NEWSLETTER-2019-metin

50 NEWSLETTER 2019 Communiqué on Dividends The Communiqué on Dividends numbered II-19.1 (“Communi- qué”) has been prepared and issued in reliance upon Articles 19 of the CML and published in the Official Gazette dated 23.01.2014 and num- bered 28891. The purpose of the Communiqué is to set down the pro- cedures and principles to be followed by corporations in distribution of dividends and in the determination of dividend distribution policies. Profit distribution proposal of the board of directors or decision of the board of directors regarding distribution of dividend advances of the publicly traded companies are disclosed to public, together with a profit distribution statement or a dividend advance distribution state- ment the format and contents of which are determined by the CMB, within the frame of regulations of the CMB pertaining to public dis- closure of material events. Article 4 of the Communiqué establishes the minimum content of the dividend distribution policies to be determined by public compa- nies. In this regard, it shall be determined whether the company will or will not distribute dividends and the terms and time of these payments. If public companies intend to amend their policies, they shall disclose the decision of the board of directors regarding such revision, and the reasons of revision to the public. There are discussions about the legal nature of dividend distribution policies. According to one view, such policy is a declaration of intention that grants a right to claim to the shareholders. Another view qualifies this declaration as a legal undertaking 5 , yet there are other views that assert that this is only an envisioning of the future 6 . For payment of dividends to privileged shareholders, beneficial interest certificates, members of board of directors, employees and other non-shareholders, this should be allowed by the terms of the articles of association of the corporation. Non-publicly held companies are regulated under Article 7 of the Communiqué. Therefore, the dividend distribution of publicly held 5 Karacan/ Erişir Karacan, p. 220. 6 Çonkar, Dr. M. Halil : Halka Açık Anonim Ortaklıklarda Kâr Payı Hakkına İlişkin Bazı Meseleler, 2017, p. 672.