92 / 324
MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES
92
An electronic meeting system was established to enable the Members of the Board of Directors of the Bank to attend the meetings and to vote on electronic
platform.
Losses incurred by the members of the Board of Directors as a result of their faults during their term of office, are covered under insurance. Employer’s Liability
Insurance 2014 policy’s total value is USD 20,000,000 for each damage within the term of the policy.
5.3 NUMBER, STRUCTURE AND INDEPENDENCY OF COMMITTEES ESTABLISHED BY THE BOARD OF DIRECTORS
The Audit Committee, Credit Committee, Corporate Governance Committee and Remuneration Committee were established by the Board of Directors in
accordance with Banking Law No. 5411, the Regulation on the Banks’ Corporate Governance Principles issued by the Banking Regulation and Supervision
Agency (BRSA), the Corporate Governance Principles issued by the Capital Markets Board (CMB) and pursuant to the Bank’s Articles of Incorporation. Chairmen
of the Committees are Independent Members. Since there are no executive members in the Board of Directors except the General Manager, Committee
Members are composed of non-executive Members.
The Audit Committee is composed of the Independent Members of the Board of Directors; Mehmet Emin ÖZCAN and Sabahattin BİRDAL who were appointed
on 04.04.2014. The Audit Committee convenes at least once a month on the specified date.
Credit Committee is composed of two permanent members and General Manager. Permanent members are Mehmet Emin ÖZCAN and Halim KANATCI. There
are two substitute members for a member who will not attend a meeting. Substitute members are Şeref AKSAÇ and Öztürk ORAN. The Credit Committee
generally convenes once every 15 days, and holds an extraordinary meeting in urgent cases. The Committee’s meeting date is set by the Chairman according
to the number and urgency of the agenda items that are received by the meeting secretary.
The Corporate Governance Committee is composed of the Members of the Board of Directors İsmail ALPTEKİN (Committee Chairman - Independent Member),
Halim KANATCI, Öztürk ORAN and Head of International and Investor Relations Mustafa TURAN.
The Committee generally convenes once every three months or at minimum twice in a year on semi-annual basis on a date determined by the Committee
Chairman.
The Remuneration Committee was established on January 26, 2012; the members of this Committee are İsmail ALPTEKİN (Independent Member), Dr. Adnan
ERTEM and Şeref AKSAÇ.
Committees carry out their duties within the scope of the working principles specified in the Bank’s Articles of Incorporation. Furthermore, the procedures and
principles committees follow while carrying out their activities is announced in the Annual Report. The number of the Members the Board of Directors of the
Bank is nine. Board Members assume duties in more than one committee since the number of the members of the committees of the Board of Directors is
greater than the number of the members of the Board of Directors as stipulated in the principles of the Capital Markets Board Corporate Governance Principles
and Banking Regulation and Supervision Agency.
5.4 RISK MANAGEMENT AND INTERNAL CONTROL MECHANISM
As per the 23, 24, 29, 30, 31, 32 of Articles of the Banking Law, in order to monitor the risks they confront and to maintain control, banks are obligated to
establish and operate sufficient and effective internal systems that cover all branches and units, and consolidated partners comply with the scope and structure
of their activities are appropriate for changing conditions.
Within the framework of the provisions of the “Regulation on the Internal Systems of the Banks and Internal Capital Adequacy Evaluation Process” issued by
the Banking Regulation and Supervision Agency on the 11
th
of July 2014 in the Official Gazette n.29057, Internal Control activities are carried out covering all
domestic and international branches and Head Office departments of the Bank, and its consolidated partners while operational controls regarding the activities
of the Bank cover the controls over the Bank’s communication channels, information systems, financial reporting systems, implementation of the business
processes and compliance controls.
Internal Control activities are carried out under the supervision and control of the Audit Committee in order to protect the Bank assets, to properly, effectively
and efficiently carry out the activities in conformity with the Banking Law and other relevant legislations, and with the internal policies, principles and practices
of the Bank, to ensure the reliability and integrity of the accounting and financial reporting system and to promptly provide information.
CORPORATE GOVERNANCE
PRINCIPLES COMPLIANCE REPORT