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CAPITAL MARKETS LAW
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independent in order to supply objectivity. This carries importance in
procuring transparency and accountability.
Independent Board of Directors’ Members
Generally accepted applications have been established with regards
to the existence of the board members, the duties of independent
members and the formal requirements thereof and some certain criteria
concerning the board member as an independent member, as stated in the
Communiqué.
Members who are qualified as independent board members: (i)
should not have direct or indirect commercial relations with the company,
a related party of the company or with shareholders who directly or
indirectly have 5% or more shares in the capital of the company (certain
family members as determined within the Communique should also not
be a party to such relations) (ii) should not work or be a member of the
board of directors in companies which conduct all or some part of the
activities and organization of the company and not; and (iii) should not
be a shareholder, worker or board of directors’ member; where he is a
shareholder, his shares should not be more than 1% and be privileged,
and he should reside in Turkey pursuant to Income Tax Law.
The independent board members are supposed to have occupational
education, knowledge, occupational respectability and the experience
to complete their tasks properly. In order to protect the rights of the
beneficiaries within the company and to remain impartial, a person who
can make decisions independently, has strong ethical values and the
time to deal with company business should be elected as an independent
member.
Election of Independent Board of Directors’ Members
The Nomination Committee (“Committee”) was established in order
to elect independent board members who fulfill the above-stated criteria.
This Committee receives requests for nominations from board members
and shareholders, takes them into consideration and then presents its
evaluation for the approval of the board of directors. Then, the board
of directors submits the Committee report to the Capital Markets Board