VKF_FRAE_2017

111 VakıfBank Annual Report 2017 CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT »» CHAPTER I - DECLARATION OF CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE Türkiye Vakıflar Bankası T.A.O. (“VakıfBank” or “Bank”) has adopted the Corporate Governance Principles stipulated in accordance with the Banking Legislation, Capital Markets Legislation, Turkish Commercial Code and other relevant regulations. VakıfBank pays utmost attention in order to actualize these principles and has adopted the equality, transparency, accountability and responsibility concepts of the Corporate Governance Principles published by Capital Markets Board (CMB). The Bank ensured compliance with the following Corporate Governance Principles from among those stipulated in the Annex of the Corporate Governance Communiqué II-17.1 that entered into force after being published in the Official Gazette dated 3 rd of January 2014 and numbered 28871; a-) The Bank is in compliance with the following compulsory principles that must be implemented by the banks: (1.3.1.), (1.3.5.), (1.3.6.), (1.3.9.), (4.2.6.), (4.3.1.), (4.3.2.), (4.3.3.), (4.3.4.), (4.3.5.), (4.3.6.), (4.3.7.), (4.3.8.), (4.5.1.), (4.5.2.), (4.5.3.), (4.5.4.), (4.5.9.), (4.5.10.), (4.5.11.), (4.5.12.), (4.5.13.), (4.6.2.) and (4.6.3.). b-) The Bank was not able to comply with the compulsory principle numbered 4.3.7 that must be implemented by the banks due to the fact that the list of independent Board Members cannot be prepared at least 60 days before the General Meeting date. The aforementioned situation was informed to the Capital Markets Board by the letter dated 27.01.2017 and numbered 35. The matter of whether the members elected in the 63 rd Ordinary General Assembly dated 09.06.2017 meet the independency criteria or not was informed to the Capital Markets Board by the letter dated 16.06.2017 and numbered 212. It has been stated that there is no negative opinion regarding the elected independent Board Members in the response letter of CMB dated 17.07.2017 and numbered 29833736. c-) Regarding the non-compulsory principles: Eight members of the Board of Directors are elected by the General Assembly whilst one member is appointed by the Prime Minister. There is one female member in the Board of Directors which is composed of the eight members who were elected at the 63 rd Ordinary General Assembly of 2016. On the other hand, in spite of the fact that the 25% ratio advised in the Corporate Governance Principle n.4.3.9 is not reached exactly, no disputes have arisen between the stakeholders so far. The licenses of the department directors are as shown below: NAME-SURNAME TITLE LICENSE Mustafa TURAN* Head Capital Market Activities Advanced Level License Derivative Instruments License Corporate Governance License Ali TAHAN Manager Capital Market Activities Advanced Level License Derivative Instruments License Corporate Governance License *Assumes duties as a member of the Corporate Governance Committee as per the 11 th Article and 2 nd paragraph of the Corporate Governance Communiqué. Employees serving in the Investor Relations Department are as follows: NAME-SURNAME TITLE PHONE E-MAIL Mustafa TURAN Head (+90 216) 724 26 61 mustafa.turan@vakifbank.com.tr Ali TAHAN Manager (+90 216) 724 26 85 ali.tahan@vakifbank.com.tr Zeynep Nihan DİNCEL Assistant Manager (+90 216) 724 26 86 zeynepnihan.dincel@vakifbank.com.tr Yasemin KEÇELİOĞLU Associate (+90 216) 724 26 yasemin.kecelioglu@vakifbank.com.tr Ece Seda YASAN YILMAZ Associate (+90 216) 724 26 88 ecesedayasan.yilmaz@vakifbank.com.tr Yusuf YILMAZ Associate (+90 216) 724 26 89 yusuf.yilmaz2@vakifbank.com.tr Berna SELEM ARSLANTAŞ Associate (+90 216) 724 26 90 bernaselem.arslantas@vakifbank.com.tr Mehmet Mümtaz MEMİK Assistant Associate (+90 216) 724 26 91 mehmetmumtaz.memik@vakifbank.com.tr »» CHAPTER II - SHAREHOLDERS 2.1 Investor Relations Department The Investor Relations Department carries out its activities under the Head of International Banking and Investor Relations that reports to the Executive Vice President Mr. Hasan Ecesoy. Conducting relations with foreign and institutional investors, rating institutions and shareholders, the Investor Relations Department informs and reports to the Board of Directors regarding all activities carried out and quarterly submits presentations, in particular, regarding the financial comparative analysis of VakıfBank with its peers.