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Turkish Commercial Law:Governance & Institutional Concepts

Author: Alp Buluç, Certified Internal Auditor-CIA, Certification in Risk Management Assurance-CRMA, Certification in Control Self-Assessment-CCSA

This insight is about what heritage we transfer to next generations and which ones of those are strategic, sustainable and in a regenerative structure.  At first hand, we may think that these are money and real estate, then we are wrong. Although these are important, they lessen in time and are not, generally speaking, products of a collective wisdom. Correct and primary answer is that thoughts and actions that are worth to remember, works, institutıons, systems, structures, frameworks, standards, models, methods, procedures, principles, traditions, values, paradigms, acceptances and culture are among those.

In history, lifetime of persons are relatively shorter.Llifetimes of institutions and the abovementioned  definitions and concepts are longer and we can assume these to be  strategical.

As companies are kinds of institutions, legal entities of companies are expected to have longer lifetime than their shareholders, employees, customers and other stakeholders. This is a priority for future generations.

Companies provide employees and future generations  jobs, they utilize public resources, provide goods and  services to society. On the other hand, they buy our products, pay tax and do their public responsibility.

Fort this reason, companies to have long lifetime is critical. And governance has a critical role on it. Institutionalization,  general assembly, board of directors, independent audit, internal audit, international financial reporting standards, management reporting and monitoring system, risk management, internal control system etc are important actors of governance.

Turkish Commercial Law numbered 6102 has important articles for companies to be well managed.

Important articles are following:


For incorporated companies:

Article 366/2 mentions about internal audit.

Article 375/1 mentions about nondelegable duties of board of directors. Among these are

Setting up a system for audit of accounting, financial matters and financial planning.

Monitoring gpvernance of company employees for regulations, articles of incorporation, internal guidelines and written directives of board of directors.

Presenting annual reports and corporate management explanations to general assembly.

Article 378/1 mentions about setting up a risk committee for early warning purpose for quoted and nonquoted companies.

Article 397/1 mentiones about external audit.


For limited companies:

Article 625/1 mentiones about governance issues and setting up a risk committee for early warning purpose whose regulations are close to the ones of incorporated companies.

Bu gönderi şu adreste de mevcuttur: Türkçe