Information on the Board of Directors, Its Committees, and Meetings

Board of Directors

The Bank is administered and represented by the Board of Directors. Within the framework of the Bank's vision, mission, policies and strategies, the Board of Directors takes decisions on all matters related to the Bank's field of activity that are not exclusively reserved to the authority of the General Assembly or other bodies in accordance with the Banking Law, the Turkish Commercial Code, the Articles of Association and other applicable legislation and regulations. The Board of Directors approves internal regulations that constitute policy documents, ensures that its decisions are implemented through the Bank's authorized Units and Committees, and oversees the effective execution and supervision of such decisions. Through its governance function, the Board of Directors ensures that the Bank's activities are conducted in line with legal requirements, corporate policies and strategic objectives, while supporting sustainable growth, sound risk management and effective internal control practices.

Credit Committee

In order to fulfil the duties assigned by the Board of Directors regarding lending activities, a Credit Committee is established consisting of at least two members selected from among the members of the Board of Directors who meet the qualifications required for the Chief Executive Officer (excluding the experience requirement), together with the Chief Executive Officer of the Bank. Two alternate members are also selected from among the members of the Board of Directors who meet the qualifications required for the Chief Executive Officer (excluding the experience requirement) to serve in place of any Credit Committee member who is unable to attend a meeting. The Board of Directors may also delegate its authority regarding loan approvals to the Credit Committee or to the Head Office.

Duties of the Credit Committee

The Credit Committee is responsible for performing the duties and exercising the authorities defined under the Banking Law, the Articles of Association and the regulations issued by the Banking Regulation and Supervision Agency (BRSA). Within the scope of the authority delegated by the Board of Directors, the Credit Committee is authorized to approve loans and take decisions related to lending activities. The Credit Committee also performs other duties assigned by the Board of Directors regarding credit processes.

Audit Committee

In order to support the fulfilment of audit and oversight functions, the Board of Directors appoints at least two non-executive members of the Board, who meet the qualifications determined by the Banking Regulation and Supervision Agency (BRSA), to serve on the Audit Committee.

Duties of the Audit Committee

The Audit Committee is responsible for performing the duties, exercising the authorities and fulfilling the responsibilities defined under the Banking Law and the regulations issued by the Banking Regulation and Supervision Agency (BRSA). In accordance with the Regulation on the Compliance Program Regarding Obligations on the Prevention of Laundering Proceeds of Crime and Financing of Terrorism, issued pursuant to the Law on the Prevention of Laundering Proceeds of Crime, the Audit Committee oversees the implementation of the Compliance Program and fulfils the duties, authorities and responsibilities defined in the relevant legislation concerning these matters. The Audit Committee contributes to strengthening the effectiveness of internal control, internal audit, risk management and compliance functions, ensuring that the Bank's activities are conducted in accordance with applicable legislation, internal policies and corporate governance principles.

Remuneration Committee

The Remuneration Committee consists of at least two members appointed by the Board of Directors. The Committee monitors and supervises remuneration practices on behalf of the Board of Directors. It also fulfils the duties specified in the relevant regulations issued by the Banking Regulation and Supervision Agency (BRSA).

Duties of the Remuneration Committee

The Committee monitors and supervises remuneration practices on behalf of the Board of Directors. It evaluates remuneration policies and practices within the framework of risk management principles and submits its recommendations regarding these matters to the Board of Directors annually in the form of a report.

Corporate Governance Committee

The Corporate Governance Committee is established under the chairmanship of a member of the Board of Directors designated by the Board. The primary role of the Committee is to monitor the Bank's compliance with corporate governance principles, carry out improvement activities in this area and submit recommendations to the Board of Directors.

Duties of the Corporate Governance Committee

The Committee monitors and supervises the Bank's compliance with corporate governance principles. It submits recommendations to the Board of Directors regarding the Bank's level of compliance with corporate governance principles and undertakes improvement activities in this area. All activities performed by the Committee are documented and recorded.

The Committee also fulfils other duties specified in the Regulation on the Corporate Governance Principles of Banks issued by the Banking Regulation and Supervision Agency (BRSA).