100 VAKIFBANK
ANNUAL REPORT 2015
In the Board of Directors’ decisions regarding
the Bank’s significant related party transactions,
approval is required by majority of the
Independent Members. In case any such
transaction is not approved by the majority of
the Independent Members, (i) the situation will
be publicly announced within the framework of
public disclosure regulations in such a manner
that will include sufficient information regarding
the transaction; and (ii) the transaction will
be presented to the approval of the General
Assembly. Board of Directors’ decisions that
are not made in conformity with the specified
principles will not be valid (54
th
Article of the
Articles of Incorporation of the Bank).
An electronic meeting system was established
to enable the Members of the Board of Directors
of the Bank to attend the meetings and to vote
on electronic platform.
Losses incurred by the members of the Board of
Directors as a result of their faults during their
term of office, are covered under insurance.
Employer’s Liability Insurance 2015 policy’s
total value is USD 75,000,000 for each damage
within the term of the policy.
5.3 Number, Structure and Independency of
Committees Established by the
Board of Directors
In order to efficiently and effectively carry
out its activities in line with the Banking Law
no. 5411, Banking Regulation and Supervision
Agency’s “Regulation on Corporate Governance
Principles in Banks”, Capital Markets Board’s
Corporate Governance Principles and the
Articles of Incorporation of the Bank; the Board
of Directors has established Audit Committee,
Credit Committee, Corporate Governance
Committee and Remuneration Committee.
All Members of the Audit Committee and
the Chairmen of the other committees are
Independent Members. Due to the fact that
there are no Executive Members except the
General Manager, in the Board of Directors,
Committee Members are non-executive
members. Committees are not entitled to take
executive decision.
The Audit Committee is composed of the
Independent Members of the Board of Directors;
Mehmet Emin ÖZCAN and Sabahattin BİRDAL.
The Audit Committee convenes at least once a
month on the specified date.
Credit Committee is composed of two
permanent members and General Manager.
Permanent members are Mehmet Emin ÖZCAN
(independent member) and Şeref AKSAÇ. There
are two substitute members for a member who
will not attend a meeting. Substitute members
are Sabahattin BİRDAL and İsmail ALPTEKİN.
The Credit Committee generally convenes once
every 15 days, and holds an extraordinary
meeting in urgent cases. The Committee’s
meeting date is set according to the number
and urgency of the agenda items that are
received by the meeting secretary.
The Corporate Governance Committee is
composed of the Members of the Board of
Directors Öztürk ORAN (Committee Chairman
- Independent Member), İsmail ALPTEKİN and
Head of International Banking and Investor
Relations Mustafa TURAN. The Committee
generally convenes once every three months or
at least twice in a year on semi-annual basis on
a date determined by the Committee Chairman.
The Remuneration Committee is composed
of Öztürk ORAN (Committee Chairman -
Independent Member), Dr. Adnan ERTEM
and Şeref AKSAÇ. Remuneration Committee
evaluates the remuneration policy and
applications within the scope of risk
management and submits the suggestions as a
report to the Board of Directors every year. The
Committee convenes once every year.
Committees carry out their tasks within
the scope of the framework of the working
principles specified in the Articles of
Incorporation of the Bank. Committees meet at
a regularity required by their tasks. All tasks are
carried out in writing and necessary records are
kept. Furthermore, the procedures and principles
practiced by the committees in carrying out
their activities are available in the Annual
Report. The number of the Members of the
Board of Directors of the Bank is “9”. However,
the number of the Members of the Board of
Directors carrying out tasks as of the report
date is “8”. (The term of office of the Member
of the Board of Directors Halim KANATCI ended
on 30.04.2015. The Prime Ministry Office has
not appointed a new member in his vacant
position yet.). Board Members assume duties in
more than one committee since the number of
the members of the committees of the Board
of Directors is greater than the number of the
members of the Board of Directors as stipulated
in the principles of the Capital Markets Board
Corporate Governance Principles and Banking
Regulation and Supervision Agency. Committees
are composed of at least 2 members.
5.4 Risk Management and Internal
Control Mechanism
The Risk Management Department directly
reporting to the Audit Committee is responsible
for carrying out activities for defining,
measuring, reporting, monitoring and controlling
the risks the Bank faces. Furthermore, all
departments are considered as a part of the risk
management system.
Risk Management activities in the Bank
are carried out in conformity with the legal
legislation, also international best practices are
pursued. Within this scope, risk management
strategies were established, as the policies for
managing each of the risks were written within
the framework of principle of materiality.
A capital structure in conformity with the
risk level is closely monitored, as the Bank’s
resistance against unexpected and negative
developments is measured via scenario analysis
and stress tests. Besides measuring legal capital
requirement, İSEDES (Internal Capital Adequacy
and Evaluation Process) activities that include
internally evaluating the capital requirement for
the risks the Bank faces/will face also carried
out, as the results are evaluated by the top
management.
Furthermore, Risk Management Department
carries out its activities in coordination with the
Audit Board and Internal Control Department,
within the scope of the “Regulation on Banks’
Internal Systems and Internal Capital Adequacy
Evaluation Process”.
An efficient and effective internal control
system was established in order to make sure
that; Bank activities are carried out within the
framework of the current legal legislation,
in conformity with the targets, policies and
strategies specified by the top management.
In order to establish, develop and coordinate
a healthy internal control system in the Bank
and to enable the reliability, integrity of the
accounting and financial reporting system,
CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT
