3. Use of Shareholders’ Right to Obtain Information
Information requests of shareholders regarding dividend distribution, capital increase, general meeting, annual report, Bank’s
financial statements and related issues, received by İşbank via mail, telephone, e-mail and other media are evaluated and replied in
the most effective and fastest way by the Investor Relations Division.
The announcements for the shareholders within the scope of capital increase, dividend distribution, General Meeting and the public
disclosure legislation are made on İşbank’s Investor Relations website.
İşbank is audited regularly within the framework of primarily the Banking Law and the related regulations.
On the other hand, the Audit Committee, established as required by the article 24 of the Banking Law, consists of Mrs. Füsun
Tümsavaş (Vice Chairman) and Prof. Dr. Savaş Taşkent (Member of the Board).
Within the framework of the related regulations, a special auditor may be elected by the General Assembly when necessary, for
the investigation of the subjects envisaged in the related regulations. İşbank’s Articles of Incorporation do not have a separate
regulation for the appointment of a special auditor. There has been no request to assign a special auditor during the related period.
4. General Shareholders’ Meetings
Regulations related to the General Shareholders’ Meetings are stated in the Articles of Incorporation and Internal Directive on
Working Principles and Procedures of General Assembly, 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 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 Ordinary General Shareholders’ Meeting was held both physically and electronically on 29.03.2013. Announcements,
including the agenda of the meeting and sample of proxy statement, were published on the Public Disclosure Platform, the Trade
Registry Gazette, Electronic General Meeting System, media and website of İşbank within the legal periods. 85% of the shareholders
were represented at the Ordinary General Shareholders’ 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, 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, are concluded as per the legal
procedures. Questions of shareholders were replied during the meeting in 2013. No proposal regarding the agenda has been put
forward.
In İşbank, the donations were made within the framework of related legislation. The Bank presented information to shareholders
regarding the donations made in the period within the framework of the agenda of the 2013 annual meeting.
Minutes of the Shareholders’ Meetings are published on the Trade Registry Gazette. The aforementioned minutes can be obtained
from the related unit of İşbank and they are available on the Bank’s corporate website. The actions required with respect to the
decisions made at Ordinary General Shareholders’ Meeting in 2013 were performed.
Mr. Adnan Bali, Member of the Board of Directors and Chief Executive Officer of İşbank, has a duty as the Chairman of the Board of
Türkiye Sınai ve Kalkınma Bankası A.Ş. (TSKB), one of the Bank’s subsidiaries, within the framework of the consent of The General
Assembly dated 29.03.2013 regarding the prohibition to trade with and compete against the company based on related regulations
of Turkish Commercial Code.
Corporate Governance
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İşbank
Annual Report 2013
