Company General Assembly – Board of Directors Consultancy
Company General Assembly – Board of Directors Consultancy… In the case of a joint-stock company, the General Assembly is one of the company’s obligatory bodies. Qualifying as the decision-making body of a joint stock company, this body is of great importance in economic life and in relation to the survival of the company.
In a joint stock company, the board of directors is defined as the management and representative body of the company and is one of the obligatory bodies. The activities of the Board of Directors are ongoing and critical to the survival of the company.
Advisory services for shareholder meetings and board transactions ensure that your needs are met in the most accurate and effective manner.
What is General Assembly in Joint Stock Companies?
One of the statutory bodies of a joint-stock company is the general meeting. The absence of this institution that should exist in the company can lead to the dissolution of the company. General Assembly; it decides matters that form the basis of the company, such as the selection of other bodies that form the structure of the joint-stock company, the distribution of the company’s profits, and the audit of the company’s accounts.
A company’s shareholders’ meeting is held at least once a year, and there are many procedural rules on how decisions are made. It is very important that the General Assembly be convened and decided according to procedure. Resolutions of the general meeting are binding on all shareholders and other parties of the company.
The rules regarding the shareholders’ meeting of a joint stock company are set out in Article 407 of the Turkish Commercial Code No. 6102 and under it. The general meeting is not a permanent executive body like the board of directors, but a decision-making body of the company. The Executive Board manages and represents the company, but the General Assembly has no power to represent the company.
Duties and Powers of the General Assembly
The rules regarding the duties and powers of the general meeting of shareholders in a joint stock company are contained in Article 408 of the Turkish Commercial Code. The main task of the General Assembly is to pass resolutions when regulated by law or determined by the Articles of Incorporation in accordance with the rules.
In the case of a joint-stock company, the duties and powers of the general meeting of shareholders cannot be transferred.
The most important of these are:
- Changing the articles of association prepared when the company was established,
- Various procedures such as election and dismissal of the company’s board of directors,
- Selection of the auditor who will carry out the company audit,
- Selling a company asset that may be considered important to the company,
- Dissolution of the joint stock company
What is a Board of Directors?
In joint stock companies, the board of directors is one of the mandatory organs of the company. The board of directors is a non-underlying body that is independent of the general assembly and is concerned with the management and representation of the company. The regulations regarding the board of directors in joint stock companies are listed in article 359 of the Turkish Commercial Code and below.
Duties and Authorities of the Board of Directors
The most basic duties and powers of the board of directors of a joint stock company are to direct and represent the company under Article 365 of the Turkish Commercial Code. A company’s internal relations are regulated by administrative bodies, while its external relations are regulated by representative bodies.
The board of directors has the power to make decisions on all types of transactions that help manage the business within the company. The Board of Directors may also use its powers in respect of matters other than those decided within the framework of the General Assembly.
Certain duties and powers of a public company board of directors are not transferable. These are as follows:
- Senior management of the joint stock company and giving instructions for this management,
- Determining the management organization of the joint stock company,
- Providing accounting and financial control of the company,
- Appointments and dismissals of company directors and persons with the same powers,
- Supervision of the persons in charge of the management,
- If the company is in debt, do not notify the court about this situation.
The non-transferable duties and powers of the board of directors are not limited to those listed above. There are also regulations regarding non-transferable duties and powers in other articles of the law.
What Does a Board Advisor Do?
Management consultancy is the services provided by independent and expert persons in the field of diagnosing and investigating problems related to management, organization, implementation methods and methods, recommending appropriate actions and helping to fulfill these recommendations.