VKF_FRAE_2017

105 VakıfBank Annual Report 2017 »» REMUNERATION COMMITTEE With the Board of Directors decision numbered 82893 and dated January 26, 2012, the VakıfBank Remuneration Committee was established in line with Article 6 of the Corporate Governance Principles that was amended with the “Regulation on Making Amendment to the Regulation Regarding the Corporate Governance Principles of Banks” that was published in the Official Gazette numbered 27959 dated June 9, 2011. The Committee members are Şahin Uğur and Dr. Adnan Ertem and Dilek Yüksel. The Remuneration Committee: » » Evaluates remuneration policies and practices in the context of risk management, and reports its recommendations to the Board of Directors annually. » » Develops its recommendations regarding the remuneration of the members of the Board of Directors and senior executives by taking into consideration the Bank’s long-term objectives. The Committee identifies remuneration criteria that are linked to the respective performance of both the Bank and the Board Members. Considering the degree of realization of the criteria, the Committee submits its remuneration proposals regarding Board Members and senior executives to the Board of Directors. »» ASSET/LIABILITY MANAGEMENT COMMITTEE The Asset/Liability Management Committee meets on a weekly basis to evaluate economic and market developments and to discuss the impact of these developments on the Bank’s balance sheet. In this context, actions are taken to manage the balance sheet’s funding cost and structural foreign exchange rate, interest rate, liquidity and credit risks at the optimum level, within the scope of related legislation and to shape the balance sheet’s development in line with the Bank’s growth strategies. In order to maintain efficient liquidity and Fund management, the Committee monitors sources and uses movements that constitute the cash inflow and outflow in the short term, development of budget parameters by segment, and market shares; and evaluates measures and actions that will inform the liquidity, resource procurement and funding source utilization transactions in accordance with the Bank’s primary objectives and strategies. Evaluating the harmony of the issues to be carried out by departments with the growth strategies embraced by the Bank, monitoring and analyzing profitability and net interest income, updating policies, procedures, regulations and other documents are among the other responsibilities of the Committee. In addition, efforts and practices related to decisions taken at previous meetings are regularly evaluated. The Committee, however, also discusses agenda items to ensure that the Bank acts proactively, when necessary, to evaluate decisions by legal authorities which may affect the Bank’s activities, as well as to keep track of innovations and changing technological conditions. The Committee, chaired by the General Manager, is comprised of Executive Vice Presidents, the Manager of Economic Research and the Head of Risk Management. »» COMMITTEE MEETING FREQUENCY AND ATTENDANCE AT MEETINGS Board of Directors It generally convenes every 15 days, but more frequently in case of emergencies. The Board of Directors convened for 92 meetings and passed 1,394 resolutions in 2017. Credit Committee It generally convenes every 15 days and holds extraordinary meetings in case of emergencies. The meeting time is determined based on the number of agenda items received by the meeting secretariat and their urgency status. The Committee convened for 73 meetings and passed 452 resolutions in 2017. Corporate Governance Committee It convenes at the dates specified by the Committee Chairman; generally every three months or at least twice a year, but not to exceed six months between meetings. The Committee convened for two meetings in 2017. Remuneration Committee It meets at least once a year. The Committee convened once in 2017. Audit Committee It convened 16 times in 2017. Asset/Liability Management Committee The Committee generally meets weekly; it convened 37 times in 2017.