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NEWSLETTER 2011
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internal regulation of the GA and this internal regulation will be effective
following the approval of the GA. Minimum requirements for the internal
regulation will be determined by the Ministry. Thus, the meetings will be
administrated pursuant to this internal regulation.
Representation of the Shareholder in the GA
The New TCC has introduced a new system regarding the
representation in order to prevent possible lack of power situations in
the GA. Dispositions regarding collective representation that are beyond
the rules of representation in the Code of Obligations are introduced
with the New TCC. The system of “proxy” applied in the USA has been
introduced, even partially, in the Turkish Company Law. The new system
provides comprehensive embodiment regarding individual and collective
representation at the meetings.
The representation of the shareholder shall be maintained through
the representative of the organ, independent representative, corporate
representative and representative of the depositor. The representative of
the organ is the representative related to the company and which has been
recommended to the shareholders by the company. The representative of
the organ is appointed in order to vote in the GA meeting and effectuate
other relevant transactions. In case the company shall recommend
a representative, it shall recommend another person which is totally
independent and neutral for the same position and shall announce these
two persons pursuant to the articles of association and publish in the web
site of the company. The representative of the organ or the independent
representative for this position does not have to be a shareholder.
Another representative introduced by the New TCC is the corporate
representative. The corporate representative shall announce a declaration
in which it states the member of the BoD or auditor it shall vote for, its
recommendations in the subjects concerning the shareholders and shall
request from the other shareholders their authorization. The declaration
shall contain the rules that the corporate representative has to comply
with. The corporate representative is entitled to act and vote, within the
limits set by the declaration. Pursuant to Article 428/2 of the New TCC,
the BoD shall call the shareholders to declare the corporate representatives