16. Fundamentals of the Functions of the Board of Directors
The Board meetings are, as per the Articles of Incorporation, held at least once a month, yet interimmeetings might be held in case
of need. Meeting agendas are prepared in accordance with the proposals of Bank’s units. Moreover, various reports requested by the
Board of Directors from the Bank management and off the agenda topics put forward by the Board members are discussed during
the meetings. Meeting date, agenda and related documents are delivered to the Board members before the meetings according to
the principles determined by the Board.
All the discussions during the Board meetings are recorded in the minutes of the Board meetings. As per article 28 of the Articles of
Incorporation, the minutes of the Board meetings were recorded to the Board Record Book, but within the framework of the change
in regulations, starting from 11 June 2008 separate record books are being kept for the Board Resolutions and the minutes of the
Board meetings. When there is a dissenting opinion on an item at the Board meetings, the related dissenting vote is recorded to the
Board Record Book. Each Board member has one vote and the Board members do not have any weighted voting rights and/or veto
rights.
14 Board meetings were held in 2013. Full participation is generally achieved at the meetings and all the decisions are made in
accordance with resolution quorummentioned in Articles of Incorporation. In 2013, 13 meetings were held by full participation. 563
pages of meeting minutes were taken for the Board meetings in 2013. 819 resolutions were made both during the meetings and by
examining files.
17. Number, Structure and Independency of the Committees Established within the Board
The administrative and organizational structuring required by the Banking Law Nr. 5411 and related legislation, exists in İşbank. A
member of the Board can be appointed to more than one committee within the framework of the related regulation.
As per the resolution of the Board of Directors dated 27.02.2013, Nr. 38923, the Corporate Governance Committee was established
in order to
• monitor the company’s compliance with the corporate governance principles,
• perform improvement studies and offer any other suggestions to the Board and Committee with regard to the Corporate
Governance Practices,
• fulfill the tasks that are set forth by the related legislation of Corporate Governance Committee and Nomination Committee.
The Committee is chaired by Ms. Füsun Tümsavaş who is also the Vice Chairman of the Board. The other member of the Committee is
Prof. Dr. Savaş Taşkent, who is also a member of the Board.
In 2013, Corporate Governance Committee held 5 meetings with full participation and adopted 1 resolution.
The information about İşbank’s other committees, that are established within the framework of the Banking regulation and other
related regulations, is given under the caption of “İşbank Committees” in the Annual Report.
Corporate Governance Principles Compliance Report
Corporate Governance
88
İşbank
Annual Report 2013
