Attendance fee is a financial right paid to the members of the board per meeting in order to participate in regular meetings and to encourage them to hold meetings. Attendance fee can be paid to the chairman and members of the board of directors, as long as there is no opposite regulation in the principle agreement of the corporation regarding the payment of attendance fees or it is not abolished or changed in the general assembly.
With a provision to be included in the principle agreement of the joint-stock company or by the decision of the general assembly, a fee may be paid to the board members for each meeting they attend, or it can be decided to pay at certain periods.
As the attendance fee is essentially a payment made in return for the attendance at the meetings of the members of the board, it has no relation with the company profit. Therefore, even if the company loses money, the members of the board are paid attendance fee.
The attendance fee payments to be made to the members of the board must be in line with their precedents and be balanced with the financial strength of the company. In addition, in accordance with the decisions of the Supreme Court, amounts made to only one manager, not done to other managers, and paid for a work done are not accepted as attendance fee payments.
Attendance fee is included in the “fee” according to the Income Tax Law and must be subject to tax as a fee.
Attendance to General Assembly Meetings by Proxy:
All shareholders listed in the “List of Those Who Can Attend the General Assembly” prepared by the Board of Directors have the right to attend the General Assembly meeting. These shareholders may attend the general assembly meetings in person or may send a third person to the general assembly as a representative. Regarding this situation, the provisions of the articles of association stipulating that the representative must be a shareholder are invalid.
As a result of the amendment made in the “Regulation on the Amendment of the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings” published in the Official Gazette dated 09.10.2020 and numbered 31269, the phrase “… or adding a signature declaration prepared before a notary public in the power of attorneys that are not notarized” in Article 18 of the “Procedures and Principles of the General Assembly Meetings of Joint Stock Companies” has been removed. Therefore, it is no longer possible to participate in the general assembly meeting without a notarized power of attorney.
Final version of the article provision; “In non-public companies, the power of attorney must be prepared in accordance with the example in Annex-3 in a notarized manner in order for the holders of both registered and bearer shares to be represented at the meeting through their representatives…”
Sample PoA in Annex-3: