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Annual Report & Financial Statements 31 December 2024 Contents
Statement by the directors on the financial statements and other information Statement by the directors on non-financial information Statement by the directors on compliance with the Code of Principles of Good Corporate Governance Other disclosures in terms of the Capital Market Rules Consolidated financial statements: Statement of comprehensive income Statement of financial position Statement of changes in equity Statement of comprehensive income Statement of financial position Statement of changes in equity Notes to the financial statements
Company registration number: C 26136
GROUP STRUCTURE
We are owners, investors, developers and operators of luxury hotels & real estate
We are a plc, with a stable shareholding base, comprising the founding family alongside funds & public investors.
OUR PORTFOLIO
OUR VISION IS TO BUILD CORINTHIA WORLDWIDE, NOT ONLY WITHIN EUROPE AND THE MIDDLE EAST, BUT EQUALLY IN THE WORLD’S MAIN GATEWAY CITIES AND RESORTS.
Board of Directors
ALFRED PISANI Chairman of International Hotel Investments plc. He founded the Corinthia Group in 1962 and has guided the Group and IHI ever since, spearheading investment and growth across three continents over five decades.
SIMON NAUDI Simon Naudi is the Managing Director and Group CEO of International Hotel Investments plc.
Simon joined Corinthia in 1997 and was primarily responsible for asset management, acquisitions and developments across Europe, the Gulf, North Africa and the USA. This included the acquisition, development and launch of the flagship Corinthia Hotel & Residences in London, as well as other luxury hotels and real estate under development in Brussels, Rome, Bucharest, New York, Riyadh, Doha, the Maldives, Beverly Hills and Turks & Caicos. Up until 2023, he was also CEO of Corinthia Hotels Limited, the operating arm of the Group.
MOUSSA ATIQ ALI Mr Atiq Ali is the General Manager of Libyan Foreign Investment Company (LAFICO) since 13 June 2021. He has previously occupied the post of Manager Director of Libya Africa Investment Portfolio (LAIP). He also occupied the position of Legal Consultant at the Libyan Investment Authority (LIA).
HAMAD BUAMIM President and CEO of the Dubai Chamber of Commerce and Industry and serves as the Deputy Chairman of the World Chambers Federation – ICC – in Paris. He is a member of the Board of Directors of the UAE Central Bank, Chairman of National General Insurance and Board Member of Union Properties.
JOSEPH PISANI Founder director and member of the main board of CPHCL Company Limited (CPHCL) as from 1962 and has served on a number of boards of subsidiary companies. From 2000 to 2014 he has served as Chairman of the Monitoring Committee of IHI.
RICHARD CACHIA CARUANA Joined the Board of IHI in 2022 as an independent director. He is also an Independent Director, Chairperson of the IHI Audit Committee and the IHI Remuneration and Nominations Committee. He has occupied senior positions within the Maltese government and the European Union. In particular, he was Malta’s Chief Negotiator for its EU accession negotiations, a long-serving Chief of Staff to the Maltese Prime Minister and Member of the EU’s Committee of Permanent Representatives.
FRANK XERRI DE CARO Joined the Board of IHI in 2005, having previously been the General Manager of Bank of Valletta p.l.c., besides serving on the boards of several major financial, banking and insurance institutions.
DOURAID ZAGHOUANI Chief Operating Officer of the Investment Corporation of Dubai (ICD). Previously, he was with Xerox for over 25 years, holding a number of senior management, sales and marketing posts in Europe and North America. Was Board Chairman of several Xerox companies; his last appointment was Corporate Officer and President, Channel Partner Operations for Xerox in New York.
MOHAMED MAHMOUD SHAWSH Joined the Board of IHI in 2022. Mr Shawsh holds the position of Chief Investment Officer at LAFICO. Prior to taking up this position in 2021, Mr Shawsh occupied several senior positions within subsidiaries of LAFICO and International Companies including BP Exploration, Libya. He is experienced in digital transformation, financial investments and risk management. Mr Shawsh holds a Bachelor’s degree in Accounting and Finance from the National Institute of Business Administration in Tripoli and a high diploma in accounting and finance, from the High Institute of Administrative and Financial Occupations, Tripoli.
ALFRED CAMILLERI Mr Alfred Camilleri, BA (Hons) Public Administration, M.Sc (Economics) has a long and varied career in statistics and in national and international financial, budgetary and economic affairs. He was active in national and European economic and financial policy circles. Additionally, he is a visiting lecturer at the University of Malta.
STEPHEN BAJADA Stephen Bajada is the Company Secretary of International Hotel Investments plc and its subsidiaries.
Since joining the Corinthia Group in 1998, he held several key positions and performed duties in various aspects of the business including that of Company Secretary of Mediterranean Investments Holding Plc, a leading real estate developer in North Africa, Company Secretary of several Corinthia Group and International Hotel Investments Plc entities, and directorships of a number of Corinthia subsidiaries. His involvement also includes other facets of the business particularly insurance procurement for all group entities.
Mr Bajada holds a Bachelor’s degree in business management from the University of Malta and is a member of the Forum of Company Secretaries.
Chairman’s Statement
Dear Shareholders,
It is my pleasure to present our Annual Report & Financial Statements for 2024.
Another twelve months have passed, and I’m pleased to report significant progress in the pursuit of our objectives and plans.
Firstly, we had committed to implement a strategy to recycle our capital by crystallising values of our real estate by way of asset sales, and to redeploy net funds to growth, shareholder returns and other investments. First on our agenda has been the marketing of the sale of our hotel in Lisbon, for which we are targeting a sale price in excess of our latest independent valuations. International brokers have been appointed and advanced offers are now being refined and negotiated. We are hopeful that such negotiations will reach a more advanced stage within the next three months, with a view to closing a sale. The process for the sale of Prague is being initiated for a sale in 2026.
In parallel, we have been working diligently to attract institutional investors to IHI. The objective here is to secure funding for new investments. For one, it is our wish to increase our shareholding in a new project we have started in Beverly Hills as also a similar luxury hotel and residential development in Turks & Caicos. We also wish to launch our Oasis hotel and residential project in Malta, pursue an investment in the Maldives development where we are already acting as the operator, and explore several other promising opportunities all over the world. Discussions are progressing on several fronts, and we are confident that potential investors should recognise the strength and value of our portfolio - negotiations are expected to reflect this through favourable terms in the share value being negotiated.
As reflected in our financial statements, our net share value has increased from €1.00 to a combined €1.46 per share - a substantial uplift to the value reported in December 2023. This €1.46 is a combination of the €1.1 per share as shown in our consolidated Balance Sheet, and a further €0.36 per share for our service companies CHL and QP which are not consolidated into our Group balance sheet in view of accounting standards. This increase, whilst still based on prudent parameters defined by stringent accounting standards, strengthens our position as we continue discussions with international investors.
On the operational front, I am also pleased to confirm that our newly opened hotel in New York, where we act as operators, has been positively welcomed to this high-profile market and is performing well. Much like the launch of the Corinthia London in 2011, when our brand reached new heights of recognition through the presence of flying our flag in this city, we also believe that our New York property will likewise give us a strong visibility in the American market, attracting more and more independent hotel developers and owners to seek our management expertise.
Following this, we successfully opened Corinthia Brussels - a hotel of outstanding quality in which we own a 50% shareholding - closely followed by Corinthia Bucharest, a luxury hotel where we provided project management services and now operate on behalf of a local investor. We now also look forward to inaugurating Corinthia Rome later this year.
Looking ahead, we have, sometime back, signed agreements to manage hotels in both Doha and Riyadh, which two properties are at an advanced stage of construction. Most recently, we concluded a significant partnership with API in Dubai for the development of a mixed-use project featuring a luxury hotel and branded residences. CHL will operate the hotel, while our subsidiary, QP, will provide project management and other related services.
These new openings and partnerships mark an exciting phase of growth and enhanced global recognition for our brand, reaffirming our commitment to excellence in hospitality.
As I have had the opportunity to explain in my previous presentations to you, we have been growing QP, our architectural and project management company which is a subsidiary of IHI. With offices in Malta, London and Dubai, QP is now securing increased international contracts, thereby diversifying its client base internationally.
Our real estate development company, C-REV, has now signed up to a hotel and office space in Beverly Hills which it intends to develop further. The investors behind this development will be tapping into our capital market for funding to invest and upgrade these properties in this prime and prestigious location.
In light of all this progress, and with continued optimism for the months ahead, I believe that the sale of assets on a phased manner and continued improving results from our businesses and new investments will place us in a position to get to a point where dividends become a regular feature of our business.
I have every confidence in our exceptional management team, whose dedication to Corinthia’s growth is unwavering. With the strategic oversight of the Board, I am positive that we will continue to achieve success across all fronts.
With best regards,
Alfred Pisani Chairman
Indirizz taċ-Chairman għas-sena li għalqet nhar il-31 ta’ Diċembru 2024
Għeżież azzjonisti,
Għandi l-pjaċir nippreżentalkom r-Rapport Annwali u d-Dikjarazzjonijiet Finanzjarji tagħna għas-sena 2024.
Għaddew tnax-il xahar oħra, u bi pjaċir nirrapporta progress sinifikanti fit-twettiq tal-objettivi u l-pjanijiet tagħna.
Konna kkommettejna li ser nimplimentaw strateġija biex nirriċiklaw il-kapital tagħna billi nikkristallizzaw il-valuri tal-propjetajiet immobbli permezz tal-bejgħ tal-assi, u li nirriallokaw il-fondi netti lejn tkabbir, dividend lill-azzjonisti u investimenti ġodda. L-ewwel fuq l-aġenda tagħna kien hemm il- bejgħ tal-lukanda tagħna f’Lisbona, li għaliha qed nimmiraw prezz tal-bejgħ li jaqbeż l-aħħar valutazzjonijiet indipendenti tagħna. Għal dan il-għan il-Kumpanija ħatret sensara internazzjonali u l-offerti li rċevejna qed jiġu n-negozjati. Nittamaw li dawn in-negozjati jilħqu stadju aktar avvanzat fit-tliet xhur li ġejjin u jiġi konkluż il-bejgħ. Il-proċess għall-bejgħ tal-lukanda ta Praga se jinbeda bit-tir li l-bejgħ iseħħ fl-2026.
Fl-istess waqt, qed naħdmu b’mod diliġenti biex nattiraw investituri istituzzjonali lejn l-IHI. L-għan hawnhekk huwa li nġibu finanzjament għal investimenti ġodda. L-ewwel nett, nixtiequ nżidu l-ishma tagħna fi proġett ġdid li bdejna f’Beverly Hills kif ukoll f’lukanda ta’ lussu simili u żvilupp residenzjali f’Turks & Caicos. Nixtiequ wkoll inniedu l-proġett tagħna ta’ lukanda u żvilupp residenzjali Oasis f’Malta, inkomplu investiment ta’ żvilupp fil-Maldives fejn diġa` qed naġixxu bħala l-operatur, u nesploraw diversi opportunitajiet oħra promettenti madwar id-dinja kollha. Id-diskussjonijiet għaddejjin fuq diversi fronti, u ninsabu fiduċjużi li l-investituri potenzjali għandhom jirrikonoxxu s-saħħa u l-valur tal-portafoll tagħna. In-negozjati huma mistennija li jirriflettu dan b’mod favorevoli fil-valur tal-ishma li qed jiġi negozjat.
Kif rifless fir-rapporti finanzjarji tagħna, il-valur nett tal-ishma tagħna żdied minn €1.00 għal €1.46 kull sehem — żieda sostanzjali meta mqabbla mal-valur irrapportat f’Diċembru 2023. Dan il-€1.46 tinkludi €1.10 għal kull sehem kif muri fil-Karta tal-Bilanċ ikkonsolidata tagħna, flimkien ma’ €0.36 oħra għal kull sehem relatati mal-kumpaniji tas-servizzi tagħna CHL u QP li mhumiex ikkonsolidati fil-Karta tal-Bilanċ tal-Grupp tagħna minħabba l-istandards tal-kontabilita`. Din iż-żieda, għalkemm ibbażata fuq parametri prudenti skont l-istandards ta-kontabilita`, issaħħaħ il-pożizzjoni tagħna hekk kif inkomplu d-diskussjonijiet ma’ investituri internazzjonali.
Fuq il-front operattiv, bi pjaċir nikkonferma wkoll li l-lukanda tagħna li għadha kemm infetħet fi New York, fejn aħna naġixxu bħala operaturi, intlaqgħet b’ mod pożittiv f’dan is-suq ta’ profil għoli u sejra tajjeb. Simili ħafna ta’ kif ġara bil-ftuħ tal-Corinthia London fl-2011, meta l-‘Brand’ tagħna laħqet livelli ġodda ta’ rikonoxximent permezz tal-preżenza tagħna f’din il-belt, nemmnu wkoll li l-proprjeta’ tagħna fi New York se tagħtina viżibilita’ qawwija fis-suq Amerikan, u tattira aktar u aktar żviluppaturi u sidien indipendenti ta’lukandi biex ifittxu l-kompetenza maniġerjali tagħna.
Wara dan, ftaħna b ’suċċess il-Corinthia Brussels — lukanda ta’ kwalita` eċċezzjonali li fiha għandna sehem ta’ 50% — segwita, ftit wara, minn Corinthia Bucharest, lukanda lussuża fejn ipprovdejna servizzi ta’ project management u li anke issa qed noperawha f’isem investitur lokali. Issa nistennew bil-ħerqa l-inawgurazzjoni ta’ Corinthia Rome aktar tard din is-sena.
B’ħarsa’ l quddiem, xi żmien ilu, iffirmajna kuntratt biex nimmaniġġjaw lukandi kemm f’Doha kif ukoll f’Riyadh, liema żewġ proprjetajiet jinsabu fi stadju avvanzat ta’ kostruzzjoni. Aktar recentement, ikkonkludejna ftehim importanti mal-API f’Dubai għall-żvilupp ta’ proġett ta’ użu varjat li jinkludi lukanda lussuża u residenzi ta’ livell għoli. CHL se topera l-lukanda, filwaqt li s-sussidjarja tagħna, QP, se tipprovdi project management u servizzi oħra relatati.
Dawn l-opportunitajiet ġodda jimmarkaw fażi eċitanti ta’ tkabbir u rikonoxximent globali għall-marka tagħna, filwaqt li jaffermaw mill-ġdid l-impenn tagħna għall-eċċellenza fl-ospitalita`.
Kif kelli l-opportunita` nispjegalkom fil-preżentazzjonijiet li kont għamilt fil-passat, ilna naħdmu sabiex inkabbru lill- QP, il-kumpanija tal-arkitettura u l-ġestjoni tal-proġetti tagħna li hija sussidjarja ta’ l-IHI. B’ uffiċċji f’Malta, Londra u Dubai, QP issa qed tikseb aktar kuntratti internazzjonali, u b’hekk qed tiddiversifika l-klijentela tagħha internazzjonalment.
Il-kumpanija tal-iżvilupp immobiljari tagħna, C-REV, issa ffirmat ftehim għal lukanda u spazju għall-uffiċċji f’Beverly Hills li beħsiebha tiżviluppa aktar il-quddiem. L-investituri wara dan l-iżvilupp ser ifittxuu finanzjament minn swieq publiċi f’Malta biex ikunu jistaw jiffinanzjaw il-proġett li jinsab f’dan il-post prestiġjuż.
Fid-dawl ta’ dan il-progress kollu, u b’ottimiżmu kontinwu għax-xhur li ġejjin, nemmen li l-bejgħ tal-assi b’mod gradwali u t-titjib kontinwu tar-riżultati min-negozji u l-investimenti l-ġodda tagħna se jpoġġuna f’pożizzjoni li naslu f’punt fejn id-dividendi jsiru karatteristika regolari tan-negozju tagħna.
Jien għandi kull fiduċja fit-tim maniġerjali eċċezzjonali tagħna, li d-dedikazzjoni assoluta taghhom ser twassal għal aktar tkabbir tal-Corinthia. Bis-sorveljanza strateġika tal-Bord, jien pożittiv li se nkomplu niksbu suċċess fil-fronti kollha.
Bl-isbaħ tislijiet Chairman
CEO’s Report
REPORT ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
April 2025
Dear Shareholders,
It is my pleasure to present our Annual Report & Financial Statements for the year ending December 2024 and to share some thoughts on our trajectory as we progress down a path of rapid growth across all corners of the world.
Firstly, a reminder of our principal activities.
IHI is a real estate investor, developer and operator, fo c using primarily on luxury hotels and serviced residences carrying our proprietary Corinthia Brand. Our core goal is the continued growth of our Brand as a significant player in the field of luxury travel and accommodation, and in so doing, benefitting from the entire value chain of investment, development and management of luxury hotels and serviced residences.
Our business was originally founded in 1962 and has operated as a publicly traded company for 25 years. Since then, we have built a strong asset base now valued at close to €1.9 billion, which is the combined value of each of our owned hotel and real estate properties as determined by independent sources. This asset base does not include the additional value of the service companies and their brands, mainly Corinthia Hotels Limited (CHL), a management company, and QP, a design, engineering and project management company. These assets are accounted for in the fair value of the subsidiaries in the standalone company's financial statements.
Our activity in 2024 has been focused around a set of key strategic objectives whose results are real, tangible and increasingly bearing fruit in 2025 and beyond, ultimately aiming for a quantum leap in profitability.
These objectives include
My report will cover each of these objectives in the context of our work in 2024 and our challenges ahead.
Asset Management
Throughout 2024, we have focused on asset management plans for each of our 13 owned hotels and properties.
In some cases, your Board has determined that the time is right for us to seek asset sales.
Demand for property in Portugal is high, and our Corinthia Hotel here, now recently entirely refurbished, has proven to be a prime target for international and local investors giving us an opportunity to crystallise our investment whilst retaining a contract to manage the hotel as a Corinthia in return for fees. Formal processes were started with the appointment of international advisors and brokers. Bids have since been received and are being evaluated and currently being negotiated.
In Prague, your Board’s evaluation has been driven by the property’s physical attributes as an upscale conference hotel, which is less suited to our Corinthia Brand positioned exclusively in the space of luxury leisure travel. As an interim measure, we have leased the hotel to a local Czech operator with guaranteed income to IHI, allowing us time to launch a formal process in 2025 to seek bids for an outright sale in 2026.
Other properties have been slated for medium to long-term hold, mostly for their profit and cashflow contribution, but equally to serve as anchors for the Corinthia brand and our management company CHL. These include our hotels in London, Brussels, Tripoli, St. Petersburg, Budapest and the Corinthia Palace in Malta. Our focus here as asset owners has been that of continual renewal and targeted CAPEX in our product coupled with financial efficiencies in our operations. On this front, we have formalised a team, inside of IHI to direct our strategy as owners, and to oversee CHL to deliver the best service at the least cost.
In the case of Brussels, where IHI owns a 50% stake, we have completed what was a technically challenging project, which required the demolition and reconstruction of the original 1909 hotel whilst retaining the historically protected façade and ground floor grand halls. This hotel has since been launched to wide acclaim, hailed as the first Palace hotel in Belgium, and now firmly in full operation with the highest room rates in the country and a growing patronage for the hotel’s restaurants and leisure amenities.
The remaining properties we own are five others in our home base in Malta, where we are exploring redevelopments or repositioning as a means to extract full value from our assets. This applies to our three adjacent properties in the St George’s peninsula, as well as the Golden Sands Hotel, where we have successfully completed a buy-back process to rid the property of practically all of its timeshare encumbrances. This has paved the way for an ongoing review on the best positioning and long-term plan for what could arguably become the finest leisure hotel in Malta.
Next door, where we own an 82,000m 2 tract of prime land, known as the Oasis, we are seeking permits to develop the Island’s first low-density high-end mixed-use luxury Corinthia hotel and residential project. Zoning permits to allow both hotel and residential use are now in hand, and we eagerly await planning permission for a 161-room hotel and 25 serviced villas for sale, expected to be granted imminently in 2025.
Dear shareholders, our over-riding policy as asset owners for each of our 13 owned hotels and land plots acquired over our 25-year history is that of determining the best use for these assets and setting out to realise their maximum valuation and return by way of sales, CAPEX and/or efficient operations.
Balance Sheet
The impact of this asset management focus is manifested most clearly in our balance sheet.
Throughout 2024, and into 2025, we have worked closely with our independent valuers and auditors to seek advice and validation of the correct valuations to be recorded in our balance sheet. Of course, we are well aware that eventual sales of any assets should drive even higher proceeds than those recorded in our formal valuations, which are themselves driven by stringent IFRS parameters. However, we are nonetheless pleased to note that your Board’s focus on this aspect of our Group has resulted in certain uplifts being recorded in the 2024 balance sheet amounting to c. €90 million in gross values of real estate, of which €13 million is also being recorded as fair value uplifts in our Profit & Loss Statement.
Over and above, we have this year for the first time undertaken a formal valuation of our service companies, Corinthia Hotels Limited [CHL] and QP, whose enterprise value cannot be recognised in our consolidated balance sheet on account of IFRS rules but which is being noted and recorded in that of the company itself.
Of particular note, we must highlight the valuation being given to CHL , a company that has no physical assets other than its newly-acquired corporate office in London , but whose team of 80 professionals provides management, distribution and marketing services across 27 hotels, including those owned by IHI and others owned by thi rd parties. These services are covered by long-term 20-year+ contracts and create cashflows to IHI by way of fee income, without any need for significant capital. This has a value in and unto itself which is easily realisable should we ever wish to carve out CHL into a separate listing and/or form of ownership.
Independent valuers from the UK specialising in the hotel sector were contracted to provide an opinion, which based on actual contracts in hand and an expectation of some degree of further growth, established a valuation for CHL of €355 million. Your board, acting prudently on the advice of our auditors and taking into account additional prudent assumptions in line with IFRSs, have agreed to book this value in our financial statements at €259 million, resulting in an uplift of €208 million relative to what was recorded in 2023 after taking consolidation adjustments into account.
This is a notable step forward, which validates your Board’s decision of some years ago to invest heavily in human, marketing and technology resources in CHL, aiming to establish the Corinthia brand globally and attract more and more contracts to manage hotels for third party investors. The results of this strategy are for all to see with contracts in place for new hotels recently opened in Brussels, of which we own half, as well as independently owned hotels in New York and Bucharest in 2024 and others under construction or in the early development phases with third party capital in Maldives, Doha, Riyadh, Dubai, Beverly Hills and the Caribbean.
We have also in 2024 effectively launched a new brand in CHL, that is named Verdi Hotels, to cater for a more accessible upscale and lifestyle product and clientele. This brand has its own leadership team in CHL but works off distribution and internal platforms already in place thus maximizing economies of scale. Our first Verdi Hotels include some of our owned hotels which are not in the luxury markets and were thus not being appropriately represented by the Corinthia Brand’s branded marketing platform. Whilst starting out almost as a necessity to us, the scope for international growth of the Verdi brand is global and real and contracts with third party owners providing the Verdi brand and management services have already been signed and launched.
The same applies to QP, an important company in our Group not only for its intrinsic valuation, but equally for the one-stop, readily available design and project management talent it provides to IHI, albeit more so to third party clients in Malta and now, increasingly, on an international stage in Europe and the Gulf. Here too, we engaged the professional services of reputable valuers who provided a valuation of €22 million, erstwhile recorded in 2023 at €7 million.
All of the above now means that the combined valuation of IHI and our key subsidiaries as recorded in the relevant part of our financial statements stands at €1.46 per share after netting off debt and other liabilities . This is a combination of the €1.1 per share as shown in our consolidated accounts, and a further €0.36 per share for our service companies CHL and QP which are not accounted for in our Group balance shee t but included in the Company’s balance sheet as part of the fair value of its subsidiaries .
Your Board strongly believes this valuation will continue to improve in the immediate term.
Firstly, the asset management plan in hand, as des c ribed earlier in my report, provides for significant redevelopments and asset sales whose proceeds will be employed mostly to reduce overall debt in the Group and clear out accumulated losses, thus paving the way for dividend returns to shareholders and investments in new projects.
Secondly, we are pursuing tremendous growth in CHL and QP globally. More and more investors are seeking our Corinthia brand and management services. An entirely new team has been engaged in CHL specifically to seek out and achieve such growth. Following intense industry and media noise surrounding the opening of prime location luxury Corinthia hotels in 2024 and 2025, our Brand is now firmly established as a global player. Hotel developers worldwide are taking note and a pipeline of opportunities is already under negotiation across all corners of the globe.
2024 Performance
Allow me to now turn to a review of our operating performance in 2024.
We have described how we are projecting significant increases in years ahead in profits derived from fee income in CHL and QP. These companies will be the mainstay of our growth.
As of now, however, in 2024, our core financial metrics remain dominated by income from our owned hotels. It is reassuring therefore to note that gross profits in these owned hotels increased by 14 % in 2024 over 2023.
Owned Hotels [Gross Operating Profits]
Corinthia Hotel Brussels soft opened in December 2024.
Rent Income & other Business [Highlights]
IHI also owns other commercial assets and hotels which are leased out to tenants. Here too, we have made progress and we especially note that our St Petersburg commercial centre is - for the first time since we developed this office and retail centre - now fully let. The results below are stated in Euro and take into account currency movements between our Rouble income and our Euro reporting. In Tripoli, rent income is showing a reduction in net income following a rent re-set agreement with one of our tenants whose term had expired and whose contract was renewed at a discounted, albeit market-led rate.
[*] represents 9- months’ rent less prior operating losses, increasing to c. €6.1m net income annually
Of note too is income from our industrial catering and Costa franchise operation in Malta, where prior years’ COVID-related losses have been turned around and are now operating at an EBITDA profit contribution of €0.8 million, a €1.2 million turn around. This business has been given a fresh leadership team with a brief to consolidate efficiencies locally and seek growth internationally. Preliminary agreements to tap into logistics-supply contracts with the Algerian oil and gas industry have been signed in this regard.
The above translates into a consolidated EBITDA of the Group of €62 million, a marginal increase over 2023, but noting that c. €9m of new costs were incurred in 2024 to cover added human resources and marketing activity for new projects and pre-opening phases of contracted hotels under development.
Our expectation based on projects in hand and signed contracts for fee income to CHL and QP is that EBITDA will grow significantly in the near term, as our new hotels open, generating new income with no need for added investment or management costs. Simultaneously, as we work our way down the Income Statement, we should expect interest costs to come down as debt is paid down over the years ahead and to a degree, the possibility of reduced rates globally. Interest costs in 2024 increased to €44.4 million relative to €38.8 million in 2023, a combination of rising interest rates but more so on account of further draw downs on loans for the Brussels project.
All in all, however, as operating cashflow profits rise and fair values of our real estate continue to be recorded, our net position after tax is now at quasi break-even, with the prospect of significantly improved results in years ahead. Truly, the financial challenges presented by COVID, increased borrowings to finance growth and the completion of committed investments are now all behind us, and we look forward to a period of rising profitability in years ahead.
New Developments
I have throughout this report referred to a future for IHI reliant on minimal capital by pushing our service companies CHL and QP to the fore. Over the years, IHI has accumulated significant know-how and goodwill in these companies in the field of hotel management and project management. We are now capitalising on this knowhow by offering these services to investors worldwide. These include new contracts for CHL for hotels in Doha, Riyadh, the Maldives.
Our group does however possess another core area of expertise beyond hotel operations and project management, and that is the acquisition, financing, planning and redevelopment of real estate in the hotel and serviced residential sectors.
In 2024, we crystallised this experti s e in the form of a new division, soon to be carved out as a company in its own right, to be known as C-REV, or Corinthia Real Estate Ventures. We have formed a team comprising senior executives dedicated to C-REV to explore real estate deals in the USA and Europe, organise projects in terms of feasibility, planning and design, raise financing from external sources, and see these through to completion for onward sale, all along utilising third party capital and receiving fees and promote interests on future profits.
This venture has got off to a flying start with signed projects in Beverly Hills, California, and Grace Bay on Turks & Caicos, both world class destinations. These developments will lead to further contracts for our CHL and QP, thus also expanding the Corinthia Brand’s global footprint. However, now that we are providing this development service in a structured manner, we will also generate interesting returns on our investment in these new ventures, which mostly comprises our time and pre-development costs in putting these deals together.
In Beverly Hills, we have already raised a significant portion of the funding required for a first phase, by way of a joint venture entered into between IHI and the Action Group of Kuwait, who have funded 90% of the initial costs to acquire two existing boutique hotels in a prime location. Our IHI Action Joint Venture has also signed contracts to acquire a neighbouring prime property which will complete an interesting assemblage on which C-REV will then proceed to plan for a major development featuring a Corinthia Hotel & Residences. Part funding for this extension will be sought from the Maltese capital markets, subject to ongoing regulat o ry review. Our interests as a 10% shareholder in the IHI Action JV extends beyond this capitalisation of our time and expenses. We have also negotiated and signed up for preference and promote returns to C-REV beyond certain return hurdles for all shareholders. This is a prime example of how IHI is using its expertise to generate returns and contracts for all of our service companies without the need to act as a primary investor in our own right.
Similarly, we will shortly be announcing similar agreements, which have been signed, to provide the same service and join the current US owners of a prime piece of vacant land on the famed Grace Bay on the Turks & Caicos Islands in the Caribbean. Our plan here is to organise funding for a closing in 2026 and meanwhile design a luxury hotel and residential resort and seek permits from the local authorities.
In this vein, we are looking at real estate projects in the USA and the main destinations in Europe. Just as CHL and QP are now well on their way to becoming international players in their respective fields, likewise C-REV has started out with two impeccable projects in prime locations.
Lease payments to owners in our industry tend to based on % of total revenues, with backup minimum guarantees offered by the leasing company’s parent company, in our case IHI. Certain markets, such as Germany and now Italy too , are traditionally driven by the leasing of hotels owned by funds or financial investors, seeking guaranteed returns, as opposed to owners who wish to retain the hotels’ profits and are therefore more inclined to nominate management companies with no guarantees in return for lower fees.
Of course, the flip side to this lease and guarantee structure is that our lessee can make a claim for a higher proportion of profits to be generated, as opposed to solely receiving fees for management services. Internally, our leasing company will appoint our own CHL to provide management services for standard fees. A ll in all, this is another vehicle in our IHI portfolio which, being handled with prudence , will contribute key assets to our growing Corinthia branded portfolio in selective key markets , as has been achieved in Rome.
Sustainability
As an EU plc, we are coming under increasing regulatory oversight which works to our shareholders’ and counter-parties’ reassurance. Throughout 2024, this regulatory oversight continued to extend beyond the company’s financial perimeter, and into the realm of sustainability. Legislation has been adopted which whilst not yet transposed to Malta and other EU countries, is heralding a formal duty on the company to embrace sustainability policies and publicly report on material environmental, social and governance aspects of our business footprint.
Your Board has directed that the Group embraces the spirit and letter of the incoming oversight into the core of our growth and operational philosophy. This commitment has resulted in a new sustainability policy endorsed in 2024 and the setting up of a sustainability framework across the Group with the establishment of a Corporate ESG Supervisory Committee (CESC) reporting into the Audit Committee and myself as Group CEO. The creation of this sustainability framework was guided all along by the expertise of external consultants, who have helped us shape a live sustainability strategy that whilst grounded in our realities, sets high-level goals across environmental, social and governance targets. I urge you to read this important part of our Statement by the Directors on Non-Financial Information.
Final Thoughts
My final thoughts over 2024 turn to the Board of Directors and senior executive team with whom I have had the pleasure of working.
Your Board is an active Board and meets regularly. Its sub committees cover Internal Audit, Remuneration and Investment matters. Like w ise, these committees are active, vocal and supportive of our strategies and decisions as ultimately ratified at Board level. For this, I wish to thank each of my fellow Board members and especially our Chairman for his continued leadership, energy and vision.
At management level, we have spent a good part of 2024 putting further structure around the senior team at IHI and our principal subsidiary companies.
I must here applaud IHI’s senior team comprising Michael Izzo, Chief Strategy Officer, Neville Fenech, Chief Financial Officer, and Clinton Fenech, Chief Legal Counsel, who are involved in every aspect of our business as outlined in my report.
Likewise, in 2024, we have consolidated our leadership teams in each of CHL, QP and now, C-REV too. Simon Casson joined us as CEO at CHL, following a 30-year career at Four Seasons, bringing with him a wealth of experience and organisational capabilities in operating luxury hotels worldwide. CHL is a well-organised company with a senior team of its own, a collection of veteran Corinthia executives and fresh blood drawn from best-in-class organisations. These now also include Paul Pisani who has taken charge of the creation and launch of the Verdi Brand and has in 2024 been confirmed as the brand’s President.
Reuben Xuereb continues to act as the CEO of QP, but has extended his responsibilities to cover other senior roles in the Group in the fields of development and industrial activities.
The Board ratified the appointment of Marcus Pisani and Alex Chazkel as Managing Partners of C-REV, our real estate development arm, both of who have played key, leadership roles in taking this new branch of IHI off to a flying start.
Finally, a word of gratitude to yourselves, our shareholders, large and small.
Our Chairman has long spoken of the Spirit of Corinthia as the invisible force that gives our company a dynamic and entrepreneurial drive to fight for business across all corners of the globe. You, all our shareholders, are very much the cornerstone of this Spirit and continue to provide inspiration and motivation to deliver on all fronts, for which I and our entire team thank you in earnest and promise to continue to work smartly to repay your confidence.
Simon Naudi Group CEO & Managing Director
Directors’ Report -Year ended 31 December 2024 The Directors present their report on International Hotel Investments p.l.c. (the ‘Company’) and the Group of which it is the parent for the year ended 31 December 2024.
Principal activities
International Hotel Investments p.l.c. carries on the business of an investment company in connection with the ownership, development and operation of hotels, residential and commercial real estate. The Company owns a number of investments in subsidiary and associate companies (as detailed in the notes to the financial statements), through which it furthers the business of the Group.
Review of business development and financial position
Total reven ue for the year under review increased to €306.8 million from €287.8 million last year, an increase of 7%. In reviewing this performance, it is important to note that the financial performance for 2024, particularly for the Group’s operations in Russia, continued to be affected by the military conflict between Russia and Ukraine which commenced in February 2022. As disclosed in Note 5.2, this conflict led to international sanctions on Russia and effected the Group’s results and assets held in Russia. The geopolitical situation between Russia and the west resulted in a drop in international business. Despite this, the hotel still increased occupancy levels in 2024 in view of the local trade that the hotel always enjoyed.
On the strength of the increased revenue, the Group recorded a gain on operating results before depreciation and fair value movements of €62.4 million, an increase of €2.1 million on the €60.3 million registered last year. This after deducting one-off preopening costs in 2024 amounting to €6.1 million, relating to the opening in Rome and Brussels.
In 2024, the Group is reporting in its Income Statement, an exchange gain of €0.8 million compared to a loss of €1.2 million in 2023.
In 2024, the Group recognised in its Income Statement, uplifts on its investment properties amounting to €6.2 million. These related mainly to an uplift of €3 million on the Tripoli Commercial Centre, an uplift of €2.6 million on the Prague property and an uplift of €1 million on the St. Petersburg Commercial Centre, offset by a decrease in fair value of €0.3 million on the apartments in Lisbon and €0.2 million on the offices in London.
Furthermore, an amount of €6.5 million was also recognised in the Income Statement in relation to an impairment reversal on the Corinthia Hotel Tripoli. This was partially offset by an impairment of €0.2 million on the office block in London.
During the current year, the Group also recognised significant fair value uplifts across several properties. These include an increase of €27.7 million on the Lisbon hotel, €15.4 million on the Corinthia Hotel London, €12.0 million on the Radisson Golden Sands Hotel, €9.3 million on the Corinthia Oasis, €8.3 million on the Corinthia Hotel St. Petersburg and €6.3 million on the Prague property. These gains were partially offset by a €3.0 million fair value loss on the property in Hungary, attributed to a delayed recovery in this operation due to ongoing inflationary pressures.
The Group recorded a combined currency translation gain of €15.1 million in Other Comprehensive Income, relative to a loss of €20.8 million registered in 2023 . The strengthening of the Pound Sterling in 2024, relative to the reporting currency of the Group, which is the Euro, resulted in a gain on translation of the investment in London. This was partially offset by the weakening of the Rouble in relation to the Group’s operations in Russia.
The Group registered total comprehensive income of €74 million in 2024 compared to a gain of €18.5 million in 2023. The share of total comprehensive income attributable to the shareholders of IHI amounted to €61.1 million for the year under review. The corresponding figure for 2023 was €6.4 million.
At 31 December 2024, the Group is reporting a pos itive working capital of €105.1 million, relative to a working capital of €6.3 million reported in 2023. As disclosed in Note 24, during the current year, the Corinthia Hotel Lisbon valued at €144 million was reclassified to assets held for sale and is thus included with current assets. The 2024 current liabilities include a bond of €45 million which is due for redemption in May 2025. To partially refinance this bond, the Group issued a €35 million bond and has already successfully secured the necessary funding.
Future developments
In parallel, the Group is also focusing on capitalising on its expertise in real estate acquisition, financing, planning and redevelopment within the hospitality and serviced residential sectors. This is spearheaded by a new division, C-Rev, set up in 2024 which focuses on exploring real estate deals in the USA and Europe. This venture has already signed projects in Beverly Hills, California and Grace Bay on Turks & Caicos. Besides generating fee income, these projects will also lead to new engagements for CHL and QP, in addition to further strengthening the Corinthia Brand’s global footprint.
Separate to C-Rev, a wholly owned leasing company has been set up to undertake long-term rent commitments for new hotels developed by third parties. This entity will enter into leasing and operating arrangements for flagship properties owned by third parties, as is the case for the Corinthia Rome Hotel.
In Malta, the zoning permits for the Oasis project have been secured and planning permits for the hotel and serviced villas are expected in 2025.
Going concern
The Directors have reviewed the Company’s and the Group’s operational cash flow forecasts. Based on this review, after making enquiries, and in the light of the current financial position, the existing banking facilities and other funding arrangements, the Directors confirm, in accordance with Capital Markets Rule 5.62, that they have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future.
Principal risks and uncertainties
The Group started trading in 2000, undertaking a strategy of rapid expansion. The hotel industry globally is marked by strong and increasing consolidation and many of the Group’s current and potential competitors may thus have bigger name recognition, larger customer bases and greater financial and other resources than the companies within the Group.
The Group is subject to general market and economic risks that may have a significant impact on the valuations of its properties (comprising hotels and investment property). A number of the Group’s major operations are located in stable economies.
The Group also owns certain subsidiaries that have operations situated in emerging or unstable markets. Such markets present different economic and political conditions from those of the more developed markets and present less social, political and economic stability. Businesses in unstable markets are not operating in a market-oriented economy as known in other developed or emerging markets. Further information about the significant uncertainties being faced in Libya and Russia are included in Note 5 .
The Group is exposed to various risks arising through its use of financial instruments including market risk, credit risk and liquidity risk, which result from its operating activities.
The most significant financial risks as well as an explanation of the risk management policies employed by the Group are included in Note 41 of the financial statements.
Reserves
The movements on reserves are as set out in the statements of changes in equity.
Board of directors
Mr Alfred Pisani (Chairman) Mr Simon Naudi (Managing Director) Mr Richard Cachia Caruana (Senior Independent Non-Executive Director) Mr Joseph Pisani Mr Frank Xerri de Caro Mr Moussa Atiq Ali Mr Hamad Buamim Mr Douraid Zaghouani Mr Mohamed Mahmoud Shawsh Mr Alfred Camilleri
Statement of Directors’ responsibilities for the Financial Statements
The Directors are required by the Maltese Companies Act, (Cap. 386) to prepare financial statements which give a true and fair view of the state of affairs of the Company and the Group as at the end of each reporting period and of the profit or loss for that period.
In preparing the financial statements, the Directors are responsible for:
Even though not required by law, the Group has set up an independent audit committee which meets regularly.
The Directors are also responsible for designing, implementing and maintaining 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, and that comply with the Maltese Companies Act, (Cap. 386). They 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.
Auditors
The term of PricewaterhouseCoopers came to an end with the publication of the financial statements for the period ended 31 December 2024 and their presentation at the forthcoming AGM on 10 June 2025.
As per Article 17(1) of Regulation (EU) No 537/2014 (2014) which specifies mandatory audit firm rotation and the time period for which PIEs shall appoint a statutory auditor, the Company is going out to re-tender its audit requirements. A recommendation will be made to appoint the Company’s auditors at the forthcoming AGM on 10 June 2025.
Signed on behalf of the Board of Directors on 29 April 2025 by Alfred Pisani (Chairman) and Richard Cachia Caruana (Senior Independent Non-Executive Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
Registered Office 22 Europa Centre, John Lopez Street, Floriana FRN 1400, Malta
STATEMENT BY THE DIRECTORSOn the Financial Statements and other information included in the Annual Report
Pursuant to Capital Markets Rules 5.68, we, the undersigned, declare that to the best of our knowledge, the financial statements included in the annual report and prepared in accordance with the requirements of International Financial Reporting Standards, as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and results of the Company and its undertakings included in the consolidation taken as a whole and that this report includes a fair review of the development and performance of the business and position of the Company and its undertakings together with a description of the principal risks and uncertainties that they face. STATEMENT BY THE DIRECTORSOn non-financial information
This report on non-financial information provides an overview of the various actions taken by International Hotel Investments p.l.c. (the ‘Company’) as the parent company, and its subsidiaries (the ‘Group’), to enhance sustainability efforts in its operations and corporate responsibility initiatives. As described in more detail in the annual report, the Group is a hotel operator as well as a real estate developer. The Group is also engaged in the ownership and leasing of investment property. The Group is deeply committed to upholding sustainability principles across three vital pillars, essential for its continued growth:
The Group strives to achieve the highest standards in the most sustainable way possible, ensuring that the resulting benefits are enjoyed by its shareholders, clients, and the wider community, alike. The primary objective is to align with multiple Sustainable Development Goals (SDGs) set out by the United Nations in 2015 for the 2030 Agenda for Sustainable Development. These goals are designed to foster development that aims to eradicate poverty, protect the planet, and ensure peace and prosperity. The primary objective is to align with multiple Sustainable Development Goals (SDGs) set out by the United Nations in 2015 for the 2030 Agenda for Sustainable Development. These goals are designed to foster development that aims to eradicate poverty, protect the planet, and ensure peace and prosperity. The Company’s activities will, for the time being, prioritise these key SDGs; good health and well-being, gender equality, decent work and economic growth, responsible consumption and production and climate action. All actions should contribute to one or more of these goals without adverse effects, all while tackling climate change and working to preserve our natural environment. This report will delve into the actions and plans developed by the Group to improve its sustainability footprint and meet regulatory disclosure requirements. ENVIRONMENTAL SUSTAINABILITYThe Group has recognised the critical importance of sustainability, stemming not only from the realities of climate change, but also from the ever-growing awareness of employees, customers and financial institutions regarding environmental and social responsibilities. The Group believes that an authentic approach to sustainability principles is fundamental for making a positive impact. This commitment extends beyond environmental conservation to enhancing the well-being of its workforce, customers and the broader society, recognising proper governance as pivotal in achieving this. In view of this, the Group has strategically embraced sustainability into the core of its growth and operational philosophy. This commitment has resulted in a new sustainability policy endorsed in 2024 and the setting up of a sustainability framework across the Group with the establishment of a Corporate ESG Supervisory Committee (CESC). The sustainability framework has been further enhanced through the expertise of external consultants, with the development of a live sustainability strategy that sets high-level goals covering all three pillars of ESG. Corporate Sustainability Reporting Directive (CSRD) The CSRD preparation was finalised and Double Materiality Assessment completed with our external consultants. The defined material data points requiring reporting were identified. Gaps in data, especially related to the value chain and Scope 3 were identified and plans put in place to tackle this over the next two years. The CSRD was not transposed into Maltese Law by the end of year, so, as guided by the MFSA, reporting continued under the previous NFRD rules. Work on improving data collection began and will be gradually implemented throughout 2025 and 2026. Strategy IHI’s Sustainability Strategy was finalised during the year along with a new Sustainability Policy that sets our main ESG goals. The Board approved this policy towards the end of the year. The sustainability organisational framework was strengthened with the formation of the CESC which reports to the CEO and the Audit Committee. The CESC’s role is to lead and drive Sustainability and ESG efforts across both strategic and day-to-day operations to ensure that there is a solid system in place to guide, oversee and track the Company’s progress. Its responsibilities include:
The CESC will provide periodic updates and make recommendations to the Board on any major changes that may necessitate changing the Sustainability Policy and Framework and Strategy arising from Regulatory Obligations and/or Sustainability practices in the industry.
The Group’s Sustainability Strategy is built around three main pillars – Planet, People, and Governance – all grounded in our core belief of ‘Uplifting lives’. Each pillar includes key focus areas that are reviewed and, if needed, updated every three years. This ongoing process helps us keep improving our sustainability efforts while staying true to our purpose.
Planet · Climate & Energy · Water · Circularity & Heritage
People · Customer Wellbeing · Employee Wellbeing · Diversity & Equity · Uplifting Communities · Human Rights
Governance · Corporate Governance · Business Ethics · ESG Governance
High-level goals established for the Environment include:
CARBON The Company will strive to reduce its carbon emissions by investing in renewable energy sources and energy -e ff icient equipment and eventually o ff setting carbon where possible.
WATER The Company plans to install water efficient equipment and utilise technologies to minimise water waste and promote responsible water use within the constraints of our operations.
WASTE The Company will endeavour to reduce waste generation through responsible sourcing, recycling, and responsible disposal practices and will minimise single-use plastics and encourage guests to participate in waste reduction e ff orts.
ENERGY The Company will continue to implement energy-saving technologies and procedures to optimise efficiency and reduce energy consumption to the best of its ability.
CIRCULARITY The Company will continue to preserve and respect heritage buildings by incorporating site specific circularity principles into all renovation projects.
SOURCING The Company’s main aim is to procure locally sourced, environmentally friendly, and ethically produced products where they are available and started working with suppliers who share our values and standards to reach this goal.
High-level goals established for the Social area include:
WELLBEING IHI aims to ensure that every team member experiences a sense of growth and fulfilment. The Company upholds fair labour practices and is committed to expanding learning and development initiatives to continuously support the growth of employees’ talent and skills. This approach empowers teams to prioritise guest wellbeing. Performance will be regularly measured through guest and employee feedback to identify areas of improvement.
COMMUNITIES IHI is active in philanthropic initiatives, supportive partnerships, and volunteering efforts aimed at uplifting and celebrating the lives of the global communities it forms part of.
SAFEGUARDING Within the context of its operations, IHI is committed to cultivating a culture of safety, inclusion, equal opportunity and belonging, while remaining vigilant against all forms of discrimination and harassment.
HUMAN RIGHTS IHI respects the cultural heritage of the communities in which it operates, as well as human rights across its operations and supply chain, ensuring all employees and partners are treated with dignity and respect. The Company will assess and mitigate potential human rights risks by adhering to the UN Guiding Principles on Business and Human Rights and complying with local regulations.
High-level goals established for the Governance area include:
TRANSPARENCY The Company will provide accurate, clear and timely disclosures of its sustainability performance and progress in accordance with the relevant sustainability regulations.
ENGAGEMENT The Company commits itself to engage with guests, employees, investors, and the communities it serves to understand expectations and incorporate feedback into its sustainability strategy.
GOVERNANCE Sustainability will be integrated into the Company’s governance framework.
ACCOUNTABILITY IHI will establish clear sustainability roles and responsibilities across all levels of the organisation and will regularly review and report on its initiatives and their impact.
COMPLIANCE IHI adheres to all applicable local and international laws, regulations, and standards related to sustainability.
ETHICS IHI operates lawfully and ethically, maintaining high standards of ethics, transparency, accountability, and integrity across every part of its business.
Renewables
All owned hotels located in Malta within the Group now have photovoltaic panels (PVs) on their rooftops with a total generating capacity of 846 kWp. The last hotel, the Radisson Golden Sands, came online in March 2024 with a capacity of 167 kWp. This hotel is the only one that uses the energy generated internally due to limitations with feeding to the grid in this remote location. All other hotels feed their energy to the grid. The hotels generated 1,147 MWh of electricity over the year resulting in a CO 2 emissions reduction of 455 tons.
Energy Consumption and Emissions
Improvements in collection of data have further enhanced data integrity. Operational measures along with the rollout of measurement and control technologies and investment in higher- efficiency capital plant have continued to increase overall efficiency and reduce relative emissions. This data was taken from all IHI-owned hotels and properties leased to directly owned business entities (QP, CHL, Corinthia Caterers, Costa Coffee). Data from Corinthia Prague, which was subleased early in the year, has been excluded.
Notes: Data collection efforts for transport fuel in 2024 have been enhanced
Total energy consumed for 2024 was 89,362 MWh. The total CO 2 e footprint stands at 28,640 tons. Electricity generated by the PV plant from 4 hotels in Malta was all sold to the grid, while PV electricity generated by Radisson Golden Sands (202,086 kWh), which went online in March 2024, was used internally and was included in consumption data. Combined heat and power (CHP) generation in Corinthia London has been separated from RES for ease of analysis.
Occupancy figures show a 3% drop, mainly due to the exclusion of data from Corinthia Prague, which was leased out (Corinthia Prague had an occupancy of 107,647 in 2023). Taking this into account, there was a 13% increase in occupancy across all other hotels compared to 2023.
The main consumption of energy was electrical, which made up 58% of total energy consumption, as can be seen from the table provided. This was followed by energy required for heating and hot water, totalling 40%. Energy used in kitchens (fuel) was less significant, making up only 1% of total energy consumption. Data collection for fuel for transport was improved over previous year with data collected from all parts of the organisation. Notwithstanding this, fuel consumption attributed to transport remains minimal, with a contribution of only 1% of total energy use.
The main fuel consumed was natural gas with 30% of total energy use, followed by light heating oil (LHO) 9%, used mainly for boilers in Malta and Libya. LPG accounted for 3% of total energy use in hotels. Absolute values in kWh can be seen in the tabulation above.
For 2024 the following conversion factors have been used:
Below is emissions data for 2024:
Total emissions for 2024 amounted to 28,687 tons CO 2 e. The majority of this came from Scope 2, electrical which accounted for 20,423 Tons CO 2 e or 71% of total. Scope 1 emissions totalled 8,264 tons of CO 2 e or 29% of total emissions. The majority of Scope 1 emissions were from heating and hot water which accounted for 7,796 tons of CO 2 e or 27% of total.
In 2024, the majority of Scope 1 emissions came from natural gas representing 19% of total Scope 1 and 2 emissions. Light Heating Oil (LHO) contributed less than 7%. It was noted that both natural gas and LHO have decreased from 2023 by 14% and 6% respectively. The exclusion of Corinthia Prague data did not impact the reduction in LHO as the hotel did not use this fuel.
During the year under review, total energy consumption decreased from 124.15 kWh per occupied room in 2023 to 120.10 kWh per occupied room in 2024, representing a 3% decrease. The corresponding reduction in CO 2 e was 0.42 KgCO 2 e/OR. Non-transport fuel consumption decreased by 8%, while electrical consumption increased by 1%. The main reasons for this were twofold:
1. Improved efficiencies as relative occupancy levels increased, reducing the base load effect. 2. The ongoing efforts within the Group to reduce energy consumption, including the replacement of old equipment, fine-tuning operational parameters, and implementing all possible operational measures to eliminate energy wastage.
The Group has continued to place a strong emphasis on reducing energy use, which not only enhances operational efficiency and sustainability, but also reduces the CO 2 e footprint, thereby lowering operational costs.
Since 2021, the Group has implemented the below ongoing operational energy efficiency measures:
1. During periods of low occupancy hotels with zoned systems must close off sections of the hotel where possible. 2. Optimising kitchen hours and ensuring that only equipment in use is switched on. 3. Reducing dishwasher operating hours to run only with a full load. 4. Reducing laundry operating hours and ensuring loads are maximised, with equipment operating strictly when necessary. 5. Operating saunas and steam rooms on demand and switching them off when not in use. 6. Modulating operating temperatures of heating and cooling systems for maximum efficiency. 7. Optimising water pressure where possible to reduce pump operating hours. 8. Using cold fresh air to cool areas such as kitchens and gyms through AHUs, where possible. 9. Stopping or reducing public area AHUs between 23:00 hrs and 05:00 hrs. 10. Minimising lighting in all back-of-house areas, particularly loading bays and garages, from 21:00 hrs to 05:00 hrs, leaving only minimal lighting for CCTV safety and security purposes. 11. Monitoring utility consumption on a daily basis and investigating any anomalous consumption immediately. 12. Ensuring outside doors remain closed to avoid heating/cooling loss. 13. Housekeeping to ensure that rooms in use are fully switched off after cleaning. 14. Security and maintenance personnel to ensure all areas are switched off during patrols.
Energy Management System
The Group also continued the rollout of its hotel energy management system, EDGE MARS, in five (5) hotels;
· Corinthia St George’s, · Corinthia Lisbon, · Radisson Blu Resort St Julian’s, · Corinthia Budapest. · Corinthia St Petersburg This digital energy management system uses AI and leverages a comprehensive network of sub-meters installed as part of the same project. It systemically identifies opportunities to enhance energy performance and optimise the operation of the central plant and other site equipment, all while improving guest comfort. The system monitors energy use, and a follow-up with hotel engineering is conducted periodically to ensure that any issues are addressed promptly. All events are tracked and reported.
During 2024, this system was fully operational at Corinthia St George’s, Corinthia Lisbon, Radisson Blu Resort St Julian’s and Corinthia Budapest. In Corinthia St Petersburg it was suspended temporarily between March 2023 and August 2024 due to the prevailing circumstances in Russia. Following the suspension it has been operating in the same manner as the other hotels.
BMS Upgrading
The BMS systems at Radisson Golden Sands has been upgraded and is operational while that at Corinthia Budapest was in the final stages of completion at the end of 2024.
Using Water Efficiently
Total water consumption decreased by 4% while water consumption per guest also decreased by 2% compared to the 2023 figures. This improvement can be attributed to effective water management and monitoring practices implemented by the organisation.
Managing Waste
The Group is diligently monitoring the evolving waste regulations as they unfold across various territories in which the Group operates. Despite the dynamic nature of these regulations, the Group is committed to being ahead, especially where the regulations are lacking. To this end, a focus on avoidance, reduction, recycling and reuse has been adopted across the Group’s operations.
The indicated decrease can be partly attributed to exclusion of Corinthia Prague data but also offset by enhancements in data collection. Previously, not all waste streams were fully recorded, but recent improvements in data collection methodology and procedures are expected to improve the accuracy and completeness of the gathered data. Additionally, the Group remains committed to continuously exploring and implementing solutions that promote waste avoidance and reduction, along with improved opportunities for recycling and reuse. Food waste is receiving particular attention, and a trial project using camera recognition and AI technology is being run in Lisbon to establish better monitoring methods and follow up actions to reduce food waste.
SOCIAL RESPONSIBILITY
As the Group continues to grow, our founding ethos, known as the Spirit of Corinthia, becomes increasingly important. This ethos is based on a set of values inspired by our founder, captured under the concepts of Heart, Head, and Hands. These values are not only the cornerstone of our culture immersion programme but also underpin our suite of learning programmes and orientation initiatives.
These values guide our colleagues in their daily interactions as they strive to fulfil their purpose of uplifting the lives of fellow colleagues, guests, and surrounding communities. No matter what role, colleagues are all expected to embody ‘The Spirit of Corinthia’ in their place of work.
The Group’s values are also reflected in policies and procedures that are summarised in the Colleague Handbook, with an emphasis on:
As the Company strives to uplift colleagues’ lives, it focuses on the following six areas of employee experience: · Enhancing well-being of colleagues · Ensuring colleagues feel involved · Recognising effort and commitment · Creating a place where colleagues belong · Understanding colleague needs · Growing colleague career with Corinthia
The purpose of uplifting lives is guided by the Group’s core values, that lie at the heart of every colleague’s journey with the Group. Delivering on these commitments across all aspects of the employee experience is vital to the success and sustainability of Corinthia Hotels. While the Company operates luxury hotels in some of the most beautiful places in the world, its success is dependent upon the invaluable effort and contribution of all colleagues.
Colleagues
As of 31 December 2024, the group employed 2,885 full-time and part-time employees (2,946 in 2023). The distribution of the workforce by gender and categories was as follows:
Learning lies at the heart of the Group’s philosophy, and each year the Group makes substantial investments in the development of its workforce. Colleagues who show the willingness and potential to advance in their careers are given the opportunity to progress and are often promoted to leadership positions.
Managers are expected to lead by example, treating their immediate reports with care, dignity and respect. Colleagues in leadership positions are expected to act as coaches rather than just superiors, engaging in regular, meaningful discussions with team members to evaluate performance and behaviour, and to identify areas for improvement or further development.
The Group operates businesses in multiple locations and high-performing colleagues have the opportunity to embark on cross-exposure programmes and undertake management traineeships. Additionally, throughout the year, employees attend in-person and online learning programmes aimed at fine-tuning their operational know-how and contributing towards their personal and professional development.
Colleagues across all levels, from operative and supervisory, to middle and senior management, are given equal opportunities and access to education and training. This ensures that they possess the necessary generic and specialist knowledge and skills for the effective execution of their duties and responsibilities. Training is provided in-house or via third-party training service providers.
INCLUSION AND DIVERSITY
The Group is committed to fostering inclusion and diversity in the workplace, promoting equal employment opportunities regardless of age, disability, gender reassignment, marital or civil partner status, pregnancy or maternity, race, colour, nationality, ethnic or national origin, religion, belief or non-belief, sex, or sexual orientation (Protected Characteristics) or any other characteristics identified by local law and regulation.
As an equal opportunity employer, the Group understands the importance of striking a balance between work and family life. It supports colleagues with parental responsibilities through family-friendly measures, including the granting of parental leave to both male and female members of the workforce in accordance to local law and regulation.
HEALTH AND SAFETY
The Group prioritises health and safety of both its clients and employees across all its entities and on all its premises. To ensure adequate security, the Group continues to upgrade the physical security systems in all its properties, especially in jurisdictions considered high risk, by investing significantly in enhanced security systems.
To standardise procedures for handling security concerns across the various jurisdictions where the Group operates, operational emergency action plans have been developed to comply with local and international health and safety standards. These standards are rolled out across its operations and updated on a regular basis.
The Emergency Action Plan is split into three sections namely: • Preparing for emergencies and crisis; • A security assessment toolkit; and • Dealing with emergencies.
Throughout its operations, the Group encourages its employees, through constant communication and rigorous training, to promptly report any risks so that they can be addressed as they arise.
Additionally, a new health and safety management system was developed to meet today’s international health & safety requirements. The new management plan includes a new health and safety policy, a general statement of intent, new implementation arrangements, a risk assessment, safety checklists, and statutory compliance (e.g. service and maintenance regimes etc.). The management plan has been digitalised so that related work can be completed online via desktops and the shield’s safety app.
COMMUNITIES
Throughout 2024, the Company has remained consistently active in its social and community work, embodying its vibrant philosophy of "The Spirit of Corinthia" and its mission to uplift lives. Through various charitable initiatives and community engagement activities, the Company has demonstrated an unwavering commitment to making a positive impact in the lives of individuals and families in need.
These initiatives highlight the ongoing commitment of the Group to social responsibility, community engagement, and the development of future talent within the hospitality industry.
During the year, a wide range of initiatives were undertaken:
GOVERNANCE
The Group maintains that strong governance processes are critical to integrating sustainability topics seamlessly into the business, rather than treating them as separate business issues. The Board plays an essential role in determining strategic priorities and considers sustainability issues as an integral part of the business oversight. To aid the Board, the Audit Committee provides more focused oversight for the Group’s policies, programmes and related risks that concern key public policy and sustainability matters.
The Audit Committee met 13 times during 2024 with detailed minutes being kept of all proceedings and decisions taken.
RISK MANAGEMENT
The Group acknowledges that the management, prevention and mitigation of risks are integral components of its overarching strategic management processes. To ensure that potential risks and issues are adequately identified and addressed in an effective and efficient manner, the Group has established an Enterprise Risk Management (“ERM”) framework which falls under the responsibility of the Audit Committee, on behalf of the Group’s Board of Directors.
As part of its comprehensive ERM framework, the Group has re-assessed its Risk Appetite and updated its Risk Management Policy and Risk Assessment Procedure to ensure alignment with the Group’s Strategic Objectives and underlying Risk Appetite. The ERM framework also serves to provide an effective structure for managing risk and formalising and communicating the Group’s approach towards risk management. In so doing, the Group has adopted a standard methodology, based on the International Risk Management Standard ISO 31000:2009 and the COSO (Committee of Sponsoring Organisations of the Treadway Commission) standard for Enterprise Risk Management, to guide its risk management practices. Through the ERM framework, the Group proactively identifies, mitigates, and manages principal business risks including sustainability and ESG considerations to ensure the Group’s risk register captures a 360-perspective of its risk universe.
Furthermore, the Group strengthened its Risk and Compliance capacity to cater for the Group’s growth in business operations and related risks. The Group also established an internal Management Risk Committee (“MRC”) to support the Risk Management function in identifying emerging risks at Group and strategic level. In this regard, the primary responsibilities of the MRC are to:
In line with its Charter, the MRC is composed of senior management executives with diverse backgrounds and expertise in their respective fields who are responsible for overseeing the implementation of policies and practices aimed at enhancing the ERM framework within the Group.
Data Protection
Aligned with the Group’s Enterprise Risk Management strategy, the Group is firmly committed to manage and protect the personal data it processes in line with the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the Data Protection Act (“DPA”) (Cap 586 of the Laws of Malta), and other applicable laws and regulations. In so doing, the Group is elevating its stance to proactively enhance its awareness and foster a culture of data protection as an integral part of its business activities.
The Group considers personal data as any information relating directly or indirectly to an individual, be it the individual’s private, professional or public life. With the broadening of disclosure requirements for each category of data subjects, it has become crucial to inform them of the legal grounds for processing their data, their rights as data subjects, and the data retention periods involved. With its headquarters established in Malta, the Group recognises the Office of the Information and Data Protection Commissioner (“IDPC”) in Malta as its Lead Supervisory Authority in relation to data protection matters. Data subjects have a right to lodge a complaint to the IDPC if they believe their data is being handled in a non-compliant manner.
The Group’s commitment towards Data Protection is also shown through the appointment of an internal Data Protection Officer (DPO) who is responsible for ensuring that the Group and the underlying group entities remain in compliance with the applicable data protection legislation at all times. As part of role, the DPO is also maintaining an open and collaborative relationship with the Data Protection Commissioner.
Furthermore, the Group has implemented a comprehensive data protection governance structure that includes the appointment and training of a number of data champions at group entity level, a robust reporting process to the Board, and stronger control mechanisms. These measures ensure that the Group’s Board, Executive team, Senior Management, employees, and relevant stakeholders are aware of their respective obligations under the GDPR and other data protection legislation.
ETHICAL CONDUCT
The Group’s set of values underpins its high standards of ethical conduct. It respects human rights, embraces diversity and stands firmly against corruption.
ANTI-FRAUD POLICY
International Hotel Investments p.l.c., including its subsidiaries and affiliates established this Policy as it is committed to the highest possible standards of openness, honesty and accountability in all of its affairs. The Group is determined to maintain a culture of honesty and opposition to fraud and corruption.
Based on this commitment, this Policy outlines the principles to which the Group is committed in relation to preventing, reporting and managing fraud and corruption. This Policy reinforces the approach to business dealings by articulating the core values of the Group and by setting out the ways in which employees or members of the public can voice their concerns (through the Whistleblowing Policy) about suspect fraud or corruption. It also outlines how the Group will deal with such complaints.
The primary objective of this Policy is to: · Give a clear and unambiguous statement of the Group’s position on theft, fraud and corruption; · Minimise the risk of fraud; · Enhance the Group’s governance and related internal controls; · Standardise business activities; · Maintain integrity in the Group’s business dealings; · Establish procedures and protections that allow employees of the Group and members of the public to act on suspected fraud or corruption with potentially adverse ramifications and to achieve the legitimate business objectives of the Group for the benefit of its shareholders.
The policy has been widely distributed and is currently available on the Group’s website www.corinthiagroup.com.
WHISTLEBLOWER POLICY
The first Whistleblower Policy was introduced in 2014 and was updated in 2024 to reflect recent legal developments.
The present Whistleblower Policy has been established based on the Directive (EU) 2019/1937 on the protection of persons who report breaches of European Union law that creates a framework for persons who acquired information on certain breaches in connection with their work-related activities and serves to set minimum standards and principles for the protection of persons reporting said breaches. Each Group Company is additionally subject to and solely responsible for compliance with the laws in its own Relevant Jurisdiction.
The principal objective behind this policy is to provide a Whistleblower with the possibility to report a misconduct through an internal reporting channel that safeguards the Whistleblower's identity.
This policy is applicable to all personnel within the Group, both part-time and full-time, encompassing contractors or subcontractors engaged to perform work or provide a service, external workers, former employees, trainees or interns, and candidates for employment, solely when information about suspected improper conduct has arisen during the recruitment process or during the pre-contractual negotiation phase.
The protection granted to the Whistleblower's identity ensures that reporting of misconduct can take place without fear of facing any form of retaliation. Simultaneously, the Group is given the chance to examine and carry out appropriate measures to address the potential cases of misconduct.
The policy has been widely distributed and is currently available on the Group’s website www.corinthiagroup.com. No reports were received through the whistleblower channel in 2024.
ANTI-MONEY LAUNDERING/COMBATING THE FINANCING OF TERRORISM (AML/CFT)
Although the Group is not considered a subject entity under Anti-Money Laundering and Counter-Terrorist Financing (AML/CFT) regulations, it has formally adopted and internally communicated a policy which in itself, reflects the commitment of the Group to the prevention of money laundering and terrorist financing. This policy is aimed at detecting and preventing the use of the Group and its subsidiary companies, which operate within the travel accommodation, hospitality, industrial catering, leisure industries and asset management activities, including rental/leasing activities (the “Group Entities”), for these purposes. The Group is committed to the highest standards of compliance and seeks to follow best practice wherever possible.
This policy is applicable to, and shall be followed by all employees, members of management and executives of the Group authorised to accept payments, including, without limitation, staff members working at the front desk, reception and lobby areas of the hotels, spas and/or restaurants, within the billing departments and other relevant departments matters relating to the payment for accommodation, hospitality, catering, leisure-related services, and/or any other business activity of the Group may be handled.
Conflicts of Interest POLICY
This policy establishes the procedures and guidelines to manage situations where the interest of the Company or any of the Group entities might conflict with the direct or indirect personal interest of the directors or of persons subject to rules governing conflicts of interest.
Capital Market Rules
These rules establish the minimum standards for the buying and selling of securities and the management of privileged and confidential information. They outline compliance measures in accordance with sections 5.102 to 5.116, ensuring that all financial transactions and information handling are conducted ethically and legally.
CODE OF CONDUCT
The Code of Conduct sets out the highest moral and ethical standards that are expected from all employees. The Group’s rationale behind the Code of Conduct is to set the highest example for employees, guests, and the wider business community. Failure to comply with local laws can result in our business incurring fines or other penalties, suffering restrictions on our business activities and, in some cases, the withdrawal of the right to operate.
Colleagues must avoid unethical practices and attitudes, not only to avoid potential consequences, but because acting ethically aligns with the core values of the Group.
The Code of Conduct is applicable to all colleagues and extends to the Group’s wider business operations. It is intended to foster a culture of transparency and integrity. The Code of Conduct comprises our guiding principles and strict adherence is expected from all colleagues.
COLLEAGUE HANDBOOK
All colleagues receive a copy of the employee handbook which provides an introduction to the culture of the Company, as well as information on key policies and procedures, including anti-fraud, anti-bribery, whistleblowing, fair competition, equal opportunity, customer/employee data privacy, as well as anti-modern slavery.
All colleagues are familiarised with the content of the colleague handbook during the orientation programme, thus ensuring that they are aware of the expectations of the Group related to ethical and professional conduct.
It is the responsibility of management to behave in an exemplary manner, lead by example, and ensure adherence to policies and procedures.
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CONSOLIDATED DISCLOSURES PURSUANT TO ARTICLE 8 OF THE TAXONOMY REGULATION
INTRODUCTION
In order to achieve the targets established by the European Union (‘EU’) of reaching net zero greenhouse gas (‘GHG’) emissions by 2050, with an interim target of reducing GHG emissions by 55%, compared to 1990 levels, by 2030, the EU has developed a classification system, by virtue of the EU Taxonomy Regulation [1] , or (‘the EU Taxonomy’) which establishes the criteria for determining whether an economic activity qualifies as environmentally sustainable.
The EU Taxonomy establishes criteria in terms of six environmental objectives, against which entities will be able to assess whether economic activities qualify as environmentally sustainable.
In order to qualify as such, an economic activity must be assessed to substantially contribute to at least one of these environmental objectives, whilst doing no significant harm (‘DNSH’) to the remaining objectives. This is achieved by reference to technical screening criteria established in delegated acts to the EU Taxonomy. The economic activity is also required to meet minimum safeguards established in the EU Taxonomy.
The six environmental objectives considered by the EU Taxonomy are the following, where climate-related environmental objectives (i-ii below) are established in the Climate Delegated Act [2] (‘CDA’), whilst non-climate environmental objectives (iii-vi below) are established in the Environmental Delegated Act [3] (‘EDA’). This financial year is the first reporting period in which the Group is required to report in the context of the EDA, which was formally adopted in 2023.
The EC adopted a Delegated Act supplementing Article 8 of the Taxonomy Regulation (‘the Disclosures Delegated Act’) in 2021, which establishes the disclosure requirements of entities within the scope of the Taxonomy Regulation. At this stage, this solely comprises entities subject to an obligation to publish non-financial information pursuant to Article 19a or Article 29a of Directive 2013/34/EU (being those entities subject to the Non-Financial Reporting Directive, ‘NFRD’). However, the NFRD will be replaced by the Corporate Sustainability Reporting Directive (CSRD), once the latter is transposed into local legislation in 2025.
In the following section, the Group, as a non-financial parent undertaking, presents the share of its turnover, capital expenditure (CapEx) and operating expenditure (OpEx) for the reporting period ended 31 December 2024, which are associated with taxonomy-eligible and taxonomy-aligned economic activities for all six environmental objectives. The Group was exempt from reporting on alignment for these four environmental objectives in the first year. Reporting taxonomy alignment for objectives 3 to 6 became mandatory for non-financial undertakings from the financial year ending 31 December 2024. Accordingly, the Group is required to disclose both eligibility and alignment for all six environmental objectives.
This does not include subsidiary level Taxonomy KPIs in the contextual information, which are only required where the parent undertaking identifies significant differences between the risks or impacts of the Group and those of the subsidiaries, in line with FAQ 12 in the Commission Notice on the interpretation and implementation of certain legal provisions of the Disclosures Delegated Act under Article 8 of EU Taxonomy Regulation on the reporting of Taxonomy-eligible and Taxonomy-aligned economic activities and assets (second Commission Notice) [4] . The Group is currently still in the process of identifying such risks and impacts as part of its preparation for CSRD reporting.
The Group does not identify any significant differences between the risks or impacts of the Group and those of its subsidiaries. In addition, none of the Group’s subsidiaries are currently obliged to publish non-financial information pursuant to the NFRD. Neither do they avail of the subsidiary exemption emanating from paragraph (9) of Article 19a, or paragraph (8) of Article 29a, of the Accounting Directive, respectively.
OUR ACTIVITIES
OVERVIEW
The Group also provides comparatives for the financial year ended 31 December 2023.
DEFINITIONS
‘Taxonomy-eligible economic activity’ means an economic activity that is described in the delegated acts supplementing the Taxonomy Regulation (that is, either the Climate Delegated Act or the Environmental Delegated Act), irrespective of whether that economic activity meets any or all of the technical screening criteria laid down in those delegated acts.
The Climate Delegated Act is structured such that Annex I contains a list of activities and the respective technical screening criteria in relation to the Climate Change Mitigation objective, whereas Annex II relates to the Climate Change Adaptation objective, with potentially different activities being considered in the different annexes.
The Environmental Delegated Act similarly comprises respective lists of activities and technical screening criteria in relation to the non-climate environmental objectives therein.
‘Taxonomy-aligned economic activity’ refers to a taxonomy-eligible activity which complies with the technical screening criteria as defined in the Climate Delegated Act or Environmental Delegated Act and it is carried out in compliance with minimum safeguards regarding human and consumer rights, anti-corruption and bribery, taxation, and fair competition. To meet the technical screening criteria, an economic activity must contribute substantially to one or more environmental objectives while ‘doing no significant harm’ to any of the other environmental objectives. Furthermore, the activity must be performed in a manner that meets minimum safeguards in relation to human rights, bribery & corruption, fair competition and taxation.
‘Taxonomy-non-eligible economic activity’ means any economic activity that is not described in the delegated acts supplementing the Taxonomy Regulation.
TAXONOMY-ELIGIBLE AND TAXONOMY-ALIGNED ECONOMIC ACTIVITIES
TAXONOMY ELIGIBILITY OF TURNOVER-GENERATING ACTIVITIES
The Group has examined all economic activities carried out to see which of these are taxonomy-eligible and also taxonomy-aligned in accordance with Annexes I and II to the Climate Delegated Act and Annexes I to IV to the Environmental Delegated Act. The table below indicates the activities performed by the Group which have been identified as taxonomy-eligible and the environmental objective to which the activity may be associated with. Information on the extent to which the economic activities are also taxonomy-aligned is provided in the KPI templates further below.
Taxonomy-eligible activities were identified by extracting the total turnover, CapEx and OpEx required to be captured in the denominators of the respective KPIs and assessing the NACE code of the activities to which the amounts relate. The Group then assessed which of the identified NACE codes relate to activities included within the annexes to the Climate Delegated Act. For the identified eligible activities, the Group then began the process to begin assessing them against the technical screening criteria.
Through the activity highlighted in the table below, the Group generates turnover, and generally incurs both CapEx and OpEx for these activities.
*% of the total turnover, CapEx and OpEx included in the denominator of the respective KPI
Economic activities classified under activity 2.1 ‘Hotels, holiday, camping grounds and similar accommodation’ relate to the generation of income related to short-term accommodation with associated services, through hotel operations.
The CapEx classified as taxonomy-eligible in respect of activity 2.1 entails the refurbishment and upkeeping of property though which the Group offers short term accommodation.
Economic activities classified under activity 7.6 ‘Installation, maintenance and repairs of renewable energy technologies’ relate to the generation of income from PV panels owned by the Group.
Economic activities classified under activity 7.7 ‘Acquisition and ownership of buildings’ relate to the generation of rental income through investment property leased by the Group.
OTHER TURNOVER GENERATING ACTIVITIES PERFORMED BY THE GROUP CLASSIFIED AS TAXONOMY NON-ELIGIBLE
The Group’s other taxonomy non-eligible activities include:
- Catering for corporate events, weddings, and airlines; - Hotel management services, including the management and operation of hotel properties by providing on-site support and services in all areas of hospitality management; and - Construction and property consultancy, specialising in project management, cost management, design services, architecture, land surveying and archaeology.
TAXONOMY ELIGIBILITY OF INVESTMENT ACTIVITIES NOT DIRECTLY RELATED TO TURNOVER-GENERATING ACTIVITIES
Further to the activities from which the Group generates turnover, and generally incurs both CapEx and OpEx, the Group also engages in investment activities not directly related to its turnover-generating activities as highlighted below.
*% of the total CapEx and OpEx included in the denominator of the respective KPI
Included in the above are amounts that relate to the acquisition of motor vehicles, and additions to right-of-use assets in respect of motor vehicles, which are utilised by the Group to enable it to perform certain operations towards its customers. The CapEx in this respect has been classified under activity 6.3 ‘Urban & Sub urban transport, road passenger transport’ as opposed to being allocated to a turnover-generating activity (for which the Group would make use of such vehicles at times in performing its duties). The Group has classified the amounts in this manner since the assessment to determine Taxonomy-alignment of the vehicles acquired would only be possible to be performed against the technical screening criteria developed under activity 6.3.
In a similar manner, CapEx in relations to renovation works such as upgrades, structural alterations and related finishing, to the Group’s hotels are allocated under activity 7.2 'Renovation of existing buildings’, installation of air-conditioning systems are allocated under activity 7.3 'Installation, maintenance and repair of energy efficiency equipment’. The Group’s additions in relating to investment property are allocated under 7.7 ‘Acquisition and ownership of buildings’.
The largest change in the Group’s CapEx from eligible activities, vis-à-vis the prior period owes to activity 7.2, which decreased from 62.8% to 26.3% of CapEx. Such an decrease in taxonomy-eligibility is largely driven by the completion of the construction and civil engineering works on existing properties owned by the Group.
TAXONOMY ALIGNMENT
Determining whether an activity meets the requirements to be classified as taxonomy-aligned requires considerable detailed information about the activity in order to properly assess it against the established technical screening criteria.
The Group is currently still in the process of gathering the necessary information in order to conclude that activities may be considered as taxonomy-aligned and verifying its accuracy. As a result of the ongoing process, the Group has not been able to substantiate the alignment of any of its activities in the current year.
OUR KPIs AND ACCOUNTING POLICIES
The key performance indicators (‘KPIs’) comprise the turnover KPI, the CapEx KPI and the OpEx KPI. In presenting the Taxonomy KPIs, the Group uses the templates provided in Annex II to the Disclosures Delegated Act.
Moreover, since the Group is not performing any of the activities related to fossil gas and nuclear energy (activities 4.26-4.31), the Group only publishes Template 1 of Annex XII of the Disclosures Delegated Act as regards activities in certain energy sectors.
In section A.1 ‘Environmentally sustainable activities (Taxonomy-aligned)’ of respective Turnover, CapEx, and OpEx templates, columns 5 to 17 are marked as ‘N’ given that the Group does not have any Taxonomy-aligned balances.
TURNOVER KPI TEMPLATE FOR FINANCIAL YEAR 2024
CAPEX KPI TEMPLATE FOR FINANCIAL YEAR 2024
OPEX KPI TEMPLATE FOR FINANCIAL YEAR 2024
Template 1 Nuclear and fossil gas related activities for financial year 2024
The specification of the KPIs is determined in accordance with Annex I to the Disclosures Delegated Act. The Group adopts the methodology to determine taxonomy-alignment in accordance with the legal requirements and describes its policies in this regard as follows:
TURNOVER KPI
DEFINITION
The proportion of taxonomy-aligned economic activities of the total turnover has been calculated as the part of net turnover derived from products and services associated with taxonomy-aligned economic activities (numerator) divided by the net turnover (denominator), in each case for the financial year from 1 January 2024 to 31 December 2024. Given that the Group has not identified any taxonomy-aligned economic activities, the current proportion of alignment is 0%.
The denominator of the turnover KPI is based on the consolidated net turnover in accordance with paragraph 82(a) of IAS 1. For further details on our accounting policies regarding the Group’s consolidated net turnover, refer to disclosure note 3.14 ‘Revenue recognition’ in the Group’s consolidated financial statements included in this Annual Report. RECONCILIATION
The Group’s consolidated net turnover captured in the denominator of the KPI of €306,939,839 reconciles with the amount disclosed in the ‘Revenue’ financial statement line item included in the ‘Income Statement’ in the consolidated financial statements included in this annual report. Additionally, the amount also reconciles to Note 6 ‘Segment reporting’ summarised below.
The full amount of €12,940,000 allocated to ‘Rental income from investment property’, in the amounts disclosed above, is disclosed as taxonomy-eligible under activity 7.7 ‘Acquisition and ownership of buildings’ in the Turnover KPI. The amount of €261,877,000 allocated to hotels is disclosed as taxonomy-eligible under activity 2.1 ‘Hotels, holiday, camping grounds and similar accommodation’ and activity 7.6 ‘Installation, maintenance and repair of renewable energy technologies’.
All other revenue allocated to other activities, amounting to €31,970,000 is all disclosed as taxonomy non-eligible in the Turnover KPI.
CAPEX KPI
DEFINITION
The CapEx KPI is defined as taxonomy-aligned CapEx (numerator) divided by the Group’s total CapEx (denominator).
Total CapEx consists of additions to tangible and intangible fixed assets during the financial year, before depreciation, amortisation, and any remeasurements, including those resulting from revaluations and impairments, as well as excluding changes in fair value. It includes acquisitions of tangible fixed assets (IAS 16), intangible fixed assets (IAS 38) and right-of-use assets (IFRS 16) and acquisitions of investment properties (IAS 40). Additions as a result of business combinations would also be captured however, the Group had no such activities in the current year. For further details on our accounting policies regarding the Group’s CapEx, refer to disclosure notes 3.7 ‘Property plant and equipment’,3.8 ‘Investment property’, 3.9 ‘Intangible assets’ and 16 ‘Leases’, in the Group’s consolidated financial statements included within this annual report.
The Disclosures Delegated Act established three categories under which to classify CapEx:
a) CapEx related to assets or processes that are associated with Taxonomy-aligned economic activities (“category a”). In this case, the Group considers that assets and processes are associated with Taxonomy-aligned economic activities where they are essential components necessary to execute an economic activity.
The Group follows the generation of external revenues as a guiding principle to identify economic activities that are associated with CapEx under this category (a).
Eligible CapEx under this category has been disclosed in the table named ‘Taxonomy-eligible economic activity’ in the ‘Taxonomy eligible and Taxonomy-aligned economic activities’ section above.
b) CapEx that is part of a plan to upgrade a Taxonomy-eligible economic activity to become Taxonomy-aligned or to expand a Taxonomy-aligned economic activity (“category b”).
The Group has currently not developed such a plan, and therefore, no CapEx is considered to be eligible under this category.
c) CapEx related to the purchase of output from Taxonomy-aligned economic activities and individual measures enabling certain target activities to become low-carbon or to lead to GHG reductions (“category c”).
The Group distinguishes between the purchase of output and individual measures as follows: - ‘Purchase of output’ relates to when the Group just acquires the product or service that is mentioned in the activity description. - ‘Individual measure’ refers to when the Group acquires a product through an activity that is regularly performed by the supplier, but where the Group controls the content and design of the product in detail.
Eligible CapEx under this category has been disclosed in the table named ‘Individually taxonomy-eligible CapEx/OpEx and the corresponding economic activities’ in the ‘Taxonomy eligibility of investment activities not directly related to turnover generating activities’ section above. The full amount of CapEx considered under this category relates purely to ‘purchase of output’.
Purchases of output qualify as taxonomy-aligned CapEx in cases where it can be verified that the respective supplier performed a taxonomy-aligned activity to produce the output that the Group acquired. Since taxonomy-alignment also includes DNSH criteria and minimum safeguards, the Group is not able to assess the Taxonomy-alignment on its own. For the purchased output in 2023, we were not able to obtain any conclusive confirmation of taxonomy-alignment.
In order to avoid double counting in the CapEx KPI, the Group ensured that CapEx captured as part of “category a”, which relates to turnover-generating activities, was not also included with the activities identified within “category c”, particularly in the case of taxonomy-eligible CapEx relating to the acquisition of a property which is partly leased out to third parties and partly utilised by the Group in the performance of its own operations.
RECONCILIATION
The Group’s total CapEx captured in the denominator of the KPI can be reconciled to the consolidated financial statements of the Group included in this annual report, by reference to the respective disclosures capturing the additions for property, plant and equipment, investment property, intangible assets, and right-of-use assets.
The following is a detailed breakdown of the property, plant and equipment, investment property, intangible assets, and right of use assets amongst the different activities disclosed in the Capex KPI.
OpEx KPI
DEFINITION
The OpEx KPI is defined as taxonomy-aligned OpEx (numerator) divided by the Group’s total OpEx (denominator).
Total OpEx consists of direct non-capitalised costs that relate to all forms of maintenance and repair. This includes staff costs, costs for services and material costs for daily servicing as well as for regular and unplanned maintenance and repair measures. Direct non-capitalised costs in relation to research and development, building renovation measures and short-term leases would also be captured, however, no such costs were incurred in the current year.
In addition to the OpEx items captured in the current denominator of the OpEx KPI, the Group acknowledges that certain additional costs should also be captured, which are not currently included in light of the Group’s developing approach in allocating such expenditure towards taxonomy-eligible activities.
Such costs not currently being included in the OpEx KPI relate to staff costs and repair and maintenance costs in respect of additions to motor vehicles owned by the Group, since in the current year the Group is currently unable to allocate such costs towards taxonomy-eligible activities. Once the Group develops an approach for allocating such costs, these will be captured as OpEx and as part of the KPI accordingly.
The OpEx considered by the Group does not include expenses relating to the day-to-day operation of PPE, such as raw materials, cost of employees operating any equipment and electricity or fluids that are necessary to operate the PPE. Amortisation and depreciation are also not included in the OpEx KPI.
The Group also excludes direct costs for training and other human resources adaptation needs from the denominator and the numerator. This is because Annex I to the Disclosures Delegated Act lists these costs only for the numerator, which does not allow a mathematically meaningful calculation of the OpEx KPI.
Given that the Group has not identified any CapEx as being taxonomy-aligned, naturally, no OpEx is able to be considered as taxonomy-aligned.
RECONCILIATION
The OpEx of the Group recognised during the financial year ended December 2024 is disclosed further in the Group’s consolidated financial statements included within this annual report in disclosure note 7 ‘Expenses by nature’, with the full amount included in the denominator of the KPI, €7,440,000 relating fully to ‘repairs and maintenance’ disclosed in note 7.
The following is a detailed breakdown of the OpEx amongst the different activities disclosed in the OpEx KPI.
STATEMENT BY THE DIRECTORSon compliance with the code of principles of good corporate governance
Listed companies are subject to The Code of Principles of Good Corporate Governance (the ‘Code’). The adoption of the Code is not mandatory, but listed companies are required under the Capital Markets Rules issued by the MFSA to include a Statement of Compliance with the Code in their Annual Report, accompanied by a report of the independent auditors.
The board of directors (the directors’ or the ‘board’) of International Hotel Investments p.l.c. (‘IHI’ or the ‘Company’) restate their support for the Code and note that the adoption of the Code has resulted in positive effects to the Company.
The board considers that during the reporting period, the Company has been in compliance with the Code to the extent that was considered adequate with the size and operations of the Company. Instances of divergence from the Code are disclosed and explained below.
COMPLIANCE WITH THE CODE
PRINCIPLES 1 AND 4: THE BOARDThe board of directors is entrusted with the overall direction and management of the Company, including the establishment of strategies for future development, and the approval of any proposed acquisitions by the Company in pursuing its investment strategies.
Its responsibilities also involve an oversight of the Company’s internal control procedures and financial performance, and the review of business risks facing the Company, ensuring that these are adequately identified, evaluated, managed and minimised. All the directors have access to independent professional advice at the expense of the Company, should they so require.
Further to the relevant section in Appendix 5.1 to the Capital Markets Rules the board of directors acknowledge that they are stewards of the Company’s assets, and their behaviour is focused on working with management to enhance value to the shareholders.
The board is composed of persons who are fit and proper to direct the business of the Company with the shareholders as the owners of the Company. All directors are required to:
The board strives to achieve a balance of ethnicity, age, culture and educational backgrounds in order to reflect the multicultural environment of its ownership and the condition in which it operates.
The board comprises a number of individuals, all of whom have extensive knowledge of hotel operations and real estate development, in particular across the various jurisdictions in which IHI operates. Members of the board are selected on the basis of their core competencies and professional background in the industry so as to ensure the continued success of IHI.
In terms of the Capital Markets Rules 5.117 – 5.134 the board has established an Audit committee to monitor the Company’s present and future operations, threats and risks in the external environment and current and future strengths and weaknesses. The Audit committee ensures that the Company has the appropriate policies and procedures in place to ensure that the Company and its employees maintain the highest standards of corporate conduct, including compliance with applicable laws, regulations, business, and ethical standards. The Audit committee has a direct link to the board and is represented by the Chairman of the Audit committee in all board meetings.
PRINCIPLE 2: CHAIRMAN AND CHIEF EXECUTIVEMr Alfred Pisani occupies the position of Chairman. The role of CEO and Managing Director is held by Mr Simon Naudi.
The Chairman is responsible to:
The CEO and Managing Director is responsible to:
PRINCIPLE 3: COMPOSITION OF THE BOARDThe board of directors consists of one chairman, one Managing Director who occupies the post of CEO, and eight non-executive directors. The present mix of executive and non-executive directors is considered to create a healthy balance and serves to unite all shareholders’ interests, whilst providing direction to the Company’s management to help maintain a sustainable organization.
The non-executive directors constitute a majority on the board and their main functions are to monitor the operations of the Chairman and of the Managing Director/CEO and their performance as well as to analyze any investment opportunities that are proposed by the Managing Director. In addition, the non- executive directors have the role of acting as an important check on the possible conflicts of interest of the Chairman and Managing Director, which may exist as a result of the Chairman’s dual role as executive director of the Company and his role as officer of IHI’s principal shareholder, CPHCL Company Limited and its other subsidiaries.
For the purpose of Capital Markets Rules 5.118 and 5.119, the non-executive directors are deemed independent. The board believes that the independence of its directors is not compromised because of long service or the provision of any other service to the Corinthia Group.
Directors are to be mindful of maintaining independence, professionalism and integrity in carrying out their duties, responsibilities and providing judgement as directors of the Company.
Directors individually declare that they undertake to:
The board is made up as follows:
Mr Stephen Bajada acts as Secretary to the board of directors, effective 20 February 2024.
PRINCIPLE 5: BOARD MEETINGSThe board met five times during the period under review. The number of board meetings attended by directors for the year under review is as follows:
PRINCIPLE 6: INFORMATION AND PROFESSIONAL DEVELOPMENTThe Company ensures that it provides directors with relevant information to enable them to effectively contribute to board decisions. The Company is committed to provide adequate and detailed induction training to directors who are newly appointed to the board. The Company pledges to make available to the directors all training and advice as required.
PRINCIPLE 8: COMMITTEES
AUDIT COMMITTEE The primary objective of the Audit Committee is to assist the board in fulfilling its oversight responsibilities over the financial reporting processes, financial policies and internal control structures. The committee is made up of non-executive directors and reports directly to the board of the financial reporting processes, financial policies and internal control structures. The committee is made up of non-executive directors and reports directly to the board of directors. The committee oversees the conduct of the internal and external audit and acts to facilitate communication between the board, management, the internal audit team and the external auditors.
During the year under review, the committee met 12 times. The internal and external auditors were invited to attend these meetings.
Mr Richard Cachia Caruana acts as Chairman as from 9 June 2022 succeeding Mr Frank Xerri de Caro. Mr Joseph Pisani, Mr Mohamed Mahmoud Shawsh, Mr Frank Xerri De Caro, and Mr Alfred Camilleri (from 13 June 2023) act as members, the Company Secretary, Mr Stephen Bajada acts as Secretary to the committee. The independent directors currently sitting on the Committee are Mr Richard Cachia Caruana, Mr Alfred Camilleri and Mr Mohamed Mahmoud Shawsh.
The board of directors, in terms of Capital Markets Rule 5.118A, has indicated Mr Mohamed Mahmoud Shawsh as the independent non- executive member of the Audit committee who is considered “... to be independent and competent in accounting and/or auditing” in view of his considerable experience at a senior level in the accounting and auditing field.
The Audit Committee is also responsible for the overview of the internal audit function. The role of the internal auditor is to carry out systematic risk-based reviews and appraisals of the operations of the Company (as well as of the subsidiaries and associates of the Group) for the purpose of advising management and the board, through the Audit Committee, on the efficiency and effectiveness of management policies, practices and internal controls. The function is expected to promote the application of best practices within the organization. During 2024, the internal audit function continued to advise the Audit committee on aspects of the regulatory framework which affect the day-to-day operations of the hotels.
The directors are fully aware that the close association of the Company with CPHCL and its other subsidiaries is central to the attainment by the Company of its investment objectives and implementation of its strategies. The Audit committee ensures that transactions entered into with related parties are carried out on an arm’s length basis and are for the benefit of the Company, and that the Company and its subsidiaries accurately report all related party transactions in the notes to the financial statements.
In the year under review the Audit committee ensured compliance in terms of the General Data Protection Regulation which came into effect in 2018.
The Audit Committee oversaw the introduction of risk management processes and the development of this function within the Company in 2022.
Pursuant to Articles 16 and 17 of Title III of the provisions of the Statutory Audit Regulations the Audit committee has been entrusted with overseeing the process of appointment of the statutory auditors or audit firms.
NOMINATION AND REMUNERATION COMMITTEE The function of this committee is to propose the appointment and the remuneration package of directors and senior executives of IHI and its subsidiaries. The members of the committee are Mr Alfred Camilleri (as Chairman from 28 February 2024) succeeding Mr Richard Cachia Caruana, Mr Joseph Pisani, Mr Richard Cachia Caruana, and Mr Mohamed Mahmoud Shawsh. Mr Stephen Bajada acts as Secretary to the committee from 20 February 2024.
The Nomination and Remuneration committee met seven times in the course of 2024.
PRINCIPLE 9: RELATIONS WITH SHAREHOLDERS AND THE MARKET
The Company is highly committed to having an open and communicative relationship with its shareholders and investors. In this respect, over and above the statutory and regulatory requirements relating to the Annual General Meeting, the publication of interim and annual financial statements, and respective Company announcements, the Company seeks to address the diverse information needs of its broad spectrum of shareholders in various ways.
Moreover, all representations by shareholders at the Annual General Meeting were satisfactorily addressed on the Company’s website.
The Company has invested considerable time and effort in setting up and maintaining its website and making it user- friendly, with a new section dedicated specifically to investors. In the course of 2024, 15 company announcements were issued through the Malta Stock Exchange.
Individual shareholders can raise matters relating to their shareholdings and the business of the Group at any time throughout the year and are given the opportunity to ask questions at the Annual General Meeting or to submit written questions in advance.
The Company holds an additional meeting for stockbrokers and institutional investors twice a year to coincide with the publication of its financial information. As a result of these initiatives, the investing public is kept abreast of all developments and key events concerning the Company, whether these take place in Malta or abroad.
During 2024 the Company continued issuing the IHI Insider newsletter which is available on the IHI website (https://insider.ihiplc.com). The purpose of this newsletter is to keep stakeholders fully informed of developments in the Company. The Company’s commitment to its shareholders is shown through special concessions which it makes available to them. In order to better serve the investing public, the board has appointed the Company Secretary to be responsible for shareholder relations.
PRINCIPLE 10: INSTITUTIONAL SHAREHOLDERS
The Company ensures that it is constantly in close touch with its principal institutional shareholders and bondholders (institutional investors). The Company is aware that institutional investors have the knowledge and expertise to analyse market information and make their independent and objective conclusions of the information available.
Institutional investors are expected to give due weight to relevant factors drawn to their attention when evaluating the Company’s governance arrangements in particular those relating to board structure and composition and departure from the Code of Corporate Governance.
PRINCIPLE 11: CONFLICTS OF INTEREST
The directors are fully aware of their obligations regarding dealings in securities of the Company as required by the Capital Markets Rules in force during the year. Moreover, they are notified of blackout periods prior to the issue of the Company’s interim and annual financial information during which they may not trade in the Company’s shares and bonds. Meanwhile, Mr Alfred Pisani, Mr Joseph Pisani and Mr Moussa Atiq Ali have common directorships with the ultimate parent of the Corinthia Group. Commercial relationships between International Hotel Investments p.l.c. and CPHCL Company Limited are entered into in the ordinary course of business.
The Conflict of Interest policy aims to increase transparency and integrity within the Group by giving all members the opportunity to disclose any potential Conflict of Interest they may be involved in. The policy lists several situations which may lead to a Conflict of Interest and also stipulates that acceptance of gifts, such as hospitality, free travel, tickets, or invitations to sports or entertainment events or other benefits, is considered a conflict of interest if the value of the gift is equal to or greater than €200 or in total exceeds €200 in a 12-month period.
As at year end, Mr Alfred Pisani had a beneficial interest of 5,061,879 shares and indirectly a beneficial interest of 6,469,982 shares. Mr Richard Cachia Caruana had an indirect beneficial interest of 50,000 shares, Mr Frank Xerri de Caro had a beneficial interest of 10,927 shares. None of the other Directors of the Company have any interest in the shares of the Company or the Company’s subsidiaries or investees or any disclosable interest in any contracts or arrangements either subsisting at the end of the last financial year or entered into during this financial year.
PRINCIPLE 12: CORPORATE SOCIAL RESPONSIBILITY
The Company understands that it has an obligation towards society at large to put into practice sound principles of Corporate Social Responsibility (CSR). It has embarked on several initiatives which support the community, its culture, as well as sports and the arts in the various locations where it operates.
The Company recognizes the importance of good CSR principles within the structure of its dealings with its employees. In this regard, the Company actively encourages initiative and personal development and consistently creates such opportunities. The Company is committed towards a proper work-life balance and the quality of life of its workforce and their families, and of the environment in which it operates.
NON-COMPLIANCE WITH THE CODE
PRINCIPLE 7: EVALUATION OF THE BOARD’S PERFORMANCE Under the present circumstances, the board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role, as the board’s performance is always under the scrutiny of the shareholders.
PRINCIPLE 9: CONFLICTS BETWEEN SHAREHOLDERS Currently there is no established mechanism disclosed in the Company’s memorandum and articles of association to trigger arbitration in the case of conflict between the minority shareholders and the controlling shareholders. In any such cases should a conflict arise, the matter is dealt with in the board meetings and through the open channel of communication between the Company and the minority shareholders via the Office of the Company Secretary.
Approved by the board of directors and signed on its behalf by Richard Cachia Caruana (Non-Executive Director and Chairman of the Audit Committee) and Joseph Pisani (Director) on 29 April 2025. OTHER DISCLOSURES IN TERMS OF CAPITAL MARKETS RULES
Pursuant to Capital Markets Rule 5.64.1
Share capital structure The Company’s issued share capital is six hundred and fifteen million and six hundred and eighty-four thousand nine hundred and twenty (615,684,920) ordinary shares of €1 each. 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.
Pursuant to Capital Markets Rule 5.64.3
Shareholders holding 5 per cent or more of the equity share capital as at 31 December 2024:
There were no changes in shareholders holding 5 per cent or more of the equity share capital as at 29 April 2025. Pursuant to Capital Markets Rule 5.64.8 Appointment and replacement of directors
In terms of the Memorandum and Articles of Association of the Company, the directors of the Company shall be appointed through an election. All shareholders are entitled to vote for the nominations in the list provided by the nominations committee. The rules governing the nomination, appointment and removal of directors are contained in Article 19 of the Articles of Association.
Amendments to the Memorandum and Articles of Association
In terms of the Companies Act the Company may by extraordinary resolution at a general meeting alter or add to its Memorandum or Articles of Association. Pursuant to Capital Markets Rule 5.64.9
Powers of board members
The powers of directors are outlined in Article 21 of the Articles of Association.
Statement by the directors pursuant to Capital Markets Rule 5.70.1
Pursuant to Capital Markets Rule 5.70.1 there are no material contracts to which the Company, or anyone of its subsidiaries, was party to and in which anyone of the directors had a direct or indirect interest therein. Pursuant to Capital Markets Rule 5.70.2
Company Secretary and registered office
Stephen Bajada 22 Europa Centre, John Lopez Street Floriana FRN 1400,
Malta
Pursuant to Capital Markets Rule 5.97.4 Internal Controls and Risk mitigation practices
Internal Control
The board 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.
Through the Audit Committee, the board reviews the effectiveness of the Company’s system of internal controls.
The key features of the Company’s system of internal control are as follows:
Organization
The Company operates through the CEOs with clear reporting lines and delegation of powers.
Control Environment
The Company is committed to the highest standards of business conduct and seeks to maintain these standards across all its operations. Company policies and employee procedures are in place for the reporting and resolution of improper activities.
The Company has an appropriate organizational structure for planning, executing, controlling and monitoring business operations in order to achieve Company objectives. Lines of responsibility and delegation of authority are documented. The Company has implemented control procedures designed to ensure complete and accurate accounting for financial transactions and to limit the potential exposure to loss of assets or fraud. Measures taken include physical controls, segregation of duties and reviews by management, internal audit and the external auditors.
Risk Identification
Company management is responsible for the identification and evaluation of key risks applicable to their respective areas of business. These risks are assessed on a continued basis and may be associated with a variety of internal or external sources including control breakdowns, disruption in information systems, competition, natural catastrophe and regulatory requirements.
A risk management function has been set up and training on risk management is being extended to all the Company’s subsidiaries.
Information and Communication
The Company participates in periodic strategic reviews including consideration of long-term financial projections and the evaluation of business alternatives.
Monitoring and Corrective Action
There are clear and consistent procedures in place for monitoring the system of internal financial controls. The Audit committee met 12 times in 2023 and, within its terms of reference, reviews the effectiveness of the Company’s system of internal financial controls. The Committee receives reports from management, internal audit and the external auditors. 2024 REMUNERATION STATEMENT
In terms of Rule 8A.4 of the Code, the Company is to include a remuneration statement in its annual report which shall include details of the remuneration policy of the Company and the financial packages of Directors and Senior Executives.
The resolution by the shareholders of the Company at the Annual General Meeting held on 9th June 2022, approved an aggregate figure for fees and remuneration due to the Chairman and Directors of the Company, capped at €1,300,000 per annum. This figure relates to:
REMUNERATION COMMITTEE
The role of the Nomination and Remuneration Committee is to devise the appropriate packages needed to attract, retain, and motivate Directors, whether executive or not, as well as senior executives with the right quality and skills for the proper management of IHI and its subsidiaries. The Nomination and Remuneration Committee operates under its Terms of Reference. These terms define the scope of its authority and the procedures it must follow. This Committee is a sub-committee of the Board and is directly responsible and accountable to the Board.
In 2024 the members of the Nomination and Remuneration Committee were Mr Alfred Camilleri as Chairman (appointed on 28 February 2024), and non-executive directors Mr Joseph Pisani, Mr Richard Cachia Caruana and Mr Mohamed Mahmoud Shawsh as members.
Mr Stephen Bajada acted as Secretary to the Committee.
The Nomination and Remuneration Committee met seven times in the course of 2024.
REMUNERATION POLICY – DIRECTORS AND SENIOR EXECUTIVES
The Remuneration Policy was approved at the 24th Annual General Meeting of 11 th June 2024.
It outlines the main principles upon which the fixed and variable elements of the remuneration of Directors, and senior executives are set. The policy further delineates the various components comprising fixed and variable elements, encompassing bonuses and other benefits.
The Chairman and senior executives are entitled to a fixed base salary based on a predefined amount and is determined based on the experience, knowledge, and responsibilities which the position entails.
Meanwhile, non-Executive directors are entitled to a fixed yearly remuneration fee.
The compensation and employment conditions of the Board of Directors of the Company, including the Chairman, and senior executives are considered to be in line with the pay and employment conditions applied by international companies operating in the same sector as the Company and are considered commensurate to the importance of the role performed by such person/s in a Company of such reputation and standing. In determining its remuneration levels, and to ensure that it attracts the right talent, the Company consults with reputable international recruitment and advisory agencies who provide compensation and benefits related data, in order to ensure that it remains an attractive employer of choice.
The variable performance bonus awarded to the Chairman and the CEO is based on a predefined percentage of EBITDA. The variable performance bonus of senior executives is based on a balanced scorecard system, considering various criteria including but not limited to the Company’s goals and personal performance. The variable remuneration is considered and approved by the Nomination and Remuneration Committee. The Non-Executive Directors are not entitled to any variable performance bonus.
All senior executives are entitled to non-cash benefits in terms of a number of services offered by the Group. These are mainly limited to discounts for services rendered by the Company and its subsidiaries. The Chairman and Senior executives are entitled for company financed health insurance. Furthermore, the Chairman and the directors of the Company are entitled to complimentary accommodation at the Company’s hotels, and F&B establishments.
In 2024 the Company did not offer share-based remuneration, profit-sharing, stock options, but offered limited pension benefits to all UK based employees, in line with local legislative requirements.
According to the Company's Articles of Association, directors are appointed by shareholders at general meetings and serve until the subsequent general meeting. No contractual agreements exist between directors and the Company that include provisions for termination payments or other compensations associated with early termination.
The remuneration earned by the Chairman, the non-executive Directors of the Company, and the CEO during 2024 amounted to €2,513,729.
The following table provides a summary of the remuneration and emoluments earned and paid to the Directors and the CEO for 2024, including fees paid in connection with their membership of board committees and other subsidiary boards:
Remuneration and Emoluments for Years Ended 2024 & 2023
Directors’ remuneration levels reflect the number of subsidiary companies’ boards on which the different Directors sit on, as also certain statutory positions, including the Audit and Remuneration Committee.
In terms of the requirements within Appendix 12.1 of the Capital Markets Rules, the following table presents the annual change of remuneration, of the Company’s performance, and of average remuneration on a full-time equivalent basis of the Group’s employees and directors over the four most recent financial years.
*The closest equivalent to EBITDA
The year 2021 was materially impacted by COVID-19 and the resultant restrictions.
On the basis of legal advice received by the Company, the remuneration of the directors and CEO discussed within this report is solely determined on the basis of remuneration payable by International Hotel Investments p.l.c. as the parent and its subsidiaries.
Mr Simon Naudi, CEO, has been appointed Managing Director of the Group with effect from 18 January 2024.
The remuneration policy of the Company was approved by a binding vote of the shareholders at the 2024 Annual General Meeting. The result of the vote was as follows: 208,171,359 for and 1,390,645 against. This remuneration policy shall be reviewed regularly, and any material amendments thereto shall be submitted to a vote by the annual general meeting of the Company before adoption, and in any case at least every four years.
The Remuneration Statement has undergone a thorough review by the Company’s external auditors to ensure compliance with the stipulations outlined in Appendix 12.1 of the Capital Market Rules.
Signed on behalf of the board of directors by Richard Cachia Caruana (Senior Independent Non-Executive Director) on 29 April 2025.
Registered Office 22 Europa Centre, Floriana FRN 1400, Malta
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