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COMMERCIAL LAW
19
A new institution called “committee for the early determination and
management of risk” is stipulated under the provisions concerning the
committees. This committee will be established for the determination of
the causes that jeopardize the existence, development and continuance of
the company, the implementation of necessary measures and solutions,
and for risk management. This committee is a requirement for companies
whose shares are traded on the stock exchange. As for other companies,
the committee can be established if the auditor deems it necessary. The
aforesaid committee will draft reports every two months and present them
to the BoD. A copy of the report is to be submitted to the auditors.
Liability of the Directors
In accordance with the amendment of the
“ultra vires”
principle,
provisions concerning the liability of the directors have been widely
modified. Pursuant toArticle 371/2 of the NewTCC, operations concluded
by and between the authorized representatives and third parties beyond
the purpose and scope of the company are binding for the company. On
the other hand, if the third party is aware or should be aware of the fact
that the operation is beyond the purpose and scope of the company, the
company is not bound by the operation in question. Additionally, the
publication of the articles of association of the company is not by itself
enough to prove this fact. The possibility of recourse for the company
against the director who concluded the operation is stipulated with the
New TCC. Therefore, the article concerning the purpose and scope of the
company will set the limits of recourse.
The duty of care of directors has been concretized and the degree of
care of “fulfilling his duties with the care of a cautious director” has been
adopted. The duty of loyalty has been regulated clearly, by establishing
the duty of protecting the interests of the company in accordance with the
rule of good faith.
The solidarity system that was applied for the liability of the
directors has been modified, and the “differentiated solidarity” system
was adopted. According to the new system, if more than one director
is liable for compensation of damages, the directors will be held liable
in proportion to their degree of fault and to the circumstances of the