OMV Petrol Ofisi A.Ş Interim Period Operational Report

Transcription

1 OMV Petrol Ofisi A.Ş Interim Period Operational Report

2 a. Operations of the Company... 2 b. Shareholding Structure... 2 c. Board of Directors... 3 d. Subsidiaries... 4 e. Company s position in the Sector... 5 f. Risk Management Policy... 5 g. Committees... 6 h. Capital Markets Instruments... 7 i. Annual General Assembly... 7 j. Other Issues... 7 k. Financial Highlights

3 a. Operations of the Company OMV Petrol Ofisi A.Ş. is engaged primarily in the supply and marketing of fuel from domestic and foreign markets, the organization of distribution and storing, additionally the sales of refinery byproducts, the production and blending of all types of grease, lubricants and their by-products, the establishment of blending and production facilities, wholesale and retail sales, import and export of lubricants; to construct and operate all kinds of plants for power generation, regardless of the source of energy, subject to the necessary approvals from the competent authorities, in particular the generation of power, operation and maintenance of power generation units, power trade and power distribution, to construct and operate grids, networks and line systems of all kinds, in particular pipelines, all activities relating to waste management in each case subject to the necessary approvals from the competent authorities. OMV Petrol Ofisi A.Ş.has 2,175 dealer stations 1 lubricant blending plant, 10 fuel and 3 LPG terminals (Aliağa, Yarımca, Aksaray), Marmara Ereğlisi terminal (joint venture). As of March 31, 2014, the number of personnel is 990 (December 31, 2013: 989). The Company is registered in İstanbul Trade Registry with the number and the address of the registered office is as follows: Eski Büyükdere Caddesi No: 33, Maslak, İstanbul The shares of the Company are quoted to İstanbul Stock Exchange Market (ISE) since b. Shareholding Structure The shareholding structure of OMV Petrol Ofisi as of March 31, 2014 is presented in the table below. REGISTERED CAPITAL: REGISTERED CAPITAL CEILING: 577,500,000 TL 750,000,000 TL COMPOSITION OF REGISTERED CAPITAL: Shareholders TL % OMV Petrol Ofisi Holding A.Ş. 319,949, OMV 240,104, Free Float & Others 17,445, Total 577,500,

4 c. Board of Directors OMV Petrol Ofisi Board shall consist of at least 6 (six) and maximum 12 (twelve) members elected by the General Assembly of Shareholders. Board of Directors Members: Name - Surmane Title Positions Held in the Company in the Last 5 Years Current Positions Held Outside the Company Gerhard Roiss Chairman Vice Chairman OMV CEO David Charles Davies Vice Chairman OMV CFO Manfred Leitner OMV Manager Stefan Waldner OMV Manager Jacobus Gerardus Huijskes Hans Peter Floren Tulu Gümüşteki Terzioğlu Gülsüm Azeri Clive Mark Hyman Haluk Kaya OMV Manager OMV Manager - - -CEO Independent Independent - CEO Independent Independent İzocam Independent Chairman Hyman Capital Services Limited UK CFO Wishbone Gold Plc Consultant Black Swan Plc BHS Ev Aletleri Sanayi ve Ticaret A.Ş. Executive Committee Member Committees Charged and Task Corporate Governance Committee Member / Early Recognition of Risk Committee Member Corporate Governance Committee Member / Early Recognition of Risk Committee Member Audit Committee Chairman / Corporate Governance Committee Member / Early Recognition of Risk Committee Member Corporate Governance Committee Chairman/ Early Recognition of Risk Committee Chairman / Audit Committee Member 3

5 d. Subsidiaries The subsidiaries of the Company and their nature of businesses are as follows: Company Capital (TL) OMV Petrol Ofisi A.Ş. Share (%) Erk Petrol Yatırımları A.Ş Marmara Depoculuk Hizmetleri A.Ş Petrol Ofisi Havacılık Operasyonları A.Ş Çankaya Belpet Ltd Şti Erk Petrol Yatırımları A.Ş. ( ERK ) was established as a fuel and similar products distribution company in Fuel, petroleum products, LPG and similar products distribution license of ERK was terminated as of January 23, ERK started to rent and operate fuel stations as a dealer of OMV Petrol Ofisi since July, Currently, ERK has 10 dealer owned agency operated fuel stations and one wholesale fuel station. Marmara Depoculuk Hizmetleri Sanayi ve Ticaret A.Ş. was established in July 2009 to meet the needs of businesses owned by third parties in bulk and packaged petroleum products and lubricant oil storage and general warehouse management activities in accordance with the Petroleum Market Law and the Petroleum Market Regulation numbered 5015 and its related legislations. Marmara Depoculuk started to operate in November As it is disclosed on ; Board of Directors of our Company has resolved to commence the sale of our 45% of shares at Marmara Depoculuk Hizmetleri A.Ş. to Shell & Turcas Petrol A.Ş. with all related rights and obligations. Closing transactions will be realised after obtaining approval from Competition Board and other legal obligations. Petrol Ofisi Havacılık Operasyonları A.Ş. (with the old name Petrol Ofisi Akdeniz Rafinerisi Sanayi ve Ticaret A.Ş.), was established in June 2007 for building a petroleum refinery in Ceyhan. The refinery licence application of the Company was withdrawn and the Company is operating in aviation sales operations. The name of the Petrol Ofisi Akdeniz Rafinerisi Sanayi ve Ticaret A.Ş has been changed with Petrol Ofisi Havacılık Operasyonları A.Ş. at May 10,

6 e. Company s position in the Sector OMV Petrol Ofisi, Turkey s leading company in the fuel distribution sector. Total of 74 Fuel Distribution Company and 12,458 stations operate in the sector as of end of March OMV Petrol Ofisi has a share of 17.5% in all stations with its 2,175 stations as of March 31, (Source: EMRA). Company s sales range of products includes; Gasoline, Gasoil, Auto-LPG, Jet Fuel, Black Products and Lubricants. The Company closed first 2 months of 2014 with the market share of 21.5% Gasoline, 25.1% Gasoil, 24.7% total white product, 15% Auto-LPG and 20.2% in Black Products. (Source: EMRA). f. Risk Management Policy Risk Management aims to describe the risks which can negatively affect the Company s objectives, and to establish a system to manage those risks proactively. In this context, risk prioritization study was completed; risk measurement, assessment and control studies have been initiated in coordination with related departments. In order to ensure that risk assessment is efficiently used within the decision making process, the results of these studies are used in the establishment of the strategic processes and for the determination of audit requirements. In our company Early Recognition of Risk Committee has been established in line with the legislation and reported to the related parties bi-monthly. Internal Audit & Compliance Department analyses the processes to assure the compliance of activities with the rules and regulations and to increase their efficiency; and then assists in providing solutions to mitigate or eliminate risks in coordination with the related departments. Through the regular audit program that is set in line with the risk prioritization study, it assesses the efficiency of internal controls and monitors corrective actions of the related findings. Moreover Compliance, Regulatory Affairs and Law Departments follow changes in rules regulations and coordinate the compliance process of the company s activities to the new regulations. They propose changes to the processes, by assessing activities according to the requirements by means of control systems designed specifically for this purpose. 5

7 g. Committees In our Company, an Audit Committee, a Corporate Governance Committee and an Early Recognition of Risk Committee were established in line with the legislation and their charters were published on our website. Corporate Governance Committee; The Committee s duty is to monitor the Company s compliance with the capital market legislation and the Corporate Governance Principles set forth in the same legislation, in this respect to conduct improvement studies and to submit proposals to the Board of Directors. The Committee shall also fulfil the duties of the Nomination Committee and the Remuneration Committee according to the legislation. The Committee shall be established and authorized by the Board of Directors. The Committee shall consist of at least two members. The Chairman of the Committee shall be elected amongst the independent members of the board of directors. The Committee shall convene at least four times a year. Resolutions passed at the Committee meetings shall be in writing. Haluk KAYA Clive Mark HYMAN David Charles DAVIES Manfred LEITNER Alper YÜCEL Chairman of the Corporate Governance Committee Member of the Corporate Governance Committee Member of the Corporate Governance Committee Member of the Corporate Governance Committee Member of the Corporate Governance Committee Audit Committee; In our Company the Audit Committee is established to monitor the implementation of the reporting systems in accordance with applicable law and regulations, the disclosure of financial statements, implementation and effectiveness of independent audit and internal control systems. Audit committee will convene at least four times a year or more if required. The Chairman and the members of the Committee shall be elected amongst the independent members of the board of directors. The Committee shall be established and authorized by the Board of Directors. All related party transactions are regularly reported to the Audit Committee. Clive Mark HYMAN Haluk KAYA Chairman of the Audit Committee Member of the Audit Committee Early Recognition of Risk Committee; The Committee shall conduct studies for the early detection of the risks that may jeopardize the existence, development and continuity of the Company, for the implementation of the necessary precautions for the detected risks, review the risk management systems, examine the financial statements and audit the investment plans, risks thereof and the expenditures. Haluk KAYA Clive Mark HYMAN David Charles DAVIES Manfred LEITNER Chairman of the Early Recognition of Risk Committee Member of the Early Recognition of Risk Committee Member of the Early Recognition of Risk Committee Member of the Early Recognition of Risk Committee 6

8 h. Capital Markets Instruments There is no Capital Market Instrument issued in the period between and i. Annual General Assembly The 2013 Ordinary General Assembly Meeting of OMV Petrol Ofisi A. Ş. was held on April 28, 2014 at the headquarters of the Company. The shareholders also attended via electronically system. The quorum achieved in this meeting was 97%. All announcements related to General Assembly were made before 30 days from the General Assembly Meeting. The explanations of the agenda items, financials, annual report, independent audit report, related party transactions, donation policy, informing policiy and payment policy were made available to all shareholders in our web site and CRA system 30 days before the meeting. The 2013 financials were approved; the members of the Board of Directors and Auditors were released from their activities in the year The upper limit for donations in 2014 was defined as TL 2,700,000. Mr. Clive Mark Hyman and Mr. Haluk Kaya were elected as the Independent Members of the Board of Directors for one year. Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Ernst & Young) to conduct the independent audit of the financial statements for the financial year January 1, December 31, 2014 of the Company was approved. The dividend distribution policy of the Company was read and it was decided not to distribute dividend for The shareholders were informed that all transactions including the extensive and continuous transactions executed with the relevant parties, mortgages, pledges and other securities granted on behalf of the third parties. All of the questions asked by the shareholders, who attended to the meeting regardless of whether or not in the agenda, were answered. Dissenting documents including questions given by shareholders were also disclosed in Public. The information regarding volume of donations and the benefited parties were given to the shareholders as a separated agenda item in the General Assembly Meeting. j. Other Issues As it is disclosed on ; OMV Petrol Ofisi A.Ş. will conduct some of its import fuel purchases over OMV Supply & Trading AG in The total volume of these transactions is anticipated to exceed the ratios specified under the Communiqué II-17.1 of the Capital Markets Board. An international independent audit company has prepared a report regarding comparison of the conditions of the transaction with the market conditions and such report has been submitted to the Board of Directors of the Company. According to the conclusion part of this report, the above mentioned transaction is in conformity with the market conditions. The Board of Directors of the Company has approved consummation of the transaction as specified (also with the affirmative votes of the independent Board members). 7

9 k. Financial Highlights SUMMARY OF FINANCIAL POSITION ( 000 TL) Current Assets Non-Current Assets Total Assets Current Liabilities Non-Current Liabilities Equity Holders of Parent Non-Controlling Interest Total Liabilities & Equity SUMMARY OF INCOME STATEMENT ( 000 TL) Sales Gross Profit Operating Profit Net Profit / Loss for the Period Equity Holders of the Parent