8.81 AAA(Trk)/a (STABLE)

Transcription

1 Corporte Governnce Score & Outlook Corporte Governnce Rting Report This Report hs been prepred by JCR-ER in complince to the regultions of Cpitl Mrket Bord of Turkey Shreholders Public Disclosure & Trnsprency Stkeholders Bord of Directors 8.81 / (STABLE) 8.78 / () 9.16 / () 8.32 AA(Trk)/bbb () 8.79 / () Anlyst: Ceyhun KIR/ ceyhunk@jcrer.com.tr Anlyst: Mhmut AKARÇAY/ mhmut@jcrer.com.tr Trde Nme Address Chirmn CEO Investor Reltions Web Compny Informtion İŞ GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. İş Kuleleri Kule-2 Kt: Levent İstnbul Mr. Aydın S. ÖNDER Mr. Turgy TANES Hed of IR, Ms. Ayşegül Şhin KOCAMEŞE IR Supervisor, Ms. Mine KURT Phone: investorreltions@isgyo.com.tr İŞ GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. TURKEY Revised Report REIT F i n n c i l D t 3Q Totl Assets (000 USD) 716, , , , , ,815 Totl Assets (000 TRY) 1,460,019 1,391,937 1,161,022 1,096,242 1,011, ,584 Equity (000 TRY) 1,131,733 1,069,883 1,034, , , ,804 Sles (000 TRY) 322, , ,492 95,536 88,914 80,884 Net Profit (000 TRY) 91,848 65,408 66,954 60,918 60,299 53,095 Net Profit Mrgin (%) ROAA (%) ROAE (% ) Equity/Assets (%) Annul Growth Rte (%) Overview İş Gyrimenkul Ytırım Ortklığı A. Ş. (Compny or ISGYO) ws estblished under the nme İş Gyrimenkul Ytırım ve Proje Değerlendirme A. Ş. by prent compny İş Bnksı A. Ş. nd its ffilites in September After tking over Merkez Gyrimenkul Ytırım ve Proje Değerlendirme A. Ş. the Compny ws converted into rel estte investment trust (REIT), completed its IPO nd begn public trding on the Istnbul Stock Exchnge (ISE) in December As of December 2013, the Compny hd free flot of 42% of its cpitl nd currently rnks s the 5 th lrgest REIT with 4,4% of mrket shre in terms of Mcp. ISGYO crries out ctivities in the investment nd development of rel estte project in Turkey. The Compny hs high profitbility nd low debt rtios; its investments were funded with its equity. Since 2005 the Compny hs been listed on the ISE s Dividend Index due to its consistent distribution of dividends to shreholders. The controlling shreholder with 42.2% of shres İş Bnksı A.Ş., one of the lrgest retil bnks in Turkey, holds privileged shres of ISGYO tht determine the mjority of the Bord. In ddition, some Bnk ffilites hve 16% of the cpitl. ISGYO not only stnds out for its min ctivities but lso for good corporte governnce prctices such s investor reltions, trnsprency, internl control nd risk mngement. The Bord of Directors is composed of 7 non-executive members, two of whom re independent. Three functionl committees hve been estblished under the scope of the Bord; Audit, Corporte Governnce nd Risk committees. Strengths Existing comprehensive internl control system Presence of communiction chnnel to securely inform the udit committee of illegl nd unethicl ctivities Helthy nd spcious stff working re An effective trnsprency pltform in Turkish nd English lnguges through the Compny s website High Bord Member nd Senior Mngement qulifictions in terms of eduction nd trck record Absence of ny lwsuit ginst the Compny from stkeholders Consistent distribution of dividends to the shreholders Constrints Absence of n executives member in the bord Absence of internl regultions to broden the exercise of minority rights beyond the current legisltion Absence of n incentive system bsed on performnce evlution for Bord members Lck of disclosure of senior mngement s remunertions per person Publiction Dte: December 26, 2013 Globl Knowledge supported by Locl Experience Copyright 2007 by JCR Eursi Rting. 19 Myıs Mh., 19 Myıs Cd., Nov Brn Plz No:4 Kt: 12 Şişli-İSTANBUL Tel: Fx: +90 (212) Reproduction is prohibited except by permission. All rights reserved. All informtion hs been obtined from sources JCR Eursi Rting believes to be relible. However, JCR Eursi Rting does not gurntee the truth, ccurcy nd dequcy of this informtion. JCR Eursi Rting rtings re objective nd independent opinions s to the creditworthiness of security nd issuer nd not to be considered recommendtion to buy, hold or sell ny security or to issue lon. This rting report hs been composed within the methodologies registered with nd certified by the SPK (CMB-Cpitl Mrkets Bord of Turkey), BDDK (BRSA-Bnking Regultion nd Supervision Agency) nd interntionlly ccepted rting principles nd guidelines but is not covered by NRSRO regultions.

2 1- Executive Summry nd Rting Rtionle This revised report ws prepred in light of JCR Eursi Rting s originl methodologicl procedures in ccordnce with the Corporte Governnce Principles (the code) set by the Cpitl Mrket Bord (CMB-Turkish SPK) nd sttes the Compny s level of complince level with corporte governnce principles s of December The report should be evluted tking into considertion the previous report published on to better understnds the Compny s complince level. CMB Corporte Governnce Principles (the code) were first published in Importnt revisions nd chnges were mde t the beginning of The code consists of four min section; Shreholders, Public Disclosure nd Trnsprency, Stkeholders nd Bord of Directors. These min sections coefficients, which were determined by the CMB, hve been recently chnged s below; Shreholders: 25% Public Disclosure nd Trnsprency: 25% Stkeholders: 15% Bord of Directors: 35% These coefficients were 25%, 35%, 15% nd 25%, respectively, in the previous reports. The Principles, detiled in communiqué Seril: IV, No: 56 re ccessible on The Bord of Directors, shreholders rights, stkeholders rights nd Compny prctices in terms of public disclosure nd trnsprency hve been ssessed within the frmework of CMB regultions nd informtion s well s findings scertined therein nd hs been quntified by ssessments regrding weighting fctors on which JCR Eursi Rting hs predicted the subctegories. Subject to the preservtion of integrity of regultions by the CMB nd complince with the limittions thereof, this revised report lso covers such topics s implementtions regrding Outlook determintions nd Finncil Efficiency nlyses ll of which exist in JCR ER s originl methodologicl structure. Findings nd ssessments within the content of the report re bsed on informtion nd documents disclosed by the Compny to the public through vrious chnnels nd lso submitted to JCR Eursi Rting in writing nd verblly, s well s reports nd sttistics by the CMB nd CRA(Centrl Registry Agency). Through the nlysis of JCR Eursi Rting s originl methodology, the generl complince level of the Compny with corporte governnce principles s of December 2013 nd the corresponding levels within the JCR Eursi Rting s nottion hve been determined s follows; Numericl vlue is 8.81, Convergence Level representing the ctegory of Complince, Notch degree () representing the ctegory of, Outlook () The compny s Corporte Governnce Principles Complince scores, s published on , cn be seen in the tble below; Fields December 27, 2012 Numericl Vlue Shreholders 86,55 Public Disclosures nd Trnsprency 88,90 Stkeholders 79,05 Bord of Directors 82,63 Overll Convergence Notch Degree Outlook Level AA(Trk) Merit AA(Trk) Merit AAA (Trk) bb Good Positive bbb Outstnding Positive Positive Through both 12 months of observtion from December 27, 2012 s well s comprehensive review done in December 2013, JCR Eursi Rting hs reched the conclusion tht ISGYO incresed its complince level in terms of four min sections. JCR ER, in prllel with developments mentioned in this report, hs ssigned the Compny complince score of ISGYO s complince with Corporte Governnce Principles notes s of December 26, 2013 nd their corresponding levels in JCR Eursi Rting s nottion system re given in the following tble. Fields December 26, 2013 Numericl Vlue Shreholders 8.78 Public Disclosures nd Trnsprency 9.16 Stkeholders 8.32 Bord of Directors 8.79 Overll 8.81 Convergence Notch Degree Outlook Level AA(Trk) Merit Superior bbb Outstnding JCR Eursi Rting s nottion system my be viewed t: İş Gyrimenkul Ytırım Ortklığı A.Ş. 2

3 provide funding for construction undertken by other compnies. Therefore, REITs must hve free flot of minimum of 25 per cent. Under the Corporte Tx Lw, REITs re exempt from corportion tx iming to promote institutionliztion, to increse the prticiption of the public offering in the rel estte sector nd to reduce the scope of informlity. ISGYO ws estblished under the nme İş Gyrimenkul Ytırım ve Proje Değerlendirme A. Ş. by its prent compny İş Bnksı A. Ş. nd its ffilites in September The Compny ims to invest in rel estte, rel estte project, rights bsed on rel estte nd other cpitl mrket instruments. After tking over Merkez Gyrimenkul Ytırım ve Proje Değerlendirme A. Ş. the Compny ws converted into rel estte investment trust (REIT) nd completed its IPO. Shres begn public trding on the Istnbul Stock Exchnge (ISE) in December Corporte Governnce Overll Results 8,81 AAA (Trk)/ Outlook (Corporte Governnce): JCR Eursi Rting believes tht ISGYO will mintin its high level of complince during the 12 month monitoring period following the publiction of the revised report. For this reson, the Compny Outlook hs been determined s for this rting period. 2. Compny Overview REITs re regulted by the CMB s publicly held joint stock compnies tht invest in rel estte. In this context, REITs re specil type of portfolio mngement compnies nd situted in the finncil nd rel estte sector. REITs invest in rel estte projects, rights bsed on rel esttes, cpitl mrket instruments bsed on rel estte nd cpitl mrket instruments. Cpitl mrket institutions my be estblished in the form of n ordinry prtnership to crry out prticulr projects nd mke investments nd my operte in other ctivities llowed under CMB regultions. REIT ctivities re subject to certin limittions nd they cn only operte in the field of rel estte-bsed portfolio mngement. In this regrd, rel estte investment trusts cnnot hve mchinery nd equipment s ssets. Additionlly, REITs re prohibited from crrying out construction nd project opertions lthough they my According to 3Q2013 finncil sttements, the Compny hd n sset size of TRY1.460 bn., n equity mount of TRY1.132 bn., totl sles TRY323 mn. nd net profit of TRY92 mn. As of September 2013, the number of totl REITs on the ISE reched 29 with mrket cpitliztion of TRY 17, 085bn. ISGYO is currently the 5 th lrgest REIT with 4,9% mrket shre nd TRY 838mn. Mcp. According to the current shreholder structure disclosed on the Compny s website, İş Bnksı A.Ş. is the mjor shreholder, with 42.2% shre. Additionlly, shres (0.14%), which hve the privilege of determining the mjority of the Bord members, re owned by İş Bnksı A.Ş. Of the other remining shres, Andolu Hyt Emeklilik A. Ş. holds 7.1%, Andolu Anonim Türk Sigort Şirketi A. Ş. 4.8%. 3.9% re held by other shreholders nd 42% re publicly trded on the ISE. Knyon Yönetim İşletim ve Pzrlm Limitet Şirketi nd Nest in Globe B.V. re the two ffilites of ISGYO These consolidted ffilites re shown in the Tble: 2 in the Appendices. The im of Nest in Globe B.V. is to invest in rel estte projects brod. The Group crried out its opertions with lbor force of 67 s of December, ISGYO s Bord of Directors consists of 7 members. All members re non-executive nd two independent. The Audit, Corporte Governnce nd Risk committees were estblished under the scope of the Bord. The independent members were ppointed to the chirmn of ll committees. Detiled informtion on the Bord is presented in Tble: Shreholders The Compny s Shreholder score hs been rised to 8.78 from The primry reson behind this increse is their bility to prticipte electroniclly in the generl meeting of shreholders. The compny s level in this section nd their corresponding notes re outlined below; İş Gyrimenkul Ytırım Ortklığı A.Ş. 3

4 Numericl vlue is 8.78, Convergence Level representing the ctegory of Complince, Notch degree () representing the ctegory of, Outlook () telephone from the shreholders nd stkeholders. No complints were mde by the shreholders in the observtion period. No shreholders hve cnceled ny greement or opened ny lwsuit ginst the Compny. No findings of discrimintion ginst ny shreholder were found. The compny relized net profit of TL in 2012 nd the decision to distribute TL s the csh nd TL s the stock dividend of this to shreholders ws mde in the generl meeting on Mrch 26, The dividend distribution tble ws disclosed to the public vi the compny s website nd the PDP following the generl meeting. Outlook Shreholders Results 8,78 AAA (Trk)/ Activities crried out during the monitoring period in the Shreholder field: 207 inquiries vi telephone nd e-mil during the monitoring period were nswered by specilists in the Investor Reltions Deprtment. The 2012 generl meeting ws held on Mrch 26, 2013 t İş Kuleleri Kule-1 Kt: 41 4.Levent Beşiktş, İSTANBUL. The meeting ws observed by JCR Eursi Rting nlyst nd the works undertken by the Compny were closely observed prior, during nd following the meeting. Pre-meeting preprtions, nnouncements nd invittions were crried out by the Investor Reltions Deprtment ccording to the Code. Within the frmework of democrtic principles, ll shreholders were treted eqully, the Compny s 2012 ctivities were outlined, ll shreholders were given the right to ddress ech gend item nd voting ws done by n open show of hnds during the meeting. Following the meeting, the relevnt documents were disclosed to investors on the Compny s internet site. The shreholders hve been ble remotely to prticipte to the generl meeting vi e-gem (Electronic Generl Meeting). Shreholders, stkeholders nd prospective investors were regulrly informed by the investor reltions deprtment vi the web site, e-mil, teleconference, PDP (public disclosure pltform) nd e-governnce pltform of Centrl Registry Agency. Additionlly, the mngers of the deprtment responded questions nd inquiries received by JCR Eursi Rting is of the opinion tht the Compny will mintin its level of complince with Code in the Shreholders field during the following monitoring period. For this reson, the Outlook for this section hs been determined s. 4. Public Disclosure nd Trnsprency The complince level of the Compny with the rules nd implementtions in the Public Disclosure nd Trnsprency section hs been incresed to 9.16 from The Compny hs been successful in mintining nd up to dte web site in the monitoring period nd lso ws published the nnully report with high complince level. The Compny s level in this field nd their corresponding notes re outlined below; Numericl vlue of 9.16, Convergence Level representing the ctegory of Complince, Notch degree () representing the ctegory of Superior, Outlook () Public Disclosures & Trnsprency Results 9,16 AAA (Trk)/ İş Gyrimenkul Ytırım Ortklığı A.Ş. 4

5 Activities crried out during the monitoring period in this field: ISGYO disclosed 30 notifictions to the Public Disclosure Pltform (PDP) in the monitoring period. Following these disclosures, the Compny ws not delisted on the BIST nd no dditionl informtion ws requested. The Compny s qurterly finncil sttements were relesed to the public within the period specified by CMB legisltion nd posted on its internet site. The compny s website is kept up to dte in Turkish nd English. A link to the PDP is included. Significnt improvements in the Compny s orgniztionl structure nd opertions re published in timely mnner. The compny publishes qurterly ctivity reports nd nnully complince report with the code. The 2012 nnul report ws lso published with high complince level with the code. The Compny s 2012 finncil tbles were udited by the independent udit firm Akis Bğımsız Denetim ve Serbest Muhsebeci Mli Müşvirlik A.Ş KPMG. The compny will be udited by sme firm until There is no conflict interest with the udit firm. Outlook JCR Eursi Rting is of the opinion tht the Compny will mintin its level of complince with Code in the Public Disclosure nd Trnsprency field during the upcoming monitoring period. For this reson, the Outlook for this section hs been determined s. 5. Stkeholders With the exception of upper-level mngers, compny s employees, customers, suppliers, creditors, public uthorities nd the public in generl re considered stkeholders of n institution. The rules nd prctices in this min section primrily im to secure the rights of stkeholders, fcilitte the exercise of their rights nd thus to mximize their contributions to the institution. Numericl vlue of 8.32, Convergence Level AA(Trk) representing the ctegory of Merit Complince, Notch degree (bbb) representing the ctegory of Outstnding, Outlook () Stkeholders Results 8,32 AA(Trk)/bbb Activities crried out during the monitoring period in the Stkeholders field: A communiction chnnel ws estblished to seculrly inform the udit committee bout unethicl nd illegl ctivities. The Compny s hedqurters ws moved to lrger workplce in the sme building with more spcious nd sfe working conditions. ISGYO hired 16 new employees, two employees left the compny nd no employee retired. No loss in employee rights ws observed during these developments. No suits were filed considerbly by the customers ginst the Compny. No lwsuits were filed ginst the Compny by suppliers. Within the scope of socil responsibility, the Compny ws sponsored to Konk Municiplity s womn hndbll tem in sesons. The compny did not mke ny dontions nd grnts out of its generted profits in Outlook JCR Eursi Rting is of the opinion tht during the following monitoring period the Compny will mintin its level of complince with the code in the Stkeholders field. For this reson, the Outlook for this section hs been determined s. 6. Bord of Directors This section consists of the bord functions, qulifictions, duties, powers nd responsibilities of its members nd upperlevel mngers, nd the rules nd prctices relted with estblished systems for effective supervision nd control. The compny s complince in the field of Bord of Directors ws incresed to 8.79 from The Bord incresed the number of members from 5 to 7 nd crries out its duties in highly effective mnner. In prticulr, internl control ctivities were developed by the Bord during the monitoring period. The compny s level in this field nd their corresponding notes re outlined below: İş Gyrimenkul Ytırım Ortklığı A.Ş. 5

6 Numericl vlue is 8.79, Convergence Level representing the ctegory of Complince, Notch degree () representing the ctegory of, Outlook () Directors field during the following monitoring period. For this reson, the Outlook for this section hs been determined s. 7. Finncil Efficiency According to the ltest dt, ISGYO rnked 5th with mrket shre of 4,4% behind Emlk Konut Gyrimenkul Ytırım Ortklığı A.Ş., Torunlr Gyrimenkul Ytırım Ortklığı A.Ş., Vkıf Gyrimenkul Ytırım Ortklığı A. Ş. nd Sf Gyrimenkul Ytırım Ortklığı A. Ş. The totl mrket shre of the top 5 firms is round 68,8%. Since 2007, the Compny hs exhibited vrint frequency growth on n nnul bsis nd relized cumultive sset growth rte of 57.01% during this period. Bord of Directors Results 8,79 / Activities crried out during the monitoring period in this field: At the generl meeting held on Mrch 26, 2013 the shreholders pproved the 2012 ctivities of the Bord of Directors. The number of bord members incresed to 7 from 5 in the generl meeting. Mr. Engin TOPALOĞLU nd Mr. Mete ULUYURT were elected s bord member in the generl meeting. These chnges were disclosed in timely mnner to the PDP. There is no chnge in the top mngement of the compny. Ten Bord of Director meetings were held during the monitoring period. All Bord of Director Meeting preprtions, pplictions nd follow-ups were hndled in ccordnce to Corporte Governnce principles. The risk committee hs been estblished within scope of the Bord in monitoring period nd independent member Ceml KARAOGLU ws ppointed s the chirmn of the committee. The Corporte Governnce Committee held 11 nd the Audit committee 7 meetings. Recommendtions mde in these meetings were presented to the Bord. Outlook JCR Eursi Rting is of the opinion tht the Compny will mintin its level of complince with Code in the Bord of The Compny, in terms of bsic performnce indictors such s profitbility, ROAA nd ROAE, followed prllel course with verge levels of locl nd interntionl reference vlues ROAA (%) ROAE (% ) Profitbility Rtios (%) Tking into considertion the improvement in leverge rtios it cn be determined tht the Compny hs n dequte cpitl structure in its blnce sheet composition. In the İş Gyrimenkul Ytırım Ortklığı A.Ş. 6

7 existing structure, equity ws the lrgest resource nd the source of the fstest growth. Debt Rtio Equity+Minority Interest / Totl Assets 8. Appendix (3 Tbles) ,23 94,44 94,06 90,31 89,10 1,77 (%) 5,56 5,94 9,69 10,90 76,86 77,51 23,14 22, Sept Long-term libilities incresed fster thn the growth rte of short-term libilities s result of their contribution to working cpitl, providing convenience for the liquidity mngement of the Compny Short Term Libilities / Totl Assets Long Term Libilities / Totl Assets (%) 15,43 11,71 10,77 9,47 7,72 3,76 7,70 4,48 1,97 1,43 0,04 1,73 1,80 1, Sept Net Working Cpitl / Totl Assets 14.00% 13.03% 12.90% 12.00% 10.00% 10.54% 10.16% 9.54% 10.41% 8.00% 6.00% 6.26% 4.00% 2.00% 0.00% Sept Consequently, the high level of equity mintined in previous blnce sheets of ISGYO nd the upwrd trend in positive profit performnce provide dequte support to retin the level of complince with the corporte governnce principles. İş Gyrimenkul Ytırım Ortklığı A.Ş. 7

8 BROKERAGE HOUSE TABLE:1 İŞ GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. SHAREHOLDING STRUCTURE Yers Dec.2013 TL (000) USD (000) Shre Shre Shre Shre Shre Shreholders % % % % % İş Bnksı 42,23 42,23 42,23 42,23 42,23 Andolu Hyt Emeklilik A.Ş. 7,11 7,11 7,11 7,11 7,11 Andolu Anonim Türk Sigort A.Ş. 4,77 4,77 4,77 4,77 4,77 İş Net Elektronik Hizmetleri A.Ş. 1,33 1,33 1,33 1,33 1,33 Others 2,60 2,92 2,92 2,60 2,60 Public 41,96 41,64 41,64 41,96 41,96 Totl İş Gyrimenkul Ytırım Ortklığı A.Ş. 8

9 BROKERAGE HOUSE TABLE: 2 AFFILIATES AND SUBSIDIARIES s of December 2013 Consolidted Subsidiries Hed Qurters Fields Of Activities Interest Shre % Acquisition Dte Knyon Yönetim İşletim ve Pzrlm Ltd. Şti. Istnbul-Turkey Shopping Center Mngement Nest in Globe B.V. Amsterdm-The Netherlnds Construction İş Gyrimenkul Ytırım Ortklığı A.Ş. 9

10 BROKERAGE HOUSE TABLE: 3 BOARD OF DIRECTORS Nme Tsk Profession Election Dte Experience Eduction (Yers) Executive/Non Executive Independent/Not Independent Committee Membership Aydın S. ÖNDER Chirmn Bnker Grdute Non Executive Not Independent M. Keml FETTAHOĞLU Vice Chirmn Bnker Mster Degree Non Executive Not Independent Keml ŞAHİN Member Bnker Grdute Non Executive Not Independent Risk Committee Member, Corporte Governnce Committee Member Mete ULUYURT Member Bnker Mster Degree Non Executive Not Independent Engin TOPALOĞLU Member Bnker Ph.D. Non Executive Not Independent D. Sevdil YILDIRIM Member Mnger Mster Degree Non Executive Independent Corporte Governnce Committee Chirmn, Audit Committee Member H. Ceml KARAOĞLU Member Engineer Mster Degree Non Executive Independent Audit Committee Chirmn, Risk Committee Chirmn İş Gyrimenkul Ytırım Ortklığı A.Ş. 10