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Corporate Governance
Corporate Governance Committee
As per the resolution of the Board of Directors dated 27.02.2013, Nr. 38923, the Corporate Governance Committee was established in order
to monitor the Bank’s compliance with the corporate governance principles, perform studies for improvement in corporate governance
practices and make suggestions to the Board and fulfill the projected tasks of Corporate Governance Committee and Nomination Committee
to be in accordance with the related legislation. The Corporate Governance Committee is composed of one chairman and two members.
With the decision n.39812, dated 31.03.2014; Board of Directors’ Deputy Chairman Ms. Füsun Tümsavaş was elected as the Chairman of the
Committee, and the Board of Directors’ Member Prof. Dr. Turkay Berksoy and the Investor Relations Department Manager Mr. Süleyman H.
Özcan were elected as Committee Members.
As of 2015 year-end, the Corporate Governance Committee convened 5 times and took 1 decision.
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. Committee
is the common communication platformwith Bank’s executive divisions in terms of assessing the risk the Bank is exposed, making
suggestions about the precautions to be taken and methods to be followed. The Committee’s principal duties are the following:
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Prepare the risk strategies and policies, and present to the Board for approval.
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Monitoring the effective usage of outcomes of the internal capital adequacy assessment process in the planning and decision making
processes of the Bank.
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Adjudicate by negotiating the issues addressed by Risk Management Division.
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Recommend to the Board the level of risk limits for exposures/possible exposures, monitor the breach of limits and recommend to the
Board regarding elimination of those breaches.
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Recommend to the Board changes in risk policies if diverse circumstances require.
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Monitor risk identification, definition, measurement, assessment, and management processes carried out by Risk Management Division.
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Monitor accuracy and reliability concerning the risk measurement methodologies and their results.
Committee Members:
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Füsun Tümsavaş: Vice Chairman of Board of Directors and Head of Risk Committee
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Adnan Bali: CEO, Head of Credit Committee
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Ertuğrul Bozgedik: Deputy Chief Executive
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Senar Akkuş: Deputy Chief Executive, Head of Asset & Liability Management Committee
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Mahmut Magemizoğlu: Deputy Chief Executive
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Gamze Yalçın: Head of Risk Management Division
Risk Committee contributes to the configuration of Group risk policies also through consolidated group meetings. In the activities that the
Risk Committee carries out on a consolidated basis,
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İlhami Koç, Deputy Chief Executive
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Hansu Uçar, Head of Equity Participations Division
also attend the meetings.
In the 14 Risk Committee meetings held in 2015; the risk management practices of İşbank and its subsidiaries which are within the scope
of Consolidated Risk Policies were evaluated, risk reports presented to the Committee were examined and 17 decisions regarding the risk
management systems and processes were taken.
Remuneration Committee
As per the resolution of the Board of Directors, dated 29.12.2011, 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. Turkay Berksoy was elected as the member of the Committee dated 31.03.2014 and nr. 39813.
Provided that it doesn’t exceed six-month periods, the Remuneration Committee convenes at least twice a year and submits to the Board of
Directors the results of the activities that it carries out and its opinions regarding other issues that it deems important.
Within the framework of compliance to Corporate Governance Principles, 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 policies are in compliance with the Bank’s ethical values, internal balances and strategic
goals. The Committee is also responsible for evaluating remuneration policy and practices within the framework of risk management;
submitting the proposals regarding the necessities determined after the evaluations to Board of Directors, as well as fulfilling other
responsibilities in accordance with relevant legislations and tasks assigned by the Board of Directors within this framework.
In 2015, Remuneration Committee held 2 meetings with full participation and adopted 2 resolutions.
