full PDF - Viking Kağıt ve Selüloz A.Ş.
Transcription
full PDF - Viking Kağıt ve Selüloz A.Ş.
Viking Kağıt Annual Report 2010 Content 1 About Viking Kağıt 2 Viking Kağıt in Brief 4 Viking Kağıt by Numbers 6 Chairperson’s Message 8Management 8 Board of Directors 9 Senior Management and Board of Auditors 10 In 2010 10 Macroeconomic and Sectoral Overview 12 Assessment of 2010 Activities 20 Environment and Sustainability 22 Corporate Governance and Financial Information 23 Agenda of the Annual General Assembly Meeting 24 Corporate Governance Principles Compliance Report 31 Statutory Auditors’ Report 32 Independent Auditor’s Report 84 Information for Investors In both categories, Viking Kağıt seeks to maximize its fulfillment of consumers’ and customers’ expectations with differentiated products that exactly satisfy their needs. Management In 2010 In the tissue paper sector, Viking Kağıt supplies • “Consumer Products” under the Lily and Senso brand names • “Away From Home” (AFH) products under the Select brand name. Environment and Sustainability Viking Kağıt was Turkey’s first privately-owned paper mill. Originally founded in 1969 in İzmir’s Aliağa township, Viking Kağıt today is the third biggest company in the tissue paper sector, in which it controls an average 7.7% market share. Corporate Governance and Financial Information preferred brands strong market share Chairperson’s Message About Viking Kağıt 1- Viking Kağıt Annual Report 2010 2- Viking Kağıt Annual Report 2010 Viking Kağıt in Brief Viking Kağıt was Turkey’s first privately-owned paper mill. Originally founded in 1969 in İzmir’s Aliağa township, Viking Kağıt commenced production in 1971 with a variety of wrapping, printing, and laminating paper for industrial uses. In 1982 Viking Kağıt joined the Yaşar Group and thereafter began taking strategic steps to achieve growth within the framework of that group’s fundamental business principles of innovation, leadership, and enterprise. As a result of an expansion investment undertaken in 1984, Viking Kağıt increased its production capacity to 20,250 tons a year. With a second paper machine investment in 1999, Viking Kağıt increased its production capacity to 43,000 tons a year. The company further bolstered its strong position in the sector with the complete renewal of its tissue paper converting plant in 2003. One of the leading players in the tissue paper sector Having undertaken a public offering in 1994, Viking Kağıt completed modernization investments after which it made its first venture into the tissue paper sector in 1996. In that sector, Viking Kağıt is active primarily today in two product lines: • “Consumer Products” under the Lily and Senso brand names • “Away From Home” (AFH) products under the Select brand name. In both categories, Viking Kağıt seeks to maximize its fulfillment of consumers’ and customers’ expectations with differentiated products that exactly satisfy their needs. Viking Kağıt was the first member of the Turkish tissue paper industry to be awarded internationally recognized ISO 9001 Quality Management System certification, which it received in 1997. The company’s certification was upgraded to ISO 9001:2008 Quality Management System standards as of 2009. An environmentally aware company Viking Kağıt is an environmentally aware company and its actions in this respect are guided by the mission and vision of the Yaşar Group, of which it is a member. Viking Kağıt has its own, on-premises waste paper processing, chemical treatment, and biological treatment plants. The company was also the first in the Turkish tissue paper industry to commission a de-inking plant. In a world such as today’s in which concepts like recycling, recovery, global warming, and environmental protection are spreading rapidly, social acceptance of environmental sensitivity is increasing, and the demand for recycled goods is growing steadily stronger, Viking Kağıt is strongly positioned by virtue of its own internalized competitive advantages. A fine example of Viking Kağıt’s environmental awareness is to be seen in the environment-friendly toilet papers and paper towels that it manufactures and offers to consumers under the “Lily Bio” brand. These products prevent the harvesting of an average of 200,000 trees a year. A strong and competitive production, marketing, and sales cycle Taking a proactive approach in the fulfillment of the investment requirements resulting from market demand, the company commissioned its second roll product converting line in 2007. With this investment, Viking Kağıt increased its production capacity in the roll group by 120% and also significantly enhanced its manufacturing capabilities and continues to successfully satisfy consumers’ higher quality expectations. Viking Kağıt’s products are delivered to customers and consumers through more than 60,000 points of sale that are kept supplied by a distribution network consisting of four regional departments, 50 dealerships, a chain store department, and national chain delivery channels. With its rapidly increasing export volumes, Viking Kağıt exports goods to 23 countries, principally to Europe and the Turkic Republics. In terms of average market share, Viking Kağıt is the third biggest tissue paper manufacturer in Turkey today. In its capacity as both a pioneer and innovator in its sector, Viking Kağıt will continue to strengthen its position in the sector and to be a model of sustainability for others. Issued Capital: TL 40,000,000 Registered Capital: TL 80,000,000 Viking Kağıt’s Shareholder Structure Shareholder Others 4.30% Yaşar Holding A.Ş. 60.58% Share (%) Share Amount (TL) Yaşar Holding A.Ş. 60.58 24,231,369.82 Publicly held 35.12 14,049,855,30 Others Total 4.30 1,718,774.88 100.00 40,000,000.00 Publicly held 35.12% Viking Kağıt shares are listed on the Istanbul Stock Exchange with the ticker symbol VKING. Viking Kağıt firsts Chairperson’s Message About Viking Kağıt 3- Viking Kağıt Annual Report 2010 In 2010 Environment and Sustainability Corporate Governance and Financial Information • Privately-owned paper mill • 3-ply toilet paper • Cotton pulp-added toilet paper • Aloe vera-enriched toilet papers and paper towels • Biological treatment plant • High-density PE packaging • “Selected sheets” paper towels • De-inking plant • Packaged napkins and packaged tissues • Paper & cardboard manufacturer to be awarded Forest Stewardship Council Chain of Custody (FSC CoC) management system certification. Management Turkey’s first 4- Viking Kağıt Annual Report 2010 Viking Kağıt by Numbers Production Facilities Paper Machines 41,097 m² Covered space 1st Machine: Production area 27,362 m² ER-WE-PA (1971) (17,000 tons/year) Office, warehouse, etc.: 13,735 m² Production range: 17-50 gr/m² tissue paper Grounds 213,926 m² Total 255,023 m² 2nd Machine: VALMET, Crescent Former Technology (1999) (26,000 tons/year) Production range: 15-40 gr/m² tissue paper innovative, high quality, and hygienic products made in modern facilities 36 11 thousand tons total sales in 2010 thousand tons total exports in 2010 De-inking Plant (2000) (27,000 tons/year) Converting Plant Roll and Folded Product Lines: Capacity: 41,200 tons/year About Viking Kağıt 5- Viking Kağıt Annual Report 2010 Production Capacity (tons/year) Production Amount (tons/year) Capacity Utilization Rate (%) Semi-finished paper 43,000 38,117 88.64 Finished tissue paper products 41,200 25,131 61.00 Electricity Recycled paper 27,130 ton Natural gas Raw material efficiency 94.3% 47,587,256 Kw/h 9,561,256 sm³ In 2010 23,110 ton Environment and Sustainability Virgin pulp Management Energy Consumption Highlights in 2010 Corporate Governance and Financial Information Raw Material Consumption Highlights in 2010 Chairperson’s Message 2010 Production Capacities 6- Viking Kağıt Annual Report 2010 Chairperson’s Message Viking Kağıt is engaged in the tissue paper manufacturing business, one of the fastest-growing sectors in Turkey. In 2010 it continued to develop and to create value for its stakeholders through its deep-rooted corporate identity, superior production abilities, strong market position, and high quality standards. Constrained by the global economic climate in 2009, the Turkish economy suffered a contraction that year but was nevertheless one of the first national economies to emerge from crisis. In 2010 Turkey made a strong recovery and resumed growing once again. With employment numbers showing improvement, the principal driving force of economic recovery was strong domestic demand although policy interest rates also supported the revival of economic activity by falling to historically low levels. In 2010 the Turkish economy registered an 8.9% rate of year-on growth, which ranked it first among all European countries. Our country’s growth performance in 2010 was the fastest witnessed since 2004. The tissue paper sector is distinguished by its high growth potential and strongly promising future. Its development in 2010 paralleled that of the macroeconomic context and it continued to grow. Growth in the discount outlet segment remained strong all year long while “private-label brand” tissue paper products offered to customers made a positive contribution to the market’s overall expansion. İdil Yiğitbaşı Chairperson of the Board of Directors environmentfriendly production and sustainable growth The supply-side surplus in our sector continues to trigger price competition and this situation is what frustrates increases in the sector’s overall turnover. Our industry’s turnover, which might have been expected to expand more in light of high growth in terms of sales, was unable to do so due to the pressures exerted by intense competition on price. Last year the sector registered an overall rate of 3.4% year-on growth with the paper towels ranking as the fastest-growing category at 11%. In 2010 Viking Kağıt booked USD 15.5 million as export revenues. This corresponds to a year-on rise of 29.7% on a USD basis. In 2010 Viking Kağıt shipped 10,783 tons of products, consisting largely of semi-finished goods, to 23 countries on which it earned export proceeds in the amount of TL 23.3 million. Sales to the domestic market amounted to 24,973 tons, on which the company generated a turnover worth more than TL 101 million. Raw material prices continued to rise steadily all year long. This had a significant impact on the cost of the goods produced by Viking Kağıt while also exerting pressures on its profitability. Increasingly intensified competition in our sector as its players contend for market share was the most important constraint on our company’s ability to adhere to a rational price policy based entirely on its costs. This was the Esteemed shareholders, We are continuing our intensive efforts to ensure the sustainability of Viking Kağıt’s competitive strength and customer satisfaction. We are aware that ensuring the sustainability of our company’s competitive strength, that further enhancing its market position, and that increasing its profitability are all dependent on speeding up efforts to improve its costs. In line with this, in 2010 the company continued to work intensively on its Operational Cost Improvement and its Lean Six Sigma projects. The Lean Six Sigma projects that were completed in 2010 resulted in significant savings at the company while contributing favorably to its cost base. Under the Operational Cost Improvement System, employees are continuously encouraged to take part by contributing valuable views and suggestions that are then transformed into added value for Viking Kağıt. The company achieved savings amounting to more than a million liras by means of suggestions made through the Operational Cost Improvement System. Another development in 2010 that made Viking Kağıt both proud and excited was the special award that it received for its project entry in the Yaşar Group Productivity Competition. I wish to take this opportunity to extend my sincerest thanks personally and on behalf of the Board of Directors to all my colleagues for demonstrating such exemplary participation by sharing their valuable suggestions with us. Viking Kağıt possesses a deep-rooted sense of environmental awareness and seeks to achieve full compliance with all aspects of the legal framework governing environmental issues. The exemplary performance which we have achieved on numerous fronts ranging from waste water discharge to using a high proportion of waste paper in its production is an indication of Viking Kağıt’s sensitivity towards the future of people and the environment. Like the tissue paper sector as a whole, Viking Kağıt is focused on growth. As Turkey undergoes its process of rapid growth and development, we foresee that the tissue paper sector will also be experiencing strong growth in the years ahead as well. In line with this view, Viking Kağıt is unwaveringly committed to the fulfillment of its corporate strategies in order to achieve these goals: • Increase market share by registering growth in all segments • Improve profitability without sacrificing quality in the valuecreation chain • Develop consumer communication and increase customer satisfaction by maintaining the highest level of product quality • Engage in efforts to develop a more effective and productive sales organization as a part of the company’s channel management strategy • Invest in human resource for the sake of sustainable success • Make optimum use of energy and all other natural resources. As one of the most seasoned veterans of Turkey’s tissue paper industry, Viking Kağıt is committed to offering its customers only the very best. With the support of you, our esteemed shareholders, Viking Kağıt will remain firmly on the path of sustainable growth. In closing, I extend my sincerest thanks to our customers for preferring Viking Kağıt quality as well as to all of our other stakeholders. İdil Yiğitbaşı Chairperson of the Board of Directors Management Viking Kağıt was one of the first group of ten concerns selected by the Electrical Power Resources Administration for inclusion in the determination of energy conservation targets. This project, which is based on the principle of voluntary participation, will play a big role in internalizing the concept of energy efficiency while also increasing the company’s contributions to the national economy. In 2010 In 2010 Viking Kağıt remained the sector’s third biggest supplier with an average market share of 7.7%. An important development that took place last year was the introduction of direct sales to the market, a decision which contributed significantly to the company’s market penetration as well as to its profitability. At the same time, Viking Kağıt’s brand architecture was reviewed in light of changing market conditions and consumer demand. The result was a decision to move away from a single-brand strategy in favor of a multibrand, market-driven strategy. This changeover was completed in 2010 with the positioning of three separate brands for three separate target segments. Concurrent with this, greater attention was given to brand communication and the packaging on all of Viking Kağıt’s products was renewed taking new global trends into account. Environment and Sustainability Making effective and productive use of natural resources is our most fundamental responsibility as a good corporate citizen. Energy efficiency is an essential issue and objective at Viking Kağıt and one to which the company gives the utmost attention. Corporate Governance and Financial Information principal reason why Viking Kağıt closed its books for 2010 showing an operating loss. Nevertheless effective collections management and a focus on making direct sales last year played a key role in improving the company’s average collection times, which in turn allowed its cash flow to be managed much more effectively. Chairperson’s Message About Viking Kağıt 7- Viking Kağıt Annual Report 2010 8- Viking Kağıt Annual Report 2010 İdil Yiğitbaşı Chairperson Yılmaz Gökoğlu Deputy Chairperson Mehmet Aktaş Director Hakkı Hikmet Altan Director Ekrem Erdemli Director Hasan Girenes Director Levent Rıza Dağhan Director Chairperson’s Message Senior Management and Board of Auditors About Viking Kağıt 9- Viking Kağıt Annual Report 2010 Ekrem Erdemli General Manager Ahmet Şenyaşa Factory Director Ahmet Oymacı Financial Affairs and Finance Director Barış Yeşil Sales Director Management Senior Management Name Title Appointment Dates and Terms of Office İdil Yiğitbaşı Yılmaz Gökoğlu Mehmet Aktaş Hakkı Hikmet Altan Ekrem Erdemli Hasan Girenes Levent Rıza Dağhan (*) Chairperson Deputy Chairperson Director Director Director Director Director 31.03.2010 – 31.03.2013 31.03.2010 – 31.03.2013 31.03.2010 – 31.03.2013 31.03.2010 – 31.03.2013 31.03.2010 – 31.03.2013 31.03.2010 – 31.03.2013 10.05.2010 – 31.03.2013 In 2010 Terms of Office of the Company’s Directors (*) Levent Rıza Dağhan was elected to a seat on the board to replace Özge Engin, who resigned as of 10 May 2010. Terms of Office of the Company’s Statutory Auditors Name Appointment Dates and Terms of Office Gözde Kınlı Erdem Çakırokkalı (*) 31.03.2010 - 31.03.2011 11.10.2010 - 31.03.2011 (*) At the company’s annual general meeting held on 31 March 2010, Erdem Çakırokkalı was elected to replace K. Coşkun Keskiner as a statutory auditor. Limits of Authority: Under article 13 of the company’s articles of incorporation, the duties, authorities, and responsibilities of the statutory auditors are governed by the principles set forth in the relevant articles of the Turkish Commercial Code. Corporate Governance and Financial Information Environment and Sustainability Limits of Authority: Both the chairperson and the members of the Board of Directors possess the authorities set forth in the Turkish Commercial Code and in articles 10 and 11 of the company’s articles of incorporation. 10- Viking Kağıt Annual Report 2010 Macroeconomic and Sectoral Overview strong growth performance in the economy GDP Growth Rates – Fixed Prices (%) 8.9 0.7 08 09 10 In 2010, the Turkish economy grew by 8.9% which made it the bestperforming economy among all European countries. (4.8) International and national economic review The global economy began to recover in 2010, with both the world and the Turkish economies growing and performing more strongly than expected. Global growth, which is thought to have been on the order of 5% in 2010, is expected to slow down somewhat in 2011 but still be around 4.4%. Although economic growth remained slow in the USA and most European countries last year, overall economic activity was lively in Germany, in Asian countries other than Japan, and in developing market economies such as Turkey. In 2010 the developed countries continued to inject liquidity into their markets through economic support programs while simultaneously seeking to keep their policy interest rates at low levels. The Turkish economy grew by 8.9% in 2010. Having registered year-on rates of growth averaging 6% in 2002-2008, the Turkish economy shrank by some 4.8% in 2009 as a result of the sharp contraction experienced in domestic and foreign demand brought on by the global crisis of 2009. The recovery that got under way in the last quarter of that year however reversed the growth trend to positive and this situation continued into 2010. Due both to strong economic recovery and to base year effects, the Turkish economy registered quarter-to-quarter growth rates of 12% in the first quarter of 2010 and of 10.3% and 5.2% respectively in the second and third. A hefty 9.2% rate in the last quarter brought the overall performance for the year to 8.9%, which made Turkey’s economy the best-performing among all European countries in 2010. This was also the fastest rate of economic growth witnessed in Turkey since 2004. With its relatively (compared with other countries) strong financial structure, healthy banking system, and the potential of a youthful population, Turkey promises to be a strong growth performer in 2011 as well. CPI performance was within targets. Due to the effects of tax increases and continuing high food prices, one-month inflation rates surged in the first two months of 2010. Thereafter they tended to subside for the rest of the year with the 12-month rise in consumer prices ending up at the 6.4% level. The 12-month rate of inflation in the first quarter of 2011 was 4%. For the second half of the year, it is expected that the inflationary outlook will begin to worsen, especially as base effects are eliminated in April, and that it will start to rise again due to the effects of loose monetary and fiscal policies. By the end of the year, it is likely that the 12-month rise in inflation will be around 5.5% or so. CBT: Using interest rate and other market tools to achieve stability In November 2010 the Turkish Central Bank (CBT) lowered its overnight borrowing rate to 1.75% while still holding the line on its policy interest rate. Taking this action to stem a tide of capital inflows, the bank lowered the overnight rate another 25 basis points to 1.50% on 23 March 2011. These tweakings had the effect of driving short-term lending rates down as well with the result that the Turkish lira lost a great deal of its attractiveness for the many international investors who were taking a short-term view. In the last quarter of 2010, CBT launched another round of policy interest rate cuts while simultaneously speeding up its hikes in the banks’ reserve requirement rates in order to impose some order on the expansion in credit that was resulting from lower interest rates. About Viking Kağıt 11- Viking Kağıt Annual Report 2010 Total Imports (USD billion) 09 10 Turkey’s total exports increased by 11.6% in 2010 and reached USD 114 billion. Short-term capital inflows into Turkey nevertheless remained strong in 2010, with a total of USD 10.7 billion worth of foreign liquidity entering the bond & bill market during the 12 months to year-end. Nevertheless, CBT’s loose-money policy worked to keep the interest rates on such instruments low. Indeed the benchmark interest rate on bonds, which was around 9% at the beginning of the year, slipped almost two whole points to 7.1% in December. Turning now to currency markets, the USD/TL exchange rate, which was around 1.45 at the beginning of 2010, rose as high as 1.60 in parallel with a weakened global appetite for risk brought on by concerns about Eurozone countries’ problems with debt. The rate began to fall again when Greece and Ireland were included in the IMF and EU rescue packages. By November, the rate fell below the 1.40 level, only to rebound to 1.55 or so by year-end in response to CBT’s relaxation of its monetary policy. Strong economic growth in 2010 nourished strong demand for imported goods, which pushed the ratio of the current account deficit to GDP up from 2.3% in 2009 to 6.4% in 2010. It is expected that the current account deficit will continue to widen in 2010 and that it will approach the 7% of GDP level. 08 09 10 The rise in total imports that reached USD 186 billion in 2010 was 31.7%. The global economic crisis of 2008-2009 had a huge impact on consumers’ buying decisions and preferences in Turkey–as indeed it did throughout the world. In this process, hypermarkets’ growth languished while development was to be observed in the discount-outlet segment. The “privatelabel brand” tissue paper products offered to customers by discount retailers made a positive contribution to the market’s overall growth. In Turkey, convenience stores and medium-sized groceries are gaining increasing importance for the tissue paper sector, often at the expense of largescale hypermarkets. Among these retailers however, competition is dictated by more traditional conditions and sellers have relatively little maneuvering room insofar as pricing is concerned. In recent years total supply in the tissue paper sector has been greater than demand. This situation is what triggers price competition and what adversely affects the sector’s overall turnover. The tissue paper industry’s turnover, which might have been expected to expand more in light of high growth in terms of sales, was unable to do so in 2010 due to the pressures created by intense competition on price. In 2009-2010, the Turkish tissue paper sector registered an overall growth rate of 3.4%. The fastest-growing category was paper towels (11%) and was followed by toilet paper (2.5%). The paper napkin segment by comparison shrank by 1.2%. The tissue paper sector in Turkey The outlook for the tissue paper sector in Turkey may be summed up as one of high growth potential deriving from presently low consumption. With a tissue paper consumption level of only around 4.3 kgs a person a year, the Turkish market ranks considerably far behind more developed ones. This situation points to significant potential for the sector’s future growth. Price levels in 2010 generally were lower than those of 2009. Despite mounting raw material prices in 2010, the general level of product prices in the Turkish tissue paper market regressed to 2009 values. Price competition between the market’s top two brands contributed significantly to the huge price competition pressures to which the market’s other players were subjected. Such conditions naturally had an adverse impact on the sector’s profitability performance as well. A striking and noteworthy development was the efforts that all of the market’s players began to make from September onwards to boost the general level of prices once again. Management 08 141 In 2010 102 Chairperson’s Message 186 114 Environment and Sustainability 202 132 Corporate Governance and Financial Information Total Exports (USD billion) 12- Viking Kağıt Annual Report 2010 Assessment of 2010 Activities the sector’s third biggest supplier A manufacturer with a strong production, marketing, and sales network In 2010 Viking Kağıt: • Focused on proper brand and product management • Renovated its brand architecture • Achieved a new delivery channel structure with the launching of direct sales • Continued to introduce new products to the market. Given a business climate characterized by the unfavorable conditions resulting from unrelenting and intense price competition and from high raw material price levels, Viking Kağıt nevertheless performed reasonably well. To increase the effectiveness of our market presence Viking Kağıt defined its underlying strategy for 2010 as one of making its market presence more effective by strengthening its financial structure. It achieved this by creating more suitable competitive conditions for itself. The company also took important steps in the direction of increasing the distribution and sales of its branded products. In 2010 Viking Kağıt maintained its position as the sector’s third biggest supplier with an average market share of 7.7%. In order to raise its numerical distribution performance to even higher levels, Viking Kağıt inaugurated its direct sales channel last year. Direct sales not only have greater profitability overall but are also recognized as offering greater opportunities for further market penetration. Management In 2010 Environment and Sustainability Corporate Governance and Financial Information In 2010 Viking Kağıt maintained its position as the sector’s third biggest supplier with an average market share of 7.7%. Chairperson’s Message About Viking Kağıt 13- Viking Kağıt Annual Report 2010 14- Viking Kağıt Annual Report 2010 In 2010 Viking Kağıt revamped its brand architecture in line with its decision to move away from a single-brand strategy in favor of a multibrand, market-driven strategy. 3 different brands different segments Lily, Senso, Select In Viking Kağıt’s new branding strategy, “Lily” is the main brand and “Senso” is positioned as the second-tier, economical brand. “Select” continues to supply professional products to the “away-fromhome” market. Lily, Senso and Select Viking Kağıt supplies the market with toilet paper, paper towel, napkin, and facial tissue products in separate categories under the Lily, Senso, and Select brand names. In the case of Lily, the company adheres to a branding strategy not otherwise used in the sector in which it supplies subbranded products specifically targeted at the premium, upper-middle, and lower-middle market segments. In 2010 Viking Kağıt maintained its position as the sector’s third biggest supplier, in terms of average market share. Bolstering its presence in a market made more competitive with the entry of new rivals, the Lily brand was particularly important to Viking Kağıt’s efforts to solidify its position. Viking Kağıt’s goal is to strengthen brand perceptions in consumers’ minds with Lily as its leading label. In the company’s branding strategy, Lily is the main brand and Senso is positioned as the second-tier, economical brand. Product categories and sub-brands created under both of these make it possible for the company to reach a much broader target audience. In contrast with this, the Select brand focuses on supplying professional products to the away-from-home market. In 2010 the company controlled market shares (in terms of sales volume) of 6.6% in toilet paper, 4.3% in paper towels, and 7.9% in paper napkins. Viking Kağıt’s share of the private label (also known as “house brand”) segment continued to grow faster than the sector’s average last year. In 2010 Viking Kağıt booked sales amounting to 35,756 tons. The tissue paper group accounted for a 70% share of the company’s total sales last year. In 2007 Viking Kağıt began manufacturing private-label products on a contractual basis. Since then, the company has been offering optimized price, quality, and service solutions as a supplier of house brand products to some of the leading players in Turkey’s retailing sector. The “Senso Pufla” line that was introduced to the market in 2010 gave Viking Kağıt a big advantage from the standpoint of increasing its numeric distribution of goods especially to traditional small retailers. Similarly the “Lily Dolgun” subbrand launched in late 2010 is introducing to the market a new product whose thicker-ply composition of virgin + de-inked (recycled) pulp provides greater absorbency and durability than standard two-ply products. R&D and design work on the “Lily Dolgun” line of toilet papers and paper towels was completed in 2010. In the creation of these products, which we plan to put on the market in 2011, attention was focused on the issues of durability and absorbency, two qualities which consumers say they give the most attention to. With demand in the AFH segment continuing to grow all year long, manufacturers sought to strengthen their market positions with a variety of products and accessories. The aim in this was to make turnover and profit gains by offering goods that went beyond standard ones. Under the heading of portfolio optimization, in 2010 Viking Kağıt redesigned the packaging of all of its products. Higher raw materials prices Significant rises in raw materials prices that began in early 2010 continued all year long. This had a serious impact on the cost of goods manufactured by the sector. At the same time however, heightened competition and efforts on the part of the sector’s players to increase market share prevented the implementation of policies that might have kept prices at levels capable of covering costs. This situation was the principal reason why Viking Kağıt closed its books for 2010 showing an operating loss. Nevertheless effective collections management and a focus on making direct sales last year played a key role in Under the heading of channel management strategies, Viking Kağıt engaged in efforts to improve the effectiveness and productivity of its sales organization. To this end, it sought to achieve greater order by strengthening discount management in the retail channel while also grouping points of sale into functional categories. For neighborhood grocery and convenience stores, which account for the biggest share of tissue paper sector sales in Turkey, the company successfully implemented a policy of increasing sales turnover by means of regularly-supplied house-brand products to such outlets during the year in order to build up long-term business relationships with them and create a closer working environment. Goods whose sales were low and underachieving were removed from the product line while attention was focused on making sales that contributed towards manufacturing productivity. The ratio of direct sales to total sales was increased and this contributed significantly towards profitability. Management Viking Kağıt’s channel management strategy and sales performance In 2010 Viking Kağıt focused on a strategy of profitable channel management and made efforts to prevent possible losses in the face of competition. Consideration was given to a variety of strategic options such as reducing the volume of private-label output and giving more attention to the company’s own (branded) products. New additions were also made to the latter category of goods last year. In 2010 In the restructuring, which took place in the last quarter of 2010, three separate brand positions were adopted in three different segments of the tissue paper products market. In this new, segment-based brand architecture, products incorporating features specific to target audiences were supplied to the market with appropriate price structures and brand communication and marketing plans. Environment and Sustainability improving the company’s average collection times, which in turn allowed its cash flow to be managed much more effectively. This greater effectiveness in cash management played an important role in reducing Viking Kağıt’s borrowing requirements. Corporate Governance and Financial Information Changes in Viking Kağıt’s brand architecture and new products In 2010 Viking Kağıt revamped its brand architecture in line with its decision to move away from a single-brand strategy in favor of a multibrand, market-driven strategy. Chairperson’s Message About Viking Kağıt 15- Viking Kağıt Annual Report 2010 16- Viking Kağıt Annual Report 2010 Despite shrinking foreign demand due to global economic crisis conditions in 2010, Viking Kağıt nevertheless succeeded in increasing the quantities of its sales. Leading indicators concerning Viking Kağıt’s sales performance are presented below. 30% The most noticeable year-on change in Viking Kağıt’s sales took place in the private label segment. In 2009 sales to this segment accounted for a 37% share of the company’s net sales; in 2010, this was down to 27%. The reduction of the share of private-label sales in total sales helped support Viking Kağıt’s AFH and direct sales. in 2010 share of turnover provided by exports Toilet paper products’ share in total: 37.8% In 2010 toilet paper products accounted for a 37.8% share of the company’s total gross sales. These were followed in second place by semifinished tissue paper products at 30.1%. 2010 sales Quantity (tons) Gross sales (TL) Domestic sales 24,973 101,541,630 Foreign sales 10,783 23,332,845 Total 35,756 124,874,475 In the consumer products segment, which accounts for a 70% share of the Turkish market on a quantitative basis, Viking Kağıt-branded products commanded a 7.7% market share. For 2011, the company intends to raise its market share in this segment to 8.5%. In 2011 Viking Kağıt will continue to focus its attentions on further developing its brand image through new brand architecture, new packaging, and intensive communication activities. In addition, the company will also be following strategies to increase market share, to the degree that its manufacturing capacity permits, through communication in the “at home” segment while also seeking to bolster its market share in the medium term. Breakdown of Sales in 2010 (by volume) Paper Towels 15.5% Semi-Finished Tissue Paper 30.1% Napkins 16.6% Toilet Paper 37.8% The company’s biggest export market is the UK, which takes a 60% share of the goods that Viking Kağıt ships abroad. These consist largely of semifinished products. In keeping with the requirements of the company’s international customers, at least half of its exports are manufactured from recycled paper. With a 21% share, Viking Kağıt’s second biggest export market is Azerbaijan. Viking Kağıt deploys the Lean Six Sigma method in its ongoing efforts to: • Achieve excellence in all of its business processes • Raise operational productivity • Increase customer satisfaction • Sustain its competitive edge • Strengthen its market position • Increase its profitability. Management Exporting to 23 countries Despite shrinking foreign demand due to global economic crisis conditions in 2010, Viking Kağıt nevertheless succeeded in increasing the quantities of its sales. The USD 15.5 million worth of export sales which the company booked not only accounted for 30% of its total sales but also maintained its standing as the member of the Yaşar Group with the highest export turnover. Developments in Operational Cost Improvement and Lean Six Sigma projects Accelerating its efforts to maintain its competitive strength, to achieve a stronger market presence, and to increase the company’s profitability, in 2010 Viking Kağıt continued with the process improvement activities that it is carrying out under the “Lean Six Sigma” projects that it first launched in 2008. Lean Six Sigma is the most comprehensive and powerful methodology available today to design and improve processes and products that are best capable of satisfying customer expectations in the most effective way possible. Under the heading of Lean Six Sigma, in 2010 Viking Kağıt completed a total of eight “2nd wave” projects as a result of which it gained three Black Belt and five Green Belt qualifications. In 2010 Developments in distribution channels Viking Kağıt supplies its products to final consumers through two primary distribution channels: dealerships and national chains. Taking the highly competitive nature of the dealership channel into account, attention there was focused on sales targets while a growth strategy was adhered to particularly in the case of away-from-home consumption. The guarantee structure in the dealership system was strengthened while noteworthy improvements were made in Viking Kağıt dealers’ infrastructures. In the national chains channel, the company adhered to a strategy that took profitability into account while also being mindful of competition. Chairperson’s Message About Viking Kağıt 17- Viking Kağıt Annual Report 2010 Corporate Governance and Financial Information Environment and Sustainability In 2010 Viking Kağıt once again was recognized by the Aegean Region Chamber of Industry for its contributions to the regional economy through its export sales. This is the eleventh year in a row that the company has been awarded this distinction. 18- Viking Kağıt Annual Report 2010 In December 2010 Viking Kağıt was granted Forest Stewardship Council Chain of Custody (FSC CoC) management system certification. Viking Kağıt is the only paper & cardboard manufacturer in Turkey to have received this award. During the company’s “OCI Suggestion Weeks” in 2010, a total of 117 operational cost improvements (OCI) were made, of which 22 were deemed to be worthy of recognition and reward. The more than 150 suggestions registered in the OCI system so far generated savings worth more than TL 1 million for Viking Kağıt in 2010. As it does every year, Viking Kağıt took part in the Yaşar Group’s “Productivity Competition” in 2010. The company’s “Paper Production Process Cost Improvement Project”, which achieves savings of more than TL 1.25 million, was awarded a special prize. Human resources who are active participants and are open to development As a member of the Yaşar Group of Companies, Viking Kağıt believes that the human element is the factor that binds together its success. The company bases its human resources policies and practices on its awareness of the value that is to be given to the human element and it applies and maintains them in such a way as to further develop its competitive strength. Seeking to enhance process effectiveness and productivity by combining advanced technology with appropriate human resources, Viking Kağıt believes that training, knowledge, and experience are the best possible guides. Viking Kağıt’s human resources policy is based on the principles of supporting and developing employees through in-house training that focuses on the company’s goals and organization and of improving employment conditions in new positions that are to be created in line with this. In keeping with this policy, a total of 3,930 hours of professional, personal development, and leadership training was provided to company employees at Viking Kağıt during 2010. Average training time per person was 16 hours. In addition to this training, newly-recruited company personnel were provided with a total of 4,500 hours of orientation and on-the-job training. Attention is continuously given to the educational backgrounds of new hires. One result of this is that 91% of the company’s blue-collar workers were in the “qualified labor” category in 2010, a one-point improvement over the 90% level that existed in 2009. The final stage was reached in the project to incorporate dealerships into the SAP system that was begun in 2010. This project, which will become operational in 2011, will make it possible to perform company dealership stock and customer analyses and to keep better track of market developments. Another industry first: Forest Stewardship Council Chain of Custody Management System certification Viking Kağıt shapes its quality policy on the foundations of continuously improving processes and product and service quality and of protecting the environment in all of its activities. Viking Kağıt was the first privately-owned concern in its sector to be audited and awarded internationally recognized ISO 9001:2000 Quality Management System certification. The ISO 9001:1994 Quality Management System certificate originally granted by BVQI in 1997 was updated in 2003 to a ISO 9001:2000 Quality Management System certificate, which is process-based and which also takes into account “decisions based on achieving continuous development and quantification.” Viking Kağıt gives priority to management by The company’s quality and process target performance is continuously recorded and monitored. Such data undergo management reviews at meetings which are held every six months and during which any measures are taken as necessary to deal with any deviations. Management In December 2010 Viking Kağıt was granted Forest Stewardship Council Chain of Custody (FSC CoC) management system certification, thereby becoming the first paper and cardboard manufacturer in Turkey to have received this award. FSC CoC is a management system that focuses on all aspects of the processing, conversion, manufacturing, distribution, and other activities involving raw materials originating in forests as they move from well-managed forests to the consumer. In 2010 Developments in information technologies During 2010 Viking Kağıt took part intensively in the information technology activities being conducted throughout the Yaşar Group, during which it worked on projects to make improvements both in the management information system and in systems processes in general. Environment and Sustainability objectives, to ongoing development and improvement, and to customer satisfaction by ensuring that such issues also serve as input for its ISO 9001 Quality Management System processes. Corporate Governance and Financial Information A variety of social and cultural activities are conducted among employees with the aims of increasing motivation and communication and of achieving more productive work results. Chairperson’s Message About Viking Kağıt 19- Viking Kağıt Annual Report 2010 20- Viking Kağıt Annual Report 2010 Environment and Sustainability exemplary performance for the future of people and the environment Viking Kağıt has been a member of the Environmental Protection and Packaging Waste Recovery and Recycling Trust (ÇEVKO) since 2005. In collaboration with that organization, the company had packaging materials (polyethylene, paper, cardboard) corresponding to 37% of those on the goods it supplied to market collected and returned to economic use. The company has set itself packaging material recycling/ recovery performance targets of 38% and 40% for 2011 and 2012 respectively. Viking Kağıt takes great pains to remain in the strictest compliance with all current Environment and Forestry Ministry regulations as they pertain to such matters as packaging waste control and hazardous waste control. Viking Kağıt energy policy and developments in 2010 As a member of an industry whose manufacturing operations are quite energy-intensive, Viking Kağıt engages in an ongoing effort to reduce the amount of energy that it must use. Social responsibility activity highlights at Viking Kağıt • In 2010 the company provided study scholarships to four students through the Yaşar Education and Culture Foundation. Management Under the heading of energy efficiency activities carried out at Viking Kağıt in 2010, energy conservation work on its PM1 paper machine reduced the amount of energy consumed per ton of output by 12%. Valve jackets that were also installed on all the steam transport lines at the factory are expected to prevent heat losses on the order of 347,000 kcal/hour. In 2010 Between 2007 and 2010, Viking Kağıt reduced the amount of water that it needed to produce a ton of paper by about 30%. Viking Kağıt is the only company in its sector to sign such an agreement, which it did as soon as the law was passed. The company was also one of the first ten industrial concerns to do so as well. In 2009 Viking Kağıt applied to join the Electrical Power Resources Survey and Development Administration’s project to voluntarily reduce energy-intensive activities and an agreement was signed with that administration. Under this agreement, Viking Kağıt will attempt to reduce its overall energy density by 11% by the end of 2012. • Professional education traineeship positions were provided for 26 high school and university students. • Field trips to factories were organized for primary and middle-school pupils, who were also provided with information about the use and recycling of tissue paper. Support was provided for recycling-related projects created by students at private schools. Environment and Sustainability Viking Kağıt first added a biological treatment plant to its existing waste paper processing and chemical treatment plants back in 1997. Thanks to the microorganisms in the biological treatment unit, the chemical oxygen demand (COD) of the company’s discharged wastewater is reduced by as much as 75% to bring it within legally required limits. Viking Kağıt volunteered to take part in a statutorily created “National Project To Reduce The Level Of Energy Use In Industry Through Voluntary Agreements” and throughout 2008, the company was involved in pilot studies conducted by a group of private sector, government, and international consultants. Corporate Governance and Financial Information To reduce environmental impact and make efficient use of resources Viking Kağıt seeks to dispose or recycle waste in the most appropriate way possible through effective waste management and waste classification. By taking the approach of simultaneously engaging in a number of dialogues, the company examines and assesses the compliance of its own suppliers with the requirements of environmental safety systems. The company awards additional points to suppliers who are themselves in possession of ISO 14001 Environmental Management System certification. Chairperson’s Message About Viking Kağıt 21- Viking Kağıt Annual Report 2010 22- Viking Kağıt Annual Report 2010 Corporate Governance and Financial Information 23 24 31 32 84 Agenda of the Annual General Assembly Meeting Corporate Governance Principles Compliance Report Statutory Auditors’ Report Independent Auditor’s Report Information for Investors 23- Viking Kağıt Annual Report 2010 About Viking Kağıt Agenda of the Annual General Assembly Meeting 1. Electing the Presiding Committee. 3. Reading and deliberating the Board of Directors’ annual report, the statutory auditors’ report, and the independent auditor’s report. 4. Approving the balance sheet and profit & loss statement for 2010 that was sent to the Capital Markets Board and to the İstanbul Stock Exchange; acquitting the company’s directors and statutory auditors of their fiduciary responsibilities. 5. Approving the independent auditors chosen by the Board of Directors and their term of duty. Chairperson’s Message 2. Authorizing the Presiding Committee to sign the minutes of the meeting. 6. Approving the director chosen to fill vacancy on the Board of Directors and determining his terms of office. 7. Deliberating and voting on the salaries to be paid to members of the Board of Directors. 9. Deliberating and voting on the salaries to be paid to the statutory auditors. 10. Submitting, pursuant to article 324 of the Turkish Commercial Code (TTK:324) and as required by Capital Markets Board resolution 31/876 dated 9 October 2009, for the information of the general assembly a matter pertaining to our balance sheet dated 31 December 2010 that was prepared in accordance with formats specified in CMB communique XI:29 concerning financial reporting standards in capital markets and international financial reporting standards (SPK Communique XI:29 IAS/ IFRS) and by the Capital Markets Board. Management 8. Determining the number of statutory auditors pursuant to article 13 of the company’s articles of incorporation; electing statutory auditors to replace those whose terms of office have expired and determining their terms of office. 11. Informing shareholders, pursuant to Capital Markets Board ruling 28/780 dated 9 September 2009, about guarantees, pledges, or mortgages that have been granted by the company in favor of outside parties as well as about any income and benefits that may have been acquired on account of such guarantees, pledges, or mortgages. 13. Deliberating and voting on matters pertaining to the year’s profits. 14. Authorizing the Board of Directors pursuant to articles 334 and 335 of the Turkish Commercial Code. In 2010 12. Informing shareholders about any donations that were made during the year. Corporate Governance and Financial Information Environment and Sustainability 15. Petitions. 24- Viking Kağıt Annual Report 2010 Corporate Governance Principles Compliance Report Corporate Governance Principles Compliance Report 1) Statement of compliance with corporate governance principles During the reporting period ending 31 December 2010, Viking Kağıt ve Selüloz A.Ş. (“the company”) complied with and implemented the corporate governance principles published by the by Capital Markets Board (“CMB”) except for the matters indicated immediately below: a) Cumulative voting method b) Independent directors c) Representation of minority shareholding interests on the Board of Directors The details of and justifications for such partial or total non-compliance are indicated in the appropriate sections of this report. Assessments and studies are being conducted as necessary in areas in which the company is not in full compliance with CMB corporate governance principles. As matters currently stand, the company is of the opinion that such non-compliance does not lead to any material conflicts of interest. Part I: Shareholders 2) Investor Relations Department The duties (1) of managing the exercise of shareholders’ rights and maintaining communication between shareholders and the Board of Directors and (2) of conducting procedures pertaining thereto in compliance with CMB corporate governance principles are fulfilled by the Office of the Capital Markets Coordinator. Information about the Shareholder Relations Unit is provided below. Capital Markets Coordinator: Senem Demirkan Tel: (0 232) 482 2200 Fax: (0 232) 489 1562 Email: [email protected] Capital Markets Coordinator Senem Demirkan is in possession of all certifications issued by CMB and is also responsible for coordinating matters involved (1) in the fulfillment of company obligations arising from capital markets laws and regulations and (2) in corporate governance practices. The duties of the Investor Relations Department are listed below. • Ensure that records pertaining to shareholders are maintained in a reliable, secure, and up-to-date manner. • Respond to shareholders’ written requests for all information about the company except that which has not been publicly disclosed or is confidential and/or in the nature of a trade secret. • Ensure that General Assembly meetings are conducted in accordance with the requirements of current laws and regulations and of the company’s articles of incorporation and other bylaws. • Communicate with other units of the company and ensure that documents which shareholders may find useful at General Assembly meetings are prepared. • Ensure that records are kept of the results of voting at General Assembly meetings. • Supervise all issues related to public disclosures as required by law and the company’s public disclosure policy. • Ensure that investor relations activities are properly conducted. Having obtained the views of other units when necessary and in coordination with such units, the Investor Relations Department is responsible for providing shareholders and potential investors with information about the company’s activities, financial standing, and strategies, with the stipulations that it may not divulge any information which is confidential and/or in the nature of a trade secret and that it must not do so in any way that might lead to information asymmetry and for managing communication moving on both directions between shareholders and company managers. Within the framework of these duties, during 2010 the unit responded to more than 100 questions that were received from shareholders by telephone and email. 25- Viking Kağıt Annual Report 2010 About Viking Kağıt Corporate Governance Principles Compliance Report The fundamental principle in shareholders exercising their right to obtain information is that there should be no discrimination among shareholders. All information and documents that shareholders may need to exercise their shareholders’ rights in a sound manner are made equally available to all shareholders on the company’s corporate website. During 2010 every possible effort was made, under the supervision of the Investor Relations Department, to respond to requests for information received from shareholders within the framework of the requirements of capital market laws and regulations and without delay. Such requests for information are generally about such issues as General Assembly meeting dates, interim financial results and developments in the sector. All requests for information, except in the case of information that was in the nature of a trade secret and information that it was deemed to be in the company’s interest to keep confidential, were responded to without making any distinctions among shareholders and in line with any statements that may previously have been made within the framework of capital market laws and regulations. Developments that might affect the exercise of shareholder rights dictated by the Turkish Commercial Code and by CMB regulations were publicly disclosed through material disclosures, “Investor Relations” section of the company’s website, newspaper advertisements, and mailings. Chairperson’s Message 3) Shareholders’ exercise of their right to obtain information The 2009 annual General Assembly meeting took place during 2009 on 31 March 2009. At ordinary and extraordinary General Assembly meetings, shareholders (or their proxies) representing at least a simple majority of the company’s capital must be present and decisions must be passed by a simple majority of those present at the meeting. If the quorum required for meeting quorum does not exist, a second meeting is held at which decisions are taken according to the quorum and majority requirements stipulated by the Turkish Commercial Code. At the 2009 annual General Assembly meeting, 64.88% of the company’s capital was represented and voted. During these meetings, no attending shareholders or their proxies advanced any motions and all questions that were raised were responded to by the Presiding Committee during the meeting. No other stakeholders or media representatives attended these meetings. Invitations to the meetings were made by the Board of Directors. In addition to shareholders, representatives of the independent auditors were also sent written invitations to attend the meetings. Company General Assembly meeting announcements were published in Türkiye Ticaret Sicili Gazetesi fifteen days (not including the announcement and meeting dates) prior to the meeting date. They were also published in the corporate website and in local newspapers. Shareholders whose addresses were on record with the company were sent letters in which they were informed about the meeting date, location, and agenda. Profit distribution proposals that the Board of Directors intends to submit to General Assembly meetings as well as the identity of independent auditors selected by the Board of Directors are publicly disclosed in material disclosures. In 2010 4) Information about General Assembly meetings Management A request to have a special auditor appointed is not an individual right provided for under the company’s articles of incorporation. No request for the appointment of a special auditor was received during 2010. The company’s articles of incorporation contain no provisions requiring that decisions concerning such matters as demergers or acquiring, selling, or leasing significant assets be taken at a General Assembly meeting. Such decisions are made by the Board of Directors, on which 64.12% of the company’s shareholders are represented, in the board’s ordinary conduct of the company’s business and taking into account CMB regulations and the requirements of commercial and tax law. Such decisions are publicly disclosed as material disclosures. In addition to the effective use of the communication channels referred to above in order to facilitate shareholders’ participation in General Assembly meetings, a variety of conveniences are provided to make it possible for shareholders to reach the places where General Assembly meetings are held. General Assembly meeting minutes are always kept available for shareholders’ inspection at the company’s headquarters. In addition, the minutes of General Assembly meetings held during the most recent five years are accessible from the “Investor Relations” section of the company’s corporate website located at www.viking.com.tr. Environment and Sustainability The company’s annual report is made available to shareholders at the company’s headquarters and on its corporate website as of fifteen days before a meeting date. During General Assembly meetings, issues on the agenda are explained impartially and in detail so as to be clear and intelligible. Shareholders are given equal opportunities to express their thoughts and to ask questions and a healthy climate of debate is created. There are no special rights involved in nominating candidates for seats on the Board of Directors. The company’s articles of incorporation contain no provisions preventing non-shareholders to vote by proxy as an appointed representative. Without prejudice to the special provisions of the relevant legislation and articles of incorporation, voting is conducted through open ballot and by raising hands during the General Assembly meeting. Upon request by shareholders, the voting procedure will be determined by the General Assembly meeting. There are no other companies in which the company has a cross-ownership. There are no independent directors. (Refer to article 18 concerning board of directors membership.) Minority rights are not represented on the Board of Directors. Minority Corporate Governance and Financial Information 5) Voting rights and minority rights 26- Viking Kağıt Annual Report 2010 Corporate Governance Principles Compliance Report rights and their exercise within the company are subject to the governance of article 11 of the Capital Markets Law, as is the case with all publicly-held companies. The company’s articles of incorporation currently contain no provisions allowing the use of the cumulative voting method. 6) Dividend payment policy and timing Shareholders of preferred stock do not have any privileges applicable to dividends. The company’s general policy with respect to dividends is to distribute its net profit having taken into account the company’s financial position, investments that are to be made and other funding requirements, the sector’s current circumstances, the economic environment, and the requirements of capital market and tax laws and regulations. However the actual amounts of profit to be distributed are determined every year taking all of the issues cited above into consideration. The company has formulated a Dividend Policy in line with the CMB’s resolution of 27 January 2006 and it has publicly disclosed this policy by announcing it at a General Assembly meeting. According to the company’s articles of incorporation, advances on dividends may be paid provided that they are authorized by the Board of Directors and a general assembly of shareholders and on condition that they comply with article 15 of the Capital Markets Law and pertinent CMB regulations. The methods and processes whereby profits are distributed are governed by Capital Markets Board regulations and by the relevant provisions of the company’s articles of incorporation. In line with the dividend policy determined for each business year, a Board of Directors resolution is passed and then publicly disclosed by means of a material disclosure. Decisions that the Board of Directors makes concerning profit distributions are presented to the General Assembly for approval. The amounts of dividends so approved are paid out to shareholders within the period of time determined at the General Assembly meeting subject to the provisions of CMB communique IV:27. No dividends were paid in 2010 as the company did not show a profit in 2009. 7) Transfer of shares The company’s articles of incorporation contain no provisions restricting the transfer of shares. Part II: Public disclosures and transparency 8) Company disclosure policy In all matters pertaining to its public disclosures the company complies with the requirements of the Capital Markets Law and of İstanbul Stock Exchange regulations. The “Disclosure Policy” prepared for the purpose of keeping the public informed and approved by the Board of Directors is publicly disclosed on the company’s corporate website located at www.viking.com.tr. The Board of Directors has both the authority and the responsibility for formulating, supervising, reviewing, and developing the company’s disclosure policy. The Corporate Governance Committee and the Investor Relations Department provide information and make recommendations to the Board of Directors concerning the company’s disclosure policy. The chairperson of the Board of Directors and the general manager as well as other officers whom the board or the general manager deem to be appropriate may make public statements to the written and visual media and to data distributors. Questions which those involved in capital markets ask the company are responded to in writing or verbally by the Investor Relations Department. Principles governing the disclosure of forward looking information are defined in the company’s disclosure policy. 9) Material disclosures Fourteen material disclosures were made during 2010. One of these disclosures was sent in response to requests for information made by the İstanbul Stock Exchange. The company was not involved in any violations of public disclosure requirements. The company’s material disclosures are prepared by the Investor Relations Department and are publicly disclosed after having been signed by those who are authorized to do so in the company’s disclosure policy. Pursuant to CMB regulations, all of our special circumstance announcements have been published exclusively in electronic format via our Public Disclosure Platform since 2010. The company’s shares are not listed on any foreign exchange and for that reason the company is not encumbered by any other additional public disclosure obligations. 10) The company’s corporate website and its content The company’s corporate website is located at the address of www.viking.com.tr. It is structured in the format and content as required in the section titled “Principles and Means of Public Disclosure” article 1.11.5 of the Corporate Governance Principles. The company’s website is available in both Turkish and English and it is actively used. The company continuously improves and upgrades the services provided by its website. 27- Viking Kağıt Annual Report 2010 About Viking Kağıt Corporate Governance Principles Compliance Report 11) Disclosure of ultimate controlling shareholder(s) Shareholder Yaşar Holding A.Ş. Yaşar Dış Ticaret A.Ş. Pınar Su Sanayi ve Tic. A.Ş. Others Total Share Amount (TL) 24,231,369.82 738,461.64 676,923.17 14,353,245.37 40,000,000.00 Share (%) 60.58 1.85 1.69 35.88 100.00 Chairperson’s Message The company’s shareholder structure as of 31 December 2010 is shown below. As may be seen from the above, Yaşar Holding A.Ş. controls a 60.58% stake in the company’s capital. Yaşar Holding A.Ş. is subject to the direct and indirect control of members of the Yaşar family. 12) People in access to insider information • All company board members and statutory auditors • Ekrem Erdemli (General Manager) • Ahmet Oymacı (Director of Financial Affairs and Finance) Management The individuals who were in a position to have access to insider information as of the date of this report are indicated below. Such individuals are publicly disclosed in every annual report and on the company’s corporate website. • Ahmet Öncel (Accounting Manager) • Özgür Çalımcıoğlu (Accounting Team Leader) • Ali Çiçekli (Chief Independent Auditor (Responsible Partner)) • Independent auditing firm personnel Part III: Stakeholders Stakeholders are kept informed about all matters concerning the company other than those which are in the nature of a trade secret through CMB material disclosures within the framework of CMB regulations, commercial law, competition law, tax law, and contract law. In 2010 13) Disclosure to stakeholders Stakeholders’ involvement in company management is achieved by allowing motions to be advanced at General Assembly meetings. Company employees may submit suggestions to senior management through normal communication channels. Additionally and under a program that was introduced in 2004, free discussion meetings are held which personnel from every level may take part in and share their views and suggestions with management. 15) Human resources policy The fundamental mission of the company’s human resources policy is to ensure the management of human resources who are innovative, who are committed to the principle of total quality, and who contribute towards the company’s competitive advantage by easily adapting to change and development. The company’s basic human resources policies are clearly in the company’s Personnel Regulations, which are issued to all employees against their individual signature. In addition to basic policies, these regulations also contain information about working hours, hiring principles and processes, termination, and discipline. Basic human resources policies a) Staffing at the company is determined according to the criteria of business economics. All employees agree that honorable employment is only possible through productive work. Corporate Governance and Financial Information 14) Stakeholder participation in management Environment and Sustainability Meetings are conducted at which company employees are provided with information about the company’s current circumstances. Semiannual management review meetings are also held in which the company’s team leaders, engineers, and key personnel take part. In other situations when it is necessary to provide additional information, announcements are made by means of employee bulletin boards set up within the company. Meetings are also held with customers and suppliers at which information is provided concerning material disclosures made about the company. 28- Viking Kağıt Annual Report 2010 Corporate Governance Principles Compliance Report b) The company conducts intramural and extramural training programs within the framework of plans that are devised for each level in order to ensure the progression of its employees. c) The company is mindful of equality of opportunity in all promotions and appointments throughout its organization. As a matter of principle, appointments are made from among the company’s own personnel. d) By means of a career planning system in which progression plans are implemented, employees who have potential are provided with the broadest possible opportunities for advancement. e) Employees’ performance is evaluated on the basis of their fulfillment of targets and their competencies. f) Job descriptions and performance standards are documented for positions at every level from the highest to the lowest and these serve as the basis for employee evaluations. g) Employee opinion surveys are conducted regularly every year, at which time employees are asked for their views about such issues as working conditions, management, social activities, compensation, training, performance evaluation, career planning, participatory management, and company satisfaction. Improvements are made in line with the feedback that is received in this way. h) A safe workplace and safe working conditions are a matter to which the company gives great importance. Under the company’s occupational health and safety regulations, all legally mandated measures are taken to prevent occupational risks, ensure health and safety, and eliminate risk and accident factors. An ongoing effort to make improvements is carried out through regularly conducted safety meetings. i) An essential principle at the company is that all employees will be treated equally and without making any distinctions among them with respect to language, race, color, sex, political beliefs, philosophy, creed, religion, sect, or similar reasons. Due measures have been taken to protect these basic employee rights. There are no employee representatives at the company. All employees are kept informed about company procedures, organizational changes, changes in rights and benefits, and other practices and decisions that may affect them by means of regulations and announcements prepared within the framework of the company’s prescribed announcement regulations as well as via the company intranet and bulletin boards. Neither Viking Kağıt’s management nor its human resources department has ever received any complaint from employees about discrimination. 16) Information about relations with customers and suppliers As a requirement of its ISO 9001:2008 Quality Management System certification, a “customer satisfaction walkthrough procedure” has been formulated at the company. Under this procedure, whenever a customer complaint is received it is forwarded to the Quality Assurance Department. The complaint is investigated and, if need be, visits are made to the customer’s premises to deal with the issue and to provide technical service in an attempt to resolve the problem. If the customer’s complaint is justified, goods are taken back or the customer’s losses are compensated for by means of commercial benefits. A “customer satisfaction poll” is conducted once a year to determine how customers perceive the company. In dealing with its suppliers, Viking Kağıt’s approach is that of a “business partnership”. Suppliers are notified whenever there are any deviations in input quality control. Joint meetings are held when necessary and corrective measures are planned as may be required. 17) Social responsibility In 2010 scholarships for four students were provided through the Yaşar Education and Culture Foundation; professionalcapacity traineeship positions were provided for 26 high school and university students; factory field trips were organized for primary and middle school pupils during which participants were given information about tissue paper use and recycling; and students attending private schools were given support for their projects concerning paper recycling/deinking. Part IV: Board of Directors 18) Structure and formation of the Board of Directors; independent directors Within the framework of the requirements of laws and regulations and of the company’s own articles of incorporation, internal regulations, and policies, the Board of Directors represents the company and exercises such authorities and fulfills such responsibilities as have been given to it by shareholders assembled in a General Assembly meeting. The members of the company’s board of directors are identified below: İdil Yiğitbaşı Yılmaz Gökoğlu Mehmet Aktaş Hakkı Hikmet Altan Ekrem Erdemli Hasan Girenes Levent Rıza Dağhan Chairperson Deputy Chairperson Director Director Director Director Director 29- Viking Kağıt Annual Report 2010 About Viking Kağıt Corporate Governance Principles Compliance Report • The company’s general manager is Ekrem Erdemli. • The ability of company directors to engage in the activities set forth in articles 334 and 335 of the Turkish Commercial Code are subject to the approval of the general assembly of shareholders. With the exception of those activities, there are no other limitations imposed on what board members may do. 19) Qualifications of company directors In the selection of company directors, attention is given to structuring the board in such a way as to maximize its influence and effectiveness. While there are no specific qualifications spelled out in the company’s articles of incorporation to accomplish this, in principle attention is given to electing directors who satisfy the criteria spelled out in articles 3.1.1, 3.1.2, and 3.1.3 in section IV of Corporate Governance Principles published by the Capital Markets Board. A Corporate Governance Committee that was formed at a meeting of the company’s board held on 13 March 2006. Board members are provided with guidance and compliance review in line with changes and developments that take place. Chairperson’s Message • There are no independent members of the Board of Directors. The company’s mission is to “supply tissue paper products which enhance the quality of life of society through the hygiene and practicality that they provide and which make everyday living more convenient.” The company’s mission is to “rank among the country’s leading concerns as an organization which continuously develops and keeps pace with change in the tissue paper products sector, which give importance to environment and health awareness, and which creates value for its customers and employees.” The activities and results pertaining to the basic strategies that make it possible to achieve this mission and vision are regularly monitored and assessed by the Board of Directors. Management 20) Mission, vision, and strategic goals of the company 21) Risk management and internal control mechanisms The Board of Directors essentially supervises activities related to risk management through the committee that is responsible for audit. In its fulfillment of these functions, this committee makes use of the findings of the department of financial affairs and finance and of the organizations that are responsible for independent auditing and for certified accountancy. 23) Operating principles of the Board of Directors The operating principles of the Board of Directors are spelled out as follows in article 12 of the company’s articles of incorporation: The Board of Directors shall convene as the company’s affairs may require. Board of Directors meetings shall be held at the company’s headquarters; however they may, with the unanimous written consent of board members, also be held at some other location in Turkey or abroad. The Board of Directors shall convene upon a summons in the form of a written request made by its chairperson, by its deputy chairperson, or by any member. Notifications of meetings shall be sent out by registered airmail at least one week in advance and these announcements shall contain an agenda indicating the individual matters that are to be discussed. Board of Directors resolutions require an absolute majority of all board members’ votes. Even if a meeting is convened with a majority of the members, decisions must still be approved by the unanimous consent of votes representing a majority of the board’s full membership. At least the chairperson or a managing director must be present at board meetings. So long as no member demands that a meeting be held, decisions pertaining to some specific issue may, upon a written proposal by one or more members, be approved with the unanimous written consent of the board’s full membership. The provisions of article 330 of the Turkish Commercial Code shall apply with respect to matters not otherwise dealt with in this clause. Environment and Sustainability The power to administer the company and to represent and bind it with respect to outside parties resides with the Board of Directors. The Board of Directors may appoint one or more managing directors from among its membership. The Board of Directors may delegate its own powers of administration and representation to one or more managing directors or to managers who need not be shareholders themselves. In order for any documents issued or contracts entered into by the company to be valid, they must bear the signatures, placed below the company’s legal name, by a board chairperson or managing director individually authorized to bind the company or else by two board members jointly so authorized, or else by such individuals as may be designated and determined by the Board of Directors in such a manner as shall be designated and determined by the Board of Directors. Corporate Governance and Financial Information The company’s directors and executives perform their duties in a manner that is equitable, transparent, accountable, and responsible. The principles governing the authorities and responsibilities of the Board of Directors that are adhered to in order to achieve this are spelled out as follows in article 10 of the company’s articles of incorporation, subject always to the imperatives of the Turkish Commercial Code: In 2010 22) Authorities and responsibilities of company directors and executives 30- Viking Kağıt Annual Report 2010 Corporate Governance Principles Compliance Report Details about the Board of Directors’ operating principles and its activities during the 2009 reporting period are given below. During the reporting period, the Board of Directors convened twenty-nine times. The Board of Directors does not have a secretariat. All members are usually present at meetings. There were no unresolved disputes over issues during the 2010 reporting period. Board members were actually present at board meetings during which matters governed by the rules of Corporate Governance Principles section IV.2.17.4 were discussed. Questions raised during meetings are not entered into the record. No board members have preferential voting or veto rights. 24) Prohibition on doing business or competing with the company Although members of the Board of Directors were granted authority with respect to the issues governed by articles 334 and 335 of the Turkish Commercial Code at the company’s annual General Assembly meeting for 2009 held during 2010, no company director was involved in any business transaction falling within the company’s object and scope either directly or indirectly on his own behalf or on behalf of someone else, during the reporting period. 25) Rules of ethics The company conducts its activities within the framework of values which are adhered to by Yaşar Group companies and whose approach to the production of goods and services involves compliance with laws and the rules of ethics, concerns itself with national problems without becoming involved in politics, and values the environment and nature. These values are known to all company employees. In addition, while the Guide to the Rules of Business Ethics handbook published by the Yaşar Group in 2009 applies to all of the company’s employees, work is also being carried out to formulate the company’s own rules of ethics within the framework of its corporate governance approach. 26) Number, structure, and independence of committees established by the Board of Directors Two committees, consisting of a committee responsible for audit and a committee responsible for corporate governance, have been formed within the company. The Audit Committee convened four times during 2010 in meetings at which it was informed by company managers about the company’s activities and internal control systems and also about the findings of the independent auditors during the most recent quarter. The Audit Committee is responsible for the company’s bookkeeping system, for the public disclosure of financial information, and for supervising the operation and effectiveness of independent auditing and of the internal control system; for selecting the independent auditors, initiating the independent auditing process, and supervising the independent auditors’ activities; for reporting to the Board of Directors about the authenticity and veracity of publicly disclosed yearly and intermediary financial statements. The members of the Audit Committee are Hasan Girenes and Hakkı Hikmet Altan. As there are no independent directors, the Audit Committee consists of non-executive directors. No company director is a member of more than one committee. The company’s Corporate Governance Committee was created under a Board of Directors resolution dated 13 March 2006. The Corporate Governance Committee is headed by Mehmet Aktaş and its other member is Özge Yılmaz Gökoğlu. The Corporate Governance Committee is responsible for identifying whether or not corporate governance principles are being complied with at the company as well as for identifying any problems arising from less than full compliance with those principles; for making recommendations to the Board of Directors on taking measures to achieve improvements; for coordinating activities pertaining to relations with shareholders; for undertaking activities related to creating a transparent system to deal with the matters of identifying, evaluating, training, and rewarding candidates suitable for board membership and to identifying policies and strategies applicable to that system; for developing recommendations concerning the number of company directors and executives. 27) Financial benefits provided to the Board of Directors As is stipulated in article 11 of the company’s articles of incorporation, members of the company’s board receive remuneration whose amount is determined by a general assembly of shareholders. The remuneration so determined for 2010 was TL 650 a month. There is no separate performance-based remuneration mechanism for directors at the company. The company does not make lendings or extend credit, whether directly or indirectly, to any of its directors or executives. 31- Viking Kağıt Annual Report 2010 About Viking Kağıt Statutory Auditors’ Report Viking Kağıt ve Selüloz A.Ş. Şehit Fethi Bey Caddesi No.120 İZMİR TL 40,000,000 Production and sales of tissue paper Statutory auditors’ names, surnames, terms of office and whether they have a shareholding interest in the company Number of Board of Directors meetings participated in and of Board of Auditors meetings held Scope, dates and conclusions of the examination made on the accounts, books and documents of the company Gözde Kınlı (31.03.2010 – one year) not a shareholder Erdem Çakırokkalı (11.10.2010 – 31.03.2011) not a shareholder Board of Directors meetings: 29 Board of Auditors meetings: 12 At the end of each month, cash, cheques, bonds and receipts were counted, and the records and documents were screened on the basis of sampling method and no irregularities were found. The cashier’s office of the company was checked and counted 12 times and no irregularities were found. Examination was performed at the end of each month, comments were provided for matters of uncertainty, and no irregularities were established. None We have examined the accounts and transactions of Viking Kağıt ve Selüloz Anonim Şirketi for the period 01 January 2010 31 December 2010 with respect to their compliance with the Turkish Commercial Code, the company’s articles of incorporation, and other applicable legislation, as well as generally accepted accounting principles and standards. In our opinion, the attached balance sheet prepared on 31 December 2010, the contents of which we acknowledge, fairly and accurately presents the company’s financial status on the date, and the income statement for the period 01 January 2010 31 December 2010 fairly and accurately presents the operating results for the period. In 2010 Dates and results of the examinations made pursuant to Article 353 paragraph 1, subparagraph 4 of the Turkish Commercial Code Number and results of the cash counts performed in the company’s cashier’s office pursuant to Article 353, paragraph 1, subparagraph 3 of the Turkish Commercial Code Complaints and charges of fraud of which the company was advised and actions taken against them Management Company name Head office Capital Field of activity Chairperson’s Message TO THE GENERAL ASSEMBLY OF VİKİNG KAĞIT VE SELÜLOZ A.Ş. Statutory Auditor Erdem Çakırokkalı Corporate Governance and Financial Information Statutory Auditor Gözde Kınlı Environment and Sustainability We hereby submit the balance sheet and income statement for your approval and the acquittal of the Board of Directors for your voting. 32- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Independent Auditor’s Report (Convenience translation into English – the Turkish text is authoritative) To the Board of Directors of Viking Kağıt ve Selüloz A.Ş. Report on the Financial Statements We have audited the accompanying financial statements of Viking Kağıt ve Selüloz A.Ş. (the “Company”) which comprise the statement of financial position at 31 December 2010, and the statement of comprehensive income, statement of changes in equity and cash flow statement for the year ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with financial reporting standards published by the Turkish Capital Markets Board. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards published by Turkish Capital Markets Board. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the accompanying financial statements give a true and fair view of the financial position of Viking Kağıt ve Selüloz A.Ş. as of 31 December 2010, and its financial performance and its cash flows for the year then ended in accordance with the financial reporting standards issued by the Turkish Capital Markets Board. Emphasis of Matter Without qualifying our opinion, we draw your attention to the following matter; The Company’s current liabilities exceed its total current assets by TL 56.031.362 in the accompanying financial statements as of 31 December 2010 and the Company’s accumulated losses are TL 35.037.808. The Company incurred an operating loss of TL 4.169.176 and a net loss of TL 12.827.562 net loss for the twelve month period ending 31 December 2010. These conditions indicate an uncertainty regarding the Company’s ability to continue as a going concern and the Company management has plans to continue to take precautions as it is disclosed in Note 41, to strengthen the financial structure of the company. Other Matter The financial statements of the Company for the year ended 31 December 2009 were audited by another auditor who expressed an unmodified opinion on those statements on 11 March 2010. İzmir 10 March 2011 DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU LIMITED ORIGINAL COPY ISSUED AND SIGNED IN TURKISH Ali Çiçekli Partner 33- Viking Kağıt Annual Report 2010 About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. Management In 2010 Environment and Sustainability BALANCE SHEET 34 STATEMENTS OF COMPREHENSIVE INCOME 36 STATEMENTS OF CHANGES IN EQUITY 37 STATEMENTS OF CASH FLOWS 38 NOTES TO THE FINANCIAL STATEMENTS 1. GENERAL INFORMATION 39 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS 39 3. BUSINESS COMBINATIONS 52 4. JOINT VENTURES 52 5. SEGMENT REPORTING 52 6. CASH AND CASH EQUIVALENTS 53 7. FINANCIAL ASSETS 53 8. FINANCIAL LIABILITIES 53 9. OTHER FINANCIAL LIABILITIES 55 10. TRADE RECEIVABLES AND PAYABLES 55 11. OTHER RECEIVABLES AND PAYABLES 56 12. RECEIVABLES AND PAYABLES FROM FINANCE SECTOR OPERATIONS 56 13. INVENTORIES 56 14. BIOLOGICAL ASSETS 57 15. CONSTRUCTION CONTRACT ASSETS 57 16. INVESTMENT IN ASSOCIATES ACCOUNTED BY EQUITY METHOD 57 17. INVESTMENT PROPERTY 57 18. PROPERTY, PLANT AND EQUIPMENT 57 19. INTANGIBLE ASSETS 59 20. GOODWILL 59 21. GOVERNMENT GRANTS 59 22. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES 59 23. COMMITMENTS, CONTINGENT ASSETS AND LIABILITIES 60 24. EMPLOYEE BENEFITS 62 25. PENSION PLANS 62 26. OTHER ASSETS AND LIABILITIES 63 27. EQUITY 63 28. SALES AND COST OF SALES 66 29. RESEARCH AND DEVELOPMENT EXPENSES, MARKETING, SELLING AND DISTRIBUTION EXPENSES, GENERAL ADMINISTRATIVE EXPENSES 66 30. EXPENSES BY NATURE 67 31. OTHER OPERATING INCOME/(EXPENSES) 67 32. FINANCE INCOME 68 33. FINANCE EXPENSE 68 34. NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS 68 35. TAX ASSETS AND LIABILITIES 68 36. LOSS PER SHARE 70 37. TRANSACTIONS AND BALANCES WITH RELATED PARTIES 71 38. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT 73 39. FINANCIAL INSTRUMENTS (FAIR VALUE AND FINANCIAL RISK MANAGEMENT DISCLOSURES) 81 40. SUBSEQUENT EVENTS 82 41. MANAGEMENT PLANS 82 Chairperson’s Message PAGE Corporate Governance and Financial Information CONTENTS 34- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Audited Balance Sheet at 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) ASSETS Current Assets Cash and Cash Equivalent Trade Receivables -Other Trade Receivables -Due from Related Parties Other Receivables -Other Receivables -Other Receivables due from related parties Inventories Financial Assets Other Current Assets Non-Current Assets Other Receivables Financial Assets Property, Plant and Equipment Intangible Assets Notes 31 December 2010 31 December 2009 11 37 13 8 26 27.102.476 946.960 13.874.869 12.099.338 1.775.531 25.363 25.363 11.500.219 755.065 31.185.012 516.015 17.636.689 16.355.177 1.281.512 382.585 352.482 30.103 8.911.418 3.699.803 38.502 11 7 18 19 77.523.634 12.400 103.327 77.159.477 248.430 84.916.131 6.999 84.683.641 225.491 104.626.110 116.101.143 6 10 37 TOTAL ASSETS The accompanying notes are an integral part of these financial statements. 35- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. About Viking Kağıt Audited Balance Sheet at 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) EQUITY Share capital Share premium Revaluation Reserves Accumulated Losses Net Loss for the Year TOTAL LIABILITIES AND EQUITY 31 December 2010 31 December 2009 83.133.838 5.359.958 12.931.191 12.816.769 114.422 62.661.587 62.652.577 9.010 1.343.477 837.625 36.649.569 6.398.206 13.691.827 13.373.761 318.066 14.876.585 14.876.585 1.089.851 593.100 4.137.545 85.629 550.362 100.011 1.673.357 1.728.186 52.959.240 47.526.600 1.735.096 87.789 1.346.249 2.263.506 17.354.727 40.000.000 229.144 24.990.953 (35.037.808) (12.827.562) 26.492.334 36.468.043 71.146 27.889.321 (33.643.141) (4.293.035) 104.626.110 116.101.143 Chairperson’s Message Management Non-Current Liabilities Financial Liabilities Trade Payables Provisions Provision for Employment Benefits Deferred Tax Liabilities Notes 8 10 37 37 11 22 26 8 10 22 24 35 27 27 18 27 In 2010 LIABILITIES Current Liabilities Financial Liabilities Trade Payables -Other Trade Payables -Due to Related Parties Other Payables -Due to Related Parties -Other Payables Provisions Other Current Liabilities Corporate Governance and Financial Information Environment and Sustainability The accompanying notes are an integral part of these financial statements. 36- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Audited Statement of Comprehensive Income for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) Sales Revenue Cost of Sales (-) GROSS PROFIT Marketing, Sales & Distribution Expenses (-) General Administrative Expenses (-) Other Income Other Expenses (-) OPERATING PROFIT/(LOSS) Finance Income Finance Expense Loss Before Tax Tax income -Deferred Tax Income NET LOSS FOR THE YEAR OTHER COMPREHENSIVE LOSS TOTAL COMPREHENSIVE LOSS Loss Per Share Notes 28 28 29 29 31 31 32 33 35 36 The accompanying notes are an integral part of these financial statements. 1 January31 December 2010 96.149.112 (78.779.830) 17.369.282 (16.059.607) (6.048.679) 1.022.583 (452.755) (4.169.176) 4.552.435 (13.746.141) (13.362.882) 535.320 535.320 (12.827.562) (12.827.562) (0,3207) 1 January31 December 2009 97.539.834 (66.291.949) 31.247.885 (17.078.055) (5.694.685) 734.990 (2.807.291) 6.402.844 4.911.522 (16.620.865) (5.306.499) 1.013.464 1.013.464 (4.293.035) (4.293.035) (0,0710) 37- Viking Kağıt Annual Report 2010 Balance at 1 January 2009 Increase in share capital Transfers Decrease in share capital Depreciation transfer Total comprehensive loss Balance at 31 December 2009 Balance at 1 January 2010 Increase in share capital Transfers Depreciation transfer Total comprehensive loss Balance at 31 December 2010 Not Share Capital 50.000.000 27 27 18 27 18 23.468.043 (37.000.000) - Share Revaluation Accumulated Net Loss for Premium Reserves Deficit the Year Total Equity 71.146 30.492.010 (41.992.597) (31.253.233) 7.317.326 23.468.043 (31.253.233) 31.253.233 37.000.000 (2.602.689) 2.602.689 (4.293.035) (4.293.035) 36.468.043 71.146 27.889.321 (33.643.141) (4.293.035) 26.492.334 36.468.043 71.146 27.889.321 (33.643.141) (4.293.035) 26.492.334 3.531.957 - 157.998 - (2.898.368) - (4.293.035) 2.898.368 - 4.293.035 (12.827.562) 3.689.955 (12.827.562) 40.000.000 229.144 24.990.953 (35.037.808) (12.827.562) 17.354.727 Chairperson’s Message (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) Management Audited Statements of Changes in Equity for the Year Ended at 31 December 2010 About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. Corporate Governance and Financial Information Environment and Sustainability In 2010 The accompanying notes are an integral part of these financial statements. 38- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Audited Statements of Cash Flow for the Year Ended at 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) Cash flows from operating activities Loss before taxation on income Adjustments to reconcile loss before taxation on income to net cash generated from/(used in) operating activities -Depreciation & amortisation expenses -Provisions for expense accruals -Provision for employment termination benefits -Provision for legal cases -Provision for doubtful receivables -Gain on sales or disposal of property, plant and equipment -Interest expense -Interest income -Fair value gain on financial assets -Foreign exchange gain loss on borrowings Changes in assets and liabilities: -Increase/(decrease) in trade receivables -Increase in other receivables due from related parties -Increase in inventory -Decrease in other current assets -Decrease in non-current receivables -Increase/(decrease) in short-term trade payables -Increase/(decrease) in provisions -Increase/(decrease) in other current liabilities -Decrease in long-term liabilities -Employment termination benefits paid Net cash generated from operating activities Cash flows from investing activities: -Purchases of property, plant and equipment and intangible assets -Proceeds from sale of property, plant and equipment -Interest received Net cash used in investing activities Cash flows from financing activities: -Capital increase -(Redemption of)/increase in financial borrowings due to related parties -Redemption of borrowings -Interest paid Net cash (used in)/generated from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents, at start of year Cash and cash equivalents, at end of year The accompanying notes are an integral part of these financial statements. Notes 1 January31 December 2010 1 January31 December 2009 (13.362.882) (5.306.499) 18-19 22 24 22 10 31 33 32 7 8.194.197 228.446 525.409 44.276 45.740 (184.395) 6.538.790 (107.443) (103.327) 1.818.811 8.611.787 451.000 395.240 137.755 1.756.005 (117.055) 10.206.247 (73.795) (16.844) 16.043.841 10 37 13 26 11 10 22 26 10 24 3.716.081 4.740 (2.588.801) (364.081) (5.401) (760.636) 25.179 221.482 (1.184.734) (198.301) 684.339 (4.104.215) 300.092 (2.894.335) 424.033 1.000 (2.663.204) 65.106 (1.753.238) (1.108.391) (156.211) 4.154.478 18-19 (709.352) (603.217) 18-31 200.774 107.443 (401.135) 141.825 73.794 (387.598) 3.689.955 47.775.992 (43.043.005) (8.275.201) 147.741 23.115.559 (12.376.608) (3.844.886) (11.281.629) (4.387.564) 430.945 (620.684) 6 516.015 1.136.699 6 946.960 516.015 27 37 8 39- Viking Kağıt Annual Report 2010 Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. Viking Kağıt ve Selüloz A.Ş. (the “Company”) is engaged in the production, sales and marketing of semi-finished and finished sanitary paper for the domestic and foreign markets. A major part of the exporting activities of the Company is performed by Yaşar Dış Ticaret A.Ş., which is a Yaşar Group Company (Note 37). The Company is subject to the regulations of Turkish Capital Markets Board (“CMB”) and its shares are quoted on the Istanbul Stock Exchange (“ISE”) since October 1994. As at 31 December 2010, the shares traded on ISE are 35,12% (2008: 29,37%) of its total shares. The ultimate shareholder of the Company is Yaşar Holding A.Ş. (Note 27). Chairperson’s Message 1. GENERAL INFORMATION The number of personnel employed for the year then ended 31 December 2010 by the Company is 260 (31 December 2009: 256). The address of the registered office is as follows: Alsancak - İzmir/Turkey Head Quarter: Yalı Mah. Hürriyet Cad. No:474 Aliağa/İzmir Management Şehit Fethi Bey Caddesi No: 120 Financial statements were approved by the Board of Directors, and authorized for issue on 10 March 2011. The general assembly is authorized to change the financial statements. 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS 2.1 Basis of Presentation of Financial Statements CMB regulated the principles and procedures of preparation, presentation and announcement of financial statements prepared by the entities with the Communiqué XI, No: 29, “Principles of Financial Reporting in Capital Markets” (“the Communiqué”). The Communiqué is effective for the annual periods starting from 1 January 2008 and supersedes Communiqué XI, No: 25, “The Accounting Standards in the Capital Markets”. According to the Communiqué, entities shall prepare their financial statements in accordance with International Financial Reporting Standards (“IAS/IFRS”) endorsed by the European Union. Until the differences of the IAS/IFRS as endorsed by the European Union from the ones issued by the International Accounting Standards Board (“IASB”) are announced by Turkish Accounting Standards Board (“TASB”), IAS/IFRS issued by the IASB shall be applied. Accordingly, Turkish Accounting Standards/Turkish Financial Reporting Standards (“TAS/TFRS”) issued by the TASB, which do not contradict with the aforementioned standards shall be applied. Financial statements are being prepared according to IAS/IFRS in line with the CMB’s notification: XI, No. 29, until the differences between the IAS/IFRS adopted by the European Union and those issued by the IASB are announced by the TASB. The following financial statements and the accompanying notes have been presented in accordance with the Turkish CMB announcements dated 17 April 2008 and 9 January 2009, adhering to the formats advised and including the information mandated by the CMB of Turkey. Environment and Sustainability The Company maintains its books of account and prepares its statutory financial statements in accordance with accounting principles in the Turkish Commercial Code and tax legislation. In 2010 Basis of Presentation of Financial Statements and Significant Accounting Policies Items included in the financial statements of each of the Company is measured using the currency of the primary economic environment in which the Company operates (“the functional currency”).The financial statements are presented in TL, which is the Company’s functional and presentation currency. Corporate Governance and Financial Information Presentation Currency 40- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) Adjustment of financial statements in hyperinflationary economies With the decision taken on 17 March 2005, the CMB announced that, effective from 1 January 2005, the application of inflation accounting is no longer required for companies operating in Turkey and preparing their financial statements in accordance with the financial reporting standards issued by CMB (“CMB Financial Reporting Standards”). Accordingly, IAS 29, “Financial Reporting in Hyperinflationary Economies”, issued by the IASB, has not been applied in the financial statements for the accounting year starting from 1 January 2005. Going Concern The accompanying financial statements have been prepared on the basis of the Company’s ability to continue as a going concern. The Company’s current liabilities exceeded its current assets by TL 56.031.362 as at 31 December 2010 and the Company’s net loss, operating loss and accumulated losses for the year then ended amounts to TL 12.827.562, TL 4.169.176 and TL 35.037.808, respectively. These conditions indicate the existence of an uncertainty, that may cast doubt on the Company’s ability to continue as a going concern. In this respect, the Company management has made a considered assessment of the Company’s ability to continue as a going concern and has taken certain measures as further explained in Note 41 to the financial statements. Accordingly, the Company management believes that the Company has the ability to continue its operations in the foreseeable future. 2.2 Changes in Accounting Policies Any significant changes in the accounting policies are retrospectively applied and the financial statements of the preceding terms are restated. There has been no change in the accounting policies of the Company in the current year. 2.3 Changes in accounting estimates and errors Any significant changes in accounting estimates are prospectively applied in financial statements and accounted for in the current and preceding periods. There has been no significant change in the accounting estimates of the Company in the current year. In relation to errors identified in financial reporting, they are accounted for retrospectively and prior year financial statements are restated. 2.4 Comparative Information Numerical data on the financial statement are presented in a comparative manner to provide comparability of the financial statements with the prior period financial statements, reclassifications are also posted on a retrospective manner. The Company’s financial statements are being prepared in a way that provides comparability of the financial statements with the prior period financial statements in order to enable the reader to identify the financial position as well as financial trends. The Company prepared its balance sheets as at 31 December 2010 and 31 December 2009, as well as its statements of comprehensive income, cash flow and changes in equity for the period between 1 January – 31 December 2010, in accordance with the Series XI, No. 29 “Communiqué on Principles Regarding Financial Reporting in Capital Markets” issued by the CMB on 9 April 2008. 41- Viking Kağıt Annual Report 2010 Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. The Company’s financial statements are being prepared in a way that provides comparability of the financial statements with the prior period financial statements in order to enable the reader to identify the financial position as well as financial trends. In the current year, the Company had reclassified certain comparative balances in order to conform to current year’s presentation. The nature, amount and reasons for each of the reclassifications are described below: • The Company had presented the fair value of ‘Derivative financial instruments’ amounting to TL 4.648.600 and TL 948.797 in “Non-current Financial Assets” and “Other Current Financial Liabilities” on its balance sheet dated 31 December 2009. In the current period, these balances are offset and is presented within “Financial Assets”. Chairperson’s Message 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) 2.5 New and Revised International Financial Reporting Standards a) New and Revised IFRSs affecting presentation and disclosure IAS 1 Presentation of Financial Statements (as part of Improvements to IFRSs issued in 2010) The amendments to IAS 1 clarify that an entity may choose to present the required analysis of items of other comprehensive income either in the statement of changes in equity or in the notes to the financial statements. The Company has opted to early adopt the amendment. The changes will be applied retrospectively. Management The following new and revised Standards and Interpretations have been adopted in the current period and have affected the amounts reported and disclosures in these financial statements. Details of other standards and interpretations adopted in these financial statements but that have had no material impact on the financial statements are set out below. b) All amendments and new standards and interpretations issued and effective as of 2010 but not relevant to the Company. IFRS 5 Non-current Assets Held for Sale and Discontinued Operations (as part of Improvements to IFRSs issued in 2009) (a) specific disclosures in respect of non-current assets (or disposal groups) classified as held for sale or discontinued operations, or In 2010 The amendments to IFRS 5 clarify that the disclosure requirements in IFRSs other than IFRS 5 do not apply to non-current assets (or disposal groups) classified as held for sale or discontinued operations unless those IFRSs require: (b) disclosures about measurement of assets and liabilities within a disposal group that are not within the scope of the measurement requirement of IFRS 5 and the disclosures are not already provided in the consolidated financial statements. Corporate Governance and Financial Information The amendments to IAS 7 specify that only expenditures that result in a recognised asset in the statement of financial position can be classified as investing activities in the statement of cash flows. The application of the amendments to IAS 7 has resulted in a change in the presentation of cash outflows in respect of development costs that do not meet the criteria in IAS 38 Intangible Assets for capitalisation as part of an internally generated intangible asset. Environment and Sustainability IAS 7 Statement of Cash Flows (as part of Improvements to IFRSs issued in 2009) 42- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) IFRS 3 (revised in 2008) Business Combinations IFRS 3 (revised), “Business Combinations” and consequential amendments to IAS 27, “Consolidated and separate financial statements”, IAS 28, “Investments in associates”, and IAS 31, “Interests in joint ventures”, are effective prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009. The main impact of the adoption is as follows: a) to allow a choice on a transaction-by-transaction basis for the measurement of non-controlling interests (previously referred to as ‘minority’ interests) either at fair value or at the non-controlling interests’ share of the fair value of the identifiable net assets of the acquire. b) to change the recognition and subsequent accounting requirements for contingent consideration. c) to require that acquisition-related costs be accounted for separately from the business combination, generally leading to those costs being recognized as an expense in profit or loss as incurred. d) in step acquisitions, previously held interests are to be remeasured to fair value at the date of the subsequent acquisition with the value included in goodwill calculation. Gain or loss arising from the re-measurement shall be recognized as part of profit or loss. e) IFRS 3 (2008) requires the recognition of a settlement gain or loss when the business combination in effect settles a preexisting relationship between the Company and the acquiree. IAS 27 (revised in 2008) Consolidated and Separate Financial Statements The application of IAS 27(2008) has resulted in changes in the Company’s accounting policies for changes in ownership interests in subsidiaries. Specifically, the revised Standard has affected the Company’s accounting policies regarding changes in ownership interests in its subsidiaries that do not result in loss of control. In prior years, in the absence of specific requirements in IFRSs, increases in interests in existing subsidiaries were treated in the same manner as the acquisition of subsidiaries, with goodwill or a bargain purchase gain being recognised, when appropriate; for decreases in interests in existing subsidiaries that did not involve a loss of control, the difference between the consideration received and the adjustment to the non-controlling interests was recognised in profit or loss. Under IAS 27(2008), all such increases or decreases are dealt with in equity, with no impact on goodwill or profit or loss. When control of a subsidiary is lost as a result of a transaction, event or other circumstance, the revised Standard requires the Company to derecognise all assets, liabilities and non-controlling interests at their carrying amount and to recognise the fair value of the consideration received. Any retained interest in the former subsidiary is recognised at its fair value at the date control is lost. The resulting difference is recognised as a gain or loss in profit or loss. IAS 28 (revised in 2008) Investments in Associates As part of Improvements to IFRSs issued in 2010, IAS 28(2008) has been amended to clarify that the amendments to IAS 28 regarding transactions where the investor loses significant influence over an associate should be applied prospectively. The Company has applied the amendments to IAS 28 (2008) as part of Improvements to IFRSs issued in 2010 in advance of their effective dates (annual periods beginning on or after 1 July 2010). IFRIC 17, “Distributions of non-cash assets to owners”, effective for annual periods beginning on or after 1 July 2009. This is not currently applicable to the Company, as it has not made any non-cash distributions. IFRIC 18, “Transfers of assets from customers”, effective for transfer of assets received on or after 1 July 2009. This is not relevant to the Company, as it has not received any assets from customers. “Additional exemptions for first-time adopters” (Amendment to IFRS 1) was issued in July 2009. The amendments are required to be applied for annual periods beginning on or after 1 January 2010. This is not relevant to the Company, as it is an existing IFRS preparer. 43- Viking Kağıt Annual Report 2010 Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. IFRS 2, “Share-based Payments – Group Cash-settled Share Payment Arrangements” is effective for annual periods beginning on or after 1 January 2010. This is not currently applicable to the Company, as the Company does not have share-based payment plans. Amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations (as part of Improvements to IFRSs issued in 2008) clarify that all the assets and liabilities of a subsidiary should be classified as held for sale when the Company is committed to a sale plan involving loss of control of that subsidiary, regardless of whether the Company will retain a noncontrolling interest in the subsidiary after the sale. Chairperson’s Message 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) a) New and Revised IFRSs in issue but not yet effective IFRS 1 (amendments) First-time Adoption of IFRS – Additional Exemptions and Two Other Amendments Management Improvements to International Financial Reporting Standards 2009 were issued in April 2009. The improvements cover 12 main standards/interpretations as follows: IFRS 2 Share-based Payments, IFRS 8 Operating Segments, IAS 1 Presentation of Financial Statements, IAS 17 Leases, IAS 18 Revenue, IAS 36 Impairment of Assets, IAS 38 Intangible Assets, IAS 39 Financial Instruments: Recognition and Measurement, IFRIC 9 Reassessment of Embedded Derivatives, IFRIC 16 Hedges of Net Investment in a Foreign Operation. The effective dates vary standard by standard but most are effective 1 January 2010. Amendments to IFRS 1 which are effective for annual periods on or after 1 July 2010 provide limited exemption for first time adopters to present comparative IFRS 7 fair value disclosures. On 20 December, IFRS 1 is amended to; • provide guidance for entities emerging from severe hyperinflation either to resume presenting IFRS financial statements or to present IFRS financial statements for the first time. The amendment above will be effective for annual periods beginning on or after 1 July 2011. These amendments are not relevant to the Company, as it is an existing IFRS preparer. In 2010 • provide relief for first-time adopters of IFRSs from having to reconstruct transactions that occurred before their date of transition to IFRSs. IFRS 9 Financial Instruments: Classification and Measurement In November 2009, the first part of IFRS 9 relating to the classification and measurement of financial assets was issued. IFRS 9 will ultimately replace IAS 39 Financial Instruments: Recognition and Measurement. The standard requires an entity to classify its financial assets on the basis of the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset, and subsequently measure the financial assets as either at amortized cost or at fair value. The new standard is mandatory for annual periods beginning on or after 1 January 2013. The Company has not had an opportunity to consider the potential impact of the adoption of this standard. Corporate Governance and Financial Information In October 2010, IFRS 7 Financial Instruments: Disclosures is amended by IASB as part of its comprehensive review of off balance sheet activities. The amendments will allow users of financial statements to improve their understanding of transfer transactions of financial assets (for example, securitizations), including understanding the possible effects of any risks that may remain with the entity that transferred the assets. The amendments also require additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period. The amendment will be effective for annual periods beginning on or after 1 July 2011. The Company has not yet had an opportunity to consider the potential impact of the adoption of this revised standard. Environment and Sustainability IFRS 7 Financial Instruments: Disclosures 44- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) IAS 12 Income Taxes In December 2010, IAS 12 is amended. IAS 12 requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. It can be difficult and subjective to assess whether recovery will be through use or through sale when the asset is measured using the fair value model in IAS 40 Investment Property. The amendment provides a practical solution to the problem by introducing a presumption that recovery of the carrying amount will, normally be, be through sale. The amendment will be effective for annual periods beginning on or after 1 January 2012. The Company has not yet had an opportunity to consider the potential impact of the adoption of this revised standard. IAS 24 (Revised 2009) Related Party Disclosures In November 2009, IAS 24 Related Party Disclosures was revised. The revision to the standard provides government-related entities with a partial exemption from the disclosure requirements of IAS 24. The revised standard is mandatory for annual periods beginning on or after 1 January 2011. The Company has not yet had an opportunity to consider the potential impact of the adoption of this revised standard. IAS 32 (Amendments) Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements The amendments to IAS 32 and IAS 1 are effective for annual periods beginning on or after 1 February 2010. The amendments address the accounting for rights issues (rights, options or warrants) that are denominated in a currency other than the functional currency of the issuer. Previously, such rights issues were accounted for as derivative liabilities. However, the amendment requires that, provided certain conditions are met, such rights issues are classified as equity regardless of the currency in which the exercise price is denominated. The Company has not yet had an opportunity to consider the potential impact of the adoption of this amendment to the standard. IFRIC 14 (Amendments) Pre-payment of a Minimum Funding Requirement Amendments to IFRIC 14 are effective for annual periods beginning on or after 1 January 2011. The amendments affect entities that are required to make minimum funding contributions to a defined benefit pension plan and choose to pre-pay those contributions. The amendment requires an asset to be recognized for any surplus arising from voluntary pre-payments made. The Company does not expect any impact of the adoption of this amendment on the financial statements. IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments IFRIC 19 is effective for annual periods beginning on or after 1 July 2010. IFRIC 19 addresses only the accounting by the entity that issues equity instruments in order to settle, in full or part, a financial liability. The Company has not yet had an opportunity to consider the potential impact of the adoption of this amendment to the standard. Annual Improvements May 2010 Further to the above amendments and revised standards, the IASB has issued Annual Improvements to IFRSs in May 2010 that cover 7 main standards/interpretations as follow: IFRS 1 First-time Adoption of International Financial Reporting Standards; IFRS 3 Business Combinations; IFRS 7 Financial Instruments: Disclosures; IAS 27 Consolidated and Separate Financial Statements; IAS 34 Interim Financial Reporting and IFRIC 13 Customer Loyalty Programmes. With the exception of amendments to IFRS 3 and IAS 27 which are effective on or after 1 July 2010, all other amendments are effective on or after 1 January 2011. Early adoption of these amendments are allowed. The Company has not yet had an opportunity to consider the potential impact of the adoption of these amendments to the standards. 45- Viking Kağıt Annual Report 2010 Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) Revenue Recognition Sales of goods: Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Company’s activities. Revenue is shown net of value-added tax, returns, rebates and discounts (Note 28). At each balance sheet date any expenditure incurred but not yet invoiced is estimated and accrued. Revenue is recognised as follows: Chairperson’s Message 2.6 Summary of Significant Accounting Policies Sales of goods are recognised when the Company has delivered or sold products to the customer, the customer has accepted the products and collectibility of the related receivables is reasonably assured. It is the Company’s policy to sell its products to the customers with a right of return. Accumulated experience is used to estimate and provide for such returns at the time of sale. Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated cash receipts through the expected life of the financial asset to that asset’s net carrying amount. Management Dividend and interest revenue: Dividend revenue from investments is recognized when the shareholders’ rights to receive payment have been established. Inventories are stated at the lower of cost and net realizable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventories held by the method most appropriate to the particular class of inventory, with the majority being valued on a weighted average cost basis. Net realizable value represents the estimated selling price less all estimated costs of completion and costs necessary to make a sale. When the net realizable value of inventory is less than cost, the inventory is written down to the net realizable value and the expense is included in statement of income/(loss) in the period the write-down or loss occurred. When the circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the amount of the write-down is reversed. The reversal amount is limited to the amount of the original writedown. In 2010 Inventories Tangible Assets Any revaluation increase arising on the revaluation of such land, buildings and machinery is credited in equity to the properties revaluation reserve, except to the extent that it reverses a revaluation decrease for the same asset previously recognized in profit or loss, in which case the increase is credited to profit or loss to the extent of the decrease previously charged. A decrease in carrying amount arising on the revaluation of such land and buildings is charged to profit or loss to the extent that it exceeds the balance, if any, held in the properties revaluation reserve relating to a previous revaluation of that asset. Depreciation on revalued buildings is charged to profit or loss. Corporate Governance and Financial Information Land, buildings and machinery held for use in the production or supply of goods or services, or for administrative purposes, are stated in the balance sheet at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value at the date of revaluation is the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction. Fair value determination is based on the market and cost approaches using quoted market prices for similar items when available and in some cases, using replacement cost when appropriate. (for the preceding sentence, please tailor if the entity has specific fair value estimation approaches. Disclosure of Fair Value Determination is mandatory.) Revaluations are performed with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair values at the balance sheet date. Environment and Sustainability Fair Value Method 46- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) On the subsequent sale or retirement of a revalued property, the related revaluation surplus remaining in the properties revaluation reserve is transferred directly to retained earnings. No transfer is made from the revaluation reserve to retained earnings except when an asset is derecognized. Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognized impairment loss. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. Intangible Assets Intangible assets are mainly composed of computer software and other related intangible assets none of which were internally generated. All other items of intangible assets acquired before 1 January 2005 are carried at cost in the equivalent purchasing power of TL as at 31 December 2004 and items acquired after 1 January 2005 are carried at cost, less the subsequent depreciation and impairment loss, if any, at the financial statements. Amortization is charged on a straight-line basis over their estimated useful lives of three years. The estimated useful life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Residual values of intangible assets are deemed as negligible. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. Impairment of non-financial assets Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Borrowing Costs Borrowings are recognised initially at the proceeds received, net of any transaction costs incurred. In subsequent periods, borrowings are measured at amortised cost using the effective yield method; any difference between the proceeds (net of transaction costs) and the redemption value is recognised at the consolidated comprehensive income statement as finance cost over the period of the borrowings. Loans with a maturity of less than 12 months are included in current liabilities and in non-current liabilities with a maturity of longer than 12 months. Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. In 2010, the Company does not have any qualified assets, and borrowing costs are recognised in the consolidated comprehensive income statement in the period in which they are incurred. 47- Viking Kağıt Annual Report 2010 Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) Financial Assets Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Assets in this category are classified as current assets, if they are either held for trading or are expected to be realized within 12 months of the balance sheet date. The Company has no financial assets in this category. Chairperson’s Message Financial Instruments The Company classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, available-for-sale financial assets and held-to-maturity financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or, where appropriate, a shorter period. Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Management The effective interest method Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives are also categorized as held for trading unless they are designated as hedges. The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. The foreign exchange gains and losses that are recognized in profit or loss are determined based on the amortised cost of the monetary asset. Other foreign exchange gains and losses are recognized in other comprehensive income. Loans and receivables Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortized cost using the effective interest method less any impairment. Environment and Sustainability Dividends on available-for-sale equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established. Corporate Governance and Financial Information Quoted equity investments and quoted certain debt securities held by the Group that are traded in an active market are classified as being available- for-sale financial assets and are stated at fair value. The Group also has investments in unquoted equity investments that are not traded in an active market but are also classified as available-for-sale financial assets and stated at cost since their value can’t be reliably measured. Gains and losses arising from changes in fair value are recognized in other comprehensive income and accumulated in the investments revaluation reserve with the exception of impairment losses, interest calculated using the effective interest method, and foreign exchange gains and losses on monetary assets, which are recognized in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. In 2010 Available-for-sale financial assets 48- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) Impairment of financial assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss. With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments which their maturities are three months or less from date of acquisition and that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. The Group’s cash and cash equivalents are classified under the category of ‘Loans and Receivables’. Financial Liabilities Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below. Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities. Other financial liabilities Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. 49- Viking Kağıt Annual Report 2010 Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in TL. In preparing the financial statements of the individual entities, transactions in currencies other than TL (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognized in profit or loss in the period in which they arise. Chairperson’s Message Foreign Currency Transactions Loss per share Companies can increase their share capital by making a pro-rata distribution of shares (“bonus shares”) to existing shareholders from retained earnings. For the purpose of losses per share computations, the weighted average number of shares outstanding during the year has been adjusted in respect of bonus shares issues without a corresponding change in resources, by giving them retroactive effect for the year in which they were issued and for each earlier year. Management Loss per share disclosed in the comprehensive statement of income are determined by dividing net loss for the year by the weighted average number of shares that have been outstanding during the year. Events after the balance sheet date In the case that events require a correction to be made occur subsequent to the balance sheet date, the Company makes the necessary corrections to the financial statements. Moreover, the events that occur subsequent to the balance sheet date and not require a correction to be made are disclosed in accompanying notes, where the decisions of the users of financial statements are affected. Provisions, contingent assets and contingent liabilities In 2010 Subsequent events, announcements related to net profit or even declared after other selective financial information has been publicly announced, include all events that take place between the balance sheet date and the date when balance sheet was authorised for issue. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Related Parties For the purpose of the financial statements, shareholders having control, joint control or significant influence over the Company, fellow subsidiaries and key management personnel together with companies controlled, jointly controlled or significantly influenced by them are considered as and referred to as related parties. (Note 37). Corporate Governance and Financial Information The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. Environment and Sustainability Provisions are recognized when the Company has a present obligation as a result of a past event, and it is probable that the Company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation. 50- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) Operating Segments Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decisionmaker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that takes strategic decisions. The Board of Directors makes strategic decisions as a whole over the operations of the Company as the Company operates in a single industry and operations outside Turkey do not present an important portion in overall operations. Based on those reasons, there is a single reportable segment in accordance with the provisions in IFRS 8 and segment reporting is not applicable. Government Grants Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions. Government grants relating to costs are deferred and recognized in the comprehensive income statement over the period necessary to match them with the costs that they are intended to compensate. Government grants relating to property, plant and equipment are included in non-current liabilities as deferred government grants and are credited to the comprehensive income statement on a straight-line basis over the expected lives of the related assets. Taxation and deferred income taxes Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, provisions for taxes, as reflected in the accompanying consolidated financial statements, have been calculated on a separateentity basis. Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated comprehensive income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 51- Viking Kağıt Annual Report 2010 Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. Chairperson’s Message 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) Employee Benefits Under Turkish law and union agreements, lump sum payments are made to employees retiring or involuntarily leaving the Company. Such payments are considered as being part of defined retirement benefit plan as per International Accounting Standard No. 19 (revised) “Employee Benefits” (“IAS 19”). The retirement benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation. Management Termination and retirement benefits: Statement of cash flows In the cash flow statement, the cash flows for the term are classified and reported basing upon the operations, investment and financing activities. Cash flows related with the investment activities indicate the cash flows which the Company uses and acquires in its investment activities. Cash flows related with the financing activities indicate the resources which the Company uses in its financing activities and the repayments of such resources. In 2010 Cash flows from operating activities indicate the cash flow from the Company’s activities. Cash and cash-like assets include the cash and bank deposits as well as short-term high-liquidity investments with certain amounts and with maturities equal to or less than 3 months, which may be easily liquidated. Corporate Governance and Financial Information Ordinary shares are classified as capital. As approved, the proportionate capital increases as applied to existing shareholders are reported at their nominal values. Dividend payments of ordinary shares are entered in the records in the term when they are described in the capital. And stock issuance premiums represent the difference between the face values of the publicly traded stocks and their sales prices. Environment and Sustainability Capital and dividends 52- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) 2.7 Critical accounting estimates and judgements Significant estimates of the Company management As described on Note 2.5. management during the implementation of the accounting policies, with a significant impact on the amounts recognized in financial statements (other than the estimates discussed below) has made the following comments: Impairment of available-for-sale financial assets The Company reviews its portfolio of available-for-sale financial assets for potential impairment. The determination of impairment requires management to use significant judgment especially in AFS financial assets that do not have independent market valuation benchmarks. In making its assessment, the Company evaluates various factors including the financial health of and outlook of the investee, the significance in the decline in the fair value of the investment and whether the decline is prolonged or temporary. Deferred taxes Deferred tax assets and liabilities are recorded using substantially enacted tax rates for the effect of temporary differences between book and tax bases of assets and liabilities. Currently, there are deferred tax assets resulting from operating loss carryforwards and deductible temporary differences, all of which could reduce taxable income in the future. Based on available evidence, both positive and negative, it is determined whether it is probable that all or a portion of the deferred tax assets will be realized. The main factors which are considered include future earnings potential; cumulative losses in recent years; history of loss carry-forwards and other tax assets expiring; the carry-forward period associated with the deferred tax assets; future reversals of existing taxable temporary differences; tax-planning strategies that would, if necessary, be implemented, and the nature of the income that can be used to realize the deferred tax asset. If based on the weight of all available evidence, it is the Company’s belief that taxable profit will not be available sufficient to utilize some portion of these deferred tax assets, then some portion of or all of the deferred tax assets are not recognized. The Company has not recognized deferred tax assets because it is in the development stage and it is not apparent that taxable profit will be available sufficient to recognize deferred tax assets. If future results of operations exceed the Company’s current expectations, the existing unrecognized deferred tax assets may be recognized, resulting in future tax benefits. Provision for doubtful receivables Impairment loss in the trade receivables and other receivables are based upon the Company management’s evaluation about the volume of the amount of trade, past experiences and overall economic conditions. Useful lives of the assets The Company reviews the estimated useful lives of its property, plant and equipment at the end of each reporting period. The Company takes into consideration the intended use of the property, plant and equipment, the advancement in technology related to the particular type of property, plant and equipment as well as other factors that may require management to extend or shorten the useful lives and the assets’ related depreciation. 3. BUSINESS COMBINATIONS None. (31 December 2009: None). 4. JOINT VENTURES None. (31 December 2009: None). 5. SEGMENT REPORTING None. (31 December 2009: None). 53- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. About Viking Kağıt Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) Cash in hand Banks - TL denominated time deposits - TL denominated demand deposits - Foreign currency denominated demand deposits Other 31 December 2010 6.265 831.261 600.000 231.261 - 109.434 946.960 31 December 2009 5.645 510.370 350.000 97.754 62.616 516.015 Chairperson’s Message 6. CASH AND CASH EQUIVALENTS Time deposits mature within one month with effective interest rate of 6.50% per annum (“p.a.”) (2009: 6.50% p.a.). Based on the independent data with respect to the credit risk assessment of the banks at which the Company has deposits, the credit quality of the banks is sufficient. The market values of cash and cash equivalents approximate carrying values, including accrued income at the respective balance sheet date. Management Information on the nature and level of cash and cash equivalents risks are disclosed in Note 38. Available-for-sale investments: Shares not traded on stock markets Desa Enerji Elektrik Üretimi Otoprodüktör Grubu A.Ş. (“Desa Enerji”) Provision for impairment Shareholding Rate % 0,51 31 December 2010 Shareholding Rate % 503.940 (400.613) 103.327 31 December 2009 0,51 503.940 (503.940) - In 2010 7. FINANCIAL ASSETS Available-for-sale investment (Desa Enerji) has been stated at fair value which are determined based on the discounted cash flows as of 31 December 2010. 31 December 2010 31 December 2009 Short term bank borrowings Short term finance lease liabilities 5.303.399 56.559 6.388.644 9.562 Short-term financial borrowings 5.359.958 6.398.206 - (3.699.803) 85.629 85.629 47.526.600 47.526.600 5.445.587 53.924.806 Fair value of derivative financial instruments Long term bank borrowings Long term finance lease liabilities Long-term financial borrowings Total financial borrowings Corporate Governance and Financial Information Guarantees given related to the Company’s borrowings and other financial obligations are disclosed in Note 23. Environment and Sustainability 8. FINANCIAL LIABILITIES 54- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 8. FINANCIAL LIABILITIES (CONTINUED) Based on the loan agreement undersigned on 27 September 2006 between the Company and Morgan Stanley International Limited, the Company received a borrowing amounting to EUR 22.000.000 with maturity date of 27 September 2013 and with interest rate of Euribor + 5.60% p.a. Yaşar Holding A.Ş., Çamlı Yem Besicilik San. ve Tic. A.Ş., Dyo Boya Fabrikaları San. ve Tic. A.Ş., Pınar Süt Mamülleri Sanayii A.Ş., Pınar Su San. ve Tic. A.Ş., Pınar Entegre Et ve Un San. A.Ş. and Yaşar Birleşik Pazarlama Dağıtım Turizm ve Tic. A.Ş. have undersigned this loan agreement as the guarantors of this borrowing obtained. With respect to the long term borrowing of EUR 22,000,000, the Company signed a cross currency swap agreement with Morgan Stanley & Co. International Limited together with the undersigned International Swaps and Derivatives Association (“ISDA”) master agreements, related appendices and corresponding swap confirmation documents. In line with this agreement, the Company swapped the borrowing amounting to EUR 22,000,000 with the interest rate of Euribor + 5.60% p.a., with a currency swap amounting to TL 42,878,000, using the interest rate of TL swap curve +8.50% p.a.. The borrowing amounting to EUR 22.000.000 is closed via the payment to the financial institution as of 8 October 2010. The related payment has been realized by the financing from Yaşar Holding (Note 37). As at 31 December 2010 and 31 December 2009, The Company’s variable and fixed interest rate loans and other financial liabilities prepared in accordance with the interest rate maturity breakdown of the date of renewal as of 31 December 2010 and 2009 is as follows: Short-term bank borrowings: USD borrowings (*) TL borrowings Finance lease liabilities EUR Effective weighted average interest rate (%) 31 December 31 December 2010 2009 3,03 5,05 Original foreign currency 31 December 31 December 2010 2009 3.430.400 27.602 3.675.911 32.177 4.426 TL 31 December 31 December 2010 2009 5.303.399 56.559 5.359.958 5.534.819 32.177 9.562 5.576.558 Short-term portion of long-term bank borrowings: EUR borrowings - 6,62 - 380.340 - 821.648 Total short-term bank borrowings 5.359.958 6.398.206 Fair value of derivative financial instruments Foreign currency swap transactions - - - - - (3.699.803) Long-term bank borrowings: EUR borrowings Finance lease liabilities EUR Total long-term bank borrowings 6,62 41.789 22.000.000 85.629 85.629 47.526.600 47.526.600 (*) At 31 December 2010, USD denominated bank borrowings consist of spot borrowings with fixed interest rates between 2,5% p.a. and 3,85% p.a. (31 December 2009: 4,5%-5,5%). b) Finance Lease Liabilities Finance Lease Liabilities are as follows: Finance Lease Liabilities: Current Non-Current 31 December 2010 Euro TL 27.602 56.559 41.789 85.629 69.391 142.188 31 December 2009 Euro TL 4.426 9.562 - 4.426 9.562 Finance lease liabilities are related to purchases of machinery and equipment and have an effective interest rate of 0,08% p.a. (2009: 4,34% p.a.). 55- Viking Kağıt Annual Report 2010 Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. 9. OTHER FINANCIAL LIABILITIES a) Trade Receivables: The Company’s trade receivables at the balance sheet date are as follows: 31 December 2009 18.030.820 1.754.359 (3.430.002) 16.355.177 The effective weighted average interest rates applied to TL, EUR, USD and GBP denominated receivables are 6,80% p.a., 0,77% p.a., 0,26% p.a. and 0,59% p.a. (2009: TL and EUR denominated receivables are 7,30% and 0,41% p.a. respectively), respectively as of 31 December 2010. Trade receivables are all short term and mature within two months (2009: two months). The aging of overdue receivable that are not impaired is below: 31 December 2010 1.723.737 1.250 429.273 2.154.260 31 December 2009 1.551.854 62.992 280.210 1.895.056 Movements in the provision for impairment of receivables is below: Movement of allowance for doubtful receivables Opening balance Charged to the statement of comprehensive income Collected during the year Closing balance 1 January31 December 2010 (3.430.002) (45.740) 106.327 (3.369.415) 1 January31 December 2009 (1.677.448) (1.756.005) 3.451 (3.430.002) Trade receivables result from sales of semi-finished and finished sanitary paper which are performed via dealers and chain stores in the domestic market and through Yaşar Dış Ticaret A.Ş., its related party, through the export market. In addition, a significant portion of net sales of the Company in 2010 was conducted through a single chain store which operates abroad as well as throughout the country. Guarantees received for trade receivables As of 31 December 2010, TL 1.744.990 of guarantees were held for receivables worth TL 13.874.869 (31 December 2009: TL 3.666.534). TL 5.460 (31 December 2009: TL 55.000) of guarantees were held for non-impaired but overdue receivables worth TL 2.154.260 (31 December 2009: TL 1.614.846). In 2010 Up to 3 months 3-6 months Over 6 months Environment and Sustainability 31 December 2010 12.598.950 2.869.803 (3.369.415) 12.099.338 Corporate Governance and Financial Information Short term trade receivables Trade receivables Notes receivable Provision for impairment of receivables Management 10. TRADE RECEIVABLES AND PAYABLES Chairperson’s Message None. (31 December 2009:None). 56- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 10. TRADE RECEIVABLES AND PAYABLES (CONTINUED) b) Trade Payables As at the balance sheet of the Company’s trade payables are as follows: Short term trade payables Trade payables Notes payable 31 December 2010 5.050.774 7.765.995 12.816.769 31 December 2009 6.443.996 6.929.765 13.373.761 The effective weighted average interest rates on TL, USD and EUR denominated short-term trade payables are 6,69% p.a., 0,37% p.a. and 1,23% p.a., respectively as of 31 December 2010 (2009: 7,28% p.a., 0,31% p.a. and 0,58% p.a.). Short-term payables mature within two months (2009: two months). Long term trade payables Notes payable 31 December 2010 31 December 2009 550.362 1.735.096 As of 31 December 2010, long-term trade payables are mainly resulted from property, plant and equipment investments of the Company and mature within two years (2009: three years). The effective weighted average interest rate on long-term trade payables is 1,47% p.a. (2009: 1,22% p.a.). 11. OTHER RECEIVABLES AND PAYABLES a) Other Receivables Short-term other receivables Receivables from Central Registry Agency Long-term other receivables Deposits and guarantees given Other Payables Other Payables 31 December 2010 - 31 December 2009 352.482 352.482 31 December 2010 12.400 31 December 2009 6.999 31 December 2010 9.010 31 December 2009 - 31 December 2010 5.502.458 1.837.886 2.007.413 92.098 2.060.364 11.500.219 31 December 2009 4.729.248 844.598 1.072.931 104.436 2.160.205 8.911.418 12. RECEIVABLES AND PAYABLES FROM FINANCE SECTOR OPERATIONS None. (31 December 2009: None). 13. INVENTORIES Raw materials Work in progress Finished goods Trade goods Spare parts and supplies 57- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. About Viking Kağıt Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 13. INVENTORIES (CONTINUED) Chairperson’s Message Inventories are carried at their cost. TL 2.543.921 of raw materials consists of goods in transit as of 31 December 2010 (2009: TL 2.098.224). Cost of materials recognised as expense and included in cost of goods sold is worth TL 47.352.271 as of 31 December 2010 (2009: TL 35.397.770) (Note 30). 14. BIOLOGICAL ASSETS None (31 December 2009: None). 15. CONSTRUCTION CONTRACT ASSETS None. (31 December 2009: None). 16. INVESTMENT IN ASSOCIATES ACCOUNTED BY EQUITY METHOD Management None. (31 December 2009: None). 17. INVESTMENT PROPERTY None. (31 December 2009: None). 18. PROPERTY, PLANT AND EQUIPMENT Opening balance, 1 January 2010 12.275.000 26.282.625 110.966.626 767.722 3.122.644 9.558.084 60.944 Total 163.033.645 Additions - 32.889 216.387 - 86.994 35.901 223.507 595.678 Disposals - - (108.028) (652.399) (102.364) (13.703) - (876.494) Transfers - - 284.451 - - - (284.451) - Closing balance, 31 December 2010 12.275.000 26.315.514 111.359.436 115.323 3.107.274 9.580.282 - 162.752.829 Less: Accumulated depreciation: Opening balance, 1 January 2010 - (10.364.716) (59.789.744) (767.722) (2.745.991) (4.681.831) - (78.350.004) Charge for the year - (1.306.720) (6.304.661) - (88.724) (403.358) - (8.103.463) Disposals - - 108.028 652.399 98.826 862 - 860.115 Transfers - - - - - - - - Closing balance, 31 December 2010 - (11.671.436) (65.986.377) (115.323) (2.735.889) (5.084.327) - (85.593.352) Net book value as at 31 December 2010 12.275.000 14.644.078 45.373.059 - 371.385 4.495.955 - 77.159.477 In 2010 Other tangible Construction assets in progress Motor Furniture vehicles and fixtures Environment and Sustainability Cost Machinery and equipment Corporate Governance and Financial Information Buildings and land Land improvements 58- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 18. PROPERTY, PLANT AND EQUIPMENT (CONTINUED) Cost Land Opening balance, 1 January 2009 12.275.000 Buildings and land improvements Machinery and equipment Motor vehicles 27.205.144 110.567.843 1.071.801 Other tangible assets Furniture and fixtures 3.333.271 Construction in progress 9.558.084 63.397 Total 164.074.540 Additions - 71.802 118.893 - 50.054 - 277.438 518.187 Disposals - (994.321) - (304.080) (260.682) - - (1.559.083) Transfers - - 279.890 - - - (279.890) - Closing balance, 31 December 2009 12.275.000 26.282.625 110.966.626 767.721 3.122.643 9.558.084 60.945 163.033.644 Less: Accumulated depreciation: Opening balance, 1 January 2009 - (10.033.255) (53.111.546) (1.043.830) (2.915.812) (4.281.058) - (71.385.501) Charge for the year - (1.313.707) (6.678.198) (17.377) (88.760) (400.773) - (8.498.815) Disposals - 982.246 - 293.486 258.581 - - 1.534.313 Closing balance, 31 December 2009 - (10.364.716) (59.789.744) (767.721) (2.745.991) (4.681.831) - (78.350.003) Net book value as at 31 December 2009 12.275.000 15.917.909 51.176.882 - 376.652 4.876.253 60.945 84.683.641 Market Valuations Land, buildings and land improvements, machinery and equipments are stated at their fair values based on the valuations performed by the external independent valuers at 31 December 2008, less the subsequent depreciation, based on the Company’s assumption that those values do not significantly differ from their fair values at 31 December 2010. As there were not any recent similar buying/selling transactions nearby, revaluations of land were based on the method of reference comparison whereas revaluations of buildings and land improvements were derived from the present situations of the construction and market values. Movements in revaluation reserve related to land, buildings, land improvements, machinery and equipment in 2010 and 2009 were as follows: Movements in revaluation reserves Opening balance, January 1 Depreciation transferred from revaluation reserve to accumulated losses Closing balance, December 31 31 December 2010 31 December 2009 27.889.321 (2.898.368) 24.990.953 30.492.010 (2.602.689) 27.889.321 Current year depreciation and amortization charges of TL 7.954.748 (2009: TL 8.430.915) have been allocated to cost of sales, TL 60.765 (2009: TL 73.639) to marketing, selling and distribution expenses and TL 178.684 (2009:TL 197.233) to general and administrative expenses. 59- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. About Viking Kağıt Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) Rights 2010 1.264.242 113.674 1.377.916 (1.038.751) (90.735) (1.129.486) 248.430 2009 1.179.212 85.030 1.264.242 (925.779) (112.972) (1.038.751) 225.491 Management Cost: Opening balance, January 1 Additions Closing balance, December 31 Less: Accumulated amortization: Opening balance, January 1 Charge for the year Closing balance, December 31 Net book value as at 31 December Chairperson’s Message 19. INTANGIBLE ASSETS 20. GOODWILL None. (31 December 2009: None). 21. GOVERNMENT GRANTS None. (2009: None). Short-term provisions Provision for expenses (*) Provision for litigation Other 31 December 2010 979.446 341.883 22.148 1.343.477 31 December 2009 751.000 337.755 1.096 1.089.851 In 2010 22. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES Seniority incentive bonus 31 December 2010 100.011 31 December 2009 87.789 Movement of provision as of 31 December 2010 and 2009 is as follows: 1 January Provision for expenses Provision for contingent expenditures Seniority incentive bonus Reversal of provisions Other provisions 31 December 2010 2009 1.177.640 523.779 228.446 44.276 12.222 (40.148) 21.052 1.443.488 451.000 137.755 87.789 (23.779) 1.096 1.177.640 Corporate Governance and Financial Information Long-term provisions Environment and Sustainability (*) Provision for disposal of garbage is related to destruction cost of scrap output from Deink facility and is charged to cost of sales. 60- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 22. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (CONTINUED) Contingent Liabilities: There are certain legal proceedings against the Company amounting to TL 341.883 (2009: TL 337,755); for all of which full provisions have been recognized in the statement of comprehensive income. Moreover, with the claim of keeping certain information secret during the share sales process, there is a legal proceeding against the Company to compensate for the investors’ loss; amounting to TL 972.761 (2009: TL 972.761) and also a legal proceedings against the Company TL 259.342 (2009: TL 259.342) related with the disagreement with one of the dealers of the Company. TL 450.745 of the lawsuits filed by the investors was finalized on 4 May 2009, and the remaining TL 522.016 was finalized on 12 June 2009 in favor of the Company. This decision was appealed by the investors and the ruling of the Court of Appeal is pending. The management and legal counselor of the Company believe that these proceedings will result in the Company’s favor; due to the content and the outcomes of similar case laws; therefore no provision has been allocated for these cases in the financial statements. 23. COMMITMENTS, CONTINGENT ASSETS AND LIABILITIES Guarantees received Guarantees received Letters of guarantee Mortgages Other Guarantees given Guarantees given Letters of guarantee Other 31 December 2010 48.580.478 7.393.000 2.331.370 189.110 58.493.958 31 December 2010 593.759.802 2.185.740 595.945.542 31 December 2009 51.542.754 6.604.000 2.812.990 60.959.744 31 December 2009 571.026.690 2.518.951 214.779 573.760.420 61- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. About Viking Kağıt Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 23. COMMITMENTS, CONTINGENT ASSETS AND LIABILITIES (CONTINUED) TL Equivalent A. Total amount of CPMs given for the Company’s own legal personality 2.365.545 B. Total amount of CPMs given on behalf of fully consolidated companies C. Total amount of CPMs given for continuation of its economic activities on behalf of third parties D. Total amount of other CPMS 593.579.997 i. Total amount of CPMs given on behalf of the majority shareholder 542.352.497 ii. Total amount of CPMs given to on behalf of other group companies which are not in scope of B and C. 51.227.500 iii. Total amount of CPMs given on behalf of third parties which are not in scope of C. Total 595.945.542 CPM/Equity: 3434% USD 31 December 2009 EUR TL Equivalent USD EUR - 87.748 2.733.730 - - - - - - - 250.000.000 101.059.000 571.026.690 - 264.327.496 250.000.000 76.059.000 391.721.790 - 181.327.496 - 25.000.000 179.304.900 - 250.000.000 101.146.748 573.760.420 - 264.327.496 Management 31 December 2010 83.000.000 2155% In 2010 Collaterals, Pledges and Mortgages (‘CPM’) provided by the Company: Chairperson’s Message Collaterals, Pledges and Mortgages (“CPM”) positions of the Company as of 31 December 2010 and 2009 are summarized as follows; Commitments: As of 31 December 2010 the Company has no sales commitment (2009: 47.683 TL). The Company’s commitment for raw material purchases amounted to TL 2,543,921 as at 31 December 2010, equivalent of USD 1,562,636, EUR57,875 and GBP3,975 (2009: TL 6,939,646, equivalent of USD 1,272,579, TL 4,855,437 and EUR 73,642). Corporate Governance and Financial Information As the guarantees received and given are obtained for the borrowings of the Company, the maturity of those contingent assets and liabilities are limited to the redemption schedule of borrowings. Environment and Sustainability Guarantees given are mainly related with joint guarantees provided by the Company with Yaşar Holding, Dyo Boya, Pınar Süt, Pınar Su, Pınar Et, YBP and Çamlı Yem for repayment of borrowings obtained by Yaşar Group companies from international capital markets and financial institutions amounting to EUR 101,059,000 and USD 250,000,000, equivalent of TL595,945,542 (2009: EUR264,289,000, equivalent of TL 570,943,527). 62- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 24. EMPLOYEE BENEFITS Provision for employment termination benefits 31 December 2010 1.673.357 31 December 2009 1.346.249 Provision for employment termination benefit Under Turkish Labor Law, the Company is required to pay employment termination benefits to each employee who has qualified. Also, employees are required to be paid their retirement pay provisions who retired by gaining right to receive retirement pay provisions according to current 506 numbered Social Insurance Law’s 6 March 1981 dated, 2422 numbered, 25 August 1999 dated and 4447 numbered with 60th article that has been changed. Some transition provisions related to the pre-retirement service term was excluded from the law since the related law was changed as of 23 May 2002. The amount payable consists of one month’s salary limited to a maximum of TL 2.517,01 TL for each year of service as of 31 December 2010 (2009: TL 2.365,16). The provision has been calculated by estimating the present value of the future probable obligation of the Company arising from the retirement of employees. IAS 19 requires actuarial valuation methods to be developed to estimate the enterprise’s obligation under defined benefit plans. Accordingly, the following actuarial assumptions were used in the calculation of the total liability: The principal assumption is that the maximum liability for each year of service will increase parallel with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. Consequently, in the accompanying financial statements as at 31 December 2010, the provision has been calculated by estimating the present value of the future probable obligation of the Company arising from the retirement of the employees. The provisions at the respective balance sheet dates have been calculated assuming an annual inflation rate of 5,10% and a discount rate of 10%, resulting in a real discount rate of approximately 4,66% (2009: 5,92%). The anticipated rate of forfeitures is considered as 95,80% (2009: 96,85%). As the maximum liability is revised semi annually, the maximum amount of TL 2.623,23 effective from 1 January 2011 has been taken into consideration in calculation of provision from employment termination benefits. Movements of provision for employment termination benefits Provision at 1 January Service costs Interest costs Termination benefits paid Provision at 31 December 25. PENSION PLANS None (31 December 2009: None). 1 January31 December 2010 1.346.249 462.674 62.735 (198.301) 1.673.357 1 January31 December 2009 1.107.220 329.693 65.547 (156.211) 1.346.249 63- Viking Kağıt Annual Report 2010 Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. Value added tax (VAT) receivables Prepaid taxes and funds Order advances given Due from personnel Prepaid expenses Other current liabilities Order advances received Withholding taxes and funds payable Overdue taxes payables Other 31 December 2010 478.092 133.383 85.742 35.864 21.984 755.065 31 December 2009 8.041 11.129 10.423 8.165 744 38.502 31 December 2010 516.686 317.941 2.998 837.625 31 December 2009 35.757 310.593 246.606 144 593.100 Management Other Current Assets Chairperson’s Message 26. OTHER ASSETS AND LIABILITIES 27. EQUITY a) Equity The compositions of the Company’s statutory paid-in share capital at 31 December 2010 and 2009 were as follows: 31 December 2010 % 31 December 2009 60,58% 35,12% 4,3% 24.231.370 14.049.855 1.718.775 65,92% 29,37% 4,71% 24.038.460 10.710.808 1.718.775 100% 40.000.000 100% 36.468.043 Based on the decision of Board of Directors dated 27 October 2008, the capital increase by TL 15.000.000 in cash from TL 50.000.000 to TL 65.000.000 was registered at İzmir Trade Registry Office on 18 June 2009. Based on the Board of Directors resolutions dated 30 July 2009 and 2 September 2009, the Company’s share capital has been decreased from TL 65.000.000 to TL 28.000.000 and at the same time increased to TL 40.000.000. Based on the CMB announcement “Principles and Guidelines on Capital Decreases by Publicly Held Corporations not Requiring Fund Outflow” promulgated in CMB Weekly Bulletin No.2009/18, share capital amounting to TL 65.000.000 and accumulated losses amounting to TL 71.921.825 as reported 30 June 2009 financial statements which were subjected to limited review, were decreased by TL 37.000.000 both. The General Assembly decision on decrease of capital was registered at İzmir Registry Office on 22 December 2009. There are 40.000.000 (2009: 36.468.043) units of shares with a face value of TL 1 each. There are no different types of share and no privileges were given to specific shareholders. Based on the Board of Directors decisions dated 2 September 2009, during the reduction of the issued capital from TL 65.000.000 to TL 28.000.000 and the simultaneous increase of issued capital to TL 40.000.000 on 22 December 2009 was paid as of 22 January 2010 and the issued capital increased by TL 40.000.000. The TL 40.000.000 increase of capital was registered on 12 February 2010. In 2010 % Environment and Sustainability Yaşar Holding A.Ş. Public quotation Other Corporate Governance and Financial Information Shareholders 64- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 27. EQUITY (CONTINUED) Share premium amounting to TL 229.144 (2009: 71.146) represents the difference between face value and selling price of common stocks offered to the public. The legal reserves consist of first and second reserves, appropriated in accordance with the TCC. The TCC stipulates that the first legal reserve is appropriated out of statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of the Company’s paid-in capital. The second legal reserve is appropriated at the rate of 10% per annum of all cash distributions in excess of 5% of the paid-in capital. In accordance with the CMB regulations effective until 1 January 2008, inflation adjustment differences arising at the initial application inflation accounting, which were recorded under “accumulated losses,” could be net off from the profit to be distributed based on the CMB regulations. In addition, the aforementioned amount recorded under “accumulated losses” could be net off against the reserves arising from the inflation adjustment of net off profit for the period and undistributed retained earnings. Remaining amount, if any, could be net off against the reserves arising from the inflation adjustment of extraordinary reserves, legal reserves and share capital, respectively. In addition, in accordance with the CMB regulations effective until 1 January 2008, “Capital, Share Premiums, Legal Reserves, Special Reserves and Extraordinary Reserves” were recorded at their statutory carrying amounts and the inflation adjustment differences related to such accounts were recorded under “Inflation adjustment to shareholders’ equity” in equity at the initial application of inflation accounting. “Inflation adjustment to shareholders’ equity” could have been utilised in issuing bonus shares and offsetting accumulated losses, carrying amount of extraordinary reserves could have been utilised in issuing bonus shares, cash dividend distribution and offsetting accumulated losses. In accordance with the Communiqué No: XI-29 and related announcements of CMB, effective from 1 January 2008, “Share capital”, “Restricted Reserves” and “Share Premium” shall be carried at their statutory amounts. The valuation differences (such as inflation adjustments) shall be classified as follows: - the difference arising from the “Paid-in Capital” and have not been transferred to capital yet, shall be classified under the “Adjustment to Share Capital”, - the difference due to the inflation adjustment of “Restricted Reserves” and “Share Premium” and the amount has not been utilised in dividend distribution or capital increase yet, shall be classified under “Retained earnings”. Other equity items shall be carried at the amounts in accordance with the CMB Financial Reporting Standards. In addition, based on the CMB Decree 7/242, dated 25 February 2005, if the amount of profit distributions calculated in accordance with the net distributable profit requirements of the CMB does not exceed the statutory net distributable profit, the whole amount of distributable profit should be distributed. If it exceeds the statutory net distributable profit, the whole amount of the statutory net distributable profit should be distributed It is stated that dividend distributions should not be made if there is a loss in either the financial statements prepared in accordance with CMB regulations or in the statutory financial statements. Based on CMB Decree No. 02/51, dated 27 January 2010, there is no mandatory minimum profit distribution requirement for the quoted entities at the stock exchange for profits arising from operations effective from 1 January 2009. Regarding the dividend distribution for the current and following years, the entities are to distribute their profits for the current and following years under the scope of CMB Communiqué No. IV-27, their articles of association and their previously publicly declared profit distribution policies. Moreover, for the determination of the distribution principles of the profits acquired by publicly held corporations according to the CMB decision in question, it is resolved that: The total amount of the profit for the period which remains after the deduction of the previous year’s losses registered in the legal books of companies and other sources which can be distributed in the scope of profit distribution, shall be indicated in the footnotes of the financial statements to be prepared and announced to the public in accordance with the Communiqué XI, No: 29, 65- Viking Kağıt Annual Report 2010 Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. In the application of the dividend distribution period stated in Article 6 of the CMB Communiqué IV, No: 27, the following conditions apply: i. If the whole dividend is to be distributed in cash, the distribution shall continue to be made until the end of the fifth month following the accounting period, ii. If the dividend is to be distributed as shares, an application shall be made to the Board before the end of the fifth month following the accounting period, so that the shares to be issued for the distribution are registered by the Board and the share distribution shall be completed until the end of the sixth month following the accounting period, Chairperson’s Message 27. EQUITY (CONTINUED) iii. If both of the options mentioned in (i) and (ii) are preferred, the above-mentioned transactions shall be carried out separately but within the periods stated in the related paragraphs. i. In accordance with Decree 19/42 dated 6 May 2004, the Company has increased its capital from TL 9.733.500 to TL 33.093.900 (TL 23.360.400) through the utilization of the Revaluation Fund. This capital increase was conducted in accordance with CMB’s Decree 7/134 and dated 20 February 2004, ii. On the basis of a decision made on the Company’s general assembly meeting dated 7 April 2004 which provided the relevant authorization to the Board of Directors, the Board of Directors have decided on 7 April 2005 to offset TL 38.569.530 from the Company’s accumulated deficit from its 2003 equity, Management On the other hand, according to CMB’s Decree numbered 2/24 and dated 15 January 2009: iii. Based on the transactions disclosed in (i) and (ii), the deficit balance of TL 22.004.609 on the Capital Inflation Adjustment Difference which is presented after Paid Capital balance on the balance sheet has been offset with the Accumulated Deficit balance in order to avoid any confusion regarding the existing payment of the capital balance. 70.911 4.818 (44.770.175) (12.522.402) (57.216.848) 70.911 4.818 (41.368.505) (3.401.670) (44.694.446) b) Revaluation Reserves Revaluation of property, plant and equipment occurs as a result of revaluation of buildings and land. In case of a disposal of property, plant and equipment, revaluation fund of the asset is transferred to the accumulated losses. (Note 18). Environment and Sustainability 31 December 2009 Corporate Governance and Financial Information Legal reserves and special funds Extraordinary reserves Accumulated losses Net loss for the year 31 December 2010 In 2010 According to legal records of the company’s profit distribution based on equity indices are as follows: 66- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 28. SALES AND COST OF SALES Domestic Sales Export Sales Sales discounts (-) Sales returns (-) Net Sales Cost of Sales Gross Profit 1 January- 31 December 2010 101.541.630 23.332.845 (28.354.046) (371.317) 96.149.112 (78.779.830) 17.369.282 1 January31 December 2009 116.691.532 18.493.557 (36.491.035) (1.154.220) 97.539.834 (66.291.949) 31.247.885 29. RESEARCH AND DEVELOPMENT EXPENSES, MARKETING, SELLING AND DISTRIBUTION EXPENSES, GENERAL ADMINISTRATIVE EXPENSES Marketing, selling and distribution expenses (-) General administrative expenses (-) 1 January- 31 December 2010 (16.059.607) (6.048.679) (22.108.286) 1 January31 December 2009 (17.078.055) (5.694.685) (22.772.740) Marketing, selling and distribution expenses details Transportation expenses Advertisement expenses Personnel expenses Energy expenses Depreciation and amortization expenses Other 1 January31 December 2010 (5.830.570) (5.487.989) (2.175.555) (303.661) (60.765) (2.201.067) (16.059.607) 1 January31 December 2009 (6.397.906) (6.626.985) (1.855.177) (268.392) (73.639) (1.855.956) (17.078.055) General administrative expenses details Personnel expenses Consultancy expenses Employment termination benefits (Note 24) Depreciation and amortization expenses (Note 18) Tax expense (other than corporate taxes) Energy expenses Representation and hosting expenses Communication expenses Insurance expenses Other 1 January31 December 2010 (2.165.804) (1.549.105) (525.409) (178.684) (131.137) (112.703) (89.992) (85.200) (44.314) (1.214.645) (6.048.679) 1 January31 December 2009 (1.899.454) (1.597.151) (395.240) (197.233) (216.587) (126.374) (70.423) (121.989) (40.178) (1.030.056) (5.694.685) 67- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. About Viking Kağıt Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 1 January31 December 2009 (35.397.770) (12.334.904) (7.403.360) (8.611.787) (6.397.906) (6.626.985) (3.226.911) (1.597.151) (7.467.915) (89.064.689) 31. OTHER OPERATING INCOME/(EXPENSES) Other operating income for the years ended 31 December 2010 and 31 December 2009 are as follows: Gain on sales of property, plant and equipment Scrap sales income Reversal of provision for impairment of receivables (Note 10) Fair value gain on financial assets Rent income Reversal of provision for legal cases Income from insurance claims Other 1 January- 31 December 2010 184.395 109.657 106.327 103.327 100.087 40.148 39.523 339.119 1.022.583 Management 1 January31 December 2010 (47.352.271) (12.173.247) (8.571.274) (8.194.197) (5.830.570) (5.487.989) (3.253.410) (1.549.105) (8.476.053) (100.888.116) 1 January31 December 2009 117.055 96.997 3.451 196.855 32.161 288.471 734.990 In 2010 Direct material cost Energy and utilities expenses Personnel expenses Depreciation and amortisation (Note 18-19) Transportation expenses Advertisement expenses Repair and maintenance expenses Consultancy expenses Other Chairperson’s Message 30. EXPENSES BY NATURE 1 January31 December 2010 (88.139) (87.981) (44.276) (51.844) (45.740) (18.886) (115.889) (452.755) 1 January31 December 2009 (436.797) (177.990) (137.755) (1.756.005) (25.113) (273.631) (2.807.291) Corporate Governance and Financial Information Paid-up penalties Vehicle rent expenses Provision for litigations Losses on inventories Provision for doubtful receivables (Note 10) Special communication tax expenses Other Environment and Sustainability Other operating expense for the years ended 31 December 2010 and 31 December 2009 are as follows: 68- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 32. FINANCE INCOME Foreign exchange gain Bail income Income from early payment of borrowings Interest income on credit sales Interest income Foreign exchange gain from swap transaction 1 January 31 December 2010 2.929.340 732.416 657.040 126.196 107.443 4.552.435 1 January31 December 2009 2.773.187 1.345.309 290.231 73.795 429.000 4.911.522 1 January31 December 2010 1 January31 December 2009 33. FINANCE EXPENSE Interest expense on borrowings Interest expense from swap transaction Interest expense on credit purchases Foreign exchange loss Bail expenses and bank commissions Other (6.538.790) (1.344.790) (4.939.389) (840.046) (83.126) (13.746.141) (5.627.143) (4.579.103) (2.009.034) (3.200.798) (1.204.787) (16.620.865) 31 December 2010 535.320 535.320 31 December 2009 1.013.464 1.013.464 34. NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS None. (31 December 2009: None). 35. TAX ASSETS AND LIABILITIES Tax income comprises: Deferred income taxes 69- Viking Kağıt Annual Report 2010 Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. 35. TAX ASSETS AND LIABILITIES (CONTINUED) 1 January31 December 2010 (13.362.882) 2.672.576 (375.135) 85.155 579.674 (2.298.926) (128.024) 535.320 1 January31 December 2009 (5.306.499) 1.061.300 (776.809) 103.674 371.813 253.486 1.013.464 Management Loss before taxation on income Tax at the domestic income tax rate of 20% (2009: 20%) Tax efficiency: -Expenses not deductible for tax purposes -Income not subject to tax -Effect of the transfer of depreciation -Tax losses for which no deferred income tax asset was recognized -Other Income tax for the statement of comprehensive income Chairperson’s Message Reconciliation of taxation income: Corporate Tax The Company is subject to Turkish corporate taxes. Provision is made in the accompanying financial statements for the estimated charge based on the Company’s results for the years and periods. The effective tax rate in 2010 is 20% (2009: 20%) for the Company. In Turkey, advance tax returns are filed on a quarterly basis. Advance corporate income tax rate applied in 2010 is 20%. (2009: 20%). Losses can be carried forward for offset against future taxable income for up to 5 years. However, losses cannot be carried back for offset against profits from previous periods. In 2010 Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding back non-deductible expenses, and by deducting dividends received from resident companies, other exempt income and investment incentives utilized. Income tax witholding In addition to corporate taxes, companies should also calculate income withholding taxes and funds surcharge on any dividends distributed, except for companies receiving dividends who are Turkish residents and Turkish branches of foreign companies. Income withholding tax applied in between 24 April 2003 – 22 July 2006 is 10% and commencing from 23 July 2006, this rate has been changed to 15% upon the Council of Ministers’ Resolution No: 2006/10731. Undistributed dividends incorporated in share capital are not subject to income withholding tax. Environment and Sustainability Furthermore, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns between 1-25 April following the close of the accounting year to which they relate. Tax authorities may, however, examine such returns and the underlying accounting records and may revise assessments within five years. Deferred taxes The Company recognizes deferred tax assets and liabilities based upon temporary differences arising between its financial statements as reported for IFRS purposes and its statutory tax financial statements. These differences usually result in the recognition of revenue and expenses in different reporting periods for IFRS and tax purposes and they are given below. For calculation of deferred tax asset and liabilities, the rate of 20% (2009: 20%) is used. Corporate Governance and Financial Information Withholding tax at the rate of 19.8% is still applied to investment allowances relating to investment incentive certificates obtained prior to 24 April 2003. Subsequent to this date, the investments without investment incentive certificates do not qualify for tax allowance. 70- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 35. TAX ASSETS AND LIABILITIES (CONTINUED) In Turkey, the companies cannot declare a consolidated tax return, therefore subsidiaries that have deferred tax assets position were not netted off against subsidiaries that have deferred tax liabilities position and disclosed separately. Deferred tax (asset)/liabilities: Revaluation on land, land improvements, buildings and machinery and equipment Net difference between the tax base and carrying value of property plant equipment and intangible assets Provision for employment termination benefits 31 December 2010 31 December 2009 4.636.479 5.361.070 (2.568.745) (339.548) 1.728.186 (2.828.316) (269.248) 2.263.506 Deferred income tax assets are recognised for tax losses carried forward to the extent that the realisation of the related tax benefit through the future taxable profits is probable, this amount is TL 72.090.577 (2009: TL 64.658.728) at the balance sheet date. On the other hand, the Company did not recognise deferred income tax assets of TL 14.418.115 (2009: TL 12.931.746) arising from tax losses carried forward, certain temporary differences between the tax base and the carrying value of property, plant, equipment and intangible assets and impairment on financial assets as their future utilisation is not virtually certain. Years of expiration of tax losses carried forward which are not recognized as of 31 December are as follows: Expiration schedule of carryforward tax losses is as follows: Expiring in 2010 Expiring in 2011 Expiring in 2012 Expiring in 2013 Expiring in 2015 31 December 2010 - 11.490.829 17.482.020 31.623.099 11.494.629 72.090.577 31 December 2009 4.062.780 11.490.829 17.482.020 31.623.099 64.658.728 1 January31 December 2010 (2.263.506) 535.320 (1.728.186) 1 January31 December 2009 (3.276.970) 1.013.464 (2.263.506) 1 January31 December 2010 (12.827.562) 40.000.000 (0,3207) 1 January31 December 2009 (4.293.035) 60.496.807 (0,0710) Movements in deferred income tax liabilities can be analysed as follows: Movement of deferred tax (asset)/liabilities: Opening balance Recorded on the income statement Closing balance at 36. LOSS PER SHARE - Loss for the year - Weighted number of share with a TL1 face value - Loss per share with a TL 1 face value 71- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. About Viking Kağıt Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) Receivables from Yaşar Dış Ticaret A.Ş. arise from the exporting activities performed by this related party. Due from Related Parties Yaşar Dış Ticaret A.Ş. Other Receivables due from related parties Dyo Boya Fabrikaları Sanayi ve Ticaret A.Ş. (“Dyo Boya”) Due to Related Parties Yaşar Dış Ticaret A.Ş. Yaşar Birleşik Pazarlama Dağıtım Turizm ve Ticaret A.Ş. Other 31 December 2010 31 December 2009 1.775.531 1.775.531 1.281.512 1.281.512 31 December 2010 31 December 2009 25.363 25.363 30.103 30.103 31 December 2010 31 December 2009 89.068 25.354 - 114.422 315.361 2.705 318.066 Management Summary of the due from and due to related parties balances as of 31 December 2010 and 2009 and significant intercompany transactions were as follows: Chairperson’s Message 37. TRANSACTIONS AND BALANCES WITH RELATED PARTIES 31 December 2009 14.154.111 48.486.661 11.805 62.652.577 13.720.552 948.363 207.670 14.876.585 As of 31 December 2010, payables to YBP and Yaşar Holding A.Ş. are resulted from non-trade payables and related interest charges calculated. The effective interest rate applied to due to related parties is 10% p.a. as of 31 December 2010 (2009: 11% p.a.). Product sales to related parties Yaşar Dış Ticaret A.Ş. Yaşar Birleşik Pazarlama Dağıtım Turizm ve Ticaret A.Ş. Other 1 January31 December 2010 18.697.214 25.227 223 18.722.664 1 January31 December 2009 14.160.033 34.216 42.071 14.236.320 1 January- 31 December 2010 72.279 66.678 30.717 169.674 1 January31 December 2009 65.442 152.743 38.198 256.383 Services given to related parties Yaşar Holding A.Ş. Yaşar Birleşik Pazarlama Dağıtım Turizm ve Ticaret A.Ş. Other Environment and Sustainability Yaşar Birleşik Pazarlama Dağıtım Turizm ve Ticaret A.Ş. Yaşar Holding A.Ş. Other 31 December 2010 Corporate Governance and Financial Information Other Payables due to related parties In 2010 The payables to Yaşar Dış Ticaret A.Ş. as of 31 December 2010 consist of raw materials purchases from abroad through this company. 72- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 37. TRANSACTIONS AND BALANCES WITH RELATED PARTIES (CONTINUED) Product purchases from related parties Yaşar Dış Ticaret A.Ş. Other 1 January31 December 2010 2.168.362 29.470 2.197.832 1 January31 December 2009 1.277.028 296.338 1.573.366 1 January31 December 2009 1.642.037 333.073 104.700 41.130 2.120.940 The Company makes purchases of raw materials from abroad through Yaşar Dış Ticaret A.Ş. Services received from related parties Yaşar Holding A.Ş. Yaşar Dış Ticaret A.Ş. Yaşar Birleşik Pazarlama Dağıtım Turizm ve Ticaret A.Ş. Other 1 January31 December 2010 1.708.153 409.655 85.634 108.855 2.312.297 The services received from Yaşar Holding A.Ş. are composed of consultancy services. Key management compensation Salaries and other short-term benefits Other long-term benefits 1 January31 December 2010 761.930 30.881 792.811 1 January31 December 2009 628.232 21.097 649.329 Fixed asset purchases from related parties Yaşar Holding A.Ş. Other 1 January31 December 2010 75.765 17.548 93.313 1 January31 December 2009 70.995 70.995 Finance income from related parties Yaşar Holding A.Ş. Dyo Boya Other 1 January31 December 2010 573.109 64.479 99.416 737.004 1 January31 December 2009 970.212 230.674 244.365 1.445.251 Finance income included above amounting to TL 732.416 (2009: TL 1.345.309) (Note 32) is composed of bail commission charges for the loans obtained by Yaşar Group companies from international capital markets and a financial institution with the guarantee of the Company. The bail commission rate used in the intercompany charges is 0,5% p.a. (2009: 0,75% p.a.). Finance expenses from related parties Yaşar Birleşik Pazarlama Dağıtım Turizm ve Ticaret A.Ş. Yaşar Holding A.Ş. Çamlı Yem Yaşar Dış Ticaret A.Ş. Other 1 January31 December 2010 1.335.980 252.243 46.745 47.564 190.772 1.873.304 1 January31 December 2009 869.174 1.899.336 103.547 139.675 495.219 3.506.951 73- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. About Viking Kağıt Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) The finance expense consists of bail commission charge amounting to TL 215.557 (2009: TL 287.113), which is related with the loans obtained by the Company from various financial institutions with the guarantee of Yaşar Holding A.Ş., and overdue charges of TL 36.686 (2009: TL 1.612.223). Finance expenses from YBP consists of bail commission charge amounting to TL 46.745 (2009: TL 102.457), which is related with the loans obtained by the Company from international capital markets and various financial institutions with the guarantee of the related parties (Note 22), and overdue charges of TL 1.289.235 (2009: TL 766.717). The bail commission rate used in the associated intercompany charges is 0,5% p.a. (2009: 0,75% p.a.). 38. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT Chairperson’s Message 37. TRANSACTIONS AND BALANCES WITH RELATED PARTIES (CONTINUED) a) Capital Risk In order to maintain the Company’s capital structure, the Company may adjust the dividend balances, capital return to shareholders and sell assets in order to pay off its debt. The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings, including derivative financial instruments, less cash and cash equivalents. Total capital is calculated as “equity” as shown in the balance sheet plus net debt. Total debt Less: Cash and Cash Equivalents Net debt Total Equity Debt/Equity Ratio 68.107.174 (946.960) 67.160.214 17.354.727 387% 31 December 2009 68.801.391 (516.015) 68.285.376 26.492.334 258% In 2010 31 December 2010 Management The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Company’s activities expose it to a variety of financial risks: market risk (including currency risk, price risk, cash flow and fair value interest rate risk), capital risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Company. Risk management is carried out under policies approved by the Board of Directors of the Company (“the Board”). The Board provides principles for over-all risk management as well as policies covering specific areas, such as foreign exchange risk, interest rate risk and capital risk. Environment and Sustainability b) Financial Risk Factors • safeguarding the Company’s core earnings stream from its major assets through the effective control and management of foreign exchange risk and interest rate risk; • effective and efficient usage of credit facilities in both the short and long term through the adoption of reliable liquidity management planning and procedures; • ensuring that all contracts and agreements related to risk management activities are coordinated and consistent throughout the Company and that they comply where necessary with all relevant regulatory and statutory requirements. Corporate Governance and Financial Information The financial risk management objectives of the Company are defined as follows: 74- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 38. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED) a) Credit Risk: Ownership of financial assets involves the risk that counterparties may be unable to meet the terms of their agreements and in turn credit risk arises from cash and cash equivalents, deposits in banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. Risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. These risks are monitored by credit ratings and limiting the aggregate risk to any individual counter party and receiving guarantees when required. The credit risk is generally highly diversified due to the large number of entities comprising the ultimate customer bases and their dispersion across different industries. The following table analyses the Company’s credit risk as of 31 December 2010 and 2009: Company’s credit risks 31 December 2010 Maximum amount of credit risk exposed as of reporting date (*) - The part of maximum credit risk covered with guarantees (**) A. Net book value of financial assets not due or not impaired B. Net book value of financial assets whose conditions are renegotiated, otherwise will be classified as past due or impaired C. Net book value of assets past due but not impaired - The part covered by guarantees D. Net book value of financial assets impaired - Past due (gross book value) - Impairment (-) - The part covered with guarantees - Not due (gross book value) - Impairment (-) - The part covered with guarantees E. Off- balance sheet items exposed to credit risk Receivables Trade Receivables Other Receivables Related Third Related Third Parties Parties Parties Parties 1.775.531 12.099.339 Bank Deposits Total 25.363 35.865 831.261 14.767.359 - 1.744.990 - - - 1.744.990 1.478.165 9.945.079 25.363 35.865 831.261 12.315.733 297.366 1.724.988 5.460 429.273 - 3.798.685 - (3.369.412) 429.273 - - - - 2.022.354 5.460 429.273 3.798.685 (3.369.412) 429.273 - - 75- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. About Viking Kağıt Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 16.355.177 30.103 - 516.015 18.182.807 - 3.666.534 - - - 3.666.534 1.272.598 14.460.121 - - 516.015 16.248.734 - - - - - - 8.914 - 1.614.846 55.000 280.210 3.710.212 (3.430.002) 280.210 - 30.103 - - - 1.653.863 55.000 280.210 3.710.212 (3.430.002) 280.210 - (*) Factors increasing credit reliability such as guarantees received are not taken into consideration while determination of aforementioned amounts. (**) Considering the past experiences, the Company management believes that there are no additional credit risk for the collection of these receivables. Management 1.281.512 In 2010 Total Environment and Sustainability Maximum amount of credit risk exposed as of reporting date (*) - The part of maximum credit risk covered with guarantees (**) A. Net book value of financial assets not due or not impaired B. Net book value of financial assets whose conditions are renegotiated, otherwise will be classified as past due or impaired C. Net book value of assets past due but not impaired - The part covered by guarantees D. Net book value of financial assets impaired - Past due (gross book value) - Impairment (-) - The part covered with guarantees - Not due (gross book value) - Impairment (-) - The part covered with guarantees E. Off- balance sheet items exposed to credit risk Bank Deposits Corporate Governance and Financial Information 31 December 2010 Receivables Trade Receivables Other Receivables Related Third Related Third Parties Parties Parties Parties Chairperson’s Message 38. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED) 76- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 38. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED) Considering the past experience of management, the Company has no significant problems with the collection of past-due financial assets and the aging of relevant balances are as follows: 31 December 2010 1-30 days overdue 1-3 months overdue 3-12 months overdue 1-5 years overdue The amount covered with guarantees 31 December 2009 1-30 days overdue 1-3 months overdue 3-12 months overdue 1-5 years overdue The amount covered with guarantees Trade Receivables Related Parties Third Parties 289.736 7.630 297.366 - Total 1.698.912 24.825 1.250 429.273 2.154.260 434.733 1.988.648 24.825 8.880 429.273 2.451.626 434.733 Trade Receivables Related Parties Third Parties Total 8.914 - 1.551.854 62.992 280.210 1.560.768 62.992 280.210 8.914 1.895.056 1.903.970 - 335.210 335.210 As of the balance sheet date, no collaterals are received for non-impaired, but overdue trade receivables. b) Liquidity Risk Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents, the availability of funding through an adequate amount of credit facilities and the ability to close out market positions. The ability to fund the existing and prospective debt requirements is managed by maintaining the availability of adequate committed funding lines from high quality lenders. In order to maintain liquidity, the Company management closely monitors the collection of trade receivables on time in order to prevent any financial burden that may result from late collections, and the Company treasury aims to maintain flexibility in funding by keeping committed credit lines available. 77- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. About Viking Kağıt Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) The table below analyses the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. 31 December 2010 Contractual maturity date: Carrying value Total Cash Outflows (I+II+III+IV) Less than 3 months (I) 3-12 months (II) 1-5 years (III) More than 5 years (IV) Chairperson’s Message 38. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED) 31 December 2009 Contractual maturity date: Non-derivative financial liability Borrowings Other trade payables Other payables 5.445.587 13.367.131 62.661.587 81.474.305 5.582.870 5.440.682 13.425.546 6.455.462 62.665.692 420.145 81.674.108 12.316.288 Carrying value 53.924.806 15.426.923 14.876.585 84.228.314 Total Cash Outflows (I+II+III+IV) 56.559 6.408.266 62.245.547 68.710.372 - 1-5 years (III) More than 5 years (IV) Less than 3 3-12 months months (I) (II) 76.098.626 6.495.568 15.563.621 8.617.718 14.876.585 106.538.832 15.113.286 85.629 561.818 647.447 7.452.187 62.150.871 5.118.684 1.827.219 14.876.585 27.447.456 63.978.090 - The Company has no derivative financial liabilities as of 31 December 2010. In 2010 Borrowings Other trade payables Other payables Management Non-derivative financial liability c) Market Risk Corporate Governance and Financial Information The Company is exposed to foreign exchange risk through the impact of rate changes on translation into TL of foreign currency denominated assets and liabilities. These risks are monitored by analysis of the foreign currency position. Existing risks are monitored by the Company’s Audit Committee and Board of Directors. Environment and Sustainability i) Foreign Exchange Risk 78- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 38. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED) Foreign currency position as 31 December 2010 and 31 December 2009 is as follows: 1. Trade Receivables 2a. Monetary Financial Assets 2b. Non-Monetary Financial Assets 3. Other 3. CURRENT ASSETS 4. Other 5. NON- CURRENT ASSETS 6. TOTAL ASSETS 7. Trade Payables 8. Financial Liabilities 9a. Other Monetary Liabilities 10. SHORT-TERM LIABILITIES 11. Trade Payables 12. Financial Liabilities 13a. Monetary Other Liabilities 14. LONG-TERM LIABILITIES 15. TOTAL LIABILITIES 16. Net Asset/Liability Position of Off-Balance Sheet Derivative Instruments 17.a Amount of Asset Nature Off-Balance Sheet Derivative Instruments 18 b. Amount of Liability Nature Off-Balance Sheet Derivative Instruments 19. Net foreign liability/asset position 20. Net Foreign Currency Asset/Liability Position of Monetary Items 21. Total Fair Value of Financial Instruments Used for Foreign Currency Hedging 22. Export 23. Import TL equivalent 2.009.155 52.942 2.062.097 2.062.097 31 December 2010 USD EUR 218.806 173.527 33.250 750 252.056 174.277 252.056 174.277 Other 1.315.306 1.315.306 1.315.306 8.047.807 5.312.959 45.731.540 59.092.306 647.447 59.739.753 4.383.156 3.400.000 36.978 7.820.134 7.820.134 614.406 27.602 22.289.967 22.931.975 315.967 23.247.942 12.469 - - - - (57.677.656) (7.568.077) (23.073.664) 1.302.837 (57.677.656) (7.568.077) (23.073.664) 1.302.837 23.254.940 29.738.875 15.499.532 19.821.107 - 12.469 12.469 - - 79- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. About Viking Kağıt Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 1.291.224 62.616 1.084 1.354.924 1.354.924 - 47.416 28.985 502 76.903 76.903 1.188.791 1.188.791 1.188.791 7.513.783 6.366.029 13.879.812 1.827.218 47.526.600 49.353.818 63.233.630 4.083.033 3.675.911 7.758.944 7.758.944 632.301 384.766 1.017.067 845.817 22.000.000 22.845.817 23.862.884 - - - - - 3.699.803 - 1.712.634 - (58.178.903) (7.758.944) (22.073.347) 1.188.791 (58.178.903) (7.758.944) (22.073.347) 1.188.791 48.348.249 18.529.641 11.948.766 24.934.606 16.024.382 22.380.340 - Management Other - - In 2010 31 December 2009 USD EUR Environment and Sustainability TL equivalent Corporate Governance and Financial Information 1. Trade Receivables 2a. Monetary Financial Assets 2b. Non-Monetary Financial Assets 3. Other 3. CURRENT ASSETS 4. Other 5. NON- CURRENT ASSETS 6. TOTAL ASSETS 7. Trade Payables 8. Financial Liabilities 9a. Other Monetary Liabilities 10. SHORT-TERM LIABILITIES 11. Trade Payables 12. Financial Liabilities 13a. Monetary Other Liabilities 14. LONG-TERM LIABILITIES 15. TOTAL LIABILITIES 16. Net Asset/Liability Position of Off-Balance Sheet Derivative Instruments 17.a Amount of Asset Nature Off-Balance Sheet Derivative Instruments 18 b. Amount of Liability Nature Off-Balance Sheet Derivative Instruments 19. Net foreign liability/asset position 20. Net Foreign Currency Asset/Liability Position of Monetary Items 21. Total Fair Value of Financial Instruments Used for Foreign Currency Hedging 22. Export 23. Import Chairperson’s Message 38. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED) 80- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 38. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED) 31 December 2010 1 - Asset/Liability denominated in USD-net 2- The part hedged for USD risk (-) 3- USD Effect Net (1 +2) 4 - Asset/Liability denominated in EUR net 5 - The part hedged for EUR risk (-) 6- EUR Effect Net (4+5) 7 - Assets/Liabilities denominated in other foreign currencies net 8 - The part hedged for other foreign currency risk (-) 9- Other Foreign Currency Effect (7+8) Total (3 + 6 + 9) 31 December 2009 1 - Asset/Liability denominated in USD-net 2- The part hedged for USD risk (-) 3- USD Effect Net (1 +2) 4 - Asset/Liability denominated in EUR net 5 - The part hedged for EUR risk (-) 6- EUR Effect Net (4+5) 7 - Assets/Liabilities denominated in other foreign currencies net 8 - The part hedged for other foreign currency risk (-) 9- Other Foreign Currency Effect (7+8) Total (3 + 6 + 9) Profit/Loss Before Tax Appreciation of Depreciation of foreign currency foreign currency Change of USD by 10% against TL (1.170.025) 1.170.025 - (1.170.025) 1.170.025 Change of EUR by 10% against TL (4.728.025) 4.728.025 - (4.728.025) 4.728.025 Change of other currencies by 10% against TL 130.284 (130.284) - 130.284 (130.284) (5.767.766) 5.767.766 Profit/Loss Before Tax Appreciation of Depreciation of foreign currency foreign currency Change of USD by 10% against TL (1.168.264) 1.168.264 - (1.168.264) 1.168.264 Change of EUR by 10% against TL (5.138.485) 5.138.485 4.834.825 (4.834.825) (303.660) 303.660 Change of other currencies by 10% against TL 284.026 (284.026) - 284.026 (284.026) (1.187.898) 1.187.898 ii) Interest rate risk The Company is exposed to interest rate risk through the impact of rate changes on interest bearing assets and liabilities. The Company’s interest rate risk arises mainly from borrowings (Note 37). Borrowings issued at variable rates and other interest bearing liabilities expose the Company to cash flow interest rate risk which is partially offset by interest bearing assets. The interest rate risk is monitored by analysis of the assets and liabilities that are responsive to the fluctuations in interest rates. Interest rate position table 31 December 2010 Financial instruments with fixed interest rates Financial assets 600.000 Financial liabilities 5.445.587 Financial instruments with floating interest rates Financial assets 13.900.232 Financial liabilities 75.592.778 31 December 2009 350.000 5.576.558 17.666.792 79.244.857 81- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. About Viking Kağıt Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) According to the interest rate sensitivity analysis performed as at 31 December 2010, if interest rates had been 1% higher while all other variables being constant, net loss for the current year would be TL 5,846 (2009: TL187,589) higher as a result of additional interest expense that would be incurred on financial instruments with floating rates. iii) Price risk The operational profitability of the Company and the cash flows provided from the operations are affected by the sanitary paper sector which are changing according to the competition in the relevant market and the changes in the raw material prices. These relevant prices are closely followed up by the Company management and Audit Committee to reduce the pressure of the costs on selling prices and necessary precautions for cost reductions are taken accordingly. The Company has not used derivative instruments or entered into a similar agreement. Price risk is monitored by Board of Directors and Audit Committee via regular meetings. Chairperson’s Message 38. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED) 39. FINANCIAL INSTRUMENTS (FAIR VALUE AND FINANCIAL RISK MANAGEMENT DISCLOSURES) 31 December 2009 Financial assets Cash and cash equivalents Trade receivables Due from related parties Financial Investments Financial assets Financial liabilities Borrowings Trade payables Due to related parties Available for sale 946.960 12.099.338 1.800.894 - 103.327 - - 946.960 12.099.338 1.800.894 103.327 6 10 37 7 - - 5.359.958 13.367.131 62.766.999 - 5.359.958 13.367.131 62.766.999 8 10 37 Financial liabilities at amortized cost Carrying value Derivative financial instruments Carrying value Note Loans and receivables Available for sale 516.015 16.355.177 1.311.615 - - - 3.699.803 516.015 16.355.177 1.311.615 3.699.803 6 10 37 7 8 - - 53.924.806 15.108.857 15.194.651 - 53.924.806 15.108.857 15.194.651 8 10 37 Note In 2010 Derivative financial instruments Environment and Sustainability Financial liabilities Borrowings Trade payables Due to related parties Loans and receivables Financial liabilities at amortized cost Corporate Governance and Financial Information 31 December 2010 Financial assets Cash and cash equivalents Trade receivables Due from related parties Financial Investments Management Categories of financial instruments and fair values 82- Viking Kağıt Annual Report 2010 Viking Kağıt ve Selüloz A.Ş. Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) 39. FINANCIAL INSTRUMENTS (FAIR VALUE AND FINANCIAL RISK MANAGEMENT DISCLOSURES) (CONTINUED) Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by a quoted market price, if one exists. The estimated fair values of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, judgment is necessarily required to interpret market data to estimate the fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The following methodologies and assumptions have been used in the estimation of the fair value of financial instruments. Financial Assets The fair values of balances denominated in foreign currencies, which are translated at year-end exchange rates, are considered to approximate to their carrying values. Cash and cash equivalents are carried at their fair values. The fair values of trade receivables and due from related parties are considered to approximate their respective carrying values due to their shortterm nature. The cost of available-for-sale investments not traded in active markets, less, if any, impairments are considered to approximate their fair values. Financial Liabilities Trade payables, payables to related parties and other monetary liabilities are estimated to be presented with their discounted carrying amounts and they are considered to approximate to their fair values and the fair values of balances denominated in foreign currencies. 40. SUBSEQUENT EVENTS None (31 December 2009: None). 41. MANAGEMENT PLANS The Company’s current liabilities exceed its current assets by TL 56.031.362 as at 31 December 2010, and the Company’s net loss and accumulated losses for the year 2010 amount to TL 12.827.562 and TL 35.037.808, respectively. In this respect, the Company management developed a considered plan in order to cast doubt on the Company’s ability to continue as a going concern. Accordingly, the following plan has been developed: i. The Company will continue its cost improvement efforts in 2011, as it did during the previous years. New 6 Sigma projects will be implemented during 2011, following the 6 Sigma project finalized in 2010. Sales activities at profitable locations will be resumed, which will necessitate the efficient and effective utilization of the human resources of the entity’s sales and marketing as well as production departments. The entity plans to enrich its current export channel, as its profitability is high and its sales terms of relatively shorter maturities are expedient. The Entity aims to increase its operational profitability even further, through the expenditure of the efforts listed above. ii. The entity had reviewed its sales strategy in 2009, and had revised it to only focus on those sales points that were highlyprofitable. Moreover, production resources were re-allocated away from products with low profit margins toward those with higher profit margins. This resulted in the attainment of higher revenues, and thereby, higher profits. The increase in the sector’s raw material prices to the highest price level of the last 15 years, however, decreased the entity’s profits for the year 2010. As a result, the entity made its plans with the aim of increasing profitability during 2011, which began with relatively lower raw material prices. In line with these strategic objectives, the percentage of paper napkins— the least profitable—in the Entity’s product line, were significantly reduced. Additionally, the market was segregated into sales channels and productive sales points were identified. iii. The Entity’s dealers are continuously being improved, based on considerations of their risk structures. The Entity will continue to revise its distribution network in the future, aiming to work with distributors that are able to enhance the position of its products within the market. 83- Viking Kağıt Annual Report 2010 Notes to the Audited Financial Statements for the Year Ended 31 December 2010 (Amounts expressed in Turkish Lira (TL) unless otherwise indicated.) About Viking Kağıt Viking Kağıt ve Selüloz A.Ş. iv. The Entity will continue the implementation of its “channel profitability” strategy in 2011, as it did in 2010 and 2009. Having segregated the market into numerous channels considered individually as well as collectively, the Entity has determined the specific cost-cutting efforts it will implement in each channel, which has enabled it to gain greater control over cost contributors. v. The Entity has a deink facility, which provides it a competitive edge in its sector, with regards to cost-cutting. In 2010, this plant was more effectively utilized and the associated variable costs were successfully trimmed. The Entity will concentrate on the sale of those products that can be produced from the raw material obtained through de-inking recycled paper, which is considerably cheaper than cellulose. Chairperson’s Message 41. MANAGEMENT PLANS (CONTINUED) x. The capacity deficiency that occurred in the second half of 2010 as a result of a decrease in the supply-chain channel was managed in part, by supplementing with finished goods, exports, and domestic WIP products. The entity plans to focus on domestic sales of WIP products with an eye for increasing profitability. The main shareholder of the Company, Yaşar Holding A.Ş., has also committed to provide the necessary financial support for the strengthening of the financial structure of the Company and for the timely payment of the Company’s existing trade and nontrade payables. Accordingly, the Company management and the main shareholder of the Company believe that the Company has the ability to continue its operations in the foreseeable future. In 2010 ix. Fundamental changes to the sales system were implemented in 2009. The distribution channels used by the entity’s dealers were ranked according to revenue, which enabled the entity to get a deeper understanding of both its dealers and the overall market. The transition to the SAP application by dealers in the second half of 2010 is expected to tighten the entity’s control over its dealers, in addition to increasing the efficiency with which it transacts with its dealers. SAP will enable the entity to monitor dealers’ inventory levels and sales, and intervene where necessary. The system will also be revamped with regards to tighter control over granting sales discounts, and monitoring of shelf prices at each dealer individually, in an effort to increase profitability. The new system, which focuses on after sales management will continue to be improved throughout 2011. The system aims to discipline and implement a more realistic pricing policy throughout the entire country. Quantitative distribution is a priority for the entity. Therefore, the entity provides guidance to all of its dealers in increasing their distribution quantity. Environment and Sustainability viii. According to the results of the research studies conducted in 2009 to identify and understand consumer needs and expectations, the entity decided to review its brand structure. The entity increased the pace of marketing efforts aiming to simplify its image, as market research revealed that its current brand image was perceived to be too complex to effectively communicate the intended message to targeted consumers. Segments incorporated under the Lily brand were analyzed thoroughly, in an effort to understand the way in which the brand was perceived and positioned within the consumers’ mind. In light of the findings obtained through this analysis, it was decided that the Lily brand would be positioned as the “flagship” brand, and concurrent efforts to improve both the brand’s image and product quality would be made. These developments led to the emergence of a new brand structure in 2011, departing from the hitherto implemented umbrella approach. Corporate Governance and Financial Information vii. The entity volunteered as a pilot facility for the implementation of various energy conservation practices under the energy efficiency initiative launched by the Ministry of Energy and Natural Resources on 18.04.2007, and completed its application to the program which involved reducing its energy consumption by 11% within the next three years. The entity’s application for entry into the initiative was successful; the program began in January of 2010 and will last for the subsequent three years. Management vi. The entity is going to implement numerous activities geared towards decreasing production costs in the face of increasing input costs, in line with its operational cost-cutting objective. 84- Viking Kağıt Annual Report 2010 Information for Investors Stock Exchange Viking Kağıt ve Selüloz A.Ş. shares are traded on the national market of the İstanbul Stock Exchange (ISE) under the symbol “VKING”. Initial public offering date: 13 October 1994 Annual General Meeting Pursuant to a resolution passed by the Board of Directors of Viking Kağıt ve Selüloz A.Ş., the company’s annual General Assembly meeting for 2010 will take place on 10 May 2011 at 14:00 hours at the following address: Hürriyet Cad. No: 474 Aliağa/İzmir. Dividend Policy Viking Kağıt ve Selüloz A.Ş.’s general policy concerning the distribution of its profits has been publicly disclosed and is accessible in the Turkish and English languages from the “Investor Relations” page of the company’s corporate website located at www.viking.com.tr. At a meeting of the company’s board held on 20 April 2011, the board voted to recommend to the general assembly of shareholders that no dividends be paid inasmuch as the company showed a loss as a result of its 2010 operations. Investor Relations Viking Kağıt ve Selüloz A.Ş. Investor Relations Department Şehit Fethi Bey Caddesi No: 120 35210 İzmir Tel : (90 232) 482 22 00 Fax : (90 232) 489 15 62 [email protected] Viking Kağıt Share Performance in 2010 (in comparison with the ISE General Index) 140 2,5 120 100 2 80 1,5 60 1 40 0,5 20 0 0 01/01/2010 ISE General (left axis) * Adjusted share prices 31/12/2010 30/06/2010 VKING (right axis) In the production of this report; Freelife paper, which is made of waste paper and has internationally acclaimed certificate of recycling, was used. Produced by Tayburn Kurumsal Tel: (90 212) 227 04 36 Fax: (90 212) 227 88 57 www.tayburnkurumsal.com Şehit Fethi Bey Cad. No: 120 35210 İzmir / Turkey Tel: +90 232 482 22 00 (10 lines) Fax: +90 232 484 17 89 - 483 46 59 www.viking.com.tr