Financial Information and Risk Management
308
İş Bankası
Annual Report 2013
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12
Transfer of Share Certificates
Transfer of registered shares shall become effective
according to the relevant legislation.
However this transfer becomes effective vis-à-vis the
Bank only upon registration in the book of shareholders.
In accordance with the related provisions of the Turkish
Commercial Code, the Board of Directors may decline to
register even without assigning any reason therefore.
Share Transfer
Registered shares shall be transferred according to the
legislation.
Share transfer: The share transfer is allowed on the
condition that the relevant articles of Turkish Commercial
Code, the Capital Markets legislation, the Banking Act and
the relevant legislation as well as the provisions hereof
remain reserved.
23
Management Organs
The management organs of the Bank shall consist of the
“Board of Directors” and if there exist, of “Credit Committee”
and the “General Manager”.
Management Bodies
The Bank’s management body is the Board of Directors.
24
Eligibility for Membership to the Board of Directors and for
Appointment as the General Manager, Assistant General
Manager, officers Authorized to Sign in the First Degree,
and as Auditors
To qualify for membership to the Board of Directors, a
person is required to be a shareholder, to have full legal
capacity to exercise all civil rights and share certificate shall
be deposited to the Central Bank of the Republic of Turkey
in accordance with the amount and manner as indicated in
relevant laws.
Persons who are prohibited with relevant laws may not
become members to the Board of Directors, General
Manager, Assistant General Manager, Officers authorized to
sign in the first degree and Auditors.
Eligibility for Membership to the Board of Directors and for
appointment as the General Manager, Assistant General
Manager and Officers Authorized to Sign in the First
Degree
To qualify for membership to the Board of Directors, a
person is required to have full legal capacity to exercise all
civil rights and to meet such qualifications defined in the
applicable legislation.
Persons who are prohibited with relevant laws may not
become members to the Board of Directors, General
Manager, Assistant General Manager and Officers
authorized to sign in the first degree.
32
Prohibited Transactions
a) Members of the Board of Directors may not take part
in deliberations concerning matters in which they are
personally interested.
b) Unless they have procured permission from the General
Assembly, members of the Board of Directors may not
enter into any commercial dealings with the Bank, directly
or indirectly, either in their own names or in the name of
others.
c) The Chairman and members of the Board of Directors and
of the Credit Committee may not take part in deliberations
regarding applications for loans, guarantee or surety made
by their relatives of the degree of closeness specified by
paragraph 3 of Article 245 of the Code of Civil Procedure,
nor may they cast their votes on such matters.
d) The Board of Directors may neither purchase any of the
share certificates of the Corporation on behalf of the Bank,
nor extend loans and advances on the security thereof,
Exemptions provided under Article 329 of the Turkish
Commercial Code are reserved.
Prohibited Transactions
a) Members of the Board of Directors may not take part
in deliberations concerning matters in which they are
personally interested.
b) Unless they have procured permission from the General
Assembly, members of the Board of Directors may not enter
into any commercial transactions with the Bank, directly
or indirectly, either in their own names or in the name of
others.
c) The Chairman and members of the Board of Directors may
not take part in discussions in circumstances banned in the
Banking Act and in circumstances set out in Article 393 of
Turkish Commercial Code (Law Nr. 6102) and they may not
cast vote on these matters.
40
Election of Auditors
Two Auditors shall each year be elected by the General
Assembly, to be entrusted with the duties of auditing,
in accordance with the provisions of these Articles of
Incorporation, of the Turkish Commercial Code and of
the Banking Act. Auditors shall be eligible for re-election.
Auditors who have gone bankrupt or have become insolvent
shall be deemed to have resigned.
The Bank’s Audit and Election of Auditors
The Bank’s audit and the election of auditors is subject to
the provisions of the applicable legislation.
Amendments in the Articles of Incorporation in 2013
(*)
