TÜRKIYE Law and Practice Contributed by: Selim Keki, Çisem Altundemir and Erkin Tuzcular, Balcıoğlu Selçuk Eymirlioğlu Ardıyok Keki Attorney Partnership
3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management A JSC is managed by its board (consisting of one or more directors) whereas an LLC is man - aged by one or more managers (ie, a board of managers). In each case these individuals/bod - ies are appointed by the shareholders. Turkish company law follows a two-tier system. Accordingly, the management is placed in the hands of the board or the managers (depend - ing on the company type), whereas shareholder matters are decided by the other mandatory body – ie, the “general assembly” . Each one of these bodies (management and shareholders) is endowed with a certain set of non-delegable powers and duties, constituting of a core set of powers and duties that can neither be moved from one to the other, nor transferred to another (voluntarily established) subcommittee, body or third (external) person. Depending on whether companies meet the cri - teria determined under Decree 6434 on Deter - mination of Companies Subject to Independent Audit, an independent auditor may also have to be appointed to the company. 3.2 Decisions Made by Particular Bodies The board carries out all duties and actions whose competence is not explicitly granted to the general assembly by law or by the articles of association of the company. Meanwhile, the general assembly only acts on matters deter - mined in the legislation and the articles of asso - ciation of the company. The management power belongs to all board members unless delegated.
prepare and submit sustainability reports if they meet at least two of the following three thresh - olds in two consecutive reporting periods: • total assets equal to or higher than TRY500 million; • annual net sales revenue equal to or higher than TRY1 billion; and • total number of employees equal to or higher than 250. Banks must submit sustainability reports regard - less of whether they meet any of these thresh- olds. One exemption is that banks owned by the Savings Deposit Insurance Fund are exempt from this requirement. Companies that do not fall within the scope of the regulation are not obligated to report but may do so voluntarily. Companies subject to mandatory reporting will be required to disclose all sustainability-related activities carried out in 2024, with reports to be submitted by 2025. For listed companies, corporate governance sustainability principles (which are separate from the mandatory sustainability reporting standards) were published by the CMB, although compli - ance with the same is not mandatory. Listed companies must, however, disclose in their periodic corporate governance reports wheth - er they adhere to the sustainability principles and explain the reasons if they do not. In addi - tion, Türkiye has seen a growing trend towards increased awareness and voluntary adoption of international ESG standards among companies, driven by investor pressure and evolving global sustainability initiatives.
817 CHAMBERS.COM
Powered by FlippingBook