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İŞBANK
ANNUAL REPORT 2014
74
5.2. 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.
Meetings are held with physical attendance of the members. 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 2014. Full participation is generally achieved at the meetings and all the decisions are made in accordance
with resolution quorummentioned in Articles of Incorporation. In 2014, all meetings were held by full participation. 669 resolutions were
made both during the meetings and by examining files.
There is no insurance policy regarding the tasks of the Members of the Board of Directors.
5.3. 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. Whenever it is necessary
committees present information about their tasks and meeting results to the Board of Directors.
As per the resolution of the Board of Directors dated 27.02.2013, Nr. 38923, the Corporate Governance Committee was established. The
Committee is chaired by Ms. Füsun Tümsavaş who is also the Vice Chairman of the Board. The other members of the Committee are Prof. Dr.
Turkay Berksoy and Investor Relations Department Manager Mr. Süleyman H. Özcan.
In 2014, Corporate Governance Committee held 5 meetings and adopted 3 resolutions.
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.
5.4. Risk Management and Internal Control
As per article 29 of the Banking Law, banks are obliged to establish and operate adequate and efficient internal control, risk management
and internal audit systems that are in harmony with the scope and structure of their activities, that can respond to changing conditions
and that cover all their branches and participations subject to consolidation in order to monitor and control the risks that they encounter.
Internal controlling activities carried out by the Bank’s employees with the awareness of responsibility, are controlled and monitored by the
Internal Control Division and the internal control personnel who report to the Board of Directors. Risk Management activities are performed
by the Risk Management Division and personnel who report to the Board of Directors. Furthermore, banks have to establish internal audit
systems that involve all their units, branches and participations subject to consolidation. In this context, bank inspectors investigate the
compliance of the banking activities to the legislation, articles of association, internal regulations and banking principles.
CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT