Grand Harbour Marina p.l.c.
Annual Report
2021
Company Registration Number: C 26891
Grand Harbour Marina p.l.c.
Page
Annual Report
Chairman’s Statement
1
Directors’ Report
5
Statement of the Directors’ Responsibilities
11
Directors’ Statement of Compliance with the
Code of Principles of Good Corporate Governance
12
Other Disclosures in terms of the Capital Markets Rules
23
Remuneration Report
25
Consolidated and Separate Financial Statements
Statement of financial position
28
Statement of profit or loss and other comprehensive income
29
Statement of changes in equity
30
Statement of cash flows
32
Notes to the financial statements
33
Independent Auditors’ Report
1
Grand Harbour Marina p.l.c.
Chairman’s Statement
Year Ended 31 December 2021
Overview
Summary of Group Results (assuming a proportional consolidation of the investment in joint venture)
2021
2020
Grand
Harbour
Marina
45%
Share of
IC Cesme
Combined
Grand
Harbour
Marina
45%
Share of
IC Cesme
Combined
€m
€m
€m
€m
€m
€m
Revenues
3.62
1.73
5.35
4.10
1.51
5.61
EBITDA
1.58
0.98
2.56
2.05
0.73
2.78
Profit before tax
0.40
(1.16)
(0.76)
0.81
(1.06)
(0.25)
Profit after tax
0.11
(0.88)
(0.77)
0.47
(0.85)
(0.38)
All figures above are shown before applying IFRS 11
Joint Arrangements
which would exclude the results of
the Group’s joint ventures from the detailed lines of the Statement of profit or loss and other comprehensive
income.
Grand Harbour Marina p.l.c. Consolidated
The Consolidated Financial Statements for the year ended 31 December 2021 include the 45% beneficial interest
of Grand Harbour Marina p.l.c. (“
GHM
” or the “
Company
”) in IC Cesme Marina Yatirim, Turizm ve Isletmeleri
Anonim Sirketi (“
IC Cesme
”), and the results of a wholly owned subsidiary, Maris Marine Limited (“
MML
”), the
latter being immaterial.
Total revenue at GHM decreased from €4.10 million to €3.62 million, while the Group’s share of revenues at IC
Cesme increased to €1.73 million in 2021, compared to €1.51 million in 2020. EBITDA, Profit before tax and Profit
after tax at GHM fell by €0.47 million, €0.41 million and €0.36 million respectively compared to 2020. The Group’s
share of EBITDA at IC Cesme increased by €0.25 million, while the share of Profit before tax and share of Profit
after tax contracted by €0.10 million and €0.03 million respectively.
Grand Harbour Marina
Annual Results
€m
2021
2020
2019
2018
2017
Marina operating revenues
3.6
4.1
4.1
4.7
4.1
Direct costs
(0.7)
(0.8)
(0.8)
(1.2)
(0.9)
Operating expenses
(1.3)
(1.3)
(1.6)
(1.9)
(1.9)
EBITDA
1.6
2.0
1.7
1.6
1.3
PBT
0.4
0.8
0.4
0.7
0.4
Capital expenditure
0.0
0.1
0.2
0.2
0.2
2
Grand Harbour Marina p.l.c.
Chairman’s Statement (continued)
Year Ended 31 December 2021
Grand Harbour Marina (continued)
Trading
Sales revenues in 2021 contracted by €0.5 million when compared to 2019 and 2020, as the Company suffered
numerous cancellations on superyacht visitors, following the legal notice issued on the 15 July 2021 requiring
unvaccinated people to present a negative-PCR test upon entry into Malta, in the absence of which a 14-day
mandatory quarantine would apply. The Company also experienced lower superyacht seasonal bookings during
the Winter period due to uncertainty of lockdowns.
The Company registered EBITDA of €1.6 million, lower than 2020 by €0.4 million, on the back of the
aforementioned fall in sales. With net finance costs of €0.8 million (primarily made up of €0.7 million bond
interest cost, €0.4 million interest expense on lease liabilities less interest receivable of €0.3 million) and
depreciation of €0.4 million, the Company achieved a €0.4 million profit before tax (2020: €0.8 million). GHM
paid no dividends during the year (2020: €nil).
Marketing and Corporate Social Responsibility
The team at the Grand Harbour Marina has continued to be committed to the social responsibilities, in particular
with regards to conducting business in an ethical manner, protecting the environment and positively contributing
to the communities it is part of.
During 2021 the Company supported the Birgu Local Council in presenting its residents with a publication of
historic photographs of the locality. The aim was to boost community moral during a time when most were
restricted at home. The Company also donated funds to “Beating Hearts Malta”, “Write Deal Association”,
“Puttinu Cares” and “Malta Community Chest Fund”.
Together with Transport Malta, the Company co-sponsored ‘Nettuno’, a production aired on the national
station “TVM”. The series was aimed at informing the general public on safety aspects when boating.
As done in previous years, the marina supported the Royal Malta Yacht Club during the 42
nd
edition of the Rolex
Middle Sea Race. The marina hosted several yachts participating in the race including Skorpios, Rambler and
Comanche. This regatta draws international attention, invaluable for both the marina as well as the island
promotion abroad.
Valuation
The market capitalisation of GHM on the Malta Stock Exchange on 18 April 2022 amounted to €12.40 million (31
March 2021: €13.20 million).
3
Grand Harbour Marina p.l.c.
Chairman’s Statement (continued)
Year Ended 31 December 2021
IC Cesme
Annual Results (for 100% of the Marina)
€m
2021
2020
2019
2018
2017
Seaside revenues
2.2
2.0
2.3
2.3
2.7
Landside revenues
1.7
1.3
2.0
1.9
2.1
Total revenues
3.9
3.3
4.3
4.2
4.8
Direct costs
(0.3)
(0.2)
(0.3)
(0.3)
(0.3)
Operating expenses
(1.4)
(1.5)
(1.6)
(2.5)
(3.7)
EBITDA
2.2
1.6
2.4
1.4
0.8
PBT
(2.6)
(2.4)
0.1
0.4
(0.3)
Capital expenditure
0.2
-
0.1
0.1
0.1
Trading
IC Cesme Marina, the Company’s 45% joint venture with IC Holdings, improved performance on both seaside &
landside revenues, when compared to 2020 levels, whilst maintaining the 2019 levels on the seaside revenues.
However, landside revenues were below 2019 levels due to the pandemic-related limitations established by the
government of Turkey until June 2021. Geo-political uncertainties throughout the year led to a further 30%
reduction in the average value of Turkish Lira against the Euro which changed from an average of 8.01 in 2020 to
10.44 in 2021.
Revenues in 2021 increased by €0.6 million from 2020. The imposed limitations due to the pandemic have
affected the travels & the visitor numbers of the marina. However, the season regained its strength once the
limitations were lifted in June 2021. This resulted in an increase in berthing as well as tenant revenues. However,
since Turkish regulation does not allow the tenant contracts to be in foreign currency, the strong season sales
was not reflected in Euro revenues due to the devaluation of the Turkish Lira during the year.
Operating expenses, excluding depreciation, decreased to €1.4 million, thanks to the weak Turkish currency
applied to local costs. After foreign exchange losses, net finance charges, depreciation, and IFRS 16 related costs
totalling €4.8 million, IC Cesme made a loss before tax of €2.6 million, compared to the loss before tax of €2.4
million in 2020. Loss after tax of €1.9 million (2020: loss after tax of €1.9 million) reflected a tax credit of €0.7
million (2020: €0.5 million tax credit). These results were mainly steered by the significant devaluation of the
Turkish Lira which increased the joint venture’s foreign exchange losses to €3.8 million during 2021 (2020: €2.8
million).
The Group’s 45% share of IC Cesme’s after tax loss of €0.88 million marked a marginal decrease over the 2020
share of after-tax loss of €0.85 million, and this is included within its total share of losses of equity-accounted
investees.
Marketing and Corporate Social Responsibility
Given the lack of European and international yacht traffic to the Turkish coast generally, IC Cesme management
has been focused on both retaining existing Turkish clients as well as attracting new ones. Although there
continues to be a high turnover of customers at IC Cesme Marina, with 119 boats leaving throughout 2021 mainly
due to changing location or sale of the boat, the marina attracted 126 new boats during the year with over 39%
being returning customers or customers converting from seasonal contracts.
The average berthing area of the
new berths was around 9% higher than the leavers, with the net gain of 7 boats.
4
Grand Harbour Marina p.l.c.
Chairman’s Statement (continued)
Year Ended 31 December 2021
IC Cesme Marina (continued)
Marketing and Corporate Social Responsibility (continued)
In September 2021, IC Cesme Marina supported again the Arkas Aegean Link Regatta which attracted a record
44 sailing yachts to the 2021 race with approximately 450 yacht crew taking part over 3 days of the Regatta.
In addition, it was awarded as The Best Aegean Super Yacht Marina by Acrew, as a leading superyacht marina
destination offering the best in service and facilities in the Aegean Sea in 2021. Cesme Marina has received a
second Green Apple Environment accolade (Europe Champion 2021) from The Green Apple Awards with the
ongoing Squid Nests, Trepang and Artificial Reef Projects.
Valuation
CBRE valued 100% of IC Cesme Marina at TL 230.3 million (€15.7 million) as at 31 December 2021, with the 2020
CBRE valuation being TL 143.7 million valuation (€15.9 million). This marginal decrease reflects adverse effects
brought about by the pandemic and the considerable loss of the Turkish Lira against all major currencies.
Group Outlook
Throughout the pandemic, and now against the backdrop of developments in the Russia-Ukraine conflict, the
Group’s focus has been to firmly monitor on an ongoing basis, the direct and indirect impacts of these situations
on its business model and cash flow generation.
Although 2021 has proven to be another challenging year, the Board of Directors reaffirm the Group is well-
positioned to honour its financial obligations as they fall due with particular reference to the interest payable on
the listed bonds, as well as bank borrowings and other related obligations.
Signed by the Company’s Chairman, Lawrence Zammit, on 18 April 2022 as per Directors’ Declaration on ESEF
Annual Financial Report submitted in conjunction with the Annual Report Financial Statements 2021.
5
Grand Harbour Marina p.l.c.
Directors’ Report
Year Ended 31 December 2021
The directors have prepared this directors’ report for the Company in accordance with Article 177 of the
Companies Act, 1995 (Chapter 386, Laws of Malta) (the “
Act
”) including the further provisions as set out in the
Sixth Schedule to the Act.
Board of Directors
Lawrence Zammit (Chairman)
Franco Azzopardi
Victor Lap Lik Chu
Elizabeth Ka Yee Kan
Principal Activities
The principal activities of the Company and its joint venture are the acquisition, development, operation and
management of marinas. The Company is geared towards providing a high-quality service to yachts, with a
particular emphasis on superyachts, which by their very nature, demand high level marina related services.
Currently the Company owns the Grand Harbour Marina in Malta, and the 45% interest in IC Cesme in Turkey.
The marinas are operated and managed in association with the internationally well-known company Camper &
Nicholsons Marinas Limited (“
CNML
”), a company largely involved in the management and operation of marinas
worldwide.
The principal activity of each of the Company and its joint venture entity is therefore to seek prospective
customers to berth their vessels within the facilities at the Grand Harbour Marina in Vittoriosa, Malta , and at IC
Cesme respectively, and to service their respective existing customers by providing the high-quality service
required by both yacht owners and their crews.
Review of Business Development and Financial Position
The Chairman’s Statement reviews the development of the business of the Company and its joint venture for the
reporting year. The results of its operations are set out in the Statements of Profit or Loss and Other
Comprehensive Income.
The financial position at 31 December 2021, as disclosed in the Statement of Financial Position as at this date,
reflects a healthy state of affairs.
6
Grand Harbour Marina p.l.c.
Directors’ Report (continued)
Year Ended 31 December 2021
Future Developments
The directors continue to place emphasis on improving operating efficiency at both GHM and IC Cesme to
strengthen the sustainability of the Company.
Furthermore, the directors, despite these challenging times, have confidence that the investment in IC Cesme
will resume reaping benefits, thereby generating increasing value for the shareholders.
Principal Risks and Uncertainties
A financial risk management overview is given in note 29 to the financial statements and presents information
about the Company’s and Group’s exposure to risk, the objectives, policies and processes for measuring and
managing risk and the Company’s management of capital. Apart from the risks explained under that note which
also form an integral part of this report the Company is exposed to other principal business and operational risks
as explained below.
The financial performance of the Company partly depends on the timing, number and extent of berth sales.
Whereas the Company’s business model has been shifting towards a financial performance based on the
maximisation of marina occupancy and closer management of costs, there inevitably remains an exposure, to a
certain extent, to the risks associated with the trends and future outlook of the berth sale industry as a whole.
Inevitably, the Company is also exposed to competition from other marinas, locally and abroad. In addition, there
may be matters, outside the control of the Company which may have a negative impact on the development of
the marina, namely, the development of the surrounding areas.
Going Concern
The Directors have reviewed the Company’s budget for the next financial year. On the basis of this review, after
making enquiries, and in the light of the current financial position and the funding arrangements in place, the
directors confirm, in accordance with Capital Markets Rule 5.62, that they have a reasonable expectation that
the Company has adequate resources to continue in operational existence for the foreseeable future.
Dividends and Reserves
There was no dividend payment during 2021 (2020: no dividend payment).
The movements on reserves and the amounts carried forward to next year are as set out in the Statement of
Changes in Equity.
Auditors
On the 15 December 2021, KPMG Malta notified the Company of their resignation from auditors. Concurrently
with their resignation, KPMG Malta confirmed that there was no circumstance around their resignation that
should be brought to the attention of the shareholders or creditors of the Company. On the 11 January 2022,
Deloitte Audit Limited were appointed as auditors of the Company up until the next Annual General Meeting of
the Company. A resolution proposing the reappointment of Deloitte Audit Limited as auditors of the Company
will be submitted at the forthcoming Annual General Meeting of the Company.
Subsequent events
Details of events occurring after the balance sheet date are disclosed in note 32 to the financial statements.
7
Grand Harbour Marina p.l.c.
Directors’ Report (continued)
Year Ended 31 December 2021
Disclosure in terms of the Capital Markets Rules
Pursuant to Capital Markets Rule 5.64
Share capital structure
The Company’s authorised and issued share capital is two million and four hundred thousand Euro (€2,400,000)
divided into twenty million (20,000,000) fully paid-up ordinary shares of a nominal value of twelve Euro cents
each (€0.12). All of the issued shares of the Company form part of one class of ordinary shares in the Company,
which shares are listed on the Malta Stock Exchange. All shares in the Company have the same rights and
entitlements and rank
pari passu
between themselves.
The following are highlights of the rights attaching to the shares:
Dividends:
The shares carry the right to participate in any distribution of dividend
declared by the Company;
Voting rights:
Each share is entitled to one vote at meetings of shareholders;
Pre-emption rights:
Subject to the limitations contained in the Memorandum and Articles of
Association, shareholders in the Company shall be entitled, in
accordance with the provisions of the Company’s Memorandum and
Articles of Association, to be offered any new shares to be issued by the
Company a right to subscribe for such shares in proportion to their then
current shareholding, before such shares are offered to the public or to
any person not being a shareholder;
Capital distributions:
The shares carry the right for the holders thereof to participate in any
distribution of capital made whether on a winding up or otherwise;
Transferability:
The shares are freely transferable in accordance with the rules and
regulations of the Malta Stock Exchange, applicable from time to time;
Other:
The shares are not redeemable and not convertible into any other form
of security;
Mandatory takeover bids:
Chapter 11 of the Capital Markets Rules, implementing the relevant
Squeeze-Out and Sell-Out Rules provisions of Directive 2004/25/EC of
the European Parliament and of the Council of 21 April 2004, regulates
the acquisition by a person or persons acting in concert of the control of
a company and provides specific rules on takeover bids, squeeze-out
rules and sell-out rules. The shareholders of the Company may be
protected by the said Capital Markets Rules in the event that the
Company is subject to a Takeover Bid (as defined therein). The Capital
Markets Rules may be viewed on the official website of the Malta
Financial Services Authority -
.
8
Grand Harbour Marina p.l.c.
Directors’ Report (continued)
Year Ended 31 December 2021
Disclosures in terms of the Capital Markets Rules (continued)
Pursuant to Listing Capital Markets 5.64 (continued)
Holdings in excess of 5% of the share capital
On the basis of information available to the Company as at the 31 December 2021, Camper & Nicholsons Marina
Investments Limited held 17,393,590 shares in the Company, equivalent to 86.97% of its total issued share
capital.
Other than the aforesaid, no person holds any shareholding in excess of 5% of the total issued share capital of
the Company.
Appointment/Replacement of Directors
In terms of the Memorandum and Articles of Association of the Company, the directors of the Company shall be
appointed by the shareholders in the annual general meeting as follows:
(a)
Any shareholder/s who in the aggregate hold not less than 200,000 shares having voting rights in the
Company shall be entitled to nominate a fit and proper person for appointment as a director of the Company.
The directors themselves or a committee thereof may make recommendations and nominations to the
shareholders for the appointment of directors at the next following annual general meeting.
(b)
Shareholders are granted a period of at least fourteen (14) days to nominate candidates for appointment as
Directors. Such notice may be given by the publication of an advertisement in at least two (2) daily
newspapers. All such nominations, including the candidate’s acceptance to be nominated as director, shall
on pain of disqualification be made on the form to be prescribed by the directors from time to time and shall
reach the Office not later than fourteen (14) days after the publication of the said notice (the “
Submission
Date
”); provided that the Submission Date shall not be less than fourteen (14) days prior to the date of the
meeting appointed for such election. Nominations to be made by the directors or any sub-committee of the
directors appointed for that purpose shall also be made by not later than the date established for the closure
of nominations to shareholders.
(c)
In the event that there are either less nominations than there are vacancies on the Board or if there are as
many nominations made as there are vacancies on the Board, then each person so nominated shall be
automatically appointed a director unless a shareholder demands that a vote be taken in respect of all or any
one or more of the nominees.
(d)
In the event that there are more nominations made, then an election shall take place. After the date
established as the closing date for nominations to be received by the Company for persons to be appointed
directors, the directors shall draw the names of each candidate by lot and place each name in a list in the
order in which they were drawn. The list shall be signed by the Chairman and the Company Secretary for
verification purposes.
9
Grand Harbour Marina p.l.c.
Directors’ Report (continued)
Year Ended 31 December 2021
Disclosures in terms of the Capital Markets Rules (continued)
Pursuant to Capital Markets Rule 5.64 (continued)
Appointment/Replacement of Directors (continued)
(e)
On the notice calling the annual general meeting at which an election of directors is to take place there shall
be proposed one resolution for the appointment of each candidate in the order in which the names were
drawn, so that there shall be as many resolutions as there are candidates. The directors shall further ensure
that any Member may vote for each candidate by proxy.
(f)
At the general meeting at which the election of directors is to take place the Chairman shall propose the
name of each candidate as a separate resolution and the shareholders shall take a separate vote for each
candidate (either by a show of hands or through a poll). Each shareholder shall be entitled, in the event of a
poll, to use all or part only of his votes on a particular candidate.
(g)
Upon a resolution being carried, the candidate proposed by virtue of that resolution shall be considered
elected and appointed a director. No further voting shall take place once enough resolutions have been
passed to ensure that all vacancies on the Board have been filled, even if there are still candidates with
respect to whom a resolution has not yet been called.
(h)
Shareholders may vote in favour or against the resolution for the appointment of a director in any election,
and a resolution shall be considered carried if it receives the assent of more than 50% of the shareholders
present and voting at the meeting.
(i)
Subject to the above, any vacancy among the directors may be filled by the co-option of another person to
fill such vacancy. Such co-option shall be made by the Board and shall be valid until the conclusion of the
next annual general meeting.
Procedures for amendment to the Memorandum and Articles of Association
In terms of the Companies Act, Cap 386 of the Laws of Malta, the Company may by extraordinary resolution at a
general meeting alter or add to its Memorandum or Articles of Association. An extraordinary resolution is one
where:
(a)
it has been taken at a general meeting of which notice specifying the intention to propose the text of the
resolution as an extraordinary resolution and the principal purpose thereof has been duly given;
(b) it has been passed by a shareholder or shareholders having the right to attend and vote at the meeting
holding in the aggregate not less than seventy-five per cent (75%) in nominal value of the shares issued by
the Company represented and entitled to vote at the meeting, and at least fifty-one per cent (51%) in
nominal value of all the shares issued by the Company and entitled to vote at the meeting.
If one of the aforesaid majorities is obtained but not both, another meeting shall be duly convened within 30
days to take a fresh vote on the proposed resolution. At the second meeting the resolution may be passed by a
shareholder or shareholders having the right to attend and vote at the meeting holding in the aggregate not less
than seventy-five per cent (75%) in nominal value of the shares issued by the Company represented and entitled
to vote at the meeting. However, if more than half in nominal value of all the shares issued by the Company
having the right to vote at the meeting is represented at that meeting, a simple majority in nominal value of such
shares so represented shall suffice.
10
Grand Harbour Marina p.l.c.
Directors’ Report (continued)
Year Ended 31 December 2021
Disclosures in terms of the Capital Markets Rules (continued)
Pursuant to Capital Markets Rule 5.64 (continued)
Board members’ powers
The directors are vested with the management of the Company, and their powers of management and
administration emanate directly from the Memorandum and Articles of Association and the law. The directors
are empowered to act on behalf of the Company and in this respect have the authority to enter into contracts,
sue and be sued in representation of the Company. In terms of the Memorandum and Articles of Association they
may do all such things that are not by the Memorandum and Articles of Association reserved for the Company in
general meeting.
In particular, the directors are authorised to issue shares in the Company with such preferred, deferred or other
special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the
directors may from time to time determine, as long as such issue of equity securities falls within the authorised
share capital of the Company. Unless the shareholders otherwise approve in a general meeting, the Company
shall not, in issuing and allotting new shares:
(a)
allot any of them on any terms to any person unless an offer has first been made to each existing shareholder
to allot to him at least on the same terms, a proportion of the new shares which is as nearly as practicable
equal to the proportion in nominal value held by him of the aggregate shares in issue in the Company
immediately prior to the new issue of shares; and
(b)
allot any of them to any person upon the expiration of any offer made to existing shareholders in terms of
a) above. Any such shares not subscribed for by the existing shareholders may be offered for subscription to
the general public under the same or other conditions which however cannot be more favourable to the
public than offer made under (a).
Furthermore, the Company may, subject to such restrictions, limitations and conditions contained in the
Companies Act, acquire its own shares.
Save as otherwise disclosed herein, the provisions of Capital Markets Rules 5.64.2, 5.64.4 to 5.64.7, 5.64.10 and
5.64.11 are not applicable to the Company.
Signed on behalf of the Company’s Board of Directors on 18 April 2022 by Lawrence Zammit (Chairman) and
Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in
conjunction with the Annual Report Financial Statements 2021.
11
Grand Harbour Marina p.l.c.
Statement of the Directors’ Responsibilities
The directors are required by the Companies Act (Cap. 386) to prepare financial statements in accordance with
International Financial Reporting Standards as adopted by the EU which give a true and fair view of the state of
affairs of the Company and the Group at the end of each financial year, and of the profit or loss of the Company
and the Group for the year then ended.
In preparing the financial statements, the directors should:
•
select suitable accounting policies and apply them consistently;
•
make judgments and estimates that are reasonable; and
•
prepare the financial statements on a going concern basis, unless it is inappropriate to presume that the
Company and the Group will continue in business as a going concern.
The directors are responsible for ensuring that proper accounting records are kept which disclose with reasonable
accuracy at any time the financial position of the Company/Bank and the Group and which enable the directors
to ensure that the financial statements comply with the Companies Act (Cap. 386). This responsibility includes
designing, implementing and maintaining such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
The directors are also responsible for safeguarding the assets of the Company and the Group, and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
Additionally, the directors are responsible for:
•
the preparation and publication of the Annual Financial Report, including the consolidated financial
statements and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A,
in accordance with the requirements of the European Single Electronic Format Regulatory Technical
Standard as specified in the Commission Delegated Regulation (EU) 2019/815 (the “ESEF RTS”),
•
designing, implementing, and maintaining internal controls relevant to the preparation of the Annual
Financial Report that is free from material non-compliance with the requirements of the ESEF RTS,
whether due to fraud or error,
and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into a
single electronic reporting format.
Statement of responsibility pursuant to the Capital Market Rules issued by MFSA
In accordance with Capital Market Rule 5.68, we confirm that to the best of our knowledge:
a)
the financial statements give a true and fair view of the financial position of the Company and the Group
as at 31 December 2021 and of their financial performance and cash flows for the year then ended, in
accordance with International Financial Reporting Standards as adopted by the EU; and
b)
the Directors’ Report includes a fair review of the performance of the business and the financial
position of the Company and the Group, together with a description of the principal risks and
uncertainties that they face.
Signed on behalf of the Company’s Board of Directors on 18 April 2022 by Lawrence Zammit (Chairman) and
Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in
conjunction with the Annual Report Financial Statements 2021.
12
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance
Introduction
Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, the Company as a
company whose securities are listed on a regulated market should endeavour to adopt the Code of Principles of
Good Corporate Governance contained in Appendix 5.1 of the Capital Markets Rules (the “
Code
”). In terms of
Capital Markets Rule 5.94, the Company is obliged to prepare a report explaining how it has complied with the
Code. For the purposes of the Capital Markets Rules, the Company is hereby reporting on the extent of its
adoption of the Code.
The Company acknowledges that the Code does not dictate or prescribe mandatory rules but recommends
principles of good practice. However, the directors strongly believe that such practices are in the best interests
of the Company and its shareholders and that compliance with principles of good corporate governance is not
only expected by investors but also evidences the directors' and the Company's commitment to a high standard
of governance.
Good corporate governance is the responsibility of the Board, and in this regard the Board has carried out a
review of the Company’s compliance with the Code during the period under review. As demonstrated by the
information set out in this statement, the Company believes that it has, save as indicated herein the section
entitled “Non-Compliance with the Code”, throughout the accounting period under review, applied the principles
and complied with the provisions of the Code. In the Non-Compliance Section, the Board indicates and explains
the instances where it has departed from or where it has not applied the Code, as allowed by the Code.
Part 1: Compliance with the Code
Principle 1: The Board
The Board’s principal purpose is to provide the required leadership of the Company, to set the present and future
strategy of the Company and to ensure proper oversight and accountability.
The Board currently comprises three non-executive directors (including the Chairman) and one executive
director, namely Elizabeth Ka Yee Kan, who is the CEO of the Company. All of the directors were elected by the
shareholders in general meeting.
The directors,
inter alia,
exercise prudent and effective control, are accountable for their or their delegates’
actions or inactions, regularly review management performance and have a broad knowledge of the business of
the Group. The directors are aware of their statutory and regulatory requirements. They allocate sufficient time
to perform their responsibilities and regularly attend Board meetings.
The Board delegates specific responsibilities to the Audit Committee. Further details in relation to the
responsibilities of the Board and the Audit Committee are found in Principles 4 and 5 of this Statement
respectively.
Principle 2: Chairman and Chief Executive
During 2021, the chairmanship of the Company was vested with Mr Lawrence Zammit and the position of Chief
Executive Officer was occupied by Ms Elizabeth Ka Yee Kan. The roles of the Chief Executive Officer and of the
Chairman are separate from each other.
The Chairman is responsible to lead the Board and to set its agenda. The Chairman ensures that the Board’s
discussions on any issue put before it, go into adequate depth, that the opinions of all the directors are taken
into account, and that all the Board’s decisions are supported by adequate and timely information. The Chairman
was also entrusted to ensure that the Company’s executive and management team develop a strategy which is
agreed to by the Board. The Chief Executive Officer led the Company’s management team and ensured that the
Company is being managed in line with the strategies and policies set by the Board.
13
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 3: Composition of the Board
At the beginning of 2021, the Board was composed of four (4) directors, one (1) of whom had executive functions
whilst the remaining three (3) directors were non-executive. Currently, the Board comprises three (3) non-
executive directors, including the Chairman and one executive director, namely Elizabeth Ka Yee Kan, who is the
CEO of the Company. The Board considers that the size of the Board is appropriate. The combined and varied
knowledge, experience and skills of the Board members provide the balance of competences that are required,
add value to the functioning of the Board and give direction to the Company, in line with the strategies and
policies set out by the Board itself.
Lawrence Zammit and Franco Azzopardi are considered to be independent. In determining the independence or
otherwise of its directors, the Board considered, amongst others, the principles relating to independence of
directors contained in the Code, the Company’s own practice as well as general principles of good practice.
Specifically, in determining Mr. Zammit’s independence, the Board considered the fact that he has been a
director of the Company for more than twelve consecutive years. In this regard, the Board is of the view that Mr
Lawrence Zammit has always maintained his independence of judgment, objectively and independently assessing
the Company’s and management’s performance and that Mr Zammit is mindful of, and intends on maintaining
independence, professionalism and integrity in carrying out his duties, responsibilities and providing judgement
as a director of the Company.
The presence of the executive director on the Board is designed to ensure that the Board has direct access to the
individuals having the prime responsibility for the executive management of the Company and the
implementation of approved polices. Each non-executive director has submitted the declaration to the Board
declaring their independence as stipulated under code provision 3.4.
Principle 4: The Responsibilities of the Board
The Board has the first level responsibility for executing the four basic roles of Corporate Governance, namely
accountability, monitoring, strategy formulation and policy development.
In fulfilling its mandate, the Board assumes responsibility to:
a) establish appropriate corporate governance standards;
b) review, evaluate and approve, on a regular basis, long-term plans for the Company;
c) review, evaluate and approve the Company’s budgets and forecasts;
d) review, evaluate and approve major resource allocations and capital investments;
e) review the financial and operating results of the Company on the basis of key performance indicators
and benchmarking the Company’s results against industry norms;
f) ensure appropriate policies and procedures are in place to manage risks and internal control;
14
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 4: The Responsibilities of the Board (continued)
g) review, evaluate and approve the overall corporate organisation structure, the assignment of
management responsibilities and plans for senior management development;
h) review, evaluate and approve compensation to senior management; and
i) review periodically the Company’s objectives and policies relating to social, health and safety and
environmental responsibilities.
The Board has established a clear internal and external reporting system to ensure that the Board has access to
accurate, relevant and timely information. The Board has ensured that policies and procedures are in place to
maintain the highest standards of corporate conduct of the Company and its employees.
During its meetings the Board regularly discusses the directors’ statutory and fiduciary duties, the Company’s
operations and prospects, the skills and competence of senior management, the general business environment
and the Board’s expectations.
Principle 5: Board Meetings
For the period under review, the Board has implemented its policy to meet at least once every quarter. Board
meetings concentrate mainly on strategy, operational performance and financial performance of the Company.
After each Board meeting and before the next, Board minutes that faithfully record attendance, key issues and
decisions are sent to the directors. As a matter of practice, Board meetings are set well in advance of their due
date and each director is provided with detailed Board papers relating to each agenda item. Management
prepares detailed reviews for each Board meeting covering all aspects of the Company’s business.
During 2021, the Board met six (6) times. Meetings were attended as follows:
Members
No of Meetings held: (6)
Attended
Lawrence Zammit (Chairman)
6
Franco Azzopardi
6
Elizabeth Ka Yee Kan
6
Victor Lap Lik Chu
6
The Board also delegates specific responsibilities to the management team of the Company and the Audit
Committee, which operates under its formal terms of reference.
15
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 5: Board Meetings (continued)
Board Committees
Audit Committee
The Board delegates certain responsibilities to the Audit Committee, the terms of reference of which reflect the
requirements stipulated in the Capital Markets Rules, as amended by virtue of Directive (EU) 2017/828 of the
European Parliament and of the Council of 17 May 2017, amending Directive 2007/36/EC regarding the
encouragement of long-term shareholder engagement. As part of its terms of reference, the Audit Committee
has the responsibility to, if required, vet, approve, monitor and scrutinise Related Party Transactions, if any,
falling within the ambits of the Capital Markets Rules and to make its recommendations to the Board on any such
proposed Related Party Transactions. The Audit Committee also establishes internal procedures and monitors
these on a regular basis. The terms of reference for the Audit Committee are designed both to strengthen this
function within the Company and to widen the scope of the duties and responsibilities of this Committee.
The Committee also has the authority to summon any person to assist it in the performance of its duties, including
the Auditors of the Company who are invited to all relevant meetings.
For the period under review, the Audit Committee was composed of Franco Azzopardi (non-executive director
and Chairman of the Audit Committee), Lawrence Zammit (non-executive director and Chairman of the Company)
and Victor Lap Lik Chu (non-executive director). The Chairman of the Audit Committee is appointed by the Board
and is independent of the Company. Lawrence Zammit and Franco Azzopardi are independent. In assessing their
independence, the Board considered the criteria set out in Capital Markets Rule 5.119, including as far as
Lawrence Zammit is concerned, the fact that he has been a director of the Company for more than twelve
consecutive years.
During 2021, the Audit Committee met six (6) times.
Members
No of Meetings held: (6)
Attended
Franco Azzopardi
6
Lawrence Zammit
6
Victor Lap-Lik Chu*
2
*
Mr. Chu also sits on the Board of Camper & Nicholsons Marina Investments Limited. Mr. Chu does not
participate in meetings which discuss and where deemed appropriate, approve related party transactions.
16
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 5: Board Meetings (continued)
Board Committees (continued)
Audit Committee (continued)
The Board considers Mr Franco Azzopardi to be independent and competent in accounting and/or auditing on
the basis that Mr Azzopardi qualified as an accountant in 1985 and received a Master of Science in Finance from
the University of Leicester in 2006. In accordance with Capital Markets Rule 5.118, the Board considers the three
Audit Committee members as having the required competence jointly as a Committee due to their professional
background and experience in the marina industry, as well as in other sectors, at both national and international
level.
Principle 6: Information and Professional Development
Senior Executive Management
The CEO is responsible for the implementation of the strategies set by the Board, management of the business
of the Company and to deliver the results. The CEO reports directly to the Board of the Company. The Company’s
senior management, including the CEO, is appointed by the Board.
The Board is responsible for setting the business strategy and overall corporate governance of the Company. The
General Manager, Chief Operating Officer and Chief Financial Officer of the Company attended meetings of the
Board as and when requested. The attendance of such persons during Board meetings is designed to ensure that
all the directors have direct access to the day-to-day management of the Company’s business and to,
inter alia
,
ensure that the policies and strategies adopted by the Board are successfully implemented by the Company.
On joining the Board, a director is provided with briefings by the Company’s senior management on the different
activities within the Company. Each director is made aware of the Company’s on-going obligations in terms of
the Companies Act (Cap. 386), the Capital Markets Rules and other relevant legislation. Directors have access to
the advice and services of the Company Secretary who is also the legal counsel to the Board and the Company in
order to ensure that each director is aware of his or her legal obligations. The Company is also prepared to bear
the expense incurred by the directors requiring independent professional advice should they judge it necessary
to discharge their responsibilities as directors. The Board actively also considers the professional and technical
development of all directors and senior management.
The Company recognises the need for a succession plan for the senior management of the Company. The marina
service agreement with CNML provides the necessary tool for succession planning purposes. The value added by
having this marina service agreement with CNML is the possibility for the Company to tap in on any additional
resources it may require from time to time. This serves the purpose of also ensuring the continuity of operations
of the marina. Appointments and changes to senior management are the responsibility of the CEO and are
approved by the Board.
Notwithstanding that the Board has established no formal system yet, the Board and the CEO ensure that the
staff morale is duly monitored at all times.
17
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 7: Evaluation of the Board’s Performance
With respect to the year under review, the Board undertook an evaluation of its own performance, the
Chairman’s performance and that of its Committees. The Board did not per se appoint a committee to carry out
this performance evaluation, but the evaluation exercise was conducted through a discussion at a meeting of the
Board of Directors. Whilst the Board continuously seeks ways how to reasonably improve its governance
structures, the feedback obtained to date was not such to require material changes to the Company’s corporate
governance structures.
Principle 8: Committees
Remuneration Committee
As is permitted in terms of provision 8.A.2 of the Code, on the basis of the fact that the remuneration of the
directors is not performance-related, the Company has not set up a remuneration committee. The functions
which would otherwise be carried out by such committee are carried out by the Board which in so doing,
benchmarks the directors’ remuneration against the market.
Principle 9: Relations with Shareholders and with the Market and Principle 10: Institutional Investors
The Board is of the view that over the period under review the Company has communicated effectively with the
market through a number of company announcements that it published informing the market of significant
events happening within the Company, as well as the keeping the market updated with the impact of the COVID-
19 pandemic on the operations and financial performance of the Company.
The Company also communicates with its shareholders through its Annual General Meeting (further detail is
provided under the section entitled General Meetings). The Chairman arranges for all directors to attend the
annual general meeting and for the chairman of the Audit Committee to be available to answer questions, if
necessary. The Chairman also ensures that sufficient contact is maintained with major shareholders to
understand issues and concerns.
Apart from the annual general meeting, the Company intends to continue with its active communication strategy
in the market and shall accordingly continue to communicate with its shareholders and the market by way of the
Annual Report and Financial Statements, by publishing its results on a six-monthly basis during the year and
through the directors’ statements published on a six-monthly basis, and by company announcements to the
market in general. The Company recognises the importance of maintaining a dialogue with the market to ensure
that its strategies and performance are well understood and disclosed to the market in a timely manner.
The Company's website (https://cnmarinas.com/grand-harbour-marina/notification%20&%20publication) also
contains information about the Company and its business which is a source of further information to the market.
Individual shareholders can raise matters relating to their shareholding at any time throughout the year and are
provided with the opportunity to ask questions at the Annual General Meeting. Minority shareholders may
requisition a meeting of shareholders in accordance with applicable law.
Principle 11: Conflicts of Interest
The directors are aware that their primary responsibility is always to act in the interest of the Company and its
shareholders as a whole irrespective of who appointed them to the Board. Acting in the interest of the Company
includes an obligation to avoid conflicts of interest. The Board is aware of any interest directors may have in the
share capital of the Company.
18
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 1: Compliance with the Code (continued)
Principle 11: Conflicts of Interest (continued)
In the case of conflicts, the Company has strict policies in place which are based on applicable laws, rules and
regulations and which allow it to manage such conflicts, actual or potential, in the best interest of the Company.
Principle 12: Corporate Social Responsibility
The team at the Grand Harbour Marina has continued to be committed to the social responsibilities, in particular
with regards to conducting business in an ethical manner, protecting the environment and positively contributing
to the communities it is part of.
During 2021 the Company supported the Birgu Local Council in presenting its residents with a publication of
historic photographs of the locality. The aim was to boost community moral during a time when most were
restricted at home. The Company also donated funds to “Beating Hearts Malta”, “Write Deal Association”,
“Puttinu Cares” and “Malta Community Chest Fund”.
Together with Transport Malta, the Company co-sponsored ‘Nettuno’, a production aired on the national
station “TVM”. The series was aimed at informing the general public on safety aspects when boating.
As done in previous years, the marina supported the Royal Malta Yacht Club during the 42
nd
edition of the Rolex
Middle Sea Race. The marina hosted several yachts participating in the race including Skorpios, Rambler and
Comanche. This regatta draws an international attention, invaluable for both the marina as well as the island
promotion abroad.
Part 2: Non-Compliance with the Code
Principle 4: Code Provisions 4.2.7:
Code Provision 4.2.7 recommends “
the development of a succession policy for the future composition of the Board
of directors and particularly the executive component thereof, for which the Chairman should hold key
responsibility
”. In the context of the appointment of directors being a matter reserved exclusively to the
Company’s shareholders (except where the need arises to fill a casual vacancy), considering that every director
retires from office at the AGM, the Company does not consider it feasible to have in place such a succession
policy. However, the recommendation to have in place such a policy will be kept under review. An active
succession policy is however in place for senior executive positions in the Company.
Principle 7: Code Provision
Code Provision 7.1 recommends that
the board should appoint a committee chaired by a non-executive Director
in order to carry out a performance evaluation of its role
. The Board did not appoint an
ad hoc
committee to carry
out this performance evaluation. The Board believes that the size of the Company and the Board itself does not
warrant the establishment of a committee specifically for the purpose of carrying out a performance evaluation
of its role. Whilst the requirement under Code Provision 7.1 might be useful in the context of larger companies
having a more complex set-up and a larger Board, the size of the Company’s Board is such that it should enable
it to evaluate its own performance without the requirement of setting up an
ad hoc
committee for this purpose.
Additionally, the Board also notes that its performance is subject to the constant scrutiny of the Board itself, the
Company’s shareholders, the market and the rules by which the Company is regulated as a listed company.
19
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Part 2: Non-Compliance with the Code
Principle 8B (Nomination Committee):
Pursuant to the Company’s Articles of Association, the appointment of directors to the Board is reserved
exclusively to the Company’s shareholders (in line also with general and commonly accepted practice in Malta).
Any shareholder/s who in the aggregate hold not less than 200,000 shares having voting rights in the Company
is entitled to nominate a fit and proper person for appointment as a director of the Company. Furthermore, in
terms of the Memorandum and Articles of Association of the Company, the directors themselves are entitled to
make recommendations and nominations to the shareholders for the appointment of directors at the next
following annual general meeting. Within this context, the Board believes that the setting up of a Nomination
Committee is not required since the Board itself has the authority to recommend and nominate directors.
Notwithstanding this, the Board will retain under review the issue relating to the setting up of a Nomination
Committee.
Principle 9: Code Provision 9.3:
The Company does not have a formal mechanism in place as required by Code provision 9.3 to resolve conflicts
between minority shareholders and controlling shareholders and no such conflicts have arisen.
Internal Control and Risk Management
The Board reviews and is ultimately responsible for the Company's system of internal controls and for reviewing
its effectiveness. Such a system is designed to manage rather than eliminate risk to achieve business objectives,
and can provide only reasonable, and not absolute, assurance against normal business risks or loss.
The key features of the Company’s system of internal control are as follows:
Organisation
The Company operates through the management team of the Company. Such team
operates within clear reporting lines and delegation of powers granted by resolution
of the Board.
Control environment
The Company is committed to the highest standards of business conduct and seeks
to maintain these standards across all of its operations. Company policies and
employee procedures are in place for the reporting and resolution of improper
activities.
The Company has an appropriate organisational structure for planning, executing,
controlling and monitoring business operations in order to achieve Company
objectives.
Risk identification
Company management is responsible for the identification and evaluation of key
risks applicable to their respective areas of business
.
Financial reporting
Financial reporting procedures are in place to identify, control and report major risks.
The Board receives periodic management information giving comprehensive analysis
of financial and business performance against prior periods and current budgets.
20
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
General Meetings and Shareholders’ Rights
Conduct of general meetings
It is only shareholders whose details are entered into the register of members on the record date that are entitled
to participate in the general meeting and to exercise their voting rights. In terms of the Capital Markets Rules,
the record date falls 30 days immediately preceding the date set for the general meeting to which it relates. The
establishment of a record date and the entitlement to attend and vote at general meeting does not, however,
prevent trading in the shares after the said date.
In order for business to be transacted at a general meeting, a quorum must be present. In terms of the articles
of association, 51% of the nominal value of the issued equity securities entitled to attend and vote at the meeting
constitutes a quorum. If within half an hour, a quorum is not present, the meeting shall stand adjourned to the
same day in the next week, at the same time and place or to such other day and at such other time and place as
the directors may determine. In any event, the adjourned meeting must be held at least ten days after the final
convocation is issued and no new item must put on the agenda of such adjourned meeting. If at the adjourned
meeting a quorum is not yet present within half an hour from the time appointed for the meeting, the member
or members present shall constitute a quorum. Generally, the chairman of the Board presides as chairman at
every general meeting of the Company. At the commencement of any general meeting, the chairman may,
subject to applicable law, set the procedure which shall be adopted for the proceedings of that meeting. Such
procedure is binding on the members.
If the meeting consents or requires, the chairman shall adjourn a quorate meeting to discuss the business left
unattended or unfinished. If a meeting is adjourned for 30 days or more, notice of the quorate meeting must be
given as in the case of an original meeting. Otherwise, it is not necessary to give any notice of an adjourned
meeting or of the business to be transacted at such quorate meeting.
At any general meeting a resolution put to the vote shall be determined and decided by a show of hands, unless
a poll is demanded before or on the declaration of the result of a show of hands by:
I.
the chairman of the meeting; or
II.
by at least three (3) members present in person or by proxy; or
III.
any member or members present in person or by proxy and representing not less than one tenth of the
total voting power of all members having the right to vote at that meeting; or
IV.
a member or members present in person or by proxy holding equity securities conferring a right to vote at
the meeting, being equity securities on which an aggregate sum has been paid up equal to not less than
one-tenth of the total sum paid up on all the equity securities conferring that right.
Unless a poll is so demanded, a declaration by the chairman that a resolution has on a show of hands been carried
or carried unanimously, or by a particular majority, or lost together with an entry to that effect in the minute
book, shall constitute conclusive evidence of the fact without need for further proof. If a resolution requires a
particular majority in value, in order for the resolution to pass by a show of hands, there must be present at that
meeting a member or members holding in the aggregate at least the required majority. A poll demanded on the
election of the chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at the discretion of the chairman. In the case of equality of votes, whether on a show of
hands or on a poll, the chairman has a second or casting vote. On a show of hands every member present in
person or by proxy shall have one vote, and on a poll every member shall have one vote for each equity security
carrying voting rights of which he is the holder provided that all calls or other sums presently payable by him in
respect of equity securities have been paid.
21
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
General Meetings and Shareholders’ Rights (continued)
Proxy
Every member is entitled to appoint one person to act as proxy holder to attend and vote at a general meeting
instead of him. The proxy holder shall enjoy the same rights to participate in the general meeting as those to
which the member thus represented would be entitled. If a member is holding shares for and on behalf of third
parties, such member shall be entitled to grant a proxy to each of his clients or to any third party designated by
a client and the said member is entitled to cast votes attaching to some of the shares differently from the others.
In the case of voting by a show of hands, a proxy who has been mandated by several members and instructed to
vote by some shareholders in favour of a resolution and by others against the same resolution shall have one
vote for and one vote against the resolution.
The instrument appointing a proxy must be deposited at the office or by electronic mail at the address specified
in the notice convening the meeting not less than forty-eight (48) hours before the time for holding the meeting
or, in the case of a poll, not less than forty-eight (48) hours before the time appointed for the taking of the poll.
The same applies to the revocation of the appointment of a proxy.
A form of instrument of proxy shall be in such form as may be determined by the directors and which would allow
a member appointing a proxy to indicate how he would like his proxy to vote in relation to each resolution.
Including items on the agenda
A shareholder or shareholders holding not less than 5% of the issued share capital may include items on the
agenda of the general meeting and table draft resolutions for items included on the agenda of a general meeting.
Such right must be exercised by the shareholder at least 46 days before the date set for the general meeting to
which it relates.
Questions
Shareholders have the right to ask questions which are pertinent and related to the items on the agenda.
Electronic voting
In terms of the Articles of Association of the Company, the directors may establish systems to:
a)
allow persons entitled to attend and vote at general meetings of the Company to do so by electronic
means in accordance with the relevant provisions of the Capital Markets Rules; and
b)
allow for votes on a resolution on a poll to be cast in advance.
Where a shareholder requests the Company to publish a full account of a poll, the Company is required to publish
the information on its website not later than 15 days after the general meeting at which the result was obtained.
Further details on the conduct of a general meeting and shareholders’ rights are contained in the memorandum
and articles of association of the Company and in chapter 12 of the Capital Markets Rules.
22
Grand Harbour Marina p.l.c.
Directors’ Statement of Compliance with the Code of Principles of Good Corporate
Governance (continued)
Remuneration Statement
As is permitted in terms of provision 8.A.2 of the Code, on the basis of the fact that the remuneration of the
directors is not performance-related, the Company has not set up a remuneration committee. The functions
which would otherwise be carried out by such Committee are carried out by the Board.
Remuneration Policy – Senior Executives
The Board determines the framework of the overall remuneration policy and individual remuneration
arrangements for its senior executives based on recommendations from the Compensation Committee of its
Parent company. The Board considers that these remuneration packages reflect market conditions and are
designed to attract appropriate quality executives to ensure the efficient management of the Company. During
the current year under review there have been no significant changes in the Company’s remuneration policy and
no significant changes are intended to be effected thereto in the year ahead. The terms and conditions of
employment of each individual within the executive team are set out in their respective indefinite contracts of
employment with the Company. None of these contracts contain provisions for termination payments and other
payments linked to early termination. The Company’s senior executives may be paid a bonus by the Company of
up to 10% of their respective salary. The payment of such bonus is based on the financial performance of the
Company.
Moreover, share options, pension schemes and profit sharing are currently not part of the Company’s
remuneration policy.
The Company has opted not to disclose the amount of remuneration paid to its senior executives on the basis
that it is commercially sensitive.
Remuneration Policy – Directors
The Board determines the framework of the remuneration policy for the members of the Board as a whole. The
maximum annual aggregate emoluments that may be paid to the directors is approved by the shareholders in
the Annual General Meeting. The financial statements disclose an aggregate figure in respect of the directors’
remuneration which, with respect to the period under review, amounted to thirty-eight thousand Euros (€38k)
(entirely representing a fixed remuneration)
.
As mentioned above, there are no share options and the directors
do not receive variable remuneration. Directors’ emoluments are designed to reflect the time committed by
directors to the Company’s affairs. The remuneration of the directors is not performance related.
Signed on behalf of the Company’s Board of Directors on 18 April 2022 by Lawrence Zammit (Chairman) and
Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in
conjunction with the Annual Report Financial Statements 2021.
23
Grand Harbour Marina p.l.c.
Other Disclosures in terms of the Capital Markets Rules
Pursuant to Listing Capital Markets 5.70
5.70.1
Material Contracts in relation to which a director of the Company was directly or indirectly
interested
Marina Services Agreement between the Company and Camper & Nicholsons Marinas Limited (“CNML”)
On the 1 July 2007, the Company entered into a Marina Service Agreement with CNML for an initial period of 3
years and which continues in force thereafter. CNML is entitled to receive from the Company the following
fees/charges:
1.
in respect of recruitment, operational services and auditing - 2.5% on the sum of the total amounts (gross
receipts) from the marina operations with a minimum payment of GBP18k per annum;
2.
sales and marketing - GBP3.2k per month and 2.5% on licences in excess of one year;
3.
commissioning - sums shall be agreed from time to time in connection with projects undertaken;
4.
project services - charges are agreed from time to time; and
5.
financial controller support - a rate of GBP48 per hour for actual time spent on GHM work.
Royalty Agreement between the Company and Camper & Nicholsons Marinas International Limited
The Company had formerly entered into an agreement with CNML. The agreement dated 1 April 2004 gives right
for the marina to use the name of “C&N” for its operations. CNML was entitled to branding charges of GBP1k per
month. This agreement had been replaced by an agreement dated 1 July 2007 between GHM and Camper &
Nicholsons (Designs) Limited. Under the terms of this agreement, GHM was obliged to pay Camper & Nicholsons
(Designs) Limited 0.25% of turnover as royalties with a minimum amount of GBP10k per annum. This agreement
was terminated on 19 December 2008 and replaced by another agreement with Camper & Nicholsons Marinas
International Limited. Under the terms of this new agreement the Company is obliged to pay Camper &
Nicholsons Marinas International Limited 1.50% of operating turnover as royalties.
Loans between the Company and Camper & Nicholsons Marina Investments Limited (“CNMIL” or the “Parent
Company”).
The Company entered into three loan agreements with CNMIL. By virtue of the agreements dated 21 November
2016, 14 March 2017 and 25 September 2020, the Company issued loans of €400k, €600k and €2,250k
respectively to the Parent Company. The €400k and €600k loans have an interest rate payable to the Company
of 4% per annum, and are repayable by the 31 December 2022, whilst the €2,250k loan has an interest rate
payable to the Company of 4.50% per annum and is repayable by the 30 September 2022.
The following directors of the Company are also directors of Camper & Nicholsons Marina Investments Limited
and / or other companies forming part of the same group of companies:
Victor Lap Lik Chu
Elizabeth Ka Yee Kan
24
Grand Harbour Marina p.l.c.
Other Disclosures in terms of the Capital Markets Rules (continued)
Pursuant to Capital Markets Rule 5.70 (continued)
Pursuant to Capital Markets Rule 5.70.2
Company Secretary:
Dr Louis de Gabriele LL.D.
Registered Office of Company:
Malta
Telephone:
(+356) 21 800 700
25
Grand Harbour Marina p.l.c.
Remuneration Report
Year Ended 31 December 2021
This statement on the remuneration of Grand Harbour Marina p.l.c.’s (C 26891) (the “
Company
”) Board of
directors and Chief Executive Officer has been drawn up in compliance with the requirements of Chapter 12 of
the Capital Markets Rules, and contains information required by the provisions of Appendix 12.1 of the Capital
Markets Rules.
The Company’s remuneration of its board of directors is based on the remuneration policy adopted and approved
by the shareholders at the annual general meeting of 11 September 2021.
That policy is available for inspection
on the Company’s website at https://www.cnmarinas.it/static/23b6fcbc758c8567ad44fc92bb84a346/AGM-
2021-Remuneration-Policy.pdf
1.
The Remuneration Policy
The Company’s remuneration policy determines the basis for remuneration of all members of the board of
directors, and the Chief Executive Officer (“
CEO
”) of the Company.
It defines the principles and guidelines that
apply to both fixed and variable remuneration, including all bonuses and benefits, which can be awarded to
directors and, in the case of variable remuneration, indicate the relative proportion between fixed and variable
components.
The Company’s remuneration policy is intended as a measure to attract and retain suitable candidates for the
position of directors, calculated to provide the Company with the appropriate skills, technical knowledge
experience and expertise both for the determination of policies and strategies of the Company as well as the
supervisory role of the board, which in turn contributes to the performance of the Company. The CEO does not
get any form of remuneration from the Company.
The Policy was implemented without any deviations from the procedure for the implementation of the
remuneration policy as defined in Chapter 12 of the Capital Markets Rules. However, it is worth noting that whilst
the remuneration policy provides that the Board mandated the Compensation Committee established by Camper
& Nicholsons Marina Investments Limited (the Parent Company) to evaluate the remuneration of the senior
executives of the Company and formulate recommendations to the Board, by the end of 2021, the Board took
over this role and started benchmarking the remuneration of the directors against the market.
The overall remuneration of the board consists of two components which are designed to reflect the time
committed by the directors to the Company’s affairs:
•
The basic remuneration, consisting of fixed
honoraria
as sitting members of the board;
•
Additional remuneration where a member of the board is assigned additional duties to sit on or chair a
board committee.
2.
The Decision-making process with respect to remuneration
The aggregate emoluments that may be paid to the directors (excluding the CEO) is decided upon by the
shareholders in general meeting following a recommendation made to shareholders by the board.
The board then decides on the remuneration of the Chairman and the other non-executive directors consisting
of a fixed honorarium to each director.
The board also establishes and fixes the remuneration of the CEO with
respect to her executive role within the Company.