Committes and Work Principles

Audit Committe

The audit committee is composed of minimum two members elected among the members of board of directors having no executive duties in order to assist the board of directors in the performance of auditing and supervisory activities. The audit committee shall have the duty and responsibility, on behalf of the board of directors, to supervise the efficiency and adequacy of the bank’s internal systems, the functioning of these systems and of the accounting and reporting systems in accordance with the Banking Law and applicable regulations, and the integrity of the information that is generated to carry out the necessary preliminary assessment for the selection of independent audit institutions and rating, valuation and support service institutions by the board of directors, to monitor regularly the activities of the institutions selected by the board of directors and with which contracts have been signed, and to ensure that the internal audit activities of the partnerships subject to consolidation in accordance with regulations introduced under the Banking Law are maintained and coordinated in the consolidated fashion.The Auditing Committee convenes at least every three months or, as the case may be, upon the request of the committee chairman or the other members. The date, hour, place and agenda of the meetings are determined by the chairman. Meetings are scheduled 7 days in advance and meeting call is sent to the members.

Corporate Governance Committe

Corporate Governance Committee is composed of at least two non-executive board directors who are assigned by the Board. The members select a chairman among themselves. Corporate Governance Committee shall meet at least twice a year or, as the case may be, upon the request of the committee chairman or the other members the date, hour, place and agenda of the meetings are determined by the chairman. Meetings are scheduled 7 days in advance and meeting call is sent to the members. Corporate Governance Committee carries out the following duties:

  • To monitor the compliance of the structure and processes about corporate governance with the legislation in effect and Bank’s basic principles,

  • To determine the framework for the works to be carried in order to ensure the compliance of the non-complied matters with the legislations and principles concerned,

  • To make suggestions to the Board about the structure of an effective corporate governance,

  • To take the lead in formation of corporate values and ethic rules and to support the relevant works,

  • To make the planning of the resources’ to ensure the implementation and compliance of Corporate Governance Policy,

  • To monitor the framework and processes determined for the approval periodical reviews, standards, policies, directives and the principles of practice,

  • To publish and update Corporate Governance guidelines on the bank’s website,

  • To report its activities and the results of these activities to the board of directors on yearly basis.

Internal Systems Committe

Internal systems are established under the Board of Directors within the institutional structure of our bank. Board of Directors has fully transferred its powers, duties and responsibilities within the scope of internal systems to Responsible Committee of Internal Systems on condition that the ultimate responsibility will be the Board of Directors’ undertaking. Internal Systems Committee, composing of minimum two members, is determined as Responsible Committee for Internal Systems, and its members are chosen among the members of Board of Directors with no executive duties. The establishment of internal systems within the framework of procedures and principles contemplated in the "Regulation on the Internal Systems of Banks", their efficient, effective and due operation, securing the information obtained from the accounting and financial reporting system are under the responsibility of Responsible Committee for Internal Systems (Internal Systems Committee). Internal Systems Committee shall meet at least every three months or, as the case may be, upon the request of the committee chairman or the other members The date, hour, place and agenda of the meetings are determined by the chairman. Meetings are scheduled 7 days in advance and meeting call is sent to the members.

Remuneration and Nomination Committe

Nominating Committee consists of three member at least two of them shall be Non-Executive Board Members who are determined by Board. The members select a chairman among themselves. Members of Nominating Committee are assigned and dismissed by the Board. The Committee shall make suggestions about appointments of new members and appointments of CEO and EVP to Board. Nominating Committee shall meet at least once a year or according to invitation of a chairman or one of the members. The date, time, location and agenda of the meeting shall be determined by Committee Chairman and invitations and agenda of the meeting shall be sent to committee members at least seven days before the meeting.

The objectives of this committee is to provide a formal and transparent procedure for developing remuneration policy for Board, CEO, and key senior management officer and ensuring that compensation is competitive and consistent with the Bank’s culture, objectives and strategy. The committee shall comprise at least three (3) members. The Committee shall meet at least once a year, preferably towards the end of the calendar year to review the current framework and to determine the following year’s annual remuneration for the directors, CEO and key senior management officer, employee. Additional meetings shall be held as and when the need arises. Date, time, location and agenda of the meeting shall be determined by Committee Chairman and invitations and agenda of the meeting shall be sent to committee members at least seven days before the meeting.

Corporate Social Responsibility Committe

The Corporate Social Responsibility Committee consists of four Board members including the General Manager. The Committee shall be authorized to determine the social responsibility projects to be realised and supervised by our Bank, and take the necessary decisions related with these projects.The Corporate Social Responsibility Committee shall work upon the basis mentioned in this Regulation.