VakıfBank Anual Report 2014

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VAKIFBANK ANNUAL REPORT 2014
With the aim of complying with the Corporate Governance Principle n.1.6.1., in 2014, the Board of Directors of the Bank established a “Profit Distribution
Policy” and published the document in Turkish and English on the corporate website. The “Profit Distribution Policy” will be submitted to the approval of the
shareholders at the first General Assembly that will be held and full compliance will be achieved with the Principle.
2.6 TRANSFER OF SHARES
All Bank shares are registered shares and are divided into Class (A), (B), (C), and (D) groups.
The Council of Ministers is entitled to sell and to determine the procedures and principles of the sale of Class (A) shares of the Bank and the Class (B) shares
held by the attendant foundations under the General Directorate of Foundations.
The Bank’s Articles of Incorporation do not include any provisions to restrict the transfer of Class (B) shares held by other attendant foundations and of Class (C)
and (D) shares.
However, the Bank’s Board of Directors is authorized to convert Class (B) shares held by attendant foundations (subject to permission by the General
Directorate of Foundations) and Class (C) shares into Class (D) shares at the request of the Shareholders.
CHAPTER III - PUBLIC DISCLOSURE AND TRANSPARENCY
3.1 BANK WEBSITE AND ITS CONTENT
VakıfBank’s websites both in Turkish and English are available at the URL of .
Bank’s website is in compliance with the CMB’s Corporate Governance Communiqué 17.1; date: 03.01.2014) principles n.(2.1.1), n.(2.1.2), n.(2.1.3) and
n.(2.1.4) regarding corporate websites. Most of the announcements made by the Bank via Public Disclosure Platform are translated into English and published
on the webpage. Furthermore, it is made sure that the English version is consistent with the Turkish version and is prepared in a manner that will be correct,
complete, direct, comprehensible, and sufficient enough for the persons who will make use of the announcement to make a decision.
3.2 ANNUAL REPORT
Bank’s Annual Report is in compliance with the CMB’s Corporate Governance Communiqué 17.1; date: 03.01.2014) principles n.(2.2.1) and n.(2.2.2)
regarding Annual Report.
CHAPTER IV - STAKEHOLDERS
4.1 DISCLOSURE OF INFORMATION TO STAKEHOLDERS
VakıfBank stakeholders are informed regularly about the issues deemed necessary, through press releases, press conferences, interviews, activity reports, news
on the website, announcements and various meetings.
In order to ensure accurate and reliable flow of information, the Investor Relations Department prepares presentations regarding the financial statements
disclosed each quarter, shares these presentations with the investors via website and e-mail and also announces them through live teleconferences. The unit,
by attending the investor meetings organized by the investment companies, shares the developments related with the Bank and the sector and answers any
type of related question and request over the phone or via e-mail on a daily basis. On the Bank’s website; necessary technical infrastructure was built in the
“Sorun Çözelim” section for the Bank customers’ information requests, comments or complaints about the Bank’s services and products. Information requests,
suggestions and complaints of customers about the Bank’s products and services as well as the problems of customers are resolved by all relevant units of the
Bank in the most effective manner.
In order to speed up stakeholders’ access to information, and to facilitate Corporate Governance Committee’s access to the Bank’s transactions that are contrary
to legislation and that are ethically not appropriate, mail addresses and were made available
and presented for the information of the stakeholders on the corporate website in the Investor Relations section.
The Information System Portal was built in order to provide information to Bank employees. All announcements are made on this intranet portal that is an
internal information sharing system. At different locations employees can have immediate and effective access to the information they’re looking for due to
the fact that all internal information is available on the system. In this manner, as employee satisfaction increases, time and energy loss is prevented, as well.
The aim is to achieve cost saving and faster communication with the help of this portal.
The oversight of the existing control mechanisms for the compliance of the transactions performed by VakıfBank with the relevant legislation, banking
practices, Bank’s internal policies and ethical principles, is done by the Compliance Directorate with the coordination of Audit Board Department, Internal
Control Department and Risk Management Department.
The scope of the compliance function consists of: tracking of the compliance risks that may arise from the international regulations, in the foreign branches and
consolidated partners of VakıfBank, performing necessary tasks in order to continuously increase the compliance awareness and culture within the Bank.
The Audit Board is directly informed about the results of the activities carried out regarding the compliance function.