Table Of ContentCorporate Governance Practices of Turkey:
A Critical Review
Metin Toprak* and Yuksel Bayraktar**
Awareness about corporate governance began in 2002 and 2003, following the
publications of international organizations on the same. In addition to the Capital
Market Board (CMB), NGOs have had a key role to play in the development of the
corporate governance system in terms of internal audit, internal control, risk
management and strategic planning. The external financing of the Turkish companies
was heavily based on banks (external finance) as in the continental Europe. Due to
the dependence on foreign financing, development of corporate governance was
relatively delayed when compared to the Anglo-Saxon countries such as the UK and
the US. Reference to corporate governance appeared in a communiqué of CMB, for
the first time, in 2003. Later, the banking law covered a chapter on internal systems
that aimed at corporate governance. The Turkish Commercial Code, renewed in
2011, mentioned corporate governance and assigned the regulatory authority of
corporate governance to CMB. Finally, the CMB law was renewed in 2012 and
regulated corporate governance in detail was laid out, and it reinforced the authority
of the CMB over other governmental institutions. CMB law made it mandatory for
Bourse Istanbul (BIST) companies to implement corporate governance regulations.
On evaluating the performance of the companies that implemented corporate
governance with the non-implementing companies, it is found that the performance
indexes of both the sectors do not differ significantly. It can be said that corporate
governance in Turkey is still treated as a set of procedures and needs time to be
internalized.
Introduction
The Turkish corporate sector has experienced various changes in the commercial legal
framework since the free market reform in 1980 (named January 24 Decisions). The direction
of reforms has been towards free market paradigm and deregulations. Normally, the inclusion
of corporate governance in these reforms must have been assumed. However, until 2002-03,
it is quite hard to find sufficient footsteps of corporate governance in legal and institutional
frameworks.
* Professor, Department of Economics, Istanbul University, Merkez Kampus, Beyazit, 34452 Faith, Istanbul; and
is the corresponding author. E-mail: [email protected]
** Associate Professor, Department of Economics, Istanbul University, Merkez Kampus, Beyazit, 34452 Fatih,
Istanbul. E-mail: [email protected]
©54 2017 IUP. All Rights Reserved. The IUP Journal of Corporate Governance, Vol. XVI, No. 2, 2017
The purpose of this paper is to portray the advent of corporate governance in the Turkish
economic and financial regulatory and institutional frameworks.
The paper is structured as follows: it discusses the relationship of corporate governance
with economic and legal structures, followed by a discussion of the historical development of
regulations on corporate governance with reference to Turkey. Subsequently, the paper
summarizes the corporate governance performance in Turkey, and finally, concludes presenting
the main implementation fields of corporate governance in the Turkish economic environment.
Relationship of Corporate Governance with Economic and Legal Structures
Corporate governance emerged firstly in the Anglo-Saxon countries such as the US and the UK,
and with the globalization of trade, investment and finance, it has also spread to other
developed countries in the continental Europe and Far East Asia. The last two decades have
shown that corporate governance has become an international reference point like
international reporting and accounting standards.
The Anglo-Saxon countries provided funding for their economic development through
public companies (equities). Effectiveness and sustainability of this model require accountability,
responsibility, measurability, and transparency in the company activities to protect the interests
of the shareholders. Taking the composition of stakeholders into account offers clues as to why
corporate governance has emerged first in the countries that relied on equity-based financing
model.
Banking-based financing model (foreign resources) of capitalism, historically, has been
common in continental Europe and Japan. The essential difference between banking-based and
equity-based model has also determined the time and scope of corporate governance. It can
be said that the main benefit of corporate governance is to favor the shareholders especially
the small-scale ones. On the other hand, in the credit-based model, financiers of companies are
banks and both sides are organized and well set up to defend their own rights against each other.
Therefore, the need for state involvement to protect lenders has been felt relatively less.
Since its institutionalization, corporate governance was a structural need in the Anglo-Saxon
economic model, as against behavioral, cyclical or temporary in the context of continental
Europe. Therefore, there is a time lag between two capitalistic traditions in terms of
implementing corporate governance. The Anglo-Saxon model of corporate governance gives
priority to save shareholders, while the continental Europe tradition aims at protecting various
stakeholders, and shareholders are just one of them.
In countries where financing model of economic development depends on banking and
national economies are under dominance of family-owned companies, with the contribution of
unregistered economy, structural problems are noteworthy in implementing corporate
governance. It is clear that with its 40% of informal employment level, implementing corporate
governance in Turkey faced important handicaps.
Generally speaking, in Turkey, personality of the head of the company stands out more than
identity of the company. In an environment where the boss and the company could not be
Corporate Governance Practices of Turkey: A Critical Review 55
considered separately, and companies have non-formal and formal accounting and reporting
records on par, it is difficult to talk about an efficiently running corporate governance system
in terms of transparency, accountability, responsibility and equality.
In fact, during frequent intervals, the governments initiated tax amnesties to legalize and
legitimize the wealth that the authorities had no knowledge of its source. Turkey has recorded
great successes to attract money from abroad or assets under the mattresses. Without
questioning other source of money to integrate into the system, it has run the risk of supporting
illegal activities indirectly.
The chairman of the umbrella organization of chambers of commerce and industry in
Turkey stated that where an informal economy is pervasive, it is difficult to accomplish
institutionalization and implement corporate governance. The warning remarks of the president
of the Turkish business association is as follows (TOBB, 2010): “Firstly, we should encourage
formal economy for the sustainability of our companies. Unfortunately, the current structure
of Turkey forces companies to run informally. While encouraging working informally, it would
be a luxury to talk around here about institutionalization. The more extensive informal economy
means the fewer strong companies. Companies will be up to the boss”.
The dominant role of banks in financing economic development has also affected financing
of politics and hence democracy. Banks, as powerful institutions, have serious determinative
roles in the business world and politics of the country. Without proper mechanism, this
directing-capitalist model inclined towards cronyism. Due to this clientalistic business model,
property rights faced serious infringements when a new government took over the reigns after
elections.
Implementation of corporate governance and internal systems (risk management, internal
control and internal audit) in some countries where the operating model of business world and
politics is not proper or designed to run into a clientalistic way, may cause some inefficiencies
and crowding out effects, and may even decrease productivity and efficiency (Abdioğlu, 2009).
It should be kept in mind that performance of corporate governance and related internal
systems is a result of a cultural absorption and may not produce expected results.
If countries or companies are not ready mentally and intellectually, corporate governance
would be only a set of procedures and may have no meaning on the transparency and
accountability of governments and companies. Implementation of corporate governance
necessitates a harmonious mechanism that consists of organizational structure, personnel,
transportation and other supportive services and administrative expenses. Therefore, inefficient
or so-called corporate governance regulations or implementations are useless and have extra
costs on societies and companies. However, the worst thing after the ineffective implementation
is that stakeholders would lose their faith in corporate governance.
In Turkey, the following factors have had determinative influence on the implementation
capability and performance of corporate governance: Shares of the public sector and private
sector in the national economy, company size, trade openness, competition culture and
regulations, the all-pervasive monopolistic and oligopoly markets. In terms of these criteria,
56 The IUP Journal of Corporate Governance, Vol. XVI, No. 2, 2017
Turkey had a promising scenario. Half of the BIST-30 companies are family-owned. At the end
of June 2013, while openness ratio of BIST-30 companies was 34%, that ratio for all publicly-
held corporations was 29% (TUYID, 2013).
Corporate Governance: Organization and Management
Institutions may be affected directly by various factors in the environment in which they operate:
Property rights, diversification of public funds, public confidence in politicians, unforeseen
payments and bribery, judicial independence, favoritism in decisions of government officials,
wasting in government spending, burden of government regulation, the effectiveness of the legal
framework for resolving disputes, the effectiveness of the legal framework for making the
necessary changes in regulations (Harvard Business Review, 2000). Therefore, the quality of activity
within the environment affects institutionalization and determines the quality of corporate
governance. In terms of companies, major stakeholders are listed as follows: shareholders, the
board, managers, employees, suppliers, customers, tax authorities, lenders and the settlement
areas in which the company operates.
The mechanism foreseen to formulate optimum protection of the role of the stakeholders—
those who are in the company’s decision-making and enforcement mechanism and those who
are not effective in these decision and enforcement mechanism—is considered for corporate
governance. The necessity of corporate governance may show urgency and public nature in
several ways: publicly-held corporations, the public goods nature of products and services, the
number of shareholders and other stakeholders who are not represented on the board, public
health, environmental protection, competition, tax concerns, informal sector, differences
between private and social costs or benefits, i.e., externalities.
Corporate governance is neither a guarantee for a company’s high performance nor a
prescription for preventing bankruptcy of a company. Corporate governance is an approach
that should not be related directly to the success or failure. Adoption of corporate governance
is to ensure development of mechanisms aiming at preventing abuse and realizing justice.
Corporate governance does not mean that all public-private companies and other
organizations should wear the same type of dresses. It is clear that many factors such as sector,
public-private ownership, the public goods, nature of goods and services, and monopolistic
nature of the activities require unique structures and operations. Factors such as type of
ownership of companies, principal-agent relationships in terms of stakeholders, accounting and
auditing standards and legal structure are important in corporate governance.
Differences in the structure and functioning of corporate governance systems have raised
the problem of: How to control a company effectively? Who should control the firm? What
should be the composition of the board of directors? What should be the role of the board
of directors in its relation to the management?
Due to the differences in motivations of stakeholders who have direct relations with the
company, it is the responsibility of the board of directors to ensure compliance with the
optimum benefit (Koçer, 2005). As a result, the main problem to be solved here is the principal-
agent problem. Corporate sector and political environment interact to a certain extent.
Corporate Governance Practices of Turkey: A Critical Review 57
Comparing corporate governance and democracy can give a useful simile. While the solution
to the principal-agent (Fama and Jensen, 1983) problem for companies is corporate governance,
the most effective instrument that has ever been developed for the problem in a democracy
is the separation of powers in the world of politics.
Internationalization of trade, portfolio and direct investments has led to internationalization
of accounting and reporting standards and made it a necessity to develop a universal language
for accounting and auditing. A time lag between developing and developed countries has been
gradually shortened and even simultaneous regulations in many countries have become a trend.
Speaking the same language in the fields of accounting and auditing is crucially important for
accountability and responsibility dimensions of corporate governance.
Company scandals are the driving factor behind the development of the principles of
corporate governance as well as standards for accounting, finance and auditing at international
level (The Cadbury Report, 1992). Corporate scandals, such as Enron and WorldCom in the US,
Parmalat in Italy, HIH and One Tel in Australia, Ahold in the Netherlands, Yanguangxia in China
and Imar Bank, Interbank, Çukurova Elektrik, leading football clubs, ÝSKÝ, and public banks in
Turkey, forced governments to give priority to the management and control of companies.
La Porta, Lopez, Shleifer and Vishny (LLSV hereafter, 1998) categorized 49 countries into
four general groups: common law countries, the French Civil Law countries, the German Civil
Law countries and the Scandinavian Civil Law countries. It could be said that while the strongest
protection of shareholders is assured by the common law, the weakest protection belongs to
the French civil law. The German and the Scandinavian Civil Law countries are stronger to
operate laws than the common law countries. However, the French Civil Law countries are the
weakest to operate the laws effectively. According to LLSV’s findings, Turkey’s performance in
the fields of effectiveness of the judicial system, the rule of law, corruption and accounting
standards are below the sample average. In the remaining two fields (risk of expropriation and
risk of a breach of contract), Turkey has the sample average.
Klapper and Love (2004) found that Turkey is under the sample average in three new fields,
the effectiveness of the judicial process, the rights restricting the board of directors, and
lawfulness.
The Performance of the Board of Directors and Corporate Governance
The greatest responsibility with regard to the implementation of corporate governance belongs
to the board of directors. Therefore, the composition of the board of directors, qualitatively
and quantitatively, and distribution of tasks between members are important indicators to show
the performance level of corporate governance.
Presence of independent members on the board of directors is quite an unusual thing at
traditional family-owned companies. Independent members of the board of directors are not
faced with conflict of interest with shareholders and activities of the company, so they can
evaluate the company more objectively. Independent members can be appointed by general
shareholder meeting of the company, but before this step, pre-approval of independent
58 The IUP Journal of Corporate Governance, Vol. XVI, No. 2, 2017
members by Capital Market Board (CMB) is needed (for a theoretical critique, see, Alpar Lošonc,
2007, 359-362; TTK, 2011; and SPK, 2012).
The conditions CMB (Turkish abbreviation is SPK) is seeking for independent members are
focused on knowledge and experience, and absence of conflict of interest. Independent
members of the board cannot be attached directly to the general director, because they evaluate
the operations of the company. Besides, independent members should not have supplier or
buyer relationships with the company, because in that case they cannot act independently.
In addition to the independent board members, the separation of Chief Executive Officer
(CEO) and chairman of the board is another crucially important issue. A CEO is responsible for
the operations and reports to the board. In order to evaluate the performance of the personnel
and the company objectively, to prevent conflicts of interests, and to ensure independent
opinion on the activities, the separation of the roles of the chairman and the CEO is a necessity.
Corporate Governance Mechanisms
The regulations related to corporate governance are carried out under the patronage of the CMB
(SPK, 2012). In fact, corporate governance is not just a collection of principles. If the principles
of transparency, accountability, equality (fairness), and responsibility are not concretized for the
whole administrative process and instruments, it will not go beyond rhetoric.
Moreover, only procedural establishment of the mechanisms may not be meaningful, so an
independent evaluation is needed to show that the established mechanisms and administrative
structure work effectively. In countries where (i) the business world is dominated by families;
(ii) companies are experiencing serious problems while being transferred to the next generation;
(iii) the informal economy is widespread; (iv) property rights are not protected like in the
developed countries; and (v) the identity or personality of the boss is standing out more than
that of the company, corporate governance performance of companies is interestingly in line
with the performance of democracy in the country. Stability or instability of the governments
goes parallel with the private sector. Clientalistic relationships between the government and the
companies are very determinative for proprietorship and competitiveness of companies.
The principle of equality can be defined as equidistant from all stakeholders, and protection
of their rights in terms of regulations and ethical rules (Rezaee, 2009). An extra problematic
issue for Turkey is that the companies are short-lived and the company and the boss are very
much intertwined. Only 4% of the family-owned companies are transferred to the fourth
generation (Alacaklıoğlu, 2010). Although these rates are low all over the world, Turkey’s rate
is lower than the world average.
The principle of transparency necessitates disclosure of all information about the
company—timely, accurately and easily accessible. International accounting standards and
international financial reporting standards have important functions in this respect. Turkey is
in full compliance with these standards. However, it needs time to absorb those standards for
both the public and private sectors. The principle of accountability expresses the accountability
of the board and directors towards the company, shareholders and other stakeholders.
Corporate Governance Practices of Turkey: A Critical Review 59
Notable problems and violations may occur in the companies where the separation of
functions of decision, implementation and evaluation (control) are not clearly disassociated
from each other. A very convenient example for this violation is the Turkish case of 2001
financial crisis. Regulation and supervision of public authorities on banks and companies
turned to supervision fiascos due to the clientalistic patterns. The principle of responsibility
aims at compliance of company’s operations, organization and functioning of management
with the in-house regulations and the main statute, and independent evaluation of this
compliance.
The Relationship Between Corporate Governance, Internal Control, Internal
Audit and Risk Management
When corporate governance is implemented besides risk management, internal control and
internal audit systems, outcomes such as an increase in the credibility of the company, a
decrease in the cost of capital, a rise in credit facilities, a rise in the performance of the
company, minimization of conflicts of interest, a rising trend in mergers and acquisitions, and
an increase in the sustainability of the company are expected.
Capital Market Board and Banking Regulation and Supervision Agency (BRSA, Turkish
abbreviation is BDDK) have primary and secondary regulations in terms of internal systems and
corporate governance for the companies under their regulatory and supervisory responsibilities.
These regulations are updated on a par with the developments in the world. Since corporate
governance requires transparent, accountable, and compatible procedures, it is clear that the
internal systems of a company will make the most contribution. Otherwise, without effective
internal systems, corporate governance will not be successful.
While internal control is performed during the execution of activities and is the basis of
quality assurance, internal audit is performed mainly after the operations and tries to eliminate
production losses or evaluate the whole system more systematically.
Risk management prioritizes the company’s risky activities by considering their risk levels
and volumes. Thus, the administrative measures (corporate governance) as well as business
measures (internal systems) are vital for the sustainability of the companies. Turkey’s regulations
relating to the internal systems are in line with international approaches developed from an
international perspective (see, Rachdi, 2010).
Regulations for Corporate Governance in Turkey
The CMB is the authorized public institution for the corporate governance framework. Other
sectoral organizations can make their own sectoral regulations on corporate governance only
after taking consent of CMB (Doğan, 2005). The law-level regulations on corporate governance
are as follows: the Capital Market Law, the Banking law and the Turkish Commercial Code (TCC).
Especially, CMB and BRSA circulated various decrees aimed at incorporating corporate
governance. In addition to these sector-specific laws, nation-level 5-year development plans
include corporate governance understanding that the public sector should make it concrete at
institutional level (The Ministry of Development, 2013).
60 The IUP Journal of Corporate Governance, Vol. XVI, No. 2, 2017
It is mandatory to apply corporate governance for public institutions. The legal basis for
this obligation depends on the law titled “Law on Public Fiscal Management and Control”. Based
on this law, “The Internal Audit Coordination Board” was established in 2004. The corporate
governance approach developed here is in line with the regulations of CMB and the TCC. Besides
governmental institutions, NGOs and other Non-Profit Organizations (NPOs) such as Association
of Corporate Governance in Turkey (TKYD) and Institute of Internal Auditors (IIA) have also
contributed to raising awareness about corporate governance (Ararat and Ugur, 2003).
TUSIAD, an umbrella association for the largest companies in Turkey, published a guide in
2002 titled, “Corporate Governance Best Practice Code: Structure and Functioning of the Board
of Directors” (TUSIAD, 2002). This guide entrusts the main responsibility of implementation of
corporate governance to the board of directors. Therefore, the guide focuses on the formation,
independence and agendas of the board of directors.
The Capital Market Law
CMB publicized a guide on corporate governance in 2003. This is the first public regulation
on corporate governance in Turkey. The guide was in the form of principles and emphasized
that compliance with these principles are discretionary. However, many publicly-traded
companies renewed their organizational architectures in line with these principles
(SPK, 2004).
Turkey’s corporate governance regulation is going parallel with its EU membership agenda
and its relations with international organizations and initiatives. Turkey is an active member of
the OECD, IMF, BIS, IASCO, UNDP, G-20 and the World Bank.
Since the early 2000s, in addition to traditional bureaucratic structures, independent
sectoral regulators have begun to emerge in Turkey. With these independent regulatory
authorities, international developments have been monitored more closely and compliance with
international regulations accelerated (OECD, 2004).
There is a remarkable parallelism between the Turkish corporate governance regulations
and Sarbanes-Oxley Act (The Sarbanes-Oxley Act, 2002). In addition, the BIS and the Basel
Committee on Banking Supervision play a leading role in guiding the banks by developing
principles and rules on corporate governance and internal systems of banks.
The first international regulation on corporate governance issued by the OECD in 1999 was
titled “OECD Principles of Corporate Governance”. A few years later, CMB issued a parallel set
of principles titled “Capital Market Corporate Governance Principles” in 2003. Then, this guide
was updated in 2005 and 2011 in parallel with updates in the international understanding. In
the 2011 update, that guide was converted into a communiqué, and corporate governance thus
has had a stronger base, because until that time it was only a decision of CMB.
In order to help investors to make healthy decisions, some obligations related to the timing
and content of advertisements of general assembly meetings have been put into effect.
Moreover, a mechanism of independent board member has been regulated to ensure
representation of small investors more effectively and effective functioning of the board of
directors away from conflicts of interest.
Corporate Governance Practices of Turkey: A Critical Review 61
In October 2011, a decree-law changed the capital market law (No. 2499) and added an
article on corporate governance. With this new amendment, the phenomenon of corporate
governance has become a legal necessity for publicly-held corporations. Law article on
corporate governance is regulated as follows: “In publicly-held corporations, the procedures
and the principles regarding corporate governance principles, the content and publication of
corporate governance compliance reports, the rating of compliance of corporations with
corporate governance principles and the independent memberships of board of directors shall
be determined by the Board. The Board shall use this authority in a manner that would not
result in unfair competition among publicly-held corporations and by considering the principle
of applying equal rules to equivalent corporations.”
All publicly-held corporations, listed by BIST with the last amendment in December 2011,
except the traded corporations, are in the watch list companies market and the developing
corporations market. However, after taking the feedback of markets and other related
stakeholders, CMB added three new principles and made amendments to the existing four in
February 2012.
A measurement has been developed by classifying corporations into three groups in terms
of their market values. Based on the market value of a company, some principles may be
obligatory or discretionary. As mentioned above, an update made in capital market law in
December 2012 and corporate governance has been arranged as a separate article. Publicly-
held corporations have to prepare and publicize a report about corporate governance
compliance. The compliance report should follow the approach of “apply or explain” in terms
of each principle and main part. Corporate governance compliance report is prepared on the
basis of CMB communiqué. A decision of CMB in 2004 arranged that the compliance report may
be a part of annual activity report and should clarify the implementation degree of each
principle.
The Communiqué of CMB organizes corporate governance principles into four main
sections: (i) shareholders (facilitate using of shareholders’ rights, information and inspection
rights, right to participate in the general meeting, voting rights, minority rights, dividend rights,
transfer of shares); (ii) public disclosure and transparency (public disclosure principles and tools,
website, annual activity report); (iii) stakeholders (the company’s policy towards stakeholders,
promoting the participation of stakeholders in the management of the company, the company’s
human resources policy; and (iv) the board of directors (management function of the board,
the board’s operating principles, the structure of the board, the structure of the board
meetings, committees established within the board).
BIST has established corporate governance rating and a corporate governance index. The
corporations which prefer to be included in this index would save an annual listing fee of up
to 50% for the first two years, 25% for the next two years, and 10% for the following years.
The Banking Law
Corporate governance implementation in the banking sector depends on the decisions of Basel
Committee on Banking Supervision. After the Asian and the Russian crises in 1997-98, the
62 The IUP Journal of Corporate Governance, Vol. XVI, No. 2, 2017
Committee prepared various documents on interest risk management, internal control systems,
transparency and credit risk management. The Banking Law arranges corporate governance in
a separate section under four headings (BDDK, 2006). These headings are management
(corporate governance principles, the board of directors, audit committee, managers), internal
systems (internal control, risk management, internal audit), the authorized institutions
(independent audit firms, valuation and rating agencies, supporting services organizations) and
financial reporting.
According to the Banking Law (No. 5411), BRSA has to consult CMB and associations of
institutions which are under its regulatory and supervisory responsibility about corporate
governance implementation (Baskıcı, 2012). Based on the banking law, BRSA declared and put
into force a communiqué titled “Communiqué on corporate governance principles for banks”
in November 2006. In that communiqué, corporate governance is described as follows:
“Corporate governance means the bank’s administration by its top management in
compliance with the goals set, the Law, the regulations published pursuant to the said Law
as well as other related legislation, the bank’s articles of association, the in-bank regulations
and the ethical banking rules in a manner to protect interests and rights of all stakeholders
and shareholders as well as the owners of the accounts held.” This regulation is binding on
all banks.
Corporate governance principles for banks in the banking law are developed exclusively for
banks and general principles of corporate governance declared by CMB are also binding on
the banks. Therefore, corporate governance principles for banks can be an example for sector-
specific principles, and this set of principles is neither general nor binding on other
corporations.1
The Turkish Commercial Code (TCC)
The concept of corporate governance was adopted for the first time in the renovated TCC
(No. 6102) in 2011 (TTK, 2011). The law consists of corporate governance regulations which
are binding not only on publicly-held corporations but also on some kinds of non-public
corporations. By these regulations, it is aimed to concretize corporate governance principles
1 BRSA has determined 7 principles about corporate governance. Under each principle there are explanatory
rules that banks should obey (Regulation on the Banks’ Corporate Governance Principles, BRSA, 2006):
Principle 1: Corporate values and strategic goals shall be established within the Bank.
Principle 2: Authorities and responsibilities within the bank shall be clearly specified and implemented.
Principle 3: Members of board of directors shall have the qualifications required to fulfil their tasks effectively,
be conscious of their roles they have undertaken within the corporate management and be capable of making
independent assessments on the bank’s activities.
Principle 4: The higher management shall be equipped with qualifications to fulfil its duties effectively and be
conscious of its role undertaken in the corporate governance.
Principle 5: The bank shall make the best use of the works carried out by its auditors as well as the independent
auditors effectively.
Principle 6: The compliance of the wages policy with the bank’s ethical values, strategic goals and internal
balances shall be provided.
Principle 7: Transparency shall be ensured in the corporate governance.
Corporate Governance Practices of Turkey: A Critical Review 63
