Turkey’s 1st Investor Relations Awards Selection Panel 2009 Terms of Reference.

Turkey’s 1st Investor Relations Awards Selection Panel (‘irA Selection Panel’) is constituted by Acclaro in consultation with international and domestic market participants. The panel’s main objective is to ensure an insightful and objective evaluation of the short listed candidates for the Turkish Investor Relations Awards and make the final decision on the winners in each category.

The criteria against which the Awards are given takes into account whether or not the candidate has shown:

• Exceptional performance in providing direction and clarity on the company’s written and online communications to stakeholders.
• Exceptional communication of corporate governance practices to fulfil all legal and regulatory responsibilities above established compliance, and norms.
• Contributions to significant improvements in the field of Investor Relations, and communication of Corporate Governance and disclosure.
• Professionalism and integrity of the Management and Investor Relations team, in particular in difficult situations (for individuals).

The Selection Panel may decide not to give awards to any of the short listed candidates if they do not meet the criteria. The Selection Panel may meet by teleconference or by email at intervals throughout the evaluation period and will meet physically once on 15th May 2009 to make the final decision.

Organiser
The organiser of the 2009 irA is Acclaro. The organiser may invite co-organisers for subsequent Investor Relations Awards in future years.

Composition
The Selection Panel 2009 consists of seven members, and one moderator appointed by the organiser. The Moderator of the Selection Panel chairs the meetings. The Moderator provides information and support to the Selection Panel but does not participate in the Panel’s decision-making process. All award decisions will be taken by consensus.

The quorum for meetings is 2/3rd of the total number of members. The members of the 2009 Selection Panel are invited by Acclaro, the organiser of the 2009 Turkey Investor Relations Awards.

Nomination Committee
Selection Panel establishes a Nomination Committee consisting of unaffiliated members (not being an employee, a substantial shareholder or a manager of a potential candidate) and the Moderator. The responsibility of the Nomination Committee is to nominate candidates for the following year’s Selection Panel. Each year’s selection panel will be appointed from the candidates nominated by the nomination committee by Acclaro in conjunction with any future co-organisers.

No member can be nominated more than 3 years.

Conflicts of interest
Members of the Selection Panel must disclose all potential conflicts of interest arising through business or other relationships to the Selection Panel as soon as he or she becomes aware of the interest or ought reasonably to have become aware of the interest.

Any disclosed conflicts of interest are reported to the Selection Panel which decides whether the member is considered to be conflicted. Whenever a Selection Panel member has a business or other relationship relating to a matter to be discussed at a meeting, particularly in relation to the review of shortlisted candidates, he or she must:

A) declare an interest before the Panel starts the evaluation process.
B) withdraw from that part of the meeting unless expressly invited to remain;
C) not be counted in the quorum for that part of the meeting; and
D) excluded from decision making on the Award which the conflict is related to.

Confidentiality
Members of the Selection Panel shall keep the discussions, deliberations, correspondence, minutes and other communications of the Selection Panel in strict confidence. No member of the Selection Panel shall reveal or disclose any information concerning these matters.

Terms of Reference (TOR)
The Selection Panel manages its own TOR subject to the approval of the Organisers.

Contact
For more information about the 2009 Turkey 1st Investor Relations Awards Selection Panel please contact:
Mr. Charles Ross, Managing Director, Acclaro:

Charles Ross.
Charles.ross@irawards.eu
M : +44 (0) 7 976 972362
P : +44 (0) 20 3174 0025

Drafted by Dr. Melsa Ararat, Sabanci University, Corporate Governance Forum (16th April 2009) and approved by Acclaro.