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PART II: MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES
The main duties and responsibilities of
the Investor Relations Department are as
follows:
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Managing the relations with existing and
potential foreign and local institutional
investors and rating institutions,
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Maintaining the relations with brokerage
companies’ analysts who prepare reports
about the Bank,
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Attending meetings organized inside and
outside the country on behalf of VakıfBank,
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Preparing quarterly presentations regarding
results of the financial statements and
making teleconferences,
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Preparing corporate presentations and similar
type of meeting tools that publicize the Bank,
arranging various target-driven publicity and
informative meetings,
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Keeping the “Investor Relations” page up-
to-date that includes Turkish and English
contents on the Bank’s website,
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Working in coordination with the relevant
Headquarters departments in preparing and
updating the Corporate Governance Principles
Compliance Report,
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Answering the shareholders’ written
information requests about the Bank,
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Preparing documents that must be submitted
for the shareholders’ information and review
regarding Ordinary and Extraordinary General
Assembly meetings and holding General
Assembly meetings in compliance with the
relevant legislation, the Bank’s Articles of
Incorporation and other internal regulations,
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Making the disclosure of material matters -
required to be made within the scope of the
Capital Markets Legislation and the relevant
legislation that the Bank is liable to comply
with - via Public Disclosure Platform,
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Coordinating projects regarding sustainability.
During 2015, the Investor Relations
Department:
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Approximately 1,500 information requests
submitted by the shareholders were
responded to.
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19 local and foreign investor conferences
were attended, and face-to-face meetings
were held with approximately 650 foreign
and local institutional investors.
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More than 200 meetings were held in the
Bank’s İstanbul office and roughly 450
investors/analysts were interviewed.
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Following the investor conferences attended,
reports were prepared in line with the
feedback obtained from the investors and
presented to the top management.
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Four teleconferences about the results of
the financial statements were arranged and
their records were published on the English
version of the website.
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Annual ordinary evaluation meetings were
held with four rating institutions (Fitch,
Moody’s, S&P and Capital Intelligence).
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Close contact was made with all the analysts
issuing reports about the Bank, accurate
and reliable information was given to the
analysts at the report preparation stages and
opinions were shared with the analysts on
the prepared reports.
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It was ensured that 2015 Ordinary General
Assembly meetings were held within the
scope and in compliance with the Banking
Law, Capital Markets Law, Corporate
Governance Communiqué, the Bank’s Articles
of Incorporation and other legislations.
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With the aim of coordinating the projects
regarding sustainability, secretarial office
works of the Sustainability Working Group
that carries out its activities under the
Corporate Governance Committee were
performed; meetings related to sustainability,
meeting agenda and actions to be taken
were determined.
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The EIRIS firm was contacted for the
evaluation of the sustainability projects;
transactions to be made about this subject
were determined in the order of priority; and
the ideas were exchanged about the reports
prepared by EIRIS about VakıfBank.
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The first Sustainability Report, covering
2014 and 2015 June activity period, was
prepared in compliance with the Global
Reporting Initiative G4, and submitted for the
information of the stakeholders.
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For the institutional and foreign investors,
Turkey’s first investor relations application
in English that was prepared by the related
Bank units in 2014 for iPhone and iPad users,
was actualized with the name “VakıfBank
IR.” From the date of activating the
application until the end of 2015, 4,710 users
downloaded the application and started using
it on tablets and smartphones.
2.2 Exercise of Shareholders’
Right to Information
Questions asked in writing or via phone calls
to the Investor Relations Department are
answered, except the ones that interfere with
confidential information and trade secrets, by
contacting with the most authorized person who
is the addressee of the question.
Information and developments that interest
the shareholders such as stock transaction,
capital increase, dividend transactions, General
Assembly meetings, financial statements,
disclosure of material matters, are regularly
communicated with the related parties via
websites, newspaper ads, mails or phone calls.
Mentioned developments and information are
shared with the investors located abroad via
e-mail. Moreover, information requests made
within the activity period by the domestic
shareholders about the status of their stocks,
conversion transactions of the existing shares
and stock sharing transactions upon death are
responded in writing.
VakıfBank has two separate investor relations
websites prepared both in Turkish and English.
These are:
Investor Relations website in Turkish:
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Iliskileri.aspx?pageID=657
Investor Relations website in English:
relations.aspx?pageID=625
On these websites, VakıfBank’s corporate
information, periodical financial statements
and activity reports, corporate governance
information, share certificate information and
announcements about developments in the
bank are available. There is no information
or disclosure in the Bank’s corporate website
that may have an impact on the use of the
shareholders’ rights.
The Articles of Incorporation of VakıfBank does
not regulate the issue of appointing a private
auditor. Provisions on requesting a private
auditor were evaluated within the scope of
the Turkish Code of Commerce and the Capital
Markets Law. At the 2015 Ordinary General
Assembly, no requests to appoint a private
auditor were received from the shareholders.
