Corporate Governance and Sustainability Committee

Purpose

The Board of Directors, in order to monitor and evaluate the Bank’s compliance with the Corporate Governance Principles, to carry out improvement studies, to ensure that the Bank adopts the best practices in the field of sustainability, and to offer suggestions to the Board of Directors on all these issues, Article 30 of the relevant Articles of Association. and the Corporate Governance and Sustainability Committee in accordance with the CMB and BRSA regulations.

Composition of the Committee

Committee; The Bank’s Articles of Association is created and authorized by the Board of Directors in accordance with the BRSA and CMB regulations. The Committee consists of at least two members elected by the Board of Directors. The chairman of the committee is elected from among the independent board members. If the committee consists of two members, both of them, and if it has more than two members, the majority of the members are elected from non-executive Board members. The manager of the bank’s investor relations department is a natural member of the Committee within the scope of the Communiqué. The Bank’s General Manager/Executive Chairman does not take part in the Committee. The Committee may invite the Bank’s executives to its meetings and take their opinions as it deems necessary. The Committee may benefit from the opinions of independent experts on the issues it needs regarding its activities. In this case, the cost of consultancy services required by the Committee shall be covered by the Bank. All kinds of resources and support required for the Committee to fulfill its duties are provided by the Board of Directors.

Duties of the Committee

• To determine whether the corporate governance principles are applied in the bank, if not, the reasons and conflicts of interest arising from not fully complying with these principles, and making suggestions to the Board of Directors to improve the practices,
• Ensuring adherence to corporate governance rules and best practices in corporate banking governance,
• Overseeing the work of the Investor Relations department,
• To make regular evaluations about the structure and efficiency of the board of directors and to submit recommendations to the board of directors regarding the changes that can be made on these issues,
• To provide guidance to the Sustainability Executive Committee on the following issues within the framework of the Bank’s relevant procedures;
• Within the scope of sustainability goals; Implementation of sustainability and corporate responsibility projects that can convey the vision, mission and corporate values of the bank to the entire society, stakeholders and business partners,
• Following national and international practices and standards in the fields of sustainability and corporate responsibility, and making projects and studies comply with these practices and standards,
• Creating sustainability strategies and policies and integrating them into company activities and monitoring sustainability performance,
• Establishing an environmental, social and governance system and integrating it with the credit risk assessment system,
• Determining the risks, opportunities and targets of climate change and preparing the necessary reports for the relevant senior management and committees.
• Evaluating the corporate responsibility projects submitted for the approval of the Corporate Governance and Sustainability Committee,
• To discuss the issues reported by the Sustainability Executive Committee and to take the necessary decisions for their conclusion,
• To ensure that the awareness of Corporate Sustainability is internalized within the organization, to establish the sustainable banking target in a concrete way and to create long-term values.

Working Principles of the Committee

The Committee holds at least 4 meetings a year and may hold additional meetings when necessary. The Committee Chairman invites the Committee members to the meeting through the Committee Secretariat. The Committee may hold its meetings physically at the Bank’s headquarters or in a different place to be determined by the Committee Chairman, or electronically. The committee convenes with the majority of the total number of members and takes a decision with the affirmative vote of the majority of the members present at the meeting. In the calculation of the quorum, fractional/half numbers are whole. Committee; without holding a meeting, the resolution proposal to be communicated to all Committee members is approved by at least the majority of the total number of members, and it may also take decisions by circulating. In the calculation of the quorum in the decisions to be taken in this way, fractional/half numbers will be complete.