Audit Committee

The Committee is composed of two non-executive board members.

It is chaired by Mr. Mahmut Magemizoğlu and Ms. Gamze Yalçın.

Duties of Audit Committee are:

  • Establishing the internal audit and risk management systems in compliance with legal and internal regulations, ensuring that they function effectively and sufficiently,
  • Helping Board of Commission out with assessment of external auditors and monitoring the appointed auditor’s activities on a regular basis,
  • Ensuring that the internal audit functions of subsidiaries on a consolidated basis are coordinated in line with regulations,
  • Reporting to the Board of Directors that the internal audit, risk management, internal control unit and the external auditors operate within the framework of the related regulations and informing the Board of any issues or incidents that could have an adverse impact on the continuity or soundness of the Bank's activities,
  • If necessary, gathering information and related documents from all units of the bank, support service contractors, and independent auditors; being subject to Board approval obtaining consultancy service,
  • Analyzing and submitting quarterly internal audit reports to the Board of Directors, which are prepared by responsible internal auditors according to 2nd paragraph of 29th article of the Banking Law No: 5411.

The duties and responsibilities of the Executive Risk Committee, which is responsible for preparing, getting approval from the Board of Directors and monitoring the execution of the risk management strategies and policies the Bank, were transferred to the Audit Committee as of September, 2012.

Corporate Governance Committee

Corporate Governance Committee is composed of two non-executive board members and Investor Relations Manager.

Ms. Gamze Yalçın, Ms. Zeynep Hansu Uçar and Ms. Özen Çaylı are the current members of Corporate Governance Committee.

Mission, authorities and responsibilities and working manner and fundamentals are arranged by the Board of Directors as below. The duties of nomination committee is integrated into the responsibilities of corporate governance committee. 

  • Corporate Governance Committee, in the name of the Board of Directors, determines if the corporate governance principles are put into practice, if not determines the reasons and conflict of interests resulting disobedience and propose reformative regulations to the Board of Directors,
  • Coordinate the activities of the shareholders relations unit and in this content monitor the relations with shareholders and investors and fulfill their rights to obtain information. Creating a transparent environment when determining, evaluating and training the suitable members for the Board of Directors and working on deciding policies and strategies on this subject,
  • Ensure the independency and efficiency of the Board of Directors, by following the domestic regulations supervising the conflict of interests between the Committee, the Members of the Board of Directors, Senior Management and other employees and bad usage of information about trade secret,
  • Propose recommendations about public disclosure and presentations to be in accordance firstly to law and regulations and Bank’s ‘Information Policy’ and active usage of Bank’s website in public disclosures,
  • Working collaboratively with the executives who are responsible with public disclosure declarations,
  • Assimilation and implementation of Bank’s rules of ethic and Corporate Governance Principles inside the Bank,
  • Advise on mechanism, structure and efficiency of the Board of Directors and related committees,
  • Advise on financial benefits provided to the Board of Directors with reasoning,
  • Developing the policies, strategies and a transparent system for determining, assessing and training of the adequate candidates for the board of directors,
  • Advising the Board of Directors on independent board member candidates, evaluating the candidates proposed by Board of Directors, shareholders, etc. taking the independency criterias into consideration and finally presenting to the approval of Board of Directors with an assessment report,
  • Determining and ensuring the implementation of the framework, principles and practices with respect to performance assessment and carreer planning of the Board of Directors and Senior Management,
  • Procuring consultancy services from experts when required, after approval of the Board of Directors,
  • Execution of other responsibilities determined by the regulations in force and duties assigned by the Board of Directors in this context,
  • Presenting or reporting findings, assessments and suggestions to Board of Directors with respect to the results delivered by execution of duties, the precautions that must be taken and other issues in this framework.

Corporate Governance Committee meets minimum four times a year and at a request of a member with predetermined agenda if necessary.

Remuneration Committee

The Remuneration Committee consists of two Members of Board of Directors: Ms. Gamze Yalçın and Ms.Zeynep Hansu Uçar.

Duties, authorities and responsibilities of the Remuneration Committee has been stipulated by the Board of Directors as outlined below;

  • Committee is responsible for a written remuneration policy that is in line with the scope and structure of the bank’s operations, bank’s strategies, long term goals and risk management structures; that prevents taking excessive risks and that contributes to effective risk management,
  • Board of Directors shall review remuneration policy at least once a year to ensure its efficiency,
  • Remuneration Committee shall evaluate remuneration Policy and its applications with respect to risk management each year and present a report which also includes Committee’s suggestions, to the Board of Directors,
  • Duties and activities related to ensuring preparation, issuance, update and efficient adherence to practice criteria and principles of the bank regarding remuneration are performed, managed and coordinated by Human Resources Department,
  • Staff of the bank at all levels shall perform their duties and responsibilities for efficient practice of remuneration policy and procedures, continuously, accurately and in full.

Activities of the bank regarding remuneration are under regular inspection and evaluation with respect to adherence to relevant legislation and policy provisions.

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