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CORPORATE GOVERNANCE
İŞBANK
ANNUAL REPORT 2014
69
2.2. Use of Shareholders’ Rights 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 channels are evaluated and replied in fastest and
the most effective way by the Investor Relations Division.
Inquiries related to the Bank are replied by Investor Relations Division. The announcements for the shareholders are made on İşbank’s
Investor Relations website within the scope of capital increase, dividend distribution, General Meeting and the public disclosure legislation.
İşbank is audited regularly within the framework of primarily the Banking Law and the related legislation.
On the other hand, the Audit Committee, established as required by the Article 24 of the Banking Law, consists of Ms. Füsun Tümsavaş
(Vice Chairman) and Prof. Dr. Turkay Berksoy (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.
2.3. General Shareholders’ Meetings
Regulations related to the General Shareholders’ Meetings is 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 General Shareholders’ Meeting and other related issues are made publicly available by means of disclosure
on material events and internet before the General Shareholders’ Meeting. In addition, İşbank’s annual reports prepared for the General
Shareholders’ Meeting is also presented to the shareholders for their information and examination before the General Shareholders’
Meeting is held. Besides shareholders, the representatives of related legal institutions who are entitled to attend General Shareholders’
Meetings as per related regulations, might attend the General Meetings.
İşbank Ordinary General Shareholders’ Meeting was held both physically and electronically on 28.03.2014. Physical meeting was held at
the Auditorium Building located in Headquarters. 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 Shareholders’ Meeting System, media
and website of İşbank within the legal periods. 83% of the shareholders were represented at the Ordinary General Shareholders’ Meeting.
Invitations to General 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 General 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 General Meetings, all shareholders have the right to express their opinions and ask questions on the subjects of the agenda.
Proposals regarding the agenda, which are put forward by shareholders, are concluded as per the legal procedures. There was not any
question asked by shareholders during the meeting held in 2014. No proposal regarding the agenda has been put forward.
At the General Shareholders’ Meeting held in 2014, information was presented about the résumés of the newmembers nominated for the
Board of Directors.
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 2014 General Shareholders’ Meeting.
Minutes of the General Shareholders’ Meetings is 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 of 2014 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
28.03.2014 regarding the prohibition to trade with and compete against the company based on related regulations of Turkish Commercial
Code.