Turkey: Memorandum On Use Of Accumulative Votes In Joint-Stock Companies

Last Updated: 11 May 2004
Article by Vural Günal

March 2003 - Reviewed in December 2003, after Communiqué numbered IV/31)

INDEX LIST

I. SUBJECT MATTER

II. LAW PROVISIONS

1. Scope of Law Provisions

2. Method of Use of Accumulative Voting Right

3. Use of Accumulative Vote

III. PROVISIONS OF THE COMMUNIQUE

1. Purpose of the Communiqué

2. "Minority" Concept

2.1. Individual Rights Granted to Shareholders

2.2. Vested Rights

2.3. Minority Rights

2.4. No Minimum Rate Required For Use of Accumulative Vote

3. Definition of "Method of Use of Accumulative Vote"

3.1. Determination of Number of Accumulative Votes

3.2. Use of Accumulative Votes

4. Method being Compulsory or (Optional) Method in accordance with the State of the Company

5. Duties of Joint-Stock Companies in Use of Method

5.1. Provisions in Articles of Association

5.2. Liability of Board of Directors

5.3. Liability of Disclosure on Method

6. Voting Procedure in General Assembly Meetings

6.1. Use of Methods Together

6.2. Use of Ballot Paper

6.3. Assumption of Equal Distribution of Votes

6.4. Duty of Chairman of General Assembly Meeting

6.5. Condition of Validity in Voting by Proxy

7. Liability of Accumulative Voter

8. A Comment

IV. CONCLUSION

************************************************************************************

MEMORANDUM ON USE OF ACCUMULATIVE VOTES IN JOINT-STOCK COMPANIES

I. SUBJECT MATTER:

Sub-paragraph (v) of article 22 of the Capital Markets Law pertaining to the duties and powers of the Capital Markets Board allows use of accumulative votes in joint-stock companies. And the "Communiqué About Principles of Use of Accumulative Votes in General Assembly Meetings of Joint-Stock Companies Subject to the Capital Markets Law", Serial IV No. 29, has been published by the Capital Markets Board in the Official Gazette on 18 February 2003, with immediate effect.

In this Memorandum, we are going to summarize the provisions of the Communiqué.

II. LAW PROVISIONS:

Listed among the duties and powers of the Capital Markets Board in sub-paragraph (v) of first paragraph of article 22 of the Capital Markets Law is:

"To make arrangements about the method of accumulative use of the voting rights, in full or in part, for each seat in the board of directors and the board of auditors, in election of one or more members thereto, in the general assembly meetings of the joint-stock companies subject to the Law".

1. Scope of Law Provisions:

Pursuant to the Law provisions, the legislative arrangements on accumulative vote:

i. are applicable only on the joint-stock companies subject to the Capital Markets Board; and

ii. are applicable for the voting rights in general assembly meetings of the said joint-stock companies; and

iii. are applicable on decisions for elections of members to the board of directors and the board of auditors.

iv. The law mentions about joint-stock companies subject to the Capital Markets Law. As known, companies subject to this Law are joint-stock companies which issue securities and other capital market instruments as an "issuer". Such companies are called and named as "public joint-stock companies". However, the Law mentions about "joint-stock companies subject to the Law", rather than the above cited term. This leads us to think that "accumulative vote" may be used also in the "capital market companies" in the status of a joint-stock company, and the Law seems to cover all such companies.

2. Method of Use of Accumulative Voting Right:

"Accumulative vote" is a voting method. According to the limited definition given by the Law, the "accumulative voting" method may be used (i) in general assembly meetings, and (ii) in election of (iii) members of board of directors and (iv) members of board of auditors, and (v) the accumulative voting rights for each seat therein may be used (vi) in full or in part (vii) in election of one or more members therein.

3. Use of Accumulative Vote:

According to the Law, accumulative vote may be used "in full" or "in part". This may be construed as follows: the voter may use a part of his votes with the "accumulative vote" method, and use the rest of his votes with the usual/normal method. Furthermore, it is also understood that the voter may either vote for a SINGLE nominee for the seats of board of directors or board of auditors voted in the general assembly meeting, or divide his votes among more nominees.

III. PROVISIONS OF THE COMMUNIQUÉ:

1. Purpose of the Communiqué:

The Communiqué, no. IV/29", is issued "in order to set down the principles and procedures of use of accumulative votes so as to enable representation of minority shareholders in board of directors and board of auditors of a corporation".

2. "Minority" Concept:

Against majority shareholders or shareholders holding majority of capital shares or a privilege in management of a joint-stock company, the holders of shares negligible in the meeting and decision quorums according to the Turkish Commercial Code can, due to the number or distribution of their shares, not fully use the rights granted to them by the laws. In order to understand the minority rights in joint-stock companies envisaged in the Turkish Commercial Code, we must collectively review the legislative arrangements pertaining to protection of interests and rights of shareholders of a corporation.

2.1. Individual Rights Granted to Shareholders:

These rights are shortly referred to as "shareholding rights". Examples of these rights are:

  • the right to bring an action for rescission against the general assembly decisions (Article 381 of the Turkish Commercial Code);
  • the right to bring an action of "liability" against members of the board of directors and against statutory auditors (Articles 336 and 346 of the Turkish Commercial Code);
  • the right to attend the general assembly meetings (Articles 378 and 381 of the Turkish Commercial Code);
  • the right to vote in the general assembly meetings (Article 373 of the Turkish Commercial Code);
  • the right to get information about management and financial operations and decisions of the joint-stock company;
  • the right to demand dividends according to the year-end balance sheet or according to the interim balance sheets in the public joint-stock companies, if and to the extent permitted by the Capital Markets Law (Articles 466 and 470 of the Turkish Commercial Code); and
  • the right to have a share in the proceeds of liquidation if and when the corporation is liquidated.

2.2. Vested Rights:

Article 385 of the Turkish Commercial Code refers to "vested rights". According to that Article, "unless otherwise agreed and specified in the articles of association", the general assembly of shareholders may decide to amend all articles of the articles of association in accordance with the provisions of the articles following Article 385, but "no amendment may be made in the vested rights of the individual shareholders without their consent". The Turkish Commercial Code defines the vested rights in the same Article as follows:

"Vested rights are the rights that are not subject to decision of the general assembly or the board of directors or that arise out of the right to participate in the general assembly meetings, according to the pertinent provisions of the laws or the articles of association, and particularly, the rights of:

  • membership,
  • voting,
  • bringing an action of rescission,
  • dividend and profit share, and
  • having a share in the proceeds of liquidation..."

In the light of these "examples" given by the Law, the "vested rights" may be defined as "the rights that cannot be withdrawn or eliminated without consent of the shareholder". However, it is argued in the law doctrine that these rights may be changed or amended by majority vote, subject to the objective good faith rules and principles.

2.3. Minority Rights:

The rights granted by the Turkish Commercial Code to holders of 1/10th of the capital shares or the total voting rights, who are expressed and called as "minority shareholders", may be listed as follows:

i. the right of minority shareholders to demand legal actions against directors and statutory auditors of the corporation, pursuant to Article 341 of the Turkish Commercial Code;

ii. to request appointment of a special auditor by a general assembly decision, pursuant to Article 348 of the Turkish Commercial Code;

iii. the right "to file a complaint to the statutory auditors" thereby obliging the statutory auditors to issue and submit a report, pursuant to Article 356 of the Turkish Commercial Code;

iv. the right to call the general assembly for a meeting or to request addition of items to agenda of the general assembly meeting, pursuant to Articles 366 and 367 of the Turkish Commercial Code; and

v. the right to demand postponement of the balance sheet discussions in the general assembly meeting, pursuant to Article 377 of the Turkish Commercial Code.

In addition to rights granted to 1/10th minority shareholders by the clearly "positive" provisions of the Law, Article 310 of the Turkish Commercial Code grants minority shareholders the right to prevent a decision by using "negative" vote. For instance, if shareholders holding at least 1/10th of the share capital do not approve release of the directors, the decision of the general assembly for release of the directors is deemed invalid.

However, for use of the aforementioned "positive" and "negative" minority rights granted by the Turkish Commercial Code, the shareholders holding or representing ONE TENTH of the share capital are required to act collectively. But we must also say that paragraph 8 of Article 11 of the Capital Markets Law provides that 1/20th (or 5%), in place of 1/10th, is applicable and sufficient for use of the minority rights set down in Articles 341, 348, 356, 359, 366, 367 and 377 of the Turkish Commercial Code in the public joint-stock companies

2.4. No Minimum Rate Required For Use of Accumulative Vote:

As mentioned above, a minimum vote, such as 1/10th or 1/20th, is required for use of the minority rights respectively according to the Turkish Commercial Code and in the public joint-stock companies. However, the Communiqué IV/29 does not refer to the "minority rights" and the relevant laws, and only mentions about the "minority shareholders" having the right to be represented in board of directors and board of auditors of the corporation. This means to say that the Communiqué does not technically require a minimum vote of 1/10th or 1/20th, and considers "minority shareholder or shareholders" as "any shareholder" who is not a part of majority and is therefore accepted to be a part of the minority group, irrespective of the percentage of his shares in the capital.

3. Definition of "Method of Use of Accumulative Vote":

3.1. Determination of Number of Accumulative Votes:

According to the Communiqué, the number of accumulative votes is calculated and determined "by multiplying the number of votes (i) owned and held by the participant of the general assembly meeting or (ii) held by the participant as a proxy of other shareholders, by the number of members to be elected to the board of directors or the board of auditors. It is obvious that the number of accumulative votes will be calculated separately for elections to the board of directors and for elections to the board of auditors.

3.2. Use of Accumulative Votes:

The accumulative votes calculated and determined as above, depending on the number of members to be elected to the board of directors or the board of auditors, may be used by the general assembly participant either fully for a SINGLE NOMINEE or by being divided among SEVERAL NOMINEES, in his option and discretion.

4. Method being (Compulsory) or (Optional) In Accordance With the State of the Company:

An important provision set forth by the first version of the Communiqué, on the date of February 2003, is that the accumulative vote method is not mandatory, but OPTIONAL for the corporations. The corporations wishing to use this method first of all had to accept this method in their articles of association and accordingly had to incorporate a CLEAR PROVISION about this method in their articles of association.

This "optional" discretion is only to make the markets and public joint-stock companies "familiar with" and "accustomed to" this method. In fact, the law maker may have intended to create a system close to the "Corporate Governance" rules (or in Turkish, "Kurumsal Yönetim"1 ) which are stipulated both by OECD and EU in the recent years with a view to facilitating international movement of foreign capital. Among these rules and principles, in addition to representation of the minority shareholders in the managerial bodies of the corporation, some procedures are also specified in order to support election of independent members to the board of directors. In our opinion, this model which aims to enable the minority shareholders holding a certain percentage in the capital to be represented in the board of directors and the board of auditors has been subject to certain changes in a short period of time, and after it is "generally" accepted, for certain cases it has been made mandatory.

According to Communiqué numbered IV/31 which has been published in the Official Gazette dated December 21, 2003 and amended the Communiqué numbered IV/29, (it is required that there is a clear provision in the articles of association of the corporations in order to implement the accumulative voting method). It has been made COMPULSORY that the corporations whose share certificates are not traded in the stock exchange and whose number of shareholders are "somehow understood" to be constantly ABOVE 500 in the last two years, apply accumulative voting method and accept this method in their articles of association. In the presence of such a case, in their FIRST ORDINARY GENERAL ASSEMBLIES, corporations shall adjust their articles of association in accordance with the relevant legislation. For other corporations, the matter continues to be optional.

According to the temporary article of the Communiqué, corporations that are subject to such obligation are required to make the necessary amendments in their articles of association in their first ordinary general assemblies after the date of December 21, 2003.

It is also necessary to explore the reasons why accumulative voting method has been made compulsory only for the corporations whose share certificates are not traded in the stock exchange in Communiqué numbered IV/31. It may be thought that such an obligation is imposed on the Publicly Traded Joint Stock Companies that have sold their shares in question because of the fact that when the shares of Publicly Traded Joint Stock Companies that are traded on the Stock exchange, the attitude and transparency of the management may be taken into consideration but in a way there are no such protection possibilities for the holders of the shares that are not traded on the stock exchange and have been sold within the quota of sale to public.

5. Duties of Joint-Stock Companies in Use of Method:

5.1. Provisions in Articles of Association:

Accumulative votes may be used in general assembly meetings of the joint-stock companies subject to the Capital Markets Law only if and when their articles of association contain the following provisions:

In the Articles of Association:

i. There MUST BE A CLEAR PROVISION allowing the holders of all "voting" shares to use accumulative votes for one or more nominees in the elections to the board of directors and the board of auditors.

ii. The flexibility of election of members to the board of directors between two certain figures in a range allowed by the Turkish Commercial Code must be superseded by a FIXED number for members to be elected to the board of directors and the board of auditors.

iii. There must be a provision stipulating that elections for ALL of the new members in place of the members who resign before the end of their term of office must be held in the same general assembly meeting, except for elections to the board of directors pursuant to Article 315 and elections to the board of auditors pursuant to Article 351 of the Turkish Commercial Code.

This provision of subparagraph (c) of first paragraph of Article 6 of the Communiqué must be considered and interpreted together with the provisions of second paragraph of Article 7 thereof. To wit: Article 7/2 provides that "the calculation of number of accumulative votes will be based on the number of members to be elected to the board of directors and the board of auditors as stipulated in the articles of association". It may be thought and concluded that the Communiqué is not very clear on whether the phrase "member to be elected to the board of directors ..." in Article 7/2 refers to only the members to be elected under a usual agenda item, in the case of renewal of a part of the board of directors every year pursuant to the articles of association, or to election of all members in the same general assembly meeting, meaning renunciation from the rotational election of a part of the board of directors on yearly basis.

iv. There MUST NOT BE ANY PROVISION GRANTING PRIVILEGES in voting for elections to the board of directors and the board of auditors, or the existing voting privileges, if any, must be removed.

v. If there exists a PRIVILEGE IN NOMINATIONS for elections to the board of directors and the board of auditors, a new clause must be added for election of ONE THIRDS OF THE TOTAL NUMBER OF MEMBERS in each of the board of directors and the board of auditors from among the nominees to be nominated in the general assembly meeting, IRRESPECTIVE OF THE NOMINATIONS made by the shareholders group having the privilege in nominations. (1/3 provision has been set by IV/31)

5.2. Liability of Board of Directors:

It is clearly provided in the Communiqué that the board of directors is liable to the shareholders for the actions and TRANSACTIONS of the corporation aimed at REDUCING THE EFFECTS of accumulative voting (Article 6/2).

5.3. Liability of Disclosure on Method:

Corporations which have accepted the accumulative voting method are held obliged to make DISCLOSURES on the method of use of accumulative votes in:

  • the PROSPECTUSES relating to capital increase and

  • the ANNOUNCEMENTS relating to general assembly meetings.

6. Voting Procedure in General Assembly Meetings:

6.1. Use of Methods Together:

The Communiqué provides that if the agenda of general assembly meeting contains elections for the board of directors and for the board of auditors, the ACCUMULATIVE VOTING METHOD applicable by shareholders wishing to use accumulative vote and the GENERAL VOTING METHOD applicable by shareholders wishing to vote in accordance with the general law provisions will be used and employed together.

6.2. Use of Ballot Paper:

Use of "ballot paper" is obligatory in accumulative voting, because the ballot papers show DISTRIBUTION of accumulative votes. In addition, the ballot paper shows:

  • the number of voting rights held by the voter; and
  • the name and surname of the voter; and
  • the signature of the voter.

It is understood from this provision of the Communiqué that whether the voter is a natural person or a legal entity, and whether the vote is used in person or by a representative or by proxy, identity of the "voter" must be absolutely shown on the vote ballot, and the accuracy of identity data must be certified by signature of the voter thereon.

6.3. Assumption of Equal Distribution of Votes:

If the voter who uses accumulative votes in the general assembly meeting does not vote for a single nominee, he must indicate the distribution of his votes. However, if an accumulative vote is used without reference to distribution of votes, in this case, the voter is assumed to HAVE SHARED HIS VOTES EQUALLY without making any discrimination among the nominees who are voted for by him.

6.4. Duty of Chairman of General Assembly Meeting:

Pursuant to the Communiqué, after the ballot papers of accumulative votes are presented to the chairmanship committee of the general assembly meeting, the Meeting Chairman is "held obliged" to CHECK the "number" of accumulative votes and to take MEASURES in order to prevent DOUBLE VOTES in elections.

6.5. Condition of Validity in Voting by Proxy:

In the case of voting by proxy in general assembly meetings of the public joint-stock companies regulated by the Communiqué IV/8 of the Capital Markets Board, a "form" will be given to the proxy according to the said Communiqué. If the principal instructs the proxy "to use accumulative vote" in the said form, the proxy IS OBLIGED TO USE ACCUMULATIVE VOTE FOR THE SUBJECT SHARES. However, if the "form" does not contain such an instruction, the proxy may not himself prefer to use an accumulative vote, and in this case, the proxy may use his votes only in accordance with the general law provisions.

This principle on use of accumulative votes by proxy is naturally valid also for "collection of proxy forms by call" applied in acquisition of a company.

7. Liability of Accumulative Voter:

The accumulative voter is liable to:

  • INFORM the corporation in WRITING about his INTENTION to use accumulative vote,
  • no later than TWO BUSINESS DAYS PRIOR TO the date of the general assembly meeting.

8. A Comment:

The legislative arrangement adopted by the Capital Markets Board about the accumulative votes is, in our opinion, on one hand, a result of performance of the duty assigned by the Law to the Capital Markets Board and on the other hand, an indication of the intention to develop and facilitate the use of minority rights of minority shareholders of a joint-stock company, under the effects of the changing and developing international concepts.

The "optional" discretion aims at making the corporations more familiar with the new concepts, and depending on the future developments, the purpose is to encourage stock investments in the capital markets by protecting the minority rights. However some usual minor problems and conflicts between the capital market provisions of the Turkish Commercial Code based on the Continental European law system, and the provisions of the Capital Markets Law based on a more contemporary approach are likely on this matter as well. Therefore, even before this legislative arrangement is made mandatory, some additional arrangements may be needed. For instance, according to Article 312 of the Turkish Commercial Code, a board of directors is composed of minimum three members. In this case, it is practically impossible to use accumulative vote, because pursuant to Article 330 of the Turkish Commercial Code, for decision quorum in the board of directors, "at least one more than half of the full number of members must be present in the meeting". This means to say that if all of the three members are not present in a meeting, and if one of these three members has been elected from among nominees of the minority shareholders by accumulative vote, and if that member does not attend the board meetings, the company may face a deadlock in decision making. For this reason, we believe that the board of directors of a corporation subject to the Capital Markets Law where accumulative votes are allowed must be composed of minimum 5 members.

IV. CONCLUSION:

The Communiqué on accumulative vote is a useful progress in terms of capital markets, but by considering the already existing difficulties encountered by board of directors of a company formed by various different capital groups as per the Turkish Commercial Code, and the risk of disturbing the fine balances established by special agreements in the foreign capital corporations, the legislation must give priority to resolution of practical problems.

Footnotes

1. Some have initially translated the “Corporate Governance” term as “Yönetişim”, but generally, the term “kurumsal yönetim” is preferred.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement

    Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of www.mondaq.com

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.

    Disclaimer

    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.

    Registration

    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.

    Cookies

    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

    Links

    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.

    Mail-A-Friend

    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.

    Emails

    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .

    Security

    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at enquiries@mondaq.com.

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.

    By clicking Register you state you have read and agree to our Terms and Conditions