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2006 Annual Report

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2006 Annual Report YAPI VE KRED‹ BANKASI A.fi. ANNUAL REPORT 2006 YAPI VE KRED‹ BANKASI A.fi. ANNUAL REPORT 2006 YAPI VE KRED‹ BANKASI A.fi. ANNUAL Yap› ve Kredi Bankas› A.fi. Head Office Yap› Kredi Plaza D Blok Levent 34330 ‹stanbul YOUR FIRST CHOICE: YAPI KRED‹ Tel: (0090 212) 339 70 00 Fax: (0090 212) 339 60 00 www.yapikredi.com.tr ANNUAL REPORT 2006 FAIRNESS TRANSPARENCY FREEDOM TRUST RESPECT Contents Compliance Opinion on the Annual Report 4 2006 Annual Shareholders’ Meeting Agenda 5 Part 1: Introduction 7 Amendments to the Articles of Association and Reasons for the Amendments 8 Dividend Policy Regarding 2007 and the Following Years 9 History of Yap› Kredi 10 Yap› Kredi in 2006 13 Strategic Positioning Following the Merger 15 Yap› Kredi-Koçbank Merger and Integration Process 16 Yap› Kredi’s Shareholder Structure 20 Summary Financial Information 21 Vision, Values and Strategy 22 Chairman’s Message 24 CEO’s Message 26 Overview of the Turkish Economy 28 Overview of the Global Economy 32 Overview of the Turkish Banking Sector 34 2006 Business Review 36 Credit Cards 36 Retail Banking 38 Individual Banking 38 SME Banking 39 Corporate and Commercial Banking 40 Corporate Banking 41 Commercial Banking 41 Private Banking and Wealth Management 43 Treasury Management 45 Relations with Financial Institutions and Foreign Subsidiaries 46 Alternative Distribution Channels 47 Organization Management 50 Technology 51 Operations 52 Human Resources 54 Corporate Identity and Communication 55 Yap› Kredi’s Subsidiaries 59 Part 2: Information on Management and Corporate Governance Practices 67 Board of Directors 68 Statutory Auditors 72 General Manager and Assistant General Managers 73 Executive Committees 82 Information on the Board and Committee Members’ Participation in Relevant Meetings 86 Summary of the Board of Directors’ Annual Report 88 Human Resources Implementations 90 Information on the Bank’s Risk Group Transactions 91 Information on Support Services 92 Corporate Governance Principles Compliance Report 93 Part 3: Unconsolidated Financial Information and Risk Management Assessment 111 Statutory Auditors’ Report 112 Assessment of Internal Audit, Internal Control and Risk Management Systems By the Audit Committee 113 Independent Auditor’s Report 116 The Unconsolidated Financial Report of Yap› ve Kredi Bankas› A.fi. as of 31 December 2006 118 2006 Financial Review 204 Information on Risk Management Policies 205 Yap› Kredi’s Ratings and Rating Agencies’ Comments on the Merger 207 Bank Analysts’ Views on Yap› Kredi and the Merger 209 Yap› Kredi Share Performance 210 2002-2006 Summary Financial Information 211 Part 4: Consolidated Financial Information 213 Independent Auditor’s Report 214 The Consolidated Financial Report of Yap› ve Kredi Bankas› A.fi. as of 31 December 2006 216 Yap› Kredi Abroad 300 2006 Annual Shareholders’ Meeting Agenda 1. Opening and the constitution of the Council for the Meeting, 2. Reading and discussing the Annual Report of Board of Directors, Auditors and Independent Auditing Institution of the year 2006 and reading, discussing and approval of the Balance Sheet, Profit and Loss Statement for the year 2006, 3. Releasing individually Members of the Board of Directors and the Auditors from liability, 4. Determining the attendance fees for Members of the Board of Directors and the fees of the Auditors, 5. Electing Members of the Board of Directors and determining the term of office of Board members, 6. Electing Statutory Auditors and determining the term of office of the Statutory Auditors, 7. Submitting the profit distribution policy of the Bank for 2007 and forthcoming years to the shareholders’ knowledge according to the Corporate Governance Principles, 8. Submitting the donations made by the Bank in 2006 to the shareholders’ knowledge, 9. Approval of the Independent Audit Institution selected for auditing the 2007 financial statements, 10. Discussing and approval of amending article 8 (Capital) of the Articles of Association of the Bank, 11. Granting permission to the Members of the Board of Directors for the transactions specified in Articles 334 and 335 of the Turkish Commercial Code, and Article 32 Paragraph 2 of the Articles of Association of the Bank, 12. Authorizing Council for the Meeting to sign the minutes, 13. Wishes. 4 Compliance Opinion On The Annual Report 2006 Annual Shareholders’ Meeting Agenda 5 PART 1: INTRODUCTION FAIRNESS TRANSPARENCY FREEDOM TRUST RESPECT Amendments to the Articles of Association Dividend Policy Regarding 2007 and Reasons for the Amendments and the Following Years In the Annual Shareholders’ Meeting held on 31.03.2006, it was unanimously decided that the capital of Under the light of the investment and financing needs of Yap› Kredi, taking into account also the growth Yap› Kredi shall be increased from YTL 752.344.693,18 to YTL 1.896.662.493,80 by an increase of of the Bank toward its targets within the sector, and in accordance with the provisions of the Banking Law, YTL 1.144.317.800,62, the whole increase amount of YTL 1.144.317.800,62 be met from the subsidiary Turkish Code of Commerce and Capital Markets Law and the related legislations as well as the Articles of sales income (Sale of the Turkcell ‹letiflim ve Turkcell Holding shares owned by Yap› Kredi) and for this Association of the Bank; a dividend policy on the basis of the principle that at least %20 of the distributable purpose, article 8 of the Articles of Association be amended accordingly and a provisional article be added profit is paid in cash or the distributable dividend is added to the capital, and the shares to be issued thereby to the Articles of Association regarding dematerialization of the capital market instruments. are distributed to the shareholders as bonus shares or both methods are employed by certain ratios, and that the distribution is carried out in the times provided within the legislation was set out. In the Extraordinary Shareholders’ Meeting held on 21.09.2006, it was unanimously decided that the capital of Yap› ve Kredi Bankas› A.fi. shall be increased from YTL 1.896.662.493,80 to YTL 3.142.818.454,10 by This policy is subject to revision by the Board of Directors whenever necessary as the national and international an increase of YTL 1.246.155.960,30, which was subscribed through the transfer of the Koçbank A.fi. to circumstances and the projects and the funds in the agenda are observed. the Yap› ve Kredi Bankas› A.fi. with all its rights, receivables, obligations and liabilities in accordance with the provisions of Article 19 of the Banking Law and for this purpose, the article 8 of the Articles of Association be amended accordingly. 8 Amendments to the Articles of Association Dividend Policy Regarding 2007 9 and Reasons for the Amendments and the Following Years History of Yap› Kredi Yap› ve Kredi Bankas› A.fi. (Yap› Kredi) is the first nationwide privately-held bank in Turkey founded in 1944 the “Bank That Realized The Highest Issuing Volume In Credit Cards” within the scope of the Most Successful by Kaz›m Taflkent. The Bank has maintained its leadership in economic growth and social development of Members of Visa Turkey Award Program. Chosen as the “Best Bank of Turkey” with Worldcard in the credit the country owing to its products and services along with its contributions in cultural and social landscape, card sector by Global Finance magazine in 2005, Yap› Kredi was also honoured with “Best Call Center throughout a solid history of 62 years. Environment Award” and “Most Praiseworthy Call Center Improvement Award” in 2006. In the same year, another award came with its successful activities in Private Banking. Yap› Kredi was awarded a prize for Yap› Kredi has a well-deserved reputation in the sector as a pioneer with its innovative practices. Yap› Kredi providing the “Best Private Banking Service in Central and Eastern Europe” by Euromoney, one of the most became the first financial institution to be authorized to hold a foreign currency position in Turkey in 1975 and prominent finance magazines of the world. established the first Turkish off-shore bank in the Middle East in 1983. In 1986, Yap› Kredi’s name was again in the forefront as the first Turkish Bank to issue bonds and certificates in international capital markets. Having Yap› Kredi has also transferred its pioneering position to sub-sectors by establishing separate financial service joined Çukurova Holding in 1980, Yap› Kredi introduced Turkish consumers to consumer loans, credit cards, institutions such as leasing, factoring, investment banking/brokerage, asset management and insurance that account access cards, ATMs and various investment products during the years of significant acceleration in complement its business in addition to banking and has formed a dynamic structure with the ability to meet the banking sector. The corporate banking services later gaining popularity were for the first time initiated by each and every financial need of institutions and individuals. Yap› Kredi under the name of Wholesale Commercial Banking in 1985. Towards the end of 1980s, Yap› Kredi continued to launch other firsts such as retail banking, consumer loans, auto loans and revolving credit cards. Following the changes in the ownership structure of Yap› Kredi in 2002, in line with the resolutions between SDIF (Savings Deposit Insurance Fund) and Çukurova Group, 57,4% of Yap› Kredi shares including financial Yap› Kredi introduced the Turkish banking sector to computers in 1967, implemented an on-line banking subsidiaries were acquired by Koçbank A.fi, (Koçbank) a subsidiary of Koç Financial Services, (KFS) on system in its branches in 1984, and through further investments in the 1990s, significantly developed its September 28, 2005. As a result, a significant strategic step was taken to create one of the leading financial services infrastructure and modernised its corporate structure, human resources, education systems and groups of the Turkish finance sector through KFS (holding 99,8% of Koçbank) which is a 50%/50% joint market strategies to better suit the changes in a technologically-driven environment.
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