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interpreted in a similar manner for practical reasons under Turkish law
as well.
Distribution of Duties
Contrary to the ATC, the TCC regulates the transfer of manage-
ment and representation of the company in separate articles, and
introduces major changes with regards to both the internal distribution
of duties within the board and the delegation of duties to board
members or to third persons. In light of these provisions, the board of
directors may determine its own organizational structure, the manage-
ment, the distribution of powers and duties, and establish committees
if needed.
Chairman and Deputy Chairman
Pursuant to Art. 366/1 TCC, the board of directors shall elect a
chairman and at least one deputy chairman among its members each
year. Thus, the TCC enables the election of more than one deputy
chairman.
Committee and Commissions
The board of directors may establish committees and commissions
for the surveillance of operations and administration, in which the
board members may also participate (Art. 366/2). For example,
although the TCC abandoned the internal audit system, if an internal
audit is requested within a joint stock company, such an audit commit-
tee or commission may be established for this purpose. The establish-
ment of committees or commissions is at the sole discretion of the
board of directors. Nonetheless, Art. 378 TCC obliges companies traded
on a stock exchange to have a committee for early detection of risk.
The committees may comprise of members of the board of direc-
tors, however there is no such obligation foreseen under the code.
The establishment of commissions is different from the distribu-
tion of tasks among the members of the board of directors or from the
delegation of powers. The commissions and committees solely provide
for a structure which assists the decision making process of the board
of directors. Thus, contrary to the delegation of powers, there is no
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NEWSLETTER 2014