Board size
The average size of BIST 30 boards is 8.3 members, slightly higher than the 8.1 recorded in 2023. Longer-term, the average is significantly lower than the 9.8 reported in 2019.
Under Turkey’s Corporate Governance Principles, it is mandatory for boards to have at least five members. Among the BIST 30 companies analysed, board size ranges from eight directors (at Oyak Çimento, Hektaş Ticaret, and Pegasus) to 12 directors (Koç Holding, which last year maintained the joint largest board, again at 12).
The profile of executives on BIST 30 boards has changed during the past year, with fewer CEOs sitting on boards.
Executives on boards
|
2023 |
2024 |
| CEOs on the board |
57% |
38% |
| CFOs on the board |
0% |
3% |
| Companies with other executives on board |
22% |
38% |
| Average number of executive directors per board |
1.3 |
1.2 |
Independent directors
On average, BIST 30 companies have three independent directors per board (33%), unchanged from 2023. Among new directors appointed in the year under review, 40% were deemed independent, a proportion also unchanged from 2023 and indicative of a certain lack of movement year on year. That said, it is important to note that only 25% of new directors were independent in 2022, a low rate of renewal possibly due to the effects of the pandemic.
The highest share of independent directors (50%) is seen at Petkim, followed by Türkiye Şişe Cam, Emlak Konut, and Borusan (each at 43%). The lowest shares of independent directors are observed at Aselsan (14%) and Ford Otosan (18%).
The Corporate Governance Principles (CGP) state that at least one-third of directors should be independent, a requirement met by 69% of the companies in our sample. However, last year 82% of the companies under review met this requirement.
Executive directors
BIST 30 boards have on average, 1.2 executive directors per board.
Nine companies had no executive directors on their boards, compared with five last year. Three companies have three or more executive directors on their boards. Astor Enerji (67%) and Sasa (40%) have the most, each with four executive directors. Sasa was one of two companies reporting the highest number of executive directors last year.
CEOs on the board
A significant decline in the board presence of CEOs is apparent. In 2023 the CEO sat on 57% of the boards under review; this proportion has dropped markedly, to 38% in 2024.
The roles of chair and chief executive
Separating the roles of CEO and chairperson is widely regarded as governance best practice. Such a distinction strengthens the board’s independence from management, which helps to minimise the chances of a captured board. In Turkey, the Corporate Governance Principles (CGP) support this separation, and it is mandatory for companies to provide an explanation if the roles are combined.
A diligent lead independent director is able to oversee the performance of the board chair, acting as a versatile intermediary between the chair, the board, and stakeholders. This is especially useful when CEO and chair roles are combined, as it can help to mitigate potential conflicts of interest and to align incentives.
We note that two companies — Astor Enerji and Enka Inşaat — have merged the positions of CEO and chair. Collectively, they represent 6.6% of the sampled companies.
New directors
The BIST 30 boards have undergone a relatively strong rate of renewal in the 12 months to 31 May 2024, with 58 new members appointed, compared to 36 reported in our 2023 Board Index. Taking a longer-term perspective, a total of 50 directors were appointed during the 12 months prior to 31 May 2019.
23% of the NEDs appointed in 2024 were women, rising from 19% in 2023. The number of female first-time NEDs has doubled from two in 2023 to four in 2024.
The average age of new directors is 54, compared to 57 for all board members.
The highest rate of new directors was observed in the industrial sector (61%); the lowest rates of new directors were within the education and BPS sectors (2%).
Age of board members
The average age of directors in the BIST 30 cohort is 57.4 years. Seven of the BIST 30 boards have no members under the age of 50. Petkim records the youngest board, all of whose members are younger than 50. It is followed by the boards of Enka (60% under the age of 50, on average) and Erdemir (56% under the age of 50).
Female representation by role
|
2023 |
2024 |
| Average age |
58.5 |
57.4 |
| All chairs |
58.7 |
60.5 |
| All non-executive chairs |
60.2 |
63 |
| All NEDs (excluding chairs) |
59.2 |
57.7 |
| All NEDs (including chairs |
59.3 |
58.2 |
| Women NEDs |
58.9 |
54.9 |
| Male NEDs |
59.2 |
59.2 |
| New NEDs |
52.3 |
54.2 |
| All CEOs |
55.6 |
57.4 |
Length of service
Tenure among female NEDs is generally longer than among their male counterparts. However, as at our 31 May 2024 cut-off date, 27% of women board members have served less than one year.
Non-executive tenure (years)
|
Years |
| All chairs |
11.5 |
| NEDs (including chairs) |
6.1 |
| NEDs (excluding chairs) |
5.4 |
| Women NEDs |
5.7 |
| Men NEDs |
5.3 |
| CEO (tenure in role) |
5.3 |
| CEO (tenure on board) |
6.5 |
| Women (all) |
6.5 |