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Can A Corporation Transfer Its Board Task?

The Board of Directors in Corporations assign a chairman among its members and at least one deputy chairman (in order to act for the chairman in case he/she is absent) every year.

In the articles of incorporation, it is envisioned that the chairman and the deputy chairman or one of them can be assigned by the Board.

The Board can establish a committee or a commission (there can be Board members among them) in order to control the general situation, prepare a report that will be submitted to the Board, enforce of its decisions and internal audit.

By inserting a provision to the articles of incorporation, The Board can be authorized to assign partially or completely responsibility to some Board members or to the third persons in line with its internal directive.

This internal directive organizes corporate management, defines necessary tasks and positions, and determines who depends on whom and who is subject to submit information.

On request, the Board gives information in written form about this internal directive to the shareholders or creditors who convincingly present their interests.

As long as the administration is not transferred, it belongs to all of the Board members.
(Article 366-367 of Turkish Commercial Code No 6102)

Source: Turkish Commercial Code No 6102

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