Board of Directors

The board of directors is the management and representation organ of a joint stock company. It may decide on all matters not reserved to the general assembly by the Code or the articles.

Composition

• The board consists of one or more persons appointed in the articles or elected by the general assembly.
• Members are elected for up to three years and may be re-elected.
• A legal entity may be a member; a natural person acting on its behalf is registered and published.
• At least one board member authorised to represent the company must be resident in Turkey and a Turkish citizen.
• Certain share classes may be granted the right to board representation; see Preferred Shares.

Non-delegable Duties

Some board duties cannot be delegated or waived (TCC Art. 375). These include top-level management of the company, determining its management organisation, establishing accounting, financial control and financial planning systems, appointing and supervising managers, preparing the activity report and notifying the court in case of over-indebtedness.

Meetings and Decisions

Unless the articles provide a stricter quorum, the board meets with a majority of its total members and resolves by a majority of those present (TCC Art. 390). Meetings may be held electronically; unless a member requests a meeting, resolutions may also be adopted by written approval. Law No. 7511 allowed members to convene the board directly if the chair does not respond to a request for a meeting.

Delegation and Liability

If authorised by the articles, the board may delegate management to one of its members or to third parties through an internal directive. Members who breach their duties through fault are liable to the company, shareholders and creditors; see Directors’ Liability.