2015 2015
ANNUAL FAALİYET REPORT RAPORU
RAY SİGORTA A.Ş. ANNUAL REPORT THE PERIOD OF 1 JANUARY 2015 – 31 DECEMBER 2015
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2015
FAALİYET RAPORU
A. GENERAL INFORMATION • Ray Sigorta Corporate Profile • Our Vision, Mission and Values • Ray Sigorta From Past to Today • Statement of Liability • Audit Firm’s Opinion • Board Chairman’s Message • General Manager’s Message • Shareholding Structure and Capital Increase • Summary Financial Information • Important Changes in Laws in 2015 • About Vienna Insurance Group • Human Resources Practices
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B. MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES • Board of Directors • Management Board and Top Management • Independent Audit • Internal Audit • Organization Chart • Board of Directors’ Report • Related Parties Report • Financial Rights and Other Benefits Provided to Management Body • 2014 Annual Ordinary Meeting of General Assembly of Shareholders • Changes in Articles of Association During 2015
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C. ACTIVITIES OF DEPARTMENTS DURING THE YEAR • Non-Motor Technical Results • Motor Technical Results • Results of Technical Transactions • Activities of Sales Department • Campaigns and Projects of Marketing Department • Non-Motar and Motor Claims/Recourse Department Activities • Projects of Information Technologies Department • Social Responsibility Projects
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D. AGENDA OF 2015 ANNUAL ORDINARY MEETING OF GENERAL ASSEMBLY OF SHAREHOLDERS
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E. PROFIT DISTRIBUTION POLICY
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F. ACTIVITIES OF RISK MANAGEMENT, INTERNAL CONTROL, INTERNAL AUDIT AND COMPLIANCE WITH LAW DEPARTMENTS • Risk Management and Internal Control Systems • Risk Management and Internal Control Activities • Information on Types of Risks and Risk Management Policies Applied • Internal Audit • Compliance With Laws on Prevention of Laundering of Crime Revenues and of Financing of Terrorism
TEYİLAAF UROPAR
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{index}
Behind the scenes there is the cooperation of people trusting each other.
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G. CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT 57 H. FINANCIAL STATEMENTS • Summary of Audit Report • Balance Sheets • Income Statements • Cash Flow Statements • Statement of Changes in Shareholders’ Equity • Exhibit 1 – Profit Distribution Statements • Explanatory Footnotes of Financial Statements
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excitement behind the scene
Motor Claims; Erdem YOSUNTAŞ Collection; Ayser ORHAN
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{general information}
2015
FAALİYET RAPORU
corporate profile Having left behind a past of 57 years in insurance sector, Ray Sigorta, through a premium production of 444.639.200.-TL in 2015, has ranked the 17th with a market share of 1,63% among non-life insurance companies. As of the end of 2015, Ray Sigorta is carrying out its activities with 246 employees in 8 Regional Directorates, 1 Regional Representative Office and 1 Call Center.
Behind the scenes there is a success story of 57 years.
In 2015, Ray Sigorta has offered its services through 1.254 agencies, 64 ABank branches, 68 Fibabank branches,57 Burgan Bank branches, 68 Brokers and 5 leasing companies. With 785 contracted automobile service stations, 776 glass service stations and 2.964 contracted healthcare establishments , Ray Sigorta has successfully maintained its value creating company vision in its industry. Determining all of its corporate strategies knowing that development is dependent upon being customeroriented, Ray Sigorta will continue to apply its efficiency and customer-oriented strategies and its activities aimed at further enhancing its brand awareness and customer satisfaction level with a view to further elevating its successes also in 2016.
General Information About Ray Sigorta: Trade Name : Ray Sigorta Anonim Sirketi Trade Registration Number : 297257 / Istanbul Mersis Number : 3984 - 5318 - 6248 - 4904 (Central Registration System) Electronic Mail Address :
[email protected] Web Site : www.raysigorta.com.tr Registered Electronic Mail Address (KEP) :
[email protected] Head Office / Principal Office Address : Cumhuriyet Mahallesi Haydar Aliyev Cad. No: 28 Sariyer / Istanbul Contact : Ray Sigorta A.S. Head Office Cumhuriyet Mahallesi Haydar Aliyev Caddesi No: 28 34457 Sariyer / Istanbul Telephone : 0212 363 25 00 or 444 4 729 Facsimile : 0212 299 48 49
Thanks to its 246 staff members, 1254 agents serving almost at all regions of Turkey, as well as its bank and broker channels, Ray Sigorta is a large family which achieves powerful and flourishing business together.
Motor Underwriting; Murat KARADAĞ
Regional Directorates/Branches: İstanbul Anatolian Side Regional Directorate Sahrayıcedit Mah. Halk Sokak No: 33 Golden Plaza İş Merkezi F Blok Kat: 1 Kozyatağı 34734 Kadıköy / İstanbul Telephone : 0216 411 16 06 Facsimile : 0216 411 16 19 Istanbul European Side Regional Directorate İstanbul Dünya Ticaret Merkezi B-1 Blok Kat: 9 No: 319 - 320 Yeşilköy / İstanbul Telephone : 0212 465 40 45 Facsimile : 0212 465 04 75 Ankara Regional Directorate Farabi Sokak No: 40 / A 06690 Kavaklıdere / Ankara Telephone : 0312 428 50 00 Facsimile : 0312 428 50 49 Central Anatolia Regional Directorate Farabi Sokak No: 40 / A 06690 Kavaklıdere / Ankara Telephone : 0312 428 50 00 Facsimile : 0312 428 50 49 Aegean (Izmir) Regional Directorate Halit Ziya Bulvarı No: 72 Taner İşhanı A Blok Kat: 2 35210 İzmir Telephone : 0232 483 72 46 Facsimile : 0232 489 86 05 Marmara (Bursa) Regional Directorate Lefkoşe Cad. A Blok Kat: 3 No: 34 - 36 Nilüfer / Bursa Telephone : 0224 211 28 27 Facsimile : 0224 211 28 37 Southeastern Anatolia (Adana) Regional Directorate Çınarlı Mah. Atatürk Cad. No: 15 İdeal Plaza Kat: 7 01120 Seyhan / Adana Telephone : 0322 457 06 83 Facsimile : 0322 454 77 61 Mediterranean (Antalya) Regional Directorate Konyaaltı Cad. Antmarin İş Merkezi No: 24 Kat: 6 07050 Konyaaltı / Antalya Telephone : 0242 247 20 25 Facsimile : 0242 247 39 59 TRNC (TURKISH REPUBLIC OF NORTHERN CYPRUS) Branch Bedrettin Demirel Cad. Arabacıoğlu - 7 Apt. No: 123 / 7 Lefkoşa / KKTC Telephone : 0392 227 03 80 - 81 - 82 Facsimile : 0392 227 03 83 (*) The Turkish Republic of Northern Cyprus branch office has been closed upon acceptance by the governmental authorities of the Turkish Republic of Northern Cyprus of our demand for its transfer to and acquisition by Dağlı Sigorta Ltd. Şti., operating at the same address, together with all of its rights, interests, debts, receivables and portfolio.
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{general information} Ray Sigorta from past to today:
our vision, mission and values: our vision; To be a value creating company leading and directing the insurance business.
our mission; To continuously develop its know-how, product infrastructure, reliable service approach, strong technology and human resources with an innovative and path-breaking perspective in insurance industry, and to be the company chosen and preferred by its customers, business partners, stakeholders and employees with the values created by it. Our agents and brokers are the most valuable business partners of our company and will surely receive from us the best service in insurance industry.
our values; We: Are a family; Are honest; Show respect to ethical values; Are fair; Are transparent and participative; Are strong all together; Are creative and productive; and Esteem the human very highly.
• Is founded as an initiative of national transportation companies (Turkish Airlines, Maritime Lines, State Railways, PTT) in 1958. • Is privatized by Doğan Holding in 1992. • Became a listed company in Istanbul Stock Exchange in 1997. • In 2007, 74.26% of its capital is acquired by TBIH Financial Services Group, an affiliate of VIG. • In 2008, Ray Sigorta added Vienna Insurance Group to its logo. • In 2009, 84.26% of its capital shares were owned by VIG, 10% by Doğan Group, and 5.74% by more than 4,000 investors. • In 2011, 81.59% of its capital shares were owned by TBIH Services Group N.V., 12.67% by Vienna Insurance Group (VIG), and 5.7% as free float. • In 2015, total premium production of Ray Sigorta: 444.639.200.-TL • In 2015, market share of Ray Sigorta among non-life insurance companies: 1,67% • In 2015, Ray Sigorta is ranked the 17th among non-life insurance companies.
THE TOTAL PREMIUM GENERATION OF RAY SIGORTA IN 2015: 444.639.200.-TL
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STATEMENT OF RESPONSIBILITY PURSUANT TO FINANCIAL REPORTING FOR THE PERIOD OF 01.01.2015 - 31.12.2015.
INDEPENDENT AUDITOR’S OPINION ON COMPLIANCE OF THE ANNUAL REPORT TO BE PRESENTED TO THE SHAREHOLDERS’ GENERAL ASSEMBLY To Ray Sigorta Anonim Şirketi General Assembly,
RESOLUTION OF THE BOARD OF DIRECTORS REGARDING APPROVAL OF FINANCIAL STATEMENTS AND ANNUAL REPORTS; DATE OF THE RESOLUTION : 25.02.2016 MEETING NUMBER : 1496 RESOLUTION NUMBER : 6156 ve 6157 We declare that we are responsible for the disclosed of, the Balance Sheets, Statement of Income, Statement of Cash Flows, Statement of Changes in Shareholders’ Equity and Annual Report of Ray Sigorta A.Ş. for the period 01.01.2015 – 31.12.2015 together with the prepared notes, which have been prepared and audited by Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. in accordance with the Capital Markets Board’s Communiqué Series II No: 14-1, the Financial Reporting Standards published by Public Oversight Accounting and the insurance legislation, a) have been examined by us; b) the financial statements and the annual report of the board of directors do not contain any misrepresentation on material issues or any material deficiency as of the date on which such representation is made, which might cause the report to be misleading, to the best of our knowledge with respect to our duties and responsibilities in our Company; c) the financial statements, drawn up in accordance with such Communique, reflect the truth with respect to the assets and liabilities of the enterprise as well as its financial standing and profits and losses, honestly and that the annual report of the board of directors truthfully reflects the course of progress and performance of the business of the enterprise as well as the financial standing of the enterprise, including significant risks and ambiguities encountered by the enterprise, to the best of our knowledge with respect to our duties and responsibilities in our Company; We hereby submit the foregoing for your kind information, and represent our responsibility for such statements. Best Regards
Report on the Audit of Board of Directors’ Annual Report Based on Standards on Auditing which is a Component of The Turkish Auditing Standards Published by The Public Oversight Accounting and Auditing Standards Authority (“POA”) We have audited the accompanying annual report of Ray Sigorta Anonim Şirketi (the “Company”), for the year ended 31 December 2015. Board of Directors’ Responsibility for the Annual Report Pursuant to the article 514 of the Turkish Commercial Code numbered 6102 (“TCC”) and Communiqué on Individual Retirement Saving and Investment System” (“Communiqué”) issued on 7 August 2007 dated and 26606 numbered, management is responsible for the preparation of the annual report fairly and consistent with the financial statements and for such internal control as management determines is necessary to enable the preparation of such annual report. Auditor’s Responsibility Our responsibility is to express an opinion on the Company’s annual report based on our audit in accordance with article 397 of the TCC and Communiqué whether the financial information included in the accompanying annual report is consistent with the audited financial statements expressed in the auditor’s report of the Company dated 25 February 2016 and provides fair presentation. Our audit has been conducted in accordance with the Standards on Auditing which is a component of the Turkish Auditing Standards (“TAS”) published by the POA and the insurance legislation. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial information included in the annual report is consistent with the financial statements and provide fair presentation. An audit also includes performing audit procedures in order to obtain audit evidence about the historical financial information. The procedures selected depend on the auditor’s judgment. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial information included in the annual report is consistent, in all material respects, with the audited financial statements and provides a fair presentation.
RAY SIGORTA A.S. HEAD OFFICE İsmail Hakkı ERGENER
Stefan WALDNER
Koray ERDOĞAN
Derya ÖZTÜRK
Chairmn of the Audit Committee
Member of the Audit Committee
Member of the Board and General Manager
Member of the ManagementBoard, CFO
Report on Other Regulatory Requirements In accordance with the third clause of the article 402 of TCC, no material issue has come to our attention that shall be reported about the Company’s ability to continue as a going concern in accordance with TAS 570 “Going Concern”.
Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. A member of KPMG
Alper Güvenç, SMMM Responsible Partner, Lead Auditor Istanbul, February 25 2016
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Martin Simhandl Chairman of the Board
Dear Ladies and Gentlemen, The history of success of Ray Sigorta impressively continued also in 2015. This was due to the doubledigit growth rate recorded in non-life insurance branches in the Turkish market. Included among the important reasons thereof is the increase of household expenditures by around 3%. As the Government is expected to aim to further increase the buying power of households, the analysts forecast and expect an additional rise of around 4% in household consumptions in 2016. Let’s briefly mention about the positive results witnessed in the Turkish insurance market: According to the figures of the Insurance Association of Turkey, total premiums have exceeded 30 billion TL. Compared to 2014, this means a rise of 19.4%. Most important factor underlying this growth is the non-life insurance branches, where total premiums exceed 27 billion TL, which in turn means a nominal growth of 20.1%. Premiums collected by Ray Sigorta were around 445 million TL. This amounts refers to a pleasing increase of 17%. Also in this year, Ray Sigorta has put its signature under success-promising innovations. In the Claims Department, a new team is created with a view to cutting the costs and finalizing the bodily injury files more quickly. Various different modifications are started to be effected in connection therewith. In addition, a comprehensive personal accident insurance named “FerdiRay”, and a “Second Chance” insurance developed for cars reused after repair of damages have also been introduced to market. Thanks to dedicated efforts of its directors, managers and employees, Ray Sigorta has closed one more year with success. Ray Sigorta team has had right and accurate intuitions and insights both for needs of its customers and for the current market conditions. Beside such pleasing developments, negative events have also occurred in 2015. In motor third party liability insurance branches, the insurance industry has incurred a considerable amount of loss. This has also had its reflections
on technical results of Ray Sigorta. However, our Company maintained its high profitability in nonlife insurance branches. We have to continue our strategy in non-life insurance branches. Acting for and on behalf of Vienna Insurance Group management, and as and in the capacity of Chairman of Board of Directors of Ray Sigorta, I wish to sincerely thank all our employees. Our success is dependent upon great efforts shown by our employees for our customers with a great energy every day. Finally, I owe a debt of gratitude to all our customers and successful agencies for their trust in our Company. With my best regards,
mentally retarded children, and to development of their role in social life. To this project of us initiated departing from the problem of inequality of children with disabilities in training and social life, my valuable colleagues who are sensitive towards problems of our country and assume responsibility in a self-sacrificing manner for resolution of these problems have given support from the heart.
Koray Erdoğan General Manager and Member of the Board
Dear Stakeholders, We have left behind a tough year both for our domestic economy and the insurance sector. In such a tough and challenging year, the insurance sector has once more caught a real growth rate of more than 10% with a nominal growth of 20.6 percent and with a premium production of TL 27,264,328,716. Average premium increases in traffic insurance have been an important determinant in this growth rate. In traffic insurance branch, the industry has grown by approximately 35% in 2015, which growth rate has enabled the industry to once more catch the real growth. We, as Ray Sigorta, have also caught a growth rate close to that of the industry in this tough year. Our Company has reached a premium production of TL 444,639,200.with a growth rate of 17 percent in 2015. In terms of technical profitability, 2015 has been one of the most troublesome years of insurance sector. Particularly, the loss in traffic insurance branch has distorted technical results of the whole sector, leading to substantial losses. The loss in the said branch has also substantially affected our Company, just like the whole insurance sector, and has led to distortion in our technical results. However, just like 2014, also in 2015, our Company has managed to protect and maintain its high technical profitability in non-motor insurance branches. 2015 has further been a year of expansion in our product range. FerdiRay, our Personal Accident insurance products with a strengthened Assistance structure, and our 2nd Chance comprehensive automobile insurance providing an insurance cover to scrapped cars which are properly repaired constitute two good examples of our expanded product range. Also in the coming years, our Company will pioneer the insurance industry with its new products and innovative approaches. Just like the past years, also in 2015, Ray Sigorta has stood beside its agencies and has grown together with its agencies. As a requirement of our motto of being an insurance company offering its services all over Turkey, as of the year-end, we have become an insurance company serving with 1,254 agencies in 80 provinces of our country. Also in 2016, we, as Ray Sigorta, will continue to stand beside and even closer to our agencies, and will keep our trend of growing in profitable branches in line with our win – win slogan. In 2015, with its social responsibility activities, Ray Sigorta has been one of the pioneers of insurance sector, and has achieved to create an agenda thereon in the industry. Our Company has continued to play an active role in progress and growth of our community as a part of its public and social responsibilities, and with its “I’m Volunteer and Right Beside You” social responsibility project, has contributed to training of
We, as Ray Sigorta, are conscious of our public responsibilities, together with all our employees, and just like yesterday, we are continuing today and will continue in the future to produce solutions all together for our social problems with our common mind and joint efforts. Crowned with VIG Günter Geyer Award, our Social Responsibility Projects will continue with new initiatives giving more and more contributions to social life also in 2016. In 2015, with a view to strengthening the brand awareness and corporate image of our Company, being one of the most deep-rooted corporations of our country, we have given weight to our marketing and communication efforts. With our advertisement campaign based on “Don’t heave a sigh, come to Ray” theme produced with contributions of Ray Sigorta personnel, we have reached both our policyholders and our target masses, thereby making contributions to brand awareness and corporate image of our Company. In our marketing communication efforts, we have further focused on our social media activities as one of the most important communication channels of our day. Every day, we have given our messages to more than 2 million social media followers through our Facebook / Twitter / Linkedn and Instagram pages. Also in 2016, through our effective, strong and needs-based communication campaigns and projects, we shall continue to strengthen our corporate image and to add an added value to our brand. Our Valuable Stakeholders, 2015 has also been a year of transformation for Ray Sigorta. This transformation will continue also in 2016 which will be a year of shaping of the future of Ray Sigorta. Through this transformation, our Company will definitely catch a growth rate, market share and sustainable profitability befitting to its deep-rooted history. Also in 2016, we are going to work with might and main in order to make our Company more profitable and more successful than even. We are going to give weight to technical profitability and operational change, and take necessary steps in order to reinforce our technological infrastructure, distribution channels and human resources. To achieve our objectives is not easy, and will not be easy in the future either. Real success is “to do the tough thing”. I know very well that we have the power to do this. If and when we close our ranks for an objective all together, we shall absolutely and definitely catch the much desired success. I would like to express my gratitude towards all our employees, and all our business partners and stakeholders representing our Company all over our country, for their remarkable efforts in 2015.
Respectfully yours,
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SHAREHOLDING STRUCTURE
(THOUSAND TL)
As of 31.12.2015, shareholding structure of Ray Sigorta A.Ş. is as follows: Shareholders TBIH Financial Services Group N.V. (*) Vienna Insurance Group – (Wiener Staedtische Versicherung AG) LVP Holding GmbH (*) Other (Publicly-Traded) (**) TOTAL
Number of 13.304.862.688 2.066.352.811 114.573.400 821.196.701
Percentage of %81.59 %12.67 %0.70 %5.04
Amount of (TL) 133.048.626.88 20.663.528.11 1.145.734.00 8.211.967.01 163.069.856.00
FIRE TCIP MARINE CASUALTY ENGINEERING AGRICULTURE HEALTH TOTAL
(*) TBIH Financial Services Group NV and LVP Holding GmbH are affiliates of Vienna Insurance Group AG. Total share of VIG Group in the Company is 94.96%. (**) All of the publicly-traded shares are listed and traded in Borsa İstanbul A.Ş. (Istanbul Stock Exchange).
Our Company is within the Registered Capital System pursuant to and under the capital markets laws and regulations. For the years 2014 - 2018, we have taken permission from the Capital Markets Board for a Registered Capital Ceiling of TL 200,000,000.
As of 31 December 2015, there are no privileges granted to share certificates representing our capital. Neither the president and members of the Board of Directors, nor general manager and his assistants hold and own shares in the capital of our Company.
Capital Increase: During 2015, the paid-in capital of our Company has not changed. Our Company has made its recent capital increase in 2011. At that time, our capital has been increased from TL 137,069,856 to TL 163,069,856 by an addition of TL 26,000,000 paid fully in cash.
SUMMARIZED FINANCIAL INFORMATION 2015 450.401.905 163.069.856 94.014.445 444.639.200 177.707.158 -150.425.082 1.282.718 -52.977.958 -1.986.948 14.147.549 -12.252.563 -14.813.838
SUMMARIZED FINANCIAL INDICATORS Total Assets Paid-In Capital Shareholders’ Equity Premiums Written Premiums Earned - Net Claims Incurred - Net Other Technical Income / Expenses - Net Operating Expenses Changes in Other Technical Reserves Investment Income Transferred to Technical Division Balance of Technical Division Net Profit/Loss
(THOUSAND TL) FIRE TCIP MARINE CASUALTY ENGINEERING AGRICULTURE HEALTH TOTAL
CLAIMS INCURRED (NET) 2015 10.924 0 -472 133.242 5.800 0 931 150.425
2014 5.508 0 2.260 97.850 6.607 0 823 113.048
PREMIUMS EARNED (NET) 2015 14.879 0 6.459 142.926 10.700 0 2.743 177.707
2014 11.728 0 6.293 142.766 8.678 0 1.874 171.340
2014 401.476.110 163.069.856 109.646.602 380.025.291 171.339.627 -113.047.821 -11.670.129 -50.052.986 -1.063.998 12.762.126 8.266.819 2.376.736
(THOUSAND TL) FIRE TCIP MARINE CASUALTY ENGINEERING AGRICULTURE HEALTH TOTAL
(THOUSAND TL) FIRE TCIP MARINE CASUALTY ENGINEERING AGRICULTURE HEALTH TOTAL
BALANCE OF TECHNICAL DIVISION 2014 2015 1.631 -1.238 -479 -465 4.421 7.319 -518 -27.818 3.066 8.773 -298 60 443 1.117 8.267 -12.253 PREMIUMS WRITTEN 2015 92.297 11.291 18.352 232.070 69.649 7.308 13.673 444.639
2014 79.826 9.840 17.675 188.381 65.063 7.396 11.844 380.025
RETENTION PREMIUM 2015 19.330 0 6.331 171.325 13.138 0 2.817 212.940
2014 11.964 0 6.452 137.352 11.764 0 2.529 170.061
TECHNICAL DIVISION / PREMIUMS WRITTEN 2014 2015 2.0% -1,3% -4.9% -4,1% 25.0% 39,9% -0.3% -12,0% 4.7% 12,6% -4.0% 0,8% 3.7% 8,2% 2.2% -2,8%
CHANGE % 15,6% 14,7% 3,8% 23,2% 7,0% -1,2% 15,4% 17,0%
CHANGE % 61,6% 0,0% -1,9% 24,7% 11,7% 0,0% 11,4% 25,2%
SHARE % 2015 20,8% 2,5% 4,1% 52,2% 15,7% 1,6% 3,1% 100,0%
2014 21.0% 2.6% 4.7% 49.6% 17.1% 1.9% 3.1% 100.0%
RETENTION RATIO % 2015 20,9% 0,0% 34,5% 73,8% 18,9% 0,0% 20,6% 47,9%
2014 15.0% 0.0% 36.5% 72.9% 18.1% 0.0% 21.4% 44.7%
LOSS RATIO (NET) 2015 73,4% 0,0% -7,3% 93,2% 54,2% 0,0% 33,9% 84,6%
2014 47.0% 0.0% 35.9% 68.5% 76.1% 0.0% 43.9% 66.0%
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LEGAL AMENDMENTS Please find below summary information about the substantial legal amendments affecting the activities and the results of activities of our Company during 2015. Regulation on Distance Contracts on Financial Services: The regulation setting down the principles and procedures applicable on distance contracts on financial services, issued for implementation of the Consumer Protection Law, has been published in the Official Gazette on 31st of January 2015 with effect from 30 April 2015. Governmental Decree on Compulsory Personal Accident Insurance For Mine Workers: By a Decree of the Council of Ministers dated 26 January 2015, natural persons and legal entities engaged in mining operations are held liable to take out a personal accident insurance cover for their personnel working in production and preparations for production against all kinds of damages they may incur as a result of accidents during mining operations. This Governmental Decree has become effective as of 6 May 2015. General Conditions of Building Completion Insurance: In reliance upon the provisions of 1st paragraph of article 42 of the Consumer Protection Law no. 6502, Undersecretariat of Treasury has published the General Conditions of Building Completion Insurance with effect from 16 March 2015. Accordingly, construction companies are held liable to take out a building completion insurance cover for projects with 30 or more housing units before starting to sell the houses therein, and the premiums of this insurance will also be paid by the construction companies. If the construction company goes bankrupt during the construction period, or the houses are not delivered within 12 months after the end of the term specified in the contract, then the insurance company will reimburse to the consumer the full amount of money, including down-payment and installments, paid by the consumer for the house till that date, together with legal interests accrued thereon.
Sahip olduklarınızın varlığı size huzur verir. Ama garantisini vermez. Evinize, aracınıza, işyerinize, sağlığınıza zarar gelmeden en iyisi siz bize gelin. Ay Demeyin Ray Deyin...
Regulation on Codes of Practice of Personal LoanLinked Insurances: A regulation dealing with the codes of practice of compulsory and voluntary insurances linked to personal leans has been promulgated, and put into force as of 13 September 2015. Circular on Principles of Documentation of Equivalent Parts in Motor Vehicle Insurances: The Circular setting down the procedures and principles of equivalent replacements to be used in motor vehicle insurances has become effective as of 1 June 2015. Insurance companies are under obligation to use
equivalent replacements documented upon assessment of the fitness of the relevant product by the accredited documentation firms in accordance with the product documentation system rules. Highways Motor Vehicles Compulsory Financial Liability Insurance General Conditions: By the General Conditions put into force as of 1 June 2015, the types of insurance under cover have been classified as material damages, healthcare expenses, permanent disability and coverage for loss of support. Caretaker expenses have been considered as a part of permanent disability and healthcare expenses covers depending upon completion or non-completion of medical treatment. Loss of value claims have been clearly expressed as a part of material damages cover, and the method of calculation thereof has been regulated. Reflection losses, and damages corresponding to own fault of beneficiary, and claims corresponding to faults of supporter of the right owner beneficiary subject to loss of support have been left out of cover. Methods of calculation of loss of value claims, and compensations for permanent disability and loss of support have been regulated therein. Insurance and Reassurance Brokers Regulation: The Regulation, put into force as of 27 May 2015, indicates under which principles the brokerage powers will be used, and provides that the brokers cannot issue policies or enter into similar other insurance contracts. Conditions pertaining to professional experience periods and education levels have also been determined. Regulation on Appointment of Insurance Experts: The Regulation determines the details of expert appointment process after creation of the damages file and notification to SBM within a work day following the date of reporting of damages to insurance companies, and provides that in motor vehicle insurances, the expert fee cannot be less than the base fee tariff, and if deemed necessary, the Undersecretariat of Treasury may issue a tariff in other insurance branches as well. Regulation on Insurance Support Services: By this Regulation put into effect as of November 28, 2015, the procedures and principles of outsourcing of auxiliary or complementary services relating to main fields of business of insurance companies, and delivery of such support services, and providers of support services have been determined. Support services have been listed as such services as receipt of notices of claim, followup of recourse claims, salvage loss management and archive management, and it is stated that the procedures and principles of the Regulation will be applied on such services. The conditions sought for in providers of support services are also determined by the Regulation. 17
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VIENNA INSURANCE GROUP COMPANY PROFILE The Group has operated in Central and Eastern Europe (CEE) for more than 25 years and is one of the leading listed insurance Groups in the region. VIG generated more than EUR 9 billion in premiums in 2015, making it number 1 in its core markets again. With close to 23,000 employees and around 50 Group companies in 25 countries, the Group offers an extensive customer-oriented portfolio of products and services across all lines of business (property and casualty, life and health insurance). Expansion into Central and Eastern Europe VIG’s roots in Austria reach back to 1824. Since that time, the Company has developed from a locally based insurer to a leading international insurance Group. Wiener Städtische set the course for the international expansion. In 1990, it became one of the first Western European insurance companies to recognise the growth potential of Central and Eastern Europe and to take a chance on entering the market in the former Czechoslovakia. The past 25 years saw a series of further expansions, including Hungary (1996), Poland (1998), Croatia (1999) and Romania (2001). After entering the market in Moldova in 2014, VIG now operates in a total of 25 countries. Number 1 in its core markets VIG’s core markets are Austria, the Czech Republic, Slovakia, Poland, Romania, Bulgaria, Croatia, Hungary, Serbia and Ukraine. A market share of more than 18 % makes VIG the clear number 1 insurer in this group of countries. The strategic decision that was made in 1990 to expand into Central and Eastern Europe has proven to be very successful. In 2015, more than half of VIG’s total premiums of more than EUR 9 billion were generated in CEE markets. VIG is convinced that the economic growth of the region as well as the demand for insurance there will continue to rise. The CEE region’s importance as a growth market for VIG is also shown by the decision to locate the registered office of its reinsurance company VIG Re (established in 2008) in the Czech Republic. Customer proximity is VIG’s trump card in 25 markets VIG’s success is primarily based on local entrepreneurship and customer proximity. This is reflected in the regional ties, multi-brand strategy and wide variety of distribution channels used. The Group made a conscious decision to rely on regionally
established brands united under the Vienna Insurance Group umbrella. VIG’s success as a corporate Group is also due to the individual strengths of these brands and local expertise of around 50 Group companies. Its core business is the key of VIG’s success VIG’s activities are clearly focused on its core business, the insurance business. It operates as a progressive and highly risk-conscious insurer. Reliability, trustworthiness and solidarity are qualities that benefit the Group not only in its relationships with customers, but also with business partners, employees and shareholders. Values such as honesty, integrity, diversity, equal opportunity and customerorientation form the basis for business decisions at VIG.
An attractive employer in Austria and Central and Eastern Europe In addition to being number 1 for insurance products, VIG also wants to be the number 1 choice as an employer and attract the most talented and the smartest employees. Identifying and developing individual employee skills are a central priority in the Company’s modern human resources management. Diversity is seen as an opportunity
and is part of the day-to-day life at VIG. The Group also places great importance on creating an environment that promotes the development of its employees. This is because Vienna Insurance Group is aware that its success is based on the dedication of it’s around 23,000 employees. Further information on Vienna Insurance Group is available at www.vig.com, or in the VIG Group Annual Report.
THE LEADING INSURANCE SPECIALIST IN AUSTRIA AND CEE.
The effects of this fundamental approach are shown in its strategy of continuous sustainable growth, as well as its excellent creditworthiness. VIG’s development is confirmed by the international rating agency Standard & Poor’s which has awarded the Group a rating of A+ with a stable outlook for years. As a result, VIG has the best rating of all companies in the ATX, the leading index of the Vienna Stock Exchange. VIG and Erste Group: a strong team Erste Group has strong ties to Austria and is one of the leading banking Groups in Central and Eastern Europe. VIG and Erste Group entered into a strategic partnership in 2008 that benefits both of them in the region: Erste Group branches distribute VIG insurance products, and in return VIG Group companies offer Erste Group bank products. Stable dividend policy of the Group VIG has been listed since October 1994 and is now one of the top companies in the “Prime Market” segment of the Vienna Stock Exchange. The company has an attractive dividend policy that offers shareholders a dividend of at least 30 % of Group profit (after taxes and non-controlling interests). Its listing on the Prague Stock Exchange in February 2008 also emphasises the great importance of the Central and Eastern European economic area for VIG. As in Vienna, VIG is also one of the top companies in the Prague stock market. Around 70 % of VIG’s shares are held by its principal shareholder Wiener Städtische Versicherungsverein. The remaining shares are in free float.
January 2016 www.vig.com
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HUMAN RESOURCES’ PRACTICES
FAALİYET RAPORU
2015
The value, we attach to our employees, and the value, our employees add to our company, are in a cycle, which constantly reinforces and fosters one another. Our goal is to ensure effective planning, management, constant development and improvement of the human resources potential, which is directly related to the value created by the human resources within this cycle, environment, conditions, system and the potential of the system as well as to release and shape the potential energy to serve such goals.
Behind the scenes there are people preparing and getting prepared for the best.
In line with the mission, vision and goals of our company, we implement an objective and competence-oriented recruitment and placement process, which aims at placing the right person to the right position, within the framework of our fundamental values. In this respect, we organize orientation and development trainings to speed up the adaptation process of recently recruited employees to our corporate structure and to provide them with the background knowledge required for their profession. Our “Performance Management” process, which helps the employees work in line with the corporate goals and focus on a common goal, consists of goalsetting, monitoring, evaluation and feedback stages. By such a performance management process, we aim to evaluate the employees objectively, and plan the outputs of the system such as promotion, wages, development and career planning in an effective and accurate way.
• To raise productivity of our employees by means of an accurate career plan within an objective performance assessment system, • To ensure the ultimate development of our employees through internal and external trainings in accordance with our vision and fundamental values,
Number Of Employees As Of 31.12.2015
Head Office + Broker Sales Directorate Alternative Distribution Channels Call Center Istanbul Anatolian Side Regional Directorate Istanbul European Side Regional Directorate Ankara Regional Directorate Central Anatolia Regional Directorate Izmir Regional Directorate Antalya Regional Directorate Adana Regional Directorate Bursa Regional Directorate Cyprus Branch Total:
NUMBER 167 5 8 9 22 9 9 5 8 4 1 246
The ever changing and evolving needs of our employees and customers show us in which aspect we should improve our specialties and competences. In line with such needs, we offer trainings that provide constant development opportunities for our employees and business partners. During the management of all these activities, the following points constitute our Human Resources policy: • To bring up customer-oriented leaders, who can plan the present and future of our Company within the framework of our vision and fundamental values, in a strong and accurate manner, • To act in compliance with the principle of equal opportunity, which eliminates racial, ethnic, national, religious and sexual discrimination, • To provide a secure, transparent, participatory, flexible environment for our employees, which also allows for their constant development,
Human Resources; Özgür ŞAHİNBAŞ Aytül ATAR
• To protect the rights and social security of our employees, and maintain the balance between professional and private lives, 21
22
BOARD OF DIRECTORS
Dr. Martin Simhandl / Chairman of the Board of Directors / Member of the Corporate Governance Committee and Early Identification of Risk Committee 2004 - present / Vienna Insurance Group AG / Member of the Managing Board, CFO 1985 - 2004 / Vienna Insurance Group AG / Various Positions
Stefan Waldner / Independent Member of the Board of Directors and Member of the Audit Committee 2014 – Present / OMV Petrol Ofisi A.Ş., İstanbul / CFO - Member of the Executive Committee 2011-2014 / OMV Petrol Ofisi A.Ş., İstanbul / Member of the Board of Directors 2014 – Present / OMV Petrol Ofisi Holding A.Ş., İstanbul / Member of the Board of Directors 2014 – Present / OMV Gaz ve Enerji Holding A.Ş., İstanbul / Member of the Board of Directors 2009-2014 /OMV Aktiengesellschaft, Viyana / Senior Vice President, Corporate Development 2005-2009 / OMV Aktiengesellschaft, Viyana / Head of Mergers & Acquisitions / Economics 2000-2005 / Merrill Lynch International, London / Investment Banking Analyst / Associate
Dr. İsmail Hakkı Ergener / Independent Member, Deputy Chairman of the Board of Directors / Chairman of the Corporate Governance Committee, Early Identification of Risk Committee and Audit Committee 2012 - 2013 / EurocityBank AG / CEO 2009 - present / SK Danube AG /General Manager 1997 - 2008 / DenizBank AG / CEO, 1995 - 2007 / Express Trade Bank / General Manager 1991 - 1995 / Deutsch Türkische Bank / Credit Marketing Manager 1989 - 1991 / Turkish Development Bank / Germany Representative 1987 - 1989 / Iktisat Bankasi / Branch Marketing Manager 1986 - 1987 / Cerrahgil A.S. / Export Manager 1984 - 1985 / Interbank / Credit Analyst
Dr. Josef Aigner / Member of the Board of Directors
2007 - present / Vienna Insurance Group AG / Head of Corporate Business Department 2006 - 2007 / Wiener Staedtische Versicherung / Head of Corporate Business Claims Department 2000 - 2006 / Wiener Staedtische Versicherung / Assistant to the Managing Board 1999 - 2000 / Allianz Versicherung / Allianz Risk Service 1995 - 1999 / Allianz Elementarversicherung / Risk Management Department, Risk Manager
Koray Erdoğan / Member of the Board of Directors and General Manager 2011 - present / Ray Sigorta A.S. 2010 - Present / Hacettepe University / Lecturer / Actuary Department 2009 - 2011 / Insurance Auditing Board of the Undersecretariat of Treasury / Deputy Chairman 1997 - 2009 / Insurance Auditing Board of the Undersecretariat of Treasury / Insurance Auditing Specialist
Mehmet Levent Şişmanoğlu / Member of the Board of Directors and General Manager
2007 - 31.07.2015 / Ray Sigorta A.S. 2006 - 2007 / Brian Tracy / Sales Organization Consultant and Instructor 2003 - 2005 / Genel Sigorta and Genel Yasam Insurance Agency 1997 - 2003 / Garanti Sigorta A.S. / Regional Manager 1996 - 1997 / Arpas Kuyumculuk / Sales Manager 1995 - 1996 / Polisan A.S. / Sales Manager 1994 - 1995 / Rotopas A.S. / Product Manager
Gerald Klemensich / Member of the Board of Directors, Member of the Corporate Governance Committee and Early Identification of Risk Committee 2007 - present / Wiener Re / Member of The Supervisory Board 2003 - 2007 / Wiener Staedtische Osiguranje A.D.O. Beograd / Member Of The Supervisory Board 2004 - present / Vienna Insurance Group / Lead Manager Reinsurance Division 2001 - 2004 / Wiener Staedtische Allgemeine Versicherung / Assistant Manager Reinsurance Division 1998 - 2000 / Wiener Staedtische Allgemeine Versicherung / Member of Reinsurnce Division 1995 - 1998 / Wiener Staedtische Allgemeine Versicherung / Assistant of The Management Board 1993 - 1994 / Ewig International Marine Corporation USA / Marine & Cargo Surveyor And Loss Adjuster Before - 1993 / Studio Peritele Pino Rebulla, Italy / Marine & Cargo Surveyor And Loss Adjuster
(*) Mehmet Levent Şişmanoğlu Member and General Manager ( He withdrawn from his duties on 31.07.2015 )
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MANAGEMENT BOARD & MANAGEMENT TEAM
Koray Erdoğan / Chairman of Management Board and General Manager
2011 - present / Ray Sigorta A.Ş. 2010 - present / Lecturer / Hacettepe University, Deputy General Manager - Financial and Administrative Affairs 2009 - 2011 / Deputy Chairman of the Board / Insurance Auditing Board of the Undersecretariat of Treasury 1997 - 2009 / Insurance Auditing Specialist / Insurance Auditing Board of the Undersecretariat of Treasury
Feridun Art / Marketing Director (*)
2011 - 15.01.2016 / Ray Sigorta A.Ş. 2009 - 2010 / Ankara Sigorta A.Ş. / Deputy General Manager Responsible for Sales, Marketing and Regions 2003 - 2009 / Ankara Emeklilik A.Ş. / Deputy General Manager 1994 - 2002 / Garanti Sigorta A.Ş. / Unit Manager Responsible for all Regions (Rumeli Regional Manager & Agencies Manager) (*) Feridun Art left his office on January 15, 2016
Eyüp Kemal Daldal / Member of the Management Board, Non-Motor Technical and Claims, Reinsurance Deputy General Manager
Gil Shuchman / International Key Accounts Director
1993 - present / Ray Sigorta A.Ş. 1989 - 1993 / T. Halk Bank A.Ş. / Control Chief 1987 - 1989 / Anadolu Endustri Holding / Assistant Worksite Chief
2011 - present / Ray Sigorta A.Ş. 2010 - 2011 / TBIH Financial Services Group N.V. / Insurance Analyses and Business Development Specialist 2007 - 2009 / Phoenix International Ltd. / Insurance Specialist – USA
Anıl Rasih Gülcen / Member of the Management Board, Sales Deputy General Manager
Banu Şensöz / Internal Control and Risk Management Manager
2010 - present / Ray Sigorta A.Ş. 2006 - 2010 / Eureko Sigorta A.Ş. Head Office / Corporate - Commercial - SME - Direct Business Sales Director 2005 - 2005 / Eureko Sigorta A.Ş. Head Office / Sales Coordination Unit Manager 2002 - 2005 / Eureko Sigorta A.Ş. Ankara Region / Central Anatolia Regional Manger 2000 - 2002 / Eureko Sigorta A.Ş. Ankara Region / Regional Deputy Manager 1999 - 2000 / Garanti Sigorta A.Ş. Ankara Region / Technical Expert 1998 - 1999 / Garanti Sigorta A.Ş. Ankara Region / Claims Expert 1997 - 1998 / Garanti Sigorta A.Ş. Ankara Region / Agencies Collection Specialist 1995 - 1997 / Oyak Sigorta A.Ş. / Accounting - Financial Specialist
2010 - present / Ray Sigorta A.Ş. 2007 - 2009 / Finans Emeklilik ve Hayat A.Ş. / Deputy Manager for Financial Control and Planning 2006 - 2007 / Moore Stephens Turkey / Senior Auditor 2005 - 2006 / Kiska Group LTD. New York / Finance and Reporting Specialist 2000 - 2005 / Consulate General of Culture and Tourism of Turkey, New York / Accounting Expert
Fahrettin Turan / Member of the Management Board, Motor Technical and Claims and Subrogation, Director
Mihriban Karu / Human Resources Manager
2006 – present/ Ray Sigorta A.Ş, 2003 - 2006 / Uzel A.Ş / Purchasing Specialist 2000 - 2001 / Türk Ekonomi Bankası / Credit Specialist 1999 – 2000 / Ege Bank A.Ş. / Management Trainee
2009 - present / Ray Sigorta A.Ş. 2007 - 2009 / Efesan Grup A.Ş. / Human Resources Group Manager 2002 - 2004 / Ernst & Young / Human Resources Manager 1998 - 2002 / Arthur Andersen / Human Resources Manager 1991 - 1998 / Arthur Andersen / Staff Management Expert
Mehmet Levent Şişmanoğlu / Member of the Board of Directors and General Manager ( * ) Derya Öztürk / Member of the Management Board, Financial and Administrative Affairs, Director
October 2015 – present / Ray Sigorta, CFO 2012 – September 2015 / Ray Sigorta, General Secretariat 2008 – 2015 / Vienna Insurance Group AG
2007 - 31.07.2015 / Ray Sigorta A.Ş. 2006 - 2007 / Brian Tracy / Sales Organization Consultant and Trainer 2003 - 2005 / Genel Sigorta ve Genel Yaşam Sigorta Agency 1997 - 2003 / Garanti Sigorta A.Ş. / Regional Manager 1996 - 1997 / Arpaş Kuyumculuk / Sales Manager 1995 - 1996 / Polisan A.Ş. / Sales Manager 1994 - 1995 / Rotopas A.Ş. / Product Manager
(*) Mehmet Levent Şişmanoğlu left his office on July 31, 2015.
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26
RAY SIGORTA ORGANIZATION CHART
INDEPENDENT AUDIT OF OUR COMPANY: The independent audit firm entrusted with the task of independent audit of 2015 financial statements of our Company has been determined in the annual ordinary meeting of our General Assembly of Shareholders held on 31 March 2015. Accordingly:
Period : Trade Name : Trade Registration Number : Address :
01.01.2015 – 31.12.2015 Akis Bağimsiz Denetim ve Serbest Muhasebeci Mali Musavirlik A.Ş. (A member of KPMG International)
BOARD OF DIRECTORS INTERNAL AUDIT
480474 Kavacık Rüzgarlı Bahçe Mah. Kavak Sk. No: 29 Beykoz - ISTANBUL
GENERAL SECRETARIAT
COMPLIANCE OFFICER
INTERNAL AUDIT DEPARTMENT INTERNAL AUDIT DEPARTMENT Name, Surname
Position
Date of Start of Employment
Educational Background
Professional Experience 2005 - present / Ray Sigorta A.Ş.
MEMBER OF MANAGEMENT BOARD, MOTOR UW &CLAIMS, SUBROGATION DIRECTOR FAHRETTİN TURAN
MEMBER MEMBEROF OF MANAGEMENT MANAGEMENTBOARD, BOARD, NON-MOTOR UW & DEPUTY GENERAL MANAGER NON-MOTOR UW CLAIMS, REINSURANCE CLAIMS REINSURANCE DIRECTOR EYÜP KEMAL DALDAL
2002 - 2005 / Savings Deposits Insurance Fund / Commissioned Inspector Kubilay Bolayır CIA, CPA, CRMA
Internal Audit Manager
03.05.2005
Bachelor’s Degree / Finance
CHAIRMAN OF MANAGEMENT BOARD, GENERAL MANAGER KORAY ERDOĞAN
ACTUARY
CONTROLLING & PLANNING
MARKETING DIRECTOR
AGENCIES, C AMPAIGN & OPERATIONS
2002 / Bayındırbank A.Ş. / Inspector 2001 - 2002 / Etibank A.Ş. / Inspector 2000 - 2001 / Etibank A.Ş. / Authorized Assistant Inspector 1998 - 2000 / Etibank A.Ş. / Assistant Inspector
MOTOR CLAIMS & SUBROGATION MOTOR UNDERWRITING
FIRE & ENGINEERING AGRICULTURE INSURANCE RISK ENGINEERING, PORTFOLIO & CONTROL ANALYSIS REPORTING
REINSURANCE HEALTH & TRAVEL MARINE, AVIATION & LIABILITY INSURANCE
MEMBER OF MANAGEMENT BOARD, FINANCE & ADMINISTRATION DIRECTOR DERYA ÖZTÜRK
INTERNATIONAL KEY ACCOUNT DIRECTOR HUMAN RESOURCES INTERNAL CONTROL & RISK MANAGEMENT INFORMATION TECHNOLOGIES
FINANCE & ACCOUNTING COLLECTION
MEMBER OF MANAGEMENT BOARD DEPUTY GENERAL MANAGER SALES ANIL RASİH GÜLCEN
BROKER & DIRECT BUSINESS SALES AGENCIES SALES LEASING, BANCASSURANCE & ADC SALES
LEGAL AFFAIRS AND LEGISLATION& COMPLIANCE INVESTOR RELATIONS COMPLIANCE
27
28
BOARD OF DIRECTORS’ REPORT Our Board of Directors is structured according to the Corporate Governance Principles published by CMB (Capital Markets Board). Total number of directors is 6, and two of them are independent directors. All of our directors, except for the General Manager, are nonexecutive directors.
This Committee works very effectively, and calls the independent audit firm to its meetings at the periods of audit. Furthermore, it reports the detected defects and problems directly to the company managers by calling them to its meetings, and reviews the results in its subsequent meetings.
According to our Articles of Association, our Board of Directors is under obligation to meet at least 4 times during a calendar year. During 2015, our Board of Directors has met 4 times, and all directors have attended these meetings. In addition, in emergencies, the required decisions can be taken with consent of all directors without holding a physical meeting. During the year, all decisions have been taken by unanimous vote. None of the directors has expressed any dissenting opinion on any one of the decisions.
2) Corporate Governance Committee: This committee is comprised of 4 members under chair of an independent director. It also serves as a Nomination Committee and a Remuneration Committee. It has met once during 2015. Its duties are to supervise and check whether corporate governance principles are complied with or not, and to determine and identify the probable risks resulting from non-complied principles and rules, and to make suggestions for improving the compliance with principles and rules. During the year, it reviews the developments in the Company with respect to compliance with Corporate Governance Principles, and presents reports to our Board of Directors about the actions required to be taken.
Besides the Board of Directors, our Company has an Management Board. The Management Board is comprised of 5 members in total under chair of the General Manager. The Board of Directors has delegated to the Management Board all of its powers other than the non-transferrable powers as listed in the Turkish Commercial Code. Composition, working principles and 2015 activities of the committees organized and appointed in our Company accordance with the current applicable regulations of CMB in order to enable the Board of Directors to perform its duties and responsibilities as required are described in the following paragraphs: 1) Audit Committee: İIt is comprised of our two independent directors. It has met four times during this year. The responsibility of this Committee is to supervise the modus operandi of accounting and financial reporting system, and the effects of making the financial information and reports public, and the effects of operations of independent audit and internal control systems. It makes a preliminary review of quarterly financial statements, and presents the same to the Board of Directors’ approval for clarification purposes. This Committee is also entrusted with the task of choosing an independent audit firm and presenting it to the Board of Directors’ consideration. This Committee has held all of its meetings before the date of publishing of the financial statements and reports, and has reviewed the financial statements, and has presented its assent to the Board of Directors.
3) Early Identification of Risk Committee: This committee is composed of 3 members under chair of an independent director. During 2015, it has met 6 times as specified in its internal bylaws. Its duties are “to detect and identify at an early stage the risks which may endanger the existence, development and continuity of the Company, and if and when such risks are identified, to take the required actions and measures, and to manage the risks”. It collects information about its own issues from various different departments of the Company, and reports its results to our Board of Directors. Its reported opinions and comments are carefully reviewed by our Board of Directors. These opinions and comments are then shared with the executive departments, and the resulting actions taken thereon are continuously followed up.
INFORMATION ABOUT TRANSACTIONS OF THE COMPANY WITH ITS RISK GROUP During 2015 activity year, within the frame of pertinent provisions of the Turkish Commercial Code, our Company, and other VIG Group Companies, and the Company’s shareholders, affiliates and subsidiaries, and top echelon management are identified and considered as related parties as for the financial statements of the Company. Pursuant to article 199 of the Turkish Commercial Code, our Company’s Board of Directors has given the following statement in the conclusion section of its affiliation report issued about relations of our Company with its controlling company and with affiliates and subsidiaries of its controlling company. Main transactions with the related companies are in the form of transfer of premiums as a requirement of insurance activities. We have quota-share and surplus reinsurance treaties with the related companies, and voluntary reinsurance transfers are also effected in accordance with the current market conditions. Other than insurance activities, if and when required, consulting and advice services are purchased in information technologies, actuary and reinsurance fields, and these services are purchased over prices or fees determined on arms’ length basis. These transactions are required by activities and operations of our Company, and except for these transactions, there is:
FINANCIAL RIGHTS AND OTHER BENEFITS PROVIDED TO MEMBERS OF MANAGEMENT BODY, BOARD OF DIRECTORS AND MANAGEMENT BOARD Financial Rights
A- Board Of Directors: Total sum of wages, salaries and similar other fees paid to president and members of the Board of Directors during the accounting period ending as of 31 December 2015 is TL 177.000. B- General Manager and Management Board Members: Total sum of wages, salaries and similar other fees paid to general manager and management board members during the accounting period ending as of 31 December 2015 is TL 2.489.206,57 Relevant section of our financial statement footnotes contains more detailed information thereabout. OTHER BENEFITS
A- Board Of Directors: Total sum of expenditures made for business-related travels and similar other activities of president and members of the Board of Directors is TL 39.903,26 B- General Manager and Management Board Members: Total sum of expenditures made for business-related travels and similar other activities of general manager and management board members is TL 187.898,66
• no debt relationship or no transfer of assets or properties, and • no legal transactions creating such responsibilities as surety, guarantee or aval, and • no legal transactions which may result in profit shifting or transfer between VIG Group companies and the Company’s shareholders, affiliates and subsidiaries, or top echelon managers. As a conclusion, by this report issued pursuant to article 199 of the Turkish Commercial Code, we hereby declare and state that our Company has not incurred any damages or losses due to any transaction with or between VIG Group companies and the Company’s shareholders, affiliates and subsidiaries, or top echelon managers in 2015 activity year. Details of and explanations on the transactions effected by our Company with its risk group during 2015 are given in the footnote 45 among the footnotes of financial statements included in the annual report. 29
30
2014 annual ordinary meeting of the General Assembly of Shareholders of Ray Sigorta A.Ş. has been held at the address of “Cumhuriyet Mahallesi, Haydar Aliyev Caddesi No. 28, 34457 Sarıyer / Istanbul” at 10:00 hours on Tuesday, 31.03.2015, with presence and under supervision of Mr. Orhan Karabey, Representative of Ministry, appointed and assigned by Istanbul Provincial Directorate of Customs and Trade. In this meeting, the agenda items required to be discussed pursuant to the pertinent provisions of Turkish Commercial Code and the Capital Markets Law have been discussed. a) 2014 financial statements and anuual report are discussed and accepted. b) Members of the Board of Directors who served in 2014 are individually and separately discharged. c) Resolved in line with the proposal of the Board of Directors that the net profit of period of TL 2,376,736 resulting from 2014 activities be retained, and be set off and deducted from the accumulated losses of past periods. d) Resolved that resignations of Mr. Karl Fink and the independent director Mr. Reinhard Pichler from the Board of Directors during the year 2014 be accepted, and that appointment of Mr. Gerald Klemensich and the independent director Mr. Stefan Waldner for the seats vacated in the Board of Directors be approved. e) Resolved that Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of KPMG International) be elected as independent auditor for audit of 2015 interim and yearly financial statements and annual report of our Company within the frame of pertinent provisions of the Turkish Commercial Code, Insurance Laws and Regulations, Capital Markets Laws and Regulations and other relevant legislation. f) In addition, in order to comply with the new provision added to article 371 of the Turkish Commercial Code, article 26 of the Articles of Association of our Company has been amended. This amendment is explained in details under the heading of the Amendments to Articles of Association hereinbelow. g) The General Assembly of Shareholders is informed that our shareholders holding the control of management, members of our Board of Directors, our top echelon managers and their spouses and blood relatives and relatives by marriage up to second degree have, during 2014, not entered into any
substantial transaction which may cause a conflict of interests with our Company, and have not been engaged in transactions within the fields of business of our Company in their own name and account or in the name and account of third parties, and have not participated in another company engaged in the same fields of business as an unlimited liability partner. The General Assembly of Shareholders is also informed that no transaction as defined in articles 395 and 396 of the Turkish Commercial Code has been effected during 2014. h) Remunerations and fees to be paid to members of the Board of Directors are determined.
AMENDMENTS ASSOCIATION
TO
ARTICLES
TEYİLAAF UROPAR
5102
2014 ANNUAL ORDINARY MEETING OF THE GENERAL ASSEMBLY OF SHAREHOLDERS
Behind the scenes, there is the endeavour to achieve perfection.
OF
Our Company is required to amend article 26 “Representation of the Company” of its Articles of Association due to addition of a new provision to article 371 of the Turkish Commercial Code during 2014. Permissions required for the amendments to the articles of association have been received from the Capital Markets Board on 5 February 2015, and from the Treasury Undersecretariat Insurance General Directorate and the Republic of Turkey, Ministry of Customs and Trade on 28 February 2015. Amendments to the Articles of Association have been accepted by unanimous vote in the Annual Ordinary Meeting of the General Assembly of Shareholders held on 31.03.2015. Other than this article, no article of the Articles of Association has been amended. Current copy of the Articles of Association of our Company is published in the section “ Investor Relations” in our Internet Site.
Risk Engineering; Necati ÜLGER
31
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{
}
2014 / 2015 PRODUCTION COMPARISON
technical results
A - NON-MOTOR The Company’s total premium production for 2015 has been TL 444,639,200 and non-motor premium has been TL 240,869,686 in this total Premium production.
Non - Motor Liability %11
Engineering %29
Technical Profit has changed from TL 32,264,650 in 2014 to TL 33,310,852 in 2015 with an increase of 3%. 2015
ltu Ag ric u
1,413,085
1,288,585
n Av iat io
re
7,307,967
7,396,390
11,290,643
9,839,687
IP TC
13,672,633
11,844,395
M
He a
ar in
lth
e
INSURANCE BRANCHES
2014
2015
TECHNICAL PROFIT PROFITABILITY RATIO %
TECHNICAL PROFIT
6,574,113
8%
2,712,483
3%
ENGINEERING
4,895,175
8%
10,331,632
15%
13,387,738
59%
8,534,488
32%
MARINE
4,587,500
26%
7,318,228
40%
HEALTH
2,304,850
19%
3,595,723
26%
TCIP
454,310
5%
467,243
4%
AGRICULTURE
-78,743
-
302,335
4%
AVIATION
139,707
11%
48,720
3%
32,264,650
15%
33,310,852
14%
INSURANCE BRANCHES
PREMIUMS
TOTAL PREMIUM SHARE %
PREMIUMS
TOTAL PREMIUM SHARE %
FIRE
79,826,459
37%
92,296,568
38%
ENGINEERING
65,062,702
30%
69,649,048
29%
NON-MOTOR LIABILTY
22,654,253
11%
26,887,379
11%
MARINE
17,674,836
8%
18,352,364
8%
HEALTH
11,844,395
5%
13,672,633
6%
TCIP
9,839,687
5%
11,290,643
5%
AGRICULTURE
7,396,390
3%
7,307,967
3%
6,000,000
AVIATION
1,288,585
1%
1,413,085
1%
4,000,000
215,587,308
100%
240,869,686
100%
2,000,000
TOTAL
14,000,000 12,000,000 10,000,000 8,000,000
2014 2015
0
n Av iat io
re Ag ric
ul tu
IP TC
al th He
M
ar
in
e
-2,000,000
Fi re En gin ee rin g No n Li -M ab ot ilt or y
TOTAL
PROFITABILITY RATIO %
FIRE NON-MOTOR LIABILTY
2014
18,352,364
17,674,836
26,887,379
69,649,048
No n Li -M ab ot ilt or y
Fire %38
Marine %8
Motor %46
22,654,253
65,062,702
Health %6
%54
2015
TCIP %5
En
%46
g
%54
%3
gin ee rin
Non-Motor
Agriculture
Fi re
Aviation %1
92,296,568
2015 PREMIUM DISTRIBUTIONS BY BRANCHES
2015 TOTAL PREMIUM SHARES%
79,826,459
Distribution of premium production by insurance branches in 2015:
2014
33
34
When reviewed by branches, Marine Insurances hold a share of 8% in total premium production, and with a profitability rate of 40%, is included in the list as the 1st most profitable branch. In addition, in the sector production listing, it is ranked the 7th in the Hull insurance branch.
Total share of Casco and Traffic insurances in the motor branch has been 97%, and in 2015, premium production has reached TL 93.447.011.- with an increase of 16% in Casco insurances, and TL 103.405.061 - with an increase of 33% in traffic insurances. Share in Premium 2014 vs. 2015
Non-motor Liability Insurances hold a share of 11% in total premium production, and with a profitability rate of 32%, is included in the list as the 2nd most profitable branch. Fire Insurances hold a share of 38% in total premium production, and has a profitability rate of 3%. The cause underlying the fall in profitability rate as regards the previous year is the great damages of floods and natural disasters during the year. Health Insurances hold a share of 6% in total premium production, and has a profitability rate of 26%. Production in Health branch has increased by 8% as regards the previous year, and the production increase is continuing with new products. %48.8
Engineering Insurances hold a share of 29% in total premium production, and has a profitability rate of 15%. The sector is ranked the 9th in premium production listing. PREMIUM
PREMIUM
PROFITABILITY RATE %
PROFITABILITY RATE %
NET LOSS RATIO
NET LOSS RATIO
2014
2015
2014
2015
2014
2015
FIRE
79,826,459
92,296,568
8%
3%
48%
73%
ENGINEERING
65,062,702
69,649,048
8%
15%
76%
54%
NON-MOTOR
22,654,253
26,887,379
59%
32%
-6%
-9%
MARINE
17,674,836
18,352,364
26%
40%
34%
-8%
HEALTH
11,844,395
13,672,633
19%
26%
44%
34%
TCIP
9,839,687
11,290,643
5%
4%
0%
0%
AGRICULTURE
7,396,390
7,307,967
-
4%
0%
0%
AVIATION
1,288,585
1,413,085
11%
3%
0%
0%
215,587,308
240.869.686
15%
14%
40%
40%
BRANCHES
TOTAL
Premium production of the Company in Motor branch has increased by 24% to TL 203.769.515.- in 2015. In Motor branch, the technical loss of TL 270.815.- in 2014 has come out to be TL 23.122.529 in 2015 . The following table indicates the distribution of our premium production, rates of variation, and technical profit/loss amounts, by branches, in comparison to 2015. 2014 Gross Written Premium
Technical Profit Loss
2015 Share in Premium
Gross Written Premium
Technical Profit Loss
Share in Premium
Change of Premium
Change of Technical Profit/Loss
Casco
80.275.935
18.390.689
48,8%
93.447.011
9.428.880
45,9%
16,4%
-48,7%
MTPL
77.584.920
-20.361.012
47,2%
103.405.061
-36.305.799
50,7%
33,3%
78,3%
Motor Facultative TPL
5.203.315
552.897
3,2%
5.747.183
2.661.494
2,8%
10,5%
381,4%
Legal Protection
1.086.976
968.501
0,7%
1.150.862
946.479
0,6%
5,9%
-2,3%
286.838
178.110
0,2%
19.398
146.417
0,0%
-93,2%
-17,8%
164.437.984
-270.815
100%
203.769.515
-23.122.529
100%
23,9%
8.438,1%
Total
CASCO
2014
MTPL
2015
%3.4 OTHER
* Other: Motor Facultative TPL, Compulsory Personel Accident For Buses, Legal Protection
Sectoral Assessment: The following table indicates the motor branch premium production and technical profit/loss of non-life insurance companies, in comparison to that of Ray Sigorta, as of the end of September 2015.
In traffic insurances, our market share is 1.7%, and our share in the total loss of the sector is 1.5%, i.e. below our market share.
Gross Written Premium:
Comp.Personel Accident For Buses
%4.0
As of the end of September 2015, in Casco insurances, our market share is 1.8%, and our share in the total profit of the sector is 2.5%, i.e. above our market share.
B- MOTOR:
Branches
%50.7
%47.2
%45.9
According to the results of first nine months of 2015, in terms of technical profitability, we have shown a performance which is above the sector average.
Sector
RAY SİGORTA
Branches Gross Written Premium
Technical Profit/Loss
Gross Written Premium
Market Share
Share in Technical Profit / Loss
Technical Profit/Loss
Casco
3.916.578.971
312.738.974
69.333.828
7.871.481
1,8%
2,5%
MTPL
4.299.423.563
-1.536.314.591
72.165.126
-23.429.254
1,7%
1,5%
333.656.859
173.320.133
4.275.661
1.884.779
1,3%
1,1%
Legal Protection
71.451.239
51.006.721
859.869
722.641
1,2%
1,4%
Comp.Personel Accident For Buses
34.188.334
6.238.446
7.398
136.840
0,0%
2,2%
Motor Facultative TPL
*Data have been collected from the Financial and Technical Tables of Companies published by the Turkish Insurance Association as of the end of September 2015
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Motor Facultative TPL:
2015
2014
2014
2014
2015
In 2015, in casco insurance, our premium production was TL 93.447.011.- with an increase of 16,4%, and its share is 45,9% in total premiums produced in the motor branch. In this branch, total sum of damages paid is TL 56.221.226., and end-of-period outstanding claims portfolio is TL 8.361.672.-The resulting technical profit is equal to 10,1% of premiums, and the amount of technical profit is TL 9.428.880.- In this branch, the loss ratio is 68,3%.
Loss Ratio
2014
2015
Loss Ratio
41,9%
20,6%
2014
2015
In 2015, in Motor Facultative TPL insurance, our premium production was TL 5.747.183 with an increase of 10%, and a technical profit of TL 2.661.494 has been recorded. In this branch, the loss ratio was 20,6%. Legal Protection Insurance:
1.150.862
1.086.976
Technical Profit/Loss
Technical Profit/Loss
Loss Ratio
1,0% 0,2%
0
-36.305.799
-20.361.012
77.584.920
103.405.061
Gross Written Premium
552.897
2015
Gross Written Premium
MTPL:
Technical Profit/Loss
2.661.494
9.428.880 2015
5.203.315
68,3%
54,3%
5.747.138
Gross Written Premium
Loss Ratio
946.479
2014
Technical Profit/Loss
18.390.689
80.275.935
93.447.011
Gross Written Premium
968.501
Casco:
2014
100,9%
115,2%
2015
2014
2015
2014
2015
In 2015, in Legal Protection insurance, our premium production was TL 1.150.862 with an increase of 6%, and a technical profit of TL 946.479 has been recorded. In this branch, the loss ratio was 0,2%.
Compulsory Personel Accident For Buses: 2014
2015
In 2015, in MTPL insurance, our premium production was TL 103.405.061 with an increase of 33,3%, and its share is 50,7% in total premiums produced in the motor branch. In this branch, total sum of damages paid is TL 73.929.575, and end-of-period outstanding claims portfolio is TL 101.348.516, and TL 15.979.264 corresponding to our reassurers. In this branch, a technical loss of TL 36.305.799.- has been recorded, and the loss ratio was 115,2%.
Gross Written Premium
Technical Profit/Loss
Loss Ratio
51,6%
2014
0
2015
146.417
2015
178.110
2014
19.398
2015
286.838
2014
2014
2015
-126,8%
2014
2015
In 2015, in Compulsory Personal Accident For Buses insurance, our premium production was TL 19.398 with an decrease of 93%, and a technical profit of TL 146.417 has been recorded. In this branch, the loss ratio was -126,8%. 37
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TECHNICAL RESULTS Premium Production: The Company’s premium production has been TL 444,639,200 in 2015. With this amount of premium, Ray Sigorta has been ranked the 17th with a market share of 1.63% among the insurance carriers operating in non-life insurance branches.
Casualty %52
Engineering %16 Marine %4
Technical Profit: Technical Profit has reduced from TL 32,046,072 in 2014 to TL 10,188,323 in 2015 by a fall of 68.2%.
Fire %21
2015
2014 TECHNICAL PROFIT
PREMIUM
TECHNICAL PROFIT
CHANGE IN PREMIUM
FIRE
92.296.568
2.712.483
79.826.459
6.574.113
15,6%
TCIP
11.290.643
467.243
9.839.687
454.310
14,7%
MARINE
18.352.364
7.318.228
17.674.836
4.587.500
3,8%
232.069.979
-14.539.321
188.380.820
13.201.256
23,2%
ENGINEERING
69.649.048
10.331.632
65.062.702
4.895.175
7,0%
AGRICULTURE
7.307.967
302.335
7.396.390
-78.743
-1,2%
13.672.633
3.595.723
11.844.396
2.412.461
15,4%
444.639.200
10.188.323
380.025.291
32.046.072
17,0%
CASUALTY
HEALTH TOTAL
TEYİLAAF UROPAR
TCIP %3
The following table shows the distribution of our premium production, rates of increase, and technical profit amounts separately for different branches and in comparison to 2014:
PREMIUM
Health %3
5102
Agriculture %2
Behind the scenes there is the joy of starting to work with the same excitement every day.
Results of Technical Transactions In 2015: • Ray Sigorta has produced premiums of TL 444,639,200, and has transferred a portion of TL 231,699,192 thereof to reinsurers. The rate of growth was 12% in regards to the number of policies, and 17% in regards to the amount of premiums. By addition of various other income and expense items, a technical profit before operating income and expense of TL 10,188,323 has been recorded. • Ray Sigorta has, in consideration of these premiums produced, paid a commission of TL 58,955,584, including the variation in deferred paid commissions, and has, in consideration of the premiums transferred to reinsurers, paid a commission of TL 42,566,061, including the variation in deferred collected commissions. • Ray Sigorta has paid for claims and damages in a total amount of TL 276,956,159, and a portion of TL 143,155,640 thereof has been received back as share of reinsurers. Total outstanding claims reserve is equal to TL 240,577,345, and share of reinsurer companies therein is TL 125,262,270.
• When operating expenses, as well as financial income transferred from non-technical department are added to the technical profit amount, the technical profit before operating income and expense of TL 10,188,323 is converted to a technical loss of TL 12,252,564. • Investment income has increased from TL 21,345,895 in 2014 to TL 31,380,123 in 2015. A review of the investment income items reveals that the largest income item is time deposits income of TL 18,910,604. A loss of TL 482,066 has been incurred upon realization of financial investments comprised of state bonds and share certificates purchased by our Company, and a loss of TL 1,322,708 has been incurred out of assessment and appraisal of these investments. • Among the investment expenses, except for the foreign exchange loss, the greatest figure corresponds to investment management expenses of TL 2,861,228, and these expenses are mostly comprised of commissions and costs arising out of transactions with banks. Parallel to the increase in the speed of collections, our demand and time deposits in banks have increased by 5.7%.
Sales; Esra İÇİM Administration; Şeyla TELVİ Sales; Özgür EKEN Sales; Leyla KESİCİ 39
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As of the end of 2015, Ray Sigorta is continuing to offer its services to policyholders and distribution channels with its 88 sales and sales support personnel in total through its 8 Regions (Istanbul European and Anatolian regions, Ankara and Central Anatolia regions, İzmir, Adana, Bursa and Antalya-seated Regional Directorates), as well as 3 Divisions (Divisions of Agencies, Brokers and Financial Institutions), Cyprus Representation Office and Call Center. Extensive distribution network throughout Turkey: Working as a business partner of 1254 agencies, 62 ABank branches, 68 Fibabank branches, 57 Burgan Bank branches, 70 brokers and 5 leasing companies in 80 provinces in 2015, Ray Sigorta Sales and Sales Support Department is offering its services through an effective and extensive distribution channel throughout Turkey. Each portfolio manager, determined according to the types of distribution channels, is serving oneto-one to agencies, branches and brokers affiliated to him. At the same time, sales support personnel are designated for each channel, and they are serving to agencies, brokers and branches in the form of a team together with relevant portfolio managers. These teams are responsible for carrying out their activities under a program and in line with the corporate strategies and objectives. These objectives are composed of branch – product premiums and amounts in the targeted fields of the company, and the sales and sales support personnel are followed up through a performance follow-up model. The sales department has also continued in 2015 its initiatives aimed at development of its distribution network through addition of new agencies thereto, and as a result, has included 209 new agencies into its distribution channel throughout Turkey. High Distribution Channel / Policyholder Satisfaction Serving with the motto of “at all times giving a back to” its distribution channel, Ray Sigorta is one of the companies which mostly lay their hands on their agencies in the insurance sector. Sales department teams, acting as insurance consultants, are at all times in the field and beside the agencies. Ray Sigorta is endeavoring to maximize the distribution channel satisfaction through both its business experience and its close field monitoring and follow-up.
Ray Sigorta, with its whole sales team, continues to be a value-creating company in the insurance sector by offering the best services to its distribution channel and policyholders most rapidly. Each problem of agencies and branches pertaining to insurance activities is tried to be resolved by the relevant sales and sales support personnel through immediate collection of information thereon. The Company’s Call Center is manned by inbound and outbound teams. These sales personnel are trying to respond to the incoming and created demands through a remote sales model. The operating results of the Call Center operating with 100% Customer Satisfaction motto have continued to be improved also in 2015.
TEYİLAAF UROPAR
5102
SALES, SALES SUPPORT, AND CUSTOMER SATISFACTION DEPARTMENT ACTIVITIES
Behind the scenes there are people believing in the power of communications.
Customer Satisfaction: The Customer Satisfaction Department, established for the purpose of resolving the complaints received by the Company, assesses the incoming notifications, and examines all kinds of complaints and demands filed during the year, and brings the relevant parties together for resolution of problem, and receives a solution-oriented feedback from the parties within maximum 24 hours, thereby achieving its 100% customer satisfaction goal. Ray Sigorta’s Business Performance in 2015: Ray Sigorta has reached double-digit growth figures in motor and non-motor branches. It has achieved 12 percent growth rate targeted in non-motor branch, and recorded a premium production of 240 million TL. In motor branch which was the scene of harsh competition in 2015, Ray Sigorta has grown by 23 percent, and closed the year with a premium production of approximately 204.2 million TL. In comprehensive automobile insurance branch, a growth rate of 15 percent as regards the past year is reached. In all branches, Ray Sigorta has grown by 17 percent on yearly basis, and has completed the year with a total premium production of 444.2 million TL. Also in 2016, in order to further escalate its success, Ray Sigorta will continue to apply its efficiency and customer-oriented approach, and to work for further increasing its brand awareness and satisfaction level.
Marketing; Selda ÇAMLIBEL
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MARKETING DEPARTMENT CAMPAIGNS AND PROJECTS Serving in the insurance sector with its past experience of 57 years, Ray Sigorta continued to put its signature under many innovations in the industry through its innovative and customer-oriented approaches also in 2015. Projects and innovations realized by Ray Sigorta Marketing Department in 2015 are as listed below:
PRESS COMMUNICATIONS
VIRAL COMMERCIALS ADVERTISEMENT CAMPAIGN
RAYKONUT SERVICE
AND
Viral commercials with the theme “Don’t heave a sigh, come to Ray”, making contribution to brand awareness and corporate image of Ray Sigorta, have been produced with participation of Ray Sigorta personnel, and have been broadcasted in our Facebook, Twitter and Youtube channels. Evinize davetsiz misafirler gelmeden siz bize gelin.
RAYPORTAL MOBILE APPLICATION Development of mobile applications and reporting modules of Ray Sigorta internal communication portal (www.rayportal.com.tr) has been completed.
RAYPLUS CARD LOYALTY PROGRAM APPLICATIONS “RAYPLUS” loyalty card program addressing Ray Sigorta customers and employees working and collaborating with Ray Sigorta since long years has been continued to be applied and developed.
In 2015, as a part of the press communications realized with a view to contributing to the awareness and reputation of Ray Sigorta brand, 561 news have been broadcasted in nationwide and sector publications.
Our policyholders taking out an Evimsaray House Insurance policy, coded 102, in 2014 have continued to receive free combi boiler and air-conditioner maintenance services once a year throughout the validity term of policy. Through contracts signed with service stations giving maintenance services for many brands in 70 cities, our policyholders have had the chance to receive 1 free combi boiler maintenance and 1 free airconditioner maintenance service a year throughout the validity term of policy in the cities included in the network.
PRODUCT ACTIVITIES: In our product no. 300, the structure of cover for our individual customers has been updated, and in addition, the product has been further enriched with Personal Accident, House and Automobile Assistance services, and has been offered for sale under the name of FerdiRay. The structure of cover of FerdiRay is created by giving priority to security of insured and his/her beloveds in the case of an accident. Product is structured with the motto of “Giving a Back to Insured and Beloveds in Their Hours of Need”. Particularly with its enriched assistance services such as vehicle towing, vehicle rescue by crane, changing the tires, house installations, electricity, glass, lock and key works, sending doctor or ambulance, hotel services, transportation in the case of accidental injury, transportation to permanent residence upon discharge from hospital, and transportation of the first degree family members accompanying the patient, FerdiRay is a product which at all times gives a back to insured and beloveds in their hours of need.
which have been validly inspected. • In QRCs (Quick Repair Centers), a free expertise survey is conducted to check whether the scrapped car is properly repaired or not, and only after this survey, the cars are taken under cover. • Insurance proposals are not permitted to be entered for cars not carrying the license plate of provinces with QRC, and support may be received from Regional Directorates for an exceptional entry of insurance proposals. • Damages that may be incurred by the covered cars may be repaired only in QRCs. If the car is repaired in a service station, outside QRCs, without a prior consent of the Company, an exemption equal to 50% of the amount of damages, not being less than TL 2,500, is applied. • Except for sales and total loss, the policy will not be cancelled upon demand of insured. •A valid credit card is required to be identified at the time of entry of insurance proposal, and if the result of expertise survey is positive, and if a confirmation cannot be taken from the credit card upon approval of proposal by automobile technical department, the insurance proposal will be approved through use from the agency’s overdraft account limit.
For the sake of easy access of our policyholders to RAYKONUT privileges, in addition to micro website, RAYKONUT mobile application has also been started.
LOS ANGELES / LAS VEGAS CAMPAIGN In order to support Ray Sigorta agencies in motor and nonmotor premium production, a campaign with Los Angeles / Las Vegas travel award has been organized between 01.10.2015 and 31.12.2015. As a result of this campaign, our winning agencies will make the journey in March 2016.
ONLINE TRAINING WORKS Online trainings for Aura and “İşim Rahat” products have been produced, and have been published via our internal communication portal “Rayportal” in 2015.
SCRAPPED CARS ARE UNDER ASSURANCE 2ND CHANCE COMPREHENSIVE AUTOMOBILE INSURANCE 2nd Chance Comprehensive Automobile Insurance Product, prepared and issued by Ray Sigorta specifically for scrapped cars, which are properly repaired, has been offered for sale on 16.02.2015. Thanks to the appropriately priced and widely comprehensive 2nd Chance Comprehensive Automobile Insurance Product of Ray Sigorta, scrapped cars can again take to the roads securely as before. Product specifications: • By 2nd Chance Comprehensive Automobile Insurance Policy, previously scrapped cars are taken under assurance with all covers of an expanded automobile insurance policy. • Such vehicles as automobiles, pickup trucks and minibuses of 0-5 years of age are covered. • 2nd Chance Comprehensive Automobile Insurance Policy can be issued only in 22 provinces with Ray Sigorta Quick Repair Centers and definitely for cars
QUICK PROPOSAL AND AUTOMATIC RENEWAL PROJECT Quick proposal display works for our Comprehensive Automobile Insurance, Traffic Insurance and “İşim Enfes” products have been completed, and automatic renewal works have been conducted for Comprehensive Automobile, Traffic, DASK and House insurance policies.
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2015
FAALİYET RAPORU Behind the scenes there are people who are right beside you in your hours of need.
MOTOR DAMAGES AND RECOURSE DEPARTMENT’S ACTIVITIES
NON-MOTOR CLAIMS DEPARTMENT ACTIVITIES
In 2015, in order to minimize the costs in bodily injury files and shortening the processes, a team formed for the bodily injury files pending in the Legal Service. After this action of the team, the pending bodily injury files have been handed over to thisteam from Legal Service. The delivered files have been reviewed and checked in terms of both legal conditions and general conditions, and actions have been taken for concilation of the bodily injury files fit for out-of-court settlement, and in addition, all bodily injury files have been rehabilitated.
During 2015, with a view to minimizing the costs of non-motor legal files and ensuring that the process is proceeded in a more controlled and effective manner, in collaboration with the Legal Affairs Department, all pending non-motor law files have been retroactively handledin accordance with the insurance law conditions and general conditions, and steps have been taken for settlement and improvement.
Productivity increased through regional rotation of automobile field audit team numbers. A new paperless office system infrastructure and faster reporting base analyzed and planned to go live first half of 2016 which will be applied both direct and Legal Cases and also will be ensuring the minimizing the process. Besides quickly determining the current price of a total loss claims field audit team is authorized to start an auction from the system used, enchanching of auction system taken into action plan. Work flows and system test completed for Two or more companies online ve similtaneous auction system which is planned to go live by the first quarter of the 2016. New auction system is also featured by more effective and online reporting tool. Works for enhancing of HOM ( quick repair center ) network in order to increase the customer satisfaction, controlling the claims costs, and enhancing the service quality have been continued.
Non-Motor Claims; Çiğdem UMUR Motor Claims; Serdar ÖZKARA Administration; İlker AKBULUT
Upon receipt of a new notice from the Legal Affairs Department, all files are started to be delivered to the Legal Affairs Department after examination by nonmotor claims department. Monthly meetings have been organized to review the non-motor legal files (to discuss New Entries, Closed Files, Paid Files, Changes in Outstanding Claims, and important / problematic files). This will be continued also in 2016. In order to increase the customer satisfaction, the period of handling of house damages files has been rearranged as one week through specific expert management and jet reporting. In addition, uncovered household policy claims have been finalized through assessment and by a decision of the top management. This will be continued also in 2016. In facultative claims, in order to proactively prevent the probable problems in claims / collection process, the notices of outstanding claims made on the basis of files are at the same time started to be collectively transmitted to reassurers at the period-ends. In order to prevent manual entry mistakes in these notices, an automatic notification has been identified to the system, and a notice is automatically sent to all relevant units and departments. Within the dpaperless office project, analyses and display designs have been made in order to shorten the legal and non-motor processes and to create an efficient reporting system. The project is planned to be used actively in the first half of 2016 after completion of its infrastructural works.
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2015
FAALİYET RAPORU Behind the scenes there are innovative people believing the power of technology.
INFORMATION TECHNOLOGIES DEPARTMENT PROJECTS Automatic Proposal Renewal Project By the software projects developed in 2015, automatic renewal proposals are created in the renewal periods of insurance policies going to expire. Agencies are informed about these insurance policies, and if the customer accepts, only the proposal is approved and is easily converted into an insurance policy. QR-code Project Actions are taken for QR-code Application, and when SBM Mobile Accident Memorandum application is used, the QRcode existing on the policy is read, and the policy information is automatically reflected onto the fields required to be filled in. Health – Rayport Integration Project As the health products are operated on a separate insurance application, it has become necessary to integrate this system with (Rayport) main insurance system. By the actions taken, the policies entered into the health applications system are ensured to be automatically transferred to the main insurance system. Rapid Proposal System Project Through a system separate from, but integrated to Rayport, a Rapid Proposal and Policy Preparation System aimed at rapidly producing proposals and policies in the system by entering very few information thereto has been established. Single Sign-on Project Through this project, the facility of access to Rayport, Rapid Proposal and Rayportal systems with a single password has been provided. Rayportal has been renewed, and its use has been further activated thanks to its dynamic structure. Furthermore, survey (questionnaire), announcement, training, etc. appointment system has been developed for the users. Rayportal entry system has been integrated to Rayport. Users are enabled to request and receive their Rayport and Rayportal passwords through the system. Infrastructure and Rayport Enhancement Project Operating systems of Terminal and Agency servers have been upgrade from Windows 2003 to Windows 2008, and in addition, comprehensive software works have been carried out for this platform. As a consequence, Rayport is now operating with a higher performance level on Windows 2008 operating system. Thus, in spite of a reduction in the number of servers used, the performance has been greatly increased. In addition, many system errors arising out of the former version have been remedied. Over this infrastructure, Rapid Proposal and Policy infrastructures have also been established and put into service. Location Information Project Location and address information of Contracted Institutions, Health Institutions and Agencies are added on the map over raysigorta.com.tr, together with Google Map information, thereby making them more easily accessible.
Information Technologies; Papatya Kartal YILMAZ Serkan ŞENTÜRK
Group Policies Project In our application speeding up the process by avoiding and eliminating the registration of the customers one by one at the stage of registration in customer cards, an excel list which contains only T.R. identity no. information of multiple customers is sufficient. Thus, T.R. identity number information, Identity Sharing System (KPS) and name and surname information are automatically inquired through web service, and first, the customers are collectively registered, and then, the customers are collectively included in the proposal, in a practical manner. This project has facilitated and speeded up the data entry process by realizing the T.R. identity no. inquiry, customer registration, and inclusion of customers in the proposal stages at a single step. Infrastructure Improvement Works Performance has been increased through improvement
works in the database systems, and rearrangement of sources in all servers. Advanced Load Balancer System Establishment Project Our systems are made operative more rapidly and in a more stabilized manner through commissioning of new technologies in 2015. To this end, a network device investment is made, and a new advanced load balancer system is purchased. This system distributes the load in agency and terminal servers according to work load, and thus, servers are used more effectively and efficiently. This device functions as a load balancer increasing performance of the applications. Load Balancing is a network method meeting such requirements as maximization of efficiency, assuring optimum use of resources, and elimination of excessive load, by distributing the work load among multiple terminal and agency servers. Network Analysis and Capacity Increase Project Furthermore, with the opNet analysis system service, a platform paving the way for analysis of performance of network traffic, also including database, terminal and agency services and for assessment of findings has been established. In addition, network capacities in agency roundtrip traffic have been increased. SSL VPN Project SSL VPN Project, initiated as a pilot application in November 2014, has been brought to a level usable by all personnel as of January 2015. Thus, our personnel are enabled to link to the computer systems from outside the company at any time needed, as if they were in the offices, without working overtime and by strictly complying with the security standards. Security Projects Through a proactive management approach, some probable threshold values are ensured to be determined before failure, and through line monitoring and security-operationcenter services, system logs have been regularly taken, and a project has been initiated for taking the required system renewal and level enhancement actions in advance before the threshold values relating to performance of devices are reached. DDoS, standing for Distributed Denial of Service, is a type of attack aiming to prevent the accessibility of systems. It may prevent access of real users to our web site. At the time of establishment of each system, certain values are estimated and forecasted for such criteria as number of users, line capacity, and number of instantaneous demands, and the system is designed so as to carry a load slightly above these values. A security project has been initiated against such and similar other attacks. In 2015, a NAC service project has been initiated with respect to network management and security. During 2016, all devices used in the company will be projected in such manner to assure data security in network or automation of security steps at the time of linking. This project aims to ensure compliance with our company’s security policies, and to maximize the data and information security in our company. By IDS/IPS services purchased from outside, the whole communication network is protected, and the systems are taken under protection against all attacks and unauthorized access attempts from internet. Thanks to IDS/IPS service, the sources and contents of attacks can be reported, and the attacks coming from external environment are prevented. In addition, the updates of attacked signature databases are regularly followed up, and protection is ensured against most current attacks. 47
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RAY SİGORTA SOCIAL RESPONSIBILITY PROJECTS Continuing all of its business processes with “human” focus since its first day of foundation and working to add value to lives of all its employees, policyholders and stakeholders, Ray Sigorta is carrying out its social responsibility projects for the future of its community and our country, without ever forgetting its social responsibilities. Ray Sigorta is measuring success not only with its financial operating results, but also with its goal of becoming a value creating company, as also stated in its vision.
AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING OF YEAR 2015 OF RAY SİGORTA ANONİM ŞİRKETİ 1. Opening of the General Assembly Meeting and election of the Chairman of the Meeting, 2. Reading and discussing Independent Audit Report which were prepared for the year 2015, 3. Reading, discussing and approval of the Activity Report of the Board of Directors and the Financial Statements of the year 2015,
Along with the principle of making positive effects on human lives, the “I’m a Volunteer; I’m Beside You” project has been implemented. With Ray Sigorta’s “I’m a Volunteer; I’m Beside You” project created within the frame of the “Social Active Day” project of Vienna Insurance Group (VIG), being one of the most important insurance companies of Central and Eastern Europe, it is intended to ensure that Ray Sigorta employees make a contribution to training of children with “Mental Disabilities”, an important problem of our country, on voluntary basis and make a positive contribution to social development in a business day every year.
4. Release of each of the members of the Board of Directors from their liabilities with respect to the activities and accounts of 2015,
Ray Sigorta personnel are encouraged to make a positive contribution to training of children with mental disabilities and to development of their role in social life on voluntary basis, thereby producing solutions for social problems with joint efforts and common mind.
8. Increasing the number of the Board members of the Board of Directors from 6 to 7, appointment of the new Board member for the new vacant board membership and determination of the term of office,
Employees of Ray Sigorta have participated in the project in 2015.
5. Discussing and resolving on the proposal of the Board of Directors pertaining to dividend distribution for the year 2015, 6. Appointment of the independent auditor for year 2016, 7. Approval of the appointment of the Board Member who has been appointed within the year for the vacant board membership of the resigned Board Member,
9. As per Corporate Governance Principles, submitting information to the General Assembly regarding important transactions of (i) Controlling Shareholders, (ii) Board Members, (iii) Senior Executives, (iv) their spouses and their relatives by blood and marriage up to the second degree executed with the Company and with the subsidiaries of the Company in 2015 in a manner that may cause conflict of interest; submitting information to the General Assembly regarding transactions falling under the scope of activity of the Company or of the subsidiaries of the Company executed by the abovementioned persons for their own accounts and for the account of third parties in 2015, and submitting information to the General Assembly on whether or not abovementioned persons participate in other companies dealing with similar business as unlimited liability shareholders, 10. Submission of the “Remuneration Policy” for information of the General Assembly, 11. Determination of the remuneration to be paid to members of the Board of Directors in the year 2016, 12. Wishes and Closing.
RAY SİGORTA A.Ş. DIVIDEND DISTRIBUTION POLICY (*) Principles regarding Dividend Distribution Policy of Ray Sigorta A.Ş. (the “Company”) are stated as follows: 1) Dividend distribution practices are subject to the relevant provisions of the Turkish Commercial Code, Capital Markets Legislation, Tax Legislation and Articles of Association of the Company. 2) The dividend shall not be distributed so long as the portion of the accumulated losses, if any, exceeding the total amount of (i) legal reserves including share premiums, (ii) retained earnings, and (iii) equity inflation adjustments excluding inflation adjustment to share capital, are not deducted from the net profit amount. 3) As a principle the Company distributes dividends. However, dividend distribution proposal to be submitted to the General Assembly shall be determined by taking into account financial conditions, liquidity, investment strategies, funding needs and net distributable profit amount of the Company and macro economic conditions and regulations affecting the dividend distribution. In the event that it is not proposed to conduct a dividend distribution, the reason behind shall be submitted to the information of shareholders at the General Assembly Meeting. In the event that a distribution is proposed to the General Assembly, the amount to be distributed shall not be less than 20 % of the net distributable profit amount. 4) Dividends may be distributed as cash or as bonus shares or as a combination of cash and bonus shares. In the event that the dividend is decided to be distributed as cash, it may be paid in instalments in accordance with the provisions of the Capital Markets Legislation 5) Dividend distribution dates shall be determined by the General Assembly in a manner to commence no later than the end of June of any given year in which the Company decides to distribute dividends. 6) Since there is no provision regarding the distribution of advance dividends in the Articles of Association, there won’t be any advance dividend distribution. This Dividend Distribution Policy enters into force upon approval of the General Assembly. Any amendments related to the Policy are subject to the approval of the General Assembly. ( * ) Profit Distribution Policy has been approved at the Ordinary General Assembly Meeting held on 31.,3.2014. 49
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2015
FAALİYET RAPORU
Behind the scenes, there is a meticulous approach.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS The “Regulation on Internal Systems of Insurance, Reassurance and Pension Companies”, no. 26913, dated 21 June 2008, published by the Republic of Turkey, Prime Ministry, Treasury Undersecretariat has set down the procedures and principles pertaining to Internal Control, Risk Management and Internal Audit systems to be established in insurance and reassurance companies founded in Turkey, and in branch offices in Turkey of insurance and reassurance companies founded in foreign countries, and in pension insurance companies, and with regard to their modus operandi. According to this Regulation, the companies are under obligation to establish, operate and develop adequate and effective internal systems, in all of their regional directorates and organization units, within the frame of procedures and principles specified in the regulations put into effect in connection therewith, in compliance with the scope and structure of their activities and fit to the changing conditions, with a view to monitoring and controlling the risks they are exposed to. Within the frame of this Regulation, the risk management system activities assuring the identification, measurement, monitoring and control of the risk exposures through policies, codes of practice and limits determined for the purpose of monitoring, controlling and if required, changing of the risk and return structures and accordingly, the nature and level of activities contained in the future cash flows of the company and in the internal control activities are carried out by the Internal Control and Risk Management Department with the intention of operation and development of the internal control system efficiently, adequately and appropriately.
RISK MANAGEMENT AND INTERNAL CONTROL ACTIVITIES Pursuant to the “Regulation on Internal Systems of Insurance, Reassurance and Pension Companies”, a director responsible for Internal Systems also covering Risk Management and Internal Control Systems has been appointed in our Company’s Board of Directors.
Internal Control; Mert DİKMEN • Motor Underwriting; Elçin ÖKSÜM • Internal Control; Serhan HERSEKLİ,
Furthermore, with a view to supervising the efficiency of risk management process practices, and taking joint decisions with regard to our Company’s risk profile and risk strategy, and risk level and risk limits that may be assumed by our Company, a Corporate Risk Management Committee is established under chair of the General Manager and in coordination with the Risk Management and Internal Control Manager.
Risk Management activities aim to integrate the Risk Management System to the Company’s existing functions and processes, and to ensure that the Risk Management System is applied as a whole in the Company, and by creating a risk culture throughout the Company, to protect the capital structure, to assure an effective and efficient capital management, to accurately manage the risks identified in the process of achievement of objectives of the Company, to reinforce the planning and decision making processes, and to enhance the added value of the activities. In line with these targets, our Company’s risk management activities are being carried out by the Risk Management and Internal Control Department in accordance with the applicable laws and according to the following criteria:
- To determine the risk management policies and codes of practice on the basis of risk management strategies; - To ensure that risk management policies and codes of practice are implemented and are complied with; - To ensure that risks are detected and identified and adequately assessed before a process is started; - To participate in the process of design, selection, implementation and preliminary approval of risk measurement models, and to regularly review the models, and to make the required changes therein; - To produce reports out of risk measurement models used by the Company, and to analyze such reports; - To ensure that the digitizable risks remain within the specified limits, and to monitor the use of these limits; - To aggregate and consolidate the limits determined on unit basis separately for each risk, and to monitor the compliance of the Company with the specified limits on integral basis; - To ensure that risk measurement and risk monitoring results are regularly and timely reported to the Board of Directors or the relevant internal systems supervisor and the General Manager.
With a view to developing the existing internal control system of our Company and operating the operational risk management process, and as a part of risk management and internal control activities, 51
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the Internal Control and Risk Management department is reviewing all business processes of our Company, revising the work flow charts, determining the risk and control points specifically for the process, and testing the adequacy of controls. Work flows are revised according to the process internal
control matrix and risk map created according to the results of assessment of risks and controls relating to the process. Documents and findings created and suggestions developed specifically for each process are shared with the process owners and the Company Management.
INFORMATION ON TYPES OF RISKS AND ON RISK MANAGEMENT POLICIES APPLIED:
non-chronic risks. In the first group, mechanical equipments, electronic equipments and sudden unforeseeable losses in power exchanges are taken into consideration. In the second group, scope of contract is limited by the warranty period. Insurance is effected in accordance with the current market conditions, risk acceptance criteria and reassurance contract clauses.
Risks assessed in the measurements and modellings used in the risk management process of our Company are as follows: 1.Insurance Risk: Risks pertaining to insurance contracts refer to the inability to exactly know the probability of occurrence of the insured event, and the amount of damages to be caused by such event. As a requirement of nature of insurance contracts, said risk is random and accidental, and therefore, cannot be exactly forecasted. From the point of view of different branches, the most important criteria in determination of risks for motor vehicle accident insurance are vehicle type, age, purpose of use, service costs, owner’s profession, gender and age, and similar other factors. Three fields may be mentioned in non-motor accident insurance. They are included in the scope of liability, personal accident and accident insurances. Important points taken into consideration in determination of liability risks are subject matter of insurance, annual turnover, types of risk, statistics of previous years, scope of the region, and similar other factors. For cargo insurances, types of inventories and products, types of ship and carrier, and from where the products are carried to where, are the criteria required to be taken into consideration before identification of risks. For hull insurances, risks are generally determined and declared by the general management. This methodology is deemed appropriate, because the applications relating thereto are a few, and risk determination is specific. Fire insurances may be grouped in two separate categories, namely as industrial and personal. The insured property is assured against physical loss and fire, lightning, explosion and any other causes of damages covered by the policy. Insurance is effected in accordance with the risk acceptance criteria, conditions and clauses of insurance contract, and current market conditions. Engineering insurances are considered as contracts covering permanent risks and transient,
The most important risk carried by the Company in connection with insurance contracts is the probability of the paid damages and compensations being in excess of the reserves set aside thereinfor. The Company formulates its policy underwriting strategy according to types of accepted insurance risks and actual damages. The Company manages the said risks by policy underwriting strategy formulated by it and by reassurance agreements entered into in all branches of insurance. 2) Financial Risks: Most important ingredients of financial risk are market risk (includes currency risk, market value, interest rate risk, cash flow risk and price risk), credit risk and liquidity risk. The Company’s financial risk management activities are concentrated on variability of financial markets, and on minimization of probable negative effects of it on the financial performance of the Company. Financial risk management is effected by the Company management in line with the limits and procedures approved by the Board of Directors. a) Market Risk: i. Interest Risk: Interest risk is the risk encountered due to variations in interest rates, and this risk makes positive or negative effects on the return expected from any investment, or is effective on the indebtedness of companies, because interest rate makes direct effects on cash flows to be obtained or to be transferred to outside at the end of maturity. The Company assesses and monitors the market conditions and manages the interest risk in accordance with the procedures approved by the Board of Directors.
ii. Currency Risk: The Company is exposed to currency risk arising out of fluctuations in exchange rates due to conversion of debts and receivables in foreign currencies into Turkish Lira. These risks are followed up and limited through analysis of foreign exchange positions. The Company assesses and monitors the market conditions and manages the currency risk in accordance with the procedures approved by the Board of Directors. iii. Price Risk: Price risk refers to a probable negative change in current market price of a fixed income security in line with the changes in market interest rates. The Company assesses and monitors the market conditions and manages the price risk in accordance with the procedures approved by the Board of Directors. b) Credit Risk: Ownership of financial assets bears the risk of nonfulfillment of the conditions of agreement by the other party. The Company’s credit risk arises out of cash and cash equivalents and bank deposits, financial assets, reassurance shares in insurance obligations, receivables from reassurance companies, and premium receivables from policyholders and intermediary institutions.
3) Strategic Risks: Strategic risk refers to probable threats and risks encountered by the Company in the process of achievement of its objectives. The Company is managing its strategic risks at the Board of Directors level and as a part of strategic planning by restructuring the internal risk management policies and practices of the Company in accordance with the objectives of the Company. 4) Operational Risks: Operational risks refer to damages that may be directly or indirectly incurred due to human, system, process and external factors. Our Company is managing its operational risks by taking into consideration the results of risk-based process inspections, being a part of internal control activities, and the past-oriented operational risk data and by developing Company-wide effective controls in that direction.
The Company is following up and limiting its credit risk of financial assets and receivables arising out of insurance activities (including reassurance receivables), classified as credits and receivables, through guarantees and collaterals received and in accordance with procedures applied in selection of counterparty. c) Liquidity Risk: Liquidity risk is the risk of inability of a company to meet its funding requirements. Our Company is managing its liquidity risk by regularly monitoring the amount and maturity mismatches between its assets and liabilities.
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INTERNAL AUDIT
2015
FAALİYET RAPORU
Ray Sigorta Internal Audit Department, established in 2004, is carrying out its activities in accordance with the Internal Systems Regulation.
Behind the scenes, there are people who work for reliability.
Ray Sigorta A.Ş. Internal Audit Department holds internationally valid CIA and CRMA certificates and SMMM (CPA) certificates, being the indicators of professionalism. Through combination of business experience in insurance sector with training and knowledge directly applicable on all kinds of institutions or business circles, as confirmed by the said certificates, the professional knowledge and skills are kept and developed. Ray Sigorta Internal Audit Department has met the preliminary requirements of “VIG Auditor” authorized to conduct audits in VIG Holding companies, and is projected to participate in the program within the frame of a road map initiated since 2016. Purpose, scope, standards, structure, duties, powers, responsibilities, activities and operating principles of the Internal Audit Department are specified in the Internal Audit Regulation. Accordingly, the Internal Audit Department aims to provide assurance that our Company’s activities and operations are carried out in accordance with the applicable laws and other regulations and the internal strategies, policies, principles and goals of the Company, and to assess the efficiency of and to develop the management, control and risk management processes.
Internal Audit Department aims to provide assurance to the Board of Directors about efficiency of internal control and risk management systems, and makes suggestions aimed at early diagnosis and detection of risks. Thus, the Audit Committee is, together with the Internal Audit function, supervising the modus operandi of internal control and risk management systems. Internal Audit activities in Ray Sigorta A.Ş. are being conducted under yearly and three years’ Internal Audit Plans prepared in coordination with VIG Holding Internal Audit Division and approved by our Company’s Board of Directors. Internal Audit Department is associated directly to our Board of Directors, and is reporting to the Audit Committee of our Board of Directors. Audit reports prepared as a result of audits under a risk-based audit plan are presented to the Board of Directors and top echelon management, and may be sent to the Treasury Undersecretariat. Actions deemed necessary by our Company with regard to the audit opinions and suggestions presented in the Internal Audit reports are regularly followed up by the Internal Audit Department. Thus, a systematic approach is shown in order to assess the efficiency of, and to develop, the Internal Control and Risk Management system of our Company. Internal Audit activity results and findings are assessed by our Company’s Board of Directors and by VIG Holding through yearly internal audit activity report and findings follow-up list.
The affairs and transactions in the Internal Audit Department’s own organization are handled with an approach contributing to increase of competitive power, beyond the requirement to comply with the applicable laws and regulations. In accordance with this purpose, the framework of Internal Audit activities is determined by a systematic, continuous and disciplined approach in compliance with not only the current applicable laws, but also the generally accepted international audit standards.
Internal Audit; Kubilay BOLAYIR
Pursuant to the Solvency requirements and Internal Audit Principles published by VIG Holding, such internal audit activities as risk assessment, planning, followup of findings, documentation, and organization of joint audits, etc. are performed in cooperation and coordination with VIG Holding. However, application of corporate governance principles is related to all activities of the companies, and they are the targets which may be developed depending upon the efficiency of internal control systems. For this reason, Ray Sigorta A.Ş. 55
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COMPLIANCE WITH OBLIGATIONS OF ANTI-MONEY LAUNDERING AND COMBATING THE FINANCING OF TERORRISM The Financial Crimes Investigation Board has determined and published principles for implementation of provisions of the “Law no: 5549 on Prevention of Laundering Proceeds of Crime ”, dated 11/10/2006, and of the “Regulation on Measures Regarding Prevention of Laundering Proceeds of Crime and of Financing of Terrorism” published for implementation of the said Law. Our Corporate Policy formulated in accordance with these principles directs and leads the activities and practices of our Company. Identification of insured / policyholder / beneficiaries is required in accordance with the “Know Your Customer” principle. In the case of any information, doubt or suspicion showing that the properties being the subject of transactions executed or attempted to be executed in our Company or through our business partners may have been acquired by illegal ways or are used for illegal purposes, such transactions will be considered and treated as “doubtful transactions” and will be reported and notified in accordance with the relevant written processes. The project covering risk analysis, reporting, and assessment of results within the frame of our Company’s Corporate Policy has reached the testing stage. It is intended to be made usable in 2016.
REPORT ON COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES SECTION I Corporate Governance Principles Compliance Statement Ray Sigorta A.Ş. shows great care and diligence for compliance with the Corporate Governance Principles. All of the mandatory principles contained in the Corporate Governance Communiqué no. II-17.1 are fully complied with. Most of the non-mandatory principles are already complied with. Actions taken for compliance with the principles which are not yet implemented are also being continued. Explanations are given in the foregoing sections of this Report with regard to the non-mandatory principles. No conflict of interests has yet arisen till date with respect to the non-mandatory and non-implemented principles. Internal arrangements have been made in order to avoid conflicts of interests. SECTION II – SHAREHOLDERS 2.1. Investor Relations Department: Investor Relations Department of our Company is carrying out its activities within the frame of the relevant Communiqué. All conditions listed in article 11 of the Communiqué have been satisfied. The Investor Relations Department is performing all of its duties listed in the Communiqué in its own organization, and has not delegated any of its duties to other units or departments. Accordingly: a) The Investor Relations Department reports directly to the Company General Manager Mr. Koray Erdoğan. b) The Investor Relations Department is accessible through telephone number (+90) (212) 363 26 86, and through electronic mail addresses yatirimci.
[email protected] or investor.relations@ raysigorta. com.tr. c) The Department is headed and directed by Mr. Erhan Subaşı who holds a “Capital Market Activities Level-3 License” (License No. 206099) and a “Corporate Governance Rating License” (License No. 700859). d) The Department is further manned by Mr. Sedat Yüksel, an employee of the Company. e) Head of the Department is at the same time a member of “Corporate Governance Committee” reporting to the Board of Directors. f) The Investor Relations Department has submitted its activity report of 2015 to the Chairmanship of Board of Directors of the Company on 31st of December, 2015. g) The Department has mainly organized the
Company’s General Assembly Meeting, and replied the questions of investors, and managed the obligations of the Company arising out of capital markets, and informed the public through Public Disclosure Platform. h) During 2015, 68 questions have been asked by shareholders and other investors, and all of these questions have been replied in a short time. i) Furthermore, “Information Society Services” and “Investor Relations” sections of Internet Site of the Company are managed and kept up-to-date. 2.2. Use of Right to Information of Shareholders: During 2015, information requests of shareholders of our Company have been responded the day after at the latest. Stakeholders are kept informed about the Company through Public Disclosures of Material Events published via Public Disclosure Platform pursuant to the Communiqué of the Capital Markets Board (CMB). All of the mandatory information required to be kept pursuant to the applicable laws can be retrieved via Internet site page of our Company. Though the request of appointment of a private auditor has not been granted as a right in our articles of association, this right can be used by our shareholders holding 5% or more of shares of the Company pursuant to the provisions of the Turkish Commercial Code. However, no request has been received by our Company in connection therewith during 2015. 2.3. General Assembly Meetings: Annual Ordinary Meeting of the General Assembly of Shareholders of our Company for the year 2014 has been held in our Company’s headquarters on 31st of March, 2015. Call for the meeting has been announced in the Public Disclosure Platform on 2nd of March, 2015, and has been published in the Turkish Trade Registry Gazette on 4th of March, 2015. Documents prepared for our Annual Ordinary General Assembly Meeting, 2014 yearly Annual Report, auditor reports and the Board of Directors’ proposal for 2014 yearly profit have been presented to our shareholders for consideration twenty-one days prior to the date of General Assembly Meeting. No demand has been received from our shareholders with regard to meeting agenda prior to the General Assembly Meeting. No question has been asked by our shareholders during the Annual Ordinary General Assembly Meeting. As for the decisions of the General Assembly of Shareholders, meeting quorum is subject to 57
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provisions of the Turkish Commercial Code, and 94% of capital shares have been represented in the meeting, and open ballot has been used, and decisions have been taken unanimously. Minutes of the General Assembly Meeting have been announced in the Public Disclosure Platform in the same day, and have been published in our Company’s Official Internet Site the first business day thereafter.
Our Company’s “Profit Distribution Policy” is included in the Annual Report and in our Company’s Internet Site, and is open to access of shareholders.
of our Internet Site. All of the information contained in our own internet site are further accessible in English.
Profit of business operations of 2014 has been set off from losses of past years, and no profit has been distributed, by a decision of the General Assembly of Shareholders.
Our Company’s Articles of Association does not contain a clause stating that such decisions of the Company as split-up, and sales, purchase and lease of substantial amounts of assets, are required to be taken by the General Assembly of Shareholders. Furthermore, as our Company’s Articles of Association does not contain a clause relating to “Donations and Grants”, our Company has not made any donation or grant during 2014. Nor has a topic relating to donations and grants been included in agenda of the General Assembly meeting.
2.6. Transfer of Shares: The Company’s Articles of Association contains a clause providing that: “Acquisition by a natural person or a legal entity of shares representing 10% or more of capital, and share transfers paving the way for shareholding of a partner to exceed 10%, 20%, 33% or 50% of capital of the Company, and share transfers paving the way for shareholding of a partner to fall below the aforesaid rates are subject to a prior consent and permission of the Treasury Undersecretariat. Records made in share book in violation of this provision are null and void. The provisions of this paragraph are applicable also in the case of acquisition of voting rights by right of usufruct.” This clause is included in the Articles of Association pursuant to the Insurance Law no. 5684. Other than these legal requirements, the Articles of Association does not contain any restriction on transfer of shares.
3.2. Annual Report: The Company’s Annual Report contains all of the information specified by the Corporate Governance Principles Communiqué and other applicable laws and regulations.
The General Assembly of Shareholders is informed that the shareholders holding the control of management, the Directors, the top echelon executives and their spouses and their blood relatives and relatives by marriage up to second degree have, during 2014, not been involved in a material transaction which may lead to a conflict of interests with our Company, and not entered into business activities covered by the fields of business of our Company in their own account or in the account of third parties, and not entered into another company engaged in the same types of commercial activities as and in the capacity of a partner with unlimited liability. Furthermore, fees payable to the Members of Board of Directors have also been presented to the shareholders for approval purposes. 2.4. Voting Rights and Minority Rights: No privilege is granted on share certificates of the Company. Nor does the Articles of Association of the Company contain a clause relating to minority rights. Our shareholders have not made any demand for representation of minority rights in management. An application relating to cumulative voting system and method is not in place either. 2.5. Dividend Rights: There is not in place a privilege on participation in profit of our Company. Profit distribution principles included in the Articles of Association of our Company have been made public with the “Profit Distribution Policy” approved by our General Assembly of Shareholders on 31st of March, 2014.
SECTION III – TRANSPARENCY
PUBLIC
DISCLOSURE
AND
3.1. Corporate Internet Site and Its Contents: Our Company’s official internet site is located at the address of www.raysigorta.com.tr. The Investor Relations section of internet site of our Company contains the Basic Information of Company also including the Shareholding Structure of our Company, as well as Articles of Association, information on General Assembly Meetings, information on Directors and on Committees of Board of Directors, our Annual Reports, Financial Statements and Independent Audit Reports, Ethical Rules, Company Policies, Corporate Governance Principles Compliance Report, disclosures published through Public Disclosure Platform, and information about Authorized Signatories. Pursuant to Article 1524 of the Turkish Commercial Code, our internet site is open to access by everyone, and is providing its services pursuant to the legal obligations. Pursuant to the “Regulation on Internet Sites To Be Opened By Capital Companies” published by the Republic of Turkey, Ministry of Customs and Trade, the allocation services for our Company’s information are being received from the Central Registry Agency. The Company data and information kept by the Central Registry Agency can be retrieved through “Information Society Services” and “Public Disclosures of Material Events” sections
SECTION IV – STAKEHOLDERS 4.1. Information of Stakeholders: Shareholders, investors, financial institutions, our agencies and other suppliers, constituting our stakeholders, can retrieve all information about our Company through our internet site, in addition to public information, legal arrangements and public disclosures of material events. Mechanisms needed by our stakeholders to report the Company’s unlawful and unethical acts and actions to the Corporate Governance Committee and the Audit Committee operating in the organization of the Board of Directors have been established. The Company employees have access to Company information, regulations, information on sector of the Company, and training activities through the Company Portal. Our most important distribution channels, i.e. “Agencies” and “Brokers”, have access to information about the Company practices, applicable laws, and products through the Company Portal. In addition, our Technical Units and Sales / Marketing Departments organize meetings with them with certain intervals, in order to get their contributions to applications and regulations in line with their demands. 4.2. Participation of Stakeholders in Management: Our Articles of Association does not contain a clause pertaining to participation of stakeholders in the Company management. As our Company is operating in the insurance sector and its fields of business cover operations which require a certain competence and specialization, it is believed that it is not easy to ensure participation of stakeholders in management / to get contributions of stakeholders for management. In meetings held with our Company Employees, business partners, Agents and Brokers, opinions are exchanged about the Company activities and operations. Results, suggestions and demands of such meetings are discussed in meetings of the Board of Directors and the Management Board of the Company.
4.3. Human Resources Policy: Our purpose is to ensure that our Company’s human resources potential is effectively and efficiently planned, managed, continuously developed and improved, and the existing energy is released and is directed in line with the goals and targets of our Company. To this end, we are carrying out an objective and competence-based recruitment and placement process aiming to place the right person in the right job within the frame of our basic values and along with the goals and targets of our Company. Accordingly, we are organizing orientation and development trainings in order to speed up the adaptation of our newly recruited employees to our corporate structure, and to build up their professionally needed infrastructure. Through a Goal and Competence based “Performance Management” process, we are encouraging our employees to work towards the Company goals and to focus on the same goals. This process announced to our employees through “Performance Management Regulation” is comprised of goal setting, monitoring, assessment and feedback stages. This type of performance management process aims to ensure that the employees are assessed and rated objectively, and such results of the system as promotion, wage, development and career planning are planned effectively and accurately. Both the Company strategies and the changing and developing needs of our customers show to us in which direction we must develop our competences and specializations. Along with these needs and requirements, we are providing continuous development trainings to our employees and business partners. Our Company’s Human Resources Department is performing its job duties within the frame of the following Human Resources policies: - In human resources, no discrimination is made for race, ethnical origin, nationality, religion and gender, and equal opportunities are provided to persons under equal conditions, and wages and promotions are based on performance and productivity, and an open door policy is applied. - Only those who have professional qualifications required for performance of the job duties are elected as managers. - In the premises, a safe and healthy working atmosphere and a career development opportunity are provided to the employees. Details of our human resources policies are also included in our ethical rules made public. 59
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No representative is appointed in our Company for handling the relations with employees. The Human Resources Department manages the relations between the Company executives and employees, and all our employees are working in open and transparent communication with the executives and managers of the Company. Duties and responsibilities of all employees are determined in their job definitions and are within the knowledge of the employees.
which have business relations with us, and we do our best in order to perform our obligations in a timely manner. - We aim to establish a long-term and stabilized cooperation with all persons and entities which have business relations with us, and we strictly protect their confidential information as well. - We compete only in legal and ethical fields, and avoid unfair competition.
No complaint has been received from employees with regard to discrimination in the Company.
In the course of its business activities, our Company endeavors to fulfill and perform its responsibilities relating to prevention of environmental pollution and protection of natural assets and resources.
4.4. Ethical Rules and Social Responsibility: Our Company’s ethical rules have already been published in our internet site. Our executives and employees comply with these basic values in all kinds of their relations and affairs, and do their part in order to maximize the prestige and reputation of shareholders. As a part of our corporate governance policy, we are working with organization models supporting the management of our individual and corporate risks with a continuously increasing efficiency. All employees of the Company perform their job duties in accordance with the ethical rules approved by our Board of Directors. Our general ethical rules are listed herein below, and it is the responsibility of our Company’s Ethical Committee to supervise the implementation of our ethical rules approved by our Board of Directors, and to continuously revise, review and assess the same, within the frame of rules determined in the Company’s Ethical Committee Regulation. Our general ethical rules are as follows: - The Company carries out its business activities in accordance with the applicable laws and regulations, articles of association, internal bylaws and regulations, and policies of the Company. - Unrecorded activities are forbidden. All business records are required to be accurate, true and consistent. - Confidential information and trade secrets of the Company and all data and information about its customers are kept in strict confidence. - Our employees are completely and accurately informed about their rights and interests, and we aim to provide them with a healthy, safe, secure and productive working atmosphere. - We act sensitively in activities for protection of democracy, human rights and environment, and try to play a role in appropriate activities. - We give timely, accurate and complete information about our strategies, investments, risk profile and financial statements both to our shareholders and in our public disclosures. - We behave fairly and respectfully to all our business partners, suppliers and other persons and entities
During the subject period, no action for damages has been brought forward against our Company due to environmental damages. Managing all of its business processes on its focal point of “human” and working for adding value to lives of its employees, policyholders and all of its stakeholders since its first day of foundation, Ray Sigorta is dealing with various social responsibility activities serving for the future of our community and country, without ever forgetting its social responsibilities. Ray Sigorta is measuring its success not only with its financial results, but also with its goal of being a value creating company, as also specified in its vision.
Commercial Code and the Capital Markets Laws and Regulations. The Insurance Law no. 5684 provides that: “Board of directors of insurance companies and reassurance companies cannot consist of less than five directors, including General Manager. General Manager is a natural member of the Board of Directors.” Accordingly, Company General Manager
is at the same time serving as a member of the Board of Directors. In our Company, different persons are assigned as Chairman of Board of Directors and as General Manager. Our Company’s Directors are identified herein below with their curriculum vitae and with the distribution of duties.
Full Name
Appointed on
Position
Committee
Martin Simhandl
12.04.2011
Chairman of the Board of Directors
Member of Corporate Governance Committee Member of Early Identification of Risk Committee
Holds a degree in Law. He has held various offices within the organization of Vienna Insurance Group AG between 1985 and 2004. He has been serving as the Member of the Managing Board, CFO of Vienna Insurance Group AG since 2004. He has no executive duties or responsibilities at the Company. Full Name
Appointed on
Position
Committee
İsmail Hakkı Ergener
18.09.2012
Deputy Chairman of the Board of Directors Independent Member
Chairman of the Audit Committee Chairman of the Corporate Governance Committee Chairman of the Early Identification of Risk Committee
Holds a degree in economics.
In line with the principle of making positive effects on lives of humans, “I’m a Volunteer Beside You” project has been implemented. With Ray Sigorta’s “I’m a Volunteer Beside You” project created within the frame of “Social Active Day” project of our parent company, Vienna Insurance Group (VIG), being one of the most important insurance companies of Middle and Eastern Europe, Ray Sigorta employees are voluntarily contributing to training of “Children with Mental Disabilities”, being an important problem of our company, in one business day of year, thereby aiming to make a positive contribution to their social development.
He has served at various banks in Turkey and Europe since 1984. He has worked at Express Trade Bank between 1995 and 2007, and at Denizbank AG between 1997 and 2008, and at Eurocity Bank AG between 2012 and 2013, as CEO and General Manager. As of 2009, he has been serving as the CEO at SK Danube AG.
It is aimed to ensure that Ray Sigorta personnel make contribution on a volunteer basis to training of children with mental disabilities and to development of their role in social life, thereby finding solutions for social problems with joint efforts and common mind.
He has no executive duties or responsibilities at the Company.
SECTION V – BOARD OF DIRECTORS 5.1. Composition and Organization of Board of Directors: The business affairs of our Company are directed by a Board of Directors consisting of six directors elected by the General Assembly of Shareholders within the frame of pertinent provisions of the Turkish
Full Name
Appointed on
Position
Committee
Josef Aigner
29.03.2013
Member
No Membership In Any Committees
Holds a degree in Chemistry. He has served at the Allianz Insurance Group between 1995 and 1999, and at Vienna Insurance Group AG between 2000-2007. He has been serving as the Head of Corporate Business Department of Vienna Insurance Group AG since 2007.
Full Name
Appointed on
Position
Committee
Gerald Klemensich
11.06.2014
Member
Member of the Corporate Governance Committee Member of the Early Identification of Risk Committee
He has served as Shipping Surveyor and Claims Examiner at various insurance companies between 1993 and 1995. He has held various offices within the organization of Vienna Insurance Group AG between 1995 and 2004. Since 2007, he has been serving as a Senior Executive in Reinsurance Department of Vienna Insurance Group AG, and a member of the board of directors of Wiener RE. He has no executive duties or responsibilities at the Company. 61
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Full Name
Appointed on
Position
Committee
Stefan Waldner
15.10.2014
Independent Member
Member of the Audit Committee
He holds degrees in Economics and Business Administration. He holds a master’s degree on Social Economic Sciences. Between 2000 and 2005, he has served as Investment Banking Analyst and associate at Merrill Lynch International, London. He has served as a senior executive at OMV Aktiengesellschaft, Vienna between 2005 and 2014. Since 2011, he has been serving as a Member of the Board of Directors of OMV Petrol Ofisi A.S. He has been serving as the CFO and the Member of the Executive Board at OMV Petrol Ofisi A.S. as of 2014.
Full Name
Appointed on
Position
Committee
Koray Erdoğan
01.08.2015 *
Member and General Manager
No Membership In Any Committees
He holds degrees in International Relations. He holds a master’s degree on Administrative Sciences from Carnegie Mellon University. He has served as Insurance Auditing Specialist in Insurance Auditing Board of the Undersecretariat of Treasury. He appointed as a Deputy Chairman of the Board in 2009. He has started to serve as a Member of Management Board and Director of Financial and Administrative Affairs at Ray Sigorta A.S. in 2011. He has been appointed as the Deputy General in 2014. He has been a lecturer in Hacettepe University, Department of Actuary since 2010.
The Members of the Board of Directors Who Withdrawn During the Period: Mehmet Levent ŞİŞMANOĞLU
Member and General Manager on
This year, other than the General Manager, none of the directors has retired from office. No discussion has been held about this subject matter in the Corporate Governance Committee performing the duties of the Nomination Committee. Other than the General Manager, all of the Members are non-executive members. Assumption by the Members of other job positions outside the Company has not been conditioned upon certain rules and limitations, and accordingly, non-executive members of the Board of Directors have assumed different job positions in the group companies other than the Company. However, our Members are sparing adequate time for the Company business affairs, and are using their powers within the frame of good faith rules and with all kinds of information needed for full performance of their job duties in the Company. A female Member has taken office in our Company between 2011 and 2012. She has resigned in 2012. At present, our Company’s Board of Directors does not contain a female member. Term of office of our existing
July 31, 2015
Directors will expire in 2017. Our Board of Directors has not yet made any planning in connection therewith. 5.2.Operating Principles of Board of Directors: Article 18 of our Articles of Association states that the Board of Directors is required to meet at least 4 times a year. In addition, unless a physical meeting is demanded by any one of the directors, the Board of Directors may take its decisions without holding a physical meeting by taking a written consent of at least majority of full number of its directors for a motion for resolution of any one of the directors on a certain subject matter. The matters to be discussed in the meetings will be determined in the form of an agenda by the Chairman of the Board of Directors before the meeting. However, demands of the Members are also taken into consideration in determination of meeting agenda. Meeting agenda is notified to the Members in writing no later than 15 days prior to the date of meeting. During 2015, our Board of Directors has met 4
times. Meetings of the Board of Directors have been held by full participation of members. None of the Members is an absentee. Till date, all decisions of the Board of Directors have been taken by unanimous vote of the Members present in the meeting, and no dissenting opinion has been expressed on subject matters discussed and contradicted in the meeting. Furthermore, as the Members are continuously consulting with each other, no question required to be noted in the meeting records has been raised in the meetings. No weighted voting right or negative veto right has been provided to the Members. No insurance has been taken out for damages that may be incurred by the Company due to faults of the Members in performance of their job duties. 5.3. Number, Composition and Independence of Committees Organized Under Board of Directors: In our Company, with a view to ensuring that the Board of Directors performs its job duties and responsibilities in a healthy manner, and in accordance with the current applicable laws of CMB, an Audit Committee, a Corporate Governance Committee and an Early Identification of Risk Committee have been established. 1) Audit Committee: Committee members are: a) İsmail Hakkı Ergener Chairman b) Stefan Waldner Member Pursuant to the communiqués of CMB, the Audit Committee members are persons having the qualifications required for performance of their job duties, and are elected from among the non-executive independent members of our Board of Directors. As per the Internal Bylaws, the Audit Committee supervises the effects of operations of the accounting and financial reporting system, disclosure of financial information and reports to public, and operations of independent audit and internal control system. One of its job duties is to prequalify and select an Independent Audit Firm and to present it to the opinions of the Board of Directors. The Audit Committee is carrying out its activities in accordance with the “Audit Committee Directive” regulating its operating procedures and principles, and meets at least 4 times a year, and presents the meeting results to the Board of Directors in writing. The Committee has met 4 times during 2015. Before the General Assembly meeting, the Committee has selected a new independent audit firm and presented its selection to the Board of Directors for consideration. The Committee has conducted the first inspection of the quarterly financial statements, and has presented the same to the approval of the Board of Directors with its assent.
2) Corporate Governance Committee: Committee members are: a) İsmail Hakkı Ergener Chairman b) Martin Simhandl Member c) Gerald Klemensich Member d) Erhan Subaşı Member (Investor Relations Director) Corporate Governance Committee members are elected from among the non-executive members of the Board of Directors pursuant to the regulations of the Capital Markets Board, providing that the Committee Chairman is an independent director, and the Investor Relations Director is appointed by a decision of the Board of Directors. The Committee is comprised of 4 members. Though it does not have any minimum number of meetings, it can meet if and when deemed necessary pursuant to the Internal Bylaws. Within the frame of its operating procedures and principles specified in the Corporate Governance Committee Directive, the Corporate Governance Committee is under obligation to check and determine whether the Company complies with the “Corporate Governance Principles” published by the Capital Markets Board or not, and if not fully complied with, to determine the reasons of noncompliance, and to identify the probable risks that may emerge as a result of and/or with regard to non-compliance of the Company with the principles, also including the risk of conflict of interests, and to make recommendations for improving compliance with the Corporate Governance Principles and the practices relating to such principles, and also to perform the functions of Nomination Committee and Remuneration Committee regulated by the Corporate Governance Principles published by CMB. The Corporate Governance Committee has met once during 2015. In this meeting, compliance of the Company with the Corporate Governance Principles has been reviewed. 3) Early Identification of Committee members are:
Risk
a) İsmail Hakkı Ergener b) Martin Simhandl c) Gerald Klemensich
Committee:
Chairman Member Member
Early Identification of Risk Committee is comprised of three members, providing that its chairman is an independent director. Duties of the Committee have been determined by the Directive. The Committee is under obligation to detect at an early stage the risks which may endanger the existence, development and continuity of the Company, and in the case of detection of such risks, to make suggestions to the Board of Directors for the actions required to be taken for management of risks. 63
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The Committee meets once every two months. This Committee has met 6 times during 2015. Reports issued by Internal Control and Risk Management and Internal Audit departments of the Company have been discussed, and the considerations of the Committee about the existing and probable risks have been reported to the Board of Directors and the Executive Units of the Company. Actions taken as such have been reviewed in the next meeting. Members of these three committees have been elected from among the non-executive members of the Board of Directors, other than the Investor Relations Department Director in the Corporate Governance Committee. As the number of nonexecutive members of the Board of Directors is five, the same member is required to take office in more than one committee, and the same member’s taking office in more than one committee does not make any negative effect on conduct of activities. 5.4. Risk Management and Internal Control Mechanism: The “Regulation on Internal Systems of Insurance, Reassurance and Pension Companies” published by the Republic of Turkey, Prime Ministry, Treasury Undersecretariat in the Official Gazette edition 26913 on 21st of June, 2008, deals with the Internal Control, Risk Management and Internal Audit Systems to be established in the organization of insurance and reassurance companies founded in Turkey, and insurance and reassurance companies founded in foreign countries, and branches in Turkey of insurance and reassurance companies founded in foreign countries, and pension companies, as well as the procedures and principles of operation of them. According to this Regulation, companies are under obligation to establish, operate, run and develop adequate and effective internal systems, together with all regional directorates and units, fit to the scope and structure of their activities and fit to the changing conditions, within the frame of procedures and principles specified in the regulations pertaining thereto, with a view to monitoring and controlling their risk exposures. Within the frame of this Regulation, our Company’s Internal Control mechanism has been designed from the point of view that internal control activities constitute a part of all daily activities of the Company. Our Company’s risk management activities aim to integrate the Risk Management system with our Company’s existing functions and processes, and to ensure that this system is implemented as a whole in the Company organization, and to protect the Company’s capital structure by establishing a risk culture in the Company in general, and to assure an effective and efficient capital management, and to reinforce the planning and decision making processes
and to increase the added value of activities through correct management of risks detected in the course of achievement of the goals and targets of the Company. Accordingly, it is essential to take care of using methodologies which are best fit to the intended purposes. Internal Control and Risk Management activities are directly managed and directed by the General Manager. Results of Risk Management and Internal Control activities are regularly reported to the Early Identification of Risk Committee, the Director in charge of Internal Systems, and the General Manager. 5.5. Strategic Goals of Company: In the light of economic developments of the past three years, the Company’s Control and Planning Department prepares the budget figures jointly with sales, marketing, technical units and reassurance, damages, human resources, information technologies, and administrative affairs departments. These budget figures are subject to preliminary approval of the Management Board. The Board of Directors meets once a year in order to determine the strategic goals of the Company. In addition to the Management Board members, the department managers and executives deemed necessary are also included in this meeting. Strategic goals determined therein are revised over the budget figures of 3 years, and the final targets and figures are approved in the next meeting of the Board of Directors. Activities and performance of the past year are revised in a meeting of the Board of Directors held in the first half of the next year. The degree of achievement of strategic goals is scrutinized. Furthermore, the Board of Directors holds quarterly discussions on performance of the past period. In this aspect, the Control and Planning Department of the Company is the major assistant of the Board of Directors. Performance of the Company is reported by this Department on monthly basis.
In determination of financial rights of the Members, the Company’s performance records are taken into consideration. In remuneration of the independent members of the Board of Directors, share options or performancebased payment plans are not used. Fees paid to the independent members are required to be in compliance with the criterion of protecting their independence. The Company cannot lend money or make any credit facility available to its Members. Our Members do not directly or indirectly borrow cash or non-cash credits from our Company. Nor are any personal guarantees or other types of guarantees given in favor of the Members. Wages and premiums paid by the Company to its Top Echelon Executives are determined by the Board of Directors. The Company’s performance is taken into consideration in determination of financial rights of the Top Echelon Executives of the Company. Fees payable to the Members constitute an agenda topic of the General Assembly Meeting, and can be seen in minutes of General Assembly Meeting. In addition, payments made to the Members and the Management Board Members are included in annual report and in footnotes of financial statements without any reference to individuals. Disclosure of payments made to the General Manager and the Management Board Members on personal basis is considered under the “Trade Secrets”. Disclosure of personal rights and benefits of top echelon executives may lead to exposure and disclosure of the Company strategy and to elimination of competitive strength in the Human Resources market. For this reason, payments made and benefits provided to the General Manager and the Management Board Members are not disclosed on personal basis.
5.6. Financial Rights: As specified in our Company’s Articles of Association, remunerations and fees paid to our Members in consideration of their services in the Board of Directors are determined by the General Assembly of Shareholders. Amounts of payments for the past years have already been presented to the General Assembly of Shareholders and are included in the annual report as well. In addition, there is a “Remuneration Policy” formulated by our Board of Directors. This policy is published in our Internet Site. Data relating to all financial rights provided to the Members and other top echelon executives is given in our annual report. 65
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2015
FAALİYET RAPORU Behind the scenes there are people with a fair and honest approaches.
RAY SİGORTA AŞ. 31 DECEMBER 2015 FINANCIAL STATEMENTS TOGETHER WITH INDEPENDENT AUDITORS’ REPORT THEREON
Controlling & Planning; Ersun ERSİPER Finance&Accounting; Mustafa ÖNDER
25 FEBUARY 2016 This report includes 2 page of independent auditors’ report and 78 pages of financial information together with their explanatory notes 67
