Disclosure pertaining to the Capital Markets Board Communiqué Serial IV No:56 regarding Corporate Governance Principals

Transcription

1 Disclosure pertaining to the Capital Markets Board Communiqué Serial IV No:56 regarding Corporate Governance Principals a) Total number of shares and voting rights and if any, information regarding any privileges assigned to a group of shares; The Banks issued capital which has been fully paid is ,- TL (Two billion two hundred four million three hundred ninety thousand Turkish Liras), fully paid up and divided into (Two billion two hundred four million three hundred ninety thousand) registered shares each with nominal value of TL 1 ( One Turkish Lira). There are no privileged shares. b) Explanations regarding any changes and causes for change in the activities of the company and the company s major subsidiaries and affiliates that would have significant effect on the management and operations that occurred in the previous financial year or is planned in the following financial year, along with the and last two years annual reports and financial statements of all related parties. Bank s Annual Report and Financial Tables are published on on Investor Relations page and under titles Annual Reports and Banking Regulation and Supervisory Agency (BRSA) reports. On the other hand, there are no changes in the activities or management of the subsidiaries or affiliates that would have significant effect on the bank s operations. c) Withdrawal, replacement and election of Board Members, if there are any, explanations for withdrawal and replacement, information about new candidates on General Assembly agenda. The list of Candidates for Board Membership is as follows: 1- Varol CİVİL 2- Yavuz CANEVİ 3- Dr. Akın AKBAYGİL 4- Jean-Paul SABET 5- Ayşe AŞARDAĞ 6- Sabri DAVAZ 7- Alain Georges Auguste FONTENEAU 8- Jean Milan GIVADINOVITCH 9- Beatrice COSSA DUMURGIER 10-Yvan De COCK 11- Musa ERDEN 12- Henri FOCH 13- Alain KOKOCINSKI 14- İsmail YANIK New Member Appointment due to resignation of Mr. Fillon New Member New Member New Independent Member New Independent Member Yavuz Canevi, Chairman 1996 TEB A.Ş. Chairman of the Board of Directors 2001 TEB Holding A.Ş. Board Member TEB N.V. Chairman of the Board of Directors

2 Istanbul Stock Exchange,Vice Chairman and Board Member Euro Turk Bank, Chairman of the Executive Council Türk Eximbank, Chairman Undersecretary of Treasury and Foreign Trade, Prime Minister s Office Central Bank of Turkey, Governor Central Bank of Turkey, Vice Governor T. Garanti Bankası, Assistant General Manager in Charge of International Relations Central Bank of Turkey, Director General of Foreign Exchange Ministry of Finance, Tax Inspector Georgia State University, USA, Faculty Member; University of Southern California (USC), USA; Ankara University, Faculty of Political Science, Department of Public Finance and Economics Additional Proffesional Occupations NETAŞ Member of the Board 2001 DEİK Holland Member of the Board Hedef Alliance A.Ş. Member of the Board 1996 IKV Member of the Board 1993 TSKB Member of the Board 1989 FNSS Savunma Sistemleri A.Ş. Chairman of the Board TUSİAD Member of High Advisory Council Varol Civil, Executive Member and General Manager TEB A.Ş.A.Ş. Executive Board Member and CEO TEB A.Ş.NV, Board Member Banks Association of Turkey, Vice Chairman of the Board of Directors TEB Asset Management; TEB Investment, Chairman TEB Factoring, Vice Chairman TEB Leasing Vice Chairman TEB Insurance, Chairman TEB Insurance, Vice Chairman TEB Asset Management, Board Member TEB Leasing, Board Member TEB Factoring, Board Member TEB Financial Investments, General Manager; TEB, Board Member and Vice General Manager Bank Kapital, Board Member and General Manager Arap Türk Bankası, Assistant General Manager Undersecretariat of Treasury and Foreign Trade, Certified Bank Auditor TEB, Expert in Loan and Insurance Department Istanbul University; Faculty of Social Sciences, Department of Money and Banking Marmara Üniversitesi, Contemporary Business Management Program Istanbul University, Faculty of Economics, Economics and Business Administration Department

3 Dr. Akın Akbaygil, Vice Chairman TEB A.Ş. Vice Chairman 2011 TEB N.V.Chairman 2011 TEB Investment A.Ş. Chairman Fortis Investment Securities A.S. Board Member TEB A.Ş. Audit Committee Vice Chairman TEB Factoring, Chairman; TEB Holding A.Ş., Board Member Ekonomi Bank IBU Ltd, Vice Chairman TEB A.Ş.Leasing Chairman TEB A.Ş. Asset Management, Chairman TEB Holding A.Ş., General Manager TEB Financial Investments A.Ş, Vice Chairman Banks Association of Turkey, Vice Chairman TEB NV, Vice Chairman TEB Insurance, Chairman; TEB Factoring, Board Member TEB Leasing, Board Member Banks Association of Turkey, Board Member TEB A.Ş, Vice Chairman, Executive Member and General Manager TEB A.Ş., Executive Member Akbank, Director of Foreign Affairs Istanbul University, Faculty of Economics, BA and PhD Jean-Paul Sabet, Vice Chairman BNP Paribas Investment Holding A.Ş.,Chairman BNP Paribas Fortis Investment Holding A.Ş., Board Member TEB A.Ş. Vice Chairman TEB Holding A.Ş. Board Member BNP Paribas Retail Banking Turkey BNL Banca Nazionale del Lavoro, Italy Board Member Citrus Lands of Louisiana INC, USA Board Member Citrus Lands of Louisiana, LLC, USA Board Member Citrus Lands Coal Terminal LLC, USA Board Member Citrus Lands Services LLC, USA Board Member 1988 LDC Trustee Committee Fortis Bank A.Ş. Board Member BNL/BNP Paribas Italya, C.O.O BNP Paribas Retain Banking Board Member - Head of BNP Paribas Finance and Strategy Department KLEPIERRE Fransa, Board Member BNP Paribas, Vice Chairman 1976 H.E.C Ecole des Hautes Etudes Commerciales Ayşe Aşardağ, Member 2012 August - Ekonomi Invsetment Ltd, Director

4 2012 TEB Investment Securities A.Ş. Vice Chairman TEB Tüketici Finansman A.Ş. Vice Chairman 2011 TEB Factoring A.Ş. Board Member TEB Asset Management A.Ş. Board Member The Economy Bank N.V. Board Member 2010 TEB A.Ş. Board Member TEB JSC (Kosovo); Board Member Ekonomi Bank IBU Ltd., Board Member TEB Financial Investments, Budget and Financial Control Coordinator Fortis Bank A.Ş. Board Member TEB Arval Araç Filo Kiralama A.Ş. Board Member TEB ARVAL Araç Filo Kiralama A.Ş. Vice Chairman, Etkin Temizlik Hizmetleri A.Ş. Chairman; TEB Consumer Financing; Vice Chairman TEB JSC (Kosovo) Vice Chairman TEB Insurance; TEB Communication and Publishing Services; Etkin Temizlik Hizmetleri A.Ş. and Etkin Personel Taşıma Hizmetleri A.Ş., Chairman; TEB Consumer Financing, TEB ARVAL Araç Filo Kiralama A.Ş., Board Member TEB UCB Real Estate Counseling, Chairman Ege Turizm ve İnşaat A.Ş., Vice Chairman TEB Leasing; TEB Factoring; TEB Investment, Auditor TEB Auditor TEB Insurance, Board Member; TEB Asset Management, Auditor TEB, Budget and Financial Control Unit University of Glamorgan, Lecturer in Accounting Price Waterhouse, Istanbul, London, Audit Unit 1992 Institute of Chartered Accountants in England and Wales, ACA 1987 Boğaziçi University, Faculty of Administrative Sciences, Business Administration Department, BS Alain Georges Auguste Fonteneau, Member 2011 March TEB A.Ş Board Member Chief Financial Officer of Retail Banking- Emerging Markets Responsible for Asset &Liability Management of BNP Paribas Group Vice Manager of Asset-Liability Manager of BNP Group Manager of Balance Sheet Department & Financial Engineering s Department at the BRED-Banque Populaires Vice Manager of Establishing Financial Models & Forecasts Department at the OFCE (French Observatory of the Overall Economic Situation), organization of Economic forecast subordinated to the Politicial Studies Institute in Paris Responsible for researches at the National Centre for Scientific Research (C.N.R.S.) Lecturer in Micro and Macro Economy at the ENA and the IEP of Paris Additional Professional Occupations April Member of the Supervisory Board of BMCI, Morocco

5 May Octobr Member of the Board of Directors of SAE, BNP Paribas Egypt Member of the Supervisory Board of UKRSIBBANK, Ukraine Jean-Milan Charles Dominique Givadinovitch, Member 2011 TEB Investment A.Ş., Board Member TEB A.Ş., Board Member and Head of Audit Committee TEB Factoring Board Member TEB Asset Management A.Ş. Board Member The Economy Bank N.V. Board Member Fortis Investment A.Ş., Vice Chairman TEB Investment A.Ş., Vice Chairman TEB A.Ş., Head of Group Risk Management Bancwest; General Auditor Bank of West,Director of Audit and Inspection BNP Paribas; Vice Head of Inspection BNP Paribas; Head of Eastern Asia Pacific Region BNP Plc, London Vice Manager, Head of Corporate Banking BNP Paribas; Big Corporates Division; Relationship Manager BNP Paribas; Inspector BNP Paribas; Relationship Manager for Corporate Clients BNP Paribas; Corporate Finance Executive Institut des Techniques de Marche Institut d'etudes Politiques de Paris; Social Science Master Ecole Des Hautes Etudes Commerciales Paris,Trade Diploma Musa Erden, Member 2012 TEB A.Ş.,Consultant, Board of Directors Türk Ekonomi Bankası A.Ş., Board Member 2011 TEB Factoring A.Ş. Vice Chairman TEB Sh.A Chairman, TEB Leasing Board Member Türk Ekonomi Bankası A.Ş., Consultant The Ottoman Fund Ltd Board Member Osmanlı Yapı 1 İnş. Tur. San. Tic. A.Ş. Chairman Osmanlı Yapı 2 İnş. Tur. San. Tic. A.Ş. Chairman Osmanlı Yapı 3 İnş. Tur. San. Tic. A.Ş. Chairman Osmanlı Yapı 4 İnş. Tur. San. Tic. A.Ş. Chairman TEB Financial Investments, Auditor TEB A.Ş. Auditor MNG Bank, Board Member Turkish Banking Association, Arbitration Committee Member Osmanlı Bankası A.Ş., Assistant General Manager Osmanlı Bankası A.Ş., Vice General Manager /BD Osmanlı Bankası A.Ş., Vice General Manager /CM Osmanlı Bankası A.Ş., Vice General Manager /CM Osmanlı Bankası A.Ş. Coordinator Osmanlı Bankası A.Ş. Şişli Branch Manager

6 Osmanlı Bankası A.Ş. Main Branch 2nd Manager Osmanlı Bankası A.Ş. Personnel 2nd Manager Osmanlı Bankası A.Ş. Inspector Osmanlı Bankası A.Ş. Assistant Inspector Yapı ve Kredi Bankası A.Ş. Officer Ankara University, Faculty of Economics and Commerce, Banking Division Henri Foch,Member 2011 BNP Paribas, Global Vice Head of Fixed Income Member of BNPP ZAO board BNP Paribas, Head of Fixed Income, Asia Pacific and Japan BNP Paribas, Global Head of Foreign Exchange Trading Bank of America, Head of FX Sales Prop Trading L Européenne de Banque, Paris, International Treasurer Chase Manhattan Bank, Paris, FX Sales and FX Prop Trader BNP Paribas, Retail Network Credit department L Institute d etudes Politiques, Paris, Finance and Foreign Affairs Beatrice Cossa Dumurgier, Member 2012 Ekim den bu BNP Paribas, COO, Retail Banking yana BNP Paribas, Head of Buttes Chaumont Group PNP Paribas, Secretary of Group Executive Committee BNP Paribas Paris,Head of Strategy, Personal Finance Club de Paris and APE, Treasury Director 2000 Massachusetts Instite of Technology (MIT), Master of Science 1997 École des Ponts 1994 Ecole Polytechnique Alain Kokocinski, New Independent Member November June 2011 BNP Paribas Investment Partners, Belgium, Member of the Board BNP Paribas Investment Partners,Paris, Chairman of the Audit Committee March BNP Paribas Investment Partners, Paris: Member of the Board Fortis Investment Management, Brussels, Member of the Board, Chairman of the Audit Committee Brussels CPRA²M, Paris, Chairman of the supervisory board Paris Independent financial consultant, Advisor to the French Treasury, expert to the English Commercial Court in a foreign exchange related dispute, consultancy in strategy and management for an hedge funds company

7 BNP Paribas, Singapore, Head of Paribas Asia overlooking 12 branches and reative offices, Head of the Singapore branch, Singapore BNP Paribas, Chairman and chief executive of Paribas Merchant Banking Asia BNP Paribas, London, Executive vice-president, Global head of bonds, swaps and foreign exchange London BNP Paribas, Paris, Senior vice president. Head of French capital markets Global head of foreign exchange and interest rates options BNP Paribas, New-York, Senior vice-president. Treasurer North America division, New York BNP Paribas, Paris, Money-market trader, Foreign exchange trader (spot and forwards) Vice-president and Vice treasurer from Crédit Lyonnais, Paris, Various positions in the retail banking department and in different branches of the bank Paris 1971 Institut Technique de Banque İsmail Yanık, New Independent Member 2013 March - TEB A.Ş. Independent Board Member BANTAŞ, Vice Chairman TEB A.Ş. Board Advisor, TEB ShA Vice Chairman TEB Cetelem, Board Member TEB NV, Audit Committee Member TEB Yatırım, Audit Committee Member TEB A.Ş., Board and Audit Committee Member Risk Managers Association, Vice Chairman TEB A.Ş., Executive Board Member TEB Yatırım, Board Member TEB Kıymetli Mad. A.Ş., Chairman TEB NV, Board and Audit Committee Member, TEB Varlık Investment Co. Board Member İstanbul Gold Exchange, Vice Chairman TEB A.Ş., Treasury, Assistant General Manager Citibank NA,Treasury, Vice President NATO United Air Force, sub-lieutenant Pamukbank T.A.Ş., Treasury and Foreign Exchange, Expert İstanbul University, Economics, Phd 1999 Harvard University, Advanced Management Program, AMP Boğaziçi University, Industrial Engineering, MS

8 METU, Industrial Engineering, BS d) Proposals from shareholders, Capital Market Boards and/or other related public institutions and entities for adding new articles to the agenda; Our shareholder Mr. Jilber Topuz delivered his request through Investor Relations Department regarding delisting of TEB A.Ş. from Istanbul Stock Exchange (ISE ), to be added to the agenda of the General Assembly. e) Old and new versions of Articles of Association, if there are any amendments and Board of Director s resolution. Sermaye Piyasası Kurulu, Bankacılık Düzenleme ve Denetleme Kurulu ve T.C. Gümrük ve Ticaret Bakanlığı ndan gerekli izinlerin alınması halinde Banka Ana Sözleşmesi nin ekte yer alan şekilde değiştirilmesi hususunda Genel Kurul gündemine madde eklenmiştir. Amendments that will take place upon the approval of Capital Markets Board, Banking Regulation and Supervisory Agency (BRSA), and Ministry of Trade and Customs, are added to the General Assembly agenda as an article and their old and new versions are available as an attachment to the agenda.