VKF_FRAE_2018_uyg11

VakıfBank Annual Report 2018 111 CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT Mustafa TURAN Member Şahap KAVCIOĞLU Chairman Türkiye Vakıflar Bankası T.A.O. (“VakıfBank” or “Bank”) are bound by the Corporate Governance Principles established by the Banking Legislation, Capital Markets Legislation, Turkish Commercial Code and other relevant regulations. VakıfBank embraces the principles of equality, transparency, accountability and responsibility as stipulated in the Corporate Governance Principles (“Principles”) published by Capital Markets Board (CMB). The Bank is in compliance with the following Corporate Governance Principles mandatory for banks that are included in the annex to the Communiqué on Corporate Governance numbered II-17.1, as published in the Official Gazette dated January 3, 2014, numbered 28871: (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.) An amendment was made to the reporting format for Compliance with Corporate Governance Principles as required by the Communiqué on Corporate Governance numbered II.17.1; and two reporting templates were introduced by the Principle Decision of the CMB dated 10.01.2019, numbered 2/49. The amendments include provision of information on existing corporate governance practices via the Corporate Governance Information Form (KYBF), and reporting the status of compliance with voluntary principles via a Corporate Governance Compliance Report (URF) on the Public Disclosure Platform (KAP). Having adopted the new amendment, the Bank disclosed, concurrently with the Annual Report, its Compliance with Corporate Governance Principles using these templates, by disclosing it to the public on www. kap.gov.tr , in the Corporate Governance section of Türkiye Vakıflar Bankası T.A.O page three weeks prior to the date of the Ordinary General Assembly. The KYBF form informs shareholders on the current corporate governance practices of the Bank, under the headings of general assembly, voting rights, minority votes, dividend rights, public disclosure and transparency mechanisms, stakeholders, and the Board. The Bank’s compliance with the voluntary corporate governance principles are explained in detail in the URF form, under the principle of “comply or disclose.” Principles which are not fully complied with, and the related explanations are provided as follows. The Bank faced no conflict of interest stemming from failure to fully implement the principles outlined below that were not mandatory to be implemented. • Regarding advisory principle numbered 4.3.9; such a policy is not in place at the Bank as there is not yet a minimum target rate of 25% determined for female members. However, there is 1 female member among the current Members of the Board. • Regarding principle numbered 4.5.5; Board Members assume duties in more than one committee since the number of the members of the committees of the Board of Directors is greater than the number of the members of the Board of Directors as stipulated in the principles of the Capital Markets Board Corporate Governance Principles and Banking Regulation and Supervision Agency. Committees are composed of at least 2 members. • Regarding principle numbered 4.6.1; no performance assessment is carried out for the Board of Directors, but it is planned to be made in the future. • Regarding principle numbered 4.6.5; the fees provided to the members of the Board of Directors and executive directors are not disclosed to the public on an individual basis in the annual report. The disclosure is instead made collectively in the 2017 annual report under section “Monetary Benefits to the Board of Directors” on page 123.