Pursuant to the Articles, the Board is responsible for the Bank's management. Under Banking Law, the boards of Turkish banks must consist of at least five members, including the General Manager. Pursuant to the Articles, the Board consists of nine members. All Directors are appointed by the General Assembly for a maximum of 3 years. As per the Articles, the Board shall appoint one of the Directors as the General Manager who shall meet the criteria for such role as set out in Banking Law, however the Chairman cannot be appointed as the General Manager of the Bank.
Members of the Board
The following table sets out the Members of the Board as of the date of this Base Prospectus, the date of their appointment to the Board, the expiration date of their current term and their committee memberships.
Name: Position
Date first appointed
Date current
term expires(1) Committee memberships
Muharrem Karslı ... Chairman May 2010 March 2017 Audit Committee –
Chairman Hüseyin Aydın...General Manager
and Member July 2011 March 2017 Credit Committee –Chairman
Assets and Liabilities Committee Yusuf Dağcan ... Vice Chairman
and Member April 2012 March 2017 Credit Committee
Feyzi Çutur ... Member April 2012 March 2017 Audit Committee
Remuneration Committee Credit Committee Metin Özdemir ... Member April 2012 March 2017 Remuneration Committee Credit Committee
Mustafa Çetin ... Member July 2011 March 2017 Corporate Governance
Committee
Salim Alkan... Member April 2012 March 2017 Credit Committee
Fahrettin Özdemirci... Member April 2013 March 2017 Corporate Governance Committee
(1) The members of the Board were elected for a period of 3 years at the General Assembly meeting on 31 March 2014. Muharrem Karslı, Chairman
Born in 1938, Muharrem Karslı graduated from İstanbul University (Faculty of Economics, Department of Business Administration and Finance), and later completed a master's degree in money and banking at that institution. He worked as an Assistant Inspector and Inspector at İşbank from 1965 until 1974, and helped İşbank introduce ATM devices to Turkey for the first time in 1972. In 1974, he set up the Securities Department at İşbank, and lead this process until 1985. In 1985, he assumed the duty of establishing the Istanbul Stock Exchange and served as its Chairman for five years. He subsequently established his own brokerage firm. In 2002, he was elected as a Member of Parliament representing Istanbul during the twenty-second government of the Republic. During his term of office as a Member of Parliament, for two and a half years he served as a Member of the Turkey-EU Joint Parliamentary Commission and of the NATO Parliamentary Assembly. Mr. Karslı has been Chairman of the Bank since May 2010 and is also a Member of the Bank's Audit Committee.
Hüseyin Aydın, General Manager and Member of the Board
Born in 1959, Hüseyin Aydın graduated from the Ankara Academy of Economics and Commercial Sciences (Faculty of Economics). He began his career as an Assistant Inspector at the Bank and served in various departments at the Bank until 2003. After working as an Executive Board Member at Halkbank, as a Board Member at Pamukbank and as Deputy Chairman at the Bank, Mr. Aydın worked as the General Manager and Board Member at Halkbank from 2005 to 2011. Mr. Aydın joined the Bank as the General Manager and a
Member of the Board of Directors in July 2011 and is also a Chairman of the Bank's Credit Committee. Mr. Aydın also serves as the Chairman of the Banks Association of Turkey.
Yusuf Dağcan, Vice Chairman and Member of the Board
Born in 1951, Yusuf Dağcan graduated from the Eskişehir Academy of Economics and Commercial Sciences. He began working as an Assistant Inspector at Vakıflar Bank in 1977, and then worked as an Inspector in 1979 and as Branch Manager in Kırşehir between 1982 and 1984, in Kayseri between 1984 and 1992, in Konya between 1992 and 1996 and in the Meşrutiyet / Ankara branch between 1996 and 1999. Mr. Dağcan served as the President of the Board of Directors of Halk Finansal Kiralama A.Ş., and as a Member of the Board of Auditors of Türkiye Halk Bankası A.Ş., between March 2003 and April 2012. He was a Member of the Board of Directors of Halk Bank A.D. in Skopje and was also a Member of the Board of Directors and the Board of Auditors of TAIB Yatırım Bank A.Ş. between September 2007 and June 2008, and he has served as the Vice Chairman of the Board of Directors of Arab-Turk Bank. Mr. Dağcan has been the Vice Chairman of the Bank's Board of Directors since April 2012. In addition Mr. Dağcan is a Member of the Bank's Credit Committee.
Feyzi Çutur, Member of the Board
Born in 1959, Feyzi Çutur graduated from the Gazi University Faculty of Economics and Administrative Sciences (Department of Banking) in 1983. Mr. Çutur worked at several different companies as an Accounting and Financing Manager between 1977 and 1990, and at Bayındır Menkul Kıymetler A.Ş. as the General Accounting Manager between 1990 and 1998. Mr. Çutur then worked as the Financial Affairs and Operations Manager at Eti Yatırım A.Ş. between 1998 and 2001, as the Assistant General Manager and the Acting General Manager between 2001 and 2005 and as the General Manager between 2005 and 2010. In addition Mr. Çutur was a Member and the President of the Fund Board in various investment funds belonging to Eti Yatırım and Etibank, and was also a Member of the Board of Directors of İktisat Yatırım A.Ş., in 2006. Between 2011 and 2012 Mr. Çutur was a Member of the Board of Directors of A&T Finansal Kiralama A.Ş. During this time he was also a Member of the Audit Committee, the Organisational Management Committee and the Charging Committee of Arap Türk Bankası A.Ş. Mr. Çutur has served as a Member of the Board of the Bank since April 2012, and is also a Member of the Bank's Audit and Remuneration Committees and a Reserve Member of the Credit Committee. In addition Mr. Çutur has been a member of the Ankara Chamber of Private-Free Accountants and Financial Consultants since 1994.
Metin Özdemir, Member of the Board
Born in 1968, Metin Özdemir graduated from the Istanbul University Faculty of Business Administration in 1990. He is currently carrying out his post graduate education in the Marmara University Middle East Research Institute (Department of Finance). Mr. Metin Özdemir worked at Kuwait-Türk Finans Kurumu A.Ş. in 1992, at the Istanbul Greater Municipality between 1994 and 1995 and he then worked as a Manager in the retail market from 1996 onwards. He is currently a Member of the Assembly of the Istanbul Greater Municipality. Mr. Özdemir has been a Member of the Board of the Bank since April 2012 and is also a Member of the Bank's Remuneration Committee and a Member of the Credit Committee.
Mustafa Çetin, Member of the Board
Born in 1952, Mustafa Çetin graduated from Ankara University (Faculty of Law). He served as a Governor and Mayor in the Hadim, Akçakale and Pasinler districts between 1979 and 1985. He then went on to work as a Chief Civil Inspector, Vice Chairman of the Board of Inspectors, Minister's Advisor and General Secretary at the Ministry of Internal Affairs between 1985 and 1996. He worked as the Governor of Gümüşhane between 1996 and 1999, as a Chairman of the Committee of Research, Planning and Coordination at the Ministry of Internal Affairs from 1999 to 2000, a Central Governor from 2000 to 2002, and Prime Ministry Deputy Undersecretary from 2002 to 2007. While he was serving as the Prime Ministry Deputy Undersecretary, he was a Member of the General Assembly of the Press and Publication Agency and a Member of the Board of Anadolu Agency. He also served as a Member of Parliament representing the province of Uşak between 2007 and 2011. Mr. Mustafa Çetin has been a Member of the Board of the Bank since July 2011 and is also a Member of the Bank's Corporate Governance Committee.
Salim Alkan, Member of the Board
Born in 1948, Salim Alkan graduated from the Ankara University Faculty of Political Sciences (Department of Business Administration). Mr. Alkan has worked in various banks since 1971 as an Assistant Inspector, as a Branch and Section Manager and as an Assistant General Manager. Between 2005 and 2010 Mr. Alkan held the posts of General Manager, Assistant President of the Savings Account Insurance Fund, Consultant for the Presidency, Member of the Board of Directors and President of the Board of Directors in the banks that constitute the Savings Account Insurance Fund. He was then a Member of the Board of Directors of T. Halk Bankası A.Ş. between 2010 and 2012 and during this period he was also a Member of the Board of Directors of Halk Gayrimenkul Yatırım Ortaklığı A.Ş. and Halk Yatırım Menkul Değerler A.S. Mr. Alkan joined the Bank as a Member of the Board in April 2012 and is also serving as a Member of the Bank's Credit Committee.
Fahrettin Özdemirci, Member of the Board
Born in 1973, Fahrettin Özdemirci graduated from the Ankara University Faculty of Political Sciences (Department of Management). Mr. Özdemirci was appointed as Assistant Tax Inspector and Tax Inspector at the Ministry of Finance in 1997 and 2001, respectively. Mr. Özdemirci served as Assistant President of Treasury for the Antalya District from 2003 to 2005 and as the Head of Revenue Administration Group Office at Antalya Directorate of the Tax Administration from 2005 to 2006. Mr. Özdemirci was appointed as Senior Tax Inspector in March 2008 and worked as the Head of Directorate of Application and Data Administration Office of Revenue Administration between July 2008 and December 2010. Mr. Özdemirci was the Head of Revenue Administration from January 2011 until December 2011. Mr. Özdemirci is currently serving as the Group President of Istanbul Large Scale Tax Payers at the Tax Inspection Board. Mr. Özdemirci joined the Bank as a Member of the Board in April 2013, and he is a member of the Bank's corporate governance committee.
Senior Management
Hüseyin Aydın, General Manager and Member of the Board See "Management—Members of the Board" above.
Peyami Ömer Özdilek, Assistant General Manager for Human Resources
Born in 1972, Peyami Ömer Özdilek graduated from Middle East Technical University (Department of Political Science and Public Administration). He joined the Bank in 1996 as an Assistant Inspector and worked in a number of posts in the Board of Inspectors. After serving as London and Gayrettepe Branch Manager, he was promoted to Departmental Manager. Since September 2013, Mr. Özdilek has served as an Assistant General Manager responsible for human resources at the Bank.
Bülent Suer, Assistant General Manager for Operational Transactions
Born in 1968, Bülent Suer graduated from Ankara University (Department of Labor Economics, Faculty of Political Sciences). He joined the Bank in 1991 as an Assistant Inspector and served in a number of posts, including as Inspector, Branch Manager, Departmental Manager and Regional Head Manager. Since September 2013, Mr. Suer has served as an Assistant General Manager for operational transactions at the Bank.
Alpaslan Çakar, Assistant General Manager for Retail Banking
Born in 1973, Alpaslan Çakar graduated from Ankara University (Department of Public Management, Faculty of Economics and Administrative Sciences). He joined the Bank in 1996 as an Assistant Inspector and later served as an Inspector and Branch Manager. Mr. Çakar was appointed as the Regional Head Manager in 2005. He was promoted to Departmental Manager in August 2007 and to Assistant General Manager in July 2010. Mr. Çakar was previously an Assistant General Manager for operational transactions and since September 2013 has served as an Assistant General Manager for retail banking at the Bank.
Bilgehan Kuru, Assistant General Manager for Treasury and Strategy Management
Born in 1961, Bilgehan Kuru graduated from Middle East Technical University (Department of Mining Engineering). He studied for a master's degree in finance at the Institute of Physical Sciences of the same university. He began his career as a Foreign Exchange Clerk at Halkbank, where he worked from 1986 to 1988. He joined Pamukbank in 1988 as an Assistant Specialist before serving as a Service Director and Manager of the Treasury department at the same bank. He was appointed as the Head of the Department of Foreign Exchange and Money Markets at Halkbank in November 2004. After serving as an Assistant General Manager responsible for retail banking at Halkbank from June 2007 to July 2011, he joined the Bank as an Assistant General Manager responsible for treasury and strategy management.
Cem İnal, Assistant General Manager for Financial Coordination
Born in 1969, Cem İnal graduated from Ankara University (Department of Finance, Faculty of Political Sciences). He joined the Bank in 1992 as an Assistant Inspector and served in a number of posts, including as Inspector, Branch Manager, Regional Head Manager and Departmental Manager. He served at the Bank as an Assistant General Manager responsible for retail banking from November 2011 to January 2013. Mr. İnal currently serves as an Assistant General Manager for financial coordination at the Bank.
Mehmet Cengiz Göğebakan, Assistant General Manager for Credit Policies
Born in 1965, Mehmet Cengiz Göğebakan graduated from Ankara University (Department of Economics, Faculty of Political Sciences). He began his career at Pamukbank as an Assistant Inspector in 1987. He served at the same bank between 1994 and 2004 as a Manager of the Firm Evaluation department, Credit Monitoring department, Credit Allocation department, Administrative Follow-up department and Credit Policies department. He joined Halkbank in 2004 where he worked as an Executive responsible for retail loans; and became the Assistant General Manager responsible for risk liquidation in 2005. He served as an Assistant General Manager for credit policies from 2007 to 2010. He worked at Anadolubank as an Assistant General Manager responsible for loans from May 2010 to October 2011. Mr. Göğebakan has been with the Bank as an Assistant General Manager responsible for credit policies since November 2011.
Musa Arda, Assistant General Manager for Credit Allocation and Management
Born in 1969, Musa Arda graduated from Çukurova University (Faculty of Economics and Administrative Sciences). He began his career at Pamukbank in 1994 as an Assistant Financial Analyst. He worked at the same bank as an Analyst, a Service Manager in various units at the bank's headquarters and as a Marketing Director at Güneşli Corporate Branch between 1994 and 2004. He joined Halkbank in 2005 as a Division Manager in the Commercial Marketing department before working as the Head of the Financial Analysis department, the Head of the Credit Policies and Project Evaluation department, the Head of the Commercial Loans department and, most recently, as the coordinator responsible for the Istanbul 2nd Region. He has been with the Bank as an Assistant General Manager responsible for credit allocation and management since November 2011.
Osman Arslan, Assistant General Manager for International Banking and Joint Ventures
Born in 1971, Osman Arslan graduated from Middle East Technical University (Faculty of Arts and Sciences, Department of Statistics) in 1995. He completed his MBA degree in the Faculty of Economic and Administrative Sciences at the same university from 2006 to 2008. Having worked at the Bank's Banking School in 1995 and 1996, he worked as a Specialist at the Bank between 1996 and 1998, as an Assistant Inspector at Sümerbank between 1998 and 2000, as an Inspector and Assistant Manager at Asya Katılım Bankası A.Ş. between 2000 and 2004, as Section Head, Division Head and Assistant General Manager at Halkbank and as General Manager at Arab Turkish Bank between 2004 and 2012. Currently the Chairman of the Board at A&T Bank, Mr. Arslan rejoined the Bank in March 2012 as Assistant General Manager responsible for financial management. He has been serving as the Assistant General Manager responsible for international banking and joint ventures since January 2013.
Ömer Muzaffer Baktır, Assistant General Manager for Marketing
Born in 1961, Ömer Muzaffer Baktır graduated from Istanbul Technical University (Department for Mining Engineering). He joined Pamukbank in 1990, where he worked as an Assistant Inspector, Inspector, Service Director and as a Departmental Manager. Having joined Halkbank in December 2004, Mr. Baktır was appointed as an Assistant General Manager in 2005 and was responsible for corporate commercial marketing, corporate and SME marketing, and credit allocation and management respectively until 2010. He joined Cengiz Holding in March 2010 where he served as a CFO and Member of the Executive Committee until 2011. Mr. Baktır has been with the Bank as an Assistant General Manager responsible for marketing since November 2011.
Yunus Uygur Kocaoğlu, Assistant General Manager for Information Technologies Management
Born in 1976, Yunus Uygur Kocaoğlu graduated from Boğaziçi University (Department for Computer Engineering). He began his career in 1997 and worked at several different companies as software engineer. After serving as Manager, Assistant General Manager and General Manager at Fintek Finansal Teknoloji Hizmetleri A.Ş. from 2003 to January 2013, he joined the Bank as an Assistant General Manager responsible for information technologies management.
Yüksel Cesur, Assistance General Manager for Internal Systems
Born in 1972; Yüksel Cesur graduated from Boğaziçi (Bosporus) University, Faculty of Economics & Administrative Sciences. He joined the Bank in 1996 as an Assistant Inspector. He was appointed as the Head of Department of Training in 2005. Mr. Cesur who was appointed to the Department of Treasury Operations in 2007 has served thereafter as the Head of Agricultural Marketing Group and then Head of the Board of Inspectors. He has been serving as the Assistant General Manager for Internal Systems since April 2014.
Board of Auditors
Pursuant to the Articles, the General Assembly may appoint two auditors who must be persons with university degrees who have had experience in the areas of banking, economics, law, accounting, auditing or finance for a minimum period of ten years and who shall be appointed for a maximum term of three years. There are currently two members of the Board of Auditors appointed by the General Assembly.
Gökhan Karasu, Member of the Board of Auditors
Born in 1973, Gökhan Karasu graduated from İstanbul University's Faculty of Law. He is currently working as Department Manager at the Directorate General of Insurance in the Turkish Treasury. Mr. Karasu has been a Member of the Audit Committee of the Bank since September 2012.
Davut Karataş, Member of the Board of Auditors
Born in 1970, Davut Karataş graduated from Istanbul University's Faculty of Political Sciences (Department of Public Administration). He served as Assistant Auditor and Auditor at the Turkish Court of Accounts between 1992 and 1997. He was appointed to the General Directorate of Laws and Decisions of the Turkish Prime Ministry in 1997, where he worked as Head of Department, Assistant General Manager and Deputy General Manager. Currently Mr. Karataş is serving as General Manager of the General Directorate of Laws and Decisions of the Turkish Prime Ministry. Mr. Karataş has been a Member of the Audit Committee of the Bank since March 2013.
Board Committees
The Bank has four committees comprising various members including Members of the Board of the Bank. These committees have been given primary responsibility for certain matters relating to the operation of the Bank. These committees include the Audit Committee, Credit Committee, Corporate Governance Committee, Remuneration Committee and Assets and Liabilities Committee. Certain information relating to these committees is set out below.
Audit Committee
The Audit Committee was established in 2007, and is responsible for the effective conduct of functions related to the Bank's internal audit, risk management, and internal control activities. The Audit Committee consists of a minimum of two Members of the Board who must be appointed from among the Members of the Board who do not have executive duties.