Purpose
This policy document has been prepared on the basis of related articles 22 of the Banking Law Nr. 5411 and the implementing Regulation on the Banks Corporate Governance Principles.
A written compensation policy shall be established in compliance with the scope and structure of the Bank’s activities as well as its strategies, long-term targets and risk management structures which will prevent undertaking extreme risks and promote effective contributions to risk management. The Board of Directors shall review the compensation policy at least once a year to ensure its effectiveness.
Scope
Compensation Policy determines the principles and rules as to the compensation of top and higher management of the Bank, including the Board of Directors, CEO, Executive Committee, Executive Vice Presidents and all the employees of the Bank.
Actions
- A Compensation Committee, comprised of at least two non-executive Board Members, shall be established for purposes of monitoring and auditing the Bank’s compensation policy and its practices on behalf of the Board. The Committee shall assess the compensation policy and its practices within the framework of risk management principles and submit its recommendation through reports to the Board on an annual basis. In carrying out such oversight the Board and its Compensation Committee will focus on the Bank’s transparency, performance criteria and measurement, and discouragement of excessive risk taking behaviors.
- The Board of Directors shall ensure the wages for members of the Board, higher management, and other staff involved (as defined by the governing regulation) comply with the ethical values, internal balances and strategic goals of the bank. The responsibilities assigned to members of committees comprised of Board Members shall be taken into consideration in compensation to be made to such members.
- The criteria regarding job descriptions and distributions of the staff, as well as their performance-based incentive payments, shall be determined and announced by the higher management. The performance based payment amounts cannot be guaranteed beforehand. The said criteria shall be reviewed regularly by the Board on the basis of the standards so determined and special duty related responsibilities.
The payments to be made to managers and staff at the internal control, internal audit and risk management units shall be determined independently from the performance of such units they audit, supervise or control, but, the performance in the own function of the related staff shall be taken into consideration in this respect.
- The Compensation Committee shall at least annually prepare a Compensation Report to be submitted to the Board, in which the compensation of the higher management, and the policy on which it is based, is transparently communicated. The Compensation Report shall in any event contain the information required by law, by the Articles of Association or pursuant to the corporate governance practices applied by ING Bank A.Ş. and will be part of the Annual Report.
Indemnities
The indemnity amounts paid to the personnel leaving the Bank, are determined based on the legal regulations considering the performance of the personnel and their contribution to the long term performance of the bank.
Responsibilities
The Compensation Committee shall meet at least twice a year, provided that at least one meeting will be held shortly prior to the Annual General Meeting of Shareholders and one meeting will be devoted to a review of the Bank’s compensation policies and procedures, including those on variable compensation and procedures. Meetings can also take place when the Chairman of the Compensation Committee deems it necessary or upon request of the Board or the CEO. For every meeting of the Compensation Committee, at least two members need to be present to constitute a valid quorum.