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case. The damages caused by the directors will be regrouped into two
categories: Damages caused collectively by the directors and personal
damages caused individually by the director in question. Therefore, the
distinction between collective damage and individual damage will be
made, and different liability groups may be formed.
Lastly, directors’ liability insurance has been included in the New
TCC within the scope of the provisions concerning the liability of
directors. Hence, the possibility for directors to be insured against
damages resulting from their duties as a director has been regulated by
law. Pursuant to Article 361 of the New TCC, if the damage that might be
caused by the directors while fulfilling their duties as directors is insured
for an amount exceeding 25% of the company’s capital, this fact must be
announced in the bulletins of the Capital Markets Board for publicly-held
companies in the bulletins of the stock exchange if the shares are traded
on the stock exchange, and it will be taken into consideration for the
assessment of compatibility with corporate governance principles.
Conclusion
The provisions of the New TCC concerning the BoD provide major
modifications. The provisions concerning the obligation of holding a
graduate degree and the possibility of working with committees were
adopted for the professionalization of the BoD. The liability system of
directors has been reformed by the modifications in the liability provisions
and by directors’ liability insurance. With provisions such as the provision
that clarifies the meeting quorum and the non-assignable rights of the
BoD, important steps are taken for the prevention of problems that are
faced in practice. All these innovations will, without any doubt, facilitate
the operation of the BoD, ensure a more professional and transparent
management, and help to overcome the problems that used to arise in the
implementation of the TCC.