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liquidation shares, they may participate general assembly meetings,
vote in general assembly meetings, have right to be informed, and
examine, demand special audits, initiate a process for annulation of the
General Assembly’s resolutions, and have minority rights. However,
holders of investment shares are only entitled to dividends and liqui-
dation shares, and the holders shall neither participate in the general
assembly meeting, nor vote in the General Assembly. None of the
holders of these shares have a pre-emption right.
Direction and the Services Permitted to be Procured by Other
Entities
Election and operation of the board of directors is subject to the
relevant provisions of the Turkish Commercial Code (“TCC”).
Nevertheless, the Communiqué sets forth certain qualifications to be
fulfilled by the board of directors’ members.
In accordance with Art. 60/1 of the Communiqué, the ICVC’s port-
folio shall be managed by a portfolio management company. However,
Art. 60/2 provides that services such as inspection, intern control,
accounting and operation may be provided by investment companies;
services regarding a risk management system may be provided by the
investment companies or other specialized companies authorized by
the Board, provided that the board of directors controls and supervises
such activities. In addition, abovementioned activities may also be pro-
vided by a portfolio management company, provided that these com-
panies have the relevant departments. Furthermore, in order for the rel-
evant activities and relevant personnel to be procured by other entities,
a special provision shall be included in the articles of association and
the board of directors shall adopt a resolution.
Application of the TCC
Pursuant to Art. 91/2 of the Communiqué, “
the provisions of the
TCC regarding share capitals in joint stock companies, the amount of
minimum capital, minimum content of the articles of association, cap-
ital contribution in kind, nominal value, acquisition of the company’s
shares by the company itself, capital increase and decrease procedure,
share subscription and payment of the share price, restrictions on
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NEWSLETTER 2015