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Corporate Governance Compliance Reports

 Company Compliance StatusExplanation
 YesPartialNoExemptedNot Applicable
1.1. FACILITATING THE EXERCISE OF
SHAREHOLDER RIGHTS
1.1.2 - Up-to-date information and disclosures which may affect the exercise of shareholder rights are available to investors at the corporate website. X          
1.2. RIGHT TO OBTAIN AND
REVIEW INFORMATION
1.2.1- Management did not enter into any transaction that would complicate the conduct of special audit. X          
1.3. GENERAL ASSEMBLY
1.3.2 -The company ensures the clarity of the General Assembly agenda, and that an item on the agenda does not cover multiple topics. X          
1.3.7- Insiders with privileged information have informed the board of directors about transactions conducted on their behalf within the scope of the company's activities in order for these transactions to be presented at the General Shareholders' Meeting.         X No notification was made regarding such a transaction.
1.3.8 - Members of the board of directors who are concerned with specific agenda items, auditors, and other related persons, as well as the officers who are responsible for the preparation of the financial statements were present at the General Shareholders' Meeting. X          
1.3.10 - The agenda of the General Shareholders' Meeting included a separate item detailing the amounts and beneficiaries of all donations and contributions.   X       Information on significant donations was provided in the agenda of the General Assembly.
1.3.11 - The General Shareholders' Meeting was held open to the public, including the stakeholders, without having the right to speak. X          
1.4. VOTING RIGHTS
1.4.1-There is no restriction preventing shareholders from exercising their shareholder rights. X          
1.4.2-The company does not have shares that carry privileged voting rights. X          
1.4.3-The company withholds from exercising its voting rights at the General Shareholders' Meeting of any company with which it has cross-ownership, in case such cross-ownership provides management control.         X There is no cross-ownership.
1.5. MINORITY RIGHTS
1.5.1- The company pays maximum diligence to the exercise of minority rights. X          
1.5.2-The Articles of Association extend the use of minority rights to those who own less than one twenthieth of the outstanding shares, and expand the scope of the minority rights.     X     Minority rights are not vested by the Articles of Association in shareholders holding less than one twentieth of the capital and rights are vested within the framework of the general regulations in the legislation.
1.6. DIVIDEND RIGHT
1.6.1 -The dividend policy approved by the General Shareholders' Meeting is posted on the company website. X          
1.6.2-The dividend distribution policy comprises the minimum information to ensure that the shareholders can have an opinion on the procedure and principles of dividend distributions in the future. X          
1.6.3 - The reasons for retaining earnings, and their allocations, are stated in the relevant agenda item. X          
1.6.4 - The board reviewed whether the dividend policy balances the benefits of the shareholders and those of the company.            
1.7. TRANSFER OF SHARES
1.7.1 - There are no restrictions preventing shares from being transferred. X          
2.1. CORPORATE WEBSITE
2.1.1.-The company website includes all elements listed in Corporate Governance Principle 2.1.1. X          
2.1.2-The shareholding structure (names, privileges, number and ratio of shares, and beneficial owners of more than 5% of the issued share capital) is updated on the website at least every 6 months. X          
2.1.4 -The company website is prepared in other selected foreign languages, in a way to present exactly the same information with the Turkish content.   X       The website which is also prepared in English other than Turkish is significantly compatible with the Turkish language.
2.2. ANNUAL REPORT
2.2.1-The board of directors ensures that the annual report represents a true and complete view of the company's activities. X          
2.2.2 - The annual report includes all elements listed in Corporate Governance Principle 2.2.2. X          
3.1. CORPORATION'S POLICY ON
STAKEHOLDERS
3.1.1- The rights of the stakeholders are protected pursuant to the relevant regulations, contracts and within the framework of bona fides principles. X          
3.1.3-Policies or procedures addressing stakeholders' rights are published on the company's website. X          
3.1.4 - A whistleblowing programme is in place for reporting legal and ethical issues. X          
3.1.5-The company addresses conflicts of interest among stakeholders in a balanced manner. X          
3.2. SUPPORTING THE PARTICIPATION
OF THE STAKEHOLDERS IN THE
CORPORATION'S MANAGEMENT
3.2.1-The Articles of Association, or the internal regulations (terms of reference/manuals), regulate the participation of employees in management. X          
3.2.2 - Surveys/other research techniques, consultation, interviews, observation method etc. were conducted to obtain opinions from stakeholders on decisions that significantly affect them. X          
3.3. HUMAN RESOURCES POLICY
3.3.1- The company has adopted an employment policy ensuring equal opportunities, and a succession plan for all key managerial positions. X          
3.3.2-Recruitment criteria are documented. X          
3.3.3 - The company has a policy on human resources development, and organises trainings for employees. X          
3.3.4-Meetings have been organised to inform employees on the financial status of the company, remuneration, career planning, education and health. X          
3.3.5 - Employees, or their representatives, were notified of decisions impacting them. The opinion of the related trade unions was also taken. X          
3.3.6 - Job descriptions and performance criteria have been prepared for all employees, announced to them and taken into account to determine employee remuneration. X          
3.3.7 - Measures (procedures, trainings, raising awareness, goals, monitoring, complaint mechanisms) have been taken to prevent discrimination, and to protect employees against any physical, mental, and emotional mistreatment. X          
3.3.8 - The company ensures freedom of association and supports the right for collective bargaining. X          
3.3.9 - A safe working environment for employees is maintained. X          
3.4. RELATIONS WITH CUSTOMERS
AND SUPPLIERS
3.4.1-The company measured its customer satisfaction, and operated to ensure full customer satisfaction. X          
3.4.2-Customers are notified of any delays in handling their requests. X          
3.4.3 - The company complied with the quality standards with respect to its products and services. X          
3.4.4 - The company has in place adequate controls to protect the confidentiality of sensitive information and business secrets of its customers and suppliers. X          
3.5. ETHICAL RULES AND SOCIAL
RESPONSIBILITY
3.5.1-The board of the corporation has adopted a code of ethics, disclosed on the corporate website. X          
3.5.2-The company has been mindful of its social responsibility and has adopted measures to prevent corruption and bribery. X          
4.1. ROLE OF THE BOARD OF DIRECTORS
4.1.1 - The board of directors has ensured strategy and risks do not threaten the long-term interests of the company, and that effective risk management is in place. X          
4.1.2 - The agenda and minutes of board meetings indicate that the board of directors discussed and approved strategy, ensured resources were adequately allocated, and monitored company and management performance. X          
4.2. ACTIVITIES OF THE BOARD OF
DIRECTORS
4.2.1-The board of directors documented its meetings and reported its activities to the shareholders. X         The Board of Directors' resolutions, which are required to be disclosed to the public within the framework of the regulations in force except for those not disclosed to the public within the scope of banking secrecy, are disclosed at KAP.
4.2.2-Duties and authorities of the members of the board of directors are disclosed in the annual report. X          
4.2.3-The board has ensured the company has an internal control framework adequate for its activities, size and complexity. X          
4.2.4-Information on the functioning and effectiveness of the internal control system is provided in the annual report. X          
4.2.5 - The roles of the Chairman and Chief Executive Officer are separated and defined. X          
4.2.7 - The board of directors ensures that the Investor Relations department and the corporate governance committee work effectively. The board works closely with them when communicating and settling disputes with shareholders. X          
4.2.8 - The company has subscribed to a Directors and Officers liability insurance covering more than 25% of the capital.   X       Damages caused by the defects of board members during their duties are insured but as stated in the Communiqué on Corporate Governance Principles, the insurance amount is not determined in excess of 25% of the Bank's capital.
4.3. STRUCTURE OF THE BOARD OF
DIRECTORS
4.3.9-The board of directors has approved the policy on its own composition, setting a minimal target of 25% for female directors. The board annually evaluates its composition and nominates directors so as to be compliant with the policy.     X     No target rate and target time have been determined yet in relation to the rate of female members in the Board of Directors but the rate of female members in the Board of Directors of the Bank was 14% in 2019.
4.3.10-At least one member of the audit committee has 5 years of experience in audit/accounting and finance. X          
4.4. BOARD MEETING PROCEDURES
4.4.1-Each board member attended the majority of the board meetings in person. X          
4.4.2-The board has formally approved a minimum time by which information and documents relevant to the agenda items should be supplied to all board members.   X       Although there is no such definition in this direction, the information and documents related to the topics on the agenda sent to members before a reasonable period of time.
4.4.3 - The opinions of board members that could not attend the meeting, but did submit their opinion in written format, were presented to other members.         X Although there is a possibility to present an opinion, there has been no notification made by the board members who could not attend the meeting.
4.4.4-Each member of the board has one vote.          
4.4.5-The board has a charter/written internal rules defining the meeting procedures of the board.     X     Although there have been consistently sustained processes in our Company for many years how the board meetings are held, but there is no written internal regulations regarding the issue.
4.4.6-Board minutes document that all items on the agenda are discussed, and board resolutions include director's dissenting opinions if any. X          
4.4.7-There are limits to external commitments of board members. Shareholders are informed of board members' external commitments at the General Shareholders' Meeting.   X       No limits are introduced for the Members of the Board of Directors preventing them from assuming duties outside the company due to the fact that their sectoral and business experience makes a significant contribution to the Board of Directors. CV of our board members are included in our annual report.
4.5. BOARD COMMITTEES
4.5.5-Board members serve in only one of the Board's committees.     X     The appointment of the Members of the Board of Directors in committees is performed by taking into consideration their knowledge and experience and in line with the relevant legislation and some Members of the Board of Directors are appointed to more than one committee. However, those members who assume duties in more than one committee ensure communication and increase cooperation opportunities among committees that work in related matters.
4.5.6 - Committees have invited persons to the meetings as deemed necessary to obtain their views.          X In accordance with the working principles of the committees, the committees may make use of the opinions of the independent experts/professionals, if needed. During the past year, no such request was brought up by the committees.
4.5.7-If external consultancy services are used, the independence of the provider is stated in the annual report.         X  
4.5.8-Minutes of all committee meetings are kept and reported to board members. X          
4.6. FINANCIAL RIGHTS
4.6.1-The board of directors has conducted a board performance evaluation to review whether it has discharged all its responsibilities effectively.     X     No specific study has been carried out for performance assesment at the board level.
4.6.4-The company did not extend any loans to its board directors or executives, nor extended their lending period or enhanced the amount of those loans, or improve conditions thereon, and did not extend loans under a personal credit title by third parties or provided guarantees such as surety in favour of them. X          
4.6.5-The individual remuneration of board members and executives is disclosed in the annual report.     X     Remunerations made to the Members of the Board of Directors and to the executives with administrative responsibilities are collectively and publicly disclosed in the footnotes of the financial statements and Ordinary General Assembly in line with the general practice.
 
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