101 / 516
board member candidate shall submit a representation letter with
regard to its independency.
The board shall submit the list of the independent board member
candidates to the CMB at least 60 days prior to the general assembly
meeting. The CMB shall submit its negative opinion, if any, within 30
days. If the CMB provides a negative opinion with regard to the nom-
inee, such person cannot be nominated as the independent board mem-
ber at the general assembly.
The affirmative vote of majority of the independent board mem-
bers is required with regard to any and all related person transactions;
and transactions for granting security, pledge and mortgage in favor of
third parties. If the majority of the independent board members do not
consent on such transactions then this shall be disclosed to the public
along with all necessary details of the transaction and shall be submit-
ted to the general assembly. The parties of the transaction and related
persons may not vote in the decision of such transaction. The partic-
ipation of the other shareholders shall be ensured. For the purposes of
this article, the meeting quorum for the general assembly is not
required and the decision shall be made with a simple majority. Any
decisions adopted by the board or the general assembly without
respecting this mandatory provision shall be void. Such provision shall
be reflected to the articles of association.
Meeting and decision quorum of the board shall be determined in
the articles of association.
The remuneration and other benefits given to the board members
and the managers shall be disclosed to the public via annual report.
Conclusion
The Communiqué and the Rules provide mandatory provisions or
advisory provisions for the listed companies to apply. In any case, the
listed companies shall disclose whether the Rules are being applied or
not; the reasons of non-application (if any); the conflict of interest
which may arise in case of non-application and whether the company
is planning to change its corporate governance principles in accor-
dance with the Rules, in their annual report.
COMMERCIAL LAW
87