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CAPITAL MARKETS LAW
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of leave; whether they have the independency criteria and other
matters that may reflect to the company in case of appointment
shall be informed to the company by the shareholders nominating
the new members within 1 week from the date of announcement
of the general assembly meeting, for the announcement to public.
Pursuant to article 3.4.3., if the general assembly have consented
to the transactions between the company and the board member(s) and
consented to the member(s) to work in the business competing with the
company then such board member(s) shall inform the general assembly
of their actions regarding the said transactions between the company and
him and competing business.
According to 3.4.14., the remuneration principles of the board
members and directors shall be in writing and the shareholders shall be
given the opportunity to give their opinion. Remuneration principles to
be prepared shall be announced in the web site of the company and shall
be submitted to the shareholders by a separate article to be noted in the
general assembly meeting minute.
According to article 3.6., the articles of association of the company
shall be amended to include the participation of the shareholders in to the
following decisions: any spin off or share exchange resulting a change
in the capital or management structure of the company, sale/purchase,
rental or donation of tangible /intangible assets in the significant amount,
granting security such as suretyship and establishment of mortgage. The
parties and related persons involved in such transactions cannot participate
to the decisions in the general assembly. The board of directors’ decision
with respect to such matters shall not be realized without the consent
of the general assembly until a provision with respect to the matters
described in the preceding paragraph has been inserted to the articles of
association.
In accordance with article 4.7., if mutual subsidiary relationship
between companies also brings control relationship then the companies
with a mutual subsidiary relationship shall refrain to vote in the general
assembly of the other and shall disclose such to the public provided
however it is mandatory to do so such as to meet the quorum.