Independent Audit

Operating in the energy market and stated below;

In the Electricity Market;
1) Electricity Generation License,

2) Distribution License,

3) Procurement License, whose tariff is subject to regulation,

In the Natural Gas Market;
1) Distribution license,

2) Storage License, whose tariff is subject to regulation,

3) Transmission license (pipeline),

The legal entities who own the activities, practices, transactions, accounts and financial statements in accordance with the relevant legislation, the regulations of the obligations put into effect by the Energy Market Regulatory Board and the general and special provisions that form an integral part of their licenses are audited by independent audit institutions and the report issued as a result of the audit the Authority is notified until the fifteenth of May in the following accounting period. Notifications are made within the scope of the Energy Market Notification Regulation published in the Official Gazette dated 27/05/2014 and numbered 29012.

Among the license holders who have independent audit obligations, the following are excluded from the obligation to conduct an independent audit.

a) Among the generation license holders operating in the electricity market, the legal entities holding a Generation License with an installed capacity of 100 megawatts (mechanical) and less on a facility basis.
b) Legal entities holding Organized Industrial Zone (OIZ) Production and OIZ Distribution Licenses operating in the electricity market.

The reports to be prepared for the minimum capital amounts announced and to be applied in accordance with EMRA License Regulation.

Corruption, which is defined as the abuse of a task for personal interests, is like a cancerous cell that continues its life by updating itself according to the conditions of that day and corrupts the society.

corruption; Whether in return for material and moral benefits or for the purpose of satisfaction of any emotion (loyalty, revenge, showing off), it is a crime and misdemeanor for which judicial-administrative sanctions are foreseen or an undisciplined act that requires administrative investigation or any kind of unethical unfair behavior that is not tolerated in the society, condemned and unethical.

First of all, corruption harms the structure of society. The organization (State), which once formed the roof of society's coexistence, suffers from corruption. Because corruption acts are actions that can only be committed by public officials.

Accounting fraud involves the deliberate or false intention of misrepresentation of a number of inaccuracies and illegal acts that a staff member knows to be wrong or does not believe to be correct. Errors in financial statements arise from fraud, irregularity or error. The main factor that distinguishes fraud and irregularities from errors is whether the act that causes the misstatement in the financial statements has been deliberately made or not.

Internal auditing is an independent and objective assurance and consulting activity that aims to improve an organization's operations and add value to them. Internal audit helps the organization achieve its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes.

Independent Audit;

In order to obtain sufficient and appropriate independent audit evidence that will provide reasonable assurance on the compliance and accuracy of financial statements and other financial information with financial reporting standards, it is to be audited and evaluated through books, records and documents by applying the necessary independent audit techniques stipulated in audit standards. (Decree No. 660, art.2 / f.1-b).

Companies Subject to Independent Audit;

The independent audit obligation started on 01/01/2013 (TCC, art.1534 / f.4) and companies that will be subject to independent audit were determined by the Council of Ministers for the first time with the decision published in the Official Gazette on 23/01/2013. (Council of Ministers, 2013).

Legal Sanctions and Penal Consequences;

The results of not having an independent audit according to the provisions of the TCC numbered 6102 regarding audit are as follows;

Invalidity of the company's financial statements,
Termination of the company,
Administrative fines to directors,
The Activity Report is Deemed Unregulated;

The financial statements and the annual report of the board of directors are unregulated. (TCC Art. 397/2)

Unregulated Financial Statements;

Cannot distribute profit,
Making decisions regarding financial statements, the annual report of the board of directors, saving on the annual profit, determination of dividends and earnings shares, and the use of the reserve fund, including participation in the capital or the profit to be distributed, are among the inalienable duties and powers of the general assembly of the joint stock company. (TCC, art. 408 / f.2-d).

Cannot increase and decrease capital,
Even if the general assembly of a joint stock company, which is subject to independent audit but has not had this audit, will not be able to take decisions regarding the savings on the annual profit, determination of dividends and profit shares, the use of the reserve fund, including the participation in the capital or the profit to be distributed, a lawsuit may be filed to determine that these general assembly resolutions are invalid. . (TCC, art. 447).

Financial statements cannot be examined, discussed and released by the general assembly,
In joint stock companies, the board of directors is responsible for the damages arising from not being elected as an auditor. In limited companies, responsible manager or managers are responsible in the former TCC.

Companies that do not have an independent audit may request the termination of the company's board of directors or the dissolution of the company upon the request of the trade registry and the decision of the commercial court.

Within the framework of the right to obtain information and examine the shareholders of the joint stock company, the financial statements and the annual report of the board of directors are ready for the examination of the shareholders at least fifteen days before the general assembly meeting at the headquarters and branches of the company, and the financial statements are made available to the shareholders at the headquarters and branches for one year. and, upon the request of the partner, a copy of the income statement and the balance sheet must be given to the partner at the expense of the company. The right to obtain and review information granted to shareholders cannot be abolished or restricted by the articles of association or by a decision of one of the company bodies. (TCC, art. 437)

In the first paragraph of Article 5 of the Communiqué on Independent Auditing Standards in the Capital Markets (Capital Markets Board, 2006) Series X, 22 published in relation to the subject; It has been stated that in accordance with the fourth paragraph of Article 397 of the Turkish Commercial Code dated 13/1/2011 and numbered 6102, the enterprises and investment funds and housing and asset finance funds determined by the Council of Ministers have to subject their annual financial reports to independent audit.

Financial statements cannot be given to companies providing funds (creditors, etc.). In this case, no credit can be taken,
International credit institutions and rating organizations make credit allocations by taking these reports as reference. Considering the international partnerships of many banks in our country, this issue inevitably arises.

The EU acquis in the chapter includes regulations on three basic sectors: banking, capital markets and insurance (including private pension). (AB. Financial services Chapter 9)

Fines;

In the event that the selected auditor is not announced on the websites of companies subject to independent audit, the members of the board of directors of companies that do not create the website foreseen in article 1524, pursuant to paragraph 12 of article 562 of the Turkish Commercial Code, are punished with a judicial fine from one hundred days to three hundred days.

An annual report is a report covering the commercial and financial activities of an institution in an accounting period. The annual report is an annual report that the board of directors is obliged to prepare at the end of each business year in order to show the commercial, financial and economic status of the company and the summary of the transactions made in joint stock companies in accordance with Article 327 of the Turkish Commercial Code.

In the annual report, the flow of business and transactions of the company for the relevant accounting period, and its financial status in all aspects must be reflected accurately, completely, truthfully and honestly. In these reports, managers account to shareholders regarding company activities.

Annual reports are an important element of the strategic management system.
It is an important tool for ensuring transparency and accountability.
Annual reports ensure that those made under medium and long-term strategic plans in the business system hierarchy of public institutions in a 1-year period are submitted to the TCA performance audit.

Registered capital is a system that allows joint stock companies to print new stocks or increase capital only with the decision of the board of directors, without the need for a general assembly, provided that there is a provision in their articles of association.

While the framework for registered capital system in non-public joint stock companies is determined by the relevant articles of the TCC, detailed regulations and principles have been introduced by a Communiqué.

In the rating analysis, it is examined how a company balances its liabilities with its revenues within the framework of the risks of the operating environment by looking at the business strategy adopted and the financial policies implemented. The ability of a company to fulfill its financial obligations is evaluated especially in terms of its cash generating power, and the quality, diversity and sustainability of its revenues are determined by comparing it with the structure of its current liabilities.

The grading method consists of quantitative and qualitative factors. Analysis is carried out within three main risk categories; business risk, financial risk, ownership structure and management risk. Among the risk analysis in these three areas, financial risk analysis consists mainly of quantitative factors, while others are predominantly qualitative factors.

On the other hand, while qualitative elements such as accounting standards can be taken into account in financial risk analysis, quantitative elements such as market share in business risk can also be evaluated.

Rating analysis; It reveals the current situation of the business by making an evaluation over 100 using liquidity ratios, operating ratios, financial structure ratios, profitability ratios and growth rates, and provides ease of evaluation especially for investors. The main category consists of A, B, C, D grades and their derivatives.

The rating given to the firm refers to the evaluation in terms of financial risk only. A high rating means strengthening of liquidity and business.

For higher grade; The maturity of the checks given should be long, the operating profitability should increase and the borrowing should change from short term to long term.