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Mandatory Corporate Governance Principles
The corporate governance principles made mandatory by the Communiqué are summarised below;
1. The number of board members shall not be less than 5 members.
2. The definition of a non-executive board member who will take office in the boards of directors of the company has been introduced, and it is obligatory that there are executive and non-executive members in the boards of directors and that the majority of the members of the board of directors must also consist of non-executive members.
3. There must be independent members among the non-executive board members.
4. The criteria for being an independent member have been determined, and the independent member to be elected to the board of directors must fulfil all of these criteria.
5. The number of independent members in the board of directors of the company shall not be less than one third of the total number of members and in any case the number of independent members shall not be less than two. For third group companies, it is stated that it is sufficient to have two independent board members.
6. The term of office of the independent members of the board of directors shall be three years and it is possible for them to be re-elected by re-nomination. Article 4.3.5. stipulating that the term of office of the independent board members shall be 3 years has been amended and the expression "the term of office of the independent board members shall be up to three years" has been included in order to ensure that the term of office shall be maximum three years.
7. A person who has been a member of the board of directors of the company for more than six years within the last ten years shall not be appointed as an independent member of the board of directors.
8. The board of directors is obliged to prepare the list of independent member candidates within the framework of the report of the Nomination Committee and send it to the Board at least 60 days before the general assembly meeting. The Board shall notify the company of its negative opinion, if any, on the list within 30 days, and the person on whom the Board has expressed a negative opinion shall not be presented to the general assembly as an independent member candidate.
9. In terms of the implementation of Corporate Governance Principles, "material transactions" have been listed, and material transactions cannot be carried out without the approval of the general assembly, and the approval of the majority of the independent members will be sought in the board of directors' resolutions related to such transactions. In the Communiqué, transfer of all or a significant portion of the assets of the companies, or establishment of rights in rem over them or leasing them, acquisition or leasing of a significant asset, granting privileges or changing the scope or subject matter of existing privileges, delisting from the stock exchange are considered as material transactions in terms of the application of Corporate Governance Principles.
However, the provision of Article 1.3.10 of the Principles, which stipulates that such transactions cannot be executed without the approval of the majority of the independent members of the board of directors in respect of the matters considered as material transactions for the implementation of the Corporate Governance Principles, has been abolished. In the event that the majority of the independent members do not approve the material transactions and the Company intends to execute such transactions despite the opposition of the majority of the independent members, the transaction must be submitted to the general shareholders' meeting for approval. In this case, the reasons for dissent of the independent board members must be immediately disclosed to the public, notified to the Board and read at the general shareholders' meeting.
10. The approval of the majority of the independent members shall be sought in all kinds of related party transactions of the companies and in the decisions of the board of directors regarding the granting of guarantees, pledges and mortgages in favour of third parties, and in case the majority of the independent members do not approve the said transaction, this situation shall be announced to the public within the framework of public disclosure regulations in a manner to include sufficient information regarding the transaction and the transaction shall be submitted to the approval of the general assembly.
11. All members of the audit committee and the chairmen of other committees shall be elected among the independent board members.
12. Principles of remuneration of board members and senior executives will be documented in writing and submitted to the shareholders as a separate item at the general shareholders' meeting.
13. In addition to the procedures stipulated by the legislation, the announcement of the general shareholders' meeting shall be made at least three weeks prior to the date of the general shareholders' meeting through all means of communication, including electronic communication, which will ensure reaching the maximum possible number of shareholders.
14. In addition, along with the announcement of the general shareholders' meeting, notifications and disclosures that the company is required to make pursuant to the legislation, as well as the detailed issues specified in the principle, shall be announced to the shareholders in a conspicuous manner on the corporate web site.