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MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES

76

COMMITTEES

AUDIT COMMITTEE

Mehmet Emin Özcan and Sabahattin Birdal were elected to the Audit Committee that was established in order to assist the VakıfBank Board of Directors in carrying out its

auditing and oversight responsibilities.

The Audit Committee has assumed the following duties and functions:

Overseeing 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

VakıfBank Credit Committee is comprised of two permanent members and two alternate members, in addition to the General Manager. Mehmet Emin Özcan and Halim

Kanatcı serve as permanent members while Öztürk Oran and Şeref Aksaç are alternate members.

The functions of the Credit Committee are as follows:

Performing the tasks stipulated in the Banking Law in accordance with the principles set forth 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 overseen by the Board of Directors.

CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee is responsible for overseeing the Bank’s compliance with the Corporate Governance Principles. The Committee is comprised

of members of the Board of Directors: Chairman İsmail Alptekin and members Halim Kanatcı, Öztürk Oran, Mustafa Turan. The functions of the Corporate Governance

Committee are as follows:

Overseeing the degree of compliance with the Corporate Governance Principles within the Bank and determining the reasons in case of non-compliance 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,

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.