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authorities of the board of directors, transferred authorities, definitions
of the management duties and work flow charts, along with hierarchi-
cal reporting structure. Actually, the internal directive, presenting the
management process, renders the job definitions, which are mostly
designated by companies in order to meet the ISO Quality Certificate
requirements, as applicable, rather than being non-functional.
“Representation structure against third parties,” on the other hand,
resembles a signature circular. The mere difference here is that the rep-
resentation authorities become evident, as opposed to managerial
duties. For instance,
one of the duties that falls within the job definition
of the finance director, which is the investigation of appropriate loans,
constitutes
the managerial duty, and the signature on the loan agree-
ment constitutes the representation duty. It is possible to restrict the
representation authority to be granted via an internal directive, in terms
of subject and monetary amount (
for instance: it is possible to limit the
authority in the loan agreements to be signed to a certain degree or
according to the type of the loan
).
What is an internal directive not comprised of?
As mentioned earlier in the introduction of the article, an internal
directive may serve as a vehicle for institutionalization. In furtherance
of this view, Trade Registries also state that only duties and authorities
shall be mentioned in the internal directive, but no authorizations shall
be made by name. Therefore, the representation authorities of the Store
Manager shall be designated under the internal directive, but not the
authorities of Mr. Ahmet the Store Manager. As it is noted, below,
authorization by name shall separately be made via a board of direc-
tors’ resolution (for joint stock companies) or board of managers’ res-
olution (for limited liability companies).
Can a limitation be made in the internal directive in terms of
subject and amount?
The answer to such question is both yes and no. If authorities as
found in the internal directive are appointed to the designated duties,
then all kinds of limitations may be made for these persons. However,
it is not possible to set forth limitations with regard to authorized per-
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