Executive Committee

Purpose

The purpose of the Committee is to ensure faster and more effective resolution of matters that need to be decided at the Board of Directors meetings, primarily urgent issues, and to carry out the duties and responsibilities delegated by the Board of Directors.

Composition of the Committee

The Committee is established and authorized by the Board of Directors in accordance with the Bank’s Articles of Association and other relevant regulations. The Committee consists of at least three members, selected from among the members of the Board of Directors who are not serving on the Bank’s Audit Committee. The Committee may invite relevant Bank executives to its meetings and gather their opinions. All necessary resources and support for the Committee to fulfill its duties are provided by the Board of Directors.

Functions of the Committee

Subject to the non-transferable duties and powers of the Board of Directors as specified in the relevant regulations, as well as the duties and powers of other Board committees, the main duties, powers, and responsibilities of the Committee are as follows:

• Overseeing the Bank’s strategic business activities and, when necessary, making quick decisions and reviewing, tracking, and providing recommendations to the Board of Directors regarding important financial, non-financial, commercial, investment, and operational decisions related to the Bank.
• Ensuring that the decisions of the Board of Directors are implemented in a timely and effective manner, reviewing and evaluating the developments and progress related to Board decisions that require ongoing attention.
• Contributing to the formulation of the Bank’s medium and long-term strategies and providing recommendations to the Board of Directors.
• Reviewing and evaluating the developments and progress regarding the implementation of the Bank’s strategy, approved by the Board of Directors, including the Bank’s annual budget, and reporting these developments/progress periodically to the Board of Directors.
• Reviewing issues related to the participation in established or to-beestablished companies, increasing or decreasing their capital, increasing or reducing the Bank’s stake in these companies, or exiting partnerships, and providing recommendations to the Board of Directors for decision-making.
• Monitoring the financial and nonfinancial issues (strategic developments, key operational decisions) related to the Bank’s existing participations on a periodic basis and reporting these developments/ progress to the Board of Directors when necessary.
• Proposing to the Board of Directors the establishment of subsidiaries where the Bank owns more than 50% of the capital, or where it has a majority stake, regardless of the capital of the company.
• Reviewing key proposals and issues related to investments, mergers and acquisitions, liquidation purposes, and/or large-scale asset disposals, and providing recommendations to the Board of Directors for appropriate decisions.
• In cooperation with the Remuneration and Nomination Committee, reviewing issues or proposals regarding the Bank’s organizational structure, including changes at the first level (N1), and providing recommendations to the Board of Directors for appropriate actions.
• Solving issues outside the scope of other committees, bodies, units, and individuals’ duties and powers, and providing support to relevant units within their duties and powers.
• Reviewing significant capital increase proposals (including the issuance of hybrid instruments that increase capital) and providing recommendations to the Board of Directors for appropriate decisions.
• Making an initial evaluation and providing recommendations to the Board of Directors regarding proposals for profit distribution or issuance of bonus shares to be submitted by the Board of Directors to the General Assembly, as well as issues related to amendments to the articles of association.
• Reviewing operational Bank policies outside the scope of other Board committees and providing recommendations to the Board of Directors to ensure comprehensive governance and operational efficiency.
• Carrying out any other tasks assigned by the Board of Directors.

Working Principles of the Committee

The Committee meets as frequently as required by the task assigned to it, with at least two meetings per year. The Committee Chairman invites the Committee members to the meeting through the Committee Secretary. The Committee can hold its meetings physically at the Bank’s headquarters, at a different location designated by the Committee Chairman, or in an electronic environment. Committee members who wish to attend the meeting virtually must inform the Committee Chairman and/or the Committee Secretary in advance, so that appropriate logistical arrangements can be made. The Committee meets with a majority of its members present and decisions are made by a majority vote of the members present at the meeting. In case of a tie vote, the decision is made in favor of the vote cast by the Committee Chairman

Committee List