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Disclosure Requirement of Public Joint Stock Company
Although there is no definition of the Public Disclosure principle according to TCC and CML, it is possible to say that the legislator does not limit this principle and paves the way for the principle to adapt to the changes.[1]
B. PURPOSE
The principle of public disclosure aims to protect both the small investor trading in the securities and to ensure fair order in the market with the access of equal information to the small investor. In this way, the reliability of the market shall be increased and the information which cannot be reached by small investor, will be provided and all kinds of investors in the market will be able to make a reliable evaluation within the framework of the presented information. In this context, investors shall evaluate the publicly held partnership and make their decisions according to this evaluation and investors shall shape their investment decisions according to the information they have acquired. For instance, as a result of the decisions which is taken by a joint-stock company, the investor who thinks that his investment may affect the future of the corporation will be able to dispose of his share in the corporation through the stock exchange and turn to capital market instruments. This situation has a great importance in terms of gaining the trust of the financial institutions by the public disclosure of investors operating in sectors such as pharmaceuticals and automotive, where financing is needed due to innovation and R & D. [2]
C. THE PRINCIPLE OF PUBLIC DISCLOSURE AND SHAREHOLDERS ‘RIGHT TO DEMAND INFORMATION WITH IN THE SCOPE OF TCC
The right to information and inspection of shareholders; individual, acquired and independent nature, usually complementary or affirming each other.[3] Even if the right to information and inspection is exercised, it is not possible to cancelled or limited by the articles of association or a resolution passed by an organ of the company according to Article 437 of TCC. Pursuant to Article 447 of TCC, general assembly resolutions shall be null if they restrict a shareholder’s right to information, inspection and control beyond the legally permissible degree. Within the scope of this right granted to shareholders can request to information and inspection about the following;
- Financial statements and consolidated financial statements,
- Annual activity report of the board
- Income statement and balance sheet,
- The Audit reports,
- Profit distribution proposal of the board,
- Corporate’s actions, inspection method and results,
- The commercial books and communications of the company.