255
Financial Information and Risk Management
ARTICLE NR.
37
ARTICLE NR.
38
ARTICLE NR.
49
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Qualifications
Unlike the other members of the Board of Directors, the
General Manager is not required to be a shareholder.
However he must be a Turkish national.
Powers
The conduct of all administrative business of the
Bank shall be entrusted to the General Manager.
The appointment, removal, transfer, gratification or
punishment of and the amounts of salaries and other
remunerations to be paid to the Assistant General
Managers, Managers, Assistant Managers and Sub
Managers, as well as the authorization of such officers to
sign, shall be determined by the Board of Directors upon
the proposal of the General Manager.
In urgent situations, when appointments or transfers to
such positions are made and, where necessary, the power
to sign is given, the matter shall be submitted for approval
to the first subsequent meeting of the Board of Directors.
The appointment, transfer, gratification and punishment
of all other officials of the Bank and, where necessary,
the granting of power to sign, shall be carried out by
the General Manager. The General Manager shall also
determine the salaries and other remunerations of such
officials.
All officials of the Bank shall take their orders from the
General Manager.
Votes
At least one share is needed for participating the Ordinary
and Extraordinary General Assembly. Each share provides
one vote to its owner.
Due to the reason that each share must have a minimum
nominal value of 1 New Kurus in accordance with the Law
Nr. 5274 on the amendment of the Turkish Commercial
Code, 20 of the Group (A) shares, each of which previously
had a nominal value of TL 500 were grouped together.
Each Group (A) share with a nominal value of 1 New
Kurus is composed of 20 Group (A) shares and gives its
shareholder 20 voting rights.
Votes may be cast by proxy. The provisions related to
voting by proxy remain reserved.
Shareholders, who intend to participate in the General
Assembly by giving proxy, shall be required to deliver a
power of proxy to the Board of Directors, or to places
designated by the latter, at such time to be determined
by the Board of Directors. In case the shareholder is a
government agency or a company or an institution with
legal personality or a person placed under the care of a
guardian, no powers of proxy as such shall be required
beyond the due verification of authority to represent.
For the purposes of exercising voting rights in a General
Assembly meeting, the provisions of Turkish Commercial
Code, the Capital Markets legislation, the Banking
legislation and the applicable legislation are to be
complied.
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Qualifications
The General Manager must be a Turkish national.
Powers
The conduct of all administrative business of the Bank
shall be entrusted to the General Manager. The transfer,
gratification or punishment of and the amounts of salaries
and remunerations to be paid to the Assistant General
Managers, Managers, Assistant Managers and Sub
Managers, as well as the appointment and dismissal of
authorized signatories at all levels, shall be determined by
the Board of Directors upon the proposal of the General
Manager.
In urgent situations, when appointments or transfers to
such positions are made and, where necessary, the power
to sign is given, the matter shall be submitted for approval
to the first subsequent meeting of the Board of Directors.
The appointment, transfer, gratification and punishment
of all other officials of the Bank shall be carried out by the
General Manager.
All officials of the Bank take their orders from the General
Manager. The provisions of Banking legislation and other
related legislations are reserved.
Votes
At least one share is needed for participating the Ordinary
and Extraordinary General Assembly.
Due to the provision of the Turkish Commercial Code
requiring that voting rights shall be exercised in proportion
to the total nominal value of the shares, each Group (A)
share with a nominal value of 1 Kurus gives its shareholder
1 voting right, each Group (B) share with a nominal value
of 1Kurus gives its shareholder 1 voting right and each
Group (C) share with a nominal value of 4 Kurus gives its
shareholder 4 voting rights.
Votes may be cast by proxy. The provisions related to
voting by proxy remain reserved.
Shareholders, who intend to participate in the General
Assembly by giving proxy, shall be required to deliver a
power of proxy to the Board of Directors, or to places
designated by the latter, at such time to be determined
by the Board of Directors. In case the shareholder is a
government agency or a company or an institution with
legal personality or a person placed under the care of a
guardian, no powers of proxy as such shall be required
beyond the due verification of authority to represent.
For the purposes of exercising voting rights in a General
Assembly meeting, the provisions of Turkish Commercial
Code, the Capital Markets legislation, the Banking
legislation and the applicable legislation are to be
complied.
