Board meetings
All the BIST 30 companies provide information detailing the total count of decisions made and the minimum number of mandatory meetings. Typically, BIST 30 companies present data relating to director involvement in a general sense, rather than on an individual basis.
The average number of meetings for a BIST 30 board is 23.5, an increase over the average of 21.9 scheduled meetings in the previous year. Twenty-one companies convened 22 times or fewer. Seven companies convened 34 times or more.
Turkish public companies are required under the country’s Corporate Governance Prnciples (CGP) to establish an audit committee, a corporate governance committee, and early detection of risk committee.
The number of meetings held by BIST 30 companies varies greatly. Türk Hava Yolları recorded the most meetings (90), followed by Emlak Konut (67). On the other hand, Petkim and Borusan have only met twice.
The average meeting attendance for BIST 30 companies is 97%.
Committees
BIST 30 boards maintain an average of four committees each. This year, the number of companies with five or more committees has risen slightly; six companies exceed the average. Banks have the highest number of committees. For instance, Iş Bankası has 11 and Garanti has 9 committees.
The aggregate number of committees across all BIST 30 companies has not changed since 2019.
Turkish public companies are required to establish an audit committee, a corporate governance committee, and an early detection of risk committee. The formation of a compensation and nomination committee is not mandatory, as the corporate governance committee often performs these duties.
In practice, few companies choose to establish separate nomination and/or remuneration committee(s). Additional committees include credit (typically at banks), and, on rare occasions, a committee for corporate social responsibility, sustainability and ethics.
Audit committee
The audit committees of BIST 30 boards meet on average 8.3 times through the year. 22% of audit committees are led by female chairs, down from 18.5% in 2023.
Nomination committee
50% of nomination committees are led by female chairs.
Remuneration committee
25% of remuneration committees are led by female chairs. There has been an increase in the number of female chairs compared to the previous year.
Risk committee
All the BIST 30 companies maintain a risk management committee, which meets 5.7 times on average, unchanged from last year.
Sustainability committee
Only 21% of the BIST 30 boards maintain a sustainability committee. In the 12 months to 31 May 2024, these committees convened 2.5 times on average, significantly less frequently than the average of six meetings reported in the 2023 Board Index.
Remuneration
All fee data in this section refers to gross fees.
The level of disclosure around the remuneration of board directors in Turkey
remains opaque. Details relating to individual remuneration, committee fees, and attendance fees are largely unavailable.
The average fee for non-executive directors in Turkey has decreased from TRY 753,694 (€ 20,263 ) reported last year, to TRY 1,513,588 (€43,245). It should also be noted that during the inflationary period, the Turkish lira has been losing significant value, meaning that remuneration increased in Turkish lira but declined in Euro equivalents.
The average fee for chairs is TRY 1,291,667 (€34,726) and the average fee for NEDs is TRY 1,513,588 (€40,692).
The companies Alarko Holding, Pegasus, Hektaş, and Oyak Cimento only paid fees to independent board members.
The companies Astor Enerji, Borusan Birleşik Boru, and Ereğli Demir ve Çelik paid their independent board members more than their other directors.