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PART II: MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES
and timely access to information, the Internal
Control Department – carrying out its activities
under the supervision and control of the Audit
Committee – controls the operational procedures
for carrying out activities in all branches and
departments of the Bank, bank’s communication
channels, information systems, financial
reporting systems and business processes.
Internal Control Department; i) controls the
functional separation of tasks, and distribution
of duties and responsibilities, for defining,
measuring and preventing the Bank risks, ii)
reviews the processes, iii) determines check
points, iv) carries out activities to increase the
effectiveness of the control process, and to
establish auto-control mechanisms in processes.
While necessary measures are taken, processes
and systems to be activated, are evaluated with
a proactive approach covering risks that have
not been previously encountered or defined.
Compliance Department carries out necessary
activities in order to ensure compliance with
the legal obligations within the scope of
“Prevention of Laundering of Proceeds of Crime
and Financing of Terrorism”, and with the
international rules and principles on the same
issue.
Legislation Monitoring and Evaluation
Department; i) regularly monitors the
developments (related to banking activities) in
legislation and banking practices, ii) interprets
the impacts of the legislation changes on
the banking activities, iii) determines, within
this scope, the measures to be taken by the
Bank, and changes to be made in Bank’s
internal legislation and practices, and provides
written information about the issue to the
relevant departments of the Bank, iv) requests
necessary measures to be taken. Furthermore,
relevant departments are informed about
draft regulations related to banking, necessary
procedures are initiated before the regulations
enter into force. The Department monitors
the activities carried out by the relevant
departments, measures taken, changes made
in practices, and the internal legislation
regulations, and moreover coordinates the
processes of i) eliminating deficiencies (as the
Department counsels if necessary) and ii) taking
necessary measures in order to promptly and
fully comply with the legislation, iii) updating
the general legislation and guidelines that
will be prepared by the business units in this
context. Moreover, the Department i) performs
tasks regarding the compliance controls
within the scope of the “Regulation On Banks’
Internal Systems and Internal Capital Adequacy
Evaluation Process”, ii) examines and evaluates
the new products and services of the Bank
in terms of internal legislation regulations
compliance risk, iii) ensures that necessary
corrections, changes are made and measures
are taken.
5.5 Company’s Strategic Targets
The general strategies of the Bank are
determined in line with the expectations on the
economy and sector at the meetings chaired by
the General Manager with the participation of
the top management. Forecasts regarding the
annual projection in line with the strategies and
business plans are received from the business
units of the Bank and the business plans along
with data received from units are evaluated by
the management. Consequently, strategies of
the Bank, annual projections and business plans
are presented by the Strategy Development
Department to the approval of the Board of
Directors. The final version of the approved
projections and strategies are forwarded to
the Executive Vice Presidents of the Bank and
announced to the Bank employees. Information
regarding these projections and strategies
are assessed at the monthly held “target
achievement performance” meetings by the
Assets and Liabilities Committee according
to the data received from the Performance
Evaluation and Career Planning Department.
Furthermore, at the periodically held meetings
these strategies and projections are reviewed
while target achievement performance and
activities are evaluated and necessary actions
are taken. Furthermore, in case of having
unexpected developments in the sector, the
projection is revised if necessary.
5.6 Board of Directors Remuneration
The Chairman, Deputy Chairman and Members
of the Board of Directors receive an annual
salary that is determined by the General
Assembly annually and that is implemented
with the approval of the Prime Minister. This
issue specified in the minutes to the General
Assembly, is available on the Bank’s website.
The third paragraph of the 60
th
Article of the
Articles of Incorporation of the Bank is as
follows: “Members of the Board of Directors
who are not shareholders and Members of
the Board of Directors’ relatives who are not
shareholders specified in the 393
rd
Article of the
Turkish Commercial Code cannot borrow cash
from the Bank. For these persons, the Bank
cannot give surety, guarantee and collateral,
cannot assume responsibility, and cannot take
over their debts.” Within this scope, the Bank
did not lend any money or extend loans to any
of the Members of the Board of Directors. It
did not improve the terms for loans or credits
that have been given to the Members of the
Board of Directors, and neither it extended loans
by means of third persons and nor gave any
collaterals.
With the aim of complying with the principle
no. 4.6.2, the Board of Directors of the Bank
established a “Remuneration Policy” within
the period and published the policy document
in Turkish and English on the website. The
policy was submitted for the information of
the shareholders at the 2015 Ordinary General
Assembly Meeting.
Yours sincerely,
ÖZTÜRK ORAN
Corporate Governance
Committee Chairman
İSMAIL ALPTEKİN
Corporate Governance
Committee Member
MUSTAFA TURAN
Corporate Governance
Committee Member
