TÜRKIYE Law and Practice Contributed by: Selim Keki, Çisem Altundemir and Erkin Tuzcular, Balcıoğlu Selçuk Eymirlioğlu Ardıyok Keki Attorney Partnership
3.3 Decision-Making Processes General assembly meetings are called by the board, which determines also the agenda items to be discussed by the general assembly. But, with the approval of the shareholders present at the meeting, other items may be added to the agenda. Please also refer to 5.3 Shareholder Meetings regarding the conduct of general assembly meetings. General Assembly of a JSC Unless a higher quorum is stipulated under the articles of association, a simple majority of the votes will be sufficient to control the decision- making process of the general assembly of a JSC for most purposes. The TCC contains a lim - ited number of super majority requirements for general assemblies. It is of course possible to tailor the articles of association to expand the list of super majority decisions or provide for higher quorum and voting requirements than those set forth in the TCC. The requirements set forth in the TCC can be made more stringent, but they cannot be made more lenient. Under the TCC, quorum and voting require - ments regarding the amendments to the articles of association are divided into four categories. • Amendments to the articles of association aimed at: (a) an increase of capital and increase of value of the upper limit of the registered capital, or (b) a merger, demerger or change of legal form require the presence of shareholders holding at least 25% of the share capital and can be adopt -
Reserved Matters According to the TCC, there are non-delegable powers vested in the board and general assem - bly of a JSC and LLC. Board Directors and managers of JSCs and LLCs can - not assign or waive some duties and authorities, including those that relate to the following: • high-level management of the company; • oversight of accounting and financial auditing; • supervision of those who are authorised to manage the company; • formation of risk detection committees; and • appointment and dismissal of managers and persons performing duties similar to those of managers. General assembly The general assembly of a JSC and LLC cannot delegate certain duties, including the following: • amendment of the articles of association of the company; • appointment and dismissal of directors and managers, and determining their terms, remu - neration and release; • approving significant transactions (such as mergers, demergers or company-type trans - formations); and • introducing or amending privileges granted to shares. For public JSCs, there are additional mat - ters reserved for the general assembly such as approving related-party transactions not approved by the majority of the independent board of directors and determining the upper limit of donations that can be made by the com - pany.
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