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| Melsa Ararat |
14 November 2011
Comply or Explain approach is not effective
Capital Markets Board of Turkey issued a new ruling which mandates the largest companies listed in ISE to comply with certain provisions of its CG Guidelines. The Guidelines were issued as recommended best practices in 2003 and amended in 2005 to reflect the revisions of OECD Guidelines. Since 2004, listed companies are required to comply, or explain the reasons for non-compliance, in their annual reports. The implementation of the Guidelines have been reported as unsatisfactory over the years by the CMB and other researchers especially in the area of board structure and board processes. The new ruling requires that companies included in ISE-30, with the exception of banks, comply with a number of provisions of the Guidelines regarding shareholders' rights and the board structure. Among the principles that have become mandatory are those related with board independence were received positively by the international institutional investors despite the procedural uncertainties in the ruling. According to the ruling, one third of the board members of non-bank ISE-30 companies will be independent. Independent members will issue a statement of independence and their independence will be qualified by the CMBT. Meanwhile, according to the new Commercial Code, which will become effective in July 2012, share groups which have director nomination privileges will not be able to nominate more that half of the board members.Currently majority of the listed companies do not have independent board members. Those who are designated as independent are nominated by controlling shareholders and are elected by them. New regulation requires the shareholders who would nominate independent board members in the general assembly to provide the names and biographies of their nominees to the board upon the announcement of the general assembly, so that the board can disclose this information at the most one week after the announcement of the general assembly.
VIPsight Archives - Turkey
27 February 2011
Turkey enacted the New Commercial Code
The New Commercial Code which has been in the Parliament for more than a year is finally passed on the 13th of January. The New Code will become effective on July 2012. The New Code
Brings in many improvements in aligning Turkey’s Commercial Law with EU directives and will be the basis for the new Capital markets Law which is expected to bring in changes to align the legal framework further with EU directives. The New Commercial Code requires all joint stock companies to adopt IFRS and have an external audit. The New Law is expected to reduce informality in the Turkish economy and foster the development of capital markets.
13 October 2010
2 September 2010
Farewell to Hakan Benito Sapmaz
A devoted professional with a clear conscious and strong ethics was bid farewell by hundreds of colleagues and friends today in Istanbul. Hakan was a senior director at Broadridge Financial Solutions. He had moved his office and family to Istanbul from New York three years ago. “Ours is a global business, it does not matter where we are located”, I recall him saying. He came to visit me soon after his move at the University. He was very critical of the way listed companies treated minority investors and wanted us to help create an awareness about it. He convinced us to conduct a research on institutional investors’ voting behavior using Broadridge data. Our collaboration led to the publication of our first report on Institutional Investors’ Voting Behavior which was initially published in Turkish in 2009. Only last week, a few days before his heart stopped, we discussed expanding the research and agreed to start coding the data on 2010 general assemblies. A few weeks ago he had also asked me to contribute to VIP’s Web Site which I have gladly accepted. Thanks to Hans-Martin who gave me the sad news, I could attend Hakan’s funeral.
He worked very hard; I believe he found meaning in his work, but he never forgot that there was “life” beyond work. A few days ago, I received a parcel from him. It was a book written by one of his friends who survived a terminal disease. He had taken the time to write a beautiful letter asking me to give the book to one of my colleagues who is suffering from the same disease. In between flights and airports and despite the sleepless nights remote from home, he was very humane.
At the very end of the funeral, her mother could no longer keep her dignified stance and sad smile; cried in her broken Turkish; “my son was only 35 years old!”. In such a short life, he managed to connect with many people in different continents and connected them with each other, earned their respect, and found a permanent place in their memories. Kindness, ethics, professionalism, compassion, care and love; these are the key words I would use to describe him. I hope Broadridge would recognize his efforts, and build upon what he was trying so hard, so very hard, to achieve. It takes more than sending flowers to a funeral…
Dr. Melsa Ararat
Director
Sabanci University, Corporate Governance Forum of Turkey
30 August 2010
Capital Markets Board of Turkey launched a project to review and revise the Corporate Governance Principles which the listed companies should comply with or explain why they don’t. The local consultation period has ended and the recommendations will be reviewed by the Corporate Governance Technical Committee set up by Coordination Council for Improving Investment Climate. The Principles which were issued in 2003, have been revised in 2005 to reflect the changes in OECD’s Corporat5e Governance Principles. Listed companies’ current level of compliance with the Principles with more than 100 provisions is considered to be unsatisfactory. For e review of the current status of Corporate Governance in Turkey, you can refer to the following article :