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Request of special audit is a part of the information right. A right
for the shareholders to request a special audit from the general assem-
bly in order to examine specific issues even though this request is not
stated in the agenda of the general assembly provided that the right to
obtain information and examination has been formerly used, can be
inserted to the articles of association.
The announcement of the general assembly meeting shall be made
at least 3 weeks prior to the meeting, to reach all shareholders and via
any possible communication equipment including electronic commu-
nication; the provisions of the relevant legislation shall be reserved.
General assembly meetings shall be convened by causing the high
participation of the shareholders at the minimum expense and shall not
result in any inequality. Therefore, the general assembly shall be con-
vened at the place where the majority of the shareholders reside pro-
vided that such provision is in the articles of association.
The general assembly should consent on whether, the shareholders
holding the management control, board members, managers and their
spouses or persons with blood or affinity relationship (to the second
degree) may compete with the company or its affiliates or perform a
transaction with them which may have a conflict of interest.
The affirmative vote of majority of the independent board mem-
bers for certain ‘important transactions’ to be resolved in the board, is
required provided that the decision does not require a general assem-
bly decision with respect to the applicable legislation. Important trans-
actions are defined as follows: transferring all or substantial part of
assets, creating encumbrance over them or leasing them, purchasing
substantial assets or leasing them, granting privileges or changing the
scope of the privileges, or delisting.
The decision shall be submitted to the general assembly in case the
affirmative vote of majority of the independent board members is not
met or such transaction is desired to be performed besides the opposi-
tion of the independent board members. The opposition of the inde-
pendent board members shall be disclosed to the public, notified to
CMB and such opposition shall be notified to the shareholders at the
general assembly. For the purposes of this provision the meeting quo-
rum for the general assembly is not required and the decision shall be
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