254 İşbank
Annual Report 2015
Amendments in the Articles of Incorporation in 2015
ARTICLE NR.
30
PREVIOUS TEXT
Duties and Powers of the Board of Directors
a) Administration: The administration of the Bank and its
representation vis-à-vis the shareholders and the third
parties, or before the courts of law, shall be carried out
by the Board of Directors. The Board of Directors shall
make decisions, upon deliberation, on all matters which
do not call for a resolution by the General Assembly,
and which are beyond the scope of powers of both the
Credit Committee and the General Manager. Among
administrative matters, what shall be carried out by
resolutions of the Board of Directors and what shall be
carried out by the General Manager shall be specified in
bylaws to be drawn up by the Board of Directors.
b) Representation: The Board of Directors shall be vested
with absolute power in respect of the administration of
the Bank’s movable and immovable property and of the
execution of all kinds of contracts and transactions and
in such capacity they shall be entitled to sign the name of
the Corporation. When necessary, to reach a settlement
out of court or to assign an arbitrator are also within the
powers of the Board of Directors. The Board of Directors
shall, by resolution, determine the persons authorized
to represent and sign in the name of the Bank and shall
deliver to the Commercial Registrar, for registration, a
notarized copy of such resolutions.
c) Supervising the Credit Committee: The Board of
Directors shall be responsible for supervising the activities
of the Credit Committee. Every one of the members
shall be entitled to require from the Credit Committee
any kind of information pertaining to the Committee’s
activities and to carry out any investigation as he deems
appropriate.
ç) Internal Regulations: The regulations required to ensure
the orderly performance of the Bank’s internal operations
shall be drawn up and ratified by the Board of Directors.
d) Balance Sheet and Report: By issuing the necessary
instructions, the Board of Directors, at the end of each
accounting year, shall have the balance sheet and the
profit and loss account prepared as required by law;
the Board shall submit these documents to the General
Assembly together with the annual report on the year’s
operations.
e) Issue of Debentures and Other Capital Market
Instruments: The Board of Directors has the authority
to issue debentures, Finance Bills, Bank Bills, Bank
Guaranteed Bills, Asset Backed Securities, borrowing
certificates in the quality of capital market instruments
and other borrowing instruments.
NEWTEXT
Duties and Powers of the Board of Directors
a) Administration: The Board of Directors may authorize the
Credit Committee and the General Manager on duties and
powers of Board of Directors which do not require resolution
of General Assembly and which are not non-transferable and
inalienable for Board of Directors. In case such authorization is
given, the authorities of Board of Directors shall be deemed to
continue. The Board of Directors is authorized to delegate its
management powers fully or partially to the Credit Committee,
to other committees, to one or more board members, to the
General Manager, to a third party or third parties in accordance
with an internal directive related to management prepared
by itself. The non-transferable and inalienable powers of the
Board of Directors set forth in the Banking legislation, Capital
Market legislation and Turkish Commercial Code are reserved.
b) Representation: The Bank shall be represented to the
shareholders, third persons or before courts by the Board of
Directors.
The Board of Directors shall be vested with absolute power
in respect of the administration of the Bank’s movable and
immovable property and of the execution of all kinds of
contracts and transactions related to the activities of the Bank
and in such capacity they shall be entitled to sign in the name of
the Bank. When necessary, to reach a settlement or to assign an
arbitrator are also within the powers of the Board of Directors.
The Board of Directors may authorize one or more Board
members, or General Manager or others to represent the Bank
under the conditions determined by the Board of Directors.
The Board of Directors shall deliver the notarized copy of the
resolution that contains both the authorized signatories of the
Bank and their form of representation, to the Trade Registry, in
order to be registered and published.
The Board of Directors is authorized to appoint the persons
that are bounded to the Bank with a contract of services,
as commercial representatives or other kind of assistant
merchants, stating their titles, descriptions of their duties and
limits of powers given to them, in accordance with an internal
directive related to representation prepared by itself. The
resolution of the Board of Directors regarding the internal
regulation related to representation shall be registered and
published in the Trade Registry Gazette after it is notarized.
c) Supervising the Credit Committee: The Board of Directors
shall be responsible for supervising the activities of the Credit
Committee. Every one of the members shall be entitled to
require from the Credit Committee any kind of information
pertaining to the Committee’s activities and to carry out any
investigation as he deems appropriate.
ç) Internal Regulations: The regulations required to ensure the
orderly performance of the Bank’s internal operations shall be
drawn up and ratified by the Board of Directors.
d) Balance Sheet and Report: By issuing the necessary
instructions, the Board of Directors, at the end of each
accounting year, shall have the balance sheet and the profit and
loss account prepared as required by law; the Board shall submit
these documents to the General Assembly together with the
annual report on the year’s operations.
e) Issue of Debentures and Other Capital Market Instruments:
The Board of Directors has the authority to issue debentures,
Finance Bills, Bank Bills, Bank Guaranteed Bills, Asset Backed
Securities, borrowing certificates in the quality of capital
market instruments and other borrowing instruments.
