TÜRKİYE GARANTİ BANKASI A.Ş.GARAN, TGB |
1.1. Facilitating the Exercise of Shareholders Rights
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The number of investor meetings (conference, seminar/etc.) organised by the company during the year
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In 2023, Garanti BBVA Investor Relations team participated in 13 investor conferences and roadshows and held in total 167 meetings with investment funds.
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1.2. Right to Obtain and Examine Information
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The number of special audit request(s)
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None. The appointment of a special auditor has not been set forth as an individual right in the Articles of Association of the Bank. However, pursuant to Article 438 of the Turkish Commercial Code No. 6102, shareholders have the right to request a special audit from the General Assembly of Shareholders, whether included in the agenda or not, in order to clarify certain aspects within the frame of exercising shareholders? rights, provided that shareholders making such request have previously exercised the right to obtain or review information as stipulated in the Turkish Commercial Code. So far, Garanti BBVA has not received any request for the appointment of a special auditor. If such a request is received, then the Bank will take maximum care for facilitating the exercise of such special audit right.
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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None
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1.3. General Assembly
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Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
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https://www.kap.org.tr/en/Bildirim/1137485
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Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
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"Available. The link to the related website: Turkish: https://www.garantibbvainvestorrelations.com/tr/kurumsal-yonetim/olagan-genel-kurul-toplantilari/Olagan-Genel-Kurul-Toplantilari/452/0/0 English: https://www.garantibbvainvestorrelations.com/en/corporate-governance/Ordinary-General-Shareholders-Meetings/Annual-General-Meeting/102/0/0 "
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The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9
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None
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The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)
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None
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The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)
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None
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The name of the section on the corporate website that demonstrates the donation policy of the company
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https://www.garantibbvainvestorrelations.com/en/environment-social-governance/detail/Donation-and-Contribution-Policy/99/410/0
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The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved
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https://www.kap.org.tr/tr/Bildirim/265119
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The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
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While the Articles of Association does not contain any provisions to that effect, the Bank invites all stakeholders to the General Meetings of Shareholders, who will be voiceless during such meeeetings. Hence, such invitation is explicitly stated in the invitation to the General Shareholders Meeting.
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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General Meeting minutes are available to shareholders in media and locations stipulated by applicable legislation. The members of the media did not attend the General Meeting convened in 2023. The Bank invites all stakeholders to the General Meetings of Shareholders, who will be voiceless during such meetings.
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1.4. Voting Rights
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Whether the shares of the company have differential voting rights
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Hayır (No)
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In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
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There are no voting privileges
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The percentage of ownership of the largest shareholder
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%85,97
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1.5. Minority Rights
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Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association
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Hayır (No)
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If yes, specify the relevant provision of the articles of association.
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None.
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1.6. Dividend Right
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The name of the section on the corporate website that describes the dividend distribution policy
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https://www.garantibbvainvestorrelations.com/en/environment-social-governance/detail/Dividend-Distribution-Policy/96/407/0
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Minutes of the relevant agenda item in case the board of directors proposed to the general assembly not to distribute dividends, the reason for such proposal and information as to use of the dividend.
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The Board of Directors? proposal for the distribution of the Bank?s 2022 Balance Sheet Profit was laid down for approval at the General Meeting of Shareholders held on 13 April 2023 and approved with majority of votes. It is resolved that, from the after-tax profit of the Bank for the year 2022 in the amount of TL 58,509,157,847.37 in accordance with Article 45 - of the Articles of Association of our Bank titled as the ?Distribution of the Profit?; the cash gross dividend in the amount of TL 8,776,373,677.11 be distributed to our Shareholders, dividend distribution be initiated on April 14, 2023. The information provided to our Shareholders regarding the subject is stated in article 6 of the document whose link follows: https://www.garantibbvainvestorrelations.com/en/images/pdf/2022_03_31-General-Assembly-Meeting-Minutes.pdf
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PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
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https://www.kap.org.tr/en/Bildirim/1137485
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General Meeting Date | The number of information requests received by the company regarding the clarification of the agenda of the General Shareholders' Meeting | Shareholder participation rate to the General Shareholders' Meeting | Percentage of shares directly present at the GSM | Percentage of shares represented by proxy | Specify the name of the page of the corporate website that contains the General Shareholders' Meeting minutes, and also indicates for each resolution the voting levels for or against | Specify the name of the page of the corporate website that contains all questions asked in the general assembly meeting and all responses to them | The number of the relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactions | The number of declarations by insiders received by the board of directors | The link to the related PDP general shareholder meeting notification |
13/04/2023 | 0 | %89,95 | %0,001 | %99,999 | "Garanti BBVA Investor Relations Website Main Page > Environment, Social And Governance > Governance > Annual General Meeting https://www.garantibbvainvestorrelations.com/en/environment-social-governance/Ordinary-General-Shareholders-Meetings/Annual-General-Meeting/102/0/0" | "Garanti BBVA Investor Relations Website Main Page > Environment, Social And Governance > Governance > Annual General Meeting https://www.garantibbvainvestorrelations.com/en/environment-social-governance/Ordinary-General-Shareholders-Meetings/Annual-General-Meeting/102/0/0" | https://www.garantibbvainvestorrelations.com/en/environment-social-governance/Ordinary-General-Shareholders-Meetings/Annual-General-Meeting/102/0/0 | 858 | https://www.kap.org.tr/tr/Bildirim/1137485 |
2.1. Corporate Website
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Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
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Trade registry information: Garanti BBVA Investor Relations website Home > Contact > Garanti BBVA Latest shareholding and management structure: Garanti BBVA Investor Relations website Home > About Garanti BBVA > Shareholding Structure Detailed information on preference shares: There are no preference shares. The latest version of the Articles of Association: Garanti BBVA Investor Relations website Home > Environment, Social and, Governance > Articles of Association Disclosures: Garanti BBVA Investor Relations website Home > News > Disclosures Financial Reports and Annual Reports: Garanti BBVA Investor Relations website Home > Presentations Prospectuses and other public disclosure documents: Garanti BBVA Investor Relations website Home > News > Disclosures General meeting documents: Garanti BBVA Investor Relations website Home > Environment, Social and, Governance > Annual General Meetings Dividend distribution policy: Garanti BBVA Investor Relations website Home > Environment, Social and, Governance > Policies > Dividend Distribution Policy Disclosure policy: Garanti BBVA Investor Relations website Home > Environment, Social and, Governance > Policies > Disclosure Policy Ethical rules created by the company: Garanti BBVA Investor Relations website Home > Environment, Social and, Governance > Policies > Code of Ethics Frequently asked questions: Garanti BBVA Investor Relations website Home > FAQ
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If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.
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https://www.garantibbvainvestorrelations.com/en/about-garanti/detail/Shareholding-Structure/7/16/0
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List of languages for which the website is available
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Garanti BBVA has two different websites prepared in Turkish and English languages. These can be accessed as follows: The website in Turkish www.garantibbva.com.tr The website in English www.garantibbva.com.tr/en Garanti BBVA Investor Relations website provides detailed information, both in Turkish and English, about data that are required to be covered in websites as per the Corporate Governance Principles and all other information about Garanti BBVA and share in line with stakeholders? needs. Investor Relations website in Turkish: www.garantibbvayatirimciiliskileri.com Investor Relations website in English: www.garantibbvainvestorrelations.com
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2.2. Annual Report
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The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
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a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members
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Section: Board of Directors, page 206
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b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure
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Committees and Policies, Page 226
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c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings
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Organizational Structure, page 198
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ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation
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Section: Important developments regarding 2023 Operations, page 34
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d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof
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Section: Important developments regarding 2023 Operations, Page 34
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e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest
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Section: Support Services Providers, page 326
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f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross ownership subsidiaries that the direct contribution to the capital exceeds 5%
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BRSA Consolidated Financial Statements As of and For the Year Ended 31 December 2023, 5.1.10.2. Financial report can be reached at Garanti BBVA Investor Relations website > Library section
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g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results
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Investments in Human Capital (page 134), Sustainability and Community Investments (page 174), Customer Experience (page 160), Our Governance (page 222)
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3.1. Corporation’s Policy on Stakeholders
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The name of the section on the corporate website that demonstrates the employee remedy or severance policy
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Garanti BBVA Investor Relations website Home > Environment, Social and Governance > Governance > Policies > Compensation Policy
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The number of definitive convictions the company was subject to in relation to breach of employee rights
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136
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Garanti BBVA Compliance Department (related committee: Ethics and Integrity Committee)
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The contact detail of the company alert mechanism
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?Garanti BBVA Whistleblowing Channel? etikbildirim@garantibbva.com.tr 0 216 662 5156
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3.2. Supporting the Participation of the Stakeholders in the Corporation’s Management
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Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies
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While there are no written internal regulations, employees are provided with the opportunity to comment on all projects and activities carried out in line with the Bank's strategic priorities, ensuring their involvement in decisions.
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Corporate bodies where employees are actually represented
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While there are no written internal regulations, employees are provided with the opportunity to comment on all projects and activities carried out in line with the Bank's strategic priorities, ensuring their involvement in decisions.
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3.3. Human Resources Policy
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The role of the board on developing and ensuring that the company has a succession plan for the key management positions
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"There is a succession plan for key management positions, which is regularly followed up by the executive Board member and Executive Vice President on an annual basis. "
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The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy.
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"Declaration of human rights and human resources policy are posted on the Investor Relations website. Related links are as follows: https://www.garantibbvainvestorrelations.com/en/environment-social-governance/detail/Declaration-of-Human-Rights/584/1866/0 https://www.garantibbvainvestorrelations.com/en/environment-social-governance/detail/Human-Resources-Policy/97/408/0"
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Whether the company provides an employee stock ownership programme
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Pay edindirme planı bulunuyor (There is an employee stock ownersip programme)
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The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy.
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"The Human Resources Policy and Code of Conduct are posted on the Investor Relations website. Related links are as follows: https://www.garantibbvainvestorrelations.com/en/environment-social-governance/detail/Human-Resources-Policy/97/408/0 https://www.garantibbvainvestorrelations.com/en/environment-social-governance/detail/Code-of-Conduct/94/405/0"
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The number of definitive convictions the company is subject to in relation to health and safety measures
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"Occupational Health and Safety (OHS) is responsible for creating and disseminating Garanti BBVA Occupational Health and Safety culture, determining principles, rules and procedures, and monitoring relevant legislative requirements and international standards. At Garanti BBVA, OHS is the health, safety and well-being of all stakeholders, including employees, contractors, visitors and customers, based on national legislation as well as international standards (ISO 45001, OSHA, IOSH etc.) and good practice examples. It continues its activities including studies related to All OHS trainings within the scope of emergency plans were reviewed and updated based on the experiences and data obtained in disasters, especially earthquakes, and areas that needed improvement. Actions were taken to carry out the mandatory drills within the scope of the Emergency Plan more effectively. During the ?Business Continuity? process, a wide variety of scenarios and regional simulations such as earthquakes, floods, fires and bad weather conditions have been developed with the participation of all relevant units after the experiences gained from the earthquakes, floods and bad weather conditions. was experienced and necessary actions were taken in the relevant plans. Protecting the health of employees and ensuring business continuity are always among the Bank's primary responsibilities. In order to achieve the ability to fully fulfill this responsibility during disaster periods, more than 50 projects on different topics are being carried out at Garanti BBVA within the scope of preparations for a possible Marmara earthquake. With employee-oriented projects; Training continues to raise the awareness of employees in order to create a corporate culture with high earthquake awareness, life support preparations for vital needs such as food, clothing and food, as well as efforts to be prepared for issues such as shelter, evacuation and psychological support. Garanti BBVA accepts health as a state of physical and psycho-social well-being and focused on holistic health practices along with well-being studies that keep inclusiveness at the center. In this context, it made plans to implement awareness-raising and awareness activities that will increase effectiveness. Data-based actions were taken to effectively carry out employee health surveillance practices, especially recruitment and periodic health examinations. In order to contribute to the well-being of employees, in-house wellbeing studies were accelerated with the relevant teams. In 2023, 132 work accidents and 281 incidents occurred in all locations, including subcontractors.All of these cases were investigated and necessary corrective actions were taken. For more details, please check the ""Investments in Human Capital"" section on the 2023 Integrated Annual Report."
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3.5. Ethical Rules and Social Responsibility
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The name of the section on the corporate website that demonstrates the code of ethics
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"Garanti BBVA Investors Relations website Home > Corporate Governance > Policies > Garanti BBVA Code of Conduct https://www.garantibbvainvestorrelations.com/en/environment-social-governance/detail/Code-of-Conduct/94/405/0"
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The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.
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"Garanti BBVA publishes integrated annual reports; hence, the Bank does not release a separate sustainability or corporate social responsibility report. The Bank discloses its entire value creation, both financial and non-financial, within the frame of materiality analysis, its strategic priorities, and its performance in these aspects. Addressed in a comprehensive scope extending from customer experience to employee satisfaction, from digital transformation to responsible and sustainable development, these topics, along with the information on risk management and corporate governance can be found in the integrated annual report. Garanti BBVA Investor Relations website Home > Library > Integrated Annual Reports "
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Any measures combating any kind of corruption including embezzlement and bribery
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Garanti BBVA?s Anti-Corruption Policy sets out the actions that need to be taken to preventand determine across the Bank cases posing corruption risk, and to encourage reporting thereof. Furthermore, In order to prevent corruption, our Bank and its subsidiaries are engaged in an "anti-corruption awareness program ". In-class and e-learning trainings covering these subjects are assigned to all personnel. Detailed information can be found on page 236-237 of Garanti BBVA 2023 Integrated Annual Report.
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4.2. Activity of the Board of Directors
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Date of the last board evaluation conducted
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"In its meeting on 24 May 2023, the Corporate Governance Committee that also functions as the Nomination Committee in line with the applicable legislation evaluated the composition and activities of the Board of Directors to be adequate and compliant with the legislation. The Board of Directors has been informed on the issue during the Board of Directors meeting held on 1 June 2023."
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Whether the board evaluation was externally facilitated
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Hayır (No)
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Whether all board members released from their duties at the GSM
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Evet (Yes)
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Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties
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"In accordance with the legislation regarding the decision of the Board of Directors dated March 31, 2021, it has been decided to transfer the duties and responsibilities within the internal systems to the Audit Committee, except for the ""Risk Management"" duties delegated to the Risk Committee, based on the opinions, recommendations, evaluations, and similar transactions of the Audit Committee. Additionally, it has been decided, in accordance with the relevant legislation, to appoint Mr. Avni Aydın Düren, one of our Board Members, to be responsible for the functions of the Compliance Unit, in place of Mr. M. Cüneyt Sezgin, who was appointed by the decision of the Board of Directors dated March 31, 2021. Furthermore, in accordance with the legislation regarding the decision of the Board of Directors dated June 3, 2021, it has been decided to appoint Mr. Aydın Düren, one of our Board Members, to assume the position of the Internal Systems Responsible for the KKTC Country Directorate, effective as of May 31, 2021, in place of Mr. M. Cüneyt Sezgin, who resigned from his position on May 31, 2021"
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Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
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25 in 2023
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Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls
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Section: Internal Systems Governance, Page 232
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Name of the Chairman
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Süleyman Sözen
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Name of the CEO
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Recep Bastug
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If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
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The roles of the Chairman and CEO are undertaken by different individuals.
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Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital
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"PDP disclosure is not available. The Bank's capital is TL 4.2 billion, and a Directors and Officers Liability cover for 110 million EUR has been obtained for the individual liabilities of Executives and Board directors associated with improper performance of their duties."
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The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
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"The Bank has different practices and policies to ensure gender equality and equal representation within the institution. It implements practices such as monitoring the ratio of men and women at different levels, preparing job postings without discrimination, training and awareness programs, women's leadership training and mentoring programs. The Bank has different practices and policies to ensure gender equality and equal representation within the institution such as tracking female-male ratio in various levels, as well as applications for open positions. Additionally, since March 2017 the Bank is a founding member of Thirty Percent Club, an organization with the aim of achieving higher rate of women participation in senior management. Garanti BBVA is the only company from Turkey selected to the Bloomberg Gender-Equality Index for the six consecutive years, which includes 230 companies from 10 sectors, across 36 countries and regions. Garanti, which has several practices and initiatives on women?s social and empowerment, has been selected to the index.Board of Directors Diversity and Sustainability Policy was published on July 08, 2021. In this policy, there is a target of 25% of the Board of Directors to be composed of female members by the end of 2025."
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The number and ratio of female directors within the Board of Directors
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There are 2 women members representing 18% of the full number of members.
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Name-Surname | Real Person Acting on Behalf of Legal Person Member | Gender | Title | Profession | The First Election Date To Board | Whether Executive Director or Not | Positions Held in the Company in the Last 5 Years | Current Positions Held Outside the Company | Whether the Director has at Least 5 Years’ Experience on Audit, Accounting and/or Finance or not | Share in Capital (%) | The Share Group that the Board Member Representing | Independent Board Member or not | Link To PDP Notification That Includes The Independency Declaration | Whether the Independent Director Considered By The Nomination Committee | Whether She/He is the Director Who Ceased to Satisfy The Independence or Not | Committees Charged and Task |
SÜLEYMAN SÖZEN | Male | Chairman of the Board | Banker | 29/05/1997 | Non-Executive | Vice President of the Board | Santa Farma İlaç Sanayi A.Ş. Yönetim Kurulu Üyesi, Öğretmen Akademisi Vakfı Mütevelli Heyeti Üyesi | Dependent Member | Risk Committee | |||||||
RECEP BAŞTUĞ | Male | Member of the Board | Banker | 06/09/2019 | Executive | Executive Vice President | GarantiBank International N.V., Garanti Bank S.A. (Romanya), Garanti Faktoring Hizmetleri A.Ş., Garanti Finansal Kiralama A.Ş., Garanti Emeklilik ve Hayat A.Ş., Garanti Yatırım Menkul Kıymetler A.Ş., Garanti Ödeme Sistemleri A.Ş., Garanti Konut Finansmanı Danışmanlık Hizmetleri A.Ş., Garanti Filo Yönetimi Hizmetleri A.Ş., Garanti Kültür A.Ş., Garanti BBVA Finansal Teknolojiler A.Ş., Yönetim Kurulu Başkanı ve Garanti Holding B.V. ve G Netherlands B.V. Yönetim Kurulu Üyesi, Türkiye Bankalar Birliği Yönetim Kurulu Üyesi ve Öğretmen Akademisi Vakfı Mütevelli Heyeti Üyesi | Dependent Member | Kredi Komitesi | |||||||
JORGE SAENZ -AZCUNAGA CARRANZA | JORGE SAENZ -AZCUNAGA CARRANZA | Male | Deputy Chairman of the Board | Banker | 24/03/2016 | Non-Executive | Member of the Board | BBVA Ülke Ağı Gözlemleme Başkanlığı ve Global Liderlik Takımı Üyeliği, BBVA Bancomer (Meksika) Yönetim Kurulu Üyesi | Independent Member | Denetim Komitesi, Kurumsal Yönetim Komitesi, Ücretlendirme Komitesi. Kredi Komitesi Yedek Üye | ||||||
JAIME SAENZ DE TEJADA PULIDO | JAIME SAENZ DE TEJADA PULIDO | Male | Member of the Board | Banker | 02/10/2014 | Non-Executive | BBVA Grubu Küresel Risk Yönetimi Başkanı | Dependent Member | Credit Committee | |||||||
SAİT ERGUN ÖZEN | Male | Member of the Board | Banker | 14/05/2003 | Non-Executive | Member of the Board and CEO | Beymen Perakende ve Tekstil Yatırımları A.Ş. Yönetim Kurulu Başkanı, WeSoda ve Atom Bank Yönetim Kurulu Üyesi | Dependent Member | Remuneration Committee | |||||||
BELKIS SEMA YURDUM | Female | Member of the Board | Managing Director / Chief Executive | 30/04/2013 | Non-Executive | Garanti Bank S.A. (Romanya) Yönetim Kurulu Üyesi | Independent Member | Kurumsal Yönetim Komitesi, Denetim Komitesi | ||||||||
RAFAEL SALINAS MARTINEZ DE LECEA | RAFAEL SALINAS MARTINEZ DE LECEA | Male | Member of the Board | Banker | 08/05/2017 | Non-Executive | Global Chief Risk Officer of the BBVA Group | Dependent Member | Risk Komitesi, Kredi Komitesi Yedek Üyesi | |||||||
MEVHİBE CANAN ÖZSOY | Female | Member of the Board | Managing Director / Chief Executive | 04/04/2019 | Non-Executive | ABFT (Amerikan Şirketler Derneği) Başkan Vekili, SEV Vakfı Mütevelli Heyeti Üyesi, Yönetim Kurulu Başkan Vekili, Tekfen Yenilenebilir Enerji Çözümleri A.Ş. Yönetim Kurulu Üyesi | Independent Member | |||||||||
AVNİ AYDIN DÜREN | Male | Member of the Board | Lawyer | 17/06/2020 | Non-Executive | Bağımsız Yönetim Kurulu Üyesi, Genel Müdür Yardımcısı, Kurumsal Sekreterlik | Garantibank International N.V. Yönetim Kurulu Başkan Vekili, T. Garanti Bankası A.Ş. Emekli ve Yardım Sandığı Vakfı Yönetim Kurulu Başkan Vekili, Garanti Ödeme Sistemleri A.Ş. Yönetim Kurulu Üyesi, Garanti Konut Finansmanı Danışmanlık Hizmetleri A.Ş. Yönetim Kurulu Üyesi, Garanti Yatırım Menkul Kıymetler A.Ş. Yönetim Kurulu Üyesi, Garanti Kültür A.Ş. Yönetim Kurulu Üyesi, Öğretmen Akademisi Vakfı Mütevelli Heyeti Üyesi | Dependent Member | Kurumsal Yönetim Komitesi | |||||||
PABLO ALFONSO PASTOR MUNOZ | PABLO ALFONSO PASTOR MUNOZ | Male | Member of the Board | Banker | 31/03/2021 | Non-Executive | BBVA Peru ve BBVA Forum Şili Yönetim Kurulu Üyesi | Dependent Member | Kredi Komitesi, Risk Komitesi | |||||||
EBRU OĞAN KNOTTNERUS | Female | Member of the Board | 27/03/2024 | Non-Executive | Independent Member | Denetim Komitesi |
4.4. Meeting Procedures of the Board of Directors
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Number of physical or electronic board meetings in the reporting period.
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The Board held 11 physical meetings in 2023.
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Director average attendance rate at board meetings
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%88,77
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Whether the board uses an electronic portal to support its work or not
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Evet (Yes)
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Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
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4-5 days on average.
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The name of the section on the corporate website that demonstrates information about the board charter
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Garanti BBVA Investor Relations website Home > > Environment, Social And Governance > Governance > Policies > Working Principles And Procedures Of The Bod https://www.garantibbvainvestorrelations.com/en/environment-social-governance/detail/Working-Principles-and-Procedures-of-the-BoD/1590/7516/0
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Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
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The limits set by the banking legislation and Garanti BBVA Board of Directors Suitability and Diversity Policy are complied with.
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4.5. Board Committees
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Page numbers or section names of the annual report where information about the board committees are presented
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Section: Committees and Policies, Page 226
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Link(s) to the PDP announcement(s) with the board committee charters
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"While a PDP disclosure link is unavailable for the announcement pertaining to operating principles, the responsibilities of the committees can be found at Garanti BBVA Investor Relations web site > Environment, Social and Governance > Committees https://www.garantibbvainvestorrelations.com/en/environment-social-governance/detail/Corporate-Governance-Committee/84/397/0"
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Names Of The Board Committees | Name Of Committees Defined As "Other" In The First Column | Name-Surname of Committee Members | Whether Committee Chair Or Not | Whether Board Member Or Not |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Avni Aydın Düren | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Jorge Saenz Azcunaga Carranza | Evet (Yes) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Sema Yurdum | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Handan Saygın | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
4.5. Board Committees-II
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Specify where the activities of the audit committee are presented in your annual report or website (Page number or section name in the annual report/website)
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https://www.garantibbvainvestorrelations.com/en/corporate-governance/detail/Audit-Committee/778/3219/0
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Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website)
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https://www.garantibbvainvestorrelations.com/en/corporate-governance/detail/Corporate-Governance-Committee/84/397/0
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Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website)
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https://www.garantibbvainvestorrelations.com/en/corporate-governance/detail/Corporate-Governance-Committee/84/397/0
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Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)
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For information on Credit and Risk Committees within the frame of banking legislation: https://www.garantibbvainvestorrelations.com/en/environment-socialgovernance/ committees-list/Committees/80/0/0
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Specify where the activities of the remuneration committee are presented in your annual report or website (Page number or section name in the annual report/website)
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https://www.garantibbvainvestorrelations.com/en/corporate-governance/detail/Remuneration-Committee/83/396/0
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4.6. Financial Rights
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Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)
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Section: Financial Value, page 112
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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The Compensation Policy has been published within the policies under "Environment, Social and Governance" section on Investor Relations website. Related link: https://www.garantibbvainvestorrelations.com/en/corporate-governance/Compensation-Policy/Compensation-Policy/100/411/0
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Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)
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Section: Remuneration, page 223
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Names Of The Board Committees | Name of committees defined as "Other" in the first column | The Percentage Of Non-executive Directors | The Percentage Of Independent Directors In The Committee | The Number Of Meetings Held In Person | The Number Of Reports On Its Activities Submitted To The Board |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %100 | %75 | 2 | 2 |