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Communiqué on Corporate Governance II
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Att. Revan Sunol
In accordance with the provisions of the Turkish Commercial
Code No. 6102 (“TCC”) and the Capital Markets Law No. 6362, the
Communiqué on Corporate Governance II No:17.1 (“Communiqué”)
which abolished the Communiqué on the Determination and
Implementation of Corporate Governance Rules (Series IV, No. 56)
and the Communiqué on Principles to be Complied with by Joint Stock
Companies subject to the Capital Markets Code (Series IV, No. 41),
was published in the Official Gazette dated 03.01.2014 and numbered
28871. Other provisions of the Communiqué have been examined in
our Newsletter article entitled “Communiqué on Corporate
Governance I” and therefore, the subject of this Newsletter article is
exclusively the examination of the principles prescribed in the
Communiqué.
Introduction
The Communiqué provides the corporate governance principles
within its Annex-1 following the regulations of security issues by com-
panies and transactions of related parties. It shall not be considered
obligatory to follow all the principles as some of them are merely
meant for guidance. The compulsory principles are enumerated in the
Communiqué and these are mostly related to the protection of share-
holders rights and the functioning of company decision maker mecha-
nisms, especially the Board of Directors, in a transparent, independent
and accountable manner. Where there is a violation of the compulsory
principles, the Capital Markets Board (“the Board”) has the authority
to take measures to enforce compliance with the principles and to seek
cancellation of the relevant transaction.
CAPITAL MARKETS LAW
123
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Article of May 2014