ACTIVITIES
CORPORATE GOVERNANCE
FINANCIAL INFORMATION AND RISK MANAGEMENT
89
INTRODUCTION
İŞBANK
ANNUAL REPORT 2012
On the other hand, the Audit Committee, established as required by the article 24 of the Banking Law, consists of Mrs. Füsun Tümsavaş
(Vice Chairman) and Prof. Dr. Savaş Taşkent (Member of the Board).
Within the framework of the related regulations, a special auditor may be elected by the General Assembly when necessary, for the
investigation of the subjects envisaged in the related regulations. İşbank’s Articles of Incorporation do not have a separate regulation for the
appointment of a special auditor. There has been no request to assign a special auditor during the related period.
4. General Shareholders’ Meetings
Regulations related to the General Shareholders’ Meetings are stated in the Articles of Incorporation, which is publicly disclosed and also
available on İşbank’s website. As per the related regulations, the agenda of Shareholders’ Meetings and other related issues are made
publicly available by means of disclosure on material events and internet before the Shareholders’ Meetings. In addition, İşbank’s annual
reports prepared for the Shareholders’ Meeting are also presented to the shareholders for their information and examination before the
General Shareholders’ Meeting. Besides shareholders, the representatives of related legal institutions who are entitled to attend General
Shareholders’ Meetings as per related regulations, attend the General Meetings.
İşbank held an Ordinary and an Extraordinary General Shareholders’ Meeting on 30.03.2012. Announcements, including the agenda of the
meeting and sample of proxy statement, were published on the Public Disclosure Platform, the Trade Registry Gazette, media and website
of İşbank within the legal periods. 71.07% and 71.48% of the shareholders were represented at the Ordinary and an Extraordinary General
Shareholders’ Meetings, respectively. Invitations to Shareholders’ Meetings are made within the framework of Capital Market Law and
the Turkish Commercial Code as well as the Articles of Incorporation of İşbank. Balance sheet, financial statement footnotes, independent
auditors’ report, bank auditors’ report, dividend distribution proposal of the Board of Directors and similar detailed information in the
annual reports are made available at branches of İşbank to the shareholders before the Shareholders’ Meetings within the legal time period
required by related regulations. Upon request, annual reports are provided to the shareholders before the General Shareholders’ Meetings.
At İşbank’s Shareholders’ Meetings, all shareholders have the right to express their opinions and ask questions on the subjects of the
agenda. Moreover, proposals regarding the agenda, which are put forward by shareholders at the Shareholders’ Meetings, are submitted to
the voting and approval of shareholders as per the legal procedures.
The Bank presented information to shareholders regarding the donations made in the period within the framework of the agenda of the
2012 annual meeting.
Minutes of the Shareholders’ Meetings are published on the Trade Registry Gazette. The aforementioned minutes can be obtained from the
related unit of İşbank and they are available on the Bank’s corporate website.
The actions required with respect to the decisions made at Ordinary and Extraordinary General Shareholders’ Meetings in 2012 were
performed.
At Isbank’s Extraordinary General Meeting held on March 30th, 2012, It was decided to change articles 5, 18, 19, 49, 58, 62 and provisional
article 17 of Isbank’s Articles of Incorporation. Isbank’s Private Meetings for Group A, B and C Shareholders were held on the same day on the
purpose of the ratification of the resolution made at Extraordinary General Meeting regarding the change in Article 5 of Isbank’s Articles of
Association.
Mr. Adnan Bali, Member of the Board of Directors and Chief Executive Officer of İşbank, has a duty as the Chairman of the Board of Türkiye
Sınai ve Kalkınma Bankası A.Ş. (TSKB), one of the Bank’s subsidiaries, within the framework of the consent of The General Assembly dated
30.03.2012 regarding the prohibition to trade with and compete against the company based on related regulations of Turkish Commercial
Code.
5. Voting and Minority Rights
There are explanations on the Bank’s capital structure, qualifications of shares and the rights on shares both in the Articles of Incorporation
and annual report and these explanations are submitted to the shareholders for their information.
Currently İşbank does not have any Board member elected by the minority shareholders. There is no prohibition for exercising voting rights
of the minority shareholders in the election of Board Members.
İşbank Group companies do not hold any share in İşbank.
6. Dividend Rights
İşbank’s dividend distribution principles are explained in detail in the Articles of Incorporation and as such the dividend distribution policy
is shared with the shareholders. İşbank’s dividend payment is made within the legal periods. The dividend distribution policy is available in
annual report and İşbank’s corporate website as well.
On the other hand, dividend distribution proposal of the Board of Directors is also published in the annual report, which is provided to
the shareholders prior to the annual Ordinary General Shareholders’ Meetings. Dividend distribution is a regular item on the agenda of
the General Shareholders’ Meeting and is presented for the approval of shareholders and implemented after the approval at General
Shareholders’ Meeting. The distribution of 2011 operating profit was made in line with the decisions taken at Ordinary General Shareholders’
Meeting held in 2012.
Corporate Governance Principles Compliance Report
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