November 27, 2022

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A. INTRODUCTION

Administration and illustration of joint inventory corporations are&#13
carried out by the board of administrators. Because of this, the board of&#13
directors is seen as as one explicit of most vital organs of joint&#13
inventory corporations acquiring broadest illustration powers. On this&#13
context, the company is managed and represented by the board of&#13
administrators for the day by day lifetime of a joint inventory enterprise.

The board clients have chosen liabilities arising out of&#13
common efficiency of their   obligations of administration and&#13
illustration of the agency. . In scenario of violation of those&#13
obligations with fault, pursuant to the availability of Turkish&#13
Industrial Code No. 6102 (“TCC”) Publish 553/1 the&#13
board associates may be held accountable for the damages they set off to the&#13
agency, the shareholders and the  collectors of the&#13
company.

B. Regular OBLIGATIONS ARISING FROM Regulation

The board customers are matter to the obligations established forth in&#13
the TCC, upon their election to the board of directors. As well as&#13
to the obligations within the TCC, it’s doable to impose different&#13
obligations on them by articles or weblog posts of affiliation of the group.&#13
This submit will solely contact upon among the typical obligations&#13
of the board arising out of the TCC and the widespread of therapy that&#13
needs to be exercised by the board customers. We wish to not that&#13
there are different obligations imposed by the  pursuant to the&#13
distinctive provisions of the TCC or present market sure rules and&#13
restrictions which might be related centered on the motion locations&#13
of the enterprise.

Senior Administration and Supervision of the Enterprise

Contemplating the truth that the board of administrators is the manager physique of the&#13
enterprise, the board members are reliable for collaborating within the&#13
administration selections of the agency and supervising the&#13
implementation of those selections. This obligation doesn’t lengthen&#13
to an interpretation to essentially imply selections relating to all forms of&#13
features of the company in each single element are provided or&#13
supervised strictly by the board of administrators. As a make any distinction of level,&#13
with the phrase “senior administration” within the indicating of TCC&#13
375/1/a and the phrase “senior supervision” within the&#13
which means of TCC 375/1/e presents an plan concerning the extent of&#13
involvement by the board of administrators in administration and&#13
oversight.

Not Coming into into Transaction with the Firm and Not&#13
Borrowing from the Group

Pursuant to TCC 395/1, the board customers merely can not enter right into a&#13
transaction with the corporate on behalf of on their very own or anyone else&#13
with out the necessity of buying permission from the conventional meeting or else,&#13
the agency might declare that the transaction is invalid. On the opposite&#13
hand, the aforementioned board member declare that the transaction is&#13
invalid.

In accordance to the subsequent paragraph of the very same report, the board&#13
associates apart from shareholders are prohibited from borrowing money&#13
from the corporate. Equally, it’s clearly managed that the&#13
enterprise will not be in a position to provide surety, guarantee and assurance for&#13
non-shareholder board associates and easily can not purchase over the cash owed of&#13
these board customers. In circumstance of a breach of this obligation, the&#13
TCC lets the collectors of the company to instantly begin out monetary debt&#13
enforcement proceedings in opposition to the suitable board members&#13
regarding the respective portions owed to the group.

Non-compete with the Company

Pursuant to the Publish 396/1 of the TCC, the board customers are&#13
prohibited from particularly or not directly engaging in the business&#13
affairs that slide inside the scope of the agency’s area of&#13
process. Board customers might nicely conduct the aforementioned&#13
transactions in accordance with the legislation solely with the permission of&#13
the usual meeting or in circumstance wherever the content material of affiliation&#13
of the company provides for this type of provision letting the board&#13
clients to take care of the enterprise . With out having the authorization of the&#13
common meeting, the board member who carries out business&#13
affairs contained in the scope of the corporate’s self-discipline of process,&#13
will breach this obligation.

Accountability of Remedy and Obligation of Loyalty

Pursuant to Article 369/1 of the TCC, the board associates are&#13
obliged to satisfy their obligations with the therapy of a prudent supervisor&#13
and to protect the pursuits of the group. Board members are&#13
obliged to adjust to this obligation of care, every when satisfying&#13
their obligations arising out of the legislation or the article content material of&#13
affiliation and in the course of the administration and illustration of the&#13
firm. In accordance to the rationale of Article 369 of the TCC, a&#13
“prudent supervisor” identified within the Code ought to actually be&#13
deemed contained in the context of “enterprise judgment&#13
rule
” which expression positioned its roots from the US skilled&#13
regulation. On this context, simply the fact {that a} willpower of the board&#13
of administrators seems to be unfavorable to the enterprise, doesn’t&#13
give rise to the obligation of the board of directors. If the board&#13
associates can exhibit that they exercised due to care predicted from&#13
a prudent group man, and gave a variety on totally-educated&#13
foundation, acquiring the wanted technical, monetary and authorized help&#13
and acted for the best pursuits of the agency of their opinion&#13
even when the result of the choice is in opposition to the compan’s&#13
positive factors , these a judgment can’t be thought of as violation of the&#13
obligation of therapy. However, it actually needs to be highlighted that the group&#13
judgment rule is a primary precept that’s abroad to Turkish Regulation, because it&#13
was derived from the Widespread Regulation program. Accordingly,the substantial courtroom&#13
judgments are envisioned to situation software program of this rule.

Publish 369/1 of the TCC additionally regulates the duty of&#13
loyalty. This obligation is imposed by the following element of those sorts of&#13
quick article: “to safe the pursuits of the enterprise in&#13
accordance with the rule of honesty
”. The board associates&#13
are obliged to prioritize the pursuits of the company and to forestall&#13
steps that would injury the enterprise when enterprise the administration&#13
and illustration of the enterprise. As well as, the board clients&#13
have obligations of confidentiality arising from their loyalty&#13
obligations.

C. BREACH OF OBLIGATIONS AND Obligation

If the board associates violate their obligations arising from the&#13
legislation or the posts of affiliation with fault and the corporate, the&#13
shareholders or the collectors endure issues due to this violation,&#13
the board customers with fault are held liable. If the hurt of the&#13
group has transpired, the company or simply about each shareholder has the&#13
authority to file an motion for compensation. On this case, the&#13
courtroom will select on the sum of the fee entitled by the&#13
enterprise. If the injury is prompted instantly to the suitable&#13
shareholder or creditor, the shareholde or lenders has the&#13
authority to demand that the fee be paid instantly to him.&#13
If far a couple of explicit board clients are accountable for the issues, the&#13
duties of those board customers are recognized professional-rata to&#13
their respective faults inflicting the issues.

The movement for authorized legal responsibility from the board members, should&#13
be filed proper earlier than the Industrial Courts of Very first Event through which the&#13
principal space of small enterprise of the enterprise is positioned. The statute&#13
of limits for this movement is managed in Brief article 560 of the&#13
TCC as follows:

“The correct to declare compensation in direction of these accountable&#13
ends in being barred by prescription quickly after two yrs from the date when&#13
the plaintiff realized the issues and the responsibles, and in any&#13
scenario 5 a long time from the day of occasion of  the act that&#13
prompted the injury. In so considerably, if this act necessitates a penalty in&#13
the which suggests of authorized laws and is subject to a extra time statute of&#13
constraints regarding Turkish Penal Code, this statute of&#13
limits shall make the most of to the fee case.”

D. Abstract

In circumstance the board customers of the agency violate their&#13
obligations arising from the regulation and the posts of affiliation,&#13
they’re reliable for the compensation of the damages of the&#13
company, shareholders or collectors owing to this violation. Regardless of whether or not a&#13
fault is attributable to the board customers must be determined&#13
in response to the “enterprise judgment rule” imported from&#13
the widespread regulation program to Turkish Laws.

Initially Revealed 16 February 2022

The articles of this text is supposed to produce a typical&#13
tutorial to the topic topic. Skilled ideas must be sought&#13
about your exact conditions.

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