Annual Report 2012
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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.