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VAKIFBANK ANNUAL REPORT 2013
95
FORMER VERSION
NEW VERSION
Auditors’ Election, Term of Duty, Prerequisites, Ineligibility,
Dismissal
Article 43 (The amended version with the Extraordinary General
Assembly decision dated 24.10.2005)
Transactions and procedures of the Bank are audited by two auditors.
The General Assembly is entitled to elect one of the auditors from
among the candidates that group A Shareholders will nominate from
among the employees of the “Directorate General of Foundations” and
the other one from among the candidates nominated by the majority
of the group C Shareholders. Moreover, when necessary, the General
Assembly is entitled to elect substitute auditors (entitled to work instead
of the permanent auditors); one from among the candidates that
group A Shareholders will nominate from among the employees of the
“Directorate General of Foundations” and the other one from among
the candidates nominated by the majority of the group C Shareholders.
The Chairman of General Assembly supervises the election process and
election results are written to the minutes of the General Assembly.
Auditors’ term of duty (service) is two years. Auditors whose term
of office has ended can be reelected. The Members of the Board of
Directors whose term of office has ended, cannot be elected as an
auditor unless they are acquitted by the General Assembly.
Auditors are not eligible to get elected as a member the Board of
Directors or to work under the title of a Bank employee.
Board of Directors ’members’ spouses, ascendants and descendants,
relatives up to third degree (including this degree) by blood and
marriage, and persons who are not eligible to be elected as an auditor
as per the Banking Law, cannot get elected as an auditor. If they are
elected, they must immediately quit.
Same terms are applicable also for the General Manager, the Assistant
General Manager and the employees with first degree signature
authority.
Audit
Article 43 (The amended version with the Extraordinary General
Assembly decision dated 09.03.2013)
The financial statements are audited by the Auditor in conformity with
the Audit Standards of Turkey which comply with the international audit
standards. The issue whether or not the financial information presented
in the Board of Directors’ annual activity report is consistent with the
audited financial statements and whether it reflects the facts or not is
included within the scope of the audit, as well.
The Auditor is elected by the General Assembly. The elected Auditor is
registered by the Board of Directors in the trade registry and announced
on the website of the Turkish Trade Registry Gazette.
Duties and Responsibilities of the Auditors, Participation in the
Board of Directors Meetings
Article 44 (Extraordinary General Assembly decision dated
09.10.2000 and the amended version of the decision)
Auditors are entitled to examine and control all accounts and
transactions of the Bank. They examine all ledgers, books, transaction
papers, and minutes onsite and control the situation of Bank in each
quarter.
Auditors must present their opinions on the annual balance sheet and
profit and loss accounts to the General Assembly in a report they shall
prepare based on the inspection they will carry in accordance with
the Special Law and the Articles of Incorporation of the Bank and the
provisions of the Turkish Code of Commerce and Banking Law and
Capital Markets Law.
Auditors, may attend the Board of Directors meetings, but cannot give
votes. Proposals Auditors consider appropriate are included in the
agenda of the Board of Directors and General Assembly. Auditors must
attend the General Assembly meetings in cases stipulated in the Turkish
Code of Commerce.
Auditors will be jointly and severally responsible if they do not fulfill
their duties given to them by the Law and the Articles of Incorporation
and thus pay for the physical and real losses that will occur.
Audit Board
Article 44 (The amended version with the Ordinary General
Assembly decision dated 29.03.2013)
In order to submit the annual audit report – stipulated in the Article 397
and following articles of the Turkish Code of Commerce – that will be
prepared with the aim of giving information and working on the issues
other than the audit process and independent auditor, to the Ordinary
General Assembly, the General Assembly temporarily elects a person
who is entitled to get elected provided that the issue is submitted to
the approval of the first General Assembly. The General Assembly, if
deemed necessary may dismiss the members of the Audit Board. Audit
Board Members whose term of position (office) is completed, can be
reelected. The remuneration of the members of the Audit Board is made
by the General Assembly and paid by the Bank. Auditors may attend the
Board of Directors meetings provided that they do not participate in the
discussions and do not cast vote.