2013 Annual Report 2 3 We Turn Great Fabrics Into Work of Art with Aesthetic Touches, Since the First Day That We Founded
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2013 Annual Report 2 3 We turn great fabrics into work of art with aesthetic touches, since the first day that we founded. While celebrating our 40th year, today, we enjoy the pride of being among the top five fabric manufacturers in the world. 4 5 fashion ART OF WOOL. FOR 40 YEARS! 6 7 CONTENTS AGENDA 09 Agenda 40-41 Research and Development AGENDA OF ORDINARY GENERAL ASSEMBLY MEETING ON MARCH 28, 2014 12-13 Letter from the Chairman 42-43 Environmental Policy 1. Opening and election of Chairman’s Panel. 14-15 Board of Directors 44-45 Sales 2. Reading and discussing the Annual Report of 18-19 Letter from the General Manager 46-47 Activities Board of Directors for the year 2013. 3. Reading and discussing the Auditors’ Report 20-21 Top Management 48 Risk Management and Internal Control Mechanism for the year 2013. 22-23 Management 4. Informing General Assembly about donations 49 Committees and aids provided during 2013. 24-25 Yünsa Time Tunnel 5. Approval of profit distribution policy. 50 Policy of Remuneration for Board of Directors and Top Level Directors 6. Reading, discussing and approval of the financial 26-27 Mission – Vision statements of the year 2013. 51 Other Issues Related with the Activities 28-29 Auditors’ Opinion on the 7. Releasing Members of Board of Directors due to their activities in 2013. Annual Report 52 Profit Distribution Policy and Proposal for Profit Distribution 8. Determination of the method, distribution and 32-33 Art of Being Leader In Every Corner earning share rates of the profit of the year 2013. of the World 53-59 Corporate Governance Principles 9. Determination of the limit of the donations to be Compliance Report made by company in the year 2014. 34-35 Yünsa in the World 60-124 Independent Auditor’s Report 10. Election of Auditor. 38-39 Products 8 9 ART OF BRANDING! 10 11 LETTER FROM THE CHAIRMAN Dear Stakeholders, 2013 was a year during which Turkish economy slowed down, the stagnation in Europe resumed and correspondingly, the competition heightened in wool fabric industry. Despite of such negative economic conditions, Yünsa has doubled its profit and achieved an important success. As our company especially increased his share in A and A+ upper segment as "ART OF well as achievements of important savings through operational efficiency incentive is important factors behind this success. GROWTH Celebrating its 40th year, our company is one of the most dynamic companies of our "Innovative and Entrepreneurial Industry Group". In 2014, while competitive market conditions continues WITH SOUND to prevail, Yünsa targets at furthering its turnover and profitability to upper levels especially by launching new strategic business STRATEGIES!" collaborations and business excellence incentives. On behalf of our Board of Directors, I'd like to thank and present my respects to our employees who raise the added value and claim of Yünsa in the industry with their commitments, to our customers, suppliers and all stakeholders due to their confidence in our company. Mehmet Nurettin PEKARUN 12 13 Mehmet Nurettin PEKARUN Finance Director and CFO, respectively. In 2011, appointed as BOARD OF DIRECTORS Chairman of the Board Of Directors H.Ö. Sabancı Holding Finance Director, since 2012, Oran has Mehmet Pekarun received his Industrial Engineering degree been the Head of H.Ö. Sabancı Holding Planning, Reporting from Bogazici University, and later obtained his MBA, with and Financing Department, Members of Brisa, Enerjisa Finance and Strategy Specialization, from Purdue University. Production, Teknosa and Temsa Board of Directors. Mr. Pekarun started his career in 1993, at General Electric’s (GE) Transportation Systems division in the USA. Between Hüsnü PAÇACIOĞLU 1996 and 1999, he worked as a Finance Manager responsible Member of the Board of Directors for Turkey, Greece, and Eastern Europe at GE’s Healthcare Hüsnü Paçacıoğlu earned his BSC in Industry Management division in Europe. Between 1999 and 2000, He worked as from Middle East Technical University (Ankara, Turkey) in the General Manager of GE Lighting Turkey. Between 2000 1963. Between 1964-1968 he served as the Investment and 2005, he moved to GE Healthcare’s Europe, Middle East, Specialist in Karabük Iron and Steel Works Enterprises and and Africa headquarter, first working as General Manager, as Public Relations and Ankara Region Manager, Public Sector Business Development, and then as General Manager, Sales Director, Professional and Technical Services Manager Medical Accessories. Mr. Pekarun was appointed as the Chief and Deputy General Manager in charge of Marketing, Sales, Executive Officer of Kordsa Global on March 1, 2006, and Products and Services (in chronological order) at IBM Turk as the President of Sabancı Holding’s Tire, Reinforcement between 1968-1996. Materials, and Automotive Strategic Business Unit on 20 September 2010. Tire, Reinforcement Materials, and Mr. Hüsnü Paçacıoğlu took over the position of General Automotive Strategic Business Unit was restructured as of Secretary in Sabancı University in 1996 and held this position March 1, 2011 and he is currently the President of Industry until 2005. Between 2006 and 2011, he served as Vice Strategic Business Unit. President of Board of Trustees and General Manager of the Hacı Ömer Sabancı Foundation (Sabancı Foundation). Mehmet GÖÇMEN Vice Chairman of the Board of Directors He is currently members of Sabancı Foundation Board of Born in 1957, Mehmet Göçmen completed his post graduate Trustee and Executive Board since July 1, 2011, except his degree in Industrial Engineering and Operational Research General Manager duty. at Syracuse University in the USA after completing his BA Degree at METU Industrial Engineering and his High Paçacıoğlu is the founding member of Safranbolu Culture "ART OF School education at Galatasaray High School. He began and Tourism Foundation, Hisar Education Foundation and his professional career at Çelik Halat ve Tel San. AŞ in 1983. member of Board of Trustees of Spastic Children Foundation Mr. Göçmen later worked as General Manager at Lafarge of Turkey (TSÇV) and Chairman and CEO of TSÇV and member TEAMING, IN AN Ekmel Beton AŞ and Business Development and Public of Information Foundation of Turkey. Affairs Vice Chairman position at Lafarge Turkey between 1996 and 2002. Between June 2003 and July 2008, Mehmet KAHYA IMPECCABLE Mr. Göçmen served as General Manager at Akçansa and Member of the Board of Directors he was appointed as Executive Vice President of Human Received his double major BS, with Cum Laude in Chemical Resources of Sabancı Holding on August 1, 2008. In addition Engineering and Economics from Yale University Mehmet HARMONY!" Mr. Göçmen has been appointed as The President of Cement Kaya has MBA on Finance, Marketing and Operations Strategic Business Unit as of July 20, 2009. In 2010, he Research, with honor, from Kellogg Graduate School of resigned from Executive Vice President of Human Resources Management. position and he is currently the President of Cement Strategic Business Unit. Began his career as Sasa Management Services Chief in Sabancı Holding, Mehmet Kaya founded and presided MKM Mevlüt AYDEMİR Inernational (Netherland) and Sibernetik Systems. Again Member of the Board of Directors joined as Vice President of Automotive Group, Mehmet Kaya Born in 1948 in Erzincan, Mevlüt Aydemir graduated from served as Temsa Vice President and President, Toyotosa Vice İstanbul University, Faculty of Economics. He worked for the President as well as Member of Sabancı Holding Planning Ministry of Finance as a Public Accountant between 1972 and and Direction Council and Board Members of Temsa 1981. He has carried out various functions at Sabancı Holding Toyotasa, Susa and Sapeksa. since 1981, and served as a member of board of directors in the group companies. He has been a member of the Board of Mehmet Kahya served as Managing Member and Vice Directors of Sabancı Holding since May 2010. Chairman of CarnaudMetalbox and then President of Uzel Machinery and Executive Board Member of Uzel Holding, Barış ORAN Vice President of DYO General Directorate and Paint Member of the Board of Directors Group, Member of Executive Board of Sarten Packaging, Graduated from Bogazici University Business Administration Vice Chairman of Gierlings Velpor and President of Assan Department, Barış Oran has a MBA degree in University of Aluminuim. Georgia. Began his career as an auditor in Price Waterhouse Coopers in 1995, Oran carried out functions in first audit He is currently providing services in the fields of strategies, and finance and treasury/capital markets in Sara Lee Corp. restructuring, profitability cycle, growth, acquisition and Chicago IL between the years 1998 and 2003. Between 2003 merger projects in the KRONUS company founded by him as and 2006, he served as Senior Manager at Ernst and Young well as serves as independent member of Board of Members responsible for first Minneapolis, MN, then in Europe, Middle of Yaşar Holding, Altınyunus, DYO, Viking Kağıt, Çimsa, Sasa, East, Africa and India Regions. In 2006, he began his career in Yünsa and as consultant in Board of Directors and Executive Kordsa Global and served as Internal Control Director, Global Boards of Farplas Group. 14 15 ART OF DEVELOPING INNOVATIVE IDEAS! 16 17 LETTER FROM THE Dear Valuable Stakeholders, For our company, the year 2013 was a year during which Another important issue we experienced in 2013 is the operational productivity and business processes are improved strike period during August. Due to the failure of reaching GENERAL MANAGER and reinforced and under the challenging competitive agreement on collective bargaining between Turkish Textile conditions, competitive advantages are heightened to turn Employers Union, in which our company is a member, and these conditions into opportunities. Growing by creating Turkish Textile Knitting and Clothing Employees Union, strike alternative markets and segments in line with changing has been an issue in 28 textile companies including our market conditions and growth trends ranked at the top priority company.