Rules And Practical Tips On Board Meetings And Composition

Introduction

The board of directors is the executive and representative authority and a mandatory corporate body of a joint stock company. Therewithal, as stated in Article 375 of the Turkish Commercial Code ("TCC"), it is the corporate authority authorized to take decisions on all matters related to the administration and performance of company's business except those specifically fall under shareholder reserved matters. Board of directors takes decisions in two ways: by a physical and actual meeting or by signing a written decision proposal circulated among directors which is called a circular decision. The authority to call for a meeting belongs to the chairman (and to vice chairman in his absence) which in practical terms is the most important practical advantage of being appointed as chairman (since the chairman may not legally have a casting vote). Reasons leading to a board decision being declared either null and void or invalid are enumerated by law which are