NEWSLETTER-2020-metin

83 CAPITAL MARKETS LAW ment of the articles of association have not been added to the agenda of the general assembly meeting, the Board may add the respective item onto the agenda in order to ensure that the amendment of the articles of association has been negotiated in the general assembly. The regulation under the Communiqué is related to the removal of the priviledges for the voting rights and the representation in the board of directors. Such regulation does not enable the Board to ap- point trustees and/or board members 4 . It is not possible to gain any benefit from the removal of privi- ledges. The Board will inform the Central Securities Depository in order to ensure that such shares have been coverted into shares without priviledges. The Board will further notify the Ministry of Commerce in order to prevent any utilisation of priviledges. Responsibility As per Article 11 ( Responsibility ) of the Communiqué, the board of directors of the companies will be liable in respect of compliance with the procedures and principles regulated under the Communiqué. Upon removal of the priviledges through a Board decision, the general assembly is under the obligation to decide upon whether or not to ac- commodate the articles of association with the actual situation. Conclusion The Board has enacted the Communiqué in order to regulate the procedures and principles relating to the removal of the priviledges for the voting rights and representation on the board of directors (save for reasonable and mandatory situations of the activities under the Capital Markets Law) of publicly held companies that have suffered losses for five consecutive years according to its financial statements, prepared in line with the legislation. One of the recent principles under the Communiqué is that while evaluating reasonable and mandatory situations, it will consider any unfavourable instances that have af- fected the economy, sector or the company, and which are not under 4 Announcement of the Capital Markets Board dated 10 January 2020, https:// www.spk.gov.tr/Duyuru/Dosya/20200110/0 (Access date: 28.01.2020).