THE MANAGEMENT BODY OF THE JOINT STOCK COMPANIES
In Joint Stock Companies, the Board has the authority of management and representation of the companies, without the prejudices of legal provisions. The Board must be established in Joint Stock Companies by at least one or more real or legal person. The Board members are elected by the articles of associations during the establishment and elected by the general assembly after the establishment. The Board members are elected for a maximum of 3 years. Unless otherwise agreed, the member whose term has expired, can be re-elected.
The Management and The Delegation of The Management In The Joint Stock Companies
The management of the Joint Stock Companies belongs to the whole members of the board unless it is delegated. The board may have right to issue an internal directive based on a provision in the articles of association, related to delegation of the whole or the part of the management right to the one or the some of the board members or to the third parties. This internal directive regulates the management of the company, defines the titles in the company, regulates which title is subordinate to which title and to which title the information is presented.
The Representation and The Delegation of The Representation In The Joint Stock Companies
Unless otherwise is agreed in the articles of associations and unless the board consists of one person, the joint stock companies are represented with the dual signature of any two of the board members. One person may have right to represent the company individually or third parties may have right to represent provided that at least one board member has the right to represent. If the people who the management is delegated by internal directive issued by the board, have the limited authority to sign on behalf of the company, the authority limits should be regulated in the internal directive.
The Non-delegable Duties and Authorities In The Joint Stock Companies
The board cannot delegate the following duties and authorities to anyone or body:
- Senior management of the company and giving instruction related to them,
- Determination of the company management organization,
- Establishment of the necessary system for financial planning as required by accounting, finance audit and company management,
- Appointment and dismissal of managers and other people performing the same function and authorised signatories,
- Senior supervision of whether the people in charge of management act in accordance with the law, articles of association, internal regulations, and written instructions of the Board.
- Keeping the share book, resolution book of the board and the general assembly meeting and discussion, preparation of the annual report and corporate management disclosure and submission thereof to the general assembly, organisation of general assemblies, and execution of general assembly resolutions.
- Notifying the court in case the debts of the company are over assets.
All the issues except mentioned above, can be subject of the internal directive related to the management.
Regulations That May Be Included In The Internal Directive
We, hereby exemplify the regulations that may be in the internal directives regard the above information;
The Principles of Management and Representation of the Company
Persons Authorized to Represent the Company
Persons authorized to represent the company, are divided into 2 groups as follows:
Group (A) authorities: The Board Members and CEO
Group (B) authorities: Directors and managers
The Duties of the Authorities
The Board Members
The board members shall fulfil the duties what the Turkish Commercial Code is charged, and giving instructions to the bodies reporting to them, supervise this bodies, preparing the annual reports and presenting to the general assembly, …
CEO
CEO shall fulfil the duties to manage the directorate of sales, purchase, production, human resources, etc. with the coordination, ensuring the directorates collaborate, and making profit improvement, decreasing the expenditure. CEO shall depend on the Board Members and report to them.
Directors
Directors shall have responsibility to effectively manage the directorates that they lead and ensure the company make profit improvement, and decrease the expenditures, etc. Directors shall depend on and report to CEO.
Managers
Managers shall have responsibility to manage the body that they lead within the directorates, fulfil the entrusted duties, giving prompt notice to the directors, that they depend on, the situations which happens in their bodies and may cause loss for the company, etc.
The Representation of the Company
The following actions may only be done by dual signature of two of the Group A authorities:
- Agreements with purchases up to … USD in total,
- Credit agreements up to … USD in total,
- The Employment Agreements and the notices of termination, etc. of the directors and the managers,
- Money order up to a total of … USD in company accounts at the banks.
The following actions may only be done by sole signature of one of the Group (A) authorities or dual signature of two of the Group (B) authorities:
- Agreements with purchases up to … USD in total
- Credit agreements up to … USD in total
- The employment agreements, and the notices of terminations, etc. of the employees who depend on managers.
- Representing the company in custom affairs,
- Representing the company at the Ministry of …., signing the letter of application,
- Money order up to a total of … USD in company accounts at the banks.
The Other Examples
The groups of authorities may be regulated with different options. For example:
- 4 Groups may be regulated like Group A, Group B, Group C, Group D or,
- Only one group may be regulated called as “The Limited Authorities”
If the Board of Company wish, they may jointly authorize two of the groups on any subject they wish, or they may authorize a group individually.
Customizing The Internal Directive Upon Requirement
Possibilities of what the companies may regulate the internal directives are not limited with the above examples. Except the non-delegable duties and authorities stated in the Code, the companies may delegate all the duties and the authorities to the Positions they wish, with the limits regulated as they wish.
The Internal Directives may be regulated and applied up to the company organization, the management system, and if the need arises.
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