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EREĞLİ IRON AND STEEL WORKS, INC.<br />
1. Period of the Report<br />
01/01/2008-31/12/2008<br />
BOARD OF DIRECTORS’ ANNUAL REPORT PREPARED IN<br />
ACCORDANCE WITH THE COMMUNIQUÉ SERIAL:XI, NO:29<br />
2. Title of the Association<br />
EREĞLİ IRON AND STEEL WORKS, INC.<br />
3. Members of the Board of Directors and Auditors<br />
Page: 1<br />
According to the Turkish Trade Act and related regulations, the elections of the Board of<br />
Directors and Auditors are executed by the General Assembly within the framework of the<br />
Articles of Association. The changes during the period are made by the decisions of Board of<br />
Directors for members of Board of Directors, and by the Board of Auditors for members of the<br />
Board of Auditors, as to be approved in the next regular general assembly. The company’s<br />
2007 Regular General Assembly has been executed on 31.03.2008.<br />
Members of the Board of Directors as of 31.12.2008:<br />
Board of Directors Title Effective from<br />
Şerif Coşkun ULUSOY Chairman (3 years) 27/02/2006<br />
Mehmet Aydın<br />
MÜDERRİSOĞLU<br />
Deputy Chairman (3 years) 27/02/2006<br />
Arzu Hatice ATİK Board Member (3 years) 26/02/2008<br />
Celalettin ÇAĞLAR Board Member (2 years) 27/02/2006<br />
Ergün Oktay OKUR Board Member (2 years) 27/02/2006<br />
Ali Caner ÖNER Board Member (2 years) 27/02/2006<br />
Dinç KIZILDEMİR Board Member (1 year) 27/02/2006<br />
Ertuğrul AYDIN Board Member (1 year) 31/03/2008<br />
Oğuz Nuri ÖZGEN Board Member (1 year) 17/07/2006<br />
Changes in the Board of Directors within the Period<br />
On 25.02.2008, Arzu Hatice ATİK was elected as a member of the Board of Directors, in<br />
place of Gülefşan DEMİRBAŞ. On 31.03.2008, in the 2007 Regular General Assembly,<br />
Ertuğrul AYDIN was elected as a member of the Board of Directors, in place of Halil Cem<br />
KARAKAŞ.<br />
Members of the Board of Auditors as of 31.12.2008:<br />
Board of Auditors Title Effective from<br />
Fatma CANLI Auditor (3 years) 22/03/2007<br />
Ali Güner TEKİN Auditor (2 years) 31/03/2008
EREĞLİ IRON AND STEEL WORKS, INC.<br />
BOARD OF DIRECTORS’ ANNUAL REPORT PREPARED IN<br />
ACCORDANCE WITH THE COMMUNIQUÉ SERIAL:XI, NO:29<br />
Changes in the Board of Auditors within the Period<br />
Page: 2<br />
On 31.03.2008, in the 2007 Regular General Assembly, Ali Güner TEKİN, was elected as a<br />
member of Board of Auditors for 2 years, in place of Dilek SADIKOĞLU.<br />
Members of the Board of Directors’ and Auditors’ Authorities and Limits<br />
The Chairman and the members of the Board of Directors and Auditors possess duties and<br />
authorities set out in the Turkish Trade Act’s relevant legislations and the Articles of<br />
Association.<br />
4. Executive Management<br />
Executive Management Title Effective from<br />
Oğuz Nuri ÖZGEN President and Chief Executive Officer 13/07/2006<br />
Esat GÜNDAY Executive Vice President (Operations) 13/07/2006<br />
Ahmet Samim ŞAYLAN Executive Vice President<br />
(Human Resources and Admin. Affairs)<br />
13/07/2006<br />
Halil Cem KARAKAŞ Executive Vice President<br />
(Chief Financial Officer)<br />
28/08/2007<br />
Günhan BEŞE Executive Vice President<br />
(Sales and Marketing)<br />
13/07/2006<br />
Ozan BEKÇİ Executive Vice President<br />
13/07/2006<br />
(Raw Materials and Procurement)<br />
İsmail Hakkı GÜROL Executive Vice President<br />
(Technical Services and Investment)<br />
Changes in the Executive Management within the Period<br />
None.<br />
5. Compliance With The Corporate Governance Principles<br />
13/07/2006<br />
Corporate Governance Principles; published by Capital Markets Board and noted in 2008<br />
Annual Activity Report were complied and applied also in between 01/01/2008 – 31/12/2008.<br />
6. Amendments in The Articles of Association<br />
The amendments made to the Articles of Association of Ereğli Iron and Steel Works Inc.<br />
during the previous years have negatively affected the integrity of the language used therein.<br />
Whilst efforts were dedicated to establish a language consistency, it has been considered that<br />
simplifying the language of the Articles of Association would be beneficial for both our<br />
partners and investors.<br />
On the other hand, it has been observed that amendments made to the Articles of<br />
Association in the course of time to comply with the changing legislation have interfered with<br />
the orderly arrangement thereof. Therefore, it has been considered important to redraft the<br />
Articles of Association in a systematic manner in line with the applicable legislation.
EREĞLİ IRON AND STEEL WORKS, INC.<br />
BOARD OF DIRECTORS’ ANNUAL REPORT PREPARED IN<br />
ACCORDANCE WITH THE COMMUNIQUÉ SERIAL:XI, NO:29<br />
Page: 3<br />
And also the increase in the number of legislative amendments in recent years has made it<br />
mandatory to restructure the Articles of Association in a manner that would be more in<br />
compliance with the Capital Markets legislation and other commercial regulations.<br />
Nevertheless, on 27.04.2007, our Company’s registered capital of 700.000.000 TL was<br />
exceeded in accordance with the concerning Capital Markets regulations and Capital Markets<br />
Board’s authorization and our issued capital reached to 844.018.500 TL by own sources. So,<br />
increasing the amount of the recorded capital ceiling of our Company to 5.000.000.000 TL by<br />
making the Articles of Association Amendment at the first coming shareholders’ meeting<br />
became compulsory.<br />
Consequently, at the Shareholders’ Meeting held on 31.03.2008, our Company’s Articles of<br />
Association has been amended and harmonized with both the applicable legislation and<br />
Capital Markets Board’s decisions, the language used therein has been simplified and a<br />
systematic structure has been restored and new article headings has been inserted.<br />
7. The Nature and Amount of Issued Capital Market Instruments<br />
None.<br />
8. Significant Changes Occurring in the Environment the Company Operates in and<br />
the Policies the Company Applies Against Those Changes<br />
None.<br />
9. Information on the Business Sector of the Enterprise<br />
World has conserved its supply and demand force until September 2008. Increases in raw<br />
material costs led to rise in steel prices, thus record high increases continued up to mid of<br />
September. However, economic crises that break out from USA have extended globally. It<br />
caused a monetary pressure on steel manufacturers and production cuts as well as negative<br />
approaches throughout the markets. These have resulted in a reduction in steel demand.<br />
Naturally, steel producers went for production cuts, which expanded stocks and caused<br />
record-low decreases in prices. Having such incidents, world crude steel production remained<br />
at 1.330 million tons which indicates a 1,1% decrease when compared to 2007.<br />
Throughout 2008, China has preserved her foremost place in crude steel production by 502<br />
million tons and manufactured 37,7% of world’s output. In 2008, Turkey has preserved her<br />
eleventh place by 26,8 million tons with a crude steel production increment by 4,1%. Among<br />
Turkey’s production of 26,8 million tons, 19,8 and 7 million tons were produced in electrical<br />
arc furnaces and in integrated plants respectively.<br />
10. Emphasis of the Enterprise within the Sector<br />
In 2007, Erdemir Group has produced 5,37 million tons of crude steel. By doing so, it has<br />
taken 57 th place globally and 17 th Europe-wide along with 8 th position within EU-27. In 2008,<br />
there has been an increase of 11,3%, compared to 2007 with a crude steel production of 5,98<br />
million tons. By the end of 2008, the crude steel production at Ereğli Plants has been around<br />
2007 level; approximately 3.124 thousand tons. Regarding the crude steel production at
EREĞLİ IRON AND STEEL WORKS, INC.<br />
BOARD OF DIRECTORS’ ANNUAL REPORT PREPARED IN<br />
ACCORDANCE WITH THE COMMUNIQUÉ SERIAL:XI, NO:29<br />
Page: 4<br />
İskenderun Plants, the output has increased 27,4% compared to the 2007 and reached up to<br />
2.851 thousand tons.<br />
In the result of global financial crisis there has been a general downward spiral trend<br />
respecting the real sector during the fourth quarter of 2008. In spite of declining conditions,<br />
Erdemir has performed thriving outcomes in terms of management. This achievement is due<br />
to Erdemir’s dynamic administrative approach and rapid reaction in the sense of<br />
implementation. Such an attitude has immensely to do with accurate analyses of market<br />
conditions as well as taking appropriate steps and opportune measures.<br />
11. Research and Development Activities<br />
Research and Development Activities within the period are as follows:<br />
- The production and development of API 5CT K55 petroleum casing tube grade<br />
(TÜBİTAK-TEYDEB Project)<br />
- The production and development of dual phase steel grade (TÜBİTAK-TEYDEB<br />
Project)<br />
- The production of 100 mm. thick plates from 200 mm. slabs (TÜBİTAK-TEYDEB<br />
Project)<br />
- The production of steel grades having deep drawing and extra deep drawing<br />
properties in hydrogen batch annealing process (TÜBİTAK-TEYDEB Project)<br />
- The production of X-70 petroleum and natural gas pipe line steel grade in<br />
reversible hot rolling mill process (TÜBİTAK-TEYDEB Project)<br />
- The construction of Highly Efficient and Automation Controlled Normalizing<br />
Furnace (TÜBİTAK-TEYDEB Project)<br />
- The production and development of Gr50-60-70-80 steel grades according to<br />
ASTM A 656 standard<br />
- The production and development of alternative DC04 ED enameling steel grade<br />
according to DIN EN 10209 standards, having improved aging properties<br />
- The production and development of electric steel grades having high silicon<br />
content<br />
- The production and development of API X80 petroleum and natural gas pipe line<br />
steel grade<br />
- The development and production of steel grades S355JO, S355K2, S355J2W<br />
(resistant to the atmospheric corrosion) produced in the concern of DIN EN 10025<br />
standard due to the requirement of structural construction companies.<br />
12. Investment Activities<br />
Throughout 2008, investments of Erdemir Group have continued at its full speed. Blast<br />
Furnace No.1 was put into commercial operation in May 30, at the Ereğli Plants. This<br />
investment was an endeavor of pure Erdemir engineering. Additionally, Plate Sandblasting<br />
and Painting Facility was put into commercial operation on February 14, 2008. Furthermore, in<br />
the scope of Capacity Expansion Project of Erdemir Port, dock No. 3 of was put into<br />
commercial operation on February 11, 2008.<br />
Concerning the İskenderun Plants, the most remarkable investment of modernization and<br />
transformation investments is the hot rolling mill. This mill is to provide the opportunity of
EREĞLİ IRON AND STEEL WORKS, INC.<br />
BOARD OF DIRECTORS’ ANNUAL REPORT PREPARED IN<br />
ACCORDANCE WITH THE COMMUNIQUÉ SERIAL:XI, NO:29<br />
Page: 5<br />
transition from long to flat products with an annual capacity of 3.500.000 tons. The first coil of<br />
the mill was manufactured on August 2, 2008. The first slab in casting plant was manufactured<br />
on February 14, 2008. Commercial operation dates of other investments are given below:<br />
Mod. of Coke Oven Battery By-Products Plant (1st phase) February 22, 2008<br />
Constructions of Coke Oven Batteries No. 5 and No. 6 March 1, 2008<br />
Turbo Generator Modernization March 12, 2008<br />
Burnt Lime Plant No. 8 March 24, 2008<br />
Modernizations of Coal Prep. and Coke Manipulation Plants June 11, 2008<br />
Harbor Investments (1st Phase) June 28, 2008<br />
Air Separation Plant No. 7 July 7, 2008<br />
Slab Reheating Furnaces No. 1 and No.2 July 29, 2008<br />
380 kV E.T.L. and Switchgear Plant July 31, 2008<br />
Steam Boilers No. 6 and No.7 October 17, 2008<br />
Harbor Investments (Two Cargo Cranes) December 1, 2008<br />
Modernization of Ore Preparation and Blending Facility December 1, 2008<br />
Scrap Preparation Plant December 31, 2008<br />
13. Government Grants<br />
Government grants, received by Erdemir Group are as follows:<br />
(TL)<br />
01 January-<br />
31 December 2008<br />
01 January-<br />
31 December 2007<br />
Investment Allowance Grant 185.657.845 247.212.933<br />
Energy Grant 3.674.055 3.418.138<br />
Social Security Grant 476.810 472.535<br />
Tax Grant 65.915 282.970<br />
Research and Development Grant 31.026 -<br />
Total 189.905.651 251.386.576<br />
14. Business Expansion<br />
The global economic crisis has affected flat steel consumers too. As a result of this effect,<br />
Turkish flat steel consumption contracted approximately 11% in 2008 y-o-y. Despite this<br />
contraction, it is estimated that consumption increase for the last 3 years is around 5% average<br />
annually. With the ongoing effect of global economic crisis in 2009, contraction in Turkish flat<br />
steel market is expected to continue, however with the effect of possible economic revival,<br />
annual average 5% growth is expected to be reached in the next 3 years.<br />
Despite growing Turkish flat steel market, Erdemir Group’s market share dropped to 28%<br />
because Group’s capacity remained at a certain level till 2008. İskenderun Plants’<br />
transformation project from long to flat products made a significant change and Hot Rolling Mill<br />
has started commercial production with completion of implementation in the 4th quarter of<br />
2008. As a result, with the effect of increasing total flat steel capacity, 40% target market share<br />
levels are aimed in the upcoming years.
EREĞLİ IRON AND STEEL WORKS, INC.<br />
15. Production Plants<br />
BOARD OF DIRECTORS’ ANNUAL REPORT PREPARED IN<br />
ACCORDANCE WITH THE COMMUNIQUÉ SERIAL:XI, NO:29<br />
Main plants and capacities of Ereğli Iron and Steel Works Inc. are as follows:<br />
01 January-31 December 2008<br />
Capacity* Production C.U.P.<br />
(tons) (tons) (%)<br />
Coke Plant 1.039.000 998.130 96,1<br />
Sinter Plant 2.000.000 1.918.555 95,9<br />
Blast Furnaces** 3.000.000 2.793.788 93,1<br />
Melt Shop** 3.200.000 3.219.025 100,6<br />
Casters** 3.100.000 3.123.498 100,8<br />
Hot Strip Mill.1 1.150.000 1.049.528 91,3<br />
Hot Strip Mill.2 3.650.000 2.843.155 77,9<br />
Plate Mill 500.000 204.244 40,8<br />
Cold Mill.1 500.000 327.476 65,5<br />
Cold Mill.2 1.500.000 1.191.649 79,4<br />
Galvanizing Line 300.000 319.473 106,5<br />
Electrolytic Tinning Line 250.000 247.332 98,9<br />
General C.U.P % 90,3<br />
Page: 6<br />
* Annual capacity.<br />
** Capacity improvement investment at Blast Furnaces is completed. It affects also melt shop<br />
and casters capacity.<br />
Main plants and capacities of İskenderun Iron and Steel Works Co. are as follows:<br />
01 Jan.-31 December 2008<br />
Capacity Production C.U.P.<br />
(tons) (tons) (%)<br />
Coke Plant* 2.346.980 2.016.778 85,9<br />
Sinter Plant** 2.520.000 2.407.092 95,5<br />
Blast Furnaces 3.800.000 2.846.304 74,9<br />
Melt Shop 3.500.000 2.920.851 83,5<br />
Billet Casting 2.500.000 1.980.777 79,2<br />
Slab Casting 5.000.000 870.182 17,4<br />
Hot Strip Mill*** 3.500.000 140.669 4,0<br />
Wire Rod Mill 500.000 502.939 100,6<br />
General C.U.P % 57,8<br />
* Coke Plant: Total capacity of 2.346.980 tons (Met. Coke) /year in dry base<br />
** Sinter: Total capacity of the plant is 2.520.000 tons skip sinter/year.<br />
*** Hot Strip Mill: Hot strip mill has been erected and started in August 2008.
EREĞLİ IRON AND STEEL WORKS, INC.<br />
16. Products<br />
BOARD OF DIRECTORS’ ANNUAL REPORT PREPARED IN<br />
ACCORDANCE WITH THE COMMUNIQUÉ SERIAL:XI, NO:29<br />
Erdemir Isdemir Ermaden<br />
Tinplate Billet Pellets<br />
Galvanized Wire Rod - Rebar Iron Ore<br />
Cold Rolled Pig Iron<br />
Hot Rolled Slab<br />
17. Productivity<br />
Hot Rolled<br />
Main plants and capacities of Ereğli Iron and Steel Works Inc. are as follows:<br />
Page: 7<br />
01 January-31 December 2008 01 January-31 Dec. 2007 01 January-31 Dec. 2006<br />
Capacity* Production Capacity* Produc. Capacity* Produc.<br />
(tons) (tons)<br />
C.U.P.<br />
(%) (tons) (tons)<br />
C.U.P.<br />
(%) (tons) (tons)<br />
C.U.P.<br />
(%)<br />
Coke Plant 1.039.000 998.130 96,1 1.039.000 997.757 96,0 1.039.000 1.007.223 96,9<br />
Sinter Plant 2.000.000 1.918.555 95,9 2.000.000 2.015.460 100,8 2.000.000 2.013.250 100,7<br />
Blast Furnaces 3.000.000 2.793.788 93,1 2.700.000 2.774.107 102,7 2.700.000 2.820.621 104,5<br />
Melt Shop 3.200.000 3.219.025 100,6 3.000.000 3.213.315 107,1 3.000.000 3.234.976 107,8<br />
Casters 3.100.000 3.123.498 100,8 2.900.000 3.127.075 107,8 2.900.000 3.134.530 108,1<br />
Hot Strip Mill.1 1.150.000 1.049.528 91,3 1.150.000 1.078.236 93,8 1.150.000 753.717 65,5<br />
Hot Strip Mill.2 3.650.000 2.843.155 77,9 3.575.000 3.179.243 88,9 3.500.000 3.185.700 91,0<br />
Plate Mill** 500.000 204.244 40,8 500.000 228.281 45,7<br />
Cold Mill.1 500000 327.476 65,5 500.000 356.768 71,4 500.000 256.068 51,2<br />
Cold Mill.2 1.500.000 1.191.649 79,4 1.500.000 1.340.675 89,4 1.500.000 1.482.773 98,9<br />
Galvanizing Line 300.000 319.473 106,5 300.000 283.365 94,5 300.000 361.611 120,5<br />
Elect. Tinning Line 250.000 247.332 98,9 250.000 233.644 93,5 250.000 161.540 64,6<br />
General C.U.P % 90,3 97,0 97,7<br />
* Annual capacity.<br />
** Start up at September, 2006.<br />
Main plants and capacities of İskenderun Iron and Steel Works Co. are as follows:<br />
01 January-31 December 2008 01 January-31 Dec. 2007 01 January-31 Dec. 2006<br />
Capacity* Production C.U.P. Capacity* Produc. C.U.P. Capacity* Produc. C.U.P.<br />
(tons) (tons) (%) (tons) (tons) (%) (tons) (tons) (%)<br />
Coke Plant* 2.346.980 2.016.778 85,9 1.740.000 1.412.502 81,2 1.740.000 1.298.140 74,6<br />
Sinter Plant** 2.520.000 2.407.092 95,5 2.520.000 2.241.512 88,9 2.520.000 1.978.658 78,5<br />
Blast Furnaces 3.800.000 2.846.304 74,9 3.600.000 2.473.788 68,7 2.450.000 2.120.115 86,5<br />
Melt Shop 3.500.000 2.920.851 83,5 2.200.000 2.286.166 103,9 2.200.000 2.049.909 93,2<br />
Billet Casting 2.500.000 1.980.777 79,2 2.500.000 1.685.510 67,4 2.500.000 2.001.748 80,1<br />
Slab Casting 5.000.000 870.182 17,4 2.500.000 552.036 22,1 2.500.000 17.529 0,7<br />
Hot Strip Mill*** 3.500.000 140.669 4,0<br />
Wire Rod Mill 500.000 502.939 100,6 500.000 478.982 95,8 500.000 465.570 93,1<br />
General C.U.P % 57,8 71,5 68,9
EREĞLİ IRON AND STEEL WORKS, INC.<br />
BOARD OF DIRECTORS’ ANNUAL REPORT PREPARED IN<br />
ACCORDANCE WITH THE COMMUNIQUÉ SERIAL:XI, NO:29<br />
* Coke Plant: Total capacity of 2.346.980 tons (Met. Coke) /year in dry base<br />
** Sinter: Total capacity of the plant is 2.520.000 tons skip sinter/year.<br />
*** Hot Strip Mill: Hot strip mill has been erected and started in August 2008.<br />
18. Production (quantity)<br />
Final Products<br />
(000 Tons)<br />
01 Jan. -<br />
31 Dec. 2008<br />
01 Jan. -<br />
31 Dec. 2007<br />
01 Jan. -<br />
31 Dec. 2006<br />
Erdemir 4.041 4.206 3.903<br />
Isdemir 2.910 2.469 2.118<br />
Ermaden 1.740 1. 919 1.792<br />
19. Sales Expansion<br />
Page: 8<br />
In 2008, depending on the raw material cost increases and strong demand, flat product prices<br />
keep upwards approximately 70-100% on various product groups in different regions and<br />
reached a record level in July 2008. Hence the economic crisis outbreak in USA and spreading<br />
with an enormous influence on world economies, steel users face up to cash shortages,<br />
production cuts and market tailspin caused contraction in steel demand. Under these<br />
circumstances, flat product prices slipped away 45-70% from July 2008 to the end of the year.<br />
As a result, to balance supply and demand, world steelmakers begun production cuts to slow<br />
down price declines.<br />
As the financial crisis introduce itself in domestic market, cash discount practice begun in July<br />
in our company. At the beginning of August, blockage rate on the letter of guarantee was set to<br />
10%, a decrease from 12%, and discounts from list prices were done to keep taking<br />
precautions against crisis. In order to maintain our market share in contracted market, stock<br />
sales were boosted in September and reached to a record level throughout the year. Customer<br />
relationships have been emphasized to perceive customer satisfaction, monitor client<br />
requirements closely and to respond in increasing retrogressive effect of crisis. Consequently,<br />
551 planned visits to clients are done in total, in September-December period, to take orders<br />
so as to keep production. Feedbacks are concerned within the market conditions and for the<br />
contracted clients, that keep going to giving orders were given discounts. However, payment<br />
shortage arose because of demand contraction and effect of financial crisis. In order to raise<br />
cash flow, 15% discount on 17.09.2008 and 40% discount on 23.10.2008 to list prices were<br />
applied. By the help of those sales policy changes, Erdemir’s competitive strength is<br />
maintained.<br />
Depending on contraction in flat steel demand, Erdemir’s sales in 2008 decreased 9% as<br />
compared to 2007. On the other hand, export of Erdemir plant increased 18% as compared to<br />
2007 and export sales share in whole sales raised from 15% to 20%.<br />
In this period, our Group reviewed sales policies to respond customer demands quickly and<br />
resiliently, continued investments with Advanced Planning and Scheduling System (APASS)<br />
and Enterprise Resource Planning (ERP) projects and long-term and efficient relations with our<br />
customers are maintained.
EREĞLİ IRON AND STEEL WORKS, INC.<br />
BOARD OF DIRECTORS’ ANNUAL REPORT PREPARED IN<br />
ACCORDANCE WITH THE COMMUNIQUÉ SERIAL:XI, NO:29<br />
Page: 9<br />
Erdemir Group completed the investment of hot rolling mill in İskenderun plant to correspond<br />
the high demand of flat products in Turkey.<br />
20. Sales (quantity)<br />
Final Products<br />
(000 Tons)<br />
01 Jan. -<br />
31 Dec. 2008<br />
01 Jan. -<br />
31 Dec. 2007<br />
01 Jan. -<br />
31 Dec. 2006<br />
Erdemir 3.902 4.295 3.904<br />
Isdemir 2.785 2.479 2.137<br />
Ermaden 1.615 1.865 1.772<br />
21. Indicators and Ratios<br />
Financial Statements are prepared and audited in accordance with the CMB’s Communiqué<br />
Serial:XI, No:29.<br />
Selected Balance Sheet Items (TL)<br />
(TL) 31/12/2008 31/12/2007<br />
Current Assets 4.655.988.376 3.233.086.753<br />
Non-current Assets 7.285.155.391 6.396.159.397<br />
Total Assets 11.941.143.767 9.629.246.150<br />
Current Liabilities 3.362.674.982 1.541.797.583<br />
Non-current Liabilities 2.474.840.646 1.924.192.642<br />
Shareholders’ Equity 6.103.628.139 6.163.255.925<br />
Total Liabilities 11.941.143.767 9.629.246.150<br />
Selected Income Statement Items (TL)<br />
(TL) 31/12/2008 31/12/2007<br />
Net Sales 6.808.694.806 5.356.861.465<br />
Operating Profit 516.873.558 724.310.390<br />
Profit for the Period 284.792.922 822.512.903<br />
Net Profit for the Period* 227.693.594 704.225.737<br />
Earnings Per Share 0,1841 0,5914<br />
* Parent Company’s Interest is 211.474.460 TL in 2008. (2007: 679.425.900 TL)<br />
Key Ratios<br />
(%) 31/12/2008 31/12/2007<br />
Operating Profit Margin 7,6 13,5<br />
Net Profit Margin 3,3 13,1<br />
EBITDA Margin 13,2 20,6<br />
Debt/Equity Ratio 49/51 36/64
EREĞLİ IRON AND STEEL WORKS, INC.<br />
BOARD OF DIRECTORS’ ANNUAL REPORT PREPARED IN<br />
ACCORDANCE WITH THE COMMUNIQUÉ SERIAL:XI, NO:29<br />
22. Collective Labor Agreement Applications and the Benefits<br />
Page: 10<br />
22 nd Period Collective Labor Agreement is signed on February 26 th , 2009 with Turkish Metal<br />
Union and will be valid between 01.09.2008-31.08.2010.<br />
In the scope of collective agreement applications, rights and benefits of the white collar and<br />
blue collar workers were classified under social aids and leaves. Social aids; religious day<br />
payment, heating allowance, annual leave allowance, marriage allowance, birth allowance,<br />
death allowance in the case worker dies, death allowance in the case of decease of spouse,<br />
children, parents, siblings, death allowance in the case decease is caused by work accident,<br />
death allowance in the case member dies because of work accident (his/her legal successors<br />
will receive), military service allowance, children allowance, educational allowance for each<br />
child (primary school, secondary school, higher education ) and meal allowance. Leaves;<br />
medical companionship leave, excuse leave, unpaid leave, marriage leave, leave in the case<br />
of death of spouse, children, parents and siblings, birth leave and natural catastrophe leave.<br />
Religious day payment, heating allowance and children allowance from the social aids are<br />
given to both white collar and blue collar workers; the rest is paid only to the blue collar<br />
workers. The leave section only includes the blue collar workers leaves’.<br />
The number of the Group’s personnel based on categories at 31 December 2008:<br />
31 December<br />
2008<br />
31 December<br />
2007<br />
Monthly paid personnel (A) 3.551 3.486<br />
Hourly paid personnel (B) 9.063 9.603<br />
Candidate worker (C) 1.797 1.378<br />
Contractual personnel (D) 17 21<br />
Contractual personnel (Contractor) 209 575<br />
TOTAL 14.637 15.063<br />
23. Shareholding and Capital Structure<br />
Authorized Capital : TL 5.000.000.000<br />
Paid-in Capital : TL 1.148.812.500<br />
Shareholders Shares (TL) %<br />
Ataer Holding A.Ş. 566.194.739 49,29<br />
Other 547.222.231 47,63<br />
Erdemir’s Own Shares 35.395.530 3,08<br />
Total 1.148.812.500 100,00<br />
24. Dividend Distribution Policy<br />
The Company’s Dividend Distribution Policy in Regular General Assembly held on 31.03.2008:
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“Our Company’s dividend distribution policy is covered by article XIII of the Articles of<br />
Association. In compliance with current provisions and the relevant item of the Articles of<br />
Association and as dictated by Corporate Governance Principles, a consistent balance is<br />
sought between the interests of shareholders and the Company’s resource requirements in<br />
determining the ratio of net profit that is to be distributed to shareholders in the form of cash<br />
and/or bonus shares. In compliance with Corporate Governance Principles, the policy at issue<br />
is given place in the annual activity report, also it’s being made public within the framework of<br />
the disclosure policy by material disclosure.” described as such. After the Articles of<br />
Association change accepted in Regular General Assembly, the judgment corresponding to<br />
dividend distribution method is given place in 37 th topic.<br />
25. The Improvement of Financial Sources and The Policies The Company Applies in<br />
This Framework<br />
Erdemir has full access to all national and international financial sources with its market<br />
making force based on high trading volume in money markets. New funding alternatives which<br />
are suitable for market conditions are continuously analyzed and advices are evaluated. Debt<br />
policy of Erdemir is developed on capability of cash generation and strong capital structure.<br />
Hedging methods and ratios used against financial risks in global crisis environment are<br />
developed based on a frame of systematic model. Within risk tolerances forward, futures,<br />
swap and options valid for market conditions are implemented if necessary. Sales price and<br />
terms are improved against liquidity risk. Sales prices are re-regulated in parallel with<br />
international prices and implementations increasing sales are developed.<br />
26. Risk Management Policy<br />
The regulation and also procedures related with management of market and customer risks are<br />
issued in order to develop hedging methods, to measure the risks the Group exposed and keep<br />
these risks within predetermined risk tolerances. A systematic model has started to be used in<br />
order to monitor the methods which are being executed to save the resources and revenues of<br />
Erdemir Group against losses of potential risks. Risks are measured permanently and the most<br />
suitable hedging instruments are tried to be chosen in line with market conditions and Erdemir<br />
Group’s policies.<br />
Value at Risk method (VaR) is used to measure the market risk and the maximum loss<br />
occurred from changes in interest rate, currency rate, and price is calculated periodically within<br />
a definite probability ratio and definite time interval. If the calculated VaR passes predefined<br />
limits, the most suitable hedging instrument is exercised.<br />
For liquidity risk, another type of market risk, sufficient funds and loan reserve are tried to be<br />
supplied by monitoring cash flows daily and matching the maturities of financial assets and<br />
liabilities. Moreover, minimum cash position necessary for executing daily activities and access<br />
permanency to credit suppliers are tried to be achieved. In addition to this, according to<br />
developments in the market, hedging methods for interest rate are examined and preference<br />
advices are made for the suitable ones.
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Value at Risk calculations and probable hedging alternatives which are executed if the limits<br />
are exceeded, are reported with a name of “Market Risk Report” weekly. This report aims to<br />
give information about developments in economic environment, general market conditions and<br />
riskiness with various economic indicators and indexes.<br />
27. The Information About Affiliates Subject to Consolidation<br />
The main scope of business and the participation ratios of the affiliates subject to consolidation<br />
are stated as below:<br />
Name of the Company Operation 2008 Share %<br />
İskenderun Demir ve Çelik A.Ş. Iron and Steel 92,91<br />
Erdemir Madencilik San. ve Tic. A.Ş. Iron Ore and Pellet 90,00<br />
Erdemir Çelik Servis Merkezi San. ve Tic. A.Ş. Iron and Steel 100,00<br />
Erenco Erdemir Müh. Yön. ve Dan. Hiz. A.Ş. Management and Consultancy 100,00<br />
Erdemir Romania S.R.L. Iron and Steel 100,00<br />
Erdemir Çelbor Çelik Çekme Boru San. ve Tic. A.Ş. Iron and Steel 100,00<br />
Erdemir Lojistik A.Ş. Logistics Services 100,00<br />
ArcelorMittal Ambalaj Çeliği San. ve Tic. A.Ş. (**) Steel for Packaging 25,00<br />
(*) Financial statements of Erdemir Gaz San. ve Tic. A.Ş. is not consolidated as its effect on<br />
accompanying consolidated financial statements is immaterial.<br />
(**) Arcelor Mittal Ambalaj Çeliği San. ve Tic. A.Ş.’s financial statements are consolidated by<br />
the equity pick-up method.<br />
(***)Group’s participation ratio in Borçelik as of 31 December 2008 is 9,34%.<br />
The consolidated financial statements incorporate the financial statements of the Group and its<br />
subsidiaries controlled by the Group. Adjustments are made to eliminate intercompany sales<br />
and purchases, intergroup receivables and payables and intergroup equity investments.<br />
Entities in which the Group, directly or indirectly, has above 50% shareholding or interest of<br />
voting rights or otherwise has power to exercise control over operations, are fully consolidated.<br />
Control is achieved where the Group has the power to govern the financial and operating<br />
policies of an investor enterprise so as to obtain benefits from its activities.<br />
The accounting policies of the subsidiaries included in consolidation are changed and adopted<br />
to the Group’s accounting policies where necessary. All significant transactions and balances<br />
between the Company and its consolidated subsidiaries are eliminated for consolidation<br />
purposes.<br />
On acquisition, the assets and liabilities of the relevant subsidiaries are measured at their fair<br />
values at the date of acquisition. The interest of minority shareholders is stated at the minority’s<br />
proportion of the fair values of the assets and liabilities recognized. The results of subsidiaries<br />
acquired or disposed of during the year are included in the consolidated income statement from<br />
the effective date of acquisition or up to the effective date of disposal, as appropriate.
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Where necessary, adjustments are made to the financial statements of subsidiaries to bring the<br />
accounting policies used into line with those used by other subsidiaries of the Group.<br />
28. Organizations Out of Central Management<br />
There are four regional sales offices of Erdemir, located in Ankara, İstanbul, Kdz. Ereğli and<br />
İzmir.<br />
29. Contributions<br />
Contributions of Erdemir Group are as follows:<br />
(TL)<br />
01 January-<br />
31 December 2008<br />
01 January-<br />
31 December 2007<br />
Sports 1.585 -<br />
Education 525.839 974.739<br />
Government Entities 273.553 251.187<br />
Health - 18.700<br />
Arts 75.317 139.536<br />
Charities 133.110 102.879<br />
Foundations, Associations, Organizations, Institutes 396.635 188.854<br />
Other 5.245 1.442<br />
Total 1.411.284 1.677.337<br />
30. Information for Shareholders<br />
On 5 September 2008, talks on the 22 nd Labor Agreement started between Turkish Employers’<br />
Association of Metal Industries, which Ereğli Demir ve Çelik Fabrikaları T.A.Ş. from Erdemir<br />
Group is a member of and represents company during labor agreements, and Turkish Metal<br />
Union. During the meetings, on 16 January 2009, strike was decided by Turkish Metal Union.<br />
Consequently, the Turkish Employers’ Association of Metal Industries decided to lock out on 22<br />
January 2009. It is announced by the Turkish Metal Union that the strike would be executed on<br />
16 March 2009. Talks between both parties have resulted in an agreement on 26.02.2009. The<br />
Labor Agreement is valid for two years, between 01.09.2008 and 31.08.2010. Previous strike<br />
and lockout decisions have been terminated.<br />
During the 4 th Labor Agreement between Erdemir Çelbor Çelik Çekme Boru San. Tic. A.Ş. and<br />
Turkish Metal Union which started on 11 September 2008, strike was decided on 13 January<br />
2009 to be executed on 13 March 2009 and announced on 17 February 2009. Subsequently on<br />
19 February 2009, Erdemir Çelbor Çelik Çekme Boru San. Tic. A.Ş. decided for lock out on 21<br />
January 2009 to be executed on 13 March 2009. Agreements between parties are continuing.<br />
Effective from 1 January 2005, New Turkish Lira was defined as the new currency unit of the<br />
Republic of Turkey, by omitting last six digits of Turkish Lira. Effective from 1 January 2009,<br />
Council of Ministers legislated for the removal of the word “New” from the definition of the<br />
currency unit. Consequently, the functional and reporting currency, the financial statements as
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of December 31, 2008 and the comparative figures are presented in TL, with 1 TRY = 1 TL<br />
ratio.