Docstoc

ARTICLES OF ASSOCIATION

Document Sample
ARTICLES OF ASSOCIATION Powered By Docstoc
					                                     ARTICLES OF ASSOCIATION

                                                PART ONE

                                           General Provisions


Purpose and Scope

Article 1 - The purpose of the present Articles of Association is; to arrange the legal status, goals and
field of activities, organs and organizational structure, Institutions, Affiliated Partnerships,
Participations and Operations and their interrelations and related other issues of the Economic State
Establishment incorporated under the name of Turkish Electricity Transmission Co. (Transmission
Co.) promulgated on the strength of the Decree Law No. 233 of 8.6.1984 and its amendments
regarding the State Economic Enterprises and the Decree Law No. 399 of 22.1.1990, to operate under
the framework of the Council of Ministers’ Decision attached to the Decree No. 2001/2026, and the
Electricity Market Law No. 4628.


Definitions and Abbreviations

Article 2- The expressions and abbreviations used in the present Articles of Association are defined
below.

Connection and System Use Agreements: The agreements containing prices, terms and conditions
of relevant connection and system use tariffs and containing the terms and conditions specific to a
generation company, an auto-producer or an auto-producer group, a distribution company or
consumers for access or connection to a transmission or a distribution system,

Tariffs for Connection and System Use: Tariffs which include the terms, conditions and prices,
which will be paid to the Establishment directly by including them in the relevant connection and
system use agreements, and which do not cover the network investment costs in terms of connection
prices based on non-discrimination principle between equal parties for connection and system use to a
transmission system or a distribution system, and which are limited with the expenditures incurred in
the name of the legal entity that has made the connection,

Affiliated Partnership: Joint Stock Companies formed by an operational unit or group of such units
whose capital shares of more than fifty per cent belong to the Establishment,

The Ministry: The Ministry of Energy and Natural Resources,

Distribution: The transport of electricity through lines of 36 kV or lower,

Distribution System: Electricity distribution facilities and network which have been operated and/or
owned by a distribution company at a designated region,

Distribution Company: Any legal entity engaged in electricity distribution in a designated
geographical region thereof,

Distribution Facility: All facilities and grid established exclusively for distribution of electricity at the
termination point of transmission facilities,

Distribution Regulation: Rules defining standards, procedures and principles to be prepared by
TEDAŞ through consultation with legal entities engaged in electricity distribution and to be applicable
to distribution companies and all parties connected to the distribution system pursuant to provisions of
distribution licenses,

Balancing and Reconciliation Regulation: Rules that have been prepared by the Establishment,
determining detailed procedures and principles in connection with real-time balancing of electrical




                                                     1
energy and/or capacity trading and ensuring the financial reconciliation within scope of agreements
among the parties operating in the market, pursuant to the provisions of the transmission license,

DPT: The Undersecretariat of State Planning Organization of the Prime Ministry, Republic of Turkey,

DSI: Directorate General of State Hydraulic Works,

Electricity Market Law (EML): Electricity Market Law No. 4628, dated 20.02.2001,

The Undersecretariat of Treasury: Republic of Turkey, the Office of the Undersecretary to the
Department of Treasury of the Prime Ministry,

Economic State Establishment: The State Economic Enterprise in the status of the Economic State
Establishment, whose 100% of the capital is owned by the State, incorporated pursuant to Decree Law
so as to actively engage in the economic field on commercial principles,

Transmission: Transmission of electrical energy through lines whose voltage level is higher than 36
kV,

Transmission Surcharge: The charge that may be collected on behalf of the Authority in the
transmission.

Transmission Control Agreements: The bilateral agreements that are signed under the provisions of
private law between TEIAS and the legal entity owning or operating private direct transmission lines,
subject to the provisions of private law,

Transmission System: Electricity transmission facilities and network,

Transmission Tariff: Prices, terms and conditions which will be prepared by the Establishment and
which will be applied equally to all users without any discrimination among parties, who take
advantage of transmission of electrical energy generated, imported or exported over the transmission
facilities and in which network investments to be made by the Establishment and transmission
surcharges are also included,

Transmission Facility: All facilities, including medium voltage feeders of transmission switchyards,
starting at the termination point of generating facilities up to connection points of distribution facilities,

Operational Unit: Facilities and other units of Institutions and Affiliated Partnerships, that produce
goods and services,

Participations: Joint Stock Companies where minimum fifteen percent and maximum fifty percent of
capital shares are held by the Establishment or by its Affiliated Partnerships,

D.L. (Decree Law): The Decree Law No. 233 dated 08.06.1984 and its revisions and the Decree Law
No. 399 dated 22.01.1990 and its revisions,

Authority: The Energy Market Regulatory Authority,
Board: The Energy Market Regulatory Board,
License: Permission which has been granted by the Board to legal entities pursuant to the present
Law, in order to enable them to be actively engaged in the Market,

Institution: Operational Units or group of such units affiliated to the Establishment, whose entire
capital shares are owned by the Establishment,

Auto-producer: Any legal entity engaged in electricity generation primarily for its own needs,
Auto-producer Group: Any legal entity engaged in electricity generation primarily for the needs of its
partners,
Retail: The sale of electricity to consumers,



                                                      2
Retail Service: Excluding the sale of electricity and/or capacity, other services provided by companies
holding retail licenses, to consumers,

Retail Company: A legal entity authorized to be engaged in the import of electricity and/or capacity,
retail sales and provision of retail services to consumers, except those that are directly connected to
the transmission system,

Market: The electricity market consisting of the activities of generation, transmission, distribution,
retail, wholesale, retail service, sale and purchase or trade, including import and export, of electricity
and capacity, and transactions directly related to those activities,

Market Financial Reconciliation Center: The Center to be created within the Establishment pursuant
to the provisions of the Balancing and Settlement Reconciliation,

Eligible consumer: Any real person or legal entity that has the right to choose its own supplier, either
because its consumption is above the level set by the Board, or because it is directly connected to the
transmission system,

Non-eligible consumer: Any real person or legal entity that can purchase electricity and/or capacity
solely from retail companies or from the distribution company holding a retail license responsible for
distribution in its region,

Grid Code: Rules determining all standards, procedures and principles which have been prepared by
the Establishment and will be applicable to the Establishment and all parties connected to the
transmission system pursuant to provisions of the transmission license,

Tariff: The formulations including transmission, distribution and sale of electricity and/or capacity and
the prices and terms and conditions related to those services,

TEAS: The former Turkish Electricity Generation Transmission Co.,

Supplier: Any generation companies, auto-producers, auto-producer groups, wholesale companies
and retail companies, responsible for providing electricity and/or capacity to consumers,

TEDAS: Turkish Electricity Distribution Co.,

TEK: The former Turkish Electricity Authority,

Facility: Plant and equipment set up to perform the activities of generation, transmission or
distribution of electricity,

Establishment: The Turkish Electricity Transmission Co. (Transmission Co.) constituted from TEAS
unbundling,

Trade Co.: Turkish Electricity Trading and Contracting Co. constituted from TEAS unbundling,

Wholesale: The sale of electricity for resale,

Wholesale Company: Any legal entity engaged in the wholesale, import, export, trade and sale to
eligible consumers of electricity and/or capacity,

Consumer: All eligible and non-eligible consumers, purchasing electricity for their own needs,

Legal Entity: Public or private law legal entities which have been established or to be established in
order to actively engage in generation, transmission, distribution, wholesale, retail sale, Retail Sale
Service, import, export or trade of electricity,

Generation: The transformation of energy resources into electricity in generation facilities,

Generation Co.: The Electricity Generation Co. constituted from TEAS unbundling,



                                                    3
Generation capacity projection: An estimation of generation capacity required for the security of
electricity supply, to be prepared by the Establishment based on demand forecasts provided by
distribution companies,

Generation Company: Any legal entity, except for auto-producers and auto-producer groups,
engaged in the generation of electricity and the sale of the output generated,

Generation Facility: Facilities generating electricity,

Ancillary Services Agreements: Agreements executed between all Parties connected to the
transmission system and the Establishment for rendering ancillary services,

Ancillary Services: Services to be rendered by Generation Companies, Distribution Companies,
Auto-producers, Auto-producer Groups or consumers connected to the transmission system pursuant
to the provisions of the Ancillary Services Agreements and which have been defined in the Grid Code,

HPC: High Planning Council.


Legal Status

Article 3
1. Turkish Electricity Transmission Co. (the Establishment) which has been incorporated under
     the present Articles of Association is an Economic State Establishment having Juristic
     Personality, independent at its activities and whose liability is limited with its capital.

2.   Reserving the provisions of EML (Electricity Market Law), D.L. (Decree Law) and of the present
     Articles of Association, the Establishment is subject to provisions of the Private Law.

3.   The Establishment is not subject to provisions of the General Accounting Law and the State
     Tender Law and auditing of the Turkish Court of Accounts.

4.   Headquarters of the Establishment is in Ankara. Headquarters of the Establishment is changed
     by decision of HPC.

5.   Capital of the Establishment is TL 150.000.000.000.000.- wholly owned by the State. Capital of
     the Establishment is changed by decision of HPC upon motion of the Ministry.

6.   The Ministry to which the Establishment is subordinated is the Ministry of Energy and Natural
     Resources.


Purpose and Activity Field of the Establishment

Article 4 – Activity field of this Establishment which has been incorporated for the electricity
transmission activities in compliance with general energy and economic policies of the State are:

1.   To take over all transmission facilities, to carry out all transmission activities at facilities owned by
     itself,

2.   To pay the license obtaining and license fees to the Authority designated by the Board and to
     carry out its activities pursuant to the provisions of the license to be obtained,

3.   In order for realization of activities related with transmission of electricity and load dispatch within
     the structure of the Establishment under the principles of efficiency and profitability, to perform
     works for studying and planning of new transmission facilities envisaged to be established, and
     eventually to ensure their installations, taking necessary facilities into the investment programs, to
     operate existing facilities and the facilities to be established, to carry out their maintenance-repair




                                                      4
     and rehabilitation works, and if deemed necessary, to procure services in order to render these
     functions,

4.   Based on demand forecasts for electrical energy prepared on the basis of technical and socio-
     economic development data of the Country and evaluating also demand forecasts prepared by
     distribution companies, to prepare generation capacity projection and to submit the same to the
     approval of the Board,

5.   To work in cooperation with other real and legal entities in respect to construction and operation
     of electricity transmission facilities,

6.   To make, cause to be made any and all studies and projects as well as constructions and
     facilities required for transmission of electricity and to take and cause to be taken necessary
     measures to protect the environment in order that the said facilities are to be in conformity with
     environmental legislations of our Country at their planning, project, establishment and operational
     phases, on condition that legal and financial liability falling on their share remain in the related
     Company or Organizations,

7.   To procure domestically or to import from or to export to abroad any and all goods and services
     related with construction, operation and expansion of transmission facilities,

8.   To make available all facilities and machines required for transmission activities, to evaluate and
     assess capacities and human resources of facilities and machines established for this purpose,

9.   To carry out research-development and training studies on necessary system and machinery and
     equipment related with installation and operation of electricity transmission system, to
     manufacture or cause to be manufactured them by taking into consideration facilities available in
     the domestic market,

10. In relation with above mentioned activities or to evaluate infrastructure of telecommunication and
    pluses of operation, to establish and to take over Affiliated Partnerships, to enter into
    participations, to carry out sale of goods and services upon request against payment in relation
    with its purposes and line of operations and using facilities owned by itself within the framework of
    the relevant Regulation so as not to jeopardize activities of the Establishment,

11. To execute Connection and System Use Agreements with all public and private legal entities,
    Trade Co. and Eligible Consumers connected to the transmission system; to make Ancillary
    Service Agreements with generation and distribution public and private legal entities.

12. To prepare Transmission Tariff and Tariffs for Connection and System Use, to revise them when
    necessary,

13. Without any discrimination among equivalents, in accordance with provisions of the Grid
    Regulation; to provide connection service and related services pursuant to a Tariff For
    Connection and System Use, to provide transmission and related services pursuant to a
    Transmission Tariff,

14. To collect charges as specified in the Tariff For Connection and System Use and the
    Transmission Tariff, and in case of non-payment of these charges, to take necessary measures in
    relation with this matter, to collect transmission surcharges as designated by the Board and to
    pay the same to the Authority,

15. To procure ancillary services through Ancillary Services Agreements made between the
    Establishment and Generation Companies, Distribution Companies, Auto-producers, Auto-
    producer Groups and Eligible Consumers,

16. To operate all transmission facilities, to control load dispatch and frequency of the system, to
    ensure control of the system, to monitor real-time system reliability and to provide ancillary
    services through Ancillary Services Agreements made,




                                                   5
17. To create necessary infrastructure and organization in order to prepare and to implement the Grid
    Regulation and the Balancing and Settlement Regulation to determine technical and operational
    standards for the interconnected system, to make and implement necessary revisions by
    reviewing the Grid Regulation when deemed necessary,

18. Pursuant to procedures of the Grid Code, to check if the Grid Code is observed or not,

19. In the course of development plan of the transmission system, considering generation and
    distribution plans and making necessary coordination and cooperation with private and public
    legal entities in the sector, to prepare transmission investment program,

20. In line with the Ministry’s policies related with international interconnections, to carry out and
    implement international interconnection studies.

21. To improve and to implement the technical standards of the Grid, to follow up its conformity with
    these standards,

22. Based on the sequence to be arranged by the related parties, to operate the system by
    performing load dispatch function in conformity with real time transmission restrictions and a set
    of economic and technical load dispatching rules and to give necessary information to the related
    parties,

23. To ensure infrastructure of all sorts of communication, information and control in relation with the
    system control and operational activities, to set up infrastructure required by the Balancing and
    Settlement Regulation and to execute implementation pursuant to the said Regulation and in this
    context, to ensure operation of the financial reconciliation system,

24. To improve and implement the infrastructure oriented towards implementation of new trade
    methods and sales channels, in line with the decision of the Board, depending on the
    development of the Market,

25. To make short term load forecasts and to program the hot spares in due manner, in order to
    support the system load dispatch,

26. To trace the real-time system reliability and to carry out emergency activities when necessary,

27. To prepare the grid maintenance timetable together with the users of the transmission system,
    coordinated according to transmission grids,

28. To exercise all of its disposal on movable and real estate properties and all sorts of real and
    intellectual rights in relation with its line of activities,

29. To proceed with TEAS’s bilateral and multilateral relations on current international issues
    concerning the Establishment, to establish new relations related with its field of occupation, when
    necessary,

30. For the purpose of preservation of stability and operational integrity of the transmission system, to
    make transmission control agreements for the installation of special direct transmission line that
    conforms to standards effective for the national transmission system and between the legal
    entities engaged in generation activity in the Market and their customers and/or participations
    and/or eligible consumers within coverage of their licenses, outside the Transmission Grid,

31. To realize expropriation, creation of usufruct on real estate properties and leasing required for the
    Establishment’s ability to fulfill its activities within the framework of EML (Electricity Market Law),

32. To export service abroad on matters involved in the field of activities of the Establishment,

33. To fulfill other duties to be assigned by the Legislations;




                                                    6
The Establishment shall perform the foregoing purposes and activities directly by means of Central
and Provincial Units (its Institutions, Regions, Affiliated Partnerships, Participations, Operations and
other Units).

                                              PART TWO

                                          The Establishment

Organs of the Establishment

Article 5 -
Organs of the Establishment are the Board of Directors and the Directorate General.


The Board of Directors of the Establishment

Article 6 -
1. The Board of Directors consists of one chairman and five members.

2.   The Director General is the chairman of the Board of Directors and is appointed by joint decision
     upon motion of the Minister concerned.

3.   Two of the members of the Board of Directors are appointed by joint decision upon motion of the
     Minister concerned, one upon motion of the Minister to whom the Undersecretariat of Treasury is
     affiliated, two appointed among deputy Director Generals of the Establishment upon motion of the
     Minister concerned.

4.   In case of absence of the Director General, the Deputy Director General, to be assigned by the
     Director General among members of the Board of Directors shall be the chairman of the Board of
     Directors.


Meeting of the Establishment’s Board of Directors

Article 7 -
1. The Board of Directors is called on meeting by the Director General. The agenda showing also
     date and time of the meeting, is designated by the Chairman of the Board of Directors and
     distributed to members at least twenty four hours in advance. Revisions may be made in the
     agenda with resolution of the Board of Directors. Members of the Board of Directors may also
     give motion in relation with discussions and for settlement of issues deemed necessary to be
     resolved by the Board and such motion is included in the agenda of the first meeting of the Board
     of Directors.

2.   The Board of Directors shall meet as required by the business and affairs of the Establishment;
     but in any case not less than twice every month. Holding of meeting depends upon the will of the
     Chairman or presence of written joint motions of at least two Board Members. Place of meeting
     (venue) is Headquarters of the Establishment. The Board of Directors may also meet at another
     convenient place subject to previous resolution by the Board of Directors thereon.

3.   The Board of Directors shall convene with minimum four members which constitute absolute
     majority of full number of members and shall take its resolutions with absolute majority of full
     number of members. However, in case of meeting of the Board of Directors with the entire
     number of the members, if votes are tie, the side of the Chairman shall be deemed to achieve the
     absolute majority.

4.   Votes are exercised at the Board of Directors in the form of “Yes” and “No” and thus they are
     signed. Abstentions cannot be used. The Director who cast his “No” vote writes his justification for
     being against beneath the resolution and signs it.




                                                   7
5.   Board Members who are absent at the meeting cannot exercise their votes in writing or by
     appointing proxy.

6.   It is essential that the Chairman and Board Members should attend all meetings. Members who
     have excuses for their absence at the meeting must communicate their excuses to the Office of
     Board of Directors before the meeting. Members who fail to attend consecutive four meetings or
     total ten meetings within a year are considered to have resigned. In place of them others are
     appointed according to procedures as laid down in D.L. (the Decree Law).

7.   Resolutions of the Board of Directors are entered the Book of Resolutions or Book of Records
     certified by a notary public at the location of the Establishment under the date and sequence
     number. Each and every page of the Book of Resolution is signed by the Board Members who
     have participated in the Meeting.

8.   Transferring of Resolutions to the Book of Resolutions is completed at the latest within one
     month.

9.   In case of extraordinary events, the Board of Directors may convene upon invitation of the
     Director General, irrespective of the foregoing meeting and agenda conditions.


General Management of the Establishment

Article 8 -
General Management of the Establishment consists of General Manager, Deputy General Managers
and Affiliated Units.


General Manager of the Establishment

Article 9 -
Provisions of the Law, D.L. (Decree Law) and other relevant Legislations regarding the personnel shall
apply on the appointment of the General Manager of the Establishment and his qualifications, duties,
powers and liabilities and other particulars.

General Manager of the Establishment may delegate some of his powers, except those vested by the
Establishment’s Board of Directors to the effect that they cannot be transferred to sub-authorities, to
his subordinates and lower authorities, provided that limits of such powers are explicitly specified.
Nevertheless, delegation of such power shall not relieve the responsibility of the General Manager.

Delegation of power in relation with matters requiring receipt of permissions from certain Authorities
pursuant to provisions of the Law and By-Laws shall be made after obtaining such permission.

Deputy General Managers of the Establishment

Article 10 -
1. Provisions of the Law, D.L. (Decree Law) and other relevant Legislations regarding the personnel
     shall apply on the appointments, qualifications, duties, authority and liabilities and other
     particulars of Deputy General Managers.

2.   The Establishment has three Deputy General Managers, two with technical qualifications, and
     one with administrative-financial qualification in conformity with the field of activity.

3.   Distribution of duties among Deputy General Managers shall be designated by the General
     Manager of the Establishment.

4.   Number of Deputy General Managers may be revised by Resolution of HPC (High Planning
     Council).




                                                  8
Units of the Establishment

Article 11 -
1. For the purpose of performing the goals and activities of the Establishment within framework of
     provisions of the D.L. (Decree Law) and the present Articles of Association, high-level units of the
     General Management up to duties ranking in the first and second stages following the Deputy
     General Managers in the Main Organizational Chart of the Establishment shall be established,
     removed or changed by Resolution of the Board of Directors upon motion of General Manager of
     the Establishment.

2.   Establishment and changing or removal when necessary of other units of the Establishment shall
     be done by the approval of General Manager of the Establishment upon motion of the relevant
     high-level unit.

                                             PART THREE

                       Institutions, Affiliated Partnerships and Participations


Incorporation of Institutions and Their Qualifications

Article 12 -
1. Provisions of the D.L. (Decree Law) shall apply on incorporation and qualifications of Institutions.

2.   Incorporation, removal, change of status, expansion or restriction on field of activities, increase or
     decrease in capitals of the Institutions and their merging with other Institutions shall be done by
     the Resolution of the Board of Directors of the Establishment.

     The objective and criteria in these Resolutions are to create saving, profitability, efficiency and
     further resource of investment.


Provisions Applicable to Affiliated Partnerships

Article 13 -
1. In matters concerning the incorporation of Affiliated Partnerships, establishment of Board of
     Directors, appointment or election of Board Members, auditors, General Manager and Deputy
     General Managers and their qualifications and conditions, acquittal of the Board of Directors, and
     other issues, provisions of the D.L. and Articles of Association of the Affiliated Partnership shall
     apply and in all matters not specifically dealt with therein, applicable provisions of the Turkish
     Commercial Law shall prevail.

2.   Private sector, if its share in the Affiliated Partnership is between 20% and 40% shall have the
     right to have one member, and if 40% and more to have two members in the Board of Directors.
     At least one of the Board Members and Auditors to be appointed for Affiliated Partnerships so as
     to represent the Principal Establishment shall be elected from the employees of the Principal
     Establishment.

3.   Except General Manager of the Affiliated Partnership, all Board Members and Auditors who are
     appointed to represent the share of the Establishment cannot be a Board Member, Auditor and
     Liquidation Board Member at another Affiliated Partnership or Participation.

     Obligation to issue stocks to real persons who will work as incorporating partners representing
     the Establishment, shall be executed by the Establishment. Obligations of such persons are
     limited with their terms of office; eventually they are obliged to transfer their shares at the end of
     their terms of office.

4.   Applicable provisions of the Articles of Association of the Affiliated Partnership and of the Turkish
     Commercial Law shall prevail in meeting of the Board of Directors and in other matters.




                                                    9
5.   General Manager of the Affiliated Partnership shall be under the obligation to exercise due effort
     and foresight in implementation of Resolutions ruled by the Board of Directors of the
     Establishment and the Affiliated Partnership and in management of Affiliated Partnerships and
     shall be responsible for acts and behaviors performed to contrary.

     Affiliated Partnership shall act in accordance with principal targets of investment, planning and
     marketing designated by the Board of Directors of the Establishment.


Provisions Applicable to Participations

Article 14 -
1. In matters concerning the incorporation, qualifications, management of Participations and in other
     matters, provisions of D.L., the present Articles of Association and Articles of Association of the
     Company shall apply and in all matters not specifically dealt with therein, applicable provisions of
     the Turkish Commercial Law shall prevail.

2.   At least one member from the Establishment, for each 15% share representing the Establishment
     and Affiliated Partnerships shall be present at the Board of Directors of the Partnership belonging
     to the Establishment and Affiliated Partnerships.

     Provisions of the Provisional Article-2 of the D.L. (Decree Law) are reserved.

3.   If the ratio of share of the Establishment or Affiliated Partnership in any Participation is 20% and
     less there shall be present at least one auditor, if more than 20% at least two auditors.


Reporting by Board Members

Article 15 -
Representatives of the Establishment shall submit their Reports to the Establishment about activities
and financial condition of the Joint-Stock Company for which they are Board Members in accordance
with procedures as laid down in the By-Law.



                                             PART FOUR

                           Financial Provisions, Liquidation and Auditing


Article 16 -
Applicable provisions of the D.L. shall prevail in matters related with preparation of plan, program and
budgets, investments projects, investment and financial programs, small completion, maintaining and
renewal investments, prices and tariffs, accounting systems, balance sheets, final accounts and
activity reports, profit distribution, liquidation and auditing.

The Establishment shall be under the obligation to carry out investment and operational activities on
the basis of plans, programs and budgets and to ensure that its Affiliated Partnerships should observe
the same principles.

The Establishment shall prepare its annual general investment and financial program, covering also its
Affiliated Partnerships, according to provisions of D.L. (Decree Law) and shall submit such program to
the Undersecretariat of Treasury.

Operational budgets of the Establishment and its Affiliated Partnerships are prepared for each
accounting period on the basis of objectives as specified in its annual general investment and financial
program and are approved by their Board of Directors.




                                                   10
In case of revisions in the annual investment and financial program, necessary corrections and
revisions are made in the operational budgets in line with the respective amendment in compliance
with provisions of legislations and of the present article.

The Establishment and its Affiliated Partnerships shall send one copy of finalized annual general
investment and financial programs and operational budgets to the relevant organizations.

The Establishment performs in due time financial, economic and technical studies for investments
required to be made by itself according to the Development Plan and prepares their projects and
forwards them seven months prior to the beginning of the calendar year to the relevant organizations
by attaching projects prepared by its Affiliated Partnerships under the same principles.

For the purpose of ensuring standardization on technical projects in line with the needs among
Affiliated Partnerships, the Establishment provides technical assistance and ensures coordination.

                                             PART FIVE

                                     Miscellaneous Provisions

Provisions Related With Personnel

Article 17 -
Current legal arrangements shall prevail in relation with matters concerning employment, appointment,
discharging, obligations and responsibilities, determination of permanent staff, salaries, premiums,
bonus, travel abroad, prohibition of political activities, distribution of attorney’s fees of the
Establishment’s and Affiliated Partnership’s personnel as well as remuneration and rights of members
of the Board of Directors, auditors and members of the Board of Liquidation.


Provisions arranging relations between the Establishment and Trade Co., Generation Co. and
Turkish Electricity Distribution Co.

Article 18 -
Relations between the Establishment and TEDAS, Trade Co. and Generation Co. on financial,
administrative and technical matters shall be administered within the framework of protocol to be
arranged by the establishments among themselves under coordination of the Ministry. In case of
dispute on provisions of the protocol the decision to be given by the Ministry shall be effective.

Goods and Services Tariffs to be imposed by the Establishment and Generation Co., Trade Co. and
TEDAS onto each other and their principles of change shall be determined under contracts to be
executed among the parties.


Provisions Abrogated

Article 19 -
The Articles of Association of Turkish Electricity Generation Transmission Co. (TEAS) published in
Official Gazette Issue No. 21830 of 26.01.1994 has been hereby abrogated.


Provisions Concerning the Transition Period

Article 20 -
1. Lawsuits and enforcement proceedings in connection with the goals and activities of the
     Establishment where TEAS is the Party shall be administered by the new Establishment starting
     from the effective date of the Articles of Association.

2.   Change of Business Title of Institutions, Affiliated Partnerships, Participations and Plants whose
     business titles are changed pursuant to the present Articles of Association shall be considered as




                                                  11
     continuation of former Institutions, Affiliated Partnerships, Participations and Plants in terms of
     Tax Procedures Law, Law of Corporate Income Tax and other laws.

3.   Any and all transactions to be carried out for ensuring orientation of the Establishment and
     Affiliated Partnerships in accordance with the present Articles of Association as well as
     transactions regarding movable and real estate properties to be transferred or to be taken over
     among the Establishment and Generation Co., Trade Co. and TEAS, and transfers and takeovers
     of intellectual and commercial rights shall be exempt from any and all taxes, duties, stamps and
     charges.

4.   Transfer operations to the Establishment shall be carried out on the basis of balance sheet values
     in conformity with the Council of Ministers’ Decree attached to the Decree Law No. 2001/2026
     dated 05.02.2001.

5.   All of those contracts and agreements being under the obligation of TEAS that are related with
     goals and activities of the Establishment shall be assumed by the Establishment. In case of
     contracts that concern several establishments however, rights and obligations incorporated in the
     provisions related with the Establishment shall be assumed.

6.   Payments for principals, interest, exchange rate difference and the like arising from domestic and
     foreign loan agreements under the obligation of TEAS that are related with matters concerning
     goals and activities of the Establishment shall be undertaken by the Establishment.

7.   TEK/TEAS’s current regulations, circulars, notices and Resolutions of the Board of Directors
     which do not conflict with provisions of the present Articles of Association shall continue to be
     effective until enforcement of their new ones in due procedure.

8.   Pursuant to the Council of Ministers’ Decree No. 2001/2026 dated 05.02.2001, distribution,
     condition of the personnel of Directorate General of TEAS and personnel and units providing joint
     service at rural organizations shall be accomplished and finalized through Protocols to be
     executed among Generation Co., Transmission Co. and Trade Co. within not more than three
     months starting from the effective date of the present Articles of Association. Transfer of the
     personnel who are subjected to separation within this period among the said three different
     establishments shall be concluded by means of protocols irrespective of applicable restrictions. In
     appointment of personnel of Directorate General and joint personnel subjected to separation in
     the Protocol, the Prime Ministry’s Circular No. 99/9 dated 13.01.1999 shall not be applied for a
     period of three months starting from the effective date of the present Articles of Association.

9.   Under the Council of Ministers’ Decree No. 2001/2026 dated 05.02.2001, in distribution of TEAS’s
     movables, real estates, equipment, tools and materials which are used jointly, other than those
     that directly concern Generation Co., Transmission Co. and Trade Co., shall be completed and
     concluded within not more than six months by means of Protocols to be issued. In case of
     dispute, the parties shall observe and abide by the decision of the Ministry.

10. Until entry into force and effect of the Grid Regulation determining standards, procedures and
    principles to be applied onto all Parties connected to the Transmission System, TEAS’s current
    rules and principles on these matters shall be effective.

11. In order that the Establishment may proceed with its activities until entry into force and effect of
    Agreements to be executed with related Parties for ensuring income of the Establishment, in
    2001 the sum in cash at the ratio of share corresponding to transmission activities in TEAS’s
    Investment Program and operational budget and its domestic and foreign debts to become due
    after the transfer operation, complete with their interests and other incidental costs, and in year
    2002 and thereafter however, until approval and effectiveness of Tariffs, according to approved
    budget of the Establishment, the Establishment shall receive from Trade Co. against invoice.

     Current balance sheet losses of TEAS shall be transferred according to the loss as shown in the
     transfer balance sheet of the Establishment and these losses shall be subjected to reduction by
     the Establishment.




                                                  12
Implementation of D.L. (Decree Law)

Article 21 -
In all matters not specifically dealt with in the present Articles of Association, provisions of D.L.
(Decree Law) shall prevail.


Effectiveness

Article 22-
The present Articles of Association shall enter into force and effect upon creation of Board of
Directors.




                                                 13

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:6
posted:11/9/2012
language:Latin
pages:13