Annual Reports

Transcription

Annual Reports

POWER OF
COPPER
group
2006
A N N UA L
REPO RT
MADENC‹L‹K SANAY‹ VE T‹CARET ANON‹M fi‹RKET‹
2006 ANNUAL REPORT
LABOUR
FORCE
EDUCATIONAL
INSTITUTIONS
group
CONTENTS
Message From The Chairwoman
04
Board Approval of the Annual Report
06
Brief History
08
Products
10
Our Mission, Vision and Values
12
Board of Directors
14
Board of Auditors
15
Ordinary General Assembly
16
2006 Annual Report
17
Independent Audit Report
22
Auditors Report
50
Declaration Pursuant to Article X/22-2/26
51
Corporate Governance Compliance Report
52
MESSAGE FROM THE CHAIRWOMAN
Distinguished Shareholders,
2006 has been a year in which improvements in
the Turkish economy went on. Inflation rose by
9.6% compared to the previous year, due to the
adverse effects of the fluctuation in foreign
exchange rates in the summer months. Despite
such rate, the economic growth is expected to
generate at a level of around 5%. Undoubtedly,
the greatest improvement of 2006 was the budget
deficit that remained below 1%.
PARK ELEKTR‹K 2006 Annual Report
04
2006 has as well been a year in which important steps
were taken by our Company. Our copper mine,
investment of which was initiated in Siirt Madenköy,
was activated in the second half of 2006 and started to
generate proceeds and turnover of our Company
increased to NTL 40.1 million by 44.6% in 2006
compared to the last year. Increase in gross profitability
was 27%.
high. Results of our activities and our profitability for
the year 2006 confirm our anticipation in this respect.
We broke a new ground in 2006 due to revenues from
the copper mine and we held an analyst meeting in order
to share revenue and profit generation capacity of our
Company with the investors in and at the end of 2007.
Analyst meetings representing a new stage in our
corporate governance understanding, which we started
to implement in our Company and developed day by
day with pleasure, will be maintained; and results of our
activities and our expectations relating to the future will
be shared with investors in detail and transparently.
As a result of the strategic decision of the Group, our
Company increased its pre-tax profit to NTL 40.2 million
by a rate of 246% in 2006 compared to the last year due
to the effect of the profit obtained from the sale of share
held by our Company in Tufanbeyli Elektrik Üretim
Anonim fiirketi.
We are of the opinion that our economy will also be in
progress in 2007 -election year - as it was in the last five
years; provided that no concession is given relating to
the budget discipline. Not only our Company but also
the public believes that the budget discipline will be
maintained and policies procuring lower inflation/higher
growth balance in our economy will be sustained although
election periods are evaluated to be in parallel with the
increase of the ambiguity. Our Company, a leading
Company in the relevant sector, targets to please its
shareholders also in 2007 and contribute to the country's
economy and employment in general terms. I dearly
believe that this target will be achieved and I greet you
all with due honor.
On the other hand, our feasibility studies for two mining
research licenses, owned by our Company in Gaziantep
Islahiye, are still going on. Furthermore, our aim is to
evaluate new investment opportunities in order to ensure
revenue and profitability growth of our Company in the
long term by realizing and enforcing sustainable vision
of value creation, shared at all executive levels of our
Company.
In the last years, we stated that our investments in the
mining field are long term investments and the proceeds
and profit potentials of the mining activities are quite
Nalan ERKARAKAfi
Chairwoman of the Board of Directors
05
BOARD RESOLUTION ON THE APPROVAL OF THE ANNUAL REPORT
Dated: 27 March 2007
Number: 2007/12
The Board of Directors of Park Elektrik Madencilik Sanayi ve Ticaret A.fi. has convened on March 27, 2007 and
resolved unanimously to approve the Annual Report of the Company for the year 2006 and to submit it to the review
of Shareholders.
Nalan ERKARAKAfi
Ali Coflkun DUYAK
Süleyman UYAN
Chairwoman
Vice Chairman
Executive Member
Fercan AYKUTLU
Ömer YENEL
Hulki YAKUPO⁄LU
Member
‹nanç fiENEL
Member
Member
Ferzan Ç‹T‹C‹
Member
06
Member
Biltekin ÖZDEM‹R
Member
07
BRIEF HISTORY
Park Elektrik Madencilik Sanayi ve Ticaret A.fi.
was incorporated on March 18, 1994 in order
to conduct activities in the textile sector.
The Company offered to public its shares
representing 29.16% of the capital in 1997.
08
Due to the crisis in the textile sector, the subject
of activity of the Company was expanded on
June 2, 2000 so as to enable the Company to
operate in the new fields of activity, particularly
in the fields of energy and mining. The
Company started to extract and wash coal in
the coal zone of Ankara Çay›rhan Thermal
Power Plant as subcontractor as of July 2000.
Afterwards, the Company completely left the
textile sector and changed its commercial title
into Park Elektrik Madencilik Sanayi ve Ticaret
A.fi. as of August 22, 2000.
The Company ended its activities of extracting
and washing coal, as a subcontractor in 2006.
In the same year, the Company started
production in the copper mine in Siirt
Madenköy. On the other hand, the Company
maintains its feasibility studies relating to its
licenses for aluminum research in Gaziantep
Islahiye.
09
PRODUCTS
Coal
Park Elektrik Madencilik Sanayi ve Ticaret
A.fi. started its coal extracting and washing
activities in 2000. Fundamental aim of the
Company is to be permanent in the energy
and mining sectors and to grow and expand
its activities in these sectors. In this respect,
Park Elektrik will continue to participate in
the tenders to be issued. The Company ended
in 2006 its coal extracting and washing
activities as a subcontractor in Çay›rhan.
10
Copper
In 2004, Park Elektrik Madencilik Sanayi ve
Ticaret A.fi. obtained three different mining
licenses; one for operating a copper zone in
Siirt and the other two for mine researching in
Gaziantep-Islahiye. Operating license for
copper zone located in Siirt and belonging to
Eti Holding A.fi. was obtained at an amount
of TL 7.9 trillion. As a result of the investments,
maintained at full blast, the Company activated
the copper zone in Siirt and started get proceeds
therefrom in the second half of 2006.
11
OUR MISSION, VISION AND VALUES
Our Company aims to create value for the Turkish
Mining and Energy Sector by exploring,
improving and converting the natural resources.
In that respect, the mission, vision and values of
our Company are summarized below.
Mission
• To pursue developments in world mining sector
and to apply them to Company's operations,
• To make each effort to reach ever better working
conditions,
• To increase productivity by motivating employees,
• To construct secure working sites at low cost,
• To make use of scarce resources in an effective
and efficient manner, to prevent possible losses.
Vision
Uprising the Company as leader among the other
companies operating in the same sector both in the
country and abroad, providing the growth without
making any concession from the quality, reflecting the
effective and balanced growth to every activity of the
Company, investing in appropriate areas, enabling the
maximum profit for the investors by trying to get the
highest efficiency through minimum cost.
Values
• Honesty- The Company abides on its promises.
• Security and Environment- The security of our
employees and the protection of the environment
during our activities are ensured in maximum.
• Appreciation - We appreciate our employees and
treat them open and honestly. We give importance
to teamwork and safe working environment.
• Dividend - We seek the maximum profit for our
shareholders from our Company's activities.
• Technology - We enable the practice of high
technology in our activities by following the high
technology and improvements throughout the
world.
• Motivation - We provide a motivating working
environment by being aware that this will increase
the productivity.
12
13
BOARD OF DIRECTORS
Chairwoman
Nalan Erkarakafl
Vice Chairman
Ali Coflkun Duyak
Executive Member
Süleyman Uyan
Member
Fercan Aykutlu
Member
Ömer Yenel
Member
Hulki Yakupo¤lu
Member
‹nanç fienel
Member
Ferzan Çitici
Member
Biltekin Özdemir
Authorities
Chairwoman, Vice Chairman as well as Members of the Board of
Directors are all empowered with the authorities set forth in the
relevant articles of the Turkish Commercial Code and Article 13
of the Articles of Association.
Duration
3 Years
Ömer YENEL
Ömer Yenel, firstly started to work in the State Planning Organization
in 1973, served in several positions in the senior management cadres
in the public authorities. Yenel, appointed to be member of the
Board of Directors of Baflkent Elektrik Da¤›t›m A.fi. in 1999, later
served as Chairman of the Board of Directors and General Manager
in the Turkish Coal Administration in 1999-2003. He has been
member of the Board of Directors in Ciner Group companies since
2004.
Nalan ERKARAKAfi
Mrs. Erkarakafl, firstly started to work as specialist in the Capital
Market Board 1983, served as senior officer and member of the
board of directors in various banks and intermediary institutions in
1991-2001 and has been serving as the President of the Capital
Markets Group in Park Holding A.fi. since 2002 up to date. Mrs.
Erkarakafl was found eligible by Young Businessmen Association of
Turkey for the award of “Manager of the Year” in 1997. Erkarakafl
additionally captured the award of “Successful Businesswoman of
the Year” granted by Dünya Newspaper in 2000. Erkarakafl, the
articles of whom were published in various newspapers and periodicals
in the fields of capital markets and finance, is also member of the
organizations such as TÜG‹AD (Young Businessmen Association
of Turkey), TKYD (Corporate Governance Association of Turkey),
KOTEDER (Association of Stock Exchange Quotation Partnership
Managers) and Graduates of Faculty of Political Sciences of Ankara
University.
Hulki YAKUPO⁄LU
Mr. Yakupo¤lu served as Press Consultant in the Prime Ministry in
1992-1995. He was appointed to be the member of the Board of
Directors in various private companies and has been a Board Member
in Ciner Group Companies since 1996.
‹nanç fiENEL
Mr. fienel firstly started to work in Koç Group and worked in
Koçbank and Koç Yat›r›m between 1994-1998, Koç Holding between
1998-2002. He has been serving as Finance Director and has been
a member of the Board of Directors in Ciner Group Companies
since 2002.
Ali Coflkun DUYAK
Mr. Duyak firstly started to work in the Engineering Department of
PARSAN A.fi. in 1988 and then served as Project Coordinator in
YAZEKS A.fi. in 1993-1997. Duyak, served as Assistant General
Manager in Park Tekstil in 1997-2002, at the same time served as
the vice chairman and member of the Board of Directors in Ciner
Group Companies since then. Ali Coflkun Duyak is still the General
Manager of Ceytafl Madencilik.
Biltekin ÖZDEM‹R
Mr. Özdemir firstly started to work as Finance Inspector in 1962
and served as senior staff in various public institutions and
organizations. Özdemir, being Samsun deputy between 1995 and
1999, was appointed to be Chairman of the Plan Budget Commission
of the Turkish Grand National Assembly in the same years. Then,
he was appointed to be the Vice Chairman of the Banking Regulatory
and Supervisory Agency. He has been independent member of the
Boards of Directors of Ciner Group Companies since 2004.
Süleyman UYAN
Mr. Uyan firstly started to work in the field of investment banking
and served as Investment Banking Coordinator in Kentbank, Assistant
General Manager in Kent Yat›r›m, Member of the Board of Directors
in Kent Portföy Yönetimi, General Manager and Delegate Member
of the Board of Directors of Riva Menkul De¤erler since 1996.
Süleyman UYAN is active in the executive management of Ciner
Group Companies since 2002. Süleyman UYAN is a member of
Corporate Governance Association of Turkey.
Ferzan Çitici worked in various judicial levels for long years. Then,
he was appointed to be ‹stanbul-Sar›yer Chief Prosecutor in 19891994, then ‹stanbul fiiflli Chief Prosecutor in 1994-1996 and lastly
‹stanbul Chief Public Prosecutor in 1996-2003 and afterwards he
retired. Mr. Çitici still serves as independent member of the boards
of directors of Ciner Group companies.
Fercan AYKUTLU
Fercan Aykutlu, firstly started to work as Account Specialist Assistant
in 1987, was appointed to be Account Specialist in 1991. Aykutlu,
subsequently appointed to be Chief Account Specialist in 1998,
serves in the executive management of Ciner Group companies as
of 2002. He has one published book called “Foreign Trade and
Capital Companies” and several published articles on vocational
matters.
14
BOARD OF AUDITORS
Hakk› GÜLTEK‹N
Authorities
As per Article 17 of the Articles of Association, duties,
authorities and responsibilities of the Auditors are within the
frame of the principles set forth in the relevant articles of the
Turkish Commercial Code.
Hakk› Gültekin, a graduate of Department of Economics and
Finance of the Faculty of Political Sciences, served as Chief
Account Specialist in the Board of Account Specialists of the
Ministry of Finance of the Republic of Turkey in 1982-1997.
Gültekin, being Certified Public Accountant since 1997,
is still working as auditor in Ciner Group.
Duration
1 Years
15
ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2006 OF
PARK ELEKTR‹K MADENC‹L‹K SANAY‹ VE T‹CARET ANON‹M fi‹RKET‹
AGENDA:
(*) 15% income tax shall not be deducted from cash dividend payments
made to the fully fledged taxpayer legal entity shareholders and limited
fledged taxpayer legal entity shareholders obtaining dividend through a
work place or its permanent agency in Turkey. These shareholders are
required to evidence their legal statuses to our Company by the ways set
forth in Section (c) of General Communiqué on Corporate Tax Series No.
81 and Circular on Corporate Tax dated 06.01.2006 and numbered 20
until the commencement of the dividend payments. Otherwise, 15%
Income Tax shall be deducted from the dividend amounts to be distributed
to these shareholders.
1- Opening and organization of the Presidential Board.
2- Authorization of the Presidential Board for execution of the General
Assembly Meeting Minutes.
3- Presentation, to the Shareholders at General Assembly for ratification,
of appointment of Hulki Yakupo¤lu to the vacant Board of Directors
membership of Gürsel Usta within the year.
4- Reading, discussing and ratifying the Activity Reports of the Board of
Directors and reports of the Board of Auditors with respect to the activities
for the year 2006.
5- Reading, analyzing and ratifying the Balance Sheet and Profit/Loss
Statements for the year 2006.
1. Documents relating to General Assembly including Activity Report of
the Company, financial statements, articles of association, General Assembly
informatory document, Agenda of Ordinary General Assembly and Form
of Proxy for Ordinary General Assembly were made available for review
of the Shareholders as of the date of announcement. Relevant documents
may be accessed at the Headquarters and on the website
(www.parkelektrik.com.tr) of the Company.
6- Discharge by the General Assembly of the members of the Board of
Directors and Board of Auditors from the activities of the year 2006.
7- Presentation, to the General Assembly, for ratification of the matters of;
- Setting aside NTL 1,584,786.33 as the initial legal reserve;
- Distribution, on May 31, 2007, of NTL 6,240,000.00 as gross cash
dividend upon consideration of minimum dividend rate determined at
Meeting dated 18.01.2007 and numbered 2/53 of the Capital Market
Board and dividend policy adopted within the frame of Resolution of the
Board of Directors dated May 3, 2006 and numbered 17 and Corporate
Governance Principles,
2. Total number of shares is 4,800,000,000.- Number of Class A Shares
is 600,000,000.-; number of Class B Shares is 4,200,000,000.
3. Operation of the General Assembly:
a. Entire of the shareholders would have one vote for each share. The
shares are composed of two categories: Class A and Class B
- Setting aside NTL 384,000.00 as second legal reserve,
b. Hulki Yakupo¤lu was appointed to the vacant Board of Directors
membership of Gürsel Usta within the year as per Article 315 of the
Turkish Commercial Code and this appointment shall be submitted to
the shareholders at the General Assembly for ratification.
- Transfer of the balance of NTL 23,486,940.31 to the extraordinary
legal reserve;
Out of the net period profit of NTL 31,695,726.64 remained after
deduction of payable taxes and legal liabilities from the period profit set
forth in the financial statements issued as of December 31, 2006 according
to the Tax Procedural Code.
4. Rights of the Shareholders at the General Assembly:
5. a. Shareholders are entitled to vote in proxy. There is no limitation
relating to the number of votes, which the shareholders might cast at the
General Assembly meeting. The form of proxy relating to voting in proxy
may be accessed at the Headquarters or on the website
(http://www.parkelektrik.com.tr/en/voyform.htm ) of the Company.
Table of Cash Dividend to be Distributed to the Share Certificates
Total
Dividend
Amount (NTL)
Gross
6,240,000.Net (*)
5,304,000.-
Dividend to be Distributed to
Each Share Having
Dividend
Nominal Value of NTL 1
Payment
Amount (NTL)
Rate %
Date
13
13 May 31, 2007
11.05
11.05
b. Recommendations made by the shareholders holding shares representing
at least one twentieth (1/20) of the Company Capital are taken into
consideration by the Board of Directors in case they apply before issuance
of the agenda of the General Assembly (Article 11 of the Articles of
Association).
c. Call for the meetings is subject to the provisions of Article 355, 365,
366 and (368) of the Turkish Commercial Code, relevant provisions of
the capital market laws and regulations as well as Communiqué regarding
Corporate Governance Principles issued by the Capital Market Board.
According to Article 11 amended by Law No. 4487 of the Capital Market
Law, minority rights shall be exercised by the shareholders representing
at least one twentieth (1/20) of the paid-up capital (Article 11 of the
Articles of Association).
8- Presentation, to the General Assembly for information, of the donations
and aids made by the Company in 2006.
9- Election of the new Board of Directors and determination of their terms
of office.
10- Election of the new Board of Auditors and determination of their
terms of office.
d. Each shareholder may individually request from the General Assembly
to appoint independent auditor for specific examination and clarification
of a material event. In case of rejection of such request, shareholders
holding at least one twentieth (1/20) of the Capital may apply to the Court
for appointment of an independent auditor for examination and clarification
of the relevant event (Article 12 of the Articles of Association).
11- Presentation, to the General Assembly for ratification, of Kavram
Denetim ve Yeminli Mali Müflavirlik Anonim fiirketi, which was elected
for the years 2007-2008 by the Board of Directors resolution.
12- Determination of the remunerations of the members of the Board of
Directors and Board of Auditors.
13- Submission of the Company's Dividend Distribution Policies adopted
by the Board of Directors for the information of the General Assembly
within the frame of the Corporate Governance Principles and Letter dated
27.01.2006 of the Capital Market Board.
14- Resolution by the General Assembly on enabling the Members of the
Board of Directors to enter transactions and compete with the Company
as set forth in Articles 334 and 335 of the Turkish Commercial Code.
15- Wishes and Closing.
Regards,
PARK ELEKTR‹K MADENC‹L‹K
SANAY‹ VE T‹CARET A.fi.
16
Park Elektrik Madencilik Sanayi ve Ticaret A.fi.
Annual Report 2006
9. There has been no material action filed against our Company.
Our Company has not been exposed to any warning, notice or
administrative fine by the public authorities.
I. INTRODUCTION
1. Period of the Report
01.01.2006 - 31.12.2006
10. There has been no conflict of interest between the Company
and institutions and organizations which offered services on the
matters such as investment consultation, investment analysis and
rating.
2. Commercial Title of the Company
Park Elektrik Madencilik Sanayi ve Ticaret Anonim fiirketi
3. Amendments to the Articles of Association within the Relevant
Period
a. No amendment was made to Articles of Association of the Company
within the relevant period.
b. No penalty was given to the Company for implementations contrary
to the provisions of the laws and regulations within the relevant
period.
II. SECTORS IN WHICH THE COMPANY IS ACTIVE AND SHARE
OF THE COMPANY IN THE RELEVANT SECTOR
Global Copper Sector and Share of Park Elektrik in this Sector:
COPPER
Cooper, being a conductive raw material, has important rate of
utilization in many sectors from construction to electronics and
automotive to energy. In this sense, global copper production, with
higher consumption demands, increased by 12.5% in 2000-2006.
4. Capital, Dividend Rates, Shareholding Structure
• Registered Capital: NTL 60,000,000
• Issued Capital: NTL 48,000,000
a. Changes in the Capital Structure - No change in the capital structure
within the relevant period.
Distribution of global copper production on continental basis is as
follows: North and South America realized 59.3% of global copper
production in 2005.
b. Changes in the Shareholding Structure - Shareholding structure
was changed within the relevant period as follows:
CONTINENTAL DISTRIBUTION OF GLOBAL COPPER
PRODUCTION
There is no reciprocal participation relation in our Company.
Shareholding structure is as follows:
Shreholding Structure
31/12/2006
Share Rate
Park Holding A.fi.
Park Enerji Ekip. Mad. San. ve Tic. A.fi.
Others
Total
43.94%
24.50%
31.56%
100.00%
18000
16000
31/12/2005
Share Rate
45.89%
24.50%
29.61%
100.00%
5. Istanbul Stock Exchange (ISE) and Park Elektrik in 2006
The ISE-100 Index started the year at 39,778 in 2006 and followed
a rising trend within the first months of the year. The volatility in
the FX rates in May and June led to a retreat in the ISE and the
second half of the year witnessed consolidation back to the former
highs. All in all, the ISE-100 index closed the year with a minor
retreat at 39,117. The ISE-100's highest level within the year was
47,728, while its lowest level was 31,920. Total trade volume realized
as NTL 313,831,565,567 and total number of shares traded was
88,901,416,303.
14000
Others
12000
Africa
10000
Asia
8000
Europe
6000
America
4000
Australia
2000
0
2000
2001
2002
2003
2004
2005
Copper Production (000 tons)
When considered the distribution of copper production in countries,
Chile is the largest copper producer of the world and realized alone
35.8% of the global copper production in 2005. And Peru, a South
American Country, increased the copper production at a higher level
of 82% in 2000-2006. A closer look at the production trend in 19852005, reveals that while the share of Australia and America continents
is increasing, share of Asia, Europe and Africa is declining.
The shares of Park Elektrik followed a similar route, seeing their
lowest level of the year at NTL 4.90 by the end of June. The share
price was NTL 6.85 at the end of the year. The highest level reached
for Park Elektrik shares was NTL 10.30 within the year.
DISTRIBUTION OF COPPER IN COUNTRIES
12000
Trade volume in Park Elektrik shares realized as NTL 3,243,759,902.
Number of Park Elektrik shares traded in the ISE was 412,471,074.
Trade volume and number of shares traded in Park Elektrik rose
30.8% and 5.2%, respectively, in 2006 compared to the previous
year.
10000
Australia
8000
Peru
6000
Indonesia
4000
USA
2000
6. Dividend Rates of the Last Three Years
No dividend was distributed in the years 2004, 2005 and 2006.
0
Chili
2000
2001
Copper Production (000 tons)
7. Issued Securities
None.
8. Rating of a Rating Agency
There is no rating issued for our Company by any rating agency.
17
2002
2003
2004
2005
COPPER PRICES
The general upward trend in commodity prices after 2002 also
positively affected the copper prices; and in global markets, the price
of the copper with an average of 2,866 USD/tons in 2004, increased
to an average of 6,726 USD/tons in 2006. Although the copper price,
which increased to 7,670 USD/tons, its highest level of the recent
years, in the third quarter of 2006, regressed a little in the last quarter
of 2006, the average of November 2006 reached 7,029 USD/tons
and this average remained quite higher than that of 2005.
AVERAGE COPPER PRICE
9000
8000
US$/tons
7000
6000
5000
4000
3000
2000
1000
0
2004 2005 2006
3Q05 4Q05 1Q06 2Q06 3Q06
Sep. Oct. Nov.
2006 2006 2006
Park Elektrik, in the second half of 2006, started
to derive revenues from its copper mine, investments
in which were initiated in Siirt Madenköy in 2004.
Target of the Company is to reach copper
concentrate production of 100,000 tons per annum.
Copper concentrate of 9,271 dmt was shipped from
Madenköy facilities in 2006.
18
2. Sales of our Company in 2006:
2. ACTIVITIES
A- Investments:
Our Company focused on its investment relating to copper ore
extraction and processing, which started in 2004 in Siirt Madenköy,
and commenced its concentrate copper production facilities in May
2006.
January 1December 31,
2006
Coal Extraction Tons
Coal Washing Tons
Concentrate Copper
Dmt (dry metric tones)
The amount of the investment in Siirt Madenköy rose to NTL
49,709,322 as of year-end 2006 and NTL 6,764,673 of this amount
is pre-production and development expenditure. The capacityincreasing investments are maintained. Incentive certificate, obtained
for such purpose, was revised for an additional investment for capacity
increase; list of machinery and equipment supplied in the country
and amounting to NTL 19,872,911 and list of machinery and
equipment supplied from abroad and amounting to USD 37,924,239
were ratified within the scope of the incentive certificate. Amount
of the investment made within the scope of incentive by the date of
December 31, 2006 reached NTL 2,723,789 and USD 11,830,613.-
SALES
PROCEEDS
Domestic Sales
- Coal Extraction Process
- Coal Washing Process
-Others
Exports
- Concentrate Copper
Total
Investment expenditure of total NTL 33,446,543, including the
following items, was capitalized:
NTL
Lands
:
199,000
Underground and Aboveground Arrangements :
2,342,106
Buildings
:
5,670,736
Machinery-Facilities-Fixtures
:
21,926,063
Transfer Vehicles
:
211,827
Other Fixed Assets
:
2,968
Special Costs
:
668.054
Rights
:
11.237
Research Expenditure
:
343.682
Pre-Production and Development
:
2.070.870
1,314,767
1,066,223
-19,6%
-60,3%
12,600
-
-
-
-
Jan. 1, 2006
Dec. 31 2006
Jan. 1, 2005
Dec. 31, 2005
Change in
%
23,370,657
19,124,391
1,476,662
2,769,604
16,723,115
16,723,115
40,093,772
27,729,925
22,004,466
3,585,009
2,140,450
27,729,925
-15.7%
-13.1%
-58.8%
29.4%
44.6%
Liquid assets and net worth of Park Elektrik rose significantly in
2006. While 38.4% of the total assets were composed of current
assets at the end of 2005, this rate increased to 72.1% at the end of
2006. On the other hand, net worth of the Company increased by
29.9% to NTL 129.9 million as a result of both Company's operations
and the profit obtained from the sale of the shares in an affiliate.
1. Production of our Company in 2006:
1,057,536
423,047
9,271
The Company recorded a profit of NTL 37.6 million as a result of
sale of its 45% stake in Tufanbeyli Ekektrik Üretim A.fi. in Adana,
Tufanbeyli. This sale positively affected the profitability and net
profit of the Company for the year 2006 increased by 235% to NTL
31.7 million.
B- Activities regarding Production of Goods and Services
Our Company initiated in 2006 concentrate-copper production by
firstly starting test production in May upon completion of the facilities
where the copper ore, extracted from the mining zone in Siirt
Madenköy, would be processed. In the meantime, our Company
ended its coal extracting and washing activities in Çayirhan/Ankara
upon termination, respectively on August 1, 2006 and December 1,
2006, of the agreements entered with the relevant companies. No
change was made to the prices and conditions of the sale of the
services compared to the previous years.
Coal Extraction Tons
Coal Washing Tons
Concentrate Copper
Dmt (dry metric tones)
-19.6%
-60.3%
On the other hand, as a consequence of the increase in the operating
expenses caused by initiation of production by the new facilities, net
operating profit of the Company declined by 29% to NTL 6.1 million
compared to 2005. EBITDA of the Company rose 10.1% to NTL
13.7 million in 2006.
Our Company sold off, in May 2006, its 45% stake in Tufanbeyli
Elektrik Üretim Sanayi ve Ticaret Anonim fiirketi, resident in Ceyhan
Town of Adana Province and planning to generate electricity through
an electricity generation license for 30 years by establishing a Thermal
Power Plant with a capacity of 300 MW.
Change in
%
1,314,767
1,066,223
C. INFORMATION ON FINANCIAL STRUCTURE
Turnover of Park Elektrik increased by 45% to NTL 40.1 million
compared to the year 2005. The Company ended, respectively on
August 1, 2006 and December 1, 2006, its coal extracting and washing
activities, which it conducted in Ankara-Çay›rhan as a subcontractor.
The Company started production in the copper zone in Siirt Madenköy
in 2006 and shipped out copper concentrate of 9,271 dmt in 2006.
Considerable increase in the operating line originates from the
proceeds gained from the copper zone in Madenköy where the
Company had made investments in the past years.
At the end of 2005, NTL 8,804,358, the amount of continuing
investment, decreased to NTL 1,319,237 due to capitalization at the
end of 2006.
2005
1,057,536
423,047
Distribution, on the basis of product categories, of the sales made
in the relevant year (NTL):
Investments made in 2006: (NTL)
2006
January 1December 31, Change in
2005
%
19
IV. BOARD OF DIRECTORS
RATE AND
AMOUNT OF
SHAREHOLDING
IN THE
COMPANY'S
CAPITAL
MEMBERS
DUTIES
MEMBERSHIP
PROFESSIONAL
CATEGORIZATION EXPERIENCE
CURRENT
DUTIES
Nalan ERKARAKAfi
CHAIRWOMAN
NON-EXECUTIVE
• CMB (Capital Market Board),
Specialist
• Kentbank A.fi.
Assistant General Manager
• Kent Yat›r›m A.fi.
General Manager
• Riva Menkul De¤erler A.fi.
Chairwoman of the Board of
Directors
President of the
Capital Markets
Group in Park
Holding A.fi. and
Chairwoman of the
Board of Directors in
Ciner Group
Companies
NONE
Ali Coflkun DUYAK
VICE
CHAIRMAN
NON-EXECUTIVE
• Parsan A.fi. Engineering
Department
• Park Tekstil A.fi. Assistant
General Manager
Vice Chairman and
Member of the Board
of Directors in Ciner
Group Companies
and General Manager
of Ceytafl
NONE
Fercan Aykutlu
MEMBER
NON-EXECUTIVE
• Assistant Account Specialist,
Account Specialist and Chief
Account Specialist
Member of the Boards
of Directors of Ciner
Group Companies
NONE
Süleyman UYAN
MEMBER
EXECUTIVE
• Kentbank A.fi. Investment
Banking Coordinator
• Kent Yat›r›m A.fi.
Assistant General Manager
• Riva Menkul De¤erler A.fi.
General Manager and Member
of the Board of Directors
Group Companies
NONE
Hulki YAKUPO⁄LU MEMBER
NON-EXECUTIVE
• Press Counsultant of the
Prime Ministry
• Member of the Board of
Directors in various companies
Group Companies
NONE
Biltekin ÖZDEM‹R
MEMBER
NON-EXECUTIVE
• Undersecretariat of Finance
and Customs
• Samsun Deputy
• Vice President of the Banking
Regulatory and Supervisory
Agency
Independent member
of the Board of
Directors of Ciner
Group Companies
NONE
MEMBER
NON-EXECUTIVE
• ‹stanbul Sar›yer Chief Prosecutor
• ‹stanbul fiiflli Chief Prosecutor
• ‹stanbul Chief Public Prosecutor
Independent member
of the Board of
Directors of Ciner
Group Companies
NONE
‹nanç fiENEL
MEMBER
NON-EXECUTIVE
• Worked in various positions and
cadres in Koçbank A.fi.
• Koç Yat›r›m A.fi.
• Koç Holding A.fi
Finance Director of
Ciner Group
NONE
Ömer YENEL
MEMBER
NON-EXECUTIVE
• Erke Mühendislik A.fi. Chairman
of the Board of Directors
• Baflkent Elektrik Da¤›t›m A.fi.
Member of the Board of Directors
• Association of Turkish
Agriculture Cooperatives,
Chairman of the Board of
Directors and General Manager
Group Companies
NONE
20
a. There is no commercial or non-commercial business or transaction
entered by the members of the board of directors, managers and
shareholders directly or indirectly holding at least 5% of the Company
capital with the Company and the other companies controlled by
the Company.
• Acts carefully and selectively in personnel employment; pays
utmost attention to employment of the convenient candidates
within the frame of the written and determined criteria;
• Evaluates performance and awards higher performances; makes
studies on increase of the efficiency;
• Gives importance to training of the personnel; for this purpose
makes training planning;
• Procures secure work environment and conditions;
• Use contemporary communication means to the maximum extent
in order to increase communication with the personnel;
• Makes career planning for its employees.
b. Duties and responsibilities of the members of the Board of Directors
are set forth in the Articles of Association.
c. There is no contradiction with the rules established by the Company
relating to the duties assumed by the members of the board of
directors outside the Company.
Human Resource Profile
Profile of 354 employees working in our Company is as follows:
d. Biltekin Özdemir and Ferzan Çitici are independent members of
the Board of Directors of the Company as per the Corporate
Governance Principles of the Capital Market Board. Declaration
regarding independence of the relevant members is included in the
Report of Compatibility with the Corporate Governance.
15%
e. Monthly net salary of NTL 2,000 is paid to the independent
members of the Board of Directors of the Company.
30%
55%
f. Members of the Board of Directors do not hold capital market
instruments issued by the Company.
Education of the Personnel
Others
Lycee
University
g. There is no action filed against the members of the board of
directors and managers relating to the activities of the Company.
3%
h. There is no payment made or interest offered to the non-executive
dependent members of the board of directors in cash such as salary,
bonus, other regular and irregular payments and in kind such as
share certificates, derivative instruments based on the share certificates,
call options given within the scope of plans for offering share
certificates to the employees, house or car the ownership of which
is given and/or which is allocated for use.
Female
Male
E- ADMINISTRATIVE ACTIVITIES
Executive Staff of the Company:
Title
97%
Manager
Appointment
Date of
Executive Member
Süleyman UYAN
Vice General Manager
Tacigül ERDEM
Investor Relations Director
Bu¤ra BABAN
Operations Manager
‹smail Hakk› ‹ÇYÜZ
06.10.2004
07.10.2002
26.04.2005
30.08.2006
Personnel and Worker Movements:
Number of the Employees
Dec. 31, 2006
Dec. 31, 2005
Siirt Madenköy
Çay›rhan
Merkez
Edirne
TOTAL
Gender of the Personnel
334
10
10
354
Age of the Personnel
52
116
102
19-25
26-30
31-40
40-60
84
185
261
10
12
468
Collective Bargaining:
The Company entered a collective bargaining agreement for the term
between 01.01.2006 and 31.12.2007 with the Turkish Pitmen Trade
Union relating to the workers in Çay›rhan Facilities, which were later
on transferred to the group companies in 2006. There is no collective
bargaining application in the other work places of the Company.
F- HUMAN RESOURCE POLICY
Human Resource Department is authorized to carry out works and
studies relating to Human Resources. The department, in general
terms, acts on the matters of human resources planning, training,
career planning, personnel budget, employment-appointment,
severance, performance evaluation, remuneration according to
performance and measurement of the employee satisfaction.
Rights and Benefits Provided to the Personnel and Workers:
The personnel are provided with social benefits such as meal (at the
work place), transportation (service) vehicle, payment during leave,
fuel, marriage, birth, death and work place uniform benefits besides
salary.
3- CONCLUSION
The Company, within the scope of human resource policy
implemented through its Human Resource Department;
Net profit of our Company for 2006 was NTL 31,706,936 according
to the financial statements issued based on international accounting
standards.
• Offers equal opportunities to all of its personnel and deals fairly
with them
21
INDEPENDENT AUDIT REPORT ABOUT FINANCIAL
STATEMENTS FOR JANUARY 1, 2006 - DECEMBER 31, 2006
ACCOUNTING PERIOD OF PARK ELEKTR‹K
MADENC‹L‹K SANAY‹ VE T‹CARET A.fi.
NOTES TO THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006
(Amounts are expressed in New Turkish Liras unless otherwise indicated)
22
TABLE OF CONTENTS
BALANCE SHEET
INCOME STATEMENT
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
CASH FLOW STATEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1 THE ORGANIZATION AND FIELD OF ACTIVITY OF THE COMPANY
NOTE 2 THE FUNDEMANTALS OF THE DISCLOSURE OF FINANCIAL STATEMENTS
NOTE 3 ACCOUNTING PRINCIPLES AND VALUATION METHODS IMPLEMENTED
NOTE 4 LIQUID ASSETS
NOTE 5 MARKETABLE SECURIT‹ES
NOTE 6 FINANCIAL LIABILITIES
NOTE 7 TRADE RECEIVABLES AND PAYABLES
NOTE 8 LEASES
NOTE 9 RECEIVABLES DUE FROM/PAYABLES DUE TO RELATED PARTIES
NOTE 10 OTHER RECEIVABLES AND PAYABLES
NOTE 11 LIVESTOCK
NOTE 12 INVENTORIES
NOTE 13 RECEIVABLES AND PROGRESS PAYMENTS FROM ONGOING
CONSTRUCTION CONTRACTS
NOTE 14 DEFERRED TAX ASSETS AND SHORT/LONG-TERM LIABILITIES
NOTE 15 OTHER CURRENT/NON-CURRENT ASSETS AND SHORT/LONG TERM LIABILITIES
NOTE 16 FINANCIAL ASSETS
NOTE 17 POSITIVE/NEGATIVE GOODWILL
NOTE 18 INVESTMENT PROPERTY
NOTE 19 TANGIBLE ASSETS
NOTE 20 INTANGIBLE ASSETS
NOTE 21 ADVANCES RECEIVED
NOTE 22 RETIREMENT PLANS
NOTE 23 PROVISION FOR LIABILITIES
NOTE 24 MINORITY INTEREST/MINORITY PROFIT-LOSS
NOTE 25 CAPITAL/CAPITAL ADJUSTMENT FOR MUTUAL INVESTMENTS
NOTE 26 CAPITAL RESERVES
NOTE 27 PROFIT RESERVES
NOTE 28 PRIOR YEARS' LOSSES
NOTE 29 POSITION OF FOREIGN EXCHANGE BALANCES
NOTE 30 GOVERNMENT INCENTIVES AND GOVERNMENT ASS‹STANCE
NOTE 31 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES
NOTE 32 MERGERS
NOTE 33 SEGMENT REPORTING
NOTE 34 EVENTS AFTER THE BALANCE SHEET DATE
NOTE 35 DISCONTINUED OPERATIONS
NOTE 36 OPERATING REVENUES
NOTE 37 OPERATING EXPENSES
NOTE 38 REVENUES/PROFIT OR EXPENSES/LOSSES FROM OTHER OPERATIONS
NOTE 39 FINANCIAL EXPENSES
NOTE 40 NET MONETARY GAIN/LOSS
NOTE 41 TAXES
NOTE 42 EARNINGS PER SHARE
NOTE 43 CASH FLOW STATEMENT
NOTE 44 OTHER IMPORTANT MATTERS THAT CARRY SIGNIFICANCE AND
AFFECT THE EXPLICITNESS, INTERPRETABILITY AND
COMPREHENSIBILITY OF FINANCIAL STATEMENTS
23
24
26
26
27
28
28
28
28
31
31
31
31
32
32
39
39
39
39
39
40
40
40
40
40
41
41
41
41
43
43
43
43
44
44
44
45
45
45
45
45
45
46
46
46
46
46
47
47
47
BALANCE SHEET AS OF
DECEMBER 31, 2006 AND DECEMBER 31, 2005
NOTE
REFERENCES
CURRENT
PERIOD
DEC. 31, 2006
PREVIOUS
PERIOD
DEC. 31, 2005
ASSETS
Current Assets
Liquid Assets
4
Marketable Securities (Net)
5
Trade Receivables (Net)
7
Financial Leasing Receivables (Net)
8
Receivables Due From Related Parties (Net)
141.266.882
43.731.242
19.514.709
34.136.716
43.423
2.220.902
682.683
9
100.312.160
5.334.411
Other Receivables (Net)
10
714
43.990
Livestock (Net)
11
Inventories (Net)
12
6.822.534
923.045
Receivables From Construction Contracts (Net)
13
Deferred Tax Assets
14
545.451
253.285
Other Current Assets
15
Long-Term Assets
-
11.850.412
2.313.689
54.590.009
70.098.844
Trade Receivables (Net)
7
425
425
Financial Leasing Receivables (Net)
8
-
1.714.660
Receivables Due From Related Parties (Net)
9
977.227
Other Receivables (Net)
10
-
-
Financial Assets (Net)
16
15
26.742.773
Positive / Negative Goodwill (Net)
17
-
450.746
Investment Property (Net)
18
-
-
Tangible Assets (Net)
19
40.153.377
27.199.973
Intangible Assets (Net)
20
12.799.218
12.871.878
Deferred Tax Assets
14
592.815
1.079.036
Other Long-Term Assets
15
Total Assets
The accompanying notes are an integral part of these financial statements.
24
66.932
39.353
195.856.891
113.830.086
BALANCE SHEET AS OF
DECEMBER 31, 2006 AND DECEMBER 31, 2005
NOTE
REFERENCES
CURRENT
PERIOD
DEC. 31, 2006
PREVIOUS
PERIOD
DEC. 31, 2005
56.882.091
8.321.167
LIABILITIES
Short Term Liabilities
Financial Liabilities (Net)
6
36.994.100
-
Principal Install. and Interests of Long Term Loans (Net)
6
735.854
735.854
Payables of Leases (Net)
8
-
-
Trade Payables (Net)
7
6.671.541
3.910.057
Payables Due to Related Parties (Net)
9
479.726
632.045
Provision for Liabilities
23
10.685.200
2.052.647
Defferred Tax Liability
14
-
-
Other Liabilities (Net)
10
1.315.670
990.564
Long Term Liabilities
Financial Liabilities (Net)
6
9.065.815
5.523.607
977.227
1.714.660
Payables of Leases (Net)
8
-
-
Trade Payables (Net)
7
5.149.576
2.322.226
Payables Due to Related Parties (Net)
9
-
-
Provision for Liabilities
23
2.939.012
1.486.721
14
-
-
Defferred Tax Liability
MINORITY INTEREST
24
SHAREHOLDERS' EQUITY
Capital
25
129.908.985
99.985.312
48.000.000
48.000.000
Capital Adjustment of Mutual Investment
25
-
-
Capital Reserves
26
41.882.550
41.882.545
41.882.545
41.882.545
Issue Premium From Participations
Equity Translation Differences
26
5
-
Profit Reserves
27
8.319.499
1.275
Legal Reserves
Extraordinary Reserves
Special Reserve
Net Period Profit/Loss
Prior Years' Profit/Loss
28
Total Liabilities and Shareholders' Equity
25
451.154
-
7.867.370
-
975
1.275
31.706.936
9.451.812
-
649.680
195.856.891
113.830.086
INCOME STATEMENT FOR THE PERIODS JANUARY 1-DECEMBER 31, 2006
AND JANUARY 1-DECEMBER 31, 2005
NOTE
REFERENCES
OPERATING REVENUES
Sales Revenues (Net)
Cost of Sales (-)
Other Revenues From Operations (Net)
GROSS OPATING PROFIT / LOSS
Operating Expenses (-)
NET OPERATING PROFIT / LOSS
Revenues and Profit From Other Operations
Expenses and Losses From Other Operations (-)
Financial Expeneses (-) / Revenues (+)
OPERATING PROFIT / LOSS
Net Monetary Gain / Loss
MINORITY PROFIT / LOSS
EARNINGS BEFORE TAX
Taxes
NET PERIOD PROFIT / LOSS
EARNINGS / LOSS PER SHARE
CURRENT
PERIOD
JANUARY 1
DECEMBER 31, 2006
40.093.772
40.093.772
(21.389.177)
109.897
18.814.492
(12.715.716)
6.098.776
42.344.514
(6.083.084)
(2.058.012)
40.302.194
40.302.194
(8.595.258)
31.706.936
0,00661
36
36
36
37
38
38
39
40
24
41
42
PREVIOUS
PERIOD
JANUARY 1
DECEMBER 31, 2005
27.729.925
27.729.925
(13.065.231)
166.482
14.831.176
(6.232.986)
8.598.190
2.772.506
(3.872.962)
4.138.563
11.636.297
11.636.297
(2.184.485)
9.451.812
0,00197
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR
ENDED DECEMBER 31, 2006
Balance as of Dec. 31, 2005
Adjustments
Reserves
Consolidated Profit/Loss
Adjustment of Participation
Issue Premium From
Participations
Net Period Profit (or Loss)
Dividends Distributed
Revaluation Fund
Amortization of Reval. Fund
Capital
Equity
Translation
Differences
Issue
Premium
From Part.
Reval.
Fund
Legal
Reserves
48.000.000
41.882.545
-
1.275
451.154
Extraor.
Reserves
Net
Period
Profit
(or Loss)
Prior
Years'
Profits
7.867.370
(1.782.968)
5
48.000.000
41.882.545
(300)
975
5
451.154
7.867.370
Total
10.101.492 99.985.312
(8.318.524) (8.318.524)
8.318.524
(1.782.968)
31.706.936
5
31.706.936
9.451.812
(300)
- 129.908.985
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR
ENDED DECEMBER 31, 2005
Balance as of Dec. 31,2004
Adjustments
Net Period Profit (or Loss)
Dividends Distributed
Revaluation Fund
Amortization of Reval. Fund
Capital
Equity
Translation
Differences
Issue
Premium
From Part.
Reval.
Fund
Legal
Reserves
Extraor.
Reserves
48.000.000
41.882.545
-
-
-
-
48.000.000
41.882.545
1.500
(225)
1.275
-
26
-
-
Net
Period
Profit
(or Loss)
Prior
Years'
Profits
Total
649.680
90.532.225
9.451.812
9.451.812
9.451.812
1.500
(225)
99.985.312
649.680
CASH FLOW STATEMENT AS OF
DECEMBER 31, 2006
Note
Ref.
Current Period
December 31, 2006
A- CASH FLOWS FROM OPERATING ACTIVITIES
1- Net Profit
Previous Period
December 31, 2005
(29.517.204)
42
2- Depreciaton Expense
75.127.243
31.706.936
9.451.812
7.628.255
3.872.898
Depreciation of Tangible Assets
19
4.461.353
2.748.070
Depreciation of Intangible Assets
17-20
3.166.902
1.124.828
3- Provision for Severance Pay + Vacation Rights
23
1.452.291
4- Provision for Doubtful Receivables
7
-
5.000
(110.667.989)
59.028.916
(5.237.353)
(429.905)
6.802.639
6.617.270
-
-
5- Change in Trade Transactions and Other Receivables
6- Chamge in Inventories
7- Change in Trade Payables
8- Change in Working Capital
9-Income From Long-Term Investment
10- Taxes and Similar Liabilities Paid
23
11- Gain/Loss on Sale of Tangible Assets
12-Adjustment Differences of Goodwill and Participation
38
396.159
40.437.708
-
(1.979.503)
(1.586.553)
339.812
6.222
-
(1.782.967)
13- Changes in Marketable Securities
-
(43.391)
14- Changes in Other Assets
-
(408.218)
B- CASH FLOWS FROM INVESTMENT ACTIVITIES
(19.997.503)
(41.638.751)
1- Purchases of Tangible Assets
19
(19.639.378)
(13.265.566)
2- Purchases of Intangible Assets
20
(2.164.388)
(3.443.736)
-
(25.410.542)
1.806.263
481.093
3- Changes in Other Investment Activities
16-17
4- Cash Inflows From Sales of Tangible Assets
5- Net Book Value of Tangible Assets Sold
19
-
-
-
-
C- CASH FLOWS FROM FINANCING ACTIVITIES
36.256.668
798.885
1- Net Changes in Financial Liabilities
36.994.100
-
-
-
6- Net Book Value of Intangible Assets Sold
2- Interest Received
3- Interest Paid
-
-
4- Dividends Paid
-
-
737.432
(798.885)
(13.258.039)
32.689.607
34.136.716
1.456.659
(1.363.968)
(9.550)
19.514.709
34.136.716
5- Cash Payment For Bank Loans Received
NET INCREASE / DECREASE OF CASH AND
CASH EQUIVALENTS
BEGINNING BALANCE OF CASH AND CASH
EQUIVALENTS
4
Effect of Foreign Exchange Differences and Interest
Accruals on Cash and Banks
ENDING BALANCE OF CASH AND CASH
EQUIVALENTS
4
27
Offsetting
The assets and liabilities in the financial statements are not eliminated
for each other excluding the situations permitted and obliged in The
Communique Serial: XI Number: 25. The revenue and expense items
are eliminated for each other only for the situations stated in accounting
standards.
NOTE 1- THE ORGANIZATION AND THE OPERATIONS OF
THE COMPANY
Park Elektrik Madencilik Sanayi ve Ticaret A.fi. (the Company) was
founded in 1994 and its field of activity is to explore and extract as
well as to process all kinds of mines, ores and their derivatives; to
process, purify and refine all kinds of metals and materials produced
from metals; to set up and operate cogeneration power stations in
order to meet the need for electricity, energy and steam, to sell the
energy surplus, to produce all kinds of fibers from glass metal and
metal derivatives and to manufacture all kinds of products from
these fibers, to set up, operate, cause to be operated or sell power
stations for the generation and distribution of electricity.
Classifications
In the previous periods' financial statements some classifications are
made in order to provide consistency with current period.
NOTE 3- ACCOUNTING PRINCIPLES AND VALUATION
METHODS IMPLEMENTED
The significant acconting principles implemented in the preparation
of financial statements are as follows:
29,17% of the shares of the publicly held Company is traded on the
‹stanbul Stock Exchange (ISE).
Revenue
Revenue is recognized when the delivery is performed, when the
amount of revenue can be measured reliably, and when it is probable
that the economic benefits associated with the transaction will flow
to the entity. Revenue is measured at the fair value of the consideration
received or receivable on accrual basis. Net sales item is calculated
as the deduction of sales returns and sales discounts from sales item.
In export sales the significant risks and rewards are transferred with
delivery. However in domestic sales, the significant risks and rewards
are transferred with delivery or when the legal title passes to the
buyer. Interest revenue is recognized using effective interest method,
dividend revenue is recognized when the shareholder's right to
receive payment is established. (Note:36). The Company has service
sales of coal extraction, coal washing and other labour operations
for January-December period of the year 2006, which constitute
57% of gross sales.
The legal headquarters of the Company is at Paflaliman› Caddesi
No:73 Üsküdar/‹STANBUL. As of December 31, 2006, the Company
has 354 employees and it has a branch established on 05.04.2006 at
the address of Madenköy-fiirvan/S‹‹RT under the name “Park
ElektrikMadencilik Sanayi ve Ticaret A.fi. Madenköy Branch” to
produce concentrated copper and an idle textile plant located at
Kap›kule yolu üzeri ED‹RNE. (Number of employees as of December
31, 2005: 468)
Shareholders holding 10% and more of the capital of the Company
are
- Park Holding A.fi.
- Park Enerji Ekipmanlar› Madencilik San. ve Tic. A.fi.
The controlling shareholder of the undertaking is Park Holding A.fi.
with a capital share of 43,94%.
In the revenue item of the Company, potential losses of guarantee
costs and revenues generated by barter is not available.
NOTE 2-THE FUNDEMANTALS OF THE DISCLOSURE OF
FINANCIAL STATEMENTS
Inventories
Inventories are measured at the lower of cost assigned by using
weihted average method and net realizable value. (Net realizable
value is the estimated selling price less the estimated costs of
completion and the estimated costs necessary to make the sale). Cost
involves cost of direct materials, labour and manufacturing overhead,
whereas it does not involve borrowing costs. (Note:12)
The Accounting Principles Implemented
The legitimate records of the Company are kept in conformity with
Turkish Commercial Code and the accounting principles determined
by tax legislation. The attached financial statements as in conformity
with Serial: XI No:25 with the purpose of disclosure include some
adjustments and classifications including the changes in the purchasing
power of New Turkish Lira. With the decree dated March 17, 2005,
CMB announced that the implementation of inflation accounting is
no longer necessary beginning from January 1, 2005. The financial
statements and footnotes are prepared in conformity with the forms
that are put in force to be implemented by the announcement of
CMB dated December 20, 2004.
Tangible Assets
The tangible assets are disclosed with their inflation adjusted values
(to December 31,2004) according to acquisition date. Tangible assets
excluding Land are carried with cost method according to the 7.
section of The Communique Serial: XI Number: 25. Tangible assets
are carried at cost less accumulated depreciation and any accumulated
impairment loss. Depreciation is calculated over the adjusted values
of tangibles, excluding land having an infinite useful life, on straightline basis. Tangible assets are depreciated over the following useful
lives: (Note:19)
The Communique Serial: XI Number: 25 on “The Accounting
Principles In Capital Markets”, issued in November 15, took effect
on the date it was published to be valid from the first intermediate
financial statements that expired after January 1, 2005. The attached
financial statements were prepared according to the provisions of
the said communiqué.
Buildings
Underground and Aboveground Structures
Property, Plant and Equipment
Vehicles
Furniture and Fixtures
Other Tangible Assets
There are no periodical or seasonal changes that could have a
significant effect on the operations of the Company.
The Company has prepared the comparative balance sheet as of
December 31, 2006 and December 31, 2005, the comparative income
statement for the period January 1 - December 31, 2006 and for
January 1 - December 31, 2005 and comparative statement of changes
in shareholders' equity and comparative statement of cash flow for
the period January 1 - December 31, 2006 and for January 1 December 31, 2005.
Useful Life
10-50 Years
8-20 Years
4-15 Years
4-12 Years
4-16 Years
4 Years
The gain or losses arising from sale of tangible assets are included in
the related revenue and expense accounts. The charges of maintenance
and repairment can be recognized as expenses while the expenditures
that increase the performance of tangibles are capitalized.
28
Intangible Assets
The intangible assets are disclosed with their inflation adjusted values
(to December 31,2004) according to acquisition date. Intangible
Assets are carried with cost method pursuant to 7th section of The
Communique Serial: XI Number: 25. Intangible assets are carried
at cost less accumulated depreciation and any accumulated impairment
loss. Depreciation is calculated over the adjusted values of intangibles
on straight-line basis. Intangible assets are depreciated over the useful
lives: (Note: 20)
Financial Assets: For the financial instruments traded in the stock
exchange, the fair value is determined by using the value in the stock
exchange market or market value. Within this framework, pursuant
to the CMB letter dated May 18, 2005 number 288-12335, the
securities and other financial instruments are to be measured with
the prices published by the ISE. For the instruments the market
value of which is not known, the fair value becomes the book value.
The financial assets are recorded with their book values on the basis
of their transaction date.
Useful Life
During the reporting periods following the first date of entry, those
financial assets which the Company has the intention and power to
hold until maturity are valued at their discounted acquisition values
to account for any impairment.
Rights (Trademarks, licences, copyrights,
patent, softwares etc.)
Special Costs
2-16 Years
3-25 Years
Impairment
Impairment loss is calculated when the estimated replacement value
of an asset or a cash-generating unit exceeds the recorded value of
tangible and intangible assets. The estimated replacement value of
an asset or a cash-generating unit is the higher of its sales value and
its value in use. Value in use is the present value of the sum of future
cash flows expected to be derived from an asset or cash-generating
unit and sales value at the end of useful life.
The financial assets not classified as held-to-maturity assets are
investments for ordinary purchase-sale and available-for-sale financial
assets and they are measured with the carrying value in the balance
sheet date. The unrealized gains and losses on investments for ordinary
purchase-sale are disclosed in period profit or loss, whereas, unrealized
gains and losses of available-for-sale financial assets are disclosed
under equity section until it is decided whether to sell or bear
continuous impairment. In case of sale or impairment, the cumulative
profit or loss previously realized is transferred to period profit or
loss.
Borrowing Costs
The interest expenses directly related with the purchase, construction
and production of the qualifying assets (The assets, which require
substantial time for rendering ready for use and sale) should be involved
in the cost of that asset until the asset is ready for use or sale.
Trade receivables and trade payables: The trade receivables, in the
scope of 11th section of the Communique Serial: XI Number: 25,
are disclosed as the net realizable value measured with effective
interest method less provision for doubtful receivables. The provisions
of doubtful receivables are calculated by taking into consideration
the uncollected receivables, guarantees received, the previous
experiences and current economic circumstances. The receivables
the collection of which has become doubtful, should be realized as
loss during the year such doubtful state has emerged.
All the other financial expenses are disclosed in the income statement
at the date of occurance.
Financial Instruments
The financial instruments are to be measured at fair value in conformity
with the 11th section of the Communique Serial: XI Number: 25.
Fair value is the amount for which an asset could be exchanged, or
a liability settled, between knowledgeable, willing parties in an arm's
length transaction. The market value of a financial instrument, in
the availability of an active market, is equal to the amount to be
received in sale or to the loan received to finance the purchase.
Receivables Due From/Payables Due to Related Parties: The carrying
values of such receivables and payables are assumed as the realistic
values.
Loans: Bank loans are recorded as the amount of loans less transaction
expenses as of the date they are obtained. Bank loans are recorded
at discounted acquisition value with effective interest method later
on. After the transaction expenses are deducted, the difference
between the residual amount and the discounted acquisition value
is disclosed in the income statement as financial cost during the
period of the loan.The financial cost arising from loans are disclosed
in the income statement. (Note.6)
The fair value of financial instruments are determined by the Company
by using market information and applicable valuation methods.
However, interpretation of financial data used in the determination
of the fair value is required. Therefore, the estimates presented in
this report may not correspond to such values the Company may
obtain under current market conditions should it dispose of its assets
The Company uses financial instruments that carry off-balance sheet
risk like letter of credit, etc. during its ordinary operations. The
possible losses which the Company may sustain from these instruments
is equal to the contract value of these financial instruments.
Bank deposits, receivables, contingent commitments such as letters
of guarantee and letters of credit, and other financial instruments
such as forward transactions are significant financial instruments
that can affect the financial position of the Company negatively in
case the other party does not fullfil the contractual provisions.
Below are the methods and assumptions taken into consideration in
determining the fair value of financial instruments:
Foreign Currency Denominated Transactions: The foreign currency
denominated transactions are translated to NTL with the foreign
exchange rate prevailing at the date of transactions. The monetary
assets and liabilities are translated by using foreign currency buying
rates fixed by the Republic of Turkey Central Bank at the date of
the balance sheet. The revenues and expenses are included in the
financial revenue and expense items. (Note: 4 ,6, 7)
Cash and Banks: Cash and banks account comprise of cash, demand
and time deposits in banks. In case the cash and banks account is
denominated in foreign exchange, it is expressed in NTL translated
with the foreign exchange rate at the end of the period. The current
value of cash and deposit in banks reflect the fair value of the stated
assets.
Risk of Collection: The risk of collection mainly arises from trade
receivables. Trade receivables, are calculated by taking into
consideration the prior experiences of the Company with the
customers and the current economic circumstances, that will provide
the disclosure of net value of trade receivables with the provision
for doubtful receivables recognized.
The book value of some financial assets that equal their acquisition
value, is assumed to reflect the fair value because they are short-term
assets.
29
Price Risk: The Company is exposed to foreign exchange rate
flactuations. The export and import transactions of the Company
are performed with foreign currencies. The interest rates of the bank
loans received change in parallel with the market interest rates. This
exposes the Company to interest rate fluctuations in domestic and
foreign markets.
When the change in the accounting policy affects the current term
or the previous terms, such policy change shall be applied to the
financial statements retrospectively.
Certain financial statement items also include estimated amounts
due to prevailing uncertainties in the activities of the undertaking.
Estimates are revised in case a change occurs in the conditions under
which such estimation is made or new information is acquired or
any further developments emerge. In the event the effect of such
change in the accounting estimate relates only to a single term, it is
reflected on the financial statements during the current term such
change is made and in the event it relates to future terms, it is reflected
both during the term such change is made as well as in future terms
prospectively in a manner to be taken into account for determining
the net term profit or loss.
Liquidity Risk: The Company provides funds by converting its shortterm financial instruments into cash (eg. collection from customers,
disposal of marketable securities). The proceeds are recorded with
their realistic values.
Offsetting: Financial assets and liabilities are disclosed after reciprocal
elimination if one of the following circumstances exists: In case the
Company has the right to offset legitimately, or it can be provided
with net amount, or the collection is possible, or the acquisition of
asset and fulfillment of the liability are performed simultaneously.
Errors may include mathematical errors, misapplication of accounting
policies, misinterpretation of or inattention to information relating
to the financial statements of the Company. In case the Company
becomes aware of a potential error, the corrected amount of the
relevant error is adjusted on the financial statements retrospectively.
Mergers: None. (December 31, 2005; None.)
The Effects of Changes In Foreign Exchange Rates
In the legitimate records of the Company, the transactions recorded
with foreign exchanges (currency units other than NTL) are translated
into New Turkish Liras at the exchange rates at the dates of the
transactions. Assets and liabilities in foreign exchange are translated
into New Turkish Liras at the closing rate. The resulting foreign
exchange gains and losses due to the translation and the collection
and payment of foreign currency transactions are disclosed in the
income statement.
Leases
The Company recognizes financial leases as assets and liabilities in
the balance sheet at the lower of the fair value of the leased property
or the present value of the minimum lease payments. When calculating
the current value of the minimum lease payments, the implicit interest
rate applicable to the leasing is primarily taken as the basis and in
the event no such implicit interest rate can be determined, the
marginal borrowing interest rate of the lessee is taken as the basis.
As of December 31, 2005, the Company does not have any leased
properties.
Earnings Per Share
Earnings per share is calculated by dividing profit or loss attributable
to ordinary equity holders by the weighted average number of ordinary
shares outstanding.
Related Parties
In the financial statements, the shareholders of the Company, the
companies in which they have ownership, the directors, and the other
groups known to be in relation are defined as “related parties”.
(Note: 9)
Events After The Balance Sheet Date
Events after the balance sheet date are those events, favourable and
unfavourable, that occur between the balance sheet date and the
date when the financial statements are authorized for issue. The two
types of events that should be explained in the notes are as follows:
Segment Reporting
The Company is predominantly operating solely in the mining sector
and is engaged in coal mining-cleaning and concentrated copper
production at home. All the assets and production facilities of the
Company are in Turkey. The Company does not effectuate any
foreign sales in connection with concentrated copper.
(a) Those that provide evidence of conditions that existed at the
balance sheet date (adjusting events after the balance sheet date)
(b) Those that are indicative of conditions that arose after the balance
sheet date (non-adjusting events after the balance sheet date)
Provisions, Contingent Liabilities and Contingent Assets
Provisions are calculated in the circumstances when there is a present
obligation arising from past events, the settlement of which is expected
to result in an outflow from the entity of resources embodying
economic benefits. (Note:31)
Government Grants and Government Assistance
The Company includes all governmental incentives including those
non-monetary governmental incentives that are followed up over
their fair value as and when there is reasonable assurance that such
incentives can be obtained. Even when they are obtained in cash or
in such manner so as to decrease any liability towards the government,
governmental incentives are shown on the financial statements in the
same manner.
Contingent Liabilities and Contingent Assets; The possible assets
and liabilities that arise from past events and whose existence will
be confirmed only by the occurance or non-occurance of one or
more uncertain future events not wholly within the control of the
entity are not dislosed in financial statements. (Note:31)
Income Taxes
Income tax item comprises of the aggregate changes in respect of
current tax and deferred taxes. The Company calculates the current
and deferred taxes in conformity with the 28th section of the
Communique Serial: XI Number: 25
Accounting Policies, Changes In Accounting Estimates and Errors
The Company may make changes in its accounting policies in the
event the effects of the transactions and events on the financial
situation, performance or cash flows are of a nature that shall result
in a more convenient and reliable presentation of financial statements.
When the implementation of such change affects the future terms,
such policy change shall be applied to financial statements during
the term the change is made.
In the financial statements presented, tax provision is calculated over
the Income Tax liability estimated from the results of the period.
The Income Tax liability is to be calculated over the tax base after
the addition of expenses that are not permitted to be deducted from
tax base by tax legislation and the deduction of exceptions and
allowances that the tax legislation permits.
30
Deferred tax assets and liabilities are the amouns of corporate income
taxes that should be realized in respect of the taxable temporary
differences. Deferred tax liability, is recognized for every taxable
temporary differences, whereas, deferred tax asset is recognized only
if the resultant asset is expected to be recovered or settled, and a
taxable profit is expected to be realized in the future. Deferred tax
asset and liability is calculated as the liability which has to exist on
the basis of timing differences which arise due to different evaluation
of certain income and expense items in respect of accounting and
taxation. Deferred tax liability is calculated for all taxable timing
differences that may arise whereas the deferred tax asset is recorded
only when such asset to arise is expected to be redeemed and a
taxable profit is expected to be generated in the future. Deferred
tax is calculated over the tax ratios applicable during the term the
assets emerge or liabilities are discharge and recorded on the income
statement as an expense or income. Provided they are subject to the
tax legislation of the same country and in the event a legally enforceable
right exists to set off current tax assets from current tax liabilities,
deferred tax assets and deferred tax liabilities are set off mutually
(Note: 14).
Of the long-term bank loans, totaling 36.994.100 NTL, 36.691.896
NTL is transferred to the use of Park Holding A.fi., 1.713.081 NTL
long-term bank loan and principal and interest payments of the longterm loan is transferred to the use of the Group Company, Park
Teknik Elektrik Madencilik Turizm Sanayi ve Ticaret A.fi. The
principal and interest payments are reflected to the above mentioned
companies. Therefore, no related revenue and expense items are
recognized in the attached financial statements.
The short-term bank loans are as follows:
Foreign
Currency
USD
USD
Interest Rate
%
8,00
8,37
Amount of
Foreign Currency
26.104.081
215.000
Dec. 31,
2006
36.691.896
302.204
36.994.100
The principal installations of long-term bank loans are as follows:
Employee Benefits: Provision for severance pay expresses the present
value of expected future liabilities that will occur with the retirement
of employees as embodied in Turkish Labour Law. (Note:23).
For the vacations not used, provision for vacation rights are calculated
and presented in the attached financial statements.
Retirement Plans: None. (December 31, 2005; None.)
Foreign
Currency
USD
Amount of
Foreign Currency
461.472
Dec. 31,
2006
735.854
735.854
Foreign
Currency
USD
Amount of
Foreign Currency
461.472
Dec. 31,
2005
735.854
735.854
Agricultural Activities: None. (December 31, 2005; None.)
Long-Term bank loans are as follows:
Cash Flow Statement
The cash flows of the period are reported as operating, investment
and financing activities
Foreign
Currency
USD
Interest
Rate %
7.50
Amount of
Foreign Currency
615.284
Dec. 31,
2006
977.227
977.227
Foreign
Currency
USD
Interest
Rate %
7.50
Amount of
Foreign Currency
1.076.756
Dec. 31,
2005
1.714.660
1.714.660
NOTE 4- LIQUID ASSETS
Dec. 31, 2006
Cash
5.355
Demand deposits in NTL
14.105
Time deposits in NTL
2.181.105
Demand deposits in foreign exchange 407.443
Time deposits in foreign exchange
16.896.701
Other Liquid Assets
10.000
Total
19.514.709
Dec. 31, 2005
885
6.968
6.505.076
4.083.397
23.540.390
34.136.716
NOTE 7- TRADE RECEIVABLES AND PAYABLES (NET)
Short-Term Trade Receivables
Trade Receivables
Notes Receivable
Rediscount on Receivables
Deposits and Guarantees Given
Other Trade Receivables
Doubtful Trade Receivables
Provision for Doubtful
Trade Receivables
Total
NOTE 5 - MARKETABLE SECURITIES
As of December 31, 2006 the Company does not have marketable
securities with the intention of buying-selling.
December 31, 2005
Type of
Marketable
Security
Mutual Fund
Method of
Valuation
Acquisition
(Effective Interest
Cost Method/ Fair Value)
43.391
Fair Value
Amount
After
Valuation
43.423
Dec. 31, 2006
36.994.100
Dec. 31, 2005
-
735.854
977.227
38.707.181
735.854
1.714.660
2.450.514
Dec. 31, 2005
132.538
556.353
(8.654)
1.997
449
118.778
(125.696)
2.220.902
(118.778)
682.683
Provision is calculated for the collections which are not expected to
be fulfilled. The movements of provision for doubtful receivables
are as follows:
Dec. 31, 2006 Dec. 31, 2005
Beginning Balance
118.778
131.437
Period Expense
Collections in the Period
(5.000)
Receivables Abandoned
(3.157)
Foreign Exchange Difference
6.918
(4.502)
Ending Balance
125.696
118.778
Appreciation
32
NOTE 6- FINANCIAL LIABILITIES
Short Term Bank Loans
Principal Installations and
Interests of Long-Term Loans
Long-Term Bank Loans
Total
Dec. 31, 2006
2.152.781
70.380
(30.811)
28.191
361
125.696
The cheques received and term receivables are rediscounted based
on the rates specified in the contract / market interest rates / the
effective interest rate of the government securities as of the balance
sheet date in case they are denominated in NTL and based on the
LIBOR RATE in case they are denominated in foreign exchange.
31
Information relating to the rediscount calculation is as follows:
Cheques NTL
Receivables USD
Receivables EUR
Rediscount Base
70.380
1.517.351
619
Rediscount Rate
The Eff. Int. Ra. of Gov. Sec. and LIBOR
Rediscount Amount
1.322
29.398
91
30.811
Long-Term Trade Receivables
Deposits and Guarantees Given
December 31, 2006
425
425
December 31, 2005
425
425
Short-Term Trade Payables
Short-term trade payables
Rediscount on payables
Other trade payables
Total
December 31, 2006
6.750.912
(87.962)
8.591
6.671.541
December 31, 2005
3.912.956
(11.490)
8.591
3.910.057
The term payables are rediscounted based on the rates specified in the contract / market interest rates / the effective interest rate of the government
securities as of the balance sheet date in case they are denominated in NTL and based on the LIBOR RATE in case they are denominated in
foreign exchange.
Term Payables -NTL
Term Payables -USD
Term Payables -EUR
Long Term Trade Payables
Long-Term Trade Payables
Rediscount on Payables
Total
Rediscount Base
3.413.670
27.032
1.397.675
Rediscount Rate
LIBOR
and Contract Interest Rate
December 31, 2006
5.376.238
(226.662)
5.149.576
Rediscount Amount
21.560
1.215
65.187
87.962
December 31, 2005
2.479.975
(157.749)
2.322.226
The cheques given, term payables, and notes payable are rediscounted based on the rates specified in the contract / market interest rates / the
effective interest rate of the government securities as of the balance sheet date in case they are denominated in NTL and based on the LIBOR
RATE in case they are denominated in foreign exchange.
Term Payables -EURO
Rediscount Base
2.903.720
Rediscount Rate
Contract Interest Rate
Rediscount Amount
226.662
226.662
NOTE 8- LEASES
As of December 31, 2006; the Company does not have any lease receivables and payables.
(December 31, 2005;None.)
NOTE 9-RECEIVABLES DUE FROM/PAYABLES DUE TO RELATED PARTIES
a. Receivables Due From and Payables Due to Related Parties:
The receivables due from and payables due to related parties disclosed in current and long-term assets are as follows:
aa)Current Assets:
Receivables Due From Related Companies/Parties
Name-Surname/Title
Park Holding A.fi.
Park Enerji Ekip. Maden. San. Tic. A.fi.
Tufanbeyli Elektrik Üretim A.fi.
Park Termik Elektrik San ve Tic. A.fi.
Park Demir Maden San.ve Tic. A.fi.
Park Teknik Elekt. Maden. Turizm San.Tic. A.fi.
Nature of
Relationship
Shareholder
Shareholder
Participation
Investment
Group Company
Group Company
Rediscount
Total
32
December 31, 2006
91.521.068
37.850
405.075
364.596
8.814.743
101.143.332
-831.172
100.312.160
December 31, 2005
328.616
17.876
35.539
1.774.385
282.145
2.956.963
5.395.524
-61.113
5.334.411
The explanations about the calculation of rediscount on related party balances in the current assets are
as follows:
Rediscount Base
45.062.625 USD
Rediscount Rate
Rediscount Amount
831.172
831.172
The term receivables are rediscounted based on the rates specified in the contract / market interest rates / the effective interest rate of the
government securities as of the balance sheet date in case they are denominated in NTL and based on the LIBOR RATE in case they are
denominated in foreign exchange.
ab) Long-Term Assets:
Receivables Due From Related Companies/Parties
Name-Surname/Title
-Park Teknik Elekt. Maden. Turizm San. Tic. A.fi.
Nature of
Relationship
Group Company
December 31, 2006
977.227
977.227
December 31, 2005
1.714.660
1.714.660
December 31, 2005
137.747
40.570
312.763
491.080
(11.354)
479.726
December 31,2004
449.955
53.925
141.088
644.968
(12.923)
632.045
ac) Current Liabilities:
Payables Due to Related Companies/Parties
Name-Surname/Title
-Ceytafl Madencilik Tekstil San. ve Tic. A.fi.
-Havafl Turizm Seyahat ve Kargo Tafl›mac›l›¤› A.fi.
-Park Sig. Ara. Hiz. Ltd. fiti.
Total
Rediscount
Total
Nature of
Relationship
Group Company
Group Company
Group Company
Information relating to the rediscount calculation on related party balances in the current payables are
as follows:
Rediscount Base
126.862 USD
312.763 YTL
Rediscount Rate
The Eff. Int.Ra. of Gov. Sec. and LIBOR
Rediscount Amount
2.358
8.996
11.354
The term payables are rediscounted based on the rates specified in the contract / market interest rates / the effective interest rate of the government
securities as of the balance sheet date in case they are denominated in NTL and based on the LIBOR RATE in case they are denominated in
foreign exchange.
b. Amount of Guarantees and Mortgages Received or Given In Favor of Related Parties
There is no amount of guarantees, warranties and subscriptions received or given in the favor of related parties (December 31, 2005-None)
33
c. Amount of Bailment, Warranties and Subscriptions Received or Given In The Favor of Related Parties
December 31, 2006
Bailment/
Nature of Received/
Warranty/
Related Party
Relationship
Given
Subscription
-Park Holding A.fi. - Park Enerji Ekip. - Turgay Ciner
Shareholder
Received
Bailment - NTL
-Park Holding A.fi. - Park Termik A.fi.- Turgay Ciner
Shareholder
Group Company
Received
Bailment - USD
-Park Holding A.fi. - Park Teknik A.fi.
Shareholder
Received
Bailment - USD
Turgay Ciner - Ceytafl A.fi.
Group Company
Received
Bailment - NTL
-Park Holding A.fi. - Park Termik A.fi.
Shareholder
Park Teknik A.fi. - Turgay Ciner - Ceytafl A.fi.
Group Company
Received
Bailment - NTL
-Park Holding A.fi. - Park Termik A.fi. - Park Teknik A.fi.
Shareholder
Bailment - NTL
-Turgay Ciner - Park Yat›r›m Holding Group Company
Bailment - USD
Park Enerj Ekipmanlar› Mad. A.fi.
Received
Bailment - EUR
Bailment - CHF
-Park Termik A.fi.- Park Teknik A.fi.
Shareholder
Received
Bailment - NTL
Turgay Ciner
Group Company
Bailment - USD
-Turgay Ciner
Shareholder
Received
Bailment - NTL
Total
Received
Bailment - NTL
Total
Received
Bailment - USD
Total
Received Bailment - EURO
Total
Received
Bailment - CHF
-Park Holding A.fi.
Shareholder
-Park Enerji E. Mad.San. ve Tic. A.fi.
-Turgay Ciner
-Park Teknik Elekt. Mad. Turizm San.ve Tic. A.fi.
Shareholder
Shareholder
Group Company
-Merkez Yay›n Holding A.fi.
Group Company
-MTV Merkez Televizyon A.fi.
-Park Denizcilik Hopa Liman ‹fll. A.fi.
-Park Termik Elektrik San.ve Tic. A.fi.
-Park Yat›r›m Holding A.fi.
Group Company
Group Company
Group Company
Group Company
-Eti Soda Üretim A.fi.
Total
Total
Total
Total
Group Company
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
34
Amount
300.000
Risk
Amount
93.135
23.000.000
10.447.500
1.230.501
1.076.756
12.609
600.000
22.000
279.500
8.917.876
1.623.000
50.000
36.886.770
7.150.000
9.352.501
70.613.770
8.917.876
1.623.000
8.800
215.000
4.301.395
466.527
26.104.081
5.000
119.544
27.395.837
4.301.395
466.527
Bailment - USD 20.918.252
Bailment - EURO 16.310.211
Bailment - NTL
250.000
Bailment - NTL
4.800.000
Bailment - EURO
6.287.367
Bailment - USD
4.981.725
Bailment - EURO
1.143.360
Bailment - CHF
22.120
Bailment - NTL
75.370
Bailment - EURO
2.830.000
Bailment - NTL
18.000
Bailment - USD
4.000.000
Bailment - NTL
600.000
Bailment - USD
6.240.000
Bailment - CHF
22.120
Bailment - NTL
5.743.370
9.434.869
2.400.000
2.500.000
794.744
18.000
23.364.394
1.750.000
4.200.000
39.449.263
794.744
2.418.000
35
December 31, 2005
Related Party
-Park Holding A.fi. - Park Enerji Ekip. - Turgay Ciner
-Park Holding A.fi. - Park Termik A.fi. - Turgay Ciner
-Park Holding A.fi. - Park Teknik A.fi.
Turgay Ciner - Ceytafl A.fi.
-Park Holding A.fi. - Park Termik A.fi.
Park Teknik A.fi. - Turgay Ciner - Ceytafl A.fi.
-Park Holding A.fi. - Park Termik A.fi. - Park Teknik A.fi.
-Turgay Ciner - Park Enerj Yat›r›m Holding Park Enerj Ekipmanlar› Mad. A.fi.
-Park Holding A.fi. - Park Teknik A.fi. - Turgay Ciner
-Turgay Ciner
Total
Total
Total
-Park Holding A.fi.
Nature of
Relationship
Shareholder
Shareholder
Group Company
Shareholder
Group Company
Shareholder
Group Company
Received/
Given
Received
Received
Bailment/
Warranty/
Subscription
Bailment - NTL
Bailment - USD
Amount
300.000
23.000.000
Risk
Amount
93.135
-
Received
Received
Bailment - USD
Bailment - NTL
10.447.500
1.230.501
1.538.228
-
Received
Bailment - NTL
600.000
-
Shareholder
Group Company
Shareholder
Group Company
Shareholder
Received
Received
Bailment - NTL
Bailment - EURO
22.000
8.794.876
8.800
2.549.020
Received
Received
Received
Received
Received
Bailment - NTL
Bailment - NTL
Bailment - NTL
Bailment - USD
Bailment - EURO
50.000
7.150.000
9.352.501
33.447.500
8.794.876
49.927
5.000
156.862
1.538.228
2.549.020
Bailment - NTL
250.000
Bailment - NTL
4.800.000
Bailment - EURO
6.053.367
Bailment - USD
4.981.725
Bailment - EURO
1.143.360
Bailment - CHF
22.120
Bailment - NTL
75.370
Bailment - EURO
2.830.000
Bailment - NTL
18.000
Bailment - USD
4.000.000
Bailment - NTL
600.000
Bailment - USD
6.240.000
Bailment - CHF
22.120
Bailment - NTL
5.743.370
11.434.869
2.400.000
2.500.000
1.713.635
18.000
35.579.839
2.500.000
144.039
4.200.000
56.214.708
1.713.635
2.562.039
Shareholder
-Park Enerji E. Mad. San. ve Tic. A.fi.
-Turgay Ciner
-Park Teknik Elekt. Mad. Turizm San. ve Tic. A.fi.
Shareholder
Shareholder
Group Company
Group Company
-MTV Merkez Televizyon A.fi.
-Park Denizcilik Hopa Liman ‹fll. A.fi.
-Park Termik Elektrik San.ve Tic. A.fi.
-Park Enerji Yat›r›m Holding A.fi.
Group Company
Group Company
Group Company
Group Company
-Eti Soda Üretim A.fi.
Total
Total
Total
Total
Group Company
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
Given
36
d. Provision For Doubtful Receivables From Related Parties
There is no provision for doubtful receivables from related parties. (December 31, 2005-None)
e. Sales to Related Parties
December 31, 2006
Related Party
-Park Holding A.fi.
-Park Enerji Ekip.M. San. ve Tic. A.fi.
-Tufanbeyli Elektrik Üretim A.fi. (*)
-Ceytafl Mad. Tekstil San. ve Tic. A.fi.
-Havafl Turizm Sey. ve Kargo Tafl. A.fi.
-Park Demir Maden San. ve Tic. A.fi.
-Park Hav. Tafl›ma. San. ve Tic. A.fi.
-Park Tek. Mad. Turz. San. ve Tic. A.fi.
-Park Termik Elektrik San. ve Tic. A.fi.
-Park Makine Yedek Parça San. A.fi.
-Silopi Elektrik Üretim A.fi.
TOTAL
Nature of
Relationship
Shareholder
Shareholder
Participation
Group Com.
Group Com.
Group Com.
Group Com.
Group Com.
Investment
Group Com.
Group Com.
Goods
3.252
27.349
92.965
3.223
126.789
Services
57.820
10.563
791
19.376.618
3.298.219
9.806
673
22.754.490
Tangible
Asset
136.000
600.000
736.000
Interest
Rent
3.639.159
1.096
745
29.335
2.856
123.159 105.320
1.751
903.015
97.911
16.331
4.815.358 105.320
Other
Total
397 3.639.556
6.842
69.010
11.308
692
30.027
2.549
5.405
7.521
400.140
1.751
7.795 20.980.393
6.980 3.406.333
26.137
673
32.776 28.570.733
(*) Tufanbeyli Elektrik Üretim A.fi.
The Company has signed a share transfer agreement with Enerjisa Enerji Üretim A.fi. of Sabanc› Group regarding the sale of its 45% equity
stake in Tufanbeyli Elektrik Üretim A.fi. Thus, the Company has no shareholder relationship with the mentioned Company any more. The sale
of goods and services to Tufanbeyli Elektrik Üretim A.fi. as shown in the table above comprises transactions during the period January - May
2006.
December 31, 2005
Nature of
Related Party
Relationship
-Park Holding A.fi.
Shareholder
-Park Enerji Ekip. Mad. San. ve Tic. A.fi.
Shareholder
-Ankara Enerji Üretim A.fi.
Group Com.
-Ceytafl Mad. Tekstil San. ve Tic. A.fi.
Group Com.
Group Com.
Group Com.
-Merkez Reklam Paz.Dan›fl. San. Tic. A.fi.
Group Com.
-MK Merkez Ka¤›t San.ve Tic. A.fi.
Group Com.
Group Com.
-Park Havac›l›k Tafl›ma. San. ve Tic. A.fi.
Group Com.
-Park Enerj Yat›r›m Holding A.fi.
Group Com.
-Park Teknik Mad. Turz. San. ve Tic. A.fi.
Group Com.
Affiliated Com.
Group Com.
-Tufanbeyli Elektrik Üretim A.fi.
Participation
Group Com.
TOTAL
Goods
16.002
1.740
2.139
23.220
2
53
43.156
Services
2.965
11.502
3.799
9.126
22.106.669
5.202.765
15.097
23.199
27.375.122
Tangible
Asset
1.400
327.540
11.000
339.940
37
Interest
Rent
95.227
70
75.509
2.109
198
1.873
65
8.837 153.367
1.430
2.047
1.884.927
558.074
1.739
1.334
2.631.566 155.240
Other
Total
3.078
98.305
20.437
77.249
15.750
439
4.436
1.873
65
351
351
21.177
543.267
1.430
273
2.320
903 24.003.501
233 5.761.072
683
17.519
5.881
30.414
53
33.018 30.578.042
f. Goods and Services Received From Related Parties
December 31, 2006
Related Party
-Park Holding A.fi.
-Park Enerji Ekip. M. San. ve Tic. A.fi.
-Ceytafl Mad.Tekstil San. ve Tic. A.fi.
-Eti Soda Üretim Paz. Nak. San.Tic. A.fi.
-Merkez Rek.Paz. Dan›fl. San.Tic. A.fi.
-Merkez Matbaa. Yay. San. Tic. A.fi.
-Park Yat›r›m Holding A.fi.
-Park Havac›l›k Tafl›mac›l›k ve Tic. A.fi.
-Park Tek. Mad. Tur. San. ve Tic. A.fi.
-Park Ter. Elektrik San. ve Tic. A.fi.
-Park T›p Sa¤l›k Hiz. ve Tic. Ltd. fiti.
-Park Sigorta Arac›l›k Hiz. Ltd. fiti.
-Lares Turizm ‹nfl. Taah. San. ve Tic. A.fi.
-Ciner Turizm Tic. ‹nfl. Servis Hizm. A.fi.
TOTAL
Nature of
Relationship
Shareholder
Shareholder
Group Com.
Group Com.
Group Com.
Group Com.
Group Com.
Group Com.
Group Com.
Group Com.
Group Com.
Affiliated Com.
Group Com.
Group Com.
Group Com.
Group Com.
Group Com.
Group Com.
Goods
Services
- 3.739.565
5.113
6.374
702
7.599
39.097
495
1.688
155.131
61.226
- 7.316.472
5.027.291
74.493
69.944
127.875
14.368
135.966
22.072
514.893
2.000
5.395.931 11.926.433
Tangible
Asset
Interest
- 6.683.497
44.091
2.878
46.417
4.780
35.746
66.385
7.723
50.289 1.158.678
2.338
380.651
5.078
22.888
24.576
30
162.118 8.373.927
Rent
250.872
3.964
4.226
106.688
18.376
258.113
7.981
600
650.820
Goods
686
38.247
5.933
220
4.790.060
34.741
45.138
265
4.915.290
Tangible
Asset
Interest
10.244
41.403
90
84
29
298.369
13.830
717
15.567
7.437
168
2.120
18.339
895.344
824
210.942
875
754
1.300
30
376.677 1.141.789
Rent
Other
Total
122.273
2
472.152
44.658
297
3.933
10.909
9.500
381.262
40.465
8.536
75.289
3.000
28.937
388
242.159
244.279
7.762
87.533 25.410.542 32.712.776
419
25.432
299.529
14.405
50.041
265
2.355
34.299
850
2.180
507.132 25.446.866 34.382.428
Other
Total
- 10.673.934
52.082
56.755
4.928
12.806
170.970
495
1.688
336.864
- 7.316.472
265.836
692 6.319.424
22.497
603.905
14.368
186.004
6.821
521.714
2.000
24.576
30
42.816 26.552.045
December 31, 2005
Nature of
Related Party
Relation.
-Park Holding A.fi.
Sharehol.
-Park Enerji Ekip. Mad. San ve Tic. A.fi.
Sharehol.
-Tufanbeyli Elektrik Üretim A.fi.
Participat.
-Ankara Enerji Üretim A.fi.
Gro. Com.
-Ceytafl Mad. Tekstil San ve Tic. A.fi.
Gro. Com.
Gro. Com.
-Merkez Reklam Paz. Dnfl. San. Tic. A.fi.
Gro. Com
Gro. Com
-Park Enerji Yat›r›m Holding A.fi.
Gro. Com
-Park Havac›l›k Tafl›mac›l›k ve Tic. A.fi.
Gro. Com
-Park ‹nfl. Turizm Maden San. ve Tic. A.fi.
Gro. Com
-Park Teknik Mad. Turizm San. ve Tic. A.fi.
Gro. Com
Affiliated Com.
-Park T›p Sa¤l›k Hiz. ve Tic. Ltd. fiti.
Gro. Com
Gro. Com
-Park Maden Enerji San. ve Tic. Ltd.
Gro. Com
-Park Sigorta Arac›l›k Hiz. Ltd. fiti.
Gro. Com
Gro. Com
TOTAL
Services
339.635
2.479
213
6.947
21.316
25.571
3.000
7.762
1.510.958
27.171
14.405
3.274
31.944
1.994.675
38
NOTE 10- OTHER RECEIVABLES AND PAYABLES
Other Receivables
Dec.31, 2006
Other miscallenous receivables
714
Other doubtful miscallenous receivables 29.041
Provision for other doubtful
miscallenous receivables
(29.041)
Rediscount
Total
714
Dec. 31, 2005
44.324
Other Payables
Dec. 31, 2006
Tax and similar liabilities payable
137.842
Social security premium payable
502.600
Payables to personnel
620.074
Expense accruals
42.559
Other miscallenous payables
12.595
Total
1.315.670
Dec. 31, 2005
106.920
379.779
474.817
12.410
16.638
990.564
NOTE 13- RECEIVABLES FROM CONSTRUCTION
CONTRACTS AND PROGRESS PAYMENTS RECEIVED
There is no receivables from construction contracts and progress
payments received (December 31, 2005; None.)
NOTE 14- DEFERRED TAX ASSETS AND LIABILITIES
(334)
43.990
Accounting for the deferred tax asset and liability is performed for
temporary differences arising from the differences between financial
statements prepared in conformity with tax legislation and with CMB
Communique Serial:XI Number:25. The mentioned differences arise
from the timing differences between legitimate records of some
revenue and expense items and their amounts according to CMB
Communique Serial:XI Number:25.
The timing differences arise from the differences between acconting
purpose and tax purpose revenue and expenses. The timing differences
are calculated over tangible and intangible assets, inventories, adjusted
deferred income, rediscount on receivables, provision for severance
pay, rediscount on payables, prior years' losses and the investment
allowance that the Company will benefit. The tax rate used in the
calculation of deferred tax assets and liabilities during the current
term is 20%. (December 31, 2005; 30%.)
NOTE 11- LIVESTOCK
None. (December 31, 2005; None.)
NOTE 12- INVENTORIES
Raw materials
Finished goods
Other inventories
Provision for impairment
of inventories
Total
Dec. 31, 2006
2.270.483
4.507.001
135.184
Dec. 31, 2005
577.418
(90.134)
6.822.534
(752.270)
923.045
1.097.897
The items that will comprise the deferred tax and current tax are as follows:
Deferred Tax Assets
a- Provision for severance pay and leave
b- Provision for doubtful receivables
c- Rediscount on receivables
d- Raw materials-Finished Goods
e- Provision for imp. of inventories
f- Tangible assets
g- ‹ntangible assets
h- Provision for liabilities and expenses
Total
Temporary Differences
Dec. 31, 2006
Dec. 31, 2005
Deferred Tax Asset (Liability)
Dec. 31, 2006
Dec. 31, 2005
2.939.012
76.931
861.983
1.320.875
90.134
848.858
668.317
6.806.110
1.486.721
47.890
68.155
15.071
752.270
2.290.633
16.533
28.750
4.706.023
587.802
15.386
172.397
264.175
18.027
169.772
133.663
1.361.222
446.017
14.367
20.447
4.521
225.681
687.190
4.960
8.625
1.411.808
Deferred Tax Liabilites
a- Prepaid exp. (short-term/long-term)
b- Rediscount on payables
c- Intangible Assets
Total
229.021
325.978
559.780
1.114.779
82.792
182.162
24.838
54.649
264.954
45.804
65.195
111.957
222.956
Net Deferred Tax Assets
5.691.331
4.441.069
1.138.266
1.332.321
39
79.487
To be used within a term
less than one year
To be used within a term
more than one year
Total net deferred tax assets
Dec. 31, 2006
Dec. 31, 2005
545.451
253.285
592.815
1.138.266
1.079.036
1.332.321
The movement of deferred taxes are as follows:
Balance as of December 31, 2005
Deferred tax corporate income of the period
Balance as of December 31, 2006
NOTE 15- OTHER CURRENT/NON-CURRENT ASSETS AND
SHORT/LONG TERM LIABILITIES
1.332.321
(194.055)
1.138.266
Other Current Assets
Prepaid expenses
Income accruals
VAT transferred
VAT receivable
Prepaid taxes and funds
Job advances
Advances given to personnel
Total
Dec. 31, 2006
477.401
325.925
2.494.642
332.251
8.181.641
28.069
10.483
11.850.412
Dec. 31, 2005
167.766
10.612
2.100.546
17.085
17.680
2.313.689
Other Long-Term Assets
Prepaid expenses
Total
Dec. 31, 2006
66.932
66.932
Dec. 31, 2005
39.353
39.353
NOTE 16- FINANCIAL ASSETS
Participations and Affiliates
Company
Nature of Shareholding
- Park Termik Elektrik San. ve Tic. A.fi.
- Tufanbeyli Elektrik Üretim A.fi.
December 31, 2006
Rate %
Amount
Investment
Participation
-
December 31, 2005
Rate %
Amount
15
15
45
10
26.742.763
26.742.773
NOTE 17- POSITIVE/NEGATIVE GOODWILL
NOTE 19- TANGIBLE ASSETS
The Company does not have any goodwill account for the sale of
participation acquired in April 1, 2005.
(December 31, 2005; 450.746 NTL.)
Of the depreciation expense of tangible and intangible assets as of
December 31, 2006, NTL 7.628.255; the transfers to specific accounts
are as follows: NTL 131.756 to Cost of Goods Sold, NTL 1.002.016
to General and Administrative Expenses, NTL 1.211.108 to Expenses
and Losses of Idle Capacity, NTL 133.840 to Preparation and
Development Costs and NTL 300 is deducted from revaluation fund
item. As of December 31, 2006 and 2005, a mortgage with the
amount of NTL 27.000.000 in favor of ‹fl Bankas› on the plant
located in Edirne is outstanding.
NOTE 18- INVESTMENT PROPERTY
The Company does not have any investment property.
(December 31, 2005-None.)
Underground
and
Aboveground
Land
Structures
Book Value
January 1, 2006
Beginning balance
Purchases
Disposals
Transfers
December 31, 2006
Ending Balance
Buildings
Property,
Plant and
Equipment
95.841
199.000
(194.841)
26.894
148.562
2.193.544
14.705.558
(14.725)
5.880.302
32.418.085
8.045.870
(17.897.469)
13.225.123
100.000
2.369.000
20.571.135
35.791.609
17.636
285.352
-
4.974.807
764.082
-
28.700.760
3.251.907
(16.675.076)
302.988
5.738.889
2.066.012
9.258
Accumulated Depreciation
January 1, 2006
Beginning balance
Period Expense
Exp. of Prev. Per.
Disposals
December 31, 2006
Ending Balance
Net Book Value as of
December 31, 2006
100.000
Net Book Value as of
December 31, 2005
95.841
Vehicles
Furniture
Other
and Tangible
Fixtures Assets
Construct.
In Prog.
Advanc.
Given
Total
347.415 3.569.492
211.827
643.934
(48.699) (1.682.902)
11.136
8.804.358 4.503.647 64.471.290
2.968
14.619.826 (4.217.884) 19.639.378
- (19.629.070)
- (22.104.947)
(989.683)
510.543
2.541.660
2.968
296.634 3.281.480
29.338
130.056
(76)
(48.699) (1.670.281)
618
-
37.271.317
4.461.353
(76)
(18.394.056)
15.277.591
277.273
1.741.179
618
23.338.538
14.832.246
20.514.018
233.270
800.481
2.350
1.319.237
285.763 40.153.377
9.730.751
3.717.325
50.781
288.012
-
8.804.358
4.503.647 27.199.973
40
1.319.237
285.763 63.491.915
NOTE 20- INTANGIBLE ASSETS
Rights
Special
Costs
Exploration
Costs
Preperation and
Development
Costs
Total
10.224.573
11.237
10.235.810
946.808
8.750
659.304
1.614.862
143.466
343.682
487.148
4.693.803
1.800.719
270.151
6.764.673
16.008.650
2.164.388
929.455
19.102.493
3.085.127
-
-
979.953
4.065.080
51.645
(399)
118.914
170.160
-
2.068.035
2.068.035
3.136.772
(399)
3.166.902
6.303.275
Net Book Value as of December 31, 2006
6.170.730
1.444.702
487.148
4.696.638
12.799.218
Net Book Value as of December 31, 2005
7.139.446
895.163
143.466
4.693.803
12.871.878
Book Value
January 1, 2006 Beginning Balance
Purchases
Transfer From Constr. in Progress
December 31, 2006 Ending Balance
Accumulated Depreciation
January 1, 2006 Beginning Balance
Prior Period Expense
Period Expense
December 31, 2006 Ending Balance
For the year 2006, the corporate tax to be accrued using a tax rate of 20%
is 8.401.203 NTL, and the provision is recorded in financial statements.
Rights item comprise of operating license of Siirt Madenköy Copper Field
and mine exploration license of Gaziantep-Islahiye and computer programmes.
In the table above, the preparation and development costs, NTL 6.764.673
expresses the expenditures related with copper extraction in Madenköyfiirvan/Siirt and extraction costs, NTL 487.148 expresses the expenditures
in Gaziantep-Islahiye field. The special costs item represents the social
facilities constructed in Siirt field which is depreciated over 25 years in
accordance with lease term of the land where the facilities are located.
Losses can be carried forward for at most 5 years to be deducted from the
taxable profit to emerge in the forthcoming years. However, losses may not
be deducted retrospectively from profits of previous years.
In Turkey, there is not a definite reconciliation procedure relating to tax
evaluation. The companies prepare tax returns to present between the first
day and the twenty-fifth evening of the fourth month. The returns and the
related book records can be changed by the Tax Authority, as a consequence
of a tax investigation in five years. By tax Authority, these statements and
the accounting records is amendable in 5 years.
NOTE 21- ADVANCES RECEIVED
As of December 31, 2006 the Company has no advances received.
(December 31, 2005; None.)
Withholding of Tax
Through the Board of Ministers' Decree number 2006/10731 published on
the Official Gazette dated 23/07/2006 issue number 26237, Income Tax
withholding which was applied at a rate of 10% in the profit distribution
of Joint Stock and Limited Liability Companies, became 15% as of 23/07/2006
after which date an Income Tax Withholding in the rate of 15% shall be
applied over the profit to be distributed in the case of any such profit
distribution to take place by the companies and declared with a withholding
tax return until the 20th day of the following month and paid in full on the
26th of the same month. (The addition of the profit to the capital shall not
be considered profit distribution).
NOTE 22- RETIREMENT PLANS
As of December 31, 2006 and December 31, 2005, the Company has no
retirement benefit plans and related assets.
NOTE 23- PROVISION FOR LIABILITIES
However, there still has to be imposed a tax deduction of 19,8% over the
amount of investment discount used as per the investment incentive certificates
that are obtained prior to April 24, 2003.
PROVISION FOR LIABILITIES Dec. 31, 2006 Dec. 31, 2005
(Short-Term Liabilities)
Corporate income tax provision (*)
8.401.203
1.979.503
Provision for personnel expenses
1.168.515
Other provisions
1.115.482
73.144
Total
10.685.200
2.052.647
Inflation Adjusted Tax Computation
With the exception of those cases where tangible and intangible fixed assets
and accordingly their depreciations were subjected to annual revaluation
during the year 2003 and previous terms; taxable term profit was not
computed over its inflation adjusted amount. Law number 5024 published
on the Official Gazette dated December 30, 2003 issue number 25332
requires that inflation accounting be implemented in Turkey in a manner
to take effect from 2004 and forthcoming terms in the event the inflation
rate reaches such limit that is stipulated under laws. Since the required
conditions did not emerge, the Company did not subject its financial
statements dated December 31, 2006 and December 31, 2005 to adjustment
within the relevant provisions of Tax Procedures Law relating to inflation
accounting and it calculated the tax base for the current term over these
financial statements.
Corporate Income Tax (*)
The Company is subject to corporate income tax according to tax legislation.
The corporate tax to be accrued over the taxable income of the corporation is
calculated over the tax base after the following additions and deductions: the
expenses that are not deductible from tax base are added; the dividends received
from domestic companies, the revenues not subject to tax and the investment
allowances not benefitted are deducted.
Provisional tax is calculated and accrued quarterly. With effect from April 24,
2003, the provisional tax rate was increased from 25% to 30%. This rate was
determined as 20% to be valid for the second provisional tax term of 2006 and
subsequent terms.
41
42
PROVISION FOR LIABILITIES
(Long-Term Liabilities)
Provision for Severance Pay
Provision for Leave Claims
Total
Dec. 31, 2006
Dec. 31, 2005
2.792.612
146.400
2.939.012
1.433.976
52.745
1.486.721
The following actuarial assumptions were used during the calculation
of the total severance pay obligation in light of explanations under
Communiqué Series Number XI/25:
Discount Rate (%)
Rate of Potential Retirements
CALCULATION OF PROVISION FOR SEVERANCE PAY
According to the Turkish Labor Law, the Company is under the
obligation to pay severance pay to its personnel who have completed
one year in the service of the Company and whose relation with the
Company is discontinued or who retire, who complete 25 service
years (20 service years for women and those working underground)
and become entitled to retirement (58 years of age for women and
60 years of age for men), who are mustered into military service or
who die. Following the amendment in legislation on May 23, 2002,
certain transitional term clauses relating to the service term prior to
retirement were revoked.
Dec. 31, 2006
5,71
99,80
Dec. 31, 2005
5,45
99,80
The basic assumption is that the ceiling provision determined for
each annual service increases in proportion to the inflation rate.
Therefore, the discount rate shows the actual rate free of the
anticipated effects of inflation. Within this framework, the total
severance pay obligation was computed by using the annual 5,71%
real discount rate which was determined by estimating an annual
5% inflation and 11% discount rate.
The movements of the provision for severance pay account is as
follows:
Severance pay to be paid corresponds to about one-month salary for
each service year and such limit has been limited to NTL 1.857
(December 31, 2005: NTL 1.727) as of December 31, 2006.
January 1, 2006
Paid Within The Year
Increased Within The Year
December 31, 2006
Since there is no legal obligation to create any funds for the severance
pay obligation, no special funds are allocated on the financial
statements.
1.433.976
(78.496)
1.437.132
2.792.612
NOTE 24- MINORITY INTERESTS / MINORITY PROFIT /
LOSS
The provision for severance pay is calculated by estimating the present
value of the potential obligation which has to be paid in the event
the employees retire.
None (December 31, 2005; Since the Company prepares consolidated
financial statements according to the equity method; there is no
minority profit or loss)
NOTE 25- CAPITAL/ MUTUAL CAPITAL ADJUSTMENTS FOR PARTICIPATIONS
Capital
The capital structure of the Company as of December 31, 2006 and December 31, 2005 is as follows:
Shareholders
-Park Holding A.fi.
-Park Enerj. Ekip. Mad. San. ve Tic. A.fi.
-Turgay Ciner
-Others
Historical Value of Capital
(%)
43,94
24,50
0,83
30,73
100,00
December 31, 2006
21.093.383
11.760.000
400.000
14.746.617
48.000.000
The Company has subjected its capital as of December 31, 2003 and
December 31, 2004 to inflation accounting. The resulting adjustment,
NTL 41.517.913, is recorded as “Equity Translation Difference”
(%)
45,89
24,50
0,83
28,78
100,00
December 31, 2005
22.029.385
11.760.000
400.000
13.810.615
48.000.000
NOTE 27-PROFIT RESERVES
LEGAL RESERVES/EXTRAORDINARY RESERVES
Legal reserves comprise first and second tier legal reserves that are
allocated according to the Turkish Commercial Code. First tier legal
reserves are allocated as 5% per annum from the commercial profit
of the previous term until 20% of the historical capital paid up is
reached. Second tier legal reserves are set aside in the annual rate of
10% over all dividend distributions in cash after first tier legal reserves
and dividends.
NOTE 26- CAPITAL RESERVES
EQUITY TRANSLATION DIFFERENCES
The Company has made a deduction of its prior years' losses amount
in the year 2004. After the deduction transaction of capital reserves
from prior years' losses the equity translation differences is 41.882.545
NTL in December 31, 2006. (December 31, 2005-41.882.545 NTL.)
Since the Company realized the setting off transaction of the loss for
the previous years resulting from inflation adjustment, there are no
legal reserves nor extraordinary reserves as of 31 December, 2004
and 31 December, 2005. In the General Assembly relating to the
activity of the Company during 2005, a resolution was adopted for
not distributing the profit generated on the financial statements for
the year 2005 since it remained 5% of the issued capital. Pursuant
to the resolution adopted, distributable profit in the amount of
7.867.370 NTL which was generated after the allocation of legal
reserves in the amount of NTL 451.154 was transferred to
extraordinary reserves.
ISSUE PREMIUM FROM PARTICIPATIONS
The Company took part in the capital increase of its participation
Park Termik Elektrik Sanayi ve Ticaret A.fi. which is shown as an
affiliated security pro rate its share and reported the amount of NTL
5 obtained which corresponds to the amount of bonus share certificates
under the Equity account group on the balance sheet as “Participation
Issue Premium”. (31 December, 2005-None.)
43
SPECIAL RESERVES
Profit in the amount of NTL 1.500 which was generated through
the sale of a portion of the fixed assets during 2005 was not recorded
as profit pursuant to tax legislation and was transferred to special
reserves under the title of renewal fund. The depreciation for the
fixed asset which was obtained in place of such fixed asset sold
during the year was deducted from such account in the amount of
NTL 225 during 2005 and NTL 300 during December 31, 2006. As
of December 31, 2006, the account amounts to NTL 975.
(December 31, 2005- NTL 1.275.)
NOTE 28- PRIOR YEARS' PROFIT/LOSS
As of December 31, 2006, there is no profit/loss of the previous year.
The profit of the previous year appearing on the financial statements
of the firm which were consolidated according to the equity method
as of 31 December 2005 amounts to NTL 10.101.492. Pursuant to
the resolution adopted in the General Assembly for the year 2005
held in 2006, NTL 451.154 of the profit of the previous years was
transferred to legal reserves and NTL 7.867.370 to extraordinary
reserves whereas the remaining portion of NTL 1.782.968 is the
portion of such profit deducted in 2006 as corresponding to the
participation of the Company, Tufanbeyli Elektrik Üretim A.fi.,
based on the financial statements which were consolidated in 2005
according to the equity method due to the sale of the said participation
in May 2006.
NOTE 29- POSITION OF FOREIGN EXCHANGE BALANCES
December 31, 2006
Assets:
Liquid assets
Trade receivables
Receiv. due from related par.
Other current/noncurrent assets
Order advances given
Liabilities:
Financial liabilities
Prin. inst. and int. of L-T. loans
Trade payables
Payables due to related parties
Provision for liabilities
Other liabilities
Long-term bank loans
Net foreign exch. Position
December 31, 2005
Assets:
Liquid assets
Trade receivables
Receiv. due from related par.
Order advances given
Liabilities:
Prin. inst. and int. of L-T. loans
Trade payables
Payables due to related parties
Provision for liabilities
Long-term bank loans
Net foreign exchange position
USD
Original
Amount
USD Original
Amount
NTL
EURO Original
Amount
NTL
Total
NTL
12.310.841
1.517.351
72.510.647
11.013
86.349.852
17.304.119
2.132.788
102.120.559
16.575
121.574.041
14
619
63.545
64.178
25
1.147
120.815
121.987
17.304.144
2.133.935
102.120.559
137.390
121.696.028
26.319.081
461.472
181.959
126.862
1.005.874
26.071
615.284
28.736.603
57.613.249
36.994.100
735.854
256.190
178.317
1.413.857
36.645
977.227
40.592.190
80.981.851
4.308.765
4.308.765
-4.244.587
7.977.679
7.977.679
-7.855.692
36.994.100
735.854
8.233.869
178.317
1.413.857
36.645
977.227
48.569.869
73.126.159
NTL
EURO
Original
Amount
NTL
GBP
Original
Amount
NTL
Total
NTL
20.537.832
394.523
4.965.383
100.000
25.997.738
27.553.247
529.370
7.049.070
131.700
35.263.387
44.435
81.794
169.519
295.748
70.540
129.848
284.461
484.849
-
-
27.623.787
659.218
7.049.070
416.161
35.748.236
461.472
315.535
367.619
6.393
1.076.756
2.227.775
23.769.963
735.854
423.384
493.272
8.578
1.714.660
3.375.748
31.887.639
2.449.352
2.449.352
-2.153.604
3.888.347
3.888.347
-3.403.498
5.824
5.824
-5.824
13.466
13.466
-13.466
735.854
4.325.197
493.272
8.578
1.714.660
7.277.561
28.470.675
NOTE 30- GOVERNMENT INCENTIVES AND GOVERNMENT
ASSISTANCE
Pursuant to Law on Encouragement of Investments and Employment
dated January 29, 2004 number, the Company benefits from tax and
insurance premium incentives for its personnel employed at Siirt/
Madenköy Copper enterprise. Pursuant to the same law, the Company
made a request for Power Support and realized an income accrual
of 325.440 during the term of June-December 2006 and deducted
such amount from the account of general production expenses.
The Company has an incentive certificate for an investment amount
of NTL 21.000.000 valid until August 31, 2007. Within the scope of
the incentive certificate, Value Added Tax Exemption is provided
for the purchase of domestic and foreign investment goods and
customs duty exemption for imported investment goods.
44
NOTE 31- PROVISIONS, CONTINGENT ASSETS AND LIABILITIES
December 31, 2006
FOREIGN
EXCHANGE
NTL
Guarantees Given
Letters of guarantee given
Mortgages given
Total
Guarantees Received
Letters of guarantee received
Cheques in guarantee
Notes in guarantee
December 31, 2005
FOREIGN
EXCHANGE
NTL
NTL
NTL
-
208.687
27.000.000
27.208.687
-
162.484
27.000.000
27.162.484
EURO
EURO
NTL
USD
837.500
800.000
301.780
4.608.103
1.550.631
1.481.200
1.152.090
424.182
837.500
1.300.000
1.294.500
1.329.531
2.063.750
898.375
1.736.960
6.028.616
Total
As of December 31, 2006, the total risk of lawsuits filed and continuing
against the Company amounts to NTL 655.317 and a provision in
the amount of NTL 655.317 was recorded.
(December 31, 2005; NTL 28.750.)
foreign machinery and equipments amounting to USD 19.451.274
FOB and domestic machinery and equipments amounting to NTL
15.116.030 which was certified before is cancelled and the new list
of foreign machinery amounting to USD 21.240.884 FOB and
domestic machinery and equipments amounting to NTL 18.085.497
gained validity.
NOTE 32- MERGERS
There is no business combination as of December 31, 2006.
(December 31, 2005-None.)
The shareholder of the Company, Park Holding A.fi., realized a sale
transaction of 360.000 shares between February 7, 2006 - March 6,
2006 and as a result of the said transaction, 45,89% share percentage
of the affiliate became 45,21%.
NOTE 33- SEGMENT REPORTING
The Company is operating in a single branch of business and a single
geographical region
With the Board of Directors Meeting dated March 27, 2006, the
Company has taken the decision of establishing a branch in Madenköyfiirvan/S‹‹RT that will conduct the operations related with the copper
mine.
Basic Reporting Method - Geographical Regions: The Company
produces its goods and services domestically and realizes its services
production (coal mining - cleaning) for domestic firms and its goods
production (concentrated copper) for foreign firms. Accordingly,
the Company does not further carry out any reporting on the basis
of geographical regions.
NOTE 35- DISCONTINUED OPERATIONS
The Company discontinued its coal cleaning activity which it carried
out in Çay›rhan/Ankara from August 1, 2006 and coal mining activity
from December 1, 2006. As of December 31, 2005, it does not have
any discontinued activities.
Secondary Reporting Method - Industrial Regions: The field of
activity of the Company is coal mining and cleaning and the
production, marketing and sale of concentrated copper. Within this
framework, the Company realized the copper cleaning activity which
it carried out in Çay›rhan/Ankara until August 1, 2006 and coal
mining activity until December 1, 2006 (Notes: 35-36). The production
of concentrated copper was started from May 2006 whereas its sale
from August 2006. The Company which was active solely in the
mining sector in 2006 did not carry out any reporting on the basis
of industrial regions as its field of activity does not cover different
risks and revenues.
NOTE 36- OPERATING REVENUES
SALES
REVENUES
Jan. 1, 2006
Dec. 31, 2006
Jan. 1, 2005
Dec. 31, 2005
23.370.657
19.124.391
1.476.662
2.769.604
16.723.115
16.723.115
40.093.772
27.729.925
22.004.466
3.585.009
2.140.450
27.729.925
Jan. 1, 2006
Dec. 31, 2006
Jan. 1, 2005
Dec. 31, 2005
1.057.536
423.047
9.271
1.314.767
1.066.223
-
Jan. 1, 2006
Dec. 31, 2006
Jan. 1, 2005
Dec. 31, 2005
Domestic Sales
- Coal Extraction
- Coal Washing
- Other
Foreign Sales
- Concentrated Copper
Total
NOTE 34- EVENTS AFTER THE BALANCE SHEET DATE
SALES AMOUNTS
December 31, 2006: Effective from January 1, 2007, the ceiling of
severance pay is increased to NTL 1.961.
Coal Extraction (Ton)
Coal Washing (Ton)
Concentarted Copper (Dmt)
December 31, 2005: Effective from January 1, 2006, the ceiling of
severance pay is increased to NTL 1.771.
COST OF SALES
With the Board of Directors Meeting held in January 2, 2006, Fercan
AYKUTLU has been appointed to replace Ali Ergin fiAH‹N, the
Member of Board of Directors and Supervisory Board.
Cost of Finished Goods (-)
Cost of Services Rendered (-)
Cost of Commercial Goods Sold (-)
Cost of Other Sales (-)
Total
The investment incentive certicificate dated September 14, 2004
Number 76903, has been revised to meet the technological need of
copper mine extraction and floatation facility in progress and was
approved by the Turkish Treasury in February 2006. The list of
45
8.422.871
11.532.301
213.309
1.220.696
21.389.177
12.614.664
31.174
419.393
13.065.231
OTHER REVENUES FROM
OPERATIONS
Rent Revenues
Jan. 1, 2006
Dec. 31, 2006
Jan. 1, 2005
Dec. 31, 2005
109.897
166.482
EXPENSES AND LOSSES
FROM OTHER OPERATIONS
Goodwill amortization amount
Participation adjustment expense
Expenses and losses of idle capacity
5.755.806
Prior periods' expenses and losses
6.285
Other extraordinary expenses and losses
320.993
Total
6.083.084
NOTE 37- OPERATING EXPENSES (-)
Marketing, Sales and Distribution
Expenses
General Administrative Expenses
Total
Jan. 1, 2006
Dec. 31, 2006
Jan. 1, 2005
Dec. 31, 2005
1.010.038
11.705.678
12.715.716
6.232.986
6.232.986
Material Expenses
Transportation Expenses
Export Expenses
Other
Total
Jan. 1, 2005
Dec. 31, 2005
39.871
479.293
406.233
84.641
1.010.038
-
Financial Expensess
Expense for interest elimination
in forward purchases
Due date differences expense
Interest expense on loans
Foreign exchange loss
Rediscount expenses
Other
Total
Financial Revenues
B- Detail of General Administrative Expenses
Material Expenses
Personnel Expenses
Amortization Expenses
Consultancy Expenses
Rent Expenses
Provision for Severance
Pay and Leaves
Provision for Lawsuits
Others
Total
Jan. 1, 2006
Dec. 31, 2006
Jan. 1, 2005
Dec. 31, 2005
13.238
2.006.358
1.002.016
3.463.715
697.845
483.295
1.730.602
1.187.705
432.598
634.940
1.530.787
669.308
2.322.411
11.705.678
438.036
1.325.810
6.232.986
Due date differences revenues
Interest revenues from banks
Foreign exchange gain
Rediscount income
Total
Net financial expense
Jan. 1, 2006
Dec. 31, 2006
Jan.1, 2005
Dec. 31, 2005
Revenues from participations
Goodwill revenues
Commission revenues
308.600
Provisions no longer required
844.467
Gain on sale of marketable securities
1.406
Other revenues and profit
96.427
Prior periods' income and profit
11.988
Revenues from sale of participations 40.437.708
Other extraordinary revenues
and profit
643.918
Total
42.344.514
2.018.295
530.290
92.950
2.370
28.422
7.736
-
Jan. 1, 2006
Jan. 1, 2005
Dec. 31, 2006 Dec. 31, 2005
304.660
120.331
6.566
15.724.284
1.044.145
163.694
17.363.680
73.891
22.035
2.620.559
89.173
57.382
2.863.040
Jan. 1, 2006
Jan. 1, 2005
Dec. 31, 2006 Dec. 31, 2005
1.895.747
2.561.902
10.451.940
396.079
15.305.668
2.058.012
1.427.590
485.537
2.597.309
2.491.167
7.001.603
(4.138.563)
NOTE 40- NET MONETARY GAIN/LOSS
The CMB announced on March 17, 2005 that the practice of inflation
adjustment of financial statements was terminated. Since no inflation
adjustment was made from January 1, 2005, no monetary gain / loss
emerged in 2006.
NOTE 38- REVENUES/PROFIT OR EXPENSES/LOSSES FROM
OTHER OPERATIONS
REVENUES AND PROFIT
FROM OTHER OPERATIONS
79.544
686.074
2.479.663
5.979
621.702
3.872.962
NOTE 39- FINANCIAL EXPENSES/FINANCIAL REVENUES
A- Detail of Marketing, Sales and Distribution Expenses
Jan. 1, 2006
Dec. 31, 2006
Jan. 1, 2006
Jan. 1, 2005
Dec. 31, 2006 Dec. 31, 2005
NOTE 41- TAXES
The corporation tax rate for 2006 is 20% (2005: 30%). Such rate is
applied to the tax base which is reached by adding to the commercial
earnings such expenses which may not be deducted pursuant to tax
legislation and by deducting exemptions (such as exemption of
participation earnings) and discounts.
The tax provision amount disclosed in financial statements for the
period ended in January 1-December 31, 2006 and January
1-December 31, 2005 is as follows:
92.443
2.772.506
Tax :
- Corporate Income Tax
of Current Year (-)
- Deferred Tax Expense (-)/
Revenue (+)
46
Jan. 1, 2006
Dec. 31, 2006
Jan. 1, 2005
Dec. 31, 2005
(8.401.203)
(1.979.503)
(194.055)
(8.595.258)
(204.982)
(2.184.485
- In the board of directors meeting dated 01 December 2006 of the
Company; it was resolved to terminate with effect from 01 December
2006 the contract which was concluded on July 1, 2000 with Park
Teknik Elektrik Madencilik Turizm Sanayi ve Ticaret Anonim fiirketi
related to coal mining activities in line with the resolution of the said
Company to execute the coal mining activity within its own facilities
as the result of the activity and efficiency assessment on coal mining
fields and to transfer 166 employees who were hired in connection
with this activity to the said Company.
NOTE 42- EARNINGS PER SHARE
For the year 2005 and 2004, the weighted average of Company shares
and unit earnings per share is as follows (it is assumed that increases
in cash do not include any bonus shares):
Jan. 1, 2006
Jan.1, 2005
Dec. 31, 2006 Dec. 31, 2005
-Net period profit
31.706.936
9.451.812
-Recordable legal reserves
(1.584.786)
(451.155)
-Profit share of participation
(1.332.221)
-Distributable profit
30.122.150
7.668.436
-Weighted average
number of shares
4.800.000.000 4.800.000.000
-Net profit/loss per share in NTL
0,00661
0,00197
- On November 2, 2006, the Company made an engagement for the
export of 30.000 DMT of copper concentrate for the period of
December 2006 - September 2007. The approximate value of the
export engagement over the prices applicable on the date is USD
36.000.000.
31 December 2005
- On March 21, 2005, a contract in the amount of USD 250.000 was
signed with the “Russian National Aluminum-Magnesium Institute
(JSC VAMI)” Public Joint Stock Company concerning the formation
of a detailed flow chart for the bauxite ore enrichment process and
the development of a process for metallurgical alumina production
with respect to mining fields located within the district of GaziantepIslahiye.
In the event net distributable profit arrived at according to CMB
arrangements can not be met from net distributable profit written
in the legal records, the entirety of net distributable profit written
in the legal records has to be distributed. Within this framework,
net distributable profit in the amount of NTL 30.110.940 which is
written in the legal records of the Company shall be taken as the
basis.
NOTE 43- CASH FLOW STATEMENT
- In the Board of Directors meeting dated 29 April, 2005, it was
resolved to apply a VAT inclusive discount in the amount EUR
410.000 with respect to the receivables of the Company from Aslan
Tekstil Sanayi ve Ticaret A.fi. concerning the sale of the Company's
machinery and equipment available in its plant set up in Edirne by
taking into account the conditions of the market and the said firm.
The discount value in the amount of NTL 616.981 was recorded in
the financial statements that were drawn up as of September 30,
2005 under the account of Other Extraordinary Expenses and Losses
(NOTE: 38).
Cash flow statement is disclosed with other financial statements.
NOTE 44- OTHER IMPORTANT MATTERS THAT CARRY
SIGNIFICANCE AND AFFECT THE CLEARANCE,
INTERPRETABILITY AND COMPREHENSIBILITY OF
FINANCIAL STATEMENTS
December 31, 2006
- In the Board of Directors Meeting dated May 9, 2006, of the
Company, it was resolved, due to the abandonment of the Company's
operation in the textile sector in 2002, to sell from among the idle
machinery available in the facility set up in Edirne, the group of
machines comprising the drum folder, fabric spread and cut bench,
drying machine, samming machine, beam dyeing apparatus, confection
and sewing assembly for a value of NTL 224.00 and to sell all the
remaining machinery, fixtures and inventories as scrap for NTL
1.016.000 to be paid in advance. After such sale, the profit in the
amount of NTL 607.570 obtained from the sale of machinery was
recorded in the financial statements under the account of other
extraordinary revenues and profits within the account group of
Revenues and Profit from Other Operations. The loss in the amount
of NTL 839.092 resulting from the sale of inventories is posted within
gross operating profit / loss whereas the provision for impairment
in the amount of NTL 752.270 is recorded as provisions having no
specific subject under the account of Revenues and Profit from Other
Operations.
- The Company participated in Tufanbeyli Elektrik Üretim Sanayi
ve Ticaret A.fi. by 45% through the purchase of shares on April 1,
2005. The participation amount was recognized in the financial
statements according to the equity method.
- On July 19, 2005, a technology transfer agreement in the amount
of EUR 3.350.000 was signed with Outokompu Technology Minerals
Oy in line with the resolution adopted in the board of directors
meeting dated July 5, 2005 of the Company concerning the investment
undertaken in the province of Siirt district of fiirvan locality of
Madenköy.
- On August 25, 2005, a letter of guarantee in consideration of
advance payment to be made in the amount of EUR 502.500 as issued
by Nordea bank Finland PLC for the said firm and a performance
bond in the amount of EUR 335.000 was received as stipulated in
the agreement.
- In the Board of Directors meeting dated May 18, 2006 of the
Company; Park Yat›r›m Holding A.fi. was mandated to evaluate of
domestic and foreign bids related to the sale of the Company's 45%
equity stake in Tufanbeyli Elektrik Üretim A.fi. with a view to
financing the Company's activities in the mining sector. With respect
to the sale of the Company's 45% stake in Tufanbeyli Elektrik Üretim
A.fi. on May 22, 2006, a share transfer agreement was signed with
Enerjisa Enerji Üretim A.fi., a Sabanc› Group Company. Pursuant
to the contract, an adjusted additional purchase value of NTL
18.384.152 was determined in addition to the share value in the
amount USD 35.100.000 USD and the share value was collected in
cash and in full. The profit in the amount of NTL 40.437.708 obtained
after the sale is recorded in the financial statements under the account
of other extraordinary revenues and profit within the account group
of Revenues and Profit from Other Operations.
- In the board of directors meeting dated August 24, 2005, it was
resolved to provide a letter of commitment for the payments of
principal and installments for the foreign Exchange indexed loan in
the amount of USD 4.800.000 to be extended to Eti Soda Üretim
Pazarlama Nakliyat ve Elektrik Üretim Sanayi ve Ticaret A.fi, a Ciner
Group Company, by T.Vak›flar Bank Kavakl›dere branch.
- In the board of directors meeting dated September 13, 2005, it was
resolved to import equipment, machinery and spare parts of various
type and capacity and in the amount of EUR 3.797.010 related to
the investment carried out in the province of Siirt district of fiirvan
locality of Madenköy from Atlas Copco Makineleri ‹malat A.fi.
- The Company signed on September 16, 2005 a Non-cash Loan
Contract in the amount of EUR 8.637.863 with Vak›flar Bank
Kavakl›dere Branch due to the import in the total amount of EUR
6.644.510 to be made from the companies Outokompu Technology
Minerals Oy and Atlas Copco Makineleri ‹malat A.fi. with respect
to its investment carried out in the province of Siirt district of fiirvan
locality of Madenköy.
- The test production of the Copper Concentrate Facility located in
the Company's branch in Siirt Madenköy where the copper ore
extracted from the mining field shall be processes was concluded
and in 2006, foreign sales in the quantity of 9.271 DMT was realized.
- In the Board of Directors Meeting dated July 27, 2006 of the
Company; it was decided to cancel with effect from August 1, 2006,
the contract which was concluded on July 1, 2000 with Park Termik
Elektrik Sanayi ve Ticaret Anonim fiirketi related to coal washing
and homogenization activities upon a resolution adopted by the said
Company to continue the mentioned activities within its own facilities
due to the reduction in geological problems concerning the coal
structure and a quantitative decrease in washing as the result of a
more homogenized coal quality.
- On October 7, 2005, an agency contract was signed between the
Company and the Belgium firm SA Sogem NV concerning the sale
of copper to be produced in Siirt Madenköy.
- The Company initiated negotiations with the Mineworkers' Union
of Turkey for the renewal of the collective bargaining agreement
which ended on 31.12.2005 at the workplace with respect to coal
mining and cleaning activities. Negotiations are still under way as of
the date of the report.
47
Adres :
Tel. : (0.212) 246 70 71
Koca Mansur Sokak
(0.212) 246 70 54
No. 139 fiafak apt. Daire 6
(0.212) 241 19 96
fiiflli - ‹STANBUL
Fax : (0.212) 232 23 56
e-mail : [email protected]
KAVRAM
BA⁄IMSIZ DENET‹M ve YEM‹NL‹ MAL‹ MÜfiAV‹RL‹K A.fi.
TO THE BOARD OF DIRECTORS OF
PARK ELEKTR‹K MADENC‹L‹K SAN. VE T‹C. A.fi.
INDEPENDENT AUDIT REPORT ABOUT
FINANCIAL STATEMENTS FOR JANUARY 1 - DECEMBER 31, 2006
ACCOUNTING PERIOD
We have audited the balance sheet of Park Elektrik Madencilik San. ve Tic A.fi. as of December 31, 2006, the income statement and related
statement of income and cash flow statement for the year then ended and the summary of financial policies and footnotes.
The Responsibility of Management of Administration About The Financial Statements
The management of administration is responsible for the preparation and honest presentation of financial statements according to the financial
reporting standards issued by Capital Markets Board. This responsibility includes the preparation of financial statements with wrongnesses
because of error and/or fraud and irregularity, and to provide the honest reflect to provide the internal control plan, perform and attendance,
to make the accounting estimates and to choose the most appropriate accounting policies.
The Responsibility of Independent Audit Firm
Our responsibility, is to declare an opinion about the financial statements following our independent audit. Our independent audit is suitable
to independent audit standards issued by Capital Markets Board. These standards, require the adaptation of ethic principles and require the
independent audit to execute whether the financial statements honestly externalizes the truth.
Our independent audit, involves the employment of independent audit tecnics about the amounts and footnotes of financial tables to collect
independent audit evidence. The choice of independent tecnics including whether the financial statements include risk assessment about error
and/or fraud and irregularity are carried according to our occupational opinion. In this risk assesment, the internal control of the Company is
taken into consideration. But, our aim is not giving opinion about the internal control, but rather to plan the independent audit tecnics according
to suitable circumstances, apply the relationship between the financial statements prepared by the management and internal control. Our
independent audit involves the important accounting estimates made with accounting principles embraced by the management of administration
and the financial statements.
The independent audit evidence, that we obtained during our independent audit, provides adequate and suitable support to form our opinion.
Opinion
In our opinion, the financial statements referred to below present fairly, in all material respects, the financial position of Park Elektrik Madencilik
San. ve Tic. A.fi. as of December 31, 2006 and the results of its financial operations and cash flows, in the frame of financial reporting standards
issued by Capital Markets Board.
‹stanbul, March 2, 2007
KAVRAM
BA⁄IMSIZ DENET‹M VE YEM‹NL‹ MAL‹ MÜfiAV‹RL‹K A.fi
PARTNER
Ö. FA‹K YILMAZ
48
49
AUDITOR REPORT
AUDITOR REPORT
TO THE GENERAL ASSEMBLY OF
PARK ELEKTRIK MADENC‹L‹K SANAY‹ VE T‹CARET A.fi.
THE COMPANY;
TITLE
:
PARK Elektrik Madencilik Sanayi ve Ticaret A.fi.
MAIN OFFICE
:
‹stanbul
REGISTERED CAPITAL
:
60.000.000-YTL
ISSUED CAPITAL
:
48.000.000.-YTL
FIELD OF ACTIVITY
:
The field of activity of the Company covers searching and extracting,
processing every kind of mine, mineral and mine derivations, refining,
fining down and processing every kind of element both produced or
obtained, constructing, operating cogeneration power plants to meet
the need of electricity, energy and steam, selling the excess energy,
producing every kind of fiber from glass, mine and mine derivations
and producing every kind of product from fiber, constructing, operating
or selling power plants regarding electricity production and distribution.
Name of the Auditor and Auditors,
Duration and Shareholder Status Duration
:
Hakk› GÜLTEK‹N
1 year
No shareholder.
The Number of Supervisory Board Meetings
and the Number Meetings of Board of Directors
Being Participated
:
The Audit Board met 5 times and the audit board has participated in
8 meetings of Board of Directors.
The Extent of the Investigation on the Accounts and
Books and Documents of the Partnership,
the Dates of the Investigations and the Outcome
:
At the end of my examinations I have performed on 30.03.2006,
28.06.2006, 29.09.2006, and 29.12.2006 to have information regarding
the Company transactions and related points of field of activity and
enable the books and registers to be duly kept, it is determined that the
legal registers and balance sheet and Profit/Loss statements are in
accordance with the valid documentation and accounting procedure
and principles.
The Number of the Enumeration Done Due
To Column 1 Paragraph 3 of Article 353
of Turkish Commercial Code At the
Partnership Cashier and Its Outcome
:
At the end of my examination performed on 30.03.2006, 28.06.2006,
29.09.2006, and 29.12.2006 at the cashier of the partnership, the assets
such as the cash, documentary stamp, revenue stamp and share certificates
in the cashier is counted and registered and it is determined that there
is no lack or irregularity with respect to the conformity of these assets
with legal books.
The Outcome of the Investigation Done Due
To Column 1 Paragraph 4 of Article 353
of Turkish Commercial Code
:
It is determined, through monthly examination on the registers and cash
register of the Company that the assets such as checks, bonds, title
deeds, investment incentive licenses were duly kept and there is no
deposition and escrow at the cash register of the Company. It is
determined that there is no deposition and escrow at the cash register
of the Company.
Incoming Complaints and Corruptions and
Processes Against Them
:
During my examination, it is determined that there was no complaint
regarding the partnership and corruption notices by anyone and any
corruption notice issued by us and any corruption found by us
I have examined the account transactions of PARK ELEKTR‹K Madencilik San. Tic. A.fi. for the term of 31.12.2006 in accordance with the
Turkish Commercial Code, Articles of Association and other legislation and related generally accepted accounting principles and standards.
Due to my opinion, balance sheet as of 31.12.2006 reflects the financial situation of the partnership and the income statement for the term of
01.01.2006 - 31.12.2006 reflects the results of the activities of the related term, all in correct and accurate.
I present the Balance Sheet and Income Statement to your approval and request the acquitting of the Board of Directors.
50
DECLARATION PURSUANT TO ARTICLE X/22-2/26
BOARD RESOLUTION ON THE APPROVAL OF FINANCIAL STATEMENTS
Dated: 02 March 2007
Number: 8
OUR DECLARATION PURSUANT TO ARTICLE 2/26 OF THE COMMUNIQUÉ SERIE X, NO. 22
BY CAPITAL MARKETS AUTHORITY
We hereby declare that;
A) We have examined our Company's financial statements and footnotes for the period 31.12.2006,
B) Under the information possessed by our Company within the sphere of duty and liability, the report does not contain any false explanation
on important issues or any incompleteness that may be misleading as of the date when such explanation was made,
C) Under the information possessed by our Company within the sphere of duty and liability, financial statements and information related to
other financial issues accurately reflect the truth with regard to our Company's financial condition and activity results beginning from the period
referred to in the report.
Süleyman UYAN
Member of Board
51
Tacigül Erdem
Vice General Manager
PARK ELEKTR‹K MADENC‹L‹K SANAY‹ VE T‹CARET A.fi.
CORPORATE GOVERNANCE COMPLIANCE REPORT
INDEX
1- CORPORATE GOVERNANCE DECLARATION
CHAPTER I - SHAREHOLDERS
2- Investor Relations Unit
3- Exercising the Shareholders' Right to Obtain Information
4- Information Concerning General Assembly
5- Voting Rights and Minority Rights
6- Profit Distribution Policy and Profit Distribution Date
7- Transfer of Shares
CHAPTER II - PUBLIC DISCLOSURE AND TRANSPARENCY
8- Company Disclosure Policy
9- Material Disclosure
10- Company's Internet Website and its Content
11- Disclosure of Real Person Shareholder(s) Holding Final Dominant Share
12- Disclosure of Persons Who May Obtain Information From Inside
CHAPTER III- BENEFICIARIES
13- Providing Information to Beneficiaries
14- Participation by Beneficiaries in Management
15- Human Resources Policy
16- Information Concerning Affairs with Customers and Suppliers
17- Social Responsibility
CHAPTER IV- BOARD OF DIRECTORS
18- Structure, Formation of the Board of Directors and Independent Members
19- Qualification of the Board of Directors Members
20- Company's Mission, Vision and Strategic Goals
21- Risk Management and Internal Audit Mechanism
22- Duties and Liabilities of the Board of Directors' Members and the Directors
23- Operation Principles of the Board of Directors' Members
24- Business with the Company and Competition Restrictions
25- Ethical Rules
26- Number, Structure and Independence of Committees Formed in the Board of Directors
27- Financial Rights Granted to the Board of Directors
52
and to provide communication between the Company management
and the shareholders.
1- CORPORATE GOVERNANCE DECLARATION
This Corporate Governance Declaration has been prepared for
disclosing to public the commitments by Park Elektrik Madencilik
Sanayi ve Ticaret A.fi. concerning its compliance with Corporate
Governance Principles, its level of compliance with such principles
and its reasoning where not complied with.
Director of Investor Relations Unit is Mr. Bu¤ra Baban and he
reports to the Chairman of the Corporate Governance and
Appointment Committee. During his career in investment banking,
Mr. Baban has worked in the Research and Corporate Finance
Departments of Korfez Yat›r›m, ‹ktisat Yat›r›m, Kent Yat›r›m and
Riva Securities. Contact with Investor Relations Unit can be
established through Company's website or e-mail address
[email protected] or at +90 216 531 24 00.
Park Elektrik Madencilik Sanayi ve Ticaret A.fi. commits to have
faith in principles of transparency, equality, responsibility and
accountability for increasing the Company's value, and to act in
compliance with such principles in the management of the Company.
Contrary to many companies traded in the stock market, Park Elektrik
is one of the rare companies that has handed over the management
of the Company entirely to professionals. Board of Directors entirely
consists of professionals and this situation fully complies with
corporate governance principles. Park Elektrik is in the nature of a
study covering Corporate Governance Principles published by Capital
Markets Board on July 2003 as well as international principles and
sector applications. After being discussed, the study has been approved
in the Company's General Assembly Meeting dated June 14th, 2005.
An analyst meeting has been held at Company Headquarters on
September 29, 2006 by the Investor Relations Unit with the
participation of 26 analysts from 25 different intermediary institutions.
3- EXERCISING THE SHAREHOLDER'S RIGHT TO
RECEIVE INFORMATION
Website built in April 2005, has been effectively prepared to provide
the investors with the most information within shortest time in a
coordinated, accurate, rapid, complete and understandable manner.
Website is under the responsibility of Investor Relations Unit and
is being updated constantly. Company has established its disclosure
policy and this policy has been approved by the shareholders in the
ordinary General Assembly. Questions raised by shareholders are
responded effectively and rapidly by means of investor relations unit
established within the Company. Request of appointing a private
auditor has been arranged as a right in Article 12 of the Company's
renewed articles of association. However, this right has not been
exercised yet.
In line with this study, the Company's top management and all of
its employees have quickly adopted the “Corporate Governance”
system formed within the Company and its mechanisms. Company
has amended its Articles of Association in line with Corporate
Governance Principles in the Ordinary General Assembly on June
2005. In summary, the renewed articles of association include
arrangements concerning rights granted to minority shareholders,
freedom of share transfer, independence of the Board of Directors,
order of the Board of Directors meetings, formation of secretary,
formation of committees and their independency, election criteria
concerning members of Board of Directors and arrangements
concerning General Assembly. Permanency of Corporate Governance
Principles will be ensured by such amendments to the Articles of
Association.
4- INFORMATION CONCERNING GENERAL ASSEMBLY
Park Elektrik has realized its Ordinary General Assembly for 2005
on June 9th, 2006. General Assembly has convened with a participation
rate of 70,08% and number of total votes casted in the meeting was
as many as 3.363.721.600. Though the General Assembly meeting
was open to media and beneficiaries, no participation has been made
by them.
Company has made arrangements in the Board of Directors with a
view to increasing its efficiency. Number of Board of Directors
members was increased from 5 to 9, two independent members have
been assigned, and the structure of the Board of Directors has
complied with corporate governance principles. Election of
independent members as committee members, and consequently,
presence of independent members in committees has been ensured.
A secretary under the Board of Directors has been formed in order
to keep and archive the minutes of Board of Directors meetings and
enable the members of the Board of Directors easy access to Company
information.
Invitation to General Assembly meeting has been made prior 30 days
before the meeting date in accordance with Corporate Governance
Principles of the Capital Markets Authority. General Assembly has
been announced through Istanbul, Dünya and Turkish Trade Registry
Gazette newspapers. A three-week period has been given for
registration to share book in order to ensure that registered
shareholders participate into the General Assembly. No different
period has been given for this matter and the provisions of Turkish
Commercial Code and Capital Markets Authority have been taken
as a basis. Annual Report and Financial Statements have been made
available to the shareholders in the Company's head office and
holding center before the General Assembly begins. Company's
Articles of Association have been conveyed to the requesting investors.
Apart from other items of agenda in the General Assembly,
information has been conveyed to shareholders as to the grants made
by the Company in 2005. The representative of BONY/ING
International Small Cap Growth Fund, Mr Nur Sümen and the
representative of The Pfizer Master Trust, Mr Ugur Taban, stated
that the Groups they represent object to such grants as a general
principle. Henceforth, the grants made by the Company have been
accepted with 3,335,458,600 votes in favor versus 28,263,000 votes
against. Other items in the agenda were accepted with unanimous
votes. There is no provision in the Company's Articles of Association
stating that important decisions such as “spin-off, sale/purchase, and
lease of properties with significant values” shall be rendered in the
General Assembly Meeting. The reason is that the Company frequently
chooses to purchase, sale or lease properties as required by its sector
and field of business. To make profit from tenders concerning such
sale/purchase, such information is kept at the Board of Directors
level. It is obvious that the Company and therefore its investors may
endure losses if this “Commercially Confidential” information is
disclosed to shareholders and public in the General Assembly.
As per Article 3 of the Communiqué Series X, No. 19 by Capital
Markets Authority, certain arrangements have been realized in line
with Corporation Governance Principles, by increasing the
effectiveness of Audit Committee, which was established before. As
a secondary committee under the Board of Directors, a Corporate
Governance and Appointment Committee has been formed, its
working principles have been determined and its members have been
appointed. All beneficiaries have been given the right to access
information in an equal, complete, coordinated and rapid manner
by building a website for the Company under the principles of
transparency and disclosure to public.
It is aimed by such disclosure that a management creating responsibility
and value is ensured. Corporate Governance Principles are aimed
at s trengthening and increasing the confidence of our existing and
potential investors, our employees, regulatory authorities and
international and national public opinion.
CHAPTER I- SHAREHOLDERS
2- INVESTOR RELATIONS UNIT
Company established an Investor Relations Unit as of April 26th,
2005 in order to ensure that the rights of the shareholders are used
53
Important decisions such as spin-off, sale/purchase, and lease of
properties with significant values cannot be rendered in General
Assembly due to the Company's activities. Company has made a 30
days' prior notification before the meeting date to increase the
shareholders' participation to the General Assembly and to enable
them to make enough preparation for the meeting.
according to the Tax Procedural Code. will be presented to the 2006
General Assembly Meeting.
Minutes of the General Assembly are kept available to the examination
of the shareholders in the Company's Head Office and Holding's
Head Office and the Company's website.
CHAPTER II- PUBLIC DISCLOSURE AND TRANSPARENCY
7- TRANSFER OF SHARES
There is no limitation regarding the transfer of shares in the Articles
of Association.
8- COMPANY DISCLOSURE POLICY
In order to enable each and every shareholder and beneficiaries to
follow the developments about the Company in an equal and impartial
manner, a disclosure policy based on transparency and honesty is
constituted.
5- VOTING RIGHTS AND MINORITY RIGHTS
Number of the members of the Board of Directors have been increased
to 9 upon the amendment to the articles of association in the Ordinary
General Assembly Meeting. In this regard, A and B Groups will
nominate the members of the Board of Directors as the following:
While disclosing information to public, the Company shall comply
with the Capital Markets Law, and arrangements of Capital Markets
Authority (SPK) and Istanbul Stock Exchange (IMKB). Besides, the
Company shall exercise due care for realizing Capital Market Authority
Corporate Governance Principles within the Company.
GROUP A stocks elect 6 members out of 9.
GROUP B stocks elect 3 member out of 9.
Minority shares are not represented in management. However, the
Company has appointed two independent members to ensure that
minority shareholders are equally represented in the Board of
Directors.
Board of Directors shall prepare the disclosure policy and announce
it to public. Board of Directors shall be liable to follow, review and
improve the Disclosure Policy. Corporate Governance Committee
will provide the Board of Directors, Audit Committee and Financial
Affairs Unit with the information as to subjects concerning “Disclosure
Policy”. Bu¤ra Baban, Director of the Investor Relations Unit, is
responsible for observing and following up the disclosure policy.
As a necessity of the sector and the structure of the Company, it is
required for the Board of Directors to take fast and effective decisions.
By the aggregating voting method, the decision period will be slowed
down, in case the new shareholders face adaptation problems to the
sector and the Company, and this will cause losses by preventing the
Company to take the decisions on time. By taking these probabilities
into account the aggregating voting method is not used.
Persons Responsible for Disclosure Policy and Their Duties:
Nalan Erkarakafl
Ali Coflkun Duyak
Süleyman Uyan
Fercan Aykutlu
Ömer Yenel
Hulki Yakupo¤lu
‹nanç fienel
Ferzan Çitici
Biltekin Özdemir
Bu¤ra Baban
6- PROFIT DISTRIBUTION POLICY AND PROFIT
DISTRIBUTION DATE
In line with corporate governance principles and the Comminuque
of the Capital Markets Authority dated January 27, 2006, our Company
has decided to determine its profit distribution policy to be presented
for Shareholders' approval at its ordinary General Assembly as
follows:
• Profit distribution will be realized at an amount not to be lower
than the minimum dividend ratios and amounts decided by the
Capital Markets Authority and in line with the procedures set forth
by Turkish Commercial Code, Capital Markets Authority
Comminuques and our Articles of Association within the
predetermined time period as foreseen by law.
• Profit distribution to shareholders, also taking the growth and
financing needs of the Company in the sector into consideration,
will be realized by distributing cash dividends, stock dividends or
a combination of both cash and stock dividends.
• Profit distribution policy will be continued unless there is an
extraordinary unfavorable development in the economy.
• Profit distribution policies for the year 2006 and thereafter has
been announced to our shareholders at the 2005 General Assembly
Meeting in 2006.
• The ratification of the matters of;
- Setting aside NTL 1,584,786.33 as the initial legal reserve;
- Distribution, on May 31, 2007, of NTL 6,240,000.00 as gross cash
dividend upon consideration of minimum dividend rate determined
at Meeting dated 18.01.2007 and numbered 2/53 of the Capital
Market Board and dividend policy adopted within the frame of
Resolution of the Board of Directors dated May 3, 2006 and numbered
17 and Corporate Governance Principles,
- Setting aside NTL 384,000.00 as second legal reserve,
- Transfer of the balance of NTL 23,486,940.31 to the extraordinary
legal reserve;
Out of the net period profit of NTL 31,695,726.64 remained after
deduction of payable taxes and legal liabilities from the period profit
set forth in the financial statements issued as of December 31, 2006
Chairwoman of the Board of Directors
Vice Chairman of the Board of Directors
Executive Member
Member
Member
Member
Member
Member
Member
Investor Relations Unit Director
9- MATERIAL DISCLOSURE
In 2004, the Company has made 40 material disclosures and sent
these to Capital Markets Board and Istanbul Stock Exchange. As
the Company is not quoted in foreign stock exchanges, there was no
special case explanation with respect to foreign countries. Tacigül
Erdem, Vice General Manager, and Investor Relations Unit Director
Bu¤ra Baban are responsible for the special case explanations and
that all explanations are done on due time. There is no sanction of
the Capital Markets Board for the special case explanation that was
not timely made.
10- COMPANY'S INTERNET WEBSITE AND ITS CONTENT
The detailed, effective and updated website of the Company has
been designed in April 2005. The website address is
www.parkelektrik.com.tr. All of the information cited in Corporate
Governance Principles of Capital Markets Board II. PART Article
1.11.5 are present at the website in detail.
11- DISCLOSURE OF REAL PERSON SHAREHOLDER(S)
HOLDING FINAL DOMINANT SHARE
There is no dominant real person shareholder in the Company.
However, the shares of Turgay Ciner at Park Holding A.fi. are 85%
and his shares in Park Enerji Ekip. Mad. San. A.fi. is 67%. These
ratios, belonging to Turgay Ciner, have been indicated separately in
the annual reports but not cumulatively present in order to explain
the dominance status.
54
17- SOCIAL RESPONSIBILITY
Company continues to perform its activities within the framework
of environmental policy and in accordance with the protection of
nature and environment, and inspection reports prepared for mining
and production fields are present. As for social responsibility, the
Group, as a whole, contributes to projects that are realized under
the title “Ciner Group”. Such contributed projects are given below:
12- DISCLOSURE OF PERSONS WHO MAY OBTAIN
INFORMATION FROM INSIDE
Company has disclosed to public through its website, the list of
persons who may obtain information from inside. Persons who may
obtain information from inside are listed below.
Nalan Erkarakafl
Directors and Audit Committee
Ali Coflkun Duyak
Vice Chairman of the Board of
Directors and General Manager
Süleyman Uyan
Executive Member
‹nanç fienel
Member
Ömer Yenel
Member
Hulki Yakupo¤lu
Member
Fercan Aykutlu
Member
Ferzan Çitici
Member
Biltekin Özdemir
Member
Hakk› Gültekin
Auditor
Orhan Yüksel
Park Holding Vice General Manager
Tacigül Erdem Vice General Manager- FinancialAffairs Director
Bu¤ra Baban
Investor Relations Unit Director
Murat Çolak
Chief of Accountancy Department
Hanen Hayfavi
Board of Directors Secretary
Ayhan Sami Ça¤atay
Park Holding Finance Manager
Faik Y›lmaz
Kavram Independent External Auditor
Kurtbay Öncü
Bünyamin Kalyoncu
Mustafa Tatl›dil
Yasemin Y›lmaz
Ayhan Öztürk
Yasin Ayd›n
- Education and rehabilitation program applied to 101 students of
Çeltiksuyu Boarding Elementary School that was damaged during
the earthquake in Bingöl.
- Constructions of 10 education boards have been completed and
delivered to the Ministry of National Education. All demands necessary
for educating the students have been met. This number is planned
to be increased to 50.
- Educated children of the martyr personnel of the Turkish Armed
Forces and the Ministry of Interior are provided with scholarship.
Scholarship is being provided to the children of total 100-martyr
family.
- 100 Beypazari houses have been restored as a contribution to the
country's culture.
No harm has been given to environment during period and no lawsuit
has been filed against the Company.
CHAPTER IV- BOARD OF DIRECTORS
18- STRUCTURE, FORMATION OF THE BOARD OF
DIRECTORS AND INDEPENDENT MEMBERS
Company's Board of Directors has 9 members. 1 out of these members
is executive while the remaining 8 members are not.
CHAPTER III- BENEFICIARIES
13- PROVIDING INFORMATION TO BENEFICIARIES
Corporate Governance Principles and its mechanisms have been
formed within the Company in 2005 and a disclosure policy also
covering the beneficiaries has been built in this line. Under the
disclosure policy, meetings for beneficiaries (analyst meetings, quarterly
evaluation meetings for employees and periodic meetings for
employees) have been decided to be made. Announcement for such
meetings and then meeting reports will be announced also in the
Company's website. The Company has undertaken an analyst meeting
on September 19, 2006 and the related presentation has been made
available to public on the same day at the Company's website.
Chairwoman of the Board of Directors is Nalan Erkarakafl and she
is not executive. Head of Execution of the Company is Tacigül
Erdem. Chairman of the Board of Directors and Executive Chairman
are different persons.
Majority of the Board of Directors members are not executive. Title
and qualification of the Board of Directors Members are given below:
Nalan Erkarakafl
Ali Coflkun Duyak
14- PARTICIPATION BY BENEFICIARIES INTO
MANAGEMENT
Beneficiaries do not participate in management in person. However,
in certain periods the Company personnel are invited to the Board
of Directors to make explanations and express ideas on the subjects
related to their unit.
Süleyman Uyan
Fercan Aykutlu
Ömer Yenel
Hulki Yakupo¤lu
‹nanç fienel
Ferzan Çitici
Biltekin Özdemir
15- HUMAN RESOURCES POLICY
Company has built the Human Resources Policy in writing in line
with the principles concerning employment, promotion, dismissal
and performance measures of employees and made it public through
the website. Moreover, all processes related to each unit and each
duty was constituted in writing. In order to maintain the relations
with the personnel there are union representatives in charge. The
employees have filed no complaint concerning discrimination.
Directors
Vice Chairman of the Board of
Directors
Executive Member
Member
Member
Member
Member
Member - Independent Member
Member - Independent Mamber
Two independent members have been appointed to the Board of
Directors. Independence criteria is fulfilled by independent members
as set forth in Capital Markets Authority Corporate Governance
Principles.
16- INFORMATION CONCERNING RELATIONS WITH
CUSTOMERS AND SUPPLIERS
As the Company has rendered services to other group companies in
2006, it has no external customers. Therefore, there was no need to
make such a study as to customer satisfaction. Copper concentrate,
the Company's main product is being exported and its price is
determined in the London Metal Exchange. Since copper is a
commodity and differentiation is unattainable, there has been no
need for a study to determine customer satisfaction. The Company
has undertaken its responsibilities arising from exports and no
complaint or dissatisfaction has been made known from the Company's
customer.
In relation to the Board of Directors' Members who work outside
the Company, the independent members are not restricted while the
others are. Members of the Board of Directors of the Company who
are not executive are working heavily because they have assumed
other duties within the Holding. Such restriction is applied due to
the reason that duties outside The Group would limit the time they
should spend for the duties in the Company and Holding and decrease
their productivity.
55
19- QUALIFICATION OF THE BOARD OF DIRECTORS
MEMBERS
The minimum qualifications of the members of the board are indicated
in the article 11 of the Articles of Association. It is in accordance
with the articles 3.1.1, 3.1.2 and 3.1.5 of IV. PART of Corporate
Governance Principles of Capital Markets Board.
of the Board of Directors. The agenda and the information and
reports concerning the agenda is provided to the members of the
Board of Directors by means of secretary at least 1 week prior to
meetings.
Reasonable and detailed cross-vote justifications in relation to issues
discussed during the meeting are recorded to the minutes of meeting
and conveyed to the Company auditors in writing. Cross-vote
justifications concerning the issues, for which the independent
members to be appointed explained a different opinion, will be
disclosed to public. Questions raised by the members and their
answers are recorded in the minutes of meeting.
The Company is ready to develop educational programs for the
members who do not have some qualifications but there was no need
to have such programs. However, compliance programs are planned
for the new members of the Board of Directors by the Corporate
Governance Committee.
20- COMPANY'S MISSION, VISION AND STRATEGIC GOALS
The mission, vision, goals and values of the Company are explained
at the website.
Members' actual participation is ensured for the articles to be voted
by the Board of Directors members who will actually participate into
the Board of Directors meetings as set forth in Article 2.17.4, Chapter
IV. of Capital Markets Authority Corporate Governance Principles.
Mission of the Company:
• Following the technology and recent developments and implement
these to every stage of business
• Working to maintain ever better working conditions
• Increasing the efficiency by motivating the personnel
• Construction of secure working sites at low cost
• Avoiding loss by making use of resources effectively and efficiently
Including the Chairwoman, no member of Board of Directors is
given the right of weighted voting and/or negative veto.
24- BUSINESS WITH THE COMPANY AND COMPETITION
RESTRICTIONS
For members of the Board of Directors, there was no transaction
with the Company or unfair competition within the term.
Vision of the Company:
• Leadership - Uprising the Company as leader among the national
and international companies in the same sector.
• Quality - growth of the Company without any concession from
quality.
• Growth - reflecting the effective and balanced growth to every
activity of the Company and investing in appropriate areas.
• High performance - enable the investors to reap maximum profits
by maintaining the highest efficiency at lowest cost The Board of
Directors approves the strategic goals constituted by the executives.
25- ETHICAL RULES
The ethical rules are constituted by the Board of Directors regarding
the Company and its personnel and disclosed to public through the
website.
26- NUMBER, STRUCTURE AND INDEPENDENY OF
COMMITTEES FORMED IN THE BOARD OF DIRECTORS
An audit committee has been formed in order for the Board of
Directors to fulfill its duties and responsibilities in a duly manner.
Chairman of the Audit Committee is Biltekin Özdemir and the other
members are Fercan Aykutlu and Süleyman Uyan. Biltekin Özdemir
is an independent member of the Board. Fercan Aykutlu and
Süleyman Uyan are Board Members. Park Elektrik has increased
the efficiency of the Audit Committee that has been formed in
accordance with Article 3 of the Communiqué Series X, No:19 by
the Capital Markets Authority and has realized the operations aiming
its formation in accordance with Corporate Governance Principles.
The cited strategic goals are prepared and approved through the
proposals and opinions of the related units, by the Board of Directors.
The studies for the implementation are started immediately after the
approval of the goals. The attainment level is measured by tracing
the results in the financial statement periods and at the end of the
year. To overview the attainment level, activities and past performance
of the Company the Board of Directors is made subject to evaluation
once a year. It is planned to make the investigation in accordance
with the performance, attainment level, effectiveness of the activities
and compliance with the Corporate Governance principles of the
Board of Directors during the annual evaluation.
Besides, a Corporate Governance and Appointment Committee as
a secondary committee under the Board of Directors has been formed.
Chairwoman of Corporate Governance and Appointment Committee
is Nalan Erkarakafl and the other members are Ferzan Çitici and Ali
Coflkun Duyak.
21- RISK MANAGEMENT AND INTERNAL AUDIT
MECHANISM
Board of Directors has formed a risk management mechanism in
relation to existing and potential risks to the Company. Risk
management system defines the maximum risks that each unit of the
Company may undertake, percent realization of risk occurrences,
precautions and control mechanisms against them. Internal audit
mechanisms are exercised for following risk management. Efficiency
of risk management is periodically reviewed and deficiencies and
faults determined are corrected within shortest period.
As applied by the Board of Directors beginning from the year 2005,
the Audit Committee will convene quarterly at least 4 times a year
while the Corporate Governance and Appointment Committee will
convene at least 3 times a year. Procedures to be followed by the
committees during their activities have been formed in writing and
disclosed to public.
Provisions entailing that the Board of Directors members will not
perform duty in more than one committee have been set forth in the
Articles of Association. Qualifications of the Committee Members
are set forth in Article 10 of the articles of association and such
members will have the same qualifications as the members of the
Board of Directors.
22- DUTIES AND LIABILITIES OF THE BOARD OF
DIRECTORS MEMBERS AND THE DIRECTORS
Duties and Liabilities of the Board of Directors Members have been
added upon the amendment to the Company's Articles of Association.
Duties and Liabilities of the Board of Directors Members are also
mentioned in the Company's website.
27- FINANCIAL BENEFITS GRANTED TO THE BOARD OF
DIRECTORS
Rights, benefits and salary provided to the Board of Directors
members will be given in line with performance criteria applied to
the Board of Directors. Company has not lent money or provided
credit to any Board of Directors member or any of its directors.
23- OPERATION PRINCIPLES OF THE BOARD OF
DIRECTORS MEMBERS
Agenda of the Board of Directors meetings are determined in line
with demands from its chairman and members. Demands by the
managers have an effect on the determination of the agenda. Board
of Directors meetings shall convene at least 12 times a year as
mentioned in Article 12 of the articles of association. The provision
concerning absence stating, “a member of Board of Directors who
fails to join in three consecutive meetings shall be deemed to have
resigned.” is set forth in the articles of association.
A secretary unit under the Board of Directors has been formed in
order to keep and archive the minutes of Board of Directors meetings
and provide the members of the Board of Directors with coordinated
information and Hanen Hayfavi has been appointed as the Secretary
Nalan Erkarakafl
Chairwoman of the Board
56
Süleyman Uyan
Member of the Board
group
HEAD OFFICE:
Paflaliman› Caddesi No:73
34670 Paflaliman› Üsküdar
‹STANBUL - TURKEY
Tel. : (+90 216) 531 24 00
Fax : (+90 216) 531 25 71
E-mail : [email protected]
www.parkelektrik.com.tr
BRANCH:
Madenköy fiirvan
S‹‹RT - TUREY
Tel. : (+90 484) 517 21 36
Fax : (+90 484) 517 20 73

Annual Reports

Transcription

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