Committees

• Consolidating and coordinating the internal audit functions of organizations subject to consolidated audit,
• Receiving regular reports regarding the performance of their duties from the units established within the scope of internal systems and independent auditors and reporting any detected faults to the Board of Directors,
• Obtaining information and documentation from all units of the bank, contracted support service institutions and independent auditors and receiving advisory services from specialists, subject to the approval of the Board of Directors,
• Examining the internal audit report to be prepared by authorized inspectors at least quarterly, within the scope of the second paragraph of Article 29 of the Banking Law No. 5411, and submitting the report to the Board of Directors.

In addition, the duties and responsibilities of the Executive Risk Committee, which is responsible for the preparation of risk management strategies and policies to be followed by the Bank, their submission to the approval of the Board of Directors and monitoring of practices were transferred to the Audit Committee with effect from September 2012.

Corporate Governance Committee

The Corporate Governance Committee determines whether the Corporate Governance Principles are applied in the Bank if not, the reason and the conflicts of interest that occur due to not fully complying with these principles. It makes recommendations to the Board of Directors to improve Corporate Governance Practices and oversees the work of the Investor Relations Department. It consists of at least two non-executive Board Members and an Investor Relations Manager. In accordance with the CMB's Corporate Governance Communique II-17.1, the Manager of the Investor Relations Department is a natural member of the Corporate Governance Committee. The committee convenes at least 4 times a year. The Members of the Board of Directors participating in the Corporate Governance Committee are also members of the Nomination Committee.

Duties:

To determine whether or not the corporate governance principles have been put into practice in the Bank on behalf of the Board of Directors, and if they have not been put into practice, to determine the reasons and any conflicts of interest arising from the failure to fully comply with these principles, and to provide suggestions to the board of directors with regard to improving the practices,

• To coordinate the work of the Investor Relations Department and in this context to monitor all relations between shareholders and investors within the Committee and under the Committee Chairman, and to determine the basic principles regarding the Bank’s communication with investors, and to review them regularly in order to ensure that the requirements of their right to information have been fulfilled,
• Together with the Investor Relations Department, to present proposals for development to the Board of Directors, which serve the purpose of ensuring effective communication between the Bank and the shareholders, resolving potential disputes,
• Reviewing the Corporate Governance Principles Compliance Report before it is published in the Bank's annual report, and presenting its views to the Board of Directors,
• To ensure the independence and effectiveness of the Board of Directors, to observe compliance with internal regulations which prevent conflicts of interest between the Committee, members of the board of directors, managers and other employees as well as any misuse of information such as trade secrets,
• To issue recommendations and evaluations regarding the determination or modification of the Bank's Disclosure Policy and submit them to the Board of Directors. To ensure that the Disclosure Policy covers the minimum content determined in the relevant legislation in respect to the Bank's communication with stakeholders, and that it is prepared in accordance with the Disclosure Policy
• By reviewing the scope, quality, consistency and accuracy of the documents, presentations and explanations prepared by the Bank for informative purposes,
• Working collaboratively with the executives responsible for public disclosure declarations,
• Ensuring that the Bank's code of ethics and Corporate Governance Principles is adopted and implemented by managers and employees at all levels throughout the Bank,
• Execution of other responsibilities determined by the regulations in force and duties assigned by the Board of Directors in this context,
• To inform the Board of Directors in writing of the findings, assessments and suggestions and the results of the activities it carries out, the measures to be taken in the matters falling within its scope of duty and activity, and other matters which it deems to be important.

With the amendment made in the Corporate Governance Committee Regulation with the Board of Directors Decision No. 2104 dated February 27, 2013, the duties of the Nomination Committee were also structured within the duties and responsibilities of the Corporate Governance Committee. Nomination Committee decisions are taken by non-executive members. The duties and responsibilities of the Corporate Governance Committee regarding nomination are provided below:

• Creating a transparent system for the identification, assessment and training of suitable candidates for managerial positions with administrative responsibility and for the Board of Directors and conducting studies on determining policies and strategies on this issue
• To conduct regular assessments regarding the structure and efficiency of the Board of Directors and to submit its recommendations on changes which can be carried out on these issues to the Board of Directors,
• To fulfill the duties stipulated in the legislation, announced annually by the CMB, on the nomination of independent members for the Board of Directors, which are required to implemented by the group in which the Bank is included,

The Corporate Governance Committee shall convene at least four times a year and, if deemed necessary, at the request of one of the members, with a pre-determined agenda.

Remuneration Committee

The Remuneration Committee determines and oversees the principles, criteria, and practices to be used in the remuneration of the Members of the Board of Directors and executives with administrative responsibility, taking into account the long-term targets of the Bank. It consists of at least two non-executive Board Members and meets at least once a year.

Duties:

• The committee is responsible for a written remuneration policy which is in line with the scope and structure of the bank’s operations, bank’s strategies, long term goals and risk management structures which prevent excessive risks from being taken while contributing to effective risk management,

• Without prejudice to the responsibility of the Board of Directors, the remuneration policy is reviewed at least once a year in order to ensure the effectiveness of the remuneration policy through the Remuneration Committee.

• The Committee evaluates the Remuneration Policy and practices within the framework of risk management every year and submits them to the Board of Directors in the form of a report together with its recommendations,

• The duties and activities related to the preparation, publication, updating and effective implementation of the Bank's procedures regarding the application criteria and principles in regard to remuneration and the Bank's remuneration-related activities coordinates its execution within the Human Resources Department,

The Bank's remuneration-related activities regularly audited and evaluated in accordance with the relevant legislation and policy provisions.

Credit Revision Committee

The Credit Revision Comittee consists of the CEO, 3 Members of the Board of Directors, 2 Executive Vice Presidents, and the managers of the relevant departments. It convenes at least once a year to discuss the evaluation of the loan portfolio and the revision of limits.

Sustainability Committee

The Sustainability Management Committee which consists of 4 Board Members, CEO and 2 Executive Vice Presidents, established in parallel with the Bank’s vision, strategy, targets, and business plans about environmental, social and governance issues, especially climate change and gender equality, convenes every 2 months during the year in order to ensure the dissemination of our sustainability activities throughout the Bank and the integration into our differentiating business processes.

Risk Committee

The Risk Committee was established to evaluate the risks to which the Bank is exposed, to establish risk management policies, to determine and monitor risk management practices and risk limits, and to ensure coordination between executive units and internal systems. The Committee, consisting of the Audit Committee Members, CEO, relevant Executive Vice Presidents and Department Heads, convenes at least four times a year and reports the results of its activities to the Board of Directors through the Audit Committee.