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PART II: MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES
associate companies which may lead to conflicts
of interest. Furthermore, the aforementioned
persons did not make any transaction, related
to a commercial business that is within the
scope of the Bank’s or its associate companies’
field of activity, for their own account or for the
account of others or did not become unlimited
partners in other companies carrying out similar
commercial businesses.
2.4 Voting and Minority Rights
The provisions regarding voting rights of the
shareholders and the use of these rights are
stipulated in the Article 30 of VakıfBank Articles
of Incorporation. As per the Articles 43 and 48
of the Bank’s Articles of Incorporation; group
(A), (B) and (C) shareholders have the privilege
to nominate in the election of the Board of
Directors while group (A) and (C) shareholders
have the privilege in the election of the Audit
Committee.
Bank shares are divided into Class (A), (B), (C)
and (D) group. The nominal values and voting
rights of the share certificates of all classes
are equal. Class (D) consists of publicly traded
shares.
Shareholders who hold or represent 10
shares are entitled to one vote at the General
Assembly meetings while those who hold more
than 10 shares are entitled to a number of votes
calculated as per the proportion specified above
without any limitation.
In VakıfBank’s capital, there is no mutual
participation relationship. The use of the
minority rights is subject to Turkish Commercial
Code, Capital Markets Law, relevant legislation
and to the communiqué and resolutions of CMB.
2.5 Dividend Rights
There are no provisions in the Bank’s Articles
of Incorporation that stipulates privileges in
participating in profit sharing. The principles
regarding the profit distribution of VakıfBank’s
shares are stipulated in the Articles 82, 83, 84,
85 of the Bank’s Articles of Incorporation.
Each year, Board of Directors of VakıfBank
submits its proposal on profit distribution to
the General Assembly and to the Shareholders’
information via annual report prior to the
General Assembly meeting. The proposal
of the Board of Directors regarding profit
distribution is discussed and resolved at the
General Assembly. Profit distribution procedures
were completed within the legal timeframe
in line with the decision taken by the General
Assembly about distributing 2014 Profit and
necessary notifications were made to the public
authorities. Furthermore, the relevant decision
was publicly announced on the same day via
Public Disclosure Platform.
In profit distribution, a balanced policy
is pursued between the benefits of the
shareholders and partnership.
With the aim of complying with the Corporate
Governance Principle no. 1.6.1., in 2014, the
Board of Directors of the Bank created a “Profit
Distribution Policy” and published the document
in Turkish and English on the corporate website.
Profit Distribution Policy was presented to the
approval of the shareholders at the Ordinary
General Assembly Meeting held in 2015. Thus,
full compliance with the relevant principle was
achieved.
2.6 Transfer of Shares
All Bank shares are registered shares and
divided into Class (A), (B), (C), and (D) groups.
The Council of Ministers is entitled to sell and
to determine the procedures and principles of
the sale of Class (A) shares of the Bank and
the Class (B) shares held by the attendant
foundations under the General Directorate of
Foundations.
The Bank’s Articles of Incorporation does not
include any provisions to restrict the transfer
of Class (B) shares held by other attendant
foundations and of Class (C) and (D) shares.
However, the Bank’s Board of Directors is
authorized to convert Class (B) shares held by
attendant foundations (subject to permission
by the General Directorate of Foundations) and
Class (C) shares into Class (D) shares at the
request of the Shareholders.
CHAPTER III - PUBLIC DISCLOSURE AND
TRANSPARENCY
3.1 Bank Website and Its Content
VakıfBank’s websites both in Turkish and
English are available at the URL of
Bank’s website is in compliance with the CMB’s
Corporate Governance Communiqué (II-17.1;
date: 03.01.2014) principles no. (2.1.1), no.
(2.1.2), no. (2.1.3) and no. (2.1.4) regarding
corporate websites. Most of the announcements
made by the Bank via Public Disclosure Platform
are translated into English and published on the
webpage. Furthermore, it is made sure that the
English version is consistent with the Turkish
version and is prepared in a manner that will be
correct, complete, direct, comprehensible, and
sufficient enough for the persons who will make
use of the announcement to make a decision.
3.2 Annual Report
Bank’s Annual Report is in compliance with
the CMB’s Corporate Governance Communiqué
(II-17.1; date: 03.01.2014) principles no. (2.2.1)
and no. (2.2.2) regarding Annual Report.
CHAPTER IV - STAKEHOLDERS
4.1 Disclosure of Information to Stakeholders
VakıfBank stakeholders are informed regularly
about the issues deemed necessary, through
press releases, press conferences, interviews,
annual reports, news on the website,
announcements and various meetings.
In order to ensure accurate and reliable flow of
information, the Investor Relations Department
prepares presentations regarding the financial
statements disclosed each quarter, shares
these presentations with the investors via
website and e-mail and also announces them
through live teleconferences. The Department,
by attending the investor meetings organized
by the investment companies, shares the
developments related with the Bank and
the sector and answers any type of related
question and request over the phone or via
e-mail on a daily basis. On the Bank’s website;
necessary technical infrastructure was built
in the “Sorun Çözelim” section for the Bank
customers’ information requests, comments
or complaints about the Bank’s services and
products. Information requests, suggestions
and complaints of customers about the Bank’s
products and services as well as the problems
of customers are resolved by all relevant
departments of the Bank in the most effective
manner.
In order to speed up stakeholders’ access
to information, and to facilitate Corporate
Governance Committee’s access to the Bank’s
transactions that are contrary to legislation
and that are ethically not appropriate, mail
addresses
and
were made
available and presented for the information of
the stakeholders on the corporate website in
the Investor Relations section.
