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VAKIFBANK ANNUAL REPORT 2013
99
FORMER VERSION
NEW VERSION
Corporate Governance and Nominating Committee
Article 74 (Added with Extraordinary General Assembly decision dated
24.10.2005)
The Corporate Governance and Nominating Committee is responsible for
monitoring the Bank’s compliance with the Corporate Governance Principles,
and for performing the following tasks in particular:
Investigating the level of implementation of the Corporate Governance
principles within the Bank and identifying the reasons in case of absence
of implementation and detecting the negative situations that arise as a
consequence of this deficiency and suggesting measures to be taken,
Specifying the methods that will provide transparency in the determination of
the candidate members who will be nominated to the Board of Directors,
Working on the number of senior executive managers (directors) and
developing suggestions,
Monitoring and developing suggestions on the procedures and principles
regarding the performance evaluation and awarding of the Members of the
Board of Directors and managers (directors),
Counseling the Board of Directors regarding the persons who will be selected
for top management positions composed of the position of Bank’s Executive
Vice President or equivalent director positions,
Investigating the independency of the Members of the Board of Directors and
finding out the conflicts of interest if any,
Evaluating and counseling about the structure and modus operandi of the
Committees under the Board of Directors,
The Board of Directors’ Activity Report has to consist of detailed information on
the activities of the Corporate Governance and Nominating Committee.
Corporate Governance Committee
Article 74 (The amended version with the Ordinary General Assembly
decision dated 29.03.2013)
The Corporate Governance and Nominating Committee is responsible for
monitoring the Bank’s compliance with the Corporate Governance Principles,
and for performing the following tasks in particular:
Investigating the level of implementation of the Corporate Governance
principles within the Bank and identifying the reasons in case of absence
of implementation and detecting the negative situations that arise as a
consequence of this deficiency and suggesting measures to be taken,
Specifying the methods that will provide transparency in the determination of
the candidate members who will be nominated to the Board of Directors,
Monitoring and developing suggestions on the procedures and principles
regarding the performance evaluation and awarding of the Members of the
Board of Directors and managers (directors),
Counseling the Board of Directors regarding the persons who will be selected
for top management positions composed of the position of Bank’s assistant
general manager or equivalent director positions,
Investigating the independency of the Members of the Board of Directors and
finding out the conflicts of interest if any,
Evaluating and counseling about the structure and modus operandi of the
Committees under the Board of Directors,
The Board of Directors’ Activity Report has to consist of detailed information on
the activities of the Corporate Governance and Nominating Committee.
Remuneration Committee:
Article 74/A (added with Ordinary General Assembly decision dated
29.03.2013)
The Remuneration Committee assesses the remuneration policy and
implementation within the framework of risk management and presents its
suggestions regarding these issues in a report prepared annually to the Board
of Directors.
The Remuneration Committee determines its suggestions regarding the
principles for the remuneration of the Members of the Board of Directors and
Senior Managers (directors), by taking the long term targets of the Bank into
consideration; and specifies the remuneration criteria that can be used in
connection with the Bank’s and the member’s performance; and presents its
suggestions to the Board of Directors regarding the salaries that will be given
to the Board of Directors and Senior Managers (directors), by taking the level
of fulfilling the criteria into consideration.
Distribution of Net Profit
Article 84 (The amended version with the Extraordinary General
Assembly decision dated 21.08.2000)
From the Net Annual Profit of the Bank;
a) Five percent is reserved up to the amount of the paid-in capital, for the
simple reserve funds,
b) Five percent is reserved for the primary extraordinary reserves,
c) Nine percent is reserved for the amount – limited with the staff members’
gross salary of three months – that will be distributed as dividend bonus to the
employees and janitors within the principles the Board of Directors will specify,
d) As per the 469/2 Article of the Turkish Code of Commerce to ensure
continuous progress of the Bank and consistent dividend distribution, the
percent and amount that will be determined by the General Assembly is
reserved from the remaining amount for the secondary extraordinary reserves
if deemed necessary,
and then the remaining amount is distributed to the shareholders on the paid-
in value of the shares.
Distribution of Net Profit
Article 84 (The amended version with the Ordinary General Assembly
decision dated 29.03.2013)
From the Net Annual Profit of the Bank;
a) Five percent is reserved up to the amount of the paid-in capital, for the
simple reserve funds,
b) Five percent is reserved for the primary extraordinary reserves,
c) Nine percent is reserved for the amount – limited with the staff members’
gross salary of three months – that will be distributed as dividend bonus to the
employees and janitors within the principles the Board of Directors will specify,
d) As per the 523/2 Article of the Turkish Code of Commerce to ensure
reinstating assets or continuous progress of the Bank and consistent dividend
distribution, the percent and amount that will be determined by the
General Assembly is reserved from the remaining amount for the secondary
extraordinary reserves if deemed necessary,
and then the remaining amount is distributed to the shareholders on the paid-
in value of the shares.