İŞBANK ANNUAL REPORT 2014

CORPORATE GOVERNANCE

İŞBANK

ANNUAL REPORT 2014

• I am capable of dedicating sufficient time to be able to observe the Bank’s activities and to fulfill the requirements of the duties I

undertake,

• I have not been a member of the Board of Directors of İşbank for more than 6 years in total within the last decade,

• I have not been an independent member of the Board of Directors in more than three of the companies controlled by İşbank or by the

shareholders who control the management of İşbank and in more than five of the publicly traded companies in total,

• I have not been registered and announced on behalf of the juridical person elected as member of the Board of Directors,

• I still have all the qualifications as per the Corporate Governance Principles to be an independent member and I will protect all these

conditions during the duty term in case of being appointed as independent member. I will inform Board of Directors of İşbank and the

Capital Markets Board (simultaneously) about the situation in writing including its reasons in case of losing my independency.

And thus, I am independent.”

No circumstances arose in the reporting period, which abolished the independence of Independent Board members.

Although there is no restriction for the Board members to work elsewhere, some activities of Board members have been defined as

“Forbidden Activities” in article 32 of the Articles of Incorporation of İşbank.

Duties of the Board members in other companies than İşbank Group are presented below.

Board Members

Duties in İşbank Group Companies

(*)

Other Duties

H. Ersin Özince

Chairman of the Board of Directors

of T. Şişe ve Cam Fabrikaları A.Ş.

• Chairman of the Board of Directors of Türkiye İş Bankası A.Ş.

Members’ Supplementary Pension Fund

• Member of the Board of Trustees of TEMA Foundation

• Member of Institut International d’Etudes Bancaires

• Member of the Institute of International Finance

• Member of the Board of Trustees of Bilkent University

Füsun Tümsavaş

• Vice Chairman of the Board of Türkiye İş Bankası A.Ş. Members’

Supplementary Pension Fund

Adnan Bali

• Chairman of the Board of İşbank Russia

(CJSC İşbank)

• Chairman of the Board of İşbank

Germany (İşbank AG)

• Chairman of the Board of Türkiye Sınai

Kalkınma Bankası A.Ş.

• Member of the Board of Türkiye

İş Bankası A.Ş. Batumi/Georgia Branch

• Member of the Banks Association of Turkey

• Member of the Board of Vehbi Koç Foundation

• Member of Darüşşafaka Association and the Board of Trustees

• Member of Turkish Industry and Business Association (TÜSİAD)

• Member of Istanbul Foundation for Culture and Arts (İKSV)

• Member of Turkish Finance Managers Association (Finans Kulüp)

• Member of the Institute of International Finance

• Member of the Board of Trustees of TEMA Foundation

• Global Relations ForumMember

Hasan Koçhan

Mustafa Kıcalıoğlu

Aysel Tacer

Hüseyin Yalçın

Murat Vulkan

Prof. Dr. Turkay Berksoy

• Marmara University Faculty of Economics and Administrative

Sciences, Academic Member and Head of Finance Department

Kemal Meral

Ulaş Moğultay

(*)

Only the branches, subsidiaries and participations of İşbank, the parent company of İşbank Group, have been considered.

Members of the Board of Directors of İş Bank are elected at the General Assembly within the scope of the relevant legislation. As of 2014,

there are 2 female members in our Board of Directors composed of 11 members.