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Corporate Governance Informatıon Form

YAPI VE KREDİ BANKASI A.Ş. CORPORATE GOVERNANCE INFORMATION FORM 2019 - ANNUAL NOTIFICATION

1. SHAREHOLDERS
1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year Conferences: 17 (attended), Roadshow: 14 (attended), Webcasts: 4 (organized) Analyst Days: 5 (organized), Investor Meetings: around 550, Teleconference: around 150
1.2. Right to Obtain and Examine Information
The number of special audit request(s) 0
The number of special audit requests that were accepted at the General Shareholders' Meeting -
1.3. General Assembly
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d) www.kap.org.tr
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time It is presented.
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 transaction.
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) There is no such transaction.
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) There is no such transaction.
The name of the section on the corporate website that demonstrates the donation policy of the company The principles related to the donations and grants to be made by the Bank are regulated in the Article 3 of the Bank's Articles of Association. The upper limit for the donations and grants is determined every year at the General Assembly and there is no other policy.
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved The declaration regarding the General Assembly meeting where the upper limit for donations and grants is approved: https://www.kap.org.tr/tr/Bildirim/748400
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting Article 16
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any The General Assembly was held open to the public, including stakeholders and the media without the right to speak. Some bank employees and some university students attended the General Assembly meeting held in 2019.
1.4. Voting Rights
Whether the shares of the company have differential voting rights No
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares. None
The percentage of ownership of the largest shareholder %40.95
1.5. Minority Rights
Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association No
If yes, specify the relevant provision of the articles of association None
1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy Investor Relations / Corporate Governance / Shareholders' Meeting
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 Agenda Article 8: According to the Board of Directors attached profit distribution proposal it is resolved with 7.567.253.293,27 TL acceptance votes against 388,63 rejection votes that; In accordance with the Banking Law, Capital Markets Law and related regulations, Article 20 of the Bank’s Articles of Association and Profit Distribution Policy; considering the Bank’s growth target within the sector, it’s long term strategy, domestic and international economic developments, that of the net profit for the accounting period TL 233.371.293,05 be reserved as general legal reserve, remaining TL 4.434.054.567,94 be set aside as extraordinary reserves.
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends www.kap.org.tr

General Assembly Meetings

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
18.03.2019 0 89,58% 0,01% 89,57% Investor Relations / Corporate Governance / Shareholders' Meeting Investor Relations / Corporate Governance / Shareholders' Meeting None 0 www.kap.org.tr
2. DISCLOSURE AND TRANSPARENCY
2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1. Investor Relations, About Yapı Kredi, Corporate Governance, Shareholders' Meeting, We Are Here For You.
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. Shareholding Structure: Investor Relations/ About Yapı Kredi/ Shareholding Structure
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 Board of Directors, Senior management, Independence Declarations
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 Board of Directors and 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 Board of Directors and 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 Legal Disclosures
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 Legal Disclosures
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 Legal Disclosures
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% Legal Disclosures
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 Human Resources, Corporate Social Responsibility
3. STAKEHOLDERS
3.1. Corporation’s Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy Investor Relations/ Corporate Governance
The number of definitive convictions the company was subject to in relation to breach of employee rights 203
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism) Ethics, Anti-Corruption and Conflict of Interest Manager
The contact detail of the company alert mechanism. 0 212 339 7353 / 0 212 339 7330 / 0 212 339 6039 Etik@yapikredi.com.tr , CikarCatismasi@yapikredi.com.tr , YolsuzluklaMucadele@yapikredi.com.tr
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. Internal regulations are not publicly available or accessible.
Corporate bodies where employees are actually represented There is an "Employee Relations Advisory Board" formed of representatives assigned by the Employer and the Union, which work to preserve labor peace and contribute to increasing productivity.
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 The backup plan in our Bank is made for all our top management, and appointments of General Manager and Assistant General Manager are carried out with the resolution of the Board of Directors.
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. The Bank's Human Resources and Organization Management carries out its operations in line with the principle of non-discrimination on the basis of race, gender, nationality, age, religion, political affiliation and physical disability and being respectful of privacy and civil rights. Job descriptions, performance and rewarding criteria are announced to all employees. Also, the document regarding the code of conduct applied in the Bank is available on the corporate website.
Whether the company provides an employee stock ownership programme (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. The Bank's Human Rights Statement on the corporate website guarantees employees in areas such as diversity, freedom of expression. Furthermore, all Bank employees are able to share any discomfort and complaints with regard to these matters, orally or in writing, to the code of conduct within the Compliance and Internal Control and to the Ethics, Fight Against Corruption and Conflict of Interest section.
The number of definitive convictions the company is subject to in relation to health and safety measures 2
3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics Investor Relations/ Corporate Governance
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. Investor Relations/ Corporate Governance, Sustainability
Any measures combating any kind of corruption including embezzlement and bribery The Bank's “Anti-Bribery and Anti-Corruption Policy" is included in the Investor Relations/Corporate Governance section of our website.
4. BOARD OF DIRECTORS-I
4.2. Activity of the Board of Directors
Date of the last board evaluation conducted -
Whether the board evaluation was externally facilitated No
Whether all board members released from their duties at the GSM Yes
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties Yıldırım Ali Koç /Chairman, Levent Çakıroğlu / Vice Chairman, Gökhan Erün / Executive Director and CEO
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board 14
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 Audit Committee’s Assessment on Internal Audit, Internal Control and Risk Management Systems
Name of the Chairman Yıldırım Ali Koç
Name of the CEO Gökhan Erün
If the CEO and Chair functions are combined: provide the link to the relevant PDP announcement providing the rationale for such combined roles -
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 -
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors -
The number and ratio of female directors within the Board of Directors 2 (%20)

Composition of Board of Directors*

Name, Surname of Board Member Whether Executive Director Or Not Whether Independent Director Or Not The First Election Date To Board 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 Whether The Director Has At Least 5 Years’ Experience On Audit, Accounting And/Or Finance Or Not
YILDIRIM ALİ KOÇ Non-executive Not independent director 31.03.2016   Not Applicable Not Applicable Yes
NICCOLO' UBERTALLI Non-executive Not independent director 16.02.2015   Not Applicable Not Applicable Yes
GÖKHAN ERÜN Executive Not independent director 15.01.2018   Not Applicable Not Applicable Yes
MARCO IANNACCONE Executive Not independent director 01.06.2019   Not Applicable Not Applicable Yes
CARLO VIVALDI Non-executive Not independent director 15.05.2009   Not Applicable Not Applicable Yes
LEVENT ÇAKIROĞLU Non-executive Not independent director 25.03.2015   Not Applicable Not Applicable Yes
AHMET FADIL ASHABOĞLU Non-executive Not independent director 28.09.2005   Not Applicable Not Applicable Yes
WOLFGANG MAG.SCHILK Non-executive Independent director 13.10.2016 Within the frame of article 6(3)a of the CMB's Corporate Governance Communiqué; As a member of the Audit Committee, he is considered an Independent Board Member. Not Applicable Not Applicable Yes
MIKRO DAVIDE GEORG BIANCHI Non-executive Not independent director 30.06.2015   Not Applicable Not Applicable Yes
GIANFRANCO BISAGNI Non-executive Not independent director 13.10.2016   Not Applicable Not Applicable Yes
AYKUT ÜMİT TAFTALI Non-executive Not independent director 31.03.2016   Not Applicable Not Applicable Yes
AHMET ÇİMENOĞLU Non-executive Independent director 18.03.2019 Within the frame of article 6(3)a of the CMB's Corporate Governance Communiqué; As a member of the Audit Committee, he is considered an Independent Board Member. Not Applicable Not Applicable Yes
GIOVANNA VILLA Non-executive Independent director 18.04.2016 www.kap.org.tr Considered No Yes
VİRMA SÖKMEN Non-executive Independent director 18.03.2019 www.kap.org.tr Considered No Yes

As of December 31, 2019. Members of the Bank’s Board of Directors Carlo Vivaldi, Mirko D. G. Bianchi, Gianfranco Bisagni, Giovanna Villa (Independent) and Marco Iannaccone (Executive Director) resigned from their duties as of February 5, 2020. With our Bank’s Board of Directors resolution dated February 5, 2020; it is resolved to provisionally elect Nevin İpek as a member.

4. BOARD OF DIRECTORS-II
4.4. Meeting Procedures of the Board of Directors
Number of physical board meetings in the reporting period (meetings in person) 11
Director average attendance rate at board meetings 86%
Whether the board uses an electronic portal to support its work or not No
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter In principle, it is presented within 7 days before the board of directors.
The name of the section on the corporate website that demonstrates information about the board charter 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.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors 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.
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented. Board of Directors and Committees
Link(s) to the PDP announcement(s) with the board committee charters Information on the working principles of the Board committees is available on the Bank's website.

Composition of Board Committees-I*

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
Audit Committee   Wolfgang Mag.Schilk Yes Board member
Audit Committee   Giovanna Villa No Board member
Audit Committee   Ahmet Çimenoğlu No Board member
Corporate Governance Committee   Mirko D. G. Bianchi No Board member
Corporate Governance Committee   Virma Sökmen No Board member
Corporate Governance Committee   M. Erkan Özdemir No Not board member
Corporate Governance Committee   Massimo Francese No Not board member
Remuneration Committee   Niccolò Ubertalli No Board member
Remuneration Committee   Levent Çakıroğlu No Board member
Other Credit Committee Gökhan Erün Yes Board member
Other Credit Committee Marco Iannaccone No Board member
Other Credit Committee Ahmet Çimenoğlu No Board member
Other Credit Committee Wolfgang Mag.Schilk No Board member
Other Executive Committee Gökhan Erün Yes Board member
Other Executive Committee Marco Iannaccone No Board member
Other Executive Committee Albert Angersbach No Not board member
Other Executive Committee Massimo Francese No Not board member
Other Executive Committee Erhan Adalı No Not board member
Other Executive Committee Serkan Ülgen No Not board member
Other Executive Committee Arif Ö. İsfendiyaroğlu No Not board member
Other Executive Committee Hakan Alp No Not board member
Other Executive Committee A. Cahit Erdoğan No Not board member
Other Executive Committee Saruhan Yücel No Not board member

* As of December 31, 2019. Mirko D. G. Bianchi, Giovanna Villa, Marco Iannaccone, Massimo Francese and Albert Angersbach, who resigned all positions from the Bank as of February 5, 2020, also ended the positions on the committees on February 5, 2020. In addition, Our Bank’s Board of Director members Niccolò Ubertalli and Wolfgang Mag. Schilk resigned from their duties on the committees as of February 20, 2020.

4. BOARD OF DIRECTORS-III
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) Board of Directors; Audit Committee
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) Board of Directors; Corporate Governance Committee
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) There is no Nomination Committee. The tasks related to this committee are provided by the Corporate Governance Committee. Annual Report: Board of Directors; Corporate Governance Committee
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) The Audit Committee and the Executive Committee also carry out the duties of the early detection of risk committee. Annual Report: Board of Directors; Executive Committee Members
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) Board of Directors; Remuneration Committee
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) Message from the Chairman, Message from the CEO, Report of the Board of Directors
Specify the section of website where remuneration policy for executive and non-executive directors are presented. Investor Relations/ Corporate Governance
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) Financial Statements Chapter fifth footnote no:7.2.

Composition of Board Committees-II

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
Audit Committee   100% 100% 45 45
Corporate Governance Committee   50% 50% 2 1
Remuneration Committee   100% 0% 2 1
Other Credit Committee 50% 0% 41 4
 
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