ACTIVITIES
CORPORATE GOVERNANCE
FINANCIAL INFORMATION AND RISK MANAGEMENT
95
INTRODUCTION
İŞBANK
ANNUAL REPORT 2012
Remuneration Committee
As per the resolution of the Board of Directors, dated 29.12.2011, Nr. 38038, Remuneration Committee has been established for the
purpose of executing functions and activities related to monitoring and controlling remuneration policies of the Bank on behalf of Board of
Directors. The Committee has two members; Mr. H. Ersin Özince, the Chairman of the Board, was elected as the Chairman of the Committee
and Prof. Dr. Savaş Taşkent was elected as the member of the Committee.
The Committee holds meetings at least twice a year provided that six month period is not exceeded and informs the Board of Directors on
the results of its own activities and its opinions on other important issues.
Remuneration Committee is responsible for monitoring and controlling policies related to remuneration management on behalf of Board
of Directors within the context of compliance to BRSA Corporate Governance Principles; providing that remuneration is in compliance with
the Bank’s ethical values, internal balances and strategic goals. The Committee is also responsible for evaluating remuneration policy and
its implementations within the framework of risk management; submitting the proposals to Board of Directors that are in line with the
necessities after examining remuneration policy, as well as officiating other responsibilities in accordance with relevant legislations and
tasks assigned by the Board of Directors within this framework.
18. Risk Management and Internal Control
As per article 29 of the Banking Law, banks are obliged to establish and operate adequate and efficient internal control, risk management
and internal audit systems that are in harmony with the scope and structure of their activities, that can respond to changing conditions and
that cover all their branches and participations subject to consolidation in order to monitor and control the risks that they encounter. Internal
controlling activities carried out by the Bank’s employees with the awareness of responsibility, are controlled and monitored by the Internal
Control Division and the internal control personnel who report to the Board of Directors. Risk management activities are performed by the
Risk Management Division and personnel who report to the Board of Directors. Furthermore, banks have to establish internal audit systems
that involve all their units, branches and participations subject to consolidation. In this context, bank inspectors investigate the compliance
of the banking activities to the legislation, articles of association, internal regulations and banking principles.
İşbank’s internal audit, risk management and internal control systems have been established in accordance with the principles and
organization structures as required by domestic regulations in parallel with the best international practices. The units constituting the
internal systems are the Board of Inspectors, Internal Control, Risk Management and Corporate Compliance Divisions. The units constituting
the internal systems work under the Board of Directors. The effectiveness of the activities of the aforementioned units is monitored by the
Audit Committee and the Board of Directors.
Corporate Compliance Division works under the Board of Directors through the Audit Committee on issues regarding the regulation
and compliance and along with prevention of laundering of criminal proceeds and finance of terror. The basic objective of the corporate
compliance practices is to make the maximum contribution to ensure that the compliance risk at the Bank is managed effectively and as
targeted, thus kept under control and within this framework, the structure and implementation of the Bank’s operations are carried out
constantly in accordance with the rules, regulations and standards. In addition, the Corporate Compliance Division, which is also responsible
for the coordination of duties and activities related with compliance and compliance risk, has a mutual communication and cooperation with
other related Divisions and employees.
19. Strategic Goals of the Bank
The vision and objectives of İşbank were approved by the Board of Directors and disclosed to public via the Bank’s website. In this context,
İşbank’s vision is to be the most preferred bank in Turkey by customers, shareholders and employees by maintaining its leading, pioneering
and reliable position. İşbank’s mission, in general, is described as meeting the needs of its customers with fast, efficient and high standard
solutions, increasing the value it created for its shareholders constantly and encouraging employees for the maximum performance. The
Board of Directors regularly monitors and supervises the performance of the Bank in terms of achieving the strategic goals. The Business
Programme that includes the yearly objectives formed according to the general strategic goals, comes into effect after approval by the
Board of Directors. The quarterly performance of the Bank in comparison with the objectives is reported comprehensively to the Board of
Directors.
20. Remuneration
İşbank carries out its activities regarding remuneration policies within the framework of the related banking regulation.
Monthly remunerations of the Board members are determined annually at İşbank’s General Shareholders’ Meetings and disclosed to the ISE.
On the other hand, restrictions related with the loans to be extended by İşbank to the Board members and employees are defined in article
50 of the Banking Law. In this context, İşbank does not extend loans to its Board members and employees other than those allowed by the
law.
As for the remuneration of the Board of Directors; article 58 of İşbank’s Articles of Incorporation contains the following expression: “After
the legal and extraordinary reserves fund and the first dividend have been allocated from the net profit, 0.25% of the remaining balance is
distributed among the members of the Board of Directors and the Chief Executive Officer equally.”
Corporate Governance Principles Compliance Report
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