DFSG Remuneration Policies

Purpose

The purpose of this Remuneration Policies is to form the fundamental principles of the “monetary and social rights” of the Personnel Regulation that was approved by DenizBank Board of Directors on 14.04.2010 by taking into consideration the amendment introduced by the BRSA on the Regulation on the Banks’ Corporate Governance Principles which was promulgated in the Official Gazette dated 9.6.2011 and numbered 27959 and which will be effective on 01.01.2012. In our Bank, remuneration policies are established within the framework of international norms and legal legislation, in line with competence and equality principles and standards. These policies are in compliance with ethical values, strategic objectives and internal balance of our Bank.

Özellikleri

Responsibilities

Remuneration Committee is responsible for monitoring and auditing remuneration policies and practices on behalf of the Board of Directors. DenizBank Board of Directors assigns two non-executive members within itself to the Remuneration Committee. The Bank’s Executive Vice President in charge of Human Resources Department takes on the secretariat function of the Committee.

Remuneration committee assesses remuneration policies and practices taking also into consideration risk management principles. In order to ensure the efficiency of the remuneration policy, the Committee submits its proposals on this matter in a report format each December annually to DenizBank Board of Directors. Information regarding the criteria taken into consideration in payments based on performances, and the payment methods and the average amounts are also published in the HR practices section of the annual report.

Human Resources Department is responsible for carrying out daily practices within the framework of remuneration policies and procedure.

Practice

General Principles

One of our basic human resources policies and principles is the “fair and trustworthy remuneration management” approach. Accordingly, our remuneration management system consists of a salary that promotes and rewards success and perfection, that is in line with the conditions of the market and the current time, that is fair and trustworthy and also of other benefits.

Salaries of all managers and personnel are determined to be compliant to the ethical values, internal balances, strategic objectives of the Bank and the responsibilities undertaken, as opposed to just based on short term performances such as profit or return.

The payments to be made to the managers and the personnel of the internal control, internal audit, and risk management units are determined taking into consideration the performance of the relevant personnel regarding his/her own function, independent from the performance of the department they audit, monitor or control.

Incentive payments are determined in order to positively affect the corporate values of the Bank, by adhering to objective conditions and by taking into consideration the maturity of the risks assumed. Criteria and models concerning these practices that are reviewed each year are shared in Personnel Regulation and Denizportal/Human Resources Page in detail within a transparent management approach.

Making use of “remuneration research” reports it provides each year from independent research companies and by taking into consideration the internal balances, Human Resources Department determines the salary increase rates and submits these to the approval of the Management Board (MB).

Salary Increase Process

Staff budget that is established with the proposal of the Human Resources Department within the scope of DFSG’s general budget study is submitted for the approval of DenizBank Board of Directors together with the general budget after the opinion of the Management Board (MB) is obtained./p>

In line with the determined personnel budget, salary increase studies are submitted to the Remuneration Committee following the approval of the CEO. Increased salary payments are realized within January after the control of the Remuneration Committee and notification of the Board of Directors.

Bonus Payments Process

Bonus payments are made to DFSG Managers and higher titles as detailed under the DFSG Remuneration Policies Procedure numbered P-İKB.020 1.0 which came into effect on 02 January 2012.

The budget of the annual bonus payments made to the managers is determined and the relevant amount is rediscounted on a monthly basis and recorded as an expense.

It is paid within the following February, after the Remuneration Committee runs their check and the Board of Directors is informed to be submitted to the General Assembly. It shall be carried out in line with the budget, based on past performance as well as their contribution to DFSG's long-term strategy and goals.

Bonus Payment Conditions:

All kinds of compensation payments with the quality of incentives rewarding performance are assessed considering the track record of the employees and their contribution to the long term performance of the Bank.

To get bonus payment, the relevant employees must still be working at DFSG on the date of payment. During execution of their duty, employees must not have made any acts endangering the Bank’s reliability and thus its operations, leading to bank to loss or there must be no risk that any such situation may exist. The employment agreement signed between the company and the employee must not have been terminated by the decision of the DFSG due to justified and valid reasons stipulated by the Labor Law or within the framework of the Disciplinary Regulation.

The amount of postponement and the Bonus payment conditions within the scope of the postponement are as specified under the DFSG Remuneration Policies Procedure No. P-İKB.020.1.0.

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Purpose

Özellikleri

Responsibilities

Practice

General Principles

Salary Increase Process

Bonus Payments Process

Bonus Payment Conditions:

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