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Corporate Governance
of interest between İşbank and its shareholders and deciding independently by taking into account the rights of stakeholders,
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I am capable of dedicating sufficient time to be able to observe the Bank’s activities and to fulfill the requirements of the duties I
undertake,
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I have not been a member of the Board of Directors of İşbank for more than 6 years in total within the last decade,
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I have not been an independent member of the Board of Directors in more than three of the companies controlled by İşbank or by the
shareholders who control the management of İşbank and in more than five of the publicly traded companies in total,
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I have not been registered and announced on behalf of the juridical person elected as member of the Board of Directors,
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I still have all the qualifications as per the Corporate Governance Principles to be an independent member and I will protect all these
conditions during the duty term in case of being appointed as independent member. I will inform Board of Directors of İşbank and the
Capital Markets Board (simultaneously) about the situation in writing including its reasons in case of losing my independency.
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And thus, I am independent.”
No circumstances arose in the reporting period, which abolished the independence of Independent Board members.
Although there is no restriction for the Board members to work elsewhere, some activities of Board members have been defined as
“Forbidden Activities” in article 32 of the Articles of Incorporation of İşbank.
Duties of the Members of the Board of Directors within İşbank Group (İşbank branches, subsidiaries and participations), and the duties they
undertake outside the Group, are stated in their résumés. The résumés of the Members of our Board of Directors are available in the annual
report and the corporate website of our Bank.
Members of the Board of Directors of İş Bank are elected at the General Assembly within the scope of the relevant legislation. As of 2015,
there are 2 female members in our Board of Directors which is composed of 11 members.
5.2. Fundamentals of the Functions of the Board of Directors
The Board meetings are, as per the Articles of Incorporation, held at least once a month, yet interimmeetings might be held in case of need.
Meetings are held with physical attendance of the members. Meeting agendas are prepared in accordance with the proposals of Bank’s
units. Moreover, various reports requested by the Board of Directors from the Bank management and off the agenda topics put forward by
the Board members are discussed during the meetings. Meeting date, agenda and related documents are delivered to the Board members
before the meetings according to the principles determined by the Board.
All the discussions during the Board meetings are recorded in the minutes of the Board meetings. As per article 28 of the Articles of
Incorporation, the minutes of the Board meetings were recorded to the Board Record Book, but within the framework of the change in
regulations, starting from 11 June 2008 separate record books are being kept for the Board Resolutions and the minutes of the Board
meetings. When there is a dissenting opinion on an item at the Board meetings, the related dissenting vote is recorded to the Board Record
Book. Each Board member has one vote and the Board members do not have any weighted voting rights and/or veto rights.
14 Board meetings were held in 2015. Full participation is generally achieved at the meetings and all the decisions are made in accordance
with resolution quorummentioned in Articles of Incorporation. In 2015, all meetings were held by full participation. 665 resolutions were
made both during the meetings and by examining files.
There is no insurance policy regarding the tasks of the Members of the Board of Directors.
5.3. Number, Structure and Independency of the Committees Established within the Board
The administrative and organizational structuring required by the Banking Law Nr. 5411 and related legislation, exists in İşbank. A member
of the Board can be appointed to more than one committee within the framework of the related regulation. Whenever it is necessary
committees present information about their tasks and meeting results to the Board of Directors.
As per the resolution of the Board of Directors dated 27.02.2013, Nr. 38923, the Corporate Governance Committee was established. The
Committee is chaired by Ms. Füsun Tümsavaş who is also the Vice Chairman of the Board. The other members of the Committee are Prof. Dr.
Turkay Berksoy and Investor Relations Department Manager Mr. Süleyman H. Özcan.
In 2015, Corporate Governance Committee held 5 meetings and adopted 1 resolutions.
The information about İşbank’s other committees, that are established within the framework of the Banking regulation and other related
regulations, is given under the caption of “İşbank Committees” in the Annual Report.
