CREDIT COMMITTEE

VakıfBank Credit Committee is comprised of two permanent members and two alternate members, in addition to the General Manager. Şahin Uğur and Serdar Tunçbilek are the Permanent Members. Dr. Adnan Ertem and Dilek Yüksel are the substitute members.

The functions of the Credit Committee are as follows:

• Performing the tasks stipulated in the Banking Law in accordance with the principles set forth by the Board of Directors,
• Soliciting the written recommendation of the Head Office in lending decisions, and providing financial analysis and intelligence reports about those applying for loans with respect to recommendations for loans in which account status documentation is mandatory,
• Providing any type 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 overseen by the Board of Directors.

AUDIT COMMITTEE

Dilek Yüksel and Serdar Tunçbilek were elected to the Audit Committee that was established in order 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:

• Overseeing 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 applicable laws and regulations; and maintaining 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 companies by the Board of Directors;
• Monitoring the activities of the independent audit companies 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;
• Receiving regular reports from the departments in charge of internal audit, internal control, and risk management systems, and from independent audit companies on the functioning of their roles.

CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee of VakıfBank is composed of the Board Members Abdülkadir Aksu, Dilek Yüksel, Sadık Yakut, Ali Tahan, the Head of International Banking and Investor Relations, and Korhan Turgut, the 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:

• Overseeing the degree of compliance with the Corporate Governance Principles within the Bank and determining the reasons in case of non-compliance 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 senior management positions,
• Formulating recommendations and monitoring the implementations related to the 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 pertaining to 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 pertaining to the structure and operating principles of the committees reporting to the Board of Directors.

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. Mustafa Saydam and Dr. Adnan Ertem are the Members of the Committee.

The Remuneration Committee:

• Evaluates remuneration policies and practices in the context of risk management, and report its recommendations to the Board of Directors annually.
• This Committee develops its recommendations regarding remuneration of the members of the Board of Directors and senior executives by taking the Bank’s long-term objectives into consideration. Moreover, it establishes remuneration criteria to be used in relation to the respective performance of both the Bank and members of Board of Directors; and recommends the Board on remuneration to be paid to members and senior executives in the light of the extent to which such criteria are met.

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 the General Manager, the Committee is composed of Executive Vice Presidents, Head of Strategy and Planning, Head of Risk Management, and the Manager of Economic Research Department.

ETHICAL PRINCIPLES AND ETHICS COMMISSION

Duties and authorities of the Commission are indicated below.

• Determination of ethical behavior criteria, regulation of procedures and principles related to the establishment, adoption, and development of an ethical culture in the Bank
• Determination the framework of ethical behavior principles
• Carrying out operations to establish an ethical culture in the Bank and supporting operations to be carried out on this topic
• Evaluation of applications to be made officially or in-person for an allegation of invasion of the ethical behavior principles to the Ethics Notification Line.
• The Commission is composed of Executive Vice President who is responsible from the Department of Human Resources, Head of Audit Board, Head of Internal Audit, Chief Legal Advisor, Head of Human Resources, Head of Corporate Development and Academy, Head of Strategy and Planning, Head of Compliance and Regulation.

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. Under the chairmanship of the General Manager, it is composed of one independent Board Member elected by the Board of Directors, Executive Vice President of Financial Management and Strategy, Executive Vice President of Corporate, Commercial, and SME Banking Marketing, Executive Vice President of Support Services and Risk Planning, Executive Vice President of Digital Banking, Executive Vice President of Customer Experience and Corporate Communications, Executive Vice President of Treasury Management and International Banking and Investor Relations, Executive Vice President responsible for Credit Allocation Management, Executive Vice President of Human Resources and Corporate Development, Executive Vice President of Retail Banking 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 Corporate Loans Allocation 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:

• Creating the Bank’s sustainability strategy and policies,
• Determining the sustainability targets of the Bank, creating action plans prepared in accordance with the established targets and ensuring the coordination of the activities carried out,
• Ensuring the follow-up of sustainability studies and ensuring the strengthening of the sustainability performance of the Bank,
• Ensuring the integration of sustainability into all business units and processes,
• Deciding the important issues discussed at the Sustainability Subcommittee and communicated to the Committee,
• Providing suggestions on making the necessary organizational changes in order to carry out the Bank’s sustainability activities effectively and efficiently,
• Reviewing the Bank’s sustainability reports, ensuring their preparation, and submitting them to the approval of the Board of Directors,
• Ensuring that the risks and opportunities arising from climate change, especially carbon and water, are identified, prioritized, and managed,
• Following the national and international legislation related to the environmental and social risks that are important in the Bank’s lending process,
• Providing suggestions on business associations that the Bank can become a member of and support in the field of sustainability.

Meeting Time and Frequency:

The Committee convenes under the Chairmanship of the General Manager. If the President is unable to attend the meeting, the Executive Vice President in charge of Treasury Management and International Banking chairs the meeting and meets when the secretariat deems it necessary, at least twice a year.

NUMBER OF MEETINGS AND DECISIONS OF THE COMMITTEES

Board of Directors

The Board of Directors convened 63 times and adopted 1,100 resolutions in 2021.

Credit Committee

The Committee convened 40 times and adopted 380 resolutions in 2021.

Corporate Governance Committee

The Committee convened 4 times and adopted 4 resolutions in 2021.

Remuneration Committee

The Committee convened 3 times and adopted 3 resolutions in 2021.

Audit Committee

The Committee convened 20 times and adopted 74 resolutions in 2021.

Asset & Liability Management Committee

The Committee convened 49 times in 2021.

Ethical Principles and Ethics Commission

The Committee convened 1 time in 2021.