Türkiye Vakıflar Bankası Türk Anonim Ortaklığı

171 Pages·2013·57.72 MB·Turkish

2012 ANNUAL REPORT
www.vakifbank.com.tr V
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We completed our relocation to Istanbul.
We continued to change and grow.
We opened 64 new branches and increased our
branch network to 744 locations. All across Turkey,
we continued to offer compassionate and advanced
Contents banking solutions. Our goal is to reach 850 branches
in 2013 and 1,000 branches by 2015.
PART I: INTRODUCTION
We added 1,968 new and idealistic employees to
12 Agenda of the General Assembly
13 2012 Profit Distribution Proposal and Dividend Policy our workforce and shared our excitement of growth
14 Compliance Opinion on the Annual Report
and change. We conveyed our strong corporate
15 Declaration of Responsibility
16 VakıfBank in Brief culture and our ambitious objectives to them, while
17 VakıfBank’s Cornerstones
taking pride in contributing to our country’s labor
18 History and Shareholding Structure
20 Financial Highlights market growth.
22 Key Ratios
26 Message from the Chairman Our “SME Friends” worked overtime more than ever
30 Message from the CEO
before. We provided increasing financial support to
36 2012 in the World and in Turkey
46 2012 at a Glance the foot soldiers of Turkey’s economy.
50 2012 Operations
83 Corporate Social Responsibilities
Our loans, assets and shareholders’ equity
84 Affiliates and Subsidiaries
continued to grow at rates that outpace the sector.
PART II: MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES
Our asset quality increases every year.
86 Summary Report of the Board of Directors
88 Board of Directors and Auditors
We embarked on the biggest technological
92 Executive Management
97 Internal Control Systems Executives transition program in our history, VIT, which will
98 Committees
secure our strong market position in the future. In
100 Human Resources Practices
101 Outsourced Support Services 2013, we aim to implement a significant part of
102 Related Party Risks
this initiative.
103 Corporate Governance Principles Compliance Report
We are the “most private” bank of the public sector.
PART III: FINANCIAL HIGHLIGHTS AND RISK MANAGEMENT
117 Statutory Auditor’s Report
118 Evaluations of the Operation of Internal Systems and 2012 Operations Our approach to business and our goals make us
121 Risk Management
special. Our job is to understand and our goals are
125 Unconsolidated Financial Statements and Independent Auditors’ Report for the Year Ended December 31, 2012
218 Evaluation of Financial Position, Profitability and Solvency ambitious.
221 Ratings and Comments
222 Five-Year Summary Financial Information Wherever the location in Turkey, we will always
stand by any establishment or individual, who
produces value for society and the environment
and who has the power to help our country further
grow and develop.
To produce value and to grow together!
We have increased shareholders’ equity from TL 7.4 billion to
TL 11.9 billion over the last three years. This significant rise
confirms the appropriateness of the Bank’s strategy, to use its
capital in the most effective way. The Bank’s unconsolidated capital
adequacy ratio was 16.1%, well above the legal requirement.
Onur Erdoğan
8 months at VakıfBank,
Istanbul
11.9
9.3
8.6
7.4
16.1
15.4
14.4
13.4
2009 2010 2011 2012
Shareholders’ Equity (TL billion)
Capital Adequacy Ratio (%)
In 2012, we increased total assets to TL 104.6 billion, up from
TL 64.8 billion in 2009; in addition, our NPL ratio decreased to
3.86%, down from 5.80% in 2009, without resorting to any asset
sales or write-offs.
Didem Güzelaydın
8 months at VakıfBank,
Izmir
104.6
89.2
74.0
64.8
5.80
4.81
3.63 3.86
2009 2010 2011 2012
Asset Size (TL billion)
Non-performing Loans Ratio (%)
Our growth strategy of focusing on improving the return on and
quality of assets continued to show positive results in 2012. We
achieved a historic high rate of growth over the last three years,
increasing our net profit from TL 1.25 billion to TL 1.46 billion.
Çağatay Kumru
8 months at VakıfBank,
Bursa
1.46
1.25
1.23
1.16
2009 2010 2011 2012
Net Profit (TL billion)
Our total deposits, an area of great importance for the Bank given
our extensive customer base, have risen to TL 67.2 billion from TL
44.7 billion over the last three years. In order to further diversify
our funding sources, we issued subordinated bonds that generated
high investor demand within the capital markets and additional
resources for the Bank of USD 915 million.
Elif Özmen
8 months at VakıfBank,
Istanbul
67.2
60.9
47.7
44.7
9.1
8.2
6.3
4.4
2009 2010 2011 2012
Deposits (TL billion)
Total Borrowings
(including Subordinated Bonds)
(TL billion)
We have increased total loans to TL 67.9 billion, up from
TL 34.4 billion, over the last three years. Our support to SMEs
continued to rise; nearly half of our loan growth in 2012 stemmed
from the SME segment, the driving force of Turkey’s economy.
İbrahim Memiş
8 months at VakıfBank,
Istanbul
67.9
57.2
44.8
34.4
43.6
36.1
29.9
24.3
2009 2010 2011 2012
Total Loans (TL billion)
Commercial Loans (TL billion)
12 13 VAKIFBANK 2012 ANNUAL REPORT
Agenda of the
59th Ordinary 2012 Profit
General Assembly Distribution
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Meeting of Proposal and O
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Türkiye Vakıflar Profit Distribution C
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Bankası T.A.O. Policy D
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Agenda of the Ordinary General Assembly Meeting dated March 29, 2013 At its meeting dated March 14, 2013, the Bank’s Board of Directors reached the following resolution:
1. Opening and election of the Presidential Board, To submit the following actions for the approval of the General Assembly of Shareholders:
2. Authorization of the Presidential Board to sign the meeting minutes of the General Assembly, To distribute TL 1,436,164,469.51, calculated by subtracting TL 23,915,051 of non-distributable net
income from deferred tax assets, from TL 1,460,079,520.51 of balance sheet profit from 2012 operations,
3. Reading and discussion of the Board of Directors’ Annual Report, Auditors’ Report and the Supreme Audit in accordance with Article 9 of the Bank’s Charter Act and with Article 84 of the Bank’s Articles of
Board’s Report regarding the operations and accounts of 2012, Incorporation, as presented in the appended profit distribution table,
4. Reading, discussion and approval of the independently audited Financial Statements of 2012, To transfer TL 105,300,000 that was booked as an expense and set aside to be paid to the employees in
2012, pursuant to Article 9/D of the Bank’s Charter Act (Law No. 6219) and Article 84/C of VakıfBank’s
5. Releasing of members of the Board of Directors from liability with regard to the operations and activities Articles of Incorporation, to the related account to be paid to the Bank’s employees as dividends,
in 2012,
To transfer TL 3,075,370.89, which is 75% of the TL 4,100,494.52 in proceeds received from the sale of
6. Releasing Statutory Auditors from liability with regard to their operations and activities in 2012, subsidiaries and real estate properties disposed of during 2012, to be tracked in a special liability-side
reserve account pursuant to Article 5/1-e of Corporate Tax Law No. 5520.
7. Submitting amendments in articles 5, 22, 24, 25, 29, 32, 37, 41, 43, 44, 45, 46, 50, 53, 54, 57, 59, 60,
63, 72, 74, 84, 85 and the Temporary Article 1 of the Bank’s Articles of Incorporation, and addendum of At its meeting dated March 4, 2010, the Bank’s Board of Directors made the following decision and
Article 74/A, for the approval of the General Assembly, submitted to the General Assembly:
8. Submitting the “Internal Directive on Working Principles and Procedures of the General Assembly of Profit Distribution Policy: “The profits remaining after the subtraction of deferred tax asset income,
Türkiye Vakıflar Bankası T.A.O.” for the approval of the General Assembly, distribution of which is prohibited by laws and regulations, and after the application of Article 9 of the
Bank’s Charter Act (Law No. 6219) and of paragraphs (a), (b), and (c) of Article 84 of the Bank’s Articles of
9. Submitting the Board of Directors’ proposal for distribution of 2012 profit for the approval of the General
Incorporation, shall be distributed according to the principles set forth in the proposal made by the office
Assembly,
of the Chief Executive Officer and approved by the Board of Directors, and in accordance with regulations
of the Capital Markets Board (CMB) and the Banking Regulation and Supervision Agency (BRSA) and other
10. Election of the members of the Board of Directors,
applicable laws and regulations, while also taking into account the Bank’s capital adequacy ratio, overall
economic environment and future outlook.”
11. Election of the Statutory Auditors,
12. Determination of the remuneration of the Chairman, members of the Board of Directors and Statutory 2012 Profit Distribution Table (TL)
Auditors,
Balance Sheet Profit 1,460,079,520.51
13. Ratification of the independent audit firm in accordance with the applicable regulation of the Capital Deferred Tax Assets (-) 23,915,051.00
Markets Board (CMB), Distributable Net Profit 1,436,164,469.51
14. Presentation of information to shareholders about donations made during the year, I- Legal Reserves 143,616,446.96
1. First Legal Reserve (T.C.C. 466/1) 71,808,223.48
15. Wishes and requests,
2. Legal Reserves set aside as per the Bank’s Charter Act and Articles of
71,808,223.48
Incorporation
16. Closing.
II- Profit Distributable to Shareholders 1,292,548,022.55
III- Special Reserves 3,075,370.89
IV- Extraordinary Reserves (Bank’s Charter Act 9/E) 1,189,472,651.66
V- Dividend to be Paid to Shareholders 100,000,000.00
14 15 VAKIFBANK 2012 ANNUAL REPORT
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Compliance O
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Opinion on the Declaration of C
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Annual Report Responsibility D
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To the Board of Directors of Türkiye Vakıflar Bankası Turk Anonim Ortaklığı: We have examined the Bank’s “2012 Annual Report” and we acknowledge and state that:
We have been authorized to audit the Annual Report of Türkiye Vakıflar Bankası Turk Anonim Ortaklığı Based on the information we possess pursuant to our duties and responsibilities within the Bank, the report
as of December 31, 2012. The Annual Report is under the responsibility of the Bank management. Our does not contain any misstatements in material aspects or omissions that may be construed as misleading;
responsibility as the independent audit firm is to express an opinion on the compliance of the financial
information presented in the Annual Report with the independently audited financial statements and As of the period the report is prepared for, financial statements and other information on financial matters
explanatory notes. contained in the report honestly and realistically reflect the financial position of the Bank as well as all
major risks and uncertainties it is exposed to.
The audit has been undertaken in accordance with the principles and standards governing the preparation
and publication of Annual Reports as per Banking Law No. 5411, and with the regulations concerning the
principles of independent audit. The regulations require the audit to be planned and implemented so as to
provide reassurance that there is no material error in the conformity between the financial information in
the Annual Report and the independently audited financial statements and explanatory notes. We believe
that the audit presents a sufficient and reasonable basis to allow us to formulate an opinion.
In our opinion, the consolidated financial statements in the accompanying Annual Report present fairly,
Halil Aydoğan Ali Fuat Taşkesenlioğlu Ramazan Gündüz
in all material respects, the financial position of Türkiye Vakıflar Bankası Türk Anonim Ortaklığı and its
Chairman of the Audit Committee Member Audit Committee Member
subsidiaries as of December 31, 2012 in accordance with the principles and standards described in Article
Board of Directors
40 of Turkish Banking Law No. 5411, and include the Summary Report of the Board of Directors and the
independent audit opinion presented to us; all of which are in compliance with the information presented
in the independently audited financial statements and explanatory notes.
Istanbul, March 14, 2013
Akis Bağımsız Denetim ve Süleyman Kalkan Mitat Şahin N. Ender İmamoğlu
Serbest Muhasebeci Mali Müşavirlik CEO Deputy CEO Head of Planning and
Anonim Şirketi Performance
Erdal Tıkmak
Responsible Partner, Chief Auditor
16 17 VAKIFBANK 2012 ANNUAL REPORT
VakıfBank continues to strengthen its
market position by developing effective N
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VakıfBank in VakıfBank’s and profitable business solutions based CT
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Brief Cornerstones on its mission, vision and core values. D
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Date of Incorporation : April 13, 1954 VakıfBank’s Mission
Head Office : Istanbul Continuously increasing the value delivered to clients,
Paid-in Capital : TL 2,500,000,000
Number of Employees : 13,463 employees, shareholders and society at large by
Number of Domestic Branches : 741 (645 branches, 96 satellite branches)
managing the assets and values the Bank has been
Number of Branches Abroad : 3 (New York, Bahrain and Arbil branches)
Number of Regional Headquarters : 22 entrusted with in an effective and efficient manner
Number of Subsidiaries and Affiliates : 23
Independent Audit Company : Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A. Ş. through strength derived from the Vakıf culture.
Address : Türkiye Vakıflar Bankası T.A.O. Head Office Levent Mahallesi, Hacı Adil Yolu,
Çayır Çimen Sokak, No: 2, 1. Levent Beşiktaş/İstanbul
Telephone : [phone]
VakıfBank’s Vision
Fax : [phone]
Becoming the best, most preferred and most value-creating
Website : http://www.vakifbank.com.tr
Bank in the region.
VakıfBank’s Core Values
• Reliability
• Social responsibility
• Results orientation
• Customer orientation
• Innovative approach
• Team spirit
• Loyalty
• Leadership