Lawyers Edanur Atlı

    Practice Areas & Work Department

    Corporate and M&A

    Dispute Management






    Istanbul Bar Association


    2017, Law Faculty, İhsan Doğramacı Bilkent University, Ankara LL.B.

    2013, İhsan Doğramacı Foundation Bilkent Erzurum Laboratory School, Erzurum

    Corporate Governance in Turkey 2023 - 3

    The size of the board of directors is determined by the company's articles of association or the general assembly. There are no minimum or maximum seat requirements. Vacancies on the board can be filled by appointment of the board or approval of the general assembly. There are no specific criteria for directors, but at least one board member must be a woman in listed companies. Disclosure requirements regarding board composition exist. The CEO and board chair positions can be held by the same person, but their duties must be clearly distinguished. Mandatory board committees include an audit committee, corporate governance committee, risk committee, nomination committee, and price committee. Companies must hold regular board meetings, but no minimum number is required. Board practices, evaluations, and remuneration must be disclosed. Remuneration of directors and senior management is determined by the company and disclosed publicly. Shareholders have a vote on remuneration, and companies may provide directors' liability insurance. The corporate charter and by-laws are publicly available. Companies must disclose information regularly and engage with shareholders during general assembly meetings. Disclosure of corporate social responsibility and CEO pay ratio is required.
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    Corporate Governance in Turkey 2023 - 2

    Controlling shareholders in Turkish law do not have specific duties to the company or non-controlling shareholders, but they must exercise their rights in good faith. Special provisions exist for minority shareholders, and the dominant company cannot cause financial loss to its subsidiary without compensation. Shareholders' liability is generally limited to their subscribed capital, except for limited liability companies' government debts. Employees have no specific duty in corporate governance unless assigned as commercial representatives. Share transfer restrictions are allowed under certain circumstances. New shares require shareholder approval, and pre-emptive rights exist. Compulsory share repurchases are allowed in exceptional cases. Share transfer restrictions are prohibited for public companies. Directors owe legal duties to the company, shareholders, and creditors, and enforcement actions can be brought against them. Directors must act with care and in compliance with good faith.
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    Corporate Governance in Turkey 2023 - 1

    Corporate governance in Turkey is governed by the Turkish Commercial Code (TCC) and other related laws, such as Law No. 6335 and the Capital Markets Law. Listed companies are required to comply with mandatory corporate governance principles, with some exceptions for certain corporations. The Ministry of Trade enforces these provisions, and disputes are resolved in commercial courts. Shareholder rights are protected, allowing them to appoint or remove directors, request extraordinary general assemblies, and demand information.
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