Board of Directors

As prescribed by article 17 of Türkiye Finans’s articles of association, the Bank’s Board of Directors consists of seven members. Board meetings require a quorum of at least five directors. Board decisions are taken by a simple majority of those present and voting. The duties and authorities of board members are spelled out in the articles of association subject to applicable laws, regulations, and administrative provisions. During 2015, the Board convened on five occasions, one of which was for the purpose of approving the Board’s declaration to the Bank’s independent auditors. All Board meetings that took place during 2015 met the meeting quorum requirements and all decisions taken in those meetings were passed by a sufficient number of votes. Information concerning the Board meetings held in 2015 is presented below:

No/Date

1st Meeting 22.01.2015

2nd Meeting 20.03.2015

3rd Meeting 12.06.2015

4th Meeting 02.10.2015

5th Meeting 18.12.2015

Executive Committee

Türkiye Finans set up an Executive Committee in March 2009. The fundamental mission of the Executive Committee is to closely supervise the performance of the bank’s management and the implementation of the bank’s strategies. The committee is also responsible for overseeing the bank’s transformation program. Because it usually meets once a quarter, the Executive Committee has the ability to keep a closer watch on the bank’s performance and risk exposure, to make decisions more quickly, and to recommend that corrective measures be taken in a timely fashion. The Executive Committee is the channel through which the Board of Directors and the Bank’s management may communicate with each other. Türkiye Finans Executive Committee met four times during 2015.

Credit Committee

The Credit Committee was set up by the Board of Directors to exercise the power to extend credit within the framework of principles and procedures prescribed by banking laws and regulations. The Credit Committee approves credit allocation decisions within the limits of its authority, makes decisions about requests to change the terms of credit allocations which fall within the scope of its authority, and fulfills such other credit-related duties as the Board of Directors may provide to it. Türkiye Finans Credit Committee met eleven times during 2015.

Audit Committee

The Audit Committee was set up by the Board of Directors to perform the duties required by banking laws and regulations and to assist the Board in the conduct of its auditing and supervisory activities. The Audit Committee is also responsible for overseeing the effectiveness and adequacy of the bank’s risk management system and for checking the validity of risk-related judgments, reports and other documentation submitted to it. The Audit Committee supervises coordination among the Board of Auditors, the Internal Control Center, and the Risk Management Center; keeps the Board of Directors informed of such matters; formulates principles, procedures, and policies applicable to such issues and submits these to the Board of Directors for its approval.

The Audit Committee reports the results of its activities to the Board of Directors at least once every three months, at which time the Committee also presents its opinions about such matters as measures that need to be taken, practices that need to be followed, and other issues which it deems to be vital to the bank’s ability to conduct its business confidently. During its meetings, the Committee discusses the findings and assertions of the bank’s internal audit units and it refers such issues as it deems to be important to the Board of Directors. The Committee also discusses issues brought to its attention by the bank’s own external auditors and/or by BRSA auditors and it refers these to the Board of Directors as well. During 2015 the Audit Committee convened four times at the Bank’s headquarters; it also met with the Bank’s external auditors on four occasions, at which time the findings of three quarterly audits and one year-end audit were discussed.

Corporate Governance Committee

A Corporate Governance Committee was set up at Türkiye Finans in April 2011. The fundamental mission of this committee is to monitor and supervise the bank’s activities so as to ensure that Türkiye Finans’s corporate governance policies, regulations, and procedures are in compliance with banking laws and regulations. The Committee also informs the Board of Directors of possible changes that may take place in corporate governance laws and regulations and their implementation at regular intervals. This Committee met three times in 2015.

Compensation & Nomination Committee

A Compensation and Nomination Committee was set up at Türkiye Finans in April 2011. The fundamental mission of this Committee is to determine appropriate forms of remuneration for the bank’s Board Members, senior managers, and other employees in light both of the bank’s strategies and needs and of market practices. The Committee also supports the Board of Directors on issues related to the nomination of candidates to seats on the Board. This Committee met five times in 2015.

Information about Committee Members’ Participation in Meetings 2015

1 Statutorily mandated quorum requirements were met in all meetings.
2 One member was absent from one meeting for excused reasons.

Board General Secretariat

The main function of the Board General Secretariat is to manage, channel and widely coordinate current and/or potential business flows between the Board of Directors, Board of Directors level Committees, General Management and Internal Functions in addition to providing information flow. In 2015, Board General Secretariat participated in all the meetings of the Board of Directors and Board of Directors level Committee meetings.