Annual Report 2015 ABANK ANNUAL REPORT 2015 REPORT ABANK ANNUAL Cumhuriyet Cad. No:46 Şişli 34367 İstanbul T: +90 212 315 65 00 www.abank.com.tr F [O]CUSED BANKING This report has been published using recycled paper and environment-friendly technologies. Contents PRESENTATION MANAGEMENT AND CORPORATE FINANCIAL INFORMATION AND RISK GOVERNANCE PRACTICES MANAGEMENT 08 Vision, Mission and Strategy 54 Corporate Governance 87 Financial Position, Profitability and Solvency 10 Agenda for the Annual General Meeting 59 Names, Terms of Office, Responsibilities, 88 Evaluation of the Bank’s Capital Strength 11 Shares, if any, Held in the Bank by the Educational Backgrounds and and Board of Directors’ Assessments Chairman and Members of the Board Professional Experience of the Chairman 88 Achievement of Targets Set in Previous of Directors, Members of the Board of and Members of the Board of Directors, Periods, Implementation of General Auditors, Chief Executive Officer and Members of the Board Audit Committee, Assembly Resolutions, Any Reasons for Executive Vice Presidents Chief Executive Officer, Executive Failure to Meet Targets or Implement 12 Capital and Shareholder Structure Vice Presidents, and Managers of Resolutions, and Assessments 13 About the Shareholders International Systems Units 89 Information on Special and Public Audits 14 ABank’s History & Market Position 61 Terms of Office and Professional during the Fiscal Year 15 Financial Indicators Experience of Auditors 89 Administrative or Judicial Sanctions 18 Milestones in the History of ABank 62 Activities of the Board Credit Committee Imposed on the Bank and the Members 22 2015 Highlights and the Committees Reporting to, or of the Board of Directors due to Actions in 24 Message from the Chairman Set up to Assist, the Board of Directors Violation of Applicable Laws 26 Message from the CEO under the Risk Management Systems 90 Lawsuits Filed against the Bank with a 30 2015 Activities Pursuant to the Regulation on the Potential Impact on the Bank’s Financial 30 Corporate Banking Internal Systems of Banks, Names and Standing and Operations, and Their 32 Commercial Banking Principal Duties of the Chairmen and Possible Outcomes 35 Retail Banking Members Serving on Such Committees 90 Credit Ratings Assigned to ABank and 38 Treasury Group 66 Risk Management Policies by Risk Type Related Explanations 40 Financial Institutions 68 Senior Management 91 Financial Highlights and Key Ratios for the 43 Digital Banking 74 Regulatory and Compliance Five-Year Period 44 Operations 75 Internal Control 93 Unconsolidated Financial Statements as of 45 Human Resources 76 Internal Audit and for the Year Ended 31 December 2015 48 Information Technology 77 Summary Board of Directors Report with Independent Auditors’ Report thereon 53 ABank’s Financial Subsidiaries Submitted to the General Assembly 197 Consolidated Financial Statements as of 78 Organisational Structure and for the Year Ended 31 December 2015 80 Explanations and Notes about the Bank’s with Independent Auditors’ Report thereon Risk Group 80 Dividend Policy Contact Information for Head Office 81 Grants and Charitable Donations Made and Branches and Expenses Incurred in conjunction with Social Responsibility Projects in 2015 81 Remuneration Paid to the Board of Directors and Senior Management 82 Managers of Internal Systems 82 Affiliated Companies Report 83 Outsourced Services Pursuant to the Regulation on Banks’ Procurement of Support Services 85 Annual Report Compliance Opinion 86 Statement of Responsibility for 2015 Annual Report LIFE IS EVER-CHANGING, AS ARE NEEDS AND EXPECTATIONS... WE OFFER CUSTOMERS EXCLUSIVE BANKING SERVICES, REGARDLESS OF THEIR PROFILE, NEEDS OR PREFERENCES. IN OUR FOCUS AREAS IN PARTICULAR, WE WORK HARD IN ORDER TO ENSURE THE QUALITY OF CUSTOMER EXPERIENCE AT ALL POINTS OF CONTACT. ABank Annual Report 2015 2 Presentation 2015 At a Glance Corporate Banking ABank delivers customised finance solutions to meet the long-term financing needs of clients in various industries, such as construction, manufacturing, retail, logistics, and renewable energy. ABank also provides financing for projects in energy, hotels, construction of business centres and office buildings, among others. TL 4.2 billion As of year-end 2015, ABank’s Corporate Banking Department expanded its cash loan volume to TL 4.2 billion. 3 ABank Annual Report 2015 2015 At a Glance Commercial Banking In parallel with economic and market developments, ABank Commercial Banking continued to provide products and services closely aligned with the needs of its clients in 2015. With a stronger Commercial Banking sales team, ABank focused on achieving broad-based, sustainable, and efficient growth with a relationship-centred approach. TL 4.5 billion As of year-end 2015, ABank’s Commercial Banking Department expanded its cash loan volume to TL 4.5 billion. 4 Presentation 5 ABank Annual Report 2015 2015 At a Glance Retail Banking ABank differentiates from the competition with the amount of quality time it spends with Retail Banking customers. ABank diversified its Retail Banking product range and recorded an increase in total deposits in 2015. 37,087 customers The Bank’s active Retail Banking customer base totaled 37,087 in 2015. 6 Presentation 7 ABank Annual Report 2015 Vision, Mission and Strategy Vision Mission To be the Bank of choice for its Differentiating ABank from the competition in customers with its world-class corporate, commercial and retail banking in solution-oriented service approach. Turkey with an innovative vision; to be on the side of customers wherever and whenever they need with our technology infrastructure, operational excellence standards, and focused banking approach; and to generate tailored solutions to help them attain their goals and business strategies. OPERATIONAL TECHNOLOGICAL EXCELLENCE INFRASTRUCTURE 8 Presentation Strategy ABank is Gearing up for the Future of Banking with its Transformation Project. We initiated a “transformation” project with “Technological Infrastructure”, sector-, the strategic roadmap announced in 2014. customer- and product- “Focused Banking” We focused on looking to the future with a and “Expert Human Resource”. We have view to satisfying the demands of tomorrow devised strategies keeping an eye on the while formulating the “ABank Transformation realities of the world and Turkey in the next Project”, which is a collaborative effort of all ten years. We have developed expectations ABank employees that will get ABank ready for alternative delivery channels. We have for the future of banking and shape the next set out to build “transformation” upon three years of the Bank. the selected differentiation sectors and segments. Our goal is to be the customer’s Within the frame of this project that is preferred bank in identified specialisation launched in a bid to redefine sector-, sectors and segments. We are confident customer- and product-focused banking at we will achieve that on the back of our swift ABank, we based our new business plan business processes, expert human resource upon “Operational Excellence”, matching and advanced technology. FOCUSED EXPERT HUMAN BANKING RESOURCE 9 ABank Annual Report 2015 Agenda for the Annual General Meeting 1. Opening and formation of the presiding Board; authorizing the presiding Board to sign the minutes of the Annual General Meeting, 2. Reading out and deliberation on the Board of Directors’ Annual Report for the fiscal year, External Auditor Reports and Balance Sheet and Profit/Loss Statements for 2015 Fiscal Year; decision on their approval, 3. Deliberation and decision on the Board of Directors proposal in relation to the Profit for 2015 Fiscal Year, 4. Acquittal of the Members of the Board of Directors who have served during the fiscal year, 5. Determination of the number, terms of office and attendance fees of Members of the Board of Directors and election of Members, 6. Designating the audit firm that will conduct the external audit of the Bank, 7. Presentation of information to shareholders regarding the premiums paid to employees, 8. Informing the shareholders about the donations made during 2015, 9. Authorizing the Board of Directors to issue bonds and/or bank bills within legal limits in order to generate funds for the Bank, and to carry out relevant steps and procedures according to the current conditions, 10. Authorizing the members of the Board of Directors, pursuant to Articles 395 and 396 of the Turkish Commercial Code no. 6102, to carry out the activities that fall under the Bank’s scope, on their own or others’ behalf, to acquire interest in the companies engaged in such fields, and to carry out other such transactions, 11. Discussion of increase of paid-in capital from TL 620 million to TL 770 million and changing the article 6 of the Articles of Association of Bank and taking decision about these subjects. 10 Presentation Shares, if any, Held in the Bank by the Chairman and Members of the Board of Directors, Members of the Board of Auditors, Chief Executive Officer and Executive Vice Presidents Title Name Responsibility Indirect Share Capital (%) Chairman of Board of Tuncay Özilhan - 3 Directors Member of Board of Omar Hussain I H Alfardan Vice Chairman and Chairman of the Executive - Directors Committee of the Board Fahad Abdulrahman Badar Member of the Board Credit Committee - Nicholas Charles Coleman Member of the Board Audit Committee and Board Risk - Committee Didem Çerçi Chairman of the Remuneration Committee of the Board, - Member of the Board