99 / 516
law): information on the trade registry, current shareholding and man-
agement structure, details regarding the privileged shares, current arti-
cles of association together with the trade registry gazettes where any
changes were announced, disclosures, financial reports, annual reports,
prospectus and offering circular, agendas of the general assembly
meetings, attendant list, meeting notes, power of attorney forms, infor-
mation forms on the collection of shares and power of attorney for
mandatory call, policy for purchasing its own shares, profit distribution
mechanism, information policy, information on the transaction with
related persons, ethical rules, questions, notices and information
requests and their responses under frequently asked questions.
Beneficiaries are the employees and entities
(i.e.
clients, creditors,
suppliers) related in achieving the objectives or business of the
Company. The rights of beneficiaries shall be secured.
The board shall consist of at least 5 members. The board shall have
at least one female director. The board shall consist of non-executive
and executive members. The non-executive members shall include
independent board members.
A clear distribution of duties between the chairman of the board
and the executive chairman/general manager shall be made in the arti-
cles of association. The shareholders shall be informed in the general
assembly meeting if the chairman of the board and the executive chair-
man/general manager are decided to be the same person and shall be
explained in the annual report.
At least 1/3 of the members of board shall be independent board
members. The fractions shall be completed to the following number.
The number of the independent board members may not be less than 2.
A member who complies with the following criteria shall be
deemed as an ‘independent board member’:
a) He shall have no employment, capital or commercial relation-
ship, direct or indirect, with the company, a person related with
the company or with the legal entities having a management or
capital interest by the shareholders holding 5% (direct or indi-
rect) of the share capital and the member or any spouse or per-
sons with blood or affinity relationship (to the third degree)
within the last 5 years,
COMMERCIAL LAW
85