e-book2013

NEWSLETTER 2013

Is it Obligatory to Appoint a Corporate Representative in the

General Assemblies of Joint Stock Companies?

Att. Tuna F. Colgar

The Turkish Commercial Code

(“TCC”) Article 428, which

governs the provision of maximum representation of shareholders in the

general assembly of a joint stock company, stipulates new representative

appointments that are not required in the former Turkish Commercial

Code No. 6762.

Article 428/1 TCC regulates the appointment of the body

representative and the independent representative. Pursuant to this

article “

In case the company shall recommend a person, related to the

company in any way, in order for the shareholders to appoint as their

representatives to vote and carry out other related actions in the general

assembly meeting in their name, it shall also recommend another person

which is totally independent and neutral for the same position and shall

announce these two persons pursuant to the articles of association and

publish in the website of the company.”

As understood from the article,

if the company recommends a related person - body representative - to

represent shareholders, it has to recommend another independent and

neutral person - an independent representative - to the shareholders. In

other words, the appointment of an independent representative is subject

to the appointment of the body representative.

The corporate representative is regulated under paragraph two and the

subsequent paragraphs of Article 428. This provision, which is intrinsic to

Turkish law, aims to recommend persons who may organize the gathering

of representative certificates with respect to shareholders which may

arrive in large numbers, especially their encouragement with respect to

this duty, their acting wholly independent from the company management

and fill the gap

. Paragraph 2 of Art. 428 TCC stipulates as follows:

Article of August 2013

Please see Law No. 6102 published in the Official Gazette dated 14.02.2011 and numbered

27846.

Please see. Justification of Art. 428 TCC.