ATTENDANCE BY THE MEMBERS OF THE BOARD OF DIRECTORS IN THE MEETINGS HELD DURING THE REPORTING PERIOD

Ziraat Bank’s Board of Directors is obliged to perform the duties and exercise the powers assigned to it in accordance with the Turkish Commercial Code, Banking Law and other relevant legislation.

The Board of Directors meets as and when there is a need upon summons by the Chairman, Vice Chairman or any member of the Board. The Board met 40 times during 2023 and passed 566 resolutions.

ZIRAAT BANK BOARD OF DIRECTORS

CHAIRMAN
Burhaneddin TANYERİ

GENERAL MANAGER AND MEMBER
Alpaslan ÇAKAR

MEMBER
Serruh KALELİ

MEMBER
Fazlı KILIÇ

MEMBER
Fatih AYDOĞAN

VICE CHAIRMAN
Veysi KAYNAK

MEMBER
Feyzi ÇUTUR

MEMBER
Serdar KILIÇ

MEMBER
Dr. İsmail İlhan HATİPOĞLU

INFORMATION ON THE ACTIVITIES OF THE AUDIT COMMITTEE

MEMBERS
Fazlı KILIÇ
Member of the Board

Dr. İsmail İlhan HATİPOĞLU
Member of the Board

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.

The Audit Committee met 24 times during 2023 and passed 66 decisions.

INFORMATION ON THE ACTIVITIES OF THE CREDIT COMMITTEE

CHAIRMAN
Alpaslan ÇAKAR
Chairman and General Manager

MEMBERS
Burhaneddin TANYER
Chairman of the Board

Feyzi ÇUTUR
Member of the Board

ALTERNATE MEMBERS
Fazlı KILIÇ
Member of the Board

Fatih AYDOĞAN
Member of the Board

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. The Credit Committee met 21 times during 2023 and passed 899 decisions.

INFORMATION ON THE ACTIVITIES OF THE CORPORATE GOVERNANCE COMMITTEE

CHAIRMAN
Serdar KILIÇ
Member of the Board

MEMBER
Serruh KALELİ
Member of the Board

The Corporate Governance Committee monitors and audits the Bank’s compliance with corporate governance principles. The Committee suggests proposals to the Board of Directors and works to ensure improvements. The Committee keeps reports of its activities in written form.

INFORMATION ON THE ACTIVITIES OF THE REMUNERATION COMMITTEE

MEMBERS
Veysi KAYNAK
Vice Chairman of the Board

Feyzi ÇUTUR
Member of the Board

The Remuneration Committee is responsible for overseeing and supervising the remuneration practices on behalf of the Board of Directors. The Committee assesses the remuneration policy and practices within the framework of risk management to ensure that remuneration policies are aligned with the Bank’s ethical values and strategic goals, and submits its recommendations to the Board of Directors.

INFORMATION ON THE ACTIVITIES OF THE INFORMATION SYSTEMS STRATEGY COMMITTEE

CHAIRMAN
Fatih AYDOĞAN
Member of the Board

On behalf of the Board of Directors, the Information Systems Strategy Committee monitors the suitability of IT investments, checks that they are in line with the IT strategy plan and that the IT objectives are compatible of the Bank’s business objectives.

INFORMATION ON THE ACTIVITIES OF THE INFORMATION SECURITY COMMITTEE

CHAIRMAN
Fatih AYDOĞAN
Member of the Board

The duties and activities of the Committee include fulfilling the duties and authorities determined in the legislation regulated by the BRSA, coordinating information security activities and establishing and implementing information security policy.

INFORMATION ON THE ACTIVITIES OF THE SUSTAINABILITY COMMITTEE

CHAIRMAN
Fazlı KILIÇ
Member of the Board

The duties and activities of the Committee are to develop, plan, coordinate, monitor and report the results of sustainability practices. The Chairman of the Sustainability Committee is appointed from among the Board Members.

The Committee consists of 1 Chairman and 7 members.

Ziraat Bank Sustainability Policy text, which was first published in 2013, was updated with the decision of the Board of Directors numbered 36/40 dated 30 November 2023.

INFORMATION ON ACTIVITIES OF THE CREDIT MONITORING AND RISK MANAGEMENT COMMITTEE

CHAIRMAN
Ahmet ACAR
Executive Vice President

MEMBERS
Mehmet Şükrü TAŞCI
Executive Vice President

S. Şamil YILDIZ
Group Head

Murat KAHRAMAN
Department Head

Ahmet FAKI
Department Head

Ümit URFALIOĞLU
Department Head

Şahin UĞUZ
Department Head

Hasan ÖZTAŞ
Department Head

Uğur Can AYGIN
Department Head

Rehber BİRKAN
Department Head

The duties and activities of the Committee are to periodically evaluate the credit portfolio, determine the actions to be taken and create strategies for the following periods, review and evaluate the types of financial risks the Bank is exposed to while performing its activities in line with the policies and strategies regarding risk management, and monitor risk management practices. and development, and to produce input for the Bank’s decision-making mechanisms.

INFORMATION ON THE ACTIVITIES OF THE EXPENSE MANAGEMENT AND EFFICIENCY COMMITTEE

CHAIRMAN
Süleyman YALÇIN
Executive Vice President

MEMBERS
Yasin ÖZTÜRK
Executive Vice President

Hüseyin ÖZUYSAL
Executive Vice President

Himmet AKSOY
Group Head

The duties and activities of the Committee are as follows:

• to ensure that the development of the Bank’s asset-liability, income-expenditure items is in harmony with the determined budget.
• to make projections according to changes in market, conditions and parameters,
• to reveal areas of improvement by identifying areas of productivity,
• to keep operational and purchasing costs at the optimum level by evaluating them together with real income performance,
• to provide banking services to customers at lower cost and higher customer satisfaction.

INFORMATION ON THE ACTIVITIES OF THE TFRS 9 COMMITTEE

CHAIRMAN
Süleyman YALÇIN
Executive Vice President

The duties and activities of the Committee are to ensure high-level governance in the provision (impairment) calculation process and to carry out studies to ensure objectivity and impartiality in the provision calculation process carried out in accordance with TFRS 9 standards.

The committee consists of 1 Chairman and 8 members.

INFORMATION ON THE ACTIVITIES OF THE DATA GOVERNANCE COMMITTEE

The Head of Data Analytics Department, related Business Units and Ziraat Teknoloji IT Architectural Group Manager are natural members of the committee and depending on the agenda, may also be joined by the relevant Data Sponsor (Assistant General Managers), Ziraat Teknoloji General Manager, Group Managers/Service Managers, Board of Inspectors, Internal Control Department Head, Compliance Department Head and Legal Counsel.

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).

INFORMATION ON THE ACTIVITIES OF THE DATA SHARING COMMITTEE

The Committee consists of representatives from the Internal Audit Department, the Compliance Department, the Legal Counselling and Data Analytics Department and the Related Business Unit Responsible for Sharing, as well as the Asset Owning Business Unit. The Committee is chaired by the Data Analytics Department.

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.