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VAKIFBANK ANNUAL REPORT 2013
77
principles. The Committee consists of two
members of the Board of Directors: İsmail
Alptekin and Halim Kanatçı.
• The functions and duties assumed by the
Committee are as follows:
• Monitoring the degree of compliance with
the corporate governance principles within
the Bank and determining the reasons in case
of noncompliance as well as determining
the negative impacts resulting from
incomplete adherence to these principles and
recommending corrective actions to be taken
in respect thereof,
• Formulating methods that will provide
transparency in the identification of the
candidates for the Board of Directors to be
recommended to the Board of Directors,
• Carrying out research and developing
recommendations about the number of
executives in senior management positions,
• 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
evaluation and compensation of the members
of the Board of Directors and the executives,
• Providing recommendations to the Board
of Directors pertaining to the persons to be
appointed to the Bank’s senior management
positions consisting of Executive Vice
Presidents and equivalents,
• Investigating the independence of the
members of the Board of Directors and
uncovering any conflicts of interest,
• Providing assessments and recommendations
related to the structure and operating
principles of the committees reporting to the
Board of Directors,
• The Board of Directors provides detailed
information on the work of Corporate
Governance Committee in the Annual Report.
Remuneration Committee
T. Vakıflar Bankası T.A.O. Remuneration
Committee was established with Board of
Directors resolution No. 82893 dated January
26, 2012 as per Corporate Governance
Principles Article 6, revised with Communiqué
on Amendment of the Communiqué on
Banks’ Compliance with Corporate Governance
Principles issued in Official Gazette No. 27959
dated June 9, 2011. The Committee members
are İsmail Alptekin and Dr. Adnan Ertem.
Remuneration Committee evaluates
remuneration policies and practices in the
context of risk management, and reports its
recommendations to the Board of Directors
annually.
Remuneration Committee develops its
recommendations regarding the remuneration
of the members of the Board of Directors and
senior executives by taking into consideration
the Bank’s long-term targets. The Committee
identifies remuneration criteria that are linked
to both the Bank’s and Member’s performances.
Considering the degree of achievements to
criteria, the Committee submits its remuneration
proposals regarding Board Members and senior
executives to the Board of Directors.
Asset / Liability Management Committee
The Committee meets on a weekly basis to
evaluate economic and market developments
and to discuss the impact of these development
on the Bank’s balance sheet. In addition, by
reviewing cost of funding as well as currency,
interest rate, liquidity and credit risks, the
Committee gives direction to the balance sheet
developments to be in line with the Bank’s
objectives and strategies. The Committee is
chaired by the General Manager; and consists
of Executive Vice Presidents of Treasury,
Commercial and Corporate Banking, Retail
Banking, Accounting and Financial Affairs as well
as the Manager of Economic Research and Head
of Risk Management.
Committee Meeting Times and Attendance
at Meetings
Board of Directors:
It generally convenes
every 15 days and more frequently in case of
emergencies. The Board of Directors convened
for 36 meetings and passed 1,262 resolutions
in 2013.
Audit Committee:
The Audit Committee
generally convenes once a month. The Audit
Committee convened for 20 meetings and
passed 81 resolutions in 2012.
Credit Committee:
It generally convenes every
15 days and holds extraordinary meetings
in case of emergencies. The meeting time is
determined by the CEO based on the number
of agenda items received by the meeting
secretariat and their urgency status. The
Committee convened for 28 meetings and
passed 100 resolutions in 2013.
Asset Liability Management Committee:
Usually convening weekly, the Committee held
41 meetings in 2013.
Corporate Governance and Nominating
Committee:
It convenes at 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 2013.
Remuneration Committee:
It meets at least
once a year. The Committee convened once in
2013.
*Ahmet Candan resigned from his duties as the member of
Credit Committee and as a member of Corporate Governance
Committee on December 4, 2013.
* Ali Fuat Taşkesenlioğlu resigned from his position as a
member of the Board of Directors on February 7, 2014.
Audit Committee
Sadık Tıltak and Halim Kanatcı were elected to
the Audit Committee that was established to
assist T. Vakıflar Bankası T.A.O. Board of Directors
in executing its auditing and oversight functions.
The Audit Committee has assumed the
following duties and functions:
• Monitoring 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 firms by the Board of Directors,
• Monitoring the activities of the independent
audit firms 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,
• Preparing reports on the functioning of
the internal audit, internal control and risk
management system for the annual report.
Credit Committee
T. Vakıflar Bankası T.A.O.’s Credit Committee
consists of the General Manager and two full
members and two substitute members. The full
members are Mehmet Emin Özcan and Halim
Kanatcı and substitute member is Sadık Tıltak.
The functions of the Credit Committee are
as follows:
• Performing the tasks stipulated in the Banking
Law in accordance with the principles set by
the Board of Directors,
• Soliciting the written recommendation of
the Head Office in lending decisions, and
providing the financial analysis and 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 audited by the
Board of Directors,
• Recording the Committee’s decisions on a
daily basis and obtaining signatures of the
Committee members.
Corporate Governance Committee
• The Corporate Governance Committee
is responsible for overseeing the Bank’s
compliance with corporate governance
Committees