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stipulated in the CMB Corporate Governance
Principles and the principles of the Banking
Regulation and Supervision Agency.
18. Risk Management and Internal
Control Mechanism
Internal Control and Compliance
As per the 23, 24, 29, 30, 31, 32 of Articles
of the Banking Law, in order to monitor the
risks they confront and to maintain control,
banks are obligated to establish and operate
sufficient and effective internal systems that;
• −cover all branches and units, and
consolidated partners
• −comply with the scope and structure of
their activities
• −are appropriate for changing conditions.
Within the framework of the provisions of the
“Regulation on the Internal Systems of the
Banks” issued by the Banking Regulation and
Supervision Agency on the 28th of June 2012
in the Official Gazette n.28337, Internal Control
activities are carried out covering all domestic
and international branches and Head Office
departments of the Bank, and its consolidated
partners while operational controls regarding
the activities of the Bank cover the controls
over the Bank’s communication channels,
information systems, financial reporting
systems, implementation of the business
processes and compliance controls.
Internal Control activities are carried out
under the supervision and control of the
Audit Committee in order to protect the Bank
assets, to properly, effectively and efficiently
carry out the activities in conformity with the
Banking Law and other relevant legislations,
and with the internal policies, principles and
practices of the Bank, to ensure the reliability
and integrity of the accounting and financial
reporting system and to promptly provide
information.
Within this scope, effectiveness of the Internal
Control system is monitored in a proactive
manner via financial, operational and other
control points, and either the system is
improved or measures are taken against new
risks or unobserved/unidentified risks.
Compliance with the Bank’s internal policies
and guidelines and potential risks are
evaluated within the framework of the
Banking Law and other relevant legislation
prior to all activities that are carried out or
that will be carried out by the Bank and
new transactions and implementation of the
processes and systems created regarding
these activities and transactions. Suggestions
are made to projects created by the Bank’s
business units, necessary control points are
17. Number, Structure and Independency
of Committees Established by the Board
of Directors
The Audit Committee, Credit Committee,
Corporate Governance and Nominating
Committee and Remuneration Committee
were established by the Board of Directors
in accordance with Banking Law No. 5411,
the Regulation on the Banks’ Corporate
Governance Principles issued by the Banking
Regulation and Supervision Agency (BRSA),
the Corporate Governance Principles issued by
the Capital Markets Board (CMB) and pursuant
to the Bank’s Articles of Incorporation.
The Audit Committee is comprised of Sadık
TILTAK (Independent Member), appointed
on April 5, 2013, and Ali Fuat Taşkesenlioğlu
(Independent Member), appointed on April
6, 2012. The Audit Committee convenes at
minimum once in a month on a date set by
the Chairman of the Audit Committee.
Credit Committee is composed of two
permanent members and General Manager.
Permanent members are Mehmet Emin
ÖZCAN and Halim KANATÇI. There are two
substitute members for a member who will
not attend a meeting. Substitute members
are Sadık TILTAK (Independent Member)
and Ali Fuat TAŞKESENLİOĞLU (Independent
Member). The Credit Committee generally
convenes once every 15 days, and holds
an extraordinary meeting in urgent cases.
The Committee’s meeting date is set by
the Chairman according to the number and
urgency of the agenda items that are received
by the meeting secretary.
The Corporate Governance Committee is
comprised of İsmail ALPTEKİN (Independent
Member) and Halil KANATÇI. The Committee
generally convenes once every three months
or at minimum twice in a year on semi-annual
basis on a date determined by the Committee
Chairman.
The Remuneration Committee was established
on January 26, 2012; the members of this
Committee are İsmail ALPTEKİN (Independent
Member) and Dr. Adnan ERTEM.
Committees carry out their duties within the
scope of the working principles specified
in the Articles of Incorporationof the Bank.
Moreover, the procedures committees
follow in carrying out their activities were
presented in the activity report. The number
of the members of the Board of Directors of
the Bank is nine and since the number of
the members of the committees under the
Board of Directors is more than the number
of the members of the Board of Directors, the
members carry out tasks in more than one
committee in accordance with the principles
determined and effective controlling and
monitoring is made by ensuring that the
effectiveness of control activities is improved,
the auto-control mechanisms are enhanced
and operational risk are reduced.
Within the scope of effectively and efficiently
conducting the compliance process,
Compliance Department carries out its
activities and fulfills the legal prerequisites
in conformity with the provisions of the
“Regulation Regarding Banks’ Internal
Systems” and legislations and “Law No. 5549
Regarding Prevention of Laundering Proceeds
of Crime”, and moreover, keeps track of the
up to date legislations concerning the banking
activities and thus ensures that the Bank
complies with the amendments made to the
legislations.
As per the “Regulation on the Supervision of
the Bank Information Systems and Banking
Process and Circular on the Governance
Statement” stipulated by the Banking
Regulation and Supervision Agency, the
management statement was prepared – to
be presented to the independent auditor on
January, 2014 – by the Bank for the 2013 audit
period by examining the internal controls on
the bank information systems and banking
processes within the scope of importance,
compliance, effectiveness, and sufficiency.
Risk Management
The Board of Directors is responsible to
establish and operate internal systems
effectively, sufficiently and properly in
conformity with the “Regulation on Banks’ ”.
Within this scope, Board of Auditors, Internal
Control Department and Risk Management
Department have been established, whose
duties and responsibilities were clearly
specified so that they work in coordination
with each other without having any conflicts
of tasks and duties.
Risk Management Department structured
under the Board of Directors by the Audit
Committee Members, carries out its activities
within the framework of national legislation
and international regulations and standards.
19. Strategic Targets of the Company
• To continue supporting SMEs and exporters
• To continue supporting all kinds of projects
that create added value and those that are
carried out within the scope of exporting
• To continue opening new branches
• To increase the attention paid to credit
tracking and loan monitoring
Corporate Governance Principles Compliance Report