Commercial Code (Act no:6102) states that preparation and context of internal instruction regarding to the general assembly, general assembly and method and principles of general assembly, and attendance of Ministry Representative to general assembly shall be regulated by Ministry of Customs and Trade in the articles 407, 419/1 and 419/2.
The by-law numbered 28481 regulated in this regard (“By-Law”) is effective on 28/11/2012, save as otherwise is stipulated (provisions related to publication on website and acquittance of board of directors by management stock votes). Provisions with regards to method and principles of general assembly of joint-stock companies, minimum components of internal instruction, attendance to general assembly, voting and ministry representatives are regulated by the By-Law.
Companies have to prepare the principles of internal instructions that are determined by the By-Law. Internal instruction to be prepared by board of directors and has to be submitted to first general assembly for approval in 2013, at the latest.
Companies which have to establish a web-site are obligated to publish their general assembly announcements on their web sites by the By-Law. While before this regulation general assembly had to take place in registered office of the company, with this amendment general assembly shall take place within the boundaries of local community, save as otherwise is stipulated in the articles of association. Besides, quorums stated by the by-law numbered 22720 dated 7 August 1966 executed by the Ministry of Industry and Commerce are amended by the By-Law, and managing director and at least one member of board of directors is required to be present at the general assembly.
Since the auditor is no longer a body of the company with the amendment in the law, acquittance of the auditor have fallen off the agenda of general assembly and only selection of private auditor and reading of private auditor’s report is regulated to be on the agenda. In addition, the term “attendance sheet” (hazirun cetveli) on the previous law is changed to “list of attendance” (hazır bulunanlar listesi) by the By-Law.
Situations that a ministry representative is required to be present are stated numerously by this regulation. Minimum education level of the ministry representatives is changed from high school to college, and their salaries are increased from 2 times to 3 times of the highest daily salary of a civil servant.
By this regulation, the implementation principles of articles 407-451 of Commercial Code where general assembly of joint-stock companies are regulated and enlighten especially the preparation and implementation of internal instruction introduced by Commercial Code.