Corporate Governance and Credit Rating Services, Inc.
28 June 2013
CONTENTS Rating and Executive Summary
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Rating Methodology .
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Bank Overview
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SECTION 1: SHAREHOLDERS
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Facilitating the Exercise of Shareholders’ Statutory Rights Shareholders’ Right to Obtain and Evaluate Information . Minority Rights . . . . . . The Right to Attend the General Shareholders’ Meetings . Voting Rights . . . . . . . Dividend Rights . . . . . . Transfer of Shares . . . . . .
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10 10 10 10 12 12 12
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Functions of the Board of Directors . . . . . Principles of Activity of the Board of Directors . . . Structure of the Board of Directors . . . . . Conduct of the Meetings of the Board of Directors . . . Committees Established Within the Board of Directors . . Remuneration of the Board of Directors and Senior Management
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20 20 20 21 21 21
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SECTION 2: PUBLIC DISCLOSURE AND TRANSPARENCY . Principles and Means Web Site . Annual Report . External Audit .
for Public Disclosure . . . . . . . . . . . . .
SECTION 3: STAKEHOLDERS.
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Bank Policy Regarding Stakeholders . . Stakeholders’ Participation in the Bank Management Bank Policy on Human Resources . . . Relations with Borrowers, Depositors and Lenders . Ethical Rules & Social Responsibility . . SECTION 4: BOARD OF DIRECTORS.
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Rating Definitions
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23
Disclaimer
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ASYA KATILIM BANKASI A.Ş. (ASYAB) Corporate Governance Rating:
8.92
EXECUTIVE SUMMARY This report on rating of Asya Katılım Bankası A.Ş.’s (Asya Katılım Bankası) compliance with Corporate Governance Principles is prepared upon conclusions following detailed analysis of the bank. Our rating methodology (page 6) is based on the Capital Markets Board’s (CMB) “Corporate Governance Principles”. In this rating study SAHA used the new chapter credentials set by the Capital Markets Board (CMB) in April 2013 (page 6). Therefore, direct comparison of sub-title notes with the previously allocated ones can be misleading. All companies will be re-rated with the new methodology adapted to the new principles once the draft of the new Corporate Governance Principles Communiqué gains certainty. Asya Katılım Bankası is rated with 8.92 as a result of the Corporate Governance study done by SAHA. Details of this study are presented in the following chapters as main sections and sub-sections. We observe that Asya Katılım Bankası took the necessary steps to determine and manage its governance risks. There is still room, on the other hand, for improvements in order to fully comply with the CMB’s Corporate Governance Principles. Additionally, in accordance with the World Corporate Governance Index (WCGI) published by SAHA on January 30, 2013, Asya Katılım Bankası takes place in Group 1. Details of the World Corporate Governance Index (WCGI) published by SAHA can be accessed at http://www.saharating.com/SpotsDetail.aspx?SpotsId=5
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Asya Katılım Bankası is rated with 7.94 under the Shareholders heading. Exercise of shareholders' rights complies with the legislation, articles of association and other internal rules and regulations, and measures have been taken to ensure the exercise of these rights. Asya Katılım Bankası carries out the investor relations obligations through Investor Relations Unit. There is no upper limit on voting rights. All procedures prior to the general shareholders’ meeting as well as the conduct of the meeting comply with the legislation, rules and regulations. There is a consistent dividend policy of the bank and it is disclosed to the public. There are no restrictions on transfer of shares. On the other hand, there are areas for improvement like existence of privileges on voting rights, adoption as it is, of the rate of minority rights in the bank’s articles of association as prescribed for public joint stock banks (%5), no mention in the articles of association of the bank on realization of the general shareholders’ meetings open to public, including the media and stakeholders, and without the right of voting. Asya Katılım Bankası attained 9.48 under the Public Disclosure and Transparency chapter. There is a comprehensive website that includes all information listed in the “Corporate Governance Principles” pertinent to public disclosure. Public announcements are made via all communications channels and are in accordance with CMB, the Banking Regulation and Supervision Agency (BRSA) and Borsa Istanbul (BIST) rules and regulations. The names of the bank’s ultimate controlling individual shareholders as identified after being released from indirect or cross shareholding relationships between co-owners, the amount and percentage of shares they hold and a written compensation policy for the employees are disclosed to the public. There are, however, areas in need of further refinement; the number of board of directors meetings held during the year and participation rate of the board members is not disclosed to the public. On the topic of Stakeholders, Asya katılım Bankası scored 9.85. Asya Katılım Bankası guarantees the rights of stakeholders in line with the legislation and mutual agreements, and in case of violation, enables an effective and speedy compensation. A written compensation policy for the employees is effectuated and disclosed to the public on the bank’s web site. Models are developed to support the participation of stakeholders in the management of the bank. The bank has a written and advanced human resources policy. Employees of the bank are not connected to any trade union. However, the bank does not engage in restrictive practices in individual rights and freedoms. The code of ethics is publicly available through the bank's web site. The total amount for which the bank is held liable by the public administrations during the period was TL 127,841.00. The bank was not subject to any adverse notice for any damage to the environment. From the perspective of the principles regarding the Board of Directors, Asya Katılım Bankası’s tally is 8.84. There is a well communicated bank mission and vision, and the board fulfills all duties regarding company needs. Chairman of the board of directors and the chief executive officer is not the same person. The board of directors consists of 9 members. There are executive members on the board and 3 members are independent. CMB criteria are complied with in designation of the independent members and they have signed a declaration of independence. There are no female members on the board of directors. Necessary changes on the articles of association were made to comply with the CMB regulations on related party transactions of a significant nature. A Corporate Governance Committee, an Audit Committee, a Credit Committee and a Nomination Committees are established within the board of directors. However, an Early Detection of Risks Committee is not set up.
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The working principles of the committees are disclosed to the public but they are not very comprehensive. Our observations will continue in order to have a more precise view of the activities of the committees.
5
SAHA’s methodology for rating the degree of compliance with the Principles of Corporate Governance is based upon the CMB’s “Corporate Governance Principles” released on July 2003, as revised on December 31, 2011.
future should be mentioned in the annual report and disclosed to the public. The Principles consist of four main sections: shareholders, public disclosure and transparency, stakeholders, and board of directors. Based on these Principles, SAHA Corporate Governance Rating methodology features over 400 subcriteria. During the rating process, each criterion is evaluated on the basis of information provided by the bank officials and disclosed publicly. Some of these criteria can be evaluated by a simple YES/NO answer; others require more detailed analysis and examination. SAHA assigns ratings between 1 (weakest) and 10 (strongest). In order to obtain a rating of 10, a bank should be in full and perfect compliance with the Principles (see Rating Definitions, p.23).
The CMB based these principles on the leading work of The World Bank, Organization of Economic Cooperation and Development (OECD) and the Global Corporate Governance Forum (GCGF), which has been established in cooperation with the representatives of these two organizations and private sector. Experts and representatives from the CMB, Borsa Istanbul and the Turkish Corporate Governance Forum have participated in the committee that was established by the CMB for this purpose; additionally many qualified academicians, private sector representatives as well as various professional organizations and NGOs have stated their views and opinions, which were added to the Principles after the required evaluations. Accordingly, these Principles have been established as a product of contributions of all high-level bodies.
To determine the total rating score for each main section parallel to the CMB's Corporate Governance Principles, SAHA allocates the following new weights:
Within the Principles, “comply or explain” approach is valid. The implementation of these Principles is advisory and its application is optional. However, the explanation concerning the implementation status of the Principles, if not detailed reasoning thereof, conflicts arising from inadequate implementation of these Principles, and explanation on whether there is a plan for change in the company’s governance practices in
Shareholders: 25% (as previous) Public Disclosure and Transparency: 25% (previously 35%) Stakeholders: 15% (as previous) Board of Directors: 35% (previously 25%) To determine the final overall rating, SAHA utilizes its proprietary methodology which consists of subsection weightings and weightings for the criteria there under. A separate rating is assigned to each one of the main sections as well.
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Asya Katılım Bankası A.Ş. CHAIRMAN Prof. Dr. Erhan BİRGİLİ MANAGING DIRECTOR Ahmet BEYAZ Investor Relations Unit Cengiz Önder, Burak Salman Tel: (0216) 633 5960-61
[email protected] [email protected]
Saray Mahallesi, Dr. Adnan Büyükdeniz Caddesi, No: 10 Ümraniye, İstanbul www.bankasya.com.tr
Asya Katılım Bankası A.Ş. was founded on 24.10.1996 as Turkey’s sixth participation bank and the name of the bank was changed on 20.12.2005 from "Asya Finans Kurumu Anonim Şirketi" to "Asya Katılım Bankası Anonim Şirketi". After the initial public offering of May 2006, the paid up capital of the bank was raised by TL 60 million to TL 300 million. With reference to the Board of Directors’ resolution no. 1063 of 18.1.2008, Asya Katılım Bankası’s capital was raised to TL 900 million. Half of this additional TL 600 million was raised by a rights issue and the other half was provided by internal funds. It was also decided that shares corresponding to the amount met by internal funds will be given to the present shareholders as bonus shares. As of end 2012 total employee number of Asya Katılım Bankası was 5,064 (3,367 men, 1,697 women). The bank’s shares are traded under “ASYAB” code at BIST and Asya Katılım Bankası is a constituent of BIST Banks (XBANK), BIST Corporate Governance (XKURY), BIST Financials (XUMAL), BIST All Shares (XUTUM), BIST National (XULUS), BIST 10 Banks (XBN10), BIST 100 (XU100), BIST 30 (XU030) and BIST 50 (XU050) indices. It was unanimously decided at the ordinary general shareholders’ meeting held on 30.03.2013 and in accordance with the revised decision of the board of directors the year 2012 profit will not be distributed.
Name
2012 Year End Share Distribution Share Amt. (TL)
Group A (Preferred Shares) Group B (Shares Not Traded at BIST) Group B (Traded at BIST)
360,000,000 59,759,288 480,240,712 900,000,000
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Share % 40.00 6.64 53.36 100.00
As of the general shareholders’ meeting held on 30 March 2013, the board of directors is composed as follows: Asya Katılım Bankası Board of Directors Name Title Chairman Prof. Dr. Erhan BİRGİLİ Corporate Governance Committee Chairman Mustafa Talat KATIRCIOĞLU Vice Chairman Ahmet BEYAZ Board Member and Managing Director Board Member Ali ÇELİK Remuneration Committee Chairman Board Member Av. Mehmet URUÇ Audit Committee Member Board Member Dr. Ercüment GÜLER Audit Committee Chairman Board Member Mehmet GÖZÜTOK Remuneration Committee Member Board Member Recep KOÇAK Corporate Governance Committee Member Board Member Zafer ERTAN Capital structure of the bank as of 31.03.2013 is as follows: Capital Structure of the Bank Name Share Amt. (TL) Ortadoğu Tekstil Tic. A.Ş. 44,022,478 Forum İnş. Dekor. Turizm San. ve Tic. A.Ş. 34,667,791 Osman Can Pehlivan 29,976,000 BJ Tekstil Tic. Ve San A.Ş. 20,350,000 Abdulkadir Konukoğlu 20,088,000 Other Shareholders 270,293,269 Shares Traded on BIST 480,602,462 Total 900,000,000
Share % 4.89 3.85 3.33 2.26 2.23 30.04 53.40 100.00
Subsidiaries and affiliates of the bank are listed below: Subsidiaries and Affiliates
Share %
Tuna Gayrimenkul Yatırım Ortaklığı A.Ş.
22.94
Nil Yönetim Hizmetleri Emlak Turizm San. ve Tic. A.Ş.
99.93
Işık Sigorta A.Ş.
65.42
Asya Emeklilik ve Hayat A.Ş.
97.99
Asya Kart Teknoloji Hizmetleri A.Ş.
99.50
Asyafin Sigorta Aracılık Hizmetleri Ltd. Şti.
95.00
Yeni Mağazacılık A.Ş.
21.84
Landmark Supply Holding A.Ş.
21.84
Kredi Garanti Fonu A.Ş.
1.66
Tamweel Africa Holding SA
40.00
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+
information required to exercise shareholders’ rights in a sound manner is made available on time. We have not come across to a restrictive implementation for each shareholder to have a right to request appointment of special auditors at the general shareholders’ meeting, even if not in the agenda.
SYNOPSIS Equal treatment of shareholders Unrestricted shareholder rights to
+ review and receive information + No upper limits on voting rights + Voting rights are facilitated
There is no any upper limit on the shareholders’ right to vote and each share is entitled to one vote. However, minority rights are not recognized for shareholders who possess an amount less than one-twentieth of the share capital.
Disclosure prior to general
+ shareholders’ meetings are + + +
=
-
satisfactory General shareholders’ meetings are conducted in compliance with the legislation Consistent dividend policy, disclosed to the public Shareholders have the right to request appointment of special auditors
General shareholders’ meetings are held in accordance with the legislation and conducted in a manner where shareholders’ rights are not violated. There are voting privileges at Asya Katılım Bankası. This privilege does not prevent holders of public shares to be represented in the management of the bank. Among the holders of Group A and B shares, only the holders of the Group A shares have the privilege to nominate a candidate for the board of directors and the supervisory board.
General shareholders’ meetings are held open to public, including the media and stakeholders, and without the right of voting, but it is not mentioned in the articles of association Minority rights are not recognized for shareholders who possess an amount less than one-twentieth of the share capital Privileges on voting rights
All shareholders, including those who reside abroad, are given the opportunity to exercise their voting rights conveniently and appropriately and the bank avoids applications that make it difficult to exercise voting rights.
Limitations on transfer of shares
In order to facilitate the exercise of shareholders' rights an Investor Relations Unit has been established and all shareholders are treated equally. Shareholders’ right to obtain and review information is not limited by the articles of association and all
The bank has a clearly defined and consistent dividend policy and it is disclosed to the public in the annual report and on its web site. There are restrictions on the transfer of company shares.
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1.1. Facilitating the Exercise of Shareholders’ Statutory Rights:
complete, timely, honest, and diligent manner.
The bank carries out the investor relations obligations through Investor Relations Unit managed by Mr. Cengiz Önder and Mr. Burak Salman, and all shareholders are treated equally. In order to protect and facilitate the exercise of shareholders' rights and in particular the right to obtain and review information, this unit makes sure that shareholder records are kept up-to-date, secure, and properly; shareholders’ written queries for information (excluding the information that is confidential and classified as trade secret) are replied to promptly; appropriate preparation is done to ensure that the general shareholders’ meeting is conducted in accordance with the legislation, the corporate statute and other in-house regulations; documents to be used by the shareholders at the meeting are prepared; records of voting results are kept and all reports related to the resolutions of the general shareholders’ meeting are sent to the shareholders.
1.3 Minority Rights: Maximum care is given to the usage of minority rights. There is no upper limit on the shareholders’ right to vote and each share is entitled to one vote. However, minority rights are not recognized for shareholders who hold an amount less than one-twentieth of the share capital. 1.4. The Right to Attend the General Shareholders’ Meetings: In addition to the methods of invitation in the legislation and in order to ensure attendance of maximum number of shareholders, the invitation to the general shareholders’ meeting is performed through all means of communication available to the bank at least three weeks in advance. All announcements prior to the general shareholders’ meeting included information such as the date and time of the meeting; without any ambiguity exact location of the meeting; agenda items of the meeting together with all necessary informative documents; the old and new versions of the related provisions of the articles of association as approved by the relevant authorities; the body inviting to the general shareholders’ meeting; and the exact location where annual report, financial statements and other meeting documents can be examined.
All information and statements which may affect shareholders' rights are made available to the shareholders on time on the bank's web site. 1.2. Shareholders’ Right to Obtain and Evaluate Information: The shareholders' right to receive and review information is not removed or restricted by the articles of association or any corporate body. We have not come across to a restrictive implementation for each shareholder to have a right to request appointment of special auditors at the general shareholders’ meeting.
Commencing from the date of announcement of invitation for the general shareholders’ meeting, financial statements and reports including the annual report; dividend distribution proposal and all other related documents pertaining to the agenda items were made available to all shareholders for examination purposes in the most convenient
Bank management avoids any complications for the appointment of such auditors. All kinds of information about the bank is provided in a
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locations including the headquarters or branches of the bank and also in electronic media.
Agenda of the general shareholders’ meeting of 30 March 2013 included the proposal for the permission to be granted pursuant to the articles 395 and 396 of the Turkish Commercial Code and within the frame work of the CMB regulations, to shareholders who have control of the management, members of the board of directors, top executives, their spouses and up to second degree blood relatives to execute transactions and compete with the bank or its affiliates in such nature that may cause conflict of interest and informing the shareholders on transactions carried out on 2012 in this regard in accordance with the Corporate Governance Principles.
Shareholders were informed via the bank’s web site on proclamation of the general shareholders’ meeting along with all declaration and statements required by the legislation of the company, the total number of shares and voting rights reflecting the bank's shareholding structure as of the date of disclosure, changes on management and activities of the bank which can significantly affect the previous or planned future activities of the bank and its major subsidiaries and affiliates, the reasons for these changes, annual and financial reports for the last two fiscal periods of all the organizations that are party to these changes and information on nominees for the board of directors.
The members of the board of directors related with the issues of a special nature on the agenda, other related personality, authorized persons who are responsible for preparing the financial statements and auditors were present to give necessary information and to answer questions at the general shareholders’ meeting. Shareholders had the opportunity to discuss the annual report and the bank's performance indicators at this meeting.
Agenda items were put under a separate heading and expressed clearly in a manner not to result in any misinterpretations. Expressions like “other” and “various” were not used. Information submitted to the shareholders prior to the conduct of the general shareholders’ meeting was related to the agenda items.
The articles of association included CMB provisions on significant transactions. Since it is not constituted yet, bank's policy on donations and grants was not included on the agenda of the general shareholders’ meeting held on 30.03.2013. At this meeting shareholders were informed of all donations effectuated during the period and the amount of benefits.
Proxy forms were posted on the web site promptly and appropriately for those who would appoint a proxy for the general shareholders’ meeting, and all items presented to the Shareholder Relations Unit to be included on the agenda are taken into account by the board of directors. Items on the agenda were conveyed in detail and in a clear and understandable way by the chairman of the meeting and shareholders were given equal opportunity to voice their opinions and ask questions. The chairman made sure that each question is answered directly at the meeting provided that they do not constitute a trade secret.
The general shareholders’ meetings are conducted open to public including stakeholders and the media without right of voting. However, the articles of association contain no provisions on this matter. The minutes of the general shareholders’ meetings are made
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available to the shareholders in writing and in electronic media at all times.
1.6. Dividend Rights: The dividend policy of the bank is clearly defined and disclosed to the public on its web site. It is submitted to the shareholders at the general shareholders’ meeting and is incorporated in the annual report.
Principles of remuneration of board members and senior executives were documented in writing and submitted to the shareholders in the general shareholders’ meeting as a separate item.
The bank's dividend distribution policy contains minimum information clear enough for investors to predict any future dividend distribution procedures and principles. A balanced policy is followed between the interests of the shareholders and that of the bank.
1.5. Voting Rights: There are voting privileges at Asya Katılım Bankası. This privilege does not prevent holders of public shares to be represented in the management of the bank. Among the holders of Group A and B shares, only the holders of the Group A shares have the privilege to nominate a candidate for the board of directors and the supervisory board. All shareholders, including those who reside abroad, are given the opportunity to exercise their voting rights conveniently and appropriately and the bank avoids applications that make it difficult to exercise voting rights.
It was unanimously decided at the latest general shareholders’ meeting and in accordance with the revised decision of the board of directors the year 2012 profit will not be distributed. 1.7. Transfer of Shares: Outside the provisions of the BRSA, practices that make it difficult especially on free transfer of publicly traded shares are not avoided.
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means of disclosure. List of insiders is defined and disclosed to the public.
+ +
Bank’s web site is very comprehensive and user friendly. Public announcements are made in accordance with the CMB and BIST rules and regulations.
SYNOPSIS There is an Investor Relations Unit Comprehensive disclosure policy
The bank’s ultimate controlling individual shareholder or shareholders, as identified after being released from indirect or cross shareholding relationships between co-owners is disclosed to the public.
Comprehensive web site, actively
+ used for public disclosure
Annual report complies with the
+ legislation, comprehensive and +
Principles not complied with should be disclosed to the public via the Corporate Governance Compliance Report along with pertinent justifications.
informative List of insiders defined
Employee compensation policy
+ established and announced to the + + =
-
-
public through the web site Important events and developments are disclosed in accordance with the legislation List of ultimate controlling individual shareholders are disclosed to the public English version of the web site is ameliorated Annual report does not include number of board of directors meetings held during the year and participation rate of the board members Declaration of independence of the independent board members is not included in the annual report
The annual report prepared is also greatly comprehensive and informative. There has been no legal conflict between the bank and the selected external audit firm. Besides, there has not been a situation where the external auditor avoided to express its opinion and not signed the audit report, nor has reported a qualified opinion. 2.1. Principles and Means for Public Disclosure: The task of public disclosure and shareholder relations is carried out by the Investor Relations Unit. Investors, financial analysts, journalists and other interested parties referred to this unit for information.
Asya Katılım Bankası’s task of public disclosure and shareholder relations are carried out by the Investor Relations Unit. The disclosure policy of the bank is comprehensive and covers which information to be disclosed and
The disclosure policy covers the type of information to be disclosed (excluding those within the scope of
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the legislation), form, frequency and methods of disclosure.
2.2. Web Site: Bank’s website is actively used for disclosure purposes and the information contained herein is continuously updated. In addition, the bank's letterhead includes the website address.
The public disclosure of Asya Katılım Bankası is conducted in a timely manner, is accurate, complete, understandable, interpretable, allowing easy access with low cost, and available on equal basis to help the interested parties and organizations to come to a decision. These disclosures are disseminated through the “Public Disclosure Platform” (www.kap.gov.tr) and the corporate web site.
Along with the information required to be disclosed pursuant to the legislation, the company’s website includes; trade register information, information about latest shareholder and management structure, information on privileged shares, date and numbers of the trade register gazettes in which amendments are published, the final version of the company’s articles of association, publicly disclosed material information, annual reports, periodical financial statements, prospectuses and circulars, agendas of the general shareholders’ meetings and list of participants and minutes of the general shareholders’ meeting, form for proxy voting at the general shareholders’ meeting, the dividend distribution policy, employee compensation policy, disclosure policy, ethical rules, information on transactions with related parties, frequently asked questions including requests for information, and responses thereof, and the remuneration policy.
In the event of disclosure of forward looking information, the bank, endeavors to describe the assumptions and the data which assumptions are based on. Bank officials declared that the information disclosed is not without basis, do not contain exaggerated predictions, and in case the predictions on forward looking information are not realized, the reasons will be disclosed to the public immediately. The principles for disclosure of forward looking information to the public are described in the disclosure policy. The total amount for which the bank is held liable by the public administrations during the period was TL 127,841.00. The bank was not subject to any adverse notice for any damage to the environment. The bank has prepared a list of natural or legal persons acting on behalf or account of partnership, employees either under contract with the bank or otherwise affiliated with the bank with regular access to inside information, and it is updated when there are changes.
An English version of the web site is being ameliorated for the benefit of international investors. Shareholding structure of the bank, the names, amount and the proportion of the shares held by ultimate controlling individual shareholder or shareholders, as identified after being released from indirect or cross shareholding relationships between coowners is disclosed to the public.
In accordance with the CMB communique, principles not complied with are disclosed to the public via the Corporate Governance Compliance Report along with the justifications.
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2.3. Annual Report:
2.4. External Audit:
Annual report prepared by the board of directors covers information such as; limits of authority, tenure of office, duties carried out outside the bank, committees, the main factors affecting the performance of the bank, changes in the operational environment of the bank, bank’s policies applied to these changes, changes to the articles of association during the period along with reasons, research and development activities, investment and dividend policy applied to strengthen the performance of the bank, sources of financing and risk management policies of the bank, Corporate Governance Principles Compliance Report, information on operational and financial goals are met or not and the reasons of failure, information on significant lawsuits filed against the bank, indirect or cross shareholding in excess of 5%, information on vocational training of employees and other corporate and social responsibility activities of the bank which give rise to social and environmental results, all benefits provided to the board members and senior management, rating results, and the dividend distribution proposal.
The external audit of the bank is conducted by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.. The nomination and election process of the external audit firm, taking into account its competence and independence, starts with a proposal from the audit committee to the board and ends with the board’s choice being presented and approved at the general shareholders’ meeting. There has not been a situation where the external auditor avoided to express its opinion and not signed the audit report, nor has reported a qualified opinion. Bank officials declared that there are no legal disputes between the external auditors and Asya Katılım Bankası.
The annual report also included the capital adequacy ratio in line with the BRSA regulations, shareholders' equity, risk groups, the fair values of financial assets and liabilities, assetliability items, regulatory accounts, and explanations on the income statement. On the other hand, the annual report does not contain information on; declaration of independence of the independent board members and the number of board meetings held during the year and the participation rate of the board members.
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There are models developed to support the participation of stakeholders in the management in a manner that does not disrupt the activities of the bank.
+ +
Asya Katılım Bankası has a documented and advanced human resources policy. Objectives of the bank are disseminated via a platform open to all employees and performance towards the achievement of these objectives is evaluated.
SYNOPSIS Measures to safeguard stakeholders’ rights are facilitated Efficient human resources policy Effective and speedy
Employees of the bank are not connected to any trade union. However, the bank does not engage in restrictive practices in individual rights and freedoms.
+ compensation is ensured in case + + +
+
+
+ -
of violation of rights Documented employee compensation policy Code of ethics disclosed to the public Confidentiality of information about customers and suppliers are also respected in the scope of trade secret Stakeholders’ views are taken on important decisions that give rise to the results which considers them Models are developed to support the participation of stakeholders in the management of the bank The bank have carried out studies in accordance with environmental laws and environmental awareness in general No trade union
Asya Katılım Bankası is taking the necessary measures to ensure borrowers’ and depositors’ satisfaction on marketing and sale of goods / services and conducts research and studies to increase the efficiency. Ethical rules are disclosed to the public through the bank's web site. 3.1. Bank Stakeholders:
Policy
Regarding
Asya Katılım Bankası has the distinction of being one of the country's leading participation banks. Due to its prominent corporate identity, the bank has consistent and advanced policies in effect regarding the rights of its stakeholders as well as relations with the private sector.
Asya Katılım Bankası recognizes the rights of stakeholders established by law or through any other mutual agreement. Effective and expeditious compensation is enabled in case of violation of rights. A written compensation policy for the employees of the bank is constituted and disclosed to the public on its web site.
Asya Katılım Bankası recognizes the rights of stakeholders established by law or through any other mutual agreement. In case the rights of the stakeholders are not regulated by the relevant legislation and protected by contracts, the bank protects the
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interest of stakeholders under good faith principles and within the capabilities of the bank. Effective and expeditious compensation is provided in case of violation of the rights. A written compensation policy for the employees of the bank is constituted and disclosed to the public on its web site.
are specified in the internal regulations of the bank. 3.3. Bank Resources:
Policy
on
Human
The bank has a documented human resources policy. The principles of this policy are; correct person for the correct job, equal pay for equal work, differentiating according to performance, recognition and appreciation of success, and equal opportunity for all.
The web site of the bank (www.bankasya.com.tr) is actively used to provide adequate information on policies and procedures towards the protection of stakeholders’ rights.
Issues such as recruitment policies, career planning, improvement and training policies for the employees established within this framework are dealt with under the Personnel Regulation. There are various committees established to carry out the relations with the employees. In harmony with the human resources policies introduced by Asya Katılım Bankası, studies are being carried out, and the rights and working conditions of employees have been guaranteed so as to ensure that no employee is subject to any discrimination or ill treatment. No complaint has been received in this regard during the period.
The corporate governance structure of the bank ensures that its stakeholders, including its employees and representatives, report their concerns to the management concerning any illegal or unethical transactions. The procedures followed by the bank to open a credit to legal entities positioned in a risk group are parallel to transactions carried out within the existing firms and are in accordance with the Banking Law. Under the provisions of the Banking Law employees of the bank can receive personal loans amounting maximum up to 5 times of their monthly salary. This individual financial support will be made available within the framework of the legislation and must be related to the purchase of goods.
Job descriptions of employees are documented and shared with them. Employees of the bank are not connected to any trade union. However, the bank does not engage in restrictive practices in individual rights and freedoms.
3.2. Stakeholders’ Participation in the Bank Management: Asya Katılım Bankası supports mechanisms and models to encourage participation of the stakeholders in the management of the bank while giving priority to employees. In this context, through Asya Önerim Sistemi (AÖS) (Asya Suggestion System) employees are able to express themselves freely on opinions and suggestions of all kinds without the need for any approval mechanism. These models
3.4. Relations with Borrowers, Depositors and Lenders: Asya Katılım Bankası is taking necessary precautions to attain borrower and depositor satisfaction in the sales and marketing of its products and services by developing mechanisms such as “Customer
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Requests Web Module, Hello Asya Call Center, and Happy Customer Hotline”.
awareness in general. Necessary detailed information about the works carried out in this context during the period is given in the annual report.
Demands on banking goods and services are met promptly and customers are informed about the delays before the deadline.
No adverse notice was received during the period on account of damage caused to the environment.
Quality standards for goods and services are complied with and care is taken to protect those standards. Certain guarantees relating to quality are provided for this purpose. Care is taken on the confidentiality of all trade secret data and information on customers and suppliers. Along with its own corporate identity, the bank also monitors the level of corporate governance applications of its borrowers. Products offered to corporate clients stand out in this regard. The bank prepares and employs standard procedures to protect depositor rights in illegal on line transactions in customer accounts. Bank officials declared that in such instances, the bank shows optimum care to prioritize compensation and elimination of losses. 3.5. Ethical Rules Responsibility:
&
Social
Ethical codes of Asya Katılım Bankası are disclosed to the public via bank’s web site. The total amount for which the bank is held liable by the public administrations during last one year was TL 127,841.00. Relations with non-governmental organizations and social institutions are at a good level. Asya Katılım Bankası has activities carried out with respect to environmental laws and environmental
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Distribution of tasks between the members of the board of directors is described in the annual report. Powers of the chairman of the board of directors and the chief executive officer / general manager is clearly separated and documented in the articles of association.
SYNOPSIS The bank’s vision, mission and strategic goals are clearly defined The board works efficiently and staffed with qualified members Board of directors meeting and decision quorum is defined in the articles of association Each board member is entitled to a single vote 3 independent members on the board Audit, Corporate Governance, Credit, and Nomination Committees established Principles of remuneration of board members and senior executives are established and disclosed to the public Chairman of the board and chief executive officer’s executive powers are clearly separated and indicated in the articles of association The level of effectiveness of the committees will be monitored further Early Detection of Risks Committee not established No female member on the board
The bank's board of directors is composed of 9 members. There are no executive members and 3 of the members are independent. CMB criteria are complied with in determining independent candidates. Independent candidates for the board of directors have signed a declaration of independence within the framework of the legislation, articles of association, and the CMB criteria. There is no female member on the board. The board of directors fulfills its tasks and meetings take place with sufficient intervals. Each member has a right to one vote. The procedure of the board meetings is documented in writing in internal regulations. Board of directors meeting and decision quorum took place in the articles of association. Necessary amendments were made in the articles of association to comply with the CMB regulations on related party transactions of important nature. A Corporate Governance Committee, an Audit Committee, a Credit Committee and a Nomination Committee is established from within the board of directors. However an Early Detection of Risks Committee is not established. The working procedures of the committees are disclosed to the public. All members of the Audit Committee and the chairman of the Corporate Governance
The board of directors has defined the vision and mission of the bank and is overseeing that bank activities are managed in compliance with the legislation, articles of association, internal procedures and established policies.
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Committee are elected among the independent board members. There are no executive members on the Corporate Governance and Audit Committees. We will continue our observations on the activities of the committees to have a more precise opinion about their efficiency.
information systems, and processes by also taking into consideration the views of the committees. In this context, the board reviews the effectiveness of risk management and internal control systems at least once a year. The presence, functioning, and effectiveness of internal controls and internal audit are explained in the annual report.
Principles of remuneration of board members and senior executives are described on bank’s web site. Within the scope of the Banking Law, bank does not provide any loan or extend any credit to the board members or senior executives.
Chairman of the board and chief executive officer’s executive powers are clearly and documented in the articles of association.
4.1. Functions of the Board of Directors:
The board of directors plays a leading role in maintaining effective communication between the bank and the shareholders and settling any disputes which may arise, and work in close cooperation with the Corporate Governance Committee and Investor Relations Unit.
Strategic decisions of the board of directors aim to manage the bank's risk, growth, and return balance at an appropriate level, and with a view to the long-term interests of the bank, conduct a rational and cautious risk management approach. The board administers and represents the bank within these parameters.
Within the framework of the ethical rules it formed, the board of directors identified the control and reporting system on prohibited and / or restricted conflicts of interest, loans to bank officers and other employees, and privileges to persons and organizations in connection with the bank.
The board of directors has defined the bank's strategic goals and identified the needs in human and financial resources, and controls management's performance. The board is overseeing that bank activities are managed in compliance with the legislation, articles of association, internal procedures, and established policies.
4.3. Structure of the Board of Directors: The bank's board of directors is composed of 9 members. There are no executive members. Among the nonexecutive board members there are 3 independent members who have the ability to execute their duties without being influenced under any circumstances. CMB criteria are complied with in determining independent candidates. Independent candidates for the board of directors have signed a declaration of independence within the framework of
4.2. Principles of Activity of the Board of Directors: Board of directors performs its activities in a transparent, accountable, fair and responsible manner. The board of directors established various internal control systems which are inclusive of risk management,
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the legislation, articles of association, and the CMB criteria.
its duties and responsibilities. However, However an Early Detection of Risks Committee is not established.
There is no female member on the board of directors of Asya Katılım Bankası.
The functions of the committees, their working conditions and members are designated by the board of directors and disclosed to the public on the bank’s web site, but not at the desired level.
4.4. Conduct of the Meetings of the Board of Directors: The board of directors fulfills its tasks and meetings take place with sufficient intervals (51 from 2012 until today).
All members of the Audit Committee and the chairman of the Corporate Governance Committee are elected among the independent board members. There are 3 independent members among the 9 members of the board of directors.
Meetings of the board of directors may also be attended by any technology that provides remote access. The procedure of the board of directors meetings is defined in the articles of association of the bank. Similarly, the board of directors meeting and decision quorum are included in the articles of association.
Necessary resources and support needed to fulfill the tasks of the committees are provided by the board of directors. Committees can invite any manager as they deem necessary to their meetings and obtain their views.
The articles of association of the bank contains a clause where board decisions on significant related party transactions and guarantees, pledges and mortgages given to third parties, requires the approval of a majority of independent members.
We will continue our observations to have a more precise opinion about the level of functionality and efficiency of the committees and the frequency of the meetings held.
Board members allocate necessary time for the bank's business and there are no specific rules or limitations taking on additional duties outside the bank.
4.6. Remuneration of the Board of Directors and Senior Management: The principles of remuneration of board members and senior executives has been documented in writing and submitted to the shareholders as a separate item in the general shareholders’ meeting.
Curriculum vitae of the board members, along with the tasks carried out outside the bank are presented to the shareholders prior to the general shareholders’ meeting.
A remuneration policy prepared for this purpose can be found on bank’s web site. Stock options or performance based payments are not included in the remuneration package of the independent board members.
4.5. Committees Established Within the Board of Directors: A Corporate Governance Committee, an Audit Committee, a Credit Committee, and a Nomination Committee is established from within the board of directors in order to fulfill
Within the scope of the Banking Law, Asya Katılım Bankası does not extend
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any credits or guarantees to a member of the board or to senior executives. The executives have the required professional qualifications in order to perform the assigned duties. The executives comply with the legislation, articles of association, and in-house regulations and policies in fulfilling their duties. They supply monthly reports to the board on compliance with company policies and regulations. There has been no case where the executives used confidential and nonpublic bank information in favor of themselves or others. There are no executives who accepted a gift or favor directly or indirectly related to the bank's affairs, and provided unfair advantage. There is no regulation on compensation for losses incurred by the bank, and third parties, as a result of not performing the executives’ duties duly. Remuneration of the executives is based on market conditions and determined according to their qualifications, and proportional to their contributions to the performance of the bank.
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Rating
9 - 10
7-8
6
4-5
