15. Structure and Composition of the Board of Directors
Board Members of İşbank are listed below.
Name, Surname
Position
H. Ersin Özince
Chairman
Füsun Tümsavaş*
Vice Chairman
Adnan Bali
Member of the Board and CEO
Prof. Dr. Savaş Taşkent*
Member of the Board
Hasan Koçhan
Member of the Board
Aynur Dülger Ataklı
Member of the Board
M. Mete Başol
Member of the Board
Mustafa Kıcalıoğlu
Member of the Board
Aysel Tacer
Member of the Board
Hüseyin Yalçın
Independent Member of the Board
Murat Vulkan
Member of the Board
* In line with the related regulations, Audit Committee Members are regarded as Independent Members.
Board of Directors, excluding the chief executive officer, comprises of non-executivemembers.
The election of İşbank Boardmembers is implemented according to article 25 of the Articles of Incorporation and the Banking Law. As per
the Banking Law, the Chief Executive Officer of the Bank and, in his absence, his deputy shall be a natural member of the Board.
Backgrounds and terms of office of the Board of Directors of İşbank alongwith the committees inwhich they take charge are presented in
the annual reports.
Mr. Hüseyin Yalçınwas nominated as Independent Member of the Board and Corporate Governance Committee’s “Evaluation Report of
Independent Member Nominee” dated 27.02.2013was submitted to the Board on the same date.
Independence declaration of Mr. Yalçın is quoted below:
As per the requirements of the legislation, Bank’s articles of incorporation and corporate governance principles of Capital Markets Board,
due tomy nomination as “independent member” to the Board of Directors, I hereby declare to the committee, İşbank shareholders and all
the related parties that;
• Employment, capital or substantial commercial relationship has not been established in the past five years between legal entities with
which İşbank, any related party of İşbank or shareholders holding, directly or indirectly, 10%or more share in İşbank’s capital, is related
with respect tomanagement or capital, andmyself, my spouse andmy relatives by blood or marriage up to second degree,
• I have not worked for or served as amember on the boards of directors of any company undertaking İşbank’s activities or organization
with in the context of contract made partly or as awhole, and particularly of the firms that audit İşbank or provide rating or consultancy
services to İşbank, in the past five years,
• I was not a shareholder, employee or boardmember for any company supplying service or product in substantial quantity to İşbank in the
past five years,
• I amnot a shareholder holdingmore than 1%share in İşbank’s capital and holding privileged shares.
• I possess the vocational education, knowledge and experience necessary to fulfill the duties I will assume in connectionwith being an
independent boardmember,
• I amnot a full-time employee of state institutions and organizations,
• I amconsidered as a resident in Turkey as per the Income Tax Law,
• I have high ethical standards, goodwill and experience necessary to contribute to İşbank’s activities. Maintainingmy objectivity in
conflicts of interest between İşbank’s shareholders and deciding independently by taking into account the rights of stakeholders,
• I amcapable of dedicating sufficient time to be able to observe the Bank’s activities and to fulfill the requirements of the duties I
undertake,
Corporate Governance Principles Compliance Report
Corporate Governance
86
İşbank
Annual Report 2013
