1-HOW SHAREHOLDER’S REPRESENTATION IS MADE?
1.1- The one who uses shareholder’s rights on behalf of him, has to abide by the directive of the actual shareholder. Shareholders’ responsibility to the representative is reserved.
1.2- Representative having rights of bill payable to bearer, share certificate, pledge and right of retention can use his rights only if he is endowed with the authority by the shareholder.
2- BY WHOM INDEPENDENT AUDITOR, ORGANIZATION AUDITOR AND CORPORTAE AUDITOR ARE CHOSEN?
2.1- If company suggests the representatives carrying out the transactions for the company, to the shareholders, it also has to suggest another representative, completely independent from the company itself, and to display the names of these two representatives on the website of the company according to the articles of incorporation.
2.2- Apart from this, the board of management makes invitation to a meeting in trade registry gazette before 45 days of displaying it on the website of the company. The company also needs to share the contact details and the addresses of these 2 representatives on their website within seven days at most. The ones willing to be the representatives are also wanted to apply for the company. The board of management also displays their names and contact details on the web site.
2.3- Corporation representation is a shareholding entrepreneurship; Corporation representative cannot demand the shares he represents according to the Turkish code of obligations numbered 510.
2,4- Declaration is an instruction given to the representative by the shareholders.
2.5- Representatives will be held responsible for his deeds according to the Turkish code of obligations numbered 506, agreements restrictive of responsibility is invalid.
2.6- The other representatives given authorities by the ones given representation authorities and shareholders are not liable to the articles of 429 and 431 of the relative law.
3- WHO IS DEPOSITOR REPRESENTATIVE AND BY WHOM WAS IT CHOSEN?
3.1- If depositor representative has the right to use of voting and taking part of general assembly, he is supposed to demand information by the one making him the depositor before general meeting in order to learn how to behave.
3.2- If he is not helped even if he demanded information regarding company management before, voting is oriented to the decision of the board chairman.
3.3– Depositor representatives are liable to the articles of ministry of customs and trade.
***According to Turkish Trade Law article number 428, representatives are supposed to explain their decision on voting and representation documentation via radio television and journals.
4- WHAT ARE THE DECLARATION OBLIGATIONS OF THE DEPOSITOR REPRESENTİTEVES?
4.1- Representatives decided on Turkish Trade Law article number 428, has to declare the numbers, rates, types and values of the share they represent.
In this declaration, according to the capital market law, regarding the shares, notification provisions are exercised. Otherwise, Decisions taken in the general assembly can be invalid.
4.2- If Chairman does not make explanation despite of the one of the shareholders’ demand, every shareholder has the right to demand the canceling of general meeting decisions.
Source:Turkish Trade Law
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