towards a sector-, customer- and product- focusedbanking... 2014 Annual Report Contents PRESENTATION MANAGEMENT AND CORPORATE FINANCIAL INFORMATION AND 1 Vision, Mission and Strategy GOVERNANCE PRACTICES RISK MANAGEMENT 2 Agenda for the Annual General Meeting 28 Board of Directors 75 Financial Position, Profitability and Held on 16 March 2015 32 Names, Terms of Office, Solvency 3 Shares, if any, held in the Bank by the Responsibilities, Educational 75 Determination Whether the Bank’s Chairman and Members of the Board of Backgrounds and Professional Capital Strength and the Board of Directors, Members of the Board of Experience of the Chairman and Directors’ Assessments Auditors, Chief Executive Officer and Members of the Board of Directors, 75 Attainment of Targets Set in Previous Executive Vice Presidents Members of the Audit Committee, Chief Periods, Implementation of General 4 Capital and Shareholder Structure Executive Officer, Executive Vice Assembly Resolutions, Any Reasons for 5 The Bank’s Squeeze Out Presidents, and Managers of Failure to Attain Targets or Implement 6 About the Shareholders International Systems Units Resolutions, and Assessments 7 Changes in the Articles of Associations 34 Terms of Office and Professional 76 Information on Special and Public and Their Reasons Experience of Auditors Audits During the Fiscal Year 8 The Position of ABank in the Sector 34 Activities of the Credit Committee and 76 Administrative or Judicial Sanctions 9 Financial Indicators the Committees Reporting to, or Set up Imposed Against the Bank and the 10 Milestones in the History of ABank to Assist, the Board of Directors Under Members of the Board of Directors on 11 2014 Highlights the Risk Management Systems account of Actions Violating the 14 Message from the Chairman Pursuant to the Regulation on the Legislation 16 Message from the CEO Internal Systems of Banks, Names and 76 Lawsuits Brought Against the Bank 20 2014 Activities Principal Duties of the Chairmen and with a Potential Impact on the Bank’s 24 ABank’s Financial Subsidiaries Members Serving on Such Committees Financial Standing and Operations, and 25 Annual Review Compliance Opinion 35 Senior Management Their Possible Outcomes 39 Summary Board of Directors Report 76 Credit Ratings Assigned to ABank and Submitted to the General Assembly Related Explanations 40 Organization Structure 77 Financial Highlights and Key Ratios for 42 Corporate Governance Principles the Five-Year Period Compliance Report 77 Audit Committee’s Assessment of the 68 Explanations and Notes About the Operation of Internal Control, Internal Bank’s Risk Group Audit and Risk Management Systems 68 Dividend Policy and Their Activities During the Fiscal 68 Grants and Charitable Donations Made Year and Expenses Incurred Within the 79 Risk Management Policies by Frame of Social Responsibility Projects Types of Risks in 2014 81 Independent Auditor’s Report 69 Remuneration Paid to the Board of 83 The Unconsolidated Financial Report of Directors and Senior Management Alternatifbank A.Ş. as of and for the 69 Managers of Internal Systems Year Ended 31 December 2014 69 Affiliated Companies Report 169 Independent Auditor’s Report 70 Outsourced Services Pursuant to the 171 The Consolidated Financial Report of Regulation on Banks’ Procurement of Alternatifbank A.Ş. as of and for the Support Services Year Ended 31 December 2014 71 Human Resources Practices at ABank 74 Declaration of Responsibility for 2014 Annual Review ABank 2014 Annual Report 1 Vision, Mission and Strategy Vision Strategy Within the frame of this project that is The vision of ABank is to be the Bank of ABank is gearing up for the Future of launched in a bid to redefine sector-, choice for its customers wherever it is Banking with its Transformation customer- and product-focused banking located and with the solution-oriented Project. at ABank, we based our new business service mentality it offers at the highest plan upon “Operational Excellence”, standards. With the strategic roadmap announced matching “Technological Infrastructure”, in December 2014, we have initiated a sector, customer- and product- Mission “transformation” project that we are “Focused Banking ” and “Expert Human To be the leading Bank by creating intending to complete by 2017. While Resource”. We have devised strategies economic value and to provide tailor formulating this project which is a keeping an eye on the realities of the made solutions to the benefit and collaborative effort of all ABank world and Turkey in the next ten years. satisfaction of its customers and employees and which will shape the We have developed expectations for stakeholders. next three years of the Bank, we have alternative delivery channels. We have focused on looking at the future with a set out to build “transformation” upon view to satisfying the demands of the selected differentiation sectors and tomorrow. segments. Our goal is to be the customer’s preferred bank in identified specialization sectors and segments. We are confident we will achieve that on the back of our swift business processes, expert human resource and advanced technology. ABank 2014 Annual Report 2 Agenda for the Annual General Meeting Held on 16 March 2015 1 Opening and formation of the 6 Determination of the number, terms 10 Authorizing the Board of Directors to presiding Board; authorizing the of office and attendance fees of issue bonds and/or bank bills within presiding Board to sign the minutes Members of the Board of Directors legal limits in order to generate funds of the Annual General Meeting, and election of Members, for the Bank, and to carry out 2 Reading out and deliberation on the 7 Designating the audit firm that will relevant steps and procedures Board of Directors’ Annual Report for conduct the external audit of the according to the current conditions, the fiscal year, External Auditor Bank, 11 Authorizing the members of the Reports and Balance Sheet and 8 Presentation of information to Board of Directors, pursuant to Profit/Loss Statements for 2014 shareholders regarding the premiums Articles 395 and 396 of the Turkish Fiscal Year; decision on their paid to employees, Commercial Code no. 6102, to carry approval, 9 Informing the shareholders about the out the activities that fall under the 3 Deliberation and decision on the donations made during 2014 Bank’s scope, on their own or others’ Board of Directors proposal in pursuant to Capital Markets Board of behalf, to acquire interest in the relation to the Profit for 2014 Fiscal Turkey (CMB) Corporate Governance companies engaged in such fields, Year, Principles as set out in the Corporate and to carry out other such 4 Approval of the appointment of Governance Communiqué no. II-17.1 transactions. Members appointed to the Board of published by the CMB, Directors during the fiscal year, 5 Acquittal of the Members of the Board of Directors who have served during the fiscal year, ABank 2014 Annual Report 3 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 Share Held Indirectly in the Name Position Responsibility Bank (%) Tuncay Özilhan Chairman - 3 Ömer Hussain I H Al-Fardan Vice Chairman Chairman of the Executive Committee of the Board - Fahad Abdulrahman Badar Member Member of the Credit Committee - Nicholas Charles Coleman Member Member of the Audit Committee and the Early - Detection and Management of Risk Committee Didem Çerçi Member Chairman of the Remuneration Committee, Member - of the Early Detection and Management of Risk Committee and the Credit Committee İzzat Dajani Member Chairman of the Corporate Governance Committee - Mohd İsmail M Mandani Al-Emadi Member Chairman of the Early Detection and Management of - Risk Committee Bahattin Gürbüz Member Chairman of the Credit Committee - İpek Nezahat Özkan Member Member of the Audit Committee, the Corporate - Governance Committee and Executive Committee of the Board and an Alternate Member of the Credit Committee Kemal Semerciler Member Chairman of the Audit Committee and a Member of - the Corporate Governance Committee Andrew Charles Stevens Member Member of the Executive Committee of the Board, the - Remuneration Committee and the Credit Committee Meriç Uluşahin Member and CEO Member of the Credit Committee and the Executive - Committee of the Board Mehmet Hurşit Zorlu Member Member of the Early Detection and Management of - Risk Committee, the Remuneration Committee and the Executive Committee of the Board and an Alternate Member of the Credit Committee Müge Öner Deputy CEO Financial Control-Chief Financial Officer - Seher Demet Tanrıöver Çaldağ Executive Vice President Credit Risk Management-Chief Risk Officer - Tanol Türkoğlu Executive Vice President Information Technologies and Operations-Chief - Operating Officer Murat Büyükkürkçü (*) Executive Vice President Loan Allocation - Mustafa Mutlu Çalışkan Head of the Board of Inspectors Board of Inspectors - Suat Çetin Executive Vice President Operations - Sezin Erken Executive Vice President Liability Management - Mete Hakan Güner (***) Executive Vice President Commercial Banking - İzzet Metcan Executive Vice President Retail Banking, Alternative Delivery - Musa Kerim Mutluay (**) Executive Vice President Restructuring and Legal Follow-up - Işıl Funda Öney Babacan Executive Vice President Information Technologies - Murat Özer Executive Vice President Human Resources-Consumer Relations Coordination - Officer Muzaffer Öztürk (*)