directors specifies the powers and responsibilities in question.

23. Fundamental Activities of the Board of Directors
During 2012, the Company's Board of Directors held a total of 40 meetings, 12 of which were face-to-face meetings and 52 of which were held with written approval in conjunction with the provisions of the articles of association and TTK. Apart from the primary agenda evaluating operational activity developments and activities of the last quarter, the agenda of the Company's Board of Directors meetings consists of discussions between the Chairman of the Board of Directors and the current members of the Board of Directors and the General Manager on priority issues. Once the meeting dates and agenda are determined, the General Secretary of the Financial Group prepares a file consisting of the reports related to the activities on the agenda and sends it to the Board of Director members along with a written letter of invitation and the agenda in order to enable them to perform the necessary review and examination.
No difference of opinion was expressed in opposition to the decisions made by the members of the Board of Directors in the meetings held in 2012.
When making decisions regarding issues contained in the CMB Corporate Governance Principles Section IV article 2.17.4, all of members of the Board of Directors excluding those that had an excuse actively participated in the meetings. Because the members of the Board of Directors had no questions regarding these issues, they were not entered in the record. Weighted voting rights and/or veto rights have not been granted to the members of the Board of Directors with regard to the decisions in question.

24. Non-Competition and Transacting Business with the Company
The members of the Company's Board of Directors did not conduct any business with the company during 2012 and were not involved in any competitive ventures regarding identical areas of activity.

25. Code of Ethics
The Company has a uniform written code of ethics. All employees have been informed about code of ethics through verbal and written seminars and through printed code of ethics booklets. Code-of-Ethic acceptance forms have been signed with all employees.

26. The Number, Structure and Independence of the Committees created on the Board of Directors
The Company's Board of Directors shall, from time to time, form committees consisting of different numbers and focusing on different issues for the purpose of properly fulfilling its duties and responsibilities. The committees shall act within their own authorities and responsibilities and make recommendations to the Board of Directors, which makes the final decision. The Supervisory Committee created subject to the Company's Board of Directors examines and reviews the auditing report prepared by independent auditing institutions to verify whether the periodic financial statements prepared by the Finance Department are accurate and truthful, and then submits the report to the Board of Directors for final approval. The members of the Supervisory Committee are chosen from among the non-manager members of the Board of Directors.
Depending on the company board of directors also established a corporate governance committee.
Due to the current membership structure of the committee, no conflict of interest occurred during 2012.

27. Financial Compensation Provided for the Board of Directors
Every type of compensation, benefit and payment to the members of the Company's Board of Directors are defined in the articles of association. The Shareholders Meeting determines the compensations and honorariums of the Chairman of the Board of Directors and its members.
During 2012, the Company did not loan money to any member of the Board of Directors, nor did it issue credit, extend the period for loans or credit already given, upgrade the conditions, nor did it issue credit as personal credit via a third party or provide guarantees such as surety on their behalf.