LAWS ON THE PRIVATIZATION OF STATE COMMERCIAL BANKS
- LAW ON TÜRKİYE CUMHURİYETİ ZİRAAT BANKASI, TÜRKİYE HALK BANKASI
ANONİM ŞİRKETİ AND TÜRKİYE EMLAK BANKASI ANONİM ŞİRKETİ
(Published in the Official Gazette dated November 27, 2000 No.24242)
- LAW AMENDING THE LAW ON TÜRKİYE VAKIFLAR
BANKASI TÜRK ANONİM ORTAKLIĞI
(Published in the Official Gazette dated November 22, 2000 No.24238)
TURKISH GRAND NATIONAL ASSEMBLY LAW
LAW ON TÜRKİYE CUMHURİYETİ ZİRAAT BANKASI, TÜRKİYE
HALK BANKASI ANONİM ŞİRKETİ AND TÜRKİYE EMLAK BANKASI ANONİM ŞİRKETİ
(Published in the Official Gazette dated November 27, 2000
No.24242)
Law No: 4603 Date Passed: 15.11.2000
ARTICLE 1- 1. The purpose of this law is to realize the
arrangements for restructuring of Türkiye Cumhuriyeti
Ziraat Bankası, Türkiye Halk Bankası Anonim Şirketi and Türkiye Emlak
Bankası Anonim Şirketi (hereinafter collectively called “banks”) in such a
way as to ensure their operation according to the requisites of contemporary
banking and international competition and their preparation for
privatization and for the sale of their shares and to realize sale, up to 100%,
of their shares to real and legal persons subject to the provisions of private
law.
2. The banks have the status of a joint stock company. They
are subject to the provisions of this law as well as to the Banking Law no. 4389
and the general provisions.
3. Other principles related with their purposes and fields of
activity, head offices, capital amounts, shares, general assemblies, management
and auditing bodies, accounts and distribution of profits, activities, transfer,
merger, dissolution and liquidation are stated in their respective articles of
incorporation (statutes).
4. Annual activities of the banks are audited and reported by
the independent auditing establishments stated in paragraph 2 of article 13 of
the Banking Law no. 4389. Such reports are submitted to the general assemblies
of the banks.
5. The following do not apply to the banks: The Govermental
Decree in Force of Law no. 233 on State Economic Enterprises, the Decree-Law no.
399 on Regulation of Personnel Regime of State Economic Enterprises and
Abrogation of Some Articles of the Decree-Law no. 233, Law no. 3346 on
Arrangement of Auditing of State Economic Enterprises and Funds by the Turkish
Grand National Assembly, State Tender Law no. 2886, Travel Allowance Law no.
6245 and Vehicle Law no. 237 and the provisions on additions to and amendment of
the same, and article 13 of the Law no. 4046 on Regulation of Privatization
Applications and Amendments of Some Decree-Laws, and article 277 of the Turkish
Code of Commerce no. 6762.
ARTICLE 2- 1) The procedures and principles for
restructuring of the banks (including their shares in their affiliates and
subsidiaries), in order to ensure their operation in an efficient and autonomous
manner are determined by the Council of Ministers pursuant to paragraph (b) of
article 2 of the Law no. 4059 on the Organisation and Duties of the
Undersecretariat of Treasury and the Undersecretariat of Foreign Trade, by
taking into consideration the existing arrangements related with their
management.
2) Following completion of the restructuring procedures, the
procedures involving sale of the shares of the banks are concluded under the
provisions of Law no. 4046 on Regulation of Privatization Applications and
Amendment of Some Laws and Decree-Laws. The procedures relating to the
restructuring and the sale of the shares are completed within three years from
entry into force of this law. The Council of Ministers may extend this period by
half of the said period, for one time only.
3) The legislation governing the salaries, personal rights
and retirement of the existing personnel of the Banks, as of the date of entry
into force of this Law, shall continue to be effective. Of such personnel, those
found suitable may be employed according to the provisions of the private law if
they wish so. The periods of employment, according to the provisions of the
private law, of the personnel who continue to be subject to the Law no. 5434 on
the Turkish Pension Fund are evaluated in the salaries due to them and the
provisions of paragraph (b) of additional article 48 and additional article 68
of the said Law apply to their retirement procedures. If such permanent
positions and positions become vacant due to retirement, resignation, death and
other reasons, they are deemed to have been cancelled without the need to take
any further action thereon. The number of permanent positions, titles, salaries
and other financial rights of the personnel to be employed according to the
provisions of the private law are determined by the general assemblies of the
banks. The Council of Ministers determines the procedures and principles
relating to the personnel to be newly employed by the banks during the
restructuring process according to the provisions of the private law.
ARTICLE 3- 1)The banks’ accumulated claims from the
Treasury for duty losses as of the date of entry into force of this law are paid
off within the periods and under the principles stated in the restructuring
program. The duties assigned to the banks under various laws and decree-laws
cease to exist at the end of the program period. During the restructuring period,
the State may not assign any duties to the banks without paying in advance the
amount due therefor.
2) The banks’ personnel being employed on the date of entry
into force of this law are paid banking compensation at an amount to be
determined by their boards of directors according to their duties and titles,
provided it does not exceed 180% of gross amount of the highest civil servant
salary (including supplementary index). The payments that have been made by the
banks to such personnel for travel allowance, temporary assignment and
accommodation expense until the date of entry into force of this law according
to their own internal by-laws are deemed to have been made according to this
law. Such payments that have been made until the date of entry into force of
this law are not subjected to any taxes (excluding stamp duty) and no payments
of such nature are made from then on under any name whatsoever.
3) The organisation of the Turkish Agricultural Bank is
registered, ex officio, as joint stock company with the trade register on the
date of entry into force of this law, without being subject to any legal
ceremonies. The existing social welfare fund of the Bank also acquires legal
personality with this Law. The statutes of the said fund, regulating its bodies,
resources and the procedures and principles of its operation enters into force
upon approval of the board of directors of the Bank.
4) The procedures to be effected under this law and the
papers to be issued in connection with such procedures are exempt from all kinds
of taxes, duties and charges. No fees are charged for the procedures involving
registration with the trade register and registration with the Capital Market
Board. The provisions of the following laws do not apply to the Banks: article
29 of the Law no.4077 on Protection of Consumers, article 3 of the Law no. 3572
on Acceptance, by Amending, of the Decree-Law on Opening of Places of Business
and Operating Licenses and article 81 of the Law no. 2464 on Municipal Revenues.
PROVISIONAL ARTICLE 1- 1) The articles of incorporation (statutes)
of the banks enter into force upon approval of their respective general
assemblies in their first meeting to be held within three months from the date
of entry into force of this law. Existing board members continue to remain in
office until new board members are elected by the general assemblies. All other
personnel of the banks are deemed to have been appointed, by this law, to the
permanent positions and positions they are holding.
2) Of the banks’ personnel who are in office on the date of
entry into force of this law, those who have been entitled to retirement
according to the Law no. 5424 on the Turkish Pension Fund and who have applied
for retirement within six months from the effective date of this law, and those
who will be entitled to retirement until the end of the year 2002 and who will
apply for retirement within three months from the date of their entitlement are
paid retirement bonuses with an excess of 30%. However, the personnel who are
retired under the said coverage may not be re-employed by the banks within three
years from the date of their retirement.
3) Existing personnel of the banks are transferred to the
other public agencies and establishments according to article 22 of the Law no.
4046, should they wish so. In such a case, the payment that must be made
according to the said law are met by the banks concerned.
ARTICLE 4- This Law enters into force on the date of its
publication, and shall apply to the banks until the state’s share in their
capitals falls below 50%.
ARTICLE 5- Provisions of this law are enforced by the
Council of Ministers.
TURKISH GRAND NATIONAL ASSEMBLY LAW
LAW AMENDING THE LAW ON TÜRKİYE VAKIFLAR BANKASI TÜRK ANONİM
ORTAKLIĞI
(Published in the Official Gazette dated November 22, 2000
No.24238)
Law No: 4604 Date Passed: 16.11.2000
ARTICLE 1-
Article 4 of the Law dated 11.1.1954, numbered
6219 on Türkiye Vakıflar Bankası Türk Anonim
Ortaklığı (Turkish Foundations Bank Corporation) has been amended as follows
together with its title.
Duration
Article 4- The Bank operates for an unlimited period of time.
ARTICLE 2- Article 5 of the Law no. 6219 has been amended
as follows.
Article 5- The amount of the capital of the bank and par
value of each share are stated in the articles of incorporation of the Bank.
ARTICLE 3- Article 6 of the Law no. 6219 has been amended
as follows; and the second sentence of the second paragraph and first paragraph
of article 14 and article 7 of the said law have been abrogated.
Article 6- The share certificates are registered and divided
into category (A), (B), and (C) shares.
ARTICLE 4- The first paragraph of amended article 15 of
the Law no. 6219 has been amended as follows.
The Board of Directors of the Bank consists of eight members;
of whom four represent category (A) shares, one represents category (B) shares,
and three represent category (C) shares.
ARTICLE 5- Article 16 of the Law no. 6219 has been
amended as follows together with its title.
General Manager
Article 16- Affairs of the Bank are managed by the General
Manager. The General Manager is appointed by the Prime Minister.
Those who will be appointed as General Manager of the Bank
must have undergone education, at least at license (bachelor) level, in the
fields of law, economics, business management, finance, banking, public
administration and equivalent fields or in the engineering fields related with
the said branches, and must have at least ten-year professional experience in
the field of banking or management.
The term of office of the General Manager is four years. A
General Manager whose term of office has expired may be re-appointed. The
General Manager may not be dismissed in any manner before expiry of his term of
office. However, the term office of a General Manager shall expire if he is
found to be no longer eligible for appointment pursuant to the provisions of
this law and the Banking Law no. 4389, or if a criminal sentence issued about
him due to the offences he has committed in connection with his duties becomes
final.
ARTICLE 6- The following additional articles have been
added to the Law no. 6219.
ADDITIONAL ARTICLE 1- Provisions of the State Tender Law
no. 2886 and the Public Accounts Law no. 1050 do not apply to the sale of share
certificates.
ADDITIONAL ARTICLE 2- The category (B) shares belonging
to the Directorate General of Foundations may be sold through public offering.
Sale of category (A) shares may not be decided upon before effecting the sale of
the said category (B) shares. The Council of Ministers is authorized to sell the
category (A) shares and to determine the procedures and principles related with
such sale.
PROVISIONAL ARTICLE 1- The General Manager who is in
office on the date of entry into force of this Law is deemed to have been re-appointed
for a term of office of four years from the effective date of the Law.
PROVISIONAL ARTICLE 2- The provisions of the second and
fourth paragraphs of article 15, the third paragraph of article 14 and the
article 3 of the Law no. 6219, as well as the first, third and fourth paragraphs
of article 16 of the said law (as amended with this law) continue to be
effective until the share of the Directorate General of Foundations falls below
50%.
ARTICLE 7- This law enters into force on the date of its
publication.
ARTICLE 8- Provisions of this Law are enforced by the Council of
Ministers.
