Corporate Governance Committee

Corporate Governance Committee

Committee Officer: Handan Saygın, Ceyda Akınç

Type of Committee: Main committee

Subcommittee Type: Legal / Approved by Board Members

Committee's Aim / Responsibilities: In accordance with Capital Market Legislation, checking whether the Corporate Governance. Principles are complied with, and if not, determining the reasons for not applying them, advising the Board of Directors on improvement and carrying out activities to fulfill the duties of the Nomination Committee under the relevant Communiqué of CMB.

Within the frame of the CMB Communiqué no. II-17.1 on Corporate Governance that is currently in force, the Committee:

• Monitors whether corporate governance principles are implemented at the Bank, determines the grounds for non-implementation, if applicable, as well as any potential conflicts of interest arising from failure to fully comply with these principles, and presents suggestions to the Board of Directors for the improvement of corporate governance practices,
• Oversees the activities of the Investor Relations Department,
• Evaluates the proposed nominees for independent Board membership, including those of the management and investors, considering whether the nominees fulfill the independence criteria, and presents its assessment report to the Board of Directors for approval,
• Makes an assessment for election of independent members to the seats vacated due to a situation that eradicates independence and the resignation of a Board member who loses his independence, so the temporarily elected members,
• Works to create a transparent system for the identification, evaluation and training of nominees who are appropriate for the Board of Directors and managerial positions with administrative responsibility, and to determine related policies and strategies,
• Makes regular assessments about the structure and efficiency of the Board of Directors, and presents suggested changes to the Board of Directors.

Committee History: Established in February 2013.

Meeting Frequency: The Committee meets at least 2 times in a year. The Committee holds additional meetings when deemed appropriate.

Number of Meetings (2023): 2 meetings planned. (May, December)

Number of Meetings (2024): 3 meetings took place on January 9, 2024, February 13, 2024 and April 4, 2024; the forth meeting is scheduled for December.

Committee Members