Board Committees

The Audit Committee was set up on 31 October 2006 pursuant to Board of Directors resolution 34-01. The members of the Audit Committee are responsible for the effective conduct of functions related to the Bank’s internal audit, risk management, and internal control activities.

The Audit Committee’s duties are:

• Assessing the effectiveness of the internal control system through internal control and internal audit units;
• Overseeing whether or not Bank’s internal policies, practices, and procedures approved by the Board of Directors are being complied with and making recommendations to the Board of Directors on measures that need to be taken;
• Monitoring and assessing the Bank’s internal audit syst
• Overseeing whether or not the internal audit unit is fulfilling the obligations specified in regulations and internal policies;Examining internal regulations concerning designated strategies, policies, and programs related to internal audit and concerning the structure of the internal audit unit and submitting those that it deems suitable to the Board of Directors for its approval;
• And assessing whether or not there exist essential methods, practices, and procedures to identify and control the risks to which the Bank is exposed.
• Reviewing independent auditors’ assessments concerning the compliance of the Bank’s accounting practices with laws, regulations, and administrative provisions; reviews the results of independent audits together with senior management and independent auditors and resolves any issues concerning which doubts may be expressed by independent auditors or in their reports;
• Assessing the adequacy and reliability of independent auditors, rating agencies, assessor companies, and support service providers which the Bank may sign contracts with and submitting a report of their findings to the Board of Directors; repeating these tasks regularly at maximum intervals of three months during the term of the agreement in the event service is obtained therefrom;
• Overseeing whether or not the information contained in the Bank’s financial reports is true and complete, and reporting any findings to relevant authorities;
• Discussing with the independent auditors whether or not financial reports accurately reflect the Bank’s financial standing, the results of transactions that have been performed, and the Bank’s cash flows, whether or not they are drawn up in compliance with the procedures and principles set out in laws, regulations and other applicable legislation;
• Reporting their activities conducted during the reporting period, the results thereof, and the opinions of the Committee to the Board of Directors at maximum intervals of six months.

The committee is responsible for monitoring compliance with the Bank’s corporate governance principles. The chairman of the committee is a non-executive board member to be designated by the Board of Directors. In the absence of the chairman, the other board member serves as the chairman of the Corporate Governance Committee. The Corporate Governance Committee convenes on dates, at times, and in places determined by the committee’s chairman. Other bank officers may be invited by the committee chairman to take part in meetings to obtain information from them or to hear their views. The duties of the Corporate Governance Committee consist of monitoring the Bank’s compliance with corporate governance principles in accord with the provisions of the “Regulation on the Bank’s Corporate Governance Principles” published by the Banking Regulation and Supervision Agency, and the “Corporate Governance Principles” published by the Capital Markets Board of Turkey; undertaking improvement efforts and making recommendations to the Board of Directors in this matter.

It is a committee formed for the purpose of examining and evaluating the operational risks in our Bank and its subsidiaries and deciding on points to take necessary measures. The Chairman of the Committee is Deputy General Manager of Internal Systems. In the absence of the Chairman, the Deputy General Director of Operational Transactions and Information Technologies presides. The Operational Risk Committee meets at least every three months on the date and time which are determined by the Chairman of the Committee.

Duties, Authorities and Responsibilities of the Operational Risk Committee;

• Analyzing and evaluating the Bank’s operational risks on consolidated and unconsolidated basis; and deciding on points to take necessary measures.
• Giving suggestions to the end that the operational risk loss database for monitoring operational risks shall comply with national and international regulations as well as changes arising from non-regulatory developments.
• Identifying the unit executives in charge of implementation of the decisions taken at committee meeting intended for preventing operational risks arising out of the Bank and its subsidiaries.
• Assessing the risk appetite and risk limits for operational risks which are determined by the Board of Directors. The Committee evaluates the risk analysis reports prepared by the business units in order to explain the causes of the operational risks leading up excess risk; and ensures that the decisions regarding the prevention / transfer / acceptance of the risk are taken.
• To ensure the dissemination of the operational risk culture, the Bank makes recommendations (In-class training, E-learning, electronic announcements on ‘’Operational Risk Warning, ‘’Security Announcements’’ related to the risks that our bank may face etc.) in order to increase the awareness of the bank's personnel about operational risks.
• Establishing sub-working groups at committee chairman’s discretion with the intention of assessing operational risks more frequently if it is considered necessary.

Member

The Credit Committee performs credit-related duties with which it is charged by the Board of Directors. This committee consists of the general manager and of at least two board members who satisfy all the qualifications required of a general manager save for term of office. When a Credit Committee member is unable to attend a meeting, he or she will be replaced by an alternate member who will be selected from amongst the board members who satisfy all the qualifications required of a general manager save for term of office. The general manager is the head of the Credit Committee. In the general manager’s absence, one of the other associate committee members serves as the chairman. The chairman of the Credit Committee is responsible for the effective and sound coordination of the committee’s activities. The Credit Committee must convene at least once a week in a meeting attended by all of its members.

The Credit Committee’s duties are:

• Implementing lending policies approved by the Board of Directors concerning the dimensions of the Bank’s total placements portfolio and its distribution by sector, geographical region, and credit type;
• Making recommendations to the Board of Directors for the determination of principles and procedures relevant to the Bank’s credit policies and to its lending on a portfolio and private individual/corporate entity basis;
• Ensuring that the credit portfolio is managed within the framework of generally accepted risk management principles.
• The Credit Committee may delegate some of its duties and authorities, provided that the scope and limits of these powers are explicitly defined; but it may not delegate any authorities concerning any type of unsecured credit other than retail loans and it is responsible for monitoring and checking the activities of the body to which it has delegated such authorities.

The Assets and Liabilities Committee is responsible for determining policies related to the management of the Bank’s assets and liabilities and to the deployment of resources for that purpose and for making decisions that will be carried out by the units that are involved in the management of the Bank’s balance sheet. The committee’s duties consist of discussing and assessing developments in the Bank’s financial structure, portfolio, budget, loan and deposit interest rates; developments in money and capital markets; and developments in the Bank itself as well as in other banks. The committee regularly meets once a week but it must meet at least once a month. Meeting places and times are announced by the chairman. Other assistant general managers and bank officers may be invited by the committee to take part in its meetings to obtain information from them or to hear their views. The head of Budget and Reporting Management is responsible for organizing the committee’s meetings and recording the decisions taken at them.

Halkbank’s Compensation Committee, established according to the Board of Directors’ decision dated December 27, 2011, and numbered 41-32, continues to monitor and supervise compensation practices on behalf of the Board of Directors in an effective manner.

A body that reports to the Bank's Board of Directors with the goal of coordinating the bank's sustainability efforts.

Duties and Authorizations of the Sustainability Committee:

Follow-up and implementation of the “Sustainability Policy” defined by the Board of Directors, 

Coordination of the bank's sustainability efforts, and running an assessment of the economic, environmental, and social effects of its activities,

Determining how to mitigate possible adverse effects of the bank's activities on sustainability and creating work groups with the relavant departments,

Establishing the bank's energy management procedures and principles. Analyzing the results of data on energy management. Providing recommendations regarding measures that need to be taken by contacting relevant departments of the bank. Providing reports and/or statements to public disclosure platforms as required,

Building the infrastructure that is suitable for the bank in legal/illegal situations. As a public bank traded on Borsa Istanbul, carrying out the necessary works and coordinating internal regulations within the bank so as to be listed and to remain in the BIST Sustainability Index, which covers the highest performing companies,

Providing opinions and recommendations to the Board of Directors with regard to the bank'a acitivities and shortcomings on sustainability.