TEB 2016 Annual Report

As of 31.12.2016 the Board of Directors have accepted 171 resolutions. The Board Members and Committee Members have participated into respective meetings at sufficient levels.

SENIOR EXECUTIVE COMMITTEE

Monitoring and surveillance of TEB and TEB Group’s operational performance on behalf of TEB’s Board of Directors and in accordance with its directions.

Chairman
Jean Paul SABET, Vice Chairman of the Board of Directors

Deputy Chairman
Dr. Akın AKBAYGİL, Vice Chairman of the Board of Directors

Members
General Manager

Committee meets as required.

CREDIT COMMITTEE

The Credit Committee is responsible to evaluate and approve loans within its authorization limits.

Chairman
Dr. Akın AKBAYGİL, Vice Chairman of the Board of Directors

Deputy Chairman
Jacques Roger Jean Marie RININO, Board Member

Members
Musa ERDEN, Board Member
Xavier Henri Jean GUILMINEAU, Board Member
General Manager

Committee meets as required.

RISK POLICIES COMMITTEE

Responsibilities of the Committee:

To approve general risk management strategies for credit risk and other types of risk,
To approve credit policy documents, related amendments and if necessary to submit to the approval of the Board of Directors,
To review risk portfolios.

Chairman
Jacques Roger Jean Marie RININO, Board Member

Deputy Chairman
Dr. Akın AKBAYGİL, Vice Chairman of the Board of Directors

Members
General Manager
Group Chief Risk Officer
Credit Risk Director

Committee that meets on a monthly basis or as required.

AUDIT COMMITTEE

Responsibilities of the Committee:

On behalf of the Board of Directors to supervise the efficiency and adequacy of the Bank’s internal systems,
To supervise compliance with the provisions hereof concerning internal control and with the internal policies and implementation procedures approved by the Board of Directors and to make proposals to the Board of Directors in relation to measures which it is considered necessary to take,
Together with the top-level management and the independent auditors, to evaluate the results of independent audit, the annual and quarterly financial statements and related documents and the independent audit report,
To evaluate the independence of the rating institutions, the independent audit institutions, including those which carry out audits of information systems and the valuation institutions with which the Bank will sign contracts and of their presidents, directors, auditors, managers and employees, in their activities related with the Bank and the sufficiency of the resources that are allocated.

Chairman
Jacques Roger Jean Marie RININO, Board Member

Deputy Chairman
Dr. Akın AKBAYGİL, Vice Chairman of the Board of Directors

Members
Yvan De COCK, Board Member
Sabri DAVAZ, Board Member

Committee meets at least every three months.

SELECTION AND COMPENSATION COMMITTEE

Responsibilities of the Committee:

The BRSA’s Regulation Amending the Regulation on the Banks’ Corporate Governance Principles published in the Official Gazette issue 27959 dated 9 June 2011 obligates establishing a compensation policy that is aligned with the scope and structure of the Bank activities, its strategies, long-term goals and risk management structures, that prevents taking excessive risks and that will contribute to effective risk management.
Determination, monitoring and supervision of remuneration implementations (including salaries, performance bonuses, premiums, awards and fringe benefits).
Annual submission to the Board of Directors the proposals with respect to the evaluation of remuneration policy and implementations under the risk management.
Determination of the criteria for the payments of performance bonuses to the employees based on their performances and announcement of such criteria to the employees and regular review of such criteria according to the determined standards and special duty responsibilities.
Identification and approval of organizational structure, norms, job description, authorization and delegation for Group Director and above titles.

Chairman
Jean Paul SABET, Vice Chairman of the Board of Directors

Deputy Chairman
Dr. Akın AKBAYGİL, Vice Chairman of the Board of Directors

Regular Attendants
General Manager

Committee meets as required.

COMPLIANCE COMMITTEE

Responsibilities of the Committee:

To supervise of compliance policies and practices.
To monitor the changes in legislation.

Chairman
Xavier Henri Jean GUILMINEAU, Board Member

Deputy Chairman
Dr. Akın AKBAYGİL, Vice Chairman of the Board of Directors

Members
Sabri DAVAZ, Board Member
Yvan L.A.M. DE COCK, Board Member

Committee meets as required.

CORPORATE GOVERNANCE COMMITTEE

To oversee compliance with corporate governance principles, undertake improvement efforts in this area and submit proposals to the Board of Directors.

Chairman
Dr. Akın AKBAYGİL, Vice Chairman of the Board of Directors

Deputy Chairman
Yavuz CANEVİ, Chairman of the Board of Directors

Members
Jacques Roger Jean Marie RININO, Board Member
Xavier Henri Jean GUILMINEAU, Board Member

Committee meets as required.

ASSETS AND LIABILITIES COMMITTEE

Responsibilities of the Committee:

Regarding TEB Group’s Financial Markets activities; evaluation of industry developments and expectations, determination of strategies, evaluation of markets and the strategies to be adopted and the comparison of risk sizes to be taken,
To review of financial indicator reports,
To discuss expectations and developments in the domestic and international markets,
To review of the general presentation of marketing groups,
To review of ALM’s presentation in terms of deposits and credit structure,
To examine the funding cost and spread improvement for business segments,
Evaluation of analysis of the Bank’s weekly balance-sheet, income and expense, profit and loss statement.

Chairman
General Manager

Deputy Chairman
Assistant General Manager, Assets and Liabilities Management and Treasury

Members
Deputy Head of Corporate Investment Banking
Senior Assistant General Manager, Retail and Private Banking Group
Senior Assistant General Manager, SME Banking Group and Deputy General Manager
Assistant General Manager, Corporate Banking
Assistant General Manager, Financial Control Group
Assistant General Manager, Fixed Income
Assets and Liabilities Management Director
Chief Economist
Chief Investment Advisor

Committee that meets bi-weekly or as required.

NEW PRODUCT COMMITTEE

Within the scope of the Regulation of New Product, Activity and Organization to make decisions about products, activities and organizations which are defined as “newly”.

Chairman
Head of Compliance Group and Internal Control Group

Deputy Chairman
-

Members
Assistant General Manager of Product Owner Segment
Internal Control Director
Director of Management Reporting
Core Banking and ADC Operations Director
Credit Risk Director
Market, Liquidity, Counterparty Risk and Balance Sheet Analysis Director
Business Process Group Director
Business Solutions Director
Head of Legal Affairs, Secretary of the Board
Contracts, Legal Counseling and Projects Director
General Accounting Director
Group Chief Risk Officer
Executive Tax Director
Customer and Product Safety Director
Representative of Compliance Division
Operational Risk and Business Continuity Manager
Representative of Legislation Division

Committee meets when the new products, activities and organizational change for customers are on the agenda.

MARKET AND LIQUIDITY RISK COMMITTEE

Responsibilities of the Committee:

To monitor market risks and derivative risks,
To review market and customer derivative risk policies and submit to the Board of Directors,
To examine stress scenarios and if necessary to make proposal to the Board of Directors for amendment,
To review market risk limits and recommend to Board of Directors,
Discussion of necessary topics by Financial Markets, Asset and Liability Management / Treasury, Financial Affairs and Group Risk Management,
To monitor the liquidity of the Bank; to analyze and follow-up borrowing capacity and other possible funding sources in order to avoid any default risk,
To analyze and monitor the interest rate exposure of the Bank,
To review the limits regarding both interest and liquidity risks and recommend to Board of Directors,
To prepare guidelines and policies for interest rate and liquidity risks and recommend to Risk Policies Committee,
Recommendation of interest, liquidity, market and counterparty credit risk measurement methods to the Risk Policy Committee.

Chairman
Head of Compliance Group and Internal Control Group

Deputy Chairman
-
Members
Assistant General Manager of product owner segment
Internal Control Director
Director of Management Reporting
Core Banking and ADC Operations Director
Credit Risk Director
Market, Liquidity, Counterparty Risk and Balance Sheet Analysis Director
Business Process Group Director
Business Solutions Director
Head of Legal Affairs, Secretary of the Board
Contracts, Legal Counseling and Projects Director
General Accounting Director
Group Chief Risk Officer
Executive Tax Director
Customer and Product Safety Director
Representative of Compliance Division
Operational Risk and Business Continuity Manager
Representative of Legislation Division

Committee meets when the new products, activities and organizational change for customers are on the agenda.