99
PART II: MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES
Duties of the Members of the Board of Directors outside the Bank within the Group:
NAME - SURNAME
SUBSIDIARY
POSITION IN THE SUBSIDIARY
START DATE OF POSITION
Ramazan GÜNDÜZ
VakıfBank International AG
Chairman
27.04.2015
Mehmet Emin ÖZCAN
Güneş Sigorta A.Ş.
Vakıf Yatırım Menkul Değerler A.Ş.
Deputy Chairman
Chairman
27.03.2015
27.03.2015
Halil AYDOĞAN
Güneş Sigorta A.Ş.
Taksim Otelcilik A.Ş.
TSKB A.Ş.
Chairman
Chairman
Member
09.04.2013
15.02.2012
16.12.2013
İsmail ALPTEKİN
Vakıf Gayrimenkul Değerleme A.Ş.
Taksim Otelcilik A.Ş.
Chairman
Member
31.05.2010
01.01.2011
Dr. Adnan ERTEM
Vakıf Emeklilik A.Ş.
Chairman
30.03.2011
Sabahattin BİRDAL
Vakıf Yatırım Menkul Değerler A.Ş.
Vakıf Gayrimenkul Yatırım Ort. A.Ş.
Deputy Chairman
Chairman
27.03.2015
30.04.2014
Öztürk ORAN
Vakıf Menkul Kıymet Yat. Ort. A.Ş.
VakıfBank International AG
Chairman
Deputy Chairman
09.05.2014
27.04.2015
Şeref AKSAÇ
Vakıf Emeklilik A.Ş.
Vakıf Finansal Kiralama A.Ş.
Vice Chairman
Chairman
27.03.2015
01.04.2015
Member of the Board of Directors Dr. Adnan
ERTEM’s duties outside VakıfBank and the Group
are; General Manager of the General Directorate
of Foundations, Member of the Board of
Directors of the Social Aid Fund Board, Member
of the Board of Directors of Supreme Council
of Antiquities and Monuments, Member of
the Board of Trustees of Recep Tayyip Erdoğan
University Foundation, Member of the Board of
Trustees of Bezmi Alem University Foundation,
Member of the Board of Directors of Kuveyt Türk
Katılım Bankası A.Ş., Chairman of the Board of
Directors of Press Advertising Institution, and
Deputy Chairman of the Board of Directors of
Vakıf Katılım Bankası A.Ş.
Member of the Board of Directors Öztürk
ORAN’s duties outside VakıfBank and the Group;
Since 2003, he continues his professional life
as Chairman of the Board of Directors in the
pharmaceutical companies where he also is
a partner. He is a Member of the Board of
Directors in İstanbul Chamber of Commerce
and in the World Trade Center. He is also the
Chairman of the Board of Directors of Vakıf
Katılım Bankası A.Ş.
The fourth paragraph of the 60
th
Article of the
Bank’s Articles of Incorporation is as follows:
“Without getting approval from the General
Assembly, Members of the Board of Directors
cannot perform any transactions related to a
commercial business that is within the scope
of the Bank’s field of activity, for their own
account or for the account of others, or cannot
become unlimited partners in other companies
carrying out similar commercial businesses.”
Within this scope, without getting permission
from the General Assembly of the Bank, the
Members of the Board of Directors cannot
directly or indirectly make any transactions with
the Bank on behalf of themselves or others and
cannot be executive members in a corporation
making transactions with the Bank. Furthermore
as per the Banking Law no. 5411, Members of
the Board of Directors who assume tasks in the
Audit Committee do not have any tasks/duties/
positions in the unconsolidated subsidiaries.
5.2 Operating Principles of the
Board of Directors
Board of Directors must convene at least twice
a month upon the call made by the Chairman or
at least two members in line with the necessity
of the Bank affairs. However, if there are not
any issues on the agenda, the meeting can be
postponed only for one time with the approval
of the Chairman (Article 53 of the Bank’s
Articles of Incorporation). Meeting agendas are
prepared according to the memorandums sent
from the Head Office departments while various
reports the Board of Directors requested from
the management and various issues presented
by the Board Members are discussed during
the meeting. The agenda and relevant files are
presented to the members prior to the meeting.
Informational and communication activities
for the Members of the Board of Directors
of the Bank are carried out by the Board of
Directors Administrative Department. In 2015,
31 Board of Directors meetings were held.
Members of the Board of Directors did attend
the Board Meetings except in cases they had
excuses. Decisions were made unanimously.
All questions, opinions and objections of the
Members during the Board of Directors Meeting
are recorded in the meeting minutes. Each
Member of the Board of Directors has one right
to vote, and members do not have weighted
right to vote and/or negative veto right.
At the Board of Directors Meetings, majority of
the Members must be present. Decisions are
taken by majority of the attending members. In
case of equality of votes, the voted issue will be
added on the agenda of the next meeting; and
will be deemed refused in case of equality for
another time in that meeting (54
th
Article of the
Articles of Incorporation of the Bank).
