2010 - Tekfen Holding

Transcription

2010 - Tekfen Holding
TEKFEN HOLDING
ANNUAL REPORT
2010
Contents
4
INTRODUCTION
85
Eurobank Tekfen
Tekfen Industry
Tekfen Insurance Brokerage
Papfen
Antalya Studios
Group Profile & Basic Indicators
Message from the Founding Partners
Vision and Mission
Board of Directors / Statutory Auditors
Message from the President
Management
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CONTRACTING GROUP
Tekfen Contracting Group, Tekfen Holding’s largest subsidiary in terms
of revenue, is a globally respected contracting group that conducts a
significant part of its operations abroad. Ever since its foundation in 1956
Tekfen Construction and Installation Co. Inc., the principle company in the
Group, has been implementing major construction projects in 15 countries
on three continents.
47
97
SOCIAL RESPONSIBILITY
Tekfen is a socially responsible company sensitive to the issues of social
development, environmental protection and appropriate use of natural
resources.
AGRI-INDUSTRY GROUP
Toros Tarım maintains diverse operations in various areas of agriculture.
A wide range of complementary services and activities differentiates the
company from its peers.
105
CORPORATE GOVERNANCE
Corporate Governance Principles Compliance Report
Dividend Policy
Risk Management & Internal Control
Report of the Board of Directors
Statutory Auditors’ Report
129
73
OTHER ACTIVITIES
INDEPENDENT AUDITOR'S REPORT
REAL ESTATE DEVELOPMENT GROUP
Tekfen Real Estate Development Group was established in 2000 to invest
in, develop and manage high end projects in the real estate sector. The
group carries out turn-key projects of various types and its activities
encompass market research, concept development and facility management.
It differentiates itself in the sector through its superior design and
construction quality.
2
3
Group Profile & Basic Indicators
Tekfen Holding owns all the companies and affiliates operating under
Tekfen Group. Having become a symbol of confidence and determination
through the values it embraces and its business philosophy, Tekfen
Holding is committed to the principles of focused-growth and sustainable
profitability.
Tekfen Group traces its roots back to a small engineering-consultancy services office established in
Ankara in 1956. It is now a major publicly-traded group
of companies with operations in contracting, agriindustry, real estate development, finance, and investment. Each one of the Group’s 44 companies and
7 affiliates are profitable and efficient in their own
right and they are leaders in their respective sectors
in terms of revenue generation and the pioneering
role they play. Today, Tekfen Group holds a prestigious
place in the Turkish business world. As well as generating TRY 2,262 million in revenue and holding
TRY 3,066 million worth of assets, the ‘Tekfen’ name,
which is used by most of the Group’s companies, is
one of Turkey’s most widely recognized and positively
regarded brands.
Tekfen Contracting Group, specializes in the construction of oil and gas facilities, land and maritime terminals, sea platforms, industrial facilities and infrastructure, as well as steel fabrication and engineering
design services. With an active business volume of
over $1.8 billion, the Contracting Group operates in
10 countries on three continents. The Contracting
Group enjoys the hard-earned status of preferred
business partner in many countries because of its
record of flawless operations and timely completion,
which it owes to its competency and business philosophy. For many years Tekfen Construction has ranked
among the top 100 in Engineering News Record’s
listing of the world’s largest 225 contracting companies.
Tekfen Holding’s second major business area, the
Agri-Industry Group, started with the founding of
Toros Tarım in 1974. The Company began operations
with the establishment of the Ceyhan factory, the
Group’s first production facility, in 1981 and it has
since expanded with production facilities in Mersin
and Samsun to become Turkey’s largest player in the
chemical fertilizer market. The Agri-Industry Group
has also diversified its operations into a variety of
segments such as seed and sapling production and
distribution, maritime terminal management, bag
production, petroleum product distribution and free
trade zone management. Toros continues its multifaceted activities in various agricultural areas and
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stands out among the competition because of the
broad range of complementary services and activities
it encompasses.
The Real Estate Development Group is engaged in
high-end real estate project development, marketing
and management. The Group is known for high-quality
projects such as Akmerkez, Tekfen Tower, Levent
Ofis, Taksim Residences, Tekfen Yalıkavak Evleri and
Müşkülüm Çiftliği that are executed to international
standards. The Real Estate Development Group’s
mission is to provide a superior quality of life and
level of comfort for its clients through creating highquality living and working areas.
Tekfen Group’s banking activities started with the
establishment of Tekfenbank in 1989. Having begun
as an investment bank, Tekfenbank expanded into
commercial banking with the Group’s purchase of
Bank Expres in 2001. Following the sale of 70% of
shares to Eurobank EFT in 2007, Eurobank Tekfen
entered a process of rapid development in the area
of retail banking. Today, Eurobank Tekfen engages
in commercial banking activities through 54 branches
located in Turkey’s most important industrial and
commercial centers. The Bank’s mid-term goal is to
expand its branch network and to grow in the areas
of small business banking and capital market activities
in addition to its corporate and commercial banking
activities.
Finally, Tekfen Investment and Services Group of
Companies conducts diverse production, trade and
services through companies operating in fields other
than Tekfen Group’s principal areas of contracting,
agri-industry, real-estate development and finance.
Among these companies are Papfen, a producer of
cotton yarn in Uzbekistan, Tekfen Industry, which is
active in lighting and the trade of chemicals, and
Tekfen Insurance Brokerage, which has expertise in
the online insurance solutions.
Tekfen Holding owns all the companies and affiliates
operating under Tekfen Group. Having become a
symbol of confidence and determination through the
values it embraces and its business philosophy, Tekfen
Holding is committed to the principles of focusedgrowth and sustainable profitability.
Revenues
Consolidated (Millions of Turkish Lira)
2,350
Breakdown (Millions of Turkish Lira)
2,262
2009
1,341 1,111
883 1,027
63
2009
2010
Contracting
Real Estate
1.1%
Agri-Industry
63
54
Real Estate
71
Other
Breakdown (%)
2009
2010
Real Estate
27%
Agri-Industry
37.6%
Contracting
57.1%
Real Estate
2.4%
Agri-Industry
45.4%
Other
2.7%
Distribution of Total Assets
2010
Contracting
49.1%
Other
3.1%
EBITDA
Agri-Industry
30.6%
Contracting
42.7%
Consolidated (Millions of Turkish Lira)
Breakdown (Millions of Turkish Lira)
2010
2009
299
202
150
147
Other
25.6%
147
42
10
Total Assets (2010)
TRY 3,066 million
2009
2010
Contracting
Agri-Industry
2
Real Estate
1
3
Other
5
Summary Balance Sheet
Net Profit for the Year
Consolidated (Millions of Turkish Lira)
(TRY’000)
2010
Current Assets
1,709,760
1,956,546
Non Current Assets
1,064,063
1,109,335
2,773,823
3,065,881
1,231,268
1,286,804
98,647
96,398
1,424,998
1,663,725
18,910
18,954
2,773,823
3,065,881
Breakdown (Millions of Turkish Lira)
2009
178
69
2009
2010
116
25
Total Assets
39
13
24
7
3
19
Current Liabilities
2009
2010
Contracting
Agri-Industry
Real Estate
Other
Non Current Liabilities
Equity Attributable to Owners of the Parent
Minority Interest
Total Shareholders’ Equity and Liabilities
107 Partnerships
Countries
44 Companies
13,079 Employees
Summary Income Statement
(TRY’000)
2009
Revenue
2010
2,350,026
2,261,704
280,397
402,378
Operating Profit
115,027
216,785
Profit Before Taxation
98,412
240,264
Net Profit for the Year
69,155
178,230
Gross Profit
Number of Employees
Consolidated
Breakdown
Important Ratios
2009
11,366
(TRY’000)
2009
13,079
Agri-Industry
949
Contracting
8,877
2010
Liquidity
1.39
1.52
Total Liabilities / Equity Attributable to Owners of the Parent
0.93
0.83
Current Liabilities / Total Liabilities
0.93
0.93
Current Ratio
Liability and Indebtness
Real Estate
745
Other
795
2009
Profitability
2010
2010
Agri-Industry
993
Gross Profit Margin
11.93%
17.79%
EBITDA Margin
8.59%
13.20%
Net Profit Margin for the Year
2.94%
7.88%
Contracting
10,680
Real Estate
569
Other
837
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Message from the Founding Partners
From left to right Feyyaz Berker - A. Nihat Gökyiğit - Necati Akçağlılar
The world is passing through a difficult period, especially in the economic sphere, as it grapples with
a score of geopolitical and sociopolitical problems that are leading to far reaching changes. In the
aftermath of the global crisis the world economy showed some hopeful signs of recovery in 2010. Yet,
some problems remain. In today’s global economy, countries are highly interdependent on one another.
A problem anywhere in the world creates imbalances and has unexpected consequences, making
economic management complicated and variable.
On the other hand, a globally integrated economy has lifted economic borders, giving today’s entrepreneurs
a greater chance of expanding into the world, completely transforming the geography of competition.
Under these conditions, companies with international operations, like Tekfen Group, need a sound
appreciation of the current situation and the ability to adapt to changing circumstances in order to
keep pace with increasing competition and anticipate the future. A business can no longer turn a blind
eye to developments in the world and in their sector and must keep step with change if they want to
survive. Companies today must renew and develop themselves; acquire information, technology and
equipment that give them a competitive advantage; and work in a much more focused way to deliver
services in their area of expertise that differentiate them from their competitors.
Sustainability and stability have become vital concepts in this environment of constant changes in the
general state of affairs and in competitive conditions. Sustainability is no longer restricted to profitability;
it has expanded to encompass preserving and enhancing the environment in which companies operate
and to developing their relationship with the community. Business ethics, respect for the environment,
maintaining good employee relations, and efficient use of resources have each become an essential
part of modern corporate management.
The principles Tekfen Group holds dear—constancy, reliable service, focus, avoiding stop-gaps in favor
of sound practices that guarantee the future, loyalty, transparency and honesty—are now even more
important as contemporary expectations of a “company with a sense of responsibility” have grown.
Placing importance on quality, job safety and environmental standards, not simply on profitability, and
adherence to these principles have made our Group a significant player in each of its business segments.
The recent global crisis that affected the entire world highlighted the importance of long-term thinking
and prudent behavior. Economic conventions have made it clear that consuming more than we produce
is unacceptable and that we must consider the balances between resources, production and consumption.
The enormous effort needed to regain the balances that we lost is, in a sense, paying for previous
uncalculated growth and mistakes.
Companies, like countries, are subject to universal economic rules. Tekfen Group’s philosophy of
governance stands on the principle of steady, considered growth. Our policies of being the best at what
we do, tempering short-term and precarious enthusiasm fired by the prospect of high profits, avoiding
ostentatiousness, and monitoring balances, correspond with today’s truths and demonstrate that we
remain on the right path.
Today, we successfully leave behind us a difficult and perilous period. As the world economy gets on
track again, new opportunities to enhance our performance are appearing. Nevertheless, as this annual
report is in preparation, we are witnessing social groundswells erupting in North Africa and the Middle
East. These are striking examples of how variable our agenda can be.
Existing conditions make it incumbent on us to fulfill our obligation to add value to our society and
economy. Our most vital asset in these trying times is, as always, our spirit of solidarity and the
confidence we and our employees have in one another that makes us a family.
As we leave behind a successful year, we would like to express our sincere appreciation to our employees,
who deserve the greatest applause, and our respect and thanks to our business partners, clients,
customers and investors.
Feyyaz Berker
8
A. Nihat Gökyiğit
Necati Akçağlılar
9
Our vision
Board of Directors
“To be a leading force for
Turkey's growth in our areas
of operation: Contracting,
agri-industry, real estate
development, and finance.”
Board Member
Işık Zeynep Defne AKÇAĞLILAR
Board Member
Murat GİGİN
Board Member
Dr. M. Ercan KUMCU
Independent Board Member
Şefika PEKİN
Our mission
“While keeping faith with our
traditional values, we aim to
focus on our areas of operations,
deliver the highest quality
products and services, become
leader of our segments and, at the
same time, generate value for all
of our stakeholders,
namely, our customers, suppliers,
employees, shareholders,
and society.”
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Chairman of the Board and Executive Board Member
Feyyaz BERKER
Vice Chairman and Executive Board Member
Ali Nihat GÖKYİĞİT
Vice Chairman and Executive Board Member
Cansevil AKÇAĞLILAR
Independent Board Member
Dr. Rüşdü SARAÇOĞLU
Independent Board Member
Hasan S. SUBAŞI
Statutory Auditors
Auditor
Mehmet ERKTİN
Auditor
Cengiz YAMAN
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Message from the President
The structural transformation policies implemented
after the crisis Turkey faced at the start of the
millennium stood the economy in good stead.
Turkey was, therefore, in a relatively advantageous
position vis-à-vis other countries to rebound from
the crisis. Buoyed by a gradual recovery evident
at the end of 2009, Turkey was able to take great
strides towards overcoming the crisis in 2010.
Furthermore, Turkey’s credit rating rose during
this period even as that of many European countries
fell.
GDP at fixed prices, having declined by 4.8% in
2009, climbed by 8.9% in 2010. In the same period,
construction grew 17.1%, manufacturing 13.6%, and
wholesale-retail commercial sectors 13.3%.
“Turkey was able to take
great strides towards overcoming the crisis in 2010.”
The wounds of the global crisis that emerged in
late 2008 and were widely felt throughout 2009
began to heal in 2010.
The most serious crisis-related problem we still
face is the failure as yet to implement an exit
strategy from the monetary expansion policy central banks in developed countries, particularly the
US and EU, had applied to alleviate the impact of
the crisis and to support the banking sector.
The delay in implementing this exit strategy not
only carries inflationary risks but also creates longterm fluctuations in international capital movements and exchange rates. On the other hand,
putting this exit strategy into effect too soon carries
the risk of obstructing economic recovery and,
associated with this, a return of the problems that
existed in the middle of the crisis, chiefly in the
banking sector. Therefore, a crucial challenge facing
economic managers around the world is the execution of a well-managed exit strategy.
The Turkish economy weathered the crisis well.
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2011 started with events that could have considerable impact on the stability of the world economy.
The civil unrest which started in Tunisia spread to
other North African counties such as Egypt and
Libya and has the potential to spread to other Arab
countries as well. Political turmoil in the region
has been reflected in rising oil prices. The situation
in Libya, as a result of the resolutions taken by the
United Nations and the inclusion of NATO into the
conflict, has gained international dimensions. In
Japan, the twin disasters of a huge earthquake
and giant tsunami severely damaged a nuclear
power plant, creating immense human suffering
and, because of Japan’s role in the global economy,
leading to serious economic imbalances.
Tekfen Group Companies’ financial results reflect
the relative recovery of the global and Turkish
economies in 2010. The Group companies, which
maintained their commercial activities in Turkey
and abroad, had a very successful 2010, especially
in terms of profit generation.
In 2010 Tekfen Group posted consolidated revenues
of TRY 2,262 million. Profit before interest, depreciation and taxes amounted to TRY 299 million
with net income of TRY 178 million. The Group’s
total assets increased by 11% to TRY 3,066 million
and total shareholders’ equity grew by 17% to reach
TRY 1,683 million.
The Tekfen Contracting Group largely overcame
“In 2011, Tekfen Group will
continue to create value
for all its stakeholders and
will further strengthen its
position through a
dynamic management
style that adapts to rapid
changes in the operating
environment.”
the effects of the crisis in 2010 to attain revenues
of TRY 1,111 million and expand its business portfolio
through new contracts. Working on major construction projects in 10 countries on three continents,
the Group had its greatest growth in Morocco,
which has the largest phosphate mines in the world,
and Azerbaijan, Tekfen’s main base in the Caspian
Region. Our Contracting Group raised the value of
its active backlog from $1.3 billion in 2009 to $1.8
billion in 2010 by adding projects to its business
portfolio.
Estate Development Group’s sales of completed
projects and those under construction. Thanks to
its long-term investment strategy, the Group could
take advantage of its sound financial structure to
continue its development projects in a real estate
market suffering from a loss of investment due to
liquidity problems.
In 2011, Tekfen Group will continue to create value
for all its stakeholders and will further strengthen
its position through a dynamic management style
that adapts to rapid changes in the operating
environment. In this endeavor, we are fortified by
our most important assets -a strong financial structure, nearly 55 years of experience, expertise, a
highly respected brand, and top-notch human resources - and guided by our founding partners’
leadership and ethical values.
I would like to express my sincere gratitude to our
employees, subsidiaries, investors, customers and
founding partners, all of whom played a major role
in our success in 2010.
Erhan Öner
Tekfen Group of Companies - President & CEO
The Tekfen Agri-Industry Group, the Group’s second
largest operating area, performed successfully in
2010. The Group grew its largest area of business,
fertilizer sales, in tonnage and revenue terms, and
increased its market share from 30% to 34.6%,
despite a general contraction in the fertilizer market
in 2010. Fertilizer aside, the Group successfully
improved on its agricultural activities in 2010,
including techno-farming, nurseries and seed production, which it conducts under the Toros Tarım
umbrella. Port activities, which had declined during
the crisis, revived and capacity at our Ceyhan
Terminal increased, contributing greatly to overall
improvements in 2010.
The Tekfen Real Estate Development Group continued to develop projects targeted at upper income
groups in 2010. Reinvigorated within a year after
the crisis, the real estate market lifted the Real
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Management
STANDING FROM LEFT TO RIGHT
Mehmet Erktin
Vice President
Real Estate Development Group
Ümit Özdemir
Vice President
Contracting Group
Dr. Osman Reha Yolalan
Vice President
Corporate Affairs
SITTING FROM LEFT TO RIGHT
Dr. Ahmet İpekçi
Vice President
Investment and Service Companies Group
Esin Mete
Vice President
Agri-Industry Group
Erhan Öner
President & CEO
14
15
Erhan Öner
Tekfen Group
President & CEO
Education
Cornell University ABD, EPD, 1973
University of Texas, USA, Pipeline Engineering, MSc, 1973
University of Miami, USA, Mechanical Engineering, MSc, 1969
Middle East Technical University (METU) Mechanical Engineering, BSc, 1968
Education
Istanbul Technical University
Ground Mechanics and Foundation Engineering Department, MSc, 1975
Istanbul Technical University
Faculty of Civil Engineering, BSc, 1973
Career
Erhan Öner started his career at Tekfen Construction as a Project Engineer in 1969, gaining
promotion to Project Manager in 1976 and then Assistant General Manager in 1979. In 1980, Mr.
Öner was appointed General Manager of Toros Fertilizer.
Career
Ümit Özdemir started his professional career at Tekfen Construction in 1975.
In 1991, Mr. Öner became an Executive Board Member of Tekfen Group and, after serving seven
years in this position, he became the General Manager of Tekfen Construction.
In 1988, he was appointed Deputy General Manager in charge of operations.
From 2000, Mr. Öner has served as President and CEO of Tekfen Group of Companies.
He also serves as Chairman or Board Member of some group companies.
Since 2000, he has served as Tekfen Holding Vice President in charge of the Contracting Group
and as Tekfen Construction's General Manager.
Mr. Öner was elected President of the International Fertilizer Industry Association in 1993 and
served in this position until 1995.
Mr. Özdemir also serves as President of the Board of Directors of the Contracting Group
Companies.
He is also a former president of the Turkish-Spanish and Turkish-Portuguese Business Councils
under the Foreign Economic Relations Board, DEIK. In 2004, Mr. Öner was awarded the Royal
Order of Merit of Spain by the King of Spain.
Ümit Özdemir is a member of the Supreme Advisory Board of Turkish Contractors' Association.
Education
Istanbul University School of Management, Associate Professor, 1977
Istanbul University School of Economics, PhD, 1972
Istanbul University Academy of Economics and Trade, B.A., 1968
Education
Case Western Reserve University Cleveland USA, Construction Management, MSc, 1988
Bosphorus University, Department of Civil Engineering, BSc, 1987
Career
Mr. İpekçi started his career as an Assistant at the Academy of Economics and Trade in 1968.
He earned his PhD in 1972 and served as Assistant Professor between 1977 and 1982.
Mr. İpekçi joined Tekfen as Tekfen Construction's Assistant General Manager in charge of finance
and administration and served in this post until 1992.
Dr. Ahmet İpekçi
In 1992, Mr. İpekçi became a Board Member of Hallesche Mitteldeutsche Bau AG (HMB) and, in
1994, he became the Finance Coordinator of Tekfen Holding.
Tekfen Holding
Vice President
Investment and
Service Companies Group
Since 2000, Dr. İpekçi has served as Tekfen Holding's Vice President in charge of investment
and service companies.
Tekfen Holding
Vice President
Agri-Industry Group
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In 1994, he was appointed Project Manager at Tekfen Construction. In 1995, he served as Branch
Manager and Project Manager at HMB.
Between 1997 and 2000, Mehmet Erktin served as a Board Member of Tekfen Engineering. He
also served as Secretary-General at Tekfen Construction between 1997 and 1998, and as Assistant
General Manager between 1998 and 2002.
Education
Bosphorus University, Chemical Engineering, B.S., 1973
Education
Université Laval, Canada, Management Science, PhD, 1990
Bosphorus University, Industrial Engineering, MSc, 1987
Istanbul Technical University, Industrial Engineering, BSc, 1984
In 1991, she was appointed General Manager of Toros Fertilizer, now known as Toros Tarım. In
2000, she was appointed Tekfen Holding Vice President in charge of the Agri-Industry Group.
In April 2010, Mrs. Mete was appointed Chairman of Toros Tarım and CEO of Tekfen Agri-Industry
Group. At the same time,
Mrs. Mete is Vice Chairman of Toros Tarım and Hishtil-Toros and also serves as Chairman of all
other Agri-Industry Group Companies.
Mehmet Erktin
Tekfen Holding
Vice President
Real Estate
Development Group
Career
Reha Yolalan started his professional career as a Specialist in the Strategic Planning Group of
Yapı ve Kredi Bankası A.Ş. in 1991.
Between 2000 and 2004, he served as the Executive Vice President in charge of Financial
Analysis and Credit Risk Management and then as Yapı ve Kredi Bankası A.Ş. Chief Executive
Officer between 2004 and 2005. He has also served as Board Member of the bank’s financial
affiliates in Turkey and abroad.
From 2006, Mr. Yolalan has served as Tekfen Holding Vice President in charge of Corporate
Affairs.
Mr. Yolalan is also a member of the Board of Eurobank Tekfen.
Between 2002 and 2004, Mrs. Mete served as the International Fertilizer Industry Association's
(IFA's) Vice President in charge of the Middle East and, from 2007, she has served as Vice
President of the IFA's Executive Management Group.
Tekfen Holding
Vice President
Contracting Group
Between 1993 and 1994, Mr. Erktin worked as IT Manager at Hallesche Mitteldeutsche Bau AG
(HMB) and as a member of the Restructuring Team.
In 2003, he served as the Vice Chairman at Tekfen Tourism.
Since 2002, he has served as Tekfen Holding Vice President in charge of the Real Estate
Development Group and as Tekfen-OZ Chairman since 2007.
Mr. Erktin also serves as a Board Member of various Group companies.
Between 1980 and 1984, she served as Deputy General Manager and between 1985 and 1991 as
Senior Deputy General Manager.
Ümit Özdemir
Career
Mehmet Erktin started his professional career as a Field Engineer at Tekfen Construction and,
until 1993, he worked as a Planning Engineer and Planning Manager.
Mr. İpekçi is also a Board Member of many Group companies, with Tekfen Construction, Toros
Tarım and Eurobank Tekfen being the major ones.
Career
Esin Mete started her career as a Chemical Engineer at Tekfen Construction in 1973 and she
worked in this position until 1980, when she transferred to Toros Fertilizer.
Esin Mete
He served at construction sites abroad as Project Engineer, Site Manager, Project Manager and
Project Coordinator.
Dr. Osman Reha Yolalan
Tekfen Holding
Vice President
Corporate Affairs
17
Contracting Group
s.21
Agri-Industry Group
s.47
Real Estate Development Group
s.73
Other Activities
s.85
Social Responsibility
s.97
Corporate Governance
s.105
Independent Auditor’s Report
s.129
TEKFEN CONSTRUCTION AND INSTALLATION CO., INC.
TEKFEN ENGINEERING CO., INC.
TEKFEN MANUFACTURING CO., INC.
HALLESCHE MITTELDEUTSCHE BAU-A.G. (HMB)
AZFEN J.V.
CENUB TIKINTI SERVIS ASC
GATE CO., INC.
TGO J.V.
“Our Group sees EPC contracting as its future. For the Turkish
contracting sector to compete in gloval marekts, we must
increase the scale and work on a wide range of projects.
Thus, engineering plays a primary role in our upcoming plans.
High valued added engineering services will enhance the
competitive strength of Tekfen Contracting Group in the
increasingly cutthroat international market, and will maximize
our profitability.”
Ümit Özdemir
Tekfen Holding
Vice President
Contracting Group
Contracting Group
Profile
Tekfen Contracting Group, Tekfen Holding’s largest
subsidiary in terms of revenue, is a globally respected contracting group that conducts a significant
part of its operations abroad. Ever since its foundation in 1956 Tekfen Construction and Installation
Co. Inc., the principle company in the Group, has
been implementing major construction projects in
15 countries on three continents. Tekfen Construction specializes in oil, natural gas and petrochemical
investments and partnerships in Germany and
Azerbaijan, and for many years it has ranked in the
top 100 of Engineering News Record’s listing of the
world’s top 225 international contracting companies.
Tekfen Contracting Group’s 2010 operations included 22 projects in ten countries and at year-end had
an active backlog of $1.8 billion. This portfolio is
Tekfen Construction specializes in oil, natural gas and
petrochemical plants, pipelines, land and marine terminals,
off-shore platforms, tank farms, oil refineries, pumping
stations, power plants, highways, subways, bridge and
tunnel construction, electrical and instrumentation
projects, infrastructure projects, production facilities,
commercial building complexes, and major sports
complexes. It provides its customers with turn-key
solutions, encompassing EPC (engineering-procurementconstruction) in most of its areas of activity.
plants, pipelines, land and marine terminals, offshore platforms, tank farms, oil refineries, pumping
stations, power plants, highways, subways, bridge
and tunnel construction, electrical and instrumentation projects, infrastructure projects, production
facilities, commercial building complexes, and major
sports complexes. It provides its customers with
turn-key solutions, encompassing EPC (engineeringprocurement-construction) in most of its areas of
activity.
In addition to Tekfen Construction, the Contracting
Group achieves service integrity through its incorporation of Tekfen Engineering Co. Inc., which
provides engineering services particularly for industrial plants, and Tekfen Manufacturing and
Engineering Co. Inc., with its expertise in manufacturing process equipment and storage tanks. Besides Turkey, Tekfen Contracting Group has various
22
centered in three regions -- the Caspian Region,
the Middle East and North Africa -- and includes
projects in Azerbaijan, Kazakhstan, Saudi Arabia,
Qatar, Oman, United Arab Emirates, Libya, Morocco
and Bulgaria, as well as Turkey.
General Overview of 2010
The construction sector experienced an upturn in
2010, following the global recession that started in
2008. Despite some favorable signs, it is clear that
the damage done by the recession will not be easily
overcome. The construction sector’s recovery is
expected to be uneven and slow, parallel to general
economic trends.
Developments in 2010 showed that problems arising
from the recession persist in the world’s industrialized economies. The Euro-zone, with the exception
of a few sound economies, is facing serious issues
while emerging economies, such as China, Brazil,
India, Russia and Turkey, showed significant resistance to the recession. Despite all the measures
taken in 2010, the developed economies, such as
OECD-member states, the USA and Japan, showed
only modest improvements while emerging countries, such as Turkey, with their 7.5-10% growth
rates, drove economic expansion. The significant
differences between countries and regions changed
global balances, accentuating the struggle for power
between developed and emerging economies.
Construction activity in the USA and Europe continued to decline during 2010, as it had in the
previous year. Infrastructure investments fell significantly, especially in countries where spending
cuts were imposed. Fears that the economic recovery could falter or a new financial crisis could appear
have not been assuaged, creating an atmosphere
of uncertainty which plagues the sector. Austerity
measures, especially those implemented by indebted countries in the Euro-zone, will continue to have
detrimental effects on the construction sector in
2011.
In comparison, after a short recession-induced
hiatus, major construction projects in rapidly growing countries revived in 2010. The rise in oil prices
to pre-crisis levels of $90/barrel at the end of 2010
was a powerful factor in this development. The
gradual resumption of projects in the oil-producing
countries of the Middle East and Caspian Region
that had been postponed due to the sharp decline
in oil prices, made these regions attractive to contractors once again. However, it is expected that
a decline in the number of projects globally will
heighten competition, squeeze profitability and
make it harder to secure new contracts.
Despite suffering a recession caused by the 2009
crisis, Turkey’s economy grew more rapidly than
24
most. Maintenance of fiscal discipline throughout
2010 highlighted its privileged position among
developing European economies. Turkey achieved
most of its macroeconomic objectives within the
year; a decline in 2009 exports due to foreign
market contractions reversed in 2010 and core
inflation indicators maintained a stable declining
trend throughout the year.
This positive picture boosted the construction
sector which made a significant contribution to the
economy by achieving 17.1% growth in 2010. The
sector generated 5.6% of GDP in the first nine
months of the year. Though the construction sector
suffered from the recession, figures indicate that
it is recovering fast. Low interest rates and expectations of an increase in demand have been influential in this growth. Therefore, the construction
sector has recouped most of its losses from the
recession and has almost returned to its prerecession position.
Despite the general market recession, Turkey maintained its presence in international contracting
services, which is one of the country’s main service
exports and vitally important to the Turkish contracting sector. According to Engineering News
Record, a leading publication for the contracting
services sector, in 2010 Turkey ranked number two
(behind China) with 33 companies among the
world’s top 225 international contracting companies.
Great Man-Made River Water Conveyance System
Al Khufra-Tazerbo, Libya
Our Activities in 2010
Tekfen Construction
In 2010, Tekfen Construction aimed to raise its
active backlog to the targeted level despite the
residual effects of the global financial crisis, a
general worldwide decline in infrastructure investments, significant deferrals of major projects, and
increased competition over existing projects. Under
these conditions, Tekfen Construction generated
TRY 1,111 million in revenue and signed several
important contracts.
The most significant developments of 2010 occurred
in Morocco. The country, home to the world's largest
reserves of phosphate mines and exporter of large
amounts of raw materials to the world, initiated
investments in 2010 to increase its market share
of raw material and fertilizer exports. The Phosphate Slurry Pipeline Project, will transport phosphate ore from the country's interior to the Atlantic
seaboard for processing and shipping. The project
includes a 230-km long pipeline as well as storage
and pumping facilities. Tekfen Construction, which
undertook this project on an EPC basis, also completed contract negotiations for two Diammonium
Phosphate (DAP) Fertilizer Plants that will be built
as an addition to existing production facilities on
the coast.
Meanwhile, Tekfen Construction signed a contract
in June to build a crude oil processing unit within
the Samir Refinery Project, which the company
completed successfully in 2009. The potential for
existing projects to create new work for Tekfen in
Morocco has increased the country's importance
in the group's portfolio.
The Middle East remains a significant market for
Tekfen Construction despite fierce competition
from local and Far Eastern contracting companies.
In 2010, the expected growth did not occur but, the
resumption of deferred projects in 2011 promises
the work in this region will increase in the coming
year.
Tekfen Construction is making intense preparations
for some selected projects in Saudi Arabia, which
has always occupied an important place among
Tekfen's operations in the Middle East region.
Qatar's successful bid to host the 2022 World Cup
has put major projects-particularly sports complexes-on its agenda. Tekfen Construction will closely
monitor these projects in 2011 to secure a share of
these investments.
26
However, the company's greatest expectations in
the Middle East rest with Iraq. Projects postponed
for security reasons resumed in 2010 and the
company reopened its representative office in
Baghdad. Tekfen can make its presence felt once
again in Iraq through projects to reconstruct the
war-stricken country, improve oil and natural gas
fields, and build power plants. Mutual trust and
long-term relationships between Tekfen and the
international oil companies operating the oilfields
create an important advantage for Tekfen, making
it a preferred business partner for many projects.
Rising oil prices in 2010 rallied investment projects
in the Caspian Region, which is strategically important for Tekfen Construction. Azerbaijan, a source
of new projects to the company's portfolio in 2010,
is expected to be Tekfen Construction's main base
in the region in the years ahead. Oil platforms
manufactured at Tekfen's Bayl Steel Fabrication
Plant near Baku gained importance within the
company's operations as a promising line of business with much potential in the future. Apart from
Azerbaijan and Kazakhstan, Tekfen Construction
initiated action in 2010 to add Turkmenistan to its
portfolio.
Tekfen Construction puts strategic priority on
widening its areas of operation. Strong relationships
with clients has made the company a sought-after
contractor in the countries in which it operates
thanks to its values and business approach. In terms
of new areas of interest, Tekfen keeps a close eye
on West Africa, Latin America and Southeast Asia,
regions which have made significant progress in
recent years and are rapidly becoming key players
in the global economy.
North Road Phase II-III
Qatar
Caspian Region
The countries of the Caspian Region rank among
world’s fastest growing economies and remain an
important market for Tekfen. Azerbaijan, where
the company has been strengthening its presence
since 1996, witnessed two major developments in
business opportunities in 2010. A $342-million
contract signed by BP and ATA Consortium (AzfenTekfen-AMEC) early in the year to build an oil
platform will complement Tekfen’s previous experience and achievements in this area. The 18,500ton Caspian Sea platform, the largest contracted
by ATA up to now, is part of capacity hike investments in the West Chirag region and consists of an
oil extraction unit, technical assistance units and
accommodation facilities. Steel fabrication and
assembly operations have started at the Bayıl Steel
Fabrication Plant near Baku, where site improvement work was completed within the year. The
shore-based phase of the project is scheduled for
completion by March 2013 and the maritime phase
and sail away by September 2013.
Additionally, Tekfen signed a $235-million contract
in mid-2010 to build a state-of-the-art headquarters
building in Baku for Azerbaijan’s State Oil Company,
SOCAR. Site preparation and mobilization work of
this 38-floor administrative building were completed
within the year. The 200-meter high building will
reshape Baku’s skyline and, on completion, which
is scheduled for the first quarter of 2013, it will
push the value of Tekfen Construction’s on-going
projects in Azerbaijan substantially over $300
million. The company aims to increase this amount
in 2011 by following new project opportunities closely.
the Caspian Region, are conducted by GATE Construction Co. Inc., a joint venture in which the
company holds a 50% share. The third phase of
GATE’s Kashagan Main Works (KMW) Project, which
started in 2005 in Kashagan Oil Development Basin,
is nearing completion earlier than scheduled, as
did the previous first and second phases. The demobilization work, which started in late 2010, will
be finished in April-June 2011, together with the
Kashagan Industrial Buildings (KIB) project, which
was postponed to 2011.
Engineering work on the Kashagan Power Plant
Tranch-3 (KPP-TR3) project, a 2 x 35 MW natural
gas-fired power station to be constructed on a turnkey EPC basis under a contract GATE signed in
September 2009, was 40% completed at the end
of the year. Construction work is proceeding rapidly
toward the full completion date in mid-2012.
Tekfen Construction intensified its efforts in 2010
to gain new business in other Caspian Region countries. The company bid for many projects in Turkmenistan and Uzbekistan throughout the year.
Tekfen opened a branch office in Ashkhabad,
Turkmenistan’s capital, and has completed all the
company registration procedures.
Tekfen Construction’s operations in Kazakhstan,
the company’s second most important market in
“Tekfen aims to strengthen both its active work portfolio and its revenues by expanding beyond its traditional geographical area of operations to new regions
such as West Africa, Latin America and Southeast
Asia.”
Osman Birgili
Tekfen Construction / Senior VP
28
SOCAR Tower
Baku, Azerbaijan
Ma’aden Phosphoric Acid Plant
Saudi Arabia
The Middle East
The Middle East market provides major business
opportunities for the world’s leading contracting
companies, which battle fiercely over infrastructure
projects fueled by periods of high oil prices. The
Middle East market, which fell sharply due to the
global financial crisis, bounced back in 2010 as oil
prices returned to their 2008 levels, yet for Tekfen
the year was limited by competition, particularly
from local and Far Eastern companies. However,
thanks to the credibility and prestige it has established with employers and partners in the region,
Tekfen Construction maintained its presence in
this market in 2010 with major projects.
Tekfen’s construction of Ma’aden Fertilizer Plant
Phosphoric Acid Plant in Saudi Arabia took on new
dimensions when the company took over additional
supply services. This significantly raised contract
revenues. The facility is expected to be completed
and delivered in mid-2011.
Plant also continued in 2010. Contracted in June
2009 and scheduled for completion at the end of
2011, the plant will have a capacity of 250,000
tons/year.
Oman’s 234 km-long Harweel Gas & Oil Pipeline
Project was completed in November 2010 and demobilized at the end of the year. The project had
suffered from delays caused by the client’s late
delivery of materials.
In Abu Dhabi of the United Arab Emirates, Tekfen
is working hard to return the mechanical, electrical
and instrumentation works of an oil degassion plant
and 92-km pipeline project to its scheduled completion date of the end of 2012. The project, which
will serve oil produced in the Shah, Asab and Sahil
(SAS) regions, had suffered from delays due to the
client’s late handover of the construction site as
well as other contractors’ work assigned by the
local authorities.
Construction of the North Road contracted with
Ashghal, the Qatar Highway Authority, continued
throughout 2010. The highway was opened to the
uninterrupted flow of traffic between 3+500 km
and 42+000 km. The highway’s right and left shoulders should be completed by June 2011, and the
whole project is scheduled for completion in September 2011. However, this schedule might change
with Ashghal commissioning some additional work.
Construction work on the Qatar Petrochemical
Company’s (QAPCO) Low-density Polyethylene
“At the fertilizer complex we are building in the Northeast
region of the Kingdom of Saudi Arabia at Taz Az Zawr
for Ma’aden Phosphate Company we have taken on the
construction of a unit that will produce around 1.5 million
tons of phosphoric acid per year. Just as we were close
to completing the project, we were awarded additional
works. At the same time in Qatar, our construction of a
Low-density Polyethylene Plant together with UHDE of
Germany in the Al Mesaieed industrial zone close to
Doha is progressing rapidly and successfully.”
Gürbüz Alp Kireç
Tekfen Construction / Senior VP
30
QAPCO Low Density Polyethylene Plant
Qatar
North Africa
Operations in North Africa region, brought sound
results in 2010 and opened the door for the company to undertake new projects. Morocco, where
Tekfen has completed significant projects in recent
years, is one of the most attractive countries in
the region. In June 1010, during the demobilization
process of the Samir Refinery Modernization and
Renewal Project, which the Company completed in
2009, erection and assembly work of the Crude
Topping Unit 4 came through at the same refinery.
The project—with the Spanish company Técnicas
Reunidas handling the engineering, material provision and project management work—is scheduled
for completion before the due date of May 2012.
Office Chérifien des Phosphates (OCP), Morocco’s
largest company and producer of phosphates, the
country’s principle commodity, rewarded Tekfen
Construction’s careful preparations with two major
projects at the end of 2010. These were finalized
and signed at a ceremony on 20 January 2011 at
OCP’s headquarters in Casablanca. First of these
is an EPC project to construct a pipeline to carry
phosphate slurry from Khouribga to the port of
Jorf Lasfar. The 230-km pipeline—187 km of it being
36 inches in diameter and 39 km of it being 12-20
inches in diameter and including storage and pumping facilities—is planned for completion in 28 months
with an approximate cost of $450 million. This
project will transport 38 million tons/year of phosphate slurry to the coast and employ 1,500 people.
the erection and assembly of two Diammonium
Phosphate (DAP) fertilizer plants, each of 850,000
tons/year of capacity, and their support units. The
project, contracted with Maroc Phosphore S.A., an
OCP Group company, and valued at $170 million,
is scheduled for completion in 16 months. Tekfen
Construction stands ready to undertake new
projects emerging in 2011 from related investments.
In Libya, Tekfen Construction continued its work
in 2010 on the Great Man-Made River (GMR) project,
as Tekfen-TML joint enterprise. The project includes
the conveyance of underground water extracted
from below the Sahara Desert to residential areas
on the Mediterranean coast through 4.5m-diameter
pipes. In the Al Khufra-Tazerbo section of the
project, 300 km pipeline has already been laid.
Additional work on the GMR project is due for
completion in 2012.
However, at the time of printing of this report, the
political and social unrest in Libya forced Tekfen
to stop all activities and leave the country together
with all other foreign contractors. The Turkish and
TCN work force was pulled out successfully until
such time as conditions in the country stabilize.
The second new project in Morocco will encompass
Great Man-Made River Water Conveyance System, Libya
34
SAMIR Refinery
Mohammedia, Morocco
Eastern Europe
Tekfen Construction completed the Maritza East1 Thermal Power Plant (ME1) project in Bulgaria at
the end of 2010. The construction and assembly
work for the project, started in 2006, was undertaken by the TGO Company, a 50/50 joint venture
between Tekfen and GAMA. In 2011, performance
tests and start-up work will be done with the lead
company Alstom. However, at the time of publication of this report, work on the project has stopped
due to a misunderstanding between AES and Alstom, the main contractor, concerning operating
performance. Arbitration proceeding between AES
and Alstrom have started.
Turkey
Tekfen Construction’s existing project portfolio is
heavily weighted towards projects abroad. However,
the Company closely monitors opportunities in
Turkey and is ready to take on major projects in
its fields of expertise—oil, gas, energy, and infrastructure.
security systems, fire and gas detection systems,
various road and infrastructural requirements, and
waste water treatment plants. The Geo-Hazard
Work project (which includes river passes, landfall
and general adjustment operations on the pipeline
route) and the Main Oil Line Work project (which
encompasses pipe work for the PT-1 and PT-2
stations) were also undertaken in 2010. These will
continue throughout 2011.
Work on the Tarsus-Adana-Gaziantep (TAG)
Highway’s Gaziantep-Birecik and Adana-Pozantı
connections continued throughout the year. Road
construction work was completed, but a broadening
of the scope and an increase in yardage has pushed
completion into 2011.
Maritza East 1 Thermal Power Plant
Bulgaria
Tekfen C0nstruction previously carried out twothirds of the work on the Bakû-Tiflis-Ceyhan (BTC)
Crude Oil Pipeline terminals. The project initiated
by the BTC operationg company to increase the
capacity of the pipeline by 20% was completed in
mid-2009. After this date, Tekfen Construction
continued to make new works involving improvement and additional projects to the existing facilities
as requested by the operating company.
These included work completed in mid-2010 on
Çiftehan-Pozantı Motorway, Turkey
36
2010 HSE and Accident-free Performance
Tekfen Construction is a reliable partner for international contracting companies because of the
emphasis it places on occupational health and
safety and the environment, its know-how, experience, project delivery punctuality, business ethics,
and EU-compatible standards.
Under its Health-Safety-Environment (HSE) and
quality system, Tekfen Construction’s goal is to be
worthy of the trust of its clients, shareholders and
the general public, to operate with the awareness
of its duties concerning social responsibility, and
to contribute social development.
Tekfen Construction gives great importance to onthe-job training. In 2010, out of a total of 37,949,585
man-hours, 5,916 man-hours were used for quality
training while 297,217 man-hours were used for
HSE training. In other words, 0.80% of working
time was spent on training.
Tekfen Construction continued its success in the
international sphere in terms of reducing accidentrelated lost time incidents in 2010 because of the
great importance it gives to occupational safety.
The Company’s success in avoiding accident-related
lost time incidents, was recognized by clients with
the following awards in 2010:
Ma’aden Phosphoric Acid Plant Project (Saudi Arabia): 13 million accident free man-hours
award,
Tekfen Construction's business concept was established and maintained for many years in
accordance with the following principles:
To minimize any possible harm to employees, third parties, property and the environment during
general operations.
To act with the goal of benefiting society and the environment during all its operations without
compromising on high standards set for this purpose.
Kashagan Industrial Buildings Project (Kazakhstan): 4 million accident-free man-hours
award,
To strive to avoid breaches of environmental rules that might endanger the health and rights
of employees, clients or inhabitants of the areas the Company operates in.
Harweel Pipeline Project (Oman): 3.3 million
accident-free man-hours award,
To act in a way that minimizes the environmental impact of its operations and to take precautions
to eliminate environmental pollution.
QAPCO Polyethylene Plant Project (Qatar):
2 million accident-free man-hours award,
To respect the traditions and cultures of the countries it operates in, to comply with the social
structure, and to avoid practices that might adversely affect the social environment.
Fabrication and Assembly of Off-Shore Oil
Platform Module Constructions Project (Azerbaijan): 2 million accident free man-hours
award,
Shah-Asab Sahil Petroleum Fields Gassing
Facility Project (Abu Dhabi): 1 million accident
free man-hours award.
Tekfen Construction reinforces its reputation in
the national and international contracting sector
with its trained technical and administrative personnel. The Company holds ISO 9001:2008 Quality
Management, OHSAS 18001:2007 Occupational
Safety and Health, and ISO 14001:2004 Environment
Management System certificates.
To take all precautions necessary to preserve archeological, historical and cultural artifacts as
well as the natural environment during the course of its operations.
To keep customer complaints to the minimum by reducing the rate of duplication and repair,
thus cutting costs and taking care to reflect this to customers
To minimize consumption of natural resources.
To determine all environmental issues and their effects, as well as risk levels with regard to all
business practices and projects, and to minimize the determined risk levels with corrective and
preventive action.
Within the framework of its social responsibility obligations, to support education, promote
environmental and social awareness, and engage in cultural and socially responsible activities.
Company employees and management systems
are audited under these certifications by independent organizations on a continuous basis and improvement programs are implemented.
“Our fundamental principle is to safeguard our employees, third persons and the environment. Accordingly, the Management Systems we apply cover all
our projects. We allocate one HSE offical for every
fifty employees in our work sites.”
Dinç Şenlier
Tekfen Construction / Total Quality&HSE Management Representative
38
39
Fabrication Yards
Tekfen Ceyhan Steel Structure Fabrication
Ceyhan Steel Structure Fabrication Plant has fabricated over 160,000 tons of steel structure for
refineries, petrochemical plants, oil platforms,
bridges, power stations, industrial facilities and
stadiums since it started operations in 1993. With
a production capacity of 25,000 tons of steel a
year, the plant fabricates steel structures for all
Tekfen Construction’s domestic and international
requirements on projects across three continents.
Occupying a 130,000-sqm area, the plant has a
15,000-sqm covered production area, and a 3,000m2 insulated, heated and fully covered sandblasting
and painting unit, as well as state-of-the-art machinery and equipment. Since 2004, the plant has
also manufactured noncorrosive, duplex, super
duplex and carbon steel pipe spool.
Ceyhan Steel is accredited with ISO 9001:2008
Quality Management System, ISO 14001:2004 Environmental Management Standard, OHSAS
18001:2007 Occupational Safety and Health System
certificates as well as EN ISO 3834-2 Welding Works
Quality Management System certificate, thereby
demonstrating the plant’s compliance with international standards.
Despite the 2010 worldwide financial crisis, Tekfen
Ceyhan Steel Fabrication Plant produced 8,000
tons of steel structure. Among the projects that
the plant catered for in 2010 were Ma’aden Fertilizer
Plant Phosphoric Acid Unit in Saudi Arabia, the
Polyethylene Plant in Qatar, the CDU4 Compressor
Unit and equipment platform steel fabrication in
Morocco, and storage tank manufacturing in Iraq.
The Plant’s fabrication of P63 oil platform components for the QUIP company, commissioned by the
Brazilian oil company Petrobras, continued throughout 2010 and additional orders commenced thanks
to the client’s satisfaction with quality. The oil
platform sections manufactured in the Tekfen
Ceyhan Steel Structure Fabrication Plant are assembled in İskenderun port from where they are
transported to Brazil in modules of 200 tons. Steel
for the headquarter buildings which Tekfen will
construct in Baku for Azerbaijan’s Public Oil Company, SOCAR, will be fabricated in the Ceyhan Steel
Structure Fabrication Plant.
40
At the end of 2010, ongoing projects at Ceyhan
Steel amounted to about 15,000 tons.
Tekfen Bayil Steel Fabrication Plant
(Baku-Azerbaijan)
Since it was privatized and modernized through
significant investments to support Tekfen’s Caspian
region operations and to meet its needs for maritime platforms steel structures, Cenub Tikinti Services (CTS) near Baku continued to create new
work for Tekfen from the oil platform projects it
previously undertook.
The West Chirag Oil-drilling Platform, work on which
started in 2010, is the largest project Tekfen has
undertaken in this area. The platform, implemented
by Azfen-Tekfen-AMEC (ATA) Consortium and valued at $342 million, is a part of capacity increasing
investments in Azerbaijan’s Azeri-Chirag-Guneshli
(ACG) oilfield. The platform, which will be anchored
to the seabed on 170 m deep steel abutments, will
weigh 18,500 tons with its production facilities,
drilling module and living units. Tekfen Bayıl Steel
Fabrication Plant will undertake all the erection,
assembly, testing and commissioning work. By the
end of 2010, 9.7% of the main supporting steelwork
and assembly work had been completed and the
platform will be completed in March 2013 and installed off-shore.
LPG Storage Tank
Petrol Ofisi, Yarımca Construction Site
Tekfen Engineering
Tekfen Engineering, founded in 1984 under the
Contracting Group, is one of Turkey’s leading engineering companies. Its technical capabilities and
experience, especially in industrial plants and infrastructure projects, means it is positioned to handle
the engineering side of the engineeringprocurement-construction triangle. The company,
which provides services in a wide range of areas,
such as oil and gas plants, highways, power stations
and metro projects, also takes an active role in
complex engineering projects for third parties.
The company aims to provide Tekfen Construction
with an efficient service and technical know-how
on the engineering side of technologically demanding projects. These include refineries, petrochemical
plants, terminal facilities, pipelines and power plants.
This aim is only attainable through sustained
growth, so Tekfen Engineering is continuously
developing its organization and equipment and, to
this end, the company created a Process Department in 2009. In 2010, it strengthened its organization with new staff and software in the areas of
automation, piping, electrics and instrumentation.
As part of this, the company started using the
Model Design application, which is particularly
effective in technologically demanding projects,
and it took an important step in interdisciplinary
integration and engineering by developing its software and equipment accordingly.
Tekfen Engineering has recently taken a more
active role as a solution partner in Tekfen
Construction’s major projects abroad. In 2010, it
continued its engineering coordination work on
three projects: Kashagan Industrial Buildings (KIB)
in Kazakhstan, the Great Man-Made River project
in Libya and the Low-density Polyethylene Plant in
Qatar. Additionally in 2010, Tekfen Engineering
completed nearly all the detailed engineering services it undertook for the Al-Khalij Thermal Power
Plant project being built by GAMA in Libya.
Tekfen Engineering gained Tüpraş’s trust and approval through the success of the Izmir Refinery’s
Methanation Plant project in 2009. This led to it
being awarded the complete engineering work for
the İzmit and Izmir Refineries’ Kerosene Treatment
units, which it delivered in 2010.
In addition to the previous project, two other
projects were implemented in 2010: as part of the
42
Morocco-Samir Refinery Modernization Project,
detailed work on the CDU-4 unit was prepared in
the first half of the year, while engineering on
project details for SOCAR’s new headquarters,
undertaken by Tekfen Construction in Baku, commenced in the second half of 2010.
The company’s infrastructure division started work
on the four highways preliminary project, commissioned by the General Directorate for Highways in
2010. The Pozantı Connection Road and Junction
Road Bridge projects, under construction by the
Tekfen-Tubin-Özdemir Consortium for the ÇiftehanPozantı Highway, are about to be completed.
Çiftehan-Pozantı Motorway
Turkey
Tekfen Manufacturing and
Engineering
Tekfen Manufacturing and Engineering Inc. provides
engineering, manufacturing and assembly services
of process equipments to international standards
for the petroleum, petrochemical, chemical and
fertilizer industries, in particular, and in other fields,
such as gas, steel industries and power stations, in
line with Tekfen Construction’s main objective—
EPC-based projects. Conducting its operations from
its factory in Derince, Istanbul, Tekfen Manufacturing offers its services to international contracting
companies as well as domestic and foreign companies operating in LPG storage and distribution.
Tekfen Manufacturing achieved most of its targets
in 2010. The company’s rise to prominence as a
spherical tank supplier to LPG facility investment
projects emerged after the promotion of LPG usage
in African countries, in particular. A high amount
of pressure vessel, heat exchanger and spherical
tank fabrication was undertaken for foreign markets. Among the projects completed in this area in
2010 were coated cylindrical tanks fabricated for
Lebanon, a 7,000-m3 LPG spherical tank for Morocco, and pressure vessels, process columns and heat
exchangers for the Türkmenbaşı Refinery. A new
requisition was also secured in 2010 for the manufacture and assembly of two 7,000-m3 LPG spherical
tanks for Morocco. This job will be delivered in 2011.
process equipment manufactured for Tüpraş’s Izmir
Refinery were delivered within the year while
assembly work on ten 5,000-m3 LPG spherical tanks
for POAŞ’s Aliağa and Yarımca terminals continued
towards their scheduled completion date in early
2011. In addition to two 5,000-m3 LPG spheres
contracted for Aytemiz Gas, the company received
new job orders for pressure vessels and heat
exchangers from Tüpraş Izmir Refinery and Petkim
in the last quarter of the year. These projects are
scheduled for completion in 2011.
Tekfen Manufacturing invested in enlarging its
manufacturing area to meet the expanding volume
of business and increasing demand for heavy equipment. The area will be increased from the 12,000
m3 it attained in 2009 to 18,000 m2, utilizing adjacent land bought in 2010. The construction will
start in February 2011 once the required licenses
and administrative authorizations are obtained and
it will be completed by the end of the year. This
investment will allow the company to contend for
a greater share of new refinery projects for Tüpraş
and Petkim.
There was also considerable activity for projects
within Turkey during the year. Reactor and other
Heat Exchanger for Turkmenbashi Refinery, Derince
44
Elliptical Head Fabrication
Derince
TOROS AGRICULTURAL INDUSTRY & TRADE CO., INC.
TOROS TERMINAL & MARITIME CO., INC.
TAYSEB - TOROS ADANA YUMURTALIK FREE ZONE
FOUNDER AND OPERATING CO., INC.
TOROS SHIP AGENCY SERVICES CO., INC.
TAGAŞ - TURKISH - ARABIAN FERTILIZER CO., INC.
HISHTIL-TOROS SEEDLING INDUSTRY AND TRADE CO., INC.
“The Agri-Industry Group performed very profitably in 2010
thanks to its respected position in the international and
Turkish fertilizer markets and its effective sales methods,
contributing 45% of total Tekfen Group revenues and 65%
of its profit. As we approach our 30th anniversary, Tekfen
Agri-Industry Group once again demonstrated that it is
Turkey’s largest private sector agricultural entity and one
of the most important players in Turkish industry.”
Esin Mete
Tekfen Holding
Vice President
Agri-Industry Group
Agri-Industry Group
Profile
Founded in 1974 by Tekfen Holding, Tekfen AgriIndustry Group is the largest enterprise in its field
in Turkey in terms of business volume, range of
products and services, and market share. Operating
today under the name Toros Tarım, the company
is one of the 50 largest industrial companies in
Turkey and it is the second largest of Tekfen
Holding’s four areas of business in terms of revenues, generating a turnover of TRY 1,027 million
and taking a 45% share of Tekfen Holding’s total
annual revenues.
Toros Tarım maintains diverse operations in various
areas of agriculture. A wide range of complementary services and activities differentiates the company from its peers.
farmer-friendly approach, sense of quality, operating standards and pioneering practices. Distribution,
another key to the company’s success, is managed
through seven regional offices, warehouses with a
total capacity of 550,000 tons, and nearly 800
dealers that reach the remotest places in the country. Toros Tarım’s strong logistics infrastructure
contributes strongly to its market leadership.
Toros Tarım views agricultural development as a
multifaceted process and its company policy is to
play a full and active role in that process. The
company believes that raising productivity and
quality is crucial to improving the welfare of the
farmer and ensuring that agricultural activities
attain their deserved position in the economy.
Founded in 1974 by Tekfen Holding, Tekfen Agri-Industry
Group is the largest enterprise in its field in Turkey in
terms of business volume, range of products and services,
and market share. Operating today under the name Toros
Tarım, the company is one of the 50 largest industrial
companies in Turkey and it is the second largest of Tekfen
Holding’s four areas of business in terms of revenues,
generating a turnover of TRY 1,027 million and taking a
45% share of Tekfen Holding’s total annual revenues.
Toros Tarım’s core agricultural activities are the
production and distribution of chemical fertilizers.
Collectively, the company’s factories in Ceyhan,
Mersin and Samsun account for up to 38% of
Turkey’s total installed production capacity, making
Toros Tarım the leader in the industry. Apart from
its own production, the company offers a broad
range of imported fertilizers. Overall, Toros Tarım
has an extensive product portfolio that includes
conventional fertilizers and water-soluble specialty
fertilizers and trace elements, prepared to meet
farmers’ plant nutrient needs.
Catering to a broad range of farmers’ needs, Toros
Tarım is widely respected in the sector due to its
48
Accordingly, the company not only produces chemical fertilizers but also seeds using tissue culture
technology, and seedlings.
Hishtil-Toros Fidecilik (HTF), a specialist in this
area, carries out the company’s seedling production
in fully equipped nurseries in Antalya. These nurseries use state-of-the-art technology and protection
protocols, the likes of which are uncommon worldwide, and with these it produces high-quality, highyield, disease-free standard and grafted seedlings
capable of withstanding the diseases and pests
that cause Turkish agriculture great production
losses annually.
In addition to seedling production, the company
does research to offer high-quality seeds to the
Turkish farmer and to produce specialty seeds
using tissue culture techniques at its Agripark
facilities in Adana. In addition to fertilizers, the
company has also become a pioneering, standardsetting brand in seeds and seedlings through investments in technology to raise productivity.
Toros Tarım also invests in non-agricultural sectors
that complement its agricultural operations. Its
presence in areas such as marine terminal operation, bag production, gas station and free zone
operations is constantly growing. Built in 1981 as
an extension of the Ceyhan fertilizer factory Ceyhan
Terminal was expanded in 1990 to meet its potential
for providing service to third parties. Today, Toros
Ceyhan Terminal is one of the most important deep
water terminals in the Eastern Mediterranean.
which is slated to become Turkey’s energy hub.
Tekfen Agri-Industry Group continues to create a
chain of values in its own business area through
mutually supportive investments and projections
having a special focus on agricultural activities.
Samsun Terminal has made a great contribution
to the Group's activities with its strategic location
and additional capacity. An integral part of Toros
Tarım Samsun Plant bought in 2005 under the
government’s privatization program, Toros Samsun
Terminal provides pilotage, tugboat and ship agency
services within the scope of its operations.
Free zone management is one of the Group’s most
important future-oriented areas of expansion. Toros
Adana Yumurtalık Free Zone’s potential rests on
its facilities and convenient location in Ceyhan,
2010 Sales of Chemical Fertilizer:
Dealers
1,571,443 Tons
Wholesale
136,528 Tons
Export
36,001 Tons
Total
1,743,972 Tons
Toros Tarım chemical fertilizer production plants:
Plant
Product
Capacity
('000 tons/year)
2009 Capacity
Utilization Rate (%)
2010 Capacity
Utilization Rate (%)
Ceyhan
NPK
660
60
89
Mersin
AN 26
594
80
98
Samsun
NPK / DAP
527
60
74
1.781
67
88
Total
50
Ceyhan Fuel Oil and Petroleum Storage Tanks
Adana
Toros Tarım Ceyhan Plant
Adana
2010: A General Overview
The largely climate-related decline in production
and rapid increase in prices were the most
significant developments in the world agricultural
sector in 2010. Severe drought in Russia, Ukraine
and Kazakhstan, catastrophic fires in Russia and
insufficient rain in Canada led to a 3.5% less-thanprojected global wheat yield. Combined with a 2%
rise in consumption, there was a 5% decline in
wheat stocks compared with those of the previous
year. Similarly, unfavorable climatic conditions
caused a drop in corn yields in the U.S., Brazil,
Venezuela and the Philippines. This, and increased
consumption of corn for industrial usage, caused
corn stocks to decline by an estimated 7%. While
there was no significant change in cotton production
levels, high demand reduced stocks by 17%. The
result of these stock declines was an explosion in
agricultural product prices—with the 2010 closing
price of wheat up 45%, corn up 40%, barley up
80%, and cotton up 75%. High prices are expected
to continue until the harvest season of 2011 (Source:
International Grains Council, Food and Agriculture
Organization).
Agricultural product price increases contributed
to a rise in fertilizer consumption in 2010. Prices
of plant nutrients used in fertilizers increased by
an estimated average of 5.8%, with nitrogen up
2%, phosphate up 8%, and potash up 19%.
According to International Fertilizer Industry
Association (IFA) projections, increased grain
demand in 2011 will cause the demand for nitrogen
to rise 2.4%, phosphate 5%, and potash 7.8%, for
an overall increase of 2.8%.
Fertilizer prices fluctuated widely in world markets
in the first half of 2010, though with a rising trend.
The market firmed in the second half of the year
with fertilizer prices increasing rapidly due to:
Extensive state support for fertilizer consumption in countries such as India and
Ukraine,
Taxes imposed in China, a major fertilizer
producer, to curb fertilizer exports,
Increasing consumption fuelling fertilizer
demand in populous countries like the U.S.
and Brazil.
Moreover, compared to June figures the price of
ammonium rose from $315 to $410/ton, ammonium
nitrate fertilizer from $215 to $300/ton, urea fertilizer from $250 to $380/ton (all Yuzhny FOB),
and the price of DAP fertilizer rose from $450 to
$600/ton (North Africa FOB).
While this instability in fertilizer prices is expected
to continue in 2011, DAP fertilizer prices are expected to fall in the last quarter with the opening of
Saudi Arabia’s Ma’aden Fertilizer Factory, which is
currently being built by Tekfen Construction, another Tekfen Group company.
At the core of efficient agriculture lies the use of fertilizer.
54
In 2010, as the global crisis waned, Turkey bounced
back from most of the economic difficulties it faced
in the previous year. From an economic decline of
4.8% in 2009, the country reported economic
growth of 8.9% in 2010, making Turkey one of the
few countries to achieve such a performance.
the impact of global cycles, climatic conditions, and
a trend for dealers to trade on an order-as-needed
basis. In the second quarter of the year, farmers
of industrial crops preferred AN and producers
affiliated with tea cooperatives favoured 25.5.10
compound fertilizer instead of CAN.
US dollar’s 3% decline in 2010 acted as a brake on
fertilizer sector price rises as the sector imports
nearly all of its inputs. Commodity prices in Turkey
and the world largely returned to their pre-crisis
levels in 2010, having collapsed in the aftermath
of the crisis.
The escalation of fertilizer prices in the international
markets in the second half of the year had an
impact in Turkey, where it became a key
determinant in autumn season affecting the
farmer’s purchasing power. In the third quarter,
North Africa-based DAP prices climbed from FOB
$450 to $600$/ton, which resulted in a 42%
increase in DAP and compound fertilizer prices in
the domestic market compared to the same period
in 2009. This rise in prices reduced fertilizer use,
with a 28% decline in the use of DAP fertilizer,
which is generally the locomotive of the season. In
contrast, NP-based fertilizer use rose by 7%.
Moreover, the evolving price structure led farmers
to choose zinc-added 20.20.0 compound fertilizer,
sales of which rose by 23%.
The latest agricultural year (October 2009September 2010) was wetter than the previous
one, with a 4.3% increase in cumulative
precipitation. However, there were regional
variations, notably a drought in Southeast Anatolia
that had an unfavorable impact on agricultural
activity. Rainfall in October, the most crucial cereal
planting month, was 40% down on the same month
in 2009, which was enough to designate the region
‘at risk’ of drought. This situation, combined with
the rise in cotton prices, encouraged some farmers
in the region to plant cotton instead of cereals.
Prices of staple products increased in real terms
throughout the year. While the Turkish Grain Board
(TMO) announced the 2010 purchase price of wheat
at 10% higher than that in the previous year, the
surge in grain product prices on international
markets in the months following the harvest caused
domestic wheat purchase prices to climb by 2025%. Corn prices followed a similar pattern to
wheat in 2010, but the biggest surprise was a
demand-led 70-75% jump in cotton prices in the
year.
Overall fertilizer consumption in 2010 fell by 6.1%
to 4.93 million tons compared to last year.
The agriculture sector grew by 1.2% in 2010 after
a growth of 3.7% in 2009. Despite this growth, the
production levels of certain basic agricultural
products declined —with an estimated fall in the
production of grains at 3.4%, vegetables 2.6% and
fruit 0.8%. Accordingly, production of wheat in
2011 is projected to fall by 5.3% to 19.5 million tons,
barley by 1.4% to 7.2 million tons, corn by 1.2 % to
4.2 million tons and sugar beet by 1.6% to 17 million
tons. On the other hand, it is estimated that the
production of rice will rise by 14.7% to 860,000
tons, potatoes by 3.3% to 4.5 million tons, and
cotton by 24.6% to approximately 2.1 million tons
(Source: Turkish Statistical Institute).
Fertilizer prices in Turkey fluctuated in 2010 under
55
Our Activities in 2010
Toros Tarım Mersin Plant
Chemical Fertilizers
Mersin
Toros Tarım is Turkey’s largest producer of
chemical fertilizers, accounting for about 38% of
the national installed production capacity. In 2010,
the company sold 1,743,972 tons, of which 1,571,443
tons went to its dealers, 136,528 tons to
wholesalers, and 36,001 tons were exported.
Against a shrinking market, these figures show a
growth of 5% in dealer sales, 72% in wholesale
sales, and 462% in exports, for an overall growth
in sales of 10.5%. This successful performance
enabled Toros Tarım to grow its market share from
30% in 2009 to 34.6% in 2010.
Toros Tarım maintained production at its plants
in Ceyhan, Mersin and Samsun, and achieved a
high capacity utilization rate of 88% in 2010.
Production at the Ceyhan plant was 527,600 tons,
the Mersin plant 530,100 tons, and the Samsun
plant 389,600 tons, manufacturing 1,447,300 tons
of fertilizers in total. In addition, 237,500 tons of
fertilizer was imported in 2010 to procure fertilizer
types our plants do not produce or products with
high production costs. Imported fertilizer was
unloaded at terminals in Tekirdağ, Izmir-Aliağa and
Antalya which are effective logistic hubs in close
proximity to regions where consumption is
intensive. This in return provided significant cost
savings in distribution to the company which
translated into reasonable prices for the consumer.
One of the innovations Toros made along these
lines in 2010 was launching production at its Mersin
plant of a fertilizer containing magnesium—the first
such production in Turkey.
Among the factors contributing to Toros Tarım’s
strength are its logistic facilities and its extensive
network of dealers. The company has 550,000ton storage capacity spread throughout Turkey.
This allows the company to avoid the fertilizer
procurement bottlenecks that can dog distribution
during periods of peak seasonal demand and it
enables the company to provide uninterrupted and
timely delivery of its products to its customers.
Toros Tarım’s procurement policy based on the
principles of giving priority to the needs of the
domestic market and maintaining uninterrupted
supply of products has earned the trust of the
consumers and dealers, thus became a strength
of the company.
In line with this approach, Toros Tarım has followed
a dynamic sales strategy and has created new
sales channels enabling it to deliver its products
to the remotest corners of the country. Through
this strategy, the company has taken maximum
advantage of market opportunities. Building on its
existing distribution network, the company
consolidated its competitive position in the market
by expanding its authorized dealership system
even further in 2010 with a view to, in particular,
maximizing its presence in small markets near
terminals. Efforts to improve the efficiency of
dealerships, including acquisitions of new ones and
evaluations of existing ones, continued in 2010. By
year’s end, the total number of dealers was 787.
The company began to perform market
assessments on a monthly basis in 2010, having
previously performed them seasonally. In this way,
Toros Tarım aims to be more responsive to market
needs by continuously revising sales plans. These
efforts played a crucial role in raising Toros Tarım’s
market share in the chemical fertilizer sector in
2010 to its highest level ever.
“Agriculture means to obtain food from the nutrients in
the soil. Fertilizer enriches the soil by supplying nutrients
that are absent or inadequate and reduces the need for
more agricultural land by increasing yield. In other words:
Fertilizer adds value to labor.”
Necat Haksal
Toros Tarım / Senior VP
56
Specialty Fertilizers
Toros Tarım pioneered specialty fertilizers in Turkey
and they have become an important part of the
market. These are fully water-soluble fertilizers
that are used with advanced irrigation systems
such as drip or sprinkler irrigation. In the past,
specialty fertilizers were used mostly in green
houses, but now, as they have developed, these
fertilizers are also widely used in open fields. Much
greater sales are expected in the next few years
as the use of controlled irrigation techniques spread.
Toros Tarım operates in partnership with leading
international companies in the specialty fertilizer
sector, allowing it to offer a diverse range of
products. Recovering from the unfavorable market
conditions of 2009, the company exhibited
significant growth in this segment in 2010, selling
17,400 tons of specialty fertilizer, a 44% increase
compared to the previous year.
Toros Tarım continued specialty fertilizer promotion
and marketing activities throughout the year, in
particular emphasizing Toros Tarım’s pioneering
role. The company sponsored the international
symposium ‘Soil Management and Potash Fertilizer
Uses in West Asia and North Africa Region’, held
on 22-25 November 2010.
2010 sales of the Chelated Trace Element product
group, which Toros Tarım first marketed in 2008
in partnership with the Spanish company Tradecorp,
grew by 33% over that of 2009 to reach 38 tons.
Educational and promotional activities designed to
inform those working in Turkey’s agricultural sector
about micronutrients continued in cooperation with
Tradecorp. Various seminars were held on this
topic, particularly for companies engaged in soilfree agriculture.
Toros Tarım consolidated its product portfolio with
the addition of two new specialty fertilizers in 2010.
The first of these, NPK fertilizer marketed under the
Torosol brand, is a new formulation (16.08.24)
especially suited for tomato cultivation. The company
established the procurement infrastructure in 2010
for another specialty fertilizer, Calmag, a calciummagnesium compound, and completed the
arrangements necessary to market it in early 2011.
Long-term procurement agreements with various
producers of Calcium Nitrate fertilizers were made
to ensure regular supply and eliminate disruptions in
procurement.
Toros Tarım works for
higher efficiency.
Toros Tarım offers a wide range of products catering to farmers' needs.
58
Seeds
Toros Tarım supports the use of high quality and
original seeds to raise productivity and sustainability
in the agricultural sector. The company has been
providing Turkish farmers with a wide range of
standard and hybrid vegetable seeds and field crop
seeds for many years.
After the 2009 dissolution of its partnership with
a foreign company involved in vegetable seed
distribution, Toros Tarım decided to take another
direction and initiated a project to develop new
varieties for the Turkish market under its own
brand. It concluded a number of agreements with
foreign companies for product development and
improvement, which continued in a variety of ways
in 2010. Projects under vegetable seeds in 2010
included:
The initiation of population and improvement
studies at the Çandır (Antalya) seed
experimentation station to develop lines
compatible with Turkey’s climate and to
determine the materials that ensure
maximum adaptation to local conditions,
The initiation of research into crossbreading, line development and seed
insemination,
Taking samples from improved lines and
sending them abroad for DNA tests that give
early determination of disease resistance,
mapping and improvement.
Work on product development in vegetable seeds
encompassed:
Beginning the first trials of new projects
under growing conditions outside the
experimentation station,
Updating product profiles.
The company expects the first commercial results
from its efforts to develop new varieties of
vegetable seeds in the near future. On the other
hand, domestic seed production agreements for
standard varieties, such as Toros Lettuce, Toros
Parsley and Toros Beet, increased by 11% and
reached 8.5 tons.
Toros Tarım carried out similar work on field crop
60
seeds on two fronts in 2010. First, existing seed
varieties, such as the Toros brand Adana 99 and
the Osmaniyem, were promoted to a much wider
customer base. Second, the product profile was
reinforced with the addition of newly developed
seeds. A total of close to 6,000 tons of certified
wheat seeds were sold under the 2010 sales
programs. Promotion of the Osmaniyem variety
was emphasized particularly in the coastal belt,
which provided a strong market entry of this wheat
seed. Within the year, agreements were concluded
with 114 producers for certified wheat seed; an area
exceeding 2,000 hectares was sown—a 229%
increase in production area compared with that of
the year before.
The company continued product development
activities in various segments throughout 2010. It
continued its partnerships with Agricultural
Research Institutes affiliated to the General
Directorate of Agricultural Research (TAGEM) and
universities and initiated various experimental
projects. An assortment of trials and improvement
studies were carried out for wheat market segments
in various regions.
Toros Tarım offers a large variety
of vegetable seeds.
Techno-Agriculture
Techno-agriculture business segment doing
biotechnological production and research under
Toros Tarım went through organizational changes,
and revisions were made to the procedures and
product groups throughout the year. Within this
framework, analysis laboratories at Adana’s
Agripark facilities became operational and the
laboratories began routine disease, virus and
nutrient testing in the production process, revised
all production protocols and introduced a production
coding system to enable retrospective traceability.
The most important commercial activity in technoagriculture in 2010, as in previous years, was the
production of high-yield, disease-free potato seeds
through tissue culture technique. Potatoes
produced through tissue culture technique were
planted in nurseries this year and mini-tuber
production was realized. 1,800 tons of certified
potato seeds were sold through dealers within the
2010 sales program. Moreover, the company
conducted various root setting trials to raise quality
standards. It also introduced systematic analysis
using the Elisa method to counter potato viruses
and a code system for retrospective traceability in
planting. Our company sponsored the 20-24
September 2010 International Potato Symposium
in Nevşehir and shared its research with
international participants.
The company launched a number of projects to
develop new product groups, apart from potato,
using the tissue culture technique. In 2011, it will
sell its production of banana seedlings and start
the production of various product groups that will
be marketed in the near future.
Seedling Production
The use of ready-to-plant seedlings is becoming
increasingly widespread due to the advantages it
brings to the farmer in both nurseries and open
fields. Existing data show that seedling use has
reached 100% in covered areas and over 50% in
open field production in Turkey. It is estimated
that more than 2.5 billion individual seedlings were
produced in 2010. The grafted seedling market has
reached 70 million seedlings and continues to
grow.
A rise in the number of seedling producers has
accompanied this increase in demand. As of 2010,
62
there were over 80 nurseries operating in this
field. Unfavorable economic conditions over the
past two years have intensified competition in the
sector.
The most serious risks this sector faces are disease
and pests, which have greatly increased in recent
years and directly affected Hishtil-Toros Nursery's
(HTF) 2010 plans and programs. Its disease-oriented
projects, which it has conducted for the past three
years, made advances in 2010 and obtained tangible
results through its investments. The company
made the most important development in this
direction at its high-tech 50-hectare nursery in
Antalya with its efforts to implement the Good
Seeds and Plants Protocol (GSPP), which is still
very new globally and expected to become
operational in 2011. This protocol has quickly
propagated and gained the respect of leading seed
and seedling nursery operators throughout the
world. HTF's pioneering implementation is
indicative of the concern the company has; to
provide high-quality and healthy seedlings to the
producers.
Techno-Agriculture Laboratories
Adana
Marine Terminal Operations
Port Management In Turkey
The negative effects of the global crisis on maritime
trade in general persisted throughout 2010 despite
signs of recovery in the world economy. In fact,
the Baltic Exchange Dry Index (BDI), one of the
most important barometers of world maritime
commerce, dropped precipitously from 12,000 in
2008 to 2,500 as a consequence of the crisis. Even
though goods transported worldwide grew in
volume terms last year, the index throughout 2010
remained at approximately 70% of its pre-crisis
level because of excess shipping capacity resulting
from new vessels entering trade.
Significant changes have occurred over the past
few years in regional cargo distribution in response
to industrial and commercial developments in the
regions serviced by terminals. Among the regions
of Turkey, the Mediterranean and Marmara regions
have the greatest port activity, making up 40%
and 36%, respectively, of the national market in
2010. This was followed by the Aegean and the
Black Sea regions, with 17.5% and 6.5%. An increase
of at least 7% in cargo transactions is expected in
2011 given favorable growth in the real sector in
2010.
In contrast, the Turkish economy grew well above
the global average, which contributed to a
significant rise in port management activities in
the country. Therefore, overall cargo handling
volume rose at Turkish terminals, reaching precrisis levels. Given improvements in foreign
commerce, market analysis suggests that total
cargo transactions, which declined from 314.6
million to 309 million tons in 2009, will reach
roughly 317 million tons in 2010 (Source: Undersecretariat of Maritime Affairs). Crude oil, fuel oil
and petroleum products and liquid chemical transit
tonnage, which rose farther than dry bulk and
general cargo tonnage, played an important role
in this increase. Turkey’s relatively new role as a
significant exporter of iron and steel is another
factor contributing to high cargo handling levels is
Turkey.
“Turkey’s foreign trade target for 2023 is US$ 1 trillion.
In 2010, ports handled approximately 340 billion tons
of cargo and total foreign trade volume stood at US$
300 million. According to the target for 2023, Turkey’s
port capacity needs to increase three-fold, necessitating large scale investments in new ports as well as in
existing ones to increase capacity. In line with these
developments, and to meet the future requirements
of the sector, the need to gradually add capacity to
Toros’s ports in Ceyhan and Samsun will become
apparent.”
Aydın Erdemir
Toros Tarım / Vice President, Terminal Marketing
64
Toros Terminal Ceyhan Jetty
Adana
Toros Terminal Operations
Toros Ceyhan Terminal has earned its status as
one of the most important deep water ports in the
Eastern Mediterranean thanks to its loadingunloading facilities, customer service standards
and storage capacity. The Ceyhan Terminal has
two independent jetties and eight berths. Work that
began in 2009 on increasing the port’s capacity
with the goal of making it the largest dry bulk and
liquid port in the region got a significant boost in
March 2010 when two 600 ton/hour-capacity cranes
became operational. With the newly equipped No.
5 berth, which has a daily handling capacity of
nearly 22,000 tons, returning to operations, the
terminal’s dry bulk and general cargo capacity
alone reached 45,000 tons/day.
Toros Ceyhan Terminal can discharge, load and
store a wide variety of products, including general
and project cargo, fuel oil and petroleum products,
liquid chemicals, bulk grain and feedstuff, coal,
petrocoke, pumice stone and various other
industrial metals, minerals and ore for third parties,
apart from the company’s own cargo. In 2010, coal,
grains, ore and fuel were major products handled
for customers. Under coal activity, commercial
activities were begun as part of a transit regime
for the first time with Syria. The tonnage of coal
handled increased by 16%, due in large part to
industrial coal destined for cement factories in the
region. There was an 8% growth in overall tonnage
handled at Toros Ceyhan Terminal in 2010.
Rising oil prices in 2010 pushed up demand for
transit storage of oil products in the Eastern
Mediterranean Region and the Ceyhan Terminal
leased 100% of its tank capacity. In contrast to
other ports in the region, which mostly handle
general cargo and dry bulk, Toros Ceyhan Terminal
is capable of doing fuel oil and petroleum terminal
operations. This diversity of product handling
capacity is a significant advantage for the terminal,
not least because it is situated in Ceyhan’s
designated energy zone wherefrom oil is sent to
many destinations in the world. New investments
in lengthening existing jetty and building fuel oil
tanks, which will accrue even greater advantage
for the terminal, are on the agenda.
Toros Ceyhan Terminal held a 16% share of the
market comprising 20 port and coastal facilities
(excluding the BTC, Botaş-Ceyhan and Botaş-Dörtyol
Crude Oil Terminals) handling dry bulk, liquid and
66
general cargo in the Gulf of İskenderun in 2009.
This figure was 15% in 2010, despite the MMK
Atakaş Terminal having begun operations. Toros
Ceyhan Terminal remained as the second largest
terminal in the region after the İşdemir terminal in
2010 (Source: İskenderun Branch of the Chamber
of Shipping).
Toros Samsun Terminal, Toros’ second terminal
facility, has the same structural capacity as Ceyhan
to discharge both dry bulk cargo and liquid chemical
products. Samsun Terminal became operational in
the second half of 2005 and it has a total dry bulk
cargo handling capacity of 14,000 tons/day via two
berths. Since the Black Sea region constitutes a
relatively small share of Turkey’s terminal operations,
the terminal currently runs at low capacity. However,
the Samsun Terminal has significant potential for
the future given the growing volume of business
being conducted between Turkey and other Black
Sea countries and the extensive storage capacity
of the terminal. The terminal continued to provide
handling services to third parties mainly for coal.
Even though space allocation to new coal companies
continued in 2010, due to administrative problems
concerning zoning, the volume of coal handled was
limited to approximately 329,000 tons.
In 2010, Toros Ceyhan and Samsun Terminals handled
a combined 4,489,113 tons of cargo, excluding their
own, a 7% increase over 2009.
Work on coastal zone facilities expenditures and
investments were completed with the acquisition
of operating licenses for the Ceyhan and Samsun
terminals under the Maritime Under-secretariat’s
Coastal Zone Facilities Management Regulations.
Investments to expand the capacity of both
terminals are being evaluated, given the high
potential each enjoys, and in terms of needs and
opportunities.
Toros Ceyhan Terminal, Handling Operation
Adana
Free Zone Management
Pilotage, Tugboat And Shipping
Toros Adana Yumurtalık Free Zone (TAYSEB), on
İskenderun Gulf, is one of Turkey’s largest free zones
and the first industrial one in the country. It has 4.5
million sqm of land with completed infrastructure.
TAYSEB lies at an important transit hub and has a
range of transportation facilities at its disposal,
which enables it to provide convenient access to the
markets of Europe, the Middle East and Africa. It
offers significant logistic and strategic advantages
to tenants planning to benefit from free zone
incentives.
Toros Ship Agency Services Co. Inc., a subsidiary
of Toros Tarım, provides shipping agency services
at Toros Terminals and Mersin Port. It also offers
pilotage and tugboat services to ships coming to
the Ceyhan and Samsun terminals.
TAYSEB is close to the Botaş Ceyhan Terminal and
the BTC Crude Oil Pipeline, and is right next to the
Energy Industry Zone, where major energy
investments are anticipated. This makes The Free
Zone ideal for chemical and petrochemical facilities.
In addition, the dearth of ship maintenance and
repair facilities in the Eastern Mediterranean, which
has heavy maritime traffic congestion, and the
important cost advantage created by the iron-steel
plants in Iskenderun make TAYSEB attractive for
shipyard investments.
TAYSEB is fully equipped with the infrastructure
any industrial facility would need. It offers extensive
railroad links and maritime transportation through
Toros Terminal. In 2010, pipelines were constructed
from the Toros Terminal to users’ warehouses to
meet customers’ need.
As of the end of 2010, 14 companies were operating
in the Free Zone, which has 436,292 sqm of open
area used by tenants. Despite the postponement
of investments due to the economic crisis, the
transaction volume of the Free Zone in 2010 grew
by 27% and reached $220 million. Cancelled or
postponed projects, especially shipyard investment,
are expected to resume once market conditions
return to normal. A shipbuilding and repair yard
currently under construction in the Free Zone is
expected to be completed in 2011.
68
Toros Ship Agency Services Co. Inc. is the exclusive
agent for all ships carrying raw materials and
manufactured fertilizer for Toros Tarım’s own
production and business. Ships carrying cargo for
third parties can also obtain a full range of agency
services from the company. In 2010, the company,
which operates in İskenderun, Mersin and Samsun
through local subsidiaries, provided agency services
to 89 ships in Ceyhan, 89 in Samsun and 20 in
Mersin.
Requests for pilotage and tugboat services are
made for local harbors and facilities as well as
Toros’ Ceyhan and Samsun Terminals. In 2010, 580
ships in Ceyhan and 1,111 ships in Samsun used this
service, which is being provided by eight captains,
five well-equipped tugboats and two pilot boats.
Ceyhan Terminal Tugboat Services
Adana
Fertility comes with Toros.
Gas Stations
Plastic Bag Production
Toros Tarım’s gas station operations in the AdanaCeyhan region, which complement its other activities
there, are carried out through BP dealerships for
fuel oil and through BP, Mobil and Shell for lube oil.
In 2010, 9.6 million liters of fuel oil were sold through
its gas stations. In addition, approximately 500,000
liters of diesel fuel and 5,850 tons of fuel oil were
delivered to Toros Tarım’s production facilities. Fuel
oil sales dropped by 9% in 2010 due to decline in
retail sales and wholesale at Ceyhan gas station.
Toros’ bag factory in Adana makes polypropylene
and polyurethane bags for chemical fertilizers Toros
Tarım produces or imports. The factory makes its
own thread and can use it to manufacture up to 32
million bags a year. It has the capacity to meet a
significant proportion of Toros Tarım’s requirements
in this area. Apart from bags sourced from the factory,
which operated at full capacity in 2010, Toros Tarım
imported 1.5 million bags.
In the last quarter of 2010, contract with BP was
renewed resulting in higher profit share for Toros
and in closing down the lowest revenue generating
station - Ceyhan Station - in March 2011. In addition,
BP will be doing the necessary renovations for the
snack stands, bathrooms and offices of the four
stations located on the TAG highway according to
corporate identity principles. The company will also
respond to the rapidly growing auto LPG market
by installing LPG pumps at the Şambayadı-North
and Seyhan-South stations.
Toros Tarım manufactures its own bags.
70
TEKFEN-OZ REAL ESTATE DEVELOPMENT CO., INC.
TEKFEN REAL ESTATE DEVELOPMENT
INVESTMENT AND TRADE CO., INC.
TEKFEN TOURISM & FACILITY MANAGEMENT CO., INC.
“Our Levent Ofis which obtained a LEED Gold certificate, is a
project at the right time in the right place both in terms of
architecture and business. The central location, high quality
and accessibility of our Kâğıthane Ofispark project will fill a
significant vacuum in supply that will emerge in first-class
office space in Istanbul’s new business districts in the coming
years. In real estate today, location as well as timing are of
critical importance.”
Mehmet Erktin
Tekfen Holding
Vice President
Real Estate Development Group
Real Estate Development Group
Profile
Tekfen Real Estate Development Group was established in 2000 to invest in, develop and manage high
end projects in the real estate sector. The Group
carries out turn-key projects of various types and
its activities encompass market research, concept
development and facility management. It differentiates itself in the sector through its superior design
and construction quality.
Tekfen Real Estate Development Group has put its
signature to numerous special projects executed to
international standards to serve its select target
client group. It has in recent years added the environment friendly building certificates -- Leadership
in Energy and Environmental Design (LEED) -- to its
list of project criteria such as quality, originality, and
functionality. Environmental responsibility is one of
the Company’s list of top operational priorities
alongside customer satisfaction and profitability.
builds and operates its projects in a sustainable way
via three distinct companies that it controls. This
structure provides an important advantage to the
group in terms of ensuring effective quality control
and focusing on each project in its entirety.
Tekfen Real Estate Development Investment and Trade
Inc., in cooperation with its investment partner from
2007, Tekfen-OZ Real Estate Development Co. Inc.,
undertakes construction management, project development, engineering and consultancy services. The
project development, consultancy, architectural work,
engineering and project management services are
carried out within the group. The company makes
investment decisions after detailed market research
and rigorous assessments. During project development,
criteria such as environmental sensitivity and efficient
energy and resource usage are strictly observed.
Tekfen Real Estate Development Group’s main fields
of activity are residential, office, shopping mall and
mixed-use projects geared towards upper and upper
middle income groups.
Tekfen Real Estate Development Group’s main
fields of activity are residential, office, shopping
mall and mixed-use projects geared towards upper
and upper middle income groups. Each of its
projects—such as Akmerkez, Taksim Residences,
Tekfen Tower, Tekfen Yalıkavak Evleri, Müşkülüm
Çiftliği (Farm) and Levent Ofis—demonstrates the
group’s approach “to develop projects that are at
the forefront with their concepts, quality and design
and in carefully selected locations.” The projects
underway in Istanbul’s Kâğıthane and Bomonti
districts, and in Izmir and Konya are notable for
their successful integration with urban contexts,
distinctive concepts and sustainable design and
management.
Tekfen Real Estate Development Group develops,
74
Tekfen Tourism and Management Inc., operating
as ‘Tekfen Services’, provides facility management
services, which are crucial for maintaining customer
satisfaction. The company provides services like
management of parking lots, conference halls,
restaurants and fitness centers, as well as maintenance and security services for Tekfen Tower,
Taksim Residences, Tekfen Yalıkavak Evleri, Levent
Ofis and Müskülüm Ciftligi. The company also operates the recently refurbished S-Café in Akmerkez
shopping mall.
Tekfen Real Estate Development Group has residences, second homes, A class offices and shopping
malls in its project portfolio and it continues to
invest in various, developing parts of the country
in addition to Istanbul.
2010: A General Overview
The manufacturing, construction and retail sectors
have made the most of the positive developments
in the Turkish economy in 2010. Among these
sectors, the construction sector displayed the highest rate of growth, growing by 17.1% in 2010. This
more than compensated for the severe contraction
experienced during 2009, when the sector shrunk
by 16.1% in 2009. The outlook for the Turkish real
estate sector in 2011 is positive, especially for new
project start-ups, reflecting an increase in the
number of building licenses issued, higher demand
for mortgages, market expansion and strong economic growth.
Despite this positive picture, the level of foreign
direct investment in the Turkish real estate market
has declined sharply since 2007 and 2008. The
main causes of this trend are caution about the
strength of the global economic recovery, a desire
to avoid the risk associated with the global economic
crisis as well as opportunities in European and US
real estate markets created by the continuing price
decreases in these countries. We anticipate that
due to above mentioned reasons, it will take some
time for international investors seeking opportunities in rising markets to return to Turkey.
Starting 2008, although some foreign companies
closed their offices in Istanbul to cut costs and trim
their growth plans, companies that continued their
operations during the crisis maintained their profitability and were positioned to increase their investments with the rising trend of the market.
Turkey offers important investment opportunities
thanks to its high growth rate, dynamic young
population and lack of class-A real estate in all subsegments of the real estate market. The Urban
Land Institute and PricewaterhouseCoopers’
‘Emerging Trends in Europe’ reports for 2009 and
2010 support this conjecture. These reports acknowledge the deep impact the economic recession
made on the European real estate sector but they
go on to place Istanbul among the top three cities
for investment opportunities.
Real estate investment activity has increased after
the volatile, speculative market in 2007-2008,
prices stabilized in 2010 as company investments
and demand declined. Stabilization has prompted
local businessmen and investors to return to real
estate and most of the deferred residential construction projects have now been completed. The
second half of the year, in particular, witnessed
76
increased activity in the real estate market and
numerous projects were completed in rapid succession. Falling interest rates also had a positive effect
on the credit market, in marked contrast to the
situation in 2009, and this enabled the project
finance and mortgage markets to grow. Mortgage
lending grew significantly on the back of interest
rates as low as 0.72% and other positive developments in the markets. According to a report issued
by the Banks Association of Turkey, the amount of
housing loans offered in 2010 increased by 164%
in the first quarter, 90% in the second and 14% in
the third quarter when compared to the previous
year.
In summary, 2010 saw the revival of the Turkish
real estate markets. The Turkish real estate market
outlook for 2011 is one of increased demand, growth
in investments and supply, and a steady increase
on the stable prices achieved in 2010.
Levent Office Building
Istanbul
Müşkülüm Çiftliği
Bodrum
Our Activities in 2010
Tekfen Real Estate Development Group maintains
its belief that well-planned real estate developments
in the right location will always find buyers and
increase in value.
our interest in Istanbul and Anatolian cities for
strong residential projects in well-chosen locations.
The group has evaluated numerous potential
projects.
The reawakening of the real estate markets yielded
positive results for the group’s projects. Among
those projects planned before the crisis, construction of the Kağıthane Office Park, Levent Ofis and
Bodrum Müşkülüm Çiftliği (Farm) projects continued
while the license was obtained and earthmoving
work started during the final quarter of 2010 on
the Bomonti Apartments project.
In short, 2010 was an active year for sales, and our
group completed all of its planned sales activities
and ended the year successfully regarding projects
completed and under construction.
Tekfen Real Estate Development Group’s strong
financial infrastructure allowed it to continue and
finalize its investments planned for 2010 in a context
where investments generally ground to a halt in
the face of a liquidity shortage. Of particular advantage to the group were its long-term investment
strategy and its projects’ strong concept and wellchosen locations.
Tekfen Real Estate Development Group focused its
2010 development activities principally on the areas
of urban regeneration and secondary residential
districts near city centers. We continued to express
Müşkülüm Çiftliği, Bodrum
78
Office Projects
Levent Ofis
Levent Ofis is situated in Istanbul’s most prestigious
business district. The group completed the project,
which started in February 2009, in September 2010.
The project, with 16.000 sqm total construction
area and gross leaseable area of 8,000 sqm, was
certified gold in the Core & Shell category of the
LEED certification system developed by the US
Green Building Council (USGBC).
Levent Ofis was also among the top three finalists
in the green buildings category of the MIPIM Awards,
competing against 100 projects from 27 countries.
Levent Ofis was planned as a green building in
every respect from its design to its construction.
Work for certification of the project is expected to
be finalized by the first quarter of 2011. Tekfen Real
Estate Development Group sold its shares in
December 2010 albeit undertakes the facility
management of the building - 90% of which has
already been leased- as Tekfen Services.
Kâğıthane OfisPark
Kâğıthane is a centrally located area of Istanbul
that is undergoing a process of urban renewal. The
district benefits from developing transportation
infrastructure. Kâğıthane OfisPark, designed by
Emre Arolat, perfectly fits its context and is among
the locomotive projects for Kâğıthane district’s
urban regeneration. The office complex of low-rise
buildings placed around a common area offers, in
addition to office space, shops, cafés and social
areas designed to meet the daily needs of its
residents. Kâğıthane OfisPark is at the forefront
of design and environmental friendliness largely
contributing to the award it won in the office
structures category at the MIPIM Architectural
Review Future Projects Awards 2009. Construction
of Kâğıthane OfisPark is scheduled for completion
in March 2012.
Mixed-use Projects
Izmir Mixed-use Project
Tekfen Real Estate Development Group, in partnership
with Rönesans Shopping Centers, speeded up its work
in 2010 on the Izmir Mixed-use Project, which consists
of residences, offices and a shopping centre. Located
at the intersection of the Karşıyaka, Konak and Bornova
districts, Izmir’s most important residential areas, the
project is the city’s largest real estate development
project.
In 2009, however, the Izmir Municipality decided to halt
development plans, which put the project into temporary
suspension. In 2010, legal obstacles were cleared and
the project is now proceeding on its new schedule. The
project’s concept work is nearly finalized and the complex
is planned for completion between 2011 and 2014.
Kâğıthane OfisPark, Istanbul
80
Kâğıthane OfisPark
Istanbul
Residential Projects
Müşkülüm Çiftliği (Gümüşlük-Bodrum)
Konya Housing Project
Müşkülüm Çiftliği (Farm) has 18 residences on a 27
acre plot. It is the group’s second boutique project
on the Bodrum peninsula after Yalıkavak Evleri.
The construction of the project was completed in
April 2010 and the units were handed over to their
owners. Müşkülüm Çiftliği is an all-season residential
development managed by Tekfen Services.
The Konya Housing Project is located in the MeramKozağaç district of Konya, one of the most rapidly
developing cities in Central Anatolia. The project
calls for a residential area of 1,000 distinctive and
environmentally friendly residences enriched with
various social and recreational facilities. The project,
to be built in multiple phases on a 244,000 sqm
plot, will be the most distinctive residential venture
ever built in Konya. In 2010, we focused on market
research and concept design and aim to finalize
the concept design, infrastructure and project work
in 2011, obtain the building license and start preconstruction work towards the end of the year. The
project is scheduled for completion between 2012
and 2016.
Bomonti Apartments
Istanbul’s Bomonti district is undergoing urban
rejuvenation like that in Kâğıthane. The Bomonti
Apartments project consists of 83 residential, homeoffice and commercial units that are in harmony
with the unique texture of the area but retain
contemporary architectural features. Bomonti
Apartments differentiates itself from other projects
in the area, -one of Istanbul’s most popular real
estate development zones-, by its architectural
concept. The low-rise buildings and atrium
successfully integrates this project with the street
life in the area. The construction of the project
started in August 2010, simultaneously with sales
activities resulting in sales as much as 40% of the
project as of year-end. The project is scheduled for
completion by September 2012.
Bomonti Apartments, Istanbul
82
Bomonti Apartments
Istanbul
EUROBANK TEKFEN CO., INC.
EFG LEASING CO., INC.
EFG ISTANBUL SECURITIES CO., INC.
TEKFEN INDUSTRY & TRADE CO., INC.
PAPFEN JOINT STOCK COMPANY (UZBEKISTAN)
TEKFEN INSURANCE BROKERAGE SERVICES CO., INC.
ANTALYA STUDIOS CO., INC.
TEKFEN CULTURE AND ARTS PRODUCTION AND
PUBLISHING INDUSTRIAL AND TRADE CO., INC.
Other Activities
Eurobank Tekfen
Profile
Eurobank Tekfen is a growing bank. It provides
products and services with high added-value in the
areas of corporate and commercial banking, retail
banking, including small businesses and individuals,
factoring and, through its subsidiaries, leasing and
investment banking. Established as Tekfen Yatırım
ve Finansman Bankası A.Ş. in 1989, the bank commenced operations as Eurobank Tekfen on 11 Jan-
cordingly, it is strengthening its standing among
SMEs and personal clients and winning the reputation of being a reliable bank that offers the best
solutions in terms of asset management.
Eurobank Tekfen’s growth plans require a stronger
focus on retail banking activities with the aim of
turning the bank into one of Turkey’s top financial
institutions in terms of the number of branches
Eurobank Tekfen’s vision is to “to offer the service
quality, dynamism and financial strength that will
make Eurobank Tekfen Turkey’s mid-sized bank of
choice by 2015”. Its mission is to be a trusted
solutions partner that adds value by serving and
anticipating the constantly changing needs of their
customers, promoting the development of their
employees and meeting the expectations of their
shareholders.
uary 2008 following Tekfen Group’s sale of 70%
of its shares to Eurobank EFG in 2007.
Eurobank Tekfen’s vision is to “to offer the service
quality, dynamism and financial strength that will
make Eurobank Tekfen Turkey’s mid-sized bank of
choice by 2015”, “Its mission is to be a trusted
solutions partner that adds value by serving and
anticipating the constantly changing needs of their
customers, promoting the development of their
employees and meeting the expectations of their
shareholders.
Eurobank Tekfen’s institutional priorities are
‘transformation’, ‘motivation’ and ‘open
communication’. Its main strategy is to grow by
supporting SMEs and by focusing on asset management based personal banking services. Eurobank
Tekfen seeks to support its customers and their
productivity regardless of market conditions. Ac-
86
and transaction volume. As a member of the Eurobank EFG Group, Eurobank Tekfen not only has
a strong capital base but the human resources and
experience essential to reach this goal. Eurobank
EFG Group, the majority shareholder of the bank,
is a leading player in the European banking sector
and it retains total assets of 87.2 billion, 1,600
branches, 22,500 employees and a wide network
of sales points and alternative distribution channels.
2010: An Overview
Our Activities in 2010
Turkish banking sector performed satisfactorily in
2010, ending the year profitably. The branch network and staffing growth that started in 2009
continued in 2010 and the total assets of the sector
increased by 20.8% over the previous year to
exceed TRY 1 trillion. Deposits, the sector’s main
funding source, increased by 19.9% in the year to
reach TRY 617 billion, while Turkish banks significantly increased their borrowing from abroad in
the form of syndicated and securitized loans.
The sector as a whole expanded and performed
successfully in 2010. In many ways, however, it
was a year of reconstruction with a focus on infrastructure and service development. In this context,
Eurobank Tekfen, in line with its growth targets,
continued to invest in infrastructure, its branch
network and human resources. By the end of the
year, the bank had completed the infrastructure
work required for it to provide faster service and
greater product diversity in 2011.
The capital adequacy ratio of the Turkish banking
sector as at December 2010 was 18.9%. Of this
amount, 90% was covered by equity share capital,
an indicator of the quality of the assets that support
the sector. High asset quality enabled the Turkish
banking sector not only to weather the crisis but
to emerge from it stronger, setting an example for
the global banking sector even in developed countries.
Eurobank Tekfen worked intensively in the first
half of the year on its project to upgrade its main
banking system to improve efficiency and increase
customer satisfaction. This upgrade, which was
undertaken to support the bank’s growth targets,
went online in July 2010.
In summary, with the economic recovery underway
following the crisis, the Turkish banking sector
increased its support to the real sector in 2010.
Taking advantage of low interest rates, the sector
was able to provide higher loan volumes thus contributing to the deferred rise in demand. In short,
the health of the banking sector allowed it to act as
an aid to recovery rather than as a brake upon it.
88
The bank also revised its alternative distribution
channel system, improved processes and made
significant developments in human resources.
Eurobank Tekfen follows a growth strategy in the
fields of corporate, commercial, small business banking
and asset management. In terms of loans and winning
new customers, the bank has prioritized the tourism,
chemical, iron-steel, construction and textile sectors.
In 2010, Eurobank Tekfen entered cooperation with
chambers of commerce and industry, the Credit
Guarantee Fund (KGF) and the Small and Mediumsized Enterprise Development and Support Administration (KOSGEB) to implement its small business
strategies and thus created customer-specific service
packages. The bank also developed new leasing,
factoring and cash management services geared
towards commercial customers.
The bank’s preparations in retail banking sector
began to bear fruit in 2010. During the year, new
products like POS, Eurobank Tekfen Bonus Credit
Card, Open Line, Commodity Fund with Principle
Warranty and Type-B Gold Fund were developed
and offered to customers.
four mixed branches to bring its branch total to
54 in 2010, in line with its goal of establishing a
nationwide presence. This represents a 28%
increase in the number of branches. The bank’s
main criteria for the selection of new branch
locations were its target sectors and target regions.
Eurobank Tekfen together with its affiliates posted
a consolidated gross profit of TRY 38.4 million and
net profit of TRY 30.4 million in 2010. The number
of deposit customers exceeded 36,000 as the
bank’s total deposits increased by 5% to reach
TRY 1,872 million and the share of deposits in the
consolidated balance sheet reached 41.7%.
Eurobank Tekfen’s balance sheet continued its
successful growth in 2010 and the bank’s structure
became stronger. As of the end of the year, the
bank’s total consolidated assets had increased by
11% to TRY 4,491 million, with the share of shortterm assets in the balance sheet at 20%. Meanwhile, equity reached TRY 511 million.
The bank increased its workforce from 828 at
2009 year end to a total of 959 at 2010 year end,
due to its developing range of services and increase
in branches.
With paid-in capital of TRY 380 million, Eurobank
Tekfen maintains a capital base sufficient to support its growth targets and it retains a high capital
adequacy ratio of 18.66% on a consolidated basis.
The bank’s growth-oriented strategy caused cash
loans - factoring and leasing receivables included to increase by 24.4% in 2010 to TRY 1,906 million,
pushing the share of cash loans in the balance sheet
up to 42.4%. The ratio of non-performing cash and
non-cash loans to the total loan portfolio stood at
approximately 4%. In the ISE bond market, the
company moved up four places in 2010 to close the
year at sixth place in terms of transaction volume.
Eurobank Tekfen opened eight retail banking and
“2010 was a year that once again proved the importance of a sound banking system with high capital
strength, liquidity and international credibility to the
development of the national economy. Eurobank Tekfen continued with sure steps on its new strategy
parallel to completing preparatory work on its infrastructure and retail banking systems in 2010.”
Mehmet N. Erten
Eurobank Tekfen / Chairman
90
EFG Istanbul Securities
EFG Financial Leasing
EFG Istanbul Securities Co. Inc. (EFG Istanbul) is
one of Turkey’s leading financial brokerage companies. An affiliate of Eurobank Tekfen, it provides
financial brokerage services for stocks and futures,
corporate financial services, market and macroeconomic research, and asset management services.
In 2010, EFG Istanbul performed successfully on
the Istanbul Stock Exchange’s (ISE) stock market
and the futures and options (VOB) market. The
company’s ISE market share was 2.21% with a total
transaction volume of TRY 28,071 million and its
VOB-Index Transactions market share was 4.19%
on a volume of TRY 35,192 million.
EFG Finansal Kiralama A.Ş. (EFG Leasing), as an
affiliate of Eurobank Tekfen, followed policies that
parallel those of the bank and continued to provide
comprehensive services to its customers in alliance
with the bank’s branches. EFG Leasing’s expanding
team of experts provides large corporations and
SMEs with fast, flexible and customer-oriented
solutions that are productive, create employment
and enable exports. In 2010, EFG Leasing provided
leading companies with funds for investments in
sectors such as iron-steel, health and energy. The
company emphasized efficiency in all its operations
and is ranked among the top companies in its
sector. Its net investment amount is equivalent to
2.1 million per employee. In 2010, EFG Leasing made
investments of 31 million, increased its market
share of the sector to 1.3%, and reached a total
asset level of TRY 214.4 million.
EFG Istanbul’s Corporate Finance team offers consultancy services for company takeovers and mergers, strategic sale/partnership transactions, privatizations, private equity sales, public offerings and
restructurings. The team, after having completed
the İzgaz privatization in 2009, began providing
consultancy to services to Istanbul Metropolitan
Municipality for the privatization İgdaş and to the
Privatization Administration for the privatization
of the Salıpazarı Cruise Port in 2010. The team also
completed the sales process for Soli Shipyard and
the call transaction at ISE for Atakule GYO.
EFG Istanbul’s high-quality team is comprised of
prominent economists and market analysts. They
regularly analyze a broad range of companies and
sectors and support the company’s corporate finance and corporate sales services. This team of
experts supports the company’s ability to provide
its clients with investment gains that maximize
their self-determined risk preferences and to provide them with simple, transparent products and
services with clearly defined goals.
The Company’s Asset Management Unit continued
to provide corporations and individuals with specialized portfolio management services in 2010.
Established in 2009, the Asset Management Unit
aims to achieve the highest gains for its clients by
taking positions with the most appropriate investments instruments according to clients’ risk preferences.
EFG Istanbul Securities manage the assets of the
company’s investment funds and those of Eurobank
Tekfen A.Ş. In addition, it provides portfolio management services for corporate and individual
customers.
EFG Istanbul Securities
91
Tekfen Industry
Tekfen Industry and Trade Co. Inc. was founded in
1963 and its Tekfen-branded light bulbs make it
widely recognized in the lighting sector. Today, it
has two major areas of activity: lighting and pesticides.
The company’s operations in the lighting sector
consist of contract manufacturing of Tekfen-branded
lighting products in China and sales and distribution
of Wiselite -- products in the Turkish market. Wiselite
is one of the largest lighting sector companies in
China.
Tekfen Industry maintains its strong position in the
market by offering high quality state-of-the-art
products. The company works in cooperation with
Wiselite Company which has become a globally
recognized brand thanks to its extensive R&D capabilities and innovative products. Tekfen Industry’s
strong competitive advantage comes from its broad
product range, which comprises incandescent, fluorescent, metal halide, sodium vapor, mercury vapor,
new generation energy-saving bulbs, and LED.
Tekfen Industry aims to preserve its credibility and
game-changing position in the lighting sector. To
this end, it introduces new generation energy-saving
products in response to rising environmental awareness in Turkey and keeps abreast of technological
advances so it can offer products to international
standards.
Tekfen Industry carried its vision forward with the
establishment of a lighting laboratory early in 2010.
The laboratory’s technical results, which include
data from a state-of-the-art spectrophotocolormeter
that digitally measures all lighting products, are
shared online with the Wiselite Company. Moreover,
Tekfen Industry’s ISO 9001-2000 Quality Management System certificate was renewed as of June
2010 as ISO 9001-2008.
Mehmet Killi
Tekfen Industry displays its environmental sensibility
not only through energy saving products, but also
through other activities. The company meets its
responsibilities for packaging wastes through an
agreement with the Environmental Protection and
Packing Waste Recovery and Utilization Trust (ÇEVKO).
In 2010, Tekfen Industry focused its efforts on supplying lighting schemes on a project basis. Tekfen
Industry’s lighting products were used in the exhibition entitled ‘Garden and Flower in Istanbul’, a cultural
event in Nezahat Gökyiğit Botanical Garden within
the scope of Istanbul 2010 European Capital of
Cultureactivities. They were also used in Tekfen
Real-Estate Development’s Levent Office building,
and for exterior illumination of the ATO Convention
Center.
Tekfen Industry’s chemical operations are in the
pesticides it markets under the Fentox brand. The
company has a broad product range consisting of
Super Fentox, Fentox Stop, Water-Based New Fentox,
Fentox Liquid, Fentox Mat, Fenkov Aerosol and
Fenkov Lotion.
“2010 was a profitable year during which our company rapidly
increased its sales of energy saving light bulbs which are
quickly overtaking classic incandescent bulbs in home lighting
in Turkey, started cooperation with new production facilities
overseas, and most importantly made preparations for a new
attack in 2011 with Tekfen branded LED lighting products that
will form the foundation of lighting in the future.”
Tekfen Industry / General Manager
92
As one of its primary objectives, Tekfen Industry
promotes its energy-saving lighting products parallel
to increasing environmental awareness. Durable
LED provides the highest level of energy saving and
thus has a primary role in the company’s plans. In
addition to the company’s own tests, TÜV, the German-based testing and certification agency, continues to laboratory test Tekfen products’ compliance
with the EuP 245 directive on efficiency of light
bulbs for use in houses, offices, industrial facilities
and streets. This directive is within the scope of Ecodesign studies published by EU in 2010.
The future is in LED, LED is in Tekfen.
Tekfen Insurance Brokerage
Tekfen Insurance Brokerage started operations in
1982 with La Suisse Public Insurance Brokerage
primarily to address Tekfen’s insurance needs. Over
time, it diversified its corporate and individual
services to provide services to third parties. Tekfen
Insurance Brokerage now offers solutions appropriate for today’s changing needs to a loyal client
group it has created over the years. As a broker
for 21 leading international and domestic insurance
companies, the company offers services in all insurance branches and provides its customers with
the best solutions in terms of price and coverage.
Tekfen Insurance Brokerage is a leader in its sector
for generating one of the highest premium production levels of any brokerage in Turkey.
One of Tekfen Insurance Brokerage’s main competitive advantages is online insurance solutions via
a web portal which speeds proposal, policy and
reporting transactions, policy output and monitoring
to just a few minutes. S Platform, an insurance
platform privately developed for Tekfen, is integrated with insurance companies, the Traffic Insurance
Information Center and banks’ Virtual Point of Sale
(V-Pos), and it allows its customers to simultaneously compare many products. The system can also
send proposals and policies via e-mail. This system
not only offers huge advantage to customers in
terms of speed but it also minimizes transaction
costs.
In the past few years, Tekfen Insurance Brokerage
has expanded its premium production swiftly thanks
to S Platform’s ease of use and time/cost saving
features, and it has exceeded its performance goals
despite real shrinkage in the sector as a whole. It
achieved a growth rate of 6% in net insurance
premium production and 8% in net commission
income.
Papfen
Papfen cotton yarn factory is now 100% Tekfen
owned after a share transfer in 2010. Established
in 1997 in partnership with the Uzbekistan Ministry
of Light Industry, the company is exemplary in
Uzbekistan for its facilities, technology, and operating standards. It has the TS-EN-ISO 9001:2008
Quality Management System certificate.
The factory has an annual production capacity of
about 4,000 tons of various sizes of cotton yarn.
The economic crisis restricted production to 79%
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of capacity in 2010, when the factory produced
3,171 tons of thread of which 56% was exported to
Turkey, Russia and Byelorussia, and the rest was
supplied to the local Uzbekistan market. The
company’s sales revenue was $11.8 million in 2010.
Antalya Studios
Antalya Studios is among the largest movie studios
in Europe. With diverse equipment and a 186,000sqm floor area, Antalya Studios was established in
1997 to serve local and foreign film producers,
various movie and television shootings. Tekfen
Holding plans to sell Antalya Studios or to let it on
a long-term lease to a foreign investor as part of
the company’s strategy of focusing on its core
businesses.
Papfen markets yarn made from Uzbek cotton
to nearby countries.
TEKFEN FOUNDATION FOR EDUCATION, HEALTH, CULTURE,
ART & PROTECTION OF NATURAL RESOURCES
Social Responsibility
Social Responsibility
Our Activities in 2010
Tekfen is a socially responsible company sensitive
to the issues of social development, environmental
protection and appropriate use of natural resources.
Tekfen Foundation
In line with its principle of sustainability, the Group
actively supports efforts to improve the social and
natural environment in which it operates and works
in cooperation with various non-governmental
organizations on projects that benefit the public.
The Group achieves this through the efforts of its
group companies and through Tekfen Foundation
for Education, Health, Culture, Art and the Protection of Natural Resources.
Established in 1999 by Tekfen Holding’s partners,
founding members, and group companies, Tekfen
Foundation is involved in social and cultural activities and gained official status as an ‘Institution for
Public Good’ in 2004.
Tekfen Foundation Scholarship
Tekfen Foundation provides unconditional financial
support to successful high school and undergraduate students. In 2010, the annual number of beneficiaries of the scholarship program increased from
180 students to 250.
A Mentorship Project for our students was initiated
in early 2010 with the voluntary participation of
Tekfen Group employees. The project aims to provide guidance t0 undergraduate scholarship beneficiaries regarding the challenges they may face
during their education. As each year, students
receiving Tekfen scholarships were brought together again in 2010 for a “Scholar’s Meeting” during
which, they took the opportunity to talk to our
Human Resources specialists and to get information
on various issues.
Established in 1999 by Tekfen Holding’s partners,
founding members, and group companies, Tekfen
Foundation is involved in social and cultural activities and gained official status as an ‘Institution for
Public Good’ in 2004.
Tekfen Philharmonic hosts world renowned musicians.
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Tekfen Philharmonic Orchestra
Documentary on the Flowers of Anatolia
Tekfen Philharmonic Orchestra is an important and
lively cultural initiative that furthers its mission as
a ‘peace ambassador’ with unique projects involving
musicians from 23 countries around the Black Sea,
Caspian, and Eastern Mediterranean regions. As
part of its performance schedule, Tekfen Philharmonic Orchestra convenes several times a year
and frequently enriches its classical repertoire with
music and authentic instruments from the region.
Tekfen Philharmonic has given concerts at both
the national and international levels and has performed in international events held in Turkey.
The documentary film series ‘The Peerless Flowers
of Anatolia’ was completed in 2010. This work, by
photographer and documentary producer Fatih
Orbay, includes dynamic footage of flowers in their
natural habitat and it is a significant contribution
to the promotion, documentation and protection
of Turkey’s natural wealth. The six-part series is
based on the book, ‘Flowers of Anatolia’, which was
published in 2007 with the support of the Tekfen
Foundation. The documentary is one of the first
produced in HD quality in Turkey.
Tekfen Holding
Tekfen Philharmonic gave its first concert of 2010
at the opening ceremony of the 1st annual Istanbul
Islands Culture and Art Festival. The performance,
entitled ‘A Musical Summer Night on Büyükada’,
was held in the garden of Madame Fabiato’s Villa
on 30 July 2010. The program was repeated the
following day at the Nezahat Gökyiğit Botanical
Garden’s ‘Istanbul Island’, which inaugurated the
same day. Both concerts were part of the İstanbul
2010 European Capital of Culture program.
Support for Pakistan Flood Victims
Tekfen Holding donated TRY 250,000 to relief
work for the millions of victims of the August 2010
flood in northwestern Pakistan.
Tekfen Philharmonic performed under a guest
conductor, Yoel Levi, at the Lütfi Kırdar International Convention and Exhibition Center on 5 November 2010. The soloist of the concert was a
young Russian pianist, Denis Kozhukhin, one of the
most acclaimed pianists of his generation and the
winner of the Queen Elisabeth Music Competition
in Belgium.
“Education is the most important issue for the future of Turkey.
The fact that our Tekfen Foundation Scholarship Program
received over 20,000 applications this year is a clear indication
of how critical the need is for educational support. Providing
internship opportunities in addition to financial assistance to
scholarship recipients ensures that they will start their careers
better equipped and with more experience.”
Dori Kiss Kalafat
Tekfen Holding / Corporate Communications Coordinator
100
‘The Peerless Flowers of Anatolia’ documentary
also showcases rare samples of our rich fauna.
Tekfen Construction
Fire Training Center
Support for Education
The concentration of oil, chemical and energy
investments in the İskenderun Gulf and Ceyhan/Yumurtalık region, Turkey’s new energy hub,
naturally raises concern about occupational health,
environmental protection, security, and emergency
preparedness. A project is in hand to establish a
Practical Fire Training Center at the Ceyhan Vocational School of Çukurova University. The goal of
the project is to improve the capabilities and equipment available to the educational institutions in
the area. As part of this project, 110,000 sqm of
Vocational School land has been allocated for
firefighting training and preliminary work is underway to determine the most suitable training facilities
to establish there. Tekfen Engineering with support
from Tekfen Construction has developed the basic
and detailed engineering work for the Fire Training
Center.
Toros Tarım supports cultural, artistic and educational projects, besides agricultural ones. In this
regard, the company sponsors the Toros Gübre
(Fertilizer) High School, Adana, and Toros Gübre
Primary School in Kurtpınarı Village, Ceyhan. These
schools were renovated in 2010 to provide better
educational conditions, benefitting 1,450 students
at Toros Gübre High School and a further 232
students at Toros Gübre Primary School.
Toros Tarım
Toros Tarım’s social responsibility priority is to
help farmers increase their occupational expertise
and spread good practices to support Turkish agriculture. The company continued its nationwide
Farmer Training Meetings program in 2010, organizing 25 training meetings in various provinces
during the year. In addition to these seminars,
which Toros Tarım pioneered in the Turkish fertilizer
sector, the company also organized village coffee
house meetings on the subject of correct and balanced use of fertilizer.
Women make up the majority of the labor force in
Turkey’s agricultural sector. With this in mind, Toros
Tarım launched the Women Farmer Training and
Support Project in 2010 with the aim of increasing
women farmers’ knowledge of the correct and
balanced use of chemical fertilizers, which are
among the most important agricultural inputs.
Three meetings, one each in Antalya-Kumluca, Izmir
and Izmir-Kiraz, were held in 2010. Subjects included
fertilizer usage in greenhouse farming, citrus production, silage corn production and fruit production.
During the year, the company provided transportation support to the girls’ soccer team of the
Tekkeköy Atatürk Primary School.
“Dersimiz Atatürk”
Toros Tarım encouraged more young people to
watch the film ‘Dersimiz Atatürk’ (‘Our Example:
Atatürk’), which premiered 19 March 2010, by distributing free tickets to 3,138 students in Mersin,
Adana and Samsun. This movie, a sincere depiction
of Atatürk, is a commendable introduction to the
founder of modern Turkey. The film was of great
interest to the students, most of whom visited a
cinema for the first time.
Support for Art
International Potato Physiology and Agronomy Symposium, organized by the European
Association of Potato Research and held in
Cappadocia, 20-24 September 2010
International congress on Soil Management
and Usage of Potash Fertilizer in Western
Asia and Northern Africa, co-organized by
Ege University and the International Potash
Institute (IPI).
Tekfen Real Estate Development
Group
Developing Cities Summit
Tekfen Real Estate Development Group sponsored
the Summit of Developing Cities held in Konya on
1-3 November 2010. This event, co-organized by
the Association of Real Estate Investment Companies and Konya Municipality, evaluated the widening
investment opportunities in Konya, one of Anatolia’s
oldest urban settlement.
Tekfen-OZ, part of Tekfen Real Estate Development
Group, sponsored an evening recital by the French
pianist Jean-Bernard Pommier on 7 August 2010
in Eklisia Church, in Gümüşlük, Bodrum. The recital
was part of the 7th International Gümüşlük Classical
Music Festival, held from 24 July-8 September
2010. Tekfen-OZ also hosted a pre-concert cocktail
at the premises of Müşkülüm Farm, its summer
residence.
Tekfen-OZ further contributed to the arts by supporting the National Youth Symphony Orchestra
2010 Summer Program. The orchestra, consisting
of 100 young musicians from various parts of the
country, represented Turkey throughout the summer with a repertoire of cherished music performed
at concerts in Istanbul, Berlin and Rome.
Mersin Music Festival
Toros Tarım continued its sponsorship of the 9th
annual Mersin International Music Festival, held
from 29 May-3 June 2010. This year’s event was
held in various locations, such as Kanlıdivane, Tarsus
St. Paulus Monumental Museum and the Italian
Catholic Church, and featured numerous artists
and groups from Turkey and abroad.
Scientific Activities
Toros Tarım gave further support to scientific
meetings and activities relevant to its sector in
2010. These included:
5th National Plant Nutrition and Fertilizers
Congress, held 15-17 September 2010. This
event, organized in cooperation with the
Ministry of Agriculture and Rural Affairs,
was one of a program commemorating Ege
University’s 55th anniversary
Toros Tarım has been proudly sponsoring Mersin Music Festival for years.
102
103
CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT
DIVIDEND POLICY
RISK MANAGEMENT & INTERNAL CONTROL
REPORT OF THE BOARD OF DIRECTORS
STATUTORY AUDITOR’S REPORT
“Tekfen, since its establishment 54 years ago, accepted that
ethical behavior, not only quality and correct execution, was
an essential condition of its activities. The company declared
honesty, confidentiality, placing corporate benefits above
personal gains and compliance with laws and regulations as
its uncompromising principles. The company’s prime responsibility has always been to clients, customers, employees,
shareholders, suppliers and subsidiaries, competitors, the
environment and the community. All these principles were
elucidated by our founding partners half a century ago when
there was no concept of “corporate governance” yet thanks
to their vision and farsightedness. Tekfen carries these ethical
values in its genes and since going public has intensified and
institutionalized its commitment to these values.”
Çağlar Gülveren
Tekfen Holding
Coordinator
Investor Relations and Corporate Governance
Corporate Governance
Corporate Governance Principles Compliance Statement
Tekfen Holding (Company), as part of the deeplyrooted and sound corporate foundations which it
has developed during its 54-year history, embraced
a management philosophy based on the principles
of equality, transparency, accountability, and responsibility prior to its public offering in 2007 along
the lines of the Capital Markets Board’s (CMB)
Principles of Corporate Governance in order to
maximize its value by protecting the interests of
all its shareholders and stakeholders.
1. Corporate Governance Principles Compliance
Statement
In the awareness that good corporate governance
brings great benefits to companies, Tekfen Holding
established an Investor Relations and Corporate
Governance Department at the end of 2007 during
the process of the public offering even though it
was not required by the CMB to do so at this time.
The Holding has also established a Corporate Governance Committee to evaluate its performance
against the Principles and to ensure the highest
level of compliance.
Regarding the disclosures that appear in the rest
of this report, the Company is fully compliant with
the CMB’s Corporate Governance Principles with
the following exceptions:
Since the minority share holders who hold a 5%
share in any publicly held Company, in accordance
with the Turkish Commercial Code and the Capital
Markets Law, hold the right to demand for a legal
auditor to be appointed, there is no provision in
the Company’s Articles of Association for the appointment of a special auditor.
The Articles of Association contain no provision
for the representation of minority shares in management or the utilization of the method of cumulative voting.
No structure has been established to involve stakeholders in the Board of Directors.
There is no representative appointed to manage
relations with the Company employees. The
Company’s relations with its employees are actively
managed through the human resources and personnel departments of the Holding’s companies.
To allow board members to take positions in other
Group companies, it was decided at the ordinary
106
Annual General Meeting that its members would
not be subject to the prohibitions and limitations
outlined in articles 334 and 335 of the Turkish
Commercial Code. In this regard, board members
are in no way restricted from taking positions
outside of the Company for the period covered by
the General Meeting decision.
A performance-based award system has not been
adopted for the determination of remuneration of
board members. However, according to the
Company’s Articles of Association, in compliance
with regulations and the Articles of Association,
dividends not exceeding 2% of the profit after
deduction of legal reserves and distributed profits
may be distributed to the board members in accordance with the amounts and provisions set by the
Board.
All work and appraisals necessary for full compliance with the CMB’s Principles of Corporate Governance is currently underway. The Tekfen Board
of Directors believes that the present level of noncompliance does not constitute a basis for significant conflicts of interest.
Section 1 / Shareholders
2. Investor Relations Department
2.1 Investor Relations and Corporate Governance
Department
Investor Relations and Corporate Governance Department is responsible for ensuring that the practice of shareholder rights in our Company complies
with CMB Corporate Governance Principles and all
relevant legislation and to provide communication
between existing and potential shareholders and
the Board of Directors which is active concerning
the exercise of shareholder rights. This department
reports to The Corporate Governance Committee
and to Associate Professor Dr. Reha Yolalan, VicePresident in charge of Corporate Affairs.
The Investor Relations and Corporate Governance
Department can be contacted as follows:
Investor Relations and Corporate Governance
Coordinator:
Çağlar Gülveren, CFA
Tel: +90 (212) 359 34 20
Fax: +90 (212) 257 00 81
Email: [email protected] or
[email protected]
The Investor Relations Department can also be
reached via the contact form on the Company’s
official website: www.tekfen.com.tr.
Investor Relations and Corporate Governance Coordinator Çağlar Gülveren, who holds all licenses
issued by CMB, is responsible for the Company’s
compliance with all obligations arising from capital
market regulations and coordinating corporate
governance applications.
2.2 Investor Relations and Corporate Governance
Department Responsibilities
The main regulatory responsibilities of the Investor
Relations Department are as follows:
To keep shareholder records in a sound, current,
and secure manner and to respond to written shareholder requests to the fullest extent possible while
not divulging non-public confidential or trade information
To ensure that the General Assembly is convened
in accordance with the current legislation, the
articles of association, and other internal Company
regulations
To prepare, in cooperation with other Company
departments, the General Assembly documents for
shareholders
To keep records of voting and to send the relevant
reports to any shareholders who may request them
To supervise and monitor all matters related to
informing the public, including issues such as legislation and the disclosure policy of the Company.
In addition, the Investor Relations Department
carries out the following activities:
To supervise and monitor the implementation of
obligations arising from capital market regulations;
To monitor and update on a regular basis the contents of “Investor Relations” section of the website
To respond to investors’ and analysts’ information
requests regarding Holding and its Group companies, to conduct one-on-one talks when necessary
or to attend conferences and meetings organized
on this subject;
To supervise and monitor all matters related to
public disclosures, including preparing and sending
announcements of material events as required to
the Istanbul Stock Exchange (ISE);
To obtain financial and operational data required
by analysts for their research reports provided this
data has been previously disclosed to the public
and does not contain any trade secrets, to ensure
the preparation of research reports from complete,
accurate and current data and to examine and
monitor these reports prepared in this context;
To answer by telephone or electronic mail the
questions and requests for information of existing
and potential local and foreign investors to the
degree that legal regulations allow;
To organize teleconferences and meetings with the
participation of Company senior managers for
investors and analysts following announcements
of quarterly Financial Reports to the public;
To prepare detailed quarterly presentations regarding the activities and financial condition of the
Company with the support of the relevant departments;
Within the framework of regulations related to
public announcements of material events, to prepare lists of those with insider information and to
keep this list up to date;
To keep up with the information contained in the
Registry System held by the Central Registration
Agency
2.3 Activities of the Investor Relations and
Corporate Governance Department in 2010
A large percentage of the publicly traded portion
of the Company’s capital is held by foreign institutional investors. Consequently, many existing and
prospective foreign institutional investors and
brokerage companies’ analysts who render services
to such investors request visits to the Company.
The department strives to meet these requests by
facilitating the active participation of the Company’s
senior management. In this context, in 2010, in
addition to conferences that they attended, the
Department conducted face to face interviews with
58 investors, and held seven teleconferences.
In addition, the Department participated in seven
107
conferences organized in Turkey and abroad and
conducted individual talks with 124 representatives
of institutional investors during these meetings
that lasted a total of thirteen days.
Additionally, four teleconferences open to all interested investors and analysts were held regarding
the quarterly activities and financial results of our
Company and “Investor Presentations” regarding
these quarterly results are posted on the Company
website in both Turkish and English. Information
regarding attendance at these teleconferences to
evaluate quarterly financial results is posted on
the Company website at least two weeks in advance
and sent by email to everyone who wants to be on
our distribution list.
3. The Use of Shareholders’ Rights to Obtain
Information
3.1 Right to Obtain Information
All requests for information from shareholders that
reach the Investor Relations Departments are answered without prejudice in a fair and equal way
provided that this information has been previously
disclosed to the public and does not contain any
trade secrets.
In 2010, the Investor Relations Department answered 250 e-mail enquiries and more than 400
telephone calls from investors and analysts related
to quarterly financial results and developments in
the sectors in which the Company’s subsidiaries
are active.
In addition, investors can obtain accurate and
current information and data from the “Investor
Relations” section of the Company’s website
(www.tekfen.com.tr) which appears in both English
and Turkish.
3.2 Right to Request a Special Auditor
Since the minority shareholders who hold a 5%
share in any publicly held company, in accordance
with the Turkish Commercial Code and the Capital
Markets Law, have the right to request the appointment of a statutory auditor, there is no provision
in the Company’s articles of association for the
appointment of a special auditor.
No request to make such an appointment was
received during this reporting period.
4. Information about the General Assembly
4.1 Annual Ordinary General Assembly
Our financial reports are prepared on a consolidated
basis according to International Financial Reporting
Standards since our Company is a publicly traded
company subject to the Capital Markets Law.
Consequently, annual financial reports prepared on
a consolidated basis according to the Capital Market
Regulations and the associated independent auditors
report are sent within 14 weeks after the end of the
accounting period to CMB and ISE. Taking into consideration the legal period allowed for the shareholders
to examine the General Assembly invitation and
documents related to this invitation, our Company’s
Annual Ordinary General Assembly Meeting takes
place not within the three months following the
accounting period in compliance with Article 21 of the
Turkish Commercial Code and Articles of Association,
but in the shortest possible period of time within the
limits set by the Capital Market Regulations.
Accordingly, our Company’s Ordinary General Assembly was held on April 30, 2010 at 11:00 in the Conference Hall of Tekfen Tower located at Büyükdere Cad.
No. 209, 4. Levent-Istanbul. The date, place, agenda,
dividend distribution table and the dividend policy
approved by the Board of Directors was announced
to the public on April 8, 2010.
At the same time, the meeting’s agenda, annual
report, financial tables and reports, dividend distribution recommendations and proxy form were made
available to shareholders on the same date on our
Company’s website (www.tekfen.com.tr).
The shares that represent the issued capital of our
Company are all registered bearer shares. The Invitation to the Ordinary General Assembly is issued
in compliance with all regulations and the Company’s
Articles of Association within the specified period
of time, and together with a sample proxy form and
the agenda, is published in the Turkish Commercial
Gazette and one of Turkey’s leading national newspapers.
At the General Assembly Meeting, out of a total
number of shares of 370,000,000 representing TRY
370,000,000 in shareholders’ equity, 234,779,548
shares (63.45% participation ratio) were in attendance.
The meeting was not attended by the press or other
stakeholders other than shareholders.
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According to Article 24 of our Company’s Articles
of Association, voting at General Assembly Meetings
is done by raising hands, with proxies showing the
appropriate documents as per the Capital Markets
Board directives. At the meeting, each item is voted
upon separately. However, shareholders owning
10% of the capital represented at the meeting may
request secret voting although up to now there
has been no such request.
At the General Assembly Meeting, shareholders
have the opportunity to ask questions and these
questions are answered by Company managers
attending the meeting. At the General Assembly
Meeting, no proposals were made by shareholders.
The agenda of the General Assembly Meeting,
together with the register of attendance and meeting notes may be obtained from Company headquarters or from our website (www.tekfen.com.tr).
4.2 Special Decisions
In Article Three, entitled Purpose and Subject, of
the Company’s Articles of Association, the business
and operations that may be undertaken are outlined.
In accordance with this article, the Company can
enter other necessary business areas only with the
General Assembly’s approval on the proposal of
the Board of Directors. While fulfilling the provisions
of Article 3, the Company will also fulfill the public
disclosure requirements of the Capital Markets Law
and other relevant legislation.
The latest version of the Articles of Association is
posted on the Company’s official website:
www.tekfen.com.tr.
5. Voting Rights and Minority Rights
5.1 Voting Rights
Prior to our Company’s IPO, privileged rights were
removed by an amendment of the Articles of Association in compliance with the CMB’s Corporate
Governance Principles. Currently there are no
privileged rights. As a result, every share carries
a single vote; this point is clearly stated in our
Company’s Articles of Association.
In line with the CMB’s regulations, shareholders
may use their voting rights directly or via a duly
authorized proxy.
5.2 Minority Rights
The Company’s Articles of Association contain no
provision for the representation of minority shareholders in the management of the Company or
about utilization of the method of cumulative voting.
6. Dividend Policy and Deadline for Dividend
Distribution
Company dividend policy is determined according
to the Turkish Commercial Code, Capital Markets
Law; Capital Markets Board Regulations and Directives, Tax Laws, other relevant legislation, and the
Company’s Articles of Association. Our Company’s
“Dividend Policy” which was approved by the Board
of Directors on April 4, 2008 was presented to our
shareholders at the General Assembly Meeting on
May 8, 2008. Our Company’s Dividend Policy is
given in our Annual Report and on our company
website.
According to our Articles of Association, a first
dividend equal to 30% of distributable net income
after deducting all legal obligations is paid to our
shareholders. In this regard, although CMB did not
make a minimum profit distribution compulsory for
publicly traded companies in 2010, our Articles of
Association continue to require payment of a first
dividend of at least 30%.
On the other hand, Capital Market Regulations
require our Company to prepare consolidated financial statements. The amount of the net distributable profit, as long as it can be met by legal
reserves, is calculated from the “net profit of the
year” found in the financial statements prepared
in accordance with Capital Market Regulations and
International Financial Reporting Standards. Otherwise it is possible to pay out a dividend within
the limits of the legal reserves.
Taking into consideration the legal period of time
following the completion of the General Assemblies
of our subsidiaries and partnerships included in the
consolidated financial statements, dividend payment
recommendations are announced to the public in
accordance with relevant legislation upon the resolution of the Company’s Board of Directors.
The basic principles of profit distribution are announced to investors on the Company’s official
website: www.tekfen.com.tr.
The Company’s capital contains no cross ownership.
109
At the General Assembly Meeting held on April 30,
2010, it was resolved to payout dividends in the
amount of TRY 18,052,300 and dividends were
distributed on May 28,2010.
7. Transfer of Shares
Our company is not listed on foreign securities
exchanges and therefore is not required to issue
any disclosures of material events other than those
required by the Capital Markets Board and Istanbul
Stock Exchange.
The Company’s Articles of Association place no
limitations on the transfer of shares (cf. Article 6)
within the limits set by the Capital Markets Law.
During 2010, no sanctions have been imposed by
the Capital Markets Board to the Company for not
making material events disclosures on time.
Section 2 / Public
Disclosure And Transparency
The Investor Relations Department is responsible
for disclosures of material events in our Company
and carries out all processes related to this topic.
8. Company Information Disclosure Policy
The Company’s Disclosure Policy was developed
by the Board of Directors in accordance with the
CMB’s Corporate Governance Principles and was
announced to the public, together with material
disclosure on April 30, 2009, on the Company’s
website (www.tekfen.com.tr)
The main headlines of Tekfen Holding’s Disclosure
Policy are as follows:
The disclosure means and methods used by the
Company,
Principles concerning disclosure or deferral of
inside information and measures to be taken to
maintain confidentiality until inside information is
disclosed,
Persons authorized to make material disclosures,
Principles concerning disclosure of financial reports,
Principles concerning disclosure concerning the
use of shareholder rights,
Rumor control,
Persons with administrative responsibility,
Persons Authorized to make Press Announcements
and Public Disclosures,
Principles concerning monitoring of analyst reports,
Principles concerning use of the Company’s website
for investor disclosures,
The Company’s Investor Relations and Corporate
Governance Department is responsible for supervising and applying the disclosure policy.
10. Official Company Website and Its Content
The official website of the Company is
www.tekfen.com.tr.
110
In accordance with capital market regulations, a
list is kept of those inside and outside the company
with access to insider information and updated in
cases of any changes. The list of individuals who
have access to inside information is presented to
the CMB and ISE upon request. The list of senior
managers and other employees of the Holding
company who, as a result of their positions, have
the ability to access to the inside information as of
the date of this report is given below excluding
group company employees and outside service
providers,
In accordance with the Capital Market Regulations,
members of the Board of Directors, auditors and
the Group Company Presidents and Vice Presidents
have been identified as “persons having managerial
responsibility” as they have the authority to make
executive decisions that affect the future development and business objectives of the Company and
regularly have access to inside information regarding the Company either directly or indirectly. In
line with regulatory obligations, individuals who
are classified as people with managerial responsibility and those who have a close relationship with
these individuals have a legal responsibility to notify
the ISE of any buying-selling transactions. The
obligation and responsibility to notify the ISE belongs to these individuals.
The ownership structure of the Company is as follows:
The website includes all the information outlined
in Article 1.11.5 of Section II of the CMB’s Corporate
Governance Principles, other than Board meeting
minutes that might affect the value of investment
instruments.
Minutes of Board decisions that might affect the
values of investment instruments are not presented
via the website in the format of a separate report,
as they are disclosed via disclosure of material
events.
11. Disclosure of Ultimate Controlling
Shareholder(s)
The proportion of publicly traded shares in our
Company increased from 34.5% to 37.87% as
shareholders Mehmet Necdet Bozdoğan, Naim Özkazanç and the Erktin Family applied to the CMB
to have their shares ready for sale in the stock
market.
12. Disclosure of Individuals Who Have Access
to Inside Information
The list of individuals who have access to inside
information was made public for the first time in
our Corporate Governance Principles Compliance
Report for 2007.
9. Disclosure of Material Events
During 2010, as required by CMB regulations, 14
disclosure statements were made. None of these
were made at the request of CMB. In compliance
with CMB regulations, starting from 2010, announcements of material events will be sent in an electronic
format to the Public Disclosure Platform only.
position to have access to inside information. In
this regard, the Company management takes all
precautions to prevent misuse of such information.
NUMBER OF SHARES
SHARE RATIO (%)
Feyyaz Berker
62,419,896.14
16.87
Alev Berker
9,006,099.53
2.43
71,425,995.67
19.30
Necati Akçağlılar
62,419,896.14
16.87
Cansevil Akçağlılar
9,006,099.53
2.43
71,425,995.67
19.30
Ali Nihat Gökyiğit
32,270,171.49
8.72
A.Nihat Gökyiğit Yatırım Holding
32,113,879.45
8.68
A.N. Gökyiğit Eğ. Sağl. Kült. San.
7,041,944.73
1.90
71,425,995.67
19.30
8,009,462.75
2.16
2,785,106.57
0.75
10,794,569.32
2.92
4,798,519.89
1.30
140,128,923.78
37.87
370,000,000.00
100.00
SHAREHOLDER’S NAME
Berker Family - Total
Akçağlılar Family - Total
Gökyiğit Family - Total
Erhan Öner
Öner Yatırım İç ve Dış Tic. A.Ş.
Öner - Total
Günay Ünlüsoy
Free Float
GROSS TOTAL
Because many transactions and events have the
potential to be considered as inside information,
all Holding and group company employees and
managers who participate in the decision taking
and reporting processes and some of the employees
of outside companies providing services to the
Company are classified as people who may be in a
111
Senior Managers and Other Employees of Holding Company are as follows:
Section 3 / Stakeholders
NAME SURNAME
POSITION
13. Informing Stakeholders
Feyyaz Berker
Chairman of the Board
Ali Nihat Gökyiğit
Deputy Chairman of the Board
Cansevil Akçağlılar
Deputy Chairman of the Board
The Holding informs stakeholders of important
Company developments via internal correspondence, meetings, the intranet and internet, press
meetings, briefings, and other written and visual
media.
Murat Gigin
Board Member
Işık Zeynep Defne Akçağlılar
Board Member
Dr. M. Ercan Kumcu
Board Member
Dr. Rüşdü Saraçoğlu
Independent Board Member
Hasan S. Subaşı
Independent Board Member
Şefika Pekin
Independent Board Member
Cengiz Yaman
Auditor
Erhan Öner
Group Companies President
Dr. Ahmet İpekçi
Vice-president – Investment & Service Companies Group
Ümit Özdemir
Vice-president – Contracting Group
Esin Mete
Vice-president – Agri-industry Group
Mehmet Erktin
Vice-president – Real Estate Development Group, Auditor
Dr. Osman Reha Yolalan
Vice-president – Corporate Affairs
Ali Şevket Tursan
Director of Finance & Administrative Affairs
Burçin Kuzgun
Finance Coordinator
Dr. Ahmet Burak Emel
Strategic Planning and Reporting Coordinator
Dorottya Maria Kiss Kalafat
Corporate Communications Coordinator
Çağlar Gülveren
Investor Relations & Corporate Governance Coordinator
Hakan Dündar
Audit Manager
Toca Tonya
Finance Manager
Arzu Dodurga
Chief Accountant
Atila Purut
Consultant / Attorney
Nahit Akarkarasu
Legal Consultant
Ramazan İbrahim Eker
Internal Audit and Tax Consultant
Stakeholders, investors, and analysts can access
financial reports, annual reports and other presentations and information regarding the Holding via
the official Company website.
Because the Company is a holding company, it is
not directly involved in commercial activities. However, depending on the business area of the Holding’s
companies, stakeholders (such as customers who
have affiliation with the Company, franchisees, and
suppliers) are informed about issues of interest to
them, via franchise meetings or training sessions.
Employees are informed via various events, periodical meetings with managers, and the intranet.
Some important announcements and messages are
communicated to all employees via email. Tekfen
Holding places great emphasis on dialogue between
the employees and managers and facilitates such
an information flow.
14. Participation of Shareholders in the Management
No structure for the involvement of stakeholders
in the Company’s management has been established. However, managers evaluate requests and
recommendations emanating from meetings held
with the employees and other stakeholders and
thus, relevant policies and applications are developed.
15. Human Resources Policy
The Human Resources Policy of Tekfen Holding
and group companies are formulated on the following principles:
Continuous customer and employee satisfaction is
a guarantee of the present and future success of
a company.
To minimize any possibility of damage to employees,
third parties, property, or the environment, Tekfen
Holding arranges all its operations according to
the following work principles, presented in order:
112
Abide by all relevant laws, regulations and directives
regarding Health, Safety, the Environment, and
Quality for which all managers and employees are
responsible.
Keep strict adherence to standards and customers’
specifications so as to eliminate or minimize customer complaints, and repeat and maintenance
charges,
Increase the effectiveness of management systems
and continuously monitor and improve applications,
Tekfen Holding is not only concerned with managing
its own human resources policy effectively, but in
investing in Turkey’s future. In this regard, social,
cultural, and environmental protection activities,
as well as the Company’s scholarship program for
successful students (which we have undertaken
since the Company’s foundation) are among the
tasks that are covered by the policy and that carry
Turkey to a brighter future.
This management concept is based on a belief in
people’s unlimited potential to succeed and an understanding that a brighter future can only be attained
through technology and science. Therefore, investing
in human intelligence and skills is essential. The fact
that no complaint of discrimination came from the
employees in 2010 indicates the objective attitude of
Tekfen Group towards its employees. Its employees
are the Company’s most valuable assets and their
quality is the most important guarantee of the quality
of our services and products. The Company shows
the same diligence for employee development programs as it does for employee selection.
Employee development programs develop the
employees’ ability to act in a coordinated fashion,
to develop recommendations, and to make rational
decisions. The Human Resources and Personnel
Units take active roles in managing relations with
employees.
16. Information on Relations with the Clients
and Suppliers
Because the Company is a holding company, it is
not directly involved in commercial activities. However, great importance is placed by our Company
on relations with and the satisfaction of stakeholders, such as its clients, franchisees, and suppliers.
113
The Agri-industry Group takes great care to reply
to all emails regardless of whether or not they
come from its customers. All complaints, recommendations, or technical inquiries from customers
via email or telephone are replied to as soon as
possible and relevant solutions are provided. Periodical dealer meetings involving senior level managers are organized to provide information to
dealers and to manage dealer relations in the best
possible way. There is a mutual sharing of information during these meetings. Solutions are created
for the problems of dealers. Questions that go
unanswered at these meetings are evaluated later
and information is provided to the dealers concerned. In addition to these meetings, senior level
managers and the sales teams from regional offices
visit dealers throughout the year to nurture warm
relations. On average 30 training sessions a year
are organized to increase the awareness level and
knowledge of the end users. During these meetings,
Company training consultants with academic backgrounds provide information on various agricultural
practices. In addition to these meetings and training
sessions, the official website includes a comprehensive section on recommendations about fertilization
practices for the farmers. The Agri-industry Group
has many years of reliable relations with foreign
suppliers. There is a continuous information flow
with suppliers with regard to current and future
market conditions and expectations.
To maximize customer satisfaction, the Contracting
Group places great emphasis on product, human,
and environmental health. Product quality is guaranteed by the ISO 9001 Quality Management System, the safety of the employees, property, and
third parties is guaranteed by OHSAS 18001 Occupational Health and Safety Management System,
and environmental protection is guaranteed and
continuously improved by the ISO 14001 Environment Management System. Suppliers are also asked
to operate in accordance with these management
systems and to improve themselves on a continuous
basis.
17. Social Responsibility
As a responsible member of society, the social,
cultural, and environmental activities of Tekfen are
an integral part of the Holding’s corporate culture.
In 1999, Tekfen established the Tekfen Foundation
for Education, Health, Culture, Art, and Preservation
of Natural Resources, which is known as the Tekfen
114
Foundation, with the aim of increasing Tekfen’s
contribution to social and cultural activities and to
establish a better future in harmony with the natural
environment.
Tekfen Foundation Scholarship
Tekfen Foundation provides unconditional financial
support to successful high school, and undergraduate students. In 2010, the annual number of beneficiaries of the scholarship program increased
from 180 students to 250. A Mentorship Project
for our students was initiated in early 2010 with
the voluntary participation of Tekfen Group employees. The project aims to provide guidance t0
undergraduate scholarship beneficiaries regarding
the challenges they may face during their education.
As each year, students receiving Tekfen scholarships were brought together again in 2010 for a
“Scholar’s Meeting” during which, they took the
opportunity to talk to our Human Resources specialists and to get information on various issues.
Tekfen Philharmonic Orchestra
Tekfen Philharmonic Orchestra is an important and
lively cultural initiative that furthers its mission as
a ‘peace ambassador’ with unique projects involving
musicians from 23 countries around the Black Sea,
Caspian, and Eastern Mediterranean regions. As
part of its performance schedule, Tekfen Philharmonic Orchestra convenes several times a year
and frequently enriches its classical repertoire with
music and authentic instruments from the region.
Tekfen Philharmonic has given concerts at both
the national and international levels and has performed in international events held in Turkey.
Tekfen Philharmonic gave its first concert of 2010
at the opening ceremony of the 1st annual Istanbul
Islands Culture and Art Festival. The performance,
entitled ‘A Musical Summer Night on Büyükada’,
was held in the garden of Madame Fabiato’s Villa
on 30 July 2010. The program was repeated the
following day at the Nezahat Gökyiğit Botanical
Garden’s ‘Istanbul Island’, which inaugurated the
same day. Both concerts were part of the İstanbul
2010 European Capital of Culture program.
Tekfen Philharmonic performed under a guest
conductor, Yoel Levi, at the Lütfi Kırdar International Convention and Exhibition Center on 5 November 2010. The soloist of the concert was a
young Russian pianist, Denis Kozhukhin, one of the
most acclaimed pianists of his generation and the
winner of the Queen Elisabeth Music Competition
in Belgium.
Documentary on the Flowers of Anatolia
The documentary film series ‘The Unique Flowers
of Anatolia’ was completed in 2010. This work, by
photographer and documentary producer Fatih
Orbay, includes dynamic footage of flowers in their
natural habitat and it is a significant contribution
to the promotion, documentation and protection
of Turkey’s natural wealth. The six-part series is
based on the book, ‘Flowers of Anatolia’, which was
published in 2007 with the support of the Tekfen
Foundation. The documentary is one of the first
produced in HD quality in Turkey.
Tekfen’s contribution to society is not limited to
the activities of the Foundation. Tekfen Group
Companies continue to work in collaboration with
local authorities and the public with regard to issues
arising in those regions and sectors where the
companies operate.
To take all precautions necessary to preserve archeological, historical and cultural
artifacts, as well as the natural environment
during the course of operations
To minimize the consumption of natural
resources
To determine all environmental issues and
their effects, as well as risk levels with regard
to all business practices and projects, and
to minimize the determined risk levels with
corrective and preventive action
Within the framework of its social responsibility obligations, to support education, activities that increase environmental and
social awareness, as well as cultural and
social responsibility activities.
Tekfen Holding
Social Responsibility Activities in 2010
Support for Pakistan Flood Victims
Fire Training Center
Tekfen Holding donated TRY 250,000 to relief
work for the millions of victims of the August 2010
flood in northwestern Pakistan.
The concentration of oil, chemical and energy
investments in the İskenderun Gulf and Ceyhan/Yumurtalık region, Turkey’s new energy hub,
naturally raises concern about occupational health,
environmental protection, security, and emergency
preparedness. A project is in hand to establish a
Practical Fire Training Center at the Ceyhan Vocational School of Çukurova University. The goal of
the project is to improve the capabilities and equipment available to the educational institutions in
the area. As part of this project, 110,000 sqm of
Vocational School land has been allocated for
firefighting training and preliminary work is underway to determine the most suitable training facilities
to establish there. Tekfen Engineering with support
from Tekfen Construction has developed the basic
and detailed engineering work for the Fire Training
Center.
Tekfen Construction
Tekfen Construction’s business concept has been
established and developed over many years in
accordance with the following principles:
To minimize any possible harm to employees, third parties, property and the environment during general operations
To act with the goal of benefiting society
and the environment during all its operations, and to set high standards with regard
to environmental awareness
To strive to avoid breaches of environmental
rules that might endanger the health and
rights of clients or inhabitants of the areas
where the Company operates
To act in a way that minimizes the environmental impact of its operations and to take
precautions to eliminate environmental pollution
To respect the traditions and cultures of the
countries it operates in and to avoid practices that might adversely affect the social
environment
Toros Tarım
In addition to its main business activity, Toros Tarım
aims to improve the income and the living standards
of farmers and agricultural sector employees and
to contribute to the development of the Turkish
agricultural sector.
To help solve farmers’ problems, Toros Tarım has
over several years organized Field Day activities
and regular training seminars for farmers focused
on improving agricultural techniques, increasing
yields, and ensuring correct fertilization.
115
Toros Tarım also provides farmers with free soil
analysis. With the help of this service, farmers can
understand the nature of their soils’ and ascertain
fertilizers they need to maximize yields and crop
health.
Social Responsibility Activities in 2010
Support for Education
Toros Tarım supports cultural, artistic and educational projects, besides agricultural ones. In this
regard, the company sponsors the Toros Gübre
(Fertilizer) High School, Adana, and Toros Gübre
Primary School in Kurtpınarı Village, Ceyhan. These
schools were renovated in 2010 to provide better
educational conditions, benefitting 1,450 students
at Toros Gübre High School and a further 232
students at Toros Gübre Primary School.
During the year, the company provided transportation support to the girls’ soccer team of the
Tekkeköy Atatürk Primary School.
‘Dersimiz Atatürk’
Toros Tarım encouraged more young people to
watch the film ‘Dersimiz Atatürk’ (‘Our Example:
Atatürk’), which premiered 19 March 2010, by distributing free tickets to 3,138 students in Mersin,
Adana and Samsun. This movie, a sincere depiction
of Atatürk, is a commendable introduction to the
founder of modern Turkey. The film was of great
interest to the students, most of whom visited a
cinema for the first time.
Mersin Music Festival
Toros Tarım continued its sponsorship of the 9th
annual Mersin International Music Festival, held
from 29 May-3 June 2010. This year’s event was
held in various locations, such as Kanlıdivane, Tarsus
St. Paulus Monumental Museum and the Italian
Catholic Church, and featured numerous artists
and groups from Turkey and abroad.
Scientific Activities
Toros Tarım gave further support to scientific
meetings and activities relevant to its sector in
2010. These included:
5th National Plant Nutrition and Fertilizers Congress, held 15-17 September 2010. This event, organized in cooperation with the Ministry of Agriculture
and Rural Affairs, was one of a program commemorating Ege University’s 55th anniversary
116
International Potato Physiology and Agronomy Symposium, organized by the European
Association of Potato Research and held in
Cappadocia, 20-24 September 2010
International congress on Soil Management
and Usage of Potash Fertilizer in Western
Asia and Northern Africa, co-organized by
Ege University and the International Potash
Institute (IPI).
at the premises of Müşkülüm Farm, its summer
residence.
Tekfen-OZ further contributed to the arts by supporting the National Youth Symphony Orchestra
2010 Summer Program. The orchestra, consisting
of 100 young musicians from various parts of the
country, represented Turkey throughout the summer with a repertoire of cherished music performed
at concerts in Istanbul, Berlin and Rome.
Tekfen Real Estate Development Group
Section 4 / Board Of Directors
Sensitivity to the environment is among the most
important criteria used in the determination of the
investment policies of Tekfen Real Estate Development Group. Environmentally sensitive buildings
are developed in projects with both architectural
and engineering solutions.
18. Structure of the Board and its Independent
Members
As a precaution against global warming, Tekfen
Real Estate Development Group became one of the
founding members of The Association of Environmentally Friendly Buildings (ÇEDBİK) in 2007 in
order to construct buildings that consume less
energy and are more economical to operate and
to increase awareness in the sector of this matter.
The designs for the Levent and Kağıthane Project
apply the criteria developed by the American Green
Buildings Council for the LEED (Leadership in Energy andEnvironmental Design) certificate for environmentally friendly buildings. Tekfen Real Estate
Development Group seems to contribute to energy
savings in every sense in the projects it develops.
Social Responsibility Activities in 2010
Developing Cities Summit
Tekfen Real Estate Development Group sponsored
the Summit of Developing Cities held in Konya on
1-3 November 2010. This event, co-organized by
the Association of Real Estate Investment Companies and Konya Municipality, evaluated the widening
investment opportunities in Konya, one of Anatolia’s
oldest urban settlement.
The Company’s administration is undertaken by a
Board of Directors of nine members chosen by the
General Assembly. The current board members
and their positions in the Company are as follows:
In 2010, three members had executive roles in the
Company as managing directors and the remaining
members had non-executive roles.
Among the board members, Rüşdü Saracoğlu,
Hasan S. Subaşı and Şefika Pekin are independent
members in line with the CMB’s Corporate Governance Principles and each has made a written
statement about his or her independence.
tions outlined in articles 334 and 335 of the Turkish
Commercial Code. In this regard, board members
are not limited in any way from taking positions
outside the Company for the period covered by the
General Assembly’s decision.
19. Qualifications of Board Members
As a matter of principle, all board members, independent or otherwise, are chosen from among
candidates who have relevant expertise and experience, and a high level of skill and knowledge in
their respective areas. In this regard, the qualifications required of board members match those
outlined in Articles 3.1.1, 3.1.2, and 3.1.5 of Section
IV of the CMB’s Corporate Governance Principles.
However, the Company’s Articles of Association
contain no provision about the minimum qualifications for board members.
There has been no need up to now to organize a
training and orientation program for board members. However, if the need should arise, a training
and orientation program for the new board members will be organized in accordance with the principles set out by the Company’s Corporate Governance Committee.
20. The Vision, Mission, and Strategic Goals of
the Company
Up to the end of the period covered by this report,
no situation arose that undermined the independent
status of these members.
20.1 Our Mission and Vision
To allow board members take positions in other
Group companies, it was decided in the ordinary
Annual General Meeting that the board members
would not be subject to the prohibitions and limita-
Tekfen Group’s vision is;
The Company’s vision and mission statement are
published on the official website.
To be one of the leading forces of Turkey’s growth
in our areas of operation, namely, Contracting,
NAME SURNAME
POSITION
Feyyaz Berker
President and Managing Director
Ali Nihat Gökyiğit
Deputy Chairman and Managing Director
Cansevil Akçağlılar
Deputy Chairman and Managing Director
Işık Zeynep Defne Akçağlılar
Member
Murat Gigin
Member
Dr. M. Ercan Kumcu
Member
Dr. Rüşdü Saraçoğlu
Independent Member
Hasan S. Subaşı
Independent Member
Şefika Pekin
Independent Member
Supporting Art
Tekfen-OZ, part of Tekfen Real Estate Development
Group, sponsored an evening recital by the French
pianist Jean-Bernard Pommier on 7 August 2010
in Eklisia Church, in Gümüşlük, Bodrum. The recital
was part of the 7th International Gümüşlük Classical
Music Festival, held from 24 July-8 September
2010. Tekfen-OZ also hosted a pre-concert cocktail
117
Agri-Industry, Real-Estate Development and Finance.
Tekfen Group’s mission is;
While remaining committed to our traditional values,
we aim to focus on our core operations, deliver the
highest quality products and services, become the
leader of our segments, and at the same time,
generate value for all of our stakeholders, namely,
our customers, suppliers, employees, shareholders
and society.
20.2 Our Values
Tekfen Holding A.Ş. operates in accordance with
the corporate values it has developed over its 54
years and which have been fully adopted by its
employees. These corporate values, which are also
stated on the Company’s official website, are as
follows:
To do what you know best in the best possible way
To benefit the country
To stand by the employees
To talk less and to do more
To act ethically and fulfill commitments
regardless of the circumstances
To be in harmony with others and not to
disillusion anyone to attain your goals
To prevent greed overtaking wisdom
To believe in the power of technology and
science (as is reflected in the Company’s
name)
To conserve nature and protect the
Company’s employees.
118
20.3 Strategic Objectives
The Board of Directors holds quarterly evaluation
meetings with senior representatives of each business group where the Board monitors the financial
and operational performance of the Group companies against their budgetary and other objectives.
The meetings also develop recommendations with
regard to the Company’s core business areas and
strategy.
During the first Board meeting held after the ordinary Annual General Meeting, the authority and
responsibilities of the board members are determined and announced and a circular documenting
the authority and responsibilities of the board
members is prepared.
21. Risk Management and Internal Control Mechanism
In this regard, Feyyaz Berker was appointed Chairman and Managing Director of the Board of Directors and Ali Nihat Gökyiğit and Cansevil Akçağlılar
were appointed as Deputy Chairmen and managing
directors for 2010.
The Board of Directors is responsible for minimizing
imminent and potential risks by establishing risk
management and internal control mechanisms.
The Board determines and announces the basic
management principles of the Company every year.
As a holding company, the Company’s financial
statements are consolidated and the financial results and performance of all the Holding’s companies are controlled and followed up at the holding
level, as the relevant legislation requires. In line
with the provision of the Capital Markets Law and
other relevant legislation, internal auditing is the
responsibility of the Audit Committee and is undertaken by the Financial and Administrative Tasks
Directorate of the Holding, Audit Department and
Finance Directorate. Risk management and reporting tasks related to the Holding’s companies are
followed up at the vice-presidential level.
The financial results required for public disclosure
are presented to the Board after they have gained
the approval of the Audit Committee.
Reports of the companies’ operational results, the
degree to which they have attained their goals, and
the risks encountered, are assessed at the periodical
Board meetings with the participation of the relevant group vice-presidents.
22. Authority and Responsibilities of the Members of the Board and Executives
According to the Company’s Articles of Association,
the Board of Directors executes the tasks given to
it as a result of the Turkish Commercial Code, the
Articles of Association, and the decisions of the
Company’s General Assembly. In line with Article
319 of the Turkish Commercial Code, the Board can
delegate some or all of its authority and responsibilities, including its authority to represent the
Company, to a committee made up of its own members or to managing director(s) or manager(s).
23. Principles of Activity of the Board of
Directors
Issues related to the Board’s meeting frequency
and quorum are defined in the Company’s Articles
of Association. In 2010, Board of Directors made a
total of 12 resolutions at 7 meetings.
The quorum required for a Board meeting to commence is half the membership plus one and all
decisions require a majority. Board decisions may
also be made by obtaining the written decision of
each member provided that none of the members
demands a discussion of the subject in a meeting.
The Legal Department acts as secretariat of the
Board of Directors. The agenda of the meetings
are determined by discussing the proposals of the
Tekfen Group Companies President with the Chairman of the Board. Supporting documents are prepared by the secretariat of the Board of Directors
and submitted in a single dossier to the members
at least ten days before the meeting date.
All Board decisions in 2010 were passed unanimously, so no dissenting view is recorded in the Resolution Book. Should it arise, all details of dissenting
views would be recorded in the Resolution Book.
In 2010, four resolutions were made regarding the
issues outlined in Article 2.17.4 of the CMB’s Corporate Governance Principles and it was ensured
that all board members participated in these meetings.
In cases where the Capital Markets legislation so
requires, important Board decisions are publicly
announced with a disclosure of material events.
The board members do not have privileges such
as controlling a vote or a negative right of veto.
24. Prohibition of Engaging in Transactions and
Competing with the Company
To allow board members take positions in other
Group companies, it was decided in the ordinary
Annual General Meeting that the board members
would not be subject to the prohibitions and limitations outlined in articles 334 and 335 of the Turkish
Commercial Code.
Currently, none of the board members is engaged
in any activity that would cause a conflict of interest
or would be deemed as competing in the same
business area.
25. Ethical Rules
Tekfen Holding gives great importance to ethical
rules and commercial conventions and takes care
to ensure that all employees follow these rules in
their relations with stakeholders. These rules, which
are incumbent on all Company employees, were
printed and presented as part of the requirements
of the CMB’s Corporate Governance Principles and
they were publicly announced in the Company
prospectus prepared for the initial public offering,
after the approval of the Annual General Meeting.
Tekfen Holding A.Ş.’s ethical rules are published on
the Company’s official website, www.tekfen.com.tr.
26. The Number, Structure and Autonomy of
Committees Formed by the Board of Directors
During the initial public offering, two committees,
namely the Audit Committee and the Corporate
Governance Committee, were formed upon Board
decisions dated November 22nd, 2007.
In the present structure of the committees, no
member of the Board of Directors serves on more
than one committee.
The Tasks and Operational Principles that outline
the general procedures related to the tasks of the
Corporate Governance Committee and the Audit
Committee are in effect following the Board of
Directors’ approval. The Tasks and Operational
Principles of these committees are published on
the Company’s official website, www.tekfen.com.tr.
These committees meet at least once every three
months and at least four times per year.
119
Tekfen Holding Co., Inc. Dividend Policy
26.1 Audit Committee
An independent board member, Dr. Rüşdü Saracoğlu
was selected to head the Audit Commitee, and Dr.
M. Ercan Kumcu, a non-executive board member,
was selected as a Committee Member.
Financial benefits are not determined and granted
in line with a performance-based system but paying
dividends out of profits can be accepted as a performance based awarding system
In line with Capital Markets Legislation, the Audit
Committee is responsible for supporting the Board
of Directors by overseeing the Company’s accounting system, the public disclosure of financial information, the independent auditing, and by monitoring
the effectiveness and performance of the internal
audit mechanism, and for reporting on its evaluations to the Board of Directors.
No board member or manager may obtain loans or
guarantees, such as letters of guarantee, from the
Company.
26.2 Corporate Governance Committee
An independent board member, Mr. Hasan S. Subaşı
was selected to head the Corporate Governance
Committee, and Mr. Murat Gigin, a non-executive
board member, was selected as a Committee Member.
In line with Capital Markets Legislation, the Corporate Governance Committee is responsible for
monitoring the Company’s compliance with the
CMB’s Corporate Governance Principles, proposing
improvements in compliance, and making recommendations on compliance issues to the Board of
Directors.
27. Remuneration of the Members of the Board
of Directors
In line with the Company’s Articles of Association,
board members receive an annual or monthly stipend or a certain fee per meeting, as determined
by the General Meeting. At the Annual Ordinary
General Assembly held on April 30, 2010 it was
resolved to pay a gross fee of TRY 20,000 per
month to Executive Directors and TRY 5,000 per
month to the other members.
Dividends shall be distributed to board members
according to the amounts and provisions set by
the Board. However, they may not exceed 2% of
the profit after deduction of legal reserves and the
amounts to be distributed under the Company’s
articles of association.
In accordance with the profit distribution proposal
accepted at the General Assembly Meeting on April
30, 2010, it was decided that members of the Board
of Directors would not receive a share of the 2009
profit.
120
Company dividend policy is determined according
to the Turkish Law of Commerce, the CMB’s legislation and its regulations and decisions, the tax
laws, other relevant legislation, and the Company’s
articles of association.
other similar re al/legal entities established for
specific purposes, unless the first dividend is paid
as provided and unless the reserves required to be
set aside as required by law have been so set
aside.en so set aside.
1- Article 28 of the Holding's Articles of Association reads as follows:
h) Dividends shall be distributed to all the existing
shares as the end of the accounting period without
taking into account the date of issue or acquisition
of such shares.
Profit will be distributed as outlined below from
the net profit stated in the Holding's balance sheet
and reached after deducting the general expenditure of the Company, various amortization costs,
and mandatory taxes. The relevant provisions of
the Capital Markets Law and notifications of the
Capital Markets Board will be followed during the
process of profit distribution.
First level legal reserves:
a) Legal reserves at a rate of 5% will be allocated.
First Dividend:
b) To the remaining amount, grants delivered during
the year, if any, are added, from this total at least
30% first dividends are allocated provided the rate
or the amount is not below those set by the Capital
Markets Law.
c) A maximum of 3% of the remaining amount will
be allocated to the Tekfen Foundation for Education,
Health, Culture, Art and Protection of Natural Habitat.
The decision as to how and when the annual profit
will be distributed to the shareholders will be decided by the General Assembly upon the recommendation of the Board and in accordance with
the provisions of the Turkish Tax Laws and the
Capital Markets Law. Profit distributed according
to the provisions of the Articles of Association
cannot be recovered.
2- The place and date of dividend payments are
set in accordance with Capital Market Board
Regulations.
3- Within the framework of Article 29 of the
Company's Articles of Association, if the Company General Assembly so authorizes the Board,
interim dividend payments may be made (for
that specific year only). The Capital Markets
Law is taken into account during this process.
d) After the above mentioned deductions, the General Assembly has the right to decide on an allocation of dividends that does not exceed 2% of the
remaining profit to members of the Board (in line
with the limits and principles set by the Board).
Second Dividend:
e) The General Assembly is entitled to distribute
the amount remaining (after the deduction of the
items outlined in a, b, c, and d, above) from the net
profit as second dividends or allocate it as extraordinary legal reserves.
Second level legal reserves:
f) Subject 3 of paragraph 2 of Article 466 of the
Turkish Law of Commerce and the provisions of
the paragraph of the same article do not apply to
the Holding.
g) No decision may be made to set aside profits for
other reserves to transfer profits to the following
year, or to distribute dividends to the founders or
dividend right certificate holders, board members
or Company officials, workers or foundations or
121
Risk Management and Internal Control
In accordance with laws applicable to Tekfen Holding
A.Ş., financials tables are prepared on a consolidated
basis.
The main operating groups of Contracting, AgriIndustry and Real Estate Development prepare
IFRS based financial tables on a quarterly basis
using their own internal control mechanisms. At
the Holding level, elimination of transactions between groups is done and consolidated financial
tables are prepared.
The financial results and performance of all companies included in the consolidation are analyzed
by the operating group to which they belong and
included in the consolidated financial reporting.
Internal control activities of Tekfen Holding A.Ş.
are carried out by the Audit Committee in coordination with the Financial Affairs Directorate as per
the relevant legal regulations. The risk management
and financial reporting of the three main operating
groups is monitored by the relevant Group VicePresidents. When quarterly financial tables are
disclosed to the public; consolidated financial tables
are presented to the Company Board of Directors
after being checked and approved by the Audit
Committee.
Major financial indicators such as revenues, earnings
before interest, taxes and depreciation, net income,
net operating capital and net liabilities to bank are
reported periodically and analyzed by senior management.
Determination and reporting of operational results
of companies, degree of achievement of objectives
and possible risks are evaluated at Board of Directors meeting periodically with the participation of
the relevant Group Vice-Presidents.
Tekfen Holding Co., Inc. Annual Report
of the Board of Directors
Esteemed Shareholders,
The Turkish economy which shrank during 2009 demonstrated a rapid growth in 2010 with the Gross
Domestic Product growth rate standing at 8.9%. Double-digit growth rates were observed in core
sectors such as the manufacturing industry, construction, wholesale-retail trade and transportationcommunications in 2010. While the rate of unemployment decreased as a result of this revival in growth,
the volume of foreign trade also showed an increase.
2010 has been a considerably successful year for Tekfen Holding which continues its commercial
activities through its numerous companies operating in four main strategic areas it defines as
“Contracting, Agricultural Industry, Real Estate Development and Other Activities”. The year has
achieved a great success especially with respect to profitability indicators.
Within this framework, the consolidated turnover of the Tekfen Group which was TRY 2,350 million in
2009 has come to TRY 2,262 million in 2010. Despite this negligible decrease in the turnover, a significant
increase was observed in profitability rates in 2010. Within this framework, the Group’s Earnings Before
Interest, Tax, Depreciation and Amortization (EBITDA) has increased from TRY 202 million to TRY 299
million and its Net Profit for the Period from TRY 69 million to TRY 178 million. A detailed inspection
reveals that this positive development achieved in profitability indicators has mainly stemmed from
the performance increase in the Agricultural Industry segment.
Certain summary figures related to our 2010 activities are given on the next page.
The above-mentioned financial tables are audited
and reviewed during the operating year.
122
123
2010
Current Assets
1,709,760
1,956,546
Non Current Assets
1,064,063
1,109,335
2,773,823
3,065,881
The profit for the period has been TRY 240,264,000.- (TRY 51,482,286.12 according to legal records)
in 2010 according to the Capital Markets Board (CMB) legislation and standards. The net profit for the
period after the provision for taxes at the amount of TRY 62,034,000.- (TRY 8,029,046.35 according
to legal records) calculated for the financial liabilities stands at TRY 178,230,000.- (TRY 43,453,239.77
according to legal records) according to the CMB Standards.
1,231,268
1,286,804
As per the provisions of Article 28 of our Company’s Articles of Association, we hereby submit the
following to the approval of the General Shareholders’ Assembly:
98,647
96,398
1,424,998
1,663,725
18,910
18,954
2,773,823
3,065,881
2009
2010
2,350,026
2,261,704
280,397
402,378
Operating Profit
115,027
216,785
Profit Before Taxation
98,412
240,264
Net Profit for the Year
69,155
178,230
Important Ratios
2009
2010
Total Assets
Current Liabilities
Non Current Liabilities
Equity Attributable to Owners of the Parent
Minority Interest
Total Shareholders Equity and Liabilities
Summary Income Statement
Revenue
Gross Profit
Liquidity
Current Ratio
1.39
1.52
Setting aside TRY 2,172,661.99 as First Series of Legal Reserves representing 5% of the net
profit for the period realized as TRY 43,453,239.77;
Setting aside TRY 52,913,700.00 representing 30% of the First Dividend Base established
according to the provisions of the Capital Markets Board Communiqué Series XI and No. 29 as
well as the provisions of the Company’s Articles of Association, as the First Dividend;
Setting aside a profit share of TRY 3,694,309.14 representing 3% of the remaining profit for
Tekfen Foundation for Education, Health, Culture, Arts and Protection of Natural Resources,
which is the holder of redeemed shares according to the provisions of the Capital Markets Board
Communiqué Series XI and No. 29 as well as the provisions of the Company’s Articles of
Association;
Not distributing the distributable profit share of up to 2% to the Members of the Board of
Directors out of the remaining profit; and meeting the insufficient portion of the profit for the
period standing as TRY 15,327,431.37 in the legal records, from the Extraordinary Reserves
following the distribution of the 2010 net profit for the period as such pursuant to the CMB
legislation and the provisions of the Turkish Commercial Code;
Distributing the profit shares set aside as specified above to the holders of redeemed shares
and other shareholders in cash, and setting the date for profit distribution as 27 May 2011.
We submit the above to the information of all our shareholders and wish the year to be prosperous for
our company as well as our country.
Liability and Indebtness
Total Liabilities / Equity Attributable to Owners of the Parent
0.93
0.83
Current Liabilities / Total Liabilities
0.93
0.93
Gross Profit Margin
11.93%
17.79%
EBITDA Margin
8.59%
13.20%
Net Profit Margin for the Year
2.94%
7.88%
Profitability
124
Proposal for Profit Distribution
2009
Summary Balance Sheet (TRY’000)
Feyyaz Berker
Chairman of the Board
& Executive Board Member
125
Tekfen Holding Co., Inc.
Annual Report of the Statutory Auditors
TO THE CHAIRMAN OF TEKFEN HOLDING CO., INC.
GENERAL ASSEMBLY
Title
: TEKFEN HOLDING CO., INC.
Headquarter : Kültür Mahallesi, Tekfen Sitesi, Aydınlık Sokak
A Blok, No.7, 34340 Beşiktaş – ISTANBUL
Capital
: TRY 370,000,000
We have reviewed the accounts and transactions of Tekfen Holding Company Incorporated for the
period 1 January 2010 to 31 December 2010 according to the Turkish Commercial Code, the Articles
of Association, other regulations and generally accepted accounting principles and standards.
It is our opinion that the contents of the attached Balance Sheet, dated 31 December 2010, which we
have approved, accurately represent the financial status of the Company on that date, and that the
Profit & Loss Statement for the period 1 January 2010 to 31 December 2010 authentically reflects the
Company’s operational results.
We submit to your approval the Balance Sheet and the Income Statement, and the absolution of the
Board of Directors. April 8, 2011.
STATUTORY AUDITORS
126
Mehmet Erktin
Cengiz Yaman
Auditor
Auditor
Directory
Tekfen Holding Co., Inc.
Kültür Mahallesi, Tekfen Sitesi,
Aydınlık Sokak, A Blok, No: 7
34340, Ulus-Beşiktaş / İstanbul, Turkey
Telephone : (90.212) 359 33 00
Fax
: (90.212) 359 33 05
E-mail
: [email protected]
Web site : www.tekfen.com.tr
Tekfen Foundation for Education, Health,
Culture, Art & Protection of Natural Resources
Kültür Mahallesi, Tekfen Sitesi,
Aydınlık Sokak, A Blok, No: 7
34340, Ulus-Beşiktaş / İstanbul, Turkey
Telephone : (90.212) 359 33 51
Fax
: (90.212) 359 33 05
E-mail
: [email protected]
Web site : www.tekfen.com.tr
CONTRACTING GROUP
Tekfen Construction & Installation Co., Inc.
Tekfen Tower, Büyükdere Caddesi, No: 209
34394, 4. Levent / İstanbul, Turkey
Tel
: (90.212) 359 35 00
Fax
: (90.212) 359 35 08
E-mail
: [email protected]
Web site : www.tekfeninsaat.com
Tekfen Engineering Co., Inc.
Tekfen Tower, Büyükdere Caddesi, No: 209
34394, 4. Levent / İstanbul, Turkey
Tel
: (90.212) 357 03 03
Fax
: (90.212) 357 03 09
E-mail
: [email protected]
Web site : www.tekfenmuhendislik.com
Tekfen Manufacturing & Engineering Co., Inc.
Tekfen Tower, Büyükdere Caddesi, No: 209
34394, 4. Levent / İstanbul, Turkey
Tel
: (90.212) 357 00 60
Fax
: (90.212) 357 00 61
E-mail
: [email protected]
Web site : www.tekfenim.com
Hallesche Mitteldeutsche Bau - A.G. (HMB)
Magdeburger Strasse 27 (06112)
Halle Saale / Germany
Tel
: (49.345) 511 62 39
Fax
: (49.345) 511 68 13
E-mail
: [email protected]
Web site : www.hmb-ag.de
Azfen J.V.
Istiglalijat Street 31,
Baku / Azerbaijan
Tel
: (99.412) 492 58 35 - 57 25
Fax
: (99.412) 492 57 27
E-mail
: [email protected]
Web site : www.azfen.com
Cenub Tikinti Services ASC
Sabail Rayonu, Cenub Köprüsü AZ1003
Baku / Azerbaijan
Tel
: (99.412) 491 18 82
Fax
: (99.412) 447 41 28
GATE Construction & Trade Co., Inc.
Kültür Mahallesi, Tekfen Sitesi
Aydınlık Sokak, No: 4
34340, Ulus - Beşiktaş / İstanbul, Turkey
Tel
: (90.212) 359 37 50
Fax
: (90.212) 359 37 52
TGO Construction Contracting Transport
Trading Industry Co., Ltd.
Oğuzlar Mahallesi Ceyhun Atıf Kansu
Caddesi 45. Sokak No: 13/12
Balgat / Ankara, Turkey
Tel
: (90.312) 286 54 73 / 286 09 73
Fax
: (90.312) 286 54 96
Tekfen Saudi Arabia Ltd.
P.O. Box 2575 31952
Al Khobar / Suudi Arabistan
Tel
: (966 3) 882 96 94
Fax
: (966 3) 882 96 95
EFG Leasing Co., Inc.
Büyükdere Cad. Telpa Plaza No: 195 Kat: 7,
34394, 4. Levent / İstanbul, Turkey
Telephone : (90.212) 324 31 31
Fax
: (90.212) 284 23 33
E-mail
: [email protected]
Web site : www.efgleasing.com
EFG Istanbul Securities Co., Inc.
Büyükdere Cad. Apa Giz Plaza No: 191 Kat: 9,
34394, 4. Levent / İstanbul, Turkey
Telephone : (90.212) 317 27 27
Fax
: (90.212) 317 27 26
Web site : www.efgistanbulsec.com
AGRI-INDUSTRY GROUP
Toros Agri Industry and Trade Co., Inc.
Tekfen Tower, Büyükdere Caddesi, No: 209,
34394, 4. Levent-Şişli / İstanbul, Turkey
Telephone : (90.212) 357 02 02
Fax
: (90.212) 357 02 31
E-mail
: [email protected]
Web site : www.toros.com.tr
Toros Terminal & Maritime Services Co., Inc.
Tekfen Tower, Büyükdere Caddesi, No: 209,
34394, 4. Levent-Şişli / İstanbul, Turkey
Telephone : (90.212) 357 02 02
Fax
: (90.212) 357 02 31
E-mail
: [email protected]
Web site : www.toros.com.tr
TAYSEB - Toros-Adana-Yumurtalık Free Trade
Zone Founder and Operating Co., Inc.
Sarımazı, Ceyhan 01920 / Adana, Turkey
Telephone : (90.322) 634 20 80
Fax
: (90.322) 634 20 90
E-mail
: [email protected]
Web site : www.tayseb.com
Toros Gemi Acenteliği ve Ticaret A.Ş.
Tekfen Tower, Büyükdere Caddesi, No: 209,
34394, 4. Levent-Şişli / İstanbul, Turkey
Telephone : (90.212) 357 02 02
Fax
: (90.212) 357 02 31
E-mail
: [email protected]
Web site : www.toros.com.tr
Hishtil-Toros Seedling Industry & Trade Co., Inc.
Tekke Köyü, Pürenli Mevkii, 10. km.
Serik / Antalya, Turkey
Telephone : (90.242) 717 40 45
Fax
: (90.242) 717 41 99
Web site : www.toros.com.tr
TAGAŞ - Turkish Arabian Fertilizer Co., Inc.
Tekfen Tower, Büyükdere Caddesi, No: 209,
34394, 4. Levent-Şişli / İstanbul, Turkey
Telephone : (90.212) 357 02 02
Fax
: (90.212) 357 02 31
E-mail
: [email protected]
Web site : www.toros.com.tr
BANKING GROUP
Eurobank Tekfen Co., Inc.
(Headquarters)
Tekfen Tower, Büyükdere Cad. No: 209
34394, 4. Levent / İstanbul, Turkey
Telephone : (90.212) 371 37 37
Fax
: (90.212) 357 08 08
E-mail
: [email protected]
Web site : www.eurobanktekfen.com
REAL ESTATE DEVELOPMENT GROUP
Tekfen-OZ Real Estate Development Co., Inc.
Kemankeş Cad. No: 81 Kat: 4,
34420, Karaköy-Beyoğlu / İstanbul, Turkey
Telephone : (90.212) 377 07 77
Fax
: (90.212) 377 07 78
E-mail
: [email protected]
Web site : www.tekfenoz.com
Tekfen Real Estate Development Investment
Tekfen Tower, Büyükdere Caddesi, No: 209,
34394, 4. Levent-Şişli / İstanbul, Turkey
Telephone : (90.212) 357 10 10
Fax
: (90.212) 357 10 15
E-mail
: [email protected]
Web site : www.tekfenemlak.com
Tekfen Tourism & Facility Management Co., Inc.
Tekfen Tower, Büyükdere Caddesi, No: 209,
34394, 4. Levent-Şişli / İstanbul, Turkey
Telephone : (90.212) 357 00 00 (10 hat)
Fax
: (90.212) 357 00 12
E-mail
: [email protected]
Web site : www.tekfentower.com
INVESTMENT & SERVICE COMPANIES GROUP
Tekfen Industry & Trade Co., Inc.
Kültür Mahallesi, Tekfen Sitesi,
Aydınlık Sokak, D Blok, No: 2,
34340, Ulus-Beşiktaş / İstanbul, Turkey
Telephone : (90.212) 359 37 80
Fax
: (90.212) 359 37 90
E-mail
: [email protected]
Web site : www.tekfenendustri.com.tr
Papfen Joint Stock Company
Yakkasarayskiy Rayon,
Ul: Vasit Vahidov, No: 41
Tashkent / Uzbekistan
Telephone : (99.871) 120 40 82
Fax
: (99.871) 120 40 81
E-mail
: [email protected]
Tekfen Insurance Brokerage Services Co., Inc.
Kültür Mahallesi, Aydınlık Sokak, No: 6,
34340, Ulus-Beşiktas / İstanbul, Turkey
Telephone : (90.212) 359 38 80
Fax
: (90.212) 359 38 81
E-mail
: [email protected]
Web site : www.tekfensigorta.com.tr
Antalya Studios Co., Inc.
Kültür Mahallesi, Tekfen Sitesi,
Aydınlık Sokak, A Blok, No: 7,
34340, Ulus-Beşiktaş / İstanbul, Turkey
Telephone : (90.212) 359 33 00
Fax
: (90.212) 359 33 05
E-mail
: [email protected]
Web site : www.antalyastudios.com
Kültür Mahallesi, Tekfen Sitesi, Aydınlık Sokak, A Blok, No: 7, 34340 Ulus,Beşiktaş/İstanbul-Turkey
Phone: (90 212) 359 33 00 (pbx) Fax: (90 212) 359 33 05 (pbx) www.tekfen.com.tr

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