Annual Integrated Report
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[2017] ANNUAL INTEGRATED REPORT BORSA İSTANBUL [2017] Annual INTEGRATED Report 1 INTRODUCTION TO BORSA ISTANBUL’S 2017 INTEGRATED REPORT For its 2017 Annual Report, Borsa Istanbul has done an integrated report based on the Framework of the International Integrated Reporting Council (IIRC). The use of the capitals pertinent to the activities of the Exchange is set out in clear, concise and understandable language. There is also an infographic of the Exchange’s business model. This infographic again in clear language illustrates the endeavours of the Exchange to have a business model which will have positive impacts, as far as possible, on the three critical dimensions for sustainable development, namely the economy, society and the environment. From the report I can easily understand how the Exchange used its value creation resources of financial, human, intellectual, manufactured and social in carrying on its business activities during the reporting period. The report is also a clear indication that the collective mind of the board of the Exchange has been applied to develop a business model which deals with value creation in a sustainable manner. Borsa Istanbul needs to be congratulated for setting an example for companies listed on Borsa Istanbul but also for non-listed organisations in Turkey. The report can be easily understood and the reader can make an informed assessment about the true state of play inside Borsa Istanbul. Prof Mervyn King SC Chairman of the International Integrated Reporting Council (IIRC) London 18 May 2018 2 CONTENTS ABOUT THE ANNUAL INTEGRATED REPORT SUSTAINABILITY 64 Sustainability at Borsa İstanbul 2 About the Annual Integrated Report 3 Independent Auditor’s Report on Annual Report of the CORPORATE GOVERNANCE Board of Directors 66 Board of Directors STRATEGY, BUSINESS MODEL AND RISKS 70 Senior Management 73 Committees 4 Borsa İstanbul at a Glance 73 Committee Reports 6 Message from the Chairman of the Board and the 77 Shareholders Executive Committee 78 Organizational Structure 10 Message from the CEO 79 Corporate Governance Compliance Report 11 Capital Markets Outlook 12 Our Strategy INDEPENDENT AUDITOR’S REPORT 16 Our Material Issues 20 Stakeholder Engagement 88 Borsa İstanbul A.Ş. Consolidated Financial Statements as at 22 Value Created for Stakeholders and for the Year Ended 31 December 2017 with Independent 24 Borsa İstanbul Business Model Auditor’s Report Thereon 26 Risk Analysis ANNEXES 2017 PERFORMANCE THROUGH CAPITAL ELEMENTS 149 Affiliates and Subsidiaries 32 Financial Capital 150 Sustainability Performance Tables 50 Human Capital 154 GRI G4 Content Index 52 Intellectual Capital 56 Manufactured Capital 58 Social and Relationship Capital CONTACT BORSA İSTANBUL [2017] Annual INTEGRATED Report 1 Towards New Horizons 2018-2023 will be a period in which significant developments will take place. In this period • sustainable revenue stream and structure • operational efficiency • inorganic growth have been identified as strategic priorities. In this context, increasing trade volume and product diversity, expansion in institutional and individual investor base, increasing revenues especially in data, technology, equities and derivatives, deepening the integration with Takas İstanbul (Turkish CCP) and Merkezi Kayıt İstanbul (CSD of Turkey), being a regional gold custody center, investing in financial technology and supporting innovative initiatives are among the top concerns. ABOUT NAVIGATION ICONS The following icons are used to facilitate reading throughout the report and for easy tracking of topics, navigation, and cross-references. Financial Capital Social and Relationship Capital Human Capital Material Issue MI Intellectual Capital Web Manufactured Capital More Information ABOUT THE ANNUAL INTEGRATED REPORT 2 ABOUT THE ANNUAL INTEGRATED REPORT PERIOD AND SCOPE OF REPORT COMPLEMENTARY INFORMATION 2017 Annual Integrated Report of Borsa İstanbul A.Ş., (Borsa The complementary information on this report can be reached İstanbul) covers the period from January 1, to December 31. at www.borsaistanbul.com. The information on the website www.borsaistanbul.com/en/investor-relations/reports should be evaluated together with the relevant section of the Annual Integrated Report. This report addresses the financial and non-financial www.borsaistanbul.com performance of Borsa İstanbul with an integrated approach. The independent audit, financial statements and explanatory These sections are as follows: notes of December 31, 2017 are complementary to this report. · http://www.borsaistanbul.com/en/corporate/about-borsa- istanbul/about-us REPORTING STANDARDS · http://www.borsaistanbul.com/en/corporate/about-borsa- istanbul/legal-framework The 2017 Annual Integrated Report is structured in a · http://www.borsaistanbul.com/en/investor-relations/ transparent, open and internationally recognized format. corporate-governance The following were taken into account during the preparation RESPONSIBILITY OF THE BOARD OF DIRECTORS IN of the report; RELATION TO THE ANNUAL INTEGRATED REPORT · Integrated Reporting Framework of the International Integrated Reporting Council - IIRC, The Board of Directors of Borsa İstanbul is responsible for · G4 Sustainability Reporting Guide (basic option) of the the integrity of this report. The Board of Directors believes Global Reporting Initiative - GRI, that this report, prepared and published in accordance with · G4 Financial Services Sector Supplement, its approval, accurately reflects the integrated performance · The Securities & Commodity Exchanges Research Brief of of Borsa İstanbul and takes full consideration of the material the Sustainability Accounting Standards Board (SASB), issues. · Security & Commodity Exchanges Sustainability Accounting Standard, and EVALUATIONS FOR THE FUTURE · Sustainable Stock Exchanges (SSE) guide: “Sustainable Development Goals: What do they mean for Stock Different parts of the report may include assessments Exchanges?” referring to the future. These assessments do not constitute a commitment for Borsa İstanbul. LIMITS AND CONTENT OF THE REPORT As discussed in the report, there are many risk factors in the The information in this report, unless otherwise stated, global and national markets which may lead to unforeseen belongs to Borsa İstanbul A.Ş., and it does not include the developments and results. Such possibilities are not the other members of the Group. The data in the report is for subject of the report. It is recommended that the reader 2017 unless otherwise specified. Borsa İstanbul, where it makes a cautious assessment of the future. deems necessary, included the data from previous years in the report to put forward medium and long-term trends and Your questions, opinions, and suggestions regarding Borsa for comparison purposes. In order to ensure the accuracy and İstanbul’s 2017 Annual Integrated Report can be submitted to: integrity of the reported data, measurable amounts were [email protected]. used and estimates were avoided as much as possible. www.borsaistanbul.com Borsa İstanbul operates in financial sector and its direct effect on the environment is limited and the use of natural resources is also relatively low. Borsa İstanbul, in this report, communicates its 2017 performance with its stakeholders throughout six capitals model of Integrated Reporting Framework of IIRC and reflects them to its business model. Data on the carbon and water footprints of Borsa İstanbul are included in Performance Tables section of this report. page 151 GRI-G4 G4-17, G4-22, G4-23 BORSA İSTANBUL [2017] Annual INTEGRATED Report 3 CONVENIENCE TRANSLATION INTO ENGLISH OF THE INDEPENDENT AUDITORS’ REPORT RELATED TO ANNUAL REPORT ORIGINALLY ISSUED IN TURKISH KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. İş Kuleleri Kule 3 Kat:2-9 34330 Levent, İstanbul T: +90 (212) 316 60 00 F: +90 (212) 316 60 60 www.kpmg.com.tr To the Board of Directors of Borsa İstanbul Anonim Şirketi, Report On The Audit Of Board Of Directors’ Annual Report Based On The Standards On Auditing Which Is A Component Of The Turkish Auditing Standards Published By The Public Oversight Accounting And Auditing Standards Authority (“POA”) We have audited the accompanying annual report of Borsa İstanbul Anonim Şirketi (“the Company”) and its subsidiaries (collectively referred to as “the Group”), for the year ended 31 December 2017. Board of Directors’ Responsibility for the Annual Report Pursuant to the article 514 of the Turkish Commercial Code numbered 6102 (“TCC”) management is responsible for the preparation of the annual report fairly and consistent with the consolidated financial statements and for such internal control as management determines is necessary to enable the preparation of such annual report. Auditors’ Responsibility Our responsibility is to express an opinion on the Group’s annual report based on our audit in accordance with article 397 of the TCC and Communiqué whether the financial information included in the accompanying annual report is consistent with the audited consolidated financial statements expressed in the auditor’s report of the Group dated 9 March 2018 and provides fair presentation. Our audit has been conducted in accordance with the Standards on Auditing which is a component of the Turkish Auditing Standards (“TAS”) published by the POA. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial information included in