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Related Party Transactions under Capital
Markets Legislation
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Att. Nilay Celebi
Capital Markets Law No. 6362, the Communiqué on Corporate
Governance Principles II-17.1 (“Communiqué”) and the relevant regu-
lations issued by the Capital Markets Board (“CMB”), regulate related
party transactions of public companies. There are certain principles set
forth in the capital markets legislation that establish how to conduct a
related party transaction. Disclosures to the public should be made via
the Public Disclosure Platform (“KAP”) for entering into such a trans-
action.
Related party transactions are defined under the Turkish
Accounting Standards and spouses, company controlled directly or
indirectly, parent / holding company, subsidiary, associates of the hold-
ing company, key directors are considered as related parties.
Capital Markets Law No. 6362
A general rule for executing a related party transaction is deter-
mined under Art. 17/3 of the Capital Markets Law No. 6362. As per
said provision, prior to the related party transaction, the principles of
which shall be determined by the CMB (see below explanations under
the Communiqué), public companies should adopt a board of direc-
tors’ decision, which determines the principles of the transaction to be
conducted. The approval of the majority of independent members is
required for the implementation of the relevant board of directors’
decisions. If a majority of the independent members disapprove the
transaction in question, it must be disclosed to the public on the Public
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NEWSLETTER 2014
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Article of September 2014