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İŞBANK
ANNUAL REPORT
2010
The announcements regarding capital increase, dividend distribution and General Meeting are made to the shareholders and public via public disclosure,
media and İşbank’s website as per the provisions of the Turkish Commercial Code and the Capital Markets Law.
Furthermore, regarding the use of shareholders’ right to obtain information, shareholders and investors are provided with access to the information
specified in article 10 of this report, both in English and Turkish via the İşbank’s website.
İşbank’s website covering the aforementioned information and documents is revised and updated periodically.
İşbank is audited regularly both by independent external auditors as required by the Banking Law, and by 2 other auditors who are appointed at the
General Shareholders’ Meeting within the framework of the Turkish Commercial Code and mentioned in the Articles of Incorporation of İşbank.
On the other hand, the Audit Committee, established as required by the article 24 of the Banking Law, consists of Mr. Caner Çimenbiçer (Chairman) and
Prof. Dr. Savaş Taşkent (Director). As per article 348 of the Turkish Commercial Code, in case of need, the Bank’s General Assembly can elect a special
auditor for the investigation and inspection of specific subjects. As per article 11 of Capital Market Law and article 348 of the Turkish Commercial Code,
shareholders representing at least 5% of the share capital may request a special auditor at the general meeting to be appointed for the investigation of the
subjects envisaged in the related regulations. If this request is rejected at the General Meeting, then shareholders would have the right to apply to the
court against the rejection decision. İşbank’s Articles of Incorporation do not have a separate regulation for the appointment of a special auditor.
4. Information on General Shareholders’ Meeting
Regulations related to the General Shareholders’ Meetings are stated in the Articles of Incorporation, which is publicly disclosed and also available on
İşbank’s website. As per the related regulations, the agenda of Shareholders’ Meetings and other related issues are made publicly available by means of
disclosure on material events, media and internet before the Shareholders’ Meetings. In addition, İşbank’s annual reports prepared for the Shareholders’
Meeting are also presented to the shareholders for their information and examination before the General Shareholders’ Meeting. Besides shareholders,
the representatives of related legal institutions who are entitled to attend General Shareholders’ Meetings as per related regulations, attend the General
Meetings.
İşbank held an Ordinary General Shareholders’ Meeting on 31.03.2010. Announcements, including the agenda of the meeting and sample of proxy
statement, were published on the Trade Registry Gazette, media and website of İşbank within the legal periods. 73.59% of the shareholders were
represented at the aforementioned meeting. Invitations to 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, bank
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 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 Shareholders’ Meetings, all shareholders have the right to express their opinions and ask questions on the subjects of the agenda. Moreover,
proposals regarding the agenda, which are put forward by shareholders at the Shareholders’ Meetings, are submitted to the voting and approval of
shareholders as per the legal procedures.
Real estate related activities of İşbank are regulated by article 63 of the Articles of Incorporation. In addition, the real estate related transactions of the
Banks are regulated as follows according to article nr.57 of the Banking Law: “Banks shall not engage in purchase and sale of real estate or commodities
for commercial purposes, excluding the real estate and commodity contracts under the Capital Markets Law Nr. 2499 or contracts on precious metals
deemed appropriate by the Board; or participate in companies, whose core business is real estate trading, except mortgage and real estate investment
trusts.” According to İşbank’s Articles of Incorporation such transactions are under the authority of Board of Directors within the framework of the
Banking Law. Such decisions taken either by the Board of Directors or by the Bank management with the consent of Board of Directors, are also made
public as disclosures on material events under certain conditions.
Minutes of the Shareholders’ Meetings are published on the Trade Registry Gazette and they are available from the related unit of İşbank and the website.
5. Voting and Minority Rights
There are explanations on the Bank’s capital structure and qualifications of 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 regulation in the Articles of Incorporation regarding
cumulative voting procedures. However, this does not prevent minority shareholders from using their voting rights through the same proxy.
6. Dividend Policy and Dividend Payout Date
İşbank’s dividend distribution principles are explained in detail in the Articles of Incorporation and as such the dividend distribution policy is shared
with the shareholders. İşbank’s dividend payment is made within the legal periods.
Corporate Governance Principles Compliance Report