NEWSLETTER-2019-metin

8 NEWSLETTER 2019 Privilege to be Represented on the Board of Directors* Att. Ozgur Kocabasoglu According to Article 360 of Turkish Commercial Code No. 6102 (“TCC”), in joint-stock companies, provided that it is stipulated in the articles of association, a right to be represented on the Board of Direc- tors may be extended to certain share groups, as well as to shareholders forming a certain group with their characteristics and qualifications, or to minority. There is no difference between the members of the Board of Directors to be appointed in accordance with Article 360 of the TCC and the other elected members, in terms of rights and obliga- tions. Members proposed by certain share groups cannot act on the orders and instructions of these groups 1 . However, it is possible for the proposed member to protect the interests of the related share group, only if he/she gives priority to the interests of the company 2 . Certain Share Groups In practice, privilege is granted to share groups by dividing the shares into (A) and (B) groups, and inserting a provision in the articles of association; for example, a joint-stock company with a three-person board of directors, such as “Two members of the Board of Directors shall be selected among the persons to be recommended by group (A).” In our legal system, it is not compulsory that a share group having privilege over rights, such as dividends, liquidation shares, preemp- tion rights or voting rights (Articles 478 and 479 of the TCC) enjoys the rights as regulated in Article 360 3 . The legislator accepts the con- cept of “group privilege” in the second paragraph of Article 360 of the * Article of May 2019 1 Karasu, Rauf : https://dergipark.org.tr/download/article-file/270563 . 2 Kırca, İsmail / Şehirali Çelik, Feyzan Hayal / Manavgat, Çağlar : Anonim Şirketler Hukuku V. I, 2013, p. 438. 3 Kırca, p. 427, fn. 104.