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Disclosure Platform (“KAP”) and the transaction must be submitted to
the general assembly for approval. In such a case, no meeting quorum
is required and the parties of the transaction and related parties cannot
vote in the general assembly. The resolutions are taken by a simple
majority vote. The resolutions of the board of directors and general
assembly not adopted in accordance with the aforesaid principles shall
be deemed void.
Communiqué on Corporate Governance Principles, II-17.1
Transactions to be Conducted with Related Parties
As per Art. 9 of the Communiqué, companies and their sub-
sidiaries shall adopt a board of directors’ resolution determining the
principles of the transactions before conducting transactions as set
forth below in Part 1 and Part 2 with the related parties:
Part 1:
In case;
a) the proportion of the transaction cost to total assets calculated
pursuant to the last financial statements disclosed to the public
or the revenue sum constituted pursuant to the last annual
financial statements disclosed to the public or the company
value calculated by using the arithmetic ratio of the weighted
average prices adjusted daily for six months before the date of
the board of directors’ resolution, as a base, in transactions sim-
ilar to asset and service procurements and transactions of
responsibility transfer between companies, their subsidiaries
and the related parties; or
b) the proportion of the transaction cost (the net book value if it is
higher) to the total assets calculated pursuant to the last finan-
cial statements disclosed to the public or revenue sum consti-
tuted pursuant to the last annual financial statements disclosed
to the public or company value calculated by using the arith-
metic ratio of the weighted average prices adjusted daily for six
months before the date of the board of directors’ resolution, as
a base, in transactions similar to asset and service sales
between companies, their subsidiaries and the related parties;
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