Tayfun Bayazıt resigns as independent director of three Istanbul boards

Tayfun Bayazıt resigned as an independent director of Hacı Ömer Sabancı Holding, Borusan Birleşik Boru Fabrikaları and Adel Kalemcilik on 30 October, the three Istanbul-listed companies said in separate filings to the Public Disclosure Platform.

Sabancı Holding said he had resigned at his own request and that it would fill the vacant independent seat under the Capital Markets Board's Corporate Governance Communiqué. Mehmet Kahya was appointed, effective 30 October, as a member of the audit committee and as chairman of the early detection of risk committee, the positions Bayazıt vacated, the holding said.

Borusan Birleşik Boru said he had voluntarily resigned effective 30 October, ending his memberships of its corporate governance committee and its early detection of risk committee, and that it had begun work to identify a new independent candidate. Adel Kalemcilik said it had resolved to start the procedures to find a candidate who meets the independence criteria of the Communiqué, numbered II-17.1.

Separately, a board change came the same evening at Brisa Bridgestone Sabancı Lastik, the tyre maker. Its board accepted the resignation of director Sakine Şebnem Alıcı and appointed Mustafa Özturan as a director from 31 October, subject to approval by the first general meeting under Article 363 of the Turkish Commercial Code, and named him to its corporate governance and early detection of risk committees, Brisa said.

The Communiqué sets out what follows. When an independent seat falls vacant, the nomination committee evaluates candidates to serve until the earliest general meeting and reports to the board, which elects the new member from the candidates in that report, under principle 4.3.8 of the English translation published in January 2014. That text also has the board send the candidate list to the Capital Markets Board within 30 days of the vacancy, with 20 days for the regulator to object, a step it applies only to first-group companies. The Communiqué has been amended since that translation.

Boards and Capital has set out how the regulator vets independent directors before shareholders vote, and how tenure limits for independent directors differ by market. Each company's choice of successor, and the committee seats that come with it, will appear in its next filings and in the weekly Appointments Register.