TÜRKIYE Law and Practice Contributed by: Selim Keki, Çisem Altundemir and Erkin Tuzcular, Balcıoğlu Selçuk Eymirlioğlu Ardıyok Keki Attorney Partnership
Examples of some mandatory requirements are: • establishing an investor relations department; • appointing a certain number of independent board members; • establishing certain committees such as the audit committee, the corporate governance committee, and the early detection of risks committee; • disclosing certain policies such as the remu - neration policy for board members and executives; • adhering to limitations imposed on related- party transactions; and • adhering to limitations imposed on the establishment of pledges, or the granting of guarantees, on assets owned by listed com - panies. Examples of non-mandatory principles that can be followed are: • adhering to sustainability principles; • not appointing the same board member to more than one committee; and • providing, in the articles of association of the company, for clear separation between the authorities of the chairman of the board of directors and those of the chief executive officer. Following these principles is voluntary, but non- compliant companies must provide an explana - tion for not doing so, in their annual corporate governance compliance reports. In addition to corporate governance require - ments regulated under the Communiqué, both public and non-public companies that have issued capital markets instruments except shares to the Turkish market must make certain public disclosures. Public disclosure require -
ments are regulated under the Special Events Communiqué numbered II-15.1.
2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance In Türkiye, regulatory updates and compliance measures are tailored to address the country’s unique economic challenges and conditions, including managing economic volatility. Sig - nificant efforts have also been made to align the country with the EU Green Deal. Green/ sustainability reporting standards were made mandatory for large companies. Strides have been taken on the digital transformation front, including the “National Technology Move” , which aims to boost technological innovation and self-sufficiency, and various e-government projects aimed at modernising public services and enhancing digital governance. Additionally, efforts to improve board diversity and inclusion, such as increasing the representation of women and minorities on corporate boards, are designed to reflect Türkiye’s specific cultural and social norms. Moreover, impact investing is becom - ing a hot topic amongst Turkish venture capital and capital markets circles. Another remarkable update is that the CMB has introduced regu - lations for the crypto-assets sector, subjecting crypto-assets companies intending to operate in Türkiye to high corporate governance standards similar to those imposed on financial institutions. 2.2 ESG Considerations While many companies voluntarily adopt inter - national standards, such as those of the Global Reporting Initiative or Sustainability Accounting Standards Board, to enhance their credibility and transparency, Türkiye introduced its own green/sustainability reporting standards in 2023. Companies listed in the applicable scope must
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