Contact: Att. Revan Sunol; Erdem & Erdem (Turkey)
In accordance with the provisions of the Turkish Commercial Code No. 6102 ("TCC") and the Capital Markets Law No. 6362, the Communiqué on Corporate Governance II No:17.1 ("Communiqué") which abolished the Communiqué on the Determination and Implementation of Corporate Governance Rules (Series IV, No. 56) and the Communiqué on Principles to be Complied with by Joint Stock Companies subject to the Capital Markets Code (Series IV, No. 41), was published in the Official Gazette dated 03.01.2014 and numbered 28871. Other provisions of the Communiqué have been examined in our Newsletter article entitled "Communiqué on Corporate Governance I" and therefore, the subject of this Newsletter article is exclusively the examination of the principles prescribed in the Communiqué.
Introduction
The Communiqué provides the corporate governance principles within its Annex-1 following the regulations of security issues by companies and transactions of related parties. It shall not be considered obligatory to follow all the principles as some of them are merely meant for guidance. The compulsory principles are enumerated in the Communiqué and these are mostly related to the protection of shareholders rights and the functioning of company decision maker mechanisms, especially the Board of Directors, in a transparent, independent and accountable manner. Where there is a violation of the compulsory principles, the Capital Markets Board ("the Board") has the authority to take measures to enforce compliance with the principles and to seek cancellation of the relevant transaction.
