In the Board of Directors Meeting of our Company dated 01.03.2016;

It has been unanimously decided that, the remuneration policy of our Company will be submitted to the attention of shareholders as stated below at the Ordinary General Meeting of 2015.

“Migros’ remuneration policy defines the remuneration system and procedure applicable to the Board Members and senior executives of the Company within the scope of those who have administrative responsibility under the relevant regulations. The rules set forth in capital markets legislation must be complied with in regard to the remuneration of senior executives and board members.

1. Members of the Board of Directors


Remuneration for the Board of Directors is determined by the shareholders during the General Assembly Meeting by taking into consideration the provisions of the Articles of Association of the Company. Pursuant to the resolution passed during the Ordinary General Assembly Meeting for 2014, Independent Board Members were paid a gross salary of TL 20,000 for every meeting at which they were present, while the other board members were not paid a monthly salary. Stock options or payment plans based on the performance of the Company shall not be used while determining the salaries of the independent board members. In terms of the determination of the payment amount and payment type, it is possible to implement different payment schemes among board members, in accordance with the rules determined by the General Assembly.

If a Board Member is also employed as a senior executive in the Company at the same time, it is possible for such person to be paid a fixed salary and bonus payments in accordance with the remuneration policies for senior management.

2. Senior Management


Remuneration for senior management is composed of two components consisting of a fixed salary and a performance based bonus.

The fixed salaries for senior management shall be determined in compliance with international standards and legal obligations while taking into consideration factors such as the macroeconomic data in the market, salary policies applicable in the market, the size of the company and its long-term goals as well as the position of the relevant person.

The bonuses for senior management are calculated based on a bonus base, company performance and individual performance. Information on the criteria is summarized below:
  • Bonus Base: bonus bases are updated annually and vary depending on the size of the job required from the managerial position. The senior management bonus policies in the market will be taken into consideration in updating the bonus bases.
  • Company Performance: Company performance is calculated at the end of the year by measuring the financial (company’s consolidated turnover, company’s consolidated EBITDA, company’s consolidated net cash, etc) goals, which were set for the Company at the beginning of each year. The company’s targets shall be determined in line with the annual budget.
  • Individual Performance: Balanced scorecard methodology is used to define individual performance. Executive Management individual scorecards take into consideration various goals set in terms of Financial, Operational, Technological Innovation, Customer, and Employee related aspects.
In accordance with legislation, at the end of the year, shareholders are informed of the total amount of remuneration, which was determined according to above principles and paid to senior executives. The amounts pertaining thereto are included in the footnotes for the financial statements concerning the annual financial results of the relevant year.”
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