Corporate crime, fraud and investigations in Turkey: overview

A Q&A guide to corporate crime, fraud and investigations in Turkey.

The Q&A gives a high level overview of matters relating to corporate fraud, bribery and corruption, insider dealing and market abuse, money laundering and terrorist financing, financial record keeping, due diligence, corporate liability, immunity and leniency, and whistleblowing.

To compare answers across multiple jurisdictions, visit the Financial Crime Country Q&A tool.

This Q&A is part of the multi-jurisdictional guide to corporate crime, fraud and investigations law. For a full list of jurisdictional Q&As visit www.practicallaw.com/corporatecrime-mjg.

Contents

Fraud

Regulatory provisions and authorities

1. What are the main regulatory provisions and authorities responsible for investigating corporate or business fraud?

Civil law

Fraud is regulated under the general provisions of contract law. Generally, the law of obligations states that if any of the parties entered into an agreement as a result of being fraudulently misled by the other party into entering into that contract, the party who was fraudulently misled is not bound by the contract even if the misleading was not substantial. In this respect, fraudulent behaviour can take place in private tender contracts, and will be subject to general contract law principles.

Administrative law

Fraudulent actions in the context of public tender contracts are prohibited (see Question 2, Fraudulent acts in tenders).

Criminal law

Fraud, as a crime, is prohibited under the Turkish Criminal Code No. 5237 (Turkish Criminal Code) (see Question 2, Fraud).

Regulatory authorities

There is no specific regulatory body regulating corporate or business fraud. The civil courts handle civil cases and the criminal courts handle criminal cases and have the power, if necessary, to issue interim orders and injunctions.

The Financial Crimes Investigation Board (Mali Suçlar Araştırma Kurulu) (MASAK), has general roles of developing policies and improving legislation and collecting specific data to analyse and evaluate suspicious transaction reports in the context of financial crime. It also has specific regulatory powers in relation to money laundering (see Question 18).

The prosecution of corporate or business frauds, however, ultimately rests with the public prosecutors. In the context of tax evasion, it is necessary to obtain the opinion of the relevant tax authorities before prosecuting tax crimes. The public prosecutor must be notified by the relevant officials who are directly involved in tax audits through the opinion of the relevant Directorate of Tax Administration (Article 367, Law No. 213 on Tax Procedure Law).

The Public Officials Council of Ethics (Council of Ethics) was established in 2004 (Law No. 5176). The main purpose of the Council of Ethics is to:

  • Determine the principles of ethical conduct.

  • Review their application in public administration.

One of the Council's most important tasks is to determine the scope of the prohibition on public officials receiving gifts. The Council of Ethics is entitled to request a list, at the end of each calendar year, of gifts that were accepted by public officials who are managing directors or high-level officials of equivalent status.

Companies can issue their own best practice regulations and guidelines to regulate fraud. There are, however, no official best practice regulations and guidelines. Guidelines issued by companies can, therefore, only be voluntary. Not complying with those rules would be subject to the internal consequences set out by that particular company.

For more information on the regulatory authorities see box, The regulatory authorities.

 

Offences

2. What are the specific offences relevant to corporate or business fraud?

Fraudulent acts in tenders

Certain actions and behaviour are prohibited during the preparation, execution and finalisation of tender contracts, including fraud (Article 83, Law No. 2886 on National Tender Law, Article 17, Law No. 4734 on Public Tenders and Article 25, Law No. 4735 on Public Tender Agreements). Intent is required to conclude that an act constitutes fraud in tenders.

Fraud

Fraud is regulated under Article 157 of the Turkish Criminal Code (see Question 1, Criminal law) and is defined as "deceiving someone by fraudulent acts and obtaining benefit for itself or for another person's benefit to the detriment of the deceived person or another person" (Article 157, Turkish Criminal Code). Where fraud is committed during the commercial operations of merchants, company managers or other persons acting on behalf of the company, it is considered to be a "qualified fraud" and subject to even stricter penalties (Article 158, Turkish Criminal Code). Proof of intent is sufficient for an act to be considered to be fraud (that is, the perpetrator must know that his acts are fraudulent and that they would deceive other persons).

 

Enforcement

3. What are the regulator's powers of investigation, enforcement and prosecution in cases of corporate or business fraud and what are the consequences of non-compliance?

The public prosecutors have the powers of investigation, enforcement and prosecution in the case of corporate or business fraud (see Question 1, Regulatory authorities). They can perform actions they consider necessary, including (Turkish Criminal Procedural Law No. 5271) (Turkish Criminal Procedural Law):

  • Searches (for example, conducted on a suspect's body, dwelling place or place of business) (Articles 116 and 117, Turkish Criminal Procedural Law). It is necessary to obtain a search order for searches conducted on premises, workplaces and closed areas not accessible by the public from (Article 119(1), Turkish Criminal Procedural Law):

    • a judge;

    • a public prosecutor in cases where it is disadvantageous to wait for a judge; or

    • the police, pursuant to a written order issued by the police, if the public prosecutor cannot be reached.

  • If there is reasonable suspicion that criminal evidence exists the public prosecutor can:

    • conduct on-site searches and pursue an investigation (Articles 160 to 169);

    • pursue public prosecution if, at the end of the investigation phase, the evidence gathered give rise to sufficient doubt that a crime was committed (Articles 175 to 202).

Public prosecutors can issue interim injunctions (such as freezing orders, confidentiality and disclosure orders, orders for stay of execution, and so on) only during the investigation phase. If the public prosecutor deems that the evidence so far collected gives rise to sufficient doubt that a crime has been committed, then the ensuing process (that is, the prosecution phase) will be conducted under the supervision of the relevant judge responsible for that case.

The Turkish national courts can exercise extra-territorial jurisdiction in accordance with the various multilateral and bilateral treaties Turkey has entered into (see Question 29).

Non-compliance with the regulatory authorities could result in committing the following criminal offences:

  • Resistance in order to prevent the discharge of duty. The use of force or threats to prevent a public officer from discharging that officer's duties is punishable with imprisonment from six months to three years (Article 265, Turkish Criminal Code).

  • Annihilating, concealing and tampering with criminal evidence. If a person annihilates, deletes, conceals, tampers or spoils the evidence relating to a crime, with the purpose of preventing the truth from coming out, the perpetrator will be punished with imprisonment from six months to five years (Article 281, Turkish Criminal Code).

 

Penalties

4. What are the potential penalties or liabilities for participating in corporate or business fraud?

Civil/administrative penalties

There are no specific administrative monetary fines for fraud and qualified fraud under Articles 157 and 158 of the Turkish Criminal Code.

Criminal proceedings or penalties

Fraud is punished by (Article 157, Turkish Criminal Code):

  • One to five years' imprisonment.

  • Up to 5,000 days of judicial monetary fine.

Qualified fraud is punished by (Article 158, Turkish Criminal Code):

  • Two to seven years' imprisonment.

  • Up to 5,000 days of judicial monetary fine.

The daily amount of judicial fine can vary between TRY20 and TRY100. The judge determines the rate of the fine depending on the individual's economic and other personal status (Article 52, Turkish Criminal Code).

Penalties for fraud can only be imposed on natural persons, as companies, as legal entities, lack criminal liability (Article 20, Turkish Criminal Code) (see Question 11, Criminal sanctions on legal entities).

Civil suits

A claim for damages can be brought by the aggrieved party or third parties who have suffered from a corporate or business fraud against the entity or individuals responsible for the fraud (Turkish Civil Procedure Law No. 6100) (Turkish Civil Procedure Law).

Associations and other legal persons can file a lawsuit, on their own behalf, within the scope of their charters to (Article 113, Turkish Civil Procedure Law):

  • Protect the interests of their members or the individuals they represent.

  • Determine the rights of the respective individuals to compensation.

  • Remove the illegality.

  • Prevent future violations of the rights of the relevant individuals.

 

Bribery and corruption

Regulatory provisions and authorities

5. What are the main regulatory provisions and authorities responsible for investigating bribery and corruption?

Legislation

The main legislation applying for acts of corruption is the Turkish Criminal Code, which entered into force on 1 June 2005 and which prohibits a wide variety of offences relating to corruption (see Question 7).

Apart from the Turkish Criminal Code, the core anti-corruption legislation is the:

  • Turkish Criminal Procedural Law.

  • Law No. 657 on Public Officers.

  • Law No. 3628 on Declaration of Property and Fight Against Bribery and Corruption.

  • Regulation No. 90/748 on Declaration of Property (Regulation No. 90/748).

  • Regulation on Ethical Principles for Public Officers and Procedures and Principles for Application (published in the Official Gazette No. 25785 of 13 April 2005) (Regulation on Ethical Principles).

  • Law No. 5326 on Misdemeanours.

There are no best practice regulations/guidelines that have been issued as yet in relation to anti-corruption legislation. The Council of Ethics, however, has the authority to determine, through regulations, the ethical principles with which public officials should comply (see below, Regulatory authorities).

Regulatory authorities

There is no particular government agency that is responsible for enforcing bribery laws in Turkey. The judiciary has full power to apply the provisions stipulated under relevant laws.

The Financial Crimes Investigation Board investigates money-laundering activities (see Question 18).

The Council of Ethics has the authority to determine the principles of ethical conduct and to investigate whether public officials have fulfilled that conduct.

For more information on The Financial Crimes Investigation Board and the Council of Ethics see box, The regulatory authorities.

 
6. What international anti-corruption conventions apply in your jurisdiction?

Turkey is a signatory to and/or has ratified the following European and international anti-corruption conventions:

  • Council of Europe. Turkey has entered into:

    • Council of Europe Criminal Law Convention on Corruption 1999 (signed on 27 September 2001; ratified on 29 March 2004);

    • Council of Europe Civil Law Convention on Corruption 1999 (signed on 27 September 2001; ratified on 17 September 2003); and

    • Council of Europe Convention on Laundering, Search, Seizure and Confiscation of the Proceeds from Crime and on the Financing of Terrorism 1990 (signed on 28 March 2007).

  • International. Turkey has entered into:

    • OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions 1997 (including OECD Recommendation for Further Combating Bribery of Foreign Public Officials in International Business Transactions) (signed on 17 December 1997; ratified on 26 July 2000);

    • The United Nations Convention against Transnational Organized Crime 2000 (signed on 13 December 2000; ratified on 25 March 2003); and

    • The United Nations Convention against Corruption 2003 (signed on 10 December 2003; ratified on 9 November 2006).

In addition to multilateral treaties, Turkey is also a member of the:

  • Group of States against Corruption (GRECO) since 1 January 2004.

  • Financial Action Task Force since 1991.

  • OECD Working Group on Bribery.

 

Offences

7. What are the specific bribery and corruption offences in your jurisdiction?

Foreign public officials

Prior to 2003, bribing foreign public officials was not considered a crime in Turkish law. In 2003, the prior Turkish Criminal Code (Turkish Criminal Code No. 765) was amended so that offering, promising or giving advantages to foreign public officials or officials who perform a duty of an international nature, in order that the official "act or refrain from acting or to obtain or retain business in the conduct of international business" was also considered bribery (Law No. 4782 on Amending Certain Laws for Combating Bribery of Foreign Public Officials in International Business Transactions). The provision regulating bribery in the Turkish Criminal Code (Article 252) was amended in July 2012 so as to broaden its scope. The provision now provides that bribery is committed if a benefit is provided, offered or promised directly or via intermediaries, or if the respective individuals request or accept such benefit directly or via intermediaries (both of which would be in relation to the execution of that individual's duty to perform) (Article 252(9), Turkish Criminal Code), in order to obtain or preserve a task or an illegal benefit for international commercial transactions, to any of the following:

  • Public officials who have been elected or appointed in a foreign country.

  • Judges, jury members or other officials who work at international or supra-national courts or foreign state courts.

  • Members of the international or supra-national parliaments.

  • Individuals who carry out a public duty for a foreign country, including public institutions or public enterprises.

  • A citizen or foreign arbitrators who have been entrusted with a task within the arbitration procedure resorted to in order to resolve a legal dispute.

  • Officials or representatives working at international or supra-national organisations which have been established based on an international agreement.

If bribery of foreign public officials is committed abroad by a foreigner, and if this type of bribery is committed in order to perform or not to perform an activity in relation to a dispute to which Turkey, a public institution in Turkey, a private law legal person incorporated pursuant to Turkish laws, or a Turkish citizen are a party to, or in relation to an authority or individuals, then an ex officio investigation and prosecution will be conducted for these individuals:

  • Who provide, offer or promise to bribe.

  • Who accept, request, or agree to the offer or promise for the bribe.

  • Who mediate such.

  • To whom a benefit is provided due to this relationship.

This is contingent on these individuals being present in Turkey (Article 252(10), Turkish Criminal Code).

Domestic public officials

Bribing domestic public officials under the Turkish Criminal Code is regulated both for an individual who provides benefit to a public official or another person whom he indicates, as well as for a public official who benefits for himself or provides benefit to another person (Article 252(1) and Article 252(2), Turkish Criminal Code). In both cases, bribery takes place in relation to the execution of his duty to perform or not to perform directly or via intermediaries. Both the person granting the benefit and the government official are subject to criminal liability, irrespective of whether there is actually an agreement between them to bribe each other, since a sanction, albeit a reduced one, is nevertheless imposed on the party proposing to bribe his counterpart, even if his counterpart does not agree to such proposal (Article 252(4), Turkish Criminal Code). As of July 2012, the Turkish Criminal Code also sanctions an individual who acts as an intermediary for conveying the offer or the request to bribe to the other party, for accommodating the bribery agreement, or for providing bribery (Article 252(5), Turkish Criminal Code).

Private commercial bribery

As of July 2012, the Turkish Criminal Code regulates private commercial bribery. Accordingly, if a benefit is provided, offered or promised, or if the respective individuals request or accept such benefit, or if such is mediated, and if benefit is provided to another individual due to the following relationship, the general provisions regulating domestic bribery (see above, Domestic public officials ( www.practicallaw.com/7-576-4645) ) are applicable to individuals acting on behalf of the following entities, irrespective of whether or not the individual is a public official, and in relation to the execution of the respective individual's duty to directly or via intermediaries perform or not perform (Article 252(8), Turkish Criminal Code):

  • Professional organisations that are public institutions.

  • Companies that have been incorporated by the participation of public institutions or entities, or professional organisations that are public institutions.

  • Foundations that carry out their activities within a body of public institutions or entities, or professional organisations that are public institutions.

  • Associations working for the public interest.

  • Co-operatives.

  • Publicly traded joint stock companies.

Private persons can additionally be subject to both civil and criminal regulations if they commit bribery or corruption. They can be punished for bribing domestic or foreign public officials (see above) and the penalty of four to 12 years' imprisonment is imposed identically on private persons who give the bribe and public officials who receive it.

In addition, a civil action for damages can be filed against a private person whose bribing a public official causes damage to third parties under the Turkish Law of Obligations.

Bid-rigging

Bid-rigging is not technically a form of corruption. However, certain forms of bid-rigging are prohibited, including (Articles 235 et seq, Turkish Criminal Code):

  • Using fraudulent means to prevent potential bidders from participating in tenders.

  • Fraudulently making ineligible bidders participate in tenders.

  • Disclosing confidential information.

  • Making illegal agreements on price and other supply conditions.

Offences committed by public officials

The following offences can only be committed by public officials:

  • Malversation. Unlike bribery, malversation does not depend on agreement: it concerns a government official obtaining a benefit as a result of pressure or threats (Articles 250 et seq, Turkish Criminal Code).

  • Malfeasance. Crimes of malfeasance include (Articles 255, 257, 259, 260, and 261, Turkish Criminal Code):

    • obtaining a benefit by deceiving the benefit-provider by creating a false impression;

    • exceeding jurisdiction or power;

    • abuse of duty or power;

    • disclosure of duty-related secrets;

    • unauthorised use of escrowed or entrusted personal assets.

  • Embezzlement. Embezzlement means dishonestly appropriating assets that have been entrusted to a government official (Article 247 et seq, Turkish Criminal Code).

Defences

8. What defences, safe harbours or exemptions are available and who can qualify?

There are no particular defences available for bribery, except that it is necessary to prove that a benefit was gained by a public official by committing or failing to commit an act he was legally required to perform (see Question 7, Bribery). Accordingly, bribery is committed when the "purpose" to gain a certain benefit from the act is achieved, irrespective of the existence of intent.

For leniency and immunity, see Question 28.

 
9. Can associated persons (such as spouses) and agents be liable for these offences and in what circumstances?

Individuals who knowingly participate in an illegal act are liable under Article 40 of the Turkish Criminal Code.

 

Enforcement

10. What are the regulator's powers of investigation, enforcement and prosecution in cases of bribery and corruption and what are the consequences of non-compliance?

The same powers apply as for corporate and business fraud (see Question 3).

Turkish authorities must interact with their foreign counterparts within the scope of their obligations arising from international agreements, such as OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions 1997.

 

Penalties

11. What are the potential penalties for participating in bribery and corruption?

Civil/administrative proceedings or penalties

If damage is caused as a result of bribery and corruption, it is possible to bring pecuniary and non-pecuniary claims for compensation under the Turkish Civil Procedural Law. If bribery and corruption takes place within a legal entity with an established board of directors, then civil lawsuits can also be filed, such as:

  • Compensation lawsuits for damages under the Turkish Law of Obligations (see Question 7, Bribery).

  • Lawsuits to determine the legality of a board of directors' decision (Articles 106 et. seq., Turkish Civil Procedural Law).

Civil lawsuits can be filed against:

  • Specific individuals (such as managers or employees of a company).

  • Legal entities, such as the relevant company.

This is in contrast to criminal prosecution, where the defendant must be a real rather than legal person (see below, Criminal proceedings).

As for administrative proceedings, legal entities can be fined from TRY13,595 to TRY2,719,406 if the bodies, representatives or persons who have been assigned with duties to carry out their activities commit, among others, the crimes of bid-rigging and bribery for their benefit (Article 43/A, Law No. 5326 on Misdemeanours).

Criminal proceedings or penalties

Criminal acts that are committed in Turkey or that are deemed to have been committed in Turkey by companies or individuals are subject to criminal sanctions. In this respect, for example, bribing a foreign public official (such as a bank official) abroad to make a bank transfer to a bank in Turkey for a Turkish company would be a criminal offence that would be deemed to have been committed in Turkey. This is because the benefit that is gained takes place in Turkey, irrespective of the nationality of the foreign public official or the country in which the criminal offence is committed.

Bribery. The penalties for bribery are:

This is subject to any aggravating or extenuating circumstances set out under the Turkish Criminal Code. Administrative monetary fines do not apply to bribery.

In addition, the length of potential imprisonment can be increased by one-third to one-half if the individual who receives a bribe or offers a bribe or agrees to act as such conducts judicial duty, or is an arbitrator, expert, notary public, or sworn financial consultant (Article 252(7), Turkish Criminal Code).

Malversation. Malversation is punishable by imprisonment of five to ten years for the defendant government officer, subject to any extenuating or aggravating circumstances. Administrative monetary fines do not apply to malversation.

Malfeasance. The penalties differ depending on the act.

Embezzlement. Embezzlement is punishable by imprisonment of five to 12 years for the defendant government officer, subject to any extenuating or aggravating circumstances.

Criminal sanctions on legal entities

Penal sanctions cannot be imposed on legal entities (Article 20, Turkish Criminal Code). However, where a bribe creates a benefit to a legal entity, one of the following security measures can be imposed on the company (Article 253, Turkish Criminal Code):

  • Invalidation of the licence granted by a public authority.

  • Seizure of goods which are used to commit, or are the result of a crime by the legal entity's representatives.

  • Seizure of pecuniary benefits arising from or which provided for the crime being committed.

In addition, legal entities can be fined from TRY13,595 to TRY2,719,406.

 

Tax treatment

12. Are there any circumstances under which payments such as bribes, ransoms or other payments arising from blackmail or extortion are tax-deductible as a business expense?

It is unlikely that such payments would fall into the category of a deductible expense. The following expenses are deductible for the purposes of calculating net income for taxation purposes (Article 40, Income Tax Law No. 193):

  • General expenses that are incurred to generate and maintain commercial income.

  • Board and lodging expenses for staff and employees at the workplace or for the equipment of the workplace.

  • Treatment and medical expenses.

  • Insurance premiums and retirement allowances.

  • Damages, costs and compensation that are paid under an agreement, judicial decision or a legal provision (which are related to the work of the taxpayer).

  • Work and residence expenses that are related to the work and that are reasonable in relation to the scope and nature of the work.

  • Expenses relating to vehicles used in relation to the work, real tax, duties and charges amortisations indicated in the Turkish Tax Procedural Law.

Expenses not set out in Article 40 cannot be deducted from income tax. Including non-deductible expenses in company and financial records could breach both the Turkish Tax Procedure Law and the Turkish Criminal Law, depending on the facts of the case.

 

Insider dealing and market abuse

Regulatory provisions and authorities

13. What are the main regulatory provisions and authorities responsible for investigating insider dealing and market abuse?

Regulations

It is illegal to use "inside information" to purchase or sell securities such as stocks, bonds, options, and so on (Article 106, Capital Markets Law No. 6362). The Capital Markets Board can issue best practice regulations and guidelines on insider dealing, market abuse, manipulation and similar offences (for example, the best practice regulation on manipulation on the stock exchange market of 2003). These regulations and guidelines are not mandatory in nature as they are intended to merely guide and provide an insight to intermediaries, investors and relevant parties, and therefore non-compliance will not give rise to any penalties.

Regulatory authorities

The Capital Markets Board of Turkey is responsible for ensuring that companies comply with capital markets legislation. In addition, the public prosecutors are responsible for investigating and prosecuting matters that would constitute a crime and that would fall within the ambit of the public prosecutors under the Turkish Criminal Code and Criminal Procedure Law (see Question 1, Regulatory authorities).

For more information on the Capital Markets Board of Turkey see box, The regulatory authorities.

 

Offences

14. What are the specific insider dealing and market abuse offences?

Insider dealing can consist of:

  • Misuse of information (Article 106, Capital Markets Law No. 6362). Certain persons (see below) are punishable by two to five years' imprisonment and a judicial fine if they issue, alter or cancel orders of sale or purchase of capital market tools, on the basis of information that might affect investors' decisions, or the value of the tools, which:

    • are directly or indirectly about capital market tools or issuers; and

    • have not been disclosed to the public.

    The relevant persons are:

    • managers of the partnerships of issuers or their affiliated or dominant partnerships;

    • persons who possess certain information due to holding of shares in the partnerships of issuers or their affiliated or dominant partnerships;

    • persons who hold information due to the performance of their occupational duties;

    • persons who obtain such information by committing a crime;

    • persons who know, or should know, that the information they obtained carries the properties set out in Article 106.

  • Market fraud (Article 107, Capital Markets Law No. 6362). The following persons are punishable by two to five years' imprisonment and a judicial fine from 5,000 days to 10,000 days if they purchase or sell, order or cancel or alter an order, or realise account activities, with the purpose of creating wrong or deceitful impressions with regard to:

    • the prices of capital market tools;

    • the change in the prices or supply and demand of capital market tools.

 

Defences

15. What defences, safe harbours or exemptions are available and who can qualify?

The following activities are not considered to be misuse of information or market board (Article 108, Capital Markets Law):

  • Applying money, foreign exchange and public debt management policies, or fulfilling actions to maintain financial stability, by persons who are acting on behalf of the Central Bank of Turkish Republic or another authorised institution.

  • Re-purchase programmes applied in accordance with the Capital Markets Board, programmes allocating shares to employees, and allocating other shares to the issuers or the employees of the affiliated entities.

  • The performance of sale and purchase of capital market tools or issuing or cancelling of orders, with the exclusive purpose of promoting the market prices of these tools for a pre-defined period, as long as they are performed in accordance with the stabilising actions of the Capital Markets Board and market-making regulations.

In addition, intent must be proved to determine the existence of insider dealing offences.

Enforcement

16. What are the regulator's powers of investigation, enforcement and prosecution and what are the consequences of non-compliance?

The same powers and consequences for non-compliance apply as for corporate and business fraud (see Question 3). In addition, the Capital Markets Board of Turkey is empowered to regulate and monitor companies to ensure accuracy of information and data.

Sanctions

17. What are the potential penalties for participating in insider dealing and market abuse?

Civil/administrative proceedings or penalties

If damages are caused as a result of insider dealing, it is possible to bring pecuniary and non-pecuniary claims for compensation under the Turkish Civil Procedure Law. It may also be possible to bring civil lawsuits against the company (see Question 11, Civil proceedings). In addition, the Capital Markets Board of Turkey is also empowered to impose administrative monetary fines and de-list companies.

Criminal proceedings or penalties

Imprisonment of two to five years and a judicial monetary fine can be imposed. The amount of the judicial fine cannot be less than twice of the amount of the gains obtained through the crime (Article 106, Capital Markets Law).

Civil suits

The managers, members of the board of directors and the founders of the company are liable to the company, its shareholders and its creditors, if they breach their obligations arising from applicable laws and the articles of association by their actions (Article 553, Turkish Commercial Code). Managers, members of the board of directors and the founders of the company cannot, however, be held liable for breaches of applicable laws, articles of incorporation or corruption that took place beyond their control (Article 553).

Punitive damages are not available under Turkish Law.

 

Money laundering, terrorist financing and financial/trade sanctions

Regulatory provisions and authorities

18. What are the main regulatory provisions and authorities responsible for investigating money laundering, terrorist financing and/or breach of financial/trade sanctions?

Money laundering

Regulations. The main anti-money laundering legislation in Turkey is:

  • Law No. 5549 on Prevention of Laundering Proceeds of Crime (Anti-Money Laundering Law).

  • Regulation on Implementation of the Law No. 5549.

  • Law No. 6415 on the Prevention of the Financing of Terrorism.

  • The Turkish Criminal Code.

  • Regulation on the Procedures and Principles on the Enforcement of the Law on the Prevention of the Financing of Terrorism.

Regulatory authorities. The Presidency of the Financial Crimes Investigation Board, which directly reports to the Ministry of Finance, is responsible for investigating money laundering. The Financial Crimes Investigation Board has the power to conduct investigations and assessments on money-laundering activities, including to:

  • Develop policies and improve legislation.

  • Collect and analyse data.

  • Co-ordinate investigations into money laundering with the Presidency.

For more information on the Financial Crimes Investigation Board see box, The regulatory authorities.

Terrorist financing

Regulations. The main regulatory provisions for terrorist-financing are contained in:

  • Law No. 6415 on the Prevention of the Financing of Terrorism.

  • Law No. 3713 on Combating Terrorism (Law on Combating Terrorism).

  • Regulation on the Procedures and Principles on the Enforcement of the Law on the Prevention of the Financing of Terrorism.

No best practice regulations or guidelines have been issued as yet.

Regulatory authorities. There is no specific authority responsible for investigating terrorist-financing. Investigation and prosecution are conducted according to the general rules set out in the Turkish Criminal Procedural Law (see Question 21). The Council of Ministers is responsible for deciding whether to impose asset-freeze sanctions requested from foreign states. The Presidency of the Financial Crimes Investigation Board is responsible for confidential investigations into these requests and for the enforcement of the Council of Ministers' decision. The Commission on the Assessment of the Freezing of Assets can decide whether to file a criminal complaint under the Criminal Procedural Law No. 5271 against the relevant persons (see Question 21).

For more information on the Financial Crimes Investigation Board see box, The regulatory authorities.

Financial/trade sanctions

Regulations. In Turkey, there are no comprehensive financial/trade sanctions which are imposed on specific countries, unlike the US and the EU. However, asset-freeze sanctions based on resolutions of the UN Security Council are enforced in Turkey, under the terrorist financing legislation (see above, Terrorist financing ( www.practicallaw.com/6-503-3460) ).

Regulatory authorities. See above, Terrorist financing.

 

Offences

19. What are the specific offences relating to money laundering, terrorist financing and breach of financial/trade sanctions?

Money laundering

A person is guilty of an offence if, in relation to a crime that is punishable by imprisonment of six months or more, he either (Article 282, Turkish Criminal Code):

  • Transfers the proceeds values to a foreign company.

  • Subjects the proceeds to various transactions to:

    • conceal their source;

    • create the impression that the money was legitimately obtained.

The proof of intent to transfer the proceeds resulting from a crime to a foreign country is sufficient for there to be money laundering. The Anti-Money Laundering law does not set out specific money laundering offences, but defines money laundering crime by referring to the crime set out in Article 282 of the Turkish Criminal Code.

In relation to sanctions for this offence, see Question 22, Criminal proceedings.

Terrorist financing

A person who knowingly and willingly provides funds to a terrorist or a terrorist organisation, with the purpose of the funds being used for actions which have been described as crimes under Article 3 of Law No. 6415 on the Prevention of Financing Terrorism in whole or in part, even though not associated with a specific act, is punishable with imprisonment of between five to ten years.

Article 3 refers to:

  • Several international agreements to which Turkey is a party.

  • The crimes of terror set out under Law No. 3713 on Combating Terrorism, that is, actions committed with the purpose of:

    • scaring or intimidating a public official;

    • attempting to realise or to lead to the avoidance of an action that should be made by a government or an international organisation.

For the purposes of Law No. 6415 on the Prevention of Financing Terrorism, funds mean movable and immovable property, which can be represented by:

  • Money.

  • All types of goods.

  • Rights.

  • Receivables.

  • All types of document that represent them, either in a tangible or non-tangible form.

Specific intention is required to commit an offence. It is not possible to commit an offence with eventual intent or negligence, and therefore it would be necessary to prove it (Article 4/1, Law No. 6415 on the Prevention of Financing Terrorism).

Persons who do not comply with the asset-freeze decisions, or who neglect to comply with or who delay in enforcing these decisions, will be punishable with imprisonment. If the person who committed the crime is an organ or representative of a legal person and the actions have been committed within the scope of that legal person's activities, that person will be punishable with a fine (see Question 22, Terrorist financing: Criminal proceedings).

For more information on the Financial Crimes Investigation Board see box, The regulatory authorities.

Financial/trade sanctions

For information on penalties for breach of asset-freeze decisions, see above, Terrorist financing.

 

Defences

20. What defences, safe harbours or exemptions are available and who can qualify?

Money laundering

The following are not subject to penalties for money laundering under Article 282 of the Turkish Criminal Code (Article 282/6, Turkish Criminal Code):

  • An individual who facilitates the seizure of asset values resulting from a crime.

  • An individual who informs the competent authorities concerning the whereabouts of asset values before a public prosecution is initiated.

Terrorist financing

There are no leniency provisions or applicable defences for terrorist financing.

Financial/trade sanctions

There are no leniency provisions or applicable defences for the breach of financial/trade sanctions.

 

Enforcement

21. What are the regulator's powers of investigation, enforcement and prosecution and what are the consequences of non-compliance?

Money laundering

The Presidency of the Financial Crimes Investigation Board has the following powers to investigate money laundering (Article 19, Anti-Money Laundering Law):

  • To collect data, to receive suspicious transaction reports, and to analyse and evaluate them as part of the prevention of laundering the proceeds of crime and terrorist financing.

  • To request such documents for examination from law enforcement and other relevant bodies as may be needed during the evaluation of suspected money laundering activities.

  • To convey files to the Chief Public Prosecutor's Office for the necessary legal actions under the Criminal Procedure Law if, at the conclusion of the examination, there are serious findings that a money laundering offence has been committed.

  • To convey the cases to the competent Public Prosecutor's Offices in cases where serious suspicion exists that a money laundering or terrorist financing offence has been committed.

The public prosecutors have authority to prosecute money laundering.

Turkish national courts can exercise extra-territorial jurisdiction in accordance with the various multilateral and bilateral treaties Turkey has entered into (see Question 29).

For information relating to requests to freeze assets made by foreign governments, see below, Terrorist financing.

For more information on the Financial Crimes Investigation Board see box, The regulatory authorities.

Terrorist financing

There is no specific authority responsible for investigating terrorist-financing. Investigation and prosecution are conducted according to the general rules set out in the Turkish Criminal Procedural Law.

Requests to freeze assets made by foreign governments are considered by the Financial Crimes Investigation Board and the Council of Ministers. Once a request regarding to freeze assets is made, the Presidency of the Financial Crimes Investigation Board launches a confidential investigation to identify the assets of that person in Turkey and determine whether there is reasonable doubt regarding whether there has been terrorist financing. During this investigation process, public institutions and private real and legal persons must provide the necessary documents and data to the Presidency, in the required procedure, form and deadline, without any delays. The Presidency also gathers data from its own database and other databases to which it has direct access. The personal data gathered during this investigation cannot be used for purposes other than this investigation, and the Presidency must take the necessary precautions to ensure that the personal data gathered is protected. When the Presidency completes the investigation, the Presidency submits the results of the investigation to the Commission on the Assessment of the Freezing of Assets (Commission).

The Commission prepares an affidavit depending on the results of the investigation and submits this affidavit to the Council of Ministers. The Council of Ministers decides, dependent on the results of that investigation, whether the assets should be frozen. Once the Council of Ministers makes its decision regarding asset freezing, the Presidency is responsible for its enforcement. The Commission can decide whether to file a criminal complaint under the Criminal Procedural Law No. 5271 against the relevant persons.

For more information on the Financial Crimes Investigation Board see box, The regulatory authorities.

Financial/trade sanctions

See above, Terrorist financing.

 

Penalties

22. What are the penalties for participating in money laundering, terrorist financing offences and/or for breaches of financial/trade sanctions?

Money laundering

Civil proceedings. Under general principles of civil law, a claim can be brought by the aggrieved party or third parties who have suffered from money laundering, against the entity or individuals who are responsible for money laundering.

As for administrative sanctions, legal persons can be fined from TRY13,595 to TRY2,719,406 if the bodies, representatives or persons who have been assigned with duties to carry out their activities commit, among others, the crime of money laundering (Article 43/A, Law No. 5326 on Misdemeanours).

Criminal proceedings. Money laundering is punishable by both (Article 282, Turkish Criminal Code):

  • Three to seven years' imprisonment.

  • 20,000 days of the judicial monetary fine.

Terrorist financing

Civil proceedings. See above, Money laundering: Civil proceedings.

Criminal proceedings. The sanctions imposed for terrorist financing is five to ten years' imprisonment (Article 4, Law No. 6415 on the Prevention of the Financing of Terrorism, Articles 8/A and 8/B, Law on Combating Terrorism, referencing Articles 314 of the Turkish Criminal Code). Failure to comply with an asset-freeze decision is punishable by imprisonment of six months to two years, unless this offence constitutes a crime punishable with a harsher sentence. In addition, if the person who committed the crime is an organ or a representative of a legal person and the actions have been committed within scope of the activities of the legal person, this legal person will be punishable with a fine from TRY10,392 to TRY103,929 (Article 15, Law No. 6415 on the Prevention of Financing Terrorism).

Breach of financial/trade sanctions

Civil proceedings. See above, Money laundering: Civil proceedings.

Criminal proceedings. See above, Terrorist financing: Criminal proceedings.

 

Financial record keeping

23. What are the general requirements for financial record keeping and disclosure?

Aside from the general requirements, specific rules apply to public and non-public companies (see below).

General rules

Generally, taxpayers must keep documentation for a period of five years after the end of the financial year to which they relate (Article 253, Turkish Tax Procedure Law No. 213).

In addition, those persons who are required to keep accounting books and their successors or representatives must keep (Article 68(1), Turkish Commercial Code No. 6102) (Turkish Commercial Code):

  • Their books for a period of ten years after their first entry.

  • Other accounts and documentation for a period of ten years from their relevant entries.

Public companies

Publicly traded companies must keep their corporate books and financial records in accordance with the provisions set out in Communiqué on Financial Reporting in Capital Markets (Series No. II, 14.1).

Non-public companies

Non-public companies (that is, limited liability companies and joint stock companies under Turkish law) are primarily subject to the provisions of the Turkish Commercial Code in terms of keeping their financial records and books. Both types of non-public companies (that is, limited liability companies and joint stock companies) are limited companies. The liability of the shareholders for obligations of either a joint stock company or a limited liability company is limited to their capital commitment, except for certain of a limited liability company's obligations to the government.

Generally, each shareholder has the right to request (Article 225, Turkish Commercial Code):

  • An internal audit of the company records and books.

  • Information concerning the actions of the relevant company.

  • The preparation of an accounting statement showing the company's financial status.

Any agreement to the contrary is considered void.

 
24. What are the penalties for failure to keep or disclose accurate financial records?

Loss of tax

"Loss of tax" results from tax not being accrued on time or is accrued incompletely, as a result of a failure to wholly or partially fulfil the relevant taxation duties of the taxpayer or responsible individual who pays the tax to the tax authority on behalf of the taxpayer, by deducting the tax from the taxpayer's economic assets (Article 341, Turkish Tax Procedure Law No. 213). The minimum penalty for committing a loss of tax is at least TRY9.70 for each document, bond and bill that is subject to tax and duty (Article 343, Turkish Tax Procedure Law). This penalty is an administrative penalty, which only concerns tax law and which is subject to administrative procedures (that is, a penalty imposed for loss of tax is not a criminal penalty).

Forgery

A person is liable to be punished by imprisonment of six months to two years and a judicial fine of up to 5,000 days if he intentionally does not either (Article 112, Capital Markets Law No 6362):

  • Keep books or records which he is mandated to keep by law.

  • Preserve records for as long as the law requires them to be kept.

Persons who commit the following offences are liable to be punished according to the relevant provisions of the Turkish Criminal Code:

  • Arranging financial tables and reports in a way that does not reflect the truth.

  • Opening an account contrary to truth.

  • Conducting accounting tricks on the records.

  • Arranging wrong or deceitful independent audit and assessment reports.

Liability will also attach to members of the boards of directors or managers of the issuer who have requested that the reports, records, and so on, be arranged in this way.

The penalty imposed for forging private documents is one to three years' imprisonment (Article 207, Turkish Criminal Code). The penalty imposed for forging public documents is two to five years' imprisonment (Article 204(1), Turkish Criminal Code). The penalty imposed on individuals who forge public documents that they are authorised to issue is three to eight years' imprisonment (Article 204(2), Turkish Criminal Code).

Fraud

General Communiqué on Tax Procedure Law (Series No.229) sets out penalties for fraudulent conduct in the context of financial records (such as false invoices and not issuing a retail sales certificate). Issuing fake invoices and other irregularities (such as obtaining an invoice for a donation that was not given) are penalised as follows:

  • Imprisonment of one to three years (Article 207, Turkish Criminal Code).

  • Penalty of 10% on the difference between the actual value of the invoice and the forged value (a minimum fine of TRY190 applies) (Article 353, Turkish Tax Procedure Law No. 213). This penalty is an administrative penalty, which only concerns tax law, and which is subject to administrative procedures (that is, a penalty imposed for loss of tax is not a criminal penalty).

 
25. Are the financial record keeping rules used to prosecute white-collar crimes?

Except in certain areas, such as money laundering, white collar crimes are prosecuted under the Turkish Criminal Code and the Turkish Criminal Procedural Law. Financial record-keeping rules apply to white-collar crimes only insofar as they are used to determine and set the scope of interpreting financial crimes.

The opinions of tax authorities must be obtained before bringing a criminal prosecution in cases of tax evasion (see Question 1, Regulatory authorities).

 

Due diligence

26. What are the general due diligence requirements and procedures in relation to corruption, fraud or money laundering when contracting with external parties?

Companies can choose to incorporate certain contractual clauses in contracts they enter into with external parties, in an effort to combat corruption, fraud and money-laundering. These clauses may differ in scope and detail depending on the level of risk these contracts may present (whether low-risk, medium-risk, or high-risk). For example, such a clause may require the external party to:

  • Comply with the legislation of the host country, and the code of conduct of the contracting party.

  • Ensure, where goods are provided in relation to this agreement, that reasonable measures are taken to ensure the parties and approved sub-contractors comply with the code of conduct.

The scope of clauses incorporated in medium-risk and high-risk contracts will vary, and may cover various different aspects of combating corruption, fraud or money laundering (for example, clauses ensuring compliance through training, inspection of books and financial records, intra-company investigations, and so on).

 

Corporate liability

27. Under what circumstances can a corporate body itself be subject to criminal liability?

Generally, criminal sanctions cannot be imposed on legal entities, but only on individuals who have committed a crime in Turkey under the Turkish Criminal Code (Article 20, Turkish Criminal Code). However, where a bribe creates an unlawful benefit for a legal entity, security measures can be imposed on the entity (Article 253, Turkish Criminal Code) (see Question 11, Criminal sanctions on legal entities).

Under the principle of territoriality, the legal representatives of foreign companies can only be subject to criminal sanctions and foreign companies subject to security measures under the Turkish Criminal Code where they commit a crime within Turkey.

 

Cartels

28. Are cartels prohibited in your jurisdiction? How are cartel offences defined? Under what circumstances can a corporate body be subject to criminal liability for cartel offences?

This question was added in the 2015/16 edition of the guide.

 

Immunity and leniency

29. In what circumstances is it possible to obtain immunity/leniency for co-operation with the authorities?

A person who gives or receives a bribe but then informs the investigation authorities about the bribe before an investigation is initiated is not punished for the crime of bribery (Article 254(1) and Article 254(2), Turkish Criminal Code). This does not apply to a person who bribes foreign public officials (Article 254(4), Turkish Criminal Code) (see Question 7, Bribery).

A sanction (imprisonment and/or fine) imposed on a perpetrator, abettor or aiding individual is reduced by two-thirds if he compensates an aggrieved party before a prosecution is initiated for damage suffered from the following (Article 168, Turkish Criminal Code):

  • Theft.

  • Damage to property.

  • Abuse of trust.

  • Fraud.

  • Reckless bankruptcy.

 

Cross-border co-operation

30. What international agreements and legal instruments are available for local authorities?

Obtaining evidence

Turkey is a party to the:

  • HCCH Convention on the Taking of Evidence Abroad in Civil and Commercial Matters 1970 (Hague Evidence Convention).

  • European Convention on Mutual Assistance in Criminal Matters 1979.

Turkey is also a party to various bilateral treaties on extradition and mutual assistance in civil and criminal matters. Turkish national courts and public prosecutors are empowered to request evidence from overseas jurisdictions under the Hague Evidence Convention and relevant bilateral treaties (Article 37(2), Turkish Criminal Procedural Law No. 5271).

Seizing assets

Turkey is a party to the UN Convention against Corruption. Turkey is also a party to various bilateral and multilateral treaties regulating cross-border co-operation for enforcing confiscation orders obtained in foreign criminal courts and for executing decisions to seize assets.

Bilateral treaties that Turkey is a party to may set out different rules regulating seizure of assets (since the local regulations may vary significantly depending on the relevant banking laws). The general provision in Turkey under which assets obtained from criminal activity can be seized in an overseas jurisdiction is Decision No. 32 on Protecting the Value of the Turkish Currency.

Sharing information

Turkey has the obligation to share information with officials in other countries under Article 9 of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions 1997, within the scope of mutual legal assistance.

 
31. In what circumstance will domestic criminal courts assert extra-territorial jurisdiction?

Both the Turkish Criminal Code and international treaties to which Turkey is a party, provide Turkish criminal courts with extra-territorial jurisdiction over the following crimes committed by either citizens or non-citizens (Article 13, Turkish Criminal Code):

  • Genocide and crimes against humanity.

  • Smuggling of immigrants.

  • Crimes against the state's sovereignty and the respectability of its institutions.

  • Crimes against national defence.

  • Crimes against the security of the state.

  • Crimes against state secrets and espionage.

  • Crimes against the relationships with other states.

  • Torture.

  • Intentional pollution of the environment.

  • Production and sale of narcotic and stimulant substances.

  • Facilitation of the use of narcotic and stimulant substances.

  • Monetary forgery.

  • Forgery of seals.

  • Prostitution.

  • Bribery.

  • The abduction or detainment of sea, rail and air transportation crafts, or damage to these vehicles.

 
32. Does your jurisdiction have any statutes aimed at blocking the assertion of foreign jurisdictions within your territory?

Extradition requests will not be granted where the basis of the request is any of the following (Article 18, Turkish Criminal Code):

  • Not recognised as a crime under Turkish law.

  • A thought, political or military crime.

  • A crime which has been committed against:

    • Turkish security;

    • the interests of a Turkish citizen; or

    • a legal person which has been established in accordance with Turkish laws.

  • A crime within the jurisdiction of the Turkish courts.

  • A crime which has exceeded its limitation period for prosecution or been pardoned.

Aside from the obligations imposed by membership of the International Criminal Court, a citizen cannot be extradited to another state.

Therefore, when situations such as the above occur, the Turkish courts can block the assertion of foreign jurisdictions.

 

Whistleblowing

33. Are whistleblowers given statutory protection?

No regulations relating to whistleblowing have been adopted in Turkey as yet. However, legal entities can adopt internal whistleblowing regulations (such as employment handbooks) as part of their policies and procedures. These internal regulations may therefore become an integral part of the terms and conditions of employment for that particular entity. They generally provide rules for internal disclosure of issues such as corruption or harassment, which may lead to internal disciplinary actions and other sanctions (such as fines, security measures, and imprisonment).

General principles of Turkish law provide guidance when setting the limits of both internal and external disclosure. The basis for differentiating between what to disclose and what to keep confidential depends on the nature of the information. Employees have a duty of loyalty to their employer, and disclosures that violate the principles of good faith and integrity (for example, disclosing an employer's professional or trade secrets) are not protected by the law and would constitute valid grounds for the employer to terminate the employment (Labour Law No. 4857).

An individual is guilty of an offence if (Article 278, Turkish Criminal Code):

  • He is aware of a crime being committed or having been committed.

  • Has failed to disclose this crime to the authorities.

 

Reform, trends and developments

34. Are there any impending developments or proposals for reform?

Before 2005, the legislative landscape for Turkish anti-corruption matters was limited to the provisions set out in the Prior Criminal Code, with a few regulations and relevant other laws guiding individuals, corporations, the judiciary and law enforcement entities in interpreting and understanding what constituted bribery and how to combat corruption in the Turkish public sphere. There has been a rapid increase in legislation regulating bribery and corruption since the enactment of the current Turkish Criminal Code in 2005. This increase has been associated with a general increase in the frequency and severity of enforcement activity concerning foreign public officials and foreign companies active in Turkey.

The National Anti-Corruption Strategy was adopted in 2010 by a cabinet decree, involving several institutions such as the Parliament, the Public Prosecutor, the Ministry of Interior, customs and administrative bodies, as well as the Ministry of Finance. The Strategy was adopted on the basis that it was insufficient to deal with anti-corruption meetings solely on a legal basis, and that it was necessary to consider anti-corruption at a social and economic level as well, embracing all segments of society. An action plan for the years 2010 to 2015 was subsequently adopted, to support the implementation of the Strategy. The main components of the Strategy include preventive measures, law enforcement measures and measures to raise awareness.

The legislation is being gradually clarified through regulatory notices and legislative amendments, the most recent being the amendments made in early July 2012, to the core bribery and whistleblowing provisions stipulated under the Turkish criminal law architecture. While such amendments are highly welcome, there are still weaknesses in the framework, including a lack of criminal liability for companies. However, similar positive developments can be foreseeable in the near future as Turkey continues to address these weaknesses in the domestic legislation, and follow suit with global anti-corruption practices in the international arena.

In relation to legal enforcement, the enforcement cycle of Turkish anti-corruption legislation, which traditionally focused on bid rigging, was broken in December 2013 with the investigation of bribery, money laundering and smuggling allegations against officials from the Housing Development Administration of Turkey, the Ministry of Environment and Urban Development, the Municipality of Fatih, and several business tycoons. The sons of three cabinet ministers were also detained within the scope of the investigation, which eventually led to the resignation of the relevant ministers. In October 2014, the public prosecutor issued a non-prosecution decision about the case. However, the investigation conducted by the Parliamentary Inquiry Commission with regard to the four previous cabinet members involved in the corruption investigation is still ongoing.

 

Market practice

35. What are the main steps foreign and local companies are taking to manage their exposure to corruption/corporate crime?

Turkish anti-corruption regulation has been rapidly developing. However, foreign and local companies may, in practice, adopt internal procedures to minimise difficulties relating to corruption and corporate crime, and implement and employ compliance programmes to combat corrupt practices (see Question 32).

 

The regulatory authorities

The Financial Crimes Investigation Board (Mali Suçlar Araştırma Kurulu) (MASAK)

W www.masak.gov.tr/

Status. MASAK is a public institution.

Principal responsibilities. MASAK was established to combat money laundering. MASAK's principal powers include (Article 19, Anti-Money Laundering Law):

  • Examining cases referred to public prosecutors and fulfilling requests relating to money-laundering offences.
  • Requesting information from public institutions and organisations and private persons and legal entities.
  • Developing policies and implementation strategies concerning laundering proceeds obtained from criminal activities.

The High Council of Judges and Prosecutors

W www.hsyk.gov.tr

Status. The judges and public prosecutors are public officials.

Principal responsibilities

  • Criminal matters: conducting investigations and searches, filing public lawsuits, obtaining legal remedies and executing penalties imposed.

  • Civil matters: filing and overseeing certain civil lawsuits and fulfilling certain duties bestowed on them in the Turkish Civil Law No. 4721 Law No.2908 on Associations.

  • Administrative matters: fulfilling certain duties bestowed on them in the Advocacy Law No. 1136 Notary Public Law No. 1518.

Capital Markets Board of Turkey

W www.spk.gov.tr

Status. The Capital Markets Board of Turkey is a public institution.

Principal responsibilities

  • Undertaking relevant transactions to provide that the actions ordered by the Capital Markets Law are fulfilled.

  • Determining the principles that should be fulfilled by persons and institutions that provide advice to investors and account owners in the capital markets.

  • Determining the principles according to which the data processing systems of the following should be operated and monitored within the scope of the Capital Markets Law: capital market institutions, publicly traded companies, stock markets, and self-regulatory organisations.

  • Preparing and monitoring the procedures and other fundamental matters in relation to new capital markets institutions to develop the capital market.

The Public Officials Council of Ethics

W www.etik.gov.tr

Status. The Public Officials Council of Ethics is a public institution.

Principal responsibilities

  • To determine the ethical principles with which public officials must comply while conducting their duties, through regulations prepared by the Council of Ethics.

  • To conduct the necessary investigations automatically or on application, on allegations of breach of ethical conduct principles, and notify the relevant authorities concerning the results of the investigation.

  • Conducting projects to create an ethical culture within the public, and to provide support for the projects to be conducted for this purpose.

  • To determine the scope of the prohibition on receiving gifts.



Online resources

Turkish legislation

W http://mevzuat.basbakanlik.gov.tr/

Description. The official online resource for public access to Turkish legislation. The site is maintained by the General Directorate of the Improvement and Publication of Legislation and provides up-to-date information with regard to Turkish legislation. It does not contain an English language translation.



Contributor profiles

Gönenç Gürkaynak

ELIG, Attorneys-at-Law

T +90 212 327 17 24
F +90 212 327 17 25
E gonenc.gurkaynak@elig.com
W www.elig.com

Qualified. Turkey, 1998; New York, US, 2002; UK (England and Wales), 2004 (non-practising)

Areas of practice. Anti-corruption; white-collar irregularities; internal investigations; corporate compliance.

Publications

  • The OECD Phase 3 Report on Turkey, Gönenç GÜRKAYNAK, Esq., Global Anti-Corruption Blog, 3 December 2014.

  • Turkey, Gönenç GÜRKAYNAK, Esq., Ç. Olgu KAMA, Global Legal Insights Bribery and Corruption, November 2014.

  • Turkey, Gönenç GÜRKAYNAK, Esq., Ç. Olgu KAMA, The International Comparative Legal Guide to: Business Crime 2015, October 2014.

  • Something Only We Know, by Gönenç GÜRKAYNAK, Esq., Ç. Olgu KAMA, Burcu ERGÜN, CDR Magazine September – October 2014, Vol. 5, Issue 5.

  • Compliance Culture in Emerging Markets — Tone at the Top or Tone in the Middle?, by Gönenç GÜRKAYNAK, Esq., Global Anti-Corruption Blog, 15 September 2014.

Ç Olgu Kama

ELIG, Attorneys-at-Law

T +90 212 327 17 24
F +90 212 327 17 25
E olgu.kama@elig.com
W www.elig.com

Qualified. Turkey, 2003

Areas of practice. Anti-corruption; white-collar irregularities; internal investigations; corporate compliance.

Authors' recent transactions

  • Representing a multinational company specialised in adhesives and construction chemicals in compliance and code of conduct cases.
  • Representing a multinational company specialised in surgical technologies and services in compliance and code of conduct cases.
  • Representing a multinational company specialised in medical technologies and services in proceedings relating to public procurement, compliance and code of conduct cases.
  • Representing a multinational company specialised in colours, surface effects and performance chemicals in proceedings relating to customs regulations and corruption.
  • Advising the Turkish branch of a multinational company specialised in cosmetics in proceedings relating to embezzlement.
  • Advising an aircraft charter specialist on potential proceedings in relation to embezzlement.

Publications

  • Turkey, Gönenç GÜRKAYNAK, Esq., Ç. Olgu KAMA, Global Legal Insights Bribery and Corruption, November 2014.

  • Turkey, Gönenç GÜRKAYNAK, Esq., Ç. Olgu KAMA, The International Comparative Legal Guide to: Business Crime 2015, October 2014.

  • Something Only We Know, by Gönenç GÜRKAYNAK, Esq., Ç. Olgu KAMA, Burcu ERGÜN, CDR Magazine September – October 2014, Vol. 5, Issue 5.

  • Analysis of an Employee's Personal Motivations Behind Fraudulent Acts, by Gönenç GÜRKAYNAK Esq., Ç. Olgu KAMA, Begüm NİŞLİ, Financier Worldwide Magazine, July 2014 Issue.

  • International Financial Law Review - Anti-Corruption Survey 2014, by Gönenç GÜRKAYNAK, Esq. and Ç. Olgu KAMA, International Financial Law Review - Anti-Corruption Survey 2014.


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