Committees and Working Principles

The Audit Committee consists of at least two members, who do not have an executive position, elected from the members of the Board of Directors to assist the Board of Directors in carrying out auditing and surveillance activities. The Audit Committee is responsible for supervising the efficiency and adequacy of the internal systems of the bank on behalf of the Board of Directors and the functioning of these systems and accounting and reporting systems within the framework of the Banking Law and related regulations. It is also responsible for ensuring the integrity of the information produced, regularly monitoring the activities of the institutions that are selected and contracted by the Board of Directors and ensuring that the internal audit activities of the subsidiaries subject to consolidation are maintained and coordinated in accordance with the regulations in force in accordance with the Banking Law. The Audit Committee meets at least once every three months, or as the case may be, at the invitation of the chairman or one of its members. The date, time, place and agenda of the meeting will be determined by the chairman and the meeting agenda will be sent to the members 7 days before the date of the meeting.

The Corporate Management Committee consists of at least 2 members of the Board of Directors who do not have executive duties determined by the Board of Directors. Members elect a chairman from among themselves. The Corporate Management Committee meets at least once every three months, or as the case may be, at the invitation of the chairman or one of its members. The date, time, place and agenda of the meeting will be determined by the chairman and the meeting agenda will be sent to the members 7 days before the date of the meeting. The Corporate Management Committee’s task is to fulfil the following:

• To observe the compliance of the structures and processes related to corporate governance with the provisions of the existing legislation and the bank’s basic principles.
• To determine the framework of harmonization studies related to the subjects and practices for which incompatibility with these legislation and principles has been determined.
• To present proposals to the Board of Directors for an effective corporate governance structure.
• To lead the formation of institutional values and ethical rules, to support the related studies.
• To plan the resources for the implementation and compliance of the Corporate Governance Policy.
• To monitor the implementation of the frameworks and processes determined for the approval of periodic review, standards, policies, instructions and implementation procedures.
• To publish the Corporate Governance Principles in the bank’s website and to update them when necessary.
• To report to the Board of Directors the activities carried out as of the annual periods and the results of these activities.

Risk Committee consists of at least 2 members of the Board of Directors who do not have executive duties determined by the Board of Directors. Members elect a chairman from among themselves. Risk Committee meets at least once every three months, or as the case may be, at the invitation of the chairman or one of its members. The date, time, place and agenda of the meeting will be determined by the chairman and the meeting agenda will be sent to the members 7 days before the date of the meeting. Risk Committee’s task is to fulfil the following:

• Performing the tasks assigned as an internal control officer about risk management, internal control, and compliance under the provisions of the Regulation on Internal Systems and Internal Capital Adequacy Assessment Process of Banks,
• Establishing internal systems for risk management, internal control, and compliance; ensuring their effective, sufficient, and appropriate functioning,
• Reviewing the strategies, policies, regulations, and guidelines on the activities of internal systems units in its remit before submittal for the Board’s approval; ensuring their effective implementation and maintenance,
• Coordinating the internal systems units in its remit,
• Notifying the Board to make sure necessary measures are taken to timely address and eliminate the errors or shortcomings in the practices of the internal systems units in its remit, as spotted by the Banking Regulation and Supervision Agency or independent auditors; evaluating such errors or shortcomings to coordinate internal control activities in the areas where identical or similar errors and shortcomings may arise,
• Updating itself regarding the risk exposure of the Bank and the means of measuring and managing such risks,
• And making sure adequate capital is maintained vis-a-vis the risks exposed through designing, establishing, and guaranteeing the implementation of ICAAP.

The Nomination Committee consists of 3 members of the Board of Directors, at least 2 of whom have no executive duties, as determined by the Board of Directors. Members elect a chairman from among themselves. Nomination Committee members are appointed and dismissed by the Board of Directors. The Nomination Committee meets once a year or at the invitation of the chairman or one of the members, or as the case may be. The date, time, place and agenda of the meeting will be determined by the chairman and the meeting agenda will be sent to the members 7 days before the date of the meeting. It makes suggestions for the nominations to be made to the Board of Directors (representing KFH’s capital), the General Manager and the Vice General Manager positions to the Board of Directors.

The aim of the committee is to develop a transparent and regulated Wage Policy that ensures that the Board of Directors, CEO and Board of Directors’ remunerations are competitive and consistent with the bank’s culture, objectives and strategies. The Committee convenes at least once a year, preferably at the end of the year, to review the current system and determine the CEO, senior management and employee annual wages for the following year. In case of need, additional meetings are held in line with the requests of the Chairman of the Committee and other members. The date, time, place and agenda of the meeting are determined by the chairman and the invitation and the meeting agenda is sent to the members at least 7 days before the meeting date.

The Corporate Social Responsibility Committee is made up of at least two members of the Board of Directors, one of whom is the General Manager of the bank, as determined by the Board of Directors. The committee is authorized to determine the social responsibility projects that Kuveyt Turk will implement and to manage and make decisions about these projects. The Corporate Social Responsibility Committee shall carry out its work in accordance with the principles set forth in this regulation.

Credit Committee shall be constituted by the Board of Directors upon the terms and conditions to be set by the Banking Regulation and Supervision Agency and the provisions of the Banking Law.
Operating principals of Credit Committee shall be executed upon the permission of Banking Regulation and Supervision Agency.

Executive Committee consists of at least 3 members of the Board of Directors provided one of them must be General Manager of the Bank in order to supervise the performance of the business of the Bank and application of the resolutions of the Board of Directors. The Executive Committee is in charge of, and tasked with, the following:
a)       It performs all tasks assigned to it by the Board of Directors.
b)       It is authorized to decide on the execution of amicable agreements, debt write-off, and release (before or after NPL status) with customers, guarantors, pledgers, and/or other third parties in the capacity of a debtor for amounts over 1% of the Bank's equities, and provided such amounts do not exceed 10% of the Bank's equities (no matter what type of a transaction it is).
c)        It is in charge of making decisions on real estate, participation, procurement of inventory, participation in projects, partnerships, and investments the amount and value of which reach up to 10% of the Bank's equities.
d)       It conducts preliminary evaluation and presents it to the approval of the Board on all planned real estate purchases, participation, partnerships, and investments of over 10% of the Bank's equities.
e)       It is authorized to make decisions on any maintenance, repair, renovation works, as well as material, commodity, equipment, and service procurements the amount and value of which is up to 10% of the Bank's equities; to decide on annual expenditures not exceeding 10% of the Bank's equities within the budget approved by the Board, and to approve internal regulations in this regard.