Audit Committee

Audit Committee Composition

• Chairperson: Tolga Karatas
• Members: Tahir Akture, Adem Cetin
• Management DRI: Chief Financial Officer

Audit Committee Agenda Planner

The below amended Audit Committee Earnings and Compliance and Special Topics Meeting Calendar was approved by the Audit Committee on 2023-11-27.

Audit Committee Earnings Meeting Calendar

Disclaimer - We anticipate covering the following topics and additional topics will be added as needed. The frequency may also change as needed.

Accounting and Reporting

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Financial Summary	X	X	X	X
2	Statement of Operations - GAAP	X	X	X	X
3	Review of Financial Statements	X	X	X	X
4	Balance Sheet	X	X	X	X
5	Statement of Cash Flow	X	X	X	X
6	GAAP to Non-GAAP Reconciliation	X	X	X	X
7	Review of Financial Statement - Summary of Key Accounting Matters	X	X	X	X
8	Audit Update	X	X	X	X
9	Other Topics					X

Tax

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Effective Tax Rate/Cash Taxes/Tax Attributes (NOLs and Credits)	X	X	X	X
2	Other Topics					X

Disclosure Committee

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Disclosure Committee Report	X	X	X	X
2	Other Topics					X

10Q /10K

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	10Q /10K Summary and Draft 10Q /10K	X	X	X	X
2	Other Topics					X

Internal Audit

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Internal Audit Update					X
2	Other Topics					X

Earnings Release and Guidance

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Press Release	X	X	X	X
2	Prepared Remarks	X	X	X	X
3	Investor Presentation	X	X	X	X
4	Guidance Review	X	X	X	X
5	Other Topics					X

KPMG

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Quarterly Review Update	X	X	X	X
2	Other Topics					X

Closed session

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Chief Legal Officer, Chief Finance Officer and KPMG	X	X	X	X

Audit Committee Compliance and Special Topics Meeting Calendar

Management, Accounting and Reporting

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	New Accounting Pronouncements	Annual	X
2	International Reporting	Annual	X
3	Treasury	Annual	X		X
4	Special Topics	Quarterly	X	X	X	X
5	Summary of tax returns filed YTD)	Annual				X
6	Stat Audit Update	Annual			X
7	Audit Committee Calendar Review	Annual				X
8	Organization Overviews - Accounting, Finance, Tax, FP&A, Investor Relations	Semi Annual		X		X
9	Insurance Coverage Update	As needed			X		X
10	Stock Transactions	As needed					X
11	Tax Audits and Assessments/Closing Agreements	As needed					X
12	Attrition	As needed					X
13	Investment Program and Health Check	Semi Annual		X		X
14	Close Process Assessment & SEC	Semi Annual		X		X
15	Other Topics	As needed					X

Legal, Risk and Compliance

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Code of Conduct, Related Party Transactions and other policy reviews	As needed					X
2	Committee Annual Assessment	Annual	X				X
3	Related Party Transactions	As needed					X
4	Litigation	As needed					X
5	Review of Audit Committee Charter	Annual	X				X
6	Organization Overview	Annual		X			X
7	Privacy, Product, IP & Trade Compliance	Annual		X
8	Employment	Annual		X
9	Corporate	Annual		X
10	Commercial	Annual		X
11	Approval of Minutes	Quarterly	X	X	X	X
12	Other Topics	As needed					X

System

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Information Technology System Updates (accomplishments, focus and improvements)	Semi Annual		X		X
2	State of Systems and Scalability	Semi Annual	X		X
3	Organization Overview	Annual	X
4	Other Topics	As needed					X

IT Compliance

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Finance Application System Reviews (ITGC)	Semi Annual	X		X
2	Other Topics	As needed					X

Security Compliance

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Security Operational Risk Assessment Results	Annual		X
2	Security Update	Semi Annual		X		X
3	Organization Overview	Annual				X
4	Other Topics	As needed					X

Internal Audit

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Internal Audit Annual Plan	Annual	X
2	Fraud Risk Assessment	Annual		X
3	Annual Assessment of Internal Audit (Strategic Plan, IA roadmap, skillset assessment)	Annual			X
4	Internal Audit Charter Review	As needed	X
5	Organization Overview	As needed		X
6	Internal Audit and SOX program update	Quarterly	X	X	X	X
7	Technology Strategy Roadmap update	Annual			X
8	Data Analytics Strategy Roadmap update	Annual				X
9	Career Framework update	Annual			X
10	Enterprise Risk Management update	Annual	X
11	Other Topics	As needed					X

External Audit

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Global Audit Plan and Fees/Appoint External Auditor	Annual				X
2	Annual Assessment of Audit Firm, Engagement Team and Lead Audit Partner	Annual			X
3	Independence Review	Annual				X
4	Quarterly and Annual Audit Results and required communications, as applicable	Quarterly	X	X	X	X
5	Other Topics	As needed					X

Closed session

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Executive Session with invitees	As needed					X
2	Chief Legal Officer	Quarterly	X	X	X	X
3	Chief Finance Officer	Quarterly	X	X	X	X
4	Approvals	Quarterly	X	X	X	X
5	Two upcoming meeting agendas	Quarterly	X	X	X	X
6	External Auditor	Quarterly	X	X	X	X