Corporate Governance Committee

In accordance with Capital Market Legislation, checking whether the Corporate Governance
Principles are complied with, and if not, determining the reasons for not applying them, advising the
Board of Directors on improvement and carrying out activities to fulfill the duties of the Nomination
Committee under the relevant Communiqué of CMB.

Within the frame of the CMB Communiqué no. II-17.1 on Corporate Governance that is currently in force, the Committee:

  • Monitors whether corporate governance principles are implemented at the Bank, determines the grounds for non-implementation, if applicable, as well as any potential conflicts of interest arising from failure to fully comply with these principles, and presents suggestions to the Board of Directors for the improvement of corporate governance practices,
  • Oversees the activities of the Investor Relations Department,
  • Evaluates the proposed nominees for independent Board membership, including those of the management and investors, considering whether the nominees fulfill the independence criteria, and presents its assessment report to the Board of Directors for approval,
  • Makes an assessment for election of independent members to the seats vacated due to a situation that eradicates independence and the resignation of a Board member who loses his independence, so the temporarily elected members,
  • Works to create a transparent system for the identification, evaluation and training of nominees who are appropriate 
for the Board of Directors and managerial positions with administrative responsibility, and to determine related policies and strategies,
  • Makes regular assessments about the structure and efficiency of the Board of Directors, and presents suggested changes to the Board of Directors.

Meeting Frequency: It meets at least twice a year. If appropriate, it can be collected outside this period.
Number of Meetings in 2019: 2

 

Committee Members

Member Title Committee Role
Javier Bernal Dionis Board Member Member
Jorge Saenz Azcunaga Carranza Vice Chairman, Independent Board Member President
Sema Yurdum Board Member Member
Handan Saygın Investor Relations SVP Member