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 21 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 4 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 6 7 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.” 10 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 11 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. 12 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 13 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 16 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% 94 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. 98 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. 108 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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