Management

Corporate Governance and Nomination Committee

DenizBank considers Corporate Governance Principles as a dynamic concept that requires permanent amelioration. In this purpose, our Bank periodically follows-up national and international corporate governance applications. The follow-up and developing of principle-related applications are conducted by the Corporate Governance and Nomination Committee, which consists of Independent and Non-Executive Board Members.

The Committee is responsible for following-up the Bank’s alignment with Corporate Governance Principles. The committee consists of 4 Members whose qualifications are stated below:

Committees Reporting to the Board of Directors Table

Member	Title	Position
Deniz Ülke ARIBOÐAN	Chairperson	Non-executive member (Independent)
Alexander TITOV	Member	Non-executive member
Tanju KAYA	Member	Executive member (EVP)
Yeliz KORAÞLI ÖZDEMÝR	Member	Executive member (Investor Relations Department Manager)

Corporate Governance and Nomination Committee hold at least 3 meetings in a year. The Committee meets when necessary in order to execute its mission.

DenizBank Board of Directors has formed an Audit Committee from among its own Members. Consisting of Non-Executive Board Members, the Audit Committee holds periodical meetings and determines Bank’s audit policies.

Internal audit activities are conducted on the basis of internationally approved audit standards and domestic regulations and taking the needs of the Bank and Group into consideration under the responsibility of a Board Member in charge of Internal Systems (audit, internal control, compliance and risk management), who is also a member of the Audit Committee.

The Audit Committee is responsible for taking necessary measures in order to ensure that accounting systems and financial information of the Bank are audited and disclosed efficiently and for supervising functioning and effectiveness of internal control system.

The Committee consists of three Members whose qualifications are stated below:

Audit Committee Table

Member	Title	Position
Nihat SEVÝNÇ	Member	Non-executive Member (Independent)
Wouter G.M. VAN ROSTE	Member	Non-executive Member
Pavel BARCHUGOV	Member	Non-executive Member

The Audit Committee meetings are held at least once on a quarterly basis –and at least 4 times a year. In addition, independent from management units, the Audit Committee holds meetings with independent auditors at least two times a year and discusses internal control, financial highlights, internal audit and other agenda items to be discussed specifically.

This is the Committee whereby commercial, corporate and SME credit proposals within the bank are assessed. The Committee meets every week and assesses the proposals in question; proposals which are covered by its delegation limit are either approved or refused. Requests that exceed the delegations limit are submitted to the approval of the Board of Directors. Requests exceeding the delegation limits of DenizBank and requiring approval at group level are submitted to main shareholder with the advice of DenizBank Credit Committee.

Credit Committee Table

Member	Title	Position
Hakan Ateþ	Member	Executive Member - CEO
Derya Kumru	Member	Executive Member
Timur Kozintsev	Member	Executive Member
Alexander Titov	Associate Member	Non-executive Member
Dzhangir Dzhangirov	Associate Member	Non-executive Member

Pursuant to the “Regulation on Corporate Governance Principles of Banks” of Banking Regulation and Supervision Agency, DenizBank Board of Directors established a remuneration committee with the purpose of having remuneration practices monitored and controlled on behalf of the Board.

The committee is responsible for assessing remuneration policies and practices within the framework of risk management and for submitting to the Board of Directors, their recommendations on these each year within reports. The committee consists of two members whose qualifications are stated below:

Remuneration Committee Table

Member	Title	Position
Nihat SEVÝNÇ	Member	Non-executive member (Independent)
Igor Kolomeyskiy	Member	Non-executive member

Assets-Liabilities Committee (ALCO)

Chaired by the CEO, the Asset-Liability Committee meets each week with the participation of group managers that conduct activities which may affect the balance sheet and the Chief Economist of the Bank. Agenda items include determination of the weekly assets-liabilities strategy on the basis of balance sheets, activities of business lines, general economic highlights and assessment of current economic and political developments.

Executive Credit Risk Committee

Executive Credit Risk Committee meets on a quarterly basis in order to assess the market and economic developments that may cause a risk on the credit portfolio of business lines and subsidiaries, make a general evaluation of credits under watch list and NPL, monitoring the NPL collection and make assessments concerning the provisions budget.

Disciplinary Committee

The purpose of the activities of this Committee is to detect the existence, offenders of and faults and possible loss caused by transactions and acts that require a disciplinary action in accordance with Bank’s internal legislation and disciplinary regulation. Chaired by the Executive Vice President in charge of Administrative Services, the Disciplinary Committee is attended by the responsible Board Member, DenizBank EVP in charge of Administrative Services and SVP in charge of Human Resources, EVP in charge of Operations, the Head of Internal Control Center and Compliance, the most senior manager in charge of Legal Affairs, Matrix EVP/ Subsidiary General Manager, SVP in charge of Internal Audit Department and the Head of Internal Audit.

Purchasing Committee

Acting in the framework of the Purchasing Procedure and in accordance with appropriate quality and pricing criteria, this Committee is formed with the purpose of realizing collective and single purchasing transactions within the Bank. The requests coming to the “General Purchasing Committee” to be held on the third week of each month on Thursday at 09.30 will be evaluated and Committee Decisions will be approved.

In our Bank, every kind of purchasing is realized by the Purchasing Committee from the companies stated in the “Approved Suppliers” list.

Communication Committee

In addition to enforcing and supporting DenizBank’s image, the Committee is established in order to convey the features constituting the corporate identity to the target audience via correct messages, projects and means of mass media. The Communication Committee meets at least once a month. The ideas and propositions are submitted to the Executive Committee to be discussed and concluded by the latter.

Promotions Committee

This committee makes evaluations and final decisions about vertical (enhancement of both title and responsibility) and horizontal (change in title with duty and responsibility remaining unchanged) movements of all employees of DFSG. Promotion Committee gathers once a year (in june) with the participation of all Executive Committee Members and chaired by the CEO. DenizBank Promotion Committee which gathers once a year in June decides on proposals for promotion of employees. Promotion proposals of managers about their subordinates which they make considering professional experience, knowledge, skills, training received within and out of the organization and their performance are evaluated and promotions are decided accordingly.