Newsletter-21

75 COMMERCIAL LAW examination of the chairman, the chairman may apply to the court without the need to hold a second board of directors’ meeting. The Scope of the Right to Request Information and Examination As explained above, the right to request information and exami- nation exercised during the meetings includes all works and transac- tions of the joint stock company. Within this scope, company books, records, contracts, correspondence and documents may be examined. The right to request information shall not be restricted nor rejected on the grounds of being “ confidential, ” nor as a “ company or business secret. ” In accordance with the preamble of TCCArt. 392(1), there are three reasons for this: (i) an untrusted person shall not be elected as a member, (ii) an aggravated duty of care is in question as per TCC Art. 369, (iii) leaking information is punishable by penal sanctions. In accordance with TCC Art. 392(3), the members of the board of directors may request information and examination on the “state of affairs” and “certain specific works,” subject to the approval of the chairman of the board of direction. Further elaboration of these concepts is necessary for the determination of the scope of the right to request information and examination. State of Affairs . This concept refers to the whole of the develop- ments that occurred in the company for a certain period of time. The information of a business field or a transaction group falls within this scope. Examples given are the general information on the sales and earnings of the business, its profitability, its market share and com- petitive power. Whether the company met its previously determined goals and, if so, which of these goals has been achieved, the general economic and financial state of the company, the impacts of the un- expected situations over the company may also be listed among the information regarding the state of affairs. Specific Works . This concept refers to more concrete works and issues. For example, the works discussed in the previous meeting, a company acquisition, a lease contract to be executed for a branch of-