Pertaining to the Article 409 of the Turkish Code of Commerce (TTK) companies' general assembly gather ordinarily and extraordinarily. Therefore, March is of high importance for the general assemblies of companies. The ordinary meeting is held within three (3) months following the end of each operating cycle. Accordingly, companies with accounting periods as calendar year should be holding their assembly general meetings until the end of March 2017 at the latest. Assembly general meetings should be handled in accordance with the intra directive issued as per the Article 419 of the TTK. Matters of importance concerning the general assembly meetings are provided below: The Call: In the circumstance that the ordinary general assembly meetings are held through a call, as per the Article 414/1 of TTK, the general assembly is called for the meeting with a notice published on the corporate web site and Trade Registry Gazette published at least two weeks before. The nominative shareholders with evident address should be invited within the same time period through a registered letter with return receipt. Within this context, it should be confirmed that if holding an electronic general assembly meeting is mandatory or not. The invitation text and its content should be prepared in line with the legislation. Invitation text should absolutely contain the minimum content such as date, time, address and agenda concerning the general assembly meeting. The facility of general assembly without call is regulated through the Article 416 of TTK. If the whole shareholders decided to hold the meeting without a call and if all shareholders or their representatives can participate and stand ready throughout the meeting, an ordinary assembly general meeting may be held. Article 13 of The Regulation on Procedures and Principles for the Ordinary General Assembly Meetings of Joint-stock Companies and Representatives of the Customs and Trade Ministry to Attend These Meetings (Regulation) should be applicable on ordinary general assembly meetings without a call. Agenda decision: The board of management's decision on the meeting agenda should be prepared with utmost care and topics of the agenda should be identified clearly. The requirement of keeping a ministry representative Pertaining to the Article 32 of the Regulation, for the companies operating under the requirement of ministerial permission concerning the amendments to be made on establishment and prime contract (holdings, banks, insurance companies) keeping a Ministry Representative in all general assembly meetings is mandatory. Meeting and the quorum Pursuant to the Article 418 of the TTK, excluding the situations predicted contrary heavier quorum in the ordinary general assembly meeting, the gathering is performed with the participation of shareholders holding a quarter of the corporate capital at least or their representatives and decisions are made through the majority of the votes already present during the meeting. In case the mentioned quorum was not reached in the first meeting, it would not be sought for the second meeting. The concerning meeting and the quorum should be confirmed for being preserved throughout the meeting. As per the Article 421 of the TTK, in the circumstances that any provision does not exist within the law and the prime contract, decisions changing the prime contract are taken through the majority of the votes already present during the meeting of the general assembly where at least half of the corporate capital is represented. Other prime contract amendments requiring qualified meeting and quorum are listed within the Article 421 of the TTK. The stock ledger of the board of management and the assembly general meeting minutes book should be kept available during the general assembly meeting. Pertaining to the Article 409 of the TTK, discussions are handled and decisions are made on the election of units, financial statements, board of management's annual report, utilization of the profit, identifying the earning and income share rates to be distributed, board of management acquittals and other issues concerning the operating period and considered as essential. Within that context, during the ordinary general assembly meetings, - Corporate balance sheet and profit/loss statements concerning the related year will be discussed. - Annual operating report affiliation report will be discussed. - Decisions will be made on profit distribution and savings through the profit. - The release of management board members assigned for the concerning calendar year in which the ordinary general assembly meeting was held will be performed. - Assignments will be announced for members whose tenure has expired and for the members causing vacancies at interim periods. - If the company is subject to independent auditing, assignment of the independent auditor and the acquittal of the independent auditor for the previous accounting year will be performed. Following the completion of the ordinary general assembly meeting, the signed decision should be stuck to the general assembly minute book and if matters subject to registration and notice exist, it should be submitted to the Trade Registry Office in the city where company headquarters are located for registration.
Our explanations provided above include general information on the issue. No responsibility can be claimed against
EY and/or Kuzey YMM ve Bağımsız Denetim A.Ş. due to the implications arising from the context of this document or emerging with respect to its context.
Best Regards,
Kuzey YMM ve Bağımsız Denetim A.Ş.
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