73
4
GENERAL INFORMATION
50
CORPORATE MANAGEMENT
67
FINANCIAL INFORMATION
A&T BANK 2013 ANNUAL REPORT
ARTICLE 17 – DUTIES OF THE AUDITORS
The Auditors shall be empowered, in addition to their
obligations pursuant to the Turkish Commercial Law and the
law on Banking, to make proposals to the Board to adopt
such measures as they deem necessary to ensure the good
management of the Bank and the protection of the Bank’s
interests and, if need be, in their sole discretion to convene the
General Meeting, to determine the agenda of said meeting
and to report thereto. The auditors shall be obligated to use
this authority immediately in important or urgent cases. The
auditors shall be jointly responsible for failing to properly
discharge the duties entrusted to them under law and in
accordance with these Articles of Association.
ARTICLE 18– KINDS OF GENERAL MEETINGS,
NOTICE, AND PROCEDURE
The General Meetings can be ordinary or extraordinary and
can be called by Board of Directors, the shareholders, or
the auditors in accordance with the law and these Articles of
Association.
The notice to shareholders to attend a General Meeting of
whatever nature shall be despatched by telex, confirmed by
registered mail (airmail to shareholders outside Turkey) at least
thirty days prior to the date of meeting.
The call of the ordinary General Meeting shall include the
agenda and no discussion may be held or decision taken on any
matters not included in the agenda.
Each shareholder shall be entitled to a number of votes equal to
the number of shares owned by him. Attendance by proxy shall
be allowed, Corporate shareholders shall be represented by
those duly authorized on their behalf.
The General Manager may attend the General Meeting with the
right to express an opinion if so requested but not to vote.
Before proceeding with the meeting, a list of the attending
shareholders shall be made, indicating whether they are acting
on their own behalf or as proxies and the number of shares they
own or represent.
The auditor to perform independent audit shall be elected
by the General Meeting from among persons with the title
“sworn financial consultant” or “free accountant”, licensed
under the law on Free Accountants, Financial Consultancy,
Sworn Financial Consultants dated 01.06.1989, Nr. 3568 and
authorized by Public Surveillance, Accountancy and Audit
Standards Agency or from among companies the partners of
which consist of aforementioned persons.
ARTICLE 17- DUTIES OF THE AUDITORS
Cancelled.
ARTICLE 18– GENERAL MEETINGS, NOTICE AND
PROCEDURE
The General Meetings can be, as per provisions of the Turkish
Commercial Code, ordinary or extraordinary and can be called
by Board of Directors or the shareholders in accordance with
the law and these Articles of Association.
The notice to shareholders to attend a General Meeting of
whatever nature shall be displayed in the website of the Bank,
published in the Trade Registry Gazette of Turkey at least
two weeks before the date of the meeting excluding the date
of publication and date of the meeting and despatched by
registered mail, (registered airmail to shareholders outside
Turkey) at least 15 days prior to the date of meeting. The
general meeting is called in accordance with the relevant
provisions of the Turkish Commercial Code. However, the
Board of Directors may call the general meeting even if its term
of office has expired.
The call of the General Meeting shall include the agenda and
no discussion may be held or decision taken on any matters
not included in the agenda. However, if all shareholders are
present or represented at the meeting and they all agree, any
matters that relate to the duties of the general meeting can
be discussed and resolved upon. The removal of members of
the Board of Directors and election of members to replace the
removed ones is regarded to be in the scope of the item of the
agenda relating to discussion of year-end financial tables.