1.1. Facilitating the Exercise of Shareholders Rights
|
||
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
|
12 local and foreign investor conference and webinars were attended in 2023. Additionally online meetings and face-to-face meetings were held with over 200 local and foreign institutional investors throughout the year 2023. In 2023, 3 web-casts were held about the financial results.
|
|
1.2. Right to Obtain and Examine Information
|
||
The number of special audit request(s)
|
There was no demand for private auditor in 2023.
|
|
The number of special audit requests that were accepted at the General Shareholders' Meeting
|
There was no demand for private auditor.
|
|
1.3. General Assembly
|
||
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
|
https://www.kap.org.tr/en/Bildirim/1167569
|
|
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
|
The documents regarding the General Assembly are published in Turkish and English at the same time https://www.vakifbank.com.tr/genel-kurul.aspx?pageID=1042 https://www.vakifbank.com.tr/general-assembly.aspx?pageID=651
|
|
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
|
There is no such an action stated within the scope of the principle 1.3.9.
|
|
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)
|
Pursuant to the Article 9 and paragraph 8 of Communiqué on Corporate Governance (II-17.1), banks are not required to fulfill the provisions of this article.
|
|
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)
|
In accordance with the Article 10 and paragraph 4 of Communiqué on Corporate Governance (II-17.1), banks are not liable to this article.
|
|
The name of the section on the corporate website that demonstrates the donation policy of the company
|
Home Page / Investor Relations / Corporate Governance / Policies / Donation and Aid Policy https://www.vakifbank.com.tr/Default.aspx?pageID=2785
|
|
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved
|
https://www.kap.org.tr/en/Bildirim/426548
|
|
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
|
Article 14
|
|
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
|
Board members, shareholders and their representatives attended the Ordinary General Assembly meeting of 2022, held on 2 August 2023.
|
|
1.4. Voting Rights
|
||
Whether the shares of the company have differential voting rights
|
Hayır (No)
|
|
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
|
-
|
|
The percentage of ownership of the largest shareholder
|
%74,79
|
|
1.5. Minority Rights
|
||
Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association
|
Hayır (No)
|
|
If yes, specify the relevant provision of the articles of association.
|
-
|
|
1.6. Dividend Right
|
||
The name of the section on the corporate website that describes the dividend distribution policy
|
Home Page / Investor Relations / Corporate Governance / Policies / Profit Distribution Policy https://www.vakifbank.com.tr/Default.aspx?pageID=2786
|
|
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.
|
Home Page / Investor Relations / General Assembly / 2022 / Summary of the General Assembly Meeting https://www.vakifbank.com.tr/general-assembly.aspx?pageID=651
|
|
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
|
https://www.kap.org.tr/en/Bildirim/1180007
|
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 |
02/08/2023 | 0 | %95,453 | %0,000027 | %95,45306 | https://www.vakifbank.com.tr/general-assembly.aspx?pageID=651 Home Page / Investor Relations / General Assembly / 2023 / Summary of the General Assembly Meeting | https://www.vakifbank.com.tr/general-assembly.aspx?pageID=651 | There was no agenda item or paragraph about related parties. | 148 | https://www.kap.org.tr/en/Bildirim/1006706 |
2.1. Corporate Website
|
||
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
|
https://www.vakifbank.com.tr/investor-relations.aspx?pageID=625 Home Page/ Investor Relations/ About Us
|
|
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.
|
There is no real person who has directly or indirectly more than 5% of shares. Please reach the current ownership of the Bank via https://www.vakifbank.com.tr/ownership-structure.aspx?pageID=842
|
|
List of languages for which the website is available
|
Turkish and English
|
|
2.2. Annual Report
|
||
The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
|
||
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
|
2023 Integrated Annual Report Part: Corporate Governance Principles Compliance Report Chapter V- Board of Directors
|
|
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
|
2023 Integrated Annual Report Part: Committees
|
|
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
|
2023 Integrated Annual Report Part: Committees
|
|
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
|
2023 Integrated Annual Report Part: Information On Legislative Amendments That Might Affect The Bank?s Activities Materially
|
|
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
|
2023 Integrated Annual Report Part: Other Information on Bank and its Operations
|
|
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
|
2023 Integrated Annual Report Part: Outsourced Support Services
|
|
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%
|
2023 Integrated Annual Report Part: Corporate Governance Principles Compliance Report
|
|
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
|
2023 Integrated Annual Report Part: Human Capital Part: Our Social and Relational Capital, Corporate Social Responsibility in VakıfBank
|
3.1. Corporation’s Policy on Stakeholders
|
||
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
|
Home Page / Investor Relations / Corporate Governance / Policies / Indemnity Policy https://www.vakifbank.com.tr/Default.aspx?pageID=2790
|
|
The number of definitive convictions the company was subject to in relation to breach of employee rights
|
22
|
|
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
|
Audit Board, Human Resources, Legal Affairs
|
|
The contact detail of the company alert mechanism
|
For external stakeholders and employees Ethical Reporting Hotline ethics@vakifbank.com.tr 0850 955 38 45
|
|
3.2. Supporting the Participation of the Stakeholders in the Corporation’s Management
|
||
Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies
|
There is not.
|
|
Corporate bodies where employees are actually represented
|
The Bank Finance and Insurance Employees Union (BASS)
|
|
3.3. Human Resources Policy
|
||
The role of the board on developing and ensuring that the company has a succession plan for the key management positions
|
There is not.
|
|
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.
|
Home Page / Investor Relations / Corporate Governance / Policies / Equal Opportunity Policy https://www.vakifbank.com.tr/Default.aspx?pageID=4025 Home Page / Investor Relations / Corporate Governance / Policies / Human Rights and Employee Rights Policy https://www.vakifbank.com.tr/Default.aspx?pageID=2787
|
|
Whether the company provides an employee stock ownership programme
|
Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
|
|
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.
|
Home Page / Investor Relations / Corporate Governance / Policies / Human Rights and Employee Rights Policy https://www.vakifbank.com.tr/Default.aspx?pageID=2787 Home Page / Investor Relations / Corporate Governance / Policies / Equal Opportunity Policy https://www.vakifbank.com.tr/Default.aspx?pageID=4025 Home Page / Investor Relations / Corporate Governance / Policies/Gender Equality Policy https://www.vakifbank.com.tr/Default.aspx?pageID=5115
|
|
The number of definitive convictions the company is subject to in relation to health and safety measures
|
There is no convictions.
|
|
3.5. Ethical Rules and Social Responsibility
|
||
The name of the section on the corporate website that demonstrates the code of ethics
|
Home Page / Investor Relations / Corporate Governance / Policies / Ethical Principles https://www.vakifbank.com.tr/Default.aspx?pageID=2794
|
|
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.
|
The Bank?s practices in the realm of corporate social responsibility have been included in the Integrated Annual Reports of the Bank on an annual basis. Home Page/ Investor Relations/ Sustainability/ Corporate Social Responsibility https://www.vakifbank.com.tr/Default.aspx?pageID=2768
|
|
Any measures combating any kind of corruption including embezzlement and bribery
|
Home Page / Investor Relations / Corporate Governance / Policies / Anti-Bribery and Corruption Policy https://www.vakifbank.com.tr/Default.aspx?pageID=2783 ?In case of violation of the Anti-Bribery and Corruption Policy, disciplinary penalties are imposed depending on the nature of the incident. In cases that are contrary to this policy, the issue is examined by the Audit Board and in case of detection of behavior that does not comply with the legislation, the necessary sanctions are applied in line with the legislation.?
|
4.2. Activity of the Board of Directors
|
||
Date of the last board evaluation conducted
|
There is no assessment.
|
|
Whether the board evaluation was externally facilitated
|
Hayır (No)
|
|
Whether all board members released from their duties at the GSM
|
Evet (Yes)
|
|
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties
|
Audit Committee: Abdülkadir AKSU, Sadık YAKUT Credit Committee: Abdi Serdar ÜSTÜNSALİH, Mustafa SAYDAM, Şahin UĞUR, Cemil Ragıp ERTEM (Substitute Member) and Adnan ERTEM (Substitute Member) Corporate Governance Committee: Abdülkadir AKSU, Sadık YAKUT and Abdullah Erdem CANTİMUR Remuneration Committee: Adnan ERTEM and Haydar Kemal KURT
|
|
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
|
Within the scope of the Regulation on Banks? Internal Systems and Internal Capital Adequacy Evaluation Process, the reports about the practices of the Bank are presented to the Audit Committee every three months by the Internal Control Department. In addition, within the scope of the Regulation on Banks' Information Systems and Electronic Banking Services, the findings that are detected as a result of the activities carried out by the Information Systems Internal Control Directorate and findings that have not been corrected for more than a year are presented to the Audit Committee annually. In addition, findings that are detected and ongoing as a result of information systems internal control activities and critical findings that cannot be resolved despite the first action date are reported to senior management annually.
|
|
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
|
2023 Integrated Annual Report Part: Assessment Of The Internal Systems and Operations
|
|
Name of the Chairman
|
Mustafa Saydam
|
|
Name of the CEO
|
Abdi Serdar Üstünsalih
|
|
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
|
Pursuant to of Article 24 Paragraph 1 of the VakıfBank Articles of Incorporation, Chairman of the Board of Directors cannot be elected as CEO.
|
|
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
|
Covered with Manager Financial Liability insurance policy of USD 10,000,000 limit between 27.05.2023-27.05.2024. No PDP notification.
|
|
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
|
There is not.
|
|
The number and ratio of female directors within the Board of Directors
|
There are no women members on the Board of Directors of our Bank.
|
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 |
ABDİ SERDAR ÜSTÜNSALİH | Male | Executive Director | Banker | 27/05/2019 | Executive | Genel Müdür Yardımcısı | TSKB AŞ. - YK Üyesi TBB ? YK Başkan Vekili | Yes | 0 | A Grubu | Dependent Member | - | Member of the Credit Committee | |||
MUSTAFA SAYDAM | Male | Chairman of the Board | Banker | 26/03/2021 | Non-Executive | Genel Müdür Yardımcısı | Yes | 0 | A Grubu | Dependent Member | - | Kredi Komitesi Üyesi | ||||
CEMİL RAGIP ERTEM | Male | Deputy Chairman of the Board | Banker | 13/08/2018 | Non-Executive | Yönetim Kurulu Başkan Vekili | Cumhurbaşkanı Başdanışmanı | Yes | 0 | - | Dependent Member | - | Kredi Komitesi Yedek Üyesi | |||
ABDÜLKADİR AKSU | Male | Member of the Board | Senior Government Official | 27/05/2019 | Non-Executive | Yönetim Kurulu Üyesi | - | Yes | 0 | A Grubu | Independent Member | - | Denetim Komitesi Üyesi, Kurumsal Yönetim Komitesi Üyesi | |||
ADNAN ERTEM | Male | Member of the Board | Senior Government Official | 28/10/2010 | Non-Executive | Board Member | Çalışma ve Sosyal Güvenlik Bakanlığı Bakan Yardımcısı | Yes | 0 | B Grubu | Dependent Member | - | Kredi Komitesi Yedek Üyesi - Ücretlendirme Komitesi Üyesi | |||
ŞAHİN UĞUR | Male | Member of the Board | Banker | 09/06/2017 | Non-Executive | Board Member | Yes | 0 | C Grubu | Dependent Member | - | Kredi Komitesi Üyesi | ||||
HAYDAR KEMAL KURT | Male | Member of the Board | Lawyer | 25/03/2022 | Non-Executive | Board Member | 0 | C Grubu | Independent Member | - | Ücretlendirme Komitesi Üyesi | |||||
ABDULLAH ERDEM CANTİMUR | Male | Member of the Board | Banker | 02/08/2023 | Non-Executive | Yönetim Kurulu Üyesi | Hazine ve Maliye Bakanlığı Bakan Yardımcısı | Yes | 0 | D | Independent Member | - | Kurumsal Yönetim Komitesi Üyesi | |||
SADIK YAKUT | Male | Member of the Board | Judge | 27/05/2019 | Non-Executive | Yönetim Kurulu Üyesi | Yes | 0 | - | Dependent Member | - | Denetim Komitesi Üyesi, Kurumsal Yönetim Komitesi Üyesi |
4.4. Meeting Procedures of the Board of Directors
|
||
Number of physical or electronic board meetings in the reporting period.
|
The Board of Directors have been gathered 63 times in 2023.
|
|
Director average attendance rate at board meetings
|
%98
|
|
Whether the board uses an electronic portal to support its work or not
|
Evet (Yes)
|
|
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
|
Depending on the number of the files sent to the Board of Directors? Affairs Department, the files are given collectively a couple of days before the meeting.
|
|
The name of the section on the corporate website that demonstrates information about the board charter
|
The relevant information has been given in the section of Investor Relations/ Corporate Governance/ Articles of Incorporation. The working principles of the Board of Directors are regulated in Articles 19, 20, 21, 22, 23 in the Articles of Association of our Bank.
|
|
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
|
There is no policy related with this. However, the shareholders allowed the Board of Directors to take other positions out of the Bank pursuant to the Article 396 of Turkish Commercial Code which is titled ?Prohibition of Competition? in the 69th General Assembly Meeting 2023.
|
|
4.5. Board Committees
|
||
Page numbers or section names of the annual report where information about the board committees are presented
|
2023 Integrated Annual Report Part: Committees
|
|
Link(s) to the PDP announcement(s) with the board committee charters
|
https://www.kap.org.tr/en/Bildirim/1180018
|
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 |
Denetim Komitesi (Audit Committee) | Abdülkadir Aksu | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Denetim Komitesi (Audit Committee) | Sadık Yakut | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Diğer (Other) | Credit Committee | Abdi Serdar Üstünsalih | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Credit Committee | Şahin Uğur | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Credit Committee | Mustafa Saydam | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Credit Committee | Cemil Ragıp Ertem | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Diğer (Other) | Credit Committee | Adnan Ertem | Hayır (No) | Yönetim kurulu üyesi (Board member) |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Sadık Yakut | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Abdullah Erdem Cantimur | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Abdülkadir Aksu | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Ali Tahan | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | Korhan Turgut | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) | |
Ücret Komitesi (Remuneration Committee) | Haydar Kemal Kurt | Hayır (No) | Yönetim kurulu üyesi (Board member) | |
Ücret Komitesi (Remuneration Committee) | Dr. Adnan Ertem | Hayır (No) | Yönetim kurulu üyesi (Board member) |
4.5. Board Committees-II
|
||
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)
|
Home Page / Investor Relations / Corporate Governance / Committees https://www.vakifbank.com.tr/committees.aspx?pageID=2528
|
|
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)
|
Home Page / Investor Relations / Corporate Governance / Committees https://www.vakifbank.com.tr/committees.aspx?pageID=2528
|
|
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)
|
In accordance with the Article 4.5.1 of Communiqué on Corporate Governance (II-17.1), Corporate Governance Committee carries out the duties of the Nomination Committee. Home Page / Investor Relations / Corporate Governance / Committees https://www.vakifbank.com.tr/committees.aspx?pageID=2528
|
|
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)
|
Audit Committee carries out the duties of early detection of risk committee. Home Page / Investor Relations / Corporate Governance / Committees https://www.vakifbank.com.tr/committees.aspx?pageID=2528
|
|
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)
|
Home Page / Investor Relations / Corporate Governance / Committees https://www.vakifbank.com.tr/committees.aspx?pageID=2528
|
|
4.6. Financial Rights
|
||
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)
|
2023 Integrated Annual Report Part: Our Financial Capital, Evaluation Of The Bank?s Financial Position, Profitability And Solvency
|
|
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
|
Home Page / Investor Relations / Corporate Governance / Policies / Remuneration Policy https://www.vakifbank.com.tr/Default.aspx?pageID=2789
|
|
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)
|
2023 Integrated Annual Report Part: Corporate Governance Principles Compliance Report, Monetary Benefits to the Board of Directors
|
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 |
Denetim Komitesi (Audit Committee) | %100 | %50 | 22 | 93 | |
Diğer (Other) | Credit Committee | %66,67 | %0 | 39 | 458 |
Kurumsal Yönetim Komitesi (Corporate Governance Committee) | %100 | %40 | 4 | 10 | |
Ücret Komitesi (Remuneration Committee) | %100 | %50 | 3 | 3 |