Newsletter-21

73 COMMERCIAL LAW mission agents, brokers and intermediaries shall be dealt with within the scope of their respective contracts. The right to request information and examination shall not be used collectively by the board of directors; it shall personally be enjoyed by each of the members because of their membership title. Consequently, this right shall be terminated once the membership comes to an end. The usage of this right enjoyed by each member of the board of di- rectors shall neither be prevented, nor made more difficult in such a manner that exceeds the regulations of the TCC 2 . The enjoyment of the right to request information and examination shall not be rejected because it is not on the meeting agenda 3 . Right to Request Information and Examination outside the Meeting Pursuant to Art. 392(3), each member of the board of directors shall request information from those responsible for the management of the company on the state of business and certain specific works, and provided that it is necessary for the performance of his/her du- ties; they shall request submission of the company books and folders for examination subject to the chairman of the board of directors’ ap- proval. As per Art. 392(4), the chairman of the board of directors shall obtain such approval from the board of directors. In other words, in this situation, the scope of the right to request information and exami- nation exercised during the meeting shall remain the same; however, approval of the chairman for the members of the board of directors, and the board of directors for the chairman shall be obtained. Such approval shall not be subject to any form. When granting the approval, the chairman of the board of direc- tors shall exercise discretion. The limits to the chairman’s authority shall be determined by the principles of good faith and equal treatment. Within this scope, no difference is in question for the exercise of the right to request information and examination between the members and the chairman of the board of directors and between the members 2 Pulaşlı , p. 591. 3 Ünal Tekinalp , Sermaye Ortaklıklarının Yeni Hukuku, Vedat Kitapçılık, İstanbul 2015, p. 272, par. 12-101.