92
İŞBANK
ANNUAL REPORT 2012
Duties of the Board members in İşbank Group and in other companies are presented below.
Board Members
Duties in İşbank Group Companies
(*)
Other Duties
H. Ersin Özince
- Chairman of the Board of T. Şişe ve Cam Fabrikaları
A.Ş.
- Chairman of the Board of Türkiye İş Bankası A.Ş. Members’
Supplementary Pension Fund
- Member of the TEMA Foundation
- Member of Institut International d’Etudes Bancaires
- Member of the Institute of International Finance
- Member of the Board of Trustees of Bilkent University
- Member of Darüşşafaka Association and High Advisory Board
- Member of Global Relations Forum
Füsun Tümsavaş
----
- Vice Chairman of the Board of Türkiye İş Bankası A.Ş. Members’
Supplementary Pension Fund
Adnan Bali
- Chairman of the Board of İşbank Russia
- Chairman of the Board of İşbank Germany
- Chairman of the Board of Industrial Development
Bank of Turkey (TSKB)
- Member of the Board of İşbank Batumi/Georgia
Branch
- Member of the Board of Vehbi Koç Foundation
- Member of Darüşşafaka Association, Member of the Board of
Trustees
- Member of Turkish Industry and Business Association (TÜSİAD)
- Member of Istanbul Foundation for Culture and Arts (İKSV)
- Member of Turkish Finance Managers Association (Finans Kulüp)
- Member of the Institute of International Finance
- Member of the Board of Trustees of TEMA Foundation
Prof. Dr. Savaş Taşkent ----
- Professor in İstanbul Technical University (Visiting professor)
Hasan Koçhan
----
----
Aynur Dülger Ataklı
----
----
Mehmet Mete Başol
----
- Independent Member of the Board of Anadolu Efes Biracılık ve Malt
San. A.Ş. and Member of the Committee Responsible for Audit
- Independent Member of the Board of Coca Cola İçecek A.Ş. and
Head of Committee Responsible for Audit
- Member of the Board of Dedeman Gayrimenkul Geliştirme A.Ş.
- Member of the Board of Dedeman Holding A.Ş.
- Member of the Board of Dedeman Turizm Yönetimi A.Ş.
-Mehmet Mete Başol Şahıs Firması
Mustafa Kıcalıoğlu ----
----
Aysel Tacer
-Member of the Board of Türkiye İş Bankası A.Ş. Members’
Supplementary Pension Fund
Hüseyin Yalçın
----
----
Murat Vulkan
----
----
(*)
Only the branches and subsidiaries of İşbank, the parent company of İşbank Group, have been considered.
16. Fundamentals of the Functions of the Board of Directors
The Board meetings are, as per the Articles of Incorporation, held at least once a month, yet interimmeetings might be held in case of
need. Meeting agendas are prepared in accordance with the proposals of Head Office departments. Moreover, various reports requested by
the Board of Directors from the Bank management and off the agenda topics put forward by the Board members are discussed during the
meetings. Meeting agenda and related documents are delivered to the Board members and auditors before the meetings according to the
principles determined by the Board.
All the discussions during the Board meetings are recorded in the minutes of the Board meetings. As per article 28 of the Articles of
Incorporation, the minutes of the Board meetings were recorded to the Board Record Book, but within the framework of the change in
regulations, starting from 11 June 2008 separate record books are being kept for the Board Resolutions and the minutes of the Board
meetings. When there is a dissenting opinion on an item at the Board meetings, the related dissenting vote is recorded to the Board Record
Book and in case a written argument for the dissent is presented to the Board, the related written statement is submitted to the Auditors.
Each Board member has one vote and the Board members do not have any weighted voting rights and/or veto rights.
13 Board meetings were held in 2012. Full participation is generally achieved at the meetings and all the decisions are made in accordance
with resolution quorummentioned in Articles of Incorporation. In 2012, all meetings were held by full participation. 523 pages of meeting
minutes were taken for the Board meetings in 2012. 748 resolutions were made both during the meetings and by examining files.
17. Number, Structure and Independency of the Committees Established within the Board
The administrative and organizational structuring required by the Banking Law Nr. 5411 and related legislation, exists in İşbank. A member
of the Board can be appointed to more than one committee within the framework of the related regulation.
Corporate Governance Principles Compliance Report
1...,84,85,86,87,88,89,90,91,92,93 95,96,97,98,99,100,101,102,103,104,...300