İŞBANK ANNUAL REPORT 2014

CORPORATE GOVERNANCE

İŞBANK

ANNUAL REPORT 2014

Risk Committee

Risk Committee is responsible for formulating the risk management strategies and policies İşbank will adhere to both on a consolidated and

unconsolidated basis, presenting them to the İşbank Board of Directors for approval, and monitoring compliance with them. Committee is the

common communication platformwith Bank’s executive divisions in terms of assessing the risk the Bank is exposed, making suggestions about

the precautions to be taken and methods to be followed. The Committee’s principal duties are the following:

Prepare the risk strategies and policies, and present to the Board for approval,

Monitoring the effective usage of outcomes of the internal capital adequacy assessment process in the planning and decision making

processes of the Bank.

Adjudicate by negotiating the issues addressed by Risk Management Division,

Recommend to the Board the level of risk limits for exposures/possible exposures, monitor the breach of limits and recommend to the Board

regarding elimination of those breaches,

Recommend to the Board changes in risk policies if diverse circumstances require,

Monitor risk identification, definition, measurement, assessment, and management processes carried out by Risk Management Division,

Monitor accuracy and reliability concerning the risk measurement methodologies and their results.

Committee Members:

Füsun Tümsavaş: Vice Chairman of Board of Directors and Head of Risk Committee

Adnan Bali: CEO, Head of Credit Committee

Ertuğrul Bozgedik: Deputy Chief Executive

Senar Akkuş: Deputy Chief Executive, Head of Asset & Liability Management Committee

Mahmut Magemizoğlu: Deputy Chief Executive

Gamze Yalçın: Head of Risk Management Division

Risk Committee contributes to the configuration of Group risk policies also through consolidated group meetings. In the activities that the

Risk Committee carries out on a consolidated basis,

İlhami Koç: Deputy Chief Executive

Burhanettin Kantar: Head of Equity Participations Division also attend the meetings.

In the Risk Committee meetings held in 2014, the risk management practices of İşbank and its subsidiaries which are within the scope

of Consolidated Risk Policies were evaluated, risk reports presented to the Committee were examined and decisions regarding the risk

management systems and processes were taken.

Remuneration Committee

As per the resolution of the Board of Directors, dated 29.12.2011, Nr. 38038, Remuneration Committee has been established for the purpose of

executing functions and activities related to monitoring and controlling remuneration policies of the Bank on behalf of Board of Directors. The

Committee has two members; Mr. H. Ersin Özince, the Chairman of the Board, was elected as the Chairman of the Committee and Prof. Dr. Turkay

Berksoy was elected as the member of the Committee.

Provided that it doesn’t exceed six-month periods, the Remuneration Committee convenes at least twice a year and submits to the Board of

Directors the results of the activities that it carries out and its opinions regarding other issues that it deems important.

Within the framework of compliance to Corporate Governance Principles, Remuneration Committee is responsible for monitoring and controlling

policies related to remuneration management on behalf of Board of Directors within the context of compliance to Corporate Governance

Principles; providing that remuneration policies are in compliance with the Bank’s ethical values, internal balances and strategic goals. The

Committee is also responsible for evaluating remuneration policy and practices within the framework of risk management; submitting the

proposals regarding the necessities determined after the evaluations to Board of Directors, as well as fulfilling other responsibilities in

accordance with relevant legislations and tasks assigned by the Board of Directors within this framework.

In 2014, Remuneration Committee held 4 meetings with full participation and adopted 5 resolutions.