In the article 1527 of Turkish Commercial Code numbered 6102 by stating that attendance, suggestions and votes performed on electronic media shall have the same legal consequences of physical attendance, suggestions and votes, right holders are allowed to attend plenary sessions on electronic media.
By-Law related to implementation of the article (“By-Law”) is executed on 01/10/2012. With the said By-Law, methods and principles of electronic plenary sessions and obligations are stated.
Corporations which shall entitle to have plenary sessions on electronic media shall establish an electronic plenary session system (“EPSS”) or shall get service from pre-established systems to allow the right holders to watch the sessions live, declare opinions, make suggestions and vote.
The provision to be inserted to articles of association in order to attend and vote in plenary sessions on electronic media is stated in the By-Law and companies are obliged to insert the said provision to their articles of association without making any alterations to it.
Right holders shall declare their requests on EPSS to attend the plenary sessions on electronic media. Representative of right holder may also attend the session and their names shall be included to attendants list. Right holders who are willing to attend the plenary sessions on electronic media shall obtain an electronic signature. Requests to attend the session on electronic media may be withdrawn. However, right holder or his representative may not attend the sessions physically unless the request is withdrawn. Besides, the votes performed on EPSS cannot be withdrawn or changed. Relevant people are informed about all transactions acted on EPSS via text messages and e-mail. Ministry representative supervises the plenary session in accordance with the conditions stated in legal regulations.
Company itself or the company providing service for plenary sessions on electronic media is obliged to save the data related to all transactions acted on EPSS and ID information of right holders or his representative who attended to plenary sessions on electronic media by providing integrity and confidentiality of these data for 10 years.
For the losses that right holders suffer arising out of reasons related to EPSS, the liability of the companies both providing and obtaining service on plenary session on electronic media shall be determined on blanket clauses.
Amendment in the articles of association related to By-Law on implementation must be performed in the first plenary session after the execution date of By-Law, 01/10/2012. On the other hand, the obligation for providing the necessary facilities to right holders to attend the session on electronic media stands.
With this regulation, it is enabled to make all the transactions in the process of plenary sessions beginning from the first transaction which is to demand for ministry representative to the last transaction which is to convey the documents to MERSIS system to be registered after plenary session on electronic media. Thus, right holders who cannot perform their rights since non-attendance to the session physically are enabled to perform their right on electronic media.
