2016.ANA METIN ingilizce.01

les sociétés anonymes cotées en bourse

(Ordinance Regarding the

Excessive Compensation of the Managers in Listed Companies)

(“ORAb”) entered into force. The Draft legislates regulations intro-

duced by the ORAb, and also adopts certain new provisions.

In this respect, the general assembly shall determine direct or indi-

rect compensation paid to the board of directors’ members and other

managers. The general assembly shall adopt a resolution on compen-

sation (

indimnité

) every year, and such resolutions shall be binding

upon the company. In addition, the Draft determines certain types of

compensation that are prohibited, per se, or under certain circum-

stances (Art. 735c of Draft). Sign-on bonuses and non-compete

covenants are accepted by the Draft, provided that they fulfill certain

conditions provided by the Draft. Furthermore, the Draft and the

ORAb provide that compensation of managers in listed companies

shall be presented in the compensation report.

Pursuant to the TCC, financial benefits of the boards of directors’

members, such as attendance fees, remuneration, and premiums shall

be determined by the articles of association or General Assembly (Art.

394/1 of TCC), and the authority to determine such financial benefits

shall not be transferred (Art. 408/2/b of TCC). However, if such deci-

sion endangers the financial situation of the company, the minority

shareholders have only a small chance to prevent such decision from

being adopted. In addition, pursuant to the corporate governance prin-

ciples, compensation policies of the company shall be presented on the

website of the company (4.6.2 of Annex-1 of the Communiqué on

Corporate Governance). It is also provided that the remuneration and

all other financial benefits granted to the board of directors’ members

and executive managers shall be publicly disclosed via annual activity

report (4.6.5 of Annex-1 of the Communiqué on Corporate Governance).

However, beyond those stated, there are no other provisions in Turkish

Law stipulating any obligation to disclose the compensation of man-

agers, or to control excessive compensation. It should be noted that

NEWSLETTER 2015

For the text in German, please see:

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For the text in French, please see

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