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Organizational Due Diligence
for Cross-Border M&A – Turkey

February 29, 2012
BACKGROUND
Turkey has the particularity of sharing
both the European and the Asian.

                                                   Location:
Although Turkey professes to be a strictly        is located in the     Population:
secular country, Islam shaped the culture       southeastern Europe
                                                                      74.7 Million people
                                               and the Southwestern
and the society since it is practiced by the             Asia         estimated for 2011

majority of the population.                         Capital:
                                                     Ankara



Different Islamic groups managed to co-
                                                  Language:
exist together in tolerance.                       90% Turkish.
                                                  Other dialects:         Religion:
                                                 Kurdish, Arabic,        99% Islamic
                                                Circassian, Greek,
                                                 Armenian, and
Urban Population: 70%                               Judezmo.

Rural Population: 30%

Internet Access: 43%
HUMAN RESOURCES

    (TLL) TURKISH LABOUR LAW: Regulates all Employment
                      Relationships.


       MINIMUM WAGE (MONTHLY): 837 TRY or 474 USD


    WORKING HOURS: 45 Hours a Week, and 11 Hours a Day


   UNION LAW: All Employees Working Under an Employment
 Agreement are Eligible to Become a Member of a Labour Union


MOTIVATION AND TRAINING: Highly Valuated in the Turkish Culture


CORPORATE GOVERNANCE: Rule-Based System of Governance, as
            Opposed to a Relationship-Based
Business Etiquette


Personal relationship is key to success in the business

Business conversations should be begun from short conversation
• ie: family and soccer, avoiding subjects as religious and politics



People respect punctuality and accuracy


Decision making process is slow and hierarchical

Male earn 3.5 times more than female
• ie: 105th out of 134 countries in equal payment to women
PEST




                                                                           Social




                                                                                                               Technology
Politics




           • European Union (EU)
             accession
                                    Economics   •17th largest economy               • Success in reducing
                                                                                                                            •Internet:
                                                                                                                             • 43% of the
             •Accession filled in                 •GDP :$1.05                         poverty                                  households
              2005                                •Growth: 6.6% In 2011               •28% in2003 to 18% in                  • 18.6% of them
             •Resistance from the                                                      2006                                    bought goods or
              EU to accept due to               •GDP:                                                                          services through
              Human right                         •25.5% agricultural,              • Aim to achieve                           internet in 2011
              violations                          •26.2% industrial,                  sustained rapid growth
                                                                                      and improving living                   • 92.4% of enterprises
                                                  •48.4% services                     standard                                 use Internet
           • Prime Minister vs                                                                                                • 59.9% of them have
             President                          •Major trade partners:                                                          website In 2011
                                                                                    • Difference between
             •President –                        •United States,                      female and male in                    •Cellphone:
              Ceremonial                         •China,                              education                              • Fast growth in
             •Prime Minister –                   •Russia,                            • Secondary school:                       cellphone users
              Executive power                    •Switzerland                          female:77% vs.                        • 4M in 2000 to 62M
                                                 •Norway                               male:87%                                in 2010

                                                •Currency:                          • Difference between
                                                  •Turkish Lira (0.56                 urban city and local
                                                  USD)                                city about quality of
                                                                                      health care
M&A
Strategic                                    Financial

• More than half of the population are       • Fast growth driven by internal
  under 28                                     consumption
• Entrance to the Muslim world                    • Economist forecast that it will
• Geographic position                               grow as fast as China and India
• Increasing qualified workforce             • Types of Deal
• Key industries for target                       • Asset vs. Share Acquisition
     • Construction, automotive, energy,     • Tax Incentives
       healthcare and banking                • Single digit inflation rate

Regulations                                  Risk

• Unrestricted foreign ownership             • Split between the east and west
• Legal framework - EU                       • Accounting standards vary form company
                                              to company – moving to IFRS
• Customs agreement with the EU
                                             • Volatility in energy prices, due to the
• Little restriction on cash repatriation
                                              dependence on Russia and the middle east
INTERVIEW
• Highly individualistic                                   • Hierarchical Organizations
• Short term orientated                                    • Preferred leadership styles:
• Relationships have priorities        over                   pacesetting and authoritative
  tasks                                                            • Need for Laws and
• Easily forget the past                                             Rules
                                    National   Corporate
                                    Culture     Culture


                                               Business
                                    Life in
• Traffic jams                                 Norms &                  • Formal Greeting: hand
                                    Turkey
• Lack of respect – no cues                    Practices                      shake
                                                                   • Normal Greeting: cheek kiss
• Penalty Implies loss of face                                  • Showing of emotions is
  and shame                                                        accepted
• Muslim society – body is sacred                      • Conflict is threatening – need to agree
                                                    • Settle agreements on paper
• Potable water is an issue
                                                    • Work in order to live
Cultural Dimensions Recommendations
                                    Team objectives should be aligned with personal
                                    objectives in order to achieve companies results




                                                    Achievement


Managers are not expected                                                                Even though, the country is
to take risks. Decisions are                                                             promoted as a secular one,
                                   Risk                                    Environment   in the East Islam should be
      made by the Sr.
       Management                                                                             taken into account


                                                  Mercer’s Cultural
                                                    Dimensions


   Communication                                                                         Rapid improvements and
   should be done              Communication                               Perspective   technology adoptions are
                                                                                                encouraged
     top-down

                                                        Power




                                     Do not integrate, Partner with them
Q&A

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Business culture in Turkey

  • 1. Organizational Due Diligence for Cross-Border M&A – Turkey February 29, 2012
  • 2. BACKGROUND Turkey has the particularity of sharing both the European and the Asian. Location: Although Turkey professes to be a strictly is located in the Population: secular country, Islam shaped the culture southeastern Europe 74.7 Million people and the Southwestern and the society since it is practiced by the Asia estimated for 2011 majority of the population. Capital: Ankara Different Islamic groups managed to co- Language: exist together in tolerance. 90% Turkish. Other dialects: Religion: Kurdish, Arabic, 99% Islamic Circassian, Greek, Armenian, and Urban Population: 70% Judezmo. Rural Population: 30% Internet Access: 43%
  • 3. HUMAN RESOURCES (TLL) TURKISH LABOUR LAW: Regulates all Employment Relationships. MINIMUM WAGE (MONTHLY): 837 TRY or 474 USD WORKING HOURS: 45 Hours a Week, and 11 Hours a Day UNION LAW: All Employees Working Under an Employment Agreement are Eligible to Become a Member of a Labour Union MOTIVATION AND TRAINING: Highly Valuated in the Turkish Culture CORPORATE GOVERNANCE: Rule-Based System of Governance, as Opposed to a Relationship-Based
  • 4. Business Etiquette Personal relationship is key to success in the business Business conversations should be begun from short conversation • ie: family and soccer, avoiding subjects as religious and politics People respect punctuality and accuracy Decision making process is slow and hierarchical Male earn 3.5 times more than female • ie: 105th out of 134 countries in equal payment to women
  • 5. PEST Social Technology Politics • European Union (EU) accession Economics •17th largest economy • Success in reducing •Internet: • 43% of the •Accession filled in •GDP :$1.05 poverty households 2005 •Growth: 6.6% In 2011 •28% in2003 to 18% in • 18.6% of them •Resistance from the 2006 bought goods or EU to accept due to •GDP: services through Human right •25.5% agricultural, • Aim to achieve internet in 2011 violations •26.2% industrial, sustained rapid growth and improving living • 92.4% of enterprises •48.4% services standard use Internet • Prime Minister vs • 59.9% of them have President •Major trade partners: website In 2011 • Difference between •President – •United States, female and male in •Cellphone: Ceremonial •China, education • Fast growth in •Prime Minister – •Russia, • Secondary school: cellphone users Executive power •Switzerland female:77% vs. • 4M in 2000 to 62M •Norway male:87% in 2010 •Currency: • Difference between •Turkish Lira (0.56 urban city and local USD) city about quality of health care
  • 6. M&A Strategic Financial • More than half of the population are • Fast growth driven by internal under 28 consumption • Entrance to the Muslim world • Economist forecast that it will • Geographic position grow as fast as China and India • Increasing qualified workforce • Types of Deal • Key industries for target • Asset vs. Share Acquisition • Construction, automotive, energy, • Tax Incentives healthcare and banking • Single digit inflation rate Regulations Risk • Unrestricted foreign ownership • Split between the east and west • Legal framework - EU • Accounting standards vary form company to company – moving to IFRS • Customs agreement with the EU • Volatility in energy prices, due to the • Little restriction on cash repatriation dependence on Russia and the middle east
  • 7. INTERVIEW • Highly individualistic • Hierarchical Organizations • Short term orientated • Preferred leadership styles: • Relationships have priorities over pacesetting and authoritative tasks • Need for Laws and • Easily forget the past Rules National Corporate Culture Culture Business Life in • Traffic jams Norms & • Formal Greeting: hand Turkey • Lack of respect – no cues Practices shake • Normal Greeting: cheek kiss • Penalty Implies loss of face • Showing of emotions is and shame accepted • Muslim society – body is sacred • Conflict is threatening – need to agree • Settle agreements on paper • Potable water is an issue • Work in order to live
  • 8. Cultural Dimensions Recommendations Team objectives should be aligned with personal objectives in order to achieve companies results Achievement Managers are not expected Even though, the country is to take risks. Decisions are promoted as a secular one, Risk Environment in the East Islam should be made by the Sr. Management taken into account Mercer’s Cultural Dimensions Communication Rapid improvements and should be done Communication Perspective technology adoptions are encouraged top-down Power Do not integrate, Partner with them
  • 9. Q&A