General Information on Annual Report
It is set out in articles 514 (joint stock companies) and 610 (limited liability companies) of Turkish Trade Law and became effective with the regulation dated 28.08.2012 and numbered 28395.
The annual report is prepared by the company’s management and submitted to the board of directors.
The annual report provides information about the company to the company partners and other stakeholders.
Section Name and Content
a) General information
• Period covered by the report
• Trade title
• Trade registry number
• Address
• Phone
• Website and e-mail
• Organization structure of the company
• capital and shareholding structures and the changes occurred related to these during the accounting period
• Remarks related to privileged shares, if available, and voting rights of the shares
• Information on the management body, executives and number of personnel of the company
• Rights and benefits granted to the company partners and executives
• if available; information on the activities of the members of management body of the company carried out for themselves or on behalf of others within the scope of the permission granted by the general assembly of the company and the activities within the scope of competition ban.
b) Financial rights granted to the management body members and executives
• Sum of financial benefits such as attendance fee, salary, premium, bonus, dividend etc.
• Information related to the sum of the allowances, travel, accommodation and representation expenses and real and cash opportunities, insurances and similar
c) Research and development works of the company
This section provides information on the research and development works carried out by the company and the results obtained from them.
d) Company activities and important progresses related to the activities
• Information on the investments made during the relevant accounting period of the company
• Information on the internal control system (2) and internal audit activities of the company and the opinions of the management body on this
• Information on the direct or indirect affiliates and share rates of the company
• Information on the own shares acquired by the company
• Explanation on the private and public audits carried out during the accounting period
• Information on the lawsuits filed against the company and which might impact the financial status and activities of the company and their possible results
• Explanations related to the administrative and judicial sanctions imposed on the company and managers/board of directors due to practices contrary to the provisions of the legislation
• Information and evaluations if the targets set for the previous periods are achieved, general assembly resolutions are performed, and if the targets are not achieved or resolutions are not performed, then information and evaluations on their grounds
• If an extraordinary general assembly was held during the year; then information related to the extraordinary general assembly including the date of meeting, the resolutions taken during the meeting and the transactions carried out related to these
• Information related to the donations and aids granted and the expenditures made within the scope of social responsibility projects by the company during the year
• If it is a member of group of companies; then the legal transactions carried out by the parent company or any member of the parent company in favor of the company or affiliated company through the instructions of the parent company and all other measures taken or avoided to be taken in favor of the parent company or any member company during the last accounting period
• If it is a member of group of companies; according to the situations and conditions known at the moment when the abovementioned legal transactions are carried out or measures are taken or avoided to be taken, whether a duly counter performance was provided in any of the legal transactions and whether the measure taken or avoided to be taken caused a loss of the company, and if the company has incurred a loss, whether this loss was offset.
e) Financial status (3)
• Analysis and evaluation of the management body related to the financial status and operating results, the realization degree of the planned activities and the status of the company against the strategic targets determined
• The sales, efficiency, income making capacity, profitability and debt/equity ratio of the company compared with the previous years and information and future expectations related to the other matters that may provide idea about the operating results of the company
• Determination and management body evaluations on whether the capital of the company is uncovered or deep in debt
• If available, measures considered to be taken for improving the financial structure of the company
• Information on profit distribution policy and if profit distribution will not take place, then its ground and the proposal on how to use the undistributed profit
f) Risks and evaluation of the management body (4)
• If available, information related to the risk management policy to be applied by the company against the anticipated risks
• If established, information on the works and reports of the committee related to early detection and management of risk
• Future risks related to sales, efficiency, income making capacity, profitability, debt/equity ratio and similar
g) Other matters
• Explanations related to the incidents with special importance which arise after the end of the operating year and which might impact the rights of the shareholders, creditors and other relevant individuals and companies
• This section may also include additional information considered as appropriate by the management body, provided to not be on the contrary to the provisions of this Regulation.
The matters to be considered in the annual reports of the parent company, in case of a group of companies (5)
Pursuant to the regulation, the following matters must take place in addition to the other provisions in the annual reports of the parent company in a group of companies:
a) The situation and relevant grounds if the shares representing five, ten, twenty, twenty five, thirty three, fifty, sixty seven and hundred percent shares of a capital company are owned, directly or indirectly, or the amount of shares fall under these percentages,
b) Information on the shares in the parent company of the companies in the group,
c) Explanations related to the internal audit and risk management systems of the group related to the process on preparing the consolidated financial statements,
d) If requested by one member of the management body, then the conclusion part of the report foreseen in article 199 paragraph four of the Law.
Matters to be considered related to future estimations
If future information or estimations are provided in the annual report, then it is obligatory to provide the rationales and statistical information which these are based on. The future information and estimations provided in the annual report must comply with the financial status and operating results of the company.
Preservation of annual reports and preservation period
Pursuant to article 82 of the Turkish Trade Law, each merchant is obliged to preserve the annual reports.The preservation period is 10 years. This period starts with the issuance date of the report.