Doğan Şi̇rketler Grubu Holdi̇ng A.Ş. 2010 ANNUAL REPORT
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Doğan Şi̇rketler Grubu Holdi̇ng A.Ş. 2010 ANNUAL REPORT CONTENTS Vision and Mission 02 SOCIAL RESPONSIBILITY Corporate Profile 04 38 Doğan Group and Corporate Social Responsibility MANAGEMENT APPENDIXES Message from the Honorary President 08 46 Corporate Governance Principles Compliance Report Message from the Chairperson 10 66 Dividend Policy Board of Directors 12 66 Board of Directors’ Resolution on the Profit Distribution 67 Doğan Şirketler Grubu Holding A.Ş. Profit Distribution ACTIVITIES IN 2010 Statement Management Discussion and Analysis 16 68 Statement of Responsibility for the Financial Statements Risk Management 20 69 Board of Directors’ Resolution on the Approval of the Human Resources 21 Financial Statements 70 Statement of Responsibility for the Annual Report INVESTMENTS 71 Board of Directors’ Resolution on the Approval of the Energy 24 Annual Report, and the Corporate Governance Principles Media 26 Compliance Report Trade 31 72 Board of Auditors’ Report Industry 32 Financial Services 34 FINANCIAL Tourism 35 73 Independent Auditor’s Report 2010 Annual Report Doğan Şirketler Grubu Holding A.Ş. 1 Vision Mission Target and effectively realize investments that Monitor, innovate and implement state-of-the contribute to transparency in society, and art commercial and technological products the welfare and stability of the individual, in and applications in retail-driven industries in relevant commercial and industrial platforms in Turkey and other prospective markets abroad; economic life. develop and maintain the necessary corporate assets to ensure proper execution of these objectives. 2 2010 Annual Report Doğan Şirketler Grubu Holding A.Ş. 2010 Annual Report Doğan Şirketler Grubu Holding A.Ş. 3 Corporate Profile The Honorary President Aydın Doğan registered with operations. Committed to providing added value for its Eight of the companies in the Doğan Group are listed on the Istanbul Stock Exchange (ISE) National the Mecidiyeköy Tax Office in 1959 and officially stakeholders, Doğan Holding adopts best practices in its Market. Key information on these quoted companies, their shares and respective performance as of commenced business. He founded his first company, in corporate governance and adheres to ethical values in all December 31, 2010 are presented below: the automotive industry, in 1961. This venture marked the its operations. beginning of Doğan Şirketler Grubu Holding A.Ş. The core values of innovation, consistency, flexibility, Doğan Şirketler Grubu Holding A.Ş. Doğan Yayın Holding A.Ş. Having established of strategic alliances with 10 transparency, quality, social responsibility, customer focus Share price on December 31, 2010 1.12 TL Share price on December 31, 2010 1.96 TL international business concerns, Doğan Group has and teamwork are the foundation of Doğan Holding’s Number of Shares 2,450 million Number of Shares 1,000 million operations in 17 countries. Doğan Group provides corporate strategy. Market Cap 1,776 million USD Market Cap 1,269 million USD consumers an extensive range of products and services ISE Ticker Symbol DOHOL ISE Ticker Symbol DYHOL with almost 20,000 employees and stakeholders within its With its outstanding entrepreneurship, reputation and direct participations, strategic alliances and commercial corporate strength, Doğan Holding is a major – and Ditaş Doğan Yedek Parça Imalat ve Hürriyet Gazetecilik representative offices. growing – business presence, particularly in its principal Teknik A.Ş. ve Matbaacılık A.Ş. industries of energy and media, as well as in its other Share price on December 31, 2010 3.24 TL Share price on December 31, 2010 1.82 TL Doğan Holding employs advanced technology and fields of activity. Doğan Holding always strives to make a Number of Shares 10 million Number of Shares 552 million modern management practices in all facets of its real difference in the lives of its customers. Market Cap 21 million USD Market Cap 650 million USD ISE Ticker Symbol DITAS ISE Ticker Symbol HURGZ Çelik Halat ve Tel Sanayi A.Ş. Doğan Gazetecilik A.Ş. Share price on December 31, 2010 3.55 TL Share price on December 31, 2010 3.16 TL Number of Shares 16,5 million Number of Shares 105 million Market Cap 38 million USD Market Cap 215 million USD ISE Ticker Symbol CELHA ISE Ticker Symbol DGZTE As of December 31, 2010, the shareholding structure of Doğan Şirketler Grubu Holding A.Ş. is as follows: Milpa Ticari ve Sınai Ürünler Doğan Burda Dergi Yayıncılık Pazarlama Sanayi Ticaret A.Ş. ve Pazarlama A.Ş. Share price on December 31, 2010 2.29 TL Share price on December, 31 2010 3.16 TL Market Cap Number of Shares 63,7 million Number of Shares 19,6 million Market Cap Market Cap Adilbey Holding A.Ş. Million USD 94 million USD 40 million USD 52.00% 2,000 ISE Ticker Symbol MIPAZ ISE Ticker Symbol DOBUR 5% 1,776 Listed on the Istanbul Stock 1,500 1,689 Exchange 33.88% 1,000 Aydın Doğan and Doğan family 500 13.93% Aydın Doğan Foundation 0.19% 2009 2010 4 2010 Annual Report Doğan Şirketler Grubu Holding A.Ş. 2010 Annual Report Doğan Şirketler Grubu Holding A.Ş. 5 MANAGEMENT ACTIVITIES IN 2010 INVESTMENTS SOCIAL RESPONSIBILITY CORPORATE GOVERNANCE FINANCIAL MANAGEMENT • Message from the Honorary President • Message from the Chairperson • Board of Directors 2010 Annual Report Doğan Şirketler Grubu Holding A.Ş. 7 Message from the Honorary President Dear Shareholders, As we leave behind a year in which we successfully faced With the many products and services we develop, the immense challenges, Doğan Group strides confidently significant employment opportunities we generate, into 2011 filled with great hope for the future. and the vast tax revenue that we proudly contribute to the nation, Doğan Holding has always been one of The shifting impact of the global economic crisis in Turkey’s leading economic groups. We have long played 2010, vis-à-vis the previous year, led governments to an important role in the advancement of the country, focus on structural reforms and, even, to act in unison to with our vanguard companies, the diverse range of accelerate recovery in the world economy. What we see investments we make in Turkey, and through social now is that the old global order has been fundamentally responsibility projects that contribute to development altered in both its economic and strategic dimensions. across every segment of society. With our increasing Meanwhile, the Turkish economy, carefully managed and international investments, we have also resolutely moved with structural reforms implemented well before the crisis forward in our strategic goal to become a regional player. hit, is a true standout with its resilience, strength and uptrend. Doğan Group has become ever stronger through each transformation it has undertaken during its history. I have At Doğan Group, we are proud, and fortunate, to operate infinite faith that we will achieve great success in this new in a country with such a solid and robust economy. period by accelerating our reorganization efforts, in line with improving economic conditions. I would also like to share with you an event of great personal significance for me: At the end of 2009, I As one of the leading and longest-established groups in handed over the chairmanship of Doğan Holding to Turkey, I am certain we will continue our track record of Arzuhan Doğan Yalçındağ. It was with extraordinary positive performance in the forthcoming period, thanks pleasure that I passed this position on to the next to the unwavering support of all our economic and social generation, so they might instill the Group with their own stakeholders. I have no doubt that we will sustain our competencies and unique qualifications required for the leadership position, with our reorganized structure and long-term sustainability of the Company. the help of our committed employees. Despite an ongoing economic crisis that did not spare I would like to extend my heartfelt gratitude to our Turkey, along with the tax penalty cases to which we employees, customers, business partners, and domestic have devoted a great deal of our energies, Doğan Holding and international shareholders who have been steadfast has continued to its strategic focus on risk management in their support and trust in us even through the most and operating profitability. difficult times. To everyone, I wish good health, much happiness, great success, and lasting peace in 2011. On the eve of 2010, our Group initiated a reorganization in order to ensure our sustainable growth, further improve our current economic power and market position, and establish additional strong international partnerships in investment activities beyond our national borders. The reorganization initiative was implemented throughout the year and served to reinforce the corporate structure, Aydın Doğan empower the management of the Holding and its Honorary President subsidiaries, and to raise consolidated profitability and overall business performance. These efforts will gain increasing momentum in 2011. As a key component of this strategy, we also plan to continue restructuring our current investment portfolio, in keeping with our objective to create maximum value for our stockholders. 8 2010 Annual Report Doğan Şirketler Grubu Holding A.Ş. 2010 Annual Report Doğan Şirketler Grubu Holding A.Ş. 9 Dear Shareholders, reorganization of our investments and overall corporate The global economic crisis, which struck in 2008 and spread structure. worldwide the following year, entered a new phase in 2010. With regard to restructuring our media investments and Message from the Chairperson While we did witness broad, positive economic growth this investigating potential partnership opportunities, we initiated past year thanks to government-implemented measures, studies together with the consultants about including adding much of this uptick was in fact artificial, and backed by new shareholders to Doğan Yayın Holding A.Ş. and/or short-term policies. selling our shares in existing subsidiaries totally or partially, Throughout 2010, historic amounts of liquidity continued to selling assets, exchanging shares or establishing strategic be injected into deeply troubled banks.