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MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES
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CHAPTER V - BOARD OF DIRECTORS
5.1 STRUCTURE AND FORMATION OF THE BOARD OF DIRECTORS
Name - Surname
Position
Start Date of Position
Ramazan GÜNDÜZ
Board Member,
Chairman (C)
29.03.2013
06.04.2009
Mehmet Emin ÖZCAN
Independent Board Member (D)
Board Member
Vice Chairman
Credit Committee Member
Audit Committee Member
29.03.2014
29.03.2013
29.03.2013
05.04.2013
04.04.2014
Halil AYDOĞAN
General Manager - Executive Board Member - Ordinary Member
29.03.2013
İsmail ALPTEKİN
Independent Board Member (A)
Remuneration Committee Member
Corporate Governance Committee Member
06.04.2009
03.01.2013
07.04.2009
Halim KANATCI
Board Member (A)
Credit Committee Member
Corporate Governance Committee Member
28.04.2009
03.01.2013
17.12.2013
Dr. Adnan ERTEM
Board Member (A)
Remuneration Committee Member
28.10.2010
06.04.2012
Öztürk ORAN
Board Member (A)
Corporate Governance Committee Member
Credit Committee Substitute Member
30.04.2012
08.05.2014
08.05.2014
Şeref AKSAÇ
Board Member (B)
Remuneration Committee Member
Credit Committee Substitute Member
30.04.2014
08.05.2014
08.05.2014
Sabahattin BİRDAL
Independent Board Member (C)
Audit Committee Member
31.03.2014
04.04.2014
BOARD OF AUDITORS
Mehmet HALTAŞ
Audit Board Member (A)
19.03.2010
Yunus ARINCI
Audit Board Member (C)
19.03.2010
Pursuant to the regulations of the Banking Regulation and Supervision Agency, the Chairman of the Board of Directors does not have executive tasks and
duties. The General Manager Halil AYDOĞAN is an executive member of the Board of Directors. There are no other executive members in the Board of Directors
except the General Manager. The term of office of the members of the Board of Directors three years. Members completing their term of office can be
reelected. Résumés of the Members of the Board of Directors are included on pages 68, 69 and 70 of the Annual Report.
As per the regulations of the Capital Markets Board regarding the Corporate Governance Principles, the number of the independent members of the Board of
Directors is three. The report dated 28.01.2014 includes the Independence Statements of İsmail ALPTEKİN, Sadık TILTAK and Ali Fuat TAŞKESENLİOĞLU, declaring
that they do have the independency criteria, and that they are independent within the framework of the criteria stipulated in the legislation, the Bank’s Articles
of Incorporation and the relevant communiqué of the Capital Markets Board. The names of the Independent Members were submitted to the Board of Directors
on 29.01.2014. At the Ordinary General Assembly of the Bank, the abovementioned persons were elected as Independent Members of the Board of Directors.
However, the Independent Member of the Board of Directors Mr. Ali Fuat TAŞKESENLİOĞLU and Mr. Sadık TILTAK resigned from their positions in the Bank on
the 7
th
of February 2014 and on the 31
st
of March 2014, respectively. Mr. Sabahattin BİRDAL was elected as the Group C Independent Member of the Board of
Directors for the vacant position of Mr. Sadık TILTAK to complete his term of office and to be submitted to the approval of the first General Assembly to be held.
At the Extraordinary General Assembly Meeting of VakıfBank held on the 30
th
of April 2014, Mr. İsmail ALPTEKİN, Mr. Sabahattin BİRDAL and Mr. Mehmet Emin
ÖZCAN were elected as Independent Members of the Board of Directors.
CORPORATE GOVERNANCE
PRINCIPLES COMPLIANCE REPORT