94 VAKIFBANK
ANNUAL REPORT 2015
CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT
2.3 General Assembly Meetings
The Ordinary General Assembly Meeting was
held at the Headquarters’ address in 2015. 61
st
Ordinary General Assembly Meeting was held
on the 30
th
of March 2015 and meeting quorum
was 85.08%.
Ordinary General Assembly Meeting was held
as per the provisions of the “Regulation On
The General Assemblies Of The Joint Stock
Companies That Will Be Made In Electronic
Environment” and “Communiqué On The
General Assembly System That Will Be Used
In The General Assemblies Of The Joint
Stock Companies”. The shareholders had the
opportunity to attend the General Assembly
meeting on an electronic platform, express
their opinions, make suggestions, and cast their
votes.
In order to inform the shareholders in prior
to General Assembly Meetings, the call for
General Assembly, the agenda, power of
attorney sample and other attached documents
were publicly announced in conformity with
the relevant legislation via Public Disclosure
Platform, Turkish Trade Registry Gazette,
Electronic General Assembly System and at least
on two newspapers (published nationwide)
selected by the Board of Directors. These
documents were also published in Turkish and
English on the Bank’s website. A minimum
of 21 days prior (meeting and call dates
excluded), a call for a General Assembly is
made in the Central Registry Agency system for
the e-General Assembly service that enables
participating, making proposals and statements,
and voting at the Bank’s General Assembly
Meeting on electronic platform. Moreover, these
documents are sent to the shareholders whose
up-to-date addresses are listed on the Bank’s
records.
The 2014 Annual Report – composed of
the Bank’s Balance Sheet and Profit & Loss
Statements for the 2014 accounting period,
Board of Directors’ Annual Report, Audit
Report and Independent External Audit Firm’s
Report – prepared for the General Assembly,
was available for the information of the
shareholders in the Central Registry Agency
system and in all branches of the Bank before
the General Assembly so that they had the
opportunity to have information about and
to review the Annual Report. Furthermore, in
case shareholders request, Bank’s branch staff
will be providing them with the copies of the
call for General Assembly, agenda and power
of attorney samples. Shareholders, entitled to
attend the General Assembly, who completed
the necessary procedures did attend the
Ordinary General Assembly Meeting held in
2015.
The invitation letters published before the
meetings contain the following information:
–
–
Date, time and location of the meeting,
–
–
Agenda of the meeting,
–
–
The body inviting shareholders to the
meeting (e.g. Bank’s Board of Directors),
–
–
The locations where the annual report,
balance sheet and profit/loss accounts
statements are available for review by
shareholders in case of ordinary meeting
announcements (Head Office and branches),
–
–
Sample power of attorney for shareholders
who will not attend the meeting in person.
The annual report contains information on the
operations of the Bank, information on the
top management, the Bank’s balance sheets,
footnotes on the balance sheet, Independent
Auditors’ Report, Board of Audit Report, Board
of Directors’ Dividend Distribution Proposal, with
Corporate Governance Principles Compliance
Report and other relevant information. Upon
request, the Investor Relations Department
provides shareholders with a copy of the annual
report before or after the General Assembly
meeting.
All shareholders, irrespective of the size of their
participating share, are entitled to speak, to
express opinion and to ask questions related
to the agenda items of both Ordinary and
Extraordinary General Shareholders’ meetings.
The answers given by the Meeting Chairman
and Council to the questions, suggestions and
opinions, and to other issues of the shareholders
– who physically and/or electronically attended
the Ordinary General Assembly Meeting held on
the 30
th
of March 2015 was included in detail in
the General Assembly minutes. Following the
General Assembly, General Assembly Meeting
minutes and annexes are publicly announced
via Public Disclosure Platform, Turkish Trade
Registry Gazette, e-Company Information Portal
and Electronic General Assembly System, and
furthermore on the Bank’s website.
The 39
th
Article of the Bank’s Articles of
Incorporation is as follows: “Every shareholder
attending the General Assembly Meeting has
the opportunity to declare his/her opinions and
ask question about the agenda items, under
equal circumstances and within the framework
of the principles regarding the conduct of the
meeting. Questions asked to the Board of
Directors, are verbally answered right on the
spot if possible, if not they will be answered in
writing within one week following the General
Assembly provided that they are necessary for
using shareholders’ rights and that they do not
interfere with trade secrets.” At the Ordinary
General Assembly Meeting held on the 30
th
of March 2015, shareholders’ questions were
answered during the meeting by the Investor
Relations Department. Furthermore, within the
scope of the Corporate Governance Principle
no. 1.3.5; the questions asked at the General
Assembly meeting and the answers given, were
published on the Bank’s website within the 30
days following the meeting date. There were
no unanswered questions at the 61
st
Ordinary
General Assembly Meeting. Therefore, no
announcement was made about this issue on
the website.
At the 61
st
Ordinary General Assembly Meeting,
the question asked by a shareholder attending
the meeting about not having appointed
female Members in the Board of Directors as
per CMB Corporate Governance Principles; was
answered explaining that “No requests were
received from the shareholders about the
issue, and the issue would be presented to the
General Assembly’s evaluation if any request is
received.”
At the Ordinary General Assembly Meeting held
on the 30
th
of March 2015, the 7
th
Article with
title “Capital” of the Articles of Incorporation
of the Bank was amended. The upper limit
of the registered capital of the Bank was
increased from 5,000,000,000 Turkish Liras to
10,000,000,000 Turkish Liras.
At the Ordinary General Assembly Meeting held
in 2015, shareholders did not make any request
to add an item on the agenda of the Ordinary
General Assembly Meeting.
In addition in 2015, there was no matter left to
the General Assembly for resolution due to the
majority of the independent Members of the
Board of Directors not casting affirmative vote.
In 2015, shareholders (who control the
management of the Company), Board of
Directors’ members, managers who have
administrative responsibilities, and their
spouses and blood relatives and relatives by
marriage up to second-degree did not make
any important transaction with the Bank or its
