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NEWSLETTER 2013
212
Independent Board of Directors’ Members under Corporate
Governance Principles
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Att. Revan Sunol
Introduction
Corporate governance principles came into effect through the Turkish
Commercial Code No. 6102 (“TTC”). By these principles, the disposition
of rights and obligations of the companies’ board of directors, managers,
auditors and the decision mechanism in company business are regulated.
Thus, corporate governance plays an important role in protecting the
interest of the shareholders by observing the decision-making structure
of the company.
In actualizing the corporate governance principles, formation the
board of directors and the existence of independent members have a
significant importance.
Board of Directors’ Members under Corporate Governance
Principles
The Communiqué on the Determination and Application of Corporate
Governance Principles (Serial: IV, No: 56) (“Communiqué”) by the
Capital Markets Board, which was published in the Official Gazette dated
30.12.2011 and numbered 28158, regulates the corporate governance
principles for companies that are within the scope of the Capital Market
Legislation.
As is known, one of the characteristics of the companies subject to
Capital Market Legislation is the difference between executive and non-
executive board members. When executive board members participate in
the daily decision-making and operational mechanism of the company, the
non-executive board members are liable for determining and overseeing
the general policy and strategy of the company.
Therefore, as the executive board members act as if they work for
the company, the non-executive board members are supposed to be
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Article of August 2013