Annual Report
Transcription
Annual Report
2010 annual report Acıbadem Sağlık Hizmetleri ve Ticaret A.Ş. INDEX 4 Message from the Chairman of the Board 71 Management Acıbadem Healthcare and Education Foundation 14 75 History of Acıbadem Healthcare Group Investments 16 79 Hospitals Accomplishments and Quality 41 84 Outpatient Treatment Centers Health of Turkish Sport Entrusted to us 51 93 Index 6 Development 3 Medical Technology and Infrastructure 60 98 Healthcare Support Services General Assembly and Financial Reports MESSAGE FROM THE CHAIRMAN Message from the Chairman General View and the Difference of Acıbadem 4 In recent years, our country has experienced important structural changes in every field. Our economy has also achieved high level of growths one after another, both by being influenced by these changes and by making use of business opportunities which have emerged in neighboring geographies. As a result of this, by recovering itself, the country has undergone, at a fast pace, the process of the economic crisis that has existed during the last two years and that has had still effects especially on Europe; besides, our country had a big growth rate like 8.9% at the end of 2010. During this period, the health sector of our country has experienced radical changes and has showed important improvements. Public health services have become equally accessible by everyone. That people could make use of public funding and special health service providers easily has been made possible and the access of people both to doctors and to medicines has got easy. With the increase of the budget allocated to health, important restorations have been realized in structural, technical and medical infrastructures of public health service providers and these restorations still continue. The patient satisfaction has increased consequently all around the country. The competition of public-private sectors has become strong in a good way. For the first time, public health service providers have been also added to the list of the health service providers like Joint Commission International (JCI), which have the certificate of respecting international quality standards; it has become a country which has the most of JCI accreditation beside the USA. All of these changes has combined with the reality that our country has improved its relations with its neighboring geographies in every field, and this situation has led to that which public services presented in the country have been demanded and appreciated by the patients coming from abroad. This phenomenon named with “Health Tourism” has begun to take an important place in agendas of many service providers. Acıbadem focuses on making accessible to more people its top quality health services and infrastructures in every year; and Acıbadem thinks that it presents limitless growth opportunities, in every field, both to our country and to neighboring geographies. It forms and applies its own business strategy under this philosophy and belief. In this context, like in 2010, Acıbadem has continued to grow, improve and to realize applications which make differences in the sector: We have continued to increase the range of our services: With the applications of Breast Center, Obesity Center, Robotic Surgery Center, Esthetic and Beauty Center which have been formed within our hospitals, ‘service more focused’ in its field started to be offered to our patients last year. For the first time, the field of “organ transplantation” was invested and International Hospital Transplantation Center was put into service. It was decided that transplantation service which is seen as a service of the most advanced medical level, would be applied within the other hospitals according to the limits of regulations; and the required applications have been made. In the meantime, the investment of Acıbadem Kozyatağı Hospital Marrow Transplant Center has been completed and its application for license has been made. We have continued to be the first preference of qualified work force: Doctors who are the most wellequipped and the most trustable in their field, young nurses and health officers who aim at performing their job perfectly, administrative staff who want to build a career in the field of health, have continued to choose Acıbadem as a private institution where they can collaborate and join forces; and in 2010, 283 doctors, 1024 nurses/health officers and 1,442 staffs joined to the Group. We have increased the use of advanced medical technology: In addition to the advanced diagnosis and treatment devices like Gamma knife, Intraoperatif MRI, Cyberknife, Rapidarc, Triology, da Vinci, we have started to use, in our Hospitals, Flash CT which is the most rapid and the lowest-level radioactive tomography device of the world, four dimensional breast ultrasonography, digital mammography with tomosynthesis and all-body MRI method which is one of the most effective diagnosis method. We have started to sell “know-how” abroad: Acıbadem broke an important new ground once again in 2010. By signing a know-how transfer contract for five years with Sistina Hospital which is the most well-equipped and the newest private hospital of Macedonia, Acıbadem has become the first private institution who has transferred abroad know-how by selling it; and in this context, the doctors, the nurses and the administrative staffs of Sistina have started to be educated and oriented by Acıbadem staffs. We have raised the bar in health tourism: In 2010, the number of the patients who preferred Acıbadem and came from abroad doubled as compared to the previous year and this number approached to 15,000. A part of these patients received services within the limits of agreements signed between Acıbadem and Ministries of Health from abroad. This has proved that Acıbadem is seen as a trustable group not only by persons but also by foreign public authorities; and Acıbadem has become another source of pride for our country. We have continued to be among the most valuable brands: Acıbadem has changed his place from 148 to 112 in Fortune 500 rating; it has become the 32th among 100 brands in “The Most Valuable Brands in Turkey” rating of Nielsen, and in 2010 it was chosen three times successively as the Superbrand of Health by Superbrands. We have developed our most important social responsibility project: We see Acıbadem University -which was founded by Acıbadem Healthcare and Education Foundation in 2007- as our most important social responsibility project that we can contribute to our country. Acıbadem University - which we evaluate as the most meaningful way to transfer all of our knowledge in the field of health to future generations – has continued to advance towards its aim of being the most distinguished foundation university dedicated to health in our country with its investment to Acıbadem Campus, 2,3 student average per professor and with the 53% rate of scholarship student. We have raised the Turkish Volleyball to the World Champion Level: Acıbadem - who has undertaken the health sponsorship of all of Turkish National Football, Basketball and Volleyball teams and many teams like Fenerbahçe, Beşiktaş – has made the biggest contribution for Fenerbahçe Acıbadem Women Volleyball Team – for which it has become the institutional sponsor for four years – to be the World Champion in World Women Volleyball Championship between sports clubs organized in Qatar; and thanks to this success, it raised the Turkish Volleyball to the world champion level. Besides, it contributed to Fenerbahçe Acıbadem Women Volleyball Team to be the second in Europe Championship League Quaternary Final and to represent our country successfully and to become the champion of the Women Volleyball League of Turkey once again. We have continued to create resources for our future: In the year of 2010 when the economy of our country got over effects of the crisis, Acıbadem continued to develop within the strategies of sustainable growth and creating value, and it managed to increase its revenues more than 30% As Acıbadem, we are planning to present high-quality health services to larger masses by making use of investment opportunities both in our country and in peripheral countries with the experience -which we have created-, with our knowledge and a vision holder administration. With the power that we have got from our country, our strong infrastructures, our experienced staffs and our applications which make differences, we will continue to advance with big steps in 2011. Yours respectfully, Message from the Chairman We have continued to expand our service network: After it opened Maslak, Adana and Kayseri Hospitals in 2009, Acıbadem provided 200 beds and additional employment opportunity for 1,700 persons by opening Fulya and Eskişehir Hospitals whose investments were ensured completely in 2010. The investments of Bodrum and Ankara Hospitals which are planned to be opened in 2012, started to be ensured in this period. The renovation project of Our Bakırköy Hospital has been completed; and in our Bursa, Maslak and Adana Hospitals, especially additional capacity investments for cancer treatment have been ensured and they have been taken into service. Konur Health Services who has a successful history in Bursa, has participated to Acıbadem Healthcare Group by taking over shares, license and administration; and our activity in this city has increased. 5 Mehmet Ali Aydınlar The Chairman of the Board Acıbadem Healthcare Services Trade Incorporated Company MANAGEMENT Mehmet Ali AYDINLAR Chairman of the Board of Directors Şinasi CAN, MD Member of the Board Ali Fuat GÜVEN Member of the Board Selçuk YORGANCIOĞLU Member of the Board Management H. Seher AYDINLAR Deputy Chairman of the Board of Directors 6 MEHMET ALİ AYDINLAR Chairman of the Board of Directors Dr. Şinasi CAN Member of the Board He first went into business in 1981 as Certified Public Accountant. In 1993, he branched out into the healthcare sector with Ac›badem Hospital. He holds an honorary doctorate degree from Dumlup›nar University, Institute of Social Sciences. In 1998, he was awarded with “Excellence in Management” in the World Young Entrepreneur Businessman Contest. In 2006, Mehmet Ali Ayd›nlar was chosen the “Male Entrepreneur of the Year” in the “Business Person of the Year” survey conducted by Ekonomist Magazine. He was also chosen as the “Business Executive of the Year” by Dünya Newspaper and İstanbul University School of Business Administration. In 2006, Referans Newspaper chose Ac›badem Healthcare Group as the Most Rapid Fish of Turkey. In 2007, the Association of Healthcare Volunteers chose Mehmet Ali Ayd›nlar as the “Person who volunteers the most to contribute towards healthcare”. In 2008, he was awarded with an “Honour Award” by Hospital Magazine. Aydınlar has received T.B.M.M outstanding service award in 2010 and has also received “Sportsman of the Year” award in “Sportsman of the Year Awards” in 2011. He graduated from İstanbul University School of Medicine in1966. His compulsory duty took him to Kars for 3 years where he served as a primary care physician and physician for the commander troops in Sar›kam›ş during his military service. Throughout 1971–1991, for a period of 21 years, he worked at Şişli Etfal Research and Training Hospital I. General Surgical Clinic as specialist, chief fellow and assistant supervisor. He acted as advisor in 1991 during the establishment phase of Ac›badem Hospital in the construction, arrangement, staffing and licensing stages. He was chief physician and physician responsible to the Ministry at Ac›badem Hospital throughout 1991–2000. He served as general surgeon and the President of the ethical board at Ac›badem Healthcare Group throughout 2000–2006. Following her graduation from the Chemistry Department of Galatasaray University, she went into healthcare industry in 1993 by taking office at Acibadem Hospital. Currently, she serves as Deputy Chairman of the Board of Ac›badem Healthcare Group. Ali Fuat GÜVEN Member of the Board Ali Fuat Güven is a graduate of İstanbul University Law School. He held offices such as Sub-governor in many districts of Anatolia, Branch Director, Department Chairman and Assistant General Director at the Ministry of the Interior. He served for 14 years as governor of Eskişehir, Uşak and Bursa. He was awarded with Honorary PhD from Eskişehir Anadolu University. Having served as the Director of Bursa Ac›badem Hospital throughout 2006-2008, Mr. Güven has been holding office as a Member of the Board of Directors since 2006. He started out as a management trainee at Interbank in 1992. Throughout 1992 -1998, he worked at the London and Amsterdam offices of ABN AMRO Group as part of the team of investment banking in charge of emerging markets. He was on the “Emerging Europe” group primarily focusing on Turkey, Russia, Kazakhstan, Poland, the Czech Republic, Hungary and Romania. Throughout 1998– 2000, he served as Deputy General Manager of different participations at Finansbank. He was part of the upper management in the London office of Deutsche Bank throughout 2000–2008, working on investment banking in emerging markets. He was made Turkey CEO of Deutsche Bank during 2007–2008. Since April 2008, Yorganc›oğlu has been working at Abraaj Capital as Executive Director in charge of the Turkish market. A graduate of İstanbul University School of Economics, Selçuk Yorganc›oğlu has completed his MBA on Finance at New Haven University in USA. Yorgancioglu still serves as Board Member in Acıbadem Healthcare Group. Management H. Seher AYDINLAR Deputy Chairman of the Board of Directors Selçuk YORGANCIOĞLU Member of the Board 7 CENTRAL MANAGEMENT Prof. Ahmet ŞAHİN, MD Director of Medical Services Yalç›n NAK Deputy General Manager Birol SÜMER Deputy General Manager Rengin AKILLIOĞLU Deputy General Manager Saliha KOÇ Director of Nursing Services Hüseyin GÖKSEL Director of Hospitals Coordination Asım GÜN Director of Financial Affairs Tahsin GÜNEY Director of Planning and Business Development Tanzer ÖZDİL Director of Information Systems Kemal KAPLAN Director of Information Technology and Technical Services Hakan Ertem EVSİNE Director of Purchasing, Logistics and Biomedical Services Central Management Prof. M. Necmettin PAMİR, MD President of Ac›badem University President of the Medical Executive Committee 8 Beril ÖNGEN Director of International Business Development Mehmet ÇEVİK Director of Financial Affairs for Subsidiaries Muzaffer AKINCI Executive Affairs and Security Coordinator Yasin KAYA Deputy Director Responsible for International Hospital Financial Affairs Efe ONGANER, MD Deputy Director of Medical Services Çağlayan SARAL Deputy Director of Medical Standardization and Quality Zeynep Çuhacı AYAZ Deputy Director of Marketing, Corporate Communication Central Management Ayşin ALTUNİÇ Director of HR and Organizational Development 9 Ozan YAZICI Capital Market and Corporate Management Coordinator Oğuzhan SÜRAL Field Promotion Coordinator İlyas BENVENİSTE International Patient Services Coordinator M. Göksel AYDEMİR Technical Services Coordinator Management of Hospitals & Medical Centers MANAGEMENT OF HOSPITAL AND MEDICAL CENTERS * Mustafa CANDAN, MD Director of Ac›badem Kad›köy Hospital Demet ÇETİN Director of Ac›badem Bak›rköy Hospital Demet DİNÇ, MD Director of Ac›badem Kozyatağ› Hospital Tahir ASLAN, MD Director of International Hospital Arzu KARATAŞ Director of Ac›badem Bursa Hospital Serpil SARIAYDIN Director of Ac›badem Kocaeli Hospital Hüseyin ÇELİK Director of Ac›badem Adana Hospital Öznur Yeğen ÇOBAN Director of Ac›badem Maslak Hospital Cemalettin YILMAZ Director of Ac›badem Kayseri Hospital Burcu TANER Director of Acıbadem Fulya Hospital Celal DAĞ Director of Acıbadem Eskişehir Hospital Ömer BUHŞEN, MD Director of Bursa Konur Surgical Medical Center and Gemlik Konur Medical Center Nihan KARAÇAM Deputy Director of Ac›badem Kozyatağı Hospital Neslihan ERKİŞ NAK Deputy Director of Acıbadem Kadıköy Hospital 10 * Listed according to opening and group involvement dates of the hospitals. CHIEF PHYSICIANS* Mehmet BAŞ, MD Chief Physician of Regulations and Official Relations Engin ÇAKMAKÇI, MD Chief Physician of Ac›badem Bak›rköy Hospital Demet DİNÇ, MD Chief Physician of Ac›badem Kozyatağ› Hospital Tahir ASLAN, MD Chief Physician of International Hospital Prof. Hakk› Kaya AKSOY, MD Chief Physician of Ac›badem Bursa Hospital Mustafa İDİZ, MD Chief Physician of Ac›badem Kocaeli Hospital Prof. Mustafa KİBAR, MD Chief Physician of Ac›badem Adana Hospital Prof. Çağlar ÇUHADAROĞLU, MD Chief Physician of Ac›badem Maslak Hospital Ömer AKBEYAZ, MD Chief Physician of Ac›badem Kayseri Hospital Chief Physicians Mustafa CANDAN, MD Chief Physician of Ac›badem Kad›köy Hospital Associate Prof. Reha BARAN, MD Chief Physician of Ac›badem Fulya Hospital Associate Prof. Mehmet Ali ÖZATİK, MD Chief Physician of Acıbadem Eskişehir Hospital * Listed according to opening and group involvement dates of the hospitals. 11 CHIEF PHYSICIANS* Haluk SARICA, MD Chief Physician of Ac›badem Etiler Medical Center Türker KUNDAK, MD Chief Physician of Ac›badem Beylikdüzü Surgical Medical Center Nihat AYAN, MD Chief Physician of Ac›badem Göktürk Medical Center M. Tanzer ÖLÇER, MD Chief Physician of Acıbadem Ataşehir Surgical Medical Center Ömer BUHŞEN, MD Head Physician of Bursa Konur Surgical Medical Center and Gemlik Konur Medical Center Chief Physicians Ali DEMİR, MD Chief Physician of Ac›badem Bağdat Caddesi Medical Center 12 * Listed according to opening and group involvement dates of the hospitals. Sedat ARTUKOĞLU Advisor to the Board of Directors in charge of Investments and New Projects General Manager of Ac›badem Project Management Associate Prof. İbrahim ÜNSAL, MD General Manager of Ac›badem Labmed, Deputy Director of Ac›badem Healthcare Group Medical Services Gökhan GÜRCAN General Manager of Acıbadem Insurance Member of the Board of Acıbadem Insurance Candan GÖKSU General Manager of APlus Özgür TURGAY, MD General Manager of Ac›badem Mobile Healthcare Services Attorney Umur YAŞAR Legal Advisor to Ac›badem Healthcare Group Attorney Okan BEYGO Legal Advisor to Ac›badem Healthcare Group Fikret BALABAN Advisor to the Board of Directors in charge of International Hospital Technical Services Arno FRATERMAN, MD Member of the Board and Advisor to Ac›badem Labmed General Man. and Adv. of Group Comp. GENERAL MANAGERS AND ADVISORS OF GROUP COMPANIES 13 History of the Acıbadem Healthcare Group 2005 2004 2003 2000 1996 1991 History of Acıbadem Acıbadem Kadıköy Hospital 14 1995 Acıbadem Bağdat Caddesi Medical Center Acıbadem Etiler Medical Center 1999 Acıbadem Kadıköy Hospital Annex Service Buildings Acıbadem Bakırköy Hospital IPO in ISE 2001 Acıbadem Healthcare Group Centralized Laboratories Acıbadem Insurance Purchase of International Hospital Collaboration 2002 with Harvard Purchase of Acıbadem Acıbadem Medical Labmed International Education International Etiler Medical and Health Center Acıbadem Foundation Cord Blood Kozyatağı Bank Opening of Hospital Genetic New Service Diagnosis ISO 9001 Building of Acıbadem Center Quality Etiler Eyecare Acıbadem Certificate Bağdat Center Call Center Caddesi “Alo Centralized Medical EFQM PACS Acıbadem” Center Committed Radiology to Excellence Information Quality Certificate System Accreditation Kalder by JCI (Joint National Commission Quality International) Movement Acıbadem Project Management 2011 2009 2008 2007 2006 Acıbadem Bursa Hospital Acıbadem Beylikdüzü Surgical Medical Center Acıbadem Kocaeli Hospital Acıbadem Labmed Adana Acıbadem Uludağ Outpatient Clinic APlus Acıbadem Göktürk Medical Center Acıbadem Labmed Antalya Acıbadem University Acıbadem Ataşehir Surgical Medical Center Acıbadem Mobile Health Services Renewal of JCI (Joint Commission International) Accreditation Acıbadem Maslak Hospital Acıbadem Adana Hospital Acıbadem Kayseri Hospital First admission to Acıbadem University Acıbadem Eskişehir Hospital Purchase of Konur Surgical Medical Center Laying Foundation for Acıbadem Bodrum Laying Foundation for Acıbadem Ankara Hospital Macedonia Sistina Hospital Affiliation Purchase of JFK Hospital Purchase of Göztepe Şafak Hospital History of Acıbadem 2010 Acıbadem Fulya Hospital Renewal of JCI (Joint Commission International) Accreditation 15 18 Acıbadem Kadıköy Hospital 20 30 Acıbadem Kozyatağı Hospital Acıbadem Bursa Hospital 22 32 Acıbadem Maslak Hospital 24 Hospitals Acıbadem Fulya Hospital 26 Acıbadem Bakırköy Hospital 16 28 International Hospital Acıbadem Kocaeli Hospital 34 Acıbadem Adana Hospital 36 Acıbadem Kayseri Hospital 38 Acıbadem Eskişehir Hospital hospitals 17 ACIBADEM KADIKÖY HOSPITAL Our first hospital First hospital of Acıbadem Healthcare Group… First qualified private hospital of Anatolian Side of İstanbul… It was thought as a local hospital at first, but it maintained its importance with proud of being the first and always raised the bar. Acıbadem Kadıköy Hospital, which gave its name to the Acıbadem brand, is Acıbadem Healthcare Group’s firstborn and being so, quite special. Acıbadem Kadıköy Hospital is the first ring of the healthcare chain of our group. The hospital has been put into service in Acıbadem district of Anatolian Side of İstanbul in 1991. Hospitals Throughout first couple of years, the hospital has offered service under the name “Acıbadem Hospital” as a small local hospital. This name also became inspirer for brand 18 name of our group, which takes giant steps on the way to fulfill its objectives and growth. Along with the increase in the number of Acıbadem hospitals, this hospital’s name has become Acıbadem Kadıköy Hospital in 2004. The hospital, which is the first qualified hospital of Anatolian Side of İstanbul, maintains its special status in the history of our group. Acıbadem Kadıköy Hospital, which makes a difference with its services, stands out with its specialized and experienced staff especially in in-vitro fertilization and high-risk pregnancy. It also gets recognition with intensive care service offered to critical patients in the clinic constituted in order to provide better service in orthopedics. Heart surgery is another field that draws attention with successful results… Services that make difference Our group is pioneering the reflection of new advancements in health sector to Acıbadem Kadıköy Hospital and the making of difference in service. The hospital, which works in this manner, stands out with its staff of experienced obstetricians specialized especially in in-vitro fertilization and high-risk pregnancy. Orthopedics and Traumatology Clinic, which is specialized in different fields of orthopedics, stands out with its intensive care unit services that can offer service for critical patients. The hospital also draws attention with its success in hand surgery. Again, with heart surgery unit, which has successful results that have been shared on our web site, Cardiology Clinic and all other units, the hospital offers 24-hour non-stop service. Advanced medical technology Acıbadem Kadıköy Hospital uses devices that are produced with advanced medical technology; the hospital put 2 x 64 Dual Source Computerized Tomography device into service in 2006 for the first time in Turkey. This device has brought convenience and comfort in cardiac vein screening. Due to this technology, more accurate, practical and reliable results are obtained in diagnosis of cardiovascular diseases in shorter span of time. Also, with its 2 x 64 Slice screening feature, it provides clear, bloodless and painless screening in all kinds of cardiac rhythm, and performs cardiac angiography in 6 seconds. Flash CT, which is the fastest computerized tomography device with lowest radiation, can perform whole body tomography in 4 seconds and cardiac angiography in 0.25 seconds. 3-dimensional Tomosynthesis Mammography device provides significant advantage in early diagnosis of breast cancer, thanks to its multi-Slice examination. Again, 3-dimensional MRI device Magnetom Aera facilitates MRI scanning for claustrophobic patients, children and over-weight patients with its wide-angled design. Hospitals Special Services in Different Fields... Acıbadem Kadıköy Hospital has been renewed in 1998 in order to meet the increasing number of patients. As a result of these efforts, it turned out to be a fully-equipped hospital with 17.600 m2 of indoor area, with its modern architecture and advanced medical technology. In 2008, the renewal operations of all patient floors and polyclinic areas have been completed in accordance with the modern architecture of the building. Today, with its patient-oriented modern architecture, advanced medical technology and full range of diagnosis and treatment units, it offers service for its customers in all branches of medicine as a fully-equipped hospital. 19 ACIBADEM KOZYATAĞI HOSPITAL Service manner aiming for excellence in oncology and neurologic sciences A hospital specialized in neurologic sciences and oncology… A modern structure, which is equipped with advanced medical technology and a branch, becomes prominent for the first time in Acıbadem. With its Radiation Oncology Center, Acıbadem Kozyatağı Hospital is one of the 5 “Cancer Treatment Centers” of the group. Hospitals Acıbadem Kozyatağı Hospital is 3rd ring of the healthcare chain of our group and has been offering service since 2004. With its 13.700 m2 of indoor area, the hospital draws attention with its modern structure, advanced medical technology and different services. Acıbadem Kozyatağı Hospital, which offers service in all branches of medicine, but specialized especially in neurologic sciences and oncology, is mentioned as the first hospital of the group that some of the branches become prominent. 20 Services that make difference Acıbadem Kozyatağı Hospital provides all subsidiary health services in all sub-branches of neurologic sciences and oncology under one single roof. With its technology and competent and experienced physicians, the Department of Neurological Sciences offers service as a reference center in this field. In this department, which offers service in a multidisciplinary structure, Ophthalmic (neuro-ophthalmology), Otolaryngology (neuro-otology) and Radiology branches work together and make comprehensive evaluations. Besides the department of neurologic sciences, the other exclusive departments also make Kozyatağı Hospital very unique. Among these, “Motion Analysis Center” is the first among the other private hospitals in Turkey, both with its structure and with the exclusive services offered. In this center, special treatments are administered against disorders emerged as a result of spasticity and various orthopedic and neurologic problems that manifest with movement disorders. Stroke Center is another featured units of this hospital. With its specialist staff, who have apoplexy education and experience, the hospital offers world class service. Gamma Knife for brain tumors Acıbadem Kozyatağı Hospital holds one out of 5 radiotherapy centers of the group. The state-of-art treatment devices are used in this field. Gamma Knife, which is considered as ‘golden standard’ in radiosurgical treatment of brain tumors, is another technology that makes Kozyatağı Hospital exclusive. Since Gamma Knife is able to demolish or diminish tumors with radiotherapy in one session, it provides non-surgical and painless treatment. Advanced medical technology There are many different devices in Acıbadem Kozyatağı Hospital that have been produced with advanced technology used in oncology field. 3 Tesla Intra-operative MRI, 1.5 Tesla Open MRI, PET-BT and Gamma Knife devices stand out in this wide range of devices. 3 Tesla Intra-operative MRI, which also provides spectrum in brain surgeries, is used only in Acıbadem Kozyatağı Hospital surgery room in Turkey. The key feature of this device is its ability to take cerebral images. Only if a special mechanism is provided, it can also provide the surgeon with images of the surgery area without waking the patient up during operation. Thus, these images are evaluated during operation and the operation continues more efficiently. This advantage considerably decreases the possibility of second operation. Again, with 1.5 Tesla Open MRI, high-quality images can be obtained for claustrophobic and over-weight patients. In addition to these entire advance technology infrastructures in cancer treatment, another device has joined to the team in 2008. The new LINAC (Linear Accelerator) device that provides treatment with IGRT (Image Guided Radiotherapy), which has been applied for the first time in Turkey and which is considered as the most advanced radiotherapy treatment. “Respiratory Gating System”, which provides treatment for tumors in organs that replaces with respiration without damaging the surrounding organs, is another advantage that Linear Accelerator technology provides. Hospitals The investments that Acıbadem Healthcare Group has made for early diagnosis and treatment of cancer makes the group serve as “Cancer Treatment Center”. Acıbadem Kozyatağı Hospital is one of the 5 hospitals that have Radiation Oncology Centers that provide diagnosis and treatments with advanced technology devices. The hospital serves as reference center in this field. 21 ACIBADEM MASLAK HOSPITAL A giant step to become a global brand! A hospital that is a candidate to become a global brand with its architecture, technological infrastructure, device range, special units and experienced specialists… Acıbadem Maslak Hospital, which is the proof that Turkey competes with its global competitors in health sector, is the right pride of Acıbadem Healthcare Group with its “5 star” service quality in health care field. Hospitals As Acıbadem Healthcare Group, we take each step on the way to become a global brand in health sector. One of the significant indicators of our intention is Acıbadem Maslak Hospital that we have put into service in 2009. A hospital that suits to become a global brand with its 40.000 m2 of indoor area, its architecture, technological infrastructure, device range, special units and experienced specialists… From being constructed in forestland to its entirely digital infrastructure, each detail has been designed and implemented to be a model to the world. Acıbadem Maslak Hospital, which is nothing like a hospital with its colors, lighting, landscape and interior design, provides ‘5 star’ hotel service. The hospital has “smart building” technology, which 22 operates different systems by integrating them from a single center, and it proceeds on the track of becoming a ‘paperless hospital’ by presenting all sorts of medical information to the physicians and patients safely by using electronic record system. Services that make difference The hospital offers all kinds of medical service. However, there are also other specialized units, such as, Electrophysiology Laboratory, Arrhythmia Clinic, Headache Clinic, Stroke Center, Breast Diseases Center, Thyroid Clinic, Iodine Treatment Unit, Diabetes Clinic, Obesity Clinic, Reproductive Health Center, Sexual Dysfunctions Center, Sleep Disorders Clinic and Allergic Diseases Center. Being “Cancer Treatment Center” is among Patient oriented hospital which considers the patient’s comfort… In Acıbadem Maslak Hospital, which offers patient-oriented service, the diagnosis and treatment of the patient can or medical center. When necessary, secondary opinion and superior specialties are easily accessible. These procedures can be completed in special units without walking around the hospital. The children were considered as well, when the hospital was established. Considering the fact that children may influence more quickly and negatively in the hospital environment, an exclusive area has been designed for the children. Peculiarly designed Pediatrics Clinic is just like a play ground, besides providing service as a diagnosis and treatment center for the children the priority targets of Acıbadem Maslak Hospital. The hospital serves as a reference center in this respect. An advanced version of Pyxis, “Electronic Medicine Management System” is being used in this hospital. This system provides zero-error margin, safe use of medicines and therefore maximum patient safety. Advanced medical technology The hospital has the first fully-equipped digital radiology department in Turkey and offers 24/7 service with state-of-art devices. Acıbadem Maslak Hospital Oncology Center has a wide range of radiotherapy devices. The fact that these devices are being used in this hospital for the first time in Turkey makes Acıbadem Maslak pretty unique. In brief, this hospital has advance technology Linear Accelerator (LINAC) Trilogy device, which minimizes the risk of normal tissues to be affected adversely during cancer treatment. “RapidArc” (Volumetric Intensity Modulated Arc Treatment) technology that can decrease 30-minute cancer treatments down to 2 minutes. CyberKnife that can be safely used in treatment of tumors, which are impossible to remove by operation, which cannot be treated by classic radiotherapy and which require complex operations. ‘da Vinci SI’ robot that can perform laporascopic operations with robotic surgery. And Flash CT, which is the fastest computerized tomography with lowest radiation that can perform cardiac angiography in 0.25 seconds and whole body tomography in 4 seconds. All of these are available in our hospital. Also, an advanced technology product Full-Field Digital Mammography with Tomosynthesis CAD feature provides a great advantage in diagnosis of breast cancer with its superior image quality. Detecting the smallest tumors and even some symptoms that can be considered as cancer precursors are among these advantages. Also, the patient receives lower amount of radiation during this operation. Hospitals be completed without the need of any other hospital 23 ACIBADEM FULYA HOSPITAL In the center of İstanbul, a hospital that prominent with its ‘mosts’ The hospital is located in Fulya, which is one of the ‘most central’ districts of İstanbul… Owns the ‘most advanced’ Athlete Health Care Center of Turkey… Embodies the ‘most advanced’ Breast Health Care Center… Makes a difference with services offered in orthopedics and physiotherapy fields… Acıbadem Fulya Hospital, which offers service in all branches of medicine, stands out with its unique health services simmered with ‘mosts’. Hospitals Acıbadem Fulya Hospital, which is located in Beşiktaş Fulya, one of the ‘most central’ districts of İstanbul, completes the structure of the group in İstanbul. The hospital offers service as 6th hospital of Acıbadem Healthcare Group in İstanbul and 10th hospital throughout Turkey. The hospital was established in Süleyman Seba Trade Center in 22.000 m2 of area, and since it is located in downtown, it has the advantage of accessibility. Acıbadem Fulya Hospital offers service in all branches of medicine and acts in a patient-oriented manner in every aspect from its building to service variety. Due to its contemporary design, the hospital offers physical conditions to 24 patients that will boost the spirit throughout the treatment process. The building has an architectural design that minimizes the need to go back and forth between departments for diagnosis and treatment for outpatients and inpatients. Resuscitation and intervention units at the ambulance entrance of emergency room, which offers 24/7 service, have vital importance in fast and complete immediate intervention. Services that make difference Acıbadem Fulya Hospital offers service that make difference especially in athletes’ health care, orthopedics, physiotherapy and Traumatology fields. With these features, the In this hospital, which hosts the most advanced Breast Health Center in Turkey, protective health services are also offered for women. Here, the most impressive clinical applications are performed from high-resolution imaging to 3-D imaging. Unnecessary biopsy operations are reduced with elastography method, which separates parenchyma from normal tissue. Advanced medical technology State-of-the-art devices are used in this hospital. There are 1.5 Tesla MRI, which is defined as “half-open”, and which is more comfortable for claustrophobic and obese patients; state-of-the-art digital mammography, which is considered the best image quality in Turkey; new generation ultrasonography devices and digital panoramic x-ray. Also, with CT, which has double-tube and 128-detector dual energy, advanced cardiac imaging, coroner CT angiography, CT-colonoscopy and CT-bronchoscopy can be performed besides regular diagnostic examinations. Cool cap, which is a brand new device used in newborn unit, is used for the treatment of newborns, who undergo brain damage (hypoxic-ischemic enspallopati) caused by oxygen deficit in the brain. By keeping the body temperature in a safe level, it prevents the temperature increases that may occur in the brain. Hospitals hospital is candidate for being the only one in Turkey and among the best reference center of the world. In this hospital, which is the only one in Turkey that branches out in treatment of sport injuries and athletes’ health, there are special units for amateur and professional athletes’ health care. Besides the regular performance follow-up of the athletes in these units, it is aimed to compare pre-injury and post-injury or operation performances. Specific exercise programs are built up for cardiac patients. Cardiac rehabilitation helps the cardiac patients recover quickly and go back to their physical, mental and social functions as good as possible. The exercises in cardiac rehabilitation program are personal and ECG controls are applied for the patients in need. This service is not only offered for patients, but also for healthy individuals. 25 ACIBADEM BAKIRKÖY HOSPITAL Acıbadem’s first hospital on European side of İstanbul Acıbadem Bakırköy Hospital is simply the ‘millennium baby’ of Acıbadem Healthcare Group that grows rapidly and surely. In year 2000, one of the general-purpose and biggest hospitals in European side of İstanbul and the first hospital of Acıbadem in European side. In order to provide better service to patients and to meet the increasing need, Acıbadem Bakırköy Hospital has renewed its inpatient floors and operation rooms with regard to their infrastructure and technology in 2008 and 2009. Renewed gynecology service, baby’s room and newborn intensive care unit continue to offer service to expectant mothers, mothers and their babies with its new and modern structure. In Acıbadem Bakırköy Hospital, which has 17.500 m2 of indoor area and a modern building, there is ‘smart building’ system. With this system, which can enable control from 6.500 points, all kinds of problems within the building can be interfered immediately. Hospitals Services that make difference In Acıbadem Bakırköy Hospital, there are special delivery rooms (LDRP), which have been designed for postpartum needs and which can be transformed into fully-equipped 26 delivery rooms, for convenience of expectant mothers. In Newborn Intensive Care Unit, experienced nurses and pediatric surgery physicians also provide service besides neonatology and pediatric physicians for newborns with risky and serious diseases. This unit, in which 24-hour bedside monitoring, digital x-ray, ultrasonography, echocardiography, auditory scanning and EEG are available, is supported by all sub-branches of pediatrics. The health conditions of the mother and the newborn, who have been released from the hospital, are monitored by the assigned nurse at home. These visits enable early interruptions by identifying the problems of mother-baby interaction, and also enable evaluation of nutrition, hepatitis and newborn adaptation. Owing to the heliport in intensive care and operation floor, which has been designed for prompt intervention for emergency patients, it is possible to start treatment within a few seconds. Acıbadem Successful child cardiac surgeries Acıbadem Bakırköy is an international reference center in child cardiology and cardiac surgery. In Child Cardiac Center formed within the body of the hospital, pediatric cardiology, neonatology, child cardiac surgery, child cardiac anesthesia and cardiac intensive care units work in an integrated system. In Child Cardiac Center, including newborns and infants, complex cardiac surgeries and treatments are performed with a success ratio in world standards surgery and other branches. Advanced medical technology The hospital is able to offer quicker and more comfortable service to patients in cardiac health care with 2 x 64 Dual Source Computerized Tomography devices that can perform heart angiography in 6 seconds. Also, along with the renewal of angiography-floscopy device, the hospital offers service with the most advanced technology in procedural processes and ERCP processes. 2 x 64 Slice Computerized Tomography Device Coronary CT angiography ensures clear and excellent imaging of all kinds of cardiac rhythm. Also, with renewed MRI device, more detailed and high-quality images are obtained. With advanced breast MRI examinations, breast biopsy in company with MRI becomes possible. With advanced cardiac MRI imaging, the patients are not exposed to radiation in diagnosis and treatment of congenital cardiac diseases. Laparoscopic operations can be performed with da Vinci robot. Following the da Vinci operation, the patient is able to move back on to his/her active life in a shorter span of time. With the renewed angiography device, the radiation dosage that the patient would be exposed to is lowered and the image quality is increased. Hospitals Bakırköy Hospital is among the best cardiac health centers in Turkey with its advanced technological infrastructure in Cardiology and Cardiovascular Surgery and with experienced and famous physicians. The fact that cardiology, cardiac surgery, cardiac anesthesia and special cardiac intensive care units work in an integrated system, is the leading service that makes a difference in cardiovascular sciences field. Besides all kinds of cardiac surgeries and procedural cardiologic processes for adult cardiac disease treatment, the hospital is also an international reference center especially in child cardiology and cardiac surgery. In the Child Cardiac Center that has been formed within the body of the hospital, pediatric cardiology, neonatology, child cardiac surgery, child cardiac anesthesia and special cardiac intensive care departments work within an integrated system. In Child Cardiac Center, including newborns and infants, complex cardiac surgeries and treatments are performed with a success ratio in world standards. Obesity Center in Acıbadem Bakırköy Hospital provides health care for patients in struggle against obesity, which is considered as one of the most important health problems of today. Whenever needed, the hospital provides personal solutions with obesity surgery applications. The hospital is a reference center in this region with its experienced staff in general surgery, orthopedics, urology, gynecology, brain 27 INTERNATIONAL HOSPITAL The hospital of the ‘Firsts’ The first open heart surgery operation, first in-vitro fertilization center, first MRI… International Hospital is known as the hospital of the ‘firsts’… Also the first private hospital in Turkey… The hospital that introduced Turkish people with modern health care services; International Hospital… After joining Acıbadem Healthcare Group, International Hospital is now more modernized and continues to offer services with high-quality. International Hospital, which is known as the first private hospital in Turkey, introduced its patients with modern health care services. The hospital started patient admissions in 1998 and has joined to our group in 2005. Along with the renewal works started in 2006, all polyclinic areas, physician examination rooms and inpatient floors became more comfortable both for employees and for the patients. International Hospital has been offering service in health sector for 20 years with its 19.000 m2 of indoor area and continues to offer service with its new look under the roof of our group. Hospitals Services that make difference Since it was established, International Hospital has introduced many ‘firsts’ in Turkey. It has accomplished many ‘firsts’ among private hospitals. Here are some of those ‘firsts’: 28 • First open heart surgery, • First in-vitro fertilization center, • First MRI, • First newborn intensive care unit, • First sea ambulance, • First ambulance with intensive care unit features, • First PET scanning, • First image transfer system. International Hospital has become a hospital, which is preferred by foreign patients since day one. Today, the hospital maintains this mission, as well. Within the scope of the renewal process in 2006, there have been many innovations. Parallel with the developments in medicine, in order to ensure patient privacy as well as for ethical and scientific reasons, patient-specific intensive care room formation have been applied in intensive care units. Outpatient service to patients. Along with spatial comfort, physiotherapy unit maintains its physiotherapy and rehabilitation services with state-ofthe-art computerized devices. The new Transplantation Center offers service with its experienced staff and advanced technology infrastructure on international standards. This Center offers free health care services that are provided under SGK agreement. Enables release at the soonest possible date with laparoscopic method. In this center, which offers service with experienced staff, there is an operation room, laboratory and intensive care unit equipped with advanced technology. With Donor Protection Program, the postoperation medical check-up of the donor are performed free of charge. Advanced medical technology Since the date it was established, there have been some significant investments to the intensive care unit of the International Hospital. As a result of these efforts, intensive care units (general intensive care, open heart surgery intensive care, coroner intensive care and newborn intensive care) have been established. Besides these units, there are emergency observation beds and postcoroner angiology observation units. Thanks to 1.5-Tesla MRI device, advance monitoring is also performed and the patients experience great comfort during cancer diagnosis, staging and treatment procedures. Hospitals Chemotherapy Unit, which has been planned in world standards for cancer patients, aims to offer treatment by boosting the morale of the patient. There are five beds in the service, which has been established under the name “Multidisciplinary Service”. This unit has a separate entrance. Daily surgical procedures are performed in the operation room located on the same floor. The patients, who are not required to lie down, and who has conditions that require monitoring only for a few hours, can benefit from this service. In Sleep Laboratory, which is equipped with modern devices, the patients with sleeping disorder receive diagnosis, prognosis and treatment services in an environment, where they can feel comfortable with advanced medical opportunities. In this laboratory, where the patients visit and get their examinations seven days a week, measurements can be performed in 24 different parameters with polysomnography device. Neurology polyclinic and neurology laboratory are also among the departments, which have been renewed. In this unit, advanced neurologic examinations are performed with devices that have been equipped with state-of-the-art utilities for diagnosis and treatment of neurologic diseases. Besides all of these units, there are also catheter laboratory and angiology service with eight beds. Physiotherapy department has been moved into a 300 m2 of area with harden and sea view, in order to provide better 29 ACIBADEM BURSA HOSPITAL The hospital where Anatolia met the Acıbadem brand for the first time… Acıbadem’s first hospital outside of Istanbul and in Anatolia… Offers service in every single branch of modern medicine… With these features of Acıbadem Bursa Hospital, Bursa residents do not feel the need to go to another city for diagnosis and treatment. Cancer Treatment Center is one of the 5 radiotherapy centers that Acıbadem has equipped with the latest technology. Thus, it is the reference hospital of Bursa and Turkey. Hospitals As Acıbadem Healthcare Group, we have completed Acıbadem Bursa Hospital, which was our first investment outside of İstanbul, in 2006. The hospital has 30.000 m2 of indoor area and it is known as one of the most beautiful hospitals in Turkey. Bursa, which is historically and industrially an important city of Anatolia, has met modern medical services with this hospital and now, the local residents of Bursa do not need to go to İstanbul for health care services. 30 Services that make difference A worldwide cancer treatment center has been built in Acıbadem Bursa Hospital. In this unit, which is called Acıbadem Bursa Hospital Cancer Treatment Center, oncology and radiotherapy are under the same roof. The latest methods and state-of-the-art devices are used in cancer diagnosis and treatment. As so in all advanced cancer treatment centers, this unit offers service in multidisciplinary approach. It is considered physiotherapy and rehabilitation specialists, nutritionists and psychiatry specialists. Therefore, the reasons that cause weight gain are examined and personal solutions are offered. Advanced medical technology In Acıbadem Bursa Hospital, which holds many advanced technology devices for diagnosis and treatment purposes, there are two angiology rooms with Gamma Camera, 64 Slice Computerized Tomography, 1.5-Tesla MRI and coroner and DSA. In Nuclear Medicine Department of the hospital, there is a PET Computerized Tomography device, which is used in diagnosis, staging, evaluation of response to treatment and radiotherapy planning processes of many cancer types. IMRT (intensity modulated radiotherapy), IGRT (image guided radiotherapy), 2 advanced linear accelerators, digital imaging system and conventional simulators, which are used in Cancer Treatment Center, serve as advanced technology devices of Acıbadem. Hospitals as one of the reference Oncology and Radiotherapy Centers of Bursa and Turkey. Thanks to ready-to-use heliport and air ambulance for emergency situations, it is possible to start treatments of patients from other cities as soon as possible. There is an isolation room specially designed for patients arriving at the emergency department with suspected infection, and a decontamination room specially designed for patients arriving with chemical and nuclear injuries. In sleep laboratories, chest diseases, neurology and otolaryngology specialists come together and arrange treatments for the patient with ‘sleep councils’. In-vitro fertilization Center helps satisfying parenting desires of couples with successful diagnosis-treatment methods. Specific departments are created considering common health problems. Obesity Clinic is one of them. Obesity Clinic, which has been designed for patients struggling with obesity, provides very unique services. They evaluate and monitor the patients together with endocrinology specialists, 31 ACIBADEM KOCAELİ HOSPITAL Health care services to Kocaeli and surrounding cities with Acıbadem quality Even though this hospital is physically the smallest hospital of Acıbadem Healthcare Group, it is the most efficient one, considering the healthcare services that are brought to Kocaeli… Acıbadem Kocaeli Hospital is located very close to İstanbul, but it offers services that eliminate the patients’ need to go to İstanbul for healthcare services. It is also available 24 hours for occupational accidents and all kinds of traumas. Hospitals Acıbadem Kocaeli Hospital has been put into service in 2006 as 6th hospital of our group. With its 6.500 m2 of indoor area, it is ‘the smallest yet effective’ hospital of our group. Since it is located very close to İstanbul, it can work integratedly with Acıbadem hospitals in İstanbul. Besides modern medical services offered to Kocaeli and surrounding cities, the hospital brings many health care innovations to that region. Since it is very close to the express way, Acıbadem Kocaeli Hospital is easily accessible and thus, the patients from surrounding cities can come and benefit from high-quality health care services of Acıbadem in Kocaeli. The hospital keeps offering service in all branches of medicine with its fullyequipped infrastructure. 32 Services that make difference Acıbadem Kocaeli Hospital offers 24/7 service with a multidisciplinary approach and with its staff of plastic surgery and orthopedics specialists for all kinds of occupational accidents and all kinds of post-traumatic injuries. In order to perform timely intervention for emergency patients it is crucial to have ready-to-serve trauma units for occupational accidents that are frequently seen in Kocaeli and Gebze, which are developed industrial regions. Offering 24 hours of service to the patients after the accidents with excellent equipment and specialists is among the crucial services that Acıbadem Kocaeli Hospital has to offer. With “Corporate healthcare programs”, which are prepared for workplace doctors and employees, both the information that is required by the corporations for health care are conveyed and private health care services are provided in industrial city of Kocaeli. Acıbadem Kocaeli Hospital is also a reference center for the region in childbirth and the hospital organizes “free pregnant education seminars” intended for preparation for delivery and obtaining information about this Advanced medical technology Along with its developing patient profile and increasing number of patients, Acıbadem Kocaeli Hospital has increased investments to advanced technology devices. In diagnosis, staging, evaluation of response to treatment and radiotherapy planning processes of many cancer types, PET Computerized Tomography (PET CT) technology is used in Kocaeli Hospital. This device is only available in Acıbadem Kocaeli Hospital in Kocaeli region. Also, Gamma Camera System is used in Nuclear Medicine Unit. Hospitals special process. Acıbadem Kocaeli Hospital also offers exclusive services for cardiac patients. In order to provide information for cardiac patients, cardiac rehabilitation nurses offer training sessions in pre-op and post-op periods. Acıbadem Kocaeli Hospital is one of the most important centers of the region in Procedural Cardiology and Cardiovascular Surgery. In Neonatal intensive care units, experienced staff is working for babies’ health with the help of modern devices. 33 ACIBADEM ADANA HOSPITAL Çukurova’s “Health Base” With its modern face and advanced technology devices, this hospital is the reference center of Çukurova region in health care services… Along with Çukurova, it is a center of attraction for Cypriots, as well… Acıbadem Adana Hospital has one of the 5 “radiotherapy centers” that the group has equipped with advanced technology devices, and there is no reason to go to other regions for treatment. As Acıbadem Healthcare Group, we have opened Acıbadem Adana Hospital in 2009. The hospital offers diagnosis and treatment services in all branches of medicine and it carried Acıbadem quality to Adana and Çukurova region. Acıbadem Adana Hospital covers 22.000 m2 of indoor area and ensures the local community meets with modern medical services. The hospital makes difference with its services from Çukurova to Cyprus. There is no need for the local people to go to İstanbul, Ankara or İzmir for better Hospitals diagnosis and treatment. 34 Services that make difference Radiation oncology department in Acıbadem Adana Hospital works as a reference center in cancer treatment in this region with its experienced staff and advanced technology devices. Breast Health Care Center that has been established within the body of Acıbadem Adana Hospital offers service with its expert physician staff consisting of general surgery, radiology and pathology specialists in a multidisciplinary approach. Cardiovascular Surgery Department of the hospital provides analytic approaches to the patients with its Acıbadem Adana Hospital, which offers health care services to Çukurova with Acıbadem quality, brings health to Çukurova region with its experienced staff and technological infrastructure. Owing to advanced technology devices that are used in diagnosis and treatment of cancer, the patients do not need to go to other cities to receive better treatment. and respiratory therapists. Advanced medical technology Acıbadem Adana Hospital, which introduces the latest technologies with the people of Adana and surrounding regions, makes a name with its state-of-the-art devices in diagnosis and treatment. The most important of these devices is 2 x 64 Dual Source Computerized Tomography Device, which is used in diagnosis of cardiac diseases. This device beats heart rate and enables diagnosis with 90 percent of accuracy rate even in fast heart rhythm. 2 x 64 Dual Source Computerized Tomography Device is available only in Acıbadem Adana Hospital in this region. With PET Computerized Tomography (PET CT) device, which is one of the most advanced technologies in nuclear medicine, cancer can be diagnosed in early stages. In Radiation Oncology Unit, IMRT (Intensity Modulated Radiotherapy) and IGRT (Image Guided Radiotherapy) supported radiotherapy devices are used in cancer treatment. Breast Health Care Center of the Hospital offers service with one and only state-of-the-art Digital Mammography Device of the region. Greenlight technology, which is used in prostate treatment, is among the advanced technology services that Acıbadem Adana Hospital has to offer to patients. Hospitals The hospital that brings health to Çukurova: Acıbadem Adana advanced technologic equipments and expert physician staff. KVC, Cardiovoscular Surgery service with Bed Side Monitor System, which constantly monitors all hemodynamic data of patients that have gone through open heart surgery, in order to provide better service. In this unit, the patients are prepared to be transferred to the post-operation room with the assistance of experienced physicians 35 ACIBADEM KAYSERİ HOSPITAL The new center of attraction for health in Central Anatolia… Acıbadem Kayseri Hospital, which appeals not only to Kayseri, but also to Central Anatolia with high-quality services, is the reference center of the region. Also has one of the 5 radiotherapy centers of Acıbadem. The hospital has developed by renovating the old historical “Memleket Hospital”, which dates back to early Republic period, and offers service in all branches of medicine. We, as Acıbadem Healthcare Group, have opened Acıbadem Kayseri Hospital, which has been designed to be able to offer service to entire Central Anatolia, on 22.000 m2 of indoor area in 2009. The hospital, which offers service in all branches of medicine, has 2 separate buildings. Acıbadem Healthcare Group has objected “Memleket Hospital”, which is known as the historical building and which has been opened by Mustafa Kemal Atatürk in 1924, to remain idle and renovated the building. Thus, the old “Memleket Hospital” has become a part of Acıbadem Kayseri Hospital. Now, in accordance with its purpose of establishment, the building serves the patients again. The historical building, which Hospitals Modern Building 36 Historical Building Ground Floor Entrance Hall is used as administration and conference center of the hospital, hosts various events and organizations of local people of Kayseri. Services that make difference Examination rooms of the hospital are designed on the cutting edge. Advanced technology equipments ensure patient comfort and security. All procedural operations are on the same floor with operation room and this is another advantage for the patients. The recovery room that will offer service to these units is planned on the same area and supports patience safety. Emergency service of Acıbadem Kayseri Hospital has been specifically designed, as well: This design optimizes the movement of the patient within the hospital, prevents waste of time and enables the patient to perform all necessary applications over the same line. In this unit, which has emergency ambulance and outpatient entrances, there is a special decontamination area for the patients with chemical and nuclear injuries. Advanced medical technology In Acıbadem Kayseri Hospital, advanced technology devices are used in both diagnosis and treatment. Devices, such as, 2 x 64 Dual Source Computerized Tomography Ground Floor Chemotherapy Clinic and PET Computerized Tomography, which are available only in Acıbadem Kayseri Hospital in Kayseri, become prominent in diagnosis. 2 x 64 Dual Source Computerized Tomography device, which can perform cardiac angiography in 6 seconds, can present data rapidly and comfortably. The device can perform this action without slackening the heart rate, without the need for catheter, and by ensuring clear vein image. Thus, more precise, more practical and more reliable results are obtained in diagnosis of cardiovascular diseases. By means of PET Computerized Tomography, which is an advanced imaging technique used in tumor detection, the potentiality of early diagnosis of cancer increases. With Gamma Camera, which is available in Nuclear Medicine Department of the hospital, whole body bone scintigraphy, kidney, liver, thyroid, parathyroid, gastric and cardiac images are obtained as soon as possible in high resolution. The hospital applies advanced methods in cancer diagnosis and treatment and slowly becomes the reference cancer center for Central Anatolia Region. The patients are treated with IMRT (Intensity Modulated Radiotherapy) and IGRT supported (Image Guided Radiotherapy) radiotherapy devices in “Oncology and Radiotherapy Center”. Hospitals 1st Floor Eye Clinic 37 ACIBADEM ESKİŞEHİR HOSPITAL The new health center rising in Anatolia Acıbadem Eskişehir Hospital offers high-quality medical service to the patients from Eskişehir and other surrounding cities, such as, Afyon, Kütahya and Bilecik. The hospital carries the Acıbadem quality to Eskişehir with its many different features. Acıbadem Eskişehir Hospital offers service in all branches of medicine, and especially draws attention with exceptional service in cardiology, cardiovascular surgery, oncology, general surgery, gynecology, orthopedics and pediatrics. Acıbadem Eskişehir Hospital, which offers exclusive service in intensive care, isolation units and neonatal intensive care unit fields, aims to become a reference hospital with its team of scientists. Acıbadem Eskişehir Hospital is the first among the other private hospitals, which works with the maximum number of academic members in the city. Hospitals The hospital, which has the facility to respond emergency patients with its heliport that has been designed for air ambulance landing, has 20.000 m2 of indoor area. The hospital, which has 5 operation rooms, 1 delivery room, 1 infant care room, operates with smart building system that can be controlled from one thousand different 38 points. Acıbadem Eskişehir Hospital offers service in all branches of medicine and provides 24/7 high-quality health care services. Services that make difference In Acıbadem Eskişehir Hospital, which brings Acıbadem quality to Eskişehir, not only the treatment process is evaluated, but also the previous processes are evaluated and protective health care services are provided. In the hospital, which works with a perspective that considers different needs of different patient groups, there are many different services from Menopause Clinic to Blepharoplasty Center, from Headache and Balance Center to Growth and Adolescence Center. Acıbadem Eskişehir Hospital aims to be a pioneer by bringing new services to Eskişehir. Among these innovations, there is patient-oriented service by architectural There are independent isolated Emergency Service Observation Rooms in form of cabins, General Intensive Care Service that works with Box and Monitorization System and Isolation Units, as well as Pyretic Child Washing Unit, 3 CPR Rooms and a Decontamination Room for the patients, who are exposed to radioactive, biological and chemical attack or substances comfort, “smart building feature” that can be controlled from one thousand points and minimizes infection risk. General Surgery, Pediatrics and Gynecology Units with 24 hours of service, and polyclinic service that is open until 08.00 pm, are among the services offered by Acıbadem Eskişehir Hospital. by means of labor pain and patient room that can be transformed into delivery room with LDRP system for comfortable child birth and post-natal period, it is possible to perform the entire delivery process within the same room. Post-natal infant visits and domiciliary care services are other privileges that Acıbadem Eskişehir Hospital has to offer to newborns and their parents. Within the frame of patient-oriented working principles, Acıbadem Eskişehir Hospital has been furnished with “living spaces” that will make the patients and their relatives feel like home. As a result of patient-oriented approach, it becomes possible to complete diagnosis and treatment of the patient without any assistance from another hospital and to easily access the secondary opinions and superior specialties. Within the frame of this approach, the patients can be released from the floor, where they have been treated, and they can also make their payments at the same floor. The private doctor visiting room with lobbies in operation rooms and intensive care unit provides a comfortable environment for patient relatives while waiting for the results and it aims to protect the privacy of the patient and patient relatives during private doctor meetings. In Standard and suite type patient rooms, which are positioned to receive more daylight, the artificial lighting system has been designed as to not to disturb the patients. Acıbadem Eskişehir Hospital places emphasis on cardiac diseases, which are one of the most important health problems throughout the world and in Turkey. Cardiologists perform medical screening related to heart and all anomalies are treated by determining personal risk ratios. Along with every-day polyclinic service in Cardiology Department, diagnosis-driven examinations are performed with Echocardiography, Stress Echocardiography, Electrocardiogram, Treadmil ECG and Holter methods. Advanced techniques are used in diagnosis and treatment of coronary artery disease, hypertension, cardiac rhythm disorders and cardiac valve diseases. Also, with tomographic angiography technique, a diagnosis can be established even for asymptomatic cardiovascular diseases in less than 6 seconds. In Acıbadem Eskişehir Hospital, all branches, except for dentistry, are covered by SGK. Price difference is not collected from patients with SGK in medical oncology (cancer treatment) and chemotherapy (medicated cancer treatment), cardiology and cardiovascular surgery. There are private recreation areas and “daytime rooms” in patient floors for guests and patient relatives. Patient relatives can spend time in these areas by reading, relaxing or watching TV. There are clinic-specific admission, reception and guidance personnel in each floor. Advanced medical technology By means of the Cerebral system, which provides fast treatment process with instant electronic information flow, medical information is checked with electronic information network. Thus, Acıbadem Eskişehir becomes a ‘paperless hospital’. All radiological images of the patients are recorded with PACS system and can be displayed in all Acıbadem hospitals in real-time. Hospitals In Acıbadem Eskişehir Hospital, 39 42 Outpatient Treatment Centers Acıbadem Bağdat Caddesi Medical Center 43 46 Acıbadem Ataşehir Surgical Medical Center Acıbadem Göktürk Medical Center 44 47 Acıbadem Etiler Medical Center Uludağ Outpatient Clinic 45 48 Acıbadem Beylikdüzü Surgical Medical Center Konur Surgical Medical Center 40 outpatient treatment centers 41 BAĞDAT CADDESİ MEDICAL CENTER Our First Outpatient Treatment Center is 15 Years Old! Acıbadem Bağdat Caddesi Medical Center used to offer only polyclinic services, but in line with the increasing demand, it has been expanded and turned into a medical center. The medical center meets the health care needs of the local people with renovated countenance and modern medical services. Acıbadem Bağdat Caddesi Medical Center, which is located in one of the most important settlements in Anatolian Side of İstanbul, and which has gained medical center status in 2007, offers service with its expanded capacity and new applications. There are 2 surgical intervention rooms and 6 observation rooms in this center. Outpatient Treatment Centers Medical services The center offers service with its emergency service 6 days a week until 08.00 pm and it works integratedly with Acıbadem Kozyatağı and Kadıköy Hospitals for high level examinations and treatments. When necessary, the patients are directed to these hospitals. 42 In Diabetes Center, which is within the body of Acıbadem Bağdat Caddesi Medical Center, diabetes patients are treated with multidisciplinary approach. Also, in the “School of Diabetes”, which maintains its studies within the frame of Patient Education Program, education programs are organized for diabetes patients and certificates are granted to participants. In the center, laser hair removal, which is one of the modern day epilation methods, and Fractional Laser applications, which are used in treatment of skin blemishes, is applied in control of experienced doctors. ATAŞEHİR SURGICAL MEDICAL CENTER Advanced technology health care services for the residents of Ataşehir Acıbadem Ataşehir Surgical Medical Center, which offers service in all branches of medicine, meets health care needs of the residents of Ataşehir 24/7 with its experienced and competent staff and advanced technological infrastructure. Medical services In this center, which offers service in all branches of medicine, daily operations are performed, as well. In Radiology Department, the advanced technology MRI, CT, Mammography, X-ray, Ultrasound and Panoramic X-ray devices are used. Exclusive services are offered in sports injuries. Specific medical solutions are developed for injuries, such as, muscle, tendon, soft tissue, arthrosis and bone and health problems that are usually encountered in athletes, such as nerve entrapment. In this field, the treatments of problems caused by sport injuries are supported by ESWT device. In the center, where specific services for skin health and rejuvenation and daily surgical interventions are performed, plastic and dermatological applications are performed that ensures that the patient can go back to his/her daily life as soon as possible. In Ataşehir Surgical Medical Center, laser hair removal, Fractional Laser and ultrasonic local weight loss methods are applied in control of experienced doctors. With Fractional Laser, a significant diminution is ensured in treatment of marks on the skin that have been formed after pregnancy or by rapid weight loss and gain in puberty. With Ultrasonic Local Weight Loss method, it is aimed to work off the fat that has been built up in belly, waist and hip regions, in spite of sport activities. With advanced technology laser hair removal applications, it is possible to get rid of unwanted hair. Outpatient Treatment Centers Acıbadem Healthcare Group has opened Acıbadem Ataşehir Surgical Medical Center in Ataşehir, which is a significant and rapidly growing district. The center has been put into service in 2008 and has been in service of the residents of Ataşehir 24/7 with its experienced and competent staff and advanced technological infrastructure. 43 ETİLER MEDICAL CENTER Modern and gracious medical service Acıbadem Etiler Medical Center, which offers service in all branches of medicine, meets health care needs of residents of Etiler with Acıbadem quality. Acıbadem Etiler Medical Center, which has been put into service in 1996, has gained medical center status in 2007 by expanding its polyclinic service capacity. The center offers modern diagnosis and treatment services in all branches. Emergency service unit offers service 6 days of week until 08.00 pm. Outpatient Treatment Centers Medical services In endoscopy unit, which has been established within the body of this center, gastroscopy, colonoscopy, rectoscopy and cauterization operations are applied with advanced technologies in diagnosis and treatment of gastrointestinal disorders. 44 Digital mammography, which is superior to classical mammography for early diagnosis of breast cancer, is available in this center. With digital mammography, the amount of radiation given off to the patient is reduced and the duration of x-ray becomes shorter. Along with digital x-ray, there is panoramic digital x-ray in Acıbadem Etiler Medical Center, which overtops other methods with its highresolution in diagnosis of dental problems. There is also laser hair removal service, which is one of the modern epilation methods of today. These applications are performed in control of experienced doctors by determining personal laser type and dosage. BEYLİKDÜZÜ SURGICAL MEDICAL CENTER 24/7 service in rapidly growing district of İstanbul Acıbadem Beylikdüzü Surgical Medical Center offers service in all branches of medicine. In comfortable and spacious polyclinics, the patients can get their laboratory and radiological inspections done, as well as their examinations. There is a 24/7 active emergency service in the center. This service has all necessary features that are required for a hospital emergency unit. Also, all facilities are available for expectant mothers to have a comfortable delivery. In this center, where outpatient treatments are available, there are all kinds of daily surgical interruptions, as well. When high-level examinations are necessary, the patient can optionally be directed to Acıbadem Bakırköy Hospital or International Hospital. In this center, which offers 24/7 service, there are panoramic x-ray, USG, mammography, bone density, direct x-ray and CT devices and echocardiography and effort devices. There is a fully-equipped Physiotherapy and Rehabilitation Unit available in Acıbadem Beylikdüzü Medical Center. Here, all preop and post-op physiotherapy services are available. Outpatient Treatment Centers Acıbadem Beylikdüzü Surgical Medical Center has been put into service in 2006, in order to meet health care needs of residents of Beylikdüzü, which has a rapidly growing population. Along with polyclinic services, the center offers wide range of services from child birth to daily surgical interventions. 45 GÖKTÜRK MEDICAL CENTER Health care services for Göktürk and surrounding regions Acıbadem Göktürk Medical Center, which offers service in all branches of medicine, provides medical services for Göktürk and surrounding regions, from family practice to personal check-up programs. Acıbadem Göktürk Medical Center has been offering service in all branches of medicine, since its opening in Göktürk district of Kemerburgaz in 2007. With its emergency service unit, which offers service in international standards, the center offers 24hour emergency unit service and all kinds of initial interventions can be performed. Among the other facilities that the emergency unit of the center offers, which provide 24-hour ambulance service, there are laboratory and radiology services, as well. Outpatient Treatment Centers Medical services Family practice is the primary service among the exclusive services that Acıbadem Göktürk Medical Center has to offer. Family physicians offer protective and remedial health care services for each member of a family. The family physician, who acts as a mentor, when necessary, for all kinds of health problems of a family, plans regular controls and check-ups and evaluates the results. 46 The center offers check-up programs, which are developed separately for each individual. By means of these programs, timely diagnosis and treatment becomes possible and precautions are taken for possible illnesses that may cause serious health problems. On top of standard check-up programs, the check-up is applied by examining life-styles, personal characteristics, habits, expectations and familial tendencies and by determining the risks that they bear. By means of “Integrated Patient Admissions System”, the medical history, which contains diagnosis and treatment, results and physician notes, given to each patient from any Acıbadem hospital or medical center, is recorded. The patients, who have been treated in Göktürk Medical Center, receive an “Acıbadem Card”. By using their Acıbadem Cards, the patients can go to www.acibadem. com.tr and log in to “My Health Care File” section, which is located in “e-patient” section. In this section, the patients can see their admission dates, all reports written within one group from analysis to examination results and their contractual insurance information, and they can also update their identification, address, contact and e-mail information. ULUDAĞ OUTPATIENT CLINIC Expert specialist team in first aid and search & rescue! At the Acıbadem Uludağ Outpatient Clinic, the Acıbadem Ski Patrol which is experienced in first aid and search & rescue, intervene in emergencies. The casualties are taken by helicopter or a fully equipped land ambulance to the Acıbadem Bursa Hospital or to an institution preferred by the patient. medical interventions are performed in Acıbadem Uludağ Outpatient Clinic and if necessary, the patient is taken to Acıbadem Bursa Hospital or another medical center of patient’s choice, by helicopter or fullyequipped ambulance as soon as possible. The emergency medical service is provided by skiing patrol team, which is well aware of mountain conditions and winter sports. Acıbadem Skiing Patrol immediately intervenes in many emergency cases from serious head-neck injuries to upper-lower limb indispositions and injuries. Acıbadem Healthcare Group offers service not only in Acıbadem Uludağ Outpatient Clinic, but also in Ağaoğlu and Grand Yazıcı Hotels. Outpatient Treatment Centers In Acıbadem Uludağ Outpatient Clinic, which has been established by considering the features of the region oriented to winter tourism, an experienced team of first aid and search & rescue renders service in skiing season. Acıbadem Skiing Patrol team patrols all day long throughout winter season in Uludağ. The team checks up on all tracks regularly and informs Acıbadem Uludağ Outpatient Clinic on all kinds of emergency situations, especially on trauma cases through the radio. The medical team is ready-toserve in the polyclinic and arrives at the accident scene with specially-equipped snow motorcycles or tracked snow mobiles. The medical team takes the casualty, who has been treated by Acıbadem Skiing Patrol, to the center with a chair sledge. The advanced 47 KONUR SURGICAL MEDICAL CENTER Konur, offering outstanding service to Bursa Konur Surgical Medical Center has joined Acıbadem Healthcare Group in 2010, and offers contractual service with SGK and all private insurance companies. Outpatient Treatment Centers Konur Surgical Medical Center has been opened in Bursa, and the services offered in this center are internal diseases, general surgery, neurology, neuropsychiatry, neurosurgery, pediatrics, pediatric surgery, gynecology, plastic surgery, microsurgery and hand surgery, cardiovascular surgery, urology, KBB diseases, ophthalmic, orthopedics and Traumatology, dermatology, physiotherapy and rehabilitation, microbiology and infection diseases, pathology, nuclear medicine, radiology, biochemistry, algology, acupuncture and anesthesia reanimation. Konur Surgical Medical Center has also registered its service quality and standards. In 1996, Konur Surgical Medical Center has been certificated with ‘Laboratory Competence Certificate in Hospitals’ of Turkish Standards Institute (TSE) for the first time in Turkey. In 1997, 48 the hospital has accomplished to become the 3rd hospital to receive TS-EN-ISO 9002 Quality Assurance System Certificate. In June 1999, the hospital has raised its quality management system to ISO 9001. In June 2002, the hospital has accomplished to become 2nd hospital to receive TS EN 9001: 2000 version in Turkey by certifying its quality again. 49 50 Medical technology and infrastructure medical technology and infrastructure 51 STATE OF THE ART TECHNOLOGY AT ACIBADEM Diagnosis and Imaging Devices PET/CT PET/CT is one of the most efficient imaging techniques of today. Especially in oncology, it is used in detecting tumors, determining tumor spreading level, radiotherapy planning, and evaluation of response to treatment and in some cases, in determining whether the existing mass is benign or malign. PET/CT is not only used in oncology, but also plays a crucial role in neurological cases such as determining epilepsy focus and Alzheimer disease and in examination of existence of living tissues in heart following a heart attack. The Centers Where it is Utilized: Acıbadem Maslak, Acıbadem Kozyatağı, International Hospital, Acıbadem Bursa, Acıbadem Kocaeli, Acıbadem Adana, Acıbadem Kayseri Hospitals INTRA-OPERATIVE 3 TESLA MRI The Centers Where it is Utilized: State Of The Art Technology Acıbadem Kozyatağı Hospital 52 Intra-operative 3 Tesla MRI is an advanced technology imaging device. As it is used for whole body imaging, it also helps ablation of tumor in brain surgeries with quick imaging. By means of its ability to obtain image during operation, the surgeon can perform sterilized examination in any location without waking up the patient or closing the operation zone. Since the risks, such as, failing to clean residues completely, causing damage in functional zones and performing on wrong locations are put away; there is no need for a second operation. FLASH CT World’s fastest tomography device with lowest rate of radiation. Especially in cardiac and lung screening, it can provide imaging in almost every single part of the body. By means of its ability to perform quick screening by using low radiation dosage, it provides major ease of use especially in cardiac check-up programs. The device can perform whole body tomography in 4 seconds, heart angiography in 0.25 seconds and lung screening in 0.6 seconds without holding breath. With freedom of action and short imaging durations, it provides major advantages for traumatic patients, children and obese patients. The Centers Where it is Utilized: Acıbadem Maslak, Acıbadem Kadıköy Hospitals 3-DIMENSIONAL DIGITAL MAMMOGRAPHY WITH TOMOSYNTHESIS FEATURE The Centers Where it is Utilized: With this mammography device, which has two dimensional and multi-slice three dimensional tomosynthesis imaging with minimum dosage capacity, it provides opportunities that break a new ground in early diagnosis of cancer. This device takes a series of digital images as thin layers and from these layers, it synthesizes three dimensional image of the breast. All tissue problems are not analyzed over one single image like routine mammography devices, but analyzed over digital images of the breast, which are viewed as thin layers. Thus, it is impossible to miss out problematic zones and breast cancer. Acıbadem Maslak, Acıbadem Kadıköy Hospitals 4-DIMENSIONAL MAMMARY ULTRASONOGRAPHY With ABVS (Automatic Breast Volumetric Scanner), which is the latest technological innovation in mammary ultrasonography and which is also known as 4-dimensional mammary ultrasonography, the entire breast is viewed in standard poses and these image sets are evaluated by the physician on a special screen. These images can be regenerated in desired sectional plane on this screen and the measurements can be made again. Any part of the breast is not overlooked and the practitioner mistakes are minimized. The Centers Where it is Utilized: Acıbadem Maslak Hospital Magnetic Resonance (MRI) is one of the most effective diagnosis methods among the new imaging technologies. This method ensures that all tumoral masses are seized at the early stage before the findings are formed. MRI examination, which is performed for cases that may be missed out in classical screening methods, enables tumor diagnosis. With parallel imaging and integrative software programs, image is taken within 30 minutes with optimum resolution and quality from the patient lying on movable table of MRI device. While the patient is lying within the cylinder, which creates a strong magnetic effect, MRI sends radio waves that cause energy release of hydrogen atoms within the body. Information that belongs to thousands of hydrogen atoms moving with the magnetic effect are gathered in the computer. This information is analyzed and very accurate and high-quality images are obtained. The Centers Where it is Utilized: Acıbadem Maslak, Acıbadem Kadıköy Hospitals State Of The Art Technology WHOLE BODY MRI 53 STATE OF THE ART TECHNOLOGY AT ACIBADEM Treatment Devices TRILOGY The Centers Where it is Applied: Acıbadem Maslak, Acıbadem Kozyatağı, Acıbadem Bursa, Acıbadem Adana, Acıbadem Kayseri Hospitals It is a Linear Accelerator (LINAC) which has 3 different radiotherapy methods, namely IGRT, IMRT and SRT/SRC. It is used for both diagnosis and treatment purposes and provides significant advantages to the patient. Image guided radiotherapy can be performed with IGRT. Intensity modulated irradiation can be performed with IMRT. Thus, the intensity of radiation in treatment areas can be adjusted and the dose dispersion becomes almost ideal. While high doses are applied to tumors, healthy tissues are protected at a maximum level. Punctual irradiation is applied with SRT/ SRC technology. With this method, punctual irradiation can be applied to millimetric tumors. Thus, while the tumor is exposed to high doses of radiation, the surrounding normal tissues receive less radiation. State Of The Art Technology RAPIDARC 54 Rapidarc is an advanced technology cancer treatment device, which is also known as “Volumetric Intensity Modulated Arc Treatment”. Rapidarc, which reduces 15-30 minutes of image radiotherapy treatment down to 2 minutes, provides major comfort and ease in treatment. Unlike other devices, it enables irradiation while the patient revolves around, in other words, while he/she is in motion. Thus the treatment is carried out quickly, without allowing the patient to move. By means of Rapidarc, which is a Linear Accelerator (LINAC), IGRT time is reduced down to 2 minutes, and the time period spent on the table goes down to 2 minutes, as well. This makes the whole process completed within 4 minutes. Therefore, 30-45 minutes of treatment would be reduced to 4 minutes. The Centers Where it is Applied: Acıbadem Maslak Hospital GAMMA KNIFE Gamma Knife, which is used to treat brain tumors without any surgical operations, is a tested and scientifically approved radiosurgery method. With Gamma Knife, brain tumors can be treated quickly and bloodlessly without the necessity of any sensitive and risky surgical operations. General anesthesia is not applied in Gamma Knife treatment; it can be completed within couple of hours and the patients go back to their homes within the same day. The Centers Where it is Applied: Acıbadem Kozyatağı Hospital CYBERKNIFE CyberKnife, which is defined as space scalpel, is the first and only robotic radiosurgery system, which is designed to perform cancer treatment in more precise accuracy than millimeter in whole body. By means of this system, radiation beams are used focally and all cancerous zones in brain and body are treated with high doses. During treatment, normal tissues can be protected from the effects of radiation at a maximum level. The Centers Where it is Applied: da VINCI The Centers Where it is Applied: Acıbadem Maslak, Acıbadem Bakırköy and Acıbadem Kadıköy Hospitals Robot da Vinci, which has been produced by NASA in order to perform surgical operations on astronauts in space, performs operations with micro lacerations and provides 3-dimensional images. Thus, the hardest operations can be easily performed. For this, only a doctor is needed to sit down in a console outside of the operation area and direct the robot. It is used in many fields, especially in urology, cardiovascular surgery, general surgery, otolaryngology and gynecology. State Of The Art Technology Acıbadem Maslak Hospital 55 INFRASTRUCTURE AND TECHNOLOGY USED IN ACIBADEM Technical Services Periodical and planned maintenance, repair and renovation/modification works of electrical, mechanical and constructional equipments of 11 hospitals, 7 polyclinics, 2 management buildings and APlus, Acıbadem University, Acıbadem Mobile Health Care and laboratories within the body of Acıbadem Healthcare Group are carried out by technical services. Environmental Management Unit follows up all liabilities and applications that are required to be adapted in all locations within the scope of Environmental Legislation and has an active role in taking necessary precautions for minimizing negative effects to the environmental health that may be caused by the operation. With the works of Energy Management Unit, it is aimed to minimize the amount of water consumed annually without disquieting the comfort, by the engineers, who have Energy Management Certificate. Significant infrastructure equipments in ASG buildings: Infrastructure a) Heating-Ventilating-Air Conditioning (HVAC) System: In all hospitals of the group, comfort and energy efficiency are provided together by using highly efficient heating and ventilating groups, pumps, fans and frequency converters. 56 b) Back-up Power Systems: With synchronization system, which enables simultaneous operation of power transformers, diesel generators, uninterruptable power supplies, cogeneration units, power automation and systems, continuous, clean and economical energy is provided in the hospitals. c) Building Automation System (Smart Building): Energy is saved with this system by managing the operation without any mistakes. d) Nurse Paging Systems: With this system, the nurses are available for patients and for those, who needs them, from patient rooms, restrooms and from any place by means of paging buttons. e) Fire Sensing Systems: With fire sensing systems, smoke and sudden heat increases in any part of the building are detected immediately. In the event of a real fire call, the system automatically makes ventilating regulations in the area of fire call and prevents spreading of smoke. f) Water Treatment System: The water treatment system in hospitals consists of softening, reverse-osmosis, ultraviolet devices and various filters. Thus, mains water is disinfected and softened before general use. Then, the water undergoes reverse-osmosis device, the distilled water is disinfected again and supplied to laboratories and sterilization units; minerals are added and disinfection is performed on distilled water and water is transformed into potable water. g) Medical Gas System: All medical gases that are required by the patients are redundant and remotely monitored. Also, there are reserves for at least 10 days. Radiological images of the patients can be quickly transferred between hospitals in electronic environment. Radiological images and reports of the patients can be kept in electronic environment for years. ENDOCAM – Operating Room Register System: It is used as Mobile Register System in Acıbadem Hospital operation department. Fiber Infrastructure Projects: Fiber infrastructure is used in network communication infrastructure of the hospitals. Internet Authentication Systems Project: The configuration of systems, which can make identity authentication in wireless internet casts for the guests in hospitals, is being made. h) CCTV System: General areas, other than medical areas are monitored and recorded 24 hours by security unit with cameras and. Server Virtualization Project: 75 percent of physical servers are virtualized and electrical consumption is reduced and they occupy less space in system rooms by means of green information system infrastructure. I) Solar Energy System: In Adana and soonto-be opened Bodrum Hospitals, hot water is derived by solar panels. Patient records in all hospitals and laboratories are kept in a system, which can be accessed instantly, since 2000. Maintenance and management of technological medical equipments are performed in JCI (Joint Commission of International) quality standards. RIS/PACS System: Digital images, which are obtained in Acıbadem Hospitals’ imaging centers, are evaluated by the physicians through intranet by means of digital archiving, communication and radiological information management system (PACSRIS), and diagnosis and treatment of the patients start sooner. Infrastructure Information Technologies 57 Information Systems Information Systems Directorate conducts which has been developed on the application business processes and analysis, used by Acıbadem Healthcare Group. LABMED development, application assistance and Application covers Acıbadem Labmed Group, training processes of softwares/applications CELLULA Application covers Acıbadem of Acıbadem Healthcare Group and its Pathology Group, and LabVital Foodstuff affiliates. Laboratory Application covers all operational, financial and medical processes of Acıbadem Labvital Foodstuff Control Laboratories. In-room Digital Patient Screens: racking of the requests of patients are made through the digital screens in patient rooms, medical reports are viewed and electronic patient forms are filled out. CRM - Acıbadem Insurance: With this application, all marketing operations of the customers are managed with one common Patient Admission Revision Project: infrastructure by combining all customers of Optimization of all patient admission Acıbadem Healthcare Group and its affiliates processes, follow up of the documents in one context. required by institutions over the system and receiving of the data in SVS (National Health Infrastructure You are the Doctor Portal Application: A social networking portal, which gathers the members that can meet all health groups and subjects with health professionals, and in which each user can create his/her own personal health care record track. 58 Medical Coaching Application: A development system, which enables the presentation and follow up of medical coaching services over personal health data of the members, and Care Data Set) standards are carried out. Medical Sets In Acıbadem Healthcare Group Hospitals, open, laparascopic and endoscopic operations can be performed in all branches depending upon the type of the disease. Advanced technology devices and surgical sets are used in operation rooms. All kinds of surgical interventions are performed in all hospitals of the group; unlike other hospitals, organ transplantation operations are performed at International Hospital, brain tumor operations with Intra-operative MRI are performed at Acıbadem Kozyatağı Hospital, robotic surgery interventions are performed at Maslak, Bakırköy and Kadıköy Hospitals with da Vinci in urology, general surgery and gynecology fields. Aesculap and Storz surgical sets are mainly used in operations. surgery and Arthrex and Acufex for orthopedics are preferred in addition to mainly used brands. Medical sets Besides these two main brands, sets and tools of other specific brands are used in some specific branches depending upon the type of the operation. H. Geuder for eye operations, Codman, Elekta-Leksell and Brainlab for some operation types in brain surgery, Fehling in cardiovascular 59 60 Healthcare Support Services healthcare support services 61 ACIBADEM LABMED Turkey’s first accredited clinical laboratory The need for reference laboratory services for medical and industrial purposes brings forth Labmed, which is a reference laboratory model. With its modern and technological infrastructure, Labmed meets the laboratory requirements of Acıbadem and shares these services with the entire health care sector. In 2004, Acıbadem Healthcare Group has entered into an important partnership with Labmed Group (Labmed Dortmund GmbH), which has been operation in Germany for over 30 years, on “reference laboratory services”. Thus, the accredited laboratory service, which is usually provided from abroad for clinical researches, has begun to be offered in Turkey with Acıbadem Labmed. Acıbadem Labmed Clinical Laboratory has been granted “ISO 15189” Certificate, which has been given by “Deutsche Akkreditierungsstelle Chemie Gmbh” (DACH), for the first time in Turkey, and became the first clinical laboratory in Turkey, which is accredited and internationally recognized. Again, it has become the first laboratory in Turkey, which has been accredited by “Turkish Accreditation Institution” (TURKAK), in 2010. ACIBADEM PATOLOJİ Healthcare Support Services Another first in Turkey with the ‘Telepathology’ system 62 Acıbadem Central Pathology Laboratory, which has been opened in 2006, has reached to highest number in public and private sector by examining 77.000 cases in 2009. In order to meet the increasing demand, a second laboratory has been opened in Acıbadem Maslak Hospital in 2009. The laboratory in Altunizade, which offers service in Anatolian Side, and the laboratory in Maslak, which offers service in European Side are of equal strength to back up each other completely for a certain period of time. In all Acıbadem hospitals, there are also terminals, which perform pathology consultation (frozen section) for operations, macroscopic examination, bedside sample evaluation, hospital sample collection and transportation. Between central laboratories and terminals, which are connected to each other with telepathology system, physician-physician and physician-technician communication is performed at the highest level and the entire system can be worked in the same standards. A “telepathology” application in this level is still the first and only in Turkey. Pathology Laboratory cooperates with Acıbadem Labmed Clinical Laboratory and especially with Genetika Laboratory. This service enables “personal” or “targeted” treatment methods to be given to especially cancer patients. Telepathology System, which one of the ‘firsts’ of laboratory services of Acıbadem, enables all specialists in all hospitals to simultaneously evaluate the pathology results on video and audio. ACIBADEM STEM CELL LABORATORY and CORD BLOOD BANK Turkey’s highest capacity Cord Blood Bank In Acıbadem Stem Cell Laboratory and Cord Blood Bank, where all scientifically approved tissues can be kept, there are over 5000 tissues. Acıbadem Stem Cell Laboratory and Cord Blood Bank, which is rapidly developing storage and production laboratory, where researches that are prudential treatment methods are carried out. The laboratory has an infrastructure, where all scientifically approved tissues can be kept and all treatment-purpose cell procedures are conducted with GMP (Good Manufacturing Practice) standards. Cord Blood Bank is the most common example of Cell and tissue storage (banking) applications. Cord blood, which is one of the most valuable stem cell resources, is kept upon the request of the family, for the purpose of further demand. There are over 5000 samples in Acıbadem Stem Cell Laboratory and Cord Blood Bank, which works in accordance with legal regulations and with approval of Ministry of Health. With this aspect, it is the oldest Cord Blood Bank with highest capacity. In addition to cord blood, peripheral stem cells or bone marrow samples, which are collected for the patients treated in Acıbadem Healthcare Group, are freezestored until the time they will be used. In Acıbadem Stem Cell Laboratory and Cord Blood Bank, the cells, such as, chondrocyte, fibroblast and mesenchymal stem cells, can be produced by reproducing in cell culture environment in order to be used for the same patient (autologous-purposes). Following the completion of R&D works in this aspect, approval of work has been obtained from Ministry of Health in January 2011 and offered to Turkish Medicine. ACIBADEM GENETIKA Genetika offers diagnosis, conductive and protectivepurpose genetic diagnosis service for over 200 illnesses. With its equipment, experienced staff and highstandards, Genetika also offers genetic consultancy services for the physician and the patient Private Acıbadem Genetic Diseases Diagnosis Center is a part of Acıbadem Genetic Diagnosis Center, which is represented by Genetika brand. In this center, well-equipped and high-standard services are offered for the purpose of diagnosis and prevention of genetic diseases in humans. Among these services, there are genetic consultancy for doctors, genetic consultancy for patients, prenatal genetic diagnosis, postnatal genetic diagnosis, pre-implantation genetic diagnosis and genetic selection of embryos, cytogenetic and molecular genetics diagnosis tests. Diagnosis, conductive and protectivepurpose genetic diagnosis services are offered for over 200 illnesses, including infertility, abortion cases, beta thalassemia, cystic fibrosis, familial Mediterranean fever, fragile-x, Duchenne and Becker muscular dystrophy, Charcot-Marie-Tooth disease, spinocerebellar ataxias, hemophilia A, hemophilia B, myotonic dystrophy, thrombosis risk, spinal muscular atrophy, phenylketonuria, genetic breast and ovarian cancers, colon cancers, thyroid cancer and blood cancer. By means of pre-implantation genetic diagnosis, which is performed for the purpose of HLA consistency in thalassemia and blood cancer cases, many pregnancies have been carried out and ill siblings have been treated with stem cell treatment. Healthcare Support Services High standards in genetic diagnosis 63 ACIBADEM LABVITAL A significant brand in food safety In Labvital Food Laboratory, food and all food-related equipments are analyzed in accordance with international standards from production to consumption stages. In order to offer its food control and services with Acıbadem quality, Acıbadem Healthcare Group has established Acıbadem Labvital Food Control Laboratory in Ataşehir in 2009. Labvital, which has been permitted by T.R. Ministry of Agriculture and Rural Affairs, is another ring of high-quality laboratory service chain of Acıbadem Healthcare Group, which continuously grows and expands its service area. Our mission is to offer fast, accurate and high-quality service, to pioneer the application of new analysis, to serve as a model and provide high-quality service to our domestic and foreign customers with quality and accuracy assurance ensured by our internationally recognized certificates by following the scientific innovations and developments. Our vision is to become a reference laboratory, which is the symbol of reliability, preferred and recommended, recognized and trusted by other countries, with our high-standard service approach. Healthcare Support Services How does Labvital work? All services provided by Labvital are devoted to optimizing and developing products and services, and securing the quality. 64 • Labvital works with well-trained and qualified staff in all stages of food and foodrelated substances and equipments from production to consumption. Labvital, which works in physics, chemistry, microbiology, additive and residue, toxin, instrument laboratories with well-trained and qualified staff and advanced technology devices, performs all kinds of food analysis with internationally recognized methods. Labvital performs specifically defined and projected hygiene and sanitation auditing and observation for each area, including production, processing, passing, sold and consumed and provides training services for the staff working in those areas. • While providing these services, Labvital works by securing all information related to private or corporate persons and institutions, with a privacy statement by concealing, keeping secret and not sharing within the laboratory in terms of impartiality of its staff. ACIBADEM MOBILE HEALTH CARE SERVICES Brings health care to you, and takes you to health care Acıbadem Mobile Health Care Services offers its mobile health care services with Acıbadem Healthcare Group quality, which are integrated with its experienced and specialist staff. Acıbadem Mobile Health Care Services Medical Coaching Emergency Health Care Services • Intensive Care Equipped Ambulance • Air Ambulance Domiciliary Nursing Services • Long-Term Professional Nursing • Procedural Nursing • Domiciliary / Workplace Doctor, Domiciliary / Workplace Check-Up Permanent Sick Room Setups • Workplace Health Care Units • Worker’s Health Protective Services Mobile Medical Screening • Obligatory Medical Screening • CRM / Medical Truck and Medical Bus Health Care Organizations • Having Mobile Health Care Team • Mass Organization Health Care Management Tele-medicine • Remote Patient Tracking • Chronic Disease Management • Wellness Programs Healthcare Support Services Acıbadem Mobile Health Care Services INC., which has been established in July 2008, provides high-quality emergency and nonemergency health care services for prehospital and post-hospital periods. With over 300 employees, of whom 100 are physicians, and advanced technology equipment in mobile medicine technology, Acıbadem Mobile Health Care Services offer both private and corporate services as from 2010. In order to benefit from these services offered by Acıbadem Mobile Health Care, Mobile Health Care Line can be called 24/7 by dialing 444 9 724 and assistance can be received from health care personnel. With this assistance, services, such as Ambulance, Medical coaching, Domiciliary Examination/Physiotherapy, Domiciliary Injection, Domiciliary Medical Dressing, Domiciliary Laboratory, Domiciliary Disease Tracking, Domiciliary tracking of Weight and Blood Value by Dieticians and other specialists in related branches and Domiciliary Check-Up services can be received in a short period of time and with high-quality. 65 INSTITUTIONS THAT OFFER SERVICE UNDER THE SAME BRAND ACIBADEM INSURANCE Indispensable part of health care system Acıbadem Health and Life Insurance INC. has been established in 2004 to adapt the success and the experiences that Acıbadem Healthcare Group has acquired in health sector to insurance sector. From that day on, the company maintains its activities in life and personal accident insurance branches. Acıbadem Health and Life Insurance INC. has become more powerful with 50 percent partnership of Abraaj Group in 2007. Acıbadem Insurance, which has increased its paid-in capital 5 times since 2004, aims to develop the market as to provide solutions to different, major populations with its strong financial structure. Acıbadem Insurance Acıbadem Insurance’s Head Office is located in Küçükyalı; it keeps growing with its Eastern Marmara, Aegean, Central Anatolia and Southern Anatolia District Offices, Kozyatağı Branch Office, 215 employees and 239 agencies, in order to increase its service speed and quality. In line with this objective, a transformation period has begun in the second half of year 2010, where all products and business processes were being restructured. Today, Acıbadem Insurance is the primary choice of corporate customers, due to its “corporate productivity” approach that supports the optimization of health care expenses, its quick decision-making and implementation ability, ability to provide private service to VIP customers and ability to present the price advantage that it provides by means of its manner of work. With its transparent and measurable working manner and people-oriented insurance insight, Acıbadem Insurance maintains its operations in order to accomplish “Becoming a value creating, leader and market determinant company” vision. 66 ACIBADEM INSURANCE PRODUCT RANGE Acıbadem Insurance provides solutions for different masses, with insurance types developed in line with the requirements. HEALTH INSURANCE PRODUCTS Acıbadem 3A Acıbadem 2A Acıbadem PRIVATE Acıbadem EMERGENCY Acıbadem SOS Acıbadem TRAVEL EXTREME SPORTS INSURANCE PRODUCTS Practical Health Insurance Acıbadem FormA Acıbadem Parapant Acıbadem Pruva Acıbadem BMS Acıbadem ScubA LIFE AND RISK INSURANCE PRODUCTS Acıbadem Career Acıbadem Savings Acıbadem School / Acıbadem Credit Acıbadem Future Acıbadem Inheritance Acıbadem Accident FOR CORPORATE INSURANCE HOLDERS DoctorA; A “Corporate Health Care Management Program”, which has been developed in cooperation with background knowledge of Acıbadem Healthcare Group and Acıbadem Insurance. ACIBADEM PROJECT MANAGEMENT ‘Turn-key’ services for major investments Acıbadem Project Management, which embodies planning, implementation, control and consultancy services, offers ‘turn-key’ services for major investments, such as hospitals, and turns these investments into success. Services offered by APM: Investment Planning Process Services • Determination of Investor’s Expectations • Strategic Site Selection • Preparation of Feasibility Report • Preparation of Pre-Budget • Fulfillment of Master Business Program Designing Process Services • Determination of Design Criteria and Architectural Requirement Program • Determination of Design Teams and Private Consultants • Functional Planning and Concept Projects • Material Selection • Drawing of Implementation Projects • Legal Permission Consultancy • Exploration and Footage Works • Preparation of Technical Specification Building (Construction) Process Services • Document Management • Construction Site Utilization Planning • Preparation of Construction Management Plan • Time Management • Quality Auditing / Management • Cost Control / Management • Conducting of Agreements • Temporary Acceptance / Final Acceptance Operational Process Services • Know - How Transfer / Consultancy • Facility Management • Preparation of Emergency Scenarios Acıbadem Project Management Acıbadem Project Management offers all of the planning, implementation, control and consultancy services in project management, which is a major problem in Turkey, with its expert team and domestic-international solution partners. It offers ‘turn-key’ service for investors, who would like to sturdily actualize their major investments, such as hospitals. Acıbadem Project Management, which has started with conducting all planning, implementation, medical allocation and project financing operations of all investments of Acıbadem Healthcare Group, now continues as an independent company. Along with physical growth of Acıbadem Healthcare Group, Acıbadem Project Management has undertaken the planning and supplying of medical equipments and apart from in-group services, it also offers service to domestic and international health care investors for design and project management implementations of social responsibility projects. 67 APLUS HOSPITAL AND HOTEL SERVICES The brand that brings different services under the same roof from catering to cleaning APlus Hospital and Hotel Services, which has been established in 2006, offers health sector-oriented food-catering, cleaning, laundry, facility management and human resources services. APlus, which has been organized considering “Hospital is a hotel, in which health care services are provided” principle, gathers the requirements of health institutions, such as catering, hygiene and transportation, under one single roof. APlus Hospital and Hotel Services Services that make a difference in catering APlus is known as one of the pioneers of cook & chill industrial catering production sector. Cook & chill catering is based on storing the foods by reducing their temperature down to 0-4°C within a short period of time (90120 mins.) by using European Gastronomy technology and then heating once and for all at the service point. 68 Cleaning and Hygiene APlus, which owns one of the largest hygienic laundry rooms in Turkey, offers hygienic washing, standard washing and dry cleaning services in its facilities with 21 tons of washing capacity per day. APlus, which works with “Healthguard” system that is implemented in health sector in European Union, offers wellrounded cleaning and disinfection services that minimize the cross-contamination risk, which have been developed for health care institutions. APlus standards; • ISO 9001 (Quality Management System) • ISO 22000 (Food Safety Quality Management System) • OHSAS 18001 (Occupational Health and Safety) • RAL - GZ 992 (Professional Fabric Maintenance Quality and Test Specifications) 69 70 Healthcare and Education Foundation social responsibility Acıbadem healthcare and education foundation 71 ACIBADEM UNIVERSITY When it comes to healthcare, knowledge and background is everything Acıbadem University, which has been established in May 18, 2007 by Acıbadem Healthcare and Education Foundation, is the first University in Turkey, which has been established by a health group. With this university, the group aims to carry its knowledge to academic environment. Acıbadem University is a foundation university with highest scholarship rate. University Acıbadem Healthcare and Education Foundation has been established in May 28, 2002, for the purposes of increasing educational level, establishing and operating universities, specialization academies, hospitals, health care facilities and specialty institutes. In order to train qualified health care personnel, to contribute education with in-kind and financial aids to students, to do researches that will enable more productive service, to create and carry out projects, Acıbadem University has been established in May 18, 2007 by the Foundation. Acıbadem University, which has started student admissions in 2008-2009 academic year, has accomplished to meet the quota 100 percent by admitting students in Faculty of Medicine, Faculty of Medical Sciences and Health 72 Care Services Vocational High School. The number of students in Acıbadem University has reached 633 in 2010-2011 academic year. Acıbadem University has an academic staff that embraces academic members, who are nationally and internationally recognized. With average of 2.3 students per academic member, Acıbadem University has made a difference in education quality. The vision of Acıbadem University is to become an academic institution, which has high level of excellence in education, culturally and socially well-equipped, which raises individuals with ethical values, keeps the free thought alive with modern, innovator, and leading practices, Kemalist, which sets a model in Turkey and which is viewed as reference in the world. One of the most important advantages that Acıbadem University, which aims to raise individuals with high levels of knowledge, dedicated, inquisitive, prone to academic studies, who can efficiently use technology, produce science and innovative, provide to students is the opportunity to work within the body of Acıbadem Healthcare Group after graduation. ACADEMIC UNITS OF ACIBADEM UNIVERSITY • Faculty of Medicine • Faculty of Medical Sciences • Faculty of Engineering • Faculty of Economics and Administrative Sciences • Faculty of Science and Letters • Faculty of Communication Arts • Health Care Services Vocational High School • Vocational High School • Institute of Medical Sciences • Institute of Science • Institute of Social Sciences Besides these faculties, education has been commenced in seven associate degree programs of Health Care Services Vocational High School, with Faculty of Medicine, Faculty of Medical Sciences, Physiotherapy and Rehabilitation, Nursing and Health Management Departments. When the construction of the campus is completed, the other units will begin student admissions. In Acıbadem University, only the Institute of Medical Sciences admits post graduate students. Other institutes will begin post graduate student admissions in the following academic years. Acıbadem University also carries out certificate programs by Continuous Training and Development Center. University Acıbadem University provides education temporarily in Maltepe Campus. The university will move out to Ataşehir Campus in 20112012 academic year, and the construction continues at full stream. In Acıbadem University, where the students in need are aimed to receive education with scholarship, 247 students receive education on 100 percent scholarship. In addition to LYS scholarships, 43 percent of the students receive free education with Kerem Aydınlar Foundation scholarship. With these scholarship percentages, Acıbadem University takes its place among the foundation universities with highest scholarship rates. 73 74 Investment Investments 75 2010 INVESTMENTS ACIBADEM FULYA HOSPITAL Acıbadem Fulya Hospital, which is located in Beşiktas Fulya, one of the ‘most central’ districts of İstanbul, completes the structure of the group in İstanbul. The hospital was established in Süleyman Seba Trade Center in 22.000 m2 of area, and since it is located in downtown, it has the advantage of accessibility. athletes’ health care. In this hospital, it is planned to create specific exercise programs for cardiac patients. In Turkey’s most advanced Breast Health Center, which is located in Acıbadem Fulya Hospital, most impressive clinical applications are performed from high resolution breast imaging to 4D imaging. Services that make difference Acıbadem Fulya Hospital offers services that make difference especially in athletes’ health care, orthopedics, physiotherapy and traumatology fields. With these features, the hospital is candidate for being the only one in Turkey and among the best reference center of the world. In this hospital, which is the only one in Turkey that branches out in treatment of sport injuries and athletes’ health, there are special units for amateur and professional Advanced medical technology State-of-the-art devices are used in this hospital. There are 1.5 Tesla MRI, which is defined as “half-open”, and which is more comfortable for claustrophobic and obese patients; state-of-the-art digital mammography, which is considered the best image quality in Turkey; new generation ultrasonography devices and digital panoramic x-ray. ACIBADEM ESKİŞEHİR HOSPITAL Investment Acıbadem Eskişehir Hospital offers service in all branches of medicine, and especially draws attention with exceptional service in cardiology, cardiovascular surgery, oncology, general surgery, gynecology, orthopedics and pediatrics. The hospital, which has the facility to respond emergency patients with its heliport that has been designed for air ambulance landing, has 20.000 m2 of indoor area. The hospital, which has 5 operation rooms, 1 delivery room, 1 infant care room, operates with smart building system that can be controlled from one thousand different points. 76 Services that make difference In the hospital, which works with a perspective that considers different needs of different patient groups, there are many different services from Menopause Clinic to Blepharoplasty Center, from Cephalalgia and Balance Center to Growth and Adolescence Center. Among the innovations within the body of the hospital, there is patient-oriented service by architectural comfort, “smart building feature” that can be controlled from one thousand points and minimizing infection risk by Close Air-conditioning System. Advanced medical technology By means of the Cerebral system, which provides fast treatment process with instant electronic information flow, medical information is checked with electronic information network. Thus, Acıbadem Eskişehir becomes a ‘paperless hospital’. 2012 INVESTMENTS ACIBADEM ANKARA HOSPITAL Acıbadem Healthcare Group continues the construction works of Acıbadem Ankara Hospital, which is located in Oran, one of the most central districts of Ankara. The hospital, which will be established to bring Acıbadem quality to Ankara, is planned to be built on 10.000 m2 of area. The hospital, which is planned to offer service in all branches of medicine with modern methods, will be put into service with an advanced infrastructure. As is in all Acıbadem Hospitals, Acıbadem Ankara Hospital will offer service with advanced technological applications within the frame of patient-oriented working notion, and comfortable environments will be created for patients and patient relatives. ACIBADEM BODRUM HOSPITAL Thus, the citizens of metropolitan cities will be receiving the health care service that they are used to in Acıbadem Bodrum Hospital with its medical services offered in all branches in 12.000 m2 of indoor area, the hospital will bring Acıbadem quality to Bodrum. Investment Bodrum, which is one of the most prominent vacation spots in Turkey, will be hosting the opening of Acıbadem Bodrum Hospital in 2012. The hospital, which will be offering service for local residents, for many foreign citizens, who live in Bodrum, and for foreign tourists, will be offering first class service to the patients. 77 78 Accomplishments and Quality accomplishments and quality 79 ACCOMPLISHMENTS and AWARDS Acıbadem has become the “Super Brand” The results of Turkey for Superbrands List, which is active in 86 countries and which has been applied globally since 1993, has been announced. According to 2010 results of Superbrands List, which has been performed biennially since 2005 in Turkey, Acıbadem Healthcare Group has become the “Super Brand”. TBMM Outstanding Service Award Acıbadem Healthcare Group Board Chairman Mehmet Ali Aydınlar has been deemed worthy of TBMM 2010 Outstanding Service Award, which is given in order to reward the individuals, who renders outstanding service in national and international level and who serves for the state and the nation and helps the presentation of Turkey. Sportsman of the Year 21st Conventional Sportsman of the Year Awards of Zaman Newspaper has been granted in 2011. Acıbadem Healthcare Group Board Chairman Mehmet Ali Aydınlar has been deemed worthy of “Sportsman of the Year” award, and Fenerbahce Acıbadem Women’s Volleyball team has been deemed worthy of “Team of the Year” award. Milliyet Sportsman of the Year Honorary Award Conventional “Milliyet Sportsman of the Year” Awards has been granted for 57th time with popular vote in 2010. Fenerbahce Acıbadem Women’s Volleyball Team has been deemed worthy of Namik Sevik Service Award, Mehmet Ali Aydınlar has been deemed worthy of Namik Sevik honorary and gratitude award. Acıbadem has been elected as the “fastest fish” of Turkey Acıbadem has received the “Fast Fish” award in 2006, which has been granted by Referans Newspaper by considering facts, such as profitability, growth, employment, productivity, export and innovations. “Male Entrepreneur of the Year” According to “Business People of the Year in Economics in 2006” survey results, which has been arranged by Ekonomist Magazine, Acıbadem Healthcare Group Board Chairman Mehmet Ali Aydınlar has been elected as “Male Entrepreneur of the Year”. Accomplishments and Quality “Businessman of the Year” 80 Mehmet Ali Aydınlar has been elected as “Businessman of the Year” in Businessmen of the Year award ceremony organized together by İstanbul University Faculty of Management and Dunya Newspaper in 2006. Winners Awarded their Hastane (Hospital) Magazine Healthcare Management Awards “Hastane Magazine Healthcare Management Awards” are organized with the creed that employees’ individual efforts have a great importance in the development of the healthcare sector and with the purpose of honouring and encouraging successful healthcare managers who are recognized in their field with their successful practices. Mr. Mehmet Ali Aydınlar, the Chairman of the Board of Acıbadem Healthcare Group, received an Honorary Award and Mr. Hüseyin Çelik, Hospital Director, Acıbadem Adana Hospital received the Hospital Management Award. 32nd Most Valuable Brand of Turkey: Acıbadem Acıbadem Healthcare Group has gone up to 32nd row among 100 companies in ‘Turkey’s most Valuable Brands Survey’, which has been prepared by Capital in 2010. Acıbadem is on “The Best 100 Turkish Companies” List of Forbes In “The Best 100 Turkish Companies” Research of Forbes, which has been prepared in accordance with market value, total assets, net sales and net profit of annual statements of Turkish public companies, Acıbadem Healthcare Group had 81st place. Acıbadem is on “500 Major Private Companies of Turkey” list Acıbadem Healthcare Group had 199th place in “Turkey’s 500 Major Private Companies” Survey of Capital in companies in biggest endorsement category in 2009. Acıbadem Health Group also had 14th place in “Turkey’s 500 Major Private Companies” Survey of Capital in companies that generate most employment category. 2007 Customer Friendly Golden Quality Award In 9th Customer Friendly Golden Quality Summit, Acıbadem has been awarded with “Customer Friendly Golden Quality Award” in Medicine-Health Institution-Life Products category. The Person Who Voluntarily Contributed Most to Health Sector Award Acıbadem Healthcare Group Board Chairman Mehmet Ali Aydınlar has been deemed worthy of “The Person Who Voluntarily Contributed Most to Health Sector” Award in “Social Responsibility in Health Sector Awards” organized by Health Volunteers Association. The First Health Care Institution that Comes to Consumer’s Mind Kariyer.net 9th Respect Awards Due to the fact that Acıbadem Healthcare Group has high levels of respond rate of applications for job advertisements, “Employment Department” has been deemed worthy of “Respect Awards” by kariyer.net. The Most Known Brand: Acıbadem In ‘Brands Survey’ which has been organized by Nielsen Research Company for 16 years, Acıbadem has been identified as ‘the first private hospital that comes to mind’ in all categories by the consumers. In private hospital category, only Acıbadem Healthcare Group takes place with 10.8 percent of ‘indication rate’. Accomplishments and Quality ANKA Consultancy Group has conducted survey with 10.035 people. “The First Brands that come to Consumer’s Mind” have been identified. “The First Health Care Institution that Comes to Consumer’s Mind” is Acıbadem. 81 QUALITY MANAGEMENT Certificates and Quality Certificates Accomplishments and Quality Joint Commission International Accreditation 82 Joint Commission International (JCI) Accreditation, which is internationally wellaccepted and recognized evaluation model, is generally evaluated independently, by an institution independent from the government in order to determine whether health care organizations meet a series of standard requirements designed to increase health care quality. After JCI, which constitutes international branch of JCAHO, which is the biggest accreditor and which accredits around 20.000 health care institutions in USA, has developed international standards, today; approximately 350 hospitals in 43 countries have JCI accreditation. Hospital accreditation program, which is also owned by Acıbadem Healthcare Group and which has been initiated in 1999, has been designed to evaluate all functions of the hospitals including outpatient services and clinical laboratories and it applies the same for all hospitals. JCI standards have been collected under 13 main titles as patient-oriented and organization-oriented. Patient-Oriented Standards 1. Access to and Continuation of Health Care 2. Rights of Patients and Patient Relatives 3. Patient Evaluation 4. Patient Nursing 5. Anesthesia and Surgical Nursing 6. Medicine Management and Use 7. Patient and Patient Relative Training Organization-Oriented Standards 8. Quality Optimization and Patient Safety 9. Prevention and Control of Infections 10. Governance, Leadership and Orientation 11. Facility Management and Security 12. Quality and Education of the Employees 13. Communication and Information Management With the inspection carried out by JCI for the first time in January 31 – February 5 2005, Acıbadem Healthcare Group has been accredited with Acıbadem Bakırköy, Kadıköy, Kozyatağı Hospitals; Bağdat Caddesi Medical Center, Etiler Medical Center, Soyak Polyclinic and Central Laboratory. Acıbadem Bakırköy Hospital and Beylikdüzü Surgical Medical Center have qualified to be accredited again with inspections carried out in March 25-28 2008; Acıbadem Kadıköy Hospital, Etiler Medical center and Göktürk Medical Center have qualified to be accredited again with inspections carried out in March 30 – April 3 2008; Acıbadem Kozyatağı Hospital and Bağdat Caddesi Medical Center have qualified to be accredited again with inspections carried out in April 7-10 2008. Acıbadem Bursa Hospital has been accredited by JCI in June 30-July 4 2008; International Hospital and International Etiler Medical Center have been accredited by JCI in July 7-10 2008; Acıbadem Kocaeli Hospital has been accredited by JCI in July 14-16 2008. Acıbadem Adana Hospital has been accredited in September 20-24 2010; Acıbadem Maslak Hospital has been accredited in September 27-October 1 2010. Acıbadem Healthcare Group works in order to provide safe and highquality health care to the patients. With the services offered, the group uses Joint Commission International (JCI) Accreditation, ISO 9001 Quality Management System, EFQM Excellence Model, Laboratory Accreditations and Nuclear Medicine European Accreditations with regard to quality optimization in management processes and patient safety All units of Acıbadem Labmed, which offers clinical laboratory services, have been accredited by DACH (Deutsche Akkreditierungsstelle Chemie) in accordance with TS EN ISO/IEC 15189 Medical Laboratories – Specific Conditions for Quality and Competence standard in October 20, 2005. The scope of accreditation includes biochemistry, hematology, immunology, microbiology and molecular biology. The accreditation inspection of Acıbadem Labmed has been completed in August 2010 by TURKAK (Turkish Accreditation Agency) and the accreditation certificate has been renewed. In November 2010, Acıbadem Labvital Laboratory has been accredited in accordance with General Conditions standard of TS EN ISO/IEC 17025 Competence of Experiment and Calibration Laboratories. Acıbadem Labcell Cell Laboratory and Cord Blood Banking has been designed and built in accordance with the conditions of cGMP (current Good Manufacturing Practice), which is the highest international standard in cell and gene treatments. This is the only center in Eastern Europe and Middle East, which is still in the process of JACIE accreditation. cGMP is a standard, which ensures medicine production in suitable conditions. JACIE is an accreditation agency for cell treatments and bone marrow transfers in Europe. ISO 9001 Quality Management System Central Sterilization Units of Acıbadem Kadıköy and Acıbadem Bakırköy Hospitals have received ISO 9001 Quality Management System certificate for the first time in August 15, 2003 at the end of the inspections conducted by SGS. With the new hospitals opened, Central Sterilization Units of Acıbadem Kozyatağı in 2005, of Acıbadem Bursa in 2006, of Acıbadem Kocaeli Hospital and Beylikdüzü Surgical Medical Center in 2007 and of International Hospital in 2008 have been included in this certificate. In 2009, Acıbadem Kayseri and Acıbadem Adana, Acıbadem Maslak Hospital and Acıbadem Ataşehir Surgical Medical Center have been included in this certificate. EFQM (European Foundation For Quality Management) Excellence Model The excellence journey of Acıbadem Healthcare Group has started with its membership to Kalder and EFQM (European Foundation For Quality Management) in 2002. The “Excellence Model”, which has been developed by EFQM, is a model, which helps the institutions for developing their management systems by measuring their improvements in excellence. At the end of the field visit by KalDer following the first self-evaluation in March 2003, Acıbadem Healthcare Group has gained the right to receive (EFQM) “Determination in Excellence” certificate in January 12, 2004. The reason of existence of EFQM, which resembles to some well-regarded awards, such as Deming in Japan and Malcolm Balridge in USA, is to ensure the establishment of sustainable excellence culture. European Nuclear Medicine Accreditation Nuclear Medicine Centers in Europe are accredited by European Board of Nuclear Medicine-EBNM of European Union of Medical Specialists-UEMS. 11 out of 60 accredited Nuclear Medicine Centers In Europe, which have been started to be accredited in 2003, are in Turkey and 5 of these are Acıbadem Kadıköy Hospital, Acıbadem Bakırköy Hospital, Acıbadem Kozyatağı Hospital, Acıbadem bursa Hospital and International Hospital Nuclear Medicine Departments. Nuclear Medicine Departments of Acıbadem Healthcare Group also have ISO 9001 Quality Management System certificate since April 2006. Accomplishments and Quality Laboratory Accreditations 83 Fenerbahce Acıbadem Women’s Volleyball Team Health of Turkish Sport Turkish Football Federation Turkish Basketball Federation Turkish Volleyball Federation 84 Beşiktaş GC Fenerbahçe SC Eskişehir SC Bursaspor Çaykur Rizespor Kayserispor Sivasspor Tofaş SAS SC Banvit Basketball Club İpek Şenoğlu Marsel İlhan Hazal Sarıkaya health of Turkish sport entrusted to us 85 86 Health of Turkish Sport The Team that Breaks All the Records Health of Turkish Sport FIVB World Clup Championship Winner (2010/2011) Third Place in CEV European Cup (2008/2009) Second Place in CEV European Champions League (2009/2010) Third Place in CEV European Champions League (2010/2011) Turkey Cup Champion (2009/2010) Turkey Super Cup Winner (2008/2009, 2009/2010) Turkey Women’s Volleyball 1. League Champion (2008/2009, 2009/2010, 2010/2011) 87 Health of Turkish Sport 88 Turkish Football Federation Health of Turkish Sport Turkish Basketball Federation 89 Turkish Volleyball Federation Fenerbahçe SC Health of Turkish Sport Beşiktaş GC 90 Bursaspor Kayserispor Eskişehir SC Sivasspor Other Clubs Marsel İlhan İpek Şenoğlu Individual Sports In addition to teams, Acıbadem also supports individual athletes such as tennis players İpek Şenoğlu and Marsel İlhan and swimmer Hazal Sarıkaya. Health of Turkish Sport Acıbadem is the healthcare sponsor of other teams such as Çaykur Rize Spor, Tofaş Basketball Club and Banvit Basketball Club as well. 91 92 Development development TURKISH HEALTH SECTOR and ACIBADEM Even though health care services in countries, where social state consciousness is strong, are considered as inseparable part of fundamental civil rights, the fact that health care services are offered by private sector in the countries, where these concepts are efficaciously in practice, shows that private sector goes hand in hand with public sector for many fundamental rights in this sense. The main difference of health care services offered by private sector is the ability to make quick decisions for using the resources efficiently. Another feature is that unlike public hospitals, people are able to find out methods that facilitate access to services that cannot be obtained by high-quality service, advanced technology and individual resources in private hospitals. While, the fact that the utmost point in technological advancements and service delivery in health care sector has been brought to our country and brought significant background information to the health care personnel, this acquisition in health care has been increasing by providing these services to our people with equal and accessible quality. As it is well known by the public, Acıbadem Healthcare Group (ASG) is known as a group, which complies with international accreditation rules, as well as health care legislation, which meets advanced technology with our people and health care personnel, and thus, which produces bilateral high value added service in health care system. Capacities and Utilization of Hospitals in Turkey 1. N umber of Hospitals: The total number of hospitals, which was 1.155 in 2002, has reached 1.389 in 2009 with average of 2.7% annual growth rate. Within the same period, the number of private hospitals went up from 270 to 450, with average of 7.6% annual growth rate. The average annual growth rate of hospitals affiliated to Ministry of Health, universities and other institutions was 1%. Development Number of Hospitals 94 2008 834 2002 774 0 200 400 Source: Ministry of Health – 2009 59 600 MH 450 50 270 800 1.000 UNIVERSITY 46 61 1.200 PRIVATE 1.400 OTHER 2. Bed Capacity: In parallel with the increase in number of hospitals, the average annual growth rate in total number of beds has reached 2.8% from 2002 to 2009. Within the same period, the average annual growth rate in bed capacity of private hospitals was 9.6%. Bed Capacity – Thousand Beds 2009 122 2002 30 103 0 20 40 60 80 Source: Ministry df Health – 2009 27 13 100 120 140 MH UNIVERSITY 25 18 19 160 180 PRIVATE 200 OTHER 3. Total Number of Patients: It can be seen that from 2002 to 2009, the total number of patients has approximately increased 2.4 times and the private hospitals have contributed this increase year after year. Total Number of Patients – Million People 2009 228 2002 110 0 19 48 96 50 100 150 200 MH Source: Ministry df Health – 2009 250 UNIVERSITY 300 PRIVATE While the private hospitals in Turkey had 4.8% of share in 2002 in total number of patients (throughout the entire hospitals), this share has increased up to 16.2% in 2009. When the number of inpatients is analyzed, while the private hospitals had 10% of share in 2002, this percentage went up to 25.3% in 2009. 2009 5.935 1.463 Development Number of Inpatients – Thousand People 2.504 95 2002 0 4.170 1.000 2.000 3.000 782 556 4.000 Source: Ministry df Health – 2009 5.000 6.000 7.000 MH 8.000 9.000 UNIVERSITY 10.000 PRIVATE ACIBADEM HEALTHCARE GROUP IS IN THE LEADING POSITION IN HEALTH CARE SECTOR 1. Bed Capacity The increase in bed capacities of private hospitals in Turkey has reached to 9.6% with average annual growth rate between 2002 and 2009. Number of Beds (Turkey) – Thousand YOBO* %9.6 30 25 25 20 15 10 13 5 0 2002 2009 Source: Ministry of Health – 2009 * Average Annual Growth Rate Number of Beds – Acıbadem YOBO* %17.4 1.000 900 860 Development 800 96 700 600 500 400 300 200 280 100 0 2002 Source: Acıbadem Healthcare Group * Average Annual Growth Rate 2009 2. Number of Patients: Increase in the number of patients from 2002 to 2009 While the total number of patients in the hospitals throughout Turkey was 124 million people in 2002, this number went up to 295 million people in 2009 with average of 13.2% annual growth rate. Total Number of Patients (Turkey) – Million People YOBO* %13.2 295 124 2002 2009 Source: Ministry of Health – 2009 * Average Annual Growth Rate Acıbadem Healthcare Group has achieved average of 22.4% annual growth rate by increasing the total number of patients from 500.000 to 2.060.000 from 2002 to 2009. When key performance indicators of Acıbadem Healthcare Group have been analyzed, it can be seen that the growth potential from the previous years have continued. The Group will remain in the leading position in health care sector, which keeps growing each day. Total Number of Patients (Acıbadem) – Thousand People YOBO* %22.4 2.250 2.000 2.060 1.000 Development 1.750 750 97 1.500 1.250 500 250 0 500 2002 Source: Acıbadem Healthcare Group * Average Annual Growth Rate 2009 General Assembly and Financial Reports 98 100 Agenda of Ordinary General Assembly 102 Compliance with Corporate Governance Principles 114 Financial Reports 187 Summary of Auditor’s Report General assembly and financial reports AGENDA OF ORDINARY GENERAL ASSEMBLY 2010 Agenda for the Acıbadem Sağlık Hizmetleri ve Ticaret A.Ş. Ordinary General Assembly held on 29.07.2011 for the year 2010 1. Opening, the appointment of the presiding officers and their authorization to sign the minutes of the meeting. 2. Reading and discussion of the Board of Directors Annual Report, Auditor`s Report and Independent Audit Report for 2010, 3. Reading, discussion and approval of the Balance Sheet and Statement of Profit and Loss for the year 2010, 4. Reading of the Board of Directors’ proposal regarding profit distribution, discussion and approval of the same, 5. Disclosure of the profit distribution policy in line with Corporate Governance Principles of the Company, 6. Approval of merger agreement and merger financial statements signed between our Company and our subsidiary Acıbadem Kayseri Hastanesi A.Ş. within the related laws and regulations, 7. Presentation to the shareholders of the donations, including those made during the year, for approval, 8. Approval of the Independent Audit Company “Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.” appointed by the Board of Directors, 9. Informing shareholders on Collaterals, Pledges and Mortgages (CPM) given in favor of 3rd parties as well as revenues and benefits obtained as per Capital Market Board Resolution numbered 28 / 780 and dated Agenda of General Assembly 09.09.2009; 100 10. Exonoration of the Members of Board of Directors and Auditors for the year 2010, 11. Election of the Members of the Board of Directors and determination of their salaries, 12. Election of Auditors and determination of their salaries, 13. Authorizing the Members of the Board of Directors to act in matters relating to Articles 334 and 335 of Turkish Commercial Code, 14. Wishes and requests. The annual report prepared has been drafted in accordance with the communiqués issued by the Capital Market Board and EFQM Excellence Model. HIGHLIGHTS Acıbadem Financial Highlights (TL)* 2010 2009 Total Assets 769.595.056 704.206.111 564.977.007 2008 Fixed Assets 530.130.533 511.403.155 434.367.912 Depreciation and Retirement Pay Provisions 75.335.841 59.760.417 39.991.174 Share Capital 100.000.000 100.000.000 100.000.000 Shareholders’ Equity 131.323.682 128.800.332 117.262.036 Net Sales 731.582.530 558.832.776 427.995.411 Net Period Profit 10.168.423 15.788.967 -37.018.173 EBITDA** 137.374.40783.047.63366.768.773 Acıbadem Operational Highlights 2009 Number of Outpatients 2008 2007 1.632.354 1.374.484 1.397.306 Number of Inpatients 70.547 52.362 55.426 Number of Surgical Cases 50.000 39.000 44.404 Number of Deliveries 4.000 3.500 3.163 * Based on Consolidated Amounts in Accordance with SPK Regulations Numbered XI, 29. ** Earnings before Interest Tax Depreciation and Amortization In 2010, Acıbadem Healthcare Group’s revenue has increased by 31% and reached to approximately 732 million TL (488 million US Dollars) in total. Although new hospitals operates with low capacity in the first periods, Earning Before Interest Depreciation and Amortization (EBITDA) has increased by 65% and reached to 137 million TL (91 million US Dollars). The last five years consolidated audited financial information of the group is as follows. The profit margins are (MIO TL) 20102009 2008 20072006 Net Sales 731,6558,8 428,0 394,0334,1 Cost of Services Rendered 589,7 356,1 331,5 273,2 Gross Profit 141,9 80,3 71,8 62,4 60,9 Gross Profit Margin 19% 14% 17% 16% 18% Net Operating Profit 10,2 23,3 26,7 21,5 21,2 Operating Profit Margin 1,4% 4,2% 6,3% 5,5% 6% 478,6 EBITDA 137,483,0 66,7 59,2 54,0 EBITDA Margin 19%15% 16% 15%16% Highlight expected to increase as a result of the increased capacity of new branches. 101 Compliance with Corp. Governance prim. Corporate Governance Principles Compliance Statement 102 Corporate Governance Principles have been grow and sustain growth under the increasingly established to assist OECD and non-OECD countries competitive conditions brought about by globalization; in assessing and developing the legislative, corporate our company has restructured its management and regulatory framework relating to corporate organization to conduct the necessary harmonization governance in their countries. It further aims to and implementation work on a national and pioneer and make recommendations to stock international scale. exchanges, investors, companies and other institutions At the same time, as a result of all the reorganization which play a role in the development process of good work, there has been a transition from a central corporate governance. These principles are focused structure to a profit/loss focused structure by on those companies whose shares are traded on the enterprise. This was also conducted in order securities exchange. for the notion of performance management to Although it is not binding, the Corporate Governance become widespread on an organizational scale and Principles published in our country by the Capital the creation of enhanced career options for the Markets Committee aims for companies to re- employees. examine their own corporate governance principles The hospitals have been transformed into enterprises and implement those principles. It consists of four of independent operations with common standard main sections under the headings of share owners, implementations and their Hospital Directorate offices public disclosure and transparency, shareholders and report to the General Manager of Acibadem Health the board. Group. This structuring allows for hospital directors In a world where integration is on the rise due to the to make faster decisions and also strengthens the high mobility of capital, companies cannot afford to central support functions and standards. ignore investors’ expectations for more harmonized With the reinforcement of corporate culture, central corporate governance practices. The reinforcement approach and standards, Acibadem Health Group has of investors’ trust in the companies and securities delegated the responsibility of local administration markets of a country is of utmost significance both and performance responsibility to the hospitals in terms of the long term competitive skills of the themselves. Apart from the re-examination and companies and in terms of the strength of the national improvement of the decision taking mechanisms in the economy. organization, the identification of group strategies by Our company is totally committed to its ongoing work medical branch and performance monitoring are also on Corporate Governance Principles, monitoring included in the objectives of the organization work. the developments, implementing the principles in Capital Market and Corporate Governance Directorate question, re-examining the practices in the light of which is connected to Chairman of Board has been changing circumstances and revising as necessary. established in 2008. The mission of Capital Market There has arisen no conflict of interest in our company and Corporate Governance Directorate is to track from non-compliance with the corporate governance compliance of corporate governance principles, to principles. attend to enhancing exercises, making proposals to Within this framework, in order to be able to the Board and confirm the application of principles. Section I - Shareholders 1.1. Shareholders Relations Department The exercise of shareholders rights is based on the and measures are taken to ensure the exercise of related laws and regulations, the main articles of such rights. association and other internal company regulations Investor Relations Directorate has been established with the aim of overseeing shareholder relations and • Supervision and surveillance of all issues concerning providing right to information. public disclosure, including the related legislation and • Keeping proper, secure and up-to-date records of information policy of the company. shareholders, 36,18% of our shares are quoted in stock exchange. • Responding to the shareholders’ written queries Abraaj Capital Limited, a private equity company for information regarding the company, excluding the from Dubai, has purchased nearly 46% of trade and undisclosed information that is confidential and trade non-trade shares of our company whereby Almond secret, Holding A.Ş in 2008. The portion of the shares of • Ensuring that the general shareholder meeting Mehmet Ali Aydınlar and Hatice Seher Aydınlar is also is conducted in accordance with the legislation, the 46% whereby Almond Holding A.Ş. The owners of rest corporate statute and other in-house regulations, shares, 8%, are real person investors. Representing • Preparing the documents to be used by the Abraaj Capital, a member of Board and Deputy shareholders in the general shareholder meeting. General Manager in charge of Financial Affairs have • Keeping the records of voting results and been assigned. Shareholders are informed by regular ensuring that all reports related to the resolutions monthly assemblies. of the general shareholder meeting are sent to the 99,99 % of the shares of our company has been shareholders, registered by Central Registry Agency Inc. as of 2006. All information required to exercise shareholders’ electronic form. rights in a sound manner should be made available to There have been 21 information requests from all shareholders. The information should be submitted shareholders throughout the current term. These as complete, accurate and in a timely and diligent requests have usually been for purchasing new shares manner. Non discrimination principle is considered following capital increases and requesting information among shareholders for the right of information and about general assemblies and the state of the company observation. in general. All developments which may potentially Obligation to inform shareholders includes legal or impact the shareholders are announced on a daily commercial relationships with other enterprises basis to be published in the stock exchange bulletin or individuals with whom there is a direct/indirect “Clarifications of Special Situations”. managerial, administrative, supervisory or ownership Request for the appointment of a special auditor has related relationship. not been stipulated as an individual right in the main The general shareholder meeting or the board may articles of association. There has not been any request refuse to disclose information, only based on protection for the appointment of a special auditor throughout the of trade secrets and the company’s interests. current term. In order to broaden the scope of shareholders right to Using of right of information has been obeyed related obtain and evaluate information, any type of information laws and regulations and main articles of association. that may affect the way in which shareholders exercise There have not been any verbal and written complaints such rights, must be updated on a regular basis in an received from shareholders in 2010. Compliance with Corp. Governance prim. 1.2.The Exercise of the Shareholders Right to Information 103 1.3.General Assembly Information 2009 General Assembly meeting of our company It is the Board of Directors who calls the General has convened on 07.06.2010 with a participation Assembly to convene. Extraordinary General Assembly representing %94 of the capital on the part of the may be called for by both the Board of Directors and share owners. the General Council of Auditors. The right of the 5% minority to obtain a court order is reserved. In calling charge of significant decisions such as division and the General Assembly to convene, the related laws the purchasing, selling, leasing of significant amounts and regulations of the Turkish Commercial Code and of property. The Board of Directors is fully authorised Capital Markets Code prevail. to represent the company in the broadest sense. The The invitation announcing the agenda, date, hour and Board of Directors informs the shareholders of their the location of the General Assembly is published important activities in the general assembly meetings. at least twice a month in advance of the date of the In order to facilitate attendance to the general meeting in one national circulation newspapers, in the assembly, share owners who have not applied within İMKB (Istanbul Securities Exchange) bulletin and TTSG the legal time frame and share owners whose names (Turkish Commercial Registration Gazette). Registered have not been registered in the company share share owners are also invited through registered mail registry may attend the meeting provided that they and no time frame is foreseen for registration in the authenticate their shares on the date of the general share registry to guarantee participation in the general assembly. The minutes of the General Assembly assembly. meeting are published in the stock exchange bulletin No provisions have been stipulated in the main articles and our website. of association about the General Assembly being in 1.4. Voting Rights and Minority Rights 4 members to be elected to the board of directors are is entitled to 1 (one) vote. The provision of article 387 of selected from among (A) group share owners or their the Turkish Commercial Code is reserved. nominees; the remaining 1 member is selected from In the current management system, minority among (B) group share owners or their nominees. shares are not represented and there is no room for In ordinary and extraordinary general assembly accumulated voting method in the general assembly. meetings, each and every (A) group share owner or There are no cross shareholdings in the partnership their deputy is entitled to 100 (one hundred) votes and structure of our company. Compliance with Corp. Governance prim. each and every (B) group share owner or their deputy 104 1.5. Profit Distribution Policy The profit distribution offers submitted to the approval distributed as bonus shares. In the absence of such of the General Assembly by our Board of Directors is a requirement, the dividends shall remain in the prepared within the framework a profit distribution partnership without being distributed to shareholders. policy which takes note of the sensitive balance c) There are no royalties with respect to receiving between the expectations of our shareholders and shares from profit. the growth requirements of our Company, and the d) Despite the presence of a provision in our main profitability of our Company. Based on this; articles of association with respect to paying profit a)Provided that there are no contradictory provisions in shares to our members of the Board of Directors and the Capital Markets Board regulations, due to ongoing Employees, there has been no practise to this effect. investments, our company shall not be distributing any e)As it has been set forth in our main articles of dividends in cash for a period of 3 years starting as of association, provided that the General Assembly 2007 term profit. approves of dividend payments in cash to the partners b) In the event that there is an obligation to distribute and donations, our Company donates dividend shares the dividends within the scope of the Capital Markets at a rate of 2% of net profit to foundations established Board regulations, a minimum of 30% of it shall be for different purposes. f)There are no regulations in our main articles of profit share payments are completed within the association which provide for the distribution of profit shortest period of time, latest by the end of the 5th share advances. month as it has been provided for in the related laws g)Our profit share payments have been made within and regulations. the legal timeframes. Care is taken to ensure that 1.6. Transfer of Shares The articles of association has not contain provisions to impede the transfer of shares. Section II - Public Disclosure and Transparency 2.1. Company Information Policy 2.1.1. Objective: The objective of the Information Policy of Acıbadem laws and regulations of Capital Markets and other Healthcare Services and Trade Inc. (Acıbadem/ legal arrangements. The basic aim is to present Company) is to provide active information to the the information in a manner that will protect the public regarding the administrative, financial and rights and the interests of Acıbadem and in a timely, legal situation within the framework of Capital accurate, complete, clear, understandable, analysable, Markets Board Corporate Governance Principles, easy to reach and at a low cost. The administrative board prepares the body of the printed and visual media can only be made by the principles, which may be named as Information Policy, board chairman, general manager and deputy general and submits these principles to the information of managers in writing or verbally. shareholders and declares them to the public. In case there is an amendment in information policy, the Apart from this, unless they are particularly amended provisions and their reasons are submitted authorized, Acıbadem employees cannot answer to the information of general assembly after they are any questions asked by any institution/person. The approved by the administrative board and then they requests are conveyed to the board chairman or are declared to the public. Press briefings made to related deputy general managers. 2.1.3. Information Disclosed to Public: In accordance with the fundamental principles of the • Material fixed assets and relevant transactions Capital Markets Board Communiqué Series: VIII, No: • Changes concerning the activity of the partnership 54, information disclosed to the public encompasses • Changes concerning the financial structure of the the following amendments minimum. partnership • External circumstances having an indirect effect on • Changes concerning financial fixed assets the company • Other changes having an impact on the value of the • Changes in managerial and auditor cadres capital markets instruments and investment decisions • Administrative and legal investigations • Information regarding borrowing instruments • Significant amounts of extraordinary revenues and • Generally used indicators profits • Changes in the control of management • Mergers and acquisitions Compliance with Corp. Governance prim. 2.1.2. Liabilities: 105 2.1.4. Methods and Tools: Acıbadem has identified the following methods and tools for use while setting its public disclosure and information policy: 2.1.4.1. Disclosure of Special Events Disclosure of special events are prepared by the (Istanbul Securities Exchange). Disclosure of special Management of Auditing and Reporting, signed by the events are conveyed to IMKB either through fax or capital markets and corporate governance coordinator KAP. and the director of financial affairs, and sent to IMKB 2.1.4.2. Periodical financial statement and reports The periodical financial statement and the footnotes announced to the public, financial statements are prepared in a manner that will reflect the true and footnotes are submitted to the approval of financial status of the Company and later announced the board accompanied by a conformance report to the public. Acıbadem’s financial statements are obtained from the audit committee within the scope prepared within the framework of the regulations of of Capital Markets Regulations. Furthermore, the Capital Markets Board, subjected to independent financial statements conveyed to legal authorities are audit and later informed to IMKB. Before being simultaneously sent to IMKB. Compliance with Corp. Governance prim. 2.1.4.3. Annual report 106 The annual report should be prepared in compliance relating to other benefits such as salaries, bonuses with the Capital Markets Regulations and Capital etc qualify as commercial secrets and therefore they Markets Board Corporate Governance Principles are stated without indicating name, title or position. and in detail, so the public access to all kinds of Privileges accorded to the members of the board information regarding the Company’s activities. determined at the General Shareholders Meeting and The annual report is signed by the president of the announced to the public. Furthermore, issues such board/general director and the statement indicating as social rights of employees, vocational training and that the current periodical financial statements environmental protection are also included. completely reflects the true financial status of the Current and past annual reports are announced to the company and that the company acts in accordance public through our website in Turkish and in English. with the related legislation should be provided. Care is taken to declare the annual reports to the The annual report includes the subjects indicated in attention of the shareholders at least three weeks Chapter II Article 3.2 of the Corporate Governance prior to the date of the General Shareholders Meeting. Principles. Based on company policies, explanations 2.1.4.4. Advertisements and announcements made through the Turkish Trade Registry Gazette (TTSG) and daily newspapers As per Capital Market laws and regulations, Turkish general shareholders meetings, capital increase and Commercial Code and our own main articles of dividend payments are made through TTSG and daily association, announcements pertaining to mergers, newspapers. 2.1.4.5. Press announcements made in written format and through the visual media for the purpose of periodical disclosure or every time there is an important development. Based on the important developments that take place Care is taken to make sure that information appearing throughout the year, Management of Marketing and on the visual media is announced simultaneously Management of Corporate Communications ensure on ISE. Depending on the content of the actual controlled flow of news to the press and the visual development, this disclosure may also be made by media, providing detailed information to the public. means of a press meeting. 2.1.4.6. Corporate website (www.acibadem.com.tr) Acıbadem website has been prepared in Turkish • Corporate governance and English and in accordance with the Corporate • Corporate governance compliance report Governance Principles. The content is continuously • Headquarter and branches updated. The following is a summary of the headings • Partnership composition found on the website: • Privileged shares • History • Information policy • Mission, vision and values • Profit distribution policy • Members of the Board of Director • The list of those who have access to internal • Management Team information • Quality Policy • Disclosure of special events • Social Responsibility • Research reports • Main Articles of Association • Information relating to shares • Annual Reports • Investments • Financial statements and audit reports • Frequently asked questions • General Shareholders Meeting information All written announcements shared with the visual conveyed to the news agencies. Members of the press media and the press by the Directorate of Marketing are invited to watch all press meetings provided the and Management of Corporate Communications are content of the announcement warrants their presence. 2.1.4.8. Access to presentations and reports through meetings held one on one or via teleconference with a certain group of investors, shareholders and analysts Management of Investor Relations reports to the and prepare presentations, question/answer tables board and it has been established with the aim of and summary information. As such, they provide managing the relations among the current and information to the shareholders regarding the potential shareholders at Acıbadem, responding to operational and financial performance of Acıbadem, investors’ queries in the most productive manner its vision, strategy and targets. All meeting requests and the execution of those activities oriented towards coming from shareholders receive positive response increasing the value of the company. Relations with and meetings are arranged at the highest possible shareholders are managed through this unit. Deputy level. Our regularly-updated website allows for close general director in charge of financial affairs and monitoring of developments by our shareholders and the director of investor relations frequently come analysts. together with intermediaries, analysts and investors Compliance with Corp. Governance prim. 2.1.4.7.Disclosures to electronic data distribution organisations 107 2.1.5. Disclosures Concerning Future Statements From time to time and based on strategic goals, there similar issues. It is always emphasised that these may be disclosures regarding future expectations with statements are based on certain assumptions and respect to sales, productivity, market share, revenue actual results may deviate from these. generating capacity, profitability, debt/equity ratio and 2.1.6.The Follow-up of the News and Hearsay concerning the Company: News about Acıbadem appearing in the press and from Acıbadem in response to any news and hearsay visual media are collected on a daily basis by media appearing in the press and television, but necessitating watch agencies and followed by investor relations, no special case disclosure as per the Communiqué, corporate management, financial affairs, marketing the president of the board /general director is duly and corporate communication units. Furthermore, informed and an announcement is made by the capital news announced by data distribution companies is also markets and corporate governance coordinator and the reviewed. In the event of an announcement request director of financial affairs. Compliance with Corp. Governance prim. 2.1.7. Criteria used in the setting of people with Administrative Responsibility 108 People endowed with administrative responsibility who managers mostly working at the headquarters are in may have access to internal information are determined possession of detailed information about the entire as per the scope of information they may access. business of the Company not only as it stands today, Accordingly, managers and other staff who have but also as it relates to the future. These people are detailed information regarding only a certain aspect considered as staff qualified to have access to internal of Acıbadem’s business, but limited information information. regarding the bigger picture are not qualified to have In accordance with the related provisions of the access to internal information. communiqué issued by the Capital Markets Board, However, members of the board, the general director a list is prepared based on these criteria and shared and deputy general directors and some upper level with the public. 2.1.8. Ensuring Confidentiality of the Information that needs to be disclosed to the Public Care is taken to strike a certain balance between the No Acıbadem employee is allowed to engage in way Acıbadem employees make use of the internal any revenue generating activities arising from the information they may access, transparency and purchasing or selling of Acıbadem share certificates the protection of commercial secrets. Information based on internal information obtained while qualified as commercial secret is information performing his/her duties. presenting current or potential commercial value, Acıbadem applies the practise of a “Silent Period” unknown by third parties, unavailable through regular during which Company Representatives refrain from channels and that which the owner aims to keep sharing with the public any information prior to the confidential. The safety and protection of Acıbadem’s official announcement of periodical results. The Silent commercial secrets is essential. However, the Period starts two weeks before the announcement company is obliged to act right, honest and with good of activity results and ends following the day the intentions concerning the rights of interested parties information is sent to IMKB. to obtain information. 2.2. Disclosures of Special Events Throughout 2009, there have been 17 special event shares of our company are not quoted on international disclosures in accordance with the Capital Markets stock exchanges. There are no sanctions imposed by Board regulations; Capital Markets Board (SPK) or the Capital Markets Board for missing a deadline for IMKB (Istanbul Securities Exchange) have demanded the submission of special event disclosures. additional clarifications for 1 of these disclosures. The 2.3. Company Internet Site and the Contents The website primarily consists of introductory reports, periodical financial table and reports, information on the company and the group, potential insider traders and information policy. information on the current partnership and Company information may be accessed by clicking on management structure, detailed information on the Investment Relations tab at www.acibadem.com.tr. privileged shares, main articles of association, Our internet site has been redesigned in accordance corporate governance compliance report, annual with corporate governance principles. 2.4. The Disclosure of Ultimate Controlling Individual Shareholder / Shareholders Mehmet Ali Aydınlar and Hatice Seher Aydınlar has indirectly. 50% share of Almond Holding A.Ş. indirectly, whereas The partnership structure of our company has been Almond Holding A.Ş. has 91,97% share of our Company. explained in footnote number 18 of the independent audit Abraaj Capital Limited has 50% of the remaining shares report to be found in the “Financial Results” section. When identifying information within the scope of trade accordance with the rules of accuracy, reliability and secret, a balance should be maintained between good faith. In order to prevent insider trading all the providing transparency and protecting the interests of necessary measures and precautions are taken. the company. Security and protection of trade secrets In the event of any important developments in of the company are essential. However, in cases where company activities, these are published in the stock the stakeholders seek to exercise his/her right to exchange bulletin on the same day as special situation obtain information, the company is obliged to act in clarifications. Section III - Stakeholders 3.1. Disclosure to Stakeholders Company disclosure policy calls for the notification terminology and avoid using vague or indefinite of stakeholders through the fastest communication expressions that would result in confusion. In channels in matters concerning their interest. cases when it may become absolutely essential Aim of the public disclosure and transparency is to use technical terms, relevant explanations are to provide stakeholders and investors accurate, to be provided in order to make such information complete, comprehensible and easy-to-analyze comprehensible to everyone. information which is also accessible at a low cost and Disclosed information should be unbiased. Any in a timely manner. information disclosed to benefit the information needs While disclosing information, the company is of a particular group of shareholders as opposed recommended to use most basic concepts and to others is unacceptable. Under no circumstances Compliance with Corp. Governance prim. 2.5. Public Disclosure of Potential Insider Traders 109 should a company refuse to disclose information, disclosed should not be in the nature of a trade secret which is required to be publicly disclosed, even if and not result in any harm to the company through such information may be detrimental to the company. interruption of the company’s competitive power. However, in any case, the company information to be 3.2. The Participation of the Stakeholders in Management The company establishes mechanisms and models employees at the board and obtaining opinions of to encourage participation of the stakeholders in the stakeholders on company related material issues management of the company while giving priority to should be given priority. employees and not hindering company operations Should incentives regarding the review of the Any planned mechanism or model that the company management and operations of the company be will adopt is acknowledged in the internal regulations granted to a particular group of stakeholders, any as much as possible. There are no provisions in the information which is classified as trade secret and articles of association relating to the participation of obtained as a result of this privilege, may not be used stakeholders in the management of the company. so as to violate the equal opportunity among different In means of such mechanisms, representation of groups of stakeholders. Compliance with Corp. Governance prim. 3.3. H uman Resources Policy 110 When establishing employment policies and preparing the employees is determined and disclosed by the career plans, the company adopts employment executives to the employees. While determining policies that would provide equal opportunities to compensation and other benefits, productivity and individuals who have similar specifications. The other factors that are deemed material have been employment criteria are in written form and be applied prioritized. Working conditions of the company’s in applications. Each employee has been treated personnel should be safe and secure and should on equal grounds in education and promotion and be maintained and improved in time. The opinions training plans and policies are designed to enhance of relevant trade unions regarding the rights of the knowledge, skills and manners of employees. In order employees and changes in the working conditions are to establish a collaborative working environment, the taken into careful consideration. Measures are taken company conducts regular informative meetings that in order to prevent race, religion, language and sex would enable the company’s personnel to be informed discrimination among the employees and to protect of and to discuss issues such as company’s financial the employees against any physical, spiritual and capability, remuneration, career planning, training emotional mistreatments in the company. and health. Employees or their representatives are There is the Directorate of Human Resources acknowledged of any significant development or to manage employee relations and it has been decision taken by the company that clearly affects continuously improving the human resources policy them. Definitions of tasks and their distribution within the framework of Corporate Governance and performance related reward mechanisms Principles. There have been no employee complaints and other issues that are vital to the productivity of arising from discrimination. 3.4. Information about Relations with Customers and Suppliers The company takes all measures in order to ensure corporate agreements of customers are handled in a that its customers are fully satisfied with health quick and efficient manner, and any delay in handling care services. The requests patient relatives and customers’ requests and the reasons thereof should be acknowledged. The company adheres to the norms Within the scope of trade secret, confidentiality of of quality standards in the production of its goods information relevant to customers and suppliers or in the offering of its services. This would ensure should be respected. Patient Relations, Contracted that the level of quality is preserved. The goods and Institutions Management and Patient Safety services that fail to meet the quality standards are Committees ensure in order to establish good compensated and indemnified. Information relating relations with its customers and suppliers free from to quality studies within this scope can be found in the any unfair advantage and to comply with the provisions activity report. of the agreements among the parties. 3.5. Social Responsibility Ever sensitive in terms of social responsibility, our the framework of corporate citizenship. These company has been producing policies in compliance are elaborated upon in the “Organizational Social with ethical rules and the related regulations about Responsibility” section of the activity report. During environment, consumer and public health. the period, there have not been any cases against the Our company has a wide range of activities within company due to pernicious effects to the environment. Bölüm IV - The Board of Directors Name, Last Name Mehmet Ali Aydınlar Title Executive Independent Chairman Yes No Deputy Chairman No No Selçuk Yorgancıoğlu Member No Yes Şinasi Can Member No No Ali Fuat Güven Member No No Hatice Seher Aydınlar The Board of Directors of our company is as follows; and experience is of paramount importance in The Chairman of the Board and CEO/Managing decision making processes; therefore, founding Director has been indicated separately on the doctors are represented on the Board of Directors. organization scheme. The case, the Chairman of One independent member exists on the board. There the Board Mehmet Ali Aydınlar is continuing his is no practice which limits the members of the board post as Managing Director within the scope of this from accepting any other duty or duties outside of the restructuring. company only because they have capitalist or physician In our sector, accumulation of technical knowledge status. 4.2. The Qualifications of the Members of the Board of Directors In principle, candidates with high level of knowledge Minimum requirements required for candidates for and skills and a qualified specific experience and board membership positions are capable of analyzing background should be considered as eligible and from and interpreting financial statements and reports, having among such candidates; members of the board should basic knowledge about the legal regulations applicable be appointed. General rules in this respect should to the company for daily or long term business as well be incorporated in the articles of association of the as dispositions, being able to participate in all board company. meetings in the relevant budget year. Compliance with Corp. Governance prim. 4.1. The Structure and the Formation of the Board of Directors and Independent Members 111 4.3. Strategic Targets about the Mission and the Vision of the Company Mission and vision of our company are as follows; Mission conditions, As Acıbadem Healthcare Group, our mission is to • To support new information and applications accomplish the following, in order to increase the in every aspect of health care by offering the quality of life of the society and contribute to the opportunities for academic studies and scientific development of medicine; researches in medical sciences, • To offer protective and curative health care services • To train physicians and health care professionals, at the ultimate level of medicine, within a widespread who are dedicated, superior and who value human and integrated structure and in suitable economic life. Vision leading applications, Acıbadem Healthcare Group; With its excellence level in medical services, Aims to establish a model in Turkey and to become determination in satisfying patients and patient one of the academic health care institutions that is relatives, superior staff, modern infrastructure and considered as reference. 4.4. Risk Management and Internal Control Mechanism The Internal Audit Department set up in the Acibadem company, we undergo two independent audits per Health Group ensures an effective audit mechanism year together with all of our participations and joint for the protection of the rights and the interests of the partnerships. investors. Furthermore, as a result of being a public Compliance with Corp. Governance prim. 4.5. The Authority and the Responsibilities of Board Members and Directors 112 The authority and the responsibilities of the board and the responsibilities of company directors have members of our company have been specified been specified as written procedures in their job within the framework of legislative regulations descriptions and have not been provided for in the in the main articles of association. The authority main articles of association. 4.6. Substantial Activities of the Board The Board of Directors performs and executes the and papers written and submitted on behalf of the duties ascribed to it by the Turkish Commercial Code, company and all of the connections and agreements the main articles of association and the decisions entered into on behalf of the company to be valid taken by the general assembly of the company. and be able to represent the company, these need In accordance with the provisions of article 319 of the to be signed by the person or persons upon whom Turkish Commercial Code, the Board of Directors the board has bestowed the power of signature. The may transfer part of its authority and duties and board has specified the extent, place, mode and the authority of representation to a committee or the circumstances under which this power can be commission or managing director or directors, exercised and has had them procedurally registered manager or managers. and announced. Transacting on behalf of the company, representing Regardless of the term of the administrative or and binding the company fall under the authority of representative duty, in the first board meeting the board of directors. In order for the documents following the annual ordinary general assembly meeting, members elect a chairman among number of board meetings held throughout this term themselves and a deputy chairman to act in his is 45. absence. The chairman and the deputy chairman who The presence of half of the current number of have completed their term may be elected again. members plus one is required for the start of board The agenda of the meeting consists of the written or negotiations. However, for issues that relate to article verbal messages communicated by the members to 2.17.4 of Section IV of Capital Markets Committee the board secretariat. Unless one of the members Corporate Governance Principles, it is mandatory for demands a negotiation, the board can make decisions all members to be present. Majority board decisions by obtaining the written approvals of others on a have been taken unanimously throughout the current proposal made by one of the members relating to a term there have been no records of dissenting opinion, specific issue. none have been communicated to company auditors in The meeting of the board of directors is held at the written form, nor has there been a need for any public company headquarters as needed and at least once disclosure. a month. All of the members are previously notified about the location and the agenda of the meeting. The 4.7. Prohibition of Transaction and Competition with the Company Prohibition of transaction and competition with the been exercised throughout the current term. There company for our board members is subject to the has arisen no conflict of interest. permission of the general assembly and it has not 4.8. Ethical Rules The board has set up committees and councils with to the employees. However, no public disclosure has the objective of creating ethical rules for the company been made on the subject. 4.9. The Number, Structure and Independence of the Committees set up on the Board “Quality Improvement and Patient Safety Committee” legal obligation to do so, no corporate governance (KIHGK) has been established besides the Committee committee has been established. The chairmen and In Charge of Auditing (DSK) with the objective of the members of the committees are as follows; helping the board fulfil its duties and responsibilities in an accurate manner. Due to the absence of any 4.10. Remuneration of the Board of Directors Commensurate with their performance and with the guaranties have been extended to any board member approval of the general assembly, board members or director. are paid a certain attendance fee. No loans, credits or Compliance with Corp. Governance prim. and the employees and these have been announced 113 Name, Last Name Committee Title Executive Independent KHİGK Chairman Yes No Ali Fuat Güven DSK Chairman No No Şinasi Can DSK Member No No Mehmet Ali Aydınlar Financial Reports TABLE OF CONTENTS BALANCE SHEET STATEMENT OF COMPREHENSIVE INCOME STATEMENT OF CHANGES IN EQUITY STATEMENT OF CASH FLOWS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1 Organization and Nature of Business 2 Basis of presentation of the consolidated financial statements 3 Business combinations 4 Segment reporting 5 Cash and cash equivalents 6 Financial liabilities 7 Trade receivables and payables 8 Other receivables and payables 9Inventories 10 Tangible assets 11 Intangible assets 12 Goodwill 13 Provisions, contingent assets and liabilities 14Commitments 15 Employee benefits 16 Post employment benefits 17 Other assets and liabilities 18Equity 19 Sales and cost of sales 20 Selling, marketing and distribution expenses, general administrative expenses 21 Expenses by nature 22 Other operating income and expenses 23 Financial income Financial reports 24 Financial expenses 114 25 Tax assets and liabilities 26 Earnings per share 27 Related parties 28 Nature and level of risks arising from financial instruments 29 Financial Instruments: Fair Value Disclosure 30 Subsequent events 31 Other matters that may have a material effect on, or preventing the clear understanding of the consolidated finacial statements Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Audited Notes 31 December 2010 31 December 2009 ASSETS Current Assets 160.651.615 122.764.407 Cash and cash equivalents 5 25.985.237 19.286.318 Trade receivables 78.226.457 62.131.053 -Due from related parties 27 8.655.743 6.803.649 -Other trade receivables 7 69.570.714 55.327.404 Other receivables 492.468 839.198 -Other receivables from related parties 27 36.867 412.911 -Other receivables 8 455.601 426.287 Inventories 9 14.146.518 11.862.886 Other current assets 17 41.800.935 28.644.952 Non-current Assets 608.943.441 581.441.704 Other receivables 8 987.983 1.566.755 Tangible assets 10 527.086.675 508.943.995 Intangible assets 11 3.043.858 2.459.160 Goodwill 12 47.074.667 45.527.560 Deferred tax asset 25 25.441.111 22.113.712 Other non-current assets 5.309.147 830.522 -Advances given to related parties 27 -- --Other advances 17 5.309.147 830.522 TOTAL ASSETS 769.595.056 704.206.111 LIABILITIES Current Liabilities 245.083.870 158.838.484 Financial liabilities 6 91.803.086 41.053.133 Trade payables 81.952.592 61.842.383 - Due to related parties 27 9.571.893 7.098.836 - Other trade payables 7 72.380.699 54.743.547 Other payables 21.030.901 21.869.433 - Other payables to related parties 27 503.601 2.025.806 - Other payables 8 20.527.300 19.843.627 Taxes on income 25 2.653.826 857.126 Provisions 13 24.130.524 16.662.404 Other current liabilities 17 23.512.941 16.554.005 Non-current Liabilities 393.187.504 416.567.295 Financial liabilities 6 379.928.404 382.398.880 Trade payables 6.687.034 12.463.888 - Other trade payables 7 6.687.034 12.463.888 Other payables -- 18.068.400 - Other payables 8 -- 18.068.400 Employee benefits 15 2.111.563 1.863.930 Deferred tax liability 25 3.960.115 962.227 Other non-current liabilities 17 500.388 809.970 EQUITY 131.323.682 128.800.332 Shareholders’ Equity 125.709.772 119.768.115 Share capital 18 100.000.000 100.000.000 Reserves 18 7.079.766 6.326.653 Retained earnings/(Accumulated losses) 18 7.176.607 (4.411.276) Net profit for the period 11.453.399 17.852.738 Non controlling interests 18 5.613.910 9.032.217 TOTAL EQUITY AND LIABILITIES 769.595.056 704.206.111 Financial reports Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 115 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Consolidated Statement of Comprehensive Income As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira (“TL”) unless otherwise stated Audited Notes 1 January - 31 December 2010 1 January 31 December 2009 Revenues19731.582.530 558.832.776 Cost of sales (-) 19 (589.677.655) (478.564.152 GROSS PROFIT141.904.875 80.268.624 Selling, marketing and distribution expenses (-) 20 (32.596.131) (20.278.987) Administrative expenses (-) 20 (45.085.029) (37.763.532) Other operating income 22 5.495.280 4.286.106 Other operating expense (-) 22 (7.680.429) (3.224.995) PROFIT FROM OPERATIONS 62.038.566 23.287.216 Financial income2319.237.634 15.563.344 24 (63.017.947) (41.742.215) PROFIT BEFORE TAX 18.258.253 (2.891.656) Financial expense Income tax (expense)/benefit(8.089.830)18.680.623 Current tax expense 25 (8.419.341) (578.483) Deferred tax expense 25 329.511 19.259.106 NET PROFIT /(LOSS) FOR THE PERIOD 10.168.423 15.788.967 Other comprehensive income---TOTAL COMPREHENSIVE INCOME 10.168.423 15.788.967 Attributable to:10.168.42315.788.967 Non-controlling interests (1.284.976) (2.063.771) Owners of the Company 11.453.399 17.852.738 Financial reports Earnings per share 116 (for 1.000 shares) 26 114,53 178,53 Reserves 100.000.000 6.031.160 30.501.469 Retained earning (acc umulated losses) (34.617.252) Net profit (loss) for the period 101.915.377 Total before noncontrolling interest 15.346.659 Noncontrolling interest 117.262.036 Total -- -- -- 17.852.738 17.852.738 (6.314.442) 11.538.296 -- -- -- 17.852.738 17.852.738 (6.314.442) 11.538.296 100.000.000 Balances at 31 December 2009 6.326.653 295.493 (4.411.276) (34.912.745) 17.852.738 34.617.252 119.768.115 -- 9.032.217 -- 128.800.332 -- -- -- -- 11.453.399 11.453.399 (1.284.976) 10.168.423 18 -- -- (5.511.742) -- (5.511.742) (2.751.694) (8.263.436) -- 753.113 17.099.625 (17.852.738) -- -- -- Financial reports Balances at 31 December 2010100.000.000 7.079.7667.176.60711.453.399125.709.772 5.613.910131.323.682 Transfers Dividend payments-------------- without a change in control Acquisition of non-controlling interests Acquisition of a new subsidiary----------618.363618.363 Capital increase-------------- Total comprehensive income------11.453.39911.453.399(1.284.976)10.168.423 Total other comprehensive income-------------- Profit for the year Total comprehensive income for the year-------------- Balances at 1 January 2010100.000.000 6.326.653(4.411.276)17.852.738119.768.115 9.032.217128.800.332 -- Transfers Effect of change in groups structure-------------- Capital increase-------------- Total comprehensive income for the year Total other comprehensive income-------------- Profit for the year Total comprehensive income for the year-------------- Balances at 1 January 2009 Share Notes capital Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Consolidated Statements of Changes in Equity As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 117 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Consolidated Statements of Cash Flows As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Audited Cash flows from operating activities Notes 2010 2009 Profit for the year10.168.42315.788.968 Adjustments for: Depreciation and amortisation of tangible and intangible assets 10,11 72.474.363 62.325.489 Provision for employee termination indemnity 15 2.861.478 (2.565.072) Allowance for trade receivables7 2.166.622976.840 Unearned financial expense 58.224298.340 Inpatients income accruals (2.440.238) (2.706.956) Doctor expense accruals13.564.34312.509.028 Deferred tax benefit 25 (321.735) (19.259.106) Corporate tax charge4.369.4091.269.546 Provision for legal cases2.966.263427.521 Accruals related to forward transactions (1.044.252) (1.141.180) Accruals related to swap transactions 13 2.673.444 (1.625.746) Interest income (811.381) (1.153.900) Interest expense15.887.4839.696.479 Gain on sale of property and equipment (net) (234.933) (1.150.936) Net operating profit before changes in assets and liabilities 122.337.513 73.689.315 Change in trade receivables (16.630.682) (28.747.828) Change in inventory (2.170.553) (3.815.531) Change in other receivables 925.502594.618 Change in other current assets (10.583.936) (2.758.724) Change in other non-current assets (4.484.282) 22.403.534 Change in trade payables 11.139.871 16.966.264 Change in due to related parties 2.430.103 (7.503.420) Change in provisions 13 1.976.0335.549.922 Corporate taxes paid (2.572.709) (990.903) Change in other trade payables (17.379.070) 36.115.169 Change in other liabilities6.278.1085.832.115 Financial reports Employee severance indemnity paid 118 15 Provisions paid (2.629.722) (1.742.276) (12.667.711) (5.688.628) Change in non-controlling interest18 118.6581.284.736 Net cash from operating activities76.087.123111.188.363 Cash flow from investing activities Acquisition of tangible assets 10 (74.971.901) (114.429.663) Proceeds from sale of tangible assets 10 3.075.860 10.452.151 Acquisition of intangible assets 11 (681.755) 753.831 Proceeds from sale of intangible assets 11 -- 8.148 Acquisition of subsidiary, net off cash acquired 12 (2.035.535) (53.462.129) (74.613.331) (156.677.662) Net cash (used in)/from investing activities Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Cash flow from financing activities Proceeds from bank borrowings 6 Repayment of bank borrowings 134.679.028 92.959.297 (112.576.369) (61.106.414) Changes in finance lease liabilities8.188.20518.598.536 Proceeds from borrowings obtained from related parties 27 (1.522.205) 1.393.703 Acquisition of non-controlling interest (8.263.435) -- Interest paid (16.091.478) (10.599.872) Interest received859.9051.049.948 5.273.651 42.295.198 Net decrease (increase) in cash and cash equivalents 6.747.443 (3.194.101) Cash and cash equivalents at 1 January 5 19.234.342 22.428.443 Cash and cash equivalents 31 December 5 25.981.785 19.234.342 Organization and Nature of Business Acıbadem Sağlık Hizmetleri ve Ticaret A.Ş. (“the Company”) was incorporated in 1991 in İstanbul, The Company provides health services in eleven general hospitals (Kadıköy, Bakırköy, Kozyatağı, Fulya, Eskişehir, Bursa, Kocaeli, Maslak, Kayseri, Adana and International Hospital) and eight medical centers (Ataşehir, Beylikdüzü, Bağdat, International Etiler, Acıbadem Etiler, Uludağ Polikliniği and Konur Sağlık), policlinics, center laboratories (Labmed Klinik laboratuarları, Merkez Patoloji laboratuarı, Genetik Tanı ve Hücre Tedavi Merkezi) and branches located in 21 different areas. In addition to its core business in health care, the Company organizes courses and seminars about first aid, diabetics, smokeless living and infant care. The Company also applies “Joint Commission International” accredition standards and ISO 9001 Quality Management System standards in its services in order to provide better quality care and security for the patients. Acıbadem Sağlık Hizmetleri ve Ticaret A.Ş. is subject to Capital Market Board (“CMB”) regulations and its shares have been traded on the İstanbul Stock Exchange (“ISE”) since 15 June 2000. The head office is located at Fahrettin Kerim Gökay Caddesi, Altunizade Mahallesi, No: 49, Üsküdar-İstanbul. Financial reports 1 Net cash (used in)/from financing activities 119 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December shareholder structure of the Company is as follows: 31 December 2010 31 December 2009 Share(%) Share(%) Mehmet Ali Aydınlar 0.40 0.40 Hatice Seher Aydınlar 0.00 0.00 57.90 34.07 57.90 34.07 Armağan Özel Yunus Ergüz 1.00 1.00 1.00 1.00 Osman Morgül 0.00 0.00 Other 17 Individuals 3.52 3.52 Other Public Shares 2.11 2.11 100.00 100.00 Shareholder’s Name Almond Holding Anonim Şirketi Almond Holding Anonim Şirketi (Publicly traded) Acıbadem Kadıköy Hospital The hospital is located in Acıbadem- İstanbul and having an indoor area of 17,600 m². The hospital building has been rented on a long term basis from the Turkish Police Foundation for 25 years starting from 1 July 1995. The hospital is the Group’s first hospital and has been operating since 1991. The hospital includes 7 surgery rooms (5 of them are general, one is septic and the other one is for in vitro fertilization), intensive care units used for neonatal, general, coronary ailments and cardio operations with 23 beds and five emergency follow up unit with 32 beds. Total inpatient bad availability of the hospital is 132. Acıbadem Bakırköy Hospital The hospital was built at the Carousel Shopping Centre in Bakırköy- İstanbul and started to provide health care services in July 2000. The hospital has 15 floors and is built over a total area of 17,500 m². The hospital building has been rented for 15 years starting from 1 July 1999. Hospital building includes 5 intensive care units used for new born, general, coronary and cardio operations with 27 beds, 25 bed emergency care rooms and 8 operating theatres. The total inpatient bad availability of the hospital is 127. Acıbadem Kozyatağı Hospital The hospital building, located in Kozyatağı- İstanbul on a land having an indoor area of 14,000 m² that has Financial reports been rented for a period of 15 years starting from 1 May 2001. The hospital has started to accept patients as 120 from 29 June 2004 and is used especially as a neurology and cancer treatment centre. The hospital building includes an intensive care unit used with 10 beds, 9 emergency follw-up beds and 4 surgery rooms. Total inpatient bad availability of the hospital is 93. Acıbadem Fulya Hospital Acıbadem Fulya Hospital has started its operations in September 2010. The hospital has a closed area of 22,000 m² with 120 bed capacity and 6 surgery rooms. The hospital building has been rented on a long term basis from Beşiktaş Jimnastik Kulübü Derneği for 20 years and hospital infrastructure and equipment investments made by the Group. Acıbadem Eskişehir Hospital Acıbadem Eskişehir Hospital has started its operations in September 2010. The hospital has a closed area of Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 20,000 m² and has 5 surgery rooms, 1 new born unit, 1 baby care room, decontamination room, emergency follw-up rooms and single isolated intensive care units, with a capacity of 120 beds. For all branches except dendistry an agreement with Social Security Instution (“SGK”) has been signed. The hospital building has been rented for 20 years and hospital infrastructure and equipment investments have been made by the Group. Acıbadem Bursa Hospital Acıbadem Bursa Hospital is a 10 storey building built over an indoor area of 30,000 m², consisting of 5 intensive care units with 67 beds used for 1 coronary, 1 internal diseases, 1 general surgery, 1 heart surgery and 1 new born unit. The Hospital has 7 surgery rooms and 5 emergency follow-up beds with a total capacity of 164 beds. The hospital has started to formally accept patients from 19 February 2006. Acıbadem Kocaeli Hospital Acıbadem Kocaeli Hospital has started its operations in November 2006. The hospital has a closed area of 6,500 m² and 6 floors. The rental contract is for a period of ten years starting from 23 April 2006. The rental payments started in 1 January 2007. The hospital building was already completed and ready for service when the rental contract signed. The hospital has 5 intensive care units with 18 beds rendring services in 1 coronary, 1 internal diseases, 1 general surgery, 1 heart surgery and 1 new born units. The hospital has 3 surgery rooms, 7 incentive care beds and 1 birth-room. Total inpatient bad availability of the hospital is 68. Acıbadem Maslak Hospital Acıbadem Maslak Hospital started its operations on 2 March 2009. The hospital has an indoor area of 40,000 m² with 88 bed capacity and has 15 surgery rooms (8 of them has high technology and sterilized). The hospital is serving in all branches of medicine, infertility treatment and in vitro fertilization, the third level infant intensive care and provides superior service with rapidarc technology in oncology treatments. The primary aim of the hospital is to provide healthcare that would require the utmost specialty in General Surgery, Obstetrics and Gynecology Internal Diseases and in Infant Diseases. Besides the hospital has high level diagnosis and treatment laborotories of electrophysiology and interventional radiology. The hospital has 5 intensive care units with 50 beds and 40 follow up beds rendring services in 1 coronary, 1 internal diseases, 1 general surgery, 1 heart surgery and 1 new born units. Total inpatient bad availability of the hospital is 178. Acıbadem Adana Hospital Acıbadem Adana Hospital has started to accept patients as from 17 February 2009. The hospital has an indoor area of 20,000 m² and has 117 bed capacity, 6 surgery rooms, intensive care unit with 7 beds for new rendring services in 1 coronary, 1 internal diseases, 1 general surgery, 1 heart surgery and 1 new born units. Furthermore, the Group has hospital buildings under construction in Ankara and Bodrum. As at 31 December 2010 consolidated subsidiaries comprised the following: - Acıbadem Poliklinikleri Anonim Şirketi (“Acıbadem Poliklinikleri”) - Acıbadem Labmed Sağlık Hizmetleri Anonim Şirketi (“Acıbadem Labmed”) - International Hospital İstanbul Anonim Şirketi (“International Hospital”) - International Hospital Sağlık Yatırımları Anonim Şirketi (“International Hospital Sağlık Yatırımları”) - Acıbadem Kayseri Hastanesi Anonim Şirketi (“Acıbadem Kayseri”) - Konur Sağlık Hizmetleri Anonim Şirketi (“Konur Sağlık”) - Acıbadem Mobil Sağlık Hizmetleri Anonim Şirketi (“Acıbadem Mobil”) Financial reports born and 2 sleep laboratories. The hospital has 5 intensive care units with 26 beds and 19 follow up beds 121 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December 2009 consolidated subsidiaries comprised the following: - Acıbadem Poliklinikleri Anonim Şirketi (“Acıbadem Poliklinikleri”) - Acıbadem Labmed Sağlık Hizmetleri Anonim Şirketi (“Acıbadem Labmed”) - International Hospital İstanbul Anonim Şirketi (“International Hospital”) - International Hospital Sağlık Yatırımları Anonim Şirketi (“International Hospital Sağlık Yatırımları”) - Acıbadem Kayseri Hastanesi Anonim Şirketi (“Acıbadem Kayseri”) - Acıbadem Mobil Sağlık Hizmetleri Anonim Şirketi (“Acıbadem Mobil”) Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and consolidated subsidiaries are collectively named as “Group”. The natures of the activities of the consolidated subsidiaries are as follows: Acıbadem Poliklinikleri Acıbadem Poliklinikleri have 6 polyclinics at Etiler, Bağdat Caddesi, Ataşehir, Göktürk, Beylikdüzü and Uludağ locations for outpatients. The polyclinic at Etiler has been rented for from 1 May 2006, the polyclinic at Bağdat Caddesi has been rented for from 1 May 2004, Ataşehir has been rented for from 1 May 2008, Göktürk has been rented for from 1 February 2007, Beylikdüzü has been rented for from 1 April 2006 and Uludağ has been rented for from 29 February 2006. Acıbadem Göz Sağlığı Hizmetleri Anonim Şirketi was established in June 2003 in İstanbul and was merged in the body of Acıbadem Poliklinikleri, on 24 October 2008 by transfering all of its assets and liabilities. Acıbadem Ayaktan Tedavi Merkezleri Anonim Şirketi was established on 17 April 2006 in Beylikdüzü, İstanbul and was merged in the body of Acıbadem Poliklinikleri, on 24 October 2008 by transfering all of its assets and liabilities. The building has been rented for 5 years from 1 January 2006. Acıbadem Uludağ Polikliniği has started to accept patients as from 30 December 2006, Göktürk polikliniği has started as from 5 October 2006 and the medical center in Ataşehir has started as from May 2008. Acıbadem Labmed Acıbadem Labmed was established on 28 August 2001 under the name of Acıbadem Sağlık Yönetimi Anonim Şirketi, in İstanbul. On 24 February 2004 the name of the Company was changed to Acıbadem Labmed Sağlık, and a partnership was established with Labmed Dortmund Gmbh (located in Germany) to engage in laboratory services. There are 2 branches in Adana and Antalya. Financial reports International Hospital 122 International Hospital was established in 1989 on 19,300 m² indoor area and engaged in providing inpatient, outpatient and emergency care services with 5 intensive care units with 26 beds rendering services in 1 coronary, 1 internal diseases, 1 general surgery, 1 cardio surgery and 1 new born units at its hospital located in Yeşilköy, İstanbul. The hospital has 6 surgery rooms, 22 follow up beds, 73 patient beds and total inpatient bed availability of the hospital is 121. The Company has acquired (90% of) International Hospital, on 20 August 2005 (50%) and on 27 March 2009 (40%). The Hospital launched a large-scale renovation in the hospital building and not only the building’s architectural and technological infrastructure, the service infrastructure has also been converted to Acıbadem standards. In the accompanying consolidated financial statements as at 31 December 2010, International Hospital Sağlık Yatırımları was fully consolidated with International Hospital. Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated International Hospital Sağlık Yatırımları The polyclinic was established in Etiler, İstanbul in December 2002. It has ear-nose and throat units, cardiology, orthopaedic and traumatology, neurology, neurosurgery, psychiatry and psychology, radiology, laboratory and internal diseases units available for outpatients. The building where the polyclinic services are conducted has been rented for a period of 10 years from 1 June 2005. Acıbadem Kayseri Hospital In accordance with the nationwide expansion project, the Company has acquired the 51% of Memleket Medikal Cerrahi Özel Sağlık Hizmetleri Anonim Şirketi in 2007 and then increased its shares to 99.99%. The hospital has started to accept patients from 23 March 2009. The hospital is built over an indoor area of 20,000m², consisting of 5 intensive care units and 26 beds used for 1 coronary, 1 internal diseases, 1 general surgery, 1 cardio surgery and 1 new born units. The hospital has 6 operating theatres, 23 follow up beds, 63 patient beds and total inpatient bed availability of the hospital is 112. Acıbadem Mobil Acıbadem Mobil has been providing emergency health care services and ambulance services since 7 July 2008. It is fully consolidated in the accompanying consolidated financial statements. The related parties of the Group are as follows: - Acıbadem Holding Anonim Şirketi (“Acıbadem Holding”) - Acıbadem Sağlık ve Hayat Sigorta Anonim Şirketi (“Acıbadem Sigorta”) - Acıbadem Proje Yönetimi Anonim Şirketi (“Acıbadem Proje”) - Aplus Hastane ve Otelcilik Hizmetleri Anonim Şirketi (“Aplus Otelcilik”) - Acıbadem Sağlık Yatırımları Holding Anonim Şirketi (“Acıbadem Yatırım”) - Almond Holding Anonim Şirketi (“Almond Holding”) - Abraaj Capital Limited (“Abraaj Capital”) - Akademia Sağlık Hizmet ve Sistemleri Yönetim ve Danışmanlık Anonim Şirketi (“Akademia”) - Çamlıca Turizm ve Yatçılık Anonim Şirketi (“Çamlıca Turizm”) - Acıbadem Diş Sağlığı Hizmetleri Anonim Şirketi (“Acıbadem Diş”) - Acıbadem Eğitim ve Sağlık Vakfı (“Acıbadem Vakfı”) - Telepati Tanıtım Hizmetleri Anonim Şirketi (“Telepati Tanıtım”) - Çukurova Bilim Laboratuarları Anonim Şirketi (“Çukurova Bilim”) - Kerem Aydınlar Vakfı (“Kerem Aydınlar”) - BLAB Laboratuvar Hizmetleri Anonim Şirketi (“BLAB”) These companies have neither direct nor indirect capital and management relationships with the Group and accordingly are excluded from consolidation in the accompanying financial statements. As at 31 December 2010, the Group employed 7,883 personnel (31 December 2009: 6,643), consisting of 777 (31 December 2009: 653) administrative personnel, 5,953 (31 December 2009: 5,281) doctors, nurses and medical personnel and 1,153 (31 December 2009: 709) personnel employed on contractual basis. Financial reports - Acıbadem Üniversitesi (“Acıbadem Üniversite”) 123 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 2 Basis of presentation of the consolidated financial statements 2.1. Basis of presentation 2.1.1. Statement of compliance The Group maintains its book of accounts and prepares its statutory financial statements in TL in accordance with the Turkish Uniform Chart of Accounts promulgated by Capital Markets Board of Turkey (“CMB”), Turkish Commercial Code and Turkish Tax Code. The accompanying consolidated financial statements, legal records, and corrections based on the classification of the financial statements reflect the principle of truth in the CMB accounting and reporting principles published by the appropriate authorities. The Group’s accompanying consolidated financial statements of Capital Market Board (“CMB”) 9 April 2008, and 26,842 of the Official Gazette Series XI, 29 No. “Basis for Financial Reporting in the Capital Markets” (“Communiqué No:XI-29”) was prepared in accordance with the provisions.According to the notification of the 5, companies will apply the form adopted by the European Union, The International Accounting/Financial Reporting Standards (“IAS / IFRS”).But Communiqué by the Transitional Article 2, 5 of the Communiqué The article in the implementation of the European Union adopted by the IAS / IFRS International Accounting Standards Board (“IASB”) published by differences Turkey Accounting Standards Board (“TASB”) announced by the till IAS / IFRS are applied. In this regard, the Company ended on 31 December 2010 consolidated financial statements for the period has been prepared in accordance of IAS / IFRS. CMB, 17 March 2005 have taken the decision, for the companies that are operating in Turkey and the CMB Accounting Standards financial statements prepared for, 1 January 2005 with effect from the application of inflation accounting is no longer required has been announced. So in the accompanying consolidated financial statements, since January 1, 2005, published by TASB No. 29 “Financial Reporting in hyperinflationary economies” standard (“TAS 29”) is not implemented. The accompanying consolidated financial statements of the Group have been approved by the board of directors of the Group on 8 April 2011. The general assembly of the shareholders and legal authorities have the authority to change the accompanying consolidated financial. Additional paragraph for convenience translation to English The differences between accounting principles, as described in the preceding paragraphs, and the accounting principles generally accepted in countries, in which the accompanying consolidated financial statements are to be distributed, may have significant influence on the accompanying consolidated financial statements. Accordingly, the Financial reports accompanying consolidated financial statements are not intended to present the financial position and results of 124 operations in accordance with the accounting principles generally accepted in such countries. accounting principles generally accepted in countries, in which the accompanying consolidated financial statements are to be distributed, may have significant influence on the accompanying consolidated financial statements. Accordingly, the accompanying consolidated financial statements are not intended to present the financial position and results of operations in accordance with the accounting principles generally accepted in such countries. 2.1.2. Functional and presentation currency These consolidated financial statements are presented in TL, which is the Group’s functional currency. All financial information presented in TL unless otherwise stated. All other currencies are stated full unless otherwise stated. Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 2.1.3. Basis of consolidation As at 31 December 2010, the consolidated financial statements comprised the accounts of Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and its subsidiaries. (i) Subsidiaries The consolidated financial statements include the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities by (a) having a power over 50% of the voting rights acquired through shareholding interest held either directly or indirectly; (b) or having a power and authority to govern the financial and operating policies of the entity, so as to obtain benefits from its activities, although not having more than 50% of the voting rights. This power to control is evidenced when the Group is able to govern the financial and operating policies of an enterprise so as to benefit from its activities. Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. As at 31 December, the subsidiaries in which the Group owns direct or indirect controls their operations and the shareholding interests are given below: Subsidiary Acıbadem Polyclinics Acıbadem Labmed International Hospital International Hospital Sağlık Yatırımları Acıbadem Kayseri Acıbadem Mobil Konur Sağlık Shareholding percentage(%) 20102009 99.99 99.99 49.99 49.99 90.00 90.00 99.99 99.99 99.99 72.42 99.99 99.99 50.00 -- As at 31 December, ‘‘full consolidation method’’ is used to consolidate the financial statements of these subsidiaries. (ii) Transaction eliminated on consolidation The balance sheets and income statements of subsidiaries are consolidated by using the full consolidation method and investments in subsidiaries and related share capital reflected in the equity are eliminated. Net assets of the subsidiaries which are not directly and /or indirect under the control of the parent company not under the control of the parent company, is reflected as “Non-controlling Interest” line in the income statement. Transactions and balances between consolidated companies are eliminated during consolidation. Profit and loss occurred transactions of participation, main partnership and consolidated subsidiaries, were classified/ arranged in accordance with share of main partnership in participation. However, if losses after all these transactions showed the decline of value, then classification/arrangement did not exercise. 2.1.4. Comparative Information The accompanying consolidated financial statements are prepared comparatively to represent the trend in the financial position, financial performance and cash flows of the Group. If necessary, in order to meet the consistency with the presentation of the financial statements in the current period, comparative information is reclassed and reclassifications are summarized below. Financial reports are reflected as “Non-controlling Interest” line of the balance sheet, and the net profit or loss which is 125 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Social Security Instution (“SGK”) uses Medula System for all accounting and billing transactions with all hospitals which have agreements with SSI. A charge for this common usage of the system and additionally charges for the missing documentation made by the hospitals are deducted from payables to hospitals by SSI. As at 31 December 2010, the Group management decided to provide for these possible deductions from its receivables from SSI by considering the deduction rates realized in the past (Note 13). The Group also made the reclassifications below in order to meet the consistency with the presentation of the consolidated financial statements in the current period: For the year ended 31 December 2009, unearned finance income amounting to TL 1,014,027 that is presented in gross is classified into the changes in trade receivables and payables by the difference between two periods in consolidated statement of cash flow. For the year ended 31 December 2009, goodwill amounting to TL 53,462,129 that has been paid in cash for the purchase of subsidiaries reclassified under change in non-controlling interests and intangible assets in consolidated statement of cash flow. For the year ended 31 December 2009, consolidated statement of cash flow has been presented by subtracting tax income amounting to TL 18,680,623 and represented from the net profit amounting to TL 15,788,968. For the year ended 31 December 2009, gross change in financial liabilities in consolidated statement of cash flow is classified to loan received by TL 92,959,297, repayment of loans by 61,106,414, interest paid by TL 10,599,872, change in finance lease liabilities by TL 18,598,536 and interest expense by TL 9,696,479. For the year ended 31 December 2009, fixed assets acquired through the finance lease amounting to TL 19,058,930 have been presented under tangible assets are netted off with the change in finance lease liability that has been presented under the addition to tangible assets in consolidated statement of cash flow. For the year ended 31 December 2009, income accrual for inpatients amounting to TL 2,706,956 have been classified to inpatients income accruals under the heading of adjustments that has been presented under the changes in other current assets in consolidated statement of cash flow. For the year ended 31 December 2009, gain on sale of property and equipment amounting to TL 1,150,936 that has been presented under proceeds from sales of tangible assets have been classified to gain on sale of property and equipment under the heading of adjustments in consolidated statement of cash flow. 2.1.5. Changes is accounting policies The accounting policies set out below have been applied consistently by the Group to all periods presented Financial reports in the consolidated financial statements. The Group consistently recognizes measures and presents the 126 transactions, other events and situations with the same nature. Material changes in accounting policies or material errors (if any) are corrected, retrospectively; restating the prior period consolidated financial statements. i) Overview Starting as of 1 January 2010, the Group has changed its accounting policies in the following areas: • Accounting for business combinations • Accounting for increases in non-controlling interests • Presentation of financial statements • Financial liabilities and borrowing costs ii) Accounting for business combinations From 1 January 2010, the Group has applied IFRS 3 Business Combinations (2008) in accounting for business Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated combinations. The change in accounting policy is applied prospectively and had no material impact on earnings per share (“EPS”). Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable. Acquisitions on or after 1 January 2010 For acquisitions on or after 1 January 2010, the Group measures goodwill at the acquisition date as: • the fair value of the consideration transferred; plus • the recognised amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less • the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of preexisting relationships. Such amounts are generally recognised in profit or loss. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. Acquisitions before 1 January 2010 For acquisitions before 1 January 2010, goodwill represents the excess of the cost of the acquisition over the Group’s interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative, a bargain purchase gain was recognised immediately in profit or loss. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with business combinations were capitalised as part of the cost of the acquisition. iii) Accounting for increases in non-controlling interests From 1 January 2010, the Group has applied IAS 27 Consolidated and Separate Financial Statements (2008) in accounting for acquisitions of non-controlling interests. The change in accounting policy has beeen Under the new accounting policy, acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions. The adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. Previously, goodwill was recognised on the acquisition of non-controlling interests in a subsidiary, which represented the excess of the cost of the additional investment over the carrying amount of the interest in the net assets acquired at the date of the transaction. iv) Presentation of financial statements As explained in Note 2.1.7, the Group adopted Revised TAS “Presentation of Financial Statements”. As a result of this adoption, the Group started to present the statement of changes in equity with transactions with shareholders. To be in line with revised TAS 1, the change is also applied retrospectively. The change Financial reports applied prospectively and has had no material impact on EPS. 127 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated in accounting standards only affects the presentation of financial statements and does not have an effect on earnings per share. IFRS 8 “Operating Segments” amended to state that segment information for total assets only required if such information is regularly reported to chief operating decision-maker. The revised IFRS 8 is applied on the 2010 financial statements of the Company and do not have any effect on the financial statements of the Company. v) Financial liabilities and borrowing costs Financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest method, through the life of related financial liabilities. Revised IAS 23 “Borrowing Costs” removes the option to expense borrowing costs and requires that an entity capitalizes borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. The revised IAS 23 is applied on the accompanying 2009 consolidated financial statements. Other borrowing costs are expensed in the consolidated statement of comprehensive income. 2.1.6. Changes in accounting estimates and errors Effect of changes in accounting estimates affecting current period (if any) is recognized in the current period; effect of changes in accounting estimates affecting current and future periods is recognized in the current and also in future periods. 2.1.7. New Standards and Interpretations Adopted in 2010 Revised IFRS 5 “Non-current assets Held for Sale and Discountinued Operations” clarifies that the required disclosures for non-current assets (or disposal groups) classified as held for sale or discontinued operations are specified in IFRS 5. The revised IFRS 5 is applied on the 2010 financial statements of the Company and do not have any effect on the financial statements of the Company. Revised IAS 1 “Presentation of Financial Statements” The amendments clarify that the classification of the liability component of a convertible instrument as current or non-current is not affected by terms that could, at the option of the holder of the instrument, result in settlement of the liability by the issue of equity instruments. The revised IAS 1 is applied on the 2010 financial statements of the Company and do not have any effect on the financial statements of the Company. Financial reports Revised IAS 7 “Statement of Cash Flows” The amendments clarify that only expenditures that result in the 128 recognition of an asset can be classified as a cash flow from investing activities. Changes in the standard do not have any impact on the cash flow of the Company. Revised to IAS 17 “Leases” The International Accounting Standarts Board (“IASB”) deleted guidance stating that a lease of land with an indefinite economic life normally is classified as an operating lease, unless at the end of the lease term title is expected to pass to the lessee. The amendments clarify that when a lease includes the land and building elements, an entity should determine the classification of each element based on paragraphs 7 - 13 of IAS 17, taking account of the fact that land normally has an indefinite economic life. The revised IAS 17 is applied on the 2010 financial statements of the Company and do not have any effect on Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated the financial statements of the Company. Revised IAS 36 “Impairment of Assets” The amendments clarify that the largest unit to which goodwill should be allocated is the operating segment level as defined in IFRS 8 before applying the aggregation criteria of IFRS 8. The amendments apply prospectively. Changes in the standard do not have any impact on the impairment tests of the Company. IAS 38“Intangible Assets” Amendments clarify the description of valuation techniques commonly used to measure fair value of intangible assets acquired in a business combination for which no active market exists. The revised IAS 38 is applied on the 2010 financial statements of the Company and do not have any effect on the financial statements of the Company. Amendments to IAS 39 “Financial Instruments: Recognition and Measurement” The amendments: • provide additional guidance on determining whether loan prepayment penalties result in an embedded derivative that needs to be separated; • clarify that the scope exemption in IAS 39 paragraph 2(g) is restricted to forward contracts, i.e. not options, between an acquirer and a selling shareholder to buy or sell an acquiree that will result in a business combination at a future acquisition date within a reasonable period normally necessary to obtain any required approvals and to complete the transaction; and • clarify that the gains or losses on a cash flow hedge should be reclassified from other comprehensive income to profit or loss during the period that the hedged forecast cash flows impact profit or loss. 2.1.8. New Standards and Interpretations Not Yet Adopted As At 31 December 2010 As at 31 December 2010, some new standards, amendments to standards and interpretations which are not effective have not been applied during the preparation of the accompanying consolidated financial statements. The amendments which are presented below have not been isuued by Turkish Accounting Standarts Board (“TASB”) yet, but is prospected near future, these have been took place in International Financial Reporting Standard (“IFRS”) however, do not any effect on the accompanying consolidated financial statements of the Group. As at 31 December 2010, the Turkish Accounting Standarts Board (“TASB”) issued two narrow amendments to IFRS 1. The first amendment replaces references to a fixed transition date of ‘1 January 2004’ with ‘the date of transition to IFRSs’, thus eliminating the need for companies adopting IFRSs for the first time to restate derecognition how an entity should resume presenting financial statements in accordance with IFRSs after a period when the entity was unable to comply with IFRSs because its functional currency was subject to severe hyperinflation. IFRS 7 “Financial Instruments” is amended to add an explicit statement that the interaction between qualitative and quantitative disclosures better enables users to evaluate an entity’s exposure to risks arising from financial instruments. The amendment is effective for annual periods beginning on or after 1 January 2011 and it is not expected to have any impact on the financial statements. IFRS 7 “Financial Instruments” is amended to will allow users of financial statements to improve their understanding of transfer transactions of financial assets (for example, securitisations), including understanding Financial reports transactions that occurred before the date of transition to IFRSs. The second amendment provides guidance on 129 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated the possible effects of any risks that may remain with the entity that transferred the assets. The amendments also require additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period. IFRIC 13 “Customer Loyalty Programmes - Fair Value of Award Credit” amended to state that the fair value of award credits takes into account the amount of discounts or incentives that otherwise would be offered to customers that have not earned the award credits. The amendment is effective for annual periods beginning on or after 1 January 2011 and it is not expected to have any impact on the financial statements. IAS 34 “Interim Financial Reporting - Significant Events and Transactions” A number of examples have been added to the list of events or transactions that require disclosure under IAS 34. The amendment is effective for annual periods beginning on or after 1 January 2011 and it is not expected to have any impact on the financial statements. IAS 27 “Consolidated and Separate Financial Statements – Transition requirements for amendments made as a result of IAS 27 (2008) to IAS 21, IAS 28 and IAS 31” Consequential amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates, IAS 28 Investments in Associates and IAS 31 Interests in Joint Ventures (as a result of prior amendments to IAS 27) to be applied prospectively, except for the amendments to IAS 28 and IAS 31 that solely are the result of renumbering in IAS 27 (2008). The amendment is effective for annual periods beginning on or after 1 January 2011 and it is not expected to have any impact on the financial statements. IFRS 9 “Financial Instruments” has been issued on November 2009, by the IASB as the first step in its project to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. The guidance in IAS 39 on impairment of financial assets and hedge accounting continues to apply. The amendment is effective for annual periods beginning on or after 1 January 2013, although entities are permitted to adopt them earlier Prior periods need not be restated if an entity adopts the standard for reporting periods beginning before 1 January 2013. Amendments to IFRIC 19 “Extinguishing Financial Liabilities with Equity Instruments” addresses the accounting by an entity when the terms of a financial liability are renegotiated and result in the entity issuing equity instruments to a creditor of the entity to extinguish all or part of the financial liability. It does not address the accounting by the creditor. The amendment is effective for annual periods beginning on or after 1 July 2010 and earlier application is permitted. It is not expected to have any impact on the financial statements. IASB issued interpretations about prepayments of a minimum funding (interpretations for IFRIC 14) on 26 Financial reports November 2009. The amendments to IFRIC 14, which is itself an interpretation of IAS 19 applies in the limited 130 circumstances when an entity is subject to minimum funding requirements and makes an early payment of contributions to cover those requirements. The amendment permits such an entity to treat the benefit of such an early payment as an asset. The amendment, Prepayments of a Minimum Funding Requirement, has an effective date for mandatory adoption of 1 January 2011, with early adoption permitted. The revised IAS 24 “Related Party Disclosures” amends the definition of a related party and modifies certain related party disclosure requirements government-related entities. The main changes to IAS 24 are: • A partial exemption from the disclosure requirements for transactions between a government-controlled reporting entity and that government or other entities controlled by that government; and • Amendments to the definition of a related party. IASB agreed that the partial exemption from the disclosure requirements should be required to be made retrospectively, because this should result in a reduction of ‘clutter’ in the footnotes and an identification of Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated better information about the nature and extent of significant transactions with the government. In addition, IASB agreed that the definition of a related party should also be applied retrospectively from the effective date. In addition, the Board agreed that an entity should be permitted to adopt the partial exemption for governmentcontrolled entities before the effective date even if it does not adopt the amended definition of related party until a later date. The International Accounting Standards Board (IASB) has issued amendments to IAS 12 Income Taxes as at 31 December 2010. The amendments set out in Deferred Tax: Recovery of Underlying Assets, result from proposals published for public comment in an exposure draft in September. IAS 12 requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. It can be difficult and subjective to assess whether recovery will be through use or through sale when the asset is measured using the fair value model in IAS 40 Investment Property. The amendment provides a practical solution to the problem by introducing a presumption that recovery of the carrying amount will, normally be , be through sale. As a result of the amendments, SIC-21 Income Taxes—Recovery of Revalued Non-Depreciable Assets would no longer apply to investment properties carried at fair value. The amendments also incorporate into IAS 12 the remaining guidance previously contained in SIC-21, which is accordingly withdrawn. The amendment is effective for annual periods beginning on or after 1 January 2012. 2.1.9. Offsetting The Group’s financial assets and liabilities are offset and the net amount is presented in the balance sheet when and only when there is a legally enforceable right to set off the amounts and there is an intention to Financial reports settle on a net basis or to realize the asset and settle the liability simultaneously. 131 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 2.2. Summary of significant accounting policies Significant accounting policies applied during the preparation of the consolidated financial statements are summarized as follows: 2.2.1. Revenue Revenue of the Group comprised the income from the inpatient/outpatient services given at the hospitals, polyclinics, laboratories and eye centers of the Group. The revenues for these services are mostly realized in cash or collectible from the insurance companies. The interest rate which reduces the nominal value of the related service to its cash sale price is used to determine the present value of the receivables. The difference between the nominal value of the sale price and the fair value obtained by this way is reflected as interest income to the related periods. When an uncertainty arises about the collectability of an amount already included in revenue, the doubtful receivable amount is recognized as an expense, rather than as an adjustment of the revenue already recognized. Net sales represents invoiced gross sales amount minus returns and discounts. 2.2.2. Inventories Inventories are stated at the lower of cost or net realizable value. Cost elements included in inventories are all procurement costs, conversion costs and all other relevant costs in bringing the inventories into their current state of location. The cost of inventories is determined on the weighted average basis. Net realizable value is the estimated selling price in the ordinary course of the business, less the selling expenses. 2.2.3. Tangible assets i) Recognition and measurement The costs of tangible assets purchased before 1 January 2005 are restated for the effects of inflation current at 31 December 2004 less accumulated depreciation and impairment losses. The costs of tangible assets purchased after 31 December 2004 are carried at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and capitalized borrowing costs. ii) Subsequent expenditures The cost of replacing part of an item of tangible asset is recognised in the carrying amount of the item if it is Financial reports probable that the future economic benefits embodied within the part will flow to the Group. The costs of the day- 132 to-day servicing of tangible asset are recognised in the consolidated statement of income comprehensive as incurred. iii) Depreciation Depreciation is recognized on a straight-line basis over the useful lives of the tangible assets from the date of acquisition or assembly. Leasehold improvements are depreciated on a straight-line basis over the lease period. Depreciation expenses are presented under cost of sales on the consolidated statement of comprehensive income. Land is not depreciated, since useful live of it is accepted as infinite. Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated The estimated useful lives are as follows: Buildings50 years Machinary and equipments 3-20 years Vehicles4-7 years Furniture and fixtures 3-50 years Leased Assets 5-12 years Leashold improvements During the lease period Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. iv) Disposal Gains and losses on disposal of an item of tangible asset are recognised in related profit or loss account, their costs and accumulated depreciations are written off from related accounts. 2.2.4.Intangible assets Intangible assets consist of acquired software and other intangible assets. The costs of intangible assets purchased before 1 January 2005 are restated for the effects of inflation current at 31 December 2004 less accumulated amortization and impairment losses. The costs of intangible assets purchased after 31 December 2004 are carried at cost less accumulated amortization and impairment losses. The carrying amount of an intangible asset is reduced to its recoverable amount if there is impairment. i) Amortization Intangible assets are amortized on a straight-line basis in the income statement over their estimated useful lives for a period. The estimated useful lives for the current periods are as follows: Software 3-14 year Other intangible assets 3-14 year 2.2.5. Goodwill After 1 January 2005, in accordance with TFRS 3 “Business Mergers”, the excess amount of fair value of identified assets, liabilities and conditional liabilities that are acquired purchasing price over is recorded as goodwill. The goodwill arising from the merger is not amortised. Goodwill is subject to impairment test once a year or more frequently when there is an indication of impairment. i) Financial assets A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. All impairment losses are recognized in the consolidated statement of comprehensive income. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. The reversal of the impairment in respect of the discounted financial assets is Financial reports 2.2.6. Impairment of assets 133 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated recognized in the consolidated statement of comprehensive income. ii) Non-financial assets At each balance sheet date the Group reviews the carrying amount of the assets to determine whether there is an indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. Impairment losses are recognized if the carrying amount of the assets or the cash generating unit exceeds its estimated recoverable amount. Assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets. Impairment losses are recognized in the consolidated statement of comprehensive income. Impairment losses recognized in respect of the cash generating units are allocated first to reduce the carrying amount of goodwill then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to that asset. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. According to TAS 36 “The Standard on Impairment of Assets”, if there are changes in conditions and circumstances that would be an indication of impairment in goodwill, the impairment tests are performed more frequently than once a year. 2.2.7. . Financial Instruments i) Non derivative financial assets The Group initially recognises receivables on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which Financial reports substantially all the risks and rewards of ownership of the financial asset are transferred. 134 The difference between the initial amount of the financial assets and their present value as determined by discounting their repayment amounts by applying the effective interest rate is reflected in the consolidated financial statements. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Non-derivative financial assets of the Group comprise trade and other receivables, cash and cash equivalents. ii) Non derivative financial liabilities Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Non-derivative financial liabilities of the Group comprise loans and trade payables and other payables. Financial liabilities are initially recorded at their initial costs less any transaction costs. In the periods subsequent to their initial recognition the difference between their initial amounts their present value as determined by discounting their repayment amounts by applying the effective interest rate is reflected in the consolidated statements of comprehensive income. iii) Paid-in capital Ordinary shares are classified as paid-in capital. iv) Derivative financial instruments The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Derivatives are recognised initially at acquisiton cost; attributable transaction costs are recognised in profit or loss when incurred. Subsequent to initial recognition, derivatives are measured at fair value. The Group’s derivative financial instrument consists of mainly forward transactions and interest rate swap. Although these financial instruments provide effective economic protection against risks, they are accounted for as derivative financial instruments reflected as trading securities or other financial liabilities because they do not meet the hedge accounting criteria under TAS 39. 2.2.8. Foreign Currency Transactions Transactions in foreign currencies have been translated to TL at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies have been translated into TL at the exchange rates prevailing at the balance sheet dates. Foreign exchange gains or losses arising from the settlement of such transactions and from the translation of monetary assets and liabilities are recognized in the consolidated statement of comprehensive income. As at 31 December, Central Bank of the Republic of Turkey (“Central Bank”)’s buying foreign currency rates are as follows: 2010 2009 US Dollar (“USD”) 1.5460 1.5057 Euro2.0491 2.1603 2.2.9. Earnings per share Earnings per share disclosed in the consolidated statement of comprehensive income is determined by dividing net earnings by the weighted average number of shares that have been outstanding during the related period In Turkey, companies can increase their share capital by making a pro-rata distribution of shares (“bonus shares”) to existing shareholders from retained earnings and inflation adjustments on equity items. Such bonus shares are taken into consideration in the computation of earnings per share as issued share certificates. For the purpose of earnings per share computations, the weighted average number of shares outstanding during the period has been adjusted in respect of bonus shares issued without a corresponding change in resources, by giving them retroactive effect for the year in which they were issued and each earlier year. 2.2.10. Subsequent events Subsequent events cover all the events between balance sheet date and the date of authorization for release Financial reports concerned. 135 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated of the financial statements even if these events arise after any announcement about profit or loss or disclosures of selected financial information to the public. If there has been events after the balance sheet date that would require the restatement of the consolidated financial statements; the Group restates the consolidated financial statements accordingly. If such events are significant but do not require the restatement of the consolidated financial statements, they are disclosed in the related notes. 2.2.11. Provisions, Contingent Assets and Liabilities A provision is recognized in the accompanying consolidated financial statements if as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Contingent liabilities are reviewed to determine if there is a possibility that the outflow of economic benefits will be required to settle the obligation. Except for the economic benefit outflow possibility is remote such contingent liabilities is disclosed in the notes to the financial statements. If the inflow of economic benefits is probable contingent assets have been disclosed in the notes to the financial statements. If the inflow of the economic benefit is more than likely to occur such asset and income statement effect has been recognized in the financial statements at the relevant period that income change effect occurs. 2.2.12. Leasing transactions Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. The tangible assets acquired through financial leasing in the Group’s consolidated balance sheet, are recorded on the asset side at the lower of its fair value or the present value of the minimum lease payments, and related obligation is reflected on the liability side at the present value of the minimum lease payments. Interest element included in the lease instalments are reflected in the consolidated income statement. The tangible assets obtained by way of financial leases are depreciated through their useful lives. When the lease period is shorter than the useful life of the leased asset and it is not certain whether the Group will purchase the leased asset at the end of the lease period, it is depreciated during the period of lease. When the leased asset’s useful life is shorter than leased period, leased assets are depreciated during the useful life. The lease transactions are classified as operational leasing where the risks and rewards are on the part Financial reports of the lessor. Operational lease payments are recorded as expense in the consolidated statement of 136 comprehensive income on a linear basis. 2.2.13. Related parties Subsidiaries, shareholders of the Group and companies of the shareholders, and also other companies managed by these companies or related to these companies and managers and directors of these companies are referred to as related parties in the accompanying consolidated financial statements. In general, the Group may enter into ordinary transactions with the related parties. 2.2.14. Segment reporting The Group’s main business activity consists of inpatient, outpatient and emergency care services. As a result of the activity variation, the Group sales are allocated as inpatients, outpatients and hospital branches. All Group Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated sales have been realized in domestic basis; accordingly no geographical classification has been presented. The operating segments of the Group are presented in Note 4. 2.2.15. Income taxes Income tax comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Transfer pricing regulations In Turkey, the transfer pricing provisions have been stated under the Article 13 of the Corporate Tax Law with the heading of “disguised profit distribution via transfer pricing”. The General Communiqué on disguised profit distribution via Transfer Pricing, dated 18 November 2007 sets details about implementation. If a taxpayer enters into transactions regarding the sale or purchase of goods and services with related parties, where the prices are not set in accordance with the arm’s length principle, then related profits are considered to be distributed in a disguised manner through transfer pricing. Such disguised profit distributions through transfer 2.2.16. Employee Benefits In accordance with the existing Labour Law in Turkey, the Group entities operating in Turkey are required to make lump-sum payments to employees who have completed one year of service and whose employment is terminated without cause or who retire, are called up for military service or die. In the accompanying consolidated financial statements, the Group has used statistical valuation method to estimate its obligation. As at 31 December, the following assumptions were used in the calculation of the total liability: 2010 Discount rate %4.66 Turnover rate %77 2009 %5.92 %77 Financial reports pricing are not accepted as tax deductible for corporate income tax purposes. 137 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Reserve for employee termination benefits is calculated based on the ceiling amount which is determined by the Government. As at 31 December 2010 and 31 December 2009, the ceiling amount has been limited to TL 2,517 and TL 2,365 per year of employment, respectively. The liability is not funded, as there is no funding requirement. 2.2.17. Cash Flows Statement Cash flows for the period are reported based on operating, investing and financing activities. Cash flows from operating activities represent the Group’s cash flows generated from operating activities. The Group presents the cash flows by using the indirect method such as adjusting the accruals for cash inflows and outflows from gross profit/loss, other non-cash transactions, prior and future transactions or deferrals. Cash flows from investing activities represent the cash flows used in/provided from investing activities (capital expenditures). Cash flows from financing activities represent the funds used in and repayment of the funds during the period. Cash and cash equivalents, represents on cash on hand and deposits at banks with a maturity less than three months and investments which have a maturiy less than three months at the date of initial recognition. Cash and cash equivalents included in the cash flow statement comprise cash and bank deposits and financial assets which mature in less than three months. 2.2.18. Expenses Expenses are accounted for on accrual basis. Expenses related to cost of sales and operating expenses are recognized as they incur. Rent payments are recorded as expense on installments in the consolidated comprehensive income statement during the rent period. Financial incomes and expenses Interest income and expenses in income statement are accounted on accrual basis considering the effective interest rate and applicable variable interest rate on the related asset. Interest income and expenses consist of the present value of the difference or premium or discount of the accounted value of an interest bearing instrument and the due date value calculated with the effective interest rate system. Finance expenses related to the investment cost can be capitalized during the investment process. 2.3. Use of estimates and judgements Financial reports The preparation of consolidated financial statements requires management to make judgments, estimates and 138 assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In preparation of the consolidated financial statements, the significant estimates and judgments used by the Group are as follows: Note 2.2.3- 2.2.4 - Useful life of tangible and intangible assets Note 7 - Provision for impairment on trade receivables Note 13 - Provisions, contingent assets and liabilities Note 15 - Employee benefits Note 25 - Tax assets and liabilities Note 29 - Financial instruments: Fair value disclosures Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Business combinations International Hospital a) The Group purchased 50% of the shares of International Hospital on 20 August 2005 from Hospimed Health Corporation at a share purchase price of USD 25,000,000. 52% of purchase price paid in cash and the remaining USD 12,000,000 is payable in four instalments on quarterly basis. A preliminary share valuation report was prepared by a brokerage firm on 26 August 2005 in respect of the share acquisition based on the unaudited financial statements of International Hospital İstanbul for the year ended 31 December 2004 and for the six-month period ended 30 June 2005. The share acquisition price was determined on the basis of market conditions, expectations and negotiations conducted by parties rather than the preliminary share valuation report and hence no final valuation report was deemed necessary as the parties had reached agreement. The preliminary share valuation report was prepared by using International Valuation Methods including the asset method, discounted cash flow method and market multiple factors method. Because the discounted cash flow and the market price multiplier factors methods reflected better the ability of the company to generate net worth compared to the net asset value method, the value of the shares was determined as USD 52,5 million and USD 55,6 million, respectively. The equity value computed as a result of these two methods is set out below: Method Equity value Based on net assets value method USD 21.9 million Based on discounted cash flow method USD 52.5 million Based on market price multiplier method USD 55.6 million According to the expertise report dated 17 December 2005 prepared by Acıbadem Proje, a related party of the Group, for the hospital building of International Hospital, the fair value of the hospital land and building were separately determined as TL 18,250,375 (equivalent to USD 13,750,000) and TL 27,873,300 (equivalent to USD 21,000,000), respectively. b) The Group has increased its share to 90% as of 27 March 2009 by purchasing 40 % (400.000 share) of International Hospital from the Hospimed Health Corporation in accordance with the decision of Board of Directors meeting dated 27 March 2009. The amount for purchasing of these shares is USD 32,436,750 and USD 20,436,750 of this amount has been paid, and remaining USD 12,000,000 will be paid in quarterly installments until the end of 2011. Additionally, a purchasing option has been determined for 9.99% of capital with 99.990 shares, until the end of 2012. The Group has a right to use its option to buy these shares with a payment of USD 15,000,000 in any date of the period until the end of 2012. As at 29 December 2009, an appraisal report has been prepared by a consultancy firm in order to determine the market value of International Hospital. The financial statements based on the analysis performed in this appraisal report are audited and prepared in accordance with IFRS. The updated financial figures of 2009 are also taken into consideration in the preparation of this appraisal report. The appraisal report was prepared by using International Valuation Methods including the net asset value method, discounted cash flow method and market price multiplier method. An independent real estate value assessment report is taken into consideration for the valuation of the Group’s tangible assets. Net assets value is not used since the discounted cash flow and the market price multiplier methods reflected better the ability of the company to generate net worth compared to the net asset value method. Financial reports 3 139 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated The value computed as a result of each methods is set out below: Method Value (100%) Based on discounted cash flow method Between TL 90 millon-TL 123 million Based on market price multiplier method Between TL 96 million-TL 101 million Based on net asset value method TL 27,1 million As per the real estate assesment report dated 30 June 2009; the value determined for land and buildings was TL 11,281,569 for machinary and equipment was TL 2,032,335 for furnitures and fixtures was TL 2,142,673 for vehicles was TL 50,008 and for rights was TL 428,878. Acıbadem Kayseri Group increased its ownership percentage to 99.99 % by acquiring 27.58 % of Acıbadem Kayseri’s outstanding shares from other third party shareholders at an amount of TL 8,263,435 based on a decision taken at board of directors meeting held on 11 October 2010. TL 6,197,576 was paid as of reporting balance sheet date and remaining TL 2,065,859 was paid during 2011. Resulting additional goodwill amount due to the acquisition is accounted under Retained Earnings/ (Accumulated Loss) account in accordance with revised IFRS 3 (Note 18). 31 December 2010 Acquisition Amount 8,263,435 Net Book Value of the Subsidiary (Additional 27.58% acquisition) (2,751,694) Goodwill (11 October 2010) 5,511,741 Net Book Value of the goodwill 5,511,741 4 Segment reporting The Group’s main business activity consists of inpatient, outpatient and emergency care services. The Group sales are allocated as inpatients, outpatients and hospital branches. As at 31 December 2010, composition of sales and cost of sales of the Group is as follows: Financial reports According to the type of treatment 140 1 January - 31 December 2010 Type of Number of Net Sales Tedavi türüne göre raporlama Treatment Patient Net Sales Ratio (%) Cost of Sales Gross Profit Inpatients 99,124 414,145,16357337,485,44276,659,721 Outpatients1,960,788 317,437,36743252,192,21365,245,154 Total731,582,530 100 589,677,655 141,904,875 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 1 January - 31 December 2009 Type of Number of Net Sales Tedavi türüne göre raporlama Treatment Patient Net Sales Ratio (%) Cost of Sales Gross Profit Inpatients 70,547 285,936,24351246,545,66339,390,580 Outpatients1,632,354 272,896,53349232,018,48940,878,044 Total558,832,776 100 478,564,152 80,268,624 According to the hospitals 1 January - 31 December 2010 İstanbul Tedavi türüne göre raporlama Revenues Cost of sales (-) Gross Profit Other than Istanbul Total 554.223.286 177.364.902 731.582.530 (407.956.448) (181.721.207) (589.677.655) 146.266.838 (4.356.305) Operating expenses 141.904.875 (77.681.160) Other operating income/expense (net) (2.185.149) Financial income/expense (net) (43.780.313) Tax expense (8.089.830) Net profit for the periıod 10.168.423 1 January - 31 December 2009 İstanbul Tedavi türüne göre raporlama Cost of sales (-) Gross Profit 447.143.298 111.689.480 558.832.776 (342.371.341) (136.192.810) (478.564.152) 104.771.957 (24.503.330) 80.268.624 Operating expenses (58.042.519) Other operating income/expense (net) 1.061.111 Financial income/expense (net) 5 Total (26.178.871) Tax expense 18.680.623 Net profit for the periıod 15.788.968 Cash and cash equivalents As at 31 December 2010, cash and cash equivalents comprised the following: Cash on hand Banks – demand deposits Banks – time deposits Mutual fund (B type liquid fund) Credit card receivables 31 December 2010 31 December 2009 424,837 433,845 4,985,662 1,406,795 18,249,666 16,808,973 147,676 -- 2,177,396 636,705 25.985.237 19.286.318 Financial reports Revenues Other than Istanbul 141 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December 2010 time deposits are matured between 1-11 days (31 December 2009: 1-11 days) in order to meet the Group’s urgent needs in TL. The effective interest rates for the time deposits in TL were between 6% and 7% (31 December 2009: 6.50% - 9.25%). As at 31 December 2010, the Group has blocked deposits at an amount of TL 16,512,214 (31 December 2009: TL 5,925,000) in Türkiye Garanti Bankası Anonim Şirketi (‘‘Garanti Bankası’’) in purpose of a guarantee for six month periodic interest payments of bank borrowing amounting to USD 196,000,000. As at 31 December 2010, the interest and maturity details of time deposits at banks are as follows: I nterest 31 December 2010 Rate (%) Currency Maturity Principal Interest Type Amount (TL) Accruals Total Time deposit 7.00% 10.01.2011 TL 16,512,214 3,167 16,515,381 Time deposit 6.00% 03.01.2011 TL 1,234,000 203 1,234,203 Time deposit 6.00% 03.01.2011 TL 500,000 82 500,082 18.249.666 I nterest 31 December 2010 Rate (%) Currency Maturity Principal Interest Type Amount (TL) Accruals Total Time deposit 9.25% 11.01.2010 TL 12,662,000 3,205 12,665,205 Time deposit 7.25% 04.01.2010 TL 2,743,030 488 2,743,518 Time deposit 6.50% 04.01.2010 TL 920,000 164 920,164 Time deposit 6.50% 04.01.2010 TL 280,000 50 280,050 Time deposit 6.50% 04.01.2010 TL 200,000 36 200,036 16.808.973 For purposes of the statement of cash flows, cash and cash equivalents include bank deposits and short-term investments that are easily convertible to cash with high liquidity and with a maturity of up to three months. Cash and cash equivalents included in the statement of cash flows for the periods ended 31 December is Financial reports comprised of the followings: 142 2010 Cash on hand Banks – demand deposits Banks – time deposits Mutual fund (B type liquid fund) 2009 424,837 433,845 4,985,662 1,406,795 18,249,666 16,808,973 147,676 -- Credit card receivables 2,177,396 636,705 Less: Interest accruals (3,452) (51,976) 25.981.785 19.234.342 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Financial liabilities As at 31 December, short term financial liabilities comprised the following: Short term bank borrowings and short term portion of long term bank borrowings Financial lease liabilities, net 31 December 2010 31December2009 77,722,338 34.613.235 14,080,748 6.439.898 91,803,086 41.053.133 As at 31 December, long term financial liabilities comprised the following: 31 December 2010 296.198.560 Long term bank borrowings Financial lease liabilities, net 31December2009 316.988.060 83.729.844 65.410.820 379.928.404 382.398.880 Bank borrowings As at 31 December, the details of short term bank borrowings comprised the following: Bank Name Garanti Bankası A.Ş. Type Currency type Operating Denizbank Operating Türkiye İş Bankası Anonim Şirketi (“İş Bankası”) Operating Garanti Bankası A.Ş. Garanti Bankası A.Ş. Garanti Bankası A.Ş. Tax Operating Tax Garanti Bankası A.Ş. Operating Türkiye İş Bankası Anonim Şirketi (“İş Bankası”) Operating T. Vakıflar Bankası A.Ş. Garanti Bankası A.Ş. Garanti Bankası A.Ş. Garanti Bankası A.Ş. TEB Denizbank Yapı ve Kredi Bankası Anonim Şirketi İş Bankası Bahreyn Branch Tax Tax Tax Operating Vehicle Operating Tax Operating Original currency amount Interest Rate(%) 31 December 2010 TL 18.676.000 7,50 18.676.000 TL 10.700.000 7,35 10.700.000 TL 3.000.000 7,60 3.000.000 TL 2.882.686 -- 2.882.686 TL 2.400.534 7,60 2.400.534 TL 285.219 -- 285.219 TL 250.053 7,50 250.053 TL 210.996 7,50 210.996 TL 200.442 -- 200.442 TL 191.778 -- 191.778 TL 153.989 -- 153.989 TL 79.300 7,50 79.300 TL 40.908 11,50 40.908 TL 29.368 7,60 29.368 TL 6.705 -- 6.705 USD 2.011.183 3,30 3.109.289 42.217.267 Short term portion of long term bank borrowings: Currency Bank name Type Type Garanti Bankası Investment Türkiye Vakıflar Bankası T.A.O Investment (“Vakıfbank”) Bayerische Hypovereinsbank AG Hermes Financial reports 6 143 Original Currency Amount Interest Rate (%) 31 December 2010 USD 18.339.657 Libor + 3,9 28.353.109 USD 2.518.917 Libor +4,25 3.894.246 Euro 1.589.828 Euribor +0,625 3.257.716 35.505.071 77.722.338 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December the details of long term bank borrowings comprised the following: Name of the Bank Garanti Bankası Type Investment Currency Original Amount Interest Rate (%) 31 December 2010 USD 182.000.000 Libor + 3,9 281.372.000 Vakıfbank Bayerische Hypovereinsbank AG Investment USD 7.500.000 Libor +4,25 11.595.000 Hermes Euro 1.577.063 Euribor +0,625 3.231.560 296.198.560 As at 31 December 2010, repayment schedule of the long term bank borrowings Group is as follows: Years Currency type Original currency amount TL amount 2012 USD 30.500.000 47.153.000 2013 USD 30.500.000 47.153.000 2014 USD 30.500.000 47.153.000 2015 USD 28.000.000 43.288.000 2016 USD 28.000.000 43.288.000 2017 USD 28.000.000 43.288.000 2018 USD 14.000.000 21.644.000 2012 Euro 1.577.063 3.231.560 296.198.560 As at 31 December 2010, the maturities of bank borrowings are as follows: Maturity 0 – 3 months 3 months – 1 year 31 December 2010 38.826.706 38.895.632 1 - 5 years 187.978.560 5 years and more 108.220.000 373.920.898 According to the bank borrowing agreement signed with Garanti Bankası that has a limit of USD 200,000,000; the Group has committed to comply some financial covenants and as at 31 December 2010, the Group complies with Financial reports all covenants. 144 As at 31 December 2010, the guarantees given related to the bank borrowings are as follows: Type of Guarantee Mortgage Currency Type USD 31 December 2010 Original currency amount 164.865.000 TL Amount 254.881.290 Commercial Pledge TL -- 600.000.000 Blocked Deposit TL -- 16.512.214 164.865.000 871.393.504 Garanti Bankası has 1st and 2nd degree of pledges on the shares of the Company owned by Almond Holding A.Ş. and the Company’s shares at its subsidiaries (Note 14). Additionally, the Group has assigned 80% of the trade receivables as a guarantee (Note 7) to the banks. Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December 2009, short term bank borrowings comprised the following: Bank name Türkiye İş Bankası Anonim Şirketi (“İş Bankası”) Tekstil Bankası Anonim Şirketi (“Tekstil Bankası”) Garanti Bankası Type Operating Currency type Original Currency Amount Interest Rate (%) 31 December 2009 TL -- 7,50 7.600.000 Operating TL -- 7,75 3.000.000 Tax TL -- -- 2.043.046 241.046 İş Bankası Tax TL -- -- Garanti Bankası Operating TL -- 10,00 210.331 Garanti Bankası Tax TL -- -- 165.574 Garanti Bankası Tax TL -- -- 138.813 Garanti Bankası Tax TL -- -- 136.587 Garanti Bankası Yapı ve Kredi Bankası Anonim Şirketi Garanti Bankası Tax TL -- -- 73.450 Tax Investment TL -- -- 14.823 USD 2.017.568 4,40 3.037.851 16.661.521 As at 31 December 2009, the details of short term portion of long term bank borrowings are as follows: Bank Name Garanti Bankası Türkiye Vakıflar Bankası T.A.O (“Vakıfbank”) Bayerische Hypovereinsbank AG Currency Original Currency Type Amount USD 9.615.104 Interest 31 December 2009 Rate (%) Libor + 3,9 14.477.462 USD 20.017 Libor +4,25 30.140 Euro 1.594.275 Euribor + 0,625 3.444.112 17.951.714 34.613.235 As at 31 December 2009, long term bank borrowings comprised the following: Garanti Bankası Currency Original Currency Type Amount USD 196,000,000 Interest 31 December 2009 Rate (%) Libor + 3.9 295,117,200 Vakıfbank USD 10,000,000 Libor +4.25 15,057,000 Bayerische Hypovereinsbank AG Euro 3,154,127 Euribor +0.625 6,813,860 316.988.060 Financial reports Bank Name 145 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December 2009, repayment schedule of the long term bank borrowings is as follows: Years Currency Type Original Currency Amount 2009 USD 16.500.000 TL Amount 24.844.050 2012 USD 30.500.000 45.923.850 2013 USD 30.500.000 45.923.850 2014 USD 30.500.000 45.923.850 2015 USD 28.000.000 42.159.600 2016 USD 28.000.000 42.159.600 2017 USD 28.000.000 42.159.600 21.079.800 2018 USD 14.000.000 2011 Euro 1.577.063 3.406.930 2012 Euro 1.577.063 3.406.930 316.988.060 As at 31 December 2009, the maturities of bank borrowings are as follows: Maturity 0 – 3 months 31 December 2009 3.023.669 3 months – 1 year 31.589.566 1 – 5 years 211.589.060 5 years and more 105.399.000 351.601.295 As at 31 December 2009, the guarantees given related to the bank borrowings are as follows: 31 December 2009 Type of guarantee Mortgage Currency Type USD Original Currency Amount 164.865.000 TL Amount 248.237.231 Pledge of assets TL -- 600.000.000 Blocked deposits TL -- 5.925.000 164.865.000 854.162.231 Financial reports Garanti Bankası has 1st and 2nd degree of pledges on the shares of the Company owned by Almond Holding A.Ş. 146 and the Company’s shares at its subsidiaries (Note 14). Additionally, the Company has assigned 80% of the trade receivables as a guarantee (Note 7) to the banks. Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Finance lease liabilities: As at 31 December, short term finance lease liabilities are as follows: Financial lease liabilities Deferred financial lease liabilities (-) 31 December 2010 21.763.748 31 December 2009 13.150.028 (7.683.000) (6.710.130) 14.080.748 6.439.898 As from December 31, the debts of the Group arising from long-term financial leasing liabilities are as follows: Financial lease liabilities Deferred financial lease liabilities(-) 31 December 2010 107,639,335 31 December 2009 89.488.251 (23,909,491) 24.077.431) 83,729,844 65.410.820 Years Currency Type Original Currency Amount TL Amount 2012 Euro 3.241.915 6.643.008 2013 Euro 3.198.677 6.554.410 2014 Euro 2.864.818 5.870.298 2015 Euro 2.493.137 5.108.686 2016 Euro 2.054.326 4.209.520 2017 Euro 563.332 1.154.324 2018 Euro 3 5 2012 USD 2.964.635 4.583.326 2013 USD 1.646.673 2.545.756 2014 USD 867.403 1.341.005 2015 USD 856.057 1.323.464 2016 USD 805.439 1.245.208 2017 USD 144.310 223.103 2018 USD 4 6 2012 CHF 6.721.862 11.049.397 2013 CHF 6.721.862 11.049.397 2014 CHF 6.721.862 11.049.397 2015 CHF 6.721.862 11.049.397 2016 CHF 6.721.862 11.049.397 2017 CHF 7.050.876 11.590.230 107.639.335 Financial reports As at 31 December 2010, repayment schedule of the long term financial lease liabilities is as follows: 147 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December 2009, repayment schedule of the long term financial lease liabilities is as follows: Years Currency Type Original Currency Amount TL Amount 2011 Euro 2.033.913 4.393.863 2012 Euro 1.248.702 2.697.570 2013 Euro 1.205.463 2.604.162 2014 Euro 876.415 1.893.319 2015 Euro 528.756 1.142.271 2016 Euro 396.577 856.725 2011 USD 2.040.856 3.072.917 2012 USD 2.040.856 3.072.917 2013 USD 722.894 1.088.462 2011 CHF 6.721.858 9.741.317 2012 CHF 6.721.858 9.741.317 2013 CHF 6.721.858 9.741.317 2014 CHF 6.721.858 9.741.317 2015 CHF 6.721.858 9.741.317 2016 CHF 6.721.858 9.741.317 2017 CHF 7.050.886 10.218.143 89.488.251 As at 31 December, the maturities of finance lease liabilities are as follows: 31 December 2010 0 – 3 months 7 31 December 2009 2.934.926 2.431.357 3 months – 1 year 18.828.820 10.718.871 1 – 5 years 94.671.664 68.672.065 5 years and more 12.967.673 20.816.186 129.403.083 102.638.279 Trade receivables and payables Financial reports As at 31 December, trade receivable comprised the following: 148 Trade receivable 31 December 2010 68.862.305 Notes receivable 1.041.068 172.713 Unearned financial expense(-) (332.659) (383.476) Doubtful receivables 5.473.602 4.396.956 Allowance for doubtful receivables(-) 31 December 2009 55.538.167 (5.473.602) (4.396.956) 69.570.714 55.327.404 The Company has borrowed a loan amounting to USD 200,000,000 based on an agreement signed between Garanti Bankası on 10 January 2008. The purpose of the loan was funding the constructions in progress and the repayment of existing loans at that time. The Company has ceded 80% of the trade receivables as a guarantee for Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated the outstanding bank loan of USD 196,000,000 of the USD 200,000,000 loan. As at 31 December, the aging analysis of the trade receivable is as follows: Overdue receivables Up to 3 month 31 December 2010 9.555.207 31 December 2010 4.971.369 60.348.166 50.739.511 69.903.373 55.710.880 As at 31 December 2010, overdue receivables are amounting to TL 9,555,207 (31 December 2009: TL 4,971,369). No allowance has been recorded for these receivables as they were found to be overdue due to commercial reasons and were expected to be collected within a time period. Additionally 90 days overdue is accepted as normal trade term in the sector which the Group operates. The aging analysis of overdue trade receivable as at 31 December is as below: 31 December 2010 31 December 2010 Between 1-30 days 3.666.678 1.555.579 Between 31-60 days 1.440.137 1.120.802 61 days and more 4.448.392 2.294.988 9.555.207 4.971.369 As at 31 December 2010, the effective interest rates applied to trade receivables are shown as below: Maturity Between 1-30 days Between 31-60 days 61 days and more Rate (%) 6,50-6,59 6,54 6,54-6,62 The Group records allowance for doubtful receivable on customer terms. Allowances comprised the customers which are not expected to repay. For the years ended 31 December, the movement of the allowances for doubtful Beginning balance Additions Collections (-) Write-offs (-) 2010 2009 4.396.956 3.531.232 2.166.622 976.840 (1.088.806) (111.116) (1.170) -- 5.473.602 4.396.956 Financial reports receivable is as follows: 149 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December, short term trade payable comprised the following: 31 December 2010 66.673.077 31 December 2009 50.321.389 Notes payable 6.253.911 4.963.791 Unpaid financial income (-) (546.289) (541.633) 72.380.699 54.743.547 Trade payables As at 31 December, long term trade payable comprised the following: 31 December 2010 6.310.079 31 December 2009 7.967.452 Notes payable 431.848 4.503.253 Unpaid financial income (-) (54.893) (6.817) 6.687.034 12.463.888 Trade payables As at 31 December, the aging analysis of trade payables is as below: 0 - 3 months 3 months-1 year 1 year-5 years 31 December 2010 61.020.698 31 December 2009 42.776.428 11.906.290 12.508.752 6.741.927 12.470.705 79.668.915 67.755.885 As at 31 December 2010, the effective interest rates applied to trade payables are as follows: Maturity Between 1-30 days Between 31-60 days 61 days and more 8 Rate (%) 0,26-6,59 6,54 0,30-6,62 Other receivables and payables Financial reports As at 31 December, other short-term receivables comprised the following: 150 Receivables from tax office Deposits and guarantees given Rent and advances given to other suppliers Other 31 December 2010 31 December 2009 338.933 272.001 84.148 71.781 -- 27.084 32.520 55.421 455.601 426.287 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December, other long-term receivables comprised the following: Due from personel Deposits and guarantees given 31 December 2010 737.954 31 December 2009 1.333.946 250.029 232.809 987.983 1.566.755 As at 31 December, other short-term payables comprised the following: Hospimed Health Corporation* Advances received from patients Other 31 December 2010 31 December 2009 18.552.000 18.068.400 1.936.570 1.775.227 38.730 -- 20.527.300 19.843.627 As at 31 December, other long-term payables comprised the following: Hospimed Health Corporation* 31 December 2010 -- 31 December 2009 18.068.400 -- 18.068.400 (*)The Company has increased its shares to 90% by purchasing 40% (400.000 shares) of International Hospital’s shares from Hospimed Health Corporation at 27 March 2009 (Note 3). Inventories As at 31 December, inventories comprised the following: Medical materials and medicine Other inventories 31 December 2010 13.877.534 31 December 2009 11.839.219 268.984 23.667 14.146.518 11.862.886 At 31 December, inventories are accounted at cost and no inventory was recognized at its net realizable value. Financial reports 9 151 152 -- Transfer (*) -- -- -- -- -- 1 January 2010 Additions from acquisitions Charge for period Disposals As at 31 December 2010 20.841.603 -- 4.154.184 -- 16.687.419 53.128 (98.432) 1.238.025 77.301 (22.311) 572.295 25.683 1.797.643 215.476.593 2.373.310 (2.389.633) 25.273.572 12.548 192.580.106 294.741.728 4.388.225 5.709.747 (2.463.145) 6.344.514 339.368 3.118.203 Vehicles 48.112.446 (80.675) 7.887.346 443.838 39.861.937 77.213.252 3.604.697 (99.266) 4.717.402 705.917 68.284.501 and fixture Furniture 36.076.951 (480.754) 17.392.554 -- 19.165.151 117.483.640 18.840.215 (627.478) 17.771.669 -- 81.499.234 Assets Leased 62.016.019 (46.201) 15.977.811 223.214 45.861.195 202.253.250 27.937.277 (2.291.552) 14.897.262 543.244 161.167.019 improvements Total (101.423) (5.860.503) 91.403.282 1.665.830 (3.019.574) 71.278.798 705.283 527.086.675 -- 384.975.839 -- -- -- -- 316.011.332 2.249.366 912.062.514 (56.246.487) (280.630) 32.845.645 -- 25.930.838 824.955.328 progress 184,658,966, Accumulated Depreciation: TL 184,658,966; 31 December 2009 Cost: TL 165,598,379, Accumulated Depreciation: TL 165,598,379). For the years ended 31 December 2010 and 2009, the Company utilizes tangible assets which have nil net book value on its accounts (31 December 2010 Cost: TL As at 31 December 2010, tangible assets are pledged to the extent of TL 254,881,290 (31 December 2009: TL 248,237,231). and TL 2,121,135 (31 December 2009: TL 1,458,778) has been included under administrative expenses. For the year ended 31 December 2010, depreciation expenses amounting to TL 69,157,663 (31 December 2009: TL 60,370,491) has been recognised under cost of sales 78.917 -- 21.036 -- 57.881 563.536 -- -- -- -- 563.536 Assets in Other Construction Leasehold Tangible As at 31 December 2010, tangible assets have been insured to the extent of TL 848,276,863 (31 December 2009: TL 634,872,058). (*) Tangible assets amounting to TL 101,423 has been transferred to other intangible assets. Net book value -- -- 1.709.133 -- 31.645.702 181.523.816 -- Disposals As at 31 December 2010 Accumulated depreciation 11.879.632 -- 284.811.244 Buildings and Devices 19.766.070 179.814.683 Lands Additions Additions from acquisitions 1 January 2010 Cost Machinery For the year ended 31 December 2010, the movement in tangible assets is as follows: Financial reports Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 10 Tangible assets Lands Buildings equipments Vehicles and and fixture Furniture Assets improvements Leasehold Leased 3.848.843 -- -- -- 58.706.100 -- 11.281.569 105.978.171 19.766.070 -- -- 16.687.419 3.541.836 -- -- 13.145.583 -- 192.580.106 (3.895.967) 25.537.875 170.938.198 284.811.244 37.229.599 (4.282.526) 2.032.335 21.788.742 228.043.094 1.797.643 (20.740) 474.365 1.344.018 3.118.204 44.970 (27.207) 50.008 383.637 2.666.796 39.861.937 (2.347.807) 6.905.514 35.304.230 68.284.501 15.582.220 (2.485.376) 2.142.673 5.502.557 47.542.427 19.165.151 -- 11.273.689 7.891.462 81.499.234 44.745.498 -- 19.058.930 17.694.806 45.861.195 (2.037.065) 14.077.010 33.821.250 161.167.019 74.756.759 (11.950.755) 16.535.839 81.825.176 Other Financial reports -- 66.321.852 190.904.913 in progress 57.881 -- 18.980 38.901 563.536 -- -- -- -- 25.930.838 -- (231.295.927) (7.864) 48.193 523.207 assets tangible Construction Net Book Value As at 31 December 2009 Disposals Charge for period 1 January 2009 Accumulated depreciation As at 31 December 2009 19.766.070 179.814.683 Transfer Disposals Transfer from goodwill Additions 1 January 2009 Cost Machinery For the period ended 31 December 2009, the movement in tangible assets is as follows: 508,943,995 316.011.332 (8.301.579) 61.829.269 262.483.642 824.955.329 (230.781) (18.753.728) 15.506.585 133.488.593 694.944.660 Total Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 153 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Construction in progress 31 December 2010 Project Expenditure Amount (TL)Total Cost of Project (TL) Acıbadem Ankara Hospital 631,700 20,000,000 Acıbadem Bodrum Hospital 1,563,955 20,000,000 2,195,655 40,000,000 Acıbadem Ankara Hospital According to the agreement at 23 July 2010, the hospital project, which is located in Dikmen District Çankaya in Ankara, will have 16 floors and closed area of 10,000 m². Medical devices and equipment for the hospital is the responsibility of the Company and the main construction will be completed by a subcontractor. The hospital is planned to be completed at the end of 2011. Acıbadem Bodrum Hospital The Company has a hospital project, which is located Ortakent District in the town of Bodrum in Muğla province with closed area of 11,500 m2. The hospital is planned to be completed at the end of 2011. 11 Intangible assets For the year ended 31 December 2010, movement in the intangible assets is as follows: Other Intangible Cost Fixed Assets Total 2.041.462 4.737.282 6.778.744 315.502 594.752 910.254 Transfer from goodwill 61.058 2.245 63.303 Transfer 10.809 90.614 101.423 1 January 2010 Additions Financial reports Disposals 154 Rights -- -- -- 31 December 2010 2.428.831 5.424.893 7.853.724 Accumulated Amortization 1 January 2010 1.173.011 3.146.573 4.319.584 146.654 308.867 455.521 Charge for year 34.298 463 34.761 31 December 2010 Additions from acquisitions 1.353.963 3.455.903 4.809.866 Net Book Value 1.074.868 1.968.990 3.043.858 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated For the year ended 31 December 2009, movement in the intangible assets is as follows: Other Intangible Cost Rights AssetsTotal 1 January 2009 1.403.069 4.329.647 5.732.716 Additions 217.648 179.457 397.105 Transfer from goodwill 428.748 -- 428.748 -- 230.781 230.781 Transfer Disposals 31 December 2009 (8.003) (2.603) (10.606) 2.041.462 4.737.282 6.778.744 Accumulated Amortization 1 January 2009 Charge for period 1.023.531 2.802.291 3.825.822 149.480 346.740 496.220 Disposals 31 December 2009 -- (2.458) (2.458) 1.173.011 3.146.573 4.319.584 Net Book Value 2.459.160 For the year ended 31 December 2010, amortization expenses amounting to TL 455,521 (31 December 2009: TL 496,220) have been included in administrative expenses. As at 31 December 2010 and 2009, the Company utilizes intangible assets which have nil net book value on its accounts (31 December 2010 Cost: TL 3,900,693, Accumulated Amortization: TL 3,900,693; 31 December 2009 Cost: TL 3,251,727, Accumulated Amortization: TL 3,251,727). Goodwill As at 31 December, the goodwill is comprised the acquisitions shown below: 31 December 2010 31 December 2009 International Hospital 39.292.955 39.292.955 Acıbadem Polyclinics 6.234.605 6.234.605 Konur Sağlık Hizmetleri 1.547.107 -- 47.074.667 45.527.560 International Hospital In the accompanying consolidated financial statements, details of the goodwill according to acquisition dates for International Hospital is given below: 2010 1st Acquisition Acquisition cost 2009 33.182.500 33.182.500 (10.054.636) (10.054.636) Fair value adjustment of land 23.127.864 (8.983.435) 23.127.864 (8.983.435) Fair value adjustment of buildings (6.842.863) (6.842.863) 7.301.566 7.301.566 Subsidiaries net book value (50%) Goodwill net book value (1st aquisition) Financial reports 12 155 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 2010 2009 2nd Acquisition Acquisition amount 53.462.129 53.462.129 Subsidiaries net book value (5.535.407) (5.535.407) Goodwill at acquisition date (27 March 2009) Fair value adjustment of buildings 47.926.722 (11.281.569) 47.926.722 (11.281.569) Fair value adjustment of furniture and fixtures (2.032.335) (2.032.335) Fair value adjustment of machinery and equipment (2.142.673) (2.142.673) Fair value adjustment of vehicles Fair value adjustment of rights Goodwill net book value (2nd aquisition) (50.008) (50.008) (428.748) (428.748) 31.991.389 31.991.389 Acıbadem Poliklinikleri Under the growth strategies of the ‘Group’, the Company acquired 736.802 shares of Acıbadem Poliklinikleri amounting to USD 5,710,217 and those shares correspond 36.84 % of the share capital. Before acquisition, the Company owned 63.15 % of the share capital, so the Company increased its share to 99.99% in Acıbadem Poliklinikleri. The value of Acıbadem Poliklinikleri was determined as USD 15,500,000 by considering inter-parties meetings and market conditions. The detail of the goodwill computed is as below: Acquisition cost 2010 6.948.763 2009 6.948.763 Subsidiaries net book value (additional 36.84%) (714.158) (714.158) Goodwill of acquisition date (10 July 2008) 6.234.605 6.234.605 Goodwill net book value 6.234.605 6.234.605 Konur Sağlık As at 13 February 2010, Acıbadem Poliklinikleri, the consolidated subsidiary of the Company purchased the 50 % of the shares of Konur Sağlık Hizmetleri Anonim Şirketi, a medical center operating in Bursa, Turkey. The detail of the goodwill computed is as below: 31 December 2010 Financial reports Acquisition cost 156 2.046.814 Subsidiaries net book value ( additional %50) (499.707) Goodwill (13 February 2010) 1.547.107 Goodwill net book value 1.547.107 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Provisions, contingent assets and liabilities As at 31 December, short-term provisions comprised the following: 31 December 2010 31 December 2009 13.564.343 12.509.028 Doctor payments expense provisions Accrual for interest rate swap transaction 4.299.190 1.625.746 Lawsuit provisions 3.677.494 869.914 Consultancy commission provisions 669.953 -- Provisions for invoices returned from contracted institutions 326.491 160.966 Accrued Social Security Institution (“SGK”) expenses 286.608 22.538 Provisions for miscellaneous expenses 264.311 194.415 Accrual for forward transaction Other 96.928 1.141.180 945.206 138.617 24.130.524 16.662.404 As at 31 December, the lawsuits and disputes about Group, an explanation is as follows: There are 72 lawsuits (31 December 2009: 46) against the Group amounting to TL 15,132,129 (31 December 2009: TL 8,988,061) and 118 related to personnel (31 December 2009: 75) amounting to TL 706,034 (31 December 2009: TL 869,914). The Group has provided provisions for the lawsuits which the probability of losing is greater than the probability of winning in the accompanying consolidated financial statements. The movement of provisions for year ended 31 December 2010 is as follows: Doctor payments expense provisions Accrual for interest rate swap transaction Lawsuit provisions Consultancy commission provisions Provisions for invoices returned from contracted institutions Accrued Social Security Institution (“SGK”) expenses Provisions for miscellaneous expenses Inventory provision Accrual for forward transaction Other 1 January 2010 Additions Payments Resersals 31 December 2010 12.509.028 13.564.343 (12.509.028) -- 13.564.343 1.625.746 4.299.190 -- (1.625.746) 4.299.190 869.914 2.966.263 (158.683) -- 3.677.494 -- 669.953 -- -- 669.953 146.250 180.241 -- -- 326.491 22.538 286.608 (22.538) 194.415 264.311 (194.415) -- 264.311 -- 107.224 -- -- 107.224 1.141.180 96.928 -- (1.141.180) 96.928 153.333 837.982 (153.333) -- 837.982 16.662.404 23,273,043 (13,037,997) (2,766,926) 24.130.524 286.608 Financial reports 13 157 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated The movement of provisions for year ended 31 December 2009 is as follows: 1 January 2009 Doctor payments expense provisions Lawsuit provisions Provisions for invoices returned from related institutions Provisions for miscellaneous expenses Payments Resersals -- 12.509.028 427.521 -- -- 869.914 90.937 146.250 (90.937) -- 146.250 362.456 194.415 (362.456) -- 194.415 38.637 -- (16.099) -- 22.538 Accrual for forward transaction -- 1.141.180 -- -- 1.141.180 Accrual for interest rate swap transaction -- 1.625.746 -- -- 1.625.746 8.436 144.897 -- -- 153.333 6.631.487 16.189.037 (6.158.120) -- 16.662.404 Other 12.509.028 (5.688.628) 31 December 2009 442.393 Accrued Social Security Institution (“SGK”) expenses 5.688.628 Additions The annotations and arrestments on the Group’s assets are explained below: Annotations There is a decision which was given by the Bakırköy Municipality to demolish the supplement International Hospital building. On the same property there are two annotations of 99 yearly rent statements in favour of Turkish Electricity Administration (“TEK”) and in favour of Turkish Electricity Distribution Administration (“TEDAŞ”). Additionally, there are two annotations of 99 yearly rent statements in favour of İstanbul Public Transportation Administration (“IETT”) and also two annotations in favour of Avcılar Municipalityon the land owned by the Group at Avcılar District. 14 Commitments According to the decision of CMB on 29 September 2009 related to the commitments of publicly owned companies given on behalf of third party. The commitments given; i) For their own corporate identities, ii) In favor of consolidated subsidiaries, Financial reports iii) In favor of third parties to continue its operations. 158 After the decision is published, publicly owned companies will not give commitments to individuals or corporations other than on behalf of the parties mentioned at the bullets (i) and (ii) above or to third parties other than mentioned at the bullet (iii). If any commitments are already given it will be reduced to nil until 31 December 2014. Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December 2010, commitments given are as follows: 31 December 2010 TL Equivalents A Commitments given on behalf of own corporate identities B Commitments given on behalf of consolidated subsidiaries C Commitments given on behalf of third parties to continue its operations D Other commitments given - on behalf of parent company - on behalf of group companies other than mentioned in bullets B and C - on behalf of third parties other than mentioned in bullet iii) Total 792.036.316 46.919.316 TL USD 606.725.026 119.865.000 22.769.250 15.621.000 -- -- -- 3.120.000 3.120.000 -- -- -- -- 3.120.000 3.120.000 -- -- -- -- -- 842.075.632 632.614.276 135.486.000 As at 31 December 2010, the ratio of the commitments given by the Group is 2.38% of the equity (31 December 2009: 2.31%). As at 31 December 2009, commitments given are as follows: 31 December 2009 C Commitments given on behalf of third parties to continue its operations D Other commitments given - on behalf of parent company - on behalf of group companies other than mentioned in bullets B and C - on behalf of third parties other than mentioned in bullet iii) Total 786.486.819 46.794.540 TL USD 603.310.885 121.655.000 23.274.000 15.621.000 -- -- -- 2.970.000 2.970.000 -- -- -- --- 2.970.000 2.970.000 -- -- -- -- 836.251.358 629.554.885 137.276.000 Financial reports A Commitments given on behalf of own corporate identities B Commitments given on behalf of consolidated subsidiaries TL Equivalents 159 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated The total value of mortgages and pledges on the Group’s assets are as follows: Mortgages Collateral type Duration Cause of collateral and place Pledged asset 31 December 2010 (USD) Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Acıbadem Bursa Hospital 77,000,000 Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Acıbadem Küçükyalı building 12,000,000 Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Acıbadem Küçükyalı warehouse 2,000,000 Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Acıbadem Adana Hospital 24,000,000 Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Cumhuriyetköy Acıbadem Eğitim ve Sosyal Tesisleri 1,350,000 Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası International Hospital Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Manolya Apt. No: 2-3 Mortgage 1st degree Relevance of the mortgage Loan Collateral – Vakıfbank Erkan Apt. various flats and apartments Acıbadem Kayseri 32,000,000 1,820,000 1,695,000 13,000,000 164,865,000 Financial reports Collateral type 160 Duration Cause of collateral and place Pledged asset 31 December 2009 (USD) Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Acıbadem Bursa Hospital 77,000,000 Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Acıbadem Küçükyalı building 12,000,000 Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Acıbadem Küçükyalı warehouse Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Acıbadem Adana Hospital 24,000,000 Mortgage 1st degree Acıbadem Relevance of the mortgage Loan Collateral – Garanti Bankası Cumhuriyetköy Eğitim ve Sosyal Tesisleri 1,350,000 Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası International Hospital Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Mortgage 1st degree Relevance of the mortgage Loan Collateral – Garanti Bankası Manolya Apt. No: 2-3 Mortgage 1st degree Relevance of the mortgage Loan Collateral – Vakıfbank Erkan Apt. various flats and apartments Acıbadem Kayseri 2,000,000 32,000,000 1,820,000 1,695,000 13,000,000 164,865,000 Pledges Pledges The Group has ceded 80% of account receivable and blockage on the bank deposit amounting to TL 16,512,214 related with the bank borrowing from Garanti Bankası. The shares of the Company owned by Almond Holding, which constitute 18.62% of the Company’s capital has been pledged at first degree and 63.82% of the Company’s shares has been pledged at second degree, 90% share of International Hospital has been pledged at first degree, 99.99% share of Acıbadem Kayseri has been pledged at first degree, 49.99% share of Acıbadem Labmed has been pledged at first degree, 99% share of Acıbadem Poliklinikleri has been pledged at first degree. Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated The details of the letter of gurantees given are as follows: Collateral type Duration Given to Letter of guarantee Continuing Roche Müstahzarları A.Ş. Letter of guarantee Continuing İGDAŞ 769,924 666,194 Letter of guarantee Continuing Ak Enerji Elektrik Enerjisi İth.İhr.ve Toptan Tic.A.Ş. 620,000 640,000 Letter of guarantee Continuing Adana Numune Eğitim ve Araştırma Hast. 550,000 550,000 Letter of guarantee Continuing Bursa Şehiriçi Doğalgaz Dağ. A.Ş. 319,684 319,684 Letter of guarantee Continuing İBB.İtfaiye Daire Başk. Acil Yard.ve Can Kutr.Md. 285,000 220,000 Letter of guarantee Continuing Türk Telekomünikasyon A.Ş. 196,105 118,315 Letter of guarantee Continuing Türkiye Jokey Klübü 150,000 150,000 Letter of guarantee Continuing Bakırköy 2. İcra Müdürlüğü -- 401,270 Letter of guarantee Continuing TC.Ankara Valiliği Sağlık Müdürlüğü -- 270,000 Letter of guarantee Continuing Accuray Incorporated -- 2,258,550 1,561,718 1,226,864 8,452,431 7,670,877 Other Employee benefits Reserve for Employement Termination Benefits Under the Turkish Labour Law, the Company and its subsidiaries are required to pay termination benefits to each employee who has completed one year of service and whose employment is terminated without due cause, is called up for military service, dies or who retires after completing 25 years of service (20 years for women) and reaches the retirement age (58 for women and 60 for men). Since the legislation was changed on 8 September 1999, there are certain transitional provisions relating to length of service prior to retirement. The termination benefits is calculated as one month gross salary for every employment year and as at 31 December 2010 the ceiling amount has been limited to TL 2,517 (31 December 2009: TL 2,365). Termination benefits is computed and reflected in the financial statements on a current basis. The reserve has been calculated by estimating the present value of future probable obligation of the Company and its Turkish subsidiaries and joint ventures arising from the retirement of the employees. The calculation was based upon the retirement pay ceiling announced by the government. The provision has been calculated by estimating the present value of the future probable obligation of the Company and its subsidiaries arising from the retirement of employees. IFRSs require actuarial valuation methods to be developed to estimate the Group’s obligation. Accordingly, the following actuarial assumptions were used in the calculation of the total liability: The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. Consequently, in the accompanying consolidated financial statements as at 31 December 2010, the provision has been calculated by estimating the present value of the future probable obligation of the Group arising from the retirement of the employees. The provision at 31 December 2010 has been calculated assuming an annual inflation rate of 5.10 % and a discount rate of 10.00% resulting in a real discount rate of approximately 4.66% (31 December 2009: annual inflation rate of 4.80% and a discount rate of 11.00% resulting in a real discount rate of approximately 5.92%). It is planned that retirement rights will be paid to employees at the end of concession periods. Accordingly, present value of the future probable obligation has been calculated based on the concession periods. Financial reports 15 31 31 December December 2010 2009 4,000,000 850,000 161 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Opening balance 31 December 2010 1,863,931 31 December 2009 6,171,278 3,519,952 1,726,618 653,881 1,649,333 (2,629,722) (1,742,276) (1,296,479) (5,941,023) 2,111,563 1,863,930 Interest cost Cost of services Payments made during the period Actuarial difference Actuarial difference arises from the changes in interest rates and changes in expectations about the salary increases. Actuarial differences are recorded as incurred. As at 31 December 2010, TL 2,711,499 of interest cost, cost of services and actuarial difference are recorded as cost of sales (31 December 2009: TL 2,354,686 expense), TL 163,713 is recorded as general administrative expenses (31 December 2009: TL 183,266 expense) and TL 2,142 is recorded as selling, marketing and distribution expenses (31 December 2009: TL 28,030). 16 Post employment benefits None. 17 Other assets and liabilities As at 31 December, other current assets comprised the following: Income accrual for SGK receivables 31 December 2010 10.471.935 31 December 2009 4.724.494 12.428.529 VAT receivable 7.824.728 Prepaid rent expenses 5.855.203 214.597 Income accrual for patients 5.654.774 3.526.761 Prepaid advertisement expenses 3.230.830 3.009.813 Prepaid insurance expense 2.947.928 2.480.741 1.625.145 Advances given to personnel 2.399.761 Prepaid taxes and funds 1.590.991 4.382 Advances given for inventory 1.310.437 207.947 Prepaid maintanence expense Financial reports Job advances 162 Prepaid subscription expense Other 173.007 67.115 69.103 250.914 22.402 14.321 249.836 90.193 41.800.935 28.644.952 31 December 2010 31 December 2009 As at 31 December, other non-current assets comprised the following: Social security and taxes payable 4.054.360 -- Payable to personnel 1.231.714 830.522 Deferred rent income 15.590 -- 7.483 -- 5.309.147 830.522 Other (*) Advances given to suppliers for the hospital construction projects of the Group. Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December, other current liabilities comprised the following: 31 December 2010 10.505.163 31 December 2009 8.332.400 Payable to personnel 12.925.746 8.015.423 Deferred rent income 82.032 206.182 23.512.941 16.554.005 Social security and taxes payable As at 31 December 2010 and 2009, the other long term liabilities consist of transfer of salary payment rights. Equity Paid-in capital As at 31 December 2010 paid-in capital of the Group is TL 100,000,000 (31 December 2009: TL 100,000,000), made up of 100.000.000 shares with a par value of TL 1.00 each. As at 31 December 2010 and 2009, the composition of shareholders and their respective percentage of ownership are summarized as follows: 31 December 2010 31 December 2009 Shareholder’s name Share (%) Amount Share (%) Amount Mehmet Ali Aydınlar 0,40 395.826 0,40 395.826 Hatice Seher Aydınlar 0,00 1 0,00 1 Almond Holding A.Ş. 57,90 57.897.946 57,90 57.897.946 Almond Holding A.Ş.- (publicly traded) 34.071.176 34,07 34.071.176 34,07 Armağan Özel 1,00 998.314 1,00 998.314 Yunus Ergüz 1,00 1.000.000 1,00 1.000.000 Osman Morgül Other 17 individuals Other publicly traded shares -- -- -- -- 3,52 3.522.958 3,52 3.522.958 2,11 2.113.779 2,11 2.113.779 100,00 100.000.000 100,00 100.000.000 Mehmet Ali Aydınlar and Hatice Seher Aydınlar are also the 50% shareholders of Almond Holding, indirectly. Abraaj Capital Limited is the 50% shareholders of Almond Holding indirectly. Furthermore, Mehmet Ali Aydınlar is executive director and the chairman of the board of directors of Almond Holding. 31 December 2010 Series Type Registered/Bearer Nominal Value (TL) 3, 4, 5 A Registered (Almond Holding A.Ş.) 3, 4, 5 B Bearer 4.249.973 95.750.027 Privilege Right to nominate board members, right to vote -- Financial reports 18 163 31 December 2009 Series Type 3, 4, 5 A 3, 4, 5 B Registered/Bearer Registered (Almond Holding A.Ş.) Bearer Nominal Value (TL) 4.249.973 95.750.027 Privilege Right to nominate board members, right to vote -- Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated The favorable vote of Group A shares is required in order to decide an increase in share capital. Group A shareholder has the right to nominate four out of five board members, and Group B shareholders has the right to nominate one out of five board members. Each Group A share has 100 votes against one vote of Group B shareholders. The registered share capital of the Company is TL 250,000,000. Capital Market Board approved the registered share capital system with the permission dated 9 August 2001 and numbered 37/1033. Pledges on Shares Based on the share pledge contract signed on 10 January 2008 and the other additional contracts signed on 6 February 2008 and 6 August 2008, the share of Almond Holding A.Ş. in the share capital of Company was pledged (1st and 2nd degree) by Garanti Bankası as a guarantee of the loans. Legal reserves Reserves consist of legal reserves. The legal reserves consist of first and second legal reserves in accordance to the Turkish Commercial Code (“TCC”). The first legal reserves are generated by annual appropriations amounting to 5 percent of income disclosed in the Company’s statutory accounts until it reaches 20 percent of paid-in share capital. If the dividend distribution is made in accordance with Communiqué XI-29, a further 1/10 of dividend distributions, in excess of 5 percent of paid-in capital is to be appropriated to increase second legal reserves. If the dividend distribution is made in accordance with statutory records, a further 1/11 of dividend distributions, in excess of 5 percent of paid-in capitals are to be appropriated to increase second legal reserves. Under the TCC, the legal reserves can be used only to offset losses and are not available for any other usage unless they exceed 50 percent of paid-in capital. As at 31 December 2010, the Group’s legal reserves are amounting to TL 7,079,766 (31 December 2009: TL 6,326,653). Dividend distribution: Publicly traded companies distribute dividends based on the Capital Market Board (“CMB”) regulations as explained below: According to CMB’s decision on 27 January 2010 numbered 02/51 Companies traded on the stock exchange market are not obliged to distribute a specified amount of dividends (2009: 20 percent). For companies that will distribute dividends, in relation to the resolutions in their general meeting the dividends may be in cash, may be bonus shares by adding the profit into equity, or may be mixture of cash and bonus shares, it is also permitted Financial reports not to distribute determined first party dividends falling below 5 percent of the paid-in capital of the company but, 164 companies that increased capital before distributing the previous year’s dividends and as a result their shares are separated as “old” and “new” are obliged to distribute first party dividends in cash. There is no requirement for profit distribution in year 2010 since in the financial statements there is no distributable profit in the statutory accounts after netting off with the accumulated losses for the year 2010. Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Retained Earnings / (Accumulated Losses) 31 December 2010 31 December 2009 Extraordinary Reserves Retained Earnings / (Accumulated Losses) 49.302.324 30.172.528 (42.125.717) (34.583.804) 7.176.607 (4.411.276) Inflation restatement differences arising from TAS 29 implementation and presented in the account “retained earnings / (accumulated losses)” are required to take into consideration as a deduction base, in frame of the arrangements of CMB related to dividend distribution, while deciding the distributable profit according to the adjusted financial statements. Besides, it is possible for the amount following in “loss from previous year” to be deducted from period’s profit; if there is, undistributed retained earnings, and for the remaining respectively excess reserves, legal reserves, capital reserves resulting from adjustments of capital items according to inflationary accounting. The movement of retained earnings / (accumulated losses) is as follows: 31 December 2010 (4.411.276) Beginning balance Change in non-controlling interest (5.511.742) -- Transfer of period profit to retained earnings 17.099.625 (34.912.745) 7.176.607 4.411.276 For the year ended 31 December 2010, the movement in non-controlling interest is as follows: 31 December 2009 Change in noncontrolling shares Transfer Capital 7.970.444 (6.236.950) -- 798.508 Premium in access of par value 1.660.868 (1.660.868) -- -- -- 143.713 6.516 -- 5.000 155.229 12.692 (853) -- -- 11.839 (1.437) -- -- 2.130.837 3.177.429 (1.909.800) (166.322) 123.334 Legal reserves Extraordinary reserves Inflation restatement difference Retained Earnings / (Accumulated Losses) Net profit/(loss) for the period 2.132.274 (977.974) Additions 31 from December acquisitions 2010 2.532.001 (1.909.800) 533.883 1.909.800 126.787 660.670 9.032.217 (4.182.280) -- 763.973 5.613.910 Financial reports 31 December 2009 30.501.469 165 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated For the year ended 31 December 2009, the movement in non-controlling interest is as follows: 31 December 2008 Change in noncontrolling shares Transfer 31 December 2009 Capital 7.637.477 332.962 -- 7.970.444 Premium in access of par value 1.660.868 -- -- 1.660.868 714.757 (571.045) -- 143.713 60.670 (47.972) -- 12.692 Inflation restatement difference 10.655.618 (8.523.344) -- 2.132.274 Retained Earnings / (Accumulated Losses) (2.981.810) 4.404.757 (2.400.921) (977.974) Net profit/(loss) for the period (2.400.921) (1.909.800) 2.400.921 (1.909.800) 15.346.659 (6.314.442) -- 9.032.217 Legal reserves Extraordinary reserves 19 Sales and cost of sales For the years ended 31 December, sales and cost of sales comprised the following: 2010 812.136.178 2009 623.508.805 (3.151.060) (2.937.912) Sales returns and discounts (77.402.588) (61.738.117) Net sales 731.582.530 558.832.776 Cost of sales (589.677.655) (478.564.152) Gross profit 141.904.875 80.268.624 Domestic sales Unearned finance expense 20 Selling, marketing and distribution expenses, general administrative expenses Selling, marketing and distribution expenses Financial reports For the years ended 31 December, selling, marketing and distribution expenses comprised the following: 166 2010 2009 19.225.656 14.385.953 Comission expenses 5.090.999 1.498.549 Personnel expenses 4.208.630 2.866.797 Representation expenses 1.006.434 189.741 Consultancy expense 871.289 424.037 Publishing expenses 811.851 560.212 Travel expenses 579.278 278.751 Rent expenses 210.190 -- Mail, newspaper, magazine expenses 180.096 29.897 Other 411.708 45.050 32.596.131 20.278.987 Advertisement and sponsorship expenses Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated General administrative expenses For the years ended 31 December, general administrative expenses comprised the following: 2010 23.609.219 2009 21.104.394 Consultancy, legal, notary expenses 5.109.292 5.123.606 Communication and other office expenses 2.358.313 1.350.944 Depreciation and amortization expenses 2.316.267 1.954.998 Allowance for doubtful receivable 2.166.622 976.840 Rent expense 1.410.008 1.479.562 Donations 1.372.777 441.020 Energy expenses 1.302.346 598.190 Cleaning and meal expenses Personnel expenses 1.240.902 1.227.622 Representation and travel expenses 889.192 644.151 Repair and maintenance expenses 630.277 664.971 2.679.814 2.197.234 45.085.029 37.763.532 Others 21 Expenses by nature Amortization and depreciation expenses Cost of sales General administrative expenses Selling, marketing and distribution expenses Personnel expenses Cost of sales General administrative expenses Selling, marketing and distribution expenses 22 2010 69.352.353 2009 60.370.491 2.316.267 1.954.998 106.398 -- 71.775.018 62.325.489 2010 2009 220.228.688 249.953.212 23.609.219 21.104.394 4.208.630 2.866.797 248.046.537 273.924.403 Other operating income and expenses For the years ended 31 December, other operating income comprised the following: Insurance compensation gain Recovery of allowance for doubtful receivables Premium from bank related salary payment right assignment (*) Gain on sale of fixed assets Rent income Other income 2010 2009 2.302.306 1.863.204 734.322 112.943 468.007 309.583 325.761 1.274.459 70.155 131.611 1.594.729 594.306 5.495.280 4.286.106 (*)The premium arose from the change of the bank from which salary payments are made. Financial reports For the years ended 31 December, expenses by nature comprised the following: 167 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated For the years ended 31 December, other operating expense comprised the following: 2010 2009 Damage compensation loss 3.034.808 2.617.590 Provision for the lawsuits 2.988.143 409.996 90.828 123.523 Loss on sale of fixed assets Other 1.566.650 73.886 7.680.429 3.224.995 23 Financial income For the years ended 31 December, financial income comprised the following: 2010 2009 14,269,661 10,763,071 Discount on trade payables 3,058,162 3,616,762 Unearned finance income 1,075,127 -- 811,381 1,153,900 Foreign exchange gain Interest income Other financial income 23,303 29,611 19,237,634 15,563,344 24 Financial expenses Financial reports For the years ended 31 December, financial expenses comprised the following: 168 Foreign exchange loss 2010 29.863.116 2009 16.447.450 Interest expense on bank loans 15.887.483 9.696.479 Finance lease interest expense 5.411.959 4.973.543 Credit card commission expenses 5.877.668 4.132.255 Expense accrual related to swap transaction 4.299.190 1.625.746 Interest expense on credit sales 909.554 2.544.965 Letter of credit and other bank commission expenses 590.319 800.685 Expense accrual related to forward transaction 96.928 1.141.180 Other 81.730 379.912 63.017.947 41.742.215 25 Tax assets and liabilities Corporate tax Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding non-deductible expenses, and by deducting dividends received from resident companies, other exempt income and investment incentives utilised. In Turkey, advance tax returns are filed on a quarterly basis. The advance corporate income tax rate at 31 December 2010 is 20%. There is also a withholding tax on the dividends paid and is accrued only at the time of such payments. The withholding tax rate on the dividend payments other than the ones paid to the non-resident institutions generating income in Turkey through their operations or permanent representatives and the resident institutions is 15 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated percent. In applying the withholding tax rates on dividend payments to the non-resident institutions and the individuals, the withholding tax rates covered in the related Double Tax Treaty Agreements are taken into account. Appropriation of retained earnings to capital is not considered as profit distribution and therefore is not subject to withholding tax. According to the Corporate Tax Law, 75 percent of the capital gains arising from the sale of tangible assets and investments owned for at least two years are exempted from corporate tax on the condition that such gains are reflected in equity from the date of the sale. The remaining 25 percent of such capital gains are subject to corporate tax. The transfer pricing law is covered under Article 13 “disguised profit distribution via transfer pricing” of the Corporate Tax Law. The General Communique on disguised profit distribution via transfer pricing dated 18 November 2007 sets details about implementation. If a tax payer enters into transactions regarding sale or purchase of goods and services with related parties, where the prices are not set in accordance with arm’s length basis, then related profits are considered to be distributed in a disguised manner through transfer pricing. Such disguised profit distributions through transfer pricing are not accepted as a tax deductable for corporate income tax purposes. In Turkey, the tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return. Therefore, provision for taxes shown in the consolidated financial statements reflects the total amount of taxes calculated on each entity that are included in the consolidation. Under the Turkish taxation system, tax losses can be carried forward to be offset against future taxable income for up to five years. Tax losses cannot be carried back. In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns within four months following the close of the accounting year to which they relate. Tax returns are open for five years from the beginning of the year that follows the date of filing during which time the tax authorities have the right to audit tax returns, and the related accounting records on which they are based, and may issue re-assessments based on their findings. Investment allowance The Temporary Article 69 added to the Income Tax Law no.193 with the Law no.5479, which became effective starting from 1 January 2006, upon being promulgated in the Official Gazette no.26133 dated 8 April 2006, stating that taxpayers can deduct the amount of the investment allowance exemption which they are entitled to according to legislative provisions effective at 31 December 2005 (including rulings on the tax rate) only from as of 1 January 2006. At this perspective, an investment allowance which cannot be deducted partially or fully in three years time was not allowed to be carried forward to the following years and became unavailable as of 31 December 2008. On the other side, the Article 19 of the Income Tax Law was annulled and the investment allowance practice was ended as of 1 January 2006 with effectiveness of the Article 2 and the Article 15 of the Law no.5479 and the investment allowance rights on the investment expenditures incurred during the period of 1 January 2006 and 8 April 2006 became unavailable. However, at 15 October 2009, the Turkish Constitutional Court decided to cancel the clause no.2 of the Article 15 of the Law no.5479 and the expressions of “2006, 2007, 2008” in the Temporary Article 69 related to investment allowance mentioned above that enables effectiveness of the Law as of 1 January 2006 rather than 8 April 2006, Financial reports the taxable income of 2006, 2007 and 2008. Accordingly, the investment incentive allowance practice was ended 169 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated since it is against the Constitution. Accordingly, the time limitations for the carried forward investment allowances that were entitled to in the previous period of mentioned date and the limitations related with the investments expenditures incurred between the issuance date of the Law promulgated and 1 January 2006 were eliminated. According to the decision of Turkish Constitutional Court, cancellation related with the investment allowance became effective with promulgation of the decision on the Official Gazette and the decision of the Turkish Constitutional Court was promulgated in the Official Gazette no.27456 dated 8 January 2010. According to the decision mentioned above, the investment allowances carried forward to the year 2006 due to the lack of taxable income and the investment allowances earned through the investments started before 1 January 2006 and continued after that date constituting economic and technical integrity will be used not only in 2006, 2007 and 2008, but also in the following years. In addition, 40% of investment expenditures that are realized between 1 January 2006 and 8 April 2006, within the context of the Article 19 of the Income Tax Law will have the right for investment allowance exemption. As at 31 December, current year corporate tax payable comprised the following: Corporate tax provision Prepaid taxes and funds 31 December 2010 4.369.409 31 December 2009 1.848.029 (1.715.583) (990.903) 2.653.826 857.126 Fort he years ended 31 December, tax expenses comprised the following: Current year corporate tax provision Reversal for the excess of the previous year tax provision Deferred tax credit / (charge) 2010 2009 (8.419.341) (1.848.029) -- 1.269.546 329.511 19.259.106 (8.089.830) 18.680.623 The reported tax expense for the years ended 31 December is different than the amounts computed by applying statutory tax rate to profit before tax as shown in the following reconciliation: 2010 2009 % Profit before tax Financial reports Tax rate 170 Taxes on reported profit per statutory tax rate Non-deductible expenses Tax exempt income Tax effect of investment allowance Unused current year tax losses Permanent differences Consolidation adjustments Other Taxation credit/ (charge) 18.258.253 % (2.891.656) 20 20 (3.651.651) (20) 578.331 (20) (280.101) 1,5 (1.368.502) 47 132.109 0,7 495.036 (17) (453) -- -- 13.085.154 8.988 0,05 4.117.304 (142) (3.734.431) (20,4) 22.495 (0,78) 3.179 0,02 -- -- 1.750.805 (61) (38.13) 18.680.623 (647) (567.923) (8.089.830) Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Deferred tax assets and liabilities The Group recognizes deferred tax assets and liabilities based upon temporary differences arising between the financial statements prepared in accordance with the Communiqué No: XI-29 and the statutory tax financial statements. Related temporary differences are subject to different period records according to articles and to tax laws for profit and lost items. According to the decision of the Turkish Constitutional Court promulgated in the Official Gazette no.27456 dated 8 January 2010, the investment allowances carried forward to the year 2006 due to the lack of taxable income and the investment allowances earned through the investments started before 1 January 2006 and continued after that date constituting economic and technical integrity will be used not only in 2006, 2007 and 2008, but also in the following years. In addition, 40% of investment expenditures that are realized between 1 January 2006 and 8 April 2006, within the context of the Article 19 of the Income Tax Law will have the right for investment allowance exemption. As per this decision, the Group has provided deferred tax asset amounting to TL 12,166,011 over the investments the started before 1 January 2006 and continued after that date constituting economic and technical integrity amounting to TL 60,830,054. Deferred tax assets and liabilities deducted for the factors that there is a legally applicable right to deduct the current year tax assets and liabilities and there is intent of the occurrence of the current year tax assets and liabilities concurrently are valid. The unrecorded deferred taxes are re-evaluated at every balance sheet date. If it is possible to make profits in the Financial reports future the unrecorded deferred tax assets are reflected to the financial statements. 171 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Deferred tax assets and deferred tax liabilities as at 31 December were attributable to the items detailed in the table below: 31 December 2010 Deferred tax base Deferred tax asset/ (liability) 31 December 2009 Deferred tax base Deferred tax asset/ (liability) Net difference between carrying values and tax bases of tangible and intangible assets Interest accrual on bank loans Unearned financial expense Unearned financial income Reserve for employee termination indemnity Investment allowance Allowance for doubtful receivables (7,934,415) (1,586,883) 3,718,200 743,640 (1,207,611) (241,522) (1,003,616) (200,723) (688,119) (137,624) 444,224 88,845 (118,467) 401,376 80,275 (592,335) 2,111,554 422,311 1,863,930 372,786 60,830,054 12,166,011 65,425,769 13,085,154 832,111 166,422 786,600 157,320 3,677,494 735,499 869,914 173,983 (11,783) (2,357) 3,000 600 Income accrual for inpatients (5,654,774) (1,130,955) (3,214,537) (642,907) Expense accrual for doctor fees payable 13,564,340 2,712,868 12,509,028 2,501,806 Provision for lawsuits Financial lease adjustment Accruals related to forward transactions 96,928 19,386 1,141,180 228,236 4,299,191 859,838 1,625,746 325,149 Sales return accruals 451,365 90,273 160,966 32,193 Other income accruals (170,065) (34,013) 36,742 7,348 Other expense accruals 187,841 37,568 (650) (130) Losses carried forward 36,619,494 7,323,899 21,983,262 4,396,652 Accruals related to swap transactions 107,404,981 21,480,996 105,757,423 21,151,485 Under the Turkish taxation system, tax losses can be carried forward to be offset against future taxable income for up to five years. Tax losses cannot be carried back to offset profits from previous periods. The Group management anticipated that there will be taxable profits in the following years. Therefore, as at 31 December 2010, deferred tax asset is recognized in the accompanying consolidated financial statements for the losses Financial reports carried forward amounting to TL 36,619,494 (31 December 2009: TL 21,983,262). 172 31 December 2010 31 December 2009 Deferred tax assets 25.441.111 22.113.712 Deferred tax liabilities (3.960.115) (962.227) Deferred tax assets, net 21.480.996 21.151.485 For the years ended 31 December, the movement of the deferred tax assets/(liabilities) comprised the following: 2010 Beginning balance Period tax credit/ (expense) Ending balance 2009 21.151.485 1.892.379 329.511 19.259.106 21.480.996 21.151.485 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 26 Earnings per share The calculation of basic earnings per share was calculated by dividing the the income attributable to ordinary shareholders in consolidated statement of comprehensive income of this report to the weighted average number of ordinary shares outstanding: 2010 11.453.399 Net income/ (loss)for the period Weighted average number of shares 100.000.000 100.000.000 Earnings per 1.000 shares 114,53 178,53 Related parties As at 31 December, short-term trade receivables from related parties as follow: Trade receivables Unearned financing expense Other receivables 31 December 2010 31 December 2009 8.724.460 (38.210) 6.841.859 (38.210) (68.717) (38.210) 36.867 412.911 8.692.610 7.216.560 As at 31 December, short-term trade payables to related parties as follow: Trade payables 31 December 2010 9.658.830 31 December 2009 7.142.727 Unearned financing income (86.937) (43.891) Other payables 503.601 2.025.806 10.075.494 9.124.642 Since intra-Group balances and transactions between the Company and its subsidiaries are eliminated at the preparation of the consolidated financial statements they are not disclosed in this note. The details of the transactions between the Group and other related parties are described below. Financial reports 27 2009 17.852.738 173 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Due from related parties 31 December 2010 Trade Other Receivable Receivable 31 December 2009 Trade Other Receivable Receivable Shareholders Mehmet Ali Aydınlar -- 149 -- -- Said Haifawi -- -- -- 155.751 165.932 Group companies Acıbadem Sigorta 7.527.102 735 5.666.000 Çukurova Bilim 939.510 -- 941.508 566 Acıbadem Diş 185.569 13.068 195.925 33.647 24.988 -- 22.751 -- 5.312 -- 8.385 -- Akademia 17.342 1.668 7.090 28.120 Aydınlar Sağlık Hizmetleri 24.637 882 -- -- Aplus -- 17.692 200 2.339 Telepati Tanıtım -- 2.141 -- -- BLAB -- 266 -- 265 Acıbadem Holding Acıbadem Üniversitesi Kerem Aydınlar Vakfı -- 266 -- 15.226 Acıbadem Yatırım -- -- -- 8.014 Almond Holding -- -- -- 1.633 Acıbadem Vakfı -- -- -- 1.268 Acıbadem Proje -- -- -- 150 8.724.460 36.867 6.841.859 412.911 Due to related parties 31 December 2010 31 December 2009 Trade Receivable Other Receivable Trade Receivable Other Receivable Mehmet Ali Aydınlar -- 15.461 -- 15.058 Hatice Seher Aydınlar -- 1.546 -- 1.506 Said Haifawi -- 36.070 -- -- Other -- 1.755 -- 1.729 Acıbadem Proje 1.460.349 38.277 3.328.100 7.513 Aplus 6.454.852 -- 2.484.234 -- 912.545 -- 689.902 -- Financial reports Shareholders 174 Group companies Telepati Tanıtım Acıbadem Diş 440.519 77.503 298.595 -- Acıbadem Sigorta 278.768 332.536 209.584 -- Acıbadem Holding 2.000.000 111.737 437 128.520 Acıbadem Vakfı -- 16 -- -- Acıbadem Üniversitesi 60 -- -- -- Çukurova Bilim -- -- 3.792 -- 9.658.830 503.601 7.142.727 2.025.806 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Related party transactions (Sales) For the years ended 31 December, sales and services to related parties are as follows: 2010 Services Fixed Assets Others 52.252.824 -- 499.616 Çukurova Bilim 935.132 -- 3.600 Acıbadem Holding 225.857 700 -- 107 -- 48.037 Acıbadem Sigorta Acıbadem Diş 41.614 -- 145.343 Acıbadem Sağlık Yatırımları Holding A.Ş. Aplus -- -- 2.904 Almond Holding A.Ş. -- -- 2.904 128 -- -- -- -- 90.920 1.910 -- 178.088 -- -- 62.400 53.457.572 700 1.033.812 Acıbadem Sigorta Services 39.290.897 Fixed Assets -- Others 379.254 Çukurova Bilim 380.555 -- -- Acıbadem Holding 201.096 -- -- Acıbadem Diş Akademia Aydınlar Sağlık Hizmetleri Ltd.Şti Acıbadem Proje Yönetimi Telepati Tanıtım 2009 158.395 -- -- Aplus 69.638 -- 453.952 Acıbadem Proje Yönetimi 17.924 -- 159.378 70 -- 60.000 40.118.575 -- 1.052.584 Telepati Tanıtım Related party transactions (Purchases) For the years ended 31 December, the purchases from related parties are as follows: Acıbadem Proje(*) Services 30.773.162 Fixed Assets 76.494 Others -- Aplus 34.187.926 -- 111.502 Acıbadem Sigorta 5.946.472 -- 467.487 Telepati Tanıtım 5.261.870 -- -- 489.932 -- -- 1.379 -- -- 182.808 -- -- 47 -- -- 76.843.596 76.494 578.989 Acıbadem Diş Almond Holding Acıbadem Holding Akademia Financial reports 2010 175 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 2009 Services Others Acıbadem Proje(*) 26.320.272 26.152 -- Aplus 20.253.392 -- -- Acıbadem Sigorta 4.877.446 -- 475.692 Telepati Tanıtım 2.998.289 -- -- Acıbadem Diş 954.444 -- -- Çukurova Bilim 141.112 -- -- 22.618 -- 29.264 3.327 80.397 -- 55.676.158 106.549 504.956 Acıbadem Holding Akademia Fixed Assets (*) Serviced purchased from Acıbadem Proje comprised the construction services for the construction of hospital buildings. Guarantees and similar obligations given on behalf of related parties As at 31 December 2010, the details of the guarantees given as security for the credits used by the subsidiaries which are included in consolidation and to the other related parties are as follows: Financial reports Guarantee given 176 Date Currency type Amount (Foreign Currency) Amount (TL) Acıbadem Labmed 18.01.2005 USD 5.000 7.730 Acıbadem Labmed 04.08.2005 USD 1.000.000 1.546.000 1.538.270 Acıbadem Labmed 26.12.2006 USD 995.000 Acıbadem Labmed 10.12.2010 -- -- 850.000 Acıbadem Poliklinikleri 31.05.2005 -- -- 2.000.000 Acıbadem Poliklinikleri 15.10.2007 -- -- 869.250 Acıbadem Poliklinikleri 04.11.2004 -- -- 950.000 500.000 Acıbadem Poliklinikleri 05.10.2006 -- -- Acıbadem Mobil 09.10.2008 -- -- 70.000 Acıbadem Mobil 21.01.2009 -- -- 215.000 Acıbadem Mobil 03.06.2009 -- -- 15.000 Acıbadem Mobil 14.07.2009 -- -- 400.000 Acıbadem Mobil 02.06.2010 -- -- 300.000 Acıbadem Mobil 25.11.2010 -- -- 500.000 Acıbadem Kayseri 15.03.2008 USD 200.000 309.200 Acıbadem Kayseri 28.04.2008 USD 421.000 650.866 Acıbadem Kayseri 18.09.2008 USD 5.000.000 7.730.000 Acıbadem Kayseri 22.10.2009 -- -- 10.000.000 Aplus 20.09.2006 -- -- 150.000 Aplus 06.09.2007 -- -- 420.000 Aplus 05.10.2007 -- -- 200.000 Aplus 12.02.2008 -- -- 500.000 International Hospital 31.08.2009 -- -- 6.100.000 International Hospital 22.10.2009 USD 2.000.000 3.092.000 International Hospital 14.04.2006 USD 6.000.000 9.276.000 Acıbadem Holding 12.04.2005 -- -- 1.850.000 50.039.316 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December 2010, the Acıbadem Poliklinikleri, consolidated subsidary has given guarantees on behalf of Acıbadem Holding A,Ş, one of the other related parties, regarding to cash credit line up to TL 2,850,000 from İş Bankası, on behalf of International Hospital regarding to cash credit line up to TL 4,089,858 and cash credit line up to USD 2,000,000 from İş Bankası and on behalf of Acıbadem Kayseri to cash credit line up to TL 3,024,000 from Vakıflar Bankası, which are available for use in the future. As at 31 December 2010, Mehmet Ali Aydınlar, shareholder of the Company and Acıbadem Poliklinikleri, consolidated subsidiary gave guarantees on behalf of the Company regarding to the cash credit line up to TL 1,760,181 and non-cash credit line up to USD 7,887,794 (LC) from İş Bankası which are available for use in the future. Key management compensation For the year ended 31 December 2010, sum of the compensation to key management is TL 7,412,679 (31 December 2009: TL 3,175,108) Nature and level of risks arising from financial instruments Financial Risk Management Policies The main financial instruments of the Group are bank loans, cash and short term bank deposit. The main reason for the usage of these financial instruments is providing funds for the Group’s activities. The Group also has trade receivables and trade payables that directly occur during the main activities. The financial risks are currency risk, interest risk, credit risk and liquidity risk. The Group management manages these risks as explained below: Capital Risk Management The primary objective of the Group is ensuring the continuity of operations while increasing profitability by using the balance between liabilities and equity in a most effective way. The capital structure of the Group is consists of the items which include the liabilities, cash and cash equivalents, paid-in capital which is explained in Note 18, capital reserves and profit reserves. The cost of capital and the risks associated with each share capital component are evaluated by the key management of the Group. During these evaluations, if the acceptance of Board of Directors is needed, the key management represents the evaluation to the Board of Directors for their evaluation. The general policy and procedure of the Group is not different from the previous period’s. Significant Accounting Policies Credit risk is the risk of handling a financial loss which is caused by another related party by not fulfilling the Financial reports 28 obligations regarding to a financial instrument. 177 The significant accounting policies of the Group are summarized in Note 2 (Basis of Presentation of Financial Statements). Credit Risk Having the financial instruments gives the risk of not fulfilling the requirements of the agreement by the other parties. The collection risk of the Group is mainly caused from its trade receivables. Trade receivables are evaluated by management according to the Group’s procedure and policies and are carried in the balance sheet as the net of impairment provision (Note 7). Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated As at 31 December, credit risk details are as follows: Receivables Trade receivables 31 December 2010 Maximum exposure to credit risk at the reporting date (A+B+C+D+E) Other receivables Related party Other party Related party Other party Bank deposits Other 8.655.743 69.570.714 36.867 455.601 23.235.327 -- -- -- -- -- -- -- 8.655.743 60.015.507 36.867 455.601 23.235.327 -- B, Carrying amount of financial assets whose terms were renegotiated, otherwise are overdue and impaired -- -- -- -- -- -- C, Carrying amount of assets that are overdue but not impaired -- 9.555.207 -- -- -- -- - Carrying amount secured with collateral -- -- -- -- -- -- - Secured portion of maximum credit risk with collateral A, Carrying amount of financial assets that are not overdue and not impaired D, Carrying amount of assets that are impaired -- -- -- -- -- -- - Overdue (gross carrying amount) -- 5.473.602 -- -- -- -- - Impairment (-) -- (5.473.602) - Carrying amount secured with collateral -- - Not overdue (gross carrying amount -- -- -- --- -- -- -- -- -- -- -- - Impairment (-) -- -- -- -- -- -- - Carrying amount secured with collateral -- -- -- -- -- -- E, Factors that include off balance sheet credit risks -- -- -- -- -- -- Receivables 31 December 2009 Financial reports Maximum exposure to credit risk at the reporting date (A+B+C+D+E) - Secured portion of maximum credit risk with collateral A, Carrying amount of financial assets that are not overdue and not impaired 178 Trade receivables Other receivables Bank deposits Related Other Related Other party party party party Other 6.803.649 55.327.404 412.911 426.287 18.215.768 -- -- -- -- -- -- -- 6.803.649 50.356.035 412.911 426.287 18.215.768 -- B, Carrying amount of financial assets whose terms were renegotiated, otherwise are overdue and impaired -- -- -- -- -- -- C, Carrying amount of assets that are overdue but not impaired -- 4.971.369 -- -- -- -- - Carrying amount secured with collateral -- -- -- -- -- -- -- -- -- -- D, Carrying amount of assets that are impaired -- -- - Overdue (gross carrying amount) -- 4.396.956 -- -- -- -- - Impairment (-) -- (4.396.956) -- -- -- -- - Carrying amount secured with collateral -- -- -- -- -- -- -- -- -- -- -- -- - Not overdue (gross carrying amount - Impairment (-) -- -- -- -- -- -- - Carrying amount secured with collateral -- -- -- -- -- -- -- -- -- -- -- -- E, Factors that include off balance sheet credit risks Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Liquidity Risk The Group manages its liquidity needs by regularly planning its cash flows or by maintaining sufficient funds and borrowing sources by matching the maturities of liabilities and assets. Liquidity risk is probability of not fullfill fund obligations of the Group. Prudent liquidity risk management implies maintaining sufficient cash, securing availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Group manages its present and future funding risk by maintaining a balance between continuity and availability of funding through the use of bank loans and other borrowing sources from high quality lenders. The tables listed below are representing the maturities of non-derivative financial liabilities. As at 31 December 2010, maturities of non-derivative financial liabilities are as follows: Contractual maturities Non-derivative financial liabilities Carrying value Less than 3 months(I) Between 3-12 months (II) Between 1-5 years (III) Over 5 years (IV) Without maturity 373.920.898 443.382.126 46.029.958 47.167.258 238.740.015 111.444.895 -- 97.810.592 129.403.083 2.934.926 18.828.820 94.671.662 12.967.673 -- Carrying value Expected total cash out flow (=I+II+III+IV) Between Less 3-12 than 3 kısa (I) months (II) Between 1-5 years (III) Over 5 years (IV) Without maturity Trade payables 88.639.626 89.327.745 70.679.528 11.922.326 6.725.891 -- -- Other payables 21.030.900 21.030.900 21.030.900 -- -- -- -- Financial liabilities Financial lease liabilities Expected maturities Non-derivative financial liabilities STotal cash outflow per agreement (=I+II+III+IV) As at 31 December 2009, maturities of non-derivative financial liabilities are as follows: Carrying value Between 1-5 Without years (III) Over 5 years (IV) maturity Non-derivative financial liabilities Financial liabilities Financial lease liabilities Expected maturities 351.601.295 351.601.295 3.023.669 31.589.566 211.589.060 105.399.000 -- 71.850.718 102.638.279 2.431.357 10.718.671 68.672.065 20.816.186 -- Carrying value Non-derivative financial liabilities Between Expected total cash Less than 3 3-12 out flow (=I+II+III+IV) months (I) months (II) Between 1-5 Without Over 5 years (IV) years (III) maturity Financial reports Contractual maturities Total cash outflow Between per agreement Less than 3 3-12 (=I+II+III+IV) month (I) months (II) 179 Trade payables 74.306.271 74.898.612 49.919.155 12.508.752 12.470.705 -- -- Other payables 39.937.833 21.869.433 21.869.433 -- 18.068.400 -- -- Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Market risk The Group is exposed to market risk arising from changes in interest rates, foreign currency or in the fair value of financial assets and other financial contracts that may affect the Group adversely. The major risks for the Group are currency risk and interest rate risk, which result from operating activities. Foreign currency risk and related sensitivity analysis Foreign exchange risk of Group mainly results from that the Group has liabilities denominated in USD and Euro. Additionally, the Group has foreign exchange risk resulting from the transactions it makes. These risks are derived from good purchases and sales and use of loans and finance leases in foreign currency which is different from the Group’s functional currency. As at 31 December 2010 and 2009, the net foreign currency position of the Group is TL 451,099,396 (short) and TL 457,507,196 (short) position, respectively. 31 December 2010 Foreign currency denominated assets 31 December 2009 3.642.949 Foreign currency denominated liabilities 441.058 (471.122.122) Hedged foreign currency denominated liabilities Net foreign currency position (479.028.054) 16.379.777 21.079.800 (451.099.396) (457.507.196) FOREIGN CURRENCY POSITION 2010 CONSOLIDATED 1. Trade receivables 2a.Monetary financial assets (include cash and bank deposit) 2b. Non-monetary financial assets Euro GBP CHF 186 -- 2.904.708 774.977 829.344 2.673 487 -- -- -- -- -- -- 1.218 2.906.997 775.163 829.344 2.673 1.705 -- -- -- -- 737.954 -- 360.136 -- -- 6b. Non-monetary financial assets -- -- -- -- -- 7. Other -- -- -- -- -- 4. Current Assets (1+2+3) 5. Trade receivables 6a. Monetary financial assets 8. Non Current Assets (5+6+7) Financial reports USD 2.002 3. Other 180 TL Equivalent (Functional currency) 287 9. Total Assets (4+8) 737.954 -- 360.136 -- -- 3.644.951 775.163 1.189.480 2.673 1.705 10. Trade payables 10.452.615 3.077.757 2.778.340 547 -- 11. Financial liabilities 55.830.853 25.546.360 4.144.047 -- 4.772.243 12a. Other monetary liabilities 18.552.000 12.000.000 -- -- -- 12b. Other non-monetary liabilities 13. Current Liabilities (10+11+12) 14. Trade payables -- -- -- -- -- 84.835.468 40.624.117 6.922.387 547 4.772.243 6.310.079 3.500.000 438.768 -- -- 379.928.405 195.992.096 14.072.921 -- 29.254.048 16a. Other monetary liabilities -- -- -- -- -- 16b. Other non-monetary liabilities -- -- -- -- -- 15. Financial liabilities Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated FOREIGN CURRENCY POSITION 2010 TL Equivalent (Functional currency) USD Euro GBP CHF 17. Non-Current Liabilities (14+15+16) 386.238.484 199.492.096 14.511.688 -- 29.254.048 18. Total Liabilities (13+17) 471.073.952 240.116.212 21.434.075 547 34.026.291 16.379.777 10.594.940 -- -- -- 19a. Off balance sheet foreign currency denominated derivatives assets amount 152.736.977 98.794.940 -- 1.218 19b. Off balance sheet foreign currency denominated derivatives liabilities amount 136.357.200 88.200.000 -- -- -- (451.049.224) (228.746.110) (20.244.596) 2,126 (34.024.586) (467.431.003) (239.341.050) (20.244.596) 2,126 (34.025.804) -- -- -- CONSOLIDATED 19. Off balance sheet foreign currency denominated derivatives net assets/liabilities position (19a-19b) 20. Net foreign currency denominated assets / (liabilities) position (9-18+19) 21. Monetary accounts net foreign currency denominated assets /(liabilities) position (=1+2a+5+6a-10-11-12a-14-15-16a 22. Fair value of hedging financial instruments 23. Hedged foreign currency denominated assets -- -- -- -- -- 24. Hedged foreign currency denominated liabilities -- -- -- -- -- 25. Export -- -- -- -- -- 26. Import -- -- -- -- -- CONSOLIDATED 1. Trade receivables 2a.Monetary financial assets (include cash and bank deposit) 2b. Non-monetary financial assets 3. Other TL Equivalent (Functional currency) USD Euro JPY GBP CHF Other 1.624 146 650 -- -- -- -- 439.434 176.984 63.885 -- 14.338 470 -- -- -- -- -- -- -- -- -- -- -- -- -- 14.338 470 -- -- -- -- 441.058 177.130 64.535 5. Trade receivables -- -- -- -- -- -- -- 6a. Monetary financial assets -- -- -- -- -- -- -- 6b. Non-monetary financial assets -- -- -- -- -- -- -- 7. Other -- -- -- -- -- -- -- -- -- -- -- -- 14.338 470 -- 2.637 -- -- 4. Current Assets (1+2+3) 8. Non Current Assets (5+6+7) 9. Total Assets (4+8) 10. Trade payables -- -- -- 441.058 177.130 64.535 18.334.783 4.295.132 5.490.879 -- 11. Financial liabilities 27.428.721 13.239.109 3.347.557 -- -- 181.387 -- 12a. Other monetary liabilities 20.835.326 13.837.634 -- -- -- -- -- -- -- -- -- -- -- -- 66.598.830 31.371.875 8.838.436 -- 2.637 181.387 -- 7.950.546 4.000.000 892.351 -- -- -- -- 383.398.878 210.327.681 8.563.522 -- -- 32.575.705 -- 12b. Other non-monetary liabilities 13. Current Liabilities (10+11+12) 14. Trade payables 15. Financial liabilities Financial reports FOREIGN CURRENCY POSITION 2009 181 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated TL Equivalent (Functional currency) 21.079.800 USD Euro JPY GBP CHF Other 14.000.000 -- -- -- -- -- -- -- -- -- -- 36.766.471 -- 17. Long term liabilities (14+15+16) 412.429.124 228.327.681 9.455.873 -- -- 32.575.705 -- 18. Total Liabilities (13+17) 479.028.054 259.699.557 18.249.310. -- 2.367 32.757.092 -- 19. Off balance sheet foreign currency denominated derivatives net assets/liabilities position (19a-19b) -- -- -- -- -- -- -- 19a. Off balance sheet foreign currency denominated derivatives assets amount -- -- -- -- -- -- -- 19b.Off balance sheet foreign currency denominated derivatives liabilities amount -- -- -- -- -- -- -- 20.Net foreign currency denominated assets / (liabilities) position (9-18+19) (478.586.996) (259.522.427) (18.229.775) -- 11.971 (32.756.622) -- 21. Monetary accounts net foreign currency denominated assets /(liabilities) position (=1+2a+5+6a-10-11-12a-14-15-16a) (474.586.996) (259.522.427) (18.229.775) -- 11.971 (32.756.622) -- CONSOLIDATED 16b. Other non-monetary liabilities 16a. Other monetary liabilities 22. Fair value of hedging financial instruments 19.938.619 13.242.093 -- -- -- -- -- -- -- -- -- -- -- -- 21.079.800 14.000.000 -- -- -- -- -- 25. Export -- -- -- -- -- -- -- 26. Import -- -- -- -- -- -- -- 23. Hedged foreign currency denominated assets 24. Hedged foreign currency denominated liabilities The foreign currency risk of the Group is related to the bank loans borrowed and financial lease liabilities. The Group has a pricing policy that changes according to the deviations in the long term borrowings and volatility of foreign exchange rates for minimizing this risk. Furthermore, the Company hedges 18 months portion of Financial reports principles and the related interest payments related to the long term bank loans of USD 200,000,000 used from 182 Garanti Bankası at the “Future Transactions Market”. These forward transactions are comprised purchasing of USD 10,594,940 in total in January 2011. The Group has a right to purchase USD 10,594,940 at an exchange rate of 1.5585. Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated The changes in foreign currency position of the Group as of the balance sheet date are as follows: Foreign currency sensitivity analysis 31 December 2010 Profit/Loss Increase of foreign currency Equity Increase of foreign currency Decrease of foreign currency Decrease of foreign currency Change of USD exchange rate against TL by 10%: 1- USD denominated net assets/liabilities 2- Hedged amount against USD Dollar risk (-) 3- Net effect of USD (1+2) (37.002.126) 37.002.126 -- -- -- -- -- -- (37.002.126) 37.002.126 -- -- Change of Euro exchange rate against TL by 10%: 4- Euro denominated net assets/liabilities 5- Hedged amount against Euro risk (-) 6- Net effect of Euro (4+5) (4.148.320) 4.148.320 -- -- -- -- -- (4.148.320) 4.148.320 -- -- Change of other currencies against TL by 10%: TOTAL (3+6+9) (5.592.454) (5.592.654) -- -- -- -- -- (5.592.454) (5.592.654) -- -- (46.742.900) 35.557.793 -- -- Foreign currency sensitivity table 31 December 2009 Profit/Loss Decrease Increase of of foreign foreign currency currency Change of USD exchange rate against TL by 10%: 1- USD denominated net assets/liabilities (38.775.152) 38.775.152 2- Hedged amount against USD Dollar risk (-) Equity Increase Decrease of foreign of foreign currency currency -- -- 2.107.980 (2.107.980) -- -- (36.667.172) 36.667.172 -- -- Change of Euro exchange rate against TL by 10%: 4- Euro denominated net assets/liabilities (3.938.178) 3.938.178 5-Hedged amount against Euro risk (-) 3- Net effect of USD (1+2) -- -- -- -- -- -- (3.938.178) 3.938.178 -- -- Change of other currencies against TL by 10%: 7- Other foreign currency denominated net (4.744.230) 4.744.229 assets/liabilities 8- Hedged amount against other foreign risk (-) -- -- -- -- -- -- 9- Net effect of other foreign currency (7+8) 6- Net effect of Euro (4+5) TOTAL (3+6+9) Financial reports 7- Other foreign currency denominated net assets/liabilities 8- Hedged amount against other foreign risk (-) 9- Net effect of other foreign currency (7+8) 183 (4.744.230) 4.744.230 -- -- (45.349.580) 45.349.580 -- -- Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated Interest rate risk The Group is exposed to interest rate risk arising from interest rate sensitive financial liabilities. As part of its fund management policy, the interest risk of interest bearing assets is calculated by performing sensitivity analysis. The sensitivity of interest sensitive assets in response to changes in market interest rates is computed based on the average maturities and average interest sensitive assets; the interest rate risk arising from the securities portfolio held as part of fund management function is monitored within expectations of market rates by closely watching the financial markets. Additionally, as at 31 December 2010, the Company has swap transactions which are hedging USD 88,200,000 portion of outstanding USD 196,000,000 credit used from Garanti Bankası from the risk of interest rate changes. The interest rate position table is as follows: Interest rate position 2009 2010 Fixed interest bearing financial instruments Financial assets Time deposits Financial liabilities 18.249.666 16.808.973 140.027.859 88.512.239 Variable interest bearing financial instruments Financial assets Financial liabilities -- -- 331.703.631 334.939.774 As at 31 December 2010, interest bearing assets and liabilities consist of bank loan, bank deposits and financial leases, after deducting the effect of the above-mentioned interest swap, if the interest rates applied to Group increase by 1 percent, the net profit of the period will increase by TL 2,773,794 (31 December 2009: TL 7,301); if the interest rates applied to Group decrease by 1 percent, the net profit of the period will decrease by TL 4,493,922 (31 December 2009: TL 7,301). 29 Financial Instruments: Fair Value Disclosure As at 31 December, fair value of financial assets and liabilities are as below: 2010 Note Cash and cash equivalents 5 Trade receivables 7 Trade receivables from related parties 25 Other receivables from related parties 25 36.867 36.867 412.911 412.911 8 1.109.405 1.109.405 1.993.042 1.993.042 Financial reports Financial Assets 184 2009 Carrying Amount Other receivables Other current and non-current assets Fair Value Carrying Amount Fair Value 25.985.237 25.985.237 19.286.318 19.286.318 69.570.714 69.570.714 55.327.404 55.327.404 8.655.743 8.655.743 6.803.649 6.803.649 15 26.846.686 26.846.686 29.475.474 29.475.474 132.204.652 132.204.652 113.298.798 113.298.798 Acıbadem Sağlık Hizmetleri ve Ticaret Anonim Şirketi and Its Subsidiaries Notes to the Consolidated Financial Statements As at and for the year ended 31 December 2010 Amounts expressed in Turkish Lira(“TL”) unless otherwise stated 2010 2009 Financial liabilities 6 Carrying Amount 471.731.490 471.731.490 Carrying Amount 423.452.013 Trade payables 7 79.067.733 79.067.733 67.207.435 67.207.435 25 9.571.893 9.571.893 7.098.836 7.098.836 Financial liabilities Note Fair Value Fair Value 423.452.013 Trade payables to related parties Other payables to related parties Other payables 25 503.601 503.601 2.025.806 2.025.806 8 18.590.729 18.590.729 37.912.027 37.912.027 Other liabilities 15 12.925.746 12.925.746 17.363.975 17.363.975 592.391.192 592.391.192 555.060.092 555.060.092 Fair value is the amount which can be measurable with closest market price that can be obtained in a sale process except forced sale or liquidation in which there are applicants for both selling and buying. The estimated fair values of financial instruments have been determined using available market information by the Group, using appropriate valuation methodologies. However, judgement is necessarily required to interpret market data to determine the estimated fair value. While the management of the Company has used available market information in estimating the fair values, the market information may not be fully reflective of the value that could be realized in the current circumstances. The following methods and assumptions are used for the determination of fair values of financial instruments: Fair values of cash and cash equivalents, including accrued interest, and other financial assets are assumed to approximate their carrying amounts due to their short-term maturity and being subject to insignificant credit risk. Fair values of trade receivables net of doubtful receivables are assumed to approximate their carrying amounts. Classification of fair value measurement IFRS 7 – Financial Instruments: Disclosures requires the measurements of fair value of financial instruments to be classified in a hierarchy that reflects the significance of the valuation inputs used. This classification prioritises observable data, using market data obtained from independent sources, in preference to unobservable data that relies, for example on the use of predictions and assumptions about market prices by the Group. This sort of categorization generally results in the classifications below: Level 1: Fair value measurements using quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Fair value measurements using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). data (i.e. unobservable inputs). The classification of fair value measurements of financial assets and liabilities measured at fair value is as follows: 2010 Financial investments 2009 Financial investments Level 1 Level 2 Level 3 - (4.299.190) - - (4.299.190) - Level 1 Level 2 Level 3 - (2.766.926) - - (2.766.926) - Financial reports Level 3: Fair value measurements using inputs for the assets or liability that are not based on observable market 185 30 Subsequent events A letter of intent to acquire %50 of Sistina Medikal and Sistina Hospital shares owned by Macedonian firm Orka Holding for Euro 20,000,000 is signed by the Group. Sistina Hospital operates general purpose hospital building of 16,000 m² area and plans to make investment of 3,500 m² oncology and 3,500 m² logistic support center. After valuation, the final agreement that defines the rights and obligations of parties will be signed. There is no capital and management relationship between the Group and Orka Holding. According to Board of Director resolution dated 22 March 2011, the Company will merge with Acıbadem Kayseri Hastanesi, consolidated subsidiary of the Company whose 99.99% of its capital owned by the Company, in terms of Turkish Commercial Code (“TTC”) 146-151 and 451th Articles of Turkish Commercial Code, 19th and 20th Articles of Corporate Tax Law and Serial:1 No.31 and No.41 decrees of CMB. The merger will be made by using 31 December 2010 financial statements of Acıbadem Kayseri by taking whole assets and liabilities by the Company. The legal process has been started. Increasing efficiency, providing saving and stronger financial position is aimed by this merger. According to Board of Director resolution dated 9 March 2011, Acıbadem Polikinikleri which is the consolidated subsidary of the Company has increased its shares to 85% by acquiring additional 35% shares of its subsidiary Konur Sağlık. The determined price for shares is amounting to USD 945,000, the payment will be made in three equal installments. Acıbadem Mobil which is the consolidated subsidiary of the Company has increased its paid in capital from TL 1,000,000 to TL 4,500,000 by additional payment amounting to TL 3,500,000. The total increase is committed by Acıbadem Poliklinikleri, consolidated subsidiary of the Company, in cash and as a result of the increase the share of the Group rose to 82.22%. The group has started negotiations to acquire 100% shares of Göztepe Şafak Hospital located in Göztepe, İstanbul and John F. Kennedy (“JFK”) Hospital located in Bahçelievler, İstanbul. There is no capital and management relationship between Group and owners of those hospitals. 31 Other matters that may have a material effect on, or preventing the clear understanding of the consolidated financial statements Financial reports None. 186 Abstract of Independent Auditor’s Report To the Board of Directors of ACIBADEM SAĞLIK HİZMETLERİ VE TİCARET A.Ş. and Its Subsidiaries Name of the Partnership: : ACIBADEM SAĞLIK HİZMETLERİ VE TİCARET A.Ş. Headquarter: : Acıbadem, Tekin Sok. No. 18 Kadıköy / 34718 Istanbul Issued Capital: : 100.000.000,00-TL Field of Operation: : Hospital Management Names, surnames, term of duty, whether they are shareholders or personnel of the company. : Armağan ÖZEL – Emin Gökalp BAŞ 2 (two) Years, Company Shareholders Number of Administrative Board Meetings and Auditing Board Meetings Attended : All Meetings Scope of the audit on partnership accounts, books and documents dates of examination and conclusion : After examining the legal books and documents every 3 months, it is concluded that the records are regular and accurate The number and conclusion of the counting of the cash in accordance with the sub clause 3 of paragraph 1 of the article 353 of Turkish Trade Law : The Company’s cash was counted 4 times and actual currents and book records are deemed appropriate. Auditing date and conclusions in accordance with the sub clause 4 of paragraph 1 of the article 353 of Turkish Trade Law : As a result of the monthly examinations, it was concluded that the submitted valuable papers are available are in conformity with the book records. Submitted complaints and corruptions and the actions taken accordingly : There is not any complaint or corruption submitted. We have audited the accounts and transactions of ACIBADEM SAĞLIK HİZMETLERİ VE TİCARET A.Ş. for the period between 01.01.2010 – 31.12.2010 in accordance with the Turkish Trade Law, articles of incorporation, and other legislation and generally accepted accounting principles and standards. In our opinion, the accompanying Balance Sheet prepared as of 31.12.2010 gives the actual financial state of the Company on the date mentioned; the Income Statement of the 01.01.2010 – 31.12.2010 gives the operation results of the mentioned period in an appropriate and fair way. We respectfully submit the Balance Sheet and Income Statement for approval and the Administrative Board for laundering. Auditor Armağan ÖZEL Auditor Emin Gökalp BAŞ Financial reports 190 Ratios (*) Financial Analysis Liquidity Analysis 1. Current Rate Revolving Assets / Short Term Debts 2. Liquidity Rate Revolving Assets - Stocks / Short Termed Loan Capitals 3. Cash Rate Liquid Assets / Short Termed Loan Capitals Financial Structure Analysis 1. Debt Rate Total Debts / Assets Total 2. Shareholders’ Equity Rate Shareholders’ Equity / Assets Total 3. Rate of Shareholders’ Equity to Debts Total Shareholders’ Equity / Total debts 4. Rate of Short Termed Debts to Assets Total Short Termed Loan Capitals / Assets Total 5. Rate of Long Termed Debts to Assets Total Long Termed Loan Capitals / Assets Total 6. Rate of Covering Interests Fixed Assets / Shareholders’ Equity 7. Rate of Covering Interests Interest Costs + Pre-tax Profit / Interest Costs Activity Rates 1. Stock Transfer Rate Cost of Goods Sold / Average Stock 2. Receivable Transfer Rate Net Sales / Short Termed Trade Receivables, net 3. Average Collection Period of Receivables -Day -Month 4. Assets Transfer Rate Net Sales / Assets Total 5. Shareholders’ Equity Transfer Rate Net Sales / Average Shareholders’ Equity Profitability Rates 1. Gross Sales Profit Rate Gross Sales Profit / Net Sales x100 2. Operating Profit Rate Operating Profit / Net Sales x 100 3. Rate of Net Profit to Net Sales Net Profit / Net Sales x100 4. Rate of Net Profit to Shareholders’ Equity Net Profit / Shareholders’ Equity Per Share Information 1. Number of Shares 2. Net Sales Per Share 3. Net Profit Per Share - To Ordinary Shares - To Preferred Shares 4. Dividend Per Share - To Ordinary Shares - To Preferred Shares 5. Book Value (Shareholders’ Equity - Dividend) 6. Book Value of A Share Growth Rate 1. Net Sales 2. Net Profit 3. Shareholders’ Equity Growth Price / Earning Rates 1. Dividend Amount 2. Total Market Value Capital x Market Price 3. Price / Earning Rate Market Value / Net Profit 4. Dividend Efficiency (Total Dividend / Market Share) 5. Market Share / Book Value 2010 2009 0,66 0,77 0,60 0,70 0,11 0,12 0,83 0,82 0,17 0,18 0,21 0,22 0,32 0,23 0,51 0,59 4,04 3,97 1,29 0,93 45,34 48,07 9,35 8,99 39,03 1,28 40,58 1,33 0,95 0,79 5,62 4,54 19,40 14,36 8,48 4,17 1,39 2,18 0,08 0,12 100.000.000 7,32 100.000.000 5,59 0,10 0,10 0,16 0,16 0,00 0,00 131.323.682 1,31 0,00 0,00 128.800.332 1,29 0,31 0,31 -0,36 0,02 -1,43 0,10 0 0,00 1.265.000.000 870.000.000 124,40 55,10 0,00 0,00 9,63 6,75 (*) Based on consolidated amounts in accordance with CMB Communique Series:XI No:29 Information and Progresses Pertinent to Financial Issues for 2010 1. Fixed Asset Investments: Investment expenditures pertinent to fixed assets amount is 96.308.346 TL in total. Investment groups can be summarized as follows; Buildings Medical Device and Equipment Vehicle Purchase Fixture Purchase Construction Expenditures Intangible Fixed Asset Expenditures 2010 (TL) 46.673.636 37.555.161 1.368.713 7.397.168 2.249.366 1.064.302 2. Modifications on Articles of Incorporation within the Period: None. 3. . Modifications on Capital of Partnership within the Period, Dividends, Partnership Structure and Trend of Share Prices: 3.1. There was no modification in the total capital amount within the period. 3.2. Information on dividend distributed in the last three years is as follows; Years 2008 2009 2010 Non Cash ---- Cash (YTL) ---- Total Rate ---- ---- 3.3. Partnership structure of our company is demonstrated in balance sheet note 18. Date 31.12.2009 31.01.2010 28.02.2010 31.03.2010 30.04.2010 31.05.2010 30.06.2010 30.07.2010 31.08.2010 30.09.2010 27.10.2010 30.11.2010 31.12.2010 Lowest 8,65 8,80 7,70 8,90 11,00 10,90 12,40 12,60 12,80 13,90 13,40 12,55 12,55 Highest 8,75 8,90 7,90 9,35 11,30 11,40 12,60 12,90 13,40 14,30 13,70 12,80 12,70 Closure 8,70 8,85 7,85 9,00 11,30 11,20 12,50 12,90 13,00 14,00 13,50 12,70 12,65 Amount 14.293 12.356 9.942 68.873 56.159 46.880 30.655 12.862 59.963 31.102 16.294 15.079 5.571 Volume (TL) 124.199 109.456 77.505 629.404 625.104 525.175 381.934 164.161 787.688 440.284 220.807 191.121 70.269 Market Value (TL) 870.000.000 885.000.000 785.000.000 900.000.000 1.130.000.000 1.120.000.000 1.250.000.000 1.290.000.000 1.300.000.000 1.400.000.000 1.350.000.000 1.270.000.000 1.265.000.000 Financial reports 3.4. Trend of share prices as of the end of each month is as follows. (İMKB Code: ACIBD) 191 ACIBADEM SAĞLIK HİZMETLERİ VE TİC. A.Ş. OFFER FOR DISTRIBUTION OF EARNINGS TO BE PRESENTED TO ORDINARY GENERAL MEETING RELATED TO THE YEAR 2010 (Amounts are given as TL) Kindly submitted for your authorization and appreciation for not distributing of the dividends from the profit of 2010 period to the shareholders because of the continuing investments. ACIBADEM SAĞLIK HİZMETLERİ VE TİC. A.Ş. The Year 2010, table of Distribution of Earnings (TL) 1. Issued Capital 100,000,000.00 4,976,803.90 2. Total 1st disposal legal reserve (according to legal records) There is no information related to the privilege if there is so in accordance with articles of incorporation. According to Capital According to Legal Market Board (CMB) Records (LR) 3. Profit of the Period 18,258,253.00 31,334,733.99 4. Taxes Payable ( - ) -8,089,830.00 -3,974,053.48 5. Net Profit of the period ( = ) 10,168,423.00 27,360,680.51 6. Accumulated losses ( - ) 0,00 -21,268,116.40 7. First Disposal Legal Reserve ( - ) -304,628.21 -304,628.21 8. Amount of the distributable profit of subsidiaries included in -12,626,262.36 the consolidation (*), which is not decided to be distributed ( - ) 9. NET DISTRIBUTABLE PROFIT OF THE PERIOD ( = ) 0,00 5,787,935.90 10. Donations during the year ( + ) 1,147,500.00 11. Net distributable profit of the period added with donations 0.00 being calculated the first dividend 12. First dividends to shareholders 0.00 - Cash - Non Cash - Total 13. The dividends distributed to shareholders owning preferred 0.00 share 14. The dividends to the members of the board of directors, 0.00 employees, etc , Acıbadem Eğitim ve Sağlık Vakfı 15. The dividends to the owners of redeemed shares 0,00 16. Second dividends to shareholders 0.00 17. Second Disposal Legal Reserve 0.00 18. Statutory Reserves 19. Special Reserves 20. EXTRAORDINARY RESERVES 9,863,794.79 27,056,052.30 21. Other estimated distributable resources 0.00 0.00 - Accumulated Profit - Extraordinary Reserves - Other distributable reserves in accordance with the legislation and article of incorporation Financial reports (*) The partnership concept is used to comprise the main establishment, subsidiaries and participations. 192 INFORMATION ABOUT THE RATIO OF THE DISTRUBTED PROFIT SHARE (1) DIVIDENDS INFORMATION PER SHARE TOTAL AMOUNT OF DIVIDEND DIVIDENDS FOR 1 TL- PAR VALUE (YTL) AMOUNT RATIO GROUP (TL) (%) GROSS A 0 0 0 B 0 0 0 TOTAL 0 0 0 NET A 0 0 0 B 0 0 0 TOTAL 0 0 0 DISTRIBUTED PROFIT SHARING TO DONATIONS ADDED NET DISTRIBUTABLE PROFIT OF THE PERIOD RATIO THE AMOUNT OF THE PROFIT SHARE DISTRIBUTED TO SHAREHOLDERS (TL): 0 DISTRIBUTED PROFIT SHARE TO SHAREHOLDERS TO DONATIONS ADDED NET DISTRIBUTABLE PROFIT OF THE PERIOD RATIO (%): 0 (1) In case of the existence of preferred share group, discrimination of the groups will be done. Stockholders Information Directory Share Certificate Information Share certificates of Acıbadem Health Services and Trade Inc are quoted in IMKB under code ‘’ACIBD’’. Price and amount information of share certificates for 2010 can be attained from web pages of mediator agencies, daily newspapers, Financial Department of Acıbadem General Directorate. Status of Benefiting form Incentive Measures: Explained under balance sheet note 25. Status of Employment and Severance Pay Obligation: Explained under balance sheet notes 1 and 15. Affiliates and Subsidiaries: Explained under balance sheet footnotes 1 and 27. Investor Relations: Annual operational reports pertinent to our company can be supplied from the following address free of charge. Corporate Communication Directorate Acıbadem General Directorate Fahrettin Kerim Gökay Cad. No:49 Altunizade – İSTANBUL/TURKEY Annual Ordinary General Council Annual Ordinary General Council will be held on 29.07.2011 at 10:30 at company headquarters (Acıbadem, Tekin Sok. No:8 34718 Kadıköy-İSTANBUL) Independent Auditor Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. A Turkish Corporation and a Member Firm of KPMG International Büyükdere Cad. Yapı Kredi Plaza C Blok Kat 17 Levent / İstanbul Financial reports Tax Adviser Mazars Denge Denetim Yeminli Mali Müşavirlik A.Ş. Hürriyet Mah. Dr. Cemil Bengü Cad. Hak İş Merkezi No:2 K.1-2 34403 Çağlayan / İstanbul 193