İşbank Committees

The Audit Committee
The Audit Committee has two members and is chaired by Mrs. Füsun Tümsavaş, Vice Chairman of the Board of Directors, by the resolution of the Board of Directors dated 30.05.2011 and nr 37575. The other member of the Committee is Prof. Dr. Savaş Taşkent, who is also a member of the Board.

The Audit Committee is responsible for holding meetings at least twice a year provided that a six month period is not exceeded and is obliged to inform the Board of Directors about the results of its activities and the measures to be taken, practices that are required and its opinions on other matters that are deemed to be significant for the Bank to conduct its business safely.

The Audit Committee is in charge of:

• Ensuring that the internal systems of the Bank function efficiently and sufficiently, that these systems and the accounting and reporting systems operate within the framework of the related regulations and the Bank’s policies and that the information produced has integrity,
• Carrying out the preliminary assessment of independent audit firms and companies providing rating, valuation and support services to be selected and monitoring the firms that are appointed by the Board, on a regular basis,
• Ensuring that the internal audit functions of subsidiaries that are subject to consolidation are coordinated in line with the related regulations,
• Reporting, presenting opinions and making recommendations to the Board on the functions, operations and related policies and regulations of the internal systems and the divisions that are part of the internal systems,
• Evaluating the information and reports received from the independent audit firms and the divisions that are part of the internal systems, about their operations,
• Ensuring that the Bank’s financial reports are prepared in line with the related legislation, regulations and standards,
• If required, gathering information, documents or reports from all Bank units, support service contractors and independent auditors and being subject to Board approval, receiving consultancy from those who are specialists in their respective fields,
• Fulfilling other responsibilities determined by the related legislations and the duties given by the Board within this framework,
• Reporting to and informing the Board about the results of its own operations, the measures needed to be taken in order for the Bank’s operations to be within the framework of the related legislation and Bank policies in a continuous and secure way and its evaluation, opinion and recommendation on any other issues that are deemed to be important.

In 2011, Audit Committee held 24 meetings and adopted 27 resolutions.

Turkish Republic of Northern Cyprus (TRNC) Internal Systems Committee
As per the resolution of the Board of Directors, dated 15.06.2009, Nr. 35546, TRNC Internal Systems Committee is established within the framework of TRNC Banking Law and related regulations. The Committee has two members and as per the resolution of the Board of Directors, dated 30.05.2011, Nr. 37576 the Committee is chaired by Mrs. Füsun Tümsavaş, who is the Vice Chairman of the Board of Directors. The other member of the committee is Prof. Dr. Savaş Taşkent, who is also a member of the Board.

TRNC Internal Systems Committee holds meetings at least twice a year provided that a six month period is not exceeded and informs the Board of Directors on the results of its own activities, its opinion on the measures needed to be taken and the necessary practices to be implemented by the TRNC branches and other important issues in order for these branches to operate in a secure way.

TRNC Internal Systems Committee is responsible for ensuring the efficiency and sufficiency of the internal systems provided by the Bank in relation to the operation of the TRNC branches; ensuring the operation of the internal systems, accounting and reporting systems in line with the law and related regulations and ensuring the integrity of the produced information; carrying out the preliminary assessment of independent audit firms and other companies providing services directly related to other banking operations to be selected by the Board; and monitoring regularly and coordinating these companies that are selected and contracted by the Board.

In 2011, the TRNC Internal Systems Committee held 5 meetings and adopted 7 resolutions.

Credit Committee
İşbank’s Credit Committee makes resolutions on credit allocation within its authorization limit, makes decisions on demands to change the credit allocation conditions within its authorization limit and carries out any assignments regarding credits given by the Board.

İşbank’s Credit Committee consists of three members; one of them is the Chief Executive Officer or Deputy Chief Executive, who is also the chairman of the Committee and two members from the Board of Directors. Each year, at the first Board meeting after the Annual General Meeting, the Board members of the Credit Committee that will perform their duty until the next General Meeting are determined. Two alternate Committee Members are also designated who will stand if need arises.

The Committee makes decision on the credit allocation with consensus, after each Committee Member examines and signs the files. Resolutions of the Credit Committee which have unanimous backing are executed directly while resolutions made on a majority basis are executed following the approval of the Board of Directors.

By the end of December 2011, by the evaluation of 140 files under the authority of the Credit Committee, 107 resolutions were adopted.

The members of the Credit Committee for the period between January and March 2011 were Member of the Board and Chief Executive Officer, Mr. H. Ersin Özince as the Chairman of the Committee, Vice Chairman of the Board of Directors, Mr. H. Fevzi Onat and the Board Member, Mrs. Füsun Tümsavaş. Alternate members of the Credit Committee were the Board members Mrs. Tülin Aykın and Mr. Hasan Koçhan.

The members of the Credit Committee for the period between April and May 2011 are Member of the Board and Chief Executive Officer, Mr. Adnan Bali as the Chairman of the Committee, Vice Chairman of the Board of Directors, Mr. H. Fevzi Onat and Board Member, Mrs. Füsun Tümsavaş. Alternate members of the Credit Committee are Board members Mr. Hasan Koçhan and Mr. M. Mete Başol. After resignation of Vice Chairman of the Board of Directors Mr. H. Fevzi Onat on 30.05.2011, who was Credit Committee member, Member of the Board and Chief Executive Officer, Mr. Adnan Bali continued his duty as the Chairman of the Committee, the Vice Chairman of the Board of Directors Mrs. Füsun Tümsavaş and the member of the Board Mr. Hasan Koçhan continued the duty of the Credit Committee members for the period of June-December 2011. Board members M. Mete Başol and Aysel Tacer were appointed as alternate members of the Credit Committee.

Committee Members	Duty	Primary Duty
Adnan Bali	Chairman of the Committee	Member of the Board and Chief Executive Officer
Füsun Tümsavaş	Member	Vice Chairman of the Board
Hasan Koçhan	Member	Board Member

Alternate members: M. Mete Başol – Aysel Tacer

Credit Revision Committee
Being one of the committees of the Board of Directors, the Credit Revision Committee is constituted every year as per the article of Revision of Limits within the context of Credit Risk Policy, which came into effect by the resolution of the Board of Directors dated 30.09.2003 and nr 30249, within the framework of the principle of reviewing the loan portfolio, evaluating the relations with credit customers at the end of the year and revising, when necessary, the credit limits allocated to the said persons and corporations for the following year.

Within this framework, as per the resolution of the Board dated 31.12.2010 and nr 37089, the Credit Revision Committee; consisting of Vice Chairman of the Board, Mr. H. Fevzi Onat and Board Members Mrs. Tülin Aykın, Mrs. Füsun Tümsavaş and Mr. Hasan Koçhan; individually reviewed 471 individual or group firms whose general limits/risk ceilings are above USD 10 million and are monitored by Corporate and Commercial Loans Underwriting Divisions. The firms/risk groups of which the risk perceptions are respectively lower were evaluated on an overall basis. Furthermore, 57 correspondent banks of whose general limits are above USD 200 million were evaluated and the Committee completed its evaluations as of 31.03.2011.

As per the resolution of the Board of Directors dated 12.12.2011 and nr 37986, the current Credit Revision Committee, consisting of Vice Chairman of the Board, Mrs. Füsun Tümsavaş and Board members Mr. Hasan Koçhan, Ms. Aysel Tacer and Mr. Murat Vulkan, continues its examinations.

Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was established as per the Regulation on Social Responsibility Practice, which was adopted with the resolution of the Board and its members are Board Members Mrs. Aynur Dülger Ataklı and Ms. Aysel Tacer, Deputy Chief Executives Mr. Özcan Türkakın and Mr. Yalçın Sezen and Head of the Corporate Communications Division Mr. Suat E. Sözen.

The Committee operates in accordance with the Regulation principles, by considering the basic fields of contribution, which are determined as education, culture and art, health, protection of the environment and other activities.

In 2011, Corporate Social Responsibility Committee held 11 meetings and adopted 31 resolutions.

Risk Committee
Risk Committee is responsible for formulating the risk management strategies and policies İşbank will adhere to both on a consolidated and unconsolidated basis, presenting them to the İşbank Board of Directors for approval and monitoring compliance with them. The Committee is the common communication platform with the Bank’s executive divisions in terms of assessing the risk the Bank is exposed to, making suggestions about the measures to be taken and methods to be followed. The Committee’s principal duties are the following:

• Prepare the risk strategies and policies and present to the Board for approval,
• Adjudicate by negotiating the issues addressed by Risk Management Division,
• Recommend to the Board the level of risk limits for exposures, monitor the breach of limits and recommend to the Board regarding elimination of those breaches,
• Recommend to the Board changes in risk policies if diverse circumstances require,
• Monitor risk identification, definition, measurement, assessment and management processes carried out by Risk Management Division,
• Monitor accuracy and reliability concerning the risk measurement methodologies and their results.

Committee Members:

• Füsun Tümsavaş: Vice Chairman of the Board of Directors and Head of Risk Committee.
• Adnan Bali: Member of the Board and Chief Executive Officer, Head of Credit Committee
• Ertuğrul Bozgedik: Deputy Chief Executive
• Senar Akkuş: Deputy Chief Executive, Head of Asset & Liability Management Committee
• Gamze Yalçın: Head of Risk Management Division

Risk Committee contributes to the formation of group risk policies structured on a consolidated basis including both financial and non-financial participations of the Bank. In the activities that the Risk Committee carries out on a consolidated basis,

• Özcan Türkakın, Deputy Chief Executive
• Burhanettin Kantar, Head of Equity Participations Division

also attend the meetings.

In 2011, the Risk Committee met a total of 12 times 4 of which were on a consolidated basis. In addition to the risk management evaluations of İşbank and its participations under consolidation, 12 risk management reports were submitted to the Committee and resolutions were adopted about risk management systems and processes.

Remuneration Committee
As per the resolution of the Board of Directors, dated 29.12.2011 and nr. 38038, Remuneration Committee has been established for the purpose of executing functions and activities related to monitoring and controlling remuneration policies of the Bank on behalf of Board of Directors. The Committee has two members; Mr. H. Ersin Özince, the Chairman of the Board, was elected as the Chairman of the Committee and Prof. Dr. Savaş Taşkent was elected as the member of the Committee.

The Committee holds meetings at least twice a year provided that six month period is not exceeded and informs the Board of Directors on the results of its own activities and its opinions on other important issues.

Remuneration Committee is responsible for monitoring and controlling policies related to remuneration management on behalf of Board of Directors within the context of compliance to Corporate Governance Principles; providing that remuneration is in compliance with the Bank’s ethical values, internal balances and strategic goals. The Committee is also responsible for evaluating remuneration policy and its implementations within the framework of risk management; submitting the proposals to Board of Directors that are in line with the requirements after examining remuneration policy, as well as officiating other responsibilities in accordance with relevant legislations and tasks assigned by the Board of Directors within this framework.