New Guidelines on Green, Sustainable and Social Capital Market Instruments
The Capital Markets Board (the Board or CMB) adopted the Guidelines on Green, Sustainable and Social Capital Market Instruments and the Guidelines on Sustainability-Linked Capital Market Instruments (the Guidelines) through its Decision dated 13.08.2026 and numbered i-SPK 128.29 (Decision). The Guidelines replace the “Guidelines on Green Debt Instruments, Sustainable Debt Instruments, Green Lease Certificates and Sustainable Lease Certificates”, which were adopted and published under the CMB’s earlier Decision i-SPK 128.18 (dated 24.02.2022 and numbered 10/296).
It is noted that the Decision is consistent and aligned with the National Green Finance Strategy and Action Plan (2026–2029) (National Action Plan), coordinated by the Ministry of Treasury and Finance. The Decision translates into concrete regulation the targets set out in the National Action Plan for increasing the market share of green, sustainable and social capital market instruments.
Social Capital Market Instruments Brought within the Scope of Regulation
Through the Guidelines on Green, Sustainable and Social Capital Market Instruments, the financing of projects aimed at delivering social benefits has been brought within the scope of regulation alongside green and sustainable debt instruments and lease certificates, thereby enabling the issuance of social capital market instruments.
Furthermore, by revising the principles governing key performance indicators and external assessment services relating to green, sustainable and social capital market instruments, the Guidelines support the National Action Plan's objective of building a “transparent and measurable ecosystem”.
Principles Governing Sustainability-Linked Capital Market Instruments Established
The Guidelines on Sustainability-Linked Capital Market Instruments set out the principles governing the issuance of sustainability-linked capital market instruments.
The issuance of sustainability-linked capital market instruments envisages the prior determination of specific targets and strategies towards those targets. In this context, issuers are encouraged to establish pre-defined, time-bound and measurable sustainability targets and key performance indicators, and to ensure that their performance is verified through external assessment. Subject to compliance with Communiqué No. II-31/A.1 on the Board of Debt Instrument Holders and relevant regulations, provision is made for changes to be made to the coupon payments or other financial or structural features of capital market instruments, depending on whether the specified sustainability targets are achieved.
50% Discount on CMB Fees
The Decision provides for a 50% discount on CMB fees payable in connection with the issuance of capital market instruments covered by the Guidelines.
In this context, it is noted that the CMB pursues several objectives:
- The Guidelines are aligned with the principles of the International Capital Market Association (ICMA) and global green and social bond standards; the update aims to attract global capital and foreign investors.
- In line with the green and sustainable transformation vision set out in the National Action Plan, the expansion of the Guidelines to include social projects contributes to product diversity and market deepening.
- The key performance indicators and external audit requirements aim to mitigate the risk of greenwashing.
- Financial incentive mechanisms reduce issuance costs and thereby support the National Action Plan’s objective of strengthening market mechanisms.
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