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VAKIFBANK
ANNUAL REPORT 2014
Independent Members of the Board of Directors do have Independence Statements, and there is no breach of independence as of the relevant activity period.
Duties of the Members of the Board of Directors outside the Bank within the Group:
Name - Surname
Subsidiary
Position in the Subsidiary
Ramazan GÜNDÜZ
Vakıf Finansal Kiralama A.Ş.
Chairman
Mehmet Emin ÖZCAN
VakıfBank International AG Vakıf Finansal
Kiralama A.Ş.
General Assembly
Chairman Deputy Chairman
Halil AYDOĞAN
Güneş Sigorta A.Ş.
Taksim Otelcilik A.Ş. TSKB A.Ş.
Chairman Chairman
Board Member
Halim KANATCI
Vakıf Yatırım Menkul Değerler A.Ş.
Vakıf Emeklilik A.Ş.
Chairman
Deputy Chairman
İsmail ALPTEKİN
Vakıf Gayrimenkul Değerleme A.Ş.
Güneş Sigorta A.Ş.
Taksim Otelcilik A.Ş.
Chairman Deputy
Chairman
Board Member
Dr. Adnan ERTEM
Vakıf Emeklilik A.Ş.
Chairman
Öztürk ORAN
Vakıf Menkul Kıymet Yat. Ort. A.Ş.
Vakıf Gayrimenkul Yatırım Ort. A.Ş.
Chairman Deputy
Chairman
Sabahattin BİRDAL
Vakıf Finans Factoring Hizm. A.Ş.
Vakıf Gayrimenkul. Yat. Ort. A.Ş.
Chairman
Chairman
Outside the Bank and the Group Member of the Board of Directors Dr. Adnan Ertem is also the General Manager of the Directorate General of Foundations,
Member of the Board of Directors of the Social Aid Fund Board, Member of the Board of Directors of Supreme Council of Antiquities and Monuments, Member
of the Board of Directors of Recep Tayyip Erdoğan University Foundation, Member of the Board of Directors Bezmi Alem University Foundation, Member of the
Board of Directors Kuveyt Türk Katılım Bankası and Chairman of the Board of Directors of Press Advertising Institution.
Outside the Bank and the Group Member of the Board of Directors Öztürk ORAN has continued his career since 2003 as the Chairman of the Board of Directors
of the pharmaceutical companies where he also is a partner. He is a Member of the Board of Directors and a Council Member in Istanbul Chamber of
Commerce. He also is a Member of the Board of Directors of the World Trade Center.
The fourth paragraph of the 60
th
Article of the Bank’s Articles of Incorporation is as follows: “Without getting approval from the General Assembly, Members of
the Board of Directors cannot perform any transactions related to a commercial business that is within the scope of the Bank’s field of activity, for their own
account or for the account of others, or cannot become unlimited partners in other companies carrying out similar commercial businesses.”
Within this scope, without getting permission from the General Assembly of the Bank, the Members of the Board of Directors cannot directly or indirectly
make any transactions with the Bank on behalf of themselves or others and cannot be executive members in a corporation making transactions with the Bank.
Furthermore as per the Banking Law n.5411, Members of the Board of Directors who assume tasks in the Audit Committee do not have any tasks/duties/
positions in the non-consolidated subsidiaries.
5.2 OPERATING PRINCIPLES OF THE BOARD OF DIRECTORS
Board of Directors must convene at least twice a month upon the call made by the Chairman or at least two members in line with the necessity of the Bank
affairs. However, if there are not any issues on the agenda, the meeting can be postponed only for one time with the approval of the Chairman (Article 53
of the Bank’s Articles of Incorporation). Meeting agendas are prepared according to the memorandums sent from the Head Office departments while various
reports the Board of Directors requested from the management and various issues presented by the Board Members are discussed during the meeting. The
agenda and relevant files are presented to the members prior to the meeting.
Informational and communication activities for the Members of the Board of Directors of the Bank are carried out by the Board of Directors Administrative
Department. In 2014, 29 Board of Directors meetings were held. All opinions or oppositions of the members during the Board of Directors meetings
are recorded in the minutes. Members of the Board of Directors did attend the Board Meetings except in cases they had excuses. Decisions were made
unanimously. All questions, opinions and objections of the Members during the Board of Directors Meeting are recorded in the meeting minutes.
Each Member of the Board of Directors has one right to vote, and members do not have weighted right to vote and/or negative veto right.
At the Board of Directors Meetings, majority of the Members must be present. Decisions are taken by majority of the attending members. In case of equality of
votes, the voted issue will be added on the agenda of the next meeting; and will be deemed refused in case of equality for another time in that meeting (54
th
Article of the Articles of Incorporation of the Bank).
In the Board of Directors’ decisions regarding the Bank’s significant related party transactions, approval is required by majority of the Independent Members. In
case any such transaction is not approved by the majority of the Independent Members, (i) the situation will be publicly announced within the framework of
public disclosure regulations in such a manner that will include sufficient information regarding the transaction; and (ii) the transaction will be presented to the
approval of the General Assembly. Board of Directors’ decisions that are not made in conformity with the specified principles will not be valid (54
th
Article of
the Articles of Incorporation of the Bank).