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​​​​​​​​​​​​​​​​​​Audit Committee

Members Title
​Eren GüraChairman
Faisal Omar A. AlsaggafMember
Müge Öner​Member
Primary Responsibilities of Audit Committee
 
  • The Committee is obligated to get regular reports from the independent auditors and from the control functions, formed as part of internal control, internal audit, risk management systems and Compliance in relation to the performance of their functions and report to the Board of Directors any issue that may have unfavorable impact on the continuity and safe conduct of the Bank's operations or which is in breach of the applicable legislation or internal regulations.
  • The Manager/Head of the Internal Audit Department, at least every 3 month submits to the Committee a report prepared in Turkish and in English on the activities performed by the internal audit unit and review these activities jointly with the Committee. The Committee is obligated to present this report, together with its own comments, to the Board of Directors within 10 (ten) working days at the latest. The report in question includes points indicated in the relevant regulation as a minimum.
  • The Committee is also obligated to report to the Board of Directors in maximum semiannual periods (provided that not exceeding 6 months) the result of the operations undertaken by it and its opinions on any measures necessary to be taken at the Bank, on any necessary applications and on other issues it deems significant for the Bank's operations to be carried on safely.
  • To evaluate the independence of the rating institutions, the independent audit institutions, including those which carry out audits of information systems, and the valuation institutions with which the bank will sign contracts, and of their presidents, directors, auditors, managers and employees, in their activities related with the Bank, and the sufficiency of the resources that are allocated, to submit its evaluations in the form of a report to the Board of Directors, and, where services are actually procured, to repeat these actions regularly during the term of the contract for up to 3 (three) months.
  • To make a risk evaluation concerning the support service that will be received by the Bank, to submit its evaluations in the form of a report to the board of directors and, where the service is actually procured, to repeat these actions regularly during the term of the contract for at least annually and also to monitor the sufficiency of the service provided by the support service institution.
  • To supervise compliance with the Internal Control, Internal Audit, Compliance and Risk Management regulations and the Board of Directors-approved internal policies and implementation procedures and make recommendations to the Board of Directors as to any measures deemed necessary.
  • To ensure preparation of Risk Management Programme reflecting the influence of support services on control functions and submit it to the Board of Directors together with its views on yearly basis.
  • To exercise supervision on whether the Internal Audit Department performs its obligations set out in internal and external regulations and monitors performance of duties independently and impartially.
  • To verify whether the internal audit system covers the current and planned operations of the bank and risks resulting from such operations and review thinternal regulations on internal audit which are put into effect upon approval by the Board of Directors.
  • To establish communication channels to enable the staff of the departments included in the control functions to access it directly.
  • To get and consider Senior Management opinions and recommendations on the control functions.
  • To arrange for the establishment of communication channels to allow for reporting of internal irregularities directly to it or to the internal control department or the auditors.
  • To review internal audit plans and submit to the BoD approval.
  • To evaluate the professional training levels and adequacy of the managers and staffs at the departments included in the control functions.
  • To assess whether there exist methods, means and implementation procedures necessary to identify, measure, track and control the risks carried by the Bank.
  • To meet internal auditors regularly and the independent audit company conducting independent audit of the bank, at least every 3 month a year according to a predetermined schedule and agendas.
  • To discuss with the Senior Management and the independent auditors the independent audit results, the annual and quarterly financial statements, related documents and the independent audit report and resolve other issues raised by the independent auditor.
  • To check whether the financial reports of the bank contain true information and all the information to be presented, are prepared in accordance with the Banking Law and other applicable legislation and ensure to get any detected errors or irregularities corrected.
  • To discuss with the independent auditors whether the financial reports truly present the financial position and cash flows of the bank and the results of its operations; and whether they are prepared in accordance with the guidelines and procedures set forth in the Banking Law and other applicable legislation.
  • To monitor whether any staff member authorized to extend loans is involved in the stages of evaluating and decision making for any loan transactions for his/her spouse or underage children or for other natural or legal persons included in the same risk group with his/her and establishe communication channels to allow such issues to be informed to the Committee. The relevant Board Member notifies the Audit Committee in written beforehand and cannot attend to the meeting while credit extension of himself or his group are evaluated.
  • To ensure submitting notification to BRSA within 10 (ten) days regarding changes on internal regulations in terms of duties, authorizations and responsibilities of the Committee and changes on organization, authorizations, responsibilities of internal functions.
  • To review and approve Activity Report submitted by Consumer Affairs Coordination Officer on a quarterly basis.
  • To establish the audit and control process, which provides necessary assurance about adequateness and accuracy of ICAAP.
  • On the occasion of the difference between internal capital adequacy level needed due to the current situation and the capital requirement, which arises from the stress conditions obtained from the stress tests related to the market and counterparty credit risk and total liquidity risk of the Bank, being above the level determined by the BRSA, to notify BRSA within the two business days following the accounting date.
  • The Committee is authorized to receive documents and information from all units of the Bank and the contracted outsourcing institutions and independent audit firms. The Committee can procure consulting services from expert people subject to the approval of the Board of Directors.
  • The Committee is authorized to approve the initial issuance and revision of the internal regulations, procedures, full staff charts, job descriptions and etc. of departments that report to the Committee, and delegate authority to the heads of the departments as deemed appropriate.
  • The Committee is authorized to review opinions of the independent audit company about the compliance of the Bank's accounting applications with the Banking Law and other applicable legislation and gets clarifications from the relevant parties regarding the inconsistencies of the Higher Management.
  • The Committee reviews and endorses the ICAAP and risk appetite to submit the approval of the Board.
  • The Committee reviews ICAAP assessment report and accounting results.

Compensation and Corporate Governance Committee

Members Title
Saeed Mohammed A.AlghamdiChairman
Meriç UluşahinMember
Compensation and Corporate Governance Committee
  • The Committee monitors compensation policy, process and their applications on behalf of the Board of Directors in order to provide an independent and effective compensation system.
  • The Committee forms a written compensation policy, which is in compliance with structure and scope of the activities of the Bank, applicable internal and external regulations, strategies, risk appetite and long term objectives of the Bank. The key objective of the policy is to avoid excessive risk taking while emphasizing long-term performance and efficiency.
  • The Committee evaluates hiring and firing of the CEO DRs and Internal Functions Heads and submits recommendation to the Board in this respect. It submits its recommendations on election of Internal Functions Heads to the BoD after taking also Audit Committee's remarks and recommendations.
  • The Committee evaluates the compensation of the Board members as staying within the budget to be determined by General Assembly per year.
  • The Committee submits proposal to the approval of the General Assembly in respect of the all the fees and travel allowance, which are to be paid to the BoD members.
  • The Committee evaluates the compensation of the CEO.
  • The Committee establishes overall parameters, in discussion with the CEO, for the compensation of his EVPs.
  • The Committee reviews the CEO's recommendations on the compensation of EVPs if outside the established parameters.
  • The Committee reviews the compensation of the Internal Systems Senior EVP, Risk Management EVP, Heads of Internal Audit, Internal Control, and Compliance after taking inputs from the Chairman of the Audit Committee, chairman of the Board as well as the CEO.
  • The Committee recommends to the Board financial, strategic and individual performance measures based on regulatory guidelines and NCB Group implementations for the EVPs of the Bank and evaluates their individual performance against these measures.
  • The Committee prescribes the guidelines for the total bonus pool of the Bank while taking into account elements of managing risk, capital, liquidity and potential future revenue, in line with and all relevant Group and regulatory guidelines.
  • The Committee reviews and prepares a report to be submitted to the Board related to the Business performance and the performance of the positions indicated below, beside this the Committee develop a recommendation to the Board regarding the follows: Recommendation on the Bonus Pool for the Bank, Recommendation on CEO and EVPs Bonus remuneration, Recommendation on Internal Functions Heads’ Bonus remuneration, Recommendation on the AC Chairman's Bonus remuneration as staying within the budget to be determined by General Assembly per year,  Recommendation on the Bonus remuneration of the General Secretary of the Board.
  • The Committee ensures that the compensation structure of the Bank supports and reflects the Bank's corporate goals in a way that is competitive and tied to the achievement of performance targets based on measures consistent with shareholders' interest over the short, medium and long term.
  • The Committee pays continuing attention to the changes in compensation practices, business trends and applicable laws and regulations in order to establish and administer a competitive compensation system.
  • The Committee reviews, evaluates and ensures availability of succession planning for the following:  AC Chairman and Internal Functions Heads, CEO and EVPs, Internal Functions Heads’ succession plans will be evaluated upon the recommendation of the Audit Committee, EVPs succession plans will be evaluated upon the recommendation of the CEO.
  • The Committee monitors and supervises the Bank activities to ensure the Bank's Corporate Governance policies,regulations and procedures are fully aligned with Banking Laws and Regulations.
  • The Committee advises the BoD periodically with respect to significant developments in the law and practice of Corporate Governance.
  • The Committee leads, monitors and supports the activities identifying and setting the Corporate Governance principles, ethical rules and corporate values.
  • The Committee submits recommendations to the BoD, which are designed to improve the Corporate Governance settings and/or practices

 

Credit Committee

Members Title
Majed Hamdan A. Alghamdi ​Chairman
Meriç UluşahinMember
​CEO​Member
Faisal Omar A. ALSAGGAFAlternate ​Member
Eren GüraAlternate Member
Primary Responsibilities of Credit Committee

 

  • BoD may assign the power to extend credits to the Credit Committee or Head Office within the frame of banking legislation and principles, procedures that are set by the Board.
  • The total amount of loans to be extended by a bank to a real or a legal person or a risk group shall not be more than 25% (twenty-five percent) of its own funds.
  • In case of determination of the limit of credit to be extended to a natural person or a legal entity, the Board of Directors; may delegate credit extension powers to the Committee at a maximum rate of 10% (ten percent) of equity.
  • BoD may delegate credit extension powers to the Management at a maximum rate of %1 (one per cent) of equity
  • In case of transfer of powers regarding extension of credit by the Board of Directors, powers must be delegated by the Board of Directors in writing by determining clearly and in full detail the scope and limits thereof in a manner also containing any aspects required to be determined routinely during extension of credit, particularly the sum and type of credit and guarantees to be received.
  • The Committee approves write off and/or assignment of the securities to be subject to the disposition, credits, bad debt as staying within the limit foreseen under Write-off Receivables and/or Assignment to AMC Matrix approved by the Board.
  • The Committee periodically and on a need basis, reviews and takes decision on the risk appetite statement (in terms of the credit risk and relevant aspects of concentration risk), internal performance indicator levels, credits, collections and provisioning policies, guidelines, processes and the future direction of credit activities in the Bank as per the recommendation of the Credit and Remedial Management Committee.
  • The Committee operations are supervised by the Board of Directors. The Committee allows conducting any controls and supplying all kind of information on the operations of the Committee upon request of Board of Directors.
  • The Committee is responsible of taking periodic report from Credit and Remedial Management Committee regarding the functioning of this committee and monitoring committee activities.
  • The Committee supports the Board by conducting oversight of risk management policies and practices.
  • The Committee reviews the management effectiveness in managing and assessing risks inherent to its activities, and that risk acquisition and risk taking activities are aligned to the risk appetite and strategic objectives set by the bank.
  • The Committee expresses its opinion about consistency of risk appetite with the Bank's risk capacity and risk profile, during risk appetite assessment process.
  • The Committee assesses stress test results and actions to be taken.
  • The Committee periodically will receive and review a risk report from Management covering all risks taking activities.
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