Establishing Managements

Good management of companies or businesses is only possible with the correct formation of boards of directors. For this, the organization chart of the company must be set up correctly in line with the purpose and functioning of the company. Generally, the success or failure of the company is left on the general manager and the problems are tried to be solved, but this is not the right method. It is necessary to create a separate organization chart according to the needs of each enterprise and the line of business in which it operates, and the authorities and responsibilities of each unit in the organization chart must be determined separately and transparently. Businesses often want to impose responsibility without authorization. Such a situation reduces the chances of company managements to be successful.
In order to create an organization, it is necessary to analyze the structure of the enterprise, evaluate the current situation, determine the weaknesses, bottlenecks and inefficiencies of the system.
When creating the scheme, the position should be determined not according to the person, but according to the job. A sustainable organizational chart should be created by considering the strategic management plan, process management and performance management principles.
After the correct organizational chart has been created, the people to be assigned within the units should be selected correctly and their authorities and responsibilities should be determined and their motivation should be kept high.

Duties, Powers and Obligations of the Board of Directors and Managers

In accordance with the Turkish Commercial Code, the board of directors and the management in the field assigned to it are authorized to take decisions on all kinds of business and transactions that are necessary for the realization of the business subject of the company, except for the matters that are left to the authority of the general assembly in accordance with the law and the articles of association.
The inalienable and inalienable duties and powers of the board of directors are as follows:

.Senior management of the company and giving instructions regarding them.

.Determination of the management organization of the company.

.Establishing an accounting, financial audit and financial planning system to the extent required by the company management.

.Unless there is an aggravating provision in the articles of association, meeting with the majority of the total number of members and taking decisions with the majority of the members present at the meeting.

.In the meetings, all members of the board of directors, persons assigned with the management of the company and committees are obliged to provide information

.Keeping the share book, board of directors resolution and general assembly meeting and discussion books, preparing and submitting the annual activity report and corporate governance statement to the general assembly, preparing the general assembly meetings and executing the general assembly resolutions.

In accordance with the Turkish Commercial Code, the management and representation of limited companies are regulated by a company contract. Management and representation can be given to one or more partners who have the title of manager, or to all partners or third parties. At least one partner must have the right to manage and represent the company. Managers are authorized to take decisions and execute decisions on all management matters that are not left to the general assembly by law or company contract.
The main duties and powers of directors are as follows:

.Managing the company at a high level and giving the necessary instructions.

.Determination of the company management organization within the framework of the law and company contract.

.Establishing an accounting, financial audit and financial planning system to the extent required by the company management.

.The executives and people in charge of management show all their care in their duties and observe the interests of the company within the framework of the principle of honesty.

.Avoiding any activity that creates competition with the company, unless otherwise stipulated in the articles of association or all other partners have given written consent.

.Preparation of company financial statements, annual activity report and, if necessary, group financial statements and annual activity report.

Legal and Criminal Responsibilities of the Board of Directors and Managers

In addition to the duties, powers and obligations of the board of directors and managers, they also have legal and criminal responsibilities arising from their representation of the company.
Although the responsibilities of the representation and management bodies in both types of companies are largely similar, there are also distinctive differences between them.
Pursuant to the Turkish Commercial Code, if the members of the board of directors and managers violate their obligations arising from the law and the articles of association, they are liable to the company, the shareholders and the creditors of the company. This framework drawn by the law determines the general responsibility status of the representation and management body of both types of companies.
When the two types of companies are compared in terms of legal and criminal liability, two main differences stand out:

A. In terms of personal liability:

.In joint stock companies, it is possible to choose to give the representation and administration authority to one or more of the partners or not to any of them. By appointing a third party authorized in terms of representation and administration of the company, the partners are exempted from management responsibility and can thus be freed from legal and criminal liability personally.
.In limited companies, it is possible to assign the representation and administration authority to one or more of the partners or not to any of them. However, the obligation of at least one partner to have the management and representation authority of the company eliminates the possibility for the relevant partner to avoid legal and criminal responsibilities that come with managerial authority.

B. In terms of public debt:

In joint stock companies, the board of directors, which has the authority to represent and manage, is responsible for public debts. For this reason, all kinds of legal and penal sanctions arising from public debt will be directed to the board of directors. The responsibilities of the partners are limited to the capital shares they have committed, and it consists of this.
In limited companies, the partners are directly responsible for the public receivables that cannot be collected from the company in whole or in part or understood to be uncollectible, in proportion to their capital shares. The responsibility of the partners also includes their personal assets.

Exceptions to exemption from liability of board members who have transferred their representation and management authority

In practice, the board of directors delegates the management authority to one of the shareholders or a manager in order to create a more professional management organization. In this way, all management powers (except non-transferable rights) are transferred to the person or persons selected to be responsible for the entire operation of the company.
Patrol of management authority, the board of directors is exempt from liability arising from the actions and decisions of persons elected as directors, except in a few exceptional cases.
The exceptions mentioned are as follows:

.Investigation of whether the person to be given management authority has the competence to carry out company activities.

.Supervision of the decisions taken and transactions made by the manager

.Preventing transactions and activities that may harm the company and removing the responsible person from all management duties immediately.

If the board of directors does not fulfill the oversight obligations mentioned above, the members of the board of directors will be jointly responsible for the damages arising from the acts of the person assigned to the management.

Call Now Button