VKF_FRAE_2018_uyg11

VakıfBank Annual Report 2018 105 CREDIT COMMITTEE VakıfBank Credit Committee is comprised of two permanent members and two alternate members, in addition to the General Manager. Associate Professor Şahap Kavcıoğlu is the permanent member. Serdar Tunçbilek and Dilek Yüksel 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 financial analysis, 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. AUDIT COMMITTEE Associate Professor Şahap Kavcıoğlu and Serdar Tunçbilek were elected to the Audit Committee that was established in order to assist 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 internal audit, internal control and risk management systems, and from independent audit companies on the functioning of their roles. CORPORATE GOVERNANCE COMMITTEE Corporate Governance Committee of VakıfBank is comprised of Board Member Associate Professor Şahap Kavcıoğlu and Mustafa Turan. The Corporate Governance Committee is responsible for overseeing the Bank’s compliance with the Corporate Governance Principles. The Corporate Governance Committee is in charge of performing the following tasks: • Overseeing the degree of compliance with the Corporate Governance Principles within the Bank; determining the reasons in case of non-compliance; identifying the negative impacts resulting from failure to fully observe these principles; and recommending corrective actions to be taken in respect thereof; • Formulating methods that will provide transparency in determining the candidates for the Board of Directors for recommendation 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 assessment and compensation of Board of Members and executives; • Recommending to the Board of Directors on the persons to be appointed to the Bank’s senior management positions consisting of, or equivalent of, Assistant General Managers; • Investigating the independence of the members of the Board of Directors and uncovering any conflicts of interest; • Providing assessments and recommendations pertaining to the structure and operating principles of the committees reporting to the Board of Directors. REMUNERATION COMMITTEE VakıfBank’s Remuneration Committee was established upon the Board decision numbered 82893 dated January 26, 2012, pursuant to Principle 6 of the Corporate Governance Principles as amended by the “Regulation Amending the Regulation on Corporate Governance Principles of Banks” promulgated in the Official Gazette numbered 27959 dated June 9, 2011. The Committee members are Şahin Uğur, Dr. Adnan Ertem and Dilek Yüksel. The Remuneration Committee: • Evaluates remuneration policies and practices in the context of risk management, and recommends on the same to the Board of Directors annually. • Develops its recommendations regarding remuneration of the members of the Board of Directors and senior executives by taking into the Bank’s long-term objectives into consideration; establishes remuneration criteria to be used in relation to the respective performance of both the Bank and Board Members; and recommends the Board on remuneration to be paid to Board Members and senior executives in the light of the extent to which such criteria are met. ASSET&LIABILITY MANAGEMENT COMMITTEE The Asset&Liability Management Committee convenes 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 risks on foreign exchange, interest rate, liquidity and credit risks at the optimum level within the thresholds set by applicable law; to maintain asset quality; to observe the growth strategies planned by the Bank, and to steer the development of the balance sheet. In order to maintain effective liquidity and funding management, the Committee monitors borrowings and credit extensions that bring short-term cash inflows and outflows, and evaluates measures and actions that will inform on liquidity/fund-raising and extensions in accordance with the Bank’s primary objectives and strategies. The Committee is also in charge of evaluating alignment of the tasks performed by respective departments with the growth strategies embraced by the Bank; monitoring and analyzing profitability and net interest income; and taking actions to update policies, procedures, regulations and other documents. The Committee reviews regularly the efforts and practices related to the decisions taken in previous meetings. It also reviews legal authorities’ decisions with an actual or probable effect on the Bank’s operations; and by tracking those novelties introduced by evolving technologies, it defines agenda items to decide on so that the Bank takes proactive actions. When necessary, the Committee meets on short notice and evaluates extraordinary liquidity and funding issues and/or the events occurring in the markets. This enables measures to be taken promptly. Chaired by the General Manager, the Committee is composed of Assistant General Managers, Head of Strategy and Planning, Head of Risk Management, and Economic Research Department Manager. MEETING SCHEDULE OF THE COMMITTEES AND ATTENDANCE TO MEETINGS Board of Directors It generally convenes every 15 days, but more frequently in case of emergencies. The Board of Directors convened for 78 meetings and passed 1,153 resolutions in 2018. Credit Committee It generally convenes every 15 days and holds extraordinary meetings in case of emergencies. Meeting time is determined based on the number of agenda items received by the meeting secretariat and their urgency. The Committee convened for 57 meetings and passed 399 resolutions in 2018. Corporate Governance Committee It convenes on 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 four meetings in 2018. Remuneration Committee It convenes at least once a year. The Committee convened twice in 2018. Audit Committee It convened 22 times in 2018. Asset&Liability Management Committee The Committee generally meets weekly; and it convened 46 times in 2018. COMMITTEES