Board of Directors
Gamze Cizreli
Saruhan Tan
Barış Baygün
Avraam Alkaş
Ethem Kutucular
Yönetim Kurulu Komiteleri
Audit Committee
In accordance with the relevant decisions of the Board of Directors, the Audit Committee has been established in line with the Corporate Governance Principles attached to the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board and other relevant legislation.
The Audit Committee consists of the following members:
Ethem Kutucular – Committee Chairman (Member of the Board of Directors)
Avraam Alkaş – Committee Member (Member of the Board of Directors)
You can access the working principles of the Audit Committee via the link.
Corporate Governance Committee
The Corporate Governance Committee has been established in accordance with the provisions of the Corporate Governance Communiqué No. (II-17.1) of the Capital Markets Board and related legislation.
The Corporate Governance Committee consists of the following members:
Ethem Kutucular – Committee Chairman (Board Member)
Güzin Taşkın – Committee Member (non-Board Member)
Avraam Alkaş – Committee Member (Board Member)
Early Risk Detection Committee
The Early Risk Detection Committee has been established by the Board of Directors in accordance with the Corporate Governance Disclosure (II-17.1) of the Capital Markets Board and relevant legislation.
The Early Risk Detection Committee consists of the following members:
Avraam Alkaş – Committee Chair (Board Member)
Ethem Kutucular – Committee Member (Board Member)
Barış Baygün – Committee Member (Board Member)
You can access the working principles of the Early Risk Detection Committee via the link.
Üst Yönetim
Avni Altan Kosova
Devrim Çağlar Sönmeztürk
Tolga Terzi
Kamuran Volkan Gönenç
Duygu Başaran Çelik
Emine Öztürk
Articles of Association
| Article No. | Registration Date of Article Amendment | TTRG Date of Registration Decision | TTRG Issue Number of Registration Decision |
|---|---|---|---|
| 6 | 16/06/2023 | 16/06/2023 | 10854 |
*Latest version of the Articles of Association (Company’s Shareholders’ Agreement), along with the date and issue number of the Turkish Trade Registry Gazette in which the amendments were published
Company Policies
Dividend Distribution Policy
*Mandatory Corporate Governance Principle: 1.6. Dividend Rights 1.6.1. The company has a specific and consistent dividend distribution policy. This policy is submitted to the shareholders for approval at the general assembly meeting and publicly disclosed on the company’s corporate website.
Disclosure Policy
Remuneration Policy
* Mandatory Corporate Governance Principle: 4.6.2. The principles of remuneration for board members and executive officers with administrative responsibilities should be documented in writing and presented to shareholders as a separate item on the agenda of the general assembly meeting, allowing shareholders the opportunity to express their opinions on this matter. The remuneration policy prepared for this purpose is published on the company’s corporate website.
General Assembly Internal Directive
Donation and Aid Policy
| I. Purpose and Scope |
| The Donation and Aid Policy (“Policy”) regulates the principles regarding donations and aid that may be carried out by the Company. |
| The purpose of the Donation and Aid Policy is to fulfill social responsibilities, raise awareness of social responsibility, meet social and societal needs, provide public benefit, and encourage public benefit activities through donations. |
| The Policy has been prepared within the framework of the relevant provisions of the Capital Markets Law No. 6362 (“CML”) and the Turkish Commercial Code No. 6102 (“TCC”). |
| II. Authority and Responsibility |
| The Donation and Aid Policy has been established by the Board of Directors and is submitted for approval by shareholders as a separate item on the agenda of the Company’s general assembly meeting. The monitoring, supervision, development, and necessary updating of the Company’s Donation and Aid Policy fall under the authority and responsibility of the Board of Directors. Any amendments to the Donation and Aid Policy are submitted to the shareholders for approval at the general assembly meeting following a recommendation by the Board of Directors and are published on the Company’s website (www.bigchefs.com.tr). |
| III. Principles Regarding Donations and Aid |
| Article 3 of the Company’s Articles of Association contains the provision that, “To make donations in kind and/or cash to public or private legal entities and all kinds of institutions, organizations, foundations, and associations, institutions established for social purposes and similar organizations, as well as other activities that are in the public interest or considered beneficial by the Company, within the framework of the principles set forth in the capital markets legislation and the Turkish Commercial Code, provided that the upper limit of such donations is determined by the General Assembly, that it does not constitute a violation of the CMB’s regulations on concealed transfer of profits, and that donations made during the year are disclosed to shareholders at the General Assembly. The upper limit for donations to be made is determined by the General Assembly, and donations exceeding this limit shall not be made; donations made shall be added to the distributable profit base. The Capital Markets Board has the authority to impose an upper limit on the amount of donations to be made.”. |
| The Company’s ability to provide donations is enabled by the above provision of the Articles of Association, and it is stated that the limits for donations to be made shall be determined by the General Assembly. The Company shall refrain from making donations and contributions that would lead to a deviation from the principle of protecting the rights of shareholders. However, within the framework of social responsibility, provided that they comply with the provisions of capital markets legislation, particularly the regulations of the Capital Markets Board (CMB) regarding the prohibition of concealed profit transfers, and with the Company’s policies and practices, donations and aid considered appropriate by the Board of Directors shall be made in a manner that does not interfere with the Company’s purpose and scope and remains within the donation limit determined by the General Assembly for the relevant fiscal year. Donations and aid to any legal or natural person may be made in cash or in kind. |
| Donations and payments to be carried out by the Company within the framework of the above provision of the Articles of Association shall be disclosed to the public if they constitute insider information within the framework of the CMB’s regulations on the disclosure of special circumstances to the public. Information on the total amount of all donations and aid provided during the relevant period shall be provided to the shareholders at the general assembly meeting as a separate item on the agenda. |
Information Security Policy
Board of Directors
Gamze Cizreli
Saruhan Tan
Barış Baygün
Avraam Alkaş
Ethem Kutucular
Board Committees
Board Committees
Audit Committee
In accordance with the relevant decisions of the Board of Directors, the Audit Committee has been established in line with the Corporate Governance Principles attached to the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board and other relevant legislation.
The Audit Committee consists of the following members:
Ethem Kutucular – Committee Chairman (Member of the Board of Directors)
Avraam Alkaş – Committee Member (Member of the Board of Directors)
You can access the working principles of the Audit Committee via the link.
Corporate Governance Committee
The Corporate Governance Committee has been established in accordance with the provisions of the Corporate Governance Communiqué No. (II-17.1) of the Capital Markets Board and related legislation.
The Corporate Governance Committee consists of the following members:
Ethem Kutucular – Committee Chairman (Board Member)
Güzin Taşkın – Committee Member (non-Board Member)
Avraam Alkaş – Committee Member (Board Member)
Early Risk Detection Committee
The Early Risk Detection Committee has been established by the Board of Directors in accordance with the Corporate Governance Disclosure (II-17.1) of the Capital Markets Board and relevant legislation.
The Early Risk Detection Committee consists of the following members:
Avraam Alkaş – Committee Chair (Board Member)
Ethem Kutucular – Committee Member (Board Member)
Barış Baygün – Committee Member (Board Member)
You can access the working principles of the Early Risk Detection Committee via the link.
Executive Management
Avni Altan Kosova
Devrim Çağlar Sönmeztürk
Tolga Terzi
Kamuran Volkan Gönenç
Duygu Başaran Çelik
Emine Öztürk
Articles of Association (AoA)
Articles of Association
| Article No. | Registration Date of Article Amendment | TTRG Date of Registration Decision | TTRG Issue Number of Registration Decision |
|---|---|---|---|
| 6 | 16/06/2023 | 16/06/2023 | 10854 |
*Latest version of the Articles of Association (Company’s Shareholders’ Agreement), along with the date and issue number of the Turkish Trade Registry Gazette in which the amendments were published
General Assembly
2025
04.12.2025
2024
Company Policies
Dividend Distribution Policy
*Mandatory Corporate Governance Principle: 1.6. Dividend Rights 1.6.1. The company has a specific and consistent dividend distribution policy. This policy is submitted to the shareholders for approval at the general assembly meeting and publicly disclosed on the company’s corporate website.
Disclosure Policy
Remuneration Policy
* Mandatory Corporate Governance Principle: 4.6.2. The principles of remuneration for board members and executive officers with administrative responsibilities should be documented in writing and presented to shareholders as a separate item on the agenda of the general assembly meeting, allowing shareholders the opportunity to express their opinions on this matter. The remuneration policy prepared for this purpose is published on the company’s corporate website.
General Assembly Internal Directive
Donation and Aid Policy
| I. Purpose and Scope |
| The Donation and Aid Policy (“Policy”) regulates the principles regarding donations and aid that may be carried out by the Company. |
| The purpose of the Donation and Aid Policy is to fulfill social responsibilities, raise awareness of social responsibility, meet social and societal needs, provide public benefit, and encourage public benefit activities through donations. |
| The Policy has been prepared within the framework of the relevant provisions of the Capital Markets Law No. 6362 (“CML”) and the Turkish Commercial Code No. 6102 (“TCC”). |
| II. Authority and Responsibility |
| The Donation and Aid Policy has been established by the Board of Directors and is submitted for approval by shareholders as a separate item on the agenda of the Company’s general assembly meeting. The monitoring, supervision, development, and necessary updating of the Company’s Donation and Aid Policy fall under the authority and responsibility of the Board of Directors. Any amendments to the Donation and Aid Policy are submitted to the shareholders for approval at the general assembly meeting following a recommendation by the Board of Directors and are published on the Company’s website (www.bigchefs.com.tr). |
| III. Principles Regarding Donations and Aid |
| Article 3 of the Company’s Articles of Association contains the provision that, “To make donations in kind and/or cash to public or private legal entities and all kinds of institutions, organizations, foundations, and associations, institutions established for social purposes and similar organizations, as well as other activities that are in the public interest or considered beneficial by the Company, within the framework of the principles set forth in the capital markets legislation and the Turkish Commercial Code, provided that the upper limit of such donations is determined by the General Assembly, that it does not constitute a violation of the CMB’s regulations on concealed transfer of profits, and that donations made during the year are disclosed to shareholders at the General Assembly. The upper limit for donations to be made is determined by the General Assembly, and donations exceeding this limit shall not be made; donations made shall be added to the distributable profit base. The Capital Markets Board has the authority to impose an upper limit on the amount of donations to be made.”. |
| The Company’s ability to provide donations is enabled by the above provision of the Articles of Association, and it is stated that the limits for donations to be made shall be determined by the General Assembly. The Company shall refrain from making donations and contributions that would lead to a deviation from the principle of protecting the rights of shareholders. However, within the framework of social responsibility, provided that they comply with the provisions of capital markets legislation, particularly the regulations of the Capital Markets Board (CMB) regarding the prohibition of concealed profit transfers, and with the Company’s policies and practices, donations and aid considered appropriate by the Board of Directors shall be made in a manner that does not interfere with the Company’s purpose and scope and remains within the donation limit determined by the General Assembly for the relevant fiscal year. Donations and aid to any legal or natural person may be made in cash or in kind. |
| Donations and payments to be carried out by the Company within the framework of the above provision of the Articles of Association shall be disclosed to the public if they constitute insider information within the framework of the CMB’s regulations on the disclosure of special circumstances to the public. Information on the total amount of all donations and aid provided during the relevant period shall be provided to the shareholders at the general assembly meeting as a separate item on the agenda. |
