faali̇yet raporu

Transcription

faali̇yet raporu

2015
2015
ANNUAL
FAALİYET
REPORT
RAPORU
RAY SİGORTA A.Ş.
ANNUAL REPORT THE PERIOD OF
1 JANUARY 2015 – 31 DECEMBER 2015
4 2015
FAALİYET
RAPORU
A. GENERAL INFORMATION
• Ray Sigorta Corporate Profile
• Our Vision, Mission and Values
• Ray Sigorta From Past to Today
• Statement of Liability
• Audit Firm’s Opinion
• Board Chairman’s Message
• General Manager’s Message
• Shareholding Structure and Capital Increase
• Summary Financial Information
• Important Changes in Laws in 2015
• About Vienna Insurance Group
• Human Resources Practices
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8
9
10
11
12
13
14
15
17
18
21
B. MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES
• Board of Directors
• Management Board and Top Management
• Independent Audit
• Internal Audit
• Organization Chart
• Board of Directors’ Report
• Related Parties Report
• Financial Rights and Other Benefits Provided to Management Body
• 2014 Annual Ordinary Meeting of General Assembly of Shareholders
• Changes in Articles of Association During 2015
22
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26
26
27
28
28
29
30
30
C. ACTIVITIES OF DEPARTMENTS DURING THE YEAR
• Non-Motor Technical Results
• Motor Technical Results
• Results of Technical Transactions
• Activities of Sales Department
• Campaigns and Projects of Marketing Department
• Non-Motar and Motor Claims/Recourse Department Activities
• Projects of Information Technologies Department
• Social Responsibility Projects
32
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38
40
42
45
47
48
D. AGENDA OF 2015 ANNUAL ORDINARY MEETING OF GENERAL
ASSEMBLY OF SHAREHOLDERS
49
E. PROFIT DISTRIBUTION POLICY
49
F. ACTIVITIES OF RISK MANAGEMENT, INTERNAL CONTROL,
INTERNAL AUDIT AND COMPLIANCE WITH LAW DEPARTMENTS
• Risk Management and Internal Control Systems
• Risk Management and Internal Control Activities
• Information on Types of Risks and Risk Management Policies Applied
• Internal Audit
• Compliance With Laws on Prevention of Laundering of Crime
Revenues and of Financing of Terrorism
TEYİLAAF
UROPAR
5102
{index}
Behind the scenes there is
the cooperation of people trusting
each other.
51
52
54
55
56
G. CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT 57
H. FINANCIAL STATEMENTS
• Summary of Audit Report
• Balance Sheets
• Income Statements
• Cash Flow Statements
• Statement of Changes in Shareholders’ Equity
• Exhibit 1 – Profit Distribution Statements
• Explanatory Footnotes of Financial Statements
63
66
72
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76
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excitement behind the scene
Motor Claims; Erdem YOSUNTAŞ
Collection; Ayser ORHAN
6 {general information}
2015
FAALİYET
RAPORU
corporate profile
Having left behind a past of 57 years in insurance sector, Ray
Sigorta, through a premium production of 444.639.200.-TL
in 2015, has ranked the 17th with a market share of 1,63%
among non-life insurance companies.
As of the end of 2015, Ray Sigorta is carrying out its
activities with 246 employees in 8 Regional Directorates, 1
Regional Representative Office and 1 Call Center.
Behind the scenes
there is a success story of 57 years.
In 2015, Ray Sigorta has offered its services through 1.254
agencies, 64 ABank branches, 68 Fibabank branches,57
Burgan Bank branches, 68 Brokers and 5 leasing
companies. With 785 contracted automobile service
stations, 776 glass service stations and 2.964 contracted
healthcare establishments , Ray Sigorta has successfully
maintained its value creating company vision in its industry.
Determining all of its corporate strategies knowing
that development is dependent upon being customeroriented, Ray Sigorta will continue to apply its efficiency
and customer-oriented strategies and its activities aimed
at further enhancing its brand awareness and customer
satisfaction level with a view to further elevating its
successes also in 2016.
General Information About Ray Sigorta:
Trade Name
:Ray Sigorta Anonim Sirketi
Trade Registration
Number
:297257 / Istanbul
Mersis Number
:3984 - 5318 - 6248 - 4904
(Central Registration System)
Electronic Mail Address :info@raysigorta.com.tr
Web Site
:www.raysigorta.com.tr
Registered Electronic
Mail Address (KEP)
: raysigorta@hs03.kep.tr
Head Office / Principal
Office Address
: Cumhuriyet Mahallesi
Haydar Aliyev Cad. No: 28 Sariyer / Istanbul
Contact
:Ray Sigorta A.S. Head Office
Cumhuriyet Mahallesi
Haydar Aliyev Caddesi No: 28
34457 Sariyer / Istanbul
Telephone
:0212 363 25 00 or 444 4 729
Facsimile
:0212 299 48 49
Thanks to its 246 staff
members, 1254 agents serving
almost at all regions of Turkey,
as well as its bank and broker
channels, Ray Sigorta is a large
family which achieves powerful
and flourishing business
together.
Motor Underwriting; Murat KARADAĞ
Regional Directorates/Branches:
İstanbul Anatolian Side Regional Directorate
Sahrayıcedit Mah. Halk Sokak No: 33
Golden Plaza İş Merkezi F Blok Kat: 1
Kozyatağı 34734 Kadıköy / İstanbul
Telephone : 0216 411 16 06
Facsimile : 0216 411 16 19
Istanbul European Side Regional Directorate
İstanbul Dünya Ticaret Merkezi B-1 Blok
Kat: 9 No: 319 - 320 Yeşilköy / İstanbul
Telephone : 0212 465 40 45
Facsimile : 0212 465 04 75
Ankara Regional Directorate
Farabi Sokak No: 40 / A 06690
Kavaklıdere / Ankara
Telephone : 0312 428 50 00
Facsimile : 0312 428 50 49
Central Anatolia Regional Directorate
Farabi Sokak No: 40 / A 06690
Kavaklıdere / Ankara
Telephone : 0312 428 50 00
Facsimile : 0312 428 50 49
Aegean (Izmir) Regional Directorate
Halit Ziya Bulvarı No: 72 Taner İşhanı A Blok
Kat: 2 35210 İzmir
Telephone : 0232 483 72 46
Facsimile : 0232 489 86 05
Marmara (Bursa) Regional Directorate
Lefkoşe Cad. A Blok Kat: 3 No: 34 - 36
Nilüfer / Bursa
Telephone : 0224 211 28 27
Facsimile : 0224 211 28 37
Southeastern Anatolia (Adana) Regional Directorate
Çınarlı Mah. Atatürk Cad. No: 15 İdeal Plaza
Kat: 7 01120 Seyhan / Adana
Telephone : 0322 457 06 83
Facsimile : 0322 454 77 61
Mediterranean (Antalya) Regional Directorate
Konyaaltı Cad. Antmarin İş Merkezi No: 24
Kat: 6 07050 Konyaaltı / Antalya
Telephone : 0242 247 20 25
Facsimile : 0242 247 39 59
TRNC (TURKISH REPUBLIC OF NORTHERN
CYPRUS) Branch
Bedrettin Demirel Cad. Arabacıoğlu - 7 Apt.
No: 123 / 7 Lefkoşa / KKTC
Telephone : 0392 227 03 80 - 81 - 82
Facsimile : 0392 227 03 83
(*) The Turkish Republic of Northern Cyprus branch office has
been closed upon acceptance by the governmental authorities
of the Turkish Republic of Northern Cyprus of our demand
for its transfer to and acquisition by Dağlı Sigorta Ltd. Şti.,
operating at the same address, together with all of its rights,
interests, debts, receivables and portfolio.
7 8 {general information}
Ray Sigorta from past to today:
our vision, mission and values:
our vision;
To be a value creating company leading and directing
the insurance business.
our mission;
To continuously develop its know-how, product
infrastructure, reliable service approach, strong
technology and human resources with an innovative
and path-breaking perspective in insurance industry,
and to be the company chosen and preferred by its
customers, business partners, stakeholders and
employees with the values created by it.
Our agents and brokers are the most valuable
business partners of our company and will surely
receive from us the best service in insurance
industry.
our values;
We:
Are a family;
Are honest;
Show respect to ethical values;
Are fair;
Are transparent and participative;
Are strong all together;
Are creative and productive; and
Esteem the human very highly.
• Is founded as an initiative of national
transportation companies (Turkish Airlines,
Maritime Lines, State Railways, PTT) in 1958.
• Is privatized by Doğan Holding in 1992.
• Became a listed company in Istanbul Stock
Exchange in 1997.
• In 2007, 74.26% of its capital is acquired by
TBIH Financial Services Group, an affiliate of VIG.
• In 2008, Ray Sigorta added Vienna Insurance
Group to its logo.
• In 2009, 84.26% of its capital shares were
owned by VIG, 10% by Doğan Group, and 5.74% by
more than 4,000 investors.
• In 2011, 81.59% of its capital shares were
owned by TBIH Services Group N.V., 12.67% by
Vienna Insurance Group (VIG), and 5.7% as free
float.
• In 2015, total premium production of Ray
Sigorta: 444.639.200.-TL
• In 2015, market share of Ray Sigorta among
non-life insurance companies: 1,67%
• In 2015, Ray Sigorta is ranked the 17th among
non-life insurance companies.
THE TOTAL PREMIUM
GENERATION OF RAY SIGORTA IN
2015: 444.639.200.-TL
9 10 STATEMENT OF RESPONSIBILITY PURSUANT TO FINANCIAL REPORTING FOR
THE PERIOD OF 01.01.2015 - 31.12.2015.
INDEPENDENT AUDITOR’S OPINION ON COMPLIANCE OF THE ANNUAL REPORT TO BE
PRESENTED TO THE SHAREHOLDERS’ GENERAL ASSEMBLY
To Ray Sigorta Anonim Şirketi General Assembly,
RESOLUTION OF THE BOARD OF DIRECTORS REGARDING APPROVAL OF FINANCIAL STATEMENTS AND ANNUAL
REPORTS;
DATE OF THE RESOLUTION
: 25.02.2016
MEETING NUMBER
: 1496
RESOLUTION NUMBER
: 6156 ve 6157
We declare that we are responsible for the disclosed of,
the Balance Sheets, Statement of Income, Statement of Cash Flows, Statement of Changes in Shareholders’ Equity and
Annual Report of Ray Sigorta A.Ş. for the period 01.01.2015 – 31.12.2015 together with the prepared notes, which have
been prepared and audited by Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. in accordance with
the Capital Markets Board’s Communiqué Series II No: 14-1, the Financial Reporting Standards published by Public
Oversight Accounting and the insurance legislation,
a) have been examined by us;
b) the financial statements and the annual report of the board of directors do not contain any misrepresentation on
material issues or any material deficiency as of the date on which such representation is made, which might cause the
report to be misleading, to the best of our knowledge with respect to our duties and responsibilities in our Company;
c) the financial statements, drawn up in accordance with such Communique, reflect the truth with respect to the
assets and liabilities of the enterprise as well as its financial standing and profits and losses, honestly and that the
annual report of the board of directors truthfully reflects the course of progress and performance of the business of the
enterprise as well as the financial standing of the enterprise, including significant risks and ambiguities encountered
by the enterprise, to the best of our knowledge with respect to our duties and responsibilities in our Company;
We hereby submit the foregoing for your kind information, and represent our responsibility for such statements.
Best Regards
Report on the Audit of Board of Directors’ Annual Report Based on Standards on Auditing which is a Component of
The Turkish Auditing Standards Published by The Public Oversight Accounting and Auditing Standards Authority
(“POA”)
We have audited the accompanying annual report of Ray Sigorta Anonim Şirketi (the “Company”), for the year ended 31
December 2015.
Board of Directors’ Responsibility for the Annual Report
Pursuant to the article 514 of the Turkish Commercial Code numbered 6102 (“TCC”) and Communiqué on Individual
Retirement Saving and Investment System” (“Communiqué”) issued on 7 August 2007 dated and 26606 numbered,
management is responsible for the preparation of the annual report fairly and consistent with the financial statements
and for such internal control as management determines is necessary to enable the preparation of such annual report.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s annual report based on our audit in accordance with
article 397 of the TCC and Communiqué whether the financial information included in the accompanying annual report
is consistent with the audited financial statements expressed in the auditor’s report of the Company dated 25 February
2016 and provides fair presentation.
Our audit has been conducted in accordance with the Standards on Auditing which is a component of the Turkish
Auditing Standards (“TAS”) published by the POA and the insurance legislation. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial
information included in the annual report is consistent with the financial statements and provide fair presentation.
An audit also includes performing audit procedures in order to obtain audit evidence about the historical financial
information. The procedures selected depend on the auditor’s judgment.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial information included in the annual report is consistent, in all material respects, with the
audited financial statements and provides a fair presentation.
RAY SIGORTA A.S.
HEAD OFFICE
İsmail Hakkı ERGENER
Stefan WALDNER
Koray ERDOĞAN
Derya ÖZTÜRK
Chairmn of the
Audit Committee
Member of the
Audit Committee
Member of the Board
and General Manager
Member of the
ManagementBoard, CFO
Report on Other Regulatory Requirements
In accordance with the third clause of the article 402 of TCC, no material issue has come to our attention that shall be
reported about the Company’s ability to continue as a going concern in accordance with TAS 570 “Going Concern”.
Akis Bağımsız Denetim ve
Serbest Muhasebeci Mali Müşavirlik A.Ş.
A member of KPMG
Alper Güvenç, SMMM
Responsible Partner, Lead Auditor
Istanbul, February 25 2016
11 12 {
{
Martin Simhandl
Chairman of the Board
Dear Ladies and Gentlemen,
The history of success of Ray Sigorta impressively
continued also in 2015. This was due to the doubledigit growth rate recorded in non-life insurance
branches in the Turkish market. Included among
the important reasons thereof is the increase
of household expenditures by around 3%. As
the Government is expected to aim to further
increase the buying power of households, the
analysts forecast and expect an additional rise of
around 4% in household consumptions in 2016.
Let’s briefly mention about the positive results
witnessed in the Turkish insurance market:
According to the figures of the Insurance
Association of Turkey, total premiums have
exceeded 30 billion TL. Compared to 2014, this
means a rise of 19.4%.
Most important factor underlying this growth
is the non-life insurance branches, where total
premiums exceed 27 billion TL, which in turn
means a nominal growth of 20.1%. Premiums
collected by Ray Sigorta were around 445 million
TL. This amounts refers to a pleasing increase of
17%.
Also in this year, Ray Sigorta has put its signature
under success-promising innovations. In the
Claims Department, a new team is created with
a view to cutting the costs and finalizing the
bodily injury files more quickly. Various different
modifications are started to be effected in
connection therewith.
In addition, a comprehensive personal accident
insurance named “FerdiRay”, and a “Second
Chance” insurance developed for cars reused
after repair of damages have also been introduced
to market.
Thanks to dedicated efforts of its directors,
managers and employees, Ray Sigorta has closed
one more year with success. Ray Sigorta team
has had right and accurate intuitions and insights
both for needs of its customers and for the
current market conditions.
Beside such pleasing developments, negative
events have also occurred in 2015. In motor
third party liability insurance branches, the
insurance industry has incurred a considerable
amount of loss. This has also had its reflections
on technical results of Ray Sigorta. However, our
Company maintained its high profitability in nonlife insurance branches. We have to continue our
strategy in non-life insurance branches.
Acting for and on behalf of Vienna Insurance
Group management, and as and in the capacity
of Chairman of Board of Directors of Ray Sigorta,
I wish to sincerely thank all our employees. Our
success is dependent upon great efforts shown
by our employees for our customers with a great
energy every day.
Finally, I owe a debt of gratitude to all our
customers and successful agencies for their trust
in our Company.
With my best regards,
mentally retarded children, and to development of
their role in social life. To this project of us initiated
departing from the problem of inequality of children
with disabilities in training and social life, my valuable
colleagues who are sensitive towards problems of our
country and assume responsibility in a self-sacrificing
manner for resolution of these problems have given
support from the heart.
Koray Erdoğan
General Manager and
Member of the Board
Dear Stakeholders,
We have left behind a tough year both for our domestic
economy and the insurance sector. In such a tough
and challenging year, the insurance sector has once
more caught a real growth rate of more than 10% with
a nominal growth of 20.6 percent and with a premium
production of TL 27,264,328,716. Average premium
increases in traffic insurance have been an important
determinant in this growth rate. In traffic insurance
branch, the industry has grown by approximately 35%
in 2015, which growth rate has enabled the industry to
once more catch the real growth.
We, as Ray Sigorta, have also caught a growth rate close
to that of the industry in this tough year. Our Company
has reached a premium production of TL 444,639,200.with a growth rate of 17 percent in 2015.
In terms of technical profitability, 2015 has been one
of the most troublesome years of insurance sector.
Particularly, the loss in traffic insurance branch has
distorted technical results of the whole sector, leading
to substantial losses. The loss in the said branch has
also substantially affected our Company, just like the
whole insurance sector, and has led to distortion in our
technical results. However, just like 2014, also in 2015,
our Company has managed to protect and maintain
its high technical profitability in non-motor insurance
branches.
2015 has further been a year of expansion in our
product range. FerdiRay, our Personal Accident
insurance products with a strengthened Assistance
structure, and our 2nd Chance comprehensive
automobile insurance providing an insurance cover to
scrapped cars which are properly repaired constitute
two good examples of our expanded product range.
Also in the coming years, our Company will pioneer
the insurance industry with its new products and
innovative approaches.
Just like the past years, also in 2015, Ray Sigorta has
stood beside its agencies and has grown together
with its agencies. As a requirement of our motto of
being an insurance company offering its services all
over Turkey, as of the year-end, we have become an
insurance company serving with 1,254 agencies in
80 provinces of our country. Also in 2016, we, as Ray
Sigorta, will continue to stand beside and even closer
to our agencies, and will keep our trend of growing in
profitable branches in line with our win – win slogan.
In 2015, with its social responsibility activities, Ray
Sigorta has been one of the pioneers of insurance
sector, and has achieved to create an agenda thereon
in the industry. Our Company has continued to play an
active role in progress and growth of our community
as a part of its public and social responsibilities, and
with its “I’m Volunteer and Right Beside You” social
responsibility project, has contributed to training of
We, as Ray Sigorta, are conscious of our public
responsibilities, together with all our employees, and
just like yesterday, we are continuing today and will
continue in the future to produce solutions all together
for our social problems with our common mind and
joint efforts. Crowned with VIG Günter Geyer Award,
our Social Responsibility Projects will continue with
new initiatives giving more and more contributions to
social life also in 2016.
In 2015, with a view to strengthening the brand
awareness and corporate image of our Company,
being one of the most deep-rooted corporations of
our country, we have given weight to our marketing
and communication efforts. With our advertisement
campaign based on “Don’t heave a sigh, come to Ray”
theme produced with contributions of Ray Sigorta
personnel, we have reached both our policyholders
and our target masses, thereby making contributions
to brand awareness and corporate image of our
Company.
In our marketing communication efforts, we have
further focused on our social media activities as one
of the most important communication channels of our
day. Every day, we have given our messages to more
than 2 million social media followers through our
Facebook / Twitter / Linkedn and Instagram pages. Also
in 2016, through our effective, strong and needs-based
communication campaigns and projects, we shall
continue to strengthen our corporate image and to add
an added value to our brand.
Our Valuable Stakeholders,
2015 has also been a year of transformation for Ray
Sigorta. This transformation will continue also in 2016
which will be a year of shaping of the future of Ray
Sigorta. Through this transformation, our Company
will definitely catch a growth rate, market share and
sustainable profitability befitting to its deep-rooted
history.
Also in 2016, we are going to work with might and
main in order to make our Company more profitable
and more successful than even. We are going to give
weight to technical profitability and operational change,
and take necessary steps in order to reinforce our
technological infrastructure, distribution channels and
human resources.
To achieve our objectives is not easy, and will not be
easy in the future either. Real success is “to do the
tough thing”. I know very well that we have the power to
do this. If and when we close our ranks for an objective
all together, we shall absolutely and definitely catch the
much desired success.
I would like to express my gratitude towards all
our employees, and all our business partners and
stakeholders representing our Company all over our
country, for their remarkable efforts in 2015.
Respectfully yours,
13 14 SHAREHOLDING STRUCTURE
(THOUSAND TL)
As of 31.12.2015, shareholding structure of Ray Sigorta A.Ş. is as follows:
Shareholders
TBIH Financial Services Group N.V. (*)
Vienna Insurance Group – (Wiener Staedtische Versicherung AG)
LVP Holding GmbH (*)
Other (Publicly-Traded) (**)
TOTAL
Number of
13.304.862.688
2.066.352.811
114.573.400
821.196.701
Percentage of
%81.59
%12.67
%0.70
%5.04
Amount of (TL)
133.048.626.88
20.663.528.11
1.145.734.00
8.211.967.01
163.069.856.00
FIRE
TCIP
MARINE
CASUALTY
ENGINEERING
AGRICULTURE
HEALTH
TOTAL
(*) TBIH Financial Services Group NV and LVP Holding GmbH are affiliates of Vienna Insurance Group AG. Total share of VIG Group in the Company is 94.96%.
(**) All of the publicly-traded shares are listed and traded in Borsa İstanbul A.Ş. (Istanbul Stock Exchange).
Our Company is within the Registered Capital System
pursuant to and under the capital markets laws and
regulations. For the years 2014 - 2018, we have taken
permission from the Capital Markets Board for a
Registered Capital Ceiling of TL 200,000,000.
As of 31 December 2015, there are no privileges
granted to share certificates representing our capital.
Neither the president and members of the Board of
Directors, nor general manager and his assistants
hold and own shares in the capital of our Company.
Capital Increase:
During 2015, the paid-in capital of our Company has not changed. Our Company has made its recent capital increase in
2011. At that time, our capital has been increased from TL 137,069,856 to TL 163,069,856 by an addition of TL 26,000,000
paid fully in cash.
SUMMARIZED FINANCIAL INFORMATION
2015
450.401.905
163.069.856
94.014.445
444.639.200
177.707.158
-150.425.082
1.282.718
-52.977.958
-1.986.948
14.147.549
-12.252.563
-14.813.838
SUMMARIZED FINANCIAL INDICATORS
Total Assets
Paid-In Capital
Shareholders’ Equity
Premiums Written
Premiums Earned - Net
Claims Incurred - Net
Other Technical Income / Expenses - Net
Operating Expenses
Changes in Other Technical Reserves
Investment Income Transferred to Technical Division
Balance of Technical Division
Net Profit/Loss
(THOUSAND TL)
FIRE
TCIP
MARINE
CASUALTY
ENGINEERING
AGRICULTURE
HEALTH
TOTAL
CLAIMS INCURRED (NET)
2015
10.924
0
-472
133.242
5.800
0
931
150.425
2014
5.508
0
2.260
97.850
6.607
0
823
113.048
PREMIUMS EARNED (NET)
2015
14.879
0
6.459
142.926
10.700
0
2.743
177.707
2014
11.728
0
6.293
142.766
8.678
0
1.874
171.340
2014
401.476.110
163.069.856
109.646.602
380.025.291
171.339.627
-113.047.821
-11.670.129
-50.052.986
-1.063.998
12.762.126
8.266.819
2.376.736
(THOUSAND TL)
FIRE
TCIP
MARINE
CASUALTY
ENGINEERING
AGRICULTURE
HEALTH
TOTAL
(THOUSAND TL)
FIRE
TCIP
MARINE
CASUALTY
ENGINEERING
AGRICULTURE
HEALTH
TOTAL
BALANCE OF TECHNICAL DIVISION
2014
2015
1.631
-1.238
-479
-465
4.421
7.319
-518
-27.818
3.066
8.773
-298
60
443
1.117
8.267
-12.253
PREMIUMS WRITTEN
2015
92.297
11.291
18.352
232.070
69.649
7.308
13.673
444.639
2014
79.826
9.840
17.675
188.381
65.063
7.396
11.844
380.025
RETENTION PREMIUM
2015
19.330
0
6.331
171.325
13.138
0
2.817
212.940
2014
11.964
0
6.452
137.352
11.764
0
2.529
170.061
TECHNICAL DIVISION / PREMIUMS WRITTEN
2014
2015
2.0%
-1,3%
-4.9%
-4,1%
25.0%
39,9%
-0.3%
-12,0%
4.7%
12,6%
-4.0%
0,8%
3.7%
8,2%
2.2%
-2,8%
CHANGE %
15,6%
14,7%
3,8%
23,2%
7,0%
-1,2%
15,4%
17,0%
CHANGE %
61,6%
0,0%
-1,9%
24,7%
11,7%
0,0%
11,4%
25,2%
SHARE %
2015
20,8%
2,5%
4,1%
52,2%
15,7%
1,6%
3,1%
100,0%
2014
21.0%
2.6%
4.7%
49.6%
17.1%
1.9%
3.1%
100.0%
RETENTION RATIO %
2015
20,9%
0,0%
34,5%
73,8%
18,9%
0,0%
20,6%
47,9%
2014
15.0%
0.0%
36.5%
72.9%
18.1%
0.0%
21.4%
44.7%
LOSS RATIO (NET)
2015
73,4%
0,0%
-7,3%
93,2%
54,2%
0,0%
33,9%
84,6%
2014
47.0%
0.0%
35.9%
68.5%
76.1%
0.0%
43.9%
66.0%
15 16 LEGAL AMENDMENTS
Please find below summary information about the
substantial legal amendments affecting the activities and
the results of activities of our Company during 2015.
Regulation on Distance Contracts on Financial
Services:
The regulation setting down the principles and procedures
applicable on distance contracts on financial services,
issued for implementation of the Consumer Protection
Law, has been published in the Official Gazette on 31st of
January 2015 with effect from 30 April 2015.
Governmental Decree on Compulsory Personal
Accident Insurance For Mine Workers:
By a Decree of the Council of Ministers dated 26 January
2015, natural persons and legal entities engaged in
mining operations are held liable to take out a personal
accident insurance cover for their personnel working in
production and preparations for production against all
kinds of damages they may incur as a result of accidents
during mining operations. This Governmental Decree has
become effective as of 6 May 2015.
General Conditions of Building Completion
Insurance:
In reliance upon the provisions of 1st paragraph of
article 42 of the Consumer Protection Law no. 6502,
Undersecretariat of Treasury has published the General
Conditions of Building Completion Insurance with effect
from 16 March 2015. Accordingly, construction companies
are held liable to take out a building completion insurance
cover for projects with 30 or more housing units before
starting to sell the houses therein, and the premiums
of this insurance will also be paid by the construction
companies. If the construction company goes bankrupt
during the construction period, or the houses are not
delivered within 12 months after the end of the term
specified in the contract, then the insurance company
will reimburse to the consumer the full amount of money,
including down-payment and installments, paid by the
consumer for the house till that date, together with legal
interests accrued thereon.
Sahip olduklarınızın varlığı size huzur verir.
Ama garantisini vermez. Evinize, aracınıza, işyerinize, sağlığınıza zarar
gelmeden en iyisi siz bize gelin. Ay Demeyin Ray Deyin...
Regulation on Codes of Practice of Personal LoanLinked Insurances:
A regulation dealing with the codes of practice of
compulsory and voluntary insurances linked to personal
leans has been promulgated, and put into force as of 13
September 2015.
Circular on Principles of Documentation of Equivalent
Parts in Motor Vehicle Insurances:
The Circular setting down the procedures and principles
of equivalent replacements to be used in motor vehicle
insurances has become effective as of 1 June 2015.
Insurance companies are under obligation to use
equivalent replacements documented upon assessment
of the fitness of the relevant product by the accredited
documentation firms in accordance with the product
documentation system rules.
Highways Motor Vehicles Compulsory Financial
Liability Insurance General Conditions:
By the General Conditions put into force as of 1 June 2015,
the types of insurance under cover have been classified
as material damages, healthcare expenses, permanent
disability and coverage for loss of support. Caretaker
expenses have been considered as a part of permanent
disability and healthcare expenses covers depending upon
completion or non-completion of medical treatment.
Loss of value claims have been clearly expressed as
a part of material damages cover, and the method of
calculation thereof has been regulated. Reflection losses,
and damages corresponding to own fault of beneficiary,
and claims corresponding to faults of supporter of the
right owner beneficiary subject to loss of support have
been left out of cover. Methods of calculation of loss of
value claims, and compensations for permanent disability
and loss of support have been regulated therein.
Insurance and Reassurance Brokers Regulation:
The Regulation, put into force as of 27 May 2015,
indicates under which principles the brokerage powers
will be used, and provides that the brokers cannot issue
policies or enter into similar other insurance contracts.
Conditions pertaining to professional experience periods
and education levels have also been determined.
Regulation on Appointment of Insurance Experts:
The Regulation determines the details of expert
appointment process after creation of the damages file
and notification to SBM within a work day following the
date of reporting of damages to insurance companies,
and provides that in motor vehicle insurances, the expert
fee cannot be less than the base fee tariff, and if deemed
necessary, the Undersecretariat of Treasury may issue a
tariff in other insurance branches as well.
Regulation on Insurance Support Services:
By this Regulation put into effect as of November 28,
2015, the procedures and principles of outsourcing of
auxiliary or complementary services relating to main
fields of business of insurance companies, and delivery of
such support services, and providers of support services
have been determined. Support services have been listed
as such services as receipt of notices of claim, followup of recourse claims, salvage loss management and
archive management, and it is stated that the procedures
and principles of the Regulation will be applied on such
services. The conditions sought for in providers of support
services are also determined by the Regulation.
17 18 VIENNA INSURANCE GROUP COMPANY PROFILE
The Group has operated in Central and Eastern
Europe (CEE) for more than 25 years and is one of
the leading listed insurance Groups in the region.
VIG generated more than EUR 9 billion in premiums
in 2015, making it number 1 in its core markets
again. With close to 23,000 employees and around 50
Group companies in 25 countries, the Group offers
an extensive customer-oriented portfolio of products
and services across all lines of business (property
and casualty, life and health insurance).
Expansion into Central and Eastern Europe
VIG’s roots in Austria reach back to 1824. Since that
time, the Company has developed from a locally
based insurer to a leading international insurance
Group. Wiener Städtische set the course for the
international expansion. In 1990, it became one of
the first Western European insurance companies to
recognise the growth potential of Central and Eastern
Europe and to take a chance on entering the market
in the former Czechoslovakia. The past 25 years saw
a series of further expansions, including Hungary
(1996), Poland (1998), Croatia (1999) and Romania
(2001). After entering the market in Moldova in 2014,
VIG now operates in a total of 25 countries.
Number 1 in its core markets
VIG’s core markets are Austria, the Czech Republic,
Slovakia, Poland, Romania, Bulgaria, Croatia,
Hungary, Serbia and Ukraine. A market share of more
than 18 % makes VIG the clear number 1 insurer in
this group of countries.
The strategic decision that was made in 1990 to
expand into Central and Eastern Europe has proven
to be very successful. In 2015, more than half of VIG’s
total premiums of more than EUR 9 billion were
generated in CEE markets. VIG is convinced that the
economic growth of the region as well as the demand
for insurance there will continue to rise.
The CEE region’s importance as a growth market
for VIG is also shown by the decision to locate the
registered office of its reinsurance company VIG Re
(established in 2008) in the Czech Republic.
Customer proximity is VIG’s trump card in 25
markets
VIG’s success is primarily based on local
entrepreneurship and customer proximity. This is
reflected in the regional ties, multi-brand strategy
and wide variety of distribution channels used. The
Group made a conscious decision to rely on regionally
established brands united under the Vienna Insurance
Group umbrella. VIG’s success as a corporate Group
is also due to the individual strengths of these brands
and local expertise of around 50 Group companies.
Its core business is the key of VIG’s success
VIG’s activities are clearly focused on its core
business, the insurance business. It operates as
a progressive and highly risk-conscious insurer.
Reliability, trustworthiness and solidarity are qualities
that benefit the Group not only in its relationships
with customers, but also with business partners,
employees and shareholders. Values such as honesty,
integrity, diversity, equal opportunity and customerorientation form the basis for business decisions at
VIG.
An attractive employer in Austria and Central and
Eastern Europe
In addition to being number 1 for insurance products, VIG
also wants to be the number 1 choice as an employer and
attract the most talented and the smartest employees.
Identifying and developing individual employee skills
are a central priority in the Company’s modern human
resources management. Diversity is seen as an opportunity
and is part of the day-to-day life at VIG. The Group also
places great importance on creating an environment
that promotes the development of its employees. This is
because Vienna Insurance Group is aware that its success
is based on the dedication of it’s around 23,000 employees.
Further information on Vienna Insurance Group is available
at www.vig.com, or in the VIG Group Annual Report.
THE LEADING INSURANCE
SPECIALIST IN AUSTRIA AND CEE.
The effects of this fundamental approach are shown in
its strategy of continuous sustainable growth, as well
as its excellent creditworthiness. VIG’s development
is confirmed by the international rating agency
Standard & Poor’s which has awarded the Group
a rating of A+ with a stable outlook for years. As a
result, VIG has the best rating of all companies in the
ATX, the leading index of the Vienna Stock Exchange.
VIG and Erste Group: a strong team
Erste Group has strong ties to Austria and is one of
the leading banking Groups in Central and Eastern
Europe. VIG and Erste Group entered into a strategic
partnership in 2008 that benefits both of them in the
region: Erste Group branches distribute VIG insurance
products, and in return VIG Group companies offer
Erste Group bank products.
Stable dividend policy of the Group
VIG has been listed since October 1994 and is now one
of the top companies in the “Prime Market” segment
of the Vienna Stock Exchange. The company has an
attractive dividend policy that offers shareholders a
dividend of at least 30 % of Group profit (after taxes
and non-controlling interests).
Its listing on the Prague Stock Exchange in February
2008 also emphasises the great importance of the
Central and Eastern European economic area for VIG.
As in Vienna, VIG is also one of the top companies in
the Prague stock market.
Around 70 % of VIG’s shares are held by its principal
shareholder Wiener Städtische Versicherungsverein.
The remaining shares are in free float.
January 2016
www.vig.com
19 20 HUMAN RESOURCES’ PRACTICES
FAALİYET
RAPORU
2015
The value, we attach to our employees, and the value,
our employees add to our company, are in a cycle,
which constantly reinforces and fosters one another.
Our goal is to ensure effective planning, management,
constant development and improvement of the
human resources potential, which is directly related
to the value created by the human resources within
this cycle, environment, conditions, system and the
potential of the system as well as to release and
shape the potential energy to serve such goals.
Behind the scenes
there are people preparing and getting prepared
for the best.
In line with the mission, vision and goals of
our company, we implement an objective and
competence-oriented recruitment and placement
process, which aims at placing the right person
to the right position, within the framework of our
fundamental values. In this respect, we organize
orientation and development trainings to speed up the
adaptation process of recently recruited employees to
our corporate structure and to provide them with the
background knowledge required for their profession.
Our “Performance Management” process, which
helps the employees work in line with the corporate
goals and focus on a common goal, consists of goalsetting, monitoring, evaluation and feedback stages.
By such a performance management process, we
aim to evaluate the employees objectively, and plan
the outputs of the system such as promotion, wages,
development and career planning in an effective and
accurate way.
• To raise productivity of our employees by means
of an accurate career plan within an objective
performance assessment system,
• To ensure the ultimate development of our
employees through internal and external trainings in
accordance with our vision and fundamental values,
Number Of Employees As Of 31.12.2015
Head Office + Broker Sales Directorate
Alternative Distribution Channels Call Center
Istanbul Anatolian Side Regional Directorate
Istanbul European Side Regional Directorate
Ankara Regional Directorate
Central Anatolia Regional Directorate
Izmir Regional Directorate
Antalya Regional Directorate
Adana Regional Directorate
Bursa Regional Directorate
Cyprus Branch
Total:
NUMBER
167
5
8
9
22
9
9
5
8
4
1
246
The ever changing and evolving needs of our
employees and customers show us in which aspect
we should improve our specialties and competences.
In line with such needs, we offer trainings that
provide constant development opportunities for our
employees and business partners.
During the management of all these activities, the
following points constitute our Human Resources
policy:
• To bring up customer-oriented leaders, who can
plan the present and future of our Company within
the framework of our vision and fundamental values,
in a strong and accurate manner,
• To act in compliance with the principle of equal
opportunity, which eliminates racial, ethnic, national,
religious and sexual discrimination,
• To provide a secure, transparent, participatory,
flexible environment for our employees, which also
allows for their constant development,
Human Resources;
Özgür ŞAHİNBAŞ
Aytül ATAR
• To protect the rights and social security of our
employees, and maintain the balance between
professional and private lives,
21 22 BOARD OF DIRECTORS
Dr. Martin Simhandl / Chairman of the Board of Directors / Member of the Corporate Governance Committee and Early Identification of
Risk Committee
2004 - present / Vienna Insurance Group AG / Member of the Managing Board, CFO
1985 - 2004 / Vienna Insurance Group AG / Various Positions
Stefan Waldner / Independent Member of the Board of Directors and Member of the Audit Committee
2014 – Present / OMV Petrol Ofisi A.Ş., İstanbul / CFO - Member of the Executive Committee
2011-2014 / OMV Petrol Ofisi A.Ş., İstanbul / Member of the Board of Directors
2014 – Present / OMV Petrol Ofisi Holding A.Ş., İstanbul / Member of the Board of Directors
2014 – Present / OMV Gaz ve Enerji Holding A.Ş., İstanbul / Member of the Board of Directors
2009-2014 /OMV Aktiengesellschaft, Viyana / Senior Vice President, Corporate Development
2005-2009 / OMV Aktiengesellschaft, Viyana / Head of Mergers & Acquisitions / Economics
2000-2005 / Merrill Lynch International, London / Investment Banking Analyst / Associate
Dr. İsmail Hakkı Ergener / Independent Member, Deputy Chairman of the Board of Directors / Chairman of the Corporate Governance
Committee, Early Identification of Risk Committee and Audit Committee
2012 - 2013 / EurocityBank AG / CEO
2009 - present / SK Danube AG /General Manager
1997 - 2008 / DenizBank AG / CEO,
1995 - 2007 / Express Trade Bank / General Manager
1991 - 1995 / Deutsch Türkische Bank / Credit Marketing Manager
1989 - 1991 / Turkish Development Bank / Germany Representative
1987 - 1989 / Iktisat Bankasi / Branch Marketing Manager
1986 - 1987 / Cerrahgil A.S. / Export Manager
1984 - 1985 / Interbank / Credit Analyst
Dr. Josef Aigner / Member of the Board of Directors
2007 - present / Vienna Insurance Group AG / Head of Corporate Business Department
2006 - 2007 / Wiener Staedtische Versicherung / Head of Corporate Business Claims Department
2000 - 2006 / Wiener Staedtische Versicherung / Assistant to the Managing Board
1999 - 2000 / Allianz Versicherung / Allianz Risk Service
1995 - 1999 / Allianz Elementarversicherung / Risk Management Department, Risk Manager
Koray Erdoğan / Member of the Board of Directors and General Manager
2011 - present / Ray Sigorta A.S.
2010 - Present / Hacettepe University / Lecturer / Actuary Department
2009 - 2011 / Insurance Auditing Board of the Undersecretariat of Treasury / Deputy Chairman
1997 - 2009 / Insurance Auditing Board of the Undersecretariat of Treasury / Insurance Auditing Specialist
Mehmet Levent Şişmanoğlu / Member of the Board of Directors and General Manager
2007 - 31.07.2015 / Ray Sigorta A.S.
2006 - 2007 / Brian Tracy / Sales Organization Consultant and Instructor
2003 - 2005 / Genel Sigorta and Genel Yasam Insurance Agency
1997 - 2003 / Garanti Sigorta A.S. / Regional Manager
1996 - 1997 / Arpas Kuyumculuk / Sales Manager
1995 - 1996 / Polisan A.S. / Sales Manager
1994 - 1995 / Rotopas A.S. / Product Manager
Gerald Klemensich / Member of the Board of Directors, Member of the Corporate Governance Committee and Early Identification of Risk
Committee
2007 - present / Wiener Re / Member of The Supervisory Board
2003 - 2007 / Wiener Staedtische Osiguranje A.D.O. Beograd / Member Of The Supervisory Board
2004 - present / Vienna Insurance Group / Lead Manager Reinsurance Division
2001 - 2004 / Wiener Staedtische Allgemeine Versicherung / Assistant Manager Reinsurance Division
1998 - 2000 / Wiener Staedtische Allgemeine Versicherung / Member of Reinsurnce Division
1995 - 1998 / Wiener Staedtische Allgemeine Versicherung / Assistant of The Management Board
1993 - 1994 / Ewig International Marine Corporation USA / Marine & Cargo Surveyor And Loss Adjuster
Before - 1993 / Studio Peritele Pino Rebulla, Italy / Marine & Cargo Surveyor And Loss Adjuster
(*) Mehmet Levent Şişmanoğlu Member and General Manager ( He withdrawn from his duties on 31.07.2015 )
23 24 MANAGEMENT BOARD & MANAGEMENT TEAM
Koray Erdoğan / Chairman of Management Board and General Manager
2011 - present / Ray Sigorta A.Ş.
2010 - present / Lecturer / Hacettepe University, Deputy General Manager - Financial and Administrative Affairs
2009 - 2011 / Deputy Chairman of the Board / Insurance Auditing Board of the Undersecretariat of Treasury
1997 - 2009 / Insurance Auditing Specialist / Insurance Auditing Board of the Undersecretariat of Treasury
Feridun Art / Marketing Director (*)
2011 - 15.01.2016 / Ray Sigorta A.Ş.
2009 - 2010 / Ankara Sigorta A.Ş. / Deputy General Manager Responsible for Sales, Marketing and Regions
2003 - 2009 / Ankara Emeklilik A.Ş. / Deputy General Manager
1994 - 2002 / Garanti Sigorta A.Ş. / Unit Manager Responsible for all Regions (Rumeli Regional Manager & Agencies Manager)
(*) Feridun Art left his office on January 15, 2016
Eyüp Kemal Daldal / Member of the Management Board, Non-Motor Technical and Claims, Reinsurance Deputy General Manager
Gil Shuchman / International Key Accounts Director
1989 - 1993 / T. Halk Bank A.Ş. / Control Chief
1987 - 1989 / Anadolu Endustri Holding / Assistant Worksite Chief
2010 - 2011 / TBIH Financial Services Group N.V. / Insurance Analyses and Business Development Specialist
2007 - 2009 / Phoenix International Ltd. / Insurance Specialist – USA
Anıl Rasih Gülcen / Member of the Management Board, Sales Deputy General Manager
Banu Şensöz / Internal Control and Risk Management Manager
2006 - 2010 / Eureko Sigorta A.Ş. Head Office / Corporate - Commercial - SME - Direct Business Sales Director
2005 - 2005 / Eureko Sigorta A.Ş. Head Office / Sales Coordination Unit Manager
2002 - 2005 / Eureko Sigorta A.Ş. Ankara Region / Central Anatolia Regional Manger
2000 - 2002 / Eureko Sigorta A.Ş. Ankara Region / Regional Deputy Manager
1999 - 2000 / Garanti Sigorta A.Ş. Ankara Region / Technical Expert
1998 - 1999 / Garanti Sigorta A.Ş. Ankara Region / Claims Expert
1997 - 1998 / Garanti Sigorta A.Ş. Ankara Region / Agencies Collection Specialist
1995 - 1997 / Oyak Sigorta A.Ş. / Accounting - Financial Specialist
2007 - 2009 / Finans Emeklilik ve Hayat A.Ş. / Deputy Manager for Financial Control and Planning
2006 - 2007 / Moore Stephens Turkey / Senior Auditor
2005 - 2006 / Kiska Group LTD. New York / Finance and Reporting Specialist
2000 - 2005 / Consulate General of Culture and Tourism of Turkey, New York / Accounting Expert
Fahrettin Turan / Member of the Management Board, Motor Technical and Claims and Subrogation, Director
Mihriban Karu / Human Resources Manager
2006 – present/ Ray Sigorta A.Ş,
2003 - 2006 / Uzel A.Ş / Purchasing Specialist
2000 - 2001 / Türk Ekonomi Bankası / Credit Specialist
1999 – 2000 / Ege Bank A.Ş. / Management Trainee
2007 - 2009 / Efesan Grup A.Ş. / Human Resources Group Manager
2002 - 2004 / Ernst & Young / Human Resources Manager
1998 - 2002 / Arthur Andersen / Human Resources Manager
1991 - 1998 / Arthur Andersen / Staff Management Expert
Mehmet Levent Şişmanoğlu / Member of the Board of Directors and General Manager ( * )
Derya Öztürk / Member of the Management Board, Financial and Administrative Affairs, Director
October 2015 – present / Ray Sigorta, CFO
2012 – September 2015 / Ray Sigorta, General Secretariat
2008 – 2015 / Vienna Insurance Group AG
2007 - 31.07.2015 / Ray Sigorta A.Ş.
2006 - 2007 / Brian Tracy / Sales Organization Consultant and Trainer
2003 - 2005 / Genel Sigorta ve Genel Yaşam Sigorta Agency
1997 - 2003 / Garanti Sigorta A.Ş. / Regional Manager
1996 - 1997 / Arpaş Kuyumculuk / Sales Manager
1995 - 1996 / Polisan A.Ş. / Sales Manager
1994 - 1995 / Rotopas A.Ş. / Product Manager
(*) Mehmet Levent Şişmanoğlu left his office on July 31, 2015.
25 26 RAY SIGORTA ORGANIZATION CHART
INDEPENDENT AUDIT OF OUR COMPANY:
The independent audit firm entrusted with the task of
independent audit of 2015 financial statements of our
Company has been determined in the annual ordinary
meeting of our General Assembly of Shareholders held
on 31 March 2015. Accordingly:
Period:
Trade Name
:
Trade Registration
Number:
Address:
01.01.2015 – 31.12.2015
Akis Bağimsiz Denetim ve Serbest
Muhasebeci Mali Musavirlik A.Ş.
(A member of KPMG International)
BOARD OF
DIRECTORS
INTERNAL AUDIT
480474
Kavacık Rüzgarlı Bahçe Mah.
Kavak Sk. No: 29 Beykoz - ISTANBUL
GENERAL
SECRETARIAT
COMPLIANCE
OFFICER
INTERNAL AUDIT DEPARTMENT
INTERNAL AUDIT DEPARTMENT
Name,
Surname
Position
Date of Start of
Employment
Educational
Background
Professional Experience
MEMBER OF
MANAGEMENT BOARD,
MOTOR UW &CLAIMS,
SUBROGATION
DIRECTOR
FAHRETTİN TURAN
MEMBER
MEMBEROF
OF
MANAGEMENT
MANAGEMENTBOARD,
BOARD,
NON-MOTOR
UW &
DEPUTY GENERAL
MANAGER
NON-MOTOR UW
CLAIMS,
REINSURANCE
CLAIMS
REINSURANCE
DIRECTOR
EYÜP KEMAL DALDAL
2002 - 2005 / Savings Deposits Insurance Fund /
Commissioned Inspector
Kubilay
Bolayır
CIA, CPA,
CRMA
Internal Audit
Manager
03.05.2005
Bachelor’s
Degree / Finance
CHAIRMAN OF
MANAGEMENT
BOARD, GENERAL
MANAGER
KORAY ERDOĞAN
ACTUARY
CONTROLLING
& PLANNING
MARKETING
DIRECTOR
AGENCIES, C
AMPAIGN &
OPERATIONS
2002 / Bayındırbank A.Ş. / Inspector
2001 - 2002 / Etibank A.Ş. / Inspector
2000 - 2001 / Etibank A.Ş. / Authorized Assistant
Inspector
1998 - 2000 / Etibank A.Ş. / Assistant Inspector
MOTOR
CLAIMS &
SUBROGATION
MOTOR
UNDERWRITING
FIRE &
ENGINEERING
AGRICULTURE
INSURANCE
RISK
ENGINEERING,
PORTFOLIO &
CONTROL
ANALYSIS
REPORTING
REINSURANCE
HEALTH &
TRAVEL
MARINE,
AVIATION &
LIABILITY
INSURANCE
MEMBER OF
MANAGEMENT
BOARD, FINANCE &
ADMINISTRATION
DIRECTOR
DERYA ÖZTÜRK
INTERNATIONAL
KEY ACCOUNT
DIRECTOR
HUMAN
RESOURCES
INTERNAL
CONTROL &
RISK
MANAGEMENT
INFORMATION
TECHNOLOGIES
FINANCE &
ACCOUNTING
COLLECTION
MEMBER OF
MANAGEMENT BOARD
DEPUTY GENERAL
MANAGER SALES
ANIL RASİH GÜLCEN
BROKER
& DIRECT
BUSINESS
SALES
AGENCIES
SALES
LEASING,
BANCASSURANCE
& ADC SALES
LEGAL
AFFAIRS AND
LEGISLATION&
COMPLIANCE
INVESTOR
RELATIONS
COMPLIANCE
27 28 BOARD OF DIRECTORS’ REPORT
Our Board of Directors is structured according to the
Corporate Governance Principles published by CMB
(Capital Markets Board). Total number of directors is 6,
and two of them are independent directors. All of our
directors, except for the General Manager, are nonexecutive directors.
This Committee works very effectively, and calls the
independent audit firm to its meetings at the periods of
audit. Furthermore, it reports the detected defects and
problems directly to the company managers by calling
them to its meetings, and reviews the results in its
subsequent meetings.
According to our Articles of Association, our Board
of Directors is under obligation to meet at least 4
times during a calendar year. During 2015, our Board
of Directors has met 4 times, and all directors have
attended these meetings. In addition, in emergencies,
the required decisions can be taken with consent of all
directors without holding a physical meeting. During the
year, all decisions have been taken by unanimous vote.
None of the directors has expressed any dissenting
opinion on any one of the decisions.
2) Corporate Governance Committee:
This committee is comprised of 4 members under
chair of an independent director. It also serves as a
Nomination Committee and a Remuneration Committee.
It has met once during 2015. Its duties are to supervise
and check whether corporate governance principles are
complied with or not, and to determine and identify the
probable risks resulting from non-complied principles
and rules, and to make suggestions for improving the
compliance with principles and rules. During the year, it
reviews the developments in the Company with respect
to compliance with Corporate Governance Principles,
and presents reports to our Board of Directors about the
actions required to be taken.
Besides the Board of Directors, our Company has
an Management Board. The Management Board is
comprised of 5 members in total under chair of the
General Manager. The Board of Directors has delegated
to the Management Board all of its powers other than
the non-transferrable powers as listed in the Turkish
Commercial Code.
Composition, working principles and 2015 activities of
the committees organized and appointed in our Company
accordance with the current applicable regulations of
CMB in order to enable the Board of Directors to perform
its duties and responsibilities as required are described
in the following paragraphs:
1) Audit Committee:
İIt is comprised of our two independent directors. It
has met four times during this year. The responsibility
of this Committee is to supervise the modus operandi
of accounting and financial reporting system, and the
effects of making the financial information and reports
public, and the effects of operations of independent audit
and internal control systems. It makes a preliminary
review of quarterly financial statements, and presents
the same to the Board of Directors’ approval for
clarification purposes. This Committee is also entrusted
with the task of choosing an independent audit firm and
presenting it to the Board of Directors’ consideration.
This Committee has held all of its meetings before
the date of publishing of the financial statements and
reports, and has reviewed the financial statements,
and has presented its assent to the Board of Directors.
3) Early Identification of Risk Committee:
This committee is composed of 3 members under chair
of an independent director. During 2015, it has met 6
times as specified in its internal bylaws. Its duties are “to
detect and identify at an early stage the risks which may
endanger the existence, development and continuity of
the Company, and if and when such risks are identified, to
take the required actions and measures, and to manage
the risks”. It collects information about its own issues
from various different departments of the Company, and
reports its results to our Board of Directors. Its reported
opinions and comments are carefully reviewed by our
Board of Directors. These opinions and comments are
then shared with the executive departments, and the
resulting actions taken thereon are continuously followed
up.
INFORMATION ABOUT TRANSACTIONS
OF THE COMPANY WITH ITS RISK
GROUP
During 2015 activity year, within the frame of pertinent
provisions of the Turkish Commercial Code, our
Company, and other VIG Group Companies, and the
Company’s shareholders, affiliates and subsidiaries,
and top echelon management are identified and
considered as related parties as for the financial
statements of the Company.
Pursuant to article 199 of the Turkish Commercial
Code, our Company’s Board of Directors has given
the following statement in the conclusion section
of its affiliation report issued about relations of our
Company with its controlling company and with
affiliates and subsidiaries of its controlling company.
Main transactions with the related companies are in
the form of transfer of premiums as a requirement of
insurance activities. We have quota-share and surplus
reinsurance treaties with the related companies, and
voluntary reinsurance transfers are also effected
in accordance with the current market conditions.
Other than insurance activities, if and when required,
consulting and advice services are purchased in
information technologies, actuary and reinsurance
fields, and these services are purchased over prices
or fees determined on arms’ length basis.
These transactions are required by activities and
operations of our Company, and except for these
transactions, there is:
FINANCIAL RIGHTS AND OTHER
BENEFITS PROVIDED TO MEMBERS
OF MANAGEMENT BODY, BOARD OF
DIRECTORS AND MANAGEMENT BOARD
Financial Rights
A- Board Of Directors:
Total sum of wages, salaries and similar other fees
paid to president and members of the Board of
Directors during the accounting period ending as of
31 December 2015 is TL 177.000.
B- General Manager and Management Board Members:
Total sum of wages, salaries and similar other fees
paid to general manager and management board
members during the accounting period ending as of
31 December 2015 is TL 2.489.206,57
Relevant section of our financial statement footnotes
contains more detailed information thereabout.
OTHER BENEFITS
A- Board Of Directors:
Total sum of expenditures made for business-related
travels and similar other activities of president and
members of the Board of Directors is TL 39.903,26
B- General Manager and Management Board Members:
Total sum of expenditures made for business-related
travels and similar other activities of general manager
and management board members is TL 187.898,66
•no debt relationship or no transfer of assets or
properties, and
•no legal transactions creating such responsibilities
as surety, guarantee or aval, and
•no legal transactions which may result in profit
shifting or transfer
between VIG Group companies and the Company’s
shareholders, affiliates and subsidiaries, or top
echelon managers.
As a conclusion, by this report issued pursuant to
article 199 of the Turkish Commercial Code, we hereby
declare and state that our Company has not incurred
any damages or losses due to any transaction with
or between VIG Group companies and the Company’s
shareholders, affiliates and subsidiaries, or top
echelon managers in 2015 activity year.
Details of and explanations on the transactions
effected by our Company with its risk group during
2015 are given in the footnote 45 among the footnotes
of financial statements included in the annual report.
29 30 2014 annual ordinary meeting of the General
Assembly of Shareholders of Ray Sigorta A.Ş. has
been held at the address of “Cumhuriyet Mahallesi,
Haydar Aliyev Caddesi No. 28, 34457 Sarıyer /
Istanbul” at 10:00 hours on Tuesday, 31.03.2015, with
presence and under supervision of Mr. Orhan Karabey,
Representative of Ministry, appointed and assigned by
Istanbul Provincial Directorate of Customs and Trade.
In this meeting, the agenda items required to be
discussed pursuant to the pertinent provisions of
Turkish Commercial Code and the Capital Markets
Law have been discussed.
a) 2014 financial statements and anuual report are
discussed and accepted.
b) Members of the Board of Directors who served in
2014 are individually and separately discharged.
c) Resolved in line with the proposal of the Board of
Directors that the net profit of period of TL 2,376,736
resulting from 2014 activities be retained, and be set
off and deducted from the accumulated losses of past
periods.
d) Resolved that resignations of Mr. Karl Fink and the
independent director Mr. Reinhard Pichler from the
Board of Directors during the year 2014 be accepted,
and that appointment of Mr. Gerald Klemensich and
the independent director Mr. Stefan Waldner for the
seats vacated in the Board of Directors be approved.
e) Resolved that Akis Bağımsız Denetim ve Serbest
Muhasebeci Mali Müşavirlik A.Ş. (a member of KPMG
International) be elected as independent auditor for
audit of 2015 interim and yearly financial statements
and annual report of our Company within the frame of
pertinent provisions of the Turkish Commercial Code,
Insurance Laws and Regulations, Capital Markets
Laws and Regulations and other relevant legislation.
f) In addition, in order to comply with the new provision
added to article 371 of the Turkish Commercial Code,
article 26 of the Articles of Association of our Company
has been amended. This amendment is explained
in details under the heading of the Amendments to
Articles of Association hereinbelow.
g) The General Assembly of Shareholders is
informed that our shareholders holding the control
of management, members of our Board of Directors,
our top echelon managers and their spouses and
blood relatives and relatives by marriage up to second
degree have, during 2014, not entered into any
substantial transaction which may cause a conflict
of interests with our Company, and have not been
engaged in transactions within the fields of business
of our Company in their own name and account or in
the name and account of third parties, and have not
participated in another company engaged in the same
fields of business as an unlimited liability partner. The
General Assembly of Shareholders is also informed
that no transaction as defined in articles 395 and 396
of the Turkish Commercial Code has been effected
during 2014.
h) Remunerations and fees to be paid to members of
the Board of Directors are determined.
AMENDMENTS
ASSOCIATION
TO
ARTICLES
TEYİLAAF
UROPAR
5102
2014 ANNUAL ORDINARY MEETING
OF THE GENERAL ASSEMBLY OF
SHAREHOLDERS
Behind the scenes, there is
the endeavour to achieve perfection.
OF
Our Company is required to amend article 26
“Representation of the Company” of its Articles of
Association due to addition of a new provision to
article 371 of the Turkish Commercial Code during
2014. Permissions required for the amendments to
the articles of association have been received from the
Capital Markets Board on 5 February 2015, and from
the Treasury Undersecretariat Insurance General
Directorate and the Republic of Turkey, Ministry of
Customs and Trade on 28 February 2015.
Amendments to the Articles of Association have been
accepted by unanimous vote in the Annual Ordinary
Meeting of the General Assembly of Shareholders
held on 31.03.2015.
Other than this article, no article of the Articles of
Association has been amended.
Current copy of the Articles of Association of our
Company is published in the section “ Investor
Relations” in our Internet Site.
Risk Engineering;
Necati ÜLGER
31 32 {
}
2014 / 2015 PRODUCTION COMPARISON
technical results
A - NON-MOTOR
The Company’s total premium production for 2015 has been TL 444,639,200 and non-motor premium has been TL
240,869,686 in this total Premium production.
Non - Motor
Liability %11
Engineering
%29
Technical Profit has changed from TL 32,264,650 in 2014 to TL 33,310,852 in 2015 with an increase of 3%.
2015
ltu
Ag
ric
u
1,413,085
1,288,585
n
Av
iat
io
re
7,307,967
7,396,390
11,290,643
9,839,687
IP
TC
13,672,633
11,844,395
M
He
a
ar
in
lth
e
INSURANCE BRANCHES
2014
2015
TECHNICAL PROFIT PROFITABILITY RATIO %
TECHNICAL PROFIT
6,574,113
8%
2,712,483
3%
ENGINEERING
4,895,175
8%
10,331,632
15%
13,387,738
59%
8,534,488
32%
MARINE
4,587,500
26%
7,318,228
40%
HEALTH
2,304,850
19%
3,595,723
26%
TCIP
454,310
5%
467,243
4%
AGRICULTURE
-78,743
-
302,335
4%
AVIATION
139,707
11%
48,720
3%
32,264,650
15%
33,310,852
14%
INSURANCE
BRANCHES
PREMIUMS
TOTAL PREMIUM
SHARE %
PREMIUMS
TOTAL PREMIUM
SHARE %
FIRE
79,826,459
37%
92,296,568
38%
ENGINEERING
65,062,702
30%
69,649,048
29%
NON-MOTOR LIABILTY
22,654,253
11%
26,887,379
11%
MARINE
17,674,836
8%
18,352,364
8%
HEALTH
11,844,395
5%
13,672,633
6%
TCIP
9,839,687
5%
11,290,643
5%
AGRICULTURE
7,396,390
3%
7,307,967
3%
6,000,000
AVIATION
1,288,585
1%
1,413,085
1%
4,000,000
215,587,308
100%
240,869,686
100%
2,000,000
TOTAL
14,000,000
12,000,000
10,000,000
8,000,000
2014
2015
0
n
Av
iat
io
re
Ag
ric
ul
tu
IP
TC
al
th
He
M
ar
in
e
-2,000,000
Fi
re
En
gin
ee
rin
g
No
n
Li -M
ab ot
ilt or
y
TOTAL
PROFITABILITY RATIO %
FIRE
NON-MOTOR LIABILTY
2014
18,352,364
17,674,836
26,887,379
69,649,048
No
n
Li -M
ab ot
ilt or
y
Fire
%38
Marine
%8
Motor %46
22,654,253
65,062,702
Health
%6
%54
2015
TCIP
%5
En
%46
g
%54
%3
gin
ee
rin
Non-Motor
Agriculture
Fi
re
Aviation
%1
92,296,568
2015 PREMIUM DISTRIBUTIONS BY BRANCHES
2015 TOTAL PREMIUM SHARES%
79,826,459
Distribution of premium production by insurance branches in 2015:
2014
33 34 When reviewed by branches,
Marine Insurances hold a share of 8% in total premium production, and with a profitability rate of 40%, is included in
the list as the 1st most profitable branch. In addition, in the sector production listing, it is ranked the 7th in the Hull
insurance branch.
Total share of Casco and Traffic insurances in the motor branch has been 97%, and in 2015, premium production has
reached TL 93.447.011.- with an increase of 16% in Casco insurances, and TL 103.405.061 - with an increase of 33% in
traffic insurances.
Share in Premium 2014 vs. 2015
Non-motor Liability Insurances hold a share of 11% in total premium production, and with a profitability rate of 32%, is
included in the list as the 2nd most profitable branch.
Fire Insurances hold a share of 38% in total premium production, and has a profitability rate of 3%. The cause underlying
the fall in profitability rate as regards the previous year is the great damages of floods and natural disasters during the
year.
Health Insurances hold a share of 6% in total premium production, and has a profitability rate of 26%. Production in
Health branch has increased by 8% as regards the previous year, and the production increase is continuing with new
products.
%48.8
Engineering Insurances hold a share of 29% in total premium production, and has a profitability rate of 15%. The sector
is ranked the 9th in premium production listing.
PREMIUM
PREMIUM
PROFITABILITY
RATE %
PROFITABILITY
RATE %
NET LOSS
RATIO
NET LOSS
RATIO
2014
2015
2014
2015
2014
2015
FIRE
79,826,459
92,296,568
8%
3%
48%
73%
ENGINEERING
65,062,702
69,649,048
8%
15%
76%
54%
NON-MOTOR
22,654,253
26,887,379
59%
32%
-6%
-9%
MARINE
17,674,836
18,352,364
26%
40%
34%
-8%
HEALTH
11,844,395
13,672,633
19%
26%
44%
34%
TCIP
9,839,687
11,290,643
5%
4%
0%
0%
AGRICULTURE
7,396,390
7,307,967
-
4%
0%
0%
AVIATION
1,288,585
1,413,085
11%
3%
0%
0%
215,587,308
240.869.686
15%
14%
40%
40%
BRANCHES
TOTAL
Premium production of the Company in Motor branch has increased by 24% to TL 203.769.515.- in 2015.
In Motor branch, the technical loss of TL 270.815.- in 2014 has come out to be TL 23.122.529 in 2015 . The following table
indicates the distribution of our premium production, rates of variation, and technical profit/loss amounts, by branches,
in comparison to 2015.
2014
Gross
Written
Premium
Technical
Profit
Loss
2015
Share in
Premium
Gross
Written
Premium
Technical
Profit
Loss
Share in
Premium
Change
of
Premium
Change of
Technical
Profit/Loss
Casco
80.275.935
18.390.689
48,8%
93.447.011
9.428.880
45,9%
16,4%
-48,7%
MTPL
77.584.920
-20.361.012
47,2%
103.405.061
-36.305.799
50,7%
33,3%
78,3%
Motor Facultative
TPL
5.203.315
552.897
3,2%
5.747.183
2.661.494
2,8%
10,5%
381,4%
Legal Protection
1.086.976
968.501
0,7%
1.150.862
946.479
0,6%
5,9%
-2,3%
286.838
178.110
0,2%
19.398
146.417
0,0%
-93,2%
-17,8%
164.437.984
-270.815
100%
203.769.515
-23.122.529
100%
23,9%
8.438,1%
Total
CASCO
2014
MTPL
2015
%3.4
OTHER
* Other: Motor Facultative TPL, Compulsory Personel Accident For Buses, Legal Protection
Sectoral Assessment:
The following table indicates the motor branch premium production and technical profit/loss of non-life insurance
companies, in comparison to that of Ray Sigorta, as of the end of September 2015.
In traffic insurances, our market share is 1.7%, and our share in the total loss of the sector is 1.5%, i.e. below our
market share.
Gross Written Premium:
Comp.Personel
Accident For Buses
%4.0
As of the end of September 2015, in Casco insurances, our market share is 1.8%, and our share in the total profit of the
sector is 2.5%, i.e. above our market share.
B- MOTOR:
Branches
%50.7
%47.2
%45.9
According to the results of first nine months of 2015, in terms of technical profitability, we have shown a performance
which is above the sector average.
Sector
RAY SİGORTA
Branches
Gross Written
Premium
Technical
Profit/Loss
Gross Written
Premium
Market
Share
Share in
Technical
Profit /
Loss
Technical
Profit/Loss
Casco
3.916.578.971
312.738.974
69.333.828
7.871.481
1,8%
2,5%
MTPL
4.299.423.563
-1.536.314.591
72.165.126
-23.429.254
1,7%
1,5%
333.656.859
173.320.133
4.275.661
1.884.779
1,3%
1,1%
Legal Protection
71.451.239
51.006.721
859.869
722.641
1,2%
1,4%
Comp.Personel Accident
For Buses
34.188.334
6.238.446
7.398
136.840
0,0%
2,2%
Motor Facultative TPL
*Data have been collected from the Financial and Technical Tables of Companies published by the Turkish Insurance Association as of the end of September 2015
35 36 Motor Facultative TPL:
2015
2014
2014
2014
2015
In 2015, in casco insurance, our premium production was TL 93.447.011.- with an increase of 16,4%, and its share is
45,9% in total premiums produced in the motor branch. In this branch, total sum of damages paid is TL 56.221.226.,
and end-of-period outstanding claims portfolio is TL 8.361.672.-The resulting technical profit is equal to 10,1% of
premiums, and the amount of technical profit is TL 9.428.880.- In this branch, the loss ratio is 68,3%.
Loss Ratio
2014
2015
Loss Ratio
41,9%
20,6%
2014
2015
In 2015, in Motor Facultative TPL insurance, our premium production was TL 5.747.183 with an increase of 10%, and
a technical profit of TL 2.661.494 has been recorded. In this branch, the loss ratio was 20,6%.
Legal Protection Insurance:
1.150.862
1.086.976
Technical Profit/Loss
Loss Ratio
1,0%
0,2%
0
-36.305.799
-20.361.012
77.584.920
103.405.061
Gross Written Premium
552.897
2015
MTPL:
2.661.494
9.428.880
2015
5.203.315
68,3%
54,3%
5.747.138
Loss Ratio
946.479
2014
18.390.689
80.275.935
93.447.011
968.501
Casco:
2014
100,9%
115,2%
2015
2014
2015
2014
2015
In 2015, in Legal Protection insurance, our premium production was TL 1.150.862 with an increase of 6%, and a
technical profit of TL 946.479 has been recorded. In this branch, the loss ratio was 0,2%.
Compulsory Personel Accident For Buses:
2014
2015
In 2015, in MTPL insurance, our premium production was TL 103.405.061 with an increase of 33,3%, and its share is
50,7% in total premiums produced in the motor branch. In this branch, total sum of damages paid is TL 73.929.575, and
end-of-period outstanding claims portfolio is TL 101.348.516, and TL 15.979.264 corresponding to our reassurers. In
this branch, a technical loss of TL 36.305.799.- has been recorded, and the loss ratio was 115,2%.
Loss Ratio
51,6%
2014
0
2015
146.417
2015
178.110
2014
19.398
2015
286.838
2014
2014
2015
-126,8%
2014
2015
In 2015, in Compulsory Personal Accident For Buses insurance, our premium production was TL 19.398 with an
decrease of 93%, and a technical profit of TL 146.417 has been recorded. In this branch, the loss ratio was -126,8%.
37 38 TECHNICAL RESULTS
Premium Production:
The Company’s premium production has been TL
444,639,200 in 2015. With this amount of premium,
Ray Sigorta has been ranked the 17th with a market
share of 1.63% among the insurance carriers
operating in non-life insurance branches.
Casualty
%52
Engineering
%16
Marine
%4
Technical Profit:
Technical Profit has reduced from TL 32,046,072 in
2014 to TL 10,188,323 in 2015 by a fall of 68.2%.
Fire
%21
2015
2014
TECHNICAL
PROFIT
PREMIUM
TECHNICAL
PROFIT
CHANGE IN
PREMIUM
FIRE
92.296.568
2.712.483
79.826.459
6.574.113
15,6%
TCIP
11.290.643
467.243
9.839.687
454.310
14,7%
MARINE
18.352.364
7.318.228
17.674.836
4.587.500
3,8%
232.069.979
-14.539.321
188.380.820
13.201.256
23,2%
ENGINEERING
69.649.048
10.331.632
65.062.702
4.895.175
7,0%
AGRICULTURE
7.307.967
302.335
7.396.390
-78.743
-1,2%
13.672.633
3.595.723
11.844.396
2.412.461
15,4%
444.639.200
10.188.323
380.025.291
32.046.072
17,0%
CASUALTY
HEALTH
TOTAL
TEYİLAAF
UROPAR
TCIP
%3
The following table shows the distribution of our
premium production, rates of increase, and technical
profit amounts separately for different branches and
in comparison to 2014:
PREMIUM
Health
%3
5102
Agriculture
%2
Behind the scenes
there is the joy of starting to work with the
same excitement every day.
Results of Technical Transactions
In 2015:
• Ray Sigorta has produced premiums of TL
444,639,200, and has transferred a portion of TL
231,699,192 thereof to reinsurers. The rate of growth
was 12% in regards to the number of policies, and 17%
in regards to the amount of premiums. By addition of
various other income and expense items, a technical
profit before operating income and expense of TL
10,188,323 has been recorded.
• Ray Sigorta has, in consideration of these premiums
produced, paid a commission of TL 58,955,584,
including the variation in deferred paid commissions,
and has, in consideration of the premiums transferred
to reinsurers, paid a commission of TL 42,566,061,
including the variation in deferred collected
commissions.
• Ray Sigorta has paid for claims and damages in
a total amount of TL 276,956,159, and a portion of
TL 143,155,640 thereof has been received back as
share of reinsurers. Total outstanding claims reserve
is equal to TL 240,577,345, and share of reinsurer
companies therein is TL 125,262,270.
• When operating expenses, as well as financial income
transferred from non-technical department are added to
the technical profit amount, the technical profit before
operating income and expense of TL 10,188,323 is
converted to a technical loss of TL 12,252,564.
• Investment income has increased from TL 21,345,895
in 2014 to TL 31,380,123 in 2015. A review of the
investment income items reveals that the largest income
item is time deposits income of TL 18,910,604. A loss
of TL 482,066 has been incurred upon realization of
financial investments comprised of state bonds and
share certificates purchased by our Company, and a loss
of TL 1,322,708 has been incurred out of assessment
and appraisal of these investments.
• Among the investment expenses, except for the foreign
exchange loss, the greatest figure corresponds to
investment management expenses of TL 2,861,228, and
these expenses are mostly comprised of commissions
and costs arising out of transactions with banks. Parallel
to the increase in the speed of collections, our demand
and time deposits in banks have increased by 5.7%.
Sales; Esra İÇİM
Administration;
Şeyla TELVİ
Sales; Özgür EKEN
Sales; Leyla KESİCİ
39 40 As of the end of 2015, Ray Sigorta is continuing to
offer its services to policyholders and distribution
channels with its 88 sales and sales support personnel
in total through its 8 Regions (Istanbul European and
Anatolian regions, Ankara and Central Anatolia regions,
İzmir, Adana, Bursa and Antalya-seated Regional
Directorates), as well as 3 Divisions (Divisions of
Agencies, Brokers and Financial Institutions), Cyprus
Representation Office and Call Center.
Extensive distribution network throughout Turkey:
Working as a business partner of 1254 agencies, 62
ABank branches, 68 Fibabank branches, 57 Burgan
Bank branches, 70 brokers and 5 leasing companies
in 80 provinces in 2015, Ray Sigorta Sales and Sales
Support Department is offering its services through
an effective and extensive distribution channel
throughout Turkey.
Each portfolio manager, determined according to
the types of distribution channels, is serving oneto-one to agencies, branches and brokers affiliated
to him. At the same time, sales support personnel
are designated for each channel, and they are serving
to agencies, brokers and branches in the form of a
team together with relevant portfolio managers.
These teams are responsible for carrying out their
activities under a program and in line with the
corporate strategies and objectives. These objectives
are composed of branch – product premiums and
amounts in the targeted fields of the company, and
the sales and sales support personnel are followed
up through a performance follow-up model.
The sales department has also continued in 2015 its
initiatives aimed at development of its distribution
network through addition of new agencies thereto,
and as a result, has included 209 new agencies into
its distribution channel throughout Turkey.
High Distribution Channel / Policyholder Satisfaction
Serving with the motto of “at all times giving a back
to” its distribution channel, Ray Sigorta is one of the
companies which mostly lay their hands on their
agencies in the insurance sector. Sales department
teams, acting as insurance consultants, are at all
times in the field and beside the agencies. Ray Sigorta
is endeavoring to maximize the distribution channel
satisfaction through both its business experience and
its close field monitoring and follow-up.
Ray Sigorta, with its whole sales team, continues to be
a value-creating company in the insurance sector by
offering the best services to its distribution channel and
policyholders most rapidly. Each problem of agencies
and branches pertaining to insurance activities is tried
to be resolved by the relevant sales and sales support
personnel through immediate collection of information
thereon.
The Company’s Call Center is manned by inbound and
outbound teams. These sales personnel are trying
to respond to the incoming and created demands
through a remote sales model. The operating results
of the Call Center operating with 100% Customer
Satisfaction motto have continued to be improved also
in 2015.
TEYİLAAF
UROPAR
5102
SALES,
SALES
SUPPORT,
AND
CUSTOMER
SATISFACTION
DEPARTMENT ACTIVITIES
Behind the scenes
there are people believing in the power
of communications.
Customer Satisfaction:
The Customer Satisfaction Department, established
for the purpose of resolving the complaints received
by the Company, assesses the incoming notifications,
and examines all kinds of complaints and demands
filed during the year, and brings the relevant parties
together for resolution of problem, and receives a
solution-oriented feedback from the parties within
maximum 24 hours, thereby achieving its 100%
customer satisfaction goal.
Ray Sigorta’s Business Performance in 2015:
Ray Sigorta has reached double-digit growth figures
in motor and non-motor branches. It has achieved 12
percent growth rate targeted in non-motor branch,
and recorded a premium production of 240 million
TL.
In motor branch which was the scene of harsh
competition in 2015, Ray Sigorta has grown by
23 percent, and closed the year with a premium
production of approximately 204.2 million TL. In
comprehensive automobile insurance branch, a
growth rate of 15 percent as regards the past year is
reached. In all branches, Ray Sigorta has grown by 17
percent on yearly basis, and has completed the year
with a total premium production of 444.2 million TL.
Also in 2016, in order to further escalate its success,
Ray Sigorta will continue to apply its efficiency and
customer-oriented approach, and to work for further
increasing its brand awareness and satisfaction level.
Marketing; Selda ÇAMLIBEL
41 42 MARKETING DEPARTMENT CAMPAIGNS AND PROJECTS
Serving in the insurance sector with its past
experience of 57 years, Ray Sigorta continued to put
its signature under many innovations in the industry
through its innovative and customer-oriented
approaches also in 2015. Projects and innovations
realized by Ray Sigorta Marketing Department in 2015
are as listed below:
PRESS COMMUNICATIONS
VIRAL
COMMERCIALS
ADVERTISEMENT CAMPAIGN
RAYKONUT SERVICE
AND
Viral commercials
with the theme
“Don’t heave a
sigh, come to
Ray”, making
contribution to
brand awareness
and corporate
image of Ray
Sigorta, have been
produced with
participation of Ray
Sigorta personnel,
and have been
broadcasted in our
Facebook, Twitter and Youtube channels.
Evinize davetsiz misaﬁrler gelmeden siz bize gelin.
RAYPORTAL MOBILE APPLICATION
Development of mobile applications and reporting
modules of Ray Sigorta internal communication
portal (www.rayportal.com.tr) has been completed.
RAYPLUS CARD LOYALTY PROGRAM
APPLICATIONS
“RAYPLUS” loyalty card program addressing Ray
Sigorta customers and employees working and
collaborating with Ray Sigorta since long years has
been continued to be applied and developed.
In 2015, as a part of the press communications realized
with a view to contributing to the awareness and
reputation of Ray Sigorta brand, 561 news have been
broadcasted in nationwide and sector publications.
Our policyholders taking out an Evimsaray House
Insurance policy, coded 102, in 2014 have continued
to receive free combi boiler and air-conditioner
maintenance services once a year throughout the
validity term of policy.
Through contracts signed with service stations giving
maintenance services for many brands in 70 cities,
our policyholders have had the chance to receive
1 free combi boiler maintenance and 1 free airconditioner maintenance service a year throughout
the validity term of policy in the cities included in the
network.
PRODUCT ACTIVITIES:
In our product no. 300, the structure of cover for
our individual customers has been updated, and in
addition, the product has been further enriched with
Personal Accident, House and Automobile Assistance
services, and has been offered for sale under the
name of FerdiRay.
The structure of cover of FerdiRay is created by giving
priority to security of insured and his/her beloveds in
the case of an accident. Product is structured with
the motto of “Giving a Back to Insured and Beloveds
in Their Hours of Need”.
Particularly with its enriched assistance services such
as vehicle towing, vehicle rescue by crane, changing
the tires, house installations, electricity, glass, lock
and key works, sending doctor or ambulance, hotel
services, transportation in the case of accidental
injury, transportation to permanent residence upon
discharge from hospital, and transportation of the
first degree family members accompanying the
patient, FerdiRay is a product which at all times gives
a back to insured and beloveds in their hours of need.
which have been validly inspected.
• In QRCs (Quick Repair Centers), a free expertise
survey is conducted to check whether the scrapped car
is properly repaired or not, and only after this survey,
the cars are taken under cover.
• Insurance proposals are not permitted to be entered
for cars not carrying the license plate of provinces
with QRC, and support may be received from Regional
Directorates for an exceptional entry of insurance
proposals.
• Damages that may be incurred by the covered cars
may be repaired only in QRCs. If the car is repaired in a
service station, outside QRCs, without a prior consent
of the Company, an exemption equal to 50% of the
amount of damages, not being less than TL 2,500, is
applied.
• Except for sales and total loss, the policy will not be
cancelled upon demand of insured.
•A valid credit card is required to be identified at the
time of entry of insurance proposal, and if the result
of expertise survey is positive, and if a confirmation
cannot be taken from the credit card upon approval
of proposal by automobile technical department, the
insurance proposal will be approved through use from
the agency’s overdraft account limit.
For the sake of easy access of our policyholders to
RAYKONUT privileges, in addition to micro website,
RAYKONUT mobile application has also been started.
LOS ANGELES / LAS VEGAS CAMPAIGN
In order to support
Ray Sigorta agencies
in motor and nonmotor premium
production, a
campaign with
Los Angeles / Las
Vegas travel award
has been organized
between 01.10.2015
and 31.12.2015. As a result of this campaign, our
winning agencies will make the journey in March
2016.
ONLINE TRAINING WORKS
Online trainings for Aura and “İşim Rahat” products
have been produced, and have been published via our
internal communication portal “Rayportal” in 2015.
SCRAPPED CARS ARE UNDER ASSURANCE
2ND
CHANCE
COMPREHENSIVE
AUTOMOBILE INSURANCE
2nd Chance Comprehensive Automobile Insurance
Product, prepared and issued by Ray Sigorta
specifically for scrapped cars, which are properly
repaired, has been offered for sale on 16.02.2015.
Thanks to the appropriately priced and widely
comprehensive
2nd
Chance
Comprehensive
Automobile Insurance Product of Ray Sigorta,
scrapped cars can again take to the roads securely
as before.
Product specifications:
• By 2nd Chance Comprehensive Automobile
Insurance Policy, previously scrapped cars are taken
under assurance with all covers of an expanded
automobile insurance policy.
• Such vehicles as automobiles, pickup trucks and
minibuses of 0-5 years of age are covered.
• 2nd Chance Comprehensive Automobile Insurance
Policy can be issued only in 22 provinces with Ray
Sigorta Quick Repair Centers and definitely for cars
QUICK PROPOSAL AND AUTOMATIC
RENEWAL PROJECT
Quick proposal display works for our Comprehensive
Automobile Insurance, Traffic Insurance and
“İşim Enfes” products have been completed, and
automatic renewal works have been conducted for
Comprehensive Automobile, Traffic, DASK and House
insurance policies.
43 44 2015
FAALİYET
RAPORU
Behind the scenes
there are people who are right beside you in
your hours of need.
MOTOR DAMAGES AND RECOURSE
DEPARTMENT’S ACTIVITIES
NON-MOTOR CLAIMS DEPARTMENT
ACTIVITIES
In 2015, in order to minimize the costs in bodily injury
files and shortening the processes, a team formed
for the bodily injury files pending in the Legal Service.
After this action of the team, the pending bodily
injury files have been handed over to thisteam from
Legal Service. The delivered files have been reviewed
and checked in terms of both legal conditions and
general conditions, and actions have been taken for
concilation of the bodily injury files fit for out-of-court
settlement, and in addition, all bodily injury files have
been rehabilitated.
During 2015, with a view to minimizing the costs of
non-motor legal files and ensuring that the process is
proceeded in a more controlled and effective manner,
in collaboration with the Legal Affairs Department, all
pending non-motor law files have been retroactively
handledin accordance with the insurance law
conditions and general conditions, and steps have
been taken for settlement and improvement.
Productivity increased through regional rotation of
automobile field audit team numbers.
A new paperless office system infrastructure and
faster reporting base analyzed and planned to go live
first half of 2016 which will be applied both direct and
Legal Cases and also will be ensuring the minimizing
the process.
Besides quickly determining the current price of a
total loss claims field audit team is authorized to
start an auction from the system used, enchanching
of auction system taken into action plan. Work
flows and system test completed for Two or more
companies online ve similtaneous auction system
which is planned to go live by the first quarter of the
2016. New auction system is also featured by more
effective and online reporting tool.
Works for enhancing of HOM ( quick repair center
) network in order to increase the customer
satisfaction, controlling the claims costs, and
enhancing the service quality have been continued.
Non-Motor Claims; Çiğdem UMUR
Motor Claims; Serdar ÖZKARA
Administration; İlker AKBULUT
Upon receipt of a new notice from the Legal Affairs
Department, all files are started to be delivered to the
Legal Affairs Department after examination by nonmotor claims department.
Monthly meetings have been organized to review the
non-motor legal files (to discuss New Entries, Closed
Files, Paid Files, Changes in Outstanding Claims, and
important / problematic files).
This will be continued also in 2016.
In order to increase the customer satisfaction, the
period of handling of house damages files has been
rearranged as one week through specific expert
management and jet reporting. In addition, uncovered
household policy claims have been finalized through
assessment and by a decision of the top management.
This will be continued also in 2016.
In facultative claims, in order to proactively prevent
the probable problems in claims / collection process,
the notices of outstanding claims made on the basis
of files are at the same time started to be collectively
transmitted to reassurers at the period-ends. In
order to prevent manual entry mistakes in these
notices, an automatic notification has been identified
to the system, and a notice is automatically sent to all
relevant units and departments.
Within the dpaperless office project, analyses and
display designs have been made in order to shorten
the legal and non-motor processes and to create an
efficient reporting system. The project is planned to be
used actively in the first half of 2016 after completion
of its infrastructural works.
45 46 2015
FAALİYET
RAPORU
Behind the scenes
there are innovative people believing the
power of technology.
INFORMATION TECHNOLOGIES
DEPARTMENT PROJECTS
Automatic Proposal Renewal Project
By the software projects developed in 2015, automatic
renewal proposals are created in the renewal periods of
insurance policies going to expire. Agencies are informed
about these insurance policies, and if the customer accepts,
only the proposal is approved and is easily converted into an
insurance policy.
QR-code Project
Actions are taken for QR-code Application, and when SBM
Mobile Accident Memorandum application is used, the QRcode existing on the policy is read, and the policy information
is automatically reflected onto the fields required to be filled
in.
Health – Rayport Integration Project
As the health products are operated on a separate insurance
application, it has become necessary to integrate this system
with (Rayport) main insurance system. By the actions taken,
the policies entered into the health applications system
are ensured to be automatically transferred to the main
insurance system.
Rapid Proposal System Project
Through a system separate from, but integrated to Rayport,
a Rapid Proposal and Policy Preparation System aimed at
rapidly producing proposals and policies in the system by
entering very few information thereto has been established.
Single Sign-on Project
Through this project, the facility of access to Rayport, Rapid
Proposal and Rayportal systems with a single password has
been provided. Rayportal has been renewed, and its use
has been further activated thanks to its dynamic structure.
Furthermore, survey (questionnaire), announcement,
training, etc. appointment system has been developed for the
users. Rayportal entry system has been integrated to Rayport.
Users are enabled to request and receive their Rayport and
Rayportal passwords through the system.
Infrastructure and Rayport Enhancement Project
Operating systems of Terminal and Agency servers have
been upgrade from Windows 2003 to Windows 2008, and in
addition, comprehensive software works have been carried
out for this platform. As a consequence, Rayport is now
operating with a higher performance level on Windows
2008 operating system. Thus, in spite of a reduction in the
number of servers used, the performance has been greatly
increased. In addition, many system errors arising out of the
former version have been remedied. Over this infrastructure,
Rapid Proposal and Policy infrastructures have also been
established and put into service.
Location Information Project
Location and address information of Contracted Institutions,
Health Institutions and Agencies are added on the map over
raysigorta.com.tr, together with Google Map information,
thereby making them more easily accessible.
Information Technologies;
Papatya Kartal YILMAZ
Serkan ŞENTÜRK
Group Policies Project
In our application speeding up the process by avoiding and
eliminating the registration of the customers one by one
at the stage of registration in customer cards, an excel
list which contains only T.R. identity no. information of
multiple customers is sufficient. Thus, T.R. identity number
information, Identity Sharing System (KPS) and name and
surname information are automatically inquired through web
service, and first, the customers are collectively registered,
and then, the customers are collectively included in the
proposal, in a practical manner. This project has facilitated
and speeded up the data entry process by realizing the T.R.
identity no. inquiry, customer registration, and inclusion of
customers in the proposal stages at a single step.
Infrastructure Improvement Works
Performance has been increased through improvement
works in the database systems, and rearrangement of
sources in all servers.
Advanced Load Balancer System Establishment Project
Our systems are made operative more rapidly and in
a more stabilized manner through commissioning of
new technologies in 2015. To this end, a network device
investment is made, and a new advanced load balancer
system is purchased. This system distributes the load in
agency and terminal servers according to work load, and
thus, servers are used more effectively and efficiently. This
device functions as a load balancer increasing performance
of the applications. Load Balancing is a network method
meeting such requirements as maximization of efficiency,
assuring optimum use of resources, and elimination of
excessive load, by distributing the work load among multiple
terminal and agency servers.
Network Analysis and Capacity Increase Project
Furthermore, with the opNet analysis system service,
a platform paving the way for analysis of performance of
network traffic, also including database, terminal and
agency services and for assessment of findings has been
established. In addition, network capacities in agency
roundtrip traffic have been increased.
SSL VPN Project
SSL VPN Project, initiated as a pilot application in November
2014, has been brought to a level usable by all personnel as
of January 2015. Thus, our personnel are enabled to link
to the computer systems from outside the company at any
time needed, as if they were in the offices, without working
overtime and by strictly complying with the security
standards.
Security Projects
Through a proactive management approach, some probable
threshold values are ensured to be determined before
failure, and through line monitoring and security-operationcenter services, system logs have been regularly taken, and
a project has been initiated for taking the required system
renewal and level enhancement actions in advance before
the threshold values relating to performance of devices are
reached.
DDoS, standing for Distributed Denial of Service, is a type of
attack aiming to prevent the accessibility of systems. It may
prevent access of real users to our web site. At the time of
establishment of each system, certain values are estimated
and forecasted for such criteria as number of users, line
capacity, and number of instantaneous demands, and the
system is designed so as to carry a load slightly above
these values. A security project has been initiated against
such and similar other attacks.
In 2015, a NAC service project has been initiated with
respect to network management and security. During 2016,
all devices used in the company will be projected in such
manner to assure data security in network or automation
of security steps at the time of linking. This project aims
to ensure compliance with our company’s security policies,
and to maximize the data and information security in our
company.
By IDS/IPS services purchased from outside, the whole
communication network is protected, and the systems are
taken under protection against all attacks and unauthorized
access attempts from internet. Thanks to IDS/IPS service,
the sources and contents of attacks can be reported, and the
attacks coming from external environment are prevented.
In addition, the updates of attacked signature databases are
regularly followed up, and protection is ensured against
most current attacks.
47 48 RAY SİGORTA SOCIAL RESPONSIBILITY
PROJECTS
Continuing all of its business processes with “human”
focus since its first day of foundation and working to
add value to lives of all its employees, policyholders
and stakeholders, Ray Sigorta is carrying out its
social responsibility projects for the future of its
community and our country, without ever forgetting
its social responsibilities. Ray Sigorta is measuring
success not only with its financial operating results,
but also with its goal of becoming a value creating
company, as also stated in its vision.
AGENDA OF THE ORDINARY GENERAL
ASSEMBLY MEETING OF YEAR 2015
OF RAY SİGORTA ANONİM ŞİRKETİ
1. Opening of the General Assembly Meeting and
election of the Chairman of the Meeting,
2. Reading and discussing Independent Audit Report
which were prepared for the year 2015,
3. Reading, discussing and approval of the Activity
Report of the Board of Directors and the Financial
Statements of the year 2015,
Along with the principle of making positive effects on
human lives, the “I’m a Volunteer; I’m Beside You”
project has been implemented. With Ray Sigorta’s
“I’m a Volunteer; I’m Beside You” project created
within the frame of the “Social Active Day” project
of Vienna Insurance Group (VIG), being one of the
most important insurance companies of Central
and Eastern Europe, it is intended to ensure that Ray
Sigorta employees make a contribution to training
of children with “Mental Disabilities”, an important
problem of our country, on voluntary basis and make
a positive contribution to social development in a
business day every year.
4. Release of each of the members of the Board
of Directors from their liabilities with respect to the
activities and accounts of 2015,
Ray Sigorta personnel are encouraged to make a
positive contribution to training of children with
mental disabilities and to development of their role
in social life on voluntary basis, thereby producing
solutions for social problems with joint efforts and
common mind.
8. Increasing the number of the Board members
of the Board of Directors from 6 to 7, appointment
of the new Board member for the new vacant board
membership and determination of the term of office,
Employees of Ray Sigorta have participated in the
project in 2015.
5. Discussing and resolving on the proposal of the
Board of Directors pertaining to dividend distribution
for the year 2015,
6. Appointment of the independent auditor for year
2016,
7. Approval of the appointment of the Board Member
who has been appointed within the year for the vacant
board membership of the resigned Board Member,
9. As per Corporate Governance Principles,
submitting information to the General Assembly
regarding important transactions of (i) Controlling
Shareholders, (ii) Board Members, (iii) Senior
Executives, (iv) their spouses and their relatives by
blood and marriage up to the second degree executed
with the Company and with the subsidiaries of the
Company in 2015 in a manner that may cause conflict
of interest; submitting information to the General
Assembly regarding transactions falling under the
scope of activity of the Company or of the subsidiaries
of the Company executed by the abovementioned
persons for their own accounts and for the account of
third parties in 2015, and submitting information to the
General Assembly on whether or not abovementioned
persons participate in other companies dealing with
similar business as unlimited liability shareholders,
10.Submission of the “Remuneration Policy” for
information of the General Assembly,
11.Determination of the remuneration to be paid to
members of the Board of Directors in the year 2016,
12. Wishes and Closing.
RAY SİGORTA A.Ş.
DIVIDEND DISTRIBUTION POLICY (*)
Principles regarding Dividend Distribution Policy of
Ray Sigorta A.Ş. (the “Company”) are stated as follows:
1) Dividend distribution practices are subject to
the relevant provisions of the Turkish Commercial
Code, Capital Markets Legislation, Tax Legislation and
Articles of Association of the Company.
2) The dividend shall not be distributed so long as the
portion of the accumulated losses, if any, exceeding
the total amount of (i) legal reserves including share
premiums, (ii) retained earnings, and (iii) equity
inflation adjustments excluding inflation adjustment
to share capital, are not deducted from the net profit
amount.
3) As a principle the Company distributes
dividends. However, dividend distribution proposal
to be submitted to the General Assembly shall
be determined by taking into account financial
conditions, liquidity, investment strategies, funding
needs and net distributable profit amount of the
Company and macro economic conditions and
regulations affecting the dividend distribution. In the
event that it is not proposed to conduct a dividend
distribution, the reason behind shall be submitted
to the information of shareholders at the General
Assembly Meeting. In the event that a distribution is
proposed to the General Assembly, the amount to
be distributed shall not be less than 20 % of the net
distributable profit amount.
4) Dividends may be distributed as cash or as
bonus shares or as a combination of cash and bonus
shares. In the event that the dividend is decided to be
distributed as cash, it may be paid in instalments in
accordance with the provisions of the Capital Markets
Legislation
5) Dividend distribution dates shall be determined by
the General Assembly in a manner to commence no
later than the end of June of any given year in which
the Company decides to distribute dividends.
6) Since there is no provision regarding the
distribution of advance dividends in the Articles of
Association, there won’t be any advance dividend
distribution.
This Dividend Distribution Policy enters into force upon
approval of the General Assembly. Any amendments
related to the Policy are subject to the approval of the
General Assembly.
( * ) Profit Distribution Policy has been approved
at the Ordinary General Assembly Meeting held on
31.,3.2014.
49 50 2015
FAALİYET
RAPORU
Behind the scenes,
there is a meticulous approach.
RISK MANAGEMENT AND INTERNAL
CONTROL SYSTEMS
The “Regulation on Internal Systems of Insurance,
Reassurance and Pension Companies”, no. 26913,
dated 21 June 2008, published by the Republic of
Turkey, Prime Ministry, Treasury Undersecretariat has
set down the procedures and principles pertaining
to Internal Control, Risk Management and Internal
Audit systems to be established in insurance and
reassurance companies founded in Turkey, and in
branch offices in Turkey of insurance and reassurance
companies founded in foreign countries, and in
pension insurance companies, and with regard to
their modus operandi. According to this Regulation,
the companies are under obligation to establish,
operate and develop adequate and effective internal
systems, in all of their regional directorates and
organization units, within the frame of procedures
and principles specified in the regulations put into
effect in connection therewith, in compliance with the
scope and structure of their activities and fit to the
changing conditions, with a view to monitoring and
controlling the risks they are exposed to. Within the
frame of this Regulation, the risk management system
activities assuring the identification, measurement,
monitoring and control of the risk exposures through
policies, codes of practice and limits determined
for the purpose of monitoring, controlling and if
required, changing of the risk and return structures
and accordingly, the nature and level of activities
contained in the future cash flows of the company and
in the internal control activities are carried out by the
Internal Control and Risk Management Department
with the intention of operation and development of
the internal control system efficiently, adequately and
appropriately.
RISK MANAGEMENT AND INTERNAL
CONTROL ACTIVITIES
Pursuant to the “Regulation on Internal Systems of
Insurance, Reassurance and Pension Companies”,
a director responsible for Internal Systems also
covering Risk Management and Internal Control
Systems has been appointed in our Company’s Board
of Directors.
Internal Control; Mert DİKMEN •
Motor Underwriting; Elçin ÖKSÜM • Internal Control; Serhan HERSEKLİ,
Furthermore, with a view to supervising the efficiency
of risk management process practices, and taking
joint decisions with regard to our Company’s risk
profile and risk strategy, and risk level and risk limits
that may be assumed by our Company, a Corporate
Risk Management Committee is established under
chair of the General Manager and in coordination with
the Risk Management and Internal Control Manager.
Risk Management activities aim to integrate the
Risk Management System to the Company’s existing
functions and processes, and to ensure that the Risk
Management System is applied as a whole in the
Company, and by creating a risk culture throughout
the Company, to protect the capital structure, to
assure an effective and efficient capital management,
to accurately manage the risks identified in the
process of achievement of objectives of the Company,
to reinforce the planning and decision making
processes, and to enhance the added value of the
activities.
In line with these targets, our Company’s risk
management activities are being carried out by the
Risk Management and Internal Control Department
in accordance with the applicable laws and according
to the following criteria:
- To determine the risk management policies and codes of practice on the basis of risk management strategies;
- To ensure that risk management policies and codes of practice are implemented and are complied with;
- To ensure that risks are detected and identified and adequately assessed before a process is started;
- To participate in the process of design, selection, implementation and preliminary approval of risk measurement models, and to regularly review the models, and to make the required changes therein;
- To produce reports out of risk measurement models used by the Company, and to analyze such reports;
- To ensure that the digitizable risks remain within the specified limits, and to monitor the use of these limits;
- To aggregate and consolidate the limits determined on unit basis separately for each risk, and to monitor the compliance of the Company with the specified limits on integral basis;
- To ensure that risk measurement and risk monitoring results are regularly and timely reported to the Board of Directors or the relevant internal systems supervisor and the General Manager.
With a view to developing the existing internal control
system of our Company and operating the operational
risk management process, and as a part of risk
management and internal control activities,
51 52 the Internal Control and Risk Management
department is reviewing all business processes of our
Company, revising the work flow charts, determining
the risk and control points specifically for the
process, and testing the adequacy of controls. Work
flows are revised according to the process internal
control matrix and risk map created according to the
results of assessment of risks and controls relating
to the process. Documents and findings created and
suggestions developed specifically for each process
are shared with the process owners and the Company
Management.
INFORMATION ON TYPES OF RISKS
AND ON RISK MANAGEMENT POLICIES
APPLIED:
non-chronic risks. In the first group, mechanical
equipments, electronic equipments and sudden
unforeseeable losses in power exchanges are taken
into consideration. In the second group, scope of
contract is limited by the warranty period. Insurance
is effected in accordance with the current market
conditions, risk acceptance criteria and reassurance
contract clauses.
Risks assessed in the measurements and modellings
used in the risk management process of our Company
are as follows:
1.Insurance Risk:
Risks pertaining to insurance contracts refer to the
inability to exactly know the probability of occurrence
of the insured event, and the amount of damages
to be caused by such event. As a requirement of
nature of insurance contracts, said risk is random
and accidental, and therefore, cannot be exactly
forecasted.
From the point of view of different branches, the most
important criteria in determination of risks for motor
vehicle accident insurance are vehicle type, age,
purpose of use, service costs, owner’s profession,
gender and age, and similar other factors. Three fields
may be mentioned in non-motor accident insurance.
They are included in the scope of liability, personal
accident and accident insurances. Important points
taken into consideration in determination of liability
risks are subject matter of insurance, annual turnover,
types of risk, statistics of previous years, scope
of the region, and similar other factors. For cargo
insurances, types of inventories and products, types
of ship and carrier, and from where the products
are carried to where, are the criteria required to be
taken into consideration before identification of risks.
For hull insurances, risks are generally determined
and declared by the general management. This
methodology is deemed appropriate, because the
applications relating thereto are a few, and risk
determination is specific. Fire insurances may
be grouped in two separate categories, namely as
industrial and personal. The insured property is
assured against physical loss and fire, lightning,
explosion and any other causes of damages covered
by the policy. Insurance is effected in accordance
with the risk acceptance criteria, conditions and
clauses of insurance contract, and current market
conditions. Engineering insurances are considered
as contracts covering permanent risks and transient,
The most important risk carried by the Company in
connection with insurance contracts is the probability
of the paid damages and compensations being in
excess of the reserves set aside thereinfor. The
Company formulates its policy underwriting strategy
according to types of accepted insurance risks and
actual damages. The Company manages the said
risks by policy underwriting strategy formulated by
it and by reassurance agreements entered into in all
branches of insurance.
2) Financial Risks:
Most important ingredients of financial risk are
market risk (includes currency risk, market value,
interest rate risk, cash flow risk and price risk), credit
risk and liquidity risk. The Company’s financial risk
management activities are concentrated on variability
of financial markets, and on minimization of probable
negative effects of it on the financial performance of
the Company. Financial risk management is effected
by the Company management in line with the limits
and procedures approved by the Board of Directors.
a) Market Risk:
i. Interest Risk:
Interest risk is the risk encountered due to variations
in interest rates, and this risk makes positive or
negative effects on the return expected from any
investment, or is effective on the indebtedness of
companies, because interest rate makes direct effects
on cash flows to be obtained or to be transferred to
outside at the end of maturity. The Company assesses
and monitors the market conditions and manages
the interest risk in accordance with the procedures
approved by the Board of Directors.
ii.Currency Risk:
The Company is exposed to currency risk arising out
of fluctuations in exchange rates due to conversion of
debts and receivables in foreign currencies into Turkish
Lira. These risks are followed up and limited through
analysis of foreign exchange positions. The Company
assesses and monitors the market conditions and
manages the currency risk in accordance with the
procedures approved by the Board of Directors.
iii.Price Risk:
Price risk refers to a probable negative change in
current market price of a fixed income security in line
with the changes in market interest rates.
The Company assesses and monitors the market
conditions and manages the price risk in accordance
with the procedures approved by the Board of
Directors.
b) Credit Risk:
Ownership of financial assets bears the risk of nonfulfillment of the conditions of agreement by the
other party. The Company’s credit risk arises out
of cash and cash equivalents and bank deposits,
financial assets, reassurance shares in insurance
obligations, receivables from reassurance companies,
and premium receivables from policyholders and
intermediary institutions.
3) Strategic Risks:
Strategic risk refers to probable threats and risks
encountered by the Company in the process of
achievement of its objectives.
The Company is managing its strategic risks
at the Board of Directors level and as a part of
strategic planning by restructuring the internal risk
management policies and practices of the Company
in accordance with the objectives of the Company.
4) Operational Risks:
Operational risks refer to damages that may be
directly or indirectly incurred due to human,
system, process and external factors. Our Company
is managing its operational risks by taking into
consideration the results of risk-based process
inspections, being a part of internal control activities,
and the past-oriented operational risk data and by
developing Company-wide effective controls in that
direction.
The Company is following up and limiting its credit
risk of financial assets and receivables arising
out of insurance activities (including reassurance
receivables), classified as credits and receivables,
through guarantees and collaterals received and in
accordance with procedures applied in selection of
counterparty.
c) Liquidity Risk:
Liquidity risk is the risk of inability of a company to
meet its funding requirements.
Our Company is managing its liquidity risk by regularly
monitoring the amount and maturity mismatches
between its assets and liabilities.
53 54 INTERNAL AUDIT
2015
FAALİYET
RAPORU
Ray Sigorta Internal Audit Department, established in
2004, is carrying out its activities in accordance with the
Internal Systems Regulation.
Behind the scenes,
there are people who work for reliability.
Ray Sigorta A.Ş. Internal Audit Department holds
internationally valid CIA and CRMA certificates and
SMMM (CPA) certificates, being the indicators of
professionalism. Through combination of business
experience in insurance sector with training and
knowledge directly applicable on all kinds of institutions
or business circles, as confirmed by the said certificates,
the professional knowledge and skills are kept and
developed. Ray Sigorta Internal Audit Department has
met the preliminary requirements of “VIG Auditor”
authorized to conduct audits in VIG Holding companies,
and is projected to participate in the program within the
frame of a road map initiated since 2016.
Purpose, scope, standards, structure, duties, powers,
responsibilities, activities and operating principles
of the Internal Audit Department are specified in the
Internal Audit Regulation. Accordingly, the Internal
Audit Department aims to provide assurance that our
Company’s activities and operations are carried out in
accordance with the applicable laws and other regulations
and the internal strategies, policies, principles and goals
of the Company, and to assess the efficiency of and to
develop the management, control and risk management
processes.
Internal Audit Department aims to provide assurance
to the Board of Directors about efficiency of internal
control and risk management systems, and makes
suggestions aimed at early diagnosis and detection of
risks. Thus, the Audit Committee is, together with the
Internal Audit function, supervising the modus operandi
of internal control and risk management systems.
Internal Audit activities in Ray Sigorta A.Ş. are being
conducted under yearly and three years’ Internal Audit
Plans prepared in coordination with VIG Holding Internal
Audit Division and approved by our Company’s Board
of Directors. Internal Audit Department is associated
directly to our Board of Directors, and is reporting to the
Audit Committee of our Board of Directors. Audit reports
prepared as a result of audits under a risk-based audit
plan are presented to the Board of Directors and top
echelon management, and may be sent to the Treasury
Undersecretariat.
Actions deemed necessary by our Company with regard
to the audit opinions and suggestions presented in the
Internal Audit reports are regularly followed up by the
Internal Audit Department. Thus, a systematic approach
is shown in order to assess the efficiency of, and to
develop, the Internal Control and Risk Management
system of our Company. Internal Audit activity results
and findings are assessed by our Company’s Board of
Directors and by VIG Holding through yearly internal
audit activity report and findings follow-up list.
The affairs and transactions in the Internal Audit
Department’s own organization are handled with an
approach contributing to increase of competitive power,
beyond the requirement to comply with the applicable
laws and regulations. In accordance with this purpose,
the framework of Internal Audit activities is determined
by a systematic, continuous and disciplined approach in
compliance with not only the current applicable laws,
but also the generally accepted international audit
standards.
Internal Audit; Kubilay BOLAYIR
Pursuant to the Solvency requirements and Internal
Audit Principles published by VIG Holding, such internal
audit activities as risk assessment, planning, followup of findings, documentation, and organization of
joint audits, etc. are performed in cooperation and
coordination with VIG Holding. However, application of
corporate governance principles is related to all activities
of the companies, and they are the targets which may
be developed depending upon the efficiency of internal
control systems. For this reason, Ray Sigorta A.Ş.
55 56 COMPLIANCE WITH OBLIGATIONS OF ANTI-MONEY LAUNDERING AND COMBATING
THE FINANCING OF TERORRISM
The Financial Crimes Investigation Board has determined and published principles for implementation of provisions
of the “Law no: 5549 on Prevention of Laundering Proceeds of Crime ”, dated 11/10/2006, and of the “Regulation
on Measures Regarding Prevention of Laundering Proceeds of Crime and of Financing of Terrorism” published for
implementation of the said Law.
Our Corporate Policy formulated in accordance with these principles directs and leads the activities and practices of
our Company.
Identification of insured / policyholder / beneficiaries is required in accordance with the “Know Your Customer” principle.
In the case of any information, doubt or suspicion showing that the properties being the subject of transactions executed
or attempted to be executed in our Company or through our business partners may have been acquired by illegal ways
or are used for illegal purposes, such transactions will be considered and treated as “doubtful transactions” and will be
reported and notified in accordance with the relevant written processes.
The project covering risk analysis, reporting, and assessment of results within the frame of our Company’s Corporate
Policy has reached the testing stage. It is intended to be made usable in 2016.
REPORT ON COMPLIANCE WITH
CORPORATE GOVERNANCE PRINCIPLES
SECTION I
Corporate Governance Principles Compliance Statement
Ray Sigorta A.Ş. shows great care and diligence
for compliance with the Corporate Governance
Principles. All of the mandatory principles contained
in the Corporate Governance Communiqué no. II-17.1
are fully complied with. Most of the non-mandatory
principles are already complied with. Actions taken
for compliance with the principles which are not yet
implemented are also being continued. Explanations
are given in the foregoing sections of this Report with
regard to the non-mandatory principles.
No conflict of interests has yet arisen till date with
respect to the non-mandatory and non-implemented
principles. Internal arrangements have been made in
order to avoid conflicts of interests.
SECTION II – SHAREHOLDERS
2.1. Investor Relations Department:
Investor Relations Department of our Company
is carrying out its activities within the frame of
the relevant Communiqué. All conditions listed in
article 11 of the Communiqué have been satisfied.
The Investor Relations Department is performing
all of its duties listed in the Communiqué in its own
organization, and has not delegated any of its duties
to other units or departments. Accordingly:
a) The Investor Relations Department reports directly
to the Company General Manager Mr. Koray Erdoğan.
b) The Investor Relations Department is accessible
through telephone number (+90) (212) 363 26 86,
and through electronic mail addresses yatirimci.
iliskileri@raysigorta.com.tr or investor.relations@
raysigorta. com.tr.
c)The Department is headed and directed by Mr. Erhan
Subaşı who holds a “Capital Market Activities Level-3
License” (License No. 206099) and a “Corporate
Governance Rating License” (License No. 700859).
d) The Department is further manned by Mr. Sedat
Yüksel, an employee of the Company.
e) Head of the Department is at the same time a
member of “Corporate Governance Committee”
reporting to the Board of Directors.
f)The Investor Relations Department has submitted
its activity report of 2015 to the Chairmanship of Board
of Directors of the Company on 31st of December,
2015.
g) The Department has mainly organized the
Company’s General Assembly Meeting, and replied
the questions of investors, and managed the
obligations of the Company arising out of capital
markets, and informed the public through Public
Disclosure Platform.
h) During 2015, 68 questions have been asked by
shareholders and other investors, and all of these
questions have been replied in a short time.
i)Furthermore, “Information Society Services” and
“Investor Relations” sections of Internet Site of the
Company are managed and kept up-to-date.
2.2. Use of Right to Information of Shareholders:
During 2015, information requests of shareholders
of our Company have been responded the day after
at the latest. Stakeholders are kept informed about
the Company through Public Disclosures of Material
Events published via Public Disclosure Platform
pursuant to the Communiqué of the Capital Markets
Board (CMB). All of the mandatory information
required to be kept pursuant to the applicable laws can
be retrieved via Internet site page of our Company.
Though the request of appointment of a private
auditor has not been granted as a right in our
articles of association, this right can be used by our
shareholders holding 5% or more of shares of the
Company pursuant to the provisions of the Turkish
Commercial Code. However, no request has been
received by our Company in connection therewith
during 2015.
2.3. General Assembly Meetings:
Annual Ordinary Meeting of the General Assembly
of Shareholders of our Company for the year 2014
has been held in our Company’s headquarters on
31st of March, 2015. Call for the meeting has been
announced in the Public Disclosure Platform on
2nd of March, 2015, and has been published in the
Turkish Trade Registry Gazette on 4th of March,
2015. Documents prepared for our Annual Ordinary
General Assembly Meeting, 2014 yearly Annual
Report, auditor reports and the Board of Directors’
proposal for 2014 yearly profit have been presented
to our shareholders for consideration twenty-one
days prior to the date of General Assembly Meeting.
No demand has been received from our shareholders
with regard to meeting agenda prior to the General
Assembly Meeting.
No question has been asked by our shareholders
during the Annual Ordinary General Assembly
Meeting.
As for the decisions of the General Assembly
of Shareholders, meeting quorum is subject to
57 58 provisions of the Turkish Commercial Code, and
94% of capital shares have been represented in
the meeting, and open ballot has been used, and
decisions have been taken unanimously. Minutes of
the General Assembly Meeting have been announced
in the Public Disclosure Platform in the same day,
and have been published in our Company’s Official
Internet Site the first business day thereafter.
Our Company’s “Profit Distribution Policy” is included
in the Annual Report and in our Company’s Internet
Site, and is open to access of shareholders.
of our Internet Site. All of the information contained
in our own internet site are further accessible in
English.
Profit of business operations of 2014 has been set
off from losses of past years, and no profit has been
distributed, by a decision of the General Assembly of
Shareholders.
Our Company’s Articles of Association does not
contain a clause stating that such decisions of the
Company as split-up, and sales, purchase and lease
of substantial amounts of assets, are required to be
taken by the General Assembly of Shareholders.
Furthermore, as our Company’s Articles of
Association does not contain a clause relating to
“Donations and Grants”, our Company has not made
any donation or grant during 2014. Nor has a topic
relating to donations and grants been included in
agenda of the General Assembly meeting.
2.6. Transfer of Shares:
The Company’s Articles of Association contains
a clause providing that: “Acquisition by a natural
person or a legal entity of shares representing 10%
or more of capital, and share transfers paving the
way for shareholding of a partner to exceed 10%,
20%, 33% or 50% of capital of the Company, and
share transfers paving the way for shareholding
of a partner to fall below the aforesaid rates are
subject to a prior consent and permission of the
Treasury Undersecretariat. Records made in share
book in violation of this provision are null and void.
The provisions of this paragraph are applicable also
in the case of acquisition of voting rights by right of
usufruct.” This clause is included in the Articles of
Association pursuant to the Insurance Law no. 5684.
Other than these legal requirements, the Articles
of Association does not contain any restriction on
transfer of shares.
3.2. Annual Report:
The Company’s Annual Report contains all of the
information specified by the Corporate Governance
Principles Communiqué and other applicable laws
and regulations.
The General Assembly of Shareholders is informed that
the shareholders holding the control of management,
the Directors, the top echelon executives and their
spouses and their blood relatives and relatives by
marriage up to second degree have, during 2014,
not been involved in a material transaction which
may lead to a conflict of interests with our Company,
and not entered into business activities covered by
the fields of business of our Company in their own
account or in the account of third parties, and not
entered into another company engaged in the same
types of commercial activities as and in the capacity
of a partner with unlimited liability.
Furthermore, fees payable to the Members of
Board of Directors have also been presented to the
shareholders for approval purposes.
2.4. Voting Rights and Minority Rights:
No privilege is granted on share certificates of the
Company. Nor does the Articles of Association of the
Company contain a clause relating to minority rights.
Our shareholders have not made any demand for
representation of minority rights in management. An
application relating to cumulative voting system and
method is not in place either.
2.5. Dividend Rights:
There is not in place a privilege on participation in
profit of our Company.
Profit distribution principles included in the Articles
of Association of our Company have been made public
with the “Profit Distribution Policy” approved by our
General Assembly of Shareholders on 31st of March,
2014.
SECTION III –
TRANSPARENCY
PUBLIC
DISCLOSURE
AND
3.1. Corporate Internet Site and Its Contents:
Our Company’s official internet site is located at
the address of www.raysigorta.com.tr. The Investor
Relations section of internet site of our Company
contains the Basic Information of Company also
including the Shareholding Structure of our Company,
as well as Articles of Association, information on
General Assembly Meetings, information on Directors
and on Committees of Board of Directors, our Annual
Reports, Financial Statements and Independent
Audit Reports, Ethical Rules, Company Policies,
Corporate Governance Principles Compliance Report,
disclosures published through Public Disclosure
Platform, and information about Authorized
Signatories. Pursuant to Article 1524 of the Turkish
Commercial Code, our internet site is open to access
by everyone, and is providing its services pursuant to
the legal obligations. Pursuant to the “Regulation on
Internet Sites To Be Opened By Capital Companies”
published by the Republic of Turkey, Ministry of
Customs and Trade, the allocation services for our
Company’s information are being received from
the Central Registry Agency. The Company data and
information kept by the Central Registry Agency can
be retrieved through “Information Society Services”
and “Public Disclosures of Material Events” sections
SECTION IV – STAKEHOLDERS
4.1. Information of Stakeholders:
Shareholders, investors, financial institutions, our
agencies and other suppliers, constituting our
stakeholders, can retrieve all information about our
Company through our internet site, in addition to
public information, legal arrangements and public
disclosures of material events. Mechanisms needed
by our stakeholders to report the Company’s unlawful
and unethical acts and actions to the Corporate
Governance Committee and the Audit Committee
operating in the organization of the Board of Directors
have been established.
The Company employees have access to Company
information, regulations, information on sector of
the Company, and training activities through the
Company Portal.
Our most important distribution channels, i.e.
“Agencies” and “Brokers”, have access to information
about the Company practices, applicable laws, and
products through the Company Portal. In addition, our
Technical Units and Sales / Marketing Departments
organize meetings with them with certain intervals,
in order to get their contributions to applications and
regulations in line with their demands.
4.2. Participation of Stakeholders in Management:
Our Articles of Association does not contain a clause
pertaining to participation of stakeholders in the
Company management.
As our Company is operating in the insurance sector
and its fields of business cover operations which
require a certain competence and specialization, it
is believed that it is not easy to ensure participation
of stakeholders in management / to get contributions
of stakeholders for management. In meetings held
with our Company Employees, business partners,
Agents and Brokers, opinions are exchanged about
the Company activities and operations. Results,
suggestions and demands of such meetings are
discussed in meetings of the Board of Directors and
the Management Board of the Company.
4.3. Human Resources Policy:
Our purpose is to ensure that our Company’s human
resources potential is effectively and efficiently
planned, managed, continuously developed and
improved, and the existing energy is released and
is directed in line with the goals and targets of our
Company.
To this end, we are carrying out an objective and
competence-based recruitment and placement
process aiming to place the right person in the right
job within the frame of our basic values and along with
the goals and targets of our Company. Accordingly, we
are organizing orientation and development trainings
in order to speed up the adaptation of our newly
recruited employees to our corporate structure, and
to build up their professionally needed infrastructure.
Through a Goal and Competence based “Performance
Management” process, we are encouraging our
employees to work towards the Company goals and to
focus on the same goals. This process announced to
our employees through “Performance Management
Regulation” is comprised of goal setting, monitoring,
assessment and feedback stages. This type of
performance management process aims to ensure
that the employees are assessed and rated objectively,
and such results of the system as promotion, wage,
development and career planning are planned
effectively and accurately.
Both the Company strategies and the changing and
developing needs of our customers show to us in
which direction we must develop our competences
and specializations. Along with these needs
and requirements, we are providing continuous
development trainings to our employees and
business partners. Our Company’s Human Resources
Department is performing its job duties within the
frame of the following Human Resources policies:
- In human resources, no discrimination is made for
race, ethnical origin, nationality, religion and gender,
and equal opportunities are provided to persons
under equal conditions, and wages and promotions
are based on performance and productivity, and an
open door policy is applied.
- Only those who have professional qualifications
required for performance of the job duties are elected
as managers.
- In the premises, a safe and healthy working
atmosphere and a career development opportunity
are provided to the employees.
Details of our human resources policies are also
included in our ethical rules made public.
59 60 No representative is appointed in our Company for
handling the relations with employees. The Human
Resources Department manages the relations
between the Company executives and employees, and
all our employees are working in open and transparent
communication with the executives and managers
of the Company. Duties and responsibilities of all
employees are determined in their job definitions and
are within the knowledge of the employees.
which have business relations with us, and we do our
best in order to perform our obligations in a timely
manner.
- We aim to establish a long-term and stabilized
cooperation with all persons and entities which have
business relations with us, and we strictly protect
their confidential information as well.
- We compete only in legal and ethical fields, and
avoid unfair competition.
No complaint has been received from employees with
regard to discrimination in the Company.
In the course of its business activities, our Company
endeavors to fulfill and perform its responsibilities
relating to prevention of environmental pollution and
protection of natural assets and resources.
4.4.
Ethical Rules and Social Responsibility:
Our Company’s ethical rules have already been
published in our internet site.
Our executives and employees comply with these
basic values in all kinds of their relations and affairs,
and do their part in order to maximize the prestige
and reputation of shareholders. As a part of our
corporate governance policy, we are working with
organization models supporting the management of
our individual and corporate risks with a continuously
increasing efficiency.
All employees of the Company perform their job
duties in accordance with the ethical rules approved
by our Board of Directors. Our general ethical rules
are listed herein below, and it is the responsibility of
our Company’s Ethical Committee to supervise the
implementation of our ethical rules approved by our
Board of Directors, and to continuously revise, review
and assess the same, within the frame of rules
determined in the Company’s Ethical Committee
Regulation.
Our general ethical rules are as follows:
- The Company carries out its business activities in
accordance with the applicable laws and regulations,
articles of association, internal bylaws and regulations,
and policies of the Company.
- Unrecorded activities are forbidden. All business
records are required to be accurate, true and
consistent.
- Confidential information and trade secrets of
the Company and all data and information about its
customers are kept in strict confidence.
- Our employees are completely and accurately
informed about their rights and interests, and we
aim to provide them with a healthy, safe, secure and
productive working atmosphere.
- We act sensitively in activities for protection of
democracy, human rights and environment, and try
to play a role in appropriate activities.
- We give timely, accurate and complete information
about our strategies, investments, risk profile and
financial statements both to our shareholders and in
our public disclosures.
- We behave fairly and respectfully to all our business
partners, suppliers and other persons and entities
During the subject period, no action for damages has
been brought forward against our Company due to
environmental damages.
Managing all of its business processes on its focal point
of “human” and working for adding value to lives of its
employees, policyholders and all of its stakeholders
since its first day of foundation, Ray Sigorta is dealing
with various social responsibility activities serving
for the future of our community and country, without
ever forgetting its social responsibilities. Ray Sigorta
is measuring its success not only with its financial
results, but also with its goal of being a value creating
company, as also specified in its vision.
Commercial Code and the Capital Markets Laws and
Regulations. The Insurance Law no. 5684 provides
that: “Board of directors of insurance companies
and reassurance companies cannot consist of less
than five directors, including General Manager.
General Manager is a natural member of the Board of
Directors.” Accordingly, Company General Manager
is at the same time serving as a member of the Board of
Directors.
In our Company, different persons are assigned as Chairman
of Board of Directors and as General Manager.
Our Company’s Directors are identified herein below with their
curriculum vitae and with the distribution of duties.
Full Name
Appointed on
Position
Committee
Martin
Simhandl
12.04.2011
Chairman of the Board
of Directors
Member of Corporate Governance Committee
Member of Early Identification of Risk Committee
Holds a degree in Law.
He has held various offices within the organization of Vienna Insurance Group AG between 1985 and 2004. He has been
serving as the Member of the Managing Board, CFO of Vienna Insurance Group AG since 2004.
He has no executive duties or responsibilities at the Company.
Full Name
Appointed on
Position
Committee
İsmail Hakkı
Ergener
18.09.2012
Deputy Chairman of
the Board of Directors
Independent Member
Chairman of the Audit Committee
Chairman of the Corporate Governance Committee
Chairman of the Early Identification of Risk Committee
Holds a degree in economics.
In line with the principle of making positive effects
on lives of humans, “I’m a Volunteer Beside You”
project has been implemented. With Ray Sigorta’s
“I’m a Volunteer Beside You” project created within
the frame of “Social Active Day” project of our parent
company, Vienna Insurance Group (VIG), being one of
the most important insurance companies of Middle
and Eastern Europe, Ray Sigorta employees are
voluntarily contributing to training of “Children with
Mental Disabilities”, being an important problem of
our company, in one business day of year, thereby
aiming to make a positive contribution to their social
development.
He has served at various banks in Turkey and Europe since 1984. He has worked at Express Trade Bank between 1995 and
2007, and at Denizbank AG between 1997 and 2008, and at Eurocity Bank AG between 2012 and 2013, as CEO and General
Manager. As of 2009, he has been serving as the CEO at SK Danube AG.
It is aimed to ensure that Ray Sigorta personnel
make contribution on a volunteer basis to training of
children with mental disabilities and to development
of their role in social life, thereby finding solutions for
social problems with joint efforts and common mind.
SECTION V – BOARD OF DIRECTORS
5.1. Composition and Organization of Board of
Directors:
The business affairs of our Company are directed
by a Board of Directors consisting of six directors
elected by the General Assembly of Shareholders
within the frame of pertinent provisions of the Turkish
Full Name
Appointed on
Position
Committee
Josef Aigner
29.03.2013
Member
No Membership In Any Committees
Holds a degree in Chemistry.
He has served at the Allianz Insurance Group between 1995 and 1999, and at Vienna Insurance Group AG between 2000-2007.
He has been serving as the Head of Corporate Business Department of Vienna Insurance Group AG since 2007.
Full Name
Appointed on
Position
Committee
Gerald
Klemensich
11.06.2014
Member
Member of the Corporate Governance Committee
Member of the Early Identification of Risk Committee
He has served as Shipping Surveyor and Claims Examiner at various insurance companies between 1993 and 1995. He has
held various offices within the organization of Vienna Insurance Group AG between 1995 and 2004. Since 2007, he has been
serving as a Senior Executive in Reinsurance Department of Vienna Insurance Group AG, and a member of the board of
directors of Wiener RE.
61 62 Full Name
Appointed on
Position
Committee
Stefan
Waldner
15.10.2014
Independent Member
Member of the Audit Committee
He holds degrees in Economics and Business Administration. He holds a master’s degree on Social Economic Sciences.
Between 2000 and 2005, he has served as Investment Banking Analyst and associate at Merrill Lynch International, London.
He has served as a senior executive at OMV Aktiengesellschaft, Vienna between 2005 and 2014. Since 2011, he has been
serving as a Member of the Board of Directors of OMV Petrol Ofisi A.S. He has been serving as the CFO and the Member of
the Executive Board at OMV Petrol Ofisi A.S. as of 2014.
Full Name
Appointed on
Position
Committee
Koray
Erdoğan
01.08.2015 *
Member and General Manager
No Membership In Any Committees
He holds degrees in International Relations. He holds a master’s degree on Administrative Sciences from Carnegie Mellon
University.
He has served as Insurance Auditing Specialist in Insurance Auditing Board of the Undersecretariat of Treasury. He appointed as a
Deputy Chairman of the Board in 2009. He has started to serve as a Member of Management Board and Director of Financial and
Administrative Affairs at Ray Sigorta A.S. in 2011. He has been appointed as the Deputy General in 2014. He has been a lecturer in
Hacettepe University, Department of Actuary since 2010.
The Members of the Board of Directors Who Withdrawn During the Period:
Mehmet Levent ŞİŞMANOĞLU Member and General Manager on This year, other than the General Manager,
none of the directors has retired from office.
No discussion has been held about this subject
matter in the Corporate Governance Committee
performing the duties of the Nomination Committee.
Other than the General Manager, all of the Members
are non-executive members. Assumption by the
Members of other job positions outside the Company
has not been conditioned upon certain rules and
limitations, and accordingly, non-executive members
of the Board of Directors have assumed different
job positions in the group companies other than
the Company. However, our Members are sparing
adequate time for the Company business affairs, and
are using their powers within the frame of good faith
rules and with all kinds of information needed for
full performance of their job duties in the Company.
A female Member has taken office in our Company
between 2011 and 2012. She has resigned in 2012. At
present, our Company’s Board of Directors does not
contain a female member. Term of office of our existing
July 31, 2015
Directors will expire in 2017. Our Board of Directors
has not yet made any planning in connection therewith.
5.2.Operating Principles of Board of Directors:
Article 18 of our Articles of Association states
that the Board of Directors is required to meet at
least 4 times a year. In addition, unless a physical
meeting is demanded by any one of the directors,
the Board of Directors may take its decisions
without holding a physical meeting by taking a
written consent of at least majority of full number
of its directors for a motion for resolution of any
one of the directors on a certain subject matter.
The matters to be discussed in the meetings will be
determined in the form of an agenda by the Chairman
of the Board of Directors before the meeting. However,
demands of the Members are also taken into
consideration in determination of meeting agenda.
Meeting agenda is notified to the Members in writing
no later than 15 days prior to the date of meeting.
During 2015, our Board of Directors has met 4
times. Meetings of the Board of Directors have
been held by full participation of members. None
of the Members is an absentee. Till date, all
decisions of the Board of Directors have been
taken by unanimous vote of the Members present
in the meeting, and no dissenting opinion has
been expressed on subject matters discussed
and contradicted in the meeting. Furthermore,
as the Members are continuously consulting with
each other, no question required to be noted in the
meeting records has been raised in the meetings.
No weighted voting right or negative veto
right has been provided to the Members.
No insurance has been taken out for damages that
may be incurred by the Company due to faults of
the Members in performance of their job duties.
5.3. Number, Composition and Independence of
Committees Organized Under Board of Directors:
In our Company, with a view to ensuring that the Board
of Directors performs its job duties and responsibilities
in a healthy manner, and in accordance with the
current applicable laws of CMB, an Audit Committee,
a Corporate Governance Committee and an Early
Identification of Risk Committee have been established.
1) Audit Committee: Committee members are:
a) İsmail Hakkı Ergener
Chairman
b) Stefan Waldner Member
Pursuant to the communiqués of CMB, the Audit
Committee members are persons having the
qualifications required for performance of their job
duties, and are elected from among the non-executive
independent members of our Board of Directors.
As per the Internal Bylaws, the Audit Committee
supervises the effects of operations of the accounting
and financial reporting system, disclosure of
financial information and reports to public, and
operations of independent audit and internal
control system. One of its job duties is to prequalify
and select an Independent Audit Firm and to
present it to the opinions of the Board of Directors.
The Audit Committee is carrying out its activities in
accordance with the “Audit Committee Directive”
regulating its operating procedures and principles,
and meets at least 4 times a year, and presents the
meeting results to the Board of Directors in writing.
The Committee has met 4 times during 2015. Before
the General Assembly meeting, the Committee
has selected a new independent audit firm and
presented its selection to the Board of Directors
for consideration. The Committee has conducted
the first inspection of the quarterly financial
statements, and has presented the same to the
approval of the Board of Directors with its assent.
2) Corporate Governance Committee:
Committee members are:
a) İsmail Hakkı Ergener Chairman
b) Martin Simhandl Member
c) Gerald Klemensich Member
d) Erhan Subaşı Member (Investor Relations Director)
Corporate Governance Committee members are
elected from among the non-executive members of
the Board of Directors pursuant to the regulations
of the Capital Markets Board, providing that the
Committee Chairman is an independent director,
and the Investor Relations Director is appointed by a
decision of the Board of Directors. The Committee is
comprised of 4 members. Though it does not have any
minimum number of meetings, it can meet if and when
deemed necessary pursuant to the Internal Bylaws.
Within the frame of its operating procedures and
principles specified in the Corporate Governance
Committee Directive, the Corporate Governance
Committee is under obligation to check and
determine whether the Company complies with
the “Corporate Governance Principles” published
by the Capital Markets Board or not, and if not fully
complied with, to determine the reasons of noncompliance, and to identify the probable risks that
may emerge as a result of and/or with regard to
non-compliance of the Company with the principles,
also including the risk of conflict of interests, and to
make recommendations for improving compliance
with the Corporate Governance Principles and the
practices relating to such principles, and also to
perform the functions of Nomination Committee
and Remuneration Committee regulated by the
Corporate Governance Principles published by CMB.
The Corporate Governance Committee has
met once during 2015. In this meeting,
compliance of the Company with the Corporate
Governance Principles has been reviewed.
3) Early Identification of
Committee members are:
Risk
a) İsmail Hakkı Ergener b) Martin Simhandl c) Gerald Klemensich Committee:
Chairman
Member
Member
Early Identification of Risk Committee is comprised
of three members, providing that its chairman is
an independent director. Duties of the Committee
have been determined by the Directive. The
Committee is under obligation to detect at an early
stage the risks which may endanger the existence,
development and continuity of the Company, and
in the case of detection of such risks, to make
suggestions to the Board of Directors for the actions
required to be taken for management of risks.
63 64 The Committee meets once every two months.
This Committee has met 6 times during 2015. Reports
issued by Internal Control and Risk Management
and Internal Audit departments of the Company
have been discussed, and the considerations of the
Committee about the existing and probable risks
have been reported to the Board of Directors and
the Executive Units of the Company. Actions taken
as such have been reviewed in the next meeting.
Members of these three committees have been
elected from among the non-executive members
of the Board of Directors, other than the Investor
Relations Department Director in the Corporate
Governance Committee. As the number of nonexecutive members of the Board of Directors is five,
the same member is required to take office in more
than one committee, and the same member’s taking
office in more than one committee does not make
any negative effect on conduct of activities. 5.4.
Risk Management and Internal Control
Mechanism:
The “Regulation on Internal Systems of Insurance,
Reassurance and Pension Companies” published
by the Republic of Turkey, Prime Ministry, Treasury
Undersecretariat in the Official Gazette edition
26913 on 21st of June, 2008, deals with the Internal
Control, Risk Management and Internal Audit
Systems to be established in the organization of
insurance and reassurance companies founded in
Turkey, and insurance and reassurance companies
founded in foreign countries, and branches in Turkey
of insurance and reassurance companies founded
in foreign countries, and pension companies, as
well as the procedures and principles of operation
of them. According to this Regulation, companies
are under obligation to establish, operate, run and
develop adequate and effective internal systems,
together with all regional directorates and units,
fit to the scope and structure of their activities
and fit to the changing conditions, within the
frame of procedures and principles specified in
the regulations pertaining thereto, with a view to
monitoring and controlling their risk exposures.
Within the frame of this Regulation, our Company’s
Internal Control mechanism has been designed
from the point of view that internal control activities
constitute a part of all daily activities of the Company.
Our Company’s risk management activities aim to
integrate the Risk Management system with our
Company’s existing functions and processes, and to
ensure that this system is implemented as a whole
in the Company organization, and to protect the
Company’s capital structure by establishing a risk
culture in the Company in general, and to assure an
effective and efficient capital management, and to
reinforce the planning and decision making processes
and to increase the added value of activities through
correct management of risks detected in the course of
achievement of the goals and targets of the Company.
Accordingly, it is essential to take care of using
methodologies which are best fit to the intended
purposes.
Internal Control and Risk Management activities
are directly managed and directed by the General
Manager.
Results of Risk Management and Internal Control
activities are regularly reported to the Early
Identification of Risk Committee, the Director in
charge of Internal Systems, and the General Manager.
5.5. Strategic Goals of Company:
In the light of economic developments of the past
three years, the Company’s Control and Planning
Department prepares the budget figures jointly with
sales, marketing, technical units and reassurance,
damages, human resources, information technologies,
and administrative affairs departments. These budget
figures are subject to preliminary approval of the
Management Board. The Board of Directors meets
once a year in order to determine the strategic goals
of the Company. In addition to the Management Board
members, the department managers and executives
deemed necessary are also included in this meeting.
Strategic goals determined therein are revised over
the budget figures of 3 years, and the final targets
and figures are approved in the next meeting of the
Board of Directors. Activities and performance of
the past year are revised in a meeting of the Board
of Directors held in the first half of the next year.
The degree of achievement of strategic goals is
scrutinized. Furthermore, the Board of Directors
holds quarterly discussions on performance of the
past period. In this aspect, the Control and Planning
Department of the Company is the major assistant of
the Board of Directors. Performance of the Company
is reported by this Department on monthly basis.
In determination of financial rights of the
Members,
the
Company’s
performance
records
are
taken
into
consideration.
In remuneration of the independent members of the
Board of Directors, share options or performancebased payment plans are not used. Fees paid to the
independent members are required to be in compliance
with the criterion of protecting their independence.
The Company cannot lend money or make
any credit facility available to its Members.
Our Members do not directly or indirectly borrow
cash or non-cash credits from our Company.
Nor are any personal guarantees or other types
of guarantees given in favor of the Members.
Wages and premiums paid by the Company to its Top
Echelon Executives are determined by the Board
of Directors. The Company’s performance is taken
into consideration in determination of financial
rights of the Top Echelon Executives of the Company.
Fees payable to the Members constitute an agenda
topic of the General Assembly Meeting, and can
be seen in minutes of General Assembly Meeting.
In addition, payments made to the Members and
the Management Board Members are included
in annual report and in footnotes of financial
statements without any reference to individuals.
Disclosure of payments made to the General
Manager and the Management Board Members
on personal basis is considered under the “Trade
Secrets”. Disclosure of personal rights and benefits
of top echelon executives may lead to exposure and
disclosure of the Company strategy and to elimination
of competitive strength in the Human Resources
market. For this reason, payments made and benefits
provided to the General Manager and the Management
Board Members are not disclosed on personal basis.
5.6. Financial Rights:
As specified in our Company’s Articles of Association,
remunerations and fees paid to our Members in
consideration of their services in the Board of
Directors are determined by the General Assembly of
Shareholders. Amounts of payments for the past years
have already been presented to the General Assembly
of Shareholders and are included in the annual report
as well. In addition, there is a “Remuneration Policy”
formulated by our Board of Directors. This policy is
published in our Internet Site. Data relating to all
financial rights provided to the Members and other
top echelon executives is given in our annual report.
65 66 2015
FAALİYET
RAPORU
Behind the scenes
there are people with a fair and
honest approaches.
RAY SİGORTA AŞ.
31 DECEMBER 2015 FINANCIAL
STATEMENTS TOGETHER WITH
INDEPENDENT AUDITORS’ REPORT
THEREON
Controlling & Planning; Ersun ERSİPER
Finance&Accounting; Mustafa ÖNDER
25 FEBUARY 2016
This report includes 2 page of
independent auditors’ report and
78 pages of financial information
together with their explanatory notes
67

faali̇yet raporu

Transcription

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