Committees and Board Meetings

Information on the Activities of the Committees

AUDIT COMMITTEE

The Committee assists with the auditing and supervision activities for which the Bank is responsible, and fulfills the duties, powers and responsibilities designated by the legislation issued by the BRSA, as well as those related to the execution of the Compliance Program and those defined by applicable legislation. The Committee consists of at least two Board Members who are appointed by the Board of Directors, have no executive duties, and whose qualifications are determined by the BRSA.
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The Audit Committee met 23 times during 2024 and passed 70 decisions.

CREDIT COMMITTEE

The Credit Committee fulfills the duties and powers specified in the Banking Law, the Bank’s articles of association, and other legislation issued by BRSA. Within the framework of the authority delegated by the Board of Directors, the Committee extends loans and makes decisions. Credit Committee performs other duties related to lending assigned to it by the Board of Directors. The Committee consists of at least two members to be elected among the Board Members, whose qualifications are determined by the BRSA, and the Bank’s General Manager. Two alternate members are elected from among the members of the Board of Directors who fulfill the conditions required for the General Manager, except for the duration, to serve in place of the credit committee member who cannot attend any meeting.
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The Credit Committee took 906 decisions in 24 meetings held in 2024.

CORPORATE GOVERNANCE COMMITTEE

The Board of Directors appoints two members to form the Corporate Governance Committee. The Chairman of the Committee is elected among the members of the Board of Directors who do not have executive duties and disclosed to the public together with the members of the Committee.
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The Corporate Governance Committee consists of five members. The Chairman of the Committee elects the members of the Committee. The Investor Relations Department Manager must be elected as a member of the Committee.
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The duties and activities of the Committee are to monitor and supervise the Bank’s compliance with the corporate governance principles, to submit suggestions to the Board of Directors on compliance with these principles and to carry out improvement studies in this regard, to put all its activities in writing and to keep records of them.
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The Committee meets at least once a year.

REMUNERATION COMMITTEE

The Board of Directors appoints two members to form the Remuneration Committee.
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The duties and activities of the Committee are to monitor and supervise remuneration practices on behalf of the Board of Directors, to evaluate the remuneration policy and practices within the framework of risk management and to submit its recommendations to the Board of Directors in the form of an annual report and to fulfill other duties specified in the provisions of the “Regulation on Corporate Governance Principles of Banks” published by the BRSA.
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The Committee meets once a year.

INFORMATION SYSTEMS STRATEGY COMMITTEE

At least one member to be elected among the members of the Board of Directors, Deputy General Manager of Financial Coordination as the Senior Executive Responsible for Information Systems, Chairman of the Board of Directors of Ziraat Technology, General Manager of Ziraat Technology, Head of Internal Operations Group, Head of Corporate Architecture Department, Head of Digital Banking Department and Head of Branch Operations Department are natural members of the Committee.
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Other relevant Bank Assistant General Managers, Group/Department Heads, Managers and Ziraat Technology Group Managers, Managers are invited to the Committee in line with the agenda.
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The duties and activities of the Committee are to direct the efforts to formulate the Information Systems Strategy Plan, to review whether the Information Systems Strategy Plan is being implemented appropriately, to report directly and regularly to the Board of Directors on these matters, to review the Information Systems Strategy Plan at least once a year, to revise it when necessary and submit it to the Board of Directors for approval, and to monitor and direct the activities of the Information Systems Steering Committee.
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The Committee meets at least twice a year.

INFORMATION SECURITY COMMITTEE

The Information Security Committee is chaired by a designated Board Member and the coordination of the Committee is carried out by the Information Security Officer.
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At least one member to be elected among the members of the Board of Directors, Deputy General Manager of Financial Coordination as the Senior Executive Responsible for Information Systems, Chairman of the Board of Directors of Ziraat Technology, General Manager of Ziraat Technology, Head of Internal Systems Group, Head of Internal Audit Board, Head of Internal Control Department, Head of Compliance Department, Head of Risk Management Department, Head of Corporate Architecture Department, Head of Career Management Department and Head of Legal Consultancy Department are natural members of the Committee. Other relevant Bank Assistant General Managers, Group/Department Heads, Managers and Ziraat Technology Group Managers, Managers are invited to the Committee in line with the agenda.
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The duties and activities of the Committee are to take strategic decisions on information security management at the Bank and submit them to the Board of Directors for approval, and to formulate and implement the Information Security Policy on behalf of the Board of Directors.
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The Committee meets at least twice a year.

SUSTAINABILITY COMMITTEE

The members of the Sustainability Committee consist of Executive Vice President, Financial Coordination, Head of Project Finance and Company Analysis Group, Head of Internal Systems Group, Head of International Banking Group, Head of Internal Operations Group, Head of Project Finance and Sustainability Department, Head of Financial Institutions and Investor Relations Department and Head of Project and Company Analysis Department.
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Duties and activities of the Committee include: establishing/reviewing the Sustainability Policy, revising it when necessary and submitting it to the Board of Directors for approval, following and evaluating national/international developments, legal regulations and trends, determining and coordinating the activities to be carried out regarding the integration of sustainability into banking products and processes, coordinating activities related to certification studies in national/international standards, to evaluate and follow up the results of the Environmental and Social Risk Assessment at the Environmental and Social Management System Evaluation Meeting planned to be held every year, to determine the national/international initiatives related to sustainability that the Bank will be a member/support, to determine the necessary actions and measures to be taken in order to comply with the Sustainable Banking Strategic Plan prepared by the BRSA and/or the plans and road maps prepared/to be prepared by other authorities and to report the activities of the Committee to the Board of Directors once a year.
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The Committee meets at least 4 times a year.

CREDIT MONITORING AND RISK MANAGEMENT COMMITTEE

The Credit Monitoring and Risk Management Committee was established to periodically evaluate the credit portfolio, determine the actions to be taken and formulate strategies for the following periods, monitor, evaluate and determine the actions to be taken regarding the financial risks exposed within the framework of the Bank’s risk appetite, ensure coordination and develop a risk culture throughout the Bank.
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The Committee is chaired by the Head of Internal Systems Group with the participation of the Heads of Credit Risk Monitoring, Risk Management, Financial Coordination and Reporting, Asset and Liability Management, Corporate / Commercial Loans Allocation and Management, and Structuring Departments. The relevant Assistant General Manager and Group/Department Heads may also be invited to the Committee meetings.  

Duties and activities of the Committee include: to determine the risk appetite framework, credit risk policies and strategies in line with the risk bearing capacity of the Bank, to evaluate possible risk scenarios and stress test results related to the risks to which the Bank is exposed and to ensure that actions are taken when necessary, to analyze the impact of regulations and changes made by the legal authority on the Bank and to create a roadmap for taking the most appropriate action within the framework of the relevant policies, to encourage the establishment of advanced risk measurement models and risk management practices, to develop a risk identification and monitoring model for the Bank-wide risk management processes and organization, to create the infrastructure and processes necessary for the efficient and transparent management of risks and thus to reveal the risk profile, to assess the Bank’s legal and internal capital and liquidity adequacy levels, to monitor the indicators of the Internal Capital Adequacy Assessment Process and the Precaution Plan throughout the year, to monitor the preparation and updating processes of the Precaution Plan, Liquidity Contingency Plan and Capital Adequacy Contingency Plan, to monitor credit performance including risk concentration, cost, provisions and portfolio quality, to review credit risk models in order to manage risks efficiently and transparently, to evaluate the provision budget, to periodically monitor the annual provision budget and budget developments, to ensure the dissemination of risk culture throughout the Bank in order to ensure effectiveness in risk management and to carry out other duties determined by the legislation.

EXPENSE MANAGEMENT AND EFFICIENCY COMMITTEE

The Assistant General Manager for Financial Coordination (Assistant General Manager responsible for the expense management function), Assistant General Manager for Treasury Management, Assistant General Manager for Human Resources, Internal Operations Group Head are the natural members of the Committee, and Assistant General Managers, Group Heads, Department Heads, Bank Executives and relevant Subsidiary Executives may be invited to the Committee meetings when necessary.
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The duties and activities of the Committee are to make projections according to the compliance of the development of the Bank’s assets/liabilities, income/expense items with the budget set at the beginning of the year, the reasons for deviations, changes in market conditions and parameters, and to identify areas of efficiency in the Bank and to reveal areas of improvement.
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Committee meetings are held on a quarterly basis.

TFRS 9 COMMITTEE

Headed by Assistant General Manager of Financial Coordination, Assistant General Manager of Credit Allocation and Management, Assistant General Manager of Treasury Management, Assistant General Manager of Credit Risk Monitoring and Liquidation, Head of Internal Systems Group, Head of Project Finance and Structuring Group, Head of Financial Coordination and Reporting Department, Head of Risk Management Department, Head of Credit Risk Monitoring Department, the relevant Department Heads (Head of Corporate Loans Allocation and Management Department, Head of Commercial Loans Allocation and Management Department, Head of Retail Loans Allocation and Management 1/2/3/4 Department, Head of Structuring Department, Head of Credit Risk Liquidation 1-2 Department, Head of Project Finance and Sustainability Department) The Committee’s natural members are Deputy General Managers, Group Heads, Department Heads, Bank Executives and relevant Subsidiary Managers may be invited to the Committee meetings if necessary.
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Duties and activities of the Committee include: Discussing, evaluating, approving or requesting revisions to amendments to the models, methodologies and processes established within the scope of the Financial Instruments Standard and TFRS 9 validation and back testing results, rating changes, default rates, loss given default rates taken into account within the scope of the collective assessment basis, portfolio developments and trend analyses including information on past periods, reviewing loans/customers subject to individual assessment, assessing current information on class/stage-based provisioning figures and trend analyses including summary information on past periods, class-based transition matrices including new entries/exits to class 2 and class 3, distribution of reasons for transition to class 2, significant size of class 3 loans, etc. class-based transition matrices, including new entries/exits to class 2 and class 3, the distribution of reasons for transition to class 2, significant size of class 3 loans, to evaluate issues related to monitoring and liquidation activities, to implement revision proposals/changes regarding the thresholds taken into account within the scope of SICR, and to discuss, evaluate, approve or request revisions to scenario weighting changes taken into account in provision calculations.
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Committee meetings are held on a quarterly basis.

DATA GOVERNANCE COMMITTEE

The duties and activities of the Committee include ensuring the resolution of possible disputes within the scope of data ownership and responsibilities, to ensure the follow-up of activities and steps to improve quality in order to increase data quality, and to support actions to be taken regarding compliance with legal regulations (such as the regulations stipulated by the Personal Data Protection Authority and the BRSA). The Committee consists of 1 Chairman and 1 members.

DATA SHARING COMMITTEE

In line with the BRSA’s Regulation on the Sharing of Confidential Information, the duties and activities of the Committee include the coordination of the sharing of Bank secrets and customer secret information and to record such evaluations by determining if the requests for sharing are appropriate. The Committee consists of 1 Chairman and 3 members