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Diversity Policy For The Board Of Directors


This Policy has been adopted to ensure professionals with different backgrounds, knowledge, experience and qualifications are appointed to the Board of Directors of Sabancı Holding by encouraging diversity and inclusiveness in the nomination process of Board members, with the ultimate purpose of serving to create a more effective structure of Board of Directors and thereby increase the Company's performance.

Sabancı Group acknowledges that promoting diversity and inclusion at all levels of management and employment, particularly the Board of Directors, will enhance Company performance. The nomination process for Sabancı Holding's Board of Directors is carried out in accordance with the Turkish Commercial Code, the Capital Markets Law and other relevant regulations, particularly the provisions set forth in the Company's Articles of Association.

In the process of nominating candidates for the Board of Directors, the Company's culture, its areas of investment and business lines, financial size and strategic goals are taken into consideration and candidates who have the knowledge, experience and competence required for the task and who have the qualifications to protect the interests of all stakeholders are determined.

These candidates are selected from among those who have gained professional experience at national and international level in the sectors in which Sabancı Holding operates or strategically prioritized. In addition to industry experience, the candidate pool includes technical and strategic experience such as audit experience, risk management and digital technologies.

Diversity and inclusion are also prioritized in the process of nominating Board member candidates. It is aimed to ensure diversity in the Board of Directors in terms of age, race, nationality, country of origin, ethnicity, language, disability, political and religious beliefs, sect, gender identity and gender, cultural background and professional experience. Inclusiveness in the composition of the Board of Directors is encouraged, taking into account the aforementioned factors. Within this framework, Sabancı Holding aims to keep the ratio of female members in the Board of Directors at least 30%.

In the nomination process, candidates are not asked for information about these elements, unless it is declared by the candidates themselves so as to comply with the law and/or respect individual privacy and confidentiality. However, a pool of candidates is formed in a way to ensure maximum diversity among the persons known or learned on the basis of these elements based on declaration made with their own free will. All kinds of personal data received from candidates are kept within the framework of the relevant legal obligations.

The Corporate Governance, Nomination and Remuneration Committee is authorized to identify and recommend candidates to the Board of Directors. If the Committee deems necessary and appropriate, it may receive consultancy and support from an independent organization to identify candidates who meet the criteria it has determined. It is essential that such independent organization proposes a pool of candidates according to the principles set out in this Diversity Policy.

The Board of Directors also incorporates independent members who are capable of performing their duties without fear or favour. Independent members shall constitute at least one third of the total number of members in the Board of Directors. To be nominated, independent members must meet the criteria of independence set out by the Capital Markets Board in the regulations thereof with respect to corporate governance.

In order to make the most effective use of different competencies, the newly appointed independent Board members are subjected to an orientation program. The orientation program aims to ensure that the independent Board members, especially those appointed for the first time, adapt to Sabancı Holding and the Group culture and the functioning of the Company and the Board of Directors in a faster and more effective manner.

SirA Sira