Committees

The Corporate Governance Committee was established in 2011, pursuant to the Circular on Corporate Governance Principles of Insurance, Reassurance and Pension Companies published by the Undersecretariat of Treasury. The Committee is tasked with conducting efforts to ensure compliance with Corporate Governance Principles, submit proposals to the Board and monitor the Company’s compliance with these principles. The Corporate Governance Committee held 1 meeting in 2023 with all members present.

Committee Members

Avni Aydın Düren

Osman Bahri Turgut

Committee Activities

The Committee is responsible for: ensuring that the Company adheres to the Corporate Governance Principles, implementing necessary measures to create a general corporate governance culture, making suggestions to the Board of Directors in this regard, and monitoring the Company’s compliance with the Corporate Governance Principles.

The duties and authorities of the Corporate Governance Committee include:

• Ensuring that the Company’s corporate governance principles comply with the principles of equality, transparency, accountability and responsibility;
• Creating the necessary environment for the Board of Directors and Company management to conduct their activities in a fair, transparent, accountable and responsible way;
• Ensuring that the Company carries out its business activities and processes in a transparent way;
• Protecting stakeholder rights independently from each other;
• Bearing in mind the Company’s ethical values, strategic targets and internal balances while deciding on the remuneration policy;
• Taking necessary precautions to enable the exercise of rights resulting from laws, rules and regulations, the Company’s Articles of Association and other internal bylaws for the exercise of shareholder rights by the Company;
• Preparing a Corporate Governance Principles Compliance Report(*) every March pursuant to the Circular on Corporate Governance Principles, presenting the report to the Board of Directors and submitting it to the Ministry of Treasury and Finance.

* The Corporate Governance Principles Compliance Report is accessible on www.garantibbvaemeklilik.com.tr in the Corporate Governance section.

The Audit Committee consists of two members of the Board of Directors who currently do not have any executive or operational duties. Committee activities are carried out in accordance with the Regulation on Internal Systems in the Insurance and Private Pension Sectors published in the Official Gazette dated 25.11.2021 and numbered 31670 of the Insurance and Private Pension Regulation and Supervision Agency.

Committee Members

Avni Aydın DÜREN

Osman Bahri TURGUT

Committee Activities

The Audit Committee was set up to assist the Board of Directors in the performance of its audit and oversight functions. The Committee is responsible for:

• Overseeing the functioning and effectiveness of the activities within the scope of internal systems, on behalf of the Board of Directors, fulfilling the Company’s obligations with regard to the prevention of laundering proceeds of crime and financing of terrorism;
• Conducting necessary preliminary evaluations for the selection of independent audit firms by the Board of Directors and obtaining information about the activities carried out by these firms if necessary.

The duties and authorities of the Audit Committee include:

• Assisting the Board of Directors in carrying out its monitoring task related to internal control, internal audit, risk management and actuarial control;
• Ensuring that the internal audit system operates within the scope and target designated in the Regulation on Internal Systems in Insurance and Private Pension Sectors;
• Evaluating the internal annual audit plan and Inspection Board Regulation prepared by the Inspection Board and approved by the Board of Directors;
• Assessing if Company management shares the importance of internal audit with personnel as required, and determining if a sound internal audit culture has taken root at the Company;
• Obtaining information about the results of the internal audits, which are periodically conducted for the processes by the Inspection Board, for the internal control system and for the application errors and deficiencies;
• Evaluating the results of risk management, monitoring and control activities, and internal audits, which are performed under the compliance program; implementing necessary measures to eliminate errors and deficiencies in a timely manner; ensuring that all activities related to the compliance program are conducted in.

Operating directly under the Board of Directors, the Remuneration Committee was formed in 2013. The Remuneration Committee held 4 meetings in 2023 with all members present.

Committee Members

Chairman of Remuneration Committee: Tuba Köseoğlu Okçu

Remuneration Committee Member: Recep Baştuğ

Committee Activities

The Committee is responsible for:

• Conducting the oversight and supervision process required to ensure that the Company’s remuneration policy and practices comply with applicable laws and regulations and risk management principles;
• Determining and approving salary packages for executive and non-executive members of the Board of Directors, CEO and Executive Vice Presidents;
• Working in coordination with Human Resources or other necessary units to carry out the tasks and responsibilities mentioned above if needed.

The Committee consists of two members of the Board of Directors who currently do not have any executive or operational duties. The Early Detection of Risk Committee held 1 meetings in 2023 with all members present.

Committee Members

Aydın GÜLER

Osman Bahri TURGUT

Committee Activities

The Early Detection of Risk Committee was established under the Board of Directors for the early identification of risks that may jeopardize the existence, development, and continuation of the Company. The Committee is responsible for:

• Identifying at an early stage those risks that may jeopardize the existence, development, and continuation of the Company;
• Taking necessary measures related to identified risks, implementation and reporting;
• Developing policies for the execution of risk management processes.

The duties and authorities of the Early Detection of Risk Committee include:

• Working toward the early identification of risks that may jeopardize the existence, development, and continuation of the Company, taking necessary measures related to identified risks, and conducting risk management activities;
• Submitting in writing its recommendations and opinions to the Board of Directors concerning the formation and development of the Company’s risk management system, which aims to reduce the effects of risks that may affect shareholders and other stakeholders.