The Capital Markets Board of Turkey (CMB) today announced that it has appointed three independent board members to the Board of Turkcell, replacing three Board members representing each of the major shareholders.
The CMB announced that it has ceased the duties of Mehmet Bülent Ergin, Tero Kivisaari and Oleg Malis and replaced them by three independent board members of its discretion due to Turkcell’s failure at complying with the corporate governance regulations.
The independent board members appointed by the CMB are Ahmet Akça, Atilla Koç and Mehmet Hilmi Güler. The term of duty of the CMB appointees is until Turkcell duly appoints its own set of independent board members as described under the CMB regulations. The CMB also instructed Turkcell to change its articles of association to comply with the new regulations.
“As TeliaSonera’s efforts to resolve the deadlock at the Turkcell Board have failed, we welcome the decision by CMB to settle the matter by appointing three independent board members. We see the CMB initiative as a step towards fair corporate governance and efficient management that will enable Turkcell to grow its local and regional leadership,” says Per-Arne Blomquist, President and CEO of TeliaSonera.
“We will now focus on the actions needed to convene an AGM at the earliest possible time, where the shareholders can approve changes to the articles of association, new board members be elected to fairly reflect the ownership in the company and financial accounts approved so that the company can start paying dividends again, which are long overdue,” Per-Arne Blomquist continues.
The CMB has repeatedly requested that Turkcell should increase the number of independent directors on the Board and has also implemented regulations, applicable to all Turkish listed companies, to that effect.
These requests have been clearly supported by TeliaSonera. For years we have argued that the number of independent board members has to increase, in order to improve corporate governance and follow requirements by the CMB and the U.S. Securities and Exchange Commission.
However, any attempts to increase the number of independent directors have been effectively blocked by Cukurova exercising its veto right through Cukurova Telekom Holding, a structure put in place to enable a minority shareholder to block majority decisions.
An international company like Turkcell, listed in both Istanbul and New York, has to adhere to international standards of corporate governance and transparency to be an attractive target of international investments
TeliaSonera AB discloses the information provided herein pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instrument Trading Act. The information was submitted for publication at 11.20 a.m. CET on March 12, 2013.
Statements made in the press release relating to future status or circumstances, including future performance and other trend projections are forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of TeliaSonera.
TeliaSonera provides network access and telecommunication services in the Nordic and Baltic countries, the emerging markets of Eurasia, including Russia and Turkey, and in Spain. TeliaSonera helps people and companies communicate in an easy, efficient and environmentally friendly way. Our ambition is to be number one or two in all our markets, providing the best customer experience, high quality networks and cost efficient operations. TeliaSonera is also the leading European wholesale provider with a wholly-owned international carrier network. In 2012, net sales amounted to SEK 105 billion, EBITDA to SEK 36.1 billion and earnings per share to SEK 4.59. The TeliaSonera share is listed on NASDAQ OMX Stockholm and NASDAQ OMX Helsinki. Read more at www.teliasonera.com.
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