You must act within the powers imposed by legislation, the company’s articles and by-laws. The articles govern how the company is to be run, including the powers and responsibilities of managers.
When exercising managers’ powers, you are required to exhibit such a degree of skill as may reasonably be expected from a person with your knowledge and experience, as well as exercise independent judgment.
You must also exercise a degree of diligence and care in your actions as a company manager. The test applied to determine ‘an acceptable level of care’ is what a reasonable person would do in looking after their own affairs.
In general, the responsibility for the company lies with the managers. When carrying-out the administration of the business, they have to apply the diligence of a prudent businessman, ie they have to supervise all actions of all employees and the other managers (cross-control).
The Board of Managers is entitled to conduct and may not delegate the following duties:
annual activity report
The managers also have to observe the instructions given by the shareholders via shareholders’ resolution.
There are many other areas of law that impose duties on the manager and senior officers. A sample of what are likely to be the most relevant are set out below:
Anti-bribery and anti-money laundering obligations are not specific duties of managers under the Turkish Criminal Code. Any persons regardless, of his or her position, shall comply with anti-bribery and anti-money laundering obligations, otherwise they risk being subject to criminal liability under the Turkish Criminal Code.
This is similar to anti-trust obligations, such duties are not specific to the managers under the Turkish Criminal Code, however, managers, regardless their positions are liable for breaches of anti-trust obligations under the Law on the Protection of Competition.
Managers, as representatives of the employer, can only use the employees’ personal data in relation to the employee’s qualifications or if it is required to perform a service.
Additionally there is an obligation not to disclose information belonging to their employees, if it is in the interest of the relevant employees for the information to remain confidential. Moreover, employers should use their employees’ personal data in line with honesty rules and other applicable laws.
You must ensure compliance with both Health and Safety and Environmental Legislation. Examples of duties imposed under this could be: