Abstract : Merkezi Kayıt Kuruluşu A.Ş. (MKK) which provides its members with registration, settlement and custody services as the Central Securities Depository of the Turkish capital markets started to provide electronic board of directors meeting services to all capital companies, whether they are publicly held or not. “e-BDS”, in other words “Electronic Board of Directors System” that is the format of this service; is an information system that enables to hold meetings in electronic environment for board of directors of joint stock companies and management boards of other capital companies. With e-BDS, Board of Directors members will be able to participate meetings in accordance with the law, regardless of where they are, and board decisions will be assumed instantly and signed with digital signatures.
With the possibility of holding general assembly meetings electronically within the framework of the new Turkish Commercial Code, which came into force in 2012, MKK had started to provide this service. As for 2020, MKK also started to provide Board of Directors meeting services electronically.
Effect of new technologies into corporate life found its reflection in Board of Directors meetings among other items of corporate world and requirement for systems that reduce time and costs while providing quick access to information for directors have emerged. In the introduction of this service by the MKK, it is stated that e-BDS aims to enable the board of directors meetings to be held electronically in a secure manner and enabling participation to meetings via audio and/or video broadcasting, casting of votes, sending of opinions and recommendations, signing of resolutions at a secure electronic environment and reducing costs.
e-BDS will allow all board meeting processes and protocols of companies to be conducted from a single center while Board of Directors members will be able to convey their opinions and cast their votes through the electronic environment. Alternatively, Companies may also choose the method of electronically signing the Board of Directors decisions to be uploaded ready to the system, without having a detailed electronic meeting from the beginning to the end. Moreover, e-BDS will be hosted in companies’ own IT systems and all related information and documents will be uploaded to the system in encrypted files. Additionally, Users will be able to log in to the system only with secure electronic signatures.
Major functions of the platform, which was put into service by MKK, can be listed as follows:
INSTALLATION TOTHE COMPANY’S OWN SYSTEM:
The e-YKS application will be installed and hosted in the company’s own information system. It is not possible to access the system from the outside.
Information / documents uploaded to e-YKS are stored encrypted in the system. Only authorized members of the Board of Directors can access these documents by entering the system with a secure electronic signature.
SIMULTANEUS VIEWING AND VOTING:
Members of the Board of Directors may convey their votes and opinions regarding the agenda items instantly, in writing or in werbally, during the meeting.
DOCUMENT SHARING DURING THE MEETING
During the meeting, documents can be shared by the moderator to be displayed on the screens of all participants.
PHYSICAL PARTICIPANT INTEGRATION
Physical participant list can be defined to the application and the votes of the physical participants can be entered into the system by the moderator during the live meeting.
When the voting process is terminated by the moderator, the voting result details of the relevant agenda item are displayed with graphicss to all electronic participants.
SINGNING OF RESOLUTIONS WITH ELECTRONIC SIGNATURE
Board rsolutions are signed with secure electronic signature with legal validity.
TRADE REGISTRY VERIFICATION SYSTEM
The decisions to be registered with the Trade Registry Directorate can be submitted to the control of the registrar from e-YKS. The registrar can verify the resolution nad signatres before the official registration.
TRACKABLE ACTIVITY HISTORY
The signature history in the signed documents and the votes given for each agenda item during the electronic meeting can be examined.
ROLE-BASED LIMITATED AUTHORISATION:
All functions on the application are associated with an authority and these authorisations can be managed based on particpant role.
With e-BDS, board meetings can be held legally without the requirement of physical attendance by all baodr members at one place, saving time and providing cost-effectiveness. Especially in cases where the members of the Board of Directors are in different cities and even in different countries, it may take a long time for the decisions of the Board of Directors issued in writing to be circulated among the members and forwarded from member to member via courrier or mail. E-YKS will ensure that decisions are taken instantly in cases where the necessity of making quick decisions in companies occurs and will speed up the operation of the company significantly.
Telephone :+90 0212 334 57 00
e-mail : email@example.com.