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Committees

Board of Directors

The Board of Directors convenes upon the request of the Chairman when necessitated by the Bank’s business. The Board of Directors reviews and decides on the corporate agenda, as authorised by the Articles of Association of the Bank, laws and regulations. In 2017, the Board of Directors convened 11 times with the required majority and quorum satisfied.

Executive Committee

The Executive Committee is the decision making body of the Group, established to collectively decide upon priority topics, facilitate information sharing among senior management and support strong team spirit. The Committee holds regular bi-weekly meetings or according to the needs of the bank (at least once a month). All decisions are taken unanimously by the principal members. In 2017, the Executive Committee convened 21 times with the required majority and quorum satisfied.

The Committee’s responsibilities include:

  • Defining Group strategies and the Bank’s structural risk management
  • Managing asset-liability guidelines including pricing and interest rates
  • Evaluating existing products and approving new products
  • Assessing credit, operational, market and liquidity risks
  • Ensuring coherence of the Bank’s commercial policies and principles with budget objectives
  • Further improving customer satisfaction and marketing activities
  • Internal and external communication plans
  • Approving the Bank’s annual project plan and major organisational changes
  • Optimisating market risk strategies within the guidelines set by the Board of Directors
Executive Committee Members
Chairman Gökhan Erün Executive Director and Chief Executive Officer (CEO)
Vice Chairman Niccolò Ubertalli Executive Director and Deputy CEO
Member Albert Angersbach Assistant General Manager - Risk Management (CRO)
Member Massimo Francese Assistant General Manager - Financial Planning and Administration (CFO)
Member Erhan Adalı Assistant General Manager - Corporate and Commercial Banking
Member Serkan Ülgen Assistant General Manager - Retail Banking
Member Mert Yazıcıoğlu Assistant General Manager - Retail Banking Sales
Member Saruhan Yücel Assistant General Manager - Treasury Management
Member A. Cahit Erdoğan Assistant General Manager - Information Technologies and Operations

Credit Committee

The Credit Committee is an advisory and deliberative body whose purpose is to provide guidelines for the Bank’s lending activity in coherence with the credit policy, economic objectives and the Bank’s overall risk profile. All decisions of the Committee are taken unanimously and can only be implemented after the approval of the Board of Directors if taken by majority. In 2017, the Credit Committee convened 51 times with the required majority and quorum satisfied. The Committee reviews loan applications and restructuring requests within its authorised delegated limit or advises the Board of Directors for those that are not. The Credit Committee also outlines parameters for credit scoring, lending and monitoring systems.

Credit Committee Principal Members
Chairman Gökhan Erün Executive Director and Chief Executive Officer (CEO)
Vice Chairman Niccolò Ubertalli Executive Director and Deputy CEO
Member F. Füsun Akkal Bozok Member of the Board of Directors
Member Wolfgang Schilk Member of the Board of Directors
Credit Committee Alternate Members
Alternate Member Carlo Vivaldi Vice Chairman of the Board of Directors
Alternate Member A. Ümit Taftalı Member of the Board of Directors

Audit Committee

The Audit Committee administers the Bank in terms of compliance with local laws and internal regulations. The Committee convenes quarterly or more, according to the needs of the Bank. In 2017, the Audit Committee convened 5 times with the required majority and quorum satisfied. The Committee reports at least once every six months to the Board of Directors.

The Committee’s responsibilities include:

  • Monitoring the performance of Internal Audit, Compliance and Internal Control as well as Risk Management departments
  • Fulfilling the relevant tasks as determined by Banking and Capital Market regulations
  • Approving and monitoring the Annual Audit Plan and the charter of the internal audit function
  • Verifying adequacy of internal control systems
  • Monitoring audit projects and evaluating significant findings
  • Appointing, compensating and overseeing external auditors, rating, valuation and support service institutions
  • Monitoring the financial reporting process
  • Reviewing procurement policies and practices
Audit Committee Members
Chairman Wolfgang Schilk Member of the Board of Directors
Member Giovanna Villa Independent Member of the Board of Directors
Member Adil Giray Öztoprak Independent Member of the Board of Directors

Corporate Governance Committee

The Corporate Governance Committee is an advisory body that assists the Board of Directors on compliance to Corporate Governance Principles, investor relations activities and public disclosures. The Committee is responsible for identifying and providing guidance for any conflicts of interest that may arise. The Committee confirms that proper flow of information is ensured by the Koç Financial Services, Subsidiaries and Shareholder Relations Unit to shareholders and investors. All decisions of the Committee are taken unanimously and can only be implemented after the approval of the Board of Directors if taken by majority. In 2017, the Corporate Governance Committee convened 2 times with the required majority and quorum satisfied.

Corporate Governance Committee Members
Member Mirko D. G. Bianchi Member of the Board of Directors
Member Adil Giray Öztoprak Member of the Board of Directors
Member M. Erkan Özdemir Assistant General Manager - Compliance and Internal Control
Member Massimo Francese Assistant General Manager - Financial Planning and Administration (CFO)

Remuneration Committee

The Remuneration Committee monitors and audits compliance of the Bank’s compensation principles and remuneration practices with its structure, strategies, long-term targets and risk approach on behalf of the Board of Directors. The Committee convenes at least twice a year or according to the needs of the Bank. In 2017, Remuneration Committee convened 2 times with the required majority and quorum satisfied.

Remuneration Committee Members
Member Carlo Vivaldi Vice Chairman of the Board of Directors
Member Levent Çakıroğlu Member of the Board of Directors
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