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In line with this, the Rules have been converted into a communiqué
by the CMB by taking into account of domestic and global financial
developments with the authority granted to it by this Statutory Decree
No: 654.
“The Communiqué Regarding the Designation and Application
of Corporate Governance Rules, Serial: IV, No: 54’ (“Communiqué”)
has been published announced at the Additional Official Gazette dated
11.10.2011.
Rules Introduced By the Communiqué
The Rules for the public companies who shall take them as bases
for the determination of their structure and process in relation to their
corporate governance have been inserted into the Communiqué.
According to article 5 of the Communiqué, the public companies
traded in Istanbul Stock Exchange (“ISE”) 30 Index excluding the banks
therein, shall be obliged to apply the articles 3.2.1, 3.2.4, 3.4.3, 3.4.14,
3.6 and 4.7 under Section I (Shareholders) of the Rules and articles
3.3.1, 3.3.4, 3.3.5 and 3.3.6 under Section IV (Board of Directors). In
our opinion, such mandatory articles shall be reflected to the articles of
association of relevant companies.
The companies traded in the ISE and which do not fall within the
scope of preceding paragraph may determine their structure and process
related with their corporate governance in accordance with the Rules and
by considering their business and type.
According to article 6 of the Communiqué, the companies traded in
the ISE shall disclose in the annual report whether the Rules have been
complied or not; the reasons of noncompliance on the basis of “comply
or explain” principle (if any); the conflict of interest which may arise in
case of noncomply and whether the company is planning to change its
corporate governance principles in accordance with the Rules.
The form and minimum requirements with respect to the disclosure
in the annual report shall be determined by the CMB.
According to the enforceability provision of the Communiqué, the
Communiqué shall be enforceable on the date of the announcement and