92 VAKIFBANK
ANNUAL REPORT 2015
CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT
CHAPTER I - DECLARATION OF CORPORATE
GOVERNANCE PRINCIPLES COMPLIANCE
Türkiye Vakıflar Bankası T.A.O. (“VakıfBank”
or “Bank”), has adopted the Corporate
Governance Principles stipulated in accordance
with the Banking Legislation, Capital Markets
Legislation, Turkish Commercial Code and other
relevant regulations. VakıfBank pays utmost
attention in order to actualize these principles
and has adopted the equality, transparency,
accountability and responsibility concepts of the
Corporate Governance Principles published by
Capital Markets Board (CMB).
The Bank ensured compliance with the following
Corporate Governance Principles from among
those stipulated in the Annex of the Corporate
Governance Communiqué II-17.1 that entered
into force after being published in the Official
Gazette (no. 28871) on the 3
rd
of January 2014;
a-) The Bank is in compliance with the following
compulsory principles that must be implemented
by the banks: (1.3.1.), (1.3.5.), (1.3.6.), (1.3.9.),
(4.2.6.), (4.3.1.), (4.3.2.), (4.3.3.), (4.3.4.),
(4.3.5.), (4.3.6.), (4.3.7.), (4.3.8.), (4.5.1.),
(4.5.2.), (4.5.3.), (4.5.4.), (4.5.9.), (4.5.10.),
(4.5.11.), (4.5.12.), (4.5.13.), (4.6.2.) and
(4.6.3.).
b-) Regarding the non-compulsory principles:
In order to achieve compliance with the principle
no. 1.3.10, the Bank’s Board of Directors
established a “Donation and Aid Policy” within
the period and this policy was published on the
website in Turkish and English. The policy was
approved by the shareholders at the 61
st
Ordinary
General Assembly Meeting held in 2015, and thus
full compliance with the principle was achieved.
In order to comply with principle no.1.6.1, the
Bank’s Board of Directors established a “Profit
Distribution Policy” in 2014, and published
the policy document in Turkish and English
on the website. The policy was approved by
the shareholders at the 61
st
Ordinary General
Assembly Meeting held in 2015, and thus full
compliance with the principle was achieved.
There are no female members on the Bank’s
Board of Directors. No target ratio and time were
determined for female members to be included
on the Board of Directors. Although the Bank
currently could not achieve compliance with the
advisory principle no. 4.3.9, there was no conflict
of interest among the stakeholders due to a
non-compliance with the mentioned principle.
In order to ensure that companies set forth their
approach towards sustainability issues such
as environment, global warming, depletion of
natural resources, employee rights, occupational
health and safety, Corporate Governance, and
that their decisions about their activities are
analyzed with an independent evaluation system
in international standards; a Sustainability Index
was established in 2014 within the structure of
Borsa İstanbul (BİST). In this context, VakıfBank
maintained its position in the index in 2015.
VakıfBank is one of the five banks in the index
listing 29 companies. VakıfBank’s participation
in this index, which is one of the significant
indicators in terms of corporate governance,
shows the Bank’s sensitivity in this field.
CHAPTER II - SHAREHOLDERS
2.1 Investor Relations Department
The Investor Relations Department carries out
its activities under the Head of International
Banking and Investor Relations that reports to
the Executive Vice President Mr. Hasan Ecesoy.
Conducting relations with foreign and corporate
investors, rating institutions and shareholders,
the Investor Relations Department makes
required notifications regarding all activities
carried out and quarterly submits presentations,
in particular, regarding the financial comparative
analysis of VakıfBank with its peers to the Board
of Directors.
Name-Surname
Title
License
Mustafa TURAN*
Head
Capital Market Activities Advanced Level License,
Derivative Instruments License,
Corporate Governance License
Ali TAHAN
Manager
Capital Market Activities Advanced Level License,
Derivative Instruments License,
Corporate Governance License
Name-Surname
Title
Phone
E-mail
Mustafa TURAN
Head +90 212 316 73 90
Ali TAHAN
Manager +90 212 316 73 36
Nazan KILIÇ
Assistant
Manager
+90 212 316 73 86
Zeynep Nihan DİNCEL
Associate +90 212 316 73 83
Yasemin KEÇELİOĞLU
Associate +90 212 316 73 85
Ece Seda YASAN
Assistant
Associate
+90 212 316 74 01
Yusuf YILMAZ
Assistant
Associate
+90 212 316 73 88
Berna SELEM ARSLANTAŞ Assistant
Officer
+90 212 316 75 94
The licenses of the department directors are as shown below:
Employees serving in the Investor Relations Department are as follows:
* Assumes duties as a member of the Corporate Governance Committee as per the 11
th
Article and 2
nd
paragraph of the
Corporate Governance Communiqué.
