CREDIT COMMITTEE
VakıfBank Credit Committee is comprised of two permanent members and two substitute members, in addition to General Manager. Permanent members are Mustafa Saydam and Şahin Uğur. Dr. Adnan Erdem and Dr. Cemil Ragıp Ertem are substitute members.
The functions of the Credit Committee are as follows:
AUDIT COMMITTEE
Abdülkadir Aksu and Sadık Yakut were elected to the Audit Committee that was established to assist VakıfBank’s Board of Directors in carrying out its auditing and oversight responsibilities.
The Audit Committee has assumed the following duties and functions:
CORPORATE GOVERNANCE COMMITTEE
The Corporate Governance Committee of VakıfBank is composed of Board Members Abdülkadir Aksu, Dr. Adnan Ertem, Sadık Yakut, Ali Tahan, Head of International Banking and Investor Relations, and Korhan Turgut, Head of General Accounting and Financial Affairs. The Corporate Governance Committee is responsible for overseeing the Bank’s compliance with the Corporate Governance Principles.
The Corporate Governance Committee is in charge of performing the following tasks:
REMUNERATION COMMITTEE
VakıfBank’s Remuneration Committee was established upon the Board decision numbered 82893 dated January 26, 2012, pursuant to Principle 6 of the Corporate Governance Principles as amended by the “Regulation Amending the Regulation on Corporate Governance Principles of Banks” promulgated in the Official Gazette numbered 27959 dated June 9, 2011. Şahin Uğur and Dr. Adnan Ertem are the Members of the Committee.
The Remuneration Committee:
ASSET & LIABILITY MANAGEMENT COMMITTEE
The Asset & Liability Management Committee convenes on a weekly basis to evaluate economic and market developments and to discuss the possible impacts of these developments on the Bank’s balance sheet. In this context, actions are taken to preserve the quality of the asset and steer the development of the balance sheet in line with the growth strategies planned by the Bank in a way of managing the funding cost and structural risks on foreign exchange, interest rate, liquidity and credit risks at the optimal level within the thresholds set by applicable law. In order to maintain effective liquidity and funding management, the Committee monitors borrowings and credit extensions that bring short-term cash inflows and outflows and evaluates measures and actions that will inform on liquidity/fund-raising and extensions in accordance with the Bank’s primary objectives and strategies.
The Committee is also in charge of evaluating alignment of the tasks performed by respective departments with the growth strategies embraced by the Bank; monitoring and analyzing profitability and net interest income; and taking actions to update policies, procedures, regulations and other documents. In addition, the Committee regularly reviews the efforts and practices related to the decisions taken in previous meetings.
Moreover, it reviews legal authorities’ decisions with an actual or probable effect on the Bank’ operations; and by tracking those novelties introduced by evolving technologies, it defines agenda items to decide on so that the Bank takes proactive actions. When necessary, the Committee meets on short notice and evaluates extraordinary liquidity and funding issues and/or the events occurring in the markets and enables measures to be taken promptly.
Chaired by General Manager, the Committee is composed of Executive Vice Presidents, the Head of Strategy and Planning, the Head of Risk Management, the Head of International Banking and Investor Relations, and the Manager of the Economic Research Department.
ETHICAL PRINCIPLES AND ETHICS COMMISSION
VakıfBank's Ethics Commission was established by the decision of the Board of Directors on July 4, 2019, in accordance with the Operating Procedures and Principles of Internal Committees of VakıfBank.
The Commission is composed of the Executive Vice President of Human Resources and Corporate Development, who chairs it, in addition to the Chairman of the Inspection Board, Head of Internal Control, Chief Legal Advisor, Head of Human Resources, Head of Corporate Development, Performance Management and Academy, Head of Strategy and Planning, Head of Compliance and Regulation.
The duties and authorities of the Commission are indicated below.
The commission convenes at least every three months.
SUSTAINABILITY COMMITTEE
VakıfBank Sustainability Committee was established by the decision of the Board of Directors dated 30.12.2021 in accordance with the Operating Procedures and Principles of Internal Committees of VakıfBank. Chaired by General Manager, it is composed of one independent Board Member elected by the Board of Directors, Executive Vice President of Financial Management, Strategy, and Affiliates, Executive Vice President of Corporate, Commercial, and SME and Retail Banking Marketing, Executive Vice President of Support Services, Executive Vice President of Digital Banking, Executive Vice President of Customer Experience and Corporate Communications, Executive Vice President of Treasury Management and International Banking, Executive Vice President of Credit Allocation Management, Executive Vice President of Human Resources and Corporate Development, Executive Vice President of Retail Deposit Marketing and Payment Systems, Head of International Banking and Investor Relations, Head of Strategy and Planning, Head of Risk Management, Head of Support Services and Head of Specialized Loans Management. The Sustainability Committee determines the Bank’s sustainability strategy and policy and ensures that the necessary actions are taken in this regard. It is the highest-level decision-making body of the bank in terms of sustainability.
The Corporate Governance Committee is in charge of performing the following tasks:
Meeting Time and Frequency:
The Committee convenes under the Chairmanship of the General Manager. If the Chairman is unable to attend the meeting, the Executive Vice President of Treasury Management and International Banking chairs the meeting and meets when the secretariat deems it necessary, at least twice a year.
MEETING SCHEDULE OF THE COMMITTEES AND ATTENDANCE AT MEETINGS
Board of Directors
It generally convenes every 15 days, but more frequently in case of emergencies. The Board of Directors convened 62 times and adopted 1,468 resolutions in 2022.
Credit Committee
It generally convenes every 15 days and holds extraordinary meetings in case of emergencies. Meeting time is determined based on the number of agenda items received by the meeting secretariat and their urgency. The Committee convened 38 times and adopted 433 resolutions in 2022.
Corporate Governance Committee
It convenes on the dates specified by the Committee Chairman; generally, every three months or at least twice a year, but not to exceed six months between meetings. The Committee convened three times and adopted three resolutions in 2022.
Remuneration Committee
It convenes at least once a year. The Committee convened two times and adopted two resolutions in 2022.
Audit Committee
The Committee convened 21 times and adopted 77 resolutions in 2022.
Asset & Liability Management Committee
Generally meeting weekly, the Committee convened 44 times in 2022.
Ethical Principles and Ethics Commission
The Committee convened one time in 2022.
Sustainability Committee
The Committee convened two times in 2022.