Corporate governance principles, which are formed with the understanding that the institutionalization and good management of companies and businesses is an issue that concerns not only the shareholders and bosses but the whole public, as a system for regulating the distribution of powers and responsibilities between different bodies in order to manage partnerships in a controlled manner.
has emerged. Related to the Turkish Commercial Code numbered 6102 (“TCC”)
article, the authority to determine the corporate governance principles in public joint stock companies and to supervise the implementation of these principles is given to the Capital Markets Board. In parallel with this regulation in the TCC, corporate governance principles are also included in the relevant article of the Capital Market Law numbered 6362.
and the principles and procedures regarding independent board memberships will be determined by the Board.
For companies subject to capital market legislation, the number of members of the board of directors should be determined as at least five in a way that will enable the members of the board of directors to work efficiently, quickly and effectively, and the majority of these members should be non-executive members.
The success of the companies that will spread over a long time, and the environment of peace and trust
creation is important. For this reason, upon the appointment of the Board by the TCC, the Communiqué was issued as an annex within the scope of compliance with the CMB, and in order to ensure transparency and impartiality, it was obligatory to include independent members among non-executive board members. Within the scope of the annex, the qualification, term of office, appointment and establishment of the independence of independent members
special rules are stipulated.
Generally, shareholder members in companies become members of the board of directors due to the nature of the business. There are no specified special conditions that shareholders have to meet in order to be members of the company’s board of directors. However, those who will take part in such an important board that will shape the future of the company must have experience and knowledge in today’s tough competition conditions.
The duties of the executive bodies and the board of directors should be clearly separated in companies, and the executives should not be members of the board of directors at the same time.
Although, according to the Turkish Commercial Code, being an independent board member is not a legal obligation, according to the Capital Market Law, it is a necessity in public companies. As a matter of fact, in the Corporate Governance Communiqué published by the CMB, it is stipulated that the number of independent members in the board of directors cannot be less than one third of the total number of members and in any case the number of independent members cannot be less than two.
Independent members of the Board of Directors:
.The company is not a shareholder
.In the last five years, no partner, employee or member of the board of directors in any of the companies that provided significant services and products to the company
.In the last five years, companies in which the company purchases or sells services or products to a significant extent within the framework of agreements, including the audit (including tax audit, legal audit, internal audit), rating and consultancy of the company, during the periods of purchase or sale of services or products , is not a partner (5% or more), working in managerial positions to assume important duties and responsibilities or not being a member of the board of directors.
.Having professional education, knowledge and experience to properly fulfill the duties to be undertaken due to being an independent board member.
.Not working full-time after being elected as a member in public institutions and organizations, except for university faculty members, provided that they comply with the legislation they are affiliated with.
.To be built in Turkey, according to the Income Tax Law.
.To have strong ethical standards, professional reputation and experience that can make positive contributions to the company’s activities, maintain its impartiality in conflicts of interest between company partners, and make decisions freely by taking into account the rights of stakeholders.
.To be able to devote enough time to company affairs to be able to follow the operation of the company activities and to fully fulfill the requirements of the duties undertaken.
.Failure to be a member of the board of directors of the company for more than six years in the last ten years.
.The same person must not be an independent member of the board of directors in more than three of the companies in which the company or its shareholders who control the management control, and in more than five of the companies listed on the stock exchange.
In the board of directors of the company, there should also be people who open new horizons for companies, have a vision, can take fast and rational decisions, can direct the executive board in line with the vision of the company, and determine the strategy.
TCC ARTICLE 1529 – (1) In public joint stock companies, the principles of corporate governance, the principles of the board of directors’ announcement and the rating rules and results of the companies are determined by the Capital Markets Board.
(2) Provided that the approval of the Capital Markets Board is obtained, other public institutions and organizations may make limited regulations regarding corporate governance principles that may be valid only for their own fields.