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Issues such as appointment of non-executive members and for the
loss of status of independent members have been regulated with com-
pulsory procedures to followed. It is also compulsory that companies
aim to achieve 25 % female membership within their BoDs and active-
ly develop a policy to this end.
Board of Directors Committees to be Established
The “Audit Committee”, “Early Detection of Risk Committee”,
“Corporate Governance Committee”, “Nomination Committee” and
the “Compensation Committee” must be established for the effective
functioning of the BoD. The working principles and members of the
committees shall be declared in the KAP. Each committee shall have at
least two members. The majority of the committee members must be
non-executive directors, and if a committee has only two members then
they must both be non-executive directors.
The compensation of members of the BoD and managers must be
in writing and approved by the General Assembly. The corporate com-
pensation policy must be included on the company website. The inde-
pendent BoD members shall not be compensated with profit share,
share options or performance based compensation plans; their com-
pensation must be realized in a manner that will maintain their inde-
pendence.
Conclusion
The Communiqué consists of guidance principles rather than
obligatory rules. Nevertheless, issues that bear importance for the
maintenance of transparency and accountability are regulated with
obligatory provisions, and transactions that may be risky are subject to
public disclosure rather than prohibition.
However, companies must pay attention to these rules, as non-
compliance may result in the cancellation of the relevant transaction,
and therefore the nullification of the resolutions of decision making
bodies for procedural non-compliance; for example, regarding the
assembly of the relevant body.
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