NEWSLETTER-2017

47 COMMERCIAL LAW In addition to the above, Art. 80 of the Income Tax Law provides an income tax exemption for up to TRY11.600 (for 2017) of capital gains derived in a calendar year, unless derived from the disposal of marketable securities and other capital market instruments, including listed shares. Since this exemption does not apply to a sale of market- able securities, the whole amount of gains derived from the sale of marketable securities is taxed as capital gains, regardless of whether they belong to a Turkish resident or non-resident entity. It is also worth mentioning that the CMB Communiqué on Cor- porate Governance (numbered II-17.1) regulates the principles of cor- porate governance, which is applicable to publicly held corporations and listed corporations. The employees are among the stakeholders of these corporations. The Communiqué brings high-level principles for all stakeholders, including employees (for example, the rule of equal treatment and prohibition of discrimination among employees). The Communiqué also provides that these corporations can arrange em- ployee stock ownership plans. Element of Foreignness in Taxation In the event of providing such interests to a foreign employee by a company that is resident in Turkey, in case there is a Double Taxation Agreement (“DTA”) between the resident country of the employee and Turkey, taxation will be subject to the relevant provisions of the DTA. Otherwise, local legislation will apply. In the event that taxation is subject to the DTA, the approach of the OECD (Organization for Economic Co-operation and Development) becomes highly important. Accordingly, the interest that is granted by the employees by exercising vested rights through acquiring shares of the company shall be taxed as remuneration, and the income arising from the sales of the acquired shares shall be taxed as increment value income. In brief, there may be three types of income applicable: (i) em- ployment income, (ii) capital gains, (iii) and dividend income if any dividend is obtained by the employee following the delivery of the shares. For the income of non-resident real persons to be subject to