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VAKIFBANK ANNUAL REPORT 2013
97
FORMER VERSION
NEW VERSION
Meetings
Article 53 (The amended version with the Extraordinary General
Assembly decision dated 08.03.1984)
The Board of Directors must convene at least twice a month in line
with the requirements of the Bank affairs, upon the call made by the
Chairman or two (at least) Board members. However, if there aren’t any
issues on the agenda a meeting can be postponed for one time with the
approbation of the Chairman.
Meetings are held in the headquarters of the Bank or in another location
upon the request made by more than half of the members.
Meetings
Article 53 (The amended version with the Ordinary General
Assembly decision dated 29.03.2013)
The Board of Directors must convene at least twice a month in line
with the requirements of the Bank affairs, upon the call made by the
Chairman or two (at least) Board members. However, if there aren’t any
issues on the agenda a meeting can be postponed for one time with the
approbation of the Chairman.
Meetings are held in the headquarters of the Bank or in another location
upon the request made by more than half of the members.
Persons entitled to attend the Banks Board of Directors’ meetings may
attend these meetings in an electronic platform as stipulated in the
Article n.1527 of the Turkish Code of Commerce. As per the provisions
of the Communiqué Regarding The Assemblies That Will Be Made In
Electronic Platforms, Excluding The General Assemblies Of The Joint Stock
Companies, the Bank can install the Electronic Meeting System that
will enable the entitled persons to participate, present opinions, make
suggestions and cast votes in these meetings on electronic platforms
or purchase such systems developed for this purpose. Via this system
installed as specified in the Articles of Incorporation, the shareholders
and their representatives are enabled to use their rights stipulated in the
provisions of the aforesaid laws and regulations, in all General Assembly
meetings to be held.
Meeting and Decision Quorums
Article 54 (The amended version with the Extraordinary General
Assembly decision dated 31.03.1996)
In the Board of Directors meetings, one more than half of the members
must be present in the attendance. Decisions are taken with the
majority of the present members. If the votes are equal, the issue is left
to the next meeting. And if in that meeting, too, the votes are equal
then the proposal is considered rejected.
In urgent cases, the “next meeting” is held the next workday.
Meeting and Decision Quorums
Article 54 (The amended version with the Ordinary General
Assembly decision dated 29.03.2013)
In the Board of Directors meetings majority of the members must be
present. Decisions are taken with the majority of the present members.
If the votes are equal, the issue is left to the next meeting. And if in
that meeting, too, the votes are equal then the proposal is considered
rejected.
In urgent cases, the “next meeting” is held the next workday.
Majority of the Independent Members is sought in the Board of Directors
decisions about the Bank’s related party transactions of high importance.
In case the issue is not approved by the majority of the Independent
Members, this situation is publicly announced – within the framework of
the public disclosure regulations – with sufficient information about the
transaction and then the transaction is submitted for the approval of the
General Assembly. The Board of Directors decisions not taken in line with
the specified principles are not considered valid.
Members’ Degree of Diligence
Article 57
The Members of the Board of Directors must show the customary
attention and prudence and endeavor they have to show in their own
business, in the Bank’s affairs as well.
Members’ Degree of Diligence
Article 57 (The amended version with the Ordinary General
Assembly decision dated 29.03.2013)
The Members of the Board of Directors and other persons assigned
in the management are obligated to carry out their duties with the
attention of a prudent director and to oversee the interests of the
company in compliance with the standards of decency.
Responsibility
Article 59
The Board of Directors members 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 losses that will occur. In
losses caused by gross fault or exceeding powers in the tasks and duties
assigned to the Board members, the responsibility is enforceable only
on the Board members regardless of whoever made the fault. This
responsibility cannot exceed the physical and real loss that occurred.
Responsibility
Article 59 (The amended version with the Ordinary General
Assembly decision dated 29.03.2013)
The provisions of the Banking Law, the Capital Markets Law and the
Turkish Code of Commerce and other relevant legislation are applicable
on issue of the Responsibility of the Members of the Board of Directors.