There are no privileged shares.

Trade Registry Office: Istanbul

Trade Registration Number: 85696

The final version of the Company's articles of association with the date and number of the Trade Registry Gazettes on which the changes were published

There is no significant management board resolution that may effect the value of capital market instruments.

Members of the Board

1. STATEMENT OF COMPLIANCE WITH CORPORATE MANAGEMENT PRINCIPLES



1. Statement on Compliance with Corporate Management Principles
Our Company takes due care for implementation of the rules mentioned in Corporate Management Principles published by the Capital Markets Board. Explanations on this issue are here below.


PART I - SHAREHOLDERS


2. Unit in Charge of Relations with Shareholders
Duties of the unit in charge of relations with the shareholders are carried out by the Shareholders Department formed within the Alarko Group of Companies.
Director and staff of the department is Lawyer Aysel Yürür.
For communication:
Phone : (90) 212 310 33 00 – 227 52 00 (Pbx)
Fax : (90) 212 236 42 08
E-mail : aysel.yurur@alarko.com.tr
The general assembly meeting of the Company was held, documents to be referred by the shareholders at the meeting were prepared and outcomes of the meeting were communicated to Istanbul Stock Exchange and Capital Markets Board for publishing. Questions of about 35 investors were answered during the year.


3. Exercise of Right to Obtain Information by the Shareholders
Questions of the shareholders commonly relate to investments, turnover, capital increase and dividend payments of the Company. Some 35 questions were asked within the year. Questions and answers given were communicated to the Board of Directors.
The Company’s articles of association contain no provision regarding appointment of an independent auditor. No request was made during the year for appointment of an independent auditor.


4. Information About the General Assembly
Ordinary annual general assembly meeting of the company was held with a quorum of 84,39 %. The meeting was attended by representatives of the media.
Invitation to the meeting was made by way of public announcement and the Istanbul Stock Exchange was duly notified.
The activity report, auditors’ report, financial statements, articles of association, meeting agenda and profit distribution proposal by the Board of Directors were presented to the shareholders at the company’s headquarters prior to the general assembly meeting. The Istanbul Stock Exchange and Capital Markets Board were notified of the profit distribution proposal prior to the general assembly meeting. At the general assembly meetings, the shareholders exercise their right to ask questions and such questions are duly answered. No proposal was made other than by the major shareholders.
The Company’s articles of association contain no provision regarding vesting the authority for making decisions on splitting, sale, purchasing and letting of assets in the general assembly.
Minutes of general assembly meetings are maintained at the Company's headquarters open to the shareholders for review.


5. Voting Rights and Minority Rights
Voting rights bear no concession. Minority shares are not represented at the management. No cumulative voting is applicable.


6. Policy and Time of Profit Distribution
No concession is granted in connection with participation in Company's profits. Profit distribution is carried out within the periods set forth in applicable laws.
The amount of profit available for distribution will be determined taking into account the new investments to be made and liquidity status if the Capital Markets Board terminates profit distribution obligation in 2011 and the following years.


7. Transfer of Shares
Restriction of transfer of shares is valid only for the two major Turkish and foreign shareholders of the company as per the agreement entered into by and between the said shareholders which is reflected in the company’s articles of association. There is no such restriction for the portion of the shares publicly held.


PART II - PUBLIC INFORMATION AND TRANSPARENCY


8. Company's Informing Policy
Annual information and future expectations of the company are announced to the public by the General Manager through the printed and visual media upon closing of the annual ordinary general assembly meeting.
Any material situation which evolves during the year is announced to the public in a timely manner.
Responsibility for observing any and all matters which may require announcement exclusively to the public and answering the question asked to the company rests with the Directorate of Shareholders Service. Questions asked to the company during the year verbally or in writing are answered by this department and the Board of Directors is informed accordingly.
The staff in charge of implementing the Company’s informing policy is; Hilmi Önder Şahin, the General Manager.


9. Announcement of Special Cases
During the year 2010, announcements in connection with 6 special cases were made.
No additional explanation was requested.


10. Company's Web-Site and Content
The web-site of Alarko Carrier San. ve Tic. A.Ş. is www.alarko-carrier.com.tr
“Report on Compliance with Corporate Management Principles of Capital Markets Board” which contains a number of links for the following headings may accessed from the “Investor Relations” link of the web-site.
Information provided in Corporate Management Principles, Part II, Article 1.11.5 as mentioned in Article 10 of this report is accessible via the following links as well.


LIST OF LINKS:


1) STATEMENT OF COMPLIANCE WITH CORPORATE MANAGEMENT PRINCIPLES
• PART I - SHAREHOLDERS
2) Shareholders Relations Department
3) Exercise of Right to Demand Information by the Shareholders
4) Information on General Assembly
5) Voting Rights and Minority Rights
6) Policy and Time of Profit Distribution
7) Transfer of Shares


• PART II - PUBLIC INFORMATION AND TRANSPARENCY
8) Company's Informing Policy
9) Announcement of Special Cases
10) Company's Web-site and Its Content
• Trade register information
• Recent partnership and management structure
• Detailed information on preference stocks
• Current text of Company's Articles of Association including date and issue number of Trade Register Gazettes where amendments thereto are published
• Announcement of special cases
• Annual Reports
• Periodical financial statements and reports
• Registration statements and public offering circulars
• Agendas of General Assembly Meetings
• Lists of Attendance and Minutes of General Assembly Meetings
• Specimen form for voting by proxy
• Specimen forms for compulsory information prepared in collection of share certificates or proxy by way of invitation
• Minutes of Board Meetings where important decisions are taken which may effect the value of Capital Market Tools
11) Announcement of Real Person Plenary Shareholder(s)
12) Publication of Insiders


• PART III - OWNERS OF INTEREST
13) Informing the Owners of Interest
14) Participation of Owners of Interest in Management
15) Human Resources Policy
16) Information on Relations with Customers and Suppliers
17) Social Accountability


• PART IV - BOARD OF DIRECTORS
18) Structure, Composition of Board of Directors and Independent Members of Board of Directors
19) Qualifications of Board of Directors
20) Mission, Vision and Strategic Objectives of the Company
21) Risk Management and Internal Control Mechanism
22) Powers and Responsibilities of Board Members and Managers
23) Operational Principles of Board of Directors
24) No Business and Competition with the Company
25) Rules of Ethics
26) Number, Composition and Independence of Board of Director's sub-committees
27) Financial Rights Granted to Board of Directors


11. Announcement of Real Person Plenary Shareholder (s)
Real person plenary shareholders of the Company are announced by the Company upon request.


12. Announcement of Insiders
List of insiders has been announced to public firstly in the annual report of 2004 and the names of insiders are as follows at the end of the year 2010:
• İshak Alaton
• Philippe Didier Delpech
• Ayhan Yavrucu
• Rolando Anibal Furlong
• Etienne Marie François Huré
• Mustafa Filiz
• Ümit N. Yıldız
• Mehmet Ahkemoğlu
• Hilmi Önder Şahin
• Ömer Çelik
• Aysel Yürür
• Süleyman Sami İnal
• Cem Akan Salmona
• Birsen Saymaz
• Selen İbrahimoğlu Güreş


PART III - OWNERS OF INTEREST


13. Informing Owners of Interest
Owners of interest of the Company are regularly informed on matters of interest to them.
Employees of the Company are informed through annual meetings regularly held. In addition, developments within the Company are announced on a continuous basis through the periodical “Bizden Bize” published quarterly.
Our dealers, service units and suppliers are informed by the authorized representatives of the company through the “Dealer”, “Service Unit”, and Supplier” meetings held at least once every year. Further more, those people are regularly furnished with our annual activity reports.
On the other hand, a comprehensive information effort is carried out through our web site, e-bulletins, technical publications and books.


14. Participation of Owners of Interest in Management
No particular model has been developed regarding participation of owners of interest in the Company's management.
Rights of owners of interest are protected by virtue of applicable legislation.


15. Human Resources Policy
Human resources policy of the company is defined in the manual “Our Policy” issued annually and announced to the employees in annual meetings.
Recruitment criteria, which should be strictly complied with by the staff in charge of recruitment, are defined in writing.
The physiological, psychological and intellectual characteristics required by each job are taken into consideration in the recruitment process. These characteristics are measured and evaluated by a written test. Following the initial evaluation by the human resources department, the candidate is interviewed by the manager of the particular unit to employ him/her.
All employees are treated fairly and equally in terms of training and promotion opportunities, training plans and policies aiming at improving the knowledge, skills and experience of the employees are developed. The employees receive training regularly during the year.
Job descriptions are developed for every position. Performance and reward criteria are determined on a yearly basis and are then implemented upon agreement with the employees. The performance and evaluation system used in measuring and evaluating individual performance is taken into account at wage and career planning.
An independent foreign company is engaged to conduct an “Employee Satisfaction” inquiry once every two years and necessary adjustments are made according to the results obtained from such inquiries.
On the other hand, a certain number of personnel are granted “Golden Badge” as a reward of their outstanding performance. And employees winning the “Invention Prize” competition are also awarded. Thus, the creative personnel are motivated.
A safe working environment is provided to the personnel and it is improved continuously.


16. Information on Relations with Customers and Suppliers
Focused mainly on customer satisfaction, our company measures and evaluates the level of customer satisfaction on a permanent basis. Our dealers, service units and employees are regularly trained in technical and social terms for increasing customer satisfaction.
Our company call center is accessible from anywhere in Turkey via the telephone number (90 212) 444 01 28 and is open between 08:00 and 23:00 hours to inform and orient our customers and offer solutions to their problems. In addition, a satisfaction inquiry is conducted by the call center accessing at least 600 customers a month. Results of this inquiry are evaluated and used in improving the service quality. On the other hand, discussions on customer satisfaction issues are conducted with our dealers and service units and appropriate solutions are developed accordingly.


17. Social Accountability
Our company holds ISO14001 and OHSAS18001 certificates. These confirm our company’s achievement on environmental protection and the health and safety of our employees beyond the legal responsibility. The said certificates are renewed through continuous inspections.
There is no litigation or warning filed against our Company either during the current year or in the past for damages on the environment.
Our company won the Grand Environment Award in the competition organized by the Kocaeli Chamber of Industry in 2003.
On the other hand, in 2005, our company was granted the SA 8000 Social Accountability Certificate held by very few companies in the world.


PART IV - BOARD OF DIRECTORS


18. Structure, Composition and Independent Members of Board of Directors
Board of Directors
İshak Alaton Chairman (No executive powers)
Philippe Didier Delpech Vice-Chairman (No executive powers)
Ayhan Yavrucu Director (No executive powers)
Ümit Nuri Yıldız Director (No executive powers)
Rolando Anibal Furlong Director (No executive powers)
Etienne Marie François Huré Director (No executive powers)
General Manager
Hilmi Önder Şahin
No independent members take office in the Board of Directors. This point cannot be fulfilled since our foreign partner should be represented in the Board by a certain number of members as per the existing agreement.
Board members are in no way restricted in assuming positions in other organizations or entities other than the company.


19. Qualifications of Board Members
Minimum qualifications required in election of Board members comply with the Corporate Management Principles of Capital Markets Board. Articles of Association of the Company contains no such principles as due care is taken in the election of Board members in accordance with the said principles.


20. Mission, Vision and Strategical Objectives of the Company
The main vision of the company is to become one of the leading companies worldwide in supplying Heating, Air Conditioning and Water Pressurizing products and rendering related services to international markets through the integrated efforts of its main partners, namely Alarko and Carrier.
The company’s main mission is to follow up the developments in products and services supplied to international markets and convert such developments into economical, competitive, reliable products and services rapidly, and to satisfy the expectations of our customers, employees and shareholders.
Strategic objectives, which are presented to the Board of Directors for approval, are developed by the General Manager and Assistant General Managers. The achievement level of the approved objectives is communicated to the Board through monthly reports and evaluated at the Executive Committee meetings held bi-monthly.


21. Risk Management and Internal Control Mechanism
A risk management and internal control mechanism is set by the Board of Directors. Managerial risks are reviewed periodically by the Auditing Committee constituted by the Board members. The Committee has decided to establish, audit and update an internal control mechanism and this duty is assigned to an Auditing Group. The Auditing Group inspects the internal control mechanism regularly against the approved annual audit plans and communicates its opinions and finds to top management.
Furthermore, the established Auditing Committee reviews related matters and advises the Board of Directors accordingly. The Committee and the Board determine the measures to be taken and instruct the company's managers through the General Manager.


22. Powers and Responsibilities of Board Members and Managers
Powers and responsibilities of Board members and managers are set forth in the company's articles of association.


23. Operational Principles of Board of Directors
The Board has convened 15 times in the year mostly by way of correspondence as the foreign Board members reside abroad.
Board decisions are taken unanimously.
No weighed voting right or negative veto right is granted to the Board members.


24. No Business or Competition with the Company
As per the decision taken at the general assembly, the Board members are not banned to do business or compete with the company within the year.


25. Rules of Ethics
Rules of ethics approved by the Company's Board of Directors, agreed by all Alarko Carrier San. Ve Tic. A.Ş. personnel and managers and defined in the Alarko Group of Companies Philosophy are summarized here below.
These rules are integrated to the policies, objectives, procedures and principles of Alarko.
• Act honestly in all business activities towards the Government, Clients, Shareholders, Personnel, Partners and Sub- and By- industries,
• Protect the environment and maintain the inter-company social balance,
• Orient the customers without forcing and give priority to their needs,
• Maintain high-quality; try to supply the best at the lowest price even when the customers are satisfied and contented with what is given already,
• Achieve the profits deserved by the shareholders under the current conditions,
• Give priority to teamwork as a corporation performing systematically on the basis of pre-defined procedures; share profit, loss and success and failure.
Our policies are shaped by this philosophy, and this philosophy is affixed at easily visible points in various units of our Company and subsidiaries. In addition, all employees are informed through annual Policy Meetings and Our Policy Book. Our existing and newly recruited personnel are trained on this philosophy and related rules regularly.
Our philosophy including the rules of ethics is accessible via the intranet and our web site www.alarko-carrier.com.tr
All Alarko Carrier San. Ve Tic. A.Ş. personnel are obliged to act in compliance with these rules.
Rules of ethics are followed-up by the superiors of all employees in the hierarchical order.
The management must be immediately notified of any act or behavior contrary to the rules of ethics.
Any contrary act or behavior noticed, notified or suspected by the Board of Auditors, General Manager or other managers are reviewed by the Board of Directors or instructed to be reviewed by the Board of Auditors to ensure compliance therewith.
Disciplinary sanctions are applied to doers of actually proven contrary acts by the General Manager authorized by the Board of Directors.


26. Number, Composition and Independence of Board of Directors' Sub-committees
The Auditing Committee is established within the legal term and performs the duties set forth in the communiqué of Capital Markets Board. This committee is constituted by İshak Alaton and Ayhan Yavrucu.


27. Financial Rights Granted to Board of Directors
No right or interests are granted to the Board members including remuneration as per the decision of general assembly.
No money is lent to the company’s Board members or managers including credit utilization or suretyship.