Board Committees and Expert Group

The Strategy and Budget Expert Group is composed of at least 3 (three) Board Members, predominantly non-executive.
The group convenes at least quarterly and as often as necessary for effective operation, reporting to the Board of Directors.
Responsibilities of the Strategy and Budget Expert Group include:

1. Executing Activities Related to the Business Plan:

• Ensuring the Bank's compliance with the dominant shareholder's strategy and budget methodology.
• Providing recommendations and opinions on the draft Business Plan developed by Bank management for presentation to the Board of Directors.
• Making suggestions and expressing views on reports regarding the implementation of the Business Plan.
• Advising on and commenting on any proposed changes to the current Business Plan by Bank management.

2. Handling Activities Pertaining to the Bank’s Annual Budget:

• Proposing recommendations and viewpoints on the Annual Budget draft formulated by Bank management for the Board of Directors.
• Recommending new formats or alterations to the current budget execution report submitted by the General Directorate.
• Offering suggestions and opinions on the content of reports from the General Directorate about the Budget's execution.
• Providing recommendations and expressing views on any proposed modifications to the existing Annual Budget by the Bank General Directorate.

3. Managing Activities Related to Information Technology and Information Security Strategy Plan:

• Fulfilling responsibilities to inform the Board of Directors about information technology strategies and IT governance, providing recommendations and opinions when needed.

1. Assessing technological developments that may impact the Bank's corporate strategies and business plans, and their contribution to achieving corporate goals.
2. Assessing technological developments that may impact the Bank's corporate strategies and business plans, and their contribution to achieving corporate goals.
3. Ensuring the alignment of information technologies with the Bank's corporate direction.
4. Achieving strategic goals related to information technologies.
5. Identifying infrastructure, human resources, and skill requirements to achieve these goals.
6. Evaluating the use of external resources and the value they create.
7. Analyzing risks, returns, and competitive advantages of information technology investments.
8. Monitoring the progress of strategic information technology projects.

• Providing suggestions and opinions on reports presented by the General Directorate regarding the execution of the Information Technologies and Information Security Strategy Plan.
• Advising on and commenting on proposed changes to the existing Strategy Plan by the Bank General Directorate.

Committee Members

•  Shahin Mammadov – Chairman of the Expert Group
•  Rovshan Allahverdiyev - Board Member
•  H. Cenk Eynehan – Board Member

The Credit Committee performs duties related to credit allocation as designated by the Board of Directors, in accordance with banking regulations.
The Board of Directors has delegated a certain amount of credit allocation authority to the Credit Committee as per the Banking Law. Credit proposals exceeding the authority of the General Directorate are submitted to the Credit Committee. The Committee evaluates these credit proposals, finalizes those within its authority, and submits credit proposals that are above its authority and deemed appropriate to the Board of Directors for finalization.
The meeting agenda of the Credit Committee is determined by the General Manager or, in their absence, by their deputy and communicated to the other members. The Committee convenes with the participation of all members. Decisions made unanimously by the Credit Committee are implemented directly, while those made by a majority require the approval of the Board of Directors before implementation. The decisions of the Credit Committee are recorded in a decision book, which is maintained in accordance with the procedures and principles applicable to the Board of Directors' decision book.

Committee Members

•  H. Cenk Eynehan – Chairman of the Committee
•  Javid Guliyev - Board Member
•  Nuri Tuncalı – Board Member
•  Rovshan Allahverdiyev- Alternate Member
•  Shahin Mammadov - Alternate Member

The Corporate Governance Committee comprises 2 (two) members chosen from the Board of Directors. The Chair of the Committee is selected from non-executive members of the Board. The Board of Directors holds the authority to determine and modify the number of members and their identities in accordance with the proper procedures.
The Corporate Governance Committee meets at least once a year or as necessary and reports to the Board of Directors.
It is responsible for overseeing the Bank's compliance with corporate governance principles within the framework of the Turkish Commercial Law, Banking Law, and the Capital Markets Board corporate governance principles. Specifically, the Committee undertakes the following duties, authorities, and responsibilities:

• Monitoring whether corporate governance principles are being applied within the Bank, identifying reasons for non-compliance, detecting conflicts of interest arising from non-compliance, and providing recommendations to the Board of Directors for improving corporate governance practices.
• Overseeing the operations of the Corporate Governance function.
• Evaluating the Investor Relations Activity Report prepared on the activities carried out by the Investor Relations function during the fiscal year and presenting it to the Board of Directors.
• Conducting studies and developing suggestions regarding the number of Board members and executives.
• Developing and monitoring principles and practices for the performance evaluation of the Board of Directors, individual Board members, and Board Committees.
• Discussing and deciding on the public disclosure of the "Corporate Governance Rating Report" prepared by an independent rating agency as part of the evaluation of compliance with Corporate Governance Principles.
• Assessing the Bank's "Corporate Governance Compliance Report" and presenting the approved report to the Board of Directors for inclusion in the annual activity report.
• Evaluating the Bank’s annual activity report prepared in accordance with the “Regulation on the Preparation and Publication of Annual Activity Reports by Banks” issued by the Banking Regulation and Supervision Agency (BRSA), and the Board of Directors’ activity report prepared in line with the “Regulation on Determining the Minimum Content of the Company's Annual Activity Report” issued by the Ministry of Customs and Trade, and presents them to the Board of Directors for approval.
• Reviewing the Bank's Corporate Governance Policy and other related policies formed to operate in compliance with corporate governance principles, and presenting them to the Board of Directors for approval.

Committee Members

• Furkan Evranos – Chairman of the Committee
• Shahin Mammadov - Board Member

The Risk Management Committee consists of at least 2 (two) members, the majority of whom are non-executive members of the Board of Directors.
The Committee meets at least once every quarter and as often as necessary for its operation.
The Risk Management Committee is responsible for the following duties, authorities, and responsibilities:

• Advising the Board of Directors on the presence of an adequate risk management system and assisting in the fulfillment of its duties and responsibilities, offering suggestions in areas requiring special attention to risk.
• Promoting a risk culture that facilitates the establishment and continuity of an effective corporate risk management structure.
• Ensuring that the Board of Directors is informed about the risks the Bank is exposed to, their measurement methods, and management.
• Monitoring the Bank's operations for compliance with the risk rules and profile set by the Board of Directors, and overseeing the management's handling of risks within the risk appetite rules set by the Board.
• Supporting the Board of Directors in strategy formulation.
• Proposing authority limits for decision-making and presenting them for approval to the Board of Directors.
• Evaluating and approving the outputs of risk identification, assessment, and measurement processes.
• Reviewing findings of the Bank's Internal Audit Unit regarding risk management.
• Providing recommendations to the Board of Directors on the appointment of managers for units within internal systems that report to the Risk Management Committee, and giving opinions during their dismissal.
• Evaluating the Bank's overall risk management policies and strategies for each type of risk, along with any changes to them, the level of risk the Bank can take, and the methods of implementation, and proposing these for approval by the Board of Directors.
• Assessing the assumptions and limitations of the methods or models used in risk measurement, the key assumptions, data sources, and the adequacy and appropriateness of the implementation methods used for measuring risks.
• Overseeing the design, implementation, and annual review of the Internal Capital Adequacy Assessment Process (“ICAAP”) within the Bank in compliance with relevant legislation and best practice guidelines.
• Evaluating the internal strategies developed within the ICAAP, the ICAAP Report, and its results, and proposing them for approval by the Board of Directors.
• Assessing the risk measurement and monitoring results of the risk management unit and senior management.
• Facilitating coordination between the Bank's risk management unit and other business units, promoting mutual exchange of views.
• Evaluating risk reports covering risks across the Bank on a portfolio basis, along with other reports.
• Evaluating the effectiveness of risk mitigating strategies to address the Bank's risks.
• Reporting to the Board of Directors on significant changes in the Bank's risk profile.
• Reviewing the Risk Appetite Statement and recommending it for approval by the Board of Directors.
• Reviewing and approving portfolio limits within the Risk Appetite and risk tolerance levels.
• Deciding on measures to be taken in case of limit breaches.
• Reviewing the Business Continuity Plan and related documents, recommending them for approval by the Board of Directors.
• In conjunction with the HR and Remuneration Committee, reviewing the effectiveness of the Bank's remuneration system at least once a year.
• On behalf of the Board of Directors or upon suggestion from the Bank's executive responsible for Risk Management, monitoring internal and external factors that can affect the level and management of risks, including legislative changes or strategic documents developed by the Bank's executive bodies, significant changes in macroeconomic and microeconomic factors.
• Providing information to the Audit Committee on matters of importance related to the risk management process, as per Article 24 of the Banking Law, which fall under the supervision and audit responsibility of the Audit Committee.

Committee Members

• Furkan Evranos – Chairperson of the Committee
• Kamala Nuriyeva – Board Member

The Board of Directors appoints at least 2 (two) Board members who are non-executive and meet the qualifications set out in the “Regulation on Internal Systems of Banks” to assist in the execution of auditing and supervision activities as members of the Bank Audit Committee.
The Audit Committee meets at least once every three months. The duties and responsibilities of the Audit Committee members are as follows:

• Ensuring that the bank's internal control, risk management, and internal audit systems are effective and adequate.
• Conducting preliminary assessments of independent auditors, support service, and appraisal firms before their appointment by the Board of Directors.
• Facilitating the continuous, consolidated, and coordinated functioning of the internal audit.
• Reviewing and assessing internal audit outcomes, annual and quarterly interim financial statements, financial reports, operational results, and related documents.
• Submitting a report at least twice a year to the Board of Directors and the Bank, assessing the adequacy and independence of internal and independent audit systems and/or institutions, their relevant authorities, necessary measures to be taken by the Bank, and other matters to consider for prudent operation.
• Making recommendations to the Board of Directors as necessary regarding the appointment and/or dismissal of independent auditors.
• Examining and monitoring the existence and implementation of procedures that assess and control compliance risks.

Committee Members

• Furkan Evranos – Board Member / Chairman of the Audit Committee
• Kamala Nuriyeva – Board Member / Member of the Audit Committee

The Nomination and Remuneration Committee is composed of 3 (three) members chosen from the Board of Directors. The Committee Chair is elected from among the non-executive members of the Board, which also holds the authority to determine and modify the number of members and their identities in accordance with the proper procedures.
The Nomination and Remuneration Committee meets at least twice a year or as necessary and reports to the Board of Directors.
It is responsible for supervising the processes and practices related to an independent and effective remuneration system on behalf of the Board of Directors and presenting recommendations, with specific duties, authorities, and responsibilities including:

1. Reviewing the principles, strategies, and policies of the remuneration and incentive program for the Bank’s General Manager, Deputy General Managers, senior executives, and staff, and presenting them for the Board's approval.
2. Assessing the compliance of the targeted pool for the annual success bonus of the Bank's employees (including senior management) and presenting it for the Board's approval.
3. Proposing recommendations to the Board of Directors regarding the bonus amount to be allocated to Board members and Bank employees, facilitating decision-making by the Board of Directors and the General Assembly.
3. Reviewing and approving internal procedures related to the implementation of the remuneration policy, ensuring its alignment with the Bank's risk management regulations.
4. Overseeing the remuneration process and, in conjunction with the Risk Management Committee, evaluating the adequacy of the remuneration system at least twice a year.
5. Identifying candidates for the Bank's Board of Directors, makes recommendations on the number of Board members, and presenting these for approval by the Board of Directors or the General Assembly.
6. Reviewing the Bank's Talent Matrix.
7. Validating Key Performance Indicators (KPIs) for the General Manager and Deputy General Managers and presenting them for approval by the Board of Directors.
8. Confirming the Key Performance Indicators (KPIs) of Board members and presenting them for the Board's approval.

Committee Members

• Rovshan Allahverdiyev – Chairman of the Committee
• Jalal Gasimov - Board Member
• H. Cenk Eynehan – Board Member

The Human Resources Expert Group consists of 3 (three) members chosen from the Board of Directors. The Chair of the Committee is selected from non-executive members of the Board. The Board of Directors holds the authority to determine and modify the number of members and their identities in accordance with the proper procedures.
The Human Resources Committee meets at least four times a year, once every three months, or as necessary, and reports to the Board of Directors.
The Committee is responsible for independently overseeing and improving human resources processes and practices on behalf of the Board of Directors, specifically undertaking the following duties, authorities, and responsibilities:

1. Reviewing the Bank's quarterly human resources reports.
2. Reviewing the Bank's job evaluation system, recruitment, compensation for retention, and termination policies, and presenting them for the Board's approval.
3. Reviewing the list of external consultants related to human resources services and presenting it for the Board's approval.
4. Ensuring the effective participation of the Board of Directors in the implementation of the Bank’s priority human resources tasks and policies.
5. Reviewing suggestions for improvements to be made in the Bank's Human Resources Policy.
6. Reviewing both internal and external audit findings related to human resources issues.
7. Assessing proposed changes to the Bank's organizational structure (excluding changes within units' functions) and making recommendations to the Board of Directors.
8. Reviewing and providing recommendations on draft internal regulations related to the Bank's human resources practices.

Committee Members

• Rovshan Allahverdiyev – Chairman of the Expert Group
• Shahin Mammadov - Board Member
• H. Cenk Eynehan – Board Member