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Grand Harbour Marina p.l.c.
Annual Report
2023
Company Registration Number: C 26891
Grand Harbour Marina p.l.c.
Page
Annual Report
Chairman’s Statement
1
Directors’ Report
5
Statement of the Directors’ Responsibilities
12
Directors’ Statement of Compliance with the
Code of Principles of Good Corporate Governance
13
Other Disclosures in terms of the Capital Markets Rules
25
Remuneration Report
27
Consolidated and Separate Financial Statements
Statement of financial position
30
Statement of profit or loss and other comprehensive income
31
Statement of changes in equity
32
Statement of cash flows
34
Notes to the financial statements
35
Independent Auditors’ Report
1
Grand Harbour Marina p.l.c.
Chairman’s Statement
Year Ended 31 December 2023
Overview
Summary of Group Results (assuming a proportional consolidation of the investment in joint venture)
2023
2022
Grand
Harbour
Marina
45%
Share of
IC Cesme
Combined
Grand
Harbour
Marina
45%
Share of
IC Cesme
Combined
€m
€m
€m
€m
€m
€m
Revenues
4.34
3.29
7.63
3.90
2.29
6.19
Operating profit
1.44
1.51
2.95
1.19
0.91
2.10
Profit before tax
0.74
2.03
2.77
0.49
2.00
2.49
Profit after tax
0.28
2.64
2.92
0.22
1.35
1.57
All figures above are shown before applying IFRS 11
Joint Arrangements
which would exclude the results of
the Group’s joint ventures from the detailed lines of the Statement of profit or loss and other comprehensive
income.
Grand Harbour Marina p.l.c. Consolidated
The Consolidated Financial Statements for the year ended 31 December 2023 include the 45% beneficial interest
of Grand Harbour Marina p.l.c. (“
GHM
” or the “
Company
”) in IC Cesme Marina Yatirim, Turizm ve Isletmeleri
Anonim Sirketi (“
IC Cesme
”), and the results of a wholly owned subsidiary, Maris Marine Limited (“
MML
”), the
latter being immaterial.
Total revenue at GHM increased from €3.90 million to €4.34 million, while the Group’s share of revenues at IC
Cesme increased to €3.29 million in 2023, compared to €2.29 million in 2022. Operating profit, Profit before tax
and Profit after tax at GHM increased by €0.25 million, €0.25 million and €0.06 million respectively compared to
2022. The Group’s share of Operating profit, Profit before tax and Profit after tax at IC Cesme increased by
€0.60 million, €0.03 million and €1.29 million respectively.
Grand Harbour Marina
Annual Results
€m
2023
2022
2021
2020
2019
Marina operating revenues
4.3
3.9
3.6
4.1
4.1
Direct costs
(0.9)
(0.8)
(0.7)
(0.8)
(0.8)
Operating expenses
(1.6)
(1.5)
(1.3)
(1.3)
(1.6)
EBITDA
1.8
1.6
1.6
2.0
1.7
PBT
0.7
0.5
0.4
0.8
0.4
Net income
0.3
0.2
0.1
0.5
0.1
Capital expenditure
0.2
0.1
0.0
0.1
0.2
2
Grand Harbour Marina p.l.c.
Chairman’s Statement (continued)
Year Ended 31 December 2023
Grand Harbour Marina (continued)
Trading
Sales revenues in 2023 increased by €0.4 million when compared to 2022, as the Company experienced an
increase in superyacht traffic.
The Company registered EBITDA of €1.8 million, exceeding last year’s results. With net finance costs of €0.7
million (primarily made up of €0.7 million bond interest cost, €0.4 million interest expense on lease liabilities less
interest income of €0.4 million) and depreciation of €0.4 million, the Company achieved €0.7 million profit before
tax (2022: €0.5 million). GHM paid €0.3 million dividends during the year (2022: €0.7 million).
Marketing and Corporate Social Responsibility
Grand Harbour Marina remains committed to its social responsibilities, conducting business in an ethical manner,
protecting the environment it operates in and contributing to the activities organised by the neighbouring
communities of the three cities.
During 2023, the marina supported both the Birgu Local Council (with a sponsorship towards the Birgu Fest yearly
event) and the Senglea Local Council. The company also co-sponsored the Birgu Children Christmas party and
presented ‘L-Istrina’ with a donation. Together with the superyacht crew, the marina team presented food
hampers to the ‘Foodbank Lifeline Foundation’ for households waiting for long-term solutions.
The marina continues supporting international events for the promotion of the Maltese islands abroad. The Baille
de Suffren classic yachts regatta and the Rolex Middle Sea Race feature yearly in the sailing calendar. During
November, a French film production shot a classic movie with the waterfront transformed into a 15th century
scene.
Valuation
The market capitalisation of GHM on the Malta Stock Exchange on 26 April 2024 amounted to €17.60 million (18
April 2023: €23.40 million).
3
Grand Harbour Marina p.l.c.
Chairman’s Statement (continued)
Year Ended 31 December 2023
IC Cesme
Annual Results (for 100% of the Marina)
€m
2023
2022
2021
2020
2019
Seaside revenues
4.9
2.8
2.2
2.0
2.3
Landside revenues
2.4
2.3
1.7
1.3
2.0
Total revenues
7.3
5.1
3.9
3.3
4.3
Direct costs
(0.9)
(0.6)
(0.3)
(0.2)
(0.3)
Operating expenses
(2.6)
(2.2)
(1.4)
(1.5)
(1.6)
EBITDA
3.8
2.3
2.2
1.6
2.4
PBT
4.5
4.5
(2.6)
(2.4)
0.1
Net income
5.9
3.0
(1.9)
(1.9)
0.1
Capital expenditure
0.1
0.1
0.2
-
0.1
Trading
IC Cesme Marina, the Company’s 45% joint venture with IC Holdings, improved performance on both seaside &
landside revenues, when compared to 2022 levels. However, despite the government’s measures against
inflation & foreign exchange rate increases the negative trend continued in 2023 as the Turkish lira depreciated
against the Euro currency by 61% in yearly averages. With the competitive pricing and operational performance,
both the landside and seaside revenues exceeded last year’s results.
Revenues in 2023 increased by €2.2 million compared to 2022, emanating from the seaside revenues which
increased by €2.1 million, reflecting the increase on berthing prices.
Direct costs increased by €0.3 million due to the unit cost increase on the energy prices. The EBITDA for 2023
amounts to €3.8 million (2022: €2.3 million). After deducting depreciation, IFRS16 related adjustment, finance
costs, foreign exchange losses and hyperinflationary adjustment, the Profit before tax amounts to €4.5 million
(2022: €4.5 million). Profit after tax of €5.9million (2022: €3.0 million) reflected a tax credit of €1.4 million (2022:
tax charge of €1.5 million). These results were mainly steered by the hyperinflationary adjustment as per IAS 29,
resulting in a gain of €4.7 million (2022: €3.5 million).
The Group’s 45% share of IC Cesme’s after tax profit of €2.6 million (2022: €1.3 million) is included within its total
share of profit of equity-accounted investees.
Marketing and Corporate Social Responsibility
In February 2023, an earthquake survivor soup kitchen was established at Cesme Marina, with the cooperation
of Çeşme Municipality, İbrahim Çeçen Foundation, Cesme Marina businesses and philanthropists, in support of
the earthquake victims who came to Cesme after being affected by the earthquake in Turkey on 6 February,
2023. The soup kitchen, which became operational on 21 February 2023, served over five thousand meals
consisting of three types of food and fruits for seventeen days.
Cesme Marina was awarded the Blue Flag again this year. The Çeşme Marina team, which was entitled to receive
the 2023 Blue Flag for its compliance with the specified criteria, received the flag from the North Aegean
Provinces Coordinator Doğan Karataş. The iconic Blue Flag is one of the world's most recognized volunteer awards
for beaches, marinas and sustainable boat tourism operators. To qualify for the Blue Flag, a stringent set of
environmental, education, safety and accessibility criteria must be met and maintained.
4
Grand Harbour Marina p.l.c.
Chairman’s Statement (continued)
Year Ended 31 December 2023
IC Cesme (continued)
In the first and second quarter of 2023, four leg races of the EAYK – Cesme Marina Winter Trophy were hosted
by Çeşme Marina, with the award ceremonies taking place at Marina Yacht Club in Çeşme Marina.
Cesme Marina proudly hosted the Tutkumm boat crew, consisting of all women sailors, on the 100th Anniversary
Republic Cruise routes, which started from Bodrum in May 2023 and planned to complete in July 2023, including
the Aegean Sea, the Marmara Sea and the western part of the Black Sea. The launch of new car models of MG
Motors, Hyundai, Citroen and Chery, together with the launch of new technological items of Samsung, took place
at Çeşme Marina during 2023. These launches, which attracted great interest in the commercial area, were also
promoted on our social media accounts.
In August 2023, the 7th Arkas Aegean Link Regatta took place in Cesme Marina, organized in cooperation
between Aegean Open Sea Yacht Club (EAYK), Cesme Marina and Arkas. In the race, 38 boats and around 300
racers participated in IRC and Support classes. Çeşme Marina Yacht Club hosted the opening cocktail of this event.
In September 2023, Cesme Marina hosted the Big Fish Turkey, being one of the most important tournaments in
Europe with a vast number of spectators and participants, 44 boats, and 300 competitors. The tournament is
based on the philosophy of conscious hunting for sustainable living. All processes of the competitors, who went
hunting in the early hours of the morning, were shared on their social media accounts throughout the
tournament. A separate workshop was organized for children at the Big Fish tournament, where little art lovers
over the age of 7 came together and made quilling artwork in the form of fish under the leadership of their
instructors.
The 100 Mile Race on the 100th Anniversary of the Republic of Turkey started from Çeşme Marina in October
2023, with 20 boats registered for the race which lasted around 50 hours. During the same month, Cesme hosted
the fleet of 11 boats of the Maximiles Black The Bodrum Cup.
Group Outlook
These results reflect the stability of our business model, despite the uncertainties caused by the Russian invasion
of Ukraine, rising inflation and the increase in interest rates.
The Board of Directors monitor the direct and indirect impacts of these situations on the business model and
cash flow generation, and reaffirm the Group is well-positioned to meet the challenges posed by economic
uncertainties.
We thank our partners in Turkey for the continued collaboration, First Eastern for their support, our employees
for their dedication, commitment and hard work, and our clients for the continued trust they place in us.
Signed by the Company’s Chairman, Lawrence Zammit, on 26 April 2024 as per Directors’ Declaration on ESEF
Annual Financial Report submitted in conjunction with the Annual Report Financial Statements 2023.
5
Grand Harbour Marina p.l.c.
Directors’ Report
Year Ended 31 December 2023
The directors have prepared this directors’ report for the Company in accordance with Article 177 of the
Companies Act, 1995 (Chapter 386, Laws of Malta) (the “
Act
”) including the further provisions as set out in the
Sixth Schedule to the Act.
Board of Directors
Lawrence Zammit (Chairman)
Franco Azzopardi
Victor Lap Lik Chu (resigned with effect from 22 March 2024)
Elizabeth Ka Yee Kan
Tze-Shun Fung (elected on 27 June 2023 and resigned with effect from 22 March 2024)
Man-Yi Ho (elected on 27 June 2023)
Chi-Keung Ng (elected on 27 June 2023)
Yixin Zeng (elected on 27 June 2023 and resigned with effect from 22 March 2024)
Tarcisio Zarb (elected on 28 June 2022 and resigned with effect from 27 June 2023)
Principal Activities
The principal activities of the Company and its joint venture are the acquisition, development, operation and
management of marinas. The Company is geared towards providing a high-quality service to yachts, with a
particular emphasis on superyachts, which by their very nature, demand high level marina related services.
Currently the Company owns the Grand Harbour Marina in Malta, and the 45% interest in IC Cesme in Turkey.
The marinas are operated and managed in association with the internationally well-known company Camper &
Nicholsons Marinas Limited (“
CNML
”), a company largely involved in the management and operation of marinas
worldwide.
The principal activity of each of the Company and its joint venture entity is therefore to seek prospective
customers to berth their vessels within the facilities at the Grand Harbour Marina in Vittoriosa, Malta, and at IC
Cesme respectively, and to service their respective existing customers by providing the high-quality service
required by both yacht owners and their crews.
Review of Business Development and Financial Position
The Chairman’s Statement reviews the development of the business of the Company and its joint venture for the
reporting year. The results of its operations are set out in the Statements of Profit or Loss and Other
Comprehensive Income.
The financial position at 31 December 2023, as disclosed in the Statement of Financial Position as at this date,
reflects a healthy state of affairs.
6
Grand Harbour Marina p.l.c.
Directors’ Report (continued)
Year Ended 31 December 2023
Future Developments
The directors continue to place emphasis on improving operating efficiency at both the Company and IC Cesme
to strengthen the sustainability of the Company.
Furthermore, the directors, despite these challenging times, have confidence that the investment in IC Cesme
will resume reaping benefits, thereby generating increasing value for the shareholders.
Principal Risks and Uncertainties
A financial risk management overview is given in note 29 to the financial statements and presents information
about the Company’s and Group’s exposure to risk, the objectives, policies and processes for measuring and
managing risk and the Company’s management of capital. Apart from the risks explained under that note which
also form an integral part of this report, the Company is exposed to other principal business and operational risks
as explained below.
The financial performance of the Company partly depends on the timing, number and extent of berth sales.
Whereas the Company’s business model has been shifting towards a financial performance based on the
maximisation of marina occupancy and closer management of costs, there inevitably remains an exposure, to a
certain extent, to the risks associated with the trends and future outlook of the berth sale industry as a whole.
Inevitably, the Company is also exposed to competition from other marinas, locally and abroad. In addition, there
may be matters, outside the control of the Company which may have a negative impact on the development of
the marina, namely, the development of the surrounding areas.
Going Concern
The Directors have reviewed the Company’s budget for the next financial year. On the basis of this review, after
making enquiries, and in the light of the current financial position and the funding arrangements in place, the
directors confirm, in accordance with Capital Markets Rule 5.62, that they have a reasonable expectation that
the Company has adequate resources to continue in operational existence for the foreseeable future.
Dividends and Reserves
The company paid an interim dividend of €0.3m during 2023 (2022: €0.7m).
The movements on reserves and the amounts carried forward to next year are as set out in the Statement of
Changes in Equity.
Auditors
Deloitte Audit Limited have expressed their willingness to continue in office. A resolution proposing the
reappointment of Deloitte Audit Limited as auditors of the Company will be submitted at the forthcoming Annual
General Meeting of the Company.
7
Grand Harbour Marina p.l.c.
Directors’ Report (continued)
Year Ended 31 December 2023
Disclosure in terms of the Capital Markets Rules
Pursuant to Capital Markets Rule 5.64
Share capital structure
The Company’s authorised and issued share capital is two million and four hundred thousand Euro (€2,400,000)
divided into twenty million (20,000,000) fully paid-up ordinary shares of a nominal value of twelve Euro cents
each (€0.12). All of the issued shares of the Company form part of one class of ordinary shares in the Company,
which shares are listed on the Malta Stock Exchange. All shares in the Company have the same rights and
entitlements and rank
pari passu
between themselves.
The following are highlights of the rights attaching to the shares:
Dividends:
The shares carry the right to participate in any distribution of dividend
declared by the Company;
Voting rights:
Each share is entitled to one vote at meetings of shareholders;
Pre-emption rights:
Subject to the limitations contained in the Memorandum and Articles of
Association, shareholders in the Company shall be entitled, in
accordance with the provisions of the Company’s Memorandum and
Articles of Association, to be offered any new shares to be issued by the
Company in proportion to their then current shareholding, before such
shares are offered to the public or to any person not being a shareholder;
Capital distributions:
The shares carry the right for the holders thereof to participate in any
distribution of capital made whether on a winding up or otherwise;
Transferability:
The shares are freely transferable in accordance with the rules and
regulations of the Malta Stock Exchange, applicable from time to time;
Other:
The shares are not redeemable and not convertible into any other form
of security;
Mandatory takeover bids:
Chapter 11 of the Capital Markets Rules, implementing the relevant
Squeeze-Out and Sell-Out Rules provisions of Directive 2004/25/EC of
the European Parliament and of the Council of 21 April 2004, regulates
the acquisition by a person or persons acting in concert of the control of
a company and provides specific rules on takeover bids, squeeze-out
rules and sell-out rules. The shareholders of the Company may be
protected by the said Capital Markets Rules in the event that the
Company is subject to a Takeover Bid (as defined therein). The Capital
Markets Rules may be viewed on the official website of the Malta
Financial Services Authority -
www.mfsa.com.mt
.
8
Grand Harbour Marina p.l.c.
Directors’ Report (continued)
Year Ended 31 December 2023
Disclosures in terms of the Capital Markets Rules (continued)
Pursuant to Listing Capital Markets Rule 5.64 (continued)
Holdings in excess of 5% of the share capital
On the basis of information available to the Company as at the 31 December 2023, Camper & Nicholsons Marina
Investments Limited held 17,393,590 shares in the Company, equivalent to 86.97% of its total issued share
capital.
Other than the aforesaid, no person holds any shareholding in excess of 5% of the total issued share capital of
the Company.
Appointment/Replacement of Directors
In terms of the Memorandum and Articles of Association of the Company, the directors of the Company shall be
appointed by the shareholders in the annual general meeting as follows:
(a)
Any shareholder/s who in the aggregate hold not less than 200,000 shares having voting rights in the
Company shall be entitled to recommend to the Company’s Nominations Committee (as defined in the
Memorandum and Articles of Association of the Company) a fit and proper person for appointment as a
director of the Company. The directors themselves or the Nominations Committee may make
recommendations and nominations to the shareholders for the appointment of directors at the next
following annual general meeting.
(b)
Shareholders are granted a period of at least fourteen (14) days to recommend candidates to the
Nominations Committee for appointment as Directors. Such notice may be given by the publication of an
advertisement in at least two (2) daily newspapers. All such nominations, including the candidate’s
acceptance to be nominated as director, shall on pain of disqualification be made on the form to be
prescribed by the directors from time to time and shall reach the Office not later than fourteen (14) days
after the publication of the said notice (the “
Submission Date
”); provided that the Submission Date shall not
be less than ninety (90) days prior to the date of the annual general meeting or any other meeting, as the
case may be, appointed for such election. Nominations to be made by the directors or the Nominations
Committee shall also be made by not later than the date established for the closure of nominations to
shareholders.
(c)
Following the expiry of the fourteen (14) day period set-out in (b) above, the Nominations Committee shall
assess the recommendations submitted to it and in so doing, it shall ensure that appointments to the Board
of Directors is made on merit and against objective criteria. In addition, the Nominations Committee ought
to ensure that any persons recommended whose candidacy shall be recommended to the shareholders of
the Company for approval, are in a position to dedicate sufficient time and resources to the job. Decisions of
the Nominations Committee are made by a majority vote.
9
Grand Harbour Marina p.l.c.
Directors’ Report (continued)
Year Ended 31 December 2023
Disclosures in terms of the Capital Markets Rules (continued)
Pursuant to Capital Markets Rule 5.64 (continued)
Appointment/Replacement of Directors (continued)
(d)
The Nominations Committee is tasked with periodically assessing the skills, knowledge and experience of the
individual directors in order for the Board to have the appropriate level of skill, competence and experience
that would endow the Board with the requisite collective knowledge and skill necessary for the proper
functioning of the Company and its oversight by the Board. If, in the opinion of the Nominations Committee,
the then
current complement of the Board provides the Board with the appropriate skills, knowledge and
experience and that there would be no value for the Company to change the then current composition of
the Board, the Nominations Committee may determine that any retiring directors pursuant to the provisions
of the Memorandum and Articles of Association of the Company shall be re-eligible for re-appointment to
their office.
(e)
Directors of the Company shall be elected at every annual general meeting of the Company.
(f)
At the general meeting at which the election of directors is to take place the Chairman shall propose the
name of each candidate who has been declared by the Nominations Committee as fit and proper to occupy
the office of Director and whose nomination has been duly approved by the Nominations Committee in
accordance with the process set-out in the Memorandum and Articles of Association of the Company (an
“
Approved Candidate
”).
The Chairman of the Company shall propose the name of each Approved Candidate
proposed for election and the shareholders shall take a separate vote for each Approved Candidate (either
by a show of hands or through a poll). Each shareholder shall be entitled, in the event of a poll, to use all or
part only of his votes on a particular candidate. The directors shall further ensure that any Member may vote
for each candidate by proxy.
(g)
Shareholders may vote in favour or against the resolution for the appointment of a director in any election,
and a resolution shall be considered carried if it receives the assent of more than 50% of the shareholders
present and voting at the meeting.
(h)
Upon a resolution being carried, the Approved Candidate proposed by virtue of that resolution shall be
considered elected and appointed a director. In the event that the number of Directors elected pursuant to
(f) above exceeds the number of vacancies available on the Board, then in such case, the Approved
Candidates who obtain the highest number of votes overall amongst all Approved Candidates shall be elected
as Directors, up to and not exceeding the number of vacancies available on the Board. Once elected, Directors
shall hold office up until the end of the annual general meeting next following their appointment, unless they
resign or are removed. Directors whose term of office expires or who resign or are removed are eligible for
re-appointment.
(i)
Subject to the above, any vacancy among the directors may be filled by the co-option of another person to
fill such vacancy. Such co-option shall be made by the Board and shall be valid until the conclusion of the
next annual general meeting.
10
Grand Harbour Marina p.l.c.
Directors’ Report (continued)
Year Ended 31 December 2023
Disclosures in terms of the Capital Markets Rules (continued)
Pursuant to Capital Markets Rule 5.64 (continued)
Procedures for amendment to the Memorandum and Articles of Association
In terms of the Companies Act, Cap. 386 of the Laws of Malta, the Company may by extraordinary resolution at
a general meeting alter or add to its Memorandum or Articles of Association. An extraordinary resolution is one
where:
(a)
it has been taken at a general meeting of which notice specifying the intention to propose the text of the
resolution as an extraordinary resolution and the principal purpose thereof has been duly given;
(b) it has been passed by a shareholder or shareholders having the right to attend and vote at the meeting
holding in the aggregate not less than seventy-five per cent (75%) in nominal value of the shares issued by
the Company represented and entitled to vote at the meeting, and at least fifty-one per cent (51%) in
nominal value of all the shares issued by the Company and entitled to vote at the meeting.
If one of the aforesaid majorities is obtained but not both, another meeting shall be duly convened within thirty
(30) days to take a fresh vote on the proposed resolution. At the second meeting the resolution may be passed
by a shareholder or shareholders having the right to attend and vote at the meeting holding in the aggregate not
less than seventy-five per cent (75%) in nominal value of the shares issued by the Company represented and
entitled to vote at the meeting. However, if more than half in nominal value of all the shares issued by the
Company having the right to vote at the meeting is represented at that meeting, a simple majority in nominal
value of such shares so represented shall suffice.
Board members’ powers
The directors are vested with the management of the Company, and their powers of management and
administration emanate directly from the Memorandum and Articles of Association and the law. The directors
are empowered to act on behalf of the Company and in this respect have the authority to enter into contracts,
sue and be sued in representation of the Company. In terms of the Memorandum and Articles of Association they
may do all such things that are not by the Memorandum and Articles of Association reserved for the Company in
general meeting.
In particular, the directors are authorised to issue shares in the Company with such preferred, deferred or other
special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the
directors may from time to time determine, as long as such issue of equity securities falls within the authorised
share capital of the Company. Unless the shareholders otherwise approve in a general meeting, the Company
shall not, in issuing and allotting new shares:
(a)
allot any of them on any terms to any person unless an offer has first been made to each existing
shareholder to allot to him at least on the same terms, a proportion of the new shares which is as nearly
as practicable equal to the proportion in nominal value held by him of the aggregate shares in issue in
the Company immediately prior to the new issue of shares; and
(b)
allot any of them to any person upon the expiration of any offer made to existing shareholders in terms
of a) above. Any such shares not subscribed for by the existing shareholders may be offered for
subscription to the general public under the same or other conditions which however cannot be more
favourable to the public than an offer made under (a).
11
Grand Harbour Marina p.l.c.
Directors’ Report (continued)
Year Ended 31 December 2023
Disclosures in terms of the Capital Markets Rules (continued)
Pursuant to Capital Markets Rule 5.64 (continued)
Board members’ powers (continued)
Furthermore, the Company may, subject to such restrictions, limitations and conditions contained in the
Companies Act, acquire its own shares.
Save as otherwise disclosed herein, the provisions of Capital Markets Rules 5.64.2, 5.64.4 to 5.64.7, 5.64.10 and
5.64.11 are not applicable to the Company.
Signed on behalf of the Company’s Board of Directors on 26 April 2024 by Lawrence Zammit (Chairman) and
Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in
conjunction with the Annual Report Financial Statements 2023.
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Grand Harbour Marina p.l.c.
Statement of the Directors’ Responsibilities
The directors are required by the Companies Act (Cap. 386) to prepare financial statements in accordance with
International Financial Reporting Standards as adopted by the EU which give a true and fair view of the state of
affairs of the Company and the Group at the end of each financial year, and of the profit or loss of the Company
and the Group for the year then ended.
In preparing the financial statements, the directors should:
•
select suitable accounting policies and apply them consistently;
•
make judgments and estimates that are reasonable; and
•
prepare the financial statements on a going concern basis, unless it is inappropriate to presume that the
Company and the Group will continue in business as a going concern.
The directors are responsible for ensuring that proper accounting records are kept which disclose with reasonable
accuracy at any time the financial position of the Company/Bank and the Group and which enable the directors
to ensure that the financial statements comply with the Companies Act (Cap. 386). This responsibility includes
designing, implementing and maintaining such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
The directors are also responsible for safeguarding the assets of the Company and the Group, and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
Additionally, the directors are responsible for:
•
the preparation and publication of the Annual Financial Report, including the consolidated financial
statements and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A,
in accordance with the requirements of the European Single Electronic Format Regulatory Technical
Standard as specified in the Commission Delegated Regulation (EU) 2020/815 (the “ESEF RTS”),
•
designing, implementing, and maintaining internal controls relevant to the preparation of the Annual
Financial Report that is free from material non-compliance with the requirements of the ESEF RTS,
whether due to fraud or error,
and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into a
single electronic reporting format.
Statement of responsibility pursuant to the Capital Market Rules issued by MFSA
In accordance with Capital Market Rule 5.68, we confirm that to the best of our knowledge:
a)
the financial statements give a true and fair view of the financial position of the Company and the Group
as at 31 December 2023 and of their financial performance and cash flows for the year then ended, in
accordance with International Financial Reporting Standards as adopted by the EU; and
b)
the Directors’ Report includes a fair review of the performance of the business and the financial
position of the Company and the Group, together with a description of the principal risks and
uncertainties that they face.
Signed on behalf of the Company’s Board of Directors on 26 April 2024 by Lawrence Zammit (Chairman) and
Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in
conjunction with the Annual Report Financial Statements 2023.
13
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance
Introduction
Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, the Company as a
company whose securities are listed on a regulated market should endeavour to adopt the Code of Principles of
Good Corporate Governance contained in Appendix 5.1 of the Capital Markets Rules (the “
Code
”). In terms of
Capital Markets Rule 5.94, the Company is obliged to prepare a report explaining how it has complied with the
Code. For the purposes of the Capital Markets Rules, the Company is hereby reporting on the extent of its
adoption of the Code.
The Company acknowledges that the Code does not dictate or prescribe mandatory rules but recommends
principles of good practice. However, the directors strongly believe that such practices are in the best interests
of the Company and its shareholders and that compliance with principles of good corporate governance is not
only expected by investors but also evidences the directors' and the Company's commitment to a high standard
of governance.
Good corporate governance is the responsibility of the Board, and in this regard the Board has carried out a
review of the Company’s compliance with the Code during the period under review. As demonstrated by the
information set out in this statement, the Company believes that it has, save as indicated herein the section
entitled “Non-Compliance with the Code”, throughout the accounting period under review, applied the principles
and complied with the provisions of the Code. In the Non-Compliance Section, the Board indicates and explains
the instances where it has departed from or where it has not applied the Code, as allowed by the Code.
Part 1: Compliance with the Code
Principle 1: The Board
The Board’s principal purpose is to provide the required leadership of the Company, to set the present and future
strategy of the Company and to ensure proper oversight and accountability.
Following the last Annual General Meeting, the Board consisted of seven non-executive directors (including the
Chairman) and one executive director. Following the resignation of three non-executive directors which was
required to bring the total complement of directors on the Board in line with the Board composition requirements
set out in the new Memorandum and Articles of Association of the Company, the Board currently comprises four
non-executive directors (including the Chairman) and one executive director, namely Elizabeth Ka Yee Kan, who
is the CEO of the Company. All of the directors were elected by the shareholders in general meeting.
The directors,
inter alia,
exercise prudent and effective control, are accountable for their or their delegates’
actions or inactions, regularly review management performance and have a broad knowledge of the business of
the Group. The directors are aware of their statutory and regulatory requirements. They allocate sufficient time
to perform their responsibilities and regularly attend Board meetings.
The Board delegates specific responsibilities to the Audit Committee. Further details in relation to the
responsibilities of the Board and the Audit Committee are found in Principles 4 and 5 of this Statement
respectively.
Principle 2: Chairman and Chief Executive
During 2023, the chairmanship of the Company was vested with Mr Lawrence Zammit and the position of Chief
Executive Officer was occupied by Ms Elizabeth Ka Yee Kan. The roles of the Chief Executive Officer and of the
Chairman are separate from each other.
14
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 2: Chairman and Chief Executive (continued)
The Chairman is responsible to lead the Board and to set its agenda. The Chairman ensures that the Board’s
discussions on any issue put before it, go into adequate depth, that the opinions of all the directors are taken
into account, and that all the Board’s decisions are supported by adequate and timely information. The Chairman
was also entrusted to ensure that the Company’s executive and management team develop a strategy which is
agreed to by the Board. The Chief Executive Officer led the Company’s management team and ensured that the
Company is being managed in line with the strategies and policies set by the Board.
Principle 3: Composition of the Board
At the beginning of 2023, the Board was composed of five (5) directors, one (1) of whom had executive functions
whilst the remaining four (4) directors were non-executive. Following the last Annual General Meeting, the Board
consisted of seven (7) non-executive directors (including the Chairman) and one (1) executive director. Following
the resignation of three non-executive directors which was required to bring the total complement of directors
on the Board in line with the Board composition requirements set out in the new Memorandum and Articles of
Association of the Company, the Board currently comprises four (4) non-executive directors, including the
Chairman and one executive director, namely Elizabeth Ka Yee Kan, who is the CEO of the Company. The Board
considers that the size of the Board is appropriate. The combined and varied knowledge, experience and skills of
the Board members provide the balance of competences that are required, add value to the functioning of the
Board and give direction to the Company, in line with the strategies and policies set out by the Board itself.
Lawrence Zammit and Franco Azzopardi are considered to be independent. In determining the independence or
otherwise of its directors, the Board considered, amongst others, the principles relating to independence of
directors contained in the Code, the Company’s own practice as well as general principles of good practice.
Specifically, in determining both Mr. Zammit and Mr. Azzopardi’s independence, the Board considered the fact
that they have both respectively been directors of the Company for more than twelve consecutive years. In this
regard, the Board is of the view that both Mr. Lawrence Zammit and Mr. Franco Azzopardi have always
respectively maintained their independence of judgment, objectively and independently assessing the
Company’s and management’s performance and that both Mr. Zammit and Mr. Azzopardi are mindful of, and
intend on maintaining independence, professionalism and integrity in carrying out their duties, responsibilities
and providing judgement as directors of the Company.
The presence of the executive director on the Board is designed to ensure that the Board has direct access to the
individuals having the prime responsibility for the executive management of the Company and the
implementation of approved polices. Each non-executive director has submitted the declaration to the Board
declaring their independence as stipulated under code provision 3.4.
Principle 4: The Responsibilities of the Board
The Board has the first level responsibility for executing the four basic roles of Corporate Governance, namely
accountability, monitoring, strategy formulation and policy development.
In fulfilling its mandate, the Board assumes responsibility to:
a) establish appropriate corporate governance standards;
b) review, evaluate and approve, on a regular basis, long-term plans for the Company;
c) review, evaluate and approve the Company’s budgets and forecasts;
d) review, evaluate and approve major resource allocations and capital investments;
e) review the financial and operating results of the Company on the basis of key performance indicators
and benchmarking the Company’s results against industry norms;
f) ensure appropriate policies and procedures are in place to manage risks and internal control;
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Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 4: The Responsibilities of the Board (continued)
g) review, evaluate and approve the overall corporate organisation structure, the assignment of
management responsibilities and plans for senior management development;
h) review, evaluate and approve compensation to senior management; and
i) review periodically the Company’s objectives and policies relating to social, health and safety and
environmental responsibilities.
The Board has established a clear internal and external reporting system to ensure that the Board has access to
accurate, relevant and timely information. The Board has ensured that policies and procedures are in place to
maintain the highest standards of corporate conduct of the Company and its employees.
During its meetings the Board regularly discusses the directors’ statutory and fiduciary duties, the Company’s
operations and prospects, the skills and competence of senior management, the general business environment
and the Board’s expectations.
Principle 5: Board Meetings
For the period under review, the Board has implemented its policy to meet at least once every quarter. Board
meetings concentrate mainly on strategy, operational performance and financial performance of the Company.
After each Board meeting and before the next, Board minutes that faithfully record attendance, key issues and
decisions are sent to the directors. As a matter of practice, Board meetings are set well in advance of their due
date and each director is provided with detailed Board papers relating to each agenda item. Management
prepares detailed reviews for each Board meeting covering all aspects of the Company’s business.
During 2023, the Board met five (5) times. Meetings were attended as follows:
Members
No of Meetings held: Five (5)
Attended
Lawrence Zammit (Chairman)
5
Franco Azzopardi
5
Elizabeth Ka Yee Kan
3
Victor Lap Lik Chu
4
Tarcisio Barbara*
3*
Tze Shun Fung**
2
Man Yi Ho**
2
Chi Keung Ng**
2
Yixin Zeng**
2
*Mr Tarcisio Barbara was not re-elected as director, legal and judicial representative during the annual general
meeting of the Company held on the 27 June 2023.
**
Tze Shun Fung, Man Yi Ho, Chi Keung Ng and Yixin Zeng were appointed as directors and legal and judicial
representatives with effect from 27 June 2023.
The Board also delegates specific responsibilities to the management team of the Company, the Audit
Committee and the Nominations Committee, which operate under their formal terms of reference.
16
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 5: Board Meetings (continued)
Board Committees
Audit Committee
The Board delegates certain responsibilities to the Audit Committee, the terms of reference of which reflect the
requirements stipulated in the Capital Markets Rules, as amended by virtue of Directive (EU) 2017/828 of the
European Parliament and of the Council of 17 May 2017, amending Directive 2007/36/EC regarding the
encouragement of long-term shareholder engagement. As part of its terms of reference, the Audit Committee
has the responsibility to, if required, vet, approve, monitor and scrutinise Related Party Transactions, if any,
falling within the ambits of the Capital Markets Rules and to make its recommendations to the Board on any such
proposed Related Party Transactions. The Audit Committee also establishes internal procedures and monitors
these on a regular basis. The terms of reference for the Audit Committee are designed both to strengthen this
function within the Company and to widen the scope of the duties and responsibilities of this Committee.
The Committee also has the authority to summon any person to assist it in the performance of its duties, including
the Auditors of the Company who are invited to all relevant meetings.
For the period under review, the Audit Committee was composed of Franco Azzopardi (non-executive director
and Chairman of the Audit Committee), Lawrence Zammit (non-executive director and Chairman of the Company)
and Victor Lap Lik Chu (non-executive director), who was replaced by Man Yi Ho with effect from 31 August 2023.
The Chairman of the Audit Committee is appointed by the Board and is independent of the Company. Lawrence
Zammit and Franco Azzopardi are independent. In assessing their independence, the Board considered the
criteria set out in Capital Markets Rule 5.119, including as far as both Lawrence Zammit and Franco Azzopardi are
concerned, the fact that they have respectively served as directors of the Company for more than twelve
consecutive years.
During 2023, the Audit Committee met five (5) times.
Members
No of Meetings held: Five (5)
Attended
Franco Azzopardi
5
Lawrence Zammit
5
Victor Lap-Lik Chu*
0
Man Yi Ho**
1
*
Mr. Chu also sits on the Board of Camper & Nicholsons Marina Investments Limited. Mr. Chu does not
participate in meetings which discuss and, where deemed appropriate, approve related party transactions. Mr.
Chu resigned from his role as member of the Audit Committee on 31 August 2023.
** Ms. Ho does not participate in meetings which discuss and, where deemed appropriate, approve related party
transactions. Man Yi Ho has been appointed as a member of the Audit Committee with effect from 31 August
2023.
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Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 5: Board Meetings (continued)
Board Committees (continued)
Audit Committee (continued)
The Board considers Mr Franco Azzopardi to be independent and competent in accounting and/or auditing on
the basis that Mr Azzopardi qualified as an accountant in 1985 and received a Master of Science in Finance from
the University of Leicester in 2006. In accordance with Capital Markets Rule 5.118, the Board considers the
members of the Audit Committee as having the required competence jointly as a Committee due to their
professional background and experience in the marina industry, as well as in other sectors, at both national and
international level.
Nominations Committee
During the period under review, the shareholders of the Company approved changes to the Memorandum and
Articles of Association of the Company, which
inter alia
, introduced the set-up of the Nominations Committee.
As at the date of this statement, the Nominations Committee is composed of Lawrence Zammit (Chairman and
non-executive director), Franco Azzopardi (non-executive director) and Elizabeth Ka Yee Kan.
As part of its function, the Nomination Committee is tasked with proposing to the Board candidates for the
position of director, including persons considered to be independent in terms of the Capital Markets Rules, whilst
also considering any recommendations from or nominations made by the shareholders in accordance with the
Articles of Association of the Company. Indeed, the Nominations Committee is empowered, by virtue of the
Articles of Association of the Company, to reject any recommendation made to it if, in its considered opinion, the
appointment of the person so recommended as a Director could be detrimental to the Company’s interests or if
such person is not considered fit and proper to occupy that position. All persons who have been deemed fit and
proper by the Nominations Committee (following recommendations made by the shareholders) are then
submitted for appointment by the shareholders of the Company in general meeting. The Board and the
Nominations Committee itself may also make recommendations of fit and proper persons to the shareholders of
the Company for appointment at the annual general meeting.
The Nominations Committee shall also have the function of periodically assessing the skills, knowledge and
experience of individual Directors necessary for the Board to have the appropriate level of skill, competence and
experience that would endow the Board with the requisite collective knowledge and skill necessary for the proper
functioning of the company and its oversight by the Board of Directors.
The Nominations Committee is also tasked with informing the recommended candidates, about the expected
time commitment required in connection with their roles as Directors of the Company. Other significant
commitments, including time involvement, of such recommended candidates, are disclosed to the Nominations
Committee prior to their appointment.
No member of the Nominations Committee may be present while his nomination as a Director of the Company
is discussed by the Nominations Committee.
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Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 6: Information and Professional Development
Senior Executive Management
The CEO is responsible for the implementation of the strategies set by the Board, management of the business
of the Company and to deliver the results. The CEO reports directly to the Board of the Company. The Company’s
senior management, including the CEO, is appointed by the Board.
The Board is responsible for setting the business strategy and overall corporate governance of the Company. The
General Manager, Chief Operating Officer and Chief Financial Officer of the Company attended meetings of the
Board as and when requested. The attendance of such persons during Board meetings is designed to ensure that
all the directors have direct access to the day-to-day management of the Company’s business and to,
inter alia
,
ensure that the policies and strategies adopted by the Board are successfully implemented by the Company.
On joining the Board, a director is provided with briefings by the Company’s senior management on the different
activities within the Company. Each director is made aware of the Company’s on-going obligations in terms of
the Companies Act (Cap. 386), the Capital Markets Rules and other relevant legislation. Directors have access to
the advice and services of the Company Secretary who is also the legal counsel to the Board and the Company in
order to ensure that each director is aware of his or her legal obligations. The Company is also prepared to bear
the expense incurred by the directors requiring independent professional advice should they judge it necessary
to discharge their responsibilities as directors. The Board actively also considers the professional and technical
development of all directors and senior management.
The Company recognises the need for a succession plan for the senior management of the Company. The marina
service agreement with CNML provides the necessary tool for succession planning purposes. The value added by
having this marina service agreement with CNML is the possibility for the Company to tap in on any additional
resources it may require from time to time. This serves the purpose of also ensuring the continuity of operations
of the marina. Appointments and changes to senior management are the responsibility of the CEO and are
approved by the Board.
Notwithstanding that the Board has established no formal system yet, the Board and the CEO ensure that the
staff morale is duly monitored at all times.
Principle 7: Evaluation of the Board’s Performance
With respect to the year under review, the Board undertook an evaluation of its own performance, the
Chairman’s performance and that of its Committees. The Board did not per se appoint a committee to carry out
this performance evaluation, but the evaluation exercise was conducted through a discussion at a meeting of the
Board of Directors. Whilst the Board continuously seeks ways how to reasonably improve its governance
structures, the feedback obtained to date was not such to require material changes to the Company’s corporate
governance structures.
Principle 8: Committees
Remuneration Committee
As is permitted in terms of provision 8.A.2 of the Code, on the basis of the fact that the remuneration of the
directors is not performance-related, the Company has not set up a remuneration committee. The functions
which would otherwise be carried out by such committee are carried out by the Board which in so doing,
benchmarks the directors’ remuneration against the market.
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Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 9: Relations with Shareholders and with the Market and Principle 10: Institutional Investors
The Board is of the view that over the period under review the Company has communicated effectively with the
market through a number of company announcements that it published informing the market of significant
events happening within the Company, as well as the keeping the market updated with the financial performance
of the Company.
The Company also communicates with its shareholders through its Annual General Meeting (further detail is
provided under the section entitled General Meetings). The Chairman arranges for all directors to attend the
annual general meeting and for the chairman of the Audit Committee to be available to answer questions, if
necessary. The Chairman also ensures that sufficient contact is maintained with major shareholders to
understand issues and concerns.
Apart from the annual general meeting, the Company intends to continue with its active communication strategy
in the market and shall accordingly continue to communicate with its shareholders and the market by way of the
Annual Report and Financial Statements, by publishing its results on a six-monthly basis during the year and
through the directors’ statements published on a six-monthly basis, and by company announcements to the
market in general. The Company recognises the importance of maintaining a dialogue with the market to ensure
that its strategies and performance are well understood and disclosed to the market in a timely manner.
The Company's website (https://cnmarinas.com/grand-harbour-marina/notification-publication/) also contains
information about the Company and its business which is a source of further information to the market. Individual
shareholders can raise matters relating to their shareholding at any time throughout the year and are provided
with the opportunity to ask questions at the Annual General Meeting. Minority shareholders may requisition a
meeting of shareholders in accordance with applicable law.
Principle 11: Conflicts of Interest
The directors are aware that their primary responsibility is always to act in the interest of the Company and its
shareholders as a whole irrespective of who appointed them to the Board. Acting in the interest of the Company
includes an obligation to avoid conflicts of interest. The Board is aware of any interest directors may have in the
share capital of the Company.
In the case of conflicts, the Company has strict policies in place which are based on applicable laws, rules and
regulations and which allow it to manage such conflicts, actual or potential, in the best interest of the Company.
Principle 12: Corporate Social Responsibility
Grand Harbour Marina remains committed to its social responsibilities, conducting business in an ethical manner,
protecting the environment it operates in and contributing to the activities organised by the neighbouring
communities of the three cities.
During 2023, the marina supported both the Birgu Local Council (with a sponsorship towards the Birgu Fest yearly
event) and the Senglea Local Council. The company also co-sponsored the Birgu Children Christmas party and
presented ‘L-Istrina’ with a donation. Together with the superyacht crew, the marina team presented food
hampers to the ‘Foodbank Lifeline Foundation’ for households waiting for long-term solutions.
20
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 12: Corporate Social Responsibility (continued)
The marina continues supporting international events for the promotion of the Maltese islands abroad. The Baille
de Suffren classic yachts regatta and the Rolex Middle Sea Race feature yearly in the sailing calendar. During
November, a French film production shot a classic movie with the waterfront transformed into a 15th century
scene.
Part 2: Non-Compliance with the Code
Principle 4: Code Provisions 4.2.7:
Code Provision 4.2.7 recommends “
the development of a succession policy for the future composition of the Board
of directors and particularly the executive component thereof, for which the Chairman should hold key
responsibility
”. In the context of the appointment of directors being a matter reserved exclusively to the
Company’s shareholders (except where the need arises to fill a casual vacancy), considering that every director
retires from office at the AGM, the Company does not consider it feasible to have in place such a succession
policy. However, the recommendation to have in place such a policy will be kept under review. An active
succession policy is however in place for senior executive positions in the Company.
Principle 7: Code Provision
Code Provision 7.1 recommends that
the board should appoint a committee chaired by a non-executive Director
in order to carry out a performance evaluation of its role
. The Board did not appoint an
ad hoc
committee to carry
out this performance evaluation. The Board believes that the size of the Company and the Board itself does not
warrant the establishment of a committee specifically for the purpose of carrying out a performance evaluation
of its role. Whilst the requirement under Code Provision 7.1 might be useful in the context of larger companies
having a more complex set-up and a larger Board, the size of the Company’s Board is such that it should enable
it to evaluate its own performance without the requirement of setting up an
ad hoc
committee for this purpose.
Additionally, the Board also notes that its performance is subject to the constant scrutiny of the Board itself, the
Company’s shareholders, the market and the rules by which the Company is regulated as a listed company.
Principle 9: Code Provision 9.3:
The Company does not have a formal mechanism in place as required by Code provision 9.3 to resolve conflicts
between minority shareholders and controlling shareholders and no such conflicts have arisen.
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Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Internal Control and Risk Management
The Board reviews and is ultimately responsible for the Company's system of internal controls and for reviewing
its effectiveness. Such a system is designed to manage rather than eliminate risk to achieve business objectives,
and can provide only reasonable, and not absolute, assurance against normal business risks or loss.
The key features of the Company’s system of internal control are as follows:
Organisation
The Company operates through the management team of the Company. Such team
operates within clear reporting lines and delegation of powers granted by resolution
of the Board.
Control environment
The Company is committed to the highest standards of business conduct and seeks
to maintain these standards across all of its operations. Company policies and
employee procedures are in place for the reporting and resolution of improper
activities.
The Company has an appropriate organisational structure for planning, executing,
controlling and monitoring business operations in order to achieve Company
objectives.
Risk identification
Company management is responsible for the identification and evaluation of key
risks applicable to their respective areas of business
.
Financial reporting
Financial reporting procedures are in place to identify, control and report major risks.
The Board receives periodic management information giving comprehensive analysis
of financial and business performance against prior periods and current budgets.
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Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
General Meetings and Shareholders’ Rights
Conduct of general meetings
It is only shareholders whose details are entered into the register of members on the record date that are entitled
to participate in the general meeting and to exercise their voting rights. In terms of the Capital Markets Rules,
the record date falls thirty (30) days immediately preceding the date set for the general meeting to which it
relates. The establishment of a record date and the entitlement to attend and vote at general meeting does not,
however, prevent trading in the shares after the said date.
In order for business to be transacted at a general meeting, a quorum must be present. In terms of the articles
of association, fifty-one per cent (51%) of the nominal value of the issued equity securities entitled to attend and
vote at the meeting constitutes a quorum. If within half an hour, a quorum is not present, the meeting shall stand
adjourned to the same day in the next week, at the same time and place or to such other day and at such other
time and place as the directors may determine. In any event, the adjourned meeting must be held at least ten
(10) days after the final convocation is issued and no new item must put on the agenda of such adjourned
meeting. If at the adjourned meeting a quorum is not yet present within half an hour from the time appointed
for the meeting, the member or members present shall constitute a quorum. The chairman of the Board presides
as chairman at every general meeting of the Company. At the commencement of any general meeting, the
chairman may, subject to applicable law, set the procedure which shall be adopted for the proceedings of that
meeting. Such procedure is binding on the members.
If the meeting consents or requires, the chairman shall adjourn a quorate meeting to discuss the business left
unattended or unfinished. If a meeting is adjourned for thirty (30) days or more, notice of the quorate meeting
must be given as in the case of an original meeting. Otherwise, it is not necessary to give any notice of an
adjourned meeting or of the business to be transacted at such quorate meeting.
At any general meeting a resolution put to the vote shall be determined and decided by a show of hands, unless
a poll is demanded before or on the declaration of the result of a show of hands by:
I.
the chairman of the meeting; or
II.
by at least three (3) members present in person or by proxy; or
III.
any member or members present in person or by proxy and representing not less than one tenth of the
total voting power of all members having the right to vote at that meeting; or
IV.
a member or members present in person or by proxy holding equity securities conferring a right to vote at
the meeting, being equity securities on which an aggregate sum has been paid up equal to not less than
one-tenth of the total sum paid up on all the equity securities conferring that right.
Unless a poll is so demanded, a declaration by the chairman that a resolution has on a show of hands been carried
or carried unanimously, or by a particular majority, or lost together with an entry to that effect in the minute
book, shall constitute conclusive evidence of the fact without need for further proof. If a resolution requires a
particular majority in value, in order for the resolution to pass by a show of hands, there must be present at that
meeting a member or members holding in the aggregate at least the required majority. A poll demanded on the
election of the chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at the discretion of the chairman. In the case of equality of votes, whether on a show of
hands or on a poll, the chairman has a second or casting vote. On a show of hands every member present in
person or by proxy shall have one vote, and on a poll every member shall have one vote for each equity security
carrying voting rights of which he is the holder provided that all calls or other sums presently payable by him in
respect of equity securities have been paid.
23
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
General Meetings and Shareholders’ Rights (continued)
Proxy
Every member is entitled to appoint one person to act as proxy holder to attend and vote at a general meeting
instead of him. The proxy holder shall enjoy the same rights to participate in the general meeting as those to
which the member thus represented would be entitled. If a member is holding shares for and on behalf of third
parties, such member shall be entitled to grant a proxy to each of his clients or to any third party designated by
a client and the said member is entitled to cast votes attaching to some of the shares differently from the others.
In the case of voting by a show of hands, a proxy who has been mandated by several members and instructed to
vote by some shareholders in favour of a resolution and by others against the same resolution shall have one
vote for and one vote against the resolution.
The instrument appointing a proxy must be deposited at the office or by electronic mail at the address specified
in the notice convening the meeting not less than forty-eight (48) hours before the time for holding the meeting
or, in the case of a poll, not less than forty-eight (48) hours before the time appointed for the taking of the poll.
The same applies to the revocation of the appointment of a proxy.
A form of instrument of proxy shall be in such form as may be determined by the directors and which would allow
a member appointing a proxy to indicate how he would like his proxy to vote in relation to each resolution.
Including items on the agenda
A shareholder or shareholders holding not less than 5% of the issued share capital may include items on the
agenda of the general meeting and table draft resolutions for items included on the agenda of a general meeting.
Such right must be exercised by the shareholder at least 46 days before the date set for the general meeting to
which it relates.
Questions
Shareholders have the right to ask questions which are pertinent and related to the items on the agenda.
Electronic voting
In terms of the Articles of Association of the Company, the directors may establish systems to:
a)
allow persons entitled to attend and vote at general meetings of the Company to do so by electronic
means in accordance with the relevant provisions of the Capital Markets Rules; and
b)
allow for votes on a resolution on a poll to be cast in advance.
Where a shareholder requests the Company to publish a full account of a poll, the Company is required to publish
the information on its website not later than fifteen (15) days after the general meeting at which the result was
obtained.
Further details on the conduct of a general meeting and shareholders’ rights are contained in the memorandum
and articles of association of the Company and in chapter 12 of the Capital Markets Rules.
24
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Remuneration Statement
As is permitted in terms of provision 8.A.2 of the Code, on the basis of the fact that the remuneration of the
directors is not performance-related, the Company has not set up a remuneration committee. The functions
which would otherwise be carried out by such Committee are carried out by the Board.
Remuneration Policy – Senior Executives
The Board determines the framework of the overall remuneration policy and individual remuneration
arrangements for its senior executives based on recommendations from the Compensation Committee of its
Parent company. The Board considers that these remuneration packages reflect market conditions and are
designed to attract appropriate quality executives to ensure the efficient management of the Company. During
the current year under review there have been no significant changes in the Company’s remuneration policy and
no significant changes are intended to be effected thereto in the year ahead. The terms and conditions of
employment of each individual within the executive team are set out in their respective indefinite contracts of
employment with the Company. None of these contracts contain provisions for termination payments and other
payments linked to early termination. The Company’s senior executives may be paid a bonus by the Company of
up to 10% of their respective salary. The payment of such bonus is based on the financial performance of the
Company.
Moreover, share options, pension schemes and profit sharing are currently not part of the Company’s
remuneration policy.
The Company has opted not to disclose the amount of remuneration paid to its senior executives on the basis
that it is commercially sensitive.
Remuneration Policy – Directors
The Board determines the framework of the remuneration policy for the members of the Board as a whole. The
maximum annual aggregate emoluments that may be paid to the directors is approved by the shareholders in
the Annual General Meeting. The financial statements disclose an aggregate figure in respect of the directors’
remuneration which, with respect to the period under review, amounted to forty-two thousand Euros (€42k)
(entirely representing a fixed remuneration)
.
As mentioned above, there are no share options and the directors
do not receive variable remuneration. Directors’ emoluments are designed to reflect the time committed by
directors to the Company’s affairs. The remuneration of the directors is not performance related.
Signed on behalf of the Company’s Board of Directors on 26 April 2024 by Lawrence Zammit (Chairman) and
Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in
conjunction with the Annual Report Financial Statements 2023.
25
Grand Harbour Marina p.l.c.
Other Disclosures in terms of the Capital Markets Rules
Pursuant to Capital Markets Rule 5.70
5.70.1
Material Contracts in relation to which a director of the Company was directly or indirectly
interested
Marina Services Agreement between the Company and Camper & Nicholsons Marinas Limited (“CNML”)
On the 1 July 2007, the Company entered into a Marina Service Agreement with CNML for an initial period of 3
years and which continues in force thereafter. CNML is entitled to receive from the Company the following
fees/charges:
1.
in respect of recruitment, operational services and auditing - 2.5% on the sum of the total amounts (gross
receipts) from the marina operations with a minimum payment of GBP18k per annum;
2.
sales and marketing - GBP3.2k per month and 2.5% on licences in excess of one year;
3.
commissioning - sums shall be agreed from time to time in connection with projects undertaken;
4.
project services - charges are agreed from time to time; and
5.
financial controller support - a rate of GBP48 per hour for actual time spent on GHM work.
Royalty Agreement between the Company and Camper & Nicholsons Marinas International Limited
The Company had formerly entered into an agreement with CNML. The agreement dated 1 April 2004 gives right
for the marina to use the name of “C&N” for its operations. CNML was entitled to branding charges of GBP1k per
month. This agreement had been replaced by an agreement dated 1 July 2007 between GHM and Camper &
Nicholsons (Designs) Limited. Under the terms of this agreement, GHM was obliged to pay Camper & Nicholsons
(Designs) Limited 0.25% of turnover as royalties with a minimum amount of GBP10k per annum. This agreement
was terminated on 19 December 2008 and replaced by another agreement with Camper & Nicholsons Marinas
International Limited. Under the terms of this new agreement the Company is obliged to pay Camper &
Nicholsons Marinas International Limited 1.50% of operating turnover as royalties.
Loans between the Company and Camper & Nicholsons Marina Investments Limited (“CNMIL” or the “Parent
Company”).
As at 31 December 2023, the Company had one loan agreement with CNMIL. By virtue of an agreement dated
July 2022, the Company rolled over the loan of €2,250,000 to the Parent Company, which has an interest rate
payable to the Company of 4.50% per annum, and is now repayable by the 30 September 2024.
Additionally, by virtue of two loan notes, the Company granted in favour of Camper & Nicholsons Marinas Limited
(“
CNML
”), a company registered and incorporated in England, bearing company registration number 2764678,
and with its registered address at “35, Ballards Lane, London, N3 1XW, England”, two loans in an aggregate
amount of €2,682,000 (€450,000 under the first loan note, and an aggregate of €2,232,000 under the second
loan respectively) (the “
CNML
Loan Notes
”). The amounts due to the Company in terms of the CNML Loan Notes
bear interest at the fixed rate of 5% per annum. The first loan note is to be repaid in full, together with interest
by 31 March 2027; the second loan note is to be repaid in full, together with interest by 30 September 2028.
The following directors of the Company are also directors of Camper & Nicholsons Marina Investments Limited
and / or other companies forming part of the same group of companies:
Victor Lap Lik Chu (resigned from his role as director, legal and judicial representative of the Company with effect
from 22 March 2024)
Elizabeth Ka Yee Kan
26
Grand Harbour Marina p.l.c.
Other Disclosures in terms of the Capital Markets Rules (continued)
Pursuant to Capital Markets Rule 5.70 (continued)
Pursuant to Capital Markets Rule 5.70.2
Company Secretary:
Dr Louis de Gabriele LL.D.
Registered Office of Company:
Vittoriosa Wharf
Vittoriosa BRG 1721
Malta
Telephone:
(+356) 21 800 700
27
Grand Harbour Marina p.l.c.
Remuneration Report
Year Ended 31 December 2023
This statement on the remuneration of Grand Harbour Marina p.l.c.’s (C 26891) (the “
Company
”) Board of
directors and Chief Executive Officer has been drawn up in compliance with the requirements of Chapter 12 of
the Capital Markets Rules, and contains information required by the provisions of Appendix 12.1 of the Capital
Markets Rules.
The Company’s remuneration of its board of directors is based on the remuneration policy adopted and approved
by the shareholders at the annual general meeting of 11 September 2021.
That policy is available for inspection
on the Company’s website at https://ghm.com.mt/static/23b6fcbc758c8567ad44fc92bb84a346/AGM-2021-
Remuneration-Policy.pdf
1.
The Remuneration Policy
The Company’s remuneration policy determines the basis for remuneration of all members of the board of
directors, and the Chief Executive Officer (“
CEO
”) of the Company.
It defines the principles and guidelines that
apply to both fixed and variable remuneration, including all bonuses and benefits, which can be awarded to
directors and, in the case of variable remuneration, indicate the relative proportion between fixed and variable
components.
The Company’s remuneration policy is intended as a measure to attract and retain suitable candidates for the
position of directors, calculated to provide the Company with the appropriate skills, technical knowledge
experience and expertise both for the determination of policies and strategies of the Company as well as the
supervisory role of the board, which in turn contributes to the performance of the Company. The CEO does not
get any form of remuneration from the Company.
The Policy was implemented without any deviations from the procedure for the implementation of the
remuneration policy as defined in Chapter 12 of the Capital Markets Rules. However, it is worth noting that whilst
the remuneration policy provides that the Board mandated the Compensation Committee established by Camper
& Nicholsons Marina Investments Limited (the Parent Company) to evaluate the remuneration of the senior
executives of the Company and formulate recommendations to the Board, by the end of 2021, the Board took
over this role and started benchmarking the remuneration of the directors against the market.
The overall remuneration of the board consists of two components which are designed to reflect the time
committed by the directors to the Company’s affairs:
•
The basic remuneration, consisting of fixed
honoraria
as sitting members of the board;
•
Additional remuneration where a member of the board is assigned additional duties to sit on or chair a
board committee.
2.
The Decision-making process with respect to remuneration
The aggregate emoluments that may be paid to the directors (excluding the CEO) is decided upon by the
shareholders in general meeting following a recommendation made to shareholders by the board.
The board then decides on the remuneration of the Chairman and the other non-executive directors consisting
of a fixed honorarium to each director.
The board also establishes and fixes the remuneration of the CEO with
respect to her executive role within the Company.
28
Grand Harbour Marina p.l.c.
Remuneration Report (continued)
Year Ended 31 December 2023
3.
Key principles of remuneration
Following the last Annual General Meeting, the Board consisted of seven non-executive directors (including the
Chairman) and one executive director. Following the resignation of three non-executive directors which was
required to bring the total complement of directors on the Board in line with the Board composition requirements
set out in the new Memorandum and Articles of Association of the Company,
the Board currently comprises four
(4) non-executive directors, including the Chairman, namely Lawrence Zammit, Man Yi Ho, Franco Azzopardi and
Chi Keung Ng and one executive director, namely Elizabeth Ka Yee Kan, who is the CEO of the Company.
The aggregate remuneration approved by the shareholders for the financial year ended 31 December 2023 was
retained at a maximum of €232,937.
This includes the two components of remuneration.
The Chairman and the non-executive directors
Fixed component
The board believes that in line with local practice the fixed honorarium for non-executive directors is the principal
component that compensates directors for their contribution as members of the board.
The Chairman of the
board receives a higher honorarium in view of the role of acting as the most senior non-executive director on the
board and as the person responsible for chairing board meetings, co-ordinating board assignments, and generally
represents the Company in its interactions with the authorities and key stakeholders.
Non-executive directors who are also delegated to sit on a sub-committee of the board or otherwise chair such
sub-committee are paid fixed additional fixed honoraria for each such assignment.
None of the directors have service contracts with the Company and each non-executive director serves from one
annual general meeting to the next, when the appointment of directors is conducted at the annual general
meeting.
Accordingly, none of the non-executive directors have any entitlement to any compensation if they are
removed from office.
Such removal would require an ordinary resolution of the shareholders at a general
meeting.
The Directors are entitled to be paid travel and other reasonable expenses incurred by them in the performance
of their duties as directors.
The Company does not remunerate the Chairman or the other non-executive
directors in any other manner, nor does it provide any loans or other guarantees to them.
Variable component
In line with the Remuneration Policy approved by shareholders, the non-executive directors are not entitled to
any form of variable remuneration. Table 1 below shows the overall annual remuneration of non-executive
directors:
Office
Fixed Honorarium
Additional Remuneration for
sitting on subcommittees
Total
€
€
€
Lawrence Zammit (Chairman)
22,000
3,000
25,000
Franco Azzopardi
10,000
3,000
13,000
Tarcisio Barbara*
3,500
-
3,500
Victor Lap Lik Chu
nil
nil
nil
Man Yi Ho
nil
nil
nil
Chi Keung Ng
nil
nil
nil
Table 1 - Remuneration of Non-Executive Directors
*Reflecting only half-year remuneration as Tarcisio Barbara was not reappointed during the last AGM.
29
Grand Harbour Marina p.l.c.
Remuneration Report (continued)
Year Ended 31 December 2023
Executive Director
The Company has one executive, that is also appointed as member of the board (not
ex officio
).
The executive
director is the CEO.
Fixed Remuneration- Salary
The CEO does not get any form of remuneration from the Company.
Variable Remuneration- Bonus
The CEO does not get any form of remuneration from the Company.
There has been no change in the remuneration of directors over the course of the year 2023.
THIS REMUNERATION STATEMENT HAS BEEN PREPARED BY THE DIRECTORS AND IS SIGNED BY THE CHAIRMAN
AS AUTHORISED BY THE BOARD.
IN ACCORDANCE WITH CAPITAL MARKETS RULE 12.26N, THE EXTERNAL
AUDITORS HAVE CHECKED THAT ALL INFORMATION, REQUIRED IN TERMS OF APPENDIX 12.1 OF CHAPTER 12
OF THE CAPITAL MARKETS RULES, HAS BEEN INCLUDED.
Signed on behalf of the Company’s Board of Directors on 26 April 2024 by Lawrence Zammit (Chairman) and
Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in
conjunction with the Annual Report Financial Statements 2023.
30
Grand Harbour Marina p.l.c.
Statement of financial position
As at 31 December 2023
2023
2022
2023
2022
Group
Group
Company
Company
Note
€000
€000
€000
€000
ASSETS
Property, plant and equipment
16
4,057
4,243
4,057
4,243
Deferred costs on property, plant and
equipment
475
478
475
478
Right-of-use asset
21
5,007
5,133
5,007
5,133
Equity-accounted investee
18
5,728
3,648
2,174
2,174
Investment in debt securities
19
4,392
4,474
4,392
4,474
Loans to related parties
20
1,950
5,173
1,950
5,173
Non-current assets
21,609
23,149
18,055
21,675
Loans to related parties
20
2,669
308
2,669
308
Trade and other receivables
22
1,069
928
1,069
928
Cash and cash equivalents
23
5,181
4,031
5,181
4,031
Current assets
8,919
5,267
8,919
5,267
Total assets
30,528
28,416
26,974
26,942
EQUITY
Share capital
24
2,400
2,400
2,400
2,400
Exchange translation reserve
24
(1,670)
83
-
-
Fair value reserve
24
(203)
(209)
(203)
(209)
Retained earnings
5,943
2,172
719
781
Total equity attributable to equity holders
of the Company
6,470
4,446
2,916
2,972
LIABILITIES
Lease liability
21
5,933
6,046
5,933
6,046
Debt securities in issue
26
14,832
14,790
14,832
14,790
Deferred tax liabilities
15
769
790
769
790
Non-current liabilities
21,534
21,626
21,534
21,626
Lease liability
21
9
12
9
12
Bank overdraft
26
2
2
2
2
Taxation payable
63
-
63
-
Trade and other payables
27
1,409
1,297
1,409
1,297
Contract liabilities
28
1,041
1,033
1,041
1,033
Current liabilities
2,524
2,344
2,524
2,344
Total liabilities
24,058
23,970
24,058
23,970
Total equity and liabilities
30,528
28,416
26,974
26,942
The accompanying notes are an integral part of these financial statements. The financial statements on pages 30 to 91 were
approved and authorised for issue by the Board of Directors on 26 April 2024 and signed on behalf of the Company’s Board of
Directors by Lawrence Zammit (Chairman) and Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual
Financial Report submitted in conjunction with the Annual Report Financial Statements 2023.
31
Grand Harbour Marina p.l.c.
Statement of profit or loss and other comprehensive income
For the year ended 31 December 2023
2023
2022
2023
2022
Group
Group
Company
Company
Note
€000
€000
€000
€000
Continuing operations
Revenue
10
4,335
3,902
4,335
3,902
Direct costs
11
(934)
(774)
(934)
(774)
Gross profit
3,401
3,128
3,401
3,128
Selling and marketing expenses
11
(41)
(45)
(41)
(45)
Administrative expenses:
Depreciation on plant and equipment
16
(281)
(276)
(281)
(276)
Depreciation on right-of-use-asset
21
(126)
(143)
(126)
(143)
Other administrative expenses
11
(1,514)
(1,486)
(1,514)
(1,486)
Operating profit
1,439
1,178
1,439
1,178
Impairment reversal on financial assets
29
6
15
6
15
Finance income
13
412
412
412
412
Finance costs
13
(1,118)
(1,113)
(1,118)
(1,113)
(700)
(686)
(700)
(686)
Share of equity-accounted investee profit
net of tax
18
2,627
1,334
-
-
Profit before tax
3,366
1,826
739
492
Income tax expense
15
(458)
(268)
(458)
(268)
Profit for the year attributable to
equity holders of the Company
2,908
1,558
281
224
Other comprehensive (loss)/ income:
Items that are or may be reclassified
subsequently to profit or loss
Monetary gain on restating non-monetary
items in line with IAS 29
18
1,206
1,590
-
-
Foreign currency translation differences
18
(1,753)
10
-
-
Unrealised fair value movement on
debt securities at fair value
through other comprehensive
income (FVOCI)
19
(8)
(199)
(8)
(199)
Cumulative movement in fair value of debt
securities disposed of during the year
reclassified to profit or loss
19
-
4
-
4
Expected credit losses/ (reversal) on debt
securities at FVOCI
19
14
(2)
14
(2)
Other comprehensive income/ (loss) for
the year, net of tax attributable to
equity holders of the Company
(541)
1,403
6
(197)
Total comprehensive income for the year
attributable to equity holders of the
Company
2,367
2,961
287
27
Earnings per share (€)
14
0.145
0.078
The accompanying notes are an integral part of these financial statements.
32
Grand Harbour Marina p.l.c.
Statement of changes in equity
For the Year Ended 31 December 2023
Share
capital
Translation
reserve
Fair value
reserve
Retained
earnings
Total
€000
€000
€000
€000
€000
Group
Balance at 1 January 2022
2,400
73
(12)
(316)
2,145
Total comprehensive (loss)/ income:
Profit for the year
-
-
-
1,558
1,558
Other comprehensive income:
Monetary gain on restating non-monetary
items in line with IAS 29
-
-
-
1,590
1,590
Foreign currency translation
differences
-
10
-
-
10
Unrealised fair value movement on debt
securities at fair value through other
comprehensive income (FVOCI)
-
-
(199)
-
(199)
Cumulative movement in fair value of debt
securities disposed of during the year
reclassified to profit or loss
-
-
4
-
4
Reversal of expected credit loss on debt
securities at FVOCI
-
-
(2)
-
(2)
Other comprehensive (loss)/ income for the
year
-
10
(197)
1,590
1,403
Total comprehensive (loss)/ income for
the year
-
10
(197)
3,148
2,961
Transactions with owners of the Company:
Dividends paid
-
-
-
(660)
(660)
Balance at 31 December 2022
2,400
83
(209)
2,172
4,446
Balance at 1 January 2023
2,400
83
(209)
2,172
4,446
Total comprehensive (loss)/ income:
Profit for the year
-
-
-
2,908
2,908
Other comprehensive income:
Monetary gain on restating non-monetary
items in line with IAS 29
-
-
-
1,206
1,206
Foreign currency translation
differences
-
(1,753)
-
-
(1,753)
Unrealised fair value movement on debt
securities at fair value through other
comprehensive income
(FVOCI)
-
-
(8)
-
(8)
Expected credit losses on debt securities at
FVOCI
-
-
14
-
14
Other comprehensive (loss)/ income for the
year
-
(1,753)
6
1,206
(541)
Total comprehensive (loss)/ income for the
year
-
(1,753)
6
4,114
2,367
Transactions with owners of the Company:
Dividends paid
-
-
-
(343)
(343)
Balance at 31 December 2023
2,400
(1,670)
(203)
5,943
6,470
The accompanying notes are an integral part of these financial statements.
33
Grand Harbour Marina p.l.c.
Statement of changes in equity (continued)
For the Year Ended 31 December 2023
Share
capital
Fair value
reserve
Retained
earnings
Total
€000
€000
€000
€000
Company
Balance at 1 January 2022
2,400
(12)
1,217
3,605
Total comprehensive (loss)/ income:
Profit for the year
-
-
224
224
Other comprehensive income:
Unrealised fair value movement on debt
securities at fair value through other
comprehensive income (FVOCI)
-
(199)
-
(199)
Cumulative movement in fair value of debt
securities disposed of during the year
reclassified to profit or loss
-
4
-
4
Reversal of expected credit losses on debt
securities at FVOCI
-
(2)
-
(2)
Other comprehensive loss for the year
-
(197)
-
(197)
Total comprehensive (loss)/ income for the year
-
(197)
224
27
Transactions with owners of the Company:
Dividends paid
-
-
(660)
(660)
Balance at 31 December 2022
2,400
(209)
781
2,972
Balance at 1 January 2023
2,400
(209)
781
2,972
Total comprehensive income:
Profit for the year
-
-
281
281
Other comprehensive income:
Unrealised fair value movement on debt
securities at fair value through other
comprehensive income (FVOCI)
-
(8)
-
(8)
Expected credit losses on debt securities at
FVOCI
-
14
-
14
Other comprehensive income for the year
-
6
-
6
Total comprehensive income for the year
-
6
281
287
Transactions with owners of the Company:
Dividends paid
-
-
(343)
(343)
Balance at 31 December 2023
2,400
(203)
719
2,916
The accompanying notes are an integral part of these financial statements.
34
Grand Harbour Marina p.l.c.
Statement of cash flows
For the Year Ended 31 December 2023
2023
2022
2023
2022
Group
Group
Company
Company
Note
€000
€000
€000
€000
Cash flows from operating activities
Profit for the year
2,908
1,558
281
224
Adjustments for:
Depreciation on plant and equipment
16
281
277
281
277
Depreciation on right-of-use assets
21
126
143
126
143
Change in expected credit losses on financial assets
29
(6)
(15)
(6)
(15)
Share of profit of equity-accounted investee, net of
tax
18
(2,627)
(1,334)
-
-
Net finance costs
13
706
698
706
698
Loss on assets retired
16
59
156
59
156
Tax expense
15
458
268
458
268
1,905
1,751
1,905
1,751
Changes in:
-
Trade and other receivables
(107)
(296)
(107)
(296)
-
Contract liabilities
8
(10)
8
(10)
-
Trade and other payables
109
250
109
250
Cash generated from operating activities
1,915
1,695
1,915
1,695
Interest paid on lease liabilities
21
(346)
(305)
(346)
(305)
Interest paid on debt securities in issue
(675)
(675)
(675)
(675)
Taxes paid
(415)
(500)
(415)
(500)
Net cash from operating activities
479
215
479
215
Cash flows from investing activities
Interest received on corporate debt securities
134
250
134
250
Acquisition of property, plant and equipment
16
(158)
(101)
(158)
(101)
Proceeds of property, plant and equipment disposal
16
7
-
7
-
Disposal of corporate debt securities
19
65
1,157
65
1,157
Principal received from related parties
31
848
515
848
515
Interest received from related parties
31
288
244
288
244
Proceeds from subleased properties
21
-
1
-
1
Net cash from investing activities
1,184
2,066
1,184
2,066
Cash flows used in financing activities
Dividends paid
24
(343)
(660)
(343)
(660)
Payment of lease liabilities
21
(170)
(57)
(170)
(57)
Net cash used in financing activities
(513)
(717)
(513)
(717)
Net increase in cash and cash equivalents
1,150
1,564
1,150
1,564
Cash and cash equivalents at 1 January*
4,029
2,465
4,029
2,465
Cash and cash equivalents at 31 December*
23
5,179
4,029
5,179
4,029
*Cash and cash equivalents include bank overdrafts that are repayable on demand and form an integral part of the Group’s
cash management.
The accompanying notes are an integral part of these financial statements.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
35
1
Reporting entity
Grand Harbour Marina p.l.c. (the “Company”) is a public listed company domiciled and
incorporated in Malta, with registration number C26891, and the registered office of which is
situated at Vittoriosa Wharf, Vittoriosa, Malta.
The consolidated financial statements of the Group as at and for the year ended 31 December
2023 comprise the Company and its subsidiary, (together referred to as the “Group”) and the
Group’s beneficial interest of 45% in a joint arrangement, IC Cesme Marina Yatirim, Turizm ve
Islemeleri Anonim Sirketi (“IC Cesme”). The Group is itself a subsidiary of Camper & Nicholsons
Marina Investments Limited (“CNMIL” or the “Parent Company”).
The principal activities of the
Group are the development operation and management of marinas.
2
Basis of accounting
Legal Notice 19 of 2009 as amended by Legal Notice 233 of 2016, Accountancy Profession
(Accounting and Auditing Standards) (Amendments) Regulations, 2016 (the “Regulation”), defines
compliance with generally accepted accounting principles and practice as adherence to
International Financial Reporting Standards (IFRS) as adopted by the EU for financial periods
starting on or after 1 January 2008. Article 4 of Regulation 1606/2002/EC requires that, for each
financial year starting on or after 1 January 2005, companies governed by the law of an EU Member
State shall prepare their consolidated financial statements in conformity with IFRS as adopted by
the EU if, at their reporting date, their securities are admitted to trading on a regulated market of
any EU Member State.
Consequently, the separate and the consolidated financial statements are prepared in conformity
with IFRS as adopted by the EU.
Details of the Group’s material accounting policy information are
included in note 7.
3
Basis of measurement
The financial statements have been prepared on the historical cost basis except investments in
debt securities which are measured at fair value on each reporting date, and the investment in a
joint venture that is measured under the equity method.
Additionally, as disclosed in note 6, the
Group’s equity-accounted investee operates in a hyperinflationary economy, accordingly the
financial information been expressed in terms of the measuring unit current at the reporting date
as a result of the effects of inflation.
The financial statements have also been prepared on a going concern basis as explained below:
Going concern basis
The directors have, at the time of approving the financial statements, a reasonable expectation
that the Group has adequate resources to continue in operational existence for the foreseeable
future. Thus, they continue to adopt the going concern basis of accounting in preparing the
financial statements.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
36
4
Functional and presentation currency
These financial statements are presented in Euro (€), which is the Company’s functional currency.
All amounts have been rounded to the nearest thousand, unless otherwise indicated.
5
Use of judgements and estimates
In preparing these financial statements management has made judgements and estimates that
affect the application of the Group’s accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates
are recognised prospectively.
5.1
Judgements, assumptions and estimation uncertainties
Information about judgements, assumptions and estimation uncertainties that have the most
significant effects on the amounts recognised in the financial statements, is provided below:
-
As further described in note 18.4, in assessing impairment, management estimates the
recoverable amount of the Group’s investment in IC Cesme based on expected future cash
flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions
about future operating results and the determination of a suitable discount rate.
5.2
Measurement of fair values
A number of the Group’s accounting policies and disclosures require the measurement of fair
values, for both financial and non-financial assets and liabilities.
The Group regularly reviews significant unobservable inputs and valuation adjustments.
If third
party information is used to measure fair values, then the Group assesses the evidence obtained
from third parties to support the valuation in accordance with IFRSs as adopted by the EU.
Significant valuation issues are reported to the Group’s audit committee.
When measuring the fair value of an asset or a liability, the Group uses observable market data as
far as possible. Fair values are categorised into different levels in a fair value hierarchy based on
the inputs used in the valuation techniques as follows:
•
Level 1
: quoted prices (unadjusted) in active markets for identical assets or liabilities.
•
Level 2
: inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (i.e. as price) or indirectly (i.e. derived from prices).
•
Level 3
: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the
fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level
of the fair values hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the
reporting period during which the change has occurred.
Further information about the
assumptions made in measuring fair values is included in notes 19 and 29.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
37
5
Use of judgements and estimates (continued)
5.3
Hyperinflation
The Group exercised judgement in determining whether the Turkish economy (being the economy
in the Group’s investment in joint venture, IC Cesme, operates) has become hyperinflationary in
2022, and consequently whether the functional currency of its joint venture is the currency of a
hyperinflationary economy.
The analysis of the cumulative inflation rate over three years resulted in the Group considering
whether Turkey’s economy was hyperinflationary. Based on the available information, the Group
concluded that this economy remains hyperinflationary.
Management exercises judgement as to when a restatement of the financial statements of a Group
entity becomes necessary. Following management’s assessment, the Group’s investment in its
joint venture, IC Cesme, has been accounted for as an entity operating in a hyperinflationary
economy. As such, the investment in IC Cesme has been expressed in terms of the measuring unit
current at the reporting date. Further information is disclosed in notes 6 and 7.3.
6
Significant events
The Group’s equity-accounted investee, IC Cesme, operates in Turkey. The International Monetary
Fund, in its World Economic Outlook database on Turkey, reported a 3-year cumulative rate of
inflation of 156% (2021: 74%) and an annual rate of inflation of 64% (2021: 36%) for 2022. Further,
in its latest October 2023 World Economic Outlook report
forecasts an annual rate of inflation of
64% (2022: 73%) and a 3-year cumulative rate of inflation of 267% (2022: 171%) for the period
ended 31 December 2023. Furthermore, the Turkish Statistical Institute reported a 3-year
cumulative rate of inflation of 268% (2022: 156%) and an annual inflation rate of 65% (2022: 64%)
as at 31 December 2023.
The Group’s management considered the above events in light of the accounting rules for entities
operating in hyperinflationary economies and determined that the cumulative inflation rate over
three years provides evidence that the Turkish economy became hyperinflationary since 2022.
In view of this, Cesme’s financial position and performance as at 31 December 2023 and
31 December 2022 are being reported by applying
IAS 29 Financial Reporting in Hyperinflationary
Economies
. The cumulative impact of adjusting the Group’s result for the effects of hyperinflation
is detailed in note 18.
7
Material accounting policy information
The Group has consistently applied the following accounting policies to all periods presented in
these financial statements.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
38
7
Material accounting policy information (continued)
7.1
Basis of consolidation
7.1.1
Interest in equity-accounted investees
The Group’s interests in equity-accounted investees comprises an interest in a joint venture.
A joint venture is an arrangement in which the Group has joint control, whereby the Group has
rights to the net assets of the arrangement, rather than rights to its assets and obligations for its
liabilities.
Interest in joint ventures is accounted for using the equity method in the consolidated financial
statements. They are recognised initially at cost, which includes transaction costs. Subsequent to
initial recognition, the consolidated financial statements include the Group’s share of the profit or
loss and other comprehensive income of equity-accounted investees, until the date at which
significant influence or joint control ceases. Appropriate adjustments to the Group’s share of the
joint venture’s profit or loss after acquisition are made in order to account for depreciation on the
depreciable assets based on their fair values at acquisition date.
Investments in equity-accounted investees are stated in the separate financial statements of the
Company at cost less impairment, if any. Any amounts advanced / incurred for which settlement
is neither planned nor likely to occur in the foreseeable future, are treated as an extension to the
Company’s net investment therein and included in the carrying amount.
7.2
Foreign currency
7.2.1
Foreign operations
The assets and liabilities of foreign operations are translated into euro at the exchange rates at the
reporting date. The income and expenses of foreign operations are translated into euro at the
exchange rates at the dates of the transactions.
Foreign currency differences are recognised in OCI, and accumulated in the foreign currency
translation reserve.
7.3
Hyperinflation
Where it has been determined that a Group entity or an equity-accounted investee has a functional
currency that is the currency of a hyperinflationary economy, the respective entity first applies the
requirements of
IAS 29, Financial Reporting in Hyperinflationary Economies
.
IAS 21, The Effects of
Changes in Foreign Exchange Rates
, which addresses the translation of the financial information
into the Group’s presentation currency, is only applied after the requirements of IAS 29 have been
complied with.
Under IAS 29, the financial statements of Group entities and equity-accounted investees whose
functional currencies are the currencies of hyperinflationary economies are adjusted in terms of
the measuring currency unit at the end of the reporting period.
Comparative amounts for such
entities are, in accordance with IAS 29, also adjusted in the current year and remeasured in terms
of the measuring currency unit at the end of the current reporting period.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
39
7
Material accounting policy information (continued)
7.3
Hyperinflation (continued)
The carrying amounts of non-monetary assets and liabilities are adjusted under IAS 29 to reflect
the change in the general price index from the date of acquisition to the end of the reporting
period. An impairment loss is recognised in profit or loss if the restated amount of a non-monetary
item exceeds its estimated recoverable amount. On initial application of hyperinflation accounting,
prior period financial information is also restated as if the economy had always been
hyperinflationary.
Gains or losses on the net monetary position are recognised in profit or loss.
All items recognised in the income statement are restated by applying the change in the general
price index from the dates when the items of income and expenses were initially earned or
incurred.
At the beginning of the first period of application, the components of equity, except retained
earnings, are restated by applying a general price index from the dates the components were
contributed or otherwise arose. These restatements are recognised directly in equity as an
adjustment to opening retained earnings. Restated retained earnings are derived from all other
amounts in the restated statement of financial position. If on initial application of hyperinflation
accounting the restated value of the non-monetary assets exceed their recoverable amount, the
initial adjustment is capped at the recoverable amount and the net increase is recorded directly in
retained earnings. At the end of the first period and in subsequent periods, all components of
equity are restated by applying a general price index from the beginning of the period or the date
of contribution, if later.
After having first applied IAS 29, the Group then applies IAS 21 to translate foreign currency
balances into its presentation currency (euro). Nevertheless, even though Group entities and
equity-accounted investees whose functional currencies are the currencies of hyperinflationary
economies restate their own comparative financial information as set out above, the Group does
not restate comparative amounts in its consolidated financial statements because the Group’s
presentation currency is that of a non-hyperinflationary economy. The Group’s comparative
financial information therefore remains unchanged from what it presented in the prior year’s
consolidated financial statements.
Differences between the comparative amounts as reported in the Group’s consolidated financial
statements, and as restated by Group entities and equity-accounted investees whose functional
currencies are the currencies of hyperinflationary economies, are recognised in the Group’s OCI
for the current year.
The Turkish economy has been classified as hyperinflationary with effect from 2022. Accordingly,
the results, financial position of the Group’s joint venture, IC Cesme, have been expressed in terms
of the measuring currency unit at the reporting date. For further details, refer to notes 5.3 and 6.
7.4
Revenue from contracts with customers
Information about the Group’s accounting policies relating to contracts with customers is provided
in note 10.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
40
7
Material accounting policy information (continued)
7.5
Finance income and finance costs
The Group and the Company’s finance income and finance costs include:
-
interest income on investments in debt securities and loans to related parties,
-
interest expense on the lease liability,
-
interest expense on bonds in issue (including amortization of bond issue costs),
-
the net gain or loss on the disposal of investments in debt securities measured at FVOCI,
-
impairment losses (and reversals) on investments in debt securities carried at FVOCI and
-
foreign currency gains and losses on financial assets and liabilities, other than those of an
operating nature.
Interest income and interest expense is recognised using the effective interest method.
In calculating interest income and expense, the effective interest rate is applied to the gross
carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of
the liability.
However, for financial assets that have become credit impaired subsequent to initial recognition,
interest income is calculated by applying the effective interest rate to the amortised cost of the
financial asset. If the asset is no longer credit-impaired, then the calculation of interest income
reverts to the gross basis.
7.6
Income tax
Income tax expense comprises current and deferred tax and is recognised in profit or loss.
7.6.1
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the
year and any adjustment to the tax payable or receivable in respect of previous years. The amount
of current tax payable or receivable is the best estimate of the tax amount expected to be paid or
received that reflects uncertainty related to income taxes, if any. It is measured using tax rates
enacted or substantively enacted at the reporting date. Current tax also includes any tax arising
from dividends.
7.6.2
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences
when they reverse, using tax rates enacted or substantively enacted at the reporting date. The
measurement of deferred tax reflects the tax consequences that would follow from the manner in
which the Group expects, at the reporting date, to recover or settle the carrying amount of its
assets and liabilities.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
41
7
Material accounting policy information (continued)
7.7
Property, plant and equipment
7.7.1
Recognition and measurement
Property, plant and equipment of the Group includes superyacht berths that have been completed
but not yet licensed (see below), pontoons, improvements to leased property, motor vehicles,
office equipment and assets in the course of construction.
Items of property, plant and equipment are measured at cost less accumulated depreciation and
any accumulated impairment losses. Cost includes expenditure that is directly attributable to the
acquisition of the asset. Any common costs incurred for the berths are allocated equally.
As part of its operating activities, Grand Harbour Marina p.l.c. licenses out superyacht berths,
typically for periods ranging between 25 to 30 years. The cost of such berths is apportioned
between that part attributable to the initial licensing period, which is recognised immediately in
profit or loss, and that part (the residual amount) attributable to the time period which extends
beyond the initial licensing period. The method of cost apportionment which is based on the
discounted revenue from each long-term sale represents a fair reflection of the pattern of future
economic benefits estimated to accrue from the licensing of such berths. The residual amount is
classified in the balance sheet as ‘deferred costs’ and included with non-current assets.
When parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.
7.7.2
Depreciation
Depreciation is calculated to write off the cost of items of property, plant and equipment less their
estimated residual values using the straight-line method over their estimated useful lives and is
recognised in profit or loss. Significant components of individual assets are assessed, and if a
component has a useful life that is different from the remainder of that asset, that component is
depreciated separately. Berths developed and related improvements to leased property are
depreciated over the shorter of the lease term and the useful life of the buildings and
improvements, unless it is reasonably certain that the Group will obtain ownership of the land by
the end of the lease term. The estimated useful lives of property, plant and equipment for current
and comparative periods are as follows:
•
superyacht berths
50 years
•
landscaping costs
50 years
•
pontoon berths
25 years
•
improvements to leased property
10 years
•
utility modules and switchboards
10 years
•
cable infrastructure
10 years
•
motor vehicles, including shipping vessels
5 years
•
marine and office equipment
5 years
In note 16.1, landscaping costs, improvements to leased property and utility modules and
switchboards are classified under “Improvements to leased property, landscaping and
switchboards”, while cable infrastructure and marine and office equipment are classified under
“Cable infrastructure, marine & office equipment”.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
42
7
Material accounting policy information (continued)
7.7
Property, plant and equipment (continued)
7.7.2
Depreciation (continued)
Depreciation commences when the asset is available for use. Superyacht berths are depreciated
from the date of full construction up to the point in time when the long-term licensing contract is
signed with the licensee, at which time the carrying amount of such berths is apportioned and
accounted for as explained in note 7.7.1. Assets in the course of construction are not depreciated.
Depreciation methods, useful lives and residual values are reviewed at each reporting date and
adjusted if appropriate.
7.8
Financial instruments
7.8.1
Recognition and initial measurement
Financial assets and financial liabilities are initially recognised when the Group becomes a party to
the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or
financial liability is initially measured at fair value plus, for an item not at Fair Value through Profit
or Loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade
receivable without a significant financing component is initially measured at the transaction price.
7.8.2
Classification and subsequent measurement
Financial assets
On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI - debt
investment; FVOCI – equity investment; or FVTPL.
The classification of financial assets under IFRS
9
Financial Instruments
is generally based on the business model in which a financial asset is
managed and its contractual cash flows characteristics.
The Group has financial assets measured at amortised cost which comprise trade and other
receivables, loans to related parties and cash and cash equivalents.
The Group also has debt
instruments measured at FVOCI which comprise investments in corporate debt securities.
Financial assets are not reclassified subsequent to their initial recognition unless the Group
changes its business model for managing financial assets, in which case all affected financial assets
are reclassified on the first day of the first reporting period following the change in the business
model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is
not designated as at FVTPL:
-
it is held within a business model whose objective is to hold assets to collect contractual cash
flows; and
-
its contractual terms give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
43
7
Material accounting policy information (continued)
7.8
Financial instruments (continued)
7.8.2
Classification and subsequent measurement (continued)
Financial assets (continued)
A debt investment is measured at FVOCI if it meets both of the following conditions and is not
designated as at FVTPL:
-
it is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets; and
-
its contractual terms give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Financial assets – Assessment whether contractual cash flows are solely payments of principal and
interest
In assessing whether the contractual cash flows are solely payments of principal and interest, the
Group considers the contractual terms of the instrument. This includes assessing whether the
financial asset contains a contractual term that could change the timing or amount of contractual
cash flows such that it would not meet this condition.
In making this assessment, the Group considers:
-
contingent events that would change the amount or timing of cash flows;
-
terms that may adjust the contractual coupon rate, including variable-rate features;
-
prepayment and extension features; and
-
terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse
features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if
the prepayment amount substantially represents unpaid amounts of principal and interest on the
principal amount outstanding, which may include reasonable additional compensation for early
termination of the contract.
Additionally, for a financial asset acquired at a discount or premium to its contractual par-amount,
a feature that permits or requires prepayment at an amount that substantially represents the
contractual par amount plus accrued (but unpaid) contractual interest (which may also include
reasonable additional compensation for early termination) is treated as consistent with this
criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Financial assets – Subsequent measurement and gains and losses
Financial assets at amortised cost
These assets are subsequently measured at amortised cost using the effective interest method.
The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and
losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is
recognised in profit or loss.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
44
7
Material accounting policy information (continued)
7.8
Financial instruments (continued)
7.8.2
Classification and subsequent measurement (continued)
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income calculated using the
effective interest method, foreign exchange gains and losses and impairment are recognised in
profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses
accumulated in OCI are reclassified to profit or loss.
Financial liabilities – Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. Other financial liabilities
are subsequently measured at amortised cost using the effective interest method. These financial
liabilities comprise bank loans and overdrafts, trade payables and debt securities in issue. Interest
expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on
derecognition is also recognised in profit or loss.
7.8.3
Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the
financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction
in which substantially all of the risks and rewards of ownership of the financial asset are transferred
or in which the Group neither transfers nor retains substantially all of the risks and rewards of
ownership and it does not retain control of the financial asset.
Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged,
cancelled or expired. The Group also derecognises a financial liability when its terms are modified
and the cash flows of the modified liability are substantially different, in which case a new financial
liability based on the modified terms is recognised at fair value.
No provision is recognised if an outflow of economic resources as a result of present obligations is
not probable. Such events and conditions are disclosed as contingent liabilities unless the outflow
of resources is remote.
7.9
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of
ordinary shares, net of any tax effects, are recognised as a deduction from equity. Income tax
relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12
Income Taxes
.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
45
7
Material accounting policy information (continued)
7.10
Impairment
7.10.1
Non-derivative financial assets
The Group recognises loss allowances for Expected Credit Losses (“ECLs”) on:
-
financial assets measured at amortised cost; namely trade and other receivables, lease
receivables, loans to related parties and cash at bank; and
-
debt investments measured at FVOCI, namely investments in corporate debt securities.
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following,
which are measured at 12-month ECLs:
-
debt securities that are determined to have low credit risk at the reporting date; and
-
financial assets for which credit risk (i.e. the risk of default occurring over the expected life of
the financial instrument) has not increased significantly since initial recognition.
Loss allowances for trade and other receivables are always measured at an amount equal to
lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial
recognition and when estimating ECLs, the Group considers reasonable and supportable
information that is relevant and available without undue cost or effort. This includes both
quantitative and qualitative information, based on the Group’s historical experience and informed
credit assessment and including forward-looking information. Forward-looking information
includes the future prospects of the industries in which the Company’s debtors operate, as well as
consideration of various external sources of actual and forecast economic information that relate
to the Company’s core operations. In assessing whether the credit risk on a financial instrument
has increased significantly since initial recognition, the Group compares the risk of a default
occurring on the financial instrument as at the reporting date with the risk of a default occurring
on the financial instrument as at the date of initial recognition.
The Group considers a financial asset to be in default when the debtor is unable to pay its credit
obligations to the Group in full. The Group rebuts the 90 days past due presumption since it has
reasonable and supportable information to demonstrate that a more lagging default criterion is
more appropriate.
The Group considers a debt security to have low credit risk when its credit risk rating is equivalent
to the globally understood definition of investment grade.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
46
7
Material accounting policy information (continued)
7.10
Impairment (continued)
7.10.1
Non-derivative financial assets (continued)
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a
financial instruments.
12-month ECLs are the portion of ECLs that result from default events that are possible within the
12 months after the reporting date (or a shorter period if the expected life of the instrument is less
than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over
which the Group is exposed to credit risk.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present
value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in
accordance with the contract and the cash flows that the Group expects to receive). ECLs are
discounted at the effective interest rate of the financial asset.
In the case of short-term, interest-
free financial assets, such as trade receivables, ECLs are not discounted.
If evidence of a significant increase in credit risk at the individual instrument level is not yet
available, the Group performs the assessment of significant increases in credit risk on a collective
basis by considering information on, for example, a group or sub-group of financial instruments.
Where the Company does not have reasonable and supportable information that is available
without undue cost or effort to measure lifetime ECL on an individual instrument basis, lifetime
ECL is measured on a collective basis. In such instances, the financial instruments are grouped on
the basis of shared credit risk characteristics.
Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross
carrying amount of the assets. Impairment losses related to loans to related parties, cash at bank
and trade and other receivables, are presented separately in the statement of profit or loss and
other comprehensive income. For debt securities at FVOCI, the loss allowance is presented in profit
or loss below the Operating Profit line item and is recognised in OCI.
7.10.2
Non-financial assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other
than deferred tax assets) to determine whether there is any indication of impairment. If any such
indication exists, then the asset’s recoverable amount is estimated.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
47
7
Material accounting policy information (continued)
7.10
Impairment (continued)
7.10.3
Equity-accounted investees
The impairment assessment in respect of the Group’s investment in equity-accounted investees
comprises two successive steps:
(1)
apply the equity method to recognise the investor’s share of any impairment losses for
the investee’s identifiable assets: and
(2)
when there is an indication of a possible impairment, test the investment as a whole and
recognise any additional impairment loss.
An impairment loss in respect of an equity-accounted investee is measured by comparing the
recoverable amount of the investment with its’ carrying amount. An impairment loss is recognised
in profit or loss and is reversed if there has been a favourable change in the estimates used to
determine the recoverable amount.
7.11
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract
is, or contains, a lease if the contract conveys the right to control the use of an identified asset for
a period of time in exchange for consideration. To assess whether a contract conveys the right to
control the use of an identified asset, the Group assesses whether:
-
the contract involves the use of an identified asset – this may be specified explicitly or
implicitly, and should be physically distinct or represent substantially all of the capacity of a
physically distinct asset. If the supplier has a substantive substitution right, then the asset is
not identified; and
-
the Group has the right to obtain substantially all of the economic benefits from use of the
asset throughout the period of use.
i.
As a lessee
At commencement or on modification of a contract that contains a lease component, the Group
allocates the consideration in the contract to each lease component on the basis of its relative
stand-alone prices.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date.
The right-of-use asset is subsequently depreciated using the straight-line method from the
commencement date to the end of the lease term. In addition, the right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease
liability. The estimated useful lives of right-of-use assets as at 31 December 2023 are as follows:
•
Properties
3 to 13 years
•
Water space
75 years from the balance sheet date
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
48
7
Material accounting policy information (continued)
7.11
Leases (continued)
i.
As a lessee (continued)
The lease liability is initially measured at the present value of the lease payments that are not paid
at the commencement date, discounted using the interest rate implicit in the lease or, if that rate
cannot be readily determined, the Group’s incremental borrowing rate. The Group uses its
incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates from various
external financing sources, particularly the Group’s debt securities in issue and makes certain
adjustments to reflect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
-
fixed payments, including in-substance fixed payments;
-
variable lease payments that depend on an index or a rate, initially measured using the index
or rate as at the commencement date;
Variable lease payments that do not depend on an index or rate (such as revenue-based payments)
are recognised as an expense as incurred (see note 11.1).
The lease liability is measured at amortised cost using the effective interest method.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the
carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of
the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets that do not meet the definition of investment property,
and lease liabilities, separately in the statement of financial position.
7.12
Earnings per share
The Group presents basic earnings per share data for its ordinary shares. Basic earnings per share
is calculated by dividing the profit attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period.
7.13
Segment reporting
Segment results that are reported to the CEO and the Board of Directors Grand Harbour Marina
p.l.c. (the Group’s chief operating decision makers), include items directly attributable to a
segment as well as those that can be allocated on a reasonable basis.
An operating segment is a component of an entity:
(a) that engages in business activities from which it may earn revenues and incur expenses;
(b) whose operating results are regularly reviewed by the chief operating decision maker to make
decisions about resources to be allocated to the segment and assess its performance; and
(c) for which discrete financial information is available.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
49
7
Material accounting policy information (continued)
7.14
Fair value measurement
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date in the principal or, in
its absence, the most advantages market to which the Group has access at that date.
The fair value of a liability reflects its non-performance risk. Fair values have been determined
based on the following methods:
7.14.1
Non-derivative financial assets measured at amortised cost
The fair value of non-derivative financial assets measured at amortised cost is estimated at the
present value of future cash flows, discounted at the market rate of interest at reporting date.
7.14.2
Non-derivative financial liabilities measured at amortised cost
The fair value of non-derivative financial liabilities measured at amortised cost is calculated based
on the present value of future principal and interest cash flows, discounted at the market rate of
interest at the reporting date.
7.14.3
Debt instruments measured at FVOCI
The fair value of investments in corporate debt securities is based on quoted prices in markets for
those same instruments.
7.15
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and cash at bank. Bank overdrafts that are
repayable on demand and form an integral part of the company’s cash management are included
as a component of cash and cash equivalents for the purpose of the statement of cash flows and
are presented in current liabilities on the statement of financial position.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
50
8
International Financial Reporting Standards effective in the current year and
those in issue but not yet effective
8.1
International Financial Reporting Standards applicable during the current year
During the financial year ended 31 December 2023, the Group and the Company adopted new
standards, amendments and interpretations to existing standards that are mandatory for the
Group’s and the Company’s accounting period beginning on 1 January 2023.
•
Amendments to IAS 1 - Presentation of Financial Statements, IFRS Practice statement 2:
Disclosure of Accounting Policies (effective for financial years on or after 1 January 2023). The
amendments are intended to help preparers in deciding which accounting policies to disclose
in their financial statements. Material accounting policy information is now required to be
disclosed instead of significant accounting policies. The amendments explain how an entity
can identify material accounting policy information and give examples of when accounting
policy information is likely to be material. Accounting policy information may be material due
to its nature and is material if users of an entity's financial statements would need it to
understand other material information in financial statements. In addition, IFRS Practice
Statement 2 has been amended by adding guidance and examples and demonstrate the
application of the 'four-step materiality process' to accounting policy information in order to
support the amendment.
•
Amendments to IAS 12 - Income Taxes: Deferred Tax related to Assets and Liabilities arising
from a Single Transaction (effective for financial years on or after 1 January 2023). The
amendment results in the recognition of deferred tax balances for all temporary differences
related to leases and decommissioning obligations and entities must recognize the cumulative
effect of initially applying the amendments as an adjustment to the opening balance of
retained earnings (or other component of equity, as appropriate) at that date. As a result of
the application of this amendment, the Group and the Company have recognized an increase
of €1,841k in deferred tax assets and deferred tax liabilities as at 1 January 2022 in its financial
statements, resulting to a restated deferred tax assets and deferred tax liabilities amounting
to €2,180k and €1,797k as at 31 December 2022, respectively.
There was no impact on the Group and Company's recognised income for the year ended 31
December 2022, and on the Group and Company's equity as at 1 January and 31 December
2022 as a result of the amendment to IAS 12.
Except for the amendments to IAS 1, IFRS Practice Statement 2 and IAS 12, the adoption of these
revisions to the requirements of IFRSs as adopted by the EU did not result in substantial changes
to the Group's and Company's accounting policies impacting the Group and Company's financial
performance and position, including disclosures. These standards include the following:
•
IFRS 17 Insurance Contracts and its amendment
•
Amendments to IAS 12 - International Tax Reform - Pillar Two Model Rules
•
Amendments to IAS 8 - Definition of Accounting Estimates
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
51
8
International Financial Reporting Standards effective in the current year and
those in issue but not yet effective (continued)
8.2
International Financial Reporting Standards issued but not yet effective
Certain new standards, amendments and interpretations to existing standards have been
published by the date of authorisation for issue of these financial statements, that are mandatory
for the Group's and Company's accounting period beginning after 1 January 2023. The Group and
Company have not early adopted these revisions to the requirements of IFRSs as adopted by EU
and the Company's Directors are of the opinion that there are no requirements that will have
possible significant impact on the Group and Company's financial statements in the period of initial
application.
9
Operating segments
9.1
Information about reportable segments
Under the “management approach” to segment reporting, the Group has two reportable
segments, namely, the “Grand Harbour Marina” located in Malta, and the “IC Cesme Marina”
located in Turkey. These two geographically operating segments are managed separately as they
have their own resource and capital requirements. For each of the reporting segments, the Chief
Executive Officer and the Board of Directors reviews internally financial and operating reports on
a regular basis. The business operation in each of these two operating segments is the ownership
and operation of marina facilities providing berthing and ancillary services for yachts and
superyachts. Information regarding the result of each reporting segment is included in this note.
Performance is measured based on segment revenues and segment profit or loss before tax as
management believes that this information is most relevant in evaluating the result of both
segments relative to other entities that operate in the same industry. The amounts reported for IC
Cesme Marina reflect the full amount (100%) of its assets, liabilities, revenues and expenses prior
to the application of the equity method.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
52
9
Operating segments (continued)
9.1
Information about reportable segments (continued)
31 December 2023
Grand
Harbour
Marina
IC Cesme Marina
Total
Reportable
Segments
€000
€000
€000
Reportable segment assets
26,974
19,771
46,745
Reportable segment non-
financial non-current assets
11,713
14,423
26,136
Reportable segment liabilities
(24,058)
(10,129)
(34,187)
Segment revenues- external
4,335
7,312
11,647
Finance income
412
688
1,100
Finance costs
(1,118)
(4,231)
(5,349)
Impairment reversal on
financial assets
6
-
6
Depreciation
(407)
(421)
(828)
Direct costs
(934)
(858)
(1,792)
Selling, marketing and other
administrative expenses
(1,555)
(2,676)
(4,231)
Income tax expense
(458)
1,357
899
Capital expenditure
158
139
297
Reconciliation to Consolidated Amounts
Total Reportable
Segments
Eliminations
Group
€000
€000
€000
Reportable segment assets
46,745
(16,217)
30,528
Reportable segment non-
financial non-current assets
26,136
(10,869)
15,267
Reportable segment liabilities
(34,187)
10,129
(24,058)
Segment revenues- external
11,647
(7,312)
4,335
Finance income
1,100
(688)
412
Finance costs
(5,349)
4,231
(1,118)
Impairment reversal on
financial assets
6
-
6
Depreciation
(828)
421
(407)
Direct costs
(1,792)
858
(934)
Selling, marketing and other
administrative expenses
(4,231)
2,676
(1,555)
Income tax expense
899
(1,357)
(458)
Capital expenditure
297
(139)
158
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
53
9
Operating segments (continued)
9.1
Information about reportable segments (continued)
Reportable Group segment assets and non-financial non-current assets for 2023 are reconciled as
follows:
Assets
Non-financial non-
current assets
€000
€000
Total reportable segments
46,745
26,136
Total assets of IC Cesme
(19,771)
(14,423)
Total assets of Grand Harbour Marina p.l.c.
26,974
11,713
Equity accounting (see note 18.2)
3,554
3,554
Consolidated assets
30,528
15,267
Reportable Group segment profit before tax for 2023 is reconciled as follows:
Grand
Harbour
Marina
IC Cesme
Marina
Total
Reportable
Segments
€000
€000
€000
Reportable profit before tax
739
4,509
5,248
Reconciliation to Consolidated Amounts
Total
Reportable
Segments
Eliminations
Group
€000
€000
€000
Reportable profit before tax
5,248
(1,882)
3,366
€000
Profit before tax
Total reportable segments
5,248
Total profit before tax of IC Cesme
(4,509)
Total profit before tax of Grand Harbour Marina
739
Share of profit of IC Cesme Marina
2,627
Consolidated profit before tax
3,366
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
54
9
Operating segments (continued)
9.1
Information about reportable segments (continued)
31 December 2022
Grand
Harbour
Marina
IC Cesme
Marina
Total
Reportable
Segments
€000
€000
€000
Reportable segment assets
26,942
15,705
42,647
Reportable segment non-financial
non-current assets
12,028
12,699
24,727
Reportable segment liabilities
(23,970)
(10,711)
(34,681)
Segment revenues- external
3,902
5,084
8,986
Finance income
412
157
569
Finance costs
(1,113)
(2,499)
(3,612)
Impairment reversal on financial assets
15
-
15
Depreciation
(419)
(208)
(627)
Direct costs
(774)
(628)
(1,402)
Selling, marketing and other
administrative expenses
(1,531)
(2,217)
(3,748)
Income tax expense
(268)
(1,457)
(1,725)
Capital expenditure
101
9,553
9,654
Reconciliation to Consolidated Amounts
Total
Reportable
Segments
Eliminations
Group
€000
€000
€000
Reportable segment assets
42,647
(14,231)
28,416
Reportable segment non-financial
non-current assets
24,727
(11,225)
13,502
Reportable segment liabilities
(34,681)
10,711
(23,970)
Segment revenues- external
8,986
(5,084)
3,902
Finance income
569
(157)
412
Finance costs
(3,612)
2,499
(1,113)
Impairment reversal on financial assets
15
-
15
Depreciation
(627)
208
(419)
Direct costs
(1,402)
628
(774)
Selling, marketing and other
administrative expenses
(3,748)
2,217
(1,531)
Income tax expense
(1,725)
1,457
(268)
Capital expenditure
9,654
(9,553)
101
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
55
9
Operating segments (continued)
9.1
Information about reportable segments (continued)
Reportable Group segment assets and non-financial non-current assets for 2022 are reconciled as
follows:
Assets
Non-financial
non-current
assets
€000
€000
Total reportable segments
42,647
24,727
Total assets of IC Cesme
(15,705)
(12,699)
Total assets of Grand Harbour Marina p.l.c.
26,942
12,028
Equity accounting (see note 18.2)
1,474
1,474
Consolidated assets
28,416
13,502
Reportable Group segment profit before tax for 2022 is reconciled as follows:
Grand
Harbour
Marina
IC Cesme
Marina
Total
Reportable
Segments
€000
€000
€000
Reportable profit before tax
492
4,450
4,942
Reconciliation to Consolidated Amounts
Total
Reportable
Segments
Eliminations
Group
€000
€000
€000
Reportable profit before tax
4,942
(3,116)
1,826
€000
Profit before tax
Total reportable segments
4,942
Total profit before tax of IC Cesme
(4,450)
Total profit before tax of Grand Harbour Marina
492
Share of profit of IC Cesme Marina
1,334
Consolidated profit before tax
1,826
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
56
10
Revenue
10.1
Revenue streams
The Company generates revenue primarily from berthing income on annual, seasonal and visitor
berthing contracts. Other income is generated through annual service charges to berth owners
and the provision of other ancillary services to marina customers, such as water and electricity.
During 2023 and 2022, the Company did not affect any berth sale.
2023
2022
€000
€000
Group and Company
Annual service charges to berth owners
486
451
Revenue from short-term berthing
2,843
2,645
Ancillary services
1,006
806
Total revenues
4,335
3,902
10.2
Disaggregation of revenue from contracts with customers
The following table disaggregates revenue recognised from contracts with customers into
appropriate categories, being annual, seasonal and visitor revenue streams for pontoons (i.e.,
boats under 27.99 metres) and superyachts (i.e., boats over 28 metres) respectively.
2023
2022
€000
€000
Revenue from contracts with customers:
Revenue generated from pontoons:
Annual contracts
1,529
1,443
Seasonal contracts
150
165
Visitor contracts
164
147
1,843
1,755
Revenue generated from superyachts:
Annual service charges to berth owners
486
451
Annual contracts
193
244
Seasonal contracts
171
164
Visitor contracts
636
482
1,486
1,341
Revenue from contracts with customers
3,329
3,096
Revenue from ancillary services
1,006
806
Total revenue as reported in note 10.1
4,335
3,902
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
57
10
Revenue (continued)
10.3
Contract balances
The following table provides information about receivables and contract liabilities from contracts
with customers.
2023
2022
Group and Company
€000
€000
Receivables, which are included in ‘trade and
other receivables’ (note 22.1)
898
685
Contract liabilities on trade receivables (note 28)
1,041
1,033
The above receivables mainly relate to trade receivables arising on trading operations, and the
contract liabilities relate to consideration received in advance from customers for berthing
contracts, for which revenue is recognised over time. The amount of €1,021k (2022: €1,043k)
recognised in contract liabilities at the beginning of the year has been recognised as revenue for
the year ended 31 December 2023.
As at reporting date, the Company did not have any contract assets as the Company’s rights to
consideration for satisfied performance obligations was fully completed and billed in full by the
reporting date.
10.4
Performance obligations and revenue recognition policies
Information about the nature and timing of the satisfaction of performance obligations in contracts
with customers, including significant payment terms and the related revenue recognition policies
are as follows in notes 10.4.1 and 10.4.2.
10.4.1
Licensing of long-term super-yacht berths
The Group recognises revenue at a point in time.
Revenue from the licensing of long-term super-yacht berths is recognised upon the signing of the
licensing arrangements with the berth holders, on the basis that such give rise to the sale of the
Group’s right to the use of such berths (recognised at a point in time i.e. when a berth holder
obtains control of the berth space through the execution of a public deed, which is the point in
time when real rights are acquired by the berth holder).
The Group adjusts the consideration amount as per the contract for the effects of the time value
of money if the timing of payments agreed to by the parties provides the customer with a
significant benefit of financing the transfer of goods/services to the customer.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
58
10
Revenue (continued)
10.4
Performance obligations and revenue recognition policies (continued)
10.4.2
Short-term berthing
The Group recognises revenue over time.
The Group earns income from services provided in respect of short-term berthing contracts, being
annual, seasonal and visitor contracts and includes also the relative service fees charged to berth
holders. The customer simultaneously receives and consumes the benefits of the Group’s
performance as it performs by making the berth available. The customer benefits from its service
of making the berth available evenly throughout the year i.e. the customer benefits from having
the berth available, regardless of whether the customer uses it or not. In such case, the best
measure of progress towards complete satisfaction of the performance obligation over time is a
time-based measure and revenue is thus recognised on a straight-line basis throughout the
berthing period. Consequently, such services are deemed to comprise a series of distinct services
treated as a single performance obligation satisfied over time. Accordingly, revenue is recognised
over the service period.
The Group adjusts the consideration amount as per the contract for the effects of the time value
of money if the timing of payments agreed to by the parties provides the customer with a
significant benefit of financing the transfer of goods/services to the customer.
As a practical expedient, the Group does not adjust the promised amount of consideration for the
effects of a significant financing component if the Group expects, at contract inception, that the
period between when the Group transfers a promised good/service to a customer and when the
customer pays for that good/service will be one year or less.
Any cash received in advance of the provision of services is recognised within the line item
‘Contract liabilities’.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
59
11
Expenses
11.1
Expenses by nature
2023
2022
€000
€000
Group and company
Cost of sales:
Direct costs
934
774
Operating expenses:
Directors' remuneration
42
42
Wages and salaries
710
620
Compulsory social security contributions
45
40
Selling and marketing expenses
41
45
Repairs and maintenance
69
65
Variable lease expense (see note 21.1.5)
83
87
Auditors’ remuneration (see note 12.1)
49
46
Net loss on asset write-off (see note 16.1)
59
156
Operator fees (see note 31.2)
211
197
Depreciation on plant and equipment (see note 16.1)
281
276
Depreciation on right-of-use asset (see note 21.1.1)
126
143
Other operating expenses
246
233
Total expenses recognised in statement of profit or loss
2,896
2,724
The average number of persons employed during the year was as follows:
2023
2022
No.
No.
Group and company
Operating
18
18
Management and administration
5
5
23
23
12
Other operating expenses
12.1
Auditors’ remuneration
The following fees were charged by, and became payable to the Company’s auditors for services
rendered in connection with:
2023
2022
€000
€000
Group and company
Audit of the financial statements
45
42
Tax compliance services
3
3
Other assurance services
1
1
49
46
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
60
12
Other operating expenses (continued)
12.1
Auditors’ remuneration (continued)
The
audit
fee
payable
to
IC
Cesme’s
auditors
for
2023
amounted
to
€23k
(2022: €10k), with the Group’s share of such audit fees being €10k (2022: €4k). No non-audit fees
were incurred by IC Cesme during 2023 (2022: €nil).
13
Net finance costs
2023
2022
€000
€000
Group and company
Finance income:
Interest income under the effective interest method on:
Loans to related parties - measured at amortised cost
246
210
Corporate debt securities - at FVOCI
166
202
Finance income
412
412
Finance costs:
Interest expense on financial liabilities
measured at amortised cost
(675)
(675)
Interest expense on lease liabilities (see note 21.1.2)
(400)
(393)
Amortisation of bond issue costs (see note 26.4)
(42)
(40)
Net foreign exchange losses
(1)
(1)
Corporate debt securities- at FVOCI:
Loss on derecognition reclassified from OCI
(see note 19.1)
-
(4)
Finance costs
(1,118)
(1,113)
Net finance costs recognised in statement of profit or loss
(706)
(701)
14
Earnings per share
The calculation of basic earnings per share is based on the following profit attributable to ordinary
shareholders and the number of ordinary shares outstanding:
2023
2022
Group
Profit for the year, attributable to the owners of the
Company (in €000)
2,908
1,558
Number of ordinary shares of the Company (in thousands)
20,000
20,000
Earnings per share (in €)
0.145
0.078
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
61
15
Income taxes
15.1
Amount recognised in profit or loss
Current tax is recognised at the corporate rate of 35% on the taxable income for the year from the
Company’s marina business activity. Deferred tax charges and credits relate to the marina business
activity.
2023
2022
€000
€000
Group and company
Current tax
Charge during the year
(479)
(399)
(479)
(399)
Deferred tax
Movement in temporary differences (see note 15.4)
21
131
21
131
Income tax expense on continuing operations recognised in
statement of profit or loss
(458)
(268)
15.2
Reconciliation of tax expense
The income tax expense and the result of the accounting profit multiplied by the Maltese tax rate
are reconciled as follows:
2023
2023
2022
2022
Group
Company
Group
Company
€000
€000
€000
€000
Profit before income tax
3,366
739
1,826
492
Tax using the domestic tax rate of
35%
(1,178)
(259)
(639)
(172)
Tax effect of:
•
Disallowable expenses
(199)
(199)
(96)
(96)
•
Share of profit of equity-
accounted investee
919
-
467
-
Income tax expense for the year
(458)
(458)
(268)
(268)
Share of profit of equity-accounted investee is not subject to tax.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
62
15
Income taxes (continued)
15.3
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
2023
2022
2023
2022
2023
2022
Restated
(Note 8.1)
Restated
(Note 8.1)
Restated
(Note 8.1)
€000
€000
€000
€000
€000
€000
Plant and equipment
-
-
(1,096)
(1,173)
(1,096)
(1,173)
Right-of-use asset
-
-
(1,753)
(1,797)
(1,753)
(1,797)
Lease liabilities
2,080
2,180
-
-
2,080
2,180
Net deferred tax
liabilities
2,080
2,180
(2,849)
(2,970)
(769)
(790)
15.4
Movement in temporary differences during the year
Balance 1
January
2023
Movement in
temporary
differences
Balance 31
December
2023
€000
€000
€000
Group and Company
Plant and equipment
(1,173)
77
(1,096)
Right-of-use asset
(1,797)
44
(1,753)
Lease liabilities
2,180
(100)
2,080
(790)
21
(769)
Balance 1
January
2022
Movement in
temporary
differences
Balance 31
December
2022
Restated
(Note 8.1)
€000
€000
€000
Group and Company
Plant and equipment
(1,243)
70
(1,173)
Right-of-use asset
(1,841)
44
(1,797)
Lease liabilities
2,163
17
2,180
(921)
131
(790)
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
63
16
Property, plant and equipment
16.1
Group and Company
Total
Superyacht berths
Pontoon berths
Improvements to
leased property,
landscaping &
switchboards
Motor vehicles,
including
shipping vessels
Cable
infrastructure,
marine & office
equipment
Assets in the
course of
construction
Cost
€000
€000
€000
€000
€000
€000
€000
Balance at 1 January 2022
9,480
4,302
3,449
902
65
611
151
Additions
101
-
74
15
-
12
-
Assets written off
(175)
(40)
(21)
-
-
-
(114)
Balance at 31 December 2022
9,406
4,262
3,502
917
65
623
37
Balance at 1 January 2023
9,406
4,262
3,502
917
65
623
37
Additions
158
-
33
125
-
-
-
Assets written off
(127)
(65)
(54)
-
(8)
-
-
Reclassification
-
-
(5)
-
-
5
-
Balance at 31 December 2023
9,437
4,197
3,476
1,042
57
628
37
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
64
16
Property, plant and equipment (continued)
16.1
(continued)
Group and Company
Total
Superyacht berths
Pontoon berths
Improvements to
leased property,
landscaping &
switchboards
Motor vehicles,
including
shipping vessels
Cable
infrastructure,
marine & office
equipment
Assets in the
course of
construction
Accumulated depreciation and impairment
€000
€000
€000
€000
€000
€000
€000
Balance at 1 January 2022
4,915
1,331
2,326
679
53
526
-
Depreciation charged for the year
276
85
140
26
3
22
-
Assets written off
(28)
(14)
(14)
-
-
-
-
Balance at 31 December 2022
5,163
1,402
2,452
705
56
548
-
Balance at 1 January 2023
5,163
1,402
2,452
705
56
548
-
Depreciation charged for the year
283
84
142
35
2
20
-
Assets written off
(64)
(26)
(33)
-
(5)
-
-
Reclassification
(2)
-
(3)
-
-
1
-
Balance at 31 December 2023
5,380
1,460
2,558
740
53
569
-
Carrying amounts
Balance at 1 January 2022
4,565
2,971
1,123
223
12
85
151
Balance at 31 December 2022
4,243
2,860
1,050
212
9
75
37
Balance at 31 December 2023
4,057
2,737
918
302
4
59
37
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
65
16
Property, plant and equipment (continued)
16.1
(continued)
In 2023, the company wrote-off the cost of €127k (2022: €175k), as follows:
i)
€73k for one of its replaced substations, segregated between €65k and €8k classified under
“Superyacht berths” and “Pontoon berths” respectively,
ii)
€46k for replacing three of its pontoon gates and
iii)
€8k for disposing of its sailing boat.
The write-offs’ residual loss of €66k, net of their proceeds of €7k, is recognized as part of loss on
asset write-off in note 11.
16.2
Area held under title of temporary sub-emphyteusis
The Company’s berths and base improvements are situated on an area held under title of temporary
emphyteusis. On the 2 June 1999, the Government of Malta entered into a deed of emphyteusis with
a consortium, by virtue of which, the consortium was granted rights over parcels of water space
measuring 1,410 square metres and situated at Cottonera Waterfront Vittoriosa, Malta, for an initial
period of 99 years.
On the 4 September 2001, a deed of sub-emphyteusis was entered into between the Company and the
consortium, whereby, by virtue of one part of this deed, the Company acquired, by the same title,
immovable rights over such water space for the unexpired period of the 99 years, subject to the
payment of an annual sub-ground rent (see note 21).
This water space is subject to a special legal hypothec in favour of the consortium, in respect of the
payment of annual and temporary ground rent (for the unexpired period) imposed on the property,
arising by virtue of the said deed of sub-emphyteusis.
16.3
Assets in the course of construction
Assets in the course of construction include capital expenditure on the International Ship and Port
Facility Security project (ISPS) and the marina reconfiguration project, which at the reporting date were
still under construction, and on which no depreciation costs have yet been incurred.
17
Investment in subsidiary
On 29 June 2011, the Company acquired from Camper & Nicholsons Marinas International Limited the
100% shareholding in Maris Marine Limited (“MML”) for a consideration of €115. This dormant
company is incorporated in the United Kingdom and the registered office of this subsidiary is situated
at ”5
th
Floor, Cording House, 34-35 St James’s Street, London, SW1A 1HD”. The reporting date of this
non-trading entity is 31 March.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
66
18
Equity-accounted investee
18.1
Cost of acquisition of joint venture
On the 17 March 2011, the Company entered into an agreement with its Parent company, as a result
of which the Company initially acquired the ownership of 19% in IC Cesme Marina Yatirim, Turizm ve
Isletmeleri Anonim Sirketi (“
IC Cesme
”), a company registered under the laws of Turkey, which
company owns and operates a marina in Turkey, and eventually the beneficial interest of 45% therein
through the acquisition of MML (see note 17), which held 26% therein for a total consideration of
€1,930k. During that year the Company made an additional shareholder’s contribution of €244k, which
amount has been capitalised as part of the Company’s net investment in the joint venture. The
registered address and principal place of business of IC Cesme is Musalla Mh. 1016 SK. No.8, Cesme,
Izmir, Turkey.
18.2
Carrying amount of investment in joint venture
2023
2023
2022
2022
Group
Company
Group
Company
€000
€000
€000
€000
Fair value of net identifiable assets at date of
acquisition
1,082
1,082
1,082
1,082
Goodwill inherent in the cost of investment
848
848
848
848
Consideration paid upon acquisition
1,930
1,930
1,930
1,930
Cumulative capital contributions
244
244
244
244
Cost of investment as at 31 December
2,174
2,174
2,174
2,174
Share of post-acquisition profit/(loss) brought
forward
155
(1,191)
Share of profit for the year
2,639
1,346
Hyperinflationary adjustment brought forward
1,590
-
Hyperinflationary adjustment for the year
1,206
1,590
Depreciation of fair value uplift on acquisition
brought forward
(354)
(342)
Depreciation of fair value uplift on acquisition
for the year
(12)
(12)
Foreign currency translation brought forward
83
73
Foreign currency translation for the year
(1,753)
10
Equity accounted investee as at 31 December
5,728
3,648
IC Cesme, the only joint arrangement in which the Group participates, is principally engaged in the
operation of a marina in Turkey. IC Cesme is an unlisted joint arrangement and is structured as a
separate vehicle and the Group has a residual interest in its net assets. Accordingly, the Group has
classified the investment in IC Cesme as a joint venture which is equity accounted.
In accordance with the agreement under which IC Cesme is established, the Group and the other
investors to the joint venture agree to make additional contributions in proportion to their interests, if
required.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
67
18
Equity-accounted investee (continued)
18.3
Summary of financial information of joint venture
The Group’s share of profit in its equity accounted investee for the year, inclusive of the depreciation
of fair value uplift upon acquisition, amounted to €2,627k (2022: €1,334k). This investee is not listed
and consequently no published price quotations are available. The reporting date of this entity is 31
December. The entity is exposed to the country risks relating to Turkey and other risks associated with
the trends and future outlook of the marina industry as a whole.
The following table summarises the financial information of IC Cesme based on its financial information
prepared in accordance with IFRS as adopted by the EU. The tables also reconcile the summarised
financial information to the carrying amount of the Group’s interest in IC Cesme, which is accounted
for using the equity method of accounting.
2023
2022
€000
€000
Non-current assets
14,423
12,699
Current assets (including cash and cash equivalent of €4,926k,
2022: €2,514k)
5,348
3,006
Non-current liabilities
(5,659)
(6,766)
Current liabilities (including trade and other payables and
provisions of €2,422k, 2022: €2,004k)
(4,470)
(3,945)
IC Cesme net assets (liabilities) (100%) at 31 December
9,642
4,994
Group’s share of net assets (45%)
4,339
2,247
Fair value uplift on date of acquisition (less deferred tax impact)
907
907
Cumulative depreciation on fair value uplift, adjusted on
consolidation
(366)
(354)
Goodwill
848
848
Carrying amount of interest in joint venture, as per Statement of
financial position (see note 18.2)
5,728
3,648
Revenue
7,312
5,084
Operating expenses
(3,534)
(2,845)
Depreciation
(421)
(208)
Results from operating activities
3,357
2,031
Hyperinflationary adjustment for the year
4,694
4,761
Net finance costs (including interest expense of €457k, net foreign
exchange losses of €3,296k less interest income of €688k, 2022:
including interest expense of €210k, net foreign exchange losses
of €1,966k less interest income of €323k)
(3,543)
(2,342)
Profit before tax for the year
4,508
4,450
Income tax credit/ (expense)
1,357
(1,457)
Total comprehensive income (100%)
5,865
2,993
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
68
18
Equity-accounted investee (continued)
18.3
Summary of financial information of joint venture (continued)
2023
2022
€000
€000
Group’s share of total comprehensive income (45%)
2,639
1,346
Hyperinflationary adjustment
1,206
1,590
Depreciation on fair value uplift of depreciable assets
(12)
(12)
Share of profit of equity-accounted investee, net of tax, as per
statement of profit or loss and OCI
3,833
2,924
Foreign currency translation difference arising during the year
(1,753)
10
Change in carrying amount of interest in joint venture
2,080
2,934
18.4
Impairment assessment of investment in joint venture
As explained in note 18.1 the Company acquired its investment in IC Cesme, a joint venture, in 2011. IC
Cesme operates a marina with associated landside property in the Izmir region of Turkey, held in terms
of a Build-Operate-Transfer agreement expiring in 2067.
In view of the geo-political status of the investee’s jurisdiction, the directors have estimated the
recoverable amount of the investment in IC Cesme and determined whether it exceeds the carrying
amount. This was estimated based on its value in use, which falls within Level 3 of the fair value
hierarchy. The value in use has been arrived at through the discounted cash flow valuation, by
estimating the free cash flow to the firm up until 2067 and discounting them back to the present value
by using the cost of capital as the discount rate.
The following were the assumptions included in the 2023 valuation:
(a)
Revenue- Year 1 revenue to be in line with budget prepared by IC Cesme’s management,
Years 2 to 4 revenue growth to be in line with Turkey’s expected real growth rate and
inflation rate, then converge to the risk-free rate up until Year 10, after which it will remain
unchanged,
(b)
Operating margins- Year 1 operating margins to be in line with budget prepared by the IC
Cesme’s management, then converge to 38% up until Year 10, and thereafter remain
unchanged,
(c)
Reinvestment- this is a function of the expected growth rate and the current return on
invested capital. As the joint venture does not operate in a capital-intensive industry, this
function was set at 50% in Years 1 to 2, 75% in Years 3 to 6, 90% in Years 7 to 9, and 100%
in perpetuity,
(d)
Tax rate- the tax rate will converge gradually from the current effective tax rate to the
marginal tax rate of the country in Year 10, and remain unchanged thereafter,
(e)
Cost of capital- the discount rate used will converge gradually to the cost of capital of a
mature and stable company in Year 10.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
69
18
Equity-accounted investee (continued)
18.4
Impairment assessment of investment in joint venture (continued)
The following were the assumptions included in the 2022 valuation:
(a)
Revenue- Year 1 revenue to be in line with budget prepared by IC Cesme’s management,
Years 2 to 4 revenue growth to be in line with Turkey’s inflation rate, then converge to the
risk-free rate up until Year 10, after which it will remain unchanged,
(b)
Operating margins- Year 1 operating margins to be in line with budget prepared by the IC
Cesme’s management, then converge to 25% up until Year 10, and thereafter remain
unchanged,
(c)
Reinvestment- Year 1 will be based on a sales-to-capital ratio of 8.002, with Years 2 to 5
based on a sales-to-capital ratio of 3.00, and a sales-to-capital of 1.05 from Year 6
onwards, based on the industry average,
(d)
Tax rate- the tax rate will converge gradually from the current effective tax rate to the
marginal tax rate of the country in Year 10, and remain unchanged thereafter,
(e)
Cost of capital- the discount rate used will converge gradually to the cost of capital of a
mature and stable company in Year 10.
The estimated recoverable amount of the Company’s investment in IC Cesme’s net assets at Group and
Company level exceeds its’ carrying amount.
19
Investment in debt securities
19.1
2023
2022
Group and Company
€000
€000
Non-current corporate debt securities
Opening fair value
4,474
5,806
Disposed/ matured securities
(65)
(1,161)
Realised fair value gain on disposals
-
4
Net decrease in fair value, recognised in OCI
(8)
(195)
Unwinding of premium paid upon acquisition
(9)
20
Closing fair value
4,392
4,474
(Impairment)/reversal on corporate debt securities, recognised in OCI
(14)
2
During 2023, the Company did not acquire any corporate debt securities (2022: €nil) and disposed of
€65k corporate debt securities held within the company’s investment portfolio (2022: €1,157k),
realising a fair value loss of €nil (2022: €4k), which was recycled from OCI to profit or loss. The unrealised
fair value loss of €8k (2022: €195k) on the investment in debt securities held as at 31 December 2023
has been presented in OCI and included in the fair value reserve.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
70
19
Investment in debt securities
19.1
(continued)
As at 31 December 2023, the value of such investments, by reference to quoted market prices on the
Malta Stock Exchange, amounted to €4,392k (2022: €4,474k).
Such a value was classified as a Level 2
investment by reference to the fair value hierarchy. Corporate debt securities at FVOCI have stated
interest rates ranging from 3.25% to 4.50% (2022: 3.25% to 6%), with maturity dates ranging from 2026
to 2029 (2022: 2023 to 2029).
19.2
The investments are held within a held-to-collect-and-sell business model consistent with the Group’s
continuing measurement of such investments (note 7.8.2).
19.3
Information about the Group’s exposure to credit and market risks for debt investments is disclosed in
notes 29.5.2 and 29.7 respectively
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
71
20
Loans to related parties
20.1
2023
2022
€000
€000
Group and Company
Loan to Parent company (see note 20.2)
2,250
2,850
Expected credit loss on loan to Parent company
(1)
(4)
Loan to CNML (see note 20.3)
2,435
2,682
Interest receivable from CNML
30
66
Expected credit loss on loan to CNML
(95)
(113)
Total
4,619
5,481
At 1 January
5,481
5,916
Loan repayment (see notes 20.2 and 20.3)
(848)
(514)
Interest (repaid)/ receivable
(35)
66
Reversal/ (increase) in expected credit losses on loan to Parent
company
3
(2)
Reversal of expected credit losses on loan to CNML
18
15
At 31 December
4,619
5,481
Non-current
1,950
5,173
Current
2,669
308
The loans receivable from related parties comprise:
-
Upstream loans to the Parent company; and
-
Loan notes related to cash pledges over IC Cesme’s borrowing arrangements.
20.2
Upstream loans to the Parent company
Upstream loans to the Parent company, Camper & Nicholsons Marinas Limited (“CNML”), amount to
€2,250k (2022: €2,850k), the details of which are as follows:
2023
2022
Amount
€000
Interest
p.a.
Maturity
date
Amount
€000
Interest
p.a.
Maturity
date
Loan Note 2
-
600
4.00%
31/12/2024
Loan Note 3
2,250
4.50%
30/09/2024
2,250
4.50%
30/09/2024
2,250
2,850
All loans to the parent company are unsecured. Related expected credit losses arising on these loans
are set out in note 29.5.3.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
20
Loans to related parties (continued)
20.3
Loan notes related to cash pledges over IC Cesme’s borrowing arrangements
The Company’s joint venture, IC Cesme had bank facilities that were guaranteed by IC Cesme’s
shareholders in proportion to their interest in IC Cesme. In this respect, the Company had provided
cash collateral in the form of a cash pledge and it had lodged a sum with the Parent company.
During 2022, IC Cesme repaid its bank borrowings following a release of an equivalent amount of the
cash pledged by IC Cesme’s shareholders, and as a result, the cash previously pledged, was refinanced
as a loan receivable to the Company with the amount being due from Camper & Nicholsons Marinas
Limited (“CNML”), a fellow subsidiary of CNMIL.
The new loan is constituted under two separate Loan
Notes, the details of which are as follows:
31 Dec 2023
31 Dec 2022
Amount
Interest
Maturity
Amount
Interest
Maturity
€000
p.a.
date
€000
p.a.
date
Loan 1
-
Loan 1
112
5.00%
31/03/2023
5.00%
5.00%
Loan 1
45
31/03/2024
Loan 1
45
31/03/2024
Loan 1
45
5.00%
31/03/2025
Loan 1
45
5.00%
31/03/2025
5.00%
5.00%
Loan 1
113
31/03/2026
Loan 1
113
31/03/2026
Loan 1
135
5.00%
31/03/2027
Loan 1
135
5.00%
31/03/2027
5.00%
Loan 2
-
Loan 2
22
31/03/2023
Loan 2
-
Loan 2
113
5.00%
30/09/2023
Loan 2
5.00%
Loan 2
5.00%
135
31/03/2024
135
31/03/2024
Loan 2
216
5.00%
30/09/2024
Loan 2
216
5.00%
30/09/2024
Loan 2
5.00%
Loan 2
5.00%
180
31/03/2025
180
31/03/2025
Loan 2
5.00%
Loan 2
5.00%
193
30/09/2025
193
30/09/2025
Loan 2
5.00%
Loan 2
5.00%
135
31/03/2026
135
31/03/2026
Loan 2
5.00%
Loan 2
5.00%
223
30/09/2026
223
30/09/2026
Loan 2
5.00%
Loan 2
5.00%
139
31/03/2027
139
31/03/2027
Loan 2
5.00%
Loan 2
5.00%
286
30/09/2027
286
30/09/2027
Loan 2
5.00%
Loan 2
5.00%
275
31/03/2028
275
31/03/2028
Loan 2
5.00%
Loan 2
5.00%
315
30/09/2028
315
30/09/2028
2,435
2,682
72
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
73
21
Leases
21.1
As a lessee
The Group leases water space under a deed of sub-emphyteusis (note 16.2) together with other
properties including offices and warehouses. Information about leases for which the Group is a lessee
is presented below.
21.1.1
Right-of-use asset
Water space
Other
Properties
Total
2023
2022
2023
2022
2023
2022
€000
€000
€000
€000
€000
€000
Group and company
Balance at 1 January
4,528
4,587
605
673
5,133
5,260
Recognition of right-of-use asset
-
-
-
6
-
6
Adjustment for inflation
-
-
-
10
-
10
Depreciation on right-of-use asset
(60)
(59)
(66)
(84)
(126)
(143)
Balance at 31 December
4,468
4,528
539
605
5,007
5,133
21.1.2
Lease liability
Lease liabilities included in the statement of financial position at 31 December are analysed as follows:
2023
2022
€000
€000
Current
9
12
Non-current
5,933
6,046
5,942
6,058
Water space
Other Properties
Total
2023
2022
2023
2022
2023
2022
€000
€000
€000
€000
€000
€000
Group and company
Balance at 1 January
5,226
5,452
832
729
6,058
6,181
Recognition of lease liability
-
-
-
6
-
6
Adjustments
-
(276)
-
116
-
(160)
Interest expense on lease
liabilities (see note 13)
347
343
53
50
400
393
Lease payments related to
the year (see note 21.1.5)
(293)
(293)
(223)
(69)
(516)
(362)
Balance at 31 December
5,280
5,226
662
832
5,942
6,058
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
74
21
Leases (continued)
21.1
As a lessee (continued)
21.1.2
Lease liability (continued)
The total cash outflows for leases amounts to
€516k (2022: €362k).
Adjustments in 2022 represent €10k adjustment for inflation for other properties and the remaining
balance is the reclassification of lease liability comparative figures to conform with the current year’s
disclosure format for the purpose of compliance with the IFRS.
21.1.3
Water space lease
On the 2 June 1999, the Government of Malta entered into a deed of emphyteusis with a consortium,
by virtue of which, the consortium was granted rights over parcels of water space measuring 1,410
square metres and situated at Cottonera Waterfront Vittoriosa, Malta, for an initial period of 99 years.
On the 4 September 2001, a deed of sub-emphyteusis was entered into between the Company and the
consortium, whereby, by virtue of one part of this deed, the Company acquired, by the same title,
immovable rights over such water space for the unexpired period of the 99 years, subject to the
payment of an annual sub-ground rent. There are no covenants or restrictions imposed by the lease.
21.1.4
Property lease
The Group leases other properties, comprising two offices and three warehouses, with original lease
terms of eight to twenty-five years, with the remaining lease terms at 31 December 2023 of one to nine
years (2022: two to ten years).
By virtue of the other part of the deed of sub-emphyteusis referred to in note 21.1.3, the Company was
assigned the right to develop, construct and install, own, operate, manage, control and promote a
marina and ancillary facilities, including the right to grant mooring and berthing rights to third parties
under such terms and conditions as it deems fit.
21.1.5
Variable lease payments based on sales
Under the terms of a Development and Operations Agreement dated 30 June 2000 entered into with
the consortium, the Company is required to pay the consortium a yearly fee equivalent to 10% per
annum of adjusted revenue, subject to minimum and maximum limits. While the minimum lease
payments of the lease are included in the lease liability and the right-of-use asset, the variable lease
payments depending on sales are recognised in profit or loss in the period in which such sales are
recognised.
2023
2022
€000
€000
Leases with lease payments based on sales
Fixed payments on water space (see note 21.1.2)
293
293
Variable payments on water space (see note 11.1)
83
87
Total payments
376
380
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
75
21
Leases (continued)
21.1
As a lessee (continued)
21.1.6
Extension options
With respect to water space lease, the Company has the option to terminate the Development and
Operations Agreement during the 29
th
year from the date of the publication of the deed of sub-
emphyteusis (being the year 2030) by giving the consortium at least 12 months’ prior written notice.
The
extension
options
are
exercisable
only
by
the
Company
and
not
by
the
lessor.
The Company is reasonably certain not to exercise this option and as such the full term was taken in
the calculation of the lease liability.
21.2
As a lessor
Lease income from lease contracts in which the Group acts as a lessor is as below.
2023
2022
€000
€000
Net investment lease receivable
Group and Company
Balance at 1 January
-
1
Lease receipts related to the year
-
(1)
Balance at 31 December
-
-
22
Trade and other receivables
22.1
2023
2022
€000
€000
Group and Company
Trade receivables, excluding related parties
898
685
Amounts due from related parties (see notes 22.2 and 31.2)
75
37
Prepayments and other receivables
96
206
Balance at 31 December
1,069
928
22.2
Amounts due from related parties of €75k (2022: €37k) is receivable from First Eastern (Holdings)
Limited (which together with its wholly owned subsidiary, FE Marina Investments Limited, owns 99.59%
of Camper & Nicholsons Marina Investments Limited’s issued share capital) in relation to a 50%
recharge by the Company, of one of the Company’s executive’s wage. During the year, the company
recharged €38k (2022: €37k) to First Eastern (Holdings) Limited.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
76
22
Trade and other receivables (continued)
22.3
Receivables are held within a held-to-collect business model, consistent with the Group’s continuing
measurement of such receivables (note 7.8.2). The amounts owed from the related parties are
unsecured, interest free and repayable on demand.
22.4
Information about
the Group’s exposure to credit, market risks and impairment losses for trade and
other receivables are disclosed in notes 29.5.1 and 29.7 respectively.
23
Cash and cash equivalents
2023
2022
€000
€000
Group and Company
Cash in hand
3
3
Bank balances
5,179
4,029
5,182
4,032
Expected credit loss on cash and cash equivalents (see note 29.5)
(1)
(1)
Cash and cash equivalents in the statement of financial position
5,181
4,031
Bank overdraft used for cash management purposes (see note
26.3)
(2)
(2)
Cash and cash equivalents in the statement of cash flows
5,179
4,029
24
Capital and reserves
24.1
Share capital
2023
2022
€000
€000
Authorised share capital
20,000,000 ordinary shares of €0.12 each
2,400
2,400
Issued share capital
20,000,000 ordinary shares of €0.12 each
2,400
2,400
24.2
Shareholders’ rights
Ordinary shareholders are entitled to dividends as declared from time to time and rank
pari passu
with
respect to any distribution, whether of dividends or capital, in a winding up or otherwise, and are
entitled to one vote per share at general meetings of the Company.
24.3
Exchange translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the
financial results of the joint arrangement from Turkish Lira into Euro. This reserve is not distributable.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
77
24
Capital and reserves (continued)
24.4
Fair value reserve
The fair value reserve comprises the cumulative net change in fair value of corporate debt securities at
FVOCI until the assets are derecognised or reclassified. This amount is adjusted by the amount of loss
allowance. This reserve is not distributable.
24.5
Dividends
The amount of €0.3 million in dividends were declared by the Company for the year ended
31 December 2023 (2022: €0.7 million), being a dividend per share of €0.017 (2022: €0.033).
25
Capital management
The company’s objectives when managing capital are to safeguard its ability to continue as a going
concern and to maximise the return to stakeholders through the optimisation of the debt and equity
balance.
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence and to sustain future development of the business. Management monitors the return on
capital, as well as the level of dividends to ordinary shareholders. Based on recommendations of the
directors, the company balances its overall capital structure through new share issues as well as the
issue of new debt or the redemption of existing debt.
The capital structure of the Group consists of debt securities in issue of €14,832k (2022: €14,790k) in
note 19 and items presented within equity in the statement of financial position, comprising of share
capital, exchange translation reserve, fair value reserve and retained earnings with a total of €6,470k
(2022: €4,446k).
The Group is not subject to any externally imposed capital requirements. There were no changes in the
Group’s approach to capital management during the year.
26
Loans and borrowings
26.1
This note provides information about the contractual terms of the Group’s interest-bearing borrowings
which are measured at amortised cost. For more information about the Company’s exposures to
liquidity and interest rate risks, see notes 29.6 and 29.7.2 respectively.
2023
2022
€000
€000
Non-current
Debt securities in issue (see note 26.4)
14,832
14,790
Current
Bank overdraft (see note 26.3)
2
2
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
78
26
Loans and borrowings (continued)
26.2
Terms and repayment schedule
The terms and conditions of outstanding loans are as follows:
Nominal
int rate
Year of
maturity
2023
2022
Face
value
Carrying
amount
Face
value
Carrying
amount
€000
€000
€000
€000
Bank overdraft
4.85%
Repayable on
demand
-
2
-
2
Unsecured bond
4.50%
2027
15,000
14,832
15,000
14,790
Total interest-bearing liabilities
15,000
14,834
15,000
14,792
26.3
Bank overdraft
The bank overdraft represents the credit on the Company’s credit card as at 31 December, which is
repaid on a monthly basis. This overdraft is secured by a pledge of €7k over cash balances held by the
Company with HSBC Bank Malta plc. An additional €35k is pledged in favour of a guarantee with MEPA.
26.4
Debt securities in issue
The €15 million bond, issued by the Company in 2017, had a nominal value of €100 per bond and was
issued at par. The bond is subject to a fixed interest rate of 4.5% per annum payable semi-annually in
arrears on 22 February and 22 August of each year. All bonds are redeemable at par (€100 for each
bond) on the 23 August 2027.
The bonds are measured at the amount of net proceeds adjusted for the amortisation of the difference
between net proceeds and the bond redemption value using the effective interest method as follows:
2023
2022
€000
€000
Original face value of bonds issued
15,000
15,000
Gross amount of bond issue costs
(402)
(402)
Cumulative amortisation of gross amount of bond issue
costs as at 1 January
192
152
Amortisation charge for the year (see note 13)
42
40
Unamortised bond issue costs as at 31 December
(168)
(210)
Amortised cost and closing carrying amount of the bond
liability
14,832
14,790
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
79
26
Loans and borrowings (continued)
26.4
Debt securities in issue (continued)
The movement for the year comprises solely the amortization of bond issue costs. The quoted market
price of the bonds on the Official List of the Malta Stock Exchange at 31 December 2023 was €100.00
(2022: €98.00).
27
Trade and other payables
27.1
2023
2022
€000
€000
Group and Company
Trade payables, excluding related parties
247
180
Amounts due to related parties (see notes 27.2 and 31.2)
145
86
Other trade payables (see note 27.4)
276
245
Accrued expenses
741
786
1,409
1,297
27.2
The amounts owed to the related parties are unsecured, interest free and repayable on demand.
27.3
Information about the Group’s exposures to liquidity and currency risks related to trade and other
payables is disclosed in notes 29.6 and 29.7.1 respectively.
27.4
Other trade payables include VAT payable of €111k (2022: €101k), dividend and bond interest
payments held of €75k (2022: €68k) and €90k security deposits withheld from customers (2022: €75k).
28
Contract liabilities
28.1
2023
2022
€000
€000
Group and Company
Customer advances on berthing contracts (see note 28.2)
1,041
1,033
1,041
1,033
28.2
The contract liabilities relate to the consideration received in advance from customers for berthing
contracts, for which revenue is recognised over time. Furthermore, the transaction price allocated to
performance obligations that are unsatisfied (or partially unsatisfied) at the end of the year is largely in
relation to contracts with an original expected duration of one year or less.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
80
29
Financial instruments – fair values and risk management
29.1
Accounting classification and fair values
The following table shows the fair values of financial assets other than the investment in the joint venture and financial liabilities other than lease liabilities. It does
not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair
value.
Fair value measurement using:
31 December
Level 1
Level 2
Level 3
Total
Carrying amount
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
€000
€000
€000
€000
€000
€000
€000
€000
€000
€000
Group and company
Financial assets
Financial assets at FVOCI
Investment in corporate
debt securities
-
-
4,392
4,474
-
-
4,392
4,474
4,392
4,474
Financial assets at
amortised cost
Loans to related parties
-
-
4,619
5,481
-
-
4,619
5,481
4,619
5,481
-
-
9,011
9,955
-
-
9,011
9,955
9,011
9,955
Financial liabilities at
amortised cost
Unsecured debt securities
in issue
-
-
(15,000)
(14,700)
-
-
(15,000)
(14,700)
(14,832)
(14,790)
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
81
29
Financial instruments – fair values and risk management (continued)
29.2
Measurement of fair values
Valuation techniques and significant unobservable inputs
At the end of the current and the comparative year, the carrying amount of trade receivables and cash
and cash equivalents is a reasonable approximation of their fair value due to their short-term
maturities.
At 31 December 2023, corporate debt securities at FVOCI with a carrying amount of €4,392k (2022:
€4,474k) were measured using level 2 of the fair value hierarchy, by referring to their respective quoted
prices in the local market.
At the end of the current and the
comparative year, the carrying amount of trade and other
payables, and bank overdraft is a reasonable approximation of their fair value due to their short-term
maturities.
At 31 December 2023, unsecured debt securities in issue were measured at amortised cost with a
carrying amount of €14,832k (2022: €14,790k). The fair value of this financial liability as at 31 December
2023 amount to €15,000k (2022: €14,700k) were measured using level 2 of the fair value hierarchy, by
referring to their respective quoted prices in the local market.
29.3
Financial risk management
The Group, from its use of financial instruments, has exposure to credit, liquidity, and market risks.
29.4
Risk management framework
The Company’s board of directors has overall responsibility for the establishment and oversight of the
Group’s risk management framework. The Group’s risk management policies are established to identify
and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor
risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group’s activities. The Group, through its training and
management standards and procedures, aims to develop a disciplined and constructive control
environment in which all employees understand their roles and obligations.
The Group’s audit committee oversees how management monitors compliance with the Group’s risk
management policies and procedures and reviews the adequacy of the risk management framework in
relation to the risks faced by the Group.
Where possible, the Group aims to reduce and control risk concentrations. Concentrations of financial
risk arise when financial instruments with similar characteristics are influenced in the same way by
changes in economic or other factors. The amount of the risk exposure associated with financial
instruments sharing similar characteristics is disclosed in more detail in the notes to the financial
statements.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
82
29
Financial instruments – fair values and risk management (continued)
29.5
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations and arises principally from the Group’s bank balances of €5,179k
(2022: €4,029k), receivables from customers of €898k
(2022: €685k), loans and interest receivable from
related parties of €4,715k
(2022: €5,598k) and investments in debt securities of €4,392k
(2022:
€4,474k). The carrying amounts of financial assets represent the maximum credit exposure. Impairment
losses/ reversal on financial assets recognised in the statement of profit or loss were as follows:
2023
2022
€000
€000
Impairment loss/ (reversal) on corporate debt securities at FVOCI
(see note 29.5.2)
15
(2)
Impairment reversal on loan to CNML (see note 29.5.3)
(18)
(15)
Impairment (reversal)/ loss on loan to Parent company (see note
29.5.3)
(3)
2
(6)
(15)
29.5.1
Trade receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each
customer. However, management also considers the factors that may influence the credit risk of its
customer base, including the default risk associated with the industry. Details of concentration of
revenue are included in note 10.2. The Group’s revenue is not concentrated in a small number of
customers but is rather dispersed on a large client base made up of local and foreign clients coming
from all over the world. Moreover, the Group limits its exposure to credit risk by entering into
agreements with clients requiring full payment in advance of their berthing period and having the right
to exercise a general lien in case of payment default.
The majority of the Group’s customers have been transacting with the Group for over five years, and
only 0.07% (2022: 0.07%) of these customers’ balances have been written off or are credit-impaired at
the reporting date. In monitoring customer credit risk, this historical information is used to estimate
the expected credit losses on trade receivables.
At 31 December 2023, the exposure to credit risk for trade receivables by type of counterparty was as
follows:
2023
2022
€000
€000
Individuals
158
115
Legal entities
289
308
Agents
451
262
898
685
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
83
29
Financial instruments – fair values and risk management (continued)
29.5
Credit risk (continued)
29.5.1
Trade receivables (continued)
The following table provides information about the ageing of trade receivables as at 31 December:
2023
2022
€000
€000
Current (not past due)
144
154
1–30 days past due
291
177
31–60 days past due
265
142
61–90 days past due
77
99
More than 90 days past due
121
113
898
685
29.5.1.1
ECL assessment for trade receivables
For trade receivables the Group and the Company have applied the simplified approach in IFRS 9 to
measure the loss allowance at lifetime ECL.
Where the Group has reasonable and supportable information that is available without undue cost or
effort to measure lifetime ECLs on an individual instrument basis, such an individual assessment is
carried out. Lifetime ECLs on the remaining financial assets are measured on a collective basis, using a
provision matrix, estimated based on historical credit loss experience based on the past due status of
the debtors. No individual assessment is made as at 31 December 2023.
Since loss rates are based on actual credit loss experience over the past five years, the Group’s weighted
average loss rate for its receivables is less than 0.07% (2022: 0.07%), and therefore no expected credit
losses for trade receivables are registered as at 31 December 2023 (2022: €nil).
29.5.2
Investment in corporate debt securities
The Group limits its exposure to credit risk on corporate debt securities by investing only in liquid debt
securities that have the healthiest interest coverage ratios and gearing ratios, such as the net debt to
EBITDA ratio. The Group then monitors market price of the companies in which the Group holds its
debt securities on the local stock exchange.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
84
29
Financial instruments – fair values and risk management (continued)
29.5
Credit risk (continued)
29.5.2
Investment in corporate debt securities (continued)
The Group concluded there was no significant change in credit risk on these financial assets and
therefore calculated loss allowance equal to 12-month ECLs. In the absence of individual investment
grades to local corporate debt issuers, in calculating the probability of default, the Group used each
issuer’s interest coverage ratio, being a synthetic credit rating, with the probability of default used in
calculating the ECLs ranging from 0.03% to 1.85% (2022: 0.03%).
The Company measured loss allowance on the investment in corporate debt securities at an amount
equal to 12-month ECLs, which amounted to €14k (2022: €2k). The movement in loss allowance is
charged to profit or loss and is recognised in OCI.
The exposure to credit risk for debt securities at FVOCI, net of expected credit losses, at the reporting
date by geographic region was as follows:
2023
2022
€000
€000
Country
Malta
(see note 19)
4,392
4,474
29.5.3
Amount due from related parties
29.5.3.1 Amount due from CNML
In the opinion of the directors, the loan and interest receivable from CNML of €2,465k (December 2022:
€2,748k), on-lent to IC Cesme, carry a significant credit risk due to the ongoing political uncertainty in
Turkey, and the devaluation of the Turkish Lira, being the functional currency of IC Cesme. The Group
has therefore measured loss allowance equal to lifetime ECLs, through a probability-weighted
calculation based on the following scenarios:
•
Base case- 50% weighting (2022: 50%)- the probability of default used in calculating the ECLs
on such loan would be equivalent to the current credit rating of Turkey, being B emerging,
resulting in a lifetime ECL of €95k, with the base-case weighting of €47k (2022: €56k);
•
Best case- 20% weighting (2022: 20%)- the probability of default used in calculating the ECLs
on such loan would be equivalent to one scale higher than the current credit rating of Turkey,
being B+ emerging, resulting in a lifetime ECL of €95k, with the best-case weighting of €19k
(2022: €23k); and
•
Worst case- 30% weighting (2022: 30%)- the probability of default used in calculating the ECLs
on such loan would be equivalent to one scale lower than the current credit rating of Turkey,
being B- emerging, resulting in a lifetime ECL of €95k, with the worst-case weighting of €29k
(2022: €34k).
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
85
29
Financial instruments – fair values and risk management (continued)
29.5
Credit risk (continued)
29.5.3
Amount due from related parties (continued)
29.5.3.1 Amount due from CNML (continued)
This totalled to a lifetime ECL of €95k (December 2022: €113k) (Stage 2). The difference in loss
allowance is deducted from the gross carrying amount of the asset and presented separately in the
statement of profit or loss under “Impairment loss on financial assets”.
The following table shows the movement in lifetime ECLs (not credit-impaired) that has been
recognised for the amount due from CNML:
2023
2022
€000
€000
Opening balance at 1 January
113
128
Movement during the year
(18)
(15)
Closing balance at 31 December
95
113
29.5.3.2 Amount due from Parent company
The loss allowance on the other loans to Parent company of €2,250k (2022: €2,850k) has been
measured at 12-month ECL, which amounted to €1k (2022: €4k) and has been included in ”Loans to
related parties” in the statement of financial position.
The exposure to credit risk for the loan to related parties at amortised cost, net of expected credit
losses, at the reporting date by geographic region was as follows:
2023
2022
€000
€000
Country
Turkey (see note 20.3)
2,370
2,635
Guernsey (see note 20.2)
2,249
2,846
4,619
5,481
29.5.3.3 Amount due from other Related Parties
Management does not expect to incur any losses on receivables from other related parties.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
86
29
Financial instruments – fair values and risk management (continued)
29.5
Credit risk (continued)
29.5.4
Cash and cash equivalents
The Group held cash and cash equivalents of €5,181k at 31 December 2023 (2022: €4,031k). The cash
and cash equivalent are held with HSBC Bank Malta plc and Bank of Valletta plc, with the latter being
an investment grade-rated banking institution having a long-term rating of BBB- as per Fitch Ratings
(2022: BBB-). HSBC Bank Malta plc is unrated, and the company's directors have assessed the potential
ECL as to close to be insignificant.
Impairment on cash and cash equivalents has been measured on a 12-month expected loss basis and
reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents
have low credit risk based on the external ratings of S&P’s. The loss allowance amounted to €1k (2022:
€1k). The difference in loss allowance, if any, is recognized under “Impairment loss on financial asset”
in the statement of profit or loss.
29.6
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.
The Group monitors its cash flow requirements on a weekly basis and ensures that it has sufficient cash
on demand to meet expected operational expenses, including the servicing of financial obligations. This
excludes the potential impact of extreme circumstances that cannot reasonably be predicted.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
87
29
Financial instruments – fair values and risk management (continued)
29.6
Liquidity risk (continued)
The following are the contractual maturities of financial liabilities at the reporting date. The amounts are gross, undiscounted and include contractual interest
payments.
Carrying
amount
Contractual
cash flows
6 months
or less
6 - 12
months
1 - 5 years
Over 5
years
€000
€000
€000
€000
€000
€000
31 December 2023
Financial liabilities
Debt securities in issue (see note 26.4)
14,832
(17,700)
(340)
(335)
(17,025)
-
Bank overdraft (see note 26.3)
2
(2)
(2)
-
-
-
Trade and other payables (see note 27)
392
(392)
(392)
-
-
-
Lease liabilities (see notes 21.1.2 and 29.6.1)
5,942
(37,052)
(293)
(101)
(1,565)
(35,093)
21,168
(55,146)
(1,027)
(436)
(18,590)
(35,093)
31 December 2022
Financial liabilities
Debt securities in issue (see note 26.4)
14,790
(18,375)
(340)
(335)
(17,700)
-
Bank overdraft (see note 26.3)
2
(2)
(2)
-
-
-
Trade and other payables (see note 27)
266
(266)
(266)
-
-
-
Lease liabilities (see note 21.1.2 and 29.6.1)
6,058
(37,428)
(254)
(142)
(1,556)
(35,476)
21,116
(56,071)
(862)
(477)
(19,256)
(35,476)
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
88
29
Financial instruments – fair values and risk management (continued)
29.6.1
Maturity analysis of lease liabilities
Further information about the maturity of lease liabilities is provided in the table below:
2023
2022
€000
€000
Maturity analysis – contractual undiscounted cash flows
Less than 1 year
(394)
(396)
1 to 5 years
(1,565)
(1,556)
6 to 10 years
(1,456)
(1,838)
11 to 20 years
(3,362)
(3,362)
21 to 40 years
(8,312)
(8,312)
More than 40 years
(21,963)
(21,964)
Total undiscounted lease liabilities at 31 December
(37,052)
(37,428)
29.7
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates,
will affect the Group’s income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters,
while optimising the return.
29.7.1
Currency risk
The Group’s exposure to currency risk is limited to expenses that are denominated in a currency other
than the Company’s functional currency, primarily the British Pound, on intra-group balances. The
Group is not exposed to exchange rate movements on the Turkish Lira other than in respect of the
following – (a) the Group’s share in translating the post-acquisition reserves of its equity-accounted
investee from TL to Euro and (b) the exchange differences arising in the books of the joint venture with
TL as its functional currency. The Group does not hedge against exchange gains or losses which may
arise on the realisation of amounts receivable and the settlement of amounts payable in foreign
currencies.
29.7.1.1
Exposure to currency risk and sensitivity analysis
The Company’s exposure to currency risk is immaterial.
29.7.2
Interest rate risk
The Group adopts a policy of ensuring that the majority of its interest rate risk exposure is at a fixed
rate. This is achieved by entering into financial arrangements subject to fixed interest rates.
During 2017, the Company issued bonds at a fixed rate of 4.50%, while between 2018 and 2020, the
Company has invested in corporate debt securities, all at fixed rates ranging from 3.25% to 6% (see
note 19). In addition, the loans to related parties range between 4% and 5%. These loans are not subject
to interest rate fluctuations.
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
89
29
Financial instruments – fair values and risk management (continued)
29.7
Market risk (continued)
29.7.2.1 Fair value sensitivity analysis for fixed-rate instruments
The Group does not account for any fixed-rate financial assets or financial liabilities, at FVTPL.
Therefore, a change in interest rates at the reporting date would not affect profit or loss.
As a result of changes in fair value of the investments in debt securities at FVOCI, a decrease/ (increase)
of 100 basis points in interest rates would have increased/ (decreased) equity by €110k/ (€105k) after
tax (2022: €132k/ (€124k) after tax). This analysis assumes that all other variables, in particular foreign
currency exchange rates, remain constant.
30
Commitments
No capital commitments were authorised and contracted for, or yet to be contracted for, at the
reporting date and at the end of the comparative period.
31
Related parties
31.1
Parent and ultimate controlling party
The Company is a subsidiary of Camper & Nicholsons Marina Investments Limited (“CNMIL”), the
registered office of which is situated at ”
The Albany, South Esplanade, St Peter Port, Guernsey GY1 1AQ”
.
The ultimate controlling party is Mr Victor Chu, the Chairman and principal shareholder of First Eastern
(Holdings) Limited, which together with its wholly owned subsidiary, FE Marina Investments Limited,
owns 99.59% of CNMIL’s issued share capital (2022: 99.59%). Both First Eastern (Holdings) Limited and
FE Marina Investments Limited are incorporated in Hong Kong. As of 26 April 2024, CNMIL holds
17,393,590 shares, equivalent to 86.97% of the Company’s total issued share capital.
As described in note 18, the Company holds an investment in a joint venture.
CNMIL prepares consolidated financial statements of the Group of which Grand Harbour Marina p.l.c.
forms part.
Companies forming part of the CNMIL Group are considered by the directors to be related parties as
these companies are ultimately owned by CNMIL and First Eastern (Holdings) Limited. The transactions
and balances with such parties were as follows:
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
90
31
Related parties (continued)
31.2
Related party relationships, transactions and balances
2023
2022
€000
€000
First Eastern (Holdings) Limited
Balance receivable at 1 January
37
9
Recharge of expenses (see note 22.1)
38
37
Cash received
-
(9)
Balance receivable at 31 December (see note 22.1)
75
37
Camper & Nicholsons Marina Investments Limited
Principal in respect of Cesme Cash Collateral (see note 20.3)
-
2,797
Principal received during the year
-
(115)
Principal reclassified to CNML
-
(2,682)
Interest accrued at beginning of the year
-
100
Interest accrued during the year
-
7
Interest received during the year
-
(107)
Subtotal
-
-
Principal in respect of Loan Note 1 (see note 20.2)
-
400
Principal received during the year
-
(400)
Interest accrued during the year
-
12
Interest received during the year
-
(12)
Subtotal
-
-
Principal in respect of Loan Note 2 (see note 20.2)
600
600
Principal received during the year
(600)
-
Interest accrued during the year
20
24
Interest received during the year
(20)
(24)
Subtotal
-
600
Principal in respect of Loan Note 3 (see note 20.2)
2,250
2,250
Interest accrued during the year
101
101
Interest received during the year
(101)
(101)
Subtotal
2,250
2,250
Balance receivable at 31 December
2,250
2,850
Grand Harbour Marina p.l.c.
Notes to the financial statements
For the Year Ended 31 December 2023
91
31
Related parties (continued)
31.2
Related party relationships, transactions and balances (continued)
2023
2022
€000
€000
Camper & Nicholsons Marinas Limited
Balance payable at 1 January
(41)
(45)
Recruitment and operational service fees
(111)
(100)
Sales and marketing fees
(43)
(45)
Management, finance and other related services and expenses
(11)
(11)
Cash paid
118
160
Balance payable at 31 December (see note 27.1)
(88)
(41)
Balance receivable at 1 January
2,682
-
Principal reclassified from Parent company
-
2,682
Principal received during the year
(247)
-
Interest accrued at beginning of the year
73
-
Interest accrued during the year
124
73
Interest received during the year
(167)
-
Balance receivable at 31 December
2,465
2,755
Net receivable at 31 December
2,377
2,714
Camper & Nicholsons Marinas International Limited
Balance payable at 1 January
(52)
(48)
Royalty fees (1.5% of revenue excluding direct costs of utilities) as per
Trade Mark License Agreement
(57)
(52)
Cash paid
52
48
Balance payable at 31 December (see note 27.1)
(57)
(52)
31.3
Transactions with key management personnel
Other than the remuneration payable to the directors (see note 11.1), there were no other transactions
with key management personnel. CEO remuneration is borne by a related party.
32
Subsequent events
No significant events have taken place since the financial reporting date that would have otherwise
required adjustment to or disclosure in these financial statements.
Deloitte Audit Limited is a limited liability company registered in Malta with registered office at Deloitte Place, Triq L-Intornjatur, Central Business District, CBD 3050,
Malta. Deloitte Audit Limited forms part of Deloitte Malta. Deloitte Malta consists of (i) Deloitte, a civil partnership regulated in terms of the laws of Malta, constituted
between limited liability companies, operating at Deloitte Place, Triq L-Intornjatur, Zone 3, Central Business District, Birkirkara CBD 3050, Malta and (ii) the affiliated
operating entities: Deloitte Advisory and Technology Limited (C23487), Deloitte Audit Limited (C51312), Deloitte Corporate Services Limited (C103276) and Deloitte Tax
Services Limited (C51320), all limited liability companies registered in Malta with registered offices at Deloitte Place, Triq L-Intornjatur, Zone 3, Central Business District,
Birkirkara CBD 3050, Malta. Deloitte Corporate Services Limited is authorised to act as a Company Service Provider by the Malta Financial Services Authority. Deloitte
Audit Limited is authorised to provide audit services in Malta in terms of the Accountancy Profession Act. Deloitte Malta is an affiliate of Deloitte Central Mediterranean
S.r.l., a company limited by guarantee registered in Italy with registered number 09599600963 and its registered office at Via Tortona no. 25, 20144, Milan, Italy. For
further details, please visit www.deloitte.com/mt/about.
Deloitte Central Mediterranean S.r.l. is the affiliate for the territories of Italy, Greece and Malta of Deloitte NSE LLP, a UK limited liability partnership and member firm
of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent
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our global network of member firms.
For information, contact Deloitte Malta
.
92
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Grand Harbour Marina p.l.c. (the Company) and the consolidated
financial statements of the Company and its subsidiaries (together, the Group), set out on pages 30 to 91,
which comprise the statements of financial position of the Company and the Group as at 31 December 2023,
and the statements of profit or loss and other comprehensive income, statements of changes in equity and
statements of cash flows of the Company and the Group for the year then ended, and notes to the financial
statements, including material accounting policy information
In our opinion, the accompanying financial statements give a true and fair view of the financial position of
Grand Harbour Marina p.l.c. and the Group as at 31 December 2023, and of the Company’s and the Group’s
financial performance and cash flows for the year then ended in accordance with IFRS Accounting Standards as
issued by the International Accounting Standards Board (IFRSs) as adopted by the European Union and have
been properly prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Financial
Statements
section of our report. We are independent of the Company and the Group in accordance with the
International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants
including International Independence Standards
(IESBA Code), as applicable to audits of financial statements of
public interest entities, together with the
Accountancy Profession (Code of Ethics for Warrant Holders)
Directive
(Maltese Code) that is relevant to our audit of the financial statements of public interest entities in
Malta. We have also fulfilled our other ethical responsibilities in accordance with the IESBA Code and the
Maltese Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion. In conducting our audit, we have remained independent of the Company and the Group
and have not provided any of the non-audit services prohibited by article 18A(1) of the Maltese Accountancy
Profession Act (Cap. 281).
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. The key audit matter described below pertains
to the audit of both the individual and the consolidated financial statements.
This matter was addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on this matter.
Deloitte Audit Ltd.
Deloitte Place,
Triq L-Intornjatur, Zone 3,
Central Business District,
Birkirkara CBD 3050,
Malta
Tel: +356 2343 2000, 2134 5000
Fax: +356 2134 4443, 2133 2606
info@deloitte.com.mt
www.deloitte.com/mt
Company Ref No: C51312
VAT Reg No: MT2013 6121
Exemption number: EXO2155
Independent auditor’s report
to the members of
Grand Harbour Marina p.l.c.
Independent auditor’s report (continued)
to the members of
Grand Harbour Marina p.l.c.
93
Report on the Audit of the Financial Statements (continued)
Key Audit Matters (continued)
Recoverability of the investment in joint venture in both the individual and the consolidated financial
statements.
Under IFRSs, at each reporting date, the Company and Group are required to review the carrying amounts of
its non-financial assets to determine whether there are any indications of impairment. If any such indications
exist, then the asset’s recoverable amount is determined. An impairment loss is the amount by which the
carrying amount of the investment exceeds its recoverable amount.
As at 31 December 2023, the carrying amount of the investment in IC Cesme Marina Yatirim, Turizm ve
Isletmeleri Anonim Sirketi ("IC Cesme") amounted to EUR2.17 million in the individual financial statements of
the Company (measured at cost), and EUR5.73 million in the consolidated financial statements (measured
using the equity method). The economic risks associated with the jurisdiction where this joint venture is
established constituted a triggering event in terms of International Accounting Standard 36 -
Impairment of
Assets
as at 31 December 2023. The directors have tested the investment to determine whether the
recoverable amount is at least equal to its carrying amounts in the individual financial statements of the
Company and in the consolidated financial statements.
As described in note 18.4 to the financial statements, in assessing impairment, the directors estimate the
recoverable amount of the Company’s and the Group’s investment in IC Cesme based on expected discounted
future cash flows. Estimation uncertainty relates to assumptions about future operating results and the
determination of a suitable discount rate. Significant judgement is involved in determining the recoverable
amount of this investment, primarily as that evaluation includes the assessment of key assumptions underlying
the recoverable amount, namely, in relation to the projected EBITDA, the inflationary growth rate, the
capitalisation rate, the weighted average cost of capital and the exit yield applied.
Our audit procedures included:
•
Evaluating the design and implementation of key controls over the Company and the Group’s impairment
assessment process;
•
Using an internal valuation specialist to assist us in evaluating the year end impairment methodology and
review and challenge the key inputs and assumptions used by the Company and the Group, which included
performing sensitivity analyses of these key inputs and assumptions in the impairment testing calculations;
•
Obtaining and reviewing available supporting evidence to corroborate the data inputs in the impairment
testing calculations;
•
Reviewing the impairment testing calculations for reasonability, mathematical accuracy and consistency.
The Company’s and the Group’s disclosures about the recoverability of the investment in joint venture are set
out in note 18 to the financial statements, which explains that the directors have assessed that the estimated
recoverable amount of the investment in joint venture, exceeds its carrying amount at both Company and Group
level.
We assessed the adequacy of the Company’s and the Group’s disclosures included in note 18 to the financial
statements about the assumptions to which the outcome of the impairment test is most sensitive, that is, those
that have the most significant effect on the determination of the recoverable amount of the investment in joint
venture.
Independent auditor’s report (continued)
to the members of
Grand Harbour Marina p.l.c.
94
Report on the Audit of the Financial Statements (continued)
Other Information
The directors are responsible for the other information. The other information comprises the General
information, the Chairman’s Statement, the Directors’ Report, the Statement of Directors’ responsibilities, the
Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance, Other
Disclosures in terms of the Capital Market rules and the Remuneration Report required under Rule 12.26K of
the Capital Markets Rules, which we obtained prior to the date of this auditor’s report.
However, the other information does not include the individual and consolidated financial statements, our
auditor’s report and the relevant tagging applied in accordance with the requirements of the European Single
Electronic Format, as defined in our
Report on Other Legal and Regulatory Requirements.
Except for our opinions on the Directors’ Report in accordance with the Maltese Companies Act (Cap. 386) and
on the Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance and on
the Remuneration Report in accordance with the Capital Markets Rules issued by the Malta Financial Services
Authority, our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
With respect to the Directors’ Report, we also considered whether the Directors’ Report includes the
disclosure requirements of Article 177 of the Companies Act (Cap. 386), and the statement required by Rule
5.62 of the Capital Markets Rules on the Company’s and the Group’s ability to continue as a going concern.
In accordance with the requirements of sub-article 179(3) of the Maltese Companies Act (Cap. 386) in relation
to the Directors’ Report on pages 5 to 11, in our opinion, based on the work undertaken in the course of the
audit:
•
the information given in the Directors’ Report for the financial year for which the financial statements are
prepared is consistent with those financial statements; and
•
the Directors’ Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company, the Group and their environment obtained
in the course of the audit, we have not identified any material misstatements in the Directors’ Report.
Independent auditor’s report (continued)
to the members of
Grand Harbour Marina p.l.c.
95
Report on the Audit of the Financial Statements (continued)
Responsibilities of the Directors and the Audit Committee for the Financial Statements
As explained more fully in the Statement of Directors’ responsibilities on page 12, the directors are responsible
for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by
the European Union and the requirements of the Maltese Companies Act (Cap. 386), and for such internal
control as they determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the Company and/or
the Group or to cease operations, or have no realistic alternative but to do so.
The directors have delegated the responsibility for overseeing the Company’s and the Group’s financial
reporting process to the Audit Committee.
Auditor’s Responsibilities for the Audit of the Financial Statements
This report, including the opinions set out herein, has been prepared for the Company’s members as a body in
accordance with articles 179, 179A and 179B of the Companies Act (Cap. 386).
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinions in accordance with articles 179, 179A and 179B of the Companies Act (Cap. 386). Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
In terms of article 179A(4) of the Maltese Companies Act (Cap. 386), the scope of our audit does not include
assurance on the future viability of the Company and the Group or on the efficiency or effectiveness with
which the directors have conducted or will conduct the affairs of the Company and the Group. The financial
position of the Company and/or the Group may improve, deteriorate, or otherwise be subject to change as a
consequence of decisions taken, or to be taken, by the management thereof, or may be impacted by events
occurring after the date of this opinion, including, but not limited to, events of force majeure.
As such, our audit report on the Company’s and the Group’s historical financial statements is not intended to
facilitate or enable, nor is it suitable for, reliance by any person, in the creation of any projections or
predictions, with respect to the future financial health and viability of the Company and/or the Group, and
cannot therefore be utilised or relied upon for the purpose of decisions regarding investment in, or otherwise
dealing with (including but not limited to the extension of credit), the Company and/or the Group. Any
decision-making in this respect should be formulated on the basis of a separate analysis, specifically intended
to evaluate the prospects of the Company and/or the Group and to identify any facts or circumstances that
may be materially relevant thereto.
Independent auditor’s report (continued)
to the members of
Grand Harbour Marina p.l.c.
96
Report on the Audit of the Financial Statements (continued)
Auditor’s Responsibilities for the Audit of the Financial Statements (continued)
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s and the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company
and/or the Group to cease to continue as a going concern. Accordingly, in terms of generally accepted
auditing standards, the absence of any reference to a material uncertainty about the Company’s
and/or the Group’s ability to continue as a going concern in our auditor’s report should not be viewed
as a guarantee as to the Company’s and/or the Group’s ability to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the Companies or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
For the avoidance of doubt, any conclusions concerning the adequacy of the capital structure of the Company,
including the formulation of a view as to the manner in which financial risk is distributed between
shareholders and/or creditors cannot be reached on the basis of these financial statements alone and must
necessarily be based on a broader analysis supported by additional information.
Independent auditor’s report (continued)
to the members of
Grand Harbour Marina p.l.c.
97
Report on the Audit of the Financial Statements (continued)
Auditor’s Responsibilities for the Audit of the Financial Statements (continued)
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Audit Committee, we determine those matters that were of most
significance in the audit of the individual and consolidated financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on compliance of the Annual Financial Report with the requirements of the European Single
Electronic Format Regulatory Technical Standard as specified in the Commission Delegated Regulation (EU)
2019/815 (the "ESEF RTS”)
Pursuant to Capital Markets Rule 5.55.6 issued by the Malta Financial Services Authority, we have undertaken
a reasonable assurance engagement in accordance with the requirements of the
Accountancy Profession
(European Single Electronic Format) Assurance Directive
issued by the Accountancy Board in terms of the
Accountancy Profession Act (Cap. 281), hereinafter referred to as the “ESEF Directive 6”, on the annual
financial report of the Company and the Group for the year ended 31 December 2023, prepared in a single
electronic reporting format.
Solely for the purposes of our reasonable assurance report on the compliance of the annual financial report
with the requirements of the ESEF RTS, the “Annual Financial Report” comprises the Directors’ Report, the
Statement of Directors’ responsibilities, the Corporate Governance Statement of Compliance, the annual
financial statements, the prescribed disclosures of material contracts, General Company Information, and the
Independent auditor’s report, as set out in Capital Markets Rule 5.55.
Responsibilities of the Directors for the Annual Financial Report
The directors are responsible for:
•
the preparation and publication of the Annual Financial Report, including the consolidated financial
statements and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in
accordance with the requirements of the ESEF RTS,
•
designing, implementing, and maintaining internal controls relevant to the preparation of the Annual
Financial Report that is free from material non-compliance with the requirements of the ESEF RTS,
whether due to fraud or error,
Independent auditor’s report (continued)
to the members of
Grand Harbour Marina p.l.c.
98
Report on Other Legal and Regulatory Requirements (continued)
Report on compliance of the Annual Financial Report with the requirements of the European Single
Electronic Format Regulatory Technical Standard as specified in the Commission Delegated Regulation (EU)
2019/815 (the "ESEF RTS”) (continued)
and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into a
single electronic reporting format.
Auditor’s responsibilities for the Reasonable Assurance Engagement
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the
consolidated financial statements and the relevant electronic tags therein comply, in all material respects, with
the ESEF RTS, based on the evidence we have obtained. We conducted our reasonable assurance engagement
in accordance with the requirements of ESEF Directive 6.
The nature, timing and extent of procedures we performed, including the assessment of the risks of material
non-compliance with the requirements of the ESEF RTS, whether due to fraud or error, were based on our
professional judgement and included:
•
Obtaining an understanding of the Company’s and the Group’s internal controls relevant to the financial
reporting process, including the preparation of the Annual Financial Report, in accordance with the
requirements of the ESEF RTS, but not for the purpose of expressing an assurance opinion on the
effectiveness of these controls.
•
Obtaining the Annual Financial Report and performing validations to determine whether the Annual
Financial Report has been prepared in accordance with the requirements of the technical specifications of
the ESEF RTS.
•
Examining the information in the Annual Financial Report to determine whether all the required tags
therein have been applied and evaluating the appropriateness, in all material respects, of the use of such
tags in accordance with the requirements of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
reasonable assurance opinion.
Reasonable Assurance Opinion
In our opinion, the Annual Financial Report for the year ended 31 December 2023 has been prepared, in all
material respects, in accordance with the requirements of the ESEF RTS.
This reasonable assurance opinion only covers the transfer of the information in the Annual Financial Report
into a single electronic reporting format as required by the ESEF RTS, and therefore does not cover the
information contained in the Annual Financial Report.
Independent auditor’s report (continued)
to the members of
Grand Harbour Marina p.l.c.
99
Report on Corporate Governance Statement of Compliance
Pursuant to Rule 5.94 of the Capital Markets Rules issued by the Malta Financial Services Authority, the
directors are required to include in the Company’s Annual Financial Report a Directors’ Statement of
Compliance with the Code of Principles of Good Corporate Governance explaining the extent to which they
have adopted the Code of Principles of Good Corporate Governance set out in Appendix 5.1 to Chapter 5 of
the Capital Markets Rules, and the effective measures that they have taken to ensure compliance with those
principles.
The Corporate Governance Statement of Compliance is to contain at least the information set out
in Rule 5.97 of the Capital Markets Rules.
Our responsibility is laid down by Rule 5.98 of the Capital Markets Rules, which requires us to include a report
to shareholders on the Corporate Governance Statement of Compliance in the Company’s Annual Financial
Report.
We read the Directors’ Statement of Compliance with the Code of Principle of Good Corporate Governance
and consider the implications for our report if we become aware of any information therein that is materially
inconsistent with the financial statements or our knowledge obtained in the audit, or that otherwise appears
to be materially misstated.
We also review whether the Directors’ Statement of Compliance with the Code of
Principles of Good Corporate Governance contains at least the information set out in Rule 5.97 of the Capital
Markets Rules.
We are not required to, and we do not, consider whether the directors’ statements on internal control cover
all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance
procedures or its risk and control procedures.
In our opinion, the Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance set out on pages 13 to 24 has been properly prepared in accordance with the requirements of
Rules 5.94 and 5.97 of the Capital Markets Rules.
Report on Remuneration Report
Pursuant to Rule 12.26K of the Capital Markets Rules issued by the Malta Financial Services Authority, the
directors are required to draw up a Remuneration Report, whose contents are to be in line with the
requirements listed in Appendix 12.1 to Chapter 12 of the Capital Markets Rules.
Our responsibility is laid down by Rule 12.26N of the Capital Markets Rules, which requires us to check that the
information that needs to be provided in the Remuneration Report, as required in terms of Chapter 12 of the
Capital Markets Rules, including Appendix 12.1, has been included.
In our opinion, the Remuneration Report set out on pages 27 to 29 includes the information that needs to be
provided in the Remuneration Report in terms of the Capital Markets Rules.
Matters on which we are required to report by exception under the Companies Act
Under the Companies Act (Cap. 386), we have responsibilities to report to you if in our opinion:
•
Proper accounting records have not been kept;
•
Proper returns adequate for our audit have not been received from branches not visited by us;
•
The financial statements are not in agreement with the accounting records and returns; or
•
We have been unable to obtain all the information and explanations which, to the best of our
knowledge and belief, are necessary for the purpose of our audit.
We have nothing to report to you in respect of these responsibilities.
Independent auditor’s report (continued)
to the members of
Grand Harbour Marina p.l.c.
100
Auditor tenure
We were first appointed by the members of the Company to act as statutory auditor of the Company and the
Group for the financial year ended 31 December 2021. The period of total uninterrupted engagement as
statutory auditor including previous reappointments of the firm is 3 financial years.
Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee in accordance with the
provisions of Article 11 of the EU Audit Regulation No. 537/2014.
The audit was drawn up on 26 April 2024 and signed by:
Antoine Carabott as Director
in the name and on behalf of
Deloitte Audit Limited
Registered auditor
Central Business District, Birkirkara, Malta