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

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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 2.204.390.000,- TL (Two billion two hundred four million three hundred ninety thousand Turkish Liras), fully paid up and divided into 2.204.390.000- (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 www.teb.com.tr 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

Completion of one year tenure Completion of one year tenure Completion of one year tenure Completion of one year tenure Completion of one year tenure Completion of one year tenure Completion of one year tenure Completion of one year tenure New Member

Appointment due to resignation of Mr. Fillon New Member

New Member

New Independent Member New Independent Member

Yavuz Canevi, Chairman

1996 – present TEB A.Ş. Chairman of the Board of Directors 2001 – present TEB Holding A.Ş. Board Member

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1993 – 2005 Istanbul Stock Exchange,Vice Chairman and Board Member 1989 – 2005 Euro Turk Bank, Chairman of the Executive Council

1987 – 1989 Türk Eximbank, Chairman

1986 – 1989 Undersecretary of Treasury and Foreign Trade, Prime Minister’s Office 1984 – 1986 Central Bank of Turkey, Governor

1980 – 1984 Central Bank of Turkey, Vice Governor

1979 – 1980 T. Garanti Bankası, Assistant General Manager in Charge of International Relations

1976 – 1979 Central Bank of Turkey, Director General of Foreign Exchange 1974 – 1975 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

2004 – 2010 NETAŞ Member of the Board 2001 – present DEİK Holland Member of the Board 2001 – 2010 Hedef Alliance A.Ş. Member of the Board 1996 – present IKV Member of the Board

1993 – present TSKB Member of the Board

1989 – present FNSS Savunma Sistemleri A.Ş. Chairman of the Board 1991 – 1994 TUSİAD Member of High Advisory Council

Varol Civil, Executive Member and General Manager

2003 - present TEB A.Ş.A.Ş. Executive Board Member and CEO 2003 - present TEB A.Ş.NV, Board Member

2006 - present Banks Association of Turkey, Vice Chairman of the Board of Directors 2007 – 2011 TEB Asset Management; TEB Investment, Chairman

2005 – 2011 TEB Factoring, Vice Chairman 2005 - 2010 TEB Leasing Vice Chairman 2005 - 2006 TEB Insurance, Chairman 2003 - 2004 TEB Insurance, Vice Chairman

1999 - 2007 TEB Asset Management, Board Member 1999 – 2005 TEB Leasing, Board Member

1998 – 2005 TEB Factoring, Board Member

1998 – 2003 TEB Financial Investments, General Manager; TEB, Board Member and Vice General Manager

1995 - 1997 Bank Kapital, Board Member and General Manager 1992 - 1995 Arap Türk Bankası, Assistant General Manager

1985 - 1992 Undersecretariat of Treasury and Foreign Trade, Certified Bank Auditor 1983 - 1984 TEB, Expert in Loan and Insurance Department

1983 - 1984 Istanbul University; Faculty of Social Sciences, Department of Money and Banking

1992 - 1993 Marmara Üniversitesi, Contemporary Business Management Program 1978 - 1982 Istanbul University, Faculty of Economics, Economics and Business

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Dr. Akın Akbaygil, Vice Chairman

1988 - present TEB A.Ş. Vice Chairman 2011 – present TEB N.V.Chairman

2011 – present TEB Investment A.Ş. Chairman

2011 - 2012 Fortis Investment Securities A.S. Board Member 2008 - present TEB A.Ş. Audit Committee Vice Chairman

2005 - present TEB Factoring, Chairman; TEB Holding A.Ş., Board Member 1999 - 2012 Ekonomi Bank IBU Ltd, Vice Chairman

2005 – 2010 TEB A.Ş.Leasing Chairman

2004 - 2007 TEB A.Ş. Asset Management, Chairman 2003 - present TEB Holding A.Ş., General Manager

2003 - 2005 TEB Financial Investments A.Ş, Vice Chairman 2001 - 2002 Banks Association of Turkey, Vice Chairman 1998 - 2011 TEB NV, Vice Chairman

1997 - 2005 TEB Insurance, Chairman; TEB Factoring, Board Member 1996 - 2005 TEB Leasing, Board Member

1994 - 2001 Banks Association of Turkey, Board Member

1987 - 2003 TEB A.Ş, Vice Chairman, Executive Member and General Manager 1982 - 1987 TEB A.Ş., Executive Member

1965 - 1982 Akbank, Director of Foreign Affairs

Istanbul University, Faculty of Economics, BA and PhD

Jean-Paul Sabet, Vice Chairman

2011 - present BNP Paribas Investment Holding A.Ş.,Chairman

BNP Paribas Fortis Investment Holding A.Ş., Board Member 2010 - present TEB A.Ş. Vice Chairman

TEB Holding A.Ş. Board Member BNP Paribas Retail Banking Turkey

BNL Banca Nazionale del Lavoro, Italy Board Member 1997- 2012 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 – present LDC Trustee Committee

2010 – 2011 Fortis Bank A.Ş. Board Member 2006 - 2009 BNL/BNP Paribas Italya, C.O.O

2004 - 2006 BNP Paribas Retain Banking Board Member - Head of BNP Paribas Finance and Strategy Department

1998 - 2003 KLEPIERRE Fransa, Board Member 1976 - 1998 BNP Paribas, Vice Chairman

1976 H.E.C Ecole des Hautes Etudes Commerciales

Ayşe Aşardağ, Member 2012 August -

present

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2012 – present TEB Investment Securities A.Ş. Vice Chairman TEB Tüketici Finansman A.Ş. Vice Chairman 2011 – present TEB Factoring A.Ş. Board Member

TEB Asset Management A.Ş. Board Member The Economy Bank N.V. Board Member 2010 – present TEB A.Ş. Board Member

2009 - present TEB JSC (Kosovo); Board Member 2003 - present Ekonomi Bank IBU Ltd., Board Member

2001 - present TEB Financial Investments, Budget and Financial Control Coordinator 2010 - 2011 Fortis Bank A.Ş. Board Member

2009- 2010 TEB Arval Araç Filo Kiralama A.Ş. Board Member

2008 - 2009 TEB ARVAL Araç Filo Kiralama A.Ş. Vice Chairman, Etkin Temizlik Hizmetleri A.Ş. Chairman;

2008-2010 TEB Consumer Financing; Vice Chairman 2007-2009 TEB JSC (Kosovo) Vice Chairman

2007-2008

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 2007-2010 TEB UCB Real Estate Counseling, Chairman

2004-2010 Ege Turizm ve İnşaat A.Ş., Vice Chairman

2001-2009 TEB Leasing; TEB Factoring; TEB Investment, Auditor 2001-2010 TEB Auditor

2001-2007 TEB Insurance, Board Member; TEB Asset Management, Auditor 1995-2000 TEB, Budget and Financial Control Unit

1994-1995 University of Glamorgan, Lecturer in Accounting 1987-1994 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 –

present TEB A.Ş Board Member

2009 - present Chief Financial Officer of Retail Banking- Emerging Markets

1998 – 2008 Responsible for Asset &Liability Management of BNP Paribas Group 1995 – 1999 Vice Manager of Asset-Liability Manager of BNP Group

1988 - 1995

Manager of Balance Sheet Department & Financial Engineering’s Department at the BRED-Banque Populaires

1982 – 1988

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

1977 - 1982

Responsible for researches at the National Centre for Scientific Research (C.N.R.S.)

1980 - 1990 Lecturer in Micro and Macro Economy at the ENA and the IEP of Paris Additional

Professional Occupations

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May 2009 - present Member of the Board of Directors of SAE, BNP Paribas Egypt Octobr 2009 -

present Member of the Supervisory Board of UKRSIBBANK, Ukraine

Jean-Milan Charles Dominique Givadinovitch, Member 2011 – present TEB Investment A.Ş., Board Member

2010 - present 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 2011 - 2011 Fortis Investment A.Ş., Vice Chairman 2010 – 2011 TEB Investment A.Ş., Vice Chairman 2009-2010 TEB A.Ş., Head of Group Risk Management 2002-2008 Bancwest; General Auditor

Bank of West,Director of Audit and Inspection 1998-2002 BNP Paribas; Vice Head of Inspection

1997-1998 BNP Paribas; Head of Eastern Asia Pacific Region

1992-1997 BNP Plc, London Vice Manager, Head of Corporate Banking 1989-1992 BNP Paribas; Big Corporates Division; Relationship Manager 1985-1989 BNP Paribas; Inspector

1983-1985 BNP Paribas; Relationship Manager for Corporate Clients 1981-1983 BNP Paribas; Corporate Finance Executive

1997-1998 Institut des Techniques de Marche

1975-1979 Institut d'etudes Politiques de Paris; Social Science Master 1975-1978 Ecole Des Hautes Etudes Commerciales Paris,Trade Diploma

Musa Erden, Member

2012 – present TEB A.Ş.,Consultant, Board of Directors 2008 - present Türk Ekonomi Bankası A.Ş., Board Member 2011 – present TEB Factoring A.Ş. Vice Chairman

2010 - present TEB Sh.A Chairman, TEB Leasing Board Member

2006 - 2008 Türk Ekonomi Bankası A.Ş., Consultant 2006 - 2008 The Ottoman Fund Ltd Board Member

2006 - 2008 Osmanlı Yapı 1 İnş. Tur. San. Tic. A.Ş. Chairman 2006 - 2008 Osmanlı Yapı 2 İnş. Tur. San. Tic. A.Ş. Chairman 2006 - 2008 Osmanlı Yapı 3 İnş. Tur. San. Tic. A.Ş. Chairman 2006 - 2008 Osmanlı Yapı 4 İnş. Tur. San. Tic. A.Ş. Chairman 2005 - 2008 TEB Financial Investments, Auditor

2005 - 2006 TEB A.Ş. Auditor

2003 - 2003 MNG Bank, Board Member

2002 - 2003 Turkish Banking Association, Arbitration Committee Member 1996 - 2001 Osmanlı Bankası A.Ş., Assistant General Manager

1993 - 1996 Osmanlı Bankası A.Ş., Vice General Manager /BD 1991 -1993 Osmanlı Bankası A.Ş., Vice General Manager /CM 1988 - 1991 Osmanlı Bankası A.Ş., Vice General Manager /CM 1986 - 1988 Osmanlı Bankası A.Ş. Coordinator

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1983 - 1985 Osmanlı Bankası A.Ş. Main Branch 2nd Manager 1979 - 1983 Osmanlı Bankası A.Ş. Personnel 2nd Manager 1976 - 1979 Osmanlı Bankası A.Ş. Inspector

1973 - 1976 Osmanlı Bankası A.Ş. Assistant Inspector 1972 - 1973 Yapı ve Kredi Bankası A.Ş. Officer

1966 -1970 Ankara University, Faculty of Economics and Commerce, Banking Division

Henri Foch,Member

2011 – present BNP Paribas, Global Vice Head of Fixed Income Member of BNPP ZAO board

2008 - 2011 BNP Paribas, Head of Fixed Income, Asia Pacific and Japan 1994 -2008 BNP Paribas, Global Head of Foreign Exchange Trading 1991 - 1994 Bank of America, Head of FX Sales Prop Trading

1988 - 1991 L’Européenne de Banque, Paris, International Treasurer 1986 – 1988 Chase Manhattan Bank, Paris, FX Sales and FX Prop Trader 1983 - 1986 BNP Paribas, Retail Network Credit department

1977 - 1981 L’Institute d’etudes Politiques, Paris, Finance and Foreign Affairs

Beatrice Cossa Dumurgier, Member 2012 Ekim’den bu

yana

BNP Paribas, COO, Retail Banking

2010 - 2012 BNP Paribas, Head of Buttes Chaumont Group

2007 – 2009 PNP Paribas, Secretary of Group Executive Committee 2004 - 2007 BNP Paribas Paris,Head of Strategy, Personal Finance 2000- 2004 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 –

present

BNP Paribas Investment Partners, Belgium, Member of the Board June 2011 –

present

BNP Paribas Investment Partners ,Paris, Chairman of the Audit Committee

March 2011 - present

BNP Paribas Investment Partners, Paris: Member of the Board

2009 – 2010 Fortis Investment Management , Brussels, Member of the Board, Chairman of the Audit Committee Brussels

2002 -2003 CPRA²M , Paris, Chairman of the supervisory board Paris

1999 -2004 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

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1995-1999 BNP Paribas, Singapore, Head of Paribas Asia overlooking 12 branches and representative offices, Head of the Singapore branch, Singapore

1997-1999 BNP Paribas, Chairman and chief executive of Paribas Merchant Banking Asia. 1991-1995 BNP Paribas, London, Executive vice-president , Global head of bonds, swaps

and foreign exchange London

1985-1991 BNP Paribas, Paris, Senior vice president.

Head of French capital markets Global head of foreign exchange and interest rates options

1982-1985 BNP Paribas, New-York, Senior vice-president. Treasurer North America division, New York

1968-1982 BNP Paribas, Paris, Money-market trader, Foreign exchange trader (spot and forwards)

Vice-president and Vice treasurer from 1978

1963 – 1968 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 -

present

TEB A.Ş. Independent Board Member 2011 - 2013 BANTAŞ, Vice Chairman

2008 - 2013 TEB A.Ş. Board Advisor, TEB ShA Vice Chairman 2008 - 2011 TEB Cetelem, Board Member

2005 - 2011 TEB NV, Audit Committee Member 2005 - 2006 TEB Yatırım, Audit Committee Member

2005 - 2008 TEB A.Ş., Board and Audit Committee Member 2002 - 2008 Risk Managers Association, Vice Chairman 2002 - 2005 TEB A.Ş., Executive Board Member 2000 - 2002 TEB Yatırım, Board Member 1999 - 2005 TEB Kıymetli Mad. A.Ş., Chairman

1998 - 2005 TEB NV, Board and Audit Committee Member, TEB Varlık Investment Co. Board Member

1997 - 2005 İstanbul Gold Exchange, Vice Chairman

1992 - 2001 TEB A.Ş., Treasury, Assistant General Manager 1984 - 1992 Citibank NA ,Treasury, Vice President

1982 - 1983 NATO United Air Force, sub-lieutenant

1980 - 1982 Pamukbank T.A.Ş., Treasury and Foreign Exchange, Expert 2004 - 2007 İstanbul University, Economics, Phd

1999 Harvard University, Advanced Management Program, AMP 1979 - 1982 Boğaziçi University , Industrial Engineering, MS

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1973 - 1978 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.

n www.teb.com.tr

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