Annual Report 2014 Inşaat Ve Sanayi A.Ş
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Sustainability & Growth İNŞAAT VE SANAYİ A.Ş. Balmumcu Mah., Zincirlikuyu Yolu No: 10, 34349 Beşiktaş / İstanbul Phone: +90 (212) 376 10 00 (pbx) Fax: +90 (212) 272 88 69 ENKA İNŞAAT VE SANAYİ A.Ş. ANNUAL REPORT 2014 İNŞAAT VE SANAYİ A.Ş. Balmumcu Mah., Zincirlikuyu Yolu No: 10, 34349 Beşiktaş / İstanbul Tel: +90 (212) 376 10 00 (pbx) Fax: +90 (212) 272 88 69 ANNUAL REPORT 2014 ENKA İNŞAAT VE SANAYİ A.Ş. 01 DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Maslak no1 Plaza Eski Büyükdere Caddesi Maslak Mahallesi No:1 Maslak, Sarıyer 34398 (CONVENIENCE TRANSLATION OF INDEPENDENT İstanbul, Türkiye AUDITOR’S REPORTON THE MANAGEMENT’S ANNUAL REPORT Tel : +90 (212) 366 6000 ORIGINALLY ISSUED IN TURKISH) Fax : +90 (212) 366 6010 www.deloitte.com.tr INDEPENDENT AUDITOR’S REPORT ON THE MANAGEMENT’S Mersis No: 0291001097600016 ANNUAL REPORT To the Board of Directors of Enka İnşaat ve Sanayi Anonim Şirketi Report on the Audit of Management’s Annual Report in accordance with Independent Auditing Standards We have audited the annual report of Enka İnşaat ve Sanayi A.Ş. (Enka İnşaat), its subsidiaries and joint operations (together the “Group”) for the year ended 31 December 2014. Management’s Responsibility for the Annual Report The Group Management is responsible for the preparation and fair presentation of the annual report which is consistent with the consolidated financial statements in accordance with the Article 514 of the Turkish Commercial Code No. 6102 (“TCC”) and “Communiqué on Principles of Financial Reporting in Capital Markets” with No.14.1 of the Capital Markets Board (“the Communiqué”), and for such internal control as management determines relevant to the preparation and fair presentation of such annual report. Auditor’s Responsibility Our responsibility is to express an opinion on the Company’s annual report based on our audit conducted in accordance with the provisions of the Article 397 of the TCC and the Communiqué. Our audit involves whether the financial information provided in the annual report are fairly presented and consistent with the consolidated financial statements. We conducted our audit in accordance with Independent Auditing Standards, which is a part of Turkish Auditing Standards issued by the Public Oversight Accounting and Auditing Standards Authority (“POA”). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial information provided in the annual report are fairly presented and consistent with the consolidated financial statements. An audit involves performing procedures to obtain audit evidence about the historical financial information. The procedures selected depend on the auditor’s judgment. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial information provided in the Management’s annual report, in all material respects, are fairly presented and consistent with the audited consolidated financial statements. Other Legal and Regulatory Requirements In accordance with paragraph three of the Article 402 of the TCC, nothing significant has come to our attention that may cause us to believe that the Company may not continue its activities for the foreseeable future in accordance with Independent Auditing Standard 570 “Going Concern”. DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU LIMITED Burç Seven, SMMM Partner Istanbul, 2 March 2015 Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as “Deloitte Global”) does not provide services to clients. Please see www.deloitte.com/about for a more detailed description of DTTL and its member firms. Member of Deloitte Touche Tohmatsu Limited 02 ENKA İNŞAAT VE SANAYİ A.Ş. ANNUAL REPORT 2014 ANNUAL REPORT 2014 ENKA İNŞAAT VE SANAYİ A.Ş. 03 ENKA İnşaat ve Sanayi A.Ş. The Board of Directors’ Annual Report Reporting Period : 01.01.2014 - 31.12.2014 Registered Company Name : ENKA İnşaat ve Sanayi A.Ş. Registration or Incorporation : 1957 Registered Country : Istanbul / Turkey Chamber of Commerce Registration Number : 68194 Paid-in Capital : 3.600.000.000 TL (Turkish Lira) 2.230.411.647 US Dollars (equivalent) BS EN ISO 9001 : 2008 Registered Certificate No : FS 57544 BS EN ISO 14001 : 2004 Registered Certificate No : FS EMS 71388 OHSAS 18001 : 2007 Registered Certificate No : OHS 71389 ASME A : 2013 Registered Certificate No : 45151 ASME U : 2013 Registered Content Certificate No : 45152 Companies 04 ASME U2 : 2013 Registered The General Assembly Meeting 05 Certificate No : 45153 The Board of Directors 06 ASME S : 2013 Registered Executive Board 07 Certificate No : 45154 Chairman’s Message 08 Engineering&Construction 10 Corporate Governance Rating : 9.02 (November 2014 - Saha Kurumsal Yönetim ve Kredi Oil&Gas 13 Derecelendirme A.Ş.) Power Plants 21 Head Office Address : Balmumcu Mah., Zincirlikuyu Yolu No:10, 34349 Building Projects 37 Beşiktaş / İstanbul Infrastructure Projects 47 Phone : +90 (212) 376 10 00 (pbx) Group Companies 57 Fax : +90 (212) 272 88 69 Power 73 Real Estate 77 Officialebsite W : http://www.enka.com Trade 87 E-mail : [email protected] Social Activities 93 Financial Reports 119 Corporate Governance Principles TM BSI TM BSI TM BSI A A A A Compliance Report 120 S S S S M M M M Basic Ratios&Backlog 138 ACCREDITED ACCREDITED E E E E Independent Auditors’ Report 139 (FS 57544 ISO 9001) (FS 71388 ISO 14001) (FS 71389 ISO 1001) SAU U2 04 ENKA İNŞAAT VE SANAYİ A.Ş. ANNUAL REPORT 2014 ANNUAL REPORT 2014 ENKA İNŞAAT VE SANAYİ A.Ş. 05 COMPANIES THE GENERAL ASSEMBLY MEETING Date : March 27, 2015 ENGINEERING&CONSTRUCTION Time : 14:30 Address : Balmumcu Mahallesi, Hacı Faik Bey Sokak, No: 3 • ENKA İnşaat ve Sanayi A.Ş. ENKA Toplantı Merkezi Binası, • Çimtaş Çelik İmalat Montaj ve Tesisat A.Ş. Beşiktaş - İstanbul • Çimtaş Gemi İnşa Sanayi ve Ticaret A.Ş. • Çimtaş Boru İmalatları ve Ticaret Ltd. Şti. AGENDA • Cimtas (Ningbo) Steel Processing Co. Ltd. 1. Election of the General Assembly Presidential Board and authorization of the Presidential Board • Capital City Investment B.V. for signing the Minutes of the General Assembly Meeting. • Kasktaş Kayar Kalıp Altyapı Sondaj Kazık ve Tecrit A.Ş. 2. Reading and discussing the Annual Report of the Board of Directors and the Financial Statements for the fiscal year 2014. • ENKA Teknik Genel Müteahhitlik Bakım İşletme Sevk ve İdare A.Ş. • Titaş Toprak İnşaat ve Taahhüt A.Ş. 3. Reading and discussing the Report of Independent Auditors. • ENKA Holding B.V. 4. As per the regulations of the Capital Markets Board, informing the shareholders of the donations • ENKA Construction and Development B.V. made within the fiscal year 2014 under the framework of the Company’s current Donation and Aid Policy. • ENKA Power Systems B.V. 5. Approval of the 2014 Balance Sheet and Income Statement Accounts. POWER 6. Acquittal and release of the Board Members due to the Company’s activities for the fiscal year 2014. • Adapazarı Elektrik Üretim Ltd. Şti. 7. Election of the Board Members. • Gebze Elektrik Üretim Ltd. Şti. 8. As per the regulations of the Capital Markets Board, determination of the attendance fee for the • İzmir Elektrik Üretim Ltd. Şti. Board Members according to the principles set out in the Remuneration Policy Applicable to the Board Members and Administratively Responsible Managers. REAL ESTATE 9. Approval of the selection of the Independent Auditors recommended by the Board of Directors. • JSC Mosenka 10. As per the regulations of the Capital Markets Board, decision to be made on the distribution of the Balance Sheet profit of 2014 according to the current Profit Distribution Policy of the Company. • JSC Moskva Krasnye Holmy • ENKA Holding Investment S.A. 11. Informing the shareholders that there are no guarantees, pledges, mortgages and encumbrances given to the benefit of third parties as per the regulations of the Capital Markets Board. • City Center Investment B.V. 12. Approving the Authorization of the Board of Directors for deciding the distribution of the Advance • Limited Liability Company ENKA TC Dividend for the fiscal year 2015 in accordance with Article No.37 of the Articles of Association and within the scope of Capital Markets Board’s Communiqué No.II-19.1 dated January 23, 2014 TRADE for advance dividends. 13. Discussion and approval of a set off of the Dividend Advances to be distributed from any • ENKA Pazarlama İhracat İthalat A.Ş. distributable resources as given in the annual financial situation statement for the fiscal year 2015, • Entaş Nakliyat ve Turizm A.Ş. if insufficient profits are realized, or if losses should be suffered at the end of the fiscal year 2015. • Airenka Hava Taşımacılığı A.Ş. 14. Authorization of the Board Members to engage in businesses mentioned in Articles 395 and 396 • ENKA Finansal Kiralama A.Ş. of the Turkish Code of Commerce and in compliance with the Corporate Governance Principles, informing the General Assembly on any businesses engaged in, and performed by, the same within this framework during the fiscal year 2014. (The full list of the companies can be found in the Consolidated Financial Statements as of December 31, 2014). 15. Requests and recommendations. 06 ENKA İNŞAAT VE SANAYİ A.Ş. ANNUAL REPORT 2014 ANNUAL REPORT 2014 ENKA İNŞAAT VE SANAYİ A.Ş. 07 The Board of Directors Executive Committee Sinan Tara A. Mehmet Tara Chairman of the Board (Executive Member) Haluk Gerçek Vice Chairman of the Board (Executive Member) M. Gökhan Sağnaklar B. Burak Özdoğan C. Şan Gürdamar Özger İnal Erdoğan Turgut E.