VakıfBank Anual Report 2014

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MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES
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CORPORATE GOVERNANCE
PRINCIPLES COMPLIANCE REPORT
During 2014, the Investor Relations Department:
• Approximately 1,500 information requests submitted by the shareholders were responded to.
• Twenty domestic and foreign investor conferences were attended, and face to face meetings were held with approximately 650 foreign investors and domestic
corporate investors.
• More than 225 meetings were held in the Bank’s Istanbul office and roughly 400 investors/analysts were interviewed.
• Following the investor conferences attended, reports were prepared in line with the feedback obtained from the investors and presented to the top management.
• Four teleconferences about the results of the financial statements were arranged and their records were published on the English version of the website.
• Annual ordinary evaluation meetings were held with four rating institutions (Fitch, Moody’s, S&P and Capital Intelligence).
• Close contact was made with all the analysts issuing reports about the Bank, correct and reliable information was given to the analysts at the report preparation stages
and opinions were shared with the analysts on the prepared reports.
• In order to ensure consistency with the Corporate Governance Communiqué 17.1 that entered into force after being published in the Official Gazette n.28871 on the
3rd of January 2014, all task procedures and business processes of the Investor Relations Department were reviewed. Within this scope, duties and responsibilities such
as: General Assembly meeting processes, in particular, relations with all shareholders, VakıfBank Investor Relations website pages in Turkish and in English, disclosure of
material matters, were taken from the related units of the General Directorate and transferred to the Investor Relations Department. At the end of these transactions,
the Investor Relations Department’s full compliance with the 11th Article titled “Investor Relations Section” of the Corporate Governance Communiqué (n. II-17.1) was
achieved.
• It was ensured that 2014 Ordinary and Extraordinary General Assembly meetings were held within the scope and in compliance with the Banking Law, Capital Markets
Law, Corporate Governance Communiqué, the Bank’s Articles of Incorporation and other legislations.
• With the aim of coordinating the projects regarding sustainability, secretarial office works of the Sustainability Working Group that carries out its activities under the
Corporate Governance Committee were performed; meetings related to sustainability, meeting agenda and actions to be taken were determined.
• The EIRIS firm was contacted for the evaluation of the sustainability projects; transactions to be made about this subject were determined in the order of priority; and the
ideas were exchanged about the reports prepared by EIRIS about VakıfBank.
• Within the framework of sustainability principle, all political documents – environment, bribery and corruption, aid and donations, employee rights – were revised in line
with the contents required by the principle and the index and submitted to the approval of the Board of Directors.
• For the corporate and foreign investors, Turkey’s first investor relations application in English that was prepared by the related Bank units in 2014 for iPhone and iPad
users, was actualized with the name “VakıfBank IR.” This application was downloaded by 2,354 users in 2014 and started to be used on tablet computers and smart
phones.
• According to the “Pan-European Investor Relations Survey” made in 2014 by Thomson Reuters Extel in order to encourage and register the excellence in investor
relations; VakıfBank ranked among the top five companies in Turkey in the field of investor relations, and in this field has been one of the two “the most appreciated”
Turkish banks. In our country, the Turkish Investor Relations Society (TÜYİD) announced the survey results that were received with the votes of corporate and foreign
investors only.
2.2 EXERCISE OF SHAREHOLDERS’ RIGHT TO INFORMATION
Questions asked to the Investor Relations Department are answered, except the ones that interfere with confidential information and trade secrets, in writing or via phone
calls by contacting with the most authorized person who is the addressee of the question.
Information and developments that interest the shareholders such as stock transaction, capital increase, dividend transactions, General Assembly meetings, financial
statements, disclosure of material matters, are regularly communicated with the related parties via websites, newspaper ads, mails or phone calls. Mentioned
developments and information are shared with the investors located abroad via e-mail. Moreover, information requests made within the activity period by the domestic
shareholders about the status of their stocks, conversion transactions of the existing shares and stock sharing transactions upon death are responded in writing.
VakıfBank has two separate investor relations websites prepared both in Turkish and English. These are:
Investor Relations website in Turkish:
Investor Relations website in English:
On these websites, VakıfBank’s corporate information, periodical financial statements and activity reports, corporate governance information, share certificate information
and announcements about developments in the bank, are available.