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MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES
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CORPORATE GOVERNANCE
PRINCIPLES COMPLIANCE REPORT
CHAPTER I - DECLARATION OF CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE
Türkiye Vakıflar Bankası T.A.O. (“VakıfBank” or “Bank”), has adopted the Corporate Governance Principles stipulated in accordance with the Banking Legislation,
Capital Markets Board Legislation, Turkish Commercial Code and other relevant regulations.
VakıfBank pays utmost attention in order to actualize these principles and has adopted the equality, transparency, accountability and responsibility concepts of
the Corporate Governance Principles published by Capital Markets Board (CMB).
The Bank ensured compliance with the following Corporate Governance Principles from among those stipulated in the Annex of the Corporate Governance
Communiqué n. II-17.1 that entered into force after being published in the Official Gazette (n. 28871) on the 3
rd
of January 2014;
a-) The Bank is in compliance with the following compulsory principles that must be implemented by the banks: (1.3.1.), (1.3.5.), (1.3.6.), (1.3.9.), (4.2.6.),
(4.3.1.), (4.3.2.), (4.3.3.), (4.3.4.), (4.3.5.), (4.3.6.), (4.3.7.), (4.3.8.), (4.5.1.), (4.5.2.), (4.5.3.), (4.5.4.), (4.5.9.), (4.5.10.), (4.5.11.), (4.5.12.), (4.5.13.), (4.6.2.)
and (4.6.3.).
The duties, powers and responsibilities of the “Investor Relations Department” carrying out its activities under the Head of International and Investment
Relations, were brought in compliance with the framework stipulated in the 11
th
Article of the Corporate Governance Communiqué and thus full compliance
with the relevant legislation was achieved.
b-) Regarding the non-compulsory principles:
In order to achieve compliance with the principle n. 1.3.10, the Bank’s Board of Directors established a “Donations and Aid Policy” within the period and this
policy was published on the website in Turkish and English. The mentioned policy will be submitted to the approval of the shareholders in the first General
Assembly meeting that will be held and thus full compliance will be achieved with the mentioned principle.
In order to achieve compliance with the principle n.1.6.1. the Bank’s Board of Directors established a “Profit Distribution Policy” within the period and this policy
was published on the website in Turkish and English. The mentioned policy will be submitted to the approval of the shareholders in the first General Assembly
meeting that will be held and thus full compliance will be achieved with the mentioned principle.
There are no female members on the Bank’s Board of Directors. No target ratio and time were determined for female members to be included on the
Board of Directors. Although the Bank currently could not achieve compliance with the advisory principle n.4.3.9, there was no conflict of interest among the
stakeholders due to a non-compliance with the mentioned principle.
The Sustainability Index – that was created in order to analyze the decisions of the companies (within the structure of Borsa Istanbul “BIST”) about their
activities according to an independent assessment system at international standards – was initiated by the BIST within the period by revealing these
companies’ approach to the issues regarding sustainability such as; environment, global warming, depletion of natural resources, labor rights, occupational
health and safety, corporate governance. VakıfBank is one of the four banks in this index which includes 15 companies. VakıfBank’s participation in this index,
which is one of the significant indicators in terms of corporate governance, shows the Bank’s sensitivity in this field.