Türkiye Vakıflar Bankası T.A.O.’s (VakıfBank/the Bank) Disclosure Policy which was announced
to the public following the approval of Board of Directors on March 9, 2009 and updated with
the resolution of Board of Directors dated October 31, 2017.
VAKIFBANK DISCLOSURE POLICY
Türkiye Vakıflar Bankası T.A.O’s (VakıfBank/the Bank) Disclosure Policy was updated in
accordance with the ‘’ Communiqué on Material Events Disclosure (II-15.1)’’ issued by the
Capital Markets Board of Turkey (“CMB”) was entered into force by the approval of Board of
Directors on October 31, 2017.
The main purpose of VakıfBank’s Disclosure Policy is to provide communication of necessary
information and disclosures except confidential banking business information to its
shareholders, employees, existing and potential investors, customers, creditors and all other
stakeholders (including public) in a timely manner and in an accurate, fair, complete,
comprehensible, comparable, smooth and cost efficient way.
VakıfBank carries out all necessary financial and non-financial disclosures in order to inform
the public with the principle of transparency in accordance with the Banking Law, especially
the regulations of the Banking Regulation and Supervision Agency (BRSA), Capital Market Law
and the regulations of Capital Markets Board, Turkish Commercial Code, the regulations of
Borsa Istanbul Stock Exchange and the other relevant regulations within the context of
generally accepted accounting principles and Corporate Governance Principles.
Authorization and Responsibilities
Board of Directors is responsible and have authority for preparing, supervising and improving
the Disclosure Policy. The executives of the Legal Reporting and Investor Relations
departments were assigned to coordinate the disclosure function. The authorized executives
fulfill their responsibilities in a close cooperation with the Corporate Governance Committee,
the Audit Committee and the Board of Directors. Any changes to the Disclosure Policy will be
disclosed on Public Disclosure Platform (“PDP”) and the Bank’s web site following the approval
of the Board of Directors.
Methods and Means of Public Disclosure
All the necessary procedures for public disclosure enforcements to be effective were
determined by the Board of Directors. All the methods and means of public disclosure
pursuant to Banking Regulations, Capital Market Regulations, Turkish Commercial Code and
other relevant regulations that are used for the Public Disclosure are beneath:
- Material events disclosures
- Financial statements and annual reports
- Meetings, teleconferences and videoconferences
- Investor meetings and investor presentations
- Press Releases via the printed and visual media
- Announcements and notifications that are published via Turkish Trade Registry
Gazette and daily newspapers
- Corporate web site (www.vakifbank.com.tr)
- Data Providers (Reuters, Bloomberg, Forex etc.
Material Event Disclosures
Pursuant to “Communiqué on Material Events Disclosure (II-15.1)’’ published by the Capital
Markets Board of Turkey (“CMB”), material events disclosures comprising internal and
perpetual information are announced in due time on Public Disclosure Platform in Turkish and
in English by Investor Relations Department. In addition, aforesaid disclosures are published
in the corporate web site next business day following the public disclosure and these
disclosures should be maintained in the corporate web site for a period of five years.
Public Disclosure of Financial Statements
The quarterly consolidated and non-consolidated financial statements, related disclosures
and the footnotes, which are prepared in accordance with the provisions of the Regulation on
the Procedures and Principles for Accounting Practices and Retention of Documents by Banks
published by BRSA, Communiqué of Financial Statements and the Related Disclosures and
Footnotes to be Announced to Public by Banks, Communiqué on Preparation of Consolidated
Financial Statements of Banks, Communiqué on the Principles of Financial Reporting in Capital
Markets (II-14.1), Principles of Accounting and Financial Reporting and related appendix and
interpretations, are subject to limited audit at the quarter-ends and independent audit at the
Before the public disclosure, financial statements and related footnotes are approved by the
Chairman of the Board of Directors, Members of Audit Committee, CEO and the related
Executive Vice President and Head of the relevant department with statement of
Following the approval, the financial statements, footnotes and independent auditor’s report
are published in due time on Public Disclosure Platform. In addition, financial statements,
footnotes and independent auditor’s report are sent to BRSA, Central Bank of the Republic of
Turkey (CBRT) and the Banks Association of Turkey and the reports are published on the Bank’s
web site both in Turkish and English concurrently.
Public Disclosure of the Annual Reports
Annual Reports of the Bank, prepared in accordance with the regulations of the BRSA and the
regulations of CMB, are approved by the Board of Directors and Independent Auditor. The
annual reports which composed of the information about the Bank and its subsidiaries, are
disclosed in due time on the Bank’s web site and on Public Disclosure Platform both in Turkish
and in English. Moreover, the annual report can be obtained from the Investor Relations
Department and the Bank’s branches. The quarterly interim annual reports and financial
statements are disclosed on both the Public Disclosure Platform and the corporate web site
of the Bank in Turkish and in English.
Investor Meetings and Presentations
VakıfBank Investor Relations Department is responsible for conducting effective relations with
both existing shareholders and potential equity and fixed income investors, financial analysts,
credit rating agencies and the parties of the international debt capital markets and aiming to
increase the market value of the Bank. Within this context, the Investor Relations Department
is assigned a bridge function between the top management and the investor community. The
Department conveys VakıfBank’s investment messages to the shareholders and investors
while providing periodic reporting to the top management on the evaluations and feedbacks
received from the shareholders and investors hereby facilitating a two-way communication.
Pursuant to principle of equality, Investor Relations Department answers the questions of
relevant parties except confidential banking business and customer information through
communication tools such as e-mail, fax, teleconference, presentations, meetings, investor
bulletins and disclosures, etc. in order to convey both Bank’s operational and financial
performance, vision, strategy and purposes in the best possible way.
Investor Relations Department regularly attends conferences organized in Turkey and abroad
on behalf of the Bank and hold one-on-one and group meetings with investors.
Following the disclosure of the Bank’s unconsolidated financial reports on quarterly basis,
Investor Relations Department prepares earnings presentations and organizes
teleconferences in order to present the quarterly financials and answers the questions of
Particularly financial statements, earnings presentations and the other relevant information
are shared via email regularly and periodically with the shareholders, credit rating agencies
and analysts by Investor Relations Department.
The earnings presentations prepared following quarterly financial reporting periods for the
analysts and investors are published on the VakıfBank web site in English and in Turkish.
VakıfBank accepts analysts' reports as proprietary information belonging to the broker
company and does not publish such reports on its web site (www.vakifbank.com.tr). VakıfBank
does not review, confirm, endorse, undertake or disseminate analysts' reports or financial
models. VakıfBank publishes the name of local and international analysts on its corporate web
Measures to Keep the Confidentiality of Material Events Until Public Disclosure
It is essential for the Bank to keep the confidentiality of undisclosed information, event and
developments which can directly or indirectly affect the value of the capital market instrument
or the investment decisions. VakıfBank employees having access to internal information are
informed regarding their commitments within the context of Capital Markets legislation and
relevant regulations accordingly. Institutions having access to confidential banking
information due to their operations such as independent auditors, consultant companies,
credit rating agencies and unions can not, by any means, share undisclosed information or
material events with the third parties. If it is determined that any insider information is
unintentionally shared by these people with the third parties, in case it is concluded that the
confidentiality of the information cannot be protected within the scope of CMB legislations, a
material event disclosure is made.
If public disclosure of such information is postponed, those who have access to the subject
information at the time of postponement are informed about their obligations and sanctions
applicable thereof. Confidentiality clauses are added to agreements with third parties who
have access to the subject information in order to ensure that reasonable precautions to
ensure confidentiality are implemented by such persons.
Individuals Having Administrative Responsibility
In order to determine individuals who have administrative responsibility, duties in the bank’s
organization, the content of the information reached and the qualities specified in the
relevant legislation is taken as criteria. In this context, members of the Board of Directors of
the Bank, individuals who have directly or indirectly regular access to internal information and
who, at the same time, are authorized to make administrative decisions that will affect the
future improvement and targets of the Bank are among the list of individuals having
Disclosure of Official Guidance
In the event of disclosing official guidance for upcoming periods, it is essential to provide
realistic guidance in accordance with Communiqué on Material Events Disclosure (II-15.1) with
paying attention not contain baseless, exaggerated predictions and not to be misleading.
Tracking and Follow-Up of the Statements Relating to News and Rumors
The news and rumors released by press and the other communication channels with regard
to the Bank are followed up by the Corporate Communication Department and the
department informs the Board of Directors, executive management and relevant
In the event of any news or rumors about the Bank which are published in press and media,
are not originated from duly authorized officers of the Bank, are disclosed for the first time or
are different from the previously disclosed information, and are so material and important
that they may affect the investment decisions of potential investors and value or price of
capital market instruments, a material event disclosure will be published in order to verify
whether such news or rumors are accurate, true and adequate or not, in accordance with the
Material Events Communiqué (II-15.1). Such public disclosure or press statement will be
further transmitted and delivered to data distribution channels such as Reuters, Forex and
Bloomberg, and in addition, published in the corporate web site.
The same method mentioned above will also be applied in case of news or rumors which are
not subject to a material events disclosure under the Communiqué, but about which the Bank
top management deems necessary to make a clarification.
VakıfBank do not publish any disclosure about analysis, comments, projections and
evaluations based on already disclosed information. If such news are regarding the
information subject to deferred disclosure, then the reasons for deferral are invalidated and
the Bank makes a public disclosure.
Corporate Web Site
VakıfBank’s web sites both in Turkish and in English are available at the URL of
vakifbank.com.tr. It comprises the information required by the Corporate Governance
Principles and the regulatory authorities. VakıfBank’s corporate web site is actively used for
public disclosed and it is essential to keep the Bank’s web site regularly updated. All the
publications, material event disclosures and detailed information about VakıfBank takes part
in the corporate web site. All the information stands in the official web site is consistently
updated for the accession of shareholders and investors to the information in an easy way. At
the same time, for the sake of comparability, previous information are maintained in a
Questions, comments and information requests of all shareholders are responded by Investor
Relations Department as soon as possible. Mail address, telephone and fax numbers are
available in the Bank’s web site for the shareholders and investors. In addition, the corporate
web site contains frequently asked questions and their answers.