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issue from the ordinary general assembly meeting. Announcement of
financial statements to the public is an announcement stemming from
the transparency principle and should be considered independently from
convening the general assembly and its approval.
Communiqué on the Principles of Financial Reporting in Capital
Markets (Serial: XI, No: 29) and Communiqué on Principles and
Rules Pertaining to the Financial Statements and Reports in Capi-
tal Markets (Serial: XI, No: 1):
Enterprises are entitled to regulate their financial statements as of
the annual and quarterly periods and announce them to the public within
certain periods of time pursuant to the communiqué numbered Serial: XI,
No: 29.
As perArt. 15of the related communiqué (Art. 49/1of the communiqué
numbered Serial: XI, No: 1 also has a similar provision):
“1)
Annual financial statements of enterprises prepared in compliance
with this Communiqué must be published within 30 days following
ordinary general assembly meetings in the Turkish Trade Registry
Gazette. This announcement shall be made at the end of the 6th
month, at the latest, following the end of the annual accounting
period, notwithstanding the holding of the general assembly.
(2)
The enterprises who send their financial statements to the
Board and the related stock exchange before their ordinary
general assemblies shall make the necessary disclosures in the
event there are discrepancies between statements already sent
and financial statements discussed in the general assembly…
”
The abovementioned Communiqué specifies that financial statements
must be announced to the public and ties this announcement to the condition
of convening the general assembly meeting. If financial statements are
sent before the general assembly convenes and if the general assembly
does not approve those statements, this issue shall be expressed in the
announcements and any discrepancies shall be clearly specified. Failure
to make the necessary announcement may result in the board of directors
being held liable. (Art. 9 of the Communiqué numbered Serial: XI, No:
29).