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Corporate Governance Rules
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Att. Nilay Celebi
Introduction
The Capital Markets Board of Turkey (“CMB”) issued the
Communiqué on the Principles Regarding the Determination and
Practice of Corporate Governance Rules, Serial: IV, No: 54
1
, however,
this communiqué caused an extensive argument in the public. Then,
the CMB issued a draft Corporate Governance Rules and submitted it
to the public for discussions and suggestions. CMB issued the
Communiqué on the Principles Regarding the Determination and
Practice of Corporate Governance Rules, Serial: IV, No: 56
2
(“Communiqué”) by obtaining suggestions from the public, which is
published on the Official Gazette numbered 28158, dated 30.12.2011.
Corporate Governance Rules
The Communiqué is applicable to the listed companies. Listed
companies are defined as the public companies traded in Istanbul
Stock Exchange.
According to the Communiqué, the listed companies are subject to
articles 1.3.1; 1.3.2; 1.3.7; 1.3.10; 4.3.1; 4.3.2; 4.3.3; 4.3.4; 4.3.5;
4.3.6; 4.3.7; 4.3.8; 4.3.9; 4.4.7; 4.5.1; 4.5.2; 4.5.3; 4.5.4; 4.6.2; 4.6.4 of
the Rules. The listed companies shall explain in the report with regard
to the application of the Rules, whether or not they apply the other pro-
visions of the Rules. As per the Communiqué, listed companies are dis-
tinguished in 3 groups. There are certain Rules that are not applicable
for the 3rd Group. As a brief summary of the Rules;
All shareholders shall be treated equally. All shareholders shall
have information and examination right and such right cannot be lim-
ited or cancelled.
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NEWSLETTER 2012
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Article of March 2012
1
Published on the duplicated Official Gazette numbered 28081, dated 11.10.2011.
2
Published on the Official Gazette numbered 280158, dated 30.12.2011.