Corporate Governance Committee

The Corporate Governance Committee is responsible for monitoring the Bank’s compliance with corporate governance principles, undertaking improvement efforts, nominating the independent board members, and offering suggestions regarding the nominees to the Board of Directors. Within the frame of the CMB Communiqué No: II-17-1 on Corporate Governance that is currently in force, the Committee: 

  • Monitors whether corporate governance principles are implemented at the Bank, determines the grounds for non-implementation, if applicable, as well as any potential conflicts of interest arising from failure to fully comply with these principles, and presents suggestions to the Board of Directors for the improvement of corporate governance practices;
  • Oversees the activities of the Investor Relations Department;
  • Evaluates the proposed nominees for independent Board membership, including those nominated by the management and investors, considering whether the nominees fulfill the independence criteria, and presents its assessment report to the Board of Directors for approval;
  • Makes an assessment for election of independent members to the seats vacated due to a situation that eradicates independence and the resignation of a Board member who loses his independence, so as to re-establish the minimum number of independent Board members through temporarily elected members who will serve until the immediately following General Assembly Meeting to be held, and presents its written assessment to the Board of Directors;
  • Works to create a transparent system for the identification, evaluation and training of nominees who are appropriate for the Board of Directors and managerial positions with administrative responsibility, and to determine related policies and strategies;
  • Makes regular assessments about the structure and efficiency of the Board of Directors, and presents suggested changes to the Board of Directors. 

In 2018, the Committee held three meetings with the participation of all members.

Committee Members

Javier Bernal Dionis (Board Member), Jorge Saenz Azcunaga Carranza (Vice Chairman), Sema Yurdum (Independent Board Member), Handan Saygın (Director)