84
İŞBANK
ANNUAL REPORT
2010
Corporate Governance Principles Compliance Report
In order to secure the confidentiality of material events until they are publicly disclosed, the Bank’s employees with access to inside information
are informed on their responsibilities arising from the related regulation. In the agreements made with the entities and firms which have access to
inside information due to providing a certain service for the Bank, a confidentiality article is added, when necessary. On the other hand, in accordance
with the Banking Law Nr. 5411 and the related regulations, İşbank strictly complies with its legal obligation in terms of keeping the Bank’s and its
customers’ secrets and not disclosing to any authorities other than those which have been expressly authorized by law. This obligation is valid also for
the support service contractors and their employees as well as the Bank’s employees.
• In cases such as changes in the Articles of Incorporation, general meetings and capital increases, necessary announcements are made via Trade Registry
Gazette and Dailies.
• Before each annual general meeting, an annual report, including the necessary information and disclosures, is prepared both in Turkish and in English in
accordance with the regulations of the BRSA, and presented to the shareholders for their information and it is also published on İşbank’s website (www.isbank.
com.tr). Hard copies of the annual reports can be obtained from the Investor Relations Division of the Bank, upon request.
• When necessary, press releases are made through written and visual media. Press releases to the written and visual media can be made by the Chairman of the
Board, Chief Executive Officer or Deputy Chief Executive, or by the ones authorized by the said persons.
News on İşbank which take place in local media are followed by a professional media monitoring agency. Within this framework, in case there is a
need to make a disclosure within the scope of the regulations related to material disclosures, an announcement is made after the completion of the
necessary inquiry through related divisions.
When a disclosure is made related to news and rumors that take place in media, but which do not create any obligation for the Bank to make a material
disclosure as per the related regulations, the method and the content of the disclosure is determined by considering the factors like the quality of the
news, the extent of the audience reached by the media and whether the news detracts the Bank’s reputation or not. When a disclosure is made upon
such news and rumors, if the content of the disclosure includes anything which requires a public disclosure, a material disclosure is also made in
accordance with the related regulations regarding the subject matter. If the published news is a violation of article 74 of the Banking Law, related to
the protection of reputation, the Bank has the right to make an attempt to take necessary legal actions.
• Occasionally, shareholders and related parties are informed through conference calls. These conference calls are coordinated by the Investor Relations
Division.
• Shareholders and other related parties are kept informed through investor meetings and road shows in Turkey and abroad. These meetings are
conducted by the Investor Relations Division and the Chief Executive Officer, managers in charge financial management and reporting and the
managers of the Investor Relations Division participate in these meetings and road-shows, depending on their availability. If necessary, participation
can be extended.
In order to allow all market participants to get information simultaneously and equally, the information and presentation meetings held with investors,
presentations and reports announced at press conferences are made available on the Investor Relations pages of the Bank’s official website.
• By e-mail, the Investor Relations Division sends regularly and periodically the financial statements and related disclosures to the shareholders,
creditors, rating institutions and analysts that prepare reports about İşbank.
• Detailed information on İşbank is available on the Investor Relations pages of the corporate website both in Turkish and in English in line with the
corporate governance principles. The said pages are monitored and updated by the Investor Relations Division. All kinds of inquiries sent by the
shareholders and related parties via e-mail, letter or telephone are responded to in coordination with the Investor Relations Division within the shortest
time possible.
Other Disclosures
Public disclosures other than the ones mentioned above are made within the boundaries determined by the framework of the Bank’s authorized
signatures.
Specifying the Persons Discharging Management Responsibility
The criteria of specifying the persons discharging management responsibility are the administrative functions of the persons in the Bank’s organization
and the content of the information accessed. Within this context, apart from the Board Members, Chief Executive Officer and Deputy Chief Executives,
some division managers who have access to holistic information on the Bank and who are authorized to make administrative decisions that may
significantly affect factors like asset-liability structure, profit-loss, cash flow, strategic targets, are also specified as persons discharging management
responsibility.