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VAKIFBANK ANNUAL REPORT 2013
85
16. Principles of the Activities of the
Board of Directors
Board of Directors must convene at least
twice a month upon the call made by the
Chairman or at least two members in line with
the necessity of the Bank affairs. However, if
there are not any issues on the agenda, the
meeting can be postponed only for one time
with the approval of the Chairman (Article 53
of the Articles of Incorporation of the Bank).
Meeting agendas are prepared according to
the memorandums sent from the Head Office
departments while various reports the Board
of Directors requested from the management
and various issues presented by the Board
Members are discussed during the meeting.
The agenda and relevant files are presented
to the members prior to the meeting.
Informational and communication activities
for the Members of the Board of Directors
of the Bank are carried out by the Board of
Directors Administrative Department.
In 2013, 36 Board of Directors meetings
were held. All opinions or oppositions of
the members during the Board of Directors
meetings are recorded in the minutes.
Each Member of the Board of Directors has
one right to vote and the members do not
have privileged right to vote and/or right to
veto.
Majority of the members must be present in
the Board of Directors meetings. Decisions
are taken with the majority of the members
present. If the votes are equal, the issue is
left to the next meeting. In case of equality
also in that meeting the proposal will be
deemed rejected. (Article 54 of the Articles of
Incorporation of the Bank).
Majority of the Independent Members is
sought for the Board of Directors’ decisions
regarding the important related party
transactions of the Bank. In case this
transaction is not approved by the majority of
the Independent Members, then this situation
is publicly announced including sufficient
information about the transaction within the
framework of the Public Disclosure regulations
and afterwards the transaction is submitted
for the approval of the General Assembly.
Board of Directors’ decisions not taken in
conformity with the specified principles will
not be valid (Article 54 of the Articles of
Incorporation of the Bank). Electronic meeting
system was installed to enable the Members
of the Board of Directors of the Bank to
participate and vote in the meetings in an
electronic environment.
The résumés of the Members of the Board of Directors are presented in the Activity Report. The
number of the Independent Members is specified as three in conformity with the provisions of the
CMB Communiqué n.56, Series: IV on Determining and Implementing the Corporate Governance
Principles. The report dated 02.27.2013 states that; İsmail ALPTEKİN, Sadık TILTAK and Ali Fuat
TAŞKESENLİOĞLU do have the independence criteria specified in the principles n.4.3.6 n.4.3.7 of
the CMB Corporate Governance Principles, and includes the abovementioned persons’ statements
affirming that they are independent within the scope of the criteria specified in the legislation, the
Articles of Incorporation and the relevant communiqué. Independent Members were presented to
the Board of Directors on the 28th of February 2013.
There is no situation eliminating the Board of Directors’ Independent Member’s independence
statements and their independence as of the relevant activity period.
Duties of the Members of the Board of Directors outside the Bank within the Group:
Name & Surname
Subsidiary
Position in the Subsidiary
Ramazan GÜNDÜZ
Vakıf Finansal Kiralama A.Ş.
Vakıf Gayrimenkul Yatırım Ort. A.Ş.
Chairman
Chairman
Mehmet Emin ÖZCAN
Vakıfbank International AG
Vakıf Gayrimenkul Yatırım Ort. A.Ş.
Vakıf Finansal Kiralama A.Ş.
General Assembly Chairman
Deputy Chairman
Deputy Chairman
Halil AYDOĞAN
Güneş Sigorta A.Ş.
Taksim Otelcilik A.Ş.
TSKB A.Ş.
Chairman
Chairman
Board Member
Halim KANATCI
Vakıf B Tipi Menkul Kıy. Yat. Ort. A.Ş.
Vakıf Yatırım Menkul Değerler A.Ş.
Vakıf Emeklilik A.Ş.
Chairman
Chairman
Deputy Chairman
İsmail ALPTEKİN
Vakıf Gayrimenkul Değerleme A.Ş.
Güneş Sigorta A.Ş.
Taksim Otelcilik A.Ş.
Chairman
Deputy Chairman
Board Member
Dr. Adnan ERTEM
Vakıf Emeklilik A.Ş.
Chairman
Sadık TILTAK
Vakıf Finans Factoring Hizm. A.Ş.
Vakıf Portföy Yönetimi A.Ş.
Chairman
Deputy Chairman
Ali Fuat TAŞKESENLİOĞLU
Vakıf Portföy Yönetimi A.Ş.
Vakıf Finans Factoring Hizm. A.Ş.
Vakıf B Tipi Menkul Kıy. Yat. Ort. A.Ş.
Chairman
Deputy Chairman
Deputy Chairman
Outside the Bank and the Group, Member of the Board of Directors Dr. Adnan Ertem is the General
Manager of the Directorate General of Foundations, Member of the Board of Directors of the
Social Aids Fund Board, Member of the Board of Directors of Supreme Council of Antiquities and
Monuments, Member of the Board of Directors of Yunus Emre Foundation, Member of the Board of
Directors of Recep Tayyip Erdoğan University Foundation, Member of the Board of Directors Bezmi
Alem University Foundation, Member of the Board of Directors Kuveyt Türk Katılım Bankası and
Chairman of the Board of Directors of Press Advertising Institution.
As per the Article 60 of the Articles of Incorporation of the Bank, without getting permission from
the General Assembly of the Bank, the Members of the Board of Directors cannot directly or
indirectly make any transactions with the Bank on behalf of themselves or others and cannot be
executive members in a corporation making transactions with the Bank.