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within the scope of art. 360 of the TCC and it shall not stipulate a priv-
ilege in voting pursuant to art. 479 of the TCC.
The method for practice of the cumulative voting is stipulated in
art. 6 of the Communiqué. According to this article, cumulative votes
need to be cast with written ballots. These ballots show the distribution
of the votes and include the name, signature and number of votes the
shareholder has and these written ballots are submitted to the chair-
manship. However this article reserves the provisions regulating the
general assemblies to be electronically held.
In order to be in harmony with the provisions of TCC regulating
voting with proxy, art. 7 of the Communiqué regulate cumulative vot-
ing in proxy voting. Pursuant to this article, in case the collective vot-
ing shall be a mandatory voting upon the request of other shareholders
or their proxies, the representative shall also practice the cumulative
voting, even there is no clear statement in its proxy. In case there is no
instruction regarding distribution of the cumulative votes, the distribu-
tion amounts shall be decided by the representative.
The Communiqué obliges respect to the provisions regarding
cumulative voting and holds the board of directors liable for non-appli-
cation and blocking the application or lightening the effect of the prac-
tice of the cumulative voting.
Conclusion
As stated above, before the entry into force of TCC, the cumula-
tive voting was possible only for the publicly held joint stock compa-
nies. However, there was no legal reason to grant this possibility only
to publicly held joint stock companies and not to the non-public joint
stock companies. Therefore, the fact that the cumulative voting can be
also practiced in non-public joint stock companies which shall ensure
participation of the minority shareholders to administration of the
company is a favorable solution of TCC.
COMMERCIAL LAW
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