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es for a one year-period. The shareholders may request a copy of the
statement of income and balance sheet, and the expenses shall be cov-
ered by the company.
The TCC enables shareholders to exercise their right to request
information through the website of the company if that company is
under the obligation to create a website. In practice, companies do not
make the relevant documents available, as the shareholders do not go
to the company’s registered office to examine the relevant documents.
In order to prevent any violations, the draft provision setting the forth
disclosure of the financial statement and board of directors’ annual
activity report for 3 years on the website of the company was thought
to be the best solution. However, the draft was amended, and the scope
of documents required to be disclosed was limited. As a result, the
level of transparency is reduced.
It should be noted that due to the explicit provision on the inalien-
able character of the right to request information and examination, the
resolutions of general assembly adopted by way of violation of the
right of examination shall be deemed null and void. Whereas a viola-
tion of the relevant right during the enforcement period of Abrogated
Commercial Code (“ACC”) is deemed as an individual non-
compliance in the event of an action to void the general assembly’s
resolution
1
.
Right to Request Information at the General Assembly Meeting
Another aspect is the shareholders’ right to request information
from the auditors and board of directors’ members at the general
assembly meeting. Pursuant to Article 437/2 of the TCC, shareholders
may request information on the company’s businesses from the board
of directors, and the manner as to the method of audit that was con-
ducted by the auditors.
The exercise of the right to request information is not subject to
any prior condition of being necessary for the exercise of the other
shareholding rights. For instance, the information does not have to be
24
NEWSLETTER 2015
1
Ünal Tekinalp
, Sermaye Ortaklıklarının Yeni Hukuku, 4. Bası, İstanbul 2015, p. 321, para. 14-
73.