Committees

Audit Committee’s Activities;

• Overseeing the effectiveness and adequacy of the internal control, risk management and internal audit systems of the Bank; functioning of these systems as well as the accounting and reporting systems in accordance with applicable laws and regulations; and maintaining the integrity of the information generated by these systems on behalf of the Board of Directors,
• Performing the preliminary assessments required for the selection of the independent audit firms by the Board of Directors,
• Monitoring the activities of the independent audit firms selected by the Board of Directors on a regular basis,
• Ensuring the consolidated functioning and coordination of the internal audit functions of the companies subject to consolidated audit,
• Receiving regular reports from the departments working in charge of internal audit, internal control and risk management systems and independent audit companies regarding their operations.

Meeting Time and Frequency:The Committee convened 23 times and adopted 122 resolutions in 2024. Attendance percentage at the Audit Committee meeting is 100%.

Credit Committee’s Activities

• Performing the tasks stipulated in the Banking Law in accordance with the principles set forth by the Board of Directors,
• Consulting for the written recommendation of the Head Office in lending decisions, and providing the financial analysis and intelligence reports regarding for loans that require the procurement of account status documentation,
• Providing any type of information that may be requested by any of the members of the Board of Directors regarding the Committee's activities and cooperating in the performance of any checks and controls since the Committee's activities are monitored by the Board of Directors.

Meeting Time and Frequency: The Committee convenes twice a month. The Committee convened 33 times and adopted 444 resolutions in 2024. Attendance percentage at the Credit Committee meeting is 100%.

Corporate Governance Committee’s Activities

• Overseeing the compliance with the Corporate Governance Principles within the Bank and determining the reasons in case of non-compliance as well as the negative impacts resulting from inadequate implementation of these principles and recommending corrective actions to be taken in respect thereof,
• Developing methods that will provide transparency in the determination of the candidates to be recommended as members to the Board of Directors,
• Monitoring the number of executives in senior management positions and developing recommendations,
• Developing recommendations and monitoring the implementations related to the principles and practices for performance evaluation and compensation of the members of the Board of Directors and the executives,
• Advising to the Board of Directors regarding the persons to be appointed to the Bank's senior management positions consisting of Executive Vice Presidents and equivalents,
• Investigating the independence of the Board members and revealing any conflicts of interest,
• Providing assessments and recommendations related to the structure and operating principles of the committees reporting to the Board of Directors.

Meeting Time and Frequency:The Committee convenes at least twice a year. The Committee convened 4 times and adopted 4 resolutions in 2024. Attendance percentage at the Corporate Management Committee meeting is 100%.

With the Board of Directors decision numbered 82893 and dated January 26, 2012, the VakıfBank Remuneration Committee was established in line with Article 6 of the Corporate Governance Principles that was amended with the "Regulation on Making Amendment to the Regulation Regarding the Corporate Governance Principles of Banks" that was published in the Official Gazette No. 27959 dated June 9, 2011.

Remuneration Committee’ Activities

• Evaluates remuneration policies and practices in the context of risk management, and reports its recommendations to the Board of Directors annually.
• Develops its recommendations regarding the remuneration of the members of the Board of Directors and senior executives by taking into consideration the Bank's long-term objectives.
• The Committee identifies remuneration criteria depending on performance of both the Bank and the Board Members.
• Considering the degree of realization of the criteria, the Committee submits its remuneration proposals regarding Board Members and senior executives to the Board of Directors.

Meeting Time and Frequency: The Committee convenes at least once a year. The Committee convened 4  times in 2024. Attendance percentage at the Numeration Committee meeting is 100%.

Purpose of the Committee

The Sustainability Committee is the highest decision-making body within the Bank responsible for defining the Bank’s sustainability strategy and policy, and for ensuring necessary actions are taken accordingly.

The Committee convenes under the General Manager. In the General Manager's absence, the Executive Vice President responsible for Digital Banking, Customer Experience, and Corporate Communications chairs the meeting. 

Meeting Principles

• Develop and integrate the Bank’s sustainability strategy and policies into core operations.
• Define sustainability targets and develop action plans aligned with these goals, ensuring coordination and monitoring of all related activities to enhance sustainability performance of the Bank. 
• Identify and prioritize climate-related and sustainability risks and opportunities, and manage risks that could reasonably impact the Bank’s financial position.
• Assess environmental, social, and economic risks related to financed projects and other loans, and advise the Board of Directors accordingly.
• Ensure the development of products and services aligned with sustainable development goals and the Bank’s sustainable finance framework.
• Establish a Climate Transition Plan to mitigate risks from climate change, monitor its implementation, and revise it when necessary.
• Define key performance indicators needed to meet the Bank’s climate and sustainability objectives.
• Recommend organizational changes to effectively and efficiently manage sustainability activities of the Bank.
• Oversee the preparation of the Bank’s sustainability reports and submit them for Board approval.
• Monitor national and international regulations related to the management of climate and sustainability risks and opportunities, and inform the Board of Directors about necessary actions to be taken.
• Provide input on sustainability- and social-themed funding the Bank may obtain from international markets.
• Decide on partnerships and initiatives the Bank may join or support in the field of sustainability.
• Coordinate efforts to equip the Bank, its subsidiaries, and affiliates with the necessary knowledge and skills to enhance sustainability awareness across the organization, and ensure sustainability is integrated into all business units and processes.
• Finalize key issues discussed in the Sustainability Sub-Committee and submitted to the Committee for decision.

Meeting Time and Frequency 

The committee meets at least twice a year or as deemed necessary by the Secretariat. 

Secretariat

The Sustainable Banking Department acts as the Secretariat. Meeting agendas are set jointly by the members and the Secretariat.

Purpose of the Committee

To implement the Bank’s sustainability strategy as defined by the Sustainability Committee, execute decisions made by the Committee, and coordinate necessary actions across departments for effective execution.

Committee Members

Membership changes may be made by the Sustainability Committee as needed.

Meeting Principles

• Implement the decisions taken by the Sustainability Committee. 
• Take necessary actions to execute the Bank’s sustainability strategy. 
• Form specialized working groups from different functions and expertise areas when necessary.
• Prioritize and evaluate issues related to sustainability and climate-related risks and opportunities; prepare preliminary assessments for matters that require the attention of the upper committee and, when necessary, escalate these items to the upper committee’s agenda.

The meeting procedures may be modified by the Sustainability Committee as deemed necessary.
 

Meeting Time and Frequency 

The Committee convenes at least twice a year and additionally at the discretion of the Committee Chair whenever deemed necessary. 

Secretariat 

The Sustainable Banking Department acts as the Secretariat. The meeting agenda is determined by the Sustainability Committee or the Secretariat.

Asset/Liability Management Committee's Activities

In the weekly meetings of the Asset/Liability Management Committee, the following are discussed;

• Current developments and expectations regarding the world and Turkish economy and their effects on the banking sector and the Bank,
• Current developments and expectations in risk indicators for the Bank,
• The Bank's weekly net resource requirement, net resource surplus/deficiency,
• Interest rate environment and current developments in interest rates,
• Markets and competitive situation,
• Pricing policies to be determined within this framework,
• Analyses prepared by the relevant units for new products/campaigns, if any,
• Matters discussed at the previous meeting,
• Other considerations,

In addition to the issues specified in the weekly meetings, the following are discussed in the monthly meetings;

• The Bank's monthly balance sheet and income statement development and budget realizations,
• Comparison of the Bank's data with the industry data (monthly or weekly),
• Monthly development of business lines,
• Comparative balance sheet items of the Bank and competitor banks (peer group) in each quarter.

Meeting Time and Frequency: The meetings are held once a week. The Committee held 47 meetings in 2024.

Information Systems Strategy and Steering Committee's Activities

• Overseeing, on behalf of the Board of Directors, whether IS investments are used appropriately in line with the IS strategy plan and the compatibility of the Bank's business objectives with IS objectives, and reporting directly and regularly to the Board of Directors on the same,
• Determining the priority order of IS investments,
• Providing guidance on the planning of resource use,
• Resolving resource conflicts between projects,
• Ensuring that the annual general IT Investment Plan is discussed and approved,
• Ensuring that critical decisions regarding project management processes are taken,
• Providing necessary guidance to ensure compliance of IS architecture and IS projects with the applicable legislation,
• Monitoring service levels related to IS services,
• Following up the performance of those which are in progress or completed out of the requests determined and prioritized in accordance with the Corporate Strategic Goals of the Bank by the Request Prioritization Subcommittee,
• Assisting senior management in implementing the IS strategy approved by the Board of Directors.

Meeting Time and Frequency: The Information Systems Strategy and Steering Committee convenes at least twice a year.

Request Prioritization and Steering Subcommittee's Activities

• The Subcommittee's prioritization authority has been delegated by the Information Systems Strategy and Steering Committee. The Subcommittee's activities are as follows: Prioritizing requests in accordance with the compliance of the quarterly resource availability shared the by IS and the Bank's Corporate Strategic targets for the relevant quarter,
• Preparing and submitting reports on prioritized and scheduled requests in the periods when the Information Systems Strategy and Steering Committee will convene,
• Requesting 6-month or 1-year realization data for requests that comply with the criteria determined by the Committee regarding the developments that have been completed and implemented by the IS and submitting them to the Information Systems Strategy and Steering Committee, when necessary,
• Providing necessary guidance to ensure compliance of IS architecture and IS projects with the applicable legislation,
• Monitoring service levels related to IS services                                                                  Meeting Time and Frequency: The Subcommittee convenes at least once every three months.

Information Security Committee's Activities

• Approving Information Security Plans and Programs,
• Coordinating the changes to be made in the Information Security Policy, giving preliminary approval and submitting them to the Board of Directors for approval and ensuring their implementation,
• Approving exceptions regarding Information Security,
• Approving documents (policy, procedure, etc.) created within the scope of Information Security, taking into account their compliance with the Information Security Policy,
• Suggesting, following and prioritizing Information Security projects/works,
• Ensuring that measures are taken to increase information security-related awareness within the Bank and following up the related practices,
• Evaluating the effectiveness of information security-related activities and taking the necessary measures to increase it when necessary,
• Preparing an approved asset classification guide regarding how information assets will be classified,
• Approving the information security awareness training program and reviewing and updating the content of the program at least once a year, taking into account emerging technologies and risks,

Meeting Time and Frequency: The Committee convenes at least twice a year.

Information Systems Sustainability Committee's Activities

• Persons who have critical roles in and are responsible for the execution of the IS Sustainability Plan shall be subjected to an IS sustainability training every year in a detail and content commensurate with their responsibilities and be informed about their duties and responsibilities under the plan.
• Tests shall be conducted at least once a year to provide a real disaster scenario and to carry out activities through the secondary centre in order to ensure the effectiveness and timeliness of the Information Systems Sustainability Plan. External service providers, if any, shall be included in the tests, the test results shall be reported to the senior management and the plan shall be updated accordingly.
• The up-to-datedness of the contact details of the persons who have critical roles in responsible for the execution of the Information Systems Sustainability Plan and the personnel and external service providers involved in the plan and the availability of such persons shall be tested at least twice a year through communication chain tests.
• The IS Sustainability Committee shall be obliged to announce that there is a crisis situation, taking into account all the factors related to the events occurred, to decide commissioning the IS sustainability plan and to ensure coordination with other recovery, continuity and response teams.
• The IS sustainability management process must be based on national or international standards or the relevant best practices. Within the scope of this process, the Bank shall carry out the following in relation to the IS sustainability plan:
• Establishing an information systems sustainability management process including business impact analysis, risk assessment, risk management, monitoring and testing activities,
• Developing the plan and determining the procedures required for recovery within the framework of the business impact analysis and prioritized business objectives with the participation of the business units,
• Ensuring that the IS Sustainability Plan is feasible and maintained,
• Ensuring that the Information Systems Sustainability Plan is in compliance with other plans such as intervention plans, capacity plans and legislative requirements,
• Ensuring that the plan is reviewed and updated at least once a year according to the lessons learned from the findings and tests identified as a result of audits and risk analysis studies, or after changes affecting the business processes or IS sustainability,
• Dealing with legal issues arising from emergencies and disasters and carrying out communication with the public and press;
• Providing training to relevant teams and employees within the scope of the plan and raising awareness.

Emergency and Contingency Committee's Activities

• Coordinating the preparation of an emergency and contingency plan to be approved by the Board of Directors and the operation of the Plan by the relevant business units,
• Activating the plan by the nature of the emergency and contingency situation (event, emergency, disaster); monitoring and managing all phases of its termination, ensuring that the plan is carried out through its subordinate groups and teams and that the necessary delegation of authority for emergency and contingency situations is made and supervised,
• Evaluating the critical transactions and support infrastructure that are vital for the Bank to continue its activities; ensuring the continuity of critical/priority processes and activities and making plans for returning to normal operations in emergency and contingency situations,
• Establishing an Emergency and Contingency Command Centre to overcome problems that arise in emergencies and contingency situations,
• In case of any emergency and contingency situation, ensuring that all executive personnel and emergency and contingency teams are informed and meet at the designated Emergency and Contingency Situation Command Centre,
• Ensuring the establishment and implementation of backup, policies and procedures to ensure the continuity of the Bank's operations in emergency and contingency situations,
• Ensuring that the activities of the Units that have special duties in the Emergency and Contingency Plan are carried out in line with the plan.

Meeting Time and Frequency: The Committee convenes at least once a year.

Savings Committee's Activities

• Examining savings proposals that will reduce the Bank's overall expenses; identifying necessary resources for feasible ones; investigating changes in costs after the projects put into practice; and determining the actions to be taken by evaluating the developments.

New Product Development Committee's Activities

• Detailed examination of new product-related risks (Operational risks, IT risks, reputational risks, legal risks, financial risks, etc.),
• Evaluating risk management practices (control points, systems, etc.) and determining the necessary resources for establishing an effective risk management for new products and services,
• Analysis for associating the activities to be carried out regarding new products and services with the Bank's financial structure and capital,
• Benefit and cost analysis for products or services,
• Determining implementation procedures to be followed in measuring, monitoring and controlling risks arising from new products and services,
• Incorporating new products into the Bank's processes and determining the relevant workflows,
• Evaluating the compliance with the legislation, control points over the process and, if necessary, compliance with MASAK legislation within the scope of the Regulation on the Internal Systems of Banks and Internal Capital Adequacy Assessment Process,
• Evaluating legal regulations,
• Evaluating ISO and sustainability requirements.

Treasury Exchange Positions and Stop-Loss Limits Management Committee's Activities

• Determining and, if necessary, reviewing the Treasury Exchange Positions and Stop Loss Limits,
• Submitting the determined and approved limits to the Board of Directors.

Digital Transformation Committee's Activities

• Identifying, and transferring the works in the branches that have not been transferred to digital channels yet,
• Automating routine works in branches and units and making operational improvements,
• Creating end-to-end digitalized flows in all channels, taking into account the customer experience,
• Establishing in-branch self-service digital banking equipment (such as kiosk-like equipment where the customer can make all transactions such as depositing, withdrawing money, taking statement, bill/credit payment) in pilot branches to be determined, which will replace pay-desks,
• Extending the scope of digital contract and transaction approval currently used in the Bank to all products and transactions that may be appropriate,
• Spreading the open banking (open API) application, where our corporate customers can perform their transactions in our branches from their own screens, in applicable establishments,
• Investigating cooperation opportunities with fintechs/startups that are considered to provide added value to the Bank,
• Carrying out the necessary studies for the commissioning of the customer management module, which provides end-to-end management of the entire portfolio, as soon as possible in order to ensure optimum profitability from the Bank's existing retail and commercial customer portfolio,
• Ensuring the establishment and maintenance of the necessary infrastructures in order to expand the use of future payment systems with the decrease in the dependence on physical plastic cards in payment systems.
• Involving other relevant units in the process in order to achieve the aforementioned objectives,
• Working on other issues that are put on the agenda by the committee members.

R&D Management Committee's Activities

• Evaluating training, patent/utility model, publication and project incentive applications, submitted by the R&D Executive Committee, within the scope of the R&D Centre Award and Incentive System Regulation, Forwarding the incentive applications it deems appropriate to the Performance Evaluation and Career Planning Department,
• Determining the limit of the annual training incentive quota,
• Evaluating whether the education incentive award will continue if the personnel transfers to another university/another program,
• Evaluating the requests from the personnel whose thesis evaluation report is negative during the doctoral thesis period to benefit from the leave incentive in the following periods,
• Preparing the ground for R&D projects that can train qualified R&D personnel, develop qualified R&D projects, pioneer in university-industry cooperation, and disseminate information by protecting intellectual rights with patents/publications,
• Overseeing the development of R&D projects created with the idea of an initial product, service, application, method or business model, by identifying the next generation requirements that can meet the requirements in core banking and related fields of activity on an international scale,
• Taking decisions (Final Approval, Project Prioritization, National/International Fund support application decision) with the relevant units regarding R&D Project proposals, and ensuring their implementation,
• Determining the R&D Centre strategies in line with the Bank's strategies; approving and monitoring the "R&D Strategy Document",
• Evaluating and approving the R&D projects received from the R&D Executive Committee,
• Approving the R&D Projects to be carried out either equity or incentive based,
• Determining the projects that will be carried out within the R&D Centre and the employees who will be involved in these projects,
• Forwarding the information technologies-oriented equipment/hardware grant requests from the universities within the scope of the R&D Centre to the relevant unit for evaluation,
• Approving the R&D Project consultants in projects that require academic consultancy,
• Approving R&D service procurement in R&D Projects that require expertise,
• Approving the incentivized R&D projects applications and term reports,
• Determining the demands regarding the R&D investments in its field of activity and forwarding them to the relevant units,
• Approving the R&D Centre Annual Activity Report,
• Forwarding its views on the R&D Centre Annual Budget to the relevant unit,
• Forwarding its views and suggestions on the R&D Centre Reward and Incentive System Regulation to the relevant Unit.                                                                                    Meeting Time and Frequency: The Committee convenes at least once every three months.

Expense Management Assessment High Committee's Activities

• The budget and investment and expenditure requests outside the scope of the budget are assessed by the Expense Management Assessment Sub-Committee and submitted to the High Committee for approval. The High Committee takes a decision after making the necessary assessments.
• The terms, procedures and principles related to extra-budgetary investment and expenditure requests are determined by the High Committee.
• The High Committee may delegate any of its authorities in accordance with the procedures and principles to be determined.
• The Expense Management Assessment Committee can ask for the submission of the results of approved and implemented requests from the relevant business units. In order to monitor the requests it has approved, the Committee may request periodic reports after the purchasing process, including numerical data with their authorizations and justifications.Meeting Time and Frequency: The Committee convenes at least once a year.

TFRS 9 High-Level Steering Committee's Activities

• Ensuring that necessary changes are made related to TFRS 9 Impairment Methodology Document, TFRS 9 Classification and Measurement, Testing of Contractual Cash Flows and Management Model Document and TFRS 9 Impairment General Process Governance Document,
• Resolving matters discussed at the TFRS 9 Committee and submitted to the TFRS 9 Steering Committee.

Meeting Time and Frequency: The Committee convenes at least once a year.

Customer Request Evaluation Committee's Activities

• Evaluating the objections, complaints, demands, requests, suggestions and so on applicants submitted by customers directly through the TBB, BRSA, CIMER and other official institutions, as well as their applicants they submit directly to the Bank via Branch Offices, Call Centre, Internet and Mobile Banking Applications, Internet Page, Internet Complaint Sites, Corporate Social Media (Facebook and Twitter, Instagram, LinkedIn) accounts and/or e-mail regarding the products and services offered by the Bank,
• Identifying the applications that cause customer dissatisfaction, providing feedback related to them and following up the same by ensuring that the necessary actions are taken regarding the improvement/development needs of the said applications.

Meeting Time and Frequency: The Committee convenes at least once every three months.

Crisis Communication Committee's Activities

• Convening upon the call of the Chief Executive Officer according to the impact and extent of the crisis within the scope of the communication strategy to be followed in times of crisis, and carrying out the communication on behalf of the Bank,
• Taking decisions about communication method and timing,
• Preparing all kinds of statements, press releases, answers to questions to be made/given on behalf of the Bank, ensuring that the same are approved and disclosed by the spokesperson of the relevant unit,
• Preparing the crisis report, which is updated during the crisis,
• Providing communication with stakeholders and organizations to which it is affiliated,
• Preparing, after the immediate effects of the crisis, a report that summarizes the post-crisis communication plan and the situation related to the crisis, extending to the short, medium and, if necessary, long-term.

Data Governance Committee's Activities

• Coordinating the changes to be made in the Data Governance Policy; giving preliminary approval for the same and submitting them to the Board of Directors for approval,
• Ensuring and approving the necessary changes in the process and standard documents created in line with the policy, - Deciding, evaluating, following up and prioritizing Data Governance-related strategies and projects,
• Evaluating the activities carried out within the scope of Data Governance and following up the previous decisions, - Following up whether the legal and other compliance standards (IFRS9, Basel, etc.) related to the Bank's data are met,
• Making decisions when data ownership cannot be decided,
• Ensuring that actions are taken to increase Data Governance-related awareness throughout the Bank; following up the related practices and evaluating their effectiveness.

Information Sharing Committee's Activities

• Determining the implementation procedures and principles of the Regulation on the Sharing of Confidential Information through policies, procedures and guidelines; monitoring the compliance and up-to-dateness of the same with the general legislation, and ensuring that updates are made when necessary,
• Evaluating, determining and supervising the measures, principles and implementation procedures and principles to ensure that:
• if it is related to for the purposes for which it is stated, the information sharing contain only as much data as required by the said purposes;
• it can be demonstrated that all of the data or data sets contained in the sharing are necessary for the realization of the stated purposes;
• if the aforementioned purposes can still be achieved when the data to be shared is aggregated, de-identified or anonymized, these methods are applied;
• if the customer whose information will be shared is not also a common customer of a parent, controlling partner or group company, the confidential information regarding the real/legal person customer to be shared with these parties is not of a nature that identifies or makes identifiable the said customer, and that the methods specified in paragraph (c) are used;
• the minimum requirements for the parties with whom the information will be shared and the sharing methods are constructed in a way that creates the least possible data copy, in order for the sharing to be proportionate, including the cases that are exempted from the confidentiality obligation in Article 5 of the Regulation on Sharing Confidential Information;
• Coordinating incoming sharing requests, evaluating their suitability, recording the evaluations,
• Notifying the relevant units and senior management of the process-related or system-related improvement suggestions that are deemed necessary as a result of the controls performed,
• Ensuring that the sharing of confidential information is carried out in accordance with general banking and the Bank's legislation.

External Fraud Risk Committee’s Activities

External Fraud Risk Committee leads the monitoring and prevention functions of transactions involving fraud risk for VakıfBank customers.

The concept of "Fraud" includes:

• Transactions in which customers suffer losses through banking operations conducted via various bank channels by malicious third parties without the customers' knowledge and consent over their accounts and products.

• Transactions executed by VakıfBank customers in collusion with third parties with the intention of abusing the fraud system's damage compensation procedures.

• Attempts by VakıfBank customers to cause damage to the bank using document and information forgery methods.

TFRS 9 Committee’s Activities

• Implementing the decisions taken by the High-Level Steering Committee,
• Ensuring high-level governance and oversight in the TFRS 9 impairment calculation process,
• Evaluating revisions related to policies and procedures, model methodology, model inputs, and related components concerning TFRS 9,
• Reviewing the need for individual (specific) assessment in loans and decide whether additional provisions should be set aside,
• Monitoring issues raised in Audit/Validation/Monitoring reports and other reports submitted by the BRSA (Banking Regulation and Supervision Agency) and statutory auditors, and ensure actions are taken accordingly.
• Presenting issues discussed by the Committee to the TFRS 9 High-Level Steering Committee (Steering Committee) when necessary.

Banking Improvement and Development Committee’s Activities  

• Improving and developing our bank's activities and processes,
• Eliminating the differences between the service levels of our head office’s departments/branches,
• Increasing coordination and cooperation between Bank’s departments,
• Evaluating the suggestions from employees regarding products and business processes,
• Increasing service quality and competitiveness by standardizing bank's applications and workflows
• Contributing to establish a corporate structure.

R&D and Innovation Management Committee's Activities

• Convening with the participation of relevant parties and monitoring the activities to ensure that VakıfBank R&D Center continues its activities in accordance with Law No. 5746 on Supporting Research, Development, and Design Activities and relevant legislation,
• Approving decisions related to R&D,
• Making the final evaluation of innovative ideas coming through the V-Lab platform to promote a culture of innovation within the institution,
• Determining the ideas to be rewarded and the amount of the rewards.

Proposal Evaluation Committee's Activities

• The committee meets at the end of the proposal evaluation process conducted through the V-Lab Platform to determine the proposals and proposers eligible for the award.