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Board composition

2021 Turkey Spencer Stuart Board Index

2021 Snapshot

 71 %

of companies have 9 to 11 directors

 4

companies combine the roles of chair and CEO

 42 %

of new directors were joining a listed company board for the first time

 55.5 %

New directors are two years younger than the average of all directors

Board size

The average size of BIST 30 boards in 2021 was 9.6, slightly higher than last year with 9.3, yet overall similar to the previous years.

BIM has the smallest board with six members, followed by Emlak Konut with seven. Koç Holding and its group companies Yapı Kredi Bank and Arçelik all have the largest boards, with 12 directors at each organisation.

Board size

Independent directors

On average, BIST 30 companies have three independent directors per board (35%). Among new directors appointed in the year under review, 36.5% were deemed independent, indicating a decline from the previous year, when 44% of new directors were independent.

The highest share of independent directors (44.4%) is seen at Gübre Fabrikaları and at Turkcell; while Petkim has the lowest share (25%).

The CGP states that at least one-third of directors should be independent. As in the 2020 survey, 85.7% of the companies in our sample meet this requirement, higher than last year (82%). Nevertheless, the proportion of independent directors on Turkish boards remains the lowest across all European countries surveyed.

Our perspective

Concentrated ownership structures in the form of family-controlled financial/industrial groups dominate the Turkish market, including the BIST 30 companies. In Turkey, only 34.6% of board members are independent, while among nearly all surveyed European countries this share is over 50%.

Nearly all indicators demonstrate that boards populated with known executives and family members inhibit creativity and growth. This low proportion of independent directors may reduce the potential for creativity in BIST 20 boardrooms.

Such boards deny themselves the infusions of knowledge and novel thinking that independent members can bring, as well as the experience needed to bridge structural gaps across industries and regions.

Corporate efforts to increase the ratio of independent board members would yield significant dynamism to the region and contribute significantly to building more effective corporate governance processes in Turkey.

Executive directors

BIST 30 boards have, on average, one executive director per board (12% of board members are executive directors).

Eight companies have no executive directors on their board; seven companies have two or more. Sasa Polyester (50%) and THY (44%) have the most, with four executive directors at each company.

The CEO sits on the board in 64% of the companies.

Roles of executive directors

The roles of chair and chief executive

The separation of the CEO and chair role is commonly viewed as governance best practice*, as it increases the board’s independence from management, reducing the risk of a captured board. In Turkey, the communiqué on Corporate Governance Principles (CGP) strongly recommends a separation of the roles and expects companies to provide an explanation when roles are combined (Communiqué on CGP Annex. Par 4.2.5).

Although the CGP does not make any recommendations beyond separating these two roles, it is worth noting that none of the BIST 30 companies with combined CEO and chair roles have a lead independent director, independent vice chair or similar sitting on the board.

In this edition, we report that four companies — Aselsan, BIM, Şişecam and THY — combine the roles of the CEO and the chair; together they represent 14% of the sample.

* Among OECD countries a separation of CEO and chair is recommended, required or incentivised in 70% of countries with one-tier systems.

New directors

In 2021, 52 new directors joined the boards of BIST 30 companies. The renewal rate was much higher than that reported for 2020, when only 27 new directors joined. The comparable figures for 2019 and 2018 were 50 and 61, respectively. This development suggests that BIST 30 boards are resuming a steady renewal rate that was disrupted in 2020.

Among new directors, 19 (36.5%) were independent. Only seven (13.5%) new directors were women and five (9.6%) were executive directors. None of the new directors was foreign.

20 (38.4%) of the new directors are serving on a board for the first time; 10 (19.2%) are current executives.

The average age of new directors was 55.5.

The highest rate of renewal was at Kardemir, which appointed nine (82%) new directors. Turkcell (44%) and TSKB (36%) each appointed four new directors.

Two new CEOs were appointed: to İş Bank and TSKB.

Three sectors dominate among the backgrounds of the 2021 intake of new directors: banking, industrial, and government. A considerable share of new directors (18%) has a government background. This increasing share can signal more political influence over BIST 30 boards than previous years.

Background of new directors
Background of all directors
New directors, 2020 vs 2018
Our perspective

A female CEO was appointed to a BIST 30 company during the year under review, breaking a long-standing run of male-only CEOs in the BIST 30. Overall, women occupy only 3.6% of CEO roles in Turkey, so this single appointment is not enough to address long-standing gender disparities.
The rate of renewal picked up in 2021, presenting an opportunity for organisations to promote diversity in boards. However, rates of appointments among new women or foreign directors suggest that this opportunity has been ignored.

However, a trend towards appointing younger directors does continue. This helps to nourish a more dynamic governance, as well as equipping companies to better deal with the global challenges of the pandemic.

Age of board members

The average age of all directors in the BIST 30 is 58.6 years. The highest average age is again found at the Tekfen board, at 71.7 years. The youngest board is found at Emlak Konut, with an average age of 46.8, followed by Erdemir with 48.

The average age of chairs is 58.3 years, ranging from 90 to 44. Six (21%) chairs are below 50 and 14 (50%) are aged between 50 and 60.

BIST 30 boards continue to appoint board members with a lower average age than the full sample of BIST 30 directors (55.5 vs 58.6 years).

Average age

Education of board members

The chart below shows the highest academic qualifications attained by BIST 30 board members.

Education

Length of service

The average tenure is increasing for BIST 30 boards, especially for non-executive directors. In five years, the average tenure of non-executive directors has increased 64.9% (from 2.7 in 2016 to 6.1 in 2021).

Our chart breaks down tenure levels, according to gender, foreign and Turkish nationals, and the independence status of directors. Among non-executive directors, women on average have higher lengths of service compared to men. Independent directors tend to have shorter than average tenure.

Tenure of chairs is not very different from that of NEDs, although we observe a higher-than-average tenure among executive and female chairs. This year, we see that all three female chairs are family-affiliated and have longer tenures.

The longest-serving chairs run the boards of Sabancı Holding and Tüpraş (13 and 17 years, respectively); both are family members of the relevant holding companies. In 2021, Vakıflar Bankası, Petkim, İş Bankasi, TSKB, Şişecam, Tekfen, and Kardemir appointed new chairs.

The two longest-serving CEOs are at TAV (24 years) and BIM (11 years).

Non-executive tenure (years)
Non-exec directors Non-exec chairs
All 6.1 5.1
Women 7.7 12.9
Men 5.7 3.9
Foreign 6.8 2.4
Nationals 6 5.3
Independent 3.3
Not independent 7.9
Executive tenure
Tenure
CEOs 4.7
Executive chairs 8.7
Tenure of board chairs
2021 2020 2018
<3 years 36% 36% 38%
3–6 years 32% 32% 21%
6–9 years 14% 4% 24%
>9 years 18% 29% 14%