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CORPORATE GOVERNANCE

İŞBANK

ANNUAL REPORT 2014

75

İşbank’s internal audit, risk management and internal control systems have been established in accordance with the principles and

organization structures as required by domestic regulations in parallel with the best international practices. The units constituting the

internal systems are the Board of Inspectors, Internal Control, Risk Management and Corporate Compliance Divisions. The units constituting

the internal systems work under the Board of Directors. The effectiveness of the activities of the aforementioned units is monitored by the

Audit Committee and the Board of Directors.

Corporate Compliance Division works under the Board of Directors through the Audit Committee on issues regarding the regulation and

compliance and along with prevention of laundering of criminal proceeds and finance of terror. The main aim and scope of the corporate

compliance activities; is to carry out and conduct the activities of the Bank in compliance with the targets, policies, legal legislations and

banking sectors’ international Corporate Governance standards and “Prevention of Laundering of Proceeds of Crime and Financing of

Terrorism” principles. In line with this aim, research, investigation, monitoring, evaluating, informing, directing and reporting activities are

carried out. In addition, the Corporate Compliance Division, which is also responsible for the coordination of duties and activities related

with compliance and compliance risk, has a mutual communication and cooperation with other related Divisions and employees.

5.5. Strategic Goals of the Bank

The vision and objectives of İşbank were approved by the Board of Directors and disclosed to public via the Bank’s website. In this context,

İşbank’s vision is “to be the most preferred bank by customers, shareholders and employees by maintaining the leading, pioneering and

trusted position as a regional financial power” İşbank’s mission, in general, is described as meeting the needs of its customers with fast,

efficient and high standard solutions, increasing the value it created for its shareholders constantly and being a bank that encourages

employees for the maximum performance, and İşbank’s strategy is described as “sustainable and profitable growth based on being

“the bank closest to customers” philosophy in an effort to fulfill its vision and objectives. The Board of Directors regularly monitors and

supervises the performance of the Bank in terms of achieving the strategic goals. The Business Programme that includes the yearly

objectives formed according to the general strategic goals, comes into effect after approval by the Board of Directors. The quarterly

performance of the Bank in comparison with the objectives is reported comprehensively to the Board of Directors.

5.6. Remuneration

İşbank carries out its activities regarding remuneration policies within the framework of the related banking regulations and Capital Market

regulations. İş Bank’s Remuneration Policy is available on the Bank’s corporate website in Investor Relations section (page). This policy

covers all managers and employees.

Monthly remuneration of the Members of the Board of Directors are determined at İşbank General Meeting and announced on annual basis

in Borsa İstanbul.

Benefits paid to key management personnel in 2014 amount to TL 15,857 thousands. Moreover, cost of allowance, travel, accommodation,

representation, as well as opportunities in cash and in kind, insurance and similar guarantees for key management personnel in the same

year amount to TL 2,739 thousands.

On the other hand, restrictions related with the loans to be extended by İşbank to the Board members and employees are defined in article

50 of the Banking Law. In this context, İşbank does not extend loans to its Board members and employees other than those allowed by the

law.

As for the remuneration of the Board of Directors; article 58 of İşbank’s Articles of Incorporation contains the following expression: “After

the legal and extraordinary reserves fund and the first dividend have been allocated from the net profit, 0.25% of the remaining balance is

distributed among the members of the Board of Directors and the Chief Executive Officer equally.”