Disclosure Policy

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.

Objectives

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.

Legal Ground

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 year-ends .

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 responsibility.


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 participants.

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.

(http://www.vakifbank.com.tr/recent-presentation.aspx?pageID=650,
http://www.vakifbank.com.tr/yatirimci-sunumlari.aspx?pageID=1130)

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 site.

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 administrative responsibility.

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 departments.

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 systematic manner.

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.