Content. Introduction. Doğuş Group Structure. Operational Map. Financial and Operational Highlights. Consolidated Financial Information by Segments

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1 Annual Report 2012

2 Content Introduction Doğuş Group Structure Operational Map Financial and Operational Highlights Consolidated Financial Information by Segments Corporate Profile Doğuş Holding and its Functions Corporate Risk Management and Internal Audit Doğuş Group s Approach toward its Stakeholders Credit Ratings Message from the Chairman Members of the Board of Directors Committees Subject to the Board of Directors Message from the CEO Financial Services Automotive Construction Media Tourism and Services Real Estate Energy New Initiatives Corporate Responsibility Consolidated Financial Statements

3 01 INTRODUCTION Colors gain meaning and importance when the light reaches our eyes. Human visual perception for color varies depending on the reflection points of the light during its journey starting from its real source, the sun. The sun, the leading actor in the emerged unique color spectrum, is also known as the most important source of life. Even though the main source of the colors is the light emitted by the sun, this power is not sufficient to create a color spectrum. Reflection power of the surfaces improves the glory and variety of the colors. The more the refraction strengthens, the more the glory of the colors improves. Doğuş Group draws its strength from its stakeholders in the same manner as the colors draw their main strength from the sun. The Group reflects this light on seven different sectors, each of which put their sign under successful investments individually. All Group companies contribute to the formation of a glorious color spectrum by adding a separate value through their strong positions in their sectors. Doğuş Group Annual Report 2012

4 Doğuş Group Doğuş Group companies color and add value to life Doğuş Group carries out its activities in eight sectors with nearly 180 companies, each of which adds value to life with different colors. 02

5 03 Doğuş Group Annual Report 2012

6 Doğuş Group Doğuş Group Structure Banking& Financial Services Automotive Construction Media TV RADYO Corporate Responsibility 04

7 05 Tourism&Services Real Estate Energy Entertainment New Initiatives Doğuş Energy Doğuş Energy Artvin HEPP Use Light Logo 9 mm and over cap height see opposite Antalya PLAZA Use Bold Logo under 9 mm cap height see opposite. This Logo can be used on screen or for embroderie etc. Doğuş Energy Electricity Whole Sale Co. Doğuş Group Annual Report 2012

8 Doğuş Group Operational Map 1 Romania Garanti Bank Romania-Headquarters & 78 Branches SC Motoractive Credit SA Ralfi IFN SA Domenia Credit SA 2 Bulgaria Doğuş Construction&Trade Inc. 3 The Netherlands 17 GBI-Headquarters 4 UK 4 Garanti Bank-Representative Office Doğuş Int. 8 Morocco Doğuş ES-Branch&Doğuş SARL 9 Switzerland GBI-Representative Office D-Auto Suisse SA-Lausanne Doğuş SA-Geneva 10 Malta Garanti Bank-Branch 11 Libya Doğuş Construction Libya-Branch 12 Turkish Republic of Northern Cyprus Garanti Bank-5 Branches 13 Ukraine GBI-Representative Office Doğuş Construction&Trade Inc Italy Garanti Bank-Branch 13 9 Garanti Bank-Representative Office GBI Branch 7 Luxemburg Germany Capri Palace Hotel Partnership

9 Dubai 19 Doğuş Management Services Ltd. 15 Croatia D-Marin Marinas Group 16 Greece D-Marin Marinas Group Partnerships 17 Russia GarantiBank Moscow-Headquarters 18 Kazakhstan Doğuş Kazakhstan Branch Doğuş L.L.C. 19 China Garanti Bank-Representative Office 20 Qatar Doğuş Construction L.L.C. 21 Oman Doğuş Construction Oman L.L.C. Doğuş Group Annual Report 2012

10 Doğuş Group Financial and Operational Highlights The Turkish economy maintained its growth in accordance with fiscal and economic expectations in With its strong financial structure and future-oriented vision, Doğuş Group also attained a successful performance and completed the year with very satisfactory results. Key Financial Indicators (TL thousand) ROE (%) Total Assets 42,923,044 49,285,930 50,970,721 56,085,148 Total Shareholders Equity 6,728,866 7,701,796 9,864,793 10,801,229 Revenues 7,819,616 8,654,592 9,929,164 11,000,016 Net Profit for the Year 782, ,015 2,691, ,003 Gross Profit 2,667,310 2,744,273 2,551,956 2,790,710 EBITDA 1,329,406 1,667,002 3,737,557 1,300,874 Principal Performance Ratios (%) Gross Profitability (%) Net Profitability (%) EBITDA Margin (%) ROA-Return on Assets (%) ROE-Return on Group Equity (%) Total Assets by Segment 2012 Media 3% Construction 2% Energy 2% Tourism 4% Total Revenue by Segment 2012 Construction 5% Tourism 2% Others 2% Automotive 4% Media 5% Others 9% Financial Services 76% Automotive 50% Financial Services 36% 08

11 09 In all of its lines of business, the Group s consolidated revenues reached TL 11,000,016 thousand in value while its EBITDA amounted to TL 1,300,874 thousand. The Group s total assets increased to TL 56,085,148 thousand in The Group s consolidated shareholders equity in 2012 reached TL 10,801,229 thousand, up from the previous year s level of TL 9,864,793 thousand. Total Assets (TL thousand) Total Revenues (TL thousand) ,923,044 7,819, ,285, ,654, ,970, ,929, ,085, ,000,016 Total Shareholders Equity (TL thousand) Net Profit for the Year (TL thousand) ,728, , ,701, , ,864,793 2,691, ,801, ,003 Doğuş Group Annual Report 2012

12 Doğuş Group Consolidated Financial Information by Segments* (TL thousand) Banking and Finance Segment Assets 35,448,063 41,046,879 38,670,337 42,455,912 Total Interest and Commission Income 4,159,785 3,845,431 3,581,705 3,994,879 Automotive Segment Assets 1,357,552 1,586,373 1,918,829 2,113,525 Revenue 2,367,988 3,682,815 5,118,152 5,486,618 Construction Segment Assets 1,183,397 1,212,757 1,068,310 1,014,417 Revenue 673, , , ,446 Media Segment Assets 417, ,463 1,505,245 1,550,752 Revenue 173, , , ,153 Tourism and Services Segment Assets 1,207,860 1,494,482 1,696,527 2,122,733 Revenue 161, , , ,438 Energy Segment Assets - 306, ,448 1,291,204 Revenue ,060 Other Industrial Segments Segment Assets 3,308,582 3,189,279 5,221,025 5,536,605 Revenue 283,342 64,862 90, ,422 * Financial information is provided from Doğuş Holding IFRS Report segment note, due to comparability purposes reclassifications have been made in

13 11 Corporate Profile Due to its experience and network, combined with its customer-focused and productivity-centered management approach, Doğuş Group is among the pioneers of transformation and innovation in Turkey. Around 180 companies, nearly 35,000 employees For more than 60 years, Doğuş Group has been taking its place among the leading business conglomerates of Turkey. The Group is a corporate leader in the region. Doğuş Group is active in eight core businesses: financial services automotive construction media tourism and services real estate energy entertainment* With around 180 companies and nearly 35,000 employees, Doğuş Group has created strong customer loyalty while building brand value with its high-tech infrastructure. A key actor in the Turkish economy with strong global recognition Doğuş Group always provides its services based upon the principles of customer satisfaction and trust. As a result of this approach, the Group has created reputable brands with global standards and has been representing Turkey worldwide. Its name is a source of attraction for the international investors who are interested in Turkey. The Group has contributed to this process by creating a synergy with global giants including the following: BBVA (Banco Bilbao Vizcaya Argentaria, S.A.) in finance, Volkswagen AG and TÜVSÜD in automotive, CNBC, MSNBC and Condé Nast in media, and Hyatt International Ltd. and HMS International Hotel GmbH (Maritim) in tourism. In addition, Doğuş Group goes ahead full speed with its various investments in the new business lines. Doğuş Group and the global sports, fashion and entertainment company IMG Worldwide signed an agreement to form a joint venture in Turkey. The Group has also become strategic partners with one of South Korea s largest conglomerates, SK Group, and in the entertainment sector, the Group signed a partnership agreement with İstanbul Doors Group and International Azumi Group. Most recently, Doğuş Group underscored its ambitious standing regarding the marina operations sector with the partnership agreements it signed with Lamda Development, which is a part of Latsis Group, and with MedMarinas S.A., which is a part of Kiriacoulis Group in Greece, and with the Adriatic Croatia International (ACI) Group in Croatia. Doğuş Group plays a significant role in the Turkish economy with the high level of employment it creates, the taxes it pays, and the total business volume it generates. A model management style and corporate citizenship Doğuş Group utilizes a management style that is both customer-focused and productivity-centered. While it is formed through material gains, it embodies a strong corporate citizenship approach which is at the center of all business practices of the Group and which benefits the entire society. Doğuş Group Values Group companies share a set of core values based on integrity, understanding, excellence, creativity, unity and responsibility. These values have formed a part of the Group s beliefs and convictions since the very beginning and continue to guide and drive business decisions made by each company within Doğuş Group. A regional focus Doğuş Group continues contributing to Turkey s ongoing process of transformation and innovation. Utilizing its global perspective, world-class brands, and noteworthy partnerships, the Group s vision particularly with regard to services is a valuable asset to Turkey. The Group is able to maximize the value of its brands by utilizing the highest quality human resources and the most advanced technology to maintain the high standards that have made it a regional leader in the services sector. * Entertainment sector has been mentioned under the New Initiatives section of this report. Doğuş Group Annual Report 2012

14 Doğuş Group Doğuş Holding and its Functions Doğuş Holding It is the mission of Doğuş Holding to fulfill steering, coordination, control and audit functions, as well as to generate value for the Group and its companies, monitor activities of the Group companies on behalf of the shareholders, and perform the financial audit and administer control systems. Doğuş Holding aims to create competitive companies that put regional growth at the focal point of their operations. In the management of its subsidiaries, Doğuş Holding is committed to fulfilling the following responsibilities: Updating the Group s strategy along with the changing investment climate and steering the Group companies in line with the predetermined strategy. Ensuring generation of sufficient financial resources to realize the Group s long-term vision. Formulating and managing corporate initiatives so as to enable the Group to adapt in the quickest manner possible to the developing and evolving business environment. Leading the creation and management of strategic alliances and corporate partnerships. Providing communication among the Group companies and identifying opportunities that will result in synergies. Coordinating and consolidating the financial and corporate reporting of Group companies. Ensuring optimum use of technology, knowledge and human resources across the Group. Formulating and maintaining corporate values and communicating them within and outside the Group. Instilling an awareness of social responsibility and corporate citizenship. Implementing the ERM (Enterprise Risk Management) approach to assure that the business risks undertaken by Group companies are aligned with shareholders risk appetite. Holding Functions Corporate Communications The Corporate Communications Department is responsible for Doğuş Group s reputation management through the means of strategic communications tools, media relations, social responsibility projects and sponsorship activities. The Department is also responsible for the coordination of the internal communications among Doğuş Group companies and the Group s external communication tools including the annual report, corporate citizenship report, and the Group s website. 12 Finance and Financial Reporting The Finance Department is responsible for relations with local and foreign financial institutions in tandem with the financing needs of Doğuş Holding and other Group companies (excluding the finance sector), cash flow and asset management, coordination of market risks as well as rating process management, and project finance requirements of the non-financial segment of Doğuş Group. The Financial Reporting Department is mainly responsible for the preparation of consolidated financial statements, management reports and projections in accordance with International Financial Reporting Standards, and monitoring and reporting of deviations from business line budgets. The Group planning and budgeting process is monitored. Group Reporting System convergence projects are also carried out by Financial Reporting. Financial Affairs The Financial Affairs Department is responsible for organizing the accounting records in accordance with tax legislation and within the framework of a single-form accounts plan. The Department also has the responsibility of providing assistance in terms of tax accountability, affiliate relations, and financial activity compatibility. Human Resources The Human Resources Department is responsible for the management of Doğuş Holding human resources processes in line with corporate values and long-term strategies. The main goals of the Human Resources Department are attracting and recruiting talent, investing in and providing opportunities for continuous development of employees, developing employees careers based on the future needs of the Group, establishing competitive reward and recognition systems, and increasing employee motivation and commitment. The Department is also responsible for establishing the communication platform among the other Doğuş Group companies and providing human resources consultancy services for all Group companies. Information Technologies The IT Department is responsible for assistance and support services under information technologies. The Department in the organization provides support to computer users in the Company. This includes installing new hardware and software, repairing hardware problems, troubleshooting problems, and training employees on how to use new software programs.

15 13 The IT Department is also responsible for installing and setting up the computer network in the organization. IT professionals working in this capacity ensure that the network is operating properly and all employees have the ability to communicate through the Internet and the company intranet. Internal Audit The Internal Audit Department is responsible for the performance of financial, operational, and IT audits at Doğuş Group companies in accordance with its annual risk-based audit plan. In addition, the Department tracks all internal audit findings and coordinates follow ups to ascertain that appropriate action is taken. The results are periodically reported to the Risk & Audit Committee. Investments The Investments Department is responsible for undertaking business opportunities in new sectors and in those sectors in which Doğuş Group operates. It evaluates domestic and regional investment opportunities that are in line with the Group s strategy and changes in the global economy. Department responsibilities include providing thorough analysis of business opportunities and closing deals for the projects approved by Doğuş Holding Board of Directors. The Department is also responsible for monitoring projects after successful initiation to ensure timely and efficient returns for each business development project. Lean Management The Lean Management Department is responsible for coordinating the lean transformation within Doğuş Group. Through a series of activities such as training, value stream mapping studies, action workouts, and Kaizen projects, the Department helps management and employees to understand lean management principles and invigorate business performance of the entire Group. It leads and reports the results of process optimization studies that help the Group increase its competitive advantage and profitability through increased efficiency, quality and customer satisfaction. Risk Management The Risk Management Department s primary function is to assure that the risks and opportunities of Doğuş Group are managed successfully and that shareholder values are sustained and enhanced. Risks monitored by the Department include financial, strategic, legal and operational risks. The Department works closely with Group companies and risk management departments in order to obtain accurate information for assessing the risks and evaluating the decision making process. In accordance with predetermined risk management guidelines, the Department regularly prepares risk reports and makes recommendations to the CEO, Risk & Audit Committee, and the Board of Directors. Security and Administrative Affairs The Security and Administrative Affairs Department supports Doğuş Holding and Group companies in administrative cases including work safety, employee health, cleaning, catering, gardening, transport, common purchasing, vehicle fleet rental, emergency case management and other administrative affairs in line with the Group s vision, mission, main principles and terms. Tax Affairs The Tax Affairs Department is responsible for assistance and support services for Doğuş Group as well as its subsidiaries regarding tax laws and procedures such as tax disputes, incentives, M&A, transfer pricing, training and tax planning, and structuring to avoid international double taxation. The Department also participates in the meetings of the Tax Council and other related associations to support the tax legislation process. Legal Affairs The Legal Affairs Department is responsible for the legal representation of Doğuş Holding and other Group companies, and for ensuring that all kinds of contracts and legal processes are handled in line with the Company s best interests and with no legal risk. Doğuş Group Annual Report 2012

16 Doğuş Group Corporate Risk Management and Internal Audit Doğuş Group acts proactively in terms of risk management in order to ensure that its business operations in different industries and regions are not adversely affected as a result of market, operational, liquidity and/or counterparty risks. Risk Management and Internal Audit departments within each sector and at the Group level provide and maintain awareness for different types of risks, including emerging risks, and ensure that appropriate risk management mechanisms are in place. In 2012, policy actions lowered the acute crisis risks in the Euro area and the United States. Global growth is projected to increase during 2013, as the factors underlying soft global activity are expected to cool down. While Japan has slid into recession, stimulus there is expected to boost growth in the near term. At the same time, policies have supported a modest growth pickup in some emerging market economies while others continue to struggle with weak external demand and domestic bottlenecks. If crisis risks do not materialize and financial conditions continue to improve, global growth could be stronger than projected. However, downside risks remain significant as a result of renewed setbacks in the Euro area and risks of excessive near-term fiscal consolidation in the United States. Undoubtedly, global financial risk experiences in the last several years, as well as other catastrophic events, have made effective risk management mechanisms crucial. Increasing scrutiny, as well as a push for stronger governance coming from not only regulatory bodies but also the investing community, make it essential for companies to have in place solid risk management and control systems to ensure viability and sustainable growth. Doğuş Group, with diverse business operations in different regions and countries, has already been cognizant of its need to monitor and manage various risks, including not only its strategic, business and operation risks but external risks as well. As for Doğuş Group s risk management activities in 2012, it was a successful year in terms of maintaining and improving risk management practices, both at the Group level and at the Company level, and enhancing the risk culture across the Group. Risk Committee meetings are held on a regular basis and generate valuable and relevant risk information which is discussed and escalated if deemed necessary. The Doğuş Holding Risk Management Department established the Enterprise Risk Management (ERM) system in 2006 in line with the aforementioned approach. Risks are managed on a daily basis by all levels of management in each of the subsidiaries, and supporting risk management activities such as providing a framework for related guidance and reporting mechanisms are conducted by the risk function teams. In accordance with the Group Risk Committee decision in 2010, Group companies began creating their own Risk Management departments. Today, the Group Risk Management Function works even more closely with the company Risk Management departments in order to strengthen the standardized ERM system and obtain sound and timely information for assessing and evaluating the decision making processes. In addition to establishing an independent reporting infrastructure for companies, group-wide awareness for different types of risks and risk management strategies is ensured by periodical risk roundtables, workshops, dashboards and reports throughout the organization. 14

17 15 ERM is applied in all Group companies so that all risks are managed effectively within the Group in accordance with the defined risk management strategy, framework, and risk model. ERM is implemented based on an internal framework employing internationally accepted standards and best practices from around the world. This framework is customized according to the needs and structure of Group s businesses. Each sector has its own risk committee. The Risk and Audit Committee, which functions under the Board of Directors, is also responsible for assessing risks and proposing appropriate solutions according to risk appetite of shareholders. Internal Audit is an independent department designed to improve and add value to Doğuş Group s operations. It helps Doğuş Group to accomplish its objectives by bringing a systematic, disciplined approach to evaluating and improving the effectiveness of risk management, control and governance processes. and reviews the scope, extent and effectiveness of the activity of the Internal Audit Department of Doğuş Holding and receives a report. The report includes updates on audit activities, progress of the Group audit plan, the results of the audits, the action plans to address these areas, and resource requirements of the Internal Audit Department. The Internal Audit team consists of qualified professionals in different audit disciplines with relevant experience in the business processes that are under review. In addition, each sector within Doğuş Holding has its own Internal Audit department. The Internal Audit Department of Doğuş Holding works closely with the Internal Audit departments of various sectors to improve the effectiveness of control environments within the Group companies. The Internal Audit Department of Doğuş Holding is responsible for performing financial, operational (process) and IT audits at Doğuş Group companies in accordance with its annual risk-based audit plan. The Department operates with a risk-based approach, tracking all internal audit findings and coordinating follow-ups to ascertain that appropriate action is taken. Results are periodically reported to the Risk and Audit Committee of Doğuş Holding, which in turn monitors Doğuş Group Annual Report 2012

18 Doğuş Group Doğuş Group s Approach toward its Stakeholders Doğuş Group s stakeholder relations are shaped by the Group s principles of transparency, accessibility and equality. In addition to integrating high ethical standards in its own businesses, Doğuş Group requires from all of its stakeholders to adhere to these internationally-accepted standards. Transparency and Accountability Doğuş Group adheres to strict business ethics that include transparency and accountability in an environment where all players, from large corporations to individual customers, and from employees to society in general, are affected by each other s actions. In all of its operations and business activities, Doğuş Group has fully integrated globally-accepted principles of responsible business conduct. All stakeholders have been informed of the Group s position on these matters. Upholding these principles and high ethical standards is not limited to its own business dealings; the Group also requires that the same approach be followed by all of its stakeholders, on both national and international levels. Doğuş Group embraces the principle of not being involved with any party that acts contrary to globally-accepted standards and that cannot provide reliable disclosures with regards to its actions. Much attention is paid by Doğuş Group to the disclosure of its financial and non-financial information to its shareholders, employees, customers, national and international business partners, suppliers, existing and potential investors of its publicly-floated companies, and the public at large. The Group makes all relevant information available on its website and informs the public about its corporate strategy, activities, and new fields of investment via annual reports, periodic press releases, and conferences. The Group s financial statements are drawn up quarterly in accordance with International Financial Reporting Standards (IFRS). Independent semi-annual and year-end audit reports are shared with the public. All Doğuş Group affiliated companies listed on Borsa İstanbul (BIST) have their individual Investor Relations departments that are able to effectively manage the flow of information to their stakeholders in line with national regulations. The fields of activity and performance of the Group s publicly-floated companies are disclosed in conformity with the principles of their respective companies by the Capital Markets Board of Turkey (SPK). In terms of public disclosure requirements, BIST Material Event disclosures are the responsibility of the Holding s Finance Department. Ethical Principles Strict compliance with the Code of Conduct and Standards is a key principle for Doğuş Group. As such, actions that violate the Company s Code of Conduct are subject to disciplinary measures. As a participant to the United Nations Global Compact since April 2007, the Group has reaffirmed its commitment to fight corruption both internally and in other areas which may fall within its sphere of influence. Ethical principles are spelled out and documented in procedures under the following headings: Time and resource utilization at the companies, Relations with customers, subcontractors, suppliers of goods and other companies and individuals with whom the company has commercial interactions, The acceptance of gifts, invites, aids and donations, Relations with the media, Actions that can result in conflict of interest, Safeguarding of information pertaining to the companies, personal information, professional misconduct, security and harassment. 16

19 17 Credit Ratings Doğuş Holding can instantly be recognized based on the ratings given by international rating agencies. The Group has become well-known for both its quality of management and the global principles of corporate governance it supports. Transparency and accountability are the two key components of Doğuş Group s management approach. Consequently, Doğuş Holding has been rated by two of the major international rating agencies - Standard & Poor s and Moody s since 2000 and 2006, respectively. Doğuş Holding is instantly recognized by its ratings from international rating agencies. The Group has become wellknown for both its quality of management and the global principles of corporate governance it supports. Doğuş Holding Ratings as of June 1, 2013 are as follows; Doğuş Holding A.Ş. Ratings Standard & Poor s Rating Outlook Long-term Counterparty Credit Rating BB Stable Short-term Counterparty Credit Rating B Moody s Rating Outlook Long-term Corporate Family Rating Ba2 Stable Probability of Default Rating Ba2 Doğuş Group Annual Report 2012

20 Doğuş Group Message from the Chairman Doğuş Group will continue to do its best in seeking ways to further contribute to the Turkish economy. I sincerely believe that Turkey s enabling and promising business environment will attract even more interest from global investors. 18 The global economy managed to navigate another challenging year, especially with respect to the continued macroeconomic problems faced by developed countries, many of which suffer from policy ineffectiveness in reviving economic growth. Contrastingly, the Turkish economy experienced a more successful soft landing in 2012 after churning out record-high growth rates in preceding years. Well-targeted and tailormade policies and their effective implementation significantly improved the country s external balance on goods and services while increasing employment. In fact, the Turkish economy created more than one million new jobs last year. Moreover, for the first time, the current account deficit was reduced by effective policy management. Turkey s proven success in proactive and effective policy making has further boosted investor confidence. Impressive economic transformation of the country has been reshaping the business climate. We, as Doğuş Group, are also determined to contribute to and take part in the promising future of Turkey s economy. In this regard, the investment boom that Doğuş Group has been experiencing over the last few years in terms of new initiatives, mergers and acquisitions, partnerships, and projects gained further momentum in Highlights of such activity include: In the entertainment sector, we established a new company

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