a)
Resolution
The board of directors must meet with the majority of all members and make its decisions with the majority of the members present at the meeting unless otherwise stated in the articles of association. This is also applicable in cases where the board of directors meeting takes place in an electronic environment.
The members of the board cannot vote as representative of each other and are not allowed to participate in the meeting by proxy.
If the voting results in a tie- up, that issue must be left to the next meeting. If the voting results in a tie-up in the second meeting, the issue is deemed to be rejected.
b)
Null and void resolutions
The court may be requested to determine if the board resolution is null and void. Certain resolutions are defined by the new TCC as null and void (for example; resolutions contradicting with the principle of equal treatment, or resolutions not complying with the basic structure of the joint stock company or do not protect the capital).
c)
Right to information and inspect
Each board member may request information, ask questions and perform an inspection with respect to all transactions of the company. Any request of a board member regarding legal books, records, contracts, correspondences, or documents for inspection and discussion in the board meeting cannot be rejected. If rejected, the matter will be brought to the board within two days. If the board does not meet or rejects this claim, the member may apply to the commercial court of the first instance at the location of the company's headquarters. The court may review the claim and make its judgment.
In addition to board members, management and committees may also be liable to provide information at board meetings. Any request by the board member in this respect cannot be rejected.
Each board member may request information outside of the board with the permission of the chairman. The chairman cannot obtain information and inspect company books and files outside of the board meetings without permission from the board. If rejected, the chairman may apply to the court.
The board member's rights to access information and inspect cannot be restricted or abolished. The board of directors and the articles of association may extend the related rights.
Each member of the board may ask the chairman in writing to convene the board meeting.
d)
Prohibition to participate in
discussions in cases of conflict of interests
A board member cannot participate in discussions with respect to himself/herself and related parties as defined by the law (a person of his/her lineal consanguinity or his/her spouse or one of his/her blood and in-law relatives up to third degree, including the third degree) on matters which may lead to a conflict between the company's interest and personal interests. If integrity requires non-participation of the board member in discussions, then the prohibition may be applied. In cases where there is doubt, the board should vote to make the final decision. The member concerned cannot participate in this voting.
In cases where the conflict of interest is not known by the board, the concerned member is obliged to declare it and abide by the prohibition.
