The Corporate Governance Review


Turkish corporate governance rules have been evolving quickly over the past few years.
Until very recently, the Corporate Governance Principles (the CMB Principles) of
the Capital Markets Board of Turkey (CMB), which is the regulatory body for listed
companies, were the rules applicable, on a ‘comply or explain’ basis, to companies listed
on the Istanbul Stock Exchange (ISE), which is now incorporated in the sole Turkish
exchange, Borsa Istanbul (also known as BIST). However, since 2003, when the CMB
first introduced its voluntary principles, Turkey has come a long way in moving towards
more solid rules of corporate governance.
In the Turkish corporate law system, the corporate governance framework
comprises the Turkish Commercial Code (TCC),2 which was adopted in July 2012 and
is applicable to all companies as the main source of Turkish company law, and the
Capital Markets Law (CML)3 and secondary regulations (i.e., communiqués) issued by
the CMB, which are applicable only to listed companies.4
Both the TCC and the CML openly recognise and solidly provide for the
main principles of fairness, transparency, accountability, responsibility and liability.



The Corporate Governance Review
Reproduced with permission from Law Business Research Ltd.
This article was first published in The Corporate Governance Review - Edition 5
(published in March 2015 – editor Willem J L Calkoen).
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