Tupras 2019 Annual Rep
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E P R OW U E UT R O E F F H THE OF T PAST - ENERGY Tüpraş 2019 Annual Report CONTENTS 10 Tüpraş at a Glance SUSTAINABILITY 12 Key Indicators 104 Health and Safety Practices 106 Quality Management Systems GENERAL ASSEMBLY 108 Environment Management 14 General Assembly Agenda 110 Energy Efficiency 15 Independent Auditor’s Report on the Annual Report 112 Performance Indicators 16 Message from the Chairman 116 Corporate Social Responsibility Projects 20 Independent Auditor’s Report (Opinion) 21 Consolidated Balance Sheet/Consolidated Income Statement CORPORATE GOVERNANCE 22 Board of Directors 123 Legal Disclosures 24 Board of Directors’ Resumes 125 Corporate Governance Principles Compliance Report 28 Profit Distribution Policy 130 Risk Management and the Activities of the Risk Management 28 Profit Distribution Proposal Committee 29 Dividend Distribution Table 137 About Early Detection of Risk System and Committee 30 2020 Board of Directors Candidates 138 Evaluation of Operating Principles and Effectiveness of Board 31 Remuneration Policy Committees 143 Audit Committee Report (Related to Financial Statements) TÜPRAŞ IN BRIEF 144 Statement of Responsibility (Related to Approval of Financial 32 Message from the General Manager Statements) 36 Senior Management 145 Audit Committee Report (Related to Annual Report) 38 Strategy 146 Statement of Responsibility (Related to Approval of Annual Report) 40 2019 Developments 147 Declaration for Independency of Board Members 42 Milestones in Tüpraş History 46 Investor Relations FINANCIAL STATEMENTS 50 Human Resources 150 1 January - 31 December 2019 Consolidated Financial Statements 58 Awards and Achievements Together with The Independent Auditor’s Report 2019 PERFORMANCE OTHER INFORMATIONS 62 Sector 219 Corporate Governance Compliance Report 64 Production and Sales 226 Corporate Governance Information Form 70 Refineries 232 Glossary 78 London Office 236 Contact 80 Distribution (Opet) 82 Marine Transportation (Ditaş) 88 Railway Transportation (Körfez Ulaştırma) 91 Investments 94 R&D 98 Innovation 102 Digital Transformation and Cyber Security TÜPRAŞ 2019 ANNUAL REPORT | 1 TÜPRAŞ IN BRIEF GENERAL ASSEMBLY GENERAL TÜPRAŞ IS THE LARGEST INDUSTRIAL COMPANY IN TURKEY IN TERMS OF TURNOVER AND THE ADDED VALUE IT CREATES. THE ROOTS OF TÜPRAŞ, WHICH HAS BECOME AN INTEGRATED OIL IN BRIEF TÜPRAŞ COMPANY IN TERMS OF ITS MARKETS, CORPORATE RELIABILITY, PRODUCTION COMPLEXES AND PARTNERSHIPS, GO RIGHT BACK TO THE BATMAN REFINERY, WHICH WAS ESTABLISHED IN 1955 WITH THE AIM OF PROCESSING DOMESTIC CRUDE OIL. THE ACTIVITIES OF THE FOUR REFINERIES ESTABLISHED IN KOCAELI, IZMIR, KIRIKKALE AND BATMAN HAVE CONTINUED UNDER THE ROOF OF 2019 PERFORMANCE TÜPRAŞ SINCE 1983. AS A RESULT OF THE SIGNIFICANT CAPACITY INCREASES AND INVESTMENTS IN CONVERSION UNITS REALIZED BY TÜPRAŞ AT ITS FOUR REFINERIES OVER THE YEARS, TÜPRAŞ REGISTERED A COMBINED DESIGN CAPACITY OF 30 MILLION TONS FOR ITS REFINERIES IN 2019. SUSTAINABILITY AS TURKEY’S LARGEST REFINERY AND EUROPE’S 7TH LARGEST REFINERY IN TERMS OF ITS TURNOVER AND THE ADDED VALUE IT CREATES, TÜPRAŞ IS ONE OF THE FEW REFINERIES WITH A HIGH COMPLEXITY INDEX IN THE MEDITERRANEAN, WITH AN AVERAGE NELSON COMPLEXITY INDEX OF 9.5. CORPORATE GOVERNANCE CORPORATE TÜPRAŞ IS ALSO FOLLOWING POSSIBLE OPPORTUNITIES FOR BUSINESS AND INVESTMENT IN DOMESTIC AND FOREIGN AREAS. IN LINE WITH ITS STRATEGY OF DIVERSIFYING ITS BUSINESSES, THE COMPANY AIMS TO INVEST IN SECTORAL INTEGRATION, ALTERNATIVE ENERGY RESOURCES AND START-UPS. IN THE RENEWABLE ENERGY FIELD, TÜPRAŞ AIMS TO REDUCE ITS ENERGY FINANCIAL STATEMENTS COSTS AND CARBON FOOTPRINT BY GIVING PRIORITY TO MEETING THE ENERGY NEEDS OF ITS OWN REFINERIES. OTHER INFORMATIONS OTHER 2 | TÜPRAŞ 2019 ANNUAL REPORT TÜPRAŞ COMBINES THE RIGHT BUSINESS STRATEGIES IT DEVELOPS WITH ITS VAST EXPERIENCE IN THE SECTOR AND REFLECTS THIS TO ITS PRACTICES. WITH ITS ABILITY TO ADAPT TO RISING GLOBAL COMPETITION, IT CARRIES ITS STRONG POSITION FORWARD. TÜPRAŞ 2019 ANNUAL REPORT | 3 4 | TÜPRAŞ 2019 ANNUAL REPORT TÜPRAŞ 2019 ANNUAL REPORT | 5 TÜPRAŞ, WHICH COMMISSIONED THE INNOVATION PROGRAM TO BRING THE LATEST TECHNOLOGIES DEVELOPED AROUND THE WORLD TO ITS OPERATIONS, HAS ACHIEVED SIGNIFICANT PROGRESS IN THE DIGITAL TRANSFORMATION AND INDUSTRY 4.0 PROJECTS. 6 | TÜPRAŞ 2019 ANNUAL REPORT TÜPRAŞ 2019 ANNUAL REPORT | 7 TÜPRAŞ’ HUMAN RESOURCES, WHOSE SCIENTIFIC AND OPERATIONAL COMPETENCIES ARE DEVELOPED THROUGH CONTINUOUS TRAINING AND CAREER PLANS, WORKS WITH STRONG MOTIVATION AND DYNAMISM. 8 | TÜPRAŞ 2019 ANNUAL REPORT TÜPRAŞ PRIORITIZES LONG-TERM SUSTAINABLE INVESTMENTS WITH LOW CARBON EMISSIONS, WHILE TAKING STEPS TO MORE EFFICIENT PRODUCTION TECHNOLOGIES AND RENEWABLE ENERGY INVESTMENTS. TÜPRAŞ 2019 ANNUAL REPORT | 9 10 | TÜPRAŞ 2019 ANNUAL REPORT TÜPRAŞ AT A GLANCE 1 İZMİT REFINERY 75% Capacity: 11.3 million tons/year Nelson Complexity: 14.5 Tüpraş accounts for 75% of Turkey’s Storage Capacity: 3.0 million m3 current refining capacity. 2 KÖRFEZ OPET TERMINAL Storage Capacity: 45,450 m3 3 DİTAŞ 3 Crude Oil Tankers: 479,765 DWT 1 Crude Oil/Product Tanker: 51,532 DWT 10 Product Tankers: 171,453 DWT 3 Product Tankers under Bareboat Lease Contract: 46,031 DWT 12 Tugboats, 7 Mooring Boats 2 Service Boats 1 Pilot Boat 4 KÖRFEZ ULAŞTIRMA A.Ş. 439 Wagons (Owned) 26 Wagons (Opet) 5 3 4 5 Locomotives (TCDD rental) 1 2 5 Locomotives (Owned) 5 MARMARA OPET TERMINAL Storage Capacity: 721 thousand m3 İZMİR REFINERY Capacity: 11.9 million tons/year Nelson Complexity: 7.66 Storage Capacity: 2.5 million m3 ANTALYA OPET TERMINAL Storage Capacity: 19,392 m3 MERSİN OPET TERMINAL Storage Capacity: 240 thousand m3 TÜPRAŞ 2019 ANNUAL REPORT | 11 55% Ditaş Tüpraş has 55% share in Turkey’s total petroleum products market 79.98% consisting of gasoline, diesel, fuel oil and jet fuel. Tüpraş holds 79.98% of Ditaş’s shares With a total of 14 tankers and about 703 thousand DWT carriage capacity Ditaş has Turkey’s largest fleet of fuel products and provides significant operational and cost advantages to Tüpraş. GİRESUN OPET TERMINAL Storage Capacity: 43,130 m3 Opet 40% KIRIKKALE REFINERY Tüpraş holds 40% of Opet’s shares Capacity: 5.4 million tons/year Nelson Complexity: 6.32 With its 1,670 stations and storage capacity Storage Capacity: 1.3 million m3 of 1.1 million m3, Opet operates a wide service area in Turkey with five terminals, and provides superior products and services to customers. Körfez Ulaştırma 100% BATMAN REFINERY Capacity: 1.4 million tons/year Nelson Complexity: 1.83 3 Storage Capacity: 299 thousand m Körfez Ulaştırma A.Ş., whose all shares belong to Tüpraş, is the first private railway operator in Turkey. 12 | TÜPRAŞ 2019 ANNUAL REPORT KEY INDICATORS TÜPRAŞ ACHIEVED AN OPERATING PROFIT OF TL 2,230 MILLION DESPITE THE VOLATILITY IN 4,039 AT YEAR-END 2019, TÜPRAŞ’S EBITDA WAS CRUDE OIL PRICES THROUGHOUT TL 4,309 MILLION. THE YEAR AND THE PLANNED MAINTENANCE. Financial Indicators (TL million) 2015 2016 2017 2018 2019 Net Sales 36,893 34,855 53,948 88,552 89,601 Operating Profit 2,752 2,357 4,857 5,736 2,230 Profit Before Tax 2,225 1,944 4,474 3,724 -311 Profit After Tax* 2,550 1,793 3,812 3,713 526 EBITDA 3,799 3,396 5,882 8,908 4,039 Net Debt 6,892 6,084 6,249 11,967 8,424 Return on Equity (ROE) % 35.3 21.9 41.3 36.8 4.6 Debt Leverage Ratio % 1.8 1.8 1.1 1.3 2.1 Net Working Capital 1,560 1,427 2,966 6,117 -1,501 Investment Expenditures (USD million)** 344 213 184 138 157 Operational Indicators – Refining (thousand tons) 2015 2016 2017 2018 2019 Processed Crude Oil (thousand tons) 27,559 28,348 28,502 24,540 27,238 Production (thousand tons) 27,268 27,928 28,883 25,695 28,112 Sales (thousand tons) 28,739 30,255 31,493 29,830 29,197 Product Exports (thousand tons) 6,494 5,491 5,804 4,191 6,807 Product Imports (thousand tons) 2,999 3,749 4,388 6,252 2,827 Share of White Products in Production (%) 75.4 76.6 76.3 77.4 79.0 Crude Oil Capacity Utilization Rate (%) 98.1 100.9 101.4 87.3 90.8 Capacity Utilization Rate Including Semi- 102.5 105.3 108.1 95.9 97.8 Finished Products (%) * Net profit attributable to the equity holders of the parent ** Tüpraş unconsolidated TÜPRAŞ 2019 ANNUAL REPORT | 13 Net Sales (TL million) Operating Profit (TL million) Profit After Tax (TL million)* 2019 89,601 2019 2,230 2019 526 2018 88,552 2018 5,736 2018 3,713 2017 53,948 2017 4,857 2017 3,812 2016 34,855 2016 2,357 2016 1,793 2015 36,893 2015 2,752 2015 2,550 Investment Expenditures (USD million)** EBITDA (TL million) Return on Equity (ROE %) 2019 157 2019 4,039 2019 4.6 2018 138 2018 8,908 2018 36.8 2017 184 2017 5,882 2017 41.3 2016 213 2016 3,396 2016 21.9 2015 344 2015 3,799 2015 35.3 * Net profit attributable to the equity holders of the parent ** Tüpraş unconsolidated 14 | TÜPRAŞ 2019 ANNUAL REPORT GENERAL ASSEMBLY AGENDA AGENDA FOR ORDINARY GENERAL ASSEMBLY MEETING OF TURKISH PETROL REFINERIES CORPORATION TO BE HELD ON 1 APRIL 2020 1. Opening and election of the Chairman for the meeting, 2. Review, discussion and approval of the Annual Report of the Company for the fiscal year 2019 as prepared by the Board of Directors, 3. Presentation of the summary of Independent Audit Report for the year 2019, 4. Review, discussion and approval of the 2019 Financial Statements, 5. Release of each member of the Board of Directors from liability for the affairs of the Company for the year 2019, 6. Within the framework of the Company’s dividend policy, approval, approval with amendment or disapproval of the Board of Directors’ proposal on profit distribution of the year 2019 and the date of dividend distribution, 7.