Disclosure Policy

Disclosure Policy

DenizBank disclosure policy is applied in accordance with rules, which are determined on the basis of legislations and communiqués and practices set within criteria of public disclosure. DenizBank disclosure policy aims to provide shareholders and stakeholders with accurate, complete, comprehensible, easily accessible, low-cost and equal access to information and announcements that are legally appropriate for disclosure except for those deemed trade secrets Public announcements are made via methods such as disclosure of material events,,  financial tables and their footnotes, annual and interim activity reports, web page of the Bank, e-bulletin, press releases, press conferences and seminars.

The Board of Directors is responsible for formation, implementation and supervision of the disclosure policy. The CEO, Financial Affairs Group- Investor Relations and Financial Communication Department and International and Regulatory Financial Reporting Departments, Administration Services Group-Advertisement and Public Relations Department, Corporate Compliance Department and managers of all relevant departments, who have access to the undisclosed information that can effect the share price and the investment decisions of investors, are responsible (within the context of material disclosure) for the coordination and realization of the disclosure function. 

Permanent Insiders

DenizBank has drawn up “Permanent Insider List” (a list of persons who have access to all or a part of inside information concerning DenizBank, directly or indirectly) in accordance with Turkish regulation. The Bank has declared the relevant persons in writing that they are on the list. The Bank has informed the relevant persons about the protection of inside information and the compliance with the confidentiality rules, and taken their written undertakings. With the inclusion of the Members of Board of Directors and Executive Board, all relevant persons who have access to inside information have been written on the list and made available for send to Capital Markets Board and Istanbul Stock Exchange in case of their requiring. Besides, the title of the persons who have access to inside information, the Group and Department names have been available in Insider Trading page on our web-site.

Information Tools

Material Disclosures: Disclosures are made according to Capital Markets Board Regulation Serial no: VIII No: 54 considering internal or continuous information.

Internal information is disclosed after being assessed in terms of events and developments which can be effective on the value of the capital market instrument, investors’ decisions for/against making investments or which are related to usage of their rights because of the financial situation or activities of the partnership. Internal information (except from continuous information stated in the communiqué) is assessed on the basis of their subjects and in the framework of disclosure obligation.

• External subjects that the partnership is directly concerned with, 
• Changes in the staff of management and auditors,
• Administrative and legal proceedings, 
• Extraordinary income/loss with significant amounts,
• Merges and acquisitions,
• Transactions regarding tangible fixed assets, 
• Changes in activities of the cooperation, 
• Changes in ownership structure, 
• Changes in tangible assets, 
• Information about debt securities,
• Indicators used generally,
• Changes in management control,
• Other changes (Defined in Article 5.10 of Capital Markets Board Regulation Serial No:VIII No:54)

Financial Tables and Reports : Reports are prepared in accordance with Banking Law,  “Regulation on the Preparation and Publication of Annual Report of Banks” of Banking Regulation and Supervision Agency, published in the Official Gazette dated 1 November 2008, No. 26333, TAS, TFRS, other regulations, communiqués and circulars published by BRSA.

Financial tables and reports are sent to ISE, CMB, BRSA, CBT and BAT within the deadlines outlined in the table below.

The interim financial statements and activity reports are announced on the web page of the Bank after the second session at the ISE. The year-end financial reports and auditors report are published in the Turkish Trade Registry Gazette until the end-of coming April. In addition, financial tables and auditors’ report are sent to Official Gazette without footnotes within the seven days following this publication.

Annual and Interim Activity Reports: Reports are prepared regarding the “Regulation on the Preparation and Publication of Annual Report of Banks” of Banking Regulation and Supervision Agency, published in the Official Gazette dated 1 November 2008, Nr. 26333 and “Declaration on Financial Reporting at Capital Markets” of Capital Markets Board, that has been published in the Official Gazette dated 09 April 2008, Nr. 26842. The information provided in the annual report are listed below. Important events concerning the interim period in question, their effects on financial tables and other important risks & ambiguities foreseen for the rest of the accounting period are included in Interim Period Activity Reports.

• History of the Bank
• Messages from the Chairman and the President and CEO
• Amendments to Articles of Association
• Market Position of DenizBank
• Shareholding Structure
• Information about subsidiaries
• Resumes of Members of the Board and Executive Management 
• Information about Committees 
• Financial information about the activity results 
• Assessment of Financial Position
• Rating Notes
• Information about Internal Audit, Internal Control, Compliance and Risk Management Systems 
• Risk management policies
• Information about Dividend Distribution,
• Donations, 
• Information about support services
• Summary Board of Directors Report Presented to the General Assembly
• Balance Sheet and notes
• Independent auditors report 
• Assessments of the Audit Committee 
• Report on DenizBank’s Compliance with Corporate Governance Principles

DenizBank Web Site: DenizBank web site aims at providing investors and other concerned parties with a low-cost and easy access to updated and correct data. Important data is also included in the web site with the English language option so that foreign investors will have access to information.  

The information provided via the Internet is as follows:

• Trade registry information
• Recent  shareholding and management structure   
• The Bank’s most recent Articles of Association
• Material Disclosures  
• Annual and interim activity reports 
• Financial tables, Independent Auditor’s Report and footnotes (consolidated/ unconsolidated)
• Rating notes
• Offering circular
• General Assembly agenda, resolutions, minutes and list of participants, Proxy voting form
• Information about Internal Audit, Internal Control, Compliance and Risk Management Systems
• Information about subsidiaries  
• Resumes of Members of the Board and Executive Management 
• Human resources policy
• Dividend distribution policy
• Disclosure policy
• Ethic rules
• Share price performance
• Report on DenizBank’s Compliance with Corporate Governance Principles
• Permanent Insider List
• Press Releases
• Activities

Press Conferences: Press conferences are made through the written or visual media whenever necessary or upon the request of concerned institutions (provided that requests are deemed appropriate). Press conferences are made by Bank managers chosen by the Chairman, President or by other authorities depending on the concerned activity field. Financial figures to be included in press releases should be consisted of the latest financial figures that are disclosed in the framework of legislation and regulations. Regarding meetings, presentations and announcements to be made with regards to subjects that include issues which may cause the liability of a public disclosure of material events, the required public disclosure of material events should be realized prior to or concurrently with the events. In this situation, equal disclosure/information should be ensured. Regarding incorrect and fake news and rumors which do not cause a need to make a public disclosure of material events in the pres, the pres institution which published/broadcasted the fake news is made publish a correction announcement or the situation is compensated with a new press release.

Press Releases: Press releases are prepared at least once every quarter for the purpose of evaluating the financial situation of the Bank and sharing important developments (such as public offering, rating increases, new scope of activity, etc.) with the public, and fast and updated access by beneficiaries to the relevant information. Press releases related to the financial results are shared with the press after the financial reports are reached to ISE. Press releases are also prepared about products to be launched, campaigns to be started and new activities.

E-bulletin: It is the informative document published once a month by our Bank’s Advertisement and Public Relations Department with the title  “Deniz’in Sesi” (Voice OF Deniz). It covers the developments regarding our Bank’s activities realized within the concerned period. Internet Banking unit sends out the publication to our customers and employees each month via e-mail.

Seminars: Seminars are held by the Chief Economist of the Bank on regional and sectoral information. These seminars are targeted to investors, customers and the public at large. Representatives of various sectors join the seminars that are held in a Q&A format.

Other notifications: Credit institutions, rating companies and corporate investors are verbally informed by Financial Affairs Group, Investor Relations and Financial Communication Department during meetings which are held upon request. The information transmitted during the meetings are prepared in away to state the latest financial figures that were recently disclosed. When necessary, information can be transmitted via e-mail or teleconferences. Documents which are related to subjects included in the agenda of Ordinary and Extraordinary General Assembly and which should be submitted to the information and assessment of shareholders are accessible through the addresses stated in the invitation text and/or via the web site of our Bank.