Annual Report 2018 YEARS Local Leader, Global Partner CONTENTS
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Annual Report 2018 YEARS Local Leader, Global Partner CONTENTS General Information Financial Status 2 Vision-Mission 44 Economic Outlook 3 Shareholder Structure 50 Turkish Insurance Industry 4 Corporate Profile 52 Turkish Reinsurance Market and Milli Re in 2018 6 Milestones 56 Global Reinsurance Market and Milli Re in 2018 12 Chairman’s Message 63 Financial Strength, Profitability and Solvency 14 General Manager’s Message 64 Key Financial Indicators 20 Board of Directors 66 The Company Capital 23 Participation of the Members of the Board of Directors in 67 2018 Technical Results Relevant Meetings during the Fiscal Period 69 2018 Financial Results 24 Senior Management 71 General Assembly Agenda 25 Internal Systems Managers 72 Report by the Board of Directors 26 Organization Chart 74 Dividend Distribution Policy 27 Human Resources Applications 75 Dividend Distribution Proposal 28 2018 Annual Report Compliance Statement 29 Independent Auditor’s Report on the Annual Report of the Board Risks and Assessment of the Governing Body of Directors 77 Risk Management 81 Assessment of Capital Adequacy Financial Rights Provided to the Members of the Governing 81 Transactions Carried Out with Milli Re’s Risk Group Body and Senior Executives 81 The Annual Reports of the Parent Company in the Group of 32 Financial Rights Provided to the Members of the Governing Body Companies and Senior Executives Unconsolidated Financial Statements Together with Research & Development Activities Independent Auditors’ Report Thereon 32 Research & Development Activities 83 Independent Auditor’s Report 86 Unconsolidated Financial Statements as at and for the Year Activities and Major Developments Related to Activities Ended December 31, 2018 34 Information on Investments Made by the Company during the 88 Unconsolidated Balance Sheet as of December 31, 2018 Accounting Period 93 Unconsolidated Statement of Income for the Year Ended 34 Repurchased Own Shares by the Company December 31, 2018 34 Disclosures Concerning Special Audit and Public Audit during the 96 Unconsolidated Statement of Changes in Equity for the Year Reporting Period Ended December 31, 2018 34 Lawsuits Filed Against the Company and Potential Results 98 Unconsolidated Statement of Cash Flows for the Year Ended 34 Disclosures on Administrative or Judicial Sanctions Imposed on December 31, 2018 the Company and the Members of the Governing Body 99 Unconsolidated Statement of Profit Distribution for the Year 34 Assessments on Prior Period Targets and General Assembly Ended December 31, 2018 Resolutions 100 Notes to the Unconsolidated Financial Statements as of 34 Expenses Incurred in the Reporting Period in Relation to December 31, 2017 Donations, Grants and Social Responsibility Projects 34 Relations with the Controlling Company or an Affiliate Thereof Consolidated Financial Statements Together with 36 Internal Audit Independent Auditors’ Report Thereon 37 Internal Control 158 Information on Consolidated Subsidiaries 38 Affiliates 159 Independent Auditor’s Report 40 Corporate Social Responsibility 162 Consolidated Financial Statements as at and for the Year Ended December 31, 2018 164 Consolidated Balance Sheet as of December 31, 2018 169 Consolidated Statement of Income for the Year Ended December 31, 2018 172 Consolidated Statement of Changes in Equity for the Year Ended December 31, 2018 174 Consolidated Statement of Cash Flows for the Year Ended December 31, 2018 175 Consolidated Statement of Profit Distribution for the Year Ended December 31, 2018 176 Notes to the Consolidated Financial Statements as of December 31, 2018 Contact Information Milli Re Annual Report 2018 YEARS Local Leader, Global Partner Milli Re, proudly celebrating its 90th anniversary, is one of the well-established reinsurance companies in Europe. Milli Re was established by Türkiye İş Bankası (İşbank) on 26 February 1929 to manage the compulsory reinsurance system, and commenced operations on 19 July 1929. As the world’s first and only privately owned company to hold the right to manage the reinsurance monopoly for all lines of business, Milli Re embraces a pioneer role for the Turkish insurance market to reach a sustainable and sound structure. Milli Re, being the sole reinsurance company active in the Turkish insurance market with local capital, continues to distinguish as a reputable, strong and well accepted service provider in international markets with its business experience and robust financial structure as it keeps moving forward along a century long path. While materializing its contribution to the Turkish economy every passing period, Milli Re also proves its support to culture, art and sports with its long termed projects. General Information / 1 Milli Re Annual Report 2018 Vision Reinforce our key role as lead reinsurer in the local market and become a preferred business partner in the international markets. Having started its operations in 1929 at İşbank’s Mission İstanbul Branch, Milli Re moved to Türkiye Han which it bought shortly afterwards. • Delivering effective solutions in compliance with best practice standards, • Further strengthening our robust capital base, • Developing ethical and transparent business relations while focusing on value creation, • Aligned with the company goals, enhancing the development, performance and motivation of our employees. 2 / General Information Milli Re Annual Report 2018 SHAREHOLDER STRUCTURE İşbank 76.64% Other 1.07% Ziraat Bank 2.49% Ankara Natural Electricity Generation and Trade Co. Inc. 3.37% Groupama Emeklilik A.Ş. 5.88% Milli Reasürans Staff Supplementary Pension Fund 10.55% Shareholder Value of Stake (TL) Stake (%) İşbank 505,810,925.41 76.64 Milli Reasürans Staff Supplementary Pension Fund 69,604,853.95 10.55 Groupama Emeklilik A.Ş. 38,809,894.19 5.88 Ankara Natural Electricity Generation and Trade Co. Inc. 22,240,455.60 3.37 Ziraat Bank 16,430,944.19 2.49 Other 7,102,926.66 1.07 Total 660,000,000 100.00 Note: Shareholders controlling 1% or greater stakes in the Company are shown here above. Capital Increases Changes in the Articles of Association during 2018 There were no capital increases during 2018. There were no changes in the Articles of Association during 2018. Changes in the Shareholder Structure during 2018 There were no changes in the shareholder structure during Disclosures on Preferred Shares 2018. There are no preferred shares. General Information / 3 Milli Re Annual Report 2018 CORPORATE PROFILE Milli Re was established by Türkiye İş Bankası (İşbank) on the compulsory reinsurance system, and commenced operations on 19 July 1929. As the world’s first and only privately owned company Milli Re managed Turkish Reinsurance Pool from 1963 to that managed a compulsory reinsurance system for all 1985, and the Economic Cooperation Organization (ECO) Pool lines of business, Milli Re has played an important role in from 1967 to 1995, which was originally established under the formation and development of the insurance industry the name of RCD Pool. in Turkey. Following the termination of the compulsory reinsurance system, the Company redefined its goals and While managing the Federation of Afro-Asian Insurers and strategies in alignment with the current conditions and via its Reinsurers (FAIR) Pool since 1974, Milli Re also undertook strategy of opening to international markets, today continues the management of the Turkish Catastrophe Insurance Pool to serve as a global, prestigious and trusted reinsurer. (TCIP) between 2000 and 2005 where it was a co-founder. Milli Re has been making every effort to support the As part of Milli Re’s strategy to expand to international development of the insurance industry in Turkey and provide markets, the Company began writing business from these high quality service. The Company meets reinsurance needs markets in 2006. In alignment with this strategy, Singapore of the market with best possible terms and conditions, Branch was opened in 2007. contributing significantly to customer satisfaction of insurance By bringing its merited reputation and technical knowledge companies by providing prompt claim settlements. gained in the Turkish market to international arena and with While operating the compulsory reinsurance system, the the support of its financial strength, Milli Re continues to Company also made various contributions to the country such maintain its credibility in international markets through its as; strong performance. • Nationalization of the Turkish insurance industry, On 09 August 2018, A.M. Best assigned Milli Re a global rating of B+ with a negative outlook. Milli Re’s national scale • Generation of continuous revenue for the Undersecretariat rating was affirmed as “tr A+” by Standard&Poor’s (S&P) on of Turkish Treasury, 17 August 2018. • Significant reduction in the outflow of foreign currency, Possessing the structural competence in all aspects and the capital base, Milli Re’s main objective is to achieve • Providing insurance training and education programs for sustainable growth by translating its strong position in the insurance industry, the local insurance market and its business model closely monitoring risk/return balance to international markets. • Conducting top notch international relations. 4 / General Information Milli Re Annual Report 2018 Milli Re Singapore Branch Having received the license for operation from the Monetary As part of its strategy to expand to international markets, Authority of Singapore (MAS) in November 2007, Singapore Milli Re, like many other international reinsurers,