88 VAKIFBANK
ANNUAL REPORT 2015
COMMITTEES
AUDIT COMMITTEE
Mehmet Emin Özcan and Sabahattin Birdal were
elected to the Audit Committee that was established
in order to assist the VakıfBank Board of Directors in
carrying out its auditing and oversight responsibilities.
The Audit Committee has assumed the following
duties and functions:
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Overseeing the effectiveness and adequacy of the
internal control systems of the Bank; functioning
of these systems as well as the accounting and
reporting systems in accordance with applicable
laws and regulations; and maintaining the integrity
of the information generated by these systems on
behalf of the Board of Directors,
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Performing the preliminary assessments required
for the selection of the independent audit firms by
the Board of Directors,
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Monitoring the activities of the independent audit
firms selected by the Board of Directors on a
regular basis,
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Ensuring the consolidated functioning and
coordination of the internal audit functions of the
institutions subject to consolidated audit,
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Receiving regular reports from the departments
in charge of and independent audit companies
working on internal audit, internal control and risk
management systems as regards their operations.
CREDIT COMMITTEE
VakıfBank Credit Committee is comprised of two
permanent members and two alternate members, in
addition to the General Manager. Mehmet Emin Özcan
and Şeref Aksaç serve as permanent members while
Sabahattin Birdal and İsmail Alptekin are alternate
members.
The functions of the Credit Committee are as follows:
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Performing the tasks stipulated in the Banking Law
in accordance with the principles set forth by the
Board of Directors,
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Soliciting the written recommendation of the
Head Office in lending decisions, and providing
the financial analysis and news and intelligence
reports about those applying for loans with respect
to recommendations for loans that require the
procurement of account status documentation,
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Providing any type of information that may be
requested by any of the members of the Board
of Directors about the Committee’s activities and
cooperating in the performance of any checks
and controls since the Committee’s activities are
overseen by the Board of Directors.
CORPORATE GOVERNANCE COMMITTEE
VakıfBank Corporate Governance Committee consists
of Chairman Öztürk Oran and Members İsmail Alptekin
and Mustafa Turan. Corporate Governance Committee
is responsible for overseeing the Bank’s compliance
with the Corporate Governance Principles.
Corporate Governance Committee also fulfills the
following functions:
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Overseeing the degree of compliance with the
Corporate Governance Principles within the Bank
and determining the reasons in case of non-
compliance as well as determining the negative
impacts resulting from incomplete adherence to
these principles and recommending corrective
actions to be taken in respect thereof,
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Formulating methods that will provide
transparency in the identification of the candidates
for the Board of Directors to be recommended to
the Board of Directors,
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Undertaking research and developing
recommendations about the number of executives
in senior management positions,
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Formulating recommendations and monitoring
the implementations related to the principles
and practices for performance evaluation and
compensation of the members of the Board of
Directors and the executives,
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Providing recommendations to the Board of
Directors pertaining to the persons to be appointed
to the Bank’s senior management positions
consisting of Executive Vice Presidents and
equivalents,
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Investigating the independence of the members of
the Board of Directors and uncovering any conflicts
of interest,
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Providing assessments and recommendations
related to the structure and operating principles of
the committees reporting to the Board of Directors.
REMUNERATION COMMITTEE
With the Board of Directors decision numbered
82893 and dated January 26, 2012, the VakıfBank
Remuneration Committee was established in line
with Article 6 of the Corporate Governance Principles
that was amended with the “Regulation on Making
Amendment to the Regulation Regarding the
Corporate Governance Principles of Banks” that was
published in the Official Gazette No. 27959 dated June
9, 2011. The Committee Chairman is Öztürk Oran and
the members are Dr. Adnan Ertem and Şeref Aksaç.
The Remuneration Committee;
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Evaluates remuneration policies and practices
in the context of risk management, and reports
its recommendations to the Board of Directors
annually.
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Develops its recommendations regarding the
remuneration of the members of the Board of
Directors and senior executives by taking into
consideration the Bank’s long-term objectives. The
Committee identifies remuneration criteria that
are linked to respective the performance of both
the Bank and the Board Members. Considering the
degree of realization of the criteria, the Committee
submits its remuneration proposals regarding
Board Members and senior executives to the Board
of Directors.
ASSET/LIABILITY MANAGEMENT
COMMITTEE
The Asset/Liability Management Committee meets
on a weekly basis to evaluate economic and market
developments and to discuss the impact of these
developments on the Bank’s balance sheet. In
addition, by reviewing the cost of funding as well as
currency, interest rate, liquidity and credit risks, the
Committee provides direction to ensure that actions
impacting the Bank’s balance sheet are in line with
the Bank’s objectives and strategies. In addition,
the Committee monitors resources and resource
utilization movements that generate cash inflows and
outflows in the short term, and evaluates measures
and actions that will give direction to the liquidity-
resource procurement-resource utilization transactions
that are suitable for the Bank’s primary objectives and
strategies.
The Committee being chaired by the General Manager
is comprised of Executive Vice Presidents, the
Manager of Economic Research and the Head of Risk
Management.
COMMITTEE MEETING FREQUENCY AND
ATTENDANCE AT MEETINGS
Board of Directors
It generally convenes every 15 days, but more
frequently in case of emergencies. The Board of
Directors convened for 31 meetings and passed 1,456
resolutions in 2015.
Audit Committee
The Audit Committee generally convenes once
a month. The Audit Committee convened for 16
meetings and passed 45 resolutions in 2015.
Credit Committee
It generally convenes every 15 days and holds
extraordinary meetings in case of emergencies. The
meeting time is determined based on the number of
agenda items received by the meeting secretariat and
their urgency status. The Committee convened for 65
meetings and passed 398 resolutions in 2015.
Asset/Liability Management Committee
Usually convening weekly, the Committee held 43
meetings in 2015.
Corporate Governance Committee
It convenes at the dates specified by the Committee
Chairman; generally every three months or at least
twice a year, but not to exceed six months between
meetings. The Committee convened for two meetings
in 2015.
Remuneration Committee
It meets at least once a year. The Committee
convened once in 2015.
