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Board governance

2023 Turkey Spencer Stuart Board Index

2023 Snapshot

 68 %

of companies convene 14 times or less

 16 %

of chairs sit on at least one other listed board — all family members

 11 %

of CEOs have an outside directorship

Board meetings

All the BIST 30 companies provide information detailing the total count of decisions made and the minimum number of mandatory meetings. Typically, BIST 30 companies present data relating to director involvement in a general sense, rather than on an individual basis.

Despite the fact that 19 boards (68%) held 14 meetings or fewer in 2023, the number of meetings convened by BIST 30 companies varies greatly.

Emlak Konut recorded the most meetings, at 206, followed by Sasa Polyester (70 meetings) and THY (69 meetings) in 2023.

When these three outliers are excluded, the average number of board meetings in 2023 drops from 21.9 to 10.72. Last year, the average number of board meetings (including outliers) was 19.4. There has been a 12.9% increase in board meetings, including the outliers.

The boards that convened the fewest meetings were Tofaş (one meeting), Petkim (two), and Tüpraş (two).

Board meetings held in 2022
Meetings %
<10 46%
10-19 36%
20-29 3%
30-39 0%
40-49 3%
>50 11%
Meeting frequency in BIST 30
No of Board Meetings Attendance Rate
Emlak Konut 206 100%
Sasa Polyester 70 100%
THY 69 100%
Hektaş 41 99%
ODAŞ 22 100%
Kardemir 18 98%
Alarko 17 82.9%
İş Bankası 16 98.9%
Aselsan 15 93%
Arçelik 14 98.8%
ENKA 13 97%
Ford Otosan 11 69%
Garanti Bankası 11 93.2%
Turkcell 9 100%
TAV 8 95%
Gübre Fabrikaları 7 99%
Akbank 6 93.5%
Akbank 6 98.3%
BIM 6 100%
Erdemir 6 100%
Koç Holding 6 98%
Sabancı Holding 6 96%
Pegasus 4 100%
Petkim 2 95%
Tüpraş 2 88%
Tofaş 1 100%
Our perspective

The high number of meetings held by some BIST 30 boards stands out, alongside the wide range of meeting frequencies among companies in the index. Given that the proportion of executives on these boards is in line with global averages, such exceptionally frequent board meetings suggest that some BIST 30 boards play an unusually hands-on role.

Considering the significant presence of family or politically affiliated members on these boards, it is plausible to consider them as “super executive” committees. Their involvement often extends beyond their remit to supervise executives to addressing operational issues, deviating from the primary oversight responsibility of a board.

Another factor contributing to heightened board involvement in management could be the turbulent landscape in Turkey, driven by recent economic volatility and institutional instability. This challenging environment has prompted boards to take a more proactive role in navigating uncertainties and ensuring strategic adaptability. Nevertheless, boards should consider how their activities fit with their primary role as steering entities.

External commitments

On average, non-executive board directors within the BIST 30 serve on 1.8 listed company boards, a figure consistent with the data from 2022. Among NEDs, 31.2% (54) hold positions on the boards of at least one other listed company.

18 (64%) of BIST 30 chairs do not maintain positions on other listed boards, a significant proportion. However, board members, especially within family-owned businesses, often participate on the boards of companies owned by their families. For example, the chair of Ford Otosan and Yapı Kredi Bankası is actively involved on the boards of an additional six companies.

Among CEOs, 52% hold positions on their respective companies’ boards; notably, two among them fulfil the roles of both chair and CEO.

In the case of female directors, 36% (17) are active on at least one additional listed company board.

Among all independent directors, the corresponding proportion is 31% (27).

Our perspective

Holding multiple board memberships demands considerable effort and places distinct responsibilities on the part of board members. Access to sensitive information from one company that could be relevant to another may well cause a conflict of interest, undermining a board’s duty to protect and promote the interests of the company they serve.

Among BIST 30 directors, engagement on multiple boards often reflects family connections. The majority of family companies’ boards have a family member as their chair.

While our data might not capture the full extent of overboarding, it is evident that many examples exist. Many board directors hold positions not only on BIST 30 companies, but also serve on the boards of companies outside the BIST 30. This is driven in particular by board directors with political or family affiliations.

The prevalence of family businesses and multi-directorships could also encourage the concentration of decision-making and control across particular sectors and industries in Turkey. This concentration could raise concerns about governance and accountability within these sectors, calling for a closer examination of the potential impact on economic competitiveness and overall business sustainability.

Chairs play a crucial role in aligning corporate strategies with the broader vision of either the family or the government. As they navigate through the complex network of familial ties, political associations, and varied board commitments, the role of chairs becomes paramount in ensuring the long-term success and integrity of corporate governance in Turkey.

Corporate governance: rating and compliance

In 2023, evaluations were conducted for 16 BIST 30 companies, and they revealed their respective corporate governance ratings. The average rating this year for BIST 30 companies is 9.5, unchanged from 2022.

Among the BIST 30 companies in 2023, eight attained a corporate governance compliance rating above 9.5. Garanti Bank achieved the highest rating, followed by TAV. The lowest ratings were recorded at Alarko (8.97) and Petkim (9.01).

Boards with the highest corporate governance rating
CG Rating
Garanti Bank 9.81
TAV 9.69
Arçelik 9.69
Pegasus 9.63
Yapı Kredi 9.62