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CONTENTS

PART I: INTRODUCTION

08

Agenda of the 61

st

Ordinary General Assembly Meeting

09

2014 Profit Distribution Proposal and Dividend Policy

10

Compliance Opinion on the Annual Report

11

Declaration of Responsibility

12

VakıfBank in Brief

13

VakıfBank’s Cornerstones

14

History and Ownership Structure

16

Key Financial Indicators

18

Key Ratios

20

Message from the Chairman

22

Message from the General Manager

26

The World and Turkey in 2014

36

2014 at a Glance

38

Review of Operations in 2014

62

Corporate Social Responsibility

63

Affiliates and Subsidiaries

PART II: MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES

66

Summary Report of the Board of Directors

68

Board of Directors and Auditors

72

Executive Management

75

Internal Control Systems Executives

76

Committees

78

Human Resources Practices

80

Outsourced Support Services

81

Transactions with the Bank’s Risk Group

82

Corporate Governance Principles Compliance Report

PART III: FINANCIAL HIGHLIGHTS AND RISK MANAGEMENT

94

Statutory Auditor’s Report

95

Assessment of the Internal Systems and 2014 Operations

97

Risk Management Policies Applied by Risk Type

101

Independent Auditors’ Report, Unconsolidated Financial Statements, Explanations and Footnotes for the

Year Ended December 31, 2014

205

Independent Auditors’ Report, Consolidated Financial Statements, Explanations and Footnotes for the

Year Ended December 31, 2014

316

Evaluation of the Bank’s Financial Position, Profitability and Solvency

318

International Credit Ratings

319

Five-Year Summary Financial Information