Annual Report looking ahead is the key for progress… Contents 3 Vision 34 Corporate Governance 62 Reports and Financial Statements 3 Mission 36 Members of the Board of 63 Report by the Committee 4 Otokar in Brief Directors and Committees Responsible from Audit 6 1963-2013 Milestones 37 CV’s of Nominees for the Board of 65 Independent Auditors’ Report Directors 8 Otokar’s Competitive Advantages 67 Financial Statements and Notes 38 Declarations of Independence of 10 Otokar’s Operational Lines 124 Information Document the Board of Directors Nominees 12 Key Indicators 39 Remuneration Policy 16 Chairman’s Message 40 Independent Auditor Report on 18 Board of Directors Annual Report 20 Senior Management 41 Meeting Agenda 22 2013 Activities 42 Board of Directors Report 24 Commercial Vehicles 46 Profit Distribution Policy 24 Public Transportation 47 Profit Distribution Proposal 25 Logistic Vehicles 48 Legal Disclosures 26 Defence Industry 49 Corporate Governance Principles 28 R&D Operations Compliance Report 29 Productivity Operations 58 Risk Management 30 After Sales Services 60 Internal Control System and 31 Toward the Future… Internal Audit 32 Sustainability 60 Report on Related Parties 32 Corporate Social Responsibility 61 Report on Affiliated Companies 32 Environment 33 Human Resources The most important attributes which have made placed Otokar in the position it is today are its dedication to always stand by its customers, and to produce solutions for their expectations, needs and requests in the most ideal manner. As one of the building blocks in the development of the Turkish automotive industry, Otokar has lit the torch which it has been carrying with the same excitement and belief for 50 years. During this long journey, Otokar broke a great deal of new ground and achieved major success in Turkey and in the world, and has now reached a level in both the trade sector and defence industry that we must all be proud of. Developing its own technologies and maintaining a national and domestic identity in its products, Otokar aims to ensure continuous satisfaction of its customers, employees and partners with its philosophy of perfection in every area. Thanks to its advanced R&D facilities and specialized and experienced workforce, Otokar is equipped with all the necessary competencies to achieve its targets. OTOKAR 2013 Annual Report 1 Introduction Activities Sustainability Looking ahead is the key for progress… Our aim is to progress unwaveringly with our experience and vision... By researching, by developing and by producing... 2 OTOKAR 2013 Annual Report Corporate Governance Financial Information Other Information Vision Mission Otokar preserves the local The key mission of Otokar is and national characteristics of to design, manufacture, and its products by developing its market commercial vehicles technology in-house, and aims and various defence industry at the continued satisfaction of products developed in line with its customers, employees, and customer expectations that shareholders by embracing a have global competitive power. total excellence philosophy. OTOKAR 2013 Annual Report 3 Introduction Activities Sustainability Otokar in Brief Otokar’s greatest success has been its competence in transforming design, engineering and R&D capability into a product expeditiously through its proactive approach. Turkey’s Main Battle Tank Altay 8.5 tons Otokar Atlas light truck Otokar was founded to manufacture Today’s Otokar is a company specialized 2 Turkey’s first busses in 1963, as part in design, development and system 552,000 m of the first steps aimed at Turkey’s integration of vehicles and platforms industrialization and modernization. in the land systems. Otokar holds the Initially, the Company produced busses intellectual property rights for tactical Plant area and minibuses; after 1984, with its wheeled armoured vehicles and tracked merger with the Koç Group in 1976, the armoured vehicle, while bringing Otokar operates on a 552,000 square meter decision was taken to specialize in other developed R&D facilities into use for the plant in Arifiye, Sakarya. segments of industry. whole sector. Moreover, Otokar develops various vehicle sub systems including In addition to its ongoing bus and turret systems to complement its land Certificate and minibus production, Otokar took the vehicles, and uses them in its products. decision to enter the defence industry in Management Systems i 1987. This represented a new era with In addition to these products, the • ISO 9001 Quality Management the manufacture of Turkey’s first tactical main battle tank, the “Altay”, which System wheeled armoured vehicle, and Otokar was designed and developed by the • ISO 14001 Environmental has today reached the position of being a prime contractor Otokar, has been Management System pioneer in Turkey with the largest private materialized in line with the needs of the • ISO 27001 Information Security capital in the defence industry. Turkish Armed Forces by using national Management System opportunities and resources. Thanks Since its foundation, Otokar has led • AQAP 2110 NATO Quality to the Altay tank, which is a design, the way for 50 years and constantly Assurance Certificate prototype and qualification project, Turkey expanded its technological know-how, • Facility Security Certificate with has not only attained a main battle tank production capacity, R&D competence National and NATO Secrecy Degree with intellectual property rights, but also and product range. has gained the substructure of designing and manufacturing one of the most complicated land system. 4 OTOKAR 2013 Annual Report Corporate Governance Financial Information Other Information ~2,300 60+ Number of employees Number of countries served Otokar boasts human resources that can Otokar is a global company serving more than use state-of-the-art technology, are aware of 60 countries in 5 continents. customers and service, open to continuous learning and progress, and who are experienced and qualified. Otokar is manufacturing in two main Otokar added a new licensed light weight fields - city transportation and tourism truck called the “Otokar Atlas” with an transportation - in the bus segment 8.5 tons provisional weight to its product with its large product range extending range, and began to operate in the light from 5.8-meter to 12-meter long buses weight truck segment in 2013. of various passenger capacities. The company is especially differentiated in Otokar’s large product range is popular the integrated solutions area in city mass not only in Turkey, but in also in foreign transportation. markets over five continents and in more than 60 countries. Otokar has stepped up its endeavours in the design of alternative fuelled busses in recent years and manufactured Turkey’s first hybrid bus, called the “Vectio (Doruk) Otokar’s 12-meter Kent municipal buses Hibra”, Turkey’s first natural gas operated medium-size bus, the “Vectio CNG (Doruk DG)”, and Turkey’s first electric bus, the “Vectio Electra (Doruk Electra)”. 900 Otokar produces vehicles for various categories from dry cargo transportation to frigorific transportation and from Bus order from the Istanbul container transportation to hazardous material transportation in line with Municipality international standards. Otokar produced 900 Kent municipal buses delivered to Istanbul Turkey’s first tanker semi-trailer with the Metropolitan Municipality, İETT (Istanbul ADR certificate in hazardous material Electricity, Tramway and Tunnel General transportation, as well as safe and Management). hygienic solutions in food transportation with its frigorific trailers. OTOKAR 2013 Annual Report 5 Introduction Activities Sustainability 1963-2013 Milestones 1960s 1970’s 1980’s 1990’s 1963 1970 1980 1990 Otokar was established under Minibuses suitable for public Turkey’s first armoured Turkey’s first tactical the name Otobüs Karoseri transport were developed and money transport vehicle was wheeled armoured vehicle A.Ş. in Bahçelievler, Istanbul. manufactured. developed and manufactured. manufactured, and Turkey’s first tactical armoured vehicle 1964 1976 1984 exported. Turkey’s first intercity bus Joined the Koç Group of Company’s name changed was manufactured under the Companies. to “Otokar Otobüs Karoseri 1995 Magirus license. Sanayii A.Ş.” Initial Public Offering. 1967 1987 1997 Small-size buses were Manufactured tactical wheeled Relocated to 86,000 m2 plant manufactured for the first time. vehicles under the Land Rover in Sakarya. UK license, and won the first 1968 major order for these vehicles. Apollo buses were manufactured. Passenger buses manufactured in 1967 6 OTOKAR 2013 Annual Report Corporate Governance Financial Information Other Information Since its foundation, Otokar has led the way for 50 years and constantly expanded its technological know- 2000’s • The Vectio model won the 2013 how, production “Design Turkey Award”, and 2002 the “Busworld Kortrijk Grand • Celebrated its 50th capacity, R&D Merged with Istanbul Award” in Europe. anniversary. competence and Fruehauf A.Ş.; developed and • The Company’s name • Started production of the product range. manufactured the Navigo, the changed to “Otokar light weight truck. first small bus, and captured Otomotiv ve Sanayi A.Ş.” • Started production of the number two market share tracked armoured vehicles position during the first year of 2010’s • Became the market leader production. in the bus market for the 4th 2010 time. 2003 • Added the Arma 6x6, a Manufactured Turkey’s first ADR multi-wheeled