By the Banking Regulation and Supervision Agency:
REGULATION ON THE PRINCIPLES AND
PROCEDURES CONCERNING THE PREPARATION OF
AND PUBLISHING ANNUAL REPORT BY BANKS
(Published in the Official Gazette Nr. 26333 dated November 01, 2006.)
Objective and Scope, Basis and Definitions
ARTICLE 1 – (1) The objective of this Regulation is to regulate the principles and procedures for preparation and publication by banks of annual reports containing information on their statues, managerial and operational structures, human resources, activities, financial positions, evaluations by management and future expectations as well as financial sheets, summary of the executive board report and independent audit reports subject to principles of corporate management for the purpose of providing information to bank shareholders, saving holders and other relevant persons or entities.
ARTICLE 2 – (1) This Regulation covers banks’ annual reports including any versions to be published in foreign languages.
ARTICLE 3 – (1) This Regulation has been prepared on the basis of the fourth sub-clause of Articles 40 and 93 of the Banking Law Nr. 5411 dated October 19, 2005.
Definitions and Abbreviations
ARTICLE 4 – (1) Following terms used in this Regulation shall have the meaning expressly designated to them below;
ç) Internal Systems: Internal Systems defined within the Regulation on the Internal Systems of Banks,
ğ) Authorized Audit Institutions: Independent auditing institutions authorized pursuant to the Regulation on Authorization and Activities of Institutions to Conduct Independent Audits of Banks.
Preparation of Annual report
General Principles Governing the annual report
ARTICLE 5 – (1) Any annual reports to be drawn up by banks as of the end of each accounting period specifically indicates the relevant period of reports and commercial titles of banks and contact information on the addresses, telephone and fax numbers of their head offices as well as web sites and e-mail addresses.
(2) It is obligatory that annual reports reflect banks’ operations for the relevant account period accurately and fully in a true and correct manner.
Content of the annual report
ARTICLE 6 – (1) The annual report consists of the parts with following contents:
composition and capital occurred during the accounting period, titles of natural persons and legal entities holding qualified shares, including information on their shares,
4) Explanations on any shares held by the chairmen and members of the bank ’s board of directors and general managers and assistant general managers, if any,
fields of the bank as well as an evaluation of the bank’s position within the sector based on those,
7) Information on the research and development implementations with regard to new services and activities.
1) Names, terms in office, areas of responsibility, education status and professional experience of the chairman and members of the executive board, supervision committee members, general manager and assistant general managers and the managers of the units responsible for internal systems,
the Regulation on Support Services to Be Received by Banks and Authorization of Support Service Providers as well as information on persons and entities from which services have been received.
1) Report drawn up by the auditors assigned as per Article 374 of Turkish Commercial Code Nr. 6762 dated June 29, 1956
8) Abstract of financial data for a period of five years including the report period.
Additional Information to be given within the annual report
ARTICLE 7 – (1) Banks, which are obligated to prepare consolidated financial sheets, have to publish consolidated financial sheets for the accounting period and financial data to be derived from such sheets and information on consolidated shareholders and consolidated independent audit reports by supplementing them to annual reports as Part Four.
(2) Additional information may be furnished in the annual report, provided that the principles and procedures laid down by this Regulation are complied with.
Presentation and Publication of the Annual
Presentation of the annual report
ARTICLE 8 – (1) Annual reports, which are drawn up at the end of an accounting period and contain the information prescribed by Article 6 of this Regulation and additional information to be furnished as part of the second sub-clause of Article 7, are submitted to the Executive Board for approval after signature by the bank’s Executive Board chairman,
Supervisory Committee members, general manager and assistant general manager in charge of financial reporting and relevant unit managers or persons holding offices equivalent to these titles by specifically indicating their names and titles, along with their declaration that it has been prepared in full compliance with the principles and procedures laid down by this Regulation and any comments and proposals, if any.
(2) Annual reports considered appropriate for submission to the general assembly pursuant to a Executive Board resolution are evaluated subject to Article 9 of this Regulation and they are made available for inspection by the shareholders minimum fifteen days prior to the annual general assembly meeting together with independent auditor’s opinion to be stated as per the first or third sub-clauses of the same article.
Audit of the Information contained by annual reports
ARTICLE 9 – (1) Consistency and correctness of the financial information contained in the annual operational report considered appropriate for submission to the general assembly as per the second sub-clause of Article 8 of this Regulation with the independent audit report drawn up as of the end of the relevant accounting period are audited by the independent auditors included in the same team of independent auditors employed by the authorized auditing organization which draws up the independent audit report, with an opinion of compliance being provided thereon subject to Article 26 of the Regulation on Authorization and Activities of Institutions to Conduct External Audit in Banks.
Publication of the annual report
ARTICLE 10 – (1) Banks are obligated to publish in a printed format and on their own Internet pages in a manner easily accessible by users of financial sheets their annual reports by adding any information they have to supplement as part of the first sub-clause of Article 7 of this Regulation and opinion of compliance as part of the first sub-clause of Article 9 of this Regulation or opinion of dissidence as part of the third sub-clause of the same article, if any, no later than the end of May that follows the end of the relevant accounting period following the annual general assembly meeting on the relevant accounting period.
Entry into Force
ARTICLE 11 - (1) The provisions of this Regulation enter into force as of the date of publication.
ARTICLE 12 – (1) The provisions of this Regulation are enforced by the Chairman of the Banking Regulation and Supervision Agency.