General Duties of Board Members: Board members of Joint Stock Companies are responsible for managing the general affairs of the company, making strategic decisions and protecting the interests of the company. While performing these duties, they are expected to comply with high standards such as loyalty, care and honesty.
Criminal Liability: Board members and other managers of Joint Stock Companies may face criminal liability if they act unlawfully while performing their duties. These responsibilities are generally examined under the following headings:
Torts and Damages: Board members may face criminal liability for their actions that harm the interests of the company or harm third parties. This includes, for example, fraudulent disclosure, corruption, or fraud.
Tax Evasion and Financial Crimes: Board members may face criminal liability if the company fails to meet its tax obligations or commits financial crimes. Crimes such as tax evasion, money laundering, taking or giving bribes are evaluated in this category.
Employee Rights and Occupational Health and Safety: Board members may face criminal liability if they violate the rights of employees or provide conditions that do not comply with occupational health and safety standards. For example, negligence that causes work accidents or practices that violate the fundamental rights of employees fall into this category.
Scope of Criminal Liability: Board members and other managers may face both civil and criminal liability for crimes they commit in relation to the company’s activities. These responsibilities cover criminal cases as well as civil cases.
Protected Actions: In some cases, board members may be under legal protection when acting on behalf of the company. However, the scope of this protection is limited and does not exclude criminal liability arising from personal crimes or cases of willful negligence.
Legal Regulations and Internal Control Mechanisms: The Turkish Commercial Code and the Turkish Penal Code constitute the basic legislation regulating the criminal responsibilities of the board members of Joint Stock Companies. Additionally, establishing an effective internal control mechanism within companies can provide a defense mechanism against criminal liability of board members.
The criminal liability of board members of Joint Stock Companies is of great importance in terms of both protecting the interests of the company and acting in accordance with legal regulations. Therefore, company managers are required to seek legal advice and act in accordance with the legislation.
