CREDIT COMMITTEE

VakıfBank Credit Committee is comprised of two permanent members and two alternate members, in addition to the CEO. Permanent members are Mustafa Saydam and Şahin Uğur. Dr. Adnan Ertem and Halil Çelik are the associate members.

The Duties 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

Abdülkadir Aksu and Halil Çelik were elected to the Audit Committee that was established to assist VakıfBank’s 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, risk management, and internal audit 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;
• 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,
• 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.

CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee of VakıfBank is composed of Board Members Abdülkadir Aksu, Haydar Kemal Kurt, Sadık Yakut, Ali Tahan, Head of International Banking and Investor Relations, and Korhan Turgut, Head of General Accounting and Financial Affairs. 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 shall provide transparency in the identification of the candidates for the Board of Directors to be recommended to the Board of Directors
• Formulating recommendations and monitoring the implementations related to the principles and practices for performance evaluation and compensation of the members of the Board of Directors and the executives,
• Carrying out research on identifying, evaluating, and determining suitable independent member candidates for the Board of Directors, and presenting the identified candidates to the Board of Directors,
• 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 26.01.2012, pursuant to sixth Principle 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 09.06.2011. Committee Members are Dr. Adnan Ertem and Sadık Yakut.

The Remuneration Committee:

• Evaluating the remuneration policy and practices within the framework of risk management and submitting a report with related suggestions to the Board of Directors every year,
• Developing recommendations regarding remuneration of the Members of the Board of Directors and senior executives by taking the Bank’s long-term objectives into consideration
• Setting the criteria that can be used in remuneration in connection with the performance of the Bank and the member
• Providing the Board of Directors with recommendations about the compensations payable to the members of the Board of Directors and the top executives by taking the achievement level of the criterion into consideration.

ASSET & LIABILITY MANAGEMENT COMMITTEE

The Asset & Liability Management Committee convenes on a weekly basis to evaluate economic and market developments and to discuss the possible impacts of these developments on the Bank’s balance sheet. In this context, actions are taken to preserve the assets quality and steer the development of the balance sheet in line with the growth strategies planned by the Bank in a way of managing the funding cost and structural risks on foreign exchange, interest rate, liquidity and credit risks at the optimal level within the thresholds set by applicable law. 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. In addition, the Committee regularly reviews the efforts and practices related to the decisions taken in previous meetings.

Moreover, it reviews legal authorities’ decisions with an actual or probable effect on the Bank’ 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 and enables measures to be taken promptly.

Chaired by the General Manager, the Committee is composed of Executive Vice Presidents, Head of Strategy and Planning, Head of Risk Management, Head of International Banking and Investor Relations and the Manager of Economic Research Department.

ETHICAL PRINCIPLES AND ETHICS COMMISSION

VakıfBank Ethics Commission was established with the decision of the Board of Directors dated 04.07.2019.

The Commission is composed of the Executive Vice President of Human Resources and Corporate Development, who chairs it, in addition to the Chairman of the Audit Board, Head of Internal Control, Chief Legal Advisor, Head of Human Resources, Head of Corporate Development, Performance Management and Academy, Head of Strategy and Planning, Head of Compliance and Regulation.

The duties and authorities of the Commission are indicated below.

• Determining the framework of ethical behavior principles to be observed by employees in carrying out their duties,
• Evaluating the reports of alleged violations of ethical conduct principles conveyed ex-officio or in person,
• Conducting and evaluating the applications submitted to the Commission within the framework of whether the principles of ethical behavior have been violated,
• Conducting or securing efforts to instill a culture of ethics into the Bank and providing support to activities to be carried out to this end.

SUSTAINABILITY COMMITTEE

VakıfBank Sustainability Committee was established by the decision of the Board of Directors dated 30.12.2021 in accordance with the Operating Procedures and Principles of Internal Committees of VakıfBank. Chaired by the CEO and consists of one independent Board Member elected by the Board of Directors, Executive Vice Presidents, the Head of Sustainable Banking, and relevant unit managers.

The Sustainability Committee determines the Bank’s sustainability strategy and policy and ensures that the necessary actions are taken in this regard. It is the highest-level decision-making body of the bank in terms of sustainability.

The Sustainability Committee is in charge of performing the following tasks:

• Creating the Bank’s sustainability strategy and policies,
• Determining the sustainability targets of the Bank, creating action plans prepared in accordance with the established targets, and ensuring the coordination of the activities carried out,
• Ensuring the follow-up of sustainability studies and ensuring the strengthening of the sustainability performance of the Bank,
• Ensuring the integration of sustainability into all business units and processes,
• Reviewing the Bank’s sustainability reports, ensuring their preparation, and submitting them for the approval of the Board of Directors,
• Ensuring that the risks and opportunities arising from climate change, especially carbon, and water, are identified, prioritized, and managed,
• Following the national and international legislation related to the environmental and social risks that are important in the Bank’s lending process,
• Providing suggestions on collaborations that the Bank can become a member of and support in the field of sustainability.

Meeting Time and Frequency:

The Committee convenes under the chair of the General Manager. If the Chairman is unable to attend the meeting, the Executive Vice President of Digital Banking, Customer Experience, and Corporate Communications chairs the meeting and meets when the secretariat deems it necessary, at least twice a year.

MEETING SCHEDULE OF THE COMMITTEES AND ATTENDANCE TO MEETINGS

Board of Directors

The Board of Directors convened 49 times and adopted 1,278 resolutions in 2024. Attendance percentage at the Board of Directors meeting is 99%.

Credit Committee

In 2024, the Committee convened 33 times and adopted 444 resolutions. Attendance percentage at the Credit Committee meeting is 100%.

Corporate Governance Committee

In 2024, the Committee convened 4 times and adopted 4 resolutions. Attendance percentage at the Corporate Governance Committee meeting is 100%.

Remuneration Committee

In 2024, the Committee convened 4 times. Attendance percentage at the Numeration Committee meeting is 100%.

Audit Committee

In 2024, the Committee convened 23 times and adopted 122 resolutions. Attendance percentage at the Audit Committee meeting is 100%.

Asset & Liability Management Committee

The Committee generally convenes weekly and it convened 47 times in 2024.

Ethical Principles and Ethics Commission

In 2024, the Committee convened once.

Sustainability Committee

In 2024, the Committee convened once. Attendance percentage at meetings was 100% in 2024.