74 İşbank
Annual Report 2015
SECTION V – BOARD OF DIRECTORS
5.1. Structure and Composition of the Board of Directors
Board Members of İşbank are listed below.
Name, Surname
Position
H. Ersin Özince
Chairman
Füsun Tümsavaş*
Vice Chairman
Adnan Bali
Member of the Board and CEO
Hasan Koçhan
Member of the Board
Mustafa Kıcalıoğlu
Member of the Board
Aysel Tacer
Member of the Board
Hüseyin Yalçın
Independent Member of the Board
Murat Vulkan
Member of the Board
Prof. Dr. Turkay Berksoy
Independent Member of the Board
Kemal Meral
Member of the Board
Ulaş Moğultay
Member of the Board
* In line with the related regulations, Audit Committee Members are regarded as Independent Members.
Board of Directors, excluding the chief executive officer, comprises of non-executive members.
The election of İşbank Board members is implemented according to article 25 of the Articles of Incorporation and the Banking Law. As per
the Banking Law, the Chief Executive Officer of the Bank and, in his absence, his deputy shall be a natural member of the Board.
Backgrounds and terms of office of the Board of Directors of İşbank along with the committees in which they take charge are presented in
the annual reports.
To the Corporate Governance Committee that performs the tasks of the Nomination Committee, Prof. Dr. Turkay Berksoy was nominated as
Independent Member of the Board, and Corporate Governance Committee’s “Evaluation Report of Independent Member Nominee” dated
22.01.2015 was submitted to the Board on the same date. Prof. Dr. Berksoy was elected as an Independent Member of the Board at the
Ordinary General Shareholders’ Meeting held in 2015.
Independence declarations of Prof. Dr. Berksoy and Mr. Hüseyin Yalçın, who was elected as an Independent Member of the Board at the
2014 Ordinary General Shareholders’ Meeting, are quoted below:
“As per the requirements of the legislation, Corporate Governance Principles of Capital Markets Board and the Articles of Incorporation of
İşbank, due to my nomination as an “independent member” to the Board of Directors of İşbank, I hereby declare to the committee, İşbank
shareholders and all the related parties that;
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Within the last five years, no executive employment relation that would give important duties and responsibilities has been established
between myself, my spouse, my second degree relatives by blood or by marriage and (i) İşbank and (ii) the subsidiaries of İşbank, and (iii)
shareholders who control the management of İşbank or who have significant influence in İşbank and juridical persons controlled by these
shareholders; and that I neither possess more than 5% of any and all capital or voting rights or privileged shares nor have significant
commercial relations,
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Within the last five years, I have not worked as an executive manager who would have important duties and responsibilities or have not
been a member of the Board of Directors or been a shareholder (more than 5%) particularly in the companies that provide auditing,
rating and consulting services for the Bank (including tax audit, legal audit, internal audit), and in the companies that the Bank purchase
products and services from or sells products and services to within the framework of the agreements signed (during the timeframe of
selling/purchasing of the products and services,
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I possess the vocational education, knowledge and experience necessary to fulfill the duties I will assume in connection with being an
independent board member,
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I am not working fulltime in public institutions and organizations,
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I am considered as a resident in Turkey according to the Income Tax Law (n.193) dated 31/12/1960,
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I have high ethical standards, goodwill and experience necessary to contribute to İşbank’s activities. Maintaining my objectivity in conflicts
Corporate Governance Principles Compliance Report
