DenizBank, which has the title of joint-stock company "Bank", has determined how its management should be with the Corporate Internal Directive, which is one of the steps to take on the path to institutionalization.
What Is the Corporate Internal Directive?
The corporate internal directive prepared by the board of directors is a regulation that specifies how the company should be managed and represented to third parties, bearing certain consequences within and outside the company. Law no. 6102 of the Turkish Commercial Code is prepared in relation to how the internal directive should be implemented. In article no. 419/2, it also specifies the procedures and principles of General Assembly Meetings of Joint Stock Companies. The ministry representatives must be present at these meetings. The same article also includes the provisions of the Regulation on the Ministry of Customs and Trade Representatives Attending These Meetings. Article no. 386 of the Turkish Commercial Code specifies the takeover of executive authority. It is not possible to transfer the authority of the board of directors.
What Is Included in the Corporate Internal Directive?
A means of institutionalization, the corporate internal directive is prepared based on the relevant articles of the Turkish Commercial Code. After the directive is prepared, it is submitted for approval by the General Assembly, approved and registered in the Trade Registry within 15 days after approval. If the companies have websites, the internal directive must also be announced through online channels within 5 days. The requirements for the internal directive are as follows:
- Purpose, scope, basis and definitions,
- Entrance to the meeting place, preparations, and opening of the meeting,
- Establishing the chair of the meeting,
- Duties and powers of the meeting chair,
- Tasks to do before discussing the agenda,
- Discussion of the agenda topics,
- Taking the floor and voting in the meeting,
- Arranging meeting reports and what to do at the end of the meeting,
- Joining a meeting in an electronic environment,
- Documents on the participation of the ministry representatives and the general assembly meeting,
- Situations not stipulated in the internal directive,
- Acceptance of and amendments to the internal directive,
- Enforcement of the internal directive.
DenizBank Corporate Internal Directive
The internal directive primarily describes the purpose, scope, basis, and definitions.
- The purpose of this internal directive is to determine the working principles and procedures of the General Assembly of DenizBank Anonim Şirketi within the framework of the law, the relevant legislation, and the provisions of the articles of association. This Internal Directive covers all ordinary and extraordinary general assembly meetings of DenizBank Anonim Şirketi.
- This internal directive has been prepared by the board of directors in accordance with the Provisions of the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Regulation on the Ministry of Customs and Trade Representatives Attending These Meetings.
- The meeting shall be held in accordance with the provisions of the law, the relevant legislation, and the articles of association related to the general assembly.
The working procedures and principles of the general assembly include the relevant articles on entering the meeting place, the preparations, the opening of the meeting, and the establishment of the meeting chair. The chairperson of the meeting shall act in accordance with the law, the articles of association, and the provisions of this Internal Directive when chairing the general assembly meeting. The Internal Directive also specifies the duties and powers of the meeting chair.
The procedures to be conducted before the agenda is discussed, the discussion of the agenda and agenda topics, the procedures for taking the floor and voting in the meeting, the regulation of the meeting reports, the procedures at the end of the meeting are also determined by the articles in the internal directive.
Finally, various provisions are included in the Internal Directive. In DenizBank's internal directive,
- In the event of a situation not stipulated in this internal directive, the meetings shall act in accordance with the decision to be made by the general assembly.
- This Internal Directive is put into effect, registered, and announced by the board of directors with the approval of the general assembly of DenizBank Anonim Şirketi. Amendments to the Internal Directive are subject to the same procedure.
- This Internal Directive was accepted at the general assembly meeting of Denizbank Anonim Şirketi dated March 27, 2013, and entered into force on the date of its announcement in the Turkish Trade Registry Gazette.