Table of Contents I. General Principles of The
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BANK MELLAT, HEAD OFFICE: TEHRAN – IRAN ISTANBUL TURKEY MAIN BRANCH, ANKARA AND IZMIR BRANCHES 2011 ANNUAL REPORT TABLE OF CONTENTS I.I.I. GENERAL PRINCIPLES OF THE ANNUAL REPORT II. CONTENTS OF THE ANNUAL REPORT a)a)a) Introduction 1.1.1. Brief Financial Data 2.2.2. Historical Development of the Branch 3.3.3. Partnership Structure of the Branch 4.4.4. Changes in the Capital and the Partnership Structure During the Financial Year 5. Titles of Real and Legal Persons, holders of Qualified Shares, and Details relating to their Shares 6.6.6. Remarks by the Chairman and Members of Board of Directors, General Manager and Deputy General Manager of the Branch regarding their Shares, if any 7.7.7. Remarks by the Board of Directors’ Chairman and the General Manager about the Operating Period and their Anticipations for the Future 7.1. Remarks by the Chairman of the Board of Directors 7.2. Remarks by the General Manager 8.8.8. Remarks regarding the Staff, Number of Branches, Branch Service Type, Scope of Activities and Its Position in the Sector b) Details about Management and Institutional Management Practices 1.1.1. Board of Directors 2.2.2. Senior Management 3.3.3. Data pertaining to the Operations performed pursuant to the Provisions of the Regulation on Banks' Internal Systems, and to the Managers of the Internal Systems Departments 4. Other Committees 5.5.5. Data pertaining to Human Resources Practices 6.6.6. Data pertaining to the transactions made by the Branch with the Branch risk group 6.1. Data pertaining to the loans that the Branch allows to be used by the Branch risk group 6.2. Data pertaining to the deposits held by the Branch risk group 6.3. Data pertaining to the loans used through the Branch risk group 6.4. Data pertaining to the futures or option contracts or other similar contracts signed between the Branch and the Branch risk group 6.5. Data pertaining to the benefits offered to the senior management 7.7.7. Data pertaining to the Scope of Activities subject to Support Services and to the Entities or Institutions Providing such Service c) Financial Data and Assessments relating to Risk Management 1.1.1. Assessment of the Audit Committee regarding the process of Internal Control, Internal Audit and Risk Management System and Data pertaining to the Operations during the Financial Year 1.1. Operations of the Internal Control Department 1.2. Operations of the Internal Audit Department 1.3. Risk Management Operations 1.4. Compliance Operations 1.5. General Assessment 2.2.2. Independent Audit Report 1 BANK MELLAT, HEAD OFFICE: TEHRAN – IRAN ISTANBUL TURKEY MAIN BRANCH, ANKARA AND IZMIR BRANCHES 2011 ANNUAL REPORT 3. Data pertaining to the Financial Structure 3.1. Assessment pertaining to the Financial Position, Profitability and Solvency 4. Data pertaining to the Risk Management Policies in place by Risk Types 4.1. Principles and Policies for the Credit Risk Management 4.2. Principles and Policies for the Operational Risk Management 4.3. Principles and Policies for the Liquidity Risk Management 4.4. Principles and Policies for the Market Risk Management 5.5.5. Data pertaining to the Rating Points and Contents 6.6.6. Brief Financial Data for 5-year Period including the Reporting Period (thousand TRY) 7.7.7. Turkish Translation of the Annual Report for Bank Mellat Tehran – Iran 2 BANK MELLAT, HEAD OFFICE: TEHRAN – IRAN ISTANBUL TURKEY MAIN BRANCH, ANKARA AND IZMIR BRANCHES 2011 ANNUAL REPORT I.I.I. GENERAL PRINCIPLES OF THE ANNUAL REPORT 1. Reporting Period : 2011 2. Title of the Branch : Bank Mellat Tehran – Iran Istanbul Turkey Main Branch 3. Bank Mellat Head Office is located at : Taleghani Avenue. No: 327 – Tehran - Iran Address of the Branch in Turkey : Büyükdere Cad. Binbirçiçek Sok No.1 34330 1. Levent - / IstanbulTurkey 4. Phone : (0212) 279 80 15 5. Fax : (0212) 284 62 14 6. Website : www.mellatbank.com 7. E-mail : [email protected] II. CONTENTS OF THE ANNUAL REPORT a) Introduction 1. Brief Financial Data Balance Sheet (Thousand TRY) Increase/ (Decrease) PRIMARY ACCOUNTS 2011 2010 Amount ( %) Cash and Banks 2.834.366 550.743 2.283.623 414,64 Loans 585.529 1.119.411 -533.882 -47,69 Marketable Securities 109.828 154.884 -45.056 -29,09 Other Assets 9.926 9.614 312 3,25 Total Assets 3.539.649 1.834.652 1.704.997 92,93 Deposits 3.091.768 462.709 2.629.059 568,19 Credits Received 225.112 41.548 183.564 441,81 Provisions (Tax and Other) 14.696 6.810 7.886 115,80 Other Liabilities 50.864 1.223.458 -1.172.594 -95,84 Shareholder’s Equity 157.209 100.127 57.082 57,01 Total Liabilities 3.539.649 1.834.652 1.704.997 92,93 1 BANK MELLAT, HEAD OFFICE: TEHRAN – IRAN ISTANBUL TURKEY MAIN BRANCH, ANKARA AND IZMIR BRANCHES 2011 ANNUAL REPORT Income Statement (Thousand TRY) Increase/ (Decrease) PRIMARY ACCOUNTS 2011 2010 Amount ( %) Net Interest Income 58.877 21.665 37.212 171,76 26.126 15.162 10.964 72,31 Fees and Commissions (net) Other Income (net) 5.439 4.693 746 15,90 Total Income 90.442 41.520 48.922 117,83 Other Operating Expenses -11.089 -7.856 -3.233 41,15 Provision for Loans and Other -5.414 -587 -4.827 822,32 Receivables Profit Before Tax 73.939 33.077 40.862 123,54 Provision for Taxes -15.410 -6.699 -8.711 130,03 Net Profit 58.529 26.378 32.151 121,89 2. Historical Development of the Branch Bank Mellat is a state-owned bank that was established in 1980 in Iran as a result of nationalizing 10 private banks. The size of the Bank assets is $57.556M whereas the shareholder’s equity amounts to $2.284M as of 22 March 2011. The bank has branches in Turkey, Armenia and Korea, and subsidiary banks in UK, Germany and Malaysia. The branches and banks outside Iran mainly aim at acting as an intermediary for any foreign trade transaction between Iran and the third countries, especially the abovementioned countries. The branch was allowed to operate as a foreign bank branch established in Turkey according to the Council of Ministers’ resolution dated 5 February 1981 and number 82/2406. Started operating on 16 April 1982, Bank Mellat has three branches in Turkey- the main branch being in Istanbul and the others in Ankara and Izmir. 2 BANK MELLAT, HEAD OFFICE: TEHRAN – IRAN ISTANBUL TURKEY MAIN BRANCH, ANKARA AND IZMIR BRANCHES 2011 ANNUAL REPORT 1.1.1. Partnership Structure of the Branch The partnership structure of Bank Mellat Tehran Iran, holder of the whole branch capital, is as follows: Share Percentage Shareholder (%) Equity shares (Public shares) 30,00 The Government of the Islamic Republic of Iran 20,00 The Social Security Institution of Iran 9,99 Saba Tamin Investment Company 6,54 Personnel Shares 3,96 Bank Mellat Staff Future Trust Fund 3,52 Other Shares traded in the Stock Exchange 25,99 Total 100,00 2.2.2. Changes in the Capital and the Partnership Structure During the Financial Year No change occurred in the paid capital and the partnership structure of the Branch during the current period. 3. Titles of the Real and Legal Persons, holders of Qualified Shares, and Details relating to their Shares Bank Mellat located at Tehran, Iran acts as the Controlling Equity Owner (100%) of the Branch. 4.4.4. Remarks by the Chairman and Members of Board of Directors, General Manager and Deputy General Manager of the Branch regarding their Shares, if any The chairman and members of the board of directors, general manager and deputy general managers hold no share. 3 BANK MELLAT, HEAD OFFICE: TEHRAN – IRAN ISTANBUL TURKEY MAIN BRANCH, ANKARA AND IZMIR BRANCHES 2011 ANNUAL REPORT 5.5.5. Remarks by the Board of Directors’ Chairman and the General Manager regarding the Operating Period and their Anticipations for the Future 5.1. Remarks by the Chairman of the Board of Directors The branch mainly aims at acting as an intermediary for the foreign trade transactions between the Republic of Turkey and the Islamic Republic of Iran and providing the banking services which the entities and institutions in both countries need to this end. This objective naturally includes providing support to finance the said foreign trade transactions. The progress in the foreign trade volume between the two countries is vital for the branch pursuant to this objective. I am more than pleased to mention that the foreign trade volume between the two countries has been gradually increasing in the past years. This trend also continued in 2011 and the export volume, import volume and total foreign trade volume increased by ca. 18%, 65% and 50% respectively to exceed $16bln compared to the previous year. It is estimated that it will further increase in the next years. There was a rapid growth in the Branch assets particularly from the last quarter of 2010 due to the developments occurred in mid-2010 as well as the increase in the foreign trade volume. It continued until the early third quarter of 2011. As a result, the growth in the branch balance sheet was well beyond the sector average in 2011. I would like to underline three pleasing points as to the growth of the Branch. First, the assets quality was maintained during such rapid growth and there was no negative events regarding the matter. Secondly the growth was achieved in those fields which the Branch targeted, was focused on and gave priority to.