ISTANBUL, June 27, 2022 /PRNewswire/ — D-MARKET Electronic Services & Trading (d/b/a “Hepsiburada” or the “Company”) (NASDAQ: HEPS), a leading Turkish e-commerce platform, today announced the appointment new members to its Audit Committee, Risk Committee and Corporate Governance Committee, who are appointed by decision of the Board of Directors in accordance with Article 390, paragraph 4 of the Turkish Commercial Law.
As previously announced the May 20, 2022, the Board of Directors has appointed Dr. H. Cem Karakaş and Mr. Ahmet F. Ashaboğlu as new independent members of the Board of Directors following the resignation of Messrs. Erol Çamur and H. Korhan Öz from the board of directors and the audit committee. The appointments of Messrs. Karakaş and Ashaboğlu to the vacant positions on the Board of Directors were approved by the shareholders of the Company during the Annual Ordinary General Meeting duly convened and held on June 24, 2022.
Mr. Cemal Ahmet Bozer resigned from his duties as a member of the Audit Committee and Chairman of the Risk Committee and the Corporate Governance Committee, effective June 24, 2022, but he will remain a member of the board of directors. The resignations from Mr. Bozer’s Board Committees were motivated by the required compliance with Article 38 of the Company’s Articles of Association and the Corporate Governance Principles of Turkey Capital Markets Board, pursuant to which Mr. Bozer will cease to be considered an “independent” member of the board of directors in September 2022after serving for more than six years as a member of the Board of Directors over a period of ten years.
In addition, Mr. Tayfun Bayazıt left the Corporate Governance Committee, but will remain a member of the Audit Committee and the Risk Committee.
The Audit Committee, the Risk Committee and the Corporate Governance Committee of the Board of Directors are composed of the following members in force June 24, 2022:
- Audit Committee: Tayfun Bayazıt, Ahmet F. Ashaboğlu and H. Cem Karakaş.
- Risk Committee: Ahmet F. Ashaboğlu, Tayfun Bayazıt and Tolga Babalı.
- Corporate Governance Committee: H. Cem Karakaş, Ahmet F. Ashaboğlu and Tolga Babalı.
The distribution of tasks, including the chairmanship, will be decided later by each of the committees.
The company’s board of directors has determined that Messrs. Bayazıt, Ashaboğlu and Karakaş, and therefore all members of the Audit Committee, are independent directors who meet the “independence” requirements set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the Nasdaq Listing Rules.
New members of our audit committee meet the financial literacy requirements under the Securities Exchange Act of 1934, as amended, and Nasdaq listing rules. In addition, the Board of Directors has determined that each of Messrs. Bayazıt, Ashaboğlu and Karakaş is an audit committee financial expert as defined by the applicable rules of the Securities and Exchange Commission and has the required financial sophistication as defined by the applicable rules and regulations. from the Nasdaq.
Hepsiburada is a leading e-commerce technology platform in Turkey, combining a globally proven e-commerce business model with a unique “super app” to meet the daily needs of our customers and help improve people’s daily lives. Customers can access a wide range of products and services, including same-day delivery of groceries and essentials, products from international merchants, airline tickets and payment services through our integrated digital wallet , Hepsipay. As at the end of March 2022we had seamlessly connected 44.2 million members and 82.9 thousand active merchants.
Founded in Istanbul in 2000, Hepsiburada was built to lead the digitization of commerce in Turkey. As a women-founded organization, we are committed to taking meaningful action to empower women. Through our Technology Empowerment for Women Entrepreneurs program, we have reached over 32,000 women entrepreneurs across Turkey nowadays.