Board of Directors

Members of the Board of Directors as of 26 May 2023	Position
Wael Abdulaziz A Raies	Chairman
Moath Saad M Alnasser	Member
Sara Abdullatif A Nugali	Member
Meriç Uluşahin	Member
Müge Öner	Member
Chakan Bekiroglou	Member
Süleyman Murat Akşam	CEO, Member

Board Member Ms. Sara Abdullatif A Nugali resigned from the Board of Directors and her duties related to her membership to the Board of Directors on 1 October 2023. With the decision of the board of directors dated 20 October 2023, taken within the scope of the relevant regulations of the Turkish Commercial Code,, Mr. Mazen Ali E Aldhabi, who was appointed to the Board of Directors membership position vacated by Ms. Nugali, took the oath before the local commercial court on 25 October 2023 pursuant to Article 27 of the Banking Law, and subsequently started his duty. Thus, Türkiye Finans’ Board of Directors, consisting of seven (7) members, has been duly formed and continues its activities.

Members of the Board of Directors as of 25 October 2023	Position
Wael Abdulaziz A Raies	Chairman
Moath Saad M Alnasser	Member
Mazen Ali E Aldhabi	Member
Meriç Uluşahin	Member
Müge Öner	Member
Chakan Bekiroglou	Member
Süleyman Murat Akşam	CEO, Member

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 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. In accordance with the Article 17.6 of the Articles of Association, Members of the Board of Directors who were elected previously can be re-elected. 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. In material events specified in the relevant articles of the Articles of Association, the quorums specified in the articles of association are applied and in some in some important issues all members of the Board are required to participate and vote in favor of the motions.

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 four meetings during 2023. All of the Board meetings held during 2023 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 2023 is presented below:

Nr.	Nr.
1st Meeting	20 January 2023
2nd Meeting	18 May 2023
3rd Meeting	18 August 2023
4th Meeting	15 December 2023

Basic Duties and Responsibilities

• The Board of Directors guides the Senior Management to successfully execute the strategic plans and carries out its review in terms of planned and realized results at least quarterly as part of its primary duties.
• The Board of Directors decides on the determination of the budget, primary objectives and essential strategies and develops the corporate strategy.
• The Board of Directors conducts the necessary work to maintain the continued growth in the Bank’s commercial performance taking into consideration the interests of all stakeholders by effectively carrying out comprehensive preparations, assessments and surveillance within certain initiations in addition to the periodical and various working results, plans and activity reports prepared in accordance with the legislation, which also cover financial performance and risk assessments.
• The Board of Directors approves the establishment of Board Level Committees and assigns authority to these committees for the purpose of more detailed and technical evaluations, decision making and/or maturing certain areas of expertise. 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

Members of the Credit Committee as of 26 May 2023		Members of the Credit Committee as of 25 October 2023	Position
Meriç Uluşahin	Meriç Uluşahin			Chairperson
Moath Saad M Alnasser	Moath Saad M Alnasser			Member
Süleyman Murat Akşam	Süleyman Murat Akşam			CEO, Member
Müge Öner	Müge Öner			Alternate Member
Sara Abdullatif A Nugali*	Mazen Ali E Aldhabi*			Alternate Member

* Board Member Ms. Sara Abdullatif A Nugali resigned from the Board of Directors and his duties related to her membership to the Board of Directors on 1 October 2023. Until this date she continued to serve as an Alternate Member of the Credit Committee. On 20 October 2023, Mr. Mazen Ali E Aldhabi, who was appointed to the Board of Directors membership position vacated by Ms. Nugali in accordance with Article 363 of the Turkish Commercial Code and was appointed as an Alternate Member of the Credit Committee, took the oath before the local commercial court on 25 October 2023 pursuant to Article 27 of the Banking Law, and subsequently started his duty.

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 fulfills 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. The Credit Committee held 7 meetings in 2023 on the dates given below.

Nr.	A
1st Meeting	19 January 2023
2nd Meeting	17 May 2023
3rd Meeting	22 June 2023
4th Meeting	17 August 2023
5th Meeting	14 September 2023
6th Meeting	23 November 2023
7th Meeting	14 December 2023

 

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

Members of the Audit Committee between 11 October 2022 - 18 May 2023	Members of the Audit Committee between 26 May 2023 - 01 October 2023	Members of the Audit Committee between 01 October 2023 - 25 October 2023	Members of the Audit Committee as of 25 October 2023	Position
Müge Öner	Müge Öner	Müge Öner	Müge Öner	Chairperson
Sara Abdullatif A Nugali	Sara Abdullatif A Nugali	- (During this period, the Committee continued with 2 members in accordance with Article 24 of the Banking Law.)**	Mazen Ali E Aldhabi	Member
Eren Güra	Meriç Uluşahin*	Meriç Uluşahin	Meriç Uluşahin	Member

* As a result of the 32nd Ordinary General Assembly Meeting held on 18 May 2023, Mr. Eren Güra resigned from his position as a Member of the Board of Directors and his related position as a Member of the Audit Committee due to the expiration of his term of office. With the decision of the Board of Directors numbered 6969 taken on 26 May 2023, it was decided to appoint Ms. Meriç Uluşahin to the Audit Committee membership position vacated by Mr. Güra.

** Board Member Ms. Sara Abdullatif A Nugali resigned from the Board of Directors and her duties related to her membership to the Board of Directors on 1 October 2023. Until this date she continued to serve as an Alternate Member of the Credit Committee. On 20 October 2023, Mr. Mazen Ali E Aldhabi, who was appointed to the Board of Directors membership position vacated by Ms. Nugali in accordance with Article 363 of the Turkish Commercial Code and was appointed as a Member of the Audit Committee, took the oath before the local commercial court on 25 October 2023 pursuant to Article 27 of the Banking Law, and subsequently started his duty.

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 at least quarterly. 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 quarterly, 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. The Audit Committee held 6 meetings in 2023 on the dates given below.

Nr.	Date
1st Meeting	19 January 2023
2nd Meeting	20 March 2023
3rd Meeting	17 May 2023
4th Meeting	17 August 2023
5th Meeting	26 October 2023
6th Meeting	14 December 2023

 

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, and risk management systems in relation to the performance of their functions and report any issue that may have an 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, 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 and Compliance Department and the Risk Management Department; 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 the Audit Committee as of 26 May 2023	Position
Wael Abdulaziz A Raies	Chairperson
Müge Öner	Member
Chakan Bekiroglou	Member

 

The Remuneration and Corporate Governance Committee was established as a separate committee in 2016 and includes at least two non-executive members. The Committee convenes with the participation of all members and takes decisions unanimously. The Committee holds a meeting at least once a year. The Remuneration and Corporate Governance Committee held 2 meetings in 2023 on the dates given below.

Nr.	Date
1st Meeting	20 January 2023
2nd Meeting	27 July 2023

 

Basic Duties and Responsibilities;

• The Remuneration and Corporate Governance Committee leads and supports activities that define and determine 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 is responsible for establishing 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. The committee’s responsibility also includes monitoring the implementation of this policy and updating it when necessary.

	Wael Abdulaziz A Raies	Moath Saad M Alnasser	Sara Abdullatif A Nugali	Meriç Uluşahin	Müge Öner	Chakan Bekiroglou	Süleyman Murat Akşam
Board of Directors	Chairman	Member	Member	Member	Member	Member	Member/CEO
Audit Committee			Member	Member	Chairperson
Credit Committee		Member	Alternate Member	Chairperson	Alternate Member		Member
Remuneration and Corporate Governance Committee	Chairman				Member	Member

 

As of 18 May 2023, the membership structure for the Board of Directors and Board-level Committees was as set out in the table above, with changes made to this structure later in the year set out below;

• As a result of the 32nd Ordinary General Assembly Meeting on 18 May 2023, Mr. Chakan Bekiroglou was elected as a Board Member. Mr. Eren Güra resigned from his position as a Member of the Board of Directors and his related position as a Member of the Audit Committee due to the expiration of his term of office.
• On 22 May 2023, Mr. Chakan Bekiroglou fulfilled his obligation to take oath before the court.
• Membership structures of the Board Level Committees were determined on 26 May 2023.
• On 1 October 2023, Ms. Sara Abdullatif A. Nugali resigned from her position as a Member of the Board of Directors and her related position as a Member of the Audit Committee.
• With the decision of the Board of Directors dated 20 October 2023 and numbered 6997, it was decided to appoint and assign Mr. Mazen Ali E Aldhabi to the vacant Board Membership and Audit Committee Membership due to the resignation of Ms. Sara Abdullatif A. Nugali. In addition, Mr. Mazen Ali E Aldhabi was appointed as the alternate member of the Credit Committee, to replace Ms. Sara Abdullatif A Nugali.
• On 25 October 2023, Mr. Mazen Ali E Aldhabi started his duty by fulfilling his oath obligation before the court.

 

As of 25 October 2023, the current board and committee member structures were as follows;

	Wael Abdulaziz A Raies	Moath Saad M Alnasser	Mazen Ali E Aldhabi	Meriç Uluşahin	Müge Öner	Chakan Bekiroglou	Süleyman Murat Akşam
Board of Directors	Chairman	Member	Member	Member	Member	Member	Member/CEO
Audit Committee			Member	Member	Chairperson
Credit Committee		Member	Alternate Member	Chairperson	Alternate Member		Member
Remuneration and Corporate Governance Committee	Chairman				Member	Member

 

As of 01 January 2023, the number of meetings held and the details of the decisions taken are as follows;

	Number of Meetings	Number of Meetings with Full Attendance	Number of Meetings Less than Full Attendance
Board of Directors	4	4	-
Audit Committee	6	5	1
Credit Committee	7	7	-
Remuneration and Corporate Governance Committee	2	2	-

 

	Number of Decisions Taken at the Meetings	Number of Decisions Taken by Circulation	Total Number of Decisions
Board of Directors	73	57	130
Audit Committee	12	-	12
Credit Committee	51	69	120
Remuneration and Corporate Governance Committee	1	7	8

 

Information Concerning General Meetings in 2023

Per the resolution No: 6946 of the Board of Directors dated 13 April 2024, it was decided that the 32nd Ordinary General Assembly will be held on 18 May 2023 at the Bank’s Headquarters and this resolution was published at the Turkish Trade Registry Gazette No: 10820 dated 27 April 2023. The General Assembly was realized on 18 May 2023. The Ordinary General Assembly was held to discuss routine topics in accordance with the legislation and resolutions taken were executed in 2023.