IAU - CORPORATE GOVERNANCE COMMITTEE RULES OF PROCEDURES
Corporate Governance Committee within the structure of the Rectorate has been established with the purpose of making recommendations and suggestions to the Rectorate in order to improve corporate governance practices of Istanbul Aydın University as part of the provisions in CMB Principles of Corporate Governance at the Executive Board meeting of our university held on 27.03.2018.
The structure of Corporate Governance Committee was approved with the decision of the Executive Board within the framework of provisions of CMB's Corporate Governance Notification.
The Committee shall determine whether or not corporate governance principles are implemented and the reasons of non-implementation if there is any and the conflicts of interest arising as a consequence of failure to fully conform to these principles, and make recommendations to the Rectorate in order to enhance the implementation of corporate governance, and fulfill the duties stated in the notification when deemed necessary within the scope of the related Corporate Governance Notification. In addition to applying and following the corporate governance practices of our university; providing early detection, evaluation, calculation of effects and probabilities of any kind of risks that may jeopardize the existence, development and continuation of the university, managing and reporting these risks in accordance with the university's corporate risk profile, implementing the necessary measures related to the identified risks, taking risks into account in the decision mechanisms and making recommendations and suggestions on the subjects of the existence and integration of the efficient internal control systems to the Rectorate in this direction are the Committee's objectives.
3. TASKS AND LIABILITIES
The tasks of Corporate Governance Committee are;
- - The Committee shall determine whether or not corporate governance principles are implemented and the reasons of non-implementation if there is any and the conflicts of interest arising as a consequence of failure to fully conform to these principles, and make recommendations to the Rectorate in order to enhance the implementation of corporate governance,
- The Committee shall supervise the relationship and the activities with the Founder Foundation,
- - The Committee shall review the "Corporate Governance Compliance Report" to be disclosed to the public and check whether or not the information contained here is accurate and consistent with the information that the Committee has,
- The Committee shall ensure that the Principles of Corporate Governance are developed, adopted and implemented within the university, conduct studies on the non-implemented subjects and make recommendations to improve the degree of implementation of the principles to the Rectorate.
- - The Committee shall follow the Principles of Corporate Governance in the world and make suggestions to the Rectorate for the necessary elements to be implemented within the University,
- - The Committee shall establish a transparent system in accordance with the applicable laws and regulations in the matters of detection, evaluation and training of the Executive Board members, determine policies on this subject and present them to the Rectorate,
- - The Committee shall make regular evaluations about the structure, efficiency and productivity of the Executive Board and present recommendations on possible changes to the Rectorate,
- - The Committee shall determine the evaluation system of the Executive Board members and make recommendations to the Rectorate on this issue,
- - The Committee shall present recommendations to the Rectorate on the university's long-term targets and criterion for the efforts and works of the Executive Board members and senior managers,
- - The Committee shall inform the Rectorate in the operational and administrative issues and academic studies related to risk identification and risk management and ensure that the aforementioned subject is conveyed to the related units of the University,
The Committee shall report the evaluations and recommendations to the Rectorate in the above cases in written or oral form.
4. STRUCTURE OF THE COMMITTEE AND MEMBERSHIP CRITERIA
- - Corporate Governance Committee consists of at least two (2) members. The committee president and the committee member shall be elected among the members of the Executive Board. The Chairman of the Executive Board (Rector) cannot serve in the Committee.
- If the Committee consists of two members, both members shall be elected from the unattended members of the Executive Board, and if the Committee consists of more than two members, the majority of the members shall be elected from the unattended members of the Executive Board. When at least 2 members of the Executive Board are members of the Committee, the Committee can also include experts and / or academicians (Institute / Center / Unit Manager) who are not members of the Committee when needed.
- If the Executive Board membership of one of the existing committee members is terminated in any way, a member of Corporate Governance Committee shall be appointed in parallel with the tenure of the relevant committee member. In any case, the assignment of the former committee member / members continues until the new one is elected.
- The Rectorate provides all the resources and support necessary for the Committee to fulfill its duties. The Committee shall be authorized to invite experts, academics, executives to the meetings and take their opinions when needed.
- The Committee shall be authorized to benefit from opinions of the independent experts on the subjects about its activities when needed. The cost of the consulting services that the Committee needs is covered by the University.
Upon need, Corporate Governance Committee shall be authorized to establish sub-committees consisting of people either among its members and / or from outside with sufficient experience and knowledge on Corporate Governance in order to ensure the efficiency of its activities.
- - The Committee shall convene as frequent as its duties require.
- - The Committee is an advisory committee for the Rectorate which is the ultimate decision maker.
- - The Committee shall ensure that the Executive Board is informed on the subjects within the field of its authority and responsibilities.
- - The quorum is the absolute majority of the total number of the committee members.
- - The meetings are held at the University's main campus.
7. REPORTING PROCEDURES
- - Decisions of the Committee are kept in the minute book (classification book) of the Committee.
- - The meeting minutes should include at least the following points:
- - The place and time of the meeting,
- - The agenda,
- - The information on the subjects discussed in the meeting,
- - The recommendations,
- - Decisions that the Committee deems necessary are presented to the Rectorate.
- - Academic unit / person to be appointed by the Committee on behalf of the Rectorate is responsible for preparing and keeping the reports. The prepared meeting minutes are archived after submitting for the Committee Members' information.
Herein the Rules of Procedures of Corporate Governance Committee were approved by the decision of the Executive Board dated 29/03/2018. It is the responsibility of the Executive Board upon the Rectorate's recommendation to revise the rules of procedures in question as needed.