Committees

Executive Committee

The Executive Committee is the decision making body of the Group, established to collectively decide upon priority topics, facilitate information sharing among senior management and support strong team spirit. The Committee holds regular weekly meetings or according to the needs of the bank (at least once a month). All decisions are taken unanimously by the members. In 2023, the Executive Committee convened 42 times with the required majority and quorum satisfied.

The Committee’s responsibilities include:

• Defining Group strategies and the Bank’s structural risk management
• Managing asset-liability guidelines including pricing and interest rates
• Evaluating existing products and approving new products
• Assessing credit, operational, market and liquidity risks
• Ensuring coherence of the Bank’s commercial policies and principles with budget objectives
• Improving customer satisfaction and marketing activities
• Internal and external communication plans
• Approving the Bank’s annual project plan and major organisational changes
• Optimising market risk strategies within the guidelines set by the Board of Directors

Audit Committee

The Audit Committee administers the Bank in terms of compliance with local laws and internal regulations. The Committee convenes quarterly or more, according to the needs of the Bank. In 2023, the Audit Committee convened 4 times with the required majority and quorum satisfied. The Committee reports at least once every six months to the Board of Directors.

The Committee’s major responsibilities include:

• Monitoring the performance of Internal Audit as well as Internal Control, Compliance and Risk Management
• Fulfilling the relevant tasks as determined by Banking and Capital Market regulations
• Approving and monitoring the Annual Audit Plan and the charter of the internal audit function
• Verifying adequacy of internal control systems
• Monitoring audit projects and evaluating significant findings
• Appointing, compensating and overseeing external auditors, rating, valuation and support service institutions
• Monitoring the financial reporting process
• Reviewing procurement policies and practices

Risk Committee

Risk Committee is responsible for determining the risk management strategies and risk appetite of the Bank and to prepare the policies, to make the necessary changes in accordance with the economic conjuncture and submit them to the approval of the Board of Directors. In 2023, the Risk Committee convened 6 times with the required majority and quorum satisfied.

The Committee’s responsibilities include:

• Determining the risk strategy, policies and risk appetite of the Bank regarding the risks that may arise and to ensure that these are regularly monitored
• Evaluating issues raised by the Risk Management and ensuring that necessary measures are taken regarding these issues
• Making sure that there is necessary communication between the relevant departments throughout the Bank in order to ensure efficient risk management
• Ensuring timely and reliable reporting to the Committee regarding significant risks
• Monitoring the compliance of the Bank's strategy with determined risk management strategies and risk appetite and making suggestions to remedy in case of a contradiction
• Determining the limits on the risks that the Bank is exposed to/may remain and monitoring the determined limits, taking actions in case of exceeding the limits and making studies to eliminate them and make suggestions the Board of Directors
• Monitoring the accuracy and reliability of risk measurements, methods and results, evaluating the functionality and adequacy of the Bank's risk control systems, following that the Bank takes the necessary measures to find the necessary systems, employees and resources for risk management
• Observing the preparation processes of internal capital adequacy and prevention plan measures of the Bank and evaluating the results
• Ensuring the establishment and development of risk culture in the Bank and its subsidiaries
• Monitoring the regulatory requirements regarding risk management, encouraging the development of an advanced risk management model and risk management practices

Credit Monitoring Committee

Within the scope of the Credit Risk Policy, Credit Monitoring Committee reviews and evaluates the commercial loan portfolio, especially the risk groups/companies under the authority of the Board of Directors and the Credit Committee and determines the issues to be taken into account in the following periods regarding the mentioned companies. The Committee once a year or more according to the needs of the Bank. Documents to be submitted to the Committee are prepared by the Credits Management, when necessary, other relevant managements work on the requested subjects and submit them to the Committee. In 2023, the Credit Monitoring Committee convened 1 time with the required majority and quorum satisfied.

Corporate Governance Committee

The Corporate Governance Committee assists the Board of Directors on compliance to Corporate Governance Principles, investor relations activities and public disclosures. In 2023, the Corporate Governance Committee convened 2 times with the required majority and quorum satisfied.

The Committee’s responsibilities include:

• Identifying and providing guidance for any conflicts of interest that may arise
• Confirming that proper flow of information is ensured by the Koç Financial Services, Subsidiaries and Shareholder Relations Unit to shareholders and investors
• Conducting studies in the scope of evaluating and determining independent candidates suitable for Board of Directors and presenting the nominated candidates to the Board of Directors for approval

Remuneration Committee

The Remuneration Committee monitors and audits compliance of the Bank’s compensation principles and remuneration practices with its structure, strategies, long-term targets and risk approach on behalf of the Board of Directors. The Committee convenes at least twice a year or according to the needs of the Bank. In 2023, Remuneration Committee convened 2 times with the required majority and quorum satisfied.

Credit Committee

The Credit Committee is an advisory and deliberative body whose purpose is to provide guidelines for the Bank’s lending activity in coherence with the credit policy, economic objectives and the Bank’s overall risk profile. The Credit Committee convened 61 times with the required majority and quorum satisfied in 2023. The Committee reviews loan applications and restructuring requests within its authorised delegated limit or advises the Board of Directors for those that are not. The Credit Committee also outlines parameters for credit scoring, lending and monitoring systems.

Disciplinary Committee

The Disciplinary Committee has the purpose of determining the disciplinary actions/penalties according to the cases and to the Disciplinary Regulations. The Disciplinary Committee’s duties, authorities and responsibilities as well as working principles and procedures are set by the Board of Directors.

Cost Management and Efficiency Committee

The Cost Management and Efficiency Committee is responsible of central cost and purchase management. Within this scope, the Committee monitors monthly evolution of main cost items compared with the budgeted targets, review status of planned cost saving actions and demands related with the projects, negotiate unbudgeted and high amount demands defines new cost saving / cost management initiatives.

Credit Risk Staging and Provisioning Committee

Credit Risk Staging and Provisioning Committee is formed to evaluate and make necessary decisions regarding credit staging, credit provisioning and credit rating activities in compliance with IFRS9 and reporting the results to top management and other committees. Credit Risk Staging and Provisioning Committee, conducts monitoring and evaluation of staging/provisioning risky clients, makes decisions regarding stage overrides of necessary clients evaluates LLP impact of client rating upgrade or downgrade, evaluates for approval of parameter and methodology changes regarding LLP calculations, examines and approves the staging/ provisioning effect of the realization of identified risks, examines year-end and month-end LLP forecasts.

Information Systems Steering Committee

To support IS Strategy Committee function and senior management in the Executive Board, To determine the priority order of IT investments and projects, to make the necessary guidance by evaluating the changes needed in the plan, Evaluate capacity distributions and review roadmap, To follow the status of ongoing IT programs and projects, To resolve resource conflicts between projects, To make the necessary guidance to ensure IT architecture and IT projects comply with the legislation, It is responsible for monitoring service levels for IT services and reviewing improvements.

Information Systems (IS) Strategy Committee

The IS Strategy Committee is responsible for, on behalf of the Board of Directors, overseeing the appropriate use of IS investments in line with the IS strategy plan and the alignment of the Bank’s business objectives with IS objectives; reporting directly and regularly to the Board of Directors on these matters; reviewing the IS strategy plan at least once a year, revising the plan when necessary and submitting the revised plan to the approval of the Board of Directors; and overseeing the activities of the IS Steering Committee.

Information Security Committee

On behalf of the Bank’s Board of Directors; It carries out activities for creating, updating and implementing information security policies, Information security policy reviews procedures and processes at least once a year, and also reviews them after major security incidents, new vulnerabilities or significant changes in technical infrastructure, Ensures the establishment of an information security management system that is obliged to observe its implementation throughout the bank, Provides oversight of the compliance of the Information Security strategic plan and Information Security objectives with the business objectives of the bank on behalf of the Board of Directors, Gives opinion and approval to the bank’s information security policy before it is submitted for the approval of the board of directors, Approves the asset classification guide prepared for the classification of information assets, Approves the information security awareness training program, Is responsible for ensuring effective controls on information systems to ensure the confidentiality, integrity and accessibility of information assets and for conducting effective surveillance to manage security risks arising from the use of information systems, When necessary, it enables working groups to be created in different areas of information security.

Business Continuity Committee

Roles of the Business Continuity Committee are, to plan what needs to be done in case of any Emergency and Crisis in order to take effective measures in case of disaster, crisis or interruption, By giving opinions to Business Continuity and IS Continuity plans, Considering all the factors related to the events that occur, declaring that there is a crisis situation, Deciding on the implementation of plans to protect reputation, brand value, value-creating activities and the interests of stakeholders, To propose actions to ensure the continuity of critical operations / ensure that they can be saved within the targeted timeframe and to return to the pre-crisis state, To fulfill the function of the IS Continuity Committee described in the regulations, Coordinating with other rescue, continuity and response teams, It is responsible for informing the Crisis Management Team.

Sustainability Committee

Yapı Kredi Sustainability Committee was established to create Yapı Kredi’s sustainability strategy and policies in economic, social and environmental areas, integrate this strategy and these policies into Bank operations, and monitor its sustainability performance. Representing various management units, the Committee is chaired by the Independent Board Member. Meeting quarterly to monitor and guide developments in sustainability, the Sustainability Committee periodically reports to the Executive Committee and to the Board of Directors every year.

Sustainability Working Groups were formed with the participation of relevant departments of the Bank in order to implement the strategy determined by the Sustainability Committee and coordinate relevant efforts. Operating under Corporate Communications Management, the Sustainability and Corporate Social Responsibility Unit is responsible for;

• Coordinating the Sustainability Working Groups,
• Monitoring goal progress and performance performance on sustainability,
• Performing sustainability data consolidation,
• Evaluating activities in line with sustainability goals,
• Conducting Yapı Kredi’s internal and external communications with regards to sustainability.

Customer and Service Execution Committee

Customer and Service Execution Committee is responsible for (i) deciding if a new development/improvement should be considered as a “change” or “new product”, (ii) guiding Project teams in order to reduce compliance risk about subjects that might cause audit findings or reputational damages; (iii) monitoring and leading of preventive actions about possible defects or malfunctions, about quality assurance and compliance topics, in existing products/ services. Committee can also decide if it is necessary to follow up ongoing developments in committee level or circulate updates to executive committee or other related committees.

In accordance with the agenda, related senior managers may attend the meeting, in addition to the permanent members listed above.

Analytics Committee

Analytics Committee is responsible for directing analytical works in line with Bank’s strategic goals. In this framework, the Committee (i) evaluates the important changes needed in the analytical project roadmap quarterly and makes the necessary guidance, (ii) evaluates and approves the analytical projects and modeling studies planned to be addressed next year in the last quarter of the year, (iii) within the relevant quarter, it ensures that requested analytical projects are prioritized transparently and in line with market standards.

According to the Committee agenda, Assistant General Managers, Executive Vice Presidents and Vice Presidents of the relevant managements requesting projects may attend the meetings as guests. At the same time, managers of model responsible experts from analytical model development teams and model consultants can participate in the work of the Committee.

Information Technologies Risk And Quality Management Steering Committee

The IT Risk and Quality Management Steering Committee is responsible for evaluating the problems experienced in system continuity, backup and recovery, evaluating root cause analyses and preventive actions, and determining and monitoring improvement actions.

In accordance with the agenda, related senior managers may attend the meeting, in addition to the permanent members listed above.

Technology and Architecture Steering Committee

The Technology and Architecture Steering Committee is responsible for monitoring the Bank’s five-year architectural transformation program. To this end, the Committee decides on the use of new technologies, architectural structures or products, draws up the transformation road map, and makes and monitors decisions to terminate the use of old structures and products.

In accordance with the agenda, related senior managers may attend the meeting, in addition to the permanent members listed above.

Ethics Committee

The aim of the Ethics Committee is to develop Yapı Kredi's ethical practices and culture, and to evaluate, decide on, and make recommendations on reports containing practices/issues in violation with the Code of Ethics and Business Conduct to be submitted to the Committee.

To this end, the Committee (i) encourages and monitors efforts to create a common ethical culture, (ii) evaluates and decides on the reports submitted to the Ethics Committee and the recommendations/sanctions included in the report, and submits the relevant information to the Human Resources Organization and Internal Services Management and/or its units to ensure that the necessary actions are taken, and follows up the results, (iii) in line with the findings on the issues evaluated in the Committee, makes the necessary guidance to update relevant documents such as policies, procedures, regulations, etc. and accordingly create structured actions in order to prevent the repetition of practices contrary to the Code of Ethics, (iv) refers the ethical issues deemed necessary to be evaluated to the Disciplinary Committee in accordance with the Disciplinary Regulation, and (v) prepares documents such as processes, procedures, etc. regarding the functioning of the Committee and updates the same as required.