tÜmosan engine and tractor industry inc. · total number of employees of the company is 420 as of...
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TÜMOSAN ENGINE AND TRACTOR INDUSTRY INC.
ACTIVITY REPORT OF BOARD OF MANAGEMENT PREPARED FOR THE
ACCOUNT PERIOD OF JANUARY 1 - DECEMBER 31, 2013 WITH
REFERENCE TO CMB COMMUNIQUE II - 14.1
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
INDEPENDENT AUDITOR REPORT ON ANNUAL ACTIVITY REPORT
To the attention of the Partners of Tümosan Engine and Tractor Industry Inc.
1. As part of our independent audit, we have audited the accompanying financial statements and disclosures of the
financial information and the Board of Directors of Tümosan Motor ve Tractor Sanayi A.Ş. ("the Company") as of 31 December 2013 we are evaluating whether it is consistent with the same dated financial statements.
2. It is the responsibility of company management to prepare the annual activity report which is the subject of this
report in compliance with the Regulation on Determining the Minimum Content of Corporations' Annual Report.
3. ⇥ As an independent audit company, our responsibility is to present our opinion with relation to consistency of the
financial information included in the annual activity report with the independently audited financial statements
included in the independent audit report dated March 3, 2014.
We made our assessment in compliance with the principles and procedures in relation to preparation and
issuance of annual activity report that entered into force under Turkish Code of Commerce ("TCC") No.6102.
These regulations stipulate that the audit should be planned and conducted to provide a reasonable assurance
whether there is a significant mistake regarding the consistency of the financial information included in the
annual activity report with audited financial statements and the information obtained bu the independent auditor
during the audit or not.
We believe that our assessments provides a reasonable and sufficient basis for our opinion.
3. In our opinion, the financial information included in the attached annual activity report and the assessments and
explanations of Board of Management are consistent with the independently audited financial statements of
Tümosan Engine and Tractor Industry Inc. (Company) dated December 31, 2013.
Güney Independent Audit and Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi A member company of Ernst & Young Global Limited
(Signature)
Metin Canoğullar IAFA
Responsible Auditor
March 3, 2014
İstanbul, Turkey
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
1
A-INTRODUCTION
1. Period of Report:
This report covers the working period of January 01 - December 31, 2013.
2. Title of Partnership⇥:
TÜMOSAN ENGINE AND TRACTOR INDUSTRY INC.
3. Commissioned Boards in the
Period :
Board of Management:
Name - Surname
Position/Title
Term of Office
Whether an Independent Member of the Board of Management
Committees Involved and Duty
Nuri ALBAYRAK
Chairman of the Board of Management
3 years as of 13.05.2013
Not an Independent Member
Bayram ALBAYRAK
Deputy Chairman of Board of
3 years as of 13.05.2013
Not an Independent Member
Mesut Muhammet ALBAYRAK
Board Member
3 years as of 13.05.2013
Not an Independent Member
Corporate Governance Committee - Committee on Early Detection of Risk
Mehmet Faysal GÖKALP
Board Member
3 years as of 13.05.2013
Independent Member
Committee Responsible for Audit
Gülten YALÇIN
Board Member
3 years as of 13.05.2013
Independent Member
Corporate Governance Committee - Committee on Early Detection of Risk- Committee Responsible for Audit
They are obliged to perform the duties stipulated in Turkish Code of Commerce and Articles of Association.
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
2
4. Amendments to Articles of Association :
Amendment of articles 4, 8, 9, 10 and 14 of our company's articles of association is approved by Capital Market Board and the Ministry of Customs and Trade on 27.02.2013 and they were approved in the ordinary general assembly of our company held on May 13, 2013 at 10:00 AM. Tests of amendment are published on our web site.
5. Alterations in Capital :
There are no alterations in the capital of our company. Registered ceiling of capital and the amount of issued capital is currently as follows.
Issued Capital TL 115.000.000
Registered Capital Ceiling TL 500.000.000
6. Partner Structure and Voting Rights :
Group A shares has voting privilege and 1 Group A share has 15 (fifteen) voting rights. Half of the board members are selected by general assembly from among the candidates presented by A Group shareholders. In case the number corresponding half of the board members is fractional, then it is rounded down. Group B shares do not have any privileges.
Share Group
Registered/Bearer
Nominal Value of One Share (TL)
Number of Shares
Rate to Capital
Total Nominal Value (TL)
A Registered 1.00 12.000.000,00 10.43 12.000.000,00
B Bearer 1.00 73.000.000,00 63.48 73.000.000,00
B Bearer 1.00 30.000.000,00 26.09 30.000.000,00
TOTAL 100,00 115.000.000,00
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
3
PARTNERSHIP STRUCTURE
TOTAL
OTHE
R
HEDEF GİRİŞİM CAPITAL BAYRAM ALBAYRAK
NURİ ALBAYRAK
MUSTAFA ALBAYRAK
KAZIM ALBAYRAK
AHMET ALBAYRAK
MUZAFFER ALBAYRAK
EREĞLİ TEKSTİL
115.000.000,00 ⇥ 100.00% 22.140.993,74 19.25%
2.000.000,00 1.74%
2.000.000,00 1.74%
2.000.000,00 1.74%
2.000.000,00 1.74%
2.000.000,00 1.74%
2.000.000,00 1.74%
2.000.000,00 1.74%
78.859.006,26 68.57%
7. Information regarding the personnel, worker movements, collective bargaining practices, employee and worker rights and benefits:
Total number of employees of the Company is 420 as of 31.12.2013, 126 of which are White
Collars and 296 are Blue Collars. Provisions stipulated in Labor Law are applied for company
employees.
8. Information regarding the donations made by the partnership in the year :
The Company made Donations of Aids amounting TL 142.664 within 12 months.
9. Information regarding the organizations of company other than the head office :
Head Office of the Company is located in İstanbul and production facilities are in Büyük kayacık Mahallesi Aksaray Çevre Yolu Caddesi No:7/1 Selçuklu/Konya address.
10. Statement Regarding Important Administrative Sanctions and Penalties Imposed on the Company and Board Members Due To Practices Against the Provisions of Legislation :
None.
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
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11. Information Regarding Important Lawsuits Filed Against the Company and Potential Outcomes :
None.
12. Information Regarding the Conflicts of Interest Between the Company and Institutions that It Buys Services for Investment Consultancy and Rating and the Measures Taken by the Company to Prevent These Conflicts of Interest :
None.
B-operations
1.Administrative
operations
Board of
Management
Name - Surname
Position/Title
Term of Office
Whether an Independent Member of the Board of Management or not
Committees Involved and Duty
Nuri ALBAYRAK
Chairman of the Board of Management
3 years as of 13.05.2013
Not an Independent Member
Bayram ALBAYRAK
Deputy Chairman of Board of
3 years as of 13.05.2013
Not an Independent Member
Mesut Muhammet ALBAYRAK
Board Member
3 years as of 13.05.2013
Not an Independent Member
Corporate Governance Committee - Committee on Early Detection of Risk
Mehmet Faysal GÖKALP
Board Member 3 years as of 13.05.2013
Independent Member
Committee Responsible for Audit
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
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Gülten YALÇIN
Board Member
3 years as of 13.05.2013
Independent Member
Corporate Governance Committee - Committee on Early Detection of Risk- Committee Responsible for Audit
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They are obliged to perform the duties stipulated in Turkish Code of Commerce and Articles of Association.
Head Office Name Surname Position
Kurtuluş Öğün General Manager
Nizamettin Çevik Finance Manager
Fazlı Özaltın Sales Manager
Bülent Bolat Purchasing Manager
Kamil Kerim Köktürk Accounting Manager
Galip Öztürk Marketing Manager
Tevfik Günal Investor Relations Officer
Collective Bargaining Practices :
Our company does not have any personnel subject to collective bargaining.
Severance Pay Liability :
Severance pay liability of the company at the end of the period is TL 2.039.725.
Independent Audit Company
Auditing of our company's financial statements has been conducted by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi since 2008.
2. Subject of Activity of Company :
Tümosan Engine and Tractor Industry Inc. (formerly named as Alçelik Çelik Yapı İnşaat Sanayi ve Ticaret Anonim Şirketi) ("Tümosan" or "Company") was established in Ankara on 23.06.1976 pursuant to Cabinet Decree dated 13.11.1975 No. 7/10905 to produce engine
parts, drive train and similar equipment but later on the company intensified its operations on
the production of diesel engines and tractors. Being one of the first diesel engine producers,
Tümosan has produced diesel engines for tractors produced under the same brand and also
provided diesel engines to companies that produced diesel engined vehicles for long years.
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
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The company was included in the scope and program of privatization on August 18, 1998 and
Company shares owned by Mechanical and Chemical Industry Corporation were transferred
to the Directorate of Privatization Administration and it was decided to complete the
privatization procedures within one year.
4 companies participated in the tender of privatization of the company made on April 24,
2000 and the sales contract was respectively sent to the entrepreneurs determined as buyers
but because none of them signed the contract within the specified periods of time, their
warranties were registered as revenue and the tender was not concluded positively. Following
the tender, Tümosan continued its operations in a limited way and the Company was merged
with Sümer Holding A.Ş. upon decision of the Directorate of Privatization Administration
dated 03.02.2003 No. 2732 with all of its rights and obligations on the basis of the transfer
balance sheet prepared as of 30.11.2002 within the scope of privatization operations and thus
the legal entity of Tümosan Türk Motor Sanayi A.Ş. was brought to an end as of this date. Later on Tümosan's factory in Konya was registered at Konya Trade Registry with trade
registry number 26788 under the trade title of "Sümer Holding A.Ş. Tümosan/Türk Motor Sanayii İşletmesi" on 20.02.2003. Second privatization tender was went out in 2004 and
Tümosan's assets were bought by Alçelik Çelik Yapı İnşaat Sanayi ve Ticaret A.Ş. and handover procedures were completed on July 1, 2004. Alçelik Çelik Yapı İnşaat San ve Tic A.Ş. was established with a capital of TL 500.000 and amendment to articles of association in
reference to establishment was registered on 23.09.2003. The trade name of Alçelik Çelik
Yapı İnşaat San ve Tic A.Ş. was changed in the extraordinary general assembly meeting on 29.12.2010 into TÜMOSAN Engine and Tractor Industry Inc. and the said change was
registered on 06.01.2011.
Addresses of head office and factory of the Company are below.
Head Office: Yeşilköy Mahallesi, Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8, 34149, Bakırköy- İstanbul Factory: Büyükkayacık Mahallesi Aksaray Çevre Yolu Caddesi No:7/1 Selçuklu/Konya/Turkey
GENERAL INFORMATION ABOUT TÜMOSAN ENGINE AND TRACTOR INDUSTRY INC.
1. Information on the activity of the
business: Company Profile: 93 thousand square meters of indoor area built on an area of 1.6 million square meters
Biggest capacity of tractor production in Turkey under a single roof
Engine Production Capacity : 75.000/year - three shifts.
Tractor Production Capacity : 45.000/year - three shifts.
Public Offering : December 5, 2012
BIST Symbol: TMSN
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
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2. Information Regarding Public Offering of the Company :
Capital Before Public Offering: TL 105.000.000
Capital Increase: TL 10.000.000
Capital After Public Offering: TL 115.000.000
Upper Limit (Ceiling) of Registered Capital: TL 500,000,000
Partner Sales: TL 20.000.000
Total Shares Offered to Public: 30.000.000
Free Float Rate: 26.09%
Public Offering Price: TL 4,00
Request Collection Dates: November 28-29-30
Public Offering - Public Listing Date: December 5, 2012
Sales price of a share with a nominal value of TL 1 is determined as TL 4,00.
Dividend Policy
By the decision taken in the ordinary general assembly held on 13.05.2013, TL 26.749.000 of the profit for 2012 is distributed in cash on 31.05.2013.
It is planned to distribute dividend regularly from profits of 2013 and following years. Necessary announcements will be published on Company's web site and PDP.
Protocol Signed Regarding the Receivables from Related Parties
In compliance with the protocol signed between the Company and related party
partnerships, TL 15.764.808,44 of the total receivables amounting TL 82.4 million
was paid to our company on 20.12.2012 and the remaining TL 77.095.546,76 was paid
on 05.06.2013 with interest rate specified in the protocol.
Bonus Share Distribution
Bonus (additional) Group B bearer shares of Tümosan at the rate of 4% were
transferred to the accounts of investors who purchased TMSN shares through Public
Offering and kept them in their accounts for 90 days. A total of 266.641,738 TMSN
shares were transferred to investors on 06.03.2013.
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
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Buy Back Commitment
Controlling Shareholder of our Company, Ereğli Tekstil bought back 15.359.006,26 shares within the first 10 days pursuant to its Buy Back Commitment at Public Offering.
Financial Performance Guarantee for Fiscal Year 2013
Controlling partner of the Company, Ereğli Tekstil will distribute bonus shares to compensate the deviation, if the average of FAVÖK and Net Profit of the Parent Partnership to be calculated according to the financial statements of TÜMOSAN which are audited pursuant to Capital Market Legislation for 2013 will be less than TL 72.5 million. Bonus shares will be distributed among all shares traded at the Exchange following the disclosure of year end financial statements for 2013. Rate of additional shares to be distributed will be limited to 50%. The condition of having participated in public offering in distribution will not be sought.
3. İMKB Special Circumstances Disclosures :
Special circumstances that our institution is obliged to perform are notified to Public
Disclosure Platform. These special circumstances can be reviewed at web address of
www.kap.gov.tr .
4. Corporate Governance Compliance Report :
Necessary attention was paid to implement the principles included in "Corporate Governance
Principles" issued by Capital Market Board (CMB) during the account period of January 1 -
December 31, 2013 and Corporate Governance Compliance Report is attached in
APPENDIX-1.
5. Research and Development operations :
R&D Center of TÜMOSAN was established in 2005.
It carries on its operations at İTÜ Technopark.
R&D works continue basically on Vehicle Design, Transmission and Diesel Engine.
42 engineers are employed at R&D Center.
R&D Center implementation workshops are located in Konya.
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
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0
R&D Works:
Completed Projects
• 4WD Front Axle
• 16 x 16 Gearbox
• Stage III-A and Stage III-B Engine
• 3 and 4 cylinder tractor design
• Design and Production of 115 HP Tractor (MAXIMA)
• Reduction of the noise level of TÜMOSAN Tractor Engines and production of prototype.
• Design, prototype production and industrial application works in reference to converting TÜMOSAN diesel engines into LPG and CNG fueled engines.
Projects in Progress
• Design of New Generation Tiered 3-4-6 Cylinder Turbo Intercooler Diesel Engine Compatible with Stage IV Emission Standards
• Design and Development of Hydraulic-Powered, 4 Wheel Drive, Self-Propelled Cotton Picking Vehicle
Planned Projects
• Development of Electronic Control Unit for Heavy Tonnage Vehicles
• Self-Propelled spraying machine
• Telehandler
6. Investing activities :
The net cash earned (used) from investing activities in the relevant period amounts to TL
55.943.516. Details are provided in the relevant footnotes of financial statements.
7. Production Capacity :
Having the biggest capacity of tractor production under one roof in Turkey, the Company has
the potential of increasing the capacity if needed on the current complex
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
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without making additional investment in land. Tümosan has the annual capacity of producing
15.000 tractors and 25.000 diesel engines in a single shift. 3 cylinder diesel engines in the
range of 50-85 HP and 4 cylinder diesel engines in the range of 75-115 HP are being
produced. Annual tractor production capacity is 15.000 in a single shift and 45,000 in three
shifts. Considering the said capacity ratios, it is one of Turkey's major tractor production
plants.
Tractor Production
• Production of 3 and 4-cylinder tractors in the range of 50-115 HP.
• Production lines are composed of CNC transfer benches.
• Works to increase productivity and reduce costs in production lines are in
progress.
Diesel Engine Production
• A total of 170 thousand diesel engines have been produced in the last 3 decades.
• Diesel Engines:
• 3 cylinder engines in conformity with European Union emission standard Stage III-A;
• 50 - 55 - 65 - 75 - 85 HP
• ⇥4-cylinder engines; 75 - 85 - 95 - 105 - 110 - 115 HP
• Production preparations for 125 HP Engine
8. Production and Sales :
TÜMOSAN 2012 2013
PRODUCTION
6.611 9.166
SALES 6.735 9.325
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
11
Sales: 2013 2012
Domestic Sales
440.471.992
285.933.089
Exports 5.111.287 7.590.857 Sales discounts and refunds (497.786) (1.961.552)
Total Sales, net 445.085.493 291.562.394
Cost of Sales: 2013 2012
Primary Material and Supply Expenses
315.688.813
214.137.198
General Production Expenses 15.999.664 12.672.138 Amortization and Redemption 4.954.967 4.444.448 Personnel Expenses 7.533.619 5.950.188 Change in Work in Process Inventories 2.109.251 1.220.648 Change in Finished Goods Inventories (5.495.994) (5.746.712)
340.790.320 232.677.908
Cost of Sold Commodities
7.154.122
5.284.391
7.154.122 5.284.391
Total cost of sales (-) 347.944.442 237.962.299
Gross Profit 97.141.051 53.600.095
2013 2012
Tractor Sales 433.795.619 284.792.533 Engine Sales 2.918.361 2.127.294 Spare Part Sales 8.371.513 4.642.567
Total Sales 445.085.493 291.562.394
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
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9. Basic Indicators : Financial statements are prepared in compliance with the "Communique on Financial
Reporting in Capital Market" of CMB Series II, No.14.1.
Balance Sheet
Current period Previous period
Independently audited
Independently Audited (revised)
Footnote Assets References December 31,
2013 December 31, 2012
Current assets 188.979.813 252.744.117
Cash and cash equivalents 5 5.353.636 22.021.784
Financial investments 6 242.251 -
Trade receivables 53.792.169 52.370.805
Receivables from unrelated parties 9 53.481.090 51.962.276
Trade receivables from related parties 29 311.079 408.529
Other receivables 29 131.435 78.742.029
Other receivables from related parties 29 131.435 78.742.029
Inventories 10 96.405.746 67.260.905
Pre-Paid Expenses 2.848.724 1.098.775
Other current assets 19 30.205.852 31.249.819
Fixed assets 98.429.090 75.278.795
Financial fixed assets, net 11 84.212.934 72.394.794
Intangible fixed assets, net 12 7.801.456 2.163.406
Investment properties 14 358.982 367.847
Other receivables 29 6.055.718 -
Other receivables from related parties 29 6.055.718 - Other fixed assets 19 - 352.748
Total assets 287.408.903 328.022.912
Current period Previous period
Independently audited
Independently Audited (revised)
Footnote references
Resources December 31,
2013 December 31, 2012
Short term liabilities 50.583.033 124.871.921
Short term borrowings 7 639.468 4.817.900
Short term portions of long term borrowings 7 2.906.810 16.659.031
Other financial liabilities - 25.916.317
Trade payables 33.398.269 53.908.496
- Trade payables to related parties 29 139.962 68.777
- Trade Payables to Unrelated Parties 9 33.258.307 53.839.719
Payables ⇥ within ⇥ the scope of ⇥ employee benefits
18
1.064.414
1.822.892
Deferred expenses 1.556.375 5.963.558
Liability for period income tax 27 4.319.199 7.838.393
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
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Short term provisions 6.365.912 4.789.147
- Short term provisions related to employee benefits
17
518.366
385.980
- Other short term provisions 15 5.847.546 4.403.167
Other short term liabilities 19 332.586 3.156.187
Long term liabilities 3.135.147 4.661.182
Long term borrowings 7 41.512 1.797.539
Long term provisions 2.039.725 1.582.941
- Long term provisions related to employee benefits
17
2.039.725
1.582.941
Deferred tax liability 27 1.053.910 1.280.702
Equities 233.690.723 198.489.809
Equities Paid-in capital 20 115.000.000 115.000.000
Share premiums 20 13.074.563 26.241.624
Financial fixed assets valuation fund 2.3.1 39.371.136 39.371.136
Reserves on retained earnings 20 3.954.095 85.576
Other accumulated incomes or expenses not to be reclassified for profit or loss
227.596
341.015
- ⇥ Actuarial gains/losses fund from retirement plans
18
227.596
341.015
Accumulated Losses - (12.092.063)
Net profit for the period 20 62.063.333 29.542.521
Total liabilities and equities 287.408.903 328.022.912
Income Statement
Current period Previous period
Independently
audited
Independently Audited
(revised)
Footnote references
January 1-
December 31, 2013
January 1-
December 31, 2012 Continuing operations
Revenue 21 445.085.493 291.562.394 Cost of sales (-) 21 (347.944.442) (237.962.299)
Gross Profit 21 97.141.051 53.600.095
Research and development expenses (-)
22
(1.964.326)
(920.888)
Marketing, sales and distribution expenses (-) 22 (16.101.761) (12.934.475) General administrative expenses (-) 22 (4.870.280) (5.456.829) Other real operating incomes 24 2.690.543 3.270.561 Other real operating expenses (-) 24 (2.431.963) (1.288.602)
Real operating profit 74.463.264 36.269.862
Incomes from investing activities
759.777
-
Profit from operations before financing income 75.223.041 36.269.862
Financial incomes
25
7.884.429
12.947.316
Financial expenses (-) 26 (6.318.081) (11.695.225)
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
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Profit before tax 76.789.389 37.521.953
Tax expense - Tax expense for the period (-)
27
(14.924.493)
(7.838.392)
- Deferred tax income / (expense) 27 198.437 (141.040)
Net profit for the period 62.063.333 29.542.521
Other comprehensive income/(expense):
Actuarial losses/gains calculated within the scope of employee benefits Tax effect
2.3.1
(141.774)
28.355
117.243 (23.449)
Other comprehensive income (after tax) (113.419) 93.794
Total comprehensive income
61.949.914
29.636.315
Gains per share for principal shareholders (full TL) 28 0,5397 0,2569
Weighted average number of shares
(average share at the price of TL 1)
115.000.000
115.000.000
10. Board Report :
Dear Partners,
We present you the Activity Report of Tümosan Engine and Tractor Industry Inc. for the
period of 01.01.2013-31.12.2013. Our report includes general information about our
company, assessments of company management regarding the operations in 2013, information
regarding public offering and relationships of the Company with sectors. Financial statements
dated 01.01.2013-31.12.2013 are included in the last section of the report. Financial results
provided in this report are prepared within the framework of the communique of Capital
Market Board, Series II, No. 14.1 and their announcements accounting for this communique
and in compliance with Turkish Accounting Standards published by Public Oversight,
Accounting and Auditing Standards Authority (KGK).
APPENDIX-1
CORPORATE GOVERNANCE COMPLIANCE REPORT 1. Implementation of the Corporate Governance Principles issued by the Capital Market
Board are of decisive and increasing importance for our Company. In this context our
Company continues to comply with Corporate Governance Principles and make
improvements and adjustments in issues to be complied with due to developing conditions.
The Compliance Report drawn up to include the applicable and non-applicable aspects of the
said principles
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
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is available on the website of our Company, (www.tumosan.com.tr .
Within the framework of the provisions of the Communique on Determination an
Implementation of Corporate Governance Principles of Capital Market Board, (Corporate
Governance Communique) all mandatory principles except independent members and
committees required to be established are complied with. Some of the non-mandatory issues
have been complied with but structuring that would lead overemployment, increased
operational expenses and consequently decrease dividend income of Company partners are
avoided.
Unimplemented Corporate Governance Principles are not likely to cause any conflict of
interest. Implementations in reference to corporate governance principles are as follows.
SECTION I - SHAREHOLDERS
2. Investor Relations Department:
"Investor Relations" department was established to work on protection of exercising share
ownership rights, report to Board of Management and maintain the relationships between
Board of Management and shareholders.
Principal tasks of the department are to;
a. procure the records related to shareholders to be kept healthy, secure and up-to-date,
b. reply written information requests of shareholders in reference to company with the exception of information not disclosed to public, confidential information and trade secrets,
c. ensure the general assembly meetings are held in compliance with applicable legislation, Articles of Association and other intercorporate regulations,
d. prepare the documents that shareholders can benefit from at general assembly
meetings,
e. ensure recording voting results and conveying the reports regarding the results to
shareholders,
f. looking after and monitoring all matters in reference to public disclosure including legislation and information policy of the company.
g. ensure all kinds of questions asked by the shareholders and stakeholders to be accurately answered as soon as possible by establishing the required coordination; pay necessary attention to protect internal information in the shared information.
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
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h. pay regard for quarterly financial reports to be prepared in compliance with capital market legislation, articles of association and Corporate Governance Principles issued by CMB and results of General Assembly to be recorded wholesomely.
i. ensure active usage of "Investor Relations" section on Company's web site for public
disclosure; procure the special circumstances disclosures, informing presentations, relevant
corporate information and the information and data stipulated by regulatory authorities and
Corporate Governance Principles of CMB to be up to date.
j. pay regard to Corporate Governance Principles issued by CMB to inform the
shareholders an stakeholders and for public disclosure.
k. report the works of Investor Relations Department to Board of Management about
once every 6 and 12 months and whenever it is considered necessary.
l. follow share price performance and make suggestions to improve price performance.
Investor Relations Department has replied all information requests conveyed via phone, e-
mail and in the interviews with investors as of the date of its establishment in detail within the
Information Policy of TÜMOSAN Engine and Tractor Industry Inc.
Contact Information;
Unit Supervisor: Tevfik Günal
Affiliated General Manager of Company: Kurtuluş
Öğün
Phone: 0212 468 19 88
E-mail: [email protected] - [email protected]
Address: Yeşilköy Mah. Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8 Bakırköy/İstanbul
3. Exercise of the Right to Information by Shareholders :
In order for the shareholders of the company to exercise their right to information immediate
action was taken and necessary adjustments made on the current web site of the company with
respect to informing the investors. For this purpose the stipulated information under capital
market legislation were added and an e-mail address dedicated to investors was put into
service.
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
17
There is no distinction between the shareholders regarding their exercising the right to
information and review and all information are shared with shareholders with the exception of
trade secrets. Queries sent to Investor Relations Department are replied by phone or in writing
by consulting with the top official of the relevant matter with the exception of confidential
information and trade secrets.
Membership procedures to CRA which is established to record and monitor capital market
instruments are completed and the shares representing the capital are recorded and monitored
within the framework of dematerialization principles.
Although the right to request a special auditor as an individual right is not regulated in our
Articles of Association, according to Article 438 of Turkish Commercial Code every
shareholder may request clarification of certain events by a special audit from general
assembly if the right to information and examination was previously exercised when it is
required to use his/her shareholder rights. Until today shareholders did not make any request
in this respect. In addition, operations of the Company are periodically audited by the
Independent Auditor selected at the General Assembly.
4. General Assembly Meetings :
Procedure of General Assembly meetings is applied to ensure maximum participation of our
shareholders. It is also ensured that the minutes of the meetings are always accessible in
writing or in electronic environment.
General Assembly meetings are convoked by the Board of Management pursuant to the
provisions of Turkish Code of Commerce (TCC), Capital Market Law and Articles of
Association of the Company. When the Board of Management makes a decision to hold the
General Assembly, all necessary invitations and explanations are made through PDP and
starting from 2013, invitations to, announcements of, participation and voting in General
Assemblies are being made by using the Electronic General Assembly System (EGAS)
included in Central Registry Agency.
Financial statements and activity reports are made available at the Company Headquarters at
least 21 days prior to General Assembly. Announcements of General Assembly meetings are
published on company's web site at least 3 weeks in advance. Following notification of
financial statements to İMKB and printing the activity report all information and reports are delivered to the addresses of demandants in writing via post, fax or e-mail as fast as possible.
The records are made available at places where the shareholders can easily access including
electronic environment.
Attention is paid to put the information that would affect exercising the rights to serve their
purposes into use of shareholders in electronic environment. Attention is paid to make the
information such as financial statement and other reports including annual activity report,
profit distribution suggestion, suggestions regarding amending the Articles of Association,
organizational changes and important changes regarding the operations of company available
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
18
for the shareholders to easily access at company headquarters and branches and also in
electronic environment.
Information document drawn up regarding the agenda and articles of agenda of general
assembly and other documents forming the basis of articles of agenda are kept open for
inspection as of the announcement date of convocation. Commercial affairs with group
companies and other partners are conducted within the framework of market prices. Attention
is paid to prepare the periodic financial statements and footnotes in a manner to present the
financial status of company and activity report of the company to include detailed information
about all operations.
Minutes of Ordinary General Assembly Meeting, 2012
Ordinary general assembly of Tümosan Engine and Tractor Industry Inc. for 2012 was held
on Monday, May 13, 2013 at 10:00 AM at the head office of the company in Yeşilköy Mahallesi, Atatürk Cad No: 10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8, 34149, Bakırköy- İstanbul address under the supervision of Mr. Selahattin AVŞAR, the Ministry Representative, who was commissioned with the official letter of İstanbul Governorship's Provincial Directorate of Customs and Trade No.90726394-47/5092. The meeting is
commenced in physical environment and Electronic General Assembly System.
Meeting invitation was announced as stipulated in the law and articles of association together
with its agenda in Turkish Trade Registry Gazette dated 26/04/2013, Issue 8308, page 1165
and in Yenişafak Newspaper dated 19/04/2013 in due of time.
The list of shareholders obtained from Central Registry Inc. in accordance with the
Communique on Book-Entry Capital Market Instruments and Book-Entry Transactions of
Relevant Rights No. IV/28 issued by Capital Market Board and the lists of Those Who Attend
the Meeting in Electronic Environment and Those Who Physically Attend the Meeting were
controlled. Then the List of Attendants is controlled and it was understood thata total of
80.918.876 shares out of 115.000.000 shares that correspond to capital of the company
amounting TL 115.000.000 were represented in the meeting.
Distribution of the shares in the meeting was as follows; 2.000.000 Group A shares
corresponding to capital amounting TL 2.000.000 were present personally, 77.569.911,06
Group B shares corresponding to capital amounting TL 77.569.911,06 were present by proxy,
1.348.964,94 Group Bshares corresponding to capital amounting TL 1.348.964,94 were
present personally. Therefore it was clear that the minimum meeting quorum stipulated both
in the law and articles of association was present and the meeting is opened by Mr. Selahattin
AVŞAR without needing to comply with the ceremony regarding invitation to general assembly meeting as stipulated by article 416 of Turkish Code of Commerce and discussion
on the agenda started.
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
19
1. It was unanimously accepted to select Nuri ALBAYRAK as Chairman of the Meeting,
Tevfik GÜNAL as Vote Collector and Hayrettin KÖKTAŞ as Clerk. 2. Granting authorization to Meeting Council to sign the minutes of meeting was
unanimously decided.
3. Reading and discussing the financial statements, activity report of the board and
auditor's report for 2012 separately was discussed. As said reports were submitted for
examination of our partners before the meeting in compliance with the periods stipulated in
the law at Public Disclosure Platform (PDP), on our company's web site and at the head office
of the Company, Chairman put to vote of general assembly whether it is necessary to read
them again or not and it was unanimously decided that it is not necessary to read them again.
Council Chairman asked if anybody was asking to speak on Balance Sheet and profit and loss
accounts. When it was understood that nobody wanted to have a word financial statements,
activity report of the board and auditor's report for 2012 were unanimously approved at the
end of the voting.
4. In line with the suggestion to recover the loss amounting TL 8.117.901,97 present in
the account of retained losses in accordance with legal records of our Company by offsetting
it from premiums on sale of share certificates, distribute the net profit for the period resulting
from the operations in 2012, it was unanimously decided to spare TL 1.644.320 as legal
reserve, distribute TL 26.749.00 to partners in cash, transfer the remaining profit to
extraordinary reserves and distribute the profit on 31.05.2013.
5. Dividend distribution policy of our Company for 2102 an subsequent years was
submitted for our partners' information and it was unanimously approved.
6. Internal Directive about the Basis and Procedures of Company's General Assembly
was submitted for general assembly's approval and it is unanimously approve in the attached
form.
7. Salary policy of the Company was submitted for general assembly's information and it
was unanimously approved.
8. Discussion is made on approval of independent audit company selected by the Board.
At the end of the voting "Güney Bağımsız-Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (A member of Ernst & Young Global Limited)" was unanimously approved
as the independent audit company for 2013.
9. Amendment of articles 4, 8, 9, 10 and 14 of our articles of association in order to hold
the company's general assembly meetings in electronic environment and to comply with
Turkish Code of Commerce was submitted for partners' information and it was unanimously
approved.
10. Number and term of office of Board Members was discussed. At the end of the voting
the following partners who were present at the meeting were unanimously selected as board
members for a period of three years: Nuri ALBAYRAK with T.R. Identity Number of
14114928358, who resides in Yeşilköy Mahallesi, Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8, 34149, Bakırköy- İstanbul address; Bayram ALBAYRAK with T.R. Identity Number of 14117928294, who resides in Yeşilköy Mahallesi, Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8, 34149, Bakırköy- İstanbul address; Mesut Muhammet ALBAYRAK with T.R. Identity Number of 13925934602
ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF
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20
who resides in Yeşilköy Mahallesi, Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8, 34149 address; Mehmet Faysal GÖKALP with T.R. Identity Number of
32548802822 , who resides in Uşak University, İİBF Dekanlığı 1 Eylül Kampüsü/UŞAK address; and Gülten YALÇIN with T.R. Identity Number of 44020037202 , who resides in
Yeşilköy Mahallesi, Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8, 34149, Bakırköy- İstanbul address. 11. The subject of granting discharge to Board Members for their operations, acts and
works in 2012 was discussed. At the end of the voting where the Board Members who were
disfranchised, it was unanimously decided to grant a discharge to Board Members and
Auditors separately for their operations, acts and works in 2012.
12. The subject of paying a salary to Board Members was discussed. It was unanimously
decided not to pay a salary to Board Members and pay a honorarium of TL 5.000 (net)per
month to independent members.
13. It was unanimously decided to entitle the controlling shareholders, board members,
senior management and their spouses and up to the level of secondary cognates and relatives
by marriage to make transactions which would cause conflicts of interest and compete with
company or affiliates and perform the business of Company personally or on behalf of others
and be partners of such companies and make other transactions stipulated in Articles 395 and
396 of Turkish Code of Commerce.
14. Wishes and requests are heard and the meeting is adjourned.
Statement of Profit Appropriation :
TÜMOSAN ENGINE AND TRACTOR INDUSTRY INC. STATEMENT OF PROFIT APPROPRIATION FOR 2012 (TL)
1. Paid-In / Issued Capital 115.000.000,00
2. Total Legal Reserves (According to Legal Records)
85.576
Information regarding privileges in profit appropriation pursuant to Articles of Association if there is any
There Is No Privilege in Profit Appropriation.
According to CMB
According to Legal Records
(LR) 3 Profit (Loss) for the Period 37.639.196 41.147.344 + Taxes Payable (-) 8.002.881 8.260.963 5 Net Profit for Period (=) 29.636.315 32.886.382 6 Accumulated Losses (-)
7 Primary Legal Reserve (-) )
1.644.319 1.644.319
8/(a) Unrealized Capital Gains are Considered
0
ACTIVITY REPORT OF BOARD OF MANAGEMENT
FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
21
Net Distributable Profit for Period
8/(b) Unrealized Increases of Value (-)
0
8/(c) Unrealized Decreases of Value (+)
0
8/(d) Net Distributable Profit for the Period, Unrealized Capital Gains are not Considered
0
9 Donations made During the Year (+)
26.200
26.749.000
10 Net distributable loss for the period with the addition of donations to calculate the first dividend
0 11 First Dividend to
Shareholders 0
-Cash 26.749.000 -Free of Charge 0 -Total 0 12 Dividend Distributed to
Privileged Shares
13 Dividend to Board Members, employees etc.
14 Dividend Distributed to Owners of Redeemed Shares
15 Second Dividend to Partners
16 Secondary Legal Reserves
17 Statutory Reserves
18 Special Reserves
19 EXTRAORDINARY RESERVES
1.269.196 4.493.063 20 Other Resources Stipulated
to Distribute
-Profit for Previous Year -Extraordinary Reserves -Other Distributable
Reserves Pursuant to Law and Articles of Association
INFORMATION ABOUT DISTRIBUTED PROFIT SHARE RATE INFORMATION GROUP REGARDING DIVIDEND
PER
SHARE TOTAL
DIVIDEND TOTAL
AMOUNT AT
ACTIVITY REPORT OF BOARD OF MANAGEMENT
FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
22
OF TL 1 (TL)
DIVIDEND PER SHARE
RATIO (%) GROSS A 2.791.200,00 23.26
B 23.957.800,00 23.26 TOTAL 26.749.000,00
NET A 2.372.400,00 19.77 B 20.363.100,00 19.77 TOTAL 22.735.500,00
RATIO OF DISTRIBUTED PROFIT SHARE TO NET DISTRIBUTABLE PROFIT FOR THE PERIOD PLUS DONATIONS
AMOUNT OF PROFIT SHARE DISTRIBUTED TO PARTNERS (TL)
RATIO OF DISTRIBUTED PROFIT SHARE TO NET
DISTRIBUTABLE PROFIT FOR THE PERIOD PLUS
DONATIONS (%) 26.749.000,00 95.47
5. Voting Rights and Minority Rights :
Group A shares has voting privilege and 1 Group A share has 15 (fifteen) voting rights. Half of the board members are selected by general assembly from among the candidates presented by A Group shareholders. In case the number corresponding half of the board members is fractional, then it is rounded down. Group B shares do not have any privileges.
Group A shareholders have 15 (fifteen) votes for 1 (one) share and Group B shareholders
have 1 (one) vote for 1 (one) share in ordinary and extraordinary general assembly meetings.
A voting right arising from a share on which there is usufruct right can be used either by the
beneficial owner or their proxies. If the share is owned by more than one person, the common
representative can cast the vote.
In general assembly meetings votes are taken by show of hands. However upon request of the
owners of twentieth of the capital represented by the shareholders present, secret voting
method is used.
There is no provision in Company's Articles of Association regarding representation of minority shares in the management and there is no regulation regarding cumulative voting method either. Since the controlling shareholders don't stipulate voluntary implementation regulation stated in capital market legislation,
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ACTIVITY REPORT OF BOARD OF MANAGEMENT
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the provisions regarding the current General Assembly quorum apply.
6. Right to Dividend :
In accordance with our company's Articles of Association, there is no privilege regarding
participation in company's profit through partnership interest. [The company] decided to
determine the dividend distribution policies with regard to the year of 2012 and subsequent
years pursuant to regulations of Capital Market Board. Based on this decision, the profit
distribution suggestion prepared by the Board of Management is submitted for General
Assembly's approval at the meeting held on May 13, 2013 at 10:00 AM. According to this
suggestion, our company’s policy regarding dividend distribution in 2012 and subsequent
years will base on the profit for the period included in financial statements drawn up within
the current legal regulations (after deducting reserves to be spared pursuant to laws, taxes,
funds, financial payments and loss of the previous year, if any) and the distributable dividend
to be calculated by considering provisions of relevant legislation and articles of association
and equity ratio, sustainable growth rate, market value and cash flows of the company will be
distributed on the date (dates) to be determined in compliance with the regulations of Capital
Market Board either in cash or by distributing the shares to be issued by adding the dividend
to capital free-of-charge or some part in cash and some part as free-of-charge share
distribution. Profit distribution policy is determined as follows.
Dividend Policy
The below dividend policy determined by the Board of Management will be submitted for
General Assembly's information.
[The company] decided to determine the dividend distribution policies with regard to the year
of 2012 and subsequent years pursuant to regulations of Capital Market Board. Based on this
decision, the profit distribution suggestion prepared by the Board of Management will be
submitted for General Assembly's approval. According to this suggestion, our company’s
policy regarding dividend distribution in 2012 and subsequent years will base on the profit for
the period included in financial statements drawn up within the current legal regulations (after
deducting reserves to be spared pursuant to laws, taxes, funds, financial payments and loss of
the previous year, if any) and the distributable dividend to be calculated by considering
provisions of relevant legislation and articles of association and equity ratio, sustainable
growth rate, market value and cash flows of the company will be distributed on the date
(dates) to be determined in compliance with the regulations of Capital Market Board either in
cash or by distributing the shares to be issued by adding the dividend to capital free-of-charge
or some part in cash and some part as free-of-charge share distribution.
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ACTIVITY REPORT OF BOARD OF MANAGEMENT
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7. Transfer of Shares :
There is no regulation in Company's Articles of Association that makes transfer of shares difficult.
SECTION II - PUBLIC DISCLOSURE AND TRANSPARENCY
8. Information Policy :
Our company disclose the values of capital market instruments that it issues or important
events and developments that would effect investment decisions of investors to public as soon
as it becomes aware of them via special circumstance disclosures in conformity with the
principles of equality, sincerity, impartiality, consistency and convenience. Information that
would prevent competitive power of company and accordingly bear harmful consequences
with regard to company, shareholders and stakeholders and trade secrets shall not be included
in the announcements. Information sent to Public Disclosure Platform are published on
company's web site as soon as possible. Confidentiality of the information subjecting to
special circumstance disclosures is ensured with a protocol signed between those who are
listed as authorized to access the internal information and company till they are disclosed to
public. Financial reports prepared in compliance with International Financial Reporting
Standards (IFRS), Capital Market Legislation and CMP's Corporate Governance Principles
and independently audited at every 6 and 12 months and the attached documents are
published on Public Disclosure Platform in line with CMP and BIST regulations following
their approval by the Board of Management. Pursuing Capital Market regulations in line with
Corporate Governance Principles, maintaining relationships with capital market institutions,
meeting information requests of shareholders and investors, enabling them to exercise their
rights of share ownership, providing information flow with respect to General Assemblies by
various ways including our web site and ensuring the required coordination underlie our
information policy.
Chairman and Members of the Board, General Manager or Investor Relations Department are
entitled to make announcements to all information channels including press to inform the
public and hold meetings with shareholders, investors, analysts and stakeholders. Principle of
equality in invitation is adhered for this meetings. All presentations made and reports
submitted at these meetings are published on company's web site. Requests of interview,
declarations and similar requests by press are evaluated and replied in accordance with its
information policy by the company.
News and rumors reported in media organs or public about our company are pursued through
periodicals monitored by Investor Relations Department. Special circumstance disclosures are
made that include information other than comments and technical analyses made basing on
our company's announcements and whether the news and rumors that are considered to effect
the value of capital market instruments issued by the company and investment decisions of
investors significantly are true and sufficient or not. All questions of our partners
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ACTIVITY REPORT OF BOARD OF MANAGEMENT
FOR THE ACCOUNT PERIOD OF
JANUARY 1 - DECEMBER 31, 2013
PARTNERSHIP STRUCTURE
TOTAL
OTHER
HEDEF GİRİŞİM CAPITAL BAYRAM ALBAYRAK
NURİ ALBAYRAK
MUSTAFA ALBAYRAK
KAZIM ALBAYRAK
AHMET ALBAYRAK
MUZAFFER ALBAYRAK
EREĞLİ TEKSTİL
are replied either in writing or verbally by Investor Relations Unit within the scope of
information policy and by paying regard to principle of equality provided that they comply
with the provisions of Capital Market Law and not regarded as trade secrets. These questions
and their answers are also published on Frequently Asked Questions section of our web site.
Our Board of Management is authorized to pursue and develop the information policy.
9. Company's Web Site and Its Content
Information included in Corporate Governance Principles of CMB are posted on the corporate
web site of the company (www.tumosan.com.tr ) both in Turkish and in English and these
information is regularly updated.
10. Activity Report :
Within the framework of the provisions of the Communique on Determination an
Implementation of Corporate Governance Principles of Capital Market Board, (Corporate
Governance Communique) all mandatory principles except independent members and
committees required to be established are complied with. Some of the non-mandatory issues
have been complied with but structuring that would lead overemployment, increased
operational expenses and consequently decrease dividend income of Company partners are
avoided.
Unimplemented Corporate Governance Principles are not likely to cause any conflict of
interest.
11. Disclosure of Ultimate Real Person Controlling Shareholder/Shareholders
Present table is as follows. Information in reference to this matter are published in Public
Disclosure Platform and are constantly updated.
115.000.000,00 ⇥ 100.00% 22.140.993,74 19.25% 2.000.000,00 1.74% 2.000.000,00 1.74% 2.000.000,00 1.74% 2.000.000,00 1.74% 2.000.000,00 1.74%
2.000.000,00 1.74% 2.000.000,00 1.74% 78.859.006,26 68.57%
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JANUARY 1 - DECEMBER 31, 2013
12. Disclosure of Persons Who Have Access to Internal Information to Public
When it is considered that they might have information and strategic decisions that only the
top management of the company would know, the names of the said persons are not disclosed
as there is no legal obligation. Because these information should not be known by company's
competitors who are active in company's field of activity and not to be disclosed to third
persons and public. This information includes those which have great importance for
economic success and productivity of the company such as corporate structure, organization,
financial-economic-cash status, research and development studies, operating strategy, raw
material sources, technical specifications of production, pricing policies, market shares,
wholesaler and customer networks, trade secret nature of records and data in documents and
electronic environment. Information regarding those who have access to internal information
are kept in the file prepared to retain them for 8 years and submit to the Board and Stock
Exchange upon request.
Name
Surname Title NURİ ALBAYRAK CHAIRMAN OF THE BOARD BAYRAM ALBAYRAK DEPUTY CHAIRMAN OF THE BOARD MESUT MUHAMMET ALBAYRAK BOARD MEMBER FARUK ALBAYRAK BOARD MEMBER MUHAMMET SİNAN ALBAYRAK BOARD MEMBER MUSTAFA ALBAYRAK FOUNDER OF THE COMPANY KAZIM ALBAYRAK FOUNDER OF THE COMPANY AHMET ALBAYRAK FOUNDER OF THE COMPANY MUZAFFER ALBAYRAK FOUNDER OF THE COMPANY KURTULUŞ ÖĞÜN GENERAL MANAGER NİZAMETTİN ÇEVİK FINANCE MANAGER BÜLENT BOLAT PURCHASING MANAGER FAZLI ÖZALTIN SALES MANAGER KAMİL KERİM KÖKTÜRK DEPUTY ACCOUNTING MANAGER TEVFİK GÜNAL INVESTOR RELATIONS OFFICIAL MUSTAFA ŞAHİN HEAD OF HUMAN RESOURCES MURAT İHSAN DEMİRAĞ HEAD OF LOGISTICS DEPARTMENT ENİSHAN ÖZCAN DEPUTY R&D (ENGINE) MANAGER ZAFER AKBULUT R&D (PRODUCT) MANAGER E. ÖMER TÜRKOĞLU PRODUCTION (ASSEMBLY) MANAGER ÜZEYİR ARSLANGİL QUALITY CONTROL MANAGER OSMAN BABAOĞLU FACTORY MANAGER MUHAMMET İBRAHİM SADIKOĞLU PRODUCTION PLANNING MANAGER HÜSEYİN TUNCER ENGINEERING MANAGER AHMET IŞIK MACHINERY ENERGY MANAGER RAMAZAN KILINÇ PRODUCTION (METAL CUTTING)
MANAGER HÜSEYİN KÖYLÜ ADMINISTRATIVE AFFAIRS MANAGER GALİP ÖZTÜRK MARKETING MANAGER
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SECTION III - STAKEHOLDERS
13. Informing the Stakeholders
Employees, suppliers, customers and third persons who are in direct relationship with
company are subject to equal operations and communication as stakeholders. All stakeholders
are informed in matters that concern them and our company holds necessary organizations,
information meetings, planned studies and regulations including required explanations in this
respect.
14. Participation of Stakeholders in Management :
Practices that would enable stakeholders to participate in improvement works regarding
administrative matters, express their opinions and make assessments in this respect are
executed within the establishment. Meetings aimed at improving quality and productivity
where employees, suppliers and customers can reflect their requests are being carried out in
line with company policies.
15. Human Resources Policy
Our company aims at continuously improving working environment and conditions within the
framework of contemporary management understanding, laws and standards and informing all
parties that has relationship with.
16. Rules of Ethics
No donations have been made during the period. In the letter obtained from T.R. Konya Governorship Provincial Directorate of Environment and Forestry
dated 06.05.2009 and numbered 648/2812, it is stated that the Company activity is not within
the scope of Environmental Impact Assessment Regulation (EIA).
Company's ethical rules are disclosed to public on its corporate website. While production
operations are determined in line with this mentality, the attention is focused on areas that
contribute to environmental sustainability and pay attention to long term benefit of society
and economy. The concept of social responsibility within the framework of this mentality is
an indivisible part of the business model of Company.
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SECTION IV – BOARD OF MANAGEMENT
17. Structure and Formation of Board of Management :
Name - Surname
Position/Title
Term of Office
Whether an Independent Member of the Board of Management or not
Committees Involved and Duty
Nuri ALBAYRAK
Chairman of the Board of Management
3 years as of 13.05.2013
Not an Independent Member
Bayram ALBAYRAK
Deputy Chairman of Board of
3 years as of 13.05.2013
Not an Independent Member
Mesut Muhammet ALBAYRAK
Board Member
3 years as of 13.05.2013
Not an Independent Member
Corporate Governance Committee - Committee on Early Detection
Mehmet Faysal GÖKALP
Board Member 3 years as of 13.05.2013
Independent Member
Committee Responsible for Audit
Gülten YALÇIN
Board Member
3 years as of 13.05.2013
Independent Member
Corporate Governance Committee - Committee on Early Detection of Risk- Committee Responsible for Audit
Board Members' terms of office are determined as 3 years in Articles of Association. The
members whose terms of office expire at the end of this period can be selected again. In case
any membership becomes vacant for any reason, Board of Management temporarily appoints
a person who is vested with the legal conditions stipulated in Turkish Code of Commerce and
Capital Market legislation as board member and submits it to the approval of the next General
Assembly. Thus the selected member completes the term of former member.
The number and qualifications of independent board members are determined pursuant to
regulations of Capital Market Board regarding corporate governance. Pursuant to Corporate
Governance
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Principles, there should be at least 2 independent members in the Board of Management.
Gülten Talçın and Mehmet Faysal Gökalp were selected as Independent Members in the Ordinary General Assembly Meeting for 2012 Held on 13.05.2013.
Declarations of independence of Independent Members are available within our company and
these members who are identified below maintain their independence criteria.
General Assembly permitted that Board Members, senior executives and their cognates up to
secondary level are entitled to make transactions which would cause conflicts of interest and
compete with Company or affiliates and perform the business of Company in person or on
behalf of others and be partners of companies that deal with such businesses and make other
transactions stipulated in Articles 395 and 396 of Turkish Code of Commerce. stipulated in
Articles 395 and 396 of Turkish Code of Commerce. There have been no conflicts of interest
between the Company and Board Members until today.
Nuri ALBAYRAK - Chairman of the Board:
He was born in 1959 in Of/Trabzon. High school graduate. His business life began in 1980s
with personnel transportation. Nuri Albayrak served as Vice President of Istanbul
Metropolitan Municipality Sports and President of Trabzonspor Club for a while.
Bayram ALBAYRAK - Deputy Chairman of the Board:
He was born in 1956 in Of/Trabzon.His business life began in 1980s with personnel
transportation. Currently he manages Waste Management business of the group.
Mesut Muhammet ALBAYRAK- Board Member:
He was born in Trabzon/Of in 1981. Graduate of Fatih University, Faculty of Management
and acts as board member at some of the group companies.
Prof.Dr. Mehmet Faysal Gökalp – Board Member– Independent Member:
Mr. Mehmet Faysal was born on 06.10.1966 in Midyat and he is the Dean of Uşak University, Faculty of Economics and Administrative Sciences He is married and father of 2 children.
Gülten Yalçın- Board Member - Independent Member:
She was born on 01.04.1962 in Çorlu She is graduated from Gazi University, Faculty of
Economics and Administrative Sciences, Department of Management and simultaneously
completed Ankara University, Faculty of Law, Banking and Commercial
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Law Research Institute Department of Banking and Ankara University Teacher Certification
Programs. She has CMB licenses of Corporate Governance Compliance Rating and Credit
Rating.
Kurtuluş Öğün - General Manager:
He was born in Sarıkamış, in 1948. Graduate of Turkish Land Forces College and Turkish Land Forces Academy. He is a retired major general and acting as general manager in
Tümosan as of 2004
18. Principles of Activity of Board of Management :
The qualifications sought in selection of board members of our company are in line with
qualifications included in our Articles of Association, CMB legislation and Corporate
Governance Principles. 19 meetings were held in 2013 and decisions were taken
unanimously.
DECLARATIONS OF INDEPENDENCE OF INDEPENDENT BOARD MEMBER CANDIDATES 1)
I hereby declare that I run as a candidate to be an “Independent Member” of the Board of Management of TÜMOSAN Engine and Tractor Industry Inc. (Company) pursuant to the criteria specified in the Articles of Association of the Company and Corporate Governance Communique No. II-17.1 announced by Capital Market Board (CPM) and in this context that;
a) there have been no employment relationship with the Company, the partnerships the management of which are controlled by the company or in which the company has significant influence and with partners who control the management of the company or who have significant influence within the company and with legal entities management of which are controlled by these partners and me, my spouse, my second degree blood relatives and relatives by marriage as an executive to take on important tasks and responsibilities, I and the aforementioned persons did not have more than 5% of the capital or voting rights or privileged shares of such legal entities either together or alone or did not establish any significant commercial relationship with such entities within the last five years,
b) I have not worked as a partner (5% and above) or an executive to take on important tasks and responsibilities or as a board member of companies that the company sells significant amount of goods or services to or buys significant amount of goods and services from under the agreements regarding auditing (including tax audit, legal audit, internal audit), rating of and consultancy for the company within the last five years, particularly during the periods when services or goods are bought or sold,
c) I have necessary vocational education and training, knowledge and experience to properly
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perform the tasks that I will take on as an independent board member,
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d) provided that it complies with the legislation that I am bound up with, I will not be a full time employee of public institutions and organizations with the exception of being an academician at any university,
e) I am regarded as a resident of Turkey under the Income Tax Law (ITL) dated 31/12/1960 and 19/12/1960 No.193,
f) I would positively contribute to the operations of company, I can remain neutral in disputes between the company and shareholders, I have strong ethical standards, professional dignity and experience to freely make decisions by considering the rights of stakeholders,
g) I am able to spare sufficient time for company affairs to follow the operations of the company and properly fulfill the requirements of the tasks that I will take on,
h) I did not act as a board member of the company more than six years during the last ten years,
i) I did take on any task as an independent board member of more than three companies controlled by the company or the partners who control the company and more than five publicly traded companies in total,
j) I am not registered and announced on behalf of a legal entity which is selected
as a Board Member.
Gülten Yalçın
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2)
I hereby declare that I run as a candidate to be an “Independent Member” of the Board of Management of TÜMOSAN Engine and Tractor Industry Inc. (Company) pursuant to the criteria specified in the Articles of Association of the Company and Corporate Governance Communique No. II-17.1 announced by Capital Market Board (CPM) and in this context that;
a) there have been no employment relationship with the Company, the partnerships the management of which are controlled by the company or in which the company has significant influence and with partners who control the management of the company or who have significant influence within the company and with legal entities management of which are controlled by these partners and me, my spouse, my second degree blood relatives and relatives by marriage as an executive to take on important tasks and responsibilities, I and the aforementioned persons did not have more than 5% of the capital or voting rights or privileged shares of such legal entities either together or alone or did not establish any significant commercial relationship with such entities within the last five years,
b) I have not worked as a partner (5% and above) or an executive to take on important tasks and responsibilities or as a board member of companies that the company sells significant amount of goods or services to or buys significant amount of goods and services from under the agreements regarding auditing (including tax audit, legal audit, internal audit), rating of and consultancy for the company within the last five years, particularly during the periods when services or goods are bought or sold,
c) I have necessary vocational education and training, knowledge and experience to properly perform the tasks that I will take on as an independent board member,
d) provided that it complies with the legislation that I am bound up with, I will not be a full time employee of public institutions and organizations with the exception of being an academician at any university,
e) I am regarded as a resident of Turkey under the Income Tax Law (ITL) dated 31/12/1960 and 19/12/1960 No.193,
f) I would positively contribute to the operations of company, I can remain neutral in disputes between the company and shareholders, I have strong ethical standards, professional dignity and experience to freely make decisions by considering the rights of stakeholders,
g) I am able to spare sufficient time for company affairs to follow the operations of the company and properly fulfill the requirements of the tasks that I will take on,
h) I did not act as a board member of the company more than six years during the last ten years,
i) I did take on any task as an independent board member of more than three companies controlled by the company or the partners who control the company and more than five publicly traded companies in total,
j) I am not registered and announced on behalf of a legal entity which is selected
as a Board Member.
M. Faysal Gökalp
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19. Number, Structure and Independence of the Committees Established in Board of Management :
The number and qualifications of independent board members are determined pursuant to
regulations of Capital Market Board regarding corporate governance. According to corporate
governance principles, there should be at least 2 independent members in the board of
management. Gülten Talçın and Mehmet Faysal Gökalp were selected as Independent Members in the Ordinary General Assembly Meeting for 2012 Held on 13.05.2013.
The number of Board Members of the Company is kept at a minimum to ensure that the
decisions can be taken quickly and effectively. In this context, since the Committee
Responsible for Audit should be composed of only independent members and chairmen of
other committees should also be independent members, one member can be appointed to more
than one committee.
20. Risk Management an Internal Control Mechanism :
WORKING PRINCIPLES OF THE COMMITTEE ON EARLY DETECTION OF RISK OF
TÜMOSAN ENGINE AND TRACTOR INDUSTRY INC.
1. ESTABLISHMENT
Within the scope of the provisions of Article 378 of Turkish Code of Commerce No. 6102 and
the Communique on Determination and Implementation of Corporate Governance Principles
issued by Capital Market Board, the “Committee on Early Detection of Risk” (“Committee”)
is established within the Company to give advices and make recommendations to Board of
Management for early detection of risk and create an efficient risk management system.
2. PURPOSE
Purpose of the Committee on Early Detection of Risk is giving advices and making
recommendations to our Board of Management in the areas of early detection, evaluation,
calculation of the impact and possibilities of strategic, operational, financial and any other
risks which would endanger existence, development an continuity of the Company;
management and reporting of these risks in compliance with the corporate risk-taking profile
of the Company; implementation of required measures with regard to detected risks;
consideration of them in decision mechanisms and constitution and integration of efficient
internal control systems in this direction within the scope of this regulation and legislation.
3. POWER AND SCOPE
All kinds of resource and support is provided by Board of Management for the Committee to
do its duties. Committee may convene any executive if its necessary and receive his/her
opinion.
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Committee may take advantage of the opinions of independent experts in matters they
consider necessary. The Company covers the consultancy service charges that the Committee
needs.
When the new Board of Management is selected in Ordinary General Assembly meeting, they
select the Committee on Early Detection of Risk for a term which is equal to the term of the
Board. Committee members perform their duty till the new committee is selected.
Committee reviews and assesses the sufficiency of task and working principles and submits
the relevant amendment suggestions for Board's approval.
Committee acts within the framework of power and responsibility given them by the Board
and gives advices to the Board. However, power and responsibility of the committee shall not
annihilate the responsibility of the Board under Turkish Code of Commerce.
4. STRUCTURE OF THE COMMITTEE
Committee is composed of at least 2 (two) members selected by the Board. Committee
President is selected from among the Independent Board Members. Chief Executive Officer
and General Manager shall not be committee members. If necessary, experts in one's subject
who are not Board Members can also be the members of the committee.
5. COMMITTEE MEETINGS
Committee can meet as often as required to ensure the committee does their duties efficiently.
Committee submits an assessment report to Board of Management once every 2 (two)
months, refers to dangers if any and present solutions. This report is also sent to the auditor.
Committee makes an assessment of themselves with respect to their duties and performance
once a year and notifies the results of this assessment to Board of Management.
6. DUTIES AND RESPONSIBILITIES
Duties of the Committee:
Performing works to determine the principles to define potential risk factors that might effect
company's operations and attaining its objectives, determine what to do to detect them early
and manage these risks.
Reviewing the risk management system at least once a year.
Procuring determination of duties and responsibilities of internal control systems for early
detection of risks.
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Reporting the works performed on early detection of risks and management and potential
results of existing risks to Board of Management.
Performing other duties assigned/to be assigned to Committee under the regulations of CMB
and Turkish Code of Commerce.
Investigating important complaints regarding the management notified to partnership,
procuring closure and conveying the related notifications of the employees to the management
in compliance with the principle of confidentiality.
7. ENFORCEABILITY
These working principles of the Committee on Early Detection of Risk shall enter into force
upon their approval by Board of Management. Board of Management is entitled to revise and
update the said principles when necessary.
Duties and Working Principles of the Committee Responsible for Audit
I. PURPOSE AND SCOPE
Article 1 - Purpose of this regulation is determining the duties and working principles of the
Committee Responsible for Audit (Committee) to be established by the Board of TÜMOSAN
ENGINE AND TRACTOR INDUSTRY INC. (Company).
The Committee shall assist the Board of Management in matters such as preparing the
accounting system of the company in compliance with capital market legislation and the
principles included in this regulation, disclosing financial information to public under the
supervision of operating and efficient internal control system and by assessing the matters
during their examination, it shall report them to Board of Management.
II. BASIS
Article 2- This document is drawn up in compliance with regulations, provisions and
principles included in Capital Market Legislation and Corporate Governance Principles issued
by Capital Market Board.
The Committee is authorized to convene relevant persons and representatives of relevant
institutions, internal and external auditors (Auditors) and experts in their subjects including
Company employees and Affiliates to be informed and also receive external legal and
professional consultancy when needed.
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III. ORGANIZATION
Establishment
Article 3 - The Committee is established and authorized by Board of Management. The
Committee also may benefit from the opinions of independent experts in matters related to its
operations if needed. Cost of consultancy services needed by the Committee Responsible for
Audit shall be covered by the Company.
Committee's term of duty shall be parallel to the term of the Board. However the Committee
shall be reconstituted upon completion of predetermined orientation process of the new
Board.
The Committee acts within its powers and responsibilities and give advices to the Board but
duty and responsibility of the Committee shall not annihilate the responsibility of the Board
arising from Turkish Code of Commerce.
Membership
Article 4 - The Committee is composed of at least two members selected from among the
independent board members of the Company. If the committee is composed of more than two
members, majority of members shall be board members who don't directly undertake any
executive function such as general manager or member of executive committee and who are
not duly authorized for managerial affairs.
Committee Meetings
Article 5 - The Committee meets at the head office of the Company if required. Timing of
committee meetings shall correspond to the timing of board meetings as far as possible.
The Committee submits a report that includes determinations and recommendations regarding
its duties and responsibilities to the Board.
IV. DUTIES AND
RESPONSIBILITIES Independent
External Audit
Article 6 - The Committee Responsible for Audit takes the necessary measures for the
independent external audit to be made efficiently, sufficiently an transparently. In this context
selection of independent audit company, preparation of independent audit contracts,
commencement of audit process and works of independent audit company at every phase shall
be made under the supervision of the Committee.
Independent audit company that the company will buy service from and services of this
company shall be determined by the committee responsible for audit and submitted for the
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Board's approval. In this
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context, the Committee shall approve all kinds of fees and compensations of the independent
external auditor related to audit of the Company.
The Committee reviews the scope and approach of the audit proposed by external auditors;
informs the Board regarding the matters that limit the scope of their works or hinder their
performance and makes suggestions.
Before making a proposition for selection of the independent audit company, a report stating
if there is any issue that would damage independency of the independent audit company by
taking the consultancy services of the independent audit company into consideration.
The Committee procures the problems determined during or at the end of the audit made by
independent external auditors and suggestions about elimination of these problems to be
submitted for the Committee's information on time and discussed.
The independent audit company submits important matters regarding accounting policy of the
Company and its implementation, alternative options of implementation and public disclosure
within the scope of international accounting standards which were conveyed to Company
management previously and their likely results and implementation proposals for the
Committee's information in writing.
The Committee may invite the executives and internal and external auditors they consider
necessary to committee meetings and receive their opinions. The Committee also conducts
meetings with independent external auditors and discusses the matters that the Committee or
the auditors want to discuss in private.
Internal Control
Article 7 - The Committee takes necessary measures for the internal auditing of the Company
to be made efficiently, sufficiently and transparently. For this purpose, the Committee reviews
woks and organizational structure of internal audit department of the Company and make
suggestions to Board of Management regarding establishment of the basis of a healthy
internal audit at the Company and affiliates, definition of powers and responsibilities of
internal audit department, procurement of internal audit processes to be conducted in writing
and operation and monitoring the established structure.
The Committee reviews and assesses the internal audit report prepared by the internal audit
department of the Company and presents opinion to the Board. In addition, it investigates
whether the warnings made or advices given by the Auditors in relation to internal control are
made applicable or not.
The Committee is immediately informed about the important events faced with during the
internal audit and those related to operation of internal control system. The issues that limit or
hinder the work of internal auditors are submitted by the Committee for the Board's
information and suggestions are made to annihilate these issues.
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The Committee reviews the accountability of management regarding security and operation of
the computer system of the Company and crisis plans to be implemented to transfer the
processes into records and protect them if the computer system becomes inoperative.
The Committee develops measures that reveal the events such as misconduct in internal
control or similar matters or that cause contradiction to laws and regulations or deficiency.
With this purpose in mind, it reviews the tracking system that the Company developed for
compliance with laws and regulations, disciplinary measures and results of investigations and
tracking in this respect and makes suggestions to management to make necessary
arrangements and transactions.
Accounting System and Financial Reporting
Article 8 - The Committee audits the periodic financial statements and footnotes to be
disclosed to the public in accordance with existing legislation and international accounting
standards and notifies the management board in writing, taking into account the opinions of
the Company's responsible managers and the independent audit company.
The Committee reviews the activity report to be disclosed to public and checks whether the
information included are accurate and consistent with the information that the Committee has.
The Committee reviews the legal issues relate to important accounting and reporting matters
and investigates their impact on financial statements.
Other Responsibilities
Article 9 - The Committee examines the complaints of partners and stakeholders related to
financial statements of the Company, internal control system, independent audit or subject
and activity and brings them to a conclusion. It is the responsibility of the Committee to
establish the necessary infrastructure for such complaints to reach to the Committee and their
assessment.
The results of the audits and investigations carried out by the regulatory authorities are
reviewed by the Committee and proposals concerning the necessary corrections are submitted
in writing to Board of Management.
It is the Committee's duty to pay regard to procurement of compliance with legal adjustments
and internal regulations within the Company and adapt the changes in legal adjustments
related to operations of the Company to structure of the Company. In this context the
Committee are informed by the relevant departments to be able to track the obligations
stipulated by legal legislation.
If it considers necessary, the Committee may commence special audits and reports the results
of audit to Board of Management. The Committee may appoint experts in their subjects to
assist the Committee in such audits.
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The Committee submits possible conflicts of interest between Board Members, executives
and other employees and misuse of the Company's trade secrets for Board of Management's
information and makes suggestions with respect to measures to be taken to prevent them.
The Committee also carries out other supervision and monitoring operations requested by
Board of Management.
V. BUDGET
Article 10 - All kinds of resource and support is provided by Board of Management for the
Committee to carry on its duties.
VI. ENFORCEABILITY
Article 11 - This adjustment and related amendments with respect to duties an working
principles of the Committee enter into force by the decision of Board of Management.
Duties and Working Principles of Corporate Governance Committee
I. PURPOSE AND SCOPE
Article 1 - Purpose of this regulation is determining the duties and working principles of
Corporate Governance Committee (Committee) to be established by the Board of TÜMOSAN
ENGINE AND TRACTOR INDUSTRY INC. (Company). The Committee is responsible for
tracing whether the corporate governance principles are implemented within the Company or
not in compliance with capital market legislation and the principles included in this
regulation, determining the reasons of not completely complying with these principles and
conflicts of interest arising from this, performing works to improve the situation and offering
suggestion to Board of Management in this respect.
II. BASIS
Article 2- This document is drawn up in compliance with regulations, provisions and
principles included in Capital Market Legislation and Corporate Governance Principles issued
by Capital Market Board. The Committee is authorized to convene relevant persons and
representatives of relevant institutions, internal and external auditors and experts in their
subjects including Company employees and Affiliates to be informed and also receive
external legal and professional consultancy when needed.
III. ORGANIZATION
Establishment
Article 3 - The Committee is established and authorized by Board of Management. The
Committee also may benefit from the opinions of independent experts in matters related to its
operations if needed. Cost of consultancy services needed by the Committee shall be
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covered by the Company. Committee's term of duty shall be parallel to the term of the Board.
However the Committee shall be reconstituted upon completion of predetermined orientation
process of the new Board.
The Committee acts within its powers and responsibilities and give advices to the Board but
duty and responsibility of the Committee shall not annihilate the responsibility of the Board
arising from Turkish Code of Commerce.
Membership
Article 4 - The Committee is composed of at least two members selected from among the
board members of the Company. If the committee is composed of two members, both of them
and if it is composed of more than two members, majority of members shall be board
members who don't directly undertake any executive function such as general manager or
member of executive committee and who are not duly authorized for managerial affairs.
Committee President is selected from among the Independent
Board Members. Committee Meetings
Article 5 - The Committee meets at the head office of the Company if required. Timing of
committee meetings shall correspond to the timing of board meetings as far as possible.
The Committee submits a report that includes determinations and recommendations regarding
its duties and responsibilities to the Board.
IV. TASKS AND
RESPONSIBILITIES Compliance
with Corporate Governance
Principles
Article 6 - The Committee is responsible for tracing whether the corporate governance
principles are implemented within the Company or not, determining the reasons of not
completely complying with these principles and conflicts of interest arising from this and
offering improvement suggestions to Board of Management in this respect. In this respect, the
Committee determines unimplemented matters related to corporate governance principles that
would be beneficial for the Company and shareholders and offers suggestions to carry them
into effect in accordance with the structure of the Company and affiliates.
The Committee works on the Company's internal regulations and amendments to be made for
the corporate governance principles to be understood, adopted and implemented by
Company's employees and presents the results to Board of Management.
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Board of Management
Article 7- The committee carries out works to establish a transparent system with respect to
determination, evaluation and training of appropriate candidates for Board of Management
and determine the policies and strategies in this respect. The Committee develops proposals
regarding the number of Board of Management and executives, determines approaches,
principles and implementations for performance evaluation, career planning and conferral of
board members and executives and supervises the developments.
Conferral of board members is determined in the manner to reflect the performance of board
members and associate it with performance of the Company. The Committee makes justified
suggestions in this regard.
Investor Relations
Article 8- The Investor Relations Unit is established to ensure compliance with the legislation,
articles of association and other internal regulations in exercising shareholder rights and
procure the necessary measures to be taken to exercise these rights performs its duties under
the president of corporate governance committee. Investor Relations Department works on
exercising shareholder rights, reports to Board of Management and procures communication
between Board of Management and shareholders.
"Investor Relations" department was established to work on protection of exercising share
ownership rights, report to Board of Management and maintain the relationships between
Board of Management and shareholders.
Principal tasks of the department are to;
• procure the records related to shareholders to be kept healthy, secure and up-to-date,
• reply written information requests of shareholders in reference to company with the
exception of information not disclosed to public, confidential information and trade
secrets,
• ensure the general assembly meetings are held in compliance with applicable
legislation, Articles of Association and other intercorporate regulations,
• prepare the documents that shareholders can benefit from at general assembly
meetings,
• ensure recording voting results and conveying the reports regarding the results to
shareholders,
• looking after and monitoring all matters in reference to public disclosure including
legislation and information policy of the company.
• ensure all kinds of questions asked by the shareholders and stakeholders to be
accurately answered as soon as possible by establishing the required coordination; pay
necessary attention to protect internal information in the shared information.
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• pay regard for quarterly financial reports to be prepared in compliance with capital
market legislation, articles of association and Corporate Governance Principles issued
by CMB and results of General Assembly to be recorded wholesomely.
• ensure active usage of "Investor Relations" section on Company's web site for public
disclosure; procure the special circumstances disclosures, informing presentations,
relevant corporate information and the information and data stipulated by regulatory
authorities and Corporate Governance Principles of CMB to be up to date.
• pay regard to Corporate Governance Principles issued by CMB to inform the
shareholders an stakeholders and for public disclosure.
• report the works of Investor Relations Department to Board of Management about
once every 6 and 12 months and whenever it is considered necessary.
• follow share price performance and make suggestions to improve price performance.
Investor Relations Department has replied all information requests conveyed via phone, e-
mail and in the interviews with investors as of the date of its establishment in detail within the
Information Policy of TÜMOSAN Engine and Tractor Industry Inc.
Contact Information;
Unit Supervisor: Tevfik Günal
Affiliated Company General Manager: Kurtuluş Öğün
Phone: 0212 468 19 88
E-mail: [email protected] - [email protected]
Address: Yeşilköy Mah. Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8 Bakırköy/İstanbul
Other Responsibilities
Article 9- The Committee examines the complaints of shareholders and beneficiaries
regarding the matters which fall within the scope of its duties and concludes the results.
V. BUDGET
Article 10 - All kinds of resource and support is provided by Board of Management for the
Committee to carry on its duties.
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VI. ENFORCEABILITY
Article 11 - This regulation and related amendments with respect to duties and working
principles of the Committee enter into force by the decision of Board of Management.
21. Strategic Objectives of Company
Our company has formed and published its mission, vision and values and they are
continuously being revised in line with developments. Our mission, vision and values have
been prepared by top management of company and determined within the knowledge of
Board of Management and published on our web site.
At the periodic Board Meetings held in accordance with Company's Articles of Association,
company objectives and actualized operations are being followed in a manner to include
performances in previous periods. Current status of the company is being reviewed and new
targets and strategies are being developed if required due to current circumstances. Board of
Management pays regard to the compliance of company operations with legislation, articles of
association, internal regulations and established policies.
22. Powers and Responsibilities of Board Members and Executives
Powers and responsibilities of board members and executives of the company are included in
company's articles of association.
23. Financial Rights :
Salary principles of executives who have administrative responsibility are specified in the
general assembly meeting on 13.05.2013 in writing as a separate item and submitted for the
shareholders' information and salary policy is announced on our web site.
Pursuant to our company's articles of association all rights, interests and salaries granted to
board members are determined by general assembly. The sum of the benefits and interests
provided to top management as of December 31, 2013 amounts to TL 777,320 (December
31, 2012 – TL 712,716).
BOARD OF MANAGEMENT