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:

• 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

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:

• Overseeing the effectiveness and adequacy of the internal control, risk management, and internal audit 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 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:

• 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. Şahin Uğur 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 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.

• Determining the framework of ethical behavior principles to be observed by employees in carrying out their duties,
• Evaluating the reports of alleged violations of ethical conduct principles conveyed ex-officio or in person,
• Evaluating the reports filed as to whether ethical conduct principles have been violated and notifying, in writing, the result of the evaluation to relevant authorities,
• Conducting or securing efforts to instill a culture of ethics into the Bank and providing support to activities to be carried out to this end.

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:

• 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 to carry out the Bank's sustainability activities effectively and efficiently,
• Reviewing the Bank's sustainability reports, ensuring their preparation, and submitting them for 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 collaborations 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 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.