51TH ORDINARY GENERAL ASSEMBLY MEETING 2015 1 ACTIVITY REPORT OF IZOCAM TICARET VE SANAYİ ANONİM ŞİRKETİ PRESENTED TO THE 51TH GENERAL ASSEMBLY OF SHAREHOLDERS HELD ON 22nd MARCH 2016 İZOCAM TİCARET VE SANAYİ ANONİM ŞİRKETİ İstanbul Trade Registry : 90639 Mersis No : 0484002307900018 (Central Registry System) Web Address : www.izocam.com.tr E-mail : [email protected] Registered Capital Ceiling : 60.000.000, - (Sixty Million Turkish Lira) Issued Capital : 24.534.143,35 TL (Twenty four million five hundred thirty four thousand one hundred fourty three Turkish Lira thirty five Turkish Kuruş) 2 MAIN OFFICE, GENERAL MANAGEMENT AND PRODUCTION PLANT MAIN OFFICE, GENERAL MANAGEMENT Altayçeşme Mah. Öz Sok. No:19 Kat. 3-5-6, Maltepe / İstanbul Phone : +90 216 440 40 50 Fax : +90 216 440 40 70 DİLOVASI STONEWOOL PRODUCTION PLANT Dilovası Organize Sanayi Bölgesi 1.Kısım Dicle Caddesi No:8, 41455 Dilovası / KOCAELİ Phone: +90 262 754 63 91 / 5 line - 754 81 65 / 6 line Taşyünü Tesisleri Fax: +90 262 754 51 57 DİLOVASI GEBKİM PRODUCTION PLANT Gebze V (Kimya) Organize Sanayi Bölgesi Çerkeşli Köyü Yolu Üzeri Kocabayır Tepe Mevkii Kiplasma Cad. No:1, Dilovası / Kocaeli Phone: +90 262 754 63 80 İzopor ve Foamboard Tesisi Fax: +90 262 754 63 80 - 1 - 2 Tekiz Panel Tesisi Fax: +90 262 754 66 87 TARSUS GLASSWOOL AND XPS PRODUCTION PLANTS Şahin Mahallesi Sait Polat Bulvarı No: 376A 33401 Tarsus / MERSİN Phone : +90 324 616 25 80 / 8 hat Fax : +90 324 616 25 90 Fax (Satınalma) : +90 324 616 25 92 ESKİŞEHİR RUBBER AND POLYETHYLENE PRODUCTION PLANTS 75. Yıl Mh. Organize San. Bölgesi Şehitler Bulvarı No:17 Odunpazarı / Eskişehir Phone: +90 222 236 14 80 Fax: +90 222 236 14 79 3 REGIONAL SALES DIRECTORATES İSTANBUL REGIONAL DIRECTORATE Altayçeşme Mah. Öz Sok. No:19 Kat. 3, Maltepe / İstanbul Phone : +90 216 440 40 50 Fax : +90 216 415 16 30 ANKARA REGIONAL DIRECTORATE Ceyhun Atuf Kansu Cad. No:114 Bayraktar Center E Blok No:4 Balgat / Ankara Phone: +90 312 473 01 31 Fax: +90 312 472 00 34 ADANA REGIONAL DIRECTORATE Cemalpaşa Mahallesi Atatürk Caddesi Ethem Ekin Sokak Gökçe Rezidans No:66 Kat:1 D:4 01120 Seyhan / Adana Phone: +90 322 453 24 34 Fax: +90 322 453 24 41 İZMİR REGIONAL DIRECTORATE Şair Eşref Bulvarı Ragıp Şamlı İş Hanı No:6 Kat: 6 - 605 Çankaya / İzmir Phone: +90 232 484 57 85 - 484 31 78 Fax: +90 232 489 00 52 BURSA REGIONAL DIRECTORATE Kükürtlü Cad.No: 67 Tan İş Merkezi B-Blok D:7 16080 Osmangazi / BURSA Phone: +90 224 253 95 35 Fax: +90 224 255 60 13 ANTALYA OFFICE Etiler Mah. 829 Sokak A Plaza Bina No: 3 Kat: 2 Daire: 20 07010 Muratpaşa / ANTALYA Phone: +90 242 241 19 50 Fax: +90 242 242 39 84 DİYARBAKIR OFFICE Şanlıurfa Bulvarı, 3. km Dara Plaza Kat: 6 No: 36 Kayapınar / Diyarbakır Phone: +90 412 229 00 96 Fax: +90 412 229 06 79 ERZURUM OFFICE Dere Mah. Saray Bosna Cad. Yekeler Ofis Plaza Kat: 4 No: 25, Yakutiye / Erzurum Phone: +90 442 214 13 72 - 73 Fax: +90 442 214 13 74 4 CONTENTS Meeting Agenda 7 Mission - Vision - Core Values 8 Message From the Chairman 9 Message of General Manager 10 Board Activity Report 12 Organizational Structure 14 Board and Committies 15 İzocam Management 19 Financial Structure 30 Risk Management 34 Other Subjects 35 Commitment Report 36 Corporate Governance Compliance Report 37 Statement of Responsibility 65 Auditor’s Report Related With Early Detection Of Risk System And Committee 66 Independent Auditor’s Report Related With Annual Activity Report 67 Independent Auditors’ Report On The Financial Statements 68 Financial Results and Notes 69 5 6 IZOCAM TİCARET VE SANAYİ A.Ş. 51th ORDINARY GENERAL ASSEMBLY MEETING Date : 22nd March 2016, Tuesday, at 10:00 a.m. Address : Renaissance Polat Istanbul Hotel, Sahil Yolu Cad. No:2 Yesilyurt Istanbul, Turkey AGENDA: 1. Opening ceremony and election of the Presidential Board, 2. Disclosure and discussion of the Board of Directors Report, 3. Disclosure and discussion of the Independent Audit Report of Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik AŞ (E&Y). 4. Disclosure and approval of Financial Statement. 5. Seperately releasing of the members of the Board of Directors and auditors pertaining to their activities in the reporting year 2015, 6. Informing of the shareholders about dividend distribution policy in accordance with the Corporate Governance Principles. 7. Approval, approval upon amendment or disapproval of the distribution of the dividends out of the profit of 2015 reporting year and of the proposed date for dividend distribution, 8. Determination of the total number of Board Members, the election of the Independent Board Members who are proposed by Corporate Governance Committee. The selection and amendments of other Board Members together with the determination of their duty periods. Enligthtenment of shareholders about the tasks of board members outside the company and the related reasons. 9. Determination of remuneration to be paid to the Chairman and Board members, 10. Approval of Independent Audit Company selected by the Board of Directors, 11. Informing the shareholders about the wage policy for the board of directors and senior managers. 12. Informing and approval of the Shareholders about the amount and beneficiaries of the donations and grants to the associations and foundations by the Company for social aid purposes in the year 2015 and determining an upper limit for the grants to take place in 2016 under the Capital Market Board. 13. Pursuant to the regulations of the Capital Market Board, giving information to the Shareholders about revenues or benefits achieved through warrant, lien, mortgage and bailments given by the Company and subsidiaries thereof for the 3rd persons in 2015, 14. Informing of the Shareholders about the Share Buy Back Policy. 15. Authorization of the Board members as per Articles 395 and 396 of the Turkish Commercial Code in order to enable them to perform activities that fall within the scope of the Company’s business on their behalf or on behalf of third parties and to become shareholders to companies which perform such activities. 16. Informing General Assembly about whether there were important transactions in 2015 which may result in conflict of interest of shareholders who have management control, Board members, administrative managers and their spouses and relatives up to second degree or the subsidiaries. 17. Informing General Assembly about transactions with related parties in 2015. 18. Sign off the minutes of the General Assembly meeting by the Presidential Board. 19. Wishes. 7 IZOCAM´S MISSION Izocam undertakes the mission to; • be the leader in Turkey in the whole insulation sector, • keep the “Insulation means İzocam” image, • utilize the advance technologies, • be market driven and focused on customer delight, • produce world class products in environmentally friendly and safe plants, • improve its human resource base, • differentiate its products and services in parallel with the growing insulation awareness. IZOCAM´S VISION Being the reliable leader in Turkey and neighbourhood countries, our main objective is to achieve a healthy growth in the sector, to establish insulation and energy saving awareness, to maximize the benefit from insulation in favour of people and consequently, to preserve the environment. INDISPENSIBLE VALUES Our company, active in the insulation sector as a dependable leader both in our country and in neighbor countries since 1965, has always adopted growing and being a model company in every field by being engaged in activities which are beneficial for its country and for the environment as a principle. While realizing these purposes, we have arranged the principles leading us in our working life in order to determine, implement and protect the below values in line with our corporate structure to enhance the recognition and reliability of the brand Izocam both among the workers and in relations of our company with the third persons. Principles of Action Principles of Conduct Respect for the Law Professional Commitment Caring for the Environment Respect for Others Worker Health and Safety Integrity Employee Rights Honesty Solidarity 8 MESSAGE FROM THE CHAIRMAN We have celebrated and left behind our 50th year in 2015. As to the forthcoming period, we are targeting to be a stronger, further institutionalized company that carries its leader position within the industry a step further by projecting the knowledge and experience we have gained throughout those 50 years. Izocam will both continue to strengthen its corporate structure and also display the necessary determination and endeavor to work together with its personnel in order to create value for its entire stakeholders. The year we left behind was a period fall short of the mark for some us and one better-than expected for the others. But when we consider the fact that it was a year with a global economic outlook where the oil prices declined, and with our country going through two general elections, 2015 will be remembered as a period full of challenges. Moreover, 2015 was also a year where the regional and political risks are increased as well as the economic ones. Unfortunately, the circumstances in question have affected the economies and countries of the region adversely and this effect continues already. As Izocam, we are enjoying the pleasure of achieving, though hardly, our objectives in 2015 despite both the global and regional uncertainties and increased risks. We generate a net sales revenue of 370 million TL with an increase of 2% compared to 2014. Export sales constituted 63 million TL of the total sales of İzocam in 2015. Our revenue from export has decreased by 7.5% because of the challenges experienced in our export markets even if there is a 4.3% increase in domestic sales in 2015.