Corporate Governance
TME Directors’ Obligations - Legal Memo
Audit Committee - Terms of Reference
Corporate Governance Committee - Terms of Reference
 

Trader Media East Limited ("TME" or the "Company") strives to apply the highest international standards of corporate governance to protect and enhance the value created for all stakeholders in the business.

The Combined Code of Corporate Governance sets out certain corporate governance recommendations in relation to public limited companies incorporated in England and Wales. There are no corporate governance recommendations applicable to companies incorporated in Jersey, but the Company intends so far as it is able, having regard to its size and stage of development, to comply with the recommendations of the Combined Code of Corporate Governance as if it were a public company incorporated in England and Wales.

BOARD OF DIRECTORS
The management board of the Company is entrusted to the members of executive and country management under the supervision of the Chief Executive Officer. The Board of Directors advises executive and country management and is responsible for supervising the policies pursued by the Company and the general course of the Company’s affairs and business. The Board of Directors meets at least once a year.

The members of the Board of Directors are appointed for one-year term. The Board of Directors of the Company is assisted in its tasks by the Audit Committee and the Corporate Governance Committee. There are currently four members of the Board of Directors, under the Chairwomanship of Vuslat Dogan Sabancı.

The distribution of duties of the Board Members has been made as follows:

Vuslat Sabancı – Chairwoman of the Board and Senior Executive Director
Turhan Cemal Beriker – Vice-Chairman of the Board and Executive Director
Özlem Mertoğlu-Munanoğlu – Executive Director of the Board
Elif Ekin Çayhan – General Secretary and Chief Legal Counsel

AUDIT COMMITTEE
The role of the Audit Committee is to review, prior to its publication, any financial information made public through quarterly and half-year press releases on the Company’s results; monitor the Company’s financial, accounting and legal practices against relevant ethical standards; review any changes in accounting methods and main judgments made by management at the close of the half-year and annual consolidated financial statements; and supervise the Company’s compliance with accounting and financial internal control processes. The Audit Committee has formal written terms of reference which are available upon written request addressed to the Company Secretary.

The Audit Committee is comprised of ;

Turhan-Cemal Beriker (President)
Vuslat Doğan-Sabancı (Vice-President)
Özlem Mertoğlu-Munanoğlu (Member)
Kemal Sertkaya (Member)

 

CORPORATE GOVERNANCE COMMITTEE
The role of the Corporate Governance Committee is to establish and control the internal practices and rules developed in terms of financial compensation for the members of the Board of Directors, members of executive management and any other key employees. It is also responsible for periodically reviewing the Boards structure and identifying potential candidates to be appointed as Directors, as the need may arise. This Committee also determines succession plans for the Chairman and Chief Executive Officer.

The Corporate Governance Committee will also generate an annual remuneration report to be approved by the shareholders of the Company at the Annual General Meeting of Shareholders. The Corporate Governance Committee will normally meet not less than four times a year. The Corporate Governance Committee has formal written terms of reference which are available upon written request addressed to the Company Secretary.

The Corporate Governance Committee is comprised of ;

Turhan-Cemal Beriker (President) 
Vuslat Doğan-Sabancı (Vice-President)
Özlem Mertoğlu-Munanoğlu (Member)

Our operations are organized according to a decentralized model with each country manager, assisted by a financial controller, reporting directly to the CEO. Internal control measures are implemented within each operation under the supervision and responsibility of the relevant country manager. The internal audit function operates independently of the regional structure and reports directly to the Audit Committee.

Reporting
Documents are filed with the Financial Services Authority (the UK securities regulatory authority).

 Listing Information
Trader Media East is listed on The London Stock Exchange, code TME (access to The London Stock Exchange (www.londonstockexchange.com) ).