Corporate governance is the framework of rules, relationships and processes through which a company is directed and controlled. It defines how decisions are made, how power is distributed among shareholders, the board and management, and how accountability and transparency are maintained.
Strong governance — clear board duties, protective provisions, information rights and conflict-of-interest controls — is central to investor confidence. In Türkiye it is shaped by the Turkish Commercial Code and, for public companies, the Capital Markets Board’s Corporate Governance Principles.
Governance that scales with funding
Corporate governance is the system of rights, duties and controls that determines how a company is directed and held accountable. For an early startup it can be light, but it tightens at every funding round: investors take board seats, certain decisions become “reserved matters” needing their consent, and reporting obligations grow. The fixed points are the directors’ fiduciary duties (to act in the company’s interest with due care), protections for minority shareholders, and a clear allocation of authority between the general assembly, the board and management. In a Turkish joint-stock company this structure is set by the Commercial Code and the articles of association, then layered with the shareholders’ agreement that investors negotiate.
The Turkish framework
Corporate governance in Türkiye runs on two tracks. Listed companies follow the CMB’s Corporate Governance Communiqué (II-17.1) with comply-or-explain logic: independent directors, committees, related-party safeguards. Private companies build the same functions from TTK tools — directors’ duty of care and loyalty (art. 369), delegation by internal directive (art. 367), early-risk committees, and shareholder protections written into the articles. In venture-backed companies governance arrives by contract: board seats, veto catalogues, information rights. What diligence tests is not the policy binder but whether the architecture actually operates — minutes, quorums, conflict registers.