Annual Report 2012
www.cimsa.com.tr www.cimsa.com.tr Contents
02 Agenda or the Ordinary General Assembly 04 Our Vision, Mission, Values 06 Corporate Rofile 06 Milestones 08 Message From The Chairman 10 Board Of Directors 11 Senior Management 12 Biographies of Board of Directors 14 Biographies of Senior Management 18 An Assesment of The Cement Industry in 2012 20 Domestic Cement Facilities 24 Foreign Terminals 26 Cement Types 28 Ready Mixed Concrete Products 30 Ready Mixed And Concrete and Aggregate Operations 32 2012 Investments 34 Çimsa Sustainability Approach 36 Social Responsibility 38 Corporate Development and Human Resources 42 Annual Report 2012 59 Auditor’s Report 60 Consolidated Financial Statements and Report of Independent Auditors 140 Profit Distribution Table as of December 31st 2012 142 Addresses Agenda of the Ordinary General Assembly
The Agenda of the Ordinary General Assembly for ÇİMSA ÇİMENTO SANAYİ ve TİCARET A.Ş. to be held on March 27th 2013
Agenda:
1. Call to order and composition of the Administrative Board.
2. Authorization of the Administrative Board to approve the meeting minutes of the General Assembly.
3. Reading and Discussion of the 2012 Board of Directors’ Annual Report and the summaries of Audit Committee’s report and the Independent Auditor’s report.
4. Informing the General Assembly on donations and charities made within year 2012.
5. Determining the limits of donations the company will make regarding year 2013.
6. Informing the General Assembly regarding transactions done with related parties within year 2012.
7. Informing the General Assembly regarding indemnities, securities, liens given in favor of 3rd parties and obtained incomes or benefits within year 2012.
8. Reading, discussion and confirmation of the balance sheet and the profit/loss accounts of year 2012.
9. Acquaintance of the Members of the Board of Directors and the Audit Committee due to their year 2012 activities.
10. Determining the usage of 2012 profit, profit allocation and dividend share proportions.
11. Submission of the members elected to serve for the remainder of the activity year replacing the vacated positions of members of the General Assembly to the approval of the General Assembly.
2 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 12. Election and tenure determination of the auditor.
13. Approval of internal directive by the General Assembly on the working Principles and Procedures prepared by the Board of Directors.
14. Approval of the Amendment of the Company’s Articles of Association as in the attached Draft Amendment with regard to the Permit Obtained from the Capital Markets Board and from the Republic of Turkey’s Ministry of Customs and Trade.
15. Informing the General Assembly on transactions indicated on the 1.3.7 Numbered principle of the Capital Market Corporate Governance.
16. Authorization of the Chairman and the members of the Board of Directors to conduct procedures as set out in articles 395 and 396 of the Turkish Commercial Code.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 3 Our Vision To be the most valuable cement and concrete company in Turkey.
Our Mission To be a business partner to cement and concrete users at a global level.
Our Values Our values are those core qualities of our culture that carry us into the future: reliability, customer orientation and collaboration. We are a reliable and collaborative organization that has been working with its customers, employees, suppliers and business partners for a long time. We understand our customers’ needs and we are always increasing the value that we provide to our customers through the creation of new solutions to satisfy their needs.
4 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 MERSİN
ESKİŞEHİR
Çimsa is exactly KAYSERİ 40 years old with the excitement of
the first day! NİĞDE
AFYONKARAHİSAR
ANKARA
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 5 Corporate Profile Çimsa, creating value for all its shareholders and focusing on growth with profit, aims to maintain this in the future as well.
Milestones 2000 600 thousand ton capacity new white clinker line 1995 is put into use. With the addition of this facility 1988 Mill /packing Mersin became the largest facility in capacity under one roof 1972 Stepped into Kayseri were white cement plant in the ready-mixed Established acquired. world. In Mersin. concrete sector.
1975 1990 1996 2002 Started The World’s first Malatya packing First Calcium manufacturing customizable terminal is Aluminate Cement with 1 million ton / Grey/white clinker purchased. production in Turkey year capacity. production line is started. put into use. Spain - Sevilla terminal is built.
6 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Çimsa has been established in Mersin in 1972. Being a ready-mixed concrete manufacturer Clinker production capacity of Çimsa’s facilities in since 1988, Çimsa offers services in Adana, Mersin, Kayseri, Eskisehir and Niğde, which started Kahramanmaraş, Osmaniye, Mersin, Kayseri, its activities in 1975 with its first production facility Nevşehir, Karaman, Aksaray, Eskişehir, Kütahya, reached from 5 million tons to 5.5 million tons Bursa, Adapazarı, Bilecik, Konya and Denizli cities, and together with acquiring of 51% of the shares of its ready-mixed concrete sales have reach 2.7 million Afyon Çimento Sanayi T.A.Ş on 31.05.2012. Afyon cubic meters in 2012. Cement Factory has started production in 1957 and its Aiming to grow in aggregate line of work also, Çimsa production capacity is 460 thousand tons. is also active in this sector with its 5 aggregate Çimsa also reaches its customers through its cement facilities. grinding and packing facility in Ankara, Marmara Çimsa, being one of the first three brands in the world Route Port and Malatya cement packing facilities. in white cement field, is an international cement Celebrating its 40th establishment anniversary in 2012, manufacturer with its facilities located in Hamburg Çimsa is continuing its activities as a “40 years young” (Germany), Trieste (Italy), Seville (Spain), Alicante company. (Spain), Gazimağusa (TRNC), Constanta (Romania) and Novorossiysk (Russia). Çimsa, by manufacturing special cements such as white cement and Calcium Aluminate Cement and Çimsa, having its consolidated net sales reach 857.2 innovative concretes besides grey cement, is leading million TL in 2012, has acquired 115.3 million TL net the Turkish cement and ready-mixed concrete profits belonging to its main partnership interests. regarding innovation.
2011 2005 Spain Alicante Kayseri Plant clinker terminal was put line is put into use. into use from June Standard Çimento is onward. acquired (Eskişehir Hot Disc (Waste Cement Plant and 2009 Supply and Waste Ankara Cement 2007 Çimsa’s Energy Recovery) Grinding Facility). Took over Russia investment was Oysa Niğde terminal was competed in Plant. put into use. Eskisehir plant.
2006 2008 2010 2012 Terminal in Eskişehir’s second line In February 2010 60% of 51% of Afyon Cimento Northern Cyprus was put into use. With Medcon company, owner Sanayi ve T.A.S was was acquired. the acquisition of Bilecik of Trieste terminal, shares acquired from Italicementi ready-mixed concrete were acquired. Çimsa company on 31.05.2012. Romania facility, Süper Bims Cement sales office is Çimsa became the production started. On December 2012 established. largest producer in Denizli Üçler Ready-Mixed Turkey’s ready-mixed Concrete Facility and concrete sector in terms Aggregate operations of no. of facilities. were acquired.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 7 Message from the Chairman
Dear Business Partners In 2013, negative effects of political uncertainties in Middle Eastern and North African countries to export Global crises have caused a deceleration and markets are expected to continue although they will uncertainty for the future in the economies of developed decrease. countries, and growth rate of developing economies to stay in 2-3% rates. “40 Years Young” Çimsa aims Sustainable Growth 2012 has been a year Turkey’s economy was affected from developments in the world and growth has Celebrating its 40th Establishment anniversary in decelerated. Economic growth is expected to realize 2012, being a “40 Years Young “company, Çimsa, with in the rate of 3%. Parallel to economic growth, there its vision of “being Turkey’s most valuable cement is also deceleration in the construction sector. In the and concrete company”, continued to grow and create sector where double digit growth numbers occurred one value by acquiring 51% of the shares of Afyon Çimento after the other, with this soft decline trend growth by the Sanayi T.A.Ş. In addition, Çimsa, by acquiring Denizli end of 2012 is expected to stay in 1% rate. Üçler Ready-mixed Concrete Facility and Aggregate Operations actualized another step towards its aim of Cement Sector Continues to Grow sustainable growth.
Total cement consumption in 2012 is estimated to have Çimsa increased its consolidated turnover to 857.2 grown by 3% to be 3.7 billion tons. For 2013 as well, million TL by increasing it by 7% and its consolidated global cement demand is expected to show parallelism operating profit to 168.7 million TL by increasing it by to economic growth and show a growth between 4-5%. 5% in 2012 and took its place among the most profitable companies of cement sector. Turkey market cement consumption in 2012, by showing 2.8% growth, actualized as 58 million Possessing special products like white cement and tons*. In 2013, depending on various infrastructures, calcium aluminate cement besides grey cement, Çimsa residence and urban transformation projects, cement leads the Turkish cement and ready-mixed concrete consumption is expected to increase in the same rate as sector in innovation. It is known as indispensable economic growth. working partner of our customers on special products and their solutions. In 2012, capacity continued to remain above local demand and surplus capacity has been exported Çimsa is one of the first three most important brands in regardless of difficulties in foreign markets and the world in white cement field. Acting with its global uncertainties in Middle East and North Africa markets. player identity with its foreign terminals in the export field, Çimsa markets its products under its own brand in Total cement and clinker export of Turkey in 2012 more than 50 countries. actualized as 13.6 million tons. This amount is 6% below the total 2011 export amount.
*It is a company assumption using Turkish Cement Manufacturers’ Association data and adding estimated sales of non-member manufacturers.
8 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Calcium Aluminate Cement ISIDAÇ 40, on the other highest of the three degrees that can be obtained, “In hand, is the first and only calcium aluminate cement general in compliance with the standards” report has manufactured in Turkey. It is a special cement for been given as a result of the audit. tile, construction chemicals and precast sectors, and especially refractory industry. We are proud to announce to its investors, shareholders and public opinion that Çimsa, leaving 40 years full of Çimsa, with its Innovative and successes within Hacı Ömer Sabancı Holding body, is Environmentally Friendly Projects Continues moving forward emphatically in the path of its vision to Create Value of “being the most valuable cement and ready-mixed concrete company” with its transparent operation Çimsa continued its works toward sustainability in 2012. accepted by international authorities. First important results have also been obtained from renewable energy investments. Çimsa, being a “40 years young” company, will also continue to produce value for our shareholders, working With the electric production from waste gas investment partners and our country in 2013 with the projects it completed in Mersin Plant, 50% of the electricity will actualize in profitability and energy efficiency , by consumed in two lines of the plant is aimed to be showing outstanding performance on its innovative produced. At the same time, carbon emission of the works adding a different point of view to the sector. factory will decrease by 33.000 tons per year. I express our gratitude to all our shareholders who With the Hot Disc investment put in work in Eskişehir contributed to Çimsa’s leadership, strong market Plant in 2011, waste fuel usage rate of the plant in 2012 position and efficiency. increased by 21% per each related unit. Best regards, Sustainability Report in GRI B+ level has been published Mehmet Göçmen in December 2012. Chairman
In addition, Çimsa’s Misis, Kozan, İnegöl and Pamukova Ready-Mixed Concrete Facilities received Green Dot Environment Rewards in 2012. In “My Clean Turkey” competition organized by the Ministry of Environment and Urban Planning, Çimsa Kayseri Cement Plant was chosen as “Turkey’s Cleanest Industrial Facility”. Çimsa, with CEM IV 32.5 R grey cement manufactured in its Kayseri Plant, received (IBU) “Environment Friendly Product Certificate” from German Building and Environment Institute. Çimsa is the first cement company in Turkey that possesses the “Environmentally Friendly Product Certificate” given by evaluating product specifications and production processes.
The Internal Audit Activities being done in International Standards have been documented
Çimsa, breaking a new ground again, has been one of the few in the world and the first and only Cement Company in Turkey that documented its conducting Internal Audit activities conformed with International Standards. With its internal audit process being audited by Ernst&Young, one of the independent establishments accredited by International Internal Audit Institute, the
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 9 Board of Directors
4 6 5 3 7 2 1
Board of Directors 1- Mehmet Göçmen, Chairman 2- Mustafa Nedim Bozfakıoğlu, Vice President 3- Serra Sabancı, Member 4- Seyfettin Ata Köseoğlu, Member 5- Hasan Cihat Erbaşol, Independent Member (Since 24.04.2012) 6- Mehmet Kahya, Independent Member (Since 24.04.2012) 7- Mehmet Hacıkamiloğlu, General Manager
10 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Senior Management
5 4 3 6 1 7 2
Senior Management 1- Mehmet Hacıkamiloğlu, General Manager 2- Nevra Özhatay, Assistant General Manager (Financial Affairs) 3- Hüseyin Özkan, Assistant General Manager (Local Sales) 4-Tamer Denizci, Assistant General Manager (Supply Chain) 5- Şahap Sarıer, Assistant General Manager (Cement Production) 6- Mutlu Doğruöz, Assistant General Manager (Investment) (Until 01.06.2012) 7- Ülkü Özcan, Strategy and Marketing Manager
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 11 Board of Directors
Mehmet GÖÇMEN Serra SABANCI Chairman Member Born in 1957, Mehmet Göçmen, after Galatasaray High Born in 1975 in Adana, she completed her education in School and Middle East Technical University Industrial Portsmouth University and Istanbul Bilgi University’s Engineering education, has done a masters degree in Department of Economics where she graduated as Syracuse University in U.S.A. in Industrial Engineering first in her class. Worked in Temsa company, Serra and Operational Research. Starting his career in 1983 Sabancı, received training in Institute of Directors in in Çelik Halat ve Tel San. A.Ş. Göçmen served as the London on Company Acquisition and Board of Directors General Manager of Lafarge Ekmel Beton A..S. and Memberships. Serra Sabancı continues as Member of as the Vice President for Business Development and the Board of Directors in Sabancı Holding and various Foreign Affairs in Lafarge Turkey between 1996-2002. group companies, and as Member of the Board of Trustees in Sabancı Foundation. Since 18.12.2009 she He served as the General Manager at Akçansa from has been chosen as Member of the Board of Directors June 2003, he was appointed as the Head of Human of Çimsa Çimento Sanayi ve Ticaret A.Ş. Resources Group on 01.08.2008 and as Head of Sabancı Holding Cement Group on 20.07.2009. Since 15.09.2004 Levent DEMİRAĞ he has been chosen as Member of the Board of Member Directors of Çimsa Çimento Sanayi ve Ticaret A.Ş. (Until 24 April 2012) Born in 1959 in Erzurum, Levent Demirağ, graduated Mustafa Nedim BOZFAKIOĞLU from the Ankara University Faculty of Political Sciences Vice Chairman in 1980. He served as Financial Analyst in Ministry of Born in Tarsus in 1950, Nedim Bozfakıoğlu graduated Finance between 1980 and 1992. Having served since from Istanbul University School of Economics in 1972. 1994 in various positions in Hacı Ömer Sabancı A.Ş., He served as Finance Manager and Financial Affairs Levent Demirağ continues as the Head of Sabancı Assistant Manager at Lassa and Kordsa. Served as Holding Financial Affairs and Legal Department. Head of Budgeting, Accounting and Consolidation in Sabancı Holding, Bozfakıoğlu is still serving as General Secretary in Sabancı Holding. Since 26.04.2004 he has been chosen as Member of the Board of Directors of Çimsa Çimento Sanayi ve Ticaret A.Ş.
12 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Seyfettin Ata KÖSEOĞLU President and has been Member of the Sabancı Holding Member Planning and Steering Commission and Member of Born in 1960 in Akşehir, Ata Köseoğlu graduated the Board of Directors of Temsa, Toyotasa, Sasa and from Boğaziçi University Department of Mechanical Sapeksa. He has served as Carnaud Metalbox Executive Engineering. Later on, he completed his Electrical Director and Vice Chairman of Board of Directors, Engineering masters degree in Lehigh University, and Uzel Makine Chairman and Uzel Holding Executive received his M.B.A. from Boston University. Starting Committee Member and Paint Group Vice Chairman, his banking career in İktisat Bank, Köseoğlu, served Sarten Ambalaj Executive Committee Member, respectively in Finansbank, Bear Stearns, Societe Gierlings Velpor Vice Chairman of Board of Directors Generale Investment Bank, Credit Suisse First Boston and Assan Alüminyum Chairman. As the founder, he is Bank and BNP Baribas/TEB firms. On 01.07.2011 he conducting consultancy at Kronos Company on strategy, began to serve as the Head of Sabancı Holding Strategy restructuring, profit turnover, growth, purchasing and and Business Deveopment Group. Since 15.08.2011 he integration processes. He is in Board of Directors has been chosen as Member of the Board of Directors of Yaşar Holding, Altınyunus, DYO, Viking Kâğıt as of Çimsa Çimento Sanayi ve Ticaret A.Ş. independent Member; and is also in Yaşar Holding Head of Risk and Audit Committee, Viko and Kalibre Boru Hasan Cihat ERBAŞOL companies Administrative and Executive Councils. Independent Member Since 24.04.2012 he has been chosen as Member of the He was born in 1944 in Istanbul. Graduating from Board of Directors of Çimsa Çimento Sanayi ve Ticaret Darüşşafaka Private High school in 1962, Erbaşol A.Ş. finished Washingtonpark High School - Racine / Wisconsin school in 1963, and Istanbul University Law Mehmet HACIKAMİLOĞLU School in 1967. Starting his career as an attorney General Manager in Marshall Boya Sanayii, Erbaşol, served as legal After earning a bachelor’s degree in Civil Engineering advisor in Man Kamyon Sanayii and as the Head of the from Boğaziçi University, Mehmet Hacıkamiloğlu completed the International Business Specialization Legal Department of Kordsa - Lassa (Brisa) - Beksa Program at Istanbul University and the Executive-MBA companies within the Sabancı Holding body and of program at Sabancı University. Mr. Hacıkamiloğlu then Sabancı Holding. Working as freelance since 2000, he joined Sabancı as the Facility Manager of Betonsa, does legal counseling. Since 24.04.2012 he has been moving on to become a company’s Investment chosen as Member of the Board of Directors of Çimsa and Planning Specialist. From 1997 to 1999, Mr. Çimento Sanayi ve Ticaret A.Ş. Hacıkamiloğlu was Akçansa’s Strategy Development and Planning Manager and Agregasa’s Company Mehmet KAHYA Manager from 1999 to 2001. After a further two Independent Member years as Akçansa’s Financial Coordinator, he joined He received Chemical Engineering and Economy Çimsa as the Assistant General Manager for Financial and Administrative Affairs. He was appointed as degrees in Yale University; Finance, Marketing and General Manager at Çimsa on June 1, 2006. Mehmet Operational Research M.B.A. degrees in Kellogg Hacıkamiloğlu still serves as Çimsa’s General Manager. Graduate School of Management. He served as Chief of Management Services at Sasa, as President at MKM International and Sibernetik. Respectively, he served as Vice President at Sabancı Group Automotive Group, as Temsa Vice President and President, as Toyotasa Vice
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 13 Senior Management
Mehmet HACIKAMİLOĞLU Tamer DENİZCİ General Manager Assistant General Manager, Supply Chain Please refer to page 13 for a brief resume. Graduated from Istanbul Technical University Department of Industrial Engineering, Tamer Denizci Nevra ÖZHATAY began his career at Dusa Endüstriyel Sanayi as Financial Assistant General Manager, Financial Affairs Affairs Supervisor. After 4 years of experience in Dusa, After completing her MBA at Exeter University in he worked at Yes International A.Ş. between 1992 and the UK, following a bachelor’s degree in Business 1994 as Financial and Administrative Affairs Manager. Administration from Boğaziçi University, Nevra Özhatay After his Financial Affairs Manager position at Lafarge began to work at Sabancı Holding Cement Group Beton A.S., where he started in 1994, he worked as in 1994 as a Financial Specialist and a Talnet Pool Export and Sales Director at Lafarge Aslan Çimento. candidate Ms. Özhatay, being Management Support Starting to work at Çimsa in 2006 as Financial Affairs Manager at Akçansa in 1996, has been appointed as Assistant General Manager, Mr. Denizci is still holding Strategy and Business Development Expert in 1998, the position of Assistant General Manager responsible Planning and Control Manager in 2000, Strategy and for Supply Chain. Business Development Manager in 2004 and from year 2008 onwards Logistics, Strategy and Business Şahap SARIER Development Director. Since 01.01.2009, Ms. Özhatay Assistant General Manager, Cement has been working as the Financial Affairs Assistant Production General Manager at Çimsa. Şahap Sarıer began his career in 1995 as a Field Engineer at Betonsa after completing his Civil Hüseyin ÖZKAN Engineering education at Dokuz Eylül University. Assistant General Manager, Domestic Sales Continuing from 1995 to 1997 as Betonsa’s Operating A graduate of METU’s Economics Department, in Supervisor, Mr. Sarıer worked as the Regional Manager 1983, Hüseyin Özkan started his career as a Marketing of Akçansa Ready-Mixed Concrete from 1998 to 2004. Supervisor at Exsa Export A.Ş. In 1986 he joined Çimsa In addition, he received Executive MBA education at Çimento as the Internal and External Trade Supervisor, Sabancı University between 2000-2001. For the next being promoted to the position of Sales and Marketing two years he was Karçimsa A.Ş.’s Operations Manager. Manager. Since 1999 he has been the company’s In 2006 Mr. Sarıer became Assistant General Manager Assistant General Manager for Marketing and Sales. Responsible for Ready-Mixed Cement at Çimsa, and He was appointed as the Assistant General Manager was appointed as the Assistant General Manager Responsible for Domestic Sales on 01.01. 2011 Responsible for Cement Production as of 01.01. 2011.
14 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Ayfer GÜREŞ Ülkü ÖZCAN Assistant General Manager, Corporate Strategy and Marketing Manager Development and Human Resources After graduating from Galatasaray High School (Untill 31.12.2012) and Marmara University’s Department of Business Ayfer Güreş holds a bachelor’s degree in Psychological Administration (English), Ülkü Özcan began her career Counseling and Guidance from Boğaziçi University and at Lafarge Turkey in 1999. Respectively she served as a master’s degree in Organizational Psychology from a Strategic Planning Expert (1999 – 2003), as Strategy Columbia University. Starting her career at Mudo A.S. and Business Development Manager (2003 – 2005), and as a Human Resources Specialist, after completing her Marketing Project Manager (2005- 2007). Since January post graduate education, in 1994 started working as 2010 serving as Strategy and Business Development a specialist in Sabancı Holding. Continuing her career Manager at Çimsa, began to work as Strategy and between 1997 and 2007, at Sabancı Holding as Human Marketing Manager since 2011. Resources Manager, she started to work in 2007 at Çimsa Çimento as a Corporate Development and Human Resources Manager. Served as the Assistant General Manager in charge of Corporate Development and Human Resources until the end of 2012.
Mutlu DOĞRUÖZ Assistant General Manager, Investment (Until 01.06.2012) An electrical engineering graduate from Boğaziçi University, Mutlu Doğruöz began his career in 1983 as an Electronics Supervisor at Enka Teknik where, for five years, he was in charge of the maintenance and operations of their automation systems. In 1989 he was appointed Deputy Project Manager at Saudi Services Group. Following four years of experience there he joined Çimes Elektronik Sanayi. At Çimes, Mr. Doğruöz served as the Company Manager, the Assistant General Manager and the General Manager respectively. Joining Çimsa Çimento as the company’s Investment Manager in 2006, Mutlu Dogruöz was appointed as Assistant General Manager responsible for investments on 01.06.2007. Since 01.06.2012 he has been appointed as the General Manager of Afyon Çimento Sanayi T.A.Ş.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 15 Çimsa, working to improve Turkey’s standard of living for 40 years.
16 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 17 An Assessment of the Cement Industry in 2012
In 2012, cement production actualized in the level of 69 million tons, and cement consumption actualized in the level of 58 million tons.
While demand for cement in the world in general In Turkish Cement sector 48 integrated plants, 19 has been in low levels in developed countries, it has grinding and packing plants totaling 67 plants are active. increased considerably in developing countries. In 2012, while cement consumption in developed countries Cement production in 2012 in Turkey actualized in shrank by 6%, it increased by 3% in developing the level of 69 million* tons and cement consumption countries (except China and India). Global Cement actualized in the level of 58 million* tons. Capacity players have been affected by the recession in the exceeding the local demand has been exported. developed markets, political developments in the Middle However, especially the civil war in Syria, social and East and North Africa and increase in energy prices and political disturbances in the Middle East and North thus no improvement took place in their profit margins. Africa region causes Turkey’s cement and clinker export to go down in 2012. Total cement and clinker export in In 2012, while the cement sector shrank in Northern 2012 actualized as 14 million tons by decreasing by 6% Europe by 6%, Southern Europe by 21%, it recorded compared to 2011. growth in Central Asia by 3%, Middle East by 3%, Eastern Europe by 2%, Africa by 6%, Latin America by Cement sector, while continuing to grow, being aware of 5%. North America, by showing 9% growth, became its environmental responsibilities, has aimed to obtain the most growing region. an effective role regarding expansion of sustainable growth. Sustainable development especially within Rapid increase in the construction sector in Turkey in the frame of European Union compliance regulations 2011 increased the sector’s demand and the sector has been the prominent subject in 2012 just as it retained its current status in 2012. Construction sector, was in 2011. With the aim to decrease energy costs according to cumulative results of 2012 third quarter, and percentage of carbon dioxide released into the has recorded 1% growth compared to previous year. atmosphere, use of waste fuels, alternative raw materials, waste water discharges and prevention of Turkey, being the leader in Europe on cement soil pollution indicate as the most important subjects. production, is on 4th place in the world after China, India and U.S.A.
*It is a company assumption using Turkish Cement Manufacturers’ Association data and adding estimated sales of non-member manufacturers.
18 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 19 Domestic Cement Facilities
Çimsa sustains its domestic activities with its 5 integrated plants in Mersin, Eskişehir, Kayseri, Niğde and Afyonkarahisar, 1 grinding plant in Ankara, Marmara Route Harbor, Cement Packing plant and Malatya Cement Packing Plant.
Mersin Plant Çimsa, in its Mersin Plant, aims to compensate 50% of In Mersin Plant grey clinker/cement, white clinker/ the electricity used in these two lines transforming the cement, calcium aluminate clinker/cement production waste gas from 1st and 2nd production lines with the is done with 4 production lines. Grey clinker production “Electricity Production from Waste Gas Project” put into capacity is 1.250 thousand tons/year, white clinker work in April of 2012. In addition, contribution is done to production capacity is 1.100 thousand tons/year and the environment with less carbon oscillation. calcium aluminate clinker production capacity is 30 thousand tons/year. Hacı Sabancı White Cement Production Plant (Third plant production line) taken into operation in December Plant’s first production line which started production in 1999 has a rotary furnace in 3.75 m diameter and 57 1975 has a rotary furnace without calcinations in 5.25 m length that has 2.000 tons/day production capacity. m diameter and 83 m long. In 1983, to save on fuel Plant consists of one raw materials mill that has costs, it has been modernized by adding coal grinding crusher and pre-homogenization facility, one coal mill, and burning systems. There are two crushers, one one raw meal bin, rotary furnace and clinker stock hall. pre-homogenization unit, two raw material ball mills, two raw meal bin and two closed clinker stock halls in Calcium Aluminate Cement Production Facility the plant. was built with a furnace having clinker production capacity of 2 tons/hour, one cement mill having a 5 With the modernization work completed in the first tons/hour crushing capacity and a packaging unit. quarter of 2010, FLS SF-Cooler type cooling system By adding a second furnace with 2 tons/hour clinker with grid was built after changing the existing planet capacity in 2007, the facility’s production capacity has type clinker cooling system. With this investment, its been increased. With the packaging unit built in 2009, capacity reached 3.700 tons/day and the necessary the products are offered to customers with 25 kg bags, heating consumption for clinker production decreased. with pallets and with 1.5 tons big bags.
Rotary kiln with 3,6m diameter, 49m length in the Paper Bag Facility second plant production line that can produce both grey In 2012, 9.4 million pieces of paper bags were produced and white clinker was put into work on December 1989. in Mersin Plant and used in Mersin, Kayseri, Niğde, Plant consists of a raw material mill that has crushers Eskişehir and Ankara Plant. and pre-homogenization system, one coal mill, two raw meal bins, rotary furnace and a clinker stock hall. Kayseri Plant Çimsa Kayseri Plant was built by Akçimento, one of Production capacity of this plant that has ability to Sabancı Holding companies, in 1992 with 1.6 million produce both grey and white clinker according to sales tons cement grinding and packing capacity and was demand is; 1,845 tons/day grey clinker, 1.470 tons/day acquired by Çimsa in 1995. In 2005, to increase white clinker. the cement grinding capacity and decrease energy
20 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 consumption, pre-crusher system was built for the Eskişehir Plant was turned over from Saving Deposit cement mill. With the aim to transform the current Insurance Fund to Çimsa Çimento Sanayi ve Ticaret A.S. facility into a integrated cement plant, in the plant on 27 December 2005. where the foundations of clinker production line was made in October 9, 2004, as the construction, assembly Following the acquisition of the plant by Çimsa in May and implementation works completed, firs clinker 2007, the first production line had a dynamic separator production actualized on December 26, 2005. added to its raw material mill, the current clinker cooler was replaced, the rotary kilns’ burning systems, dosage In the facility where the latest technology is used, systems and its new electro filter units were renewed. ILC type low NOx emission pre calcination system as As a result of these investments, a clinker production the main unit, pre warmer with five level cyclone and capacity of 1,750 tonnes/day was achieved. A new rotary furnace with 55 m length and 3.6 m diameter are closed circuit cement mill with a capacity of 85 tons/ located. In the plant with clinker capacity of 2.500 tons/ hour was also put into work. day, there are also one raw material crusher, clay and lime stone pre homogenization facility, one coal ball On September 2007, a completely new coal vertical mill, one vertical raw meal mill, and tow cement ball mill system was commissioned. This could serve both mills. production lines and has a capacity of 40 tons/hour. The old coal systems were deactivated. As a successful result of Çimsa’s understanding of respect to the environment and sustainability, On January 2008, a completely new second production Çimsa Kayseri Plant was chosen as Turkey’s cleanest line was commissioned. This line had a similar structure industrial establishment in 2012 during the “My Clean to that of the current Kayseri plant, a capacity of 2,300 Turkey” activities done within the scope of June 5 World tons/day, bringing the plant’s total production capacity Environment Day and was rewarded with Environment to 4,050 tons/day. Award. The Eskişehir Cement Plant became a modern Eskişehir Plant production facility following the installation of Eskişehir Cement Plant has been put into work in 1957 its raw material crusher and a raw material pre With 3.6 m diameter, 125 m long wet furnace with homogenization system which were both installed 150 thousand tons/year capacity and continued its in January 2008, at the same time as the second production until 1987. The current first production line production line. The plant’s cement silos were installed was put into work in 1976 with three level pre warmer in 2009. The plant also features three ball cement mills and dry system furnace with 3,6 m diameter and 52 used for production of the final cement product. m length with a 275 thousand tons/year capacity and reached 425 thousand tons/year level.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 21 Domestic Cement Facilities
It is Çimsa’s goal to become one of Turkey’s leading After it was acquired by Çimsa, many production and waste disposal companies. The Hotdisc Project (Waste energy efficiency improvements were made at the Supply and Waste Energy Recovery) was carried out Niğde Cement Plant and it has currently reached a at the Eskişehir Plant as part of this plan. The Hotdisc clinker production capacity of 1,380 tons/day. Project will control, both, the kilns’ processes and its overall product quality, in addition to generating from In addition to the rotary furnace with its four-stage waste 30% of its total calorific consumption. pre-heater and grate cooler, a diameter of 3.8 m and a length of 52 m, the plant has one production line Niğde Plant Established in 1957, the Niğde Cement Plant started and one hammer crusher, one ball raw meal mill, a production in 1964 following the completion of its vertical coal mill and a cement mill with a single roller production line. At the time it was a wet system with a press grinding system. capacity of 85,000 tons/year. Afyon Plant The plant’s total production capacity was increased to Afyon Cement Plant, began production in 1957 by 350,000 tonnes/year after the its second production engaging 2,8 m diameter and 69,5 m long wet system line, a dry system, was put into work, on September 2, furnace with 85 thousand tons capacity. In 1965, by 1976. Over the following years, the wet system clinker turning the furnace into a semi-wet system, clinker line was shut down because it had reached the end of production increased to 160 thousand tons. its economic and technological life, while production continued using the dry system’s rotary furnace. The 2nd furnace, again built as semi-wet system, with 3.6 m diameter, 53.5 m long was engaged in 1966 and After the privatization of the plant, the kilns’ capacity the production capacity of the plant increased to 400 of 850 tons/day was increased to 1,240 tons/ day thousand tons. In the facility with the capacity reaching following investments made during 1993 including 460 thousand tons today with improvement done in the replacement of the rotary furnace unit’s cyclone, different dates, there are 2 hammer crushers, 2 ball raw a modernization of its transport, cooling and burning meal mills, 2 ball coal mills and 3 ball cement mills. systems, and the replacement of its exhaust gas fan and its electro-filter. 51% of its shares bought by Çimsa on 31 May 2012, Afyon Çimento Sanayi Türk Anonim Şirketi, are Pursuant to the Competition Authority’s ruling regarding continuing its activities as one of Çimsa participants. the termination of the “Sabancı and Oyak” partnership, the Oysa Niğde Cement Plant was renamed to “the Ankara Cement Grinding and Packing Facility Ankara Çimsa Çimento San. ve Tic. A.Ş. Niğde Cement Plant” as Lalahan Cement Grinding and Packing facility was of November the 1st, 2007, continuing production under construction began in January 2001 and was put to this name. work on July 2002. In 2005 it was added to Çimsa group together with Eskişehir Cement Plant.
22 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Not having a rotary kiln, the clinkers provided by Super White Cement is sent from Mersin in bulk and Çimsa’s other Plants are grinded in Ankara Plant and stored in facility’s 5,000 tons capacity horizontal silo. turned into cement and sold. White cement is sold both in bulk and in packages from the Marmara Facility. In Ankara Cement Grinding and Packing facility, besides 85 hour capacity cement mill, there is one raw material Malatya Cement Packing Facility crusher, two cement bins and a packing unit. Established in 1996 near the Malatya Battalgazi Train Station, the Malatya Cement Packing Facility has a Marmara Rota Port Cement Packing Facility processing and packing capacity of 60,000 tons/year. Located at the Kocaeli Yarımca Gulf Rota Port, the At the facility there are three cement silos with a total Marmara Facility has been leased by Çimsa in June capacity of 900 tons. Cement is sold here both packaged 2008. 2012 Production Numbers It has an installed silo and in bulk. capacity of 5,000 tons, and a bagged and bulk cement packing/loading capacity of 100 tons/hour. Çimsa
2012 Production Numbers
Clinker Production Cement Production
Grey Clinker 4.283.798 ton Grey Cement 5.132.610 ton White Clinker 895.923 ton White Cement 902.293 ton ISIDAÇ - 40 Clinker 28.792 ton ISIDAÇ - 40 28.371 ton Sulphate Resistant Clinker 24.950 ton SDÇ Cement 20.082 ton Total 5.233.463 ton Total 6.083.356 ton
2012 Rotary Kiln Capacity Usages
Mersin Rotary Kiln I 82% Mersin Rotary Kiln II 90% Mersin Rotary Kiln III 92% Kayseri Rotary Kiln 93% Eskişehir Rotary Kiln I 85% Eskişehir Rotary Kiln II 95% Niğde Rotary Kiln 99% Afyon Rotary Kiln I 47% Afyon Rotary Kiln II 85%
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 23 Foreign Terminals
Çimsa, one of the first three brands in the world in white cement field, is an international cement manufacturer with its terminals in; Hamburg (Germany), Trieste (Italy), Seville (Spain), Alicante (Spain), Famagusta (TRNC), Constanta, (Romania) and Novorossiysk (Russia).
Cimsa Cement Sales North GmbH (Germany) Terminal makes it possible to reach the Italian market Built from 50% each partnership of German CTN which is Europe’s third largest white cement consumer GmbH and Çimsa, CSN is conducting white cement after Spain and France, with Çimsa brand. The terminal, and ISIDAC 40 marketing activities in Germany with its with its advantageous location, is in a position to not 7,500 ton capacity bulk cement silo and is marketing only sell to Northern Italy, but alto to developing Bosnia- white cement in bulk to Germany, France and Benelux Herzegovina, Slovenia and Croatia, developed South countries. Eastern Germany and Austria.
Company, in addition, is given service to the market with Terminal is suitable to store and pack both white and a sales office in Hamburg and an administrative office in grey cement. In addition, it also procures ISIDAÇ 40 Emden. SIDAÇ 40 sale is also done from the terminal. cement. ISIDAÇ 40 is transported from Turkey with bags. Cimsa Cementos Espana S.A.U. (Spain) German white cement market, together with the Çimsa, with its terminal located in Seville since 1996, Spanish market is one of Europe’s most important is reaching directly to Spanish white cement consumer markets. Conducting sales through the terminal and this way it is increasing marketing effectiveness of since 2000 to the market, Çimsa reaches directly to its cement. White cement, produced in Mersin Cement customers in this market with its own brand. Plant comes to Seville Port by vessels in bulk. With the help of cement trailers, they are transported from here Cimsa Adriatico S.R.L (Italy) to two 5.000 ton silos Çimsa Cementos owns. Besides the 125 tons/day capacity packing facility, there is also a Çimsa, by acquiring majority shares of Medcon facility producing cement mixed floor covering material Company on February 9, 2010, became the majority in the terminal. owner of 4 units of 5.000 tons silos at the Trieste Port. Company title was changed to Çimsa Adriatico SRL on Çimsa Cementos Seville is marketing Çimsa white April 26, 2010. cement to Madrid, Cordoba and Granada markets since 1996.
24 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 ISIDAÇ 40 (Calcium Aluminate Cement), on the other For customers who want cement in bags, Çimsa hand, is transported from Turkey in bags and is again imports cement in bags from Mersin and sells them. being sold from the terminal. Cimsarom Marketing Distributie S.R.L. With the aim to increase the focus to Spanish consumer (Romania) who is Europe’s most important ten most sophisticated In order to serve the Romanian market which is white cement market, Çimsa Alicante terminal with its rapidly developing after joining the European Union, construction completed, is put to use since June 2011. company established in Constanta is marketing Çimsa white cement and ISIDAC 40 to mainly Romania and Alicante terminal, active since 2011, addresses to surrounding markets. Europe’s most important white cement consumer, the Spanish market. There is 1 silo with 10.000 ton capacity Cimsa - Rus Cement Trading Company Limited and 1 packing facility in the terminal. (Russia)
Çimsa Cement Free Zone Ltd. (TRNC) Çimsa, in order to meet the demands in rapidly growing Russia decided to build a terminal in Novorossiysk in Çimsa, Turkish Republic of Northern Cyprus (KKTC), is 2008 and establishment procedures of ÇİMSA –RUS giving service to the market since 2005 with a terminal CTK titled company’s completed by July 2008. having 5,000 tons grey cement storage capacity. 7.000 tons silo capacity white cement packing facility, Grey cement produced by Çimsa in Mersin Cement active since 2008, is meeting the demands of customers Plant is transported to Cyprus Famagusta Port from in the Russian market. In this market, suitable also for Mersin Port and is pressed in Çimsa Cement Free Zone special product customers, ISIDAÇ 40 product is highly silos from the ships by re-claimers. Sales from silos demanded as well. are done in bulk according to demand in the market.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 25 Cement Products
Çimsa, with its innovative approach brought by its 40 years of experience and technologic infrastructure is offering special products and applications geared towards its customers’ needs.
Standard Products Pozzolanic Cement Çimsa is producing mixed and pure Portland cements in CEM IV / B (P) 32.5 R pozzolanic cement produced compliance with TS EN 197-1 standards, with resistance according to TS EN 197-1 standards is preferred in class 32.5 & 42.5, with early and normal resistance. All applications such as plastering, cement finish and produced cements are CE certified and are offered for grouts. sale as bulk, big bag, and sling bag and with bags. Sulfate Resistant Portland Cement Portland Cement CEM I SR 5 42,5 R sulfate resistant Portland cement CEM I 42.5 R Portland cement produced according to produced according to TS EN 197-1 standards can be TS EN 197-1 standards ensures high early and final used in environments faced with high sulfate such as endurance. Suitable for general use, it can be used in sea water, sewage. cases where early mold needs to be taken, especially Çimsa Super Bims Cement in prefabricate applications. It is a product preferred in CEM II / A-L 42.5 R Çimsa Super Bims cement concrete casting in cold weather. produced according to TS EN 197-1 standards are Portland Composite Cement Portland cement with limestone type and is especially CEM II / B-M (V- L) 42.5 R Portland composite cement designed for bims manufacturers. It ensures high produced according to TS EN 197-1 standards is performance in taping and transportation with early suitable for general use since its firs resistance is high. wall socket extraction, early high endurance and low It is preferred in concrete casting in hot weather. It can curing durations. be applied on industrial grounds containing mid degree Blast Furnace Slag Cement sulfate. It can also be used in buildings where Alkali CEM III / A 32.5 R cement produced according to TS aggregate reaction risk is high.
26 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 EN 197-1 standards, with its low heat of hydration, is Ecowhite suitable for use especially in production of big building Ecowhite, taking place in CEM II / B-L 42,5R Portland materials and concrete casting in high temperatures. lime stone cement class, produced according to TS EN It is preferred in plaster, cement finish and grout 197-1 standards, finds vast usage possibilities in tiling, productions. building chemicals and precast fields. It is Turkey’s whitest cement (min. 86.5% whiteness). Special Products White cement and calcium aluminate cement are found Calcium Aluminate Cement – ISIDAÇ 40 in the specific products portfolio produced for specific TS EN 14647 standards, is used in ISIDAC 40, refractor, needs. building chemicals and precast fields.
Çimsa Super White Cement In Turkey it is only being produced by Çimsa and is in Çimsa Super White Cement which is CEM I 52,5 R special cement classification. With its 6 and 24 hour white Portland cement produced according to EN 197-1 high endurance values, it possesses much higher standards is used in building chemicals, tile production, resistance than Portland cement. Its thermal resistance pre-casting (prestressed sleeper and concrete and sulfate endurance is very high. applications) sectors.
Produced in Turkey for the first time by Çimsa, ensures aesthetics and high endurance with minimum 85% whiteness it possesses.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 27 Ready Mixed Products
Çimsa, by carefully following technological and scientific developments in ready-mixed concrete sector, continues to develop innovative products and to offer specific solutions that answer different needs of its customers.
Standard Product Drabeton, with the help of dramix steel fibre reinforced Çimsa, besides its specific products, by producing high in it, without a need for additional fittings, is offered endurance concrete (C50-C200) and, all concretes to the market as a concrete that has high resistance determined by TSE standards, continues its activities against pulling and stretching resistances, has as a company that emphasizes customer satisfaction, durability. sustainable improvement and quality. Deko Concrete Special Products (Decorative Colored Imprinted Concrete) Deko Concrete, known as Textured Decorative Concrete, Visko Concrete is a floor covering material that can easily be used on (Self-Compacting Concerete interior and exterior areas. Obtaining the surface image Visko Concrete is a product having much superiority the customer wants directly from the concrete, at the when compared to a regular concrete that “Self- same time aging of the concrete are specifics of this Compacting Concerete”. Visko Concrete, despite concrete type. its liquidity, will spread itself without decomposing and without a need to tighten it with a vibrator, by İzoşap rapidly moving between dense fittings, it will ensure a (Ready Lightweight Screed) smoothes and full surface. İzoschappe is a product with high amount of drifted air and with low density due to special chemical additives Drabeton in it. This way, it contributes to heat insulation. Besides (Concrete With Dramix ad Fiber) these specifications, it is a new product that can be It is a product offering complete solution on floor easily pumped and is user friendly. concretes with fittings. Drabeton; • is a composite material, • is flexible, • is ductile, • has high load endurance features.
28 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Uyubet (Sleeping Concrete) Sleeping Concrete, is a special product of Çimsa, which does not sacrifice its quality for any reason, produced for critical building elements, used on long distance concretes, in hot weathers, on important buildings where hydration in the concrete is demanded ( mass concrete), slow concrete flows due to building type, on productions where surface finishing takes a long time.
Loss of consistency, when compared to regular concrete is much slower; it can ensure easier usage in high temperatures. Concrete surface finishing operations can be done much easier. Sleeping Concrete, in many subjects like these is a solution partner to customer needs.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 29 Ready Mixed Concrete and Aggregate Activities
Çimsa, with healthy and safe works it continues to sustain in ready-mixed concrete field, has received many rewards in 2012.
Çimsa Ready-mixed Concrete started production in In 2010, formed to be a separate field, Çimsa Agregate 1988 with its Zeytinli Ready-Mixed facility in Adana. work field with 2 active facilities is conducting its sales Çimsa has a wide distribution network with its total through Mersin, Tarsus, Eskişehir, İnegöl, Kayseri and of 38 ready-mixed concrete facilities active in Adana, Denizli with the certifications being provided by Çimsa. Mersin, Kayseri, Osmaniye, Kahramanmaraş, Nevşehir, Aggregate sales done from these 5 facilities in 2012 was Aksaray, Karaman, Bilecik, Adapazarı, Bursa, Eskişehir, 2.4 million tons. In 2012, roofs of crushing, eliminating Kütahya, Konya and Denizli cities. facilities in İnegöl, Tarsus, Mersin facilities have been completed. Çimsa aggregate facilities are at a point Following technological and scientific development to serve as a model the sector with its environmental carefully, the company offers new development to investments, outer appearance and the possibilities it its customers as new products, new machinery and possesses. service. In the facility where 125 people who are experts in their fields work, total of 300 trans-mixers, 73 As a result of “4th Green Spot Environment Rewards mobile and 5 immobile pumps are used. Competition” arranged by Turkish Ready-mixed Concrete Association to encourage production in compliance With the “Central Transportation Project” started at with the nature and the urban environment in the ready Çimsa in 2010 and continuing its expansion also in mixed concrete sector, four ready mixed concrete 2012, by putting forth the value added service quality to facilities of Çimsa; Pamukova, Kozan, Misis and İnegöl its ready-mixed concrete customers, Çimsa is aiming have been given “Green Spat Environment Rewards”. to make sure on time deliveries and thus to increase In addition, Pamukova ready mixed concrete facility, customer satisfaction and loyalty . by obtaining the right to receive “The International Representative Reward”, has been rewarded by the Beginning t o change production software in all its European Ready mixed Concrete Organization (ERMCO) facilities, Çimsa, is able to conduct all kinds of data as Turkey’s representative. flow from the field to headquarters automatically. It is moving forward on the road to be the first company in Sustainable work health and safety works in ready Turkey to use its own production software in its facilities. mixed concrete continued in 2012 as well. Within the Çimsa, while meeting the needs of its customers in scope of “green and Safe Facility Project” done in 2012, towns from its built facilities, it finds solutions to project all the ready mixed concrete facilities have been audited needs in harsh conditions either with its mobile facilities in total of 90 times under the subjects of “Work safety”, or through its working partners. “Traffic”, “Environment” and “Construction Site”. As a result of these audits, Misis facility received number one Most prominent projects served with the 10 project reward in 2012 and obtained the right to carry the “Green facilities continuing in 2012 are; Ankara - İstanbul Fast and Safe Facility” flag for one year. Train Project part two, Inönü - Köseköy Line, Enerjisa Sarıgüzel and Kandil Hydroelectricity Power Plant and Enerjisa Tufanbeyli Thermal Power Plant projects.
30 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 31 2012 Investments
Çimsa’s investments, in the matter of moving towards a sustainable future with confident steps, are continuing in 2012.
Cement and ready-mixed sector’s leading and Investments done in 2012 can be summarized as innovative establishment, Çimsa, is focused on below: “Electricity Production from Waste Gas Project” sustainable growth by maintaining its profitability. which’s investment started in 2011, has been put to Solidifying its leadership in the sector by its performed work in April 2012 and electricity production started. investments, Çimsa, while doing this, is carrying Total investment value of the project is 22.5 million US the benchmark to a higher place all the time in Dollars. The aim with this project is to produce 50% sustainability and in the fields of environment and work of the used electricity in 1st and 2nd facility production safety. lines from waste gases that come out of these two lines. Expectation is for this project to reduce the By focusing to grow in the long run by creating value, carbon dioxide oscillation by 33.000 tons/year. Çimsa aims to integrate sustainability principles to its business model. In 2012, modernization and renewal The Hot Disc (Waste Feed and Waste Energy Regain) investments in Turkey have been made, keeping Project which will ensure meeting 30% of the fuel sustainability investments as priority. need of the Eskişehir 2nd production facility has been completed in January 2012. Investment cost of the In 2012, total of 38.6 million U.S. Dollar investment project is 7.7 million US Dollars. The aim with this expenses have been made. 21.2 million of this amounts project is reduction of fossil fuel consumption to is related to sustainability an environmental matters. decrease by 30% in the 2nd production facility and Main projects put to work in 2012 are: Electricity elimination of the wastes in the most appropriate way. production from waste gas facility in the 1st and 2nd production lines in Mersin, Hot Disc Project (Waste 5.4 million US Dollars have been spent again in Feed and Waste Energy Regain) which is an alternative Eskişehir Plant within 2012 for new entrance buildings fuel burning system and Refuse Derived Fuel (RDF) and Concrete Road Projects. 1.8 km long Concrete Road preparation facility in Eskisehir 2nd product line, Project is one of the firsts done in Turkey in this field. transforming of the raw meal/furnace electro-filters Due to reasons like structural Life span of concrete to filters with bags in Kayseri, and Eskisehir Plant roads being longer than asphalt, maintenance expenses Concrete Road Project: In addition, adding of dust free being low, not including any petroleum by products, systems to the existing ones in the plants projects are being more resistant against seasonal conditions, also continuing.
32 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 In addition, landscaping silo filter automation and work health and safety investments have been done.
At the top of the list of investments done in aggregate load carrying strength being high, and not harming the field is the new Sucular crushing eliminating facility, environment, aim is to make the Concrete Road Project completed in 2012. Solid, liquid waste gathering and a model project. storing areas have been made form Sucular, Sığırlıdağ, İnegöl, Süpren facilities. Tavas facility in Denizli has been Also in Kayseri Plant, within the scope of sustainability acquired. In addition, environmental arrangement and and environment investments, the transformation from work safety investments have been done. raw meal/kiln electro filters to filters with bags has been conducted in 2012.
In 2012 primary investments done in Ready-mixed concrete field are building of; Kayseri (Başakpınar), Eskişehir and Adana (İncirlik) ready-mixed concrete facilities. In addition, in Tece and Silifke facilities in Mersin, Kozan facility in Adana, Nevşehir facility, Ereğli and Karaman facilities in Konya, Pamukova ready- mixed concrete facilities movement from dry system to wet system have been accomplished.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 33 Çimsa Sustainability Approach
Çimsa lead the way by continuing its activities within the scope of Sustainable Development and continuous improvement, by releasing a B+Sustainability Report in 2012.
Internal Audit Activities Compliance Certificate International Institute of Internal Auditors-IAA has certified that the internal audit activities conducted at Çimsa are done in compliance with international standards. Çimsa, with its internal audit process being audited by Ernst&Young which is an independent institution accredited by IIA, after the inspection received the highest of the three degrees that can be obtained which is “in general in compliance with the standards” in its report and became of the few cement company in the world and the only cement company in Turkey that earned the right to document this.
Alternative Fuel and Raw Material Usage B+ Sustainability Report Çimsa, in the cement sector where energy and raw Çimsa’s environment policy is to continuously improve material usage is extensive, supports sustainable its environmental performance, to make sustainable development by using natural resources in the most contributions to its activities and to the society. Çimsa efficient way. With this aim, it pays importance to bases its activities on sustainable development and increasing alternative fuel and alternative raw material continuous improvement principles. With sustainability consumption by decreasing the use of fossil fuels. In understanding, Çimsa, while posting the B level report order to reach this aim, in 2011, the Hot Disc Waste it prepared in 2010 according to GRI (Global Reporting Burning System which is applied first in Turkey Initiative) Sustainability Reporting principles in 2012, it and Electricity Production from Waste Gas Project submitted it to outside audit and by publishing it with B+ completed in Çimsa Eskişehir Plant, and the system level became the first in the Turkish cement sector. was put to use in mid January of 2012.
34 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 With the Hot Disc Waste Burning System Project Concrete Road Project was actualized and in some and furnace process operation, by taking stack gas ready-mixed concrete facilities, the process moved from emissions under control according to product quality dry system to wet system. regulations, aim was to obtain 30% of the total calorific fuel consumption from refuse derived fuel, waste Environment Friendly Product Certification rubber and liquid wastes and to ensure production of Çimsa with the CEM IV 32.5 R grey cement product refuse derived fuel a Refuse Derived Fuel preparation its Kayseri Cement Plant produces received the facility was built in the Eskisehir Plant in September “Environment Friendly Product Certificate” from the 2012. German Building and Environment Institute (IBU). Çimsa became the first cement company in Turkey Energy Efficiency possessing the “Environmentally Friendly Product With the “Electricity Production facility from Waste Gas Certificate” given by evaluating product specifications Facility” built in Mersin Plant, the aim is to provide 50% and production processes. This certification pays of the consumed electricity by the 1st and 2nd facility attention to the all the stages of the full life cycle of production lines. Since April 2012 32 million kWh/ the product starting from the pre production stage of year has been produced from this facility. On CO2 raw material procurement of the product, covering oscillations, on the other hand, 15.850 tons decrease the production stages, transportation, usage by the has been obtained. consumer and how it will be demolished as waste after usage. Dust Emissions Çimsa, continued to lower the dust emissions in rotary Environmental Awards furnace chimneys, which is one of the important Çimsa Kayseri Cement Plant has been chosen as parameters in the cement sector, to very low levels in “The Cleanest Industrial Facility in Turkey” in the “My 2012 also. Clean Turkey” contest held by Ministry of Environment And Urban Planning and has been awarded with Electro filters of Kayseri Plant Rotary Furnace and “Environmental Award”. Çimsa’s Misis, Kozan, İnegöl Mersin Plant 2nd facility Rotary Furnace were turned and Pamukkova Ready-Mixed Concrete facilities into New Technology Filters with Bags. Eskişehir Plant received Green Spot Environment Rewards in 2012.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 35 Social Responsibility
Çimsa is increasing the contribution of it’s actualizes projects in social responsibility area to the society with the support of Çimsa volunteers.
Sabancı Planetarium In the work starting with volunteer trainings given by Sabancı Planetarium is built in Eskişehir Science Park Private Sector Volunteers Foundation which works to on a 2.751 m2 area. As the largest space house in make volunteering a part of employees’ lives in the Turkey, it is equipped with the latest technology. In private sector in Turkey, 5 volunteer teams in 5 plants the Planetarium that has the same features as its determined the needs of the employee families and the resembles in the world, scientific observations are one surrounding population regarding social and cultural under the 360 degree full dome based on data and development. Afterwards, the 5 volunteer teams, models and lets the observers experience an in-life working together with different non-governmental journey experience in the universe. organizations such as the Turkish Education Volunteers Foundation, Foundation for the Support of Women’s Sabancı Spring Work, signed on meaningful projects. More than 200 Sabancı Spring activity, together with the Sabancı Çimsa volunteer reached more than 1500 people with Holding, has been done in 2012 also. This activity which is these activities. the only university festival organized with the suggestions of the young people has been conducted in 5 different cities Niğde Plant volunteer team “Takim Yildizi” exhibited with the participation of the university youth. the marbling made during the course the employees’ spouses also joined with the support of Nigde Voluntary Works governorship. They donated 4 battery operated and With Çimsa’s wish to move the instinctively developed one manual wheel chairs they bought with the obtained volunteer works of its employees in different fields to a money to the Nigde Handicapped Foundation. corporate level, in the last months of 2011 small teams to lead voluntary works were formed in its plants. During the blood donation campaign with the participation of the employee, their families and even In the work where the priority target groups were the business partners 62 voluntary blood donations and 33 workers’ families and the surrounding population in the voluntary organ donation have been found. Sending locations the plants was in, the areas voluntary works the excess food from the factory cafeteria to the animal will be done in were determined from the feedback shelter is also one of the activities done by the team. received from the employees. Trainings in the summer camp which first started
36 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 with the participation of the employees and organized result of study done with Red Crescent and became Red especially according to children’s age groups, were Crescent volunteers. Team, not only encouraged the given by trainers expert in their fields and the factory factory workers to volunteership, but it also donated employees participated voluntarily in the activities. the income obtained from a play it put together with a volunteer team of workers’ children to a foundation The “Çığ” team made up of Mersin Plant volunteers, working to support children. with the cooperation of Turkish Education Volunteer Foundation started a 16 week “Travel to Myself” Working to provide hand craft abilities to the spouses of program geared towards the 8-11 age children of the workers, Ankara Plant volunteer team “Hanimeli” Çimsa employees. Aim of the program is for children also supported the marketing of the products the to discover and understand their own areas of interest, workers’ spouses made in the hand crafts course they different and strong points and thus gain their own arranged. awareness; and also to develop their body language, communication and friend making abilities. Volunteers, The factory volunteers guided the children whose besides this activity, arranged seminars on healthy others participated in the training to participate in the living habits for employee families and career days for cultural and scientific activities. A training program on university and high school students on career choices of entrepreneurship, besides hand craft courses, has been young people. arranged together with the Foundation for the Support of Women’s Work. “Gonulcelen” team made up of Kayseri Plant volunteers made communication within family as their focus point Aim of the Çimsa volunteer teams is to continue their and gave seminars enriched with staged plays and work next year also and include more employees to sitcoms on this subject to employees’ spouses and to their activities and to reach the surrounding public as neighboring population of Ağırnas and Bünyan. well as the families of the employees.
“Nar Tanesi” team made up of Eskişehir volunteers arranged trainings like first aid, disaster awareness, 21 plant employees received first aid certificate as a
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 37 Corporate Development and Human Resources
After the 2012 organizational transformation process 2012 became a year focusing on competencies that came forth.
Transformation journey starting with the aim to form employees in contact with the customer on customer the organizational structure that will carry Çimsa to relations . By bringing together the Sales team and the future most effectively, to be closer to the market employees in different positions who are in direct and the customer, to be able to manage with extensive contact with the customer and customer groups, where participation and efficiently and to actualize all of the training needs come forth have been determined these with a suitable infrastructure also brought the and the trainings in the scope of the program have been need for development in many areas. In 2012, this identified in this direction and put into action. All the need for development that evolved was focused on. Çimsa employees and subcontractor employees who Development programs for sustainability of the formed get in direct contact with the customer participated structure have been designed, studies to form an in these “Service Quality and Customer Relations” integrated human resources system with strengthened trainings within this program. Evaluation and follow up with information technologies infrastructure have been works identified regarding sustainability of these studies done. are planned to be actualized within 2013.
Development Programs Acting from the critical importance of procurement Programs designed to answer the transformation need activities within the value chain, development need of in the domestic sales and supply chain management the new procurement organization, which is different organizations aim to increase the development of than the classic procurement approach, having knowledge and abilities in these areas. expertise according to categories in the direction of efficiency and effectiveness targets, continuously in Within the frame of “Customer and Market Focus” contact with the end users, moving proactively, have approach, Development of Sales and Customer been re- handled in a similar approach. Within the Relations Abilities Program has been developed to scope of this development program where trainings are increase the effective operation of the channel based supported with project follow-up studies, by developing sales organization, to develop the abilities of all the systematic approaches on intakes which have critical
38 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 importance for Çimsa like energy, transportation, investment, raw material, considerable improvements have been obtained.
“Process Trainings” actualized due to importance of technical development in especially engineer team for sustainability of the level reached on cement production, on the other hand, formed the last link on the chain of The quality systems, work health and safety, development studies. environment, automation, lean six sigma trainings to contribute to sustainability by improving the processes, Within the scope of this program, a process starting increasing awareness on environment and SHE (Safety, from necessity analyses, done together with Cement Health and Environment) subjects have been included training unit of Cemnet who is the publisher of Global also in the studies done in 2012. In addition, foreign Cement Report which has expertise in cement process language courses which gained critical importance for trainings in international level, extending to evaluation the follow up of international developments related and enhancement works has been followed. Extension to the sector has been added within the continuous of this program has been handled within the scope of studies. The “Occupational Trainings for Workers Cement Academy. Working in Difficult and Hazardous Jobs” which started in Eskişehir Plant are being completed in other plants Approach to ensure sustainability and extension of step by step as well. the obtained knowledge and abilities, “Supply Chain Management Abilities Field Trainings” within the scope Focus of 2013 has been determined as team leader and of “Supply Chain Abilities Development Program” which blue collar development needs. was put to life in 2011 have been conducted.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 39 40 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Çimsa, with durable materials it produces, is proud to increase Turkey’s quality of living for 40 Years.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 41 Year 2012 Annual Report
1- GENERAL INFORMATION Internet site: www.cimsa.com.tr 1.1 Report Accounting Period: 01.01.2012 - 31.12.2012 1.3 Capital: Company is subject to recorded capital system, and maximum recorded capital is 200.000.000,- 1.2 Company’s TL. Issued Capital is 135.084.442,-TL. Commercial Title: Çimsa Çimento Sanayi ve Ticaret A.Ş. 1.4Partnership Structure: Commercial Registration number: Istanbul Registry of Commerce, 708500
SHARE HOLDER AND ADDRESS SHARE RATE SHARE AMOUNT NO. OF SHARES % ( TL ) HACI ÖMER SABANCI HOLDİNG A.Ş. 49,42 66.765.209 6.676.520.873 Sabancı Center Kule II Kat:22-26 4.Levent 34330 / İSTANBUL
ABERDEEN ASSET MANAGERS LIMITED 13,95 18.844.280 1.884.428.000 10 Queen`s Terrace, Aberdeen, UK, AB10 1YG
AKÇANSA ÇİMENTO SANAYİ A.Ş. 8,98 12.130.560 1.213.056.000 Kısıklı Cad. No:38 Altunizade - Üsküdar / İSTANBUL
ADANA ÇİMENTO SANAYİ T.A.Ş. (*) 5,11 6.902.815 690.281.500 Ceyhan Yolu Üzeri P.K.10 ADANA
HACI ÖMER SABANCI VAKFI 0,11 150.000 15.000.000 Sabancı Center 4.Levent 34330 / İSTANBUL
Open to Public 22,43 30.291.578 3.029.157.827
GRAND TOTAL 100,00 135.084.442 13.508.444.200 (*) On December 31 2011: 9.54%
42 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 1.5 Privileged Shares and Share Rights: None. 1.8 Senior Management:
1.6Board of Directors: Mehmet HACIKAMİLOĞLU - General Manager
Nevra ÖZHATAY - Assistant General Manager Mehmet GÖÇMEN - Chairman (Financial Affairs) Mustafa Nedim BOZFAKIOĞLU - Vice Chairman Hüseyin ÖZKAN - Assistant General Manager Serra SABANCI - Member (Domestic Sales) Levent DEMİRAĞ - Member (Until 24 Nisan 2012) Tamer DENİZCİ - Assistant General Manager Seyfettin Ata KÖSEOĞLU - Member (Supply Chain)
Hasan Cihat ERBAŞOL - (Independent Member) Şahap SARIER - Assistant General Manager (Cement Production) Mehmet KAHYA - (Independent Member) Ayfer GÜREŞ - Assistant General Manager Chairman Mehmet GÖÇMEN and Vice Chairman (Corporate Development and Human Resources) Mustafa Nedim BOZFAKIOĞLU are present as executive (Until 31.12.2012) members in the General Assembly. Board of Directors, according to Articles of Partnership, consists of six Mutlu DOĞRUÖZ - Assistant General Manager members chosen among the share holders. There are (Investment) (Until 31.05.2012) two independent members within the members chosen Ülkü ÖZCAN - Strategy and Marketing Manager for the General Assembly.
1.9 Number of Personnel: During the Ordinary General Assembly Meeting held on 24 April 2012, a new election was done for Board of As of 31.12.2012 total of 1.138 personnel are working Directors memberships, their serving periods have been in the Çimsa group work places included in the determined as three years until the Ordinary General consolidation. Assembly meeting of 2015 where results of 2014 activity year will be discussed. During the 01.01.2012-31.12.2012 period while total of 59 personnel left from Çimsa Group, 60 personnel were During the Board of Directors meeting held on 24 April hired. 2012, Mehmet GÖÇMEN was chosen as the Chairman and Mustafa Nedim BOZFAKIOĞLU as the Vice 1.10 Prohibition of Transactions and Competition Chairman. with the Company
1.7 Board of Supervisors: During the current period, the Members of the Board of Directors did not perform any activities that should be İlker YILDIRIM identified as transaction with, or competition with, the Nur ŞENOL company.
During the Ordinary General Assembly Meeting held on 2- CORPORATE MANAGEMENT ETHICS 07 April 2010 election took place for the memberships COMPLIANCE REPORT with expired service period, serving periods have been determined as three years until the Ordinary General 2.1 Business Ethics Compliance Declaration: Assembly Meeting to be held in 2013 where results of 2012 will be discussed. Necessary care has been shown to be in compliance with the subjects within the Corporate Management During the Ordinary General Assembly Meeting held Ethics revised in 2005 and published by the company on 06 April 2011election of the Board of Supervisors necessary /not necessary regulations explained in detail membership with expired serving period was done below within 2012. In addition, compliance works within and Nur ŞENOL has been elected. Serving period has the scope of Erial IV, No: 56 numbered “Notification been determined as two years until the Ordinary General Regarding Determination and Application of Corporate Assembly Meeting to be held in 2013 where results of Management Ethics” published by CMB on 30 December 2012 will be discussed.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 43 Year 2012 Annual Report
2011on the Official Gazette and became effective are continuously in electronic environment within the being done in our company. Compliance works for corporate internet site of our company (www.Çimsa. the regulations in the Notification in subject which are com.tr). in 2012, on subjects like previous period capital mandatory to be in compliance, have been completed increases, dividend payment information, exchange and the compliance works for the other regulations and recording of stocks, Transferring to the system compliance is not necessary for are continuing. and general assembly information requests have been answered by telephone, e-mail, fax and face to face PART I-SHARE HOLDERS meetings. 5 share holders were answered in writing regarding stoppage on the dividends. In addition, 5 2.2 Relations with Shareholders Unit: annual reports have been requested and have been sent to the shareholders by post. Shareholders can There is a Corporate Investors Relations Unit regarding follow updated information on the company from share holders in our company. This unit operates under www.Çimsa.com.tr address, special case explanations coordination of Assistant General Manager (Financial done to the Public Disclosure Platform (www.kap. Affairs) Nevra Özhatay gov.tr), and from newspaper notifications. There is no provision regarding appointment of a special auditor in the Articles of Partnership. There has been no demand (n.ozhatay@Çimsa.com.tr). In this unit, UFRS and from the shareholders in this subject in 2012. Consolidation Administrator Zeynep Özde Görkey (o.gorkey@Çimsa.com. tr), Marketing Expert Ebru Arslan (e.arslan@Çimsa. com.tr), UFRS and 2.4 General Assembly Meetings: Consolidation Expert Borhan Tosun (b.tosun@Çimsa. com.tr) are positioned. Related persons can also be On 24.04.2012 Ordinary General Assembly Meeting reached by 0 (216) 651 53 00 numbered telephone and 0 was held and existing meeting quorum realized as (216) 651 14 15 numbered fax. This unit is appointed to 65.87%. Beneficiaries, who wished, by completing the proceed the relations with the share holders. Within the necessary formalities, joined the General Assembly. frame of these responsibilities, in 2012, in the contents Invitation to the General Assembly was done in of conferences and road shows within and outside of accordance with Turkish Commercial Law and the Turkey, 55 one on one and group meetings took place. Articles of Partnership, and this has been approved In addition, regarding previous years, stock transfer by the Ministry of Customs and Trade Commissioner. transactions of 11 of our shareholders who could not Meeting notification and meeting agenda has also participate in capital increase have been processed. been announced to the shareholder before the meeting through KAP, Turkish Commercial Registry Gazette. 2.3 Use of Right to Information by the Share Right to question has been given to the shareholders Holders: during the meeting and the necessary explanations were made. Annual Report has been prepared and distributed to the partners who joined the General There is no privilege or priority given to shareholders Assembly and information has been given on the by our company on usage of their right to information. previous year’s activities to the partners. According With the aim the extend the rights to information of to suggestions given by the shareholders, elections the shareholders and for them to use these rights for the Board of Directors and Audit members for the effectively, necessary information and documents, emptied positions due to resignations have been done. besides the financial charts are offered to the attention Meeting minutes regarding the General Assembly is of the shareholders in Turkish and in English within being kept in Company headquarters and is given to their obligatory notification periods by being updated
44 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 the shareholders upon their request. Meeting minutes numbered and 29.08.2012 dated Official Gazette and have been published on Turkish Commercial Registry the effective date of the regulation in subject has been Gazette. In addition, General Assembly participants list determined as 01.10.2012. and meeting minutes is announced on the company’s www.cimsa.com.tr internet address. According to third paragraph of the 5th article of EGAS Regulations, participation in electronic environment, Decisions in Turkish Commercial Law, counted as appointing of a representative, making suggestions, important are being submitted for approval to the declaration of an opinion, and election transactions to shareholder during the General Assembly. When legal the general assembly companies listed in the stock compliance of Corporate Management Principles is exchange hold will be done through electronic general ensured, all decisions counted as important in the assembly system (EGAS) provided by the Central changed laws will be submitted to the approval of the Registry Agency. Articles 415 and 417 of the TCL also shareholders during the General Assembly. foresee important changes on the subject of general assembly participations of incorporated partnerships General Assembly participation requests of the that is followed up by record by the CRA. According to investors will be evaluated by the Central Recording article 10/A of Capital Market Law, list of the owners Establishment (CRE) and necessary documents will be of the followed shares by record whocan participate given to the investors who will vote by applying CRE in the general assembly will be arranged according process and procedures. In addition, related people who to the “Shareholders Chart” provided electronically want to participate as observers will be allowed in the by CRA through EGAS. In case the real Persons in meeting. this list participate in the meeting physically, It will be sufficient for them to show their identification Card and On article 1527 of the 13.01.2011dated and 6102 for the representatives of legal entities to show their numbered Turkish Commercial Law, it has been representation certificate. resolved that joining, making suggestions, giving opinions for incorporated company general assembly 4th paragraph of TCL, on the other hand, resolves bears all the legal results of physical participation and that the right to participate in the general assembly voting; in addition participation and voting system in cannot be linked to the condition of obtaining a proof electronic environment for companies listed in the stock of document on share ownership or to “pre” storage of exchange became obligatory. the share certificate. In the new TCL capital sectors the blockage system that used to be applied previously has In order to determine the application principles of been ended. article 1527 of TCL, “Regulations Regarding General Assemblies to be done in Electronic Environments” According to article 5 of TCL, also, with the condition of released by the Ministry of Customs and Trade have “being limited to the day the General Assembly takes been posted on 28395 numbered Official Gazette on place”, whether endorsing of shared can be prohibited 28.08.2012, and the “Notification on the Electronic or not Will be determined through a notification by the General Assembly System to be Applied on the General Stock Exchange Commission. Assembly of Incorporated Companies” that regulates the regulations and principles related to set up, process, Delegation system, applied during the old TCL period tecknical matters and security criteria of the electronic is maintained as optional. Together with this, legal general assembly system has been published on 28396 reforms that will provide very important benefits to the
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 45 Year 2012 Annual Report
general assembly application such as appointing of a profit to its partners before the end of the May following representative through EGAS with electronic methods the end of the accounting period”. have been put into effect. Representative appointed with electronic methods, not only can participate in the This policy can be reviewed every year by the Board general assembly meeting through electronic method, of Directors in accordance with national and global but also can participate in the meeting physically as a economic conditions, and given the current status of representative. the company’s projects and its funds. No privileges are available for any shareholder in terms of the dividend On the list with the share holders the company will distribution. obtain from the CRA through EGAS, the representation information (like the name of the representative) 2.7 Transfer of Shares: given through EGAS will also be included. A separate submission of a physical representation document is Company Articles of Association does not have any not needed for the representative who is appointed provision that limits the transfer of shares. through EGAS by electronic method. PART II – DISCLOSURE AND TRANSPARENCY 2.5 Voting Right and Minority Rights: 2.8 Company Information Policy: The Articles of Association does not contain privileged vote rights. There is no arrangement for cumulative The Board of Directors is authorized and responsiblefor voting in the Articles of Association. With the thought tracking, monitoring and improving Çimsa Çimento that granting of a cumulative vote under the current Sanayi ve Ticaret A.Ş.’s disclosure and information partnership structure will ruin the harmony of the policy. company’s management structure, no arrangement has been made om this. The Information Policy was created and approved by the Board of Directors in accordance with the CMB 2.6 Dividend Rights: Corporate Governance Principles. It was disclosed through a Disclosure of Specific Events on 30 April 2009, The company’s dividend distribution policy is specified being available at www.Çimsa.com.tr as of this date. in article 26 of its Articles of Association. Accordingly, The Information Policy was submitted to partners at the the dividend is distributed once obligatory taxes are company’s Extraordinary General Meeting of 28 August subtracted from the gross profit to obtain the net 2009. profit, in the proportion specified by the proposal of the Board of Directors and approved by the General In accordance with this policy, each year the company Assembly under the company’s Articles of Association, discloses to the public independently audited financial considering its legal reserve funds and CMB statements in the sixth and twelfth month, and non- Legislations. audited financial statements in the year’s third and ninth month. Announcement of the consolidated reports Accordingly, Dividend distribution policy is covered in a prepared in accordance with International Financial separate section in the company’s annual report and is Reporting Standards (IFRS) are made within the period disclosed to shareholders and the public at the General legally specified by the CMB. Assembly. The company’s disclosure of information is made Our company’s dividend distribution is done within the through press bulletins, e-mail messages, telephone legal period. The company has adopted a policy of the conversations, interviews with media organizations and “distribution of a minimum of 50% of the distributable via press agents.
46 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 In addition, information about the company is available PART III- STAKEHOLDERS on its web site as recommended by the CMB Corporate Management Principles published in 2005, with 2.11 Informing of the Stakeholders: amendments and additions in line with the company’s Information Policy. Informing of all stakeholders are made through the İstanbul Stock Exchange by periodic public notifications, The sub-headings under the Investment section of the as required by the relevant legislation and through web site are as follows; the specific events disclosure forms. Matters such as Ordinary and Extraordinary General Assembly Partnership Structure Meetings and dividend distributions are announced in Board of Directors newspaper announcements as stipulated in the relevant Board of Directors Committees legislation and in the Company’s Articles of Association. Articles of Association Notifications are also made through meetings with Trade Registry Information the press, press releases and in interviews with media Information Policy organizations. Corporate Compliance Report Profit Share Distribution Furthermore, company employees are notified General Assembly Information through the company’s quarterly newsletter, through Annual Report information sent by e-mail, in internal training sessions, All Financial Information via the Çimsa Portal and at annual briefing meetings. Resolutions of the Board of Directors Special Situation Statements Notifications for clients are made through annual Investors Relations Frequently asked Questions meetings, in publicity activities and through trainings and seminars. 2.9 Company Website and its Contents: Partners are concurrently notified of all information, The company has a website that can be reached other than confidential and trade secret information, from www.Çimsa.com.tr. address. The information accurately and clearly. specified in the part 2.2 of the notification published on 30.12.20011 with serial:IV, nmber 56 where 2.12 Participation of Stakeholders in the amendments and additions were made is availbale on Management: this website. Our website contains infromation such as Corporate, Sustainability, Cement, Ready-Mized At least once a year, the Company organizes meetings Concrete, Agregate, Investor, Corporate Development, With its employees where the activities of the previous Media and Contact information. year are evaluated, targets for the next year are shared and employee feedbacks are obtained. 2.10 Annual Report: Within the scope of business excellence, learning Company disclosed information counting as Company organization works and suggestion system, team work Corporate Management Principles within the annual is encouraged, their participation in matters concerning report prepared in December period. the company such as target determination of the project teams, process improvements and investments are ensured. Participation of the partners to the company management is done through Ordinary and
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 47 Year 2012 Annual Report
Extraordinary General Assembly Meetings. year, employees update their knowledge related to work ethics rules with an e-learning program and renew Participation of the customers in the company their loyalty to work ethics rules with the “Work Ethics management, on the other hand, is ensured through Compliance Declaration” for they fill. dealers meetings and prepared client loyalty surveys. Çimsa, enriching the projects it conducts within the 2.13 Human Resources Policy: social responsibility field with the support of Çimsa volunteers, is continuously increasing its contribution to The Company’s corporate development and human the society. resources vision is to create a culture of high performance; its mission is to ensure organizational Sabancı Planetarium change and development. In line with this, an effective and uniform structural performance management, with Sabancı Planetarium is built in Eskişehir Science Park individual work and ability targets determined parallel on a 2.751 m2 area. As the largest space house in to company startegy and company aims is being Turkey, it is equipped with the latest technology. In conducted. Also in order to increase the competitive the Planetarium that has the same features as its strength of the company and to meet the changing resembles in the world, scientific observations are one needs, policies geared towards organizational change under the 360 degree full dome based on data and and development are being planned and applied. models and lets the observers to experience an in-life journey experience in the universe. Issues related to union member employees are managed under the scope of the Collective Labor Sabancı Spring Agreement in effect. In addition, there are departments to manage relationships with all employees, including Sabancı Spring activity, together with the Sabancı Corporate Development and Human Resources, Holding, has been done in 2012 also. This activity Corporate Communications, the Code of Ethics which is the only university festival organized with the Consultancy, and the Work Health and Safety. There suggestions of the young people has been conducted in are also detailed and updated written guidelines and 5 different cities with the participation of the university procedures that embody all of the relevant regulations youth. and practices related to business life. Voluntary Works To date, no discrimination issues have been reported by Çimsa employees. With Çimsa’s wish to move the instinctively developed volunteer works of its employees in different fields to a 2.14 Ethical Rules and Social Responsibility: corporate level, in the last months of 2011 small teams to lead voluntary works were formed in its plants. Work Ethics rules have been formed and put into effect in our company. Work ethics rules have been disclosed In the work where the priority target groups were the to the public by announcing them on the corporate workers’ families and the surrounding population in the website. locations the plants was in, the areas voluntary works will be done in were determined from the feedback Informing of the workers on the rules, on the other received from the workers. hand, are ensured by publishing of the rules in the inter company communication portal, distribution of the In the work starting with volunteer trainings given by printed booklets to all the employees and conducting Private Sector Volunteers Foundation which works informative trainings. In addition, at the end of each to make volunteering a part of workers’ lives in the
48 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 private sector in Turkey, 5 volunteer teams in 5 plants sitcoms on this subject to workers’ spouses and to determined the needs of the worker families and the neighboring population of Ağırnas and Bünyan. surrounding population regarding social and cultural development. Afterwards, the 5 volunteer teams, “Nar Tanesi” team made up of Eskişehir volunteers working together with different non-governmental arranged trainings like first aid, disaster awareness, organizations such as the Turkish Education Volunteers and 21 plant workers received first aid certificate as a Foundation, Foundation for the Support of Women’s result of study done with Red Crescent and became Red Work, signed on meaningful projects. More than 200 Crescent volunteers. Çimsa volunteer reached more than 1500 people with these works. Team, not only encouraged the factory workers to volunteership, but it also donated the income obtained from a play it put together with a volunteer team of workers’ children to a foundation working to support Niğde Plant volunteer team “Takim Yildizi”, exhibited children. the marbling made during the marbling course the workers’ spouses also joined with the support of Nigde Working to provide hand craft abilities to the spouses of governorship and donated 4 battery operated and one the workers, Ankara Plant volunteer team “Hanimeli” manual wheel chairs they bought with the obtained also supported the marketing of the products the money to Nigde Handicapped Foundation. workers’ spouses made in the hand crafts course they arranged The factory volunteers guided the During the blood donation campaign with the children whose mothers participated in the training participation of the workers, their families and even to participate in the cultural and scientific activities. A working partners 62 voluntary blood donation and 33 training program on entrepreneurship besides hand voluntary organ donations have been found. Sending craft courses have been arranged together with the the excess food from the factory cafeteria to the animal Foundation for the Support of Women’s Work. shelter is also one of the works done by the team. Trainings in the summer camp which first started Aim of the Çimsa volunteer teams is to continue their with the participation of the workers and organized work next year also and include more employees to especially according to children’s age groups were given their activities and to reach the surrounding public by trainers expert in their fields and the factory workers besides the families of the employees. participated voluntarily in the activities. PART IV BOARD OF DIRECTORS The “Cig” team made up of Mersin Plant volunteers, with the cooperation of Turkish Education Volunteer 2.15 Structure and Constitution of the Board of Foundation started a 16 week “Travel to Myself” Directors: program geared towards the 8-11 age children of Çimsa workers. Aim of the program is for children to discover Board of Directors and understand their own areas of interest, different and strong points and thus gain their own awareness; and Mehmet GÖÇMEN - Chairman also to develop their body language, communication and friend making abilities. Volunteers, besides this Mustafa Nedim BOZFAKIOĞLU - Vice Chairman activity, arranged seminars on healthy living habits for Serra SABANCI - Member worker families and career days for university and high school students on career choices of young people. Levent DEMİRAĞ - - Member (Until 24 April 2012) Seyfettin Ata KÖSEOĞLU - Member “Gonulcelen” team made up of Kayseri Plant volunteers took communication within family as their focus point Hasan Cihat ERBAŞOL - Independent Member and gave seminars enriched with staged plays and Mehmet KAHYA - Independent Member
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 49 Year 2012 Annual Report
Board of Directors, according to Articles of Partnership, The agenda of the Company’s Board of Directors consists of six members chosen among the share Meetings is determined and suggested by the holders. There are two independent members within Company’s General Manager. Financail Affairs the members chosen for the General Assembly. Assistant General Manager, by assuming secretariat position, will ensure supply of information to the During the Ordinary General Assembly Meeting held members of the Board of Directors and communication. on 24 April 2012, a new election was done for Board Company Board of Directors gathered 24 times in 2012 of Directors memberships, their serving periods have and reached 68 decisions. been determined as three years until the Ordinary General Assembly meeting of 2015 where results of During the meetings held during 2012, no opinions were 2014 activity year will be discussed. expressed in opposition to the decisions made by the Members of the Board of Directors. While the issues During the Board of Directors meeting held on 24 April contained in the SPK Corporate Management Principles 2012, Mehmet GÖÇMEN was chosen as the Chairman IV. part 2.17.4. published in 2005 with amendments and and Mustafa Nedim BOZFAKIOĞLU as the Vice additions were being resolved, the actual participation of Chairman. those Members who did not present any apologies for any of their absences was provided for at the Board of During the Board of Directors Meetings done on Directors’ meetings. Since the Members of the Board 21.09.2012 and 24.09.2012,in accordance with article 25 of Directors did not have any questions regarding these of the Law on Effectiveness and Application method of issues, none have been appended to the record. The 6103 numbered Turkish Commercial Law (TCL), a re- Members of the Board of Directors were not entitled to election has been done for the emptied memberships a majority vote and/or to the right of veto in regard to due to resignation of the real persons chosen to these decisions. represent Haci Omer Sabancı Holding A.S., although the chosen new members were the same individuals, 2.17 The Number, Structure and Independence decision was taken to submit the result to the first of the Committees established by the Board of General Assembly according to article 363 of the TCL. Directors:
2.16 Board of Directors’ Principles of Activities: Reporting to the Board of Directors, the Audit Committee was formed from the non-executive As mentioned in company’s articles of association, members of the Board of Directors. Comittee Çimsa’s Board of Directors consists of 6 members members were chosen as a committee member from selected from among its shareholders by the General independent members and with the aim ot benefit from Assembly. There are two independent members thie global experiences and expertise. among the members chosen during the General Assembly. As mentioned in the Company’s Chairman Mehmet GÖÇMEN and Vice Chairman Mustafa Nedim BOZFAKIOĞLU are present as executive Articles of Association, each member for the Çimsa’s members in the General Assembly. Board of Directors is elected for maximum three years and the members whose serving time is filled can be There have been no conflicts of interest during 2012 due re-elected. As mentioned in the Company’s Articles to the committees’ member structure. of Association, the Members of the Board of Directors elect a Vice President to represent the President in his 2.18 Risk Management and Internal Control or her absence. The Board of Directors gathers at least Mechanisms: once a month (as required by the articles of association) to review the monthly activity results. The main function of the Internal Audit Department is to render independent and unbiased security and
50 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 counselling services, utilizing the Global Internal Audit suggestions hat will ensure those efficiency increases; Standards pertaining to Çimsa Çimento San. ve Tic. The Internal Audit Department, affiliated with the Audit g) To keep the Audit Committee continuously informed Committee and composed of members of the Board about all audit activities, the adequacy of the domestic of Directors, conducts inspections, investigations and control system and to implement all of the committee’s examinations to protect the rights and interests of the demands and suggestions; Company. It then develops recommendations regarding each internal and an external risk. It carries out each of h) To carry out all the tasks as suggested by the Board the following duties in order to contribute to the growth, of Directors and senior management, to provide value development and institutionalization of the company: added consultancy and support services related to the achievement of the company’s goals, to increase the a) To examine each site’s and department’s internal value of the company’s shares, to help develop the control systems, in the company’s offices in central and company’s processes and activities, to increase service rural areas including all of its terminals, warehouses quality and customer satisfaction etc. and international enterprises. These examinations are to ensure compliance with corporate management The Board of Directors has decided that the Internal principles and ethical values, to ensure the effectiveness Audit Manager will report to the Committee Responsible and efficiency of its risk management practices, to for Audit. prepare audit plan programs and to implement these in accordance with the pre-determined schedule, 2.19 Strategic Targets of the Company: b) To monitor audit report practices, and to ensure that Main Strategic Objectives:: all work and transactions are carried out in accordance with the agreements made and in compliance with the Ensure Operational Excellence: Set targets for directions of the General Directorate; every function in value chain processes, including management, production, sales and delivery; follow c) To conduct inspection, research and investigation in these targets with key performance indicators; make relation to special tasks assigned by the Chairman of continuous improvements in performance process; the Board of Directors, the Audit Committee and the establish a corporate information database; take each General Manager; to submit the results of these studies, necessary measure identified by the detailed scenario- as a report, to the relevant authority; based studies up of the cash flow forecasts; deliver operational excellence by managing each of these d) To monitor the execution of all company regulations, under a “system approach” discipline. procedures, communiques and unit-specific directions, Be a sustainable construction products company: ensuring that they are enforced and to then make Starting with the stakeholders who are most suggestions in connection to those matters that need to affected by the company’s social and environmental be remedied; impacts, effectively manage communication with all stakeholders; create long term value, both for e) To ensure that the activities and transactions of stakeholders and for the Company. all units are carried out in line with the Board of Directors’ decisions, plans and budget targets and in Be market and customer oriented: Listen to and accordance with all legislation, regulations, procedures, understand the customers’ needs and requests by communiques, directions etc.; making the market and customers the focal point of all of the company’s activities; thus creating added f ) To make financial and economic analyses in relation value for customers; be the customers’ most referred to the work and transactions conducted and to develop business partner.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 51 Year 2012 Annual Report
Grow profitably: Make investments in new and this aim, it pays importance to increasing alternative attractive areas that will create synergies with Çimsa’s fuel and alternative raw material consumption by current operational markets in such a way that these decreasing the use of fossil fuels. In order to reach this investments will create added value for the company’s aim, in 2011, the Hot Disc Waste Burning System which other primary targets and will help the company to is applied first in Turkey and Electricity Production From grow sustainably. Waste Gas Project completed in Çimsa Eskişehir Plant, and the system was put to use in mid January of 2012. 2.20 Financial Rights: With the Hot Disc Waste Burning System Project According to the Articles of Association, each right, and furnace process operation, by taking stack gas benefit and salary provided to the Members of the Board emissions under control according to product quality is determined by the General Assembly. In 2012 total regulations, aim was to obtain 30% of the total calorific of 148.200 TL salary payment has been done to the fuel consumption from refuse derived fuel, waste members of the Board of Directors. rubber and liquid wastes and to ensure production of refuse derived fuel a Refuse Derived Fuel preparation During 2011, the company did not lend any money to facility was built in the Eskisehir Plant in September any Member of the Board of Directors; it did not give any 2012. loans; it did not allow the use of loans in the name of personal loans through third persons, and it did not give Energy Efficiency, with the “Electricity Production facility any assurances, such as bailments, in their favor. from Waste Gas Facility” built in Mersin Plant, the aim is to provide 50% of the consumed electricity by the 1st Total of salary and other benefits provided to the senior and 2nd facility production lines. Since April 2012 32 management such as general manager, general million kWh/year has been produced from this facility. coordinator, and assistant general managers is 5.030.583 TL. On CO2 oscillations, on the other hand, 15.850 tons decrease has been obtained. 3- Company’s R&D Studies On the subject of Dust Emissions Çimsa, continued to Çimsa’s environment policy is to continuously improve lower the dust emissions in rotary furnace chimneys, its environmental performance, to make sustainable which is one of the important parameters in the cement contributions to its activities and to the society. Çimsa sector, to very low levels in 2012 also. Electro filters bases its activities on sustainable development and of Kayseri Plant rotary furnace and Mersin Plant 2nd continuous improvement principles. With sustainability facility rotary furnaces were turned into new technology understanding, Çimsa, while posting the B level report filters with bags. it prepared in 2010 according to GRI (Global Reporting Initiative) Sustainability Reporting principles in 2012, it In Eskişehir Plant also Concrete Road Project was submitted it to outside audit and by publishing it with B+ actualized and in some ready-mixed concrete facilities, level became the first in the Turkish cement sector. In the process moved from dry system to wet system. alternative Fuel and Raw Material Usage, Çimsa, in the cement sector where energy and raw material usage is extensive, supports sustainable development by using natural resources in the most efficient way. With
52 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 4- COMPANY ACTIVITIES AND IMPORTANT DEVELOPMENTS RELATED TO COMPANY ACTIVITIES
4.1 Participation information of the Company:
Company Activity Data Share Rate (%) Çimsa Cement Free - Zone Limited NCTRKKTC 99,99 ÇİMSAROM Marketing Distributie S.R.L. Romania 99,99 Çimsa Cementos Espana, S.A.U. Spain 100 Cement Sales North Gmbh (CSN) Germany 50 Çimsa Mersin Serbest Bölge Şubesi Mersin 100 OOO Çimsa Rus CTK Russia 100 Çimsa Adriatico Srl Italy 60 Afyon Çimento Sanayi Türk Anonim Şirketi Turkey 51 Exsa Export San. Man. Sat.ve Arş. A.Ş Turkey 32,88 Hacı Ömer Sabancı Holding A.Ş. Turkey 1,06 Mesbaş Mersin Serbest Böl. İşl. A.Ş.(Mesbaş) Turkey 0,41 Anfaş Antalya Fuarcılık A.Ş.(Anfaş) Turkey 0,02 Temsa Araştırma Geliştirme ve Teknoloji A.Ş. Turkey 0,0025
4.2 Information related to its own shared the 4.5 If the Objectives determined in previous period company acquired: have been reached, if the General Assembly decisions have been followed, if objectives have Our company had not acquired its own shares in 2012. not been reached or the decisions have not been followed, information on the reasons and 4.3 Law suits against the company and which will evaluations: affect the financial status of the company: 2012 production and sales numbers, parallel to this, There are no law suits against our company that will the consolidated gross and activity profits margins affect the financial status of the company. have been less than the same period of last year and the targeted number for 2012 due to heavy winter 4.4 Due to non- compliant Applications against conditions. Ordinary General Assembly Meeting Legislation Provisions Administrative and Legal decisions taken on 24 April 2012 have been conducted. Sanctions Applied on the Company and the Members of the Administrative Body: 4.6 Information on Extraordinary General Assembly held within the year: There are no administrative or legal sanctions applied to the Company or the members of the administrative No Extraordinary General Assembly Meeting had been body due to Applications not in compliance with the held within 2012. Legislation Provisions.
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 53 Year 2012 Annual Report
4.7 Donations made during the year: Çimsa, within the frame of the current market conditions, is taking action plans aiming for effective Donations of 275.927,67 TL have been made to various operational capital management, is conducting public establishments and organizations within the year. infrastructure, marketing and cost improving investments and works to increase its profitability. By 5- FINANCIAL STATUS planning existing TL, foreign currency incomes and needs, it is managing its financial structure according to 5.1 Measures thought to be applied to improve the procedures. company’s financial structure: 5.2 Financial Ratios:
Consolidated Consolidated 31.12.2012 31.12.2011 Net Operational Capital = Current Actives – Current Passives
(-)39.751.168 22.314.098 I-Liquidity Rates: 1-Current Rate = Floating Assets / Short Term Debts 0,89 1,08 2-Liquidity Rate = Floating Assets -Stocks-Other Floating 0,58 0,60 Assets / Short Term Debts II-Financial Structure Rates: 1-Total Debts / Resources 0,52 0,45 2-Short Term Debts / Total Actives 0,24 0,21 -Long Term Debts / Total Actives 0,11 0,10 III-Profitability Rates: 1-Net Period Profit / Net Sales 0,13 0,15 2-Net Period Profit / Total Actives 0,07 0,10 3-Net Period Profit / Resources 0,11 0,14
5.3 Sales: capital are being covered by short and long term export and Turkish Lira and foreign currency credits. Domestic sales turnover within 1 January - 31 December 2012 period actualized as 678.38 million TL Identification and tracking of all possible risks comprise by increasing by 9% compared to the same period of the bases for risk management. Parallel to the risk last year. management and application policies carried on by one of the partners, Haci Omer Sabancı Holding A.S. 6- RISKS AND EVALUATION OF THE BOARD OF group companies, and corporate risk management DIRECTORS. procedures are being conducted. All the risks company may be faced with have been classified according to 6.1 If there is any, the risk management policy of their priorities and have been taken under surveillance the company against expected risks: by the company senior management and Board of Directors. In order to prevent all the risks that can Finance of the company’s investment and operational directly affect company’s financial situation, in line with
54 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Sabancı Holding risk management policies, are being objectives; require necessary resources and make insured under the coverage of global policies. coordination, take actions against identified critical risks and track them regularly. Foreign exchange risks that will be born from foreign credits are being eliminated naturally with the export By establishing the Corporate Risk Management, incomes and suitable instruments are being evaluated expansion of Çimsa’s risk management culture separately. and view to all company units, development of proactive approaches, putting forth of possible Company, in order to be protected from foreign opportunities, protection and increase of company exchange rate fluctuations and related financial risks values, development of natural hedging and portfolio that may happen in the future, to be protected from cash management, increasing the trust of the beneficiaries flow risk, is preparing buy/sell agreements with terms even more have been targeted. not exceeding one year. Corporate Risk Management Unit will report if existing With the cost of TL loans decreasing, TL credit usage actions ensure the anticipated effect and development began. Aim is to reduce finance costs by using short and the obtained results to the Board of Directors. term TL credits. 7- CHANGES IN THE ARTICLES OF with the formation of the Corporate Risk management, PARTICIPATION WITHIN THE PERIOD: one of the shareholders, Hacı Ömer, with the viewpoint of all the Sabancı Holding A.S. group companies’ In the direction of Serial: IV, Number 56 notification conducts risk management and applications at Çimsa related to Determination of Corporate Management parallel to the procedures in those companies. All the Principles of the Capital Market Board, with the objective risks company may be faced with have been classified to comply with the Corporate Management Principles, according to their priorities and have been taken under Article 7 with the ADMINISTRATIVE Assembly, Article surveillance by the company senior management and 7 with the header ANNOUNCEMENT of the Articles Board of Directors. of Participation have been change, a new article with the header COMPLIANCE TO THE CORPORATE Aim is to increase the trust of the foreign exchange MANAGEMENT PRICINCIPLES as article 30 has been owners even more. added, the number of the last article with the header LEGAL PROVISIONS have been changed to number 31. Corporate Risk Management Unit works to assure risk management is being used effectively the by Board Changes passing the approval of 24 April 2012 Ordinary of Directors. In the Corporate Risk management General Assembly, have been certified on 30 April 2012 Unit, processes for effective risk management based and been published in the Turkish Commercial Registry on companies have been developed and put into Gazette on 04 May, 2012. application. The Company, Current status of the changed articles is as below. with the Corporate Risk management Unit, is able to systematically measure and evaluate, prioritize, Administrative Assembly operational, financial, strategic and external risks that can be obstacles in the way of company’s general Article 7- Company will be managed and represented strategy and reaching its by six members chosen among the shareholders by
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 55 Year 2012 Annual Report
the General Assembly within the frame of Turkish There are no deducted capital market vehicles. Commercial Law. 9- POSITION OF ÇİMSA IN THE SECTOR IT IS Announcement ACTIVE IN
Article 21- Announcements on the company keeping Çimsa was established in 1972 in Mersin. Starting to the 4th paragraph regulations of article 37 of the work with its first production facility in 1975, 5 million Turkish Commercial Law reserved, will be made with tons production capacity of Çimsa’s facilities in Mersin, a newspaper being released in the location company Kayseri, Eskişehir, Niğde reached 5.5 million tons headquarters is in within minimum 3 weeks. after acquiring 51% of the shares of Afyon Çimento Sanayi T.A.Ş. on 31.05.2012. Afyon Cement Plant, However, for the announcement regarding invitation of starting production in 1957 has a production capacity general committee to a meeting, the announcement of 460 thousand tons. In addition, Çimsa reaches its must be done at least 3 weeks before according to customers through its cement grinding and packing provisions of article 368 of the Turkish Commercial Law. facility in Ankara, Marmara Rota Port and Malatya cement packing facilities. Celebrating its 40th establishment anniversary in 2012, Çimsa is continuing Compliance to the Corporate Management its activities as a “40 years old young” company. Principles:
Çimsa, by manufacturing special cements such as white Corporate Management Principles made Article 30- cement and Calcium Aluminate Cement and innovative obligatory by the Capital Market Board will be followed. concretes besides grey cement, is leading the Turkish cement and ready-mixed concrete regarding innovation. Transactions and board of directors decisions made without complying with the obligatory principles Çimsa, being a ready mixed concrete producer is giving will be null and counted as disputing the Articles of service since 1988 in cities of Adana, Kahramanmaraş, Participation. On transactions and announcements Osmaniye, Mersin, Kayseri, Nevşehir, Karaman, considered as important regarding Corporate Aksaray, Eskişehir, Kütahya,Bursa, Adapazarı, Bilecik, Management Principles, Regulations of Capital Konya and Denizli and its ready mixed concrete sales in Market Assembly’s regulations regarding corporate 2012 reached 2,7 million cubic meters. management is followed on company’s all kinds of related party transactions and guarantees to third parties. imsa, targeting growth in aggregate field as well, is being active with its 5 aggregate facilities in this sector as well. Number and specifications will be determined according to Capital Market Assembly’s regulations. Being one of the first 3 brands in the world in white cement, Çimsa, with its facilities in Hamburg Legal Obligations: (Germany), Trieste (Italy), Sevilla (Spain), Alicante (Spain), Famagusta (NCTR), Constanza (Rumania) and Article 31- Turkish Commercial Law, Capital Market in Novorossiysk (Russia) is an International cement Law and related legislative procedures will be applied manufacturer. on conditions not mentioned in this main agreement. Çimsa, with its consolidated net sales reaching 857.2 Capital Market Law and related regulations will be million TL in 2012, obtained 115.3 million TL net profits followed. belonging to main shareholders dividends.
8- IF EXISTS, SPECIFICATIONS AND AMOUNT OF DEDUCTED CAPITAL MARKET VEHICLES
56 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 10-PREDICTIONS ON COMPANY’S DEVELOPMENT predicted future, by determining the best strategic approach to any possible scenario, is ensuring flexibility A member of Sabancı Cement Group, Çimsa, is in regards to preparation and planning for the future. enriching its regular strategic planning process with scenario-based approach it is implementing. In the 11- PRODUCTION UNITS OF THE OPERATION most basic way, scenario-based strategic planning is Çimsa Facility Information to complete the necessary strategic options needed to be successful in future scenarios by developing them. Thus, Çimsa, instead of planning based on single
Production lines Clinker Raw meal Cooler type Mill type Production furnace Capacity (Tons/Day) diameter (m) Mersin Çimsa 1. Facility 3.700 grey clinker 5,25 Grid cooler Mill with ball 2. Facility 1.845 grey clinker 3,60 Grid cooler Mill with ball Or 2. Facility 1.470 white clinker 3,60 Grid cooler Mill with ball 3. Tesis 2.000 white clinker 3,75 Grid cooler Mill with ball 1. Isıdaç-40 55 Isıdaç-40 clinker 2. Isıdaç-40 55 Isıdaç-40 clinker Kayseri Çimsa Production line 2.500 grey clinker 3,60 Grid cooler Mill with ball Eskişehir Çimsa 1. Production line 1.750 grey clinker 3,60 Grid cooler Mill with ball 2. Production line 2.300 grey clinker 3,60 Grid cooler Upright mill Niğde Çimsa Production line 1.380 grey clinker 3,80 Grid cooler Mill with ball Afyon Çimento Sanayi Türk A.Ş. 1. Production line 500 grey clinker 2,80 Grid cooler Mill with ball 2. Production line 950 grey clinker 3,60 Grid cooler Mill with ball
Grinding Facility Mill Capacity Değirmen Mill Cement Mill (Tons/ Day) Diameter (m) Length (m) Type
Ankara Çimsa 2.040 4,20 13 Mill with ball
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 57 Year 2012 Annual Report
12- PERSONNEL ACTIVITIES AND COLLECTIVE LABOR AGREEMENT APPLICATIONS
12.1 Collective Labor Agreement applications:
Collective Labor Agreement applied in our work place ended on December 31, 2012. Second of the new period collective labor agreement discussions with the Cement Industry Employers Union (CEIS) which we are a member of and T.Cimse-Is Union has been done on February 27, 2013, the third meeting will be held on March 06, 2013.
12.2 Personnel Salaries and Side Benefits:
12 gross salaries per year and 4 bonuses given in periods of March, June, September, December is being provided to white collar personnel. As described in the related Company procedures, according to size of the job and the position, fringe benefits like private life, private health insurance, and employer supported private retirement, corporate gsm line, mobile phone, company car can be provided.
Salary package of 12 gross salaries and total of 4 bonuses a year in periods of March, June, September, December periods are given to the blue collar personnel. Besides the additional social support once a year and a shift premium given according to performance, on occasions such as wedding, moving, birth, and death other social helps in effect within the scope of the Collective Labor Agreement can be provided.
58 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 Auditors’ Report
TO THE GENERAL ASSEMBLY OF ÇİMSA ÇİMENTO SANAYİ VE TİCARET A.Ş. The partnership’s
Title : Çimsa Çimento Sanayi ve Ticaret A.Ş.
Headquarters : İstanbul
Capital : 135.084.442. - TL
Field of Activity : Cement Production and Trade
Auditors’
Name - Last Name : İlker YILDIRIM - Nur ŞENOL
Work Periods : According to article 400 of the temporary law 6/2 of 6102 numbered TCL, it is Until the ordinary general assembly meeting date when an auditor again advised by this law will be elected.
Shareholder Status : They have no partnership and are not company personnel.
Number of participated Board of Directors and Auditors : Have not participated in the Board of Directors meetings. Auditing Assembly meetings Assembly held four meetings.
Shareholder accounts, scope of the examination done : Months of June-September-December 2012 and February 2013 on books and documents, date of the inspection and the have been examined regarding Commercial Law and Tax obtained result Legislations and did not come across any subject of criticism. It has been observed the decisions related to company management have been recorded in company books according to regulations.
Number and results of counting done on the shareholders : All cash transactions of the company are being done through banks cashier according to article 353/1-3 of T.C.L. and since there was no safe of cashier no need was felt for counting.
Dates and results of the inspections done according to : During the monthly inspections, it has been determined that the article 353/4 of T.C.L. valued papers and documents have been recorded in the books according to regulations.
Complaints and frauds brought up and actions taken There have been no complaints.
We have inspected account transactions of Çimsa Çimento Sanayi ve Ticaret A.Ş for the 01.01.2012 - 31.12.2012 periods according to accounting principles and standards in accordance with the 1534/4 article of 6102 numbered Turkish Commercial Law, 6762 numbered Turkish Commercial Law provisions (old), articles of participation and other accounting regulation generally accepted.
In this respect, the balance sheet prepared on 31.12.2012 which we did not adapt the contents of it, reflects the real financial status of the partnership on the concerned date, the income statement belonging to 01.01.202-31.12.2012 period reflects the real activity results and distribution of the profits with the Annual Report found to be in accordance with reality have been found compliant with the law and Articles of Participation.
We kindly request approval of the Balance Sheet and the Income Statement and acquittance of the Board of Directors to your votes.
01.03.2013 AUDITING ASSEMBLY İlker YILDIRIM Nur ŞENOL
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 59 60 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 ÇİMSA ÇİMENTO SANAYİ VE TİCARET ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2012 TOGETHER WITH THE INDEPENDENT AUDITOR’S REPORT
(CONVENIENCE TRANSLATION INTO ENGLISH OF THE CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH)
Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 61 Addresses
GENERAL DIRECTORATE READY-MIXED CONCRETE FACILITIES
Çimsa Çimento Sanayi ve Ticaret A.Ş. ADANA REGION Kısıklı Cad. No: 4, Sarkuysan - Ak iş Merkezi S Blok, Altunizade - İstanbul / Turkey Çimsa - Regional Directorate- Zeytinli Ready-Mixed Concrete Plant Phone : (+90 216) 651 53 00 Adana - Mersin Yolu Üzeri 17. Km Kestel Mevkii (+90 216) 651 05 00 Zeytinli, Seyhan - Adana / Turkey (+90 216) 651 03 85 Phone : (+90 322) 441 19 01 Fax : (+90 216) 651 14 15 Fax : (+90 322) 441 19 02 Çimsa - İncirlik Ready-mixed Concrete Plant Güzelevler Mah. Girne Bulvarı Bossa 2. Fabrika Yanı, Yüreğir - Adana / Turkey CEMENT FACTORY AND TERMINALS Çimsa - Misis Ready-mixed Concrete Plant Çimsa Mersin Hacı Sabancı Organize Sanayi Bölgesi 6. Cadde Toroslar Mah. Tekke Cad. Yenitaşkent - Mersin / Turkey Misis, Yüreğir - Adana / Turkey Phone : (+90 324) 454 00 60 Fax : (+90 324) 454 00 75 Çimsa - Osmaniye Ready-mixed Concrete Plant Tüysüz Beldesi Yolçatı Mevkii D - 400 Karayolu Üzeri, Çimsa Eskişehir Toprakkale - Osmaniye / Turkey İstanbul Karayolu 22. Km Çukurhisar - Eskişehir / Turkey Phone : (+90 222) 411 32 00 Çimsa - Kahramanmaraş Ready-mixed Concrete Plant Fax : (+90 222) 411 31 31 Kayseri Yolu Üzeri 2. km Galericiler Sitesi Bitişiği, Kahramanmaraş / Turkey
Çimsa Kayseri Çimsa - Kozan Ready-mixed Concrete Plant Kayseri Bünyan Yolu 35.km Bünyan - Kayseri / Turkey Kozan Organize Sanayi Bölgesi içi Kozan - Adana / Turkey Phone : (+90 352) 712 16 07 Çimsa - Tufanbeyli Ready-mixed Concrete Plant Fax : (+90 352) 712 22 59 Tufanbeyli Termik Santral Proje Sahası, Taşpınar Kapısı Girişi, Çimsa Niğde Tufanbeyli-Adana / Turkey Hacı Sabancı Bulvarı, Niğde Phone : (+90 388) 232 36 30 Fax : (+90 388) 232 36 34 MERSİN REGION
Çimsa Afyon Çimsa - Regional Directorate - Güvenevler Mahallesi Fatih Cad. No:22 03040 Afyonkarahisar / Turkey Yenihal Ready-mixed Concrete Plant Phone : (+90 272) 214 72 00 Bahçelievler Mah. 1097 Sok. No: 2 Yenihal Yolu Fax : (+90 272) 214 72 09 Yalınayak Kasabası - Mersin / Turkey Phone : (+90 324) 235 73 14 Ankara Grinding and Packaging Plant Fax : (+90 324) 235 73 17 Karşıyaka Mah. Fırat Cad. No: 3 Lalahan - Ankara / Turkey Phone : (+90 312) 865 23 96 Çimsa - Tarsus Ready-mixed Concrete Plant Fax : (+90 312) 865 23 95 Çamlıyayla Yolu, Eshab - ı Kehf Yol Kavşağı, Tarsus - Mersin / Turkey Çimsa Marmara Terminal Sahil Caddesi Rota Limanı İçi Yarımca, Körfez - Kocaeli / Turkey Çimsa - Tece Ready-mixed Concrete Plant Phone : (+90 262) 528 42 33 Cumhuriyet Mah. Mersin - Silifke Karayolu Üzeri, Fax : (+90 262) 528 42 36 Tece Mevkii - Mersin / Turkey
Çimsa Malatya Terminal Çimsa - Silifke Ready-mixed Concrete Plant TCDD Yanı Çimento Dolum Tesisi, Battalgazi - Malatya / Turkey Kabasakallı Köyü Gökçeboyu Mevki, Silifke - Mersin / Turkey Phone : (+90 422) 841 36 77 Fax : (+90 422) 841 32 30
122 Çimsa Çimento Sanayi ve Ticaret A.Ş. Annual Report 2012 SAKARYA - ESKİŞEHİR REGION Çimsa - Karaman Ready-mixed Concrete Plant Organize Sanayi Bölgesi, Karaman / Turkey Çimsa - Regional Directorate - İnegöl Ready-mixed Concrete Plant Çimsa - Ereğli Ready-mixed Concrete Plant Cerrah Kasabası Kalburt Mevkii Dereboyu, İnegöl - Bursa / Turkey Konya Yolu Üzeri 3. km Ereğli - Konya / Turkey Phone : (+90 224) 714 22 00 Fax : (+90 224) 714 22 03 Çimsa - Konya Ready-mixed Concrete Plant Horozluhan Mah. Anayurt Cad. No:10 Selçuklu - Konya / Turkey Çimsa - Adapazarı Ready-mixed Concrete Plant Orta Mah. Plevne Cad. No: 31 Sakarya / Turkey
Çimsa - Pamukova Ready-mixed Concrete Plant AGGREGATE DIRECTORATE Yenice Mah. Murualtı Mevkii Pamukova - Sakarya / Turkey 1097 Sk. No:2 Yenihal 33104 Mersin / Turkey Çimsa - Osmaneli Ready-mixed Concrete Plant Phone : (+90 533) 238 58 72 Camikebir Mah. Çörektepe Mevkii Osmaneli - Bilecik / Turkey (+90 216) 554 70 00 Fax : (+90 324) 235 73 17 Çimsa - Bilecik Ready-mixed Concrete Plant 1. Organize Sanayi Bölgesi 8. Cadde No: 3 Merkez - Bilecik / Turkey
Çimsa - Eskisehir Ready-mixed Concrete Plant INTERNATIONAL TERMINALS Muttalip Yolu 500. metre, Eskişehir / Turkey Germany - Cimsa Cement Sales North GmbH Çimsa - Çukurhisar Ready-mixed Concrete Plant Nesserlander Strasse, 5 Emden - Germany 26721 Bursa yolu 20. km Çukurhisar Eskişehir / Turkey Phone : 00 49 40 70 20 93 14 Fax : 00 49 70 20 93 20/22 Çimsa - Kütahya Ready-mixed Concrete Plant Zafer Tepe Mahallesi Selçuklu Caddesi No: 36 Kütahya / Turkey Italy - Cimsa - Adriatico S.R.L. Riva Cadamosto, 8 - 34147 Trieste - İtalyaItaly Çimsa - Yenişehir Ready-mixed Concrete Plant Phone : 00 39 040 2820918 Kurtuluş Mahallesi Terziler Yolu Sokak No: 107 Yenişehir - Bursa / Turkey Spain - Cimsa Cementos Espana S.A.U. Çimsa - Denizli Üçler Ready-mixed Concrete Plant Carretera de la Esclusa S/N, Darsena del Batan Notre, 41011 Puerto de Hacı Eyüpü Mah. 3125 Sok No:5 Üçler - Denizli / Turkey Sevilla - spain Phone : 00 34 95 427 50 68 Fax : 00 34 95 427 19 36
KAYSERİ - NİĞDE REGION Puerto De Alicante (Prolongación sur) Muelle 21 - Parcela 1 03008 Alicante - Spain Çimsa - Başakpınar Ready-mixed Concrete Plant Phone : 00 34 965 107 707 Malatya Yolu Üzeri 10.km Başakpınar Gaziler Mevkii Talas - Fax : 00 34 965 286 628 Kayseri / Turkey Phone : (+90 352) 224 67 40 (3 hat) KKTC - Çimsa Cement Free Zone Ltd. Fax : (+90 352) 224 67 44 Serbest Liman, Gazi Magosa - KKTC Phone : 00 90 392 365 49 80 Çimsa - Ambar Ready-mixed Concrete Plant Fax : 00 90 392 365 49 81 Ankara Karayolu Üzeri, Anbar Mevkii Bölge Trafik Arkası, Kayseri / Turkey Romania - CIMSAROM Marketing Distributie S.R.L. BdMamaia, Ofice Nr 5, Nr 251 Et 4, Constanta - Romania Çimsa - Beyazşehir Ready-mixed Concrete Plant Phone : 00 40 241 585 333 Cırgalan Mah. Engirgülü Kümeevler No: 325 Kocasinan - Kayseri / Turkey Fax : 00 40 241 585 333 Çimsa - Nevşehir Ready-mixed Concrete Plant Russia - CIMSA - RUS Cement Trading Company Limited Niğde Yolu Üzeri 7. km Göre - Nevşehir / Turkey Malozemelskaya Str, No: 16, 353900 Novorossiysk - Russia Çimsa - Aksaray Ready-mixed Concrete Plant Phone : 00 7 918 66 49 344 Organize Sanayi Bölgesi, Aksaray / Turkey
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