Board of Directors

As detailed in the Turkish Commercial Code and the Banking Law, the Board of Directors is the body that carries the ultimate responsibility of the Bank for management and representation. According to Article 23 of the Banking Law, the Bank’s the Board of Directors consists of at least five members. The General Manager shall serve as the natural member of the board of directors pursuant to the provision of Article 23 of the Banking Law and shall carry this title as long as he is in charge of the general directorate. According to Article 17 of the Articles of Association of our Bank, the Board of Directors of our Bank consists of seven members elected for three years unless otherwise agreed by the shareholders. According to Article 17.4 of the Articles of Association, the Board shall hold a meeting with the attendance of at least 5 (five) of its members and the decisions shall be taken by a majority of the members present. For some important issues defined in the related article of the Articles of Association, all members of the Board are required to participate and vote in favour of the motions. In 2017, two of the members of the Board of Directors and the General Manager of the Bank resigned from their duties, and three new Board members along with a new General Manager commenced their duties.

In accordance with Article 17.9 of our Bank’s Articles of Association, the Board of Directors convenes at least once every three months. The Board of Directors, whose duties and authorities are determined by the relevant legislation, the Articles of Association and the Bank’s in-house policy and directives, held a total of 4 meetings during 2017. All of the Board meetings held during 2017 took place with the required quorum and the resolutions taken in these meetings received the supporting vote of a sufficient number of members in terms of the quorum of decision. Information concerning the Board meetings held in 2017 is presented below:

No.	Date
1st Meeting	31.03.2017
2nd Meeting	09.06.2017
3rd Meeting	15.09.2017
4th Meeting	08.12.2017

The Basic Duties and Responsibilities are as follows:

• The main duty of the Board of Directors is to lead the Senior Management to successfully implement the strategic plans.
• The Board of Directors decides on the determination of the primary objectives and develops a corporate strategy.
• The Board of Directors follows the commercial performance of Turkiye Finans Participation Bank and provides assurance by periodically reviewing the Performance and Risk reports.
• The Board of Directors approves the establishment and discharging of Board Level Committees and assigns authority to these committees.

The Board of Directors ensured the assignment and follow up of committee based duty and responsibility by establishing the Audit Committee, the Credit Committee, the Remuneration and Corporate Governance Committee as stipulated in the relevant banking legislation.

Credit Committee

Member of the Committee	Title
Majed Hamdan A. Alghamdi	Chairman
Meriç Uluşahin	Member
Wael Abdulaziz A. Raies	CEO, Member
Faisal Omar A. Alsaggaf	Alternate Member
Eren Güra	Alternate Member

The Board of Directors may assign the power to extend credit to the Credit Committee or Head Office within the framework of banking legislation and principles, and the procedures set by the Board. 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, reaches decisions about requests to change the terms of credit allocations which fall within the scope of its authority and fulfils any other credit-related duties that the Board of Directors may issue to it. The Credit Committee reviews and recommends or approves regulations, policies related to duties, areas of authority and other documents.

Our Bank’s Credit Committee consists of at least three members including the General Manager, and is convened as required. In accordance with the provisions of the Regulation on Banks’ Credit Transactions, the Committee convenes with the participation of all members and reaches decisions unanimously. Any decisions that go beyond the authority of the Credit Committee or cannot be taken unanimously are transferred to the Board of Directors for a final decision. Our Bank Credit Committee met five times during 2017.

Basic Duties and Responsibilities;

• Within the framework of credit allocation limits set by the Board of Directors, the Credit Committee evaluates the credit files with a broad perspective and approves the credit files at the appropriate limits and conditions or, in the event that the files already have limits, the Committee recommends the credit files with their notes, if available, to the Board of Directors
• The Committee approves the write off and/or assignment of the securities to be subject to the disposition, credits, bad debt as remaining within the limit foreseen under Write-off Receivables and/or Assignment to the Asset Management Company Matrix approved by the Board.
• The Committee periodically, or as required, reviews and takes decisions on the risk appetite statement (in terms of the credit risk and relevant aspects of concentration risk), the internal performance indicator levels, credits, collections and provisioning policies, guidelines, processes and the future direction of credit activities in the Bank in accordance with the recommendation of the Credit and Remedial Management Committee.

Audit Committee

Member of Audit Committee	Titles
Eren Güra	Chairman
Faisal Omar A. Alsaggaf	Member
Müge Öner	Member

The Audit Committee was set up by the Board of Directors to perform the duties required by Article 24 of the Banking Law and regulations and to assist the Board in the conduct of its auditing and supervisory activities. The Audit Committee consists of three non-executive members and convenes every three months. The Committee meetings are held with the participation of all members and decisions are taken unanimously.

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 on matters such as measures that need to be taken, practices that need to be followed and other issues which it deems vital to the Bank’s ability to conduct its business with confidence. During its meetings, the Committee discusses the findings and assertions of the Bank’s internal audit units and it refers any issues it deems to be of high importance 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 refers these to the Board of Directors as well. During 2017, the Audit Committee convened at the Bank’s head office on four occasions; it also met the Bank’s external auditors on four occasions, during which the findings of three quarterly audits and one year-end audit were discussed.

Basic Duties and Responsibilities;

• The Audit Committee is in charge of and responsible for supervising the effectiveness and adequacy of the internal control, risk management and internal audit systems of the Bank on behalf of the Board of Directors, and the functioning of these systems and the accounting and reporting systems within the framework of the Law and the related regulations and the integrity of the information generated. The Audit Committee is in charge of and responsible for carrying out necessary preliminary assessments in the selection of independent audit bodies to be selected by the Board of Directors; regularly monitoring the activities of independent audit bodies selected by the Board of Directors; and ensuring the maintenance and coordination of the internal audit functions of the consolidated bodies that are subjected to audit.
• The Committee is required to obtain regular reports 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 any issue that may have an unfavourable impact on the continuity and safe conduct of the Bank’s operations, or which is in breach of the applicable legislation or internal regulations, to the Board of Directors.
• It checks the risk assessments, risk reports and other documentation submitted to the Committee. 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.

Remuneration and Corporate Governance Committee

Members of Remuneration and Corporate Governance Committee	Title
Saeed Mohammed A. Alghamdi	Chairman
Meriç Uluşahin	Member

The Remuneration and Corporate Governance Committee was established as a separate committee in 2016 and includes two non-executive members. The Committee convenes with the participation of all members and reaches decisions by unanimity. The Committee holds a meeting at least once a year.

The Remuneration and Corporate Governance Committee held a one-off meeting in 2017.

Basic Duties and Responsibilities;

• The Remuneration and Corporate Governance Committee leads and supports activities that define and determine the corporate governance principles, ethical rules and corporate values. Within the framework of market practices related to the Bank’s strategy and needs, the Committee supports the Board of Directors in the determination of appropriate remuneration for members of the Board of Directors and the top management and employees. It also supports the Board of Directors in nominating eligible candidates for senior management.
• The Committee carries out supervision of the remuneration policies, processes and practices on behalf of the Board of Directors in order to ensure an independent and effective remuneration system.
• The Committee establishes a written remuneration policy with a content which will prevent excessive risk taking while ensuring long-term performance and efficiency, and which is in line with relevant internal and external legislation and the scope, structure and strategies of the Bank’s activities, the Bank’s risk appetite and long-term objectives.

	Saeed Mohammed A. Alghamdi	Eren Güra	Majed Hamdan A. Alghamdi	Meriç Uluşahin	Wael Abdulaziz A. Raies	Faisal Omar A. Alsaggaf	Müge Öner
Board of Directors	Chairman	Member	Member	Member	Member	Member	Member
Audit Committee		Chairman				Member	Member
Credit Committee		Alternate Member	Chairman	Member	Member	Alternate Member
Remuneration and Corporate Governance Committee	Chairman			Member

 

	Number of Meetings	Number of Meetings with Full Attendance	Number of Meetings Less than Full Attendance
Board of Directors	4	4	-
Audit Committee	4	4	-
Credit Committee	5	5	-
Remuneration and Corporate Governance Committee	1	1	-

 

	Number of Decisions Taken at the Meetings	Number of Decisions by Circulation	Total Number of Decisions
Board of Directors	49	59	108
Audit Committee	10	7	17
Credit Committee	5	28	33
Remuneration and Corporate Governance Committee	3	19	22