VakifBank is managed by its Board of Directors and its General Manager. The articles of association of VakifBank provide for the Board of Directors to have nine members appointed for a term of three years. Pursuant to recent changes made by Law No. 5387, the breakdown of the Board of Directors of VakifBank is determined according to its articles of association, except that one member of the Board (who is also the General Manager of VakifBank) is appointed by the Prime Minister to represent the GDF.
Pursuant to VakifBank’s articles of association, the Class A shareholders, Class B shareholders and Class C shareholders are entitled, respectively, to five, one and three representatives in the Board of Directors. Class D shareholders do not have direct board representation. In addition to the Board member appointed by the Prime Minister, three representatives of the Class A shareholders are currently nominated by GDF as the only Class A shareholder. The remaining representative of the Class A shareholders in the Board of Directors is an independent member elected by the General Assembly.
As the majority Class B shareholder, GDF further currently may appoint the representative of the Class B shareholders in the Board of Directors. The decision regarding the Board members to be appointed by GDF is taken at a meeting of the Board of Directors of GDF, which is in turn comprised of members appointed by the government. Two of the three representatives of the Class C shareholders in the Board of Directors are nominated by the majority of the Class C shareholders, currently VakifBank Pension Fund, while the other representative is an independent member elected by the General Assembly. The independent director shall be elected by the General Assembly from amongst the candidates nominated by the shareholders, however in nominating this candidate, choices of Class D Shareholders shall be given priority. Current board members were appointed by the general assembly dated March 31, 2006 and will remain as such until March 31, 2009, unless they are removed earlier by such general assembly. The following table sets out the current members of the Board of Directors, the date of their initial appointment to the Board and expiration date of their current term:
In June 2005, Mr. Bilal Karaman was appointed as VakifBank’s General Manager. The Assistant General Managers and their areas of responsibility are as follows: