VKF_FRAE_2017

PART II: MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES 104 VakıfBank Annual Report 2017 COMMITTEES »» AUDIT COMMITTEE Serdar Tunçbilek 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: » » 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, » » Performing the preliminary assessments required for the selection of the independent audit companies by the Board of Directors, » » Monitoring the activities of the independent audit companies selected by the Board of Directors on a regular basis, » » Ensuring the consolidated functioning and coordination of the internal audit functions of the institutions subject to consolidated audit, » » 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. Serdar Tunçbilek and Sabahattin Birdal serve as permanent members while Dilek Yüksel and Ömer Arısoy are alternate members. The functions of the Credit Committee are as follows: » » Performing the tasks stipulated in the Banking Law in accordance with the principles set forth by the Board of Directors, » » 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, » » 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 Members Serdar Tunçbilek and Ömer Arısoy and The Head of International Banking and Investment Relations Mustafa Turan. The Corporate Governance Committee is responsible for overseeing the Bank’s compliance with the Corporate Governance Principles. The Corporate Governance Committee fulfills the following functions: » » 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, » » 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, » » Undertaking research and developing recommendations about the number of executives in senior management positions, » » 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, » » 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, » » Investigating the independence of the members of the Board of Directors and uncovering any conflicts of interest, » » Providing assessments and recommendations related to the structure and operating principles of the committees reporting to the Board of Directors.