2020 Annual Report CONTENTS
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WE KNOW THE VALUE OF LIFE Tüpraş 2020 Annual Report CONTENTS 10 Tüpraş At A Glance TÜPRAŞ IN BRIEF 12 Key Indicators 36 Message From the General Manager GENERAL ASSEMBLY 40 Senior Management 14 General Assembly Agenda 42 Milestones In Tüpraş’s History 15 Independent Auditor’s Report 46 Actions Taken By Tüpraş In the Pandemic Period 15 On the Annual Report 48 2020 Developments 16 Message From The Chairman 52 Strategy 20 Independent Auditor’s Report (Opinion) 55 Achievements And Awards 21 Consolidated Balance Sheet/Consolidated Income Statement 56 Investor Relations 22 Board Of Directors 60 Human Resources 28 Profit Distribution Policy 2020 PERFORMANCE 28 Profit Distribution Proposal 70 The Sector 29 Profit Distribution Proposal 72 Production and Sales 30 Amendments to the Articles Of Association 78 Refineries 34 2021 Board Of Directors Candidates 86 Tupras Trading Ltd 35 Remuneration Policy 88 Distribution - OPET 90 Marine Transportation 96 Körfez Ulaştırma A.Ş. SUSTAINABILITY 98 Sustainability At Tüpraş 102 Investments 106 R&D 112 Innovation 118 Digital Technologies, Robotics And Cyber Security 120 Health And Safety Practices 123 Quality Management Systems 124 Environmental Management 128 Energy Efficiency 130 Performance Indicators 134 Social Responsibility CORPORATE GOVERNANCE 141 Legal Disclosures 143 Information About Corporate Governance 150 Structure Of Board Of Directors 151 Tüpraş Organizational Structure 152 Statement Of Compliance With Sustainability Principles 154 Risk Management and Activities Of the Risk Management Committee 165 English Translation Of Independent Auditor’s Early Risk Detection System and Committee Report 166 Evaluation Of Operating Principles And Effectiveness Of Board Committees 172 Audit Committee Report (Related To Financial Statements) 173 Statement Of Responsibility (Related to Approval Of Financial Statements) 174 Audit Committee Report (Related To Annual Report) 175 Statement Of Responsibility (Related to Approval Of Annual Report) FINANCIAL STATEMENTS 176 1 january - 31 December 2020 Consolidated Financial Statements Together with The Independent Auditor’s Report OTHER INFORMATION 256 Declaration For Independency 260 Corporate Governance Compliance Report 270 Corporate Governance Information Form (CGIF) 278 Index Of Explanations Regarding Sustainability Principles 284 Glossary 288 Contact You can access Tüpraş’s 2020 and previous years annual reports from the link below: https://www.tupras.com.tr/en/overview TÜPRAŞ IN 2020 THE LARGEST INDUSTRIAL COMPANY IN TURKEY ON THE BASIS OF ADDED VALUE AND TURNOVER 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. With the corporate and management culture of the Koç Group behind us and our expert team mates next to us, with the responsibility and pride of knowing we are the largest energy producer and industrial company in Turkey on our shoulders, we continued production in our refineries with a safe production certificate in the Covid-19 process to meet the country’s energy needs when the cities were silenced. Although we use technology in every field, we have once again seen that the most important factor in the fight against Covid-19 is human resources. On this occasion, we drew upon the visionary identity of our founder, the late Vehbi Koç, and the principle of “My primary capital is my human resources”. Tüpraş, which is an integrated oil company with its crude oil processing capacity of 30 million tons, its market and corporate reliability and its production complexes and partnerships, closely monitors potential business and investment opportunities in the domestic and international fields. In line with its strategy to diversify its business, Tüpraş unwaveringly carried out its sustainability studies during the pandemic, aiming to invest in sectoral integration, alternative energy resources and start- ups, digitalization, energy efficiency projects, meeting the energy needs of its refineries, expanding its logistics infrastructure, reducing energy costs and reducing its carbon footprint. TUPRAS.COM.TR SAYFA: 1 WE KNOW THE VALUE OF LIFE We Contribute to the Economy We Make the Wheels Turn We Work Responsibly SAYFA: 2 TÜPRAŞ 2020 ANNUAL REPORT TUPRAS.COM.TR SAYFA: 3 WE KNOW THE VALUE OF LIFE We Don’t Waste Our Energy We Know the Value of Water We Believe in Transformation in Production SAYFA: 4 TÜPRAŞ 2020 ANNUAL REPORT TUPRAS.COM.TR SAYFA: 5 WE KNOW THE VALUE OF LIFE We Build Our Digital Strategy on “Commitment” We Are Preparing an Analytical Tüpraş Spreading Our Innovation Culture SAYFA: 6 TÜPRAŞ 2020 ANNUAL REPORT TUPRAS.COM.TR SAYFA: 7 WE KNOW THE VALUE OF LIFE We Put People First We Protect and Develop Our Employees We Aim for Inclusion in Social Benefit SAYFA: 8 TÜPRAŞ 2020 ANNUAL REPORT TUPRAS.COM.TR SAYFA: 9 TÜPRAŞ AT A GLANCE Securing the increasing energy needs of developing and growing Turkey and establishing the infrastructure for sustainable growth are among the priority targets of Tüpraş management. 1 6 5 2 7 3 4 1 3 İZMİT REFINERY KÖRFEZ ULAŞTIRMA A.Ş. ANTALYA OPET TERMINAL Capacity: 11.3 million tons/year 465 Wagons (Owned) Storage Capacity: 19,442 m3 Nelson Complexity: 14.5 100-150 Wagons (TCDD rental) 3 Storage Capacity: 3.0 million m 5 Locomotives (TCDD rental) 4 5 Locomotives (Owned) KÖRFEZ OPET TERMINAL MERSİN OPET TERMINAL Storage Capacity: 45,450 m3 MARMARA OPET TERMINAL Storage Capacity: 240,000 m3 Storage Capacity: DİTAŞ 735,933 m3 5 3 Crude Oil Tankers: KIRIKKALE REFINERY 479,765 DWT Capacity: 5.4 milyon tons/year 1 Crude Oil/Product Tanker: Nelson Complexity: 6.32 51,532 DWT Storage Capacity: 1.3 million m3 10 Product Tankers: 171,453 DWT 6 3 Product Tankers under GİRESUN OPET TERMINAL Bareboat Lease Contract: Storage Capacity: 43,130 m3 46,031 DWT 13 Tugboats, 7 6 Mooring Boats 3 Service Boats BATMAN REFINERY 1 Pilot Boat Kapasite: 1.4 million tons/year Nelson Kompleksite: 1.83 3 2 Storage Capacity: 299 thousand m İZMİR REFINERY Capacity: 11.9 million tons/year Nelson Complexity: 7.66 Storage Capacity: 2.5 million m3 SAYFA: 10 TÜPRAŞ 2020 ANNUAL REPORT PETROLEUM PRODUCTS MARKET REFINING CAPACITY Tüpraş has 51% share in Turkey’s Tüpraş accounts for 75% total petroleum products market of Turkey’s current refining %51consisting of gasoline, diesel, %75 capacity. fuel oil and jet fuel. Ş T A E T İ P D 80% O 40% Tüpraş holds 79.98% of Ditaş’s shares. Tüpraş holds 40% of Opet’s shares. With a total of 14 tankers and about 749 thousand DWT With its 1,766 stations and storage capacity of 1.1 carriage capacity Ditaş has Turkey’s largest fleet of fuel million m3, Opet operates a wide service area in Turkey products and provides significant operational and cost with five terminals, and provides superior products and advantages to Tüpraş. services to customers . .Ş D A T L A G M N I R I D T A Ş R A T L 100% 100% S U A Z R E P F U R T Ö K Tüpraş holds 100% of Körfez Ulaştırma A.Ş.’s shares. Tüpraş holds 100% of Tupras Trading Ltd’s shares. Körfez Ulaştırma A.Ş., whose all shares belong to Tupras Trading Ltd closely follows up international market Tüpraş, is the first private railway operator in Turkey. opportunities through its activities, thus supporting Tüpraş’s existing foreign trade operations. It also creates additional added value from the supply and sales chain. TUPRAS.COM.TR SAYFA: 11 KEY INDICATORS The margins decreasing at historical levels and the costs increasing due to the limited supply of heavy crude oil negatively affected the profitability of the refining sector. The depreciation of TL and increasing interests caused Tüpraş to have a pre-tax loss of TL 3.8 billion. Financial Indicators (TL million) 2016 2017 2018 2019 2020 Net Sales 34,855 53,948 88,552 89,601 63,244 Operating Profit 2,357 4,857 5,736 2,230 -619 Profit Before Tax 1,944 4,474 3,724 -311 -3,795 Profit After Tax* 1,793 3,812 3,713 526 -2,494 EBITDA 3,396 5,882 8,908 4,039 545 Net Debt 6,084 6,249 11,967 8,424 9,420 Return on Equity (ROE) % 21.9 41.3 36.8 4.6 -20.4 Debt Leverage Ratio % 1.8 1.1 1.3 2.1 17.3 Net Working Capital 1,427 2,966 7,029 -1,501 -598 Investment Expenditures (USD million)** 213 184 138 157 113 * Net profit attributable to the equity holders of the parent ** Tüpraş unconsolidated Operational Indicators – Refining (thousand tons) 2016 2017 2018 2019 2020 Processed Crude Oil 28,348 28,502 24,540 27,238 22,583 Production 27,928 28,883 25,695 28,112 23,389 Domestic Sales 30,255 31,493 29,830 29,197 24,504 Product Exports 5,491 5,804 4,191 6,807 4,356 Transit Sales 316 Product Imports 3,749 4,388 6,252 2,827 2,927 Share of White Products in Production (%) 76.6 76.3 77.4 79.0 81.5 Crude Oil Capacity Utilization Rate (%) 100.9 101.4 87.3 90.8 75.3 Capacity Utilization Rate Including Semi-Finished 105.3 108.1 95.9 97.8 81.8 Products (%) SAYFA: 12 TÜPRAŞ 2020 ANNUAL REPORT Net Sales (TL million) Operating Profit (TL million) Profit After Tax (TL million)* 63,244 -619 -2,494 2020 2020 2020 89,601 2,230 526 2019 2019 2019 88,552 5,736 3,713 2018 2018 2018 53,948 4,857 3,812 2017 2017 2017 34,855 2,357 1,793 2016 2016 2016 * Net profit attributable to the equity holders of the parent EBITDA (TL million) Return on Equity (ROE %) Investment Expenditures (USD million)** 545 -20.4 113 2020 2020 2020 4,039 4.6 157 2019 2019 2019 8,908 36.8 138 2018 2018 2018 5,882 41.3 184 2017 2017 2017 3,396 21.9 213 2016 2016 2016 ** Tüpraş unconsolidated TUPRAS.COM.TR SAYFA: 13 GENERAL ASSEMBLY AGENDA AGENDA FOR ORDINARY GENERAL ASSEMBLY MEETING OF TURKISH PETROL REFINERIES CORPORATION TO BE HELD ON 31 MARCH 2021 1.