NEWSLETTER-2019-metin

16 NEWSLETTER 2019 The internal directive, the second step in the delegation of rep- resentation authority, regulates the management and representation of the company; it identifies the tasks required for this purpose and, in particular, determines with whom the persons are connected and obliged to provide information. In the provision, no form requirement was stipulated for internal directives; however, it is made in writing, considering that the board decisions are subject to written form in ac- cordance with Article 390 of the TCC. The authority to issue internal directives cannot be transferred since it is included in the authority of the board of directors to determine the management organization. The internal directive should not specify the persons to whom the repre- sentation authority will be delegated. This will lead to an increase in the workload, since this will mean the preparation of a new internal directive if the authorized persons change. Registration and announcement of the internal directive is not required; the board of directors shall inform the shareholders and creditors who convincingly demonstrate their interest worthy of pro- tection on this internal directive, in writing, and upon request. The law has adopted the presumption that shareholders have an interest in protection. The only limit for shareholders to exercise this right is the prohibition of abuse of right 4 . Appointment of Limited Authorized Representative As mentioned above, Law No. 6552 has added a new paragraph to the end of Article 371 of the TCC, as follows: “Article 371 (7) “In addition to representatives set out above, the Board of Directors may appoint board members not having the autho- rity to represent, or persons who have an employment contract with the company, as a commercial agent with limited authority, or as another merchant assistant. Duties and powers of those so appointed will be expressly determined in the internal directive to be drafted in accordance with Article 367. In this case, registrati- on and announcement of the internal directive will be obligatory. Commercial agents and other assistants to merchants may not be 4 Kırca, İsmail / Şehirali Çelik, Feyzan Hayal / Manavgat, Çağlar : Anonim Şirketler Hukuku, V. 1, Ankara 2013, p. 608.