Committees

With the decision numbered 227 taken on October 31, 2006, the Board of Directors of the Bank established the Audit Committee to support the Board of Directors in fulfilling the audit and supervision activities carried out by the Board of Directors in accordance with Article 24 of the Banking Law No. 5411 and the Regulation on the Internal Systems and Internal Capital Adequacy Assessment Process of Banks.

Turgay Geçer, Erdal Erdem, Salim Can Karaşıklı, and Ömer Karademir were elected to the Audit Committee by the Board of Directors on April 5, 2022, via resolution no. 2022-06-02/076.
The Audit Committee’s functions are carried out in line with the Audit Committee Regulation, which was established by the Board of Directors in its resolution 88 dated May 15, 2020.

It will meet at least four times per year. In 2022, the Committee had 18 meetings and made 66 decisions.

Audit Committee Members and Their Main Duties

The Board of Directors established the Remuneration Committee with resolution no. 2011-23-10/272 dated 08.12.2011 to evaluate TKYB’s remuneration policy and practices from a risk management perspective and to make recommendations to the Board of Directors in accordance with the Regulation Amending the Regulation on Corporate Governance Principles of Banks published in the Official Gazette no. 27959 dated 09.09.2011 by the Banking Regulation and The Remuneration Policy was established and entered into force on April 18, 2013, with the resolution 2013-Ara Decision/074. The Remuneration Committee Regulation was adopted and enacted on June 13, 2013, with the resolution 2013-11-14/121.

The Board of Directors re-determined the members of the Remuneration Committee in a resolution dated June 29, 2022, and numbered 2022-10-03/154.

The Committee met in 2022 and submitted a resolution to the Bank’s Board of Directors.

Remuneration Committee Members and Their Primary Duties

The Corporate Governance Committee was established with the decision of the Bank’s Board of Directors, dated June 15, 2007. It numbered 185, within the scope of the Regulation on Corporate Governance Principles of Banks published by the BRSA in the Official Gazette dated November 1, 2006, and numbered 26333 and the Corporate Governance Principles published by the Capital Markets Board.

The Operating Procedures and Principles of the Corporate Governance Committee were implemented by a decision of the Board of Directors dated July 24, 2007, and numbered 209. It was later renamed the Corporate Governance Committee Regulation after revisions were made by the Board of Directors’ resolution dated December 29, 2011, numbered 283. The Board of Directors later renewed the Regulation in a decision numbered 211 dated September 22, 2022.

The Corporate Governance Committee oversees establishing the Bank’s corporate governance policy, monitoring compliance with the Corporate Governance Principles, performing improvement studies, and providing recommendations to the Board of Directors. Erdal Erdem, an independent and non-executive Board Member, was chosen as the Chair of the Corporate Governance Committee by a decision of the Board of Directors dated April 5, 2022, and numbered 2022-06-04/078. In 2022, the Committee met twice and adopted two decisions.

The Bank’s Board of Directors has agreed that the Nomination Committee’s functions under the Capital Markets Board’s Corporate Governance Communiqué would be completed by the Bank’s Corporate Governance Committee. The bank’s attempts to improve corporate governance practices continue.

Corporate Governance Committee Members and Their Primary Duties

TKYB has taken action to determine the principles and principles of lending and to develop them in line with current conditions. In line with these objectives and policies, the TKYB has undertaken various tasks to ensure cooperation and information flow between the units involved in credit transactions and to assess credit risk and the status of the credit portfolio. Reports on credit allocation are reviewed, evaluated, and decided upon. In addition, within the scope of TKYB’s Environmental and Social Policy, projects that comply with the economic, social, and environmental dimensions of sustainable development are lent. Decisions are taken within the limits set on issues such as postponement, installment payments, and rearrangement of loan receivables. In addition, TKYB’s procedures regarding credit policies are determined, and the efficiency of the loan portfolio is increased in accordance with changing conditions. A Credit Revision Committee has been established to take measures and decisions regarding strategies for problematic customers or customers under legal follow-up. This committee was mobilized to discuss the proposals submitted by the relevant units.

The Committee is chaired by the General Manager and is made up of the Executive Vice Presidents listed in the table below, with the exception of the Executive Vice President in charge of Treasury, Financial Institutions, Development Cooperation and Wholesale Banking, Development Finance Institutions, the Executive Vice President in charge of Finance and Strategy, and the Executive Vice Presidents in charge of IT Application Development, IT Systems and Infrastructure, Enterprise Architecture, and the Executive Vice President in charge of IT Application Development. Meetings are chaired by the Deputy General Manager when the General Manager is unable to attend. Employees other than members may be invited to Committee meetings, depending on the agenda; however, guest participants do not have the right to vote.

In 2022, the Committee met 52 times, made decisions on 195 proposals and issues, and forwarded those that needed approval to the Board of Directors.

Members of the Credit Assessment Committee and Their Main Duties

The Assets and Liabilities Committee was formed to oversee the effective and efficient administration of TKYB’s balance-sheet assets and liabilities. The Committee conducts its actions in accordance with the Bank’s vision, mission, strategic goals, and objectives, as well as a management policies and strategies, taking current and potential economic events, interest rates, maturity periods, and currencies into account.

The Committee was established by a Board of Directors decision dated September 8, 2008, and numbered 213, and the Asset Liability Committee Regulation, which outlines the Committee’s working procedures and principles, was finalized by a Board of Directors decision dated October 25, 2022, and numbered 246.

The General Manager chairs the Committee, which comprises individuals such as Assistant General Managers and the Head of the Risk Management Department. In the absence of the Chair, the meetings are presided over by the Assistant General Manager in charge of the Treasury. The Chair of the Committee may invite relevant unit managers or staff to the discussions, depending on the agenda. In 2022, ten decisions were made.

Assets and Liabilities Committee Members and Their Main Duties

A Sustainability Committee was formed to guarantee that all efforts are made to create and incorporate TKYB’s sustainability strategy and policies into all activities.

The Committee’s functions are being carried out in accordance with the amended Sustainability Committee Directive, which was issued in October 2022. The Sustainability Committee is chaired by the General Manager and is made up of an independent member of the Board of Directors, the Assistant General Manager in charge of the Sustainability and Environmental Social Impact Management Unit, the Assistant General Manager in charge of the Development Finance Institutions Unit, the Assistant General Manager in charge of Finance and Strategy, the Sustainability and Environmental Social Impact Management Unit Manager, and the Sustainability and Environmental Social Impact Management Unit Manager. The Committee’s conclusion determines the Independent Board Members and associate members.

During 2022, the Committee convened one decision-making meeting, at which two decisions were made. Aside from decision-making meetings, the Committee held occasional consultations.

Sustainability Committee Members and Their Main Duties