43 / 522
There are no specific provisions on the preparation of a compen-
sation report, or on the request of information regarding the compen-
sation of the directors at general assembly meetings. Therefore, share-
holders are only entitled to obtain the relevant information within the
scope of the general provisions of the right to request information. In
addition, neither the TCC, nor capital markets legislation, sets forth
any provision on the disclosure of information on compensations.
Some scholars state that the absence of such a provision is a deficien-
cy considering the fact that such excessive compensations may affect
the financial situation of the company
5
. On the other hand, the
Communiqué on Corporate Governance (“Communiqué”) Annex-1
4.6.2 provides that companies’ compensation policies shall be present-
ed on the related websites of the companies. Additionally,
Communiqué Annex-1 4.6.5 sets forth the disclosure of the compensa-
tion granted to the board of directors’ members and directors having an
administrative personal liability by way of disclosure of the annual
activity report. As a result, shareholders may obtain the relevant infor-
mation through the company’s website and by way of annual activity
report.
A specific provision on the relevant issue may assure better pro-
tection for the shareholders. Shareholders’ access to the information on
compensation is essential in order to file a lawsuit for nullity of the
general assembly’s resolution that violates the principle of protection
of the capital (TCC Art. 447/1, c) and to initiate the liability of the
board of directors’ members in executing resolutions that grant exces-
sive compensation to its directors
6
.
Lawsuit Regarding the Request of Information and
Examination
Pursuant to Article 437/5 of the TCC, the shareholder who did not
obtain the relevant information, is entitled to file a lawsuit before the
commercial court of first instance located at the registered Office of the
company if his/her right to request information is ignored, unlawfully
rejected or suspended.
COMMERCIAL LAW
27
5
Işık Özer
, Anonim Şirket Yöneticilerinin Mali Hakları, Ankara 2013, p. 358.
6
Özer
, p. 384.