Yukarı

2013 Board of Directors

Rahmi M. Koç, Honorary Chairman

A graduate of Johns Hopkins University in Business Administration, he joined Koç Group in 1958 at Otokoç and held various senior positions at Koç Holding. He became Chairman of the Management Committee in 1980 and was named Chairman of the Board of Directors of Koç Holding in 1984, a post he held until 2003 when he became the Honorary Chairman. He was the President of the International Chamber of Commerce between 1995 and 1996. In addition to his role as Koç Holding Honorary Chairman, Rahmi M. Koç also serves as Vice Chairman of the Board of Trustees of Vehbi Koç Foundation, Chairman of the Board of Trustees of Koç University, Founder and Chairman of the Board of Directors of Rahmi M. Koç Museum and Cultural Foundation, Chairman of the Board of Directors of Vehbi Koç Foundation American Hospital, Honorary Chairman and Founder of TURMEPA (Turkish Marine and Environment Protection Association), Honorary President of the High Advisory Council of Turkish Industrialists’ and Businessmen’s Association, Member of the Advisory Board of the Turkish Employers Association, Honorary Member of the Foreign Policy Association, Honorary Member of the NY Metropolitan Museum Board of Trustees and Founder Member of Global Relations Forum. Rahmi M. Koç has no executive responsibilities as per the CMB Corporate Governance Principles and he is not a Koç Group independent member. Rahmi M. Koç is a controlling shareholder of the Koç Group and currently serves on the Boards of Directors of Group companies, as he has done for the past ten years.

Mustafa V. Koç, Chairman

Mustafa V. Koç graduated with a B.A. degree in Business Administration from George Washington University in 1984. At the same year, he joined Koç Group in Tofaş and later he served as the Sales Manager and Assistant General Manager of Ram Dış Ticaret. In 1992, he moved to Koç Holding and served as Vice President and President of various business groups. He became a member of the Board of Directors in 2001 and Vice Chairman in 2002. He has been Chairman of Koç Holding Board of Directors since 2003. Mr. Koç is Honorary Chairman of the Turkish Industrialists and Businessmen’s High Advisory Council and Honorary Consul General of Finland in Istanbul. He is also a member of the Rolls Royce International Advisory Board, the JP Morgan International Council, the Global Advisory Board of the Council on Foreign Affairs, and the Steering Committee of the Bilderberg Meetings. Mr. Koç was awarded the Cavaliere d’Industria medal by the Government of Italy in 2005 and the International Leonardo Prize, known as the “Oscar of Business” in 2012. Mr. Koç is also a member of the Board of Vehbi Koç Foundation and Board of Trustees of Turkish Volunteers for Education Foundation, which are his family’s philanthropic foundations. His family attaches great importance to the economic and social development, whose excellence has been recognized internationally by, among others, the World Monuments Fund, the Carnegie Foundation, and BNP Paribas. Mustafa V. Koç has no executive responsibilities as per the CMB Corporate Governance Principles and he is not a Koç Group independent member. Mustafa V. Koç is a controlling shareholder of the Koç Group and currently serves on the Boards of Directors of Group companies, as he has done for the past ten years.

Temel Atay, Vice Chairman

A graduate of Mechanical Engineering from Istanbul Technical University, he holds an MBA degree from Wayne State University. He joined Koç Group in 1966 and later served as the General Manager of Otoyol Sanayi A.Ş. and Tofaş Türk Otomobil Fabrikası A.Ş. After working in various senior management posts at Koç Holding, he served as the CEO between 2000 and 2001. He has been a member of the Board of Directors since 1996 and was named Vice Chairman in 1998. Temel Atay has no executive responsibilities as per the CMB Corporate Governance Principles and he is not an independent member. Temel Atay currently serves on the Boards of Directors of Group companies, which he has done for the past ten years.

Ömer M. Koç, Vice Chairman

He received his B.A. degree from Columbia University in 1985. He worked at Kofisa Trading for one year. After completing his MBA at Columbia University in 1989, he worked at Ramerica International Inc. He joined Koç Group in 1990 and worked at Gazal A.Ş. He held various senior positions at Koç Holding including Finance Coordinator, Vice President and President of Energy Group. He has been a Member of Koç Holding Board of Directors since 2004 and Vice Chairman since May 2008. He is also the President of the Turkish Educational Foundation and Geyre Foundation and Chairman of Yapı Kredi Kültür Sanat Yayincılık Board of Directors and Tüpraş Board of Directors. Ömer M. Koç has no executive responsibilities as per the CMB Corporate Governance Principles and he is not a Koç Group independent member. Ömer is a controlling shareholder of the Koç Group and currently serves on the Boards of Directors of Group companies, as he has done for the past ten years.

Semahat Arsel, Member

A graduate of American College for Girls in Istanbul, she studied German at Goethe Institute and is fluent in both English and German. She began her career in 1964 as a member of Koç Holding Board of Directors, a position she continues to hold. In addition, she is the Chairman of the Board of Directors of Vehbi Koç Foundation, Chairman of the Divan Group Board of Directors, Chairman of Semahat Arsel Nursing Education and Research Center and Second Chairman of Florence Nightingale Foundation. She is also the founder of Koç University School of Nursing. Semahat Arsel has no executive responsibilities as per the CMB Corporate Governance Principles and she is not a Koç Group independent member. Semahat Arsel is a controlling shareholder of the Koç Group and currently serves on the Boards of Directors of Group companies, as she has done for the past ten years.

İnan Kıraç, Member

A graduate of City College of Business in London, he joined Koç Group in 1961. He served as General Manager of Tofaş Oto Ticaret A.Ş., Tofaş Group President and President of Automotive Companies prior to his appointment as Koç Holding CEO between 1994 and 1998. In 1998, with his close friends, he founded Kıraça Group of Companies and he has been serving as the Chairman of the Board of Directors. He has been a member of Koç Holding Board of Directors since 1993. İnan Kıraç has no executive responsibilities as per the CMB Corporate Governance Principles and he is not an independent member. Kıraç currently serves on the Boards of Directors of Group companies, which he has done for the past ten years.

Ali Y. Koç, Member

He graduated from Rice University in Business Administration and completed his MBA degree at Harvard Business School. He attended the American Express Bank Management Trainee program between 1990 and 1991 and worked as an analyst at Morgan Stanley Investment Bank between 1992 and 1994. He held various senior positions at Koç Holding such as the New Business Development Coordinator and President of the Information Technology Group between 1997 and 2006. He was the President of the Corporate Communications and Information Technology Group between 2006 and 2010. He was appointed as a member of Koç Holding Board of Directors on January 30, 2008. Ali Y. Koç has no executive responsibilities as per the CMB Corporate Governance Principles and he is not a Koç Group independent member. Ali Y. Koç is a controlling shareholder of the Koç Group and currently serves on the Boards of Directors of Group companies, as he has done for the past ten years.

Dr. Bülent Bulgurlu, Member

He graduated from Ankara Engineering and Architectural Faculty and earned his Ph.D. from Norwegian University of Science and Technology (NTNU). He started his career in 1972 as a Construction Engineer at Elliot Strömme A/S in Oslo. He joined Garanti İnşaat in 1977 as Construction Engineer and worked as Planning and Construction Manager, Site Coordination and Construction Manager, Assistant General Manager, General Manager and Executive Director at Garanti-Koza. He has worked at Koç Holding since 1996 as President of Tourism and Services Group, President of Tourism and Construction Group and President of Consumer Durables and Construction Group. He was Koç Holding CEO between May 2007 and April 2010. He is a Member of Koç Holding Board of Directors since May 2007. He is also a member of the Turkish Industrialists’ and Businessmen’s Association, TURMEPA (Turkish Marine and Environment Protection Association). Dr. Bülent Bulgurlu has no executive responsibilities as per the CMB Corporate Governance Principles and he is not an independent member. Bulgurlu currently serves on the Boards of Directors of Group companies, which he has done for the past ten years.

Prof. Dr. John H. McArthur, Member

He graduated from the University of British Columbia and received his MBA and doctorate from the Harvard Business School. He became a professor at the Harvard Business School in 1962 and served as Dean between 1980 and 1995. He currently chairs the Asia Pacific Foundation of Canada and is a member of the Board of Directors of Duke University Health Systems, Stemnion, Inc., Aileron Therapeutics, and the Thomson Reuters Founders Share Co. Ltd. For many years, he served as Chair of the Brigham and Women’s Hospital and, following its merger with the Massachusetts General Hospital, was the founding co-chair of the Board of Partners HealthCare System, Inc. He has also served on the boards of Chase Manhattan Corporation, Bell Canada, GlaxoSmithKline PLC, and the AES Corporation. John H. McArthur has been a member of Koç Holding Board of Directors since 1999. Prof. Dr. McArthur has no executive responsibilities and he is not an independent member as per the CMB Corporate Governance Principles. Apart from membership of Koç Holding A.Ş. Board of Directors and Koç University Advisory Board, he has no relationship with Koç Holding A.Ş. and its related parties.

Prof. Dr. Heinrich V. Pierer, Member

He studied Law and Economics at the Friedrich Alexander University Erlangen-Nuremberg. He joined Siemens AG in 1969 and held various senior positions in the company. He was the Chief Executive Officer of Siemens AG between 1992 and 2005 and the Chairman of the Supervisory Board of Siemens AG between 2005 and 2007. He served as Chairman of the Asia-Pacific Committee of German Business between 1993 and 2006. Prof. Dr. Heinrich V. Pierer is an Honorary Professor at the Friedrich Alexander University Erlangen-Nuremberg, Department of Economics and Sociology, Industrial Economics. He has been a member of Koç Holding Board of Directors since 2008. Prof. Dr. V. Pierer has no executive responsibilities and he is not an independent member as per the CMB Corporate Governance Principles. Apart from membership of Koç Holding A.Ş. Board of Directors, he has no relationship with Koç Holding A.Ş. and its related parties.

Muharrem Hilmi Kayhan, Independent Member

Muharrem Kayhan received education at St. Joseph French School and Robert College of Istanbul. He got his Engineering Degree in Textiles in 1976 from the University of Manchester in England. He received his MBA from Cornell University in 1978. Muharrem Kayhan is presently Vice-Chairman of the Board of Söktaş. He has represented the interests of the Turkish textile industry in various European Union platforms while serving on the boards of the Aegean Chamber of Industry, the Exporters’ Union, and the Turkish Textile Employers’ Union. He has served as the Chairman of TÜSİAD (Turkish Industrialists’ and Businessmen’s Association) between 1997 and 1999, and is now one of its Honorary Chairman. Muharrem Kayhan serves on the Board of Trustees of Robert College, and the Izmir Culture, Art and Education Foundation. He represents Spain as Honorary Consul in İzmir since 2003. He is the recipient of the Turkish National Assembly Distinguished Service Award (2009). Muharrem Hilmi Kayhan, member of the Board of Directors since 2012, has the qualifications of independent member according to CMB Corporate Governance Principles. He has not been employed by Koç Holding or its subsidiaries in the last five years. He does not have any relationship with the top management of Koç Holding, direct or indirect share more than 1% in Koç Holding’s capital, any commercial relationship with Koç Holding and with its subsidiaries, and he is not an employee representative.

Kutsan Çelebican, Independent Member

He graduated from Ankara University School of Political Science. He began his career at the Ministry of Finance Tax Auditors Board in 1969, served as Deputy General Director at the General Directorate of Treasury of the Ministry of Finance between 1979 and 1982, and was appointed as Assistant to Executive Director in the World Bank (IBRD). He joined the Koç Group in 1987 and served as Finance Coordinator, Vice President and President of the Finance Group. He retired from Koç Group as of December 2001. He currently manages his own financial consulting company. Kutsan Çelebican has been an Independent Member of the Board of Directors as per CMB Corporate Governance Principles since 2013. He was Koç Holding’s statutory auditor between April 2008 and April 2012. He resigned from this position when he began to serve as an Independent Member of Koç Group companies’ Boards of Directors. He has been serving as an independent member of the Board of Directors of Tüpraş and Arçelik since 2012. He does not have any relationship with the top management of Koç Holding, direct or indirect share more than 1% in Koç Holding’s capital, any commercial relationship with Koç Holding and with its subsidiaries, and he is not an employee representative.

Sanford I. Weill, Independent Member

A graduate of Cornell University, he served as the Chairman of Shearson Loeb Rhoades and its predecessor companies (1965-1985), President of American Express Co. (1983-1985), Chairman and CEO of Fireman’s Fund Insurance Co. (1983-1985), Chairman and CEO of Travelers and its predecessor companies (1986-1998). He was a Director on the Boards of United Technologies (1999-2003), AT&T (1999-2003) and E. I. Du Pont Nemours & Co. (1998-2001). He served as Director of the Federal Reserve Bank of New York (2001-2006). He retired as CEO of Citigroup in 2003 and served as non-executive Chairman until 2006. Mr. Weill was recently appointed Chairman of Hamilton Insurance Group. Some of Mr. Weill’s charitable endeavors include: Chairman of Weill Cornell Medical College (since 1995); Chairman of Carnegie Hall (since 1991); Founder and Chairman of the National Academy Foundation (since 1982); Chairman of the Green Music Center Board of Advisors at Sonoma State University; a member of the Executive Council of the University of California, San Francisco Medical Center; a Director of the Lang Lang International Music Foundation; a Trustee of Hospital for Special Surgery; and a member of the Chancellor’s Advisory Board at the University of California, Davis. Mr. Weill has been the recipient of many corporate and philanthropic awards including Chief Executive Magazine’s 2002 CEO of the Year Award and, along with his wife Joan, the 2009 Carnegie Medal of Philanthropy. Mr. Weill is a member of the American Academy of Arts and Sciences. Sanford Weill, member of the Board of Directors since 2009, has the qualifications of independent member according to CMB Corporate Governance Principles. He has not been employed by Koç Holding or its subsidiaries in the last five years. He does not have any relationship with the top management of Koç Holding, direct or indirect share in Koç Holding’s capital, any commercial relationship with Koç Holding and with its subsidiaries, and he is not an employee representative.

Peter Denis Sutherland, Independent Member

He received education at Gonzaga College, University College Dublin and the King’s Inns and graduated in Civil Law. He served as Attorney General of Ireland (1981-1984), EC Commissioner responsible for Competition Policy (1985-1989), Director General of The World Trade Organization (1993-1995) and Chairman of BP p.l.c. (1997-2009). Mr. Sutherland is Chairman of Goldman Sachs Intl. (1995 - current) and the London School of Economics and UN Special Representative for Migration and Development. His other associations include Allianz BoD, BW Group Ltd. BoD, Eli Lilly Advisory Board, Trilateral Commission (Europe) and The Federal Trust. He has received fifteen honorary doctorates from universities in Europe and America and has many awards and publications. Peter Denis Sutherland, member of the Board of Directors since 2009, has the qualifications of independent member according to CMB Corporate Governance Principles. He has not been employed by Koç Holding or its subsidiaries in the last five years. He does not have any relationship with the top management of Koç Holding, direct or indirect share in Koç Holding’s capital, any commercial relationship with Koç Holding and with its subsidiaries, and he is not an employee representative.

Kwok King Victor Fung, Independent Member

He received his bachelor and Master’s degrees in Electrical Engineering from the Massachusetts Institute of Technology, and a doctorate in Business Economics from Harvard University. He was the Chairman of the Hong Kong Trade Development Council (1991-2000), the Hong Kong representative on the APEC Business Advisory Council (1996-2003), Chairman of the Hong Kong Airport Authority (1999-2008), Chairman of The Council of The University of Hong Kong (2001-2009), Chairman of the Greater Pearl River Delta Business Council (2004 to February 2013), Chairman (July 2008-June 2010) and Honorary Chairman (July 2010-June 2013) of the International Chamber of Commerce, and a member of WTO Panel on Defining the Future of Trade. Dr. Fung is the Group Chairman of the Fung Group (formerly known as the Li & Fung Group), a Hong Kong-based multinational which comprises major subsidiaries in trading, logistics, distribution and retailing. They include publicly-listed Li & Fung Limited, Convenience Retail Asia Limited and Trinity Limited. Dr Fung is Founding Chairman of the Fung Global Institute, an independent, non-profit think-tank based in Hong Kong. He is also a member of Chinese People’s Political Consultative Conference, a Vice Chairman of China Centre for International Economic Exchanges and a member of the Economic Development Commission of the Hong Kong Government. Dr. Fung is an independent non-executive Director of the Bank of China (Hong Kong) Limited and Chow Tai Fook Jewellery Group Limited in Hong Kong, and China Petrochemical Corporation in the People’s Republic of China. He is also Chairman of the Asia Advisory Board of Prudential Financial, Inc (USA). He was awarded the Gold Bauhinia Star in 2003 and Grand Bauhinia Medal in 2010 for distinguished service to the community. Kwok Victor Fung, member of the Board of Directors since 2011, has the qualifications of independent member according to CMB Corporate Governance Principles. He has not been employed by Koç Holding or its subsidiaries in the last five years. He does not have any relationship with the top management of Koç Holding, direct or indirect share in Koç Holding’s capital, any commercial relationship with Koç Holding and with its subsidiaries, and he is not an employee representative.