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Delegation of Duties of the Board of Directors
*
Prof. Dr. H. Ercument Erdem
Introduction
The Turkish Commercial Code No. 6102
1
(“TCC”) materially
deviates from the abrogated Turkish Commercial Code No. 6762
(“ATC”), especially concerning the authorities and responsibilities
of the board of directors. The TCC introduces important novelties
governing the duties and authorities of the board of directors, and
defines inalienable and nontransferable duties. There are important
changes and innovations such as the separation of the top management
and the day to day administration of the company, and the new system
of delegation of powers. The board is now authorized to adopt any
decision in order to realize any act falling within the scope of company
activities.
The March 2011 newsletter article assessed in general the innova-
tions which the TCC introduced concerning the board of directors
2
.
This article will focus on the duties and authorities of the board of
directors, as well as the delegation of such powers.
Nontransferable Duties
In General
The duties and powers of the general assembly and the board of
directors and their distribution among the bodies of joint stock
*
Article of May 2014
1
Published on the Official Gazette dated 14 February 2011 and no. 27846, and entered into force
on 1 July 2012.
2
Ercument Erdem
, Innovations in the Board of Directors of Joint Stock Companies,
http://www.erdem-erdem.av.tr/en/articles/innovations-in-the-board-of-directors-of-joint-stock-companies/ (accessed on 3 June 2014).