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article; significant events that took place after the end of the activity

year, research and development activities of the company, pecuniary

benefits of BoD members and executive managers such as remunera-

tion and premiums, various expenditures, real and pecuniary opportu-

nities, insurance and similar securities shall be detailed in the annual

activity report.

Pursuant to Article 516/3 of the New TCC, the mandatory content

of the annual activity report shall be regulated by a regulation of the

ministry of Industry and Commerce.

Articles 517 and 518 of the New TCC bring similar dispositions

with regards to financial statements and annual activity report of group

of companies. Pursuant to article 517 of the New TCC, TAS shall

determine the enterprises obliged to prepare consolidated financial

statements and enterprises which fall within the scope of consolida-

tion, and relevant issues. Article 518 of the New TCC regulates that the

annual activity report with regards to group of companies shall be pre-

pared with the BoD of the parent company, pursuant to Article 516

which regulates the annual activity report.

Reserve Funds

Articles 519-523 of the New TCC regulate reserve funds. Article

519 of the New TCC which regulates the general statutory reserve

funds is similar to the corresponding disposition of the TCC. Pursuant

to Article 519/1 of the New TCC, five percent of the annual profit shall

be reserved as general reserve fund until this sum reaches twenty per-

cent of paid-in capital. After reaching this threshold, figures listed

under Article 519/2 shall be added to general statutory reserve funds.

General statutory reserve funds shall be spent only on recovering loss-

es, maintaining the activities of the enterprise or preventing unemploy-

ment, unless it exceeds half of the share capital or the issued capital.

Article 520 of the New TCC provides a new disposition which was

not included in the TCC. Pursuant to Article 520/1 of the New TCC,

the company shall reserve funds equivalent to the amount of the shares

acquired by the company, in the event that the company acquires its

own shares. These reserve funds may only be spent in proportion with

the acquisition value of the bought back shares once transferred or

COMMERCIAL LAW

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