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CAPITAL MARKETS LAW

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the company’s share capital or shall not hold the control of the

management whatsoever,

vii.Shall not have been paid other than the remuneration and

attendance fee; if the member is also a shareholder because of its being a

board member, such member shall not hold more than 1 % of the issued

share capital and such shares shall not be privileged (this provision is not

in harmony with the new Turkish Commercial Code because the board

members are no longer obliged to be a shareholder under the new Turkish

Commercial Code).

Member(s) who do(es) not meet the above criteria may be temporarily

appointed as the independent board member for a term of maximum 1

year provided there is a valid ground of such appointment and with the

consent of CMB.

According to article 3.3.6., independent board members shall submit

a representation letter to the board of directors regarding his independency

at the time of his nomination in accordance with the legislation, articles

of association and criteria described above.

The board of directors shall evaluate the independency of the member

nominated for the ‘independent board member’ seat in the board and shall

report to the general assembly of its evaluation. The general assembly

decision with respect to the appointment of ‘independent board member’

to the board shall be announced in the web site of the company alongside

with the reasons and the report of the board of directors.

In case the nominee for the ‘independent board member’ in the

board nevermore has been appointed against the negative votes of the

shareholders representing the 1/20 of the share capital of the company

then CMB shall evaluate and decide whether such nominee meets the

independency criteria.

Conclusion

The provisions under the Communiqué are fundamental and

necessary; and an important step for the companies to abide with the

corporate governance rules. However it should be noted that, the

mandatory provisions for the companies traded in the ISE 30 Index

(excluding banks) may lead to problems in the practice.