• Profile
  • TSKB in Brief
  • TSKB's Subsidiaries
  • Products and Services Of TSKB
• Performance
  • Value Creation
  • Awards & Recognitions
  • CEO's Assessment
• Approach
  • TSKB's Sustainable Banking Strategy
  • TSKB's Sustainability Priorities
• Dialogue
  • TSKB and Stakeholder Engagement
  • TSKB's Stakeholders
  • 2010 Stakeholder Dialogue Highlights
• Sustainability and Environmental Issues
  • Sustainable Banking at TSKB
  • Sustainable Banking Performance: the Economic Dimension
  • The Renewable Energy Sector and TSKB
  • TSKB Energy Index
  • TSKB, Climate Change, and the Environment
  • TSKB's Efforts on Behalf of Sustainability and the Environment
  • Who Wouldn't Want to Be Sustainable?
  • ISO 14001 Certification
  • The Structure of the TSKB Environmental Management Team
  • TSKB's Environment Policy
  • TSKB's Environmental Impact
  • Sustainable Banking Performance: the Environmental Dimension
  • Developments in External Environmental Impact
• Corporate Governance
  • Absolute Compliance With Laws and Regulations
  • TSKB's Corporate Governance Structure
  • Compliance With Corporate Governance Principles
  • Risk Management at TSKB
  • Prevention of Money-Laundering and the Financing of Terrorism
  • Relations with Suppliers
• People
  • Human Resources and the Workplace at TSKB
  • The TSKB Performance Management System
  • TSKB Compensation and Reward System
  • TSKB Human Resources Structure
  • Human Rights and Employee Rights at TSKB
  • Competency Development and Training
  • Health and Safety at TSKB
  • Commuting By Sea
  • Internal Communication at TSKB
• The Community
  • Social Responsibility at TSKB
  • "Environment: Our Priority": Past and present
  • The NGOs that TSKB Collaborates with
• Summarized TSKB Goals and Performance
• Appendices
  • About This Report
  • Statement GRI Application Level Check
  • Global Reporting Initiative Cross Index
  • Online Sustainability
  • Imprint
  • Communication and Service Channels

TSKB’S CORPORATE GOVERNANCE STRUCTURE

TSKB’s Board of Directors

TSKB’s Board of Directors consists of eleven members. This number is deemed to be sufficient to allow the board’s activities to be effectively organized and carried out. Ten of the board’s members have no executive duties. (The only member of the board who is involved in the conduct of the Bank’s day-to-day business is the Chief Executive Officer.)

The functions of chairman of the board and CEO are performed by different persons. The chairman of the board has no executive duties.

There are no real-person ultimate controlling shareholders at TSKB. In view of this fact, every member of the board of directors has the advantage of being able to act with complete independence and to make impartial decisions that hold the interests of the Bank and its stakeholders above everything else.

In the fulfillment of its decision-making functions, the TSKB Board of Directors is always guided by these fundamental considerations:

• Maximizing the Bank’s market value as much as possible
• Conducting the Bank’s activities in such a way as to achieve long-term, consistent earnings for its shareholders
• Maintaining a precise balance between shareholders and the Bank’s need to pursue growth.

TSKB’s strategic goals are determined by the Bank’s management taking the following matters into account:

• The demands of competition
• The overall economic climate
• General expectations as to national and international financial markets
• The Bank’s medium- and long-term objectives.

Having determined these goals, management submits them to the board of directors for their opinion and approval. All aspects of all strategies and targets which are submitted for the board’s consideration are comprehensively discussed before being approved. The degree to which the Bank complies with such strategies and targets is reviewed at board meetings; at monthly intervals, the Bank’s activities, financial structure, and performance are reviewed and assessed.

To ensure that its duties of oversight and audit are fulfilled effectively and consistently, the board of directors meets regularly but not less often than once a month.

The topics discussed at board meetings consist essentially of the Bank’s activities, the degree to which approved budgets and targets are being fulfilled, the Bank’s position in the sector, its financial structure and performance, and the degree to which its reporting and activities are in compliance with international standards.

The sustainable banking strategy that represents the totality of TSKB’s financial, environmental, and social responsibility policies is determined in its main outline by the board of directors.

TSKB directors receive no compensation other than their monthly meeting attendance fee.

Employees and shareholders can provide recommendation or direction to the Board of Directors through the General Secretariat of the Bank.

The TSKB Board of Directors (as of September 2011)
Adnan Bali, Chairman Mehmet Şencan, Vice Chairman H. Fevzi Onat, Member & CEO M. Baran Tuncer, Member Yavuz Canevi, Member Burhanettin Kantar, Member Murat Bilgiç, Member Kemal Serdar Dişli, Member Uygar Şafak Öğün   , Member Mehmet Coşkun Cangöz, Member Yonca Koçak, Member

TSKB’s CEO and senior management
TSKB’s CEO is invested with the fullest authority and responsibility with respect to the management, control, and coordination of the Bank’s day-to-day affairs. He is assisted by seven Executive Vice Presidents, each of which is responsible for a specific aspect of the Bank’s business. TSKB’s senior management consists entirely of the CEO and these assistants.

TSKB Senior Management (as of September 2011)

H. Fevzi Onat, Member & Chief Executive Officer Orhan Beşkök, Senior Executive Vice President* Şeniz Yarcan, Senior Executive Vice President* Burak Akgüç, Executive Vice President Ömer Eryılmaz, Executive Vice President Çiğdem İçel, Executive Vice President Ufuk Bala Yücel, Executive Vice President (*) As of 1 January 2011, Orhan Beşkök and Şeniz Yarcan were promoted to Senior Executive Vice President.

The TSKB Audit Committee
As required by article 24 of the Banking Law, TSKB has an Audit Committee that is part of its board of directors and whose membership consists of three non-executive directors.

The TSKB Senior Risk Committee
The TSKB Senior Risk Committee consists of three members who are responsible for preparing the risk management strategies and policies which the Bank will follow, for submitting them to the board of directors for its approval, and for overseeing their implementation. This committee represents the TSKB Risk Management Group before the board of directors.

Detailed information about risk management at TSKB is presented beginning under the section Risk Management at TSKB.

The TSKB Environmental Management Team
The TSKB Environmental Management Team (EMT) is responsible for the continuity of the Bank’s environment management system (EMS). The foundations of the EMT were laid in the EMS Working Group that was formed in 2005. This group’s membership originally consisted of representatives from different TSKB units and the group eventually involved into an EMS Project Team. With the establishment of the Bank’s EMS, the same team assumed duties as the TSKB Environmental Management Team.

The EMT’s activities are coordinated by the TSKB Environmental Management Representative, who reports directly to the Bank’s CEO.

The TSKB Corporate Governance Committee
Taking CMB rules and regulations into account, the TSKB Corporate Governance Committee was set up to assist the TSKB Board of Directors in achieving compliance with corporate governance principles. Its formation was approved at a board meeting held on 30 September 2009. The TSKB Corporate Governance Committee consists of two non-executive directors. The committee is required to convene at least four times a year.