Capital Markets Board of Turkey rejected the attempts against Corporate Governance

Denizbank is very well known in Turkish Banking sector with high quality of Corporate Governance practices.

Franco-Belgian Bank Dexia SA is also one of the leading banks in Europe and one of the main roles of their Board is to ensure compliance with good governance principles.
As of October 2006, Dexia Group acquired 75 % of Denizbank. After the merger of two banks, Board of Directors of Denizbank decided to change some of the articles of association related to Corporate Governance principles.

The application of Denizbank for changing some articles of association is rejected as Capital Markets Board of Turkey find the changes against the principles of Corporate Governance and underline their existence in the course of IPO.

Dexia attempted to amend articles below;

Article 14. The shareholders who hold minimum 1% of the Bank’s available shares may demand from the General Assembly to appoint a Special Auditor especially to follow and clarify a certain financial situation. If this demand is rejected, the minority shareholders can demand from the court to appoint a special auditor to examine and clarify the situation.

Article 17.In the Board of Directors there are minimum 2 (two) and maximum 5 (five) independent members, the explanation related with the independency of the members of board of directors is given in the corporate management statement and annual operation report of the board of directors. Bank’s General Directorate and Board of Directors Presidency functions cannot be executed by the same person.The Chairman or Deputy Chairman of Board of Directors must be an independent member.

Article 20.In addition to these, the minority shareholders and beneficiaries can demand in writing from the Chairman of Board of Directors to take a certain subject into the agenda of the board of directors. Upon such a request the Chairman of Board of Directors may have the subject added to the agenda of the following Board of Directors meeting.

Article 23.The Corporate Management and Appointment Committee is responsible from following the compliance of the Bank to the corporate management principles.