IAU – CORPORATE GOVERNANCE COMMITTEE WORKING PRINCIPLES
1. ESTABLISHMENT
At the University Executive Board meeting dated 27/03/2018, within the scope of the provisions stated in the CMB Corporate Governance Principles, the Corporate Governance Committee was established under the Rectorate to provide recommendations and suggestions to the Rectorate for improving Istanbul Aydın University's corporate governance practices.
The structure of the Corporate Governance Committee was approved by the Executive Board Decision within the framework of the provisions included in the CMB Corporate Governance Communiqué.
2. PURPOSE
The primary objectives of the Committee include determining whether Corporate Governance Principles are implemented at our university, identifying the reasons if they are not implemented, and detecting any conflicts of interest arising from non-compliance. The Committee provides recommendations to the Rectorate to improve corporate governance practices and, when necessary, carries out the duties specified in the relevant Corporate Governance Communiqué.
In addition to implementing and monitoring the University's Corporate Governance practices, the Committee also aims to provide recommendations to the Rectorate regarding the early detection, assessment, and calculation of impact and probability of any risks that may endanger the University's existence, growth, or continuity, the management and reporting of such risks in accordance with the University's corporate risk profile, the implementation of necessary precautions, consideration of such risks in decision-making mechanisms, and the establishment and integration of effective internal control systems.
3. DUTIES AND RESPONSIBILITIES
The duties of the Corporate Governance Committee are as follows:
Determining whether Corporate Governance Principles are implemented, identifying the reasons for non-implementation, and detecting conflicts of interest arising from non-compliance, then providing recommendations to the Rectorate to improve corporate governance practices.
Overseeing the relations and activities with the Founding Foundation.
Reviewing the "Corporate Governance Compliance Report" to be disclosed to the public and checking whether the information included is accurate and consistent with the Committee’s own findings.
Ensuring that Corporate Governance Principles are developed, adopted, and implemented within the University; conducting studies on areas of non-compliance and providing recommendations to the Rectorate to improve compliance levels.
Following Corporate Governance Principles globally and providing recommendations to the Rectorate regarding their implementation within the University.
Establishing a transparent system, in accordance with current laws and regulations, for identifying, evaluating, and training Executive Board members, and submitting policy recommendations to the Rectorate.
Performing regular evaluations regarding the structure, effectiveness, and efficiency of the Executive Board and submitting recommendations to the Rectorate concerning possible improvements.
Determining evaluation practices for Executive Board members and making recommendations to the Rectorate on these matters.
Submitting recommendations to the Rectorate regarding long-term goals and evaluation criteria for the efforts and contributions of Executive Board members and senior administrators.
Providing information to the Rectorate on operational, administrative, and academic issues related to risk identification and risk management, and ensuring that the matter is conveyed to the relevant University Units.
The Committee may communicate its assessments and recommendations to the Rectorate either in writing or verbally.
4. COMMITTEE STRUCTURE AND MEMBERSHIP CRITERIA
The Corporate Governance Committee consists of at least 2 (two) members. The Committee Chair and Committee Member(s) are selected from among Executive Board members. The Executive Board Chair (Rector) cannot serve on the Committee.
If the Committee consists of two members, both must be non-executive Executive Board members; if the Committee has more than two members, the majority must be non-executive Executive Board members. When necessary, experts and/or academicians (Institute/Center/Unit Directors) who are not Executive Board members may also be included in the Committee, provided that at least two Executive Board members serve on the Committee.
If an existing Committee member’s Executive Board membership ends for any reason, the Corporate Governance Committee membership is aligned accordingly. In every case, former Committee members continue their duties until a replacement is appointed.
All necessary resources and support for the Committee to fulfill its duties are provided by the Rectorate. The Committee may invite any expert, academician, or manager it deems necessary to its meetings and obtain their opinions.
The Committee may seek independent expert opinions on matters related to its activities. The cost of consultancy services required by the Committee is covered by the University.
5. SUB-WORKING GROUPS
To ensure the effectiveness of its operations, the Corporate Governance Committee may establish sub-working groups composed of experienced and knowledgeable individuals in Corporate Governance, selected from within the Committee or externally, depending on need.
6. MEETINGS
The Committee convenes as frequently as required by its assigned duties.
The decisions of the Committee are advisory to the Rectorate; the final decision-making authority on related matters rests with the Rectorate.
The Committee ensures that the Executive Board is informed on matters within its authority and responsibility.
The meeting and decision quorum is the simple majority of the total number of Committee members.
Meetings are held at the University Main Campus.
7. REPORTING PROCEDURES
Committee decisions are stored in a decision ledger (classification file) kept for the Committee.
Meeting minutes must include at least the following:
Decisions deemed necessary by the Committee are submitted to the Rectorate.
The preparation and archiving of reports are the responsibility of the academic unit/person assigned by the Rectorate on behalf of the Committee. Once the meeting minutes are shared with Committee Members, they are archived.
8. ENFORCEMENT
These Working Principles of the Corporate Governance Committee were approved by the Executive Board Decision dated 29/03/2018. Revising and updating these working principles when necessary falls under the authority of the Executive Board upon the recommendation of the Rectorate.
