Türkiye's regulator vets independent directors before shareholders vote

Türkiye's Capital Markets Board can object to independent director candidates before shareholders vote on them under its Corporate Governance Communiqué, numbered II-17.1, which also makes a defined list of principles mandatory and sets a floor for independent directors.

Türkiye's governance code for companies listed on Borsa Istanbul is not only a comply-or-explain document. Filings on the Public Disclosure Platform, KAP, in July, August and September 2026 show the mechanism at work. This explainer uses the English translation of the Communiqué published in January 2014 and hosted by the European Corporate Governance Institute. It has been amended since and the Turkish text is authoritative, so thresholds should be checked against the current version.

What is mandatory, and for whom

Article 5 lists the principles every covered company must apply, rather than explain away. They include the board composition rules (principles 4.3.1 to 4.3.8), the committee rules (4.5.1 to 4.5.4 and 4.5.9 to 4.5.13), certain shareholder and related-party principles, and remuneration principles 4.6.2 and 4.6.3, the text says. The remaining principles in the annex sit on a comply-or-explain basis: Article 8 requires annual reports to say whether each principle is applied and, if not, to give a reasoned explanation and say whether the company plans changes.

Companies are sorted into three groups by systemic importance, measured by average market value and the value of shares in free float, and the CMB re-sets the groups every January. The group matters. Under the 2014 text, the CMB's pre-vote check on independent candidates, the third paragraph of principle 4.3.7, applies only to first-group companies, and third-group companies, along with certain equal-control joint ventures, need only two independent directors, under Articles 5 and 6. The CMB is authorised to change the rates and amounts in the Communiqué, which is why the original thresholds should not be read as current.

The mandatory board rules set a minimum of five directors, a non-executive majority and an independent contingent of at least one-third of the board, rounded up, and never fewer than two, under principles 4.3.1 to 4.3.4.

Principle 4.3.6 sets out the independence test. Among its criteria: no senior employment relationship with the company or its controlling shareholders in the past five years and no holding above 5 per cent of capital or votes; no major role at the company's auditors, rating agencies or consultants in that period; no more than six years on the board in the last ten; and no more than three independent seats within one group and five in total across listed companies. The original text also requires residence in Türkiye for tax purposes, a criterion that only half of the independent members need meet.

The 30-day check, in three filings

Principle 4.3.7 is the distinctive step. The nomination committee assesses each independent candidate, the candidate signs a written declaration of independence, and the board sends the list to the CMB before the general meeting. If the CMB has an adverse opinion it must notify the company within 30 days, and a candidate who receives one cannot stand. The company then discloses on KAP both the accepted candidates and any who were rejected.

Alarko Carrier's board followed that sequence on 15 September. Acting on a corporate governance committee report dated 9 September, it designated Bedriye Banu Köker and Neslihan Tonbul as independent candidates and notified the CMB, resolving that if the regulator raised no objection or gave a favourable opinion within 30 days, their election would go to the next general meeting, its KAP filing said.

TAB Gıda shows the next stage. It said in its filing on 3 September that the CMB had informed it, by a letter dated 28 August, that no adverse opinion had been expressed on Halil Doğan Bolak and Ayşe Ayşin Işıkgece, and that their re-election would be put to shareholders at the first general meeting.

The third filing shows what follows the vote. After its 14 July general meeting appointed independent directors, Mogan Enerji Yatırım Holding formed its corporate governance, audit and early detection of risk committees, with independent directors chairing each, its disclosure shows. The Communiqué requires every committee chair to be independent and the whole audit committee to be independent, and bars the chief executive from committee seats.

What the CMB's silence does not mean

A decision by the Board not to issue a negative opinion on an independent candidate "shall not mean that the independence of the candidate has been warranted by the Board or the public", Article 5 states. Responsibility for the assessment stays with the nomination committee and the board.

And there is a backstop. If a company with enough directors still fails to take the steps needed to comply with the mandatory principles, Article 7 lets the CMB grant 30 days and then appoint independent directors itself, ex officio, in the number needed for the board to function and meet the independence requirement.

For investors reading KAP, the dates are the record: when the nomination committee reported, when the list went to the CMB, whether any candidate was not accepted, and which committees were formed after the general meeting. The original text requires the list to reach the CMB at least 60 days before the general meeting, under principle 4.3.7, so those filings also show whether a company met the timetable.