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77

VAKIFBANK

ANNUAL REPORT 2014

REMUNERATION COMMITTEE

With the Board of Directors decision numbered 82893 and dated January 26, 2012, the VakıfBank Remuneration Committee was

established in line with Article 6 of the Corporate Governance Principles that was amended with the “Regulation on Making

Amendment to the Regulation Regarding the Corporate Governance Principles of Banks” that was published in the Official Gazette

No. 27959 dated June 9, 2011. The Committee Chairman is İsmail Alptekin and the members are Dr. Adnan Ertem and Şeref Aksaç.

The Remuneration Committee evaluates remuneration policies and practices in the context of risk management, and reports its

recommendations to the Board of Directors annually.

The Remuneration Committee develops its recommendations regarding the remuneration of the members of the Board

of Directors and senior executives by taking into consideration the Bank’s long-term objectives. The Committee identifies

remuneration criteria that are linked to respective the performance of both the Bank and the Board Members. Considering the

degree of realization of the criteria, the Committee submits its remuneration proposals regarding Board Members and senior

executives to the Board of Directors.

ASSET/LIABILITY MANAGEMENT COMMITTEE

The Asset/Liability Management Committee meets on a weekly basis to evaluate economic and market developments and to

discuss the impact of these developments on the Bank’s balance sheet. In addition, by reviewing the cost of funding as well as

currency, interest rate, liquidity and credit risks, the Committee provides direction to ensure that actions impacting the Bank’s

balance sheet are in line with the Bank’s objectives and strategies. In addition, the Committee monitors resources and resource

utilization movements that generate cash inflows and outflows in the short term, and evaluates measures and actions that will

give direction to the liquidity-resource procurement-resource utilization transactions that are suitable for the Bank’s primary

objectives and strategies.

The Committee is chaired by the General Manager and is comprised of the Manager of Economic Research and the Head of Risk

Management.

COMMITTEE MEETING FREQUENCY AND ATTENDANCE AT MEETINGS

Board of Directors:

It generally convenes every 15 days, but more frequently in case of emergencies. The Board of Directors

convened for 29 meetings and passed 1,431 resolutions in 2014.

Audit Committee:

The Audit Committee generally convenes once a month. The Audit Committee convened for 17 meetings and

passed 49 resolutions in 2014.

Credit Committee:

It generally convenes every 15 days and holds extraordinary meetings in case of emergencies. The meeting

time is determined by the CEO based on the number of agenda items received by the meeting secretariat and their urgency

status. The Committee convened for 59 meetings and passed 342 resolutions in 2014.

Asset/Liability Management Committee:

Usually convening weekly, the Committee held 36 meetings in 2014.

Corporate Governance Committee:

It convenes at the dates specified by the Committee Chairman; generally every three

months or at least twice a year, but not to exceed six months between meetings. The Committee convened for three meetings in

2014.

Remuneration Committee:

It meets at least once a year. The Committee convened twice in 2014.