1. 1 A QAR Application in Turkey and Sharing the Experiences Stefano Perazzini Özge Aşçıoğlu İstanbul 09/11/2007

2. 2 AGENDA  Overview of UniCredit  Overview of Yapı Kredi Bank  Our Vision  Why are companies interested in Quality of Internal Audit?  Requirements of IIA  What is QAR  Internal and External Assessments  Why Deloitte  Work plan  Phase 1 _ Quick Check  Phase 2 _ Remediation (performed by KFS Internal Audit)  Phase 3 _ Detailed Review by Deloitte  Phase 4 _ Assessment and Benchmark with Best Practices  Phase 5 _ Overall Conclusion and Final Report

3. 3 UNICREDIT UniCredit at a Glance UniCredit Group is one of the largest banking and financial services organisations in Europe with a network of 9,000 branches and strong local roots in 23 countries. Its international network is made of branches, representative offices and small banking subsidiaries in 50 countries worldwide. In Europe we are one of the leaders in terms of business size and we can leverage on a unique strategic positioning. The Group is, in fact, leader in one of the richest areas of Europe : Bavaria, Austria and Italy as well as in Central and Eastern Europe, an area featuring fast rates of economic growth and the fastest growth rates for banking revenues.

4. 4 UNICREDIT

5. 5 OVERVIEW OF YAPI KREDİ BANK Yapı Kredi Bank at a Glance One of the most dynamic and experienced institutions in Turkey created from the successful legal merger on the 2nd of October 2006, With total assets of YTL47.8 billion (approx. USD34.7 billion) as of June 2007 As per ownership structure, 80.2% of Yapı Kredi is controlled by Koç Financial Services A.Ş. (“KFS”) – the 50/50% joint venture between UniCredit and Koç Group the Bank serves its over 13 million customers through approx 650 branches throughout the country and various alternative distribution channels strong domestic presence including domestic financial subsidiaries; Yapı Kredi owns subsidiary banks in the Netherlands, Russia and Azerbaijan.

6. 6 YKB ORGANIZATION CHART LOGISTICS AND COST MANAGEMENT INTERNAL CONTROL CORPORATE IDENTITY AND COMMUNICATION Board of Directors GM LEGAL COO OPERATIONS ORGANIZATION ALTERNATIVE DISTRIBUTION CHANNELS IT HR COMPLIANCE OFFICE FINANCIAL PLANNING, ADMINISTRATION AND CONTROL (CFO) CREDIT CARDS AND CONSUMER LENDING CORPORATE BANKING CORPORATE BANKING RETAIL BANKING PRIVATE BANKING AND INTERNATIONAL TREASURY AUDIT COMMITTEE CREDIT COMMITTEE MANAGEMENT COMMITTEES CREDIT MANAGEMENT INTERNAL AUDIT RISK MANAGEMENT RISK MANAGEMENT COMMERCIAL BANKING

7. 7 INTERNAL AUDIT DEPARTMENT ORG CHART

8. 8 INTERNAL CONTROL UNIT ORG CHART

9. 9 OUR VISION Our vision is to become “A World Class” Internal Audit Function at KFS level in order to satisfy expectations coming from various stakeholders and counterparties: Audit Committee, Board of Directors, Top Management, Shareholders, Supervisory Bodies, External Auditors, etc.

10. 10 WHY ARE COMPANIES INTERESTED IN QUALITY OF INTERNAL AUDIT? IIA Standards require companies to have an “independent” quality assessment every five years, effective since January 2002 –Increased responsibility of, and focus on, Audit Committees –Audit Committee increasing their reliance on IA for regulatory requirements, risk management –Increased focus on corporate governance and fraud prevention More focus on audit activities from executive management and regulators

11. 11 REQUIREMENTS OF THE INSTITUTE OF INTERNAL AUDITORS 1310 Quality Program Assessments The internal audit activity should adopt a process to monitor and assess the overall effectiveness of the quality program. The process should include both internal and external assessments. 1311 Internal Assessment It should include ongoing reviews of the performance of internal audit activity and periodic reviews performed through self assessments or by other persons within the organization with the knowledge of internal auditing practices and the standards. 1312 External Assessment “External assessments, such as quality assessment reviews, should be conducted at least once every five years by a qualified, independent reviewer or review team from outside the organization.”

12. 12 WHAT IS QAR A Quality Assurance Review (QAR) is a strategic assessment of an internal audit function, including its infrastructure, staff experience, and performance relative to business goals, "best practices", and applicable standards. QAR evaluates compliance with the Standards, the internal audit activity and audit committee charters, the organization’s risk and control assessment, and the use of successful practices.

13. 13 INTERNAL AND EXTERNAL ASSESSMENTS Internal Ongoing and Periodic External Full QAR

14. 14 ONGOING CONTINUOUS MONITORING CAE SUPERVISION AUDITEES’ FEEDBACK AUDIT OF THE AUDIT PROCESS SELF-ASSESSMENT OTHER COMPETENT PERSONS PERIODIC INTERNAL ASSESSMENTS

15. 15 Certified Audit Professional Well versed in the Standards and leading practices Reasonable experience at management level Results to be shared with the Audit Committee and Top Management Non-reciprocal assessment Self-assessment with external validation QUALIFIED INDEPENDENT REVIEWER ALTERNATIVE METHODS EXTERNAL ASSESSMENTS KFS Audit applied this External Assessment

16. 16 Planning Human Resources Information Technology Supporting ProcessesProduction Processes Vision, values, & strategic objectives Vision, values, & strategic objectives Constitution of a team of experts Electronic management system of work files Mapping of company risks Collaboration with the audited entity Structure and organisation (Processes / Methods) Structure and organisation (Processes / Methods) Recruitment Specific applications and technologies Knowledge of internal audit clients expectations Needs for expertise evaluation and responses to main issues Communication / Reporting to audited entities Resource management Training and personal development Training and personal development Internal audit plan Follow up Communication / Reporting to management Activity measurement Internal communication Work Program Communication / Reporting to audit committee Individual evaluations Tests and analysis Communication with external auditors and other control entities Work documentation Engagement supervision Internal audit clients satisfaction measurement Remuneration Database of best practices Information on objectives and expectations for each mission Performance Communication and reports Coordination with external auditors and other control entities Resources assignment The elements in a shaded color frame appear in the IIA (Institute of Internal Auditors) professional standards THE STRUCTURAL ELEMENTS OF A QAR ON INTERNAL AUDIT FUNCTION Activity organization and management Need for improvement PerfectibleSatisfyingNot applicable Need for improvement PerfectibleSatisfyingNot applicable Out of scope

17. 17 WHY Deloitte has a sound background in performing Strategic Quality Assessment of Internal Audit activities for European and global companies. They have been providing the Internal Audit community with services to enhance its overall performance since they initiated their Internal Audit Services practice more than 20 years ago.

18. 18 DELOITTE TEAM JEAN-PIERRE GARITTE Quality Assurance Partner OKTAY AKTOLUN Delivery Partner EVREN ALTUNAY Engagement Director NACİYE KURTULUŞ Assistant Manager TUBA İNCİ Manager

19. 19 WORK PLAN Phase I / Quick Check - January 8th – January17th – High level review of risk assessment approach, Internal Audit Charter and entire audit process is performed – Interview with one of the members of the Audit Committee – Results are discussed with Senior Management of the Internal Audit Department Phase II / Remediation - January 17th –May 30th – Internal Audit Department based on the quick review results re- designed process, improved documentation standards and initiated other improvement activities as necessary Phase III / Detailed Review - June 4th- July 14th – An in-depth review of the Internal Audit function is performed and a representative sample of Internal Audit projects is tested – Specific survey formats for KFS are developed and results of them are reviewed to address unique needs and objective of this project

20. 20 WORK PLAN Phase IV / Assessment and Benchmark with Best Practices - June 4th- July 14th – Charter, mission statements, organizational structure, span of controls, personnel credentials and education levels, training policies, performance appraisal process, and recruiting policies are reviewed – Risk assessment, quality control, self auditing and follow up activities are analyzed – Comparisons / benchmarking with leading practices on superior performance areas Phase V / Overall Conclusion and Final Report – July 15th - July 23rd – Main strengths and weaknesses are identified and gap analysis between current situation and IIA standards is formalized – Opportunities for improvement are identified and recommendations are issued

21. 21 PHASE II REMEDIATION (PERFORMED BY KFS INTERNAL AUDIT) Based on the project timeline, approximately 20 volunteer auditors are involved in several sub-projects that were completed succesfully by the end of May, 2007.

22. 22 PHASE III DETAILED REVIEW BY DELOITTE AND PHASE IV ASSESSMENT AND BENCHMARK WITH BEST PRACTICES Performed interviews including board members, audit committee members, top management, external auditors, corporate audit and internal auditors Conducted two separate surveys; one to clients (audit committee, board members and auditees) and the other to the internal audit staff. Examined working papers of selected sample audits Reviewed Risk Assessments and Audit Plans Reviewed IA Charter and regulation Examined communication with auditees, Audit Committee, external auditors and management Reviewed electronic document management systems Facilitated participation to web-based IIA Benchmark questionnaire GAIN and analyzed the results Examined KFS IA Dept based on Deloitte methodology that describes processes and sub-processes according to the IIA standards.

23. 23 PHASE V OVERALL CONCLUSION AND FINAL REPORT KFS Internal Audit generally conforms to the Standards for the Professional Practice of Internal Auditing prescribed by the Institute of Internal Auditors. Other possible results: – Does not confirm – Partially confirms

24. 24 LIST OF ORGANISATION WITH COMPLETED EXTERNAL ASSESSMENTS

25. 25 IN THE PRESS

26. 26 PROJECT TEAM THANK YOU FOR YOUR ATTENTION