NEWSLETTER-2019-metin

10 NEWSLETTER 2019 votes can be considered as a minority 7 . Clear definition of minority in the articles of association is important. It is also stated in the Code’s preamble that it is not enough to mention the percentages to determine minority status; instead, the numbers of share certificates are a bet- ter criterion in terms of distinction. However, it is also stated in the doctrine that as this method already forms a certain share group, the aim of the legislator is not to create a third group, but to state that the right to be represented on the board of directors can be granted to “minorities” in a broad sense 8 . Selection of the Members of the Board of Directors from amongst Specific Shareholders and the Right to Recommend Candidates to the Board of Directors Article 360 of the TCC states that “… as election of members of the board of directors from shareholders forming a certain group, certain share groups and minority may be stipulated in the articles of association, the right to recommend a candidate for membership to the board of directors may be provided, likewise”. As is clear from this provision, it is possible to grant the right to be represented on the board of directors through two methods. As election of members of boards of directors from shareholders forming a certain group, certain share groups, and minority may be stipulated in articles of association, the right to recommend a candidate for membership to the board of directors may be provided, likewise. However, as these persons cannot be given the authorization to directly appoint members of the board of directors, it is also possible that the general assembly does not elect the candidate recommended by holders of privilege for justified reasons (for example, the candidate’s lack of competence and personal qualifications, close relationship with competitors, the person’s legal capacity, the financial status, the restraints of election in Article 363/2 of the TCC, or non-compliance with the qualifications set out in the articles of association ) 9 In accordance with the Turkish Commercial Code, it is possible to stipulate the right to be represented 7 Pulaşlı , p. 400; Kırca / Şehirali Çelik / Manavgat , p. 430. 8 Kırca , p. 431. 9 Erdem, Ercüment : Türk Ticaret Kanunu ile İlgili Makaleler (2009-2016), On İki Levha Yayıncılık 2017, p. 381