Organ Control

There are two systems for the supervision of joint stock companies within the scope of TCC. The first is TCC Art. “Independent
audit, which is described as “audit”, and the second one is TCC Art. It is the inspection specified in the provision 397/5 and qualified as “ministerial inspection”. Legislator in terms of independent audit
It attaches great importance to the independence and impartiality of the auditor and has included regulations for this within the scope of the law. TCC Art. Audit regulated in the provision of 397/5;
It is different from the audit regulated by the “Regulation on the Inspection of Trade Companies by the Ministry of Customs and Trade” published in the Official Gazette dated 28.08.2012 and numbered 28395 and covering all trade partnerships. TCC Art. The supervision within the scope of 397/5 will be organized by an administration to be issued by the Presidency.
With the TCC, auditors can only be partners, certified public accountants or independent accountants financial advisors.
It can be an independent auditing firm holding the title. Auditors are not a company body. Medium and small sized joint stock companies may elect one or more certified public accountants or independent accountants as auditors.
TCC ARTICLE 397 – (1) Financial statements of joint stock companies and group of companies subject to audit pursuant to the fourth paragraph are prepared by the auditor for Public Oversight, Accounting and Auditing.
Standards Authority complies with international auditing standards issued by the Auditing Standards inspected according to Turkey. It is also within the scope of the audit whether the financial information included in the annual report of the board of directors is consistent with the audited financial statements and whether they reflect the truth. (2) Those subject to audit must clearly state whether their prepared financial statements have been audited or not, and if audited, the auditor’s opinion in the title of the relevant financial statement. This provision is also applied to the annual activity report of the board of directors. The financial statements that are not audited and the annual activity report of the board of directors are deemed unregulated. (3) If the financial statements of the company and the group and the annual report of the board of directors have been changed after the submission of the audit report.
and if the change may affect the audit reports, the financial statements and the annual activity report of the board of directors are re-audited within the framework of the first paragraph. Re-inspection and
the result of this is disclosed exclusively in the report. Appropriate annexes reflecting the re-audit are included in the auditor’s opinion. (4) Companies subject to audit within the scope of Article 398 Ministers
It is determined by the board. (5) Joint stock companies that are not covered by the fourth paragraph and cooperatives within the scope of Law No. 4572 and their higher organizations that are not subject to independent audit are audited in accordance with the provisions of this paragraph. The procedures and principles regarding the audit and the qualifications, ethical principles, duties and powers, election, dismissal or resignation of the auditors who will perform the audit pursuant to this paragraph; the content of the audit and audit reports and the report to the general assembly
The issues regarding their submission are regulated by the regulation prepared by the Ministry of Customs and Trade and to be issued by the Council of Ministers. The provisions of the law regarding the responsibility of the auditor are also applied by analogy to the auditors who will make an audit in accordance with this paragraph. (6) It is considered that the financial statements and the annual activity report of the board of directors of those who were subject to audit within the scope of the fifth paragraph but did not have the said audit.

ARTICLE 398 – (1) Auditing of the financial statements of the company and the group and the annual activity report of the board of directors; inventory, accounting and Turkey Auditing Standards of the extent of internal audit required by this Chapter shall mean the 378’s of reports issued in accordance with article and 397 article is control of the board’s annual report within the framework of the first paragraph. This audit, Turkey Accounting Standards, the law and the articles of association relating to the financial statements
It also includes examining whether the provisions are followed or not. Auditing is carried out in accordance with the principles set by the Public Oversight, Accounting and Auditing Standards Authority, in accordance with the requirements of the auditing profession and with care. The audit is conducted in a manner that honestly indicates whether the assets, assets and financial status of the company and the group are reflected in accordance with the honest picture principle within the meaning of Article 515, and if not, the reasons.
ARTICLE 400 – (1) The auditor is a certified public accountant who has been licensed in accordance with the Independent Accountant Financial Advisory and Sworn Financial Advisory Law No.
individuals and / or partners who have the title of consultant or independent accountant financial advisor and authorized by the Public Oversight, Accounting and Auditing Standards Authority and / or their partners may be a capital company consisting of these persons. In the presence of any of the following cases, the person or persons working with the sworn financial advisor, independent accountant financial advisor and / or capital company and one of their partners and their partners or whom the persons referred to in this sentence work with,
can’t. Namely, one of those mentioned in the previous sentence; a) Is a shareholder in the company to be audited, b) If he is a manager or employee of the company to be audited or has held this title within three years prior to his appointment as auditor, c) Legal representative or representative of a legal entity, a commercial company or a business enterprise that has a connection with the company to be audited, the board of directors is a member, manager or owner, or owns more than twenty percent of them, or the management of the company to be audited
d) Has a relationship with the company to be audited or works in a business with more than twenty percent of shares in such a company, or will be an auditor
If he / she serves in any way with a real person who has a share of more than twenty percent in the company, e) In keeping the books or financial statements of the company to be audited.
f) The natural or legal person or his / her legal person who cannot be an auditor according to subparagraph (e) because he / she has been operating or contributing to the company to be audited in keeping the books or issuing the financial statements.
If it is the legal representative, representative, employee, board member, partner, owner or himself as a real person of one of its shareholders, g) works with an auditor who cannot be an auditor because he meets the conditions stated in subparagraphs (a) to (f), h) Final If, within five years, more than thirty percent of his entire income arising from his professional activity related to auditors has obtained from the auditing and consultancy activities given to the company to be audited or to companies that have participated in it with more than twenty percent share and he is expected to obtain it in the current year, he cannot be an auditor. (2) The auditor who has been elected as an auditor for a total of seven years for the same company within ten years shall be appointed as auditor unless three years have passed.
cannot be re-elected. Public Oversight, Accounting and Auditing Standards Authority
It is authorized to determine the procedures and principles regarding its implementation and to shorten the periods specified in this paragraph.
(3) The auditor, apart from tax consultancy and tax audit, provides consultancy or
can not provide services or do this through a subsidiary company.
Which companies (organizations) will be subject to independent audit, limits in being subject to independent audit?
in the Official Gazette dated 26 May 2018 and numbered 30432, and the Independent Audit number 2018/11597.
The Decree of the Council of Ministers on the Determination of Natural Companies was published. In this context, the decision in question
Since it is the last published decision, this decision is required to determine whether it is included in the scope of independent audit.
must be applied.
Within the framework of these explanations, as of 01.01.2018, companies are subject to independent audit and
The criteria to be considered in the evaluation of their absence are presented below.
1) Entities Declared as Subject to Independent Audit List
The companies listed in the annex are subject to independent audit without observing any criteria.

2) General criteria for being subject to independent audit
Except for the companies that are listed to be subject to independent audit, and the following three
All companies exceeding the threshold values ​​of at least two of the criteria in two consecutive fiscal periods are subject to independent audit.
is subject.
* Total assets 35 million Turkish Liras. (Previous Amount: 40 million TL and above)
* Annual net sales revenue of 70 million Turkish Liras. (Previous Amount: 80 million TL and above)
* 175 employees (annual average). (It was 200 and above before)
3) Capital market instruments are traded in an exchange or other organized markets.
companies that do not see but are deemed to be open to the public within the scope of the CMB
Capital market instruments are not traded in a stock exchange or other organized markets, but the CMB
The threshold values ​​of at least two of the following three criteria, which are considered to be open to the public within the scope of the
Companies exceeding the period are subject to independent audit.
* Total assets are 15 million Turkish Liras.
* Annual net sales revenue of 20 million Turkish Liras.
* The number of employees is 50 people.
4) Companies listed in the attached list (II)
Among the companies listed in the list (II) attached to the KGK Decision and given below, the following three criteria
Those who exceed the threshold values ​​of at least two of them in two consecutive accounting periods are subject to independent audit.
* Total assets are 30 million Turkish Liras.
* Annual net sales revenue of 40 million Turkish Liras.
* The number of employees is 125 people.

LIST NUMBER I
1) Of the companies subject to the regulation and supervision of the Capital Markets Board pursuant to Law No. 6362;
a) Investment institutions,
b) Collective investment institutions,
c) Portfolio management companies,
ç) Mortgage finance institutions,
d) Asset leasing companies,
e) Central clearing institutions,
f) Central depository institutions,
g) Data storage organizations,
ğ) Rating agencies,
h) Valuation institutions,
ı) Capital market instruments are traded or traded in an exchange or other organized markets
a prospectus or issue with a validity period approved by the Capital Markets Board for viewing
joint stock companies with certificate,
i) Shares without public offering although not traded in a stock exchange or other organized markets
issuer of capital market instruments (account to which the capital market instruments they issue are redeemed
period) or the validity period approved by the Capital Markets Board for this purpose
joint stock companies with an export certificate.

1) Banking Regulation and Supervision in accordance with the Banking Law No. 5411 of 19/10/2005
Of the companies subject to the regulation and supervision of its institution;
a) Banks,
b) Rating agencies,
c) Financial holding companies,
ç) Financial leasing companies,
d) Factoring companies,
e) Financing companies,
f) Asset management companies,
g) Having qualified shares in financial holding companies as defined in Law No. 5411
companies.
2) With the Insurance Law No.5684 of 3/6/2007 and the Individual Law No. 4632 of 28/3/2001
Insurance, reinsurance and
pension companies.
3) Permitted to operate in Borsa Istanbul markets; authorized institutions, precious metals
brokerage firms, companies engaged in precious metal production or trading.
4) Licensed warehouse established according to the Agricultural Products Licensed Warehousing Law No. 5300 dated 10/2/2005
companies and the general stores established in accordance with the Public Stores Law No.2699 dated 11/8/1982
Malls.
5) Media service provider organizations that have at least one of the following rights or licenses:
a) The right to broadcast national television from the terrestrial environment.
b) Satellite television broadcasting license.
c) Cable television broadcasting license for more than one.
LIST NUMBER II
1) At least 25% of its capital to professional organizations, trade unions, which qualify as public institutions,
Companies that directly or indirectly belong to foundations, cooperatives and their parent organizations.
2) Companies that publish daily newspapers throughout the country.
3) Electronic Signature Law No. 5070 dated 15/1/2004, excluding call center companies,
Electronic Communications Law No.5809 of 5/11/2008, Mail No 6475 of 9/5/2013
Information Technologies and Communication within the scope of the Law on Services and Article 1525 of the Law No.6102
Companies whose institution is subject to regulation and supervision.
4) Obtaining a license, certificate or authorization certificate from the Energy Market Regulatory Authority and
companies operating subject to their regulations.
5) Except for those included in list (I);
a) Inactive or whose activities are temporarily suspended or canceled (required articles of association
affiliates and companies, including those whose changes and similar procedural procedures have not yet been carried out
with the affiliates of the Savings Deposits and Insurance Fund (TMSF) and the repealed 4389 numbered
Within the scope of the Banking Law and Law No. 5411
Companies whose control and management has been taken over by the SDIF.
b) Decree Law No. 233 of 8/6/1984 on State Economic Enterprises
At least 50% of its capital with state economic enterprises and subsidiaries operating within the scope of
companies owned by municipalities.

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