ERDEMIR Company
ERDEMIR Company
ERDEMIR Company
CONTENTS
INTRODUCTION
4 CORPORATE PROFILE
6 KEY FINANCIAL INDICATORS
8 ERDEMİR GROUP - MILESTONES
10 MESSAGE FROM THE CHAIRMAN OF THE BOARD
13 BOARD OF DIRECTORS
14 SENIOR MANAGEMENT
16 ERDEMİR GROUP IN BRIEF
20 DEVELOPMENTS IN 2015
26 ECONOMIC AND SECTORAL ENVIRONMENT
2015 IN SUMMARY
36 STRATEGIES, PRODUCTION, SALES
46 INFORMATION TECHNOLOGIES
48 PROCUREMENT AND SUPPLY
49 R&D
51 INVESTMENTS
55 MANAGEMENT SYSTEMS
SUSTAINABILITY
56 SUSTAINABILITY
57 OCCUPATIONAL HEALTH AND SAFETY
61 HUMAN RESOURCES
66 THE ENVIRONMENT AND ENERGY
72 CORPORATE SOCIAL RESPONSIBILITY
CORPORATE GOVERNANCE
76 INFORMATION ON MEMBERS OF THE BOARD OF DIRECTORS
79 CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT
89 BOARD OF DIRECTORS COMMITTEE WORKING PRINCIPALS AND ASSESSMENT OF THEIR
EFFECTIVENESS
91 INTERNAL AUDIT SYSTEM
92 2015 AFFILIATED COMPANY REPORT
93 STATEMENT OF RESPONSIBILITY
FINANCIAL INFORMATION
94 CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD 1 JANUARY - 31 DECEMBER 2015
AND THE INDEPENDENT AUDITOR’S REPORT
97 FINANCIAL STATEMENTS AND FOOTNOTES
CONTACT
Erdemir Group Annual Report 2015
1
THE TRACE OF STEEL
IS EVERYWHERE IN
OUR LIVES
SHIPS MADE OF STEEL PRODUCED TO ERDEMİR
GROUP’S QUALITY ARE SAILING SAFELY, HAVE
BEEN SUPPORTING THE DEVELOPMENT OF TURKISH
COMMERCIAL LIFE.
Erdemir Group Annual Report 2015
CORPORATE PROFILE
35%
Erdemir Group, single handedly accounts for
approximately 35% of the employment in the
sector which it operates in.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
A SUBSIDIARY OF OYAK, ERDEMİR GROUP Financial Information
42
Erdemir Group offers its products to customers
in 42 countries besides the domestic market.
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Erdemir Group Annual Report 2015
(*) The functional currencies of Erdemir and its subsidiaries, Ersem and İsdemir, were changed to US$ with effect from July 1, 2013.
(**) Adjustments and classifications were performed in the consolidated financial statements retrospectively due to the recognition
of actuarial losses/gains resulting from provisions regarding benefits provided to the employees in comprehensive income statement
and in accordance with the examples of financial statements and usage guide enacted since the interim periods ending after March
31, 2013 for the capital market institutions that are within the scope of Capital Markets Board Series II, 14.1 No. “Communiqué
on Principles of Financial Reporting in Capital Markets”, in accordance with Turkish Accounting Standards and Turkish Financial
Reporting Standards issued by the Public Oversight, Accounting and Auditing Standards Board.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
Financial Information
7
Erdemir Group Annual Report 2015
1960’s 1990’s
1960 Ereğli Demir ve Çelik Fabrikaları 1996 CIM I and CIM II projects were
T.A.Ş. (Erdemir) established in completed, taking Erdemir’s crude
1960, pursuant to a special item of steel capacity to 3 million tons.
legislation for its establishment.
1997 The 2nd Rolling Mill facilities
1961 Excavation and construction work entered operation. New Harbor,
started for the Erdemir plant. Turkey’s biggest port on the Black
Sea coast, started operation.
1965 Erdemir started production on 15
May with a crude steel capacity of 1999 Erdemir’s tin and chrome coating
500 thousand tons. facility was brought into service.
(Capacity: 250 thousand tons/year)
1970’s
1972 Erdemir’s crude steel capacity
2010’s 1965
Erdemir started production on 15 May with an
was raised to 800 thousand tons 2000 Flat steel production exceeded 3 crude steel capacity of 500 thousand tons.
with intermediate extension million tons.
investments.
2001 Erdemir Mühendislik, Yönetim ve
1978 Erdemir’s crude steel capacity was Danışmanlık Hizmetleri A.Ş. was
raised to 1.5 million tons following established.
1st stage expansion investments.
Erdemir Çelik Servis Merkezi San. ve
1980’s Tic. A.Ş. started operation with an
annual capacity of 150 thousand
1983 Crude steel capacity increased tons/year in Gebze.
to 1.7 million tons following 2nd
stage expansion investments. Erdemir broke an export record,
selling 1.1 million tons of steel
1986 Erdemir shares commenced products.
trading on the stock exchange with
the opening of the İstanbul Stock 2002 İsdemir was acquired.
Exchange.
The LBE steel plant, with an annual
1987 Crude steel capacity was raised to capacity of 108 thousand tons, was
2 million tons after the completion acquired in Romania.
of additional investments.
2004 Divriği-Hekimhan Madenleri
San. ve Tic. A.Ş. was acquired
and its title changed to Erdemir
Madencilik San. ve Tic. A.Ş.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
IN ITS 50TH YEAR, ERDEMİR GROUP BROKE Financial Information
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Erdemir Group Annual Report 2015
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
IN ITS 50TH YEAR OF OPERATION, Financial Information
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Erdemir Group Annual Report 2015
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
BOARD OF DIRECTORS Financial Information
13
Erdemir Group Annual Report 2015
SENIOR MANAGEMENT
OĞUZ N. ÖZGEN SEDAT ORHAN ŞEVKİNAZ ALEMDAR ÖZGÜR ÖZEL BÜLENT BEYDÜZ BAŞAK TURGUT
Chief Production General Manager of Chief Purchasing Chief Strategy Officer Chief Financial Affairs Chief Marketing and
Officer Erdemir Officer Officer Sales Officer
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
Financial Information
BANU KALAY ERTON ALİ PANDIR ERIC VITSE RECEP ÖZHAN TUNÇ NOYAN OYA ŞEHİRLİOĞLU
Chief Corporate Affairs Chairman of the Board Chief Technology Officer General Manager of Chief Information Chief Legal Officer
Officer of Directors İsdemir Technology Officer
15
Erdemir Group Annual Report 2015
Ereğli Demir ve Çelik Fabrikaları İskenderun Demir ve Çelik A.Ş. Erdemir Çelik Servis Merkezi
T.A.Ş. (Erdemir) (İsdemir) San. ve Tic. A.Ş. (Ersem)
Erdemir, Turkey’s largest producer İsdemir was the third steel plant to Erdemir Çelik Servis Merkezi San. ve Tic.
of integrated flat steel, commenced be founded in Turkey and the largest A.Ş. (Ersem), established in 2001, provides
manufacturing in 1965. Erdemir integrated iron and steel plant in terms services at the highest standards to many
manufactures hot and cold rolled flat of long product manufacturing capacity. companies operating in an array of sectors
steel products, plate, tin, chrome and zinc İsdemir joined the Erdemir Group in 2002 in industry such as general machinery and
coated flat steel products which all meet and is Turkey’s only integrated steel plant manufacturing, heating industry, electric
international quality standards. Erdemir manufacturing both flat and long products and electronic industries mainly the
provides basic input to the automotive, with its Hot Rolling Mill. The mill, with an automotive and white goods industries.
white goods, energy, construction, piping, annual production capacity of 3.5 million It commenced its operations in Gebze
shipbuilding, household appliances, tons, was commissioned in 2008. The in 2002 with a cold slitting line with an
general machinery manufacturing, manufacture of billet and coil long annual capacity of 150 thousand tons
heat and pressure vessel equipment, products are carried out at İsdemir which and a cut-to-length line with an annual
heavy industry, food and packaging plays an important role in increasing the capacity of 100 thousand tons. Ersem now
industries. Leading the country’s industrial capacity of flat product manufacturing that commands a hot cut-to-length line with an
development, Erdemir’s crude steel is of vital importance in the development annual capacity of 700 thousand tons and
capacity has multiplied over the years from of Turkey’s steel industry. İsdemir currently a hot slitting line with an annual capacity
of 200 thousand ton in İskenderun;
a humble beginning of 500 thousand commands a final product manufacturing
and a 100 thousand tons annual
tons to 4 million tons currently, while capacity of approximately 5.3 million
capacity multiple length cutting line, a
its final product capacity has exceeded tons of liquid steel, 3.5 million tons of
100 thousand tons annual capacity oblique
5 million tons through the uninterrupted flat products, 0.6 million tons of coil and
cutting line, a 150 thousand tons annual
investments in widening Erdemir’s product 2.5 million tons of billet.
capacity hot slitting line, a 150 thousand
range and capacity.
tons annual capacity cold slitting line and a
150 thousand tons annual capacity hot cut-
to-length line in Ereğli. In addition to these
facilities, in 2015 Ersem opened a new
steel service center with a 150 thousand
tons annual capacity cold slitting line in
Manisa. With a total production capacity
of 1.95 million tons, Ersem predominantly
serves industrial areas in Turkey to
rapidly meet the immediate demands of
customers. It dispatches the products at
the desired grades and dimensions on time
and to the desired locations, manages the
inventories and meets specialized demands
such as production at low tolerances, and
dispatches in small batches.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
ERDEMİR GROUP STEADILY INCREASED Financial Information
Erdemir Madencilik Erdemir Mühendislik Erdemir Romania S.R.L Erdemir Asia Pacific
San. ve Tic. A.Ş. Yönetim ve Pte. Ltd.
Erdemir Romania produces
(Erdemir Maden) Danışmanlık Hizmetleri
electrical steel (silicon flat Erdemir Group established
A.Ş. steel), one of the main inputs
Erdemir Maden, which joined “Erdemir Asia Pacific Private
the Erdemir Group in 2004, Erdemir Engineering, to electric motors, transformers Limited (EAPPL)”, fully owned
accounts for 50% of Turkey’s established in 2001, provides a and generators, industry joined by Erdemir, in Singapore to
iron ore production and wide range of engineering and the Erdemir Group in 2002. carry out Erdemir Group’s
supplies 20% of the country’s project management services Established in Targoviste, commercial operations in the
iron ore demand with nine iron from planning to application Romania and commanding an Far East region. The company
ore and one manganese field. for investments undertaken important position in electrical was established with US$ 250
Based in the Divriği district in by the Erdemir Group of steel production in Europe, thousand of capital and
Sivas, Erdemir Maden is the companies to help them 10% of Erdemir Romania commenced operations on
sole pellet plant that meets the achieve their objectives of products are used in the October 1, 2014.
demands of Turkey’s iron and profitability, increased product Romanian domestic market,
steel industry. Besides pellet range, efficiency and quality. with 90% of the products
production, Erdemir Maden The organizations engaged exported, mainly to European
also produces semi finished in various engineering and countries.
products that are used in steel investment activities in
production and hematite different companies within
lump ore. Erdemir Maden the Group were gathered
has a production capacity of under the roof of Erdemir
1.5 million tons of pellet and Engineering and the company
750 thousand tons of lump ore. was restructured in 2015.
While getting a step closer
to its vision of being a world-
class company with this new
structure of engineering
company, Erdemir Group aims
to become more competitive
with the backing of its
employees, who have reached
a level of expertise that is valid
on a global scale, who are
empowered with competent
business partners, and who
oversee sustainability criteria.
17
THE TRACE OF STEEL
IS EVERYWHERE IN
OUR LIVES
WHITE GOODS MANUFACTURED USING ERDEMİR
GROUP’S SUPERIOR QUALITY STEEL HAVE BEEN
MAKING LIVES EASIER FOR 50 YEARS AND
IMPROVING STANDARDS OF LIVING.
Erdemir Group Annual Report 2015
DEVELOPMENTS IN 2015
21.6%
İsdemir was awarded the first prize, in
recognition of reducing its energy intensity by
21.6% in the last three years.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
ERDEMİR GROUP ACCOMPLISHED MANY Financial Information
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Erdemir Group Annual Report 2015
DEVELOPMENTS IN 2015
Erdemir Group has been The successful corporate THE TOTAL SALES
awarded with the Green Era governance of the Erdemir
Award. Group FIGURES OF 4 OF
Erdemir Group was awarded “The Within the scope of the Corporate
ERDEMİR GROUP
Green Era” award that is handed out Governance Principles Compliance COMPANIES, WHICH
for recognition and appreciation of Rating Report prepared by Kobirate
achievements in the environmental field International Credit Rating and Corporate ARE INCLUDED IN
and leading sustainable practices. The
success in integrating the sustainable
Governance Services Inc., Erdemir Group
received 8.83 points out of 10 as a result
THE 2014 REPORT
development objectives into the business of the points it collected under 4 main OF “TURKEY’S TOP
plans by continuously improving the
effectiveness and efficiency of operations
headings. Participating for the first time
in the activity in which the compliance
500 INDUSTRIAL
without affecting the ecological balance with the Corporate Governance Principles ENTERPRISES”, STOOD
brought the Group another international are assessed, Erdemir proved that it
award. The other important factors is a transparent, fair, responsible and AT OVER TL 13.4
behind the Group being given “The
Green Era” award were the increasing
accountable enterprise through the high
scores it received in the first year.
BILLION.
public awareness of waste management,
energy management and efficiency and The Capital Markets Board’s Corporate
the contributions to the protection of the Governance Principles Compliance
environment in Turkey with the use of Rating Note was given as a result of the
environmentally friendly technologies. examination of 408 criteria under the
main headings of shareholders, public
Four Erdemir Group companies disclosure and transparency, stakeholders
included in the ISO 500. and board of directors, prepared for “BIST
First Group Companies” by Kobirate. The
According to 2014 figures, two Erdemir 8.83 point rating received by Erdemir
Group companies succeeded in ranking demonstrates that potential risks have
in the top 10, while four Erdemir Group largely been identified and being kept
companies in the top 500 in the “Turkey’s under control, as well as showing that
Top 500 Industrial Enterprises” survey the Corporate Governance Principles
organized annually by the İstanbul published by the Capital Markets Board
Chamber of Industry (ISO). In the 2014 are largely complied with. Erdemir, which
ranking based on the sales of the products is one of the BIST First Group Companies,
manufactured by the same companies, gained inclusion into the BIST Corporate
İskenderun Demir ve Çelik A.Ş. ranked Governance Index with the results that it
7th, Ereğli Demir ve Çelik Fabrikaları T.A.Ş. achieved.
ranked in 8th place, Erdemir Çelik Servis
Merkezi San. ve Tic. A.Ş. was ranked in
137th position while Erdemir Madencilik
San. ve Tic. A.Ş. was in 221st place. With
these results, the total sales figures of
Erdemir Group of companies, which are
included in the 2014 report of “Turkey’s
Top 500 Industrial Enterprises”, amounted
to over TL 13.4 billion.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
ERDEMİR THAT BASES ALL ITS ACTIVITIES Financial Information
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Erdemir Group Annual Report 2015
DEVELOPMENTS IN 2015
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
IN 2015, ERDEMİR RANKED 6TH Financial Information
Tax ranking
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Erdemir Group Annual Report 2015
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
MANUFACTURING PRODUCTION Financial Information
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Erdemir Group Annual Report 2015
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
THE EXCESS SUPPLY IN CHINA WAS Financial Information
Except for China, which had to export its With China’s economy leaving behind
excess production due to the contraction its run of double -digit growth that it
in domestic consumption, the other Asian had achieved for many years, the world’s
large steel producer countries registered second largest economy posted 6.8%
decline such as 5% in Japan, 2.6% in growth in 2015, its lowest rate of growth
South Korea. In contrast, India reached for 25 years. This trend of lower growth
the position of being the only country in China is expected to continue. Steel
that increased the crude steel production consumption decreased by 5.4% as a
among the top 15 steel producing result of the lower rate of growth, leading
countries with an increase of 2.6%. Chinese manufacturers to export their
Although the USA implemented the most excess supply. The country’s 2015 export
protectionist measures on steel products, volume increased by 20% to exceed 110
it has been the county whose crude steel million tons.
production reduced most decreasing by
10.5% after Ukraine among the top 15
crude steel producing countries.
According to figures announced by
the World Trade Organization (WTO), 2.6%
the year 2015 was marked by intense India was the only country among the top 15
steel producing countries to increase its crude
In 2015, apparent steel investigations in the steel industry. The
steel production, with an increase of 2.6%.
consumption in the world stood USA, the largest steel market in the world
at 1.5 billion tons decreasing by after China with consumption of about
3.1%. 100 million tons, in particular stepped up
its protectionist measures in 2015.
In 2015, apparent steel consumption of
Europe, which is one of the main markets Many countries in the world opened
near Turkey, increased with the recovery in anti-dumping investigations against
economic growth. In Ukraine, a member countries that flood the market with
of the CIS, steel consumption fell due to exports, in order to protect their domestic
the tensions with Russia, while in Russia steel industries for various products, or
itself, steel consumption fell as a result introduced safeguard subsidies. Although
of a worsening economic performance some of these investigations were no
amid declining oil prices and the sanctions doubt opened correctly, a significant
imposed against the country. majority of these investigations occurred
as a result of political pressures against
their governments by domestic steel
producers, which had allegedly been
harmed by the competition.
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Erdemir Group Annual Report 2015
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
AS ONE OF THE TOP 10 STEEL CONSUMING Financial Information
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Erdemir Group Annual Report 2015
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
PRODUCTION QUANTITIES IN THE WORLD Financial Information
Source: worldsteel
30
20
10
-10
-20
-30
Source: worldsteel
33
THE TRACE OF STEEL
IS EVERYWHERE IN
OUR LIVES
ERDEMİR GROUP HAS KEPT THE WHEELS OF
INDUSTRY TURNING FOR HALF A CENTURY, WHILE
CONTRIBUTING TO THE TURKISH ECONOMY BY
GENERATING EMPLOYMENT AND PRODUCTION.
Erdemir Group Annual Report 2015
2015 IN SUMMARY
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
IN 2015, ERDEMİR GROUP’S CRUDE Financial Information
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Erdemir Group Annual Report 2015
2015 IN SUMMARY
2011 2012 2013 2014 2015 2011 2012 2013 2014 2015
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
ERDEMİR GROUP, WHICH IS FOCUSED Financial Information
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Erdemir Group Annual Report 2015
2015 IN SUMMARY
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
IN 2015, THE ERDEMİR GROUP RECORDED Financial Information
The Group’s flat steel exports increased In 2015, hot rolled and plate
by 2% in 2015 compared to the previous products accounted for 74% of
year, while its long product exports the Erdemir Group’s total flat
declined by 29% compared to the steel sales, with cold products
previous year.
accounting for an 18% share.
Erdemir Group’s wide
recognition as a world-class
Turkey is one of the world’s leading
countries in terms of both production and
3.7 billion
Erdemir Group recorded total flat steel sales
steel brand consumption in the iron and steel sector, revenues of US$ 3.7 billion in 2015.
which is one of the primary driving forces
Erdemir Group has increased its presence of a strong economy the rate of growth
in different regions by reaching new in consumption exceeded the global
international markets with the more average, especially through the increase in
effective use of strategic planning, industrial production in 2015, along with
monitoring and evaluation functions in big-ticket investments such as TANAP (The
line with its vision of being a world-class Trans-Anatolian Natural Gas Pipeline), Flat steel export sales breakdown in 2015
company, and is recognized as a reliable the 3rd bridge and İstanbul’s 3rd airport,
steel brand worldwide with a wide range taking Turkey to the position of being the
of flat and long steel product groups. world’s 8th largest steel consumer.
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Erdemir Group Annual Report 2015
2015 IN SUMMARY
In 2015, Erdemir Group’s total flat product SALES (thousand tons) 2011 2012 2013 2014 2015
sales amounted to 7.2 million tons, an
Flat Finished Product 5,856 5,980 6,338 6,933 7,229
increase of 4% compared to 2014 with
domestic flat steel sales volumes growing Ereğli Tin Plate 214 253 255 258 244
by 5% to reach 6.5 million tons. The Ereğli Galvanized 213 155 126 79 63
Group’s total flat steel sales revenue stood Ereğli Cold Rolled 946 1,009 1,070 974 926
at US$ 3.7 billion in 2015. Ereğli Hot Rolled 1,583 1,623 1,669 1,736 1,884
Ereğli Plate 219 234 222 333 311
In 2015, hot and plate products
İskenderun Hot Rolled 2,317 2,309 2,432 2,846 2,841
accounted for 74% of Erdemir Group’s
flat steel sales, with cold products having Ersem Sales 364 397 564 707 960
an 18% share, galvanized products a 5% Ersem Galvanized 95 126 169 221 263
share and steel packaging comprising 3%. Ersem Cold Rolled 148 145 211 256 348
Ersem Hot Rolled 121 126 185 230 349
1.6 million tons of shipments Long Finished Product 791 1,468 1,346 1,163 1,552
for long products Billet 331 913 754 625 998
Erdemir Group shipped 554 thousand Wire-Rod 450 555 591 538 554
tons of coil and 998 thousand tons of Other 10 - - - -
billet in the finished long products group Iron Ore 2,904 2,895 2,399 2,853 2,285
during 2015. Exports accounted for Billet 1,477 1,556 1,463 1,538 1,532
10% of the total 1.6 million tons of long
Wire-Rod 1,427 1,339 936 1,315 753
products that were sold by the Group. As
it continues to increase the share of high
value added products in total shipments,
the Group earned US$ 625 million in Ersem commissioned its plant in the
revenues from the sales in 2015. Manisa Organized Industrial Zone in Long steel export sales breakdown in 2015
2015, which operates in line with the
Operational competence to principles of optimal cost, maximum
meet customer expectations as efficiency and quality production. Ersem
rapidly as possible serves customers of all sizes through
the facilities that have the competence
Erdemir Group’s Steel Service Center of manufacturing at precise tolerances,
in small volumes and of different kinds.
86%
Ersem is the highest capacity steel service
center in Turkey, and sets itself apart with Ersem allows end users to benefit from
its new and modern steel processing the economies of scale by reducing the
lines. Ersem offers its customers fast and use of resources such as plant, machinery,
high-tech solutions through the synergy time and labor with its expertise in supply
provided with the Erdemir Group, of chain management services and the Middle East and North Africa 86%
which it is a member. feature of just-in-time delivery. EU 14%
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
Financial Information
Ersem configured its sales and marketing Ersem achieved sales of 960 thousand
network on a regional base, and delivers tons in 2015, marking an increase of
the Erdemir quality and guarantee to its 36% compared to the previous year and
customers through the services and pre/ demonstrating a significant success in
after sales support that it offers. meeting the processed material needs of
its customers. It also raised its processed
product sales to 508 thousand tons, an
increase of 37%.
Flat Steel Sales Breakdown by Product Wire Rod Breakdown by Industry Ersem Steel Service Center Sales Breakdown
by Industry
Hot-Rolled and Plates 74% Mesh and Nail 38% Automotive 47%
Cold Rolled 18% High Carbon 32% General Manufacturing 31%
Galvanized 5% Thin Wire 20% White Goods 12%
Metal Packaging Steel 3% Bolt and Nut 7% Distribution 7%
Electrode and Welding 3% Export 3%
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Erdemir Group Annual Report 2015
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
Financial Information
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Erdemir Group Annual Report 2015
INFORMATION TECHNOLOGIES
ISO/IEC 27001
Certification process of ISO/IEC 27001
Information Security Management System in
Erdemir and İsdemir were completed in 2015
and the certification was received in March
2016.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
IN 2015, ERDEMİR GROUP CONTINUED ITS Financial Information
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Erdemir Group Annual Report 2015
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Erdemir Group Annual Report 2015 Introduction
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Corporate Governance
R&D Financial Information
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Erdemir Group Annual Report 2015
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Erdemir Group Annual Report 2015 Introduction
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INVESTMENTS Financial Information
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Erdemir Group Annual Report 2015
• Construction of the New Bridge over • Construction of the 4th Stove for
the River Gülüç and Access Roads Blast Furnace No. 1
With the Ereğli Steel Service Center, The stove capacities of Erdemir’s No. 1
established in the Gülüç Gate region, Blast Furnace were renewed without
reaching full capacity, 650 thousand tons changing the stoves and the capacities
of deliveries are carried out through the rose to 1,750,000 tsm/year. After this,
Gülüç Gate, and the 3rd party loads in only maintenance investments are
the port are received through this gate. planned for the stoves, a new stove
This bridge is used for the transportation will be constructed to prevent a loss of
of raw materials and auxiliary materials
production at the No. 1 blast furnace.
that arrive by land, which necessitate
the construction of a second bridge and • Erdemir Top Pressure Recovery
landscaping works. The construction of Turbines (TRT) Plants
the bridge was completed during the
At Erdemir’s blast furnaces, blast Erdemir Group’s galvanized product capacity
year and opened for use. This aims to
furnace gas, which has a certain will more than double with the completion of
halt the product deliveries from Kışla
pressure and is produced as a by- the No. 2 Continuous Galvanizing Line project,
Gate and deliveries from the Gülüç Gate, which is currently at the field application stage.
thereby relieving the pressure on city product of blast furnaces, will pass
traffic in the medium term. through “Top Pressure Recovery
Turbines” after being cleaned and
Ongoing investments at Erdemir cooled off, and electricity will be
in 2015 generated before the gas is piped to
low pressure gas distribution lines.
In Erdemir, intensive field applications
are continuing within the scope of the Erdemir Projects whose design,
projects such as the Rewamp of Ladle specification, tender activities are
Treatment Station to a Ladle Furnace ongoing:
(Ladle Furnace No:3), Modernization • New No. 4 Coke Oven Battery and By-
of Normalizing Furnace, Environmental Product Plants
Investments, Reconstruction of Gülüç • Continuous Pickling Line and Tandem
Gate Region as Transportation Gate, Cold Mill (CPL&TCM) Capacity
Raw Material Stocking and Blending Improvement and Strip Width
Yard Modernization, Modernization of Enlargement Project
Converter Slag Stopper System in B.O.F.
• 60 MW Turbo Generator and No. 6
Other projects for which there are Steam Boiler
ongoing applications: • R&D and Simulation Center
• No: 2 Pickling Line Welding Machine
• Erdemir No. 2 Continuous and Side Trimmer Modernization Project
Galvanizing Line • Surface Inspection Systems
High quality special products will be • Erdemir Additional Environmental
produced in the state-of-the-art No. Package
2 Continuous Galvanizing Line, with • Completion of Modernization of Levels
production aimed particularly at the 1 and 2 of the Steel Production Facilities
automotive industry. The contract of • Modernization of Level 2 of the No.
the investment, which will more than 2 Hot Rolling Mill and Additional
double the galvanized product capacity Investments in the Power Distribution
of the Erdemir Group was signed. System
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
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Corporate Governance
Financial Information
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Erdemir Group Annual Report 2015
The project is expected to bring the Blast Furnace during when the No. 3 In 2015, investment efforts in
following benefits: and 4 Blast Furnaces are switched off. Erdemir Maden
• Fuel savings achieved by increasing Projects whose design, • Cürek Underground Operation
the temperature of the air supplied to specification, tender activities Investment
the blast furnace. are ongoing in İsdemir
• Fuel savings achieved by a In Erdemir Maden, within the scope
transitioning to the Bell Less Top • Hot Rolling Mill Improvement of works of life extension of Divriği
(BLT) Charging System by eliminating Investments pelletizing plant and increase of reserve
the need to change top equipment • 8th Air Separation Plant capacity, investment efforts began for
thereby reducing maintenance costs • Modernization of No.3 Coke Oven the production of 3,158,000 tons of
and downtime. Battery magnetite ore uncovered in Cürek area
• With the establishment of the onsite • Hot Slab Marking Machine Installation in 2015 as a result of field drillings.
granulating plant, savings of 15% in • Power Station Dust Collection and Upon the completion of the investment
coarse slag, reduction in transport Water Cooling System estimated to take one year, in July
with pot and maintenance costs and • Hot Rolling Mill Harmonic Filter / 2016, the ore production is planned
the opportunity to gain additional gas Compensation System to be begun in Cürek Underground
that will be generated by the No. 2 Operation.
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MANAGEMENT SYSTEMS Financial Information
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SUSTAINABILITY
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OCCUPATIONAL HEALTH AND SAFETY Financial Information
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HUMAN RESOURCES Financial Information
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Continuous learning “Preparations for a Career Development In 2015, the Group Academy Portal, which
Program”, 94 new graduate employees is a continuous and up-to-date platform,
Erdemir Group carries out training activities participated in the training programs. was published, in which employees can
to enhance its employees’ personal and follow Erdemir Group Academy activities
professional knowledge, and offers Academy Portal up and running and their training schedules online, reach
continuous development opportunities articles and videos in many different fields
based on contemporary needs and which The training needs and activities across the when and where they want, and can
meet the Group’s common values to be Group are managed under a single roof participate in e-training.
adopted by the employees. The Group through Erdemir Group Academy to serve
continued to provide training in a wide the corporate strategy and objectives.
range of fields such as personal and
professional development, management,
management systems and occupational
health and safety.
5,071 0-10 Years 40% 6,277 Kdz. Ereğli 50% 959 Primary School and Below 8%
6,776 11-20 Years 54% 5,459 İskenderun 43% 990 Elementary School 8%
521 21-25 Years 4% 281 İstanbul 2% 6,257 High School and Equivalent 49%
291 26 and Over 2% 268 Romania 2% 1,280 Vocational School 10%
255 Sivas 2% 2,820 Undergraduate 22%
87 Gebze 1% 353 Master/Ph.D. 3%
27 Manisa 0%
5 Singapore 0%
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Erdemir Group Annual Report 2015
Congress, summit, conference students, and the Steel and Ore Class
and seminar participations Program provided internship opportunities
to a total of 187 students from the Faculty 573
Employees are given the chance to and Vocational Junior Colleges during the In Erdemir Group, a total of 573 students were
participate in domestic and international summer. Meanwhile, İsdemir provided offered internships during the summer of 2015.
events to follow current developments summer internship for 386 university
related to the sector and business, for students, long-term internship for 5
the purpose of transferring the Group’s university students, skills training internship
knowledge and experience on a variety of for 185 vocational high school students.
topics.
The selection of students who will
In 2015, a total of 404 employees from participate in Ore Class Program designed
Erdemir (323 Erdemir, 81 joint services to meet the Group’s manpower needs
employees) and 362 employees from was carried out by the evaluation center.
İsdemir attended the congress, summit, On-the-job trainings were provided the
conference and seminars. interns to ensure their development;
rotation plans were created in which
A dynamic learning model they are allowed the opportunity to see
the different units. At the end of the
At Erdemir and İsdemir, the “In-Unit internship, measurements were carried
Training System” is implemented that out by intern evaluation team with an
allows continuous improvement in the evaluation matrix and using means such
ways of doing business by sharing of as an exam and project.
the knowledge and experience it has
built up over the years. In this context, Additional amenities offered to
2,655 employees from Erdemir and 6,848 employees
employees from İsdemir received training.
Erdemir Group supports its employees
Internship programs and their families through various facilities
such as lodgings in Ereğli and İskenderun,
Internship programs were converted into cultural centers, sporting facilities such as
an approach cantered on the Company’s stadium, sports halls, tennis courts,
manpower needs by restructuring with beaches and swimming pools to increase
Iron Class, Steel Class and Ore Class brands the commitment of employees, enrich
at Erdemir in 2015. The Iron Class program their social lives and improve their
provided on-the-job training through skill communication with each other. Health
internships to 165 Vocational High School centers provide employees with
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Financial Information
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ERDEMİR GROUP CARRIES OUT AN Financial Information
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Erdemir Group Annual Report 2015
60.5
Raising awareness of employees 57.5 57.2
and stakeholders 74.6
72 72.1
In 2015, the Erdemir Group continued to 71.3
provide environmental training intended
for its employees in accordance with the
legislation related to the environment and
impacts on the environment.
2011 2012 2013 2014 2015 2011 2012 2013 2014 2015
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With the United Nations General 24th Quality Congress, the Preparatory
Assembly designating 2015 as the year Meeting on International Climate Change
of “International Light and Light-Based Negotiations and the 38th International
Technologies”, an event was organized in Association for the Energy Economics
the Iron and Steel Anatolia High School Conference.
in İskenderun in order to raise awareness
about photonics science and technology Under the leadership of the World Steel
and light pollution, in which 100 pupils Life Cycle Assessment Specialist Team,
participated. Erdemir and İsdemir have been carrying
out life cycle assessment (LCA) for 2015. In
Collaborations and events the LCA study to be conducted together
supported with the World Steel the following
environmental impacts will be assessed:
The World Steel Association’s (world
steel) Environmental Committee meeting, • Use of raw materials (iron ore, iron and In 2015, the rate of recirculated water stood at
which was hosted by Erdemir Group, was steel scrap) and recycling rate 92% in Erdemir’s facilities and 96% in İsdemir
held in İstanbul in 2015. Within the scope • Water consumption and water facilities.
of the event, representatives of leading emissions
companies in the world steel industry • CO2 and particulate matter (PM10-2.5)
visited the Erdemir site and discussed emissions
Erdemir’s environmental activities and • Waste generation, recycling and
practices. disposal amounts (Blast Furnace Slag
and Steel Mill Slag are included)
Erdemir Group attended a number of • Primary energy demand and energy
events throughout the year, including the consumption
World Steel Association’s Sustainability • Global Warming Potential (CO2, CH4)
Reporting event, the Product • Acidification potential (SO2, NOx)
Sustainability and BOF Slag Applications • Eutrophication potential (NOx)
Workshops, the 2nd Carbon Summit, the
93 96
95 95
92 92
93
91
89
89
2011 2012 2013 2014 2015 2011 2012 2013 2014 2015
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ERDEMİR GROUP CONTINUED TO Financial Information
CORPORATE GOVERNANCE
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General Manager and Assistant General Managers of Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Kaan Böke Human Resources Assistant Kaan Böke has been serving as Human Resources Assistant General Manager since
General Manager April 2, 2012.
Mehmet Mücteba Bekcan Technical Services and Mehmet Mücteba Bekcan, who was appointed as Technical Services and
Investments Assistant General Investments Acting Assistant General Manager on July 14, 2010, he has been
Manager serving as Technical Services and Investments Assistant General Manager since
March 14, 2011. Mehmet Mücteba Bekcan’s duty as Erdemir Technical Services and
Investments Assistant General Manager has ended as of January 9, 2015, and this
position has been abrogated.
Esat Günday Operations Assistant General Esat Günday, who was appointed as Operations Acting Assistant General Manager
Manager on July 13, 2006, has been serving as Operations Assistant General Manager since
January 1, 2007.
Sami Nezih Tunalıtosunoğlu Financial Affairs Assistant Sami Nezih Tunalıtosunoğlu has been serving as Financial Affairs Assistant General
General Manager Manager since April 11, 2011.
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CORPORATE GOVERNANCE PRINCIPLES Financial Information
COMPLIANCE REPORT
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Financial Information
Invitations to the General Assembly Meetings are issued by the BoD in compliance with the TCC, Capital Markets Code and Company’s
Articles of Association. The public is informed immediately of the BoD’s decision to hold the General Assembly Meeting through the
Public Disclosure Platform and Electronic General Meeting System (e-GEM). It is also published in the Turkish Trade Registry Gazette
and national newspapers. General Assembly announcements are made in a way that complies with legal regulations as well as made
on our websites at www.erdemir.com.tr and www.erdemirgrubu.com.tr, no later than 3 weeks prior to the General Assembly in order
to reach the highest number of shareholders possible.
Prior to the General Assembly Meeting, the agenda items and related documents are announced to the public in compliance
with all legal processes and regulations. Balance sheets, income statements and annual reports are prepared prior to the General
Shareholders’ Meetings and made available to shareholders within the period determined in the applicable regulation via the
websites, at the Karadeniz Ereğli branch and at the Head Office of the Company in İstanbul and a copy of the above documents are
provided upon request. The General Assembly Meeting Minutes and information documents which Company is obliged to provide
as per corporate governance principles, are made available for uninterrupted access to our shareholders at www.erdemir.com.tr and
www.erdemirgrubu.com.tr.
Open ballot voting is used in the General Assembly for voting on agenda articles simply by raising hands/electronic voting. Chairman
of the General Assembly Meeting is responsible from managing the meeting efficiently and providing usage of shareholders’ rights.
The members of Board of Directors, officers responsible from preparing financials, auditors and people who are related with the
agenda items take great care to attend the meetings.
A number of shareholders intended to raise their concerns outside of the agenda during the speeches they delivered at the Ordinary
General Assembly Meeting. They addressed queries relating to the Company’s performance and strategies. Such questions were
replied by the Assembly Chairman and the relevant executives under the guidance of the Chairman. No shareholders submitted a
written question to the Investor Relations Department on the basis of not having received an answer at the General Assembly.
There had been no shareholders intended to ask questions or raise their concerns out of the agenda at the Ordinary General Assembly
Meeting. No shareholders submitted a written question to the Investor Relations Department on the basis of not having received an
answer at the General Assembly Meeting.
During the Ordinary General Assembly Meeting held in 2015, the Company did not receive any requests from shareholders for any
additional items to be included on the agenda.
The minutes and the list of attendants of the General Assembly Meetings are disclosed to public via the Company’s website, Public
Disclosure Platform, Electronic General Meeting System (e-GEM) and published in the Turkish Trade Registry Gazette pursuant to the
relevant regulations. Consequently, media members and other stakeholders cannot attend the General Assembly Meetings.
General Assembly meetings are held at Company Headquarters and Electronic General Meeting System to facilitate attendance at
meetings. Under conditions stipulated in the Articles of Association, meetings may be held in Ankara or Karadeniz Ereğli. The location
of the General Assembly meeting is selected to enable easy access to all shareholders. Proxy forms were placed on our website and
announced to shareholders in a newspaper for shareholders wishing to be represented through proxy at the meeting. Resolutions
made by the Board of Directors for the convention of General Shareholders’ Meetings are shared with the public via disclosures.
There has not been any transaction that required the approval of the majority of the independent board members for the Board of
Directors to take a decision, and where the decision was left to be resolved by the General Assembly because this condition was not met.
A separate item on the General Assembly agenda regarding the donations and the aids offered in the period is included. Within the
framework of the Company’s policy, the Shareholders were kept informed of the donations and aids realized in 2013 and 2014, which
amounted to 926,757 TRY and 1,398,594 TRY, respectively.
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Erdemir Group Annual Report 2015
Shareholders who have a management control, members of the Board of Directors, managers with administrative responsibility and
their spouses, relatives by blood or marriage up to second degree have not conducted a significant transaction with the company or
subsidiaries thereof which may cause a conflict of interest, or/and conduct a transaction on behalf of themselves or a third party which
is in the field of activity of the company or subsidiaries thereof, or become an unlimited shareholder to a corporation which operates
in the same field of activity with the company or subsidiaries thereof. There were also no transactions conducted by persons who have
the opportunity to access information of the company in a privileged way, on their behalf within the scope of the Company’s field of
activity.
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Financial Information
The distribution of the Company profit is stated, in compliance with the arrangements of the Capital Markets Board, following the
Article 34 of the Articles of Association, titled “Determination and Allocation of the Profit”.
Our Company’s Dividend Distribution Policy is as follows:
“As a principle, Company implements the policy of distributing all of its distributable profit in cash within the provision of forecasted
free cash flow generation by considering financial leverage ratios, investment/financing needs and anticipation of the market under
the scope of effective regulations and clauses of Company’s Articles of Association. Dividend distribution policy is reviewed by the
Board of Directors every year considering national and global economic conditions, Company’s projects on agenda and funds.
Dividend is paid by fixed or variable installments in accordance with the legislation by giving authority to the Board of Directors at the
General Assembly Meeting, where dividend distribution is decided, until 15 December of the relevant calendar year.
General Assembly is authorized for distribution of dividend advance in accordance with relevant legislations.”
At March 31, 2015 dated Ordinary General Assembly, it has been decided to distribute TRY 1,400 million cash dividend based on 2014
financial results and as of May 26, 2015 dividend distribution has started.
2.6. Transfer of Shares
There is no restriction regarding the transfer of our Company’s shares in the Articles of Association, and the provisions of the Turkish
Commercial Code shall be applicable on this matter.
SECTION III - THE PUBLIC DISCLOSURE AND TRANSPARENCY
3.1. Corporate Website and Its Contents
Erdemir’s corporate websites (www.erdemir.com.tr and www.erdemirgrubu.com.tr) is actively in use both in Turkish and English. The
websites include the following issues under the Investor Relations heading:
Complete information required by the CMB Corporate Governance Principles is available on our company website.
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SECTION IV - STAKEHOLDERS
4.1. Informing Stakeholders
Stakeholders such as the Company employees, the customers, the suppliers, the trade unions, the non-governmental organizations,
the state and the prospective investors are provided, upon request, with written or verbal information on the issues concerning them
besides the information included in the financial statements and the reports disclosed to the public as per the legislations of the
Capital Markets Board.
The Company employees are informed regarding the Company practices through e-mail, Company’s newspaper and intranet
announcements.
The demands and expectations of our customers are received through customer visits, and activities for developing new qualities are
carried out depending on the changing demands that may emerge in the market. The customer complaints are delved into in the field
and the required corrective actions are taken accordingly.
After the market researches, offers are requested from suppliers for the procurement of the materials and services. Feedback is
provided on demand basis after the evaluation of the relevant procurement departments.
Additionally, our Company exchanges ideas with the potential customers and suppliers during the exhibitions and fairs.
The recommendations and ideas of our employees are received through the Erdemir Recommendation System (ERÖS) and the
Performance Management System. The required upgrading and improvement actions are practiced accordingly.
The Company has set up a mechanism which allows the stakeholders to convey transactions against the Company legislation and non-
ethical behaviors to the Code of Ethics Advisors and/or the Ethics Committee. For this purpose, contact addresses are provided on the
Company website under the heading of the Code of Ethics and Business Conduct.
4.2. Participation of Stakeholders in Management
No particular regulation exists for the stakeholders’ participation in the management. However, our affiliates, employees and the
other stakeholders are informed through meetings. All of the Board Members are elected by voting in General Assembly with the
attendance of stakeholders.
4.3. Human Resources Policy
Operating in an industry where competitive market conditions prevail, Erdemir Group has established its human resources policies and
practices on forming, improving and retaining qualified labor force equipped with skills of producing knowledge, identifying solutions
to problems, taking initiative by assuming responsibility, being open to improvement and suitable for teamwork.
For this main objective, the Group is attentive to employing staff members who are appropriate for the Group’s strategies and
objectives. The Group also pays due notice to offering training opportunities to the current employees so that they can have the
means of enriching their professional experience.
Erdemir Group effectively identifies the needs of its white and blue collar employees for training and improvement as well as the
added-value they create through the Individual Performance Management. Moreover, the Group carries out processes of assignments
and appointments in a manner that would maximize business productivity in line with objective criteria.
Relations with unionized workforce are carried out through the representatives of the trade union. For white-collar employees, there
is no extra trade union representative. However, the required divisions such as the Human Resources, the Training, the Administrative
Affairs, the Occupational Health and Safety have been established within the Group in order to carry out relations with our employees.
The Group did not receive any complaints from the employees in relation to any cases concerning discrimination in 2014 or the
previous years.
The Company has created written procedures and regulations regarding all human resources processes and all these documents are
made available to all employees at an easily-accessible corporate portal. Furthermore, employees are also informed via e-mail.
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Three applications to our Company were evaluated in 2015 for Independent Board Member position. In our Company tasks of
Candidate Nomination Committee are carried out by Corporate Governance Committee. The Committee reports, prepared by the
Committee on February 05, 2015, pertaining to the candidacy of Mr Emin Hakan Eminsoy, Mr Hakkı Cemal Ererdi and Mr Ali Tuğrul
Alpacar as the independent board members were submitted to the Board of Directors on February 10, 2015. Due to being a member
of the Group 1 within the scope of Corporate Governance Principles, the application was submitted to the Capital Markets Board in
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Erdemir Group Annual Report 2015
line with the required process pertaining to the independent board members. No opposing or dissenting view was received for this.
The independence declarations of the Independent Board Members are included in the appendix of the Board of Directors’ Activity
Report. In 2015, no situation has occurred for violation of the independency.
The members of the Board of Directors are not prevented from assuming other duties outside the Company. The Board Members’
résumés and duties outside of the Company, are published on the Company website, under the scope of the Corporate Governance
Principles No: 1.3.1. The positions held outside of the Company by the Board Members can be found in the appendix of the Board of
Directors’ Annual Report.
Except the Independent Board Members, Board of Directors consists of legal persons and Company has a woman member who is the
proxy of a legal person.
5.2. Principles of Activity of the Board of Directors
The Board of Directors meets at the Company headquarters or at a different location, determined by the Board, at least six times a year
or as often as business requires. The Board of Directors elects a chairman among its members during the first meeting of the year. In
the absence of the chairman, a deputy chairman is also elected by the Board of Directors during the first meeting of the year to act on
behalf of the chairman. The procedure applied for assembling the Board of Directors, the quorum for the meeting, the resolution and
voting as well as the task, rights and powers of the Board of Directors are subject to the Turkish Commercial Code and the provisions
of relevant legislation. The decisions of the Board of Directors are written down on the decision book and signed by the Chairman
and the members. Reserving the Article 22 of the Articles of Association, the rights and powers assigned to the Group A, the Board of
Directors can delegate all or a number of the representative and administrative powers of the Company to one or several executive
members of the Board of Directors, other than the independent board members.
No resolution can be passed by Board of Directors on the issues mentioned in articles 22 and 37 of the present Articles of Association
without the affirmative vote of the member of Board of Directors as the usufructuary to represent the Group A shares.
The requests of the members of the Board and the managers are taken into consideration concerning the items on agenda, whereas
the meeting agenda of the Board of Directors is formed by the Chairman of the Board. 7 meetings were held by the Board of Directors
in 2015. The attendance rate was 95% for these meetings. The date for the following Board meeting is set based on the requirement
of the company and on the requests arising from the members. The members are invited to the meeting via e-mail messages. The
secretariat, set up in accordance with the Corporate Governance Principles under the body of the Board of Directors, informs the Board
members on the meeting agenda and forwards them the relevant documents on the agenda. Neither the Chairman nor the members
of the Board have a weighted voting right. All members, including the Chairman, have equal voting rights. Dissenting opinions and
votes, disclosed at Board of Directors’ meetings, are written down in the minutes.
It shall be observed the Corporate Management Principles, the implementation of which is made obligatory by Capital Markets Board.
The transactions made and the resolutions passed without observing the obligatory principles are held invalid and deemed contrary to
the articles of association.
With regard to the implementation of the Corporate Management Principles, the regulations of Capital Market Board on corporate
management are observed in the transactions deemed to have an important nature and any related party transactions of the
company, which are of important nature as well as the transactions for giving security and establishing pledge and mortgage in favor
of third persons.
There was no dissenting vote related with the Board Members’ different opinions in the relevant period.
The questions, addressed by a Board Member during the meeting are written on the decision record upon the relevant Board Member
request.
Board Members have not been granted weighted voting rights and/or negative vetoing rights.
The amount of the insurance, which covers personal responsibilities of Board Members arising from the legal obligations, is US$ 75
million. The insurance compensates for the legal expense and indemnity.
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5.3. Number, Structure and Independence of the Committees Established Under the Board of Directors
The Audit Committee, The Early Detection of Risk Committee and The Corporate Governance Committee were set up so that the
Board of Directors is able to perform their tasks and responsibilities more effectively. By considering the structure of the Board of
Directors, the fulfilling of the power, the duty and the responsibility foreseen for The Candidate Nomination Committee and the
Remuneration Committee was delegated to and passed onto the Corporate Governance Committee upon the Board of Directors’
decision Numbered 9148, dated June 29, 2012. The frequency of gathering for the committees, their activities and procedures to be
followed while carrying out the activities are stated in the regulations published on our website. The decisions made as a result of
work carried out independently by the committees are submitted to the Board of Directors as proposals and the ultimate decision is
reached conclusively by the Board of Directors.
Our Company has ensured the structuring of the management within the framework of the Communiqué regarding the Corporate
Governance Principles. One member is assigned for more than one committee due to the condition that requires the Auditing
Committee to be made up of completely independent board members and the chairmen of the other committees to be comprised of
the independent board members.
Audit Committee
Name-Surname Title Relation with the Company Details
Hakkı Cemal Ererdi Chairman Board Member Independent / Not Executive
Ali Tuğrul Alpacar Member Board Member Independent / Not Executive
Frequency of Meetings: Once every three months and at least four times a year.
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Erdemir Group Annual Report 2015
Duration is calculated based on the credit portfolio and cash flow projections in order to manage interest rate risks Erdemir Group is
exposed to and the amount of gain / loss, which may arise possible interest rate changes, is measured using a sensitivity analysis.
Additionally, the ratio of total amount of loans with a floating interest rate to whole credit portfolio of the Group is monitored and
actions are taken to keep this ratio within a defined limit. Derivative instruments are assessed and analyzed in detail. According to firm
and market situation, convenient transactions are executed within certain limits.
Similarly, with regards to liquidity risk management, credit usage and paybacks and cash flow projections are monitored and necessary
actions are taken.
The feasibility reports, including all types of technical and financial evaluations, related to all planned investments in the Erdemir
Group’s mid/long term strategic road map are prepared by the System Development Department of the relevant Group Companies
and are submitted to Business Development Directorate. The Business Development Department examines the feasibility reports
from their consistency and accuracy perspectives, then prepares the financial evaluation reports by analyzing “Internal Rate of Return,
Net Present Value, Return on Investment period and ratio, then submits these reports to the Group Financial Affairs Coordinator. No
planned investments can be submitted to the Board of Directors without the approval of the Group Financial Affairs Coordinator.
Internal Audit Department is in charge of evaluating and improving the effectiveness of risk management, control and governance
processes of Erdemir Group companies and it reports directly to the Chairman and Executive Director of the Board. In accordance with
Capital Markets Board regulations, the effectiveness of internal control system is evaluated by the Board of Directors at least once in
a year. In this context, Internal Audit Department reports to the Audit Committee, which comprises of independent board members,
about internal audit activities regularly as requested.
5.5. Strategic Targets of the Company
Company’s vision, medium and long term targets and strategies are determined within the scope of Company’s Strategic Planning
Process. In accordance with Company’s strategic approach, next year’s targets and activities are detailed and set Company’s budget
within the context of budget process. Annual budgets are approved by the Board of Directors and monitored during the year.
Targets in Company’s budget, which is approved by the Board of Directors, are deployed towards individual targets by all the units
utilizing the target deployment systematic.
Company’s current situation is reviewed and Company’s activities are compared with the previous period and budget targets in the
regular meetings of Board of Directors.
5.6. Financial Rights
All types of rights, benefits and fees vested upon the board members and executives with administrative responsibilities, and the
criteria deemed to determine such rights, benefits and fees as well as the compensation basics are published under the Compensation
Policy heading of our Company websites. The Board Members are paid in accordance with the decision of General Assembly which
is also disclosed to the public through the general assembly minutes published on the Company websites. The fees remitted to the
executives with administrative responsibilities are determined by the Board of Directors. The payments effected to the executives are
disclosed to the public and included in our Annual Report.
According to the decisions made by the General Assembly Meeting held on March 31, 2015, the Board Members elected in
representation of the B Group shares shall not be paid. The Board Members elected in representation of the A Group Shares shall be
paid 2,360 TRY per month (at the beginning of the relevant month, paid in advance, net) and the Independent Board Members shall
be paid 5,500 TRY per month (at the beginning of the relevant month, paid in advance, net).
At the determination of the monetary rights of the Board members, a rewarding that is based on performance and showing the
performance of the Company is not applied. No loans were offered to either a board member or an executive within the period. No
loan utilization was granted directly or through a third party. Furthermore, no collaterals such as bails were offered in favor.
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BOARD OF DIRECTORS COMMITTEE OPERATING Financial Information
Under Company Board of Directors resolution 9347 dated 31 March 2015, it was resolved, pursuant to the provisions of Capital
Markets Board Corporate Governance Communique 11-17.1:
• To appoint independent directors Hakkı Cemal ERERDİ and Ali Tuğrul ALPACAR to serve as the Audit Committee and Mr ERERDİ to
be the committee’s chairman;
• To appoint independent directors Emin Hakan EMİNSOY and Ali Tuğrul Alpacar and investor relations manager İdil ÖNAY to serve as
the Corporate Governance Committee and Mr EMİNSOY to be committee’s chairman;
• To appoint independent directors Emin Hakan EMİNSOY and Hakkı Cemal ERERDİ to serve as the Risk Detection Committee and Mr
EMİNSOY to be the committee’s chairman.
Taking the structure of the company Board of Directors into account, the board decided under resolution 9149 dated 29 June 2012 to
delegate the authorities, duties, and responsibilities of both a nomination committee and a remuneration committee to the Corporate
Governance Committee instead.
Committees’ meeting schedules and their activities, and operational procedures are specified in sets of regulations that are published
on our corporate websites www.erdemirgrubu.com.tr and www.erdemir.com.tr. The decisions that such committees take are of an
advisory nature and they are submitted as such to the Board of Directors, which has the final say.
During 2015, the Board of Directors’ committees fulfilled their duties and responsibilities as required by corporate governance
principles and their own regulations and they convened in accordance with their annual meeting schedules as indicated below.
• The Audit Committee convened four times: 09 February 2015, 16 April 2015, 04 August 2015, 27 October 2015.
• The Corporate Governance Committee convened four times: 10 February 2015, 27 April 2015, 05 August 2015, 04 November 2015.
• The Risk Detection Committee convened six times: 10 February 2015, 27 April 2015, 05 August 2015, 04 November 2015,
16 December 2015, 29 December 2015.
Reports containing information about these committees’ activities and the results of the committees’ meetings were submitted to the
Board of Directors.
The Audit Committee oversaw the operation and effectiveness of the Company’s:
• Accounting system,
• Independent auditing,
• Contributing to the developmental and implementary processes of the Company’s corporate governance principles and making
solution-oriented suggestions to the Board of Directors on such matters; ascertaining whether or not corporate governance
principles are being complied with at the company and, if they are not, identifying both the reasons for and any conflicts of interest
that may arise on account of such less than full compliance; making recommendations to the Board of Directors on ways to improve
corporate governance practices.
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Erdemir Group Annual Report 2015
• Working on a transparent system for identifying, evaluating, and training candidates for seats on the Board of Directors; identifying
policies and strategies for such a system.
• Regularly assessing the structure and effectiveness of the Board of Directors; making recommendations to the Board of Directors
concerning possible changes in such matters.
• Determining and overseeing approaches, principles, and practices applicable to board members’ and senior executives’ performance
evaluations and career-planning processes.
• Making suggestions pertaining to principles governing the remuneration of board members and senior executives taking the
company’s long-term objectives into account.
The Risk Detection Committee’s activities consisted, as required by laws and regulations, of:
• Identifying risks with the potential to threaten the company’s existence, development, and/or continuity.
• Ensuring that due precautions are taken with respect to risks that are identified.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
INTERNAL AUDIT SYSTEM Financial Information
The effectiveness of the risk management, control and governance processes in Erdemir Group companies is assessed through audits
conducted by Internal Audit Department which reports directly to the Group’s Chairman & Managing Director. The Audit Committee,
which consists of independent board members, is informed about the audit activities and effectiveness of the internal control system
at least once in a year and upon request.
All business process audits at Erdemir Group are carried out with risk based and value added approach, in accordance with the annual
audit calendar approved by the Group’s Chairman & Managing Director, and based on international standards for the professional
practice of internal auditing. During the audit activities, internal control environment of a process is evaluated with a systematic
approach and mitigating controls are suggested if necessary. Action plans determined by the management are followed up and
reported regularly.
Quality assurance activities are held to assess effectiveness of the activities performed by the internal audit function. Performance
evaluations are conducted within the audit team continuously and in real time, constructive feedback of audited process owners are
gathered through the evaluation surveys at the end of each audit project. Auditing practices are reviewed regularly and professional
standards are taken into consideration consistently.
Internal audit function also coordinates the works to improve and maintain ethics and compliance system as well. Investigation
activities are carried out by the Internal Audit Directorate with regards to conformity with Erdemir Group Code of Ethics and Business
Conduct updated in 2014. There are written and verbal communication channels (e-mail, mail and ethics hotline) where shareholders
may directly get information from and/or report possible violations. Ethics Committee is the top governance body responsible for
resolving incompliances with regards to Erdemir Group Code of Ethics and Business Conduct and applying sanctions when needed.
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Erdemir Group Annual Report 2015
AFFILIATED COMPANY REPORT AS PER ARTICLE 199 OF THE TURKISH COMMERCIAL CODE
During 2015, our Company was not–at the instigation either of its majority shareholder, the Turkish Armed Forces Pension Fund
(OYAK), or of any OYAK affiliate–a party to any legal transaction that would have benefited either OYAK or an OYAK affiliate; neither
did our Company take or avoid taking any action on the grounds that doing so would have been beneficial either to OYAK or to
an OYAK affiliate. All of the business dealings between our Company and our majority shareholder and our majority shareholder’s
affiliates during 2015 took place under conditions that were consistent with market (i.e. arms-length) conditions.
During 2015, both the extensive and continuous trading in goods of a commercial nature between our Company and its affiliate
İskenderun Demir ve Çelik AŞ as governed by CMB Corporate Governance Communique 11-17.1 corresponded to more than 10%
of the total cost of sales and the extensive and continuous trading in goods of a commercial nature between our Company and
its affiliate Erdemir Çelik Servis Merkezi Sanayii ve Ticaret AŞ as governed by CMB Corporate Governance Communique 11-17.1
corresponded to more than 10% of the total cost of sales. It is anticipated that such dealings will continue take to place on the same
basis in 2016 as well on the grounds that they appear to be reasonable when compared with those of previous years and with market
conditions.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
STATEMENT OF RESPONSIBILITY Financial Information
STATEMENT OF RESPONSIBILITY PURSUANT TO THE ARTICLE 9 OF THE SECOND SECTION OF THE CAPITAL MARKETS BOARD’S
COMMUNIQUÉ ON PRINCIPLES OF FINANCIAL REPORTING IN CAPITAL MARKETS
BOARD OF DIRECTORS’ RESOLUTION ON THE APPROVAL OF FINANCIAL STATEMENTS AND ANNUAL REPORT
RESOLUTION DATE: 08.03.2016
RESOLUTION NUMBER: 9396
We have reviewed Ereğli Demir ve Çelik Fabrikaları T.A.Ş. consolidated financial statements and annual report for the fiscal year ended
31 December 2015.
Based on the information we possess within the scope of our duties and responsibilities in the Company;
• The consolidated financial statements and the annual report do not contain any incorrect statement or any omission of material
facts that may result in misleading conclusion as of the date of the issuance,
• The consolidated financial statements prepared in accordance with the financial reporting standards in effect provide an accurate
view of the assets, liabilities, financial position and profit (loss) of the Company,
• The annual report provides an accurate view of the development and performance of the business and the consolidated financial
position of the Company along with the principal risks and uncertainties the Company is exposed to.
Sincerely,
*This statement has been published on the Public Disclosure Platform (PDP) on March 8, 2016.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
We have audited the accompanying consolidated statement of financial position of Ereğli Demir ve
Çelik Fabrikaları T.A.Ş. (the Company) and its subsidiaries (together will be referred to as “the Group’’)
as at 31 December 2015 and the related consolidated statement of profit or loss, consolidated
statement of other comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended and a summary of significant accounting
policies and explanatory notes.
The Group management is responsible for the preparation and fair presentation of these consolidated
financial statements in accordance with the Turkish Accounting Standards and for such internal
controls as management determines is necessary to enable the preparation and fair presentation of
consolidated financial statements that are free from material misstatement, whether due to error
and/or fraud.
Our responsibility is to express an opinion on these consolidated financial statements based on our
audit. Our audit was conducted in accordance with Standards on Auditing as issued by the Capital
Markets Board of Turkey and Auditing Standards which are part of the Turkish Auditing Standards
issued by POA. Those standards require that ethical requirements are complied with and that the
independent audit is planned and performed to obtain reasonable assurance whether the
financial statements are free from material misstatement.
Independent audit involves performing independent audit procedures to obtain independent audit
evidence about the amounts and disclosures in the financial statements. The independent audit
procedures selected depend on our professional judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to error and/or fraud. In making those
risk assessments; the entity’s internal control system is taken into consideration. Our purpose,
however, is not to express an opinion on the effectiveness of internal control system, but to design
independent audit procedures that are appropriate for the circumstances in order to identify the
relation between the financial statements prepared by the Group and its internal control system. Our
independent audit includes also evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Company’s management, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained during our independent audit is sufficient and
appropriate to provide a basis for our audit opinion.
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Erdemir Group Annual Report 2015
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the financial position of Ereğli Demir ve Çelik Fabrikaları T.A.Ş. and its subsidiaries as at 31
December 2015 and their financial performance and cash flows for the year then ended in accordance
with the Turkish Accounting Standards.
Emphasis of Matter
Without qualifying our opinion we draw attention to the matter in Note 16 to the accompanying
consolidated financial statements. The court cases related to Capital Market Board’s (“CMB”) claim
that the Company had prepared its 31 December 2005 financial statements in accordance with
International Financial Reporting Standards instead of Communiqué Serial XI, No:25 on “Accounting
Standards in Capital Markets” without taking the permission of the CMB in prior years were concluded
against the Company at Council of State and such conclusions declared to the Company via
notifications sent in July 2012. On 1 August 2012, the Company applied to the Administrative Court to
remove the conflicting decisions of this court; but the Administrative Court decided to reject the
application by the notification made on 17 February 2014. However, lawsuit filed by the Privatization
Administration (“PA”) of The Turkish Republic is at the stage of appeal at the Supreme Court and is
pending as of the date of our report.
1) Auditors’ report on Risk Management System and Committee in accordance with subparagraph
4, Article 378 of Turkish Commercial Code no. 6102 (“TCC”) is prepared to be submitted to the
Board of Directors of the Company on 8 March 2016.
2) In accordance with subparagraph 4, Article 402 of the TCC, no significant matter has come to
our attention that causes us to believe that the Company’s bookkeeping activities for the period
1 January - 31 December 2015 and financial statements are not in compliance with the code
and provisions of the Company’s articles of association in relation to financial reporting.
3) In accordance with subparagraph 4, Article 402 of the TCC, the Board of Directors submitted to
us the necessary explanations and provided required documents within the context of audit.
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2015 in Summary
Sustainability
Corporate Governance
Financial Information
TABLE OF CONTENTS
Page
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 98-99
CONSOLIDATED STATEMENT OF INCOME 100
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 101
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 102
CONSOLIDATED STATEMENT OF CASH FLOW 103
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 104-183
NOTE 1 GROUP’S ORGANIZATION AND NATURE OF OPERATIONS 104-105
NOTE 2 BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS 106-128
NOTE 3 SEGMENTAL REPORTING 128
NOTE 4 CASH AND CASH EQUIVALENTS 129
NOTE 5 FINANCIAL DERIVATIVE INSTRUMENTS 130-133
NOTE 6 FINANCIAL LIABILITIES 133-134
NOTE 7 TRADE RECEIVABLES AND PAYABLES 135-136
NOTE 8 OTHER RECEIVABLES AND PAYABLES 136-137
NOTE 9 INVENTORIES 137-138
NOTE 10 PREPAID EXPENSES 138
NOTE 11 INVESTMENT PROPERTIES 139
NOTE 12 PROPERTY, PLANT AND EQUIPMENT 140-141
NOTE 13 INTANGIBLE ASSETS 142-143
NOTE 14 GOVERNMENT GRANTS AND INCENTIVES 144
NOTE 15 EMPLOYEE BENEFITS 144-146
NOTE 16 PROVISIONS 147-151
NOTE 17 COMMITMENTS AND CONTINGENCIES 152
NOTE 18 OTHER ASSETS AND LIABILITIES 153
NOTE 19 DEFERRED REVENUE 153
NOTE 20 EQUITY 154-156
NOTE 21 SALES AND COST OF SALES 157
NOTE 22 RESEARCH AND DEVELOPMENT EXPENSES, MARKETING, SALES AND DISTRIBUTION EXPENSES,
GENERAL ADMINISTRATIVE EXPENSES 158
NOTE 23 OPERATING EXPENSES ACCORDING TO THEIR NATURE 158-159
NOTE 24 OTHER OPERATING INCOME/EXPENSES 159-160
NOTE 25 FINANCE INCOME 160
NOTE 26 FINANCE EXPENSE 161
NOTE 27 TAX ASSETS AND LIABILITIES 161-166
NOTE 28 EARNINGS PER SHARE 166
NOTE 29 RELATED PARTY TRANSACTIONS 167-168
NOTE 30 NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS 169-179
NOTE 31 FINANCIAL INSTRUMENTS (FAIR VALUE AND FINANCIAL RISK MANAGEMENT DISCLOSURES) 180-182
NOTE 32 SUBSEQUENT EVENTS 183
NOTE 33 ADDITIONAL INFORMATION FOR CASH FLOW STATEMENTS 183
NOTE 34 OTHER ISSUES AFFECTING THE CONSOLIDATED FINANCIAL STATEMENTS MATERIALLY OR
THOSE REQUIRED TO BE DISCLOSED FOR A CLEAR, UNDERSTANDABLE AND INTERPRETABLE PRESENTATION 183
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Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
The accompanying notes form an integral part of these consolidated financial statements.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION AS OF 31 DECEMBER 2015
(Amounts are expressed in Turkish Lira (“TRY Thousand”) unless otherwise indicated.)
The accompanying notes form an integral part of these consolidated financial statements.
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Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
The accompanying notes form an integral part of these consolidated financial statements.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
The accompanying notes form an integral part of these consolidated financial statements.
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Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
(Audited)
1 January 2014 3.500.000 156.613 (116.232) 106.447 23.255 (66.809) (9.344) 844.664 500.949 2.607.273 919.974 8.466.790 240.030 8.706.820
Net profit for the
period - - - - - - - - - - 1.601.415 1.601.415 59.376 1.660.791
Other comprehensive
income/(loss) - - - - 896 (58.905) 16.504 771.338 - - - 729.833 19.438 749.271
Total comprehensive
income/(loss) - - - - 896 (58.905) 16.504 771.338 - - 1.601.415 2.331.248 78.814 2.410.062
Dividend distributed (*) - - - - - - - - - (794.735) - (794.735) (11.840) (806.575)
Transfers 20 - - - - - - - - 116.406 803.568 (919.974) - - -
31 December 2014 20 3.500.000 156.613 (116.232) 106.447 24.151 (125.714) 7.160 1.616.002 617.355 2.616.106 1.601.415 10.003.303 307.004 10.310.307
In annual General Assembly dated 31 March 2015, dividend distribution (gross dividend per share: TRY 0,4000 (2014: TRY 0,2343)) amounting to TRY 1.400.000 thousand
(*)
(31 March 2014: TRY 820.000 thousand) from 2014 net profit was approved. As the Company holds 3,08% of its shares with a nominal value of TRY 1 as of 31 March 2015,
dividends for treasury shares are netted off under dividends paid. The dividend payment was completed at 26 May 2015. The Group paid TRY 52.240 thousand dividend to
non-controlling interests on İsdemir and Ermaden apart from the Equity holders of the Parent in current year (2014: TRY 11.840 thousand).
The accompanying notes form an integral part of these consolidated financial statements.
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2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
(Audited) (Audited)
Current Period Current Period Previous Period Previous Period
1 January 1 January 1 January 1 January
31 December 2015 31 December 2015 31 December 2014 31 December 2014
Note USD TRY’000 USD TRY’000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax and non-controlling interests 516.966 1.436.167 891.904 1.965.571
Adjustments to reconcile net profit before tax to net cash provided by
operating activities:
Depreciation and amortization expenses 21/23 206.511 561.442 199.663 436.622
Provision for employee termination benefits 15 25.965 70.591 25.127 54.947
Provision for seniority incentive premium 15 1.639 4.456 4.632 10.130
Gain on sale of property plant and equipment 24 (364) (989) (482) (1.054)
Gain on sale of investment property 24 (16.834) (45.767) - -
Loss on write off of property plant and equipment 24 1.346 3.659 1.887 4.127
Increase in provision for doubtful receivables 7/8 4.540 12.343 3.860 8.441
Increase in the allowance for inventories 9 9.871 26.836 6.831 14.938
Increase in the impairment of tangible assets 12 728 1.980 8.485 18.555
Increase in provision for unpaid vacations 15 3.350 9.109 3.883 8.492
(Decrease)/increase in provision for pending claims and lawsuits 16 (5.381) (14.630) 9.641 21.082
Increase in penalty prov. for obligatory empl.t shortage of disabled people 16 1.189 3.233 698 1.527
Increase in provision for termination fee of long term contract 16 75.000 203.903 - -
Increase in provision for state right on mining activities 16 626 1.703 2.223 4.861
(Decrease)/increase in provision for civil defense fund 16 (3.466) (9.422) 3.179 6.951
Interest expenses 26 45.077 122.551 84.265 184.271
Interest income from bank deposits 25 (31.734) (86.276) (24.545) (53.675)
Interest income from overdue sales 24 (23.843) (64.821) (27.145) (59.360)
Unrealized foreign currency (profit)/loss of financial liabilities (3.483) (9.468) (12.564) (27.474)
Loss/(gain) on fair value changes of derivative financial instruments 26 12.274 33.369 (5.588) (12.220)
Net cash provided by operating activities before changes in working
capital 819.977 2.259.969 1.175.954 2.586.732
Changes in working capital 33 493.567 1.435.096 195.772 453.975
Interest income from overdue sales collected 27.763 75.480 27.750 60.683
Lawsuits paid 16 (3.145) (8.550) (3.447) (7.537)
Penalty paid for the employment shortage of disabled people 16 (1.174) (3.192) (402) (880)
Corporate tax paid 27 (141.371) (384.346) (82.919) (181.327)
Employee termination benefits paid 15 (13.502) (36.709) (18.190) (39.777)
State rights paid for mining activities 16 (1.323) (3.598) (1.381) (3.019)
Unused vacation paid 15 (1.877) (5.102) (2.960) (6.474)
Seniority incentive premium paid 15 (589) (1.602) (1.017) (2.224)
Net cash provided by operating activities 1.178.326 3.327.446 1.289.160 2.860.152
CASH FLOWS FROM INVESTING ACTIVITIES
Changes in financial investments - - (29) (63)
Cash provided by sale of investment property 11 14.967 40.000 - -
Cash (used) by purchase of investment property 11 - - (680) (1.488)
Cash used in the purchase of tangible assets 12 (197.884) (537.987) (151.042) (330.298)
Cash used in the purchase of intangible assets 13 (7.277) (19.783) (6.783) (14.834)
Cash provided by sales of tangible assets 12/13/24 4.895 13.308 569 1.245
Net cash used in investing activities (185.299) (504.462) (157.965) (345.438)
CASH FLOWS FROM FINANCING ACTIVITIES
New borrowings 1.238.628 3.601.435 964.751 2.237.160
Repayment of borrowings (1.686.345) (4.903.216) (1.125.564) (2.610.071)
Interest paid (42.520) (116.301) (78.671) (172.037)
Interest received on bank deposits 32.530 87.308 22.839 49.945
Dividends paid (519.831) (1.356.865) (380.040) (794.735)
Dividends paid to non-controlling interests (19.871) (51.835) (5.330) (11.840)
Net cash used in by financing activities (997.409) (2.739.474) (602.015) (1.301.578)
NET CHANGES IN CASH AND CASH EQUIVALENTS (4.382) 83.510 529.180 1.213.136
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 4 940.865 2.181.773 355.997 759.804
Currency translation difference, net 71.461 665.415 55.689 208.833
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 4 1.007.944 2.930.698 940.866 2.181.773
Accrued interest income 4 1.377 4.005 2.172 5.037
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD INCLUDING
ACCRUED INTEREST INCOME 4 1.009.321 2.934.703 943.038 2.186.810
The accompanying notes form an integral part of these consolidated financial statements.
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Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Erdemir Grubu (“Group”), is composed of Ereğli Demir ve Çelik Fabrikaları T.A.Ş. (“Erdemir” or “the Company”), and its subsidiaries
which it owns the majority of their shares or has a significant influence on their management structure.
The immediate parent and ultimate controlling party of the Group are Ataer Holding A.Ş. and Ordu Yardımlaşma Kurumu, respectively.
Ordu Yardımlaşma Kurumu (OYAK/Armed Forces Pension Fund) was incorporated on 1 March 1961 under the Act No. 205 as a private
entity under its own law subject to Turkish civil and commercial codes and autonomous in financial and administrative matters. OYAK,
being an “aid and retirement fund” for Turkish Armed Forces’ members, provides various services and benefits within the framework
of social security concept anticipated by Turkish Constitution. OYAK has nearly sixty direct and indirect subsidiaries in industry, finance
and service sectors. The detailed information about OYAK can be found on its official website (www.oyak.com.tr).
The Company was incorporated in Turkey as a joint stock company in 1960. The principal activities of the Company are production of
iron and steel rolled products, alloyed and non-alloyed iron, steel and pig iron castings, cast and pressed products, coke and their by-
products.
The Company’s shares have been traded in Istanbul Stock Exchange since the establishment of the Istanbul Stock Exchange (year
1986).
The main operations of the companies included in the consolidation and the share percentage of the Group for these companies are
as follows:
The registered address of the Company is Barbaros Mahallesi Ardıç Sokak No:6 Ataşehir/İstanbul.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
The number of the personnel employed by the Group as at 31 December 2015 and 31 December 2014 are as follows:
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Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
The Company and all its subsidiaries in Turkey maintain their legal books of account and prepare their statutory financial statements
(“Statutory Financial Statements”) in accordance with accounting principles issued by the Turkish Commercial Code (“TCC”) and tax
legislation.
The Group’s consolidated financial statements and disclosures have been prepared in accordance with the communiqué numbered
II-14,1 “Communiqué on the Principles of Financial Reporting In Capital Markets” (“the Communiqué”) announced by the Capital
Markets Board (“CMB”) (hereinafter will be referred to as “the CMB Accounting Standards”) on 13 June 2013 which is published on
Official Gazette numbered 28676.
The financial statements are prepared on cost basis, except the derivative financial instruments and tangible assets used for silicon
steel and iron ore carried on fair value.
In accordance with article 5th of the CMB Reporting Standards, companies should apply Turkish Accounting Standards/Turkish
Financial Reporting Standards and its interpretations issued by the Public Oversight Accounting and Auditing Standards Authority of
Turkey (“POA”).
The functional currency of the Company and its subsidiaries’ İskenderun Demir ve Çelik A.Ş. “İsdemir” and Erdemir Çelik Servis Merkezi
San. ve Tic. A.Ş “Ersem” are US Dollars; Erdemir Madencilik San. ve Tic. A.Ş. “Ermaden” and Erdemir Mühendislik Yönetim ve Danışmanlık
Hizmetleri A.Ş. “Erenco” are TRY.
The functional currency of the foreign subsidiaries Erdemir Asia Pacific Private Limited “EAPPL” is US Dollars; Erdemir Romania S.R.L is EUR.
Presentation currency of the consolidated financial statements is TRY. According to IAS 21 (“The Effects of Changes in Foreign Exchange
Rates”) financial statements, that are prepared in USD Dollars for the Company, İsdemir, Ersem and EAPPL; in Euro for Erdemir Romania,
have been translated in TRY as the following method:
a) The assets and liabilities on financial position as of 31 December 2015 are translated from USD Dollars into TRY using the Central
Bank of Turkey’s exchange rate which is TRY 2,9076=US $ 1 and TRY 3,1776=EUR 1 on the balance sheet date (31 December 2014:
TRY 2,3189= US $ 1, TRY 2,8207=EUR 1).
b) For the twelve months period ended 31 December 2015, income statements are translated from the average TRY 2,7187 = US $ 1
and TRY 3,0181=EUR 1 rates of 2015 January - December period (31 December 2014: TRY 2,1868 = US $ 1 TRY 2,9059 = 1 EUR).
c) Exchange differences are shown in other comprehensive income as of foreign currency translation reserve.
d) The differences between presentation of statutory and historical figures are recognised as translation differences under equity. All
capital, capital measures and other measures are represented with their statutory figures, other equity accounts are represented
with their historic cost figures in the accompanying financial statements.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
The figures in USD amounts presented in the accompanying consolidated financial statements comprising the statements of financial
position as of 31 December 2015 and 31 December 2014, consolidated statement of income and other comprehensive income, and
consolidated statement of cash flows for the year ended 31 December 2015 represent the consolidated financial statements within
the frame of functional currency change that the Company has made, which is effective as of July 1, 2013, prepared in accordance
with the TAS 21- Effects of Changes in Foreign Exchange Rates.
Going concern
The Group prepared its consolidated financial statements in accordance with the going concern assumption.
The consolidated financial statements have been approved and authorized to be published on 8 March 2016 by the Board of Directors.
The General Assembly has the authority to revise the financial statements.
2.2 Comparative Information and Restatement of Consolidated Financial Statements with Prior Periods
The Group’s consolidated financial statements are presented in comparison with the previous period in order to allow for the
determination of the financial position and performance trends. The comparative information is reclassified when necessary in order
to be aligned with the current period consolidated financial statements.
The consolidated financial statements include the accounts of the parent company, Ereğli Demir ve Çelik Fabrikaları T.A.Ş., and its
Subsidiaries on the basis set out in sections below. The financial statements of the companies included in the consolidation have
been prepared as of the date of the consolidated financial statements and are based on the statutory records with adjustments and
reclassifications for the purpose of presentation in conformity TAS/TFRS promulgated by the POA as set out in the communiqué
numbered II-14.1, and Group accounting and disclosure policies.
Subsidiaries are the Companies controlled by Erdemir when it is exposed, or has rights, to variable returns from its involvement with
the investee and has the ability to affect those returns through its power over the investee.
Subsidiaries are consolidated from the date on which the control is transferred to the Group and are no longer consolidated from the
date that the control ceases.
The statement of financial position and statements profit or loss of the Subsidiaries are consolidated on a line-by-line basis and
the carrying value of the investment held by Erdemir and its Subsidiaries is eliminated against the related shareholders’ equity.
Intercompany transactions and balances between Erdemir and its Subsidiaries are eliminated on consolidation. The cost of, and the
dividends arising from, shares held by Erdemir in its Subsidiaries are eliminated from shareholders’ equity and income for the year,
respectively.
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Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
The table below sets out all Subsidiaries included in the scope of consolidation and discloses their direct and indirect ownership, which are
identical to their economic interests, as of 31 December 2015 and 31 December 2014 (%) and their functional currencies:
31 December 2015 31 December 2014
Functional Ownership Effective Functional Ownership Effective
Currency Interest Shareholding Currency Interest Shareholding
İsdemir US Dollars 95,07 95,07 US Dollars 95,07 95,07
Ersem US Dollars 100,00 100,00 US Dollars 100,00 100,00
Ermaden Turkish Lira 90,00 90,00 Turkish Lira 90,00 90,00
Erdemir Mühendislik Turkish Lira 100,00 100,00 Turkish Lira 100,00 100,00
Erdemir Romania S.R.L. Euro 100,00 100,00 Euro 100,00 100,00
Erdemir Asia Pasific US Dollars 100,00 100,00 US Dollars 100,00 100,00
2.4 Comparative Information and Restatement of Consolidated Financial Statements with Prior Periods
The Group’s consolidated financial statements are presented in accordance with the communiqué numbered II-14,1 “Communiqué on
the Principles of Financial Reporting In Capital Markets” (“the Communiqué”) announced by the Capital Markets Board (“CMB”). The
Group’s consolidated financial statements are prepared in comparison with the previous period in order to allow for the determination
of the financial position and performance trends in accordance with a new illustrative financial statements and guidance that has
been effective from the interim periods ended after 30 June 2013.
(Previously
Reported) (Restated) (Difference)
Account 31 December 2014 31 December 2014 31 December 2014
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2.4 Comparative Information and Restatement of Consolidated Financial Statements with Prior Periods (cont’d)
(Previously
Reported) (Restated) (Difference)
1 January - 1 January - 1 January -
Account 31 December 2014 31 December 2014 31 December 2014
2.5 Significant Judgments and Estimates of the Group on Application of Accounting Policies
The Group makes estimates and assumptions prospectively while preparing its consolidated financial statements. These accounting
estimates are rarely identical to the actual results. The estimates and assumptions that may cause significant adjustments to the carrying
values of assets and liabilities in the following reporting periods are listed below:
2.5.1 Useful lives of property, plant and equipment and intangible assets
The Group calculates depreciation for the fixed assets by taking into account their production amounts on the basis of cash flow unit set
by independent expert valuation Firm and useful lives that are stated in Note 2.8.3 and 2.8.4 (Note 12, Note 13).
The Group recognizes deferred tax on the temporary timing differences between the carrying amounts of assets and liabilities in the
financial statements prepared in accordance with TFRS and statutory financial statements which is used in the computation of taxable
profit. The related differences are generally due to the timing difference of the tax base of some income and expense items between
statutory and TFRS financial statements. The Group has deferred tax assets resulting from tax loss carry-forwards and deductible
temporary differences, which could reduce taxable income in the future periods. All or partial amounts of the realizable deferred tax
assets are estimated in current circumstances. The main factors which are considered include future earnings potential; cumulative
fiscal losses in recent years; history of loss carry-forwards and other tax assets expiring, the carry-forward period associated with the
deferred tax assets, future reversals of existing taxable temporary differences that would, if necessary, be implemented, and the nature
of the income that can be used to realize the deferred tax asset (Note 27).
The Group values its derivative financial instruments by using the foreign exchange and interest rate estimations and based on the
valuation estimates of the market values as of the balance sheet date (Note 5).
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2.5 Significant Judgments and Estimates of the Group on Application of Accounting Policies (cont’d)
Allowance for doubtful receivables reflect the future loss that the Group anticipates to incur from the trade receivables as of the
balance sheet date which is subject to collection risk considering the current economic conditions. During the impairment test for
the receivables, the debtors are assessed with their prior year performances, their credit risk in the current market, their performance
after the reporting date up to the issuing date of the financial statements; and also the renegotiation conditions with these debtors are
considered. As of reporting date the provision for doubtful receivables is presented in Note 7 and Note 8.
During the assessment of the provision for inventory the following are considered; analyzing the inventories physically and historically,
considering the employment and usefulness of the inventories respecting to the technical personnel view. Sales prices listed and
related data by sales prices of realized sales after balance sheet date, average discount rates given for sale and expected cost incurred
to sell are used to determine the net realizable value of the inventories. As a result of this, the provision for inventories with the net
realizable values below the costs and the slow moving inventories are presented in Note 9.
Actuarial Assumptions about discount rates, inflation rates, future salary increases and employee turnover rates are made to calculate
Group’s provision for employee benefits. The details related with the defined benefit plans are stated in Note 15.
Provision for lawsuits is evaluated by the Group based on opinions of Group Legal Counsel and legal consultants. The Group
determines the amount of provisions based on best estimates. As of Reporting date, provision for lawsuits is stated in Note 16.
The Group has initiated termination process of long-term service agreement, which is signed on 11 August 2008 to transport of
overseas iron ore supplies with capesize vessels for 2008-2022 period, in the last quarter of 2015. The Group Management has
concluded that there is a constructive obligation because of the Management’s decision and supplier’s intention towards termination
process related to the contract as of 31 December 2015 and possibility of cash outflow is more likely than not. The parties reached a
certain agreement on 24 February 2016 on termination of the aforementioned agreement with USD 75.000 thousand termination fee
and signing of a new freight contract linked with market prices. Therefore, it is considered that subsequent agreement on termination
cost, is an adjusting event after the balance sheet date since it lets the measurability of constructive obligation in a trustable manner.
As a result, USD 75.000 thousand provision for termination fee of long term contract is recognized as of 31 December 2015 (Note 16
and 24).
The Group, performs impairment tests for assets that are subject to depreciation and amortization in case of being not possible to
prevent recovery of the assets at each reporting period. Assets are grouped at the lowest levels which there are separately identifiable
cash flows for evaluation of impairment (cash generating units). As a result of the impairment works performs by the Group
management, as of the reporting date any impairment except calculated provision on non-financial assets has not been estimated
(Note 12).
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2.6 Offsetting
Financial assets and liabilities are offset and the net amounts are reported with their net values in the balance sheet where either there
is a legally enforceable right to offset the recognized amounts or there is an intention to settle on a net basis, or realize the asset and
settle the liability simultaneously.
The accounting policies adopted in preparation of the consolidated financial statements as at 31 December 2015 are consistent
with those of the previous financial year, except for the adoption of new and amended TFRS and TFRIC interpretations effective as
of 1 January 2015. The effects of these standards and interpretations on the Group’s financial position and performance have been
disclosed in the related paragraphs.
The new standards, amendments and interpretations which are effective as at 1 January 2015 are as follows:
In September 2014, POA issued the below amendments to the standards in relation to “Annual Improvements - 2010-2012 Cycle” and
“Annual Improvements - 2011-2013 Cycle.
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Standards issued but not yet effective and not early adopted
Standards, interpretations and amendments to existing standards that are issued but not yet effective up to the date of issuance of the
consolidated financial statements are as follows. The Group will make the necessary changes if not indicated otherwise, which will be
affecting the consolidated financial statements and disclosures, when the new standards and interpretations become effective.
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Standards issued but not yet effective and not early adopted (cont’d)
• TAS 16 and TAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to TAS 16 and TAS 38)
The amendments to TAS 16 and TAS 38, have prohibited the use of revenue-based depreciation for property, plant and equipment
and significantly limiting the use of revenue-based amortisation for intangible assets. The amendments are effective prospectively
for annual periods beginning on or after January 1, 2016. Earlier application is permitted. The amendments will not have an
impact on the financial position or performance of the Group.
• TAS 16 Property, Plant and Equipment and TAS 41 Agriculture (Amendment) - Bearer Plants
TAS 16 is amended to provide guidance that bearer plants, such as grape vines, rubber trees and oil palms should be accounted
for in the same way as property, plant and equipment in TAS 16. Once a bearer plant is mature, apart from bearing produce,
its biological transformation is no longer significant in generating future economic benefits. The only significant future
economic benefits it generates come from the agricultural produce that it creates. Because their operation is similar to that of
manufacturing, either the cost model or revaluation model should be applied. The produce growing on bearer plants will remain
within the scope of TAS 41, measured at fair value less costs to sell. Entities are required to apply the amendments for annual
periods beginning on or after January 1, 2016. Earlier application is permitted. The amendment is not applicable for the Group
and will not have an impact on the financial position or performance of the Group.
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Standards issued but not yet effective and not early adopted (cont’d)
The entity must apply the same accounting for each category of investments. The amendment is not applicable for the Group and will
not have an impact on the financial position or performance of the Group.
• TFRS 10 and TAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments)
In February 2015, amendments issued to TFRS 10 and TAS 28, to address the acknowledged inconsistency between the
requirements in TFRS 10 and TAS 28 in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint
venture, to clarify that an investor recognizes a full gain or loss on the sale or contribution of assets that constitute a business, as
defined in TFRS 3, between an investor and its associate or joint venture. The gain or loss resulting from the re-measurement at fair
value of an investment retained in a former subsidiary should be recognized only to the extent of unrelated investors’ interests in
that former subsidiary. An entity shall apply those amendments prospectively to transactions occurring in annual periods beginning
on or after January 1, 2016. Earlier application is permitted. The Group is in the process of assessing the impact of the standard on
financial position or performance of the Group.
• TFRS 10, TFRS 12 and TAS 28: Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10 and IAS 28)
In February 2015, amendments issued to TFRS 10, TFRS 12 and TAS 28, to address the issues that have arisen in applying the
investment entities exception under TFRS 10 Consolidated Financial Statements. The amendments are applicable for annual periods
beginning on or after January 1, 2016. Earlier application is permitted. The amendment is not applicable for the Group and will not
have an impact on the financial position or performance of the Group.
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In February 2015, POA issued, Annual Improvements to TFRSs 2012-2014 Cycle. The document sets out five amendments to four
standards, excluding those standards that are consequentially amended, and the related Basis for Conclusions. The standards affected
and the subjects of the amendments are:
• IFRS 5 Non-current Assets Held for Sale and Discontinued Operations - clarifies that changes in methods of disposal (through sale
or distribution to owners) would not be considered a new plan of disposal, rather it is a continuation of the original plan
• IFRS 7 Financial Instruments: Disclosures - clarifies that I) the assessment of servicing contracts that includes a fee for the
continuing involvement of financial assets in accordance with IFRS 7; ii) the offsetting disclosure requirements do not apply to
condensed interim financial statements, unless such disclosures provide a significant update to the information reported in the
most recent annual report
• IAS 19 Employee Benefits - clarifies that market depth of high quality corporate bonds is assessed based on the currency in which
the obligation is denominated, rather than the country where the obligation is located
• IAS 34 Interim Financial Reporting -clarifies that the required interim disclosures must either be in the interim financial statements
or incorporated by cross-reference between the interim financial statements and wherever they are included within the interim
financial report
The new standards, amendments and interpretations that are issued by the International Accounting Standards Board (IASB) but not
issued by Public Oversight Authority (POA)
The following standards, interpretations and amendments to existing IFRS standards are issued by the IASB but not yet effective up to
the date of issuance of the financial statements. However, these standards, interpretations and amendments to existing IFRS standards
are not yet adapted/issued by the POA, thus they do not constitute part of TFRS. The Group will make the necessary changes to its
consolidated financial statements after the new standards and interpretations are issued and become effective under TFRS.
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The modified retrospective approach would allow the standard to be applied beginning with the current period, with no
restatement of the comparative periods, but additional disclosures are required. The Group is in the process of assessing the impact
of the standard on financial position or performance of the Group.
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• IFRS 16 Leases
In January 2016, the IASB has published a new standard, IFRS 16 ‘Leases’. The new standard brings most leases on-balance sheet
for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting however
remains largely unchanged and the distinction between operating and finance leases is retained. IFRS 16 supersedes IAS 17
‘Leases’ and related interpretations and is effective for periods beginning on or after January 1, 2019, with earlier adoption
permitted if IFRS 15 ‘Revenue from Contracts with Customers’ has also been applied. The Group is in the process of assessing the
impact of the standard on financial position or performance of the Group.
• IAS 12 Income Taxes: Recognition of Deferred Tax Assets for Unrealised Losses (Amendments)
In January 2016, the IASB issued amendments to IAS 12 Income Taxes. The amendments clarify how to account for deferred tax
assets related to debt instruments measured at fair value. The amendments clarify the requirements on recognition of deferred tax
assets for unrealised losses, to address diversity in practice. These amendments are to be retrospectively applied for annual periods
beginning on or after January 1, 2017 with earlier application permitted. However, on initial application of the amendment, the
change in the opening equity of the earliest comparative period may be recognised in opening retained earnings (or in another
component of equity, as appropriate), without allocating the change between opening retained earnings and other components
of equity. If the Group applies this relief, it shall disclose that fact. The Group is in the process of assessing the impact of the
amendments on financial position or performance of the Group.
Valuation principles and accounting policies used in the preparation of the consolidated financial statements are as follows:
Revenue is measured at the fair value of the received or receivable amount. The estimated customer returns, rebates, and other similar
allowances are deducted from this amount.
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Sale of goods
Revenue from the sale of goods is recognized when all the following conditions are satisfied:
• The Group transfers the significant risks and benefits of the ownership of the goods to the buyer;
• The Group retains neither a continuing managerial involvement usually associated with ownership nor effective control over the
goods sold;
• The amount of revenue is measured reliably;
• It is probable that the economic benefits associated with the transaction will flow to the Group; and
• The costs incurred or to be incurred due to the transaction are measured reliably.
Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable,
which is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial asset to that asset’s
net carrying amount. Group’s interest income from time deposits is recognized in financial income. Group’s interest income from sales
with maturities is recognized in other operating income.
Rental income
Rental income from investment properties is recognized on a straight-line basis over the term of the relevant lease and recognised
under other operating income.
2.8.2 Inventories
Inventories are valued at the lower of cost or net realizable value. The costs, including an appropriate portion of fixed and variable
overhead expenses, are assigned to inventories held by the method most appropriate to the particular class of inventory, with the
majority valued by using the monthly weighted average method. Net realizable value is the estimated selling price in the ordinary
course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Property, plant and equipment purchased before 30 June 2013 are disclosed in the financial statements at their indexed historical
cost for inflation effects as at 30 June 2013, on the other hand the purchases made in 30 June 2013 and in later periods are presented
at their historical cost, less depreciation and impairment loss. Except for land and construction in progress, other tangible assets
are depreciated according to straight-line basis or units of production method basis using the expected useful lives and production
amounts of the assets.
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Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
The Group’s tangible fixed assets operating in the production of iron ore and high silicon flat steel are stated in the balance sheet at
their fair value amounts at the date of acquisition. Any increase arising from the revaluation of the existing assets is recorded under
the revaluation reserve, in the shareholders’ equity. A decrease in carrying amount arising on the revaluation of assets is charged to
the consolidated income statement to the extent that it exceeds the balance in the revaluation reserve that is related to the previous
revaluation.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated
recoverable amount, the assets or cash-generating units are written down to their recoverable amounts. The recoverable amount of
property, plant and equipment is the greater of net selling price and value in use.
In assessing the value in use, the estimated future cash flows are discounted to their present values using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate
largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Impairment losses are recognized in the consolidated income statement.
The rates that are used to depreciate the fixed assets are as follows:
Rates
Buildings 2-16%
Land improvements 2-33% and units of production level
Machinery and equipment 3-50% and units of production level
Vehicles 5-25% and units of production level
Furniture and fixtures 5-33%
Other tangible fixed assets 5-25%
Expenses after the capitalization are added to the cost of related asset and reflected in financial statements as a separate asset if
they shall mostly provide an economic benefit and their cost is measured in a trustable manner. Tangible assets are reviewed for
impairment if there are conditions showing that the securities are more than amount recoverable. Assets are grouped at the lowest
level which is cash-generating unit in order to determine impairment. Carrying amount of a tangible asset and recoverable value is the
one which is higher than the net sales price following the deduction of commensurable value for the sale of the asset. Useful life of
assets are reviewed as of date of balance sheet and adjusted, if required.
Maintenance and repair expenses are recorded as expense to the comprehensive income statement of the related period. The
Company omits the carrying values of the changed pieces occurred with respect to renovations from the balance sheet without
considering whether they are subject to depreciation in an independent manner from other sections. Main renovations are subject to
deprecation based on the shortest of residual life of the related tangible asset or useful life of the renovation itself.
Advances paid related to purchasing of tangible assets are monitored in prepaid expenses under fixed assets until the related asset is
capitalized or recognized under on-going investments.
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Intangible assets purchased before 30 June 2013 are recognized at their acquisition cost indexed for inflation effects as at 30 June
2013, on the other hand the purchases made in and after 30 June 2013 are recognized at acquisition cost less any amortization and
impairment loss. Intangible assets are amortized principally on a straight-line basis over their estimated useful lives and production
amounts. The estimated useful life and amortization method are reviewed at the end of each annual reporting period, and any
changes in the estimate are accounted for on a prospective basis.
Rates
Rights 2-33%
Exploration costs and other intangible fixed assets with special useful lives 5-10% and units of production
Other intangible fixed assets 20-33%
Investment properties, which are held to earn rental income and/or for capital appreciation are measured initially at cost any
accumulated impairment losses.
Investment properties are derecognized when either they have been disposed of or when the investment property is permanently
withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of
an investment property are recognized in the consolidated statement of income under other operating income/(expense).
Assets subject to depreciation and amortization are tested for impairment when events or changes in circumstances indicate the
carrying value may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the greater of net selling price and value in use. Recoverable amounts
are estimated for individual assets (for the cash-generating unit). Non-financial assets that are impaired are evaluated for reversal of
impairment amount at each reporting date.
Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets, one that takes a
substantial period of time to get ready for use or sale, are capitalized as part of the cost of that asset in the period in which the asset is
prepared for its intended use or sale. Investment revenues arising from the temporary utilization of the unused portion of facility loans
are netted off from the costs eligible for capitalization.
All other borrowing costs are recognized directly in the consolidated income statement of the period in which they are incurred.
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Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
Financial assets and financial liabilities are recognized in the Group’s consolidated balance sheet when the Group becomes a legal
party for the contractual provisions of the financial instrument.
Financial assets
Financial assets, are initially measured at fair value, less transaction costs except for those financial assets classified as at fair value
through profit or loss, which are initially measured at fair value. All financial assets are recognized and derecognized on a trade
date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the
timeframe established by the market.
Financial assets are classified into the following specified categories: financial assets as ‘at fair value through profit or loss’, ‘held-to-
maturity investments’, ‘available-for-sale financial assets’ and ‘loans and receivables’. The classification depends on the nature and
purpose of the financial assets and is determined at the time of initial recognition.
The effective interest rate method is a method of calculating the amortized cost of a financial asset and of allocating the interest
income over the relevant period. The effective interest rate is the ratio exactly discounts the estimated future cash receipts through the
expected life of the financial asset to the net present value of the financial asset or in a shorter period where appropriate.
Incomes related to the debt instruments that are held to maturity and are available for sale, and financial assets that are classified as
loans and receivables are calculated according to the effective interest rate method.
Some of the shares and long term marketable securities held by the Group are classified as available for sale and recognized at their
fair values.
The financial assets, which are not priced in an active market and the fair value cannot be recognized accurately, are recognized at cost
less accumulated impairments.
Gains and losses arising from changes in fair value are recognized directly in the investments revaluation reserve with the exception
of impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary
assets which are recognized directly in the consolidated income statement. Where the investment is disposed of or is determined to
be impaired, the cumulative gain or loss previously recognized in the investments revaluation reserve is included in the consolidated
income statement for the period.
Dividends associated with the available for sale equity instruments are recognized in consolidated income statement when the Group
has the right to receive the related payments.
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Receivables
Trade receivables and other receivables are initially recognized at their fair value. Subsequently, receivables are measured at amortized
cost using the effective interest method.
Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at each reporting
period. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the
initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.
For receivables, the amount of the impairment is the difference between the asset’s carrying amount and the present value of
estimated future cash flows, discounted at the original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade
receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible,
it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the
allowance account. Changes in the carrying amount of the allowance account are recognized in the consolidated income statement
under general administrative expenses.
With the exception of available for sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases
and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized
impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment
is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
In respect of available for sale equity securities, any increase in fair value subsequent to an impairment loss is recognized directly in the
consolidated statement of comprehensive income.
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments which their
maturities are three-months or less from date of acquisition and that are readily convertible to a known amount of cash and are
subject to an insignificant risk of changes in value. The carrying amount of these assets approximates their fair value.
Financial liabilities
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract
that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The accounting policies adopted for
specific financial liabilities and equity instruments are set out below.
Financial liabilities are classified as either financial liabilities ‘at fair value through profit or loss’ or other financial liabilities.
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Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
Other financial liabilities are initially accounted at fair value, net of transaction costs.
Subsequently other financial liabilities are accounted at amortized cost using the effective interest method, with interest expense
recognized on an effective interest rate basis.
The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating the interest expense
to the relevant period. The effective interest rate is the rate that exactly discounts the estimated future cash payments through the
expected life of the financial liability, or, where appropriate, a shorter period to the net carrying amount.
Derivatives are initially recognized at cost of acquisition and are subsequently accounted to their fair value at the end of each
reporting period. The method of recognizing the result of gain or loss is dependent on the nature of the item being hedged.
On the date a derivative contract is entered into, the Group designates certain derivatives as either a hedge of the fair value of a
recognized asset or liability (fair value hedge) or a hedge from changes that could affect the statement of income due to a specific risk
in cash flow of a forecasted transaction (cash flow hedge). Fair value of the Group’s interest swap contracts is determined by valuation
methods depending on analyzable market data.
Changes in the fair value of the derivatives that are designated and qualified as cash flow hedges and that are highly effective, are
recognized in equity as hedging reserve. Where the forecasted transaction or firm commitment results in the recognition of an asset or
a liability, the gains and losses previously booked under equity are transferred from equity and included in the initial measurement of
the cost of acquisition of the asset or liability. Otherwise, amounts booked under equity are transferred to the consolidated statement
of income and classified as revenue or expense in the period in which the hedged item affects the statement of income.
When the hedging instrument expires, is sold, or when a hedge no longer meets the criteria for hedge than hedge accounting is
terminated. Any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the committed or
forecasted transaction ultimately is recognized in the statement of income. However, if the hedged transaction is not realized, the
cumulative gain or loss that was reported in equity is immediately transferred to the profit or loss of the current period.
The Group measures the derivative financial instruments held for fair value hedge purpose with their fair values and recognizes them
in the consolidated income statement under financial income/(expense).
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Foreign currency transactions are recorded at the rates of exchange prevailing on the dates of the transactions. Assets and liabilities
denominated in foreign currencies are converted at the exchange rates prevailing on the balance sheet date.
The Group records foreign currency (currencies other than the functional currency of the related company) transactions using
exchange rates of the date the transaction is completed. Foreign currency monetary items are evaluated with exchange rates as
of reporting date and arising foreign exchange income/expenses are recorded in consolidated statement of income. All monetary
assets and liabilities are evaluated with exchange rates of the reporting date and related foreign currency translation differences are
transferred to consolidated statement of income. Non-monetary foreign currency items that are recognized at cost are evaluated with
historic exchange rates. Non-monetary foreign currency items that are recognized at fair value are evaluated with exchange rates of
the dates their fair values are determined.
Earnings per share, disclosed in the consolidated income statement, are determined by dividing the net income attributable to equity
holders of the parent by the weighted average number of shares outstanding during the period concerned.
In Turkey, companies can increase their share capital by distributing “bonus shares” to shareholders from retained earnings. In
computing earnings per share, such “bonus share” distributions are assessed as issued shares. Accordingly, the weighted-average
number of shares are computed by taking into consideration of the retrospective effects of the share distributions.
Subsequent events include all events that take place between the balance sheet date and the date of authorization for the release
of the balance sheet, although the events occurred after the announcements related to the net profit/loss or even after the public
disclosure of other selective financial information.
In the case that events occur requiring an adjustment, the Group adjusts the amounts recognized in its consolidated financial
statements to reflect the adjustments after the balance sheet date. Post period end events that are not adjusting events are disclosed
in the notes when material.
Provisions are recognized when the Group has a present obligation as a result of a past legal or subtle event, where it is probable
that the Group will be required to settle that obligation and when a reliable estimate can be made of the amount of the obligation.
Contingent liabilities are assessed continuously to determine the probability of outflow of the economically beneficial assets. For
contingent liabilities, when an outflow of resources embodying economic benefits are probable, provision is recognized for this
contingent liability in the period when the probability has changed, except for the cases where a reliable estimate cannot be made.
When the Group’s contingent liabilities’ availability is possible but the amount of resources containing the economic benefits cannot
be measured reliably, then the Group discloses this fact in the notes.
124
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
A related party is a person or entity that is related to reporting entity, the entity that is preparing its financial statements.
(a) A person or a close member of that person’s family is related to a reporting entity if that person:
(i) has control or joint control over the reporting entity;
(ii) has significant influence over the reporting entity; or
(iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.
(b) An entity is related to a reporting entity if any of the following conditions applies:
(i) The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow
subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which
the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to
the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.
(vi) The entity is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the
entity (or of a parent of the entity).
A related party transaction is a transfer of resources, services or obligations between a reporting entity and a related party, regardless
of whether a price is charged.
Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, provisions for
taxes, as reflected in the consolidated financial statements, have been calculated on a separate-entity basis.
Income tax expense represents the sum of the current tax and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated
income statement because it excludes items of income or expense that are taxable or deductible in future and it further excludes
items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet date.
125
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Deferred tax
Deferred tax is determined by calculating the temporary differences between the carrying amounts of assets/liabilities in the financial
statements and the corresponding tax bases, used in the computation of the taxable profit, using currently enacted tax rates. Deferred
tax liabilities are generally recognized for all taxable temporary differences where deferred tax assets resulting from deductible
temporary differences are recognized to the extent that it is probable that future taxable profit will be available against which the
deductible temporary difference can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from
goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and
interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that
the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences
associated with such investments and interests are only recognized if it is probable that there will be sufficient taxable profits against
which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled
or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
Current and deferred tax are recognized as an expense or income in the consolidated income statement, except when they relate to
the items credited or debited directly to the equity (in this case the deferred tax related to these items is also recognized directly in the
equity), or where they arise from the initial accounting of a business combination. In the case of a business combination, the tax effect
is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s
identifiable assets, liabilities and contingent liabilities over cost.
126
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
According to the Turkish and Romanian law and union agreements, employee termination payments are made to employees in the
case of retiring or involuntarily leaving. Such payments are considered as a part of defined retirement benefit plan in accordance with
IAS19 (revised) “Employee Benefits” (“IAS 19”).
The termination indemnities accounted in the balance sheet and seniority incentive premium in accordance with the union
agreements in force represent the present value of the residual obligation. Actuarial gains and losses, on the other hand, are
recognized in the statement of other comprehensive income.
The Group makes certain assumptions about discount rates, inflation rates, future salary increases and employee turnover rates in
calculation of provisions for employee benefits. The present value of employee benefits is calculated by an independent actuary and
some changes are done in accounting assumptions used in calculations. The impact of the changes in assumptions is recognized in the
statement of income. The details related with the defined benefit plans are stated in Note 15.
Liabilities due to unused vacations classified as provisions due to employee benefits are accrued and discounted if the discount effect
is material.
The Group companies operating in Turkey are required to pay social insurance premiums to the Social Security Agency. As long as it
pays these insurance premiums, the Group does not have any further obligation. These premiums are reflected in the payroll expenses
incurred in the period.
Government grants and incentives are recognized at fair value when there is assurance that these grants and incentives will be
received and the Group has met all conditions required. Government grants and incentives related to costs are recognized as revenue
during the periods they are matched with the costs they will cover.
127
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Cash flows during the period are classified and reported as operating, investing and financing activities in the consolidated statement
of cash flows.
Cash flows arising from operating activities represent the cash flows that are used in or provided by the Group’s steel products and
metal sales activities.
Cash flows arising from investment activities represent the cash flows that are used in or provided by the investing activities (direct
investments and financial investments) of the Group.
Cash flows arising from financing activities represent the cash proceeds from the financing activities of the Group and the repayments
of these funds.
Cash and cash equivalents comprises of the cash on hand, the demand deposits and highly liquid other short-term investments which
their maturities are three months or less from the date of acquisition, are readily convertible to cash and are not subject to a significant
risk of changes in value.
The translation difference that occurs due to translation from functional currency to presentation currency is shown as translation
difference on cash flow statement.
Common shares are classified as equity. Dividends on common shares are recognized in equity in the period which they are approved
and declared.
When share capital recognized as equity is repurchased, the amount of the consideration paid which includes directly attributable
costs, is net of any tax effects, and is recognized as a deduction from equity. Repurchased shares are classified as treasury shares
and are presented as a deduction from total equity. When treasury shares are sold or reissued subsequently, the amount received is
recognized as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to/from retained earnings.
The operations of the Group in İskenderun and Ereğli have been defined as geographical segments. However, the segments with
similar economic characteristics have been combined into a single operating segment considering the nature of the products and the
production processes, methods to allocate the products and the type of customers or to provide services.
128
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
The detail of cash and cash equivalents as of 31 December 2015 and 31 December 2014 is as follows:
31 December 31 December
2015 2014
Cash 28 27
Banks - demand deposits 45.482 52.083
Banks - time deposits 2.889.193 2.134.700
2.934.703 2.186.810
31 December 31 December
2015 2014
31 December 31 December
2015 2014
Group’s bank deposits consist of deposits with maturity from 1 day to 3 months depending on immediate cash needs. Interest is
received based on current short-term rates on the market.
129
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
130
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
As of 31 December 2015 and 31 December 2014, the details of forward, option and cross currency swap transactions for fair value
hedge are as follows:
Assets Liabilities
Nominal Fair Nominal Fair
31 December 2015 Value Value Value Value
Forward contracts
Buy USD/Sell EUR Less than 3 months 141.485 8.571 17.848 85
Buy USD/Sell EUR Between 3-6 months 14.154 551 - -
155.639 9.122 17.848 85
Options contracts
Buy USD/Sell EUR Less than 3 months 11.187 1.709 - -
11.187 1.709 - -
Cross currency / interest rates swap contracts
Buy USD/Sell TRY Between 6-12 months 44.841 22.386 44.841 13.946
Buy EUR/Sell TRY More than 12 months 88.421 30.527 88.421 69
133.262 52.913 133.262 14.015
Assets Liabilities
Nominal Nominal
31 December 2014 Value Fair Value Value Fair Value
Forward contracts
Buy USD/Sell TRY Less than 3 months 441.870 18.776 - -
Buy TRY/Sell USD Less than 3 months - - 77.876 3.957
441.870 18.776 77.876 3.957
Options contracts
Buy TRY/Sell USD Less than 3 months 11.598 1.108 23.196 214
Buy USD/Sell EUR Between 6-12 months 11.843 696 23.686 348
Buy USD/Sell EUR More than 12 months 8.935 549 17.871 97
32.376 2.353 64.753 659
131
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Buy USD - Sell EUR forward contracts measured at fair value through other comprehensive income are designated as hedging
instruments in cash flow hedges of forecast sales in EUR. These forecast transactions are highly probable and their maturities vary
between January 2016 and March 2017.
The terms and conditions of the forward contracts match the terms and conditions of the expected highly probable forecast sales in
EUR. As a result, no hedge ineffectiveness arises requiring recognition and is tracked under other comprehensive income/expense
accounts since the aforementioned derivative transaction is a cash flow hedge derivative transaction until the sales is realized in
accordance with hedge accounting. TRY 8.450 thousand is recognised on consolidated statement of income until the collection is
made following the recording of revenue.
In respect of these contracts which has a nominal value of TRY 623.640 thousand for the purpose of hedging cash flow risk, with
related deferred tax effect TRY 11.931 thousand was included in other comprehensive income (31 December 2014: TRY 17.028
thousand).
As of 31 December 2015, TRY 50.635 thousand realised reclassification from other comprehensive income to sales during the year
(31 December 2014: None).
Cross currency and interest rate swap contracts for cash flow hedges of interest rate and currency risk of borrowings.
Group has fixing contracts for future interest and principle payments of floating interest rate borrowings. The fair values of these
contracts match the floating rate borrowings and was included in other comprehensive income. The maturities of these transactions
will be completed in December 2017.
The terms and conditions of those contracts match the terms and conditions of the floating rate borrowings. As a result, no hedge
ineffectiveness arises requiring recognition through profit or loss.
In respect of these contracts which has a nominal value of TRY 201.186 thousand, for the purpose of hedging cash flow risk, with
related deferred tax effect TRY (15.004) thousand was included in other comprehensive income (31 December 2014: TRY (7.160)
thousand).
Commodity swap contracts for hedges of price risk of raw material purchases:
The Group purchases iron ore on an ongoing basis as its operating activities. The Group has concluded iron ore swap contracts in order
to be protected from price risk of iron ore which shall be supplied in future and shall be used in the production of related sales in line
with its contracted sales.
Group’s iron ore forward contracts measured at fair value through other comprehensive income match iron ore price risk associated
with future long term sales contracts. These sales are highly probable and terms and conditions of iron ore forward contracts match
sales terms. As a result, no hedge ineffectiveness arises requiring recognition through profit or loss.
132
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
Commodity swap contracts for hedges of price risk of raw material purchases (cont’d):
The maturities of these 100 thousands tons of iron ore contracts which has a nominal value of TRY 12.117 thousand, are vary
between January 2016 and January 2017 and fair value with related deferred tax effect, TRY (412) thousand was included in other
comprehensive income.
As of 31 December 2015, TRY 2.493 thousand realised reclassification from other comprehensive income to cost of inventories during
the year (31 December 2014: None).
31 December 31 December
2015 2014
2.975.903 3.413.734
As of 31 December 2015, the breakdown of the Group’s loans with their original currency and their weighted average interest rates is
presented as follows:
Weighted
Average Rate of Short Term Long Term
Interest Type Type of Currency Interest (%) Portion Portion 31 December 2015
133
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
As of 31 December 2014, the breakdown of the Group’s loans with their original currency and their weighted average interest rates is
presented as follows:
Weighted
Average Rate of Short Term Long Term
Interest Type Type of Currency Interest (%) Portion Portion 31 December 2014
The breakdown of the loan repayments with respect to their maturities as follows:
31 December 31 December
2015 2014
134
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
As of the balance sheet date, the details of the Group’s trade receivables are as follows:
31 December 31 December
2015 2014
Short term trade receivables
Trade receivables 1.670.078 1.784.623
Due from related parties (Note 29) 43.130 36.409
Notes receivables - 42
Discount on receivables (-) (2.586) (2.107)
Provision for doubtful trade receivables (-) (77.993) (62.107)
1.632.629 1.756.860
The movement of the provision for short term doubtful trade receivables are as follows:
1 January - 1 January -
31 December 2015 31 December 2014
According to the market conditions and product types, a certain interest charge is applied for deferred trade receivables and overdue
interest is applied for overdue trade receivables.
As the Group provides services and products to a large number of customers, collection risk is widely distributed amongst these
customers and there is no significant credit risk exposure. Therefore, the Group does not provide for any further provision beyond the
doubtful receivables provisions that the Group has already provided for in the consolidated financial statements.
As of the balance sheet date, there is no significant amount of overdue receivables within the trade receivables.
Other explanatory notes related to the credit risk of the Group are disclosed in Note 30.
The Group provides provision according to the balances of all unsecured receivables under legal follow up.
135
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
As of the balance sheet date, the details of the Group’s trade payables are as follows:
31 December 31 December
Short term trade payables 2015 2014
582.203 417.579
As of the balance sheet date, the details of the Group’s other receivables and payables are as follows:
31 December 31 December
Short term other receivables 2015 2014
31 December 31 December
Long term other receivables 2015 2014
136
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
The movement of the provision for other doubtful receivables are as follows:
1 January - 1 January -
31 December 2015 31 December 2014
31 December 31 December
Short term other payables 2015 2014
Taxes payable 3.093 951
Employee’s income tax payables 21.453 24.202
Deposits and guarantees received 7.394 5.248
Dividend payables to shareholders (*) 1.740 1.190
33.680 31.591
(*)
Dividend payable represents the uncollected balances by shareholders related to the prior years.
NOTE 9 - INVENTORIES
As of the balance sheet date, the details of the Group’s inventories are as follows:
31 December 31 December
2015 2014
137
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
1 January - 1 January -
31 December 2015 31 December 2014
The Group has provided an allowance for the impairment on the inventories of finished goods, work in progress and raw materials
within the scope of aging reports in the cases when their net realizable values are lower than their costs or for slow moving
inventories. The provision released has been recognized under cost of sales (Note 21).
As of the balance sheet date, the details of the Group’s short term prepaid expenses are as follows:
31 December 31 December
2015 2014
As of the balance sheet date, the details of the Group’s long term prepaid expenses are as follows:
31 December 31 December
2015 2014
138
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
1 January - 1 January -
Cost 31 December 2015 31 December 2014
According to the recent valuation reports, the fair value of the Group’s investment properties is TRY 174.782 thousand
(31 December 2014: TRY 216.760 thousand). The fair values of the investment properties have been determined in reference to the
valuations of independent valuation firms authorized by the CMB of Turkey. The valuations are undertaken predominantly by using
the precedent values of similar properties as references under market approach.
According to the decision of Board of Directors of the Company, dated 10 April 2015 and numbered 9350; the investment properties
of the Group located in Balıkesir, Edremit District, Altınoluk town, are sold on 15 April 2015 in return for the value of TRY 46.000
thousand. TRY 45.767 thousand profit from investment property sales, recognised under other operating income.
For the year ended 31 December 2015, the Group generated rent income amounting to TRY 377 thousand (31 December 2014: TRY
256 thousand) recognized under other operating income.
139
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Accumulated Depreciation
Opening balance as of 1
January - (1.331.471) (2.052.408) (6.995.000) (459.676) (197.737) (20.526) (19.676) (11.076.494)
Transfers (****) - - - - - - (1.615) - (1.615)
Translation difference - (336.009) (523.730) (1.784.145) (80.044) (27.913) (5.021) (4.995) (2.761.857)
Charge for the period - (51.124) (75.059) (374.028) (27.694) (17.343) (4.400) - (549.648)
Impairment (***) - - (17) (1.963) - - - - (1.980)
Disposals - 67 713 47.905 4.998 1.717 2.521 - 57.921
Closing balance as of
31 December 2015 - (1.718.537) (2.650.501) (9.107.231) (562.416) (241.276) (29.041) (24.671) (14.333.673)
impairment loss of TRY (1.980) thousand that has been recognized in profit or loss under other operating expenses (Note 24). (31 December 2014: TRY (18.555) thousand).
(****)
The Group’s opening balances of leasehold improvements under intangible assets transferred to other property, plant and equipment.
As of 31 December 2015, the Group has no collaterals or pledges upon its tangible assets. (31 December 2014: None).
140
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
Accumulated Depreciation
Opening balance as of 1
January - (1.187.900) (1.828.208) (6.178.044) (414.762) (186.916) (18.295) - (9.814.125)
Translation difference - (103.488) (160.523) (543.162) (23.834) (8.373) (1.319) (1.121) (841.820)
Charge for the period - (40.083) (63.677) (285.197) (22.121) (13.885) (1.565) - (426.528)
Impairment - - - - - - - (18.555) (18.555)
Disposals - - - 11.403 1.041 11.437 653 - 24.534
Closing balance as of
31 December 2014 - (1.331.471) (2.052.408) (6.995.000) (459.676) (197.737) (20.526) (19.676) (11.076.494)
The breakdown of depreciation expenses related to property, plant and equipment is as follows:
31 December 31 December
2015 2014
Associated with cost of production 523.859 402.224
General administrative expenses 6.846 10.507
Marketing, sales and distribution expenses 18.142 13.653
Research and development expenses 801 144
549.648 426.528
141
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Exploration Costs
and Other Assets
with Specific Other
Rights Useful Life Intangible Assets Total
Cost
Opening balance as of 1 January 252.514 95.819 9.717 358.050
Translation difference 62.283 - 3.983 66.266
Additions 14.944 4.221 618 19.783
Transfers from CIP 4.074 - - 4.074
Transfers (*) - (4.206) - (4.206)
Closing balance as of 31 December 2015 333.815 95.834 14.318 443.967
Accumulated amortization
Opening balance as of 1 January (119.676) (62.603) (7.212) (189.491)
Translation difference (28.403) - (3.916) (32.319)
Charge for the period (15.431) (5.354) (630) (21.415)
Transfers (*) - 1.615 - 1.615
Closing balance as of 31 December 2015 (163.510) (66.342) (11.758) (241.610)
As of 31 December 2015, the Group has no collaterals or pledges upon its intangible assets (31 December 2014: None).
142
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
Exploration Costs
and Other Assets
with Specific Other
Rights Useful Life Intangible Assets Total
Cost
Opening balance as of 1 January 220.331 91.881 7.105 319.317
Translation difference 18.771 290 1.111 20.172
Additions 10.747 3.648 439 14.834
Transfers from CIP 2.665 - 1.062 3.727
Closing balance as of 31 December 2014 252.514 95.819 9.717 358.050
Accumulated amortization
Opening balance as of 1 January (98.121) (56.144) (5.902) (160.167)
Translation difference (8.227) (88) (1.108) (9.423)
Charge for the period (13.328) (6.371) (202) (19.901)
Closing balance as of 31 December 2014 (119.676) (62.603) (7.212) (189.491)
31 December 31 December
2015 2014
Associated with cost of production 17.504 17.374
General administrative expenses 3.363 2.013
Marketing, sales and distribution expenses 548 514
21.415 19.901
143
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
These grants and incentives can be used by all companies, which meet the related legislative requirements and those grants have no
sectoral differences.:
• Incentives under the jurisdiction of the research and development law (100% corporate tax exemption etc.)
• Inward processing permission certificates,
• Social Security Institution incentives
• Insurance premium employer share incentive.
Research and development incentive premiums taken or certain to be taken amounts to TRY 836 thousand (2014: TRY 531 thousand)
which are accounted under income statement for the year ended 31 December 2015.
The Group’s short term payables for employee benefits are as follows:
31 December 31 December
2015 2014
Due to personnel 93.459 74.611
Social security premiums payable 26.241 24.909
119.700 99.520
Long term provision of the employee termination benefits of the Group is as follows:
31 December 31 December
2015 2014
According to the articles of Turkish Labor Law in force, there is an obligation to pay the legal employee termination benefits to
each employee whose employment contracts are ended properly entitling them to receive employee termination benefits. Also, in
accordance with the effective laws of the Social Insurance Act No: 506 No: 2422 on 6 March 1981 and No: 4447 on 25 August 1999
and with the amended Article 60 of the related Act, it is obliged to pay the employees their legal employee termination benefits, who
are entitled to terminate.
As of 31 December 2015, the amount payable consists of one month’s salary limited to a maximum of TRY 3.828,37
(31 December 2014: TRY 3.438,22). As of 1 January 2016, the employee termination benefit has been updated to a maximum of TRY
4.092,53.
The employee termination benefit legally is not subject to any funding requirement.
144
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
The employee termination benefit has been calculated by estimating the present value of the future probable obligation of the
Group arising from the retirement of employees. TAS 19 (“Employee Benefits”) requires actuarial valuation methods to be developed
to estimate the Group’s obligation under defined benefit plans. The obligation as of 31 December 2015 has been calculated by an
independent actuary. The actuarial assumptions used in the calculation of the present value of the future probable obligation are as
follows:
31 December 2015 31 December 2014
Discount rates are determined considering the expected duration of the retirement obligations and the currency in which the
obligations will be paid. In calculations as of 31 December 2015, a fixed discount rate is used. Long term inflation estimates are made
using an approach consistent with discount rate estimates and long term inflation rate fixed over years is used.
The anticipated rate of resignation which do not result in the payment of employee benefits is also considered in the calculation.
The anticipated rate of resignation is assumed to be related with the past experience, therefore past experiences of employees are
analyzed and considered in the calculation. In the actuarial calculation as of 31 December 2015, the anticipated rate of resignation is
considered to be inversely proportional to the past experience. The anticipated rate of resignation is between 2%-0% for the employees
with past experience between 0-15 years or over.
1 January- 1 January-
31 December 2015 31 December 2014
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Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
The sensitivity analysis of the assumptions which was used for the calculation of provision for employment termination benefits as of
31 December 2015 as follows:
Sensitivity level
Discount rate
Rate 1% increase 1% decrease
Change in employee benefits liability (35.505) 41.291
Inflation rate
Rate 1% increase 1% decrease
Change in employee benefits liability 38.280 (25.618)
According to the current labor agreement, employees completing their 10th, 15th and 20th service years receive seniority incentive
premium payments.
1 January - 1 January -
31 December 2015 31 December 2014
1 January - 1 January -
31 December 2015 31 December 2014
146
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
NOTE 16 - PROVISIONS
31 December 31 December
2015 2014
147
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
As of 31 December 2015 and 31 December 2014, lawsuits filed by and against the Group are as follows:
31 December 31 December
2015 2014
The provisions for the lawsuits filed by the Group represents the doubtful trade receivables.
31 December 31 December
2015 2014
The Company, prepared its consolidated financial statements as of 31 March 2005, 30 June 2005 and 30 September 2005 according
to CMB’s Communiqué Serial XI No 25 on “Accounting Standards to be implemented in Capital Markets” which is not in effect
today, whereas its consolidated financial statements of 31 December 2005 was prepared according to International Financial
Reporting Standards by virtue of the Article 726 and Temporary Article 1 of the aforementioned Communiqué, and CMB’s letter no.
SPK.017/83-3483 dated 7 March 2006, sent to the Group Management. The aforementioned Communiqué (Serial XI No. 25 on the
“Accounting Standards to be implemented in Capital Markets”), and Communiqués inserting some provisions thereto together with
the Communiqués amending it, became effective starting with the consolidated financial statements of the first interim period ending
after 1 January 2005.
CMB asked the Company to prepare its consolidated financial statements of 31 December 2005 all over again according to the same
accounting standards set used during the period, to publish those statements, and to submit them to the General Assembly Approval
as soon as possible, by stating on its decision no. 21/526 dated 5 May 2006 that the Company’s changing the accounting standards
set used during the term (Serial XI, No 25) at the end of the same term (IFRS) caused decrease amount of TRY 152.330 thousand on
the period due to negative goodwill income.
The Company challenged the aforementioned decision before the 11th Administrative Court of Ankara (E. 2006/1396). This lawsuit
was rejected on 29 March 2007, but the Company appealed this rejection on 11 September 2007. 13th Chamber of the Council of
State rejected the appeal on 12 May 2010; however the Company also appealed this rejection on 2 September 2010. However, 13th
Chamber of the Council of State also dismissed this appeal against rejection on 6 June 2012 with its decision No. E. 2010/4196, K.
2012/1499. This decision was notified to the Company’s lawyers on 16 July 2012.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
CMB, prepared the Company’s consolidated financial statements as of 31 December 2005, which had been prepared according to
the IFRS, by adding the negative goodwill of TRY 152.330 thousand, that had previously been added to the accumulated earnings, to
the profit of 2005 on its own motion and account, and published them on Istanbul Stock Exchange Bulletin on 15 August 2006; with
the rationale that the Company had not fulfilled its due demand on grounds that “Article 726 and Temporary Provision 1 of CMB’s
Communiqué Serial XI, No. 25 authorize the use of IFRS on consolidated financial statements of 2005, although CMB had given the
Company a ‘permission’ No. SPK.0.17/83-3483 of 7 March 2006, and the lawsuits regarding this issue are still pending”. The Company
challenged CMB’s aforementioned decision by a separate lawsuit on 10 October 2006. 11th Administrative Court of Ankara rejected
this case on 25 June 2007. The Company appealed this rejection 11 October 2007; 13th Chamber of the Council of State, accepted the
appeal request and abolished the rejection judgment. CMB appealed the Chamber’s decision on 6 September 2010. 13th Chamber of
the Council of State accepted CMB’s appeal and reverted its previous abolishment decision, and ratified 11th Administrative Court of
Ankara’s judgment by the majority of the votes on 30 May 2012 with its decision no. E. 2010/4405; K. 2012/1352. This decision was
notified to the Company’s lawyers on 20 July 2012.
Had the Company started to prepare its consolidated financial statements in accordance with IFRS after 31 December 2005, it would
also have to present the comparative consolidated financial statements in accordance with IFRS based on “IFRS 1: First-time adoption
of International Financial Reporting Standards” and the previously recognized negative goodwill would be transferred directly to
retained earnings on 1 January 2005 instead of recognizing in the consolidated income statement in accordance with “IFRS 3: Business
Combinations”. Therefore, the net profit for the periods ended 31 December 2015 and 31 December 2014 will not be affected from
the above mentioned disputes.
Company’s Shareholders’ General Assembly, which was held at 30 March 2006, decided dividend distribution according to the
consolidated financial statements as of 31 December 2005, which was prepared according to IFRS. Privatization Administration, who
has a usufruct right over 1 (one) equity share among the Company shares it transferred to Ataer Holding A.Ş., filed a lawsuit at 1
May 2006 the 3th Commercial Court of Ankara against the aforementioned General Assembly decision, and claimed that, dividend
distribution decision must be abolished and TRY 35.673 thousand allegedly unpaid dividend must be paid to itself (E. 2006/218). The
Court rejected the case on 23 October 2008; Privatization Administration appealed this rejection on 7 January 2009. Court of Appeals’
11th Chamber reversed this rejection judgment on 30 November 2010; this time the Company appealed the Chamber’s decision on
18 February 2011. However, the Chamber rejected the Company’s appeal on 14 July 2011. The case file, sent back to 3th Commercial
Court of Ankara once again. (E. 2011/551). The case was dismissed at the hearing held on 26 June 2015. The case is at the stage of
appeal.
The Company, based on the above mentioned reasons, doesn’t expect for the possible effects of changes in the net profit for the
year ended 31 December 2005 due to the lawsuits mentioned above to have any impact in the accompanying consolidated financial
statements as of 31 December 2015 and 31 December 2014.
Enerjia Metal Maden Sanayi ve Ticaret A.Ş. initiated a debt collection proceeding that might end with a bankruptcy judgment against
the Company based on the Export Protocol No. 69187 of 2 July 2009 and “Additional Terms to the Erdemir-Enerjia Export Protocol No.
68197” drafted by and between Enerjia and the Company.
149
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
However the process stopped upon the Company’s objection to Enerjia’s request, and that led Enerjia to file a lawsuit against the
Company before the 7th Commercial Court of Ankara on 27 March 2010 claiming that the objection should be overruled and USD
68.312.520 should be paid to itself (E. 2010/259). The Court dismissed the case, in favor of the Company, on 23 June 2011. Enerjia
appealed this rejection. 23rd Chamber of the Court of Appeals accepted this rejection on 6 April 2012 (E. 2011/2915) and after this,
the case file was sent back to the 7th Commercial Court of Ankara. The case file was sent to the 4th Commercial Court of Ankara due
to the case shall seen by delegation according to the regulatory framework regarding the commercial courts. The Court has dismissed
the case at the hearing held on 9 September 2015. The case is at the stage of appeal.
An action of debt was instituted by Messrs. Bor-San Isı Sistemleri Üretim ve Pazarlama A.Ş. against our company at the 3rd Civil Court
of Kdz. Ereğli on 17 April 2013 under file no 2013/253 Esas claiming for the compensation of the loss arising from the sales contract
of TRY 18 thousand, reserving the rights for surplus. The Company was informed from the amendment petition, which was served
to the company on 1 November 2013 that the plaintiff pleaded from the court to raise the claim to TRY 10.838 thousand as assessed
by the expert opinion submitted to the court. The Company contested to the expert opinion and the amendment petition within
the statutory period. The court has given the judgment of dismissal on 11 March 2014. The plaintiff, Bor-San Isı Sistemleri Üretim ve
Pazarlama A.Ş. has appealed against the judgment. Upon the reversal of judgment, the Company appealed the decision of Supreme
Court of Appeal. The rejection decision of Supreme Court of Appeal has been notified to the Company on 28 January 2015. The case
ongoing with the Kdz. Ereğli Civil Court of First Instance 3rd (2015/16 E.) has dismissed at the hearing held on 9 September 2015. The
case is at the stage of appeal.
Corus International Trading Ltd. Co. (new trading title: Tata Steel International (North America) Ltd.) located at Illinois state of United
States of America and the Company executed a contract in 2008. The company fulfilled all its performances arisen from this contract
in January and February in 2009. Corus International Trading Ltd. Co. sold to third parties the products supplied from our company
but thereafter alleged that they directed claim to some compensation and that these claims must be covered by Erdemir. Parties could
not reach an exact agreement about this matter and then Corus International Trading Ltd. Co filed an action for compensation at
amount of USD 4.800 thousand together with accessory against the Company in Illinois State District Court of USA. It is learnt through
a notified made to the Company on 21 July 2010. After the subject case is dismissed by the court from jurisdiction aspect; this time a
lawsuit is re-filed by Tata Steel International (North America) Ltd.) in Texas State District Court. This case is also dismissed by the court
from jurisdiction aspect.
It is learnt through a notified made to the Company on 31 October 2012 that Corus International Trading Ltd. Co. (new trading
title: Tata Steel International (North America) Ltd.) filed an action for compensation at amount of TRY 8.669 thousand (USD 4.800
thousand) together with accessory against the Company before Ankara 14th Commercial Court of First Instance. As a result of
adjudication made; the court adjudged to dismiss the case on procedural grounds because of non-competence and to send the file to
commissioned and competent Karadeniz Ereğli Commercial Court of First Instance in Duty when the judgment becomes definite and
in case of request. The case still continues on file no. 2013/63 in Karadeniz Ereğli 2nd Civil Court of First Instance. The court file has
been entrusted to the expert. Date of next hearing of the case is 12 April 2016.
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Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
The Company signed fixed rate freight contract on 11 August 2008 for the 2008-2022 period with third parties considering the
fact that fixed-price overseas transportation of iron ore supplies with capesize vessels shall be more favorable under current market
conditions.
The Company has evaluated the extraordinary decrease in freight prices resulted from decrease in iron ore and oil prices in 2015 and
started negotiations with the service provider in the last quarter of 2015 regarding the termination of fixed price long-term freight
contract, which is in force.
The parties reached an final agreement on 24 February 2016 on termination of the aforementioned agreement with USD 75.000
thousand fee and signing of a new freight contract.
The Company has considered the termination cost as constructive obligation since the Management has taken a decision towards
termination process related to the contract as of December 31, 2015 as well as an expectation is also formed by the supplier regarding
the termination of aforementioned agreement and cash flows can be estimated in a trustable manner as of December 31, 2015 even if
the termination process is concluded with the protocol after 31 December 2015. As a result, TRY 203.903 thousand (equivalent to USD
75.000 thousand) provision recognised under other operational expenses in the financial statements for the ended 31 December 2015
(Note 24).
According to “Mining Law” numbered 3213 and regulation on “Mining Law Enforcement “published in the Official Gazette,
(*)
numbered 25716 on 3 February 2005, the Group is obliged to pay state right on mining activities based on the sales.
151
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
31 December 31 December
2015 2014
The Collaterals, Pledges and Mortgages (CPM) given by the Group are as follows:
31 December 31 December
2015 2014
A. Total CPM given for the Company’s own legal entity 105.891 73.574
B. Total CPM given in favour of subsidiaries consolidated on line-by-line basis 787.106 1.155.440
C. Total CPM given in favour of other 3rd parties for ordinary trading operations - -
D. Other CPM given - -
i. Total CPM given in favour of parent entity - -
ii. Total CPM given in favour of other Group companies out of the scope of
clause B and C - -
iii. Total CPM given in favour of other 3rd parties out of the scope of clause C - -
892.997 1.229.014
As of 31 December 2015, the ratio of the other CPM given by the Group to shareholders equity is 0% (31 December 2014: 0%). Total
CPM given in favor of subsidiaries consolidated on line-by-line basis amounting to TRY 787.106 thousand has been given as collateral
for financial liabilities explained in Note 6.
The breakdown of the Group’s collaterals given regarding service purchases according to their TRY equivalents of foreign currency is as
follows:
31 December 31 December
2015 2014
152
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
As of the balance sheet date, the details of the Group’s other assets and liabilities are as follows:
31 December 31 December
2015 2014
31 December 31 December
2015 2014
31 December 31 December
2015 2014
As of the balance sheet date, the details of the Group’s short term deferred revenue are as follows:
31 December 31 December
2015 2014
Advances received 87.937 73.839
Deferred income 5.440 2.619
93.377 76.458
153
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
NOTE 20 - EQUITY
31 December 31 December
Shareholders (%) 2015 (%) 2014
The Company is subject to registered capital limit. The board of directors may, at any time it may think necessary, increase the capital
by means of issuing bearer shares each with a nominal value of 1 Kr (one Kurus) up to the amount of the registered capital, which is
TRY 7.000.000.000 in accordance with the requirements as set forth herein.
The issued capital of the Company in 2015 consists of 350.000.000.000 lots of shares (31 December 2014: 350.000.000.000 lots).
The nominal value of each share is 1 Kr (Turkish cent) (31 December 2014: 1 Kr). This capital is split between A and B group shares.
Group A shares consist of 1 share with a share value of 1 Kr and Group B shares consist of 3.499.999.999,99 shares representing TRY
349.999.999.999 of the issued capital.
The Board of Directors consists of 9 members, 3 of which are independent. The number and qualifications of independent members
are ascertained in compliance with the CMB’s Communique numbered II-17,1 on Corporate Governance Principles.
The General Assembly has to choose one member to the Board of Directors from the nominees of the Privatization Administration
as the beneficiary owner representing A Group shares. In case, the Board member representing the A Group shares leaves the board
within the chosen period, a new board member is obliged to be chosen from the nominees of the Privatization Administration as the
beneficiary owner. For decisions to be taken about the rights assigned to A Group shares, the board member representing A Group
shares is also obliged to use an affirmative vote. The decisions to change the Articles of Association of the Company that will have an
effect on the board of directors’ meeting and decision quorum, rights assigned to A Group shares, rights assigned to A Group shares
in relation to investments and employment decisions and any other changes in the Articles of Association of the Company which will
directly or indirectly affect the rights of A Group shares, have to receive an affirmative vote of the beneficiary owner representing the A
Group shares. Otherwise, the decisions are accepted as invalid.
Article IV-K of Articles of Association “According to Turkish Commercial Code Article 329, transactions of an entity’s own shares” allows
Erdemir to purchase, hold, sell or transfer its own shares, without voting rights. As of 31 December 2015, the Company holds its own
shares with a nominal value of TRY 107.837 thousand (31 December 2014: TRY 107.837 thousand). The Company’s own shares have
been reclassified with its inflation adjusted value in the consolidated balance sheet as a deduction under equity.
154
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
31 December 31 December
Other equity items 2015 2014
However, in accordance with the communiqué numbered II-14,1 “Communiqué on the Principles of Financial Reporting In Capital
Markets” (“the Communiqué”) on 13 June 2013 which is published on Official Gazette numbered 28676, “Paid-in capital”, “Restricted
profit reserves” and “Share premium” should be presented by using their registered amounts in the statutory records. The restatement
differences (e.g. inflation restatement differences) arising from the application of this Communiqué should be associated with the:
-- “Capital restatement differences” account, following the “paid-in capital” line item in the financial statements, if the differences
are caused by “paid-in capital” and have not been added to capital yet;
-- “Retained earnings”, if the differences are arising from “restricted profit reserves” and “share premium” and have not been
associated with either profit distribution or capital increase yet.
Other equity items are carried at the amounts that are valued based on the CMB’s Financial Reporting Standards.
Capital restatement differences may only be considered as part of the paid-up capital.
Listed companies distribute dividend in accordance with the Communiqué No. II-19.1 issued by the CMB which is effective from February
1, 2014.
Companies distribute dividends in accordance with their dividend payment policies settled and dividend payment decision taken in
general assembly and also in conformity with relevant legislations. The communiqué does not constitute a minimum dividend rate for
the publicly-held subsidiaries. Companies distribute dividend in accordance with the method defined in their dividend policy or articles of
incorporation. In addition, dividend can be distributed by fixed or variable installments and advance dividend can be paid in accordance
with profit on interim financial statements of the Company.
In accordance with the Turkish Commercial Code (TCC), unless the required reserves and the dividend for shareholders as determined in
the article of association or in the dividend distribution policy of the company are set aside, no decision may be made to set aside other
reserves, to transfer profits to the subsequent year or to distribute dividends to the holders of usufruct right certificates, to the members
of the board of directors or to the employees; and no dividend can be distributed to these persons unless the determined dividend for
shareholders is paid in cash.
155
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Inflation adjustments to issued capital and historical amount of extraordinary reserves can be used as an internal source of capital
increase, dividend distribution in cash or the net off from prior period losses. In case of usage of inflation adjustment to issued capital
in dividend distribution in cash, it is subject to corporation tax.
Other sources which might be used in dividend distribution, except the net profit for the period, in statutory books of the Company
are equal to TRY 596.363 thousand as of 31 December 2015 (31 December 2014: TRY 960.741 thousand).
The legal reserves and the share premium, which is regarded as legal reserve in accordance with TCC Article 466, are presented using
their amounts in statutory records. In this context, the difference of inflation restatements in accordance with IFRS framework, that are
not subject to profit distribution or capital increase as of the date of financial statements, is associated with the retained earnings.
According to the first paragraph of Article 519 numbered 6102 of the Turkish Commercial Code (“TCC”), 5% of the profit shall
be allocated as the first legal reserves, up to 20% of the paid/issued capital. First dividend is appropriated for shareholders after
deducting from the profit. Following the deduction of the amounts from the “profit”, General Assembly of Shareholders is authorized
to decide whether shall be the remaining balance shall be fully or totally placed in extraordinary legal reserves or whether it is
distributed, also taking into consideration the Company’s profit distribution policy. According to the sub-clause 3 of the clause 2
of Article 519 of the Turkish Commercial Code, after deducting dividends amounting to 5% of the paid/issued capital from the
part decided to be allocated; ten percent of the remaining balance shall be appropriated to second legal reserves. If it is decided to
distribute the profit as bonus share, through the method of adding the profit to the capital, second legal reserves is not appropriated.
According to the CMB Communiqué, until the company’s Article of Association was revised on 31 March 2008, an amount equal to the
first dividend distributed to shareholders is allocated as status reserves in order to be used in the plant expansion. Also according to
the 13th Article of Association before the revision on 31 March 2008, 5% of the net profit for the period after taxation is estimated to
be allocated as legal reserves up until reaching 50% of the paid/issued capital. The reserve amount that exceeds the 20% of the legal
reserves, defined by the Article 519 of TCC, is recorded as status reserve. Company’s Shareholders’ General Assembly, which was held
at 30 March 2012, decided status reserves can be used as an internal source of capital increase and profit sharing.
Cash flow hedging reserve arises from the recognition of the changes in the fair value of derivative financial instruments that are
designated and effective as hedges of future cash flows directly in equity. The amounts deferred in equity are recognized in the
consolidated statement of income in the same period, if the hedged item affects profit or loss.
Revaluation reserve of property, plant and equipment arises from the revaluation of land and buildings. In the case of a sale or
retirement of the revalued property, the related revaluation surplus remaining in the properties revaluation reserve is transferred
directly to the retained earnings.
The amendment in IAS-19 “Employee Benefits” does not permit the actuarial gain/loss considered in the calculation of provision for
employee termination benefits to be accounted for under the statement of income. The gains and losses arising from the changes in
the actuarial assumption have been accounted for by “Actuarial (Loss)/Gain Funds” under the equity. The funds for actuarial gains/
(losses) in the employee termination benefits is not in a position to be reclassified under profit and loss.
As it stated in Note 2.1, foreign currency translation reserve arises from expressing the assets and liabilities of the Group’s foreign
operations in reporting currency TRY by using exchange rates prevailing on the balance sheet date. Exchange differences arising, if
any, are recognized under translation reserve in equity.
156
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
1 January - 1 January -
31 December 2015 31 December 2014
Sales Revenue
Domestic sales 10.592.118 9.962.783
Export sales 1.159.922 1.230.427
Other revenues (*) 198.004 308.022
Sales returns (-) (27.678) (11.158)
Sales discounts (-) (7.785) (5.937)
11.914.581 11.484.137
The breakdown of cost of goods sales for the periods 1 January - 31 December 2015 and 1 January - 31 December 2014 is as follows:
1 January - 1 January -
31 December 2015 31 December 2014
overheads, TRY (26.147) thousand, has been accounted directly under cost of goods sold (31 December 2014: TRY (67.390) thousand).
157
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
NOTE 22 - RESEARCH AND DEVELOPMENT EXPENSES, MARKETING, SALES AND DISTRIBUTION EXPENSES, GENERAL
ADMINISTRATIVE EXPENSES
The breakdown of operational expenses according to their nature for the periods 1 January - 31 December 2015 and 1 January -
31 December 2014 is as follows:
1 January - 1 January -
31 December 2015 31 December 2014
The breakdown of operational expenses according to their nature for the periods 1 January - 31 December 2015 and 1 January -
31 December 2014 is as follows:
1 January - 1 January -
31 December 2015 31 December 2014
The breakdown of general administrative expenses for the periods 1 January - 31 December 2015 and 1 January - 31 December 2014
is as follows:
1 January - 1 January -
31 December 2015 31 December 2014
158
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
The breakdown of research and development expenses for the periods 1 January - 31 December 2015 and 1 January -
31 December 2014 is as follows:
1 January - 1 January -
31 December 2015 31 December 2014
The breakdown of other operating income for the periods 1 January - 31 December 2015 and 1 January - 31 December 2014 is as
follows:
1 January - 1 January -
31 December 2015 31 December 2014
Other operating income
Gain on sale of investment property (Note 11) 45.767 -
Interest income from on credit sales 64.821 59.360
Discount income 16.283 15.479
Provisions released 68.015 23.896
Service income 21.328 18.389
Maintenance repair and rent income 13.676 7.243
Warehouse income 4.191 3.085
Indemnity and penalty detention income 2.151 4.079
Insurance indemnity income 13.747 738
Royalty income - 606
Gain on sale of tangible assets 989 1.054
Other income and gains 24.440 14.634
275.408 148.563
159
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
The breakdown of other operating expenses for the periods 1 January - 31 December 2015 and 1 January - 31 December 2014 is as
follows:
1 January - 1 January -
31 December 2015 31 December 2014
Other operating expenses (-)
Provision expenses (37.131) (41.057)
Discount expenses (22.961) (9.155)
Provision for termination fee of long term contract (Note 16) (203.903) -
Port facility pre-licence expenses (7.235) (4.906)
Lawsuit compensation expenses (3.576) (3.765)
Penalty expenses (2.764) (3.485)
Service expenses (3.297) (2.638)
Rent expenses (1.803) (618)
Donation expenses (2.091) (10.213)
Stock exchange registration expenses (1.018) (910)
Loss on disposal of tangible assets (3.659) (4.127)
Stock exchange registration expenses - (5.588)
Impairment of property, plant and equipment (Note 12) (1.980) (18.555)
Other expenses and losses (28.498) (28.822)
(319.916) (133.839)
The breakdown of finance income for the periods 1 January - 31 December 2015 and 1 January - 31 December 2014 is as follows:
1 January - 1 January -
Financial incomes 31 December 2015 31 December 2014
160
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
The breakdown of finance expenses for the periods 1 January - 31 December 2015 and 1 January - 31 December 2014 is as follows:
1 January - 1 January -
Financial expenses (-) 31 December 2015 31 December 2014
During the period, the interest expenses of TRY 388 thousand have been capitalized as part of the Group’s property, plant and
equipment (31 December 2014: TRY 3.936 thousand).
31 December 31 December
2015 2014
Corporate tax payable:
Current corporate tax provision 472.407 266.045
Prepaid taxes and funds (-) (254.638) (136.337)
217.769 129.708
1 January - 1 January -
31 December 2015 31 December 2014
Taxation:
Current corporate tax expense 472.407 266.045
Deferred tax income/(expense) (198.549) 38.735
273.858 304.780
161
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate tax
The Group, except its subsidiary in Romania and Singapore, is subject to Turkish corporate taxes in force. The necessary provisions are
allocated in the consolidated financial statements for the estimated liabilities based on the Group’s results for the year. Turkish tax
legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, provisions for taxes, as
reflected in the consolidated financial statements, have been calculated on a separate-entity basis.
Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding non-
deductible expenses, and by deducting dividends received from resident companies, other exempt income and investment incentives
utilized.
The effective corporate tax rate in Turkey is 20%, 16% in Romania and 17% in Singapore as of 31 December 2015 (31 December 2014:
in Turkey 20%, in Romania 16%, in Singapore 17%). The total amount of the corporate tax paid by the Group in 2015 is TRY 384.346
thousand (31 December 2014: TRY 181.327 thousand).
In Turkey, advance tax returns are filed on a quarterly basis. The temporary tax of 2015 has been calculated over the corporate
earnings using the rate 20%, during the temporary taxation period. (31 December 2014: 20%).
Losses can be carried forward to offset the future taxable income for up to maximum 5 years (Romania: 7 years). However, losses
cannot be carried back to offset the profits of the previous periods, retrospectively.
In Turkey, a definite and distinct reconciliation procedure for tax assessment does not exist. Companies file their tax returns between
1April - 25 April following the closing period of the related year’s accounts. Tax returns and related accounting records may be
examined and revised within five years.
In addition to corporate taxes, companies should also calculate income withholding taxes on dividends distributed, except for the
dividends distributed to fully fledged taxpayer companies receiving and declaring these dividends and to Turkish branches of foreign
companies. The rate of income withholding tax applied to all companies in the period of 24 April 2003 - 22 July 2006 is 10%. This rate
was changed to 15% as of 22 July 2006 by the decision of the Council of Ministers, numbered 2006/10731. Undistributed dividends
incorporated in share capital are not subject to the income withholding taxes.
19,8% withholding tax must be applied to the investment allowances relating to investment incentive certificates obtained prior to
24 April 2003. Investment disbursements without any investment incentive certificate after this date which are directly related to
production facilities of the company can be deducted by 40% from the taxable income. The investments without investment incentive
certificates do not qualify for tax allowance.
162
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
With the decision numbered 2006/95, which was taken during the meeting of the Constitutional Court on 15 October 2009, the
phrase “only related to the years 2006, 2007 and 2008…” which was a part of the Temporary Article 69 of the Income Tax Law was
cancelled and the cancellation became effective from the date the decision has been published in the Official Gazette on 8 January
2010. According to the decision, the investment incentive amount outstanding that cannot be deducted from 2008 taxable income
previously, will be deducted from taxable income of the subsequent profitable years.
Regarding the cancellation decision taken by the Constitutional Court, an amendment was made in the 69th article in Income Tax
Regulation using the regulation numbered 6009 and dated 23 July 2010. Consequently, in compliance with the cancellation decision
of the Constitutional Court, the year limitation has been abolished and investment allowance has been limited to 25% of the profit.
As limitation of investment allowance to 25% of the profit by regulation numbered 6009 is found to be contrary to law by the
Constitutional Court, the Constitutional Court cancelled the regulation and stayed an execution. Corporate tax ratio of 30% in the
previous regulation for the ones who benefit from investment allowance has been decreased to the effective corporate tax with the
amendment made (31 December 2014: 20%).
Deferred tax
The Group recognizes deferred tax assets and liabilities based upon the temporary differences arising between its taxable statutory
financial statements and its financial statements prepared in accordance with the CMB’s Communiqué on Accounting Standards.
These differences usually result in the recognition of revenue and expenses in different reporting periods for the CMB regulations and
tax purposes.
Tax rate used in the calculation of deferred tax assets and liabilities (excluding land) are 20% for the subsidiaries in Turkey, 17% for the
subsidiary in Singapore and 16% for the subsidiary in Romania (31 December 2014: in Turkey 20%, in Romania 16%, in Singapore 17%).
Deferred tax related with the temporary differences arising from land parcels is calculated with the tax rate of 5% (31 December 2014: 5%).
As the companies in Turkey cannot give a consolidated corporate tax declaration, subsidiaries that have deferred tax assets are not
netted off with subsidiaries that have deferred tax liabilities and disclosed separately.
163
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
31 December 31 December
2015 2014
Deferred tax assets:
Carry forward tax losses 2.316 2.056
Provisions for employee benefits 101.179 97.545
Investment incentive 10.532 -
Provision for lawsuits 42.183 37.598
Provision for termination fee of long term contract 43.614 -
Inventories 7.491 15.601
Provision for other doubtful receivables 13.479 12.481
Tangible and intangible fixed assets 11.227 9.901
Other 29.857 21.606
261.878 196.788
(1.024.995) (626.229)
In the financial statements which are prepared according to the TAS, of Ereğli Demir ve Çelik Fabrikaları T.A.Ş. and its affiliates that
are separate taxpayer entities, the net deferred tax assets and liabilities of the related companies are classified separately within
the accounts of deferred tax assets and liabilities of Ereğli Demir ve Çelik Fabrikaları T.A.Ş. and its subsidiaries’ consolidated financial
statements. The temporary differences disclosed above besides the deferred tax asset and liabilities, have been prepared on the basis
of the gross values and show the net deferred tax position.
164
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
1 January - 1 January -
Deferred tax asset/(liability) movements: 31 December 2015 31 December 2014
1 January - 1 January -
31 December 2015 31 December 2014
Reconciliation of tax provision:
165
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
As of 1 January - 31 December 2015 and 2014, the details of the tax gains/(losses) of the other comprehensive income/(expense) are
as follows:
1 January - 1 January-
31 December 2015 31 December 2014
Number of shares outstanding 350.000.000.000 350.000.000.000
Profit for the period attributable to equity holders - TRY thousand 1.125.913 1.601.415
Profit per share with 1 TRY nominal value TRY % 0,3217/32,17% 0,4575/45,75%
166
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
The immediate parent and ultimate controlling parent of the Group are Ataer Holding A.Ş. and Ordu Yardımlaşma Kurumu
respectively (Note 1).
The transactions between the Group and its subsidiaries, which are related parties of the Group, have been eliminated in the
consolidation and therefore are not disclosed in this note.
The details of transactions between the Group and other related parties are disclosed below:
The trade receivables from related parties mainly arise from sales of iron, steel and by-products.
Trade payables to related parties mainly arise from purchased service transactions.
(1)
Subsidiaries of the parent company
(2)
Joint venture
167
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
The major sales to related parties are generally due to the sales transactions of iron, steel and by-products.
The major purchases from related parties are generally due to the purchased service transactions.
(1)
Subsidiaries of the parent company
(2)
Joint venture
The terms and policies applied to the transactions with related parties:
The period end balances are un-secured and their collections will be done in cash. As of 31 December 2015, the Group provides no
provision for the receivables from related parties (31 December 2014: None).
For the year ended 31 December 2015, the total compensation consisting of short term benefits such as salaries, bonuses and other
benefits of the key management of the Group is TRY 22.083 thousand (31 December 2014: TRY 18.448 thousand).
168
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
The Group manages its capital through the optimization of the debt and the equity balance that minimizes the financial risk.
Through the forecasts regularly prepared by the Group, the future capital amount, debt to equity ratio and similar ratios are forecasted
and required precautions are taken to strengthen the capital.
The capital structure of the Group consists of debt which includes the financial liabilities disclosed in Note 6, cash and cash equivalents
and equity attributable to equity holders of the parent company, comprising issued capital, reserves and retained earnings as disclosed
in Note 20.
The Group’s Board of Directors analyze the capital structure in regular meetings. During these analyses, the Board of Directors also
evaluates the risks associated with each class of capital together with the cost of capital. The Group, by considering the decisions of
the Board of Directors, aims to balance its overall capital structure through the payment of dividends, new share issues and share buy-
backs as well as the issue of new debt or the redemption of existing debt.
31 December 31 December
Note 2015 2014
The Group’s accounting policies related to the financial instruments are disclosed in Note 2 “Summary of Significant Accounting
Policies, 2.8.8 Financial Instruments”.
169
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
NOTE 30 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)
The Group manages its financial instruments through a separate treasury function which was established for that purpose. The
developments are followed on a real time basis. The Group’s corporate treasury function manages the financial instruments
through daily regular meetings by evaluating the domestic and international markets and by considering the daily cash inflows
and outflows in accordance with the policies and regulations issued by the Group Risk Management Unit. At the end of each day,
each Group company prepares a “daily cash report” and Group Risk Management Unit calculates daily Value at Risk (VaR) for cash
and cash equivalents. The information included therein is consolidated by the treasury function and used to determine the cash
management strategies. Additionally, the Group’s annual payment schedules are followed through the weekly reports and annual
cash management is followed by the monthly reports.
The Group utilizes derivative financial instruments as required and within the terms and conditions determined by the Group Risk
Management Unit. Instruments that are highly liquid and securing a high-level yield are preferred when determining the financial
instruments. In that respect, the Group has a right to claim the accrued interest on time deposits when withdraw before the
predetermined maturity.
The Group is exposed primarily to the financial risks of changes in foreign exchange rates and interest rates. The Group utilizes the
following financial instruments to manage the risks associated with the foreign exchange rates and interest rates. Also, the Group
follows price changes and market conditions regularly and takes action in pricing instantaneously.
The Group prefers floating interest rates for long term borrowings. To hedge against the interest risk the Group uses interest swap
contracts for some of its borrowings.
In the current period, there is no significant change in the Group’s exposure to the market risks or the manner which it manages and
measures risk when compared to the previous year.
Trade receivables include a large number of customers scattered in various sectors and regions. There is no risk concentration on a
specific customer or a group of customers. The majority trade receivables are assured by bank letters of guarantee and/or credit limits.
The credit reviews are performed continuously over the accounts receivable balance of the customers. The Group does not have a
significant credit risk arising from any customer.
170
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
NOTE 30 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)
Receivables
Trade Receivables Other Receivables Derivative
Related Other Related Other Bank financial
31 December 2015 Party Party Party Party Deposits instruments
171
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
NOTE 30 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)
Receivables
Trade Receivables Other Receivables Derivative
Related Other Related Other Bank financial
31 December 2014 Party Party Party Party Deposits instruments
Trade receivables that are overdue but not impaired amounting to TRY 8.040 thousand, are past due up to 1-30 days and secured with
guarantees.
172
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
NOTE 30 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)
As of 31 December 2015 and 31 December 2014, stated in Note 2.8.9 the foreign currency position of the Group in terms of original
currency is calculated as it as follows:
31 December 2015
TRY TRY EURO Jap. Yen
(Total in reporting (Original (Original (Original
currency) currency) currency) currency)
1. Trade Receivables 241.540 29.234 66.196 -
2a. Monetary financial assets 47.460 26.445 6.367 163
2b. Non- monetary financial assets - - - -
3. Other 135.547 133.830 541 -
4. Current assets (1+2+3) 424.547 189.509 73.104 163
5. Trade receivables - - - -
6a. Monetary financial assets - - - -
6b. Non- monetary financial assets - - - -
7. Other 55.422 41.946 3.227 133.765
8. Non-current assets (5+6+7) 55.422 41.946 3.227 133.765
9. Total assets (4+8) 479.969 231.455 76.331 133.928
10. Trade payables 321.345 281.247 7.776 574.931
11. Financial liabilities 333.717 194.768 34.012 1.282.188
12a. Other monetary financial liabilities 459.280 456.032 752 -
12b. Other non-monetary financial liabilities 211.382 211.382 - -
13. Current liabilities (10+11+12) 1.325.724 1.143.429 42.540 1.857.119
14. Trade payables - - - -
15. Financial liabilities 232.421 12.865 59.996 1.200.730
16a. Other monetary financial liabilities 496.217 496.217 - -
16b. Other non-monetary financial liabilities - - - -
17. Non-current liabilities (14+15+16) 728.638 509.082 59.996 1.200.730
18. Total liabilities (13+17) 2.054.362 1.652.511 102.536 3.057.849
19. Net asset/liability position of off-balance sheet derivative financial
instruments (19a-19b) (883.204) (12.224) (274.100) -
19a. Off-balance sheet foreign currency derivative financial assets 156.598 68.178 27.826 -
19b. Off-balance sheet foreign currency derivative financial liabilities 1.039.802 80.402 301.926 -
20. Net foreign currency asset/liability position (9-18+19) (2.457.597) (1.433.280) (300.305) (2.923.921)
21. Net foreign currency asset/liability position of monetary items
(1+2a+5+6a-10-11-12a-14-15-16a) (1.553.980) (1.385.450) (29.973) (3.057.686)
22. Fair value of derivative financial instruments used in foreign currency
hedge 20.969 - 6.599 -
23. Hedged foreign currency assets 1.039.802 80.402 301.926 -
24. Hedged foreign currency liabilities 156.598 68.178 27.826 -
25. Exports 1.183.331
26. Imports 5.316.966
173
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
NOTE 30 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)
174
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
NOTE 30 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)
The following table shows the Group’s sensitivity to a 10% (+/-) change in the TRY, USD, EURO and Japanese Yen. 10% is the sensitivity
rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of
the possible change in foreign exchange rates.
As of 31 December 2015 asset and liability balances are translated by using the following exchange rates: TRY 2,9076 = US $ 1, TRY
3,1776 = EUR 1 and TRY 0,0241= JPY 1 (31 December 2014: TRY 2,3189 = US $ 1, TRY 2,8207 = EUR 1 and TRY 0,0193= JPY 1)
TOTAL (4+8+12+16) (141.813) 141.813
In addition to the Group’s foreign currency sensitivity to a 10% (+/-) change in TRY, TRY 154.606 thousand of income/(TRY (62.935)
thousand expense) will occur due to the decrease/(increase) in deferred tax base. (31 December 2014: TRY 166.866 thousand income/
TRY (56.859 thousand expense).
175
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
NOTE 30 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)
TOTAL (4+8+12+16) (149.667) 149.667
The majority of the Group’s borrowings are based on floating interest rate terms. In order to manage the exposure to interest rate
movements on certain portion of the bank borrowings, the Group uses interest rate swaps and changes floating rates to fixed rates.
In addition, through the use of deposits in which the Group has a right to claim the accrued interest when withdrawn before the
predetermined maturity, the Group minimizes the interest rate risk by increasing the share of floating rate denominated assets in its
consolidated the balance sheet.
Furthermore, for borrowings denominated in foreign currencies, except for US Dollars, the Group minimizes its interest rate risk by
leveraging in foreign currencies that bear lower interest rate. In addition, a higher interest rate is applied to the trade receivables with
a maturity when compared to the interest rate exposed for trade payables.
176
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
NOTE 30 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)
The following sensitivity analysis is based on forecasted interest rate changes for the liabilities denominated in variable interest rates.
The information details the Group’s sensitivity to an increase/decrease of 0,50% for US Dollars and EURO, 0,25% for Jap.Yen and
1,00% for TRY denominated interest rates.
Since the principal payments of the loans with floating interest rates are not affected from changes in interest rates, the risk exposure
of the Group loans is measured using a sensitivity analysis instead of a Value at Risk calculation.
For the year round, if the US Dollars, EURO and Jap. Yen denominated interest rates increase/decrease by 100 base points in TRY, 50
base points in US Dollars and EURO and 25 base points in Jap.Yen respectively ceteris paribus, the profit before taxation and non-
controlling interest after considering the effect of capitalization and hedging would be lower/higher TRY 4.088 thousand.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk
management framework for the management of the Group’s short, medium and long-term funding and liquidity management
requirements. The Group manages liquidity risk by continuously monitoring forecasted and actual cash flows and matching the
maturity profiles of financial assets and liabilities and maintaining adequate funds and reserves.
Conservative liquidity risk management includes maintaining sufficient cash, availability of sufficient amount of borrowings and funds
and ability to settle market positions.
The Group manages its funding of actual and forecasted financial obligations by maintaining the availability of sufficient number of
high quality loan providers.
The following table details the Group’s expected maturity for its derivative and non derivative financial liabilities. Interests which will
be paid on borrowings in the future are included in the relevant columns in the following table.
177
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
NOTE 30 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)
31 December 2015
Total cash
outflow per Less than 3-12 1-5 More than
Book agreement 3 months months years 5 years
Contractual maturity analysis value (I+II+III+IV) (I) (II) (III) (IV)
178
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
NOTE 30 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)
31 December 2014
Total cash
outflow per Less than 3-12 1-5 More than
Book agreement 3 months months years 5 years
Contractual maturity analysis value (I+II+III+IV) (I) (II) (III) (IV)
179
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
NOTE 31 - FINANCIAL INSTRUMENTS (FAIR VALUE AND FINANCIAL RISK MANAGEMENT DISCLOSURES)
31 December 2014
Financial Assets
Cash and cash
equivalents 2.186.810 - - - - - 2.186.810 4
Trade receivables - 1.756.860 - - - - 1.756.860 7
Financial investments - - 63 - - - 63
Other financial assets - 27.538 - - - - 27.538 8
Derivative financial
instruments - - - - 21.740 70.572 92.312 5
Financial Liabilities
Financial liabilities - - - 3.413.734 - - 3.413.734 6
Trade payables - - - 417.579 - - 417.579 7
Other liabilities - - - 154.888 - - 154.888 8/15/18
Derivative financial
instruments - - - - 12.940 16.995 29.935 5
180
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
NOTE 31 - FINANCIAL INSTRUMENTS (FAIR VALUE AND FINANCIAL RISK MANAGEMENT DISCLOSURES) (cont’d)
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.
Estimated fair values of financial instruments have been determined by the Group by using available market information and
appropriate valuation methodologies. However, judgement is necessarily required to interpret market data. Accordingly, estimates
presented herein are not necessarily indicative of the amounts the Group could realise in a current market exchange.
The following methods and assumptions are used to estimate the fair values of financial instruments:
Financial assets
Financial assets that are carried at cost value including cash and cash equivalents are assumed to reflect their fair values due to their
short term nature.
The carrying value of receivables, with related impairments are assumed to reflect their fair values.
Financial liabilities
Fair values of short term borrowings and trade payables are assumed to approximate their carrying values due to their short term
nature.
Fair values of long term financial liabilities are assumed to approximate their carrying values due to mostly they have floating interest
rates and repricing at short term.
181
Erdemir Group Annual Report 2015
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
NOTE 31 - FINANCIAL INSTRUMENTS (FAIR VALUE AND FINANCIAL RISK MANAGEMENT DISCLOSURES) (cont’d)
Financial asset and liabilities at fair value Fair value level as of reporting date
31 December 2015 Level 1 Level 2 Level 3
Financial assets and liabilities at fair value
through profit/loss
Derivative financial assets 63.744 - 63.744 -
Derivative financial liabilities (14.100) - (14.100) -
-
Financial assets and liabilities at fair value
through other comprehensive income/expense
-
Derivative financial assets 23.265 - 23.265 -
Derivative financial liabilities (26.750) - (26.750) -
Financial asset and liabilities at fair value Fair value level as of reporting date
31 December 2014 Level 1 Level 2 Level 3
Financial assets and liabilities at fair value
through profit/loss
Derivative financial assets 70.572 - 70.572 -
Derivative financial liabilities (16.995) - (16.995) -
First Level: Quoted (non adjusted) prices in active markets for identical assets or liabilities.
Second Level: Other valuation techniques for which all inputs which have a significant effect on the recorded fair value are observable,
either directly or indirectly.
Third Level: Valuation techniques which use inputs which have a significant effect on the recorded fair value that are not based on
observable market data.
182
Erdemir Group Annual Report 2015 Introduction
2015 in Summary
Sustainability
(Convenience Translation into English of Consolidated Financial Statements Originally Issued in Turkish-See Note 34)
Corporate Governance
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. AND ITS SUBSIDIARIES Financial Information
A letter of intent was signed for a 50:50 partnership with the German technology company The Linde Group in order to establish a
new air separation unit in İskenderun that will supply the additional industrial gases required for our subsidiary İsdemir’s production
and to reduce the costs with an effective and efficient management. With this new unit to start its operations in less than 20 months
thanks to this agreement, which is the first international joint venture of Erdemir Group in its 50-years of history, İsdemir’s oxygen
production capacity and nitrogen production capacity will increase by 14% and 45%, respectively.
Details of changes in working capital for the periods between 1 January - 31 December 2015 and 1 January - 31 December 2014 are as
follows:
1 January- 1 January-
31 December 2015 31 December 2014
Current trade receivables 570.000 102.712
Inventories 829.687 412.375
Other short term receivables/current assets 17.518 (58)
Other long term receivables/non current assets 46.164 28.129
Current trade payables 58.614 (130.540)
Other short term payables/liabilities (78.333) 30.885
Other long term payables/liabilities (8.554) 10.472
1.435.096 453.975
NOTE 34 - OTHER ISSUES AFFECTING THE CONSOLIDATED FINANCIAL STATEMENTS MATERIALLY OR THOSE REQUIRED TO BE
DISCLOSED FOR A CLEAR, UNDERSTANDABLE AND INTERPRETABLE PRESENTATION
As at December 31, 2015, the accounting principles described in Note 2 (defined as Turkish Accounting Standards/Turkish Financial
Reporting Standards) to the accompanying financial statements differ from International Financial Reporting Standards (“IFRS”) issued
by the International Accounting Standards Board with respect to the application of inflation accounting, certain reclassifications and
also for certain disclosures requirement of the POA/CMB. Accordingly, the accompanying financial statements are not intended to
present the financial position and results of operations in accordance with IFRS.
183
Erdemir Group Annual Report 2015
CONTACT INFORMATION
ERDEMİR GROUP ERDEMİR MADENCİLİK SAN. VE TİC. A.Ş. ERDEMİR ROMANIA SRL
Barbaros Mahallesi Ardıç Sk No:6 Cürek Yolu 5. km Divriği/SİVAS/TURKEY 18, Soseaua Gaesti, Targoviste
34746 Ataşehir/İSTANBUL/TURKEY Tel : +90 346 419 11 21(5 lines) 130087 Dambovita/ROMANIA
Tel : +90 216 578 80 00 Fax : +90 346 419 11 50 Tel : +40 245 60 71 00
Fax : +90 216 469 48 10 Web : www.erdemirmaden.com.tr Fax : +40 245 60 60 70
Web : www.erdemirgrubu.com.tr e-mail : [email protected] Web : www.erdemir.ro
e-mail : [email protected] e-mail : [email protected]
ERDEMİR ÇELİK SERVİS
EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. MERKEZİ SAN. VE TİC. A.Ş. ERDEMİR ASIA PACIFIC PTE LTD
Uzunkum Caddesi No: 7 Gebze Organize Sanayi Bölgesi 10 Science Park Rood
67330 Kdz. Ereğli/ZONGULDAK/TURKEY 700. Sk. No: 724 #03-11 The Alpha Singapore 117684
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