VKF_FRAE_2017

PART II: MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES 114 VakıfBank Annual Report 2017 CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT announcements (Head Office and branches, Central Registry Agency system, Electronic General Assembly System), » » Sample of proxy for shareholders who will not attend the meeting in person. The issued annual report includes information such as; information regarding the activities of the Bank, information regarding the top management, Bank’s balance sheets, balance sheet footnotes, independent audit report, audit board report, Board of Directors’ proposal for profit distribution, Corporate Governance Principles Compliance Report, etc. Upon request, the Investor Relations Department provides shareholders with a copy of the annual report before or after the General Assembly meeting. There was no media participation to the 63 rd 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. At the Ordinary General Assembly meeting held in 2017, shareholders did not make any request to add an item on the agenda. 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.” Furthermore; within the scope of the Corporate Governance Principle n.1.3.5, all questions asked and answers given at the General Assembly meetings are available on the Bank’s website within 30 days following the General Assembly. At the General Assembly held on the 9 th of June 2017, shareholders were given the right to ask questions and speak about the Ordinary General Assembly Meeting agenda items. However, shareholders did not ask any questions to be answered in written or verbal format during the meeting. 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 29 th of March 2016 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. Information was given at the General Assembly Meeting about the amount of aid and donation made by the Bank within the period. Summary of the General Assembly Meeting include information about this issue. In addition in 2017, 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. 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 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 2016 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.