2010 Annual Report
Committees
Audit Committee
Serdar Tunçbilek and Halim Kanatcı were elected to the Audit Committee that was established to assist VakıfBank Board of Directors in executing its auditing and oversight functions.
The Audit Committee has assumed the following duties and functions:
• Monitoring the effectiveness and adequacy of the internal control systems of the Bank; functioning of these systems as well as the accounting and reporting systems in accordance with laws and related regulations; and the integrity of the information generated by these systems on behalf of the Board of Directors,
• Performing the preliminary assessments required for the selection of the independent audit firms by the Board of Directors,
• Monitoring the activities of the independent audit firms selected by the Board of Directors on a regular basis,
• Ensuring the consolidated functioning and coordination of the internal audit functions of the institutions subject to consolidated audit,
• Preparing reports on the functioning of internal audit, internal control and risk management system for the annual report.
Credit Committee
VakıfBank’s Credit Committee consists of two full members and two alternate members. The full members are Ahmet Candan and Ramazan Gündüz; alternate members are Hasan Sezer and Dr. Adnan Ertem.
The functions of the Credit Committee are as follows:
• Performing the tasks stipulated in the Banking Law in accordance with the principles set by the Board of Directors,
• Soliciting the written recommendation of the Head Office in lending decisions, and providing the financial analysis and news and intelligence reports about those applying for loans with respect to recommendations for loans that require the procurement of account status document,
• Providing any sort of information that may be requested by any of the members of the Board of Directors about the Committee’s activities and cooperating in the performance of any checks and controls since the Committee’s activities are audited by the Board of Directors,
• Recording the Committee’s decisions on a daily basis and obtaining signatures of the Committee members.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee is responsible for overseeing the Bank’s compliance with the corporate governance principles. The Committee consists of two members of the Board of Directors, İsmail Alptekin and Selahattin Toraman.
The functions and duties assumed by the Committee are as follows:
• Monitoring the degree of compliance with the corporate governance principles within the Bank and determining the reasons in case of noncompliance as well as determining the negative impacts resulting from incomplete adherence to these principles and recommending corrective actions to be taken in respect thereof,
• Formulating methods that will provide transparency in the identification of the candidates for the Board of Directors to be recommended to the Board of Directors,
• Undertaking research and developing recommendations about the number of executives in the senior management positions,
• Formulating recommendations and monitoring the implementations regarding principles and practices for performance evaluation and compensation of the members of the Board of Directors and the executives,
• Providing recommendations to the Board of Directors regarding the persons to be appointed to the Bank’s senior management positions consisting of Executive Vice Presidents and equivalents,
• Investigating the independence of the members of the Board of Directors and uncovering any conflicts of interest,
• Providing assessments and recommendations regarding the structure and operating principles of the committees reporting to the Board of Directors,
• Preparing the Corporate Governance Principles Compliance Report for the annual report,
• Providing detailed information about the activities of the Corporate Governance and Nominating Committee within the scope of the Board of Directors’ Annual Report.
Asset-Liability Management Committee
Established to evaluate the impacts of opportunities and risks arising from developments in the markets on the balance sheet and to make the tactical decisions, the Committee is chaired by the CEO and consists of Executive Vice Presidents responsible for Treasury, Banking-Marketing, Planning and Loans as well as the Chief Economist and the Head of Risk Management.
Committee Meeting Times and Attendance in Meetings
Board of Directors: It generally convenes every 15 days and more frequently in case of emergencies. The Board of Directors convened for a total of 48 meetings and passed 1,780 resolutions in 2010.
Audit Committee: The Audit Committee generally convenes once a month. The Audit Committee convened for 23 meetings and passed 23 resolutions in 2010.
Credit Committee: It generally convenes every 15 days and holds extraordinary meetings in case of emergencies. The meeting time is determined by the CEO based on the number of agenda items received by the meeting secretariat and their emergency status. The Committee convened for 55 meetings and passed 233 resolutions in 2010.
Asset-Liability Management Committee: Convening weekly, the Committee had 50 meetings in 2010.
Corporate Governance and Nominating Committee: It convenes at the dates specified by the Committee Chairman at least twice a year, generally every three months but not to exceed six months between meetings. The Committee convened for 6 meetings and passed 6 resolutions in 2010.
