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Türkiyede Kurumsal Yönetim:Genel Bir Değerlendirme

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Author(s): Yunus Emre AKDOĞAN | Melek Acar BOYACIOĞLU

Journal: Selcuk Universitesi Sosyal Bilimler Enstitusu Dergisi
ISSN 1302-1796

Issue: 24;
Start page: 11;
Date: 2010;
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Keywords: Corporate Governance | Regulations | Turkey

ABSTRACT
corporations have played a triggering and deepening role in financial crises encountered. In this study, activities carried out forthe corporate governance mentality, which suggests a governance system that observes all interest groups related to thecorporation within the framework of basic principles such as transparency, accountability, fairness and responsibility, to beadopted and developed in Turkey are reviewed.Firstly, macro economical situation of Turkey and effects of applying this to corporate governance principles are beingdiscussed in the study. According to this, the government has played an effective role in economy in Turkey until 1980s. At thebeginning of 1980s, policies to minimize government intervention have begun. The bottom line of these policies were based moreon export, private sector and competition, oriented for free market conditions and incentive for foreign capital to be implementedinstead of import substitutional politics. Inflation rate generally being above 60%, real interest rate being over 30% during the1990s and average economical growth being relatively low have made the economical conditions hard for the companies actingin Turkey.Macro-economical instability resulting from high inflation and interest rates has made financial-industrial group companies inTurkey to become widespread. Owners of corporations have organized their businesses separately in order to distribute their risksand that has caused for the effective executive control of the corporate group at the controlling corporation level to concentrateamong one or a few shareholders. As a result of this, cross-ownership, controlling minority structure and priviliged ownershipstructures have become widespread in Turkey. Besides, instable tax management has pushed the companies to off-recordapplications to hide the profits.Responding to these problems which stem from economic crisis of 2000-2001, the Turkish authorities implemented a bankrestructuring programme as well as regulatory reforms. Effective audit implementations have been realized and standards forinternal control and risk management have been increased. Besides, reforms in banking law including advanced corporategovernance standards and limitations about lending have come into effect in November 2005. As a result of the reforms that havebeen made consumer price index which was 54% in 2001 decreased to 10.44% in 2008 and GDP growth which wasapproximately 7.5% in 2001 has increased at an average of 7.1% each year. Today, Turkish economy is one of fastest growingeconomies in the OECD.As it known, corporate governance has come to the agenda with the Cadbury Report for the first time in Europe. FollowingAsian Crisis in 1997 and corporate scandals in the 2000s such as Enron and WordCom, many countries have published principlesin terms developing corporate governance mentality. By taking reference the OECD Corporate Governance Principles, which waspublished in 1999 for the first time and then drawn up in 2004 after being reviewed, the Capital Markets Board of Turkey (CMB)published its Corporate Governance Principles in 2003 with the aim of developing corporate governance applications andintegrating Turkish capital market to the global markets and then finalized them in 2005 by reviewing those principles.Generally, corporate governance principles determined by the OECD are being gathered under six titles as “ensuring thebasis of an effective corporate governance framework”, “the rights of shareholders and key ownership functions”, “the equitabletreatment of shareholders” “the role of stakeholders in corporate governance”, “public disclosure and transparency” and “ theresponsibilities of the board”. The CMB’s corporate governance principles consist of titles such as “shareholders”, “publicdisclosure and transparency”, “stakeholders” and “the board of directors”. There is no obligation for implementation of the not.The OECD corporate governance principles are the cornerstones of corporate governance principles in Turkey as in manyother countries. For this reason, in this study, corporate governance principles determined in Turkey by the CMB and theactivities for putting these principles into practice will be discussed after drawing a general framework with corporate governanceprinciples determined by the OECD. Also, the regulations regarding the corporate governance mentality in the TurkishCommercial Code Draft (TCCD) will be discussed.Other than the CMB principles, different studies are being made to contribute to the development of corporate governancementality in Turkey. The regulations regarding the corporate governance rating which makes the corporate governance principlesimplementation levels of the companies to be determined by a standard and comparable measurement system, the ISE CorporateGovernance Index established to contribute the corporate governance implementations to settle in Turkey and to encourage thecompanies acting responsibly about this issue and The Corporate Governance Association of Turkey (CGAT), which has adoptedthe mission of being the guide for the corporate governance to be settled and implemented correctly in the companies in Turkey,may be considered among these.When we generally evaluate implementation of corporate governance principles in Turkey, we reached the finding which isstill 554 public companies in Turkey and 326 of them are traded on the ISE while the shares of 228 of them are not traded on theISE. If we are to remember that Corporate Governance Index has 25 companies, it will be seen that only 8% of the companiestraded on the ISE has a corporate governance rating of 6 or more. This situation may be interpreted as the CMB principlespublished in Turkey generally complies with the OECD principles but the companies are not so eager or conscious about theimplementation of these principles. This may be a result of the fact that the CMB principles are not based on a legal obligation.This situation brings to mind La Porta et al.’s study in which it is stated that “the companies with weak legal systems have the leastdeveloped capital markets”. When the findings of the study are considered within this framework, it can be concluded that it isnecessary to secure these basic principles legally and not to leave the implementation of basic corporate governance principles tothe initiative of the companies for having an advanced and reliable capital market. Within this context, it is expected for theTurkish Commercial Code Draft to establish a legal system within which the basic corporate governance principles areconcretized. It is considered that the enactment of Turkish Commercial Code Draft will contribute to the increase of corporategovernance principles implementation levels of the companies in Turkey.

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