Annual Report 2013
Transcription
Annual Report 2013
Reliable Technology ANNUAL REPORT 2013 Contents ASELSAN AT A GLANCE - Corporate Profile - Our Shareholders - Subsidiaries and Affiliates - Local Affiliates - Global Affiliates - Facilities in Turkey - Organization - Financial Highlights - Human Resources - R&D Activities - Exports - Cooperation between Universities and Industry - Collaboration with the Subsidiary Industry For detailed information please visit the Corporate Governance section at www.aselsan.com.tr www.aselsan.com.tr Corporate Profile AN INSTITUTION THAT TURNS KNOWLEDGE INTO POWER AND TRUST The Land, Naval and Air Forces Foundations were founded during 1970s with the donations of the Turkish people in order to cover Turkey’s military defence needs through national means. ASELSAN became operational in 1975 under the Land Forces Foundation. Today, ASELSAN is an institution under the Turkish Armed Forces Foundation (TAFF). As underlined by the founders of ASELSAN during the foundation of the company, our basic strategy is to develop unique products and systems by making use of critical technologies. MISSION; To design and develop indigenous systems in the fields of defense electronics by using high-end technologies surpassing customer expectations, to utilize our accumulated know-how for commercial applications, and to increase the value of our assets and resources. VISION; To become one of the top fifty defense industry companies in the world by creating values with customer oriented approach and state-of-the-art technology. OUR VALUES; Customer Oriented Dynamic Effective Innovative Modest Socially and Environmentally Aware Reliable Team Spirit Work Discipline ASELSAN at a Glance ASELSAN Annual Report 2013 2 Our Shareholders OUR SHAREHOLDERS SHARE AMOUNT (TL) SHARE (%) 422,912,812.23 84.58 76,509,342.32 15.30 577,845.45 0.12 500,000,000.00 100.00 Turkish Armed Forces Foundation Quoted in Borsa Istanbul Other Shareholders Total 84.58% TAFF 15.30% BIST 84.58% Turkish Armed Forces Foundation (TAFF) 15.30% Quoted in Borsa Istanbul 0.12% Other Shareholders Subsidiaries and Affiliates SUBSIDIARIES SHARE AMOUNT SHARE (%) ASELSAN Baku 1,735,212 USD 100.000 AselsanNet Ltd. Şti. 1,000,000 TL 100.000 37,582,350 TL 96.365 Mikroelektronik Ltd. Şti. 55,250 TL 85.000 IGG ASELSAN Integrated Systems LLC 98,000 UAE Dirham 49.000 Mikes A.Ş. Kazakhstan ASELSAN Engineering LLP ASELSAN Middle East PSC. Ltd. Roketsan A.Ş. 34,300,000 KAZAKHSTAN Tenge 1,225,000 JORDAN Dinar 49.000 49.000 21,906,223 TL 14.897 Aspilsan A.Ş. 56,000 TL 1.000 Heaş A.Ş. 26,000 TL 0.051 ASELSAN at a Glance ASELSAN Annual Report 2013 Local Affiliates İSTANBUL MİKROELEKTRONİK In 2010 ASELSAN became a shareholder of the company, holding 85% of the shares. The company was founded to design and develop complete full circuits and electronic systems. ANKARA ASELSANNET The Company, in which ASELSAN holds 100% of the shares, was founded in 2006 to provide professional institutions and agencies with electronics and communication solutions. It has been also involved in the turnkey delivery and installation of communication system infrastructure since 2009. MİKES Founded in 1987, MİKES specializes in the design, development and production of civilian and military electronic equipment, particularly combat aircraft electronic warfare self-protection systems. ASELSAN holds 96.365% of the shares in the company. ROKETSAN ROKETSAN was founded in 1988 with the purpose of producing all types of missiles, rockets, rocket launchers and rocket fuel, as well as engines, warheads and other components and producing, marketing and selling all types of military and professional products and their components. ASELSAN holds 14.897% of the company’s shares. 3 4 ASELSAN Annual Report 2013 ASELSAN at a Glance Global Affiliates IN 2013, OUR JOINT VENTURE CAPITAL COMPANIES IN THE UAE, KAZAKHSTAN AND JORDAN ENTERED OPERATION AFTER COMPLETING THE NECESSARY INVESTMENTS. 1- ASELSAN-BAKU (Baku - Azerbaijan) ASELSAN is the sole shareholder of the company. It was founded in 1998 to carry out the promotion/marketing and sales activities for military and civilian communication equipment. 2- KAZAKHSTAN ASELSAN ENGINEERING (Astana - Kazakhstan) KAE was established in 2011 to produce and develop electronics systems and to carry out the necessary repair-maintenance work with the aim of covering Kazakhstan’s military and civilian needs. ASELSAN, SSM and Kazakhstan Engineering hold 49%, 1% and 50% of the company’s shares, respectively. ASELSAN at a Glance ASELSAN Annual Report 2013 5 3- ASELSAN MIDDLE EAST 4- IGG ASELSAN INTEGRATED SYSTEMS 5- ASELSAN South Africa BRANCH (Amman - Jordan) The KADDB Investment Group (KIG) (with 51% stake) and ASELSAN (with 49% stake) founded a joint venture capital company in order to produce night vision devices for the Jordanian Armed Forces. (Abu Dhabi - UAE) The Company was founded in 2011 to produce, test and integrate ASELSAN products in the United Arab Emirates (UAE) and to sell these products and to provide after sales support in Gulf countries, particularly in the UAE. ASELSAN and IGG hold 49% and 51% stakes in the company, respectively. (Pretoria - Republic of South Africa) The branch was founded in 2011 for the design of electro-optic systems, and the promotion/marketing of ASELSAN products in South Africa and the other countries in the region. 2 1 3 4 5 6 ASELSAN Annual Report 2013 ASELSAN at a Glance Facilities in Turkey ANKARA Macunköy Facilities The Macunköy Facilities are located on an 186,000 m2 plot of land, of which 110,000 m2 is enclosed. The General Management, Communication and Information Technologies Division, Defence Systems Technologies Division and Radar, Electronic Warfare and Intelligence Systems Division carry out their operations at the ASELSAN Macunköy Facilities. Akyurt Facilities The Akyurt Facilities are located on a total land area of 231,000 m2 with 54,000 m2 of indoor space. The Microelectronics, Guidance and Electro-Optics Division operate at the ASELSAN Akyurt Facilities. Gölbaşı Facilities The Ankara Gölbaşı Facilities are currently under construction. The new facilities will carry out various activities on radar and electronic warfare systems for land, air, naval, space and other unmanned platforms. Construction work on the facilities started in 2013, with the facilities being built on a total land area of 350,000 m2 with 75,000 m2 of indoor space. The first phase of the facilities is planned to be completed in 2014. ASELSAN at a Glance ASELSAN Annual Report 2013 7 Organization Internal Audit İnci UYSAL BOARD OF DIRECTORS Necmettin BAYKUL - Chairman (Managing Member) Erhan AKPORAY - Vice Chairman (Managing Member) Cumhur Sait Şahin TULGA Lamia Zeynep ONAY Halil SARIASLAN Hasan CANPOLAT Orhan AYDIN Mustafa Murat ŞEKER Murat ÜÇÜNCÜ CEO AND HEAD OF THE EXECUTIVE BOARD Cengiz ERGENEMAN Akyurt Macunköy Division CEO (Communication and Information Technologies Division) and Member of the Executive Board Faik EKEN Macunköy Macunköy Division CEO (Microelectronics, Guidance & ElectroOptics Division) and Member of the Executive Board Özcan KAHRAMANGİL Division CEO (Defense Systems Technologies Division) and Member of the Executive Board Fuat AKÇAYÖZ Division CEO (Radar, Electronic Warfare and Intelligence Systems Division) and Member of the Executive Board Ergun BORA CFO and Member of the Executive Board Marketing Director and Member of the Executive Board Strategy Management Director and Member of the Executive Board Procurement Director and Member of the Executive Board Support Services Director and Member of the Executive Board Ahmet DEMİR Mustafa ERTÜRK Baki ŞENSOY Afşin AKKERMAN Nihat IRKÖRÜCÜ Contracts IT Management Baran ÖZER Fatih BİLGİ ASELSAN at a Glance ASELSAN Annual Report 2013 8 Financial Highlights SUMMARY BALANCE SHEET (TL MILLION) 2013 2012 2011 2010 4,008 3,324 2,392 2,273 Intangible Assets 373 298 172 113 Fixed Assets 742 412 350 272 1,612 1,266 1,019 885 SUMMARY INCOME STATEMENT (TL MILLION) 2013 2012 2011 2010 Sales Revenue 2,171 1,633 1,502 1,212 Gross Profit 559 398 396 308 Net Profit for the Year 238 306 161 227 2013 2012 2011 2010 R&D Expenses (TL) 728 581 447 378 Sales per Employee 406 321 320 285 EBITDA Margin (%) 20 16 19 18 Average Return on Equity (%) 17 26 17 31 Total Assets Total Equity ASELSAN at a Glance ASELSAN Annual Report 2013 R&D Expenses (TL million) 728 581 2013 2012 2011 2010 2013 378 447 1,266 Net Profit for the Year (TL million) 238 161 398 2012 227 396 2013 2012 2011 2010 2013 31 2010 26 20 19 2013 321 2012 16 320 Average Return on Equity (%) 17 2013 2012 2011 2012 2011 2010 2013 2010 17 285 2011 18 EBITDA Margin (%) 406 Sales per Employee (TL thousand) 2010 2013 2012 308 2011 559 306 1,019 2011 2012 885 Gross Profit (TL million) 2,171 1,633 1,502 2011 2010 1,212 Net Sales Revenue (TL million) 2010 2013 412 2012 350 2011 2010 272 742 1,612 Total Equity (TL million) Fixed Assets (TL million) 9 10 ASELSAN at a Glance ASELSAN Annual Report 2013 Human Resources ASELSAN pursues a management style in which it recruits successful and dynamic talented individuals, as required by its vision, contributes to its sustainable achievements and generates added value through employee-oriented approaches, while always standing by its employees. Number of Personnel 4430* 60% 35% Engineer Postgraduate 60% Engineer 27% Technician 7% Other Faculties 6% Other 35% Postgraduate 33% Bachelor’s degree 32% Other *Employee’s with Indefinite Contract Type R&D Activities By underlining the concept of “technology” in its vision, ASELSAN has adopted the principle of “becoming one of the world’s top 50 defense corporations by continuously generating value with its customeroriented approach and its staff which direct the technology”. The company considers R&D activities an important instrument in achieving its target. Besides the R&D activities that it has performed in accordance with its contractual responsibilities, ASELSAN also allocates an average of 6% of its annual turnover to R&D activities, which are financed through the company’s shareholders’ equity. Consolidated R&D Expenditures (US$, million) in 2013 R&D Expenditures Financed from Internal Resources 76 R&D Expenditures Financed from External Resources 307 Total R&D Expenditures 383 LEADERSHIP IN TECHNOLOGY DEVELOPMENT AWARD ASELSAN at a Glance ASELSAN Annual Report 2013 Exports 2013 was a year in which ASELSAN has taken firm steps towards its target to rank among the top 50 companies in the global defense industry. With the addition of two new countries in 2013, ASELSAN has exported to a total of 47 countries. It is a significant achievement for ASELSAN, which signed a total of US$ 213 million in new contracts and received new orders in foreign markets in 2013. 47 The number of countries which ASELSAN exports to US$ 213 million The volume of orders placed by customers in foreign countries in 2013 ASELSAN has achieved successful results by determining target regions/ countries and executing intensive marketing by focusing solely on these markets. Factors underlying ASELSAN’s achievements were, besides direct sales, co-production activities in target countries, technology transfer and sales to third countries in collaboration with international platform manufacturers. Cooperation between Universities and Industry Universities are one of the most important stakeholders in defense companies whose primary capital is qualified human resources. As well as providing qualified human resources and training opportunities, universities provide an increasing contribution to the industrial sector’s technology development activities. Since 2009 ASELSAN has collaborated with 24 universities in 240 projects worth a total of US$ 132 million. 24 Number of universities that ASELSAN has cooperated with US$ 132 million The total value of the projects Collaboration with the Subsidiary Industry ASELSAN considers Small and Mid-Sized Enterprises (SMEs) and companies in the subsidiary industry to be its business partners. Through the work carried out in 2013, ASELSAN paid a total of US$ 280 million to 399 domestic subcontractors, 332 of which were SMEs. 399 US$ 280 million Total number of domestic subcontractors (including SMEs) Total amount of payments made by ASELSAN to the subsidiary industry 11 12 ASELSAN Annual Report 2013 ASELSAN at a Glance ASELSAN at a Glance ASELSAN Annual Report 2013 13 MANAGEMENT • Chairman’s Message • Board of Directors • Corporate Governance • CEO’s Message • Executive Board IN 2013 • Highlights • R&D • Awards and Achievements FIELDS OF ACTIVITY • Military Communication Systems • Public Safety Communication Systems • Satellite, Avionic and Naval Communication Systems • Encryption and Information Security Systems • Avionic Systems • Electro-Optic Systems • Naval Systems • Air and Missile Defense Systems • Command, Control, Communications and Computer Systems • Unmanned Systems • Coastal and Border Security Systems • Weapon Systems • Radar Systems • Electronic Warfare Systems • Intelligent Transport Systems SUSTAINABILITY • Ethics and Orientation • Human Resources • Supply Management • Environmental Management and Occupational Health & Safety • Abbreviations FINANCIAL HIGHLIGHTS • Consolidated Balance Sheet • Consolidated Income Statement • Consolidated Comprehensive Income Statement • Consolidated Statement of Changes in Equity • Consolidated Cash Flow Statement • Contact 14 Management ASELSAN Annual Report 2013 Chairman’s Message IN 2013, WE KEPT OUR PROMISE TO THE INVESTORS. Necmettin BAYKUL Chairman of the Board of Directors Dear Shareholders, Developed economies continued to demonstrate the signs of a slowdown in 2013, as in 2012, while the economic growth in emerging economies, including Turkey, began to lose momentum. Despite the negative trend in macroeconomic indicators, our domestic defense industry maintained its growth in 2013 due to the increasing defense expenditures in such regions where we value ourselves in strong position, particularly in the Middle East, the Gulf Region and the Caspian Region. Turnover exceeds US$ 1.14 billion. ASELSAN’s consolidated total sales revenue grew by 25% in 2013, reaching US$ 1.14 billion. We covered significant ground in a number of projects in 2013, including ATAK, the Modular Temporary Base Region, 3B Maritime Search Radar, the Low Altitude Air Defense Missile System and JEMUS in Turkey and in the Software-Based Radio Systems and STAMP/STOP projects abroad. Again in 2013, we successfully completed the MILGEM Warfare System 2nd Battleship Project. Management Despite our increasing sales figures, our total backlog was maintained at around US$ 4 billion as of the end of 2013 with the effect of around US$ 1.1 billion in new orders which we received throughout the year. A wave of new orders were received in 2013 to meet the needs of our customers, which were added to our backlog; for our domestic customers, these included large scale projects such as the X-Band Satellite Communication System, the Landing Ship Tank, Multifunction Phased Array Radar Concept Display Phase (ÇAFRAD Phase 1) and Homeland Security; for our foreign customers (in the Middle East) these included projects to meet their needs for communication and electro-optical systems. With the positive contribution of devaluing Turkish Lira, the growth in our profit margins became more apparent in 2013. Our EBITDA (Earnings before interest, tax, depreciation and amortization) margin, which our shareholders attach particular importance to, had climbed to over 20% by the end of the year. Our return on equity reached 15% in 2013. We had promised investors profitable growth at the beginning of the year; with the above-mentioned results, we are pleased to confirm that we were able to keep our promise. Maintaining its sustainable growth strength independent of the general economic conjuncture, ASELSAN shares have also maintained their position in institutional investors’ portfolios in 2013 on the back of investor confidence in our company. Stock markets suffered major losses in 2013, while ASELSAN was one of the few equities in the BIST-30 index in the same period to provide its investors with a high return. ASELSAN Annual Report 2013 A strengthened presence in the global defense market Thanks to our technological depth, R&D strength and product diversity, we maintained our steady growth in the global league during 2013, as we have in the past 7 years. Achieving 74th ranking in the list of global defense companies is a development in line with our vision to become one of the world’s 50 largest defense companies. Our foreign sales, which are very important in terms of our organic growth, increased by 38% YoY to US$ 209 million in 2013. The total volume of orders placed by our foreign customers in 2013 alone amounted to around US$ 215 million. This was an important step taken towards our target of raising the share of our foreign sales in total turnover to 25%. Growing together with our foreign subsidiaries In 2013, we completed our investments in joint venture companies in the United Arab Emirates, Kazakhstan and Jordan in order to strengthen our presence, particularly in the Middle East, the Gulf Region and Caspian Region in the past three years - and these companies entered operation in the second half of 2013. Our foreign subsidiaries began to accept their first orders from the local authorities responsible for procurement in the countries where they are operational. Sustainable growth is our most important target. The Undersecretariat for Defense Industries primarily aims to raise the share of local companies in defense procurements. In addition to this, one of our most important priorities is to maintain our organic growth 15 in 2014 by expanding our product range and penetrating new markets and new fields of activity, in line with our target of increasing the share of export sales, while also turning our R&D contracts into orders for serial production by fulfilling our liabilities in these contracts and to transfer our existing technological know-how to civilian areas. ASELSAN’s current position is the result of almost 40 years of knowledge and experience. Our success is built upon our highly-qualified, hard-working and responsible human resources, and the importance we have attached to our technological independence since our establishment. On the outset of our 39th operating year, I would like to take this opportunity to extend my thanks to you, our esteemed shareholders, as well as all of our employees, customers and suppliers who have brought ASELSAN to its present situation and will carry us into the future. I also would like to forward my thanks to all of our stakeholders personally and on behalf of our Board of Directors. Necmettin BAYKUL Chairman of the Board of Directors Management ASELSAN Annual Report 2013 16 Members of the Board of Directors 1 2 3 4 1- Necmettin BAYKUL 2- Erhan AKPORAY After retiring from the Turkish Armed Forces in 2009, Mr. Baykul was elected as a Board member in ASELSAN on March 30th, 2010. He served as the Vice Chairman of the Board of Directors in ASELSAN between March 30th, 2010 and May 15th, 2012. He was elected as the Chairman on May 16th, 2013. After retiring from the Turkish Armed Forces in 2009, Mr. Akporay was elected as a Board member in ASELSAN on March 31st, 2011. He is also a member of the Corporate Governance Committee and a member of the Early Detection and Management of Risks Committee under ASELSAN. Chairman of the Board of Directors and Managing Member Vice Chairman of the Board of Directors and Managing Member 3- Cumhur Sait Şahin TULGA Board Member (Independent) Mr. Tulga, who is the founding partner and the director of the Mentoro Limited Company, was elected as a Board member in ASELSAN on March 30th, 2012. Mr. Tulga is also a member of the Audit Committee and the Chairman of the Corporate Governance Committee under ASELSAN. 5 4- Assoc. Prof. Dr. Lamia Zeynep ONAY Board Member (Independent) Having earned her doctorate in 1985, Assoc. Prof. Dr. Onay was elected as a Board member on March 30th, 2012. Assoc. Prof. Dr. Onay is also a member of the Audit Committee and the Chairman of the Early Detection and Management of Risks Committee under ASELSAN. 5- Prof. Dr. Halil SARIASLAN Board Member (Independent) Having earned his professorship title in 1988, Prof. Dr. Sarıaslan was elected as a Board member in ASELSAN on March 30th, 2012. Prof. Dr. Sarıaslan is also the Chairman of the Audit Committee under ASELSAN. Management 6 ASELSAN Annual Report 2013 7 8 6- Hasan CANPOLAT 7- Orhan AYDIN Board Member Board Member Assoc. Prof. Dr. Canpolat completed his doctorate in 2002. He served as a Governor and the Deputy Undersecretary of the Ministry of Internal Affairs between 2003 and 2012. He currently serves as a Consultant of the Minister of National Defense. He was elected as a Board member in ASELSAN in 2013. Assoc. Prof. Dr. Canpolat is also a member of the Corporate Governance Committee and a member of the Early Detection and Management of Risks Committee. Mr. Aydın was elected as the Chairman of the Board of Directors of Small Industrial Site-Building Cooperative (OSTIM) in 1992. He was involved in the establishment of OSTIM Organized Industrial Zone Directorate, of which he currently serves as the Chairman of the Board of Directors. He was elected as a Board member in ASELSAN in 2013. Mr. Aydın is also a member of the Corporate Governance Committee and a member of the Early Detection and Management of Risks Committee. 8- Mustafa Murat ŞEKER Board Member Mr. Şeker began working at the Undersecretariat for Defense Industries in 1992. He has been serving as the Head of the Department of Maritime Vehicles since 2011. He was elected as a Board member in ASELSAN in 2013. Mr. Şeker is also a member of the Corporate Governance Committee and a member of the Early Detection and Management of Risks Committee. 17 9 9- Murat ÜÇÜNCÜ Board Member Mr. Üçüncü completed his doctorate in 1989. After retiring from the Turkish Armed Forces in 2012, he was elected as a Board member in ASELSAN in 2013. Mr. Üçüncü is also a member of the Corporate Governance Committee and a member of the Early Detection and Management of Risks Committee. 18 Management ASELSAN Annual Report 2013 Corporate Governance THE BOARD OF DIRECTORS HAS FOCUSED ON STRATEGIC AND OPERATIONAL TOPICS, SUCH AS SUSTAINABLE GROWTH AND INTERNATIONAL INVESTMENTS. Corporate governance lies at the heart of all of ASELSAN’s business operations. Full compliance with the law, regulations and principles of corporate governance represents a source of strength in our sustainable performance, constitutes a framework of ethical and fair competition while also serving as an instrument to balance and protect our stakeholders’ benefits. first rating was announced as 8.77 out of 10. With this rating, it ranked 22nd among 42 companies and received the second-best initial rating in Turkey. ASELSAN’s rating was revised up to 9.07 in 2013. ASELSAN has been included in the Corporate Governance Index of Borsa Istanbul since it received its first corporate governance rating. The principles defining ASELSAN’s understanding of corporate governance are fairness, transparency, responsibility and accountability. The company employs these principles in all of its management operations and decisions. ASELSAN’s Board of Directors ASELSAN’s management structure is a single stage system based on a Board of Directors selected by the General Assembly. There are no executive members on the Board of Directors. Hence, ASELSAN has separate roles for the Chairman of the Board of Directors and Chief Executive Officer (CEO). Three out of the nine members of the Board are independent members. All members of ASELSAN’s Board of Directors are responsible for the economic performance of the company. The executive responsibility for the social and environmental performance, on the other hand, belongs to the CEO. ASELSAN annually prepares “Corporate Governance Principles Compliance Reports”. These reports cover areas such as shareholder rights (including minority rights) and General Assembly Meetings; policies regarding dividend distribution, public disclosures, human resources and ethics; relations with stakeholders; the structure, formation, principles of activity and committees of the Board of Directors; and risk management and internal audit in detail. Corporate Governance Principles Compliance Reports are published on ASELSAN’s corporate website www.aselsan.com and in its annual reports. ASELSAN’s corporate governance rating rises to 9.07. As a reflection of the importance the Company attaches to corporate governance, ASELSAN received its first corporate governance rating in 2012. The rating was awarded by an independent rating agency (SAHA Corporate Governance and Credit Rating Services, Inc.). ASELSAN’s ASELSAN’s Management Structure In order to conduct its duties and responsibilities in a healthy manner, ASELSAN’s Board of Directors formed three committees: Audit Committee The committee is comprised of three independent Board members. Its main duties are to enable the disclosure of financial data, pursuing the operation and efficiency of the accounting system, independent audit, internal audit and internal control system of ASELSAN. Internal Audit and Assessment Department reports directly to Audit Committee and Board of Directors. The committee assembles at least four times a year. Corporate Governance Committee The Corporate Governance committee is comprised of six Board members and chaired by an independent Board member. It tables suggestions to the Board of Directors regarding compliance and recommended improvements in accordance with the Corporate Governance Principles. The committee also oversees the activities of Investor Relations Department. The committee assembles at least four times a year. Early Detection and Management of Risks Committee Early Detection and Management of Risks Committee was founded with the participation of 6 Board members, with the task of determining operational, strategic, financial and other risks and managing them in compliance with company’s corporate risk taking profile. It is chaired by an independent Board member. The committee assembles at least six times a year. General principles for the foundation, working, meeting and reporting of all committees are determined by the Board of Directors. Detailed information regarding ASELSAN’s corporate governance structure, members of the Board of Directors, and committees can be found at www.aselsan.com. Management ASELSAN Annual Report 2013 19 ASELSAN BİST 100 • First guidance for capital market players announced. • Independent board members elected. Conference calls and investor meetings began. Corporate governance rating received. Analyst meeting held to present 2012 operational results. First “non-deal roadshow” organized. First analyst meeting held. ASELSAN achieved progress in corporate governance and financial transparency areas in between the years 2011 and 2013. December 2011 ASELSAN began to hold conferences and meetings with existing and potential investors on a regular basis. March 2012 The company’s financial guidance was disclosed to capital markets participants for the first time. Independent members were selected to ASELSAN’s Board of Directors. April 2012 The first analyst meeting was held. October 2012 The first international road-show was performed for investors. December 2012 ASELSAN’s first corporate governance rating was announced at 8.77. April 2013 An analyst meeting was held to discuss the results of the company’s operations in 2012. December 2013 ASELSAN’s corporate governance rating was revised to 9.07. Committees at ASELSAN There are three committees which were formed at ASELSAN by the Board of Directors in accordance in accordance with the Capital Markets Board’s Principles of Corporate Governance: Audit Committee Corporate Governance Committee Early Detection and Management of Risks Committee Halil SARIASLAN Cumhur Sait Şahin TULGA Lamia Zeynep ONAY (Committee Chairman) (Committee Chairman) Lamia Zeynep ONAY Erhan AKPORAY Erhan AKPORAY (Committee Member) (Committee Member) Cumhur Sait Şahin TULGA Hasan CANPOLAT Hasan CANPOLAT Mustafa Murat ŞEKER Mustafa Murat ŞEKER Orhan AYDIN Orhan AYDIN Murat ÜÇÜNCÜ Murat ÜÇÜNCÜ (Committee Chairman) (Committee Member) (Committee Member) (Committee Member) (Committee Member) For detailed information please visit the Corporate Governance section at www.aselsan.com.tr (Committee Member) (Committee Member) (Committee Member) (Committee Member) (Committee Member) (Committee Member) 20 Management ASELSAN Annual Report 2013 CEO’s Message ASELSAN HAS CLIMBED UP IN THE GLOBAL LEAGUE WITH FIRM STEPS. Cengiz ERGENEMAN CEO We have taken firm steps towards our target of becoming one the world’s 50 top defense companies. As a result of the value that we have attached to our high-qualified human resources and R&D activities for 39 years, ASELSAN has ascended in the global league towards its target of becoming one of the world’s top 50 defense companies. ASELSAN became the world’s largest 74th company in term of defense turnover, thanks to our understanding of longterm management and planning, our determination to meet all of our customers’ needs, especially those of the Turkish Armed Forces, and our efforts to ensure high customer satisfaction. Our R&D activities, which have brought us to our present position, happen to be the most important assurance for us to become a global company. We develop unique products and systems and offer them for the use of our domestic and foreign customers as a result of intensive R&D activities, which we have been carried out with our own resources or the financial resources which we receive from our customers through contracts. We Management plan to maintain the current trend of our R&D approach in years to come in order to ensure the continuity of this success. The total volume of our R&D projects (including contractual R&D projects) totaled US$ 383 million in 2013. This high volume will add momentum to our company’s growth, paving the way for unique products and serial production in the years to come. We will bring our third facility into operation in 2014. Within the framework of our approach of making the right investments at the right time, which is one of the most important and vital requirements for our steady growth, we aim to bring our new facility located in Gölbaşı, Ankara into operation in the second half of 2014, which will be the only radar and electronic warfare center in Turkey. With this facility, our country will have one of the largest production facilities of microwave modules in Europe. Extending our cooperation with universities with each passing year. Universities are undoubtedly one of ASELSAN’s most important stakeholders in the growth of the company. We have moved our cooperation with universities beyond simply recruiting university graduates or supporting academic work by granting scholarships. Within the scope of our ongoing R&D activities, we were collaborating with 24 universities as of the end of 2013. In the coming period, we aim to concentrate further on such collaborations and continue to be an exemplary institution in terms of cooperation between universities and the industrial sector. ASELSAN Annual Report 2013 We are aware of the necessity that our subcontractors should also grow with us. We believe that SMEs, which have a significant place in the Turkish economy, are indispensable for ASELSAN’s sustainability. Within the scope of our understanding to disseminate our technological know-how among the base, in order to contribute to the sectoral development of those SMEs which work with us, we supported them in 2013, from areas of occupational training to technical consultancy, and from providing various support programs to offering access to financial resources under favorable conditions. Further strengthening the cooperation with our subcontractors in the development of their technological infrastructure will remain as one of our top priorities in 2014. By deploying our technological know-how in professional areas as well, we aim to increase the value we produce. In 2013, we have carried out our efforts with more depth in order to transfer the experience we have gained from military projects to professional areas. In this context, we currently carry out R&D activities in relation with a number of projects, such as the Ulak project (4G), digital tachograph development project, the project to develop traction systems for light rail vehicles and the national radio communication network project. Once these projects are completed, we will begin manufacturing new products that will be used in various professional areas. We expect that our efforts aimed at professional areas will provide a significant contribution to ASELSAN’s organic growth rate. 21 ASELSAN: A Company That Respects People and the Environment It is our top priority to maintain sustainable growth due to our responsibilities as a global company. Fulfilling all of our commitments to our stakeholders, ensuring our employees’ health and safety, producing value for the community and protecting the environment are always on top of our agenda. To this end, we disclosed our first Sustainability Report at the end of 2013. The report presents all of our efforts from sustainable management and activities related to development and employment, environmental management, climate change and carbon management. As we approach our 40th year of operation, our aim is to become a competitive company with superior technology in the global arena. While our shareholders and members of our Board of Directors, as well as our self-sacrificing employees who have brought us to the present day continue to fulfill their responsibilities, they will also continue to produce added value in ASELSAN’s 40th year of operation for all of our stakeholders, especially the business partners who work with us and our customers, who place their trust in us. Yours sincerely, Cengiz ERGENEMAN CEO 22 Management ASELSAN Annual Report 2013 Members of the Executive Board 1 2 3 4 5 1- Cengiz ERGENEMAN 2-Faik EKEN 4- Fuat AKÇAYÖZ Mr. Ergeneman completed his undergraduate and graduate degrees at the Department of Electric/ Electronic Engineering in the Middle East Technical University. He joined ASELSAN as a production manager in 1978. He was responsible for the establishment of the Akyurt Facilities as the Head of the MGEO (Microelectronics, Guidance and Electro-Optics) Division in 1990. Mr. Ergeneman was later assigned as the CEO of ASELSAN in 2006. Mr. Eken completed his undergraduate degree at the Department of Electric/ Electronic Engineering in the Michigan Technological University in the USA and his graduate degree at Tulane University in the USA in 1985. He joined ASELSAN as an electronic engineer at the Digital Systems Division in 1986. He was assigned as the Vice President of ASELSAN and Communication and Information Technologies Division CEO in 2006. Mr. Akçayöz completed his undergraduate and graduate degrees at the Department of Electric/ Electronic Engineering in the Middle East Technical University. He joined ASELSAN as an electrical engineer in the Production Division in 1976. He was assigned as the Vice President of ASELSAN and Defense Systems Technologies Division CEO in 2006. CEO and Head of the Executive Board Vice President, Communication and Information Technologies Division CEO 3- Özcan KAHRAMANGİL Vice President, Microelectronics, Guidance & Electro-Optics Division CEO Mr. Kahramangil completed his undergraduate and graduate degrees from the Department of Mechanical Engineering at the Middle East Technical University. He joined ASELSAN as a mechanical engineer in 1984 and began to serve in the Production Preparation Division. He was appointed as the Vice President of ASELSAN and Microelectronics, Guidance & Electro-Optics Division CEO in 2006. Vice President, Defense Systems Technologies Division CEO 5- Ergun BORA Vice President, Radar, Electronic Warfare and Intelligence Systems Division CEO Mr. Bora completed his undergraduate and graduate degrees at the Department of Electrical/Electronic Engineering in the Middle East Technical University. He joined ASELSAN as an electric engineer in the Production Division in 1976. He was appointed as the Vice President of ASELSAN and Radar, Electronic Warfare and Intelligence Systems Division CEO in 2008. Management 6 ASELSAN Annual Report 2013 7 8 9 23 10 6- Ahmet DEMİR 7- Mustafa ERTÜRK 8- Afşin AKKERMAN Vice President, CFO Marketing Director Procurement Director Mr. Demir completed his undergraduate and graduate degrees at the Econometrics Department of Uludağ University and went on to complete a Ph.D. at the Econometrics Department in Gazi University in 1997. He was assigned as the Vice President and CFO of ASELSAN in 2005. Mr. Ertürk completed his undergraduate degree at the Department of Public Administration in the Middle East Technical University. He joined ASELSAN as an administrative official at the Business Planning Division in 1991. He was appointed as a Marketing Director in 2003. Mr. Akkerman completed his undergraduate degree at the Department of Mechanical Engineering at the Middle East Technical University. He joined ASELSAN as a mechanical engineer at the Production Planning and Control Division in 1991. He was appointed as the Procurement Director in 2004. 9- Baki ŞENSOY Strategy Management Director 10- Nihat IRKÖRÜCÜ Mr. Şensoy completed his undergraduate degree at the Department of Electrical/Electronic Engineering and MBA at the Department of Business Administration at the Middle East Technical University. He joined ASELSAN as a design engineer at the MGEO (Microelectronics, Guidance and Electro-Optics) Division in 1994. He was appointed as the Strategy Management Director in 2008. Support Services Director and General Secretary Mr. Irkörücü graduated from the Turkish Military Academy in 1974 and the War College in 1986. He was assigned as the Support Services Director and General Secretary of ASELSAN in 2005. 24 in 2013 ASELSAN Annual Report 2013 Highlights in 2013 KAZAKHSTAN ASELSAN ENGINEERING (KAE) COMMANDS A PRODUCTION CAPACITY OF 3,000 NIGHT VISION DEVICES, 1,200 THERMAL SIGHTS AND 3,000 DAY VISION DEVICES PER YEAR. Kazakhstan ASELSAN Engineering (KAE) was established in February 2011 to manufacture electro-optical and electronic devices and systems in order to meet the needs of military and civilian institutions in Kazakhstan as well as other countries in the region. The company will also be responsible for the integration of these systems into any platform. The facility has a production capacity of 3,000 night vision devices, 1,200 thermal sights and 3,000 day vision devices per year. The facility currently manufactures 9 types of electro-optical products including thermal cameras and telescopes. The facility operates in an enclosed area of 8,500 m2, expandable to 25,000 m2. A total of 50 individuals work at the facility, most of whom are Kazakh citizens. The facility possesses production and testing lines for night vision and thermal vision devices, a laboratory for quantifying environmental conditions, a measurement and calibration laboratory, a material storage and packaging line, a production and testing line for electronic cards. in 2013 ASELSAN Annual Report 2013 25 IGG ASELSAN INTEGRATED SYSTEMS LLC (IAIS) WAS FOUNDED IN ABU DHABI, THE CAPITAL CITY OF THE UNITED ARAB EMIRATES, IN 2011. IGG ASELSAN Integrated Systems LLC (IAIS) was founded in Abu Dhabi, the capital city of the United Arab Emirates, in 2011. The International Golden Group (United Arab Emirates) holds 51% of the shares in the company compared to a 49% share held by ASELSAN Elektronik Sanayi ve Ticaret A.Ş. (Turkey). The activities of IAIS include the production and integration (to platforms) of high-tech products (systems and units), which will be sold by ASELSAN to UAE and countries of the Gulf Cooperation Council (GCC). IAIS will also provide after sales support for these products. The company operates in an indoor area 900 m2 and outdoor area of 2,000 m2 in its facility in the ICAD Region in Abu Dhabi. 26 in 2013 ASELSAN Annual Report 2013 Highlights in 2013 THE ASELSAN MIDDLE EAST FACILITY (AME) WAS FOUNDED IN 2012 IN AMMAN, THE CAPITAL OF JORDAN, TO PRODUCE NIGHT VISION DEVICES. ASELSAN Middle East (AME) was founded in August 2012 to produce electro-optical and electronic devices and systems to meet the needs of military and civilian institutions in Jordan and in other countries in the Middle East and Northern Africa. The company is also involved in joint development and modernization projects as well as the integration of these systems into various platforms. The facility has a production capacity of 5,000 units of night vision devices per year. The facility which currently operates in an indoor area of 2,000 m2 and an outdoor area of 2,300 m2 also manufactures Night Vision Weapon Binoculars. The facility possesses production and testing lines for night vision devices, a laboratory for quantifying environmental conditions, a measurement and calibration laboratory, and a material storage and packaging line. A total of 15 people - who are all Jordanian citizens - are working at the facility that cost nearly US$ 4.5 million. The company aims to increase the number of its employees to 35 by the end of 2014. Since its establishment, AME has signed a total of US$ 23 million in contracts for the sale of various night vision and thermal systems. in 2013 ASELSAN Annual Report 2013 27 CONSTRUCTION WORK NEAR COMPLETION IN ASELSAN’S GÖLBAŞI FACILITY, WHERE THE RADAR, ELECTRONIC WARFARE AND INTELLIGENCE SYSTEMS (REHIS) GROUP WILL OPERATE. ASELSAN invested nearly US$ 200 million in its Radar and Electronic Warfare Systems Facility in Gölbaşı. When the facility in Gölbaşı becomes operational, all radar production activities currently undertaken at ASELSAN’s Macunköy facilities will be transferred to the new facility. Approved by the Ministry of Science, Industry and Technology, the R&D Center under ASELSAN’s Radar, Electronic Warfare and Intelligence Systems (REHIS) Group will carry out its activities at this facility. More than 1,000 engineers and technical personnel will be employed at the facility. The facility will be the center of ASELSAN’s design, production, testing and supporting activities for all kinds of radars and electronic warfare systems, particularly longrange air defense radars required by the Turkish Armed Forces, as well as antenna, microwave components/ modules and software used in these radars and systems. The following subsections have been established in the new facility in order to improve ASELSAN’s existing design/production capabilities in the area of radars and electronic warfare: integration areas for new radars and electronic warfare systems, microwave component/module design and production facilities, special quantification laboratories and precision mechanical production facilities. 28 in 2013 ASELSAN Annual Report 2013 Highlights in 2013 AS ONE OF THE LEADING GLOBAL ACTORS IN THE DEFENSE INDUSTRY, ASELSAN TAKES JUSTIFIED PRIDE IN ITS MANY ACHIEVEMENTS IN 2013. Position in the global league Defense News Top 100 ASELSAN reaches 74th position in the global league. ASELSAN, the leading corporation of the Turkish Defense Industry, continues to rise in the list of the world’s largest industrial companies. As one of the top 100 companies in the global defense industry according to the list (Defense News Top 100) prepared by the magazine, Defense News, a US-based military publisher, ASELSAN reached 74th position. Published annually based on companies’ defense sales in the previous year, the “Defense News Top 100” is considered to be the world’s most prestigious defense industry list. Companies present in the list are considered to be promising defense companies. Agreements signed for local 4G base stations A contract was signed by and between ASELSAN and the Ministry of Transportation, Maritime Affairs and Communications for the 4th Generation (4G/LTE) Mobile Technology Development (ULAK) Project. Original base stations that will be manufactured by solely using national resources in the ULAK Project, which will be undertaken with cooperation between ASELSAN, NETAŞ and ARGELA, a subsidiary of Türk Telekom. Through the ULAK Project, which will be completed in 2016, 4G connection facilities will be assigned for the security and emergent communication services provided by mobile operators and the public. New Generation Thermal Cameras Developed by ASELSAN, New Generation Thermal Cameras were delivered to the Turkish Land Forces Command. The project was financed by the European Union, which provided 75% of the required funding, while the remaining 25% was covered by the central budget. in 2013 ASELSAN Annual Report 2013 29 Air Defense Missile System The first firing tests were successfully performed within the scope of the Low- and Mid-Altitude Air Defense Missile System Projects (HİSAR) undertaken by ASELSAN as the primary contractor. Acoustic Countermeasure System ASELSAN successfully completed the development and delivery of Acoustic Countermeasure Decoys and Jammers that can be launched from PREVEZE and GÜR Class Submarines. Within the scope of the “Development of Acoustic Jamming and Deception Systems for Submarines” project, ASELSAN is currently working on the development of indigenous “Soft-Kill” Torpedo Countermeasure Systems by means of national resources. These modern systems have recently started to be used in navies around the world on submarines torpedo countermeasure warfare purposes. MILKAR-3A2 VHF/UHF Jammer Project Within the scope of the VHF/UHF Jammer Procurement Contract signed by and between ASELSAN and the Undersecretariat for Defense Industries, the company successfully completed the acceptance, testing and examination procedure for the “VHF/UFH Jammer Prototype”. ÇAFRAD: Developed by ASELSAN A Giant in IDEF 2013 ASELSAN took part in the 11th International Defense Industry Fair with the largest participation. The company exhibited more than 100 devices/systems to its visitors in an area of more than 2,000 m2. A contract worth TL 200 million was signed by and between ASELSAN and the Undersecretariat for Defense Industries for the Multi-Purpose Phased Array Radar Project Conceptual Phase (ÇAFRAD Phase-1 Project). The ÇAFRAD System, which will be the Main Sensor for naval air defense, will be developed by ASELSAN with national resources in line with the needs of the Turkish Armed Forces. 30 in 2013 ASELSAN Annual Report 2013 R&D Activities in 2013 WE ALLOCATED US$ 383 MILLION IN RESOURCES TO OUR R&D PROJECTS IN 2013. Acting upon its vision to become one of the world’s top 50 defense industry companies, ASELSAN’s basic principle is to gain the basic talents required to produce hightech products. To this end, ASELSAN has placed great importance on technological management since its foundation. In order to systematize its activities in the management of technology, ASELSAN set up the Technology Supreme Board in 2014, which is comprised of ASELSAN executives who are experts in engineering, as well as ASELSAN employees who work in integration with the company’s strategy management system. The board undertakes evaluations on a regular basis and prepares technological target plans in line with projections. When drawing up projections, the board takes into account the company’s existing technologies, developments in the Turkish and global defense industries and technological advances. In the light of the information garnered through these efforts, the board takes steps to acquire such technologies which are not already possessed by the company and cannot be provided domestically. The company strategically keeps a view of the critical technologies which it seeks to possess. In this context, the company conducts various R&D projects and undertakes all required investments. The R&D projects financed through ASELSAN’s own resources provide a significant contribution to the company’s longterm growth targets. As the leading Turkish company in the area of defense electronics, ASELSAN develops high-tech solutions in all fields of activity. According to the most recent (2013) data provided by the Turkish Statistical Institute, Turkey’s R&D expenditures totaled US$ 7.3 billion, 45% of which come from the industrial sector, with ASELSAN accounting for nearly 10% of the R&D expenditure in the industry sector. The R&D expenditures in the defense industry make up 24% of the total R&D expenditures of the Turkish industrial sector. Having generated more than US$ 1 billion in turnover in 2013, ASELSAN allocated US$ 383 million in resources to R&D projects. ASELSAN accounts for 43% of the R&D investments in the defense industry. With its customer-oriented approach and its personnel who direct the technology, ASELSAN attaches tremendous importance to R&D activities. Besides the R&D activities that it performs in accordance with its contractual liabilities, ASELSAN also allocates about 6% of its annual turnover to R&D activities, which are financed from the company’s shareholders’ equity. This ratio, which is considerably higher than Turkey’s average, is supported by ASELSAN’s average annual growth rate of 15% in recent years. As a result, the company’s R&D expenditures surged to US$ 383 million in 2013. 70% of the investments made in 2013 aimed to bring new technologies to the company. As a result, ASELSAN is on its way to becoming a company with technological depth that extends to the level of critical materials/technologies. ASELSAN’s R&D expenditures have more than doubled from the US$ 160 million in 2009 to US$ 383 million in 2013. Similarly, the total number of people employed in the company’s R&D centers climbed from 1,469 in 2009 to their current level of 2,293. The total number of researchers holding a Ph.D. employed in ASELSAN’s R&D Centers increased from 47 to 115 in the same period, and the number of researchers with a post graduate degree increased from 647 to 1,040. The increasing number of personnel working at ASELSAN’s R&D Centers (a total of 1,638 employees with a Ph.D. or post graduate degree) is a strong justification of the US$4 million which we allocated to provide more than 100 hours of training in total to our employees in 2013. in 2013 Laser Warning Receiver System ASELSAN Annual Report 2013 31 32 in 2013 ASELSAN Annual Report 2013 Awards and Achievements in 2013 ASELSAN TAKES JUSTIFIED PRIDE IN ITS ACHIEVEMENTS IN 2013, A YEAR FULL OF MANY ACHIEVEMENTS. LEADERSHIP IN TECHNOLOGY DEVELOPMENT AWARD ASELSAN received the “Leadership in Technology Development” Award in the Innovation Week held by the Turkish Exporters’ Assembly. WINNING AWARD IN FIXED TELECOMMUNICATIONS CATEGORY AT TECHNOLOGY AWARDS ASELSAN was deemed worthy of award in the Fixed Telecommunication category at the Turkcell Technology Summit. FASTEST GROWING COMPANY AMONG BIG STARS ASELSAN ranked 1st in the Deloitte Technology Fast50 Turkey 2013 Big Stars, a program conducted by Deloitte to determine Turkey’s fastest growing technology companies. DEFENSE INDUSTRY AWARD ASELSAN was handed the Defense TESID (Turkish Electronic Industrialists Association) INNOVATIVENESS&CREATIVITY AWARD R&D AND INNOVATION AWARD At the TESID Innovativeness & Creativity Awards, ASELSAN was deemed worthy of the Innovativeness Product Award 2013 in the category of large companies with its product, Mortar Acquisition Radar. Industry Second Prize 2013 by the Undersecretariat for Defense Industries. In the 1st Technology Development Parks Summit jointly organized by the Ministry of Science, Industry and Technology and the Association of Turkish Technology Parks, ASELSAN was deemed worthy of award in the category of large companies because of its achievements in the area of R&D and innovation with its “Software Define Radio Project”. SUPER BRAND ASELSAN AWARD TO ASELSAN BY THE KOREAN GOVERNMENT Granted by the South Korean Government to the most innovative and commercially viable projects under the international EUREKA program, “The Most Innovative and Commercially Viable Project” was awarded to the ASELSAN’s RECONSURVE project in 2013. According to the evaluations undertaken in 2012 by Superbrands, an international independent authority in brand management which operates in more than 87 countries, ASELSAN was found to be the only defense industry corporation among “Turkey’s Super Brands”. ASELSAN ON THE EXPORT HONORS LIST IN 2012 Granted by the TEA Honors Award in Exports by the Turkish Exporters’ Association (TEA), ASELSAN also received the Sectoral Leader award in its category at the “Electric - Electronic Industry Export Achievement Awards 2012”. in 2013 ASELSAN Annual Report 2013 33 MOST INNOVATIVE SAP PROJECT ASELSAN’s Customer Complaint and Fault Notification Management Practice, which has a unique design that is distinct from similar practices in the world, received the “Most Innovative SAP Project” at the event, “SAP Forum Ankara 2013”, organized by SAP Turkey. HONORS AWARD IN EXPORTS ASELSAN was granted the Honors Award in Sectoral Exports at the Export Achievement Awards organized by Istanbul Association of ElectricsElectronics Machinery and IT (TET). WINNING AWARD IN EXPORTS ASELSAN was granted the Winning Award in Exports in the ElectricsElectronics Sector in the category of other Durable Consumption Goods at the Export Achievement Awards organized by Istanbul Association of Electrics-Electronics Machinery and IT (TET). CMMI 3 CERTIFICATE TO THE CIT (COMMUNICATION AND INFORMATION TECHNOLOGIES) DEPARTMENT The CIT (Communication and Information Technologies) Division successfully completed the CMMI v1.3 inspection, “System Development and Integration, and Product Development” and was rated “CMMI-DEV v1.3, Maturity Level 3”. FIRST IN TURKEY IN OPTIC COATING PROCESS ASELSAN’s MGEO (Microelectronic Guidance and Electro-Optics) Division made it to the approved list of companies with NADCAP certificate, becoming the first and only certified company in Turkey and the third certified company in the world with respect to the optic coating process. NATO SCIENCE AND TECHNOLOGY ORGANIZATION SCIENTIFIC ACHIEVEMENT AWARD Of our employees, Serhat Erdemir, Aykut Arıkan and Toygar Birinci were granted the Scientific Achievement Award 2013 by the NATO Science and Technology Organization (STO) in recognition of their contributions to the NATO Work Group, “SCI190 Electronic Countermeasures to Radar with High-Resolution and Extended Coherent Processing”, which they are members of. TSE (TURKISH STANDARDS INSTITUTION) QUALITY AWARD Corporations and institutions which perform successful activities in the areas of standardization and quality by adopting a sustainable quality understanding were granted “TSE Quality Awards” in a ceremony held by the Turkish Standards Institution on March 15th World Consumers Day. Because its quality systems and products have been certified by TSE since 1994, ASELSAN was deemed worthy of the Silver Quality Award given to the companies which had been established for 15-20 years. 34 ASELSAN Annual Report 2013 Fields of Activity FIELDS OF ACTIVITY •MILITARY COMMUNICATION SYSTEMS •PUBLIC SAFETY COMMUNICATION SYSTEMS •SATELLITE, AVIONIC AND NAVAL COMMUNICATION SYSTEMS •ENCRYPTION AND INFORMATION SECURITY SYSTEMS •AVIONIC SYSTEMS •ELECTRO-OPTIC SYSTEMS •NAVAL SYSTEMS •AIR AND MISSILE DEFENSE SYSTEMS Fields of Activity ASELSAN Annual Report 2013 •COMMAND, CONTROL, COMMUNICATIONS AND COMPUTER SYSTEMS •UNMANNED SYSTEMS •COASTAL AND BORDER SECURıTY SYSTEMS •WEAPON SYSTEMS •RADAR SYSTEMS •ELECTRONIC WARFARE SYSTEMS •INTELLIGENT TRANSPORTATION SYSTEMS 35 36 ASELSAN Annual Report 2013 Cooperation and Determination Fields of Activity Fields of Activity ASELSAN Annual Report 2013 ASELSAN’s journey, which started with the manufacture of radio systems, continues with expanding fields of activity. ASELSAN has proven itself by developing the world’s only software defined radio system to carry out all functions defined by NATO. Recently developed products have placed ASELSAN as one of the world’s top five companies in the area of radio communication systems. 37 38 ASELSAN Annual Report 2013 Fields of Activity Military Communication Systems IN THE MILITARY COMMUNICATION AREA, ASELSAN SUCCESSFULLY OFFERS PRODUCTS, SYSTEMS AND SOLUTIONS WITH HIGH ADDED VALUE NOT ONLY TO THE TURKISH ARMED FORCES BUT ALSO TO ITS INTERNATIONAL CUSTOMERS. Software Defined Radio Fields of Activity ASELSAN Annual Report 2013 39 Tactical Field Communication Systems (TASMUS) Software Defined VHF/UHF Radio Family Software Defined Handheld, Portable and Vehicle Radio Systems were designed and developed to meet theincreasing demand for seamless voice and data communication in the tactical arena and to provide protection against electronic warfare threats. Radios’ software configurable architecture and features such as frequency hopping, spread spectrum and digital encryption provide high survivability against the most challenging electronic warfare threats. To ensure seamless connectivity in the tactical arena, these radios support wide band and narrow band waveforms enabling command control and higher data transmission rates, while providing legacy waveforms for communication with previous generation radio systems (9600, SK2, Air-Ground). ASELSAN produces and exports the VHF/UHF Handheld, Portable and Vehicular Software Defined Radio Systems. In addition to its partnership and transfer of technology (TOT) activities in Pakistan, ASELSAN will start local production activities in Saudi Arabia in 2015 through transfer of technology. In order to meet the needs for new generation command control systems, ASELSAN undertook efforts to develop a new narrowband adhoc networking waveform, which would operate on ASELSAN’s current VHF/UHF Software Defined Radio platforms using 25 KHz channel bandwidth. This new waveform supports IP multi-hop, multicast and simultaneous voice and data. ASELSAN has already fielded this waveform within the framework of the ADOP- 2000 Project. New Generation Tactical Field Communication Systems: The TASMUS and TASMUS-G Systems, which are the most important application of the Network Centric Warfare Capability in the inventory of the Turkish Armed Forces, were successfully deployed in various military exercises and missions in 2013. In terms of first export of the Tactical Field Communication Systems, a communication system whose backbone is formed by TASMUS Systems was delivered to the Bangladeshi Armed Forces. Software Defined HF Radio Family ASELSAN HF Radio Family comprises of Portable and Vehicle/Stationery Radio Systems using the latest digital communication and ECCM techniques (such as frequency hopping, encryption) in the 2-30 MHz HF band. Communication beyond the horizon is performed with the most up-to-date digital HF technologies with advanced features, such as digital encoding, automatic channel selection and automatic link establishment, as defined by NATO STANAGs. ASELSAN started full scale serial production and delivery of HF Portable and Vehicle/Stationery Radios in 2013. ASELSAN has completed the development and is currently producing 150W, 400W and 1,000W HF Naval Configurations and VLF/ HF Receivers, which are to be used by surface and submarine type of platforms of the Navy and the Coast Guard Command. ASELSAN has also completed the design and began the production of HF Airborne Radios. 40 ASELSAN Annual Report 2013 Fields of Activity Public Safety Communication Systems ASELSAN’S SOLUTIONS IN THIS AREA SATISFY THE DIGITAL RADIO COMMUNICATION NEEDS OF DIFFERENT USER GROUPS UNDER NORMAL, CRISIS OR DISASTER CONDITIONS. Urbanitas admodum habemus corpora his in. Ad ius Gendarmerie Integrated Communication and Intelligence Systems (JEMUS) consul conceptam reformidans. Fields of Activity 4th Generation (4G/LTE) Communication System Development (ULAK) Project ASELSAN signed a contract with the Undersecretariat for Defense Industries for the Development of 4th Generation (4G/LTE) Communication Systems. Within the scope of the design and development of 4th generation communication systems, such as Commercial and Public Safety LTE Base Stations, LTE Mobile Terminal Security Software, TETRA Base Stations and LTE-Based Military Communication Systems, ASELSAN carried out efforts to determine system requirements. Thanks to its efforts aimed at serial production, ASELSAN will manufacture a prototype of the LTE Macro-cell Base Station in this project. With the prototype, ASELSAN aims to meet the needs of not only mobile operators, but also for all military and professional institutions that require high-speed, uninterrupted and secure information exchange. Moreover, thanks to the efforts of use of LTE in the tactical field, the company will build the infrastructure for OFDM-based tactical systems that may be developed in the future. Gendarmerie Integrated Communication and Intelligence Systems (JEMUS) ASELSAN continues the nationwide installation of the Gendarmerie Integrated Communication and Intelligence Systems (JEMUS), which accelerate coordination in the Gendarmerie General Command’s units and headquarters throughout Turkey by enabling rapid and timely access to information and which allows safety and secure services to be rapidly provided. ASELSAN Annual Report 2013 services (such as Ambulance Service, Fire Brigade, Police , Gendarmerie, etc.); answering calls through call taking applications; recording calls; address search through map applications; automatic identification of citizens’ addresses; mapping location of incoming calls; tracking of mobile units; voice/data communication between the Call Center and sub-units (ambulances, mobile units, police stations, etc.) of organizations. In the second phase of the project, emergency call management systems were delivered and put into use in 10 provinces in 2013. Deployment of the project throughout Turkey will facilitate all emergency numbers used in our country to be combined in a single number and enable different institutions such as ambulance service, fire brigade, police stations and the Gendarmerie to work in coordination under a single roof and provide the necessary assistance in a rapid and effective manner. Secure Cellular Communication System (EHHAS) Within the scope of the Secure Cellular Communication System (EHHAS) contract signed in 2009 to cover secure radio communication needs of the Turkish General Staff, ASELSAN installed the infrastructure of base stations located in Istanbul, Ankara and Izmir and delivered the systems in 2013. Also, within the same year, additional equipment has been delivered to meet the needs of the Turkish Armed Forces. Within the scope of the JEMUS project, the Company began to install radio systems in 2005 and had already installed these systems in 40 cities as of the end of 2013. In 2014, ASELSAN plans to continue to improve these systems in line with the Gendarmerie’s needs and expectations and to broaden their use throughout Turkey by entering new contracts. ATLAS Radios with Digital Mapping Function Designed in 2013, ATLAS Handheld Radios are the first radios, among other radios used in public safety, to have the digital mapping application, as well as multi-tasking and navigation features which run on the Linux-based open platform. ATLAS Handheld Radios are able to instantly show the target location of the place where the user is aiming to reach as well as the location information of teammates on a digital map. Computer Aided Dispatch and Management System for 112 Emergency Assistance Designed by ASELSAN, the system provides advanced services such as: call taking and directing calls to the dispatchers of the emergency In 2013 ASELSAN completed the design of the ATLAS Vehicle Radio, the second product in the ATLAS series of radios, which are the most sophisticated solution in meeting the communication needs of different institutions in joint operations. In 41 addition to the applications performed by handheld radios, the ATLAS Vehicle Radio may easily perform messaging and data query functions through the new tablet control head. Encrypted Digital Radio System Within the scope of the contract signed with Turkish National Police (TNP) the analogue communication systems of TNP are being replaced with ASELSAN’s Digital Mobile Radios (DMR), which are encrypted digital radios designed and produced by the Company. In accordance with the contract, as well as the delivery of terminals in 2013 and 2014, ASELSAN aims to install broadband coverage and trunk infrastructure in some cities. The important advantages brought by this technology include a quadrupling in the capacity of the existing licensed radio channels, high voice quality and easy integration of GPS and data applications into the system. Digital communication systems, which are installed by ASELSAN in the “Local Area” mode or the ‘Wide Area’ mode, are able to perform functions above the defined standards to meet the special customer demands. Export of APCO and Encrypted Digital Radio Systems As an ongoing activity since the end of 2006, ASELSAN continued to sell APCO Digital Radios to the United States of America in 2013. The Company expects to increase its sales in the coming years through its efforts to develop new products in the same category. The Pakistani Armed Forces have been effectively using ASELSAN’s Encrypted Digital Radio Systems since 2007, and the amount of radios delivered has considerably increased in 2013. Within the scope of the technology transfer agreement signed with the Pakistan National Radio Telecommunications company (NRTC) in December 2011 for the production of Digital Handheld and Vehicle Radios - designed by ASELSAN - in Pakistan, the Company stepped up its deliveries of the production materials in 2013. In early 2013, a contract was signed between the Saudi Arabian Ministry of Defense and ASELSAN for the procurement of Encrypted Digital Radio Systems and ASELSAN has delivered the systems in line with the agreement. 42 ASELSAN Annual Report 2013 Fields of Activity Fields of Activity X-Band Satellite Communication System ASELSAN Annual Report 2013 43 44 ASELSAN Annual Report 2013 Fields of Activity Satellite, Avionic and Naval Communication Systems ASELSAN DEVELOPS AND OFFERS SATELLITE COMMUNICATION SYSTEMS TO ENABLE SECURE AND UNINTERRUPTED COMMUNICATION BETWEEN COMMAND CONTROL CENTERS AND UNITS IN THE FIELD. Urbanitas admodum habemus corpora his in. Ad ius consul conceptam reformidans. ASELSAN Authentic Integrated Naval Communication Systems Fields of Activity ASELSAN Annual Report 2013 X-Band Satellite Communication System Satellite Communication Systems Uninterrupted and secure communication, mobility and the ability to communicate over the longest distances and under the most challenging geographical conditions can be considered as most crucial communication features in today’s conditions. Within this scope, satellite communication systems are of paramount importance, offering uninterrupted voice, video and data communication, which is a basic condition during the operations of armed forces on the tactical field. Acting on this requirement, ASELSAN develops and offers satellite communication systems to enable secure and uninterrupted communication between the command control centers and the units on the tactical field. ASELSAN signed a contract with Turkish MOD for the New Generation X-Band Satellite Communication System (TUMSIS) Project. According to the contact, ASELSAN will develop an X-Band Satellite Transponder Payload and various types of X-Band Terminals. ASELSAN completed the preliminary design work for the New Type X-Band Manpack Terminal, which is an indigenous product of ASELSAN. The company also completed the acceptance tests for the units designed by the subcontractor TÜBİTAK-UZAY (Space Technologies Research Institute) as the subcontractor. ASELSAN continued design activities for the New Type Submarine X-Band Satellite Communication Terminals. Moreover, following the delivery of the first MILGEM X-Band Satellite Communication Terminal integrated to TCG-HEYBELİADA, ASELSAN delivered the X-Band Satellite Communication Terminal integrated to TCG-BÜYÜKADA to the Naval Forces Command in 2013. Related with the On-Board Processing EHF (Extremely High Frequency) Satellite Transponder and Testbed Development Project (which aims to meet secure satellite communication requirement at high frequencies of TAF and is a R&D Project, supported by the Scientific and Technological Research Council of Turkey (TÜBİTAK)), ASELSAN successfully completed the equipment acceptance tests and started system acceptance tests. Naval Communication Systems ASELSAN launched pre-design efforts within the scope of the LST Integrated Communication System Project. The company also carried out detailed design, materials procurement, production and testing activities for the New Type Patrol Boat, MOSHIP/KURYED, the Turkmenistan SERHED Boat and New Type Submarine Integrated Communication Systems. Moreover, the company successfully completed the acceptance tests for Integrated Communication Systems of 1 MILGEM-2 Corvette, 4 New Type Patrol Boats and 4 SERHED Boats and the pre-design review of the New Type Submarine Communication System Project. In addition, ASELSAN tabled offers for the MILGEM-3-4, LPD, TT Fast Patrol Boat, AMDEG, LDG and YSAT Integrated Communication Systems, as well as a number of export projects. 45 RF Data Link System Within the scope of the Project of Development of RF Data Link Units for Long-Range Antitank Missiles (UMTAS), the company completed the production line qualification work and began to negotiate with ROKETSAN for the serial production agreement. The company also successfully completed the design verification tests for the Project of Development of RF Data Link Units for Mid-Range Antitank Missiles (OMTAS). Moreover, ASELSAN signed the necessary contracts for the Project of Development of RF Data Link Units for Low- and MidAltitude Air Defense Missile System. The company successfully completed the system design phase for the Low-Altitude Air Defense Missile System, but work continues on the system design of the Mid-Altitude Air Defense Missile System. Identification Systems Designed within the scope of the National IFF Mod 5/S Project, ASELSAN successfully completed the flight acceptance tests in 2013 Furthermore work continues on the contract-related negotiations and advance work is carried on for the serial production of National IFF Transponders and Short- and MidRange IFF Interrogators. Moreover, the company maintained its efforts to determine technical requirements for the Mode 5 LongRange IFF Interrogators. Within the scope of the Battlefield IFF Systems (MUHTAR) Project, ASELSAN successfully completed the critical design phase in February 2013 and the work continues on the development of desktop prototypes. 46 ASELSAN Annual Report 2013 Fields of Activity Encryption and Information Security Systems ASELSAN UNDERTAKES PROJECT DESIGN AND DEVELOPMENT ACTIVITIES FOR CRYPTOGRAPHIC AND INFORMATION SECURITY PRODUCTS, PARTICULARLY COMMUNICATION SYSTEMS AND INFORMATION TECHNOLOGIES. Urbanitas admodum habemus corpora his in. Ad ius consul conceptam reformidans. 2080 ASELSAN Key Management System Fields of Activity ASELSAN Annual Report 2013 47 Ad ius consul conceptam reformidans. Virtual Air Gap System Virtual Air Gap System ASELSAN designed and produced the Virtual Air Gap System in order to resolve the significant problem of securely connecting computer networks of different security levels. ASELSAN launched efforts for the deployment of its Virtual Air Gap System - which holds the Joint Criteria approval at the EAL4+ (ALC_FLR.2, AVA_VAN.5) level - to establish communication between the Gendarmerie General Command and UYAP (National Judiciary Informatics System) and to connect TAF’s network to other public institutions. ASELSAN is in the process of carrying out the black- and gray-box clearance analyses and leakage tests through the SAHAB system, which was established in the General Staff’s MEBS (Communication and Electronic Information Systems) Cyber Defense Command. New Generation IP Encryption Device ASELSAN undertook efforts to develop a new generation, high performance IP encryption device supporting 1 Gigabit/s interface, in order to encrypt IP communication over Local Area and Wide Area Networks. Besides adding mobile IP support, which allows the device to be used in changing IP topology, and adding the QoS messaging feature which is used to maintain the quality of the IP services, ASELSAN conducted various design activities to add Multicast and the support of dynamic reconnaissance protocols (TED) to the device. 2110 Encrypted Mobile Phone In order to encrypt voice and data communication undertaken through GSM communication networks, ASELSAN launched design work to ensure secure communications between 2110 KCT Encrypted Cell Phones (developed with national resources) through the Thuraya Satellite Network. The company also continued design work for the touch screen New Generation Encrypted Mobile Phone with the smart phone architectural structure, which provides Secure Voice and Data Communication through 3G mobile communication networks. 48 ASELSAN Annual Report 2013 Innovation and Passion Fields of Activity Fields of Activity ASELSAN Annual Report 2013 Having started its operations in the early 1990s with microelectronic production, ASELSAN soon became Turkey’s electrooptics center. Taking important strides in R&D activities, the company now operates in the fields of avionics, fight management, navigation and guidance systems and other various areas of defense electronics. 49 50 ASELSAN Annual Report 2013 Fields of Activity Avionic Systems ASELSAN PROVIDES SYSTEM LEVEL SOLUTIONS WHICH USE NATIONAL RESOURCES TO THE MAXIMUM EXTENT. ASELSAN ALSO DEVELOPS RADARS, COMMAND CONTROL, FIRE CONTROL AND COMMUNICATION SUBSYSTEMS, WHICH ARE THE BASIC ELEMENTS OF LOW- AND MID-ALTITUDE GUN OR MISSILE-BASED AIR DEFENSE SYSTEMS. T129 ATAK Avionic and Weapon System Integration Fields of Activity ASELSAN Annual Report 2013 51 Targeting Pod for Fighter Aircrafts (ASELPOD) Rotary-Wing Systems Under ATAK Program, ASELSAN continues the delivery of helicopter kits and the serial production of the following systems: Avionic Central Control Computer (ACCC), Airborne Inertial Navigation and Localization System (ANS-510), Internal Communication System (DHS-101), Multifunction Display Unit (VMFD-68), Keyboard Display Unit (KDU-44), Data Load Unit (VYB-4CF), Advanced Targeting System (ASELFLIR-300T), AVCI Helmet Integrated and Cueing System, Digital Moving Map, Weapon and Gun Interface Units, Pilot/Copilot Mission Grips, Armament Control Panel, Avionic Activation and Display Control Panel and Master Warning Caution Panel. ASELSAN currently continues to offer technical support within the scope of ground and flight tests. AVCI Helmet Integrated and Cueing System, includes the world’s first hybrid (optic-inertial) head tracker integrated to a helicopter platform and provides automatic movement of targeting and weapon systems to the pilot’s line of sight with high performance of tracking sensitivity. Within the scope of the Helicopter Electronic Warfare Suite (HEWS) Project, ASELSAN has been continuing the serial production of the Laser Warning Receiver System (LWRS), enabling the strong detection capability in the far IR band, high resolution threat angle measurement, high sensitivity detection and a low incidence of false alarms. Regarding Avionic Modernization of Gendarmerie Helicopters Project (JHM), ASELSAN completed the prototype phase of the avionic modernization of S-70 Sikorsky Helicopters, AB-205 Helicopters and Mi-17 Helicopters performing serial integration as well. Fixed-Wing Systems ASELPOD Program covers the development, prototype production and also the integration and certification of advanced targeting pod to F-16 and F-4E/2020 aircrafts. ASELSAN successfully completed the External Load Certifications tests for the F-4E/2020 A7C aircraft and has started the tests for F-16 aircraft. The Turkish Airborne Reconnaissance Program (TARP) which covers the Procurement and Integration of EO/ IR and SAR GMTI Reconnaissance Systems, ASELSAN continued the delivery of 4 EO/IR (Electro-optic/ Infrared) Reconnaissance Pods, 3 Ground Data Link Terminals and 3 Ground Image Assessment Stations and the integration of PODs to F-16 Block-30 aircrafts. Within the extent of the Project for the Development of Indigenous Turkish MALE (Middle Altitude Long Endurance) Unmanned Aerial Vehicles (TIHA), ASELSAN delivered mission computers and the ASELFLIR-300T system to be integrated into the Unmanned Aerial Vehicle (UAV), which will be developed solely with national resources. The Avionic Modernization of T-38 Aircrafts (ARI) Project, ASELSAN plans to sign the amendment which will cover the additional sale of Multi Functional Display (MFD) systems by the end of December 2013. Under the scope of F-16 Procurement (Peace Onyx-IV) Program, ASELSAN continues the delivery of LN-260 EGI, Inertial Navigation Systems for Turkish Army. The Avionic Modernization of C-130 Aircrafts (ERCİYES); ASELSAN continues the delivery of LN-260 EGI, Inertial Navigation Systems and Multi Functional Display (MFD) systems. Under the JSF Program, ASELSAN continues the Project for the Optical Capabilities Enhancement with Lockheed Martin - the primary contractor - and the Project of the Development of Prototype CAIC (Communication, Navigation and Identification (CNI) Avionic Interface Controller) Module with Northrop Grumman. The LM Star Test Equipment provided by LM, in order to test the subsystems of the F-35 aircraft, is planned to be installed at ASELSAN MGEO Premises in January 2014. Within the scope of efforts for the Development of Guidance Kits, ASELSAN originally designs and develops Laser Guidance Kits (LGK), which will be mounted to MK-82 and MK-84 Bombs. Moreover, the company completed its efforts for the industrialization of Precision Guidance Kits (HGK) designed by TÜBİTAK SAGE (Defense Industries Research and Development Institute). In this context, ASELSAN signed contracts with the Turkish Ministry of Defense in December 2013 for the production of Precision Guidance Kits and Laser Guidance Kits. 52 ASELSAN Annual Report 2013 Fields of Activity Fields of Activity Laser Target Marking Devices ASELSAN Annual Report 2013 53 54 ASELSAN Annual Report 2013 Fields of Activity Electro-Optic Systems ASELSAN CARRIES OUT THE DESIGN AND PRODUCTION OF DAY VISION DEVICES, INFRARED VISION SYSTEMS, LASER SYSTEMS AND NIGHT VISION DEVICES WITH IMAGE ENHANCERS. Multi-sensor Electrooptical Surveillance and Targeting System Fields of Activity ASELSAN Annual Report 2013 55 Modern Infantry Electro-Optic Sensor Systems Surveillance, Reconnaissance, Designation and Modern Infantry Systems Devices CATS (Common Aperture Targeting System) is a multi-sensor electrooptical surveillance and targeting system which is designed for use in stationery, rotating wing air platforms and also on naval platforms. ASELFLIR-300T Thermal Imaging System is a multi-sensor payload used for surveillance and reconnaissance purposes in MALE (Medium Altitude Long Endurance) UAV systems. Within the scope of ongoing projects, ASELSAN completed the integration of ASELFLIR-300T System into various air and naval platforms. Delivery Projects Within the scope of the “Equipment Procurement Project for Providing Stationery and Mobile Thermal Camera Systems to Enable Land and Sea Border Security in the European Union”, ASELSAN began to deliver FALCONEYE MW Electro-Optic Sensor Systems and EYE Mobile Thermal Camera Systems. The company continued to deliver the VIPER Laser Target Designation System. The company signed contracts within the scope of the Procurement of EYE Seespot Thermal Cameras and Laser Target Marking Systems. ASELSAN also signed a contract to procure the IP-based EYE Thermal Camera Reconnaissance and Surveillance System, aiming to cover TAF’s need for remote controlled surveillance system. ASELSAN delivered VIPER Laser Target Marking Devices, ASIR Thermal Cameras and GÜNGÖR Day Vision Cameras to NPP ASKB ALATAU, a Kazakhstan-based company. The company also signed a sale contract with Kazakhstan ASELSAN Engineering (KAE) for the delivery of VIPER Laser Target Designation Devices, EYE Thermal Cameras, SHARPEYE Electro-Optic Sensor System, ASIR Electro-Optic Sensor System and PIRATE Head-Up Display Units. ASELSAN delivered night vision sights, night vision goggles and night vision binoculars to a number of customers, particularly the Turkish Armed Forces, but also to the Disaster and Emergency Directorates, the Ministry of Internal Affairs and countries under the scope of the Foreign Military assistance program of the Ministry of National Defense, as well as Kazakhstan, Jordan and India. In cooperation with the Turkish Armed Forces, the company sold SCOUT Electro-Optic Sensor System to various foreign markets. Research & Development Projects ASELSAN continued its efforts for the development of electro-optical systems, such as high resolution thermal cameras, day vision cameras and multi-pulse laser range finders. ASELSAN has developed the ATS50 Thermal Sight system for the armored Land Rover vehicles. A new thermal sight system that fits the turret structure of the vehicle and a base plate where the weapon will be fixed were designed and made ready for use after being tested under field conditions. . 56 ASELSAN Annual Report 2013 Fields of Activity Electro-Optic Systems ASELSAN OFFERS SUPERIOR CAPABILITIES WITH STATE-OF-THEART ELECTRO-OPTICAL SOLUTIONS. Leopard Next Generation Fields of Activity ASELSAN Annual Report 2013 57 Firing trials during the tests show that the warfare performance of the Next Generation MBT Upgrade Solution is higher than the modern MBTs. Based on superior image quality electrooptical periscopes managed by the gunner and the commander which provide accurate target engagement in day, night and severe weather conditions as well as highperformance automatic target tracking function and target state estimation capability, Next Generation Upgrade Solution provides high level of First Round Hit Probability especially in Moving Tank /Moving Target scenarios. ASELSAN signed an agreement with RUAG, a Swiss company, for the integration of the Next Generation Fire Control System to a Leopard 2A4 MBT within the scope of RUAG’s modernization project. The aim of both companies is to promote and market the new modernization configuration to the user countries. Altay Project Within the scope of the Thermal Weapon Binoculars project, ASELSAN continues its sales activities for the Piton and Boa Thermal Weapon Binoculars both in Turkey and abroad. The company completed the design of high performance mini thermal weapon binoculars in 2013 and will deliver them to the Turkish Armed Forces in 2014. Main Battle Tank and Armored Vehicle Systems Within the scope of the Turkish National Main Battle Tank Program (ALTAY), ASELSAN delivered the initial prototypes of the, Tank Fire Control System, Electrical Gun and Turret Drive System, Battlefield Management System, Communication System, Tank Driver’s Vision System, Tank Laser Warning System and Remote Stabilized Weapon Station. In the design of these ASELSAN Systems, ASELSAN’s utmost priority was to develop systems having minimum Life Cycle Cost and maximum operational availability to the maximum extend. These systems were integrated to the prototype tanks of ALTAY MBT, which are being subjected to the firing tests. Live firing tests have been performed on the prototype vehicles of ALTAY MBT in Şereflikoçhisar Tank Firing Area since July 2013. Subsystems developed by ASELSAN for the Turkish National Main Battle Tank Program (ALTAY) were also integrated to a Leopard 2A4 MBT, named as Next Generation Upgrade Solution. Field and firing tests of the Next Generation MBT Upgrade Solution had been performed under all weather conditions between the dates, November 2011-March 2013; and the Next Generation MBT delivered the first functional seeker prototype. Within the scope of the HISAR-A Project, the company completed Phase I (System Design Phase) of the Project. ASELSAN maintains its work to develop high performance and low-cost Imaging Infrared Seekers for Mid- and Long-Range Antitank Missiles. Seeker system prototypes manufactured by the company were used in guided missile firing tests and demonstrated a higher performance beyond the required ranges. The company currently continues pilot production and delivery of Imaging Infrared Seeker Systems. Navigation Systems ASELSAN continues its efforts to integrate Navigation Systems into various land platforms. The company continues to deliver these systems, which provide high positioning and pointing accuracy to be used for targeting with automatic fire control systems. ASELSAN started the integration of the ANS-510K – an indigenous navigation level Inertial Navigation System which is included in TAF’s inventory as part of the ATAK and ADOP projects - to the Mobile Target Acquisition Radars and Rocket Launching Platforms. The company completed the design of the ANS-310 - a tactical level Inertial Navigation System - and is currently proceeding with its business development activities. ASELSAN develops sighting systems and thermal cameras for different types of Main Battle Tanks and Armoured Vehicles. In this context, ASELSAN, the company signed contracts for the sale of thermal cameras that can be integrated to various MBTs and Armoured Vehicles and the delivery of thermal cameras are successfully carried out. Sighting systems comprising cooled and uncooled thermal imagers have been developed and manufactured to be integrated on remote weapon platforms for Turkish Armed Forces and Turkish National Police. Missile Guidance and Seeker Systems ASELSAN has continued to design and develop Imaging Infrared Seeker for HISAR A/O Low and Medium Altitude Air Defense Missiles, and delivered the first functional seeker prototype. Within the scope of the HISAR-A Project, the company completed Phase I (System Design Phase) of the Project. ASELSAN maintains its work to develop high performance and low-cost Imaging Infrared Seekers for Mid- and Long-Range Antitank Missiles. Seeker system prototypes manufactured by the company were used in guided missile firing tests and demonstrated a higher performance beyond the required ranges. The company currently continues pilot production and delivery of Imaging Infrared Seeker Systems. 58 ASELSAN Annual Report 2013 Fields of Activity Naval Systems ASELSAN IS INVOLVED IN VARIOUS PROJECTS INCLUDING THE DESIGN, DEVELOPMENT AND INTEGRATION OF NAVAL SYSTEMS, PARTICULARLY COMBAT SYSTEMS OF UNDERWATER AND SURFACE PLATFORMS. Urbanitas admodum Coastguard Search habemus & Rescuecorpora Ship his in. Ad ius consul conceptam reformidans. Fields of Activity ASELSAN Annual Report 2013 59 New Type Patrol Boat Battleships Within the scope of the MILGEM Ships Combat Systems Project, ASELSAN concentrated its efforts on TCG HEYBELİADA as the first MILGEM ship and TCG BÜYÜKADA as the second MILGEM ship. Within the scope of naval combat systems that are designed especially to improve the air defense and underwater / surface combat capabilities of both ships, the company developed, delivered and integrated the following systems and performed the required tests: communication, satellite communication, navigation, electrooptics, laser warning system (LWS), electronic warfare, radars, sonar, missile, naval gun control, remote control weapon and self-defense systems. The company continued work on the procurement and integration of electronics and combat systems for 8 TUZLA Class patrol boats. The company completed the procurement and integration of weapons and electronics systems of 4 DOST Class Coastguard Search & Rescue Ships. As part of the Mid Life Modernization of Yavuz Class Frigates, ASELSAN has currently accomplish adding “electro-optical tracking” capability - developed by ASELSAN - to the fire control radars on three frigates, and is currently involved in the acceptance tests for a fourth frigate. Within the scope of Gyro Modernization Project, that aims to modernize primary and backup gyros used in naval surface platforms that are present in six different classes in the inventory of the Turkish Naval Forces Command, the company modernized these gyros with Inertial Navigation Systems developed by ASELSAN and integrated these systems into a total of 29 surface platforms. Within the scope of Procurement of Electro-Optic Display and Recording Systems Project for the boats (of SAR33, SAR35 and SAR80 Classes) used by the Turkish Coastguard Command, the company integrated GÖZ Thermal Camera Systems developed by ASELSAN - onto a total of 10 boats. As part of the “Multifunction Range Finder System” contract, ASELSAN designed, manufactured and delivered lightweight, compact, handheld or remote use and highperformance Multifunction Range Finder Systems (GZM-03), which have high laser range finding (nonharmful for the eyes) and target coordinate menstruation capability. Based on the experience gained in MILGEM and similar projects, ASELSAN carries out promoting and marketing activities with respect to the sale of battle systems to foreign countries through Turkish naval shipyards. The company continued to develop the ASELSAN VATOZ® Naval Mission Management Software within the scope of sales of SERHED Ship Class Boats to foreign countries. The company started the integration of various missile systems to VATOZ®. Auxiliary Vessels Within the scope of the Underwater Rescue Mother Ship (MOSHIP) and Rescue and Towing Ship (RATSHIP) Project, ASELSAN continued its efforts in the procurement and integration of the underwater acoustics equipment, particularly in the area of sonar systems used in vessels. In accordance with the project, the company maintained its production activities for the navigation systems (gyro) developed by ASELSAN and Electro-Optic (IR/ LLTV) systems. In the MTA (General Directorate of Mineral Research and Exploration) Seismic Exploration Ship Project, ASELSAN carried out its efforts for the procurement, production and Integration of Scientific Research Equipment and Systems and the manufacture of navigation systems (gyro) developed by ASELSAN. 60 ASELSAN Annual Report 2013 Fields of Activity Fields of Activity Acoustic Torpedo Defense Decoy ASELSAN Annual Report 2013 61 62 ASELSAN Annual Report 2013 Fields of Activity Naval Systems ASELSAN MEETS THE NEEDS OF THE NAVAL FORCES BY APPLYING THE EXPERIENCE THAT IT HAS GAINED IN LAND AND AIR PLATFORMS TO NAVAL PLATFORMS. Urbanitas -admodum habemus corpora his in. Ad ius MİLGEM Heybeliada consul conceptam reformidans. Fields of Activity ASELSAN Annual Report 2013 63 Development of Acoustic Jamming and Deception Systems for Submarines” (DAKA Project) Landing Ships Within the scope of the contract signed, company delivered 25 mm stabilized gun systems with remote control, navigation systems and combat systems, which will be used in eight Fast Amphibious Ships. The company completed all deliveries in line with the schedule set forth in the contract. For two Amphibious Ships (Landing Ship Tanks-LST), ASELSAN started its efforts for development/production and procurement of combat system solutions, which comprise of Radars, Electro-Optics, Communications, Navigation, Electronic Warfare, and Remote Control Weapon Systems. Under the Landing Platform Dock (LPD) Project, ASELSAN continued its efforts to develop combat system solutions, which comprises following systems: Radars, ElectroOptics, Communications, Acoustics, Navigation, Electronic Warfare, Fire Control, Remote Control Weapon and Self-Defense Systems. Submarines Within the scope of the New Type Submarine Project, ASELSAN is involved in development of Integrated Communication System, X-Band Satellite Communication System and Electronic Support Systems. In order to increase Turkey’s domestic contributions to the project, ASELSAN has worked on radar-absorbing paint, alarm announcement/entertainment systems, sonar “beacon” subsystems and “plot” tables. In New Type Submarine and AY Class Submarine Modernization Projects, company completed the design and qualification of thermal imaging devices operating in the medium infrared waveband which will be installed into the periscopes. The company has already delivered two out of ten systems. Torpedo Countermeasure Systems ASELSAN continued its efforts concerning Torpedo Countermeasure System technologies financed with the company’s own resources. ASELSAN has also concentrated on projects to complete the design of underwater acoustic system technologies by taking into account the activities and efforts of other corporations and institutions in the area of underwater acoustics. ASELSAN’s Work in the “Torpedo Countermeasure Systems” Category Within the scope of the “Development of Acoustic Jamming and Deception Systems for Submarines” project, ASELSAN continued its efforts to develop and produce Acoustic Decoys and Jammers that can be launched from the submarines of Preveze and Gür classes. In addition, the company started to install and integrate the Decision Support System to AY/PREVEZE/GÜR Class Submarines. The company completed production of HIZIR Torpedo Jamming and Deception System, which aims to defend surface ships against torpedoes. The company is currently performing the qualification tests for the subsystems. In line with these efforts, the company continues to test the HIZIR system in sea environment based on various operational scenarios and continues with its activities for Integration of HIZIR system into various ship building projects, such as MILGEM, LST and LPD. ZOKA is a new version of expendable acoustic torpedo countermeasure decoy family developed for international sales. The company continued its efforts for sale of ZOKA system in foreign markets. ASELSAN’s Efforts in the “Active/ Passive Sonar Systems” Category The company completed the production of KULAÇ system, an echo sounder meets with military requirement, designed and developed by ASELSAN, integrated it into Ay-Class submarines. The company also made necessary modifications for using KULAÇ system in all surface ships and continued it efforts for all surface ships in country and abroad. ASELSAN began to develop active acoustic devices such as mine avoidance sonar, sidescan sonar, sonar for coastal security applications, etc., which is considered to be required in coming future projects. 64 ASELSAN Annual Report 2013 Efficiency and Ambition Fields of Activity Fields of Activity ASELSAN Annual Report 2013 With its expertise in systems engineering, ASELSAN offers customers a broad range of products and sophisticated system solutions for modern platforms, such as command control, air defense systems, naval systems, underwater acoustic systems as well as systems integration. 65 66 ASELSAN Annual Report 2013 Fields of Activity Air and Missile Defense Systems THANKS TO ITS STATE-OF-THE-ART TECHNOLOGY AND CAPABILITIES WHICH FORM THE BASIS OF INTEGRATED AIR AND MISSILE DEFENSE SYSTEMS, ASELSAN DESIGNS AND DEVELOPS UNIQUE LOW- AND MID-ALTITUDE AIR DEFENSE SYSTEMS AS REQUIRED BY THE TURKISH ARMED FORCES. Low and Mid-Altitude Air Defense Systems Fields of Activity ASELSAN Annual Report 2013 67 ASELSAN completed the system design phase in the HISAR-A Project. Test firing was performed at the Tuzgölü Southern Region Firing Zone for the Ballistic Testing Missile of the Low Altitude Air Defense System in October 2013. The company began its efforts for subsystem development and testing in the HISAR-A Project and carries out system design activities in the HISAR-O Project. Self-Propelled Low Altitude Air Defense Gun System-KORKUT 35 mm Self-Propelled Low Altitude Air Defense Gun System-KORKUT ASELSAN will improve Turkish Armed Forces’ air defense capabilities with new air defense systems that can use airburst ammunition for more effective defense against today’s air threats. Within the scope of the project, ASELSAN is developing 35 mm Gun System (GS), Command Control System (CCS) and Fire Control System (FCS). CCS will manage operation of Gun Systems as a team commander and operates in coordination with the upper air defense command control elements. ASELSAN develops two new radars in this project: Fire Control Radar on GS - which will allow GS to track the threat accurately - and the 3D Mobile Search Radar on CCS which will detect, track and identify the targets. FCS will make use of both radars in its operation. Fire Control System (FCS) Responsible for the command and fire control of the 35 mm air defense towed guns and Missile Launching Systems (HİSAR-A), the FCS performs all functions such as detection, tracking and identification of threats only by using its own subsystems. FCS forms a layered air defense structure with 35mm guns and low altitude air defense missiles. FCS, which is integrated into the Air Defense Early Warning and Command Control System (HERIKKS), operates in coordination with other air defense elements. FCS will be delivered to the service of the TAF as a national system equipped with the latest technology, replacing the D-IX system in the TAF’s inventory. ASELSAN completed the subsystem development and testing phase in the project and initiated the system integration and testing phase. Modernization of 35 mm Air Defense Towed Artilleries The 35 mm traditional air defense towed guns present in the TAF’s inventory have been modernized in order to provide them with the capability to use airburst ammunition and to be operational under control of FCS. Low- and Mid-Altitude Air Defense Missile Systems- HISAR In 2011, ASELSAN and the Undersecretariat for DefenseIndustries signed a contract for the Design and Development of Low Altitude Air Defense Missile Systems (HISAR-A) and Medium Altitude Air Defense Missile Systems (HISAR-O). Low and Medium Altitude Air Defense Missile Systems will destroy threats in the low and medium altitude within the scope of point and regional air defense. Within the scope of the HISAR-A Project, the company will develop the following systems and perform the qualification of products and production lines: •Self-Propelled Autonomous Missile System •Missile Launching System •Low Altitude Air Defense Missile •which can be launched from either of these two configurations. The Self-Propelled Autonomous Missile System that is under development may autonomously perform their missions fully, thanks to their 3D search radar, command control and fire control systems. On the other hand, in the Missile Launching System the command control and fire control functions are performed by the Fire Control System (FCS). Anti-Submarine Warfare (ASW) System The Anti-Submarine Warfare (ASW) System is a rocket launcher used to defend critical bases and to establish deterrence against enemy submarines in the combat zone. Within the scope of this project, company manufactured 4 ASW Rocket Launchers and integrated them into New Type Patrol Boats (NTPB), which are constructed in DEARSAN shipyards. ASELSAN exported 10 ASW Systems and 300 ASW Rockets to Turkmenistan Armed Forces. These systems and rockets are currently integrated into ASW SERHED Ship Class Boats. Lightweight Multi-Role Missile (LMM) Launching System Within the framework of LMM Launching System Project, ASELSAN carries out the design, development and prototype production of the Launching System, performs tests in the marine environment by integrating the system into a light and small surface platform and carries out its efforts for the qualification of the system. In 2013 ASELSAN manufactured theprototype of and began qualificationtests for 2 LMM Launching Systems, onewith 4-missile capacity and the otherwith 8-missile capacity. 68 ASELSAN Annual Report 2013 Fields of Activity Command, Control, Communications, Computer and Intelligence Systems ASELSAN OFFERS USERS A WIDE ARRAY OF PRODUCTS IN THE FIELDS OF SURVEILLANCE/RECONNAISSANCE AND INTELLIGENCE, FIRE SUPPORT AND TACTICAL COMMUNICATION. Air Defense Early Warning and Command Control System (HERIKKS) Fields of Activity ASELSAN Annual Report 2013 69 Ammunition Transfer System Fire Support Automation Project ASELSAN’s Fire Support Automation System automates command, control and communication functions of fire support in the combat zone and ensures that fire support is provided in full harmony with other functional units of the combat zone. Within the scope of the National Tank Project (ALTAY Project), ASELSAN has reached the testing and qualification phase in the development of the Tank Command Control Communication Information System, a project initially undertaken by ASELSAN. Within the scope of the Fire Support Automation Project (FSAP-2000), ASELSAN completed the delivery of the systems in 2013. Command, Control, Communications, and Computer Systems ASELSAN develops and manufactures military task computers, military handheld computers, monitors and keyboards and respective cards (processor, interface, power distribution, video target reconnaissance and surveillance unit, etc.), which are portable or can be integrated into land, air and naval systems and which are suitable for harsh working conditions in the combat zone. As part of ASELSAN’s efforts to sell Fire Support Systems to foreign countries, the company carried out various testing and promotion activities and road-shows in various countries. Tank Command Control Communication Information System (TCCCIS) The BATUR Combat Management System is a command control system which raises common situation awareness of and introduces digital information exchange capability to the Battalion Task Forces, supports the planning and execution of the military operations through decision support mechanisms, allows for command control activities to be controlled by computer, and ensures that military personnel have access to required information in the shortest time possible. ASELSAN manufactured a range of products such as the EuroCard-3U (transmission/air-cooling), EuroCard6U (transmission/air-cooling), Hybrid (EuroCard-3U and EuroCard-6U are used together) (transmission/ cooling), 19’’ rack-mounted (aircooling) military task computers and HT-7244 Military Handheld Computers. These devices were deployed in various practices, such as fire control, command control, weapons management and secure data communication in systems including the Helicopter Electronic Warfare System (HEWS), Stabilized Machine Gun System (STAMP), Stabilized Artillery System (STOP), A400M Transport Aircraft, ADOP, MOSHIP/KURYED and ALTAY. The company completed its design and qualification work for the serial production of “HT-7250 Handheld Military Computer” and “MP-7260 Military Panel Computer”, and continues its preparation work in these projects. Air Defense Command and Control System (HERİKKS) ASELSAN’s HERİKKS is an Air Defense Command and Control System that manages the air defense activities on Tactical Level. HERİKKS basically provides the interface among radar and weapon systems and organizes these separate systems so that they act as a coherent integrated air defense system. HERİKKS takes air threat information from a variety of radars, produces a recognized air picture in real time and assigns the available air defense weapons to selected targets. It has an open system architecture, giving scope for sensor and weapon development, and modular hardware and software on a distributed architecture. Secure communications can be provided by ASELSAN’s Tactical Area Communications System. In 2015 ASELSAN will be awarded a new contract with deliveries in 2018 for further Phase. 70 ASELSAN Annual Report 2013 Fields of Activity Unmanned Systems ASELSAN DESIGNS AND MANUFACTURES UNMANNED SYSTEMS, WHICH WILL BE USED EXTENSIVELY IN THE BATTLEFIELDS OF THE FUTURE, WHICH CAN BE REMOTELY CONTROLLED AND ARE ABLE TO MAKE DECISIONS AND APPLY THEM INDEPENDENTLY. LEVENT Unmanned Surface Vehicle Fields of Activity ASELSAN Annual Report 2013 71 Unmanned Land Vehicle Family KAPLAN Unmanned Land Vehicle Family (Bomb Detecting and Dismantling Robots) ASELSAN continued its efforts to develop and produce the KAPLAN Multi-Purpose Unmanned Land Vehicle family of products in the vehicle transportable class. In this context, the company: • delivered systems with the Bomb Dismantling Robot configuration to the General Directorate of Security; • the KAPLAN Reconnaissance and Surveillance System and Unmanned Command Control Center successfully passed the tests at the Fort Benning Base in the USA for standardized development and interoperability with NATO systems; • continued its efforts in the integration of THz and GPR identification systems for the KAPLAN Unmanned Land Vehicle, to enable bomb detection; and • exhibited a concept demonstration for remote bomb dismantling through High Power Electromagnetic Waves (HPEM) in the IDEF 2013 fair for the first time. ARI-1 Rotating-Wing Mini Unmanned Aerial Vehicle Unmanned Surface Vehicle The company continued its efforts to develop the LEVENT Unmanned Surface Vehicle. On the distinguished observer day of the Deniz Kurdu 2013 Naval Exercise, ASELSAN demonstrated the LEVENT Unmanned Surface Vehicle to the heads of the Turkish Armed Forces, including the Chief of General Staff. In this demonstration, a Port and Base Defense scenario was exercised, in which a hypothetical boat seeking intrude a Noam area in open waters was representatively intervened. Mini Unmanned Flying Systems (MUFS) Development Project Under the MUFS Program, the company performed test flights and other necessary work to develop hardware and software for the autopilot system and the ground control station. ASELSAN also completed the prototype production phase and is currently continuing the testing and verification of the Micro Gimbals System with 2-axis gimbal stabilization which can hold a day camera or a non-cooling IR camera. The cameras are planned to be deployed as useful load on the system. ARI-1 Rotating-Wing Mini Unmanned Aerial Vehicle Within the scope of the ARI-1 Rotating-Wing Mini Unmanned Aerial Vehicle Project, ASELSAN delivered the system to Turkish Army, which composed of two Air Platforms, a Ground Control Station, a Ground Data Terminal and a Scanner Antenna” Pedestal. 72 Fields of Activity ASELSAN Annual Report 2013 Coastal and Border Security Systems ASELSAN IS INVOLVED IN THE DEVELOPMENT AND PRODUCTION OF BORDER SECURITY, COASTGUARD SECURITY, CRITICAL INFRASTRUCTURE AND FACILITIES SECURITY AND CITY AND COMMUNITY SECURITY SYSTEMS. Border Security System Center Coastal Security The company completed the development and on-site establishment of a system to ensure the security of a pilot region as per the agreement signed with the Coastguard Command. Within the scope of the YUNUS (Aksaz and Foça Surface and Underwater Surveillance and Identification System) project, ASELSAN completed the installation, integration and commissioning of underwater / surface surveillance and identification systems at the Naval Forces Command’s naval bases in Aksaz and Foça. The company is currently carrying out port acceptance tests. Under the Coastal Surveillance Radar System (CSRS) project, the company launched the production of electrooptic sensors and coast surveillance radars (SERDAR), developed by ASELSAN. The electro-optical sensor system designed and developed by ASELSAN within the scope of CSRS project comprise of a high-resolution Thermal Camera, a Day Vision Camera, a Moving Platform and a Video Surveillance Unit. Having evaluated a number of international requests in the area of coastal security, ASELSAN offered various systems solutions, which include ASELSAN’s products, such as communication systems, electro-optical systems, radars and command control solutions. Border Security Within the scope of its efforts to develop solutions for the security of land borders, ASELSAN set up and commissioned a model system for testing/trial and development purposes. The company continued its efforts to develop this model system together with ASELSAN’s products and other subsystems provided in Turkey. The company also effected the improvements necessary for this system to be used with a command control system, which can be easily integrated into such systems (developed by ASELSAN) present in TAF’s inventory (when required) such as ADEWCCS, the Fire Support Automation Systems (FSAS), the Pedestal Mounted STINGER Air Defense Systems (PMS) and the Self-Propelled Artillery Systems (FIRTINA). This modular system was set up in a manner where it can be used in all borders if required, and can be integrated into various products developed by ASELSAN, such as electro-optical systems, land surveillance radars, remote control weapon systems and unmanned vehicles. Likewise, ASELSAN developed a model system aimed at supporting Azerbaijan’s border security, which was tested at a border post in coordination with Azerbaijan. The company is currently working on the system. ASELSAN signed a contract with the Uruguayan government to develop a solution package that comprises of Mobile Reconnaissance & Surveillance Systems, in order to meet Uruguay’s needs to ensure its border security. Critical Facilities Security ASELSAN developed system solutions to enable the security of critical facilities of a number of local/ foreign public and private institutions. The company signed a contract to ensure the security of a major facility. Fields of Activity ASELSAN Annual Report 2013 73 Intelligent Transportation Systems WE SUCCESSFULLY APPLY OUR MILITARY CAPABILITIES TO CIVILIAN APPLICATIONS. In line with the contracts signed with the Turkish General Directorate of Highways, ASELSAN developed and installed Turkey’s first Multi-Lane Free Flow Toll Collection System on the Istanbul Strait Bridges, hence setting grounds for the removal of booths from the existing toll plazas on Turkish highways. In 2013 ASELSAN completed the delivery of the Automatic Vehicle and Number Plate Recognition (ANPR) System in 36 provinces as an integral part of the Turkish Gendarmerie Integrated Communications and Information System. The system automatically identifies number plates along with vehicle brands and color with a high level of accuracy under free flow traffic conditions. The company successfully completed the design and testing of the vehiclemounted Mobile ANPR that will extend capabilities of the overall system. ASELSAN carried out the first delivery within the scope of the ETC and Cash Based Tolling System project for Polish highways. The company is currently continuing its design and development efforts to improve the system capabilities. Finally, in 2013 ASELSAN signed a contract with the Turkish General Directorate of Highways for the design and implementation of an Intelligent Highway Traffic Management System on the Gebze – Western Izmit Highway segment, which is a part of the Trans-European Motorway Network. Technologies derived from toll collection and ANPR systems technologies will be used in the system design to improve traffic safety and volume. 74 ASELSAN Annual Report 2013 Fields of Activity Weapon Systems ASELSAN DEVELOPS, MANUFACTURES AND OFFERS WEAPON SYSTEMS THAT CAN BE USED IN DIFFERENT PLATFORMS IN LAND AND NAVAL WARFARE. 30 mm Stabilized Gun (MUHAFIZ) System Fields of Activity ASELSAN Annual Report 2013 75 Ammunition Transfer System Remote Control Weapon Systems ASELSAN’s Remote Control Weapon Systems which provide sensitive target surveillance, target reconnaissance and high target accuracy can serve under any climatic conditions day or night, thanks to integrated electro-optic sensors and computer fire control system. In 2013 ASELSAN continued the production of STAMP (Stabilized Machine Gun Platform), STAMP-G (a STAMP version on which the 12.7 mm GAU-19/A Gatling Gun can be mounted) and STOP (a 25 mm Stabilized Gun System) Remote Control Weapon Systems in line with orders received from both Turkey and foreign countries. The 30 mm Stabilized Gun (MUHAFIZ) System joined ASELSAN’s Remote Control Weapon System product family of products. The first MUHAFIZ system, which was manufactured following an international order, was delivered to the customer after naval acceptance test firing was performed from a ship in the Black Sea. The company also developed the SARP Remote Control Weapon System for low and medium-caliber weapons to support the close defense of tactical vehicles and stationery facilities against land and aerial threats. A 12.7 mm machine gun, a 7.62 mm machine gun or a 40 mm grenade launcher can be mounted on the system. ASELSAN continued the production of the SARP system in 2013 to meet the needs of the Turkish Armed Forces and the General Directorate of Security. Besides the deliveries made to the TAF and the General Directorate of Security, the Remote Control Weapon Systems were exported to a total of 6 countries. PENÇE Unmanned Weapon Tower In 2013 ASELSAN completed the laboratory tests for the development of the 25 mm Unmanned Weapon Tower and made it ready for testing on field. FIRTINA T-155 Self-Propelled Howitzer Fire Control System The T-155 K/M FIRTINA Howitzer Fire Control System allows the movement, deployment, fire preparation, fire direction and control processes of the howitzer called “FIRTINA” to be fulfilled with the help of a computer and the digital integration of these processes into other fire support elements. ASELSAN continues the production and delivery of these systems. Multiple Rocket Launcher Fire Control and Weapon Management System Designed for Multiple Rocket Launchers, the Fire Control and Weapon Management System allows the movement, deployment, fire preparation, fire direction and control processes of the multiple rocket launchers to be fulfilled. The system also renders it possible to execute the mission in coordination with other fire support elements. Within the scope of contracts signed for the sale of Fire Control and Weapon Management System to foreign countries, ASELSAN continued the design, production and delivery of these systems in 2013. Air Portable Light Towed Howitzer Fire Control System Within the scope of the Air Portable Light Towed Howitzer Fire Control System Development Project, which is conducted to produce modern, light and air-portable artillery weapons as required by the present combat conditions, ASELSAN has undertaken the development of the Fire Control System. The company completed the design of subsystems and the production of the system’s prototype in 2013 and is currently carrying out the qualification work for the system. Ammunition Transfer System ASELSAN has developed an Ammunition Transfer System for Ammunition Supply Vehicles; this system will be used to further raise the effectiveness of FIRTINA SelfPropelled Howitzers. The Ammunition Transfer System will be used to enable faster loading of ammunition to the Ammunition Supply Vehicles at the ammunition supply points and then to transfer the loaded ammunition to the FIRTINA Howitzer. In 2013 ASELSAN completed the design work for the Ammunition Transfer System, the development and production of which have been undertaken by the company. The first system was delivered to the customer. ASELSAN began its serial production in 2014. 76 ASELSAN Annual Report 2013 Devotion and Expertise Fields of Activity Fields of Activity ASELSAN Annual Report 2013 As Turkey’s Radar and Electronic Warfare Technology Center, ASELSAN will become one of Europe’s largest manufacturers of microwave modules when its new facility enters operation. 77 78 ASELSAN Annual Report 2013 Fields of Activity Radar Systems ASELSAN INCREASES ITS ACTIVITIES TO MEET THE RADAR NEEDS OF THE ARMED FORCES WITH HIGH-TECH SYSTEMS. Ground Surveillance Radar (ACAR) Fields of Activity ASELSAN Annual Report 2013 79 Counter Mortar Radar (SERHAT) Radar Projects Besides meeting the needs of the Turkish Armed Forces for radars in Turkey through original high-tech systems, the company is currently working on the sale of these systems to foreign countries and the expansion of this field of activity, so as to cover professional radar applications. ASELSAN signed 3 new contracts which can be considered as important milestones in the Radar Systems roadmap: the contract for the first phase of the project for the development of the Non-Rotating, Multi-Face, Multifunction, Active Phased Array Radar System that will be used on naval platforms, the contract for the first phase of the project for the development of Synthetic Aperture Radar Payload for the GÖKTÜRK-3 SAR Satellite, and the contract for the development and production of the SERHAT Counter Mortar Radar, which is of tremendous importance in terms of the protection of regions under threat of mortar attack and the prevention of lethal assaults. Moreover, ASELSAN signed a number of contracts for the sale of our radar systems to be used on a variety of platforms and systems. The company also signed sales contracts both in Turkey and internationally for the new generation Ground Surveillance Radar (ACAR), and began the serial production and delivery of the system. Under the programs where contracts had been signed previously, the company pressed ahead with its intensive design, development, production, integration and testing activities in 2013. In this context, the company manufactured the first systems of the Fire Control Radar and the 3D Mobile Search Radar with Electronic Scanning Capability, which are currently under development for Air Defense Systems, and completed the bulk of the testing and qualification processes. The serial production of radars will begin in 2014. In line with these activities, the company carried out various work to adapt the Search Radar to naval platforms. Within the scope of the Coast Surveillance Radar System (CSRS) Project, ASELSAN signed a contract with HAVELSAN, the primary contractor of the project, for the procurement of six SERDAR Coastal Surveillance Radars from ASELSAN. The company also continued its planned activities regarding the SERDAR radar for other projects and placed and commissioned the radars in the projected positions. Within the scope of activities aimed at modernizing the radar systems of GABYA- and BARBAROS-class platforms, ASELSAN completed the integration of 3D Search Radars onto these platforms and also the vessels within the scope of the MILGEM project. The company also carried out the integration of the ALPER Naval LPI Radar onto naval platforms within the scope of the MILGEM project. These radars are manufactured by ASELSAN and undergo challenging sea tests. ASELSAN is also at the verge of completion of its development activities to add the Naval Search Mode and ISAR Mode to the Synthetic Aperture Radar (SAR) System. ASELSAN currently continues its efforts to integrate the radar into the TUSAŞ ANKA UAV platform. The company carried out conceptual design work for the Multifunction Aircraft Radar within the scope of the National Combat Aircraft Development Project. ASELSAN also carried out the production and delivery of the KALKAN Air Defense Early Warning Radar within the scope of the ongoing serial production contract. Microwave Modules ASELSAN completed the pilot production and delivery of 5 units of custom designed frequency downconverter modules, which were developed for Agilent (USA), one of the world’s most deeply rooted companies with a considerable market share in microwave applications. This was the company’s first export activity in the area of microwave modules. 80 ASELSAN Annual Report 2013 Fields of Activity Electronic Warfare Systems ASELSAN STRIVES TO DEVELOP SYSTEMS AND TO INTEGRATE THEM ONTO VARIOUS PLATFORMS IN ORDER TO ENSURE THAT LAND, AIRBORNE AND NAVAL PLATFORMS PROTECT THEMSELVES AGAINST RF AND EO GUIDED THREATS AT THE BATTLEFIELD. Helicopter Electronic Warfare Systems Fields of Activity ASELSAN Annual Report 2013 81 Clean Room Electronic Warfare Self Protection Systems ASELSAN carries out its efforts to satisfy the needs of Turkish Armed Forces’ platforms in the area of Electronic Warfare Self Protection Systems with state of the art systems designed and developed in house. ASELSAN and the Undersecretariat for Defense Industries signed a series of contracts, which can be considered as important milestones along the roadmap of Electronic Warfare Self Protection Systems: • The National Electronic Warfare Suite Project for Yavuz Class Frigates, • New generation Missile Warning System software to be designed and developed by ASELSAN to increase the performance of the Missile Warning System, • Development of SiC-Based GaN Switch Integrated Circuits (GaN-Switch) and GaN-Based RF Power Transistors on SiC Substrate, • Preparation of the Standard Cell Library for the 0.25um SiGeC BiCMOS Technology. Under the programs which were previously launched after the signature of respective contracts, ASELSAN carried out intensive design, development, production, integration and testing activities in order to meet the contractual requirements. In this context, the Simulator Performance Tests were successfully completed following the LRU Qualification, EMI/EMC, Environmental Conditions and Specification Compliance Tests for the qualification of the HEWS Electronic Warfare Self Protection System. ASELSAN conducted ground and flight tests for the first two helicopters, of which the HEWS system was integrated and ASELSAN received the approval for Helicopter Integration and Testing activities. ASELSAN, in cooperation with TUSAŞ (Turkish Aerospace Industries, Inc.), carried out the conceptual design of the Combat Aircraft Self Protection Systems within the scope of the National Combat Aircraft Conceptual Design Project. Under the Attack Helicopter Project (ATAK), ASELSAN continued the delivery of Electronic Warfare SelfProtection Systems to TUSAŞ as defined in the contract. The efforts to develop Interrogator and Transponder RF Units and Antennae for Battlefield Recognition and Identification Systems were continued. The System Level Compliance Tests and the delivery of the SPEWS-II Electronic Warfare Self Protection Systems integrated on the F-16 Aircraft were continued and the serial production of these systems has been started. Within the scope of the MWS-TU Missile Warning System Project and HEWS CMDS/CFD Countermeasure Dispensing System and the Chaff/Flare Decoy Project; ASELSAN continued to perform the deliveries to the customers, carried out development and integration activities for the CMDS Support Center and MKE continued the production of chaff decoys. In the A400M Aircraft Missile Warning System Joint Development Project, ASELSAN completed the design, production, integration and testing activities of the parts of those under the responsibility of ASELSAN and has started their serial production. The flight performance tests within the scope of the MELTEM Maritime Patrol Aircraft Electronic Warfare System Project were completed. The development of Telemetry System RF Units and Antennae to be used in various smart ammunition development projects were completed after successful completion of the testing phase. With respect to the development of Electronic Warfare Pod (EWPOD) and the Dispensable Jammer/Decoy which will be integrated on to F-16 platforms, ASELSAN submitted its proposal consisting unique solutions to TÜBİTAK SAVTAG (Defense and Security R&D). Ongoing discussions were continued to finalize the contractual issues for the Electronic Warfare Self Protection Systems to be supplied for the helicopters under the General Purpose Helicopter Program. ASELSAN continued to produce technical solutions and carried out business development efforts for the Electronic Warfare Self Protection Systems for battle tanks and armored vehicles against missile threats. ASELSAN also carried out business development efforts to supply and install Electronic Warfare Self Protection Systems to air platforms within the scope of a variety of in-country and foreign programs. 82 ASELSAN Annual Report 2013 Fields of Activity Electronic Warfare Systems ASELSAN CARRIES OUT ITS EFFORTS TO DEVELOP SYSTEMS AND TO INTEGRATE THEM INTO VARIOUS PLATFORMS. ASELSAN OFFERS USERS UNIQUE AND INTEGRATED SOLUTIONS BY ENSURING THAT THESE SYSTEMS WORK IN COORDINATION WITH OTHER SYSTEMS ON THE PLATFORM. Microwave Module Fields of Activity ASELSAN Annual Report 2013 83 Submarine Electronic Support System and Antenna Electronic Support and Electronic Attack Systems As Turkey’s Electronic Warfare Technology Center, ASELSAN is increasing its activities in this area. Besides meeting the electronic warfare needs of the Turkish Armed Forces at home through original high-tech systems, the company is currently working on the sale of these systems to foreign countries. ASELSAN signed new contracts with the Undersecretariat for Defense Industries, Prime Ministry, General Directorate of Security, Ministry of Foreign Affairs and Information and Communication Technologies Authority. These contracts can be considered as important milestones in the Electronic Warfare roadmap: • Contract for VHF/UHF Direction Finding and Monitoring Systems, • Contract for Reactive RCIED Jammer Systems, • Contract for Mobile DF Systems, and • Contract for the sale of KİRPİ Portable Jammers and GERGEDAN VehicleType Jammers. Under the programs which were previously launched after the respective contracts were signed, the company carried out intensive design, development, production, and integration and testing activities in 2013. In this context, the company completed the acceptance tests and the delivery of V/UHF Jammer System. The company also completed the factory acceptance tests for the first Electronic Support System and Submarine RWR/GPS Antenna within the scope of the Project of Modernization of Ay Class Submarines. Regarding IED Jammers, the company delivered GERGEDAN Vehicle-Type Jammers. ASELSAN carried out its design, production and integration activities within the scope of projects of; Land Platform Stand-off Radar Electronic Support and Electronic Attack System, New Type Submarine Radar Electronic Support System, Airborne Communication Direction Finding and Monitoring System, Fixed Site HF Direction Finding and Monitoring System and Radar/ Communication jammer subsystems for RAKAS/MUKAS contract. The company continued with its development activities for the a-SMART product family, which is comprised of various receivers, and direction finding, RF/IF and voice recording units. The a-SMART products are used in HF and VHF/UHF frequency bands in Communication Electronic Warfare systems. ASELSAN completed the qualification work for these products, which are currently used by customers as per recently signed contracts. The company carried out business development and pre-design activities for the Airborne Stand-off Jammer System Portable VHF/UHF Direction Finding and Monitoring Systems, the Radar Electronic Support Systems for LSTs, Electronic Warfare Systems for Azerbaijan and various KİRPİ/GERGEDAN IED Jammers solutions for Algerian Ministry of Defense. The company submitted Airborne SOJ System proposal to the Undersecretariat for Defense Industries. Within the scope of its efforts to develop High Power Electromagnetic Wave (HPEM) Systems, the company manufactured portable products and products that can be installed on robot carriers, and exhibited them in national/ international fairs. Within the scope of its efforts to develop Stealth Technologies, the company continued the development of “Radar Absorption Materials” and offered original ASELSAN solutions for the tender called by TÜBİTAK SAVTAG (Defense and Security R&D) for the Project of Development of Composite Radar Absorbing Structures for Air Platforms. Under the SANTEZ programs, ASELSAN maintained its joint efforts with METU for the Active Display System Operating in Millimeter/ Terahertz Wavelengths and with IYTE (Izmir Institute of Technology) for the Highly Sensitive Terahertz Wave Fast Bolometric Detector. The company is undertaking preliminary work with universities to broaden the SANTEZ project. ASELSAN is currently in negotiations to launch serial production of various Land Platform Electronic Warfare Systems, which were previously designed and delivered, aiming to sign the related contracts in 2014. 84 ASELSAN Annual Report 2013 Sustainability Sustainability ASELSAN Annual Report 2013 Sustainability 85 86 Sustainability ASELSAN Annual Report 2013 Ethical Principles and Orientation WE INFORM OUR EMPLOYEES OF OUR ETHICAL PRINCIPLES AS PART OF OUR ORIENTATION PROGRAM. Within the scope of corporate governance, ASELSAN prepared the Ethical Principles and Rules of Conduct Document in order to integrate its joint values and ethical principles into its practices, to create a working environment that complies with the company’s ethical principles, to prevent non-ethical behavior and to raise awareness on this issue. In line with our ethical principles, we aim to prevent any potential conflicts of interest, arrange ASELSAN’s relations with its stakeholders in a neutral manner and from a professional point of view and to ensure that our company fully complies with the rules of all related legislations. ASELSAN’s Ethical Principles, which we have shaped based on such pillars as honesty, integrity and business discipline, create a working environment where all our employees show respect, kindness, sincerity and mutual tolerance to each other and exchange their ideas on an open platform. All ASELSAN employees are conscious of their responsibility to protect our company’s longterm interests while meeting the requirements of our society, the general public, our customers, our employees, shareholders and stakeholders, and our supply chain; to report and prevent unethical behavior and; and to create a working environment marked by accountability and integrity. In this context, we keep all our employees informed of ASELSAN’s Ethical Principles and Rules of Conduct. Moreover, we inform newly hired personnel of our ethical principles as part of our orientation program. ASELSAN employees may obtain information concerning compliance with ethical principles and rules of conduct from the executives of their department and submit information about any behavior which they deem to be in violation of the ethical principles to ASELSAN’s Ethical Principles Board. Our Ethical Principles Board starts evaluating any notifications concerning behavior alleged to be in violation of the ethical principles within one day of notification, and keeps the upper management informed of the topic. Sustainability ASELSAN Annual Report 2013 87 Human Resources ASELSAN’S MOST IMPORTANT ASSET IS ITS INTELLECTUAL KNOWHOW, WHICH HAS BROUGHT THE COMPANY FROM THE PAST TO THE PRESENT, AND WHICH WILL CARRY IT INTO THE FUTURE. Human Resources ASELSAN’s most important asset is its intellectual know-how that has brought the company from the past to the present and which will carry it into the future. We regard the investments we make in our employees and the collaborations we undertake with all of our stakeholders in the development of our human resources as the primary factor that allows us to reach ever higher targets each passing year. We work for those who predict the future from today ASELSAN stands for innovation in Turkish industry, thanks to the business results produced by our employees, which all of our stakeholders are proud of. With an awareness and responsibility of ensuring that ASELSAN an indispensable employer brand for those who had predicted the future from today, we: •• shape our practices in line with the needs of our human resources; •• investigate the priorities of the new generation and all generations to follow; we are preparing for the future with a proactive working approach; •• revise and update our HR information systems so as to ensure that they respond to our employees’ needs at any time; •• evaluate the results of all our HR practices through digital measurement methods and effect necessary improvements at all times; and •• respect global resources and carry out our activities in an environmentally conscious manner. We seek potential ASELSAN employees everywhere We aim to be the most preferred employer not only in the defense industry but among all technology manufacturers. The basis of our recruitment philosophy is to find talented individuals who comply with ASELSAN’s values, wherever they are, and to hire them. Based on such a philosophy and with the awareness of becoming the most preferred Turkish company for engineers, we: •• brought about 100 people to ASELSAN in the last 10 years through the reverse brain drain; •• offer university students (through our candidate engineer program) the opportunity to work at ASELSAN during their student years; •• conduct various efforts abroad to bring in experienced individuals serving at some of the world’s best universities and research centers to our team in order to contribute to the strategic targets of ASELSAN and our country; and •• receive the highest rate of feedback in professional networks and strive to reach potential ASELSAN employees in all platforms. Setting our direction through performance measurements Performance evaluations form the basis of our talent management system, directing all of our practices. We secure the most important input for our employees’ development and career plans through performance system outputs. We offer career opportunities in our subsidiaries in foreign countries to those talented individuals who are ready to benefit from new opportunities. We work in a target-oriented manner and measure the impact of our business results on our corporate performance by means objective criteria. Focusing on the added value we produce With our competitive policy on pay and benefits, which we continuously monitor through wage surveys and update as necessary so that our employees can transfer their potential to their jobs the most effective manner, we: •• consider performance and the added value created; and •• raise employee loyalty and oversee the balance between our employees’ professional and private lives. Continuously improving ourselves •• We consider our contribution to the development of our employees as an investment placed in Turkey’s technological development and in this context, we: •• form an academic infrastructure of technologies that will be developed in line with ASELSAN’s strategic targets by offering postgraduate education opportunities to our employees; •• enable all of our employees to benefit from national and international opportunities in order to contribute to their professional development; and •• offer our employees the opportunity to demonstrate their potential to the maximum extent through development and flexible career opportunities. 88 Sustainability ASELSAN Annual Report 2013 Supply Chain CONTINUOUSLY EXPANDING THE NUMBER OF ITS SUPPLIERS, ASELSAN CURRENTLY HAS A BROAD SUPPLY NETWORK WITH A VAST NUMBER OF VENDORS. By continuously raising the number of its vendors since its establishment, ASELSAN currently has a broad international and local supply network and has reached an impressive number of vendors. ASELSAN is aware that a strong, reliable network of suppliers is of paramount importance in meeting its commitments to its customers and reaching its sustainability goals. There are approximately around 14,000 registered suppliers in ASELSAN’s ERP system, nearly 4,000 of received purchase orders throughout 2013. Half of these registered vendors are of foreign origin stretching across a wide region including the USA, Canada, Australia, Europe and the Far-East. The supplier selection and evaluation procedure demonstrates a degree of variation depending on type of vendor or products. However, one of the main principles is the importance of checking and approving the qualifications of the vendors and products. Supplier selection and evaluation The supplier selection and evaluation procedure is a key process in ASELSAN’s sustainable supply chain. Suppliers are selected by conducting an equitable, transparent and neutral evaluation process. The company’s supplier selection and evaluation system creates a fair and open platform for any supplier intending to conduct business with ASELSAN. The following main issues are checked and measured in the supplier selection process, in accordance with ASELSAN’s supply chain values and/or international standards: •• Technological infrastructure including design, development, manufacture, measurement and test activities, •• Employing qualified personnel, •• Possessing an active and inclusion quality system, •• Possessing a strong, reliable and sustainable financial structure, •• Compliance with ASELSAN’s supply chain policy, •• Compliance with the Environmental Management standards, •• Compliance with the Occupational Health and Safety Management standards, •• Compliance with the labor law, and •• Compliance with ethical standards Furthermore, ASELSAN sustains its design, development and manufacture activities in accordance with a number of national and international Quality Assurance Standards such as ISO, AQAP, Aerospace 9100 and CMMI standards. The assessment of each of the above-mentioned issues during the supplier selection and evaluation procedure is also a necessity in compliance with these standards. Supplier performance The performance of each supplier which is selected and approved of is measured based on the parameters of on-time delivery and the quality of each delivery. A performance score is used to set the audit frequency and determine which companies are successful on an annual basis. Suppliers with a low Sustainability performance score are audited more frequently than suppliers with high performance scores. Successful suppliers are awarded certificates and announced on the ASELSAN website. In interim audits, suppliers are monitored and revaluated for compliance with the aforementioned issues, while suppliers unable to sustain compatibility with ASELSAN’s evaluation criteria are removed from its supply chain. ASELSAN believes the results of the performance evaluation and audit are one of the most important indicators of the sustainability of its supply chain. Support provided to suppliers Most of ASELSAN-approved suppliers are small and mid-sized enterprises (SME) and we are aware of their importance in our national economy. ASELSAN considers these SME suppliers are a key element of its sustainability. ASELSAN Annual Report 2013 We have continued to offer a number of supplier developmental assistance programs to these SME suppliers. Some examples of the assistance programs are listed below: •• Occupational training, especially in electronic production activities (During last five years, over 20,000 hours of training were provided to our suppliers), •• Providing technical support during their new infrastructure investments, •• Sharing some of its special equipment with suppliers, •• Facilitating our suppliers’ access to better financial resources by cooperating with commercial banks. 89 Responsibilities of suppliers ASELSAN publishes its ethical principles and rules of conduct on its corporate website and expects these ethical principles to be adopted and accepted by its suppliers, too. The Company also believes these ethical principles and values are necessary for the sustainable supply chain and it is ready to corporate with its suppliers through these principles. The annual meeting held at ASELSAN’s facilities by the attendance of suppliers’ representatives is an opportunity to introduce ASELSAN to the suppliers and allow them to become familiar with the company they are providing service to. ASELSAN holds discussions with its suppliers to find ways to improve its collaboration while also listening to their opinions. 90 Sustainability ASELSAN Annual Report 2013 Environmental Management, Occupational Health and Safety IN 2012 ASELSAN TOOK PART IN THE CARBON DISCLOSURE PROJECT, WHICH IS REGARDED AS THE WORLD’S MOST COMPREHENSIVE ENVIRONMENTAL INITIATIVE. Integrated Management System (IMS) ASELSAN holds the ISO 14001:2004 Environmental Management System and OHSAS 18001:2007 Occupational Health and Safety. Both management systems operate in integration. ASELSAN holds the two most important internationally recognized standards in the Integrated Management System: OHSAS 18001:2007 Occupational Health and Safety Management System and ISO 14001:2004 Environmental Management System Certificates. Both management systems are implemented integrally. Under IMS, the interim control of the system is ensured through internal inspections conducted in order to observe whether activities such as tests and periodical inspections comply with the pre-determined criteria (statutory legislation, corporate policies and targets and standards). OHSAS 18001:2007 Occupational Health and Safety and ISO 14001:2004 Environmental Management Systems are revised on a regular basis discussions, which include the following issues; the company’s Environmental and OHS policy, its pre-determined objectives and targets, and its management plans set forth for every year, as well as internal and external inspection results, status of corrective/ preventive actions, complaints and recommendations with respect to the environmental and OHSrelated issues, environmental and occupational accidents, assessment of compliance with legal and other conditions, monitoring-measurement results, improvement activities. The reports prepared as a result of the inspections and meetings in connection with regular improvement of the system are submitted to the facility officer and their retention in the facility/activity is properly ensured. Occupational Health and Safety (OHS) As a primary target, ASELSAN works to ensure the health and safety of its employees in a sustainable manner in all of its operations. Any efforts undertaken to this end are subject to the policy laid down by upper management. The purpose of the company’s OHS-related efforts is to minimize risks by eliminating any dangers which could arise for various reasons in the workplace and thus maintain the safety of employees and the working environment. Coordination of Occupational Health and Safety practices at ASELSAN is ensured by the Occupational Health and Safety Board (OHSB). The Board performs annual fire/ earthquake and evacuation drills on a regular basis every year with the aim of ensuring the Company is better prepared for any emergencies that may occur, reviewing emergency measures, ensuring that the staff learns emergency response methods and developing the skills of emergency teams in responding to emergencies. The OHSB ensures that each employee is provided with occupational health and safety training, specifically tailored for their jobs, bi-annually. In 2013, a total of 32,304 hours of OHS training was provided to employees on 24 subjects, including ergonomics, working at heights, physical and chemical risk factors and training on statutory legislation. OHSB performs local measurements (dust, gas, noise, thermal comfort, lighting, etc.) in areas where it deems necessary. Local checks are performed in production areas, repair/renovation/ construction areas, testing areas (both inside and outside ASELSAN), in order to prevent any potential occupational accidents. Root causes of occupational accidents are identified by the Board and necessary measures are taken in this respect. The accidents that have occurred are monitored monthly through the calculation of Accident Frequency Rates and Accident Severity Ratios. Risk Analysis studies in all areas of operation are conducted at ASELSAN, with the participation of the members of the Risk Analysis Team. As a result of risk analysis, the OHSB ensures the appropriate measures are taken depending on the characteristics of the work done and the facility, in compliance with the principle of eliminating hazards at their source, by collaborating with relevant units. Sustainability At the end of each year, the OHSB prepares an annual report assessing operations in the current year and identifying issues to be included in the operating plan for the following year, which is submitted to the upper management. Environmental Management The Environmental Officer currently works to determine the measures to be taken in connection with environmental safety at ASELSAN / Macunköy Facility and evaluating problems arising due to their implementation (of measures). In addition, all work performed regarding environmental issues is evaluated by the members of Environmental Safety Board (ESB), which convenes at least once a year. By closely monitoring the implementation of measures, the ESB ensures environmental sustainability, identifies facilitating suggestions and raises the quality and efficiency of the implementation. ASELSAN ensures that the environmental management activities are carried out in compliance with the relevant legislation. Through regular monitoring of the work carried out, the Environmental Officer checks whether the requirements of the relevant legislation have been met. Both standards and statutory legislation require sorting of each waste material by type, ensuring their temporary storage in accordance with legal storage periods, and the delivery of waste material to licensed waste collection entities authorized by the Ministry of Environmental and Urban Affairs, to prevent the occurrence of environmental problems. In accordance with statutory legislation, defined periodical measurements are carried out by accredited entities. Waste water generated in production activities are channeled to the chemical wastewater treatment plant for treatment and finally discharged into the sewage system after treatment, in compliance with statutory legislation. Waste is divided into several subcategories – domestic waste, packaging waste, non-hazardous scrap, hazardous waste, electronic waste and particular waste (such as depleted tires, medical waste). Relevant disposal methods are followed for each type of waste under the relevant regulations. ASELSAN Annual Report 2013 Used batteries and accumulators, chemical waste, chemical packages, any types of materials contaminated by chemicals, waste oils/lubricants, oily chips, electronic wastes, waste fluorescents and waste filters as generated by the company’s operations are treated as hazardous waste. Mineral waste oils and vegetal waste oils are individually stored and delivered by the Environmental Officer to the licensed collectors. Medical waste generated from the infirmary is collected in sealed in leak proof containers marked “medical waste” and “biological hazard” as defined by the relevant regulations, which are then delivered to the relevant authorities. At ASELSAN, the staff receives annual environmental training. Also, in accordance with statutory legislation, employees receive drills and environmental training to demonstrate the necessary action to be taken in case of a potential chemical leakage or spill, and ensure that the staffs are prepared for all kinds of environmental accidents. Climate Change and Carbon Management The Environmental Safety Board (ESB) ensures the calculation of carbon footprint value of the facility annually in compliance with ISO 14064 standard, providing notifications to national/international initiatives in connection therewith. Within this framework, ASELSAN took part in the Carbon Disclosure Project (CDP) in 2012, which is regarded as the world’s most comprehensive environmental initiative. 91 ASELSAN has succeeded in qualifying for the “Highest” category with the result it has received as a result of inspections. ASELSAN commands a reputation of being the first company to have received the highest initial score among the defense industry companies participating in the CDP poll in Turkey. ASELSAN’s targets regarding carbon are determined by the upper management, subject to strategic goals. Achievements and periodical reviews of the goals are conducted by the ESB. A reduction in carbon emissions is targeted for 2014. ASELSAN pays particular attention to carbon emissions in all of its operations. The Environmental Officer is in charge of the issue of climate change and monitoring emissions. Natural gas, which does not pollute the environment and produces less CO2 than other fossil fuels, is being used within boilers which operate at efficiencies of approximately 93-94%. Measures are implemented aimed at effectively further reducing carbon emissions by installing filters on the chimneys. In addition, efforts are under way to recycle boiler flue heat and find methods of harnessing such energy. Energy consumption is monitored regularly at ASELSAN on a monthly basis. The reason for any decrease or increase in energy consumption is analyzed, with measures being taken to tackle any increases. 92 Abbreviations ASELSAN Annual Report 2013 Abbreviations 3BAR: 3D Surveillance Radar AB-205 Helicopter: A type of helicopter included in the inventory of the Gendarmerie General Command ADC: Analog – Digital Converter ADOP-2000: Artillery Fire Support Automation Project AES-256: Advanced Encryption Standard - 256 AESA: Active Electronically Scanned Array AIFF: Advanced Identification Friend or Foe AİHSFFS: Low Altitude Air Defense Missile Launcher (HİSAR-A) AİHSFS: Low Altitude Air Defense Missile System AKR: Fire Control Radar ALTAY Project: Project for the production of a Tank with National Resources ALTAY: Turkish Main Battle Tank AMDEB: Emergency Intervention and Divers Training Boat AMKB: Avionics Central Control Computer ANKA: Medium Altitude Long Endurance (MALE) Class Unmanned Aerial System ANS-310: Tactical Level Inertial Navigation System ANS-510: Airborne Inertial Navigation System ANS-510K: Land Inertial Navigation System APCO: Association of Public Safety Communications Officials-International A-PTS: License Plate Recognition System ARI: Avionic Modernization of T-38 Aircrafts ARI-1: Rotating Wing Mini Unmanned Aerial System Project ARTEMIS Program: EU’s R&D Program Supporting Projects for Embedded Systems ASELFLIR-300D: Naval Thermal Imaging and Advanced Targeting System ASELFLIR-300T: Thermal Imaging and Advanced Targeting System ASELPOD: Advanced Targeting Pod for Aircrafts ASES: ASELSAN Electronic Warfare System ASIR: Thermal Display System a-SMARD: ASELSAN Surveillance, Monitoring and Radio Direction Finding Family AWS: Anti-Submarine Warfare ATAK: T-129 ATAK Helicopter included in the inventory of the Land Forces Command ATE: Automated Test Equipment ATS-50: Thermal Sight System AVCI: Helmet Integrated and Cueing System Boa: Boa Thermal Weapon Sight C-130: A transport aircraft included in the inventory of the Air Forces Command ÇAFRAD: Multi-Purpose Phased Array Radar CAIC: Communication, Navigation and Identification (CNI) Avionic Interface Controller CATS: Electro-Optical Surveillance and Targeting System Cayro: A type of inertial navigation system CCS: Command Control System CFD: Chaff/Flare Decoy CMDS: Counter Measure Dispensing System Czochralski method: A method for growing semi-conductive crystals DF: Direction Finding DHS-101: Intercommunication System DMR: Digital Mobile Radio DRFM: Digital RF Memory DSH: Anti-Submarine Warfare Dz.K.K.lığı: Turkish Navy EAL4+ (ALC_FLR.2, AVA_VAN.5): An internationally recognized certification for software security, Level: 4+ ED (ES): Electronic Support EH (EW): Electronic Warfare EHDM (EWSC): Electronic Warfare Support Center EHF: Extremely High Frequency EHHAS: Secure Cellular Communication System EHİT: Electronic Warfare, Intelligence and Attack EHKK: Electronic Warfare Self-Protection EHPOD: Electronic Warfare Pod ELT: Emergency Locater Transmitter ENGEREK: Viper Laser Target Designator EO/IR POD: Long-Range Reconnaissance Pod with Visible and Thermal Wavelength EO/IR: Electro-optic/Infrared ERCİYES: Avionic Modernization of C-130 Aircrafts ET (EA): Electronic Attack EUREKA Program: An international cooperation program supporting projects for the development of market-specific products and processes F-16 Block-30: A type of fighter aircraft included in the inventory of the Air Forces Command F-16: A type of fighter aircraft included in the inventory of the Air Forces Command F-35: A type of fighter aircraft planned to be included in the inventory of the Air Forces Command F-4E/2020: A type of fighter aircraft included in the inventory of the Air Forces Command FCS: Fire Control System FIRTINA: Self-Propelled Howitzer FX/TX: Fighter Jet / Trainer Jet GaAs: Gallium Arsenide GaN: Gallium Nitride GES: General Staff Electronic Systems GHz: GigaHertz GÖZ: Eye Thermal Camera GPS: Global Positioning System GS: Gun System GÜNGÖR: Day Vision Camera GZM-03: Multifunction Range Finder Systems HERİKKS: Air Defense Early Warning and Command Control System HEWS: Helicopter Electronic Warfare System HF: High Frequency HGK: Precision Guidance Kit HİBMK.lığı: Air Supply and Maintenance Center Command HİSAR-A/O: Low and Medium Altitude Air Defense Missile Systems -(LALADMIS / MALADMIS) HITL: Hardware in the Loop HIZIR: Surface Ship Torpedo Counter Measure System Hv.K.K.: Air Forces Command Hv.K.K.lığı: Air Forces Command İHA: Unmanned Aerial Vehicle IMAS: Integrated Modular Avionics System INS/GPS: Inertial Navigation System/ Global Positioning System IP: Internet Protocol IR/LLTV: Infrared / Low Light Day Vision Camera IRCM: Infrared Countermeasures İYTE: Izmir Institute of Technology JEMUS: Gendarmerie Integrated Communication and Intelligence System. A radio network that can be used by the Gendarmerie Forces throughout the country Abbreviations JHM: Avionic Modernization of Gendarmerie General Command Helicopters JSF: Joint Strike Fighter K.K.K.: Land Forces Command KAE: Kazakhstan Aselsan Engineering KANAL: Middle East Technical University Quantum Devices and Nanophotonics Research Laboratory KDU-44: Avionic Keyboard Display Unit KESKİNGÖZ: Sharpeye Hand-Held Integrated Electro-Optical System KIAT: Korean Institute for Advancement of Technology KMS: Pedestal Mounted STINGER Air Defense Systems KÖAB: Infrared Viewer Seeker KORSAN: External Display Unit KURYED: Rescue and Towing Ship LCT: Landing Craft Tank LDG: Logistics Support Ship Leopard 2A4: Main Combat Tank (made in Germany) LGK: Laser Guidance Kit LİAS: Laser Warning Receiver System LMM: Lightweight Multi-Role Missile LM Star: Lockheed Martin Automated Test Equipment LPD: Landing Platform Dock LPI: Low Probability of Intercept LST: Landing Ship Tank LTCC: Low Temperature Co-fired Ceramics LWR: Laser Warning Receiver M.S.B.: Ministry of National Defense MALE: Medium Altitude Long Endurance MAR: Mobil Search Radar Marie Curie Funds: R&D funds for researchers within the scope of EU’s 7th Framework Programme MEMS: Micro Electro Mechanical Systems MFD: Multi Functional Display MHz: MegaHertz Mi-17 Helicopter: A type of helicopter included in the Gendarmerie General Command Mikrobolometre: Non-Cooling Infrared Detector MİLGEM: Turkish Corvette Program (MİLGEM) MİLKAR: National Jammer Project MİLKED: National Position Finding Electronic Support System MİLSİS: National Signal Intelligence System MİUS(MUFS): Mini Unmanned Flying Systems MK-82: 500 Pound General Purpose Bomb MK-84: 2,000 Pound General Purpose Bomb ASELSAN Annual Report 2013 MMIC: Microwave Monolithic Integrated Circuit MMR: Multi-Mode Receiver MOSHIP: Submarine Rescue Mother Ship MUHAFIZ: 30 mm Stabilized Artillery System MUKAS: Combat Jamming and Deception Simulator MWS: Missile Warning System NATO NINE: Next Generation IP Encryption Standard for NATO NRTC: National Radio & Telecommunication Corporation ODTÜ: Middle East Technical University OİHSFS: Medium Altitude Air Defense Missile System (HİSAR-O) Öz.K.K.: Special Forces Command Peace Onyx-III: F-16 Modernization Program Peace Onyx-IV: F-16 Procurement Program Piton: Piton Thermal Weapon Sight QoS: Quality of Service QWIP: InP (Indium Phosphate) Based Quantum Well Infrared Photodetectors (QWIP) RAKAS: Radar Jamming and Deception Simulator RECONSURVE: “Reconfigurable Surveillance System with Communicating Smart Sensors” EUREKA-TÜBİTAK 1509 Project R&D: Research and Development RF: Radio Frequency RFJ: RF Jammer RFKS: RF Jammer System RİAS: Radar Warning Receiver System RWR: Radar Warning Receiver S-70 Sikorsky Helicopters: A type of helicopter included in the inventory of the Gendarmerie General Command SAGE: Defense Industries Research and Development Institute Şahingözü OD: Electro-optic Sensor System (Medium Wave) SAHMUS: Coast Guard Communication System SANTEZ: Industrial Thesis Program SAR GMTI POD: Reconnaissance Pod with Synthetic Aperture Radar (SAR) SAR: Synthetic Aperture Radar SAR33: A boat class included among Floating Platform in the inventory of the Coast Guard Command SAR35: A boat class included among Floating Platform in the inventory of the Coast Guard Command SAR80: A boat class included among Floating Platform in the inventory of the Coast Guard Command SAVTAG: Defense and Security R&D SCPU: Suite Central Processing Unit Seaguard-TMK: Fire Control Radar SGK: Coast Guard Command 93 SGRS: Coastal Surveillance Radar System SGSB: Serhet Ship Class Boat SiGe: Silicon Germanium SOJ: Stand-Off Jammer SPEWS: Self Protection Electronic Warfare System SSM: Undersecretariat for Defense Industries Stabilize Pan&Tilt: Stabilized Pan & Tilt Unit STAMP: Stabilized Machine Gun System STAMP-G: A STAMP version on which the 12.7 mm GAU-19/A Gatling Gun can be mounted STOP: 25 mm Stabilized Artillery System TAF: Turkish Armed Forces T.S.K.: Turkish Armed Forces T-38: A training aircraft included in the inventory of Air Forces Command TASMUS: Tactical Area Communication System TED: Tunnel Endpoint Discovery Protocol. A routing protocol for secure IP devices TİHA: Indigeneous/Unique Turkish Unmanned Aerial Vehicle TIPS: Time Performance Improvement with Parallel Processing Systems TKKMBS: Tank Command Control Combat and Information System TSK: Turkish Armed Forces TÜBİTAK: Scientific and Technological Research Council of Turkey TUSAŞ: Turkish Aerospace Industries, Inc. TWTA: Traveling Wave Tube Amplifier TYS: TEM Gebze - Izmit Western Highway Smart Traffic Management System UHF: Ultra High Frequency VATOZ: Naval Task Management Software VHF: Very High Frequency VMFD-68: Avionic Multifunction Display VYB-4CF: Data Load Unit YSAT: New Type SAT Boat YTKB: New Type Patrol Boat YUNUS Project: Aksaz and Foça Surface and Underwater Surveillance and Identification System Project 94 ASELSAN Annual Report 2013 Financial Information Financial Information ASELSAN Annual Report 2013 95 Financial Information •Consolidated Balance Sheet •Consolidated Income Statement •Consolidated Statement of Changes In Equity •Consolidated Statement of Cash Flow AVCI Helmet Integrated Cueing System 96 Financial Information ASELSAN Annual Report 2013 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Balance Sheet as of 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Current Period Audited 31 December 2013 Restated Prior Period Audited 31 December 2012 32 2,049,564,480 103,683,817 1,943,880,942 352,533,570 4-5 5 145,157,039 611,089,356 66,211,121 458,157,043 4-6 6 7 8 16 32,771,269 48,741,727 645,849,543 277,369,147 184,902,582 18,730,633 23,977,284 584,822,894 264,844,810 174,603,587 28 1,958,410,870 12,724,210 1,380,333,829 12,017,562 4-5 5 26,392,887 312,343,820 27,635,470 219,481,930 4-6 6 9 10 8 26 16 197,085 741,988,200 372,807,645 274,439,651 212,862,628 4,654,744 176,799 412,092,736 297,687,497 276,113,226 132,604,753 2,523,856 4,007,975,350 3,324,214,771 Note References ASSETS CURRENT ASSETS Cash and Cash Equivalents Trade Receivables Trade Receivables from Related Parties Trade Receivables from Third Parties Other Receivables Other Receivables from Related Parties Other Receivables from Third Parties Inventory Prepaid Expenses Other Current Assets NON-CURRENT ASSETS Financial Investments Trade Receivables Trade Receivables from Related Parties Trade Receivables from Third Parties Other Receivables Other Receivables from Related Parties Other Receivables from Third Parties Fixed Assets Intangible Assets Prepaid Expenses Deferred Tax Assets Other Non-Current Assets TOTAL ASSETS (*) Effects of restatement are explained in Note 2.1, Comparative Information and Restatement of Prior Period Financial statements. (*) Financial Information ASELSAN Annual Report 2013 97 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Balance Sheet as of 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Current Period Audited 31 December 2013 Restated Prior Period Audited 31 December 2012 28 28 936,244,985 157,226,761 22,832,818 776,838,100 210,788,558 658,118 4-5 5 15 16,265,805 377,182,297 19,226,599 48,991,710 246,600,350 16,085,066 4-6 6 11 8 26 30,320 418,061 11,280,034 214,035,003 480,904 180,202 826,832 7,433,936 145,743,263 304,275 15 13 16 25,395,640 88,973,470 2,897,273 18,656,924 76,764,254 3,804,612 28 1,459,244,914 173,227,412 1,281,281,080 114,017,502 4-5 5 12,163,376 1,639,370 9,375,383 4-6 6 11 8 30,518 1,878,514 1,162,027,069 20,326 785,936 1,041,969,070 15 13 107,067,815 2,850,210 104,434,432 9,039,061 17 17 1,612,485,451 1,611,967,650 500,000,000 98,620,780 1,266,095,591 1,265,551,399 500,000,000 98,620,780 (3,866,000) 177,532,454 69,677,755 531,921,172 238,081,489 (13,175,916) 52,071,680 321,656,271 306,378,584 517,801 544,192 4,007,975,350 3,324,214,771 Note References (*) LIABILITIES CURRENT LIABILITIES Short-term Financial Liabilities Short-term Portion of Long-term Financial Liabilities Trade Payables Trade Payables to Related Parties Trade Payables to Third Parties Employee Benefit Obligations Other Liabilities Other Liabilities to Related Parties Other Liabilities to Third Parties Government Grants and Incentives Deferred Income Corporate Tax Liability Short-term Provisions Short-term Provisions for Employee Benefits Other Short-Term Provisions Other Current Liabilities NON-CURRENT LIABILITIES Long-term Financial Liabilities Trade Payables Trade Payables to Related Parties Trade Payables to Third Parties Long-Term Payables Other Payables to Related Parties Other Payables to Third Parties Government Grants and Incentives Deferred Income Long-term Provisions Long-term Provisions for Employee Benefits Other Long-Term Provisions EQUITY EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT Share Capital Share Capital Adjustments Other Comprehensive Income / Expense not to be Reclassified to Profit or Loss Remeasurement Income/Loss from Defined Benefit Plans Fixed Assets Revaluation Reserves Restricted Profit Reserves Retained Earnings Net Profit for the Period NON-CONTROLLING INTERESTS TOTAL LIABILITIES AND EQUITY (*) 25 17 Effects of restatement are explained in Note 2.1, Comparative Information and Restatement of Prior Period Financial statements. 98 Financial Information ASELSAN Annual Report 2013 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Income Statement as of 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Note References Current Period Audited 31 December 2013 Restated Prior Period Audited 31 December 2012 2,171,425,296 (1,612,641,153) 1,632,896,367 (1,234,584,808) 558,784,143 398,311,559 (103,256,327) (38,427,719) (63,852,597) 317,096,874 (495,310,890) (95,892,522) (38,222,739) (63,894,076) 305,727,251 (243,601,642) 175,033,484 262,427,831 10,369,803 3,765,258 185,403,287 266,193,089 6,536,436 (44,595,198) 14,228,072 (10,229,772) 147,344,525 270,191,389 91,202,409 36,725,467 (735,616) 91,938,025 (656,430) 37,381,897 238,546,934 306,916,856 465,445 238,081,489 538,272 306,378,584 238,546,934 306,916,856 0.48 0.61 (*) PROFIT OR LOSS Sales Revenue Cost of Sales (-) 18 18 GROSS PROFIT General Administrative Expenses (-) Marketing Expenses (-) Research and Development Expenses (-) Other Operating Income Other Operating Expenses (-) 20 20 20 21 21 OPERATING PROFIT Income from Investing Activities 22 OPERATING PROFIT BEFORE FINANCIAL EXPENSE Financial Income Financial Expense (-) 23 24 PROFIT BEFORE TAX FROM CONTINUING OPERATIONS Tax Income / (Expense) from Continuing Operations - Current Corporate Tax Expense - Deferred Tax Income/(Expense) 26 26 PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS Distribution of Profit for the Period Non-Controlling Interest Parent Company Earnings per 100 Shares (*) 27 Effects of restatement are explained in Note 2.1, Comparative Information and Restatement of Prior Period Financial statements. Financial Information ASELSAN Annual Report 2013 99 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Income Statement as of 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Current Period Audited 31 December 2013 Restated Prior Period Audited 31 December 2012 238,546,934 306,916,856 187,010,667 187,053,422 11,637,395 (11,680,150) (13,175,916) (16,469,895) 3,293,979 OTHER COMPREHENSIVE INCOME 187,010,667 (13,175,916) TOTAL COMPREHENSIVE INCOME 425,557,601 293,740,940 633,742 424,923,859 538,272 293,202,668 425,557,601 293,740,940 Note References PROFIT FOR THE PERIOD OTHER COMPREHENSIVE INCOME Items not to be Reclassified in Profit/Loss Fixed Asset Revaluation Increases Remeasurement Income/Loss from Defined Benefit Plans Deferred Tax Expense 25 26 (*) Distribution of Total Comprehensive Income Non-Controlling Interests Parent Company (*) Effects of restatement are explained in Note 2.4, TAS 19 Emplayment Benefits. 100 Financial Information ASELSAN Annual Report 2013 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Statement of Changes in Equity For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Other Comprehensive Income / Expense not to be Reclassified to Profit or Loss Share Share Capital Capital Adjustments Accumulated Profit Remeasurement Remeasurement Income/ Income/Loss Loss from from Defined Revaluation of Benefit Plans Fixed Assets Balance as of 1 January 2012 (Period Beginning) 235,224,000 132,773,042 - - Transfers 264,776,000 (34,152,262) - - Restricted Profit Reserves Retained Earnings 42,731,216 447,322,067 Net Profit for the Period 160,755,145 1,018,805,470 9,340,464 (125,665,796) (114,298,406) Total Comprehensive Income - - - - - - Dividends Equity NonAttributable Controlling to Parent Interests Company Total 10,920 1,018,816,390 - - - 293,202,668 293,202,668 538,272 293,740,940 (46,456,739) (46,456,739) (5,000) (46,461,739) - - - - - - Balance as of 31 December 2012 (Period End) 500,000,000 98,620,780 - - 52,071,680 321,656,271 293,202,668 1,265,551,399 544,192 1,266,095,591 Balance as of 1 January 2013 (previously reported) 500,000,000 98,620,780 - - 52,071,680 321,656,271 293,202,668 1,265,551,399 544,192 1,266,095,591 - - - (13,175,916) - - 500,000,000 98,620,780 - (13,175,916) 52,071,680 321,656,271 Transfers - - - - 17,595,111 210,283,473 (227,878,584) Total Comprehensive Income - - 177,532,454 9,309,916 - - Dividends - - - - - Transactions with Non-Controlling Interests - - - - 500,000,000 98,620,780 177,532,454 (3,866,000) Effect of Change in TAS 19 (Note:2.1 and 2.4) Balance as of 1 January 2013 (Restated) Balance as of 31 December 2013 (Period End) 13,175,916 - 306,378,584 1,265,551,399 - - 544,192 1,266,095,591 - - - 238,081,489 424,923,859 633,742 425,557,601 (2,500) (78,500,000) (78,502,500) - (78,502,500) 10,964 (16,072) - (5,108) (660,133) (665,241) 69,677,755 531,921,172 238,081,489 1,611,967,650 517,801 1,612,485,451 Financial Information ASELSAN Annual Report 2013 101 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Statement of Cash Flow as of 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Note References CASH FLOWS FROM OPERATING ACTIVITIES Current Period Audited 1 January-31 December 2013 Restated Prior Period Audited 1 January-31 December 2013 (*) 119,119,644 306,131,978 Net Profit for the Period 238,546,934 306,916,856 ADJUSTMENTS TO RECONCILE PROFIT FOR THE PERIOD 36,956,083 46,728,148 82,553,064 12,669,413 26,760,530 236,057 14,701,052 (8,688,682) (400,995) (146,730) 408,990 (7,317,219) 7,875,925 9,876,890 (91,202,409) (10,369,803) 68,283,872 6,618,207 24,010,182 (70,887) 4,584,147 (348,152) (216,020) 2,945,538 (5,957,884) (12,883,616) 3,352,490 (3,639,168) (36,725,467) (3,225,094) (149,864,490) (52,353,314) (60,879,919) (322,590,805) (38,825,365) (10,850,762) (8,565,564) (2,130,888) 99,004,665 (548,461) 3,141,533 4,938,676 188,349,739 (907,339) (35,853,273) (309,927,120) (23,101,780) (106,030,847) (42,295,046) (470,955) 112,571,603 (2,083,208) (1,750,610) 2,057,434 353,466,758 1,063,730 125,638,527 301,291,690 - Adjustments Related to Depreciation and Amortization Expenses - Adjustments Related to Research and Development Expenses - Provision for Employee Benefits - Impairment Loss Recognized/(Reversed) on Trade Receivables - Net - Guarantee Expense Provision Recognized/(Reversed) - Net - Delay Penalties and Fines Provision Recognized/(Reversed) - Net - Provision for Pending Claims and Lawsuits - Net - Impairment Provision for Inventory - Net - Other Provisions - Adjustments Related to Interest Income - Adjustments Related to Interest Expense - Foreign Exchange Differences Related to Financial Borrowings - Net - Adjustments Related to Tax Expense/Income - Income from Investing Activities 9-10 10 5 13 13 13 7 21 24 26 22 MOVEMENTS IN WORKING CAPITAL - Adjustments for Increase/Decrease in Inventory - Adjustments for Increase/Decrease in Trade Receivables - Adjustments for Increase/Decrease in Other Receivables - Prepaid Expenses - Other Current Assets - Other Non-Current Assets - Adjustments for Increase/Decrease in Trade Payables - Adjustments for Increase/Decrease in Other Payables - Employee Benefit Obligations - Government Grants and Incentives - Deferred Income - Other Liabilities NET CASH PROVIDED BY OPERATIONS 15 11 102 Financial Information ASELSAN Annual Report 2013 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Statement of Cash Flows For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Note References Interest Paid Interest Received Tax Payments/Refunds Employee Termination Benefits Paid Cash Flows from Investing Activities Proceeds from Disposal of Fixed Assets Payments for Fixed Assets Payments for Intangible Assets - Net Change in Financial Investments Dividends Received Cash Flows from Financing Activities Proceeds from Borrowings Repayments of Borrowings Repayments of Obligations Under Finance Leases Dividend Payments 15 9 10 17 NET CHANGE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 32 Current Period Audited 1 January-31 December 2013 Restated Prior Period Audited 1 January31 December 2013 (4,649,858) 4,440,998 (558,987) (5,751,036) (287,103,946) 222,194 (172,368,006) (123,956,048) (1,371,889) 10,369,803 (80,865,451) 612,218,353 (614,542,147) (39,157) (78,502,500) (2,663,899) 12,883,616 (459,577) (4,919,852) (259,998,152) 4,278,979 (107,992,826) (159,243,152) (266,247) 3,225,094 143,055,285 418,425,854 (229,254,903) 346,073 (46,461,739) (248,849,753) 189,189,111 352,533,570 163,344,459 103,683,817 352,533,570 (*) Effects of restatement are explained in Note 2, comparative information and restatement of prior period financial statements. (*) Directory www.aselsan.com.tr P.O. Box 1, Yenimahalle, 06172 Ankara - TURKEY Macunköy Facilities Mehmet Akif Ersoy Mahallesi 296. Cadde No: 16, 06370 Yenimahalle-Ankara, TURKEY Phone: +90 (312) 592 10 00 Fax : +90 (312) 354 13 02 +90 (312) 354 26 69 Akyurt Facilities P.K. 30 Etlik, 06011, Ankara, TURKEY Phone: +90 (312) 847 53 00 Fax : +90 (312) 847 53 20 [email protected] Marketing [email protected] Human Resources [email protected] ASELSAN Encrypted Mobile Phone 104 ASELSAN Annual Report 2013 Sustainability Printed Material P.O. Box 1, Yenimahalle, 06172 ANKARA - TURKEY Phone: +90 592 10 00 Fax: +90 (312) 354 13 02 - 354 26 69 www.aselsan.com.tr / E-Mail: [email protected] ASELSAN is a company of the Turkish Armed Forces Foundation. 2013 Financial Information Prepared as per CMB Serial II, No:14.1 •Consolidated Statement of Financial Position •Consolidated Statement of Profit or Loss •Consolidated Statement of Other Comprehensive Income •Consolidated Statement of Changes In Equity •Consolidated Statement of Cash Flows •Notes For The Consolidated Financial Statements •Independent Auditor’s Report •Annual Report of the Board of Directors •Statement of Responsibility ASELSAN A.Ş. Board of Directors Assessment Report Regarding Committee Activities in 2013 Committee Work Directives •Audit Committee Work Directives •Risk Management Committee Work Directives •Corporate Governance Committee Work Directives Profit Distribution Proposal ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Mehmet Akif Ersoy Mahallesi 296. Cadde No. 16 06370 Yenimahalle/Ankara ASELSAN_FR13ENG_01-136.indd 1 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 2 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Statement of Financial Position as of 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Note References ASSETS Current Assets Cash and Cash Equivalents Trade Receivables Trade Receivables from Related Parties Trade Receivables from Third Parties Other Receivables Other Receivables from Related Parties Other Receivables from Third Parties Inventory Prepaid Expenses Other Current Assets Non-Current Assets Financial Investments Trade Receivables Trade Receivables from Related Parties Trade Receivables from Third Parties Other Receivables Other Receivables from Related Parties Other Receivables from Third Parties Fixed Assets Intangible Assets Prepaid Expenses Deferred Tax Assets Other Non-Current Assets TOTAL ASSETS (*) 32 4-5 5 4-6 6 7 8 16 28 4-5 5 4-6 6 9 10 8 26 16 Current Period Audited 31 December 2013 2.049.564.480 103.683.817 145.157.039 611.089.356 32.771.269 48.741.727 645.849.543 277.369.147 184.902.582 1.958.410.870 12.724.210 26.392.887 312.343.820 -- 197.085 741.988.200 372.807.645 274.439.651 212.862.628 4.654.744 4.007.975.350 Restated Prior Period Audited 31 December 2012 (*) 1.943.880.942 352.533.570 66.211.121 458.157.043 18.730.633 23.977.284 584.822.894 264.844.810 174.603.587 1.380.333.829 12.017.562 27.635.470 219.481.930 -176.799 412.092.736 297.687.497 276.113.226 132.604.753 2.523.856 3.324.214.771 Effects of restatement are explained in Note 2.1, Comparative Information and Restatement of Prior Period Financial statements. ASELSAN_FR13ENG_01-136.indd 2 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 3 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Statement of Financial Position as of 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Note References LIABILITIES Current Liabilities Short-term Financial Liabilities Short-term Portion of Long-term Financial Liabilities Trade Payables Trade Payables to Related Parties Trade Payables to Third Parties Employee Benefit Obligations Other Liabilities Other Liabilities to Related Parties Other Liabilities to Third Parties Government Grants and Incentives Deferred Income Corporate Tax Liability Short-term Provisions Short-term Provisions for Employee Benefits Other Short-Term Provisions Other Current Liabilities EQUITY Equity attributable to equity holders of the parent Share Capital Share Capital Adjustments Other Comprehensive Income / Expense not to be Reclassified to Profit or Loss Remeasurement Income/Loss from Defined Benefit Plans Fixed Assets Revaluation Reserves Restricted Profit Reserves Retained Earnings Net Profit for the Period Non-Controlling Interests TOTAL LIABILITIES AND EQUITY (*) 28 936.244.985 157.226.761 776.838.100 210.788.558 28 4-5 5 15 4-6 6 11 8 26 22.832.818 16.265.805 377.182.297 19.226.599 30.320 418.061 11.280.034 214.035.003 480.904 658.118 48.991.710 246.600.350 16.085.066 180.202 826.832 7.433.936 145.743.263 304.275 15 13 16 25.395.640 88.973.470 2.897.273 1.459.244.914 173.227.412 -12.163.376 -30.518 1.878.514 1.162.027.069 107.067.815 2.850.210 1.612.485.451 18.656.924 76.764.254 3.804.612 1.281.281.080 114.017.502 1.639.370 9.375.383 -20.326 785.936 1.041.969.070 104.434.432 9.039.061 1.266.095.591 28 4-5 5 4-6 6 11 8 15 13 Non-Current Liabilities Long-term Financial Liabilities Trade Payables Trade Payables to Related Parties Trade Payables to Third Parties Long-Term Payables Other Payables to Related Parties Other Payables to Third Parties Government Grants and Incentives Deferred Income Long-term Provisions Long-term Provisions for Employee Benefits Other Long-Term Provisions 17 17 25 17 (*) Restated Prior Period Audited 31 December 2012 Current Period Audited 31 December 2013 1.611.967.650 500.000.000 98.620.780 1.265.551.399 500.000.000 98.620.780 (3.866.000) 177.532.454 69.677.755 531.921.172 238.081.489 517.801 4.007.975.350 (13.175.916) -52.071.680 321.656.271 306.378.584 544.192 3.324.214.771 Effects of restatement are explained in Note 2.1, Comparative Information and Restatement of Prior Period Financial statements. ASELSAN_FR13ENG_01-136.indd 3 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 4 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Statement of Profit or Loss For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) PROFIT OR LOSS Sales Revenue Cost of Sales (-) Note References 18 18 GROSS PROFIT General Administrative Expenses (-) Marketing Expenses (-) Research and Development Expenses (-) Other Operating Income Other Operating Expenses (-) 20 20 20 21 21 OPERATING PROFIT Current Period Audited 31 December 2013 2.171.425.296 (1.612.641.153) (*) Restated Prior Period Audited 31 December 2012 1.632.896.367 (1.234.584.808) 558.784.143 398.311.559 (103.256.327) (38.427.719) (63.852.597) 317.096.874 (495.310.890) (95.892.522) (38.222.739) (63.894.076) 305.727.251 (243.601.642) 175.033.484 262.427.831 Income from Investing Activities 22 10.369.803 3.765.258 OPERATING PROFIT BEFORE FINANCIAL EXPENSE Financial Income Financial Expense (-) 23 24 185.403.287 6.536.436 (44.595.198) 266.193.089 14.228.072 (10.229.772) PROFIT BEFORE TAX FROM CONTINUING OPERATIONS 147.344.525 270.191.389 26 26 91.202.409 (735.616) 91.938.025 36.725.467 (656.430) 37.381.897 238.546.934 306.916.856 465.445 238.081.489 238.546.934 0,48 538.272 306.378.584 306.916.856 0,61 Tax Income / (Expense) from Continuing Operations - Current Corporate Tax Expense - Deferred Tax Income/(Expense) PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS Distribution of Profit for the Period: Non-Controlling Interest Parent Company Earnings per 100 Shares (*) 27 Effects of restatement are explained in Note 2.1, Comparative Information and Restatement of Prior Period Financial statements. ASELSAN_FR13ENG_01-136.indd 4 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 5 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Statement of Other Comprehensive Income For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) PROFIT FOR THE PERIOD OTHER COMPREHENSIVE INCOME Current Period Audited 31 December 2013 238.546.934 Note References (*) Restated Prior Period Audited 31 December 2012 306.916.856 Items not to be Reclassified in Profit/ Loss Fixed Asset Revaluation Increases Remeasurement Income/Loss from Defined Benefit Plans Deferred Tax Expense 25 187.010.667 187.053.422 (13.175.916) -- 26 11.637.395 (11.680.150) (16.469.895) 3.293.979 OTHER COMPREHENSIVE INCOME 187.010.667 (13.175.916) TOTAL COMPREHENSIVE INCOME 425.557.601 293.740.940 Distribution of Total Comprehensive Income: Non-Controlling Interests Parent Company (*) 633.742 424.923.859 538.272 293.202.668 425.557.601 293.740.940 Effects of restatement are explained in Note 2.4, TAS 19 Emplayment Benefits. ASELSAN_FR13ENG_01-136.indd 5 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 6 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Statement of Changes in Equity For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Other Comprehensive Income / Expense not to be Reclassified to Profit or Loss Share Capital Share Capital Adjustments Remeasurement Income/Loss from Revaluation of Fixed Assets Accumulated Profit Remeasurement Income/Loss from Defined Benefit Plans Restricted Profit Reserves Retained Earnings Balance as of 1 January 2012 (Period Beginning) 235.224.000 132.773.042 -- -- 42.731.216 447.322.067 Transfers 264.776.000 (34.152.262) -- -- 9.340.464 (125.665.796) Net Profit for the Period Equity Attributable to Parent Company 160.755.145 1.018.805.470 (114.298.406) NonControlling Interests Total 10.920 1.018.816.390 -- -- -- Total Comprehensive Income -- -- -- -- -- -- 293.202.668 293.202.668 538.272 293.740.940 Dividends -- -- -- -- -- -- (46.456.739) (46.456.739) (5.000) (46.461.739) Balance as of 31 December 2012 (Period End) 500.000.000 98.620.780 -- -- 52.071.680 321.656.271 293.202.668 1.265.551.399 544.192 1.266.095.591 Balance as of 1 January 2013 (previously reported) 500.000.000 98.620.780 52.071.680 321.656.271 293.202.668 1.265.551.399 544.192 1.266.095.591 -- -- -- (13.175.916) -- -- 500.000.000 98.620.780 -- (13.175.916) 52.071.680 321.656.271 -- -- -- -- 17.595.111 210.283.473 (227.878.584) Effect of Change in TAS 19 (Note:2.1 and 2.4) Balance as of 1 January 2013 (Restated) Transfers 13.175.916 306.378.584 1.265.551.399 -- 544.192 1.266.095.591 -- 238.081.489 424.923.859 633.742 425.557.601 (78.500.000) (78.502.500) -- (78.502.500) (5.108) (660.133) (665.241) -- -- 177.532.454 9.309.916 -- Dividends -- -- -- -- -- (2.500) Transactions with Non-Controlling Interests -- -- -- -- 10.964 (16.072) -- 500.000.000 98.620.780 177.532.454 (3.866.000) 69.677.755 531.921.172 ASELSAN_FR13ENG_01-136.indd 6 -- -- Total Comprehensive Income Balance as of 31 December 2013 (Period End) -- 238.081.489 1.611.967.650 -- 517.801 1.612.485.451 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 7 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Statement of Cash Flows For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Current Period Audited 1 January-31 December 2013 119.119.644 238.546.934 Restated Prior Period Audited 1 January-31 December 2013 306.131.978 306.916.856 36.956.083 46.728.148 9-10 82.553.064 68.283.872 10 12.669.413 26.760.530 6.618.207 24.010.182 5 236.057 (70.887) 13 14.701.052 4.584.147 13 (8.688.682) (348.152) 13 (400.995) (216.020) 7 21 (146.730) 408.990 (7.317.219) 2.945.538 (5.957.884) (12.883.616) 24 7.875.925 3.352.490 9.876.890 (3.639.168) 26 22 (91.202.409) (10.369.803) (149.864.490) (36.725.467) (3.225.094) (52.353.314) (60.879.919) (35.853.273) (322.590.805) (309.927.120) (38.825.365) (10.850.762) (8.565.564) (2.130.888) (23.101.780) (106.030.847) (42.295.046) (470.955) 99.004.665 112.571.603 15 11 (548.461) 3.141.533 4.938.676 188.349.739 (907.339) 125.638.527 (2.083.208) (1.750.610) 2.057.434 353.466.758 1.063.730 301.291.690 Note References Cash Flows from Operating Activities Net Profit for the Period Adjustments to Reconcile Profit for the Period - Adjustments Related to Depreciation and Amortization Expenses - Adjustments Related to Research and Development Expenses - Provision for Employee Benefits - Impairment Loss Recognized/ (Reversed) on Trade Receivables - Net - Guarantee Expense Provision Recognized/(Reversed) - Net - Delay Penalties and Fines Provision Recognized/(Reversed) - Net - Provision for Pending Claims and Lawsuits - Net - Impairment Provision for Inventory Net - Other Provisions - Adjustments Related to Interest Income - Adjustments Related to Interest Expense - Foreign Exchange Differences Related to Financial Borrowings - Net - Adjustments Related to Tax Expense/ Income - Income from Investing Activities Movements in Working Capital - Adjustments for Increase/Decrease in Inventory - Adjustments for Increase/Decrease in Trade Receivables - Adjustments for Increase/Decrease in Other Receivables - Prepaid Expenses - Other Current Assets - Other Non-Current Assets - Adjustments for Increase/Decrease in Trade Payables - Adjustments for Increase/Decrease in Other Payables - Employee Benefit Obligations - Government Grants and Incentives - Deferred Income - Other Liabilities Net Cash Provided By Operations ASELSAN_FR13ENG_01-136.indd 7 (*) 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 8 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audited Consolidated Statement of Cash Flows For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Current Period Audited 1 January-31 December 2013 Restated Prior Period Audited 1 January-31 December 2013 15 9 10 (4.649.858) 4.440.998 (558.987) (5.751.036) (287.103.946) 222.194 (172.368.006) (123.956.048) (1.371.889) 10.369.803 (80.865.451) 612.218.353 (614.542.147) (2.663.899) 12.883.616 (459.577) (4.919.852) (259.998.152) 4.278.979 (107.992.826) (159.243.152) (266.247) 3.225.094 143.055.285 418.425.854 (229.254.903) 17 (39.157) (78.502.500) 346.073 (46.461.739) (248.849.753) 189.189.111 352.533.570 163.344.459 32 103.683.817 352.533.570 Note References Interest Paid Interest Received Tax Payments/Refunds Employee Termination Benefits Paid Cash Flows from Investing Activities Proceeds from Disposal of Fixed Assets Payments for Fixed Assets Payments for Intangible Assets - Net Change in Financial Investments Dividends Received Cash Flows from Financing Activities Proceeds from Borrowings Repayments of Borrowings Repayments of Obligations Under Finance Leases Dividend Payments NET CHANGE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (*) (*) Effects of restatement are explained in Note 2, comparative information and restatement of prior period financial statements. ASELSAN_FR13ENG_01-136.indd 8 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 9 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 1. ORGANIZATION AND OPERATIONS OF THE GROUP Aselsan Elektronik Sanayi ve Ticaret A.Ş. (the Company) was established in order to engage principally in research, development, engineering, production, tests, assembly, integration and sales, after sales support, consultancy and trading activities, to provide and conduct all sorts of activities for project preparation, engineering, consultancy, service providing, training, contracting, construction, publishing, trading, operation and internet services regarding various software, equipment, system, tools, material and platforms in the fields of electrical, electronics, microwave, electrooptics, guidance, computer, data processing, encryption, security, mechanics, chemistry and related subjects within the army, navy, air force and aerospace applications to all institutions, organizations, companies and individual consumers. The Company was established at the end of 1975 as a corporation by Turkish Land Forces Foundation. The Company commenced its production activities in Macunköy facilities in early 1979. The Company has been organized in four main divisions: The Communication and Information Technologies Division (HBT), Radar, Electronic Warfare and Intelligence Systems (REHİS), Defense Systems Technologies (SST) and Microelectronics, Guidance & Electro-Optics Division (MGEO) based on the investment and production requirements of projects carried out. The Company carries out its manufacturing and engineering activities in Macunköy and Akyurt facilities and the Head office is located in Ankara, Macunköy. Turkish Armed Forces Foundation (“TAFF”) is the main shareholder of the Company which holds 84,58% of the capital and maintains control of the Company. TAFF was established on 17 June 1987 with the law number 3388, in order to manufacture or import guns, equipment and appliances needed for Turkish Armed Forces. The Company is registered to Capital Markets Board of Turkey (“CMB”) and its shares are quoted in Borsa İstanbul A.Ş. since 1990. 15,30% of the shares of the Company are publicly held as of 31 December 2013 (31 December 2012: 15,30%) (Note 17). The Company’s trade registry address is Mehmet Akif Ersoy Mahallesi 296. Cadde No:16 06370 Yenimahalle/Ankara. The number of personnel employed by the Group as of 31 December 2013 is 5.343 (31 December 2012: 5.088). The Company, and its consolidated subsidiaries Mikrodalga Elektronik Sistemleri Sanayi ve Ticaret A.Ş. (Mikes) and AselsanNet Elektronik ve Haberleşme Sistemleri Sanayi Ticaret İnşaat ve Taahhüt Ltd. Şti. (AselsanNet), operating in the same sector with the Company, are collectively referred as the “Group” in the accompanying notes. The main operations of the companies included in the consolidation and the share percentage of the Group for these companies are as follows: Company name Mikes (*) AselsanNet (*) (*) Operation Research and development (R&D)on microwave projects Communication systems 31 December 2013 31 December 2012 Share (%) 96,37 100,00 96,36 95,00 The change is due to purchase of shares of Mikes and AselsanNet from Aspilsan A.Ş. The subsidiaries Mikroelektronik Ar-Ge Tasarım ve Ticaret Limited Şirketi and Aselsan Bakü Şirketi which are classified as non-current financial assets are excluded from consolidation as their inclusion does not materially affect the consolidated financial results of the Group (Note 28). In addition, the Company opened up a branch as “Aselsan Elektronik Sanayi ve Ticaret A.Ş. EP Co.” in 2011 in South Africa. Branch is excluded from consolidation as its inclusion does not materially affect the consolidated financial results of the Group. In addition, the joint ventures IGG Aselsan Integrated Systems LLC (United Arab Emirates) and Kazakhstan Aselsan Engineering LLP (Kazakhstan) established in 2011 and Aselsan Middle East PSC LTD (Jordan) established in 2012, which are classified as non-current financial assets are excluded from consolidation as their inclusion does not materially affect the consolidated financial results of the Group (Note 29). ASELSAN_FR13ENG_01-136.indd 9 5/29/14 5:43 PM 10 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Approval of the consolidated financial statements: These consolidated financial statements have been approved for issue by the Board of Directors with the decision number 802 on 5 March 2014. No authority other than Board of Directors and General Assembly has the right to amend the consolidated financial statements 2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2.1 The basis of presentation Statement of Compliance to TAS The company and its subsidiaries registered in Turkey, Mikes and AselsanNet maintain their books of account and prepare their statutory financial statements (“Statutory Financial Statements”) in accordance with accounting principles in the Turkish Commercial Code (“TCC”) and tax legislation in Turkish Lira (“TL”). The accompanying financial statements are prepared in accordance with the requirements of Capital Markets Board (“CMB”) Communiqué Serial II, No: 14.1 “Basis of Financial Reporting in Capital Markets”, which were published in the Official Gazette No:28676 on 13 June 2013. The accompanying financial statements are prepared based on the Turkish Accounting Standards/Turkish Financial Reporting Standards and Interpretations (“TAS/TFRS”) that have been put into effect by the Public Oversight Accounting and Auditing Standards Authority (“POA”) under Article 5 of the Communiqué. In addition, the financial statements and its notes are presented in accordance with the format requirements as announced by the CMB’s statement on 7 June 2013. The consolidated financial statements are prepared according to historical cost accounting except for the revaluation of lands. In order to determine the historical cost, the fair values paid for assets are considered. Functional Currency The individual financial statements of each Group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in TL, which is the functional, and presentation currency of the Company and the reporting currency for the consolidated financial statements. Preparation of Financial Statements in Hyperinflationary Periods CMB, with its resolution dated 17 March 2005 declared that companies operating in Turkey which prepare their financial statements in accordance with CMB Accounting Standards, effective 1 January 2005, will not be subject to the application of inflationary accounting. Consequently, in the accompanying financial statements TAS 29 “Financial Reporting in Hyperinflationary Economies” was not applied since 1 January 2005. Comparative Information and Restatement of Prior Period Financial Statements Consolidated financial statements of the Group have been prepared comparatively with prior period in order to give information about financial position and performance trends. If the presentation or classification of the financial statements is changed, in order to maintain consistency, financial statements of the prior periods are also reclassified and the significant changes are explained. As described in Note 2.4, due to the amendments to “TAS 19 - Employee Benefits”, effective for the periods beginning after 1 January 2013, actuarial gain/losses related to retirement pay obligations are recognized under equity. The Group adopted the amendments to TAS 19 and comparative amounts are restated retrospectively. The effect of adoption is explained in Note 2.4. ASELSAN_FR13ENG_01-136.indd 10 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 11 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) In addition, the Group has made reclassifications in prior period financial statements in order to comply with the format issued by CMB on 7 June 2013. The nature and amount for each of the reclassifications are described below: •“Foreign Currency Exchange Loss” related to Advances Given and Received, Trade Receivables and Payables, Other Receivables and Payables amounting to TL 232.864.956 which was presented under “Finance Expense” in the consolidated statement of profit or loss for the year ended 31 December 2012 is reclassified to “Other Operating Expenses”. •“Foreign Currency Exchange Gain” related to Advances Given and Received, Trade Receivables and Payables, Other Receivables and Payables amounting to TL 264.404.392 which was presented under “Finance Income” in the consolidated statement of profit or loss for the year ended 31 December 2012 is reclassified to “Other Operating Income”. •“Interest Income” amounting to TL 12.883.616 and “Other Finance Income” amounting TL 405.720 which was presented under “Finance Income” in the consolidated statement of profit or loss for the year ended 31 December 2012 is reclassified to “Other Operating Income”. •“Discount Expense” amounting to TL 3.221.052 which was presented under “Finance Expense” in the consolidated statement of profit or loss for the year ended 31 December 2012 is reclassified to “Other Operating Expense”. •“Discount Income” amounting to TL 1.290.165 which was presented under “Finance Income” in the consolidated statement of profit or loss for the year ended 31 December 2012 is reclassified to “Other Operating Income”. •“Dividend Income”, “Gain on Sale of Marketable Securities” and “Gain on Financial Assets” amounting to TL 4.191.870 which was presented under “Finance Income” in the consolidated statement of profit or loss for the year ended 31 December 2012 is reclassified to “Income from Investing Activities”. •“Fair value difference of financial assets reflected to loss” amounting to TL 426.612 “Finance Income” in the consolidated statement of profit or loss for the year ended 31 December 2012 is reclassified to “Income from Investing Activities”. •“Blocked Deposits” amounting to TL 19.361.643 which was presented under “Cash and Cash Equivalents” in the consolidated balance sheet as of 31 December 2012 is reclassified to “Other Current Assets”. •“Obligations Under Finance Leases” amounting to TL 93.312 which was presented as “Other Financial Liabilities” under “Current Liabilities” in the consolidated balance sheet as of 31 December 2012 is reclassified to “Short-term Portion of Long-term Financial Liabilities”. •“Obligations Under Finance Leases” amounting to TL 252.761 which was presented as “Other Financial Liabilities” under “Long-Term Liabilities” in the consolidated balance sheet as of 31 December 2012 is reclassified to “Long-Term Financial Liabilities”. •“Prepaid Expenses” amounting to TL 30.939.947 which was presented under “Other Current Assets” in the consolidated balance sheet as of 31 December 2012 is reclassified as “Prepaid Expenses” under “Current Assets”. •“Short-Term Advances Given” amounting to TL 233.904.863 which was presented under “Order Advances Given” in the consolidated balance sheet as of 31 December 2012 is reclassified to “Prepaid Expenses” under “Current Assets”. •“Prepaid Expenses” and “Advances Given for Tangible and Intangible Fixed Assets” amounting to TL 25.706.640 which was presented under “Other Non-Current Assets” in the consolidated balance sheet as of 31 December 2012 is reclassified as “Prepaid Expenses” under “Non-Current Assets”. •“Long-Term Advances Given” amounting to TL 250.406.586 which was presented under “Order Advances Given” in the consolidated balance sheet as of 31 December 2012 is reclassified to “Prepaid Expenses” under “Non-Current Assets”. •“Short-Term Portion of Long-Term Financial Liabilities” amounting to TL 564.806 which was presented under “Financial Liabilities” in the consolidated balance sheet as of 31 December 2012 is presented as a separate line item under “Current Liabilities”. •“Payables to Personnel” and “Tax Liabilities due to Personnel” amounting to TL 16.085.066 which was presented under “Other Payables” in the consolidated balance sheet as of 31 December 2012 is reclassified to “Employee Benefit Obligations” under “Current Liabilities”. ASELSAN_FR13ENG_01-136.indd 11 5/29/14 5:43 PM 12 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) •“Tax Payables” amounting to TL 3.778.203 which was presented under “Other Payables” in the consolidated balance sheet as of 31 December 2012 is reclassified to “Other Current Liabilities” under “Current Liabilities”. •“Deferred Income” amounting to TL 3.026.317 which was presented under “Other Non-Current Liabilities” in the consolidated balance sheet as of 31 December 2012 is reclassified as “Deferred Income” under “Current Liabilities”. •“Short-Term Advances Received” and “Long-Term Advances Received” amounting to TL 142.716.946 and TL 1.041.940.108 respectively in the consolidated balance sheet as of 31 December 2012 are reclassified to “Deferred Income” which are presented under “Current Liabilities” and “Non-Current Liabilities”. •“Deferred Income” amounting to TL 28.962 which was presented under “Other Non-Current Liabilities” in the consolidated balance sheet as of 31 December 2012 is reclassified as “Deferred Income” under “Non-Current Liabilities”. Other Operating Income Other Operating Expenses (-) Income from Investing Activities Financial Income Financial Expense (-) Earnings per 100 Shares Current Assets Cash and Cash Equivalents Prepaid Expenses Order Advances Given Other Current Assets Non-Current Assets Prepaid Expenses Order Advances Given Other Non-Current Assets Current Liabilities Short-term Financial Liabilities Short-term Portion of Long-term Financial Liabilities Financial Liabilities Other Financial Liabilities Employee Benefit Obligations Other Payables Deferred Income Order Advances Received Other Current Liabilities Non-Current Liabilities Long-term Financial Liabilities Other Financial Liabilities Deferred Income Order Advances Received Other Non-Current Liabilities Equity Remeasurement Income/Loss from Defined Benefit Plans Net Profit for the Period ASELSAN_FR13ENG_01-136.indd 12 Previously Reported 1 January-31 December 2012 26.743.358 (7.515.634) 297.403.835 (246.742.392) 0,59 Previously Reported 31 December 2012 371.895.213 233.904.863 186.181.891 Restated 1 January-31 December 2012 305.727.251 (243.601.642) 3.765.258 14.228.072 (10.229.772) 0,61 Restated 31 December 2012 352.533.570 264.844.810 174.603.587 250.406.586 28.230.496 276.113.226 2.523.856 - 210.788.558 211.353.364 93.312 20.870.303 142.716.946 3.052.726 658.118 16.085.066 1.007.034 145.743.263 3.804.612 113.764.741 252.761 1.041.940.108 28.962 293.202.668 114.017.502 1.041.969.070 (13.175.916) 306.378.584 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 13 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Basis of Consolidation Subsidiaries: The details of the subsidiaries of the Group are as follows: Group’s proportion of ownership and voting power held (%) 31 December 2013 31 December 2012 96,37 96,36 Subsidiaries Mikes (*) Location Turkey AselsanNet (*) Turkey 100 95 Aselsan Bakü (**) Mikroelektronik Ar-Ge Tasarım ve Tic. Ltd Şti. (**) Azerbaijan 100 100 85 85 (*) Turkey Principal Activity Microwave R&D projects Telecommunication systems Marketing and sales of the group products Microelectronic R&D projects The change is due to purchase of shares of Mikes and AselsanNet from Aspilsan A.Ş. Excluded from group consolidation as it does not significantly affect the consolidated financial results. (**) The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company: •has power over the investee •is exposed, or has rights, to variable returns from its involvement with the investee; and •has the ability to use its power to affect its returns The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including: •the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders, •potential voting rights held by the Company, other vote holders or other parties, •rights arising from other contractual arrangements; and •any additional facts and circumstances that indicate the Company has, or does have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meeting. Consolidation of subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. ASELSAN_FR13ENG_01-136.indd 13 5/29/14 5:43 PM 14 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Interests in joint ventures: The details of the Group’s interests in joint ventures as of 31 December 2013 and 31 December 2012 are as follows: Group’s proportion of ownership and voting power held (%) Joint Ventures IGG Aselsan Integrated Systems LLC Kazakhstan Aselsan Engineering LLP Aselsan Middle East PSC LTD Country of incorporation and operation UAE 31 December 2013 49 31 December 2012 49 Marketing and sales of the group products Kazakhstan 49 49 Marketing and sales of the group products Jordan 49 49 Principal Activity Marketing and sales of the group products A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. IGG Aselsan Integrated Systems LLC and Kazakhstan Aselsan Engineering LLP established in 2011 and Aselsan Middle East PSC LTD (Jordan) established in 2012, which are classified as non-current financial assets and accounted with acquiring cost after impairment were not included in the consolidation, have not started operations and their effect on the consolidated financial statements of the Group are deemed to be immaterial. 2.2 Changes in the Accounting Policies Significant changes in accounting policies are applied retrospectively and prior period financial statements are restated. Group’s lands are revalued and presented with their fair values as of 31 December 2013. Revaluation gains on lands are accounted as fixed assets revaluation reserves under equity. Since the change in accounting policy is considered as revaluation in accordance with TAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”, prior period consolidated financial statements are not restated and change is applied prospectively. 2.3 Changes in the Accounting Estimates and Errors If estimated changes in accounting policies are for only one period, changes are applied on the current year but if the estimated changes are for the following periods, changes are applied both on the current and following years prospectively. The Group has no significant changes to the accounting estimates in the current period. The estimated errors in the accounting policies are applied retrospectively and the prior year’s financial statements are restated accordingly. ASELSAN_FR13ENG_01-136.indd 14 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 15 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 2.4 New and Revised Turkish Accounting Standards a) Amendments to TFRSs affecting amounts reported and the disclosures in the financial statements The following amendments to TASs have been applied in the current year and have affected the amounts reported in these consolidated financial statements. Amendments to TAS 1 Presentation of Items of Other Comprehensive Income TAS1 (Amendments) “Presentation of Items of Other Comprehensive Income” is effective for the annual periods on or after 1 June 2012. The amendments introduce new terminology for the statement of comprehensive income and income statement. Under the amendments to TAS 1, the “statement of comprehensive income” is renamed the “statement of profit or loss and other comprehensive income” and the “income statement” is renamed the “statement of profit or loss”. The amendments to TAS 1 retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements. However, the amendments to TAS 1 require items of other comprehensive income to be grouped into two categories in the other comprehensive income section: (a) items that will not be reclassified subsequently to profit or loss and (b) items that may be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive income is required to be allocated on the same basis - the amendments do not change the option to present items of other comprehensive income either before tax or net of tax. The amendments have been applied retrospectively and hence the presentation of items of other comprehensive income has been modified to reflect the changes. Other than the above mentioned presentation changes, the application of the amendments to TAS 1 does not result in any impact on profit or loss, other comprehensive income and total comprehensive income. TAS 19 Employee Benefits The amendments to TAS 19 change the accounting for defined benefit plans and termination benefits. The most significant change relates to the accounting for changes in defined benefit obligations and plan assets. The amendments require the recognition of changes in defined benefit obligations and in fair value of plan assets when they occur, and hence eliminate the “corridor approach” permitted under the previous version of TAS 19 and accelerate the recognition of past service costs. The amendments require all actuarial gains and losses to be recognized immediately through other comprehensive income in order for the net pension asset or liability recognized in the consolidated statement of financial position to reflect the full value of the plan deficit or surplus. Furthermore, the interest cost and expected return on plan assets used in the previous version of TAS 19 are replaced with a “net-interest” amount, which is calculated by applying the discount rate to the net defined benefit liability or asset. The amendments to TAS 19 require retrospective application. Impact on profit or loss of the application of TAS 19: Profit for the Period Impact on other comprehensive income Actuarial income/loss Tax effect Change in other comprehensive income Change in total comprehensive income Impact on statement of financial position of the application of TAS 19: Remeasurement income/loss from defined benefit plans Net profit for period Change in equity ASELSAN_FR13ENG_01-136.indd 15 Prior Period 1 January-31 December 2012 13.175.916 (16.469.895) 3.293.979 (13.175.916) - Prior Period 31 December 2012 (13.175.916) 13.175.916 - 5/29/14 5:43 PM 16 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) TFRS 13 Fair Value Measurement TFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The Standard defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The scope of TFRS 13 is broad; it applies to both financial instrument items and non-financial instrument items for which other TFRSs require or permit fair value measurements and disclosures about fair value measurements, except in specified circumstances. In general, the disclosure requirements in TFRS 13 are more extensive than those required in the current standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy required for financial instruments only under TFRS 7 Financial Instruments: Disclosures are extended by TFRS 13 to cover all assets and liabilities within its scope. b) New and Revised TFRSs applied with no material effect on the financial statements which are effective since 2013 TAS 1 (Amendments) Presentation of Financial Statements (As part of the Annual Improvements to TFRSs 2009-2011 Cycle issued in May 2012) The amendments to TAS 1 as part of the Annual Improvements to TFRSs 2009-2011 Cycle are effective for the annual periods beginning on or after 1 January 2013. TAS 1 requires an entity that changes accounting policies retrospectively, or makes a retrospective restatement or reclassification to present a statement of financial position as at the beginning of the preceding period (third statement of financial position). The amendments to TAS 1 clarify that an entity is required to present a third statement of financial position only when the retrospective application, restatement or reclassification has a material effect on the information in the third statement of financial position and that related notes are not required to accompany the third statement of financial position. New and revised Standards on consolidation, joint arrangements, associates and disclosures In May 2011, a package of five Standards on consolidation, joint arrangements, associates and disclosures was issued, including TFRS 10, TFRS 11, TFRS 12, TAS 27 (as revised in 2011) and TAS 28 (as revised in 2011). Key requirements of these five Standards are described below. TFRS 10 replaces the parts of TAS 27 Consolidated and Separate Financial Statements that deal with consolidated financial statements. SIC-12 Consolidation - Special Purpose Entities will be withdrawn upon the effective date of TFRS 10. Under TFRS 10, there is only one basis for consolidation that is control. In addition, TFRS 10 includes a new definition of control that contains three elements: (a) power over an investee, (b) exposure, or rights, to variable returns from its involvement with the investee, and (c) the ability to use its power over the investee to affect the amount of the investor’s return. Extensive guidance has been added in TFRS 10 to deal with complex scenarios. TFRS 11 replaces TAS 31 Interests in Joint Ventures. TFRS 11 deals with how a joint arrangement of which two or more parties have joint control should be classified. SIC-13 Jointly Controlled Entities - Non-monetary Contributions by Venturers will be withdrawn upon the effective date of TFRS 11. Under TFRS 11, joint arrangements are classified as joint operations or joint ventures, depending on the rights and obligations of the parties to the arrangements. In contrast, under TAS 31, there are three types of joint arrangements: jointly controlled entities, jointly controlled assets and jointly controlled operations. In addition, joint ventures under TFRS 11 are required to be accounted for using the equity method of accounting, whereas jointly controlled entities under TAS 31 can be accounted for using the equity method of accounting or proportional consolidation. TFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. In general, the disclosure requirements in TFRS 12 are more extensive than those in the current standards. In June 2012, the amendments to TFRS 10, TFRS 11 and TFRS 12 were issued to clarify certain transitional guidance on the application of these TFRSs for the first time. ASELSAN_FR13ENG_01-136.indd 16 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 17 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Amendments to TFRS 7 Offsetting Financial Assets and Financial Liabilities and the Related Disclosures The amendments to TFRS 7 require entities to disclose information about rights of offset and related arrangements (such as collateral posting requirements) for financial instruments under an enforceable master netting agreement or similar arrangement. Annual Improvements to TFRSs 2009 - 2011 Cycle issued in May 2012 •Amendments to TAS 16 Property, Plant and Equipment; •Amendments to TAS 32 Financial Instruments: Presentation; and •Amendments to TAS 34 Interim Period Financial Reporting. Amendments to TAS 16 The amendments to TAS 16 clarify that spare parts, stand-by equipment and servicing equipment should be classified as property, plant and equipment when they meet the definition of property, plant and equipment in TAS 16 and as inventory otherwise. The amendments to TAS 16 did not have a significant effect on the Group’s consolidated financial statements. Amendments to TAS 32 The amendments to TAS 32 clarify that income tax relating to distributions to holders of an equity instrument and to transaction costs of an equity transaction should be accounted for in accordance with TAS 12 Income Taxes. The amendments to TAS 32 did not have a significant effect on the Group’s consolidated financial statements. Amendments to TAS 34 The amendments to TAS 34 clarify that disclosure of the total assets and total liabilities for a particular reportable segment is only required if a measure of total assets or total liabilities (or both) is regularly provided to the chief operating decision maker and there has been a material change in those measures since the last annual financial statements. The amendments to TAS 34 did not have an effect on the Group’s consolidated financial statements. IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine applies to waste removal costs that are incurred in surface mining activity during the production phase of the mine (production stripping costs). Under the Interpretation, the costs from this waste removal activity (stripping) which provide improved access to ore is recognized as a noncurrent asset (stripping activity asset) when certain criteria are met, whereas the costs of normal on-going operational stripping activities are accounted for in accordance with TAS 2 Inventories. The stripping activity asset is accounted for as an addition to, or as an enhancement of, an existing asset and classified as tangible or intangible according to the nature of the existing asset of which it forms part. IFRIC 20 is effective for annual periods beginning on or after 1 January 2013. Specific transitional provisions are provided to entities that apply IFRIC 20 for the first time. However, IFRIC 20 must be applied to production stripping costs incurred on or after the beginning of the earliest period presented. The Group management anticipates that IFRIC 20 will have no effect to the Group’s financial statements as the Group does not engage in such activities. ASELSAN_FR13ENG_01-136.indd 17 5/29/14 5:43 PM 18 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) c) New and revised TFRSs in issue but not yet effective The Group has not applied the following new and revised TFRSs that have been issued but are not yet effective: TFRS 9 Amendments to TFRS 9 and TFRS 7 Amendments to TAS 32 Amendments to TFRS 10, 11, TAS 27 Amendments to TAS 36 Amendments to TAS 39 IFRIC 21 1 Financial Instruments Mandatory Effective Date of TFRS 9 and Transition Disclosures Offsetting Financial Assets and Financial Liabilities1 Investment Entities1 Recoverable Amount Disclosures for Non-Financial Assets1 Novation of Derivatives and Continuation of Hedge Accounting1 Levies1 Effective for annual periods beginning on or after 1 January 2014. TFRS 9 Financial Instruments TFRS 9, issued in November 2009, introduces new requirements for the classification and measurement of financial assets. TFRS 9 was amended in October 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition. Amendments to TFRS 9 and TFRS 7 Mandatory Effective Date of TFRS 9 and Transition Disclosures On November 2013, it is tentatively decided that the mandatory effective date of TFRS 9 will be no earlier than annual periods beginning on or after 1 January 2017. The amendment has not published by POA yet. Amendments to TAS 32 Offsetting Financial Assets and Financial Liabilities The amendments to TAS 32 clarify existing application issues relating to the offset of financial assets and financial liabilities requirements. Specifically, the amendments clarify the meaning of “currently has a legally enforceable right of set-off” and “simultaneous realization and settlement”. Amendments to TFRS 10, 11, TAS 27 Investment Entities This amendment with the additional provisions of TFRS 10 provide investment entities (as defined) an exemption from the consolidation of particular subsidiaries and instead require that an investment entity measure the investment in each eligible subsidiary at fair value through profit or loss. Amendments to TAS 36 Recoverable Amount Disclosures for Non-Financial Assets As a consequence of TFRS 13 “Fair Value Measurements”, there are amendments in the explanations about the measurement of the recoverable amount of an impaired asset. This amendment is limited to non-financial assets and paragraphs 130 and 134 of TAS 36 have been changed. Amendments to TAS 39 Novation of Derivatives and Continuation of Hedge Accounting This amendment to TAS 39 makes it clear that there is no need to discontinue hedge accounting if a hedging derivative is novated, provided certain criteria are met. IFRIC 21 Levies IFRIC 21 identifies the obligating event for the recognition of a liability as the activity that triggers the payment of the levy in accordance with the relevant legislation. ASELSAN_FR13ENG_01-136.indd 18 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 19 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 2.5 Summary of Significant Accounting Policies Revenue Revenue is measured at the fair value of the received or receivable. Revenue is reduced for estimated customer returns, rebates, and other similar allowances. Sale of goods Revenue from the sale of goods is recognized when all the following conditions are satisfied: •The Group has transferred to the buyer the significant risks and rewards of ownership of the goods; •The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; •The amount of revenue can be measured reliably; •It is probable that the economic benefits associated with the transaction will flow to the entity; and •The costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognized by reference to the stage of completion of the contract. The stage of completion of the contract is determined as follows: •Installation fees are recognized by reference to the stage of completion of the installation, determined as the proportion of the total time expected to install that has elapsed at the balance sheet date, •Servicing fees included in the price of products sold are recognized by reference to the proportion of the total cost of providing the servicing for the product sold, taking into account historical trends in the number of services actually provided on past goods sold and •Revenue from time and material contracts is recognized at the contractual rates as labor hours are delivered and direct expenses are incurred. Revenue from construction contracts is recognized in accordance with the accounting policy outlined in the following pages. Dividend and interest revenue Dividend income from investments is recognized when the shareholder’s right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably). Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. Rental income Rental income from properties is recognized on a straight-line basis over the term of the relevant lease. ASELSAN_FR13ENG_01-136.indd 19 5/29/14 5:43 PM 20 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Inventories Inventories are stated at the lower of cost and net realizable value. Inventories are valued on the basis of the project according to the weighted average method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs necessary to realize sales. When the net realizable value of inventory is less than cost, the inventory is written down to the net realizable value and the expense is included in statement of income/(loss) in the period the write-down or loss occurred. When the circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the amount of the write-down is reversed. The reversal amount is limited to the amount of the original write-down. Fixed Assets Lands held for use in the production or supply of goods or services, or for administrative purposes, are stated in the consolidated statement of financial position at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated impairment losses. Revaluations are performed with sufficient regularity such that the carrying amounts do not differ materially from those that would be determined using fair values at the end of each reporting period. Any revaluation increase arising on the revaluation of such lands is recognized in revaluation fund accumulated in equity. A decrease in the carrying amount arising on the revaluation of such land and buildings is recognized in profit or loss to the extent that it exceeds the balance, if any, held in the properties revaluation reserve relating to a previous revaluation of that asset. Freehold land is not depreciated. On the subsequent sale or retirement of a revalued property, the attributable revaluation surplus remaining in the properties revaluation reserve is transferred directly to retained earnings. Unless the asset is disposed, no transfer is realized from revaluation reserves to the profit reserves. Fixed assets other than lands are carried at cost less accumulated depreciation and any accumulated impairment losses. Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognized impairment loss. Borrowing cost is capitalized when the assets took a substantial period of time to get ready for their intended use or sale. These assets are classified to fixed assets when the assets are completed and ready for their intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. If the ownership of the finance lease is not obvious at the end of the leasing period, it is depreciated over their expected useful lives or, where shorter, the term of the relevant lease. The gain or loss arising on the disposal or retirement of an item of fixed assets is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. The maintenance and repair expenses arising from changing any part of the fixed assets can be realized if the economic benefit of the asset is increased. All other expenses are recorded in the expense accounts in the consolidated income statement when they are realized. ASELSAN_FR13ENG_01-136.indd 20 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 21 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) The useful lives of fixed assets are as follows: Buildings Land improvements Machinery and equipment Motor Vehicles Furniture and fixtures Other tangible assets Useful life 10-30 years 13-15 years 4-20 years 4-8 years 2-15 years 5-10 years Intangible Assets Intangible assets acquired separately Intangible assets acquired separately are reported at cost less accumulated amortization and accumulated impairment losses. Amortization is charged on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in accounting estimates for on a prospective basis. Trademarks and licenses Acquired trademarks and licenses are shown at historical cost. Trademarks and licenses have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost of trademarks and licenses over their estimated useful lives. Computer software Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful lives. Internally generated intangible assets - R&D expenditure Expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following have been demonstrated: •The technical feasibility of completing the intangible asset so that it will be available for use or sale, •The intention to complete the intangible asset and use or sell it, •The ability to use or sell the intangible asset, •How the intangible asset will generate probable future economic benefits, •The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and •The ability to measure reliably the expenditure attributable to the intangible asset during its development. The amount initially recognized for internally-generated intangible assets is the sum of expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognized, development expenditure is charged to profit or loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets acquired separately. ASELSAN_FR13ENG_01-136.indd 21 5/29/14 5:43 PM 22 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) The useful lives of the intangible assets are as follows: Rights Computer software Development expenditures Useful life 2-6 years 1-2 years 1-5 years Impairment of Assets Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. When the Group borrows funds specifically for the purpose of the qualifying assets, the amount of borrowing costs eligible for capitalization is the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings. Financial Instruments Financial assets All financial assets are recognized and derecognized on a trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value. Financial assets are classified into the following specified categories: financial assets as “at fair value through profit or loss” (FVTPL), “held-to-maturity investments”, “available-for-sale” (AFS) financial assets and “loans and receivables”. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Effective interest method The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or, where appropriate, a shorter period to the net carrying amount on initial recognition. Income is recognized on an effective interest basis for debt instruments other than those financial assets designated as at FVTPL. Financial assets at FVTPL Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives are also categorized as FVTPL unless they are designated as hedges. ASELSAN_FR13ENG_01-136.indd 22 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 23 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Available-for-sale financial assets Quoted equity investments and quoted certain debt securities held by the Group that are traded in an active market are classified as being available- for-sale financial assets and are stated at fair value. The Group also has investments in unquoted equity investments that are not traded in an active market but are also classified as available-for-sale financial assets and stated at cost since their value can’t be reliably measured. Gains and losses arising from changes in fair value are recognized in other comprehensive income and accumulated in the investments revaluation reserve with the exception of impairment losses, interest calculated using the effective interest method, and foreign exchange gains and losses on monetary assets, which are recognized in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. Dividends on available-for-sale equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established. The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. The foreign exchange gains and losses that are recognized in profit or loss are determined based on the amortized cost of the monetary asset. Other foreign exchange gains and losses are recognized in other comprehensive income. Loans and receivables Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as “loans and receivables”. Loans and receivables are measured at amortized cost using the effective interest method less any impairment Impairment of financial assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each reporting period. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss. With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. Any increase in fair value subsequent to an impairment loss is recognized in equity directly. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments which their maturities are three months or less from date of acquisition and that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. ASELSAN_FR13ENG_01-136.indd 23 5/29/14 5:43 PM 24 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Financial Liabilities Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below. Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities. Financial liabilities at FVTPL Financial liabilities at FVTPL are stated at fair value and revalued at each balance sheet date. The change of fair value is recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability. Other financial liabilities Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period to the net carrying amount on initial recognition. Leasing Leasing- the group as lessor Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Amounts due from lessees under finance leases are recorded as receivables at the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases. Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term. Foreign Currency Transactions The individual financial statements of each Group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the operational results and financial position of each entity are expressed in TL, which is the functional currency of the Company, and the presentation for consolidated financial statements. In preparing the financial statements of the individual entities, transactions in currencies other than TL (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. ASELSAN_FR13ENG_01-136.indd 24 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 25 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Exchange differences are recognized in profit or loss in the period in which they arise except for: •Exchange differences which relate to assets under construction for future productive use, which are included in the cost of those assets where they are regarded as an adjustment to interest costs on foreign currency borrowings; •Exchange differences on transactions entered into in order to hedge certain foreign currency risks (see below for hedging accounting policies); and •Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation, and which are recognized in the foreign currency translation reserve and recognized in profit or loss on disposal of the net investment. Earnings per Share Earnings per share, disclosed in the consolidated income statement, are determined by dividing the net income attributable to equity holders of the parent by the weighted average number of shares outstanding during the period concerned. In Turkey, companies can increase their share capital by distributing “bonus shares” to shareholders from retained earnings. In computing earnings per share, such “bonus share” distributions are assessed as issued shares. Accordingly, the weighted average number of shares is computed by taking into consideration of the retrospective effects of the share distributions. Events After the Reporting Periods Events after the reporting periods include all events that take place between the balance sheet date and the date of authorization for the release of the financial statements, although the events occurred after the announcements related to the net profit/loss or even after the public disclosure of other selective financial information. In the case that events occur requiring an adjustment, the Group adjusts the amount recognized in its consolidated financial statements to reflect the adjustments after the balance sheet date. Provisions, Contingent Liabilities and Contingent Assets Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Segmental Information Operations of the Group are technical system design, development, production, and after-sales services for various products for defense industry. Group’s operates mainly for the Ministry of Defense via Communication and Information Technologies (HBT), Defense System Technologies (SST), Radar Electronic Warfare and Intelligence Systems (REHİS), Microelectronics, Guidance and Electro-optics (MGEO). The Group does not report segmental information in accordance with TFRS 8 “Operating Segments” considering the operations and organizational structure not reporting according to segments due to its nature of products and services, its customer segment or type for its products and services, not having a profit based reporting structure and having project based reporting structure to the Board of Directors based on contracts not segments. The operations of the groups generally determined according to the volume of orders at the group level rather than specific planning at group’s level. Due to the level of orders new groups may be established in order to increase the management activities. ASELSAN_FR13ENG_01-136.indd 25 5/29/14 5:43 PM 26 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Construction Contracts Cost of contracts is recognized when incurred. These costs include the costs that relate directly to the specific contract and the costs that are attributable to contract activity in general and can be allocated to the contract and the other costs that are specifically chargeable to the customer under the terms of the contract. A major part of the costs include the development expenses of the projects. Where the outcome of a construction contract cannot be estimated reliably, revenue is recognized to the extent of contract costs incurred that it is probable will be recoverable. Where the outcome of a construction contract can be estimated reliably, revenue is recognized over the terms of the contract term. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable. The Group uses the “percentage-of-completion method” to determine the appropriate amount to recognize in a given period. The stage of completion is measured by reference to the contract costs incurred up to the balance sheet date as a percentage of total estimated costs for each contract. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. They are presented as inventories, prepayments or other assets, depending on their nature. Each project contract is evaluated by the technical teams regarding the expected change in the upcoming costs and the profitability of the contracts that is determined as of the balance sheet dates. If purchases and collections made by more than one currency regarding a contract, then the upcoming purchasing and invoicing is forecasted based on the amount stated in the contract and the weighted average currency in the following financial years. Besides the amounts of the contracts subjected to escalation as of the balance sheet date, are estimated based on the contract details. Government grants, if any, are also taken into consideration while calculating the profitability of the contract. The grants are recognized by netting-off from the costs in accordance with TAS 20 “Accounting for Government Grants and Disclosure of Government Assistance”. The Group presents the amount as an asset if the gross amount due from customers for customer work for all contracts in progress for which costs incurred plus recognized profits (less recognized losses) exceed progress billings. Progress billings not yet paid by customers and retention are included within “Trade Receivables”. The Group presents the amount as a liability if the gross amount due to customers for contract work for all contracts in progress for which progress billings exceed costs incurred plus recognized profits (less recognized losses). Government Grants Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable. The benefit of a government loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates. ASELSAN_FR13ENG_01-136.indd 26 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 27 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Taxes Calculated on the Basis of the Company’s Earnings Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, provisions for taxes, as reflected in the accompanying consolidated financial statements, have been calculated on a separate-entity basis. Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases which are used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax for the period Current and deferred tax are recognized as an expense or income in profit or loss, except when they relate to items that are recognized outside profit or loss (whether in other comprehensive income or directly in equity), in which case the tax is also recognized outside profit or loss, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquirer’s identifiable assets, liabilities and contingent liabilities overcost. ASELSAN_FR13ENG_01-136.indd 27 5/29/14 5:43 PM 28 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Employee Benefits Termination and retirement benefits: Under Turkish law and union agreements, lump sum payments are made to employees retiring or involuntarily leaving the Group. Such payments are considered as being part of defined retirement benefit plan as per TAS 19 “Employee Benefits” (“TAS 19”). The retirement benefit obligation recognized in the consolidated financial statements represents the present value of the defined benefit obligation. The actuarial gains and losses are recognized in other comprehensive income. Dividend and bonus plans The Group recognizes a liability and an expense for bonuses and dividend, based on a formula that takes into consideration the profit attributable to the Company’s shareholders after certain adjustments. The Group recognizes a provision where contractually obliged or where there is a past practice that has created a constructive obligation. The Group recognizes the cost of providing additional retirement bonuses comprising two months gross salary to employees who have completed twenty years of service and earned the right to retirement benefits. These compensations are deducted from the net present values of the unrealized liability amounts and are recognized in the accompanying consolidated financial statements. Statement of Cash Flows Current period statements of cash flows are categorized and reported as operating, investing and financing. Cash flows from operating activities reflect cash flows generated from Group’s operating activities. Cash flows from investing activities summarize the Group’s cash flows used in or generated from investing activities (fixed and financial investments). Cash flows from investing activities summarize the Group’s cash flows from liabilities and repayments of these liabilities benefited in financing needs of the Group. Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments which their maturities are 3 months or less from date of acquisition and that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Netting-off Financial assets and liabilities are disclosed with their net amounts in the balance sheet if there is a legal right to net-off or recoverability is possible, or if acquisition of asset and performance of obligation are realized simultaneously. Non-Current Assets Held for Sale Non-current assets are classified as assets “held for sale” when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell. The assets can be a part of the Group, disposal group as a single fixed asset. ASELSAN_FR13ENG_01-136.indd 28 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 29 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 2.6 Critical Accounting Judgments and Estimates Critical judgments in applying the entity’s accounting policies In the process of applying the entity’s accounting policies, which are described in note 2.5, management has made the following judgments that have the most significant effect on the amounts recognized in the financial statements: Deferred tax Deferred tax assets and liabilities are recorded using substantially enacted tax rates for the effect of temporary differences between book and tax bases of assets and liabilities. Currently, there are deferred tax assets resulting from operating loss carry-forwards and deductible temporary differences, all of which could reduce taxable income in the future. Based on available evidence, both positive and negative, it is determined whether it is probable that all or a portion of the deferred tax assets will be realized. The main factors which are considered include future earnings potential; cumulative losses in recent years; history of loss carry-forwards and other tax assets expiring; the carryforward period associated with the deferred tax assets; future reversals of existing taxable temporary differences; taxplanning strategies that would, if necessary, be implemented, and the nature of the income that can be used to realize the deferred tax asset. If based on the weight of all available evidence, it is the Group’s belief that taxable profit will not be available sufficient to utilize some portion of these deferred tax assets, then some portion of or all of the deferred tax assets are not recognized (Note 26). Liabilities with respect to employment benefits The Group makes various assumptions on discount, inflation rate, wage increase rate, the probability of quitting voluntarily for calculating provisions for severance and retirement pays (Note 15). Useful lives of tangible and intangible assets The Group amortizes the non-current assets based on the useful lives of those assets stated in the accounting policies (Note 9-10). Percentage of completion The Group uses the percentage of completion method in accounting for contracts in accordance with TAS 11 “Construction Contracts”. Use of percentage of completion method requires the Group to estimate the services performed to date as a proportion of the total services to be performed. Moreover for projects that are estimated to end up with a loss, provision for loss is calculated (Note 19). The estimation of the total cost of the projects consists of the risks that may cause major changes in the adjustments of the fair values of assets and liabilities for the subsequent periods. Estimation of foreign exchange rates If purchases and collections made by more than one currency regarding the projects, in accordance with TAS 11 the upcoming purchasing and invoicing is forecasted based on the amount stated in the contract and the weighted average currency in the following financial years. Escalation As of the balance sheet dates, the amounts of the projects subject to escalation are calculated with respect to the provisions of the contracts and estimated in accordance with TAS 11 “Construction Contracts”. Provision for guarantee expenses The Group calculates provision, according to the budgeted estimations for specific parts of the sales under the scope of warranty that needs specific guarantee calculations, and according to the realizations in previous years for the remaining part of the sales. The guarantee period for the projects completed by the Group are 2 years on the average after the delivery (Note 13). ASELSAN_FR13ENG_01-136.indd 29 5/29/14 5:43 PM 30 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Development expenses As of balance sheet dates, the Management assess the recoverability of the expenses regarding the Group’s development activities. These expenses are started to be amortized with respect to their useful lives when their development phases are completed and it becomes probable that there is an associated economic benefit. When the development phase is completed and no economic benefit is foreseen, the related expenses are recognized in consolidated income statement (Note 10). 3. INTERESTS IN OTHER ENTITIES a) Subsidiaries Details of the Group’s material subsidiaries as of 31 December 2013 and 31 December 2012 are as follow: Group’s proportion of ownership and voting power held (%) Name of Subsidiary Mikes Place of incorporation and operation Turkey AselsanNet 31 December 2013 96,37 31 December 2012 96,36 Turkey 100 95 Aselsan Bakü Azerbaijan 100 100 Mikroelektronik Ar-Ge Tasarım ve Tic. Ltd Şti. Turkey 85 85 Principal Activity R&D on microwave projects Communication systems Marketing and sales of group products R&D on microelectronic projects Composition of the Group Explained in Note 1. Change in the Group’s ownership interest in a subsidiary: Group purchased 5% and 0,01% shares of AselsanNet and Mikes respectively and increased its shares in subsidiaries to 100% and 96,37% respectively. ASELSAN_FR13ENG_01-136.indd 30 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 31 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) b) Joint Ventures Where a Group entity undertakes its activities under joint venture arrangements directly, the Group’s share of jointly controlled assets and any liabilities incurred jointly with other ventures are recognized in the financial statements of the relevant entity and classified according to their nature. Liabilities and expenses incurred directly in respect of interests in jointly controlled assets are accounted for on an accrual basis. Income from the sale or use of the Group’s share of the output of jointly controlled assets, and its share of joint venture expenses, are recognized when it is probable that the economic benefits associated with the transactions will flow to/from the Group and their amount can be measured reliably. The joint ventures IGG Aselsan Integrated Systems LLC and Kazakhstan Aselsan Engineering LLP established in 2011 and Aselsan Middle East PSC LTD (Jordan) established in 2012,which are recorded under long-term financial investments, were excluded from the consolidation and as they do not significantly affect the consolidated results of the Group. 4. RELATED PARTY TRANSACTIONS Transactions between the Company and its subsidiaries which are related parties of the Company have been eliminated on consolidation, and are not disclosed in this note. The receivables from related parties usually arise from sales activities and are due 3 months after the date of sales. The receivables are unsecured by nature and bear no interest. The payables to related parties usually arise from the purchase activities and are due 3 months after the date of purchase. The receivables bear no interest. The other receivables from related parties usually arise from fund transfers for financing activities and are due 3 months. The receivables bear an interest of a range between 3,8%-4,8% (2012: 3,8%-4,8%) Total amount of salaries and other short-term benefits paid for key management year ended as of 31 December 2013 is TL 4.555.169 (31 December 2012: TL 4.356.770). ASELSAN_FR13ENG_01-136.indd 31 5/29/14 5:43 PM 32 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) The details of transactions between the Group and other related parties are disclosed below: Balances with related parties Main Shareholder Türk Silahlı Kuvvetlerini Güçlendirme Vakfı Other shareholder Axa Sigorta A.Ş. Main shareholder’s subsidiaries and associates Esdaş-Elektronik Sis. Destek San. ve Tic. A.Ş. Havelsan Ehsim-Elektronik Harp Sis. Müh. Tic. A.Ş. Havelsan Hava Elektronik San. ve Tic. A.Ş. Havelsan Teknoloji Radar San. ve Tic. A.Ş. İşbir Elektrik San. A.Ş. Mercedes-Benz Türk A.Ş. Netaş Telekomünikasyon A.Ş. STM-Savunma Teknolojileri Müh. ve Tic. A.Ş. Tusaş-Türk Havacılık ve Uzay San. A.Ş. Subsidiaries Aselsan Bakü Mikroelektronik Ar-Ge Tas. ve Tic. Ltd. Şti. Affiliates Aspilsan-Askeri Pil San. ve Tic. A.Ş. Roketsan-Roket San. ve Tic. A.Ş. Branch Aselsan South Africa Joint ventures and its related parties International Golden Group IGG Aselsan Integrated Systems Kazakhstan Aselsan Engineering -KAE Aselsan Middle East PSC Ltd ASELSAN_FR13ENG_01-136.indd 32 31 December 2013 Receivables Short-term Trading 3.207.644 - Non-trading - - - - 21.239 4.757.070 2.779.311 11.315.342 1.017.379 682.547 75.791 1.601.645 72.094 3.342.557 9.519.270 - - 16.312 - 1.260.456 - 19.158.362 37.567 6.035.892 - Advances given 55.710.667 2.980.497 38.899.450 6.311.145 145.157.039 792.439 2.321.156 26.758.793 90.646 32.680.623 32.771.269 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 33 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 31 December 2013 Receivables Long-term Advances Trading given - - - - Payables Trading 1.948 Short-term Advances received 43.306 - Non-trading 30.320 Long-term Advances Trading received - - - - 1.513.701 435.006 698.852 9.428.841 957.570 - 44.899 503.104 659.529 1.193.994 8.435.774 1.114.573 10.643.377 889.434 - - 1.545.427 4.164.209 332.402 - - - - - - - 15.490.970 168.352.153 717.378 3.594.606 1.635.803 - - 32.092.157 - - - - - - - 8.617.662 3.146 26.392.887 ASELSAN_FR13ENG_01-136.indd 33 179.437.416 16.265.805 13.211.920 30.320 - 37.801.793 5/29/14 5:43 PM 34 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Balances with related parties Main Shareholder Türk Silahlı Kuvvetlerini Güçlendirme Vakfı Other shareholder Axa Sigorta A.Ş. Main shareholder’s subsidiaries and associates Havelsan Ehsim-Elektronik Harp Sis. Müh. Tic. A.Ş. Havelsan Hava Elektronik San. ve Tic. A.Ş. Havelsan Teknoloji Radar San. ve Tic. A.Ş. İşbir Elektrik San. A.Ş. Mercedes-Benz Türk A.Ş. Netaş Telekomünikasyon A.Ş. STM-Savunma Teknolojileri Müh. ve Tic. A.Ş. Tusaş-Türk Havacılık ve Uzay San. A.Ş. TEI-Tusaş Motor Sanayii A.Ş. Subsidiaries Aselsan Bakü Mikroelektronik Ar-Ge Tas. ve Tic. Ltd. Şti. Affiliates Aspilsan-Askeri Pil San. ve Tic. A.Ş. Roketsan-Roket San. ve Tic. A.Ş. Branch Aselsan South Africa Joint ventures and its related parties International Golden Group IGG Aselsan Integrated Systems Kazakhstan Engineering Kazakhstan Aselsan Engineering -KAE Aselsan Middle East PSC Ltd Due to Shareholders ASELSAN_FR13ENG_01-136.indd 34 31 December 2012 Receivables Short-term Trading 2.652.615 Advances given - Non-trading - - - 1.825.040 5.022.873 9.281 757.203 1.031.268 261.616 1.776.615 143.301 4.834.484 5.706.896 - - 498.585 213.082 29.052 - 7.038.093 37.567 984.640 - - 1.075.590 217.870 36.420.132 3.310.192 5.913.838 3.307.390 66.211.121 779.955 17.418.187 18.512.763 18.730.633 - 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 35 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 31 December 2012 Receivables Long-term Advances Trading given - Payables Trading - Short-term Advances received 189.665 Non-trading - Long-term Advances Trading received 43.306 - - 7.227 - 24.707 - - 7.014.713 - 1.046.719 1.385.373 799.777 - 44.018 214.766 1.977.477 13.511.571 1.491.322 57.434 - 175.883 1.857.699 - - 1.639.370 - 4.245.160 5.097.320 - - 227.366 428.086 - - - - - 1.287.037 195.402.948 254.559 8.972.549 7.764.378 - - 36.664.202 - - - - - - - 19.330.573 3.147 27.635.470 1.540.834 200.403.017 12.135.245 9.897.456 48.991.710 366.865 10.354.490 155.495 180.202 1.639.370 98.772 46.148.760 ASELSAN_FR13ENG_01-136.indd 35 5/29/14 5:43 PM 36 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Transactions with related parties Main Shareholder 1 January-31 December 2013 1 January-31 December 2012 Purchases Purchases Türk Silahlı Kuvvetlerini Güçlendirme Vakfı 524.580 483.480 321.830 1.419.045 Havelsan Ehsim-Elektronik Harp Sis. Müh. Tic. A.Ş. 842.420 259.481 Main shareholder’s subsidiaries and associates Esdaş-Elektronik Sis. Destek San. ve Tic. A.Ş. Havelsan Hava Elektronik San. ve Tic. A.Ş. 2.889.537 54.964 Havelsan Teknoloji Radar San. ve Tic. A.Ş. 3.169.534 2.938.233 İşbir Elektrik San. A.Ş. 3.485.237 6.509.423 Mercedes-Benz Türk A.Ş. 1.845.996 819.989 Netaş Telekomünikasyon A.Ş. 21.888.888 26.313.915 STM-Savunma Teknolojileri Müh. ve Tic. A.Ş. 279.636 5.426.465 Tusaş-Türk Havacılık ve Uzay San. A.Ş. 164.993 449.474 Subsidiaries Aselsan Bakü 340.281 890.871 Mikroelektronik Ar-Ge Tas. ve Tic. Ltd. Şti. 4.280.597 2.445.126 Affiliates Aspilsan-Askeri Pil San. ve Tic. A.Ş. 2.733.635 3.367.103 Roketsan-Roket San. ve Tic. A.Ş. 60.542.851 98.600 3.668.989 1.680.721 Branch Aselsan South Africa Joint ventures and its related parties IGG Aselsan Integrated Systems Kazakhstan Aselsan Engineering -KAE KADDB Investment Group PSC Aselsan Middle East PSC Ltd ASELSAN_FR13ENG_01-136.indd 36 2.707.606 - 2.868 1.293.716 - 23.566 1.745.790 - 111.435.268 54.474.172 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 37 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Transactions with related parties Main Shareholder Türk Silahlı Kuvvetlerini Güçlendirme Vakfı Main shareholder’s subsidiaries and associates Esdaş-Elektronik Sis. Destek San. ve Tic. A.Ş. Havelsan Hava Elektronik San. ve Tic. A.Ş. Havelsan Teknoloji Radar San. ve Tic. A.Ş. İşbir Elektrik San. A.Ş. Netaş Telekomünikasyon A.Ş. STM-Savunma Teknolojileri Müh. ve Tic. A.Ş. Tusaş-Türk Havacılık ve Uzay San. A.Ş. TEI-Tusaş Motor Sanayii A.Ş. Subsidiaries Aselsan Bakü Mikroelektronik Ar-Ge Tas. ve Tic. Ltd. Şti. Affiliates Aspilsan-Askeri Pil San. ve Tic. A.Ş. Heaş-Havaalanı İşletme ve Havacılık End. A.Ş. Roketsan-Roket San. ve Tic. A.Ş. Joint ventures and its related parties International Golden Group IGG Aselsan Integrated Systems Kazakhstan Engineering Kazakhstan Aselsan Engineering -KAE Aselsan Middle East PSC Ltd Due from related parties 31 December 2013 Joint Ventures Kazakhstan Aselsan Engineering -KAE Branch Aselsan South Africa Due from related parties 31 December 2012 Joint Ventures Kazakhstan Aselsan Engineering -KAE Branch Aselsan South Africa 1 January-31 December 2013 1 January-31 December 2012 Sales Sales 4.782.175 5.885.442 18.988 19.666.170 8.095 18.701.468 39.818.362 - 10.021 48.246.751 5.434 36.500 598 10.168.111 24.796.467 7.865 121.294 199.091 672.166 180.578 76.253.422 131.600 4.196 66.689.047 27.067.397 1.084.717 53.981.448 12.612.298 254.314.925 85.881.968 3.281.101 11.863.198 12.184.351 3.147 270.048.541 Maturity Interest Rate (%) Currency TL Equivalent January 2014 3,8-4,41 USD 32.680.623 January 2014 4,76 ZAR 90.646 32.771.269 Maturity Interest Rate (%) Currency TL Equivalent January 2013 3,8-4,41 USD 18.512.763 January 2013 4,76 ZAR 217.870 18.730.633 The amount of the letter of credit given in favor of subsidiary included in consolidation Mikes A.Ş. is TL 53.357.500 (31 December 2012: TL 44.565.000) (Note 14). The amount of the letter of credit given in favor of subsidiary not included in consolidation Mikroelektronik Ar-Ge Tas. ve Tic. Ltd. Şti. is TL 988.000 (31 December 2012: TL 438.000) (Note 14). ASELSAN_FR13ENG_01-136.indd 37 5/29/14 5:43 PM 38 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 5. TRADE RECEIVABLES AND PAYABLES a) Trade receivables Details of Group’s trade receivables are as follows: Short-term trade receivables Trade receivables Receivables from related parties (Note 4) Uninvoiced receivables from construction contracts in progress Uninvoiced receivables from construction contracts in progress - Related party (Note 4) Notes receivables Discount on trade and notes receivables (-) Other trade receivables Provision for doubtful trade receivables (-) Long-term trade receivables Trade receivables Trade receivables from related parties (Note 4) Uninvoiced receivables from construction contracts in progress Uninvoiced receivables from construction contracts in progress - Related party (Note 4) Notes Receivables Discount on trade and notes receivables (-) 31 December 2013 31 December 2012 455.002.013 144.530.836 306.241.128 58.410.923 157.715.412 152.893.028 626.203 2.019.535 (1.458.796) 33.088 (2.221.896) 756.246.395 7.800.198 2.131.621 (1.127.796) 4.901 (1.985.839) 524.368.164 31 December 2013 31 December 2012 48.386.358 564.224 22.413.157 2.714.378 265.534.652 197.078.422 25.828.663 (1.577.190) 338.736.707 24.921.092 373.698 (383.347) 247.117.400 The movement for the Group’s provision for doubtful receivables is as follows: Opening balance Provision for the period Provision released Closing balance 1 January-31 December 2013 1 January-31 December 2012 1.985.839 2.056.726 236.914 857 (857) (71.744) 2.221.896 1.985.839 The distribution of trade receivables is as follows: Receivables from the public sector Receivables from the private sector Receivables from companies operating abroad Total 31 December 2013 561.853.149 266.514.035 266.615.918 1.094.983.102 31 December 2012 488.005.407 144.438.253 139.041.904 771.485.564 Receivables from public sector represent the receivables that are due from Ministry of Defense, Undersecretariat for Defense Industries and other public enterprises. The Group’s operations are based on contracts. Generally, no collaterals are obtained from the customers. The characteristics and level of risks with respect to the trade receivables are disclosed in Note 29. ASELSAN_FR13ENG_01-136.indd 38 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 39 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) b) Trade payables Details of Group’s trade receivables are as follows: Short-term trade payables Trade payables Payables related to construction contracts in progress Payables related to construction contracts in progress- Related party (Note 4) Due to related parties (Note 4) Notes payables Discount on trade and notes payables (-) Other trade payables Long-term trade payables Trade payables Payables related to construction contracts in progress Payables related to construction contracts in progress - Related party (Note 4) Notes payables (*) Discount on trade and notes payable (-) (*) 31 December 2013 31 December 2012 279.899.705 90.119.079 163.064.174 83.664.782 1.466.911 14.798.894 6.748.296 (1.729.224) 2.144.441 393.448.102 32.486.209 16.505.501 34.412 (641.475) 478.457 295.592.060 31 December 2013 31 December 2012 6.141.424 842.181 7.557.931 1.921.135 6.262.069 (1.082.298) 12.163.376 1.639.370 (103.683) 11.014.753 31 December 2013 31 December 2012 42.557.843 32.771.269 348.801 5.835.083 81.512.996 21.397.392 18.730.633 256.502 2.323.390 42.707.917 31 December 2013 197.085 31 December 2012 176.799 Consists of notes payable given for the land acquired in Başkent Organized Industrial Zone. 6. OTHER RECEIVABLES AND PAYABLES a) Other receivables Other current receivables Receivables from tax office(*) Other receivables from related parties (Note 4) Deposits and guarantees given Other (*) Due to VAT returns and which are expected to be offset in the subsequent period. Other non-current receivables Deposits and guarantees given ASELSAN_FR13ENG_01-136.indd 39 5/29/14 5:43 PM 40 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) b) Other payables Other current payables Other current payables Deposits and guarantees received Other current payables due to related parties (Note 4) Due to shareholders (Note 4) Other non-current payables Deposits and guarantees received 31 December 2013 31 December 2012 393.947 24.114 30.320 448.381 812.571 14.261 24.707 155.495 1.007.034 31 December 2013 30.518 31 December 2012 20.326 31 December 2013 332.256.254 222.874.833 41.372.762 12.804.786 7.007.692 37.585.022 (8.051.806) 645.849.543 31 December 2012 337.325.150 155.786.545 37.023.242 12.614.279 11.754.173 38.518.041 (8.198.536) 584.822.894 7. INVENTORIES Raw materials Work in progress Finished goods Other inventories Trade goods Goods in transit (*) Allowance for impairment on inventories (-) (*) Goods in transit includes the goods for which significant risks and rewards of ownership has passed to the Group as in FOB sales. The Group has allocated an impairment provision for inventories in cases when their net realizable values are lower than their costs or when they are classified as slow-moving inventories. In the current year, the Group has identified certain inventory items where the net realizable values were below the cost of the related inventory. Consequently, the Group has written down TL 7.879.728 (31 December 2012: TL 3.067.066) of inventory. The Group reversed TL 8.026.458 (31 December 2012: TL 121.528) of a previous inventory write-down in previous years. The amount reversed has been included in “cost of sales” in the statement of profit or loss. 1 January-31 December 2013 1 January-31 December 2012 The movement of the allowance for impairment on inventories: Opening balance Provision released Provision for the period Closing balance ASELSAN_FR13ENG_01-136.indd 40 8.198.536 (8.026.458) 7.879.728 8.051.806 5.252.998 (121.528) 3.067.066 8.198.536 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 41 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 8. PREPAID EXPENSES AND DEFERRED INCOME Short-term prepaid expenses Order advances given for inventory purchases Short-term order advances given to related parties for inventory purchases (Note 4) Prepaid expenses Long-term prepaid expenses Order advances given for inventory purchases Short-term order advances given to related parties for inventory purchases (Note 4) Order advances given for fixed asset purchases Prepaid expenses Short-term deferred income Order advances received Order advances received from related parties (Note 4) Deferred income 31 December 2013 31 December 2012 222.473.292 216.486.676 26.758.793 28.137.062 277.369.147 17.418.187 30.939.947 264.844.810 31 December 2013 31 December 2012 65.361.147 50.003.569 179.437.416 24.325.736 5.315.352 274.439.651 200.403.017 23.064.914 2.641.726 276.113.226 31 December 2013 31 December 2012 192.644.590 13.211.920 8.178.493 214.035.003 132.362.456 10.354.490 3.026.317 145.743.263 Short-term order advances received consists of the advances received from 43 customers (31 December 2012: 48 customers) of which first 10 customers form 98,75% (31 December 2012: 96,96%) of the total advances. Long-term deferred income Order advances received Order advances received from related parties (Note 4) Deferred income 31 December 2013 31 December 2012 1.124.223.301 37.801.793 1.975 1.162.027.069 995.791.348 46.148.760 28.962 1.041.969.070 Long-term order advances received consists of the advances received from 25 customers (31 December 2012: 29 customers) of which first 10 customers form 99,84% (31 December 2012: 99,64%) of the total advances. ASELSAN_FR13ENG_01-136.indd 41 5/29/14 5:43 PM 42 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 9. FIXED ASSETS Machinery and equipment 466.325.620 56.448.824 (1.597.863) 196.490 521.373.071 Vehicles 3.552.228 8.593 (26.503) 3.534.318 Land Land improvements Cost value and revaluation Opening balance as of 1 January 2013 Additions Revaluation fund Disposals Transfers Closing balance as of 31 December 2013 19.680.542 4.000.000 187.053.422 210.733.964 14.067.553 1.194.382 (18.661) 15.243.274 Buildings 145.621.719 293.096 145.914.815 Accumulated Depreciation Opening balance as of 1 January 2012 Charge for the period Disposals Transfers Closing balance as of 31 December 2013 - 6.789.474 655.962 (11.429) 7.434.007 48.106.382 4.980.945 53.087.327 285.285.614 30.766.458 (1.492.927) (67) 314.559.078 2.516.695 391.102 (26.503) 2.881.294 210.733.964 7.809.267 92.827.488 206.813.993 653.024 Net book value as of 31 December 2013 Includes the mould model devices manufactured by the Group with net book value of TL 17.889.997 (31 December 2012: TL 14.267.299). The finance expenses capitalized in the current period is TL 4.658.230 and capitalized foreign exchange loss is TL 17.082.807 (31 December 2012: Finance expense amounting to TL 2.068.070 and foreign exchange gain TL 820.000) (Note 12). (*) (**) ASELSAN_FR13ENG_01-136.indd 42 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 43 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Furniture and fixtures 87.113.705 5.546.031 (863.325) 7.580 91.803.991 Other fixed assets (*) 39.615.189 7.088.571 501 46.704.261 66.392.027 5.676.616 (832.308) (434) 71.235.901 20.568.090 ASELSAN_FR13ENG_01-136.indd 43 Leasehold improvements 5.173.031 25.251 5.198.282 Construction in progress (**) 68.089.222 114.846.065 (79.009) (204.571) 182.651.707 Total 849.238.809 189.450.813 187.053.422 (2.585.361) 1.223.157.683 25.331.928 3.467.771 501 28.800.200 2.723.953 447.723 3.171.676 - 437.146.073 46.386.577 (2.363.167) 481.169.483 17.904.061 2.026.606 182.651.707 741.988.200 5/29/14 5:43 PM 44 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Machinery and equipment 417.601.131 47.866.251 (195.564) 1.053.802 466.325.620 Vehicles 3.659.050 285.294 (392.116) 3.552.228 Land Land improvements Cost Value Opening balance as of 1 January 2012 Additions Disposals Transfers Closing balance as of 31 December 2012 19.680.542 19.680.542 12.495.005 1.572.548 14.067.553 Buildings 145.064.985 58.400 (4.108) 502.442 145.621.719 Accumulated Depreciation Opening balance as of 1 January 2012 Charge for the period Disposals Closing balance as of 31 December 2012 - 6.166.921 622.553 6.789.474 43.101.399 5.005.805 (822) 48.106.382 260.103.818 25.334.663 (152.867) 285.285.614 2.366.299 459.291 (308.895) 2.516.695 19.680.542 7.278.079 97.515.337 181.040.006 1.035.533 Net book value as of 31 December 2012 ASELSAN_FR13ENG_01-136.indd 44 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 45 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Furniture and fixtures 80.546.215 6.076.053 (67.853) 559.290 87.113.705 Other fixed assets 34.911.404 (55.088) 4.758.873 39.615.189 61.135.751 5.267.554 (11.278) 66.392.027 20.721.678 ASELSAN_FR13ENG_01-136.indd 45 Leasehold improvements 4.717.698 98.603 356.730 5.173.031 Construction in progress 28.110.666 52.811.101 (4.005.984) (8.826.561) 68.089.222 Total 746.786.696 107.195.702 (4.720.713) (22.876) 849.238.809 21.713.054 3.643.292 (24.418) 25.331.928 1.854.398 869.555 2.723.953 - 396.441.640 41.202.713 (498.280) 437.146.073 14.283.261 2.449.078 68.089.222 412.092.736 5/29/14 5:43 PM 46 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) The breakdown of the depreciation expenses with respect to the fixed assets is as follows: 31 December 2013 465.462 5.225.753 17.950.069 22.745.293 46.386.577 Marketing expenses General administrative expenses Inventories Cost of sales 31 December 2012 530.159 4.416.103 14.656.433 21.600.018 41.202.713 Fair value measurement of the Group’s freehold land and buildings The Group’s freehold lands are stated at their revalued amounts. The fair value measurements of the Group’s freehold lands as at 31 December 2013 were performed by Yatırım Gayrimenkul Değerleme A.Ş. independent valuers not related to the Group. Yatırım Gayrimenkul Değerleme A.Ş. is authorized by Capital Markets Board and they have appropriate qualifications and recent experience in the valuation of properties in the relevant locations. The fair value of the freehold land was determined based on ”Market Comparable Approach”. Details of the Group’s freehold lands and information about the fair value hierarchy as at 31 December 2013 are as follows: Macunköy Akyurt Oğulbey Gölbek Denizli ASELSAN_FR13ENG_01-136.indd 46 31 December 2013 131.213.964 72.140.000 7.165.000 200.000 15.000 210.733.964 Fair value as a date of 31 December 2013 Level 1 TL Level 2 TL - Level 3 TL 131.213.964 72.140.000 7.165.000 200.000 15.000 210.733.964 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 47 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 10. INTANGIBLE ASSETS Other intangible assets (*) Total Rights Development Costs Cost Values Opening balance as of 1 January 2013 Additions Disposals Closing balance as of 31 December 2013 18.185.015 25.858 (5.476) 18.205.397 337.190.061 113.815.180 (15.981.345) 435.023.896 50.346.071 10.115.010 (964) 60.460.117 405.721.147 123.956.048 (15.987.785) 513.689.410 Accumulated Amortization Opening balance as of 1 January 2013 Charge for the period Disposals Closing balance as of 31 December 2013 Net book value as of 31 December 2013 17.971.864 69.289 (5.476) 18.035.677 169.720 50.791.899 28.225.653 (3.311.932) 75.705.620 359.318.276 39.269.887 7.871.545 (964) 47.140.468 13.319.649 108.033.650 36.166.487 (3.318.372) 140.881.765 372.807.645 Other intangible assets (*) Total (*) Other intangible assets include computer software licenses. Rights Development Costs Cost Values Opening balance as of 1 January 2012 Additions Disposals Transfers Closing balance as of 31 December 2012 18.185.015 18.185.015 194.050.788 149.757.904 (6.618.631) 337.190.061 40.948.728 9.462.372 (87.905) 22.876 50.346.071 253.184.531 159.220.276 (6.706.536) 22.876 405.721.147 Accumulated Amortization Opening balance as of 1 January 2012 Charge for the period Disposals Closing balance as of 31 December 2012 Net book value as of 31 December 2012 17.906.747 65.117 17.971.864 213.151 30.855.811 19.936.512 (424) 50.791.899 286.398.162 32.221.716 7.079.530 (31.359) 39.269.887 11.076.184 80.984.274 27.081.159 (31.783) 108.033.650 297.687.497 (*) Other intangible assets include computer software licenses. ASELSAN_FR13ENG_01-136.indd 47 5/29/14 5:43 PM 48 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) The breakdown of amortization expenses related to intangible assets is as follows: Marketing, sales and distribution expenses General administrative expenses R&D expenses Inventories Cost of sales 31 December 2013 11.756 2.804.097 28.231.991 2.922.900 2.195.743 36.166.487 31 December 2012 151.049 2.690.676 19.936.833 2.401.721 1.900.880 27.081.159 11. GOVERNMENT GRANTS AND INCENTIVES The deferred incentive income shown under short and long-term liabilities in the consolidated statement of financial position is as follows: Current government grants and incentives Non-current government grants and incentives 31 December 2013 11.280.034 1.878.514 13.158.548 31 December 2012 7.433.936 785.936 8.219.872 Government grants shows the unearned proportion of the grant after the costs related with the completed parts of the projects are deducted from the grants taken by the Group for the ongoing projects that was obtained as of the balance sheet date. The incentive obtained consists of the incentives that are accrued in accordance with TÜBİTAK’s R&D recognition letter prepared with respect to the Group’s ongoing projects. The Group obtains capital support from “Support and Price Stabilization Fund” of Central Bank of Turkey via Undersecretariat of Foreign Trade’s consent. The Scientific and Technological Research Council of Turkey (TÜBİTAK) and Technology Development Foundation of Turkey (TTGV) act as intermediary in accordance with Communiqué No:98/10 published by the Money-Loans and Coordination Board. The R&D expenditure deduction rate used as a tax benefit has been increased from 40% to 100% in accordance with the amended article 10 of the Tax Law numbered 5520 as a result of the amendment in article 35 of Law No. 5746 with respect to the Support of R&D Activities. The aforementioned law was enacted as of April 2008 after its issue in the Official Gazette dated 12 March 2008, numbered 26814. R&D expenditure may be used as a tax deduction in the determination of the taxable income. If taxable income levels are not sufficient to absorb all available tax deductions, any unused R&D tax deduction is allowed to be carried forward to the next tax period. According to the item No.8 of the related law, all the costs related with R&D can be subjected to deduction until 31 December 2023. In accordance with Teknokent Law numbered 4691, Group utilizes withholding income tax incentive, social security premium incentive and stamp tax exceptions. Such incentives are utilized through not paying withholding income tax incentive, social security premium incentive and stamp tax exceptions calculated based on R&D and software personnel payroll. Income generated in accordance with Technology Development Zone Law numbered 4691 is exempt from corporate income tax until 31 December 2023. ASELSAN_FR13ENG_01-136.indd 48 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 49 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 12. BORROWING COSTS As of 31 December 2013 total borrowing cost regarding the assets that necessarily take a substantial period of time to get ready for their intended use or sale is TL 21.741.037 (31 December 2012: 2.888.070) (Note 9). Foreign currency exchange loss related to the investment loan received from Undersecretariat for Defense Industries (“UDI”) amounting to USD 65 Million (2011: USD 40 Million, 2013: USD 25 Million) is recognized under the balance sheet in accordance with the limits defined by TAS 23 “Borrowing Costs”. If foreign currency exchange loss exceeds this limit, it will be recognized in the statement of profit or loss. In the current period, total amount of the foreign currency exchange loss related with USD 40 Million portion of UDI loan is capitalized since the amount is within the capitalization ceiling as of 31 December 2013. Related with USD 25 Million portion of the UDI loan, since the total amount of the foreign currency exchange loss exceeded the capitalization ceiling, loss amounting to TL 5.695.193 is recognized in the statement of profit or loss for the year ended 31 December 2013. 13. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES a) Provisions 31 December 2013 31 December 2012 9.238.648 445.573 72.626.865 1.386.218 4.135.875 1.140.291 88.973.470 11.738.479 846.568 57.925.813 2.101.899 3.321.929 829.566 76.764.254 Other short-term provisions Provision for delay penalties and fines Provision for lawsuits Provision for guarantee expenses Provision for expenses related to costing Provision for insurance expense Other The movement of the provision for delay penalties and fines is as follows: Opening balance Provision for the period Provision released (-) Closing balance ASELSAN_FR13ENG_01-136.indd 49 1 January-31 December 2013 1 January-31 December 2012 11.738.479 9.997.244 9.392.825 1.996.180 (11.892.656) (254.945) 9.238.648 11.738.479 5/29/14 5:43 PM 50 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) The movement of the provision for lawsuits is as follows: Opening balance Provision for the period Provision released (-) Closing balance 1 January-31 December 2013 1 January-31 December 2012 846.568 1.062.588 95.486 165.000 (496.481) (381.020) 445.573 846.568 The movement of the provision for guarantee expenses is as follows: Opening balance Provision for the period Provision released Closing balance 1 January-31 December 2013 1 January-31 December 2012 57.925.813 53.341.666 52.765.333 40.621.741 (38.064.281) (36.037.594) 72.626.865 57.925.813 31 December 2013 31 December 2012 2.850.210 9.039.061 Other long-term provisions Provision for delay penalties and fines The movement of the provision for delay penalties and fines is as follows: Opening balance Provision released Closing balance ASELSAN_FR13ENG_01-136.indd 50 1 January-31 December 2013 1 January-31 December 2012 9.039.061 11.128.448 (6.188.851) (2.089.387) 2.850.210 9.039.061 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 51 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) b) Lawsuits As of 31 December 2013 and 31 December 2012, according to the declarations written by the legal counselors, the lawsuits and executions in favor of and against the Group are as follows: Description a) b) c) d) e) Ongoing lawsuits filed by the Group Execution proceedings carried on by the Group Ongoing lawsuits filed against the Group Lawsuits finalized in favor of the Group within the period Lawsuits finalized against the Group within the period 31 December 2013 31 December 2012 3.757.739 5.048.050 445.573 1.019.456 430.231 4.636.063 3.231.786 846.568 212.000 100.000 31 December 2013 1.388.066 567.030.787 17.630.657 3.773.895 6.000 64.460 599.600 590.493.465 31 December 2012 1.291.900 485.747.109 29.917.770 3.518.112 6.000 57.639 739.600 521.278.130 14. COMMITMENTS AND CONTINGENCIES a) Letters of guarantees received Letters of guarantees received from the customers Letters of guarantees received from the suppliers Collaterals received from the customers Collaterals received from the suppliers Cheques received from the customers Cheques received from the suppliers Mortgages received from the customers ASELSAN_FR13ENG_01-136.indd 51 5/29/14 5:43 PM 52 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) b) Deposits and guarantees given The collaterals/pledges/mortgages (“CPM”) given by the Group as of 31 December 2013 and 31 December 2012 is as follows: 31 December 2013 A. Total amount of CPM given on behalf of the legal entity - Collateral - Pledge - Mortgage B. Total amount of CPM given on behalf of the subsidiaries included in full consolidation - Collateral - Pledge - Mortgage C. Total amount of CPM given to maintain operations and collect payables from third parties - Collateral - Pledge - Mortgage D. Total amount of other CPM given i. Total Amount of CPM on behalf of the main partner - Collateral - Pledge - Mortgage ii. Total amount of CPM given on behalf of other group companies that do not cover B and C - Collateral - Pledge - Mortgage iii. Total amount of CPM on behalf of third parties that do not cover C. - Collateral - Pledge - Mortgage Total TL Equivalent TL US Dollars 5.248.241.056 - 739.909.613 - 1.368.123.658 - 53.357.500 - - 25.000.000 - - - - - - - 988.000 - 988.000 - - 5.302.586.556 740.897.613 1.393.123.658 The ratio of the given other CPM to the Group’s equity as of 31 December 2013 is 0,06%. ASELSAN_FR13ENG_01-136.indd 52 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 53 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) EURO UAE Dirham Polish Zloty Indian Rupee British Pound 501.172.743 - 26.759.651 - 2.424.322 - 79.694.000 - 27.562.855 - - - - - - - - - - - - - - - - - - - - - 501.172.743 26.759.651 2.424.322 79.694.000 27.562.855 ASELSAN_FR13ENG_01-136.indd 53 5/29/14 5:43 PM 54 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 31 December 2012 A. Total amount of CPM given on behalf of the legal entity - Collateral - Pledge - Mortgage B. Total amount of CPM given on behalf of the subsidiaries included in full consolidation - Collateral - Pledge - Mortgage C. Total amount of CPM given to maintain operations and collect payables from third parties - Collateral - Pledge - Mortgage D. Total amount of other CPM given i. Total Amount of CPM on behalf of the main partner - Collateral - Pledge - Mortgage ii. Total amount of CPM given on behalf of other group companies that do not cover B and C - Collateral - Pledge - Mortgage iii. Total amount of CPM on behalf of third parties that do not cover C. - Collateral - Pledge - Mortgage Total TL Equivalent TL US Dollars 4.106.239.271 - 564.351.344 - 1.317.424.829 - 44.565.000 - - 25.000.000 - - - - - - - 438.000 - 438.000 - - 4.151.242.271 564.789.344 1.342.424.829 The ratio of the given other CPM to the Group’s equity as of 31 December 2012 is 0,03%. ASELSAN_FR13ENG_01-136.indd 54 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 55 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) EURO UAE Dirham Polish Zloty Indian Rupee 500.206.017 - 26.759.651 - 2.424.322 - 82.006.151 - - - - - - - - - - - - - - - - - 500.206.017 26.759.651 2.424.322 82.006.151 ASELSAN_FR13ENG_01-136.indd 55 5/29/14 5:43 PM 56 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 15. EMPLOYMENT BENEFITS a) Payables for employment benefits Due to personnel Social security premiums payable Taxes and funds payable 31 December 2013 2.168.590 9.565.489 7.492.520 19.226.599 31 December 2012 1.768.168 8.159.366 6.157.532 16.085.066 31 December 2013 25.395.640 31 December 2012 18.656.924 b) Short-term provisions for employment benefits Provision for annual leave and overtime The movement of the provision for annual leave and overtime is as follows: Opening balance Provision released Provision for the period Closing balance 1 January-31 December 2013 1 January-31 December 2012 18.656.924 13.993.659 (11.023.503) (9.044.374) 17.762.219 13.707.639 25.395.640 18.656.924 c) Long-term provisions for employment benefits Provision for severance pay Provision for retirement pay 1 January-31 December 2013 1 January-31 December 2012 97.341.311 94.969.281 9.726.504 9.465.151 107.067.815 104.434.432 The movement for provisions for severance and retirement pays is as follows: Opening balance Actuarial gain/loss Cost of service Interest cost Severance and retirement benefits paid Closing balance 1 January-31 December 2013 1 January-31 December 2012 104.434.432 73.537.472 (11.637.395) 16.469.895 6.469.027 32.300.065 13.552.787 (12.953.148) (5.751.036) (4.919.852) 107.067.815 104.434.432 Retirement pay provisions: Under the Turkish Labor Law, the Group is required to pay employment termination benefits to each employee who has qualified for such payment. Also, employees are required to be paid their retirement pay who retired by gaining right to receive according to in accordance with the provisions set out in law no: 2422 issued at 6 March 1981, law no: 4447 issued at 25 August 1999 and the amended Article 60 of the existing Social Insurance Law No: 506. Some transitional provisions related to the pre-retirement service term were excluded from the law since the related law was amended as of 23 May 2002. The amount payable consists of one month’s salary limited to a maximum of TL 3.254,44 (31 December 2012: TL 3.033,98) for each period of service at 31 December 2013. Ceiling for retirement pay is revised semi-annually. Ceiling amount of TL 3.438,22 which is in effect since 1 January 2014 is used in the calculation of Group’s provision for retirement pay liability. ASELSAN_FR13ENG_01-136.indd 56 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 57 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) The liability is not funded, as there is no funding requirement. The provision has been calculated by estimating the present value of the future probable obligation of the Group arising from the retirement of employees. TAS 19 (“Employee Benefits”) requires actuarial valuation methods to be developed to estimate the entity’s obligation under defined benefit plans. Accordingly, the following actuarial assumptions were used in the calculation of the total liability: Interest rate (%) Inflation rate (%) Discount ratio (%) Estimation of probability of retirement ratio (%) 31 December 2013 10,07 6,37 3,48 98,92 31 December 2012 7,25 5,00 2,14 99,09 31 December 2013 156.974.183 8.145.372 234.325 358.294 18.805.762 384.646 184.902.582 31 December 2012 143.136.419 10.344.366 1.139.471 281.869 19.361.643 339.819 174.603.587 16. OTHER ASSETS AND LIABILITIES a) Other current assets VAT carried forward Other VAT Prepaid taxes and funds Job advances given Blocked deposits (**) Other (*) To the taxpayers (Contractor/the Group) who deliver goods and give services to the Natural Security Institutions (such as MOD and UDI) that are to be approved by the customers (contacting authority) in terms of content and nature, Value Added Tax (VAT) is being exempted as of 1 March 2009 in accordance with General Declaration on Value Added Tax with the Serial Number 112 in the Official Gazette as of 12 February 2009. These amounts are usually not collected, but they are offset with other tax liabilities. (**) These amounts consist of the blocked deposits related to 1007 and the European Union projects. (*) b) Other non-current assets Prepaid taxes and funds c) Other current liabilities Taxes and funds payable Other ASELSAN_FR13ENG_01-136.indd 57 31 December 2013 4.654.744 31 December 2012 2.523.856 31 December 2013 2.814.105 83.168 2.897.273 31 December 2012 3.778.203 26.409 3.804.612 5/29/14 5:43 PM 58 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 17. SHARE CAPITAL AND OTHER EQUITY ITEMS Capital Shareholders TAFF Other shareholder (Axa Sigorta A.Ş.) Quoted in stock exchange Nominal capital Share capital adjustment Inflation adjusted capital Share (%) 31 December 2013 84,58 422.912.812 0,12 15,30 100 577.846 76.509.342 500.000.000 98.620.780 598.620.780 Share (%) 31 December 2012 84,58 422.912.812 0,12 15,30 100 577.846 76.509.342 500.000.000 98.620.780 598.620.780 The Group’s nominal capital is TL 500.00.000 that consists of 50.000.000.000 shares each of which is 1 kuruş (1% of 1 Turkish Lira). A total of 30.272.727.273 of the shares consists of Group A and 19.727.272.727 of the shares consists of Group B shares. All of the shares are nominative. 6 member of the Board of Directors are assigned from the holders of nominative Group A type shareholders or from the ones nominated by Group A type shareholders. Moreover, when new shares are issued the proportion of nominative Group A shares prevalent in the issued capital are preserved. In accordance with the CMB’s requirements, except for Independent members of the Board of Directors, Group A shares are nominative and Members of the Board are assigned from the holders of A type shareholders or from the ones nominated by A type shareholders. Restricted profit reserves The legal reserves consist of first and second legal reserves, appropriated in accordance with the TCC. The first legal reserve is appropriated out of historical statutory profits of the prior year at the rate of 5% per annum, until the total reserve reaches 20% of the historical paid-in share capital. After the 5% of the dividend is paid to shareholders, 10% of the total distributed to shareholders and employees can be added in general legal reserve. As of 31 December 2013, The Group’s restricted reserves set aside from profit consists of the legal reserves. The total of the Group’s legal reserves are TL 69.677.755 (31 December 2012: TL 52.071.680). Retained Earnings Accumulated profits apart from the net profit for the year and extraordinary reserves which is accumulated profit by nature are shown under the retained earnings. As of 31 December 2013 the extraordinary reserves balance presented in retained earnings is TL 508.504.057 (31 December 2012: TL 359.696.952). According to the statutory records, the Company’s profit for the year is TL 79.566.382 TL (31 December 2012: TL 244.902.216) and its other funds available for profit distribution is TL 521.044.181 (31 December 2012: TL 364.393.120). The details of funds is as follows: Capital reserves and ve extraordinary reserves 31 December 2013 521.044.181 31 December 2012 364.393.120 Profit distribution As of 29 March 2013 Annual Meeting, in accordance with the consolidated financial statements, the General Assembly of the Company has decided to allocate capital reserve amounting to TL 17.595.111 of the TL 306.378.584 which is based on the profit distribution, and to distribute TL 78.500.000 in cash to shareholders for dividend payment by leaving the amount of TL 210.283.473 within the Group. Thus, the cash dividend amount for 1 TL nominal value per share is TL 0,157 (31 December 2012: TL 0,093). Besides, as of 3 April 2013 AselsanNet Annual Meeting, General Assembly of the company has decided to distribute dividend amounting to TL 50.000. As a result total amount of the funds remaining within the Group after profit distribution and transfers is TL 197.057.557 (31 December 2012: TL 104.857.942) ASELSAN_FR13ENG_01-136.indd 58 5/29/14 5:43 PM Financial Information ASELSAN 2013 Annual Report 59 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) The dividend paid to shareholders during 2013 is TL 0,157 per 100 shares (total dividend paid is TL 78.500.000) (2012: TL 0,093 per 100 shares, total dividend paid TL 46.456.739). The Group Management plans to distribute a dividend of TL 0,05 per 100 shares with the Board of Members Minute dated 5 March 2014 with respect to the current year. This dividend payment will be subject to the shareholders’ approval in the General Assembly, and it has not been recognized as a liability in the financial statements yet. Total expected dividend to be paid is TL 25.000.000. 18. SALES REVENUE AND COST OF SALES a) Sales Revenue Domestic sales Export sales Other revenues Sales returns (-) Sales discounts (-) Other discounts (-) 1 January-31 December 2013 1.773.479.945 398.126.535 1.388.349 (541.838) (892.138) (135.557) 2.171.425.296 1 January-31 December 2012 1.362.700.772 271.984.690 542.235 (1.247.670) (1.067.402) (16.258) 1.632.896.367 b) Cost of Sales (-) Cost of raw materials used Personnel expenses Production overheads Provision for project guarantee, delay and losses Change in work in progress Change in finished goods Development expenses (*) Cost of services given Cost of merchandise goods sold Cost of other sales 1 January-31 December 2013 609.698.452 80.606.786 94.176.117 53.220.440 (67.088.288) (4.349.520) 583.051.423 93.941.713 18.072.977 151.311.053 1.612.641.153 1 January-31 December 2012 606.580.057 64.786.741 76.833.732 12.399.228 (32.555.154) 4.777.998 394.738.961 69.952.622 7.267.250 29.803.373 1.234.584.808 (*) Development expenses consist of raw material, design, personnel, amortization and depreciation expenses. 19. CONSTRUCTION CONTRACTS Construction costs incurred plus recognized profits less recognized losses to date Less: earned allowances Total Amounts due from customers under construction contracts (Note 5) Amounts due to customers under construction contracts (Note 5) ASELSAN_FR13ENG_01-136.indd 59 31 December 2013 31 December 2012 5.229.103.266 (4.871.826.507) 357.276.759 3.795.068.027 (3.532.086.783) 262.981.244 449.704.930 382.692.740 (92.428.171) 357.276.759 (119.711.496) 262.981.244 5/29/14 5:44 PM 60 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 20. GENERAL ADMINISTRATIVE EXPENSES, MARKETING EXPENSES, R&D EXPENSES General administrative expenses (-) Marketing expenses (-) R&D expenses (-) 1 January-31 December 2013 1 January-31 December 2012 (103.256.327) (95.892.522) (38.427.719) (38.222.739) (63.852.597) (63.894.076) (205.536.643) (198.009.337) a) General administrative expenses (-) Personnel expenses Depreciation and amortization expenses Maintenance and repair expenses Electricity expenses Personnel transportation expenses Course and seminar expenses Insurance expenses Consultancy expenses Personnel meal expenses Furniture and fixture expenses Expertise expenses Rent expenses Other 1 January-31 December 2013 1 January-31 December 2012 (74.537.509) (67.469.122) (8.029.850) (7.106.779) (1.389.436) (1.921.208) (3.798.160) (3.483.458) (1.582.146) (1.508.462) (482.943) (615.228) (1.358.453) (1.144.595) (94.560) (1.282.276) (871.423) (855.859) (162.877) (243.135) (1.389.843) (1.089.724) (1.301.178) (1.140.352) (8.257.949) (8.032.324) (103.256.327) (95.892.522) b) Marketing expenses (-) Personnel expenses Stamp duty expenses Overseas travel expenses Exhibition expenses Shipping and delivery expenses Advertising expenses Insurance expenses Commission expenses Depreciation and amortization expenses Packaging expenses Domestic travel expenses Specimen expenses Electricity expenses Maintenance and repair expenses Agency and entertainment expenses Personnel transportation expenses Rent expenses Other ASELSAN_FR13ENG_01-136.indd 60 1 January-31 December 2013 1 January-31 December 2012 (12.527.664) (13.639.439) (4.532.307) (6.183.853) (1.362.469) (2.120.903) (4.634.572) (2.012.266) (3.317.086) (1.464.806) (1.713.123) (1.547.250) (431.919) (477.273) (4.121.389) (3.930.913) (477.218) (681.208) (600.948) (604.358) (454.943) (408.509) (685.516) (641.981) (420.126) (384.440) (213.690) (268.473) (469.885) (274.676) (239.533) (262.196) (183.764) (187.362) (2.041.567) (3.132.833) (38.427.719) (38.222.739) 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 61 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) c) R&D expenses (-) Equipment costs Personnel expenses Depreciation and amortization expenses Other 1 January-31 December 2013 1 January-31 December 2012 (7.837.429) (6.551.968) (24.582.472) (29.449.559) (28.231.991) (19.936.833) (3.200.705) (7.955.716) (63.852.597) (63.894.076) 21. OTHER OPERATING INCOME AND EXPENSES a) Other operating income Foreign currency exchange gains from activities (*) Discount income Interest income Provisions released Insurance income for damages Income from letter of guarantees and interest income due to delays (**) Non-cost material income Income from personnel Other income (*) 1 January-31 December 2013 1 January-31 December 2012 301.137.588 264.404.392 3.695.019 1.290.165 7.317.219 12.883.616 496.481 381.020 307.220 626.506 92.037 864.854 522.807 2.663.649 317.096.874 21.023.053 1.646.250 309.362 3.162.887 305.727.251 Mainly consists of the foreign currency exchange valuation of advances received and advances given denominated in foreign currencies. The amount of 2012 includes the liquidation of the letter of guarantees and interest income of delay due to the result of the cancellation of a sub-contractor contract. (**) b) Other operating expense Foreign currency exchange losses from activities (*) Discount expense Grants and donations (**) Damage expense Special communication tax Other expense and losses (*) 1 January-31 December 2013 1 January-31 December 2012 (489.560.851) (232.864.956) (3.154.482) (3.221.052) (3.709.616) (254.207) (231.487) (24.994) (147.692) (2.316.356) (3.426.839) (495.310.890) (243.601.642) Mainly consists of the foreign currency exchange valuation of advances received and advances given denominated in foreign currencies. 2012 donation amount consists of the construction expenses of Aselsan primary school in VAN-Erciş. (**) 22. INCOME FROM INVESTING ACTIVITIES Gain on sale of securities Dividend income 1 January-31 December 2013 1 January-31 December 2012 540.164 10.369.803 3.225.094 10.369.803 3.765.258 23. FINANCIAL INCOME Foreign currency exchange gain from bank loans ASELSAN_FR13ENG_01-136.indd 61 1 January-31 December 2013 1 January-31 December 2012 6.536.436 14.228.072 5/29/14 5:44 PM 62 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 24. FINANCIAL EXPENSES Foreign currency exchange losses from bank loans Short-term borrowing expense Long-term borrowing expense 1 January-31 December 2013 1 January-31 December 2012 (36.719.273) (6.877.282) (6.105.776) (1.783.495) (1.770.149) (1.568.995) (44.595.198) (10.229.772) 25. ANALYSIS OF OTHER COMPREHENSIVE INCOME ITEMS Revaluation funds 31 December 2013 177.532.454 Fixed assets revaluation fund 31 December 2012 - Fixed assets revaluation fund: Opening balance Fixed asset revaluation increases Deferred tax on revaluation Closing balance 1 January-31 December 2013 1 January-31 December 2012 186.876.267 (9.343.813) 177.532.454 - The fixed asset revaluation reserve arises on the revaluation of lands and properties. When revalued lands or properties are sold, the portion of the fixed asset revaluation reserve that relates to that asset is transferred directly to retained earnings. 26. INCOME TAXES Corporate tax liabilities: Current corporate tax provision Less: Prepaid taxes and funds 31 December 2013 31 December 2012 735.616 (254.712) 480.904 656.430 (352.155) 304.275 1 January-31 December 2013 1 January-31 December 2012 Tax income: Current corporate tax expense Deferred tax income Tax effects related to components of Other Comprehensive Income Gains on revaluation of fixed assets (*) Actuarial gains and losses on defined benefit plans Other comprehensive income in the period (*) (735.616) 91.938.025 91.202.409 1 January-31 December 2013 Amount Tax before tax income/expense 186.876.267 (9.352.671) 11.637.395 (2.327.479) 198.513.662 (11.680.150) (656.430) 37.381.897 36.725.467 Net of tax amount 177.523.596 9.309.916 186.833.512 Revaluation of fixed assets is realized in 2013, no revaluation was made in 2012. ASELSAN_FR13ENG_01-136.indd 62 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 63 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 1 January-31 December 2013 Amount Tax before tax income/expense (16.469.895) 3.293.979 (16.469.895) 3.293.979 Tax effects related to components of Other Comprehensive Income Actuarial gains and losses on defined benefit plans Other comprehensive income in the period Tax recognized directly in equity Deferred tax Directly recognized in equity: - Revaluation on fixed assets - Actuarial income/expense Deferred tax recognized directly in equity Net of tax amount (13.175.916) (13.175.916) 1 January-31 December 2013 1 January-31 December 2012 (9.352.671) (2.327.479) (11.680.150) 3.293.979 3.293.979 Corporate tax The Group is subject to Turkish corporate taxes. Provision is made in the accompanying consolidated financial statements for the estimated change based on the Group’s results for the year. Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, provisions for taxes, as reflected in the accompanying consolidated financial statements, have been calculated on a separate entity bases. Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding back non-deductible expenses, and by deducting dividends received from resident companies, other exempt income and investment incentives utilized. The effective tax rate in 2013 is 20% (2012: 20%) for the Group. In Turkey, advance tax returns are filed on a quarterly basis. Advance corporate income tax rate applied in 2013 is 20%. (2012: 20%). Losses can be carried forward for offset against future taxable income for up to 5 years. However, losses cannot be carried back for offset against profits from previous periods. Furthermore, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns between 1-25 April following the close of the accounting year to which they relate. Tax authorities may, however, examine such returns and the underlying accounting records and may revise assessments within five years. Income withholding tax In addition to corporate taxes, companies should also calculate income withholding taxes on any dividends distributed, except for companies receiving dividends who are resident companies in Turkey and Turkish branches of foreign companies. The rate of income withholding tax is 10% between 24 April 2003 and 22 July 2006. This rate was changed to 15% commencing from 23 July 2006 with the Cabinet Decision 2206/10731. Undistributed dividends incorporated in share capital are not subject to income withholding taxes. ASELSAN_FR13ENG_01-136.indd 63 5/29/14 5:44 PM 64 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Deferred tax The Group recognizes deferred tax assets and liabilities based upon temporary differences arising between its financial statements as reported for TFRS purposes and its statutory tax financial statements. These differences usually result in the recognition of revenue and expenses in different reporting periods for TFRS and tax purposes and they are given below. For calculation of deferred tax asset and liabilities, the rate of 20% (2012: 20%) is used. In Turkey, the companies cannot declare a consolidated tax return, therefore subsidiaries that have deferred tax asset position were not netted off against subsidiaries that have deferred tax liabilities position and disclosed separately. The details of deferred tax assets and liabilities of the Group are as follows: Deferred tax assets: Discount on receivables Costs and provision for expected losses of construction contracts Provision for doubtful receivables Impairment provision for inventory Provision for delay penalties and fines Provision for guarantee expenses Provision for severance pay Provision for retirement pay Provision for annual leave and overtime Provision for lawsuits Accumulated Losses Accumulated R&D incentive Other 31 December 2013 (607.197) (300.837.333) (288.096) (1.575.946) (2.400.107) (14.525.373) (19.468.262) (1.945.301) (5.079.128) (27.047) (1.525.204) (206.108.738) (150.931) 31 December 2012 (302.229) (235.868.013) (240.713) (1.604.512) (2.117.197) (11.585.164) (18.993.856) (1.893.030) (3.731.385) (22.200) (955.573) (107.820.011) (57.453) Deferred tax liabilities: Discount on payables Adjustment of progress payments for long-term construction contracts Adjustment on inventories Depreciation of fixed assets / amortization of intangible assets Fixed assets revaluation fund Other 31 December 2013 567.304 31 December 2012 156.900 314.891.593 163.022 16.701.445 9.352.671 - 236.972.464 163.720 15.290.845 2.654 (554.538.663) 341.676.035 (212.862.628) (385.191.336) 252.586.583 (132.604.753) Deferred tax assets Deferred tax liabilities Deferred tax assets - net The Group realized deferred tax assets amounting to TL 206.108.738 (31 December 2012: TL 107.820.011) on the R&D expenses amounting to TL 1.030.543.690 (31 December 2012: TL 539.100.055) in accordance with Law No: 5746 about supporting R&D activities as disclosed in Note 11. ASELSAN_FR13ENG_01-136.indd 64 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 65 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) The Group realized tax assets amounting to TL 1.525.204 (31 December 2012: TL 955.573) on tax deductible losses of Mikes amounting to TL 7.626.018 (31 December 2012: TL 4.777.864). 1 January-31 December 2013 1 January-31 December 2012 Movement of deferred tax (assets)/liabilities: Opening balance as of 1 January Realized in the income statement Realized in equity 132.604.753 91.938.025 (11.680.150) 212.862.628 91.928.877 37.381.897 3.293.979 132.604.753 1 January-31 December 2013 1 January-31 December 2012 Tax reconciliations: Profit before tax from continuing operations Income tax rate Tax at the domestic income tax rate of 20 % Tax effects of: - revenue that is exempt from taxation - expenses that are not deductible in determining taxable profit - R&D incentives and other income exempt from taxation - effect of other adjustments Tax income recognized in profit or loss 147.344.525 270.191.389 20% 20% 29.468.905 54.038.278 (4.862.196) (2.734.509) 2.361.904 3.855.961 (117.541.223) (3.777.105) (90.038.723) (1.846.474) (91.202.409) (36.725.467) 27. EARNINGS PER SHARE 1 January-31 December 2013 1 January-31 December 2012 Common stock (*) Net profit - TL Earnings per 100 shares - TL 50.000.000.000 238.081.489 0,48 50.000.000.000 306.378.584 0,61 The current number of shares after the capital increase which was financed by the internal sources is used while calculating the earnings per share in order to be comparable with the current period. (*) ASELSAN_FR13ENG_01-136.indd 65 5/29/14 5:44 PM 66 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 28. FINANCIAL INSTRUMENTS Financial Investments Non-current financial investments Financial Investments Valued at Cost That do not have a Quoted Market The details of the Group’s investments and share percentages of subsidiaries, joint ventures and associates are as follows: Company Name Aselsan Bakü Roketsan Roket Sanayii ve Ticaret A.Ş. Mikroelektronik Ar-Ge Tasarım ve Ticaret Ltd. Şti. Aspilsan A.Ş. Havaalanı İşletme ve Havacılık End. A.Ş. Aselsan Kazakhstan Engineering LLP IGG Aselsan Integrated Systems LLC Aselsan Middle East PSC LTD Ratio (%) 100 14,897 85 1 <1 49 49 49 31 December 2013 3.059.234 5.141.213 624.714 147.462 86.953 388.023 42.837 3.233.774 12.724.210 Ratio (%) 100 14,897 85 1 <1 49 49 49 31 December 2012 3.059.234 5.141.213 624.714 147.462 86.953 388.023 42.837 2.527.126 12.017.562 The above available-for-sale equity investments amounting to TL 12.724.210 (31 December 2012: TL 12.017.562) do not have a quoted market value and their fair values cannot be reliably measured as the range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot be reasonably assessed. For this reason they are stated at cost less provision for diminution in value, if any. Financial liabilities 31 December 2013 31 December 2012 156.356.529 206.323.350 22.713.765 564.806 119.053 93.312 870.232 4.465.208 Total short-term financial liabilities 180.059.579 211.446.676 Other long-term financial liabilities Long-term financial leasing liabilities 173.039.549 187.863 113.764.741 252.761 Total long-term financial liabilities 173.227.412 114.017.502 Total financial liabilities 353.286.991 325.464.178 Short-term financial liabilities Current portion of long-term financial liabilities Current portion of long-term financial leasing liabilities Other short-term financial liabilities ASELSAN_FR13ENG_01-136.indd 66 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 67 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) As of 31 December 2013, short-term financial liabilities amounting to TL 9.905.861 consist of interest free loans provided received for Social Security Institution (SGK) payments with a maturity of January 2014. Current financial liabilities amounting to USD 59.916.913 (TL 82.891.410) consist of Preshipment Export Loan with the maturities vary between the 5-8 months and with interest rates vary between 1,34%-1,37%. The remaining current financial liability amounting TL 18.570.000 was received for short-term financial requirements of the Group with interest rates vary between 8,60%9.25%. Major part of the current portion of the long-term borrowings is composed of the principle amount of USD 8.000.000 with a maturity of August 2014 related to the loan amounting USD 40.000.000 with an interest rate of 2,1% and the principle amount of USD 1.900.000 with a maturity of October 2014 related to the loan amounting USD 25.000.000 with an interest rate of 3,5%. Both loans are obtained from Undersecretariat for Defense Industries. As of 31 December 2013, USD 1.164.567 (TL 2.485.535) of the other current and non-current term financial liabilities consist of the interest free borrowings obtained from Technology Development Foundation of Turkey (TTGV). TL 504.296 of the other financial liabilities was drawn for entity’s fund requirements with an interest rate of 3,5% and daily maturity. The major part of the remaining current and non-current financial liabilities is composed of the loan obtained from Undersecretariat for Defense Industries amounting USD 32.000.000 with an interest rate of 2,1%, USD 25.000.000 with an interest rate of 2,1% and long-term portion amounting to USD 23.100.000 of the loan amounting to USD 25.000.000 with an interest rate of 3,5%. A letter of guarantee was given for the loan amounting USD 65.000.000 to Undersecretariat for Defense Industries. As of 31 December 2012, short-term financial liabilities amounting to TL 8.175.302 consist of interest free loans provided for Social Security Institution (SGK) payments with a maturity of January 2013. Current financial liability amounting TL 115.256.638 was drawn for the purpose of financial investment with an interest rate of 6.19% and the maturity was January 2013. The remaining current financial liabilities amounting to USD 59.350.000 and EUR 13.000.000 consist of Preshipment Export Loan with the maturities of between the 1-4 months and with an interest rate of the ranges between 1%-1,2%. As of 31 December 2012, other short-term and long-term financial liabilities amounting to USD 1.090.249 (TL 1.943.478) consist of the interest free borrowings obtained from Technology Development Foundation of Turkey (TTGV). The major part of the remaining non-current financial liabilities is composed of the loan obtained from Undersecretariat for Defense Industries amounting to USD 40.000.000 with an interest rate of 2,1. A letter of guarantee amounting to USD 40.000.000 was given for the related loan. The remaining part of the other long-term financial liabilities consists of the loan amounting to USD 25.000.000 obtained from Undersecretariat for Defense Industries with an interest rate of 3,5%. Bank loans Currency EUR TL USD Weighted average interest rate 5,57 2,00 31 December 2013 Short-term Long-term 96 70.500 28.464.047 151.595.436 173.156.912 180.059.579 173.227.412 Currency EUR TL USD Weighted average interest rate 0,98 5,71 2,14 31 December 2012 Short-term Long-term 30.572.563 123.440.402 57.433.711 114.017.502 211.446.676 114.017.502 ASELSAN_FR13ENG_01-136.indd 67 5/29/14 5:44 PM 68 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) The breakdown of the loan repayments with respect to their maturities is as follows: Within 1 year Between 1-2 years Between 2-3 years Between 3-4 years Between 4-5 years Between 5-6 years Between 6-7 years 31 December 2013 180.059.579 42.852.697 64.312.299 30.159.899 19.484.825 8.208.846 8.208.846 353.286.991 31 December 2012 211.446.676 21.626.962 35.530.121 35.530.121 7.160.889 7.160.889 7.008.520 325.464.178 The remaining part of the loan limit allocated for the Gölbaşı investment amounting USD 22.000.000 is planned to be used in 2014 with the decision of the Defense Industry Executive Committee. 29. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES a) Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The capital structure of the Group consists of debt, which includes the borrowings as explained Note 28, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The risks that are associated with every equity item together with the Group’s cost of capital are evaluated by the board of directors. Based on the recommendations of the board, the Group aims to balance its overall capital structure through the payment of dividends, new share issues and share buy-backs as well as the issue of new debt on the redemption of existing debt. The Group’s general strategy which was unchanged from 2012 and the ratio of liabilities to share capital as of 31 December 2013 and 2012 are as follows: Total liabilities Less: Cash and cash equivalents Net debt Total equity Total capital Net debt / total equity ratio 31 December 2013 2.395.489.899 (103.683.817) 2.291.806.082 1.612.485.451 3.904.291.533 59% 31 December 2012 2.058.119.180 (352.533.570) 1.705.585.610 1.266.095.591 2.971.681.201 57% b) Financial Risk Factors: The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. Risk management is carried out by a central treasury department (group treasury) under policies approved by the board of directors. Group treasury identifies, evaluates and hedges financial risks in close co-operation with the group’s operating units. ASELSAN_FR13ENG_01-136.indd 68 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 69 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Credit risk Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group is mainly working with public sector and obtaining advance payments where appropriate, both from public sector and private sector entities. Financing needs arising from new contracts are satisfied by advances received when the projects start and milestone payments during the projects. The receivables are generally from public sector and hence considered collectible. Credit exposure is controlled by counterparty limits that are reviewed and approved by the risk management committee annually. Additionally, receivables are monitored regularly to minimize the collection risk. Carrying values of the financial assets reflect the maximum exposure to credit risk. The credit risks as of 31 December 2013 is as follows: 31 December 2013 Maximum net credit risk as of the balance date (A+B+C+D) - The part of maximum risk under guarantee with collateral etc. (*) A. Net book value of financial assets that are neither past due nor impaired B. Net book value of financial assets that are past due but not impaired C. Net book value of impaired assets - Overdue (gross carrying amount) - Impairment (-) - The part of net value under guarantee with collateral etc. - Undue (gross carrying amount) - Impairment (-) - The part of net value under guarantee with collateral etc. D. Factors that include off balance sheet credit risks (*) Receivables Trade receivables Other receivables Related party Third party Related party Third party Bank deposits 171.549.926 923.433.176 32.771.269 48.938.812 122.367.255 - 19.624.323 - - - 171.549.926 908.927.418 32.771.269 48.938.812 122.367.255 - 14.505.758 2.221.896 (2.221.896) - - - - - - - - - - - - - - - - - - The guarantees consist of the letters of guarantees, checks and mortgages (Note 14). ASELSAN_FR13ENG_01-136.indd 69 5/29/14 5:44 PM 70 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Carrying values of the financial assets reflect the maximum exposure to credit risk. The credit risks as of 31 December 2012 is as follows: 31 December 2012 Maximum net credit risk as of the balance date (A+B+C+D) - The part of maximum risk under guarantee with collateral etc. (*) A. Net book value of financial assets that are neither past due nor impaired B. Net book value of financial assets that are past due but not impaired C. Net book value of impaired assets - Overdue (gross carrying amount) - Impairment (-) - The part of net value under guarantee with collateral etc. - Undue (gross carrying amount) - Impairment (-) - The part of net value under guarantee with collateral etc. D. Factors that include off balance sheet credit risks (*) Receivables Trade receivables Other receivables Related party Third party Related party Third party Bank deposits 93.846.591 677.638.973 18.730.633 24.154.083 371.782.181 - 31.955.270 - - - 93.846.591 676.283.576 18.730.633 24.154.083 371.782.181 - 1.355.397 1.985.839 (1.985.839) - - - - - - - - - - - - - - - - - - The guarantees consist of the letters of guarantees, checks and mortgages (Note 14). The aging of the overdue receivables is as follows: Overdue by 1-30 days Overdue by 1-3 months Overdue by 3-12 months Overdue by 12 months Total receivables 31 December 2013 8.887.056 4.986.160 605.529 27.013 14.505.758 31 December 2012 623.613 519.013 203.414 9.357 1.355.397 No collateral is received for the overdue receivables. ASELSAN_FR13ENG_01-136.indd 70 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 71 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Liquidity risk Board of directors has built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of non-derivative financial liabilities based on the earliest payment date. The table includes both interest and principal cash flows. The maturities of the financial liabilities determined with respect to the contracts including the expected interest payments as of 31 December 2013 is as follows: Total cash outflow More than Contractual Maturity Carrying according to contract Less than 3 3-12 1-5 Years 5 Years Analysis value (I+II+III+IV) Months (I) Months (II) (III) (IV) Non-derivative financial instruments Financial liabilities 352.980.075 361.086.089 29.641.642 153.212.545 161.814.210 16.417.692 Financial leasing liabilities 306.916 355.339 36.528 109.581 209.230 - Expected Maturity Non-derivative financial instruments Trade payables Other payables Total cash outflow Carrying according to contract Less than 3 value (I+II+III+IV) Months (I) 405.611.478 478.899 408.423.000 367.032.448 478.899 422.805 3-12 Months (II) 1-5 Years (III) More than 5 Years (IV) 28.144.878 25.576 13.245.674 30.518 - The maturities of the financial liabilities determined with respect to the contracts including the expected interest payments as of 31 December 2012 is as follows: Total cash outflow Contractual Maturity Carrying according to contract Less than 3 Analysis value (I+II+III+IV) Months (I) Non-derivative financial instruments Financial liabilities 325.118.105 329.649.600 176.812.498 Financial leasing liabilities 346.073 412.800 51.150 Expected Maturity Non-derivative financial instruments Trade payables Other payables ASELSAN_FR13ENG_01-136.indd 71 Total cash outflow Carrying according to contract Less than 3 value (I+II+III+IV) Months (I) 306.606.813 1.027.360 3-12 Months (II) 1-5 Years (III) More than 5 Years (IV) 36.038.753 102.933.675 13.864.674 69.284 292.366 3-12 Months (II) 1-5 Years (III) More than 5 Years (IV) 307.351.969 183.029.844 113.159.671 1.027.360 992.773 14.261 11.162.454 20.326 - 5/29/14 5:44 PM 72 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Market risk management The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Market risk exposures are supplemented by sensitivity analysis, and stress scenario analysis. There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk in the current year. Foreign currency risk management Foreign currency denominated transactions cause foreign currency risk. The core principle of the foreign risk management reduces to minimum foreign exchange position deficit or surplus and minimize the effect of exchange rate fluctuation. Group’s net foreign currency position is due to the operational structure of the defense industry. No derivative instruments have been used for the foreign currency risk management. FOREIGN EXCHANGE POSITION 31 December 2013 1. Trade Receivables 2a. Monetary financial assets 2b. Non- monetary financial assets 3. Other 4. Current assets (1+2+3) 5. Trade receivables 6a. Monetary trade receivables 6b. Non-monetary trade receivables 7. Other 8. Long-term assets (5+6+7) 9. Total assets (4+8) 10. Trade payables 11. Financial liabilities 12a. Other monetary financial liabilities 12b. Other non-monetary financial liabilities 13. Current liabilities (10+11+12) 14. Trade payables 15. Financial liabilities 16a. Other monetary financial liabilities 16b. Other non-monetary financial liabilities 17. Non-current liabilities (14+15+16) ASELSAN_FR13ENG_01-136.indd 72 TL Equivalent (Functional currency) 517.490.318 67.038.285 164.131.899 40.540.689 789.201.191 306.131.239 160.060.832 6.204.910 472.396.981 1.261.598.172 182.815.320 151.595.532 184.520 US Dollar 127.291.868 16.455.073 45.172.234 17.344.170 206.263.345 94.310.935 15.897.227 1.390.415 111.598.577 317.861.922 20.921.280 71.028.176 86.454 EURO 83.708.934 9.019.330 21.403.656 1.166.888 115.298.808 32.474.625 42.111.364 134.576 74.720.565 190.019.373 44.100.439 32 - Other 5.432.962 4.868.966 96.460 10.398.388 9.481.673 2.471.360 2.842.165 14.795.198 25.193.586 8.662.094 - 90.684.044 425.279.416 4.583.361 173.227.412 2.878.226 24.846.847 116.882.757 2.065.772 81.130.540 1.344.430 12.812.911 56.913.382 59.385 24.008 3.000 28.305 8.690.399 - 890.839.786 1.071.528.785 240.222.783 324.763.525 128.769.726 128.856.119 - 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 73 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) FOREIGN EXCHANGE POSITION 31 December 2013 18. Total liabilities (13+17) 19. Net asset/liability position of offbalance sheet derivative financial instruments (19a-19b) 19a. Hedged total financial assets 19b. Hedged total financial liabilities 20. Net foreign currency asset/liability (9-18+19) 21. Net foreign currency asset / liability position of monetary items (1+2a+5+6a10-11-12a-14-15-16a) 22. Fair value of derivative financial instruments used in foreign currency hedge 23. Hedged foreign currency assets 24. Hedged foreign currency liabilities 25. Exports 26. Imports TL Equivalent (Functional currency) 1.496.808.201 US Dollar 441.646.282 EURO 185.769.501 Other 8.690.399 - - - - (235.210.029) (123.784.360) 4.249.872 16.503.187 375.375.471 61.481.224 81.016.025 6.252.541 398.126.535 773.435.412 107.075.767 159.859.080 72.484.232 130.599.492 11.123.388 48.742.769 As of 31 December 2013, the Company’s financial statement prepared according to General Communiqué on Accounting System Application (GCASA), has TL 1.112.855.063 (31 December 2012: TL 839.601.463) of open position. Accompanying foreign exchange position which was prepared in accordance with CMB’s regulation is different from the foreign exchange position of the financial statement which is prepared according to GCASA. The difference is mainly due to the adjustments and classifications which are related with TAS 11 “Construction Contracts”. ASELSAN_FR13ENG_01-136.indd 73 5/29/14 5:44 PM 74 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) FOREIGN EXCHANGE POSITION 31 December 2012 1. Trade Receivables 2a. Monetary financial assets 2b. Non- monetary financial assets 3. Other 4. Current assets (1+2+3) 5. Trade receivables 6a. Monetary trade receivables 6b. Non-monetary trade receivables 7. Other 8. Long-term assets (5+6+7) 9. Total assets (4+8) 10. Trade payables 11. Financial liabilities 12a. Other monetary financial liabilities 12b. Other non-monetary financial liabilities 13. Current liabilities (10+11+12) 14. Trade payables 15. Financial liabilities 16a. Other monetary financial liabilities 16b. Other non-monetary financial liabilities 17. Non-current liabilities (14+15+16) ASELSAN_FR13ENG_01-136.indd 74 TL Equivalent (Functional currency) 308.867.574 132.143.809 158.302.828 21.949.488 621.263.699 203.090.990 161.626.292 2.025.790 366.743.072 988.006.771 85.390.517 88.006.274 159.522 US Dollar 74.817.504 25.777.276 38.456.575 10.938.361 149.989.716 72.012.858 19.831.009 254.948 92.098.815 242.088.531 10.810.475 32.219.068 89.488 EURO 74.617.074 36.636.104 37.369.154 947.409 149.569.741 28.328.091 53.695.427 663.241 82.686.759 232.256.500 26.125.252 13.000.197 - Other 20.918 36.112 1.869.101 222.746 2.148.877 8.101.698 11.577 8.113.275 10.262.152 4.681.010 - 106.178.215 279.734.528 10.442.845 114.017.502 8.989.028 27.106.598 70.225.629 5.356.396 63.961.349 5.042.650 24.592.785 63.718.234 380.377 - 23.141 4.704.151 - 751.695.395 885.144.770 259.099.522 333.459.917 122.045.999 122.426.376 2.809.013 2.809.013 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 75 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) FOREIGN EXCHANGE POSITION 31 December 2012 18. Total liabilities (13+17) 19. Net asset/liability position of offbalance sheet derivative financial instruments (19a-19b) 19a. Hedged total financial assets 19b. Hedged total financial liabilities 20. Net foreign currency asset/liability (9-18+19) 21. Net foreign currency asset / liability position of monetary items (1+2a+5+6a10-11-12a-14-15-16a) 22. Fair value of derivative financial instruments used in foreign currency hedge 23. Hedged foreign currency assets 24. Hedged foreign currency liabilities 25. Exports 26. Imports ASELSAN_FR13ENG_01-136.indd 75 TL Equivalent (Functional currency) 1.164.879.298 US Dollar 403.685.546 EURO 186.144.610 Other 7.513.164 - - - - (176.872.527) (161.597.015) 46.111.890 2.748.988 337.096.685 55.128.212 100.075.443 3.477.718 271.984.690 581.834.155 72.087.943 174.425.157 55.452.195 99.223.356 15.029.211 37.560.303 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 76 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Foreign Currency Sensitivity The Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD and the EURO. The following table details the Group’s sensitivity to a 10% increase and decrease in the US Dollars and EURO. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. This analysis includes group companies’ balance sheet items which are functional currency of the non TL. The effects of %10 changes in foreign currency rate on financial statements is as follows; Foreign currency sensitivity table 31 December 2013 Profit/Loss Equity Appreciation of Depreciation of Appreciation of Depreciation of foreign currency foreign currency foreign currency foreign currency Appreciation of US Dollars against TL by 10% 1- USD denominated net assets/liabilities 2- Hedged amount against USD risk (-) 3- Net effect of USD (1+2) (26.419.296) 26.419.296 (26.419.296) 26.419.296 Appreciation of EURO against TL by 10%: 4- EURO denominated net assets/liabilities 5- Hedged amount against EURO risk (-) 6- Net effect of EURO (4+5) - - - - 1.247.975 (1.247.975) - - 1.247.975 (1.247.975) - - Foreign currency sensitivity table 1- USD denominated net assets/liabilities 2- Hedged amount against USD risk (-) 3- Net effect of USD (1+2) 4- EURO denominated net assets/liabilities 5- Hedged amount against EURO risk (-) 6- Net effect of EURO (4+5) 31 December 2012 Profit/Loss Equity Appreciation of Depreciation of Appreciation of Depreciation of foreign currency foreign currency foreign currency foreign currency Appreciation of US Dollars against TL by 10%: (28.806.284) 28.806.284 (28.806.284) 28.806.284 Appreciation of EURO against TL by 10%: - - - - 10.844.133 (10.844.133) - - 10.844.133 (10.844.133) - - Interest rate risk management As of 31 December 2013 and 2012, since all of the loans obtained by the Group are fixed-rate loans, the Group is not exposed to significant interest rate risk. As of 31 December 2013, since the Group does not have interest bearing financial assets,(31 December 2012: null) no significant interest rate risk has been exposed. ASELSAN_FR13ENG_01-136.indd 76 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 77 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) Price risk The Group usually enters into fixed price contracts, therefore, is not exposed to any major price risk. Hierarchy of fair value The Group classifies the fair value calculations with respect to the base of the input data of each financial instrument using three levels of hierarchy. According to this, Level 1 contains the valuation techniques used for determining the market values of the financial instruments in the active market, Level 2 contains the direct and indirect valuation techniques that uses the observable current market transactions and Level 3 uses the valuation techniques without the observable current market transactions. As of 31 December 2013 and 31 December 2012, the Group’s financial assets at their fair values are as follows: 30. FINANCIAL INSTRUMENTS FAIR VALUE DISCLOSURES AND EXPLANATIONS ON HEDGE ACCOUNTING 31 December 2013 Financial assets Cash and cash equivalents Blocked deposits Financial investments Trade receivables Financial liabilities Borrowings Trade payables Other payables 31 December 2012 Financial assets Cash and cash equivalents Blocked deposits Financial investments Trade receivables Financial liabilities Borrowings Trade payables Other payables (*) Financial assets at fair value Loans and receivables (including cash and cash equivalents) - - - 103.683.817 18.805.762 1.094.983.102 - - - Financial assets at fair value Loans and receivables (including cash and cash equivalents) - - - 352.533.570 19.361.643 771.485.564 - - - Financial Assets held liabilities at for sale amortized cost - - 12.724.210 - - - - 103.683.817 18.805.762 12.724.210 - 1.094.983.102 353.286.991 353.286.991 405.611.478 405.611.478 478.899 478.899 Financial Assets held liabilities at for sale amortized cost - 12.017.562 - - - - Carrying value 325.464.178 306.606.813 1.027.360 Carrying value Note 32 16 28 5 28 5 6 Note 352.533.570 19.361.643 12.017.562 771.485.564 32 16 28 5 325.464.178 306.606.813 1.027.360 28 5 6 The Group’s management assesses that the carrying value reflects the fair value of financial instruments (Note 28). ASELSAN_FR13ENG_01-136.indd 77 5/29/14 5:44 PM 78 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Notes to the Audited Consolidated Financial Statements For the Year Ended 31 December 2013 (Amounts are expressed in Turkish Lira (TL) unless otherwise stated.) 31. EVENTS AFTER THE REPORTING PERIOD The amount of contracts signed by the Group after the balance sheet date is approximately TL 124 Million and USD 552 Million. 32. EXPLANATORY NOTES TO THE STATEMENT OF CASH FLOWS Cash Cheques received Demand deposits -TLForeign currency demand deposits Time deposits -TLForeign currency time deposits Accrued income Other cash equivalents 31 December 2013 112.298 997.189 23.180.671 35.607.471 43.776.112 50 10.026 103.683.817 31 December 2012 87.124 3.408 978.948 7.869.491 219.020.991 124.203.686 347.422 22.500 352.533.570 As of 31 December 2013, the Group has TL 43.776.112 of foreign currency time deposits at various banks with maturities in January 2014 and interest rates between 0,25% and 2,75%. As of 31 December 2013, the Group has TL 35.607.471 of time deposits at various banks with maturities between January-February 2014 and interest rates between 8,45% and 10,10%. As of 31 December 2012, the Group has TL 124.203.686 of foreign currency time deposits at various banks with maturities in January-April 2013 and interest rates between 0,50% and 3,30%. As of 31 December 2012, the Group has TL 219.020.991 of time deposits at various banks with maturities between January 2013 and interest rates between 4,50% and 8,50%. ASELSAN_FR13ENG_01-136.indd 78 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 79 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Independent Auditor’s Report (Convenience Translation Of The Report And The Consolidated Financial Statements Originally Issued In Turkish) To the Board of Directors of Aselsan Elektronik Sanayi ve Ticaret A.Ş. 1. We have audited the accompanying consolidated statement of financial position of Aselsan Elektronik Sanayi ve Ticaret A.Ş. (the “Company”) and its subsidiaries (together referred as the “Group”) as of 31 December 2013, and the consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements 2. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Turkish Accounting Standards (“TAS”) published by Public Oversight Accounting and Auditing Standards Authority (“POA”), and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility 3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the auditing standards published by Capital Markets Board. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. ASELSAN_FR13ENG_01-136.indd 79 5/29/14 5:44 PM 80 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Independent Auditor’s Report (Convenience Translation Of The Report And The Consolidated Financial Statements Originally Issued In Turkish) Opinion 4. In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of Aselsan Elektronik Sanayi ve Ticaret A.Ş. and its subsidiaries as at 31 December 2013, and of their consolidated financial performance and their consolidated cash flows for the year then ended in accordance with TAS (please see Note 2). Reports on Other Legal and Regulatory Requirements 5. In accordance with Article 402 of Turkish Commercial Code No. 6102 (“TCC”), the Board of Directors provided us all the required information and documentation in terms of audit; and nothing has come to our attention that may cause us to believe that the Group’s set of accounts prepared for the period 1 January-31 December 2013 does not comply with the code and the provisions of the Company’s articles of association in relation to financial reporting. 6. In accordance with Article 378 of Turkish Commercial Code No. 6102, in publicly traded companies, the board of directors is obliged to establish a committee consisting of specialized experts, to run and to develop the necessary system for the purposes of early identification of any risks that may compromise the existence, development and continuation of the company; applying the necessary measures and remedies in this regard and managing such risks. According to paragraph 4 of Article 398 of the same code, the auditor is required to prepare a separate report explaining whether the Board of Directors has established the system and authorized committee stipulated under Article 378 to identify risks that threaten or may threaten the company and to provide risk management, and, if such a system exists, the report, the principles of which shall be announced by POA, shall describe the structure of the system and the practices of the committee. This report shall be submitted to the Board of Directors along with the auditor’s report. Our audit does not include the evaluation of the operational efficiency and adequacy of the operations carried out by the management of the Group in order to manage these risks. As of the balance sheet date, POA has not announced the principles of this report, yet. Therefore, no separate report has been drawn up regarding this matter. On the other hand, the Company established the mentioned committee on 10 April 2012, and the committee is comprised of six members. Since the date of its establishment, the committee has held eight meetings for the purposes of early identification of any risks that may compromise the existence and development of the Company, applying the necessary measures and remedies in this regard and managing such risks, and has submitted the relevant reports to the Board of Directors. DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU LIMITED Erdem Taş, SMMM Partner Ankara, 5 March 2014 ASELSAN_FR13ENG_01-136.indd 80 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 81 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 1. Principles on preparation The annual report of the Board of Directors is prepared on the basis of Capital Markets Board of Turkey (CMB) Financial Reporting standards and Communiqué Series II, No: 14.1 “Principles of Financial Reporting in Capital Markets” dated 13 June 2013. 2. Commercial title and trade registry number of the company and contact information pertaining to its headquarters, branches and its website address The commercial title of the Company is Aselsan Elektronik Sanayi ve Ticaret A.Ş. and its trade register number is 31177. It’s registered address is Mehmet Akif Ersoy Mahallesi 296. Cadde No:16 06370 Yenimahalle / Ankara. Phone: +90 (312) 592 10 00, Fax: +90 (312) 354 13 02. Internet address: www.aselsan.com.tr The Company has a branch in the Republic of South Africa, Pretoria with the contact address Building 4, Room 005 CSIR Campus, Meiring Naude Drive, Pretoria Gauteng, 0001, South Africa. Phone: +27 (0) 12 349 26 13, Fax: +27 (0) 12 349 25 44. The Company has an office in United Arab Emirates, Abu Dhabi with the contact address Industrial City of Abu Dhabi 1, Plot 22J1 PO Box: 133627 Abu Dhabi/UAE. Phone: +971 2 5508808. 3. Organizational structure of the company In connection with the projects which require investment and manufacturing, the Company has been incorporated in four divisions which are Communication and Information Technologies (HBT), Microelectronics, Guidance and ElectroOptics (MGEO), Defense Systems Technologies (SST) and Radar, Electronic Warfare and Intelligence Systems (REHİS). In Ankara, The Company carries on its engineering activities in Teknokent, manufacturing and engineering activities in two respective facilities located in Ankara Macunköy (Headquarters) and Akyurt. In addition, SST Group has directorates in İzmir; Traffic Systems Directorate, in İstanbul; Marine Systems Directorate and Product Support Directorate. There has been no change in the Company’s organizational structure within its activity period. ASELSAN Elektronik Sanayi ve Ticaret A.Ş. (Company) and its affiliate companies Mikrodalga Elektronik Sistemler A.Ş. (“MİKES”) and AselsanNet Elektronik ve Haberleşme Sistemleri Sanayi Ticaret İnşaat ve Taahhüt Ltd. Şti. (“AselsanNet”) are active in the same field as the Company and their financial statements are consolidated by the Company. They will jointly be referred to as the “Group”. 4. The Company’s capital and partnership structure with the changes during the accounting period The capital structure as of 31 December 2013 and 31 December 2012 are as follows: Partners Turkish Armed Forces Foundation (TAFF) Other shareholders Quoted in stock exchange Nominal capital Share capital adjustment Inflation adjusted capital Share (%) 31 December 2013 (TL) 84,58 422.912.812 0,12 577.846 15,30 76.509.342 100 500.000.000 98.620.780 598.620.780 Share (%) 31 December 2012 (TL) 84,58 422.912.812 0,12 577.846 15,30 76.509.342 100 500.000.000 98.620.780 598.620.780 The nominal capital of the Company is TL 500.000.000 (TL fivehundred million) and is divided into 50.000.000.000 (fifty billion) shares, each having a nominal value of 1 Kuruş (1% of 1 Turkish Lira). 30.272.727.273 (Thirtybillion twohundred and seventytwomillion sevenhundred and twentyseventhousand twohundred and seventythree) of the shares are Group A shares and 19.727.272.727 (nineteenthousand sevenhundred and twentysevenmillion twohundred and seventytwothousand sevenhundred and twentyseven) of the shares are Group B Shares. All shares are in the name of the holder. Group A shares are nominative preferred shares and 6 of the Members of the Board of Directors are elected among the Group A preferred shareholders or among the candidates designated by them. Furthermore, while issuing a new share, the proportion of the Group A nominative shares in the capital is preserved. No change has occurred in the shareholders’ structure and the Company’s capital during the period. ASELSAN_FR13ENG_01-136.indd 81 5/29/14 5:44 PM 82 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 5. Reporting period, title of the partnership, names, surnames and jurisdiction of the chairman, members and the managing members who served in the board of directors during the period, the term of office of the duties (with commence and end dates) Members of the Board of Directors Pursuant to the provisions of the Company Articles of Association, the Board of Directors comprise 6 members to be elected among the Group A preferred shareholders or among the candidates designated by them along with the 3 independent members to be elected in scope of the CMB regulations which make 9 members in total. Information regarding the Members of the Board of Directors are as follows: Members of the Board of Directors (*) Name and Surname Necmettin BAYKUL Erhan AKPORAY Halil SARIASLAN Lamia Zeynep ONAY Cumhur Sait Şahin TULGA Hasan CANPOLAT Position Chairman/ Managing Member Vice Chairman/ Managing Member Independent Member (**) Independent Member (**) Independent Member (**) Member Orhan AYDIN Member Mustafa Murat ŞEKER Member Murat ÜÇÜNCÜ Member Date of General Assembly for Assignment March 2013 March 2011 March 2013 March 2013 March 2013 BoD decision on 16.05.2013 End of Term of Office March 2014 March 2014 March 2014 March 2014 March 2014 First General Assembly to be held BoD decision on 16.05.2013 First General Assembly to be held BoD decision on 16.05.2013 First General Assembly to be held BoD decision on 16.05.2013 First General Assembly to be held There is no executing member in the Board of Directors. The independence statements of the Independent Members, which comply with the Corporate Governance Principles of Capital Market Board, are exist. Statement of Independence of independent members are attached at the end of Corporate Governance Principles Compliance Report. (*) (**) The Members of the Board of Directors are entitled with the authorizations stipulated in the Turkish Code of Commerce (TCC) and in article 13 of the Articles of Association of the Company. There is no authorization granted to the ruling shareholders with regard to the Company Management, members of the board of directors, senior executives and to their spouses and relatives up to second degree and kins by marriage for them to perform acts which would cause conflict of interest with the Company or its affiliates or to compete. There is not any forbidden operation with the Company which board members perform their own or on behalf of someone. There is no operation regarding prohibition of competition by member of the board. Changes of Members of the Board of Directors During the Period 1 January - 31 December 2013: During the ordinary General Assembly Meeting held on 29 March 2013, Necmettin BAYKUL, Birol ERDEM, Ahmet ŞENOL, Osman Kapani AKTAŞ and Aykud Alp BERK were elected for 1 year of service, Erhan AKPORAY was decided to continue service for 1 year; Halil SARIASLAN, Lamia Zeynep ONAY ve Cumhur Sait Şahin TULGA were elected as independent members of the Board of Directors for 1 year of service. The Vice Chairman of Board of Directors Birol ERDEM and members of the Board of Directors Osman Kapani AKTAŞ, Ahmet ŞENOL and Aykud Alp BERK, have resigned as of 15 May 2013. For the vacant positions with the resignations Hasan CANPOLAT, Mustafa Murat ŞEKER, Orhan AYDIN and Murat ÜÇÜNCÜ were elected on the Board of Directors meeting held on 16 May 2013 according to the article 363 of Turkish Commercial Code and it was decided to be submitted to the approval on the upcoming General Assembly. ASELSAN_FR13ENG_01-136.indd 82 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 83 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 6. Main factors that affect the performance of the company, significant changes occurred in the environment where company is active, policies implemented by the company with respect to these changes, investment and dividend policy of the company to strengthen its performance The Company operates in the field of defense industry. Regarding the uncertainty after the global crisis, the resources allocated for defence expenditures by the countries varies. Since 2008, Turkey has preserved the level of resources it has allocated to defense industry while it has increased the share of domestic procurement. Given the nature of defence industry, the project lifetime varies between 4-5 years in average. In this context, 2008 global financial crisis and the subsequent fluctuations did not have an adverse effect on the Group. Group takes actions for long-term and has signed contracts worth approximately TL 8,3 Billion (approximately USD 3,7 Billion) as of 31 December 2013. The Group’s aims are parallel to designating target regions/countries, focusing on these markets and concentrating on marketing projects, direct sale, joint productions, technology transfer, strategic expansions with international firms for sales to third countries. The revised dividend distribution policy that has been presented to shareholders’ information on the General Assembly of 2013 regarding 2012 operations is as follows. The amount of dividends shall be calculated by taking into consideration the pertinent legislation, the provisions of the articles of association, the equity capital ratio of the Company, the sustainable growth rate, market value and cash flows as the distributable profit by referring to the annual profit that is indicated in the financial statements of the Company, which had been prepared according to the laws and regulations (after subtracting from the reserves that had to be set aside according to the law, tax, funds, financial liabilities and the losses from previous years and adding the donations). Then, the recommendation prepared by the Board of Directors on the way such dividends would be distributed, i.e. as cash on the set dates, or as bonus shares that represent the profit which would have been added to the capital, is submitted to the approval of the General Assembly. Following the approval of the General Assembly, the designated profit distribution is made on the determined dates by General Assembly within the legal timelines to the shareholders. There are no privileges in the Company regarding entitlement to the Company’s profit. The profits are distributed for all of the shares evenly without considering the acquisition or disposal dates of the shares. According to the Capital Markets Law and the other legislation as well as the provisions of the articles of association, and as per the resolutions of the general assembly, in the year 2013 TL 78.500.000 (TL 0,157 per TL 1 share, 15,70% gross over capital) and (net TL 66.725.000 per TL 0,13345 - TL 1 share, 13,345% over capital) of the profit for 2012 has been distributed to shareholders as cash dividend. 7. Financial resources of the company The most substantial financial resource of the Company comprises the advance / interim payments taken in scope of the executed agreements and by the profit gained by the main activities. During 1 January-31 December 2013 period, the cash requirements was met with the existing cash, cash inflows and new loans received in accordance with the decreasing interest rates in the first half of the year. In the scope of Eximbank Loan Program, during 1 January-31 December 2013 period, “Discounted Foreign Currency Loan” was obtained with the following maturities respectively: USD 10 Million with 120 days of maturity, USD 24,5 Million and EUR 17,5 Million with 180 days of maturity, USD 60 Million with 240 days of maturity. In the same period, the entity has obtained USD 25 Million loan with fixed rate of 2,1% for 5 years maturity (21 March 2018) with a grace period of 3 years from Defense Industry Support Fund. 8. Risk management policies of the Company a. Corporate Risk Management The Company’s risk management policy is to develop and implement efficient and productive methods and systems in order to manage (define, rate, monitor, evaluate and form activity plans aimed at minimizing the effects) and anticipate the potential risks which it may be exposed to. ASELSAN_FR13ENG_01-136.indd 83 5/29/14 5:44 PM 84 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 In the Corporate Risk Management studies, “top down” and “bottom up” approaches are applied together and the significant risks which are at a critical level to affect the Company to reach its long term targets are defined and classified under Strategic, Operational, Managerial, Financial and External Factors and are submitted to the Board of Directors and Independent Audit Company with the measures to be taken. In order to identify the potential risks beforehand and to enable the management of these risks in compliance with the Company’s risk-taking approach, an Early Risk Detection and Management Committee was established in 2012. In the scope of the operations carried out by the committee, the inventory related to the risks which could prevent the Company to reach its strategic targets were defined and prioritized pursuant to the opinions and proposals of the Company top management. The most significant risk factors defined in this scope are explained below. Single Customer Dependency in Sales The main customers of the Company are State Institutions such as Turkish Armed Forces. This brings about the steering of the Company’s operations in accordance with the public demands. The minimization of this risk is anticipated by the Company as the result of the studies carried out pursuant to the targets aimed at increasing export sales and transferring existing knowhow to the private sectors. Cut-Backs in Defense Expense Budgets The Company realizes its sales both domestic and abroad in particular to the armed forces and governmental institutions. Defense expenditures in these markets depend on political and economic factors and may vary from year to year. The Governments’ substantial cut-backs in the defense budget equipment items shall have a significant impact on the Company’s activities and sales. In recent years in our country, possible cuts in defense expenses are expected to be financed with other items such as personnel and logistics instead of equipment. Such improvements, as they increase the need for equipments produced with high technology, will bring new opportunities to the Company. Supplier and Subcontractor Risks As for the Company which works with various number of local and foreign suppliers and subcontractors, provision of material quality and sustainable supply is essential in terms of operational results. The probable inter-country political or economic developments constitute a supply risk for the critical materials supplied from abroad. In order to minimize this risk, importance is given to the domestic supply of these critical materials. Compliance with Technological Developments An important feature of defense sector is high level technology and continuous progress in the technology utilized. This situation leads changes in demands of the customers with regards to the product, systems, services and etc. Investing in and utilizing new technologies in the products is necessary to increase the Company’s power of competition and success. Effective and systematical technology management and timely investment of value added technology is a priority for the profitability and sustainability of the Company. Relations developed with the armed forces and related procurement authorities support the predetermination of the demands. The engineering directorates and “Technology Supreme Board” are compatible with the developments in technologies which shape the future. Fixed Price and Fixed Term Contracts The products and systems produced by the Company have a complex structure when their technology, high quality and performance requirements, tough working conditions and sales contract stages are considered. This complexity, being a general feature of the sector in which the activities are carried out, is an element to cause the design, development and production cost estimations and contract terms to go above their initial planned status. The deviations (inflation, exchange rate and interest) in the assumptions made during the contract term may change as a result of an increase or decrease in profits for the fixed price contracts. ASELSAN_FR13ENG_01-136.indd 84 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 85 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 Global Economic Slowdown and Financial Crisis Recession and crisis in global economy have an adverse impact on the economic activities of the countries and as a result may cause cut-backs in the defense budgets. This situation brings along the risks of decrease or cancellation in local or foreign customer requests, pressure of the customers regarding price and profitability, slowdown of investments with respect to the Company. Another impact of the global crisis is the increase of costs in connection with the vagueness caused by the fluctuation in financial markets. When the economic situation of Turkey is considered, it is anticipated that the possibility of the mentioned risks to be realized in the prospective period shall be low, yet the markets are still monitored very closely. b. Financial Risk Management In forming the financial risk management model of the Company, “Asset- Liability Management (ALM) Model” has been taken as the basis and foreign exchange risk, interest risk and liquidity risks have been defined as financial risks. In the balance-sheet financial risk management, exchange risk, interest risk and liquidity risk which shall affect the assets and liabilities of the Company are defined, measured, managed and reported. Therefore, the adverse affects of the changes in financial markets on the Company’s financial performance are minimized. In order to minimize the risks, the derivative financial tools are also utilized. Off-balance-sheet financial risks arise from the inconsistency of cash inflows and outflows on the basis of currency or the deviation of the cash flow dates. Pursuant to off-balance-sheet financial risk management, financial risk management techniques aimed at protecting the targeted profitability of the projects are used. Financial risk management is also applied by the Company’s subsidiaries and affiliates pursuant to the policies approved by their own managing bodies. (1) Foreign Exchange Risk and Management Policy The main principle in foreign exchange management is to minimize the impact of the foreign exchange fluctuations by preventing foreign exchange short or long positions. To define foreign exchange risks, taking the periodical foreign exchange position into consideration, loss and profits which would arise from upwards or downwards changes are calculated and the possible impacts of the foreign exchange risk incurred are measured. In this scope, the possible changes in foreign currency sensitive assets and liabilities for prospective financial periods are considered and the foreign currency position is estimated. The short foreign exchange position of the Company is monitored in balance sheet and off balance sheet. The Company finances its activities mainly with the advance payments received in foreign currency and the advances taken are subject to revaluation as they are denominated in foreign currency. Although substantial part of the advances taken is used in foreign currency denominated material purchases , monitoring the purchased material in terms of TL as they are recorded in the balance sheet causes the Company to be in short position. Such short position is structural as it is obligatory that the stocks and research and development costs are monitored in terms of TL and derivative tools out of cash portfolio are not used in its management. During the periods when Turkish Lira devalues, net foreign exchange loss is incurred but the sales revenues and operating margin increase due to the reason that the 78,2% of the Company’s backlog is denominated in foreign currency. Therefore, the adverse impact of the net foreign exchange loss is balanced with the increase in the operating margin. As of 31 December 2013, as per financial statements prepared according to the Turkish General Notification of Accounting System Application (TGNASA), the company has a short position of TL 1.112.855.063 (31 December 2012: 839.601.463 TL). 72% of the related position is USD (31 December 2012: 80%) and 28% of the balance is EURO (31 December 2012: 20%). ASELSAN_FR13ENG_01-136.indd 85 5/29/14 5:44 PM 86 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 The foreign exchange gain and loss noted in the financial statements are mainly comprised of the information indicated in the financial statements prepared in accordance with the TGNASA including the subsidiaries Mikes and AselsanNet which are subject to consolidation. Foreign Exchange Sensitivity Analysis Table of the Company Prepared According to TGNASA As of 31 December 2013 Profit/Loss Foreign currency gaining value In the event USD changes by 10% against TL: 1- USD Net Assets/Liabilities (80.691.917) In the event EURO changes by 10% against TL: 2- Euro Net Assets/Liabilities (31.356.086) Foreign currency losing value 80.691.917 31.356.086 (2) Interest Risk and Management Policy The interest risk is defined by using the difference between the assets sensitive to interest in a certain term and liabilities sensitive to interest (gap analysis) and such difference is calculated by the help of the maturity ladder of the balance sheet. In the scope of fund management, a sensitivity test is carried out to measure the interest risk of the interest sensitive assets in the portfolio. As of 31 December 2013, the Company has a credit balance obtained from the Defence Industry Support Fund, for the first portion worth USD 40 Million with a grace period of 3 years, with a maturity of 5 years (18 August 2016) and with a fixed interest rate of 2,1% and for the second portion worth USD 25 Million with a grace period of 3 years, with maturity of 5 years (21 March 2018) and with a fixed interest rate of 2,1%, which sum up to USD 65 Million. No interest risks are deemed to exist. In order to finance the export, as of 31 December 2013 the Company has USD 60 Million loan balance obtained from Turkish Eximbank. The loans have a maturity of 240 days and they are indexed to LIBOR. Since LIBOR levels tend to remain low and Türk Eximbank demands 1% additional spread rate in order to Support export, the Company’s sensitivity to floating rate loans is kept at minimum. (3) Liquidity Risk and Management Policy Liquidity Risk comprises the risks when the matured liabilities cannot be fulfilled, when the increase in assets cannot be funded and the risks which arise due to the transaction realized in non-liquid markets. Liquidity risk is managed by considering short term liabilities, assets with high liquidity, anticipated cash flows and balance sheet maturity ladder. In this scope, sufficient level of cash and assets which may be convertible to cash is maintained, attention is paid that the Company finances its activities without using any loans and the resources of funding are varied by keeping the bank credit limits ready for any instant cash requirement. As of 31 December 2013, 58% of the total resources are comprised by the advance payments taken and when this is considered, the liquidity risk is at low levels as no maturity inconsistencies are experienced in the working capital management. (4) Credit Risk and Management Policy The substantial part of the Company’s present credit balance are comprised by the performance bonds and advance payment guarantees (letter of guarantees) granted to the customers in scope of agreements and which are monitored off balance sheet. Within this scope to manage the credit limits at the banks, risk balances are monitored periodically and necessary transactions are done for the letter of guarantees related to the agreements of which the liabilities are fulfilled to be deducted from the risk. (5) Capital Risk Management In the capital management of the Company, enabling a debt-equity balance that would minimize the financial risks and costs to the lowest level is taken care of. The objective of the Company is to guarantee a consistent growth by means of the funds gained through its activities while providing its shareholders a regular dividend income and. The Company aims to keep its capital structure in balance by means of dividend payments as cash or in return for shares and issuance of new shares. ASELSAN_FR13ENG_01-136.indd 86 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 87 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 9. Other issues not included in the financial statements but which would be beneficial to the users As of 31 December 2013, the Company has a backlog of TL 8,3 Billion (approximately USD 3,7 Billion) and these orders include the period until 2020. 10. Significant events between 1 January - 31 December 2013 accounting period and the Board of Directors Meeting date when the relevant financial statements shall be negotiated a) An agreement concerning the development of a radar valuing TL 32.975.000,- has been signed between ASELSAN and TÜBİTAK-SAGE. The deliveries within the context of this agreement will be made between 2014 and 2017. This disclosure is made according to the permission of TÜBİTAK-SAGE dated 02.01.2014. b) An agreement concerning the supply of Laser Guidance Kits for the need of Turkish Air Force valuing TL 31.000.000,has been signed between ASELSAN and Ministry of National Defense. This disclosure is made according to the permission of Ministry of National Defense that has arrived to our company on 06.01.2014. c) An agreement concerning the supply of Precision Guidance Kits for the need of Turkish Air Force valuing TL 57.891.200,- has been signed between ASELSAN and Ministry of National Defense. This disclosure is made according to the permission of Ministry of National Defense that has arrived to our company on 06.01.2014. d) ASELSAN has received an order from a foreign customer concerning electronic warfare systems valuing USD 26.070.132,-. The deliveries within this context will be made in 2014. e) An agreement concerning ANKA-S Project/Payload Systems Sub-Contract valuing USD 33.576.675,- has been signed between ASELSAN and TUSAS on 22.01.2014. The deliveries within this context will be made in 2015-2018. f) An agreement concerning General Utility Helicopter Program valuing USD 491.468.585,- has been signed between ASELSAN and TUSAS on 21.02.2014. The deliveries within this context will be made in 2018-2025. 11. Anticipations for the development of the company, significant developments with respect to company activities and financial status, to observe whether past period targets were reached or not, whether the general assembly resolutions were fulfilled or not, and in the event the targets were not reached and the resolutions were not fulfilled, information regarding the grounds and assessments On 5 March 2013, the guidance on Group’s financial results of 2013 shown below were disclosed to public: •Consolidated income growth (TL): 15-17% •EBITDA (Consolidated and adjusted): 18-20% •Consolidated investment expenditure: Approximately TL 150 Million •Ratio of the consolidated Research and Development (R&D) expenses financed by Company resources to the consolidated sales: 7% The guidance is based on the year average of USD/TL parity to be 1,85; EUR/TL parity to be 2,33. In 2013, the average USD/TL parity was 1,91 and 2,53 for EUR/TL parity. The growth in consolidated income in line with this increase in exchange rates is 33% in 2013. EBITDA (Consolidated and adjusted) was 20%. Ratio of the consolidated Research and Development (R&D) expenses was 6%. The expectations of Group on consolidated financial results for 2014 under normal circumstances are as follows: •Consolidated income growth (TL): 15-17% •EBITDA (Consolidated and adjusted):18-20% •Consolidated investment expenses: Approximately TL 175 Million •Ratio of the consolidated Research and Development (R&D) expenses financed by Company resources to the consolidated sales: At the level of %6 These expectations are based on the yearly average of USD/TL parity to be 2,20: EUR/TL parity to be 2,95. ASELSAN_FR13ENG_01-136.indd 87 5/29/14 5:44 PM 88 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 The Company’s vision is “to become one of the first 50 defence industry companies in the World”. 5 year strategic plans are prepared in the context of this vision. All operations are realized consistent with the strategic plan, in order to reach the defined targets. In this respect, qualified labor force, maturized procedures, resources reserved for R&D, infrastructure and organization and technology at World level have been maintained. The Company has been in the most prestigious list, “Defense News Top 100”, which is published by “Defense News” magazine since 7 years and is aimed to increase its ranking in the list. In order to achieve the sustainable growth: •The new facility investment continues in line with the plan in the field of Radar and Electronic Warfare in Golbasi, Ankara The facility is expected to become operational in 2014. •Technology development and conversion investments have continued in Macunkoy facility with the new Printed Circuit Facility with a closed area of 6.587 m2 where production started in 2012. •The joint ventures, United Arab Emirates and Kazakhstan established in 2011 and joint venture in Jordan established in 2012, have completed most of their investments. •The quality and technological perspectives of the cooperations formed with the universities have been increased. •The efforts to form an eco-system with the sub-industry companies and SME’s have continued. •Since the entity is the biggest R&D center of the country, it is strategically important to have matured processes with technological depth and concentration. All Group Directorates have completed the certification process of Capability Maturity Model Integration-L3. •The company aims to use its knowledge in civil areas other than defence industry. In this context, a cooperation contract was signed for domestic production of numerical tacograph. In addition, an R&D contract was signed for the base stations in the context of 4th generation communication technology with local opportunities. With reference to the decisions taken on General Assembly Meeting held on March 29, 2013; •The registered capital ceiling has been raised from TL 500.000.000 to TL 1.000.000.000. •The profit distribution payments for 2012 period began on 31 May 2013. •The amendment on 6th article regarding the upper limit of registered capital in the Company’s Articles of Association’s and amendments on articles 1., 3., 4., 5., 9., 11., 12., 13., 14., 15., 16., 17., 18., 19., 21., 23., 24., 25., 26., 27., 28., 29., 30., 31., 32., 33., 34., 35., 36., and 37 in order to comply with Turkish Commercial Code numbered 6102 and Capital Market Law numbered 6362, was registered on 4 April 2013 and announced on 9 April 2013 by the Ordinary General Assembly Meeting Decisions, and copies of the related Trade Registry Gazette was sent to CMB and the Ministry of Customs and Trade. 12. Corporate Governance Principles Compliance Report The report is provided with Annex-1. 13. Research and Development Activities Realized The Group, being a leading defense industry establishment developing advanced technology system solutions on land, air, naval and aerospace platforms, has given importance to R&D activities and technological gains and targets to spend approximately 6% of the annual turnover to its R&D activities financed with its own resources. By monitoring all kinds of technological developments with respect to product/technology systems for land, air, naval and aerospace platforms, the design, development and production of product/technology which includes advanced technology on the basis of not only using the technology but also having a structure to transfer/sell the technology it develops in national and international cooperation environments. In order to increase the national contribution share in the projects, great effort is being paid for utilizing the existing local technological possibilities. For this purpose, cooperations with universities and some R&D institutions are formed and using of local subcontractors and sub-industry have become significant. ASELSAN_FR13ENG_01-136.indd 88 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 89 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 As for the projects carried out within the Group, the R&D discount in compliance with the provisions of the Law on Corporate Tax numbered 5520 and R&D central application pursuant to the Law regarding the support of R&D activities numbered 5746 are being implemented together. For the R&D projects which are not aimed for public, the approval of TEYDEB (Technology and Innovation Support Programs Directorate) is taken and they are supported by this institution. Within the Company, there are 4 R&D centers namely SST, REHİS, MGEO and HBT. MİKES, which is an affiliate subject to consolidation and which also has 1 R&D center. 2.293 people are employed at the Group R&D centers. The Company also is active in Teknokent facility within Middle East Technical University in scope of the Law numbered 4691 on Technology Development Regions. 163 people are employed within this region. 14. Amendments to the Articles of Association during the period along with the grounds The amendment on 6th article regarding the upper limit of registered capital in the Company’s Articles of Association’s and amendments on articles 1., 3., 4., 5., 9., 11., 12., 13., 14., 15., 16., 17., 18., 19., 21., 23., 24., 25., 26., 27., 28., 29., 30., 31., 32., 33., 34., 35., 36., and 37 in order to comply with Turkish Commercial Code numbered 6102 and Capital Market Law numbered 6362, was registered in the Trade Registry and noticed in the Turkish Trade Registry Gazette. The increase of capital ceiling from TL 500.000.000 to TL 1.000.000.000 which is decided with the Board of Directors meeting on 31 October 2012 was approved on the general assembly meeting dated 29 March 2013 and registered and noticed with the general assembly decisions. Between 1 January - 31 December 2013 period, no extraordinary General Assembly meeting was held. 15. The kinds of issued capital market instruments and their amounts, if any None. 16. The sector the Company operates in and its position within the sector The Company is a leading defense industry institution developing advanced technology system solutions in land, air, naval and aerospace platforms. The Company being an institution of TAFF is in a position of a technology center in the fields of design, development, manufacturing, system integration, modernization and after sales services of military and civil communication systems, avionic systems, electronic warfare and intelligence systems, radar systems, command and control systems, naval warfare systems, electro-optic systems and products. The Company has increased its rankings to 74th in 2012 from 76th in 2011 in the “Defense News Top 100” list. In addition Aselsan has increased its rankings to 85th in 2012 in the “SIPRI Top 100” List from 86th in 2011 in which the Company is the first Turkish firm that has taken place within 7 consecutive years. The Company is 46th in ISO 500 from-production-to-sale list and 41st in the category of privately owned companies in 2012. Also, the Company became 63rd of “Fortune 500 Turkey” list where it was 69th in 2011 and 33rd in “The Companies to Increase their Exports the Most” 76th of “Capital 500 Turkey” list in 2012 rankings where is was 79th in 2011. The Company is in the first position in the ranking of Deloitte “Deloitte Technology Fast: 50 Turkey-Big Stars”. The Company became 128th in 2012 from 527th in 2011 in Turkish Exporters Council’s “First 1000 Exporter Firms”. The Company took the first ranking in “R&D 250 Research” in 2012 which is prepared by Turkish Time on the basis of annual R&D expenditures where it was 4th in 2011. The Company became the second in “2013 Defense Industry Awards”, organized by Undersecretary of Defense Industry, based on the financial and performance results. The company is 37th in 2012, Brand-Finance “published by the Turkey’s Most Valuable Brands - 100 Company” list. In addition, Company has achieved to take a place in “Turkey 159 Super Brand” ranking published by British-based brand assessment firm Superbrands. The Company took the first ranking in “Electronic Machinery and Technology Sectors-2012 Most Successful Exporters- Other Durable Consumption Goods Category” which is organized by İstanbul Electronic Machinery and Technology Exporters Association. ASELSAN_FR13ENG_01-136.indd 89 5/29/14 5:44 PM 90 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 The Company is 11th in the research of Bloomberg Businessweek Turkey and Realta Consultancy amongst 96 Universities: “Most Anticipated 50 Companies. The Company took the 3rd ranking in “Engineering and Information Technologies” branch of the analysis of Universum research company “Turkey’s Ideal Employees: 2013” prepared among 7.835 university students for the first 100 companies. 17. Progress in investments and degree of incentive utilization if any Progress in Investments Directing the Company resources to profitable fields with high added value where advanced technology is used is anticipated in the first place by considering the global tendencies, technological developments and the actual and prospective requirements of all customers in particular the Turkish Armed Forces. The investments in the Company are realized by considering the technological plans, strategic plans and project requirements. Below are the leading investments in scope of these: •A new facility investment is being made in the field of Radar and Electronic Warfare in Ankara province, Gölbaşı district. The construction works continue pursuant to the project plan and the activities are planned to be initiated in the second half of the year 2014. Upon the realization of this investment in scope of a structural growth, the product range of engineering, production, test and logistics support services in the field of Radar and Electronic Warfare shall be extended. •Investments to meet the infrastructure and equipment requirements to be used with the R&D projects within the year are being carried out in compliance with the investment plan prepared pursuant to the efficient resource utilization principle. •A land investment was made in Temelli organized industrial site in order to facilitate our production operations in progress. Degree of incentive utilization if any The 1501 Industrial R&D Projects Support Programme has been formed in order to encourage the R&D operations of the companies creating added values at company level and to contribute to the enhancement of the R&D ability of the Turkish industry by this means. Within this scope, applications were filed to The Scientific and Technological Research Council of Turkey (TÜBİTAK) for 95 projects and 84 of the projects found appropriate for the incentive benefited from the allocated incentive amount. 5 new projects within the scope of 1511-Prioritized fields research Technologies development and innovation program were signed in 2013 and started being executed. The 1007 Public Institutions R&D Project Support Program has been formed in order to meet the requirements of the Public Institutions with R&D or to support the projects aimed at solving their problems. In scope of this support, 5 R&D projects have been completed and 4 R&D projects are still ongoing. Within the scope of the European Commission 7th Cooperation Framework Programs, 2 integration projects were executed and went into effect in 2011 and 1 project which was initiated in 2008 was completed in June 2012 with success. In the “Circulation of the Researchers, Return Grants; Individual Support Private Programme” within the scope of the European Commission 7th Cooperation Framework Programmes, incentive applications for 4 projects were accepted and implied in the years 2010 and 2011. The support process of the 3 projects have been initiated as of July 2010 by EUREKA-International Industrial R&D Projects Support Program where market oriented projects for developing products and processes to be commercialized in short term are supported. Within the financial support mechanism for the European Commission nominee and potential nominee countries, namely IPA - Instrument for Pre-accession Assistance, 1 out of 2 border security projects was executed at the end of 2010 and the other was executed in March 2012 and came into effect. ASELSAN_FR13ENG_01-136.indd 90 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 91 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 22 projects were executed in the year 2011, 2012, 2013 and came into effect within the SAN-TEZ R&D support programme aimed at supporting the postgraduate and/or doctorate thesis works which shall contribute to increasing the competitiveness in international markets by means of commercializing the scientific studies at the universities and institutionalizing the University - Industry cooperation. Expenses regarding the foreign market research travels realized with respect to the products and the foreign office expenses are used up by the rate and amount of subsidies implemented within the scope of Governmental Grants for Export. Within the Decision Regarding the Governmental Grant in Investments, there are 4 Investment Incentive Certificates taken from the Turkish Republic Prime Ministry Undersecretariat for Treasury General Directorate of Incentives and Implementation. With such incentive certificates, VAT exemption and customs tax exclusion are utilized. VAT exemption is applied in domestic and foreign purchases and customs tax exemption is used in foreign purchases. Income tax withholding incentive, insurance premium support, stamp tax exemption and R&D discount are utilized within the scope of the Law numbered 5746. Income tax withholding incentive, insurance premium support and stamp tax exemption is utilized by being calculated over the salaries of the R&D personnel and not being paid to the relevant institution and the R&D discount is utilized by means of applying a discount on the corporate tax return. Within the scope of the Teknokent Law numbered 4691, incentive on witholding income tax, insurance premium support and stamptax exception is applied. These are utilized by making calculations on R&D and software personnel wages and not being paid to the related institution. The gain obtained with reference to the execution of Technology Development Zones Law numbered 4691 is exempted from the corporate tax of 31 December 2013. 18. Comments including the qualities of the production units of the company along with the capacity utilization rates and their developments, general capacity utilization rate, developments in the manufacturing of the products and services which are subjects of activity, amounts, quality, circulation and the prices compared with the previous period figures The capacity utilization for the period between 1 January- 31 December 2013 was realized at the level of 97%. Substantial part of the production is realized as order based production. R&D activities are carried out for the products designed to be tailored for the customer requirements and the qualities of the system and products alone with their quantities and prices may be subject to change. Upon the usage of Enterprise Resource Planning (ERP) system, the production processes have been managed more efficiently. 19. The prices, sales revenues, sales conditions of the products and services which are subjects of activity with their improvements within the year, developments in the yield and productivity parameters and the reasons of the substantial changes in these compared to the previous years The Company carries out its operations in the basic fields of: “Communication and Information Technologies”, “Defense System Technologies”, “Radar, Electronic Warfare and Intelligence Systems” and “Microelectronics Guidance and Electro-Optics.” The Company’s project revenues comprise, according to the relevant sales agreement terms and conditions, order based production, mass production product sales, services, commodities and progress billing sales. Sales terms and conditions are subject to change as for the respective agreements. As for the consolidated amount of the Group realized during the period 1 January-31 December 2013 TL 1.773 Million of this realized as the domestic sales and TL 398 Million as it realized as the foreign sales. ASELSAN_FR13ENG_01-136.indd 91 5/29/14 5:44 PM 92 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 20. The basic ratios regarding profitability and liabilities, as calculated on the basis of the financial statements, sales, efficiency, income generation capacity, profitability and liabilities/equity ratios in comparative basis with prior period and information about other matters and future expectations and risks that has been prepared in accordance with Capital Markets Board Communiqué Series:II and No:14.1 BASIC RATIOS / CONSOLIDATED BALANCE SHEET Current Ratio (Current Assets/Current Liabilities) Liquidity Ratio (Cash and Cash Equivalents+Financial Investments+Trade Receivables+Other Receivables /Current Liabilities) Equity /Total Liabilities Current Liabilities/Total Liabilities Non-Current Liabilities/Total Liabilities 31 December 2013 2,19 31 December 2012 2,50 1,01 0,40 0,23 0,36 1,18 0,38 0,23 0,39 BASIC RATIOS / CONSOLIDATED PROFIT TABLE Operating Profit/ Revenue Profit for the Period (Parent Company Shares) / Revenue 31 December 2013 0,26 0,11 31 December 2012 0,24 0,19 As of 31 December 2013, based on Group’s financial statements prepared in accordance with the Communiqué Series II, No:14.1 “Communiqué on Capital Market Financial Reporting Standards” issued by Capital Market Board, the net sales amount has increased 33% compared to the same period of prior year. The profit for period amounts to TL 238,5 Million, with a decrease of 22%. Equity has increased by 27% compared to December 2012. The liabilities of the Group are mainly consist of the short and long term order advances received. The Group’s liquidity ratio is above the acceptable levels. 21. Measures planned to be taken to improve the financial structure of the Company The Group and the Company, as for their annual budgets and implementations for the period 2012 - 2014, have adopted the principles as the basis to take care of savings in all kinds expenditures, to closely follow up the advances and receivables, to pay attention to the proportion of the term and currency in purchasing and sales agreements with the risk status of the domestic/foreign sellers. USD 40 Million portion of the credit line allocated to the Company with the decision of Defense Industry Executive Committee in order to finance the Gölbaşı investment was used in the third quarter of 2011 while USD 25 Million of the second portion amounting to USD 47 Million was used in March 2013 and USD 22 Million is planned to be used in 2014. 22. Changes in the top management within the period and the names and surnames of the ones who are on duty Changes in the top management within the period 1 January-31 December 2013 and information regarding the ones on duty are given in the below table: LIST OF UPPER MANAGEMENT IN SERVICE No Name Surname Duty 1 Necmettin BAYKUL Chairman/Managing Member 2 Erhan AKPORAY Vice Chairman / Managing Member 3 Cumhur Sait Şahin TULGA Member of the Board of Directors 4 Lamia Zeynep ONAY Member of the Board of Directors 5 Halil SARIASLAN Member of the Board of Directors 6 Hasan CANPOLAT Member of the Board of Directors 7 Orhan AYDIN Member of the Board of Directors 8 Mustafa Murat ŞEKER Member of the Board of Directors 9 Murat ÜÇÜNCÜ Member of the Board of Directors 10 Cengiz ERGENEMAN CEO/President 11 Ahmet DEMİR CFO/Vice President 12 Özcan KAHRAMANGİL Division CEO/Vice President 13 Faik EKEN Division CEO/Vice President 14 Fuat AKÇAYÖZ Division CEO/Vice President 15 Ergun BORA Division CEO/Vice President ASELSAN_FR13ENG_01-136.indd 92 Date of Appointment 29 March 2013 31 March 2011 29 March 2013 29 March 2013 29 March 2013 16 May 2013 16 May 2013 16 May 2013 16 May 2013 02 January 2006 01 February 2005 05 January 2006 21 January 2006 01 February 2006 01 January 2008 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 93 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 23. Total amounts of the financial benefits such as attendance fee, remuneration, premium, bonus payments, share profit provided to the managing members and senior executives The total amount of the remuneration and similar benefits paid to the senior executives by the Company as for the period 31 December 2013 is TL 4.555.169 (31 December 2012: TL 4.356.770). A monthly payment of net TL 2.200 is made to the Member of the Board of Directors and Managing Members. 24. Information regarding the allowances granted to the managing members and the senior executives with the travel, accommodation and representation expenses and financial benefits in kind, insurances and total amounts of the similar guarantees Information regarding the domestic and foreign allowances, travel, accommodation and representation expenses and financial benefits in kind and total amounts of insurances granted to the senior executives and members of the board of directors of the Company for the year 2012 and 2013 are summarized as follows: Travel and Entertainment Expenses Travel Expenses Entertainment Expenses TOTAL January-December 2013 (TL) Members of the Senior Board of Directors Executives 65.655 330.015 13.554 65.655 343.569 January-December 2012 (TL) Members of the Senior Board of Directors Executives 24.634 280.913 1.663 24.634 282.576 Health Insurance Expenses Senior Executives-Members of the Board of Directors Senior Executives TOTAL January-December 2013 (TL) 959 11.088 12.047 January-December 2012 (TL) 1.284 11.648 (*) 12.932 The expenses of 2012 included the annual health insurance payments made for the audit committee members. However, the aforomentioned health insurance expenses exist only for the first three months of 2013, since the audit committee members services have ended as of the regular General Assembly held on 29 March 2013. (*) 25. Personnel and workers turnover, collective agreement implementations, rights and benefits provided to the personnel and workers The Group recruited a total number of 333 people (119 personnel with fixed term contract) as the personnel including fixed-term contracted personnel, disabled and terror-stricken personnel during the period 1 January - 31 December 2013 and the number of people quit for the same period is 200 (28 personnel with fixed-term contracted). The rights and benefits provided to the personnel by the Company are bonus payments, meal allowances, marriage benefits, maternity benefits, death allowances, transportation, private health insurance, childcare and kindergarten benefits. The average number of personnel employed by the Group as of 31 December 2013 is 5.343 (The average number of personnel employed by the Group as of 31 December 2012: 5.088). There is no collective bargaining agreement in the Company. 26. Information regarding the donations realized within the year and social responsibility There is no donation made by the Group between the period 1 January- 31 December 2013. In May 2013, Republic of Turkey Ministry of Health, Public Health Agency of Turkey Institution had given the Company a plaquet named “Baby Friendly Workplace” because of fulfilling the criteria for the promotion of breastfeeding. In addition, a tree has been planted for each personnel recruited since the beginning of 2013 and it is planned to continue. 27. The Existence of Organizations outside the Center •Branch in Republic of South Africa; Pretoria •Office in United Arab Emirates; Abu Dhabi ASELSAN_FR13ENG_01-136.indd 93 5/29/14 5:44 PM 94 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 28. Information regarding the shares of the companies subject to consolidation in the parent company There is no cross ownership relation between the companies subject to consolidation (MİKES and AselsanNet) and the Company. 29. As for the preparation process of the consolidated financial statements; comments with respect to the principal factors of the internal audit, internal control and risk management systems of the Group and opinion of the managing body The controls are carried out by the Internal Audit and Assessment Board (IAAB), Audit Committee and members of the Board of Auditors within the parent company in order to minimize the substantial error risk on the financial statements of the Group. IAAB and Audit Committee carry out their duties independent from each other but within the direction of common objectives and targets by subject to maintain an internal control system which provides required controls in matters such as the reliability of the financial reporting system, the efficiency of the activities in order to eliminate the operational risks and compliance with the law. Furthermore, the efficiency and sufficiency of the internal control are supported with the directives in effect. In order to determine the potential risks which may affect the Company and to govern them, the Committee for Early Determination and Management of Risks operates. The committee meets on a periodical basis and reports in every two months to the Board of Directors. The report is also shared with the independent audit firm. 30. Direct and indirect affiliates of the Company and information regarding the share ratios Aselsan is the 96,37% owner of the Mikes and 100% owner of the AselsanNet and these companies are consolidated in financial tables. The affiliated partnerships, subsidiaries subject to joint management and affiliates of the Group recorded as financial investments with their participation ratios and amounts are as follows: Company Name Aselsan Baku Roketsan A.Ş. Mikroelektronik Ar-Ge Tasarım ve Ticaret Ltd. Şti. Aspilsan A.Ş. Havaalanı İşletme ve Havacılık End. A.Ş. Kazakhstan Aselsan Engineering LLP IGG Aselsan Integrated Systems LLC Aselsan Middle East PSC LTD TOTAL Share (%) 100 14,897 85 1 0,051 49 49 49 31 December 2013 (TL) 3.059.234 5.141.213 624.714 147.462 86.953 388.023 42.837 3.233.774 12.724.210 The above mentioned investments of the shares valuing TL 12.724.210 are ready to be sold and which do not have quoted market value and of which the realistic value cannot be reliably estimated due to the reason that the estimated value ranges are wide and that the probabilities related to the estimated values cannot be measured reliably and which are not traded in the stock exchange. 31. Information regarding the Company’s own shares acquired by itself No such event has occurred within the activity period. 32. Comments with respect to the private audit and governmental audit realized within the activity period “Risk Analysis Investigations” for the year 2010 was performed by tax inspection board of Finance Ministry and “Import and Export Transactions” investigation for the period between 2011-2013 was performed by Ministry of Customs and Trade in Company’s affiliate Mikes. No private or governmental audit was realized at Aselsan and AselsanNet. ASELSAN_FR13ENG_01-136.indd 94 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 95 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 33. Information regarding the lawsuits filed against the Company which would have an impact on the financial status and activities of the Group and their probable outcomes The lawsuits and execution proceedings filed by or against the Group as of 31 December 2013 are summarized below: a) b) c) d) e) Description Ongoing lawsuits filed by the Group Execution proceedings carried on by the Group All types of ongoing lawsuits filed against the Group Lawsuits finalized in favor of the Group within the period Lawsuits finalized against the Group within the period 31 December 2013 (TL) 3.757.739 5.048.050 445.573 1.019.456 430.231 34. Comments with respect to the administrative and judicial sanctions applied to the Company and the managing members due to the acts contrary to the legislation provisions No penalties with substantial amounts were paid by the Group within the activity period. 35. If it is an affiliate company, the legal transactions carried out in favor of the parent company or its affiliate with the parent company, with an affiliate company connected to the parent company with the direction of the parent company and all other measures taken or avoided to be taken in favor of the parent company or its affiliate in the previous activity year No such event occurred within the period. 36. If it is an affiliate company, whether any counter performance was realized for each legal transaction according to the known status and conditions at the time the legal transaction mentioned in article 33 was realized or at the time the measures were taken or avoided to be taken and whether the company incurred losses due to the taken or avoided measure and if the company incurred losses to observe whether this was equalized or not No such event occurred within the activity period. 37. The determination and management assessment with respect to the Company’s unpaid capital or whether the Company is deeply in debt No such event occurred within the activity period. 38. The status of owning directly or indirectly five, ten, twenty, twenty five, thirty three, fifty, sixty seven or one hundred percent of the shares representing the capital of an equity company or in the event that the proportions go below these percentages and ground for this No such event occurred within the activity period. 39. Related Party Transactions Detailed table is disclosed in Note 4 under Consolidated Financial Statements of 31 December 2013. ANNEX-1 Corporate Governance Principles Compliance Report 1. STATEMENT FOR COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES ASELSAN, in scope of the Corporate Governance Principles which has been implemented by Capital Markets Board (CMB) since 2003, has been making efforts to work in compliance with the principles under the titles shareholders, public disclosure and transparency, stakeholders and Board of Directors. ASELSAN, adopting the corporate governance understanding as a principle, was rated with a grade of 87,73 (8,77) as the result of the Corporate Rating Studies realized by SAHA Corporate Governance and Credit Rating Services Inc (SAHA) in 2012 and therefore was included in the Borsa Istanbul Corporate Governance Index. As a result of the efforts carried out through 2013 in order to improve the compliance with corporate governance principles to the maximum level; according to the report of SAHA which was published on 13.12.2013, ASELSAN’s corporate governance rating grade was updated to 9,07 out of 10 points. ASELSAN_FR13ENG_01-136.indd 95 5/29/14 5:44 PM 96 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 Corporate governance rating grade shows to what extent the companies comply with the corporate governance principles set out by the CMB and the Company’s compliance level with the principles is defined with a methodology measuring under the main titles Shareholders, Public Disclosure and Transparency, Stakeholders and Board of Directors. ASELSAN, being considered as a relatively closed Company by the capital market participants due to the defense sector which it is active in, increased its grade on Public Disclosure and Transparency to 99,19, which was 93,47 in 2012. The importance given to provide timely and accurate information to the investors and stakeholders by ASELSAN with respect to transparency and public disclosure shall continue as it is. Main Titles Score (%) Weight Shareholders 0,25 80,90 Public Disclosure and Transparency 0,25 99,19 Stakeholders 0,15 94,85 Board of Directors 0,35 89,87 Total 1,00 90,71 Company Score 9,07 ASELSAN Corporate Governance Ranking Report published by SAHA can be accessed at the company website: www.aselsan.com SAHA, has revised the 2013 corporate governance ratings of all its customers on 03.03.2014, regarding the resolution of Capital Market Board’s meeting numbered 4/105 held on 01.02.2014. Our company’s corporate governance rating grades announced on 13.12.2013 have been updated for every subtitle within the context of the CMB’s regulations without making any change for the weights used in scoring. As per the new methodology, in case the company fulfills all the compulsory requirements of a principle, the maximum rate it can achieve shall be 85 over 100, and according to the additional good corporate governance practices regarding the related principles, the rate shall be converged to the maximum rating, 100. Within this context, ASELSAN’s corporate governance rating grades are updated as given below. Main Titles Shareholders Public Disclosure And Transparency Stakeholders Board of Directors Total Company Score Weight 0,25 0,25 0,15 0,35 1,00 Score (%) 82,70 85,30 94,80 84,34 85,74 8,57 The compliance with all the compulsory principles of Corporate Governance Principles was achieved. The titles regarding the arbitrary principles where compliance has not been achieved yet are given below and are explained in detail through the Compliance Report. •Non-existence of a judgment in the Articles of Association; declaring that shareholders may individually demand the investigation of certain incidents from the General Assembly even if it is not on the meeting agenda, under the condition that the right to ask for information and investigation has been used before and if the appliance of shareholders rights is necessary, •Non-existence of an article in the Articles of Association regarding the General Assembly meetings to be held as open to public including media and shareholders without the right to speak, •No recognition of minority rights to those who own less than twentieth of the capital indicated in the Articles of Association, •Non-existence of models supporting the participation of stakeholders, mainly the company personnel to the management of the company without interfering with the company’s operations. Corporate Governance Committee will carry on the necessary efforts in order to achieve full compliance with Corporate Governance Principles. ASELSAN_FR13ENG_01-136.indd 96 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 97 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 Cumhur Sait Şahin TULGA Erhan AKPORAY Independent Member of Board of Directors Corporate Governance Committee Chairman Vice Chairman of Board of Directors Member of Corporate Governance Committee Hasan CANPOLAT Orhan AYDIN Member of Board of Directors Member of Corporate Governance Committee Member of Board of Directors Member of Corporate Governance Committee Mustafa Murat ŞEKER Murat ÜÇÜNCÜ Member of Board of Directors Member of Corporate Governance Committee Member of Board of Directors Member of Corporate Governance Committee PART I -SHAREHOLDERS 2. Relations with Shareholders Department The information regarding Investor Relations and Subsidiaries Department responsible for the relations with shareholders is given below. Ahmet DEMİR Aykan ÜRETEN Pınar ÇELEBİ Bâni Betül GÖKÇE Başak YÜCEKAYALI Chief Financial Officer / Vice President Finance Director Manager of Investor Relations and Subsidiaries Department Investor Relations and Subsidiaries Department/Senior Expert Investor Relations and Subsidiaries Department/Expert Contact information Phone: (312) 592 12 33 - 42 - 45 - 70 e-mail: [email protected] Main operations carried out by Investor Relations Department during 2013 are as follows: •Maintenance of exercise of partnership rights of shareholders, updated and safe records regarding shareholders, •Coordination of public disclosure of material events, •Answering the written inquiries of shareholders regarding the company excluding the information considered as private and trade secret not disclosed to public, ASELSAN_FR13ENG_01-136.indd 97 5/29/14 5:44 PM 98 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 •Ensurance of execution of General Assembly meeting in compliance with the regulation in force, Articles of Association and other company regulations, records being kept regarding the ballots and the results being reported to shareholders, •Monitoring of every issue regarding the public disclosure including the regulations and company policies on information, •Execution of tasks assigned by Corporate Governance Board, •Operation of transactions regarding capital increase, profit distribution, amendments on Articles of Association and works of Corporate Governance Principles, •Coordination of updating the list of people who have access to insider information; informing those people in purpose of protecting the insider information and obeying the privacy rules until financial and operational results are disclosed to public, •Coordination of preparation and publishment of Sustainability Report. The information and explanations which may affect the exercise of shareholders rights are provided in the company website. 3. Exercising of Information Acquisition Rights of the Shareholders Investor Relations Department has taken care of every written and verbal inquiry of all shareholders, particularly of Turkish Armed Forces Foundation, in 2013 with most accurate and fastest way. It is paid attention to respond to all the information demands of shareholders with complete and comprehensible responses. Investor Relations Department has been using the English website www.aselsan.com and Turkish website www.aselsan. com.tr actively in order to inform the ASELSAN’s investors on a timely and accurate basis and has been updating the information given on the web constantly. Full compliance of both Turkish and English chapters on “Investor Relations” on the website with the regulations was achieved. Within the context of regulations of Capital Market Board, in 2013; •General Assembly documents were published on the website in Turkish and English within legal deadlines, •General Assembly minutes and participants list were published on the website in Turkish and English, •2012 Annual Report was uploaded to the website in Turkish and English. •The investor presentations which are updated every 3 months were published on the website in Turkish and English, •Disclosures of material events made in 2013 were published on the website in Turkish and English and the announcements began to be published on the website in Turkish and English simultaneously after March 2013, •“Analyst Coverage” page was updated, •Corrections were made on “Capital Increases” page, •The missing content in “Dividend Info” page was completed, •“Compensation Policy” was added to “Policies” page, •“Investor Presentations” page was published, •ASELSAN Sustainability Report was published on the website in Turkish and English. Due to the reason that a regulation is present within the Turkish Code of Commerce (TCC) numbered 6102 according to which the shareholders will be able to request from the General Assembly the assignment of a private auditor for the inspection and disclosure of the financial status of the shareholders and due to the reason that the law and the relevant legislation are considered for the issues not present in the Articles of Association of the Company, there is no respective provision with regard to this issue in the Articles of Association. There was no request of any shareholders with respect to the assignment of a private auditor in 2013. ASELSAN_FR13ENG_01-136.indd 98 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 99 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 4. General Assembly Meetings The agenda and invitation related to the 38th Ordinary General Assembly Meeting dated 29.03.2012 with regard to 2012 operations realized at the Company headquarters were duly announced comprising all the necessary information in the Turkish Trade Registry Gazette dated 07.03.2013 along with five daily newspapers in Turkey. Furthermore the invitation was sent to the main shareholders and the shareholders attended to the previous meeting by post two weeks before the General Assembly. The General Assembly was held with the attendance of 106 shareholders, 19 physically, 87 electronically representing 45.015.835.266 shares (450.158.352,66 nominal) of 50.000.000.000 total shares. Media members did not participate in the General Assembly Meeting which was held for the first time simultaneously both physically and electronically. In scope of the Communiqué related to the Determination and Implementation of the Corporate Governance Principles of the CMB, Serial: IV, No:56, three weeks before the Ordinary General Assembly on date 07.03.2013, the Ordinary General Assembly Meeting agenda, place, time, copy of the power of attorney, total number of shares as of 07.03.2013 and the voting rights, the number of shares representing the privileged shares and their voting rights, the reasons for the changes by the election of the members of Board of Directors, which is present in the agenda, the decision of the Board of Directors related to the amendment to the Articles of Association, the old and new versions of the Articles of Association with the approvals of the CMB and the Ministry of Customs and Trade, the list of independent members of the Board of Directors, the proposal of the Board of Directors with respect to the 2012 year profit distribution, the CV’s of the independent members of the Board of Directors and their statements of independence were published on our Company website. The annual report was made available for the review of the shareholders at the headquarters 15 days before the General Assembly and handed to the shareholders to participate in the General Assembly and to the ones who made requests. For the facilitation of physical attendance to General Assembly Meeting in 2013, transportation from central spots to our Company head office was provided for our shareholders, and our shareholders who attended the General Assembly had a site visit. In the Ordinary General Assembly Meeting in 2013, the shareholders were informed regarding the presence of managing members, all the Board of Directors members and auditors at the meeting. No proposals were set forth by the shareholders during the meeting regarding the agenda. The shareholders exercised their rights to ask questions regarding the topics in the agenda and the answers to the questions took place in the General Assembly Meeting minutes. The minutes of the General Assembly Meeting held in 2013 can be reached from the website of the Company. In connection with article 1.3.7 of the Communiqué No:56 Serial: IV, a topic was added to the agenda of the Ordinary General Assembly in 2013 and in this scope information was provided to the Board of Directors stating that there was no authorization granted to the ruling shareholders with regard to the Company Management, Members of the Board of Directors, senior executives and to their spouses and relatives up to second degree and kins by marriage for them to perform acts which would cause conflict of interest with the Company or its subsidiaries, or to compete. No Extraordinary General Assembly Meeting was held during the year 2013. The shareholders were informed regarding the amount of donations and aids made in 2012 and the beneficiaries with a separate agenda item. The policy regarding the donations and aids formed in 2013 was submitted to the shareholders in the general assembly meeting in the agenda; a decision was made regarding the upper limit of donations and aids to be made in 2013 and the donation and aid limit was designated as 5 of thousandth (TL 146.000) of net income of consolidated financial statements prepared according to CMB regulations to be valid until general assembly meeting of the Company and group companies that will be held in 2014. ASELSAN_FR13ENG_01-136.indd 99 5/29/14 5:44 PM 100 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 5. Right to Vote and Minority Rights In article 25 of the Articles of Association titled “Right to Vote”, there is a provision stating that “the Shareholders and their representatives who are present at the Ordinary and Extraordinary General Assemblies shall have one right to vote for each share” and there is no privilege or no upper limit pertaining to the numbers of votes. The right to vote arises as soon as the share is acquired and there is no regulation setting forth that the vote shall be used when a certain time passes after the acquisition date of the share. The regulations regarding the voting of the shareholders through their representatives are followed by; in the event of a legal representation, it is certified and the open proxy rule is applied. In the General Assembly in 2013, the amendment to the Articles of Association regarding the Electronic General Assembly was approved. Particular attention is paid in exercising the minority rights in our Company and the provisions of Turkish Code of Commerce and the relevant legislation regarding minority rights are applied as is. All shareholders are treated equally in our Company, including the minority and foreign shareholders. There are no prevailing partners in our Company. In the Articles of Association, there is no provision with respect to the representation of the minority shares in the management and their accumulated casting of votes. Due to the voluntary implementation of this issue regarding the capital market legislation, provision with respect to the current General Assembly quorum is applied. 6. Dividend Rights There is no privilege with respect to the participation in the profit gained by the Company. The profit distribution policy was revised in 2013 and was submitted to General Assembly meeting. The profit distribution policy published on our website is given below. “The dividend amounts which shall be calculated considering the sustainable growth rate, market values and cash flows, the company equity, with the relevant legislation and the provisions of the articles of association over the distributable profit amount calculated taking the period profit as the basis which is shown on the financial statements of our Company prepared pursuant to the existing legal regulations (after the compulsory legal reserves are reserved and the taxes, funds and financial liabilities and losses of the previous year, if any, are deducted and the donations are added), The profit distribution proposal which shall be prepared by the Board of Directors in order for the shares which shall be issued by means of adding the cash or the dividend on the capital on the date(s) determined pursuant to the regulations of the Capital Markets Board to be distributed in cash in the defined amounts or as bonus shares or bonus shares in defined amounts, shall be submitted to the approval of the General Assembly. Following the approval of the General Assembly, the determined profit share distribution amounts are distributed to the shareholders within the legal periods on the date determined by the General Assembly. There is no privilege to participate to the profit of our Company. The profit shares are distributed equally regardless of all the existing shares and their issue and acquiring dates.” As per the decision taken in the General Assembly pursuant to the provisions of the Articles of Association and to the Capital Market Law and other legal regulations in 2013 and within the legal periods, out of the profit gained from 2012 operations, the gross amount of TL 78.500.000 (TL 0,157 per TL 1 of share, gross 15,7% over the capital) (net TL 66.725.000- TL 0,13345 per TL 1 of share, net 13,345% over the capital) was distributed to our shareholders as cash dividend. ASELSAN_FR13ENG_01-136.indd 100 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 101 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 7. Transfer of Shares The transfer of the nominated Group A shares representing majority part of the capital and which are not traded in Borsa Istanbul has been restricted with the provision of article 6 of the Articles of Association stating “Group A shares shall not be sold or transferred without the consent of the Board of Directors; in the event that these shares are transferred or sold to third parties partially or completely without the consent of the Board of Directors, the Board of Directors is entitled to abstain from recording this sale in the records without stating a reason”. However, in 2013, the amendment of the related Article 6th in the following respect “Group A shares shall not be sold or transferred without the consent of the Board of Directors because of the Company’s operations in security and defence industry; in the event that these shares are transferred or sold to third parties partially or completely without the consent of the Board of Directors, the Board of Directors is entitled to abstain from recording this sale in the records” will be submitted to the shareholders’ approval in General Assembly meeting for which the permissions were attained from Capital Markets Board and Ministry of Customs and Trade. PART II - PUBLIC DISCLOSURE AND TRANSPARENCY 8. Disclosure Policy The Disclosure Policy of our company was revised in accordance with the Communiqué on Material Events numbered II-15.1 and will be submitted to the shareholders’ information in the General Assembly meeting in 2014. The Disclosure Policy of our company is published in the Annual Report of 2013. In our Disclosure Policy; •Carrying the relations with capital market participators and following the capital market regulations, •Exercise of shareholders’ right and meeting the information demands of investors and shareholders, •Regulations related to General Assembly Meetings, •Information flow including the website and the coordination of related matters are indicated. Board of Directors is responsible from forming the Disclosure Policy, its follow-up, evaluation and development. Corporate Governance Committee informs and proposes to Board of Directors on issues regarding Disclosure Policy. Any question or explanation can be made regarding ASELSAN by: •Chairman and Members of Board of Directors •CEO •Vice CEO either verbally or in written form. Personnel other than indicated here are not authorized to answer any written or verbal inquiry demand received from capital market participators. Received information demands are forwarded to Investors Relations and Subsidiaries Department. The information to be disclosed to the public is submitted in a timely, accurate, complete, comprehensible and interpretable manner, easily accessible with low costs and equally and in a manner to support the beneficiaries to make decisions. ASELSAN_FR13ENG_01-136.indd 101 5/29/14 5:44 PM 102 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 Investor Relations Department personnel have been assigned to pursue and monitor all kinds of issues related to public disclosure. Capital market participators such as investors and financial analysts are directed to this department. Meetings with the capital markets participants are seen as a significant part of developing investor relations for our Company. However, no new information is provided in these meetings but only already disclosed information is updated and ASELSAN does not disclose any insider information which shall affect the value of ASELSAN shares and the decision of the investors and which have not yet been disclosed to the public. The reports and presentations shared with a certain group of investors are also published on the website along with a material event disclosure. In compliance with the transparency principle, accounting policies and activity results are also disclosed to the public in a realistic manner. Pursuant to the CMB regulations, 43 material event disclosures were made within 2013 via Public Disclosure Platform. These are made available on our website as well. There were no additional explanation requests by the CMB or by Borsa Istanbul within the year. During 2014, the disclosures regarding financial statements -except notes- will be declared in English simultaneously with the Turkish version in Public Disclosure Platform. Explanations in English will be prepared in summary in accordance with the Turkish explanation in a precise, direct and comprehensible manner. Pursuant to the Disclosure Policy of our Company, prospective expectations are also disclosed to the public. Within this context, our expectations for the 2013 consolidated financial results were disclosed on 05.03.2013 and the management evaluation regarding the realization of our expectations are included in article 9 of the Board of Directors Annual Report. Disclosure of the “People who have Access to Insider Information” to the Public The list of people who have access to insider information which has been prepared in accordance with CMB regulations since 2004 was reviewed in accordance with the Communiqué on Material Events dated 23.01.2014 numbered II-15.1 and it has been followed by being loaded to the system of Central Registry Agency. 9. Company Website and its Content In order to inform our shareholders in a timely and accurate manner within the context of public disclosure and transparency; the website of the Company at the address www.aselsan.com.tr in Turkish and www.aselsan.com in English is actively used and the information published on the web are updated regularly. In 2013, full compliance acquired to related regulations and judgments under “Investor Relations” section in both the Turkish and English versions of our Company’s website. The section “Investor Relations” is included on our website also comprising the issues listed in article 2.2 of the Communiqué Regarding Determination and Implementation of Corporate Governance Principles issued by the CMB, Serial: IV, No: 56 which also includes the judgments noted in 2.1.1. numbered governance principle of Corporate Governance Communiqué numbered II-17.1 issued on 03.01.2014. ASELSAN_FR13ENG_01-136.indd 102 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 103 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 Under “Investor Relations” section; 1. Corporate Governance 1.1 Shareholder Structure 1.2 Board of Directors 1.3 Board Committees 1.4 Articles of Association 1.5 Company Profile 1.6 Policies 1.7 Ethical Principles 1.8 General Assembly Meeting 1.9 Compliance with Corporate Governance Principles 1.10 Corporate Governance Rating 2. Stock Info 2.1 Stock ID 2.2 Non-Deposit Shares 2.3 Capital Increases 2.4 Dividend Info 2.5 Analyst Coverage 2.6 Registration Statement and Public Offering Circular 3. Annual Reports 4. Financial Data 4.1 Financial Reports 4.2 Financial Highlights 4.3 Investor Presentations 5. BIST Disclosures 6. Frequently Asked Questions 7. Contact chapters exist. Necessary records and information are included under these titles. The information given on the Turkish website under “Investor Relations” section is included entirely on the English website. 10. Annual Report The Board of Directors prepare the annual report in detail regarding the Company activities and which enable the public to reach complete and accurate information that can be comprehensive. The 2013 annual report of our Company was prepared as per the Turkish Code of Commerce numbered 6102, the Regulation Regarding the Determination of the Minimum Content of the Annual Reports of Companies issued by the Ministry of Customs and Trade, the Communiqué Regarding the Principles Related to Financial Reporting in the Capital Market and the Communiqué Regarding the Determination and Implementation of the Corporate Governance Principles, both issued by the Capital Markets Board. ASELSAN_FR13ENG_01-136.indd 103 5/29/14 5:44 PM 104 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 PART III - STAKEHOLDERS 11. Informing the Stakeholders The information requests of stakeholders are keenly handled and attention is paid in responding these accurately and in an understandable manner. Our employees are informed with a personnel hand book and informing presentations over the intranet. As for our suppliers, strategic cooperation and certified suppliers policy is followed and our suppliers are informed via internet or e-platforms and face to face meetings are held through visits. The studies are being carried on in order to establish “ASELSAN Suppliers Portal” in order to enrich the content, efficiency and quality of our communication with the suppliers. While web-based electronic purchase platform is already used in the internet, the platform will be upgraded to a more comprehensive content. In the suppliers’ portal, it is targeted for the suppliers to reach and govern the information regarding them. Our Company’s main principle is the continuous development, improvement and verification of processes, services and products and to provide its customers with services and products without any defects in order to meet all their requirements. For this purpose, a quality system has been established where the Quality Handbook, directives, quality plans, standards, audit and test directives are documented, exercised and constantly improved. Our core principle related to customer satisfaction is to deliver products/services meeting the expectations and requirements of the customers. For this purpose, requirements are defined in an accurate and complete manner and products tailored for these requirements are designed and produced and the logistics support is provided accordingly. Customer satisfaction evaluations are open to access of every director within the context of Management Reports and the results and tendencies of customers are evaluated on a yearly basis by the upper management. Our products are designed and produced in accordance with the military, civil and international standards. Starting with the design phase, these quality standards are fulfilled throughout the life-cycle of our high-end technology products and strict tests and controls are applied in every stage of production starting at the material procurement stage in order to guarantee that all products are produced in the same quality. Our products and services have been certified by internationally accepted standards such as AS9100, ISO 9001, AQAP and CMMI. The conformity of our products and services are approved every year with the audits performed. To minimize quality problems, the suppliers are subject to commercial, technical and qualitative evaluations in order to assure that, materials and software or related services are supplied from reliable suppliers. The result of the evaluation is submitted to the suppliers and qualified ones are chosen to work with. Within this context, in 2013 orders, half of which were domestic orders, were given to 3.700 suppliers. The quotations of the suppliers and the written communications are deemed confidential and not disclosed to third parties or unauthorized people. With the directives formed, provision and implementation of unfair benefit with respect to the relations between the customers and the suppliers have been prevented. ASELSAN Magazine published every 4 months provides information regarding the activities, technical issues and up-todate social events. Hardcopies of ASELSAN Magazine is delivered to the end users of ASELSAN products, shareholders who participated to the General Assembly Meeting, company employees and other related parties and uploaded to the website right after it is published. ASELSAN_FR13ENG_01-136.indd 104 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 105 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 The Compensation Policy can be accessed from our company’s website under Corporate Governance title. The members of the Board of Directors and the executives do not perform any activities that may cause shareholders to incur losses or may diminish the Company assets. It is resolved that the actions to be taken with regard to the article of Corporate Governance Principles “The company builds the necessary mechanisms through which the stakeholders may inform the corporate governance committee or audit committee about the transactions of the company which are in contradiction with the related regulation and are ethically inappropriate.” shall be coordinated by the Audit Committee and the studies regarding this issue are carried on. 12. Participation of Stakeholders in the Management In the Articles of Association, there are no provisions regulating the participation of the stakeholders in the management. However, their participation to management shall be supported provided that it does not corrupt the Company activities. The corporate governance structure of the Company gives the opportunity to all stakeholders including the employees and representatives to convey their worries with regard to transactions which are inappropriate in terms of legality and ethics. The Company employees have the opportunity to convey their expectations and requests through the representatives. The Company employees are informed about their financial and social rights over the intranet. Besides, there is an Employee Representative Agency in the Company where 40 representatives are present and which is formed by the Company personnel to enable the contact between the Company personnel and the management. The periodical meetings held with the employee representatives are the platforms where employers and employees exchange their wishes, requests and opinions regarding the implementations. The meeting minutes formed as the result of these meetings are announced to all personnel through the employee representatives page on the intranet. The presidency of the employee representative is performed by Yasin Zengin and the coordinator role is carried out by Mert Kovuk. The duties and authorizations of the Employee Representative Agency is to convey the wishes, proposals and problems of the group personnel represented and to share the received opinions with the group personnel and to pay efforts to provide an open and efficient communication between the personnel and the management. In addition, since the beginning of 2013, parallel to the mission, vision, aims and sustainable success strategy of ASELSAN, idea management system was put into force which promotes innovation, constant improvement and efficiency. The ideas chosen to be realized by ASELSAN Idea Evaluation Committee are awarded. 13. Human Resources Policy The human resources policy of our Company is to adopt an understanding which adds successful and dynamic talents to ASELSAN family required pursuant to the vision of ASELSAN, which contributes to the sustainable success of ASELSAN with employee oriented approaches, adds value and which takes side of its employee at all times. Within this scope and pursuant to the vision, mission and the principles of the Company, regulations have been set out pertaining to the working conditions of the personnel, their qualifications, recruitment, promoting, remuneration, rewarding, dismissal, disciplinary treatments, rights, tasks and liabilities and other personal rights. 55% of our employees stand for the engineering group, 32% for the technician group 7% for the administrative group, 3% for the office personnel and 3% of the worker group. Among the company personnel, there are 2 leaders, 1 chief, 10 personnel representing the engineers, 21 personnel representing the technicians, 2 personnel representing the bureau personnel and 4 personnel representing the workers, which make up a total of 40 personnel representatives. There were no complaints related to discrimination from the employees in 2013. Performance and rewarding policies are announced to all of our employees through Company directives. ASELSAN_FR13ENG_01-136.indd 105 5/29/14 5:44 PM 106 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 14. Ethical Rules and Social Responsibility The ethical rules of our Company have been written and were published on our website. Furthermore, in order to integrate and develop the ethical rules with the implementations, an Ethical Committee was established to meet the evaluation, direction, consulting and recommendation requirements and create shared knowledge. “Ethical Principles and Behavior Rules” document is announced to all ASELSAN personnel with all its exhibits and the personnel makes a written commitment that s/he acknowledges the information and ethical values. When an amendment or an update is made on this document, the changes are made known to all the personnel and training programs about these changes are organized if seen necessary. Ethical Committee comprises of nine members and the secretariat is handled by Human Resources Manager. Other members are the representatives indicated by divisions; the Law Department and Procurement Department charged by the CEO. If there are no changes in the organization, the Ethical Committee members serve at least for five years. Ethical Committee meets 4 times a year unless an application or disobedience is present. CEO or any member of the committee can call a meeting. Beyond intervening in applications and disobedience, Ethical Committee represents reason and conscience of ASELSAN and works to increase the awareness in ASELSAN family. When there is an application, required research conclusions and necessary documents are forwarded to Ethical Committee. Committee Chairman presents these to the CEO and a parallel investigation is carried out. At the end of this investigation, necessary steps are taken in accordance with relative law and ASELSAN regulations. The applications and disobedience is reported periodically in Board of Directors meeting. Audit Committee is responsible for establishing the mechanism where the complaints regarding the unethical behaviors and acts against the regulations are evaluated, concluded and operated confidentially. The Committee is expected to complete its studies on this matter during 2014. A British institution, Carbon Disclosure Project (CDP) which reports how the risks of climate changes are managed by the companies announced the 2012 results of the Turkey Carbon Transparency Project. Our Company, applied to the project for the first time, was ranked in the “highest” category. ASELSAN, being proud to work to leave a better world for the future generations, shall continue to take place in the national and international platforms with respect to sustainability and climate change matters with its leading applications. Our Company is sensitive on the social activities which are supported in favor of the public in general and are respectful towards its environment. The greenhouse gas emissions of our Company are calculated by taking the TS ISO 14064 and Green House Protocol as the reference and are monitored all the time. We have certifications for ISO 14001 Environmental Management System and OHSAS 18001 Work Health and Safety Integrated Management System. In addition, since 2013 for each new personnel recruited a new tree is planted. Our company has supported the competition “New Ideas New Jobs” organized by METU and METU Teknokent in 2013 in Defence Industry category. ASELSAN_FR13ENG_01-136.indd 106 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 107 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 PART IV - BOARD OF DIRECTORS 15. Structure and Formation of Board of Directors 3 members of 9 members of Board of Directors are independent members. The duties of Nomination Committee are executed by Corporate Governance Committee. In 2012 General Assembly Meeting, Independent Members of Board of Directors elected for 1 year of service were nominees for 2013 membership. The report on evaluation of list of Independent Members of Board of Directors prepared by Corporate Governance Committee on 05.03.2013 was presented to Board of Directors on the same date and the CV’s and independence declarations of 3 nominees were announced on our website to public on 05.03.2013. As a result of the voting at the General Assembly Meeting on 29.03.2013, 3 nominees were elected as Independent Members of Board of Directors. There is a female member among Independent Members of Board of Directors. There were no cases to eliminate the independency of the Independent Members of the Board of Directors in 2013. The CVs of the Members of the Board of Directors are included in the 2013 annual report and the information with respect to their duty terms is provided in the below table. Name Surname Necmettin BAYKUL Erhan AKPORAY Halil SARIASLAN Duty Chairman / Managing Member Vice Chairman / Managing Member Independent Member Election Date March 2013 March 2011 March 2013 Lamia Zeynep ONAY Independent Member March 2013 March 2014 Cumhur Sait Şahin TULGA Independent Member March 2013 March 2014 Hasan CANPOLAT Member BoD Decision on 16.05.2013 BoD Decision on 16.05.2013 Mustafa Murat ŞEKER Member ASELSAN_FR13ENG_01-136.indd 107 Termination Date March 2014 March 2014 March 2014 First General Assembly Meeting First General Assembly Meeting Responsibilities other than the Company Başkent University International Trade Department Chairman METU Business Administration Department Lecturer Mentoro Ltd. Şti. Founding Partner, Director Consultant to Ministry of National Defence Head of Department in Undersecretariat for Defence Industries 5/29/14 5:44 PM 108 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 Name Surname Duty Election Date Orhan AYDIN Member 16.05.2013 First General Assembly Meeting Murat ÜÇÜNCÜ Member 16.05.2013 First General Assembly Meeting Cengiz ERGENEMAN CEO January 2006 Termination Date Responsibilities other than the Company Chairman of Board of Directors in; OSTİM Org. Industry Region, OSTİM Industrial Invest. And Management LTD, OSTİM Middle East Industry and Commerce Centre R&D Educ. And Support Inst., OSTİM Small Industry Cite Cooperative Building House, Kızılcahamam Aksaya Investment Const. Management LTD and OSTİM Finance and Business Centre Construction Real Estate Electronic Production LTD.; Ankara Development Agency Member of Board of Directors, Aydın Insurance LTD Partner and Manager, Ankara Chamber of Industry Discipline Committee Member IGG ASELSAN Integrated Sys. LLC Board of Directors Vice Chairman, SASAD Board of Directors Chairman In article 13 on the Articles of Association titled “Duties and Authorization of the Board of Directors”, the duties and authorization of the Board of Directors have been defined and the amendment to the Articles of Association with regard to the compliance of these with the corporate governance principles was approved in 2013 General Assembly Meeting. Besides, the Board of Directors Working Directive also describes the Duties and Authorization of the Board of Directors. With the article 14 of the Articles of Association titled “Assignment of the Authorization to the CEO”, the assignment of the authorization of the Board of Directors to the CEO has been set out. The duties and authorization of the executives are described in the “Duties and Responsibilities Directive” formed within the Company. ASELSAN_FR13ENG_01-136.indd 108 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 109 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 The duties of the Members of the Board of Directors and of the CEO carried out outside the Company, information regarding the term of office and the statements of the board of members with respect to their independencies: •There are no members of Board of Directors carrying out an executive duty. •The statements of independence of the Independent Members of the Board of Directors have been provided at the end of the Compliance Report. •The Members of the Board of Directors fulfill their duties without any interest or benefit and pursuant; to the liabilities and authorizations undertaken by the Board of Directors and to the regulations of the Turkish Code of Commerce and Capital Markets Board. •Members of the Board of Directors are liable not to enter into any commercial treatments directly or indirectly with the Company that coincides with the Company objectives, on their behalf or on behalf of others without the consent of the General Assembly. 16. Principles of Activity of Board of Directors Board of Directors carries out its duties and responsibilities determined with reference to Turkish Commercial Code, Capital Market Law and Articles of Association. In this context, the basis of duties and operations are indicated in details in ASELSAN Board of Directors Operation Directives. The agenda of the Board of Directors meetings is formed with the proposals of the Members of the Board of Directors and the committees and the CEO, it is afterwards evaluated by the Board of Directors Chairman and finalized. The subjects emerged as urgent and which are considered worthwhile to discuss may be added to the agenda during the Board of Directors meeting. As per article 10 of the Articles of Association, the Board of Directors assemble when required and at least once a month. The number of Board of Directors Meetings in 2013 was 41 (27 decision in 41 meeting are interim decisions). All of the Members of the Board of Directors attended 20 meetings. The place, date, time and agenda of the next meeting is decided at the Board of Directors Meetings. Documents pertaining to the meeting agenda are sent to the members of Board of Directors at least 3 work days before the meeting by the General Management. The Members of the Board of Directors attend the meetings and fulfill their duties as per their authorization and responsibilities. The members who do not attend the meetings submit their excuses. There is a secretary available for informing and enabling the communication of the Members of the Board of Directors. Additionally, there is a reporter to carry out required tasks. During recording the meeting resolutions to the Board of Directors Resolution Book, the Board of Directors Reporter acts as per the articles 64, 65 and 390 of Turkish Code of Commerce regulated with respect to the liability to keep books, the method of keeping books and the decisions of the Board of Directors, respectively. According to this, the reporter enables, the date and number of the decision, names and surnames of the attendants, the names and surnames of the members of Board of Directors who did not attend the meeting and their excuses, if any, the agenda of the meeting, proposals and negotiations regarding the agenda, the decision, dissenting opinions, if any, and the signatures of the attendants to be recorded in the book. ASELSAN_FR13ENG_01-136.indd 109 5/29/14 5:44 PM 110 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 All members have one right to vote, including the chairman. If the numbers of votes are equal, the vote of the chairman does not change the result. Abstaining is not possible, either rejection or acceptation is voted. The vote of the abstaining member is considered as a rejecting vote. The member casting a reject vote states the ground for this in the meeting minutes and undersigns it. According to the article 11 of the Articles of Association titled “Quorum of Meeting and Decision Making”; “The provisions of the Turkish Commercial Code, Capital Market Law, regulations of the Capital Markets Board in connection with corporate governance and other relevant legislation are taken into account with respect to the meetings and decision making quorums of the Board of Directors as well as with respect to any Board of Directors members assuming duties and positions outside the Company. Any action and resolutions taken by the board of Directors without complying with the Corporate Governance Principles, which are made obligatory as to be complied by the Capital Markets Board, are invalid and considered as in contrary to the Articles of Association”. There were no related party transactions or any other significant issue which had to be submitted to the approval of the general assembly since they were not approved by the Independent Members of the Board of Directors. The signed decisions are made available to the follow up of the Members of the Board of Directors and Executive Committee Members in the electronic environment. 17. Number of Committees Formed in the Board of Directors with Their Structures and Independency As per the title “Committees Formed Within the Board of Directors” in the Communiqué Regarding Determination and Implementation of Corporate Governance Principles by the Capital Markets Board, our Company’s Board of Directors, in the meeting dated 10.04.2012, formed an Audit Committee, Corporate Governance Committee and Early Detection and Management of Risk Committee and announced this to the public. There are no Nomination and Remuneration Committees within the Board of Directors and the duties of these are carried out by the Corporate Governance Committee. The directives of Audit Committee, Corporate Governance Committee and Early Detection and Management of Risk Committee are made available at the website of our Company. The Independent Members of the Board of Directors and four members of the Board of Directors have duties in more than one committee. This is because it is obligatory that all members of the Audit Committee and the chairman of the other committees should be Independent Members of the Board of Directors. Boards of Directors have made the annual evaluation of the committees composed under its structure and the evaluation report is available in 2013 Annual Report. AUDIT COMMITTEE Halil SARIASLAN Lamia Zeynep ONAY Cumhur Sait Şahin TULGA ASELSAN_FR13ENG_01-136.indd 110 Chairman / Independent Member of Board of Directors Member / Independent Member of Board of Directors Member / Independent Member of Board of Directors 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 111 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 The main duties of the Audit Committee that were set out in the “ASELSAN Audit Committee Work Directives” regulating the working principles of Audit Committee are as follows: •To enable the disclosure of the financial data of ASELSAN, to pursue the operation and efficiency of the accounting system, independent audit, internal audit and internal control system of the company, •To assemble at least every 3 months, to share the meeting minutes with the Board of Directors. Meetings were held by Audit Committee on dates 05.03.2013, 16.05.2013, 22.08.2013 and 11.11.2013 regarding the financial statements with the participation of the relevant independent audit company in 2013. In order to maintain the efficiency of internal audit, attention was paid to strengthen the cooperation with Internal Audit and Assessment Board (IAAB) and to the supervision of internal audit activities, direct and continuous communication was established between Audit Committee and IAAB. A dimension of this communication; Audit Committee-IAAB coordination meetings, were held four times on dates 27.02.2013, 15.05.2013, 17.09.2013 and 12.12.2013. Audit Committee was informed about the IAAB activities in these meetings. The Committee was active in two main topics in 2013: i. Independent Audit Activities and Works Regarding the Audited Financial Statements: “Communiqué on Financial Reporting in Capital Markets” Serial: II, 14.1 regulated the preparation of financial reports and their basis, principles of presentation to the relevant parties. December 2012 and March 2013 financials were prepared in accordance with the communiqué numbered Serial: XI, No:29 while June 2013 and September 2013 financials and annual report was prepared according to the communiqué numbered Serial: II, 14,1, and submitted to Board of Directors by Audit Committee and presented to the public via Public Disclosure Platform. As a result of the evaluation of independent audit firm for 2014, the decision making of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to give the service was handled by Procurement Department and the purchasing decision was submitted for approval on Board of Directors meeting in 2014 January to be discussed in 31 March 2014 General Assembly Meeting. ii. Internal Audit and Assessment Committee Activities: Within the scope of the internal audit activities of the Company, the relations between the Presidency of Internal Audit and Assessment Board (IAAB) and the Board of Directors have been carried out through Audit Committee. A direct and continuous contact between Audit Committee and IAAB is present. ASELSAN_FR13ENG_01-136.indd 111 5/29/14 5:44 PM 112 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 CORPORATE GOVERNANCE COMMITTEE Committee Members (2013 January - May) Cumhur Sait Şahin TULGA Ahmet ŞENOL Osman Kapani AKTAŞ Erhan AKPORAY Aykud Alp BERK Chairman/Independent Member of the Board of Directors Member/Member of the Board of Directors Member/Member of the Board of Directors Member/Member of the Board of Directors Member/Member of the Board of Directors Committee Members (2013 May - December) Cumhur Sait Şahin TULGA Erhan AKPORAY Hasan CANPOLAT Orhan AYDIN Mustafa Murat ŞEKER Murat ÜÇÜNCÜ Chairman/Independent Member of the Board of Directors Member/Vice Chairman of the Board of Directors Member/Member of the Board of Directors Member/Member of the Board of Directors Member/Member of the Board of Directors Member/Member of the Board of Directors The main duties of the Corporate Governance Committee were set out in the “ASELSAN Corporate Governance Committee Work Directives” as follows: •To carry out studies for the implementation of Corporate Governance Principles in the Company, •To observe whether the Corporate Governance Principles have been implemented or not and if not implemented to determine the grounds for this and the conflicts of interest arising due to not complying with these principles and to make proposals for improving the status, •To monitor the studies of the Investor Relations Department, •Corporate Governance Committee assembles every 3 months and in every situation when necessary. The meeting minutes are submitted to the Board of Directors. The Corporate Governance Committee assembled four times within the activity year 2013 on dates 29.01.2013, 05.05.2013, 22.08.2013 and 28.11.2013. The meeting minutes of the Committee may be reached on our website. The committee was active in three respective tasks in 2013: i. Operations of Investor Relation Department: Until December 2013, the responsibilities and duties of investor relations were carried out by Investor Relations and Subsidiaries Unit under Treasury and Fund Department; since December 1st of 2013, Investor Relations has been structured as a separate Department. The representative of this department have attended the meetings of corporate governance committee and informed the committee on the operations periodically. The duty of monitoring the operations of Investor Relations Department was given to Corporate Governance Committee with reference to the Communiqué. The applications for amendment in Articles of Association, organization of General Assembly meeting for 2013, concluding the record of physical stakes and payments made to Central Registry Agency, material events disclosure with reference to Capital Markets Board declarations, analyst and investors meetings and the update of “Investor Relations” section of our website performed by Investor Relations in 2013 were reviewed. ASELSAN_FR13ENG_01-136.indd 112 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 113 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 ii. Corporate Governance Rating: The evaluation of corporate governance rating performed by SAHA Corporate Governance and Ranking Services LTD on 13.12.2012 were concluded during the last quarter of 2013. According to the review, the score of 13.12.2013 8,77 out of 10 was revised as 9,07 out of 10. The scores are respectively as follows; for shareholders 80,90, for Public Disclosure and Transparency 99,19, for Stakeholders 94,85 and for Board of Directors, 89,87 out of 100. In this context, our share remained in the same index since 14.12.2012. The report can be accessed on our website. iii. Election of Independent Board Members As given by Corporate Governance Principles, the responsibility of evaluating and reporting the nominations and their independency status is given to the Nomination Committee, in companies where this committee is not formed because of the structure of the Board of Directors, the responsibility is given to Corporate Governance Committee. Within this context, the evaluation of nominations which were made until the end of February 2013 was carried on by the Committee and the resulting nominee list was presented at the Board of Directors meeting on 05.03.2013. The list was proposed to shareholders’ voting on General Assembly Meeting on 29.03.2013 and as a result Cumhur Sait Şahin TULGA, Lamia Zeynep ONAY and Halil SARIASLAN were elected as independent members to serve for 1 year. EARLY DETECTION AND MANAGEMENT OF RISK COMMITTEE “Early Detection and Management of Risk Committee”, which was established with the resolution of ASELSAN Board of Directors on 10.04.2012, 720/1 executes its operations within the framework of regulation ASY-01-066. The member number of the committee which was working with 3 Board of Directors members and 2 consultant members until May 2013, was increased to 6 with 767/1.c. numbered ASELSAN Board of Directors resolution. The members are listed below: Committee Members (2013 January - May) Lamia Zeynep ONAY Birol ERDEM Erhan AKPORAY ASELSAN_FR13ENG_01-136.indd 113 Chairman / Independent Member of the Board of Directors Member / Board of Directors Vice Chairman Member / Member of the Board of Directors 5/29/14 5:44 PM 114 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 Committee Members (2013 May - December) Lamia Zeynep ONAY Erhan AKPORAY Hasan CANPOLAT Murat ÜÇÜNCÜ Mustafa Murat ŞEKER Orhan AYDIN Chairman / Independent Member of the Board of Directors Member / Member of the Board of Directors Member / Member of the Board of Directors Member / Member of the Board of Directors Member / Member of the Board of Directors Member / Member of the Board of Directors In order to support the Corporate Risk Governance System development operated by the committee, Chief Financial Officer and Strategic Management Director were involved in the committee as consultants. In addition, the secretary duties are operated by Strategic Management Directorate. The committee continues its studies in determining the risks which may prevent ASELSAN from reaching its goals; governing these risks in accordance with the company’s risk handling profile, its reporting; consideration through decision mechanisms and establishment of internal control. In this respect, in 2013, the committee held 8 meetings on 10.01.2013, 24.01.2013 20.03.2014, 18.04.2013, 12.06.2013, 30.07.2013, 24.10.2013 and 25.12.2013. Committee’s works are summarized below. “ASELSAN Risk Map” and “ASELSAN Risk Inventory Report” were completed in January 2013 and submitted to Board of Directors’ information and approval. ”2012 Evaluation Report” was prepared and submitted to Board of Directors’ information on February 2013. As a result of legal obligations, the risks to be placed in the annual report were indicated and the evaluations of risks were included in “ASELSAN Annual Report”. “Corporate Risk Evaluation Report” was completed and has been submitted to Board of Directors with a 2 months period since April 2013. Within the context of the operations followed with the report; •Important risks beared by ASELSAN were identified and risk classification, explanation, rating, strategy, owner, present operations and relevant indicators were included in the report. •In order to follow the risk developments, for adoptable risks, the utilization of indicators was embraced. In this respect, relevant indicators were evaluated, alternative indicators were investigated and necessary indicators were selected with detailed explanations. The surveillance of risks began with the determination of responsible people about relevant data. •Warning benchmarks for risk indicators were determined and it was targeted to draw the attention of Board of Directors to the risks which go beyond the benchmark at the end of the report. •In the meetings held by the committee, present developments regarding the risks began to be evaluated. In order to increase the operation of Corporate Risk Governance System and reducing present risks to minimum, Committee suggestions and proposals are shared with related departments. ASELSAN_FR13ENG_01-136.indd 114 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 115 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 18. Risk Management and Internal Audit Mechanism Internal audit operations and corporate governance are facilitated via risk management and development of efficiency of internal audit procedures in ASELSAN. The most important role of internal audit operations is assuring the Audit Committee and Board of Directors that the risks are being managed effectively. Annual audit plan and work programs are prepared on a risk basis and audit results are reported periodically to Audit Committee. Harmonization with legal and firm regulations, the status of application of ethical principles and risk riddling off is evaluated by internal audit department. 19. Strategic Objectives of the Company The Board of Directors is the top level body to make strategic decisions and to execute and represent. As per the Articles of Association of the Company, the Board of Directors is responsible to determine the strategic plans and control their implementations. Strategic governance process is a part of Corporate Governance and is managed by Strategic Governance Committee formed by the members of Board of Directors and Strategic Management Director. Reaching ASELSAN’s long term goals and sustaining success can be achieved through environment friendly strategies. ASELSAN’s vision is to become one of the biggest 50 defence industry companies. In this respect, perspective plans looking beyond 10 years, 5 year plans updated every year and 3 year budget plans are prepared. With this methodology, short and middle term targets are specified by considering long term goals. The operations to be carried out for these targets are executed by Company Divisions and performance evaluations are made based on Balanced Scorecard. 20. Financial Rights Monthly remunerations provided to our Members of the Board of Directors are determined by the General Assembly and no other benefits are granted apart from the monthly remuneration. Pursuant to the resolution taken at the 38th Ordinary General Assembly held on 29.03.2013, the Members of the Board of Directors are paid TL 2.200 per month. As for the determination of the financial rights of the board members, no reward system is applied to reflect the Company performance and which is based on the performance of the Members of the Board of Directors. No Member of the Board of Directors or executives has been provided with loans or credits by our Company. The remuneration principles for the Board of Directors and the Senior Managers of the Company have been formed and the shareholders were provided with this information at the Ordinary General Assembly Meeting held in 2012 and it was announced to the public through our website. As an obligation of the Corporate Governance Communiqué numbered II17.1 published in 2014, the remuneration policy was reviewed and it will be submitted to the information of shareholders during General Assembly Meeting of 2014 where 2013 operations will be discussed. ASELSAN_FR13ENG_01-136.indd 115 5/29/14 5:44 PM 116 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, Prof. Dr. Halil SARIASLAN 27.02.2013 ASELSAN_FR13ENG_01-136.indd 116 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 117 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, Assoc. Prof. Dr. Lamia Zeynep ONAY 27.02.2013 ASELSAN_FR13ENG_01-136.indd 117 5/29/14 5:44 PM 118 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, Cumhur Sait Şahin TULGA 27.02.2013 ASELSAN_FR13ENG_01-136.indd 118 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 119 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Annual Report of Board of Directors with Respect to the Period 1 January - 31 December 2013 APPROVE Necmettin BAYKUL Erhan AKPORAY Chairman of Board of Directors Vice Chairman of Board of Directors Halil SARIASLAN Lamia Zeynep ONAY Cumhur Sait Şahin TULGA Member of Board of Directors Member of Board of Directors Member of Board of Directors Hasan CANPOLAT Orhan AYDIN Mustafa Murat ŞEKER Member of Board of Directors Member of Board of Directors Member of Board of Directors Murat ÜÇÜNCÜ Member of Board of Directors Cengiz ERGENEMAN Chief Executive Officer ASELSAN_FR13ENG_01-136.indd 119 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 120 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Statement of Responsibility TO THE PRESIDENCY OF BORSA ISTANBUL 34467-Emirgan-İSTANBUL 05/03/2014 AS300-14M-6709 ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş. BOARD OF DIRECTORS MEETING ON APPROVAL OF FINANCIAL TABLES AND ANNUAL REPORTS DATE OF RESOLUTION: 05/03/2014 RESOLUTION NUMBER: 802 STATEMENT OF RESPONSIBILITY AS PER SECTION TWO, ARTICLE 9 OF THE CAPITAL MARKETS BOARD COMMUNIQUÉ SERIAL NUMBERED II, NUMBERED 14 We hereby declare that; a) We have examined the consolidated balance sheet dated 31/12/2012 and comparative consolidated balance sheet dated 31/12/2013, consolidated income statement issued for the period 01/01/2012 - 31/12/2012 and comparative consolidated income statement issued for the period 01/01/2013 - 31/12/2013, consolidated additional financial tables, all audited independently, notes dated 31/12/2013 and annual report of the Board of Directors issued for the period ending on 31/12/2013, b) As per the information we obtained in line with our duties and responsibilities at the company, the financial tables and annual report of the Board of Directors do not include any comments which materially misrepresent the facts and any missing data which might be misleading as of the announcement date, c) As per the information we obtained in line with our duties and responsibilities at the Company, the consolidated financial statements prepared in accordance with the CMB Communiqué Serial II, No:14.1, accurately represents the assets, liabilities, financial position and profit or loss informations of the Company and the companies in the scope of consolidation; the annual report accurately represents the development and performance of the business, the financial position of the Company and the companies in the scope of consolidation and the significant risks and uncertainties which may company faces. Regards, ASELSAN A.Ş. Halil SARIASLAN Audit Committee Chairman Lamia Zeynep ONAY Audit Committee Member ASELSAN_FR13ENG_01-136.indd 120 Cumhur Sait Şahin TULGA Audit Committee Member Dr. Ahmet DEMİR Deputy General Manager 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 121 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Board of Directors Assessment Report Regarding Committee Activities in 2013 In accordance with the title “Committees Formed within the Structure of Board of Directors” of Capital Markets Board’s (CMB) “Communiqué on Determination and Application of Corporate Governance Principles”; Audit Committee, Corporate Governance Committee and Early Detection and Management of Risk Committee were formed and disclosed to public in our Company’s Board of Directors meeting held on 01.04.2013. There are no Nomination and Remuneration Committees within the formation of Board of Directors and in accordance with the Communiqué the duties of these are carried out by the Corporate Governance Committee. At our Company’s Board of Directors meeting held on 01.04.2013 following the Ordinary General Assembly Meeting held on 29.03.2013; in accordance with the Communiqué of CMB it was resolved that, •Independent Member of Board of Directors Halil SARIASLAN shall be assigned as the chairman and Independent Members of Board of Directors Lamia Zeynep ONAY and Cumhur Sait Şahin TULGA shall be assigned as members of the Audit Committee, •Independent Member of Board of Directors Cumhur Sait Şahin TULGA shall be assigned as the chairman and Ahmet ŞENOL, Osman Kapani AKTAŞ, Erhan AKPORAY and Aykud Alp BERK shall be assigned as the members of Corporate Governance Committee, •Independent Member of Board of Directors Lamia Zeynep ONAY shall be assigned as the chairman and Birol ERDEM and Erhan AKPORAY shall be assigned as the members of the Early Detection and Management of Risk Committee. •At the Board of Directors meeting held on 01.04.2013 after the changes made regarding the members of Board of Directors on 16.05.2013, it was resolved that, •Hasan CANPOLAT, Orhan AYDIN, Mustafa Murat ŞEKER and Murat ÜÇÜNCÜ shall be elected for the chairs emptied by Ahmet ŞENOL, Osman Kapani AKTAŞ and Aykud Alp BERK at the Corporate Governance Committee, •Hasan CANPOLAT, Orhan AYDIN, Mustafa Murat ŞEKER and Murat ÜÇÜNCÜ shall be elected for the chair emptied by Birol ERDEM at the Early Detection and Management of Risk Committee. While resolving on the forming of committees, Board of Directors paid attention for the members of the Audit Committee; the chairmen of Corporate Governance Committee and Early Detection and Management of Risk Committee to be chosen from the independent members of the Board of Directors, within the framework of Capital Markets Board regulation. The work directives, which regulate the field of activities and working principles of the committees, are approved by the Board of Directors and are submitted to public information in our Company website. In 2013, each Board of Directors Committee fulfilled its duties and responsibilities and worked efficiently, with regard to Corporate Governance Principles and their own work directives. ASELSAN_FR13ENG_01-136.indd 121 5/29/14 5:44 PM 122 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Board of Directors Assessment Report Regarding Committee Activities in 2013 Audit Committee assembled four times within the year 2013 on dates 05.03.2013, 16.05.2013, 22.08.2013 and 11.11.2013. The issues submitted to the information and assessment of Audit Committee and the tasks carried out within the scope of the meetings held, are summarized below: •The discussion of financial tables dated 31.12.2012, 31.03.2013, 30.06.2013 and 30.09.2013 and their submission to Board of Directors. •The discussion of 2012 profit distribution proposal. •Assessments regarding the election of the independent audit company which will carry the audit task in year 2013 and its submission to Board of Directors. •Pursuant to CMB’s resolution of meeting held in 07.06.2013 and numbered 20/670, discussion of new financial table templates and manuals that came into force with regard to the Communiqué on Financial Reporting in Capital Markets. Corporate Governance Committee assembled four times within the year 2013 on dates 29.01.2013, 05.03.2013, 22.08.2013 and 28.11.2013. The issues submitted to the information and assessment of Corporate Governance Committee and the tasks carried out within the scope of the meetings held, are summarized below: •Election process of independent board of directors members. •Investor Relations Department and its operations. •Corporate governance rating. •Registration of physically possessed shares. •Preparation of ASELSAN 2012 Compliance with Corporate Governance Principles Report and its submission to Board of Directors. Corporate Governance Committee which was formed in order to monitor our Company’s compliance to Corporate Governance Principles, to conduct studies about the enhancement of compliance and to propose suggestions to the Board of Directors; have detected whether Corporate Governance Principles are applied in our Company or not, and if not, the reason for it along with the conflicts occurring because of not complying fully to these principles; have submitted proposals for improvement of Corporate Governance practices to the Board of Directors and monitored the activities of Investor Relations Department. Early Detection and Management of Risk Committee assembled eight times within the year 2013 on dates 10.01.2013, 24.01.2013, 20.03.2013, 18.04.2013, 12.06.2013, 30.07.2013, 24.10.2013 and 25.12.2013. The issues submitted to the information and assessment of Early Detection and Management of Risk Committee and the tasks carried out within the scope of the meetings held, are summarized below: •The formation of Risk Categories schemas in order to classify ASELSAN’s potential risk •The formation of Risk Evaluation Survey that was conducted in top management level and the monitoring of its implementation. •Preparation of Risk Inventory Report. •Preparation of Corporate Risk Assessment Report and its submission to Board of Directors. ASELSAN_FR13ENG_01-136.indd 122 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 123 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Board of Directors Assessment Report Regarding Committee Activities in 2013 Early Detection and Management of Risk Committee which carried out studies in order to early-detect the risks that threaten the existence, development and continuity of our Company, to take precautions against detected risks and manage risks; have also inspected our Company’s risk management systems in compliance with the Corporate Governance Principles and Early Detection and Management of Risk Committee work directives throughout the year since its establishment. Erhan AKPORAY Necmettin BAYKUL Chairman of Board of Directors Vice Chairman of Board of Directors Halil SARIASLAN Lamia Zeynep ONAY Cumhur Sait Şahin TULGA Member of Board of Directors Member of Board of Directors Member of Board of Directors Hasan CANPOLAT Orhan AYDIN Mustafa Murat ŞEKER Member of Board of Directors Member of Board of Directors Member of Board of Directors Murat ÜÇÜNCÜ Member of Board of Directors ASELSAN_FR13ENG_01-136.indd 123 5/29/14 5:44 PM 124 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audit Committee Work Directives 1. PURPOSE The purpose of these directives is to determine duties, authorities, responsibilities and work principles of the Audit Committee. 2. SCOPE These directives cover the works and activities to be performed by the Audit Committee as per the related regulations. 3. DEFINITIONS 3.1. Independent Auditing Firm (IAF): Firms meeting the requirements of the Capital Markets Board Communiqué and granted with the authority of independent audit on the capital market as per Article 22, 4/c of the Act. 3.2. Auditor: Auditor titles of any seniority and rank assigned to make audits by the Independent Auditing Firms. 3.3. Audit Committee: Committee appointed among the company’s Board of Directors as per Capital Markets Board Communiqué Serial numbered X, numbered 22. 3.4. Audit Committee Secretariat: ASELSAN personnel arranging operations and meetings of Audit Committee, archiving correspondences and coordinating communication between the members. 3.5. Financial Tables: Balance sheets and incomes statements issued as interim and annual documents, including the footnotes, and tables enclosed to such documents. 3.6. Financial Reports: Reports including financial tables, Board of Directors activity reports and states of responsibility. 3.7. Internal Auditor: Personnel assigned for internal auditing activities. 3.8. Presidency of Internal Audit and Assessment Board (PIAAB): ASELSAN Department in charge of internal audit activities. 3.9. Executives: Persons having titles such as under Financial Affairs, President, Director and Manager that are authorized to represent and bind the company. 3.10. Stakeholders: In achieving the objectives of the Company or with an interest in the activities of employees, creditors, customers, suppliers, various non-governmental organizations as well as individuals, institutions or interest groups. 4. RELATED REFERENCE DOCUMENTS 4.1. Capital Markets Board Communiqué on Independent Audit on Capital Market dated 12.06.2006, Serial numbered X and numbered 22. 4.2. Capital Markets Board Communiqué on Determination and Practice of Corporate Governance Principles dated 03.01.2014, Serial numbered II and numbered 17. 4.3. ASELSAN Board of Directors Work Directives numbered ASY-01-060. 4.4. Turkish Commercial Code (TCC). 5. DUTIES AND RESPONSIBILITIES 5.1. BOARD OF DIRECTORS’ DUTIES AND RESPONSIBILITIES REGARDING THE AUDIT COMMITTEE 5.1.1. Appointing Audit Committee members. 5.1.2. Authorizing Committee Members. 5.1.3. Making separate Board of Directors Resolution for approving interim and annual financial tables and reports coordinated by the Committee and submitted to the Board of Directors. ASELSAN_FR13ENG_01-136.indd 124 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 125 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audit Committee Work Directives 5.1.4. Taking necessary actions for facilitating operations of Audit Committee members. 5.2. DUTIES, AUTHORITIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE 5.2.1. GENERAL DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE 5.2.1.1. The Audit Committee shall ensure; company’s accounting system, public disclosure of financial information, independent audit of the Company’s internal control and makes supervision of the operation and effectiveness of the internal control system. Selection of independent audit company, prepared independent audit contracts and the initiation of the audit process and the independent auditors’ work in each stage is carried out under the supervision of Audit Committee. 5.2.1.2. The Audit Committee notify, their duties and responsibilities identified in the field and their evaluations and recommendations on the subject immediately to the Board of Directors. 5.2.1.3. The Audit Committee’s duties include reviewing, settling the complaints forwarded to the Company about ASELSAN’s accounting, internal audit system and independent audit; determining the methods and criteria to be practiced on assessing company personnel’s statements on company’s accounting and independent audit as per the confidentiality principles are determined by Audit Committee. 5.2.1.4. The Audit Committee might seek assistance of independent consultants on matters required for its operations provided that the costs shall be covered by ASELSAN. But in this case the person who received services / organizations with information about these people / organizations of any relationship with the company on the issue of whether information is given in the annual report. 5.2.1.5. The duties and responsibilities of the Audit Committee shall not relive Board of Directors from its responsibilities imposed by the new Turkish Commercial Code. 5.2.2. DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE REGARDING INDEPENDENT AUDIT OF ASELSAN 5.2.2.1. The Audit Committee shall determine the services to be provided by the Independent Auditing Firm and services and submit to the Board of Directors approval. 5.2.2.2. It shall ensure signing a contract with IAF. 5.2.2.3. It shall monitor compliance with contract provisions during IAF operations. 5.2.2.4. It shall always be in contact with the independent auditor for monitoring any incidents having an impact on the independency or objectivity of the independent auditor and shall ensure elimination of such incidents, if any, and efficient performance of the auditor. 5.2.2.5. It shall evaluate the outcomes of audits performed by IAF and financial tables at the joint meetings to be scheduled. 5.2.2.6. It shall evaluate the important findings received from IAF about ASELSAN accounting policy and practices and the auditor’s suggestions. 5.2.2.7. It shall obtain the correspondences made between IAF and ASELSAN Management from the Firm. 5.2.2.8. It shall ensure that Independent Audit activities are included on the Board of Directors agenda minimum every 3 months for the purpose of determining efficiency of IAF operations. 5.2.2.9. IAF shall immediately inform the Audit Committee in written about important issues related to ASELSAN’s accounting policy and practices, alternative implementation and public disclosure options as per the firm’s accounting standards and accounting principles previously declared to the Company management and possible outcomes, practice suggestions as well as important correspondences made with the Company management. ASELSAN_FR13ENG_01-136.indd 125 5/29/14 5:44 PM 126 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audit Committee Work Directives 5.2.3. DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE REGARDING THE FINANCIAL REPORTS 5.2.3.1. The Audit Committee shall consult the company’s authorized executives and IAF about interim and annual financial reports to be disclosed to the public in terms of compliance to the Company’s accounting principles and to the actual figures and shall inform the Board of Directors in written with its own evaluation. 5.2.3.2. It shall sign the interim and annual financial tables, activity reports controlled and undersigned by the ASELSAN’s authorized executives as well as the statement of responsibility enclosed as Annex-A quarterly and ensure public disclosure of these. 5.2.3.3. Financial Reports approved by the Audit Committee and Board of Directors shall be disclosed to the public on the Public Disclosure Platform and Company’s website. 5.2.4. DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE REGARDING TO INTERNAL CONTROLS 5.2.4.1 It shall monitor efficiency and adequacy of the internal control system adopted by the company and its subsidiaries and ensures its acknowledgement by the personnel and support of the management. 5.2.4.2. It shall evaluate auditor and internal auditor suggestions related to internal control and whether or not the necessary ones are applied. 5.2.4.3. It shall monitor the process of forming a mechanism for reviewing and settling complaints received from Stakeholders related to company transactions, which violate the regulation and are unethical, and its operations as per the confidentiality principle. 5.2.5. DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE REGARDING TO THE INTERNAL AUDITS 5.2.5.1. It shall review efficiency of PIAAB directives, structure and activities and ensure settlement of particulars limiting the internal audit operations. 5.2.5.2. It shall monitor the coordination and communication between the PIAAB and Company’s other departments, subsidiaries and independent audits for ensuring smooth processes. 5.2.5.3. It shall evaluate the audit plans and internal audit reports issued by PIAAB. 5.3 DUTIES AND RESPONSIBILITIES OF AUDIT COMMITTEE SECRETARIAT 5.3.1. It shall provide communication between the members, prepare committee meetings, keep meeting minutes and duly archive correspondences. 5.3.2. It shall plan, realize and follow up formalities before, during and after the Committee meetings in order to ensure outmost efficiency. 5.3.3. It shall ensure timely communication all of kinds of information to the committee members. 5.3.4. It shall always keep the records available to the members. ASELSAN_FR13ENG_01-136.indd 126 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 127 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audit Committee Work Directives 6. STRUCTURE OF THE AUDIT COMMITTEE 6.1. The Audit Committee shall be as a member of Board of Directors and have minimum 2 (two) members. If the committee has two members the both members shall be Board of Directors Non-executive independent members. If there are more than two members, then the same rule shall be applicable for majority of the members. Members of the Audit Committee should have experience at least five (5) years at audit / accounting and finance subject. 6.2. As per the Capital Markets Board regulations, the Audit Committee shall be formed and authorized on the first Board of Directors Meeting held after the Annual Ordinary ASELSAN General Assembly Meeting. 6.3. At least two Audit Committee members shall be required for the committee meetings and at least two members are required for decisions. 6.4. The Audit Committee shall convene minimum every 3 months and four times a year and outcome of the meeting connecting with the minute submitted to the Board of Directors. The audit committee’s activities and about the outcome of the meeting must be disclosed in the annual report. During the period how many times the audit committee makes written notification to the Board shall indicated in the annual report. 6.5. The Committee’s secretariat duties related to the financial tables shall be performed by the Chief Office of Capital Markets Board Financial Control and Reporting attached to the Accounting Department and the secretariat duties related to internal control and internal audit activities shall be performed by PIAAB. 7. ENFORCEMENT These directives have been approved by the Board of Directors as per the resolution dated 22.09.2003 and numbered 443/16 and came into force as of 25.09.2003 8. EXECUTION The Audit Committee shall be responsible for executing the provisions listed on these directives. 9. CIRCULATION PLAN The document shall be circulated as per ASELSAN PLAN A. It shall be published to all users via intranet and internet. 10. ANNEX- STATEMENT OF RESPONSIBILITY ASELSAN_FR13ENG_01-136.indd 127 5/29/14 5:44 PM 128 Financial Information ASELSAN 2013 Annual Report ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Audit Committee Work Directives ANNEX- STATEMENT OF RESPONSIBILITY TO THE PRESIDENCY OF BORSA ISTANBUL 34467-Emirgan-İSTANBUL .......... / .......... / 20 .......... AS300-14M ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş. BOARD OF DIRECTORS MEETING ON APPROVAL OF FINANCIAL TABLES AND ANNUAL REPORTS DATE OF RESOLUTION: RESOLUTION NUMBER: STATEMENT OF RESPONSIBILITY AS PER SECTION TWO, ARTICLE 9 OF THE CAPITAL MARKETS BOARD COMMUNIQUÉ SERIAL NUMBERED II, NUMBERED 14 a) We have examined the consolidated balance sheet dated ...../...../20xx and comparative consolidated balance sheet dated ...../...../20xx, consolidated income statement issued for the period ...../...../20xy - ...../...../20xy and comparative consolidated income statement issued for the period ...../...../20xx - ../../20xx, consolidated additional financial tables, all audited independently, notes dated ...../...../20xx and annual report of the Board of Directors issued for the period ending on ...../...../20xx, b) As per the information we obtained in line with our duties and responsibilities at the company, the financial tables and annual report of the Board of Directors do not include any comments which materially misrepresent the facts and any missing data which might be misleading as of the announcement date, c) As per the information we obtained in line with our duties and responsibilities at the Company, the consolidated financial statements prepared in accordance with the CMB Communiqué Serial II, No:14.1, accurately represents the assets, liabilities, financial position and profit or loss informations of the Company and the companies in the scope of consolidation; the annual report accurately represents the development and performance of the business, the financial position of the Company and the companies in the scope of consolidation and the significant risks and uncertainties which may company faces. Regards, ASELSAN A.Ş. Audit Committee Chairman Audit Committee Member ASELSAN_FR13ENG_01-136.indd 128 Audit Committee Member Deputy General Manager 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 129 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Board of Directors’ Early Detection and Management of Risk Committee Work Directives 1. PURPOSE The purpose of these directives is to determine the duties, authorities, responsibilities and work principles of the Early Detection and Management of Risk Committee, which is established under Article 378 of the Turkish Commercial Code numbered 6102 and Board of Directors Resolution dated 10.04.2012, as per the Turkish Commercial Code and Corporate Governance Principles announced by the Capital Markets Board. 2. SCOPE These directives cover works and actions to be performed as per the Turkish Commercial Code and Corporate Governance Principles by the Early Detection and Management of Risk Committee and/or Company personnel not a member of the Committee but assigned by the Committee. 3. DEFINITIONS 3.1. Independent Auditing Firm (IAF): Firms meeting the requirements of the Capital Markets Board Communiqué and granted with the authority of independent audit on the capital market as per Article 22/d of the Act. 3.2. Auditor: Auditor titles of any seniority and rank assigned to make audits by the Independent Auditing Firms 3.3. Early Detection and Management of Risk Committee (Committee): A committee to be appointed by the Board of Directors among the Board of Directors members or third parties specialized in certain areas for the purpose of fulfilling the liabilities listed on the Turkish Commercial Code for systematic early detection and management of company risks and executing, coordinating related risks. 3.4. Early Detection and Management of Risk Committee Secretariat (Secretariat): ASELSAN personnel arranging operations and meetings of Early Detection and Management of Risk Committee, archiving correspondences and coordinating communication between the members. 3.5. Capital Markets Board: Public legal entity established as per Article 17 of the Capital Market Law. 3.5. Company: ASELSAN Elektronik Sanayi ve Ticaret A.S. 4. RELATED REFERENCE DOCUMENTS 4.1. Turkish Commercial Code. 4.2. Capital Markets Board Regulations. 4.2. Corporate Governance Principles published by the Capital Markets Board 4.3. Regulations, provisions and principles on ASELSAN Articles of Association 5. DUTIES AND RESPONSIBILITIES 5.1. DUTIES AND RESPONSIBILITIES OF ASELSAN EARLY DETECTION AND MANAGEMENT OF RISK COMMITTEE 5.1.1. The main function of the Early Detection and Management of Risk Committee is early detection of risks threatening existence, development and sustainability of ASELSAN as well as taking action for the risks determined and trying to manage the risks determined. 5.1.2. The Committee shall determine, identify the potential risks having an impact on ASELSAN beforehand and ensure duly management of the risks according to the risk-taking approach of the company. 5.1.3. It shall evaluate the situation by means of a report to be submitted to the Board of Directors every two months as well as pointing out the threats, if any, and suggesting solutions. The Committee shall also present the report to the Auditor. 5.1.4. It shall review the risk management systems minimum once a year. 5.1.5. The Committee shall advise the Board of Directors on internal audit systems including risk management and information systems and processes minimizing the risks and related impacts to be suffered by the shareholders and company stakeholders. 5.1.6. The Committee shall prepare an annual assessment report, including meeting frequency of Committee members and activities performed, which shall be included in the Annual Company Activity Report and basis to the Board of Directors assessment related to the work principles and Committee’s efficiency. ASELSAN_FR13ENG_01-136.indd 129 5/29/14 5:44 PM 130 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Board of Directors’ Early Detection and Management of Risk Committee Work Directives 5.1.7. The resolutions taken at the meetings shall be documented and undersigned by the Committee Members and archived by the Secretariat. 5.2. DUTIES AND RESPONSIBILITIES OF THE EARLY DETECTION AND MANAGEMENT OF RISK COMMITTEE SECRETARIAT 5.2.1. It shall provide communication between the members, prepare committee meetings, keep meeting minutes and duly archive correspondences. 5.2.2. It shall plan, realize and follow up formalities before, during and after the Committee meetings in order to ensure outmost efficiency. 5.2.3. It shall ensure timely communication all of kinds of information to the committee members. 5.2.4. It shall always keep the records available to the members. 6. STRUCTURE AND AUTHORITIES OF THE EARLY DETECTION AND MANAGEMENT OF RISK COMMITTEE 6.1. COMMITTEE’S STRUCTURE 6.1.1. The Committee shall be formed and authorized at the first Board of Directors meeting held after the Annual Ordinary General Assembly Meeting of the company, as per the Capital Markets Board regulations. 6.1.2. The Committee shall have minimum two members. If the committee has two members then both members shall be Board of Directors members not having executive function and if there are more than two members, then majority of the members shall not have executive functions. Third parties specialized in certain areas can also be appointed as Committee members. The Committee chairman shall be appointed among Independent Members of Board of Directors. 6.1.3. The Chief Executive Officer / General Manager shall not take office in the committee. 6.1.4. The secretariat formalities of the Committee shall be performed by Strategy Management Directorate. 6.1.5. One more than half of the total members shall be required for committee meetings and majority is required for decisions. 6.1.6. The Committee shall convene once every two months, unless otherwise is required, and, if required, it shall convene at the Company’s registered office following a call to be made by the Secretariat on behalf of the Committee Chairman. The Committee Chairman might reschedule the meeting date, hour and place provided that the Committee Members are informed beforehand. 6.2. AUTHORITIES OF THE COMMITTEE 6.2.1. If required, the Committee shall start special inspections and appoint people specialized in their areas as consultant for the purpose of ensuring assistance in such inspections. 6.2.2. If required, the Committee shall hold meetings with representatives of Company’s related parties and specialists, including Company personnel or subsidiaries; and it shall seek external and professional consultancy service. 6.2.3. The Committee shall act according to its authorities and responsibilities and make recommendations to the Board of Directors however the Board of Directors shall always have the final decision making responsibility and the Committee shall not relieve the Board of Directors from its duties and responsibilities arising from the Turkish Commercial Code. 7. ENFORCEMENT These directives have been approved by the Board of Directors as per the resolution dated 29.11.2012 and numbered 750/4.3.e and came into force as of 29.11.2012. 8. EXECUTION ASELSAN Early Detection and Management of Risk Committee shall be responsible for executing the provisions listed on these directives. 9. CIRCULATION PLAN The document shall be circulated as per ASELSAN PLAN A. It shall be published to all users via intranet and internet. ASELSAN_FR13ENG_01-136.indd 130 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 131 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Board of Directors’ Corporate Governance Committee Work Directives 1. PURPOSE The purpose of these directives is to determine the duties, authorities, responsibilities and work principles of the Corporate Governance Committee established as per the Corporate Governance Principles announced by the Capital Markets Boards (CMB). 2. SCOPE These directives cover works and actions to be performed as per the Corporate Governance Principles by the Corporate Governance Committee and/or Company personnel not a member of the Committee but assigned by the Committee. 3. DEFINITIONS 3.1. Corporate Governance: Index of relations between the Board of Directors, shareholders and other stakeholders of a company. 3.2. Corporate Governance Committee (Committee): A committee to be appointed by the Board of Directors among the Board of Directors members or third parties specialized in certain areas for the purpose of executing and coordinating Corporate Governance Principles related formalities of the Company, provided that majority of the members are from the Board of Directors and the executive of Investor Relations Department shall be appointed as a member of the Committee. 3.3. Corporate Governance Committee Secretariat (Secretariat): ASELSAN personnel arranging operations and meetings of Corporate Governance Committee, archiving correspondences and coordinating communication between the members. 3.4. Capital Markets Board: Public legal entity established the Capital Market Law numbered 6362. 3.5. Company: ASELSAN Elektronik Sanayi ve Ticaret A.Ş. 4. RELATED REFERENCE DOCUMENTS 4.1. Capital Markets Board Regulations. 4.2. Corporate Governance Principles published by the Capital Markets Board. 4.3. Prepared as per the regulations, provisions and principles on ASELSAN Articles of Association. 5. DUTIES AND RESPONSIBILITIES 5.1. DUTIES AND RESPONSIBILITIES OF ASELSAN CORPORATE GOVERNANCE COMMITTEE 5.1.1. The Corporate Governance Committee shall mainly work on implementing corporate governance principles at the Company. 5.1.2. The Committee shall determine whether or not the Corporate Governance Principles are implemented and if not implemented, the Committee shall determine the reasons as well as conflicts of interest caused by failing to fully comply with these principles. 5.1.3. It shall monitor the operations of Investor Relations Department. 5.1.4. It shall play a leading part in maintaining effective communication between the Board of Directors, Company and shareholders, eliminating and settling any possible disputes as well as advising the Board of Directors accordingly. 5.1.5. The Committee shall advise the Board of Directors on due effectiveness of infrastructures related to management applications aiming at improving company performance as well as acknowledgement by the personnel and support of the management. ASELSAN_FR13ENG_01-136.indd 131 5/29/14 5:44 PM 132 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Board of Directors’ Corporate Governance Committee Work Directives 5.1.6. The Committee shall issue the Company’s Corporate Governance Compliance Report. 5.1.7. The Committee shall revise the Company’s Activity Report to be disclosed to the public and checks whether or not the information included in the Report conform to the information possessed by the Committee. 5.1.8. The Committee shall prepare an annual assessment report, including meeting frequency of Committee members and activities performed, which shall be included in the Annual Company Activity Report and basis to the Board of Directors assessment related to the work principles and Committee’s efficiency. 5.1.9. The Committee shall make suggestions ensuring compliance to the law and regulations, company’s Information Policy in terms of public disclosures to be made. 5.1.10. The Committee shall present its operations and suggestions to the Board of Directors in the form of a report. 5.1.11. The resolutions taken at the meetings shall be documented and undersigned by the Committee Members and archived by the Secretariat. 5.1.12. If Nomination Committee and Remuneration Committee cannot be established separately due to the structure of the Board of Directors, the Committee shall perform the duties assigned to these committees as per the Corporate Governance Principles published by the Capital Markets Board. 5.1.13. Within the scope of the responsibilities of Nomination Committee; the Committee carries the duties on creating a transparent system for the evaluation of the nominees for Board of Directors and the nominees for the executives with administrative responsibility, their training and setting out policies and strategies regarding these matters. In this context, the Committee also regularly makes assessments on the structure and efficiency of Board of Directors and presents suggestions for improvement related to these issues. 5.1.14. Within the scope of the responsibilities of Remuneration Committee; the Committee determines and monitors the principles, criteria and the practices for the remuneration of the members of Board of Directors and executives with administrative responsibility, considering the long term objectives of the Company. In this context, the Committee also presents suggestions about the remuneration of the members of Board of Directors and executives with administrative responsibility, taking the level of achievement regarding the remuneration criteria met into account. 5.2. DUTIES AND RESPONSIBILITIES OF THE CORPORATE GOVERNANCE COMMITTEE SECRETARIAT 5.2.1. It shall provide communication between the members, prepare Committee meetings, keep meeting minutes and duly archive correspondences. 5.2.2. It shall plan, realize and follow up formalities before, during and after the Committee meetings in order to ensure outmost efficiency. 5.2.3. It shall ensure timely communication all of kinds of information to the Committee members. 5.2.4. It shall always keep the records available to the members. 5.2.5. It shall periodically submit reports on investor questions and content. ASELSAN_FR13ENG_01-136.indd 132 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 133 ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Board of Directors’ Corporate Governance Committee Work Directives 6. STRUCTURE AND AUTHORITIES OF THE CORPORATE GOVERNANCE COMMITTEE 6.1. COMMITTEE’S STRUCTURE 6.1.1. The Committee shall be formed and authorized at the first Board of Directors meeting held after the Annual Ordinary General Assembly Meeting of the company, as per the Capital Markets Board regulations. 6.1.2. The Committee shall be formed by at least 3 (three) members; two of whom shall be members of Board of Directors and one shall be the Investor Relations Department Executive. The majority of the members of Board of Directors in the Committee shall not have executive functions. Investor Relations Department Executive must have the “Capital Markets Activities Advanced Level” and “Corporate Governance Rating Expertise” certificates and must be working full time in the Company. 6.1.3. Third parties specialized in certain areas who are not members of Board of Directors can also be appointed as Committee members. The Committee Chairman shall be appointed among Independent Members of Board of Directors. 6.1.4. The Chief Executive Officer / General Manager shall not take office in the Committee. 6.1.5. The secretariat formalities of the Committee shall be performed by Investor Relations Department. 6.1.6. One more than half of the total members shall be required for Committee meetings and majority is required for decisions. 6.1.7. The Committee shall convene every 3 (three) months as a principle and, if required, it shall convene at the Company’s registered office following a call to be made by the Secretariat on behalf of the Committee Chairman. The Committee chairman might reschedule the meeting date, hour and place provided that the Committee Members are informed beforehand. 6.2. AUTHORITIES OF THE COMMITTEE 6.2.1. If required, the Committee shall start special inspections and appoint people specialized in their areas as consultant for the purpose of ensuring assistance in such inspections. 6.2.2. If required, the Committee shall hold meetings with representatives of Company’s related parties and specialists, including Company personnel or subsidiaries; and it shall seek external and professional consultancy service. 6.2.3. The Committee shall act according to its authorities and responsibilities and make recommendations to the Board of Directors however the Board of Directors shall always have the final decision making responsibility. 7. ENFORCEMENT These directives have been approved by the Board of Directors as per the resolution dated 23.02.2006 and numbered 529/2.d and came into force as of 30.05.2006. 8. EXECUTION ASELSAN Corporate Governance Committee shall be responsible for executing the provisions listed on these directives. 9. CIRCULATION PLAN The document shall be circulated as per ASELSAN PLAN A. It shall be published to all users via intranet and internet. ASELSAN_FR13ENG_01-136.indd 133 5/29/14 5:44 PM 134 ASELSAN 2013 Annual Report Financial Information ASELSAN Elektronik Sanayi ve Ticaret A.Ş. and Its Subsidiaries Profit Distribution Proposal ASELSAN A.Ş. 2013 PROFIT DISTRIBUTION TABLE (TL) Distribution under the Capital Markets Distribution under Board Regulations the Legal Records Issued Capital 500.000.000 500.000.000 First Legal Reserve (According to Legal Records) 68.109.464,78 68.109.464,78 The information for the profit distribution in the case of privileges according to the Company Articles of Incorporation Profit for the Period 238.081.489,00 79.566.382,34 Taxes Payable (-) 0 0 NET PROFIT FOR THE PERIOD (=) 238.081.489,00 79.566.382,34 Accumulated Loss (-) 0 0 First Legal Reserve (-) 3.978.319,12 3.978.319,12 NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=) 234.103.169,88 75.588.063,22 Donations Made throughout the Year (+) 0 Net Distributable profit for the period, donations included in dividend calculation 234.103.169,88 First Dividend to Shareholders 25.000.000 25.000.000 - Cash 25.000.000 25.000.000 - Non paid-up share 0 0 - Total 25.000.000 25.000.000 Dividends distributed to Preferred Shareholders 0 0 Dividends distributed to; 0 0 - Members of the Board of Directors 0 0 - Employees 0 0 - Others than Shareholders 0 0 Dividends distributed to Holders of Usufruct Right Certificates 0 0 Second Dividend to Shareholders 0 0 First Legal Reserve 0 0 Statutory Reserve 0 0 Special Reserve 0 0 EXTRAORDINARY RESERVE 209.103.169,88 50.588.063,22 Other resources to be distributed 0 0 As presented in the table above, out of the net profit for the period that is generated by our company from its 2013 activities; •In accordance with Article 519/(1) of the Turkish Commercial Code, General Legal Reserves amounting to TL 3.978.319,12 is going to be allocated, •Net distributable profit to the shareholders for the period, calculated in the framework of the profit distribution regulations and decisions of the Capital Markets Board is proposed as: Gross profit, TL 25.000.000 (TL 0,05 per share of TL 1 and 5% on the basis of the capital) (net profit TL 21.250.000 – TL 00,0425 per share of TL 1 and 4,25% on the basis of the capital) as in the form of cash, •The remaining profit is going to be allocated as Extraordinary Legal Reserves, and distribution of the dividends to the shareholders to be started as of May 30, 2014. Yours Faithfully, Board of Directors ASELSAN_FR13ENG_01-136.indd 134 5/29/14 5:44 PM Financial Information ASELSAN 2013 Annual Report 135 Directory www.aselsan.com.tr Post Box: P.O.Box 1, 06172, Yenimahalle - Ankara, Turkey Macunköy Facilities Mehmet Akif Ersoy Mahallesi 296. Cadde No: 16, 06370 Yenimahalle - Ankara, Türkiye Phone:+90 (312) 592 10 00 Fax :+90 (312) 354 13 02 +90 (312) 354 26 69 Akyurt Facilities P.O.Box 30 Etlik, 06011, Ankara, Türkiye Phone:+90 (312) 847 53 00 Fax :+90 (312) 847 53 20 [email protected] Marketing [email protected] Human Recources [email protected] ASELSAN Encrypted Mobile Phone ASELSAN_FR13ENG_01-136.indd 135 5/29/14 5:44 PM ASELSAN_FR13ENG_01-136.indd 136 5/29/14 5:44 PM