The New Turkish Commercial Code brings non-delegable duties and powers to Board of Directors that will have an impact on the ways of doing daily business of directors and management.

Non-delegable duties and powers

The board of directors' non-delegable and indispensable duties and powers are as follows:

1. Top level management of the company and giving instructions in this regard.
2. Determination of the company's management organization.
3. Establishment of the necessary system for accounting and finance audit, and establishment of the necessary system for financail planning to the extent required for the management of the company.
4. Appointment and dismissal of managers and persons performing the same function and authorized signatories.
5. High level supervision of whether or not the persons in charge of management, act in accordance particularly with law, articles of association, internal regulations and written instructions of the board of directors.
6. Keeping share book, resolution book of the board and book of general assembly meeting and discussion, the preparation of the annual report and corporate governance disclosure and submission thereof to the general assembly, the organization of general assembly meetings and enforcement of general assembly resolutions.
7. Notifying the court regarding the company's state of excess of liabilities over assets.