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The Scope of the Communiqué
The scope of the Communiqué includes publicly held corporations
that are publicly traded and corporations traded on the National Market
(companies that fulfill the stock market’s listing criteria are traded on
the National Market), Second National Market (small and medium
sized companies, companies temporarily or permanently de-listed
from the National Market, and companies that fail the National
Market’s listing criteria are traded on the Second National Market) and
Collective Products Market (certificates of investment trusts, real
estate investment trusts, venture capital trusts and exchange traded
funds, warrants, and certificates are traded on the Collective Products
Market). It must be noted that the Communiqué provides for certain
exceptions in the application of the corporate governance principles.
Important Regulations and Enforcement
The Communiqué provides for certain new regulations as well as
revising certain issues that were already subject to regulation. In this
context, the unit previously named “Shareholder Relations” has been
renamed as “Investor Relations Department”. Pursuant to the
Communiqué the mentioned unit shall be under the management of a
manager with administrative duties and shall report to the board of
directors with respect to its activities at least once a year.
Related party transactions are regulated so as to comprise not only
the relevant corporations but also their affiliated companies. Also, the
issues of securities, surety, mortgage and liens, which were formerly
regulated with a Board decision, are taken into consideration with
detail.
Related Party Transactions
Before proceeding with an asset, service purchase, sale or obliga-
tion transfer transaction with their related parties, corporations and
their affiliated corporations must adopt a board of directors resolution
setting forth the terms of the transaction if such transaction is predict-
ed to have a value equal to more than five percent of the value of the
total assets of the corporation, or the proceeds or the value of the com-
pany. Also, a valuation must be conducted by an institution, deter-
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