Page 59 - A&T BANK ANNUAL REPORT 2012

57 56 A&T BANK ANNUAL REPORT 2012 •
Extraordinary General Assembly
Meetings during the Year
The Extraordinary General Assembly was held on September
28, 2012 in order to comply with the related provisions of
the Turkish Commercial Code for the election of new Board
members in place of those members representing legal
entities.
At the meeting, Ben Issa A. Hudanah, Abdurauf Ibrahim
Shneba, Abdulfatah A. Enaami, Esam Mustafa I. Elrayas
and Sadek K.S. AbuHallala, representing the Libyan Foreign
Bank, Hasan Kimya Bolat and Muzaffer Armağan Saraçoğlu,
representing Türkiye İş Bankası A.Ş., and Muzaffer Baktır
and Osman Arslan representing T.C. Ziraat Bankası A.Ş.
were unanimously elected as the members of the Board of
Directors.
Aid and Donations
As of December 31, 2012 the Bank’s aid and donations
amounted to TL 16,660 (31 December 2011: TL174,016).
Relations with the main
shareholder and its affiliates
Libyan Foreign Bank (LFB) holds the largest share in the
Bank’s paid-in capital of 62.37%. During the accounting
period, the Bank carried out various banking transactions
with LFB and other banks in the LFB Group in the form of
borrowing-lending. Agreements in all legal proceedings
were reached based on similar principles, procedures, and
conditions of non-group persons. No measure was applied to
the detriment of the Bank in accordance with the initiatives or
interests of the Bank’s main shareholders or affiliates.
Dividend Policy
At the Bank’s 34th Ordinary General Assembly, held on March
15, 2012, the profit distribution proposal of the Board of
Directors was approved; separation of TL 2,372,815.78 Legal
Reserves from the balance sheet profit of TL 48,094,635.46
and transferring the remaining amount to the previous year’s
income and loss account were decided by consensus.
Group of Companies
• Libyan Foreign Bank (LFB) holds the biggest stake in the
Bank’s paid-up capital of 62.37%.
• The direct or indirect participations of LFB group hold no
shares in A&T Bank.
• An effective internal control and risk management system
has been established within the group, formed together with
A&T Finansal Kiralama A.Ş. (“the company”). The company is
involved in the consolidation of the financial statements and
included in the annual audit program of the Bank’s Inspection
Council. In addition, market, credit and operational risk and
capital adequacy ratios are calculated and monitored on
consolidated basis at the end of each quarter by the Risk
Management Department.
• The Board of Directors declared the following statement in
the Affiliated Company Report, prepared in accordance with
Article 199 of the Turkish Commercial Code No: 6102, and
which covers the relations with the main shareholder and its
affiliates:
“All transactions of our Bank with the main shareholder and
its affiliated enterprises between 1 January and 31 December
2012 were evaluated. These commercial transactions, which
carried out with our main shareholder and its affiliates in year
2012, were required operations for our banking activities and
realized in accordance with prevailing market conditions and
comply entirely with the precedent transactions with third
parties. As a result, there are no decisions, which were taken
against our Bank’s commercial benefits or no commercial
transactions that cause loss for the bank.”