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mined by the Board, before the transaction. Where the predicted ratio
is more than ten percent, the approval of the majority of independent
directors shall also be required. Where the majority of independent
directors do not approve the transaction, this must be announced in the
Public Disclosure Platform (“PDP”) and submitted for the approval of
the general assembly. If it is decided to proceed with the transaction,
the nature of the concerned parties’ relation and information regarding
the transaction must be disclosed in the PDP. If the transaction is not
realized in accordance with the valuation, the grounds for such non-
compliance must also be included within the disclosure.
It must be noted that corporations that are subject to trade in mar-
kets and platforms other than the National Market, the Second National
Market and the Collective Products Market are also subject to the reg-
ulations regarding related party transactions.
Securities, Surety, Mortgage and Liens
Except for the benefit of their own legal entities, other corporations
included in the consolidated financial statements and third parties with
whom ordinary commercial activities are conducted, corporations and
their affiliated corporations cannot provide securities, surety, mortgage
and liens for the benefit of third parties. The approval of the majority
of independent directors is required for such securities to be granted
for the benefit of third parties with whom ordinary commercial activi-
ties are conducted. Where the majority of independent directors do not
approve, this must be disclosed in the PDP and the opposing opinion
must also be included within the disclosure.
Corporations may provide securities, surety, mortgage and liens to
corporations and business partnerships, in which they are directly
participating in the capital, in proportion to their participation in the
capital.
It shall be noted that as a principle in the Communiqué, it is
accepted that members of the board of directors shall not be allowed to
vote in matters which may present a conflict of interest.
Corporate Governance Principles
Within the scope of the Communiqué, corporate governance prin-
ciples are provided under the titles shareholders, public disclosure,
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NEWSLETTER 2014