Our Strength iS Our CuStOmerS

Transcription

BOYNER BÜYÜK MAĞAZACILIK A.Ş. 2013 FAALİYET RAPORU
Our Strength is
Our Customers
ANNUAL REPORT 2013
BOYNER BÜYÜK MAĞAZACILIK A.Ş.
CONTENTS
01
Independent Audit Report on the Annual Report
BOYNER BÜYÜK MAĞAZACILIK AT A GLANCE
02
Boyner Büyük Mağazacılık in Brief
04
Key Financial and Operational Indicators
07
Share Price Information
07
Shareholding Structure
08
Acquisition of Financial Fixed Assets
09
Milestones
MANAGEMENT
10
Letter from the Chairman
11
Board of Directors
12
Executive Managers
OPERATIONS
14
Turkish Garment Retail Industry
16
An Assessment of 2013
20
Store Formats
22
Sales & Marketing
24
Loyalty Programs & Customer Feedback Management
26
Investments
28
Human Resources
31
Legal Issues
CORPORATE
32
Agenda of the Ordinary General Assembly
32
Dividend Distribution
32
Amendments to the Articles of Association
37
Company Policies to be Submitted to the General Assembly
37
Donations and Grants in 2013
38
Corporate Governance Principles Compliance Report
52
Independent Board Members and Their Independence Statements
55
Annual Report Statement of Responsibility
FINANCIAL STATEMENTS
56
Audit Firm
56
Financial Statements and Audit Report for 2013
57
Consolidated Financial Statements and Independent Audit Report
3
INDEPENDENT AUDIT REPORT
ON THE ANNUAL REPORT
To the Board of Directors of Boyner Büyük Mağazacılık Anonim Şirketi
1. As part of our independent audit, we have analyzed whether the consolidated financial statements and
the evaluations and explanations of the Board of Directors included in the annual report of Boyner Büyük
Mağazacılık Anonim Şirketi (Boyner) and its subsidiaries (Group) as of December 31, 2013, are in accordance
with the independently audited consolidated financial statements covering the same period.
2. The Group management is in charge of preparing the annual report in line with the Regulation on the
Minimum Content of Corporate Annual Reports.
3. Our responsibility as the independent audit firm is to express an opinion on whether the consolidated
financial information presented in the annual report accurately correspond with the consolidated financial
statements analyzed in the independent audit report dated February 28, 2014.
Our assessments have been carried out in compliance with the methods and principles outlined in Turkish
Commercial Code numbered 6102 as regards the content and publication of annual reports. According to the
legislation, auditors must present reasonable assurance that the consolidated financial information presented
in the annual report is in accordance with the information obtained by independent auditors.
We believe that our assessments have provided a sufficient and reasonable basis for presenting an objective
opinion.
4. In our opinion, the consolidated financial information and the assessments and explanations of the Board of
Directors presented in the enclosed annual report are in line with the independently audited consolidated
financial statements of Boyner Büyük Mağazacılık Anonim Şirketi dated December 31, 2013.
Başaran Nas Bağımsız Denetim ve
Serbest Muhasebeci Mali Müşavirlik A.Ş.
A member of PricewaterhouseCoopers
Gökhan Yüksel, SMMM
Auditor
Istanbul, March 5, 2014
Boyner Büyük Mağazacılık A.Ş. Annual Report 2013
4
Boyner Büyük Mağazacılık in Brief
As of year-end 2013, Boyner Büyük Mağazacılık operates 78 Boyner stores and 61 YKM stores in 37 Turkish
provinces. The Company’s 5,200 employees welcomed around 97 million customers in a total sales area of
277,218 m2.
Boyner and YKM Stores by Province
Boyner and YKM Stores
Boyner Stores
YKM Stores
5
Boyner Büyük Mağazacılık A.Ş. (Boyner) started
operations in 1981 as a member of Boyner Holding,
one of Turkey’s leading groups in non-food retail.
The first Boyner store was opened as “Çarşı” in the
Istanbul district of Bakırköy.
After acquiring a 63% stake in the leading domestic
retail brand, YKM, in 2012, Boyner purchased the
remaining 37% in 2013 and came to control all
the outstanding shares of YKM Giyim ve İhtiyaç
Maddeleri Ticaret ve Sanayi A.Ş. ve YKM Pazarlama
A.Ş. This acquisition considerably strengthened the
market position of Boyner, which aims to create
brand and customer differentiation in the multistorey retail sector.
In 2013, Boyner Büyük Mağazacılık’s shareholding
structure was modified. In May 2013, Altınyıldız
Mensucat ve Konfeksiyon Fabrikalar A.Ş. (Altınyıldız)
repurchased a 30.05% stake in Boyner Büyük
Mağazacılık, previously sold to the Citigroup Venture
Capital International (CVCI) subsidiary Fennella
S.a.r.l. After which, Altınyıldız called back the 38.5%
free-floating shares in BBM for a buyback scheme.
As a result of this buyback plan announced in
September 2013, Altınyıldız brought its stake up to
96.43%. As of December 31, 2013, the Company’s
shareholding stood at 96.55%.
Following Boyner Holding’s retail-focused
reorganization under the Altınyıldız umbrella and the
added synergy from YKM, Boyner plans to further
enhance its achievements in the retail industry and
take the Company’s corporate objectives to a higher
level.
6
Key Indicators
Income Statement (*)
2013
2012
2011
2010
2009
1,415,659,238
935,090,980
660,147,222
552,834,229
482,663,339
Gross Profit
540,115,059
348,777,344
251,122,525
204,178,632
176,329,729
Operating Profit (**)
48,856,028
35,236,449
40,116,388
33,511,081
23,091,849
Profit before Tax
12,394,731
13,840,940
30,312,316
20,777,550
7,605,171
Net Profit
3,205,495
7,622,467
23,854,239
17,278,434
7,275,419
36,398,230
24,069,509
16,023,475
14,147,379
12,198,309
Net Sales
Amortization and Depreciation
No actuarial profit and loss accounting prior to 2011.
In order to ensure the comparability of operational profitability, earning and loses due to commercial
rediscounts, due date differences and foreign currency exchange rate changes prior to 2011 are reclassed, in line
with the latest Capital Markets Board communiqué on financial reporting.
(*)
(**)
Balance Sheet
2013
2012
Current Assets
690,370,913
504,961,776
Fixed Assets
382,567,647
356,238,342
88,169,358
80,061,657
76,530,658
Short-term Liabilities
660,575,362
515,074,925
268,046,575
204,189,383
207,492,746
Long-term Liabilities
354,225,320
216,867,623
4,959,397
41,822,802
4,102,779
Shareholder's Equity
58,137,878
129,257,570
100,017,102
76,080,158
58,181,930
2013
2012
2011
2010
2009
38,998,256
45,950,261
24,593,906
17,699,445
40,696,569
277,218
271,105
131,696
110,836
99,830
Employee Statistics (average)
2013
2012(***)
2011
2010
2009
Number of Employees
5,219
4,865
2,595
2,328
2,204
Investments
Capex Investment Expenditure
Sales Area, Year-end
(***)
2011
2010
2009
284,853,716 242,030,686
193,246,797
For 2012, the annual average number of YKM employees was used.
Share Price (TL)
2013
2012
2011
2010
2009
Maximum Share Price in Year
10.40
4.41
4.62
4.34
1.46
Minimum Share Price in Year
4.40
2.17
2.20
1.28
0.43
7.22
4.31
2.33
4.15
1.41
664,745,400
396,821,700
214,523,100 382,090,500
129,818,700
0.00045
0.00083
Share Price (Year-end)
Market Capitalization, Year-end
Price-Earnings Ratio
0.00259
0.00188
0.00079
7
Profit Margin
2013
2012
2011
2010
2009
38.2%
37.3%
38.0%
36.9%
36.5%
EBITDA Margin
6.0%
6.3%
8.5%
8.6%
7.3%
Operational Profit Margin
3.5%
3.8%
6.1%
6.1%
4.8%
Net Profit Margin
0.2%
0.8%
3.6%
3.1%
1.5%
Liquidity Ratios
2013
2012
2011
A. Current Ratio
1.05
0.98
1.06
B. Liquidity Ratio
0.35
0.41
0.45
C. Cash Flow Ratio
0.32
0.27
0.33
Financial Structure Ratios
2013
2012
2011
A. Total Debt/ Equity
17.46
5.66
2.73
B. Short-term Debt/Total Assets
0.62
0.60
0.72
C. Long-term Debt/Total Assets
0.33
0.25
0.01
Profitability Ratios
2013
2012
2011
A. Net Profit for the Period/
Total Assets
0.3%
0.9%
6.4%
B. Net Profit for the Period/
Shareholders' Equity
5.5%
5.9%
23.9%
Per Share Values
2013
2012
2011
Gross Profit Margin
A. Number of Shares
9,207,000,000 9,207,000,000 9,207,000,000
B. Net Sales per Share (TL)
0.154
0.102
0.072
C. Net Profit per Share (TL)
0.00035
0.00083
0.00259
D. Gross Profit per Share (TL)
0.059
0.038
0.027
E. Book Value of a Single Share
0.006
0.012
0.011
2013
2012
2011
A. Net Sales
51.4%
41.6%
19.4%
B. Total Assets
24.6%
130.9%
15.8%
C. Gross Profit from Sales
54.9%
38.9%
23.0%
Growth Rates
8
Key Operational Indicators
Number of Stores
31.12.2013
31.12.2012
Boyner
78
79
YKM
61
66
Total
139
145
31.12.2013
31.12.2012
155,544
148,145
YKM
121,674
122,960
Total
277,218
271,105
31.12.2013
31.12.2012(*)
1,415.7
935.1
31.12.2013
31.12.2012
50,466,687
46,400,000
YKM
46,483,143
46,300,000
Total
96,949,830
92,700,000
31.12.2013
31.12.2012
3,593
3,257
YKM
1,819
1,829
Total
5,412
5,086
Total Sales Area (m2)
Boyner
Sales Volume (TL Million)
Boyner & YKM
(*)
Includes sales by YKM after its acquisition on September 7, 2012.
Annual Number of Visitors
Boyner
Number of Employees (Year-end)
Boyner
9
Share Price Information
Altınyıldız Mensucat ve
Konfeksiyon Fab. A.Ş.
96.55%
Boyner Büyük Mağazacılık Anonim Şirketi was
established on February 13, 1992 and registered in
Istanbul. The address of the Company head office
is Büyükdere Cad. USO Center Binası No: 245 A
K: B01-Z02 Maslak, Şişli/Istanbul. Some 15% of
Company shares were offered to the public in 1996,
another 15% in 1998, and a further 9.9% in 2006,
totaling 39.9%. On May 31, 2013, Altınyıldız Mensucat
ve Konfeksiyon Fabrikalar A.Ş. repurchased the
Company’s shares previously sold to Fennella S.a.r.l.
and completed a share buyback transaction in
September 2013. As a result, only 3.45% of Boyner
shares are currently listed on the stock exchange
Borsa Istanbul (BIST).
Other Shareholders
and Free-float
3.45%
The shares traded on the BIST with a nominal value
of TL 1 averaged a market price of TL 6.43 in the
year 2013.
The Company’s registered capital ceiling is
TL 100,000,000 and it has issued capital of
TL 92,070,000.
In the Company’s capital, there are no privileged
shares regarding the earning share and voting rights.
Shareholding Structure
Shareholder's Trade Name/Full Name
Altınyıldız Mensucat ve Konfeksiyon Fab. A.Ş.
Other Shareholders and Free-float
Total
Share in Capital (TL)
Share in Capital (%)
88,896,289.44
96.55
3,173,710.56
3.45
92,070,000.00
100.00
10
Acquisition of Financial Fixed Assets
On September 7, 2012, Boyner acquired a 63% stake
in the retail company Yeni Karamürsel Giyim ve
İhtiyaç Maddeleri Ticaret ve Sanayi A.Ş. (YKM A.Ş.)
and 20.62% of Yeni Karamürsel Giyim ve İhtiyaç
Maddeleri Pazarlama A.Ş. (YKM Pazarlama A.Ş.), in
which YKM A.Ş. holds a 56.25% stake. The Company
paid TL 166,652,295 in the transaction.
On October 22, 2013, the Company purchased the
remaining minority shares of YKM A.Ş. and YKM
Pazarlama A.Ş. and the rest of the brand in return for
TL 100,000,000. The referenced sum will be paid in
installments between January 2014 and April 2017.
Information on Boyner’s subsidiaries, their activities,
country of location, and the Company’s active share
ratio therein as of December 31, 2013 and December 31,
2012 follows below.
December 31, 2013
December 31, 2012
Company's Active
Share Ratio
Company's Active
Share Ratio
Trade Name
Field of Activity Country
Yeni Karamürsel Giyim ve
İhtiyaç Maddeleri Ticaret ve
Sanayi A.Ş. (YKM A.Ş.)
Retail
merchandizing
Turkey
100.00%
63.00%
Yeni Karamürsel Giyim ve
İhtiyaç Maddeleri Pazarlama
A.Ş. (YKM Pazarlama A.Ş.)
Marketing
and retail
merchandizing
Turkey
100.00%
56.06%
11
Milestones
1981 The first Çarşı store was opened in Bakırköy,
Istanbul.
1989 Çarşı Credit Card was rolled out.
1990 The first multi-storey department store was
launched in Maslak, Istanbul.
1992 Upon the establishment of Karat Mağazacılık
A.Ş., Çarşı Mağazaları became a separate legal
entity.
1996 Karat Mağazacılık A.Ş. was transformed into
Çarşı Büyük Mağazacılık A.Ş., and 15% of its
shares were offered to the public.
2013
The Group acquired the remaining
minority stakes in YKM A.Ş. and YKM
Pazarlama A.Ş. The Company’s 30.5%
shareholding controlled by CVCI was
repurchased. After a share buyback
announced in September, Altınyıldız
brought its overall stake to 96.43%. As
of December 31, 2013, Altınyıldız’s total
shareholding stood at 96.55%.
1998 A second public offering of a 15%
shareholding was carried out. Growth and
expansion continued with the opening of four
new stores.
2004The Transformation Program launched to
transition from Çarşı to Boyner.
2007 Fennella S.a.r.l (a subsidiary of Citi Venture
Capital International, CVCI) acquired a 30.05%
stake and became a partner.
2010 Annual net sales reached TL 500 Million.
2011 Çarşı Mağazaları was relaunched.
2012 The Group acquired majority stakes in YKM
A.Ş. and YKM Pazarlama A.Ş.
12
MANAGEMENT
Message from the Chairman
The main principle underlying our
business is “Unconditional Customer
Satisfaction,” which requires us to
constantly ask ourselves, “What
would my customer prefer?” and
“How would my customer feel?”
before making any decision. Thanks
to our customers, we have been
able grow continuously, make
ambitious investment decisions,
think outside the box, and introduce
groundbreaking innovations. We trust
our customers completely.
The year 2013 was a period in which Boyner Büyük
Mağazacılık expanded on ambitious steps the
Company initially took in 2012. We consummated
the union between Boyner & YKM, by acquiring the
remaining 37% of YKM, after we had purchased a
63% stake in 2012. Following this important move,
Altınyıldız has become Turkey’s biggest publicly
traded, multi-brand retail company outside the food
and consumer electronics segments.
As of end-2013, our operations included a total sales
area of 277,218 m2 at 78 Boyner and 61 YKM stores
in 37 Turkish provinces, and throughout the year
our more than 5,000 employees welcomed some
97 million visitors. Our business is our customers:
we have been able to undertake such ambitious
investments due to our deep trust in our customer
base. In line with our principle of Unconditional
Customer Satisfaction and our objective of
employee satisfaction, we also made important
strides to transform our head office building into
a green office in 2013. To this end, we started to
monitor the entire life cycle of the products we
offer our customers, and began to cooperate
with our suppliers not only on quality but also on
social compliance. The sustainable growth projects
implemented together with our employees allowed
us to come up with new answers to the question,
“What would our customers prefer?”
In 2014, too, we plan to continue carrying
out activities that will add value to all of our
stakeholders, thanks to the courage and trust that
our customers inspire in us.
The coming year is expected to be a period of
productivity increases in existing stores, rapid
growth through new store openings, and numerous
groundbreaking innovations to excite our customers.
In order to increase the productivity in our current
stores, we will launch five new initiatives designed
on the basis of findings from customer surveys
completed in 2013. The pilot projects will be
expanded across the Company according to the
their results in terms of productivity and customer
satisfaction.
In 2014, we will open new stores with a total sales
area of 20,000 m2. At these new stores, we plan
to implement pilot schemes based on the findings
of our customer surveys, and differentiate various
elements of our services by making use of cutting
edge technologies. The pilot projects in these stores
will allow us to better know every single customer
and present them personalized offers and product
management solutions. We will also strategically
position the newest and most attractive products
in our stores and enhance the appeal of our special
brands.
In order to make each of our 78 Boyner and 61
YKM stores into a center of attraction, our 5,000
employees have embarked upon efforts specific
to the location and customer expectations of each
store.
In 2014, we plan to continue implementing projects
that will add value to all of our stakeholders with the
trust and courage that our customers inspire in us.
Best regards,
CEM BOYNER
Chairman
13
MANAGEMENT
Board of Directors
Chairman
Hasan Cem Boyner
Board Member
Ümit N. Boyner
Board Member
Serdar Sunay
Board Member
Nur Mehmet İnal
Independent Board Member
Vittorio Radice
Independent Board Member
Fethi Pekin
The Company’s Board Members were elected at the
Ordinary General Assembly on March 28, 2013 for a
term of three years.
No administrative or judiciary sanction was imposed
upon the Company or Board Members for violation
of applicable legislation.
HASAN CEM BOYNER
Chairman/Non-executive
Cem Boyner graduated from Boğaziçi University,
Department of Business Administration in 1978, and
began his career at the family company Altınyıldız
in the same year. He took office as President of the
Executive Committee at Boyner Holding from 1982
to 1994. He also served as Chairman of the Turkish
Industry and Business Association (TÜSİAD) from
1989 to 1990, and was appointed Executive Director
of Boyner Holding in 1996. After Osman Boyner
became the Honorary Chairman of the Holding in
2010, Cem Boyner replaced him as Chairman.
ÜMİT N. BOYNER
Member/Non-executive
After graduating from the University of Rochester
(USA), Department of Economics, Ümit Boyner
completed programs in Financial Management and
Management Training at Columba University. She
went on to work as Credit Marketing Manager at
Chemical Mitsui Bank, Finance Manager at Türk
Petrol Holding A.Ş. and Finance and Treasury
Manager at Turcas Petrolcülük A.Ş. From 1996 until
2002, she served as Finance Director at Boyner
Holding, overseeing the restructuring of the
financial departments of Group companies, and the
establishment of a central treasury system. Since
2002, as a Board Member at Boyner Holding A.Ş.,
she has focused on the Group’s new investment
and finance related projects. She is a co-founder of
the women entrepreneurs’ association KAGİDER, a
member of the Board of Trustees of the foundations
TEGV and Tohum Otizm Vakfı, a member of
Carnegie Endowment For International Peace
Advisory Board, and a board member at ÖSGD.
Boyner held the position of chairman of TÜSİAD
from 2010 until 2013.
SERDAR SUNAY
A graduate of Boğaziçi University, Serdar Sunay
went on to work in the Audit Department at Arthur
Andersen and in the Corporate Planning Department
of Koç Holding. Subsequently, he served as
Business Development Manager at Boyner Holding,
Restructuring Project Leader at Boyner Group in
collaboration with McKinsey & Co. Turkey Group,
General Manager of Benetton Licensing Operations
in Turkey and Central Asia, Vice Chairman-Retail
Operations at Boyner Holding A.Ş., and Chairman at
Benetton Turkey (pursuant to the equal shareholding
agreement between Benetton Group SPA Italy and
Boyner Holding A.Ş.). Mr. Sunay has served as Board
Member at Altınyıldız Mensucat ve Konf. Fab. A.Ş. since
2009.
NUR MEHMET İNAL
Having graduated from Galatasaray High School in
1973 and Boğaziçi University, Department of Business
Administration in 1977, Nur Mehmet İnal commenced
his professional career in 1977 at Arthur Andersen.
From 1981 onwards, he served as System and Audit
Coordinator at the Altınyıldız Group of Companies, and
was appointed Finance Coordinator in 1983. Between
1992 and 1996, Mr. İnal sat on the Board of Directors
at the Altınyıldız Group of Companies. Since 1996, Nur
Mehmet İnal has held the position of Vice Chairman at
Boyner Holding.
VITTORIO RADICE
Independent Member/Non-executive
Vittorio Radice started his business career in 1980
as a store manager in Italy. He restructured Habitat
UK from 1990 until 1996 and sold it to IKEA, and
subsequently worked to transform Selfridges in the UK
into an innovative department store from 1996 until
2003, at which time he sold it to the Weston family.
In 2003, Mr. Radice took office at Marks & Spencer,
where he shaped the retailer’s home decor concept.
Since 2005, he has served in senior positions at Italy’s
La Rinascente department stores with a special focus
on brand positioning. Additionally, Mr. Radice sits on
the boards of numerous companies including Arthur
Glen Designer Outlets, Boyner Büyük Mağazacılık A.Ş.,
Beymen Mağazacılık A.Ş., TSUM Moscow, and Ishaan
Indian Real Estate Fund.
FETHİ PEKİN
Independent Member/Non-executive
Fethi Pekin graduated from Boston University, Faculty
of Political Science and University of Buckingham,
School of Law. He is a Managing Partner at Pekin &
Pekin law firm and has served as Independent Board
Member at Altınyıldız since 2008.
14
MANAGEMENT
EXECUTIVE MANAGERS
General Manager
R. Aslı Karadeniz
Deputy General Manager-Corporate Development and Human Resources
Deputy General Manager-Financial Affairs
Arzu Güneşli
S. Arzu Sönmez
Deputy General Manager-Clothing Procurement
Bora Alyanak
Deputy General Manager-Non-Clothing Procurement
Mert Sağdam
Deputy General Manager-Private Labels
İbrahim Yücel
Deputy General Manager-Operations
Deputy General Manager-Marketing
Deputy General Manager-Sales/Boyner
Deputy General Manager – Sales/YKM
Murat Akgün
Mehtap Alp
İlker Gözütok
Kerem Ak
R. ASLI KARADENİZ
General Manager
R. Aslı Karadeniz graduated from Robert College
in 1982 and Boğaziçi University, Department of
Business Administration, Marketing & Finance in
1986. She commenced her professional career
in 1986 at Arthur Andersen Istanbul. Following a
four-year stint at Arthur Andersen, she worked at
Citibank for five years. In April 1995, Ms. Karadeniz
joined Boyner Holding Group. She served as Finance
Manager at Benetton from 1995 until 1999, at which
time she was appointed General Manager, a position
she held until 2002. Since December 2002, Ms.
Karadeniz has served as General Manager of Boyner
Büyük Mağazacılık A.Ş.
ARZU GÜNEŞLİ
Deputy General ManagerCorporate Development and
Human Resources/Boyner & YKM
After graduating from Boğaziçi University,
Department of Business Administration, Arzu
Güneşli received a Master’s degree in Marketing from
Boğaziçi University. Subsequently, she worked in the
marketing departments of various textile, aluminum
and insurance companies. In 1991, Ms. Güneşli joined
Boyner Büyük Mağazacılık A.Ş. where she currently
holds the position of Deputy General ManagerCorporate Development and Human Resources/
Boyner & YKM.
S.ARZU SÖNMEZ
Deputy General ManagerFinancial Affairs/Boyner & YKM
A graduate of Boğaziçi University, Department
of Business Administration, Arzu Sönmez worked
for four years as Auditor before joining the
Boyner Group in 1991. At Altınyıldız Mensucat ve
Konfeksiyon Fabrikaları A.Ş., she held the positions
of Accounting Manager and Deputy General
Director-Financial Affairs. Since 2002, Ms. Sönmez
has served as Deputy General Manager-Financial
Affairs/Boyner & YKM.
BORA ALYANAK
Deputy General ManagerClothing Procurement/Boyner & YKM
Bora Alyanak graduated from Istanbul Technical
University’s Department of Geological Engineering
in 2000. In 1996, he joined the Boyner Büyük
Mağazacılık family. Since July 2013, Mr. Alyanak
has served as Deputy General Manager-Clothing
Procurement/Boyner & YKM.
15
MANAGEMENT
MERT SAĞDAM
Deputy General ManagerNon-Clothing Procurement/Boyner & YKM
After graduating from Boğaziçi University,
Department of Chemical Engineering, Mert Sağdam
started his professional career at L’Oreal. Having
joined Boyner Büyük Mağazacılık in 2002, he has
held the position of Deputy General Manager-NonClothing Procurement at Boyner & YKM since July
2013.
İBRAHİM YÜCEL
Deputy General Manager –
Private Labels/Boyner & YKM
İbrahim Yücel graduated from Anadolu University,
Faculty of Business Administration in 1995 and
commenced his career at Printemps. He joined
Boyner Büyük Mağazacılık in 1995, and has been
Deputy General Manager-Private Labels/Boyner &
YKM since July 2013.
MURAT AKGÜN
Deputy General ManagerOperations/Boyner & YKM
In 1989, Murat Akgün completed his Bachelor’s
degree at Istanbul University, Faculty of Economics,
Department of International Relations. In 2007,
he received a Master’s degree from Boğaziçi
University. Mr. Akgün commenced his professional
career at Yapı Kredi Bankası in 1990 before joining
Garanti Bank in 1992. At Garanti Bank, he worked
as a Manager in Internal Audit, Project Design and
Implementation, Training, Human Resources and Call
Center. In 2007, he joined YKM, where he assumed
the position of Human Resources and Business
Development Coordinator. Since 2012, Mr. Akgün
has served as Deputy General Manager-Operations/
Boyner & YKM at Boyner Büyük Mağazacılık.
MEHTAP ALP
Deputy General ManagerMarketing/Boyner & YKM
In 1997, Mehtap Alp graduated from Istanbul Technical
University’s Department of Business and then went
on to complete the Engineering Management Master’s
program at the same institution. She commenced her
professional career at Aygaz. In 2002, she joined Boyner
Büyük Mağazacılık. Since 2011, she has held the position
of Deputy General Manager-Marketing at Boyner Büyük
Mağazacılık.
İLKER GÖZÜTOK
Deputy General Manager-Sales/Boyner
A graduate of Trakya University, Department of Food
Engineering, İlker Gözütok served as store manager for
retail companies under the umbrella of EGS and Doğuş
Holding from 1996 until 2001. He joined Boyner Group in
2001. Until 2008, Mr. Gözütok worked at Boyner Büyük
Mağazacılık’s Antalya branch as store manager. From
2008 until 2011, he held the position of Sales Manager
at Boyner Büyük Mağazacılık. Since August 2011, Mr.
Gözütok has served as Deputy General Manager-Sales/
Boyner.
KEREM AK
Deputy General Manager-Sales/YKM
In 1996, Kerem Ak graduated from Istanbul University,
Department of Econometrics and went on to receive an
MBA from London’s Brunel University. Subsequently, she
commenced her professional career at Puma. In 2002, Ms.
Ak joined Boyner Büyük Mağazacılık and has worked as
Deputy General Manager-Sales/YKM since July 2013.
16
OPERATIONS
Turkish Garment Retail Industry
In terms of leasable space per capita, Turkey lags far
behind the European market, and therefore has huge
growth potential.
Turkish Retail Industry
According to Economist Intelligence Unit (EIU)
data, the total sales volume of the Turkish retail
industry amounted to USD 300 billion in 2012. Food
accounted for 52% of the market, while non-food
retail made up the remaining 48%.
Turkey’s retail market volume is expected to expand
by an annual average of 10% until 2017 and reach
USD 467 Billion by that time.
Retail Market (USD Billion)
Food
Non-Food Retail Market
Clothing constitutes the second largest segment in
the non-food retail market, accounting for around
18% of the total.
Home design products top the list with a share of
33% in the non-food retail market.
Rise in the Number of Shopping Malls
As the industry shifts towards organized retailing,
the number of shopping malls in Turkey has soared.
The number of shopping malls in the country rose
from 92 in 2005 to 336 in the first half of 2013.
Non-Food
In terms of leasable space per capita, Turkey lags far
behind the European market, and therefore has huge
growth potential.
2007
141
121
2008
133
153
Leasable Space Per (1000) Person
(Retail)
2009
131
115
2010
152
136
152
140
City
2011
2012
155
145
2013T
165
159
2014T
175
173
2016T
216
2017T
226
Source: EIU
2016F
Istanbul
232
243
318
Ankara
236
245
277
Isparta
49
62
208
Bursa
143
142
186
Karabük
179
215
206
Kırıkkale
37
99
199
148
182
173
76
148
160
Gaziantep
108
90
140
Antalya
124
140
148
Turkey
103
118
150
Muğla
191
207
1H2013
Bolu
2015T
188
2011
241
Kaynak: Jones Lang La Salle 2013
17
OPERATIONS
Modern retailing continues to expand faster than population
growth, due to the soaring number of urban retail stores and
the country’s rapid urbanization drive.
Moving towards Organized Retailing
Turkey’s garment and fashion retailers operate in a
fragmented market dominated by traditional players.
The fragmented and unorganized structure of the
industry presents huge growth potential to retailers.
Modern retailing continues to expand faster than
population growth, due to the soaring number
of urban retail stores and the country’s rapid
urbanization drive.
Income and Consumption Rise
The huge Turkish urban population aged 20 to
44, ongoing economic growth, and the rise in
disposable income result in a high consumption
potential.
Increasing Use of Credit Cards
Due to the strong and well-organized profile of
the Turkish banking sector, the number of credit
cards issued has risen from 16 million in 2002 to
56.7 million as of October 2013, corresponding to
average annual growth of 12.2%.
Interbank Card Center (BKM) data reveals that the
country’s credit card transaction volume expanded
by an annual average of 17.6% from 2008 onwards
and totaled USD 157 billion in third quarter 2013.
According to a McKinsey report, the share of credit
card payments in total consumer spending stands
at 19.7% in the USA, 21.8% in Turkey, and only 3.8% in
France.
The industry expected to benefit most from such an
increase in consumption is retail, which accounts for
35% of all consumer spending.
Gross Leasable Area in Shopping Malls
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
km2
2005
Town Malls
2006
2007
City Center Malls
2008
2009
2010
Outlet Stores
Source: DTZ Pamir & Soyuer
18
OPERATIONS
Assessment of the Year 2013
Boyner Büyük Mağazacılık capped the year 2013 with
turnover up 51.4%, net turnover totaling TL 1.4 Billion, and
its total net sales area climbing to 277,218 m2 in 139 stores.
In 2013, we put our signature on many firsts in
the business. First, we changed our shareholding
structure: in May, Altınyıldız repurchased a 30%
stake previously sold to CVCI. In parallel, we
called back our free-floating shares (40%), and
repurchased a 36.5% stake. Meanwhile, after
acquiring a 63% stake in YKM in 2012, the Company
bought the remaining 37% in October 2013, thus
turning YKM into a wholly owned subsidiary of
Boyner Büyük Mağazacılık A.Ş.
On the operations side, the Company focused on
its budget targets while successfully completing
the integration of Boyner and YKM. Additionally, we
laid out a brand positioning road map to determine
how these two brands will continue their respective
journeys.
As for store investments in 2013, we opened Boyner
Brandium and YKM Maltepe Park in Istanbul, Boyner
Forum Gaziantep in Gaziantep, YKM Erasta in
Antalya, Boyner Samsun Shopping Mall in Samsun,
and Çarşı stores in Denizli and Samsun. We also
undertook key capital investment initiatives in store
renovation and technology use; during the year,
we renovated a total of 51,000 m2 in store area,
especially at YKM stores.
Boyner Büyük Mağazacılık capped the year 2013
with turnover up 51.4%, net turnover totaling TL 1.4
billion, and its total net sales area climbing to 277,218
m2 in 139 stores. These accomplishments have made
us an even stronger player in non-food retail.
2013 Results
Sales
In 2013, Boyner’s net consolidated sales grew
51.4% year-on-year. If we exclude YKM sales from
the calculation in both years, as they include only
September-December 2012, the year-over-year
increase amounts to 16%.
Sales performance in different channels fared as
follows:
Sales Increase at Boyner Stores
13.4%
Sales Increase at Boyner Bayi Stores
22.2%
Sales Increase at Boyner Outlet Stores
7.1%
Sales Increase at Çarşı Stores Stores
65.8%
Sales Increase via Boyner Internet
127.6%
Sales Increase at YKM Stores (2012-2013)
7.6%
Sales Increase at YKM Dealer Stores
(2012-2013)
7.5%
YKM Outlet Stores (2012-2013)
12.6%
In 2013, net sales area rose by 2.3%, from 271,105 m2
to 277,218 m2.
In 2013, we opened Boyner Brandium and YKM
Maltepe Park in Istanbul, Boyner Forum Gaziantep in
Gaziantep, YKM Erasta in Antalya, Boyner Samsun
Shopping Mall in Samsun, and Çarşı stores in Denizli
and Samsun.
19
OPERATIONS
The total number of visitors to Boyner stores rose from
46.4 million in 2012 to 50.4 million in 2013. YKM stores,
meanwhile, attracted 46.5 million visitors during the year.
The Company’s number of units sold increased 47.9% over
the prior year, climbing to 28.9 million in 2013.
Stores Opened
Location
Date of Opening
Net Sales Area
Istanbul, Brandium Mall
March 13
3,540 m2
Boyner (dealer)
Samsun, Samsun Mall
March 13
3,091 m2
Boyner
Gaziantep,
Forum Gaziantep Mall
October 13
2,483 m2
Çarşı (dealer)
Çarşamba
October 13
1,182 m2
Çarşı (dealer)
Denizli
November 13
1,170 m2
YKM
Antalya, Erasta Mall
March 13
2,190 m2
YKM
Istanbul,
Maltepe Park Mall
September 13
2,764 m2
Boyner
TOTAL
16,420 m2
Hangar Outlet in Istanbul, Boyner Beauté Bodrum, Boyner Beauté Marmaris, Boyner Beauté İzmir Egepark
and Boyner Beauté İzmir Carrefour stores were closed down since these locations did not yield the expected
productivity. The Denizli Outlet dealer store was closed down and replaced with the Çarşı Denizli dealer store.
Other stores closed down for insufficient productivity included the Istanbul YKM Sapphire Store, YKM Ankara
Forum Sport Outlet Store and the YKM dealer stores of Yalova, Zonguldak Karadeniz Ereğli, Mardin Movapark,
Iraq Erbil and Trabzon Outlet.
Stores Closed
Location
Date of Closure
Net Sales Area
Boyner Beauté (dealer)
Beauté Bodrum
January 13
35 m2
Beauté Marmaris
January 13
41 m2
Beauté Egepark
January 13
142 m2
Beauté Carrefour
January 13
88 m2
Denizli
September 13
1,170 m2
Istanbul, Hangar Outlet
October 13
3,040 m2
YKM (dealer)
Yalova Desa
January 13
988 m2
YKM (dealer)
Mardin, Mardin Movapark
March 13
478 m2
YKM (dealer)
Irak, Erbil Familyfun Darin
March 13
1,759 m2
YKM (dealer)
Zonguldak, Karadeniz Ereğli
April 13
862 m2
Istanbul, Sapphire
September 13
1,622 m2
Trabzon
September 13
630 m2
Ankara, Ankara Forum Sport
September 13
110 m2
Boyner Outlet (dealer)
Boyner Outlet
YKM
YKM Outlet (dealer)
YKM Outlet
TOTAL
10,965 m2
The total number of visitors to Boyner Stores rose from 46.4 million in 2012 to 50.4 million in 2013. YKM Stores,
meanwhile, attracted 46.5 million visitors for the year. The number of units sold increased 47.9% over the prior
year, climbing to 28.9 million in 2013.
20
OPERATIONS
Assessment of the Year 2013
The Company closed the year 2013 with favorable results.
Although 2014 is expected to be a challenging period
due to economic volatility across the world and in Turkey,
and the possible negative repercussions of the upcoming
local and presidential elections, the retail industry, which
outpaces GDP growth every year, will continue to expand
domestically in the coming year.
Gross Profit
The Company’s net sales increased 51.4%, while
gross profit rose 54.9%. The profit margin went
up 0.9 percentage points, from 37.3% in 2012 to
38.2% in 2013. Reasons underlying this uptick in
profitability included the increased negotiation
power vis-à-vis suppliers following the YKM
purchase, and the rising share of the Company’s
private labels in overall sales.
Operating Profit before Financial Expenses/
Income
In 2013, operating expenses increased 56.7% over
the previous year. The expense/turnover ratio ticked
up from 33.5% in 2012 to 34.7% in 2013. This rise
in operating expenses is due to one-off expenses
and service purchases due to the YKM integration
process.
Financial Expenses
Net financial expenses rose 70.4% in absolute value
over the previous year. The ratio of net financial
expenses to turnover increased from 2.3% in 2012
to 2.6% in 2013. The underlying reason for this rise
was the aggregate interest cost of the TL 130 Million
loan taken out for the YKM acquisition in the second
half of 2012, as well as the interest cost of the TL 100
Million in bonds issued to the public. Furthermore,
an additional TL 100 Million in three-year bonds
issued to the public to finance the acquisition of the
remaining 37% of YKM in the last quarter of 2013.
Profit before Taxes
The Company’s profit before taxes for 2013 fell 10.4%
to TL 12,394,730 due to one-off costs related to the
YKM integration process and financial expenses
stemming from the acquisition.
Objectives for 2014
The Company closed the year 2013 with favorable
results. Although 2014 is expected to be a
challenging period due to economic volatility across
the world and in Turkey, and the possible negative
repercussions of the upcoming local and presidential
elections, the retail industry, which outpaces
GDP growth every year, will continue to expand
domestically in the coming year.
In 2013, we placed a special emphasis on introducing
new approaches to our operations, departments and
stores, in many different ways. In 2014, we plan to
gear up these efforts and achieve strong results.
For the coming year, our focus will again be on
generating new approaches, and accordingly setting
new strategies and objectives. Our biggest goal in
2014 will be to put groundbreaking policies into
practice in a decisive and rapid fashion, and boost
productivity. We believe that the key criterion for
success is continuing to hone our competitive
advantages in the increasingly competitive business
environment.
Aslı Karadeniz
General Manager
21
22
OPERATIONS
Store Formats
Boyner Büyük Mağazacılık serves its customers with multistorey Boyner stores, concept stores specialized in a single
category (Boyner Evde and Boyner Sports stores), Boyner
Outlet Stores, BSSD Stores, Çarşı Stores and YKM Stores.
As the leading department store chain in Turkey,
Boyner Büyük Mağazacılık operates 78 Boyner and
61 YKM stores in 37 Turkish provinces, with a total
sales area of 277,218 m2 as of year-end 2013. Boyner
and YKM stores offer a wide array of domestic
and international brands in women’s, men’s and
children’s wear, youth wear & sportswear, shoes,
accessories, cosmetics and home design products.
“Special Boyner-YKM brands” include Asymmetry,
Cotton Bar, Limon Company, Mama Ramma, PI,
Altimod Man, T-Box, Caramel, Agenda, Bruno Ferrini,
Loox, MIA, Men Club and Volt in women’s, men’s and
children’s wear, sportswear and shoes, as well as the
private labels Boyner Evde and YKM Home in home
design products.
In addition, Boyner Büyük Mağazacılık also owns the
brands Beymen Club, Beymen Business, B Beymen
and Beymen Studio. Boyner Stores blend product
diversity with quality, reliability and attractive prices.
Having opened its first store in 1981, Boyner entered
a reorganization phase from 2006 onwards, and
started opening “concept” stores focused on a
single product category and providing special
customer services via a team of experts. Boyner
Büyük Mağazacılık now serves customers at multistorey Boyner stores, concept stores specialized in a
single product category (such as Boyner Evde and
Boyner Sports), Boyner Outlet stores, BSSD/ stores,
Çarşı stores and YKM stores.
In 42 multi-storey stores in 30 Turkish provinces,
Boyner stores offer customers a wide range of
domestic and international brands in the categories
of women’s, men’s, children’s apparel, youth wear &
sportswear, shoes, accessories, cosmetics and home
design.
Established in 2007, Boyner Evde offers everything
from home textiles to furniture, kitchen and
bathroom accessories to home design products
and small household appliances. Boyner Sports is a
specialty store chain marketing sports accessories
and casual clothing from over 65 international
brands. As an outlet chain offering discount
products, Boyner Outlet operates stores in five
Turkish cities. In 2009, Boyner established another
“concept” store, BSSD. Boyner’s 4 BSSD stores in
Istanbul and Ankara offer customers end-of-line
products from world-renowned brands.
Launched in 2003, the Boyner online marketing
web site reached a higher than expected sales
volume in 2013, thanks to its soaring sales potential
and constant improvements to the operational
infrastructure.
Total Number of Stores
Company Stores
Dealer Stores
Boyner Stores
42
36
6
Boyner Concept Stores
13
9
4
Boyner Evde
7
7
-
Boyner Sports
6
2
4
Boyner Outlet Stores
5
4
1
BSSD Stores
4
4
-
Çarşı Stores
14
11
3
23
OPERATIONS
In response to requests from customers and from
shopping mall investors for mid-range consumer
segments in large cities, we relaunched Çarşı
Mağazaları in 2011. Çarşı retail stores perfectly
respond to these particular customers’ brand,
quality and price expectations with products
that offer an attractive combination of price
and brand. Çarşı stores are based on a flexible
model where each store can decide its own brand
positioning according to its respective position
in the marketplace, and market its private brands
according to customers’ needs. Today, there are 14
Çarşı stores in eight Turkish provinces.
Total
Number of Company
Stores
Stores
Established in 1950 in Istanbul’s Sultanhamam
district as a small shop selling fabrics, YKM is
currently active as a department store chain under
the umbrella of Boyner Büyük Mağazacılık, with
61 stores (46 multi-storey stores, 11 YKM Outlet
stores and 4 YKM Sports stores) in 30 provinces.
YKM boasts more than 1,800 employees, over 1,000
business partners, around 300 thousand different
products, and an annual visitor population of 46.5
million.
Dealer
Stores
YKM Stores
46
25
21
YKM Outlet
11
11
-
YKM Sports
4
3
1
In addition to being Turkey’s first multi-floor store,
YKM has introduced numerous innovations to the
industry including the first payment installment
system, the first store credit card, the first dealership
system, the first SAP application and the first chip
credit card.
At YKM, consumers can find a wide range of goods
to meet their needs in clothing, cosmetics, footwear,
accessories, sportswear and home design. After a
brief interruption in 2013 due to necessary process
improvements, YKM’s web site will re-enable sales
transaction functionality in 2014.
YKM will continue to pursue its mission as a pioneer
in the sector with its operations under Boyner Büyük
Mağazacılık.
24
OPERATIONS
Sales & Marketing
Sales
Sales Volume
(TL Million)
Boyner & YKM
31.12.2013
31.12.2012
1,415.7
935.1
The sales and marketing strategies of Boyner and
YKM stores are built on the principle of “Unconditional
Customer Satisfaction.” The objective is to offer
customers a satisfactory shopping experience in all
stages, from the identification of need until after-sales
service, and to inspire in them the feeling of security.
Boyner and YKM differentiate themselves from rivals
by placing the customer at the center through a
service-focused approach. Leading the sector in
terms of service approach and after-sales services,
the Boyner and YKM brands extend the Unconditional
Customer Satisfaction principle to all their suppliers.
Boyner and YKM carry out meticulous research
studies to encourage supplier firms to comply with
Boyner and YKM standards in their service approach
and after-sales services, and thus ensure complete
customer satisfaction.
In all store formats, visitors are directed to different
shopping categories and are provided with services
in diverse product categories on a single visit. Various
sales scenarios are planned and implemented to turn
the Boyner and YKM brands into one-stop shopping
destinations where customers can meet all their
needs.
25
OPERATIONS
In 2013, the Company opened 3 Boyner, 2 YKM and 2
Çarşı multi-storey stores. Unproductive stores whose lease
contracts had expired were closed down. In 2013, we carried
out key renovations in our current stores, especially in the
YKM store portfolio.
Marketing
In 2012, Boyner Group completed its brand positioning
research that commenced with the acquisition of
YKM’s majority shares; in addition, the Group initiated
further studies to facilitate the growth of the Boyner
and YKM brands using different positioning strategies.
In all marketing activities, the objective is to protect
the unique images of the Boyner and YKM brands
created through the years, and meet the expectations
of their brand fans.
Boyner has been conceptualized in such a way as to
allow customers to meet all their needs in different
shopping categories under a single roof; additionally,
Boyner’s communication language and strategy
has been renewed to live up to the brand claim of
keeping abreast of the latest trends. According to this
new concept, which features Ece Sükan as Boyner’s
brand ambassador, customers are proposed different
product categories that match diverse styles. At the
“outfit matching corners” located in stores, customers
are offered not only the garment they have in mind,
but also products in other categories that match the
target garment.
different brands, and organized activities on college
campuses to attract new customers. In 2013, YKM
executed promotional campaigns to strengthen its
traditional and budget-friendly brand image that had
been formulated in previous years, while pursuing
a marketing strategy to reinforce its multi-storey
department store image. YKM underpinned this
strategy with a visual campaign underlining that
every need from clothing to cosmetics, footwear to
accessories, sportswear to home design can be met
under its roof. Additionally, a special emphasis was
placed on the active sportswear category to appeal to
young consumers, who account for a large proportion
of YKM’s customer portfolio. This strategy was
implemented through all communication channels,
and deployed in store windows and interiors, as well
as in shopping malls.
Throughout the year, YKM posted daily messages on
those social media channels most closely followed
by young customers; the Company also carried out
activities in universities to reinforce this relationship
with younger consumers.
Boyner, which counts 78 stores in its portfolio as of
end-2013, also reached a higher-than-anticipated
sales volume through the web site. The Company
supported its brand presence in digital channels
with social media messaging and apps. Boyner.com.
tr boasts 50,000 unique daily visitors, while Boyner
is in contact with nearly 300,000 followers on social
media every day.
Following renovation work at YKM stores, the renewal
process and the new brands introduced to the store
were communicated to customers through campaigns
customized for each store; in addition, former
customers were invited back to the stores once
again. New partnerships with various shopping malls
also allowed YKM to speed up the new customer
acquisition process.
At Boyner stores, 15 different activities were carried
out in 2013 to increase interaction with customers.
Due to positive customer feedback stemming from
the in-store initiatives, more such activities are
planned for the coming year. Boyner stores remained
a customer favorite in gift shopping with their varied
store concepts, eight different shopping categories,
wide range of gift cards and packaging, as well as the
Boyner Evde (Home) range of products.
To support gift shopping at YKM stores, the
Company carried out technical improvements and
upgraded its gift packaging, gift card and gift check
designs. Furthermore, the launch of YKM Home was
completed in 2013 in order to reinforce the Company’s
image as an ideal gift shopping location.
Boyner continued to implement marketing concepts
supportive of shopping in different categories in
order to reinforce current customer loyalty; the
Company also entered into partnerships with
At Çarşı stores, communication and marketing
activities were planned for each store individually
through due consideration of its unique location.
Throughout the year, location-specific announcements
were made related to the budget-friendly, high quality
products and special offer campaigns.
26
OPERATIONS
Loyalty Programs & Customer Feedback Management
The number of customers registered in the Boyner
Anahtar (Key) Program had surpassed the 5.6 million
mark as of end-2013, and Boyner Anahtar is used
in 83% of all purchases at Boyner stores. YKM Card
holders numbered 3.7 million at the end of 2013 and
72% of all store purchases are made with this card.
Boyner, YKM and Çarşı stores each have their
own loyalty programs managed individually
and separately in line with the expectations and
shopping habits of the respective brand customers.
These programs are key in acquiring new customers,
orienting current customers towards different
categories, and reinforcing communication with
customers.
At the stores, process improvement efforts are
regularly carried out based on data collected
from loyalty programs, which also cover all store
promotional campaigns including brand campaigns.
Loyalty programs are used efficiently, particularly
during store openings, and in partnerships with
supplier brands.
The number of customers registered in the Boyner
Anahtar (Key) Program had surpassed the 5.6
million mark as of end-2013, and Boyner Anahtar is
used in 83% of all purchases at Boyner stores. YKM
Card holders numbered 3.7 million at the end of
2013 and 72% of all store purchases are made with
this card.
Furthermore, as part of efforts to ensure
unconditional customer satisfaction, the Group
keeps track of keywords related to its brands
in various social media channels, and customer
feedback and information from stores and all the
other channels are closely monitored.
27
OPERATIONS
28
OPERATIONS
Investments
In 2013; despite a fall in the overall number of stores,
the total sales area increased to 277,218 m2 due to the
openings of new multi-storey Boyner and Çarşı stores. The
total number of visitors in all stores reached 97 million.
In 2013, the Company opened 3 Boyner, 2 YKM and 2 Çarşı multi-storey stores. Unproductive stores whose lease
contracts had expired were closed down. In 2013, we carried out key renovations in our current stores, especially
in the YKM store portfolio.
Store Openings in 2013
Store
Location
Opening Date
Net Sales Area
Istanbul, Brandium Mall
March 13
3,540 m2
Samsun, Samsun Mall
March 13
3,091 m2
Gaziantep, Forum Gaziantep Mall
October 13
2,483 m2
Çarşı (dealer)
Samsun, Çarşamba
October 13
1,182 m2
Çarşı (dealer)
Denizli
November 13
1,170 m2
YKM
Antalya, Erasta Mall
March 13
2,190 m2
YKM
Istanbul, Maltepe Park Mall
September 13
2,764 m2
Boyner
Boyner (dealer)
Boyner
TOTAL
16,420 m2
Store Closures in 2013
Location
Closure Date
Net Sales Area
Boyner Beaute (dealer)
Store
Beaute Bodrum
January 13
35 m2
Beaute Marmaris
January 13
41 m2
Beaute Egs
January 13
142 m2
Beaute Carrefour
January 13
88 m2
Boyner Outlet
Istanbul, Hangar Outlet
October 13
3,040 m2
Boyner Outlet
Denizli
September 13
1,170 m2
YKM (dealer)
Yalova Desa
January 13
988 m2
YKM (dealer)
Mardin, Mardin Movapark
March 13
478 m2
YKM (dealer)
Iraq, Erbil Familyfun Darin
March 13
1,759 m2
YKM (dealer)
Zonguldak, Karadeniz Ereğli
April 13
862 m2
Istanbul, Sapphire
September 13
1,622 m2
Trabzon
September 13
630 m2
Ankara, Ankara Forum Sport
September 13
110 m2
YKM
YKM Outlet (dealer)
YKM Outlet
TOTAL
10,965 m2
In 2013, despite a fall in the overall number of stores, the Company’s total sales area increased to 277,218 m2 due
to the openings of new multi-storey Boyner and Çarşı stores. The total number of visitors in all stores climbed to
97 million during the year.
Breakdown of Investments in 2013
(TL)
Store Openings and Renovations
Equipment
Rights
Software, Hardware, et al
Total Investment
2013
16,926,196
12,890,624
8,032,926
1,148,510
38,998,256
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OPERATIONS
30
OPERATIONS
Human Resources
As of December 31, 2013, Boyner Büyük Mağazacılık
employed a total of 5,412 personnel in which 3,593
of them Boyner and 1,819 are YKM employees. The
four new stores opened in 2013 created employment
opportunities for 300 more persons.
In 2013, Boyner implemented a number of projects
in performance and career management. Following
the YKM-Boyner integration, each company’s best
practices in this area were taken into consideration
and their systems were fully integrated.
Career Exams
On the basis of its career maps, the Group
administers function-specific exams in due
consideration of the competence and information
level required for each level. Employees willing to
do so took the exam, and those with successful
scores were invited to career interviews. Employees
who passed the interview stage were included in a
pool of candidates ready for promotion to a higher
level. Employees were also offered transitions and
promotions between Boyner and YKM stores.
2013 Number and
Percentage of Promoted
Employees (general,
including all positions)
2013 Number and
Percentage of Promoted
Female Employees
(general, including all
positions)
Boyner
YKM
179/5.3%
45/2.27%
76/4.5%
25/1.27%
Human Resources Regional Organization
In order to run human resources processes in a more
efficient manner, the Human Resources Regional
Organization was put into practice across Boyner
stores. Later on, this scheme was revised after the
integration of YKM and expanded to include this
entity as well. As a result, standardized human
resources practices are being implemented at all
Boyner and YKM stores in coordination with the
central Human Resources Department.
Head office employees from all levels were placed
in a special performance potential matrix and
development activities were planned for specific
groups.
Changes in the Head Office Organization
There are nine Assistant General Managers
dependent on the General Manager in the Company.
The Assistant General Managers are responsible
from such areas; Corporate Development and
Human Resources, Financial Affairs, Clothing Supply,
Out of Clothing Supply, Private Brands, Operations,
Marketing, Boyner Sales and YKM Sales.
In 2013, in line with the strategies of Group
companies, Supply Operations were organized
under the three main categories of Clothing, NonClothing and Special Brands. The E-commerce
Department, which previously had reported to
Supply Operations, was restructured and placed
under the Marketing function instead.
The Company overhauled the YKM Sales Operations
in line with the regional organization. Corporate
Sales Operations, which previously had reported to
the Sales Operations Department, was restructured
and placed under the Marketing function. The
31
OPERATIONS
departments of Advertising and Public Relations,
and Visual Presentation were positioned in such a
way as to provide differentiated services to Boyner
and YKM brands, to suit their respective strategies.
In the wake of the integration effort, the Internal
Audit Department was restructured to meet the
increasing needs for the organization. After all these
organizational changes, the job definitions for the
head office were revised.
Occupational Health and Safety
Our Occupational Health and Safety efforts are
expended with a comprehensive view to provide
a healthy and safe work environment for our
employees and to promote their mental, physical,
spiritual and emotional development. In 2013, 5,476
employees (3,584 Boyner and 1,892 YKM) received
Occupational Health and Safety training. In addition,
Occupational Health and Safety Councils and risk
analysis teams started work to create more healthy
and secure work environments, and to ensure
employee participation in all these processes.
Together with Boyner Group, we published our
Occupational Health and Safety Handbook specific
to our industry’s needs, and shared it with the entire
workforce.
Employee Number and Profile
As of December 31, 2013, Boyner Büyük Mağazacılık
employed a total of 5,412 personnel in which 3,593
of them Boyner and 1,819 are YKM employees. The 4
new Boyner and YKM stores opened in 2013 created
employment opportunities for 300 more people.
Boyner boasts a rather youthful and dynamic
workforce. The age average of store employees is
29, while that of head office personnel stands at
34. Some 68.5% of employees hold a high school
degree or higher, and 30% have earned a Bachelor’s
or postgraduate degree. Additionally, 80% of head
office personnel hold a Bachelor’s degree or higher.
Personal and Vocational Training Seminars
Training programs are organized on the basis
of annual operational objectives, individual
projects, and the relevant personal and vocational
development needs of store and head office
personnel. In 2013, some 8,075 employees across
Boyner and YKM joined training programs. In parallel
with the employee profile, women accounted for
52.15%, that is, over half of all participants (4,211 out
of total).
All recently hired employees participate in
orientation programs. In order to boost the service
quality of store personnel, and in response to store
requirements, Internal Trainers regularly organize
technical seminars. In order to complete the
integration process, technical training seminars and
acquaintance, cohesion and motivation programs
were held at the head office and stores during the
year.
In 2014, in accordance with strategic targets,
we planned training programs to increase multicategory sales and units purchased per receipt.
32
OPERATIONS
Human Resources
Employee Satisfaction
In order to enhance employee motivation and
productivity, and ensure the satisfaction of
personnel in the work place, we organized
employee-centered events throughout 2013. In a
first for the Turkish retail industry, all Boyner Group
companies celebrated December 12th as “Retail
Employees Day” to recognize the diligent work of
our store personnel. In addition, “the best practices”
in each store were rewarded and shared with other
stores to be implemented across the organization.
Following these diligent efforts, Boyner Group was
featured in the “Great Place to Work Turkey 2013”
list. This honor was based on employee responses
to the Trust Index© survey prepared by Great Place
to Work® Institute, which is active in 49 countries
across the world, and the Culture Audit© work
place culture surveys, which relates to HR policies
and practices and responded to by HR managers.
In all countries where it operates, the Institute is
considered a highly respected pioneer in identifying
the best employers by using sophisticated research
methods. A Great Place to Work® is defined as an
exceptional work place, where employees trust their
managers, are proud of their work, and are happy to
collaborate with their colleagues.
Additionally, at the Great Place to Work Turkey 2013
competition and Benchmarking study, Boyner Group
received the Special Award for “Equal Opportunity
and Supporting Women” due to its groundbreaking
HR practices and policies.
33
OPERATIONS
Legal Issues
There are several ongoing lawsuits filed by or
against the Group. Most of these cases concern
commercial issues. At the end of each period,
Company management evaluates the possible
outcome and financial impact of each lawsuit, and
sets aside the necessary reserves to cover possible
liabilities and gains. As of December 31, 2013, the
Company’s total reserves for such ongoing lawsuits
amounted to TL 2,294,362 (December 31, 2012-TL
1,395,440).
With regard to the acquisition of YKM A.Ş. on
September 7, 2012, minority shareholders had
filed a lawsuit to prevent the transfer of the brand
and its registration, to determine and prevent an
alleged misuse of the brand, to determine the preredemption right of Company shares, to annul the
share transfer and to enable their reemployment.
As a result of the share transfer contract reached
on October 22, 2013, these minority shareholders
withdrew the lawsuit.
34
CORPORATE
Ordinary General Assembly Agenda
Agenda of the 2013 Ordinary General Assembly – of our Company, Boyner Büyük Mağazacılık A.Ş., that will be
held on the 27th of March 2014.
1) Opening and Election of the Chairmanship Committee;
2) Authorizing the Chairmanship Committee to sign the General Assembly Meeting Minutes in the name of the
Shareholders;
3) Reading, discussing and approving the financial statements, Board of Directors’ Activity Report, and the
summary of the Independent Audit Report related to the 2013 accounting period;
4) Discussing and resolving the “Profit Distribution Policy” which was revised within the scope of the Dividend
communiqué N. (II.19.1) of the Capital Markets Board, and the proposal of the Board of Directors regarding the
distribution of the profit;
5) The approval of the changes made on the membership of the Board of Directors within the year according to
the Article 363 of Turkish Code of Commerce;
6) Discussing the acquittal of the members of the Board of Directors due to their activities, actions and accounts
carried out in 2013 fiscal year;
7) Informing Shareholders about the “Remuneration Policy” for the Members of the Board of Directors and for the
managers with administrative responsibilities, and about the payments made within the scope of this policy;
8) Election of the members of the Board of Directors and determining their term of position;
9) Determining remuneration and daily allowances of the Members of the Board of Directors;
10)Acceptance, acceptance upon amendment or rejection of the Board of Directors’ proposal for the amendment
of the Articles 6,8,29 and for the cancellation of the Articles 30,31 of the Articles of Association on condition
that the legal permissions were obtained from the Capital Markets Board and Ministry of Customs and Trade;
11) Discussing and approving the election of the Independent Audit Firm by the Board of Directors and the
decision taken on its term of position upon the proposal of the Audit Committee in accordance with the
Communiqué on the Independent Audit Standards in the Capital Markets Board published by the Turkish Code
of Commerce and Capital Markets Board;
12) Authorizing the members of the Board of Directors to perform the mentioned transactions stipulated in the
Articles 395 and 396 of the Turkish Code of Commerce, informing the General Assembly about the transactions
–specified in this article – of the persons stipulated in the (1.3.6) provision of the Corporate Governance
Communiqué (II-17.1) of the Capital Markets Board;
13) In accordance with the regulations of the Capital Markets Board, giving information to the General Assembly
about the collaterals, pledges and mortgages given by the Company in favor of third parties and about the
income or benefits obtained;
14)Informing General Assembly about the donations and charity made in 2013 and setting upper limit for the
donations that will be made in 2014;
15) Wishes and closing.
Meeting location : Büyükdere Caddesi USO Center Binası No:245/A KAT: B01 - Z02 Maslak Şişli Istanbul/TURKEY
Meeting date
: March 27, 2013
Meeting time
: 12.00 am
Profit Distribution Proposal
Related with the 2013 profit of our Company;
While determining the profit distribution amount, investment and financing policies, profitability and cash
position of the Company were taken into account and in order to strengthen the company’s financial structure, it
was decided to submit the following issues to the approval of the General Assembly;
• not to distribute the profit for 2013, and
• to retain the profit in the partnership.
Amendment to the Articles of Association
The amendments to the Articles n. 4, 18 and 21 of the Company’s Articles of Association, which were approved
in the Ordinary General Assembly meeting, dated March 28, 2013 were completed after being published in the
Turkish Trade Registry Gazette N.8305, dated April 22, 2014.
In the Ordinary General Assembly meeting that will be held on March 27, 2014, the amendments to the Articles
n. 6, 8, 29, 30 and 31 of the Company’s Articles of Association will be submitted for the approval of the General
Assembly in case the necessary permissions are obtained.
35
CORPORATE
AMENDMENTS TO THE ARTICLES n. 6, 8, 29, 30 and 31 OF BOYNER BÜYÜK MAĞAZACILIK ANONİM
ŞİRKETİ’s ARTICLES OF ASSOCIATION
FORMER VERSION
NEW VERSION
ISSUED CAPITAL OF THE COMPANY
CAPITAL
Article 6:
Article 6:
The Company accepted the Registered Capital
System as per the Capital Markets Law n. 2499 and
with Capital Markets Board’s permission n. 10/132,
dated February 24, 1998. Company’s Registered
Capital Upper limit is TL 100,000,000(hundred
million). The Company issues shares at a nominal
value of Kurus 1,-(one) per share.
Company accepted the registered capital system as
per the provisions of the abolished Law n.2499 and
moved into the registered capital system with the
Capital Markets Board’s permission n. 10/132, dated
February 24, 1998. Company’s Registered Capital
Upper limit of TL 250,000,000 (two hundred and
fifty million) is divided into 25.000.000.000 (twenty
five billion) bearer shares with a nominal value of
Kurus 1,-(one) per share.
Registered Capital Upper limit permission given
upon the establishment of Capital Markets Board
is valid for 5 years (2009-2013). Although the
registered capital upper limit allowed at the end of
2013 was not reached, for the Board of Directors
to take capital increase decision after 2013; it is
obligatory to get authorization from the General
Assembly for the new validity period by getting
permission from the Capital Markets Board for the
previously allowed upper limit amount or for the
new amount. In case the mentioned authorization is
not obtained, the Company shall be deemed to have
quit from the registered capital system.
Registered Capital Upper limit permission given
by Capital Markets Board is valid for 5 years
(2014-2018). Unless the allowed registered capital
upper limit is not reached in 2018, for the Board
of Directors in order to be able to take a capital
increase decision after 2018; getting authorization
from the General Assembly for the new validity
period not exceeding 5 years is mandatory by
means of getting permission from the Capital
Markets Board for the previously allowed upper
limit or for the new upper limit. The allowed validity
period can be extended for a period of 5 years
with the decision of General Assembly. In case the
mentioned authorization is not obtained, capital
increase cannot be made with the decision of the
Board of Directors.
While the nominal value of the shares was TL 1.000,(thousand) , within the scope of the Law on making
amendment to the Turkish Code of Commerce n.
5274, it was amended to Kurus 1,- (one). Due to
this amendment, the total number of the shares
decreased and for each 10 (ten) shares at TL 1.000,(thousand) per share nominal value, will be given
1,-(one) share at Kurus 1,- (one) per share nominal
value. Related with this amendment, the rights of
the partners arising from the shares owned are
reserved. The shares representing the capital are
monitored in dematerialized form within the frame
of the dematerialization principles.
Decision was taken to remove the “New” expression
from the New Turkish Lira and New Kurus as of 1st
of January 2009, pursuant to the Law n. 5083 on
the “Currency Unit of Republic of Turkey” published
on the Official Gazette dated January 31, 2004 and
with the Cabinet Decree n. 2007/11963 dated April 4,
2007 published on the Official Gazette dated May 5,
2007,
“Turkish Lira” expressions in this Articles of
Association are the expressions amended pursuant
to the Cabinet Decree, stated above.
The issued capital of the Company, which was totally
paid without collusion, is TL 92,070,000 (ninetytwo
millionseventythousand).
The shares representing the capital are monitored
in dematerialized form within the frame of the
dematerialization principles.
In case it is required, the capital of the Company can
be increased or decreased within the frame of the
provisions of the Turkish Code of Commerce and of
the Capital Market Legislation.
When considered necessary, Board of Directors is
authorized to increase the issued capital by issuing
new shares till the registered capital upper limit in
compliance with provisions of the Capital Markets
Law.
Board of Directors is authorized to take decisions on
the issues of limiting the right of the shareholders
to buy new shares by issuing shares above or
below the nominal values. The authorization of
36
CORPORATE
Company’s issued capital is TL 92,070,000 (ninety
two million seventy thousand). The Company’s
capital divided into 9.207.000.000 shares at a
nominal value of Kurus 1,- (one). All the shares are
bearer shares. Within the frame of the communiqués
of the Capital Markets Board, Board of Directors is
authorized to increase the issued capital by issuing
bearer shares until reaching the upper limit of the
Registered Capital between the years 2009 and
2013. Moreover, the Board of Directors is authorized
to issue shares above the par value. Share amounts
corresponding to the subscribed capital are paid
upfront in cash.
the Board of Directors for limiting the rights of
the shareholders to buy new shares cannot be
used in a way that will cause inequality among the
shareholders.
Within the frame of the Article 13 of the Capital
Markets Board, the Company can issue bonds
and other debt securities included in the capital
market instruments, with the decision of the Board
of Directors. The Board of Directors is authorized
to limit the shareholders’ right for purchasing new
shares.
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Article 8:
Article 8:
Board of Directors of the Company is composed of
executive and non-executive members.
Board of Directors of the Company is composed of
executive and non-executive members.
The business of the Company will be managed by
the Board of Directors, which is composed of six (6)
members, including two (2) independent members.
The businesses of the Company will be managed
by the Board of Directors, which is composed of
seven (7) members, including two (2) independent
members.
The majority of the members of the Board of
Directors will be composed of the persons who
are non-executives and who do not have any other
administrative duties in the Company except Board
of Directors’ membership. Among the non-executive
members of the Board of Directors, there will be
independent members who have the qualifications
listed in the Corporate Governance Principles of the
Capital Markets Board.
In case a position of a member in the Board of
Directors becomes vacant, elections are made
in compliance with the relevant provisions of the
Turkish Code of Commerce and the Corporate
Governance Principles of the Capital Markets
Board provided that the decisions regarding the
issues considered significant as per the Corporate
Governance Principles of the Turkish Code of
Commerce and the Capital Markets Board shall
remain reserved. The member elected in this
manner shall hold the position until the first General
Assembly and the member elected by the General
Assembly shall perform his/her duties with the term
of position equal to the remaining term of position
of the former member. In case, related shareholders
representing a juridical person report a board
The majority of the members of the Board of
Directors will be composed of the persons who
are non-executives and who do not have any other
administrative duties in the Company except Board
of Directors’ membership. Among the non-executive
members of the Board of Directors, there will be
independent members who have the qualifications
listed in the Corporate Governance Principles of the
Capital Markets Board.
In case a position of a member in the Board of
Directors becomes vacant, elections are made
in compliance with the relevant provisions of the
Turkish Code of Commerce and the Corporate
Governance Principles of the Capital Markets
Board provided that the decisions regarding the
issues considered significant as per the Corporate
Governance Principles of the Turkish Code of
Commerce and the Capital Markets Board shall
remain reserved. The member elected in this
manner shall hold the position until the first General
Assembly and the member elected by the General
Assembly shall perform his/her duties with the term
of position equal to the remaining term of position
of the former member. In case, related shareholders
representing a juridical person report a board
37
CORPORATE
member to the Board of Directors, on the issue
that he/she does not represent the juridical person
anymore, he/she shall be considered resigned. In
this situation, related shareholders representing the
juridical person will nominate a new member and
the Board of Directors will appoint this new member
to the Board of Directors.
member to the Board of Directors, on the issue
that he/she does not represent the juridical person
anymore, he/she shall be considered resigned. In
this situation, related shareholders representing the
juridical person will nominate a new member and
the Board of Directors will appoint this new member
to the Board of Directors.
DISTRIBUTION OF PROFIT
PROFIT DISTRIBUTION:
Article 29:
Article 29:
The amounts such as general expenses and various
depreciations that must be paid or set aside by
the Company and taxes that must be paid by the
Company’s juridical personality, are deducted
from the revenues ascertained at the end of the
accounting year, and the remaining net profit shown
on the annual balance sheet is distributed after the
deduction of the previous year’s losses (if any) in
the order shown below:
The amounts such as general expenses and various
depreciations that must be paid or set aside by
the Company and taxes that must be paid by the
Company’s juridical personality, are deducted from
the revenues ascertained at the end of the operating
period, and the remaining profit of the period shown
Primary Legal Reserve:
General Legal Reserve
a) 5% of net profit is set aside for the legal reserves
a) 5% of the period profit is set aside for the legal
reserves
First Dividend:
b) From the remaining, first dividend is reserved at a
ratio and in an amount stipulated by the Capital
Markets Board.
Second Dividend:
c) General Assembly is authorized to partially
or fully distribute the remaining balance (the
amount reached after deducting the amounts
specified in the sub-paragraphs a, and b from the
net profit) as second dividend or to set aside as
extraordinary legal reserve.
Secondary Legal Reserve:
d) One-tenth (1/10) of the amount remaining after
deducting the dividend equal to the 5% of the
paid-in capital from the amount decided to be
distributed to the shareholders and to the other
persons participated in the profit, is set aside
as secondary legal reserve in accordance with
the 2nd paragraph and 3rd sub-paragraph of the
Article 466 of Turkish Code of Commerce.
e) Unless the reserve funds required to be set aside
in accordance with the statutory provisions,
and the first dividend stipulated in the Articles
of Association for the shareholders are duly
reserved, no decision can be taken to set
aside other reserve funds, or to transfer the
profit to the following year, and unless the first
dividend is paid in cash and/or in the form of
share certificates, no decision can be taken, to
make donations to, or to distribute dividend
First Dividend:
b) In compliance with the Turkish Code of
Commerce and Capital Markets Legislation, first
dividend is set aside over the amount calculated
by adding, if any, the amount of the donations
made within the year, on the remaining amount,
within the frame of the profit distribution policy
that will be determined by the General Assembly.
c) After the deductions stated above were made,
General Assembly has the right to decide on
distributing the dividend to the Members of the
Board of Directors together with the employees,
janitors and workers, to the charitable institutions
established with various purposes and to the
entities with similar characteristics.
Second Dividend:
d) General Assembly is authorized to partially
or fully distribute the remaining balance (the
amount reached after deducting the amounts
specified in the sub-paragraphs (a), (b) and (c)
from the net period profit) as second dividend
or to set aside as legal reserve at own request as
per the Article 521 of Turkish Code of Commerce.
General Legal Reserve:
e) One-tenth of the amount, remaining after
distributed to the shareholders and to the other
persons participated in the profit, is added on the
38
CORPORATE
general legal reserve as per the 2nd paragraph of
the Article 519 of Turkish Code of Commerce.
to the Members of the Board of Directors of
the Company and its employees, holders of
“jouissance shares”/“founders’ holding jouissance
shares”, privileged shareholders, charitable
institutions established for various purposes, and
Unless the reserve funds required to be set aside
f) Dividend is paid to all the existing shares equally
as of the distribution date, without taking into
account their issue and acquisition dates.
g) General Assembly decides on the method and
time of the profit distribution upon the proposal
of the Board of Directors on this issue.
PROFIT DISTRIBUTION DATE
Article 30:
Payment schedule and method of the yearly profit
to the shareholders are decided by the General
Assembly upon the proposal of the Board of
Directors in compliance with the Capital Markets
Law and the related provisions of the legislation.
Distributed profit in accordance with the Articles of
Association is not withdrawn.
LEGAL RESERVE
Article 31:
Legal reserve is set aside until reaching the 20% of
the Company’s issued capital amount. If the amount
of the legal reserve which depends on the 20%
of the capital decreases for any reason, Company
continues to set aside legal reserve until reaching
this amount (%20 of the issued capital).
The provision of Article 467 of Turkish Code of
Commerce is reserved.
Profit distribution decision of General Assembly
pursuant to the provisions of the Articles of
Association cannot be withdrawn. Article 512 of
Turkish Code of Commerce is reserved.
Withdrawn.
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CORPORATE
Company policies that will be submitted
to the approval of General Assembly
Profit Distribution Policy
Our Company makes profit distribution within the
frame of the Turkish Code of Commerce provisions,
Capital Markets Regulations, Tax Regulations and
other relevant regulations and relevant article of the
Articles of Association regarding profit distribution. In
profit distribution, in accordance with the Corporate
Governance Principles, a balanced and consistent policy
is pursued between the shareholders and Company
benefits; and moreover, long term strategies, investment
and financing policies, profitability and cash position of
the Company are taken into account in determining the
profit distribution amount.
As a principle, taking the above issues into
consideration, minimum 20% of the distributable
period profit calculated within the frame of the Capital
Markets Regulations and other relevant legislations, are
distributed in cash and/or in the form of scrip issue.
The aim is to make the profit distribution within 3
months, at the latest, upon the General Assembly
meeting. Final profit distribution schedule is decided
by the General Assembly. General Assembly or in case
the authorization is granted, the Board of Directors may
decide on making the payment of the dividend with
installments.
On the other hand, advance dividend payment will not
be made.
Remuneration Policy for the Members of the Board of
Directors and Senior Executive Managers
This policy document determines the remuneration
system and its practices used for the members of the
Board of Directors and senior executive managers who
have administrative responsibilities within the scope of
the Capital Markets Board regulations.
We adopt fair approach in all our Human Resources
policies and in their practices such as recruitment,
promotion, transfer, rotation, waging and we find
making discrimination for reasons such as; language,
race, color, gender, political opinion, belief, religion, sect,
age, physical disability etc., absolutely unacceptable.
The same principle covers also the Senior Executive
Managers.
While determining the wages, market conditions are
considered in order to be competitive at the positions in
the sectors which the Company carries out its activities
and in the related functions. This information is obtained
via independent remuneration surveys.
Every year, in the Ordinary General Assembly meeting,
fixed remuneration is determined that is valid only for
the independent Members of the Board of Directors.
Payments to the Executive Members of the Board
of Directors are made within the scope of the policy
determined for the senior executive managers.
Expenses incurred by the Members of the Board of
Directors due to their contributions to the Company
(transportation, phone calls, insurance etc.) can be met
by the Company.
Remunerations of the Senior Executive Managers
are composed of the payments as monetary and
non-monetary based on the fixed payments and
performance related payments. Senior Executive
Manager fixed remunerations which are determined
based on their responsibility areas in the Company;
are determined also taking into account the macro
economic data, remuneration levels valid in the market,
size of the Company and long term objectives, in
compliance with the international standards and legal
obligations.
Premiums of the Senior Executive Managers; are
calculated based on the Company performance and
individual performance. Information regarding the
criteria is summarized below:
Company Performance: is obtained by measuring the
results of the financial and operational (market share,
export, foreign operations, productivity etc.) targets
given to the Company at the beginning of each year,
at the end of the period. Continuity of the success,
enhancements compared to the past years are the
significant principles taken into account while setting
the Company targets.
Individual Performance: While determining the individual
performance, together with the Company targets, also
the targets related with the employees, customers,
processes, technology and long term strategies are
taken into account. In the measurement of the individual
performance, in parallel to the Company performance,
long term sustainable enhancement principle is also
pursued in the areas out of financial areas.
Total amounts, determined based on the principles
specified above and paid to the Senior Executive
Managers and the Members of the Board of Directors
within the year, are submitted to the information of
the partners in the next General Assembly meeting in
accordance with the legislation.
Donations and Assistance in 2013
The amount of Donations and Assistance in 2013 which were carried out by the Company totaled TL 415,566.30.
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CORPORATE
1. Corporate Governance Principles Compliance Statement
With respect to the “Corporate Governance Principles”, an issue with an increasing importance in the world recently, the
Capital Markets Board (CMB) published on the 30th of December 2011 a “Communiqué (Serial IV, n. 56) on “Determination
and Implementation of the Corporate Governance Principles”. By this Communiqué, some of the Corporate Governance
Principles have become mandatory for the companies traded in Borsa Istanbul (BIST). We, as Boyner Büyük Mağazacılık
A.Ş., believe that this important step taken forward by CMB will provide great benefits for the development of national
and international capital markets.
Within the scope of the “Communiqué (Serial IV, n. 56) on “Determination and Implementation of the Corporate
Governance Principles, which was in force in 2013, while complying with the compulsory principles entirely, the Company
ensured compliance with most of the noncompulsory principles as well. Since our Company is in the 3rd Group, it is
sufficient to have two independent members in the Board of Directors. Established Board of Directors Committees
continue to perform their activities. Company website and activity report were reviewed and required revisions for
compliance with the principles were made. In the upcoming period, for compliance with the principles, necessary tasks
will be performed by taking into account the developments and the implementations in the legislation.
Even though the Company aims to ensure full compliance with the noncompulsory Corporate Governance Principles
due to fact that the Company faced with some difficulties while implementing some of the principles and some of the
principles do not entirely match with the current structure of the market and the Company, full compliance has not been
ensured yet. Aforesaid principles and the reasons for noncompliance with these principles are briefly specified below:
- The use of the request for appointing a private auditor as an individual right: In the Articles of Association, the request
for appointing a private auditor was not regulated separately as a private right and considered that Turkish Code of
Commerce provisions will be applied.
- Participation in the Company management of stakeholders having relations with the Company: Even if it is not yet
specified in the Articles of Association, the aim is to obtain the benefits expected from the stakeholders’ participation
in the Company Management through exchanging ideas with the various interest groups and information disclosures
(website, e-mail, phone calls, press etc.)
In addition to some Corporate Governance Practices which were made mandatory through legal regulations, our
Company attaches great importance also to measurement and rating services that will be provided by the independent
firms with the purpose of the continuous enhancement and development of these practices in the Company. To this end,
the first rating agreement was signed with SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş., in 2012. As
a result of the rating made in 2013, our Corporate Governance rating was revised and determined as 8.61. Detailed rating
report is published on our Company’s official website.
Our conclusions regarding the level of compliance of our Company with the Corporate Governance Principles were
presented to the Board of Directors, and after adopted by the Board of Directors, they were submitted to the General
Assembly.
Please find below our Corporate Governance Principles Compliance Report prepared for 2013 activity period, and
composed of four main topics; Shareholders, Public Disclosure and Transparency, Stakeholders and Board of Directors,
including the applicable and non-applicable aspects of the aforesaid principles.
CORPORATE GOVERNANCE COMMITTEE
Fethi Pekin
Member of the Board of Directors
Nur Mehmet İnal
Member of the Board of Directors
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PART I – SHAREHOLDERS
2. Shareholders Relations Unit
In accordance with the Corporate Governance
Principles, there is a Shareholders Relations Unit
at our Company. This unit was structured under
the supervision of the Corporate Governance
Committee’s Chairman who is an independent
member of the Board of Directors.
Mr. Ali Adana performs his duties in the
Shareholders Relations Unit. Contact information of
our employee working in this unit is given below:
Name
Surname
Ali Adana
Phone
E-mail
0 212 335 75 05
[email protected]
Mr. Ali Adana has (CMB) Capital Market Activities
Advanced Level License and (CMB) Corporate
Governance License.
This unit provides communication between the
shareholders and Board of Directors by reporting to
the Corporate Governance Committee.
The Shareholders Relations Unit has been founded
in accordance with the legislation and mainly in
order to;
• Ensure healthy, safety and updated pursuit of the
records related with the shareholders;
• Reply the written information requests of
shareholders with regard to the Company,
excluding the information related with the
Company, in the characteristics of undisclosed,
confidential, and/or trade secrets;
• Ensure that the General Assembly meetings
are held in compliance with the legislation in
force, Articles of Association and other internal
regulations;
• Prepare documents that can be used by
shareholders in the General Assembly meetings;
• Ensure that voting results are duly recorded, and
reports related with the results are prepared;
• Oversee and monitor all kinds of issues regarding
public disclosure, including the legislation
and the Company’s disclosure policy. Also the
compulsory issues of the Corporate Governance
Principles and issues stipulated in the Articles of
Association will be applied separately.
3. Use of Shareholders’ Rights to Information
All of the information requests of our shareholders
presented to the Shareholders Relations Unit during
the period were completely answered, except
the ones in the characteristics of undisclosed,
confidential, and/or trade secrets.
Our Company were taken all actions that would be
necessary on the issue that the received information
requests were answered as soon as possible,
completely, accurately after being assessed carefully
by Shareholders Relations Unit, and Deputy General
Manager and the General Manager related with the
issue.
Explanations regarding the issues needed frequently
by our shareholders, and information about the
developments that may positively affect the use of
their rights are published on our website at the URL
of http://kurumsal.boyner.com.tr.
All information necessary for healthy utilization
of shareholding rights were submitted to the
information and utilization of our shareholders
through our website, yearly activity report,
disclosure of material matters, and answering of
individual requests.
4. General Assembly Meetings
General Assembly meeting – in which 2012 results
were discussed – was held on the March 28, 2013
at 15:00 pm, at the address of Altınyıldız Mensucat
ve Konfeksiyon Fabrikaları A.Ş., Yenibosna, Merkez
Mahallesi, 29 Ekim Caddesi No: 22 Bahçelievler/
Istanbul.
Call for the meeting was published in Cumhuriyet
and Dünya newspapers, in Turkish Trade Registry
Gazette dated March 12, 2013 and in Borsa Istanbul
(BIST) Public Disclosure Platform (KAP) on March 6,
2013.
Ordinary General Assembly Meeting was held with
the participation of our shareholders representing
81.11% of our paid-in capital of TL 92,07 million or in
other words, the portion of TL 74,674,117.00.
Stakeholders and media representatives participated
in the Ordinary General Assembly Meeting.
Questions of some shareholders related with the
issues on the agenda were replied during the
meeting.
In the General Assembly “Internal Directive on the
Working Procedures and Principles” was approved.
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CORPORATE
Provisions of Articles of Association regarding
General Assembly can be summarized as follows:
Our Company’s General Assembly convenes in
ordinary or extraordinary modes in compliance with
our Company’s Articles of Association.
Ordinary General Assembly convenes once in
a year within three months starting from the
end of the Company’s accounting period. In this
meeting, written issues in the Article of the Turkish
Commercial Code regarding the meeting agenda are
analyzed and required decisions are taken.
Extraordinary General Assemblies convenes in
accordance with the provisions written in the
laws and the Articles of Association whenever
the Company affairs require and subsequently,
necessary decisions are taken.
In the Ordinary General Assembly meetings, the
Company informs its partners about the guarantees,
pledges and mortgages given in favor of third
parties and about the revenues or benefits obtained
from these transactions. This issue is specified as a
separate item in the agenda of the Ordinary General
Assembly meeting.
Attending Electronic General Assembly meetings:
The right-holders who have the right to attend
the General Assembly meetings can also attend
these meetings via electronic platform as per the
Article 1527 of the Turkish Code of Commerce. In
accordance with the provisions of the “Regulation
on Electronic General Assembly meetings in the
Incorporated Companies”, the Company may
decide to establish the Electronic General Assembly
System (EGAS) or to purchase services from these
systems established for this purpose, to ensure
that the right-holders attend the Electronic General
Assembly meetings, express their opinions, make
suggestions, and cast votes. In all General Assembly
meetings that will be held, the Company ensures
that the right-holders and their representatives
use their rights stipulated in the provisions of the
aforementioned Regulation over the system installed
in accordance with this provision of the Articles of
Association.
General Assembly convenes at the Company
headquarters or at a convenient location of the city
of the headquarters.
In both ordinary and extraordinary General
Assembly meetings, it is mandatory that the
commissary of the Turkish Ministry of Customs and
Trade is present and signs the meeting minutes
together with the related persons. Decisions that
will be taken in the General Assembly meetings held
in the absence of the commissary and the meeting
minutes which do not include the signature of the
commissary are null and void.
The calls for the General Assembly meetings are
made by means of a newspaper published in the city
where the headquarters of the Company is located.
If no local newspaper is published, the calls are
published in a newspaper of the closest location.
It is mandatory that the provisions of the new
Turkish Commercial Code are applied in the
2014 General Assembly meeting that will be held
to review and discuss the 2013 accounts and
transactions. The provisions of this legislation is
applied, in the announcements and calls that must
be made as per the Capital Markets Law and the
provisions of the relevant legislation
The announcement regarding the General Assembly
meeting call including the meeting location, date,
time and the sample power of attorney, is published
in the Turkish Trade Registry Gazette, in two
nationwide newspapers and in the Borsa Istanbul
(BIST) Public Disclosure Platform (KAP).
It is mandatory for the Company to get permission
from the Capital Markets Board and the Ministry of
Customs and Trade in order to be able to discuss
the amendments that will made be to the Articles of
Association in the General Assembly.
On the other hand:
All our shareholders –in order for ensuring their
direct access – can find the information about the
meetings held in 2013 on our Company website at
URL of http://kurumsal.boyner.com.tr.
All financial statements and reports, including the
yearly activity report, profit distribution proposal,
prepared (if needed) disclosure documents related
with the General Assembly meeting agenda items,
last version of the Articles of Association, if the
Articles of Association will be amended, text of
amendments and its justification are open to our
shareholders for their inspection at the headquarters
and specified branch offices of our Company since
the date of the announcement of the call for the
General Assembly meeting.
Aforesaid information and documents can be found
on our website at URL of http://kurumsal.boyner.
com.tr.
In order to facilitate the attendance to the General
Assembly, ultimate attention is paid to comply
with the issues stipulated in the legislation. Our
Shareholders do not face with any difficulty to
attend our General Assembly meetings. Moreover,
no complaint or notice has been received so far
from our shareholders on this issue.
Minutes of the General Assembly are given to the
shareholders at the end of the meeting and with
the aim of informing the shareholders who could
not attend the meeting, they are also open to the
electronic access being published on our Company
website at the URL of http://kurumsal.boyner.com.tr
In case the question asked in the General
Assembly is not related with the meeting agenda
or is comprehensive that cannot be replied
43
CORPORATE
immediately, this question is replied in writing by the
Shareholders Relations Unit within 30 working days
at the latest.
5. Right to Vote and Minority Rights
General Assembly meetings and the decision
quorum in the meetings are subject to the provisions
of the Turkish Code of Commerce.
Shareholders or their proxies who are present in
the Ordinary and Extraordinary General Assembly
meetings have one right to vote per share.
The Company does not have a mutual subsidiary
relationship with any shareholder.
“Show of Hands” voting method is used in the
General Assembly meetings.
It is possible use “secret ballot” voting method
upon the request of the shareholders in possession
of one-tenth (1/10) of the capital represented by
the shareholders present in the Ordinary General
Assembly meetings.
A shareholder cannot cast a vote in the meetings
related with the lawsuit or a personal matter
between the shareholder himself or his/her spouse
or his/her ascendants/ descendants and the
Company.
In the General Assembly meetings, the shareholders
may be represented by a proxy to be appointed
from among other shareholders or from outside
within the frame of the regulations of the Capital
Markets Board regarding proxy voting. Proxies
who are also the shareholders of the Company
are authorized to use not only their votes but also
the votes of other shareholder(s) they represent.
Format of the powers of attorney is determined
and announced by the Board of Directors within
the frame of the regulations of the Capital Markets
Board.
6. Dividend Right
Profit distribution policy of the Company is as
follows:
As per the legislation in force on the issue date of
this report, The amounts such as general expenses
and various depreciations that must be paid or set
aside by the Company and taxes that must be paid
by the Company’s juridical personality, are deducted
from the revenues ascertained at the end of the
accounting year, and the remaining net profit shown
Primary Legal Reserve:
a) 5% of net profit is set aside for Legal reserve.
First Dividend:
b) From the remainder, first dividend is set aside
in a ratio and amount stipulated by the Capital
Markets Board.
Second Dividend:
c) General Assembly is authorized to partially or
fully distribute the remaining amount – after
deducting the amounts specified in the subparagraphs a) and b) from the net profit
– as second dividend or to set it aside as
extraordinary legal reserve.
Secondary Legal Reserve:
d) one-tenth of the amount remaining after
distributed to the shareholders and to other
persons who participated in the profit, is set
aside as secondary legal reserve in accordance
with the 2nd paragraph and 3rd sub-paragraph
of the Article 466 of the Turkish Code of
Commerce.
e) Unless the reserve funds required to be set aside
General Assembly decides on the date and the
method of the profit distribution upon the proposal
of the Board of Directors in compliance with the
Capital Markets Law and relevant provisions of the
legislation.
The profit distribution proposals submitted to the
approval of the General Assembly by the Board of
Directors, are determined in accordance with the
ratios stipulated by the Turkish Code of Commerce
and Capital Markets Board, and taking into account
the profitability of our Company, the expectations
of the Shareholders, the economic situation of the
Country and the growth strategies of our Company.
Distributed profit pursuant to the provisions of the
Articles of Association cannot be withdrawn.
At our Company there aren’t any privileged shares
on the issues of “getting share from the profit” and
“determining the management”.
44
CORPORATE
Regarding 2013 profit of our Company, it was
decided to submit the issue of not making profit
distribution for 2013 and retaining the profit within
the partnership, to the approval of the General
Assembly.
Profit Distribution Date
General Assembly decides on the date and the
method of distribution of annual profit to the
shareholders upon the proposal of the Board of
Directors in compliance with the Capital Markets
Law and relevant provisions of the legislation.
7. Transfer of Shares
Our Company’s Articles of Association does not
contain any provisions restricting the transfer of
shares.
PART II – PUBLIC DISCLOSURE AND
TRANSPARENCY
8. Company Disclosure Policy
Company Disclosure Policy formulated by the Board
of Directors within the frame of the CMB Corporate
Governance Principles is published on the Company
website (http: //kurumsal.boyner.com.tr).
Main purpose of the Company disclosure policy
is to ensure that all required information and
statements, except trade secrets, are received by the
shareholders, investors, employees, customers and
other relevant parties in a timely, accurate, complete,
comprehensible, easy manner with low cost and
under equal conditions. With this aim, within
the frame of the generally accepted accounting
principles and the provisions of the Capital Markets
Legislation; the Company adopted as principle to
equivalently share the results of the implemented
strategic plans, completely, fairly, accurately, timely
and comprehensibly, with the shareholders, investors
and capital markets environment.
of the legislation in force, in a manner that will show
the real financial situation of our Company. The
first-half (till the end of June) financial statements
after being independently inspected and the yearend financial statements after being independently
audited are publicly disclosed.
Our activity report is prepared in sufficient details
in order to ensure that the public gets proper
information regarding the activities of the Company.
The information that will be publicly disclosed is
published in the “Public Disclosure Platform” (www.
kap.gov.tr) and on the Company website (http://
kurumsal.boyner.com.tr) in a timely, accurate,
complete, comprehensible, interpretable and with
low cost easily accessible manner in order to help
the entities that will benefit from the disclosure
take their decisions. Furthermore, “e-YÖNET:
Corporate Governance and Investor Relations Portal”
of the Central Registry Agency can also be used
for informing the Company partners directly and
effectively.
Disclosure of Material Matters
Within 2013, in accordance with the CMB
regulations, 24 Disclosure of Material Matters were
made by our Company. These announcements are
also accessible via the links included in our website
(http://kurumsal.boyner.com.tr).
Our Company stocks are not quoted in foreign stock
markets.
Announcement of the Natural Person Ultimate
Controlling Shareholder(s)
Our Company’s partners (shareholders) who are
natural persons are also the shareholders of our
biggest partner, Altınyıldız Mensucat ve Konfeksiyon
Fabrikaları A.Ş.
Periodic financial statements, and footnotes of the
financial statements are prepared within the frame
Our Company’s partnership structure as of 31st of December 2013 is as follows:
Shareholder’s Trade Name/Name Surname
Altınyıldız Mensucat ve Konfeksiyon Fab. A.Ş.
Other Partners and Publicly Traded Portion
Total
Share Amount (TL)
Share Percentage (%)
88,896,289.44
96.55
3,173,710.56
3.45
92,070,000.00
100.00
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CORPORATE
Indirect partners (shareholders) of our Company – who are natural persons – are given below;
Natural Person Partners
Share Amount (TL)
Share Percentage (%)
16,554,456
18.00
Neylan Dinler
15,812,433
17.20
Zahide Leman Halulu
11,001,837
11.90
Lerzan Boyner
10,844,377
11.80
Latife Boyner
10.820.711
11.80
Ali Osman Boyner
3,944,868
4.30
1,431,520
1.60
Semih Dinler
203.100
0.20
Defne Dinler
134.046
0.10
Deniz Dinler
134.046
0.10
70,881,394
77.00
Hasan Cem Boyner
Emine Ayten Boyner
Total
Public Disclosure of the Persons who can get
Insider Information
Necessary measures in order to prevent the use of
the insider information were taken. Moreover, our
Company’s Managers and other entities that the
Company gets service from who are in a position to
be able to reach the information that may affect the
values of the capital markets instruments are kept
up-to-date.
9. Company Website and its Content
Boyner Büyük Mağazacılık A.Ş. website at the URL
of http://kurumsal.boyner.com.tr is actively utilized
for public disclosure as recommended by the
Corporate Governance Principles of CMB stipulated
also in the new Turkish Code of Commercial. All
public disclosures of Boyner Büyük Mağazacılık A.Ş.
are accessible via the Company web site. Web site
has been structured and segmented accordingly.
Information regarding the last 5 years of the
Company can be found on the website. While the
website was designed in Turkish with the content
and format stipulated by the Corporate Governance
Principles of CMB, the most part of the Turkish
information is also published on the website in
English by considering the foreign investors.
Important topics that can be found on the website
are listed below:
• Information about Corporate Identity
• Members of the Board of Directors
• Recent Partnership Structure
• Dates and numbers of the Turkish Trade
Registry Gazette in which the amendments were
published and the latest version of the Articles of
Association
• Trade Registry Information
• Financial Reports
• Activity Reports (annual and periodical)
• Information on the Bonds Issued
• Links related with the CMB Disclosure of Material
Matters (links to KAP and Borsa Istanbul (BIST)
websites)
• General Assembly Meeting Date and the Agenda
• General Assembly Meeting Minutes and List of
Attendants
• Sample Form of Proxy Voting
• Corporate Governance Compliance Report
• Disclosure Policy
• Profit Distribution Policy
• Employee Reimbursement Policy
• Code of Ethics
• Remuneration Policy
• Frequently Asked Questions Section
• Communication data
URL of our website is written on the letterhead of
our Company.
10. Activity Report
The activity report was prepared in detail so that
a wide range information on the activities of the
Company can be obtained by public. In the annual
activity report, a statement signed by the general
manager is included regarding the issue that the
periodical financial statements accurately reflect
the financial situation of the company and that the
company does fully comply with the legislation.
On the hand, in the activity report there is no
statement of the Board of Directors on the issue
whether the internal control system functions
properly or not.
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CORPORATE
Annual activity report; consists of the field of
activity, financial situation, capital, ownership
and governance structure of the Company, the
résumés of the Members of the Board of Directors
and executive senior managers, the policy for the
distribution of profits and the Corporate Governance
Compliance Report.
Events after the issue date of the Balance Sheet
According to the Board of Directors decision taken
by Boyner Büyük Mağazacılık A.Ş. on the 27th of
January 2014, it was determined;
• to renew the permit for the accepted registered
capital system due to the fact that it is the 5th and
the last year of the accepted registered capital
system with the upper limit of the Registered
Capital,
• to increase the upper limit of the Registered
Capital from TL 100 Million to TL 250 Million,
• and that this upper limit shall be valid for the
period between 2014 and 2018, and that this issue
shall be submitted to the General Assembly.
SECTION III – STAKE HOLDERS
11. Information Disclosure to Stakeholders
We pay attention to making disclosures in writing –
to the extent possible – on the issues concerning the
stakeholders related with our Company including
our shareholders, employees, creditors, customers,
suppliers and potential investors, as we give
importance to coordinating our relations with our
stakeholders by making contracts in writing – to the
extent possible – with them when necessary.
In cases where the Stakeholders’ rights are not
specified within the legislations and agreements
(contracts), stakeholders’ benefits are protected
within the framework of good faith and the capacity
of the Company surely safeguarding the reputation
of the Company.
12. Stakeholders’ Participation in the Management
Within the Articles of Association of the Company,
there are no provisions regulating the stakeholders’
participation in the Company Management. However,
the independent members of the Board of Directors,
in a sense help representing all stakeholders
besides the company and the shareholders in the
management.
Our company maintains constant communication
with all its stakeholders. The feedback coming
from them is submitted for the top management
assessment after going through specific phases
based on the internal procedures within the
company, and consequently solutions and policies
are produced.
Practices performed within the scope of quality,
efficiency and institutionalization carry great
importance for our Company.
13. Human Resources Policy
The collective aim of the Group our Company
belongs in, “Unconditional Customer Satisfaction”
and “Respect for People” is one of the main
objectives of our Company’s human resources
policy. Our main principle, on the other hand; is to
precisely abide by the laws and regulations and to
work within the code of ethics. All employees of the
Human Resources Department adopt clear and close
communication with the other employees in order to
create sustainable trust within the staff.
We believe that employees are our most precious
resource. For this reason, trainings are planned
within the framework of in-class, on-the-job training
models – targeting the capabilities, knowhow and
practices that will be actualized in line with the
requirements and priorities of that period – in order
to support the progress of the employees.
New employees joining our Company are given
the support to adapt to the corporate culture
with programs carried out on or outside the job.
The importance given to team work is one of the
primary goals of our corporation. Within this scope,
programs are organized, when necessary, to ensure
employees’ progress by utilizing resources in and
out of the company besides getting professional
support. In consequence, sustainability and
effectiveness of close communication is provided
through feedback and guidance.
The progress of our employees is monitored via
“Performance Evaluation System” consistently
upgraded in line with the practices of the sector and
the company. With this system the aim is to;
• show the ways to our employees to make a career
within the corporation, to
• help them make their career plans,
• provide them with the convenient environments in
which they can show their capabilities and achieve
their targets,
• support their progress in line with their targets
and corporate needs.
Moreover, “Career Management System” is
implemented within the framework of the career
maps prepared. Our main principle is to structure
the senior staff with the employees fostered within
the Company.
We provide equal opportunity throughout the
processes of recruitment, professional relations,
participation, promotion, pension, and under all
employment conditions. Our Company, supports
our employees in taking initiatives parallel to their
responsibilities.
For us, discrimination based on race, color,
gender, religion, marital status, sexual orientation,
political ideas or status, ethnicity, health situation,
responsibilities in the family, participation in
unions, physical disabilities or age is absolutely
unacceptable.
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CORPORATE
With the profile study made specific to our company
for the selection and placement process, selection
and placement is carried out within the framework
of the criteria specified for each position title.
Within this scope, all employees are given the
support to participate in various social, cultural and
academic activities and to present their opinions
and suggestions.
All employees are required to abide by the laws and
company procedures and guidelines. Employees
cannot propagandize their religious and political
beliefs at work, and cannot put their beliefs forward
while making their decisions.
There were no complaints made by the employees
about any issues of discrimination.
Employees can benefit from various health services.
Within this scope, Health Insurance and Health
Information Services are provided.
For all positions at the Company job definitions and
performance criteria were prepared and provided to
the employees.
The aim of the communication activities (social
activities and communication platforms) carried out
within the corporation with the participation of all
employees is to increase the motivation and loyalty
of the employees.
Employees are notified about the working conditions
and all changes that will influence their daily work
life via promptly made announcements.
Equal Opportunity and Equal Treatment:
Discrimination based on gender is absolutely
unacceptable at any stage of recruitment and within
the scope of professional relations in our Company.
Equal Opportunity and Equal Treatment is reflected
on our ethic codes and human resources policies
and practices.
51.3% of our employees, 23.7%* of our managers
and 42% of our staff members who got promoted in
2013 (except transfers) are women.
In 2013, we focused on the rights of disabled
individuals within the scope of our efforts for equal
opportunity. Our aim was;
• to make needs analysis in the retail sector for the
access rights of disabled citizens,
• to detect and analyze the level of disabled
employees benefiting from our equal opportunity
practices at work,
• to analyze their special needs,
• and subsequently to turn all these analyses into
practice.
We completed the access feasibility studies on
our headquarters and stores in accordance with
the various disabilities. We trained Boyner stores
employees in displaying the right attitude towards
disabled clients and fostered internal training staff
who would give lectures on this issue within our
Company.
The process of Recruitment, Career Planning and
Promotion:
We do not make any discrimination based on
gender in our recruitment process including our
job postings. Gender is not a parameter at our
job postings and definitions. In 2013, 51% of the
employees recruited in Boyner Büyük Mağazacılık
A.Ş. were women while 49% were men. (These
figures include the employees in the disabled
category as 13 disabled women employees were
recruited.)
Our professional staff goes through performance
evaluation process independent of gender.
Within the framework of Equality principle “Career
Management System” is implemented. Successful
staff members as a result of the career tests and
career consulting interviews get promotion.
Equal Wage:
In our Companies “HAY Job matching methodology”
is utilized. Within this system gender in not included
in the criteria.
At our stores sales consultants/sales consulting
specialists’ salaries are determined on the basis of
job position. The waging system specifies the same
salaries when employees are recruited for these
positions without making any discrimination against
men and women. Individual differences deserve
bonuses in line with the sales performances.
Our Company’s reimbursement policy for the
employees, created in accordance with the Labor
Law Act n.4857, is given on our website.
Sexual Harassment and Mobbing:
In our Company, Human Resources Departments
are responsible; to take measures and precautions
against the issues like gender inequality, mobbing
and sexual harassment at work, and to start
the necessary process against the persons who
show these behaviors. Moreover, our employees
can directly contact with our store managers,
department managers and assistant general
managers and general manager on these issues.
Our Responsibility for the Environment:
According to our Company, Corporate Responsibility
is considered as a management policy covering all
our internal and external stakeholders, in the process
of structuring our business strategies.
*Department Manager and above positions.
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CORPORATE
Sustainability arising from our economic,
environmental and social performances is our
priority. Work health and safety, occupational
training and development of our employees, equal
opportunity and diversity in our employment
policies, freedom of association, product
responsibility, customer health and safety, legal
compliance and our social investment programs
exist under our social performances that are
considered together with our economic and
environmental performances.
Our Company is sensitive for the social projects
that are supported and pioneered for the benefit of
public, environment, and locality.
We pay attention to financing projects that comply
with the relevant regulations on environment and
public health.
Until today, neither any accusations/sanctions nor
any cases have been filed against our Company on
the issue of environment protection.
Our Company has implemented recycling projects
for the paper used. Our plastic bags have been
re-designed in recyclable material. At the end of
June 2009, our plastic bags were converted to
biodegradable bags to enable faster recycling
in nature. Until today, neither any accusations/
sanctions nor any cases have been filed against our
Company on the issue of environment protection.
In 2012, we launched our Green Office Project in
collaboration with WWF in order to of show our
environmental performance, to utilize environmental
practices, to fight against climate change. Within
this scope, modified and rearranged our new
building in line with the “green purchasing”
regulations. Our aim is; to minimize the negative
impacts of our operations on the environment, to
carry out necessary projects in order to become
a green office within this scope and to increase
our employees’ awareness for the success of our
practices and to cause a shift in consumption
behavior. We will make enhancements at out
headquarters on the following issues:
• Paper Consumption
• Energy Consumption
• Water Consumption
• Solid Waste Consumption
In addition, Boyner Büyük Mağazacılık A.Ş.
participated in the survey carried out by Carbon
Disclosure Project in 2013.
14. Code of Ethics and Social Responsibility
Code of Ethics
Boyner Holding’s code of ethics are practices that
have become traditional being implemented in daily
life for long years besides being been adopted by
our Company.
Social Responsibility
Our attitude towards social responsibility projects
includes providing financial support for the solution
of the social problem, and playing an active role as
a part change and transformation in the solution
process. We give importance to the management
and implementation of the social responsibility
projects. Actualization of the Boyner corporate
volunteering program is defined as a component
of responsible citizenship approach. The program
aims to improve the employees’ awareness of being
a responsible citizen and to strengthen and expand
the efforts made for the benefit of the public.
“Our Pomegranate Arils”: Powerful young women
happy tomorrow” Project actualized in collaboration
with our Group Companies for the period between
2009-2015, will be carried out in the children’s
homes of the General Directorate of Children
Services (ÇHGM) in the pilot cities and between
2013-2015.
Our aim is to give support to the children fostered in
the children’s homes of ÇHGM on these issues;
• Self-awareness,
• Individual and psychological development,
• Socializing and being accepted into society,
• Developing values
• Continuing education and achieving academic
success,
• Capability of taking responsibility and process of
being an individual,
• Choice of higher education in line with their skills
and interests,
• Preparation for the professional life via internship
opportunities,
• Getting consulting for choice of occupation,
• Accessing correct information, resources and role
models.
Our activities within this scope;
Support given to the staff members of the Children’s
Institution
-Caretakers
-Professionals
- Group and Home Supervisors
-Directors
In 2013; need analysis study was made in 7
provinces (Bursa, Samsun, Sivas, Ankara, İzmir,
Diyarbakır, Konya) determined by the General
Directorate of Children Services with the aim of
conveying the experience amassed in 4 years
into corporate culture and on-the-job training
programs, trainings structured within the framework
of the needs found out in this study were carried
out in 4 cities (Sivas, Bursa, Diyarbakır, Samsun)
for Caretakers, Professionals, Group and Home
Supervisors and Directors.
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Training Topics:
Training Topics for Directors
Leadership Skills
The Importance of the Leader within the Institution
Leadership Styles and New Leadership Approach
Awareness of Diversities
Problem Solving/Goal Setting
Mentorship as a Learning Model
Mentorship Program Trainings for Caretakers and
Professionals
Mentorship Skills
Coaching Problem Solving Model
Our Diversities (Learning Styles/Behaviors /Values)
Individual Development; Perception, Belief,
Restrictive Beliefs
Trainings for Caretakers and Professionals given
by Family Planning Association of Turkey
Adolescence Problems
Self-Care
Child Development and Child Psychology
Adult – Adult Communication and Anger
Management
Eating Habits
Social Gender
Employees’ Volunteering:
In 2013, as Boyner Group Volunteers (BGG), 348
employees created public benefit working in
voluntary projects for 1.386,5 hours regarding
the education and socio-cultural development of
children and youngsters, employment of young
people and women, social issues of disadvantaged
groups.
Our Projects for 2013:
“Different Colors Different Projects”
Through our project we carried out in collaboration
with the “Association of Solidarity with Refugees
and Immigrants” and “Yeldeğirmeni Youth Center”,
we give social inclusion support for children under
18 coming from different countries – via legal or
illegal ways – to Turkey due to poverty, war, human
rights violations. In 2013, six of employees worked
voluntarily for 32 hours and supported the group in
the project.
April 23rd Activities
On the week of April 23rd, 98 of our employees
worked voluntarily within 5 activities for 240 hours
for disadvantaged children.
Pomegranate Arils
In 2009, one of our volunteers mentored for 78
hours in the process of preparing young women for
life and employment in the social inclusion project
we developed within the scope of the corporate
social responsibility project of our group.
Blood Donation Campaign-Bursa
20 of our employees participated in the Blood
Donation Campaign within the scope of volunteering
for 43 hours at our Korupark Store.
Mother’s Day Activities
In the Mother’s Day 21 staff members of our Trabzon
Store visited nursing homes for 73 hours while 15
staff members of our Korupark Store designed
aprons for mothers working voluntarily for 46 hours.
Youth Party with Youngsters with Hearing
Impairment
11 volunteers from our Trabzon Forum Store formed
a band gave a concert using sign language meeting
with youngsters with hearing impairment within the
scope of volunteering for 55 hours.
Visit to Children with Leukemia
19 volunteers from our Marmara Park Store paid
visited Cerrahpaşa Clinic for Children with leukemia
within the scope of volunteering for 66 hours.
On the morning of Bairam, children with leukemia
were visited by 17 volunteers from our Kayseri Store
within the scope of volunteering for 51 hours and
7 volunteers from our YKM Erasta Store within the
scope of volunteering for 11 hours.
Visits to Children’s Homes
Children’s homes were visited and parties were
made by 4 volunteers from our Trabzon Forum
Store within the scope of volunteering for 24 hours,
41 volunteers from our Marmara Park Store within
the scope of volunteering for 75 hours, 5 volunteers
from our Çiğli Store within the scope of volunteering
for 10 hours.
Visits to Nursing Homes
20 volunteers from our Marmara Park Store visited
Nursing Homes within the scope of volunteering for
69 hours.
Father’s Day Activities
On the father’s day 5 volunteers from our Isparta
Store 5 visited fathers of our martyrs within
the scope of volunteering for 30 hours while 12
volunteers from our Trabzon Stores visited Nursing
Homes within the scope of volunteering for 39 hours
and celebrated the Father’s Day.
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Charity Campaigns
Charity was made to
• Toprakdere Primary School by 12 volunteers
from our Malatya Park Store within the scope of
volunteering for 48 hours to,
• Havza Primary School by 50 volunteers from our
Brandium Store within the scope of “Kardeş Okul
project volunteering for 158 hours,
• City of Van by 9 volunteers from our Korupark
Store within the scope of volunteering for 148
hours.
Book Donation Campaign
51 volunteering staff members both in our Stores
and in the Headquarters donated books and wrote
letters in order to give support to the campaign
within the scope of volunteering for 69 hours.
Visits to Shelters
Volunteers from the Headquarters and Stores
participated in the visits made to Shelters within the
scope of volunteering for 7,5 hours.
Blue Cap Campaign
Within the scope of the blue cap collecting project
“No stopping keep going” carried out with Sardunya
Catering Company we provided 7 families with
wheelchairs while volunteers from our Erzurum
Store delivered the wheelchairs within the scope of
volunteering for 14 hours.
SECTION IV – BOARD OF DIRECTORS
15. Structure and Composition of the Board of
Directors
Our Board of Directors is entirely composed of nonexecutive members.
Different persons assume the duties of Chairman of
the Board of Directors and The General Manager.
Members of the Board of Directors, including the
independent members, are elected among the
persons who do have the qualifications stipulated in
the legislation.
Company affairs are represented and conducted by
the Board of Directors – composed of 6 members, 2
of which will be independent – that will be elected
by the Shareholders’ General Assembly to hold the
office for minimum one maximum three years.
As per the legislation; the members of the Board of
Directors are elected for minimum one maximum
three years. The Board Member whose term of
position is completed can be reelected. The General
Assembly, if deemed necessary, can always change
the Members of the Board of Directors.
On the 11th of March 2013, the Board of Directors
of our Company decided to submit Mr. Fethi Pekin
and Mr. Vittorio Radice as independent member
candidates for the Board of Directors to the
Ordinary General Assembly.
The Board of Directors convenes whenever the
Company affairs and transactions require.
The company is managed and represented by the
Board of Directors. All documents signed by the
Company and all agreements made by the Company
will be valid on condition that they are signed by
the persons authorized to represent and bind the
company and that the signatures are written under
the Company stamp or print.
The Board of Directors is authorized to take
decisions only on all issues outside the authority
of the General Assembly and to implement these
decisions Turkish Code of Commerce and Capital
Market Law and the provisions of the relevant
legislation.
As per the Article n.319 of the Turkish Code
of Commerce, the Board of Directors’ tasks of
conducting and representing are either distributed
among its members, or handed over to an executive
committee that will be established among its
members, or to the executive member or members,
or to the manager or managers who are or are not
holders of share.
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Information about our members of the Board of Directors and our General Manager is given below.
Name Surname
Title
Executive/Independent
Corporation
H. Cem Boyner
Chairman
Non-executive
Boyner Holding A.Ş.
Nazlı Ümit Boyner
Member
Non-executive
Serdar Sunay
Member
Non-executive
N. Mehmet İnal
Member
Non-executive
Vittorio Radice
Member
Non-executive/Independent
La Rinascente Srl.
Fethi Pekin
Member
Non-executive/Independent
Pekin & Pekin Avukatlık Bürosu
The members of the Board of Directors were elected for three years upon the decision taken in the General
Assembly Meeting made on the 28th of 2103.
Name Surname
R. Aslı Karadeniz *
Title
General Manager
*According to the announcement made on the 3rd of October 2013 by our Company in the Public Disclosure
Platform (KAP); it was decided;
• to appoint Ms. Deran Taşkıran as our Company’s new General Manager as of the 1st of May 2013,
• and to submit the issue of appointing Ms. Remziye Aslı Karadeniz – who left her position – as a member of the
Board of Directors of our Company, for the approval of the General Assembly in the first meeting to be held
• and to appoint Ms. Remziye Aslı Karadeniz as a Board member upon the date of approval of the General
Assembly.
Qualifications of the members of the Board of
Directors
Qualifications stipulated in the relevant legislation and
in the Corporate Governance Principles are taken into
consideration in Board of Directors member elections.
The Board of Directors is established with persons
possessing these qualifications in order to provide the
highest level of authority and effectiveness.
Specific attention is paid that the persons to be
appointed as the members of the Board of Directors
have, in addition to these qualifications, basic
knowledge about the transactions & procedures
involved in the company’s field of activity and about
the related legal regulations.
Highly competent and effective persons who will
provide the shareholders and stakeholders of the
Company with utmost contentment through the
activities of the company are elected among the
shareholders and stakeholders for the Board of
Directors.
Transactions with the Company and Prohibition of
Competition
Prohibition of competition and transactions – that
may result in conflict of interest with the Company –
for the shareholders who control the management,
the members of the Board of Directors, the executive
managers and their spouses and first and second
degree relatives by blood or by marriage, is evaluated
within the framework of the Articles n. 395 and n.396
of the Turkish Code of Commerce by our General
Assembly in the Ordinary General Assembly meetings
held every year, and thus necessary permissions are
granted.
16. Principles for the Activities of the Board of
Directors
The draft Agenda for the Board of Directors
meetings is prepared by the General Manager, and
is given the last form in the light of the suggestions
of the Chairman and members of the Board of
Directors.
Except unpredicted situations, Board of Directors
meetings are held with the participation of all
members. Board of Directors meeting quorum is
constituted with at least 5 (five) members of the
Board of Directors.
Our Board of Directors convenes within the
framework of Turkish Code of Commerce and the
principles specified in the Articles of Association
of the Company and takes decisions with the
affirmative votes of at least 5 (five) members of the
Board of Directors.
Meeting calls are made via phone and e-mail.
Our Board of Directors took 47 decisions in 2013. All
decisions were taken with the participation of the
majority of the members.
The members of the Board of Directors do not have
any privileged right to vote and/or to veto.
In 2013, there were no members of the Board of
Directors voting against the Board of Directors
decisions.
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The secretarial office established under the Board of Directors, informs the members of the Board of Directors
about the Company’s internal services and enables communications.
17. The Number, Structure, and Independency of the Committees established in the Board of Directors
The committees within our Company are: the Audit Committee, the Corporate Governance Committee and
the Early Risk Detection Committee. The Corporate Governance Committee also carries out the tasks of the
Nomination and the Remuneration Committees.
Working Principles of the Committees were approved by the Board of Directors and published on our website.
Committee chairmen are non-executive members of the Board of Directors.
Information about the members of the Audit Committee is given below.
Name Surname
Title in the Committee
Education
Title in the
Board of Directors
Chairman
Law
Independent Member
Member
Business Administration
Independent Member
Fethi Pekin
Vittorio Radice
Information about the members of the Corporate Governance Committee is given below.
Name Surname
Education
Title in the
Board of Directors
Chairman
Law
Independent Member
Member
Member
Fethi Pekin
N. Mehmet İnal
Information about the members of the Early Risk Detection Committee is given below.
Name Surname
Education
Title in the
Board of Directors
Chairman
Law
Independent Member
Member
Member
Fethi Pekin
Serdar Sunay
Early Risk Detection Committee, composed of two
members, was established on the 26th of June 2013.
Between its date of establishment and the date of
the Report, the Committee convened four times –
and submitted the reports it prepared to the Board
of Directors – in order to early diagnose the reasons
that endanger the existence and progress of the
Company, and to take necessary measures and
implement necessary solutions.
18. Risk Management and Internal Control
Mechanism
Internal Control Mechanism in the Boyner Büyük
Mağazacılık A.Ş., is designed as a consulting service,
to add value to the activities of the organization and
to provide an independent and objective assurance
for improving these activities. With a proactive
inspection approach, the aim is to contribute to
the achieving corporate and economic targets of
Company by enabling risk management, control
system, corporate governance and providing
necessary expertise to develop and sustain
compliance practices within the Company.
In Boyner Büyük Mağazacılık A.Ş. risk is perceived as
a concept involving opportunities as well as threats
and thus risk management and internal control
activities are implemented as a continuous and
systematic process in order to manage risks in the
most effective manner.
At our organization, within the framework of
restructuring process, a corporate risk inventory has
been created by the Internal Audit Department while
risks detected in the process based auditing are
matched with conclusions. Financial, operational and
Information Technology risks are monitored both at
the Headquarters and in the process at our stores.
Information Technology controls and IT safety
are actualized within the framework of ISO 27001
(International Information Safety Management
Systems).
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All financial risks especially liquidity, loans, FX and
stock management are regularly monitored and
the Board of Directors is informed on the relevant
results.
Internal controls are assessed in the processes
included within the scope of audit regarding the
establishment of an effective internal controls
environment; the Company management is
regularly informed about the remaining risks while
ameliorating and preventive action plans are made
regarding these risks.
Moreover, within the scope of the compliance
management, risks regarding the possible loss of
reputation and legal and financial losses of the
company, – that might occur in case of conducting
activities that do not comply with the laws and
regulations in force besides the code of ethics and
internal policies and guidelines – are monitored and
regularly reported to the Company management.
19. Strategic Targets of the Company
Our Company’s strategic targets are determined by
our company management by taking the economic
parameters and competition and market conditions,
our company’s short/long term targets into
consideration and then submitted to the Board of
Directors of the Company.
20. Financial Rights of the Board of Directors
The members of the Board of Directors can receive
an allowance, monthly, annually or for each meeting
on condition that a decision is taken by the General
Assembly. The amount of the allowance is resolved
in the General Assembly.
The members of the Board of Directors of the
Company do not have any relations of debt or credit
with the Company.
The total amount of the salaries and benefits of
the top management staff members;
As of the 31st of December 2013, the amount
salaries and bonuses paid to the top management
staff members such as the general manager and
the assistant general managers is TL 6.642.905
(December 31, 2012: TL 4.595.194), premiums paid to
the Social Security Institution: TL 131.165 (December
31, 2012: TL 9.494)’dir. Severance payment was not
made to the top management staff as of the 31st of
December 2013 and the 31st of December 2012.
These strategies and targets are reviewed and
evaluated by our Board of Directors.
Actualization of the target and strategies after being
approved by the Board of Directors, is discussed in
the Board of Directors meetings, held regularly at
intervals in line with the legislation.
The annual budget approved in the Board of
Directors meetings and the level of actualization are
evaluated by taking the company’s sector, position
in the sector, performance within the period,
financial situation, and performance in previous
periods into consideration.
Our Company’s mission and vision, strategies of
growth and expansion are revised every year during
the budget meetings.
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Independent Candidates and Their Independence Statements
• Fethi Pekin
After completing his higher education at the Boston University (USA), Department of Political Science and at
the University of Buckingham, Law School (England), Fethi Pekin, began his professional career in Pekin&Pekin
Law Firm as a Managing Partner. Since 2008, he is also an independent member of the Board of Directors of
Altınyıldız Mensucat ve Konfeksiyon Fabrikaları A.Ş..
INDEPENDENCE STATEMENT
I do declare that;
• I have not been a member of the Board of Directors for more than 6 years in total within the last decade,
• within the last five years, no employment, capital or important commercial relations have been established
directly or indirectly between myself, my spouse, my third degree relatives by blood or by marriage and the
Company, related parties of the Company, juridical persons who have relations in terms of management and
capital with shareholders who directly or indirectly have more than 5% in the Company capital,
• within the last five years, I have not worked or been a member of the Board of Directors particularly in the
companies that provide audit, rating and consulting services for the Company, and in the companies that carry
out partially or completely the company’s activities and organization within the framework of the agreements
signed,
• within the last five years, I have not been an employee, a partner or a member of the Board of Directors in any
of the companies that provide a significant amount of products and services for the Company,
• due to the fact that I am an independent member of the Board of Directors my shares are less than 1% and are
not privileged if I am a shareholder
• I do have the professional training, knowledge, and experience that will help me properly carry out the tasks
and duties I will assume as a result of my independent membership in the Board of Directors,
• I am not working fulltime in public institutions and organizations as of the date of nomination and throughout
the term of position in case I am elected,
• I am considered a resident in Turkey according to Income Tax Law,
• I do have the strong ethic standards, professional standing and experience that will help me positively
contribute to the activities of the Company, remain neutral in conflicts of interests between the company’s
shareholders, and that will help me make a decision taking the rights of the stakeholders into consideration;
in Boyner Büyük Mağazacılık A.Ş. and thus I will perform my membership in the Board of Directors of the
Company as an independent member.
Fethi Pekin
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• Vittorio Radice
Beginning his professional career in 1980 as a store manager in Italy, Vittorio Radice restored the Habitat UK
Company between 1990- 1996 and sold it IKEA, then between 1996- 2003 he converted Selfgridges Store into
an innovative department store sold it to Weston Family. In 2003, he started working for Mark and Spencer. He
created the concept of Home Decoration. Since 2005, having worked in senior executive positions on brand
positioning for La Rinascente Department Store in Italy Vittorio Radice assumes various duties also in the Board
of Directors of the companies; Arthur Glen Designer Outlets, Boyner Büyük Mağazacılık A.Ş., Beymen Mağazacılık
A.Ş., TSUM Moscow, Ishaan Indian Real Estate Fund.
INDEPENDENCE STATEMENT
I do declare that;
• I have not been a member of the Board of Directors for more than 6 years in total within the last decade,
• within the last five years, no employment, capital or important commercial relations have been established
directly or indirectly between myself, my spouse, my third degree relatives by blood or by marriage and the
Company, related parties of the Company, juridical persons who have relations in terms of management and
capital with shareholders who directly or indirectly have more than 5% in the Company capital,
• within the last five years, I have not worked or been a member of the Board of Directors particularly in the
companies that provide audit, rating and consulting services for the Company, and in the companies that carry
out partially or completely the company’s activities and organization within the framework of the agreements
signed,
• within the last five years, I have not been an employee, a partner or a member of the Board of Directors in any
of the companies that provide a significant amount of products and services for the Company,
• due to the fact that I am an independent member of the Board of Directors my shares are less than 1% and are
not privileged if I am a shareholder
• I do have the professional training, knowledge, and experience that will help me properly carry out the tasks
and duties I will assume as a result of my independent membership in the Board of Directors,
• I am not working fulltime in public institutions and organizations as of the date of nomination and throughout
the term of position in case I am elected,
• I do have the strong ethic standards, professional standing and experience that will help me positively
contribute to the activities of the Company, remain neutral in conflicts of interests between the company’s
shareholders, and that will help me make a decision taking the rights of the stakeholders into consideration;
in Boyner Büyük Mağazacılık A.Ş. and thus I will perform my membership in the Board of Directors of the
Company as an independent member.
Vittorio Radice
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Independent Candidates and Their Independence Statements
2013 Independent Candidate to be submitted for approval of the General Assembly
Tayfun BAYAZIT
After having B.Sc. degree in Mechanical Engineering, Bayazıt got a master’s degree at Columbia University,
Finance and International Relations Department and began his banking career at Citibank. Afterwards, he worked
in senior executive positions; as the Chief Assistant General Manager and a member of the Executive Board
for 13 years at Yapı Kredi Bank within the Çukurova Group, and as the General Manager at Interbank and as the
President & CEO of Banque de Commerce et de Placements SA Switzerland. In 1999, Bayazıt was appointed
as the Deputy Chairman of the Board of Directors of Doğan Holding and as an Executive member in Dışbank.
In 2001, he became the CEO of Dışbank. In 2005, after Fortis buying Dışbank’s majority shares, Bayazıt was
appointed as the CEO of Fortis Türkiye and Global Management Committee. After the 2006 General Assembly,
Bayazıt was appointed as the Chairman of the Board of Directors of Fortis Türkiye. In April 2007 he returned
to Yapı Kredi Bank as an Executive Member and General Manager and subsequently at the beginning of 2009
he was appointed as the Chairman of the Board of Directors of Koç Holding Banking and Insurance Group and
of Yapı Kredi. In August 2011, Bayazıt quit his job at Yapı Kredi to establish “Bayazıt Consulting Services”. In
September 2012, he was appointed as the Chairman of the Board of Directors of Marsh&McLennan Group Turkey
and in October 2013 he was appointed as the Chairman of the Board of Directors of MB Advisory, subsidiary firm
of Mediobanca SpA. Bayazıt is currently Vice Chairman of the Board of Directors of Turkish Industrialists’ and
Businessmen’s Association (TÜSİAD) and an active member in various non-governmental organizations.
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CORPORATE
Statement of Responsibility for the Annual Activity Report
BOARD OF DIRECTORS’ STATEMENT OF RESPONSIBILITY;
PURSUANT TO THE BOARD OF DIRECTORS’ DECISION REGARDING THE ACCEPTANCE OF THE ANNUAL
ACTIVITY REPORTS, with
DATE OF DECISION: 05/03/2014
DECISION NO: 13
THE CAPITAL MARKETS BOARD
As per the 9th article of the second section of the communiqué serial: ii, no: 14.1
a) The activity report regarding our Company’s accounting period ending at the date of 12/31/2013 of this was
reviewed by our Committee,
b) Within the framework of the information we obtained in the scope of our tasks and responsibilities at the
Company, the annual activity report does not include any misleading announcements on important issues or
deficiencies that may cause misconception on the announcements as of the date they were made,
c) Within the framework of the information we obtained in the scope of our tasks and responsibilities at the
Company, we do declare that the annual activity report honestly reflects the progress and the performance of
the business, the financial situation of the Company together with the important risks and uncertainties.
Kindly submitted for your information.
03 .05.2014
S.Arzu Sönmez
Assistant General Manager
R. Aslı Karadeniz
General Manager
Fethi Pekin
Board of Directors Member
58
Audit Company
In the Ordinary General Assembly meeting held on the 28th March of 2013, the assignment of Başaran Nas
Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A. Ş. (a member firm of PricewaterhouseCoopers’)
dating from 2013 as an external auditor of our Company was accepted.
Contact Information
Süleyman Seba Cad. BJK Plaza N0:48 B Blok Kat:9, Akaretler-Beşiktaş, 34357 Istanbul
Financial Statements and Audit Report for 2013
Our Company’s consolidated financial statements and footnotes prepared and issued as per the “Communiqué II14.1., for the period that ended on the 31st of December 2013 and the Independent Audit review on this repot were
published on the BİST (İstanbul Stock Exchange) Public Disclosure Platform (KAP) on the 28th of February 2014.
It is possible to reach these reports via our corporate website (corporate.boyner.com.tr)
Consolidated financial reports dated December 31, 2103 and the independent audit report are submitted below
for your information.
BOYNER BÜYÜK MAĞAZACILIK
ANONİM ŞİRKETİ
CONVENIENCE TRANSLATION INTO ENGLISH OF
CONSOLIDATED FINANCIAL STATEMENTSFOR THE
YEAR ENDED AT 31 DECEMBER 2013TOGETHER WITH
INDEPENDENTAUDITOR’S REPORT
(ORIGINALLY ISSUED IN TURKISH)
CONVENIENCE TRANSLATION INTO ENGLISH OF
INDEPENDENT AUDITOR’S REPORT
ORIGINALLY ISSUED IN TURKISH
To the Board of Directors of Boyner Büyük Mağazacılık Anonim Şirketi
1. We have audited the accompanying consolidated balance sheet of Boyner Büyük Mağazacılık Anonim Şirketi (“Boyner”) and its Subsidiaries
(collectively referred to as the ‘’Group’’) as at
31 December 2013 and the related consolidated statement of profit or loss and 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 explanatory
notes.
Management's responsibility for the financial statements
2. The Group’s management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with
the Turkish Accounting Standards published by the Public Oversight Accounting and Auditing Standards Authority (“POA”) and for such internal
controls as management determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to error and/or fraud.
Independent auditor’s responsibility
3. Our responsibility is to express an opinion on these financial statements based on our audit. Our audit was conducted in accordance with
standards on auditing issued by the Capital Markets Board of Turkey. Those standards require that ethical requirements are complied with and
that the audit is planned and performed to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on our professional judgment, including the assessment of the risks of material misstatement of the financial statements,
whether due to error and/or fraud. In making those risk assessments; the Company’s internal control system is taken into consideration. Our
purpose, however, is not to express an opinion on the effectiveness of internal control system, but to design procedures that are appropriate for
the circumstances in order to identify the relation between the financial statements prepared by the Company and its internal control system.
An audit includes also evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the
Company’s management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained during our audit is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
4. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Boyner and
its Subsidiaries as at 31 December 2013 and their financial performance and cash flows for the year then ended in accordance with the Turkish
Accounting Standards (Note 2).
Reports on independent auditor’s responsibilities arising from other regulatory requirements
5. In accordance with Article 402 of the Turkish Commercial Code (“TCC”); the Board of Directors submitted to us the necessary explanations
and provided the required documents within the context of audit, additionally, no significant matter has come to our attention that causes us to
believe that the Group’s bookkeeping activities for the year ended at 31 December 2013 is not in compliance with the code and provisions of the
Company’s articles of association in relation to financial reporting.
6. Pursuant to Article 378 of Turkish Commercial Code no. 6102, Board of Directors of publicly traded companies are required to form an expert
committee, and to run and to develop the necessary system for the purposes of: early identification of causes that jeopardize the existence,
development and continuity of the company; applying the necessary measures and remedies in this regard; and, managing the related risks.
According to subparagraph 4, Article 398 of the 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 the 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 evaluating 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 so no separate
report has been drawn up relating to it. On the other hand, the Group formed the mentioned committee on 26 June 2013 and it is comprised of
two members. The committee has met four times since its formation to the reporting date for the purposes of early identification of risks that
jeopardize the existence of Boyner and its development, applying the necessary measures and remedies in this regard, and managing the risks,
and has submitted the relevant reports to the Board of Directors.
Other Matter
7. The consolidated financial statements of the Group for the year ended 31 December 2012 were audited by another audit firm who expressed
a qualified opinion in its report dated 5 March 2013. The basis of the qualified opinion was due to the fact that the purchase price of the Group
regarding the business combination and the fair values that were the basis for the goodwill calculation could be changed and the impact of this
change on the impairment of inventories at 31 December 2012 was uncertain.
Başaran Nas Bağımsız Denetim ve
Serbest Muhasebeci Mali Müşavirlik A.Ş.
a member of
PricewaterhouseCoopers
Gökhan Yüksel, SMMM
Partner
İstanbul, 28 February 2014
61
CONVENIENCE TRANSLATION INTO ENGLISH OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH
BOYNER BÜYÜK MAĞAZACILIK ANONİM ŞİRKETİ
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
CONTENTSIndex
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
62-63
CONSOLIDATED STATEMENT OF INCOME AND STATEMENT OF COMPREHENSIVE INCOME
64-65
CONSOLIDATED STATEMENT OF CHANGE IN EQUITY
66
CONSOLIDATED STATEMENT OF CASH FLOWS
67
68-121
1.
ORGANIZATION AND NATURE OF OPERATIONS OF THE GROUP
68-69
2.
BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS
69-88
3.
BUSINESS COMBINATIONS
89-90
4.
INTEREST IN OTHER ENTITIES
90
5.
SEGMENT REPORTING
90
6.
CASH AND CASH EQUIVALENTS
91
7.
FINANCIAL ASSETS
91
8.
FINANCIAL LIABILITIES
92-93
9.
OTHER FINANCIAL LIABILITIES
94
10.
TRADE RECEIVABLES AND PAYABLES
94-95
11.
OTHER RECEIVABLES AND PAYABLES
95
12.
DERIVATIVE INSTRUMENTS
95
13.INVENTORIES
96
14.
PREPAID EXPENSES AND DEFERRED REVENUE
96-97
15.
CONSTRUCTION CONTRACTS
97
16.
INVESTMENTS ACCOUNTED FOR EQUITY METHOD
97
17.
INVESTMENT PROPERTIES
97
18.
PROPERTY, PLANT AND EQUIPMENT
97-98
19.
INTANGIBLE ASSETS
99
20.
GOODWILL
99
21.
GOVERNMENT GRANTS
100
22.
PROVISIONS, CONTINGENT ASSETS AND LIABILITIES
100-101
23. COMMITMENTS
101
24.
EMPLOYEE BENEFITS
102-103
25.
IMPAIRMENT OF ASSETS
103
26.
OTHER ASSETS AND LIABILITIES
104
27. EQUITY
104-106
28.
REVENUE AND COST OF SALES
106
29.
GENERAL ADMINISTRATIVE AND MARKETING EXPENSES
106-107
30.
OPERATING EXPENSES BY NATURE
107
31.
OTHER OPERATING INCOME/(EXPENSES)
107-108
32.
INCOME AND EXPENSE FROM INVESTING ACTIVITIES
108
33.
FINANCIAL INCOME AND EXPENSES
108
34.
ASSET OR LIABILITY HELD FOR SALE AND DISCONTINUED OPERATIONS
109
35.
INCOME TAX ASSETS AND LIABILITIES
109-111
36.
EARNINGS PER SHARE
111
37.
RELATED PARTY DISCLOSURES
112-114
38.
NATURE AND LEVEL OF RISK ARISING FROM FINANCIAL INSTRUMENTS
114-120
39.
FINANCIAL INSTRUMENTS ( FAIR VALUE AND HEDGE ACCOUNTING DISCLOSURES)
121
40.
EVENTS AFTER THE REPORTING PERIOD
121
41.
OTHER ISSUES THAT SIGNIFICANTLY AFFECT THE FINANCIAL STATEMENTS OROTHER ISSUES REQUIRED FOR THE BETTER UNDERSTANDING OF FINANCIAL STATEMENTS
121
62
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
FOR THE YEARS ENDED AT 31 DECEMBER 2013 AND 2012
(Amounts expressed in Turkish Lira (“TRY”) unless otherwise indicated.)
31 December 2013
Restated
note 2.1
31 December2012
690.370.913
504.961.776
213.093.722
141.044.983
18.171.908
71.166.831
10, 37
6.155.149
4.092.541
10
12.016.759
67.074.290
11
50.295.259
5.234.567
11, 37
49.855.322
-
11
439.937
5.234.567
Inventories
13
362.464.429
259.371.487
Prepaid expenses
14
7.173.822
11.823.855
Other current assets
26
39.171.773
16.320.053
382.567.647
356.238.342
11
26.371.681
567.185
11, 37
25.263.158
-
11
1.108.523
567.185
18
126.506.931
124.060.960
222.189.791
225.614.381
20
106.041.968
106.041.968
- Other intangible assets
19
116.147.823
119.572.413
Deferred income tax assets
35
7.147.344
5.631.359
Prepaid expenses
14
351.900
364.457
1.072.938.560
861.200.118
ASSETS
Notes
Current Assets
Cash and cash equivalents
6
Trade receivables
- Trade receivables from related parties
- Trade receivables from third parties
Other receivables
- Other receivables from related parties
- Other receivables from third parties
Non-current Assets
Other receivables
- Other receivables from related parties
- Other receivables from third parties
Property, plant and equipment
Intangible assets
- Goodwill
TOTAL ASSETS
The accompanying notes form an integral part of these consolidated financial statements.
63
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
LIABILITIES
31 December 2013
Restated note 2.1
31 December 2012
660.575.362
515.074.925
3.412.269
96.645.079
502.518.785
40.174.568
462.344.217
9.444.068
19.885.180
19.885.180
18.434.439
3.027.894
3.664.925
1.370.563
2.294.362
3.542.723
30.099.310
42.457.545
405.572.225
20.206.185
385.366.040
8.730.786
3.916
3.916
17.068.849
1.894.112
5.580.203
3.911.524
1.668.679
3.667.979
354.225.320
216.867.623
267.177.156
60.018.270
60.018.270
5.845.788
5.845.788
21.184.106
-
190.347.027
4.878.799
4.878.799
21.231.291
410.506
58.137.878
129.257.570
27
27
92.070.000
227.203
92.070.000
227.203
27
27
(3.918.162)
232.884
(1.642.251)
232.884
3
(56.878.535)
15.522.311
10.882.177
7.945.219
7.577.092
-
22.847.423
1.072.938.560
861.200.118
Notes
Current Liabilities
Short term financial liabilities
Current portion of long term financial liabilities
Trade payables
- Trade payables to related parties
- Trade payables to third parties
Payables related to employee benefits
Other payables
- Other payables to related parties
- Other payables to third parties
Deferred revenue
Current income tax liabilities
Short term provisions
- Provisions for employee benefits
- Other short term provisions
Other short term liabilities
8
8
37
10
24
11, 37
11
14
35
24
22
26
Non-current Liabilities
Long term financial liabilities
Other payables
Long term provisions
Deferred income tax liabilities
Deferred revenue
8
11,37
11
24
35
14
EQUITY
Shareholders’ Equity
Paid-in share capital
Share premium
Other comprehensive income/expense not to be
reclassified to profit or loss
- Actuarial losses
Restricted reserves
Impact of business combinations of entities under
common control
Retained earnings
Net profit for the year
Non-controlling interests
TOTAL LIABILITIES AND EQUITY
64
CONSOLIDATED STATEMENTS OF INCOME
Revenue
Cost of sales (-)
Notes
31 December
2013
Restated note 2.1
31 December 2012
5, 28
5, 28
1.415.659.238
(875.544.179)
935.090.980
(586.313.636)
540.115.059
348.777.344
(83.203.981)
(415.047.965)
52.908.674
(44.786.655)
(58.803.460)
(260.863.430)
48.394.497
(40.060.468)
49.985.132
37.444.483
653.125
(1.782.229)
(2.208.034)
48.856.028
35.236.449
2.775.668
(39.236.965)
129.023
(21.524.532)
12.394.731
13.840.940
(10.183.428)
994.192
(6.115.187)
(103.286)
3.205.495
7.622.467
(7.676.682)
10.882.177
45.375
7.577.092
0,00118
-
0,00082
-
Gross profit from trading activities
General administrative expenses (-)
Marketing expenses (-)
Other operating income
Other operating expense (-)
29
29
31
31
Operating profit
Income from investing activities
Expense from investing activities (-)
32
32
Operating profit before financial income and expense
Financial income
Financial expenses (-)
33
33
Profit from continuing operations before tax
Tax income/expense from
continued operations
- Taxes on income
- Deferred tax income/(loss)
35
35
Profit for the year
Attributable to:
Non-controlling interest
Equity holders of the parent
Earnings per share
Earnings per shares from continued operations
Earnings per shares from discontinued operations
36
65
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED 31 DECEMBER 2013 AND 2012
31 December
2013
Restated note 2.1
31 December 2012
(2.275.911)
(1.219.302)
(2.844.889)
(1.524.128)
568.978
304.826
Items to be reclassified to profit or loss
-
35.255
Gain or loss on cash flow hedges
Taxes to be reclassified to profit or loss
- Taxes on income
- Deferred tax gain/loss
-
44.069
-
(8.814)
(2.275.911)
(1.184.047)
929.584
6.438.420
(7.022.108)
7.951.692
45.375
6.393.045
Notes
Other comprehensive income
Items not to be reclassified to profit or loss
Actuarial losses arising from employee benefits
Taxes not to be reclassified to profit or loss
- Taxes on income
Other comprehensive income/loss
Total comprehensive income/loss
Attributable to:
Non-controlling interest
Equity holders of the parent
24
227.203
-
-
227.203
227.203
-
-
227.203
-
profit or loss
-
-
-
-
-
35.255
-
(35.255)
-
(35.255)
(56.878.535)
(56.878.535)
-
-
-
-
-
-
-
-
-
(3.918.162)
(2.275.911)
-
(1.642.251)
(1.642.251)
(1.219.302)
-
(422.949)
(422.949)
-
422.949
(16.331.969)
232.884
-
-
232.884
232.884
-
-
23.854.239
-
23.854.239
15.522.311
-
7.577.092
7.945.219
7.945.219
-
10.882.177
10.882.177
(7.577.092)
7.577.092
7.577.092
(16.277.147)
23.854.239 (23.854.239)
7.577.092
232.884 (15.909.020)
-
232.884
58.137.878
(56.878.535)
8.606.266
-
106.410.147
106.410.147
6.393.045
7.577.092
100.017.102
-
100.017.102
-
(15.170.741)
(7.676.682)
-
22.847.423
22.847.423
22.802.048
45.375
45.375
-
-
-
interest
of the parent
(Note 27)
(Note 27)
(Note 27)
(Note 27)
transactions Actuarial losses
Non
controlling
for the year equity holders
earnings
reserves
avoiding funds common control
Equity
Net profit attributable to
Retained
Restricted
Cash flow risk
regarding
combinations
92.070.000
-
interests
Total comprehensive income
Balance at 31 December 2013
-
92.070.000
Balance at 1 January 2013
Transfers
Transactions with non-controlling
92.070.000
-
acquisition of subsidiaries
Balance at 31 December 2012
-
92.070.000
-
227.203
(Note 27)
(Note 27)
92.070.000
Premium
capital
Transfers
Net income for the year
Non-controlling interests from
Restated at 1 January 2012
“Employee Benefits”(Note 2.1)
Impact of amendment in TAS 19
Restated at
1 January 2012
Share
Paid-in share
earnings
be reclassified
to profit or loss
reclassified to
business
Retained
income and
expense not to
income and
expense to be
Impact of
Other
comprehensive
Other
comprehensive
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
58.137.878
(72.049.276)
929.584
-
129.257.570
129.257.570
22.802.048
6.438.420
7.622.467
100.017.102
-
100.017.102
Total
66
67
CONSOLIDATED STATEMENTS OF CASH FLOWS
Notes 31 December 2013
31 December 2012
65.356.678
90.982.987
12.394.731
13.840.940
88.854.951
36.398.230
36.398.230
707.797
1.201.124
838.745
62.658.767
(17.691.060)
1.129.104
1.082.092
1.413.730
1.116.422
-
52.023.003
24.069.509
24.069.509
1.536.222
1.485.764
673.395
31.905.774
(10.086.764)
2.208.034
187.000
44.069
(35.893.004)
56.292.724
(27.325.766)
(49.855.322)
(104.175.034)
(18.201.687)
12.557
76.978.177
19.968.383
177.522
(6.384.381)
(9.049.644)
16.653.625
765.624
(474.892)
(273.239)
(217.500)
1.365.588
7.850.261
25.119.044
1.381.719
1.381.719
19.489.402
(941.203)
(44.995.519)
(4.874.984)
(337.901)
60.717.243
(11.668.608)
2.857.752
(2.050.893)
(4.221.075)
9.957.741
212.420
(398.564)
(8.486)
-
(35.511.281)
(206.685.075)
(29.816.820)
(9.181.436)
2.449.540
(35.253.682)
(10.696.579)
72.515
1.037.435
(160.936.352)
129.023
Interest paid
Proceeds from bank borrowings
Repayment of bond and bank borrowings
42.203.342
121.374.208
(51.313.722)
121.374.208
(27.857.144)
167.391.803
203.662.073
(28.233.270)
203.662.073
(8.037.000)
Net increase in cash and cash equivalents (A+B+C)
72.048.739
51.689.715
D. Cash and cash equivalents at beginning of period (D)
141.044.983
89.355.268
Cash and cash equivalents at end of period (A+B+C+D)
213.093.722
141.044.983
A. Cash flows from operating activities
Profit from continuing operations before tax
Adjustments to reconcile net profit for the year
Depreciation and amortization
Provision for unused vacation
Provision for employment termination benefits
Provision for doubtful receivables
Interest expense
Interest income
Loss/gain on sale of tangible assets, net
Provision for impairment of inventories
Written off trade receivables
Provision for lawsuits
Unrealized portion of derivative instruments
30
30
24
24
10
31, 33
31, 33
32
13
10
22
Changes in net working capital
Financial assets
Trade and other receivables (excluding related parties)
Trade receivables from related parties
Other receivables from related parties
Inventories
Prepaid expenses
Other non-current assets
Trade and other payables (excluding related parties)
Trade and other payables to related parties
Other liabilities
Payments for employment termination benefits
Taxes paid
Interest received (maturity difference income)
Doubtful receivables collected
Payments for unused vacation
Payments for sales return and rebates
Payments for personnel cases
Deferred revenue
The impact of share purchase from non-controlling interest
10
10
37
13
26
14
10
10
26
24
35
31
10
24
22
22
14
37
B. Cash flows from investment activities
Purchases of tangible assets
Purchases of intangible assets
Proceeds from sale of tangible assets
Non - controlling interest from
acquisition of a subsidiary
Other interest and commissions received
C. Cash flows from financing activities
18
19
68
1. ORGANIZATION AND NATURE OF OPERATIONS OF THE GROUP
General
Boyner Büyük Mağazacılık Anonim Şirketi (“Boyner” or the “Company”) is a joint-stock company founded on 13
February 1992 and officially registered in Istanbul. The address of the headquarters of the Company is Büyükdere
Caddesi USO Center Binası No: 245 A K: B01-Z02 Maslak/Istanbul. 15% of the Company’s share in 1996, 15% of the
shares in 1998 and 9,9 % of the shares in 2006 have been listed (in total 39,9 %). In the year 2013, subsequent to
the mandatory call of the listed shares after the acquisition of Company shares from Fenella S.A.R.L, a subsidiary
of Citi Venture Capital International, by Altınyıldız Mensucat ve Konfeksiyon Fabrikaları A.Ş. (“Altınyıldız A.Ş.”),
3,45 % of the Company shares are quoted in Borsa Istanbul.
On 7 September 2012, Boyner acquired 63% of the shares of Yeni Karamürsel Giyim ve İhtiyaç Maddeleri
Ticaret ve Sanayi A.Ş. (“YKM A.Ş.”), a company operating in the retail sector, and 20,62% of the shares of Yeni
Karamürsel Giyim ve İhtiyaç Maddeleri Pazarlama A.Ş. (YKM Pazarlama A.Ş.) which is the subsidiary of YKM A.Ş.
with 56,25 % (Note 3).
The Group acquired 37% of the shares of YKM A.Ş. and 23,13% of the shares of YKM Pazarlama A.Ş. from the
non- controlling interests for a consideration of TRY 70.324.333 and TRY 21.652.862, respectively. Furthermore,
the remaining part of the brand of which 50% has already been acquired, is acquired for a consideration of TRY
8.022.805. The Group provided notes payables of TRY 100.000.000 in total for these transactions which have
maturity terms between January 2014 – April 2017. As a result of these transactions, the negative difference of TRY
56.878.535 between the acquisition cost of the shares and the cost of assets at the rate of the acquired share of
the Group has been recognised within the equity under transactions with non-controlling interests (Note 3).
As of 31 December 2013 and 31 December 2012, names of the subsidiaries, their principle activities, the countries
of incorporation, effective ownership percentages of the Company are summarized as follows:
Name of subsidiaries
31 December 2013
31 December 2012
Principle
Country of
Company’s effective
Company’s effective
Activities Incorporation ownership percentage ownership percentage
Yeni Karamürsel Giyim ve İhtiyaç
Maddeleri Ticaret ve Sanayi A.Ş.
(YKM A.Ş.)
Retail Sector
Turkey
100,00%
63,00%
Yeni Karamürsel Giyim ve İhtiyaç
Maddeleri Pazarlama A.Ş.
Marketing (YKM
and Retail Sector
Pazarlama A.Ş.)
Turkey
100,00%
56,06%
Boyner and its subsidiaries will be referred to as “Group”.
Group’s financial statements as of 31 December 2013, prepared in accordance with the Capital Market
Board (CMB) Communiqué No: XI-29 “Communiqué on Financial Reporting Standards in Capital Markets”
(Communiqué) (will be referred to as “CMB Accounting Standards”) were authorized for issue on 28 February
2014 by the Company’s Board of Directors. The General Assembly and certain regulatory bodies have the power
to amend the statutory financial statements after issue.
Nature of activities
Group is mainly engaged in retailing business and maintains its activities in 139 stores across the country
(31 December 2012 - 145 stores). As of 31 December 2013 and 31 December 2012, the average number of
employees within the Group is 5.219 and 4.865 respectively.
69
1. ORGANIZATION AND NATURE OF OPERATIONS OF THE GROUP (Continued)
Shareholder structure
As of 31 December 2013 and 31 December 2012, the Company’s shareholder structure and ownership
percentages are summarized as follows;
Shareholders
Altınyıldız Mensucat ve Konfeksiyon Fabrikaları
A.Ş. (“Altınyıldız A.Ş.)
Fenella S.a.r.l
Publicly Listed and Other
31 December 2013
Paid-in capital
%
31 December 2012
Paid-in capital
%
88.896.289
3.173.711
96,55
3,45
27.600.185
27.667.035
36.802.780
29,98
30,05
39,97
92.070.000
100,00
92.070.000
100,00
As stated in the Public Disclosure Platform (PDP), a platform in which the listed companies announces significant
events to the public, on 13 March 2013 by Altınyıldız A.Ş., one of the Company’s shareholders, the Board of
Directors of Altınyıldız A.Ş. signed a non-binding preliminary agreement on 13 March 2013 for the purpose
of acquiring 30,05% of Boyner’s shares (27.667.037 shares) from Fennella Sarl, a subsidiary of Citi Venture
Capital International, for a consideration of USD89.087.853. The related transaction was completed on 31 May
2013. Following the sign off of the share transfer agreement, a call was placed for the publicly listed Boyner
shares in accordance with the relevant legislation. The unit purchase price for these shares was determined
to be TRY7,0835 as announced on the PDP on 6 September 2013 and the call commenced on 9 September
2013. Subsequently, the ownership rate of Altınyıldız A.Ş. in Boyner became 96,43%. At 31 December 2013 the
ownership rate increased to 96,55%.
2. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS
2.1 Basis of preparation
The accompanying consolidated financial statements are prepared in accordance with Communiqué Serial
II, No:14.1, “Principles of Financial Reporting in Capital Markets” (“the Communiqué”) published in the Official
Gazette numbered 28676 on 13 June 2013. According to Article 5 of the Communiqué, consolidated financial
statements are prepared in accordance with the Turkish Accounting Standards issued by Public Oversight
Accounting and Auditing Standards Authority (“POAASA”). TAS contains Turkish Accounting Standards, Turkish
Financial Reporting Standards (“TFRS”) and its addendum and interpretations (“IFRIC”).
The consolidated financial statements of the Group are prepared as per the CMB announcement of 7 June 2013
relating to financial statements presentations. Comparative figures are reclassified, where necessary, to conform
to changes in the presentation of the current year’s consolidated financial statements.
In accordance with the CMB resolution issued on 17 March 2005, listed companies operating in Turkey are not
subject to inflation accounting effective from 1 January 2005. Therefore, the consolidated financial statements of
the Group have been prepared accordingly.
The Company and its Turkish subsidiaries maintain their books of accounts and prepare their statutory
financial statements in accordance with the Turkish Commercial Code (“TCC”), tax legislation, the Uniform
Chart of Accounts issued by the Ministry of Finance and principles issued by CMB. These consolidated financial
statements have been prepared under historical cost conventions except for financial assets and financial
liabilities measured at fair value. The consolidated financial statements are based on the statutory records, which
are maintained under historical cost conventions, with the required adjustments and reclassifications reflected
for the purpose of fair presentation in accordance with TAS.
70
2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.1 Basis of preparation (Continued)
Presentation and functional currency
As of 31 December 2013, the Company and its subsidiaries’ functional and reporting currencies are TRY and prior
year comparative balances are presented in TRY.
Preparation of financial statements in hyperinflationary periods
In accordance with the CMB’s resolution No: 11/367 issued on 17 March 2005, companies operating in Turkey
which prepare their financial statements in accordance with the CMB Accounting Standards (including the
application of IFRS) are not subject to inflation accounting effective from 1 January 2005. Therefore, as of
1 January 2005, IAS 29 “Financial Reporting in Hyperinflationary Economies” is not applied in the accompanying
consolidated financial statements.
Going concern
The consolidated financial statements including the accounts of the parent company and its subsidiaries have
been prepared assuming that the Group will continue as a going concern on the basis that the entity will be able
to realize its assets and discharge its liabilities in the normal course of business.
Comparatives and restatement of prior periods’ financial statements
The consolidated financial statements of the Group include comparative financial information to enable the
assessment of the trends regarding the financial position and performance. Comparative figures are reclassified,
where necessary, to conform to changes in presentation in the current year consolidated financial statements.
In accordance with the decision taken in the CMB meeting numbered 20/670 held on 7 June 2013, and in
compliant with the announcement related to the format of financial statements and its accompanying notes,
comparative figures have been reclassified to conform to the changes in presentation in the current period.
The Group restated its prior periods’ consolidated financial statements in accordance with the amendments in
IAS 19 “Employee Benefits” which is effective from 1 January 2013.
The Impact of Amendment in IAS 19 “Employee Benefits”
In accordance with the amendment in the standard, which is effective from 1 January 2013, the actuarial gains/
losses related to employee benefits are required to be accounted for under other comprehensive income. The
Company accounted for the actuarial gains/ (losses) related to employee benefits under the income statement
until 31 December 2012. The Company applied the amendment in the standard respectively in accordance
with the related changes in the accounting policies and the actuarial gains/ (losses) disclosed in the related
disclosures have been reversed from the consolidated income statement and accounted for under other
comprehensive income.
71
2. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.1 Basis of preparation (Continued)
The reconciliation of the statement of financial position as of 31 December 2012 and statement of profit and loss
for the year ended at 31 December 2012, which were restated as of 31 December 2013, are as follows:
ASSETS
Previously
Final
IAS - 19
Restated
Reported
CMB Format
fair value Amendment 31 December
31 December 2012 Change Effect adjustments change effect
2012
Current assets
499.182.966
-
5.778.812
-
504.961.776
141.044.983
71.277.965
-
(111.134)
-
141.044.983
71.166.831
4.092.541
-
-
-
4.092.541
67.185.424
746.237
(220.747)
(111.134)
4.709.077
-
67.074.290
5.234.567
-
-
-
-
-
746.237
258.190.618
27.923.163
(220.747)
11.823.855
(11.603.110)
4.709.077
1.180.869
-
-
5.234.567
259.371.487
11.823.855
16.320.053
Non-current assets
359.084.861
-
(2.846.519)
-
356.238.342
Other receivables
Property, plant and equipments
Intangible assets
- Goodwill
- Other intangible assets
Prepaid expenses
567.185
118.984.966
233.778.032
113.918.677
119.859.355
364.457
5.390.221
(364.457)
364.457
-
5.075.993
(8.163.651)
(7.876.709)
(286.942)
241.138
-
567.185
124.060.959
225.614.381
106.041.968
119.572.413
364.457
5.631.359
Total Assets
858.267.827
-
2.932.293
-
861.200.118
Trade receivables
- Trade receivable from related
parties
- Trade receivables from third
parties
Other receivables
- Other receivables from
related parties
- Other receivables from third
parties
Inventories
Prepaid expenses
72
LIABILITIES
Previously
Reported
31 December 2012
Current liabilities
Short-term financial liabilities
515.074.924
-
72.556.855
(42.457.545)
403.607.706
Current portion of long term financial
liabilities
Trade payables
Changes
CMB Format after fair value
Change Effect
adjustments
IAS - 19
Amendment
Restated
change effect 31 December 2012
-
515.074.925
-
-
30.099.310
42.457.545
-
-
42.457.545
1.964.519
-
-
405.572.225
- Trade payables to related parties
20.206.185
-
-
-
20.206.185
- Trade payables to third parties
383.401.521
1.964.519
-
-
385.366.040
Payables related to employee benefits
-
8.730.786
-
-
8.730.786
16.505.391
(16.501.475)
-
-
3.916
-
-
-
-
-
16.505.391
(16.501.475)
-
-
3.916
Deferred revenue
-
17.068.849
-
-
17.068.849
Current income tax liabilities
-
1.894.112
-
-
1.894.112
3.911.524
1.668.679
-
-
5.580.203
3.911.524
-
-
-
3.911.524
-
1.668.679
-
-
1.668.679
Other payables
Short term provisions
- Other short term provisions
Provision for liabilities and charges
Other current liabilities
Non-current liabilities
Long term financial liabilities
1.668.679
(1.668.679)
-
-
-
16.824.769
(13.156.790)
-
-
3.667.979
215.454.740
-
1.412.883
-
216.867.623
190.347.027
-
-
-
190.347.027
Long term provisions
4.878.799
-
-
-
4.878.799
Provision for employee benefits
4.878.799
-
-
-
4.878.799
19.818.408
-
1.412.883
-
21.231.291
-
410.506
-
-
410.506
410.506
(410.506)
-
-
-
Equity
127.738.163
-
1.519.407
-
129.257.570
Paid-in share capital
92.070.000
-
-
-
92.070.000
227.203
-
-
-
227.203
- Actuarial losses
-
-
-
(1.642.251)
(1.642.251)
Restricted reserves
232.884
-
-
-
232.884
7.522.270
-
-
422.949
7.945.219
6.868.185
-
(510.395)
1.219.302
7.577.092
Non-controlling interests
20.817.621
-
2.029.802
-
22.847.423
858.267.827
-
2.932.291
-
861.200.118
Deferred revenue
Other long term liabilities
Share premium
Other comprehensive income/
expense not to be reclassified to
profit or loss
Retained earnings
Total liabilities and equity
73
Previously
Reported
1 January - 31
December 2012
Revenue
CMB Format
Change Effect
IFRS 3
Amendment
change effect
IAS - 19
Restated
Amendment
1 January 31
change effect December 2012
935.090.980
-
-
-
935.090.980
(586.357.522)
43.886
-
-
(586.313.636)
348.733.458
43.886
-
-
348.777.344
Marketing expenses (-)
(262.620.861)
(634.023)
(179.178)
2.570.632
(260.863.430)
General administrative expenses (-)
(58.803.460)
-
-
-
(58.803.460)
26.544.533
21.849.964
-
-
48.394.497
(19.065.968)
(20.652.880)
(341.620)
-
(40.060.468)
34.787.702
606.947
(520.798)
2.570.632
37.444.483
Expense from investing activities
-
(2.208.034)
-
-
(2.208.034)
Operating profit before financial
income and expense
34.787.702
(1.601.087)
(520.798)
2.570.632
35.236.449
Cost of sales (-)
Gross profit
Other operating income
Other operating expense (-)
Operating profit
Financial incomes
Financial expenses (-)
Profit from continuing operations
before tax
Tax income/expense from
21.978.986
(21.849.963)
-
-
129.023
(44.083.415)
23.605.387
-
(1.046.504)
(21.524.532)
12.683.273
154.337
(520.798)
1.524.128
13.840.940
(6.115.187)
-
-
-
(6.115.187)
128.247
(30.867)
104.160
(304.826)
(103.286)
6.696.333
123.470
(416.638)
1.219.302
7.622.467
-
-
-
(1.524.128)
(1.524.128)
- Tax income/expense from
-
-
-
-
-
- Deferred tax income/expense
-
-
-
304.826
304.826
44.069
-
-
-
44.069
-
-
-
-
-
(8.814)
-
-
-
(8.814)
Deferred tax income/ (loss)
Profit for the year
Other comprehensive income
Items not be reclassified to profit
or loss
Actuarial losses
Taxes not to be reclassified to
profit or loss
Items to be reclassified to profit
or loss
Cash flow risk avoiding gain/loss
Taxes to be reclassified to profit
or loss
- Taxes on income
6.731.588
6.438.420
74
Consolidation principles
The consolidated financial statements include the Group’s accounts prepared in accordance with principles set
out in sections below. The financial statements of the companies included in the scope of consolidation have
been prepared as of the date of the consolidated financial statements and have been prepared in accordance
with CMB Financial Reporting Standards applying uniform accounting policies and presentation. The results of
subsidiaries are included or excluded from their effective dates of acquisition or disposal respectively.
Subsidiaries
Control is obtained by controlling over the activities of an entity’s financial and operating policies in order to
benefit from those activities.
Subsidiaries are companies over which the parent company controls the financial and operating policies for
the benefit of the parent company, either (a) through the power to exercise more than 50% of the voting rights
relating to shares in the companies owned directly and indirectly by itself; or (b) although not having the power
to exercise more than 50% of the voting rights, otherwise having the power to exercise control over the financial
and operating policies.
The existence and effect of potential voting rights that are currently exercisable or convertible are considered
when assessing whether the group controls another entity.
Note 1 sets out all subsidiaries included in the scope of consolidation and shows their ownership and effective
interests (%) as of 31 December 2013 and 31 December 2012.
Subsidiaries are consolidated from the date on which the control is transferred to the Group and are no longer
consolidated from the date that control ceases. Where necessary, accounting policies for subsidiaries have been
changed to ensure consistency with the policies adopted by the Group.
The result of operations of subsidiaries are included or excluded in consolidated comprehensive income
subsequent to the date of acquisition or date of sale respectively.
The balance sheets and statements of income of the subsidiaries are consolidated on a line-by-line basis and
the carrying value of the investment held by the Company and its subsidiaries is eliminated against the related
equity Intercompany transactions and balances between the Company and its subsidiaries are eliminated during
the consolidation. The cost of, and the dividends arising from, shares held by the Company in its subsidiaries are
eliminated from equity and income for the period, respectively.
The non-controlling shareholders’ share in the net assets and results of Subsidiaries for the period are separately
classified as non-controlling interest in the consolidated balance sheets and statements of income. The noncontrolling interests consist of shares from the initial business combinations and the non-controlling shares from
the changes in equity after the business combinations date. When the losses applicable to the non-controlling
portion exceed the non-controlling interest in the equity of the subsidiary, the excess loss and the further losses
applicable to the non-controlling are charged against the non-controlling interest (Note 2.5).
2.2 Significant changes in the accounting policies
Material changes in accounting policies are corrected, retrospectively; by restating the prior periods’
consolidated financial statements. The accounting policies used in the preparation of these consolidated financial
statements for the period of 31 December 2013 are consistent with those used in the preparation of financial
statements for the period of 31 December 2012.
The Group restated its prior periods’ consolidated financial statements in accordance with the amendments in
IAS 19 “Employee Benefits” in accordance with IAS 8 “Accounting policies, changes in accounting estimates and
errors”. The impact of the restatements were disclosed in Note 2.4.
75
2.3 Change in accounting estimates
The effect of changes in accounting estimates affecting the current period is recognized in the current period;
the effect of changes in accounting estimates affecting current and future periods is recognized in the current
and future periods. The accounting estimates used in the preparation of these consolidated financial statements
for the period of 31 December 2013 are consistent with those used in the preparation of financial statements for
the period of 31 December 2012.
Material changes in accounting policies or material errors are corrected, retrospectively by restating the prior
period consolidated financial statements.
2.4 New and updated amendments in International Financial Reporting Standards
The Group has applied new standards, amendments and interpretations to existing standards published by
IASB and IFRIC that are effective as at 1 January 2013 and are relevant to the Group’s operations. The effect of
amendments on Group’ s financial statements are explained related section.
a. Standards, changes and amendments for reporting term which begins as of 31 January 2013
- Amendment to IAS 1, ‘Financial statement presentation’, regarding other comprehensive income; is effective
for annual periods beginning on or after 1 July 2012. The main change resulting from these amendments is
a requirement for entities to group items presented in ‘other comprehensive income’ (OCI) on the basis of
whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). The
amendments do not address which items are presented in OCI.
- Amendment to IAS 19, ‘Employee benefits’; is effective for annual periods beginning on or after
1 January 2013. These amendments eliminate the corridor approach and calculate finance costs on a net
funding basis.
- Amendment to IFRS 1, ‘First time adoption’, on government loans; ; is effective for annual periods beginning on
or after 1 January 2013. This amendment addresses how a first-time adopter would account for a government
loan with a below-market rate of interest when transitioning to IFRS. It also adds an exception to the
retrospective application of IFRS, which provides the same relief to first-time adopters granted to existing
preparers of IFRS financial statements when the requirement was incorporated into IAS 20 in 2008.
- Amendment to IFRS 7, ‘Financial instruments: Disclosures’, on asset and liability offsetting¸; is effective for
annual periods beginning on or after 1 January 2013. This amendment includes new disclosures to facilitate
comparison between those entities that prepare IFRS financial statements to those that prepare financial
statements in accordance with US GAAP.
- Amendment to IFRSs 10, 11 and 12 on transition guidance¸; is effective for annual periods beginning on or
after 1 January 2013. These amendments provide additional transition relief to IFRSs 10, 11 and 12, limiting the
requirement to provide adjusted comparative information to only the preceding comparative period. For
disclosures related to unconsolidated structured entities, the amendments will remove the requirement to
present comparative information for periods before IFRS 12 is first applied.
- Annual improvements 2011; is effective for annual periods beginning on or after 1 January 2013. These annual
improvements, address six issues in the 2009-2011 reporting cycle. These improvements are:
76
2.4 New and updated amendments in International Financial Reporting Standards (Continued)
•
•
•
•
•
TFRS/UFRS 1, ‘First time adoption’
TMS/UMS 1, ‘Financial statement presentation’
TMS/UMS 16, ‘Property plant and equipment’
TMS/UMS 32, ‘Financial instruments; Presentation’
TMS/UMS 34, ‘Interim financial reporting’
- IFRS 10, ‘Consolidated financial statements’; is effective for annual periods beginning on or after 1 January
2013. The objective of IFRS 10 is to establish principles for the presentation and preparation of consolidated
financial statements when an entity controls one or more other entity (an entity that controls one or more
other entities) to present consolidated financial statements. It defines the principle of control, and establishes
controls as the basis for consolidation. It sets out how to apply the principle of control to identify whether
an investor controls an investee and therefore must consolidate the investee. It also sets out the accounting
requirements for the preparation of consolidated financial statements.
- IFRS 11, ‘Joint arrangements’; is effective for annual periods beginning on or after 1 January 2013. IFRS 11 is a
more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement
rather than its legal form. There are two types of joint arrangement: joint operations and joint ventures. Joint
operations arise where a joint operator has rights to the assets and obligations relating to the arrangement
and therefore accounts for its interest in assets, liabilities, revenue and expenses. Joint ventures arise where
the joint operator has rights to the net assets of the arrangement and therefore equity accounts for its interest.
Proportional consolidation of joint ventures is no longer allowed.
- IFRS 12, ‘Disclosures of interests in other entities’; is effective for annual periods beginning on or after 1
January 2013. IFRS 12 includes the disclosure requirements for all forms of interests in other entities, including
joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles.
- IFRS 13, ‘Fair value measurement’ ; is effective for annual periods beginning on or after 1 January 2013. IFRS 13
aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single
source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which
are largely aligned between IFRS and US GAAP, do not extend the use of fair value accounting but provide
guidance on how it should be applied where its use is already required or permitted by other standards within
IFRSs or US GAAP.
- IAS 27 (revised 2011), ‘Separate financial statements’; is effective for annual periods beginning on or after 1
January 2013. IAS 27 (revised 2011) includes the provisions on separate financial statements that are left after
the control provisions of IAS 27 have been included in the new IFRS 10. - IAS 28 (revised 2011), ‘Associates and joint ventures’; is effective for annual periods beginning on or after 1
January 2013. IAS 28 (revised 2011) includes the requirements for joint ventures, as well as associates, to be
equity accounted following the issue of IFRS 11.
- IFRIC 20, ‘Stripping costs in the production phase of a surface mine’ is effective for annual periods beginning
on or after 1 January 2013. This interpretation sets out the accounting for overburden waste removal (stripping)
costs in the production phase of a mine. The interpretation may require mining entities reporting under IFRS
to write off existing stripping assets to opening retained earnings if the assets cannot be attributed to an
identifiable component of an ore body.
77
b. New IFRS standards, amendments and IFRICs not effective as of 31 December 2013
- Amendment to IAS 32, ‘Financial instruments: Presentation’, on asset and liability offsetting is effective for
annual periods beginning on or after 1 January 2014.These amendments are to the application guidance in IAS
32, ‘Financial instruments: Presentation’, and clarify some of the requirements for offsetting financial assets and
financial liabilities on the balance sheet.
- Amendments to IFRS 10, 12 and IAS 27 on consolidation for investment entities is effective for annual periods
beginning on or after 1 January 2014. These amendments mean that many funds and similar entities will be
exempt from consolidating most of their subsidiaries. Instead, they will measure them at fair value through
profit or loss. The amendments give an exception to entities that meet an ‘investment entity’ definition and
which display particular characteristics. Changes have also been made IFRS 12 to introduce disclosures that an
investment entity needs to make.
- Amendment to IAS 36, ‘Impairment of assets’ on recoverable amount disclosures is effective for annual periods
beginning on or after 1 January 2014. This amendment addresses the disclosure of information about the
recoverable amount of impaired assets if that amount is based on fair value less costs of disposal.
- Amendment to IAS 39 ‘Financial Instruments: Recognition and Measurement’ - ‘Novation of derivatives
is effective for annual periods beginning on or after 1 January 2014. This amendment provides relief from
discontinuing hedge accounting when novation of a hedging instrument to a central counterparty meets
specified criteria.
- IFRIC 21, ‘Levies’ is effective for annual periods beginning on or after 1 January 2014. This is an interpretation of
IAS 37, ‘Provisions, contingent liabilities and contingent assets’. IAS 37 sets out criteria for the recognition of a
liability, one of which is the requirement for the entity to have a present obligation as a result of a past event
(known as an obligating event). The interpretation clarifies that the obligating event that gives rise to a liability
to pay a levy is the activity described in the relevant legislation that triggers the payment of the levy.
- IFRS 9 ‘Financial instruments’ - classification and measurement; is effective for annual periods beginning on or
after 1 January 2015. This standard on classification and measurement of financial assets and financial liabilities
will replace IAS 39, ‘Financial instruments: Recognition and measurement’. IFRS 9 has two measurement
categories: amortised cost and fair value. All equity instruments are measured at fair value. A debt instrument
is measured at amortised cost only if the entity is holding it to collect contractual cash flows and the cash
flows represent principal and interest. For liabilities, the standard retains most of the IAS 39 requirements.
These include amortised-cost accounting for most financial liabilities, with bifurcation of embedded derivatives.
The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a
fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than
the income statement, unless this creates an accounting mismatch. This change will mainly affect financial
institutions. When financial liabilities are accounted fair value, the main change is the part of arising from credit risk of the
Company changes in fair value is reflected to the comprehensive income instead of income statement. This
change especially effect the financial entities.
78
c. Standards which published from IASB (International Accounting Standards Board) but not published from
AASA (Accounting and Auditing Standards Authority-Public Oversight)
- Amendments to IFRS 9,‘Financial instruments’, regarding general hedge. These amendments to IFRS 9,
‘Financial instruments’, bring into effect a substantial overhaul of hedge accounting that will allow entities to
better reflect their risk management activities in the financial statements.
- Amendment to IAS 19 regarding defined benefit plans; ; is effective for annual periods beginning on or after
1 July 2014. These narrow scope amendments apply to contributions from employees or third parties to
defined benefit plans. The objective of the amendments is to simplify the accounting for contributions that
are independent of the number of years of employee service, for example, employee contributions that are
calculated according to a fixed percentage of salary.
- Annual improvements 2012; is effective for annual periods beginning on or after 1 July 2014. These amendments
include changes from the 2010-12 cycle of the annual improvements project that affect 7 standards:
• IFRS 2, ‘Share-based payment’
• IFRS 3, ‘Business Combinations’
• IFRS 8, ‘Operating segments’
• IAS 16, ‘Property, plant and equipment’ and IAS 38,‘Intangible assets’
• Consequential amendments to IFRS 9, ‘Financial instruments’, IAS 37, ‘Provisions, contingent liabilities and
contingent assets’, and
• IAS 39, Financial instruments – Recognition and measurement’.
- Annual improvements 2013; is effective for annual periods beginning on or after 1 July 2014. The amendments
include changes from the 2011-2-13 cycle of the annual improvements project that affect 4 standards:
• IFRS 1, ‘First time adoption’
• IFRS 3, ‘Business combinations’
• IFRS 13, ‘Fair value measurement’ and
• IAS 40, ‘Investment property’.
The Group will evaluate the effect of the aforementioned changes within its operations and apply changes
starting from effective date. It is expected that the application of the standards and the interpretations will not
have a significant effect on the consolidated financial statements of the Group.
2.5 Summary of significant accounting policies
Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured
as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of
any non-controlling interest in the acquirer. The consideration transferred is measured at fair value, which is
calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, the liabilities
incurred by the Group to former owners of the entity and the equity interests issued by the Group. When the
agreement with the seller includes a clause that the consideration transferred could be adjusted for future
events, the acquisition-date fair value of this contingent consideration is included in the cost of the acquisition.
All transaction costs incurred by the Group have been recognized in other operating income account.
For each business combination, the Group elects whether it measures the non-controlling interest in the acquirer
either at fair value or current equity instruments’ proportionate share of the acquirer’s identifiable net assets. The
amount of non-controlling interest of YKM A.Ş. and YKM Pazarlama A.Ş. measured at the proportionate share of
the acquired identifiable net assets.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by
the acquirer.
79
2.5 Summary of significant accounting policies (Continued)
Acquisition method requires allocation of the acquisition cost to the assets acquired, liabilities and contingent
liabilities assumed at their fair values on the date of acquisition. Accordingly, acquired assets and liabilities and
contingent liabilities assumed are recognized at IFRS 3 fair values on the date of acquisition. Acquired company
is consolidated starting from the date of acquisition.
If the fair values of the acquired identifiable assets, liabilities and contingent liabilities or cost of the acquisition
are based on provisional assessment as at the balance sheet date, the Group made provisional accounting. The
additions and corrections of fair values of the acquired identifiable assets, liabilities and contingent liabilities are
limited with 12 months from the date of acquisition.
Legal mergers arising between companies controlled by the Group are not considered within the scope of
IFRS 3. Consequently, no goodwill is recognized in these transactions. Similarly, the effects of all transactions
between the legally merged companies, whether occurring before or after the legal merge, are corrected in the
preparation of the consolidated financial statements.
Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess of the aggregate
of the consideration transferred measured at fair value at the date of acquisition and the amount recognized
for non-controlling interest over the net identifiable assets acquired and liabilities assumed at fair value in
accordance with IFRS 3 on the date of acquisition. Following initial recognition, goodwill is measured at cost less
any accumulated impairment losses. Goodwill is reviewed for impairment, annually or more frequently if events
or changes in circumstances indicate that the carrying value may be impaired. Whenever the carrying amount
exceeds the recoverable amount, an impairment loss is recognized in the consolidated income statement.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date,
allocated to each of the cash-generating units or groups of cash-generating units that are expected to benefit
from the synergies of the acquisition, irrespective of whether other assets or liabilities are assigned to these units
or groups of units. Each unit or group of units to which the goodwill is so allocated represents the lowest level
within the Group at which the goodwill is monitored for internal management purposes.
Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash
generating units), to which the goodwill relates. Where the recoverable amount of the cash-generating unit
(group of cash-generating units) is less than the carrying amounts of the net assets assigned to the cashgenerating unit, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in
future periods.
Transactions with non-controlling interests
The Group applies a policy of treating transactions with non-controlling interests as transactions with equity
owners of the Group. For purchases from non-controlling interests, the difference between any consideration
paid and the relevant share acquired of the carrying value of net assets of the subsidiary is deducted from
equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. For disposals to
non-controlling interests, differences between any proceeds received and the relevant share of non-controlling
interests are also recorded in equity.
Inventories
Inventories are valued at the lower of cost or net realizable value. Moving-weighted average method is used
for the inventory valuation method. Net realizable value is the estimated selling price in the ordinary course of
business, less marketing, selling and other various expenses to be incurred in order to realize sale.
Unearned interest on initial cost value of the inventory with term payments is applied by considering the interest
rates of government bonds in stock exchanges or in other markets in line with the maturity of the liabilities. The
difference between total payment amount and cash price is recorded as term difference expense within financial
expenses throughout the related period.
80
All property, plant and equipment are initially stated at cost except for the items till 2004 year-end which are
carried at restated cost until 31 December 2004 with the index of the related purchase date. Property, plant and
equipment are stated at cost less accumulated depreciation and any impairment in value.
The initial cost of property, plant and equipment comprises its purchase price, including import duties and nonrefundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and
location for its intended use.
Depreciation is calculated on a straight-line method on pro-rata basis over the estimated useful life of related
asset. The depreciation terms are as follows:
Useful Lives
Buildings
Machinery and Equipment
Vehicles
Furniture and fixtures
Leasehold improvements
16 - 50
4-8
4-5
3 - 16
3 - 12
The useful life and depreciation method are reviewed periodically to ensure that the method and period of
depreciation are consistent with the expected pattern of economic benefits from items of property, plant and
equipment.
Fixed assets that are acquired through financial leasing are reflected at the statement through deducting the
accumulated depreciation and impairment from the lowest version of the beginning of the lease discounted
value of minimum lease payments at balance sheet date and the fair value of the goods subject to lease.
Gain or losses on disposal of property, plant and equipment are included in the related income or expense from
investing activities line item and are determined as the difference between the carrying value and amounts
received.
Intangible assets
Intangible assets consist of software licenses, use rights like brand name and rights (primarily Beymen Club,
Beymen Business, B- Beymen, Beymen Studio, YKM and YKM Outlet). Intangible assets are initially stated at cost
except for items which are carried at restated cost restated until 31 December 2004 with the index of the related
purchase date. Acquired rights by the acquisition of subsidiaries, favorable rent contracts and franchise network
are initially recorded at their fair value.
Intangible assets are recognized if it is probable that the future economic benefits that are attributable to the
asset will flow to the enterprise; and the cost of the asset can be measured reliably. In this context, expenses
on startup activities except for training, advertising and promotion, partially or totally re-organization related
ones and the ones that can be included in the cost of intangible assets are recorded as expense when they are
incurred.
The carrying amounts of intangible assets are reviewed in case of changes in conditions to test whether there is
any indication of impairment.
Intangible assets are stated at cost less accumulated depreciation and accumulated impairment loss. Intangible
assets are amortized on a straight line basis over the best estimate of their useful lives, which were determined
as 5-15 years for rights, 3-7 years for computer software. The estimated economic life of the favorable rent
contracts and franchise network are 10 and 15 years respectively.
81
Impairment of assets
The carrying values of assets are reviewed for impairment when events or changes in circumstances indicate
the carrying value may not be recoverable. Whenever the carrying amount of an asset exceeds its recoverable
amount, an impairment loss is recognized in the consolidated statement of income. The recoverable amount is
the greater of net selling price and value in use. The value in use is the present value of estimated future cash
flows from the continuing use of an asset or its disposal at the end of its useful life, the net sale price is the
amount obtainable from the sale of an asset less the costs of disposal. Recoverable amounts are estimated for
individual assets or, if it is not possible, for the cash-generating unit. Reversal of impairment losses recognized in
prior years is recorded when there is an indication that the impairment losses recognized for the asset no longer
exist or has decreased. The reversal is recorded in the consolidated statement of income.
Foreign currency transactions
Transactions in foreign currencies are recorded as TRY, at the rate ruling at the date of transaction. Balance
sheet items denominated in foreign currencies have been translated at the rates of exchange prevailing at the
balance sheet dates. As of 31 December 2013 and 31 December 2012, assets and liabilities denominated in foreign
currencies have been translated with the buying exchange rates declared by Central Bank of the Republic of
Turkey (TCMB). Exchange gains or losses arising on settlement and translation of foreign currency items into
Turkish Lira have been included in the consolidated income statement.
As of 31 December 2013 and 31 December 2012 Central Bank buying exchange rates were as follows:
US Dollar
Euro
GBP
31 December 2013
31 December 2012
2,0134
2,9365
3,511
1,7826
2,3517
2,8708
Offsetting
Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a
legally enforceable right to set off the recognized amounts and there is an intention to settle on a net basis or
realize the asset and settle the liabilities simultaneously.
Borrowing costs
Borrowings are recognized initially at the proceeds received, net of transaction costs incurred. Borrowings are
subsequently stated at amortized cost using the effective yield method; any difference between proceeds, net
of transaction costs, and the redemption value is recognized in the statement of income over the period of the
borrowings (Note 8 and 33).
In case of foreign exchange income in the financing activities, the related income is deducted from the total of
capitalized financial expenses.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset
are capitalized as part of the cost of that asset in the period in which the asset is prepared for its intended use
or sale. All other borrowing costs are recognized in the profit or loss in the period in which they are incurred.
Foreign exchange differences relating to borrowings, to the extent that they are regarded as an adjustment
to interest costs, are also capitalised. The gains and losses that are an adjustment to interest costs include the
interest rate differential between borrowing costs that would be incurred if the entity borrowed funds in its
functional currency, and borrowing costs actually incurred on foreign currency borrowings.
82
Income taxes
Income tax is the aggregate amount included in the determination of net profit or loss for the period in respect
of current and deferred tax.
Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet
date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognized for all taxable temporary differences.
Deferred income tax assets are recognized for all deductible temporary differences, and unused tax losses, to the
extent that it is probable that taxable profit will be available against which the deductible temporary differences,
and unused tax losses can be utilized.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilized. Deferred taxes of income and expenses booked in equity have been also
carried in equity.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period
when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance sheet date.
Deferred income tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the
same taxation authority.
Defined benefit plans:
Group is required to make lump-sum termination indemnities to each employee who has completed over one
year of service with Group and whose employment is terminated due to retirement or for reasons other than
resignation or misconduct.
In the accompanying financial statements, Group has reflected a provision calculated by using “Projected Unit
Credit Method” and based upon the factors derived using the Group’s experience of historical statistics of
being eligible to receive benefits, discounted by using the current market yield at the balance sheet date on
government bonds. All actuarial gains and losses calculated are reflected in the consolidated income statement.
Obligations which are not used as short term employee benefits and due related with the unused vacations are
accrued when they qualify and are not subject to discount.
Defined contribution plans:
The Group pays contributions to the Social Security Institution of Turkey on a mandatory basis. The Group has
no further payment obligations once the contributions have been paid. The contributions are recognized as an
employee benefit expense when they are due.
83
Financial instruments
A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial
liability or equity instrument of another enterprise.
Financial assets:
• cash,
• a contractual right to receive cash or another financial asset from another enterprise,
• a contractual right to exchange financial instruments from another enterprise under conditions that are
potentially favorable, or,
• an equity instrument of another enterprise
A financial liability that is a contractual obligation:
• to deliver cash or another financial asset to another enterprise, or,
• to exchange financial instruments with another enterprise under conditions that are potentially unfavorable.
When a financial asset or financial liability is recognized initially, it is measured at its cost, which is the fair value
of the consideration given (in the case of an asset) or received (in case of a liability) for it. Transaction costs are
included in the initial measurement of all financial assets and liabilities.
Financial assets
Financial assets consist of cash and cash equivalents, financial investments, trade receivables, other receivables
and due from related parties.
Cash and cash equivalents comprise cash on hand, cash at banks, checks and short-term deposits and credit
card balances having maturity of less than 3 months. Cash equivalents are short-term highly liquid investments
that are readily convertible to known amounts of cash with original maturity of three months or less and that are
not subject to change in value.
Trade receivables
Trade receivables are recognized at original invoice amount less an allowance for any uncollectible amounts and
recorded at amortized cost. The amount of imputed interests are calculated by considering the interest rates of
government bonds in stock exchanges or in other markets in line with the maturity of the receivables and are
accounted as expense within other operating expenses. When the Group will not be able to collect its receivable,
the estimation for provision for doubtful receivable is made. Provision is set when doubtful receivables have been
identified. When the receivable become uncollectible, it is written-off. The allowance is an estimated amount that
management believes to be adequate to absorb possible future losses on existing receivables that may become
uncollectible due to current economic conditions and inherent risks in the receivables.
84
Impairments in financial assets
Financial asset are assessed at each balance sheet date whether there is any objective evidence that a financial
asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be
impaired if, and only if, there is objective evidence of impairment as a result of one or more events that had
occurred after the initial recognition of the asset and that loss event has an impact on the estimated future
cash flows of the financial asset or the group of financial assets that can be reliably estimated. For receivables
impairment loss has been incurred the amount of the loss is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows.
Except for trade receivables, which is reduced through the use of an allowance account, impairment on all other
financial assets are directly written off in the related account. In case trade receivables cannot be collected
become definite, the related amount is written off. The change in allowance account is accounted in the
consolidated income statement.
Financial liabilities
Financial liabilities include trade payables, borrowings, related party payables and other payables.
Trade payables
Liabilities for trade and other amounts are carried at amortized cost. The financial income included in trade
payable is calculated by considering the interest rates of government bonds in stock exchanges or in other
markets in line with the maturity of the liabilities and are accounted within other operating income.
Borrowings
All borrowings are initially recognized at cost, being the fair value of the consideration received net of issue costs
associated with the borrowing. After initial recognition, borrowings are subsequently measured at amortized cost
using the effective interest rate method. Amortized cost is calculated by taking into account any issue costs, and
any discount or premium on settlement.
Fair value of financial instruments
The fair value of financial instruments except in case there is compulsory sales or at liquidation stage that are
actively traded in organized financial markets is determined by reference to quoted market bid prices at the
close of business on the balance sheet date. For financial instruments where there is no active market, fair
value is determined using valuation techniques. Such techniques may include using recent arm’s length market
transactions; reference to the current fair value of another instrument that is substantially the same; discounted
cash flow analysis or other valuation models. The methods and assumptions in fair value estimation of the
financial instruments of the Group are explained in Note 39.
85
Recognition and derecognition of financial assets and liabilities
The Group recognizes a financial asset or financial liability in its balance sheet when and only when it becomes a
party to the contractual provisions of the instrument. The Group derecognizes a financial asset or a portion of a
financial asset when and only when it loses control of the contractual rights that comprise the financial asset or a
portion of a financial asset or become barred. The Group derecognizes a financial liability when and only when a
liability is extinguished that is when the obligation specified in the contract is discharged, cancelled and expires.
All regular way purchases and sales of financial assets are recognized on the trade date i.e. the date that the
Group commits to purchase or to sell the asset. Regular way purchases or sales are purchases or sales of
financial assets that require delivery of assets within the time frame generally established by regulation or
convention in the market place.
The Group documents formally, at the inception of the transaction, the relationship between hedging
instruments and hedged items, as well as its risk management objective and strategy for undertaking various
hedge transactions. This documentation includes the identification of description of hedging instruments,
hedged item, and nature of the risk being hedged and how the Group will assess the hedging instrument’s
effectiveness in offsetting the exposure to changes in the hedged item’s cash flows attributable to the hedged
risk. The instalment and principal repayment terms of the hedging instruments which the Group has entered into,
are in line with the instalment and principal repayments of hedged items.
The hedge effectiveness is assessed on an ongoing basis at each financial reporting period and the effectiveness
of the hedging transaction in the equalization of hedged risk and attributable to cash flow changes
demonstrates the consistency with the documented risk management strategy attributable to financial risk
hedge relationship. The hedge effectiveness is assessed on an ongoing basis at each financial reporting period
and the effectiveness of the hedging transaction in the equalization of hedged risk and attributable to cash flow
changes demonstrates the consistency with the documented risk management strategy attributable to financial
risk hedge relationship.
Provisions, contingent liabilities and assets
Provisions
Provisions are recognized when the entity has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of
money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and, where appropriate, the risks specific to the
liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as an
interest expense.
Contingent liabilities and assets
Contingent liabilities are not recognized in the financial statements. They are disclosed only, unless the possibility
of an outflow of resources embodying economic benefits is probable. A contingent asset is not recognized in the
financial statements but disclosed when an inflow of economic benefits is probable.
Gift cheques
Gift cheques are recorded as other short term payables at the given date to the client and reflect to consolidated
income statement when they are used in stores for sales.
86
Leases
Operating leases
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified
as operating leases. Operating lease payments are recognized as an expense (after deducting incentives from
lessor) in the income statement on a straight-line basis over the lease term.
Related parties
(a)
A person or a close member of that person’s family is related to a reporting entity if that person:
(i)
(ii)
(iii)
has control or joint control over the reporting entity;
has significant influence over the reporting entity;
a member of the key management personnel of the reporting entity or of a parent of the reporting entity
b)
An entity is related to a reporting entity if any of the following conditions applies:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
The entity and the reporting entity are members of the same group
One entity is an associate or joint venture of the other entity (or an associate or joint venture of a
member of a group of which the other entity is a member).
Both entities are joint ventures of the same third party.
One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.
The entity is controlled or jointly controlled by a person identified in (a).
(a) person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
A related party transaction is a transfer of resources, services or obligations between a reporting entity and a
related party, regardless of whether a price is charged.
Revenue recognition
Revenue is recognized when it is probable that the economic benefits associated with the transaction will flow to
the enterprise and the amount of the revenue can be measured reliably. Revenue is recognized net of discounts
and Value Added Tax (VAT). In order to recognize revenue the below criteria should be met.
Sale of goods
Revenue is recognized when the risk and reward of the goods sold have been transferred to the buyer, it is
probable that economic benefits associated with the sale will flow to the enterprise and the amount of revenue
can be measured reliably. For the retail sales it is accepted that the significant risk and reward related to the
ownership have passed to the buyer in case the customer has not been satisfied and complete refund has been
guaranteed. For the same transaction, revenue and expenses have been reflected to the financial statements,
simultaneously.
87
In cases of where cash or cash equivalents are received in return of a sale, revenue equals to the amount of these
cash or cash equivalents. However, a large portion of the sales of the Group is realized via credit card and the fair
value of the sale is computed by amortizing receivables to their present value. In determination of present value
of the receivables, interest rate that amortizes nominal value of sales to cash selling price of the corresponding
good or service. The difference between the nominal value of the sales and the computed fair value is reflected
as term difference income in other operating income.
Net sales consist of invoiced sales amount less discounts, returns, sales taxes and VAT.
Customer royalty program
Group provides an implementation of Customer Royalty Program named “YKM Card” for its members. The
customers with YKM Card collect bonus points upon the shopping they perform and able to use them in the
subsequent purchases with the extent of Customer Royalty Program.Each Bonus point equals to TRY 1. Collected
bonus points validation is limited with the year end of the collection date of bonus points. Within the framework
of the IFRIC13; “Customer Royalty Programs”, liability amount for unused points calculations related with the
article is calculated with the usage rates obtained according to the previous years’ statistical data.
Interest
Interest income for the amortized and interest included financial assets is calculated by effective interest method
and reflected to financial statements.
Earnings per share
Basic earnings per share (EPS) are calculated by dividing the net profit for the period by the weighted average
number of shares that have been outstanding during the period. The weighted average number of shares
outstanding during the year has been adjusted in respect of free shares issued without corresponding increase in
resources.
Subsequent events
Post year-end events that provide additional information about the Group’s position at the balance sheet date
(adjusting events), are reflected in the consolidated financial statements. Post-year-end events that are not
adjusting events are disclosed in the notes when material.
Segment reporting
The Group has two business segments determined by the management based on information available for the
evaluation of performances and the allocation of resources. The main operation of the Group is retailing and the
goods are segmented as clothing and non-clothing These segments are managed separately because they are
affected by the economical conditions and geographical positions in terms of risks and returns.
Operating segments are reported in a manner consistent with the reporting provided to the Group’s chief
operating decision-maker. The Group’s chief operating decision-maker is responsible for allocating resources and
assessing performance of the operating segments.
For an operating segment to be identified as a reportable segment, its reported revenue, including both sales
to external customers and intersegment sales or transfers, is 10% or more of the combined revenue, internal and
external, of all operating segments; the absolute amount of its profit or loss is 10% or more of the combined
profit or loss or its assets are 10% or more of the combined assets of all operating segments.
Operating segments that do not meet any of the quantitative thresholds may be considered reportable, and
separately disclosed, if the management believes that information about the segment would be useful to users of
the financial statements. Boyner Büyük Mağazacılık A.Ş. Annual Report 2013
88
2.6 Significant accounting judgments, estimates and assumptions
The preparation of consolidated financial statements in accordance with CMB standards, require the Group’s
management to make judgments, estimates and assumptions that affect certain reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting year. Actual results could differ from those
judgments, estimates and assumptions. Those judgments, estimates and assumptions are reviewed periodically,
and as adjustments become necessary, they are reported in earnings in the periods in which they become known.
Significant judgments, estimates and assumptions used in the preparation of these financial statements are
presented in the related disclosures:
a) The liability of defined benefit plans is determined using actuarial valuations which involve making assumptions about discount rates, future salary increases and employee turnover. Due to the long-term nature
of these plans, such estimates are subject to significant uncertainty. Further details about the assumptions
used are disclosed in Note 24.
b) The allowance for doubtful receivables is an estimated amount that management believes to be adequate to
absorb possible future losses on existing receivables that may become uncollectible due to current economic
conditions and inherent risks in the receivables. When evaluating the impairment of the receivables, credibility
and prior performance of the other debtors in the market, performance of related assets from the balance
sheet date to the report issue date, re-negotiated terms and received pledges and mortgages are also
considered. As of related balance sheet date, doubtful receivable allowance is presented in Note 10.
c) Group management has made certain important assumptions based on experiences of their technical
personnel in determining the useful economic life of the tangible and intangible assets (Note 18-19).
d) In determination of the provision for inventories, Group analyzes physical condition and the aging of the
inventories. In determination of the net realizable value of the inventories, listed sales prices and data of
average discount rates during the year are taken into account. (Note 13).
e) Cash flows realized from intangible assets and acquisitions are evaluated and no impairment of intangible
assets and goodwill is projected by the Group management.
f) Group management accounts for the gift cheques and return receipt vouchers in income statement when
they are used. Cheques and vouchers unused for the last three years (2011 and before), are accounted for as
income as the likelihood of their being used is estimated to be very low (Note 14).
g) Deferred income tax assets are recognized for all deductible temporary differences, and unused tax losses,
to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, and unused tax losses can be utilized. Significant estimations and assessments are made
regarding the future taxable income when the deferred tax assets are accounted for (Note 35).
89
3. BUSINESS COMBINATIONS
On 7 September 2012, Boyner acquired 63% of the shares of YKM A.Ş. , a company operating in the retail sector,
and acquired directly 20,62% of shares of YKM Pazarlama A.Ş., a subsidiary of YKM A.Ş., with the rate of 56,25%.
The Group paid TRY 166.652.295 for this transaction. Boyner also acquired 50% of 16 brands’ rights, including
YKM brand, from Lale Guven Tuglu as part of “Company Purchase Agreement” for a consideration of TRY
10.028.509 which the total value was determined as TRY 20.057.019. Since the concerned brands are registered
by individuals and the Group acquired those from the related individuals; these transactions were considered
outside the scope of business combination and accounted for as asset acquisition (Note 19). As a result of these
transactions, Boyner has paid TRY 176,680,804 in total.
The Group aims to both continue its organic growth in the market and accomplish its strategy of fast growth by
delivering service to different customer segments in various locations.
The Group applied acquisition accounting for YKM A.Ş. and YKM Pazarlama A.Ş. as subsidiaries in line with
TFRS 3 “Business Combinations” standard. The determination of the fair values of acquired identifiable assets
and liabilities were completed in the previously published nine-month interim financial statements as at 30
September 2013 and for the nine months period then ended. These temporary amounts are restated in the
accompanying financial statements.
7 September 2012
Consolidated
YKM A.Ş. - YKM
Pazarlama A.Ş. Restatements (*)
Trade receivables
Other receivables
Inventories
Tangible assets
Intangible assets
Trade payables
Other liabilities
Provision for employee Benefits
Other long-term liabilities
Total net assets
Acquired net assets ( A ) (*)
Non-controlling interests net
assets (*)
Cash part of total cost ( B )
Payable for acquisition ( C )
Purchased cash and cash
equivalents ( D )
Total paid net cash ( B+C+D)
Goodwill ( A+B+C)
Restated
YKM A.Ş. - YKM
Pazarlama A.Ş
consolidated
YKM A.Ş.-YKM
Restatements Pazarlama A.Ş.
of final fair
consolidated
value final fair value
1.006.866
70.456.412
365.337
65.793.761
6.474.636
28.905.952
1.079.345
6.413.579
2.711
(12.391.037)
(158.954.617)
(8.417.520)
(3.021.986)
(413.073)
-
1.134.944
(226.989)
-
1.006.866
70.456.412
365.337
66.928.705
6.474.636
28.905.952
1.079.345
5.916.590
2.711
(12.391.037)
(158.954.617)
(8.417.520)
(3.021.986)
(413.073)
-
(5.129.256)
20.469.773
85.912.954
394.833
(20.883.327)
1.006.866
65.327.156
365.337
66.928.705
6.474.636
49.375.725
86.992.299
6.311.423
2.711
(12.391.037)
(158.954.617)
(8.417.520)
(3.021.986)
(413.073)
(20.883.327)
(2.969.634)
907.955
(2.061.679)
80.764.977
78.703.298
55.901.250
22.802.048
(31.943.218)
(130.000.000)
1.006.866
(160.936.352)
(106.041.968)
(*) Restatements represent adjustments to carrying value of provision for impairment of inventory in balance sheet as of final fair value of YKM
A.Ş and YKM Pazarlama A.Ş. at 7 September 2013.
(**) Since YKM Pazarlama A.Ş.’s 20,62 % of shares are purchased directly, the amount of acquired net assets and non-controlling interest cannot be reached by multiplying ownership share and total net assets amount. Boyner Büyük Mağazacılık A.Ş. Annual Report 2013
90
3. BUSINESS COMBINATIONS (Continued)
Although the Group has paid TRY 166.652.295 for the acquisitions of subsidiaries at first place; amount paid for
the acquisition changed in favor of the Group with respect to adjustments in post-acquisition period regarding
the determination of enterprise value as per “Closing Memorandum” issued as at 7 September 2012. In this
context, TRY 4.709.077 has been repaid to the Group. The goodwill amount was recalculated as TRY 106.041.968
as of 31 December 2013 as a result of the adjustments made to the temporary fair values of the tangible fixed
assets of YKM A.Ş. and YKM Pazarlama A.Ş. and the payments made to the sellers in accordance with the
agreement.
a) Share purchasing for affiliates
The Group acquired 37% of the shares of YKM A.Ş. and 23,13% of the shares of YKM Pazarlama A.Ş. from the
non- controlling interests and the remaining shares of the brand of which 50% has already been acquired. The
Group provided notes payables of TRY 100.000.000 in total for these transactions which have maturity terms
between January 2014 – April 2017. The net present value of the acquisition cost of shares from non-controlling
interest is TRY72.049.276. As a result of these transactions, the negative difference of TRY56.878.535 between
the acquisition cost of the shares and the cost of assets at the rate of the acquired share of the Group has been
recognised within the equity under transactions with non-controlling interests. With this acquisition, Boyner
became the owner, directly and indirectly, of all shares of YKM A.Ş. and YKM Pazarlama A.Ş..
Dispersion of change in equity on shareholders
Value of acquired non- controlling interests
Amount paid to non-controlling interests
31 December 2013
15.170.741
(72.049.276)
31 December 2012
-
(56.878.535)
-
Net equity effect
4. INTEREST IN OTHER ENTITIES
None (31 December 2012 - None).
5. SEGMENT REPORTING
The main operation of the Group is retail and the goods sold are segmented as clothing and non-clothing.
Segmentation cannot be made on geographical basis due to the fact that nearly all of the sales are domestic.
Group monitors and manages their performance according to gross profit rates. Gross profit rates of the Group
are consistent with the consolidated income statement. Group does not follow its asset and liabilities per
segments separately.
Units
Net sales
Cost of
goods sold
1 January Gross profit
31 December 2013
% Profitability
Clothing
Non-Clothing
22.939.806
6.027.251
1.194.222.557
221.436.681
729.680.752
145.863.427
464.541.805
75.573.254
38,90%
34,13%
Total
28.967.057
1.415.659.238
875.544.179
540.115.059
38,15%
Units
Net sales
Cost of
goods sold
1 January Gross profit
31 December 2012
% Profitability
15.301.297
4.279.196
774.842.882
160.248.098
480.674.559
105.639.077
294.168.323
54.609.021
37,96%
34,08%
19.580.493
935.090.980
586.313.636
348.777.344
37,30%
Clothing
Non-Clothing
Total
91
6. CASH AND CASH EQUIVALENTS
31 December 2013
31 December 2012
Cash on hand
Cash at banks
-Time deposits
-Demand deposits
Credit cards receipts
2.767.949
2.275.978
18.291.920
1.380.108
190.653.745
4.312.634
134.456.371
Total
213.093.722
141.044.983
As of 31 December 2013 time deposits represent overnights with interest rates between 6.90% - 7.00%. Group
has no blocked deposits (31 December 2012: None).
As of 31 December 2013, the alienation on credit card receivables is TRY 10.214.571 (31 December 2012: None).
As of 31 December 2013, the total amount of insurance on cash and cash equivalents is TRY 73.457.896
(31 December 2012: TRY 63.000.000).
As of 31 December 2013 maturities of cash and cash equivalents are as follows;
Up to 30 days
Between 30 - 90 days
31 December 2013
31 December 2012
137.127.087
75.966.635
50.173.529
90.871.454
213.093.722
141.044.983
7. FINANCIAL ASSETS
None (31 December 2012: None).
8. FINANCIAL LIABILITIES
a. Short term financial liabilities
Bank loans
Unsecured bank loans (*)
Currency
Effective
interest rate
Maturity
31 December 2013
Balance
TRY
-
Rotative
3.412.269
3.412.269
(*) As of 31 December 2013, all of the unsecured bank loans represent interest free loans utilised for SGK payments.
Unsecured bank loans (**)
Currency
Effective
interest rate
Maturity
31 December 2012
Balance
TRY
8%-10,50%
Rotative
30.099.310
30.099.310
(**) As of 31 December 2012, TRY 2,690,200 of unsecured bank loans represent interest free loans used for social security payments.
92
8. FINANCIAL LIABILITIES (Continued)
b. Current portion of long term borrowings
Current portion of long term bonds
Current portion of long term financial liabilities
31 December 2013
31 December 2012
25.031.199
71.613.880
11.280.256
31.177.289
96.645.079
42.457.545
As of 31 December 2013 as part of general loan agreement guarantees, collateral and mortgages given for
financial liabilities are TRY 72.487.901 (31 December 2012: TRY 61.736.000).
c. Long term financial liabilities
Issued marketable securities
Issued bonds
Long-term bonds
31 December 2013
31 December 2012
174.352.310
88.748.566
174.352.310
88.748.566
As of 31 December 2013 Group has issued bonds amounting to TRY 200,000,000. Bonds details are as follows;
(TRSCRSIA1516) Consecutive to registering Capital Market Board, consists of TRY 100,000,000 nominal value on
6 November 2012, with a maturity of 36 months, monthly interest payment, principal payment on the maturity
date, benchmark Government Debt Securities + 4,50% interest rate bond. As of 31 December 2013 annual
accumulated interest rate is determined as 13,77%.
(TRSCRSIA1615) Consecutive to registering Capital Market Board, consists of TRY 100,000,000 nominal value on
6 November 2012, with a maturity of 36 months, once every three month interest payment, principal payment
on the maturity date, benchmark Government Debt Securities + 5% interest rate bond. As of 31 December 2013
annual accumulated interest rate is determined as 14,66%.
Bank loans
Secured credits (*)
Currency
Effective interest rate
Maturity
31 December 2013
TRY
9,59% - 12,06%
7 March 2015 7 September 2016
92.824.846
92.824.846
Secured credits
Currency
Effective interest rate
Maturity
31 December 2012
TRY
8% - 10,50%
7 March 2014 7 September 2016
101.598.461
101.598.461
(*) Redemption schedule of long term bank loan related with YKM A.Ş. acquisition was updated in January 2014. Had it been updated in 2013,
repayment amount of TRY 30 Million paid by the Group in long term would be reclassified to current portion of long term financials liabilities.
93
8. FINANCIAL LIABILITIES (Continued)
As of 31 December 2013 and 31 December 2012, the redemption schedule of the long term financial liabilities is as
follows:
2014
2015
2016
31 December 2013
31 December 2012
62.637.470
30.187.376
40.998.815
33.489.997
27.109.649
92.824.846
101.598.461
There are some conditions of contracts about loans used by the Company amounting to TRY 102.142.857 at
31 December 2013. These conditions related to consolidated financial statements of Boyner (2012: solo) are as
follows:
a) Ratio of income before interest, depreciation and amortization and tax to debt service will be calculated as
of 30 April 2014. That ratio should be minimum 1,05 for the year 2013, 1,25 for the year 2014 and 1,75 for every
and each repayment date at and following 31 December 2014 and,
b) Ratio of net debt to income before interest, tax, depreciation and amortization will not exceed 2,5 for the year
2012 ;2 for the year 2013 and 1,5 for each year at and following 31 December 2013 until the final repayment
date. It has been complied with the ratio of 2,0 and 2,5 for the years 2013 and 2012, respectively.
9. OTHER FINANCIAL LIABILITIES
10. Trade receivables and payables
Trade receivables
31 December 2013
31 December 2012
Trade receivables
Due from related parties, net (Not 37)
Post-dated cheques and notes receivable
12.085.082
6.155.149
117.370
66.512.679
4.092.541
1.583.044
Doubtful receivables
19.002.924
20.343.533
(19.002.924)
(185.693)
(20.343.533)
(1.021.433)
18.171.908
71.166.831
Provision for doubtful receivables (-)
Unearned credit finance income
The Group’s average collection period is 54 days (31 December 2012: 56 days). Average collection period
calculation includes all credit cards receivables.
94
10. Trade receivables and payables (Continued)
Group provides reserve for doubtful trade receivables on customer basis. Provisions include the amount of
receivable which will not be collected from the customers or the non-realizable portion of guarantees obtained
against these receivables. The movement of allowance for doubtful receivables in period is as follows:
31 December 2013
31 December 2012
Beginning of period
Acquisition
Charge for the period
Collections in the period
Written off in the period (*)
20.343.533
838.745
(765.624)
(1.413.730)
380.642
19.501.916
673.395
(212.420)
-
Ending of period
19.002.924
20.343.533
31 December 2013
31 December 2012
265.389
18.737.535
5.129.255
15.214.278
19.002.924
20.343.533
31 December 2013
31 December 2012
48.513.290
36.790.702
12.425.000
47.130.669
15.365.029
12.465.000
97.728.992
74.960.698
31 December 2013
31 December 2012
272.593.646
40.174.568
196.392.243
2.059.970
237.678.943
20.206.185
149.567.834
2.875.052
511.220.427
410.328.014
(8.701.642)
(4.755.789)
502.518.785
405.572.225
(*) Related to doubtful receivables that will not be collected and which are deleted from the accounts.
Aging of provision for doubtful receivables is as follows:
Up to 6 months
More than 6 months
The Group held the following collaterals for trade receivables:
Notes of guarantees
Letters of guarantees
Mortgages
Trade payables
Trade payables, net
Due to related parties, net (Not 37)
Notes payable, net
Other trade payables
Unearned credit finance expense
As of 31 December 2013, the Group’s average payment period is 176 days (31 December 2012: 167 days).
95
11. OTHER RECEIVABLES AND PAYABLES
Other current receivable
Due from personnel
Other receivables
Due from related parties-other (*) (Not 37)
Deposits and guarantees given
Other receivables related to acquisition
Other non-current receivables
Due from related parties-other non-current (*) (Not 37)
Deposits and guarantees given
31 December 2013
31 December 2012
53.868
386.069
49.855.322
50.295.259
68.624
180.807
276.059
4.709.077
5.234.567
31 December 2013
31 December 2012
25.263.158
1.108.523
567.185
26.371.681
567.185
(*) As of 31 December 2013, other receivables from related parties represent receivables from Altınyıldız A.Ş. with an interest rate of 13,55%. The
maturities of short and long term receivables are 29 December 2014 and 28 June 2015, respectively.
Short term other payables
Other payables (**)
Deposits and guarantees received
Long term other payables
Other payables (**)
31 December 2013
31 December 2012
19.880.229
4.951
3.916
19.885.180
3.916
31 December 2013
31 December 2012
60.018.270
-
60.018.270
-
(**) Other payables, represent notes payables regarding acquisition of shares of YKM A.Ş. and YKM Pazarlama A.Ş. on 22 October 2013. The
maturity of long term payables is 3 April 2017.
12. DERIVATIVE INSTRUMENTS
96
13. INVENTORIES
31 December 2013
31 December 2012
363.335.780
2.612.694
2.046.347
(1.484.991)
(4.045.401)
264.131.421
162.313
1.626.840
(920.000)
(5.629.087)
362.464.429
259.371.487
Trade goods
Auxiliary materials
Goods in transit
Stocktaking differences (-)
Provision for impairment of inventory (-)
As of 31 December 2013, the total amount of insurance on inventories is TRY 632.000.000. (31 December 2012:
TRY 537.623.534).
The movement of provision for impairment of inventory is as follows:
Provision for impairment of inventory
1 January 2013
Provision
for the period
Provision
released
31 December 2013
(5.629.087)
(1.082.092)
2.665.778
(4.045.401)
(5.629.087)
1 January 2012
-
(4.045.401)
Provision
Acquisition for the period
(6.094.361)
465.274
-
31 December 2013
(5.629.087)
(5.629.087)
14. PREPAID EXPENSES AND DEFERRED REVENUE
Prepaid expenses
Current prepaid expenses
Advances given for inventories
Prepaid other expenses (*)
Prepaid insurance expenses
Prepaid rent expenses
31 December 2013 31 December 2012
4.236.274
1.858.692
1.031.723
47.133
7.409.483
871.514
747.276
2.795.582
7.173.822
11.823.855
(*) Prepaid other expenses mainly consist of subscription expenses, gift card discounts and royalty expenses of songs played in the stores.
97
14. PREPAID EXPENSES AND DEFERRED REVENUE (contunied)
Non – current prepaid expenses
As of 31 December 2013, the Group has long term prepaid expenses amounting to TRY 351.900 (31 December
2012: TRY 364.457).
Deferred revenue
Short-term deferred revenue
31 December 2013
31 December 2012
11.260.980
5.875.647
1.134.474
163.338
10.033.491
5.889.336
582.480
563.542
18.434.439
17.068.849
Gift cards in circulation
Goods return certificates
Advances received
Other
Long-term deferred revenue
As of 31 December 2013, Group has no long term deferred income (31 December 2012: 410.506 TL).
15. CONSTRUCTION CONTRACTS
16. INVESTMENT VALUED WITH EQUITY METHOD
17. INVESTMENT PROPERTIES
18. PROPERTY, PLANT AND EQUIPMENT
Cost
Land
Buildings
Machinery and equipment
Furniture and fixture
Vehicles
Construction in progress
Accumulated depreciation
Buildings
Vehicles
Net book value
1 January 2013
Additions
Disposals
Transfers 31 December 2013
62.934
2.186.346
2.363.126
87.680.498
434.211
128.659.877
181.606
12.890.624
14.499.638
2.426.558
(2.186.346)
(1.490.224)
(93.000)
(1.610.351)
-
1.297.925
645.443
(1.965.927)
62.934
2.363.126
100.378.823
341.211
142.194.607
642.237
221.568.598
29.816.820
(5.379.921)
(22.559)
245.982.938
17.775
2.363.126
38.230.159
61.531
56.835.047
17.776
12.719.014
77.588
11.034.823
(35.551)
(441.903)
(20.733)
(1.382.645)
-
2.363.126
50.507.270
118.386
66.487.225
97.507.638
23.849.201
(1.880.832)
-
119.476.007
124.060.960
126.506.931
As of 31 December 2013 total insurance coverage on property, plant and equipment amounts to TRY
261.025.000.
98
18. PROPERTY, PLANT AND EQUIPMENT (Continued)
1 January 2012
Final
fair value
adjustment
Additions
Disposals
Transfers
31 December
2012
3.648.175
52.564.354
162.386
89.814.031
885.951
62.934
2.186.346
21.571.868
224.476
25.312.523
17.579
12.075.397
262.736
19.502.163
3.413.386
(1.285.049)
(818.609)
(215.386)
(7.743.943)
-
2.287.258
1.775.103
(4.135.311)
62.934
2.186.346
2.363.126
87.680.498
434.211
128.659.877
181.606
49.375.725 35.253.682 (10.062.988)
(72.949)
221.568.598
Cost
Land
Buildings
Vehicles
Construction in progress
147.074.897
Buildings
Vehicles
Net book value
3.648.175
30.625.724
148.853
53.887.686
-
17.775
- (1.285.049)
8.085.117
(480.681)
70.857
(158.180)
8.950.920 (6.003.559)
-
17.775
2.363.126
38.230.159
61.531
56.835.047
88.310.438
-
17.124.679
-
97.507.638
(7.927.469)
58.764.459
124.060.960
As of 31 December 2012 total insurance coverage on property, plant and equipment amounts to
TRY 204.389.448.
Allocation of depreciation expense is disclosed in Note 30.
The Company does not have any assets obtained through leasing. (31 December 2012: None).
As of 31 December 2013, as part of the commercial pledge given related with the loan received amounting to
TRY 130 Million, TRY 58.431.770 of mortgage exists on YKM Pazarlama A.Ş. and YKM A.Ş.’s tangible assets
(31 December 2012: 63.652.599).
99
19. INTANGIBLE ASSETS
1 January 2013
Additions
Disposals
Transfers
31 December
2013
48.085.884
67.109.935
19.218.067
13.406.554
8.032.926
1.148.510
(110.708)
(107.849)
22.559
56.008.102
67.109.935
19.218.067
14.469.774
147.820.440
9.181.436
(218.557)
22.559
156.805.878
13.125.635
2.236.998
427.068
12.458.326
3.833.949
6.710.993
1.281.204
722.883
(31.152)
(107.849)
-
16.928.432
8.947.991
1.708.272
13.073.360
28.248.027
12.549.029
(139.001)
-
40.658.055
Cost
Rights
Favorable rent contracts
Franchise network
Computer programs
Rights
Franchise network
Computer programs
Net book value
119.572.413
116.147.823
1 January 2012
Final
fair value
adjustment
Additions
Disposals
Transfers
31 December
2012
37.173.719
12.884.894
664.297
67.109.935
19.218.067
-
10.247.868
448.711
-
72.949
48.085.884
67.109.935
19.218.067
13.406.554
50.058.613
86.992.299
10.696.579
-
72.949
147.820.440
9.357.462
11.945.735
3.768.173
2.236.998
427.068
512.591
-
-
-
13.125.635
2.236.998
427.068
12.458.326
21.303.197
6.944.830
-
-
-
28.248.027
Cost
Rights
Franchise network
Computer programs
Rights
Franchise network
Computer programs
Net book value
28.755.416
119.572.413
Allocation of depreciation expense is disclosed in Note 30.
100
20. GOODWILL
The Group applied acquisition accounting for YKM A.Ş. and YKM Pazarlama A.Ş. as subsidiaries in line with
IFRS 3 “Business Combinations” standard (Note 3). The determination of the fair values of acquired identifiable
assets and liabilities is finalized as of 31 December 2013 and temporary fair value amounts are restated in the
accompanying financial statements.
21. GOVERNMENT GRANTS
22. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES
31 December 2013
31 December 2012
2.294.362
-
1.395.440
273.239
2.294.362
1.668.679
Provisions for litigation
Provisions for sales returns
The movement of short term provisions in period is as follows:
1 December 2013
Charge/ (release)
for the period
Payments
in the period
31 December
2013
1.395.440
273.239
1.116.422
-
(217.500)
(273.239)
2.294.362
-
1.668.679
1.116.422
(490.739)
2.294.362
1 January 2012
Acquisition
Charge
for the period
Payments
in the period
31 December
2012
56.598
-
1.151.842
281.725
187.000
-
(8.486)
1.395.440
273.239
56.598
1.433.567
187.000
(8.486)
1.668.679
Other
Other
Letter of guarantees
31 December 2013 31 December 2012
Pledges, liens and mortgages given by the Group (PLM)’s
A. Total amount of PLM’s which company gives on behalf of its
own legal entity
B. Total amount of PLM’s which Group gives on behalf of associates that
are included to full consolidation
C. Total amount of PLM’s which Group gives on behalf of third parties to
conduct business activities
D. Total amount of other PLM’s which are given
i. On behalf of main partner
ii. Other Group Companies which are not included item B or C
iii. Third parties which are not covered by item C
Total
81.798.517
84.626.146
697.334
-
2.500.000
-
2.500.000
-
-
-
84.995.851
87.126.146
Percentage of PLM’s given by the Company to the Company’s equities is nill as of 31 December 2013 (nill as of
31 December 2012).
101
22. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (Continued)
Legal issues
There are several outstanding lawsuits in favor of or against the Company. Significant portion of these cases are
business lawsuits. The Company management evaluates the probable results and financial effects of these cases
and accounts for necessary provisions per each reporting period. As of 31 December 2013 the provision amount
equals to TRY 2.294.362 (31 December 2012: TRY 1.395.440).
With respect to the acquisition of YKM A.Ş. on 7 September 2012, there were ongoing lawsuits regarding
the prevention of the transfer and the registration of the trademark, the determination of the trademark
infringement, the determination of the pre-emption rights regarding the shares of the company, the nullity of
the share transfer and re-employment, initiated by the minority shareholders. In accordance with share purchase
agreement on 22 October 2013, minority shareholders has been transferred shares and waived from legal cases.
Premiums received
According to a protocol signed with a bank, until 1 July 2014, the Company is committed to make the salary
payments of the employees through this bank. According to this protocol, if the Company terminates this
protocol before the due date, it declares to repay the amount paid by the bank together with the legal interest
calculated from the starting date of the protocol until the due date, in cash, as soon as the first written
notification from the bank is received.
23. COMMITMENTS
Operational lease commitments
As of 31 December 2013 and 2012, yearly lease liabilities related with stores, which are non-cancellable over one
year maturity and not included in the Group’s consolidated financial statements, are as follows:
Operational leasing of stores commitments
Payable within one year
Payable within 1-5 years
31 December 2013
31 December 2012
50.520.888
-
39.877.286
46.423
50.520.888
39.923.709
31 December 2013
31 December 2012
1.169.212
1.680.695
1.169.212
1.680.695
1.250.134
1.346.318
1.250.134
1.346.318
Operational leasing of offices commitments
Payable within year
Operational leasing of vehicles commitments
Payable within year
102
23. COMMITMENTS (Continued)
Minimum operational lease income in the future
As of 31 December 2013 and 31 December 2012, yearly lease payments liabilities related with stores, which are
non-cancellable and not included in the Group’s consolidated financial statements, are as follows:
31 December 2013
31 December 2012
7.446.519
33.202.799
9.153.985
6.872.875
31.816.952
17.986.351
49.803.303
56.676.178 Within 1 year
Between 1-5 years
More than 5 years
24. EMPLOYEE BENEFITS
a) Short - term
31 December 2013
31 December 2012
6.066.946
3.377.122
5.806.850
2.923.936
9.444.068
8.730.786
31 December 2013
31 December 2012
1.370.563
-
1.137.658
2.773.866
1.370.563
3.911.524
Payables to personnel
Social security premiums
Short term provision for employee benefits
Unused vacation liability
As of 31 December 2013 and 2012 the movement of the unused vacation provision and provision for employment
termination benefits are as follow:
Charge
1 January 2013 for the period
Payments
31 December 2013
1.137.658
2.773.866
707.797
-
(474.892)
(2.773.866)
1.370.563
-
3.911.524
707.797
(3.248.758)
1.370.563
1 January 2012
Acquisitions
Payments
31 December 2012
-
1.536.222
2.773.866
(398.564)
-
1.137.658
2.773.866
-
4.310.088
(398.564)
3.911.524
103
24. EMPLOYEE BENEFITS (Continued)
b) Long term
Retirement benefit obligation
31 December 2013
31 December 2012
5.845.788
4.878.799
5.845.788
4.878.799
In accordance with existing social legislation, Group is required to make lump-sum payments to employees
whose employment is terminated due to retirement or for reasons other than resignation or misconduct. Such
payments are calculated on the basis of 30 days’ pay and limited to a maximum historical TRY 3.438
(31 December 2012 - TRY 3.033) at 31 December 2013.
In the financial statements, Group management accounted for a liability calculated in accordance with IAS
19 (employee benefits) and based upon factors derived using their experience of personnel terminating their
services and being eligible to receive retirement pay and discounted by using the current market yield at
the balance sheet date on government bonds. All actuary gain and losses are recognized in consolidated
comprehensive income statement.
Accordingly, the principal actuarial assumptions used as of 31 December 2013 and 31 December 2012 are as
follows:
Discount rate
Expected rate of salary/limit increases
31 December 2013
31 December 2012
9,80%
6,00%
8,75%
5,00%
The movements of provision for employment termination benefits in the period are as follows:
1 January 31 December 2013
Beginning of the period
Service costs
Interest cost
Payments made during the period
Gain or loss on measurement
4.878.799
1.201.124
531.491
(3.610.515)
2.844.889
2.873.296
1.485.764
1.046.504
(2.050.893)
1.524.128
Ending of the period
5.845.788
4.878.799
Increase
Decrease
586.308
(707.172)
586.308
(707.172)
Increase
Decrease
727.559
(610.618)
727.559
(610.618)
Impact of 1 % change of discount rates used is as follows:
Impact for charge for the year 2013
Impact of 1 % change of salary increases is as follows:
Impact for charge for the year 2013
104
25. IMPAIRMENT OF ASSETS
31 December 2013
31 December 2012
(19.002.924)
(4.045.401)
(20.343.533)
(5.629.087)
(23.048.325)
(25.972.620)
31 December 2013
31 December 2012
38.490.923
236.277
131.865
312.708
15.664.004
220.747
25.506
409.796
39.171.773
16.320.053
31 December 2013
31 December 2012
3.403.203
139.520
3.651.807
16.172
3.542.723
3.667.979
26. OTHER ASSETS AND LIABILITIES
The details of the other current assets are as follows:
Recoverable value added taxes
Job advances
Income accruals
Other miscellaneous current assets
The detail of other current liabilities is as below:
Taxes and funds payable
Other
27. EQUITY
a. Paid-in capital
As of 31 December 2013 and 2012 the share capital of the Group constitutes of 9,207,000,000 unit (lot) shares
which is issued and Kr 1 value per each. The detail of shareholder structure of the Group is summarized in Note 1.
b. Shares premium
The Group has share premium in the amount of TRY 227.203 in relation to the share capital increases in the past
years.
c. Restricted reserves
As of 31 December 2013 and 2012, the Company has legal reserves amounting to TRY 232.884.
d. Retained earnings
The legal reserves consist of first and second legal reserves, in accordance with the Turkish Commercial Code
(TCC). The Turkish Commercial Code (TCC) stipulates that the first legal reserve is appropriated out of net
profits at the rate of 5% per annum, until the total reserve reaches %20 of the Company’s historical paid-in share
capital. The second legal reserve is appropriated at the rate of 10% per annum of all cash distributions in excess
of 5% of the historical paid-in share capital. According to TCC, the legal reserves are only available to net-off
losses unless they exceed 50% of the historical paid-in share capital otherwise they are not allowed to be used
for other purposes.
105
27. EQUITY (Continued)
Listed companies are subject to dividend requirements regulated by the CMB as follows:
In accordance with the Capital Market Board Communiqué IV, Nr: 27, article 5th, in the listed companies, the
first dividend shall not be below %20 of the distributable profit deducted the accumulated losses Based on
their decisions taken in the ordinary general boards, listed joint-stock companies have their right to distribute
dividends in cash, in share certificates, in partial distribution within cash or share certificates while retaining a
portion in the partnership.
Based on the decision of CMB, distributable profit-calculated upon the regulations of CMB related with the
dividend distribution- shall be fully distributed if the amount is adequate to be provided by the distributable
profits with respect to the statutory books, otherwise, all of the net distributable amount in the statutory books
shall be distributed. No profit distribution shall be made in the case of tax loss is met in either local books or the
financial statements prepared in accordance with CMB regulations..
Based on the decision of CMB dated 27 January 2010, it is decided not to determine any minimum dividend
payment distribution requirement for publicly held companies.
Inflation adjustments to issued capital and historical amount of extraordinary reserves can be used for in kind
capital increase, dividend distribution in cash or the net loss deduction. In case inflation adjustment to issued
capital is used as dividend distribution in cash, it is subject to corporation tax..
As of 31 December 2013 and 31 December 2012, reserves, prior year losses and current year gain/ (loss) in the
statutory accounts of Boyner are as follows:
Paid in share capital
Share premium
Legal reserve
Extraordinary reserves
Accumulated loss, net
31 December 2013
31 December 2012
92.070.000
227.203
232.884
902.007
(5.780.433)
37.943.568
92.070.000
227.203
232.884
902.007
(13.783.018)
8.002.585
e. Other comprehensive income not to be reclassified to profit or loss
Revaluation funds that will not be reclassified to income statement and directly transferred to equity as follows:
Gain/loss on revaluation and reclassification
Provision for employment termination benefits - actuarial gain/(loss)
31 December 2013
31 December 2012
(3.918.162)
(1.642.251)
(3.918.162)
(1.642.251)
The movement of revaluation funds was presented in comprehensive income statement and change in equity
statement.
Provision for employment termination benefits actuarial gain / loss fund
The amendment in IAS-19 “Employee Benefits” does not permit the actuarial gain /loss considered in the
calculation of provision for employment termination benefits to be accounted for under the statement of income.
The gains and losses arising from the changes in the actuarial assumptions have been accounted for by “Gain/
loss on Revaluation and Reclassification” under the equity.
The fund of actuarial gains/ (losses) regarding the employment termination benefits is not reclassified under
profit and loss.
106
27. EQUITY (Continued)
f. Non-controlling interest
The non-controlling shareholders’ interests are deducted from all equity items including the paid/issued share
capital and presented separately in the consolidated balance sheet as non-controlling interests. The noncontrolling shareholders’ interests in the profit and loss of the consolidated subsidiaries are separately presented
in the statement of income as non-controlling interests after the income for the period.
Transactions with non-controlling interests are disclosed in Note 3.
28. REVENUE AND COST OF SALES
Revenue (net)
Domestic sales
Export sales
Other sales
Sales return (-)
Sales discounts (-)
1.558.432.276
204.815
(130.162.778)
(12.815.075)
1.033.284.611
327.827
897.148
(82.676.966)
(16.741.640)
1.415.659.238
935.090.980
(259.371.487)
(981.361.778)
2.724.657
362.464.429
(146.176.081)
(633.518.573)
(66.928.705)
938.236
259.371.487
(875.544.179)
(586.313.636)
The details of the cost of goods sold are as follows:
Trade goods at the beginning of the period
Purchases in period
Acquisitions
Stocktaking difference
Trade goods at the end of the period
107
29. GENERAL ADMINISTRATIVE AND MARKETING EXPENSES
a) Marketing expenses
Personnel expenses
Rent expenses
Selling, commission and premium expenses
Outsourced expenses
Depreciation and amortization expenses
Shopping mall expenses
Advertisement expenses
Other expenses
115.332.737
98.218.128
80.350.565
50.884.806
29.726.083
20.960.286
16.217.003
3.358.357
73.209.718
66.431.677
42.605.464
28.291.944
18.776.213
14.032.220
11.951.716
5.564.478
415.047.965
260.863.430
40.440.022
11.341.076
10.697.494
7.572.965
6.672.147
1.749.325
1.116.422
324.032
3.290.498
31.405.902
7.400.561
5.809.179
3.344.281
5.293.512
1.058.870
1.338.842
400.821
2.751.492
83.203.981
58.803.460
29.726.083
6.672.147
18.776.213
5.293.512
36.398.230
24.069.725
115.332.737
40.440.022
73.209.718
31.405.902
155.772.759
104.615.620
b) General and administrative expenses
Personnel expenses
Outsourced expenses
Rent expenses
Parent company service charge
Travel expenses
Litigation provisions
Provision for employment termination benefit
Other expenses
30. OPERATING EXPENSES BY NATURE
Selling and marketing expenses
General and administrative expenses
Personnel expenses
Selling and marketing expenses
General and administrative expenses
108
31. OTHER OPERATING INCOME / (EXPENSES)
a) Other operating income
Due date income
Rediscount income
Brand license income
Vendor company participation fees
Foreign exchange income
Commission income
Decoration participation income
Information technologies service income
Other
16.653.631
14.053.064
11.032.969
1.870.787
1.723.951
1.578.700
1.367.700
803.533
3.824.339
9.957.741
11.302.291
9.397.791
9.214.469
589.931
842.376
2.045.547
775.110
4.269.241
52.908.674
48.394.497
25.550.852
7.579.355
2.724.656
1.715.530
1.396.287
838.745
360.098
4.621.132
12.760.734
10.159.438
1.258.044
683.405
10.956.910
673.395
685.216
2.883.326
44.786.655
40.060.468
653.125
-
1.782.229
2.208.034
b) Other operating expense
Due date expense
Rediscount expense
Stocktaking difference
Brand license usage rights
Services received related to acquisitions
Foreign exchange losses
Other
32. INCOME AND EXPENSES FROM INVESTING ACTIVITIES
a) Income from investing activities
Gain on sales of tangible assets
b) Expense from investing activities
Loss on sales of tangible assets
109
33. FINANCIAL INCOME AND EXPENSES
a) Financial income
1.738.233
1.037.436
129.023
2.775.669
129.023
19.442.064
11.440.659
3.428.346
2.796.843
1.597.560
531.493
11.184.508
4.888.321
2.505.624
1.899.575
1.046.504
39.236.965
21.524.532
Due date income
Interest income
Total
b) Financial expense
Interest and foreign expense on loans
Bond interest expense
Commissions
Credit card receivables early collection expenses
Late charge expense
Interest cost regarding employment termination benefits
34. ASSET OR LIABILITY HELD FOR SALE AND DISCONTINUED OPERATIONS
As of 31 December 2013 and 2012, Group does not have any assets or liabilities held for sale and discontinued
operations.
35. INCOME TAX ASSETS AND LIABILITIES
The Company and its subsidiaries in Turkey are subject to taxation in accordance with the tax regulations and
the legislation effective in the countries in which the Group operates.
In Turkey, the corporation tax rate is 20%. Corporate tax returns are required to be filed by the twenty-fifth day
of the fourth month following the balance sheet date and taxes must be paid in one installment by the end of
the fourth month. The tax legislation provides for a temporary tax of 20% to be calculated and paid based on
earnings generated for each quarter. The amounts thus calculated and paid are offset against the final corporate
tax liability for the year.
Tax legislation in Turkey does not allow the companies and their subsidiaries to fill consolidated tax declaration.
Thus tax provisions reflected to the financial statement are calculated separately.
Current tax provision
Prepaid taxes and funds (-)
Tax provision in the balance sheet
7.389.716
(4.361.822)
6.115.187
(4.221.075)
3.027.894
1.894.112
110
35. INCOME TAX ASSETS AND LIABILITIES (Continued)
As of 31 December 2013 and 2012 tax expenses in the comprehensive consolidated income statement as follows:
Provision for Corporate tax for current period
Deferred tax income/expense
(10.183.428)
766.792
(6.115.187)
(103.286)
Tax charge in the statement of income
(9.416.636)
(6.218.473)
Reconciliation of the total tax amount and the pre-tax profit for the period is as follows:
Profit before tax
Corporate tax at 20%
Disallowable expense
Prior year losses not that deferred tax asset was accounted for
Other
12.394.731
(2.478.946)
(2.330.863)
(2.406.617)
(1.972.810)
13.840.940
(2.768.188)
(3.328.173)
(122.112)
Total tax expense
(9.189.236)
(6.218.473)
Deferred tax assets and liabilities
As of 31 December 2013 and 2012, allocation of deferred tax (liability)/asset calculated over temporary
differences subject to deferred taxation are summarized below:
31 December 2013
Cumulative
temporary
Asset/
differences
(liability)
31 December 2012
Cumulative
temporary
Asset/
differences
(liability)
Discounting on trade receivables and payables,
net
Inventories
Doubtful receivable provision
Litigation provisions
Sales return provisions
Accumulated tax losses
Debt allowances
Unused gift card provisions
Sales premiums
Prepaid income/loss, net
Other
(107.437.727)
(21.730.034)
(108.926.439)
(21.955.046)
(11.724.997)
12.824.543
7.224.395
(259.115)
3.862.484
1.220.867
24.447.181
874.708
(3.715)
(2.344.999)
2.564.909
1.444.879
(51.823)
772.497
244.173
4.889.436
174.942
(742)
(3.272.607)
16.322.268
8.790.322
(116.914)
2.565.020
1.338.842
273.239
2.411.648
429.695
1.787.832
578.515
667.701
-
(654.521)
3.264.454
1.758.064
(23.383)
513.004
267.768
54.648
482.330
85.940
357.566
115.703
133.541
-
Deferred income tax asset / (liability), net
(68.971.376)
(14.036.762)
(77.150.878)
(15.599.932)
Deferred income tax liability
7.147.344
(21.184.106)
(68.971.376)
(14.036.762)
5.631.359
(21.231.291)
(77.150.878)
(15.599.932)
111
35. INCOME TAX ASSETS AND LIABILITIES (Continued)
The movement of deferred income tax liabilities as of 31 December 2013 and 2012 is as follows:
Beginning of the period
Acquisitions
Tax income / (expense) of period
Amount associated with equity
Deferred income tax asset/liability net, acquired through merger
End of the period
31 December 2013
31 December 2012
(15.599.932)
994.192
568.978
-
(1.220.755)
5.916.590
(103.286)
304.826
(20.488.493)
(14.036.762)
(15.599.932)
Deferred income tax assets and liabilities are offset as legally enforceable right to set off current tax assets
against current tax liabilities exists and there is intention of simultaneous recoverability of current tax assets and
current tax liabilities.
At each balance sheet date, unrecognized deferred income tax asset is reassessed. Deferred income tax asset
which is not recognized on prior year has reflected to financial statements regarding to probability of future
taxable profit permits the use of deferred tax assets.
In evaluating the possibility of obtaining taxable profit which will offset unused tax losses;
- Whether or not there are taxable temporary differences which will lead the Company to benefit from unused
tax losses,
- Whether or not it is possible to have taxable profit before the unused tax losses expire,
- Whether or not it is possible for the company to have tax planning advantages to result in taxable profit during
the period when the unused tax losses can be used has been considered
- As of 31 December 2013, the Company accounted for deferred tax asset over the unused tax losses as its
recoverability can be foreseen. YKM A.Ş.’s unused tax losses and expiry dates for deduction are as follows:
2013
2012
2011
Unused
tax losses
Deadline for
deduction
22.035.533
2.352.181
59.467
31 December 2018
31 December 2017
31 December 2016
24.447.181
112
36. EARNINGS PER SHARE
Earnings per share are determined by dividing net income by the weighted average number of shares that has
been outstanding at the related period. Calculation is as follows:
Net income/(loss) per share
Earnings per Share
Average number of shares existing during the period (total value)
Net profit for the period attributable to equity holders of the parent
9.207.000.000
10.882.177
9.207.000.000
7.577.092
0,00118
0,00082
Earnings per share
37. RELATED PARTY DISCLOSURES
Main shareholders of Boyner are Altınyıldız A.Ş. and Boyner Holding, which is the parent company of Altınyıldız
A.Ş.. For consolidated financial statements, the balances of Boyner Holding and their affiliates and subsidiaries
along with other Boyner Holding companies are disclosed as separate items and these companies are described
as related parties.
The Company’s related party balances are as below:
31 December 2013
Trade
Non-trade
Receivables
receivables
Due from related parties
Beymen(2)
Fırsat Elektronik(2)
Ran Konfeksiyon(2)
Boyner Bireysel Ürünler Satış ve Pazarlama
A.Ş. (Boyner Bireysel)(2)
Altınyıldız A.Ş.(1)
3.936.478
2.203.332
14.727
-
2.658.880
1.401.535
32.126
-
612
-
75.118.480
-
-
6.155.149
75.118.480
4.092.541
-
31 December 2013
Trade
Non-trade
Payables
Payables
Due to shareholders
Boyner Holding(1)
Altınyıldız(1)
Due to related parties
Ay Marka Mağazacılık A.Ş. (Ay Marka)(2)
BR Mağazacılık(2)
Alsis Sigorta Acenteliği A.Ş (Alsis)(2)
Beymen(2)
Altınyıldız Tekstil ve Konfeksiyon A.Ş.
(Altınyıldız Tekstil)(2)
Fırsat Teknoloji A.Ş.(2)
Benetton Giyim San. ve Tic. A.Ş (Benetton)(3)
Sağlık Tekstil(2)
Bofis(3)
Boyner Bireysel(2)
31 December 2012
Trade
Non-trade
Payables
Payables
915.713
278.205
-
1.092.988
181.647
-
31.871.416
5.339.645
850.099
684.766
-
15.133.510
2.600.714
507.666
117.865
-
234.206
518
-
-
436.297
94.932
35.481
5.085
-
40.174.568
-
20.206.185
-
(1)
Company shareholders (disclosed as summery of short and long term. Note 11)
(2)
Other related parties
(3)
As of 1 January 2013, not listed as related party.
31 December 2012
Trade
Non-trade
Receivables
receivables
113
37. RELATED PARTY DISCLOSURES (Continued)
The detail of transactions with related parties is as below:
Service purchases
Boyner Holding(1) (*)
Alsis Sigorta(2)
Ay Marka(2)
BYN Gayrimenkul(2)
Altınyıldız Tekstil(2)
Citibank N.A(2)
Boğaziçi Yatçılık(2)
Boyner Bireysel(2)
Bofis(3)
Other (**)
Goods purchases
Ay Marka(2)
Beymen(2)
Altınyıldız(1)
Boyner Holding(1)
Sağlık Tekstil(2)
Benetton(3)
Interest/ other expenses
Boyner Holding(1)
Beymen(2)
Altınyıldız Tekstil
5.921.308
2.789.016
775.160
432.770
371.092
367.978
85.739
28.200
1.398
-
3.120.340
2.132.588
232.902
223.941
27.200
56.099
452.749
619.125
28.041.355
12.484.529
11.772.282
522.832
23.160
6.032
-
32.402.946
12.026.931
6.060.914
27.910
354.205
20.625
1.918.901
22.970
296.951
295.652
144.252
312.794
Company shareholders
(3)
As of 1 January 2013, not listed as related party.
(1)
(2)
(*) Represents the consultancy fees charged due to the legal and financial consultancy and resources provided by Boyner Holding.
(**) Rent expenses paid to Neylan Dinler, Latife Boyner, Lerzan Boyner, Z. Leman Halulu.
114
37. RELATED PARTY DISCLOSURES (Continued)
1 January31 December 2013
1 January31 December 2012
3.751.050
2.258.712
504.097
139.381
5.130
1.140
2.870.057
887.441
652.462
95.638
16.991
-
966.911
-
7.573.145
3.481.232
357.776
100.550
39.004
-
6.209.644
8.135.110
526.590
24.756
285
1.602
Goods sales
Beymen(2)
Ran konfeksiyon(2)
Boyner Holding(1)
Boyner Bireysel(2)
Ay Marka
Service sales
Altınyıldız A.Ş.
Other revenues
Beymen(2)
Ay Marka(2)
Boyner Holding(1)
Fırsat elektronik(2)
Sağlık Tekstil
Benetton(2)
(1)
(2)
(3)
Company shareholders
As of 1 January 2013, not listed as related party
As of 31 December 2013 and 2012, the Group does not have any doubtful receivables due from related parties.
Director’s remuneration and defined contribution/benefit plan
As of 31 December 2013, the total of benefits and salaries provided to the executive members of the Group
management are TRY 6.642.905 (31 December 2012: TRY 4.595.194). Related social security premiums paid
amount to TRY 131.165 (31 December 2012: 90.494). As of 31 December 2013 and 2012 there has been no
employment termination benefits paid to the top management.
38. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS
Financial risk management objectives and policies
Group’s principal financial instruments comprise of bank borrowings, cash and short-term deposits. The main
purpose of these financial instruments is to raise financing for the Group’s operations. Group has various other
financial instruments such as trade debtors and trade creditors, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk, foreign currency
risk and credit risk. Group management reviews these risks as summarized below. Group also monitors the
market price risk arising from all financial instruments.
Foreign currency risk
Foreign currency risk occurs due to the Group liabilities which are denominated in mostly USD and rarely in
EURO and GBP.
The Group also has transactional currency exposures. Such exposures arise from sales or purchases or
borrowings by the Group in currencies other than the Group’s functional currency.
115
38. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (Continued)
The Group’s net foreign currency position as of 31 December 2013 and 2012 are approximately, TRY 3.810.316 and
TRY 2.999.105 long (asset) respectively.
Overall;
31 December 2013
(TRY Amount)
31 December 2012
(TRY Amount)
A. Foreign currency assets
B. Foreign currency liabilities
3.900.727
(90.411)
3.772.240
(773.135)
Foreign currency position (A+B)
3.810.316
2.999.105
The foreign currency position of the Group is as follows:
Foreign currency statement
31 December 2013
TRY equivalent
(Functional
currency)
1. Trade receivables
2a. Monetary financial assets (cash, bank accounts
included)
2b. Non-monetary financial assets
3. Other
4. Current assets (1+2+3)
5. Trade Receivables
6a. Monetary financial assets
7. Other
8. Non-current assets (5+6+7)
9. Total assets (4+8)
10. Trade payables
11. Financial liabilities
12a. Monetary other liabilities
12b. Non-monetary other liabilities
13. Short term liabilities (10+11+12)
14. Trade payables
16 a. Monetary other liabilities
16 b. Non-monetary other liabilities
17. Long term liabilities (14+15+16)
18. Total liabilities (13+17)
19. Net assets/(liabilities) position of off-balance sheet
derivative instruments (19a-19b)
19a. Total hedged asset amount
19b. Total hedged liability amount
20. Net foreign currency asset/ (liability) position (918+19)
21. Monetary items net foreign currency asset /(liability)
(IFRS 7.B23) (=1+2a+5+6a-10-11-12a-14-15-16a)
22. Total fair value of financial instruments used for
foreign currency hedging (Note 7)
23. Export
US Dollars
EURO
GBP
-
-
-
-
397.483
2.719.199
3.116.682
784.046
784.046
3.900.728
90.411
90.411
-
133.150
1.137.570
1.270.720
1.270.720
16.214
16.214
-
37.639
99.194
136.833
267.000
267.000
403.833
16.852
16.852
-
790
790
790
1.800
1.800
-
90.411
16.214
16.852
1.800
-
-
-
-
3.810.316
1.254.506
386.981
(1.010)
1.091.118
116.936
287.787
(1.010)
205.828
22.141.009
109.206
11.219.127
-
-
116
Foreign currency statement
31 December 2012
TRY equivalent
(Functional
currency)
1. Trade receivables
2a. Monetary financial assets (cash, bank accounts
included)
3. Other
4. Current assets (1+2+3)
5. Trade Receivables
6a. Monetary financial assets
7. Other
8. Non-current assets (5+6+7)
9. Total assets (4+8)
10. Trade payables
12a. Monetary other liabilities
12b. Non-monetary other liabilities
13. Short term liabilities (10+11+12)
14. Trade payables
16 a. Monetary other liabilities
16 b. Non-monetary other liabilities
17. Long term liabilities (14+15+16)
18. Total liabilities (13+17)
19. Net assets/(liabilities) position of off-balance sheet
derivative instruments (19a-19b)
19a.Total hedged asset amount
19b.Total hedged liability amount
20. Net foreign currency asset/ (liability) position (918+19)
21. Monetary items net foreign currency asset /(liability)
(IFRS 7.B23) (=1+2a+5+6a-10-11-12a-14-15-16a)
22. Total fair value of financial instruments used for
foreign currency hedging (Not 7)
23. Export
24. Import
US Dollar
EURO
GBP
-
-
-
-
898.088
2.481.418
3.379.506
392.734
392.734
3.772.240
164.669
608.466
773.135
773.135
471.168
890.769
1.361.937
1.361.937
28.872
28.872
28.872
23.325
379.952
403.277
167.000
167.000
570.277
43.254
258.734
301.988
301.988
1.160
1.160
1.160
4.000
4.000
4.000
-
-
-
-
2.999.105
1.333.065
268.289
(2.840)
517.687
442.296
(111.663)
(2.840)
326.464
11.513.278
183.535
6.450.743
-
-
117
The following table demonstrates the sensitivity against a change of 10%, on the Company’s income before tax:
Foreign currency sensitivity analysis statement
Gain/loss
Appreciation of
foreign currency
31 December
2013 Gain/loss
Depreciation of
foreign currency
267.749
(267.749)
267.749
(267.749)
113.637
(113.637)
113.637
(113.637)
(355)
355
(355)
355
381.031
(381.031)
Gain/loss
Appreciation of
foreign currency
31 December
2012 Gain/loss
Depreciation of
foreign currency
237.632
237.632
(237.632)
(237.632)
63.094
63.094
(63.094)
(63.094)
(815)
(815)
815
815
299.911
(299.911)
When 10% appreciation of USD against TRY:
1- USD net assets/ liabilities
2- Amount hedged for USD risk (-)
3- USD net effect (1+2)
When 10% appreciation of Euro against TRY:
4- Euro net assets/ liabilities
5- Amount hedged for Euro risk (-)
6- Euro net effect (4+5)
10% appreciation of the other foreign currency against TRY:
7- Other foreign net assets/ liabilities
8- Amount hedged for other foreign currency risk (-)
9- Net effect of other foreign currency assets (7+8)
Total (3+6+9)
Foreign currency sensitivity analysis statement
When 10% appreciation of USD against TRY:
1- USD net assets/ liabilities
2- Amount hedged for USD risk (-)
3- USD net effect (1+2)
When 10% appreciation of Euro against TRY:
4- Euro net assets/ liabilities
5- Amount hedged for Euro risk (-)
6- Euro net effect (4+5)
10% appreciation of the other foreign currency against TRY:
7- Other foreign net assets/ liabilities
8- Amount hedged for other foreign currency risk (-)
9- Net effect of other foreign currency assets (7+8)
Total (3+6+9)
118
Price risk
Price risk is a combination of foreign currency risk, interest rate risk and market risk. Group naturally manages
its price risk by comparing the same foreign currency denominated receivable and payables and assets and
liabilities bearing interest. Group closely monitors its market risk by analysing the market conditions and using
appropriate valuation methods.
Interest rate risk
Group is exposed to interest rate risk through the impact of rate changes on interest bearing assets and
liabilities. Group manages interest rate risk by using natural hedges that arise from offsetting interest rate of
assets and liabilities and aims to protect against liquidity risk by using derivative financial instruments.
Interest position statement
31 December 2013
31 December 2012
3.412.269
30.099.310
363.822.235
232.804.572
Fixed interest financial instruments
Variable interest financial instruments
Interest increase
0,5%
Effect on income before tax
31 December 2013
31 December 2012
158.852
116.402
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the
other party to incur a financial loss. Group attempts to control credit risk by monitoring credit exposures, limiting
transactions with specific counterparties, and continually assessing the creditworthiness of the counterparties.
Most of the sales of the Group are realised through credit cards of banks and remaining part is realized through
cash and other instruments. The responsibility to collect receivables from final consumers belongs to the banks
that issued the credit cards and there is no collection risk for the Group. The respondent of the Group for that
card receivables are the related banks. In relation to the sales, other the ones made through credit cards or with
cash, Group obtains guarantees if deemed necessary.
119
31 December 2013
Receivables
Trade receivables
Maximum credit risk exposures of report date
(A+B+C+D+E) (1)
Other receivables
Related
party
Other
party
Related
party
Other
party
6.155.149
12.016.759
75.118.480
439.937
Deposits
Derivative
in bank instruments
19.672.028
Other
-
-
-
-
- Protected part of maximum credit risk by indemnity,
etc. (2)
851.100
A. Net book value of financial assets which are not
overdue or non impaired
6.155.149
11.970.410
75.118.480
439.937
19.672.028
-
-
-
804.751
-
-
-
-
-
not renegotiated.
-
46.349
-
* The part under guarantee with collateral etc.
-
46.349
-
-
-
-
* The part under guarantee with collateral etc.
B. Net book value of financial assets which will be
deemed as overdue or impaired if the conditions are
-
C. Net book value of assets which are overdue but not
impaired assets
-
-
-
-
-
-
-
- Overdue (gross book value)
-
-
-
-
-
-
-
- Net book value’s part under the guarantee with
collateral etc.
-
- The part under guarantee with collateral etc.
-
-
-
-
-
-
-
-
-
-
-
-
D. Net book value of impaired assets
-
-
-
-
-
-
-
-
19.002.924
-
-
-
-
-
- Impairment (-)
- (19.002.924)
-
-
-
-
-
etc
-
-
-
-
-
-
-
- Not overdue (gross book value)
-
-
-
-
-
-
-
- Impairment (-)
-
-
-
-
-
-
-
- Protected part of net value by indemnity, etc
-
-
-
-
-
-
-
-
-
-
-
-
E. Factors including off balance sheet credit risk
31 December 2012
Receivables
Trade receivables
Other receivables
Related
Other
Related
Other
party
party
party
party
Maximum credit risk exposures of report date
(A+B+C+D+E) (1)
etc. (2)
A. Net book value of financial assets which are not
overdue or non impaired
B. Net book value of financial assets which will be
- 5.234.567
Deposits
in bank
Derivative
instruments
Other
4.312.634
-
-
4.092.541
67.074.290
-
27.571.502
-
-
-
-
-
4.092.541
67.074.290
-
5.234.567
4.312.634
-
-
-
-
-
-
-
-
-
- (20.343.533)
- 20.343.533
-
-
-
-
-
-
deemed as overdue or impaired if the conditions are
not renegotiated.
C. Net book value of assets which are overdue but not
impaired assets
- Under guarantee
D. Net book value of impaired assets
- Impairment (-)
- Not overdue (gross book value)
- Impairment (-)
- Protected part of net value by indemnity, etc
E. Factors including off balance sheet credit risk
(1)
(2)
When determining the amount, taken guaranties and factors creating increase in loan reliability are not considered.
Guaranties consist of guarantee note, guarantee cheques and Direct Debiting System (DDS) balances taken from clients.
120
Collaterals for the trade receivables that are past due but not impaired are as stated below:
31 December 2013
31 December 2012
1-30 days overdue
1-3 months overdue
3-12 months overdue
1-5 years overdue
46.349
-
-
Total overdue receivables
46.349
-
The part secured with guarantee (-)
46.349
-
Liquidity risk
Liquidity risk is the risk that an entity will be unable to meet its net funding requirements. The risk is mitigated
by matching the cash in and out flow volume supported by committed lending limits from qualified credit
institutions.
The breakdown of financial assets and liabilities according to their maturities is disclosed considering the period
from balance sheet date to due date period. Financial assets and liabilities that have no certain due date are
presented as more than one year. In the liquidity table, breakdown of non- derivative financial liabilities according
to their maturities is shown by considering the elapsed time between the balance sheet date and the maturity
date defined written and orally in the contract and also contractual undiscounted payments are considered. For
the derivative financial liabilities, maturity is used as in the liquidity management of the entity.
31 December 2013
Expected (or maturities
in accordance with
agreement)maturities
Non derivative financial
liabilities
Trade payables
Other liabilities
Total cash
outflow in
accordance
with
agreement
Book value (=I+II+III+IV)
Less than 3 Between 3-12 Between 1-5
months (I)
months (II)
years (III)
367.234.504 455.986.649
32.132.839
502.518.785
511.730.796 371.956.240
79.903.450 100.000.000 20.000.000
More than 5
years (IV)
73.236.883 350.616.928
138.592.899
1.181.657
- 80.000.000
-
Less than 3 Between 3-12 Between 1-5
months (I) months (II)
years (III)
More than 5
years (IV)
31 December 2012
Expected (or maturities
in accordance with
agreement)maturities
Non derivative financial
liabilities
Trade payables
Total cash
outflow in
accordance
with
agreement
Book value (=I+II+III+IV)
262.903.882
403.607.706
332.605.007
408.733.711
32.999.776
408.733.711
42.780.376 256.824.855
-
-
121
Capital management
In the capital management, objectives of the Group are maximized shareholder value, providing benefits to
stockowners, keeping Group operations ongoing in order to decrease capital cost.
Group follows up the liability-capital rate in the capital management in parallel with other companies in the
sector. This rate is calculated by dividing net liability by total capital.
31 December 2013
31 December 2012
869.753.289
(213.093.722)
668.476.107
(141.044.983)
Net liability
656.659.567
527.431.124
Total equity
58.137.878
129.257.570
11,29
4,08
Trade and financial liabilities
Less: Cash and cash equivalents (Note 6)
Liability / capital rate
39. FINANCIAL INSTRUMENTS (FAIR VALUE AND HEDGE ACCOUNTING DISCLOSURES)
Group has determined estimated fair values of financial instruments with the help of existing market information
and appropriate evaluating methods. However, evaluating market knowledge and estimating fair values, requires
interpretation. In conclusion, these estimations may not be the real indicators of the obtainable amounts that can
be provided from current market transaction by the Group.
The fair values of financial assets and liabilities carried at discounted cost calculated with cost at financial
statements or efficient interest method:
Financial assets -The fair values of certain financial assets carried at cost are considered to approximate their
respective carrying values due to their short-term nature and due to not subject to significant credit risk. The
fair values of financial assets carried at cost are considered to approximate their respective carrying values after
deducting doubtful receivable allowance.
Financial liabilities - Trade payables and other short term monetary liabilities are considered to approximate
their respective carrying values due to their short-term nature. Bank loans are presented with their discounted
cost and transaction costs are added to historical cost. Since interest rate of the long term bank loans
denominated in USD are updated by considering changing market conditions, these loans are supposed to
be carried as fair value. Short term and fixed interest rate loans denominated in TRY are also supposed to be
presented as fair value due to short maturity.
As of 31 December 2013 and 31 December 2012, there are no financial instruments valued at fair value.
40. EVENTS AFTER THE REPORTING PERIOD
As per the decision of the Board of Directors of the Company dated 27 January 2014, it has been decided to
renew the registered capital due to termination of 5 year period and to increase the registered capital from
TRY 100 Million to TRY 250 Million. It has also been decided that the new registered capital will be valid for the
years 2014-2018 and will be presented for approval to General Assembly.
41. OTHER ISSUES THAT SIGNIFICANTLY AFFECT THE FINANCIAL STATEMENTS OR OTHER ISSUES
REQUIRED FOR THE CLEAR UNDERSTANDING OF FINANCIAL STATEMENTS
None.
BOYNER BÜYÜK MAĞAZACILIK A.Ş. 2013 FAALİYET RAPORU
Our Strength is
Our Customers
ANNUAL REPORT 2013

Our Strength iS Our CuStOmerS

Transcription

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