TÜRKIYE Trends and Developments Contributed by: Selim Keki, Çisem Altundemir and Erkin Tuzcular, Balcıoğlu Selçuk Eymirlioğlu Ardıyok Keki Attorney Partnership
the Protection of the Value of Turkish Currency (Communiqué No: 2008-32/34) was published in the Official Gazette and became effective on the same day. Under the old Communiqué No: 2008-32/34, the purchase price of movable property sale agreements (excluding vehicle sales) between Turkish residents could be determined in for - eign currency, but payments were required to be made in Turkish lira. With this amendment, this requirement was eliminated, allowing pay - ments to be made directly in foreign currency when the purchase price is determined accord - ingly. As a result, the sale of movable property agreements, particularly asset purchase agree - ments and share purchase agreements between Turkish residents, are allowed to be settled in foreign currency without restriction. However, the requirement to determine and settle the price in Turkish lira remains in effect for vehicle sales agreements between Turkish residents. Risk Management and Internal Control Mechanisms In recent practice, the leading points of discus - sion have revolved around how to best ensure and apply risk management and internal control mechanisms. Corporate governance-related dis - cussions in Türkiye have increasingly focused on these critical areas, highlighting their importance in navigating a complex and dynamic business environment. Role of the board and management The board and senior management play pivotal roles in overseeing risk management. Under the TCC, it is among the non-delegable duties of the board of any listed company to establish an early detection and management of risks committee. For non-listed companies, such a committee can be set up if requested by the independent
auditor. Hence, the board sets the risk policies and ensures alignment of actions and measures with these policies, while continuous communi - cation between the board, management and risk teams ensures effective risk-handling. Another non-delegable duty of the board, for both joint stock companies and limited liability companies, is to make the necessary arrange - ments for accounting, financial auditing and financial planning of the company, if required for its management. To fulfil this duty, the board may need to establish internal control mechanisms within the company. Effective internal control systems are essential for safeguarding assets, ensuring financial reporting accuracy, and pro - moting operational efficiency. These systems help in detecting errors and fraud, ensuring com - pliance with laws and regulations, and achieving the organisation’s goals. Regular assessments and updates of internal control systems are necessary to respond to emerging risks. The board must lead this effort by acting through its directors or managers, or forming committees and delegating these duties with care. The actions to be carried out involve periodically reviewing and adjusting control activities to ensure they remain effec - tive in addressing current and potential risks. The dynamic nature of business environments and evolving regulatory landscapes require con - tinuous monitoring and improvement of these controls. By maintaining robust internal con - trol mechanisms and fostering a culture of risk awareness, companies can enhance their resil - ience and operational stability. Bolstering Anti-Money Laundering Measures In recent years, Türkiye has significantly sharp - ened its anti-money laundering (AML) legislation and practices with the aim of combating finan -
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