DOGUS OTOMOTIV
CORPORATE GOVERNANCE
Aclan ACAR
Chairman
Dogus Otomotiv
With a proud past to a promising future…
Agenda
DOGUS OTOMOTIV
CORPORATE GOVERNANCE PRINCIPLES AND DOGUS OTOMOTIV IMPLEMENTATIONS
DOGUS OTOMOTIV RESULTS
Dogus Otomotiv Corporate Video
Dogus Otomotiv
Turkey's leading automotive distributor
Distributor of 13 reputable international automotive brands in Turkey
Dogus Otomotiv in Numbers
1994
Founding Year
Dogus Otomotiv has
1.5 million
vehicles
Turkey's largest brand and
services
network in its industry.
542 customers
meeting
point
First GRI (Global
Reporting Initiative)
Approved CSR
(Corporate Social
responsibility) Report
in the Automotive
Industry
More than 2,000
employees
More than
150,000 vehicle
sales
in a year
13
international
brands,
more than 85
models
and affiliates
Dogus Otomotiv Group Value Chain 2015
Imports and Distributorship
Production
Retail
Meiller
Dogus Otomotiv
Independent Authorized
Dealers
Second Hand
Secong Hand
Vehicles
Buying - Selling
Finance
Yüce Auto*
Automotive
Finance*
Insurance*
Logistics Center
* Associations
Other Investments
TÜVTURK*
Parts and After Sales
Services
All Brands
Fast Service
Corporate Governance Milestones 1994-2004
Corporate Governance Milestones 2004-2014
Corporate Governance Principles
and
Dogus Otomotiv Implementations
Corporate Governance Philosophy
Purpose
Protection of the rights of shareholders and all other stakeholders as well as
the governance of the relational structure between the said interest groups
in the management and operations of the companies
Effects of Corporate Governance
Increase in the company performance
Audit convenience
Efficient utilization of resources
Effects of the Corporate Governance Principles
Advantages of Corporate Governance Principles for a company :
More financing opportunities and liquidity
Resilience against crises and competitive edge
Improved company image
Stability in the capital markets
Higher returns on equity
Attractiveness for national and international investors
Better investment and mergers decisions
Successful risk management
Improved confidence in the company
Timely access to complete and accurate information
Corporate Governance Principles
Transparency
Accountability
Responsibility
Fair management
Dogus Otomotiv Transparency Principle
Our operations are based on the principle of integrity, transparency and
continuous flow of information ...
Continuous and unhindered communication with the stakeholders
•
Annual press meetings
•
Quarterly releases on corporate performance
•
Corporate information for employees
•
Continuous communication with business partners;
Regular meetings and gatherings
•
Reinforcing the investor relations department / close communication with investors and analysts
(A total of 180 domestic and foreign meetings per year with analysts )
•
Frequently updated investor relations section on the corporate website
•
Opening the Dogus Otomotiv Media and Investor Website
Examples on Implementations of the Transparency Principle
Corporate Website
Dogus Otomotiv Accountability Principle
Dogus Otomotiv Accountability Principle
The indispensable principle of our Corporate Governance philosophy is “Accountability”
Our accountability principles are comprehensiveness, answerability and priority
In line with the expectations of our stakeholders and industrial priorities;
clear, net and accessible information sharing
• Public Offering / Listing of Shares at the Istanbul Stock Exchange in 2004
• Annually published “Activity Report”
• The first Corporate Responsibility Report of the Automotive Industry in Turkey
• Corporate Governance Assessment Report / 9.25 in 2014
Examples on Implemantions of the Accountability Principle
Annual report
Corporate Responsibility Report
Dogus Otomotiv Responsibility Principle
Dogus Otomotiv Responsibility Principle
Producing sustainable and innovative solutions for social and economic stakeholders in
the automotive value chain
Being a rol model corporate citizen in the world and in Turkey
Dogus Otomotiv Responsibility Principle
 Signing the Global Principles in 2010
 Turkey's first Corporate Responsibility Report approved by GRI
 Monitoring and measuring the company's responsibility projects
 Adoption of the Corporate Governance principles
 The secular Corporate Responsibility platform of Doğuş Otomotiv in 2014
The 10th anniversary of the "Traffic is Life!" platform
 G4 compliant Corporate Responsibility report in 2014
 Code of Ethics
Corporate Responsibility Focus Areas
CSR Focus Areas of DOAS
(Doğuş Otomotiv Stock Symbol)
Economic Responsibility
Environmental Responsibility
Social Responsibility
Product and Service Responsibility
Responsibility towards our Employees and
Customers
Human Rights
Social Participation
Traffic is Life!
Objective
Creating awareness and cultural change on traffic safety
Strategy
Communication with all of our stakeholders starting with our
employees
Action
Integrated communication
Public cooperation
Field activities
Dogus Otomotiv Fair Management Principle
We are aware of our responsibilities within our domain of social influence and
we present an ethical and fair management approach
• Effective Board of Directors Composition
• Corporate Governance Committee
• Code of Corporate Governance
• Strategy – Vision Meetings
• D-strategy & D-plan & D-people (D=Doğuş)
• Open Door Policy
• Lean Management Understanding and Policy
Change in the Management Structure
Changing the composition of the Board of Directors
• Separating the functions of the Chairman and CEO positions
• Directors who are experts on different subjects (Law, IT, Human Resources)
• Corporate Governance Committee (CGC)
• Independent Directors
• Woman Board Members
• Performance evaluations of directors
• Sub committees headed by expert directors
• Organization of information flow
Corporate Governance Committee
Established the Corporate Governance Committee ...
•
Regular annual self-assessment reporting to the Board of Directors
•
Assessment of investor relations
•
Evaluation of Corporate Governance, CSR and Annual Reports
•
Evaluation of the human resources system and remuneration and bonus compensation policies
•
Top management succession policies
•
Setting the key performance indicators for top management
•
Early risk detection studies
•
Contingency/Emergency Action plans
•
Determining areas of improvement on Corporate Governance
•
Controlling the CGC Regulation
Examples on the Implementations of Effective Management
Effective Implementations for Fair and Efficient Management
Ensuring employee ownership of company policies and
Determining the Open Door policies and conducting Open Door meetings
Balanced time allocation for strategy and operations / at least once a year
Organizing/Conducting "Strategy-Vision Meetings"
Building the base necessary before preparing the Code of Corporate Governance
(Authorized Dealer training and meetings)
In line with our lean management philosophy;
preparing and undertaking projects to implement efficiency oriented ideas and suggestions our employees
develop on our processes
Dogus Otomotiv Results
Dogus Otomotiv Performance Development
Sales (Unit)
Revenue (mn TL)
180.000
%-1
150.000
142.741
120.000
106.052
141.615
%17
8.000
6.000
4.808
5.000
47.471
5.132
3.428
4.000
51.703
3.000
2.144
2.129
2008
2009
2.000
30.000
1.000
0
0
2008
2009
2010
2011
2012
2013
2014
2010
2011
2012
2013
* Excluding Skoda
Total Market (000.- unit)
1000
899
808
790
800
600
7.693
6.603
7.000
116.257
82.729
90.000
60.000
9.000
516
%-9
881
799
Dogus Otomotiv
performed above the
market in 2014
564
400
200
0
2008
2009
2010
2011
2012
2013
2014
2014
Dogus Otomotiv Performance Development
EBIT (mn TL)
350
306
307
2012
2013
326
300
240
250
202
200
150
78
100
50
23
0
2008
2009
2010
2011
2014
Profit Before Tax (mn TL)
350
310
276
300
296
250
200
193
180
2010
2011
150
100
41
50
0
2008
-136
2009
2012
2013
2014