VKF_FRAE_2017

PART II: MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES 118 VakıfBank Annual Report 2017 CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT to service at the end of 2016. With this facility, thousands of Istanbul residents had the opportunity to get involved in sports in 2017. In the volleyball and chess schools located at the Palace, more than 300 candidate players were given basic trainings during the year. VakıfBank Volleyball Schools opened branches in Ankara and İzmir in 2017 and began to give trainings to candidate volleyball players in these cities. Winning the Volleyball Women’s Club World Title for the second time and the European Champions League title for the third time in 2017, VakıfBank Women’s Volleyball Team, Turkey’s most successful team in the international arena, continued to bring trophies to our country with the support it gets from the Bank. Carrying its support for sports and education to schools all across the country, VakıfBank has provided a great number of schools with sports equipment and stationery materials by its own means and by means of the sports club and has also sponsored numerous national organizations. Continuing to support arts also in this year, VakıfBank gave many painters the opportunity to exhibit their works in the galleries in Ankara and İstanbul. Moreover, Turkish Folk Music and Turkish Classical Music choruses formed within the Bank continued their activities throughout the year, while these activities and concerts were supported by VakıfBank. The companies’ performance in environmental, social, and Corporate Governance fields is taken as basis in the BİST Sustainability Index, which was initiated by Borsa İstanbul in 2014, in order to increase perception, knowledge and practices in the field of sustainability in Turkey and among Borsa İstanbul companies in particular. Being listed in the BİST Sustainability Index since the beginning, VakıfBank maintains its position in the index for the November 2016 – October 2017 period as a result of the evaluations made in 2016. Being listed in this index which is a very significant indicator in terms of Corporate Governance and sustainable development, is the proof of the Bank’s insight in this area. »» CHAPTER V - BOARD OF DIRECTORS 5.1 Structure and Formation of the Board of Directors Pursuant to the regulations of the Banking Regulation and Supervision Agency, the Chairman of the Board of Directors does not have executive tasks and duties. The General Manager Mehmet Emin Özcan is an executive member of the Board of Directors. There are no other executive members in the Board of Directors except the General Manager. The term of office of the members of the Board of Directors is three years. Members completing their term of office can be reelected. Résumés of the Members of the Board of Directors are included on http://www.vakifbank.com.tr (1), (2)/yonetim-kurulu-uyeleri.aspx?pageID=300 and https:// www.vakifbank.com.tr/management.aspx?pageID=843 As per the Capital Markets Board regulations regarding Corporate Governance Principles, the number of Independent Members of the Board of Directors was determined as “three”. On 09.06.2017 at the Bank Ordinary General Assembly, Serdar Tunçbilek, Sabahattin BİRDAL and Şahin Uğur were elected as Independent Members of the Board of Directors. Independent Members of the Board of Directors’ statements of independence are available, and there is no breach of independence as of the relevant activity period. Duties of the Members of the Board of Directors outside the Bank within the Group: NAME - SURNAME SUBSIDIARY POSITION IN THE SUBSIDIARY START DATE OF POSITION İsmail ALPTEKİN Taksim Otelcilik A.Ş. Chairman 21.06.2017 Serdar TUNÇBİLEK Vakıf Finansal Kiralama A.Ş. Chairman 14.06.2017 Mehmet Emin ÖZCAN TSKB A.Ş. Board Member 14.06.2017 Şahin UĞUR Vakıf Menkul Kıymet Yatırım Ortaklığı A.Ş. Chairman 15.06.2017 Dr. Adnan ERTEM Vakıf Emeklilik ve Hayat A.Ş. Chairman 30.03.2011 Sabahattin BİRDAL Vakıf Gayrimenkul Yatırım Ort. A.Ş. Chairman 30.04.2014 Dilek YÜKSEL Vakıf Gayrimenkul Değerleme A.Ş. Chairman 18.07.2017