2013 annual report - Doğan Yayın Holding

Transcription

We enlighten
ALL SEGMENTS
of society
DOĞAN YAYIN HOLDİNG A.Ş. 2013 ANNUAL REPORT
DOĞAN YAYIN HOLDİNG A.Ş.
2013 ANNUAL REPORT
Doğan Yayın Holding A.Ş.
Burhaniye Mahallesi Kısıklı Caddesi No: 65
Altunizade 34676 Üsküdar/İSTANBUL/TURKEY Phone: +90 216 556 90 00 Fax: +90 216 556 91 47
www.dyh.com.tr
This annual report was printed on the 100% recycled paper.
During production, no damage were wormed trees.
CONTENTS
At a Glance
02
08
10
12
14
16
18
Who are We?
Our Values
Our Road Map
Our Management Structure
Shareholders and Share Performance
Message from the Chairwoman
Message from the Ceo
Operations
22 Highlights of the Year
24 Dyh and the Turkish Media Sector
26 Newspaper Publishing, Printing, Distribution and Trade
28 Magazine and Book Publishing
30 Online Platform
32 Television, Radio and Music Broadcasting and Production
36Digital Tv Platform
37 Other Operations
38 Segment Operations in 2013
Sustainability
42 Corporate Social Responsibility
55 Sustainable Growth and the Environment
55 Doğan Group’s Environmental Policy
56 Doğan Yayın Holding’s Environmental Projects
61 Code of Ethics and Conduct
65 Media Code of Conduct
68 Occupational Health and Safety
70 Human Resources
Corporate Governance
72
73
74
76
97
102
103
104
105
Remuneration Policy
Internal Audit and Control
Risk Management
Corporate Governance Principles Compliance Report
Other Obligatory Disclosures
Audit Committee Resolution
Corporate Governance Committee Resolution
Board of Director’s Statement of Responsibility on the Approval of the Reports
Board of Director’s Resolution on the Approval of the Reports
Dividend Distribution
106 Dividend Distribution Policy
107 Dividend Distribution Proposal
108 Dividend Distribution Statement
109 Opinion Letter of the Independent Audit Company on the Annual Report
Financial Information
111 Consolidated Financial Statements and Independent Auditor’s Report
TODAY, WE ARE MUCH CLOSER TO
OUR TARGET AUDIENCE THANKS TO
OUR DIGITAL TRANSFORMATION. OUR
FOLLOWERS ARE AN INSEPARABLE PART
OF OUR PUBLICATIONS.
WITH OUR INFLUENTIAL BRANDS
AS WELL AS OUR EMPLOYEES AND
CUSTOMERS, WE OPEN NEW WINDOWS
FOR TURKEY EVERYDAY.
At a Glance
Operations
Sustainability
Who are We?
Who are We?
Efficiency-oriented Approach
Results
IN LEADERSHIP
With powerful brands in all areas
of media, DYH is the leading
media group in the sector.
Doğan Yayın Holding A.Ş. (DYH), a
subsidiary of Doğan Group of Companies,
has been active in the media sector for the
last 35 years and is the leading media group
in Turkey. Offering high quality products
and services, DYH has operations not only in
Turkey, but also across a vast region.
DYH is active in newspaper, magazine
and book publishing, television and radio
broadcasting and production, as well as
online, printing and distribution. DYH’s
content providers include newspapers,
magazines, publishing houses, television
channels, radio stations, new media
enterprises, as well as music and production
companies. The Holding’s service providers
are made up of distribution, production,
digital platform, Internet and printing
enterprises, as well as a factoring company.
2
DYH 2013 ANNUAL REPORT
All companies under DYH adopt the
Holding’s high quality standards and
productivity-oriented strategies. With its
prudent investments, DYH sets an example
for the entire media industry. DYH and
its key subsidiaries, Hürriyet Gazetecilik
ve Matbaacılık A.Ş. (Hürriyet Gazetecilik),
Doğan Gazetecilik A.Ş. (Doğan Gazetecilik)
and Doğan Burda Dergi Yayıncılık ve
Pazarlama A.Ş. (Doğan Burda), are all publicly
traded on the stock exchange Borsa Istanbul
A.Ş. (BIST).
Business Partnerships
Magazine
Publishing
Book
Publishing
TV
Broadcasting
3
At a Glance
Operations
Sustainability
Who are We?
Who are We?
We offer readers
HIGH QUALITY
PERIODICALS
Publishing
Doğan Dağıtım, distribution company of
DYH, distributes two-thirds of Turkey’s
newspapers and magazines to 192 dealers
and approximately 26,500 sales points across
the country through its wide and effective
distribution network all the year round. This
amounts to 12,000 different products every
single month.
DYH is active in newspaper and magazine
publishing and publishes five daily
newspapers: Hürriyet, Posta, Radikal,
Fanatik and Hürriyet Daily News as well
as 30 periodicals plus children’s and youth
magazines. In addition, the Holding is active
in book publishing and in the printing sector
through Doğan Ofset and Doğan Printing
DYH also imports newsprint and printing
Center (seven printing facilities: six in Turkey, material through its subsidiary Doğan
one in Germany).
Dış Ticaret. The Holding’s other affiliates
are Trader Media East (TME), the leading
classified ads company in Russia and Central
Europe, functioning under Hürriyet and
Doğan Media International, which is active
in newspaper publishing in Europe.
Newspaper
Publishing
Printing,
Distribution and
Foreign Trade
Magazine and
Book Publishing
News Agency
4
The user-friendly features, creative and
reliable content of its classified websites and
news portals, mainly in the field of online
advertising and journalism, give DYH a
significant competitive advantage and enable
the Holding to position itself among the
industry’s top players. DYH’s content-rich
websites are regularly updated and attract the
highest number of visitors in Turkey:
www.hurriyet.com.tr, www.posta.com.
tr, www.cnnturk.com.tr, www.radikal.com.
tr, www.fanatik.com.tr, www.kanald.com.tr,
www.arabam.com, www.hurriyetemlak.com,
www.yenibiris.com
Broadcasting
In addition, DYH is engaged in the
production of TV programs, movies,
DYH’s broadcasting activities include
advertisements, music videos and film
television and radio broadcasting,
distribution via its subsidiary D Productions,
production and digital broadcasting. Some
a leading company in the sector thanks to
of the powerful brands under the umbrella
its innovative and dynamic approach as well
of DYH are television channels such as
as advanced technology and a well-qualified
Kanal D, CNN Türk and tv2 that add value
workforce. Further, InDHouse, the Holding’s
to television broadcasting with their rich
second production company established in
content; radio stations such as Radio D, CNN 2012 and specialized in content production
Türk Radio and Slow Türk Radio that are
for dramas and other TV programs, has also
listened to and preferred by many people;
undertaken many successful productions.
and D-Smart, Turkey’s fastest growing
DYH carries out its overseas television
digital platform, which provides TV and
broadcasting activities via Kanal D Romania,
Internet services to approximately 2 million
which has quickly attracted a great deal
households.
of attention and gained the lead in the
Romanian television sector.
Other - Financial Services
Adding significant value to DYH, Doğan
Faktoring plays a key role in eliminating
customers’ possible payment problems by
conducting large-scale risk analyses into
trade receivables with its highly qualified
staff.
TV & Radio
Broadcasting
and Production
Digital Platform
Financial
Services
5
Who are We?
At a Glance
Operations
Sustainability
Who are We?
We create
VALUE
for our country
DYH has a leading position in
newspaper, book and magazine
publishing.
Doğan Yayın Holding A.Ş. Shareholding Structure
Doğan Yayın Holding A.Ş.’s current shareholding structure is as follows (1):
Doğan Family
1.90%
Traded on Borsa
Istanbul (BIST)
Doğan Şirketler
Grubu Holding A.Ş.
18.08%
(1)
80.02%
The shareholding structure as of December 31, 2013 and December 31, 2012 is
available on page 18.
Key Financial Indicators
Summary Income Statement (TL thousand)
Revenue
Gross Profit/Loss
Operating Profit/(Loss)
EBITDA
(1)
(2)
EBITDA Margin
(2)
Net Profit /(Loss) Attributable
to Equity Holders of the Parent Company (3)
Gross Profit Margin
Operating Profit Margin (1)
(*) (1) (2) (3)
6
2013
2012(*)
2011(*)
2,523,573
2,460,323
2,337,820
652,968
724,729
689,046
13,647
145,822
83,875
211,773
316,423
250,775
8.4%
12.9%
10.7%
-187,726
197,242
-1,194,273
25.9%
29.5%
29.5%
0.5%
5.9%
3.6%
Restated.
Other operating income and expenses, and share of gain on investments accounted for by using the equity method not included.
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) calculated by DYH; amortization of television programming rights and IAS 39 adjustments not
included.
Net Profit/(Loss) Attributable to Equity Holders of the Parent Company includes discontinued operations profit/loss.
2013
2012(*)
Current Assets
1,646,201
1,764,209
Non-Current Assets
2,141,729
2,153,793
Total Assets
3,787,930
3,918,002
With all companies under its
umbrella, DYH maintained its
2,203,284
leadership
position and increased
2,472,989
its financial strength in 2013
4,676,273
Short-term Liabilities
1,498,436
1,687,697
1,830,414
Long-term Liabilities
796,774
813,481
1,770,330
Shareholders’ Equity
1,492,720
1,416,824
1,075,529
2013
2012
2011
Current Ratio (%)
1.10
1.05
1.20
Liquidity Ratio (%)
1.02
0.98
1.11
Debt to Equity Ratio (%)
1.54
1.77
3.35
Summary Balance Sheet (TL thousand)
(*)
2011(*)
Restated
Ratios
Shareholders’ Equity (TL thousand)
1,492,720
1,416,824
1,075,529
2013
2012
2011
Debt to Equity Ratio (%)
2013
2012
1.54
1.77
2011
3.35
Current Ratio (%)
2013
2012
2011
1.10
1.05
1.20
7
At a Glance
Operations
Sustainability
Our Values
Our Values
Mission
To produce and develop content and
media tools for news, entertainment and
education and to deliver these to clients
through innovative ways.
Strategy
To offer customized, rich content and
entertainment products and services to target
audiences.
To provide customer-focused services.
To diversify and expand sales and distribution
channels.
To diversify and enhance content
distribution channels.
To rapidly introduce technological
developments into our business.
To transform content advantage into value.
8
Values
ON
SIB
IL
I
Corporate Values of
DYH
CR
EA
TIV
ITY
N
PIO
E
TEAMWORK
DECISION
FAST
MAKING
IA
RESP
TY
L
RE
ITY
L
I
B
NG
I
ER
9
At a Glance
Operations
Sustainability
Our Road Map
Our Road Map
UNIQUE AND
INNOVATIVE
Approach in Turkish Media
In 2014, DYH aims to increase its
advertising revenue in all areas of
broadcasting and publishing in
addition to its level of innovation
and business development
targets.
10
In 2014, DYH, the long-established and
well-known company of the Turkish media
sector, will closely follow all developments
and changes in media, both in Turkey and
overseas.
In 2014, Kanal D, which is preferred by
many with its creative broadcasting line
and original programming, will continue
to be an exemplary brand in the Turkish
broadcasting sector thanks to its evergrowing program content. Having achieved
significant success already in its second year
of establishment, tv2 will further enhance its
rich program content, which appeals to all
age groups. Keeping abreast of technological
developments and leading the sector in
that sense, CNN Türk began to reach its
viewers in high definition format on D-Smart
Channel 30 as of April 2013. In 2014, CNN
Türk will continue to deliver its news content
via all effective channels such as cnnturk.
com, the leading news website in terms of
speed and reliability. Meanwhile, Doğan TV
Holding’s leading production companies, D
Productions and InDHouse, will continue to
focus on content production.
Having achieved great success with its
sports content to date, D-Smart will also
be offering its subscribers a wide range of
movie selections thanks to the content
agreements it has signed with global brands
such as Sony, MGM and Disney. D-Smart
has been continuously updating its D-Smart
BLU service in terms of both technical
features and customer experience since
its launch, and will further enhance and
expand D-Smart BLU in 2014. In addition,
the Company plans to develop alternative
sales channels and thus create more value
for subscribers by collaborating with TV
manufacturers and other business partners.
In 2014, Hürriyet newspaper plans to
further enhance its efficiency and access in
traditional media, and maintain its strong
position in new media as a newspaper
that can access readers through every
platform. Currently, Hürriyet Group reaches
around 6.9 million people via channels
such as newspapers, the web, tablet PCs
and smartphones. In the coming years,
the Group will strive to reach 10 million
users and increase the share the Internet
contributes to its overall revenue. The
Group’s subsidiary Trader Media East, mainly
focused on the classified ads segment, aims
to complete its transformation from a print
media concern to an online media concern
and generate 50% of its total revenue from
the Internet.
Thanks to its strong brands, efficient
management and ethical approach to
publishing, Doğan Gazetecilik will maintain
its consistent growth with news reports
and projects that add value to newspaper
publishing. Posta, the “best-selling
newspaper in Turkey” aims to maintain
its leadership position in 2014. Fanatik
newspaper plans to position itself as “an
integrated sports and entertainment brand
offering a newspaper and a digital platform”.
Thus, Fanatik will further raise its profile in
Turkish sports media by enabling sports
enthusiasts to access any content they like,
any time they want, via any channel they
prefer, and in different visual presentations.
Keeping abreast of the changes and
innovations in the sector, Doğan Radio
Group will further improve its modern
technological infrastructure. In 2014, the
Group will continue to increase the reach of
its radio stations by developing new digital
applications and collaborating with various
digital platforms.
Thanks to its strong brands,
efficient management and ethical
approach to publishing, DYH will
maintain its consistent growth
with news and initiative that add
value to newspaper publishing.
Thanks to its unique and creative approach
to publishing, Doğan Burda Magazine Group
was the leader of its sector in 2013. The
Group aims to maintain its strong position in
terms of brand recognition, circulation and
advertising as well as its market leadership
in 2014. Accordingly, Doğan Burda will focus
on improving and enhancing its current
portfolio and undertake all necessary
investments, including digital platforms.
In 2014, DYH aims to increase its advertising
revenue in all areas of broadcasting and
publishing in addition to its level of
innovation and business development
targets. To that end, DYH is currently
assessing the growth potential of the Turkish
advertising sector and directs its efforts in
the light of these evaluations. DYH 2013 ANNUAL REPORT
11
At a Glance
Operations
Sustainability
Our Management
Structure
MODERN and
Dynamıc
working approach
DYH’s entire management
team and staff contribute to the
sustainable growth of the Holding,
in line with a management
approach that is open to
communication and teamwork,
capable of taking the initiative
and this is consistent, flexible and
transparent.
Our Management Approach
DYH has embraced the fundamental
concepts of equality, transparency,
accountability and responsibility outlined in
the Corporate Governance Principles and
strives to comply with these principles to a
maximum extent in all its operations.
Together with all the companies under its
umbrella, DYH is focused on supporting the
development of Turkish media in a more
reliable, modern and innovative direction.
DYH’s entire management team and staff
contribute to the sustainable growth of
the Holding, in line with a management
approach that is open to communication
and teamwork, capable of taking the
initiative, and that is consistent, flexible and
transparent.
DYH regularly undergoes a corporate
governance rating assessment. You may
access the Holding’s corporate governance
rating and reports at www.dyh.com.tr.
Our Board of Directors (1)
Full Name
Y. Begümhan DOĞAN FARALYALI
Soner GEDİK
Title
Chairwoman
Vice Chairperson
Yahya ÜZDİYEN
Executive Board Member
Ahmet TOKSOY
Board Member - Chief Financial Officer
Ertuğrul Feyzi TUNCER
Independent Board Member
Hacı Ahmet KILIÇOĞLU
Executive Committee (1)
Full Name
Yahya ÜZDİYEN
President
Ahmet TOKSOY
Member - Chief Financial Officer (CFO)
Erem Turgut YÜCEL
(1)
12
Title
Member - Chief Legal Officer
Detailed information about the Board of Directors, Board Committees and Members’ résumés are available
in the Corporate Governance Principles Compliance Report.
Audit Committee (1)
Full Name
Title
President (Independent Board Member)
Member (Independent Board Member)
Together with all the companies
under its umbrella, DYH is
focused on supporting the
development of Turkish media
in a more reliable, modern and
innovative direction.
Corporate Governance Committee (1)
Full Name
Title
Member (Independent Board Member)
Dr. Murat DOĞU
Member
Committee for Early Risk Detection (1)
Full Name
Title
Selma UYGUÇ
Member
Tolga BABALI
Member
Yener ŞENOK
Member
Dr. Murat DOĞU
Member
Ayhan SIRTIKARA
Member
Korhan KURTOĞLU
Member
(1)
Detailed information about the Board of Directors, Board Committees and Members’ résumés are available
in the Corporate Governance Principles Compliance Report.
13
At a Glance
Operations
Sustainability
A CORPORATE and
TRANSPARENT
Shareholders and
Share Performance
shareholding structure
Doğan Yayın Holding’s historical, authorized and issued capital as of December 31, 2013 and December 31, 2012 is as follows:
December 31, 2013
December 31, 2012
Registered Capital Ceiling
TL 3,000,000,000
TL 3,000,000,000
Issued Capital
TL 2,428,550,000
TL 2,000,000,000
TL 299,985,000 is paid fully and in cash under
the requirements set out in the “Issuance
Certificate” approved by the Capital Markets
Board. The Group has reported to the Capital
Markets Board that the transactions and
procedures related to the capital increase
were performed in accordance with the
requirements of the Capital Markets Board
and related Communiqués and principles
and procedures set out in the “Issuance
Certificate”; and as of December 27, 2013,
Article 7 “Registered and Issued Capital” of the
Articles of Association the capital increase is
registered on the condition that the related
In accordance with the authority of Article
7 of Doğan Yayın Holding’s Articles of
Association, based on Doğan Yayın Holding
Board of Directors’ decision issued on
October 25, 2013 numbered 2013/27 and
the Capital Market Boards’ decree issued
on December 6, 2013 numbered 40/1289,
the issued capital has been increased to
TL 2,428,550,000 from TL 2,000,000,000
through total cash payment. All shares issued
representing the cash contribution of TL
428,550,000 per nominal value amounting
to TL 0.70 are transferred to the parent
company, Doğan Holding, provided that total
Shareholders
Doğan Holding
Share (%)
December 31, 2012 (TL thousand)
80.02
1,943,379
75.59
1,511,829
1.90
46,183
2.31
46,183
-
-
0.15
3,000
18.08
438,988
21.95
438,988
100.00
2,428,550
100.00
2,000,000
(2)
(3)
Issued Capital
(1)
(2)
(3)
14
As of December 31, 2013 and December 31,
2012, DYH’s shareholders and their respective
percentage of total shareholdings were as
follows:
December 31, 2013 (TL thousand)
Doğan Family
Publicly traded on Borsa Istanbul
There are no privileged shares in Doğan Yayın
Holding.
Share (%)
(1)
Adilbey Holding A.Ş.
article shall be amended to reflect the
changes arising out of the capital increase in
accordance with Paragraph 1(c) of Article 25
“Procedures Subsequent to Capital Increase”
of the CMB’s “Share Communiqué” No. VII128.1.
Some 80.02% of the shares of Doğan Yayın Holding (31 December 2012: 75.59% shares) are owned by Doğan Holding, which corresponds to 33.42% of the publicly
available shares of Doğan Yayın Holding (31 December 2012: 19.00% shares) as of 31 December 2013 and 31 December 2012.
Some 3,000,000 publicly available shares of Doğan Yayın Holding with a nominal value of TL 1 each have been acquired by Doğan Holding (parent company of the
Group) from Adilbey Holding A.Ş. as of 20 February 2013 in consideration of TL 0.86 per share in cash independent from Borsa İstanbul transactions based on weighted
average transaction amount at the first session provided that the transaction price remains within the margins set out in accordance with the Circular “Principles of
Establishment and Operation of the Wholesale Market” of Borsa İstanbul. As a result of the above-mentioned transaction disclosed on the Public Diseclouse Platform
(PDP) on 20 February 2013, Doğan Holding’s share in Doğan Yayın Holding has become 75.74%.
In accordance with the Capital Markets Board’s (the “CMB”) Resolution No: 21/655 issued on 23 July 2010, it is regarded that 17.25% of the shares (31 December 2012:
20.95%) are outstanding as of 31 December 2013 based on the Central Registry Agency (CRA)’s records. Some 51.50% of Doğan Yayın Holding’s shares (31 December
2012: 41.11%) are publicly available as of 31 December 2013 .
Share Performance
As of December 31, 2013, DYH (<DYHOL>)’s market capitalization stood at TL 1,336 million, remaining 14% below TL 1,560 million
registered on December 31, 2012.
As of December 31, 2013, the closing share prices of Group companies were as follows:
Hürriyet Gazetecilik ve Matbaacılık A.Ş.
Share Price
TL 0.55
Number of Shares
2,429 million
Market Cap
TL 1,336 million
BIST Ticker Symbol
DYHOL
Doğan Gazetecilik A.Ş.
Share Price
TL 0.60
Number of Shares
552 million
Market Cap
TL 331 million
BIST Ticker Symbol
HURGZ
Doğan Burda Dergi Yayıncılık ve Pazarlama A.Ş.
Share Price
TL 1.33
Number of Shares
105 million
Market Cap
TL 140 million
BIST Ticker Symbol
DGZTE
Share Price
TL 2.97
Number of Shares
19.6 million
Market Cap
TL 58 million
BIST Ticker Symbol
DOBUR
Doğan Yayın Holding A.Ş. Share Price
BIST 100
79,642
BIST 100
67,802
DYHOL
TL 0.79/share
DYHOL
TL 0.55/share
02.01.2013
31.12.2013
15
At a Glance
Operations
Sustainability
Message from the
Chairwoman
Message of the Chairwoman
With our skilled workforce, solid
financial structure and steady growth,
WE CONTINUE TO
create VALUE
The developments in the Turkish
advertising market in 2013
indicate 12% growth compared
to 2012
Dear Stakeholders, Business Partners and
Employees of Doğan Yayın Holding,
2013 was a year of fluctuations in the
global economy. However, Turkey’s sound
financial policies ensured that it was least
affected by the constantly shifting balances
and atmosphere of uncertainty. As per
the GDP figures of the Turkish Statistical
Institute (TÜİK), our country demonstrated
a performance in the third quarter of 2013
that exceeded expectations, reaching a
growth rate of 4.4%.
The IMF predicts that it is expecting the
Turkish economy to grow by 3.8% in 2013
and 3.5% in 2014. We believe that thanks
to the dynamism of the private sector, the
employment opportunities created and a
strong financial structure built on sound
investment decisions, our country will again
shrug off global imbalances and maintain
economic consistency.
Improvement of human
rights
16
In 2013, the Turkish economy’s biggest
problems were the current account deficit,
unemployment and inflation. The current
account deficit, which had declined in 2012,
did not maintain the same trend in 2013. As
per the Central Bank’s announcement, the
2013 current account deficit increased by
US$ 16.5 billion compared to the previous
year, reaching US$ 65 billion in total. In
addition to high energy raw material prices,
an imbalance in the exports-to-imports ratio
also played a role in this deficit increase.
2013 was also a year when Turkey’s
sound financial system received positive
assessments from international credit
rating organizations like Standard &
Poor’s, Moody’s and JCR, all of which
raised Turkey’s credit rating. As a result of
our ever-increasing success trend, Doğan
Yayın Holding’s local currency and foreign
exchange credit rating was revised up
from “B+” to “BB-” by Fitch Ratings, with
a stable outlook. Overall, we are happy to
have finished 2013 where we and all the
companies under our umbrella started it:
with sector leadership positions, strong
reputations and reliability. The biggest
test we faced at Doğan Yayın Holding was
the devaluation of the Turkish lira in late
2013. But thanks to our know-how and
experience in the sector, coupled with our
strong financial structure, we were minimally
affected by this imbalance.
In 2013, DYH posted annual
revenue of TL 2,524 million.
Revenues
(TL million)
2013
2012
2,524
2,460
In 2013, we maintained our leadership
in newspaper and magazine circulation,
and also made major investments in the
digital area. In mid-2013, we acquired the
Medyanet brand, Turkey’s leading digital
advertising network.
Meanwhile, D-Smart, Turkey’s fastest
growing digital platform, kept its second
place market share position thanks to sound
investments and an ever-increasing number
of subscribers.
The developments in the Turkish advertising
market in 2013 indicate 12% growth
compared to 2012. Specific to DYH, we
increased our consolidated advertising
revenues by 2% over 2013.
Domestic online revenues increased 29%
in 2013, outpacing the sector’s 13% growth.
Hürriyet Gazetecilik A.Ş. and Doğan
Gazetecilik A.Ş., our subsidiaries, increased
their 2013 domestic online revenues by 34%
and 28.5%, respectively.
Moreover, we maintained our sector
leadership in average daily newspaper
circulation, with a market share of 21%. We
ranked first in magazine circulation with
a 37% market share, with Doğan Burda
and Doğan Egmont both contributing
robust numbers. We also increased
our consolidated sales revenue by 3%.
Overall, 53% of our group’s consolidated
revenue came from publishing, 45% from
broadcasting, and 2% from other activities.
Boasting a well-equipped team, high
principles and a dedication to accurate
journalism, Doğan Yayın Holding is
proud to be able to respond to the news
requirements of the entire Turkish media
in terms of both media platform and
capabilities. We are aware of the significant
responsibility bestowed upon us thanks
to our strong reputation. As evidence that
we take this responsibility seriously, in 2012
we took a step that was exemplary for
the sector by revising the Media Code of
Conduct we had disclosed in 1999 to ensure
that they remained functional. And in 2013,
we formed the Doğan Yayın Publishing &
Broadcasting Principles Board to ensure
implementation of the principles. While
supporting the publishing and broadcasting
approach of our media companies under
the Holding umbrella in universal norms and
freedom of press, this Board also contributes
to responsible journalism practices.
In light of all these developments, and as
the global economic recovery continues,
we, as a Group, shall continue to represent
consistency and trust in Turkish media with
our effective risk management. We believe
that 2014 will be a year that finds us refining
our existing operations, using our dynamism
to add value to the industry by leveraging
international opportunities, and making
innovative investments. We shall continue
moving forward with the successful projects
we have implemented as Doğan Yayın
Holding, and we shall continue adding value
to the Turkish economy and the country’s
employment with our skilled human capital,
sound financial structure and smart business
model.
Sincerely,
Y. Begümhan Doğan Faralyalı
In 2013, we continued our social
Chairwoman
responsibility projects, which develop
social awareness with a view to improving
conditions in every area. While carrying out
initiatives supporting education, the arts, and
freedom of expression through the Aydın
Doğan Foundation, we completed, with the
same enthusiasm and determination we felt
on the first day, the ninth year of our “No
to Domestic Violence!” campaign, which
grows daily thanks to the support of both
individuals and entities. Also, we contributed
to girls’ education with our “Dad, Send Me
to School” project. In fact, each and every
company in the DYH Family has contributed
to social development via the social
responsibility initiatives they support.
17
At a Glance
Operations
Sustainability
Message from
the Ceo
STEADY
GROWTH
despite challenges
Despite tough global economic
conditions, all Group companies
managed to maintain steady
growth and financial stability in
2013.
DYH’s local and foreign
currency credit rating was
upgraded from “B+” to “BB-”.
18
In 2013, international credit rating agencies
upgraded our country’s credit rating
in light of its strong reliable reputation
As the global financial crisis moved into its
internationally. However, despite this positive
fifth year, recession continued in the Euro
progress, the change in US monetary
zone, economic growth rate in developing
countries slowed down, the balance of world policy direction and its announcement
about scaling back bond purchases at the
financial power shifted and fluctuations
beginning of the summer had a negative
in foreign currency exchange rates had
effect on our country’s economy. Turkey
a negative effect on markets. Amidst
was one of the three countries most
uncertainties and due to the absence of
affected by the Fed’s decision, specifically
definite and lasting solutions to the world
in terms of foreign currency exchange rate
economy, crisis resilience and stability have
and stock market performance. Moreover,
become important concepts for both
despite inflation being on a declining trend,
nations and corporations. Our country,
unemployment and the current account
however, managed to maintain economic
deficit became our country’s major problems
growth and stability in 2013, thanks to its
in 2013.
robust banking system.
Esteemed Shareholders,
In 2013, DYH’s shareholders’
equity rose to TL 1,493 million.
Shareholders’ Equity
(TL million)
2013
2012
1,493
1,417
Taking into consideration Turkey’s growth
potential, IMF announced its 2014 growth
forecast for the Turkish economy as 3.5%.
And yet, even though the government
refrains from implementing “election
economics”, achieving this growth rate in
2014 will not be easy because of the pressure
of local elections and the presidential
elections as well as internal and external
tensions.
Despite difficult global economic
conditions, all of our Group companies
managed to maintain steady growth and
financial stability in 2013. DYH’s successful
performance was recognized by Fitch
Ratings with a credit rating upgrade, as in
the previous year. The local and foreign
currency credit rating of DYH and Hürriyet
Gazetecilik ve Matbaacılık A.Ş. was upgraded
from “B+” to “BB-”.
The Turkish ad market continued to expand
in 2013; it is estimated that the overall
market grew 12%, from TL 5 billion in 2012
to TL 5.6 billion in 2013. Meanwhile, the
TV ad market expanded 20%, while the
newspaper ad market contracted 3%.
DYH’s publishing revenues maintained
the same level of 2012, while broadcasting
revenues rose 6%, mainly led by the rise in
the digital platform and ADSL subscription
revenues of D-Smart.
Appealing to a wide audience with its rich
and creative programming content, Kanal
D was the most-watched TV channel in
2013 with All-Day audience share of 11.65%
among A/B SES Group, and All-Day share of
10.21% among All Viewers, according to TNS
data for the period January 1-December 31,
2013.
As of year-end 2013, Hürriyet Group reached
around 6.9 million people daily via channels
such as newspapers, the web, tablets and
smartphones. The Group continues to
improve service quality and accessibility
and aims to increase the share that the
Internet contributes to total revenue in
the coming periods. Thanks to its powerful
brands, efficient management and ethical
approach to publishing, Doğan Gazetecilik
aims to maintain its consistent growth with
news reports and projects that add value
to newspaper publishing. Meanwhile, Posta,
“Turkey’s best-selling newspaper through
dealers,” will maintain its strong market
position in 2014.
Keeping abreast of the latest technological
innovations in the sector, CNN Türk took
important steps in 2013 toward becoming
a powerful communication and news
platform. CNN Türk’s live presentations,
program content and newsbreaks can
be accessed anytime, anywhere via its
integrated system including cnnturk.com,
CNN Türk Radio, mobile platforms and
smartphones.
19
At a Glance
Operations
Sustainability
Message from
the Ceo
D-Smart, providing TV and
Internet services to approximately
2 million households, maintained
steady growth in 2013.
D-Smart maintained steady growth in
2013, and increased the number of Pay
TV subscribers by 19% over the previous
year to 1.033 million. Providing TV and
Internet services to approximately 2 million
households, D-Smart reinforced its second
place position in the market in 2013. In 2014,
D-Smart will also be offering its subscribers
a wide range of movie selections besides
sports content, thanks to the content
agreements it has signed with global brands
such as Sony, MGM and Disney.
Offering a wide range of creative and highquality programming, our Radio Group’s
audience reach figure was 14.13% in 2013,
according to the latest survey conducted
in the first quarter of the year. DYH’s Radio
Group consists of Radyo D, CNN Türk
and Slow Türk Radio, and we have already
initiated efforts to build a web portal to
include 10 thematic digital radio stations as
well as digital broadcasts of Radyo D and
Slow Türk. The web portal will become
active in 2014, and subsequently we will
further expand our digital radio broadcasting
operations.
20
As a Group, we were negatively affected by
foreign exchange rate fluctuations in 2013.
Our EBITDA remained lower than that of
the previous year due to exchange rate
fluctuations and also the negative effect of
rising competition on costs. The increase
in net financial expenses due to foreign
exchange rate losses, constituted the main
reason of our Group’s net loss for the period,
which amounted to TL 188 million.
Accordingly, we raised our capital from TL
2,000,000,000 to TL 2,428,550,000 through
restricted rights issue. Moreover, thanks
to the cash inflow through the receivables
from the subsidiary and real estate sales
transactions that took place in 2011 and
2012, our consolidated net debt dropped
from TL 1,344 million in 2012 to TL 956
million in 2013.
We as the DYH Family continued to adhere
to the concepts of equality, transparency,
accountability and responsibility outlined
in the Corporate Governance Principles,
in all of our operations in 2013. As a result
of our meticulous efforts, ISS Corporate
Services Inc. (ICS), an international corporate
governance rating agency, raised our
corporate governance rating from 9.00 to
9.03 out of 10, in its report dated July 30,
2013. (*)
I would like to extend my gratitude to our
employees and investors who have enabled
us to forge ahead with confidence to date,
as well as to all of our social and economic
stakeholders, readers and viewers for their
unwavering support.
In 2014, we plan to take full
advantage of Turkey’s advertising
potential and closely evaluate
all international partnership and
investment opportunities.
Respectfully yours,
Yahya Üzdiyen
In 2014, we plan to take full advantage of
CEO
Turkey’s advertising potential and closely
evaluate all international partnership and
investment opportunities. We will continue
to set a good example in the Turkish
media by remaining committed to ethical,
responsible and accurate reporting principles
and supporting freedom of expression.
Thanks to our innovative approach that
enables us to implement new technologies
immediately, we will maintain our pioneering
role in 2014 as well.
(*)
ISS Corporate Services Inc. stated with the Public Disclosure Platform announcement on 03.03.2014 that the 2013
corporate governance rating notes for all its clients were revised pursuant to the resolutions made in the CMB
meeting of 01.02.2013, no. 4/105. Accordingly, our revised corporate governance rating was disclosed as 8.94.
21
At a Glance
Operations
Sustainability
Highlights
of the Year
Highlights of the Year
We are demonstrating a
STRONG
PERFORMANCE
for success
On September 6, 2013, Fitch
Ratings upgraded DYH’s local
and foreign currency credit rating
from “B+” to “BB-”.
In 2013, Doğan Yayın Holding maintained
its reputation in the sector and further
increased its financial strength along with all
the companies under its umbrella. As a result
of this sustainable success, DYH’s local and
foreign currency credit rating was upgraded
from “B +” to “BB-” and its outlook was
confirmed as stable by international credit
rating agency Fitch Ratings on September 6,
2013.
As per the financial performance of DYH,
the consolidated revenue of the Company
increased 3% to TL 2,524 million in 2013,
up from TL 2,460 million in 2012. Publishing
accounted for 53% of DYH’s consolidated
revenues, while broadcasting contributed
45% and other activities 2%.
Digital platform and ADSL
subscription revenues
increased 32%.
22
In 2013, consolidated ad revenue remained
on par with the previous year’s figure and
stood at TL 1,254 million.
Consolidated publishing revenues remained
the same as the previous year with TL 1,337
million.
Consolidated broadcasting revenues grew
6% over the previous year to TL 1,132
million. As advertising revenues remained at
the same levels as the previous year, this was
mainly led by 32% growth in digital platform
and ADSL subscriber revenues.
Depreciation of the Turkish lira against the
US dollar, as high as 11% in the last quarter
of 2013 and reaching around 20% for the
whole year, had negative effects on costs
and profitability. In 2013, consolidated gross
profit fell 10% from previous year to TL 653
million due to an increase in costs, while
EBITDA totaled TL 212 million, which was
also below than that of previous year’s.
Consolidated Revenue
(TL million)
2013
2012
Consolidated Broadcasting
Revenue (TL million)
2,524
2,460
While Income from Investment Activities
amounted to TL 50 million in 2013 this
figure was TL 191 million in 2012 due to
both sales profit arising from the sale of the
Hürriyet’s building and land, and annulment
indemnity of a put option agreement of
Turner shares. In addition, net financing
expenses rose to TL 346 million with the
effect of foreign exchange losses. As a result,
DYH’s net loss attributable to the parent
company amounted to TL 188 million in
2013.
2013
2012
1,132
1,070
As of 2013 year-end, the consolidated net
debt position decreased to TL 956 million
from TL 1,344 million in 2012, due to both a
restricted rights issue that took place at the
end of 2013 and cash inflows arising from
notes receivables from fixed asset sales in
2011 and 2012. DYH’s solo net cash position
was at TL 45 million as of December 31,
2013.
DYH’s consolidated net debt
position dropped from TL 1,344
million in 2012 to TL 956 million
at year-end 2013.
In the January-December 2013 period,
DYH’s fixed asset expense totaled TL 158
million (excluding investment property and
programming rights).
Consolidated
broadcasting revenue
increased 6% over the
previous year, rising to
TL 1,132 million.
23
At a Glance
Operations
Sustainability
DYH and the Turkish Media Sector
DYH and the
Turkish Media Sector
Turkish ad market
In 2013, the Turkish advertising
market continued to expand.
Turkish Media Sector and
Ad Market in 2013
Having capped the previous year at
TL 5 billion, the Turkish advertising market
achieved an estimated 12% growth in 2013,
rising to TL 5.6 billion.
CONTINUES
TO GROW
Newspaper ad spending, saw an estimated
3% contraction in 2013, dropping to TL 992
million from TL 1.02 billion in 2012. This
fall in ad spending is mainly due to the fact
that newspapers face intense competition
from the Internet. However, newspapers
still maintain their strong position in the ad
market and remain the second most popular
advertising channel for advertisers.
In 2013, television had the highest share
in total ad revenue with a 54% share, as in
previous years. Accordingly, TV ad spending
increased 20% over the prior year, totaling an As in previous years, the Internet continued
estimated TL 3 billion.
its consistent growth in the ad market in
2013, and it is the third most preferred
advertising channel after television and
newspaper. It is estimated that online ad
spending expanded 13% to TL 827 million
as of year-end. In 2013, the Internet’s share in
overall ad spending remained at 15%.
24
Estimated Ad Spending in Turkey, by Segment (TL million)(*)
2013
2012(*)
Change YoY (%)
3,008
2,517
20
Newspaper
992
1,022
-3
Internet
827
734
13
Outdoor
404
383
6
Radio
133
131
1
Magazine
123
124
-1
72
56
29
5,560
4,968
12
TV
Cinema
Total
(*)
Newspapers maintained their
strong position in the ad market
and remain the second most
popular advertising channel for
advertisers.
Estimated figures from the DYH Advertising Platform.
Ad Spending by Sector
2013 Share (%)
Change YoY (%)
10.0
27.3
Finance
8.4
9.3
Telecoms
7.2
2.7
Construction
6.0
13.3
Cosmetics
5.0
23.6
Publishing (Media)
4.6
2.1
Automotive
4.6
(7.2)
Retail
4.4
(0.2)
Beverages
3.6
9.4
Furniture
3.1
6.9
Other
43.1
15.3
Total
100.0
11.9
Food
Source: DYH Advertising Platform.
25
At a Glance
Operations
Sustainability
Newspaper Publishing, Printing, Distribution and Trade
Newspaper Publishing, We present a
Printing, Distribution
and Trade
DISTINCT
EXPERIENCE
for our readers
As one of Turkey’s most widelyread newspapers, the print
version of Hürriyet reaches out
to 1.6 million individuals every
day according to BİAK data.
In addition, Hürriyet reaches a
total of 6.9 million people per day
through web, mobile and tablet
channels.
Newspaper Publishing
Hürriyet
Hürriyet has been the symbol of good
journalism and reliability in the Turkish
press with its ethical and modern approach
to journalism since its inception in 1948.
Hürriyet opens new windows in the lives
of its readers with its authentic journalism
approach, rich content and supplements
that reflect the varied colors of life. Hürriyet
also offers special channels to advertisers
through its supplements. As one of Turkey’s
most widely-read newspapers, the print
version of Hürriyet reaches out to 1.6 million
individuals every day according to BİAK
data . In addition to the printed newspaper,
Hürriyet reaches a total of 6.9 million people
per day through web, mobile and tablet
channels.
Posta
Since its establishment in 1995, Posta
retains its title as the “Turkey’s best-selling
and most-read newspaper” with its rich
content and dynamic journalism approach
that appeal to a wide audience. According
to BİAK data, Posta is the newspaper with
the highest reach with a total average of 2.5
million individuals daily.
26
Radikal
Started to be published by Hürriyet Group
with a new print dimension and content
approach since October 2010, Radikal plays
a pioneering role in the Turkish press with
its creative initiatives. Offering extensive
content, varying from foreign policy to
culture and the arts, Radikal is the choice
of those who want to reach independent
information on every issue. As of December
2013, Radikal adopted a “digital first” strategy
and implemented a new application on its
radikal.com.tr website, which soon became
a pioneer in the industry. The new design of
the radikal.com.tr website, which became
faster and more detailed with its dual home
page structure, is gaining the admiration of
readers with the addition of new categories.
Fanatik
As the leading brand of sports journalism,
Fanatik has been maintaining its strong
position in the Turkish sports press with its
high quality content that has reached out
to readers of all ages for 18 years. Fanatik
is differentiated through its e-newspaper,
live web TV, smart mobile phone, tablet,
social media and live score applications and
became a pioneer in its segment. According
to the BİAK report(1), with a total average
daily reach of 1.4 million individuals, Fanatik
is ranked fourth among all newspapers.
Distribution, Printing and Trade
Doğan Media International
Established in 1999 to carry out DYH’s
Doğan Dağıtım (Yaysat)
European operations, Doğan Media
Doğan Dağıtım, the widest-reaching media
International prints 23 periodical titles
distribution network in Turkey, carries out
published on four continents in eight
nationwide distribution of 23 national and 11 languages, Hürriyet in particular. In addition
Hürriyet Daily News
As our country’s oldest newspaper in English, regional newspapers; 10 daily, 21 weekly, five to Hürriyet, German and neighboring
biweekly, 136 monthly and 207 bimonthly
Hürriyet Daily News is a respected and
national editions of the international
and longer-period domestic magazines, as
trusted news source followed by diplomats
daily economic newspapers The Wall
well as 313 foreign publications.
and expatriates living in Turkey. As a result,
Street Journal and The Financial Times,
Hürriyet Daily News meets an important
the American publication Stars & Stripes,
need in the Turkish press, in which it entered Doğan Printing Center (DPC)
regional editions of Germany’s highestThe Doğan Printing Center (DPC) facility
50 years ago.
circulated newspaper Bild, the leading
is the largest printing center in Turkey with
German equine sports paper Sportwelt,
its modern and advanced technology
TME
Arabic publications Asharq Al-Awsat and
infrastructure, state of the art production
TME engages in classified print and online
Al-Ahram are among the titles printed at
the facility. Other periodical publications
advertising mainly in real estate, automobile, techniques, machinery park and high
production capacity. DPC is well known
career and human resources, through
include Info & Tips from Poland, China Daily
and preferred across the world with its high and People’s Daily from China, Urishinmun
publishing daily and weekly newspapers,
quality standards and advanced technology. from Korea, Vecer from Macedonia, Rhein
magazines and websites.
DPC carries out printing of weekly, monthly Hunsrück from Rheinland-Pfalz region, as
and periodic magazines of the Doğan Yayın well as The Security Times and New Europe,
News Agency
Holding newspapers as well as non-Group
two important publications deemed among
newspapers and their supplements on a
the major sources by opinion leaders. With
Doğan Haber Ajansı (DHA)
Doğan Haber Ajansı was established in 1999 contractual basis at its facilities located in six all these publications, the total number of
cities in Turkey and also one in Germany.
newspapers printed amounts to 300,000
on the deep-rooted know-how of Mil-Ha
units per day.
and Hürriyet Haber Ajansı of Doğan Group.
Doğan Ofset
Since its establishment, DHA has met the
Doğan Ofset, which prints magazines,
Doğan Dış Ticaret
reliable and high quality news, images and
Doğan Dış Ticaret is mainly involved in
photo needs of Turkish media with its expert supplements, brochures and inserts, is one
of the leading companies with its advanced agency activities and newspaper-magazine
and well-skilled reporters, cameramen and
printing capacity not only in Turkey, but
live broadcast teams. With the slogan of
paper and printing materials imports. In
also in the Middle East and the Balkans.
“Sadece Haber, Tam Zamanında” (Only
addition, Doğan Dış Ticaret carries out
Doğan Ofset enjoys a significant competitive imports and marketing of promotional
News, Just in Time), DHA swiftly delivers
advantage with its superior service quality,
the right news to its subscribers with a
products and various other products subject
professional team, customer-specific
commitment to objectivity. DHA acts
to e-commerce such as furniture, textiles and
solutions, effective distribution organization clothing; and satellite receiver systems for
in line with Doğan Yayın Broadcasting
and machinery park.
Principles, which are parallel to the
receiving satellite broadcasts.
fundamental principles of journalism, and
is an important source for the international
press for developments in Turkey and the
neighboring region.
(1)
BİAK, Turkey readership survey, 12-3 cumulative period data.
27
At a Glance
Operations
Sustainability
Magazine and
Book Publishing
Doğan Burda had a 32% market
share in 2013 with its four weekly,
22 monthly and four specialperiod magazines, and with other
publications.
28
Magazine and Book Publishing
In magazine and book publishing,
we MAKE SUBSTANTIAL
INVESTMENTS
Doğan Burda Dergi
Doğan Burda, operating under the name
Doğan Burda Dergi Yayıncılık ve Pazarlama
A.Ş. since July 2005, is the leader in Turkish
magazine publishing with its authentic and
creative magazines. In 2013, the company
achieved a sales volume of 5.96 million
units and a market share of 32% with four
weekly, 22 monthly and four special-period
magazines as well as 50 publications that are
published at other various periods.
Doğan Burda has continued to invest
in magazine publishing and introduced
valuable publications to Turkish media
in 2013. The world’s best-selling travel /
geography magazine Geo and its valuable
sub-brand Geo Saison, joined the Doğan
Burda portfolio with a successful launch
made in March 2013. In April 2013, Pozitif,
a personal development guide that is to
be published quarterly, was launched. In
May 2013, Nexxt, a free tablet magazine on
technology that is to be published every
two weeks, was launched. Spa & Wellness,
a bimonthly magazine targeting everyone
who is looking for a healthy and wholesome
lifestyle, joined the Doğan Burda portfolio
in September 2013. In addition, a licensed
watch magazine appealing to the luxury
segment, Revolution, started to be published
quarterly in December 2013.
Doğan Egmont
Founded in 1996 with the “Reading is
the future” philosophy, Doğan Egmont
is Turkey’s leading magazine and book
publishing house for children aged 0-14. The
Company currently has more than 1,000
books and 19 magazines in its vast portfolio,
ranging from entertainment to education
and social values.
Doğan Kitap
Operating since 1999, Doğan Kitap publishes
outstanding works of Turkish literature as
well as the best examples of contemporary
world literature in the Turkish language.
Doğan Kitap maintains its strong position in
the world of literature by publishing books
that are listed at the top of the best seller
lists and have high sales figures.
Doğan Egmont is Turkey’s
leading publishing house in the
magazine and book segment
for the age group 0-14.
Dergi Pazarlama Planlama (DPP)
DPP is the sole strong name in the field
of magazine marketing and planning with
its powerful international partnership and
pioneering achievements.
29
At a Glance
Operations
Sustainability
Online Platform
Online Platform
We create
CONTENT-RICH
WEBSITES
for everyone
Online Ad Marketing
Doğan İnternet Yayıncılığı ve Yatırım
A.Ş. (MedyaNet)
The leading online ad marketing company
in Turkey, MedyaNet operates in display,
mobile, online video, performance-driven
digital marketing and social media.
MedyaNet identifies advertising spaces of
internet-based communication channels
together with Turkey’s leading publishers
and submits to advertisers. The company
also manages publication, reporting and
performance management processes of
these advertisements.
News Portals
hurriyet.com.tr
Hürriyet is one of the first newspapers
that went online in Turkey with its website
hurriyet.com.tr which launched in 1997.
Hurriyet.com.tr maintained its leadership in
digital publishing throughout 2013 with 2.1
million daily visitors on average.
posta.com.tr
Posta.com.tr was launched in 2009 to bring
the rich content of the Posta newspaper to
online readers. Among the leaders of online
journalism, as of December 2013, posta.com.
tr was visited by 3.3 million unique visitors.
In addition, its mobile site was visited by an
average of 130 thousand visitors per month
(Gemius December 2013). Posta.com.tr has
170 thousand followers on Facebook and 40
thousand followers on Twitter.
fanatik.com.tr
Turkey’s leading sports website, fanatik.com.tr
had over 3 million unique visitors and over
190 million page views as of December 2013.
Offering sports news with an authentic and
high-quality perspective, fanatik.com.tr’s
mobile site is visited by 400 thousand visitors
per month (Gemius December 2013).
Fanatik.com.tr has 1.3 million followers on
Facebook and 140 thousand followers on
Twitter, thanks to a special emphasis given to
social media interactions.
Fanatik.com.tr develops its own content
through a studio established on its premises
and its own outside camera shots.
Fanatik.com.tr is Turkey’s first sports web TV
having 24/7 live broadcasts.
radikal.com.tr
For 20 years, Radikal has been reporting
the news from Turkey and from around
the world with a dynamic and different
perspective from its headlines to cover
photos and content. Radikal adapted to
the changing world and launched Turkey’s
first digital newspaper, radikal.com.tr, in
December 2013.
Adopting a “digital first” strategy and
turning into a faster, more innovative and
simple- designed digital newspaper that
can be personalized in line with the reader’s
needs, Radikal became a pioneer in the
industry with its dual home page structure.
Constantly updated to follow the rapidly
changing agenda, radikal.com.tr provides
readers with a summary of the latest
breaking news, hottest topics and the last
minute developments; meanwhile, Radikal
Artı provides a more detailed and extensive
analysis of those news with updates made
five times a day.
Source (unless otherwise stated): Comscore, December 2013, Turkey, home and work, total audience data.
(5)
30
hurriyetdailynews.com
Visited by 51 thousand daily unique visitors
(UV) as of December 2013, hurriyetdailynews.
com offers its online readers a wide range of
content including politics, arts, economics,
technology, sports and daily life in English
language.
Classified Ads
arabam.com
Having approximately 3 million individual
users, arabam.com led the way in Turkey by
introducing automotive sector classified ads
with the internet. The website is visited by
an average of 4 million visitors and has some
102 million page views every month. With
a new design launched in December 2013,
arabam.com has close to 290,000 followers
on Facebook.
hurriyetemlak.com
Hurriyetemlak.com, one of the leading
internet sites of the real estate sector, appeals
to a wide audience ranging from professional
real estate agents, construction companies,
contractors to prefabricated home
manufacturers. According to Comscore’s
December 2013 data, the number of
visitors to hurriyetemlak.com increased
21% compared to the same period of the
previous year.
hurriyetoto.com
The number of daily visitors and page views
of hurriyetoto.com have been increasing
with each passing day since its establishment
in 2007.
yenibiris.com
A pioneer of many innovations in online
human resources services, yenibiris.com.tr’s
daily number of visitors and page views
increased 22% and 36%, respectively, in 2013.
As one of Turkey’s leading human resource
websites, yenibiris.com.tr is the second mostvisited career and development website in
Turkey according to Comscore December
2013 data.
ekolay.net
Transferred to Hürriyet Internet Group
from Doğan Online in November 2012 and
continued as a portal until 2013 year-end,
ekolay.net serves as a sector classified ad
website with the “Modern Sarı Sayfalar”
(Modern Yellow Pages) slogan beginning in
2014.
For Family and Socializing
hurriyetaile.com
Hurriyetaile.com is followed by people from
all walks of life with its extremely rich and
diverse topics ranging from men and women
relationships to shopping, pregnancy,
technological products, health and city
guides. The prominent staff of the website,
experts and columnists, are acclaimed by
the masses with their addressing of diverse
aspects of the family concept.
mahmure.com
Mahmure.com was acquired by Hürriyet
Internet Group in November 2012. As
Turkey’s highest-reach women’s platform
together with hurriyetaile.com, mahmure.com
grew by more than 100% to reach a monthly
average of 1.5 million unique visitors by the
end of 2013. Its highly visual new design,
which is acclaimed by the new generation of
young women, its new mobile application
and content quality are mahmure.com’s
most important competitive advantages.
With all these outstanding features, the
website has become a highly acclaimed
medium for Fashion, Beauty, Career, Healthy
Living, Healthy Nutrition and Fitness.
Others
yakala.co
With its continuously enriched and updated
high quality content service, yakala.co has
grown steadily since it was launched in 2010
and reached a vast visitor base. Yakala.co
provides visitors discounts, deals and coupon
offers for many events ranging from culture
and art activities to entertainment venues.
In 2013, with a new interface design, yakala.
co achieved 15% growth in average monthly
page views and 13% growth in the number
of unique visitors.
bigpara.com
Acquired by Hürriyet Internet Group
in November 2012 and later merged
with Piyasanet, bigpara.com was visited
by 1.8 million unique visitors per month
in 2013.
TV & Content
cnnturk.com
Offering speed, quality and reliability
together, CNN Türk plays a key role in
online journalism through cnnturk.com and
effective use of social media. Cnnturk.com
develops and renews itself continuously. In
addition to Smart TV, cnnturk.com offers
mobile applications compatible with all
brands and models of devices and thus
enables broadcasting of CNN Türk content
through all media channels.
In 2013, cnnturk.com came to have a more
effective and dynamic structure through
switching to an infrastructure that paves
the way for organic integration with the TV
channel and interactive services and editorial
flexibility.
kanald.com.tr
Maintaining the title of “Turkey’s most
clicked TV website” for many years,
kanald.com.tr reached 4 million monthly
unique users according to Comscore
December 2013 data.
With its renewed video pages and revamped
infrastructure in 2013, a total of 376 million
videos were watched throughout the
year at kanald.com.tr. In May 2013, the
“Barrier-Free” project was launched for
the disabled audience and reached 130
thousand hearing and visually disabled
individuals. In February, launched with the
name “Oyun Zamanı” (Game Time), the
“Ben Bilmem Eşim Bilir” (My Spouse Knows
Best) mobile game was downloaded by 1.4
million people. Trendykent city building
game, which launched in March, reached
140 thousand members. Kanal D continued
to communicate with its ever-increasing
number of followers and fans in social media
from its corporate accounts in 2013.
NetD.com
NETD, launched in 2012 as a video content
service provider via the internet, provides
users with free access to all episodes of their
favorite series, a constantly updated list of
movies, documentaries, talk shows and
entertainment programs at anytime from
anywhere. NETD aims to deliver a service
that combines quality content with ease of
use.
31
At a Glance
Operations
Sustainability
Television, Radio and
Music Broadcasting
and Production
Television, Radio and Music Broadcasting and Production
Our experience and
TRUST MAKE
A DIFFERENCE
in TV broadcasting
According to TNS data, Kanal D
had 10.21% audience share in All
Day-All Audience from January
01 to December 31, 2013.
Television Broadcasting
Kanal D
Kanal D, a pioneer of dynamism and change
in Turkish television broadcasting with its
creative programming, was the most watched
television channel in 2013 in Turkey as in the
prior year. According to TNS data, Kanal D had
11.66% audience share in All Day A/B SES and
10.21% audience share in All Day-All Audience
from January 01 to December 31, 2013.
CNN Türk
As the first television channel established
through a partnership with an international
media company, CNN Türk was launched
as a joint-venture between DYH and Time
Warner in 1999. With programming-quality
reflecting the successful partnership of two
well-know brands, CNN Türk also has a unique
position as the first national CNN channel
managed outside of Atlanta that offers 24-hour
news coverage in a national language. Started
as a powerful platform of contemporary
news broadcasting, CNN Türk became the
representative of accurate, objective, reliable
and unbiased journalism in Turkish media in a
short time.
32
Aiming to reach its audience 24/7 through
various platforms, CNN Türk developed an
integrated system with cnnturk.com, 92.5
CNN Türk Radio, mobile platforms and
smart TVs. CNN Türk tablet and mobile
applications offer the opportunity to reach
live broadcasts, program content and
breaking news at anytime from anywhere.
Being one of the pioneers in following and
implementing technological developments,
CNN Türk could be watched high definition
at D-Smart channel 30 starting from April
2013.
tv2
Launched in August 2012 with a wide range
of content appealing to audiences of all
ages, tv2 has gained a broad audience in
less than two years. DYH’s tv2 has achieved
a significant success among national
entertainment channels with its popular
foreign series, domestic productions,
entertainment programs, cartoons and
thematic movies.
Dream TV
Launched in 2003 with the “Follow your
dreams” slogan, Dream TV broadcasts
popular international music and alternative
Turkish music videos. In 2004, DreamTürk
started broadcasting with the “Native
Language of Music” slogan and became a
popular music channel with Turkish pop
music videos that appeal to a wide range of
audiences.
European Operations
Doğan Teleshopping
Doğan Teleshopping, which provides the
opportunity to shop via TV broadcasting
and the internet, has been operating under
the umbrella of DYH since 2007. D Shopping
channel enables viewers to shop from
home for a wide range of products from
electronics to kitchenware, healthy nutrition,
beauty and hobby products through 24/7
broadcasting. In addition, with the “Her Eve
Lazım” (A Must for Every Home) program,
which has become a household name in
Turkey, offers practical products designed to
add comfort to daily life.
Euro D
Euro D was founded in 1996 to provide
Turkish people living in Europe with an
opportunity to follow the agenda of the
country and quickly became a channel of
choice with its rich programming range. Euro
D keeps Turks residing abroad in contact
with Turkey with a variety of content ranging
from news to magazine, entertainment to
health programs.
Kanal D Romania
Kanal D Romania started broadcasting
on February 18, 2007 with a national
broadcasting license and significantly
increased its audience in a short time. As of
2013 year-end, Kanal D Romania ranks third
among the 18-49 years of age urban viewers
in the all-day audience category.
Euro D keeps Turkish people
residing abroad in contact with
Turkey with a variety of content
ranging from news to magazine,
entertainment to health programs.
33
At a Glance
Operations
Sustainability
Television, Radio and Music Broadcasting and Production
Television, Radio and
Music Broadcasting and
Production
HIGH QUALITY AND
UP-TO-DATE
Doğan Radio Group aims to
contribute to the development
of digital radio broadcasting in
Turkey and to become the pioneer
of this newly emerging area.
Radio Broadcasting
broadcasting in different
frequencies
Doğan Yayın Holding sets an example with
its high quality and original radio stations,
namely Radyo D, CNN Türk Radio and Slow
Türk Radio. According to the latest survey
conducted in the first quarter of 2013, DYH
Radio Group had a total audience reach of
14.13%.
In the last quarter of 2013, Doğan Yayın
Holding started infrastructure work on
a web portal that is include 10 thematic
digital radio stations as well as digital
broadcasting of Radyo D and Slow Türk.
Doğan Radio Group aims to contribute
to the development of the digital radio
broadcasting in Turkey and to become the
leader of this newly emerging area.
Radyo D
A follower of innovations with its dynamic
approach, Radyo D is one of the first
nationally broadcasting radio stations in
Turkey. Keeping abreast of the developments
in radio broadcasting and implementing
modern technologies, Radio D broadcasts
Turkish pop music via fully digital systems.
DYH serves as a model in the
sector with its radio stations
that broadcast high quality
and unique programming.
34
Slow Türk
Slow Türk has become one of the most
popular radio stations in Turkey with
romantic love songs aired round-the-clock.
Radyo D and Slow Türk radio reach out to
their audience through the D-Smart digital
platform, Turksat satellite, the terrestrial
broadcasting network, internet broadcasts,
and tablet and mobile applications.
CNN Türk Radio
Established as a joint venture between
DYH and Time Warner, CNN Türk Radio
broadcasts high quality programming 24/7
on frequency 92.5. The broadcast stream
of CNN Türk TV is aired live on CNN Türk
Radio.
Television and Music Production Kanal D Home Video
D Productions
D Productions was established under the
name ANS International in 1992 and joined
the Doğan TV Holding family in 1998. Since
2005, the company has continued to operate
as D Yapım Reklamcılık ve Dağıtım A.Ş. As
one of the leading production companies
in Turkey with its high service quality, D
Productions produces TV series, programs,
movies and advertisements and provides
movie distribution services.
InDHouse
As Doğan TV Holding’s second production
company, InDHouse is best known with its
popular TV programs that are acclaimed
by millions. “Ben Bilmem Eşim Bilir” (My
Spouse Knows Best), the competition
show that draws the entire nation in front
of the television screen, and “İntikam”, an
adaptation of the series “Revenge” that
is still being broadcasted on America’s
ABC network, are some of the programs
produced by InDHouse.
Aimed to provide TV audiences with
cinema-quality movies at home, D
Productions launched the Kanal D Home
Video brand to offer the best films with
superior image quality.
Doğan Music Company (DMC)
DMC has been best known as the producer
of hit songs in the music industry since its
establishment in 2000. DMC is the leader in
the sector with around 20% market share in
physical distribution and 60% market share
in the digital space, including the catalogs of
its own and of the companies it represents.
D Productions and InDHouse,
Doğan TV Holding’s companies
which produce TV series and
programming, have achieved
success with their television
programs that have garnered the
appreciation of millions.
35
At a Glance
Operations
Sustainability
Digital TV
Platform
Digital TV Platform
PIONEERING AND
SUCCESSFUL
practices in digital broadcasting
As the fastest growing digital
platform in Turkey, D-Smart
delivers TV and Internet services
to about 2 million households
today.
D-Smart
A one-stop entertainment platform offering
both internet and television services,
D-Smart Net, was created to provide
D-Smart, one of the leading digital
customers with price advantages besides
broadcasting platforms in Turkey, has been
ease of use. As the only DTH platform in
operating under the umbrella of Doğan
Turkey that offers double game, that is TV
TV Holding since 2007. Platform-specific
+ internet services, D-Smart offers content
thematic channels, 41 HD channels, all of
the national channels, hundreds of domestic access services via internet with the D-Smart
and foreign satellite channels transmitted on BLU application, in addition to services
it offers via satellite. Aiming to provide
Turksat, and digital content are among the
subscribers with diversified services, D-Smart
main services that D-Smart offers users. As
the fastest growing digital platform in Turkey, offers its rich content from other devices
such as desktop computer, iPhone and iPad
D-Smart delivers TV and Internet service to
with D-Smart BLU.
about 2 million households today.
D-Smart demonstrates steady growth by
closely following industry developments and
investing in Internet and digital broadcasting
technology. In the 2010, D-Smart joined
forces with Smile brand which offers Internet
access services started to provide internet
services under the name D-Smart Net.
In addition to sports such as Champions
League and UEFA matches, NBA, Formula
1, Moto GP, La Liga and the Turkish Airlines
Euro League; movies, series, documentaries,
children’s and lifestyle channels constitute
the wide variety of D-Smart’s content.
Number of D-Smart Subscribers
D-Smart TV
2013
2012
1,033,398
871,565
+19%
D-Smart Net
2013
2012
+5%
Source: D-Smart.
36
358,034
341,361
Other Operations
We offer
Other Operations
A VARIETY OF
SOLUTIONS
to our customers
Financial Services
Doğan Faktoring
Doğan Faktoring carries out comprehensive
risk analysis for trade receivables with its
well-skilled workforce to eliminate the
possible payment problems of its customers.
Doğan Faktoring carries out
comprehensive risk analysis for
trade receivables with its well-skilled
workforce to eliminate the possible
payment problems of its customers.
37
At a Glance
Operations
Sustainability
Segment Operations in 2013
Segment Operations
in 2013
We maintain
Market LEADERSHIP
in the media sector
Average Daily Newspaper Circulation (%)
DYH
21%
Other
79%
In 2013, DYH’s total average net daily
newspaper circulation is estimated to have
declined by 2.6% to 1.06 million with a
corresponding market share of 21%. Hürriyet
Group’s newspapers (Hürriyet, Radikal and
Hürriyet Daily News) had a total average
daily newspaper circulation of 432 thousand
while Doğan Gazetecilik’s newspapers (Posta
and Fanatik) reached a total average daily
newspaper circulation of 627 thousand.
Source: Doğan Dağıtım (2013).
Magazine Circulation Market Share (%)
DYH
37%
Other
63%
Source: DPP (Dergi Pazarlama Planlama A.Ş) and Doğan Burda Dergi Yayıncılık (2013).
38
Publishing Operations in 2013
The average daily net newspaper circulation
in Turkey increased to 5.1 million in 2013,
up from 4.8 million in 2012. The rise in
circulation is believed to be due to the
increase in free distributions and the entry of
new newspapers to the market during this
period.
As for the Turkish market for magazines that
sell ad space, which includes Doğan Burda,
the number of magazines sold decreased
9.5% from the previous year to 18.5 million
units by 2013 year-end.
In 2013, DYH maintained its leading position
in the magazine publishing sector with its
prestigious brands and innovative vision.
As the pioneer of change in the magazine
market, Doğan Burda implemented projects
highlighting its existing brands and enhanced
its portfolio with the introduction of the
new magazines throughout 2013; therefore,
the company managed to maintain its share
despite the downturn in the magazine
ad market. Doğan Burda achieved a sales
volume of 6 million units in 2013. DYH’s
total magazine sales in 2013, including its
other magazine-publishing subsidiary Doğan
Egmont, decreased 2.9% to 6.8 million,
while DYH’s market share in total magazine
circulation is estimated to be around 37%.
Doğan İnternet Yayıncılığı ve Yatırım A.Ş.
(MedyaNet), which was purchased by DYH
on June 21, 2013, carries out intra-group
and non-group internet ad marketing.
MedyaNet’s 2013 non-group ad revenue was
consolidated into publishing ad revenues.
DYH’s total publishing ad revenues remained
the same as the previous year despite the
decline in ad revenues from its international
operations. The fall in ad revenues of
TME, which accounts for a major share in
international ad revenues, was mainly due to
the economic slowdown in Russia in 2013,
where a majority of international ad sales
were made.
Medyanet, acquired by DYH
in 2013 positively, contributes to
consolidated ad revenue.
Circulation and printing revenues remained
on par with the previous year’s figure and
stood at TL 314 million. Consolidated total
publishing revenues (before inter-segment
eliminations) decreased 2% and amounted
to TL 1,369 million in 2013. With the impact
of increased operating expenses, Earnings
before Interest, Taxes, Depreciation and
Amortization (EBITDA) declined to
TL 101 million.
Publishing
Independently Audited
(TL million)
31.12.2013
31.12.2012
YoY (%)
1,369
1,391
-2
9
49
-82
EBITDA(*)
101
139
-28
Net Profit/(Loss)
-28
176
-
Operating Profit/(Loss) Before
Other Income/(Expense)
EBITDA was calculated by DYH. All revenue and EBITA numbers of the segments, are the figures
before eliminations were made among the segments.
(*)
39
At a Glance
Operations
Sustainability
Segment Operations
in 2013
Segment Operations in 2013
INCREASING NUMBER
OF USERS
in digital TV platform
Consolidated broadcasting
revenues increased 6% and rose to
TL 1,152 million in 2013 compared
to the prior year.
Broadcasting Operations in 2013
According to TNS A.Ş. data, the company
that has been providing rating measurement
services to the sector since September 17,
2012, Kanal D had 11.66% audience share in
All Day A/B SES and 10.21% audience share
in All Day-All Audience between January 01
- December 31 2013. Therefore, it kept the
title of being the most watched television
channel in Turkey in 2013 as in the previous
year.
Rapidly increasing its revenues in the
broadcasting segment, D-Smart continued
to grow through stable investments in
2013; the number of Pay TV subscribers
increased 19% compared to the previous
year and exceeded 1 million. By the end of
2013, D-Smart maintained its position as
the second digital pay TV operator. The
number of D-Smart pay TV subscribers
reached 1,033,398 and the number of ADSL
subscribers increased to 358 thousand by
2013 year-end.
Consolidated broadcasting revenue (before
inter-segment eliminations) increased 6%
over the prior year and totaled TL 1,152
million in 2013. Ad revenues increased 1%
compared to the previous year.
Digital platform subscription revenue,
categorized under broadcasting revenues,
increased 32% over the previous year to TL
401 million and reached a 35% share in total
broadcasting revenue. Other sales, including
the Group’s sales made to Star TV, decreased
24%.
Due to the increased program and
marketing costs, EBITDA decreased to TL
108 million in 2013.
Broadcasting
(TL million)
31.12.2013
31.12.2012
YoY (%)
1,152
1,090
6
3
110
-97
EBITDA(*)
108
189
-43
Net Profit/(Loss)
-164
104
-
(*)
40
EBITDA is calculated by DYH. All segment income and EBITDA figures are before inter-segment
eliminations.
Digital platform subscription
revenue, categorized under
broadcasting revenues, increased
32% over the previous year
to TL 401 million
“Other” segment operations in 2013
GSM card sales revenue and other revenues mainly from Doğan Dağıtım’s non-media
operations are reported under the “Other” segment.
In 2013, consolidated revenue of this segment fell 6%. EBITDA amounted to TL 4 million.
Other
(TL million)
31.12.2013
31.12.2012
YoY (%)
57
60
-6%
3
-12
-
EBITDA(*)
4
-10
-
-37
-4
-
Net Profit/(Loss)
(*)
EBITDA is calculated by DYH. All segment income and EBITDA figures are before inter-segment
eliminations.
41
At a Glance
Operations
Sustainability
Corporate Social
Responsibility
Corporate Social Responsibility
We develop projects for
YOUNG
GENERATIONS,
who will take Turkey into the future.
Having acted as a good corporate
citizen since its foundation, DYH
and all companies under its
umbrella develop and undertake
initiatives to resolve social
problems and meet society’s
needs.
A country needs well-educated and
well-equipped citizens with a high level
of social awareness to achieve sustainable
development. Therefore, any investment in
Turkey’s young and dynamic population will
ensure our country’s success in the future.
Private sector companies that contribute
to the national economy and employment
with their corporate social responsibility
(CSR) projects sustain social development.
Having acted as a good corporate citizen
since its foundation, DYH and all companies
under its umbrella develop and undertake
initiatives to resolve social problems
and meet society’s needs. DYH believes
that women play a critical role in social
development, and therefore, concentrates
its CSR efforts on the defense of women’s
rights and the education of girls. In 2013, the
Company also carried out projects to raise
public awareness in the areas of education,
environment, health, culture and the arts,
and particularly to add value to younger
generations.
Corporate social responsibility initiatives
implemented under the leadership of DYH
companies and Aydın Doğan Foundation
reach a wide audience through mass
media. Thus, these projects not only create
significant value, but also help increase
public awareness.
42
Aydın Doğan Foundation
Established on April 15, 1996, Aydın
Doğan Foundation contributes to Turkey’s
development with a wide range of charitable
activities. The Foundation not only builds
educational facilities and dormitories for
young generations, but also encourages
success in all areas including, health, culture,
the arts and sports by organizing national
and international competitions.
A reflection of Doğan Group’s approach
to social responsibility, the Foundation has
attained a well-respected position in both
the domestic and international arena with its
strong administrative and financial structure.
Aydın Doğan International Cartoon
Competition
The Aydın Doğan International Cartoon
Competition is regarded as the world’s most
prestigious competition of its kind. In 2013,
842 artists from 77 countries participated in
the competition with 2,544 cartoons. The
Selection Committee awarded the first prize
to Polish artist Krzysztof Grzondziel, the
second prize to Asuman Küçükkantarcılar
from Turkey, and the third prize to Pol Leurs
from Luxembourg.
Open to professional and amateur
cartoonists from all countries, the 30th
edition of the competition in 2013 was held
with no subject limitations. Throughout
its history, a total of 7,800 artists from 137
nations have participated in the Aydın
Doğan International Cartoon Competition
with around 80,000 entries.
Exhibitions
As in previous years, the cartoons considered
worthy of exhibition to the Aydın Doğan
International Cartoon Competition were
presented to the general public in 2013. The
award-winning cartoons were displayed
in exhibitions organized in Adana, Ankara,
Balıkesir, Eskişehir, Istanbul, Izmir, Mardin,
Muğla and Ordu (Ünye).
To date, a total of 7,800 artists
from 137 nations have submitted
around 80,000 entries to the
Aydın Doğan International
Cartoon Competition, of which the
30th edition was held in 2013.
Young Communicators Competition
Aydın Doğan Foundation annually organizes
the Young Communicators Competition
with the communications departments
of universities to support continuous
development of the media workforce
and to increase the number of qualified
employees in the sector. In 2013, a total
of 1,169 students participated in the 25th
edition of the Competition with 1,014
projects in the categories of publishing,
broadcasting, advertising, public relations
and online media. The selection committee
awarded 129 students and 66 projects. The
award-winning students were also given the
opportunity to attend training programs
designed for gaining professional knowledge
and experience in one of the newspapers,
magazines, or television or radio channels of
Doğan Yayın Holding.
43
At a Glance
Operations
Sustainability
Corporate Social
Responsibility
We reward success as a way of contributing to
Since its establishment,
Aydın Doğan Foundation has
undertaken many projects to help
improve the conditions and raise
the quality of the educational
system in Turkey.
Aydın Doğan Award
Every year, Aydın Doğan Foundation gives
awards to individuals who have gained
significant achievements in their profession
and made contributions to their nation,
the world and humanity in different fields
such as culture, arts, literature and science.
In 2013, the Aydın Doğan Award was
given in the “Turkish Music” category. The
Selection Committee included Prof. Dr.
Alaeddin Yavaşça (Chairman), Prof. Adnan
Koç, Doğan Hızlan, Erol Sayan, Fatih Salgar,
Gönül Paçacı, H. Özgen Gürbüz, Mehmet
Güntekin and Serap Mutlu Akbulut. The
Selection Committee granted the Aydın
Doğan award to Prof. Dr. Nevzad Atlığ for his
work spanning 65 years in the recent history
of Turkish Music and for his outstanding
services throughout his prolific career. The
Committee also awarded the Classical
Turkish Music Foundation for its lasting,
sustainable, effective and results-oriented
projects in recent years.
44
THE betterment
of the WORLD
AND HUMANITY
• Aydın Doğan Elementary School,
Göztepe-Istanbul
• Yaşar ve İrfani Doğan Industrial Vocational
High School, Kelkit-Gümüşhane
• Milliyet Anatolian Teachers High School,
Erzincan
• Hürriyet Anatolian Vocational High
School for Hotel Management, Erzincan
• Aydın Doğan Vocational High School for
Trade (Communications), Istanbul
• Aydın Doğan Vocational High School for
Health, Istanbul
• Gümüşhane University Kelkit Aydın
Doğan Vocational School, Gümüşhane
• Galatasaray University Aydın Doğan
Auditorium, Istanbul
• TEGV Sema and Aydın Doğan Education
Park, Istanbul
• Sema Doğan Park, Gümüşhane
• Aydın Doğan Center for Science and the
Arts, Afyon
• Nene Hatun High School Aydın Doğan
Dormitory for Girls, Erzurum
• Erzincan University Aydın Doğan
Education
Dormitory for Girls, Erzincan
Since its establishment, Aydın Doğan
• Hacı Hüsrev Doğan Dormitory for Girls,
Foundation has undertaken many projects
Kelkit Gümüşhane
to improve the conditions and raise the
• Aydın Doğan Dormitory for Girls, Kürtün
quality of the educational system in Turkey.
Gümüşhane
The schools and dormitories constructed by • Aydın Doğan Dormitory for Girls, Köse
the Foundation and donated to the Ministry
Gümüşhane
of National Education are listed below:
• Aydın Doğan Dormitory for Girls, Şiran
Gümüşhane
• Sema Işıl Doğan Elementary School,
• Aydın Doğan Sports Complex,
Gümüşhane
Gümüşhane
• Atatürk University Aydın Doğan Private
Elementary School, Erzurum
Kelkit Aydın Doğan Vocational School
Kelkit Aydın Doğan Vocational School,
part of Gümüşhane University, opened
with 90 students on September 28, 2003.
The number of students studying at the
Vocational School reached 643 during the
2012-2013 academic year. The associate
programs at Kelkit Aydın Doğan Vocational
School are: Computer Technologies,
Agricultural and Livestock Production,
Electronics and Automation, Accounting
and Taxation, Transportation Services and
Veterinary Medicine.
With the support of the Foundation,
Kelkit Aydın Doğan Vocational School
also provides English classes. Further, the
Organic Agriculture Program, which is in
high demand by students in the region, is
designed to develop local agriculture, and
spread the use of and raise local awareness
about sustainable agriculture techniques.
Aydın Doğan Vocational High School for
Trade (Communications)
Providing education in the fields of
journalism, radio and television, Aydın
Doğan Vocational Trade High School held
its 12th graduation ceremony in 2013. Aydın
Doğan Vocational Trade High School was
established by Aydın Doğan Foundation 15
years ago, and then donated to the Ministry
of National Education. As in previous years,
the high school continues to be one of the
top choices of students with the highest
scores on the entrance exams. Out of the
88 students who graduated in 2013, 85
were entitled to enroll in a university. In
order to increase the students’ motivation,
the Foundation also awards various prizes
to the top three successful students and
all graduates at the end of each academic
year. As in previous years, the Foundation
continued to support the school with
foreign language education, to help students
enhance their level of English.
Aydın Doğan Vocational High School for
Health
Opened by Prof. Dr. Nabi Avcı, the Minister
of National Education, on April 24, 2013,
Aydın Doğan Vocational High School
for Health is an important step towards
cultivating healthcare professionals for the
future. With its classrooms, technology
infrastructure, social and educational
facilities to meet every need, the high school
fulfills all the requirements for modern
education.
Having a capacity for 720 students, Aydın
Doğan Vocational High School for Health
will provide education for emergency
medical technicians, anesthesia technicians,
and nurses. The high school consists of
27 classrooms, laboratories, an indoor
gymnasium, an IT classroom, a library and a
multi-purpose hall that can accommodate
up to 140 people.
Dormitories for Girls
Aydın Doğan Foundation continues to
provide support to girls’ dormitories
constructed by the Foundation and later
donated to the Ministry of National
Education within the scope of the “Dad,
Send Me to School” campaign, which had
attracted much public attention. These
dormitories are: Nene Hatun High School
Aydın Doğan Dormitory for Girls (Erzurum),
Aydın Doğan Dormitory for Girls (Erzincan),
Hacı Hüsrev Doğan Dormitory for Girls
(Kelkit), Aydın Doğan Dormitory for Girls
(Kürtün), Aydın Doğan Dormitory for Girls
(Köse) and Aydın Doğan Dormitory for Girls
(Şiran).
In 2013, Aydın Doğan Foundation hosted
students living in these dormitories, who
ranked in the top three in their respective
schools, together with coordinating teachers
in Istanbul for four days. The purpose of
this organization was to award students’
achievements and also to contribute to their
social and cultural development. As part of
the program, students had the opportunity
to visit universities as well as Istanbul’s
cultural and historical sites.
Aydın Doğan Foundation supports Aydın
Doğan Vocational High School for Health
with foreign language education, to help
students enhance their level of English.
45
At a Glance
Operations
Sustainability
Corporate Social
Responsibility
Initiatives
TEGV Sema and Aydın Doğan Education
Park
Aydın Doğan Foundation continues
to support the Fındıkzade Sema and
Aydın Doğan Education Park, which was
established by the Educational Volunteers
Foundation of Turkey (TEGV) in 1996.
Kalender Metin Doğan Community
Kitchen
Through the Kelkit Social Assistance
and Solidarity Foundation, Aydın Doğan
Foundation supports Kalender Metin Doğan
Community Kitchen in Kelkit, where an
average of 150 people are served hot meals
daily during winter and 100 people per day
during summer.
London School of Economics
The Aydın Doğan Foundation is among
the sponsors of the Contemporary Turkish
Studies Chair at the European Institute of the
London School of Economics (LSE), one of
the most prestigious educational institutions
in the world. The chair will provide great
support for the global recognition of
modern Turkey.
Aydın Doğan Center for Science and Arts
Aydın Doğan Center for Science and Arts
endeavors to identify gifted or highly
talented children at the elementary or junior
high school level and to make the best of
their potential. The Center is an educational
institution affiliated with the Ministry of
National Education, General Directorate of
Special Education Guidance and Counseling
Sema Doğan Park in Gümüşhane
Services. Aydın Doğan Foundation continues
The purpose of the Sema Doğan Park, which to support the Center, where gifted children
was inaugurated on July 24, 2008, is to enrich are educated by specially trained teachers
cultural and social life in Gümüşhane. The
and using special tools and programs.
Park is designed to host various activities.
The covered areas inside the Park feature
Other Activities
a hall that can accommodate cultural and
entertainment activities such as receptions,
Education Reform Initiative (ERG)
concerts and conferences. The open area
Pursuing “high quality education for
features an amphitheater, which can host
all”, Aydın Doğan Foundation supports
movie screenings, theater plays, concerts,
numerous projects that aim to improve the
folkloric dances and conferences, as well as
educational conditions in Turkey. To this
children’s playgrounds, a basketball court, a
end, together with other prominent Turkish
tennis court and picnic areas.
foundations, Aydın Doğan Foundation
serves as an active member on the Board
of the Education Reform Initiative. The
Initiative undertakes educational reform and
related research and monitoring studies for
the social and economic development of
the country.
Third Sector Foundation of Turkey
The Third Sector Foundation of Turkey
(TÜSEV) was established in 1993 by 23 civil
society organizations including leading
foundations and associations in Turkey
in order to develop the legal, fiscal and
operational infrastructure of the third (nonprofit) sector. Today, over 100 trustees of the
Foundation collaborate under the roof of
TÜSEV to encourage civil society initiatives
in Turkey. As a founder and Board member
of TÜSEV, Aydın Doğan Foundation actively
supports these initiatives.
Sema and Aydın Doğan Education Park
organizes various educational activities
in order to develop children’s language
and communication skills, contribute to
their personal and mental development,
foster their interest in the arts, science and
technology and educate them in these fields.
Sema and Aydın Doğan Education Park has
offered educational support to nearly 70,000
children since its inauguration 17 years ago.
46
FOR A BETTER
LIFE
Hürriyet’s “No! to Domestic
Violence” Campaign
Promotion and fundraising efforts for the
campaign via cultural activities continued
throughout 2013. The campaign team
organized a “Nilüfer 13 Düet” concert on
The “No! to Domestic Violence” campaign
April 17, 2013, and concert proceeds were
launched by Hürriyet newspaper to draw
donated to the Emergency Helpline. The
attention to and raise public awareness
group Kırmızı dedicated their single “Araf”
about domestic violence against women
to the campaign and hence, the campaign
completed its ninth year in 2013.
was effectively communicated via social
platforms. Additionally, the singer Nerhan
As in previous years, the campaign
dedicated his “Bi’ tek Sen Anlardın” music
served as a solution partner to non-profit
organizations and the Ministry of Family and video to the “No! to Domestic Violence”
Social Policies also in 2013. Awareness-raising campaign.
activities included exhibitions, university
The sales of socks specially designed by Penti
conferences, workshops, opinion-sharing
Socks for the “No! to Domestic Violence”
in national and international platforms,
fundraising activities, special ads and TV ads. campaign, and the SMS campaign to aim
bring-in to the Emergency Helpline also
continued throughout 2013.
The “No! to Domestic Violence” campaign
also joined the One Billion Rising campaign,
The success of the projects carried out
a global movement to end violence
within the scope of the “No! to Domestic
against women. The representatives of the
campaign attended the special event for the Violence” campaign was recognized
with awards in 2013. The website
project, held on March 8, 2013 in Istanbul.
Within the scope of this project, which was siddetekarsiyuzbinsms.com received the
“Golden Spider (Altın Örümcek) Social
launched in Turkey for the first time, the
“No! to Domestic Violence” campaign joined Responsibility Award”, as well as another
award in the category of “Women’s Health”
with thousands of women against violence
from the Public Health Association of
and repeated this call in solidarity.
Turkey. Additionally, the campaign ad won
first prize in the category of “Corporate
Social Responsibility and Public Awareness”
at MediaCat Felis Awards.
The “No! to Domestic Violence”
Campaign launched by Hürriyet
newspaper to draw attention to
and raise public awareness about
domestic violence against women
completed its ninth year in 2013.
In order to promote the “No! to Domestic
Violence” campaign more effectively, efforts
were undertaken to drive traffic to social
media accounts, as a result, the number of
followers increased significantly.
47
At a Glance
Operations
Sustainability
Corporate Social
Responsibility
In 2013, the Emergency Helpline
of the “No! to Domestic Violence”
Campaign received calls from
across Turkey as well as from
Germany and France.
Campaigns that raise awareness
FOR A DEVELOPED
SOCIETY
Emergency Helpline
Providing support on legal, psychological
and safety issues to victims of violence, the
Emergency Helpline continued to be active
24/7 in 2013 as well. Calls to the Emergency
Helpline are answered only by psychologists.
In 2013, the Emergency Helpline received
4,181 calls; of these calls, 2,070 people
were informed about domestic violence,
and 1,724 were either victims or relatives
and friends of victims. Some 4% of callers
were men, 90% were women and 6% were
children. In 2013, 63.43% percent of the
victims suffered from violence at the hands
of their spouses.
Two in five victims complained of physical
violence and about half of this group
claimed to suffer from other types of abuse,
as well.
It was determined that the lives of 299
victims calling the line in 2013 were in
danger, and in these cases, the Emergency
Helpline collaborated with police forces and
Two in five victims calling
the Emergency Helpline
complained of physical
violence.
48
directed a large number of the victims to
shelters. In addition, one in five women, who
called the line were directed to psychological
support institutions.
In 2013, the Emergency Helpline received
calls from across Turkey as well as from
Germany and France.
Educating, informing and conferences
In 2013, awareness-raising programs were
carried out at Esenler Şerife Balcı Cultural
Center and Sancaktepe Community House,
under the “No! to Domestic Violence“
campaign. Further, the campaign was
promoted at Yıldız Technical University, Koç
University and Istanbul Technical University.
The students of Atılım University in Ankara
received training on domestic violence, while
psychology students attended conferences
to learn about the Emergency Helpline
and psychological conditions of helpline
responders. Additionally, various conferences
on domestic violence were organized at
Yıldız Technical University, Acıbadem
University and Istanbul Technical University.
Rightful Women Platform
The Rightful Women Platform is a social
responsibility project launched by Hürriyet
newspaper to draw public attention to
discrimination against women and prevent
all forms of discrimination. In 2013, the
Platform continued efforts to increase
public awareness about women’s rights, and
focused on supporting the nomination and
election of more women in the 2014 Local
Elections.
Hürriyet-Koruncuk Foundation
Collaboration
“Dad, Send Me to School”
Campaign
Launched by Doğan Gazetecilik on April
23, 2005, the “Dad, Send Me to School”
campaign aims to make sure that all girls in
all parts of Turkey benefit from educational
opportunities. Spearheaded by Hanzade
Doğan Boyner, the Honorary Chairperson
of Doğan Gazetecilik, the project has
helped transform many girls into productive
individuals through education.
Under the campaign, financial support
is provided for girls, who are deprived
of educational opportunities across
In collaboration with the Turkish Foundation the country and a series of activities are
for Children in Need of Protection
organized to raise public awareness on
(Koruncuk Foundation), Hürriyet newspaper this issue. To date, many institutions have
visited the Koruncuk Village in 2013 and
supported the “Dad, Send Me to School”
gave out gifts to the children staying at the
campaign, to which Doğan Gazetecilik has
Village, including books, CDs, electronic
also contributed TL 1 million. As part of
devices, according to their age groups. Later, the campaign, dormitories and classrooms
the children were invited to visit Hürriyet
were built in 15 cities identified as those
with the greatest need and scholarships
newspaper and chatted with the writers
Yılmaz Özdil, Doğan Hızlan, Mehmet Arslan were given to students in financial need.
Throughout the eight years since the launch
and Murat Yetkin in a friendly atmosphere.
The photography course presented by
of the campaign, various individuals and
Sebati Karakurt, the photo editor of Hürriyet institutions constructed 33 dormitories
newspaper, drew much interest from
and 12 elementary schools, and 10,524 girls
children. The children were also taken to
received educational scholarships. Aydın
theaters, movies and exhibitions, and those
Doğan Foundation supported the campaign
who had to complete an internship were
by building five dormitories for girls. These
provided with internship placements at the dormitories provide shelter for nearly 3,500
World of Hürriyet.
girls each year.
With these activities, Hürriyet newspaper
and Koruncuk Foundation made a great
contribution to children’s social and cultural
development.
School” has reached a wide audience in a
very short time. In 2013, DYH newspapers
played a key role in raising public awareness
on the campaign by publishing news that
was influential in finding solutions to
structural problems like the appointment of
female directors to girls’ dormitories and the
revision of the scholarship regulation.
As in previous years, educational workshops,
where problems regarding girls’ education
were discussed, were organized under of
the campaign in 2013. The findings of these
workshops and relevant solution were
shared with the public and the authorities at
the Ministry of National Education.
Collaborations with non-profit organizations
also continued throughout 2013. For
example, a two-day special training session
was held for the administrators of regional
primary boarding schools, jointly with the
Turkish Association of Private Schools;
training seminars for 500 parents were
organized in five cities around the theme
“My Child and I” in collaboration with the
Mother and Child Education Foundation
(AÇEV). In cooperation with the Turkish
Family Health and Planning Foundation,
seminars on hygiene and health and in
collaboration with Eczacıbaşı, seminars
entitled “Our Body and Health” were
organized for female students staying in
the dormitories. In terms of private sector
collaborations, Kamil Koç Buses sponsored
the furnishing of the common areas in the
With a great sense of social responsibility, the dormitories and girls staying in dormitories
newspapers under the umbrella of Doğan
were also offered music lessons in these
Gazetecilik have also undertaken effective
common areas.
efforts, and as a result, “Dad, Send Me to
49
At a Glance
Operations
Sustainability
Corporate Social
Responsibility
Efforts to make life easier
FOR THE DISABLED
PEOPLE
in our society
“Dad, Send Me to School” has also received
support from universities since its launch.
This support has eventually transformed into
a platform for multilateral cooperation to
contribute to the education of girls staying
in dormitories through several activities and
seminars. To this end, students of Sabancı
University visited Kars Merkez Sabancı
Dormitory for Girls and Sarıkamış Milliyet
Dormitory for Girls, as part of their social
awareness course. Moreover, Işık University
included a social awareness module in its
curriculum and organized various activities
at Mardin Milliyet Dormitory for Girls.
While contributing to students’ education,
the Campaign also aims to support the
professional development of administrators
and teachers of dormitories. A one-week
training program on topics including
puberty, dormitory management,
communication skills and budget
management was organized in Istanbul.
In order to support the cultural and artistic
development of students staying in the
girls’ dormitories, a competition is organized
annually in the categories of painting, poetry
and essay writing. The top-ranking students
are invited to Istanbul to receive their awards
at the ceremony.
Throughout the eight years since its launch,
numerous individuals and corporations
have supported the “Dad, Send Me to
School” campaign, and thus, it is becoming
more and more effective with each passing
day. From governorships across Turkey
50
to Limak Holding, Hacı Ömer Sabancı
Foundation, the Union of Chambers and
Commodity Exchanges of Turkey, Metro
Group, Garanti Bank, Enka Foundation,
Oriflame and Siemens, several organizations
have eagerly supported the campaign by
either constructing dormitories or granting
scholarships to girls. To date, over 300,000
individuals have made donations of more
than TL 35 million.
In 2013, messages related to social
responsibility projects either directly carried
out or supported by Doğan TV Holding
as well as campaigns to promote various
associations were integrated into TV series
and programs in order to reach a wider
audience. For example, the “Dad, Send
Me to School” campaign was used for the
fundraising night scene in the first episode of
TV series “Kayıp”.
It is a known fact that families inspired
by the campaign began to enroll their
daughters in school. Another contributing
factor is that school administrators, who
participated in the training programs, paid
visits to many villages and urged families to
send their daughters to school. As a result,
it is thought that the campaign’s added
value is even greater and that the number of
girls enrolled in schools is even higher than
estimated.
Publishing Support for the Visually and
Hearing Impaired
With its “No Barriers Between Us” project,
Kanal D initiated an innovative practice
in 2011 and broke new ground in TV
broadcasting. Kanal D’s visual depiction
service, provided in partnership with the
Association for Visual Depiction, enables the
visually and hearing impaired to easily follow
the TV series. This project continued in 2013.
Doğan TV Holding’s Projects
Add Value to Society
Setting an example in the sector with its
original and creative programs, Doğan TV
Holding contributes to social development
via several social responsibility activities.
The Holding’s collaborative efforts with
various non-profit organizations as well as
social responsibility activities carried out
in 2013 are the result of a strong sense of
responsibility.
Cooperation with the Spinal Cord
Paralytics Association of Turkey
The cooperation with the Spinal Cord
Paralytics Association of Turkey was first
launched in 2010 with the TV series “Yaprak
Dökümü” and successfully continued in
2013. One of the characters in the TV series
had suffered a spinal cord injury and in
the scenes, where he was seen in a power
wheelchair, he called for support of the
wheelchair campaign carried out by the
Spinal Cord Paralytics Association of Turkey.
As a result of this cooperation, a significant
amount of donations was collected.
Turkey’s Only TV Program on Nature
Conservation, “Yeşil Doğa” Airs on CNN
Türk
“Yeşil Doğa” (Green Nature), the only TV
program on nature conservation, which
is prepared and presented by Güven
İslamoğlu, has been aired on CNN Türk
on Saturdays since its launch on June 5,
2010, World Environment Day. Thanks to
the collaboration with the UN’s Global
Environment Fund, it was possible
to produce four episodes on wildlife
conservation.
In 2013, hundreds of volunteer
environmentalists performed flash mob
activities in shopping malls, on ships and
beaches to draw the public’s attention to
recycling.
D Productions’ Social
Responsibility Activities
Besides its innovative initiatives in the
broadcasting sector, D Productions also sets
a good example for other companies in the
sector with its social responsibility projects.
Besides its innovative initiatives
in the broadcasting sector, D
Productions also sets a good
example for other companies
in the sector with its social
responsibility projects.
In 2014, D Productions plans to expand its
social responsibility initiatives and continue
to add value to society.
“Güneşi Beklerken” Forest
D Productions broke new ground with a
new social responsibility project via the
TV series “Güneşi Beklerken” (Waiting
For the Sun), which is airs on Kanal D on
Sunday nights. For each episode of this
popular TV series, which is produced by
D Productions, 70 saplings are donated to
ÇEKÜL (Foundation for the Protection and
Promotion of the Environment and Cultural
Heritage). A total of 1,890 saplings were
donated for the 27 episodes that have aired
to date, and the donations will continue
until the final episode. Aiming to leave future
generations a livable world, D Productions
plans to create the “Güneşi Beklerken” Forest
at the end of the project.
Besides his work on “Yeşil Doğa” Güven
İslamoğlu also conducts nature seminars at
numerous elementary schools, high schools,
universities, non-profit organizations and
corporations in order to help raise public
awareness on this issue. Additionally,
the public service ads inserted in the TV
programs, entitled “Seyirci Kalmayın”
(Don’t Just Watch), which is presented by
Güven İslamoğlu and airs on CNN Türk on
weekdays, are also aimed at increasing public “Evim Şahane” Supports Families
The popular daytime program “Evim
awareness.
Şahane” (My Sweet Home), which has been
running for three seasons, gives support to
low-income families with its production
team and presenter, Architect Selim Yuhay.
In 2014, the “Evim Şahane” truck will
continue to visit and support needy families
during the year.
51
At a Glance
Operations
Sustainability
Corporate Social
Responsibility
We publicize many valuable
SOCIAL development
initiatives
to a broad audience.
As part of the “A Music Room
in Every School” campaign,
initiated by Radio D in 2012 and
continued throughout 2013, music
rooms are renovated and musical
instruments are donated to state
high schools in need.
Radyo D Supports Social Projects
In 2013, Radio D continued to carry out and
support several initiatives that contribute to
social development.
As part of the social responsibility
campaign entitled ‘‘A Music Room in Every
School’’, initiated by Radyo D in 2012 and
continued throughout 2013, music rooms
are renovated and musical instruments are
donated to state high schools in need.
Radyo D was the radio sponsor of the “Diet
Festival”, which was organized for the first
time both in Turkey and the world on May
17-18, 2013. Under this sponsorship, Radyo
D informed its listeners about the Festival,
which aims to fight obesity and teach
healthy nutrition habits.
52
In 2013, Radyo D also sponsored the
1st International Road Traffic Victims
Conference, which aimed to draw attention
to the problems of road traffic victims and
the ways to protect them. At the conference,
which was organized for the first time in
Turkey under the theme “The Importance
of Justice in the Lives of Road Traffic
Victims”, solutions to victims’ problems
were discussed. With its support, Radio D
contributed to raising public awareness on
traffic and environment-related issues.
Additionally, Radyo D undertook the radio
sponsorship of the 2013 Winter Equestrian
Festival and the Pony Jumper Championship
organized by the Turkish Equestrian
Federation.
Doğan Burda Magazine’s Social
Responsibility Projects
As in previous years, Doğan Burda Magazine
pursued efforts to support social development
by undertaking several social responsibility
initiatives, primarily in the areas of culture
and the arts, history, nature, environment
and health throughout 2013. Doğan Burda’s
commitment to environmental and social
issues is reflected in the CSR projects
spearheaded by the magazines under its
umbrella.
Philanthropists
With its “Turkey’s Philanthropic 50” survey,
Capital magazine identified the business people
who make the largest charitable contributions,
and presented them with awards in recognition
of their efforts. The survey was the first of its
kind done by Capital and many major Turkish
companies and conglomerates’ chairpersons
participated on behalf of their companies or
groups. The rankings were formulated on the
basis of responses to questions such as “How
much have you been donated in total in the
last 10 years?” and “How much did you donate
in total in 2013?”
According to the results of the survey, Doğan
Holding ranked eighth in terms of total
donations both in 2013 and over the last 10
years.
Social Responsibility Leaders
Capital Magazine’s annual Corporate Social
Responsibility Leaders Survey aims to identify
the social responsibility leaders of Turkey.
Conducted every year in March, the survey
stresses the importance of and creates a buzz
about corporate social responsibility.
The Corporate Social Responsibility (CSR)
supplement, issued by the Ekonomist
magazine, encourages companies to
undertake social responsibility activities. The
CSR supplement helps raise corporate social
responsibility awareness among large Turkish
companies that contribute to the economy
and employment, and also presents growing
companies with best practices in this area.
Social Responsibility
The reception for introducing Samsung’s
new Smart TV technology and designs was
organized as a fundraising event for the
“Make-A-Wish Foundation” in collaboration
with HELLO! Magazine.
In 2013, Doğan Burda Magazine Group
supported UNICEF campaigns by promoting
them via ads and in digital media.
Supporting Entrepreneurship
Ekonomist magazine contributed to the
business world with its projects entitled
“Women Entrepreneurs” and “Business People
of the Year”. The “Women Entrepreneurs”
initiative awards the “Woman Entrepreneur
of Turkey”, the “Most Promising Woman
Entrepreneur” and the “Woman Entrepreneur
Who Has Made a Difference in Her Region”. In
2013, 5,600 individuals applied to the “Women
Entrepreneurs” project, which adds value to
society by sharing success stories.
Further, Capital magazine has also supported
entrepreneurship in our country by organizing
the surveys “The Most Popular Companies”
and “Capital 500”.
Brands of Anatolia
Doğan Burda’s commitment
to environmental and social
issues is reflected in the
CSR projects spearheaded
by the magazines under its
umbrella.
53
At a Glance
Operations
Sustainability
Corporate Social
Responsibility
Doğan Burda magazines such as
Tempo, Elle, Hello! and Istanbul
Life sponsored several arts &
culture events, and primarily
IKSV (Istanbul Foundation For
Culture & Arts) events, throughout
the year.
Activities that
ENCOURAGE
CREATIVITY
The seventh edition of the Brands of
Anatolia project was organized in 2013.
The aim of the project is to promote and
encourage Anatolian brands, which add
value to the Turkish economy. Under the
project, four meetings are held across
Anatolia each year to share branding stories
and to reward the successful brands of
Anatolia.
Culture-Arts and Creativity
Doğan Burda magazines such as Tempo, Elle,
Hello! and Istanbul Life sponsored several
arts & culture events, and primarily IKSV
(Istanbul Foundation For Culture & Arts)
events, throughout the year.
As in previous years, ELLE Decoration
supported the seventh edition of the
Istanbul Design Week in 2013, by hosting
the editors-in-chief of foreign editions.
Additionally, an exhibition and a reception
were organized to bring together designers
and architects. Always supporting projects
that help promote Turkey through design,
culture and the arts, ELLE Decoration once
again presented the EDIDA awards in 2013.
As Turkey’s representative
of the “Cannes Lions
International Festival of
Creativity”, Doğan Burda
Magazine Group carried
out various activities in
2013 to help foster creativity
and further develop the ad
market in Turkey.
54
Doğan Burda Represents Turkey at
Cannes Lions International Festival of
Creativity
As Turkey’s representative of the “Cannes
Lions International Festival of Creativity”,
Doğan Burda Magazine Group carried out
various activities in 2013 to help creativity
and foster the ad market in Turkey.
The Festival is the largest international
organization in its field, bringing
together thousands of professionals in
communications, marketing and advertising
from around the world.
As part of the Festival, Doğan Burda
organized the Turkish selection for the
“Young Lions” competition and took 10
young communication professionals to the
international festival to represent Turkey.
Moreover, Doğan Burda also organized
the “Panel and Award-Winning Works”
exhibition within the Crystal Apple Festival,
providing the opportunity to get acquainted
with the Festival and see the award-winning
projects to those who could not go to
Cannes.
Sustainable Growth and the Environment
ENVIRONMENTFRIENDLY ACTIVITIES
Sustainable Growth
and the Environment
for a healthy future
Doğan Group’s Environmental
Policy
Offering numerous products and services
in various sectors, Doğan Group companies
formulate policies and strategies that aim to
protect and improve the environment and
prevent environmental pollution as well as
to conserve biodiversity, ecosystems, wildlife,
flora and fauna, waterways and water
resources.
DYH considers environmental protection an
important task for the future of humanity
and nature.
DYH’s environmental management policy
focuses on five main areas, as follows:
• Energy
• Waste Management, Disposal and
Recycling
• Water Use
• Transport
• Air Emissions
Doğan Group strives and commits itself to:
• Complying with international legal
regulations approved by national public
agencies, environmental laws, regulations
and other obligations,
• Pursuing international best practices,
including those not demanded by public
authorities, so as to internalize those
which could contribute to our business,
• Raising the environmental awareness of
Turkish citizens and the citizens of other
countries where our publications and
broadcasts are available,
• Opting for and utilizing eco-friendly
technologies,
• Devising eco-friendly products and
services,
• Reutilizing or recycling raw materials and
equipment with a view to saving natural
resources,
• Increasing energy efficiency and
prioritizing renewable energies in all of our
operations to ensure responsible energy
consumption,
• Taking action to measure and improve
the environmental footprint of our Group
activities,
• Continuously improving the efficiency
of Doğan Environmental Management
System, and disclosing it to the public
• Ensuring that the environmental
management systems of Group companies
are in line with the accepted standards,
certified and periodically audited by
authorized firms,
• Reviewing the environmental policy of
the Company regularly and monitoring
the compliance of the Holding and Group
companies with this policy,
• Communicating and devising joint
projects with environmentalist NGOs,
• Training all employees about the
environment and encouraging them to
participate in ecological activities,
• Communicating with all stakeholders as
regards the protection of nature, offering
training seminars, and expending efforts
to diminish our environmental footprint
and to protect biodiversity in our fields of
activity.
Doğan Group’s Environmental Policy is
pursued by the Holding and all Group
companies. Group companies participate
in the determination of environmental
objectives.
55
At a Glance
Operations
Sustainability
Sustainable Growth and Projects that aim to raise awareness
the Environment
TO WIN
THE FUTURE
Doğan Yayın Holding’s
Environmental Initiatives
From a Grove to a Forest with Doğan
Dağıtım’s Saplings
Doğan Dağıtım undertakes efforts to
Environmental Health and Protection
preserve forests and sustain ecosystems,
in Doğan Holding and DYH’s
which constitute the heart of nature. To that
Administrative Buildings
end, the Company makes regular donations
At the new headquarters building, opened in to the Aegean Forest Foundation. The grove
2011, all of the newly purchased coolers and started by Doğan Dağıtım initially with
equipment with coolers use environmentally 2,500 saplings was expanded to reach 10,700
friendly cooling gases. The import, use and
saplings and attained forest status in 2013.
delivery of the cooling gases to the endThe Company aims to further expand the
consumer are done in accordance with the
forest and reach a total of 15,700 saplings in
regulations of the Ministry of Environment
2014.
and Urban Planning. The maintenance of
the cooling systems at the headquarters of
Doğan Burda’s Environmental Projects
the Holding is carried out periodically by
contracted authorized technical services.
“Atlas’ Meetings” Support Anatolia’s
The headquarters is equipped with state-of- Natural Treasures
the-art cooling systems manufactured in line Atlas magazine, which aims to introduce
with EU environmental policy, using R 410
the natural and cultural riches of our
and R 132 gases.
country to readers, has been supporting
Anatolia’s natural treasures since its launch.
At the new building, which is also equipped The magazine organizes special meetings,
with state-of-the-art, environmentally
conferences and trips to different parts
friendly fire fighting systems, the number of of Turkey under the project called “Atlas
fire extinguisher canisters was reduced. Fire
Meetings”. As part of these trips, Atlas
extinguishers are inspected biannually for
readers gave their support to the “Pistachio
any leaks by contracted authorized technical Nut Abundance” campaign in Gaziantep
services.
and also participated in the “Tea Harvest”
in Rize. As a result, readers’ knowledge and
Thanks to the thermal insulation technology awareness about the environment increased.
of the building, the consumption of natural Further, they had the opportunity to
gases for heating and electricity for cooling
familiarize themselves with Anatolia’s two
have decreased resulting in a reduction of
major agricultural products in their natural
the building’s carbon emissions.
environment.
In 2013, no lawsuits have been filed against
the Company due to environmental damage
claims.
56
Eco-friendly Business Practices with
Green Business
Capital magazine issues the Green Business
supplement for the business world with
the belief that economic sustainability can
be achieved with environmentally aware
strategies. The Capital Green Business
supplement, which is published quarterly,
features eco-friendly business practices and
helps increase environmental awareness
among business people.
Ecological Agriculture from Yeşil Atlas
Atlas magazine publishes an environmental
magazine, Yeşil Atlas, to unveil Turkey’s
natural riches and create awareness about
protecting Anatolia’s natural treasures. A
number of professionals provide editorial
support to Yeşil Atlas, which has become a
nature library with its rich content over the
years. In its 2013 issue, the magazine featured
ecological agriculture practices under the
theme “Green Dining”.
Doğan Ofset’s Industrial Waste
Management Plan
The Industrial Waste Management Plan,
devised by Doğan Ofset with an aim to
minimize the environmental impact of its
production processes, was approved by the
Governorship. Under this plan, chimney
emissions were measured and necessary
improvements were undertaken. Other
Waste Management efforts include the
analysis of waste oil, arrangement of the
waste storage area, and collection of waste
oil separately on site.
Hürriyet’s Environmental Sustainability
Practices
Hürriyet newspaper aims to protect human
health and the environment in all stages
of production in order to leave future
generations a livable world. To that end, the
company established the “Environmental
Control Department” on January 31, 2011.
This department undertakes efforts to
minimize the environmental impact of
production activities.
Acting in a responsible way in
terms of achieving environmental
sustainability, Hürriyet aims to
reduce electricity and natural
gas consumption by using energy
efficient equipment across all
business units.
In accordance with the revised
Environmental Regulations, the Company
Additionally, Doğan Ofset employees
undertakes efforts toward environmental
received training on Environmental
improvement at the printing facilities and
Legislation in April and December 2013, to
the office buildings by the Environmental
become informed about their environmental Control Department. In 2013, Hürriyet’s
responsibilities.
printing facilities underwent inspections in
accordance with the Environmental Law and
Doğan Gazetecilik’s Environmental
relevant Environmental Regulations, and the
Sustainability Practices
inspection reports were presented to senior
Doğan Gazetecilik believes that the use of
management. The Company plans to repeat
energy efficient equipment plays a major role these inspections in 2014.
in energy saving. Therefore, the company
uses equipment that helps reduce electricity In order to increase environmental
consumption, energy-saving light bulbs
awareness among employees, the Company
and electronic ballasts. Additionally, air
organizes training programs on climate
conditioning maintenance is carried out
change and environmental management
regularly to keep filters clean.
systems as well as transporting, storing,
recycling and disposal of hazardous and
Doğan Gazetecilik places great importance
non-hazardous waste generated at printing
on recycling, and undertakes effective waste facilities.
management efforts by placing collection
units for waste paper, glass, plastic materials, Acting in a responsible way in terms of
composites, used batteries and HP printer
achieving environmental sustainability,
cartridges and toners in both its offices and
Hürriyet aims to reduce electricity and
production facilities.
natural gas consumption by using energy
efficient equipment across all business units.
The Company also undertakes all necessary
efforts to reduce its CO2 emissions, in other
words, to minimize its carbon footprint
by using state-of-the-art and appropriate
technologies.
57
At a Glance
Operations
Sustainability
Sustainable Growth and Important partnerships
the Environment
FOR RECYCLING
EFFORTS
Thanks to the “Recycling
Campaign”, launched under the
slogan “More Hürriyet for the
Environment”, 3,672 trees were
conserved.
Besides conserving energy resources,
Hürriyet also places importance on the
efficient use of water. Accordingly, water
consumption at Hürriyet is monitored via
instructions, warning labels and daily water
consumption reports kept at the printing
facilities and the office buildings. Efforts to
reduce waste at the source include effective
production planning, minimum inventory
usage, and improvements in work practices.
In order to prevent environmental pollution,
Hürriyet acts responsibly in all business
processes, from production to packaging
and waste management. In accordance
with the Packaging Waste Regulations, all
packaging materials produced by Hürriyet
Group are declared via the online system
of the Turkish Ministry of Environment
and Urban Planning, and the company has
delegated authority to TUKÇEV Foundation
to collect packaging materials according to
predetermined quota.
Hürriyet facilities in all regions have
developed “Three-Year Industrial Waste
Management Plans” and these plans have
been approved by the Regional Directorates
of the Ministry of Environment and Urban
Planning. Further, storage facilities to
temporarily hold hazardous waste have been
set up in these regions. Waste collected in
these temporary storage units is sent to
disposal and recycling companies, licensed
by the Ministry of Environment and Urban
Planning, and their records are maintained.
Every year, the company purchases and/or
58
renews the legally mandated “Hazardous
Materials and Hazardous Waste Liability
Insurance” policy to cover any damages
that may be caused by these temporary
hazardous waste storage facilities to third
parties. The amount of waste sent to
disposal and/or recycling companies during
the previous year are reported to the
Ministry of Environment and Urban Planning
via the Hazardous Waste Declaration System
(HWDS).
Recycling Project with the Collaboration
of Hürriyet and TEMA Foundation
In 2013, Hürriyet newspaper launched a
new project entitled “One New Hürriyet in
Exchange for Three Read Newspapers”, in
collaboration with the TEMA Foundation.
The project, which reflects Hürriyet’s social
responsibility and environmental awareness,
attracted a lot of attention from across the
country. Under this project, readers who
brought in any three newspapers received a
new Hürriyet newspaper for free.
The “Recycling Campaign”, launched
under the slogan “More Hürriyet for the
Environment”, took place October 7-31,
2013. During the campaign, a total of
1,200,218 newspapers were collected in 24
days and 400,000 free copies of Hürriyet
newspaper were given out in return. The
total weight of collected newspapers
reached 216 tons and as a result, 3,672 trees
were conserved. Hürriyet contributed to
Turkey’s forest treasures by donating the
campaign proceeds, which amounted to TL
67,887, to TEMA.
Environment-friendly Practices at
Hürriyet Printing Facilities
Paper Usage
Recycled paper constitutes 9% of the overall
paper usage at DYH facilities. In 2013, nearly
14,000 tons of recycled paper was used for
newspaper printing.
Biological Treatment
Domestic wastewater generated at
DYH facilities is collected by means of a
designated wastewater plant. After physical
treatment, the wastewater is also biologically
treated.
Waste Paper
Waste paper is stacked at collection
points and then sent for recycling to
Non-Hazardous Waste Collection facilities
licensed by the Provincial Directorate of
Environment and Urbanization. Unsold
newspaper copies are collected from the
dealers and sent to cardboard/paperboard
manufacturers for recycling.
Batteries and Accumulators
Waste batteries used in electronic devices
along with accumulators used in generators,
electric forklifts and uninterruptible power
supply devices at the facilities and the offices
are collected in the PE collection bins of
The treatment plant is managed by the
the Portable Battery Manufacturers and
relevant departments at the Company.
Importers Association (TAP) and delivered
Additionally, Regional Directorates of the
to the relevant company for disposal. Waste
Ministry of Environment and Urban Planning accumulators are either returned within
and Municipalities regularly collect water
the framework of a deposit-refund system,
samples and oversee the treatment process. or properly stored and then delivered to
licensed companies for recycling within a
Following the treatment process, sludge
period of 90 days.
is kept at hazardous waste depositories in
accordance with the standards set by the
Waste Aluminum Plates
Ministry of Environment and then delivered Aluminum plates used for printing are
to licensed companies for disposal.
first cleaned with special cloths, and then
collected at waste collection points before
Chemical Treatment
being delivered to collection/separation
An integrated chemical and biological
companies licensed by the Ministry of
treatment plant has been constructed at
Environment for recycling. These plates are
the printing facilities in Istanbul. Domestic
then processed by metal manufacturers to
wastewater is biologically treated, whereas
be reused as various home appliances.
mixed industrial wastewater is first
chemically treated and then discharged
to the İSKİ (Istanbul Water and Sewage
Administration) sewage system.
Waste Chemicals
The chemicals, reservoir water and
cleaning solvents used in printing are
collected separately on site. These liquid
wastes are collected in plastic drums
classified according to hazardous waste
codes, and temporarily kept in hazardous
waste depositories as per the standards
set by the Ministry of Environment and
Urban Planning, and then sent to licensed
companies for disposal.
Sludge
Sludge generated at treatment plants is
classified as “hazardous waste”. Therefore,
it is first dewatered using filter presses and
then temporarily kept in hazardous waste
depositories before being sent to licensed
Waste Plastic Drums, IBC Tanks, Metal
Barrels and Tin Containers
Drums, barrels and tin containers that hold
reservoir water, solvents and oils used in
production are considered contaminated
packaging. These materials are stored at
waste collection points and later sent
to licensed companies for cleaning and
recycling.
59
At a Glance
Operations
Sustainability
Sustainable Growth and
the Environment
ENVIRONMENTALLY
CONSCIOUS
AND EFFECTIVE PRACTICES
for the ecological balance
Contaminated Waste
Absorbents, cleaning cloths, filtering
materials, work clothes and gloves, and
protective clothing contaminated with
hazardous chemicals used in production
are collected on site. In order to prevent
any harm to the environment, nature and
humans, these wastes are temporarily kept in
hazardous waste depositories and then sent
to licensed companies for disposal.
Waste Oil
When they expire, mineral oils used in
machinery are collected separately on
site, and temporarily stored in hazardous
waste depositories in accordance with
health and safety requirements. Waste oil
is then analyzed in laboratories approved
by the Ministry of Environment in terms of
category, and sent to licensed companies for
recycling.
Scrap Electronics
In accordance with relevant regulations,
all scrap electronics are sent to companies
licensed by the Ministry of Environment for
recycling.
Scrap Fluorescent and Mercury-Vapor
Light Bulbs
Scrap fluorescent and mercury-vapor light
bulbs are collected by trained personnel
in accordance with health and safety
requirements. These scrap materials are
kept in hazardous waste depositories as
per the standards set by the Ministry of
Environment, and then delivered to licensed
60
Medical Waste
Infectious and pathological wastes generated
in infirmaries as a result of certain medical
procedures, pharmaceutical wastes and
wastes that contain incisory-piercing
instruments are collected in medical waste
depositories to avoid any harm to human
health or the environment. These are
then sent to municipal disposal facilities.
All infirmaries have contracts with related
municipalities regarding the collection of
medical waste, and these contracts are
renewed every year.
Printer Cartridges and Toners
The Company prefers to purchase the
products of HP, which has established
a worldwide recycling system. Waste
toners and cartridges are delivered to HP
for recycling. Used cartridges and toners
of other brands are also sent to licensed
companies for recycling.
Gas Emissions
The newspaper printing machines run on
electricity and therefore no gas is emitted
into the atmosphere during production.
Since the heating systems at the printing
facilities and the office buildings are below 2
MV, CO2 is released at minimum levels. The
Company filed an application for emissions
permit with the Provincial Directorates for
the new generation drying systems at the
printing facilities in Istanbul, and obtained an
opinion letter stating that these systems are
exempt from emissions permits.
Non-Hazardous Waste
Metals, wood, plastics, packaging waste,
waste paper and cardboard, which have
not been contaminated during production,
are collected on site, and kept in nonhazardous waste depositories or containers
before being sent to licensed companies for
recycling.
Environmental Cleanup
The industrial cleanup of the environment
surrounding the facilities is undertaken by
firms on a regular daily basis. In addition,
the Company’s Environmental Control
Department takes measures and posts
warnings against soil pollution at production
facilities. Treated wastewater is used for
garden irrigation.
Maintenance of Green Space and Planting
of Trees
Landscape maintenance of areas reserved as
green space at all facilities is undertaken by
expert firms on a regular basis.
Code of Ethics and Conduct
WORKING
PRINCIPLES
Code of Ethics and
Conduct
for flawless operation
1. Subject and Scope
• The resources and the means of the
The Code of Ethics consists of the principles
Company may not be used for the purpose
that the employees of our Company must
of supporting political activities; no political
comply with when fulfilling their duties, as
activities may be carried out at the Company,
well as the working order related principles.
no donations may be made to political
The objective of those principles is to establish
parties or the candidates thereof, and political
a general framework of the basic rules that
campaigns may not be supported.
need to be complied with, and to prevent any
disagreements and conflicts of interest which
The details about the articles listed above are
may arise between employees, business partners, presented below.
customers, and our Company.
2.1.1. Gifts Allowed To Be Given
2. Basic Principles
Employees must make sure that the gifts to be
Managers and employees must comply with
given to parties with which we have business
the basic principles set forth in this document
relations are in line with the rules set forth in this
hereby in all their affairs and businesses, and
document. The below rules have been identified
must do their best to maximize the reputation
for the gifts that may be given accordingly.
of the Doğan Group and its shareholders. Our
• The basic rule here is not to make any
employees must act as per the principle of care
amount of payments in cash, or give gifts
and loyalty in situations and under conditions
that can easily be converted into money.
not covered by this code.
However, as per our traditions and customs,
the gifts that our employees may give due to
The Code of Ethics has been presented under
private or general celebrations (e.g. weddings,
three main headings:
engagement ceremonies, birthdays), in
• Conflicts of Interest
accordance with their status and position are
• Relations with Stakeholders
outside this scope,
• Flow of Information
• The value of the gift given may not exceed
TL 500. The approval of the most senior
2.1. Conflicts of Interest
executive of the department is required for
The basic principles on the conflicts of interest
exceptions.
and the management thereof have been
• The gifts given must not be for affecting
provided below.
the impartiality, decisions, and conduct
• Our employees may not use their duties and
of the other party with regards to any
powers for their own, families’ or third parties’
business dealing, agreement, or bureaucratic
benefits to gain personal and private interests
transaction that the Company is involved in.
in any manner whatsoever.
• Our employees may not accept direct or
2.1.2. Gifts That Can Be Accepted
indirect gifts and obtain benefits in relation
Our employees may not ask for any personal
with the Company business, and accept
payments or gifts from third parties that have
debts from persons or companies that the
business dealings with the Company, nor may
Company has business relations with.
act in a manner as to imply such requests.
• Our employees may not give gifts, or provide Provided that the rules of honesty and good
benefits, to third parties and entities which
intentions are complied with, gifts may be
will influence their impartiality, decisions, and accepted only as per the following rules.
conduct.
• Our employees may not accept payments
in any manner and quantity whatsoever.
This includes instruments that can easily be
converted into cash (e.g. gift cheques).
• Gifts may be accepted provided that they
are not payments, that they do not exceed
TL 500, are not related with any business or
agreement that concerns the Company, and
that it is clear that they are not given for the
purpose of influencing our employees on
these matters.
• In case they encounter non-cash gifts or
offerings the value of which exceeds TL 500,
the employee should not accept such gift as
a principle. However, exceptionally, in case
of a gift that is presented in such a manner
and reason as to not lead to a conflict of
interest, such gifts may be accepted with the
written approval of the management. Written
approvals are obtained from the most senior
executive of the relevant department of the
employee. Approvals indicating that the gifts
may be accepted must be kept by the party
obtaining the permission.
2.1.3. Gifts That Can Be Given to Officials
When an employee wishes to give gifts to any
official or public employee, action must be
taken as per the current decision of the Ethic
Committee of the Prime Ministry at the address
of www.etik.gov.tr.
2.1.4. Business Lunches and Dinners
When inviting someone for, or attending, a
lunch or dinner invitation, employees must be
careful to ensure that the invitation is compliant
with the purpose. As a principle, an invitation
extended as a business meal must be at a
location that is fit for the concept of a business
meal, and the positions of the attendees.
61
At a Glance
Operations
Sustainability
Code of Ethics and
Conduct
Our employees act
within the framework of
OUR CODE
OF ETHICS
2.1.5. Activities of Political Content
Doğan Holding respects the rights of the
employees to individually take part in political
events, however those who take part in political
events must clearly specify that they are not
representing the Company. The following are
expected from our employees who take part in
political events:
• To clearly reveal the fact that you are not
representing the Company in any manner
whatsoever
• To absolutely abstain from using Company
resources in fulfilling or supporting personal
political activities (including Company time,
telephones, papers, e-mail and other assets).
2.1.8. Personal Investments
When our employees are managing their
personal investments, they may not make
personal investments with the shares of the
companies or other investment instruments
which will create any possible interest conflicts
with their duties and responsibilities at the
Company.
2.2. Relations with Stakeholders
The basic principles that the employees must
take into consideration with regards to their
relations with stakeholders (e.g. each other,
business partners, customers, suppliers) are listed
below.
• The principles of honesty, trust, consistency,
2.1.6. Side/Second Jobs
professionalism, long term relations, and
Company employees may not work at a second
respect for mutual interests are regarded in
job with remuneration neither during work days,
relations with the customers, suppliers, and
weekends, national holidays, and general holidays,
other persons and organizations that the
nor during their annual paid leave days. The
Company has business relations with.
Human Resources Department shall be informed • The objectives are superior quality, and
for the works carried out in return for copyrights
meeting the needs and expectations of the
through cultural, artistic, or scientific work.
customers fully with regards to services and
products.
Furthermore, in case our employees receive an
• Competitors’ products may not be slandered,
offer that requires them to receive remuneration,
and misleading advertising is not allowed.
such as consultancy, or a similar position, or
• In Human Resources Management, no
in case they hold direct or indirect shares at a
discrimination is allowed due to race, ethnic
company, they must obtain the written approval
origin, nationality, religion, and gender; equal
of the Chief Executive Officer.
opportunities are offered for people under
equal conditions; performance and efficiency
Furthermore, our employees may carry out
are taken as the basis for remuneration and
volunteer activities in such a manner as to not
promotions, and an “open doors policy” is
disrupt their duties and responsibilities at the
embraced.
Company (e.g. charities, foundations, or non• The employees are offered a secure and
government organizations founded legally).
healthy working environment, and an
However, they may not use corporate titles and
opportunity to develop their careers at the
positions during the course of such activities.
work place.
• Commitment to for the protection of
2.1.7. Proxy Agreements with Customers
environment and natural life, consumer rights,
Employees may not undertake proxy duties
and public health as well as compliance with
for third parties with whom they have direct or
the regulations thereon is essential.
indirect business relations (unless they are close
relatives or family members).
62
• Known or suspected breaches of the Code
must be presented to the attention of
the Department Manager or the Human
Resources Management prior to taking any
personal measures.
• Employees must dress in a manner that is
fit for a business surrounding, simple, and
professional, and they must absolutely
refrain from clothes that are not in line with
the seriousness of the Company, and that
represent a certain political, religious, or a social
view.
• Employees only regard the interests of the
Company with priority rather than individual
and family concerns when making business
related decisions. Furthermore, in case of
encountering an uncertainty at the decision
making stage, priority should be given to
public interest.
• Employees shall exercise maximum care with
regards to Company expenditures, and act
with an awareness of savings and costs.
• Unless expressly authorized, employees may
not undertake any commitments, and make
statements on behalf of the Company.
• Company activities are carried out taking into
account the legislation in effect, the Articles
of Association of the Company; internal
regulations, and the policies created. The
deadlines and other restrictions set forth in the
information requests received from the official
entities are complied with.
• Employees carry out their duties in an
equitable, transparent, accountable, and
responsible manner.
• Mutual respect, trust, and cooperation are
essential in relations between employees.
• All employees fulfill their responsibilities to
protect and further the respectable image
of the Company. Accordingly, all employees
ensure that their personal attitude and
behavior are in compliance with the law and
the general Code of Ethics.
2.2.1. Communication
Giving wrong, misleading, and exaggerated
information during contact with our customers
or other organizations should absolutely be
avoided.
2.2.4. Customer Complaints
Any and all complaints of our customers with
regards to corporate products and services must
be directed to the required channels in order to
ensure a fast and proper solution. Any and all
serious and extraordinary complaints which may
affect the reputation of our Company must be
conveyed to the relevant Department Manager
and the Corporate Communication Group
without delay.
2.3. Flow of Information
All company related information is subject to
the principle of confidentiality, and it is forbidden
to convey such information to third parties and
trade such information. Accordingly:
• Any and all kinds of Company information
2.2.2. Media Inquiries and Interview Requests
as well as the personal information of the
Any and all kinds of interviews or clarification
employees and that of the customers and
requests to be used in the media shall be
business partners are kept confidential.
coordinated and replied as per the written
• Employees may not use the secret and non“Information Policy” of the Company.
public Company information in their own
2.2.5. Legal Requests Regarding Shareholders
favor and in the favor of others.
Employees may not make any clarifications to
Information requested by the authorized entities • Care is exercised with regards to restrictions
any media, print, verbal, or visual, on the relevant regarding shareholders may only be given with
relating to copyrights, commercial brands,
topics with regards to the Company, without the the approval of the Legal Counsel.
commercial secrets, and patents.
permission of the Chief Executive Officer or the
Chairperson.
2.2.6. Transactions against the Competition
2.3.1. Company Related Information
Law
Proprietary commercial secrets, financial
Speaking, presenting papers, or becoming a
Our employees may not, under any condition,
information, customer-employee information,
panelist in meetings held by others, such as
act in a way, or be involved in agreements, with
and all information acquired during the course
congresses, conferences, and seminars, require
the competitors that may create a dominant
of employment, materials, programs and
the written approval of the most senior
position in the market or that may influence the documents, computer and telecommunication
executive of the relevant department. Likewise,
pricing and the marketing policies, and that may systems, hardware-software, and all other
no articles, papers, or pictures may be prepared
violate the competition regulations. In case of
arrangements and practices as well as all works
using the titles at the Company, without
uncertainties, action shall be taken pursuant to
by the employees in the Company, agreements,
approval.
the opinions of the Legal Counsel.
and products developed are confidential, and
are owned by the Company. The information
2.2.3. Pricing
2.2.7. Legal Matters
related with third parties acquired during such
works also falls under this scope.
For the pricing of all products and services
In case our employees are involved in a penal
delivered by the Company, our employees
or an administrative interrogation, taken under
It is absolutely forbidden to use such a
are obliged to comply with the internal
custody, arrested, taken into interrogation or
document for personal or private interests or
corporate regulations as well as the relevant
convicted due to any reason whatsoever (to
for the benefit of third parties, entities, and
legal obligations. Compliance with the rules
be heard as witnesses or as the accused party),
organization, while working at the Company, or
set forth in this document hereby as well as
they must inform their Managers and the
the reputation of the Company is taken into
Human Resources Management in writing, or in afterwards upon leaving work. The patent rights
of inventions belong to the Company.
consideration with regards to pricing.
cases that is not possible, verbally. The Human
Resources Management shall inform the Legal
Counsel, and where necessary, it will be ensured
that they receive the support of an Attorney.
63
At a Glance
Operations
Sustainability
Code of Ethics and
Conduct
MUTUAL
TRUST
between us and the related parties
All our employees are responsible
for working in accordance with
the rules and principles specified
in our Code of Ethics.
2.3.2. Ban on Insider Trading
It is absolutely forbidden for our employees who
possess any and all confidential information on
the Company, the customers, or the transactions
to use such information when buying and
selling financial instruments such as shares, et. al.
and to gain personal interests, including their
third degree relatives as well, and to convey
such information to third parties through
inappropriate means.
2.4. Document Responsibility
The implementation and the control of these
Regulations shall be carried out under the
responsibility of the Executive Committee of
Doğan Holding.
2.5. Practice
Our employees are expected to comply with the
principles set forth within the scope of the Code
of Ethics. Accordingly:
• Action is taken as per the Labor Law, other
relevant legislation, and the provision of the
2.3.3. Information Systems
internal procedures about those who violate
No software that has been developed within the
the rules set forth in this document hereby.
Company or procured externally may be used
without authorization and permission regardless • Employees who know/suspect of any rule
violations, but do not inform the Department
of the purpose of such use, whether personal or
Manager or the Human Resources
business related, may not be allowed to be used
Management about this issue are assessed in
by third parties, and may not be copied.
the same manner with the employee who is
in violation.
2.3.4. Confidentiality of Electronic Documents
or Other Information
2.6. Effectiveness
As a rule our employees should not use the
equipment, system, or e-mail systems of the
These regulations have become effective
Company to prepare, store, or send personal and pursuant to the approval of 01.04.2013 of the
private information. However, in case of such
Executive Committee.
use they will have waived the confidentiality of
their personal information, and the employees
responsible for the supervision and the security
of the Company will be entitled to examine such
information.
64
Media Code of Conduct
Publishing and broadcasting
IN LINE WITH OUR
Professional and
ethical principles
DYH’s publishing and broadcasting principles
were reviewed in December 2012 taking into
consideration new media and updated principles
were subsequently disclosed.
The new principles are now split into two
sections, publishing and broadcasting, and the
Shared Values are defined below.
Our Shared Values
Doğan Media Group is a leading media provider
offering exclusive, topical news stories, content
and services that engage its audience in active
dialogue and add value to their daily lives across
all channels formats and on a global, 24/7 level.
Our “Shared Values” are the most important
shared asset between publisher and employee
and constitute the foundation of our publishing
principles.
Our Shared Values also form the basis of the
intangible, yet critically important, contract
between Doğan Media Group, its readers,
viewers and listeners.
We promise our readers, viewers and listeners a
top-quality publishing and broadcasting services
- one that is creative and in line with professional
and ethical principles; one that at times breaks
the mold and traditions, but is ever-respectful of
its audience.
Media Code
of Conduct
1. Trust
Earning society’s trust through our general
attitude and our audience’s trust through what
we print and broadcast is our most important
value. The very foundation of Doğan Media
Group today, as well as the Group’s future, is
based on trust.
3. Accuracy and Truthfulness
a) The fundamental purpose of our
publications is to relay facts to the public at
large in an objective manner, without distorting,
exaggerating or censuring said facts and without
being influenced by any external pressure or
special interest groups along the way.
2. Independence
a) The independent nature of Doğan Media
Group, its management and employees, is what
forms the basis of the trust we have established
in society as well as with our audience.
b) The element of speed should never
overshadow truthfulness, exaggeration and
simplification should never stand in the way of
the multi-faceted nature of truth. We should
openly admit to what we do not know and
make an effort to avoid speculation.
Doğan Media Group employees and
management respect their professional position
above and beyond any and all relationships
based on interest and influence. They may not
enter or partake in any activity or organization
that could tarnish the Group’s, the Company’s or
their own reputation and should avoid any and
all conflict-of-interest situations that would cast
doubt on Doğan Media Group’s independent
stance.
b) Among the most integral factors of the
Group’s independence is the fact that Doğan
Media Group’s business activities are built upon
economic realities and prudent management
principles. We will not engage in activities that
do not create economic value. This is because an
activity that is not economic in nature is simply
dependent on yet another source.
c) We separate and identify commercial
elements appearing in our publications, such
as advertisements, commercial messages and
sponsorship matters, in a manner that leaves
no doubt as to the commercial nature of
such elements. We exercise care to not use
commercial brand names of companies and
commercial product names, provided that
such names do not constitute the main story.
We do not publish or broadcast any content
whatsoever that is based on any suggestion or
advice received from advertising sources.
c) Our goal is to never mislead our audience
knowingly or deliberately, while minimizing any
misleading behavior that stems from a lack of
information and diligence on our part and take
corrective action at the earliest possible moment.
4. Impartiality, Pluralism, Fairness
a) Our publications should be pluralist in a
manner that reflects different aspects of the
truth and to be impartial in the face of ideas that
represent different sides of the truth and social
stakeholders.
Impartiality and pluralism means considering
our publications in their entirety and within a
reasonable time span reflecting all mainstream
ideas existing within society, without ignoring any
such ideas within the confines of proportional
fairness.
b) We aim to be open-minded and free of
prejudice in the course of evaluating opinions
and elements of proof that either defend or
oppose an idea, attitude or behavior.
We must act fairly in the face of different
opinions, ideas, attitudes and behavior. We must
be able to place ourselves in the shoes of those
who are different and measure whether or not
we have been acting fairly.
65
At a Glance
Operations
Sustainability
Yayın İlkeleri
Media Code
of Conduct
We are committed to
5. Compliance with Social Values
a) We live in a nation of many voices, within
a society that is rapidly changing. We regard
wealth in terms of the ideas, beliefs, attitudes
and behaviors of our society and consider it a
resource that feeds our publishing endeavor. We
are respectful toward our democratic and secular
system, the Constitution and laws that bind such
diversity and wealth together.
f) We abstain from defining individuals by their
race, nation, social class, religious belief or lack
thereof, professional group or physical or mental
disabilities, as long as such elements are not an
integral part of the story being reported. We
avoid creating a setting where such individuals
could be subjected to mockery, belittlement,
indignity or humiliation due to who or what they
are.
b) We avoid publishing material that limits the
freedom of speech, conscience and expression,
is in violation of basic human rights, provokes
hatred, brutality and animosity, fans’ hatred and
animosity among communities and nations and
offends religious beliefs and sensibilities.
c) With regard to violence and criminal activity,
we do not include details in our news stories
that could: a) adversely affect people, especially
children; b) act as a motivational factor; or c)
divulge specific methods. This includes language
and narration that glorifies violence in any
publication that deals with violence and criminal
activity.
RESPECT HUMAN
RIGHTS
c) We do not publish secretly-obtained images
and sound recordings that violate the sanctity
of privacy, or any recordings that violate the
freedom of communication, unless required
for the greater good, even if such recording was
obtained through legal means.
d) We exercise care to not accuse any individual
of actions that are considered a crime by the
law unless concrete facts exist to that effect,
or pronounce individuals and entities guilty
g) We do not engage in “outing” a certain
as charged in the course of legal investigations
group or individual through various adjectives,
unless proven so. We provide equal coverage
assessments or methods that render them
subjects of discrimination. We certainly and most to the prosecution and the defense, avoid
definitely do not allow expressions that promote impacting investigations in a negative manner,
and take care to not influence our audience.
hate crimes.
h) We do not use monikers or references that
mock or humiliate individuals and entities
beyond the boundaries of fair criticism.
7. Transparency and Accountability
a) We are obligated to be accountable to our
audience in every endeavor we undertake,
starting with our publications. Owning up to our
errors openly, if that is the case, and remedying
i) We are keenly aware of the fact that our
such errors in the most expedient manner is
audience expects that their children are
our priority. We respect the right to respond
protected. We exercise special care so that
and correct elements that are borne out of false
children and juveniles who appear in or
constitute the subject matter of our publications stories and portrayals, and news and articles that
and broadcasts are protected both physically and infringe upon constitutional rights.
d) We are mindful of the public’s right to be
emotionally.
informed and how this right must be carefully
b) All publishing and broadcasting entities within
balanced against furthering terror propaganda
Doğan Media Group take structural measures
6. Right to Privacy and Protecting Privacy
in our publications dealing with terrorism. As
and establish mechanisms designed to avoid
a) Our publications respect the privacy of
such, we exercise care to not aggrandize the
repetitive errors in printing and broadcasting, and
consequences of terrorist activities in an excessive individuals. We do not disclose individuals’
facilitate prompt follow-up on the opinions and
private lives, communications, correspondence
and disproportionate manner; we use language
or documents unless there is a compelling reason complaints stated by our audience.
that is not ethnically discriminatory.
to disregard the requirements of the principle of
e) Our publications cover every aspect of global privacy in order to serve the greater good.
human life and we are aware that this could at
b) We do not use an individual’s lifestyle, attitude
times prove to be disturbing, uncomfortable
or behavior as a pretext to disclose their private
and/or regarded as out of place. While we
life unless for the greater good.
engage in such reporting, we take pains to not
cause deliberate harm to people – especially
those groups that need special attention such as
children, the disabled and minorities. We avoid
offending community values in an unnecessary,
excessive and unjustified manner.
66
8. Corporate Dignity
a) If it is the public’s respect we strive to earn,
we must first respect our own organization and
colleagues.
b) Regardless of their position within Doğan
Media Group, every employee exercises care
to avoid behavior that would compromise the
dignity of the Company or their colleagues, or
cause harm to the reputation of the companies
under the Group’s umbrella.
Publishing and Broadcasting Board
A Board was formed to supervise the publishing
and broadcasting practices of media institutions
belonging to Doğan Group.
The Board is made up of various experts
specialized in different fields and disciplines
that represent a wide social spectrum; it was
formed with the aim of supervising the practices
of the editorial principles, determining on the
matters that could not be resolved by the media
institutions themselves, removing different
interpretations and pursuing broadcasting
standards that conform to universal norms.
Members can remain on the Board for a
maximum of six years continuously. At the end
of the first two years, one third of the Board will
be renewed.
• Prof. Dr. Feride Acar/ Middle East Technical
University Faculty Member, Member of
the UN Committee on the Elimination of
Discrimination against Women
• Bekir Ağırdır/ General Manager of KONDA
Research and Consultancy, Writer/Researcher
• Prof. Dr. Bülent Çaplı/ Bilkent University Faculty
Member, Expert in the area of Visual Media
• Mustafa Denizli/ Sportsperson
• Aydın Doğan/ Doğan Şirketler Grubu Holding
A.Ş. Honorary President
• Doğan Hızlan/ Art and Literary Critic, Writer,
Editorial Consultant
• Prof. Dr. Yasemin İnceoğlu/Galatasaray
University Faculty Member, Expert in the area
of Communication
• Altan Öymen/ Journalist-editor
• Prof. Dr. Turgut Tarhanlı/Bilgi University, Dean
of the Faculty of Law, Expert in the field of
Constitution and Human Rights
• Prof. Dr. Salih Tuğ/Marmara University, Former
Dean of the Faculty of Theology, Chairman of
the Board of Trustees of the Turkish National
Culture Foundation
• Prof. Dr. Aydın Uğur/Bilgi University Faculty
Member, Expert in Political Science and
Communication
• Volkan Vural/Former Ambassador, Former
General Secretary of the European Union,
Advisor to the President of Doğan Holding
• Prof. Dr. Nevzat Yalçıntaş/Economist, Former
Minister, Former Member of the Parliament
and Former General Manager of TRT
With the aim monitoring the
implementation of publishing/
broadcasting principles, making
decisions by evaluating the
problems media institutions
cannot resolve among
themselves, pursuing the goal
of publishing/broadcasting at
universal norms, the Doğan
Publishing Principles Committee
is composed of members who are
from different disciplines, well
known experts, in their fields, and
who represent a wide spectrum of
society.
For our business areas in print and in audiovisual media, separately specified principles
as “Publishing Principles” and “Broadcasting
Principles” are available on our Corporate
website.
67
At a Glance
Operations
Sustainability
Occupational Health
and Safety
In 2013, DYH carried out its Occupational
Health and Safety related activities under
the structure of its parent company Doğan
Şirketler Grubu Holding A.Ş.’s Occupational
Health and Safety Department.
The obligations outlined in the Law on
Occupational Health and Safety issued on
June 30, 2012 and numbered 6331 (“Law”
henceforth) have come into effect as of
January 1, 2013 for all companies with more
than 50 employees.
Within the scope of these legal obligations,
work has been started to overcome
deficiencies in the staffing pattern.
Occupational Health and Safety (OHS)
Committees: Occupational Health and
Safety Committees have been set up in all
Group companies, and committee members
were trained about their duties and powers.
As per the law, the committees are comprised
of the employer’s representative, occupational
doctor, occupational safety specialists, human
resources officer, employee representatives,
and technical and administrative personnel.
The committees have convened with the
periods demanded by law and have made
decisions on issues falling under their
authority.
Occupational Doctors and Occupational
Safety Specialists: Due to variations in
the locations and headcounts of Group
companies, and as is permitted by law, we
embrace the principle of joint use of resources
by all Group companies.
68
Occupational Health and Safety
PEOPLE
FIRST
In almost all the workplaces, the powers of
current occupational doctors were revised in
line with the Law no. 6331.
Prior to the Law no. 6331, occupational safety
specialists were required only in heavy and
hazardous work. Since the new law makes
these specialists obligatory for all workplaces,
new positions were defined for occupational
safety specialists.
In places where geography permits,
companies are to employ common
occupational doctors and occupational safety
specialists so as to share costs. Otherwise,
these services will be procured from Joint
Health and Safety Units (OSGB) defined and
authorized by the new law.
Risk Assessment: Since Law no. 6331
requires all workplaces to assess their
occupational health and safety risks and
issue a report, risk assessment committees
chaired by the occupational safety specialist
have issued risk assessment reports in all
appropriate units. In the remaining units,
the risk assessment reports were issued by
procuring services from the above mentioned
OSGB.
First Aid Training: As per Law no. 6331,
according to the level of hazard of each type
of work, varying numbers of personnel need
to receive first aid training and become first
aid officers in a workplace. The required
number of employees have received
theoretical and practical training from
authorized agencies, and these employees
have obtained their certification after passing
tests.
Training Efforts: Law no. 6331 demands
that all employees receive basic OHS
training, as well as attend additional training
programs according to the specifics of their
work. In 2013, all new recruits underwent
such seminars, whereas technical personnel
participated in special training programs
according to the nature of their work.
Especially in the media, since it is difficult to
gather the dispersed personnel for training,
distant learning schemes permitted by law
were devised and will be launched in the
coming days.
Recruitment and Periodic Health Checks:
Since in many Group companies there is
an intensive human resources program, it
becomes difficult to follow up recruitment
and periodic health checks. To facilitate this
Emergency Action Plan: To minimize
process, a program was devised to work in
damages in emergencies such as fire and
sync with the human resources records. As
earthquake, emergency action plans have
such, deficient health checks were completed
been prepared and all relevant personnel have and the health records of all the new recruits
undergone theoretical and practical training. were entered in the system.
Newly recruited personnel undergo additional
checks such as visual tests, X-ray of the core
area and ophthalmic checks depending on
their area of expertise. These controls were
repeated periodically. Additionally, the entire
workforce underwent chest X-rays. All willing
personnel participated in tests for hearing and
sight.
During these controls, variables such as air
quality, dust, chemicals, temperature, lighting,
noise level and biological pollutants are
regularly monitored and reported.
All willing employees were vaccinated against
the flu, since this illness leads to health risks
and loss of working days.
Monitoring Subcontractors: As per Law
no. 6331, the main employer is required to
ensure OHS compliance of all subcontractors.
As such, the activities of all subcontractors
which serve the Doğan Group are closely
monitored.
Checks for Infectious Disease: All
personnel active in nutritional services
participate in regular health checks for
infectious disease.
Workplace Controls: In all facilities,
workplaces are checked against any health
hazards that could, jeopardize employee
health and all necessary precautions are taken.
Work Equipment Controls: All equipment
used in workplaces were checked by the
authorized personnel within the deadlines.
Against the risks created in
the workplace environment
related to health, environmental
measurements in all facilities
are made periodically and
precautions are taken where
needed.
Legal Compliance: Since early 2013, new
regulations are issued and practical guidelines
are revised frequently. The Group does its
utmost to keep abreast of these revisions and
make swift adaptations.
69
At a Glance
Operations
Sustainability
Human Resources
Human Resources
Well-equipped and well-educated
HUMAN
RESOURCES
profile
In 2013, DYH’s human resources activities
were carried out within the umbrella of the
Human Resources Department of the parent
company Doğan Şirketler Grubu Holding A.Ş..
DYH Human Resources, using modern
and rational methods in its procedures and
implementations, aims to improve its human
resources policies with the feedback regularly
received from employees and managers.
The major principles in human resources
implementations are: designing training
programs that will motivate all employees
on the issue of creative and innovative
approaches, creating a participative and
transparent working atmosphere where
there is effective communication in all DYH
units and providing all employees with a
comfortable and safe work environment.
Using modern and effective selection and
assessment techniques in recruitment
processes, DYH aims to find individuals who
will join the Dogan Family and thus who
will contribute to the sustainable success of
the Group with their education, experience
and competencies. In the training programs
organized within the framework of DYH’s
continuous development philosophy, all
employees are offered the opportunity to
develop their personal and professional
competencies.
At DYH, where all employees have equal
rights, individual differences among
employees are not considered among
the assessment criteria. Nationality, belief,
ethnicity, gender, disability, political opinion
and age of the employees are considered
as part of the Holding’s human resource
“richness”.
70
All companies within the structure of DYH
adopt and implement the general strategies,
principles and policies determined by the
human resources. Recruitment, performance
management, on-the-job training and
development, wage management,
implementations of the labor law and
processes of legal and regulatory compliance,
are carried out by the effective infrastructure
services provided by the human resources
throughout the Holding. With the web-based
human resources platform, it is possible to
monitor all implementations as a whole and
report them to the management.
Human Resources Profile
As of the December 31st 2013, the total
number of employees within the structure
of DYH is 9,702; 6,215 in the country, 3,487
outside the country. Some 53% of the
employees in DYH subsidiaries in the country
is composed of higher education graduates
while 36% is composed of women. Having
a young employee profile, 49% of DYH’s
employees in the country is between 22-33
average, as of year end 2013.
Training Programs
Believing that well-equipped and welleducated human resources will make it
possible to take the companies into the
future, DYH organizes various training
programs for its employees in line with this
approach.
Training programs are organized in parallel to
individual demands and sector requirements.
On the one hand, training programs
are organized to improve the technical
competencies of the employees while on
the other, individual demands for training
programs are evaluated and employees are
given the opportunity to get training within
or outside the structure of the Holding in
case the human resources department finds
it appropriate. Collective training programs,
where participation takes place from the
different companies under the structure
DYH, have importance in terms of improving
corporate communication. In addition, the
training programs requested by the managers
for their units are also organized by providing
appropriate conditions.
With the training programs it offers, the
Group aims to support its employees to
increase their skills and competencies,
and thus aims to reach individual and
corporate targets together. In the trainings
carried out within DYH, the focus is on the
personal development and improving the
management skills of the employees. In
addition, recent concepts in the sector such
as “Social Media” and “IT Law”, are included
in the training programs as a result of the
Group’s open to change approach.
In the coming years, the plan is to also design
training programs outside broadcasting and
publishing and to offer new opportunities
to the Group employees to improve their
professional competencies.
Gender(*)
Education
Number of Personnel (Domestic) (Age)
39-48
49 and above
Higher
Education
Male
64%
53%
Other
10%
Female
8%
22%
24 and under
11%
36%
31-38
34%
High School
37%
Private Health Insurance
DYH employees have private health
insurance while their personal health is
closely monitored by the occupational health
doctors and health care assistants. Legally
required procedures such as periodical
vaccine shots, eye examinations are also
fulfilled.
25-30
25%
Doğan Yayın Holding has determined
the key management personnel as the
members of the Board of Directors and
Executive Committee members. The total
compensation of key management personnel
includes salaries, bonus, health insurance,
communication and transportation expenses;
the total amount of compensation for these
personnel is presented below.
(TL thousand)
2013
2012
Salaries and Other Short Term Benefits
Post-employment Benefits
Other Long-term Benefits
Termination (Dismissal) Benefits
Share Based Payments
Total
2,647
2,647
4,751
4,751
DYH Organizational Chart
Board of
Directors
Executive
Board
Legal
Affairs
(*)
Financial
and
Administrative
Affairs
Committee
Audit
Committee
Committee for Early
Risk Detection
Investor
Relations
Partnerships are included in the number of employees.
71
At a Glance
Operations
Sustainability
Remuneration Policy
Remuneration Policy
Equal remuneration for equal jobs
BALANCED
REMUNERATION
POLICY
Unless our Board of Directors makes
a decision otherwise, the duties of the
Remuneration Committee are carried out by
the Corporate Governance Committee as also
stipulated by the Communiqué for Corporate
Governance (II-17.1) (“Communiqué”) of the
Capital Markets Board.
Productivity is taken into consideration in
defining the remuneration and other benefits
to the staff. The Company may make plans of
gaining shares by the personnel.
Such principles of remuneration of the
members of the Board of Directors and
executives with management responsibilities
are made in writing in order to present to
the shareholders information in a separate
B-Corporate Governance Committee
article of the agenda of the General
The Corporate Governance Committee:
Assembly meeting so participants may give
a) defines and monitors the principles, criteria their opinions. The Remuneration Policy is
A-General
and applications, by taking into consideration announced by the official web site of the
In consideration of the market conditions
the long term targets of the Company, of
Company of www.dyh.com.tr address.
and balanced implementations within Doğan remuneration of members of the Board
Yayın Holding A.Ş. the Company adopts the
of Directors and of the senior executives
Dividends, share options or performance
principle of “equal remuneration for equal
with management responsibilities and their
based Company payment plans are not used
jobs”.
performance evaluation;
in the remuneration of the independent
members of the Board of Directors. Care is
Market trends and performance evaluations
b) submits proposals to the Board
shown onto the fact that the remuneration
are taken into account in defining the
of Directors in connection with the
of the independent members of the Board of
remuneration levels and updating the same.
remuneration of members of the Board of
Directors shall be in the way to support them
Directors and of the senior executives with
to preserve their independence.
Annual salary raises are reflected to salaries
management responsibilities by taking into
of employees in the rates and in time periods consideration the degree of reaching the
The Company does not give loans, allow
deemed required by the employer upon
criteria used in remuneration.
credits, extend any payment terms for any
approval of the Chairman of the Executive
credits or loans formerly allowed or optimize
Board.
In addition, the Committee submits criticism conditions thereof, if any, or allow credits
and performance evaluation on Board of
under personal credits through a third
All employees are allowed, in addition to
Directors, and on senior executives who hold individual to or show guarantees including
salaries, some auxiliary benefit packages in line positions on both the board and who have
sureties to the benefit of a member of the
with their positions.
management responsibilities.
Board of Directors or senior executive with
management responsibilities.
Senior executives and other personnel who
C-Board of Directors
engage in management may gain additional
In accordance with provisions of Article 394
All fees paid and other benefits provided
premiums or rewarding depending on their
of the Turkish Commercial Code, members
to the members of the Board of Directors
performances.
of the Board of Directors may be paid
and senior executives with management
attendance fee, wage, gratuity, premium and
responsibilities (including salaries, gratuities,
Meetings are organized with the personnel for dividend from annual profit providing the
any other regular and occasional payments
giving information and taking their opinions
relevant amounts are defined by the Articles
along with monetary, shares, derived products
about various subjects including the financial of Association or by a resolution of the
subject to shares, share purchase options
status of the Company, remunerations,
General Assembly. Those of the members
given to the employee within share earning
careers, training and health.
of the Board of Directors who are charged
plans, non-cash payments such as automobile
also in operations are offered, along with the
and housing of which possessions are given
All staff is informed about their job
attendance fee they receive due to being a
and/or which are given temporarily given
descriptions and distribution along with
member of the Board of Directors, monthly
for use only) are announced to the public
performance and rewarding criteria.
salaries and any relevant benefits for their
through annual report.
duties in the Company.
72
Effective controls to achieve
SUSTAINABLE
SUCCESS
In 2013, DYH carried out its internal audit
and internal control activities under the
umbrella of the Presidency of Finance and
the Vice Presidency of Audit of its parent
company Doğan Şirketler Grubu Holding A.Ş.
the Vice Presidency of Audit presented the
implementations and its recommendations
on audit/internal control techniques and the
measures taken to the Audit Committee and
the Board of Directors. Authorized bodies
were informed about the internal audit/
internal control activities/measures, and the
coordination of planning and executing
activities of the audit units under the
umbrella of DYH continued.
Internal Audit and
Control
As a result of the growth in online services
and development in technology, the
importance of the information system
processes increased in many functions of
the companies. As a result, carrying out
audit and supervision activities in the field
of information systems and building the IT
infrastructure that will provide supervision
and alarm systems in the Group companies,
are among the important targets of 2014. In
addition, another target in 2014 is updating
the work flow processes/internal control
points and building an effective internal
control system.
Within the year, assurance services were
provided through tasks carried out on the
issues of protection of the Company assets,
liquid assets reconciliations and tests, work
flow processes and control/authorizationapproval mechanisms and advisory tasks
were carried out through efficiency/economy
projects.
73
At a Glance
Operations
Sustainability
Risk Management
Risk Management
Minimal risk ensures
a sound
future
The risk management activities that, DYH
carries out with the coordination of its parent
company Doğan Şirketler Grubu Holding
A.Ş. include monitoring and measuring
fiscal, operational, compliance, and financial
risks and making recommendations to the
Group companies if necessary. The Doğan
Holding Presidency of Finance monitors fiscal,
compliance and operational risks while The
Doğan Holding Vice Presidency of Finance
and Fund Management monitors financial
risks.
Fiscal, Compliance and Operational Risk
Management
In collaboration with the top management
of the Group companies, the Doğan Holding
Presidency of Finance carries out tasks to
identify and detect possible risks the Group
companies can face and carries out the risk
management activities in order to control
and reduce the possible risks detected in this
process.
In addition, within the structure of DYH,
Committee for Early Risk Detection and
Management established in accordance with
Article 378th of the Turkish Commercial Code
n.6102 and the DYH Corporate Governance
Committee authorized on this issue in
accordance with the CMB Communiqué
n.56, Series: IV, carry out activities under the
Board of Directors on the issues of early
diagnosis of the risks that may endanger
the existence, development, and continuity
of the Company, implementation of the
necessary measures regarding the risks, risk
management annual controls (at least once
a year) on the risk management systems.
Committees for early risk detection of the
publicly traded Group companies, convene
every two months in order to evaluate the
risks of the companies. Evaluations made at
these meetings are reported to the Board of
Directors.
Financial Risk Management
Credit risk, market risk (FX risk, interest risk,
Within the scope of fiscal, operational and
price risk) and liquidity risk are within the
compliance risks, tax commercial law and
scope of financial risks that DYH can face due
Capital Markets compliance risk management to its business activities.
activities are also carried out under the
Through financial risk management, DYH
coordination of relevant divisions of the
Dogan Holding Presidency of Finance, by the aims to minimize the negative impacts of the
Audit and Risk Management Units and from financial market fluctuations on the financial
time to time with the participation of audit
results.
and certified public accountant companies.
Through the audit and control activities
carried out in coordination, Group companies
are continuously monitored against risks.
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With the aim of protection from various
financial risks it faces, DYH utilizes a limited
number of derivative product options
such as maintaining a foreign exchange
position within the structure of Doğan
Şirketler Grubu Holding A.Ş. (considering
the foreign exchange liabilities of the DYH
companies) and taking a position in the
relevant companies in parallel to the liabilities
depending on the liquidity situation of these
companies.
As part of the general principles specified
by DYH, all subsidiaries and joint ventures
effectively implement financial risk
management.
Doğan Şirketler Grubu Holding A.Ş. activated
the Central Treasury System application for
monitoring financial risks and performing
asset-liability management in 2011. With
this system, a process started where daily
market values can be calculated for all types
of financial instruments (including options
and futures). In 2012 and 2013, the system
was improved after evaluating the required
aspects. With the financial risk management
system, FX and interest rate risks are
calculated and reported daily according to the
market yield curve.
Comprehensive analysis of
ECONOMIC AND
FINANCIAL
Risks
Credit Risk
Credit risk is the risk on the counterparties
not meeting the obligations in the
agreements DYH becomes a party to. Credit
risk including, in particular, the receivables
from advertising services, also consists of
other receivables of DYH companies. DYH
controls credit risk by creating central data
with its own credit assessments made by its
factoring company and by determining credit
limits for the counterparties. In distributing
credit risk, the considerable number of
corporations constituting the customer base
and their range of businesses in different fields
play an important role.
Interest Rate Risk
DYH manages the interest rate risk by taking
a “natural” measure of balancing its assets
and liabilities sensitive to interest rates
and by limiting the utilization of derivative
instruments.
Legal Risks
There are no lawsuits filed against the
Group companies that can hinder them
from carrying out their activities or that
can damage their financial structure.
Legal disputes and lawsuits arising from
the activities of the Group companies
Liquidity Risk
are performed by the lawyers working
DYH manages liquidity risk by keeping an
in a centralized system in the Legal Unit
appropriate amount of cash and short term
established under the structure of DYH’s
deposits and liquid assets in order to meet
parent company Doğan Şirketler Grubu
short term payments, and by providing mid- Holding A.Ş. In this manner, it is ensured that
term and long term funding with sufficient
lawyers expert in various areas of law provide
loan facilities for the investments and projects services for all subsidiaries. Moreover, through
– evaluating the return on investment per
the centralized legal system, advisory services
period and capital-credit balance in the
are given to Doğan Yayın Holding A.Ş. and its
Receivables Risk
projects.
subsidiaries on the issues they need to resolve
Group companies are subject to receivables
– or outsourced of such services from expert
risk due to their trade receivables arising
Due to the dynamic nature of the business
legal advisors is coordinated.
from their credit sales. Group company
environment, DYH aims for flexibility in
management reduce the receivables risk
funding by means of keeping the loan facilities Information Technology Risks
regarding their receivables from customers by available.
Purchasing, production, sales and accounting
determining credit limits for each customer
processes within the Group companies are
separately and by getting guarantees if
Foreign Exchange (FX) Risk
carried out through the applications and
necessary, and by selling products to its risky
FX risk is the risk that occurs due to
modules on the integrated information
customers only in cash.
converting the borrowings into the functional system (SAP) while the reports for these
currency depending on the changes in the
processes are also prepared on this system.
The receivables risk of the Group companies
exchange rates. These risks are monitored and
is mainly based on their trade receivables.
restricted through FX position analysis.
DYH keeps abreast of the technological
Company management evaluate the trade
developments in all its areas of activity and
receivables by taking previous experience and Capital Risk Management
the needs of the Group companies on this
current economic situation into consideration The Group aims to provide yield for
issue. With the information technologies
and thus set aside an appropriate amount of its partners and benefits for the other
system used in all of the companies,
provision for bad debts.
shareholders when managing the capital
sufficiency, effectiveness, accessibility, safety,
while it aims to continue the Group activities and reliability of the services provided, are
by maintaining the appropriate capital
constantly monitored. Every year, making
structure to decrease the cost of capital.
sure that processes and activities regarding
The Group may issue new shares in order to
the Group companies need in information
protect or restructure its capital and may sell technologies, are determined, DYH
its assets to decrease its debts.
makes necessary information technology
investments as a result of this process.
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At a Glance
Operations
Sustainability
Principles Compliance
Report
1. Corporate Governance Principles Compliance Statement
In its Corporate Governance practices, our Company pays utmost attention to complying with the Capital Markets Legislation, Capital Markets
Law and Capital Markets Board (“CMB”) regulations and decisions.
The Corporate Governance practices of our Company are given Corporate Governance ratings by the international rating company “ISS
Corporate Services Inc.” (ICS) that has a license in Turkey to make rating in conformity with the methodology approved by the CMB.
Our Company is one of the first companies that have received a Corporate Governance rating in Turkey. Our Company’s, for the first time in
2006, Corporate Governance rating was “good” with 8.0 out of 10. Our Company was the first media company in the world, announcing its
local Corporate Governance rating it has received from an internationally accepted rating company. Our Company was the first Stock Exchange
Company rated by ICS in Turkey besides being the first Stock Exchange Company rated in Turkey other than the companies in the field of
finance. Moreover, our Company is listed on the Corporate Governance Index (XKURY) (from the first day the XKURY Index started) of Borsa
İstanbul A.Ş., (Borsa İstanbul). Corporate Governance Rating and Corporate Governance Compliance Reports are available on our website
(www.dyh.com.tr).
Our Company, paying utmost attention to complying with the Corporate Governance Principles obligated by the Capital Markets Law and
CMB regulations and decisions in the activity period that ended on the 31st of December 2013; anticipates, under these circumstances, no
significant conflicts of interest on the non-compliance issues that are left outside these principles.
Yahya Üzdiyen
Executive Member of the Board of Directors
and President of the Executive Board
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Yaşar Begümhan Doğan Faralyalı
Chairwoman of the Board of Directors
SECTION I - SHAREHOLDERS
2. Shareholder Relations Unit
2.1. In using the shareholder rights, the legislation, the Articles of Association and other internal regulations are applicable and any type of
measures are taken for ensuring the use of these rights.
2.1.1. The “Shareholder Relations Unit” was established in order to monitor all the relations between shareholders and the Company in
compliance with the Capital Markets Law, the CMB regulations/decisions and to ensure that the requirements regarding the shareholders’
right to information are completely met. It carries out the activities in compliance with the Capital Markets Law, the CMB regulations/
decisions and the Articles of Association.
2.1.2. The staff of investor relations, legal affairs and financial affairs report to “Shareholder Relations Unit”. Our Company’s Investor Relations
Director, Ms. Banu Çamlıtepe, is in charge of the management of the unit. Her contact information is given below.
Name
Banu Çamlıtepe
Title
Phone
E-mail
Director Investor Relations
(216) 556 9000
banuc@doganholding.com.tr
All our share certificates are dematerialized in the Central Dematerialized System under Central Registry Agency.
2.1.3. Utmost attention is paid to be in consistent with the relevant legislation and the Articles of Association while meeting the requests of our
shareholders. In 2013, our Company did not receive any written or verbal complaints regarding the use of the shareholder rights or within our
knowledge there aren’t any administrative/legal proceedings filed against our Company on this issue.
2.1.4. In 2013, information requests of the investors and shareholders were replied in compliance with the Capital Markets Legislation and CMB
regulations/decisions, related information and documents, except the ones having the characteristics of confidential information and trade secret,
were provided to the investors and shareholders considering the equality principle.
3. Exercise of Shareholders’ Right of Access to Information
3.1. DYH does not discriminate among shareholders on the issue of exercise of shareholders’ right of access to and examination of information.
3.1.1. For the shareholder rights to be used in a healthy manner, all information and documents are presented to the use of the shareholders equally, in
both English and Turkish via our Company’s corporate website at www.dyh.com.tr.
3.1.2. In 2013, in order to give prompt response to the verbal and written information requests of the shareholders in compliance with the Capital
Markets Legislation, Capital Markets Law and CMB regulations and decisions, the best effort was shown under the supervision of the “Shareholder
Relations Unit”.
3.1.3. The request for the assignment of a private auditor has not been yet regulated as an individual right in our Articles of Association. However, in
the upcoming periods, depending on the amendments in the relevant legislation, this right may be included in our Articles of Association. On the
other hand, there was no “private auditor” assignment in our Company within the period.
3.2. In order to ensure our shareholders to exercise of their rights of access to information, any type of information that may influence the use of these
rights is presented to the examination of the shareholders on our website up-to-date.
4. General Assembly Meetings
4.1. The Company does not have any registered shares.
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4.2. In accordance with our Articles of Association, “information document” regarding the agenda items is prepared and publicly disclosed prior to the
general assembly meeting.
4.2.1. The announcements of General Assembly meeting are made at least three weeks prior to the meeting in line with the amendment made to our
Articles of Association and with the procedures stipulated in the legislation in a manner that enable reaching as many shareholders as possible via our
Website (www.dyh.com.tr).
4.2.2. The Turkish Commercial Code, the Capital Markets Law, the CMB regulations/decisions and the Articles of Association are complied with in all
public announcements and notifications.
4.2.3. All financial reports and statements including the annual report, dividend distribution proposal, “information document” prepared regarding
the General Assembly agenda items and other documents that form the basis for the agenda items, the latest version of the Articles of Association
and if the Articles of Association will be amended the amendment text and its justifications are available for our shareholders’ review at the locations,
including the Company headquarters and electronic platforms, where they can be reached easily.
4.2.4. In the previous accounting period, no important change was made on the Company’s management and activity organization. If such change is
made, it will be announced to the public within the provisions of the legislation.
4.2.5. In the Company’s website, apart from the notifications and disclosures that the Company must made according to the legislation, together with
the General Assembly meeting announcements, other notifications and disclosures that must be made in accordance with the Capital Markets Law,
the Capital Markets Board regulations and other legislative provision in force, are also available.
4.2.6. Before the General Assembly meetings, sample proxy forms are announced for the shareholders who will be represented by their proxies and are
available on the Company’s website for shareholders use.
4.2.7. Voting procedure is presented via website for the information of the shareholders before the meeting.
4.2.8. In 2013, our Company did not receive any request from the shareholders for adding a new item on the agenda.
4.3. Convening procedure of the General Assembly ensures highest level of shareholder attendance.
4.3.1. Our General Assembly meetings are held in a manner that does not create any inequality among the shareholders, and with lowest cost possible
and in the simplest procedure.
4.3.2. Our General Assembly meetings are held at the Company headquarters. Our Articles of Association gives the opportunity to hold the meetings
at another location in the city where the Company headquarters is. If in the future the requests are received in this direction, they will be evaluated.
The executive members of the Board of Directors, at least one member of the Board of Directors and an Auditor from the Independent Audit
Company must participate the General Assembly meetings; moreover, the persons who have responsibilities regarding the issues on the agenda and
who must make explanations should participate in the meetings. If the persons, except the ones who must participate in the meetings according to
the laws, are not present, reasons for not attending the meeting are submitted for the information of the General Assembly by the meeting chairman.
4.3.3. Shareholders can attend the General Assembly meetings in compliance with the Turkish Commercial Code, the Capital Markets Law, the
regulations of the Capital Markets Board and the Central Registry Agency and the other relevant legislation in force. For the shareholder and/or the
proxy who did not receive the entrance document in accordance with the relevant legislation, it is not possible to speak and/or cast vote by attending
the meeting.
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4.3.4. The place where our General Assembly meetings are held, with its features, enables the shareholders to participate in the meetings. Through
the amendments made to the Articles of Association and ensuring compliance with the regulations of the Turkish Commercial Code of, the General
Assembly meeting was held in an electronic platform. The entitled persons who have the right to attend the Company’s General Assembly meetings
can also attend these meetings via electronic platform as per the 1527th Article of the Turkish Commercial Code. The Company, may decide to install
the Electronic General Assembly System (EGAS) or to purchase services from the systems developed for this purpose, to ensure that the entitled
persons attend the General Assembly meetings in electronic platform, make suggestions, and cast their votes within the framework of the legislation
in force. In all General Assembly meetings that will be held, the Company ensures that the entitled persons and their representatives use their rights
on the installed system in accordance with this provision of the Articles of Association. Our Company complies with the CMB’s Decision n. 4/89,
dated 01.02.2013 on this issue.
4.3.5. Unless otherwise decided by the General Assembly, meetings are held in a manner open to the related persons and media. However, for the
shareholder and/or the proxy who did not receive the entrance document in accordance with the relevant legislation, it is not possible to speak
and/or cast vote by attending the meeting. Our shareholders, some of the members of the Board of Directors, our Company’s employees and the
independent audit company were attended our Ordinary General Assembly meeting relating to 2012 accounting period, however, other stakeholders
and media did not attend.
4.4. In the General Assembly meeting, the agenda items are presented in an objective, clear and comprehensible manner and in details; the
opportunity is given to the shareholders in order to express their opinions and ask their questions under equal circumstances and thus healthy
discussion environment is created.
4.4.1. In General Assembly meetings, each share has one voting right.
In the General Assembly meeting where there is physical attendance, rasing hand method is used. On the other hand, it is mandatory to use “secret
ballot” voting method upon the request of the 1/20 of the shareholders represented in the meeting.
4.4.2. In all General Assembly meetings of the Company, the provisions of the Capital Markets Law and Turkish Commercial Code are complied with
respectively, regarding meeting and decision quorums.
4.4.3. In case usufruct right and disposition right of a share belong to different persons, these persons can be represented in a manner that they find
appropriate by having an agreement between themselves. If they fail to reach an agreement, then the holder of the usufruct right uses the right to
attend the General Assembly meeting and to cast vote. General Assembly meeting minutes, including the ones related to the past years, are available
on our Website (www.dyh.com.tr).
4.4.4. It was seen that in the past years corporate investors generally participated in the General Assembly meetings by proxies. In 2013, two General
Assembly meetings were held. In the Ordinary General Assembly meeting which was held on the 21st of June 2013 in order to discuss the 2012
activities, 1,583,722,469.705 shares (79.19%) were represented out of 2,000,000,000 shares representing the capital of our Company. During the meeting,
no suggestion or question was received on the agenda items from the shareholders who attended the meeting in person or by proxy.
4.4.5. On the other hand, in the Extraordinary General Assembly meeting which was held on the 21st of October 2013 in order to discuss the Articles
of Association amendments, 1,590,628,249.681 shares (79.53%) were represented out of 2,000,000,000 shares representing the capital of our Company.
Moreover, without voting and resolving, our shareholders were informed about increasing the issued capital of the Company to TL 2,428,550,000 all
paid in cash, with our Board of Directors’ decision n.2013/23 taken on the 28th of August 2013. During the meeting, no suggestion or question was
received on the agenda items from the shareholders who attended the meeting in person or by proxy. The Board of Directors prepares an internal
directive including the rules regarding the working principles and procedures of the General Assembly, in compliance with the relevant provisions of
the Turkish Commercial Code and with the regulations and communiqués issued within the framework of this Law and then submits for the approval
of the General Assembly. The internal directive after being approved by the General Assembly is registered and announced in the Trade Registry.
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4.5. According to the 18th Article of the Company’s Articles of Association; the upper limit of the aids and donations that will be made by the
Company in one accounting period is determined by the General Assembly within the framework of the principles specified in the 3/j Article of
the Articles of Association. The Company cannot make donations at amounts exceeding the upper limit determined by the General Assembly. The
amount of the donations is added on the “distributable profit” base. It is mandatory that; the donations of the Company are not against the Capital
Markets Law regulations on concealed gain transfers, the Turkish Commercial Code and the other relevant legislation, the necessary public disclosures
are made and the donations that are made within the year are submitted for the information of the shareholders in the General Assembly.
4.6. The donation amount of TL 5,000 made to the foundations, associations, public institutions and organizations by the Company in 2012 was
submitted for the information of the shareholders in the Ordinary General Assembly meeting which was held on the 21st of June 2013 at the
Company headquarters.
5. Voting Rights and Minority Rights
5.1. The Company avoids practices that make it difficult to exercise voting rights. All shareholders are given the opportunity to exercise their voting
rights in the easiest and most convenient manner.
5.2. There are no preferred shares or different classes of shares in the Company.
5.3. Each share have one voting right.
5.4. There is no Company regulation that restricts the exercise of shareholders’ voting rights for a certain period of time following the acquisition date
of their shares.
5.5. The Articles of Association do not contain any provision that prevents non-shareholders from voting as proxy as a representative of a shareholder.
5.6. According to the Articles of Association, if the beneficial owner differs from the owner of the right to dispose of a share, these parties can agree
among themselves and have themselves represented as they see fit. Should they fail to reach an agreement, the right to attend the General Assembly
meetings and vote shall be exercised by the beneficial owner.
5.7. Since the share capital of the Company does not involve any cross-shareholdings, no such votes were cast at the General Assembly.
5.8. Minority rights are granted to shareholders collectively holding one-twentieth (5%) of the share capital.
5.8.1. The Company takes the utmost care to ensure the exercise of minority rights. In 2013, our Company did not receive any comments or
complaints from our minority shareholders.
5.9. The Articles of Association do not provide for cumulative voting. The advantages and disadvantages of this method are being assessed within the
framework of legislative developments.
6. Dividend Right
Our Company determines its dividend distribution decisions by taking into account the Turkish Commercial Code, the Capital Markets Legislation,
the Capital Markets Law, the Capital Markets Board (CMB) regulations and decisions, the Tax Laws, the provisions of other relevant legal legislations,
the Articles of Association and the Dividend Distribution Policy.
6.1. Our Company and our subsidiaries whose shares are traded on Borsa İstanbul (BİST), submitted their dividend distribution policies for the
information of their General Assemblies and publicly disclosed them in compliance with the Capital Markets Legislation and the CMB regulations and
decisions.
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6.2. The distribution of profit is enacted within the deadline indicated by the Capital Markets Law and CMB regulations, as quickly as possible
following the General Assembly meeting.
6.2.1. Since there was no distributable period profit according to the dividend distribution statement prepared in compliance with the CMB
regulations/ decisions for the accounting period of 01.01.2012 - 31.12.2012, it was decided not to distribute dividend to our shareholders relating to the
2012 accounting period, at the Ordinary General Assembly meeting held on the 21st of June 2013.
6.3. According to our Company’s Articles of Association: provided that it is authorized by the General Assembly, the Board of Directors can
distribute “advance dividend” in compliance with the Capital Markets Legislation, the Capital Markets Law, the CMB regulations and decisions. The
authorization given to the Board of Directors by the General Assembly for the distribution of “advance dividend” is limited with the year that the
authorization is given. Unless the previous year’s advance dividends are fully set off, no decision can be taken on distributing additional advance
dividend and/or dividend.
6.4. The principles regarding our Dividend Distribution Policy are given below:
Our Company makes dividend distribution decisions, and distributes dividend, in line with the Turkish Commercial Code; the Capital Markets
Legislation; Capital Markets Law (CML), Capital Markets Board (CMB) Regulations and Decisions; Tax Laws; provisions of other relevant legislation; and
our Articles of Association, and the Resolution of the General Assembly.
Accordingly:
1- As a principle, at least 50% of the “net distributable profit” calculated as per the Capital Markets Legislation, CMB, CMB Regulations and
Resolutions can be distributed, taking into account the financial statements prepared in compliance with the Capital Markets Legislation, CMB,
CMB Regulations and Decisions.
2- In case it is contemplated to distribute dividend between 50% and 100% of the “net distributable profit” calculated; the financial statements,
financial structure, and the budget of our Company are taken into consideration when determining the dividend distribution percentage.
3- The dividend distribution proposal is made public as per the Capital Markets Legislation, CMB, and the CMB Regulations and Decisions taking
into account the legal deadlines.
4- In case the amount is
a. lower than the amount calculated as per Article 1, of the “net distributable profit” that is calculated in line with the legal records kept within the
scope of the Turkish Commercial Code, and the Tax Laws; the “net distributable profit” calculated as per the legal records kept within the scope of
this article hereby is taken into account, and it is distributed entirely,
b. higher than the amount mentioned above, action is taken as per Article 2.
5- In case there is no net distributable profit as per the legal records kept within the scope of the Turkish Commercial Code and Tax Laws, no
dividend distribution can be made a “net distributable profit” has been calculated according to the financial statements prepared as per the
Capital Markets Legislation, CMB, CMB Regulations and Decisions, and in compliance with again the Capital Markets Legislation, CMB, the CMB
Regulations and Resolutions.
6- In case the calculated “net distributable profit” is below 5% of the issued capital, this may lead to the dividend distribution not being made.
7- The upper limit of the aids and donations that will be made by our Company within an accounting term in compliance with the Capital Markets
Legislation, CMB, the CMB Regulations and Decisions, and as per the principles set forth in our Articles of Association shall be determined by the
General Assembly. No donations may be made in amounts exceeding the limit set forth by the General Assembly, and the donations made shall be
added to the “net distributable profit” tax base.
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8- The dividend distribution shall start latest by the 30th day following the general assembly meeting where the distribution resolutions were made,
and in any case, as of the end of the accounting term.
9- In line with the Capital Markets Legislation; CMB, CMB Regulations and Decisions, and the provisions of the Articles of Association, and as per
the Resolution of the General Assembly, our Company may distribute the dividend share in cash and/or upfront as “free shares”, or may distribute in
instalments.
10- Our Company may also distribute dividends to other persons who are not shareholders in line with the resolutions to be made by the General
Assembly. In that case action shall be taken in compliance with the Turkish Commercial Code; Capital Markets Legislation; CMB, CMB Regulations
and Decisions, and the provisions of the Articles of Association.
11- Our Company may decide to distribute, and may distribute, dividend advance, in line with the Turkish Commercial Code; Capital Markets
Legislation; CMB, CMB Regulations and Decisions; Tax Laws; the provisions of the other legislation, the Articles of Association, and the General
Assembly Resolution.
12- Investments requiring significant amounts of cash outflows for increasing our Company value, significant issues affecting our financial structure;
important uncertainties and adversities outside the control of our Company arising in economy, in the markets, or other areas shall be taken into
account in making dividend distribution decisions.
6.5. Our Company’s “Dividend Distribution Policy” is included in the annual report and publicly disclosed via our website (www.dyh.com.tr).
7. Transfer of Shares
The Articles of Association do not contain any provisions that make it difficult for the shareholders to freely transfer their shares.
SECTION II - PUBLIC DISCLOSURE AND TRANSPARENCY
8. Disclosure Policy
8.1. A “Disclosure Policy” concerning the Company’s public announcementsis publicly disclosed via our website (www.dyh.com.tr).
8.2. The “Disclosure Policy” was approved by the Board of Directors and submitted for the information of the shareholders at the General Assembly.
The Board of Directors is responsible for pursuing, reviewing and improving the Information Policy. The Corporate Governance Committee provides
information and makes suggestions on the issues regarding “Disclosure Policy”.
8.3. The Shareholder Relations Unit is assigned in order to supervise and monitor any type of issues regarding public disclosure. Depending on the
content of the question, external questions are replied by the Chairman of the Board of Directors, the Chairman of the Executive Board/CEO, the CFO
or within the scope of their knowledge and limits of authorization by the “Investor Relations Director”. In responding questions, special attention is
paid to ensure equal opportunity among the stakeholders.
8.4. While making public disclosures, except the ones determined by the legislation, data distribution companies, written and visual media and our
website are effectively used.
8.5. Principles governing the disclosure of information on future prospects are defined in the Company’s Disclosure Policy. In public announcements,
information on future prospects is disclosed together with the justifications and the statistical data underlying the forecasts and is associated with the
Company’s financial position and operational results. At our Company, these disclosures can only be made by the Chairman of the Board of Directors,
the Chairman of the Executive Board/CEO and the CFO.
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8.6. “Individuals with Administrative Responsibility” defined within the scope of the Capital Markets Legislation, and individuals in close contact with
them, publicly disclose the transactions that they make on the capital market instruments of the Company in compliance with the Capital Markets
Legislation.
8.6.1. Since all public disclosures we made are available on our website, if any, the public disclosures that are made within aforementioned scope will
also be automatically available on our website.
8.6.2. There are not any derivative instruments based on our Company’s shares.
8.7. Our financial statements and their footnotes are; prepared on consolidated basis in compliance with the Turkish Accounting Standards and the
Turkish Financial Reporting Standards (“TAS” and “TFRS”) published by the Public Oversight, Accounting and Auditing Standards Authority within
the scope of the Communiqué (Serial: II, No: 14.1) of the Capital Markets Board (“CMB”), reported in accordance with the presentation principles
that were determined with the decision (dated 07.06.2013, No: 20/670) of CMB and announced in the weekly CMB Bulletin (dated 07.06.2013, No:
2013/19), independently audited in conformity with the Turkish Auditing Standards (“TDS”) and, publicly disclosed.
9. Company Website and its Contents
9.1. The Company’s website at www.dyh.com.tr, is actively used for public disclosures, in compliance with the Turkish Commercial Code, the Capital
Markets Legislation, the Capital Markets Law and the CMB regulations and decisions.
9.1.1. Our Company website was created both in Turkish and in English with the content and in a manner stipulated by the Turkish Commercial Code,
the Capital Markets Legislation, the Capital Markets Law and the CMB regulations and decisions.
9.1.2. We continue to perform our tasks for providing better service via our website.
9.1.3. Our Company’s letterhead clearly indicates the address of its website.
9.1.4. The principles regarding the management of our website are specified in the “Disclosure Policy” .
10. Annual Report
Our Company’s 2012 Annual Report, and 2013 Quarterly Interim Activity reports were prepared in compliance with the Turkish Commercial Code,
the Capital Markets Legislation, the Capital Markets Law and the CMB regulations and decisions.
SECTION III - STAKEHOLDERS
Since our Company is a holding company, it is not directly engaged in media activities. Thus, our shareholders and investors take the priority among
our stakeholders. Due to the fact that our Company carries out activities in media sector and the advertisement revenue is an important revenue item
among our revenues, the advertisers are our other important stakeholders. Advertisement policies and their implementations are established within
the own structure of our subsidiaries. Our Company actively participates in and supports the activities of non-profit organizations that operate in the
advertising and media sector. On the other hand, due to the importance of the human resources in media sector, in our Company, human resources
management is represented at the top level, and human resources policies are carried out at macro level. On the other hand, general policies regarding
our readers, viewers and listeners in printing and in broadcasting, are carried out in coordination with our Group companies.
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11. Informing Stakeholders
As explained in detail at the first part of the report, shareholders and investors are informed in line with the Capital Markets Legislation, the Capital
Markets Law and the CMB regulations and decisions, and through the methods determined. Our Company management is supported on the issue
of joining the various non-profit organizations established by our stakeholders. Together with the advertisers who advertise these types of activities,
effective participation is ensured in order to understand their needs, to provide the sector with sustainable growth and financial strength.
In case of any company transactions in violation of the legislation or Code of Ethics, the stakeholders can contact the members of the Corporate
Governance Committee or Audit Committee, or individuals authorized to provide information by the Company’s Disclosure Policy, via e-mail.
12. Stakeholder Participation in Management
The Company is in constant contact with the stakeholders listed above. All feedback received from the stakeholders is presented to senior
management for evaluation after various procedures and solution proposals and policies are developed. There is no regulation in the Articles of
Association that stipulates the participation of the stakeholders in the company management. The employees are informed about the Company’s
general activities and practices and they provide their suggestions via the Company’s intranet site.
13. Human Resources Policy
13.1. Our Company has a written “human resources policy”. Within the scope of this policy, the Company takes as a basis to recruit the persons who
have outstanding know-how and talent; who can easily adapt to corporate culture; who have advanced business ethics, who are honest, consistent;
who are open to the changes and developments; who can integrate the future of the corporation that he/she works for, with his/her own future.
13.2. In accordance with its human resources policy, the Company offers equal opportunity to people with the same qualifications in recruitment and
career planning.
13.2.1. Recruitment criteria are set down in writing and are followed in practice.
13.2.2. Employees are treated equally on the issues of training and promoting. It is ensured that the employees participate in the education programs
for increasing their knowledge, skills and courtesy.
13.3. Employee-related decisions and/or developments that concern the employees are shared in an electronic environment via “Intranet” created
with the purpose of increasing the communication among the employees.
13.4. DYH’s efforts with regard to defining job descriptions and allocations for the employees, as well as determining the criteria for their performance
evaluation and recognition is continuously updated to meet the demands of changing circumstances.
13.5. The Company’s work environment is designed to maximize safety and productivity.
13.6. Relations with employees are carried out by the Human Resources Department. There are no unionized employees at the Company.
13.7. The Company does not discriminate among its employees and treats all employees equally. Neither the management nor the Company’s Board
Committees have received any complaints in this regard.
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14. Code of Ethics and Social Responsibility
The Company’s Code of Ethics has been disclosed to the public via the corporate website. The said Code of Ethics are continuously reviewed and
updated to meet current conditions.
Doğan Yayın Group is a leading media company that provides special news, contents and services at global level, in any subject, 24 hours a day, 7 days
a week, in all forms and in many different languages; that determines the agenda and enters into a dialogue with its readers and viewers and adds value
to their lives.
Our “Shared Values” are the most important common assets of the publisher and the employees, and they form the basis for our publishing and
broadcasting principles. At the same time, our shared values form the basis of the agreement between us and our readers, viewers and listeners. We
promise our viewers, readers and listeners creative and always respectful broadcasting and publishing at the best quality possible, in conformity with
the principles of professional ethics, breaking with tradition and upsetting the status from time to time.
Accordingly, for our business areas both in printing and broadcasting, separately specified principles as “publishing principles” and “broadcasting
principles” are available on our corporate website.
Thanks to its corporate structure and employees with highly developed social awareness, the Company undertakes social responsibility projects
utilizing the common synergy of the companies within its corporate structure.
Our Company, together with all subsidiaries within its structure, creates or supports projects - with a special emphasis on educational projects - that
draw attention to social problems and that will have contribution on the social development of the society.
The activities geared toward the educational, social and cultural development of Turkey are conducted both under the Company, its subsidiaries
and through the Aydın Doğan Foundation. The Foundation focuses its activities on facilitating development and improvement in education,
public health, scientific research, sports, arts and the economy. The Foundation also extends efforts to support media-related activities, encourage
technological developments and expand the scope of cultural and social progress.
Apart from the activities that are carried out directly within the corporate structure, our Company also supports the projects regarding social
awareness and social mission that are conducted by the various institutions and organizations, through its media channels and undertakes mission of
helping hundreds of projects every year to achieve the prominence they deserve.
SECTION IV - BOARD OF DIRECTORS
15. Structure and Formation of the Board of Directors
15.1. The Company complies with the Turkish Commercial Code, the Capital Markets Legislation, the Capital Markets Law and the CMB regulations
and decisions while forming and electing the Board of Directors. The principles regarding this issue are also included in the Articles of Association. In
this context ;
15.1.1. The Company is managed and represented by a Board of Directors composed of at least six and at most 12 members elected by the General
Assembly.
15.1.2. According to the ratio or number determined by the CMB, the members of the Board of Directors are elected from among the candidates
who possess the qualifications to be an independent member. The Company complies with the Capital Markets Law, the Capital Markets Board
Regulations and the other relevant legislative provisions that are in force, while determining the independent board member candidates, nominating
them, determining the number and qualifications of them, and in their election, dismissal and/or resignation.
15.1.3. The majority of the members of the Board of Directors are non-executive members.
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15.2. The names, surnames, qualifications and résumé of the members of the Board of Directors are given below:
Name/Surname
Duty
Soner Gedik
Chairwoman of the Board of Directors (Non-Executive)
(**)
Vice Chairman of the Board of Directors (Non-Executive)
Yahya Üzdiyen
Executive Member of the Board of Directors (Executive)
Ahmet Toksoy
Member of the Board of Directors/CFO (Executive)
Ertuğrul Feyzi Tuncer
Member of the Board of Directors (Independent Member)
Hacı Ahmet Kılıçoğlu
Member of the Board of Directors (Independent Member)
Mehmet Ali Yalçındağ, was not re-elected to his Board of Directors membership position at the Ordinary General Assembly meeting held on the 21st of June 2013.
Soner Gedik resigned from his position as a member of the Executive Board on the 15th of August 2013.
(*)
(**)
Born in Istanbul in 1976, Begümhan Doğan Faralyalı received her BSc in Economics and Philosophy at the London School
of Economics in 1998. She began her professional career as a consultant at the NY Office of Arthur Andersen, and then
moved to the London office of Monitor Group, where she worked as a consultant for restructuring projects involving
some of the most advanced European media, technology and FMCG companies.
After earning her MBA degree at Stanford University in 2004, she took office at Doğan Yayın Holding (DYH) as an
Executive Committee Member and Vice President for Overseas Investments. There, in charge of the international growth
of DYH, she focused on investment opportunities mainly in Europe, including Eastern Europe and Russia.
In 2007, Ms. Faralyalı led the startup process of Kanal D Romania, a general entertainment TV channel, the first foreign
investment of DYH, and forged its partnership with the Ringier Group. In two years, the channel managed to rank third
overall in total day viewership.
At the same time, she worked on the purchase of Trader Media East, traded on the London Stock Exchange, by Hürriyet.
Begümhan Doğan Faralyalı played an active role in this project constituting the largest international acquisition by DYH.
After gaining 15 years of overseas experience, she moved back to Turkey in 2009 and became CEO of Star TV. In 2010, she
assumed the Presidency of Doğan TV Holding, which also included TV channels Kanal D and CNN Türk. Ms. Faralyalı
is still the Chairwoman of Kanal D Romania. Additionaly as of 1st January 2012, Begümhan Doğan Faralyalı became
Chairwoman of Doğan Holding. She is married with two children.
Soner Gedik
Born in Eskisehir in 1958, Soner Gedik received his BA in Economics and Public Finance from Ankara University. After
completing an entrance examination, he joined the Ministry of Finance as Assistant Auditor in 1981 and was promoted
to Auditor in 1985 with the top score in his class. Gedik was a public servant for six years, auditing leading private and
public companies and honing his skills and expertise in finance. He later joined the Finance Division of Hürriyet Holding
A.Ş. to serve as a financial consultant to the President of the Executive Committee of the Group. He was promoted Vice
President of the Executive Committee in 1989 and subsequently served on the Board and as General Manager of Hürriyet
Holding. In 1998, he played a crucial role in the foundation of Doğan Yayın Holding and assumed the duties of CFO and
Vice President. At present, Gedik is currently Board member of Doğan Şirketler Grubu Holding A.Ş. and Doğan Yayın
Holding A.Ş. Gedik is married and has four children.
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Yahya Üzdiyen
Born in 1957, Yahya Üzdiyen graduated from the Department of Business Administration at Middle East Technical
University in 1980. Between 1980 and 1996, he worked as a foreign trade and investment specialist and manager in several
privately owned companies in Turkey and abroad.
Between 1997 and 2011 he assumed the position of Strategy Group President at Doğan Holding and became Vice
Chairperson on January 18, 2011. During this period, he played an important role in the acquisition, partnership and sale
of Group companies, such as Petrol Ofisi, Ray Sigorta and Star TV.
Presently acting as Board Member in many Group companies, Üzdiyen has served as Doğan Holding’s CEO since January
24, 2012.
Üzdiyen is married with two children.
Ahmet Toksoy
Born in Istanbul in 1959, Ahmet Toksoy received his BA from the Department of Finance, Faculty of Management, of
Istanbul University in 1981. After working as an auditor at the Ministry of Finance between 1984 and 1989, he joined
Hürriyet Holding as a member of the Audit Committee. He was appointed Assistant Finance Manager of Hürriyet
Newspaper between 1990 and 1991 and as Finance Manager between 1991 and 1995. Toksoy worked as Certified Public
Accountant at Aktif Denetim Yeminli Mali Müşavirlik for three years.
After serving as Financial Affairs Group President for many years at Hürriyet newspaper, he was appointed as the
President of Audit and Risk Management at Doğan Holding. He is currently on the Board of Doğan Yayın Holding, Doğan
Gazetecilik, Çelik Halat, Ditaş, Milta and several Group companies and also serves as CFO of Doğan Şirketler Grubu
Holding A.Ş. since September 2011.
Ertuğrul Feyzi Tuncer was born in 1939. He received his BA in Business Administration and Economics from Robert
College in 1964. Later, he obtained an “Executive Management” certificate from Stanford University.
He started his professional career in 1967, as Regional Director and Director of Investments at Mobil Oil Türk A.Ş. and
eventually became General Manager in 1990. In 1994, he served as Chairman at ATAŞ Anatolian Refinery, and then
became General Manager of BP Mobil Turkey Joint Venture.
In 2000, he resigned from both of these positions to continue his career as General Manager and Board Member at Petrol
Ofisi A.Ş. In 2005, he became Board Member at Doğan Holding. In 2006, at Tuncer Consulting Services and Trade, he
became the founder and partnership manager of CASE Consulting Energy.
Ertuğrul Tuncer has served as the founder Chairman of PETDER (Association of Petrol Industrialists) and is a member of
the Association of Corporate Risk Management and High council Board of Fenerbahçe Sports Club.
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Kılıçoğlu, born in 1956 in Tirebolu, after graduating from TED Ankara Koleji, received his bachelor’s degree in 1977 and master’s
degree in 1978 in Economics from University of Essex in England and starting from 1979, he worked in various positions in
Ministry of Industry, Türkiye İş Bankası, United Nations Development Programme (UNDP) and F-16 plane project.
Kılıçoğlu, started working for Türk Eximbank in 1987 and worked as a General Manager in this foundation between 1998
-2010. During this period, Kılıçoğlu has also been the member of the Board of Directors in Banks Association and was elected
as the Chairman of the Berne Union in 2001. Afterwards, he worked as the consultant in İslam Kalkınma Bankası (Islamic
Development Bank) and as the Vice Chairman of the Board of Directors in Denizbank. Kılıçoğlu is still carrying out his duties
as the Vice Chairman in Turkish Education Association and the Member of the Board of Directors in Vestel A.Ş., Şeker
Mortgage Finansman A.Ş. and Şeker Kıbrıs Ltd. Kılıçoğlu is married and has one child.
15.3. Every year, Board members are elected by the General Assembly for a maximum of three years. Unless the term of office
is clearly indicated in the General Assembly’s relevant decision, the term of office is assumed to be one year. Board members
were elected at the Ordinary General Assembly dated June 21, 2013 to serve until the Ordinary General Assembly for the
accounts and activities of 2013.
15.4. There are two independent members on the Board of Directors. In line with CMB’s regulations and resolutions,
independent members constitute one-third of the Board. The Chairperson and CEO are not the same individual.
15.5. No more than one-half of the Board of Directors have executive responsibilities.
15.6. The Company does not impose any rules or restrictions on its Board members for assuming additional duties outside
of the Company. Since the Company is a holding company and representation in the management of its subsidiaries is in
the best interest of the Company and thus its partners, the Company does not prohibit its Board members from assuming
duties in the management of its affiliates and subsidiaries. The practices in this respect are continuously reviewed according to
changing conditions.
Some of our Board members also sit on the Boards of Group companies, since the Company is a holding company. The duties
of the Board members outside of the Company are indicated below:
Name/Surname
Soner Gedik
Duties Outside the Company
Board of Directors Chairmanship in Group Companies
Board of Directors Chairmanship and Membership,
Executive Board Membership in Group Companies
Yahya Üzdiyen
Board of Directors Chairmanships, Vice Chairmanships,
Memberships, Executive Board Chairmanship,
Corporate Governance Committee Memberships in Group Companies
Ahmet Toksoy
Board of Directors Chairmanships, Vice Chairmanships,
Memberships, Executive Board Membership,
Corporate Governance Committee Memberships in Group Companies
Independent Board Membership.
Committee for Early Risk Detection Chairmanship
None
15.7. The Company asks for written declaration from the independent board members to prove that they satisfy the
independence criteria set forth in the CMB regulations and resolutions. As of the date of this report, there exists no
circumstance that would compromise the independent status of the Company’s independent board members.
The applications and statements of independence of two candidate Independent Board members were evaluated by the
Board of Directors and subsequently disclosed to the public on May 29, 2013.
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Independence statements of the independent members of the Board of Directors are given below:
29th of May 2013
STATEMENT OF INDEPENDENCE
To the Chairmanship of the Board of Directors of Doğan Yayın Holding A.Ş.,
As a member of the Board of Directors of Doğan Yayın Holding A.Ş., I declare that: I do have the qualifications of an “Independent Board
Member” stipulated in the Capital Markets Law, Capital Markets Board Communiqué, principle decision and other regulations and the
Articles of Association of your Company; and I will immediately inform your Chairmanship of the Board of Directors right after learning
that these qualifications of independence are no longer valid and I will act in accordance with your Board’s decision and thus will resign if
deemed necessary.
Best regards,
30th of May 2013
STATEMENT OF INDEPENDENCE
To the Chairmanship of the Board of Directors of Doğan Yayın Holding A.Ş.,
As a member of the Board of Directors of Doğan Yayın Holding A.Ş., I declare that: I do have the qualifications of an “Independent Board
Member” stipulated in the Capital Markets Law, Capital Markets Board Communiqué, principle decision and other regulations and the
Articles of Association of your Company; and I will immediately inform your Chairmanship of the Board of Directors right after learning
that these qualifications of independence are no longer valid and I will act in accordance with your Board’s decision and thus will resign if
deemed necessary.
Best regards,
H. Ahmet KILIÇOĞLU
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16. Operating Principles of the Board of Directors
16.1. The Board of Directors is structured to ensure maximum influence and effectiveness in full compliance with CMB’s regulations and resolutions.
Relevant rules are set forth in the Company’s Articles of Association. Accordingly:
16.1.1. Board members are elected from among persons who possess basic knowledge of the legal framework about regulating activities and
transactions related to the Company’s field of activity, are educated and experienced in company management, can interpret financial statements and
reports and are preferably university graduates.
16.1.2. According to our Articles of Association; Board of Directors is obligated to carry out the task and duties granted by the legislation in effect and
the Articles of Association herein. All tasks and transactions that do not require a General Assembly decision according to the regulations of the laws
and the Articles of Association herein are carried out by the Board of Directors.
The Board of Directors carries out its duties and uses its powers in line with the Turkish Commercial Code, Capital Markets Law, Capital Markets
Board regulations and decisions, Articles of Association and the provisions of legislation in effect.
Bodies and persons assigning (transferring) – in conformity with the law – a duty or a power arising from the Law or the Articles of Association, to
other persons, will not be held responsible for the acts and decisions of these persons unless it is proven that these bodies and persons have paid
insufficient attention in selecting these persons.
With the aim of overseeing, monitoring, directing and auditing the activities and in order to protect the interests of the Company and shareholders,
the members of the Board of Directors may assume duties in the board of directors of the associates, subsidiaries, and joint ventures. Moreover,
the members of the Board of Directors may assume tasks and duties in associations working for public interest, in foundations, in institutions and
organizations working for public interest or making scientific research, development activities, and universities, and in educational institutions and etc.
Other duties can be assumed with the approval of the Board of Directors and within the scope of the principles the Board will accept.
16.1.3. The Board of Directors represents the Company. Upon the decision taken by the Board of Directors, the power to represent the Company can
be assigned to one of the board members or to one or more executive members or to third parties who are managers. At least one board member
must be authorized to represent the Company. Unless a notarized copy of the decision, indicating the persons entitled to represent the Company
and the method of representing, is registered and published in the trade registry, the transfer of the power (authority) will not be valid. Limitation of
the power to represent, does not set forth any terms and conditions for bona fide third persons; however, the registered and announced restrictions
on using the power to represent the company from a single center or branch or altogether, are applicable. 371st, 374th and 375th Articles of the Turkish
Commercial Code are reserved. In order to ensure that all documents that will be provided and agreements that will be made by the Company are
valid, they must have the signatures of the persons authorized to represent the Company, under the Company’s trade name. According to the Articles
of Association of the Company; within the scope of the provisions of the Internal Directive that will be prepared as specified in the 367th Article of the
Turkish Commercial Code and in the Articles of Association, the Board of Directors is entitled to partially or entirely assign (transfer) the management
to one or more board members, to the third parties, and to the Boards or Committees it will establish; without prejudice to the provisions of the 375th
Article of the Turkish Commercial Code and the Capital Markets Legislation and other legislation.
The Board of Directors may also assign tasks by determining the executive members who will assume a part of its powers and specific Company
affairs, and monitor the implementations of the Board’s decisions. In such case, the scope of the responsibilities of each executive board members, will
be specified by the Board of Directors.
The executive members, assume all powers and responsibilities within the scope covering the tasks and duties assigned to them. As a rule, the other
board members will not be held responsible for transactions within this scope; without prejudice to the duties and powers within the scope of the
nonnegotiable powers that are only assumed by the Board of Directors.
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If the election of the executive members are made without their scope of responsibilities is determined by the Board of Directors, then the executive
members, without any limitation, take over all the power and responsibility regarding company affairs, company management and activities and the
implementation of the decisions.
Executive members are also the members of the Executive Board. Provided that it is within the framework of the legislation in effect; If the scope
of the responsibility is determined by the Board of Directors, the Executive Board is authorized and responsible for the implementation and
supervision of the issues that are within its scope of responsibility, if such a determination is not made, then it is authorized and responsible for the
implementation and supervision of all the issues.
16.2. The résumés of the members of the Board of Directors are available in the annual report and on the Company’s website (www.dyh.com.tr).
16.3. Board members are provided with timely access to any information they need to fully meet their obligations.
16.4. The Board of Directors issues a separate resolution for the approval of the annual report, the financial report and the corporate governance
compliance report.
16.5. In 2013, 32 Board meetings/decisions were held/made (2012: 23) and the decisions at Board meetings were made by the unanimous vote of the
participants while no dissenting votes were cast.
16.6. A Board of Directors Secretariat, which serves all board members and reports to the Chairperson of the Board of Directors, was formed to
maintain documents related to board meetings.
16.7. Board of Directors meetings are planned and held in an effective and efficient manner. As stipulated in the Company’s Articles of Association:
16.7.1. The Board of Directors convenes with regularity that will help the Board effectively carry out its tasks and duties.
16.7.2. As a rule, the Board of Directors convenes upon the call made by the Chairman or the Vice Chairman. All members of the Board of Directors
may make a written request from the Chairman or the Vice Chairman (if the Chairman is not present), to make a call for the Board of Directors
meeting.
16.7.3. Information and documents about the issues on the Board of Directors meeting agenda are presented to the board members within a
reasonable period of time in prior to the meeting ensuring equal flow of information.
16.7.4. As a rule, the Board of Directors convenes at the Company headquarters. However, with a Board of Directors resolution, meetings may be held
in another location in the city or in another city.
16.7.5. In-person participation for board members at the meetings is the rule. Meetings may also be attended using any technology that provides
remote access to the meeting. The opinions of those members who do not attend the meeting but submit their opinions in writing shall be conveyed
to the other members.
16.7.6. All Board resolutions are recorded in the meeting minutes and signed by the participants of the meetings. The Board members who cast
dissenting votes must sign the meeting minutes with their justifications for their dissenting votes. Board resolutions, meeting minutes, related
documents and correspondence are kept and regularly archived by the Board of Directors Secretariat. In cases where the affirmative votes of the
Independent Board members are required, if they cast dissenting votes, the measures required by the Capital Markets Board and Capital Markets
Legislation are implemented.
16.7.7. The Board of Directors convenes with the majority of the total number of members and takes decisions with the majority of the members
present at the meeting.
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16.7.8. In the event that a majority is not reached in the next meeting, the proposal is deemed rejected. Each Board member is entitled to one vote
regardless of his/her position and field of responsibility.
16.7.9. It is legally possible to take a decision on the proposal given by one of the members, with the written consents of the other members in
compliance with the relevant provisions of the Turkish Commercial Code.
16.7.10. Provided that the 1527th Article of the Turkish Commercial Code and the regulations that will be made within the scope of this article are
complied with, the meetings of the Board of Directors can be made entirely in an electronic platform. Also these meetings can be held in a manner
that, while some of the members are attending the meeting physically some of them may attend in an electronic platform.
16.7.11. Persons entitled to attend the Company’s Board of Directors meetings, may also attend these meetings in an electronic platform pursuant
to the 1527th Article of the Turkish Commercial Code. Pursuant to the provisions of the Communiqué on the “In Business Corporations, the Board
Meetings to be held in Electronic Platforms other than the General Assemblies of the Joint Stock Companies”, the Company can install the Electronic
Meeting System that will enable the entitled persons to attend the meetings in electronic platform and cast their votes or can purchase services from
the systems developed for this purpose. In the meetings to be held, it is ensured that, within the framework of the provisions of the Communiqué, the
entitled persons are able to use their rights - stipulated in the relevant legislation – on the system installed in line with this provision of the Company’s
Articles of Association or on the system which the support services are purchased from.
16.8. Travel and meeting expenses of the Board of Directors, as well as the expenses for the special tasks related to the Board’s activities and similar
expenses are paid out of the Company’s general budget without any restrictions.
17. Number, Structure and Independence of Board Committees
17.1. In line with the position and the needs of the Company, four committees were formed to ensure that the Board of Directors successfully
exercises its duties and responsibilities. These committees are the Executive Committee, the Audit Committee, the Corporate Governance Committee
and the Committee for Early Risk Detection.
17.2. Charters regarding the functioning of the committees are stated in the Articles of Association.
17.3. Additionally, the Audit Committee and the Corporate Governance Committee have written charters that are approved by the Board of
Directors and publicly disclosed on the Company’s website: www.dyh.com.tr. These charters were created in due consideration of the Capital Markets
Law, CMB regulations and resolutions, Articles of Association and international practices. The committees’ charters are reviewed according to
legislative changes and changing circumstances. The committees convene at least every three months.
17.4. Information on the Executive Committee is presented below.
17.4.1. Information on Committee members is listed below.
Name/Surname
Title
Other Duties
Duties in Other Committees
Yahya Üzdiyen
President
Executive Member of the Board of Directors
None
Erem Turgut Yücel(*)
Member
Chief Legal Officer
None
Ahmet Toksoy
Member
Member of the Board of Directors/CFO
None
(*)
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Soner Gedik resigned from his position as a member of the Executive Committee on the 15 of August 2013 and on the same date, Erem Turgut Yücel was appointed
for this position.
th
17.5. Information concerning the Audit Committee is presented below.
Full Name
Title Association with the Company Independence Status
President
(Non-Executive)
Member
(Non-Executive)
Independent
Committee Member
Independent
President of Corporate Governance
Committee, President of Committee
for Early Risk Detection
17.5.2. Audit Committee President Hacı Ahmet Kılıçoğlu is a non-executive Independent Board Member.
17.5.3. Committee members do not have executive duties.
17.5.4. The Audit Committee carries out its duties regularly in compliance with the Capital Markets Law and CMB’s regulations and resolutions.
Within this framework, the Committee in 2013:
• Reviewed the financial statements, footnotes and independent audit reports of the Company, as well as those of its subsidiaries that are listed
on the Borsa Istanbul as a result of the Company’s financial statements being prepared on a consolidated basis, before they were publicly
reported and held meetings with the independent auditing firm;
• Reviewed the independent audit contracts of the Company and its subsidiaries listed on the Borsa Istanbul;
• Reviewed the internal audit activities conducted by the Internal Audit Department, as well as the measures taken.
17.6. The Corporate Governance Committee is also formed by the stipulation of the Company’s Articles of Association and the information on
this Committee is presented below.
Full Name
Title
Association with the Company
President
Board Member
(Independent)
Audit Committee Member, Member
Independent of Committee for Early Risk Detection
Hacı Ahmet Kılıçoğlu(*)
Member
Board Member
(Independent)
Independent
President of
Audit Committee
Member
Doğan Group of Companies,
Vice President of Finance
(Capital Markets, IFRS/CMB
Reporting and Affiliates Oversight)
Dependent
Member of Committee
for Early Risk Detection
Dr. Murat Doğu
(*)
Independence Status
Ali İhsan Karacan resigned from his position as a member of the Board of Directors on the 12th of February 2013 and Yahya Üzdiyen was appointed to this position.
Ali İhsan Karacan resigned from his position as a member of the Corporate Governance Committee on the 4th of March 2013 and Hacı Ahmet Kılıçoğlu was appointed
to this position.
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17.6.2. More than half of the Committee members are non-executive.
17.6.3. The Committee has functioned on a regular basis since its inception. Accordingly, in 2013:
• The Committee assessed the compliance of the corporate governance compliance reports produced by the Company and its publicly traded
subsidiaries.
• The Committee ran compliance analyses on annual reports produced by the Company and its publicly traded subsidiaries.
• It was assured that the Ordinary General Assembly Meeting for the year 2012 was held in accordance with applicable legislation.
• The Committee ensured that relations with shareholders and investors were managed in a regular fashion, as per the applicable legislation and
principles.
• It was assured that the website was continuously updated and enhanced.
• The Company received its revised corporate governance rating from the corporate rating agency ICS on July 30, 2013, which was subsequently
disclosed to the general public.
In line with the CMB decision taken for all publicly traded corporations that have corporate governance rating scores; ISS Corporate Services (ICS)
revised our corporate governance rating together with all the other publicly traded corporations and announced to the public on the 3rd of March
2014. Corporate governance rating reports are available on our Company’s corporate website at www.dyh.com.tr.
17.7. In accordance with the amendment made to the CMB Communiqué (Serial: IV, No: 56) which was in effect on the 17th of July 2013 but repealed
at the beginning of 2014, our Company established the Committee for Early Risk Detection with the Board of Directors’ decision n.2013/6 taken on
the 18th of March 2013.
Information about the Committee for Early Risk Detection is as follows:
Name/Surname
Title
Relation with the Company
Independence
Status
President
Member of the Board of Directors
Independent
Audit Committee Member; President of
the Corporate Governance Committee
Selma Uyguç
Member
Doğan Şirketler Grubu Holding A.Ş.,Vice
President, Legal Consultancy Services
Dependent
None
Member
Doğan Şirketler Grubu Holding A.Ş.,
Vice President of Financial Affairs (Risk
Management and Taxes )
Dependent
None
Yener Şenok
Member
Doğan Şirketler Grubu Holding A.Ş., Vice
President of Financial and Administrative
Affairs
Dependent
None
Dr. Murat Doğu
Doğan Şirketler Grubu Holding A.Ş., Vice
President of Financial Affairs (Capital
Markets, IFRS/CMB Reporting and Affiliates
Member
Oversight)
Dependent
Committee Member
Ayhan Sırtıkara
Doğan Şirketler Grubu Holding A.Ş., Board
of Directors/Management Coordination
Member
Director
Dependent
None
Korhan Kurtoğlu
Member
Doğan Şirketler Grubu Holding A.Ş.,
Financial Affairs Reporting Director
Dependent
None
Tolga Babalı
(*)
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Erem Turgut Yücel resigned from his position on the Committee for Early Risk Detection on the 15th of August 2013 and Selma Uyguç was appointed to this position.
17.8. The Committees of the Company operate within the context of their authorities and responsibilities and submit proposals to the Board of
Directors. However, the final decisions are made by the Board of Directors.
17.8.1. The Committees inform the Board of Directors as regards the resolutions they have made.
17.8.2. The Committees inform the Board of Directors about their annual activities.
17.9. Certain members of the board sit on more than one committee since there are only two Independent Board Members.
18. Risk Management and Internal Control Mechanism
Since the Company is a holding company, it predominantly focuses on asset management, the financial performance of its subsidiaries and financial
risk. The management of financial risk is monitored by the Chief Financial Officer, relevant Vice Presidents of Financial Affairs and the Vice President
of Finance and Portfolio Management. Identification and reporting of financial as well as operational risks of the subsidiaries are also under the
responsibility of and undertaken by the President of Executive Committee. From time to time, the Audit Committee and the Corporate Governance
Committee also report problems and recommendations for solutions regarding risk management and internal control mechanisms to the Board
of Directors. In 2013, special emphasis was placed on risk management and reporting as well as on restructuring efforts. Within the framework of
these efforts, information on the implemented processes and methods for audit/risk management is exchanged with the Chief Financial Officer and
Vice President of Audit at the Doğan Şirketler Grubu Holding A.Ş., the main shareholder. Committee for Early Risk Detection set up, will present
suggestions to the Board of Directors with regard to the identification and management of risk.
19. Strategic Goals of the Company
The mission, vision, values and strategies of the Company are publicly announced on ourwebsite - www.dyh.com.tr. The mission of the Company is to
maintain its leadership with regard to news, entertainment and the media sector and to compete in global markets. Our vision is to develop media
tools for news, education and entertainment and make these tools more widely accessible, as well as to use innovative methods to deliver content to
all customers and to be one of the world’s leading media companies. The strategy of the Company is to provide customer-focused services, develop
customized products for target audiences, produce content using traditional brands, keep pace with advances in technology, diversify and enhance
content distribution channels using innovative methods, provide customized information and entertainment products and tools, diversify and
expand sales and distribution channels and collaborate with leading global media companies.
The Board of Directors and the management of the Company continuously monitor the status of the Company against its strategic goals. During the
frequent and regularly held Board meetings, the Company’s situation is reviewed and new goals and strategies are developed.
20. Financial Rights (Remuneration)
20.1. According to the Articles of Association of our Company decisions regarding the payments that are made to the members of the Board of
Directors such as per diem, salaries, dividends, bonuses and premiums are taken by the General Assembly. The financial rights of the members of the
Board of Directors may vary depending on their tasks, duties, powers and responsibilities in the Board of Directors.
In determining the financial rights that will be provided to the independent board members, the Capital Markets Law, Capital Markets Board
regulations and the provisions of the other legislation in force are applicable.
95
At a Glance
Operations
Sustainability
Report
The Board of Directors decides whether or not any payments will be made to presidents and members of committee for their tasks and duties in the
committees and determines the amounts and terms and conditions in case any payments are made.
The Remuneration Policy that was created regarding the financial rights that will be provided to the members of the Board of Directors and to the
Company’s senior executive managers who have administrative responsibilities, is publicly disclosed on the corporate website of the Company and
submitted as a separate agenda item for the information of the shareholders at the General Assembly.
The Remuneration Policy of our Board of Directors was created, submitted for the information of the General Assembly and publicly disclosed in
conformity with the CMB regulations and decisions.
20.2. At the Ordinary General Assembly meeting that was held to discuss the 2012 activities; it was decided by majority vote that the members of the
Board of Directors are paid a net amount of TL 10,000 per month. Apart from this, there is no performance based awarding for the members of the
Board of Directors.
20.3. DYH determined its key management personnel as the members of the Board of Directors and the members of the executive committee. Short
term benefits provided to the key management personnel are composed of salaries, premiums, health insurance, communication and transportation.
The total amount of the benefits provided in 2013 was TL 2,647 thousand (2012: TL 4,751 thousand).
96
Other Obligatory
Disclosures
GENERAL INFORMATION
Accounting Period for the Report:
This report covers the period from January 1, 2013 to December 31, 2013.
Company’s Trade Name, Trade Registry Number, Contact Details of Headquarters and Branches, if Applicable, Website:
Trade Name
: Doğan Yayın Holding A.Ş.
Trade Registry Number : 172165
Address
: Burhaniye Mahallesi, Kısıklı Caddesi, No: 65, Üsküdar/İstanbul
Tel
: (216) 556 9000
Fax
: (216) 556 9200
Website : www.dyh.com.tr
Company’s Stakes in Direct or Indirect Subsidiaries:
The Company has direct or indirect subsidiaries. Information about these and the Company’s stakes in these are presented in the footnotes to
the consolidated financial statements for the period January 1, 2013-December 31, 2013.
Information About the Company’s Acquisition of Its Own Shares:
During the accounting period January 1, 2013-December 31, 2013, the Company did not acquire its own shares.
Majority Shareholders, Members of the Board of Directors, Senior Executive Managers and Their Blood Relatives, and Relatives by
marriage up to Second-Degree, Who Make Important Transactions with the Company or Associate Companies Which may Lead
to Conflicts of Interest and/or Make Transactions Related to a Commercial Business that is within the scope of the Company’s or
the Associate Companies’ Field of Activity for Their Own Account or for the Account of Others or Become Unlimited Partners in
other Companies Carrying Out Similar Commercial Businesses:
The majority shareholders, the members of the Board of Directors, senior executive managers and their blood relatives, and relatives by marriage
up to second-degree did not make important transactions with the Company or Associate Companies which may lead to conflicts of interest,
and did not make any transaction related to a commercial business that is within the scope of the Company’s or the Associate Companies’
field of activity for his/her own account or for the account of others or did not become an unlimited partner of other companies carrying out
similar commercial businesses.
If any, Company Executives’ Transactions with the Company on Their Own Behalf or on Behalf of Third Parties, or Activities
Falling under Non-Compete Clause within the Scope of the Permission by the General Assembly:
Board Members receive the permission of the General Assembly to carry out the transactions outlined in the Turkish Commercial Code’s
Articles 395 and 396. According to the information available to the Company, Board members did not conduct any commercial activities on
their own behalf or on behalf of third parties in the Company’s business line.
Administrative or Legal Sanctions Imposed upon the Company or Its Executives Due to Action in Violation of Legislation:
During the period, no administrative or legal sanction was imposed on the Company or its executives due to actions in violation of legislation.
97
At a Glance
Operations
Sustainability
Other Obligatory
Disclosures
Amendments to the Articles of Association and Their Reasons
In order to ensure compliance of our Articles of Association with the provisions of the Turkish Commercial Code n.6102 and the Capital
Markets Law n. 6362, and due to renewals in the relevant legislation to improve the language used in the text of the Articles of Association;
In accordance with the permission letter given by the Capital Markets Board n. 1923-6545 on the 18th of June 2013, and within the framework
of the permission letter n. 7007-4870 of the General Directorate of Domestic Trade of the Ministry of Customs and Trade given on the 18th of
June 2013; issues regarding the amendments to the Articles 3, 4, 9, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23 and 24, and the annulment of the
Articles 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38 and 39 of the Articles of Association were submitted to the approval of the shareholders
and approved by majority vote at the Ordinary General Assembly Meeting held on the 21st of June 2013 regarding 2012 activities.
With the aim of ensuring compliance with the 5th paragraph provision of the 18th Article of the Capital Markets Law n. 6362 and within this
scope, in order to make possible the issuance of shares below the nominal (par) value;
In accordance with the permission letter given by the Capital Markets Board n. 2859-9911 on the 27th of September 2013, and within the
framework of the permission letter n. 7362 of the General Directorate of Domestic Trade of the Ministry of Customs and Trade given on the
30th of September 2013; the issue regarding the amendments to the 7th and 9th Articles of the Articles of Association was submitted to the
approval of the shareholders and approved by majority vote at the Extraordinary General Assembly Meeting held on the 21st of October 2013.
RESEARCH AND DEVELOPMENT ACTIVITIES
Research and Development Activities:
The Company carried out no R&D activities during 2013 and thus incurred no related costs.
COMPANY ACTIVITIES AND IMPORTANT DEVELOPMENTS
Attainment of Targets Set in Previous Periods, Implementation of General Assembly Resolutions, Any Reasons for Failure to
Attain Targets or Implement Resolutions Assessments:
The Company implemented all General Assembly resolutions in the concerned accounting period.
Lawsuits against the Company Which Could Affect Its Financial Situation and Activities, Their Possible Outcomes
The Company sets aside reserves for the pending administrative, commercial and business lawsuits filed against it. The cases against the
Company and the reserves set aside for possible litigation damages are as follows:
Lawsuits
The details of litigation against Doğan Yayın Holding and its subsidiaries that are pending as of 31 December 2013 and 31 December 2012 are as
follows:
(TL thousand)
December 31, 2013
December 31, 2012
61,068
53,048
Commercial Cases
5,547
13,540
Business Cases
6,918
5,867
Other
1,578
1,549
Total
75,111
74,004
Legal Cases
98
A provision for lawsuits filed against the Group whose details are given above amounting to TL 28,522 has been provided with reference to
the opinions of the Group’s legal advisors and past experience of management related to similar litigations against the Group (31 December
2012: TL 25,936). Legal cases mainly consist of pecuniary and non-pecuniary damages and lawsuits filed against Doğan Yayın Holding and its
subsidiaries and lawsuits initiated by the Radio and Television Supreme Council.
Information about the Extraordinary General Assembly:
Our Company’s Extraordinary General Assembly Meeting was held on the 21st of October 2013. In accordance with the permission letter
given by the Capital Markets Board n. 2859-9911 on the 27th of September 2013, and within the framework of the permission letter n. 7362
of the General Directorate of Domestic Trade of the Ministry of Customs and Trade given on the 30th of September 2013; the issue regarding
the amendments to the 7th and 9th Articles of the Articles of Association was submitted to the approval of the shareholders and approved by
majority vote at the Extraordinary General Assembly Meeting.
Announcements Regarding Private and Public Audits:
None.
Information Regarding Donations and Aid Made by the Company During the Year and the Expenditure Made Within the Scope of
the Social Responsibility Projects:
In 2013, our Company did not make any donations.
If the Company is an Associate in the Group Companies: All Other Measures That Were Taken or That Were Avoided for the Benefit
of the Legal Transactions That Were Made With The Parent Company, With an Associate Company of the Parent Company, Upon the
Instruction of the Parent Company for the Benefit of the Parent Company or Its Associate Company and All Other Measures That
Were Taken or That Were Avoided for the Benefit of the Parent Company or Its Associate Company in the Previous Operating Year:
Our Company did not make any legal transactions with the parent company, with an associate company of the parent company, upon the
instruction of the parent company, for the benefit of the parent company or its associate company, and in the previous operating year, did not
take or did not avoid taking any measures for the benefit of the parent company or its associate company or did not make any transactions
that must be compensated.
If the Company is an Associate in the Group Companies: In Case the Above Mentioned Legal Transaction is Made or in Case the
Measure Is Taken or Avoided, Whether or Not Appropriate Action is Taken For Each of the Legal Transactions, and Whether or
Not the Measure That was Taken or That was Avoided Inflicted any Losses on the Company, and if it did, Whether This Loss was
Compensated or Not According to the Circumstances within Their Knowledge:
Since, at our Company, there are not any transactions with the characteristics specified in the above sub-paragraph of the report, there is not
any loss that must be compensated.
FINANCIAL SITUATION
Type and Amount of the Capital Market Instruments Issued:
With the decision n. 2013/27 of our Board of Directors taken on the date 25.10.2013 based on the authorization given by the 7th Article of
our Company’s Articles of Association and approval decision n. 40/1289 of the Capital Markets Board taken on the date 06.12.2013, our
issued capital was increased from TL 2,000,000 thousand to TL 2,428,550 thousand (all paid in cash). In capital increase, all the shares issued
representing the increased capital of TL 428,550 thousand (all paid in cash) were assigned and sold to our parent company Doğan Şirketler
Grubu Holding A.Ş., in a manner that the par value of 1.-TL per share will be 0.70.-TL and the total amount of TL 299,985 thousand will be
99
At a Glance
Operations
Sustainability
Other Obligatory
Disclosures
paid totally and in cash within the scope of the conditions specified in the “issuance document” which was approved by the Capital Markets
Board. The notification was made to the Capital Markets Board regarding that the capital increase transactions were completed in compliance
with the principles and procedures stipulated in the Capital Markets Law and its relevant Communiqués and in the “issuance document”.
Moreover, in line with the (c) sub-paragraph provisions of the 1st paragraph of the 25th Article titled “after sales transactions in capital increases”
of the Communiqué (VII-128.1) on “shares” of the Capital Markets Board, the 7th Article titled “Registered and Issued Capital” of our Articles of
Association was amended in a manner reflecting the increased capital and registered in the Trade Registry on the 27th of December 2013.
Review and Company Management Assessments on Whether or Not There Is Any Loss of Company Capital or Deep - In-Debt
Situation:
As of 31st of December 2013, the amount of our equity is TL 1,492,720 thousand and this amount corresponds to 61.47% of our issued capital of
TL 2,428,550 thousand.
Measures Taken to Improve the Company’s Financial Structure:
In order to improve the financial structure, necessary measures were taken on the issues of decreasing the cost of the liabilities within the Group
structure, taking corporate finance actions for the improvement of the Company structure and ensuring more effective cash management.
The consolidated net debt amount which was TL 1,344 million at the end of 2012, fell to TL 956 million at the end of 2013. However, depending
on the cash inflows due to selling of subsidiaries and real estate in 2011 and 2012, positive improvements are expected in 2014 on net debt
position. On the other hand, as aforementioned, our issued capital amount was increased to TL 2,428,550 thousand and all the amount was
paid in cash.
INFORMATION ON THE PARENT COMPANY
Information on the Parent Company Shares Held by Group Enterprises:
Our parent company is Doğan Şirketler Grubu Holding A.Ş. and our Company does not have shares in the capital of our parent company.
Moreover, the subsidiaries of DYH do not have shares in the capital of DYH either.
Notes on the Internal Audit and Risk Management Systems of the Group as Regards the Preparation of Consolidated Financial
Statements:
Our financial statements and footnotes are prepared on consolidated basis in conformity with the Turkish Accounting Standards and the
Turkish Financial Reporting Standards (“TAS” and “TFRS”) published by the Public Oversight, Accounting and Auditing Standards Authority
within the scope of the provisions of the Communiqué (Serial: II ,No: 14.1) of Capital Markets Board (“CMB”); and determined with the CMB
decision n.20/670 taken on the 07.06.2013 and reported in conformity again with the CMB’s presentation principles published in the Weekly
Bulletin n.2013/19 on the 7th of June 2013; and independently audited and publicly disclosed in compliance with the Turkish Auditing Standards
(“TDS”).
Information about the Reports Stipulated in the 199th Article of the Turkish Commercial Code:
Our Company’s annual report and affiliation report are prepared within the scope of the provisions of the Turkish Commercial Code. The
members of the Board of Directors did not have any request within the framework of the Article 199/4 of the Turkish Commercial Code.
100
In Case the 5%, 10%, 20%, 25%, 33%, 50%, 67% or 100% shares we have, directly or indirectly, in the capitals of the companies in
our Corporate Structure Falls Below or rises above These Percentages, This Condition and Its Reasons:
Company Name
31.12.2013
31.12.2012
Effective
Effective
Share Ratio (%) Share Ratio (%)
YoY
Description
Posta Haber Ajansı A.Ş.
0.00
90.64
-90.64
Due to the merger
Doğan Gazetecilik A.Ş.
92.76
70.76
22.00
Due to acquisition
Milliyet Verlags-und Handels Gmbh
0.00
65.42
-65.42
Due to liquidation
Moje Delo spletni marketing d.o.o.
0.00
49.44
-49.44
Due to selling of shares
Bolji Posao d.o.o. Serbia
49.45
27.19
22.26
Due to transfer of shares
Bolji Posao d.o.o. Bosnia
49.45
27.19
22.26
OOO Novoprint
0.00
49.44
-49.44
Due to liquidation
OOO Pronto Stavropol
0.00
49.44
-49.44
Due to the merger
OOO Pronto Pskov
0.00
44.50
-44.50
OOO Rosprint Samara
0.00
49.44
-49.44
Due to the merger
ZAO NPK
0.00
49.44
-49.44
Due to liquidation
Sklad Dela Prekmurje NGO
0.00
27.19
-27.19
Alkım İletişim Hizmetleri A.Ş.
66.48
0.00
66.48
Due to establishment
Koloni Televizyon ve Radyo Yayıncılık A.Ş.
79.96
71.97
7.99
Atılgan Televizyon ve Radyo Yayıncılık A.Ş.
79.96
71.97
7.99
Tematik Televizyon ve Radyo Yayıncılık A.Ş.
79.96
69.30
10.66
Denizatı İletişim Hizmetleri A.Ş.
0.00
79.96
-79.96
Due to the merger
Tasfiye Halinde Protema Yapım Reklamcılık ve Dağıtım A.Ş.
0.00
79.96
-79.96
Due to liquidation
79.96
85.81
-5.85
100.00
0.00
100.00
Due to acquisition
Dogan Media International S.A.
101
At a Glance
Operations
Sustainability
Audıt Commıttee Resolutıon
Audit Committee
Resolution
AUDIT COMMITTEE RESOLUTION
Date
: 04/03/2014
Subject : Financial Report Regarding 01.01.2013-31.12.2013 Accounting Period
Decision : The independently audited consolidated financial report, (in comparison with previous period’s financials) prepared for the
accounting period of 01.01.2013-31.12.2013 in compliance with the Turkish Accounting Standards and the Turkish Financial Reporting
Standards (“TAS” and “TFRS”) published by the Public Oversight, Accounting and Auditing Standards Authority within the scope of the
Communiqué (Serial: II, No: 14.1) of Capital Markets Board (“CMB”), and in accordance with the presentation principles that were determined
with the Decision (dated 07.06.2013, No: 20/670) of CMB and announced in the weekly CMB Bulletin (dated 07.06.2013, No: 2013/19), was
reviewed by getting the opinions of the executives who are responsible for the preparation of the Company’s financial reports.
Within the framework of the information available to us and the data presented to us, we have shared our opinion with the executives in
charge of preparing the financial report. In our opinion, the financial report accurately reflects the Company’s activity results, does not include
any misleading deficiencies and complies with CMB’s regulations.
President
102
Member
Committee Resolution
CORPORATE GOVERNANCE COMMITTEE RESOLUTION
Date and Number : 04/03/2014
Subject
: Approval of the Annual Report and Other Issues
In the meeting held at the Company’s Headquarters on the date specified above:
1- The Annual Report and the Corporate Governance Compliance Report (will be included in the Annual Report), which were prepared for
the accounting period of 01.01.2013-31.12.2013 in compliance with the Communiqué (Serial: II, No: 14.1) on the “Principles Regarding Financial
Reporting in the Capital Markets” of Capital Markets Board (CMB), were reviewed by our Committee, by getting the opinions of the executives
who are responsible for the preparation of the Company’s Annual Report.
Limited within the scope of the information we have and we have been given, our opinion relating to this Annual Report and the Corporate
Governance Compliance Report was presented to the executives who have responsibility in the preparation of the Annual Report and the
Corporate Governance Compliance Report. Within the framework of this opinion, our committee reached a conclusion that this Annual
Report and the Corporate Governance Compliance Report; truly reflect the facts regarding the Company’s activity results and do not contain
any significant conflicts that may cause misleading results, and comply with the CMB regulations.
2- It was recommended that it will be appropriate to inform the Board of Directors about the policies and rules that must be determined and/
or revised and the actions that must be taken in line with the CMB’s Corporate Governance Communiqué (Serial: II, No: 17.1) and its provisions
which became effective after being published in the Official Gazette numbered 28871, dated 03.01.2014.
3- The efforts made in relation to the Company’s website, were assessed within the scope of the Turkish Commercial Code, Capital Markets
legislation and the practices of the Corporate Governance Principles and recommendations were made.
President
Member
Dr. Murat DOĞU
Member
103
At a Glance
Operations
Sustainability
Board of Director’s
Statement of
Responsibility on the
Approval of the Reports
STATEMENT OF RESPONSIBILITY OF THE BOARD OF DIRECTORS;
REGARDING THE APPROVAL OF THE FINANCIAL REPORT AND THE ANNUAL REPORT
DATE OF DECISION
DECISION NO
: 07.03.2014
: 2014/08
Ref No:
AS PER THE 9th ARTICLE OF THE SECOND SECTION OF THE COMMUNIQUÉ SERIAL: II,
No: 14.1 OF THE CAPITAL MARKETS BOARD
The independently audited consolidated financial report and the annual report of Doğan Yayın Holding A.Ş., prepared for the accounting
period of 01.01.2013–31.12.2013 in compliance with the Turkish Accounting Standards and the Turkish Financial Reporting Standards (“TAS”
and “TFRS”) published by the Public Oversight, Accounting and Auditing Standards Authority within the scope of the provisions of the
Communiqué (Serial: II ,No: 14.1) of Capital Markets Board (“CMB”) and in accordance with the presentation principles that were determined
with the Decision (dated 07.06.2013, No: 20/670) of CMB and announced in the weekly CMB Bulletin (dated 07.06.2013, No: 2013/19), were
reviewed by our Committee.
Within the framework of the information we obtained in the scope of our duties and responsibilities, the following issues were detected:
The financial report and the annual report do not include any misleading announcements on important issues or imperfections that may
cause misleading results on the announcements as of the date they were made;
The financial report, prepared in accordance with the financial reporting standards in force, truly reflects the facts regarding the assets,
liabilities, financial situation and profit & loss of our Company; and
The annual report, honestly reflects the progress and the performance of the business and the financial situation of the Company, together
with the important risks and uncertainties.
Ahmet Toksoy
CFO
104
Muzaffer Göğüş
Finance Manager
Board of Director’s
Resolution on the Approval
of the Reports
BOARD OF DIRECTOR’S RESOLUTION
Decision No
Date of Decision
Signatories
: 07.03.2014
: 2014/08
: Yaşar Begümhan Doğan FARALYALI (Chairwoman)
Soner GEDİK (Vice Chairman)
Yahya ÜZDİYEN (Executive Member)
Ahmet TOKSOY (Member)
Ertuğrul Feyzi TUNCER (Independent Member)
Hacı Ahmet KILIÇOĞLU (Independent Member)
The decision herein was signed by the Board Members as per the provision of the Article 390/IV of the Turkish Commercial Code.
Our Board of Directors decided unanimously to:
Approve and submit to the General Assembly’s approval the independently audited consolidated financial report (in comparison with
previous period’s financials) which was presented to our Board with the assent (including “amendment” recommendations) of our Audit
Committee and prepared for the accounting period of 01.01.2013-31.12.2013, in compliance with the Turkish Accounting Standards and the
Turkish Financial Reporting Standards (“TAS” and “TFRS”) published by the Public Oversight, Accounting and Auditing Standards Authority
within the scope of the Communiqué (Serial: II, No: 14.1) of the Capital Markets Board (“CMB”) and in accordance with the presentation
principles that were determined with the Decision (dated 07.06.2013, No: 20/670) of CMB and announced in the weekly CMB Bulletin (dated
07.06.2013, No: 2013/19),
Approve and submit for the information of our shareholders the attached “2013 Annual Report” and the “2013 Corporate Governance
Compliance Report” which were submitted to the approval of our Board with the assent of our Corporate Governance Committee and of
the related executives.
Yaşar Begümhan Doğan FARALYALI
Chairwoman
Soner GEDİK
Vice Chairman
Yahya ÜZDİYEN
Executive Member
Ahmet TOKSOY
Member
Independent Member
Independent Member
105
At a Glance
Operations
Sustainability
Dividend Distribution Policy
Policy
DIVIDEND DISTRIBUTION POLICY (February 28, 2014)
Our Company makes dividend distribution decisions, and distributes dividend, in line with the Turkish Commercial Code; the Capital Markets Legislation;
Capital Markets Law (CML), Capital Markets Board (CMB) Regulations and Decisions; Tax Laws; provisions of other relevant legislation; and our Articles
of Association, and the Resolution of the General Assembly.
Accordingly;
1-As a principle, at least 50% of the “net distributable profit” calculated as per the Capital Markets Legislation, CMB, CMB Regulations and Resolutions
can be distributed, taking into account the financial statements prepared in compliance with the Capital Markets Legislation, CMB, CMB Regulations and
Decisions.
2-In case it is contemplated to distribute dividend between 50% and 100% of the “net distributable profit” calculated; the financial statements, financial
structure, and the budget of our Company are taken into consideration when determining the dividend distribution percentage.
3-The dividend distribution proposal is made public as per the Capital Markets Legislation, CMB, and the CMB Regulations and Decisions taking into
account the legal deadlines.
4-In case the amount is:
a.lower than the amount calculated as per Article 1, of the “net distributable profit” that is calculated in line with the legal records kept within the scope
of the Turkish Commercial Code, and the Tax Laws; the “net distributable profit” calculated as per the legal records kept within the scope of this article
hereby is taken into account, and it is distributed entirely,
b.higher than the amount mentioned above, action is taken as per Article 2.
5-In case there is no net distributable profit as per the legal records kept within the scope of the Turkish Commercial Code and Tax Laws, no dividend
distribution can be made a “net distributable profit” has been calculated according to the financial statements prepared as per the Capital Markets
Legislation, CMB, CMB Regulations and Decisions, and in compliance with again the Capital Markets Legislation, CMB, the CMB Regulations and
Resolutions.
6-In case the calculated “net distributable profit” is below 5% of the issued capital, this may lead to the dividend distribution not being made.
7-The upper limit of the aid and donations that will be made by our Company within an accounting term in compliance with the Capital Markets
Legislation, CMB, the CMB Regulations and Decisions, and as per the principles set forth in our Articles of Association shall be determined by the General
Assembly. No donations may be made in amounts exceeding the limit set forth by the General Assembly, and the donations made shall be added to the
“net distributable profit” tax base.
8-The dividend distribution shall start latest by the 30th day following the general assembly meeting where the distribution resolutions were made, and in
any case, as of the end of the accounting term.
9-In line with the Capital Markets Legislation; CMB, CMB Regulations and Decisions, and the provisions of the Articles of Association, and as per
the Resolution of the General Assembly, our Company may distribute the dividend share in cash and/or upfront as “free shares”, or may distribute in
installments.
10-Our Company may also distribute dividends to other persons who are not shareholders in line with the resolutions to be made by the General
Assembly. In that case action shall be taken in compliance with the Turkish Commercial Code; Capital Markets Legislation; CMB, CMB Regulations and
Decisions, and the provisions of the Articles of Association.
11-Our Company may decide to distribute, and may distribute, dividend advance, in line with the Turkish Commercial Code; Capital Markets Legislation;
CMB, CMB Regulations and Decisions; Tax Laws; the provisions of the other legislation, the Articles of Association, and the General Assembly Resolution.
12-Investments requiring significant amounts of cash outflows for increasing our Company value, significant issues affecting our financial structure;
important uncertainties and adversities outside the control of our Company arising in economy, in the markets, or other areas shall be taken into account
in making dividend distribution decisions.
106
Dividend Distribution Proposal
Proposal
DIVIDEND DISTRIBUTION PROPOSAL
Decision No
Date of Decision
Signatories
: 07.03.2014
: 2014/09
: Yaşar Begümhan Doğan FARALYALI (Chairwoman)
Soner GEDİK (Vice Chairman)
Yahya ÜZDİYEN (Executive Member)
Ahmet TOKSOY (Member)
Ertuğrul Feyzi TUNCER (Independent Member)
Hacı Ahmet KILIÇOĞLU (Independent Member)
The decision herein was signed by the Board Members as per the provision of the Article 390/IV of the Turkish Commercial Code.
Taking into account the Turkish Commercial Code (TCC), the Capital Markets Legislation, the Capital Markets Law (CMB n.), the Capital
Markets Board (CMB) regulations/decisions, Corporate Tax, Income Tax, Tax Procedure Law (VUK) and the provisions of the other relevant
legal legislations, the relevant provisions of the Company’s Articles of Association and the “Dividend Distribution Policy” which was publicly
disclosed;
and according to the independently audited financial statements which were prepared for the accounting period of 01.01.2013-31.12.2013 in
compliance with the Turkish Accounting Standards and the Turkish Financial Reporting Standards (“TAS” and “TFRS”) published by the Public
Oversight, Accounting and Auditing Standards Authority within the scope of the provisions of the CMB’s Communiqué (Serial: II, No: 14.1) on
“Principles Regarding the Financial Reporting in the Capital Markets”, and in accordance with the presentation principles determined pursuant
to the CMB’s decisions on the issue;
Our Board of Directors decided to inform the shareholders on the issue that the profit distribution will not be made relating to 2013
accounting period and to submit this issue to the approval of the General Assembly due to the facts specified below:
• When the “Deferred Tax Income” and “Tax Expense for the period” from Continuing Operations, and the “Net Period Loss” from
Discontinued Operations are considered together; it is seen that the “Net Period Loss” relating to Parent Company is TL 187,726 thousand;
• There is a “Net Period Loss” of TL 25,894 thousand for the accounting period of 01.01.2013-31.12.2013, at our legal records kept within the
scope of Turkish Commercial Code (TTK) and Tax Procedure Law (VUK).
Yaşar Begümhan Doğan FARALYALI
Chairwoman
Soner GEDİK
Vice Chairman
Yahya ÜZDİYEN
Executive Member
Ahmet TOKSOY
Member
Independent Member
Independent Member
107
At a Glance
Operations
Sustainability
Dividend Distribution Table
Statement
2013 DIVIDEND DISTRIBUTION TABLE (TL thousand)
1 Issued Capital
2 General Legal Reserve (According to Legal Records)
If there is a dividend distribution privilege pursuant to the Articles of Association, the information about this privilege
3 Period Profit / Loss (+/-) (1)
4 Taxes (+/-) (2)
Non-controlling Interests (minority interests) (-)
5 Net Period Profit/Loss (+/-)
6 Losses from the Previous Years (-) (3)
7 General Legal Reserve (-)
8 NET DISTRIBUTABLE PERIOD PROFIT/LOSS (+/-)
9 Donations throughout the Year (+)
10 Net Distributable Period Profit/Loss including Donations (+/-) (4)
11 First Dividend to Shareholders
Cash
Bonus
Total
12 Dividend Distributed to the Privileged Shareholders
13 Other Distributed Dividend
Dividend to Board Members
Dividend to the Employees
Dividend to the Persons Who are not Shareholders
14 Dividend to the Holders of Dividend-right Certificates
15 Second Dividend to Shareholders
16 General Legal Reserve
17 Statutory Reserves
18 Special Reserves
19 EXTRAORDINARY RESERVES
20 Other Distributable Resources
Profit from the Previous Year
Extraordinary Reserves
Other Distributable Reserves Pursuant to the Turkish Commercial Code and the Articles of Association
(1)
Composed of the sum of the “Continuing and Discontinued Operations Period Profit Before Tax”. (2)
Composed of the sum of the Continuing Operations “Period Tax Expense” and “Deferred Tax Income”.
(3)
The portion of the Previous Years Losses exceeding the amounts of “Emission Premium”.
“Discounts for Shares” and “General Legal Reserve Funds”. (4)
There is no distributable period profit.
2,428,550
22,465
None
According
to CMB
-233,006
-19,818
-65,098
-187,726
-1,386,548
0
-1,574,274
0
-1,574,274
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
According to
Legal Records
-25,894
0
0
-25,894
0
0
-25,894
DIVIDEND RATIO TABLE
GROUP
NET
108
TOTAL
TOTAL DIVIDEND AMOUNT
DISTRIBUTED
Cash (TL)
Bonus (TL)
0.00
0.00
0.00
0.00
TOTAL DIVIDEND
DISTRIBUTED / NET
DISTRIBUTABLE PERIOD
PROFIT
Ratio (%)
0.00
0.00
DIVIDEND FOR SHARE WITH TL 1
NOMINAL VALUE
Amount (%)
Ratio (%)
0.00
0.00
0.00
0.00
0
0
0
0
0
0
0
0
The Opinion Letter Of The Independent Audit Company Regarding The Annual Report
Opinion Letter of the
Independent Audit Company
on the Annual Report
OPINION LETTER OF THE INDEPENDENT AUDIT COMPANY
ON THE ANNUAL REPORT
To the Doğan Yayın Holding A.Ş.
Board of Directors,
1. We have assessed whether the financial data and the Board of Directors’ reviews and explanations stated in the Doğan Yayın Holding
A.Ş.’s (“Company”) Annual Report prepared as of of 31.12.2013 are consistent or not with the independently audited financial
statements issued on the same date.
2. It is the Company management’s responsibility to prepare the Annual Report, assessed in our report, in conformity with the regulation
on the “Determination of the Minimum Content of the Companies’ Annual Reports”.
3. Our responsibility as an independent audit company is to state our opinions on the consistency of the financial data in the Annual
Report in comparison to the independently audited financial statements assessed in the independent audit report issued on the date of
March 07, 2014.
Our assessment was made in conformity with the procedures and principles promulgated as per the Turkish Commercial Code n.6102,
regarding the preparation and issuing of the annual report. These regulations stipulate that the audit shall be planned and carried
out for the purpose of providing a reasonable assurance on the issue of whether or not there is a significant mistake concerning the
consistency of the financial data in the Annual Report in comparison to the independently audited financial statements and to the data
the independent auditor obtained during the audit.
We believe that our assessments form a reasonable and sufficient basis for our opinions.
4. According to our opinion as a result of our assessment; the financial data and the reviews and explanations of the Board of Directors
stated in the attached annual report, are in consistent with the independently audited financial statements of Doğan Yayın Holding A.Ş.,
dated December 31, 2013.
DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Member of DELOITTE TOUCHE TOHMATSU LIMITED
Zere Gaye Şentürk,
Partner, CPA (Certified Public Accountant)
İstanbul, 7th of March 2014
109
CONVENIENCE TRANSLATION OF THE
CONSOLIDATED FINANCIAL STATEMENTS
AND THE INDEPENDENT AUDITORS’ REPORT
FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2013
INTO ENGLISH
(ORIGINALLY ISSUED IN TURKISH)
CONVENIENCE TRANSLATION OF INDEPENDENT AUDITOR’S REPORT
ORIGINALLY ISSUED IN TURKISH
INDEPENDENT AUDITOR’S REPORT REGARDING
CONSOLIDATED FINANCIAL STATEMENTS
To the Board of Directors of
1. We have audited the accompanying consolidated statement of balance sheet of Doğan Yayın Holding A.Ş. (“the Company”) and its subsidiaries (together will be referred as
“the Group”) as at 31 December 2013, and the consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
Group Management’s Responsibility for the Financial Statements
2. Group Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Turkish Accounting Standards
(“TAS”) published by Public Oversight Accounting and Auditing Standards Authority (“POA”), and for such internal control as management determines is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with standards on
auditing issued by Capital Markets Board. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the Group management’s preparation and fair presentation of the consolidated financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Group
management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
4. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Doğan Yayın Holding A.Ş. and its subsidiaries as at
31 December 2013, and of their financial performance and their cash flows for the year then ended in accordance with TAS (refer to Note 2).
Reports on Other Legal and Regulatory Requirements
5. In accordance with Article 402 of Turkish Commercial Code No. 6102 (“TCC”), the Board of Directors provided us all the required information and documentation in terms
of audit; and nothing has come to our attention that may cause us to believe that the Group’s set of accounts prepared for the period 1 January-31 December 2013 does not
comply with the code and the provisions of the Company’s articles of association in relation to financial reporting.
6. In accordance with Article 378 of Turkish Commercial Code No. 6102, in publicly traded companies, the board of directors is obliged to establish a committee consisting
of specialized experts, to run and to develop the necessary system for the purposes of early identification of any risks that may compromise the existence, development and
continuation of the company; applying the necessary measures and remedies in this regard and managing such risks. According to paragraph 4 of Article 398 of the same
code, the auditor is required to prepare a separate report explaining whether the Board of Directors has established the system and authorized committee stipulated under
Article 378 to identify risks that threaten or may threaten the company and to provide risk management, and, if such a system exists, the report, the principles of which shall
be announced by POA, shall describe the structure of the system and the practices of the committee. This report shall be submitted to the Board of Directors along with the
auditor’s report. Our audit does not include the evaluation of the operational efficiency and adequacy of the operations carried out by the management of the Group in order
to manage these risks. As of the balance sheet date, POA has not announced the principles of this report, yet. Therefore, no separate report has been drawn up regarding
this matter. On the other hand, the Group established the mentioned committee on 17 August 2012 and the committee is comprised of 7 members. Since the date of its
establishment, the committee has held 9 meetings for the purposes of early identification of any risks that may compromise the existence and development of the Company,
applying the necessary measures and remedies in this regard and managing such risks, and has submitted the relevant reports to the Board of Directors.
DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Member of DELOITTE TOUCHE TOHMATSU LIMITED
Zere Gaye Şentürk, SMMM
Partner
Istanbul, 7 March 2014
CONTENTSPAGE
CONSOLIDATED BALANCE SHEETS
114-116
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
117
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
118
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
119-120
CONSOLIDATED STATEMENTS OF CASH FLOWS
121-122
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
NOTE 2
NOTE 3
NOTE 4
NOTE 5
NOTE 6
NOTE 7
NOTE 8
NOTE 9 NOTE 10
NOTE 11
NOTE 12
NOTE 13
NOTE 14
NOTE 15
NOTE 16
NOTE 17
NOTE 18
NOTE 19
NOTE 20
NOTE 21
NOTE 22
NOTE 23
NOTE 24
NOTE 25
NOTE 26
NOTE 27
NOTE 28
NOTE 29
NOTE 30
NOTE 31
NOTE 32
NOTE 33
NOTE 34
NOTE 35
NOTE 36
NOTE 37
123
ORGANIZATION AND NATURE OF OPERATIONS
BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
BUSINESS COMBINATIONS
SEGMENT REPORTING
CASH AND CASH EQUIVALENTS
FINANCIAL INVESTMENTS
FINANCIAL BORROWINGS
OTHER FINANCIAL LIABILITIES
TRADE RECEIVABLES AND PAYABLES
OTHER RECEIVABLES AND PAYABLES
INVENTORIES
INVESTMENTS ACCOUNTED FOR BY USING THE EQUITY METHOD
DERIVATIVE INSTRUMENTS
INVESTMENT PROPERTY
PROPERTY, PLANT AND EQUIPMENT
INTANGIBLE ASSETS
GOVERNMENT GRANTS
PROVISIONS, CONTINGENT ASSETS AND LIABILITIES
COMMITMENTS
PROVISION FOR EMPLOYMENT BENEFITS
OTHER ASSETS AND LIABILITIES
PREPAID EXPENSES AND DEFERRED INCOME
EQUITY
SALES AND COST OF SALES
MARKETING EXPENSES AND GENERAL ADMINISTRATIVE EXPENSES
EXPENSES BY NATURE
OTHER INCOME/EXPENSES FROM OPERATING ACTIVITIES
INCOME AND EXPENSES FROM INVESTMENT ACTIVITIES
FINANCE INCOME AND EXPENSES
DISPOSAL OF SUBSIDIARY
INCOME TAXES
EARNING/LOSS PER SHARE
RELATED PARTY DISCLOSURES
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
FINANCIAL INSTRUMENTS
ASSETS AS HELD FOR SALE AND DISCONTINUED OPERATIONS
SUBSEQUENT EVENTS
123-126
126-157
157-158
159-165
166
167
167-172
172
173-174
175-176
176
177-178
179
181-182
183-186
186
186-190
191-192
193-195
195-196
196-197
197-201
202-204
204-205
205
206
207
207
208
209-215
215
216-219
220-232
232-234
232-234
235-238
238
DOĞAN YAYIN HOLDİNG 2013 ANNUAL REPORT
113
Hızlı Bir Bakış
Faaliyetler
Sürdürülebilirlik
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
DOĞAN YAYIN HOLDİNG A.Ş. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER 2013
AND 31 DECEMBER 2012
(Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise indicated.)
Audited
31 December
2013
Restated
Audited
31 December
2012
Restated
Audited
31 December
2011
1.646.201
1.764.209
2.203.284
5
6
531.197
-
477.599
-
1.049.295
102.915
33
9
15.285
712.762
17.388
653.751
14.729
609.411
10
13
11
22
21
107.060
839
118.312
49.099
97.684
418.728
573
110.112
32.388
53.670
34.613
168.425
28.372
114.837
1.632.238
1.764.209
2.122.597
13.963
-
80.687
2.141.729
2.153.793
2.472.989
10
6
12
14
15
14.436
1.270
31.883
74.370
499.776
97.146
1.495
32.932
64.760
519.175
399.227
595
55.468
46.431
535.306
16
16
22
31
21
575.251
666.103
34.304
117.721
126.615
574.160
625.552
27.022
85.958
125.593
595.197
637.263
40.243
56.716
106.543
3.787.930
3.918.002
4.676.273
Note
References
ASSETS
Current assets
Cash and cash equivalents
Financial investments
Trade receivables
-Trade receivables from related parties
-Trade receivables from non-related parties
Other receivables
-Other receivables from non-related parties
Derivative instruments
Inventories
Prepaid expenses
Other current assets
Sub-total
Non-current assets as held for sale
36
Non-current assets
Other receivables
-Other receivables from non-related parties
Financial investments
Investments accounted for by using the equity method
Investment property
Property, plant and equipment
Intangible assets
-Goodwill
-Other intangible assets
Prepaid expenses
Deferred tax asset
Other non-current assets
Total assets
These consolidated financial statements as of and for the period ended 31 December 2013 has been approved by the Board of Directors on 7 March 2014.
The accompanying notes form an integral part of these consolidated financial statements.
114
Audited
31 December
2013
Restated
Audited
31 December
2012
Restated
Audited
31 December
2011
1.498.436
1.687.697
1.830.414
7
7
8
497.905
424.957
16.155
728.825
292.171
234.397
381.014
397.403
66.438
33
9
20
50.579
320.673
21.250
21.134
259.598
19.577
25.788
387.194
24.300
33
10
13
22
31
45.205
2.440
44.081
2.015
42.637
1.375
23.957
7.527
97.435
39.023
3.429
32.269
32.843
20
18
21
35.376
28.522
-
30.563
25.936
-
27.977
41.412
273.889
1.489.158
1.687.697
1.830.414
9.278
-
-
796.774
813.481
1.770.330
7
563.968
-
584.603
-
915.382
215.135
10
14.196
13.313
12.837
20
22
21
31
84.759
3.563
130.288
78.305
12.364
124.896
40.786
47.222
404.983
133.985
115
Note
References
LIABILITIES
Current liabilities
Short-term borrowings
Short-term portion of long-term borrowings
Other financial liabilities
Trade payables
-Trade payables to related parties
-Trade payables to non-related parties
Payables regarding employee benefits
Other payables
-Other payables to related parties
-Other payables to non-related parties
Deferred income
Income tax payable
Short-term provisions
-Short-term provisions regarding employee benefits
-Other short-term provisions
Other current liabilities
Sub-total
Liabilities related to non-current assets as held for sale
36
Non-current liabilities
Long-term borrowings
Other payables
-Other payables to non-related parties
Long-term provisions
-Long-term provision regarding employee benefits
Deferred income
Other non-current liabilities
Deferred tax liability
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
Note
References
EQUITY
Audited
31 December
2013
Restated
Audited
31 December
2012
Restated
Audited
31 December
2011
1.492.720
1.416.824
1.075.529
Equity attributable to equity holders of the parent company
23
1.065.408
932.150
652.874
Issued capital
Adjustments to issued capital
Share premiums/discounts
Restricted reserves
Accumulated other comprehensive income and expenses that will
not be reclassified in profit or loss
-Investment property revaluation reserves
-Actuarial losses in defined benefit plans
Accumulated other comprehensive income and expenses that will be
classified in profit or loss
-Currency translation differences
Accumulated losses
Net profit/(loss) for the period
23
23
23
23
2.428.550
95.781
34.550
89.672
2.000.000
95.781
163.115
460.401
2.000.000
95.781
163.115
460.401
1.334
(26.231)
1.334
(23.588)
-
72.269
(1.442.791)
(187.726)
41.707
(2.003.842)
197.242
43.027
(915.177)
(1.194.273)
427.312
484.674
422.655
3.787.930
3.918.002
4.676.273
Non-controlling interests
Total liabilities
Commitments
19
116
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS FOR THE PERIOD
1 JANUARY-31 DECEMBER 2013
Note
References
Audited
1 January31 December
2013
Restated
Audited
2012
Continued operations
Sales
Cost of sales (-)
Gross profit/(loss) from business activities
24
24
2.523.573
(1.870.605)
652.968
2.460.323
(1.735.594)
724.729
General administrative expenses (-)
Marketing expenses (-)
Other income from operating activities
Other expenses from operating activities (-)
Share of gain on investments accounted for by using the equity method
Operating profit/(loss)
25
25
27
27
12
(322.215)
(317.106)
225.480
(154.078)
2.193
87.242
(310.375)
(268.532)
239.210
(155.054)
706
230.684
Income from investment activities
Expenses from investment activities (-)
Operating profit/(loss) before finance expense
Finance income
Finance expenses (-)
Profit/(loss) for the period from continued operations before income taxes
28
28
65.051
(15.149)
137.144
6.790
(352.356)
(208.422)
267.175
(75.971)
421.888
53.869
(153.129)
322.628
(48.158)
28.340
(78.577)
31.449
(228.240)
275.500
(24.584)
(3.719)
(252.824)
271.781
(65.098)
(187.726)
74.539
197.242
32
(8,68)
9,95
32
(0,60)
(0,09)
117
Tax (expense)/income from continued operations
Current income tax expense
Deferred tax (expense)/income
29
29
31
31
Profit/(loss) for the period from continued operations
Discontinued operations
Profit/(loss) for the period from discontinued operations after income taxes
36
Profit/(loss) for the period
Allocation of profit/(loss) for the period:
Attributable to non-controlling interests
Attributable to equity holders of the parent company
Earning per share
Earning/(loss) per share attributable to equity holders
of the parent company from continued operations (Kr)
Earning/(loss) per share attributable to equity holders
of the parent company from discontinued operations (Kr)
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
CONSOLIDATED STATEMENTS OF OTHER CONPREHENSIVE INCOME
FOR THE PERIOD 1 JANUARY-31 DECEMBER 2013
Note
References
Audited
2013
Restated
Audited
2012
(252.824)
271.781
(3.303)
1.504
(37.917)
660
7.508
51.203
(1.444)
48.560
(30.349)
(204.264)
241.432
(44.457)
(159.807)
67.764
173.668
Other comprehensive income/(expense):
Accumulated other comprehensive income and expenses
that won’t be reclassified in profit or loss
-Investment property revaluation reserves
Taxes related with other comprehensive income
that will not be reclassified in profit or loss
-Deferred tax income
Accumulated other comprehensive income and expenses
that will be reclassified in profit or loss
-Change in currency translation reserves
2.1.2
Other comprehensive income/(expense) (after income taxes)
Total comprehensive income/(expense)
Allocation of total comprehensive income/(expense) for the period:
Attributable to non-controlling interests
Attributable to equity holders of the parent company
118
119
(1)
95.781
-
-
2.000.000
-
1.334
1.334
1.334
-
-
-
-
-
-
-
-
(23.588)
(23.588)
(23.588)
-
-
-
-
-
-
-
-
163.115
-
-
-
-
-
-
163.115
163.115
-
Share
premiums/
discounts
(1.320)
(1.320)
41.707
-
-
-
-
-
-
43.027
43.027
-
Currency
translation
reserves
Accumulated
other
comprehensive
income and
losses that
will not be
reclassified in
profit or loss
460.401
-
-
-
-
-
-
460.401
460.401
-
(2.003.842)
4.363
(624)
(882)
107.990
23.370
(28.609)
(1.194.273)
(915.177)
(926.203)
11.026
197.242
197.242
197.242
-
-
-
-
-
1.194.273
(1.194.273)
(1.195.716)
1.443
173.668
1.334
(23.588)
(1.320)
197.242
932.150
4.363
(624)
(882)
107.990
23.370
(28.609)
-
652.874
640. 405
12.469
Equity
attributable to
Net profit equity holders
/(loss) for of the Parent
the period
Company
Retained earnings/
accumulated losses
Retained
earnings/
Restricted (accumulated
reserves
losses)
Comprises changes in fair value of put options related to non controlling interests and share purchases and sales related to non controlling interests and disposal of subsidiaries.
3
-
-
-
Share transfer of entities under common control
Purchase of subsidiary shares from noncontrolling interest
Purchase of shares of entities under common
control
Share transfer of entities accounted by using the
equity method
Dividend payments of subsidiaries to non-group
companies
Other (1)
-Investment properties revaluation fund
-Currency translation reserves
-Net profit for the period
Balances at 31 December 2012
-
-
95.781
-
2.000.000
23
95.781
-
-
2.000.000
-
23
2.1.6
Issued
capital
Transfer from retained earnings
Option adjustment for
non-controlling interest
Non-group capital increase of subsidiaries
Purchase of subsidiary shares
Balances at 1 January 2012
(previously reported)
Effect of changes in
accounting policy
Balances at 1 January 2012 (restated)
Note
References
Accumulated other
comprehensive income and
losses that will be reclassified in
profit or loss
Actuarial
Investment
losses
Adjustments
property
in defined
to share
revaluation
benefit
Capital
reserves
plans
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE PERIODS ENDED 1 JANUARY-31 DECEMBER 2013 AND 2012
(10.628)
1.792
67.764
95
(6.746)
(124)
74.539
484.674
-
-
-
-
23.766
1.042
(21.717)
-
422.655
421.271
1.384
Noncontrolling
interests
(10.628)
1.792
241.432
1.429
(30.334)
(1.444)
271.781
1.416.824
4.363
(624)
(882)
107.990
47.136
1.042
(50.326)
-
1.075.529
1.061.676
13.853
Equity
120
-
3
Effect of acquisition of entities under
common control
2.428.550
-
-Net loss for the period
Balances at 31 December 2013
-
-
-Currency translation reserves
-
-
Rate changes of subsidiaries
Other
-
-
428.550
Dividend payments of subsidiaries
23
Purchase of shares from non-controlling
interests
Capital increase
-
-
Transfers from retained earnings
Issued
capital
2.000.000
Transfers
Balances at 1 January 2013
Note
References
23
-
1.334
-
-
-
-
-
-
-
-
-
-
-
(26.231)
-
(2.643)
-
(2.643)
-
-
-
-
-
-
-
34.550
-
-
-
-
-
-
-
-
(128.565)
-
-
Share
premiums/
discounts
163.115
72.269
-
-
30.562
30.562
-
-
-
-
-
-
-
-
Currency
translation
reserves
41.707
Accumulated
other
comprehensive
income and
losses that
will not be
reclassified in
profit or loss
67.909
89.672
-
-
-
-
-
-
-
-
-
-
(438.638)
129.333
(1.442.791)
-
-
-
(7.640)
-
-
-
720
-
438.638
(187.726)
(187.726)
-
-
(187.726)
-
-
-
-
-
-
-
(197.242)
Net profit
/(loss) for
the period
197.242
Retained earnings/
accumulated losses
Retained
earnings/
Restricted (accumulated
reserves
losses)
460.401
(2.003.842)
95.781
-
-
-
-
-
-
-
-
-
-
-
Accumulated other
comprehensive income and
losses that will be reclassified in
profit or loss
Actuarial
Investment
losses
Adjustments
property
in defined
to share
revaluation
benefit
capital
reserves
plans
95.781
1.334
(23.588)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE PERIODS ENDED 1 JANUARY-31 DECEMBER 2013 AND 2012
1.065.408
(187.726)
(2.643)
30.562
(159.807)
(7.640)
-
-
-
720
299.985
-
-
Equity
attributable to
equity holders
of the Parent
Company
932.150
427.312
(65.098)
-
20.641
(44.457)
-
(737)
-
(10.080)
(2.088)
-
-
-
Noncontrolling
interests
484.674
1.492.720
(252.824)
(2.643)
51.203
(204.264)
(7.640)
(737)
-
(10.080)
(1.368)
299.985
-
-
Equity
1.416.824
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD ENDED 1 JANUARY – 31 DECEMBER 2013
Note
References
A. Net cash provided by/(used in) operating activities
Current period
2013
179.220
Restated
Prior period
2012
(512.046)
Net profit/loss for the period
(208.422)
322.628
Adjustments regarding profit/loss for the period
520.889
(28.764)
206.731
610
67.536
178.263
23.146
69.245
72.687
20.115
30.514
27
19.144
15.844
13,14
28
(18.633)
(15.044)
4.303
(2.193)
3.011
(3.515)
(163.916)
(706)
27
(61.873)
(49.715)
245.094
(80.717)
2.527
-
(45.767)
(22.130)
(2.436)
-
(73.464)
(696.671)
(69.914)
-
102.915
(21.921)
8.749
16.635
(623)
(7.580)
(84.419)
72.437
123.029
(97.435)
(900)
(623.785)
(22.182)
6.988
(102.451)
(69.678)
239.003
(402.807)
(11.676)
(53.670)
(6.869)
(3.918)
16.350
(11.349)
(102.995)
(6.398)
(3.430)
14.933
121
Adjustments regarding depreciation and amortization expenses
Adjustments regarding provision for/reversal of impairment
Adjustments regarding provisions
Finance expense for tax liability in dispute and
tax base increase regarding 6111 law
Adjustments regarding interest income and expenses
Unearned finance expense due to purchases
with maturity
Adjustments regarding unrealized changes in
currency translation differences
Adjustments regarding losses/gains in fair value
Adjustments regarding losses/gain on disposal of property, plant and equipment and intangible assets
Share of gain on associates accounted by using the equity method
Unearned finance income due to sales
with maturity
Unrealized foreign exchange expense/(income)
due to financial borrowings
Annulment indemnity of put option
agreement of Turner
Reversal of provision for withholding tax
Loss/(gain) on sale of share of subsidiaries
Adjustments regarding reconciliation of profit/loss
15,16,24,25
16
28
28
Changes in working capital
Decrease in financial investments
(Increase)/decrease in other current and non-current assets and prepaid expenses
Decrease in provisions
(Decrease)/increase in other current and non-current liabilities
and deferred income
Decrease in provisions
Increase/(decrease) in other payables to related parties
Increase/(decrease) in other financial liabilities
Tax liability in dispute paid regarding 6111 law
Tax base increase paid regarding 6111 law
(Increase)/decrease in inventories
Increase in trade receivables
Increase/(decrease) in trade payables
33
Net cash provided by/(used in) operating activities
Tax penalty paid
Employment termination benefits paid
Tax paid
Provision for unused vacation paid
Provisions for lawsuit paid
Collections from doubtful receivables
20
20
18
9
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD ENDED 1 JANUARY – 31 DECEMBER 2013
Note
References
B. Net cash (used in)/provided from investing activities
Proceeds from sale of property, plant and equipment and
intangible assets and asset held for sale
Cash outflow from acquisition of property, plant and
equipment and intangible assets
Change in long-term financial assets
Effect of change in non-controlling interests
Change in capital of non-controlling interests
Dividends paid to non-controlling interests
Decrease in derivative liabilities
Cash proceeds from sale of subsidiary
Cash outflow from sale of subsidiary
Acquisition of share of subsidiary, net
C. Net cash used in financing activities
Decrease in financial borrowings (net)
Increase in capital
Decrease in financial borrowings related with options
Interest received
Interest paid
NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS BEFORE THE
EFFECT OF CURRENCY TRANSLATION RESERVES
(A+B+C)
D. THE EFFECT OF CURRENCY TRANSLATION RESERVES ON CASH AND CASH
EQUIVALENTS
NET INCREASE/DECREASE IN CASH AND CASH
EQUIVALENTS (A+B+C+D)
E. CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD
F. CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+B+C+D+E)
14,15,16
5
5
122
Current period
2013
189.330
Restated
Prior period
2012
(32.936)
43.632
191.371
(236.599)
3.468
1.099
(2.088)
(10.080)
399.263
(9.365)
(296.315)
(369.067)
299.985
(215.912)
111.648
(122.969)
(277.977)
16.488
1.042
(10.628)
98.600
(51.208)
(624)
(44.402)
(18.151)
88.806
(115.057)
72.235
(589.384)
-
-
72.235
458.636
530.871
(589.384)
1.048.020
458.636
FOR THE PERIOD ENDED 31 DECEMBER 2013
(Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise indicated. Currencies other than TL, expressed in thousands unless otherwise indicated.)
NOTE 1-ORGANIZATION AND NATURE OF OPERATIONS
Doğan Yayın Holding A.Ş. (“Doğan Yayın Holding” or the “Group”) was established in 1980 under the registered name of Miltaş Milliyet Basım Malzemeleri
İthalat ve Ticaret A.Ş., which was subsequently changed to Milliyet Yayın A.Ş. in 1981. It was renamed Doğan Yayın Holding A.Ş. in November 1994.
Doğan Yayın Holding operates in the media sector and has shareholdings in companies operating in newspaper and magazine printing, publishing,
distribution and production of classified advertisement, internet publishing and television and radio broadcasting. Doğan Yayın Holding has also
shareholdings in retail, book publishing, distribution, foreign trade and internet and telecommunication service companies. Doğan Yayın Holding has
been established under Doğan Şirketler Grubu Holding A.Ş. (“Doğan Holding”) and its ultimate shareholder is Aydın Doğan and Doğan Family (Işıl Doğan,
Arzuhan Yalçındağ, Vuslat Sabancı, Hanzade V. Doğan Boyner ve Y.Begümhan Doğan Faralyalı).
Doğan Yayın Holding is registered in Turkey and its registered office address is as follows:
Üsküdar/İstanbul
Doğan Yayın Holding is registered with the Capital Markets Board (“CMB”) and its shares are quoted on Borsa İstanbul (“Borsa İstanbul”) since 6 August
1998. At 31 December 2013, 51,50% (31 December 2012: 41,11%) of Doğan Yayın Holding’s shares (“publicly available”) are listed on the ISE. In accordance
with the Capital Markets Board’s (the “CMB”) Resolution No: 21/655 issued on 23 July 2010, it is regarded that 17,25% of the shares (31 December 2012:
20,95%) are outstanding as of 31 December 2013 based on the Central Registry Agency A.Ş.’s (“CRA”) records (Note 23).
As of 31 December 2013, the Group has 9.132 employees including overseas (domestic 5.645) (31 December 2012: 10.466 employees including overseas,
domestic 6.230)
Subsidiaries
Subsidiaries of Doğan Yayın Holding, registered countries and nature of their businesses together with business and geographic segments are as follows:
Subsidiaries operating in the publishing segment are summarized as below:
Subsidiaries
Hürriyet Gazetecilik ve Matbaacılık A.Ş. (“Hürriyet”)
Hürriyet Medya Basım Hizmetleri
ve Ticaret A.Ş. (“Hürriyet Medya Basım”)
Doğan Ofset Yayıncılık ve Matbaacılık A.Ş. (“Doğan Ofset”)
Doğan Gazetecilik A.Ş. (“Doğan Gazetecilik”)
Doğan Dağıtım Satış Pazarlama Matbaacılık Ödeme Aracılık
ve Tahsilat Sistemleri A.Ş. (“Doğan Dağıtım”)
Doğan Dış Ticaret ve Mümessillik A.Ş. (“Doğan Dış Ticaret”)
Doğan Haber Ajansı A.Ş. (“Doğan Haber”)
Doğan Gazetecilik İnternet Hizmetleri
ve Ticaret A.Ş. (“Doğan Gazetecilik İnternet”)
Yenibiriş İnsan Kaynakları Hizmetleri
Danışmanlık ve Yayıncılık A.Ş. (“Yenibir”)
Hürriyet Zweigniederlassung GmbH
(“Hürriyet Zweigniederlassung”)
Doğan Media International GmbH (“DMI”)
Hürriyet Invest B.V. (“Hürriyet Invest”)
Registered Geographic
country
segment
Nature of business
Business
segment
Turkey
Turkey
Newspaper publishing
Publishing
Turkey
Turkey
Turkey
Turkey Printing and administrative services
Turkey
Magazine and book publishing
Turkey
Publishing
Publishing
Publishing
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Distribution
Import and export
News agency
Publishing
Publishing
Publishing
Turkey
Turkey
Internet services
Publishing
Turkey
Turkey
Internet services
Publishing
Germany
Germany
Netherlands
Europe
Europe
Europe
Newspaper printing
Investment
Publishing
Publishing
Publishing
123
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
NOTE 1-ORGANIZATION AND NATURE OF OPERATIONS (Continued)
Subsidiaries
Fairworld International Limited (“Fairworld”)
Falcon Purchasing Services Ltd. (“Falcon”)
Trader Media East Ltd. (“TME”)
Oglasnik d.o.o.
TCM Adria d.o.o.
Expressz Magyarorszag Media Kft
Mirabridge International B.V.
Publishing International Holding B.V.
Pronto Invest B.V.
Bolji Posao d.o.o. Serbia
Bolji Posao d.o.o. Bosnia
OOO RUKOM
OOO Pronto Aktobe
OOO Pronto Neva
OOO Delta-M
OOO Pronto Baikal
Job.ru LLC
OOO Pronto DV
OOO Pronto Ivanovo
OOO Pronto Kaliningrad
OOO Pronto Kazan
OOO Pronto Krasnodar
OOO Pronto Nizhny Novgorod
OOO Pronto Novosibirsk
OOO Pronto Oka
OOO Pronto Samara
OOO Pronto UlanUde
OOO Pronto Vladivostok
OOO Pronto Moscow
OOO Tambukan
OOO Utro Peterburga
OOO Pronto Kemerovo
OOO Pronto Smolensk
OOO Pronto Tula
OOO Pronto Voronezh
OOO Tambov-Info
OOO Pronto Obninsk
OOO SP Belpronto
OOO Pronto Rostov
ZAO Pronto Akzhol
TOO Pronto Akmola
OOO Pronto Atyrau
OOO Pronto Aktau
SP Pronto Kiev
OOO Partner-Soft
Pronto Soft
TOV E-Prostir
Impress Media Marketing LLC
OOO Rektcentr
Pronto Ust Kamenogorsk
Publishing House Pennsylvania Inc.
Nartek Bilişim Turizm ve
Pazarlama Hizmetleri Ticaret A.Ş. (“Nartek”)
(“Doğan İnternet Yayıncılığı”)
124
country
Registered
segment
Geographic
Nature of business
Business
segment
United Kingdom
United Kingdom
Jersey
Croatia
Croatia
Hungary
Netherlands
Netherlands
Netherlands
Serbia
Bosnia-Herzegovina
Russia
Kazakhstan
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Belarus
Russia
Kazakhstan
Kazakhstan
Kazakhstan
Kazakhstan
Ukraine
Russia
Belarus
Ukraine
Russia
Russia
Kazakhstan
USA
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Russia and EE
Foreign trade
Foreign trade
Investment
Newspaper and internet publishing
Investment
Investment
Investment
Investment
Internet publishing
Internet publishing
Internet publishing
Internet publishing
Internet publishing
Internet publishing
Internet publishing
Internet publishing
Publishing
Investment
Investment
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Turkey
Turkey
Internet publishing
Publishing
Turkey
Turkey
Internet publishing
Publishing
Subsidiaries operating in the broadcasting segment are summarized as below:
Subsidiaries
Doğan TV Holding A.Ş. (“Doğan TV Holding”)
DTV Haber ve Görsel Yayıncılık A.Ş. (“Kanal D”)
Kanal D Yapımcılık Reklamcılık ve Dağıtım A.Ş.
(“Kanal D Yapımcılık”)
Alkım İletişim Hizmetleri A.Ş. (“Alkım İletişim”)
Mozaik İletişim Hizmetleri A.Ş. (“Mozaik” or “D-smart”)
Doruk Televizyon ve Radyo Yayıncılık A.Ş.
(“Doruk Televizyon” or “CNN Türk”)
Doğan TV Digital Platform İşletmeciliği A.Ş.
(“Doğan TV Dijital”)
Alp Görsel İletişim Hizmetleri A.Ş. (“Alp Görsel”)
Fun Televizyon Yapımcılık Sanayi ve
Ticaret A.Ş. (“Fun TV”)
Tempo Televizyon Yayıncılık Yapımcılık Sanayi ve
Ticaret A.Ş. (“Tempo TV”)
Kanalspor Televizyon ve Radyo Yayıncılık A.Ş. (“Kanalspor”)
Milenyum Televizyon Yayıncılık ve
Yapımcılık A.Ş. (“Milenyum TV”)
TV 2000 Televizyon Yayıncılık Yapımcılık Sanayi ve
Ticaret A.Ş. (“TV 2000”)
Popüler Televizyon ve Radyo Yayıncılık A.Ş. (“Popüler TV”)
D Yapım Reklamcılık ve
Dağıtım A.Ş. (“D Yapım Reklamcılık”)
Bravo Televizyon Yayıncılık Yapımcılık Sanayi
ve Ticaret A.Ş. (“Bravo TV”)
Doğa Televizyon ve Radyo Yayıncılık A.Ş. (“Doğa TV”)
Altın Kanal Televizyon ve Radyo
Yayıncılık A.Ş. (“Altın Kanal”)
Stil Televizyon ve Radyo Yayıncılık A.Ş. (“Stil TV”)
Selenit Televizyon ve Radyo Yayıncılık A.Ş. (“Selenit TV”)
Trend Televizyon ve Radyo Yayıncılık A.Ş.
(“Trend TV or D Çocuk”)
Ekinoks Televizyon ve Radyo Yayıncılık A.Ş. (“Ekinoks TV”)
Fleks Televizyon ve Radyo Yayıncılık A.Ş. (“Fleks TV”)
Kutup Televizyon ve Radyo Yayıncılık A.Ş. (“Kutup TV”)
Galaksi Radyo ve Televizyon Yayıncılık Yapımcılık
Sanayi ve Ticaret A.Ş. (“Galaksi TV”)
Koloni Televizyon ve Radyo Yayıncılık A.Ş. (“Koloni TV”)
Atılgan Televizyon ve Radyo Yayıncılık A.Ş. (“Atılgan TV”)
Yörünge Televizyon ve Radyo Yayıncılık A.Ş. (“Yörünge TV”)
Tematik Televizyon ve Radyo Yayıncılık A.Ş. (“Tematik TV”)
Süper Kanal Televizyon ve Radyo Yayıncılık A.Ş. (“Süperkanal”)
Uydu İletişim Basın Yayın A.Ş. (“Uydu”)
NetD Dijital Yayıncılık Ticaret A.Ş. (“NetD Dijital Yayıncılık”)
Doğan Uydu Haberleşme Hizmetleri ve
Telekomünikasyon Ticaret A.Ş. (“Doğan Uydu Haberleşme”)
Doğan Teleshopping Pazarlama ve
Ticaret A.Ş. (“Doğan Teleshopping or Her Eve Lazım”)
Rapsodi Radyo ve Televizyon Yayıncılık A.Ş. (“Rapsodi Radyo”)
Doğan Müzik Yapım ve Ticaret A.Ş. (“DMC”)
İnteraktif Medya Hizmetleri Geliştirme Pazarlama
ve Ticaret A.Ş. (“İnteraktif Medya”)
Primeturk GmbH (“Primeturk”)
Osmose Media S.A (“Osmose Media”)
Doğan Media International S.A. (“Kanal D Romanya”)
Eko TV Televizyon ve Radyo Yayıncılık A.Ş. (“Eko TV”) (1)
Registered
country
Geographic
segment
Nature
of business
Business
segment
Turkey
Turkey
Turkey
Turkey
TV broadcasting
TV broadcasting
Broadcasting
Broadcasting
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
TV broadcasting
TV broadcasting
TV broadcasting
Broadcasting
Broadcasting
Broadcasting
Turkey
Turkey
TV broadcasting
Broadcasting
Turkey
Turkey
Turkey
Turkey
TV broadcasting
TV broadcasting
Broadcasting
Broadcasting
Turkey
Turkey
TV broadcasting
Broadcasting
Turkey
Turkey
Turkey
Turkey
TV broadcasting
TV broadcasting
Broadcasting
Broadcasting
Turkey
Turkey
TV broadcasting
Broadcasting
Turkey
Turkey
Turkey
Turkey
TV broadcasting
TV broadcasting
Broadcasting
Broadcasting
Turkey
Turkey
TV broadcasting
Broadcasting
Turkey
Turkey
Turkey
Turkey
TV broadcasting
TV broadcasting
Broadcasting
Broadcasting
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
TV broadcasting
TV broadcasting
TV broadcasting
Broadcasting
Broadcasting
Broadcasting
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
TV broadcasting
TV broadcasting
TV broadcasting
TV broadcasting
Broadcasting
Broadcasting
Broadcasting
Broadcasting
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
TV broadcasting
TV broadcasting
TV broadcasting
TV broadcasting
TV broadcasting
TV broadcasting
TV broadcasting
TV broadcasting
Broadcasting
Broadcasting
Broadcasting
Broadcasting
Broadcasting
Broadcasting
Broadcasting
Broadcasting
Turkey
Turkey
TV broadcasting
Broadcasting
Turkey
Turkey
Turkey
Turkey
TV broadcasting
Turkey
Radio broadcasting
Turkey Music and entertainment
Broadcasting
Broadcasting
Broadcasting
Turkey
Europe
Europe
Europe
Turkey
Broadcasting
Broadcasting
Broadcasting
Broadcasting
Broadcasting
Turkey
Germany
Luxembourg
Romania
Turkey
Interactive services
Marketing
Marketing
TV broadcasting
TV broadcasting
125
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
Subsidiaries operating in the retail and other segments are summarized as below:
Subsidiaries
Doğan Dağıtım Satış Pazarlama Matbaacılık Ödeme Aracılık
ve Tahsilat Sistemleri A.Ş. (“Doğan Dağıtım”)
Doğan Faktoring A.Ş. (“Doğan Faktoring”)
Doğan Platform Yatırımları A.Ş. (“Doğan Platform”)
(1)
Registered
country
Geographic
segment
Nature
of business
Business
segment
Turkey
Turkey
Turkey
Turkey
Turkey
Turkey
Distribution
Factoring
Investment
Other
Other
Other
The related subsidiary changed its commercial title as of 25 September 2013.
Doğan Yayın Holding’s separate financial statements are included in the “Other” business segment for the purpose of business segment reporting in these
consolidated financial statements (Note 4).
NOTE 2-BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
2.1 Basis of Presentation
2.1.1 Financial Reporting Standards
Public Oversight, Accounting and Auditing Standards Authority (“POA”), published the “Financial Statement Samples and User Guide”, to be prepared in
the scope of TAS/TFRS in accordance with the “Turkey Accounting/Financial Reporting Standards” in the Official Gazette No. 28652 dated 20 May 2013 for
the companies that are obliged to apply Turkish Accounting Standards (“TAS”) and Turkish Financial Reporting Standards (“TFRS”) except for the financial
institutions such as banks, insurance companies, capital market institutions operating under the scope of Banking Act 5411, the Capital Market Law
No. 6362, No. 5684, No. 4683 of the Insurance Law, Private Pension Savings and Investment. The consolidated financial statements of the Group as of 31
December 2013 have been prepared in accordance with the standards described above.
In accordance with the Capital Markets Board (“CMB”)’s No. II-14.1 “Principles of Financial Reporting in Capital Markets” (“Communiqué No. II-1.14”),
capital market institutions except for the partnerships whose issued capital market instruments are traded on a stock exchange and investment funds,
housing finance and asset finance funds, financial statements, should prepare its financial statements in accordance with TAS/TFRS.
Upon the CMB’s resolution dated 7 June 2013 and 20/670, for capital market institutions, except for the corporations whose capital market instruments
are traded on a stock exchange and investment funds, housing finance and asset finance funds within the scope of Communique No: II-14.1, formats are
declared in the weekly bulleting numbered 2013/19 starting from the interim periods after 31 March 2013 at 7 June 2013.
Upon the CMB’s resolution made on 17 March 2005, companies operating in Turkey and preparing their financial statements in accordance with the CMB’s
Financial Reporting Standards are not required to apply inflation accounting beginning from 1 January 2005. Accordingly, No: 29 “Financial Reporting in
Hyperinflationary Economies” (“TAS 29”) is not applied in accompanying consolidated financial statements for the accounting periods starting 1 January
2005.
126
NOTE 2-BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)
2.1 Basis of Presentation (Continued)
2.1.1 Financial Reporting Standards (Continued)
Doğan Yayın Holding and its subsidiaries, joint ventures and associates registered in Turkey maintain their books of account and prepare their statutory
financial statements (“Statutory Financial Statements”) in TL in accordance with the Turkish Commercial Code (the “TCC”), tax legislation, and the Uniform
Chart of Accounts issued by the Ministry of Finance. Foreign subsidiaries prepare their statutory financial statements in accordance with applicable laws
and regulations in force in the countries in which they are registered.
These consolidated financial statements are based on the statutory records, which are maintained under historical cost conversion, with the required
adjustments and reclassifications reflected for the purpose of fair presentation in accordance with the Turkish Accounting Standards issued by POA.
2.1.2 Financial Statements of Subsidiaries, Associates and Joint Ventures Operating in Foreign Countries
Financial statements of subsidiaries that are operating in foreign countries are prepared in accordance with applicable laws and regulations in countries
in which they are registered and required adjustments and reclassifications reflected for the purpose of fair presentation in accordance with the Group’s
accounting policies.
If the Group companies’ functional currency is different from its presentation currency, the functional currency is translated into the presentation currency
as follows:
•
•
•
Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet,
Income and expenses for statement of profit or loss are translated at average exchange rates; and all resulting exchange differences are recognised as a
separate component of equity and statements of comprehensive income (currency translation reserves).
Inflation accounting adjustments have been made for the indirect subsidiaries of the Group operating in Belarus in accordance with IAS 29
When a foreign operation is partially disposed of or sold, exchange differences recorded in equity are recognised in the statement of profit or loss as part
of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign
entity and translated at the closing rate.
127
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
2.1 Basis of Presentation (Continued)
2.1.3 Consolidation Principles
The consolidated financial statements include the accounts of the parent company, Doğan Yayın Holding, its Subsidiaries, and its Associates (collectively
referred as the “Group”) on the basis set out in sections (a) to (e) below. The financial statements of the companies included in the consolidation are based
on historical cost of the statutory records and for the purpose of fair presentation in accordance with the accounting policies described in Note 2.1.1 and
Note 2.1.2 and application of uniform accounting policies and presentations; adjustments and reclassifications. Financial statements of consolidated entities
are restated in accordance with the Financial Reporting Standards set out by the POA considering the accounting policies and presentation requirements
applied by the Group.
Subsidiaries and joint ventures acquired or disposed of during the accounting period are included in the consolidation from the date at which the control/
common control of operations are transferred to the Group and excluded from the consolidation when the control/common control is lost. Even if
non-controlling interests result in a deficit balance, total comprehensive income is attributed to equity holders of the Parent Company and to the noncontrolling interests.
Significant accounting policies used in the preparation of these consolidated financial statements are summarized as below:
(a) Subsidiaries
Subsidiaries are companies in which Doğan Yayın Holding has power to control the financial and operating policies for the benefit of Doğan Yayın Holding
either (a) through the power to exercise more than 50% of voting rights relating to shares in the companies as a result of shares owned directly and
indirectly by itself or (b) although not having the power to exercise more than 50% of the voting rights, through the exercise of actual dominant influence
over the financial and operating policies. Subsidiaries are consolidated on a line-by-line basis from the date control passes to the Group and excluded from
the scope of consolidation when the Group loses control. Proportion of ownership interest represents the effective shareholding of the Group through the
shares held by Doğan Yayın Holding and indirectly by its subsidiaries. In the consolidated financial statements, interests owned by Doğan family members
are treated as non-controlling interests and excluded from net asset and profit of the Group.
The balance sheets and statements of profit or loss of the subsidiaries are consolidated on a line-by-line basis and the carrying value of the investment
held by the Holding and its subsidiaries is eliminated against the related equity. Intercompany transactions and balances between Doğan Yayın Holding
and its subsidiaries are eliminated on consolidation. Finance costs and the dividends arising from shares held by Doğan Yayın Holding in its subsidiaries
are eliminated from equity and income for the period, respectively. Where necessary, adjustments are made to the accounting policies in the financial
statements of subsidiaries in order to comply with the Group’s accounting policies.
Changes in the Group’s ownership interests in subsidiaries that do not result in the loss of control over the subsidiaries are accounted for as equity
transactions. The carrying amounts of the Group’s interests and non-controlling interests are adjusted to reflect the changes in their relative interests in
the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or
received is recognised directly in equity and attributed to owners of the Company. When the Group loses control of a subsidiary, the profit or loss on
disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest
and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests.
128
The table below sets out the proportion of voting power held by Doğan Yayın Holding and its subsidiaries and effective ownership interests at
31 December 2013 and 31 December 2012:
Subsidiaries
Hürriyet
Hürriyet Medya Basım
Doğan Ofset
Posta Haber (1)
Doğan Gazetecilik
Doğan Dağıtım
Doğan Dış Ticaret
Doğan Haber
Doğan Gazetecilik İnternet
Yenibir
Hürriyet Zweigniederlassung
Milliyet Verlags (2)
DMI
Hürriyet Invest
Fairworld
Falcon
TME
Oglasnik d.o.o. (3) (4)
TCM Adria d.o.o. (4)
Expressz Magyarorszag Media Kft. (4)
Mirabridge International B.V.
Publishing International Holding B.V.
Job.ru LLC
Pronto Invest B.V.
Moje Delo spletni marketing d.o.o (5)
Bolji Posao d.o.o. Serbia (4)
Bolji Posao d.o.o. Bosnia (4)
OOO RUKOM (6)
OOO SP Belpronto
OOO Pronto Aktobe
OOO Novoprint (7)
OOO Delta-M
OOO Pronto Baikal
OOO Pronto DV
OOO Pronto Ivanovo
OOO Pronto Kaliningrad
OOO Pronto Kazan
OOO Pronto Krasnodar
OOO Pronto Krasnoyarsk (8)
OOO Pronto Nizhny Novgorod
OOO Pronto Novosibirsk
OOO Pronto Oka (9)
OOO Pronto Samara
OOO Pronto Stavropol (10)
OOO Pronto UlanUde
OOO Pronto Vladivostok
Proportion of
voting power held by
Doğan Yayın Holding
and its subsidiaries (%)
31 December
31 December
2013
2012
66,56
100,00
99,93
92,76
100,00
98,80
99,92
100,00
100,00
100,00
100,00
100,00
100,00
100,00
74,29
70,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
60,00
80,00
55,00
100,00
100,00
100,00
95,00
72,00
80,00
90,00
100,00
100,00
100,00
90,00
90,00
66,56
100,00
99,93
97,53
70,76
100,00
100,00
99,92
100,00
100,00
100,00
74,82
100,00
100,00
100,00
100,00
74,28
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
60,00
80,00
100,00
55,00
100,00
100,00
100,00
95,00
72,00
80,00
100,00
90,00
100,00
100,00
100,00
100,00
90,00
90,00
Proportion of
effective ownership interest (%)
31 December
31 December
2013
2012
66,56
66,56
66,51
92,76
100,00
98,24
82,17
92,76
66,56
66,56
85,81
66,56
98,24
98,24
49,45
49,45
49,45
49,45
49,45
49,45
49,45
49,45
49,45
49,45
49,4
29,67
31,65
27,20
49,45
49,45
49,45
46,97
35,60
39,56
44,50
49,45
49,45
49,45
44,50
44,50
66,56
66,56
66,51
90,64
70,76
99,91
99,41
82,17
92,80
66,56
66,56
65,42
85,81
66,56
99,41
99,41
49,44
49,44
49,44
49,44
49,44
49,44
49,44
49,44
49,44
27,19
27,19
49,44
29,67
31,64
49,44
27,19
49,44
49,44
49,44
46,97
35,60
39,55
49,44
44,50
49,44
49,44
49,44
49,44
44,50
44,50
129
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
Proportion of
31 December
31 December
2013
2012
Subsidiaries
OOO Pronto Moscow
OOO Tambukan
OOO Utro Peterburga (9)
OOO Pronto Kemerovo (11)
OOO Pronto Smolensk
OOO Pronto Tula (11)
OOO Pronto Voronezh (11)
OOO Tambov-Info
OOO Pronto Obninsk (12)
OOO Pronto Pskov (13)
OOO Pronto Rostov (11)
ZAO Pronto Akzhol
TOO Pronto Akmola
OOO Pronto Atyrau
OOO Pronto Aktau
SP Pronto Kiev
OOO Rosprint Samara (14)
OOO Partner-Soft (15)
Pronto Soft
TOV E-Prostir
Impress Media Marketing LLC
OOO Pronto Neva (16)
OOO Rektcentr
ZAO NPK(17)
Publishing House Pennsylvania Inc.
Pronto Ust Kamenogorsk
Sklad Dela Prekmurje NGO (5)
Doğan TV Holding
Kanal D
Kanal D Yapımcılık
Alkım İletişim (18)
Mozaik
Doruk Televizyon
Doğan TV Dijital
Alp Görsel
Fun TV
Tempo TV
Kanalspor
Milenyum TV
TV 2000
Popüler TV
D Yapım Reklamcılık
Bravo TV
Doğa TV
Altın Kanal
Stil TV
Selenit TV
D Çocuk
Ekinoks TV
Fleks TV
Kutup TV
130
100,00
85,00
55,00
100,00
100,00
100,00
100,00
100,00
10,00
100,00
80,00
100,00
100,00
100,00
50,00
90,00
90,00
50,00
97,00
100,00
100,00
100,00
100,00
79,96
94,88
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
85,00
55,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
80,00
100,00
100,00
100,00
50,00
100,00
90,00
90,00
50,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
79,96
94,85
99,99
99,87
99,92
100,00
100,00
96,41
99,27
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
99,87
100,00
100,00
100,00
100,00
Proportion of
31 December
31 December
2013
2012
49,45
42,03
27,20
49,45
49,45
49,45
49,45
49,45
4,94
49,45
39,56
49,45
39,56
39,56
24,72
44,50
44,50
24,72
47,96
49,45
49,45
49,45
39,56
79,96
75,87
75,87
79,96
80,19
79,96
80,19
79,96
80,19
79,96
80,19
80,19
80,19
80,19
79,96
80,19
80,19
80,19
80,19
80,19
80,19
80,19
80,19
80,19
49,44
42,03
27,19
49,44
49,44
49,44
49,44
49,44
49,44
44,50
49,44
39,55
49,44
39,55
39,55
24,72
49,44
44,50
44,50
24,72
49,44
49,44
49,44
49,44
49,44
39,55
27,19
79,96
75,84
75,84
80,09
79,90
83,44
79,96
77,22
79,38
80,09
80,09
80,09
80,09
79,96
80,09
80,09
80,09
80,09
79,99
80,09
80,09
80,09
80,09
Subsidiaries
Galaksi TV
Koloni TV
Atılgan TV
Yörünge TV
Tematik TV
Süperkanal
Uydu
Eko TV
Denizatı (19)
Tasfiye halinde Protema (20)
NetD Dijital Yayıncılık
Doğan Uydu Haberleşme
Doğan Teleshopping
Rapsodi Radyo TV
DMC
İnteraktif Medya
Ekin Radyo(21)
Prime Turk
Osmose Media
Kanal D Romanya
Doğan Faktoring
Doğan Platform
Nartek
Doğan İnternet Yayıncılığı (22)
(1)
(3)
(4)
(5)
(6)
(7)
(8)
(2)
(11)
(12)
(13)
(9)
(10)
(14)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(15)
Proportion of
31 December
31 December
2013
2012
100,00
100,00
100,00
100,00
100,00
100,00
100,00
95,03
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
99,00
100,00
60,00
100,00
100,00
90,00
90,00
99,19
86,67
99,91
100,00
95,01
100,00
99,99
100,00
100,00
100,00
99,25
100,00
99,99
100,00
100,00
100,00
99,00
100,00
59,99
-
Proportion of
31 December
31 December
2013
2012
80,19
79,96
79,96
80,19
79,96
79,96
80,19
75,99
79,96
79,96
79,96
79,96
79,96
79,96
80,19
79,96
79,96
97,29
100,00
39,94
100,00
80,09
71,97
71,97
79,44
69,30
79,89
80,09
75,97
79,96
79,96
79,96
79,96
79,96
79,36
79,96
79,96
80,09
79,96
85,81
97,29
100,00
39,94
-
131
The related subsidiary merged with Doğan Gazetecilik İnternet as of 27 September 2013.
The related subsidiary is liquidated as of 11 June 2013.
Related rates include call-options regarding non-controlling shares explained in Note 18.
The related subsidiaries are reclassified under non-current assets as held for sale.
The related subsidiary was sold as of 23 April 2013.
The related subsidiary has ceased its operations in the year 2012.
Related subsidiary was liquidated in December 2013.
Related subsidiary was liquidated in November 2013.
The related subsidiary has ceased its operations before the year 2010.
The related subsidiary merged with OOO Pronto Rostov in April 2013.
The related subsidiary is in the liquidation process as of 2013.
90% shares of the related subsidiary have been sold in December 2013 and the remaining 10% have been sold in 24 January 2014.
The related subsidiary was sold as of 26 April 2013.
Merging process of the related subsidiary with Pronto Samara has been completed in September 2013
The related subsidiary is in the liquidation process as of 2012.
Related subsidiary was liquidated as of 21 February 2014.
Related subsidiary was liquidated in November 2013.
Related subsidiary was established as of 15 November 2013.
The related subsidiary merged with İnteraktif Medya as of 24 December 2013.
Related subsidiary was liquidated as of 26 December 2013.
The related subsidiary merged with Eko TV as of 4 September 2013.
The related subsidiary has been acquired as of 21 June 2013.
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
2.1.3 Consolidation Principles (Continued)
(b) Joint Ventures
Joint ventures are companies in respect of which there are contractual arrangements through which an economic activity is undertaken subject to joint
control by Doğan Yayın Holding and one or more other parties. Joint ventures were consolidated using the proportional consolidation method until
31 December, 2012.
In accordance with the amendments to TFRS 11 effective from 1 January 2013, entities under common control are recognized under the equity method
starting from this date and the related amendments are applied retrospectively and financial statements are restated accordingly. Condensed financial
statements of entities under common control are disclosed in Note 12.
(c) Associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant
influence is the power to participate in the financial and operating policy decisions of the investee but do not have control or joint control over those
policies. Investments in associates are accounted for using the equity method of accounting. Such entities are companies in which Doğan Yayın Holding
and its subsidiaries have 20%-50% of the voting rights of the Group’s overall voting power, where the Group has significant influence without any
controlling power over the operations. Unrealized gains on transactions between the Group and its joint ventures are eliminated to the extent of the
Group’s interest in its associates; unrealized losses are also eliminated if there is no indication of the assets transferred. Unrealized gains arising from the
transactions with the Group and its associates are written off proportionally as the Group’s interest whereas unrealized losses are written off when there
is no indication of impairment of the transferred asset. Increases or decreases in the net assets of associates are increased or decreased proportionally
as the Group’s share in the consolidated financial statements and presented under the “Share of loss on investments accounted for by using the equity
method” account in the statement of profit or loss. Where the investment’s share of losses exceeds the Group’s share (including any long-term investments
that, in substance, form part of the Group’s net investment in the associate), the exceeding portion of losses are not recognised. Additional losses are
recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Unrealized gains
on transactions between the Group and its associates are restated in proportion to the Group’s share in the associate and unrealized losses are also restated
when there is no indication of impairment of the transferred asset. Equity method is not applied when the carrying amount of the investment in a joint
venture reaches zero to the extent that the Group assumes no liabilities or obligations or in respect of the joint venture or the Group has no significant
influence over the related joint venture. The carrying amount of an investment when the Group loses its significant influence over the investment is then
carried at fair value.
132
2.1.3 Consolidation Principles (Continued)
(d) Non-controlling interests
Non-controlling interests of shareholders over the net assets and operational results of subsidiaries are classified as non-controlling interest and noncontrolling profit/loss in the consolidated balance sheet and statement of profit or loss.
(e) Financial investments
Other investments in which the Group and its subsidiaries, have less than 20%, or more than 20% direct or indirect participation but the Group has no
significant influence over the related assets, or which are immaterial to consolidated financial statements are classified as available for sale financial assets.
Available for sale investments that do not have a quoted market price in an active market and whose fair value cannot be measured reliably are carried at
cost less any allowance for impairment (Note 6).
2.1.4 Offsetting
Financial assets and liabilities are offset and the net amount is reported in the consolidated balance sheet when there is a legally enforceable right to set-off
the recognised amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.
2.1.5 Comparative information and restatement of prior period financial statements
The consolidated financial statements of the Group are prepared comparatively with the previous period to identify the financial position and performance
trends. The consolidated balance sheet at 31 December 2013 is prepared comparatively with 31 December 2011, 31 December 2012 balance sheet;
statement of profit or loss and other comprehensive income, statement of cash flows and statement of changes in shareholders’ equity for the period
ended 31 December 2013 are prepared comparatively with the related financial statements for the period 1 January – 31 December 2012 by the Group.
In order to maintain consistency with current period consolidated financial statements, comparative information is reclassified and significant changes are
disclosed if necessary.
2.1.6 Significant Accounting Policies and Changes in Accounting Estimates and Errors and Restatement of Previously Reported Financial
Statements
Changes in accounting policies arising from the first time adoption of a new TAS/TFRS are applied retrospectively or prospectively in accordance with
the respective TASs/TFRSs transition requirements, if any. Where there are no transition requirements for any changes or optional significant changes in
accounting policies and identified accounting errors, those are applied retrospectively and prior period financial statements are restated accordingly.
In the current period, the Group has reclassified its prior period financial statements in order to comply with the formats declared at 7 June 2013 by CMB.
The effect of reclassifications is summarized on the table below:
133
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
Statements (Continued)
As explained in Note 2.1.7, amendments to TFRS 11 should be applied retrospectively. Entities under common control recognized under TAS 31 are
considered as joint ventures and have been accounted for by using the equity method rather than the proportionate consolidation method in accordance
with TFRS 11 and prior financial statements are restated accordingly. The effect of these changes to the financial statements is summarized in the following
table:
TOV E-Prostir and SP Pronto Kiev companies which are the subsidiaries consolidated in the consolidated financial statements as of 31 December 2012 and
31 December 2011, are included in the consolidated financial statements from the equity pick-up method as of 1 January 2012 based on the assessment
made by the Group. In addition, subsidiaries operating in Hungary and Crotia have been reclassified under assets as held for sale and discontinued
operations. Therefore, the Companys’ assets and liabilities are classified as non-current assets as held for sale and presented separately in the balance sheet.
In order to comply with the current period financial statements, the above mentioned assets are classified as discontinued operations in the prior period
statement of profit or loss and other comprehensive income.
134
31 DECEMBER 2012
Trade receivables
-Due from related parties
-Other trade receivables
Inventories
Short-term prepaid expenses
Other receivables
Investment property
Intangible assets
Long-term prepaid expenses
Deferred tax asset
Trade payables
-Due to related parties
-Other trade payables
Payables related to employee termination benefits
Other payables
Income tax payable
Provisions
Other short-term provisions
Short-term deferred income
Short-term provisions regarding employee benefits
Other payables
Employee benefits
Long-term deferred income
EQUITY
Previously
Reported
488.233
Adjustment
regarding joint
ventures
(TFRS 11)
(5.354)
14.757
664.684
114.383
98.992
97.163
74.034
520.315
627.309
87.541
154.773
1.240.732
18.207
2.631
(16.418)
(3.925)
(5.330)
(17)
29.285
(9.274)
(1.140)
(1.757)
(1.583)
(2.158)
(3.548)
-
5.546
257.628
66.533
7.527
26.651
73.838
585.793
13.510
81.978
12.364
125.034
1.420.467
15.588
(12.714)
(9.170)
(1.188)
(3.673)
(197)
(138)
-
Adjustments
related to
consolidation
method change
and
CMB
discontinued announcement
operations reclassifications
(5.280)
(634)
6.119
(346)
(1.406)
33.794
(79)
(39.913)
3.647
27.022
(27.022)
(508.359)
292.171
216.190
(207)
14.891
19.577
(291)
(14.435)
(26.651)
25.936
(73.838)
23.957
30.563
(2)
(197)
(12.167)
12.364
(3.643)
Restated
477.599
17.388
653.751
110.112
32.388
53.670
97.146
32.932
64.760
519.175
625.552
27.022
85.958
125.593
728.825
292.171
234.397
21.134
259.598
19.577
42.637
7.527
25.936
23.957
30.563
584.603
13.313
78.305
12.364
124.896
1.416.824
135
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
31 DECEMBER 2011
Trade receivables
-Due from related parties
-Other trade receivables
Inventories
Short term prepaid expenses
Investment property
Intangible assets
Deferred tax asset
Long-term prepaid expenses
Trade payables
-Due to related parties
-Other trade payables
Payables related to employee termination benefits
Other payables
Deferred income short-term
Income tax payable
Short-term provisions regarding employee benefits
Other payables
Long-term provisions regarding employee benefits
Deferred income long-term
EQUITY
136
Previously
reported
1.061.644
Adjustment
regarding joint
Venture
(TFRS 11)
(6.656)
10.555
628.750
172.113
159.061
7.709
57.227
536.698
638.500
58.891
146.804
782.056
-
4.174
(21.407)
(3.267)
(11.642)
43.834
(10.796)
(1.392)
(1.237)
(2.175)
(18)
(3.639)
-
1.147
386.632
69.203
32.931
41.412
355.462
1.133.036
60.377
42.541
405.575
134.202
1.079.410
24.641
(16.870)
(3.136)
(88)
(6.189)
(2.519)
(318)
(1.755)
(592)
(217)
-
Adjustments
related to
consolidation
method change
and
CMB
(5.693)
(689)
2.757
(421)
(1.173)
29.545
(280)
(32.302)
3.925
40.243
(40.243)
(397.403)
397.403
(206)
(244)
(3.881)
17.638
24.300
(26.800)
32.269
27.977
(75.384)
(215.135)
215.135
(47.222)
47.222
-
Restated
1.049.295
14.729
609.411
168.425
28.372
114.837
55.468
46.431
535.306
637.263
56.716
40.243
106.543
381.014
397.403
25.788
387.194
24.300
39.023
32.269
32.843
27.977
41.412
273.889
915.382
215.135
12.837
40.786
47.222
404.983
133.985
1.075.529
31 DECEMBER 2012
Sales
Cost of sales (-)
Gross profit
Marketing expenses (-)
Share of loss on associates accounted by
using the equity method
Profit/(loss) from operating activities
Income from investing activities
Expense from investing activities
Operating profit/(loss) before finance expense
Finance income
Profit/(loss) from continued operations before tax
Current tax expense
Deferred tax income/(expense)
Net profit/(loss) for the period from continued operations
Net profit/(loss) for the period from discontinued
operations
Profit/loss for the period
Allocation of profit/loss for the period:
Attributable to equity holders of the Parent Company
Adjustments
related to
consolidation
method change
and
CMB
(22.725)
10.741
(11.984)
-
Previously
reported
2.525.589
(1.755.657)
769.932
Adjustment
regarding joint
ventures
(42.541)
9.322
(33.219)
(290.442)
(327.955)
285.325
(115.989)
19.028
8.641
(4.964)
7.688
2.882
8.939
2.211
-
(43.362)
(46.753)
(268.532)
(310.375)
239.210
(155.054)
(955)
319.916
820
(2.006)
841
2.889
(90.115)
706
230.684
319.916
(2.006)
2.889
267.175
(75.971)
101.089
267.175
(75.971)
421.888
252.614
(250.185)
322.345
(1.973)
1.373
(2.606)
2.889
(196.772)
95.683
-
53.869
(153.129)
322.628
(80.149)
30.415
272.611
1.572
1.034
-
2.889
-
(78.577)
31.449
275.500
272.611
-
(3.719)
(830)
-
(3.719)
271.781
75.369
197.242
-
(830)
-
-
74.539
197.242
Restated
2.460.323
(1.735.594)
724.729
137
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In addition, as a result of the decision made based on the evaluation of the Group management, the Group management decided to measure their
investment properties at fair value which were previously carried at cost, The effect of these changes are reflected in the consolidated financial statements
as of 1 January 2010 and consolidated financial statements were restated accordingly in accordance with “TAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors” (“TAS 8”). Effects of this amendment as of 1 January 2011 to the shareholders’ equity and net loss for the period are
TL 12.469 and TL 1.443 respectively.
The preparation of consolidated financial statements require the use of estimations and assumptions that may have an effect over the assets and liabilities
reported at the balance sheet date, contingent assets and liabilities disclosures and income and expenses reported during the accounting period. The
estimates and assumptions are based on the best available information on the current circumstances and operations; however, they may differ from the
actual results. If changes in accounting estimates only relate to one period, the change is reflected in the current period in which the change is made, if they
relate to future periods, the change is both reflected in the current period in which the change is made and prospectively for future periods. Except for the
amendments mentioned above, accounting policies and accounting estimates applied in the current period are consistent with accounting policies and
accounting estimates applied in the preparation of consolidated financial statements for the period ended as of 31 December 2012.
2.1.7 New and Revised Turkish Financial Reporting Standards
The following new and revised standards and interpretations below are applied by the Group and have affected the reported amounts and disclosures
in the consolidated financial statements. However, the details of standards and interpretations effective in the current period but have no effect on the
financial statements and standards and interpretations not yet effective and have not been early adopted by the Group are set out below.
(a) Standards effective from 1 January 2013 and have effect on the financial statements of the Group
TAS 1 (Amendments) Presentation of Items of Other Comprehensive Income
TAS 1 (Amendments) Presentation of Items of Other Comprehensive Income is effective for financial periods beginning on or after 1 July 2012. The
amendments introduce new terminology for the statement of comprehensive income and income statement. Under the amendments to TAS 1, the
‘statement of comprehensive income’ is renamed the ‘statement of profit or loss and other comprehensive income’ and the ‘income statement’ is renamed
the ‘statement of profit or loss’. The amendments to TAS 1 retain the option to present profit or loss and other comprehensive income in either a single
statement or in two separate but consecutive statements. However, the amendments to TAS 1 require items of other comprehensive income to be
grouped into two categories in the other comprehensive income section: (a) items that will not be reclassified subsequently to profit or loss and (b) items
that may be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive income is required to
be allocated on the same basis-the amendments do not change the option to present items of other comprehensive income either before tax or net of tax.
The amendments have been applied retrospectively and hence the presentation of items of other comprehensive income has been modified to reflect the
changes. Other than the above mentioned presentation changes, the application of the amendments to TAS 1 does not result in any impact on profit or
loss, other comprehensive income and total comprehensive income.
138
2.1.7 New and Revised Turkish Financial Reporting Standards (Continued)
(a) Standards effective from 1 January 2013 and have effect on the financial statements of the Group (Continued)
TFRS 10 Consolidated Financial Statements and TFRS 11 Joint Arrangements
In May 2011, a package of five Standards on consolidation, joint arrangements, associates and disclosures was issued, including TFRS 10, TFRS 11, TFRS 12,
TAS 27 (as revised in 2011) and TAS 28 (as revised in 2011).
Key requirements of these five standards are described below:
TFRS 10 replaces the parts of TAS 27 Consolidated and Separate Financial Statements that deal with consolidated financial statements. SIC-12
Consolidation-Special Purpose Entities will be withdrawn upon the effective date of TFRS 10. Under TFRS 10, there is only one basis for consolidation that
is control. In addition, TFRS 10 includes a new definition of control that contains three elements: (a) power over an investee, (b) exposure, or rights, to
variable returns from its involvement with the investee, and (c) the ability to use its power over the investee to affect the amount of the investor’s return.
Extensive guidance has been added in TFRS 10 to deal with complex scenarios.
TFRS 11 replaces TAS 31 Interests in Joint Ventures. TFRS 11 deals with how a joint arrangement of which two or more parties have joint control should be
classified. SIC-13 Jointly Controlled Entities-Non-monetary Contributions by Venturers will be withdrawn upon the effective date of TFRS 11.
Under TFRS 11, joint arrangements are classified as joint operations or joint ventures, depending on the rights and obligations of the parties to the
arrangements. In contrast, under TAS 31, there are three types of joint arrangements: jointly controlled entities, jointly controlled assets and jointly
controlled operations. In addition, joint ventures under TFRS 11 are required to be accounted for using the equity method of accounting, whereas jointly
controlled entities under TAS 31 can be accounted for using the equity method of accounting or proportional consolidation.
TFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated
structured entities. In general, the disclosure requirements in TFRS 12 are more extensive than those in the current standards.
In June 2012, the amendments to TFRS 10, TFRS 11 and TFRS 12 were issued to clarify certain transitional guidance on the application of these TFRSs for
the first time.
These five standards together with the amendments regarding the transition guidance are effective for annual periods beginning on or after 1 January
2013. The application of these five standards, except for the amendments to TFRS 11, does not have a significant impact on amounts reported in the
consolidated financial statements. These amendments should be applied retrospectively. Entities under common control recognized under TAS 31 are
considered as joint ventures and have been accounted for by using the equity method rather than the proportionate consolidation method in accordance
with TFRS 11 and prior period financial statements are restated accordingly as explained in detail in Note 2.1.6.
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2.1.7 New and Revised Turkish Financial Reporting Standards (Continued)
(a) Standards effective from 1 January 2013 and have effect on the financial statements of the Group (Continued)
TAS 19 Employee Benefits
The amendments to TAS 19 change the accounting for defined benefit plans and termination benefits. The most significant change relates to the
accounting for changes in defined benefit obligations and plan assets. The amendments require the recognition of changes in defined benefit obligations
and in fair value of plan assets when they occur, and hence eliminate the ‘corridor approach’ permitted under the previous version of TAS 19 and accelerate
the recognition of past service costs. The amendments require all actuarial gains and losses to be recognized immediately through other comprehensive
income in order for the net pension asset or liability recognized in the consolidated statement of financial position to reflect the full value of the plan
deficit or surplus. In 2012, the Group has decided to early adopt the amendments to TAS 19 which is applicable as of 1 January 2013. As of 31 December
2012, all actuarial gains and losses are recognized in other comprehensive income.
(b) Standards effective from 1 January 2013 and have no effect on the financial statements of the Group
TFRS 7 (Amendments)
TAS 16 (Amendments)
TAS 32 (Amendments)
TAS 34 (Amendments)
TAS 12 (Amendments)
TFRS 10, TFRS 11 and
TFRS 12 (Amendments)
TFRS 13
TAS 27
TAS 28
Amendments to TFRSs
IFRIC 20
Disclosures – Offsetting Financial Assets and Financial Liabilities
Tangible Assets
Financial Instruments-Presentation
Interim Period Financial Reporting
Deferred Tax-Recovery of Underlying Assets
Consolidated Financial Statements, Joint Arrangements and
Disclosures of Interests in Other Entities: Transition Guide
Fair Value Measurement
Separate Financial Statements
Investments in Associates and Joint Ventures
Annual Improvements except for the amendment to TAS 1
Stripping Costs in the Production Phase of a Surface Mine
(c) New and Revised Standards and Interpretations not yet effective and have not been early adopted by the Group
The Group has not applied the following new and revised standards that have been issued but are not yet effective:
TFRS 9
TFRS 9 and TFRS 7 (Amendments)
TAS 32 (Amendments)
TFRS 10, TFRS 11
and TFRS 27 (Amendments)
TAS 36 (Amendments)
TAS 39 (Amendments)
TFRS Comment 21
Financial Instruments
Mandatory Effective Date of TFRS 9 and Transition Disclosures
Offsetting Financial Assets and Financial Liabilities
Investing Companies
Recoverable Value Disclosures for Non-Financial Assets
‘Novation of Derivatives and Continuation of Hedge Accounting’
Fees and Taxes
The Group has not determined the potential impact of the application of these standards which will be applicable in 2014 and the following years over its
financial statements. The applications of these standards are expected not to have a significant impact on the financial statements.
140
2.2 Summary of Significant Accounting Policies
Related parties
For the purpose of these consolidated financial statements, related parties are referred to as legal entities in which Doğan Holding directly or indirectly has
participation, including any entities under common control; real persons and/or legal entities that have direct or indirect individual or joint control over the
company and their close family members (relatives up to second-degree) and legal entities having direct or indirect individual or joint control by them and
legal entities having significant effect over the Company or their key management personnel; Company’s affiliates, subsidiaries and members of the Board of
Directors, key management personnel and their close family members (relatives up to second-degree) and real persons and/or legal entities that are directly
or indirectly controlled individually or jointly (Note 33).
Cash and cash equivalents are carried at cost in the balance sheet. Cash and cash equivalents comprise cash in hand, bank deposits and highly liquid
investments without a significant risk over the change in their value, whose maturity at the time of purchase is three months or less (Note 5).
Trade receivables and provision for doubtful receivables
The Group’s trade receivables from providing goods or services to customers are carried at net of unrealized finance income. Trade receivables, net of
unrealized finance income, are calculated by discounting future cash inflows of receivables carried at the original invoice amount using the effective interest
method. Short term receivables with indefinite interest rate are carried at cost unless the effect of imputing interest is significant.
Provision is allocated for receivables when the Group has an objective indication over the collectability of the receivables. The amount of the provision is
the difference between the carrying amount and the recoverable amount. Recoverable amount is the present value of all cash flows, including amounts
recoverable from guarantees and collaterals discounted based on using the original effective interest rate of the trade receivable occurred. Group
management considers to book provision for doubtful receivables for the receivables that are in the administrative and/or legal action, without guarantee
and collection period that extend over the normal trade operating cycle of the Group.
If there is a partial or whole collection over the doubtful receivable amount subsequent to the allocation of provision for doubtful receivables, the collected
portion is recognised as income following the write-down of the total provision amount (Note 27).
Inventories
Inventories are valued at the lower of cost or estimated selling price less estimated costs necessary to make a sale. Cost elements included in inventory
are purchase costs and other costs necessary to prepare the asset for its intended use. Cost elements included in inventories are materials, labor and
production overheads. The unit cost of inventories is commonly determined on the moving weighted average basis (Note 11).
When the net realizable value of inventory is less than cost, the inventory is written down to the net realizable value and the expense is included in the
statement of profit or loss in the period the write-down or loss occurred. When the circumstances that previously caused inventories to be written down
below cost no longer exist or when there is clear evidence of an increase in net realizable value because of the changing economic circumstances, the
amount of the write-down is reversed. The reversal amount is limited to the amount of the initial impairment.
141
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2.2 Summary of Significant Accounting Policies (Continued)
Promotion stocks
Evaluation of impairment on promotion stocks and in detection of an impairment; evaluation of the impairment amount is carried out by the Group
management. In this manner, an inventory impairment amount is set with the rates determined by the Group management by taking the purchase date
into consideration.
Programme stocks
Programme stocks comprise internal and external productions that have been produced but not yet broadcasted as of the report date. Programme stocks
are recognised at acquisition or production cost and they are not subject to amortization. These programmes are charged to the statement of profit or loss
upon the first transmission and included in cost of sales in the consolidated statement of profit or loss (Note 24). If the estimated income from programme
stocks is lower than the carrying value, carrying value is discounted to net realizable value. Licence periods, remaining number of broadcasting right,
industry dynamics and sales forecasts are taken into consideration when determining impairment on programme stocks.
Financial instruments
In accordance with TAS 39, the Group classifies its financial instruments as assets held at fair value through profit or loss, held-to-maturity, available-for-sale
and loans and receivables. Classification is determined based on the acquisition purpose and specifications of the financial asset at the initial recognition. All
financial assets are recognised at cost including transaction costs in the initial measurement.
“Financial assets at fair value through profit or loss” are financial assets that have been acquired principally for the purpose of taking advantage of
fluctuations in price and other similar elements or independent from initial recognition financial assets held for trading which are part of a portfolio that
has a recent actual pattern of short-term profit-taking. A financial asset is classified in this category if it is primarily acquired for the purpose of selling in
the short-term. Financial assets at fair value through profit or loss are initially carried at cost including transaction costs at the balance sheet. Subsequent
to recognition, the financial assets are carried at fair value. Realized or unrealized gains and losses are recognized in “financial income/expenses”. Dividends
received, are recognized as dividend income in the consolidated statement of profit or loss. Financial assets considered as derivative instruments that are
not designated for the purpose of hedging instruments are classified as financial assets at fair value thorough profit or loss.
“Held-to-maturity investments” are non-derivative financial assets with fixed or determinable payments that the Group intends and is able to hold to
maturity and that do not meet the definition of loans and receivables and are not designated on initial recognition as assets at fair value through profit
or loss or as available for sale. Held-to-maturity investments are carried at amortized cost using the effective interest method less impairment, if any. The
Group has no held to maturity investments as of 31 December 2013 and 2012.
142
Financial instruments (Continued)
The Group’s “available for sale financial assets” comprise of quoted equity instruments and certain debt securities that are traded in an active market and
they are measured at fair value. Unrealized gains or losses on an available-for-sale financial asset shall be recognised in equity, through the investments
revaluation reserves and comprehensive income, except for impairment losses and foreign exchange gains and losses, until the financial asset is
derecognised, at which time the cumulative gain or loss previously recognised in equity shall be recognised in profit or loss. Dividends on available-for-sale
equity instruments are recognized in profit or loss when the Group’s right to receive payment is established.
Financial assets classified by Doğan Yayın Holding as “available-for-sale financial assets” that do not have any control power or significant effect have no
fair value. When fair value cannot be reliably measured as other fair value estimation methods are not applicable; the carrying value of the financial asset is
measured at cost less any impairment loss (Note 6).
“Loans and Receivables” are financial assets that have fixed or determinable payments and fixed maturity dates and non-derivative financial assets that are
not quoted in an active market.
Derivative financial instruments
Derivative forward instruments, predominantly foreign currency and interest swap agreements and foreign currency forward agreements are initially
recognised at their historical costs plus the transaction costs. Derivative financial instruments are subsequently remeasured at their fair value. All derivative
financial instruments are classified as financial assets at fair value through profit or loss. Fair values of derivative financial instruments are obtained from
quoted market prices or discounted cash flow models as appropriate. Based on positive or negative fair value, derivative financial instruments are carried as
assets or liabilities respectively (Note 13).
Changes in the fair value of derivatives at fair value through profit or loss are included in the statement of profit or loss.
While certain derivatives provide effective hedge relationships, they are recognised as financial assets through profit or loss in accordance with TAS 39 and
their fair value gains and losses are reported in the statement of profit or loss.
Investment property
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are measured initially at cost, including
transaction costs. Subsequent to initial recognition, at the end of each year when there is an indication of impairment, investment properties are stated at
fair value which reflects the market conditions. Gains or losses arising from changes in the fair values of investment properties are included in the profit or
loss in the period in which they arise. As of 31 December 2012, the Group decided to adopt fair value method for their investment properties which were
previously accounted under the cost method and restated its financial statements according to TAS 8 as explained in Note 2.1.6 “Significant Accounting
Policies and Changes in Accounting Estimates and Errors and Restatement of Previously Reported Financial Statements”
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Investment property (Continued)
An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from use and no future economic
benefits are expected from disposal. Any gain or loss arising on derecognition of the property is included in profit or loss in the period in which the
property is derecognized.
Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner occupied
property, the deemed cost for subsequent accounting is the fair value at the date of change in use. If owner occupied property becomes an investment
property, the Group accounts for such property in accordance with the policy stated under property, plant and equipment up to the date of change in use.
The difference between cost value and fair value at the date of the change is recognized as revaluation fund in other comprehensive income.
Property, plant and equipment are carried at cost less any accumulated depreciation and any accumulated impairment losses (Note 15). Depreciation is
provided on property, plant and equipment on a straight-line basis (except land). Land is not depreciated as it is deemed to have an indefinite useful life.
The depreciation periods for property, plant and equipment, which approximate the economic useful lives of such assets, are as follows:
Years
Land and land improvements
Buildings
Machinery and equipment
Motor vehicles
Furniture and fixtures
Leasehold improvements
15-50
25-50
3-15
5-10
3-15
2-25
Useful life and depreciation are reviewed regularly and the Group also reviews the consistency of the useful life and depreciation method applied with the
economic benefits to be obtained from the underlying assets.
Gains or losses on disposals of property, plant and equipment are determined with respect to the difference between collections received and carrying
amounts of property, plant and equipment and are included in the related income and expense accounts, as appropriate.
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount
provided to allocate provision. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. Fair value less costs to
sell is the amount obtainable from the sale of an asset less the costs of disposal. Value in use is the present value of the future cash flows expected to be
derived from an asset plus the residual value of the related assets.
Repair and maintenance expenses are charged to the consolidated statement of profit or loss at the date they are incurred. Capital expenditures that
increase the present value of the future cash flows expected to be derived from property, plant and equipment by increasing its capacity is added to the
cost of tangible fixed asset.
144
Financial Leases
Leases are classified as finance leases by the Group whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the
minimum lease payments. Lease payments are treated as consisting of capital and interest. Principal lease payments are treated as liabilities and reduced
with their payments. Interest charges are charged directly against statement of profit or loss over the financial lease period. Assets acquired through finance
leases are depreciated over the shorter of expected useful life and the lease term, as well as tangible assets acquired.
An operating lease is a lease that does not substantially all the risks and rewards incidental to ownership of an asset. For operating leases, lease payments
(net of any incentives received from the lessor) are recognized as an expense on a straight line basis over the lease term under the consolidated statement
of profit or loss.
Goodwill
Goodwill and negative goodwill amount, which represent the difference between the purchase price and the fair value of the acquiree’s net assets, arising
from business combinations effected prior to 30 June 2004 in the consolidated financial statements is capitalized and amortized over the useful life by using
the straight-line method prior to 31 December 2004. Goodwill arising from business combinations effected subsequent to 31 March 2004 is not amortized
and instead reviewed for any impairment losses in accordance with TFRS 3 Business Combinations (Note 16).
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of
the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired as of the balance sheet dates. If the recoverable amount of the cash-generating unit is less than the carrying
amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other
assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a
subsequent period.
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Intangible assets and related amortization
Intangible assets excluding goodwill and assets with infinite useful lives comprise brand names, customer lists, terrestrial broadcasting permissions and
licenses (frequency rights), other identified rights, computer software and television programme rights which are further discussed in Note 2.2. Brand
names, customer relationships and domain names are determined based on the independent valuation on business combinations. Useful lives of certain
brand names are determined to be infinite. Assets that have infinite useful life are not subject to amortization and are tested for impairment annually
(Note 16).
Registered subscriber acquisition costs paid by D-smart are capitalized over the subscription commitment period by the Group beginning from 1 January
2012 and capitalized amounts are recognized under intangible assets account. Weighted average term for subscription acquisition costs is 2 years.
Intangible assets are carried at cost, less any accumulated amortization and amortized by using the straight-line method (Note 16).
Estimated useful lives of intangible assets that have a finite useful life are as follows:
Years
Trademark
Customer lists
Computer software and rights
Domain names
Other intangible rights
20-25
9 – 18
3 – 15
3 – 20
5
Intangible assets with finite useful lives are tested to determine whether there is an indication that the intangible assets may be impaired and if the carrying
value of the intangible asset is higher than the recoverable amount, the carrying value of the intangible asset is written down to its recoverable amount
provided to allocate provision. The recoverable amount of an intangible asset is the higher of its fair value less costs to sell and its value in use. Provision for
impairment is recognized under the statement of profit or loss in the related period.
Web page development costs
Costs associated with developing web pages are capitalized and amortized by using straight-line method over their estimated useful lives (Note 16).
Following the planning phase and operation; all costs are recognised as expense. Maintenance costs of web pages are accounted as operational expenses.
Television program rights
Television program rights (foreign series, foreign films and Turkish films) are initially recognised at acquisition cost of the license when the Group controls, in
substance, the respective assets and the risks and rewards attached to them. Television program rights are evaluated to determine if expected revenues are
sufficient to cover the unconsumed portion of the program. To the extent that expected revenues are insufficient, the program rights are written down to
their net realizable value.
146
Television program rights (Continued)
Consumption is based on the transmission of the expected number of runs (vary from two to unlimited) purchased. Amortization of these rights is
determined according to release order and number of runs. The appropriateness of the consumption profiles are reviewed regularly by the management.
A maximum of 5 runs is applied for the unlimited run purchases. License periods, remaining number of broadcast rights, industry dynamics and sales
forecasts are taken into account when determining the impairment related to television program rights.
Impairment of assets excluding goodwill and intangible assets with infinite useful lives
At each balance sheet date, the Group evaluates whether there are any indications that an asset other than goodwill or infinite life intangible assets may be
impaired. When an indication of impairment exists, carrying value of the assets is compared with the net realizable value which is the higher of value in use
and fair value less costs to sell. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash flows (cash-generating units). Impairment exists if the carrying value of an asset or a cash generating unit including that asset is greater than its
recoverable amount which is the higher of value in use or fair value less costs to sell. Impairment losses are recognised in the consolidated statement of
profit or loss.
Taxation on income
Taxation on income includes current period income taxes and deferred taxes. Current year tax liability consists of tax liability on period income calculated
according to currently enacted tax rates and tax legislation in force as of balance sheet date and includes adjustments related to previous year’s tax
liabilities. Turkish tax legislation does not permit a parent company to file a consolidated tax return for its subsidiary and its joint venture. Therefore, tax
provisions, as reflected in the accompanying consolidated financial statements, have been calculated on a separate-entity basis.
Deferred income tax is provided, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their
carrying values for financial reporting purposes. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially
enacted by the balance sheet date.
Deferred tax liabilities are recognised for all taxable temporary differences, where deferred tax assets resulting from deductible temporary differences are
recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary difference can be utilized
(Note 31). Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they
related to income taxes levied by the same taxation authority.
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Financial borrowings and borrowing costs
Borrowings are recognised initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost using
the effective interest method. Any difference between proceeds, net of transaction costs, and the redemption value is recognised in the profit or loss
as finance expense over the period of the borrowings (Note 7). The borrowing costs which are directly related with the acquisition, manufacturing or
production of a specialty good (means that a long period of time is required to make available for sale and use as purposed) are capitalized as a part of the
related asset. The Group does not have any capitalized borrowing costs during the current period.
Financial liabilities subject to non-controlling put options
Under the terms of certain share purchase agreements, the Group may commit to acquire the interests owned by non-controlling shareholders in
consolidated subsidiaries, upon the request of non-controlling interest holders. TAS 32, “Financial Instruments: Disclosure and Presentation” requires the
value of such put option to be presented as a financial liability on the balance sheet for the discounted value of the expected exercise price of this option,
notwithstanding the ability of the Company to settle part of these obligations with its own shares and not cash. In addition, the share of non-controlling
shareholders in the net asset of the company subject to the put option is presented in “other financial liabilities” instead of “non-controlling interests” in
the consolidated balance sheet. The Group presents, at initial recognition, the difference between the exercise price of the option and the carrying value
of the non-controlling interests first as a reduction of non-controlling interest and then as addition to the Group’s equity. The discount amount and any
subsequent change in the fair value of the commitment are recognised in profit or loss as finance income or expense in subsequent periods.
Employment termination benefits
Under the Turkish Labour Law and Press Labour Law (for employees in the media sector), the Group is required to pay termination benefits to each
employee who achieves the retirement age, whose employment is terminated without due cause written in the related laws.
The provision for employment termination benefit represents the present value of the estimated total reserves of the future probable liability of the Group
arising from the retirement of the employees measured in accordance with the Turkish Labour and Press Labour Laws (Note 20).
The Group has decided to early adopt the amendment in TAS 19 (Note 2.1.7) in 2012 which will be effective starting from 1 January 2013, and calculated
employment benefit in accordance with the report prepared by the actuarial firm and recognized all actuarial loss and gains in the other comprehensive
statement of profit or loss as of 31 December 2012.
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Provisions, contingent assets and liabilities
Provisions are recognised when the Group has a present legal or constructive obligation or a result of past events, it is highly probable that on outflow of
resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
Contingent liabilities are assessed continually to determine whether an outflow of resources comprising economic benefits has become probable. If it
becomes probable that an outflow of future economic benefits will be required for an item previously dealt with as a contingent liability, a provision is
recognised in the financial statements of the period in which the change in probability occurs except in the extremely rare circumstances where no reliable
estimate can be made.
If it has become virtually certain that an inflow of economic benefits will arise, the asset and the related income are recognised by the Group in the financial
statements of the period in which the change occurs.
Possible assets or obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the Group are not included in financial tables and are treated as contingent assets or liabilities.
A contingent asset is disclosed where an inflow of economic benefit is probable.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an
asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Share capital and dividends
Ordinary shares are classified as equity. Dividend income is recognised as income by the Group when right to obtain of dividend is generated in the
consolidated financial statements. Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s consolidated financial
statements in the period in which the dividends are approved by the General Assembly.
Revenue recognition
Revenue is the fair value amount of sales of goods and services received or receivable which resulted from Group’s operations. Net sales represent the
invoiced value of goods or services shipped less any trade discounts, rebates and commissions and are presented with the elimination of intercompany
balances.
Revenue is initially recognized at the fair value of the consideration received or receivable when it can be measured reliably or when there is an inflow of
economic benefits. When the arrangement effectively constitutes a financing transaction, the fair value of the consideration is determined by discounting
all future receipts using an imputed rate of interest. The imputed rate of interest is a rate of interest that discounts the nominal amount of the instrument
to the current cash sales price of the goods or services (Note 24).
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Revenue recognition (Continued)
Revenues from television, newspapers, magazines and other advertisements
Revenue from advertisements is recognised on an accrual and cut-off basis at the time of broadcasting or printing the advertisement in the related media
at the invoiced amounts. The part which is not broadcasted or published yet is recognised as deferred income on the balance sheet.
Revenues from newspaper and magazine sales and distribution
Revenue from newspaper and magazine sales is recognised on an accrual basis at the time of delivery of the newspapers by the distribution company to
the dealer at the invoiced values.
Newspaper sales returns and provisions:
Provision for newspaper sales returns is accounted at the time of delivery based on past experiences and recent information of sales returns.
Returns on magazine sales and provisions:
Provision for returns on magazine sales are the provisions provided to reflect the sales income based on matching principle by using statistical data for the
previous period, field sales data, etc. when return invoices are not issued although returns are taken off from the market or the issue of magazine period is
not expired.
Revenues from printing services
Revenues from printing arise from printing services given to both Group companies and third parties by using Group’s printing facilities. Related income is
recognised on an accrual basis at the time of services given.
Other revenues
Interest income is recognised on a time proportion basis and income accrual is ascertained by taking effective interest rate and remaining maturity into
account.
Rent income and other income are recognised on an accrual basis.
Barter agreements
The Group provides advertising services in return for advertisement and other products and services. When goods or services are exchanged or swapped
for goods or services which are of a similar nature and value, the exchange is not regarded as a revenue generating transaction. When goods are sold or
services are rendered in exchange for dissimilar goods or services, the exchange is regarded as a revenue generating transaction. Revenue is measured at
the fair value of the goods or services received, adjusted by the amount of any cash or cash equivalents transferred. If the fair value of the goods or services
received is not measured reliably, the revenue is measured at the fair value of the goods or services supplied, adjusted by the amount of any cash or cash
equivalents transferred (Note 19). Barter agreements are recognised on an accrual basis.
150
Business combinations
Business combinations are accounted in accordance with TFRS 3. Goodwill represents the excess of the cost of an acquisition over the fair value of the
Group’s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. If the purchase amount is less than the fair value
of provisions, contingent assets and liabilities, the subjected difference is identified with comprehensive statement of profit or loss. Goodwill recognised in
a business combination is not amortized, instead it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that
it might be impaired. If the acquisition cost is lower than the fair value of the identifiable assets, liabilities and contingent liabilities acquired, the difference
is accounted for as income in the related period (Note 3). There are no business combinations that have significant effect over the financial statements for
the period ended 31 December 2013.
Gains or losses resulted from sale or purchase of subsidiaries under the control of Doğan Yayın Holding (transactions that do not result in a change in
control) are recognised under equity. TAS 27 (Revised) requires ownership decreases or increases which do not result in a change in control to be recorded
under equity for accounting periods beginning on or after 1 July 2009. For accounting periods beginning prior to 1 July 2009, the difference resulted in
favor of acquisition value in connection with sale or purchase of subsidiaries under the control of the Group which do not result in a change in control was
recognised as goodwill.
Business combination of entities under common control is not under the scope of TFRS 3 Business Combinations. The Group doesn’t recognize goodwill
for these types of transactions. Difference between cash consideration paid as a result of business combination and net asset of the entity is recognized in
“Effect of business combinations comprising of entities under common control” account under retained earnings/(accumulated losses) in equity.
Foreign currency transactions
Functional currency
Items included in the financial statements of each Group entity are measured using the currency that best reflects the economic substance of the
underlying events and circumstances relevant to that entity. The consolidated financial statements are presented in Turkish Lira, which is the functional
currency of Doğan Yayın Holding.
Foreign currency transactions and balances
Income and expenses arising in foreign currencies have been translated into TL at the exchange rates prevailing at the transaction date. Monetary assets
and liabilities denominated in foreign currencies have been translated into TL at the exchange rates prevailing at the balance sheet dates. Exchange gains or
losses arising from the settlement and translation of foreign currency items have been included in the consolidated statement of profit or loss.
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Foreign currency transactions (Continued)
Foreign Group companies
The results of the Group undertakings using a measurement currency other than TL are first translated into Turkish lira by using the average exchange rate
for the period. Assets and liabilities of such Group undertakings are translated into TL by using the closing rate at the balance sheet date. Differences arising
on retranslation of the opening net assets of such Group undertakings and differences between the average and period-end rates are included in currency
translation reserve as a separate item in the shareholders’ equity and recognized under total comprehensive income.
A significant portion of the Group’s foreign operations are performed in Russia, Europe and Slovenia (“Russia and Eastern Europe (“EE”)) (Note 4). Foreign
currencies and exchange rates at 31 December 2013 and 31 December 2012 are summarized below:
Country
Euro zone
Russia
Hungary
Croatia
Ukraine
Romania
Kazakhstan
Belarus
Currency unit
Euro
Ruble
Forint
Kuna
Grivna
New Lei
Tenge
Belarusian Ruble
31 December 2013
2,9365
0,0652
0,0099
0,3846
0,2670
0,6549
0,0139
0,0002
31 December 2012
2,3517
0,0587
0,0081
0,3113
0,2230
0,5319
0,0118
0,0002
Segment reporting
A business segment is a distinguishable component of an enterprise that is engaged in providing products or services and that is subject to risks and
returns that are different from those of other business segments and consists of three main segments; “Publishing”, “Broadcasting” and “Other” based on
management reporting. A geographical segment is a distinguishable component of an enterprise that is engaged in providing products or services within
a particular economic environment and that is subject to risks and returns that are different from those of components operating in other economic
environments and consists of three main divisions; “Turkey”, “Europe”, “Russia and EE”.
Earning/(loss) per share
Earning/(loss) per share stated in the consolidated statement of profit or loss are determined by dividing net income/(loss) by the weighted average
number of shares that have been outstanding during the period concerned (Note 32).
In Turkey, companies can increase their issued capital by making a pro-rata distribution of shares (“bonus shares”) to existing shareholders from retained
earnings. For the purpose of earnings per share computations, such bonus share issuances are regarded as issued shares for all of the periods presented
in the financial statements. Accordingly, weighted average number of shares used in earnings per share computations is derived by considering the
retrospective effects of the issuances of the shares.
152
Non-current assets held for sale and discontinued operations
Assets held for sale are operations that the Group disposes of or classified as available for sale and cash flows which can be treated as a part separately from
the Group. Assets classified as held for sale by the Group and discontinued operations, are measured at the lower of the carrying amount of assets and
liabilities related to discontinued operations and fair value less costs to sell (Note 36).
Discontinued operations are components of an entity that either have been disposed of or represent a major part of an entity separately from the Group’s
operations and cash flows. Operating results as of the Group has ceased its control over its disposal groups are presented separately under “discontinued
operations” in the consolidated statement of profit or loss. Prior period consolidated statement of profit or loss is adjusted for comparative purposes and
the results of discontinued operations are also classified under the “discontinued operations” account.
The results of discontinued operations also include profit/(loss) from the related operation’s sale proceed and related tax expenses. Profit/(loss) from the
sale proceed is calculated as the difference between the carrying amount of net assets disposed of and sale price.
Government grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the
grants will be received (Note 17). Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognizes
as expenses the related costs for which the grants are intended to compensate.
The Group has received the investment incentive certificate regarding the modernization of its property that is used in its media operations and it is
exempt from the Customs Duty and VAT.
Subsequent events
In the case that events requiring a correction to be made occur subsequent to the balance sheet date, the Group makes the necessary corrections to the
financial statements.
In the case that events not requiring a correction to be made occur subsequent to the balance sheet date, those events are disclosed in the notes of
consolidated financial statements.
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Statement of cash flows
In the statement of cash flows, cash flows during the period are classified under operating, investing or financing activities.
The cash flows raised from operating activities indicate cash flows due to the Group’s media and other sales operations.
The cash flows due to investing activities indicate the Group cash flows that are used for and obtained from investments (investments in property, plant
and equipment and financial investments).
The cash flows due to financing activities indicate the cash obtained from financial arrangements and used in their repayment.
Cash and cash equivalents include cash and bank deposits and the investments that are readily convertible into cash and highly liquid with three months
or less to maturity.
2.3 Critical Accounting Estimates and Assumptions
2.3.1 Critical accounting estimates and assumptions
a) Estimated impairment of goodwill
In accordance with the accounting policy mentioned in Note 2.2, at the end of every year goodwill is annually tested for impairment by the Group.
Recoverable amount of cash generating units is measured based on the value in use calculations.
The recoverable amount of cash generating units is determined by calculating the amount that would be obtained through sales. These calculations
are measured based on estimated cash flows after tax using financial budgets covering a five-year period. EBITDA estimates (budgeted interest, tax,
depreciation and amortization, provision for impairment and gross margin before other non-operating expenses) have a significant role in these
calculations.
The cash flow projections of broadcasting and publishing segments have been prepared covering the years of 2014-2018.
The EBITDA margin percentages and discount rates used for the estimated cash flows beyond the 5 year period are as follows:
Broadcasting
Publishing
Russia and Commonwealth of Independent States
Turkey
(1)
(2)
Budgeted weighted average of EBITDA margin regarding projection period.
Weighted average cost of capital.
154
EBITDA margin (1)
Discount rate (2)
%27
%13
%40
%11
%13
%15
2.3 Critical Accounting Estimates and Assumptions (Continued)
2.3.1 Critical accounting estimates and assumptions (Continued)
a) Estimated impairment of goodwill (Continued)
Hürriyet, one of the subsidiaries of the Group, hasn’t booked any provision for impairment on goodwill in the consolidated financial statements for the year
ended 31 December 2013 (31 December 2012: TL 18.106 provision for impairment is booked) (Note 16).
When the calculations performed in the current period are evaluated, if the discount rate applied to cash flow projections for the cash-generating units
after tax is 1% more than the estimates of the Group management, additional impairment for the goodwill related with TME amounting to TL 25.962 (31
December 2012: TL 51.648 for the goodwill related with TME and intangible assets) would be recognized in the financial statements and profit before tax
and non-controlling interests would decrease by TL 25.962 (31 December 2012: TL 51.648) in return.
If the EBITDA rate applied to cash flow projections for the cash-generating units is 5% less than the estimates of the Group management, additional
impairment for the goodwill amounting to TL 24.142 would be recognized in the financial statements and profit before tax and non-controlling interests
would increase by TL 24.142 in return.
(b) Vat amount subject to discount within the scope of law no: 6111
As of November 2011, the Group management has considered the VAT principle amounting to TL 454.281 imposed as a consequence of share exchanges
and transfers recognized in the Turkish Commercial Code (TCC)/Tax Procedures Law (TPL) accounts of Doğan TV Holding, D Yapım, Doğan Prodüksiyon
and Alp Görsel and restructured within the scope of Law no: 6111 in the year 2011 as input VAT through issuance of “recourse VAT invoice” by each entity
who transfers the shares to the respective entity, sequentially with the amount of corresponding VAT imposed. In this context, input VAT amounting to
TL 145.328, TL 222.662 and TL 86.291 has been recognized in the Turkish Commercial Code (TCC)/Tax Procedures Law (TPL) records of D Yapım, Doğan
Prodüksiyon and Alp Görsel, respectively.
Based on the nature of the transaction and considering the precautionary principle, the Group management elects not to recognize the input VAT
amounting to TL 454.281 as an asset in the consolidated financial statements as it will be used in future tax periods. Accordingly, where practible, input VAT
that can be offset against the recourse VAT in the related taxation periods can be recognized in the statement of profit or loss in the respective periods
(Note 27). As of 31 December 2013, deductible VAT amounting to TL 449.602 is recognised in the statutory records.
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2.3 Critical Accounting Estimates, Assumptions and Judgments (Continued)
2.3.1 Critical accounting estimates and assumptions (Continued)
c) Probable liabilities related to the share sales agreement signed with Commerz-Film GmbH
Estimates and assumptions regarding repurchase commitments given to Axel Springer AG by the Group are described in detail in Note 18.
d) Useful lives of intangible assets
Useful lives of some trademarks are expected to be infinite by the Group management. Where useful lives of related intangible assets are infinite (in case
of 20 years), amortization of such intangible assets’ would increase by TL 13.876 (31 December 2012: TL 13.468) and profit before tax and non-controlling
interests would decrease by TL 13.876 (31 December 2012: TL 13.468).
Amortization is recognized by the Group considering the useful lives of trademarks, customer lists and internet domain names with definite useful lives
disclosed in Note 2.2.
If useful lives of trademarks, customer lists and internet domain names differ 10% from the management’s expectations, the effect over the financial
statements would be as follows:
-
if useful lives were 10% higher, amortization would decrease by TL 1.261 and profit before tax and non-controlling interests would increase by TL 1.261
(31 December 2012: TL 1.224); or
-
if useful lives were 10% lower, amortization would increase by TL 1.542 and profit before tax and non-controlling interests would decrease by TL 1.542
(31 December 2012: TL 2.219).
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2.3 Critical Accounting Estimates, Assumptions and Judgments (Continued)
2.3.2 Critical accounting judgments
Prepaid phone card (prepaid minutes) sales related with mobile telecommunication services and newspaper and magazine sales (excluding transactions
with related parties and newspapers distributed through subscription system) are carried at gross value in the consolidated financial statements by the
Group.
Management believes that the decision to record revenue gross versus net is a matter of professional judgment that is dependent upon the relevant facts
and circumstances. The Group evaluated the following factors and indicators in coming to the conclusion.
•
The Group has the option to determine the selling price, within the existing economic limitations,
•
General inventory risk of goods mentioned above belongs to the Group. The Group purchases newspapers and magazines from suppliers and sells
them to its dealers through its distribution network. The Group returns unsold newspapers and magazines from dealers to the original supplier.
General inventory risk is about approximately a week for newspaper and magazine sales,
•
The Group has the collection risk associated with the transaction.
NOTE 3-BUSINESS COMBINATIONS
Current period business combinations
In the current period, Group has acquired Doğan İnternet Yayıncılığı ve Yatırım A.Ş., an entity under common control, in consideration of TL 10.928.
Difference amounting to TL 7.640 between the cash consideration paid and net assets is recognized under equity.
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NOTE 3-BUSINESS COMBINATIONS (Continued)
Prior period business combinations
The details of business combinations for the period ended 31 December 2012 are as follows:
Doğan TV Holding – Eko TV
Doğan TV Holding has terminated Eko TV joint venture agreement signed with Turner as of 14 June 2012 without any compensation. Following the
termination, Eko TV has been accounted as a subsidiary and ceased to be a joint venture of the Group as of 1 July 2013 without any compensation transfer.
TFRS 3 requires acquirers to remeasure its previously held equity interest at fair value and recognize the resulting gain or loss, if any, in profit or loss. The
Group has completed the remeasurement procedures of Eko TV shares as of 31 December 2012. The details of the remeasurement are summarized below:
30 June 2012
Current assets
Non-current assets
Current liabilities
110
16.668
365
(3.222)
Group’s share in net assets before acquisition
13.921
Goodwill recognized before acquisition
Total carrying amount before remeasurement
33.881
47.802
Total fair value of net assets of Eko TV
Group’s ownership rate
Fair value of net assets attributed to the Group
Decrease in carrying amount after remeasurement recognised as other expense
59.475
%75,04
44.630
3.172
Also, the Group has completed the purchase of 19,98% shares of Eko TV as of 6 September 2012 for a consideration of TL 4.331. After these transactions,
the share and voting rights of the Group in Eko TV increased to 95,01%. TL 624 loss as a result of this transaction is journalized under equity since there is
no change in controlling party in accordance with TAS 27 (Revised).
158
NOTE 4-SEGMENT REPORTING
The Group has two reporting segments (Geographical & Business) due to diversity of its operations and geographical extensity of its consolidated
companies. “Geographical” segment reporting is categorized into “Turkey”, “Europe” and “Russia and EE” based on the intensity of geographical operations
and “Business” segment reporting is categorized into “publishing”, “broadcasting”, “retail” and “other” based on the businesses of consolidated entities.
a) External revenues:
The details of the Group’s external revenues for the periods ended 31 December 2013 and 2012 by business and geographical segments are follows:
Turkey
1 January – 31 December 2013
Russia
Europe
and EE
Total
Publishing
Broadcasting
Other
1.095.472
1.047.711
54.438
57.952
84.730
-
183.270
-
1.336.694
1.132.441
54.438
Total
2.197.621
142.682
183.270
2.523.573
Russia
Europe
and EE
Total
Turkey
Publishing
Broadcasting
Other
1.100.138
961.743
55.655
50.280
107.856
-
184.651
-
1.335.069
1.069.599
55.655
Total
2.117.536
158.136
184.651
2.460.323
As explained in Note 2.3.2 “Critical accounting judgments”, the Group presents sales of prepaid phone cards and newspaper and magazine at gross. The
prepaid phone card sales (other segment) and newspaper and magazine sales (publishing segment) for the fiscal year ended 31 December 2013 amounted
to TL 39.471 (31 December 2012: TL 45.282) and TL 214.943 (31 December 2012: TL 183.367), respectively.
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NOTE 4-SEGMENT REPORTING (Continued)
b) Segmental analysis for the period 1 January – 31 December 2013
The segmental analysis for the continued operations of the Group is as follows:
Publishing
Broadcasting
Other
Intersegment
eliminations
Total
External revenues (Note 24)
Inter segment revenues
1.336.694
32.506
1.132.441
19.179
54.438
2.376
-
2.523.573
54.061
Total revenues
1.369.200
1.151.620
56.814
-
2.577.634
1.336.694
32.506
1.132.441
19.179
54.438
2.376
(54.061)
2.523.573
-
Sales
Cost of sales (-) (1)
1.369.200
(971.027)
1.151.620
(890.890)
56.814
(38.272)
(54.061)
29.584
2.523.573
(1.870.605)
Gross profit/(loss)
398.173
260.730
18.542
(24.477)
652.968
(194.977)
(194.266)
(141.197)
(116.512)
(15.891)
19.068
4.454
(317.106)
(322.215)
80.249
(10.820)
4.301
(2.328)
71.402
2.419
91.598
(226)
(8.025)
6.952
(3.283)
2.193
87.242
708
48.722
472
-
49.902
92.306
40.697
7.424
(3.283)
137.144
Finance income/(expenses), net
(118.607)
(177.759)
(52.839)
3.639
(345.566)
Profit/(loss) before income taxes from
continued operations
(26.301)
(137.062)
(45.415)
356
(208.422)
Income tax expense
(13.503)
11.918
(33.060)
6.075
(1.595)
10.347
-
(48.158)
28.340
(27.886)
(164.047)
(36.663)
356
(228.240)
Marketing expenses
General administrative expenses
Other income/(expenses) from operating
activities, net
Share of gain/(loss) on investments accounted
for by using the equity method
Operating (loss)/profit
Income/(expenses) from investing activities, net
Operating profit/loss before finance income
and expenses
(1)
Cost of sales and segment information differ as the effect of intra-segment adjustments are presented at gross amounts (Note 24).
160
b) Segmental analysis for the period 1 January – 31 December 2012
The segmental analysis for the continued operations of the Group is as follows:
Publishing
Broadcasting
Other
Intersegment
eliminations
Total
1.335.069
55.764
1.069.599
20.437
55.655
4.748
-
2.460.323
80.949
Total revenues
1.390.833
1.090.036
60.403
-
2.541.272
1.335.069
55.764
1.069.599
20.437
55.655
4.748
(80.949)
2.460.323
-
Sales
Cost of sales (-) (1)
1.390.833
(973.835)
1.090.036
(771.182)
60.403
(43.861)
(80.949)
53.284
2.460.323
(1.735.594)
Gross profit/(loss)
416.998
318.854
16.542
(27.665)
724.729
(186.378)
(181.375)
(103.454)
(105.174)
(28.924)
21.300
5.098
(268.532)
(310.375)
75.918
6.871
5.428
(4.061)
84.156
1.335
(297)
(332)
-
706
Operating (loss)/profit
126.498
116.800
(7.286)
(5.328)
230.684
Income/(expenses) from investing activities, net
153.257
26.486
11.461
-
191.204
Operating profit/(loss) before finance income
and expenses
279.755
143.286
4.175
(5.328)
421.888
Finance income/(expenses), net
(79.019)
(7.506)
(17.899)
5.164
(99.260)
Profit/(loss) before income taxes from
continued operations
200.736
135.780
(13.724)
(164)
322.628
Income tax expense
(30.695)
5.932
(46.744)
14.923
(1.138)
10.594
-
(78.577)
31.449
175.973
103.959
(4.268)
(164)
275.500
161
Marketing expenses
General administrative expenses
Other income/(expenses) from operating
activities, net
Share of gain/(loss) on investments accounted
for by using the equity method
(1)
Cost of sales and segment information differ as the effect of intra-segment adjustments are presented at gross amounts (Note 24).
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c) Segment assets:
The details of segment assets in terms of business and geographical segments at 31 December 2013 and 31 December 2012 are as follows:
Analysis according to business segments:
31 December 2013
31 December 2012
Publishing
Broadcasting
Other
1.758.992
1.276.501
129.870
1.767.748
1.500.953
93.163
Segment Assets (1)
3.165.363
3.361.864
31.883
648.918
(58.234)
32.932
563.557
(40.351)
3.787.930
3.918.002
31 December 2013
31 December 2012
Turkey
Europe
Russia and EE
2.236.880
231.041
702.010
2.532.280
179.417
646.309
Segment Assets (1)
3.169.931
3.358.006
31.883
648.918
(62.802)
32.932
563.557
(36.493)
3.787.930
3.918.002
Investments accounted by using the equity method (Note 12)
Unallocated assets
Less: intersegment eliminations and reclassifications
Total assets
Analysis according to geographical segments:
Investments accounted by using the equity method
Unallocated assets
Total assets
Segment assets mainly comprise of operating assets. The group’s assets other than segment assets comprise of cash and cash equivalents (Note 5), short-term financial investments
(Note 6) and deferred tax assets (Note 31).
(1)
162
d) Segment liabilities:
The analysis of segment liabilities in terms of business and geographical segments at 31 December 2013 and 31 December 2012 is as follows:
Analysis according to business segments:
31 December 2013
31 December 2012
Publishing
Broadcasting
Other
349.755
358.759
7.479
297.881
261.056
25.926
Segment Liabilities (1)
715.993
584.863
Unallocated liabilities
1.619.133
(39.916)
1.954.173
(37.858)
Total liabilities
2.295.210
2.501.178
31 December 2013
31 December 2012
Turkey
Europe
Russia and EE
583.101
120.685
35.092
465.129
110.215
23.050
Segment Liabilities (1)
738.878
598.394
Unallocated liabilities
1.619.133
(62.801)
1.954.173
(51.389)
Total liabilities
2.295.210
2.501.178
Analysis according to geographical segments
The Group’s liabilities excluding reportable segment liabilities comprise of short and long term borrowings (Note 7), net income for the period, income tax payable and deferred tax
liability (Note 31).
(1)
163
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e) Purchases of tangible and intangible assets and investment properties and depreciation and amortization charges:
The analysis of depreciation and amortization charges in terms of business and geographical segments for the periods ended 31 December 2013 and 2012 is
as follows:
Analysis according to
business segments:
1 January31 December 2013
Publishing
Broadcasting
Other
82.954
122.714
1.063
80.514
95.574
2.175
Total
206.731
178.263
Turkey
Europe
Russia and Slovenia
160.039
16.100
30.592
133.290
31.276
13.697
Total
206.731
178.263
geographic segments:
The analysis of capital expenditure (acquisition of tangible and intangible assets) in terms of business and geographical segments for the periods ended
31 December 2013 and 2012 is as follows:
business segments:
Publishing
Broadcasting
Other
31.560
204.925
114
96.927
180.783
267
Total
236.599
277.977
1 January-
1 January-
31 December 2013
216.628
14.286
5.685
31 December 2012
259.268
9.526
9.183
236.599
277.977
geographic segments:
Turkey
Europe
Russia and Slovenia
Total
164
f) Other non-cash expenses, (net):
The analysis of other non-cash expenses, (net), in terms of business segments for the periods ended 31 December 2013 and 2012 is as follows:
Publishing
Broadcasting
Other
Total
Provision for trade doubtful receivables (Note 9)
Interest expense accruals
Provision for employment termination benefits (Note 20)
Change in fair value of derivative instruments (Note 9)
Provision for unused vacation liability (Note 20)
Provision for impairment on intangible assets (Note 16)
Provision for lawsuits (Note 18)
Provision for impairment on inventories (Note 11)
12.510
16.785
10.309
3.014
10.258
1.975
643
20.986
41.137
4.372
(2.215)
1.151
610
4.529
705
272
146
(48)
-
33.496
58.194
14.827
799
11.361
610
6.504
1.348
Total
55.494
71.275
370
127.139
Publishing
Broadcasting
Other
Total
Provision for trade doubtful receivables (Note 9)
Provision for impairment on goodwill (Note 16)
Interest expense accruals
Provision for employment termination benefits (Note 20)
Provision for unused vacation liability (Note 20)
Provision for impairment on intangible assets (Note 16)
Provision for impairment on inventories (Note 11)
12.214
18.106
7.203
10.297
3.127
4.597
243
25.670
3.172
7.045
2.157
6.632
3.292
1.868
1.048
102
40
86
476
(696)
37.986
21.278
14.288
12.540
9.759
8.365
1.868
595
Total
55.787
50.884
8
106.679
165
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NOTE 5-CASH AND CASH EQUIVALENTS
The details of cash and cash equivalents at 31 December 2013 and 31 December 2012 are as follows:
31 December 2013
31 December 2012
Cash
Banks
-Time deposits
-Demand deposits
Other cash and cash equivalents
1.313
1.538
446.898
53.474
29.512
396.928
47.391
31.742
Total
531.197
477.599
31 December 2013
31 December 2012
Demand
Up to 3 months
84.299
446.898
80.671
396.928
Total
531.197
477.599
The maturity analysis of cash and cash equivalents at 31 December 2013 and 31 December 2012 is as follows:
The time deposits of the Group are mainly composed of USD, EUR and TL and the effective interest rates of USD, EUR and TL denominated time deposits
are between 0,35% and 4,27% (31 December 2012: 0,10% and 5,35%), 0,20% and 2,50% (31 December 2012: 0,25% and 3,45%) and 6,50% and 9,15% (31
December 2012: 5,00% and 12,30%), respectively.
Cash and cash equivalents amounting to TL 28.870 (31 December 2012: TL 30.924) at 31 December 2013 comprise of credit card slip receivables and TL 642
(31 December 2012: TL 818) of blocked deposits.
Cash and cash equivalents disclosed in the consolidated statements of cash flows for the periods 31 December 2013, 31 December 2012 and 31 December
2011 are as follows:
31 December
2013
31 December
2012
31 December
2011
Less: accrued interest
531.197
(326)
477.599
(18.963)
1.049.295
(1.275)
530.871
458.636
1.048.020
166
NOTE 6-FINANCIAL INVESTMENTS
The Group doesn’t have short term financial investments as of 31 December 2013 and 31 December 2012.
The details of long-term financial investments at 31 December 2013 and 31 December 2012 are as follows:
Long-term financial investments:
Anten Teknik Hizmetler ve Verici Tesis İşletme Anonim Şirketi
Coats İplik Sanayi Anonim Şirketi
B2C Prodüksiyon Bilişim ve Emlak Danışmanlığı Sanayi Ticaret A.Ş.
Hür Servis Sosyal Hizmetler ve Ticaret A.Ş.
Other
Total
31 December
2013
Share
%
31 December
2012
Share
%
800
258
150
62
<1
<1
<1
<1
<1
787
258
150
118
182
<1
<1
<1
<1
<1
1.270
1.495
NOTE 7 – FINANCIAL BORROWINGS
The details of financial borrowings at 31 December 2013 and 31 December 2012 are as follows:
Short-term financial borrowings:
31 December 2013
31 December 2012
Short term bank borrowings
Interest bearing payables to suppliers
Finance lease borrowings
481.218
6.436
10.251
686.437
34.193
8.195
Total
497.905
728.825
31 December 2013
31 December 2012
Short-term portion of long-term bank borrowings
424.957
292.171
Total
424.957
292.171
31 December 2013
31 December 2012
Long term bank borrowings
550.885
4.693
8.390
563.186
6.929
14.488
Total
563.968
584.603
Short-term portion of long-term bank borrowings:
Long-term financial borrowings:
167
168
Total long-term bank borrowings
100.000
160.500
36.891
550.885
100.000
342.555
108.330
11,20-11,20
4,46-6,25
3,25-5,71
1.798
397.837
25.322
424.957
107.504
291.567
82.147
481.218
TL
Long-term bank borrowings:
TL denominated bank borrowings
USD denominated bank borrowings
EUR denominated bank borrowings
1.798
186.401
8.623
107.504
136.610
27.975
31 December 2013
Original
foreign
currency
906.175
11,20 – 11,20
3,00-6,45
3,25-5,71
0 – 10,30
3,25 – 5,45
3,50 – 5,08
Interest
rate per
annum (%)
Total short-term bank borrowings
Short-term portion of long-term bank borrowings:
Sub-total
Short-term bank borrowings
Sub-total
Details of the bank borrowings as of 31 December 2013 and 31 December 2012 are as follows:
NOTE 7-FINANCIAL BORROWINGS (Continued)
4,13-6,12
1,80-5,11
2,65-5,85
1,33-5,11
5,75-10,40
4,45-6,40
4,50-5,78
Interest
rate per
annum (%)
297.534
13.947
146.284
13.354
169.850
255.025
26.355
31 December 2012
Original
foreign
currency
563.186
530.386
32.800
978.608
260.766
31.405
292.171
169.850
454.608
61.979
686.437
TL
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
The redemption schedule of long-term bank borrowings is as follows:
31 December 2013
31 December 2012
2014
2015
2016
2017 and after
258.107
291.075
1.703
458.195
102.181
1.489
1.321
Total
550.885
563.186
Remaining time to repricing date of bank borrowings determined according to contract at 31 December 2013 and 31 December 2012 is as follows:
31 December 2013
31 December 2012
Up to 6 months
6 to 12 months
1 to 5 years
1.455.533
1.351
176
1.540.406
1.388
-
Total
1.457.060
1.541.794
Carrying value of the financial borrowings is considered to approximate their fair value since discount effect is not material. Group borrows loans on fixed
and floating interest rates. At 31 December 2013, bank borrowings with floating interest rates amounted to TL 568.362 (31 December 2012: TL 1.147.628).
As of 31 December 2013, the floating rate bank borrowings denominated in USD of the Group, have interest rates fluctuating between 3 months
Libor+2,00 and 6 months Libor+3,60 (31 December 2012: Between 3 months Libor+2,4 and 6 months Libor+4,25).
Commitments and financial terms about borrowings
OOO Pronto Moscow, one of the indirect subsidiaries of the Group, has restructured its bank loan classified under the short-term portion of long-term
financial liabilities as of 31 December 2013 and 31 December 2012 amounting to USD 70.000 with a maturity date of April 2014. The maturity of the related
loan has been extended in December 2013 to 20 April 2015 using the one year extension option in the contract. Also, interest rate applied has decreased
to 6,25% from 6,40% as of 31 December 2012. Deposit amounting to USD 70.000 has been blocked as collateral in accordance with the loan agreement of
Doğan Holding.
169
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Financial borrowings related with options
Doğan Gazetecilik’s, one of the subsidiaries of Doğan Yayın Holding, 22.000.000 shares each having par value of TL 1, which correspond to 22% of Doğan
Gazetecilik’s issued capital amounting to TL 78.000, are sold to Deutsche Bank AG during the capital raise to TL 100.000 on 19 November 2007 in the ISE
Wholesale Market in consideration of USD 4,0 (exact) per share (initial price) (TL 4,73 (exact)), by putting a restriction over the existing shareholders’ share
purchase rights.
There are put and call option agreements between Doğan Yayın Holding and Deutsche Bank AG upon the shares of Doğan Gazetecilik. According to the
call option agreement, Doğan Yayın Holding has the call option from Deutsche Bank AG for 21.945.000 shares of Doğan Gazetecilik, and according to
the put option agreement, Deutsche Bank AG has the put option to Doğan Yayın Holding for 23.100.000 shares of Doğan Gazetecilik. Since Doğan Yayın
Holding has a liability of giving another entity cash or another financial asset (in the case the put option is exercised by Deutsche Bank AG) as a result of
the put option agreement mentioned above, USD 88.000 is presented as a financial liability in the consolidated financial statements as of 31 December
2012. As per the put option agreement, the put option exercise price is calculated by considering the initial price and the interest rate of 6,46%.
Maturities of both agreements are 5 years 3 months and both of them ended at 19 February 2013. As of 20 February 2013, Deutsche Bank AG has used its
“call” option right and sold 22% shares of Doğan Gazetecilik to Doğan Yayın Holding in consideration of USD 122.323. In this regard, Doğan Yayın Holding
has no outstanding liability as of 31 December 2013.
Share pledges
As of 31 December 2013, 15% shares of Doğan Yayın Holding (300.000.000 (exact) shares), 20,87% shares of Kanal D (10.747.548 (exact) shares) were given
as pledges to financial institutions in respect of the long-term financial borrowings of the Group. Deutsche Bank AG has used its “call” option right as of
19 February 2013 and sold 22% shares of Doğan Gazetecilik to Doğan Yayın Holding in consideration of USD 122.323 and as a result of this transaction,
pledge transaction regarding 11,3% shares of Doğan Yayın Holding (226.354.060 (exact) shares) and 13,3% shares of Hürriyet (73.200.000 (exact) shares) have
been removed. In addition, 67,3% shares of TME (33.649.091 (exact) shares) have been removed as a result of full payment of participation loan borrowed
as at 4 January 2013 in relation to the acquisition of TME.
170
The Group acquired property, plant and equipment through finance leases. As of 31 December 2013, total short and long-term lease payment
commitments of the Group relating to such lease agreements amount to TL 18.641 (31 December 2012: TL 22.683).
The redemption schedule of long-term financial lease borrowings at 31 December 2013 and 31 December 2012 is as follows:
Long-term financial lease liabilities:
31 December 2013
31 December 2012
2014
2015 and after
8.390
8.130
6.358
Total
8.390
14.488
Interest bearing payables to suppliers are related to the machinery and equipment purchases of Hürriyet, one of the subsidiaries of Doğan Yayın Holding.
Interest rates of these short and long-term payables in EUR is 1,60% (31 December 2012: EUR 1,22%).
The maturity analysis of long-term interest bearing payables to suppliers at 31 December 2013 and 31 December 2012 is as follows:
2014
2015 and after
Total
31 December 2013
31 December 2012
4.693
4.693
5.146
1.783
6.929
The Group’s short-term and long-term financial borrowings to suppliers issued at variable interest rates are amounting to TL 6.436 (31 December 2012:
TL 34.193) and TL 2.226 (31 December 2012: TL 6.929), and long-term financial borrowings issued at fixed interest rates is amounting to TL 2.467 TL (31
December 2012: None) respectively as of 31 December 2013.
171
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The exposure of the Group’s long-term financial borrowings to suppliers to interest rate changes and the contractual repricing dates are as follows:
6 months and less
1 to 5 years
Total
31 December 2013
31 December 2012
8.662
2.467
11.129
41.122
41.122
The fair values of short-term and long-term financial borrowings to suppliers are considered to approximate their carrying values as the effect of discount is
not material.
Allocation of financial borrowings with fixed and floating interest rates of the Group as of 31 December 2013 and 31 December 2012 are as follows:
Loans with fixed interest rates
Loans with floating interest rates
Total
31 December 2013
31 December 2012
907.339
568.362
416.849
1.147.628
1.475.701
1.564.477
NOTE 8-OTHER FINANCIAL LIABILITIES
The details of other short term financial liabilities, which are further discussed in Note 18 related with call options at 31 December 2013 and 31 December
2012, are as follows:
Financial liabilities due to put options (Note 18)
Financial borrowings related with options
Total
31 December 2013
31 December 2012
16.155
16.155
18.207
216.190
234.397
Put options
Oglasnik d.o.o Option
Hürriyet, a subsidiary of the Group, has granted a put option, on the 30% shares outstanding during the acquisition of 70% interest of the shares in its
subsidiary, Oglasnik d.o.o in Croatia. Discussions concerning the use of this option as of the reporting date of these financial statements are still ongoing. As
of 31 December 2013, the fair value of the option is calculated as TL 16.155 and classified in “Other short-term financial liabilities” (31 December 2012: TL
18.207) (Note 8). There is a dispute on the protocol between the contract parties and an arbitration process is in progress in the presence of Zagreb Court
of Arbitration. A determination of the validity of the option contract lawsuit has been filed against the Group by the non-controlling interest shareholders
regarding the fact that they couldn’t exercise the put option. An alternative compensation has been claimed with the lawsuit with amount of EUR 3,5
million+default interest. The third trial was made on July 3, 2013 and the arbitration process is still ongoing as of the reporting date.
172
NOTE 9-TRADE RECEIVABLES AND PAYABLES
The details of trade receivables and payables at 31 December 2013 and 31 December 2012 are as follows:
Short-term trade receivables
31 December 2013
31 December 2012
Trade receivables
Notes and cheques receivable
Income accruals
Other
902.551
18.511
5.529
1.588
821.220
24.689
6.119
2.011
928.179
(5.426)
(209.991)
854.039
(4.533)
(195.755)
712.762
653.751
Sub-total
Less: unearned financial income due to sales with maturity
Less: provision for doubtful receivables
Total
In the publishing segment of the Group, the average maturity of not overdue trade receivables and that are followed by Doğan Faktoring is between 67 to
96 days as of the balance sheet date (31 December 2012: 70-98 days). In the broadcasting segment of the Group, the average maturity of not overdue trade
receivables is 101 days as of the balance sheet date (31 December 2012: 92 days). Discount rate of trade receivables calculated as annual simple is 12,01%
(31 December 2012: 10,03%).
Unearned finance income due to sales with maturity of the above-mentioned trade receivables of the Group amounts to TL 5.426 (31 December 2012:
TL 4.533) and 12,01% annual compound interest rate is applied (31 December 2012: 10,03%).
The movements of provision for doubtful receivables for the periods ended 31 December 2013 and 2012 are as follows:
2013
2012
1 January
Provision booked in the current period (Note 4, 27)
Acquisition of subsidiary
Receivables written-off
Collections
Disposal of subsidiary
Currency translation differences
(195.755)
(34.434)
(2.776)
938
16.350
4.414
1.272
(173.164)
(37.986)
(306)
14.933
684
84
31 December
(209.991)
(195.755)
Guarantees for trade receivables
As of 31 December 2013, trade receivables of TL 173.985 (31 December 2012: TL 130.847) were past due but not impaired. The Group does not foresee any
collection risk for these overdue receivables due to sector dynamics and circumstances (Note 34).
As of 31 December 2013, the Group has letters of guarantee, guarantee notes, guarantee cheques and mortgages amounting to TL 42.095 (31 December
2012: TL 40.271) related to trade receivables amounting to TL 712.762 (31 December 2012: TL 653.751) (Note 34).
173
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NOTE 9-TRADE RECEIVABLES AND PAYABLES (Continued)
Guarantees for trade receivables (Continued)
The guarantees received for the total trade receivables of the Group amounting to TL 712.762 as of 31 December 2013 (31 December 2012: TL 653.751)
consist of bank guarantee letter amounting to TL 1.623 (31 December 2012: TL 1.823), bails and mortgages amounting to TL 31.650 (31 December 2012:
TL 33.992) and cheques and bonds amounting to TL 8.822 (31 December 2012: TL 4.456). Bank guarantee letter amounting to TL 1.344, bails and mortgages
amounting to TL 19.552 and cheques and bonds amounting to TL 7.487 are received for the past due but not impaired receivables (31 December 2012:
bank guarantee letters amounting to TL 193, bails and mortgages amounting to TL 17.403, cheques and bonds amounting to TL 3.157) (Note 34).
Short-term trade payables:
31 December 2013
31 December 2012
Trade payables
Expense accruals
Provision for broadcasted programmes
Notes and cheques payables
Other payables
Less: deferred financial expense due to purchases with maturity
260.064
54.551
2.237
3.733
603
(515)
237.885
13.815
1.076
6.637
265
(80)
Total
320.673
259.598
The average maturity of not overdue trade payables is between 45 to 59 days as of 31 December 2013 (31 December 2012: 35 to 58 days).
174
NOTE 10-OTHER RECEIVABLES AND PAYABLES
The details of other receivables and payables at 31 December 2013 and 31 December 2012 are as follows:
Other current receivables:
31 December 2013
31 December 2012
Notes receivables (1) (2) (3)
Deposits and guarantees given
105.020
2.040
417.212
1.516
Total
107.060
418.728
31 December 2013
31 December 2012
Notes receivables (1) (3) (4)
Deposits and guarantees given
11.456
2.980
95.557
1.589
Total
14.436
97.146
Other non-current receivables:
TL 31.443 (31 December 2012: TL 26.681) of short-term notes receivables and TL 10.243 (31 December 2012: TL 32.318) of long-term notes receivables are composed from the
sales of shares of Bağımsız Gazeteciler and all Milliyet brand, royalties and internet domain names to DK Gazetecilik ve Yayıncılık A.Ş at 2 May 2011. Notes receivables are shown at
discounted amounts. The discount amount as of 31 December 2013 is TL 543 (31 December 2012: TL 734).
TL 313.738 (USD 176 million) of short term notes receivables as of 31 December 2012 consists of the receivables from Doğuş Yayın Grubu regarding the sale of shares of Işıl
Televizyonculuk Yayıncılık A.Ş (Star TV) as of 3 November, 2011. Doğuş Holding A.Ş. has become the guarantor for the related receivable. Receivable with maturity date of
2 November 2013 resulting from the transfer of shares of Işıl Televizyon Yayıncılık A.Ş. (Star TV) as of 3 November 2011 to Doğuş Yayın Grubu companies has been collected as of
4 November 2013.
Hürriyet, a subsidiary of the Group, sold the properties that consist of 58.609,45 m2 land and buildings, including the building that has been used as company headquarters for
28 years (Hürriyet Media Towers) in Bağcılar, Istanbul in 2012 to Nurol Gayrimenkul Yatırım Ortaklığı in consideration of USD 127.500 (TL 225.994), excluding late interest. USD 17.500
of the consideration was paid in cash and the remaining portion which amounts to USD 110.000 is payable in 32 equal installments as of 6 March 2012 by applying 3,5% interest rate
for the remaining installment portions. As of 31 December 2013, USD 34.375 (TL 73.367) of the related consideration is recognized as short-term notes receivables and cheques in
the accompanying consolidated financial statements (31 December 2012: USD 34.375 (TL 61.277)). Interest amount that is collectible in relation to principal amount is USD 6.396.
USD 2.014 (TL 3.570) of the related amount, excluding VAT, has been collected and is recognized as finance income in the accompanying financial statements in the current period.
Interest accrual calculated by using the effective interest rate in the current period amounts to USD 99 (TL 210) and is recognized as short-term notes receivables and cheques and
finance income in the accompanying financial statements.
Long-term notes receivable amounting to TL 1.213 (31 December 2012: TL 1.962) consist of the notes receivables of other subsidiaries.
(1)
(2)
(3)
(4)
Other current payables:
31 December 2013
31 December 2012
Taxes and funds payable
Deposits and guarantees received
Other
42.871
472
1.862
41.736
702
199
Total
45.205
42.637
175
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Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
NOTE 10-OTHER RECEIVABLES AND PAYABLES (Continued)
Other non-current payables:
31 December 2013
31 December 2012
Deposits and guarantees received
13.535
661
13.032
281
Total
14.196
13.313
31 December 2013
31 December 2012
70.928
44.057
5.037
5.345
228
64.776
33.267
9.907
7.625
472
125.595
116.047
(7.283)
(5.935)
118.312
110.112
NOTE 11-INVENTORIES
The details of inventories at 31 December 2013 and 31 December 2012 are as follows:
Raw materials and supplies
Finished goods and merchandise (1)
Promotion stocks
Semi-finished goods
Other
Sub-total
Less: provision for impairment on inventories
Total
(1)
TL 26.065 (31 December 2012: TL 35.720) of finished goods and merchandise is comprised of dvd and vcd’s produced by companies in the broadcasting segment and satellite
receivers and smart cards purchased.
The promotion stocks comprise books, cd, dvd and electronic training materials sold together with newspapers. Evaluation of impairment on promotion
stocks and in detection of an impairment; evaluation of the impairment amount is carried out by the Group management. In this manner, an inventory
impairment amount is set with the rates determined by the management by taking the purchase date into consideration.
Movement of provision for impairment on inventory
1 January
Provision booked in the current period
Reversal of provision in the current period
(5.935)
(1.881)
533
(5.340)
(3.590)
2.995
31 December
(7.283)
(5.935)
176
NOTE 12-INVESTMENTS ACCOUNTED FOR BY THE EQUITY METHOD
As of 31 December 2013 and 31 December 2012, currents assets, non-current assets, current and non-current liabilities and equity attributable to Doğan
Yayın Holding of the joint ventures consolidated by using the equity method in accordance with TFRS 11 in the consolidated financial statements, are as
follows:
Joint ventures
Doğan Burda Dergi Yayıncılık
ve Pazarlama A.Ş. (“Doğan Burda”)
Doğan ve Egmont Yayıncılık ve Yapımcılık
Ticaret A.Ş. (“Doğan Egmont”)
Dergi Pazarlama Planlama ve
Ticaret A.Ş. (“DPP”)
Ultra Kablolu Televizyon ve Telekomünikasyon
Sanayi ve Ticaret A.Ş. (“Ultra Kablolu”)
Katalog Yayın
ve Tanıtım Hizmetleri A.Ş. (“Katalog”)
ASPM Holding B.V.
Registered
country
Geographic
segment
Nature of
business
Joint venture
partner
Turkey
Turkey
Burda GmbH
Turkey
Turkey
Magazine publishing
Book and magazine
publishing
Turkey
Turkey
Planning
Burda GmbH
Turkey
Turkey
Telecommunication
Koç Holding A.Ş.
Turkey
Netherlands
Turkey
Europe
Guide publishing
Investment
Seat Pagine Gialle SPA
Autoscout24 GmBH
Egmont
Joint ventures and the subsidiary and effective interest rates of Doğan Yayın Holding and its subsidiaries at 31 December 2013 and 31 December 2012 are
summarized as follows:
Joint-ventures
Doğan Burda
Doğan Egmont
DPP
DB Popüler (1)
Ultra Kablolu (2)
Birey İK (3)
Katalog (4)
Tipeez (5)
ASPM Holding B.V.
OOO Autoscout24(6)
31 December
31 December
2013
2012
44,89
50,00
46,00
50,00
50,00
37,88
37,88
44,89
50,00
46,00
44,87
50,00
50,00
50,00
30,00
37,88
37,88
Proportion of
effective interest (%)
31 December
31 December
2013
2012
44,89
50,00
46,00
50,00
50,00
25,22
25,21
44,89
50,00
45,97
44,87
50,00
46,38
50,00
19,97
25,21
25,21
Liquidation process of the related company has been completed as of 3 December 2013.
Operations have been terminated as of November, 2006. The company is included in scope of consolidation.
(3)
The Company has merged with Doğan Gazetecilik İnternet as of 27 September 2013.
(4)
Operations have been terminated as of September, 2009. The company is included in scope of consolidation.
(5)
All of the shares of the related company has been sold to Tweege Holdings LP as of 25 June 2013.
(6)
Liquidation process of the related company has been completed as of 6 December 2013.
(1)
(2)
177
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
NOTE 12-INVESTMENTS ACCOUNTED FOR BY THE EQUITY METHOD (Continued)
The details of the investments accounted for by the equity method at 31 December 2013 and 31 December 2012 are as follows:
31 December 2013
31 December 2012
108.275
12.511
120.786
81.704
34.538
116.242
Current liabilities
Total liabilities
Net assets
38.193
19.468
57.661
63.125
38.831
11.166
49.997
66.245
Group’s share in net assets of investments
31.883
32.932
Current assets
Non-current assets
Total assets
Total depreciation and amortization expenses regarding the investments accounted by using the equity method are TL 1.943 (31 December 2012: TL 1.981).
Gross profit
Marketing, sales and distribution expenses (-)
Other operating income/expenses (-),net
Financial income/expenses (-), net
Profit before income taxes
Current income tax expense
Deferred tax income
Net profit for the period from continued operations
Net profit for the period
Group’s share in net profit of investments
178
2013
2012
85.606
80.378
(58.274)
(18.024)
(581)
(3.924)
4.803
(926)
172
4.049
4.409
2.193
(50.020)
(18.550)
(4.835)
476
7.449
(3.393)
771
4.827
4.827
706
NOTE 13-DERIVATIVE INSTRUMENTS
31 December 2013
Asset
Liability
31 December 2012
Asset
Liability
Derivative swap instruments:
Swap transactions in foreign exchange
Interest rate swap transactions
839
2.440
-
573
-
1.375
Total
839
2.440
573
1.375
(a) Foreign currency swap transactions
Hürriyet, a subsidiary of the Group, has made a Euro swap transaction amounting to USD 20.000 (31 December 2012: USD 25.222) related with bank
borrowings in the current period and recognised financial liability amounting to TL 2.440 from the fair value amounts of open swap transactions as of
31 December 2013 (31 December 2012: TL 573 financial asset).
The Group has the right to purchase or sell 1 million US Dollars every Monday depending on the market rates effective until 13 January 2014.
(b) Interest rate swap transactions
Hürriyet, a subsidiary of the Group, had an interest rate swap agreement amounting to USD 10.000 with a maturity date of 2015 related with interest
payments of bank borrowings to convert to Euro (Euribor) floating interest rate. Finance expense amounting to TL 635 is recognised during the period
regarding these agreements.
Doğan TV Holding, one of the subsidiaries of the Group, had an interest rate swap agreement amounting to USD 11.111 related with bank borrowings to
convert floating interest rate to fixed interest rate for its loan. According to the agreement, interest expense of loan was fixed until 23 May 2014. Financial
liability recognised as of 31 December 2013 regarding these agreements amounted to TL 839 (31 December 2012: TL 1.375 financial liability). No financial
income is recognised during the period regarding these agreements (31 December 2012: None).
179
180
2.306
37.919
(26.034)
Disposals
(25.546)
(25.546)
Disposals
3.250
Transfers
(227)
(227)
Transfers
26.080
38.680
31 December
2012
Gain/(loss)
arising from
change in fair value
779
109
74.370
40.353
34.017
31 December
2013
15.843
14.048
1.795
Gain/(loss)
arising from
change in fair value
The group has rent income amounting to TL 614 from investment properties (31 December 2012: TL 348). Direct operating costs in the current period resulting from investment property is TL 449 (31 December
2012: TL 492). There is no collateral or mortgage on investment properties of the Group as of 31 December 2013.
Net book value
46.431
40.225
(26.034)
3.250
888
64.760
Investment properties which are carried at cost less any accumulated loss and impairment, if any in the prior consolidated financial statements are recognized at fair value in accordance with the Group
management’s decision (Note 2.1.6) based on the evaluation done in 2012 year. Accordingly, the Group’s investment properties for the period ended as of 31 December 2013 have been subject to valuation under
the requirements of Capital Market Board.
22.995
23.436
Additions
1 January
2012
Land
Buildings
19.540
64.760
Net book value
225
19.315
26.080
38.680
Additions
Land
Buildings
1 January
2013
The movements in investment property during the periods ended 31 December 2013 and 2012 are as follows:
NOTE 14-INVESTMENT PROPERTY
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
181
(892.242)
Total
(99.475)
(79)
(4.198)
(47.427)
(1.626)
(40.991)
(5.154)
105.359
13
108
18.239
1.378
70.723
5.421
9.477
Additions
15.765
16
1
4.764
1.812
9.156
16
(37.434)
(16)
(35)
(6.904)
(2.563)
(18.732)
(52)
(9.132)
Disposals
-
-
(1.741)
(480)
177
480
(1.918)
3.007
82
2.828
97
(10.134)
(4.998)
(280)
(3.225)
(411)
(1.220)
(2.579)
(44)
(2.535)
-
3.833
62
3.486
285
-
Acquisition of
subsidiary
156
156
-
(172)
(172)
-
Disposal of
subsidiary (2)
(15.315)
(2.517)
(11.539)
(12)
(826)
(421)
19.331
3.472
2.610
12.533
761
266
493
(804)
Currency
translation
differences
499.776
(990.683)
(1.880)
(58.216)
(692.936)
(11.756)
(185.478)
(40.417)
1.490.459
27.628
181.430
818.757
14.923
371.581
75.475
665
31 December
2013
(2)
(1)
(3)
In the current period, as a result of the review of property, plant and equipment of Hürriyet, one of the subsidiaries of the Group, additional fixed assets amounting to TL 480 are decided to be reclassified from building to leasehold improvements.
The Group has disposed of it shares in its subsidiary, Moje Delo, spletni marketing d.o.o in 2013.
The Group has agreed to sell its land of 17.725,69 m2 located in the district of İstanbul, Esenyurt for USD 9 million. As a result of this agreement, the land has been reclassified as asset held for sale. In addition, subsidiaries of the Group which operate in
Hungary and Croatia have been reclassified as asset as held for sale.
There is mortgage amounting to TL 19.087 on the property, plant and equipment as of 31 December 2013 (31 December 2012: TL 15.286).
As of 31 December 2013, TL 206.731 (31 December 2012: TL 178.263) of total depreciation expense whose TL 99.475 from property, plant and equipment (31 December 2012: TL 93.224) and TL 107.256 (31 December 2012: TL 85.039) from intangible assets
is allocated into cost of goods sold amounting to TL 130.542 (31 December 2012: TL 120.076) (Note 24), TL 24.438 (31 December 2012: TL 9.410) into marketing expenses, TL 51.751 (31 December 2012: TL 48.777) into general administrative expenses
(Note 25). The carrying amount of the property, plant and equipment of the Group acquired thorough finance leases as of 31 December 2013 is TL 45.540 (31 December 2012: TL 46.800). The accumulated depreciation as of 31 December 2013 is TL 34.359
(31 December 2012: TL 27.878).
519.175
(1.817)
(51.584)
(638.690)
(11.930)
(153.266)
(34.955)
Accumulated depreciation:
Buildings
Motor vehicles
Net book value
1.411.417
29.157
179.507
794.827
15.347
319.058
69.259
4.262
Total
Cost:
Buildings
Motor vehicles
Construction in progress
1 January 2013
Classified as asset
Transfer (1) held for sale (3)
The movements in property, plant and equipment during the periods ended 31 December 2013 and 2012 are as follows:
NOTE 15-PROPERTY, PLANT AND EQUIPMENT
182
535.306
(1.682)
(51.459)
(743.827)
(13.442)
(210.413)
(47.710)
(1.068.533)
Accumulated depreciation:
Buildings
Motor vehicles
Total
Net book value
46.936
193.201
912.502
17.199
360.086
71.367
2.548
1.603.839
Cost:
Buildings
Motor vehicles
Construction in progress
Total
1 January 2013
NOTE 15-PROPERTY, PLANT AND EQUIPMENT (Continued)
(84)
(4.576)
(42.793)
(1.173)
(41.446)
(3.152)
(93.224)
1.583
716
36.192
1.648
74.604
20.680
23.120
158.543
Additions
540
142.827
2.460
84.798
1.576
232.201
(20.901)
(4.624)
(159.274)
(3.230)
(93.721)
(1.819)
(6.351)
(289.920)
Disposals
(150)
(7)
(157)
21
161
182
Change in
consolidation rate
(52)
3.627
3.575
2.094
(9.273)
11.448
1.176
(13.976)
(8.531)
Transfer
1
4.847
83
13.313
14.268
32.512
(2)
(4.847)
(139)
(22.549)
(20.940)
(973)
(49.450)
Disposal of
subsidiary
284
406
142
489
63
1.384
(553)
(534)
(1.355)
(131)
(538)
(29)
(106)
(3.246)
Currency
translation
differences
519.175
(1.817)
(51.584)
(638.690)
(11.930)
(153.266)
(34.955)
(892.242)
29.157
179.507
794.827
15.347
319.058
69.259
4.262
1.411.417
31 December
2012
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
183
(300.503)
Total
(1)
The Group has disposed of it shares in its subsidiary, Moje Delo, spletni marketing d.o.o in 2013.
568.564
(19.200)
(108.191)
(135.928)
(12.303)
(2.374)
(22.507)
Accumulated amortization:
Brand name
Customer list
Rights
Domain names
Development costs
Other
Net book value
869.067
295.435
310.305
188.643
46.625
3.523
24.536
1 January
2013
Total
Cost:
Brand name
Customer list
Rights
Domain names
Development costs
Other
(65.219)
(1.491)
(19.273)
(35.425)
(3.407)
(395)
(5.228)
52.299
38.310
3.407
10.582
Additions
The movements in intangible assets for the periods ended 31 December 2013 and 2012 are as follows:
NOTE 16-INTANGIBLE ASSETS
42.343
23.279
13.744
1.304
4.016
(69.608)
(13.316)
(31.039)
(19.093)
(2.136)
(4.024)
Reclassed to
assets held
for sale
(4.514)
(632)
(1.489)
(2.393)
5.104
997
1.489
2.618
Acquisition of
subsidiary
3.250
1.638
1.523
89
(3.970)
(1.913)
(1.517)
(345)
(195)
Disposals
424
424
-
(919)
(919)
-
Disposal of
subsidiary (1)
(49.354)
(1.072)
(39.388)
(6.903)
(1.394)
(597)
111.232
36.569
62.085
8.477
3.468
633
Currency
translation
differences
589.632
(373.573)
(21.763)
(143.573)
(163.082)
(14.277)
(4.258)
(26.620)
963.205
318.688
341.351
214.502
49.847
4.667
34.150
31 December
2013
184
(17.732)
(88.938)
(119.413)
(9.601)
(881)
(21.606)
(258.171)
Accumulated amortization:
Brand name
Customer list
Rights
Domain names
Development costs
Other
Total
572.967
831.138
Total
Net book value
297.085
309.421
151.064
43.579
2.105
27.884
1 January
2012
Cost:
Brand name
Customer list
Rights
Domain names
Development costs
Other
NOTE 16-INTANGIBLE ASSETS (Continued)
(50.090)
(1.439)
(18.564)
(21.355)
(2.669)
(421)
(5.642)
49.689
42.459
3.086
345
3.799
Additions
3.966
340
3.626
(4.458)
(211)
(4.247)
Disposals
-
-
1.384
1.384
-
Transfers
4.143
3.599
104
440
(7.364)
(4.902)
(104)
(2.358)
Disposal of
subsidiary
(399)
(29)
(689)
901
(33)
(1.224)
675
(1.322)
(1.650)
884
(1.151)
(40)
1.177
(542)
48
48
-
-
-
Currency
translation
Change in
differences consolidation rate
568.564
(300.503)
(19.200)
(108.191)
(135.928)
(12.303)
(2.374)
(22.507)
869.067
295.435
310.305
188.643
46.625
3.523
24.536
31 December
2012
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
In addition to the movement of the intangible assets above, television programme rights amounting to TL 76.471 and TL 56.988 are included in intangible
assets in the consolidated balance sheets at 31 December 2013 and 31 December 2012, respectively. The movements of the television programme rights
during the periods ended 31 December 2013 and 2012 are as follows:
1 January
Additions
Amortization of television broadcasting rights (Note 24)
Provision for impairment of programme rights
31 December
31 December 2013
31 December 2012
56.988
59.401
(42.037)
(610)
2.729
64.296
29.520
(34.949)
(1.868)
(11)
76.471
56.988
Intangible assets with indefinite useful lives
As at 31 December 2013, the Group has determined that brand names with carrying value of TL 277.517 have indefinite useful lives (31 December 2012: TL
269.360) (Note 2). The utilization period of brand names with indefinite useful lives, as expected by the Group, is determined based on the stability of the
industry, changes in market demands as to the products and services provided through assets, control period over the assets and legal or similar restrictions
on their utilization.
Goodwill
The movements of goodwill during the periods ended 31 December 2013 and 2012 are as follows:
31 December 2013
31 December 2012
1 January
Disposal of subsidiary (1)
Impairment (3)
Other (2)
574.160
(6.458)
11.092
(3.543)
595.197
(21.278)
(43)
(576)
860
31 December
575.251
574.160
The Group has disposed of it shares in its subsidiary, Moje Delo, spletni marketing d.o.o in 2013 in accordance with the legal regulations of Slovenia.
Other relates to the changes in fair value of put options (Note 2.2).
(3)
There isn’t any provision booked for goodwill impairment as of 31 December 2013 as explained in detail in the context in Note 2. (31 December 2012: TL 18.106 of the total
impairment is related with the purchasing of subsidiaries operating in Russia by Hurriyet, one of the subsidiaries of the Group and TL 3.172 of the total impairment is related with the
goodwill measurement difference regarding the purchases of shares of Eko TV which was previously accounted as joint venture.)
(1)
(2)
185
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
Goodwill (Continued)
Goodwill is allocated to cash generating units identified based on business segments. The summary of goodwill allocated to business and geographical
segments is as follows:
2013
2012
Broadcasting-Turkey
Publishing
– Russia
– Turkey
363.238
363.238
119.422
92.591
118.331
92.591
Total
575.251
574.160
NOTE 17-GOVERNMENT GRANTS
Group obtained six investment incentives certificate for the imported equipments amounting to USD 13.805 and domestic equipments amounting to
TL 1.502 for the modernization of its printing plants in Istanbul, Ankara, Izmir, Adana, Antalya and Trabzon on 28 October, 2, 4 November and
30 December 2011. The agreements are valid for two years and equipment imported within the scope of the certificate is exempt from Customs Duty and
VAT. The investments amounting to USD 13.595 for imported equipments and TL 1.502 for domestic equipments are realized within these certificates as of
31 December 2013 (31 December 2012: USD 13.450 for imported equipments and TL 1.280 for domestic equipments.)
NOTE 18-PROVISIONS, CONTINGENT ASSETS AND LIABILITIES
The details of other short-term provisions at 31 December 2013 and 31 December 2012 are as follows:
31 December 2013
31 December 2012
Provision for lawsuits
28.522
25.936
Total
28.522
25.936
2013
2012
1 January
Additions in the current period (Note 27)
Payments related with provisions
Reversal of prior period provisions
25.936
8.611
(3.918)
(2.107)
-
19.282
11.888
(3.430)
(2.129)
325
31 December
28.522
25.936
The movements of provisions for lawsuits for the periods ended 31 December is as follows:
186
NOTE 18-PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (Continued)
(a) Lawsuits
The details of litigations against Doğan Yayın Holding and its subsidiaries that are pending at 31 December 2013 and 31 December 2012 are as follows:
31 December 2013
31 December 2012
Legal cases
Commercial cases
Business cases
Other
61.068
5.547
6.918
1.578
53.048
13.540
5.867
1.549
Total
75.111
74.004
A provision for lawsuits filed against the Group whose details are given above amounting to TL 28.522 has been provided with reference to the opinions of
the Group’s legal advisors and past experience of management related to similar litigations against the Group (31 December 2012: TL 25.936). Legal cases
mainly consist of pecuniary and non-pecuniary damages and lawsuits filed against Doğan Yayın Holding and its subsidiaries and lawsuits initiated by the
Radio and Television Supreme Council.
(b) Tax penalties and lawsuits
The Group’s decision on the requirements set out in relation to “Tax Base Increase” in Law No: 6111 “Restructuring of some receivables and Social
Security and General Health Insurance Law and Other Law Amending Certain Laws and Decrees”
The Group management plans to make use of the requirements set out in relation to “Undue and on Trial Tax Liabilities” and “Tax Base Increase” in Law
No: 6111 “Restructuring of some receivables and Social Security and General Health Insurance Law and Other Law Amending Certain Laws and Decrees”
(“Law No: 6111”), which has become effective upon the issuance in the Official Gazette No: 27857 (I.Bis) on 25 February 2011. After the amount calculated
on the basis of Law No: 6111 is paid in advance, the remaining portion which will be paid in 18 equal installments in 36 months, including the 9th
installment is paid as of 28 September 2012. In this regard, the Group has no outstanding liability under the requirements of Law No: 6111. The amount of
payment and expenses of the Group within the scope of Law No: 6111 are summarized below:
Undue and on trial tax liabilities in dispute
Under the requirements of Law No. 6111, TL 33.926 portion of the related amount is paid in cash until 30 June 2011. In this scope, TL 423.588 portion of
TL 886.772 of principal including interest is paid in 8 installments, and the remaining portion (TL 463.184) is paid including the 9th installments. TL 58.013
(31 December 2011: TL 38.595, 31 December 2012: TL 19.418) of total interest payment is made regarding “undue and on trial tax liabilities in dispute”
paid in installments. The Group has made a total payment of TL 920.698 including interest regarding its “undue and on trial tax liabilities in dispute” in
accordance with Law No: 6111 and the Group has no outstanding liability in this regard.
187
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
Tax base increase
Under the requirements of law no: 6111, TL 47.672 portion is paid in cash until 30 June 2011. In this scope, TL 15.063 portion of TL 31.534 which will be paid
in 18 installments in 36 months is paid in 8 installments, and the remaining portion (TL 16.471) is paid including the 9th month installments. TL 2.069
(31 December 2011: TL 1.372, 31 December 2012: TL 697) of total interest payment is made regarding tax base increase paid in installments. The Group has
made a total payment of TL 79.206 including interest regarding its “tax base increase” ” in accordance with Law No: 6111 and the Group has no outstanding
liability in this regard.
(c) Commitments and contingent liabilities related to the share acquisition agreement with Commerz-Film GmbH
Doğan Yayın Holding sold 90.854.185 shares (“Axel shares”), 25% of the share capital of Doğan TV Holding, to Commerz-Film GmbH (formerly registered
as Dreiundvierzigste Media Vermögengsverwaltungsgesellschaft mbH), a 100% subsidiary of Axel Springer AG, for EUR 375.000 (TL 694.312, this amount
is defined as “initial sales price”) on 2 January 2007. In accordance with the Share Sale Agreement (“Agreement”) that the initial sales price will be revised
based on whether the “initial public offering” (“IPO”) of “Axel Shares” or not.
Dates for the reassessment of the original selling price as set out in the agreement signed by Doğan Holding, Doğan Yayın Holding’s major shareholder,
Doğan Yayın Holding, Doğan TV Holding, Commerz-Film GmbH and Hauptstadtsee 809 on 19 November 2009 have been postponed for a maximum
period of 6 years without being subject to any condition. The related agreement dated 19 November 2009, was amended by a new agreement
(Amendment agreement) signed with Doğan Holding, Doğan Yayın Holding, Doğan TV Holding, Commerz-Film GmbH and Hauptstadtsee 809. V V
GmbH at 31 October 2011.
The initial sale price defined above amounting to EUR 375.000 can be amended based on the requirements explained below. As per the agreement, the
initial sale price may be subject to revision as the following depending on the “initial public offering” of Axel shares.
Doğan Yayın Holding:
In the event that Axel shares are offered to public by 30 June 2017 and if quarterly share value of “Axel Shares” in average subsequent to public offering is
less than the amount of which will be calculated by adding interest over the original selling price (as measured by using an annual combined 12 months
Euro Libor as of 2 January 2007), both the difference resulting from the quarterly share value of “Axel Shares” in average subsequent to public offering and
the original selling price and the amount calculated by adding interest over the difference would be paid by Doğan Yayın Holding to the Axel Springer
Group.
In the event that Axel shares are offered to public by 30 June 2017 and if quarterly share value of “Axel Shares” in average subsequent to public offering is
higher than the original selling price, both the difference resulting from the quarterly share value of “Axel Shares” in average subsequent to public offering
and the amount of which will be calculated by adding interest over the original selling price (as measured by using an annual combined 12 months Euro
Libor as of 2 January 2007) to the original selling price would be equally shared between the Axel Springer Group and Doğan Yayın Holding.
188
(c) Commitments and contingent liabilities related to the share acquisition agreement with Commerz-Film GmbH (Continued)
Doğan Yayın Holding (Continued):
In the event that Axel shares are not offered to public by 30 June 2017 and if the fair value of Doğan TV Holding, which will be calculated by using certain
valuation techniques as at 31 December 2015, is less than the amount of which will be calculated by adding interest over the original selling price (as
measured by using an annual combined 12 months Euro Libor as of 2 January 2007) to the original selling price, both the fair value of Doğan TV Holding,
which will be calculated by using certain valuation techniques as at 31 December 2015, and the difference of the original selling price and the amount
calculated by adding interest over the difference would be paid by Doğan Yayın Holding to the Axel Springer Group. If “Axel Shares” are not listed by the
end of 30 June 2017, the fair value based on the above-mentioned techniques would be reassessed, payments would be made to the Axel Springer Group
in accordance with the related calculations, and as detailed below Axel Springer Group’s call option of its entire or some portion of its shares to Doğan
Holding and Doğan Holding’s put option for the related shares would continue to be in effect.
In the event that Axel Springer group shares are offered to the public between 30 June 2017 and 30 June 2020, any positive difference between the initial
public offering value and the initial sales price remeasured as of 31 December 2015 (it will be remeasured using the annual 12 months Euro Libor rates on
annual compound basis starting from 2 January 2007) including interest calculated from the difference (it will be calculated using the annual Euro Libor
rates on annual compound basis effective from 1 July 2017) will be apportioned equally, whereas no transaction will take place for any negative difference.
As of the balance sheet date, the Group prepared 2014-2020 cash flow projections for Doğan Yayın Holding to determine whether Doğan Yayın Holding
assumes any liabilities in regards to the “initial sale price” regarding the Agreement. The related cash flow statements are calculated based on different initial
public offering scenarios in different terms covering 5 years and calculating the fair value of Doğan TV Holding.
Significant estimates and assumptions prepared based on TL cash flow projections for determining the fair value of Doğan TV Holding are presented as
follows:
2014-2020
%14,04
5 years average of Compound Annual Growth Rate (1)
EBITDA margin (2)
(1)
(2)
2013
%11
2014
%11
2015
%23
2016
%30
2017
%35
2018
%38
2019
%38
2020
%37
Compound Annual Growth Rate average
Earnings before interest, depreciation and tax
189
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(c) Commitments and contingent liabilities related to the share acquisition agreement with Commerz-Film GmbH (Continued)
Doğan Yayın Holding (Continued):
Cash flow projections are discounted by applying 13,4% of tax before weighted average cost of capital. (WACC – weighted average cost of capital). Growth
rate is considered as 3%.
Considering the above significant assumptions related to cash flow projections, initial public offering scenarios, fair values calculated by using the discount
rates, Agreement terms and future uncertainties, as of the balance sheet date, no liability is recorded in the accompanying consolidated financial statements
in relation to the sale of 12,43% “Axel Shares” in Doğan TV Holding capital to the Axel Springer Group by the Group management.
If the weighted average cost of capital (WACC – weighted average cost of capital) after tax used in the fair value calculation of Doğan TV Holding regarding
the above-mentioned valuation details increases by 50 basis points, the Group’s liability, which is calculated by considering the average fair value occurring
at different IPO periods by the end of 2015, would increase by TL 113.488 and if the weighted average cost of capital after tax decreases by 50 basis points,
no liability is recognized.
In addition, if cash flows considered in the determination of Doğan TV’s fair value decrease by 10%, the Group’s liability, which is calculated by considering
the average fair value calculated at different IPO periods until the end of 2015, would increase by TL 64.477, and if the related cash flows increase by 10%, no
liability is recognized.
In addition to the requirements above, if Doğan TV’s public offering occurs in 2014 under the scope of revised agreement signed at 11 June 2013 by the
Group and if the estimated initial public offering price is less than the “initial sales price”amount plus EUR 27.000 but by all means above the “initial sale
price”, positive difference as a reference account arising from the interest paid for the first and second part of DTV Put Option I of which Doğan TV is a
party to the agreement in January 2013 and January 2014 and interest for the third part of DTV Put Option I in January 2015 shall be paid by the Axel
Springer Group to Doğan Yayın Holding A.Ş..
190
191
(2)
(1)
(3)
36.149
-
-
-
805.897
-
-
959.201
61.843
-
134.217
19.087
-
-
-
-
229.571
-
33.268
-
31 December 2013
TL
USD
-
-
-
-
95.275
-
467
6.500
EUR
-
-
-
-
-
-
1.267.321
-
-
-
-
-
1.157.710
94.325
15.286
Other TL Equivalent
-
-
-
-
173.402
-
53.539
-
-
-
-
-
409.620
-
21.826
-
31 December 2012
TL
USD
The guarantees of the Group consist of letter of guarantees, guarantee notes, bails and mortgages. The details of letter of guarantees, guarantee notes, bails and mortgages are explained below.
The details are explained in Note 7.
There are mortgages amounting to TL 19.087 on property plant and equipment of Hürriyet, one of the subsidiaries of the Group, as of 31 December 2013 (31 December 2012: TL 15.286) (Note 15).
Total
A. CPM’s given in the name of its own legal
personality
Guarantees (1)
Mortgages (2) (3)
Pledges (3)
B. CPM’s given on behalf of the fully consolidated
companies
Guarantees (1)
Mortgages
Pledges
C. CPM’s given on behalf of third parties
for ordinary course of business
Guarantees
Mortgages
Pledges
D. Total amount of other CPM’s given
i) Total amount of CPM’s given on behalf of the majority
shareholder
ii) Total amount of CPM’s given on behalf of third parties
which are not in scope of B and C
ii) Total amount of CPM’s given on behalf of third parties
which are not in scope of C
TL Equivalent
Collaterals, pledges and mortgages (CPM) given by the Group at 31 December 2013 and 31 December 2012 is as follows:
(a) Letters of guarantees and guarantee notes given
NOTE 19 – COMMITMENTS
-
-
-
-
100.924
-
437
6.500
EUR
-
-
-
-
8.634
-
2.709
-
Other
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NOTE 19 – COMMITMENTS (Continued)
(a) Letters of guarantees and guarantee notes given (Continued)
Other CPM given by the Group to equity ratio is 0% as of 31 December 2013 (31 December 2012: 0%). The details of letter of guarantees and guarantee
notes given by the Group are as follows:
31 December 2013
Original
TL
currency
equivalent
Letters of guarantees-EUR
Letters of guarantees-TL
Letters of guarantees-USD
Letters of guarantees-Other
Guarantee notes – USD
Guarantee notes-TL
Guarantee notes-EUR
58.567
63.372
33.268
24.704
25
Total
171.982
63.372
71.003
24.704
73
31 December 2012
Original
TL
currency
equivalent
76.587
55.412
21.826
2.709
134.475
24.704
25
331.134
180.110
55.412
38.907
850
239.715
24.704
59
539.757
Doğan TV Holding, one of the subsidiaries of Doğan Yayın Holding, has given letters of guarantees amounting to EUR 55.000 to UEFA (Union Européenne
de Football Association or Union of European Football Associations) in 2008 for broadcasting rights of UEFA Champions League, UEFA Super Cup and
UEFA Cup games for the period 2012-2015.
(b) Guarantees and mortgages given
The details of guarantees of Doğan Yayın Holding and its shareholders’ given for the borrowings and trade payables of the Group companies and related
parties as of 31 December 2013 and 31 December 2012 are as follows:
31 December 2013
Original
TL
currency
equivalent
Bails-USD
Bails-TL
Bails-EUR
Bails-CHF
Mortgages-EUR
229.571
9.916
37.150
6.500
Total
489.973
9.916
109.091
19.087
628.067
31 December 2012
Original
TL
currency
equivalent
275.146
146.825
24.479
8.634
6.500
490.475
146.825
58.203
16.775
15.286
727.564
(c) Barter agreements
Doğan Yayın Holding and its subsidiaries, as a common practice in the media sector, enter into barter agreements, which involve the exchanging of goods
or services without any cash collections or payments.
As of 31 December 2013, the Group has a commitment for the publication of advertisements amounting to TL 10.525 (31 December 2012: TL 11.710) in
exchange for purchasing goods and services and has an option to purchase goods and services amounting to TL 32.496 (31 December 2012: TL 34.259) in
exchange of the goods or services sold.
192
NOTE 20-PROVISION FOR EMPLOYMENT BENEFITS
a) Payables regarding employee benefits
The details of payables regarding employee benefits at 31 December 2013 and 31 December 2012 are as follows:
31 December 2013
31 December 2012
Payables to personnel
Social security payables
12.938
8.312
11.577
8.000
Total
21.250
19.577
b) Short-term provisions regarding employee benefits
The details of short-term provisions regarding employee benefits at 31 December 2013 and 31 December 2012 are as follows:
31 December 2013
31 December 2012
Unused vacation provision
35.376
30.563
Total
35.376
30.563
31 December 2013
31 December 2012
1 January
Additions in the current period
Currency translation difference
Payments related with provisions
Reversal of provisions in the current period from discontinued operations
30.563
11.361
321
(6.869)
-
27.977
9.797
9
(6.398)
610
(1.432)
31 December
35.376
30.563
The movements in the provision for unused vacation for the periods ended 31 December are as follows:
193
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NOTE 20-PROVISION FOR EMPLOYMENT BENEFITS (Continued)
c) Long-term provisions regarding employee benefits
The details of long-term provisions regarding employee benefits at 31 December 2013 and 31 December 2012 are as follows:
Provision for employment termination benefits
31 December 2013
31 December 2012
84.759
78.305
Except from the legal requirements other than Turkey in which the Group operates, there are no pension plans and benefits.
Under the Turkish Labour Law, the Group is required to pay termination benefits to each employee who has completed one year of service and whose
employment is terminated without due cause, or who is called up for military service, dies or retires and achieves the retirement age. At 31 December 2013
the amount payable maximum equals to one month of salary and is limited to TL 3.254,44 (31 December 2012: TL 3.033,98) for each year of service.
On the other hand, the Group is liable to make payments to personnel who work for a minimum of 5 years and whose employment is terminated without
due cause in accordance with the Regulations with regards to Employees Employed in the Press Sector. The maximum payable amount is 30 days’ salary for
each year of service.
Provision for employment termination benefits is not subject to any legal funding. Provision for employment termination benefits is calculated by
estimating the present value of the future probable obligation arising from the retirement of the employees of the Group. In 2012, the Group has decided
to early adopt the amendments to TAS 19 which is applicable as of 1 January 2013 and recognized all actuarial gains and losses in other comprehensive
income
Actuarial assumptions used in the calculation of the retirement pay provision are as following:
-
discount rate is applied as 9,70% (31 December 2012: 7,69%), inflation rate applied as 6,40% (31 December 2012: 4,98%) and rate of increase in real
wages applied as 6,40% (31 December 2012: 4,98%) in the calculation.
-
the calculation is made based on the maximum salary rate of TL 3.254,44 effective as of 31 December 2013 (31 December 2012: TL 3.033,98).
-
age of retirement is based on considering the Company’s historical operating data and taken as the average age of retirement from the Group.
194
NOTE 20-PROVISION FOR EMPLOYMENT BENEFITS (Continued)
c) Long-term provisions regarding employee benefits (Continued)
The movements in the provision for employment termination benefits are as follows:
31 December 2013
31 December 2012
1 January
Actuarial loss
Current period service cost from continued operations
Net interest expense related to the defined benefit obligation
Loss regarding payment/cuts in benefits/termination
Payments during the year from continued operations
(78.305)
(3.303)
(7.369)
(5.027)
(2.431)
11.676
(40.786)
(36.328)
(5.107)
(4.153)
(3.280)
11.349
31 December
(84.759)
(78.305)
Total costs excluding the actuarial loss regarding employment benefits are presented in consolidated statement of profit or loss prepared as of
31 December 2013. Actuarial loss amounting to TL 3.303 (31 December 2012: TL 37.917), is presented in other comprehensive statement of profit or loss
as of 31 December 2013. Total costs regarding employment benefits as of 31 December 2013 are presented in consolidated statement of profit or loss as
explained in note 2.1.7.
NOTE 21-OTHER ASSETS AND LIABILITIES
The details of other assets and liabilities at 31 December 2013 and 31 December 2012 are as follows:
Other current assets:
31 December 2013
31 December 2012
Blocked deposit (1)
Value Added Tax (“VAT”) receivables
Prepaid taxes
Personnel advances
Work advances
Programme stocks
Other
36.592
21.735
20.084
4.954
4.440
4.044
7.789
14.634
5.228
8.578
11.553
9.120
6.385
Sub-total
99.638
55.498
Less: provision for other doubtful receivables (Note 4)
Less: provision for impairment on programme stocks (Note 27)
(873)
(1.081)
(747)
(1.081)
Total
97.684
53.670
As a guarantee for the USD 50.00 loan of the Group, a total amount of USD 17.200 has been paid including the addition to the blocked deposit amount as of 31 December 2013 related
with the principal amount of the loan based on the amended loan agreement as of 24 February 2014.
(1)
195
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NOTE 21-OTHER ASSETS AND LIABILITIES (Continued)
Movements of other doubtful receivables for the periods are as follows:
2013
2012
1 January
Provisions booked in the current period
(747)
(126)
(833)
(112)
198
31 December
(873)
(747)
31 December 2013
31 December 2012
Value Added Tax (“VAT”) receivables
Blocked deposits
Other
126.255
20
340
125.356
17
220
Total
126.615
125.593
31 December 2013
31 December 2012
Prepaid expenses (1)
Advances given
20.882
28.217
13.209
19.179
Total
49.099
32.388
31 December 2013
31 December 2012
Advances given and prepayments (1)
Prepaid expenses
Advances given for purchase of property, plant and equipment
25.708
8.201
395
20.439
6.397
186
Total
34.304
27.022
Other non-current assets:
NOTE 22 – PREPAID EXPENSES AND DEFERRED INCOME
The details of prepaid expenses and deferred income at 31 December 2013 and 31 December 2012 are as follows:
Short-term prepaid expenses:
(1) Prepaid expenses are majorly composed of prepaid rents and insurance expenses.
Long-term prepaid expenses:
(1)
Advances given and prepayments amounting to TL 25.708 (31 December 2012: TL 20.439) consist of prepayments made by Doğan TV Holding, one of the subsidiaries of Doğan
Yayın Holding, for UEFA (Union Européenne de Football Association or Union of European Football Associations) Champions League qualifying games and UEFA Cup qualifying
games of certain Spor Toto Super League teams between 2008 and 2020. In accordance with the agreements, prepayments made for the related games will be refunded to Doğan TV
Holding in the cancellation of games.
196
NOTE 22 – PREPAID EXPENSES AND DEFERRED INCOME (Continued)
Short-term deferred income:
31 December 2013
31 December 2012
Deferred income
Advances received
42.906
1.175
22.572
1.385
Total
44.081
23.957
31 December 2013
31 December 2012
Deferred income
3.563
12.364
Total
3.563
12.364
Long-term deferred income:
NOTE 23-EQUITY
Doğan Yayın Holding adopted the registered capital system and set a limit on its registered capital representing registered type shares with a nominal value
of TL 1.
Doğan Yayın Holding’s historical, authorized and issued capital at 31 December 2013 and 31 December 2012 is as follows:
Limit on registered capital
Issued capital
31 December 2013
31 December 2012
3.000.000
2.428.550
3.000.000
2.000.000
Limit on registered issued capital of Doğan Yayın Holding has been registered and increased to TL 3.000.000 in 5 June 2012.
In accordance with the authority of Article 7 of Doğan Yayın Holding’s Articles of Association, based on Doğan Yayın Holding Board of Directors’ decision
issued on 25 October 2013 numbered 2013/27 and the Capital Market Boards’ decree issued on 6 December 2013 numbered 40/1289, the issued capital
has been increased to TL 2.428.550 from TL 2.000.000 through total cash payment. All shares issued representing the cash contribution of TL 428.550
(TL 1(full) per nominal value amounting to TL 0.70 (full)) are transferred to the parent company, Doğan Holding, provided that total TL 299.985 is paid
fully and in cash under the requirements set out in the “issuance certificate” approved by the Capital Markets Board. The Group has reported to the
Capital Markets Board that the transactions and procedures related to the capital increase were performed in accordance with the requirements of
Capital Markets Board and related Communiqués and principles and procedures set out in the “issuance certificate”, and as of 27 December 2013, Article
7 “Registered and Issued Capital” of the Articles of Association is registered on the condition that the related article shall be amended to reflect the
changes arising out of the capital increase in accordance with Paragraph 1(c) of Article 25 “Procedures Subsequent to Capital Increase” of the CMB’s “Share
Communiqué” No. VII-128.1.
As described above, TL 128.565 portion of the capital increase allocated under the nominal value is recognized under the sub account “share discounts”
under equity account.
197
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NOTE 23 – EQUITY (Continued)
TL 299.985 of resource obtained from the capital increase is used in accordance with the “Report on the Usage of Resource Obtained from Capital
Increase” disclosed to the public on 3 September 2013. Accordingly, following the capital increase, TL 43.892 of liability in total, including the principal and
interest amount with the exchange rate and delay interest difference during the period between the payments of resource obtained from capital increase
to Doğan Yayın Holding, and payment to the parent company – Doğan Holding.
Doğan Yayın Holding has no privileged shares.
The ultimate shareholder of Doğan Yayın Holding is Aydın Doğan and Doğan Family (Işıl Doğan, Arzuhan Yalçındağ, Vuslat Sabancı, Hanzade V.Doğan
Boyner and Begümhan Doğan Faralyalı) and the shareholders of Doğan Yayın Holding and the historical values of shares in equity at 31 December 2013 and
31 December 2012 are as follows:
Shareholders
Doğan Holding (1)
Doğan Family
Adilbey Holding (2)
Publicly traded on Borsa İstanbul (3)
Issued capital
Adjustments to issued capital
Total
(1)
(2)
(3)
Share
(%)
31 December
2013
Share
(%)
31 December
2012
80,02
1,90
18,08
100,00
1.943.379
46.183
438.988
2.428.550
75,59
2,31
0,15
21,95
100,00
1.511.829
46.183
3.000
438.988
2.000.000
95.781
95.781
2.524.331
2.095.781
80,02% of the shares of Doğan Yayın Holding (31 December 2012: 75,59% shares) are owned by Doğan Holding, which corresponds to 33,42% of the publicly available shares of
Doğan Yayın Holding (31 December 2012: 19,00% shares) as of 31 December 2013 and 31 December 2012.
3.000.000 “publicly available” shares of Doğan Yayın Holding (exact) with a nominal value of TL 1 each have been acquired by Doğan Holding (parent company of the Group)
from Adilbey Holding A.Ş. as of 20 February 2013 in consideration of TL 0,86 (exact) per share in cash independent from Borsa İstanbul transactions based on weighted average
transaction amount at the first session provided that the transaction price remains within the margins set out in accordance with the Circular “Principles of Establishment and
Operation of Wholesale Market” of Borsa İstanbul. As a result of the above-mentioned transaction disclosed at PDP on 20 February 2013, Doğan Holding’s share in Doğan Yayın
Holding has become 75,74%.
In accordance with the Capital Markets Board’s (the “CMB”) Resolution No: 21/655 issued on 23 July 2010, it is regarded that 17,25% of the shares (31 December 2012: 20,95%) are
outstanding as of 31 December 2013 based on the Central Registry Agency’s (“CRA”) records. 51,50% of Doğan Yayın Holding’s shares (31 December 2012: 41,11%) are publicly
available as of 31 December 2013 (Note 1).
Adjustment to share capital represents the difference between cash and cash equivalent contributions to the total amounts adjusted for inflation added to
issued share capital issued and amounts before inflation adjustment.
Share Premiums/Discounts
Share premiums/discounts represent the positive or negative differences resulting from the nominal value and sales value of public shares.
Share premiums
Share discounts (-)
Total
198
31 December 2013
163.115
(128.565)
31 December 2012
163.115
-
34.550
163.115
NOTE 23 – EQUITY (Continued)
Restricted reserves
Restricted reserves are reserved from the prior period profit due to legal or contractual obligations or for certain purposes other than the profit distribution
(for example, to obtain the tax advantage of gain on sale of associates).
General Statutory Legal Reserves are reserved according to the article 519 of Turkish Commercial Code and used in accordance with the principles set out
in this article.The afore-mentioned amounts should be classified in “Restricted Reserves” in accordance with the CMB’s Financial Reporting Standards.
The details of restricted reserves at 31 December 2013 and 31 December 2012 are as follows:
Restricted reserves
31 December 2013
31 December 2012
Gain on sale of subsidiary’s shares
General legal reserves
67.979
21.693
438.708
21.693
Total
89.672
460.401
Accumulated Other Comprehensive Expenses That will not reclassified in Profit or Loss
The Company’s investment property revaluation reserves and actuarial losses of defined benefit plans that aren’t reclassified in accumulated other
comprehensive income and expenses are summarized below.
i) Investment Property Revaluation Reserves:
Real estates recognized as property, plant and equipment in prior periods, can be transferred to investment property due to changes in use. The Group has
reclassified some of its properties in 2012 as investment property and has chosen to account such investment properties at fair value. Accordingly, fair value
increase at the initial transfer amounting to TL 1.334 is recognized as revaluation reserve under shareholders equity as of 31 December 2012.
ii) Actuarial losses in defined benefit plans
Provision for employment termination benefits is calculated by estimating the present value of the future probable obligation arising from the retirement
of the employees of the Group. In 2012, the Group has decided to early adopt the amendments to TAS 19 which is applicable as of 1 January 2013 and
recognized all actuarial gains and losses in other comprehensive income. Actuarial loss recognized under equity in the balance sheet amounts to TL 26.231
(31 December 2012: 23.588 TL)
199
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NOTE 23-EQUITY (Continued)
Capital Reserves and Retained Earnings
Subsequent to the first inflation adjusted financial statements, equity items such as; “Capital, Emission Premiums, General Statutory Legal Reserves,
Statutory Reserves, Special Reserves and Extraordinary Reserves” are carried at carrying value in the balance sheet and their adjusted values based on
inflation are collectively presented in equity accounts group.
In accordance with the CMB regulations, “Share capital”, “Restricted Reserves” and “Share Premiums” shall be carried at their statutory amounts. The
valuation differences resulted due to the inflation adjustment shall be disclosed as follows:
•
•
If the difference is due to the inflation adjustment of “Issued Capital” and not yet been transferred to capital, it should be classified under “Capital
adjustment difference to share capital”;
If the difference is due to the inflation adjustment of “Restricted Reserves” and “Share Premium” and the amount has not been utilized in dividend
distribution or capital increase yet, it shall be classified under “Retained Earnings”. Other equity items are carried at the amounts valued in accordance
with CMB’s Financial Reporting Standards.
Capital adjustment differences have no other use than to be included to the capital.
The Company decides to distribute profit and makes profit distribution in accordance with the Turkish Commercial Code, Capital Market Law (CML),
Capital Market Board (CMB) Regulations and Laws; Tax Legislations; other related statutory legislation and Articles of Association and Resolutions of
General Assembly. Profit distribution is determined by Profit Distribution Policy.
On the other hand, the following can be distributed to shareholders as cash dividends,
a) Retained earnings derived from the repreprepation of comparative financial statements based on the first time adoption of TAS/TFRS
b) “Equity inflation adjustment differences” derived from resources that do not have any restriction regarding profit distribution,
c) Retained earnings derived from the first time inflation adjustment of financial statements,
In addition, if the consolidated financial statements include the “Purchasing Impact on Equity” item under equity, the related item is not considered as a
deductible or additional item when presenting net distributable profit for the period.
Considering the TCC, Capital Market laws and regulations, Corporate Tax, Income Tax and other related legislations in addition to the related requirements
of the Company’s Articles of Association and publicly disclosed “profit distribution policy”, the following decisions are made at Doğan Yayın Holding’s
General Shareholders’ Meeting held on 21 June 2013;
200
NOTE 23-EQUITY (Continued)
Dividend Distribution (Continued)
In accordance with the Communiqué No:XI-29 and related announcements of the CMB which is effective at the time, shareholders are informed about
the Group management’s decision on not distributing any profits for the accounting period 2012 under the CMB’s profit distribution requirements and
the related issue will be submitted to the approval of General Assembly. The Group has decided not to distribute any profits for the year 2012 because the
Group’s “Consolidated Net Profit for the Period” is calculated as TL 197.242, considering its “current period tax expense”, “deferred tax expense”,
“non-controlling interests” based on the audited consolidated financial statements prepared for the period January 2012-December 2012 in accordance
with Turkish Accounting Standards (TAS) and Turkish Financial Reporting Standards (TFRS) under the requirements of the CMB’s Communiqué Serial:
XI, No.29 and the Group’s “Net Loss for the Period” is calculated as TL 1.890.314 after deducting TL 2.019.577 of “Accumulated losses” and TL 67.979 of
gain on sale of subsidiary (75% of total gain on sale of subsidiary), which is not subject to dividend distribution for the period January 2012-December
2012, recognized in the temporary “special funds” account under liabilities for five years and calculated in accordance with the Turkish Commercial Code
(“TCC”)/Tax Procedures Law (“TPL”) to make use of the exemption in Article 5-1/e of the Corporate Income Tax Law based on the board’s decision no:
2013/10 issued at 09.04.2013 in accordance with the Tax Law, Capital Markets Law and other relevant financial legislations.
-Based on the statutory records prepared for the period 1 January 2012-31 December 2012 in accordance with Turkish Commercial Code (TCC)/Tax
Procedures Law (TPL), net income of TL 87.183 has been identified and in order to take advantage of the exemption clause of Corporate Income Tax
Law No. 5-1/e with the board decision 2013/10 taken as of 09.04.2013, in accordance with the Tax Law, Capital Markets Law and other relevant financial
regulations, after the deduction of TL 230.373 of “Accumulated Losses” and TL 67.979 (75% of total gain on sale of subsidiary), which is recognised in
temporary “special funds account” in liabilities for five years and calculated according to Turkish Commercial Code (TCC)/Tax Procedures Law (TPL) and
not subject to dividend distribution for the period 1 January 2012-31 December 2012, “Net Loss for the period”, is calculated as TL 211.169. TL 438.708 of
income that is exempt from tax which was recognized in “special fund account” in liabilities for a period of five years in accordance with the Corporate Tax
Law in order to take advantage of tax exemption, has been reclassified to “Extraordinary Shares” and has been decided to be fully offset against TL 211.169
of “Accumulated Losses” with “Extraordinary Shares”.
The CMB’s requires the disclosure of total amount of net profit in the statutory records and other resources which may be subject to distribution.. As of the
balance sheet date, the Company’s gross amount of resources that may be subject to the profit distribution based on the statutory records amounts to
TL 464.605.
201
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NOTE 24-REVENUE AND COST OF SALES
Sales revenue
The details of operating revenue for the periods ended 31 December 2013 and 2012 are disclosed in Note 4-Segment Reporting.
The details of sales are as follows:
2013
2012
Gross sales
-Domestic sales
-Sales abroad
Sales returns and discounts
2.637.373
292.415
(406.215)
2.463.371
406.135
(409.183)
Total
2.523.573
2.460.323
2013
2012
644.683
313.641
378.370
640.265
313.114
381.690
1.336.694
1.335.069
2013
2012
608.836
400.881
122.724
604.500
303.657
161.442
1.132.441
1.069.599
2013
2012
Gsm card sales revenue and other revenue
54.438
55.655
Total
54.438
55.655
The details of sales for the publishing segment are as follows:
Advertising revenue
Circulation and printing revenue
Other (1)
Total
(1)
Other sales related to publishing segment consist of distribution, sale of paper and other revenues.
The details of sales for the broadcasting segment are as follows:
Advertising revenue
Subscriber sales
Other
Total
The details of sales for the other segment are as follows:
202
NOTE 24-SALES AND COST OF SALES (Continued)
Cost of sales
The details of cost of sales for the business segments for the periods ended 31 December 2013 and 2012 are as follows:
2013
2012
(947.898)
(884.435)
(38.272)
(934.537)
(757.196)
(43.861)
(1.870.605)
(1.735.594)
2013
2012
Cost of trade goods sold
Payroll and news production costs
Paper costs
Printing, production and other raw material costs
Depreciation and amortization (Note 15,16)
Commissions
Other
(280.677)
(235.043)
(193.269)
(97.317)
(36.280)
(17.400)
(87.912)
(279.374)
(216.103)
(207.967)
(98.674)
(37.515)
(17.710)
(77.194)
Total
(947.898)
(934.537)
Publishing
Broadcasting
Other
Total
The details of cost of sales for the publishing segment are as follows:
203
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NOTE 24-SALES AND COST OF SALES (Continued)
The details of cost of sales for the broadcasting segment are as follows:
2013
2012
Television programme production costs
Adsl receiver costs
Personnel expenses
Cost of trade goods sold
Amortization expenses of television programme rights (Note 16)
Satellite usage fees
RTUK share in advertisement
Other
(395.119)
(102.656)
(94.060)
(52.225)
(82.768)
(42.037)
(21.290)
(18.786)
(75.494)
(345.612)
(63.876)
(82.357)
(47.612)
(76.962)
(34.949)
(23.784)
(17.701)
(64.343)
Total
(884.435)
(757.196)
2013
2012
Gsm card sales expenses and other expenses
(38.272)
(43.861)
Total
(38.272)
(43.861)
The details of cost of sales for other segment are as follows:
NOTE 25-MARKETING EXPENSES AND GENERAL ADMINISTRATIVE EXPENSES
The details of marketing expenses and general administration expenses for the periods ended 31 December 2013 and 2012 is summarized below:
Marketing expenses:
Advertisement expenses
Personnel expenses
Transportation, storage and
travel expenses
Promotion expenses
Communication expenses
Dealer shop premium expenses
Consulting expenses
Services outsourced
Rent expenses
Other
Total
204
2013
2012
(97.807)
(72.188)
(77.382)
(64.066)
(48.396)
(23.647)
(24.438)
(10.116)
(6.449)
(5.850)
(5.687)
(5.068)
(17.460)
(49.181)
(20.575)
(9.410)
(9.411)
(5.825)
(6.594)
(4.828)
(3.030)
(18.230)
(317.106)
(268.532)
NOTE 25-MARKETING EXPENSES AND GENERAL ADMINISTRATIVE EXPENSES (Continued)
General administrative expenses:
2013
2012
Personnel expenses
Consulting expenses
Services outsourced
Rent expenses
Transportation, storage and travel expenses
Various taxes
Other
(151.974)
(51.751)
(36.714)
(17.555)
(14.711)
(12.592)
(7.788)
(29.130)
(139.108)
(48.777)
(39.963)
(17.311)
(13.902)
(11.711)
(9.839)
(29.764)
Total
(322.215)
(310.375)
NOTE 26-EXPENSES BY NATURE
As of 31 December 2013 and 2012, expenses are disclosed by function and the details of the expenses are summarized in Note 24 and Note 25.
205
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NOTE 27 – OTHER INCOME/EXPENSES FROM OPERATING ACTIVITIES
The details of other income and expenses from operating activities for the periods ended 31 December 2013 and 2012 are as follows.
Other income from operating activities:
2013
2012
Foreign exchange gains from operating activities
Unearned finance income due to sales with maturity
Interest income on bank deposits
Reversed provisions
Usage of VAT discount (Note 2.3.1 b)
Rent income
Other
100.431
61.873
20.989
14.307
4.907
863
22.110
85.467
49.715
51.725
37.562
2.069
559
12.113
Total
225.480
239.210
2013
2012
(61.619)
(34.434)
(19.144)
(8.611)
(5.709)
(2.947)
(1.881)
(610)
(19.123)
(49.930)
(37.986)
(15.844)
(11.888)
(5.007)
(4.247)
(3.590)
(1.868)
(19.418)
(697)
(4.579)
(154.078)
(155.054)
Other expenses from operating activities:
Foreign exchange losses from operating activities
Provision for doubtful receivables (Note 9)
Unearned finance expense due to purchases with maturity
Donations
Other penalties and compensations paid
Provision for impairment of inventories
Provision for impairment of program rights and stocks
Tax liability in dispute finance expense regarding 6111 law
Tax base increase finance expense regarding 6111 law
Other
Total
206
NOTE 28 – INCOME AND EXPENSES FROM INVESTING ACTIVITIES
The details of income and expenses from investing activities for the periods ended 31 December 2013 and 2012 are as follows.
Income from investing activities:
2013
2012
Foreign exchange gains
Interest income on bank deposits
Gain on sale of property, plant and equipment
Interest income on marketable securities
Gain on sale of subsidiary share
Annulment indemnity of put option agreement of Turner
52.577
10.149
2.324
1
-
32.099
4.538
181.819
516
2.436
45.767
Total
65.051
267.175
2013
(6.627)
(5.995)
(2.527)
-
2012
(17.903)
(36.790)
(21.278)
(15.149)
(75.971)
2013
2012
Foreign exchange gains
6.790
53.869
Total
6.790
53.869
2013
2012
Foreign exchange losses
Interest expense on bank borrowings
Bank commission expenses
Other
(233.816)
(103.825)
(11.131)
(3.584)
(43.782)
(87.293)
(8.990)
(13.064)
Total
(352.356)
(153.129)
Expenses from investing activities:
Loss on sale of property, plant and equipment
Foreign exchange losses
Loss on sale of subsidiary share
Goodwill impairment
Total
DİPNOT 29 – FINANCE INCOME AND EXPENSES
The details of finance income and expenses for the periods ended 31 December 2013 and 2012 are as follows:
Finance income:
Finance expenses:
207
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NOTE 30-DISPOSAL OF SUBSIDIARY
Hürriyet, one of the subsidiaries of the Group has disposed of it shares in its subsidiary, Moje Delo, spletni marketing d.o.o in 2013 in accordance with the
legal regulations of Slovenia
Net book value of assets disposed
31 December 2013
Current assets
Trade receivables
Other receivables
268
168
118
26
Non-current assets
Property, plant and equipment and intangible assets (Note 15,16)
Deferred tax asset
511
4
Current liabilities
Other trade payables
Other payables
Net assets disposed
1.860
71
425
(1.261)
Loss on sale of subsidiary
Group’s share in net assets disposed (%55)
Goodwill (Note 16)
(694)
6.458
Sales amount:
Cash and cash equivalents paid
3.237
Net cash inflow from sales: (Less) cash and cash equivalents disposed of
Total amount of cash proceeds
(268)
2.970
Loss on sale of subsidiary (Note 28)
208
(2.527)
NOTE 31-INCOME TAXES
Turkish tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return. Therefore, provisions for taxes, as reflected in
these consolidated financial statements, have been calculated on a separate-entity basis for the all subsidiaries consolidated on line-by-line basis.
Corporate tax
Corporate tax liabilities as of 31 December 2013 and 31 December 2012 are as follows:
Corporate and income taxes payable
Prepaid taxes
Income taxes payable
31 December 2013
31 December 2012
48.158
(46.143)
78.577
(71.050)
2.015
7.527
Turkey
The Corporate Tax Law has been amended as of 13 June 2006 by Law No: 5520. The majority of the clauses of Law No: 5520 are effective as of 1 January
2006. Corporate tax rate for the fiscal year 2013 is 20% (2012: 20%) for Turkey. Corporate tax is payable at a rate of 20% on the total income of the Group
after adjusting for certain disallowable expenses, corporate income tax exemptions (investment allowance, etc.) and corporate income tax deductions
(such as research and development expenditures deduction). No further tax is payable unless there is dividend distribution.
Dividends paid to non-resident companies having representative offices in Turkey and resident companies are not subject to withholding tax. Dividends
paid to companies except for those companies are subject to 15% of withholding tax. An increase in capital via issuing bonus shares is not considered as a
profit distribution and thus does not incur withholding tax.
Companies calculate corporate tax quarterly at the rate of 20% over their corporate income and these amounts are disclosed by the end of 14th day and
paid by the end of the 17th day of the second month following each calendar quarter-end. Advance taxes paid in the period are offset against the following
period’s corporate tax liability. If there is an outstanding advance tax balance as a result of offsetting, the related amount may either be refunded in cash or
used to offset against for other payables to the government.
Tax Law No: 5024 “Amendments in Tax Procedural Law, Income Tax Law and Corporate Tax Law” published in the Official Gazette on 30 December 2003
requires income tax and corporate taxpayers whose earnings are determined based on the balance sheet to prepare their statutory financial statements
by adjusting the non-monetary assets and liabilities for the changes in the general purchasing power of the Turkish Lira effective from 1 January 2004. In
accordance with the provisions of the afore-mentioned Law provisions, in order to apply inflation adjustment, the cumulative inflation rate (D-PPI increase
rate) over the last 36 months and 12 months (D-PPI increase rate) must exceed 100% and 10%, respectively. Inflation adjustment has not been applied as
the related threshold has not been met as of 2005 calendar year.
In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns by the 25th of the fourth month
following the close of the financial year to which they relate.
209
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NOTE 31-INCOME TAXES (Continued)
Corporate tax (Continued)
Tax authorities can review accounting records within five years and if they determine any errors on the accounting records, tax payable can be reassessed as
a result of another tax assessment.
Under the Turkish tax legislation, tax losses can be carried forward to offset against future taxable income for up to five years.
As publicly disclosed on 19 April 2011, the Company plans to make use of the requirements set out in relation to “Tax Base Increase” in Law No: 6111
“Restructuring of some receivables and Social Security and General Health Insurance Law and Other Law Amending Certain Laws and Decrees”; therefore,
50% of losses attributable to the periods that are subject to tax base increase will not be offset against the income to be obtained in 2010 and subsequent
periods.
As of 31 December 2013, the Company has offset its financial losses attributable to the calculation of offsetting of tax asset against deductible financial
losses or current tax provision in accordance with the above-mentioned principles.
There are numerous exemptions in the Corporate Tax Law concerning the corporations. The exemptions that are related to the Group are as follows:
Exemption for participation in subsidiaries
Dividend income from participation in shares of capital of another fully fledged taxpayer corporation (except for dividends from investment funds
participation certificates and investment partnerships shares) are exempt from corporate tax.
Issued premiums exemption
Gains from issued premiums derived from the disposal of sales at nominal values during incorporations and the capital increase of joint stock companies
are exempt from corporate tax.
Exemption for participation into foreign subsidiaries
For companies participating in 10% or more of the capital of a non-resident limited liability or joint stock company,(except for those whose principal
activity is financial leasing or investment property) for at least one year until the date of the income is generated and transferred to Turkey until the
date of the filing of the corporate income tax return of the fiscal year in which the income is generated is exempt from corporation tax subject to those
subsidiaries being subject to corporate income tax, or alike, in their country of legal residence or business centre at the rate of at least 15% (minimum
corporate income tax applicable in Turkey for those whose principal activity is finance assurance or insurance).
210
NOTE 31 – INCOME TAXES (Continued)
Exemption for sale of participation shares and property
75% of the gains derived from the sale of preferential rights, usufruct shares and founding shares from investment equity and real property which have
remained in assets for more than two full years are exempt from corporate tax. For exemption, the relevant gain is required to be held in a fund account in
liabilities for at least five years. The cost of the sale should be collected until the end of the second calendar year following the year of the sale.
The details of effective tax laws in the Russian Federation where the Group performs a significant part of its operations are as follows:
Russian Federation
The corporate tax rate effective in the Russian Federation is 20% (2012: 20%).
The Russian tax year is the calendar year and fiscal year ends other than the calendar year end are not applicable in the Russian Federation. The income
taxes over gains are calculated annually. Tax payments are made monthly or depending on tax payer’s discretion, it can be made monthly or quarterly by
using different calculation methods. Corporate tax declarations are given until 28th of March following the fiscal year end.
According to the Russian Federation’s tax legislation, financial losses can be carried forward for 10 years to be deducted from future taxable income.
Restriction on the deductible financial losses has been revoked as of 2007. Maximum amount that can be deducted in any year is limited to 30% of the
taxable income (2012: 30%). Rights related to tax losses that have not been utilized in the related years are expired.
Tax can be refunded in practice; however, refund is generally available following the outcome of legal procedures. Consolidated tax reporting or tax
payment of parent companies or subsidiaries is not allowed. In general, dividend payments that are paid to foreign shareholders are subject to 15%
withholding tax. Based on bilateral tax agreements, withholding tax rate can be decreased.
The tax legislation of the Russian Federation is subject to various interpretations and changes frequently. The interpretation of tax legislation by tax
authorities regarding the business of TME may differ from the management’s interpretation.
211
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NOTE 31-INCOME TAXES (Continued)
The tax rates at 31 December 2013 applicable in the foreign countries, where the significant part of the Group’s operations is performed, is as follows:
Country
Tax rates (%)
28,0
19,0
20,0
19,0
17,0
18,0
20,0
25,0
Germany (1)
Hungary (2)
Croatia
Ukraine (3)
Slovenia
Belarus
Kazakhstan
Netherlands (4)
Corporate tax rate is applied as 15% for Germany. An additional solidarity tax of 5,5% and municipal commerce tax varying in between 14-17% is also applied over the corporate
tax.
(2)
Tax rate is 10% for the tax base up to initial 500 million Hungarian Forint, 19% for over 500 million Hungarian Forint.
(3)
From 1 January 2013, tax rate has decreased to 19% from 21%. Tax rate will be decreased to 16% as of 1 January 2014.
(4)
Tax rate is 20% for the tax base up to initial 200.000 EUR, 25% for over 200.000 EUR
(1)
Deferred taxes
The Group recognizes deferred tax assets and liabilities based upon temporary differences arising between their financial statements as reported under the
POA’s Financial Reporting Standards and their statutory tax financial statements. These differences usually result in the recognition of revenue and expenses
in different reporting periods for the POA’s Financial Reporting Standards and tax purposes.
Deferred taxes are calculated on temporary differences that are expected to be realized or settled based on the taxable income in coming years under the
liability method using tax rates enacted at the balance sheet dates.
Deferred tax assets and liabilities are presented in net in the consolidated financial statements of the Group, since they are presented in net in the financial
statements of subsidiaries and joint ventures, which are each individual tax payers. Temporary differences deferred tax assets and deferred tax liabilities at
the table below are presented based on gross amounts.
212
The composition of cumulative temporary differences and the related deferred tax assets and liabilities in respect of items for which deferred tax has been
provided at 31 December 2013 and 31 December 2012 using the enacted tax rates is as follows:
Cumulative
temporary differences
31 December
31 December
Carry forward tax losses
Provision for doubtful receivables
Provision for employee termination
benefit and unused vacation
Other
2013
2012
2013
2012
(273.439)
(68.616)
(150.159)
(55.582)
54.688
13.724
30.031
11.024
(120.135)
(53.949)
(108.868)
(79.914)
23.758
12.717
21.778
16.064
104.887
78.897
(113.930)
(1.605)
(1.919)
(115.771)
(874)
(1.190)
(117.454)
(117.835)
(12.567)
(38.938)
Deferred tax assets
Difference between the tax base and
carrying value of property, plant
and equipment and intangible assets
Fair value of investment property
Other
Deferred tax liabilities
Deferred tax (liability), net
Deferred tax
assets/(liabilities)
31 December
31 December
547.332
32.097
9.453
575.707
18.323
5.597
The deferred tax assets and liabilities of the Group and its subsidiaries are shown net in the financial statements. In the consolidated financial statements
of the Group as of 31 December 2013, TL 117.721 (31 December 2012: TL 85.958) of deferred tax asset and TL 130.288 (31 December 2012: TL 124.896)
deferred tax liability is recognised based on temporary differences arising between the carrying values and tax values of assets and liabilities in the financial
statements.
213
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The Group recognised deferred tax assets over TL 273.439 of carry forward tax losses in the consolidated financial statements prepared in accordance with
the CMB’s Financial Reporting Standards as at 31 December 2013 (31 December 2012: TL 150.159). The maturity analysis of carry forward tax losses is as
follows:
The years for which the financial losses can be used are proposed below:
31 December 2013
31 December 2012
2013
2014
2015
2016
2017 and after
84.480
35.250
38.607
115.102
4.261
90.552
21.822
33.524
-
Total
273.439
150.159
Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against
which the deductible temporary difference can be utilized. As of 31 December 2013, the Group does not recognize deferred tax from carry forward tax
losses amounted to TL 796.969 (31 December 2012: TL 952.700).
The movements in deferred tax asset/(liability) for the periods ended 31 December 2013 and 2012 are as follows:
31 December 2013
31 December 2012
1 January
Deferred income tax benefit/(charge)
from continued operations
Acquisition of entities under common control
Actuarial loss tax effect recognized in other comprehensive income
Investment property revaluation fund deferred tax effect recognized in other comprehensive income
(38.938)
(77.269)
28.340
2.247
660
(4.774)
(102)
31.449
7.508
(567)
(75)
16
31 December
(12.567)
(38.938)
31 December 2013
31 December 2012
Current period tax expense
Deferred tax income
(48.158)
28.340
(78.577)
31.449
Total tax expense
(19.818)
(47.128)
Income taxes recognized in the consolidated statement of profit or loss as of 31 December 2013 and 2012 is as follows:
214
The reconciliation of the taxation on income in the consolidated statement of profit or loss for the periods ended 31 December 2013 and 2012 and the
taxation on income calculated with the current tax rate over income before tax are as follows:
31 December 2013
31 December 2012
Profit/(loss) before income taxes from continued operations
Tax calculated using the current tax rate of 20%
Deductible carry forward tax losses
Income not subject to tax
Carry forward losses for which no deferred tax asset was recognized
Non-deductible expenses/expenses not subject to tax
Goodwill impairment
The reversal previously deferred tax calculated from carryforward tax losses
Withholding tax payment related to operations abroad
Tax base increase expenses
Other
(208.422)
41.684
6.457
2.788
(63.298)
(12.177)
4.728
322.628
(64.526)
16.872
38.406
(23.627)
(19.701)
(3.621)
17.741
3.589
(7.121)
(3.871)
(1.269)
Tax expense
(19.818)
(47.128)
NOTE 32-EARNING/(LOSS) PER SHARE
Earning/(loss) per share for each class of shares disclosed in the consolidated statement of profit or loss is determined by dividing the net income/(loss) by
the average number of shares.
2013
(187.726)
2012
197.242
2.022.308.082
2.000.000.000
(9,28)
9,86
Net profit/(loss) for the period attributable
to equityholders of the parent company
from discontinued operations
(12.155)
(1.839)
Net profit/(loss) for the period attributable
to equityholders of the parent company
from continued operations
(175.571)
199.081
2.022.308.082
2.000.000.000
Basic and diluted (loss)/earning per share (Kr)
attributable to continued operations
(8,68)
9,95
Basic and diluted (loss)/earning per share (Kr)
attributable to discontinued operations
(0,60)
0,09
Net profit/(loss) for the period attributable to equityholders of the parent company
Weighted average number of shares
with face value of TL 1 each
(Loss)/earning per share (Kr)
Weighted average number of shares
with face value of TL 1 each
215
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NOTE 33-RELATED PARTY DISCLOSURES
For the purpose of these consolidated financial statements, related parties are referred to as legal entities in which Doğan Holding directly or indirectly has
participation, including any entities under common control; real persons and/or legal entities that have direct or indirect individual or joint control over the
company and their close family members (relatives up to second-degree) and legal entities having direct or indirect individual or joint control by them and
legal entities having significant effect over the Company or their key management personnel; Company’s affiliates, subsidiaries and members of the Board of
Directors, key management personnel and their close family members (relatives up to second-degree) and real persons and/or legal entities that are directly
or indirectly controlled individually or jointly. As of the balance sheet date, the details of due to/from related parties and related party transactions for the
years ended as of 31 December 2013 and 31 December 2012 are summarized as below:
a) Balances with related parties:
Short-term trade receivables from related parties:
Delüks Elektronik Hizmetler ve Ticaret A.Ş. (1)
D Elektronik Şans Oyunları ve Yayıncılık A.Ş. (“D Elektronik Şans Oyunları”) (2)
Doğan Müzik Kitap Mağazacılık ve Pazarlama A.Ş. (3)
Doğan Portal ve Elektronik Ticaret A.Ş. (“Doğan Portal”)
D Market Elektronik ve Ticaret A.Ş. (“D Market”)
Doğan İnternet Yayıncılığı ve Yatırım A.Ş. (4)
Tipeez İnternet Hizmetleri A.Ş. (“Tipeez”) (5)
Other
Total
(3)
(4)
31 December 2013
31 December 2012
2.995
1.044
1.870
678
2.944
5.754
19
541
2.258
858
1.089
9.404
1.710
1.509
15.285
17.388
The receivables are related with the rental service of vehicles of the Group.
The receivables are related with the advertising sales of the Group.
The receivables are related with the advertising and trade goods sales of Group.
Because the Group has acquired Doğan İnternet Yayıncılığı ve Yatırım A.Ş, an entity under common control, in the current period, current period balances and transactions have
been eliminated in the preparation of consolidated financial statements.
(5)
In the current period, all of the shares of Tipeez, which is an entity under common control, has been sold to the controlling shareholder, Tweege Holdings LP.
(1)
(2)
216
NOTE 33-RELATED PARTY DISCLOSURES (Continued)
a) Balances with related parties (Continued):
Short-term trade payables to related parties:
Doğan Burda Dergi Yayıncılık ve Pazarlama A.Ş. (“Doğan Burda”) (1)
Doğan Şirketler Grubu Holding A.Ş (“Doğan Holding”) (2)
Doğan ve Egmont Yayıncılık ve Yapımcılık Ticaret A.Ş. (“Doğan Egmont”) (3)
Galata Wind Enerji A.Ş. (“Galata Wind”) (4)
Other
31 December 2013
33.785
10.440
3.695
1.676
983
31 December 2012
10.391
3.224
4.482
1.616
1.421
50.579
21.134
Total
(3)
(4)
(1)
(2)
The payables of the Group consist of the commercial advertising sales besides outsourced magazines, books and printing services.
The payables of the Group to Dogan Holding consist of the services like consulting and technical support services.
The payables of the Group to Dogan Egmont consist of the advertisement and commercial goods sales.
The payables of the Group to Galata Wind consist of the providing of electrical power to the building and supply facilities.
b) Significant sales to and significant purchases from related parties for the periods ended 31 December 2013 and 2012:
Asset, service and product sales to related parties:
2013
2012
D-Market Elektronik Hizmetler ve Ticaret A.Ş. (2)
Delüks Elektronik Hizmetler ve Ticaret A.Ş. (4)
Doğan Şirketler Grubu Holding A.Ş. (“Doğan Holding”) (5)
Doğan İnternet Yayıncılığı ve Yatırım A.Ş. (6)
Other
21.757
18.243
9.349
5.575
2.667
905
5.339
22.209
11.539
9.592
4.399
19
142.110
17.700
7.865
Total
63.835
213.132
(3)
(4)
(5)
(6)
(1)
(2)
Besides the commercial advertising sales of the Group to Dogan Burda, consists of outsourced magazines, books and printing services.
Consists of the trade goods sales of the Group.
Consists of the advertising sales and trade goods sales of the Group.
Consists of the rental services for vehicles of the Group.
Doğan Müzik Kitap Mağazacılık, one of the subsidiaries of the Group, has been sold to Doğan Holding as of 16 January 2012 in consideration of TL 139.404 (Note 36).
Because the Group has acquired Doğan İnternet Yayıncılığı ve Yatırım A.Ş, an entity under common control, in the current period, current period balances and transactions have
been eliminated in the preparation of consolidated financial statements.
217
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
b) Significant sales to and significant purchases from related parties for the periods ended 31 December 2013 and 2012 (Continued):
Service and product purchases from related parties:
Doğan Şirketler Grubu Holding A.Ş. (“Doğan Holding”) (2)
Galata Wind Enerji A.Ş. (“Galata Wind”) (3)
Milta Turizm İşletmeleri A.Ş. (“Milta Turizm”) (4)
Ortadoğu Otomotiv Ticaret A.Ş. (5)
Dergi Pazarlama Planlama ve Ticaret A.Ş. (“DPP”) (6)
Other
Total
(3)
(4)
(5)
(6)
(7)
(1)
(2)
2013
2012
37.353
24.809
17.182
14.063
12.989
8.793
5.721
4.626
36.096
26.262
12.763
13.554
8.253
5.917
2.087
7.144
125.536
113.897
Payables of the Group consist of the magazine distribution service.
The Group’s financial, legal, information technology and consulting services in other areas are provided by Doğan Holding A.Ş.
Consists of the supply for electrical power to the building and supply facilities.
Consists of portion of car rent, organization and transportation services provided by Milta of the Group.
Consists of the rent amounts of Trump Tower.
Consists of the magazine distribution services.
Consists of the amount for newspaper distribution services.
c) Purchase of property plant and equipment and intangible asset from related parties for the periods ended 31 December 2013 and 2012
2013
2012
D Market Elektronik ve Ticaret A.Ş. (“D Market”)
D-Yapı
Milpa Ticari ve Sınai Ürünler Paz.San.ve Tic. A.Ş.
50
-
89
2.620
490
100
Total
50
3.299
218
d) Other significant transactions with related parties for the periods ended 31 December 2013 and 2012:
Finance income:
2013
2012
455
383
143
287
7.857
14
15
1.268
7.886
2013
2012
Doğan Holding (1)
Other
11.057
109
10
-
Total
11.166
10
D Portal
Doğan Holding
D-Elektronik Şans Oyunları
Other
Total
Finance expenses:
(1)
Consists of the interest and exchange loss expenses regarding the financial loan amounting to USD 20.000 of the Group obtained from Doğan Holding in 2013.
e) Other significant transactions with related parties for the years ended 31 December 2013 and 2012:
Remuneration of the members of the Board of Directors and key management personnel:
Doğan Yayın Holding has determined the key management personnel as the members of the board of directors and executive committee members.
The compensation of key management personnel includes salaries, bonus, health insurance, communication and transportation and total amount of
compensation is explained below.
2013
2012
Salaries and other short term benefits
Post-employment benefits
Other long term benefits
Termination benefits
Share based payments
2.647
-
4.751
-
Total
2.647
4.751
219
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
NOTE 34-FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
34.1 Financial risk management
The Group’s activities expose it to a variety of financial risks; these risks are credit risk, market risk including the effects of changes in debt and equity market
prices, foreign currency exchange rates, fair value interest rate risk and cash flow interest rate risk, and liquidity risk. The Group’s overall risk management
programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Group.
The Group use derivative financial instruments in a limited manner to hedge these exposures.
Financial risk management is carried out by individual subsidiaries and joint ventures under the policies, which are approved of their Board of Directors
within the limits of general principles set out by Doğan Yayın Holding.
34.1.1 Credit risk
Credit risk involves the risk that counterparties may be unable to meet the terms of their agreements. These risks are monitored by credit ratings and by
limiting the aggregate risk to any individual counterparty. The credit risk is generally highly diversified due to the large number of entities comprising the
customer bases and their dispersion across many different industries.
220
221
A. Net book value of neither past due nor impaired
financial assets
-Guaranteed amount by collateral
B. Book value of restructured otherwise accepted as past due
and impaired financial assets
C. Net book value of past due but not impaired assets (Note 9)
-Guaranteed amount by collateral (Note 9)
D. Impaired asset net book value
-Past due (gross amount) (Note 9,21)
-Impairment (-) (Note 9)
-Net value collateralized orguaranteed part of net value
-Not overdue (gross amount)
-Impairment (-)
-Net value collateralized orguaranteed part of net value
E. Off-balance sheet items bearing credit risk
Maximum net credit risk as of balance sheet date
-The part of maximum risk under guarantee with collateral
(Note 9-10)
31 December 2013
209.991
(209.991)
-
173.985
28.383
-
538.777
13.712
42.095
-
15.285
-
712.762
15.285
Trade receivables
Related party
Other
NOTE 34-FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)
-
-
-
-
-
873
(873)
-
-
121.496
-
-
121.496
Other receivables
Related party
Other
-
-
531.197
-
-
531.197
Cash and cash
equivalents
-
-
-
-
-
Financial
investments
-
-
28.217
-
-
28.217
Other
assets
222
A. Net book value of neither past due nor impaired financial
assets
-Guaranteed amount by collateral
B. Book value of restructured otherwise accepted as past due
and impaired financial assets
C. Net book value of past due but not impaired assets (Note 9)
-Guaranteed amount by collateral (Note 9)
D. Impaired asset net book value
-Past due (gross amount) (Note 9,21)
-Impairment (-) (Note 9,21)
-Net value collateralized or guaranteed part of net value
-Not overdue (gross amount)
-Impairment (-)
-Net value collateralized or guaranteed part of net value
E. Off-balance sheet items bearing credit risk
Maximum net credit risk as of balance sheet date
-The part of maximum risk under guarantee with collateral
(Note 9-10)
31 December 2012
522.904
19.518
130.847
20.753
195.755
(195.755)
-
-
40.271
-
17.388
-
653.751
17.388
Trade receivables
Related party
Other
-
-
-
-
-
747
(747)
-
-
515.874
313.738
313.738
515.874
Other receivables
Related party
Other
-
-
477.599
-
-
477.599
Cash and cash
equivalents
-
-
-
-
-
Financial
investments
-
-
19.179
-
-
19.179
Other
assets
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
34.1.1 Credit risk (Continued)
Trade receivables
The credit quality of trade receivables which is past due but not impaired is as follows:
31 December 2013
Related
Other
party
receivables
31 December 2012
Related
Other
party
receivables
0-1 months overdue
1-3 months overdue
3-12 months overdue
1-5 years overdue
-
65.144
59.344
36.339
13.158
-
49.138
41.226
31.556
8.927
Total
-
173.985
-
130.847
The credit quality of trade receivables impaired is as follows:
31 December 2013
Related
Other
party
receivables
31 December 2012
Related
Other
party
receivables
0-3 months overdue
3-6 months overdue
6-12 months overdue
1-5 years overdue
-
30.422
2.252
6.051
171.266
-
2.517
14.278
7.387
171.573
Less: provision for impairment
-
(209.991)
-
(195.755)
Total
-
-
-
-
223
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
34.1.2 Interest rate risk
The Group is exposed to interest rate risk through the impact of rate changes on interest bearing liabilities and assets. These exposures are managed using
natural hedges that arise from offsetting interest rate sensitive assets and liabilities and by limited use of derivative instruments.
Borrowings issued at floating rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rate expose the Group to fair value interest
rate risk. As of 31 December 2013 and 31 December 2012, the Group’s borrowings at floating rates are predominantly denominated in US Dollars and Euros.
At 31 December 2013, if interest rates on US dollar denominated borrowings had been higher/lower by 100 basis points with all other variables held
constant, loss before income taxes would have been TL 5.259 (31 December 2012: TL 10.427) higher/lower, mainly as a result of high interest expense on
floating rate borrowings.
At 31 December 2013, if interest rates on Euro denominated borrowings had been higher/lower 100 basis points with all other variables held constant,
loss before income taxes would have been TL 425 (31 December 2012: TL 1.050) higher/lower, mainly as a result of high interest expense on floating rate
borrowings.
The table presenting Company’s fixed and floating rate financial instruments is shown below:
Financial instruments with fixed rate
31 December 2013
31 December 2012
446.898
396.928
909.806
416.849
31 December 2013
31 December 2012
577.024
1.188.750
Financial assets
-Banks (Note 5)
Financial liabilities (Note 7)
Financial instruments with floating rate
Financial liabilities (Note 7)
224
34.1.2 Interest rate risk (Continued)
The analysis of average annual interest rate (%) of financial assets and liabilities of the Group is as follows:
USD
31 December 2013
EUR
TL
USD
31 December 2012
EUR
TL
Assets
0,35-4,27
0,20-2,50
6,50-9,15
0,10-5,35
0,25-3,45
5,00-12,30
Liabilities
Financial liabilities
3,00-6,45
3,25-5,71
0-11,20
2,65-6,40
1,33-5,11
5,75-10,40
The distribution of sensitivity to interest rates about the period for reprising of financial assets and liabilities is as follows:
Up to
3 months
3 months1 year
1 year5 years
5 years
and over
Non-interest
bearing
Total
Assets
Cash and cash equivalents (Note 5)
Financial investments (Note 6)
446.898
-
-
-
-
84.299
1.270
531.197
1.270
Total
446.898
-
-
-
85.569
532.467
Liabilities
Financial borrowings (Note 7)
-
1.042.802
16.155
444.028
-
-
-
1.486.830
16.155
Total
-
1.058.957
444.028
-
-
1.502.985
Up to
3 months
3 months1 year
1 year5 years
5 years
and over
Non-interest
bearing
Total
Assets
Cash and cash equivalents (Note 5)
Financial investments (Note 6)
396.928
-
-
-
-
80.671
1.495
477.599
1.495
Total
396.928
-
-
-
82.166
479.094
Liabilities
-
884.570
234.397
721.029
-
-
-
1.605.599
234.397
Total
-
1.118.967
721.029
-
-
1.839.996
31 December 2013
31 December 2012
225
226
Trade payables (Note 9)
Other payables (Note 10)
Trade payables to related parties (Note 33)
Deferred income (Note 22)
Short-term provisions regarding employee benefits (Note 20)
Other short-term provisions (Note 18)
Payables regarding employee benefits (Note 20)
Other financial liabilities (Note 8)
Derivative instruments (Note 13)
Financial liabilities excluding derivatives
31 December 2013
1.486.830
320.673
59.401
50.579
47.644
35.376
28.522
21.250
16.155
2.440
Book
value
1.631.889
320.800
59.401
50.579
47.644
35.376
28.522
21.250
16.155
2.440
Contractual
undiscounted
cash flow
502.960
251.357
30.194
44.081
-
Less than
3 months
As of 31 December 2013 and 31 December 2012, undiscounted cash flows of financial liabilities based on the agreement maturities are as follows:
461.778
69.443
15.011
50.579
35.376
21.250
16.155
2.440
3 – 12
months
667.151
14.196
3.563
28.522
-
1–5
years
-
Over
5 years
Conservative liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close
out market positions. Due to the dynamic nature of the underlying business, the Group aims maintaining flexibility in funding by keeping committed credit lines available.
34.1.3 Liquidity risk
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
227
Trade payables (Note 9)
Other financial liabilities (Note 8)
Other payables (Note 10)
Deferred income (Note 22)
Short-term provisions regarding employee benefits (Note 20)
Other short-term provisions (Note 18)
Trade payables to related parties (Note 33)
Payables regarding employee benefits (Note 20)
Derivative instruments (Note 13)
Financial liabilities excluding derivatives
31 December 2012
34.1.3 Liquidity risk (continued)
1.605.599
259.598
234.397
55.950
36.321
30.563
25.936
21.134
19.577
1.375
Book
value
1.904.285
259.805
234.397
55.950
36.321
30.563
25.936
21.134
19.577
1.375
Contractual
undiscounted
cash flow
723.310
247.858
216.190
30.321
23.957
-
Less than
3 months
566.494
11.947
18.207
12.316
30.563
25.936
21.134
19.577
1.375
3 – 12
months
614.169
13.313
12.364
-
1–5
years
312
-
Over
5 years
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
34.1.4 Foreign currency risk
The Group is exposed to foreign exchange risk through the impact of rate changes on the translation of foreign currency liabilities to local currency. These
risks are monitored and limited by analyzing foreign currency position. TL equivalents of foreign currency denominated monetary assets and liabilities at
31 December 2013 and 31 December 2012 before consolidation adjustments and reclassifications are as follows:
Assets
Liabilities
Off-balance sheet net derivative liabilities
Net foreign currency position
228
31 December 2013
31 December 2012
504.547
(1.460.641)
(2.572)
950.938
(1.758.541)
19.261
(958.666)
(788.342)
34.1.4 Foreign currency risk (Continued)
31 December 2013
1. Trade receivables
2a. Monetary Financial Assets (Cash, Banks included)
2b. Non-Monetary Financial Assets
3. Other
4. Current Assets (1+2+3)
6a. Monetary Financial Assets
7. Other
8. Non-Current Assets (5+6+7)
9. Total Assets (4+8)
10. Trade payables
11. Financial Liabilities
12a. Other Monetary Financial Liabilities
12b. Other Non-Monetary Financial Liabilities
13. Current Liabilities (10+11+12)
14. Trade payables
17. Non-Current Liabilities (14+15+16)
18. Total Liabilities (13+17)
19. Net asset/liability position of Off-balance sheet derivatives
(19a-19b)
19a. Off-balance sheet foreign currency derivative assets
19b. Off-balance sheet foreign currency derivative liabilities
20. Net foreign currency asset liability position (9-18+19)
21. Net foreign currency asset/liability position of monetary items
(1+2a+5+6a-10-11-12a-14-15-16a)
22. Fair value of foreign currency hedged financial assets
TL Equivalent
USD
EUR
Other
137.254
293.405
430.659
73.888
73.888
504.547
105.134
812.257
43.006
29.959
990.356
462.306
7.979
470.285
1.460.641
71.949
246.928
318.877
47.006
47.006
365.883
79.758
689.404
369
769.531
342.555
342.555
1.112.086
41.395
13.520
54.915
7.374
7.374
62.289
7.469
122.853
9.071
27.899
167.292
119.751
7.166
126.917
294.209
23.910
32.957
56.867
19.508
19.508
76.375
17.907
33.566
2.060
53.533
813
813
54.346
(2.572)
77.128
79.700
(958.666)
10.672
46.955
36.283
(735.531)
(13.244)
30.173
43.417
(245.164)
22.029
(926.135)
-
(746.203)
-
(204.021)
-
24.089
-
229
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
31 December 2012
2a. Monetary Financial Assets (Cash, Banks included)
3. Other
4. Current Assets (1+2+3)
6a. Monetary Financial Assets
7. Other
8. Non-Current Assets (5+6+7)
9. Total Assets (4+8)
10. Trade payables
13. Current Liabilities (10+11+12)
14. Trade payables
17. Non-Current Liabilities (14+15+16)
18. Total Liabilities (13+17)
19. Net asset/liability position of Off-balance sheet derivatives (19a-19b)
19a. Off-balance sheet foreign currency derivative assets
19b. Off-balance sheet foreign currency derivative liabilities
20. Net foreign currency asset liability position (9-18+19)
21. Net foreign currency asset/liability position of monetary items
(1+2a+5+6a-10-11-12a-14-15-16a)
22. Fair value of foreign currency hedged financial assets
230
TL Equivalent
USD
EUR
Other
89.045
760.732
849.777
101.161
101.161
950.938
69.135
850.653
37.675
957.463
801.041
37
801.078
1.758.541
19.261
33.373
14.112
(788.342)
34.644
668.199
702.843
96.831
96.831
799.674
17.822
718.193
4.160
740.175
746.989
746.989
1.487.164
33.373
33.373
(654.117)
45.526
46.048
91.574
4.114
4.114
95.688
42.719
115.641
1.122
159.482
54.052
54.052
213.534
(14.112)
14.112
(131.958)
8.875
46.485
55.360
216
216
55.576
8.594
16.819
32.393
57.806
37
37
57.843
(2.267)
(807.603)
-
(687.490)
-
(117.846)
-
(2.267)
-
As of 31 December 2013 and 31 December 2012, foreign currency denominated asset and liability balances were converted with the following exchange
rates: TL 2,1343 = USD 1 and TL 2,9365 = EUR 1 (31 December 2012: TL 1,7826 = USD 1 and TL 2,3517 = EUR 1).
The Group is exposed to foreign exchange risk arising primarily from the USD and EUR, and sensitivity analysis for currency risk is summarized below:
31 December 2013
Profit/Loss
Foreign currency
Foreign currency
appreciates
depreciates
If the USD had changed by %10 against the TL
USD net (liabilities)/assets
Hedging amount of USD
USD net effect on (loss)/income
(73.553)
(73.553)
73.553
73.553
If the EUR had changed by %10 against the TL
EUR net (liabilities)/assets
Hedging amount of EUR
EUR net effect on (loss)/income
(24.516)
(24.516)
24.516
24.516
31 December 2012
Profit/Loss
Foreign currency
Foreign currency
appreciates
depreciates
If the USD had changed by %10 against the TL
USD net (liabilities)/assets
Hedging amount of USD
USD net effect on (loss)/income
(65.412)
(65.412)
65.412
65.412
If the EUR had changed by %10 against the TL
EUR net (liabilities)/assets
Hedging amount of EUR
EUR net effect on (loss)/income
(13.196)
(13.196)
13.196
13.196
231
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
34.2 Capital risk management
In managing capital, the Group aims to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and
benefits for other stakeholders and maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets to reduce its liabilities.
The Group monitors capital on the basis of the net liability/total equity ratio. Net liability is calculated as the total liability less cash and cash equivalents,
derivative instruments, provisions and tax liabilities. Total equity is calculated as the total of net liability and the equity as shown in the consolidated
balance sheet.
The net liability/total equity ratio at 31 December 2013 and 31 December 2012 is summarized below:
31 December 2013
31 December 2012
Total liability (1)
Less: cash and cash equivalents (Note 5)
2.160.467
(531.197)
2.367.878
(477.599)
Net liability
Equity
1.629.270
1.492.720
1.890.279
1.416.824
Total capital
3.121.990
3.307.103
%52
%57
Net liability/total equity ratio
(1)
The amounts are calculated by deducting income tax payable, derivative financial instruments and deferred tax liability accounts from total liability.
NOTE 35-FINANCIAL INSTRUMENTS
Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined as follows:
a. Level 1: The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined
with reference to quoted market prices;
b. Level 2: The fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on
discounted cash flow analysis using prices from observable current market transactions;
c. Level 3: The fair value of the financial assets and financial liabilities is determined in accordance with the unobservable current market data.
232
NOTE 35-FINANCIAL INSTRUMENTS (Continued)
Based on the fair value hierarchy, the Group’s financial assets and liabilities are categorized as follows:
Financial assets
31 December
2013
as of the Reporting Date
Level 1
Level 2
TL
TL
Level 3
TL
Financial assets at FVTPL
Trading securities
Available-for-sale financial assets
Equity investments
839
-
-
839
-
-
Total
839
-
839
-
Financial liabilities at FVTPL
Trading securities
2.440
16.155
-
2.440
-
16.155
Total
18.595
-
2.440
16.155
Financial assets
31 December
2012
as of the Reporting Date
Level 1
Level 2
TL
TL
Level 3
TL
Financial assets at FVTPL
Trading securities
Available-for-sale financial assets
Equity investments
573
-
-
573
-
-
Total
573
-
573
-
-
-
-
-
Financial liabilities at FVTPL
Trading securities
1.375
234.397
-
1.375
-
234.397
Total
235.772
-
1.375
234.397
233
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
NOTE 35-FINANCIAL INSTRUMENTS (Continued)
Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or
liquidation, and is best evidenced by a quoted market price, if one exists.
Estimated fair value of financial instruments is determined by Doğan Yayın Holding, its subsidiaries and joint ventures, using available market information
and appropriate valuation methodologies. However, judgment is necessarily required to interpret market data to estimate the fair value. Accordingly, the
estimates presented herein are not necessarily indicative of the amounts the Group could realize in a current market exchange.
The following methods and assumptions were used to estimate the fair value of the financial instruments:
Financial assets
The fair value of the foreign currency denominated amounts, which are translated by using the exchange rates prevailing at year-end, is considered to
approximate their fair value.
The fair value of certain financial assets carried at cost including cash and due from banks, deposits with banks and other financial asset is considered to
approximate their respective carrying value due to their short-term nature. The fair value of investment securities has been estimated based on the market
prices at balance sheet dates.
The trade receivables are carried at amortized cost using the effective yield method less provision for doubtful receivables, and hence are considered to
approximate their fair values.
The fair value of funds borrowed and other monetary liabilities are considered to approximate their respective carrying value.
Long-term borrowings, which are principally at variable rates and denominated in foreign currencies, are translated at year-end exchange rates and
accordingly their carrying amount approximate their fair value.
Trade payables are stated at amortized cost using the effective interest method, and accordingly their carrying amounts approximate their fair value.
234
NOTE 36-ASSETS AS HELD FOR SALE AND DISCONTINUED OPERATIONS
The details of the disposal of subsidiaries and assets and disposal plans on the property, plant and equipment of the Group as of 31 December 2013 and 31
December 2012 are as follows:
a) Transfer of Shares of Subsidiaries and Asset Sale
In relation to the transfer of shares of subsidiaries and asset sale for the year ending 31 December 2013 and 2012; operating results related with the
mentioned sales have been reclassified as discontinued operations in the consolidated financial statements as of 31 December 2012 for comparative
purposes.
Doğan Müzik Kitap Sale
49.999.996 (exact) shares of Doğan Müzik Kitap Mağazacılık ve Pazarlama A.Ş., a subsidiary of the Group, with a nominal value of TL 1 (exact) each, in
which it holds 99,99% participation amounting to TL 39.891 of paid capital from TL 50.000 capital has been sold to Doğan Holding as of 16 January 2012
in consideration of TL 139.404 which is determined by two different valuation reports prepared by independent valuation firms. The related transaction is
considered as the controlling party transaction and income amounting to TL 107.990 is recognized in equity. For comparative purposes, operating results
of Doğan Müzik Kitap as of 31 December 2011 are also classified under the discontinued operations account in the consolidated financial statements
prepared as of 31 December 2012.
31 December 2011
287.536
(181.723)
Sales
Cost of sales (-)
Gross profit
105.813
Marketing, sales and distribution expenses (-)
General administration expenses (-)
Other operating income
Other operating expenses
Financial income
Financial expenses
(86.215)
(8.967)
1.854
(893)
2.937
(6.584)
Profit before income tax from discontinued operations
7.945
Tax expense from discontinued operations
Current period tax charge
Deferred tax (charge)/benefit
Net profit from discontinued operations prior to sale proceeds from the disposal of brand and subsidiary shares
Gain on sale of brand and subsidiary shares
Sales income tax expense
(5.269)
(1.409)
(3.860)
2.676
-
Net profit from discontinued operations (after income taxes)
2.676
235
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
NOTE 36-ASSETS AS HELD FOR SALE AND DISCONTINUED OPERATIONS (Continued)
a) Transfer of Shares of Subsidiaries and Asset Sale(Continued)
Sale of Doğan Müzik Kitap (Continued)
As of 31 December 2012, the Group has TL 107.990 of subsidiary shares’ sales income from the sale and transfer of shares of Doğan Müzik Kitap Mağazacılık
ve Pazarlama A.Ş.’s as at 16 January 2012. The related sales income amount is recognized under equity in accordance with TFRS.
31 December 2011
Amount received
Carrying value of net assets
139.404
(31.414)
Sales income
107.990
Net Amount received from sale of brand and subsidiary shares
31 December 2011
Current assets
Trade receivables
Inventories
Non-current assets
Intangible assets
Deferred tax assets
Current liabilities
Trade payables
Current period tax charge
Provision for employee termination benefits
Net assets disposed of from scope of consolidation
Gain from sale
40.804
1.334
51.052
3.062
16.938
3.221
89
20
(78.416)
(5.503)
(898)
(136)
(35)
(118)
31.414
107.990
Net Amount received from sale of brand and subsidiary shares
Cash and cash equivalents received
Less: Cash and cash equivalents of sold subsidiary
236
139.404
(40.804)
98.600
b) Subsidiaries classified as asset as held for sale
As of November 2013, Hürriyet, a subsidiary of the Group, has decided to dispose of its subsidiaries operating in Hungary and Croatia and classified the
assets and liabilities of these companies as non-current assets as held for sale and therefore disclosed separately in the balance sheet. As of 28 February
2014, the Group transferred its subsidiary, Oglasnik d.o.o. to non-controlling interests for 2 Kuna.
Details of the assets and liabilities held for sale are as follows:
Assets and Liabilities
31 December 2013
Trade receivables
Other receivable and other current assets
Intangible assets
Provision related to disposal of net assets
1.009
894
969
27.265
2.442
(23.301)
Total assets classified as asset as held for sale
9.278
Trade payables
Other payables
2.440
1.012
34
5.760
32
Total liabilities classified as asset as held for sale
9.278
In addition, Hürriyet, one of the subsidiaries of the Group, has agreed to sell its land of 17.725,69 m2 located in the district of İstanbul, Esenyurt for
US Dollars 9 thousand. As a result of this agreement, the land has been reclassified as asset held for sale.
Assets
31 December 2013
4.685
Total assets classified as asset as held for sale
4.685
237
Hızlı Bir Bakış
Faaliyetler
Kurumsal Yönetim
Kâr Dağıtımı
Finansal Bilgiler
c) Discontinued operations
As of November 2013, Hürriyet, a subsidiary of the Group, has decided to dispose of its subsidiaries operating in Hungary and Croatia and classified the
operations of these subsidiaries as discontinued operation.
Net result of discontinued operations
2013
Sales
Cost of sales (-)
Marketing, selling and distribution expenses (-)
Loss for the period before income taxes
Tax income
Net loss
Impairment provision for disposed net assets
10.611
(5.832)
(6.728)
(2.109)
3.900
(1.450)
(48)
(1.656)
373
(1.283)
(23.301)
Loss after tax from discontinued operations
(24.584)
NOTE 37-SUBSEQUENT EVENTS
Non-Binding Revised Proposal Regarding the Acquisition of Majority Shares of Digitürk
-
As at 17 January 2014, Doğan TV Holding, subsidiary of the Group, submitted a non-binding revised proposal through its financial advisors to
Çukurova Holding A.Ş. and Savings Deposit Insurance Fund to raise the proposal amount in relation to the acquisition and transfer of 53% of Çukurova
Holding A.Ş.’s shares in Krea İçerik Hizmetleri ve Prodüksiyon A.Ş. (“Digitürk”), assuming Digitürk’s net cash (liability) is “nil” and has no preferred shares.
The bid for the non-binding revised proposal in consideration of the share acquisition of 53% interest is USD 879.450. The bid for the non-binding
revised proposal in consideration of the share acquisition of 100% shares of Digitürk is USD 1.650.000. Compared to the pre-offer of Doğan TV in
September 2013, the bid for the revised proposal is raised by 18% in terms of USD and is raised by 29% in terms of TL over the respective dates of
currencies [Foreign exchange rates: 2 September 2013 1 USD = TL 2.0179 and 16 January 2014 1 USD = TL 2.2080]. On the other hand, Doğan TV aims
to increase its share percentage to 100% in Digitürk. The non-binding revised proposal is prepared based on publicly available limited information on
the operations of Digitürk and market intelligence and it reflects Doğan TV’s long-term expectations on Digitürk and its belief in its potential synergy.
Therefore, the non-binding revised proposal is based on significant assumptions which need to be confirmed in the course of detailed investigation
(“Due Diligence”) process.
Approval of Financial Statements
The consolidated financial statements for the year ended 31 December 2013 were approved by the Board of Directors on 7 March 2014. Other than Board
of Directors has no authority to change financial statements.
238
CONTENTS
At a Glance
02
08
10
12
14
16
18
Who are We?
Our Values
Our Road Map
Message from the Chairwoman
Operations
22 Highlights of the Year
24 Dyh and the Turkish Media Sector
26 Newspaper Publishing, Printing, Distribution and Trade
28 Magazine and Book Publishing
30 Online Platform
32 Television, Radio and Music Broadcasting and Production
36Digital Tv Platform
37 Other Operations
38 Segment Operations in 2013
Sustainability
42 Corporate Social Responsibility
55 Sustainable Growth and the Environment
55 Doğan Group’s Environmental Policy
56 Doğan Yayın Holding’s Environmental Projects
61 Code of Ethics and Conduct
65 Media Code of Conduct
68 Occupational Health and Safety
70 Human Resources
72
73
74
76
97
102
103
104
105
Remuneration Policy
Risk Management
Audit Committee Resolution
106 Dividend Distribution Policy
107 Dividend Distribution Proposal
108 Dividend Distribution Statement
109 Opinion Letter of the Independent Audit Company on the Annual Report
111 Consolidated Financial Statements and Independent Auditor’s Report
We enlighten
ALL SEGMENTS
of society
DOĞAN YAYIN HOLDİNG A.Ş. 2013 ANNUAL REPORT
2013 ANNUAL REPORT
Altunizade 34676 Üsküdar/İSTANBUL/TURKEY Phone: +90 216 556 90 00 Fax: +90 216 556 91 47
www.dyh.com.tr
This annual report was printed on the 100% recycled paper.
During production, no damage were wormed trees.

2013 annual report - Doğan Yayın Holding

Transcription

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