Professional Documents
Culture Documents
During his life, Mustafa V. Koç was committed to the motto of Holding
founder Vehbi Koç, “I exist as long as my country exists and prospers”.
He was not only a leader who took on ambitious business ventures, but
also a pioneer in social responsibility projects, which he wholeheartedly
embraced to contribute to the nation’s social advancement.
Contents
02
02. Summary Results
Ford Otosan 03. Main Indicators
at a Glance 06. Vision, Mission, and Strategies As Turkey’s leading automotive company, we obtained
08. Values
12. Achievements the most powerful results of our history in 2015,
achieving record performances in production, sales,
exports, and employment.
14
14. Chairman's Statement
Management and 18. General Manager’s Letter
Assessments 22. The Board of Directors Following the completion of our investments in 2014, we
27. Organization Chart
28. Executive Management
maintained our leading industry position in commercial
vehicles and became Turkey’s export leader.
34
34. Awards and Highlights 46. Exports We reached 81% capacity utilization rate with strong
36. Ford Otosan on Social Media 50. Production and Capacity
Ford Otosan 38. Investor Relations demand for our products within and outside the country.
54. Facilities
in 205 40. Turkish Auto Market and Ford Otosan 58. R&D
42. Product Range
44. Our New Marketing Strategies We continued our truck and engine investments while
growing the distribution network to ensure sustained
64
64. Quality
growth in the coming years.
Sustainability 65. Occupational Health and Safety
66. Human Resources
68. Environment We continue our activities with the vision to become
70. Corporate Social Responsibility
“Turkey’s most valuable and preferred industrial
company”. Launching our new truck engines, expanding
into more export markets as part of our heavy truck
77
77. Annual General Meeting Agenda 98. Legal Disclosures
78. Amendment to the Articles of Association 100. Report on Related Party Transactions for
Summary Main
Main Financial Indicators (Million TL) 2015 2014 2013 2012 2011 We have reached the highest level of total sales, exports,
Revenues 16,746 11,925 11,405 9,768 10,445 production and revenues in our history thanks to the favorable
Domestic Revenues 6,023 4,238 4,106 3,832 4,591
Export Revenues 10,723 7,687 7,299 5,936 5,854 market conditions and strong demand for our new vehicles.
Gross Profit 1,860 1,131 1,128 1,087 1,202
Operating Profit 1,036 541 670 631 729
Sustainability
Gross Margin 11.1% 9.5% 9.9% 11.1% 11.5%
EBITDA Margin 8.6% 7.1% 7.5% 7.9% 8.4% 2014 7,687 11,925 million due to higher volumes. Total revenues grew by
Operating Margin 6.2% 4.5% 5.9% 6.5% 7.0% 40% to TL 16,746 million. The share of exports in total
2013 7,299 11,405
Net Income Margin 5.0% 5.0% 5.6% 7.0% 6.3% revenues was 64%.
Reports
2 3
FORD OTOSAN 2015 Annual Report
Main
Sustainability
662 2011 9,581 action in employment” policy launched in 2015.
2011 %6.3
The number of female employees accounted for
Margin
25% of the white-collar and 9% of the blue-collar
employees.
Reports
4 5
FORD OTOSAN 2015 Annual Report
Ford
FordOtosan
Coming together is a beginning.
Vision
Together since 1928
OtosanatataaGlance
Being Turkey’s most valuable and most
preferred industrial company. Keeping together is progress.
Working together is success.
Henry Ford
Management
Managementand Glance
Providing innovative automotive products and
services beneficial to the community. Mission
Strong shareholder structure is among
the top strengths of Ford Otosan. We
andAssessments
have ties with Ford Motor Company
Assessments
built on trust, harmony and friendship.
This reliable partnership has been
Growth: Organic and inorganic growth in new markets and existing
business areas by developing new products. maintained for three generations.
Innovation: Providing innovative products and services in all business
processes by keeping creativity at the top.
Rahmi M. Koç
Strategy
Brand: Being the most preferred brand in all segments by meeting
customer needs and expectations. Honorary Chairman
Employees: Being the most preferred workplace by aiming excellence
in human resources processes and increasing benefits provided for
employees.
t Business Mo
ellen del
Exc
and Exp
ales ting or
S rke t
Ma
En
n
io
Pro nd
gi
R&ering
ct
ne
Sustainability
du
Engine icle a
D a Power
Sustainability
nd
Veh r
olde
Gro
rehlue
Sh Va
wt
h
a
y Le
ilit
Reports
ab ad
fit ersh
Pro ip
Su
st a ed
inable Value Add
6
FORD OTOSAN 2015 Annual Report
OUR EMPLOYEES:
ARE THE
SOURCE OF OUR
OUR PRODUCTS
providing them with opportunities to
self-improve. It is our principle to
accomplish “teamwork” that will ensure
AND SERVICES:
their participation in all areas.
PRODUCTS AND
SERVICES MEET
Sustainability
CUSTOMER
EXPECTATIONS. We aim to profit so as to provide the
resources necessary towards improving
our products and services.
Reports
8 9
FORD OTOSAN 2015 Annual Report
Ford
FordOtosan
Otosanat
FORD OTOSAN
IS ONE OF THE
ataaGlance
Glance
LONGEST AND
MOST SUCCESSFUL
BUSINESS
Sustainability
Reports
11
FORD OTOSAN 2015 Annual Report
Ford
FordOtosan
Otosanat
ataaGlance
First Private R&D First Automotive
Glance
Center in Automotive Export to USA
1961 2009
1966 2013
First Domestic First Automotive Technology
Passenger Car: Anadol Export to China
Exports
Management
Managementand
Our Mosts 253,644 units
andAssessments
The highest employment in the Highest Installed Total Sales
Assessments
Turkish automotive industry Manufacturing
380,742 units
10,676
employees 415,000
p
i
e
c
e
s
Patent Champion Export Champion Ranking in Total Market Share Ranking in Commercial Vehicle Market Export Revenues
677 Patents USD 3.9 Billion The Second The Leader USD 3.9 billion
Sustainability
TL 17 billion
25% 65 % 59%
Ford Otosan Ford Otosan’s
Manufactures Share in Turkey’s
1 out of 4 Commercial
Vehicles in Turkey Vehicle Production
Ford Otosan’s
Reports
Share in Total Commercial Vehicle Exports
Chairman’s
technologies
Following a very successful year, we were
shaken by the untimely and sudden loss
of Koç Holding Chairman Mustafa V. Koç, aggdsfgdfgf
my brother and invaluable family member, 2014’te tamamladığımız yatırımların ardından
llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll
lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll
lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll
fgdfgagfdgdsfgsdfgsdflgjsdlfkhgdfkjlhgskdjfhgsdkjfhg;as
llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll
pppppppppppppppppppppuuuuuttjvjgadshgajhdg
llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll Today, we carry out our activities in an increasingly
in early 2016. We lost a very successful 2We finished 2015 with an outstanding
lllllll
llllll competitive environment where technology and
business person and visionary leader, performance, an accomplishment substantially the automotive industry’s dynamics evolve and
who had a humble and kind-hearted above our budget thanks to the investments change rapidly. Under these circumstances, we
Turkey’s export
}} Our share in Turkey’s commercial and total
vehicle exports reached 65% and 25%,
champion with
respectively.
Sustainability
We became Turkey’s largest exporter with
Reports
15
FORD OTOSAN 2015 Annual Report
strides to become The most valuable We will show utmost care to risk management
I would like to express my heartfelt thanks to all
our employees, dealers, unions, supply industry,
automotive company against possible deteriorations due to global business partners, valuable customers and you
a global player
developments and geopolitical risks while esteemed shareholders as stakeholders who
on Borsa Istanbul maintaining our cautious optimism. have lent the biggest support since Ford Otosan’s
in heavy commercial
establishment for us to achieve strong results in
Following our 2015 achievements, we set all circumstances.
Listed among Turkey’s 20 most valuable ambitious targets also for 2016 in alignment with
We continued to restructure our truck business This development made us extremely happy as while enhancing the performance of the existing
both in Turkey and the export markets as part of an acknowledgment of the importance we attach ones.
our long-term growth strategy and took another to sustainable management. The foreign share in
important step towards moving Ford Trucks the publicly traded portion of Ford Otosan shares Our export-oriented growth strategy continues Ali Y. Koç
Ford Otosan
our innovation and digital profitability while maintaining cost-reduction
transformation efforts. actions.
We will conduct our operations
Sustainability
the leader of digital production in a more efficient and
Ford Otosan became the leader in the Motor
effective manner. We will focus
Vehicles Production industry according to the on increasing our profitability
Accenture Digitalization Index study, which while maintaining cost
determines Turkey’s most digital companies. reduction actions.
Reports
16 17
FORD OTOSAN 2015 Annual Report
General Manager’s
73% of all
to C-Max, diesel automatic Focus to
Mustang. Ford Mustang’s long-awaited Manufacturing 73% of all Ford branded
Ford branded
launch was met with a large excitement commercial vehicles and 81% of Ford Transit
Sustainability
by our customers. In August, we started vans sold in Europe, Ford Otosan is best
to celebrate the 50th anniversary of
Transit, our flagship product and we will
positioned to benefit from this growth.
commercial
continue celebrations throughout 2016
as well.
As a result of this strong export performance, Ford
Otosan became Turkey’s export leader in 2015. vehicles and 81%
of the Ford Transit
vans sold in
Europe.
Reports
19
FORD OTOSAN 2015 Annual Report
Sustainability
Truck models we manufacture. the Borsa Istanbul average, and our year-end Exports are an important driver of our growth
market cap stood at USD 3.6 billion. where we will focus on further volume expansion.
We also continued to restructure our domestic Following our investments in Kocaeli Plant and the
distribution network and reached 27 dealers in inauguration of Sancaktepe R&D Center, we now
In 2015, we were selected as the “Motor Vehicles
Turkey as of year-end 2015. This completes our turn our focus in 2016 on investments at İnönü, our
Production Digital Leader” according to the
heavy truck sales and services structure to a large truck, and engine plant.
Accenture Digitisation Index.
extent.
Reports
20 21
FORD OTOSAN 2015 Annual Report
Board of Directors
Sustainability
Policy Association, Honorary Member of the New (Chairman), Endeavor Association (Board operations of 75 assembly, stamping and powertrain
York Metropolitan Art Museum’s Board of Trustees Vice President and President, Europe, Middle plants. He is also responsible for the company’s President of Manufacturing, Ford of Europe, Deputy CEO of Koç Holding from May 2009
Member), DEİK – Foreign Economic Relations
and Founding President of the Global Relations
Board (Board Member) and TÜSİAD – Turkish East and Africa effective January 1, 2015. He worldwide engineering support for stamping, vehicle effective Jan.1, 2016. At the same time, she also until April 2010. Mr. Durak retired after he
Forum. Mr. Rahmi M. Koç received Honorary PhDs and powertrain manufacturing, as well as Ford’s is elected a Ford Motor Company officer. She
Industry and Business Association (Member). was appointed as Ford Otosan Board member served as CEO of Koç Holding and Member of
from; Johns Hopkins University, Eskişehir Anadolu Material Planning & Logistics, Ford Production System,
University, İzmir Ege University, Ankara Bilkent He is also a member of the Global Advisory and Vice Chairman of the Board of Directors Manufacturing Business Office and Labor Affairs
reports to Barb Samardzich, Vice President and the Board of Directors Between April 2010 –
University, Constanta Ovidius University and Aydın effective January 9, 2015. Mr. Farley is also Chief Operating Officer, Ford of Europe. She March 31, 2015. Furthermore, he was Chairman
Council of Bank of America and Harvard organization. Prior to his current position, he served
Adnan Menderes University. Rahmi M. Koç was
honored with the “State Medal of Distinguished University. currently a Member of the Remuneration dual roles as Chairman and CEO of Ford of Europe and was appointed as Ford Otosan Board member of the Board of the Automotive Manufacturers
Executive Vice President, Global Manufacturing and
Service” by the President of Turkey, “Grosses Committee of Ford Otosan since March 27, 2015. effective January 8, 2016. Association for 6 years between 2004 and
Labor Affairs. Between March 26, 2010 – March 29,
Verdienst Kreuz” (Great Cross of Merit of Germany) 2010. He served as National Board Member
by the German government, “Order of Merit of the 2011, he served as Vice Chairman of the Ford Otosan
Italian Republic” by Italy. The Presidency of the Board of Directors. Mr. Fleming retired on January 8, of International Chamber Of Commerce
Republic of Austria honored him with the Order 2016 from Ford Motor Company. Mr. Fleming served on between February 2014 – March 2015. He
of Merit and Mr. Rahmi M. Koç was appointed to the Board of Directors of Ford Otosan since 2002 until
served as Remuneration member of Ford
the rank of (Honorary) Commander of the Most his retirement from Ford on 2016.
Reports
Excellent Order of the British Empire (CBE) and Mr. Ali Y. Koç was appointed as Vice Chairman Otosan Board of Directors between July 10,
Mr. Rahmi M. Koç was honoured with the most - Board of Directors of Koç Holding A.Ş. on 2012 - March 25, 2015.
prestigious order of French government “Officier Mr. John Fleming resigned from his Board Membership as of She was appointed as Ford Otosan Board member
dans L’Ordre National de la Legion D’Honneur”. February 22, 2016. January 8, 2016. effective January 8, 2016.
22 23
FORD OTOSAN 2015 Annual Report
Board of Directors
Ms. Samardzich studied Mechanical Mr. Çimen graduated from Istanbul Mr. Watters did an MBA at Queens Mr. de Waard holds a master’s degree Graduated from Istanbul Technical Mr. Barmanbek graduated from the Finance
Engineering at the University of Florida. Technical University in Industrial University (Belfast), and joined Ford UK in Economics & Business from Erasmus University Mechanical Engineering and Economics Department of the Political
She did a master’s degree in Mechanical as a Financial Analyst in 1987. Having Science Faculty of Ankara University in
Engineering and completed Executive University Rotterdam. He joined Ford (MSc.), Mr. İlkbahar started working as a
Engineering from Carnegie-Mellon held numerous positions in Europe and
University and a master’s degree in Development Programs at Stanford Netherlands in 1990. He was appointed Manufacturing Engineer at Otosan in 1964. 1963. From December 1963 to January 1977,
America, he was appointed as Director he was employed at the Ministry of Finance
Sustainability
Vice President - Finance and Strategic 2010, he provided honorary services as
include acknowledgement as one of the Birmot A.Ş., also assuming responsibility Division), from April 2002. From February Ford Otosan Board of Directors between
Most Influential Women by Crain’s Detroit Planning of Ford of Europe, Middle East a member of the Board of Directors and
for Avis car rental. He has been serving as 2006 until the end of 2008, de Waard 1991-2012. He was elected as a member
Business in 2007, winning the Distinguished and Africa. Mr. Watters has been serving treasurer in Koç Executives Association
Women Award from Northwood University the Automotive Group President at Koç on the Board of Directors of Ford Otosan was Chairman and Managing Director of of Ford Otosan Board of Directors on 25 (KOÇYÖNDER) for 4 years and he served
in 2006, and being named a Leading Holding since June 2009. He was elected since March 2012. He is also a Member of Ford of Britain. From January 2009, he was March 2014 and he has been also serving as as the legal auditor of KOÇYÖNDER
Woman in the North American Automotive as a member of Ford Otosan Board of the Early Determination and Management Vice President of Sales, Ford of Europe, the member of the Corporate Governance between 2010-2013. Mr. Barmanbek was
Industry by Automotive News in 2005 and
Directors on March 25, 2014. He has of Risk and Corporate Governance responsible for 49 markets, including Committee since April 21, 2014. appointed to Arçelik and Ford Otosan Board
2010. She was Vice President, Product
Development, Ford of Europe since 2011. been serving as the member of the Early Committees of Ford Otosan since July 10, of Directors as an independent member in
the UK, France, Italy, Spain and Russia.
On November 1, 2013, she was appointed 2012. 2012. Mr. Barmanbek has been serving on
Determination and Management of Risk Roelant de Waard is Vice President of
as Vice President and Chief Operating
Committee since April 21, 2014 and he Marketing, Sales and Service, Ford of the Board of Directors of Ford Otosan as
Officer, Ford of Europe, she is responsible
for many of Ford of Europe’s operations, has also been serving as the member of Europe, effective January 1, 2011. Mr.de an Audit Committee member since March
including manufacturing, quality, product Remuneration Committee since March 27 2012. At the same time, he is currently
Waard was appointed as Board Member in
development, purchasing, sustainability, Chairman of both the Early Determination
2015.
Reports
environment and safety engineering. Ms. December 9, 2015.
and Management of Risk Committee and
Samardzich has been serving on Ford
Otosan Board of Directors since December Remunerations Committee of Ford Otosan
10, 2013. established on July 10, 2012.
24 25
FORD OTOSAN 2015 Annual Report
Sustainability
Currently, he is an honorary professor at Assistant General Manager - New 2016.
Association (OSD), the Board of Directors }} Mr. Hasan Kazım Burak Gökçelik,
the Frankfurt/Oder Viadrina University. Projects Mr. Şakir Taylan Avcı, who
of Kocaeli Chamber of Industry, Turkish who worked as Assistant General }} Mr. Özgür Gökşen Töre Sancak
Mr. Verheugen has been serving on the served the company for 34 years,
Industry and Business Association, he is Manager - Engineering has been has been appointed as Assistant
Board of Directors of Ford Otosan as
will retire on January 31, 2016. There
also Chairman of the Executive Committee appointed as the new Assistant General Manager Material Planning &
will be no appointments to these
an independent member and Audit of the Turkish-American Business Council Manager - Product Development Logistics as of February 1, 2016.
positions for the moment.
Committee member since March 2012. and a member of the International Investors effective as of February 1, 2016.
He is also the Chairman of Ford Otosan’s Association (YASED). }} Mr. Cemil Cem Temel has been
Corporate Governance Committee as of appointed as Assistant General }} The position Assistant General
July 10, 2012. Manager - Kocaeli Plants and New Manager - Engineering will be closed
Projects effective from February 1, as of February 1, 2016.
2016. Mr. Cemil Cem Temel will be
responsible from Gölcük and Yeniköy
Reports
Plants as well as New Projects.
26 27
FORD OTOSAN 2015 Annual Report
Executive Management
Mr. Yenigün graduated from Yıldız Mr. Periam earned a bachelor’s degree in Mr. Toprakoğlu graduated from the Mr. Günel graduated from the Mechanical Mr. Kınay graduated from the Mechanical Mr. Yücetürk graduated from Boğaziçi
Technical University in Mechanical Management Sciences from Manchester Economics Department of Boğaziçi Engineering Department of Middle East Engineering Department of Middle East University Mechanical Engineering
Engineering and joined Ford Otosan in University (UK). He joined Ford as an University in 1991, and joined Ford Otosan Technical University in 1978 and embarked Technical University, and joined Ford Department in 1995. He completed his
1987, serving as Method Engineer until Investment Analyst in the United Kingdom in the same year as a Financial Specialist. on his business career at Anadolu Cam Otosan as a Project Engineer in 1982. He Executive MBA degree at Koç University
1990. He worked as Project Engineer in 1989. He has held multiple senior In 1993, he became Inventory Planning San. A.Ş. in the same year. He joined Ford became Internal Purchasing Supervisor in in 2002. He joined Ford Otosan Marketing
between 1992 and 1996. He served managerial positions at Ford in the Finance, and Control Specialist. Afterwards, he Otosan as a Method Engineer in 1982. He 1987 and was then appointed as Internal Department in 1995 as a Product
in a variety of positions during the Credit, Business Development and Business became the Commercial Accounting became Assembly Workshop Supervisor Purchasing Manager. He worked as Sales Specialist. After holding various positions
establishment of the Kocaeli Plant after Team Leader in 1995 and Financial in 1986 and Assembly Area Manager in Director from 1997 to 2000, and was in Marketing & Sales areas as Marketing
Strategy departments in the USA, Germany,
Sustainability
Mr. Günel retired on January 31, 2016.
2012. He is currently a member of the
Board of Directors of the Automotive
Manufacturers Association (OSD), the
Board of Directors of Kocaeli Chamber of
Industry, Turkish Industry and Business
Association (TÜSİAD), Vice President
of the Executive Council of the Turkish-
American Business Council (TAIK) and
the member of the Board of Directors of
the International Investors Association
(YASED).
Reports
28 29
FORD OTOSAN 2015 Annual Report
Executive Management
Mr. Mutlu graduated from the Mechanical Mr. Kabatepe is a graduate of the Mr. Avcı holds an undergraduate degree Mr. Gökçelik graduated from the Mr. Özyurt graduated from the Mechanical Ms. Ateş graduated from the Industrial
Engineering Department of Middle East Mechanical Engineering Department of in Mechanical Engineering from the Mechanical Engineering Department Engineering Department of Istanbul Engineering Department of Istanbul
Technical University, and completed Yıldız Technical University, and holds an University of Birmingham (UK) and a of Ruhr University (Germany) and Technical University in 1989, and University, and launched her career
his MSc. in the Mechanical Engineering MBA from Istanbul University. He joined Master’s in Design Engineering from completed an MBA at Koç University. completed an MBA at Istanbul University as Assistant Specialist of Method
Department of Boğaziçi University. He Ford Otosan as an Intern Engineer in Loughborough University of Technology He joined Ford Otosan as a Product in 1990. In the same year, he joined Ford Organization and Planning at Migros
joined Ford Otosan in 1980 as a Product 1975. He became Method Engineer in (UK). He joined Ford Otosan in 1981 as Development Engineer in 1988. He Otosan as a Method Engineer. After Türk T.A.Ş. She worked as an executive
Development Engineer. He became the Project Coordination Office in 1982 an Application Engineer. He became became Compound Construction Team taking on various positions in the fields of at the R&D, Planning and Project
Project Engineer in 1983, Product and Manufacturing Planning Control Method Engineer in 1982, Quality Leader in 1994, Body Construction Product Development, Service and Quality Management departments. She
Development Team Leader in 1984, Team Leader in 1984. He then served as Control Team Leader in 1984, Quality Development Manager in 1997, İnönü Engineering, Export and Sales Planning, he managed the project leadership of
Sustainability
Industry Exporters’ Association. Otosan. After completing the ADLER
certificate program of coaching in
2013, she received the title of corporate
Mr. Gökçelik was assigned as Product Development coach and provides executive coaching
Mr. Mutlu retired on January 31, 2016. Mr. Kabatepe retired on January 31, 2016. Mr. Avcı retired on January 31, 2016. - Assistant General Manager as of February 1, 2016.
support in the Group.
Reports
30 31
ER
FORD OTOSAN POW
U RE
Executive Management FUT Intending to differentiate
ourselves from our
competitors as an
E
employer with our brand
F
perception, we launched
I
our employer brand on
L
December 7, 2015.
SUCCESS
Bülent Akdoğan Cem Temel Gökşen Töre Sancak
Director - Assistant General Manager - Kocaeli Assistant General Manager -
Total Quality Plants and New Projects Material Planning & Logistics
Mr. Akdoğan graduated from the Mr. Temel graduated from İstanbul Ms. Sancak earned a bachelor’s
Mechanical Engineering Department of Technical University in 1991 and and Master’s degree in business
Middle East Technical University in 1985. completed a Masters degree at İstanbul administration engineering from İstanbul
He started his career as a Valve Specialist University in 1992. He joined Ford Technical University. She joined Ford
at Hidrel Hidrolik. In 1988, he joined Ford Otosan in 1993 as an engineer in Quality Otosan in 1996 as External Purchasing
Otosan as an Assembly Method Engineer. department. He worked on launching Specialist. She became Import Supply
He became Project Engineer in 1991 and the Press Area between 1998-2008 Team Leader. She worked as Import
Product and Process Development Team and he served as Press and Tool & Die Supply Assistant Manager between
Leader in 1994. In 1999, he took part in the Group Manager between 2008-2012. 2004-2009 and she became Export
Kocaeli Plant Project Team as Assembly He assigned as Gölcük Assistant Plant Supply Operations Assistant Manager
Area Deputy Manager. In 2007, he became Manager in 2012 and Gölcük Plant and served between 2009-2011. She
the acting Quality Assurance Manager, Manager in 2013. served as Part Export, Business&Supply
assuming the position formally between Chain Flow Design Senior Manager
2008 and 2012. He was appointed to the between 2011-2014 and between 2014-
position of Total Quality Director in 2012. 2016 she served as Material Planning
Manager.
Mr. Temel was assigned as Assistant General Ms. Sancak was assigned as Assistant General
Manager – Kocaeli Plants and New Projects as Manager – Material Planning & Logistics as of
of February 1, 2016. February 1, 2016.
32
FORD OTOSAN 2015 Annual Report
at the “Corporate
in 2015 and 2016 in the small commercial
vehicle category.
2015
FORD DIVERSITY – Valuing difference, creating success
For further information, contact the Sharepoint site: https://dept.sp.ford.com/sites/DiversityFoE
Chairman‘s
Leadership
Diversity,
Awards
Europe
Ford
for
of
until 10th July 2015.
ddiverse@ford.com (internal mail D-NH/4N)
can also be sent via mail to the Diversity Office,
Nominations should be completed online, but
•
•
•
•
•
within the Company for the following categories:
The awards are open to all employees at all levels
https://dept.sp.ford.com/sites/DiversityFoE
Sustainability
“Our Life is in Our Hands” project was awarded a prize in the “MESS We initiated activities under the
Golden Glove Best OHS Good Practice” category. The project was “Raise Awarenes of 1 Child and Diversity” event held by Ford determines Turkey’s most digital
created by Ford Otosan Gölcük Body Manufacturing Department Transform the Whole Society” Europe every year to respect companies by preparing a digital
to reduce cut accidents and contribute to occupational health and project, which was implemented differences, increase awareness report on 104 companies from 17
safety. by Ford Otosan Kocaeli Plant and support activities in industries. Conducting Turkey’s
Maintenance and Environmental this direction. Ford Otosan first digital measurement to
Separately, the “Tire and Rim Loading” project recommended Engineering department. These was deemed worth of the use a scientific approach and a
by Gölcük Assembly Area Department’s maintenance staff for trainings are intended to raise Jury’s Special Prize with its systematic methodology, Accenture
occupational health and safety was recognized with a prize in the educate and awareness among “Discover Yourself, Manage Digitalization Index score showed
“MESS Golden Proposal - Blue-collar Employee OHS” category. children by drawing attention to Your Potential” project at that the the country’s average score
marine pollution, one of today’s most the platform, where many was 60%, the Motor Land Vehicles
important environmental problems. projects from different countries Production industry’s score was
Reports
competed with each other. 70%, whereas the industry leader
Ford Otosan’s digitalization ratio
stood at a remarkable 77%.
34 35
FORD OTOSAN 2015 Annual Report
584k
T
FOR Ford Instagram. implement successful projects.
Tw itter
urkey
ord T
180k
F
32k
Ford Turkey Youtube Subscription:
11,520
Youtube Viewing Duration
7.3 million mins.
Sustainability
g
Viewin
on
e
11 milli
Youtub
Ford Türkiye Inst
35k
agram
Ford Blog
We rank 1st
Number of Visitors: 268,000
among Ford’s
Number of page views: 565,000 Number of
Published Articles: 159 European markets
regarding the
Reports
We share the second place with Germany
regarding the blog traffic after Spain among number of
the Ford blogs in Europe. followers
36 37
FORD OTOSAN 2015 Annual Report
Investor
}} High capacit y utilization rate, above the Europeanand }} Board of Director Committees
koc.com.tr
Strong and Committed ford.com Turkish industry average
}} Efficient, flexible and low cost manufacturing and
Shareholders
engineering competency
Earnings per share (Nominal value Kr 1) Share Performance Dividend Payments and Yield (Million TL)
Ford Otosan’s dividend
2015 2.40
477
FROTO 2015 %3,5 400 payment between 2004
and 2015 totaled
2014 1.70 2014 %1,8 175 TL 4.6 billion
30.28
distribution policy on our website and page 86 of this report.
37.94 28.56
Sustainability
Istanbul since January 13, 1986, under the
ticker symbol FROTO.IS.
2015 Investor Relations Activities top 20 companies
While BIST-100 depreciated by 28% in
During the year, Ford Otosan participated in a total of 14
Turkish Liras in 2014, Ford Otosan lost a 4%
conferences and roadshows in Turkey and abroad. 359 one-
value. The stock has been included in the
on-one meetings were held with investors and analysts. 72
BIST-30 index since August 2014. It was also
Foreign people were welcomed during 9 site visits. 112 analysts and
included in the BIST Index as of November 2, Highest market cap in Average daily trading share in
the automotive sector volume fund managers participated in 4 meetings, during which the
2015. on the BIST
free float
Reports
aselcuk@ford.com.tr Compliance with Capital Markets Law) goztitiz@ford.com.tr
+90 216 564 74 99 bcekmece@ford.com.tr +90 216 564 74 95
+90 262 315 69 60
38 39
FORD OTOSAN 2015 Annual Report
Ford
Bir Bakışta
Market and Ford Otosan Passenger Cars (1000 Units) Light Commercial Vehicle (1000 Units)
Otosan
2015 726 2015 130
Ford
at aOtosan
2014 2014 96
Automotive sales rose by 25% in 2015, to
587
Glance
1,005,850 units reaching its highest level in 2013 665 2013 103
Management
Yönetim ve Değerlendirmeler
Sales of passenger cars, light commercial
vehicles, medium commercial vehicles and 2015 1,006
trucks rose by 24%, 36%, 33% and 8% to
725,596, 130,286, 112,135 and 33,656 units, Highest year in the history of the Courier becomes the best-selling light
respectively. industry commercial vehicle
2014 803
Passenger car sales reached 725,596 units with a Sales in the light commercial vehicle segment, which has
and Assessments
The shift from light commercial vehicles to been contracting since 2012, strengthened from August
passenger cars (starting in 2012) slowed 24% increase in 2015, which was recorded as the
2013 885 highest year in the history of the industry. Ford Otosan 2014 onwards and reached 130,286 units in 2015 with
down after reaching the highest level in a 36% growth. Ford Otosan came second by selling
2013. The share of passenger cars in the launched new vehicles to the market throughout the
33,708 vehicles and with a 25.9% market share. Our
industry decreased by 1 point year-on- year in this highly competitive segment achieving a
sales grew 48%, higher than the market average, and our
year to 72.1% whereas the share of light 2012 812 growth of 26% and reaching a 6.5% market share with market share rose by 2.2 percentage points compared
commercial vehicles rose from 11.9% to the sales of 47,158 units. to the last year. Ford Courier was the best-selling light
13%. commercial vehicle with sales of 30,939 units.
2011 907
2015
Industry Share of Imports
Ford
Light Medium Commercial Vehicles (1000 Units) Trucks (1000 Units)
Yılında
Year Passenger Total
Commercial
Otosan
2015 74% 44% 67% 2015 112 2015 34
Ford Otosan
Ford
in Otosan
2014 73% 46% 67% 2014 85 2014 31
maintained its
2015
2013 85 2013 28
Sürdürülebilirlik
Sustainability
Having completed the year 2015 with sales of
126,468 units, Ford Otosan increased its sales by 2014 73% Transit maintained its undisputed Cargo sales grew twice the market
35%. leadership average
Ford Otosan took the second place in 2015 with 2013 75% Medium commercial segment sales started to strengthen The truck segment’s sales grew by 8% to
a market share of 12.6% while maintaining its from August 2014 onwards posting a growth of 33% 33,656 units in 2015 with the developments
leadership in commercial vehicles with a share of with the sale of 112,135 units. Ford Otosan maintained in the construction sector. Ford Otosan came
28.7% Sales rose by 35% over the previous year 2012 its undisputed leadership with sales of 37,774 units and second with Cargo sales of 7,828 units and a
thanks to favorable market conditions and strong
68% 23.3% market share. Our sales grew by 16%,
a market share of 25.9%. Our sales increased by 41%,
demand for our new products recording a growth higher than the market average. Our market share rose by 2 higherthan the market average, and our market
higher than the market average.
2011 65% percentage points compared with last year. Transit, the most share rose by 1.5 percentage points compared
Raporlar
Reports
important brand in its segment, maintained a market share to last year.
higher than the sum of the two following brands.
40 41
FORD OTOSAN 2015 Annual Report
Industry’s Youngest
Sustainability
INNOVATIONS IN ITS
PRODUCT RANGE IN
PRODUCT 2015.
RANGE AVERAGE AGE
1.2 YEARS
Reports
42 43
FORD OTOSAN 2015 Annual Report
A year full
In 2015, Ford Otosan implemented new 360-degree marketing Best-Selling Light Commercial Vehicle Model
strategies centering digital communication and adopted an
While Ford received the best-selling light
of awards
integrated approach towards the digital and conventional with a
courageous and exciting tone based on constant measurement. commercial vehicle brand prize in the ODD
Gladiators Sales Category, Ford Tourneo Courier won
2015 The creative marketing campaigns we developed under these the best-selling light commercial vehicle model.
We were awarded many prizes in 2015 thanks to our successful marketing campaigns
Ford Fiesta, “If you Love Me” Valentine’s Day Campaign
Twitter Global Success Story
“Turkey’s Ford” Advertising Film
Automotive Distributors The Fiesta Red and Fiesta Black #BeniSeviyorsan
Association (ODD) 2015 campaign was organized for the Valentine’s Day
Gladiators Contact Category and achieved a huge success. The campaign was
presented as a global success story in the Turkish
Automotive Industry by Twitter.
Television Application of the
Year We designed an integrated a digitally-focused project
on Valentine’s Day as part of the Fiesta Black (or Kara
Sevda in its Turkish metaphor) and Fiesta Red (Aşk
Crystal Apple, Automotive Ateşi in its Turkish metaphor) launch.
Sustainability
According to our market research, the desire to own a Loyalty Applications/Second Prize
“Heartbeat Ford Fiesta doubled during this period.
Campaign”
Legend in Istanbul/DPİD Loyalty
Applications/Second Prize
Felis/Mobile Products Category
Felis/Innovative Mobile Technology We got in touch with 30,000 individuals with
Achievement Award the “Ford Lovers, Raise Your Hands” campaign
which aims to get to know the customers in
Smarties Turkey Innovation Bronz As part of Mustang’s launch event, its participation in Istanbul Autoshow
the best way and perform customer-specific
Reports
was announced with the slogan: “Legendary Ford Mustang is now in Turkey.”
The target audience’s engagement and clevel of excitement with the communications.
Mustang launch was monitored through a cellular-phone-flash-using
technology and our customers were invited to the Autoshow.
44 45
FORD OTOSAN 2015 Annual Report
Exports
65
leadership in the European commercial vehicle market and
high demand for our new products. As a result, the export VEHICLE
% EXPORTS
leadership we sustained in the automotive industry for
consecutive years turned into a country-wide leadership as
of 2015. Ford Otosan reinforced its net exporter position by
achieving exports of USD 3.9 billion in 2015.
%
E. Europe England
%7 %35
France
W. Europe
%13
Germany
%18
Export Models
Export
USD 3.9
Courier
12%
Sustainability
revenues in Custom
billion
Transit
2015 51% 37%
Vehicle
82 and parts
countries exports to 5
Reports
continents
46 47
FORD OTOSAN 2015 Annual Report
Exports
In 2015, Ford successfully sustained its strategy Ford's Share of Commercial Vehicles in Europe It became Europe’s Ford’s commercial Ford Europe reached its best
focusing on increasing commercial vehicle sales
in Europe. Thanks to the fully renewed Transit best-selling vehicle sales increased market share in commercial
product range, Ford branded vehicle sales in Europe commercial vehicle compared to the vehicles since 1998.
reached 233,000 units, growing by 24% compared 2015 #1 #1 %12.6
brand. previous year.
Sustainability
to 2014. Ford’s commercial vehicle market share
in Europe reached its highest level since 1997, at %11.5
12.4%, representing a rise of 1.2 percentage points. 2014 #3 #3
Ford Otosan is the only manufacturing center
of Transit in Europe and the only manufacturing
81% 73%
2013 #6 #6 %10
center of Custom and Courier in the world.
Ford’s strategy, focusing on growth in European
commercial vehicles, is a key driving factor in our 2012 #7 #7 %8.5
exports. Ford Otosan’s share in the Ford Otosan’s share in the
Ford Otosan manufactured 73% of Ford branded 2011 #7 #7 %8.6 number of Transit vehicles number of commercial vehicles
commercial vehicles and 81% of Ford Transit sold by Ford in Europe sold by Ford in Europe
Reports
vehicles sold in Europe in 2015.
48 49
FORD OTOSAN 2015 Annual Report
Production
Sustainability
320 320 320 320 320 320
Ford Otosan manufactured one in 300
every four vehicles and 59% of the 250
commercial vehicles produced in
200 200
Turkey.
140 140
40
%45 %34 %80 %100 %117 %100 %93 %82 %54 %74 %90 %83 %86 %59* %81
Reports
* Ford Otosan launched new products as part of its investment program and experienced a temporary weakness in the number of units it manufactured.
50 51
FORD OTOSAN 2015 Annual Report
Ford
Bir Bakışta
and Capacity
Otosan
GÖLCÜK PLANT YENİKÖY PLANT İNÖNÜ PLANT
Ford
at aOtosan
Glance
160,000 TRANSİT CUSTOM
COURIER
CARGO
110,000
Management
Yönetim ve Değerlendirmeler
130,000
and Assessments
15,000
}} The longest-running model }} Ford Otosan is the only }} Ford Otosan is the only }} Manufactured in Ford Otosan
in Ford Europe’s portfolio production center of Ford production center of Ford Courier İnönü Plant since 1983
2015
}} Manufactured over 7 Custom in the world in the world }} Annual manufacturing capacity
Ford
million units globally since }} Released in 2012 as a brand }} Its production started in March of 15,000 units in the İnönü
its release in 1965 new vehicle of Ford’s product 2014, and sales commenced in Plant.
Yılında
range May 2014
Otosan
}} Manufactured by Ford }} Production of trailer,
Otosan since 1967 }} Annual production capacity }} Best-selling vehicle in its construction and road truck
of 130,000 units in the Gölcük segment since June series
Ford
}} Ford Otosan is the lead
manufacturing center of Plant }} Annual manufacturing capacity
in Otosan
Ford Transit in the world }} Investments were completed of 110,000 units in the Yeniköy
2015
}} Annual production to increase the capacity to Plant
capacity of 160,000 units 150,000 vehicles and ensure }} The smallest member of the
in the Gölcük Plant production in case of deman Transit Family with a length of
increases in the automotive 4.16 meters
}} All-new Transit was
market.
launched in the market }} Ford Otosan holds the entire
throughout the year }} Won the 2013 “International engineering responsibility
starting March 2014 Van of the Year”
}} Ford’s first light commercial
Sürdürülebilirlik
Sustainability
vehicle in platform B
Raporlar
Reports
and 2016 2013
52 53
FORD OTOSAN 2015 Annual Report
Plants
Sustainability
its environment-friendly production. Lying on a total area of
manufactured in the Yeniköy Plant.
1,600,000 m2, 340,000 m2 of which is indoors, Gölcük Plant It is manufactured only in the Yeniköy Plant and exported
provides Ford Otosan a logistical advantage due to its proximity
to its supplier baseand having its own port. The Plant harbors
2015 Several investments were completed
to increase the annual manufacturing
to 36 countries. The Yeniköy Plant was completed with an
investment of EUR 370 million, including the product and
Tool and DieCenter, Press Shop, Body Shop, Paint Shop and capacity of Custom vehicles from 130,000 facility expenses. The Plant has an annual manufacturing
Assembly Shop. to 150,000 units in the Gölcük Plant, which capacity of 110,000 units. In addition to its advanced
had a total capacity of 290,000. This action technical excellence, Yenikoy Plant is a leading and people
Central Maintenance, Production Planning, and Quality
provided the plant production flexibility oriented plant with its disabled accessible and environmently
Assurance Managements provide common service to the area.
for possible demand increases in the friendly atmosphere, high number of female employees and
automotive market. work safety oriented qualities.
Reports
54 55
FORD OTOSAN 2015 Annual Report
Plants
R&D
and engine systems
for the new Ford Cargo models, designed million. This Center, which functions as
Engineers
in accordance with the “One Ford” Ford Otosan’s Second Engine Test Center Ford Otosan, the global engineering center for Ford’s heavy trucks and related
strategy in the heavy commercial vehicles. after Gölcük and will lead its peers in the diesel engine and engine systems, also functions as the support center for Ford’s
world through its advanced technology, is light commercial vehicle design and engineering.
Cargo trucks manufactured in the İnönü
the first facility in Turkey that can conduct
Plant will be exported to 65 countries on Sancaktepe R&D Center was registered as an “R&D Center” in December 2014 by
engine tests over 13 liters.
3 continents following the completion of the Ministry of Science, Industry, and Technology, becoming Ford Otosan’s second
the new Ford Trucks product range. Performing development and resistance “R&D” Center following Gölcük.
tests of Ecotorq engines that meet Euro 6
Ford Otosan’s İnönü Plant manufactures Ford Otosan R&D Department, which currently exports engineering services
norms in 5 different test rooms, the Center
engines and engine systems in addition
The first
rear axles for Transit vehicles, is also the
only plant in Turkey to combine vehicle,
testing the exhaust gas filtering system at services to Turkey’s largest automotive spare parts distribution center
192 dealers
vehicle level.
plant in Ford Otosan Parts Distribution Center, Turkey’s largest parts distribution center with
in Turkey and
a warehouse covering an indoor area of 30,000 m2, is the depot where all of the
Turkey Company’s spare parts, marketing, and sales and after sales operations are managed.
capable 58 dealers in Ranking as the fourth largest among Ford’s Parts Distribution Centers in Europe in
of testing 50 different terms of indoor area capacity, our center offers services to 196 dealer in Turkey and 58
dealers in 50 countries abroad and it displays a higher performance than peer Ford
engines over countries centers, with a 96% fill rate, achieved by means of effective parts management.
Sustainability
13 liters
Reports
56 57
FORD OTOSAN 2015 Annual Report
TURKEY’S R&D
LEADER
One of the most important steps taken by Ford Otosan in 2015 was the
opening of the Sancaktepe R&D Center. We have gathered 1,300 engineers
under one roof with TL 68 million investment.
FORD OTOSAN 2015 Annual Report
R&D
project, followed by the new Cargo truck commercial vehicle in B platform. export engineering to China in addition
and Ecotorq, a brand new heavy vehicle Transit Courier won the 2015 and 2016 to earning license revenues. JMC
engine, in 2003. “What Van of the Year” award in the purchased engineering service from
small commercial vehicles category. Ford Otosan thanks to the engineering
Ford Otosan possesses the talent and launching services. Ford Otosan Number of R&D Engineers
and the entire infrastructure required Development activities for the next- engineers work together with the
to design, develop and test a whole generation Ecotorq engine family, which JMC engineers for the localization,
vehicle, including its engine, from is compliant with Euro 6 emissions, 2015 1,378
adaptation, and deployment of the
scratch to the completed commercial were completed in 2015. These engines existing parts to the Chinese market
product. Ford Otosan also works on will be used in Ford Cargo trucks. In conditions. In addition to goods exports, 2014 1,350
advanced technologies in order to offer this project, we developed an engine exports of technologies as a part of
products that can compete not only family which is innovative in terms of the developed technologies shows 2013 1,277
in the domestic market but also in all architectural design, compliant with full compliance with Turkey’s export
potential export markets, such as the the Euro-6 emission standards, ready strategy. 2012 1,240
Sustainability
The center is especially focused on completing engineering exports worth
innovative ideas on the issues of fuel by the Ministry of Science, Industry and with Chinese JMC in 2013, Ford Otosan possible as a result
approximately USD 80 million. Within
economy, emission optimization, driver Technology. This Center focuses on agreed on the production of Ecotorq of long-term efforts
the concept of this export, Ford Otosan
support systems, and development engine and vehicle tests. engines, the intellectual property rights with teams possessing
commissioned many projects in 2015
of analytical methods and testing of which are 100% owned by Ford advanced engineering
Sancaktepe R&D Center was registered ranging from the Euro-6 emission
processes. Otosan, to be used in JMC branded abilities. Therefore, it is
as an “R&D Center” in December 2014 compliant Global Duratorq engines
vehicles in China, the world’s largest vital to maintaining or
Global engineering center for Ford’s by the Ministry of Science, Industry and that are used in Transit, Transit Custom,
truck market. Another achievement was improve market standing
heavy trucks and related diesel Technology, becoming Ford Otosan’s Ranger and Everest models to double-
obtained in July 2014 with the signing by conducting non-stop
engine and engine systems second “R&D” Center following Gölcük. turbo premium diesel engines that are
of a license agreement with the same R&D activities, protect
used on the Mondeo, Edge, S-MAX and
Ford Otosan, the global engineering Ford Otosan continues to make company regarding the technology the industrial property
Galaxy models.
Reports
center for Ford’s heavy trucks and contributions to the national for the chassis, cabin and parts of our rights of the products
related diesel engine and engine economy not only with its products existing trucks. developed, and obtain
systems, also functions as the support but also engineering exports. Having their patents.
60 61
FORD OTOSAN 2015 Annual Report
R&D
Sustainability
support to the significant project, of a carbon dioxide fire extinguishing
especially the Ecotorq project. system, which is hazardous to human
health, also has advanced technology
Ford Otosan R&D Test that allows for controlling all test
Centers rooms, and building.
Gölcük R&D Center
Engine Test Center
Commissioned in 2013, the engine
test center was recognized for its
innovative approach, advanced
Reports
technologies, and productivity.
62 63
FORD OTOSAN 2015 Annual Report
Otosan’s
members trust and respect each by satisfying all statutory and psycho-social unit of our Health Center
other. The Company strives to create The quality level is set by the organizational requirements pertaining also every step of the operations and
were the activities that made significant
a positive work environment free to occupational health and safety at processes are subject to risk analysis
“customer”
Quality
from prejudice and based on mutual the workplace. The Company makes in our Company. These risk analyses contributions to our working life.
communication, to ensure that The best way to attain Excellent Total improvement efforts to eliminate are performed by active operators and
are evaluated with the participation Ford Otosan Search & Rescue
Policy
employees understand, trust and Quality is to take measures to prevent a all risks which pose a threat to the
support each other. problem, instead of solving the problem. safety of life and property, including and approval of expert staff, including Team (FOKE)
Sustainability
vicinity of İnönü.
become a way of life.
To this end, management sets the
Excellent Total Quality customers of
Company’s quality targets and Ford Otosan management adopts the
principle of “Excellent Total Quality”.
others, and Occupational health and safety
every customer
makes sure that all personnel is
informed with respect to these goals. This principle is best expressed as,
In addition, management reviews
the quality targets on a regular basis
“Whatever we do must be the last
word.” deserves the prestigious competition
and identifies opportunities for Ford Otosan also aims for perfection best.” "President's Health and Safety
Award" (PHSA)
improvement. in its basic tasks, values and
implementation of its corporate
Teamwork is a way of life for
Special Contribution Award
Reports
philosophy. In order to bring customer
Ford Otosan satisfaction to a level of perfection,
64 65
FORD OTOSAN 2015 Annual Report
Human Resources
Ford Otosan Success Reward System
Sustainability
Our company aims to enhance the
Otosan Behavioral Competencies. employees’ development. provide opportunities for employee
differentiate from our competitors with rewarding activity by highlighting the
a unique brand perception. The development plans are formed development. 2%
Job adaptation process, an important concepts of project size, performance,
20%
Our Facebook page “Ford Otosan stage of the talent management and prioritized with an evaluation of and contribution. Care should Recognition, +21 years
6-10 years
Kariyer”, which has the highest number process, starts with the assignment of the knowledge, skills and behaviors be showed to consistent and fair Appreciation, and Reward 41%
required by employees’ current/future 0-5 years
of followers in the industry, reaches an orientation coach to each employee. according to the “equal pay for equal
position. We aim to award successful
thousands of people every day with the Job adaptation process of employees work” principle as well as ensuring
projects and thus create a corporate
power of our employer brand. who go through the orientation process A road map is created after activities are a balance within the company and
environment where employees feel
is measured with the bonding survey, planned for the priority development competitiveness in the market, in the
proud and happy to work with the Ford
Recruitment and Talent and relevant action plans are prepared. areas. In this context, we did a 99.6% long term.
Otosan Success Reward System, which
Management System Talent pools are determined at human development planning across the
Ford Otosan’s Remuneration supports us our common values and our
Reports
company and completed 96% of these 37%
resources planning meetings every Management is arranged through a vision.
Ford Otosan embraces talents who help plans in 2015. 360 Degree Competency 11-20 years
year and employees’ career plans are degree-based system. Degrees are
us get stronger and shape the future as Assessment was completed by 95% of
discussed.
the white-collar employees and 23,190 Experience (Blue Collar)
66 67
FORD OTOSAN 2015 Annual Report
Environment
Sustainability
Management System with ISO 50001 Energy
use of renewable energy sources, in order important values of the resulting 3
activities are evaluated and approved Waste management awareness in Ford
Management System in 2013 and obtained
to reduce the greenhouse gas emissions Wet Paint Process and Dry Scrubber
by an independent body. Projects were Otosan’s plants is extensive. All landfill
arising from production activities, ISO 50001 Certification as a result of the audit Process include more efficient, modern,
initiated for the Ford Otosan Yeniköy and waste disposal are conducted in
conducted by an independent body. environment- and energy-friendly
}} Prioritize the reduction of greenhouse gas production technologies.
Plant port under the green port/eco line with relevant technical and legal
emissions arising from our products, and Within the scope of the Environment and Energy port project in 2015. Industry-specific standards. The Company’s activities
the use of renewable energy sources in our Management System, Ford Otosan had external Energy criteria document was obtained especially focus on reducing waste at
design activities, audits conducted in 2014 by an independent from the TurkStat and discussions source and enhancing recycling efforts.
Each Ford Otosan plant has an Energy As a result, efforts to reduce hazardous
institution to attain ISO14001 standard in 4 continue with Ministry of Transport and
}} Raising awareness among our suppliers Committee, which monitors energy waste have resulted in significant
locations, Gölcük, Yeniköy, İnönü, and Kartal; ISO Communications.
and partners on green economy and conservation efforts. Electricity and savings.
energy efficiency efforts and encouraging 50001 standard in 3 locations, Gölcük, Yeniköy, Products and Materials
natural gas consumption of all the
them. and İnönü Plants, and ISO 14064-1 standard
Reports
departments is examined together
for Gölcük, İnönü and Kartal. Full success was The primary objective in the
with the scorecard metrics. Energy
achieved during the audits in all locations. Full development and production of Ford
success was achieved at controls in all locations.
68 69
FORD OTOSAN 2015 Annual Report
Corporate
Sustainability
which is excluded from the professions
4,683 Ford Otosan employees were that are traditionally deemed
I Support Gender Equality For appropriate for women according to
given social gender equality seminars
My Country social gender stereotypes in Turkey’s
by the Ford Otosan’s volunteer trainers
‘The “Ülkem için” social responsibility between October 2015 and January 81 cities. Their families will be provided
project aims to reveal the 2016 intending to offer such training to with awareness for them to support
entrepreneurship of Koç Group the whole staff by the end of May 2016. their children for engineering.
employees and dealers in the social Equality at Work
Ford Otosan’s volunteer trainers also
responsibility area and builds a bridge
continue to provide the same training Approaching all its employees with
between the individuals, company,
to Koç Group’s dealers on a voluntary the basic principles of equality, Ford
and society in terms of responsibility. A
Reports
basis. Otosan continues to add value to Ford
solution umbrella has been offered by
the group companies in problem areas Otosan staff on an individual and social
sense with its activities under the 2013
since 2006.
70 71
EN MOR FORD OTOSAN 2015 Annual Report
The gender
Cinsiyet eşitliğiequality movementkadınlar
hareketi başlangıçta, initially
içinemerged
ve as a In recent years,
Son yıllarda men
erkekler dealso began
kadınların ve to
kızstand up against
çocuklarının inequalities
maruz kaldığı
struggle for women
kadınlarla yürütülen and performed
bir mücadele withçıkmıştı.
olarak ortaya women. and discrimination
eşitsizliklerin suffered
ve ayrımcılığın by women
karşısında and young
yer almaya başladı.girls.
Cinsiyet
Solidarity In Turkey
Türkiye’de
Movement
Eşitliği İçin
15.469
Menerkek
Support
for Gender
destekliyor
HeForShe
Dayanışma
Equality
602,795
Hareketi
Now it’s time that
we combined our
efforts. HeForShe is a
*
Şimdi çabalarımızı
solidarity movement
gathering one half of
birleştirme zamanı.
the humanity
HeForShe with
cinsiyet the
eşitliği
other part tobir
için, insanlığın support
yarısını,
gender equality.
diğer yarısına destekThe
vermek 20,001+
whole
üzere birhumanity will
araya getiren bir 5,001- 20,000
1,001 - 5,000
benefit
dayanışma from such Bu
hareketidir. 251 - 1,000
1 - 250
solidarity.
dayanışmadan tüm insanlık
#HeForShe
0
kazançlı çıkacaktır.
#BenDegilsemKim
Twitter: HeForSheTurkiye
HeForShe Facebook: HeForSheTurkiye
Instagram: HeForSheTurkiye *Rakamlar
*Figures 31 from
were taken Aralık
the2015 tarihinde
www.heforshe.org
Youtube: HeForShe on December 31, 2015.
www.heforshe.org sitesinden alınmıştır.
20 | FORDOTOSAN 72 73 ARAMIZDA | 21
FORD OTOSAN 2015 Annual Report
74 75
FORD OTOSAN 2015 Annual Report
Annual General
2. Reading, discussion, and approval of the 2015 Annual Report prepared by the Board of Directors,
Sustainability
Directors’ election for the Independent Audit Firm,
108 Independent Auditor’s Report and Financial Statements as
13. Giving information to the shareholders regarding the donations made by the Company in 2015 and
of December 31, 2015 determination of an upper limit for donations to be made in 2016,
14. Authorising the shareholders holding management capacity, the Members of the Board of Directors, top
managers and their spouses and relatives by blood and marriage up to the second degree within the
framework of the articles 395th and 396th of Turkish Commercial Code and informing shareholders about
transactions performed within the scope during 2015 as per the Corporate Governance Communiqué of
Capital Markets Board,
Reports
15. Wishes and opinions
76 77
FORD OTOSAN 2015 Annual Report
Articles Of Incorporation
Shareholders Share Group Number of Shares Nominal Value (TL) Share Percentage (%) Shareholders Share Group Number of Shares Nominal Value (TL) Share Percentage (%)
Sustainability
Sandığı Vakfı
Other Shareholders A 6,291,592,649 62,915,926.49 17.9294 Koç Holding A.Ş. B 13,495,335,714 134,953,357.14 38.4581
Group A Total 6,960,372,110 69,603,721.10 19.8352 Temel Ticaret ve Yatırım A.Ş. B 235,588,500 2,355,885.00 0.6714
Group B Total 13,730,924,214 137,309,242.14 39.1295
Koç Holding A.Ş. B 13,495,335,714 134,953,357.14 38.4581
Group C
Temel Ticaret ve Yatırım A.Ş. B 235,588,500 2,355,885.00 0.6714
Ford Motor Company C 14,399,703,676 143,997,036.76 41.0353
Group B Total 13,730,924,214 137,309,242.14 39.1295
Reports
Ford Motor Company C 14,399,703,676 143,997,036.76 41.0353
Total 35,091,000,000 350,910,000.00 100.00
78 79
FORD OTOSAN 2015 Annual Report
Ford Otosan maintained its undisputed leadership in medium commercial vehicles with 37,774 vehicle sales in the
Dear shareholders, business partners, and employees, segment. Ford Otosan increased its sales by 41% while the medium commercial vehicle segment grew by 33%.
Our market share reached 33.7%, up by 2 percentage points. Transit, the most important brand in this segment,
We welcome all of our esteemed shareholders, honoring the 57th Ordinary General Assembly, as we submit the reached a market share higher than the sum of the two following brands.
Board of Directors’ Report on the 2015 operations of Ford Otomotiv Sanayi A.Ş. for your examination.
Ford Otosan sold 7,828 trucks in the heavy commercial vehicle market. As a result, it ranked second with a market
share of 23.3%. Ford Otosan increased its sales by 16% while the heavy commercial vehicle segment grew by 8%.
We feel deeply sorry for to the untimely and sudden loss of Koç Holding Chairman Mr. Mustafa V. Koç. Mustafa
Our market share rose by 1.5 percentage points compared to last year.
V. Koç left indelible marks with his vision, philanthropy, leadership and most importantly humanitarian values.
He always believed strongly in our country’s future. His global perspective, commitment, values, and business In 2015, we reached the highest sales volume in our history as a result of record sales volume in the Turkish
US Federal Reserve rate hike expectations, European Central Bank’s policies, and oil and commodity prices were The number of units we manufactured rose 37% on an annual basis reaching 334,622, the highest level in our
the main factors impacting the markets in 2015. In this period, geopolitical risks were on top of the global agenda. history while the capacity utilization rate came in at 81%.
Currency fluctuations and the uncertainty caused by the elections created a challenging operating environment.
Turkey’s largest commercial vehicle manufacturer, Ford Otosan realized 59% of the commercial vehicle
The Turkish automotive market reached the highest sales figures in its history production in 2015.
The Turkish automotive industry performed strongly in 2015 and sales rose by 25% compared to 2014. The market Ford Otosan became Turkey’s export champion
reached its largest size in the industry’s history with 1,005,850 units. Sales of passenger cars, light commercial
vehicles, middle commercial vehicles and trucks rose by 24%, 36%, 33%, and 8%, respectively. The shift from Avrupa According to ACEA’s data, sales of light commercial vehicles in 27 European Union countries (excluding
Ford Otosan, 1,6 milyar ABD dolarını aşan yatırım programını 2014 yılında tamamlayarak yeni ürünlerini devreye An export leader in the automotive industry since 2011, Ford Otosan became Turkey’s export champion by
Ford Otosan completed an investment project worth USD 1.6 billion in 2014 and launched its new products. obtaining export revenues of USD 3.9 billion in 2015. Our company maintained its net exporter position with USD
Also, our plants’ manufacturing capacity rose from 330,000 to 415,000 units. Our company delivered strong 3 billion in the last 5-year period while continuing to create value for our country. Ford Otosan achieved 65% of
operational and financial performance as a result of these investments obtaining the strongest manufacturing, the Turkish commercial vehicle exports in 2015. In 2015, Ford Otosan manufactured 73% of all Ford Commercial
sales, export, and employment results in its history. vehicles and 81% of Ford Transit vehicles sold in Europe.
Sustainability
We Maintained our Restructuring in theHeavy Commercial Vehicles
Ford Otosan reached a market share of 12.6% in Turkey with the sale of 126,468 vehicles and ranked second in the
total industry. We preserved our traditional leadership in the commercial vehicles with a market share of 28.7%
Ford Trucks reached a total of 27 dealers in the country under its growth strategy, and it completed its domestic
The Ford brand achieved the highest commercial vehicle market share in Turkey among the European markets.
sales&services restructuring to a considerable extent. We reached a total of 19 dealers in 15 countries as we
continued our overseas network expansion. Our target is to reach 50 countries by 2020 and export one-third of
Ford Otosan recorded a growth above the market average in all segments. Our total sales rose by 35% compared our truck production.
to 2014 with the favorable market conditions and the strong demand for our new products.
The Turkish automotive industry’s R&D Leader
Ford Otosan launched new vehicles in the passenger car segment, which witnessed an intense competition
throughout the year, and achieved a market share of 6.5% with 47,158 units. Our sales grew 26%, higher than the Ford Otosan, the global engineering center for Ford’s heavy commercial vehicles, related diesel engines and engine
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market growth of 24%.. systems, also has an important responsibility in light vehicle design and engineering. While the Gölcük Engineering
Center focused on engine and vehicle tests, the biggest technology and R&D center of Turkey’s automotive industry
in Sancaktepe carries out activities to develop trucks, engines, and engine systems.
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FORD OTOSAN 2015 Annual Report
Opened in 2015, Sancaktepe R&D Center was registered as an “R&D Center” by the Ministry of Science, Industry and The Most Valuable Automotive Company in Borsa Istanbul (BIST)
The following figures were appointed to the Board of Directors meeting held on December 4, 2015 effective as of
Our Company conducts a dividend policy within the framework of the provisions of the Turkish Commercial Code,
February 1, 2016: Mr. Cemil Cem Temel, Assistant General Manager - Kocaeli Plants and New Projects, Mr. Hasan
Capital Markets Legislation, Tax Regulations and other relevant legislation as well as the provisions of the Articles
Sustainability
Kazım Burak Gökçelik Assistant General Manager - Product Development and Mr. Özgür Gökşen Töre Sancek
of Association governing the distribution of profits. In the distribution of profit, a consistent and balanced policy is
Assistant General Manager - Material Planning and Logistics.
followed between shareholders and Company requirements in line with Corporate Governance Principles. The full
The Highest Employment In The Turkish Automotive Industry text of our Profit Distribution Policy is available on our report’s page number 86 and the corporate website.
Our dividend distribution policy continued in 2015, and we paid our shareholders gross dividends of TL 400 million
Ford Otosan employed 7,944 blue-collar and 2,732 white-collar employees, totaling 10,676 personnel as of the
in two shapes. Distributed dividend rose by 128% compared to 2014 with the total dividend paid by Ford Otosan
end of 2015. (December 31, 2014: 7,192 blue-collar and 2,570 white-collar employees, totaling 9,762 personnel).
between 2004-2015 reaching TL 4.6 billion.
Ford Otosan retained its position as the company with the highest employment rate in the Turkish automotive
industry. The Company’s workers are under the coverage of the Group Collective Labor Contract signed between In accordance with investment and financial policies and taking cash flow conditions into consideration, we
the the Turkish Metal Union and the Turkish Employers’ Association of Metal Industries (MESS), which will expire propose to distribute a gross dividend of TL 350,910,000 representing 100% (net 85%) over a basis of gross
on August 31, 2017. TL 1 (net= Kr 85) per share with the nominal value of TL 1, out of 2015 net profits, after legal obligations have
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been deducted, as indicated in the attached Dividend Policy, and to begin payment on April 4, 2016. Detailed
information on the dividend distribution proposal can be found in the statement enclosed in the report.
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FORD OTOSAN 2015 Annual Report
Guidance
Following consultation with the Audit Committee, the Board of Directors has selected Güney Bağımsız Denetim
ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Ernst & Young Global Limited) as the
independent Audit firm, as required by Turkish Commercial Code and Capital Markets Board regulations, for the
1,020k units
2016 financial year. We submit this selection for the approval of the General Assembly.
While carrying out our activities in a more efficient and effective manner in 2016, we will continue to protect our
strong financial structure and attach utmost importance to risk management. We will continue to implement our
We anticipate that in 2016, the automotive industry will experience a similar year to 2015 in general terms after
Ford Otosan
having exceeded the one-million-unit threshold. There are positive expectations in the commercial vehicle
segment in Europe, which constitutes our main export destination. In addition, we expect to see continued export
growth and higher capacity utilization ratio in alignment with the Ford brand’s strong market share performance.
In this context, our predictions for 2016 are as follows:
Retail Sales Volume 132k units
Total Automotive Industry 1,020,000 units
Ford Otosan:
400k units
Assets)
Total Wholesale Volume
Dear investors, business partners and employees,
We hereby extend our sincere gratitude to our founders, business partners, our former and current employees, the
Turkish Metal Union, our suppliers, our dealers, and to all our customers and you, our dear shareholders for vital
contributions in the achievements of Ford Otosan.
Sustainability
FORD OTOMOTİV SANAYİ A.Ş.
BOARD OF DIRECTORS
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FORD OTOSAN 2015 Annual Report
Sustainability
NET A 5,795,003 0.850 85.00
A 53,368,160 0.850 85.00
B 137,309,242 1.000 100.00
C 122,397,481 0.850 85.00
TOTAL 318,869,886
FORD OTOMOTİV SANAYİ A.Ş.’s 2015 DIVIDEND RATE TABLE
RATIO OF TOTAL DISTRIBUTED DIVIDEND TO DISTRIBUTABLE NET INCOME FOR THE
TOTAL DIVIDEND IN CASH DISTRIBUTED TO SHAREHOLDERS (TL)
PERIOD (%)
350,910,000 41.68
1) There is no privileged share group within the profit.
2) Withholding tax at a rate of 15% is applied for a dividend amounting to TL 6,817,651, belonging to the Koç Holding Retirement and Assistance Fund
Foundation and Vehbi Koç Foundation among Group A shares; and a withholding tax at a rate of 15% is applied to the shares corresponding to
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dividend worth TL 62,786,070, assuming that all these shares are held by real persons.
3) As the entirety of Group B shares belongs to our fully responsible legal entity shareholders, Koç Holding A.Ş and Temel Ticaret A.Ş, a withholding
tax at a rate of 0% is applied while the net dividend is calculated for this group.
4) As the entire Group C shares belong to our limited taxpayer-shareholder, Ford Motor Company, a withholding tax at a rate of 15% is applied while
the net dividend is calculated for this group.
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FORD OTOSAN 2015 Annual Report
The Investor Relations Team is responsible for informing the shareholders correctly and equally about the
Corporate Governance
The report about the Investor Relations activities is submitted to the attention of Board after year end closure.
Ford Otosan has adhered to and implemented the mandatory Corporate Governance Principles published by
the Capital Markets Board within the scope of “II-17.1 Communique on Corporate Governance Principles” (shortly 2.2 Use of Shareholders Rights to Obtain Information
“Communique”) during the period of its operation ending on December 31, 2015 and compliance for the remaining
principles has been mostly attained. Full compliance target has not been achieved yet due to the challenges Ford Otosan does not discriminate among shareholders related to their right to obtain and evaluate information.
encountered in the implementation of some principles, the ongoing discussions in Turkey and in the international
Sustainability
SECTION II – SHAREHOLDERS Some shareholders who want to ask questions have utilized their rights at the Shareholders’ Meetings and
satisfactory responses were given to these questions during the meeting.
2.1 Shareholder Relations Unit
The Chairman of the Board and the members are granted permission at each Annual Ordinary General
Investor Relations responsibilities which are described in Article 11 of the “Communique” are performed by Investor Shareholders’ Meeting in accordance with articles 395 and 396 of the Turkish Commercial Code to undertake
Relations Manager Aslı Selçuk (aselcuk@ford.com.tr/0216 5647499) and Treasury and Risk Manager Burak business that falls into the business scope of the company on behalf of themselves or of others and to be
Çekmece (bcekmece@ford.com.tr/0216 5647480) who are direct reports to İ. Oğuz Toprakoğlu shareholders in companies that undertake such business. The members of the Board of Directors are thus
(otoprako@ford.com.tr/0262 3156900) the Assistant General Manager - Finance (CFO). Burak Çekmece and Aslı allowed to take on other duties, with no restrictions, outside of the company, within the framework of this
Selçuk have Capital Market Board Activities Advanced Level License and Corporate Governance Rating Specialist permission.
License which are required in the Communique.
Donations and support made in 2014 were subject to a separate agenda item in 2015 Ordinary General Assembly
Meeting and donation amount was limited to TL18.000.000 for 2015. There was no change in the donation policy.
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The Shareholders’ Meeting Minutes are published in the website and made available to all shareholders at the
Finance Department for examination purposes.
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FORD OTOSAN 2015 Annual Report
The address for access to the Ford Otomotiv Sanayi A.Ş. official website is www.fordotosan.com.tr . The website
There are no privileged voting rights generally. However, according to the provisions of the Articles of is available both in Turkish and English.
Incorporation, following quorum conditions are applied:
As explained thoroughly in the company’s Corporate Disclosure Policy; “Corporate” and “Investor Relations”
}} The quorum for Shareholders’ meeting is 60% of Company’s total shares and decisions are taken with sections of the website encompass trade register information, the latest shareholder and management structure,
affirmative vote of 60% of total share representatives. In order for the resolutions of the Shareholders’ the Company’s Articles of Incorporation, annual and quarterly reports, periodical financial statements and
Meetings to be valid, shareholders representing more than half of B or C group shares must have cast an reports, agendas, attendee list and meeting minutes of the General Shareholders’ Meetings, Auditors’ Reports,
affirmative vote. investor and analyst presentations, Corporate Governance Principles Compliance Report, Standards of Corporate
Conduct, announcements and special case disclosures made by the company, contact information and all related
}} The principle has been set forth that half of the members of the Board of Directors must be elected from data.
candidates representing Group B and the other half from candidates representing Group C shares. One of the
Minority rights have been defined only with the general framework of regulations and not outlined for the
shareholders having less than one twentieth of capital in the Articles of Association.
SECTION IV - STAKEHOLDERS
4.1 Disclosure to Stakeholders
2.5 Dividend Right
Stakeholders are regularly informed by the company about company policies, procedures for protection of their
There are no dividend privileged rights in shares. rights and matters concerning them.
Our Company conducts a dividend policy within the framework of the provisions of the Turkish Commercial Employees are informed by management at every opportunity through electronic mail or printed documents.
Code, Capital Markets Legislation, Tax Regulations and other relevant legislation as well as the provisions of the Besides this type of information-sharing, general and departmental open-door meetings are organized for this
Articles of Association governing the distribution of profits. In distribution of profit, a consistent and balanced purpose. Employee union representatives also attend the general meetings at company offices, offering their
policy is followed between shareholders and Company requirements in line with Corporate Governance Principles. views.
Dividend Policy is explained in Investor Relations section in Annual Report which is available in our website.
Stakeholders can report practices which violate regulations and ethically inappropriate transactions to the
According to Company’s Articles of Association, Board of Directors can distribute advance dividend with the Additionally labor union and working representatives are included in the decisions taken by participating monthly
condition of being authorized and compliant with Capital Markets Legislation. to Health & Safety Council.
Sustainability
TL 200.018.700 gross dividend was paid on April 1, 2015 and TL 200.018.700 gross dividend was paid on October Several meetings are held with the local suppliers where high performers are awarded and precautions for
16, 2015. increasing the efficiency of supply chain for both sides are being discussed.
Dealers’ participation in management is achieved through the “Dealers Council,” which was formed many years
2.6 Transfer of Shares
ago. This Council, made up of representatives elected by dealers, meets regularly and develops suggestions
concerning company sales and marketing activities together with management representatives. There is also a
The restrictions for share transfers are stated in Article 8 of the Company’s Articles of Incorporation that is also
Dealers Meeting organized every year with the attendance of all dealers. A regional manager is appointed to each
available in the Company website. But there are no constraints or similar clauses for Group A shares regarding free
region and meetings are being organized for regional requirements and assessment.
transfer between shareholders.
One of the basic strategies of the company is to achieve perfect customer satisfaction regarding the products
and services we market. With this aim, many research studies and numerical measurements are carried out by
the company and other independent sources to achieve product quality as well as perfect sales and after-sales
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services. In addition, a program has been exercised to measure dealer satisfaction numerically. In the light of the
results of these studies and in consideration of customer demands, our activity plans are mapped out to increase
product and service quality and consequently customer satisfaction.
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In addition to the various units in the company working on total quality, our Customer Relationship Management
Our Human Resources Management strategies are: To be HR brand leader in Turkey by applying sustainable and Lyle A. Watters No 23.03.2015 12 months Corporate Governance Committee/ Ford Motor Company Man.
innovative applications; To be amongst the top 10 preferred companies; To be amongst the top 10 companies Risk Committee
regarding Employee Engagement Survey; To respect diversity and ethics in all HR applications by keeping equal Barbara J. Samardzich No 23.03.2015 12 months - Ford Motor Company Man.
The Company principle of announcing job descriptions and performance evaluation criteria is applied. The O. Turgay Durak No 23.03.2015 12 months - -
principles for employee recruitment are documented. The “Employee Engagement Survey” distributed every year
measures employee satisfaction, loyalty and pinpoint areas for development, facilitating steps for improvement. İ. Cenk Çimen No 23.03.2015 12 months
Remuneration Committee/Risk
Koç Holding Man.
The company has signed a 3 year agreement in December 2014, effective from September 1st 2014, with blue Committee
colored personnel through Turkish Metals Union. Except union representatives who are appointed in accordance Ali İhsan İlkbahar No 23.03.2015 12 months Corporate Governance Committee -
with the Collective Labor Agreement, there is no other representative from the company appointed to manage
employee relations. This relationship with the union is essentially the job of the Human Resources Directorate. Haydar Yenigün No 23.03.2015 12 months - -
4.4 Ethical Rules and Social Responsibility William R. Periam No 23.03.2015 12 months - -
The “Ford Otosan Standards of Corporate Conduct”, that was created for the purpose of determining basic ethical Risk Committee/Remuneration
Mehmet Barmanbek Yes 23.03.2015 12 months -
Committee/Audit Committee
principles for the company and its employees, was revised for increasing the effectiveness. Comprising eighteen
guidelines, the text of these principles was distributed to and signed by all personnel working at the company at Corporate Governance Committee/
Günter Verheugen Yes 23.03.2015 12 months -
the time. The same procedure has continued to be carried out for personnel joining the company after that date. In Audit Committee
addition, all employees are issued reminders of the guidelines once a year. With the latest revision, an on-line test
is made for employees after confirmation to check the comprehension of the standards. Mr. John Fleming, nominated by Class C shares, was elected to the Board of Directors as a board member during
the Ordinary General Assembly held on March 23, 2015. As a result of his retirement from Ford Motor Company
SECTION V – BOARD OF DIRECTORS It is considered that diversity in knowledge, experience and vision of Board Members will contribute to the
Company’s operations and Board of Director’s efficiency. There are already two women members in the Board of
Sustainability
5.1 The Structure and Formation of the Board of Directors Directors.
Except General Manager Haydar Yenigün and Deputy General Manager William R.Periam, twelve of fourteen The responsibilities of Nomination Committee are carried out by Corporate Governance Committee.
members of the Board of Directors are non-executives as stated in Capital Market’s Board Corporate Governance The candidate declarations and resumes of two independent members are evaluated in Corporate Governance
Principles. The resumes of the Board members are included in the related section of Annual Report. Committee and Board of Directors meetings dated 09.01.2015 and 15.01.2015 respectively. All the independent
board members have submitted their independence declarations to Audit Committee and no condition which
The list of the Board of Directors as of 31.12.2015 is presented below. cancels the independency has been observed in 2015.
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FORD OTOSAN 2015 Annual Report
5.2 Board of Directors Operating Principles 5.4 Risk Management and Internal Control Mechanism
Board Members and Senior Executives have “Directors and Officers Liability Insurance”.
Board of Directors foresee the probability of conflict of interest and if exist, assess the relevant consequences and
take necessary actions for the benefit of the Company during its operations.
The Board of Directors evaluates the compliance to the regulations and potential fraud risks in the related party
transactions prudently.
5.3 Number, Structure and Independence of Committees established by the Board of Directors
Corporate Governance Committee, which aims to enhance corporate governance activities and carry out
Nomination Committee responsibilities, consists of four members, Günter Verheugen as President, Ali İhsan
İlkbahar, Lyle Alexander Watters and İ. Oğuz Toprakoğlu as members.
Early Determination and Management of Risk Committee, which aims to establish risk management system,
consists of three members, Mehmet Barmanbek as President, İsmail Cenk Çimen and Lyle Alexander Watters as
members.
Sustainability
Remuneration Committee, which aims to determine benefits provided to executive management, consists of
three members, Mehmet Barmanbek as President, Cenk Çimen and James Duncan Farley as members.
The members, working principles and responsibilities of the established committees are announced as Special
Case Disclosure to the public and published in company website.
The executive members of the Board have not taken on duties in the committees.
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a. Risk Management Ford Otosan manages business processes such as quality, efficiency, customer satisfaction, information security,
pricing according to the predetermined targets and metrics.
The primary goal of Ford Otosan in risk management is to foresee, manage, monitor the potential risks in
each area and to prepare action plans for risk and crisis management in advance. Board of Directors, Early Another main risk management tool related to operational process is Business Continuity Plan (BCP) which
Determination and Management of Risk Committee, Audit Committee and Executive Management of the enables critical operations or products to be continuously delivered as a consequence of business interruptions
Company are regularly informed about the risks. ranging from catastrophic natural disasters to equipment breakdowns. It is a set of predefined strategies and
Financial Risks Furthermore, emergency action plans which describe the implementation of necessary steps in cases of explosion
or natural disaster are prepared, ensuring operability through regular trainings and tests.
Credit Risk: Direct Debiting System, which is an effective way to guarantee the receivables, is applied to dealer
receivables from domestic vehicle and spare-part sales. Most of the export sales are made to Ford Motor Strategic Risks
Company and its affiliates with an average term of 14 days. Foreign sales that are made to parties other than Ford
Motor Company are guaranteed through letter of credit, bank guarantees or advance payments. In order to maintain the continuity of business portfolio, Ford Otosan regularly carries out project development
studies and submits their results to Board of Directors’ periodic evaluation. With the annually updated long term
Foreign Exchange Risk: The ratio of the net foreign exchange position (after natural hedge) to Equity is targeted b. Early Determination and Management of Risk Committee Activities
within +/- 10% in the Balance Sheet. Natural hedge calculation involves addition of FX denominated inventory Early Determination and Management of Risk Committee has been founded with the purpose of early
to the assets and exclusion of loans subject to capitalization and hedge from FX denominated liabilities. As of determination and managing of risk which may jeopardize the Company’s existence, development, sustainability
Sustainability
December 31, 2015 net FX position is TL 24 Million. Total export and import amounts are TL 10,723 million and TL and establishing an effective risk management system.
7,604 million respectively in 2015.
The Committee had seven meetings in 2015. Risk reporting activities and the Committee evaluations are
Capital Risk: Ford Otosan’s objectives when managing capital are to continue providing maximum returns for periodically submitted to the attention of Board of Directors.
shareholders, maintain an optimal capital structure to reduce the cost of capital and ensure sustainability. The
Company monitors the capital on the basis of “net total financial debt to tangible net worth” ratio which is c. Internal Control System and Internal Audit
targeted to be less than 1.25.
Policies, procedure and instructions included in process flows are important part of the internal control system. In
The explanations about Company’s indebtedness and capital structure are presented in the relevant sections of addition to these, Ford Otosan applies an internal control plan annually which covers all company operations. With
Annual Report. this structure, over 3000 control points are being tested as an assurance to the Board of Directors and shareholders
related to the accuracy of Company’s operations.
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The Audit Committee periodically monitors internal control and internal audit activities, reviews and approves
annual audit plans as a subcommittee of Board of Directors. The Audit Committee provides opinion on the financial
reports for the approval of Board of Directors and provides recommendations to BOD where required.
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Koc Holding, Ford Motor Company and Internal Control Department perform regular audits in the Company on an d. Information On The Extraordinary General Assembly Meeting Held In The Year
Legal Disclosures
covered by other capital reserves, TL 65,519,875 would be covered by legal reserves, TL 120,068,666 would be
covered by extraordinary reserves, and TL 8,982,579 would be covered by retained earnings; that TL 544,758 out
Sustainability
for 33 years and Assistant General Manager - New Projects Mr. Şakir Taylan Avcı, who served the company for 34
c. Share Information years will retire on January 31, 2016. There will be no appointments to these positions for the moment. Mr. Cemil
Cem Temel has been appointed as Assistant General Manager - Kocaeli Plants and New Projects effective from
Title of Holder First Trade Date Country Exchange Market
February 1, 2016. Mr. Cemil Cem Temel will be responsible for Gölcük and Yeniköy Plants as well as New Projects.
Stock 13.01.1986 Turkey Borsa İstanbul BIST Stars Assistant General Manager - Product Development Mr. Ernur Mutlu, who has been serving our company for
35 years, will retire on January 31, 2016. Mr. Hasan Kazım Burak, who worked as Assistant General Manager -
Ford Otosan shares are traded in the following market and included in the following indices: Engineering has been appointed as Assistant Manager - Product Development effective from February 1, 2016.
The position Assistant General Manager - Engineering will be closed from February 1, 2016.
-BIST Stars
-BIST Kocaeli / -BIST METAL EŞYA, MAKİNA / -BIST SINAİ / -BIST SÜRDÜRÜLEBİLİRLİK ENDEKSİ / Assistant General Manager - Material Planning & Logistics Mr. Cengiz Kabatepe, who has been serving our
company for 40 years, will retire on January 31, 2016. Mr. Özgür Gökşen Töre Sancak has been appointed as
Reports
-BIST TEMETTÜ / -BIST TEMETTÜ 25 / -BIST TÜM / -BIST YILDIZ / -BIST 100 / -BIST 30 / BIST 50
Assistant General Manager Material Planning & Logistics as of February 1, 2016
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FORD OTOSAN 2015 Annual Report
THE RESULT This policy document describes the remuneration system and applications of the Board of Directors and the
Senior Executives who have administrative responsibilities, pursuant to the Capital Markets Board (CMB)
Pursuant to Article 199 of the Turkish Commercial Code No. 6102 (“TCC”), which went into effect on July 1, 2012, regulations.
Ford Otomotiv Sanayi A.Ş. Board of Directors is obliged to annually prepare an affiliation report stating the
The fixed salaries to be valid for all the Members of the Board of Directors are determined every year at the
relationship between the company and the parent company and other subsidiaries of that parent company in the Ordinary General Assembly Meeting of the Company.
Remuneration of Senior Executives consists of two components: Base salary and performance based bonus.
Base salaries of Senior Executives are determined in accordance with international standards and legal
responsibilities, taking into consideration macroeconomic data within the market, the remuneration policies in the
market, size and long-term goals of the company, and positions and efficiency levels of the individuals.
Performance - Based Bonus of Senior Executives are calculated according to company performance and
individual performance. Relevant criteria is summarized below:
}} Company Performance: Company performance is obtained through the calculation at period ends of the
financial and operational goals (market share, exports, foreign activities, efficiency, etc.) given to the company
at the beginning of each year. When determining company goals, sustainability and improvements with
respect to the previous years are taken into consideration as important principles.
}} Individual Performance: For the determination of individual performance, employee, customer, process,
technology and long-term strategy-related goals are taken into consideration, together with the company
goals. For the calculation of individual performance, the long-term sustainability improvement principle is
observed also, outside the financial spheres, as is the case for company performance.
}} The total remuneration amount determined according to these principles, and paid to the Senior Executives
Sustainability
and the Members of the Board of Directors during the year, is submitted for the information of the partners in
the subsequent General Assembly Meeting, in accordance with the regulations.
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a. Within the last five years, no executive employment relation that would give important duties and a. Within the last five years, no executive employment relation that would give important duties and
responsibilities has been established between myself, my spouse, my second degree relatives by blood responsibilities has been established between myself, my spouse, my second degree relatives by blood
or by marriage and the Company and the subsidiaries of the Company, and shareholders who control the or by marriage and the Company and the subsidiaries of the Company, and shareholders who control the
management of the Company or who have significant influence at the Company and juridical persons management of the Company or who have significant influence at the Company and juridical persons
b. Within the last five years, I have not worked as a partner (more than 5%), an executive manager who would b. Within the last five years, I have not worked as a partner (more than 5%), an executive manager who would
have important duties and responsibilities or have not been a member of the Board of Directors particularly in have important duties and responsibilities or have not been a member of the Board of Directors particularly in
the companies that provide auditing, rating and consulting services for the Company (including tax audit, legal the companies that provide auditing, rating and consulting services for the Company (including tax audit, legal
audit, internal audit), and in the companies that the Company purchase products and services from or sells audit, internal audit), and in the companies that the Company purchase products and services from or sells
products and services to within the framework of the agreements signed (during the timeframe of selling/ products and services to within the framework of the agreements signed (during the timeframe of selling/
purchasing of the products and services, purchasing of the products and services,
c. I do have the professional training, knowledge, and experience that will help me properly carry out the tasks c. I do have the professional training, knowledge, and experience that will help me properly carry out the tasks
and duties I will assume as a result of my independent membership in the Board of Directors, and duties I will assume as a result of my independent membership in the Board of Directors,
ç. ç. In accordance with the legislations, I will not be working fulltime in public institutions and organizations ç. ç. In accordance with the legislations, I will not be working fulltime in public institutions and organizations
(except working as an academic at the university) after being elected as a member, (except working as an academic at the university) after being elected as a member,
d. I am considered a resident in Turkey according to the Income Tax Law (n.193) dated 31/12/1960, d. I am considered a resident in Turkey according to the Income Tax Law (n.193) dated 31/12/1960,
f. I will be able to spare the sufficient time for the business of the Company to an extent that will help me pursue f. I will be able to spare the sufficient time for the business of the Company to an extent that will help me pursue
the activities of the Company and fulfil the requirements of my tasks and duties, the activities of the Company and fulfil the requirements of my tasks and duties,
g. I have not been a member of the Board of Directors of the Company for more than six years in total within the g. I have not been a member of the Board of Directors of the Company for more than six years in total within the
last decade, last decade,
h. I have not been registered and announced on behalf of the juridical person elected as member of the Board of Directors. h. I have not been registered and announced on behalf of the juridical person elected as member of the Board of Directors.
Sustainability
Leonard Martin MEANY Mehmet BARMANBEK
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}} was examined by us, It was decided by our Board of Directors’ resolution dated February 9, 2016 that necessary permissions be taken
from the Capital Markets Board and the Ministry of Customs and Trade to change Article 6 (titled “Capital”) of the
}} does not include, within the framework of the information we have in our duty or responsibility areas, any Company’s Articles of Association and that the amendment be presented to the approval of shareholders after
misconstrued explanation regarding important issues or any missing section that could cause it to appear such decision in the first General Assembly to be held.
misleading as of the date of announcement.
18 February 2016
offers, within the framework of the information we have in our duty or responsibility areas, an honest reflection Selection of the Independent Auditors
of the business’s development and performance as well as its financial position together with the encountered
significant risks and uncertainties and that we are responsible for the announcement we make. Following consultation with the Audit Committee on February 18, 2016, the Board of Directors selected Güney
Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Ernst & Young Global
Yours sincerely, Limited with its registered address as Maslak Mahallesi Eski Büyükdere Caddesi Orjin Maslak No:27, Daire: 54-
57-59 Kat: 2-3-4, 34398 Sarıyer-İstanbul) as the independent Audit firm for the audit of our company’s financial
FORD OTOMOTİV SANAYİ A.Ş. statements pertaining to the 2016 accounting period and the conduct of other activities pursuant to principles
set out in the Turkish Commercial Code no: 6102 and Capital Markets Board Law no: 6362. The Board decided to
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Reports
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FORD OTOSAN
Report on the Audit of the Annual Report of the Board of Directors in accordance with the Independent Auditing Standards Ford Otomotiv Sanayi Anonim Şirketi
Financial statements
We have audited the annual report of Ford Otomotiv Sanayi A.Ş. (“the Company”) for the year ended December 31, 2015.
In accordance with Article 514 of the Turkish Commercial Code 6102 (“TCC”) and the provisions of the Communiqué II-14.1
on the Principles of Financial Reporting in Capital Markets (“the Communiqué”) of the Capital Market Board (“CMB”), the
for the period January 1 – December 31, 2015
management of the Company is responsible for the preparation and fair presentation of the annual report consistent with the
financial statements and for the internal controls considered for the preparation of a report of such quality. together with report of independent auditors
Responsibility of the Independent Auditor
Our responsibility is to express an opinion, based on the independent audit we have performed on the Company’s annual
report in accordance with article 397 of the TCC and the Communiqué, on whether the financial information provided in this
annual report is presented fairly and consistent with the Company’s financial statements there on which auditor’s report dated
February 12, 2016 has been issued.
Our independent audit has been performed in accordance with the Independence Auditing Standards as endorsed by CMB
and Independent Auditing Standards which are a part of Turkish Auditing Standards promulgated by the Public Oversight,
Accounting and Auditing Standards Authority. These standards require compliance with ethical and provisions and the
independent audit to be planned and performed to obtain reasonable assurance on whether the financial information
provided in the annual report is free from material misstatement and consistent with the financial statements. This
independent audit involves the application of auditing procedures in order to obtain audit evidence in the historical financial
information. The selection of these procedures in based in the professional judgment of the independent auditor. We believe
that the audit selection of these procedures is based in the professional judgment of the independent auditor. We believe that
the audit selection of these procedures is based in the professional judgment of the independent auditor. We believe that the
audit evidence we have obtained during our independent audit is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the financial information provided in the annual report of the Board of Directors is presented fairly and
consistent with the audited financial statements in all material respects.
In accordance with paragraph three of Article 402 of the Turkish Commercial Code (“TCC”) 6102, within the framework of the
Independent Auditing Standards 570 “Going Concern”, no material uncertainty has come to our attention which causes us to
believe that the Company will not be able to continue as a going concern in the foreseeable future.
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FORD OTOSAN 2015 Faaliyet Raporu
The Company’s management is responsible for the preparation and fair presentation of 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 financial statements that are free from material misstatement, whether due to error
and/or fraud.
Our responsibility is to express an opinion on these financial statements based on our audit. Our audit was conducted in accordance with standards on auditing issued by the Capital
Markets Board of Turkey and standards on auditing issued by the Public Oversight Accounting and Auditing Standards Authority (“POA”) of Turkey. 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 Company’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 Company 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.
Opinion
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Ford Otomotiv Sanayi A.Ş. as at 31 December 2015 and their financi-
al performance and cash flows for the year then ended in accordance with the Turkish Accounting Standards.
As disclosed in Note 2.6 to the accompanying financial statements, as of December 31, 2015, the accounting principles described in Note 2 (defined as CMB 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 and the presentation of the basic financial statements and the notes to them. Accordingly, the accompanying financial statements are
not intended to present the financial position and results of operations in accordance with IFRS.
1) Auditors’ report on Risk Management System and Committee prepared in accordance with paragraph 4 of Article 398 of Turkish Commercial Code (“TCC”) 6102 is submitted
to the Board of Directors of the Company on 12 February 2016.
2) In accordance with paragraph 4 of Article 402 of the TCC, no significant matter has come to our attention that causes us to believe that the Company’s bookkeeping activities
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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 paragraph 4 of Article 402 of the TCC, the Board of Directors submitted to us the necessary explanations and provided required documents within the
context of audit.
Reports
February 12, 2016
İstanbul, Türkiye
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FORD OTOSAN 2015 Faaliyet Raporu
Liabilities
Assets
Current liabilities 3,823,591,411 2,971,769,365
- Trade receivables, third parties 7 780,190,818 676,194,387 - Due to related parties 26 580,710,088 471,203,693
The financial statements were approved for issue by the Board of Directors on February 12, 2016.
Share capital 350,910,000 350,910,000
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Share premium 8,252 8,252
Reports
Total equity and liabilities 8,428,212,158 7,235,392,795
The accompanying notes form an integral part of these financial statements. The accompanying notes form an integral part of these financial statements.
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FORD OTOSAN 2015 Faaliyet Raporu
Operating profit 1,036,113,740 541,117,046 (Loss)/gain from cash flow hedge reserve 17 (185,459,966) 120,368,840
(Loss)/gain from cash flow hedge reserve, tax effect 17 37,091,994 (24,073,768)
Income from investing activities 29 468,664 4,259,460
Expenses from investing activities 29 (2,586,121) (7,027,419) Other comprehensive (loss)/gain, after tax (136,199,622) 98,176,251
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- Deferred tax income 24 22,197,791 181,150,586
Reports
The accompanying notes form an integral part of these financial statements. The accompanying notes form an integral part of these financial statements.
112 113
FORD OTOSAN 2015 Faaliyet Raporu
3,059,855,348
705,711,052
(400,037,400)
841,910,674
(136,199,622)
2,754,181,696
2,754,181,696
98,176,251
693,032,362
(175,455,000)
Total
equity
2,236,604,334
594,856,111
Notes Current period Audited December 31, 2015 Prior period Audited December 31, 2014
841,910,674
841,910,674
(594,856,111)
-
594,856,111
841,910,674
-
594,856,111
(641,471,786)
594,856,111
Accumulated profit
Net income
for the period
641,471,786
594,856,111
-
Net income before tax 865.828.239 390.412.250
1,545,689,403
-
556,606,921
(327,965,538)
1,317,048,020
-
(175,455,000)
1,317,048,020
-
623,926,286
Retained
earnings
868,576,734
-
Increase in warranty expense provision 13 132.055.334 81.259.786
(72,071,862)
438,410,802
-
38,249,190
472,233,474
-
-
472,233,474
-
17,545,500
Restricted
reserves
454,687,974
-
Change in provision for unusued vacation pay liability, net 3.862.008 382.424
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
Change in provision for dealer stocks sales premium, net 13 9.355.521 (7.241.793)
(1,652,515)
11,760,963
11,760,963
-
(13,413,478)
-
-
(13,413,478)
(2,359,644)
(2,359,644)
-
Accumulated
other
comprehensive
income/(loss)
not to be
reclassified to
profit or loss
Actuarial fund
arising from
employee
benefit plans
(11,053,834)
Net operating profit before changes in operating assets and liabilities 1.577.955.750 889.189.580
(154,407,851)
(148,367,972)
(148,367,972)
(6,039,879)
-
-
(6,039,879)
96,295,072
96,295,072
Accumulated other
comprehensive income/(loss)
to be reclassified to profit or
loss
Cash
flow
hedge
reserve
(102,334,951)
11,066,300
407,387
407,387
10,658,913
-
-
10,658,913
4,240,823
4,240,823
Revaluation
fund of
available for
sale financial
assets
6,418,090
8,252
-
-
-
8,252
8,252
-
-
-
Share
premium
8,252
-
Ford Otomotiv Sanayi A.Ş
27,920,283
-
-
-
27,920,283
27,920,283
-
-
Adjustment
to share
capital
27,920,283
Sustainability
-
350,910,000
-
-
-
350,910,000
350,910,000
-
-
Share
capital
350,910,000
Reports
Transfers
Transfers
2014
2015
1. Organization and nature of the operations 2. Basis of presentation of financial statements (continued)
Ford Otomotiv Sanayi A.Ş. (the “Company”) is incorporated and domiciled in Turkey and manufactures, assembles and Going concern
sells motor vehicles, primarily commercial vehicles, imports and sells passenger cars and manufactures and imports and
sells spare parts of those vehicles. The Company was established in 1959 and presently operates as a joint venture between The financial statements of the Company are prepared on the basis of a going concern assumption.
Ford Motor Company and the Koç Group of Companies.The Company is listed on the Borsa İstanbul (“BIST”) where 17.89%
of its shares are currently quoted . The registered office address of the Company is Akpınar Mahallesi, Hasan Basri Cad. No: Comparatives of prior periods’ financial statements
2 Sancaktepe, İstanbul.
The financial statements of the Company include comparative financial information to enable the determination of the
In its Kocaeli compound; the Company has a Gölcük plant in which the Transit and Transit Custom vehicles are manufactured financial position and performance. The statement of financial position of the Company at December 31, 2015 has been
Sustainability
Capital Markets Board (“CMB”) on 13 June 2013 which is published on Official Gazette numbered 28676. TAS, Turkish
Accounting Standards, comprise of Turkish Financial Reporting Standards, its appendix and interpretations.
With the decision taken on March 17, 2005, the CMB announced that, effective from January 1, 2005, the application of
inflation accounting is no longer required for companies operating in Turkey and preparing their financial statements
in accordance with the financial reporting standards issued by the CMB (“CMB Financial Reporting Standards”). The
Company’s financial statements have been prepared in accordance with this decision
Except for the financial assets and derivative instruments measured at fair value, the financial statements are prepared on
a historical cost basis
Reports
Company’s functional and presentation currency is accepted as TL.
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FORD OTOSAN 2015 Faaliyet Raporu
2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)
TFRS 3 Business Combinations ii) Standards issued but not yet effective and not early adopted
The amendment clarifies that all contingent consideration arrangements classified as liabilities (or assets) arising from a Standards, interpretations and amendments to existing standards that are issued but not yet effective up to the date of
business combination should be subsequently measured at fair value through profit or loss whether or not they fall within the issuance of the financial statements are as follows. The Company will make the necessary changes if not indicated otherwise,
scope of IAS 39 (or IFRS 9, as applicable). The amendment is effective for business combinations prospectively. which will be affecting the financial statements and disclosures, when the new standards and interpretations become
effective.
TFRS 8 Operating Segments
TFRS 9 Financial Instruments – Classification and measurement
The amendment to TAS 16.35(a) and TAS 38.80(a) clarifies that revaluation can be performed, as follows: i) Adjust the gross TFRS 11 Acquisition of an Interest in a Joint Operation (Amendment)
carrying amount of the asset to market value or ii) determine the market value of the carrying amount and adjust the gross
carrying amount proportionately so that the resulting carrying amount equals the market value. The amendment is effective TFRS 11 is amended to provide guidance on the accounting for acquisitions of interests in joint operations in which the
retrospectively. activity constitutes a business. This amendment requires the acquirer of an interest in a joint operation in which the activity
constitutes a business, as defined in TFRS 3 Business Combinations, to apply all of the principles on business combinations
TAS 24 Related Party Disclosures accounting in TFRS 3 and other TFRSs except for those principles that conflict with the guidance in this TFRS. In addition, the
acquirer shall disclose the information required by TFRS 3 and other TFRSs for business combinations. These amendments
The amendment clarifies that a management entity – an entity that provides key management personnel services – is a are to be applied prospectively for annual periods beginning on or after January 1, 2016.
related party subject to the related party disclosures. In addition, an entity that uses a management entity is required to
disclose the expenses incurred for management services. The amendment is effective retrospectively. Earlier application is permitted. The amendments will not have an impact on the financial position or performance of the
Company.
Annual Improvements – 2011–2013 Cycle
The amendment clarifies that: i) Joint arrangements are outside the scope of TFRS 3, not just joint ventures ii) The scope The amendments to TAS 16 and TAS 38, have prohibited the use of revenue-based depreciation for property, plant and
exception applies only to the accounting in the financial statements of the joint arrangement itself. The amendment is equipment and significantly limiting the use of revenue-based amortisation for intangible assets. The amendments
effective prospectively. 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 Company.
TFRS 13 Fair Value Measurement
TAS 16 Property, Plant and Equipment and TAS 41 Agriculture (Amendment) – Bearer Plants
The portfolio exception in TFRS 13 can be applied to financial assets, financial liabilities and other contracts within the scope
of IAS 39 (or IFRS 9, as applicable). The amendment is effective prospectively. 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
TAS 40 Investment Property 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
The amendment clarifies the interrelationship of TFRS 3 and TAS 40 in determining whether the transaction is the purchase that of manufacturing, either the cost model or revaluation model should be applied. The produce growing on bearer plants
of an asset or business combination. The amendment is effective prospectively.
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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 amendments did not have a significant impact on the consolidated financial statements of the Company. the Company and will not have an impact on the financial position or performance of the Company.
Reports
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2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)
TAS 27 Equity Method in Separate Financial Statements (Amendments to TAS 27) Annual Improvements to TFRSs - 2012-2014 Cycle
In April 2015, Public Oversight Accounting and Auditing Standards Authority (POA) of Turkey issued an amendment to TAS In February 2015, POA issued, Annual Improvements to TFRSs 2012-2014 Cycle. The document sets out five amendments
27 to restore the option to use the equity method to account for investments in subsidiaries and associates in an entity’s to four standards, excluding those standards that are consequentially amended, and the related Basis for Conclusions. The
separate financial statements. Therefore, an entity must account for these investments either: standards affected and the subjects of the amendments are:
• At cost - IFRS 5 Non-current Assets Held for Sale and Discontinued Operations – clarifies that changes in methods of disposal
• In accordance with IFRS 9, (through sale or distribution to owners) would not be considered a new plan of disposal, rather it is a continuation of
In February 2015, amendments issued to TFRS 10 and TAS 28, to address the acknowledged inconsistency between the The amendments are effective for annual periods beginning on or after January 1, 2016, with earlier application permitted. 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 Company is in the process of assessing the impact of the amendments on financial position or performance of the Company.
a joint venture, to clarify that an investor recognises 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 The new standards, amendments and interpretations that are issued by the International Accounting Standards
re-measurement at fair value of an investment retained in a former subsidiary should be recognised only to the extent of Board (IASB) but not issued by Public Oversight Authority (POA)
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 amendment is not The following standards, interpretations and amendments to existing IFRS standards are issued by the IASB but not yet
applicable for the Company and will not have an impact on the financial position or performance of the Company. 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 Company
In February 2015, amendments issued to TFRS 10, TFRS 12 and TAS 28, to address the issues that have arisen in applying Annual Improvements – 2010–2012 Cycle
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 IFRS 13 Fair Value Measurement
Company and will not have an impact on the financial position or performance of the Company.
As clarified in the Basis for Conclusions short-term receivables and payables with no stated interest rates can be held at
TAS 1: Disclosure Initiative (Amendments to TAS 1) invoice amounts when the effect of discounting is immaterial. The amendment is effective immediately.
In February 2015, amendments issued to TAS 1. Those amendments include narrow-focus improvements in the following five IFRS 15 Revenue from Contracts with Customers
areas: Materiality, Disaggregation and subtotals, Notes structure, Disclosure of accounting policies, Presentation of items of
other comprehensive income (OCI) arising from equity accounted investments. The amendments are applicable for annual In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers. The new five-step model in the standard
periods beginning on or after January 1, 2016. Earlier application is permitted. These amendments are not expected have provides the recognition and measurement requirements of revenue. The standard applies to revenue from contracts with
significant impact on the notes to the consolidated financial statements of the Company. customers and provides a model for the sale of some non-financial assets that are not an output of the entity’s ordinary
Sustainability
activities (e.g., the sale of property, plant and equipment or intangibles). IFRS 15 original effective date was January 1, 2017.
However, in September 2015, IASB decided to defer the effective date to reporting periods beginning on or after January 1,
2018, with early adoption permitted. Entities will transition to the new standard following either a full retrospective approach
or a modified retrospective approach. 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 Company
is in the process of assessing the impact of the standard on financial position or performance of the Company.
Reports
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2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)
IFRS 9 Financial Instruments - Final standard (2014) 2.3 Summary of significant accounting policies
In July 2014 the IASB published the final version of IFRS 9 Financial Instruments. The final version of IFRS 9 brings together the
The principal accounting policies adopted in the preparation of these financial statements are set out below:
classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39 Financial
Instruments: Recognition and Measurement. IFRS 9 is built on a logical, single classification and measurement approach for
Cash and cash equivalents
financial assets that reflects the business model in which they are managed and their cash flow characteristics. Built upon
this is a forward-looking expected credit loss model that will result in more timely recognition of loan losses and is a single
Cash and cash equivalents are carried in the statement of financial position at cost. Cash and cash equivalents include cash
model that is applicable to all financial instruments subject to impairment accounting. In addition, IFRS 9 addresses the
In January 2016, the IASB issued amendments to IAS 7 ‘Statement of Cash Flows’. The amendments are intended to clarify IAS Inventories are valued at the lower of cost or net realizable value. The cost of inventories is determined on the moving monthly
7 to improve information provided to users of financial statements about an entity’s financing activities. The improvements average basis. Cost elements included in inventories are materials, labour and an appropriate amount of factory overheads and
to disclosures require companies to provide information about changes in their financing liabilities. These amendments are exclude the cost of borrowing. Net realizable value is the estimated selling price in the ordinary course of business, less the costs
to be applied for annual periods beginning on or after January 1, 2017 with earlier application permitted. When the Company of completion and selling expenses. The allocation of fixed production overheads to the costs of conversion is based on the
first applies those amendments, it is not required to provide comparative information for preceding periods. The Company is normal capacity of the production facilities. Idle time expenses arising from the ceases in production other than planned in the
Sustainability
in the process of assessing the impact of the amendments on financial position or performance of the Company. factory’s annual production plan are not associated with inventories and are recognized as cost of sales (Note 9).
Reports
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2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)
Trade payables are recognized at initial cost and subsequently measured at amortized cost using effective interest rate Investments intended to be held for an indefinite period of time, and which may be sold in response to a need for liquidity or
method (Notes 7 and 26). Foreign exchange gain / loss and credit finance charges of trade payables are classified under changes in interest rates are classified as available-for-sale. These are included in non-current assets unless management
“other operating income/expense”. has the express intention of holding the investments for less than 12 months from the statement of financial position date or
unless they will need to be sold to raise operating capital, in which case they are included in current assets.
Property, plant and equipment
Available-for-sale financial assets are subsequently measured at fair value. Available-for-sale financial assets that are
The depreciation periods for property and equipment, which approximate the economic useful lives of assets concerned, are Unrealised gains and losses arising from changes in the fair value of securities classified as available-for-sale are accounted
as follows: in equity net of tax under “financial assets fair value reserve”. Unrealised gains and losses arising from changes in the fair
value of available-for-sale debt securities are the differences between the fair value of such securities and their amortised
Land improvements 14.5 - 30 years costs at the reporting date. When available-for-sale securities are sold, collected or otherwise disposed of, related deferred
Buildings 14.5 - 36 years gains and losses in equity are transferred to the income statement. If the difference between the cost and the fair value of the
Machinery and equipment 5-25 years available-for-sale securities is permanent, gains and losses are transferred to the income statement.
Moulds and models Project lifetime
Furniture and fixtures 4 - 14.5 years Interest and dividends associated to the available-for-sale financial assets are accounted under corresponding interest
Motor vehicles 9-15 years income and dividend income accounts.
Land is not depreciated as it is deemed to have an indefinite useful life. Share premium
Gains or losses on disposals of property, plant and equipment are determined by comparing proceeds with carrying amounts Share premium represents differences resulting from the sale of the Company’s subsidiaries and associates’ shares at a
and are included in income/expense from investing activities. Repair and maintenance expenses are charged to the statement price exceeding the face values of those shares or differences between the face values and the fair value of shares issued for
of profit or loss as they are incurred. Repair and maintenance expenditures are capitalized if they result in an enlargement or acquired companies.
substantial improvement of the respective asset (Note 10).
Share capital and dividends
The estimated useful lifetimes of such assets are as follows: Current period income tax
Rights 3-5 years Current year tax liability consists of tax liability on the taxable income calculated according to currently enacted tax rates and
Capitalized improvement expenses Project lifetime to the effective tax legislation as of statement of financial position date.
Other intangible assets 5 years
Deferred tax
Sustainability
Impairment of long-lived assets
Deferred income tax is provided, using the liability method, for temporary differences arising between the tax bases of assets
All assets are reviewed for impairment losses including property, plant and equipment and intangible assets whenever events and liabilities and their carrying values for financial reporting purposes. Tax bases of assets and liabilities comprise of the
or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for amounts that will affect the future period tax charges based on the tax legislation. Currently enacted tax rates, which are
the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset’s net expected to be effective during the periods when the deferred tax assets will be utilized or deferred tax liabilities will be
selling price and value in use. Impairment losses are recognized in the statement of profit or loss. settled, are used to determine deferred income tax.
Impairment losses on assets can be reversed, to the extent of previously recorded impairment losses, in cases where increases
in the recoverable value of the asset can be associated with events that occur subsequent to the period when the impairment
loss was recorded.
Reports
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2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)
Deferred tax liability is calculated on all taxable temporary differences whereas deferred tax assets are recognized for Foreign currency transactions and balances
all deductible temporary differences to the extent that it is probable that taxable profit will be available against which
the deductible temporarily differences can be utilized. Carrying values of deferred tax assets are decreased to the extent Transactions in foreign currencies during the year have been translated at the exchange rates prevailing at the dates of the
necessary, if future taxable profits are not expected to be available to utilize deferred tax assets partially or fully. transactions. Monetary assets and liabilities denominated in foreign currencies have been translated into TL at the Central
Bank of Turkey (TCB) exchange rates prevailing at the statement of the financial position dates. Foreign currency exchange
gains or losses arising from the settlement of such transactions and from the translation of monetary assets and liabilities
Deferred tax assets and deferred tax liabilities related to income taxes levied by the same taxation authority are offset when are recognized under the other operating income/expenses and financial income/expense in the statement of profit or loss
there is a legally enforceable right to offset current tax assets against current tax liabilities (Note 24). (Notes 22, 23 and 27).
Current and deferred taxes except those which are either related to the items directly recognized in the equity as receivable or TL/USD TL/Euro TL/GBP
payable (which, in such cases, the deferred tax regarding the related items are also recognized directly in the equity) or those
which result from the initial recognition of an enterprise merger are recognized as income or loss in the income statement.
December 31, 2015 2.9076 3.1776 4.3007
Revenue recognition
December 31, 2014 2.3189 2.8207 3.5961
Goods & services sales
Financial instruments and financial risk management
Revenue comprises the invoiced value for the sale of goods and services. Revenues are recognized on an accrual basis at
the fair values incurred or to be incurred when the goods are delivered, the risks and rewards of ownership of the goods are Credit risk
transferred, when the amount of revenue can be reliably measured and it is probable that the future economic benefits
associated with the transaction will flow to the entity. Ownership of financial assets involves the risk that counterparties may be unable to meet the terms of their agreements. All
trade receivables are due mainly from dealers and related parties. The Company has established effective control procedures
For domestic vehicle and spare parts sales, significant risk and rewards are transferred to the buyer when goods are delivered over its dealers and the credit risk arising from transactions with such dealers is regularly monitored by management and the
and received by the buyer or when the legal title is passed to the buyer. But if the Company makes a sales agreement with aggregate risk to any individual counterparty is limited. The Company covered its credit risk from domestic vehicle sales to
buyback commitment, which shall most likely be applied, the sales made in this scope are not recognized as revenue and dealers by setting credit limits for dealers through arranged banks and collects its trade receivables from banks at the due
monitored under “Other Long Term Liabilities” (Note 31). Sales, which are subject to buyback commitment, are evaluated as date through the use of Direct Debit System. The use of DDS for receivables from dealers is an effective way to decrease the
Dividend income from the stock investments are recorded when the stockholders become entitled to receive a dividend. The Company is exposed to equity securities price risk because of investments classified on the statement of financial position
as available-for-sale. The Company limits the available-for-sale financial assets in order to manage the price risk arising from
investments in equity securities.
Sustainability
Interest income is realized on a time period basis and the accrued income is determined by taking into account the valid
interest rate and the interest rate that is to be effective until its maturity date.
Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash and marketable securities, the availability of funding
from an adequate amount of committed credit facilities and the ability to close out market positions. The risk of funding current
and future debt requirements is managed by having an adequate number of quality loan providers constantly available. The
Company management keeps cash, credit commitment and factoring capacity to maintain 21 days cash outflows to manage the
liquidity risk. The Company maintains a credit commitment amounting to Euro 80 million and factoring agreement amounting
to TL 400 million in case a requirement for use arises.
Reports
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2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)
Management uses short-term interest bearing financial assets to manage the maturities of interest bearing assets and liabilities. The Company measures derivatives and available for sale financial assets at fair value at each reporting date. Fair value
The Company makes limited use of interest rate swaps, to hedge its floating rate borrowings, if needed. 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. The fair value measurement is based on the presumption that the transaction to sell
Funding risk the asset or transfer the liability takes place either:
The ability to fund the existing and prospective debt requirements is managed as necessary by obtaining adequate committed - In the principal market for the asset or liability, or
The Company is exposed to foreign exchange risk through the impact of rate changes on the translation of foreign currency The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
assets and liabilities into local currency. This risk is monitored by key management personnel through Early Determination of the asset or liability, assuming that market participants act in their economic best interest.
Risk and Management Committee and regular Board of Director’s meetings.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available
Excess cash is invested mainly in hard currency to balance the net foreign currency assets and liabilities and in order to minimize to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
the statement of financial position foreign exchange exposure. In addition to this, distribution of the amount of the export
orientated production and sales in the related months can increase the foreign assets (Note 27). Financial assets
Capital risk management The fair values of balances denominated in foreign currencies, which are translated using year-end exchange rates, are
considered to approximate their carrying value. The fair values of certain financial assets carried at cost, including cash and
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in amounts due from banks and deposits with banks are considered to approximate their respective carrying values due to their
order to provide returns for shareholders benefits for other stakeholders and to maintain an optimal capital structure to reduce short-term nature. The carrying values of trade receivables along with the related allowances for impairment are estimated
the cost of capital. to be their fair values due to their short-term nature.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, Financial liabilities
return capital to shareholders, issue new shares or sell assets to reduce debt.
Hedges of exposures to variability in cash flows that are attributable to a particular risk associated with a recognised asset or
December 31, 2015 December 31, 2014
liability or a highly probable forecast transaction and could affect profit and loss are designated as cash flow hedges by the
Company.
Net financial debt 1,580,404,669 1,772,529,268
Changes in the fair value of derivatives, designated as cash flow hedges and qualified as effective, are recognised in equity as
Tangible equity 2,520,135,546 2,233,791,596 “hedging reserves”. Where the forecasted transaction or firm commitment results in the recognition of a non financial asset
or of a liability, the gains and losses previously recognised under equity are transferred from equity and included in the initial
measurement of the cost of the asset or liability. Otherwise, amounts recognised under equity are transferred to the income
Net financial debt / tangible equity ratio 0.63 0.79
statement in the period in which the hedged firm commitment or forecasted transaction affects the income statement.
Sustainability
Reports
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2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)
If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or losses previously Provisions
recognised in equity are transferred to the income statement. If the hedging instrument expires or is sold, terminated or
exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is
recognised in other comprehensive income remains in other comprehensive income until the forecast transaction or firm probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be
commitment affects profit or loss. made. If the provision amount decreases, in the case of an event occurring after the provision is accounted for, the related
amount is classified as other income in the current period.
The Company has entered into swap transactions in order to manage its interest rate risk. Swap transactions are initially
recognized at fair value on the date the derivative contract is entered into and subsequently remeasured at fair value. The fair Provisions for sales premium
Borrowings are recognized initially at the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings Warranty expenses provision
are stated at amortized cost using the effective yield method; any difference between proceeds (net of transaction costs)
and the redemption value is recognized in the statement of profit or loss over the period of the borrowings (Note 6). With Warranty expenses are recognized on an accrual basis for amounts estimated based on prior periods’ realization. The
respect to assets which take long time to get ready for use and sale, borrowing costs related to production or construction are Company has reclassified warranty reserves to be expected to be realized in one year as current provision (Note 13).
integrated to the cost of the asset. The borrowing costs include other costs incurred due to borrowing and interest.
Research and development expenses
Provision for employee benefits
Research expenditure is recognized as an expense as incurred. Costs, except for listed below are classified as development
a) Defined benefit plan: expenditures and recognized as expense as incurred.
Provision for employee benefits represent the present value of the estimated total reserve of the future probable obligation - If the cost related to the products can be defined and only if the cost can be measured reliably,
of the Company arising from the retirement of the employees or reasons except for resignation and behaviors stated in labor - If the technological feasibility can be measured,
law, calculated in accordance with the Turkish Labour Law (Note 15). According to the amendments on IAS 19 “Employee - If the good will be sold or will be used within the Company,
Benefits”, the actuarial (gain)/loss of employee benefits are recognized under other comprehensive income. - If there’s a potential market or can be proved that it is used within the Company,
- If necessary technological, financial and other resources can be provided to complete the project.
b) Defined contribution plan:
Sustainability
Reports
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2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)
Operational Leasing In the statement of cash flows, cash flows during the period are classified under operating, investing or financing activities.
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct The cash flows raised from operating activities indicate cash flows due to the Company’s operations.
costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and
recognized on a straight-line basis over the lease term. The cash flows due to investing activities indicate the Company cash flows that are used for and obtained from investments
(investments in property, plant and equipment and financial investments).
A related party transaction is a transfer of resources, services or obligations between related parties, regardless of whether a Government grants and incentives
price is charged.
Government grants and incentives are recognized at fair value when there is assurance that these grants and incentives will
The Company defines its key management personnel as board of directors’ members, general managers, assistant general be received and the Company has met all conditions required. Government grants and incentives regarding the capitalized
managers and directors reporting directly to the general manager (Note 26). projects, costs are recognized by netting from costs of property, plant and equipment and intangible assets. Incentives which
are not subject to assets are shown as other income in the income statement.
Earnings per share
2.4 Accounting policies, changes in accounting estimates and errors
Earnings per share disclosed in the statement of profit or loss are determined by dividing net earnings by the weighted average
number of shares that have been outstanding during the related year concerned. In Turkey, companies can increase their Material changes in accounting policies and estimates or material errors are corrected retrospectively; by restating the prior
period financial statements. The effect of changes in accounting estimates affecting the current period is recognized in the
Sustainability
share capital by making a pro-rata distribution of shares (“bonus shares”) to existing shareholders from retained earnings
and the revaluation surplus. For the purpose of earnings per share computations, the weighted average number of shares current period; the effect of changes in accounting estimates affecting current and future periods is recognized in the current
outstanding during the year has been adjusted in respect of bonus shares issues without a corresponding change in resources, period and prospectively.
by giving them retroactive effect for the year in which they were issued and for each earlier year (Note 25).
Reports
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2.5 Significant accounting estimates and decisions The maturity period of time deposits is up to three months and there is no blockage/restricton on cash and cash equivalents.
The weighted average interest rate for Euro denominated time deposits is %1.60 (December 31, 2014 - 2.26%) and the
The preparation of financial statements require management to make estimates and assumptions that affect certain reported weighted average interest rate for the TL time deposits is %13.06 (December 31, 2014 - 11.59%).
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates.
December 31, 2015 December 31, 2014
(a) In calculation of the employee benefit provision actuarial assumptions relating to turnover ratio, discount rate and
salary increase are used. The details regarding the calculation are disclosed in provision for employee benefits (Note Banks - foreign currency time deposits 706,689,282 400,808,453
(d) In determination of the legal case provisions, the possibilities of losing the case and the liabilities that will arise if the 5. Financial assets
case is lost is evaluated by the Company’s Legal Counselor and by the Management team taking into account expert
opinions. The management determines the amount of the provisions based on the best forecasts.
December 31, 2015 December 31, 2014
(e) In calculation of the warranty provision, the Company considers the historical warranty expenses incurred addition Shareholding Shareholding
to planned technical and financial improvements to estimate the possible warranty expense per vehicle. Provision
Available-for-sale financial assets: % Amount % Amount
calculations are realistically performed and based on vehicle quantity, warranty period and historical claims (Note 13).
(f) Deferred tax assets are recognized when the occurrence of taxable profit is probable in the forthcoming years. Deferred Otokar Otomotiv ve Savunma Sanayi A.Ş. (Otokar) (*) 0.59 12,625,805 0.59 12,196,978
tax asset is calculated over any temporary differences in cases when the occurrence of taxable profit is probable,
taken into consideration of tax advantages obtained within the context of investment incentive certificates. Deferred
(h) Development costs related to continuing projects are capitalized and the Company management perform impairment
test regarding those capitalized costs annually. As of December 31, 2015 and December 31, 2014, there is no impairment
determined related to development costs in progress (Note 11).
2.6 Convenience translation into English of financial statements originally issued in Turkish
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
Sustainability
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.
3. Segment reporting
The Company, which is incorporated and domiciled in Turkey, has primary operation of manufacturing, assembling, importing
and selling motor vehicles and spare parts. The Company’s operating segments, nature and economic characteristics of
products, nature of production processes, classification of customers in terms of risk for their products and services and
methods used to distribute their products are similar. Furthermore, the Company structure has been organized to operate in
one segment rather than separate business segments. Consequently, the business activities of the Company are considered
to be in one operating segment and the operating results, resources to be allocated to the segment and assessment of
Reports
performance are managed in this respect.
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FORD OTOSAN 2015 Faaliyet Raporu
700,877,296 625,257,020
784,724,274 680,753,636
Short-term portion of long-term borrowings:
- Euro 2.46 558,854,023 2.31 364,697,638 The average turnover of receivables related to vehicle sales to domestic distributors is 25 days. (December 31, 2014: 25 days),
domestic sales of spare parts turnover is 70 days (December 31, 2014: 70 days) and discounted by 1.12% monthly effective
interest rate (December 31, 2014: 0.92%).
558,854,023 364,697,638
The collection of receivables from export sales other than Ford Motor Company is kept under guarantee with letter of credit,
letter of guarantee or upfront cash collection.
Total short term borrowings 1,259,731,319 989,954,658
The payment schedules of long-term bank borrowings as of December 31, 2015 and December 31, 2014 are as follows: 187,338 277,436
Sustainability
2017 428,255,354 298,501,742
2018 408,511,646 292,257,321 Trade payables 1,743,208,811 1,332,727,390
2019 275,886,364 174,357,519 Less: Unearned credit finance expense (10,268,534) (7,539,581)
2020 133,870,989 112,412,190
2021 54,510,274 44,669,656 1,732,940,277 1,325,187,809
The average turnover of trade payables is 60 days. (December 31, 2014: 60 days) and discounted by 1.12% monthly effective
1,301,034,627 1,360,032,869
interest rate. (December 31, 2014: 0.92%).
Reports
The letters of bank guarantee given to financial institutions in connection with borrowings amount to TL 1,004,243,815
(December 31, 2014 - TL 1,015,293,576) (Note 13).
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FORD OTOSAN 2015 Faaliyet Raporu
7. Trade receivables and payables (continued) 7. Trade receivables and payables (continued)
The maximum exposure of the Company to credit risk as of December 31, 2015 and 2014 is as follows:
The maximum of credit risk covered by - The maximum of credit risk covered by
110,000,000 708,237,239 - - - 110,000,000 590,614,039 - - -
guarantees guarantees
Net book value of the financial assets Net book value of the financial assets that are
982,044,554 772,608,733 - 181,984 980,361,277
that are neither overdue nor impaired neither overdue nor impaired 855,023,868 671,643,751 - 230,474 577,458,259
The carrying amount of financial assets The carrying amount of financial assets whose
whose terms have been renegotiated terms have been renegotiated otherwise
- - - - - - - - - -
otherwise classified as overdue or classified as overdue or impaired
impaired
Sustainability
Reports
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FORD OTOSAN 2015 Faaliyet Raporu
Trade receivables
December 31, 2015 Related party Other Finished goods 358,386,847 104,688,935
Raw materials 273,387,566 246,862,840
1-30 days overdue 5,179,761 4,442,933 Goods in transit 130,103,025 76,716,122
1,004,488,647 588,072,680
Risk covered by guarantees - 1,942,605
The Company’s overdue related party receivables are related to the long term engineering service bills and spare parts Less: Provision for impairment of finished goods and vehicle
(4,329,423) (2,995,284)
exports to Ford Motor Company. spare parts
Trade receivables
1,000,159,224 585,077,396
December 31, 2014 Related party Other
The allocation of fixed production overheads to finished goods costs of conversion is based on the normal capacity of the
1-30 days overdue 28,816,149 2,165,734 production facilities.
1-3 months overdue 25,390,829 1,241,768 The Company has accounted the expenses due to the impairment of inventories as part of cost of sales and the movement
in the balance within the year is as follows:
74,515,452 4,550,636
At January 1 2,995,284 3,218,313
Risk covered by guarantees - 2,208,171
Change within the period 1,334,139 (223,029)
8. Other receivables and payables
Sustainability
181,984 230,474
Reports
Other 1,756,089 4,861,655
47,709,326 39,685,718
140 141
Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
Net book value 11,874,536 81,262,289 564,680,442 1,353,113,666 932,805,431 144,977,686 13,123,190 26,545,344 3,128,382,584
142
Disposals - - (5,281) (15,970,603) (2,690,967) (509,823) (9,841,358) - (29,018,032)
Depreciation charge - (5,472,488) (32,193,662) (137,730,764) (134,605,554) (27,150,861) (4,616,377) - (341,769,706)
FORD OTOSAN
Closing net book value 12,269,499 83,833,964 566,523,504 1,275,192,264 1,048,375,579 151,675,665 67,382,981 45,464,847 3,250,718,303
Net book value 12,269,499 83,833,964 566,523,504 1,275,192,264 1,048,375,579 151,675,665 67,382,981 45,464,847 3,250,718,303
The Company has compared the borrowing costs of investment loans which has taken in foreign currency to the TL market loan interest. There is no foreign
exchange differences which has been recognized under property, plant and equipment within the context of TMS 23 according to the cumulative approach
as of December 31, 2015 (December 31, 2014: TL 3,215,770).
There is no collateral, pledge or mortgage on tangible assets as of December 31, 2015 and 2014.
(*) The Company makes a part of its truck sales with buyback commitment and trucks sold in this scope are monitored in “Vehicles” under Property, Plant and Equipment and their cost
value amounts to TL 52,608,072 (December 31, 2014: None).
Net book value 11,874,536 77,836,153 318,029,330 816,288,416 578,615,349 110,135,408 5,143,130 313,146,729 2,231,069,051
Closing net book value 11,874,536 81,262,289 564,680,442 1,353,113,666 932,805,431 144,977,686 13,123,190 26,545,344 3,128,382,584
Net book value 11,874,536 81,262,289 564,680,442 1,353,113,666 932,805,431 144,977,686 13,123,190 26,545,344 3,128,382,584
Reports Sustainability Ford Otosan in 2015 Management and Assessments Ford Otosan at a Glance
FORD OTOSAN 2015 Faaliyet Raporu
10. Property, plant and equipment (continued) 11. Intangible assets (continued)
The carrying amounts of fully depreciated property, plant and equipment are as follows: The Company compared the borrowing costs of investment loans in foreign currency to the TL market loan interest and foreign
exchange differences and interest costs equal to an amount of TL 1,935,895 (December 31, 2014: TL None) has been recognized
December 31, 2015 December 31, 2014 under property, plant and equipment according to the cumulative approach within the context of TMS 23 as of December 31,
2015.
Moulds and models 618,908,035 426,456,991
Development
Machinery and equipment 323,154,392 140,971,016 December 31, 2013 Other Total
Rights Development cost costs in progress
Furniture and fixtures 77,658,937 66,229,622
The allocation of depreciation expense as of December 31, 2015 and 2014 is as follows: For the period ended December 31, 2014
Opening net book value 531,556 310,999,244 206,284,643 2,574,657 520,390,100 Research and development expenses (Note 19) 2,893,359 2,652,184
Sustainability
Additions 7,071,420 50,546,552 25,049,394 - 82,667,366 Selling and marketing expenses (Note 19) 173,679 146,168
Transfers 3,168,205 175,497,097 (178,665,302) - - Associated with construction in progress 141,081 81,942
Reports
Net book value 1,995,446 483,422,750 52,668,735 1,632,871 539,719,802
35,126,704 29,890,515
There is no carrying amounts of fully depreciated intangible assests as of December 31,2015.
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12. Prepaid expenses (continued) 13. Provision, contingent assets and liabilities (continued)
2015 2014
Advances given for investments (*) 91,555,915 132,481,035
The Company recognizes 2 and 3 years of warranty provision for the vehicles sold by dealers for malfunctions described in At December 31 101,614,941 61,084,163
the sales agreements. Warranty expense provision is estimated by considering vehicles under warranty as of the statement
of financial position date and warranty claims of vehicles sold in previous years on a model basis.
Short term provisions: Letters of guarantee and letters of credit December 31, 2015 December 31, 2014
1,042,267,335 1,057,366,872
86,542,499 53,894,228
1,042,267,335 1,057,366,872
82,877,295 46,262,888
Sustainability
2015 2014
Reports
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The allocation of collaterals, pledges and mortgages as of December 31,2015 and 2014 as follows: Commitments related with bank loans used by the Company are as follows:
a) Based on the credit agreements made by the Company in 2014, amounting to Euro 80,000,000 with Citibank A.Ş. and
Collaterals, pledges and mortgages given by the Company December 31, 2015 December 31, 2014
Euro 20,000,000 with T.C. Ziraat Bankası A.Ş., Euro 20,000,000 with Akbank TA.Ş in 2013 and based on the credit
agreements made by the Company in 2011, Euro 60,000,000 with Vakıflar Bankası T.A.O., the Company is required
A. Total amount of collaterals/pledges/mortgages given for to ensure that its export proceeds up to an amount equal to Euro 180,000,000 is transacted through the accounts of
1,042,267,335 1,057,366,872 these banks. The Company fulfilled these commitments as of December 31, 2015.
its own legal entity
December 31, 2015 December 31, 2014 Future lease payments under non-cancellable operating lease of the Company is as follows:
Original Original
currency TL currency TL
Sustainability
TL 145,171,087 145,171,087 158,638,831 158,638,831
Euro 11,514,769 36,589,331 7,532,016 21,245,559
USD 46,250 134,477 - -
181,894,895 179,884,390
Tax dispute:
Fiscal Administration, imposed tax amount related to the fuel consumption for export vehicles for the years between 2007
and 2009, amounting to TL 11,982,710 which includes Special Consumption Tax, tax penalty and related interest. As a result
Reports
of consultations with their advisors, the Company filed an appeal lawsuit at the court. The Company won the first lawsuits at
the court filed separately for each year and the appeal processes.The courts are in the process of revision of decision.
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Operational lease commitments December 31, 2015 December 31, 2014 TFRS requires actuarial valuation methods to be developed to estimate the Company’s obligation under defined benefit
plans, accordingly, the following actuarial assumptions were used in the calculation of the total liability:
Within 1 year 6,511,876 4,209,394 December 31, 2015 December 31, 2014
Between 1 year to 5 years 8,272,270 5,756,400
Discount rate (%) 10.4 8.2
14,784,146
Liabilities for employee benefit obligations: Turnover rate to estimate the probability of retirement (%) 3.5 3.2
The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Thus the
December 31, 2015 December 31, 2014
discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. Since the
Company calculates the reserve for employee benefits once a year, the maximum amount of TL 3,828.37 which was effective
Salaries and social charges payable 44,554,668 33,605,366 as of September 1, 2015 (January 1, 2014 - December 31,2014 - TL 3.438,22) has been used in the calculations.
Social security premiums payable 18,487,894 17,867,688 Movements in the provision for employee benefits during the year are as follows:
Withholding income tax payable 23,539,659 18,442,695
Other 1,914,536 1,719,121 2015 2014
Provision for employee benefits 87,579,319 87,700,826 Actuarial (gain) / loss (14,701,204) 2,949,555
106,541,744 102,801,243 The sensitivity analysis of the assumptions which was used for the calculation of provision for employee benefits as of
December 31, 2015 is below:
Provision for employee benefits:
There are no agreements for pension commitments other than the legal requirement as explained below. Turnover rate related to the
Net discount rate
probability of retirement
Under the Turkish Labour Law, the Company is required to pay termination benefits to each employee who has completed %0.5 0.5% %0.5
Sustainability
one year of service and whose employment is terminated without due cause, or who is called up for military service, dies or Sensitivity level 0.5% increase
decrease increase decrease
retires after completing 25 years of service (20 years for women) and achieves the retirement age (58 for women and 60 for
men).
Rate (%) (4.10) (5.10) 95.97 96.97
The amount payable consists of one month’s salary limited to a maximum of TL 3,828.37 for each year of service as of
December 31, 2015 (December 31, 2014 – TL 3,438.22). Change in provision for employee benefits 4,818,867 (4,412,933) 5,216,522 (4,791,254)
The liability is not funded, as there is no funding requirement. The provision has been calculated by estimating the present
value of the future probable obligation of the Company arising from the retirement of the employees.
Reports
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In accordance with Communiqué numbered II-14.1 “Communiqué on the Principles of Financial Reporting In Capital Markets”
December 31, 2015 December 31, 2014
(“the Communiqué”) announced by the Capital Markets Board of Turkey (“CMB”) on June 13, 2013 which is published on
Official Gazette numbered 28676, “Share Capital”, “Restricted Reserves” and “Share Premiums” shall be carried at their
VAT to be deductible (*) 204,667,078 135,919,140 statutory amount. The valuation differences shall be classified as follows:
Prepaid taxes and withholding 5,149,079 7,795,742 - “the difference arising from the “Paid-in Capital” and not been transferred to capital yet, shall be classified under the
Other 21,494,333 16,043,010 “Inflation Adjustment to Share Capital’’,
- the difference due to the inflation adjustment of “Restricted reserves” and “Share premium” and the amount has not
Adjustment to share capital represents the restatement effect of cash and cash equivalent contributions to share.
Sustainability
There are 35,091,000,000 unit of shares (December 31, 2014: 35,091,000,000 unit) with a nominal value of Kr 1 each.
The legal reserves consist of first and second reserves, appropriated in accordance with the Turkish Commercial Code (“TCC”).
The TCC stipulates that the first legal reserve is appropriated out of statutory profits at the rate of 5% per annum, until the total
reserve reaches 20% of the Company’s paid-in capital. The second legal reserve is appropriated at the rate of 10% per annum of
all cash distributions in excess of 5% of the paid-in capital, Under the TCC; the legal reserves can be used only to offset losses,
unless legal reserve does not exceed at the rate of 50% of the paid-in capital.
In accordance with CMB Financial Reporting Standards, the Company classified the above mentioned reserves under “Restricted
reserves”, the amount of restricted reserves is TL 438,410,802 as of December 31, 2015 (December 31, 2014 – TL 472,233,474).
Reports
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FORD OTOSAN 2015 Faaliyet Raporu
In accordance with Communiqué No: II-14,1, “Communiqué on the Principles of Financial Reporting In Capital Markets”, equity Inflation adjustment difference in equity can be utilized in issuing bonus shares and in offsetting accumulated losses; the
schedule at December 31, 2015 and December 31, 2014 are as follows: carrying amount of extraordinary reserves can be utilized in issuing bonus shares, cash dividend distribution and offsetting
accumulated losses.
December 31, 2015 December 31, 2014
Otokar shares which are publicly traded in BIST are valued at their closing price as of December 31, 2015 and December 31,
2014. As of December 31, 2015 fair value change (positive) amounting to TL 407,387 net of deferred tax, (December 31, 2014
Share capital 350,910,000 350,910,000 – TL 4,240,823) is shown in statement of other comprehensive income.
27,920,283
- Inflation adjustment to equity 428,301,244 428,301,244 Actuarial gain / (loss) arising from employee benefits 11,760,963 (2,359,644)
- Extraordinary reserves 1,117,388,159 872,873,599 Accumulated (loss) / gain from cash flow hedge (148,367,972) 96,295,072
Sustainability
December 31, 2014: Historical values Adjusted values Equity inflation adjustment differences
Transit Custom 6,713 129,362 136,075 4,536 109,274 113,810
Transit 30,001 92,997 122,998 21,687 62,189 83,876
Share capital 350,910,000 378,830,283 27,920,283
Transit Courier 34,678 30,131 64,809 20,836 19,229 40,065
Legal reserves 472,233,474 530,986,078 58,752,604
Passenger vehicles 43,713 362 44,075 33,650 301 33,951
Extraordinary reserves 872,873,599 1,242,018,615 369,145,016
Cargo 7,924 747 8,671 6,853 963 7,816
Share premium 8,252 361,733 353,481
New Transit Connect 2,953 12 2,965 356 - 356
Other reserves 5,992,341 6,042,484 50,143 Ranger 1,116 33 1,149 430 - 430
Transit Connect - - - 2,690 - 2,690
1,702,017,666 2,158,239,193 456,221,527
Reports
127,098 253,644 380,742 91,038 191,956 282,994
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FORD OTOSAN 2015 Faaliyet Raporu
18. Revenue and cost of sales (continued) 19. Research and development expenses, marketing and sales expenses, general administrative expenses
(continued)
Summaries of cost of production as of December 31, 2015 and 2014 are as follows:
December 31, 2015 December 31, 2014
December 31, 2015 December 31, 2014
19. Research and development expenses, marketing and sales expenses, general administrative expenses The classification of expenses by nature for the year ended at December 31, 2015 and 2014 is as follows:
December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014
Export expenses (15,766,713) (9,866,000) Depreciation and amortization expenses (393,586,843) (300,595,118)
Dealer and service development expenses (14,747,420) (10,792,174) Other operational expenses (178,218,799) (107,623,291)
Spare parts transportation and packaging expenses (13,901,385) (15,473,003) Change in finished goods inventory 252,363,773 (86,176,027)
Expenses from investing activities (2,586,121) (7,027,419)
Depreciation and amortization expense (Note 10 &11) (2,522,094) (2,240,485)
Other (36,661,202) (21,593,654)
Total expenses (16,555,218,645) (12,044,149,223)
Sustainability
Legal, consulting and auditing expenses (38,357,577) (18,797,330)
Credit finance gains 87,484,628 46,359,110
Grants and donations (17,948,323) (8,548,147)
Depreciation and amortization expense (Note 10 &11) (11,140,842) (9,879,277) Foreign exchange gains related to trade receivables and payables 75,779,288 29,231,288
New project administrative expenses (7,668,926) (18,972,497) License fees income 16,195,376 16,168,862
Duties, taxes and levies (7,590,020) (5,986,079) Price difference and claim recovery 22,076,466 9,126,007
Commission income 5,543,270 4,109,599
Organization expenses (6,917,393) (7,906,409)
Rent income 4,524,018 4,904,368
Travel expenses (6,568,435) (4,676,212)
Adjustments of prior period corporate tax 1,603,217 6,284,532
Repair, maintenance and energy expenses (5,346,017) (4,007,811)
Other 20,483,625 5,954,587
Other (29,861,290) (16,173,664)
Reports
233,689,888 122,138,353
(205,789,951) (155,380,055)
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21. Other operating income/expenses (continued) 24. Tax assets and liabilities (continued)
In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax declarations
December 31, 2015 December 31, 2014
to the Tax Office within the 25th of the fourth month following the close of the financial year.
Other operating expenses and losses: Tax returns are open for five years from the beginning of the year that follows the date of filing during which time the tax
authorities have the right to audit tax returns, and the related accounting records on which they are based, and may issue re-
assessments based on their findings.
Credit finance charge (118,228,066) (75,089,070)
Under the Turkish taxation system, tax losses can be carried forward to offset against future taxable income for up to five
Dividend gains from shares in capital of another corporation subject to resident taxpaying (except dividends from investment
(178,218,799) (107,623,291) funds participation certificates and investment trusts shares) are exempt from corporate.
22. Financial income The Company capitalizes the R&D expenses made within the scope of the Code no 5746 in its legal books. According to the
provisions of the same Code, the Company makes calculation within the framework of the related legislation over the R&D
December 31, 2015 December 31, 2014 expenses incurred, and utilizes R&D deduction exemption at the rate of 100% for the portion of expenses allowed by the
Code.
Foreign exchange gains 422,061,340 373,097,298 As of December 31, 2015 the Company used R&D deduction of TL 388,456,048 (December 31, 2014: TL 101,538,224) in return
Interest income 18,073,562 10,229,855 for the legal tax.
The decree on Government Subsidies for Incentives regulating investment incentives was published in the official gazette and
440,134,902 383,327,153 became effective on 16 July 2009. Within the scope of this decree, the Company acquired a large-scaled investment incentive
certificate subject investment is located in the 1. Region and has a 30% rate of contribution to investment. As of the statement
23. Financial expenses of the financial position date, in the framework of the related investment incentive certificates, an investment expense of
TL 559,294,788 (December 31,2014: TL 559,294,788) was made and subject to document expenditures is completed. The
Foreign exchange losess (547,254,333) (447,406,556) The decree on Government Subsidies for Incentives re-regulating investment incentives was published in the official gazette
and became effective on June 19, 2012. The Company reevaluated its existing investments and within the scope of above
Interest expenses (50,891,179) (51,957,623) mentioned new decree acquired a privileged investment incentive certificate amounting to TL 1,194,397,995 for the investment
Other financial expenses (10,157,434) (31,899,811) of its new generation Transit model and a privileged investment incentive certificate amounting to TL 697,393,702 for the
new model Transit Courier investment in the light commercial vehicle segment. In addition to vehicle investments, in 2013,
the Company acquired a privileged investment incentive certificate amounting to TL 187,378,832 for the production of new
(608,302,946) (531,263,990) 6 and 4 cylinder engines for the produced Ford Cargo and Ford Transit vehicles. In December 2014, the Company received
a privileged investment incentive amounting to TL 331,362,274 and with a 40% rate of contribution to investment for the
24. Tax assets and liabilities expanding investment for the production of Euro 6 emission trucks which will be put into use in the year 2018 in the Eskişehir
Inönü plant. The investments will benefit from the 5. Region contributions according to the new incentive regulation and has
Corporate Tax Law was amended by the Law No, 5520 dated June 13, 2006. Law No, 5520 came into force as of 21 June 2006, a 40% rate of contribution to investment. Since the Privileged Investment Incentive Certificate amounting to TL 1,194,397,995
but many of the provisions came into force effective from January 1, 2006. Accordingly, the corporate tax rate for the fiscal year received for the New Generation Transit expenses exceeds TL 1 billion, the Company can benefit from the additional 10% rate
Sustainability
2015 is 20% (December 31, 2014 - 20%). Corporate tax is payable at a rate of 20% on the total income of the Company after of contribution to investment. As of the date of statement of financial position, the investment expenditures amounting to TL
adjusting for certain disallowable expenses, corporate income tax exemptions (participation exemption, investment incentive, 1,979,492,125 (December 31, 2014: TL 1,720,868,735 TL) was made in the framework of the related new investment incentive
etc) and corporate income tax deductions (like research and development expenditures deduction). No further tax is payable certificates and the Company utilized discounted corporate taxation amounting to TL 29,775,718 (December 31, 2014: TL
unless the profit is distributed. 2,302,054) in the current year and this amount has been deducted from the total deferred tax asset.
Dividends paid to non-resident corporations, which have a place of business in Turkey, or resident corporations are not subject
to withholding tax, otherwise, dividends paid are subject to withholding tax at the rate of 15%, an increase in capital via issuing
bonus shares is not considered as a profit distribution and thus does not incur withholding tax.
Corporations are required to pay advance corporate tax quarterly at the rate of 20% on their corporate income. Advance tax
is payable by the 17th of the second month following each calendar quarter end. Advance tax paid by corporations is credited
Reports
against the annual corporation tax liability. The balance of the advance tax paid may be refunded or used to set off other
liabilities to the government.
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24. Tax assets and liabilities (continued) 24. Tax assets and liabilities (continued)
The Company’s net tax position as of December 31, 2015 and 2014 are as follows: The breakdown of cumulative temporary differences and the resulting deferred tax assets and liabilities as at December
31,2015 and 2014 using the current enacted tax rates is as follows:
December 31, 2015 December 31, 2014
Cumulative temporary differences Deferred tax assets/(liabilities)
December 31, December 31, December 31, December 31,
Current year corporate tax expense 8,960,182 708,815
2015 2014 2015 2014
Prepaid tax and withholding (8,960,182) (708,815)
Income before tax: 865,828,239 390,412,250 Deferred tax movements are as follows:
Effective tax rate 20% 20%
Charged to statement Charged to
Current year tax expense (173,165,648) (78,082,450)
of profit or loss as comprehensive
R&D deduction 77,691,210 20,307,645 January 1, 2015 December 31, 2015
income/ income statement as
Investment incentive exemption 84,280,233 261,954,296 (expense) income/(expense)
Sustainability
The Company calculates deferred tax assets and liabilities from the temporary differences identified during the evaluation
of the differences between the statement of financial position prepared under TFRS and financial statements prepared for
tax purposes. Deferred tax assets:
Reports
Deferred tax asset, net 483,516,419 22,197,791 (3,181,280) 502,532,930
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Related party can be defined according to whether one of the companies has control over the others or has significant effect
on its financial and administrative decisions. The Company, is controlled by Koç Holding A.Ş. and Ford Motor Company. In the
Sustainability
financial statements, shareholder companies, shareholders and financial fixed assets and other group companies’ assets are
shown as related parties.
The related party balances at December 31, 2015 and December 31,2014 and the transactions with related parties during the
year are as follows:
Reports
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FORD OTOSAN 2015 Faaliyet Raporu
26. Transactions and balances with related parties (continued) 26. Transactions and balances with related parties (continued)
i) Trade payables to related parties: December 31, 2015 December 31, 2014
December 31, 2015 December 31, 2014 Ford Motor Company and its subsidiaries (*) 10,565,585,058 7,522,035,457
Otokoç Otomotiv Ticaret ve Sanayi A.Ş.(**) 1,951,634,537 1,296,436,288
Due to shareholders: Other 29,281,454 28,396,334
Due to group companies (*): (*) The Company, exports vehicle, spare parts and engineering service to Ford Motor Company.
(**) The Company has a vehicle and spare parts trade in accordance with domestic dealer agreement with Otokoç Otomotiv Ticaret ve Sanayi A.Ş.
Zer Merkezi Hizmetler ve Ticaret A.Ş. 28,142,499 35,718,844 d) Material, service and fixed asset purchases from related parties:
Ram Dış Ticaret A.Ş. 25,937,221 27,844,300
Otokoç Otomotiv Ticaret ve Sanayi A.Ş. 13,648,434 2,368,753 January 1 – December 31, 2015
Fixed
Koç Sistem Bilgi ve İletişim Hizmetleri A.Ş. 4,364,843 2,517,307 Material Service Total
Assets
Opet Fuchs Madeni Yağ Sanayi ve Ticaret A.Ş. 2,657,774 1,650,963
Setur Servis Turistik A.Ş. 5,550,939 4,523,762 Domestic purchases:
Koçtaş Yapı Marketleri Sanayi ve Ticaret A.Ş. 2,750,112 1,772,226 Zer Merkezi Hizmetler ve Ticaret A.Ş. 12,831,463 199,736,164 100,272 212,667,899
Ram Sigorta Aracılık Hizmetleri A.Ş. 306,518 334,758 Setur Servis Turistik A.Ş. - 19,648,903 - 19,648,903
Other 2,064,003 8,166,933 Koç Sistem Bilgi ve İletişim Hizmetleri A.Ş. - 5,066,404 14,408,975 19,475,379
Koç Holding A.Ş.(**) - 17,486,707 - 17,486,707
AKPA Dayanıklı Tüketim LPG ve Akaryakıt Ürünleri Pazarlama A.Ş. 17,123,061 - - 17,123,061
86,539,167 85,866,373
Otokoç Otomotiv Ticaret ve Sanayi A.Ş. - 13,341,066 2,506,759 15,847,825
Ark İnşaat Sanayi ve Ticaret A.Ş. - - 12,255,383 12,255,383
Less: Unearned credit finance expense (566,455) (513,147) Koçtaş Yapı Marketleri Sanayi ve Ticaret A.Ş. 9,295,573 - 53,185 9,348,758
Ram Sigorta Aracılık Hizmetleri A.Ş.(*) - 9,034,266 - 9,034,266
580,710,088 471,203,693 Opet Fuchs Madeni Yağ Sanayi ve Ticaret A.Ş. 6,881,706 - - 6,881,706
Opet Petrolcülük A.Ş. 5,396,790 - - 5,396,790
(*) The Company’s shareholders’ subsidiaries, business associates and affiliates Tanı Pazarlama İlet.Hiz.A.Ş. - 2,154,265 - 2,154,265
Sustainability
Other 1,002,150 4,413,805 - 5,415,955
ii) Other payables to related parties
195,739,869 270,881,580 29,324,574 495,946,023
December 31, 2015 December 31, 2014
Less: Financial expense from credit purchases (5,170,344) - - (5,170,344)
Koç Tüketici Finansmanı A.Ş. 9,088,850 5,708,354
Koç Holding A.Ş. 8,374,053 3,136,045 190,569,525 270,881,580 29,324,574 490,775,679
Yapı ve Kredi Bankası A.Ş. 2,450,054 1,815,783 (*) Contains paid and accrued premium amounts for the interim periods ended December 31, 2015 and 2014 within the context of insurance policies signed
with insurance Companies through the agency of Ram Sigorta Aracılık Hizmetleri A.Ş.
Reports
(**) It includes remuneration of expenses, occurred related to companies provided services in care of Koç Holding A.Ş. including personnel and key
management expenses in acknowledgement of services such as finance, law, tax and key management given to companies in the company structure of
19,912,957 10,660,182 our main partner Koç Holding A.Ş, which are billed to our Company as a result of its distribution in the framework of “11-Intra-group Services” of General
Communique numbered 1 on Distribution of Hidden Income through Transfer Pricing.
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FORD OTOSAN 2015 Faaliyet Raporu
26. Transactions and balances with related parties (continued) 26. Transactions and balances with related parties (continued)
f) License fees received from Jiangling Motors Corporation, a subsidiary of Ford Motor Company, included in other
January 1 – December 31, 2014
income:
Material Service Fixed assets Total
December 31, 2015 December 31, 2014
Domestic purchases:
16,195,376 16,168,862
Less: Financial expense from credit purchases (2,353,692) - - (2,353,692) Loans obtained from related banks December 31, 2015 December 31, 2014
Sustainability
Yapı ve Kredi Bankası A.Ş. 2,449,854 2,319,890
Reports
93,016,354 58,091,796
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26. Transactions and balances with related parties (continued) 27. Financial instruments and financial risk management
Commissions paid to Koç Tüketici Finansmanı A.Ş. and Yapı ve Kredi Bankası A.Ş. are credit commissions related to sales to The table below summarizes the Company’s exposure to foreign currency exchange rate risk at December 31, 2015 and 2014.
last customers by dealers and are recorded as sales discounts in statement of profit or loss. The carrying amount of the Company’s foreign currency denominated assets and liabilities, categorized by currency have
been presented below:
j) Interest income:
December 31, 2015
December 31, 2015 December 31, 2014
TL
l) Compensation of key management personnel: 4. Current assets (1 + 2 + 3) 1,499,752,754 30,585,637 443,749,334 177,662
5. Monetary financial assets - - - -
The Company defines its key management personnel as board of directors’ members, general managers, assistant general
6. Non-current assets (5) - - - -
managers and directors reporting directly to the general manager (Note 2).
7. Total assets (4+6) 1,499,752,754 30,585,637 443,749,334 177,662
Compensation of key management personnel includes salaries, premiums, Social Security Institution employer’s contribution, 8. Trade payables 643,244,457 19,645,101 183,652,520 592,953
employer’s contribution of unemployment insurance and the attendance fees.
9. Financial liabilities (*) 1,259,731,319 - 396,441,125 -
The total amount of compensation given to key management personnel of the Company as of December 31, 2015 was TL 10. Other monetary liabilities 54,924,629 272,973 17,020,104 11,127
38,807,706 (December 31, 2014: TL 20,849,674). TL 15,109,538 part of this amount is related to payments made to key
11. Short term liabilities (8 + 9 + 10) 1,957,900,405 19,918,074 597,113,749 604,080
management personnel leaving their jobs because of retirement at the end of the year and the remaining parts consists of
(*) The Company’s net foreign exchange position is mainly due to long term Euro denominated loans obtained to fund its investments. The Company is hedged
for the foreign currency exhange risk of a portion of those Euro denominated loans amounting to TL 1,799,243,241 by export agreements signed with Ford
Motor Company. (December 31, 2014 TL 1,665,624,667).
Sustainability
Reports
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FORD OTOSAN 2015 Faaliyet Raporu
27. Financial instruments and financial risk management (continued) 27. Financial instruments and financial risk management (continued)
Foreign exchange risk
December 31, 2014
The Company is exposed to foreign exchange risk primarily against to Euro and partly against to USD. The foreign exchange
TL risk of the Company arises from long-term Euro investment loans.
14. Total liabilities (11 + 13) 2,696,437,719 26,176,418 933,124,970 1,021,000 Other foreign currency denominated- hedged amount - -
Sustainability
Change in Euro against TL
Reports
Other foreign currency denominated net -gain/(loss) (205,684) 205,684
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FORD OTOSAN 2015 Faaliyet Raporu
27. Financial instruments and financial risk management (continued) 27. Financial instruments and financial risk management (continued)
The comparative amounts for total export and import amounts for the year ended December 31, 2015 and 2014 are as follows: Liquidity risk
The table below shows the liquidity risk arising from financial liabilities of the Company:
December 31, 2015 December 31, 2014
Total
Up to 3 Between Between Longer than
Total export amount 10,723,040,628 7,687,446,929 December 31, 2015 Book value contractual
months 3-12 months 1-5 years 5 years
cash outflow
Total import amount 7,604,322,626 5,817,722,210
Interest rate risk Financial liabilities 2,560,765,946 2,647,594,767 268,800,935 999,393,360 1,324,541,145 54,859,327
If the interest rates of floating interest-bearing Euro denominated borrowings were 100 basis points higher/lower with all
other variables held constant, profit before tax for the year would have been lower/higher by TL 3,106,241 at December 31,
2015 (December 31, 2014 – TL 2,035,480) due to higher/lower interest expense.
Sustainability
Reports
172 173
FORD OTOSAN 2015 Faaliyet Raporu
27. Financial instruments and financial risk management (continued) 27. Financial instruments and financial risk management (continued)
Non-derivative financial Level 1: Market price valuation techniques for the determined financial instruments traded in markets (unadjusted)
instruments
Level 2: Other valuation techniques that includes direct or indirect observable inputs
As of December 31, 2015 and 2014, the Company’s hierarchy table for its assets and liabilities recorded at fair value are as
Trade payables follows:
- Related party 471,203,693 471,716,840 471,716,840 - - -
December 31, 2015
- Other 1,325,187,809 1,332,727,390 1,332,727,390 - - - Level1 (*) Level 2 (**) Level 3
Assets at fair value
Other liabilities
Financial asset available-for-sale -Otokar 12,625,805 - -
- Related party 10,660,182 10,660,182 10,660,182 - - -
- Other 39,685,718 39,685,718 39,685,718 - - - Total assets 12,625,805 - -
Total Liabilities - - -
Derivative financial
Sustainability
Total Liabilities - 344,734 -
(*) Fair value is calculated at market prices per the Stock Exchange market at the reporting date,
(**) Fair value is calculated from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i,e, as
prices) or indirectly (i,e, derived from prices).
Reports
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FORD OTOSAN 2015 Faaliyet Raporu
December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014
In 2014, The Company has obtained a long term loan in foreign currency with a floating rate from the international market and
Long term deferred revenue 6,983,689 -
entered into a long-term swap transaction to fix the interest rate and hedge against interest rate risk. As of December 31, 2015
, there is no long term loan in foreign currency with a floating rate from the international market.
6,983,689 -
There is an effective foreign currency cash flow hedge relationship between foreign currency long term financial borrowings
related with investment expenditures (non derivative hedging instrument) and highly probable forecast transaction export 31. Other long term liabilities
sales receivables (hedged item). In the frame of the manufacturing agreement signed with Ford Motor Company, the
Company will associate a portion of estimated export revenue from April 1, 2013 to December 2021 with long term financial
borrowings. December 31, 2015 December 31, 2014
December 31, 2015 December 31, 2014 Other long term liabilities (*) 47,328,044 -
Income from investing activities: Additionally, the Company reevaluated its existing investments within the scope of the decree on Government Subsidies
for Incentives re-regulating investment incentives, which was published in the official gazette in 2013 and became effective
Dividend income 468,664 585,830
on 19 June 2012, and in order to benefit from privileged investment incentive regarding new decree, acquired a privileged
Gain on sales of property, plant and equipment - 3,673,630 investment incentive certificate amounting to TL 1,194,397,995 for the investment of its new generation Transit model and a
Sustainability
privileged investment incentive certificate amounting to TL 697,393,702 for the new model Transit Courier investment in the
light commercial vehicle segment. In addition to vehicle investments, in 2013, the Company acquired a privileged investment
468,664 4,259,460 incentive certificate amounting to TL 187,378,832 for the production of new 6 and 4 cylinder engines for the produced Ford
Cargo and Ford Transit vehicles. Subject investment incentives has a 40% rate of contribution to investment. Since the
December 31, 2015 December 31, 2014 Privileged Investment Incentive Certificate amounting to TL 1,194,397,995 received for the New Generation Transit expenses
exceeds TL 1 billion, the Company can benefit from the additional 10% rate of contribution to investment.
Reports
(2,586,121) (7,027,419)
176 177
FORD OTOSAN
Centers
Kocaeli Plants İnönü Plant
Denizevler Mah. Ali Uçar Cad. No:53 Bozüyük - Kütahya Yolu Üzeri 8. km
Gölcük / Kocaeli 26670 İnönü / Eskişehir
Tel: +90 262 315 50 00 Tel: +90 222 213 20 00
Website
www.fordotosan.com.tr
Legal Disclaimer:
This Annual Report (“Report”), including the Board of Directors’ Report about the operations and financials of 2015, Auditors’ Report, Financial Statements
and the Independent Audit Report, was prepared in compliance with the legal regulations in force, to be presented to the Ordinary General Assembly of Ford
Otosan A.Ş. (Company) to take place on the 29th of March 2015 Tuesday at 15:00 in Divan Hotel Istanbul, Elmadağ at the address Asker Ocağı Caddesi No. 1,
34367 Şişli, Istanbul. The Report was written only to inform the shareholders, and does not serve the purpose to lay the ground for any investment decision. The
opinions stated in the Report regarding the future and projections reflect the Company Management’s view on the future situation; their materialization may differ
depending on the variables and assumptions that yield the projections. Accordingly, the Company or Members of the Board of Directors, advisors or employees
cannot be held liable for any information or communication conveyed as part of this Report or for any direct or indirect loss and damages that may be incurred on
any individual because of information based on/omitted from the content of this report. It is believed that all information in the Report was accurate at the time of
preparation. The Company rejects any responsibility for errors that may occur during writing or printing.
178