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Corporate Governance
Inquiries related to the Bank are replied by Investor Relations Division. The announcements for the shareholders are made on İşbank’s
Investor Relations website within the scope of capital increase, dividend distribution, General Meeting and the public disclosure legislation.
İşbank is audited regularly within the framework of primarily the Banking Law and the related legislation.
On the other hand, the Audit Committee, established as required by the Article 24 of the Banking Law, consists of Ms. Füsun Tümsavaş
(Vice Chairman) and Prof. Dr. Turkay Berksoy (Member of the Board).
Within the framework of the related regulations, a special auditor may be elected by the General Assembly when necessary, for the
investigation of the subjects envisaged in the related regulations. İşbank’s Articles of Incorporation do not have a separate regulation for
the appointment of a special auditor. There has been no request to assign a special auditor during the related period.
2.3. General Shareholders’ Meetings
Regulations related to the General Shareholders’ Meetings is stated in the Articles of Incorporation and Internal Directive on Working
Principles and Procedures of General Assembly, which is publicly disclosed and also available on İşbank’s website. As per the related
regulations, the agenda of General Shareholders’ Meeting and other related issues are made publicly available by means of disclosure
on material events and internet before the General Shareholders’ Meeting. In addition, İşbank’s annual reports prepared for the General
Shareholders’ Meeting is also presented to the shareholders for their information and examination before the General Shareholders’
Meeting is held. Besides shareholders, the representatives of related legal institutions who are entitled to attend General Shareholders’
Meetings as per related regulations, might attend the General Meetings.
İşbank Ordinary General Shareholders’ Meeting was held both physically and electronically on 31.03.2015. Physical meeting was held at
the Auditorium Building located in Headquarters. Announcements, including the agenda of the meeting and sample of proxy statement,
were published on the Public Disclosure Platform, the Trade Registry Gazette, Electronic General Shareholders’ Meeting System, media
and website of İşbank within the legal periods. 86% of the shareholders were represented at the Ordinary General Shareholders’ Meeting.
Invitations to General Shareholders’ Meetings are made within the framework of Capital Market Law and the Turkish Commercial Code
as well as the Articles of Incorporation of İşbank. Balance sheet, financial statement footnotes, independent auditors’ report, dividend
distribution proposal of the Board of Directors and similar detailed information in the annual reports are made available at branches of
İşbank to the shareholders before the General Shareholders’ Meetings within the legal time period required by related regulations. Upon
request, annual reports are provided to the shareholders before the General Shareholders’ Meetings.
At İşbank’s General Meetings, all shareholders have the right to express their opinions and ask questions on the subjects of the agenda.
Proposals regarding the agenda, which are put forward by shareholders, are concluded as per the legal procedures. The questions asked by
the shareholders at the General Shareholders’ Meeting held in 2015, were answered during General Meeting. These questions and answers
are available on our Bank’s website. No proposal regarding agenda has been put forward.
In İşbank, the donations were made within the framework of related legislation. The Bank presented information to shareholders regarding
the donations made in the period within the framework of the agenda of the 2015 General Shareholders’ Meeting.
Minutes of the General Shareholders’ Meetings is published on the Trade Registry Gazette. The aforementioned minutes can be obtained
from the related unit of İşbank and they are available on the Bank’s corporate website. The actions required with respect to the decisions
made at Ordinary General Shareholders’ Meeting of 2015 were performed.
Mr. Adnan Bali, Member of the Board of Directors and Chief Executive Officer of İşbank, has a duty as the Chairman of the Board of Türkiye
Sınai ve Kalkınma Bankası A.Ş. (TSKB), one of the Bank’s subsidiaries, within the framework of the consent of the General Assembly dated
31.03.2015 regarding the prohibition to trade with and compete against the company based on related regulations of Turkish Commercial
Code.
2.4. Voting and Minority Rights
There are explanations on the Bank’s capital structure, qualifications of shares and the rights on shares both in the Articles of Incorporation
and annual report and these explanations are submitted to the shareholders for their information.
Currently İşbank does not have any Board member elected by the minority shareholders. There is no prohibition for exercising voting rights
of the minority shareholders in the election of Board Members. Regarding the minority rights, there are no special provisions in the Articles
of Association of İşbank.
İşbank Group companies do not hold any share in İşbank.
